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HomeMy WebLinkAbout05 GPA 2013-001, MCAS Tustin SPA 2013-001, and DA 2013-002 South Orange County Community College District•AGENDA REPORT MEETING DATE: APRIL. 23, 2013 TO: PLANNING COMMISSION FROM: COMMUNITY DEVELOPMENT DEPARTMENT ITEM # 6 SUBJECT: GENERAL PLAN AMENDMENT (GPA) 2013-001, MCAS TUSTIN SPECIFIC PLAN AMENDMENT (SPA) 2013001, AND DEVELOPMENT AGREEMENT (DA) 2013002 APPLICANT: SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT (SOCCCD) 28000 MARGUERITE PARKWAY MISSION VIEJO, CA 92692 CITY OF TUSTIN 300 CENTENNIAL WAY TUSTIN, CA 92780 PRI OPER u Y ®WN' ERS. CITY OF TUSTIN, SOCCCD, AND U.S. DEPARTMENT OF NAVY LOCATION: NEIGHBORHOOD A OF MCAS TUSTIN SPECIFIC PLAN GENERALLY BOUNDED BY RED HILL AVENUE TO THE WEST, A VACANT SITE THAT IS PLANNED FOR A PUBLIC COMMUNITY PARK ACROSS VALENCIA AVENUE TO THE NORTH, ARMSTRONG AVENUE TO THE EAST, AND A FUTURE EXTENSION OF WARNER AVENUE AND RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT (RSCCD) SHERIFF'S TRAINING ACADEMY TO THE SOUTH GE'N''E RAL PLAN: MCAS TUSTIN SPECIFIC PLAN ZONING: MCAS TUSTIN SPECIFIC PLAN [EXISTING LAND USE: EDUCATION, PUBLIC AND INSTITUTIONAL EINQ11.40I\I.M.Ea9TAL.- ON JANUARY 16, 2001, -T -IE Ci T Y OF TUSTIN CERTIFIED THE PROGRAM FINAL ENVIRONMENTAL IMPACT STATEMENT /ENVIRONMENTAL IMPACT REPORT (FEIS/EIR) FOR THE REUSE AND DISPOSAL OF MCAS TUSTIN. ON DECEMBER 6, 2004, THE CITY COUNCIL. ADOPTED RESOLUTION NO. 04-76 APPROVING A SUPPLEMENT TO THE FEIS/EIR FOR THE LX T ENSION OF TUSTIN RANCH ROAD BETWEEN WALNUT AVENUE AND THE FUTURE ALIGNMENT OF VALENCIA NORTH LOOP ROAD. ON APRIL 3, 2006, THE CITY COUNCIL ADOPTED RESOLUTION NO. 06-43 APPROVING AN ADDENDUM TO THE Planning Commission Report GPA 2013-001, SPA 2013-001, DA 2013002 April 23, 2013 Page 2 FEIS/EIR. THE FEIS/EIR ALONG WITH ITS ADDENDUM AND SUPPLEMENT IS A PROGRAM EIR UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA). THE FEIS/EIR, ADDENDUM AND SUPPLEMENT CONSIDERED THE POTENTIAL ENVIRONMENTAL IMPACTS ASSOCIATED WITH DEVELOPMENT ON THE FORMER MARINE CORPS AIR STATION, TUSTIN. AN ENVIRONMENTAL CHECKLIST HAS BEEN PREPARED FOR THE PROJECT AND CONCLUDED THAT THESE ACTIONS DO NOT RESULT IN ANY NEW SIGNIFICANT ENVIRONMENTAL IMPACTS OR A SUBSTANTIAL INCREASE IN THE SEVERITY OF ANY PREVIOUSLY IDENTIFIED SIGNIFICANT IMPACTS IN THE FEIS/EIR. MOREOVER, NO NEW INFORMATION OF SUBSTANTIAL IMPORTANCE HAS SURFACED SINCE CERTIFICATION OF THE FEIS/EIR. HOWEVER, BECAUSE SOME CHANGES ANIS ADDITIONS WERE REQUIRED TO THE FEIS/EIR, THE CITY HAS PREPARED AN ADDENDUM TO THE FEIS/EIR. REQUES T e 1. GENERAL PLAN AMENDMENT 2013-001 BY ADDING A NEW LOCAL STREET (BELL AVENUE) TO THE CITY'S CIRCULATION ELEMENT; 2. MCAS TUSTIN SPECIFIC FLAN AMENDMENT 2013-001 BY INCORPORATING TEXT ALLOWING PRIVATE FOR-PROFIT NONEDUCATIONAL USES AND INCREASE ALLOWABLE BUILDING SQUARE FOOT AGES WITHIN THE EDUCATION VILLAGE (NEIGHBORHOOD A) OF THE MCAS TUSTIN SPECIFIC PLAN AND ADDING A NEW LOCAL STREET (BELL AVENUE); AND, 3. DEVELOPMENT AGREEMENT 2013-002 TO FACILIT ATE THE DEVELOPMENT, CONVEYANCE, AND LAND EXCHANGE OF AN APPROXIMATE 90 ACRE SITE WITHIN THE BOUNDARIES OF MCAS TUSTIN SPECIFIC PLAN REC©PflG�li EM0ATDOMD That the Planning Commission adopt Resolution No. 4222, recommending that the City Council approving the Addendum to Final EIS/EIR for General Plan Amendment (GPA) 2013001, MCAS Tustin Specific Plan Amendment (SPA) 2013001, and Development Agreement (ISA) 2013002. 2. That the Planning Commission adopt Resolution No. 4223, recommending that the City Council approve: a. GPA 2013001 by adding a new local street (Bell Avenue) to service adjacent uses; b. SPA 2013-001 by incorporating text allowing private for-profit non -educational uses within the education village (Neighborhood A) of the MCAS Tustin Specific Plan, increase allowable building square footages within Neighborhood A and adding a new local street (Bell Avenue); and, Planning Commission Report GPA 2013-001, SPA 2013001, DA 2013-002 April 23, 2013 Page 3 C. DA 2013-002 to 'facilitate the development, conveyance, and land exchange within the boundaries of the MCAS Tustin Specific Plan. APPROVAL AUTHORITY General Plan Amendment: Government Code Sections 65353 through 65355 require: o The Planning Commission to hold at least one public hearing before approving a recommendation on the amendment to the General Plan. o The Planning Commission to make written recommendation on the amendment to the General Flan. A recommendation for approval shall be made by affirmative vote of not less than a majority of the total membership of the Commission. The Planning Commission shall send its recommendation to the legislative body (the City Council). o The legislative body (the City Council) to hold at least one public hearing prior to amending a General Flan. Specific Plan Amendment: Government Code Section 65453 requires that a Specific Plan Amendment be prepared in the same manner as a general plan, except that a specific plan may be adopted by resolution or ordinance and may be amended as often as deemed necessary by the legislative body. The MCAS Tustin Specific Plan was originally adopted by Ordinance No 1257 on February 3, 2003. • Development Agreement: The MCAS Tustin Specific Plan Section 4.2.9 requires a Development Agreement in conjunction with or prior to approval of any entitlements associated with private development. Pursuant to Tustin City Code Section 9607, the Planning Commission shall consider the Development Agreement and make a recommendation thereon to the City Council. The Planning Commission shall forward its recommendation to the City Council within thirty (30) days of the time specified for the public hearing. Pursuant to Tustin City Code Section 9613, after the City Council completes the public hearing and considers the recommendation of the Planning Commission, the City Council may accept, modify or disapprove the Development Agreement. Pursuant to Tustin City Code Section 9614, the Development Agreement shall be approved by the adoption of an ordinance. BACKGROUND AMD DISCMSSIoOM: The project consists of an agreement between the South Orange County Community College District (SOCCCD or District) and the City of Tustin (City) called the Agreement for the Exchange of Real Properly (Attachment A). The Exchange Agreement delineates the terms and processes associated with the exchange of the ultimate ownership of approximately 22 acres of land within Tustin legacy. The objectives of the project are to rationalize property boundaries to create larger, contiguous land areas for the City and SOCCCD, provide for a broader range of land uses in support of the objectives of the MCAS Tustin Specific Plan, and enhance circulation in the Project area by improving east -west connectivity between the existing Red Hill and Armstrong Avenues. Planning Commission Report GPA 2013001, SPA 2013001, DA 2013002 April 23, 2013 Page 4 To facilitate the exchange, several entitlements and implementation documents are necessary. These include a General Plan Amendment (GPA) to add the Sell Avenue extension to the City's circulation plan and correct preexisting inconsistencies with the MCAS Tustin Specific Plan; an amendment to the MCAS Tustin Specific Plan to modify the permitted land uses and land use intensities in parts of Neighborhood A and to construct an extension of Sell Avenue as a Secondary Arterial; and, a Development Agreement and Amended Conveyance Agreement between S©CCCD and the City (DA) and associated implementation documents. PrO00 S6te Locagion and cComposiVoln The project site consists of 39 acres located within PA 1 within Neighborhood A (Figure 1). To the west of the Project site is Red Hill Avenin., north is a vacant site that is planned for a public community park, east is Armstrong Avenue, and south is a future extension of Warner Avenue and Rancho Santiago Community College District (RSCCD) Sheriff's Training Academy (Figure 2). VALENCIA AVE CITY OF PROPERTY OVTSDE I :AS BOUNDARY (N REUSE PLAN) I TUSTIN TUSTN COIYITER I RAR. STATON 9T! I • AVF PA 3 I hroiect Area-, I CITY OF SANTA ANA ^ r BARR AAS. PIIRr FiguFo `II YARBEE MOUNTAIN ROAD o CITY W +l o- OF: IRVINE Surrounding uses are listed in Table 1 and mapped in Figure 2. Existing Planning Areas and their respective owners are mapped in Figure 3. Planning Commission Report GPA 2013-001, SPA 2013-001, DA 2013-002 April 23, 2013 Page 5 Table Surrounding Land Usez DIRECTION LAND U:3It= ' EXISTING ( a'/l6 V H CONDITION Sheriff's Training Facility Navy Existing Military (Neighborhood A, PA 1-B Buildings ATEP Campus (Neighborhood Multi -phase A, Planning Areas (PA) 1-E, 1-H, SOCCCD/Navy development in Project Site 1-I) progress Existing Military Educational Village (PA 1-G) City of Tustin Buildings and Vacant Land Child Care Facility (PA 1-D) City of Existing Military Tustin/Navy Buildings North Community Park (Neighborhood City of Vacant Land A, PA 2) Tustin/Navy North Elementary School Tustin Unified Developed (Neighborhood A, PA 1-A School District Abused Children's Shelter County of Northwest (Neighborhood A, PA 1-C - Orange Developed artial) Northeast Medium Density Residential Private Under (Neighborhood B, PAs 4 & 5) development West Orange County Rescue Mission Orange County Rescue Developed (Neighborhood A, PA 3) Mission West of Red Hill Commercial and light Ave. manufacturing Private Developed East Urban Regional Park County of Existing Military (Neighborhood C, PA 6) Orange/Navy Buildings South Commercial/Office (Neighborhood D, PA 3) City/Navy Vacant Southeast Mixed Use (Neighborhood E, City/Navy Vacant PAs 9-12) Developed Southeast Sheriff's Training Academy RSCCD (Neighborhood A, PA 1-F) Planning Commission Report GPA 2013-001, SPA 2013001, DA 2013.002 April 23, 2013 Page 6 FicquFe 2 Site Vicinity Land Uses Owners of the 89 acres include the City, S©CCC®, and the Navy. The SOCCCD's parcel will ultimately be built out as the Advanced Technology & Education Park (ATEP). wavy land ownership in the project area will decrease over time in favor of the other landowners and the County of Orange, as hazardous materials are removed and lands become available for development. During the cleanup process, Navy lands are controlled by the other three local owners under Lease in Furtherance of Conveyance (HFOC) agreements. I able 2 provides a breakdown of land ownership in the project area. Planning Commission Report CPA 2013-001, SPA 2013001, DA 2013-002 April 23, 2013 Page 7 i'lI 1111iYi)iITBq� Alf'y'l Table 2 -- - FExisting PL9ject Site Planning Areas�- r Fee Uwnership �UU1 Acreage LIFOC Acreage 1 eQ Navy -- 10.0 1 II) I"dQ1,oy -- 2.4 10F SOCCCD 1.9 -- 1 4-1 City of Tustin 15.0 -- I -H SOCCCD/Navy 29.9 19.8 it -II SOCCCD/Navy 6.7 3.3 TOTALS 53.5 35.5 89.0 NOT TO SCALE F AU*N-A TIN IFIED I PA 2 PA SCHOOL I DISTRICT i CITY SOCCCD NAVY _ I PA H� •PA 3i ; ti jR SION NAVY D J. ; ,7 PA 1-H %• ' SCICCCD -I -S NAVY e 1' .�! i SOCCCD!®� 1 I NAVY '� PA 8 1-G I I I CITY i 1 � 1-F ! i I RSCCD 9 PA 10 Figure 3. i2id_q ing Panning Areas and Current Owners To date, there has been no demolition of former military facilities or construction of new buildings within City -owned land in Neighborhood A. Within the ATIP site, the District has completed development at the northwest corner of Valencia Avenue and Lansdowne Road (15445 Lansdowne Road), where Phase I of the ATFP campus consists of 14,676 square feet of classrooms, laboratories, offices, food services and support space on a one -acre parcel. On the northeast corner of Valencia Avenue and Lansdowne Road, a 104 --space parking lot serves Planning Commission Report GPA 2013001, SPA 2013-001, DA 2013-002 April 23, 2013 Page 3 the existing AT EP Campus. The approved ATEP Phase 3A Concept Plan permits development of a further 28 acres of the A T EP site with 305,000 square feet of various educational and support uses. Demolition of all former military structures on the A T EP site was completed in 2012. The foundations of prior military buildings and related infrastructure continue to be present south of Valencia Avenue; however, demolition of the foundations has been permitted and demolition is planned in 2013. Exchange Agrearnent between City and SOCCCD An Exchange Agreement between the City and SOCCCD is proposed to delineate the terms and processes associated with the exchange of the ultimate ownership of land currently within the respective parties' ownership in fee or in the form of a lease or sublease. The Exchange Agreement provides for an exchange of 6 sites covering 22 acres within Neighborhood A, as shown in Figure 4. Table 3 details the ownership interests and to which party each area is transferred. In addition to rationalizing property boundaries for both the City and SOCCCD, the land exchange will allow for creation of a new public (City -owned) right-of-way for the extension of Bell Avenue from Red Hill Avenue to Armstrong Avenue. Two parcels included in the Exchange Agreement are currently owned by the Navy. Such lands are expected to be transferred to the City and SOCCCD once a Finding of Suitability to Transfer (L=OST) is issued by the Navy. Once issued, the FOS T will document that the Navy has determined the parcels environmentally suitable for transfer and that either all remediation necessary to protect human health and the environment has been completed or is in place and operating properly and successfully such that development can safely occur. Table 3 Detail of ureas Transferred Between City and 80CCCCD Acreage Transferred to Each Party City SOCCCD Sublease Fee Sublease Fee Area 1 6.8 Area 2 6 Area 3 Retained by City for Dell Ave Area 4 1.4 Area 5 _ 1.1 _ Area 6 3 Area 7—.— --- Area 8 _ _ -_ 2.4 Area 9 _ _ 1 Area 10 _ Retained by SOCCCD Subtotal (w/o Bell) _ 3 7.8 2.4_ 9 Total (w/o Bell) _ _ 10.8 11.4 Subtotal (w/Bell) 4.1 1 9.2 2.4 9 11.4 Total (w/ Bell) 13.3 Planning Commission Report GPA 2013-001, SPA 2013-001, DA 2013-002 April 23, 2013 Page 9 Area 1 6.8 Ac — — — Area 2— — — Area 3 AVENL----------- --- _ Area 9 0 Ac 1.3 AC r-- r PnOPOB® I O CRY SOCOM ATEP J cTrE « OF TUSM N I 057 Ac WO Ac p I I �5 courarY or onus 1AYb I ORANOE COUITY RESCUE '6 A61@DdDlo1EN86HEt1iA N.186101 E I S� -T APNrt i1OT A PART YYY eOCCCD I ATArea PROPOSED 10.04 Ac 6 S ...?�.—... _. 3.0 Ac - e � OF TUSINq PAROEL i E- F.WPO ED 15.00 AcI PROPOSED aeo2 D,e�-D Area 7 1M MY OF N 3S8 Ac BELL AVE R/W LI -A. D6 D. j V6 AC iNRT. AG. 2003-4184M. AR. E>MNG j I FCL W -J-4 ,{- ,,w WOO aa; � BOCCC.•D D ss M 4 C O Area 4 � Area 30 � 8000CD A 1.4 Ac oasnTq 4.53 ac sOCOCD C LEASEA!! N- - — _ 2920 b ldlVY 0.1Fnr "a COM ITY U.EGE DI I r AND 6REPoETa raun!NG Area 5 I� Ewsnno \ \\\ FACalrf 1.1 AC I y� aTY OF TUBTw w1A�3r I SOCCCDATEP CNmcAAE 10 Ac FURAiETE USE4..._...I. ` MIXED USE �aoFIAArea 8 NOT � ORANGE COUNTY _ - — �.. URMI REGIONAL PARK �- -M. HOT A PANT Advanced Technology & Education Park Land Exchange Map SOUTH OPANOE COUNTY C0MM[1Nf Y COLLEGE DISTRICT- TUSIEJ Fligurc 4e Exchange parcels General plan Amelndu Meng An amendment to the Tustin General Plan is proposed to note the floor area ratio (FAP) permitted for uses by the SPA and to add Sell Avenue to the City's Circulation Element as a Secondary Arterial with a Class II bicycle lane between Fled bill and Armstrong Avenues (Figure C-2, Figure C-5, and Table C-5 of Exhibit 1 to Attachment C). No General Plan land use designation changes are proposed. Specific 6'4an AmandmoW The Specific Plan Amendment (SPA) is limited to Neighborhood A, Planning Area 1 of the WAS Tustin Specific Plan. The SPA modifies sub -planning area boundaries within PA 1, and adds three new sub -planning areas (1-J, 1-K, and 1-I,). Figure 5 shows Neighborhood A with the new sub -planning areas. Table 4 lists existing and proposed sizes of the Neighborhood A planning areas Also proposed are amendments to Figure 3-1, Figure 3-3, Table 3-1, Table 3-2, Section 3.3, Table 3-5, Section 4.2.2, Table 4-3, and Table 4-4 of the MCAS Tustin Specific Plan (Exhibit 2 to Attachment C). These amendments are needed to accommodate the land exchange, allow private for-profit uses, increase allowable building square footages, add Sell Avenue, and other implementation measures. Discussion of each topical area is provided below. Planning Commission Report GPA 2013001, SPA 2013-001, DA 2013002 April 23, 2013 Page 10 f'I 1-A 1 2 �I 1-C 1-J I 1 E 3 !y 1-D 1-H 1-B �i ,arro:,r_up -i ------- -� YWner lrw � Figure Uo Proposed Planning Area Boundaries Tame 4 Detail of Existing and Proposed Planning Areas wkhin Neighborhood A 1,11anning Area c sistiny Net Proposed Net _ Change in Net Acreage Acreage Acreage PA 1 124.7 120.9 - 3.8 10.0 10.0 -- 10.0 10.0 -- 1 °« 4.0 4.0 -- I -D 2.4 2.4 -- Y r 1.9 4.5 + 2.6 �F 15.0 15.0 -- 14.9 11.4 - 3.5 I -H 56.5 36.6 - 19.9 d 11 10.0 10.0 -- I -j New PA 4.0 + 4.0 1-K New PA 3.0 + 3.0 1-L New PA 10.0 + 10.0 '- A 2 24.1 24.1 -- POA 3 5.1 5.1 -- �I �, )tal G (6rovhood A 153.9 150.1 - 3.8 nioq,lhfi of Yfl by (Wal for all 173.4 177.2 3.8 :�Pec0fic Man areas) Planning Commission Report COPA 2013-001, SPA 2013-001, DA 2013-002 April 23, 2013 Page 11 Bell Avenue Similar to the CPA, the SFA would add to the circulation plan an extension of Bell Avenue as a Secondary Arterial with a Class II bike lane between Red bill Avenue and Armstrong Avenue. The Project Traffic Study (Appendix A to the FEIS/EIR Addendum/Initial Study) determined that with the extension of Sell Avenue, increased roadway capacity is available in the circulation system. The Sell Avenue extension would reduce traffic congestion at the Red Hill AvenueMarner Avenue intersection and the Red Hill AvenueNalencia Avenue intersection, and provides an alternative route for motorists accessing Tustin Legacy. These factors permit the increase of the current vehicle trip cap for the MCAS Tustin Specific Plan. The trip cap for Neighborhood A is the maximum number of trips that new development can create without requiring additional environmental review for traffic. The current trip cap was evaluated in the FEIS/EIR. The prior trip cap for the ATEP site was 5,470 ADT and for the City parcels 1,672 ADT. The Traffic Study determined that, based on the size and configuration of the Sell Avenue extension, average daily trip (ADT) volumes (the measure used in establishing the WAS Tustin Specific Plan trip cap) may be increased by 10,000 ADT without triggering significant adverse effects on the roadway system. This additional roadway capacity is proposed to be split evenly between properties owned by the City and S®CCCD (that is, each entity would be permitted an additional 5,000 ADT). Amended List of Allowed Land Uses in Neighborhood A Referencing the proposed planning areas shown in Figure 5, permitted land uses would be amended on PA 1-D, 1-E, 1-H, I -K, and I -L to include various types of complimentary commercial, office and light industrial uses, joint uses, and other collaborative arrangements to further S®CCCD's education objectives. The proposed changes to the list of allowed uses would remove ambiguity related to commercial and light industrial uses on the ATEP site. Such uses would be permitted in these planning areas only if the Exchange Agreement is executed. Additionally, such uses would be permitted in PA 1-B, but only in the event an exchange of land occurs between the City and S®CCCD and if an agreement is reached between the County and S®CCCD for County's future ownership of PA 1®I. Such uses would also be permitted in PA 1-1 in the event an exchange of land does not occur between the County of ©range and S®CCCD and an agreement is not reached between the County and SOCCCD for County's future ownership of PA 1-1. In addition, the Specific Plan Amendment would allow all buildings to be constructed on the S®CCCD property be designed only for Land Use Category 1 and Land Use Category 2 uses. o Land Use Category 1: Uses in Land Use Category 1 consist of uses that are education -oriented, including all facilities normally found on college campuses, such as classrooms; labs; administration facilities; student support; cafeteria and food services; bookstore; photocopy services; dormitory and student housing; workforce center; maintenance/security/storage facilities and structures; security and guard houses, gates and other security facilities and structures; student health services; other uses which include facilities for traditional and nontraditional advanced education (extension and/or advanced degree opportunities), adult education, Planning Commission Report CEPA 2013001, SPA 2013-001, DA 2013-002 April 23, 2013 Page 12 continuing education, vocational, job and educational training, and other education and training. The educational activities in buildings categorized as Land Use Category 1 may be undertaken by public, nonprofit or for-profit educational institutions; provided, however, a substantial portion of the educational activities in Land Use Category 1 Building Area will be conducted by public or nonprofit educational institutions. Building Area devoted to uses in Land Use Category 1 which are not strictly educational (Service Uses), e.g., food services, may be conducted by for-profit entities under contract with educational institutions without affecting the character of such Building Area as Land Use Category 1. Also within Land Use Category 1 are other uses (Supportive Uses) that are accessory and subordinate with the educational uses above. Supportive uses support the educational purpose of the education -oriented uses described above, provided they do not exceed more than ten percent (10%) of the total Building Area developed under Land Use Category 1 including but not limited to the following: minor support commercial, office and retail service uses; a post office, medical/dental clinics; laboratories and office facilities used for basic and applied research, testing and consulting; industrial/commercial business incubators which support educational programs or provide educational opportunities, or commercial studios (i.e. sound stages and their suppoil facilities, such as mill shops, technical production facilities, and production offices). o Land Use Category 2: Uses in Land Use Category 2 consist of non -educational, income producing uses, including private sector uses, provided that such uses do not adversely impact the trip cap or other environmental impact category thresholds. Change in Allowed Square Footage on ATEP Site Up to 100 percent of the Building Area on the SOCCCD Property may be dedicated to Land Use Category 1 uses. However, at buildout, at least 51 percent of the building area on the SOCCCD property must be devoted to Land Use Category 1 Uses. The building area will not exceed that permitted pursuant to allocation of ADT's to the SOCCCD property. As specific development proposals are considered for the Project site, ADT calculations will be required, using the trip generation rates previously identified in the FEIS/EIR, to show that the trip cap is not exceeded. While a specific development proposal is not included in this analysis, two preliminary calculations have been produced to provide examples of typical development amounts that could result from development in two scenarios, described below and summarized in Table 5. The first scenario assumes the ATEP site would be developed with approximately 51 percent academic uses (Land Use Category 1) and 49 percent general office uses (Land Use Category 2). Using the FEIS/EIR trip generation rates, a total of 1,087,970 square feet of development (including 554,870 square feet of academic space and 533,100 square feet of office space) would be permitted on the ATEP campus. This is an increase in development capacity of 194,119 square feet from the 893,851 square feet previously permitted on the ATEP site. The second scenario assumes the ATEP site would be developed with 100 percent academic uses (Land Use Category 1). Again using the MCAS Tustin Specific Plan trip generation rates, a total of 1,710,780 square feet (all academic space) would be permitted on the ATEP campus. Planning Commission Report GPA 2013001, SPA 2013001, DA 2013002 April 23, 2013 Page 13 This is an increase in development capacity of 816,929 square feet from the 693,861 square feet previously permitted on the ATEP site. Academic (Land Use Category 1) Ill wlyd 1u1ra ;r, litc::��rr»6l/) Tota' Table 4. Potential Development Scenarios within Trip Cap t l l`ir IR Development Scenario (sq. ft.) 893,851 893,851 t:onario 1 (sq r7.) 554,870 533,100 1,087,970 Increase in Potential Development (sq. ft.) 194,119 Scenario 2 (sq. ft.) A((,.�ml,4miilic 893,851 1,710,780 816,929 (l,�ali(4q�olfy l) Total 893,851 1,710,780 816,929 No specific development proposal for the project area is currently being considered by the City or SOCCCD. When there are specific development proposals, SOCCCD will analyze the proposed project and determine whether additional CEOA analysis will be needed at that time. Revised pages to the MCAS Tustin Specific Plan are attached as Exhibit 2 to Attachment C. All other uses permitted by the Specific Plan would continue to be subject to trip caps established by the Specific Plan, as amended by the analysis provided in relation to additional development capacity resulting from the Bell Avenue extension. Prior to commencing the use of the SOCCCD property or construction or installation of any improvement on the SOCCCD, SOCCCD is required to comply with the Land Use and Access Plan ("LUAP") incorporated in the Development Agreement and development processing requirements contained in the Specific Plan which include Site Plan Review. The DUAP contains the information required in the Concept Plan under the Specific Plan and shows the general features of the development planned for SOCCCD property and includes access points and land uses. ©ovelopmeng Acg'FOoMOM The project includes a Development Agreement clarifying ministerial project review requirements to avoid duplicative reviews between the City and the Division of the State Architect and simplifying development review procedures. The proposed Development Agreement will ensure the implementation of the MCAS Tustin Specific Plan, eliminate uncertainty in planning, provide for the orderly development of the SOCCCD Property, eliminate uncertainty about the validity of the application of the rules and regulations in the MCAS Tustin Specific Plan to the SOCCCD Property and SOCCCD, allow installation of necessary or desirable improvements, provide for public services appropriate to the development and use of the SOCCCD Property, and secure orderly fiscal benefits for public infrastructure and generally serve the public interest within City and the surrounding region. In general, the Development Agreement includes the following: • Duration of the Agreement o The permitted uses of the project site • The density and intensity of use of the project site • Provision for reservation and/or dedication of land for public purposes Planning Commission Report GPA 2013001, SPA 2013-001, DA 2013-002 April 23, 2013 Page 14 o Provision of access plan and land uses contained in the Land Use Access Plan • Phasing, etc. The Development Agreement is included within an Amended and Restated Conveyance Agreement and includes related implementation documents (Exhibit 3 of Attachment C). kinviP®9`9me'nUal Review On January 16, 2001, the City of Tustin certified the Program Final Environmental Impact Statement/Environmental Impact Report (FEIS/EIR) for the reuse and disposal of MCAS Tustin. On April 3, 2006, the City Council adopted Resolution No. 0643 approving an Addendum to the FEIS/EIR. On December 6, 2004, the City Council adopted Resolution No. 04-76 approving a Supplement to the FEIS/EIR for the extension of Tustin Ranch Road between Walnut Avenue and the future alignment of Valencia North Loop Road. The FEIS/EIR along with its Addendum and Supplement is a program EIR under the California Environmental Quality Act (CECA). The FEIS/EIR, Addendum and Supplement considered the potential environmental impacts associated with development on the former Marine Corps Air Station, Tustin. An Environmental Checklist (Initial Study) has been prepared and concluded that these actions do not result in any new significant environmental impacts or a substantial increase in the severity of any previously identified significant impacts in the FEIS/EIR. Moreover, no new information of substantial importance has surfaced since certification of the FEIS/EIR. However, because some changes and additions were required to the FEIS/EIR, the City has prepared an Addendum to the FEIS/EIR (Exhibit 1 to Attachment B). The Planning Commission would need to consider the Addendum along with the FEIS/EIR prior to making a recommendation to the City Council. CONCLUSION The proposed GPA 2013-001, SPA 2013001, and DA 2013002 would not have any significant impact to the overall development potential currently allowed by the General Plan or the MCAS Tustin Specific Plan and is considered not a substantial amendment. Accordingly, staff recommends that the Planning Commission recommend the City Council to approve GPA 2013- 001, 013001, SPA 2013001 and DA 2013002. �1 Za . Jffitina Willkom Elizabeth A. Binsack + ssistant Director ® Planning Director of Community Development Attachments: A. Agreement for the Exchange of Real Property B. Planning Commission Resolution No. 4222 o Exhibit 1: MCAS Tustin Specific Plan FIS/EIR Addendum/Initial Study o Exhibit 2: MCAS Tustin FEIS/EIR web link C. Planning Commission Resolution No. 4223 o Exhibit 1: General Plan Revised Pages o Exhibit 2: MCAS Tustin Specific Plan Revised Pages o Exhibit 3: Development Agreement AgFeamontk foP the lh-Nchango of Ra—M hropaily DRAFT DATED: 4/10/13 AGREEMENT FOR THE EXCHANGE OF REAL PROPERTY BETWEEN THE CITY OF TUSTIN AND SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT DATED: - 2013 5764-44062\Af'13360,A(;RMT, 1 136768.5 4%10 '13 Page 1. AGREEMENT ........®.......<.... 1.1 Notice of Determination ..................................... 1.2 Exchange... .................... 2. ESCROW .............................................. 2.1 Escrow Instructions ......................... 2.2 Definition of Close of Escrow .................... 3. APPROVAL OF CONDITION OF TITLE >.................. 3.1 SOCCCD's Approval of Condition of Title .............. ........................ 7 3.2 City's Approval of Condition of Title .................................... 4. TITLE INSURANCE POLICIES ........................................... 4.1 SOCCCD Title Insurance Policy ................................................ . 4.2 City Title Insurance Policy7 5. DUE DILIGENCE REVIEW ......................... 5.1 Access to the Exchange Parcels ...................... 5.2 Documents................................................................................................. 9 5.3 Approval....................................................................................................9 5.4 Environmental Insurance ........................ 6. INTENTIONALLY DELETED ........................................ 7< CONDITIONS PRECEDENT TO CLOSE OF ESCROW 7.1 Mutual Conditions..................................................................................... 9 7.2 SOCCCD's Conditions............................................................................ 10 7.3 City's Conditions....................................10 8. CLOSE OR CANCELLATION OF ESCROW...11 ............................. 8.1 Closing Procedures.................................................................................. 1 1 8.2 Escrow Cancellation ...................... 11 8.3 Items to be Delivered into Escrow........................................................... 12 8.4 Escrow Holder's Instructions................................................................... 14 8.5 Post -Closing Matters................................................................................ 15 8.6 IRS Form 1099-S..................................................................................... 15 9. COSTS AND PRORATIONS....................................................................................... 15 9.1 Costs to be Paid by SOCCCD........................ 9.2 Costs to be Paid by City........................................................................... 15 5764-44062\APB360/AGRM'P1 136768.5 4/10/13 TABLE OF CONTENTS 10. REPRESENTATIONS AND WARRANTIES; COVENANl[S..,^^.^.^,^..^-,..,.^.^.,.. 16 /0.1 S(]CCC[)`o}leoreocoiudoosand \�aonodea l0Z (�iLv`yF[en�c Representations l6 _ __. 16 10.3 Iotcrin[zuso-----' ____—____---------------' |h B. MUTUAL RELEASES ^..^..^...,^.,.,,..,.,..,.,^^.^ ,,^^,^,,,,^,,.,,_,,,^^~^^`^^.^,.,~..,...^,.`..^.....U7 l|.| Mutual Release and Waiver ll2-----------------------|7 ./`u�uv*/cugn�coTLonoero�ngRo1cmoes I1.3 b�oouo�cntSign ____ 10 11.4 Additional Agreements -------------------------�}8 ~ ............. ................................................. ........ ... 18 12. DEFAULT ..-.~^,...,,...,~.,,.,...,..~..,..^.~,,~... ~^^^^^~^^^`^'^^^^`^~'~~^-~^~-~~~'~'^^^``-^``^~^''^./0 |Z.| Events of Default ---. |22 Kcn)cd�co______-------------------18 ----' ___....... ....... ....... ........... .......... ----' 10 13. POST -CLOSING C ...^.^-.^. - `'^~^~~`~~^^~^^-^'^'-`^`~`'~-'-^^'`~``~-''^~-.,,. 79 13.1 Pbssoaaioo------- |l2 -------------------------l9 l3 3 ' ��-g------------------- 19 � �mn� Closing --------' ' --�- ~�o....... ...... ' 19 13.4 Perimeter Fencing ............................... 13.5 Reciprocal � Accom»A�'cr»`pn/ ------- /g `=---'`------ |].b [)odiom�000[l]c/1/�vcoueR1}V� ---------' |V |l7 A��uio��onof\/alcooioPnroc} ' �'------------------' 19 No. , ........ ................ ........ ............ ... 19 14L MISCELLANEOUS ....^..,,^~.~.^.,,,..,._~-.'.., ^~^^-~'^`'^~`-~^-^~-^'-`~~''~~'-'^~^''^---~.2O 14.1 Nod000---------. 142 Tir000[the |Bascooc--� Z0 l43 � (]ovcox� ----------------�Z| ~°^r°�m~ o��� __ ______� |44 Acts Z| 14j of on Business �z�soF�nn __' __�_................................................... m�ccu---- 21 i4h . ' —, rv»,auugu�oo[A(ioruo}m Fees -------------2] l4�7 �ur�)�r/\xaurunccs��urvivu) ------------.2| l4�Q Entire Agreement; - l49 y�n\�ui er __..___-----~^~--------------------'2| 14.10 Aasgno�eot______ 22 l4�I| Binding Effect � |4 l2 - -----------------. � Cross � Ex����b ------~~" ---� 22 |4�|3- -----------------'22 l4�|4 EffectiveCounterparts�'------------------------------.22 __.......................................... ............................................... Z2 n s764-440rmpcuoomoxmm|sm*x.5 LIST OF EXHIBITS Designation Description Section Reference A Site Map Recital K B Legal Description of Warner Parcel (Area 1) Recital L C-1 Legal Description of Valencia Parcel No. 1Area 9 ( ) Recital L C-2 Legal Description of Valencia Parcel No. 2Area 7 ( ) Recital L D Legal Description of Child Care ParcelArea 8 ( ) Recital L F-1 Legal Description of Portion of Red Hill Parcels North of Future Bell Avenue (Area 6) Recital L F-2 Legal Description of Portion of Red Hill Parcels South of Future Bell Avenue (Area 2) Recital L F-1 Legal Description of SOCCCD ROW Fee Property (Area 4) Recital M F-2 Legal Description of SOCCCD ROW Subleased Property (Area 5) Recital M G Legal Description of City ROW (Area 6) Recital M H Development Agreement Recital O 1 McCain Agreement Recital O J Bell Agreement Recital O K General Escrow Provisions Section 2.1 L City Exchange Parcels Commitment Section 3. 1.1 M SOCCCD Exchange Parcels Commitment Section 3.2.1 N SOCCCD-City Quitclaim Deed Section 8.3.1(b) O SOCCCD-City Bill of Sale Section 8.3.1(e) P Bell Avenue Dedication Section 8.3.1(e) Q Sublease Amendment Section 8.3.1(f) R Notice of Sublease Amendment Section 8.3.1(g) ff 5764-4406?\A P3360\A GRM T'\ 1 136768.5 41110%13 S Termination of Notice Section 8.3. 1 (h) T Notice of Effective Date Section 8.3 . 1 (1) U Amendment to CC&Rs Section 8.3.1{j) V Amendment to Bill of Sale Section 8.3. 1 (k) W Notiforeign Transferor Declaration(SOCCCD) Section 8.3. 1 (m) X-1 City-SOCCCD Quitclaim Deed Section 8.3.2(b) X-2 City ROW Deed Section 8.3.2(b) Y City-SOCCCD Bill of Sale Section 8.3.2(c) Z Nonforciali Transferor Declaration (City) Section 8.3.2(m) AA Interim Lease Section 10.3 IV 5764-44062APB360\A(;RMP] 136768,5 4/ 10%13 AGREEMENT FOR THE EXCHANGE OF REAL PROPERTI THIS AGREEMENT FOR THE EXCHANGE OF REAL PROPERTY (this "Agreement"), dated for identification purposes this day of 2013 is entered into by and between the CITY OF TUSTIN, a municipal corporation organized under the laws of the State of California ("City"), ( ty ), and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency ("SOCCCD"). City and SOCCCD are sometimes referred to herein individually as a "Party" and collectively as the "Parties." RECITALS The Parties enter into this Agreement on the basis of the following facts, understandings and intentions: A. Pursuant to the Defense Base Closure and Realignment Act of 1990 (Part A of Title XXIX of Public Lav 101-510; U.S.C, Section 2687 Note), as amended (the `Base Closure Law"), the United States of America determined to close the Marine Corps Air Station Tustin ("MCAS Tustin") located substantially within the City of Tustin. In 1992, the City was designated by the Office of Economic Adjustment on behalf of the Secretary of Defense as the local redevelopment authority ("LRA") for preparation of a reuse plan for MCAS Tustin and in order to facilitate the closure of MCAS Tustin and its reuse in furtherance of the eco development of the City and surrounding region. nomic B. In its capacity as the LRA, the City served as the Lead agency for preparing the base reuse plan, the applicable environmental documents under California law, and other documents related to the planning for the civilian reuse of MCAS Tustin. The City determined that the most appropriate tool to guide the conversion of the base from military to civilian use and to facilitate review and approval of entitlements, permits, and uses was the preparation of a combined reuse plan and specific plan. Accordingly, in or about October 1996, the City submitted the MCAS Tustin Reuse Plan (the "Reuse Plan") to the United States of America, acting by and through the Department of the Navy (the "Navy"). The City subsequently amended the Reuse Plan in or about September 1998. C. On January 16, 2001, the Tustin City Council adopted Resolution 00-90 that certified the Joint Final EIS/EIR for the Disposal and Reuse of MCAS Tustin (the "Final EIS; EIR"), and adopted Resolution 00-91 that adopted General Plan Amendment 00-001 establishing an MCAS Tustin Specific Plan general plan land use designation for the Tustin portion of the former MCAS Tustin. D. On March 2, 2001, the Navy published a Record of Decision approving the Reuse Plan as amended and approving the Final EIS/EIR. E. In May 2002, the Navy approved that certain 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 "Navy Conveyance Agreement"), which sets forth the terms and conditions for the conveyance of a portion of MCAS Tustin by the Navy to the City 5764-44062\APB360\AGRMT\ 1136768.5 4/10;1; (the "City Property"). On May 13, 2002, in accordance with the Navy Conveyance Agreement, a portion of MCAS Tustin was conveyed by deed to the City (the "City Fee Property"). In addition, a portion of the City Property was leased by the Navy to the City (the "City Leased Property") pursuant to that certain Lease in Furtherance of Conveyance between the United States of America and the City of Tustin, California for Portions of the Former Marine Corps Air Station Tustin dated May 13, 2002 (the "LIFOC"). F. The City adopted a final Specific Plan/Reuse Plan (the "Specific Plan") covering MCAS Tustin by Ordinance 1257 adopted February 3, 2003. The Specific Plan was subsequently amended by a series of Ordinances as follows: Ordinance Nos. 1294, 1295, 1296 and 1297 adopted March 7, 2005; Ordinance 1299 adopted June 5, 2005; Ordinance 1311 adopted April 17, 2006; Ordinance 1335 adopted June 5, 2007; Ordinance 1379 adopted March 2, 2010; and Ordinance 1406 adopted October 18, 2011. G. On or about April 22, 2004, City and SOCCCD entered into that certain Agreement between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus (the "City Conveyance Agreement' pursuant to which the City agreed to convey a portion of the City Property comprising approximately 68.37 acres (the "ATEP Site") to SOCCCD on the terms and conditions set forth therein. Pursuant to the City Conveyance Agreement, (1) the City conveyed to SOCCCD fee title to approximately 37.66 acres of the City Fee Property (the "SOCCCD Fee Property"), pursuant to that certain Quitclaim Deed and Environmental Restriction Pursuant to Civil Code Section 1471 (the "2004 Quitclaim Deed") recorded on April 29, 2004 as Instrument No. 2004000369376 in the Official Records of Orange County, California (the "Official Records"), and conveyed the personalro e y and utility distribution systems associated with the Initial Parcel and the Sublease Area (as defined below) pursuant to that certain Bill of Sale (the "2004 Bill of Sale") delivered concurrently with the 2004 Quitclaim Deed; and (2) City subleased to SOCCCD approximately 30.71 acres of the City Leased Property (the "Sublease Area"), pursuant to that certain Sublease between the City of Tustin and the South Orange County Community College District for a Portion of MCAS Tustin dated April 29, 2004 (the "Sublease"), a Short Form Notice of which was recorded in the Official Records on April 7, 2004 as hlstrument No. 2004000373082. H. The Navy Conveyance Agreement has been amended by (1) that certain "Modification One (1) to Agreement between the United States of America Acting b y a through the Secretary of the Navy and the City of Tustin California for Conveyance of a Portio of the Marine Corps Air Station, Tustin" dated April 10, 2006; (2) that certain "Modification Two (2) to 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" dated July 31, 2006; and (3) that certain "Modification Three (3) to 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" dated December 19, 2011. The term "Navy Conveyance Agreement" as used herein means the original Navy Conveyance Agreement as amended by the three Modifications described above. I. For the purposes of this Agreement, (1) the Navy Conveyance Agreement, the LIFOC and all other documents executed or to be executed prior to the "Closing Date" (as N 5764-44062\APB360\AGRMT\ 1 136768.5 4%10/13 defined in Section 8.1 below) by the Navy or the Navy and the City pursuant thereto affecting the ATEP Site shall be collectively referred to herein as the "Navy Conveyance Documents" and (2) the City Conveyance Agreement, the 2004 Quitclaim Deed, the Sublease and all other documents executed or to be executed prior to the Closing Date by the City or by the City and SOCCCD pursuant thereto affecting the ATEP Site shall be collectively referred to herein as the "City Conveyance Documents." J. Pursuant to Zoning Administrator Action 10-002 adopted on Judy 26, 2010, the Zoning Administrator of the City approved Concept Plan 09-001 for Phase 3A of the ATEP Site ("Concept Plan 3A"). Pursuant to Concept Plan 3A, SOCCCD may develop up to 305,000 square feet of buildings (each, a "Phase 3A Building"; collectively, "Phase 3A Buildings") that meet the current definition of an "Advanced Technology Educational Campus" (as such term is defined in the City Conveyance Agreement), subject to compliance with the conditions of approval of Concept Plan 3A. K. SOCCCD and the County of Orange ('the "County") have entered into that certain Agreement for the Exchange of Real Property dated February 7, 2012, as amended by Amendment No. 1 thereto dated April 28, 2012, Amendment No. 2 thereto dated June 26, 2012 and Amendment No. 3 thereto dated 2013 (as so amended, the "County Land Exchange Agreement'). As set forth in the County Land Exchange Agreement, SOCCCD and County desire to effectuate a land exchange (the "SOCCCD-County Land Exchange") involving the following parcels within the former MCAS Tustin as identified on the map attached hereto as Exhibit A (the "Site Map"): SOCCCD desires to exchange a portion of the ATEP Site consisting of a ten (10) acre parcel identified on the Site Map as the "Armstrong Parcel" with a ten (10) acre parcel identified on the Site Map as the "County Parcel." L. In addition to the SOCCCD-County Land Exchange, SOCCCD and City believe that an exchange of parcels owned by the Parties within the former MCAS Tustin would be beneficial to both Parties. Such land exchange will involve the following parcels, each as identified on the Site Map (collectively, the "Exchange Parcels"): (1) SOCCCD will exchange the following parcels within the ATEP Site (collectively, the "SOCCCD Exchange Parcels"): (a) Warner Parcel: An approximately 6.8 acre parcel adjacent to future Warner Avenue and to the current Sheriff's Training Facility (the "Warner Parcel"). The Warner Parcel is shown as Arca I on the Site Map and is more particularly described in Exhibit B attached hereto. Previously, the Warner Parcel was improved with a helicopter hangar and an office building; however, SOCCCD has demolished such improvements, so that the only remaining improvements are at or below grade. (b) Valencia Parcels: Two (2) parcels comprising approximately 3.98 acres in the aggregate located north of Valencia Avenue. One such parcel is located to the west of Lansdowne Road ("Valencia Parcel No. 1"), is shown as Area 9 on the Site Map and is more particularly described in Exhibit C-1 attached hereto. The other parcel is located to the east of Lansdowne Road ("Valencia Parcel No. 2"), is shown as Area 7 on the Site Map and is more particularly described in Exhibit C-2 attached hereto. Valencia Parcel No. 1 and Valencia Parcel No. 2 shall be collectively referred to herein as the "Valencia Parcels." Valencia Parcel No. 1 is 3 5764-44062\A PB360\A GR TVI T11 13676s.5 4%10%1 3 currently improved with buildings comprising approximately 14,676 square feet which SOCCCD currently uses for classrooms, administrative offices and other educational uses. Valencia Parcel No. 2 is currently improved with a parking lot. (2) City will exchange the following parcels within the City Property (collectively, the "City Exchange Parcels"): (a) Child Care Parcel: An approximately 2.37 acre parcel adjacent to the County Parcel (the "Child Care Parcel"). The Child Care Parcel is shown as Parcel 8 on the Site Map and is more particularly described in Exhibit D attached hereto. The Child Care Parcel is currently improved with an approximately 14,936 square foot building that was previously used as a child care facility for MCAS Tustin, a parking lot, playground areas and ancillary structures. (b) Red Hill Parcels: Two (2) parcels comprising approximately 9.0 acres in the aggregate located adjacent to Red Hill Avenue (collectively, the "Red Hill Parcels"). The Red Hill Parcels are shown as Area 6 and Area 2 on the Site Map and are more particularly described in Exhibit E_>_ and in Exhibit E=2 attached hereto. The Red Hill Parcels have been improved with certain former military buildings and related improvements that are scheduled to be demolished. (3) The Parties acknowledge that Valencia Parcel No. 2 and the Child Care Parcel are currently part of the City Leased Property. Accordingly, in order to effectuate the land exchange described above, it will be necessary to amend the Sublease to delete Valencia Parcel No. 2 and add the Child Care Parcel. M. City and SOCCCD also desire to extend Bell Avenue from its current eastern terminus at Red Hill Avenue across the ATEP Site to Armstrong Avenue, as shown on the Site Map (the "Bell Avenue Extension"). In order to effectuate the Bell Avenue Extension, the following transfers will be required pursuant to.Section 13.6 below, each as identified on the Site Map: (1) SOCCCD ROW: SOCCCD will irrevocably dedicate to City from property it currently owns within the SOCCCD Fee Property a right-of-way comprising approximately 1.4 acres, is shown as Area 4 on the Site Map and is more particularly described in Exhibit F-1 attached hereto (the "SOCCCD ROW Fee Property"). In addition, SOCCCD will irrevocably dedicate to City all of its current and future right, title and interest in a right-of-way comprising approximately 1.1 acres within the Sublease Area that is shown as Area S on the Site Map and is more particularly described in Exhibit F-2 attached hereto (the "SOCCCD ROW Subleased Property"). Finally, SOCCCDwill irrevocably dedicate to City the "City ROW" (as defined in Recital M(2) below) immediately following the conveyance of the same by City to SOCCCD pursuant to Recital M(2) below. (2) City ROW: The City will convey to SOCCCD from property that City currently owns in fee within the City Property a right-of-way comprising approximately 1.3 acres is shown as Area 3 on the Site Map and is more particularly described in Exhibit G attached hereto (the "City ROW"). SOCCCD will, in turn, immediately dedicate the City ROW to City as set forth in Recital M(l) above. 4 5 764-4406?',A PB360' A G R M-1- 1 136768,5 . 4`10%I3 (3) Bell Avenue ROW. The SOCCCD ROW Fee Property, the SOCCCD ROW Subleased Property and the City ROW shall be collectively referred to herein as the `Bell Avenue ROW." There are certain former military buildings and related improvements that are partially located on portions of the Bell Avenue ROW. N. Prior to the execution hereof, City and SOCCCD entered into that certain Agreement for CEQA Processing and Joint Defense, dated October 29, 2012 (the "CEQA Processing Agreement"), which provides for compliance by City and SOCCCD with California Environmental Quality Act, California Public Resources Code, Sections 21000, et seq. ("CEQA") in connection with the approval of this Agreement and the Development Agreement and certain related matters. O. Concurrently with the execution hereof, City and SOCCCD are entering into the following agreements: (1) Development Agreement: An amendment and restatement of the City Conveyance Agreement and constituting a Development Agreement pursuant to California Government Code Sections 65864, et seq. (the "Development Agreement") in the form of Exhibit H attached hereto, which Development Agreement will be recorded in the Official Records immediately following the execution thereof; (2) McCain Agreement: An agreement concerning the improvement of McCain - Smith Road, and concerning the sharing of the cost of such improvements, in the form of Exhibit I attached hereto (the "McCain Agreement"); and (3) Bell Avenue Agreement: An agreement concerning the improvement of Bell Avenue and concerning the sharing of the cost of such improvement within the Bell Avenue ROW, in the farm of Exhibit J attached hereto (the "Bell Agreement"). P. On _ , 2013, the City Council of the City (the "City Council") adopted Resolution No. approving an amendment to the City's General Plan (the "GPA") and conducted afirst reading of proposed Ordinance No. to the Specific Plan (the "SPA") incorporatesapproving an amendment Agreement, the Development Agreement and the Bell Agreement. On that accommodate this City Council conducted a second reading and adopted Ordinance No. 2013, the the SPA. approving Q. On 2013, the City Council conducted a first reading of proposed Ordinance No. approving the Development Agreement. On City Council conducted a second reading and adopted Ordinance No. 2013, the Development Agreement. On approving the 2013 the City Council adopted Resolution No. approving this Agreement, the McCain Agreement and the Bell Agreement. R. In consideration of entering into this Agreement, the Development Agreement, the McCain Agreement and the Bell Agreement (collectively, the "SOCCCD-City Agreements"), the Parties desire to mutually release and waive any claims that they may have against each other under the City Conveyance Documents, effective as of the closing of the transactions described below. I 5764-44062\APB360\AGRM"111136768,4; 4%10`1 3 S. Prior to the execution and delivery hereof, the governing body of each of the Parties has approved the execution and delivery of this Agreement. In connection with such approval, the governing body of each of the Parties, after independent review and consideration, certified a document (the "CEQA Document"), which is intended to render the action of the applicable governing body with respect to the approval hereof in compliance with the provisions of CEQA. NOW, THEREFORE, based upon the foregoing facts, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Agreement. 1.1 Notice of Determination. Each of the Parties shall file a Notice of Determination under Section 21152 of the California Public Resources Code within five (5) working days after the approval of this Agreement and the certification of the CEQA Document by their respective governing bodies. 1.2 Exchange. Upon the satisfaction or waiver of all of the conditions precedent to the Close of Escrow set forth in Section 7 below, then the following conveyances shall occur concurrently (collectively, the "Exchange"): (i) City shall convey to SOCCCD by quitclaim deed the Red Hill Parcels; (ii) SOCCCD shall convey to City by quitclaim deed the Warner Parcel and Valencia Parcel No. 1; and (iii) the Sublease shall be amended to delete Valencia Parcel No. 2 and add the Child Care Parcel. The dedication of the Bell Avenue ROW shall occur subsequent to the Exchange pursuant to Sectl'on 1 3_6 below, as follows: (I) SOCCCD shall dedicate to City for street purposes (A) its fee interest in the SOCCCD ROW Fee Property; (B) its subleasehold interest in the SOCCCD ROW Subleased Property and (C) the City ROW; and (II) City shall convey to SOCCCD by quitclaim deed its fee interest in the City ROW. The Exchange and the dedication of the Bell Avenue ROW shall include all buildings and other improvements located on the Exchange Parcels and the Bell Avenue ROW, respectively. 2. Escrow. N° 2.1 Escrow Instructions. The Exchange shall be consummated through Escrow (the "Escrow") at First American Title Insurance Company, 5 First American Way, Santa Ana, California 92707 Attention: Patty Beverly (the "Escrow Holder"). Escrow shall be opened within three (3) days following the execution of this Agreement by delivery to Escrow Holder of a fully executed copy of this Agreement by the Parties. The date that the Escrow is opened as indicated by the Acceptance by Escrow Holder attached hereto shall be the "Escrow Opening Date." This Agreement, together with the general escrow provisions attached hereto as Exhibit K, shall constitute Escrow Holder's instructions. The Parties agree to execute and deliver to Escrow Holder such additional and supplemental instructions as Escrow Holder may require in order to clarify Escrow Holder's duties under this Agreement. However, in the event of any conflict or inconsistency between this Agreement and the general escrow provisions, the terms of this Agreement shall govern the duties of Escrow Holder and the rights and obligations of the Parties. I 5764-44062'AP336WAGRMTA 136768.5, 4, 10%13 2.2 Definition of Close of Escrow. For purposes of this Agreement, the term "Close of Escrow" shall mean the time when Escrow Holder shall have recorded the instruments set forth in Section 8.4.2 below. 3. Approval of Condition of Title. 3.1 SOCCCD's Approval of Condition of Title. 3.1.1 City Exehancre Parcels Commitment. Prior to the Effective Date, as defined in Section 14.14 below, SOCCCD received and approved that certain Title Commitment, identified as Order No. NCS and dated 2013 Parcels Commitment"), covering the City Exchange Parcels issued by First mer cahe "City Titlle Insurance Company (the "Title Company"). A copy of the City Exchiange Parcels Commitment is attached hereto as Exhibit L. Those exceptions to title set forth in the City Exchange Parcels Commitment are hereinafter referred to as the "City Exchange Parcels Permitted Exceptions." The City Exchange Parcels Pennitted Exceptions shall exclude any delinquent taxes or any taxes due and payable prior to the Close of Escrow and any other monetary liens or encumbrances on the City Exchange Parcels. 3.1.2 SOCCCD Current Restrictions. The Parties acknowledge that the SOCCCD Fee Property is currently subject to certain covenants, conditions and restrictions set forth in the 2004 Quitclaim Deed (the 112004 CC&Rs") which requi Ire modification in order to conform to this Agreement, Develops ent Agreement andSthe Bell Agreement. Accordingly, upon the Close of Escrow and as a condition precedent thereto, the Parties shall execute, acknowledge and deliver an amendment to the 2004 CC&Rs in the form of the "Amendment to CC&Rs" (as defined in Section 81.1(k) below), pursuant to Sections 8.3 1(k) and 8.3.2(k) below. 3.2 City's Approval of Condition of Title. 3.2.1 SOCCCD Exchanue Parcels Commitment. Prior to the Effective Date, City has received and approved that certain Title Commitment issued by the Title Company, identified as Order No. NCS and dated Exchange Parcels Commitment") covering the SOCCCD Exchange Parcels a0copy 13 (SOCCCD of wh is attached hereto as Exhibit M. Those exceptions to title set forth in the SOCCCD Ex h�ange Parcels Commitment are hereinafter referred to as the "SOCCCD Exchange Parcels Permitted Exceptions." The SOCCCD Exchange Parcels Permitted Exceptions shall exclude any delinquent taxes or any taxes due prior to the Close of Escrow and any other monetary liens or encumbrances on the SOCCCD Exchange Parcels. 4. Title Insurance Policies. 4.1 SOCCCD Title Insurance Polic . At the Close of Escrow and as a condition thereto, the Title Company shall issue to SOCCCD a policy of title insurance (the "City Exchange Parcels Title Policy") as to the City Exchange Parcels, containing the terms and provisions set forth in this Section 4.1. The City Exchange Parcels Title Policy shall be an ALTA Standard Coverage Owner's Policy (2006 Policy Form) in an amount mutually agreed to by the Parties, and in no event less than the fair market value of the City Exchange Parcels, 7 5 764-4406?\A PB360\A GRMTI 1136768.5 411 0%13 showing fee simple or subleasehold title to the City Exchange Parcels (as applicable) vested in SOCCCD, subject only to the City Exchange Parcels Permitted Exceptions, and such other matters as to which SOCCCD may consent in writing. The premium for the City Exchange Parcels Title Policy and any costs incurred in connection with the search and examination of title and/or for the issuance of the City Exchange Parcels Commitment shall be paid by City. The City Exchange Parcels Title Policy shall be issued without reliance on any indemnity of City or any third party to induce Title Company to issue the City Exchange Parcels Title Policy, without the prior written consent of SOCCCD. If SOCCCD so elects and the Title Company agrees, the City Exchange Parcels Title Policy may include such endorsements as SOCCCD may reasonably request; provided however, that all such endorsements shall be issued at SOCCCD's sole cost and expense. In addition, if SOCCCD so elects and the Title Company agrees to issue an ALTA Extended Coverage Owner's Policy (2006 Policy Form), the "City Exchange Parcels Tide Policy" as defined above shall be an ALTA Extended Coverage rather than an ALTA Standard Coverage policy, with all other elements remaining the same; provided however, that the additional premium for such extended ALTA coverage shall be paid by SOCCCD. 4.2 Citv Title Insurance Poliev. At the Close of Escrow and as a condition thereto. the Title Company shall issue to City a policy of title insurance (the "SOCCCD Exchange Parcels Title Policy") as to the SOCCCD Exchange Parcels, containing the terms and provisions set forth in this Section 4.2. The SOCCCD Exchange Parcels Title Policy shall be an ALTA Standard Coverage Owner's Policy (2006 Policy Form) in an amount mutually agreed to by the Parties, and in no event less than the fair market value of the SOCCCD Exchange Parcels, showing fee simple or leasehold title to the SOCCCD Exchange Parcels (as applicable) vested in City, subject only to the SOCCCD Exchange Parcels Permitted Exceptions, and such other matters as to which City may consent in writing. The premium for the SOCCCD Exchange Parcels Title Policy and any costs incurred in connection with the search and examination of title and/or for the issuance of the SOCCCD Exchange Parcels Commitment shall be paid by SOCCCD. The SOCCCD Exchange Parcels Title Policy shall be issued without reliance on any indemnity of SOCCCD or any third party to induce Title Company to issue the SOCCCD Exchange Parcels Title Policy, without the prior written consent of City. If City so elects and the Title Company agrees, the SOCCCD Exchange Parcels Title Policy may include such endorsements as City may reasonably request; provided however that all such endorsements shall be issued at City's sole cost and expense. In addition, if City so elects and the Title Company agrees to issue an ALTA Extended Coverage Owner's Policy (2006 Policy Form), the "SOCCCD Exchange Parcels Title Policy" as defined above shall be an ALTA Extended Coverage rather than an ALTA Standard Coverage policy, with all other elements remaining the same; provided however, that the additional premium for such extended ALTA coverage shall be paid by City. 5. Due Diligence Review. 5.1 Access to the Exchan e Parcels. Prior to the Effective Date, City and SOCCCD executed that certain License Agreement dated March 14, 2013, in order to give each Party access to those Exchange Parcels which it shall receive pursuant to this Agreement for purposes of conducting its due diligence review (the "License Agreement"). The License Agreement shall remain in full force and effect in accordance with its terms. 8 5764-44062\APB360\AGRM-P 1 1367Wg 41/1013 5.2 Documents. Prior to the Effective Date, each Party has delivered to the other Party copies of all written information in such Party's possession with respect to the Exchange Parcels to be acquired by the other Party, including all reports, maps and other written information in sucb Party's possession with respect to such Exchange Parcels, including all reports, maps and other written information, if any, which relate to the environmental condition of the Exchange Parcels. e 5.3 Approval. Prior to the Effective Date, each Party has conducted such due diligence review of the Exchange Parcels which such Party shall receive pursuant to this Agreement as it deems appropriate, and each Party hereby approves the condition of the Exchange Parcel that it will receive pursuant to this Agreement. 5.4 Environmental Insurance. As part of its due diligence review, SOCCCD has determined that it is feasible to amend its existing Environmental Pollution Legal Liability Policy ("Environmental Insurance") for the ATEP Site to delete the SOCCCD Exchange Parcels and add the City Exchange Parcels without additional premium. In lieu of adding City as an additional insured to the Environmental Insurance as to the Warner Parcel, SOCCCD shall pay to City at the Close of Escrow the sum of Sixty Seven Thousand Seven Hundred Seventy - One and 110/100 Dollars ($67,771.00) (the "Environmental Insurance Credit"). City shall have the right (but not the obligation) to obtain its own policy of environmental insurance as to the Warner Parcel after the Close of Escrow on such terms and conditions as it deems acceptable, at its sole cost and expense. 6. Intentionallv Deleted. 7. Conditions Precedent to Close of Escrow. 7.1 Mutual Conditions. The following shall constitute conditions precedent to the obligations of SOCCCD and City to close the Escrow and may be waived only by a written waiver executed by both SOCCCD and City and delivered to Escrow Holder. 7.1.1 GPA/SPA. Each of the following events shall have occurred: (a) the GPA and SPA adopted by the City as described in Recital P above shall each be in full force and effect; (b) no revision of the GPA or the SPA shall be in any stage of any approval process; and (c) any and all applicable statutes of limitation with respect to a CEQA challenge to the adoption of the GPA, the SPA, the CEQA Document or the City's compliance with CEQA in connection with the GPA or the SPA, shall have expired or, if the GPA, the SPA, the CEQA Document or the City's CEQA compliance shall have been challenged, such challenge shall have failed to affect the City's approval of the GPA, the SPA, the CEQA Document or the validi City's CEQA compliance. ty of the 7.1.2 Development Agreement. Each of the following events shall have occurred: (a) City and SOCCCD shall have approved and executed the Development Agreement and shall have delivered the same to Escrow Holder pursuant to Section 8_3 below; and (b) any and all applicable statutes of limitation with respect to a judicial CEQA challenge or electoral challenge to the Development Agreement shall have expired, or if the Development Agreement shall have been challenged, such challenge shall have failed to affect the validity of the Development Agreement. 9 5764-44062APB360'A<;ItM7' I1367685 4%10;13 7.1.3 Bell rtareement.City and SOCCCD shall have approved, executed and delivered the Bell Agreement. 7.1.4 McCain Agreement. City and SOCCCD shall have approved, executed and delivered the McCain Agreement, 7.2 SOCCCD's Conditions. Each of the following shall constitute a condition precedent to the obligations of SOCCCD to close the Escrow and may be waived only by a written waiver executed by SOCCCD and delivered to City and to Escrow Holder: 7.2.1 Interim Lease. City and SOCCCD shall have entered into the Interim Lease described in Section 10.3 below. 7.2.2 Environmental Insurance. The carrier of SOCCCD's Environmental Insurance shall have irrevocably committed to issue an amendment to the policy of Environmental Insurance deleting the SOCCCD Exchange Parcels from coverage and adding the City Exchange Parcels for coverage effective upon the Close of Escrow, for no additional premium. 7.2.3 City Documents. City shall have deposited in Escrow the funds and documents set forth in Section 8.3.2 below. 7.2.4 Title p jjEj- The Title Company shall be irrevocably committed to issue the City Exchange Parcels Title Policy upon the Close of Escrow. 7.2.5 No Material Change. As of the Close of Escrow, there shall be no material change in the City Exchange Parcels that would materially impair SOCCCD's use or development of the City Exchange Parcels. 7.2.6 Representations and «arranties. All of City's representations and warranties as set forth herein shall be true as of the Close of Escrow. 7.2.7 No Default. City shall not be in default hereunder. If SOCCCD does not give Escrow Holder written notice of City's default, for purposes of this Section 7.2.7 only, City shall be deemed not to be in default hereunder, and Escrow Holder shall proceed with the Close of Escrow as though City were not in default. SOCCCD's failure to give such notice to Escrow Holder shall not excuse performance by City of any obligation hereunder. 7.3 City's Conditions. Each of the following shall constitute a condition precedent to the obligations of City to close the Escrow and may be waived only by a written waiver executed by City and delivered to SOCCCD and to Escrow Holder: 7.3.1 SOCCCD Conveyance Documents. SOCCCD shall have deposited in Escrow the funds and documents set forth in Section 8.3.1 below. 7.3.2 Title e_ Policy. The Title Company shall be irrevocably committed to issue the SOCCCD Exchange Parcels Title Policy upon the Close of Escrow. 10 5764-44062\APB360\AGRMT, 1 136768.5 411101/1, 7.3.3 _No Material Chan e. As of the Close of Escrow, there shall be no material change in the SOCCCD Exchange Parcels that would materially impair City's use or development of the SOCCCD Exchange Parcels, 7.3.4 Representations and'4Varranties. All of SOCCCD's representations and warranties as set forth herein shall be true as of the Close of Escrow. 7.3.5 No Default. SOCCCD shall not be in material default hereunder. If City does not give Escrow Holder written notice of SOCCCD's default, for purposes of this Section 7.3.5 only, SOCCCD shall be deemed not to be in default hereunder, and Escrow Holder shall proceed with the Close of Escrow as though SOCCCD were not in default. City's failure to give such notice to Escrow Holder shall not excuse performance by SOCCCD of any obligation hereunder. 8• Close or Cancellation of Escrow. 8.1 Closing Procedures. The Parties agree that the Escrow shall close and Escrow Holder is instructed to close the Escrow upon the satisfaction or waiver of the last to be satisfied or waived of the conditions precedent to the Close of Escrow set forth in Section 7 above, but in no event later than June 28, 2013 (the "Closing Date"). 8.1.1 Issuance of Title Policies. Escrow Holder by closing the Escrow shall be deemed to have irrevocably committed to cause the Title Company to issue the City Exchange Parcels Title Policy and the SOCCCD Exchange Parcels Title Policy. 8.1.2 Failure of Close of Escrow to Occur. In the event that the Close of Escrow fails to occur by the Closing Date and neither Party is in default of its obligations hereunder, then either Party may cancel the Escrow by written notice to the other Party and to Escrow Holder. In the event that, due to a default by either Party, the Close of Escrow fails to occur by the Closing Date, then without waiving any rights or remedies which the non - Defaulting Party may have against the Defaulting Party (as defined in Section 12.1 below) under this Agreement, the non -Defaulting Party may cancel the Escrow upon written notice to the Defaulting Party and to Escrow Holder. 8.2 Escrow Cancellation. 8.2.1 If, for any reason, the Escrow is cancelled pursuant to Section 8. 1. above, Escrow Holder shall return to the Parties delivering same all instruments which are then held by Escrow Holder in connection with the Escrow. 8.2.2 If the Escrow is cancelled pursuant to Section 8.1.2 above and neither Party is in default of its obligations hereunder, this Agreement shall be deemed to be terminated (with the exception of those provisions which expressly state that they are to survive such termination), and SOCCCD and City shall each bear one-half (1/2) of the title and Escrow fee and cancellation charges, if any. In such event, neither Party shall be obligated to the other to close the Escrow hereunder. 11 >764-44062',.AI'B360`A(aRl]"r',1 i 3,6768,5 4/ 1(f 13 j 8.2.3 If the Escrow is cancelled pursuant to Section 8.1.2 above and SOCCCD is the Defaulting Party, SOCCCD shall pay the Escrow fee and cancellation charges. 8.2.4 If the Escrow is cancelled pursuant to Section 8.1.2 above and City is the Defaulting Party, City shall pay the Escrow fee and cancellation charges. 8.3 Items to be Delivered into Escrow. 8.3.1 SOCCCD. On or before one (1) business day prior to the date set for Close of Escrow, SOCCCD shall execute, acknowledge (as applicable) and deposit into Escrow the following: (a) Immediately available funds in the amount of the Environmental Insurance Credit plus District's share of costs described in Section 9.1 below; (b) One (1) original of a quitclaim deed as to the Warner Parcel and Valencia Parcel No. I in the form of Exhibit N attached hereto (the "SOCCCD-City Quitclaim Deed"); (c) Two (2) counterparts of a bill of sale as to the Warner Parcel and Valencia Parcel No. 1 in the form of Exhibit O attached hereto (the "SOCCCD-City Bill of Sale"); (d) Two (2) counterparts of the City-SOCCCD Bill of Sale (as defined in Section 8.3.2(c) below); (e) One (1) original of an irrevocable offer of dedication for street purposes of the Bell Avenue ROW in the form of Exhibit P attached hereto (the `Bell Avenue Dedication"), (f) Two (2) counterparts of an amendment to the Sublease deleting Valencia Parcel No. 2 and adding the Child Care Parcel in the form of Exhibit Q attached hereto (the "Sublease Amendment"); (g) One (1) original of an Amendment to Short Form Notice of Sublease in the form of Exhibit R attached hereto (the "Notice of Sublease Amendment"); (h) One (1) original of a Termination of Short Form Notice of Agreement in the form of Exhibit S attached hereto (the "Termination of Notice"); (i) One (1) original of a Notice of Effective Date of Development Agreement in the form of Exhibit T attached hereto (the "Notice of Effective Date"); 0) One (1) original of an Amendment No. 1 to Covenants, Conditions and Restrictions in the form of Exhibit U attached hereto (the "Amendment to CC&Rs" )• (k) Two (2) counterparts of an Amendment No. 1 to Bill of Sale in the form of Exhibit V attached hereto (the "Amendment to Bill of Sale"); 12 5764-440621APB360\AGRMT\1 136768 5 4.10; 13 (1) Two (2) counterparts of the Interim Lease i Exhibit AA attached hereto; n the fozm of (In) A nonforeign transferor declaration (the "Nonforeign Transferor Declaration (SOCCCD)") substantially in the form of Exhibit W attached hereto; (n) A California state tax withholding certificate in accordance with the requirements of California Revenue and Taxation Code Section 18668 (the "California Tax Certificate (SOCCCD)"); and (o) Such other documents as may be reasonably required by Title Escrow Company or Holder in order to issue the SOCCCD Exchange Parcels Title Policy or otherwise required to transfer the SOCCCD Exchange Parcels to City in accordance with the terms of this A{areement. 8.3.2 City. On or before one (1) business day prior to the date set for Close of Escrow, City shall execute and deposit into Escrow the following: (a) Immediately available funds in the amount of City's share of costs described in Section 9.2 below; (b) One (1) original of a quitclaim deed as to the Red Hill Parcels in the form of Exhibit X_1 attached hereto (the "City-SOCCCD Quitclaim Deed").- and one (1) original of a quitclaim deed as to the City ROW in the form of Exhibit x_2 attached hereto (the "City ROW Deed"), - (c) Two (2) counterparts of a bill of sale as to the Red Hill Parcels in the form of Exhibit Y attached hereto (the "City-SOCCCD Bill of Sale"); (d) Two (2) counterparts of the SOCCCD-City Bill of Sale (e) Two (2) counterparts of the Sublease Amendment; (0 One (1) original of the Notice of Sublease Amendment; (g) One (1) original of the Termination of Notice; (h) One (1) original of the Notice of Effective Date; (i) One (1) original of the Amendment to CC&Rs; 0) Two (2) counterparts of the Amendment to Bill of Sale; (k) Two (2) counterparts of the Interim Lease; (1) A nonforeign transferor declaration (the " 1Nonforeign Transferor Declaration (City)") substantially in the form of Exhibit Z attached hereto; 13 5764-44062\APW60\AGRM"I 1136768.5 4%1(/13 (111) A California state tax withholding certificate in accordance with the requirements of California Revenue and Taxation Code Section 18668 (the "California Tax Certificate (City)"), and (n) Such other documents as may be reasonably required by Title Company or Escrow Holder in order to issue the City Exchange Parcels Title Policy or otherwise required to transfer the City Exchange Parcels to SOCCCD in accordance with the terms of this Agreement. 8.4 Escrow HoIder's Instructions. At such time as all of the conditions precedent to the Close of Escrow shall have been satisfied or waived, the Escrow Holder shall proceed as follows: 8.4.1 Date, as of the Close of Escrow, all instruments calling for a date. forth below: 8.4.2 Record, the following documents in the Official Records in the order set (a) The City-SOCCCD Quitclaim Deed; (b) The SOCCCD-City Quitclaim Deed; (c) The Notice of Sublease Amendment; (d) The Termination of Notice; (e) The Notice of Effective Date; and (f) The Amendment to CC&Rs. 8.4.3 Deliver, the following documents and funds: (a) To City: (i) The Environmental Insurance Credit; (ii) One (1) fully -executed counterpart of each of the following: (A) the City-SOCCCD Bill of Sale; (B) the SOCCCD-City Bili of Sale; (C) the Amendment to Bill of Sale; (D) the Sublease Amendment; and (E) the Interim Lease; and The SOCCCD Exchange Parcels Title Policy. (b) To S0CCCD: (i) One (1) fully -executed counterpart of each of the following: (A) the City-SOCCCD Bill of Sale; (B) the SOCCCD-City Bill of Sale; (C) the Amendment to Bill of Sale; (D) the Sublease Amendment; and (E) the Interim Lease; and (ii) The City Exchange Parcels Title Policy. 14 5764-44062\AP13360\AGRMP 1 136768.5 4%1 W1 3 8.4.4 Retain in Escrow the City ROW Dced and the Bell Avenue Dedication for later recordation pursuant to Section 13.6 below, 8.4.5 Give SOCCCD and City occurred. telephonic notice that the Close of Escrow has 8.5 Post -Closing Matters. the following: After the Close of Escrow, Escrow Holder shall deliver 8.5.1 To City: A copy, as recorded, of the documents recorded pursuant to Section 8.4.2 above, the original of the Nonforeign Transferor Declaration (SOCCCD) and the original of the California Tax Certificate (SOCCCD). 8.5.2 To SOCCCD: A copy as recorded, of the documents recorded pursuant to Section 8.4.2 above, the original Nonforeign Transferor Declaration (City) and dee original California Tax Certificate (City). 8.5.3 To Jackson DeMarco Tidus & Pee en au h counsel to SOCCCD: Copies of all documents to be delivered to SOCCCD pursuant to Section 8.5.2 above. 8.5.4 To Kutak Rock LLP counsel to City: Copics of all documents to be delivered to City pursuant to Section 8.5.1 above. 8.6 IRS Form 1099-S. For purposes of complying with Section 6045 of the Code, as amended by Section 1521 of the Code, Escrow Holder shall be deemed the "person responsible for closing the transaction," and shall be responsible for obtaining the information necessary to file and shall file within the time specified with the Internal Revenue Service Form 1099-S, "Statement for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions." 9. Costs and Prorations. 9.1 Costs to be Paid by SOCCCD. SOCCCD shall pay the following costs: 9.1.1 The portion of the premium for the City Exchange Parcels Title Policy that is SOCCCD's responsibility pursuant to Section 4.1 above; 9.1.2 The premium for the SOCCCD Exchange Parcels Title Policy that is SOCCCD's responsibility pursuant to Section 4.2 above; and 9.1.3 One-half (1/2) of the Escrow fee. 9.2 Costs to be Paid by City. City shall pay the following costs: 9.2.1 The premium for the City Exchange Parcels Title Policy that is City's responsibility pursuant to Section 4.1 above; 9.2.2 The portion of the premium for the SOCCCD Exchange Parcels Title policy that is City's responsibility pursuant to Section _ 4.2 above; and 15 5764-44062\A PB360\A GRMT\ 1136768.5 4%10'1.3 9.2.3 One-half (1/2) of the Escrow fee. 10. Representations and Warranties, Covenants. 10.1 SOCCCD's Representations and Warranties. As a material inducement to City to enter into this Agreement, SOCCCD makes the following Escrow. covenants, representations and warranties to City set forth in this SectSection10.1 as of the date hereof and as of the Close of 10.1.1 SOCCCD's Authority to Execute A reement. SOCCCD hereby represents to City that on and as of the date of this Agreement and on and as of the Close of Escrow, SOCCCD has full capacity, right, power and authority to execute deliver and perform this Agreement and all documents to be executed by SOCCCD pursuant hereto. and all required action and approvals therefor have been duly taken and obtained for the Close of Escrow. The individuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of SOCCCD shall be duly authorized to sign the same on SOCCCD's behalf and to bind SOCCCD thereto. This Agreement and all documents to be executed pursuant hereto by SOCCCD are and shall be binding upon and enforceable against SOCCCD in accordance with their respective terms. 10.1.2 AS -IS. SOCCCD acknowledges that SOCCCD has inspected the City Exchange Parcels and made its own independent investigation of the same. SOCCCD further acknowledges that it is acquiring the City Exchange Parcels "AS -IS," in reliance solely on its own inspection of the City Exchange Parcels and on City's representations and warranties as set forth herein. 10.2 City's Representations and Warranties. As a material inducement to SOCCCD to enter into this Agreement, City makes the following covenants, representations and warranties to District set forth in this Section I0.2 as of the date hereof and as of the Close of Escrow. 10.2.1 City's Authority to Execute A reement. City hereby represents to SOCCCD that on and as of the date of this Agreement and on and as of the Close of Escrow, City has fill capacity, right, power and authority to execute, deliver and perform this Agreement and all documents to be executed by City pursuant hereto, and all required action and approvals therefor have been duly taken and obtained for the Close of Escrow. Theindividuals signing this Agreement and all other documents executed or to be executed pursuant hereto on behalf of City shall be duly authorized to sign the same on City's behalf and to bind City thereto. This Agreement and all documents to be executed pursuant hereto by City are and shall be binding upon and enforceable against City in accordance with their respective terms. 10.2.2 AS -IS. City acknowledges that City has inspected the SOCCCD Exchange Parcels and made its own independent investigation of the same. City further acknowledges that it is acquiring the SOCCCD Exchange Parcels "AS -IS," in reliance solely on its own inspection of the SOCCCD Exchange Parcels and on SOCCCD's representations and warranties as set forth herein. 10.3 Interim Lease. Upon the Close of Escrow, City, as lessor, and SOCCCD, as lessee, shall enter into a lease (the `Interim Lease") of Valencia Parcel No. 1 and a portion of lb 5764-44062\A PB360\AGRM T\ 1 136768.5 41/101/13 Valencia Parcel No. 2 for a term of three (3) years. The Interim Lease shall be in the form attached hereto as Exhibit AA. 11• Mutual Releases. 11.1 Mutual Release and Waiver. Except as expressly set forth in this Agreement, City, on the one hand, and SOCCCD, on the other hand, each hereby agrees to and does forever waive, release, acquit and forever discharge the other Party and such other Party's predecessors, successors, subsidiaries and affiliates, and each of their respective elected and appointed officials, officers, directors, shareholders, members, partners, limited partners, agents, attorneys, employees insurers and affiliates, and each of them, of and from any and all claims, losses, demands, obligations, liabilities, indebtedness, breaches of contract, disclosures, breaches of duty or any relationship acts, omissions, misfeasance cause or causes of action, debts, sums of money, accounts, compensations, contracts, controversies, promises, damages, costs, fees, sanctions, losses and expenses of every kind, nature, description or character, andirrespective of n how, why or by reason of what facts, which could, might or may be claimed to exist or whatever kind or name, whether known or unknow, suspected or unsuspected, developed or undeveloped, liquidated or unliquidated, which ever existed, now exists or may hereafter exist, each as though frilly set forth herein at length, which in any way arise out of, are connected with or relate to the City Conveyance Agreement or the other City Conveyance Documents, except for any obligations expressly set forth in this Agreement, the Development Agreement, the CEQA Processing Agreement, the McCain Agreement, the Bell Agreement, or any of the documents that are attached thereto as exhibits and incorporated by reference therein (all of the Claims released under this Section ll,l shall be collectively referred to as the "Released Claims"). Each Party each hereby covenants and agrees not to sue or assert, or to cause or assist any other Person or entity to sue or assert, any claim or cause of action which is released by the Released Claims or which is based upon the Released Claims. The releases provided under this Section I 1.1 shall be effective on the Close of Escrow. Each Party agrees, represents and warrants that it realizes and acknowledges that it may hereafter discover facts, in addition to or different from those which the Party now knows or believes to be true with respect to the subject matter of this Agreement and the Released Claims, and in furtherance of this intention, the releases given herein shall be and remain in effect notwithstanding the discovery of such additional or different facts. Each Party hereby expressly waives any and all rights conferred upon it by the provisions of California Civil Code Section 1542, and expressly consents that this release shall be given full force and effect according to each and all of its express ternns and provisions. Section 1542 provides: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." City Initials SOCCCD Initials 17 5764-44062\A P13360\A G RSM 11,1 136768.5 4/10/13 P Each Party hereby understands and acknowledges the significance and consequences of such release and specific waiver of Section 1542 and has been advised by independent legal counsel concerning the same. 11.2 Acknowledgment Concerning Releases. Notwithstanding anything in Section 11 1 above, each Party acknowledges and agrees that the Released Claims do not include any claim seeking to enforce or obtain a remedy for a breach of obligations created by and the SOCCCD-City Agreements, or any of the documents that are attached thereto as exhibits incorporated by reference therein. 11.3 tilonument Si n. Without limiting the generality of the releases set forth in Section 11.1 above, effective upon the Close of Escrow, to construct a monument sign on that portion of the Valencia Pair etlss ave gene ally described aay s the northeast corner of Red Hill and Valencia Avenues (whether pursuant to the Specific Plan, the conditions of approval for the construction of the Valencia Parcels Improvements, or any other document) shall be abrogated and shall be of no further force or effect. 11.4 Additional Agreements. The Parties further agree: 11.4.1 The settlement and resolution embodied in this Agreement is in good faith and is equitable; 11.4.2 This Agreement, its terms and provisions, and the releases set forth herein have been carefully read in their entirety by each of the Parties, each of which has had the benefit and advice of counsel of its choosing; 11.4.3 hl entering into this Agreement and the settlement and releases set forth herein, each of the Parties is acting freely and voluntarily and without influence, compulsion or duress of any kind from any course, including, but not limited to, any other Party, its attorneys, representatives or anyone acting or purporting to act on behalf of any Party; and 11.4.4 Each Party to this Agreement represents and warrants that it has not heretofore assigned, transferred, encumbered or purported to assign, transfer or encumber in whole or in part, any claim, right or other matter transferred or released under this Agreement. 12. Default. 12.1 Events of Default. The failure of a Party (the "Defaulting Party") to perform any material act to be performed by such Party, to refrain from performing any material prohibited act, or to fulfill any condition to be fulfilled by such Party under this Agreement, or under any agreement referred to herein or attached hereto as an exhibit, within thirty (30) days after written notice of such failure from the Non -Defaulting Party shall be an "Event of Default" by the Defaulting Party with respect to the Defaulting Party's obligations hereunder. 12.2 Remedies. Upon the occurrence of any Event of Default by a Defaulting Party, the non -Defaulting Party shall have such rights or remedies available to it under this Agreement or at law or in equity. 18 5764-44062\APB360\AGRM'P,] 136768.5 4/10!13 13. Post�Closin Covenants. 13.1 Possession. Possession of the SOCCCD Exchange Parcels shall be delivered to City upon the Close of Escrow, subject only to the SOCCCD Exchange Parcels Permitted Exceptions. Possession of the City Exchange Parcels shall be delivered to SOCCCD upon the Close of Escrow, subject only to the City Exchange Parcels Permitted Exceptions. Except as Otherwise provided in the Bell Agreement, each Party shall be solely responsible after the Close of Escrow for demolishing any former military buildings or other improvements located on the Exchange Parcels received by such Party at its sole cost and expense. 13.2 Subsequent Closings. The Parties acknowledge and agree that fee title to the Child Care Parcel and the balance of the Sublease Property shall be conveyed to SOCCCD in one or more "Subsequent Closi Agreement. ngs" pursuant to the terms of Section 1.3.4 of the Development 13.3 County Land Exchange Closing. The Parties agree to cooperate and to execute all documents necessary to consummate the SOCCCD-County Land Exchange pursuant to the County Land Exchange Agreement and Section 17 of the Development Agreement, 13.4 Perimeter Fencing. From and after the Close of Escrow, each Party shall be responsible for erecting and maintaining at its sole expense all perimeter fencing on the parcels acquired by such Party pursuant to this Agreement as required by the SPA, any applicable conditions of approval issued by City affecting the ATEP Site, or by any applicable agreements between SOCCCD and City. The Parties shall equally share the cost of erecting and maintaining any required perimeter fencing on any common property lines. 13.5 Reciprocal Access Agreement. In the event that the Parties mutually determine following the Close of Escrow that a reciprocal access agreement is necessary between Valencia Parcel No. 2 and Valencia Parcel No. 3 (as defined in Section 13_7 below), then the Parties agree to negotiate such reciprocal access agreement in good faith. 13.6 Dedication of Bell Avenue ROW. Either City or SOCCCD shall give Escrow Holder a notice (the "Dedication Notice") to record the City ROW Deed and the Bell Avenue Dedication upon the first to occur of (a) the delivery by the City to SOCCCD of the "Notice of Project Initiation" as defined in the Bell Agreement; or (b) the two (2) year anniversary of the Closing Date. Upon receipt of the Dedication Notice, Escrow Holder shall record the City ROW Deed and the Bell Avenue Dedication (in that order) in the Official Records. 13.7 Acquisition of Valencia Parcel No 3. The Parties acknowledge that City desires to acquire from SOCCCD that certain 4.53 acre parcel of real property adjacent to Valencia Parcel No. 2 that is identified on the Site Map as Area 10 ("Valencia Parcel No. 3"). SOCCCD and City agree to negotiate in good faith concerning the purchase price and the other terms and conditions of the acquisition of Valencia Parcel No. 3. In the event that the Parties are able to reach such agreement, then SOCCCD shall give City a credit against the purchase price of Valencia Parcel No. 3 in an amount equal to the "Demolition Avoided Cost" (as defined below). The "Demolition Avoided Cost" shall be equal to ($ Dollars ), and is equal to the amount that SOCCCD would otherwise have spent in order to demolish the helicopter hangar apron and other improvements at or below grade (to a 19 5764-44062\.APB360\AGRMT 1 136768.5 4/10/13 depth of' ten (10) feet) on the Warner Parcel if the Exchange had not occurred. fNote: The amount of the Demolition Avoided Cost shall be determined by the alternative bid made by the contractor to which SOCCCD awarded the contract for the demolition of the remaining at -grade improvements on SOCCCD's Fee Property, a copy of which will be provided to City.] In the event that the Parties are unable to reach agreement on the purchase price and the other terms and conditions of the acquisition of Valencia Parcel No. 3 within eighteen (18) months after the Closing Date, then SOCCCD shall pay to City within sixty (60) days after the expiration of such eighteen (18) month period an amount equal to one-half (112) of the Demolition Avoided Cost. 14. Miscellaneous. 14.1 Notices. All notices or other communications between City and SOCCCD required or permitted hereunder shall be in writing and personally delivered or sent by certified mail, return receipt requested and postage prepaid, sent by reputable overnight courier (such as Federal Express, UPS or DHL), or transmitted by electronic facsimile transmission (with electronic confirmation of receipt), to the following addresses: If to City: City of Tustin 300 Centennial Way Tustin, California 92780 Attention: Jeffrey Parker, City Manager Telefaesimile No. (714) 838-1602 with a copy to: Kutak Rock, LLP 1101 Connecticut Avenue N.W., Suite 1000 Washington, D.C. 20036 Attention: George Schlossberg, Esq. Telefaesimile No.: (202) 828-2488 If to SOCCCD: South Orange County Community College District 28000 Marguerite Parkway Mission Viejo, California 92692 Attention: Debra Fitzsimons, Vice Chancellor of Business Services Telefaesimile No.: (949) 347-2472 with a copy to: Jackson, DeMarco, Tidus & Peckenpaugh 2030 Main Street, 12th Floor Irvine, California 92614 Attention: Andrew P. Bernstein, Esq. Telefaesimile No.: (949) 752-0597 A notice shall be effective on the date of personal delivery if personally delivered before 5:00 p.m. or otherwise on the day following personal delivery, or when received, if transmitted by electronic facsimile transmission (with electronic confirmation of receipt), or two (2) business days following the date the notice is postmarked, if mailed, or on the day following delivery to the applicable overnight courier, if sent by overnight courier. Either Party may change the 20 5764-44062\APB360\AGR1MT\i 136766.5 4 10/13 address to which notices are to be given to it by giving notice of such change of address in the manner set forth above for giving notice. 14.2 Time of the Essence. Time is of the essence of this Agreement and each and every term and provision hereof. 14.3 Interpretation- Governing Law. This Agreement shall be construed as if prepared by both Parties. This Agreement shall be construed, interpreted and governed by the laws of the State of California and the laws of the United States of America prevailing in California. 14.4 Performance of Acts on Business Da s. Unless specifically stated to the contrary, all references to days herein shall be deemed to refer to calendar days. In the event that the final date for payment of any amount or performance of any act hereunder- fails on a Saturday, Sunday or holiday, such payment may be made or act performed on the next succeeding business day. 14.5 Attorney's Fees. In the event of any legal action or other- proceeding between the Parties regarding this Agreement (an "Action"),the payment by the losing party of its reasonable attorneys' fees, expert party s, entitled o rticosts and litigation expenses, as determined by the court. 14.6 Post -Judgment Attorneys' Fees. The prevailing party in any Action shall be entitled, in addition to and separately from the amounts recoverable under Section 14.5 above. to the payment by the losing party of the prevailing rt witness fees, court costs and litigation expenses irL ed n onnecttiion w tle h (a) any ea appellate review of the judgment rendered in such Action or of any other ruling in such Action, and (b) any proceeding to enforce a judgment in such Action. It is the intent of the Partics that the Provisions of this Section 14.6 be distinct and severable from the other rights of the Pies under art this Agreement, shall survive the entry of judgment in any Action and shall not be merged into such judgment. 14.7 Further Assurances• Survival. Each Party will, whenever and as often as it shall be requested to do so by the other Party, execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, any and all such further conveyances, assignments, approvals, consents and any and all other documents and do any and all other acts as may be necessary to carry out the intent and purpose of this Agreement. All covenants and obligations contained in this Agreement which imply or require performance after the Close of Escrow and all representations and warranties of the Parties contained in this Agreement shall survive the Close of Escrow. 14.8 Entire Agreement; Amendments. This Agreement, together with the other written agreements referred to herein, is intended by the Parties to be the final expression of their agreement with respect to the subject matter hereof, and is intended as the complete and exclusive statement of the terms of the agreement between the Parties. As such, this Agreement supersedes any prior understandings between the Parties, whether oral or written. Any amendments to this Agreement shall be in writing and shall be signed by all Parties hereto. 21 5764-44062\APB360\AGRMT\ 1 136768.5 4;10/13 14.9 No Waiver. A waiver by either Party hereto of a breach of any of the covenants or agreements hereof to be performed by the other Party shall not be construed as a waiver of anv succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof. 14.10Assignment. Neither Party hereto shall assign its rights under this Agreement without the prior written consent of the other Party, which consent shall be in such Party's sole discretion; provided, however, that notwithstanding the foregoing SOCCCD shall have the right to assign its rights and delegate its obligations hereunder to an entity the board members of which are the same as the members of the Board of Trustees of SOCCCD or to a wholly-owned subsidiary of such an entity. 14.11 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, representatives, successors and permitted assigns. 14.12 Headi"Ps; Cross -References- Exhibits. The headings and captions used in this Agreement are for convenience and ease of reference only and shall not be used to construe, interpret, expand or limit the terms of this Agreement. All cross-references in this Agreement, unless specifically directed to another agreement or document, shall refer to provisions in this Agreement and shall not be deemed to be references to any other agreements or documents. Each of the exhibits attached to this Agreement is hereby incorporated into this Agreement by this reference. 14.13 Counternart,, This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, , but all of which together shall constitl�te one and the sae document. 14.14 Effective Date. This Agreement shall become effective on the date (the "Effective Date") this Agreement is executed by the last of the persons required to bind the parties hereto as set forth opposite their respective signatures below. 22 5764-440627A PB360\A GRM 7\ 1 136765.5 4/101/13 IN WITNESS WHEREOF, the Parties hereto have executed thi the date set forth opposite their respective signatures below. s Agreement on DATED:_ CITY: CITY OF TUSTIN, a California municipal corporation By: Name: Teffrey C. Parker Title: City Manager APPROVED AS TO LEGAL FORM: By:_ Name: Title: DATED: SOCCCD: SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a California public agency 0 Name: Gary L. Poertner Title: Chancellor 23 5764-44062\APB360\AGRM 111 136768.5 4%1011 ; ` ACCEPTANCE BY ESCROW HOLDER Escrow Holder hereby acknowledges receipt of this fully executed Agreement on the day of 20_, which date shall be the Escrow Opening Date, and accepts the escrow instructions set forth herein, ESCROW HOLDER: FIRST AMERICAN TITLE INSURANCE COMPANY By:_ Name: Title: 5764-44062\APB360\AGRM7\1 136768,5 41110/ 1 EXHIBIT A Site Map 764-44062\A P E3 360\A G IZ M'F',1 136768 .5, 4i 10 13 (7— z Rp i Ik 3nN=IAV IJ3NUVm 3uninin-i rD > (J) M II II MORE." m > IN CD Q1 " ,4 00 -4 F>o >00, Z r IM b 0 0 0 -n .. . ....... 0-u > ............. m 77 M fl ui CU GO c CD Q1 " ,4 00 -4 F>o >00, r b 0 0 0 -n 0-u > (J) m M c M Cf) 0 0 0 1> C) U 0 pa > > m CD m 0 r b 0 0 0 -n 0-u > (J) M I Legal Description of Warner Parcel Area I on Site Map 5764-44062\AI'f3360',A(iRM'I'\I 1 136768.5 4/10/ 1 ' , LEGAL, DESCRIPTION OI{ AREA NO. I Tustin., CA Portion of APN: 430-283-16 March 18,201, BKF No. 20122000-13 PaL,e I of'2 Real property situated in the City of Tustin, County of Orange, State of California, described as follows: Being a portion of PARCEL 1-E-1.1 as said parcel is described in that certain document entitled CLAIM DEED AND ENVIRONMENTAL RESTRICTION PURSUANTITTO CIVIL, CODE SECTION 1471" filed for record on April 29, 2004 in Doc. No. 2004000369376, Records of Orange County, more particularly described as follows; BEGINNING at the most southerly comer of said I -E-1.1, Thence along the southwesterly line of said PARCEL I -E-1.1 the following eight (8) courses: I I. North 48'32'52" West, 200.55 feet to the beginning of a tangent curve having a radius of 2285.06 feet; 2. Along said curve, through a central angle of 00'43'09", for an arc length of 28.68 feet; 3. North 40'50'28" East, 21.07 feet; 4. North 49'09'32" West, 15.93 feet; 5. South 40'50'28" West., 20.64 feet to the beginning of a non -tangent 'e cure concave to the northeast, having radius of'2285,06. to which point a radial line bears South 42'j4'] 5" West: 6. Northwesterly along last said curve, through a central angle of 04'29") 6", for an arc length of 179.210 feet; 7. North 4256'09" West, 58.86 feet; 8. North 42'56'09" West 37.23 feet to the northwesterly line of said PARCEL I -E-1. 1, Thence leavin',, said southwesterly line and along last said northwestcrly line the following three (3) courses: 1. North 40"39'15" East, 624.98 feet; 2. North 49'20'45" West, 230.46 feet; 3. -North 40'39'15" East, 30.66 feet; ,Page 1 of 2 Thence leavina said nortliv,,csterly line, South 49'2045" East, 358.351 feet; 'I'llence South 40'39'! 5" West, 20,88 feet: Thence South 49'20'45" East, 213.37 feet to the southeasterly line of said PARCEL I -E-1, 1: Thence along said southeasterly line the following three (3) courses: 1. South 39'51'45" West, 305.52 feet; 2 South 50'08'15" East, 173.88 feet; 3. South 40'39'15" West, 359.25 feet to the POINT OF BEGINNING. C'onta1n1m,,',' an area of'295,627 square feet, 6.787 acres more or less. Being a portion of Assessor's Parcel Number 430-2833-16 As shown on -Schedule 1'* attached hereto and made a part hereof. For: BKU Enoineers Z� Bv-1 Davis Thresh, P.L.S. No. 6868 License expires: 09-30-2014 Date: K:'SurJ2'1'2'22()06.13 AI FP Land Swap lllats\L)WG\MAIN\I.EGAI,,S\I,AN D EXCI IANG E IAOC Page 2 of 2 LAND t( DAVIS THRESH No, 6868 or CAL O- W N 40*39'15" E 624,98' N 42*56'09" W 37.23' SOUTH ORANGE COUNTY N 42*56'09" W COMMUNITY COLLEGE DISTRICT 58.86' APN: 430-283-16 �� 47-03'51 " E(R) PARCEL 1-E-1.1 DOC. NO, 2004000369376 R=2285,06' A-- 4'29' 36" L= 179.20' LAND EXCHANGE AREA NO. 1 295,627 sq. ft + Infl Q A -4 A 'I V, "I A it 6.787 acres± w 00 LINE TABLE P-114 L3 BEARING L2 N 42"0'17" E(R) Ll Li R=2285.06' 21.07' ----A--O'43'09" N 49'09'32" W L=28.68' L3 S ��127'Q8: W(R) 20.64' 0 w 00 POINT OF BEGINNING S 40*39'15" W 359.25' KASUR12422006.13 PLATS\LAND SWAP l.DWG 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 -IBRF 714-415-0500 ENMEM I &WMM I p LAMM 714-415-0599 (FAX) 39'51'45" W 305,52' III N 40'39'15" 30.66, NSA 30.66' S 40'39' 15' W 20.88' m RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT Ld AND 00 SHERIFFS TRAINING FACILITY p 0 APN: 430-283-19 Ln cn Subject SCHEDULE 1 LAND EX -QF IANICE AREA I Job No. 20122006-13 By RL-- Date 3Z20113 Chkd.WS SHEET 1 OF 1 co Lo to CD 0) m LINE TABLE LINE BEARING LENGTH Ll N 40'50'28" E 21.07' L2 N 49'09'32" W 15,93' L3 S 40'50'28" W 20.64' POINT OF BEGINNING S 40*39'15" W 359.25' KASUR12422006.13 PLATS\LAND SWAP l.DWG 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 -IBRF 714-415-0500 ENMEM I &WMM I p LAMM 714-415-0599 (FAX) 39'51'45" W 305,52' III N 40'39'15" 30.66, NSA 30.66' S 40'39' 15' W 20.88' m RANCHO SANTIAGO COMMUNITY COLLEGE DISTRICT Ld AND 00 SHERIFFS TRAINING FACILITY p 0 APN: 430-283-19 Ln cn Subject SCHEDULE 1 LAND EX -QF IANICE AREA I Job No. 20122006-13 By RL-- Date 3Z20113 Chkd.WS SHEET 1 OF 1 co Lo to CD 0) m Parcel name' AREA I North' 2205311,3652 East : 6079756,1863 Line Course: N 48-32-52 Vv` Length: 200.55 North: 2205444.1283 East 6079605.8725 Curve Length: 28.68 Radius 2285.06 Delta. 0-43-09 Tangent: 14,34 Chord 28.68 Course* N 48-11-17 IN Course In N 41-27-08 E Course Out S 42-10-17 W RP North 2207156.7991 East 6081118.5714 End North. 2205463.2499 East 6079584.4950 Line Course: N 40-50-28 E Length: 21.07 North: 2205479.1899 East 6079598.2741 Line Course: N 49-09-32 IN Length' 15.93 North.- 2205489.6075 East 6079586.2226 Line Course: S 40-50-28 W Length: 20.64 North: 2205473.9928 East 6079572.7248 Curve Length: 179.20 Radius: 2285.06 Delta: 4-29-36 Tangent: 89.65 Chord 179.15 Course N 45-10-57 W Course In N 42-34-15 E Course Out: S 47-03-51 Vi RP North 2207156.8060 East 6081118.5705 End North 2205600.2714 East 6079445.6392 Line Course: N 42-56-09 W Length, 58.86 North: 2205643,3638 East 6079405.5450 Line Course: N 42-56-09 V1 Length.* 37.23 North: 2205670.6205 East 6079380.1847 Line Course: N 40-39-15 E Length'. 624.98 North: 2206144.7651 East 6079787.3540 Line Course: N 49-20-45 W Length: 230.46 North: 2206294.9079 East 6079612.5142 Line Course: N 40-39-15 E Length: 30.66 North: 2206318.1683 East 6079632.4890 Line Course' S 49-20-45 E Length: 358.31 North: 2206084.7323 East 6079904.3229 Line Course: S 40-39-15 W Length: 20.88 North: 2206068,8916 East 6079890.7198 Line Course: S 49-20-45 E Length: 213.37 North, 2205929.8828 East 6080052.5941 Line Course: S 39-51-45 W Length: 305.52 North: 2205695.3703 East 6079856.7719 Line Course: S 50-08-15 E Length: 173.88 North' 2205583,9223 East 6079990.2395 Line Course: S 40-39-15 W Length: 359.25 North: 2205311.3753 East 6079756.1911 Perimeter, 2879.47 Area: 295,626.69 sq. ft. 6.787 acres Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure: 0.0112 Course, N 25-35-53 E Error North 0.01011 East : 0.00484 Precision 1.- 257,095.54 EXHIBIT C-1 Leal Description of Valencia Parcel No. I Area 9 on Site Map 5764-44062\AP133601AGRMT] 136768.5 4/'10/1 ' , LEGAI. DESCRIPTION OF AREA NO. 9 Tustin. CA Portion of APN: 430-282-13 March ?8, 2013 BKFNo. 10122006-13 PaL,c I of'-) Real property situated in the City of Tustin, County of Orange, State of California, described as follows: Being all of PARCEL 1-E-3 as said parcel is described in that certain document entitled -QU f'l-(-'I,,AIM D1 --'ED F'l AND FNVIRONMENTAL RESTRICTION PURSUANT TO CIVIL COD17 SECTION 1471- filed for record on May 14, 2002 in Doc. No. 20020404595, Records of Orange County, more particularly described as follows; COMMENCING at the most southeasterly comer of said PARCEL 1-E-3; Thence along 11 the southeasterly line of said PARCEL 1-E-3 the following two (2) courses: 1, South 40'40'06" West, 123.89 feet; 2. South 8733'50" West, 36.69 feet to the southwesterly line of said PARCEL I -E-3; Thence leavirn, said southeasterly line and along said southwesterly line the following eight (8) courses: z:1 C, z:1 tl-� 1. North 45°10'56" West, 9.92 feet to the beginning of a tangent curve, concave northeasterly, having a radius of 143.50 feet: 2. Northeasterly along said curve, through a central angle of 121'46'19", for an arc length of'31.99 feet; 3. North 32'24'37" West, 28.61 feet to the beginning of a tangent curve, concave southwesterly, having a radius of 159.50 feet; 4. Northwesterly along said curve, through a central angle of 11'25'16", for an arc length of") 1.79 feet; 5. North 43'49'53" West, 42.11 feet to the beginning of a tangent curve, concave southwesterly, having radius of 1464.04 feet 6. Northwesterly along said curve, through a central angle of 05'30'11", for an arc length, of 140.62 feet, 7. North 49'20'04" West, 15.29 feet; S. North 04'20'50" West. 36.78 feet to the northwesterly line of said PARCEL I -E-3; Thence Leaving said southeasterly line and along said northwesterly line the following three (3) courses: 1. North 40'38'29" East, 50.00 feet; 2. South 49°21'31" East, 12.00 feet; 3. North 40'38'219" Fast, 41.13 feet to the northeasterly line of said PARCF1, I -F-1; Page 1 of 2 Thence lcavIm_saki nortiv'esterIv line and along said northeasterly line, South 49'19'54East, '38.24 feel to the POINT OF BEGINNING, Colit'.-I in I'll _­ all area of 43_597 square feet or 1.001acres mare or less. Being a portion of Assessor's Parcel Number 430-282-13 As shown on "Schedule 1" attached hereto and made a part hereof. I For: BKF En(zineers By: Davis Thresh, P.L.S. No. 6868 License expires: 09-30-2014 Date: K: Sur I T 122006.13 A I Ell Land Swap P lats\DWG\MAlN\LEGALS\1LAND I ACI I ANGF9.doc Paye 2 of—2 A ---'L MD HRLL IYEHUE 1-4 R= 1464.04 A-- 5'30'' 1 " L=140.62' L3 C2 L2 Cl S 87*33'50" W Ll 36.69' S 40*40'06" W 123.89' w SOUTH ORANGE COUNT COMMUNITY COLLEGE DISI APN: 430-282-13 Cn 4t PARCEL 1-E-3 m DOC. NO. 20020404595 41 LAND EXCHANGE PROPOSED AREA 7 AREA NO. 9 43,597 sq. ft.± 1.001 acres ± LEGEND P.O.B. P.O.B. POINT OF BEGINNING LZM30MWHE RW0 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430-282-11 D A LAN 0 DAVIS THRESH No, 6868 '\%�®r ��CAO�0" K:\SUR12\12206-13 PLATS\LAND SWAP 9.DWG 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 KF 714-415-0500 Em Not f PLUMM 714-415-0599 (FAX) CURVE TABLE CURVE RADIUS DELTA LENGTH Cl 143.50' 12.46"19" 31.99' C2 159.50' 11'25'16" 31.79' I PLAT TO ACCOMPANY LEGAL DESCRIPTION Subject SCHEDULE 1 I. -AND EXCHANGE AREA 9 Job No. 20122006-13 By RL Date 3/20/13 Chkd.WS SHEET 1 OF- 1 LINE TABLE LINE BEARING LENGTH Ll N 45*10'56" W 9.92' L2 N 32*24'37" W 28.61' L3 N 43*49'53" W 42.11' L4 N 49*20'04" W 15.29' L5 N 04*20'50" W 36.78' L6 N 40*38'29" E 50.00' L7 S 49'21'31" E 12.00' N 40*38'29" E 41.13' I PLAT TO ACCOMPANY LEGAL DESCRIPTION Subject SCHEDULE 1 I. -AND EXCHANGE AREA 9 Job No. 20122006-13 By RL Date 3/20/13 Chkd.WS SHEET 1 OF- 1 North' 2207964.6430 East , 6081016.4094 Line Course: S 40-40-06 W Length.' 123,89 North, 2207870.6731 East 6080935,6728 Line Course: S 87-33-50 W Length: 36.69 North: 2207869.1135 East 6080899.0160 Line Course: N 45-10-56 W Length: 9.92 North: 2207876.1057 East 6080891.9792 Curve Length 31.99 Radius, 143.50 Delta 12-46-19 Tangent: 16.06 Chord 31.92 Course: N 38-47-46 W Course In. N 44-49-04 E Course Out: S 57-35-23 �,11 RP North* 2207977.8977 East 6080993,1258 End North: 2207900.9848 East 6080871.9786 Line Course: N 32-24-37 W Length'. 28.61 North: 2207925.1383 East 6080856.6442 Curve Length. 31.79 Radius: 159.50 Delta: 11-25-16 Tangent, 15.95 Chord: 31.74 Course N 38-07-15 W Course In: S 57-35-23 W Course Out N 46-10-07 E RP North: 2207839.6498 East 6080721.9892 End North, 2207950.1097 East 6080837.0495 Line Course: N 43-49-53 W Length: 42.11 North* 2207980.4870 East 6080807.8867 Curve Length: 140.62 Radius: 1464.04 Delta: 5-30-11 Tangent: 70.36 Chord: 140.56 Course: N 46-34-58 W Course In: S 46-10-07 W Course Out: N 40-39-56 E RP North' 2206966,5830 East 6079751.7562 End North: 2208077.0957 East 6080705.7869 Line Course: N 49-20-04 W Length'. 15.29 North: 2208087.0593 East 6080694.1890 Line Course: N 04-20-50 W Length: 36.78 North: 2208123.7335 East 6080691.4011 Line Course' N 40-38-29 E Length: 50.00 North: 2208161.6736 East 6080723.9672 Line Course: S 49-21-31 E Length: 12.00 North: 2208153.8577 East 6080733.0728 Line Course: N 40-38-29 E Length'. 41.13 North: 2208185.0672 East 6080759.8617 Line Course: S 49-19-54 E Length: 338.24 North'. 2207964,6432 East 6081016.4149 Perimeter'. 939.06 Area: 43,596.69 sq. ft. 1,001 acres Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure: 0.0055 Course: N 87-48-39 E Error North MOM East , 0.00554 Precision 1, 170,738.18 EXHIBIT C-2 Leal Description of Valencia Parcel No 2 Area 7 on Site Map 5 764-4406?\A I'B360\A GRMT\ 1136768.5 4110%1 3 LEGAL DESCRIPTION OF AREA NO. 7 Tustin, CA Portion of APN: 430-282-11 March 28,')01', BKFNo. 201221006-13 11 a u, e I of 2 Real properly situated in the City of Tustin, County of Orange, State of California, described as follows-. Being a portion of PARCEL IV -J-4 as said parcel is described in that certain document entitled -SHORT FORM NOTICE OF LEASE IN FURTHERANCE OF CONVEYANCE" filed for record on May 14, 2002 In Doc. No. 20020404590, Records of Orange County, more particularly described as follows; COMMENCING at the most northerly comer of said PARCEL IV -J-4; Thence along the northeasterly line of said PARCEL IV -J-4, South 49'10'56" East. 389.01 feet; Thence leavinc, said Y northeasterl line, South 40'40'06" West. 325,27 feet to the southwesterly line of said PARCEL JV -.f-4, Thence along said southwesterly line the following three (3) courses: 1. North 49'19'54" West, 129.98 feet to the beginning of a tangent curve concave to the northeast havirn, a radius of 3092.59 feet; 2. Along said curve, through a central angle of 2'1 8'08", for an arc length of 124.26 feet to the beginning of a reverse curve having a radius of 3108.59 feet, 3. Along said reverse curve, through a central angle ol'2'1 8'03", for an arc length of 124.8' ) feet, Thence leaving said southwesterly line and along the northwesterly line of said PARCEL IV -J-4 the following four (4) courses: 1. North 04'22'13" West, 35.33 feet; 2. North 40'40'06" East, 237.97 feet; 3. North 85'40'05" East, 21.21 feet; 4. North 40'40'06" East, 43.35 feet to the POINT OF BEGINNING. Page I of 2 Col I ta In 1,1111Z «1-1 area Of 129,801 square 'feet or 2.980 acres More or I ess. Being I portion of Assessor's parcel 'Number 430-282-11 As shown on "Schedule I" attached hereto and made a part hereof, For: BKF En,incers 11 By: Davis Thresh, P.L.S. No. 6868 License expire,,;: 09-30-2014 Date: k:'Sui-12\122006,11 ATUP Land Swan I'lats\DWG\NIAIN`�L.I�CiALS\I.ANI) I, XCT IANG FTdoc Page 7 off L&HSDD D'WNN 12 [RO&DO N 40*40'06" E 237.97' N 85'40'015— E 21,21' '40' 0 - E ILP N 04*22'13" W N 40'40'06" E P.O.B.P. 0. ==9 35.33' 43,X' N 40'40'11" E (R) K:\SUR12\122006-13 PLATS\LAND SWAP 7.DWG 51:14:1bi.; via; I 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 714-415-0500 714-415-0599 (FAX) PLAT TO ACCOMPANY LEGAL DESCRIPTION Subject SCHEDULE I LAND EXCHANGE AREA 7 Job No. 20122006-13 By RL Date 3/21/13 Chkd.WS SHEET 1 OF 1 R=3108.59' CITY OF TUSTIN A=2*18'03" LAND EXCHANGE AREA NO. 7 APN: 430-282-26 L=124.83' 129,801 sq.ft.± 2.980 acres± ci 03 R=3092,59' A�'18'08" PARCEL IV -J-4 L=124.26' DOC. NO. 20020404590 Q0 S 40-40'06" W (R) SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT LEGEND APN: 430-282-11 P.O.B. POINT OF BEGINNING :n c� m0) :-- N S 40'40'06" W 325.27' LA PROPOSED AREA 10 DAVIS THRESH No. 6868 CAL\F K:\SUR12\122006-13 PLATS\LAND SWAP 7.DWG 51:14:1bi.; via; I 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 714-415-0500 714-415-0599 (FAX) PLAT TO ACCOMPANY LEGAL DESCRIPTION Subject SCHEDULE I LAND EXCHANGE AREA 7 Job No. 20122006-13 By RL Date 3/21/13 Chkd.WS SHEET 1 OF 1 Parcel name'. AREA 7 North' 2208044.3413 East , 6081183.7633 Line Course, S 49-10-56 E Length'. 389.01 North'. 2207790,0628 East 6081478.1631 Line Course: S 40-40-06 W Length'. 325.27 North: 2207543.3473 East 6081266.1914 Line Course: N 49-19-54 W Length: 129.98 North: 2207628,0526 East 6081167,6022 Curve Length 124.26 Radius. 3092.59 Delta 2-18-08 Tangent' 62.14 Chord. 124.26 Course N 48-10-50 W Course In: N 40-40-06 E Course Out S 42-58-14 W RP North: 22099717655 East 6083182.9791 End North 2207710.9047 East 6081075.0004 Curve Length 124.83 Radius: 3108.59 Delta 2-18-03 Tangent' 62.42 Chord: 124.82 Course N 48-10-47 W Course In: S 42-58-14 W Course Out N 40-40-11 E RP North: 2205436.3367 East 6078956.1157 End North: 2207794.1364 East 6080981.9766 Line Course: N 04-22-13 W Length: 35.33 North: 2207829.3637 East 6080979.2844 Line Course: N 40-40-06 E Length: 237.97 North: 2208009.8627 East 6081134.3645 Line Course: N 85-40-05 E Length'. 21.21 North, 2208011.4648 East 6081155,5139 Line Course: N 40-40-06 E Length: 43.35 North: 2208044,3455 East 6081183.7642 Perimeter.' 1431.21 Area: 129,800.59 sq. ft. 2.980 acres Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure, 0.0043 Course: N 12-31-42 E Error North 0,00416 East '. 0.00092 Precision 1: 332,839.53 EXHIBIT D Legal Description of Child Care Parcel Area 8 on Site Map 5764-44062\APB360\AGRM'11 136768.5 4%10/13 LEGAL DESCRIPTION OF AREA NO. 8 Tustin, CA Portion of APN: 430-283-10 M arch ',S, '()13 BKFN,'o. 20122006-13 )af,e I of Real property situated in the City offustin, County of Orange, Stale of California, described as follows: Being all of PARCEL IV -J-7 as said parcel is described in that certain document entitled -SHORT FORM NOTICE Of' I -EASE IN 1J.IRTHERANCE, OF CONVEYANCE" filed for record on May 14. 2002 in Doc. No, 20020404590, Records of Orange County, more particularly described as follows; COMkIENCING at the most southeasterly corner of said PARCEL TV -J-7; Thence along the southeasterly line of said PARCEL IV -J--/, the following two (2) courses: 1. South 71°36`25° West, 351.77 feet; 2. North 7738'59" West, 58.48 feet to the westerly line of said PARCEL IV -J-7; Thence leaving said Southwesterly line and along said westerly line. North 18'04'28" East, 409.85 feet to the be,,'nnin- of a non -tangent curve concave to the north, having a. radius of 341.00 feet, to which point a radial line bears South 03'32'49" West, said point being on the northerly line of said PARCEL IV -J-4; Thence southeasterly and easterly along said curve, along said northerly line, through a central angle of 29'43'51 ", for an arc length of 176.95 feet to the easterly line of said PARCEL TV -J-7: Thence leaving said northerly line and along said easterly line of said PARCEL TV -J-7, South 15'49'01" Fast', 338.29 feet to the POINT OF BEGINNING. Containing an area of] 03,322 square feet or 2.372 acres more or less. Being- all of'Assessor's Parcel Number 430-283-10 As shown on "Schedule V attached hereto and made a part hereof. For: BKF Engineers Z� By: Davis Thresh, P.L.S. No. 6868 License expires: 09-30-2014 Date: K:ASul 12122006.13 AJ FT Land Swap Plats\DWUNAINA-EGALSTAND EXCHANGE ANGF 8.doc Page I of I U10MUff APN: 430-283-16 LAND EXCHANGE AREA NO. 8 ti 77.3859" W 103,322 sq. ft .± 58.48' 2.372 acres+ PARCEL IV -J-7 DOC. NO. 20020404590 CITY OF TUSTIN APN: 430-283-10 62S � C9 COUNTY OF ORANGE SHERIFFS TRAINING CENTER APN: 430-283-11 P.O.B. K:\SUR12\122006-13PLATS\LAND SWAP B.DWG R=341.00' A=29'43'51„ L= 176.95' LEGEND P.O.B. POINT OF BEGINNING uAND O�rDAVIS THRESH No, 6868 Q-�OP CAOWOV PLAT TO ACCOMPANY LEGAL DESCRIPT!ON 600 SOUTH MAIN STREET Subject SCHEDULE I SUITE 920 LAND EXCHANGE AREA 8 ORANGE, CA 92868 Job No. 20102006-13 714-415-0500 By RL Date0=13 Chkd.WS E a 1pummm 714-415-0599 (FAX) SHEET 1 OF 1 Parcel naifle'. AREA 8 North' 2206660.9692 East : 6081739.7489 Line Course: S 71-36-25 W Length., 351.77 North, 2206549.9738 East 6081405.9493 Line Course, N 77-38-59 W Length'58.48 North: 2206562.4820 , East 6081348.8227 Line Course' N 18-04-28 E Length: 409.85 North' 2206952.1076 East 6081475.9796 Curve Length: 176.95 Radius' 341.00 Delta 29-43-51 Tangent 90.51 Chord 174,97 Course N 78-40-53 E Course In N 03-32-49 E Course Out S 26-11-02 E RP North 2207292.4544 East 6081497.0761 End North 2206986.4469 East 6081647.5435 Line Course: S 15-49-01 E Length'. 338.29 North: 2206660.9655 East 6081739.7495 Line Course: N 71-26-42 E Length, 0.00 North: 2206660.9655 East 6081739.7495 Perimeter'. 1335,34 Area: 103,322.46 sq. ft. 2.372 acres Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure, 0.0038 Course, S 08-14-02 E Error North. -0.00373 East : 0.00054 Precision 1, 351,405.26 EXHIBIT E-1 Legal Description of Portion of Red Hill Parcels North of Future Bell Avenue Area 6 on Site Map 5764-44062',AI'B360\ACiRM'11136768.5 41/101/13 LEGAL DESCRIPTION FOR AREA NO. 6 Tustin, CA Portion of APN: 430-283-18 March 28, 2013 RKII No. 2012`'0()6-13 lIaL,e 1 of I Real property situated in the City of Tustin, County of Orange, State of California, described as follows: Being a portion of PARCEL I -E -I and PARCEL I -E-2 as said parcels are described in that certain document entitled DEED E AND E1NVIRO-.1\1,M1'NTAI_, RESTRICTION PtJRSt.JA'N`,_I­FO CIVIL CODE SECTION 1471" filed for record on May 14, 2002 in Doc. --,\To. 20020404595, Records of Orange County, more particularly described as follows, COMMENCING at the most nortlierlv comer of said PARCEL I -E-2; Thence along the northeasterly line of said PARCEL 1-E-2 and said PARCEL I -E-1, South 49'06'05" East, 595.921 feet to southeasterly line of 1-E-2.1, as said parcel is described in that certain LOT LINE ADJUSTMENT NO. LLA 03-01, filed for record on April 15, 2003 in Document No, 2003000418455, Orange County Records, Thence leaving said northeasterly line and along said southeasterly line, South 40'39'15" West. 213.55 feet: Thence leaving last said line, North 50°48'31" West, 356.61 feet-, Thence North 49°22'21" West, 212.29 feet; Thence North 03'45'03" West, 38.64 feet to the northwesterly line of said PARCEL 1-h2; Thence along said northwesterly line, North 40'37'39" Fast, 197.68 feet to the POINT OF BEGINNING. Containing(, an area of 131,443 square feet or 3.018 acres more or less. Being a portion of Assessor's Parcel Number 430-283-18 As shown on "Schedule I" attached hereto and made a part hercof. For: BKF En,(zinecrs By: Davis Thresh, P.L.S. No. 6868 License expires: 09-30-2014 Date: K:'Sui 12 1220()6. 11 A I..aTId Swap Pkits\[)W(i\MAI',\\LF(iAI-S\I.ANt) EXCHANOF 6.doc Page I of I Rio m LU Li Cn CITY OF TUSTIN 0 Qf z SOUTH ORANGE COUNTY COMMUNITY COLLEGE DOC. NO. 20020404595 LAND EXCHANGE DISTRICT AREA NO. 6 APN: 430-283-16 3.018 acres PARCEL 1-E-2 LEGEND P. 0. B, POINT OF BEGINNING 00 Ln PARCEL l -E-1 DAVIS THRESH No. 6868 SOUTHEASTERLY UNE OF l—E— LOT LINE ADJUSTMENT 03-01 / DDC. NO. 2003000418455 -- x:\Sun12\122006-13 pLxTS\LAwo Sw^p 8.D*G 600 SOUTH MAN STREET SUITE 920 � N��NN�N� �K ORANGE` CA 92863 Q�N� �� 714-415-0500 ��mmme�o/�mmmemwm/PmumM 714-415-0599 (F4%) PLAT TO ACCOMPANY LEGAL DESCRIPTION Subject SCHEDULE' LAND EXCHANGE AREA 6 Job No. 20122066-13 By RL— Date 3/21/13 Chkd.WS SHEET 1 OF 1 Parcel name' AREA 6 North: 2207254.7537 East : 6079955.0606 Line Course: S 49-06-05 E Length: 595.92 North: 2206864.5915 East 6080405.4982 Line Course: S 40-39-15 IN Length: 213.55 North: 2206702.5806 East 6080266.3722 Line Course, N 50-48-31 IN Length, 356.61 North' 2206927.9270 East 6079989.9853 Line Course: N 49-22-21 IN Length: 212.29 North: 2207066.1572 East 6079828.8660 Line Course: N 03-45-03 W Length: 38.64 North: 2207104.7144 East 6079826.3382 Line Course: N 40-37-39 E Length: 197.68 North: 2207254.7454 East 6079955.0553 Perimeter, 1614.70 Area'. 131,443.05 sq. ft. 3.018 acres Mapcheck Closure — (Uses listed courses, radii, and deltas) Error Closure: 0.0098 Course: S 32-25-39 W Error North, —0.00830 East '. —0.00527 Precision 1: 164,764.29 EXHIBIT E-2 Legal Description of Portion of Red Hill Parcels South of Future Bell Avenue Area 2 on Site Map 5764-44062'APB360\AGRMT,l 136768.S 4/1 Od ', LFGAL DESCRIPTION OF AREA NO. 2 Tustin, CA Portion of APN: 430-283-18 N'T a r c h 28. -?01', BILI, No, 201221006-113 Paoc I Of 2 Real property situated in the city of "Dustin, County of Orange, State of California.. described as follows: Being a portion of PARCEL I -E-1 and PARCEL I -E-2 as said parcels are described in that certain document entitled -QUITCLAIM DEED E AND ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471" filed for record on May 14, 2002 in Doc. No. 20020404.595, Records of Orange County, more particularly described as follows; COMMENCING at the Most northerly corner of said PARCEL I -E-2, 'I hence along the northwesterly line of said PARCEL I -E-22, South 40'37'339" West 344.26 feet to the TRLE POINT OF BEGINNING; Thence leavii-n-, said northwesterly line of said PARCEL I -E-2, North 84'327'48- East 37.44 1eet,, 'I'liclice South 49°22'21" East, 214.50 feet; Thence South 50°48'31" Fast, 355,42 feet to the southeasterly line of PARCPL as said parcel is described in that certain LOT LINE ADJUSTMENT NO. LLA 03-01, filed for record on April 15, 2003 in Document No, 21003000418455, Orange County Records; Thence along last said Southeasterly line the following three (3) courses: 1. South 40"39'15" West, 187.88 feet; 2. North 48'56'17" West, 230.46 feet; 3. South 40'39'15" West, 426.35 feet; Thence leaving said southeasterly line, North 49'20'45" West, 360.03 feet to said northwesterly line of said PARCEL I -E-2, Thence along last northwesterly line the following three (3)) courses: Z�' -- 1. North 40'37'39" East, 376.02 feet; 2. North 49'22'21" West, 5.00 feet; 3. North 40'37'39" East, 200.42 feet to the TRUE POINT OI BEGINNING. Page I of 2 Containin, in area of 260.7- 'square feet or 5,987 acres more or less. Being a portion ol'Assessor's Parcel Number 430-283-18 As shown on "Schedule V attached hereto and made a part hereof. For: BKF Ent lfleers Bv: Davis Thresh, II.L.S. No. 6868 License expires: 09-30-2014 Date: K:'Sui- (2' 122006.13 ATI T Land Swap I'laL,,\DW(3',IMAIN'%.I,E(3AI,5',,L-ANI) FXCI fANGF 2,doc Page 7 of 2 RED KOLL —/,-,\VEHU[E T.P.O.B. N 40'37'39" E 376.02' N 40*37'39" E 200.42' 49'22'21" W 5.00' N 84*32'48" E 37.44 S 40*39'15" W 426.35' SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN:430-283-16 LEGEND P.O.C. POINT OF COMMENCEMENT T.P.O.B. TRUE POINT OF BEGINNING �fLAND SO DAVIS THRESH .' 8 No. 6868) ':, OF CAL K:\SUR12\122006.13 PLATS\LAND SWAP 2.DWG 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 BKF 714-415-0500 EmamEm I Surayon I Puumm 714-415-0599 (FAX) MA PARCEL 1-E-1 S 40'39'15" W 187.88 S 40'37'39" W 1 344.26' P.O.C. Ln ILI ND m UI 00 0 03- 0 Cr 00 00 ('n c Co Ui CA UI tP SOUTHEASTERLY LINE OF 1—E-2.1 LOT LINE ADJUSTMENT 03-01 DOC. NO. 2003000418455 PLAT TO ACCOMPANY LEGAL DESCRIPTION Subject SCHED'U'LE I -AND EXCHANGE AREA 2 Job No. 20122006.13 By RL- Date 3/20/13 Chkd.WS SHEET 1 OF 1 CITY OF TUSTIN APN: 430-283-18 z LAND EXCHANGE AREA NO. 2 C0 :D 260,773 sq.ft.± 5.987 acres± 0 U DOC. NO. 20020404595 S 40*39'15" W 426.35' SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN:430-283-16 LEGEND P.O.C. POINT OF COMMENCEMENT T.P.O.B. TRUE POINT OF BEGINNING �fLAND SO DAVIS THRESH .' 8 No. 6868) ':, OF CAL K:\SUR12\122006.13 PLATS\LAND SWAP 2.DWG 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 BKF 714-415-0500 EmamEm I Surayon I Puumm 714-415-0599 (FAX) MA PARCEL 1-E-1 S 40'39'15" W 187.88 S 40'37'39" W 1 344.26' P.O.C. Ln ILI ND m UI 00 0 03- 0 Cr 00 00 ('n c Co Ui CA UI tP SOUTHEASTERLY LINE OF 1—E-2.1 LOT LINE ADJUSTMENT 03-01 DOC. NO. 2003000418455 PLAT TO ACCOMPANY LEGAL DESCRIPTION Subject SCHED'U'LE I -AND EXCHANGE AREA 2 Job No. 20122006.13 By RL- Date 3/20/13 Chkd.WS SHEET 1 OF 1 Parcel name: AREA 2 North' 2206993.4689 East : 6079730.8944 Line Course: IN 84-32-48 E Length: 37.44 North' 2206997.0270 East 6079768.1650 Line Course, S 49-22-21 E Length* 214.50 North' 2206857.3578 East 6079930,9617 Line Course, S 50-48-31 E Length'. 355.42 North' 2206632.7634 East 6080206.4262 Line Course, S 40-39-15 W Length'. 187.88 North: 2206490.2271 East 6080084.0239 Line Course: IN 48-56-17 W Length: 230.46 North, 2206641.6104 East 6079910.2571 Line Course: S 40-39-15 W Length: 426.35 North* 2206318.1576 East 6079632.4936 Line Course, N 49-20-45 W Length' 360.03 North: 2206552.7141 East 6079359.3548 Line Course, IN 40-37-39 E Length: 376,02 North' 2206838.0979 East 6079604.1959 Line Course: IN 49-22-21 VI Length'. 5.00 North: 2206841,3535 East 6079600.4011 Line Course, N 40-37-39 E Length'. 200.42 North'. 2206993.4641 East 6079730.9023 Perimeter, 239151 Area: 260,772.87 sq. ft. 5.987 acres Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure: 0.0092 Course, S 58-21-38 E Error North -0,00485 East ., 0.00787 Precision 1* 260,165.22 EXHIBIT F-1 Leal Description of SOCCCD RO)Fee Property Area 4 on Site Map 5764-44062',IAP13360\A(iRMIS 1 136768.5 4;10;1 3 LEGAL DESCRIPTION OF AREA NO. 4 Tustin, CA Portion of APN: 430-283-16 March 28, 2013 BKFNo. 20122006-1 3 Page 1 of I Real property situated in the City of Tustin, County of Orange, State of California, described as follows: Being a portion of PARCEL I -E-1.1 as said parcel is described in that certain document entitled DEED AND ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471" filed for record on April 29, 2004 in Doe. No. 20041000369376, Records of Orange County, more particularly described as follows-, COMMENCING at the most northeasterly corner of PARCEL 1-E-2.1, said parcel is described in that certain LOT LINK ADJUSTMENT NO. LLA 03-01, filed for record on April 15, 2003 in Document No. 2003000418455, Orange County Records. - Thence along the southeasterly line of said PARCEL I -E-2.1, South 40"39'15" East, 213.55 feet to the TRUE, Pouvr OF BEGINNING, Thence leaving said southeasterly line, South 50°48'31" East, 645.51 feet to the easterly line of said PARCEL I -E-1.1, Thence along last said line, South 09'21'06" West, 106.06 feet; Thence leaving said easterly line, North 50'48'31" West, 700.63 feet to said southeasterly line of said PARCEL I -E-2.1; Thence along last said line, North 40'39'15" East, 92.03 feet to the "TRUE POINT OF BEGINNING. Containing an area of 61,923 square feet or 1.422 acres more or less. Being a portion of Assessors Parcel Number 430-2/83-16 As shown on "Schedule I" attached hereto and made a part hereof. For: BKF Em-nneers By: Davis "Thresh, P.L.S. No. 6868 License expires: 09-30-2014 Date: K:A,Sm 1 2'122006,13, ATE Land Swap P 1ats\DWG\M A INTEG A LS\ LAN D EXCI I A NGIE 4.doc Page 1, of I PROPOSED AREA 2 PROPOSED AREA 6 1 1 1-E-2.1 DOC. NO. 2003000418455 — — — — I— — --I — — — — — l -E-1 PROPOSED AREA 3 DOC. NO. CITY OF TUSTIN 20020404595 N 40'39'15" El APN: 430-283 92.03' SOUTHEASTERLY LINE OF 1-E-2.1 LOT LINE ADJUSTMENT 03-01 DOC, NO. 2003000418455 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430-283-16 PARCEL l -E-1.1 DOL VfktftA"!36937t*A LAND EXCHANGE AREA NO. 4 61,923 sq. ft.± 1.422 acres ± , PROPOSED AREA 5 PROPOSED AREA 11A- K:\SURI2 122066.13 PLATS\LAND SWAP 4.DWG C" 0 4. 0 p CY) Cli 95 0 0 00 2,00' MA ll� S 40'39'15" W T. P. 0. B. LEGEND P.O.C. POINT OF COMMENCEMENT T.P.O.B. TRUE POINT OF BEGINNING �AND DAVIS THRESH CITY OF No. 6816181 TUSTIN APN: 430 OP CAk-\F 283-09 PLAT ITO ACCOMPANY 'LEGAL DESCRIPTON 600 SOUTH MAIN STREET Subject SCHEDULE I SUITE 920 LAND EXCHANGE AREA 4 ORANGE, CA 92868 Job No, 2012266-13 BKF 714-415-0500 714-415-0599 (FAX) By RL Date 3/20Z13 Chkd.WS Ellemum I ftamon 1PUMM SHEET 1 OF 1 North' 2206702.5826 East , 6080266.3767 Line Course., S 50-48-31 E Length" 645.51 North, 2206294.6765 East 6080766.6724 Line Course: S 09-21-06 IN Length., 106.06 North* 2206190.0261 East 6080749,4383 Line Course: N 50-48-31 W Length' 700.63 North' 2206632.7632 East 6080206.4224 Line Course: N 40-39-15 E Length: 92.03 North'. 2206702.5823 East 6080266.3792 Perimeter' 1544.23 Area, 61,922.51 sq. ft. 1.422 acres Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure: 0.0025 Course, S 83-19-00 E Error North -0.00030 East 0.00253 Precision 1' 617.692.00 EXHIBIT F-2 Legal Description of SOCCCD ROW Subleased Fropert�� Area 5 on Site Map 5764-4406--lAPB360\AGRMT, 1136768.5 4i 10'13 BKF LEGAf, DESCRIPTION OF AREA NO. 5 Tustin, CA Portion of APN: 430-283-09 March 28 2013 BKI`No. 201220 }6-13 3 PaL,c I of ­2 Real property situated in the City of "Tustin, County of Orange, State of California, described as follows: Being a portion ot'PARCEL IV -J-6 as said parcel is described in that certain document entitled "SHORT FORM NOTICE 01, LHASE' IN FURTHERANCE OF CONVEYANCE" filed for record on May 14, 2002 in Doe. No. 20020404590, Records of Orange County, more particularly described as follows; COMMENCING at the most westerly corner of PARCEL IV -J-8 said parcel is described in said document, Doc. No. 20010404590; Thence along the southwesterly line of said PARCEL IV -J-8, South 49'21'14" East. 48.72 feet to file beginning of tangent Curve concave to the southwest having a radius of 1446.00 feet; I'hencc leaving said southwesterly line along said curve, through a central angle of 14°43'1 9", for an arc length of 371.54 feet; Thence South 7747'21 " East, 36.96 feet to the beginning of a non -tangent, curve, having a radius of 1446.04 feet, to which point a radial line bears North 30'36'50" West, said point being on the southeasterly line of said PARCEL IV -J-6; Thence along last, said thic, along said curve, through a central anile of 05'40'55", for an are length of 143.40 feet; Thence leaving said southeasterly line, North 09'19'25" East, 37.52 feet to the beginning of a non -tangent Z71 curve concave to the southwest, having a radius of 1354.00 feet, to which point a radial line bears North 55'16'36" East - Thence northwesterly along said curve, through a central angle of 14"37'50".. for an arc length of 345.75 Thence North 49°21'14" West, 47,55 feet; Thence North 50°48'31'" West, 39.17 feet to the westerly line of said PARCEL IV -J-6; Thence along said westerly line., North 09'21'06" East, 106.06 feet; (hence leaving,-, said -,Nlcsterly line, South 50'48'31 " East, 93.11 feet to the POINT OF BEGINNING. Page 1 of 2 Contai'llinu�7an area of'46,5 I I square feet or 1.068 acres more or less. 1 Beim, a portion ol.'Assessor's Parcel '\,Iurriber 430-283-09 As shown on **Schedule I" attached hereto and made a part hereof. For: BKF Engineers By: Davis Thresh, P.L.S. No. 6868 License expires: 09-30-2014 Date: KSw-121122006A3 ATE Land Swar, Plats"D WG\MAlN\L.F:GAL,SJ.AND EXCHANGE 5,doc Page 2 of 2 -fl-rT' COMMUNITY COLLEGE DISTRICT APN: 430-283-16 N 50'48'31 " W 39.17' N 49'21'14" W 47.55' S 40*38'46" W(R) R=1354.00' A=14'37'50" L=345.75' SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430-283-09 PARCEL IV -J-6 DOC. NO. 20020404590 PROPOSED AREA 11A N 55-16'36" E(R) N 09*19'25" E 37.52' S 36-37'45" E(R),,,, R=1446.04' A--5*40'55" L= 143.40' voqu", K:\SUR12\122006 PLATS\LAND SWAP 5.DWG LAND S 77*47'21" E 36.96' DAVIS THRESH No, 6868 N 30-56'5 W (R) 0fi CAI-', PLAT TO ACCOMPANY LEGAL DESCRIPTION 600 SOUTH MAIN STREET Subject SCHEDULE 1, -- SUITE 920 LAND EXCHANGE AREA 5 ORANGE, CA 92868 Job No. 20122006-13 --"IBRF 714-415-0500 By RL Date 3/20/13 Chkd.WS Em 714-415-0599 (FAX) SHEET 1 OF 1 PROPOSED AREA 4 NO 000 I 'o Og Cl N S 50'48'31 F 93,11' t9 P. 0 00 99 S 49*21'14" E 48-72' _S40*38'46" W(R) 00 LAND EXCHANGE AREA NO, 5 46,515 sq. ft,± 1.068 acres COUNTY OF ORANGE SHERIFFS TRAINING R=1446.00' A=14'43'19" CENTER L=371-54' APN: 430-283-11 --92.00, PARCEL IV -J-8 DOC. NO. 20020404590 PROPOSED AREA 11B LEGEND P.O.C. POINT OF COMMENCEMENT S 55-22'05" W (R) T.P.O.B. TRUE POINT OF BEGINNING S 36-37'45" E(R),,,, R=1446.04' A--5*40'55" L= 143.40' voqu", K:\SUR12\122006 PLATS\LAND SWAP 5.DWG LAND S 77*47'21" E 36.96' DAVIS THRESH No, 6868 N 30-56'5 W (R) 0fi CAI-', PLAT TO ACCOMPANY LEGAL DESCRIPTION 600 SOUTH MAIN STREET Subject SCHEDULE 1, -- SUITE 920 LAND EXCHANGE AREA 5 ORANGE, CA 92868 Job No. 20122006-13 --"IBRF 714-415-0500 By RL Date 3/20/13 Chkd.WS Em 714-415-0599 (FAX) SHEET 1 OF 1 Parcel name' AREA 5 North' 2206235.8364 East : 6080838.8378 Line Course: S 49-21-14 E Length: 48.72 North: 2206204,1010 East : 6080875.8040 Curve Length* 371.54 Radius* 1446.00 Delta: 14-43-19 Tangent: 186.80 Chord 370.53 Course, S 41-59-35 E Course In: S 40-38-46 W Course Out: N 55-22-05 E RP North, 2205106.9523 East 6079933.9012 End North 2205928.7179 East 60811216984 Line Course, S 77-47-21 E Length* 36.96 North* 2205920.9005 East 6081159.8222 Curve Length: 143.40 Radius, 1446.04 Delta 5-40-55 Tangent 71.76 Chord 143.34 Course S 56-12-42 W Course In: S 30-56-50 E Course Out: N 36-37-45 W RP North' 2204680,7168 East 6081903.4458 End North: 2205841.1839 East 6081040.6899 Line Course: N 09-19-25 E Length'. 37.52 North: 2205878.2082 East 6081046.7685 Curve Length 345.75 Radius 1354.00 Delta 14-37-50 Tangent 17182 Chord 344.81 Course N 42-02-19 W Course In. S 55-16-36 V1 Course Out N 40-38-46 E RP North, 2205106.9505 East 6079933.8995 End North: 2206134,2944 East 6080815.8749 Line Course: N 49-21-14 W Length, 47.55 North: 2206165.2677 East 6080779.7964 Line Course: N 50-48-31 W Length: 39.17 North: 2206190.0197 East 6080749,4381 Line Course: N 09-21-06 E Length: 106.06 North, 2206294.6702 East 6080766.6722 Line Course: S 50-48-31 E Length: 93.11 North'. 2206235.8328 East 6080838.8361 Perimeter: 1269.79 Area'. 46,515.26 sq. ft. 1.068 acres Mapcheck Closure - (Uses listed courses. radii, and deltas) Error Closure, 0.0040 Course: S 24-06-21 W Error North -0.00369 East , -0.00165 Precision 1* 317.445.00 EXHIBIT G Legal Description of City ROW Area 3 on Site Map 5764-44062\APB360\.A(iRMT1 1136768.5 4\10%1 3 BKF %-'y �-, r'- Z� S J LEGAL DESCRIPTION OF AREA NO. 3 Tustin, CA Portion of APN: 430-283-18 March 28. 201 -) No. 20 122006-13 1) a,-, e I of 2 Real property situated in the City of Tustin, County of'Orange, State of California, described as follows: 13eino a portion of PARCEL 1 -E -I and PARCEL 1-E-2 as said parcels are described in that certain document entitled -QUITCLAIM DEED E AND ENVIRONMENTAL RESTRICTION I'URSUANTTO CIVIL CODE SECTION 1471" filed for record on N/fav 14, 2002 in Doe. No. 20020404595., Record,-, of Orange County, more particularly described as follows'. COMMENCING at the most northerly corner oil' said PARCEL I -E-2. Thence along the northwesterly line of said PARCEL I -E-2., South 40'37'39- West 197.68 feet to the TRUE POINT OF BEGINNING; Thence leavii-ig, said northwesterly line, South 03'45'033" Fast, 38.64 feet; Thence South 49°22'21" East, 212.29 feet; Thcrice South 50'48")1 " East, 356.61 feet to the southeasterly line of PARCEL I -E-2. 1. as said parcel is shown in that certain LOT LINE ADJUSTMENT NO. LLA 03-01, filed for record on April 15, 2003 in Document No. 200300041.8455, Orange County Records; Thence along last said southeasterly line, South 40'39'15" West, 92.03 feet; Thence leaving last said line, North 50°48'31" West, 355.42 feet - Thence North 49°22'2l" West, 214.50 feet; Thence South 84'32'48" West, 37.44 feet to said northwesterly line of said PARCEL I -E-2, Thence alom-Y last said line, North 40'37'39" East, 146.58 feet to the TRUE POINT OF BEGrNNING. Containing an area of 55,547 square feet or 1.275 acres more or less. Being a portion of Assessor's Parcel Number 430-283-18 Page 1 of 2 As shown on "Schedule I" attached hereto and made a part hereof, Foj--. BKF Engineers By: Davis Thresh, P.L.S. No. 6868 License expires: 09-30-2014 Date: K: IS ui 12122006A ATHI Land Swap Plats\I)W(;\M A INA -EG A LSAAND FXCI I ANG F Idoc Pal -le 2 of 2 PREDD MOLL G�WIEHHUJE N 40*37'39" E T.P,O.B. 146.58' �'S S 403739" �4O 7 ' 39" .3 W 1,97.68' W '9' S 84'32'48 W '3 '45�E� S 03'45'03" '0�" E 37.44' 64 3&64' '8 z Z O CITY OF TUSTIN 4-1- APN: 430-283-18 PLli MOO m DOC. NO. 20020404595 N no Cn Ci 'Pa LAND EXCHANGE AREA NO. 3 55,547 sq. ft.+ 0 1.275 acres + r Coll PARCEL 1-E-2 ----9 2,00' z CP Cyl C� Oci 41 01 PROPOSED AREA 2 (A PROPOSED AREA 6 m CA Cr C4 C71 41 FPARCEL 1-E-1 LEGEND P.O.C. POINT OF COMMENCEMENT SOUTHEASTERLY LINE OF 1—E-21 LOT LINE ADJUSTMENT 03-01 DOC. N0, 2003000418455 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430-283-16 K:\SUR12\122006.13 PLATS LAND SWAP 3.DWG T.P.O.B. TRUE POINT OF BEGINNING S 40'39'15" Wl LAND 92-03' PROPOSED AREA 4 DAVIS THRESH No, 6868 CAL\F PLAT TO ACCOMPANY LEGAL DESCR!PTION 600 SOUTH MAIN STREET Q uk' U 11t . . SCHEDULE L-. 1 SUITE 920 LAND EXCHANGE - AREA 3 ORANGE, CA 92868 Job No. 20122006-13 714-415-0500 By RL Date 3Z1-8 13 Chkd.WS 714-415-0599 (FAX) SHEET 1 OF 1 Parcel name'. AREA 3 North' 2207104.7195 East : 6079826,3405 Line Course' S 03-45-03 E Length* 38.64 North, 2207066.1623 East 6079828.8683 Line Course: S 49-22-21 E Length.' 212.29 North: 2206927.9321 East 6079989.9876 Line Course: S 50-48-31 E Length, 356.61 North, 2206702.5856 East 6080266.3745 Line Course: S 40-39-15 W Length: 92.03 North.- 2206632.7666 East 6080206.4177 Line Course: N 50-48-31 IN Length., 355.42 North' 2206857,3610 East 6079930.9532 Line Course: N 49-22-21 W Length' 214.50 North: 2206997.0302 East 6079768.1565 Line Course: S 84-32-48 W Length: 37.44 North'. 2206993.4721 East 6079730.8859 Line Course: N 40-37-39 E Length'. 146.58 North: 2207104.7203 East 6079826.3298 Perimeter' 1453.51 Area: 55,546.70 sq. ft. 1.275 acres Mapcheck Closure — (Uses listed courses, radii, and deltas) Error Closure.- 0.0107 Course: N 85-42-48 W Error North.- 0.00080 East : —0.01070 Precision 1'. 135,842.06 mm Development Agreement 5764-44062\APB360\AGRMT'd 1367685 4/10/13 EXHIBIT I McCain Agreement 5764-44062\APt3360\AGRMTd 136768.5 4\10%1 3 THIS INFRASTRUCTURE CONSTRUCTION AND PAYMENT AGREEMENT (MCCAIN SMITH ROAD, MCCORD ROAD AND BLACKBIRD DRIVEWAY) (this "Agreement") is dated for identification purposes this day of 2013, is entered into by and between the CITY OF TUSTIN ("City"), a California municipal corporation and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT ("SOCCCD"), a California public agency. The City and SOCCCD may also be individually referred to in this Agreement as a "Part'" and collectively as the "Parties." RECITALS A. In May 2002, the United States of America, acting through the Department of the Navy (the "Navy"), approved an economic development conveyance of the former Marine Corps Air Station, Tustin ("MCAS Tustin") to City. On May 13, 2002, a portion of MCAS Tustin (the "City Fee Property") was conveyed by federal deed to City. In addition, a portion of MCAS Tustin (the "City Leased Property") was leased by the Navy to City. B. On or about April 22, 2004, City and SOCCCD entered into that certain Agreement between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus (the "Conveyance Agreement"), pursuant to which City agreed to convey a portion of the City Property comprising approximately 68.37 acres to SOCCCD on the terms and conditions set forth therein. Pursuant to the Conveyance Agreement, (1) City conveyed to SOCCCD fee title to approximately 37.66 acres of the City Fee Property (the "SOCCCD Fee Property") and (2) City subleased to SOCCCD approximately 30.71 acres of the City Leased Property (the "LIFOC Area"), pursuant to that certain Sublease between the City of Tustin and the South Orange County Community College District for a Portion of MCAS Tustin dated April 29, 2004. The SOCCCD Fee Property and LIFOC Area are collectively referred to herein as the "SOCCCD Property." The Conveyance Agreement has been modified by that certain Amendment No. 1 to Agreement between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Education Campus dated 20. [Note: this is the Amendment contemplated by the County Land Exchange Agreement.] The term "Conveyance Agreement" as used herein means the original Conveyance Agreement as amended by the Amendment described above. C. On or about April 27, 2009, SOCCCD submitted to City an application for approval of a Concept Plan for Phase 3A of the ATEP Site (the "Concept Plan"), as required pursuant to that certain MCAS Tustin Reuse Plan/Specific Plan, as amended from time to time (as so amended, the "Specific Plan"). On July 26, 2010, the City's Zoning Administrator adopted Zoning Administrator Action 10-002 (the "ZA Action") approving the Concept Plan. 5764-44062\RJD403\AGRMT\948167. I 1 2/12/1 3 D. Concurrently with the execution hereof, City and SOCCCD are entering into the following agreements, among others: (1) An agreement for the exchange of real property (the "City Exchange Agreement"), pursuant to which SOCCCD has agreed (among other things) to convey to City by quitclaim deed certain portions of the SOCCCD Property, and City has agreed (among other things) to concurrently convey to SOCCCD by quitclaim deed certain other portions of MCAS Tustin. For the purposes of this Agreement, the "Exchange Close of Escrow" shall refer to the "Close of Escrow," as defined in the City Exchange Agreement. (2) An amendment and restatement of the Conveyance Agreement and constituting a Development Agreement pursuant to California Government Code Sections 65864, et sect. (the "Development Agreement"), which Development Agreement will be recorded in the Official Records of Orange County, California immediately following the execution thereof. The Development Agreement will become effective in accordance with its terms upon the Exchange Close of Escrow. Prior to the Exchange Close of Escrow, the Conveyance Agreement remains in effect. E. This Agreement is entered into by the City and SOCCCD in order to provide for the future reservation of certain easements, and to establish certain obligations of the Parties for design and construction of certain private streets and access aisles contemplated in the Specific Plan, the Concept Plan, the Conveyance Agreement or the Development Agreement (as applicable). AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and of the covenants, promises and undertakings set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and SOCCCD agree as follows: 1. Definitions. Terms used in this Agreement and not otherwise defined shall have the meanings set forth in the Conveyance Agreement or the Development Agreement (as applicable) or the Specific Plan. Unless the context otherwise requires, the following terms utilized in this Agreement shall have the meanings herein specified: "Actual Cost" means the following costs of the Constructing Party with respect to McCain Road as identified in this Agreement: (a) the construction costs for McCain Road; (b) the Constructing Party's actual, reasonable cost of professional services directly related to construction of McCain Road, including engineering, legal, accounting, and similar professional services related to design and preparation of the McCain Plans and costs of environmental evaluations required specifically for such improvements, which costs in total shall not exceed ten percent (10%) of the construction costs for such improvements; (c) the Constructing Party's actual, reasonable cost of construction management services, which costs in total shall not exceed (i) three percent (3%) of the construction costs for McCain Road if construction management services are provided by the Constructing Party utilizing its own employees or individuals acting as consultants to the Constructing Party, or (ii) five percent (5%) of the construction costs of McCain Road if construction management services are provided by the Constructing Party through an arm's-length retention of a construction management firm; (d) the 2 5764-44062\RI1)403\AGRMI\448167. I I 2/12/13 Constructing Party's actual, reasonable cost of contract services, which costs in total shall not exceed five percent (5%) of the costs of construction of McCain Road, including (i) construction service fees in an amount equal to the amount of fees actually paid by the Constructing Party to governmental agencies in order to obtain permits, licenses or other necessary governmental approvals and review of McCain Road, (ii) inspection, construction staking, and materials testing and (iii) the premium costs for payment bonds, performance bonds or maintenance bonds and insurance for McCain Road; and (e) no item of cost relating to McCain Road shall be included in more than one category of cost specified in clauses (a) through (d) of this definition, and each item of cost shall include only amounts actually paid by the Constructing Party to third parties and shall not include overhead, in-kind or other internal expenses of the Constricting Party. "Blackbird Road Driveway" shall mean the driveway to be constructed within the area identified on the Blackbird Survey, pursuant to Section 3. "Blackbird Survey" shall have the meaning as set forth in Section 3.1.3. "Commencement of Construction Deadline" shall have the meaning as set forth in Section 2.3. "Constructing Party" means the first Party to proceed with a construction project defined below as a "Project Initiation." "Construction Completion Deadline" shall have the meaning as set forth in Section 2.10. "DSA" shall mean the California Division of the State Architect. "Liabilities" shall have the meaning as set forth in Section 2.13. "LIFOC Area" shall have the meaning as set forth in Recital B. "McCain Budget Change" shall have the meaning as set forth in Section 2.5.3. "McCain Budget Change Allowance" shall have the meaning as set forth in Section 2.5.2. "McCain Operating Budget" shall have the meaning as set forth in Section 2.5.2. "McCain Plans" shall have the meaning as set forth in Section 2.4. "McCain Preliminary Budget" shall have the meaning as set forth in Section 2.5.1. "McCain Right -of -Way" shall have the meaning as set forth in Section 2. "McCain Road" shall mean the road to be constructed within the McCain Right -of -Way pursuant to Section 2. "McCain Street Standards" shall have the meaning as set forth in Section 2.2. 3 5764-44062\R1 D403\AGRMT\948167.1 1 2/121,13 "McCord Road" shall mean the road to be constructed within the McCord Right -of -Way pursuant to Section 3. "McCord Right -of -Way" shall have the meaning as set forth in Section 3. "McCord Survey" shall have the meaning as set forth in Section 3.1.3. "Non -Constructing Party" means the Party other than the Constructing Party. "Payment Request" shall have the meaning as set forth in Section 2.12. "Project Initiation" shall mean the issuance of a notice to proceed Ietter by either Party to its general contractor [_Note: approval of plans does not work as a trigger, because (a) the plans could be approved well before any work is commenced and (b) it may be difficult to determine when the City approves its own park pians.] for construction of a project of substantial scope other than construction of McCain Road (i.e., a project with a cost of 51,000,000 or more) and shall not include (a) demolition activities; (b) incidental works of construction such as minor landscaping improvements; or (e) environmental mitigation activities by either Party. 2. McCain Road. The area on which McCain Road is to be constructed is more particularly described in Exhibit A to this Agreement and identified as the "McCain Right -of - Way." The McCain Right -of -Way lies north of Valencia Avenue and generally runs in an arc from Valencia Avenue on the southeast to Lansdowne Avenue on the west. The McCain Right - of -Way is immediately adjacent, on the south, to a parcel (the "Valencia Parcel") consisting partly of SOCCCD Fee Property and partly of LIFOC Area subleased by the City to SOCCCD between Valencia Avenue and Lansdowne Avenue and, on the north, to an approximate 24 -acre parcel of City Leased Property intended for a City Community Park (the "Park Site"). [Note: We think it makes sense to complete the survey of the McCain Right -of -Way at the same time as the survey for the land swap parcels.] 2.1 Easement for McCain Road. Upon the conveyance of fee title to the LIFOC Area subleased by City to SOCCCD pursuant to the Conveyance Agreement. City shall reserve non-exclusive easements over the McCain Right -of -Way, which reservation of easements shall be in the form of Exhibit B attached hereto. 2.2 Standards for Design and Construction of McCain Road. McCain Road shall be designed and constructed within the McCain Right -of -Way in accordance with, at a minimum, the then -applicable City street standards for private streets and in accordance with the cross-section attached hereto as Exhibit C (the "McCain Street Standards"), subject to review and approval of plans by the City Engineer and the DSA as set forth in Section 2.4 below; provided, however, that the McCain Street Standards shall not include any requirement to install sidewalk, landscaping and lighting on the north side of the McCain Right -of -Way. Further, in the event SOCCCD wishes to also provide parking on the south side of the McCain Right -of - Way, the curb -to -curb width from centerline south to the curb face as shown on Exhibit C will need to be increased from fourteen feet (14') to eighteen feet (18'). 4 5764-44062\R.1D403\AGR viT\948167.1 1 2 12/13 2.3 Constructin Party. Construction of McCain Road shall be undertaken by the first Party to proceed with Project Initiation on either the Park Site (in which event City shall be the Constructing Party), or the Valencia Parcel (in which event SOCCCD shall be the Constructing Party). The Constructing Party shall notify the non -Constructing Party that Project Initiation has occurred within five (5) business days after the date of Project Initiation. [Note: Concept Plan Condition 1.4(d) limits SOCCCD's construction obligation to north of Valencia Avenue.] The Constructing Party shall commence the design work for construction of McCain Road within sixty (60) days of Project Initiation and commence construction of McCain Road within ninety (90) days after receiving approval of the McCain Plans from the City Engineer and the DSA (the "Commencement of Construction Deadline"). [Note: Construction of 'McCain Road cannot begin until the plans have been approved by the City Engineer and the DSA.] In the event that either Party elects to do so, it may also give notice to the other Party that it intends to construct McCain Road prior to Project Initiation. The Party giving such notice shall be deemed the Constructing Party and shall be required to commence design work for construction of McCain Road within sixty (60) days after delivery of such notice and commence construction of McCain Road within ninety (90) days after receiving approval of the McCain Plans from the City Engineer and the DSA. 2.4 Plans. The Constructing Party shall employ qualified engineers, at its initial cost and expense (subject to provisions of Section 2.12), to prepare all plans, specifications, and drawings necessary and required for the construction of McCain Road (collectively, "McCain Plans"). The McCain Plans shall conform to all applicable federal, state. and local governmental laws, ordinances, rules, and regulations, including without limitation the requirements of the DSA ("Governmental Requirements") and to the McCain Street Standards. Upon completion of design development drawings, the Constructing Party (if City is the Constructing Party), shall provide SOCCCD with a set of such design development ID drawings and SOCCCD (whether it is the Constructing Party or the Non -Constructing Party) shall provide the same to the DSA for preliminary review, in order to expedite DSA's review of the McCain Plans for compliance with state laws, rules and regulations. [Note: The DSA must be involved in the plan review process, because McCain Road is located on the SOCCCD Property.] The Constructing Party shall make such revisions to the McCain Plans as are required in order to address the DSA's preliminary comments, and shall then submit the same to the Non -Constructing Party (acting through its staff). The Non -Constructing Party shall have thirty (30) days to approve or disapprove the McCain Plans in its reasonable discretion (if the City is the Non -Constructing Party, then the City Engineer shall be responsible for the approval or disapproval of the McCain Plans on behalf of the City). In the event that the Non - Constructing Party disapproves the McCain Plans, the Constructing Party shall revise the McCain Plans based on the comments of the Non -Constructing Party, and shall resubmit the McCain Plans to the Non -Constructing Party. Upon resubmittal of the revised McCain Plans, the Non -Constricting Party shall have a period of twenty (20) days to approve or disapprove the same in its reasonable discretion. If the Non -Constructing Party disapproves the revised McCain Plans, then the Parties shall meet in good faith to resolve the remaining issues. Failure of the Non -Constructing Party to give notice of approval or disapproval of the McCain Plans within the applicable time period set forth above shall be deemed approval. Upon approval or deemed approval of the McCain Plans by the Non -Constructing Party, SOCCCD shall submit the same to the DSA for final approval in accordance with the DSA's rules and regulations. The Constructing Party shall pay all permit fees, inspection fees, connection fees, and other fees 5 5764-44062\RJ D403\AGRM7\948167.1 I '_'12'1 3 customarily charged by applicable governmental authorities, as may now exist or as may be charged in the future, arising out of or related to the planning, engineering or construction of McCain Road, subject to provisions for reimbursement set forth in Section 2.12. 2.5 Budget. 2.5.1 The Constructing Party shall prepare a preliminary budget for the construction of McCain Road in accordance with the approved McCain Plans (the "McCain Preliminary Budget"). The Constructing Party shall submit the McCain Preliminary Budget to the Non -Constructing Party, and the Non -Constructing Party (acting through its staff) shall have thirty (30) days to approve or disapprove the same in its reasonable discretion. In the event that the Non -Constructing Party's staff disapproves the McCain Preliminary Budget, the Constructing Party shall revise the McCain Preliminary Budget based on the comments of the Non -Constructing Party, and shall resubmit the McCain Preliminary Budget to the Non - Constructing Party. Upon resubmittal of the revised McCain Preliminary Budget, the Non - Constructing Party shall have a period of twenty (20) days to approve or disapprove the same in its reasonable discretion. If the Non -Constructing Party disapproves the revised McCain Preliminary Budget, then the Parties shall meet in good faith to resolve the remaining issues. Failure of the Non -Constructing Party to give notice of approval or disapproval of the McCain Preliminary Budget within the applicable time period set forth above shall be deemed approval. 2.5.2 The Constructing Party shall prepare a final operating line item budget for the construction of McCain Road in accordance with the approved McCain Plans and the approved McCain Preliminary Budget (the "McCain Operating Budget"). The McCain Operating Budget shall include an allowance of Twenty Thousand Dollars ($20,000) for a McCain Budget Change pursuant to Section 2.5.3 below (the "McCain Budget Change Allowance"). Each Party shall be responsible for obtaining the approval of the McCain Operating Budget from its governing body. No construction of McCain Road shall commence until the McCain Operating Budget shall have been approved by the governing bodies of both Parties. 2.5.3 If the Constructing Party becomes aware of the need for a change to the McCain Operating Budget (a "McCain Budget Change"), it shall immediately notify the Non -Constructing Party of the same and the reason for such McCain Budget Change. The Non - Constructing Party shall have the right to approve or disapprove such McCain Budget Change in its reasonable discretion. The Parties shall meet as frequently as necessary in order to agree on the McCain Budget Change, so that the construction of McCain Road can continue without interruption. Without limiting the generality of the foregoing, the Constructing Party shall use the McCain Budget Change Allowance if necessary so that construction of McCain Road can continue without interruption while the necessary approvals of the McCain Budget Change are obtained by the Parties from their respective governing bodies. 2.6 Construction. At such time as the Constructing Party is required to commence construction of McCain Road hereunder, the Constructing Party shall employ a licensed contractor or contractors to construct and complete McCain Road at the sole cost and expense of the Constructing Party (subject to the provisions of Section 2.12). The McCain Road construction project shall be let in accordance with California Public Contract and Labor Codes 6 5 764-44062\RJ D403\AG RMT\948167.1 1 2/12/13 and in accordance with any other applicable laws, rules, and regulations of all govermnental authorities having jurisdiction over McCain Road. McCain Road shall be installed in strict compliance with the City and DSA approved McCain Plans and this Agreement. All requirements of the applicable storm water pollution protection plans for the McCain Right -of - Way shall be implemented and maintained by the Constructing Party. In addition, the Constructing Party shall install and maintain construction fencing separating the construction area from non -construction activities. 2.7 License. During the construction of McCain Road, upon written request of the Constructing Party, the Non -Constructing Party shall grant to the Constructing Party's contractor(s) a revocable license to use such portions of the Non -Constructing Party's property, in addition to the McCain Right -of -Way, as the Constructing Party may reasonably require for the construction of McCain Road or for the staging of construction equipment and materials. The location of the license area shall be subject to the mutual agreement of the Parties. The Constructing Party shall use reasonable efforts not to interfere with any construction activities of the Non -Constructing Party. If the Constructing Party's contractor(s) disturb any portion of the Non -Constructing Party's property outside the McCain Right -of -Way, then the Constructing Party shall cause such portion of the Non -Constructing Party's Property to be restored to its condition prior to the commencement of construction. 2.8 Insurance. The Constructing Party and/or its selected contractor shall obtain and continue in effect or cause to be obtained and continued in effect at all times when conducting activities related to the construction of McCain Road insurance conforming with the requirements of Exhibit D attached hereto. The obligation of the Constructing Party to continue in effect (or cause to continue in effect) insurance pursuant to this Section 2.8 shall survive the termination of this Agreement for any reason. 2.9 Notice of Completion. Upon satisfactory completion of McCain Road in accordance with the McCain Plans, the Constructing Party shall file promptly with the County Recorder of the County of Orange a Notice of Completion pursuant to the provisions of California Civil Code Section 9204. The Constructing Party shall furnish to the Non - Constructing Party a duplicate copy of such Notice of Completion showing thereon the date of filing with the County Recorder. The Constructing Party shall be responsible for obtaining project close-out from the DSA, the Regional Water Quality Control Board and all other applicable governmental authorities. In the event that City is the Constructing Party, then SOCCCD shall act as liaison in obtaining project close-out from the DSA, and shall assist in the selection of the required DSA certified inspector. SOCCCD shall provide City with the necessary supplementary condition language to the construction documents for McCain Road in order to meet DSA inspection and certification requirements. In no event shall McCain Road be opened for use by the public until project close-out from the DSA has been obtained by the Constructing Party. 2.10 Time for Completion of Construction. In the event that the Constructing Party commences construction, then such construction shall be completed by the date (the "Construction Completion Deadline") which is twelve (12) months after the earlier of (a) the actual date on which construction commences or (b) the Construction Commencement Deadline. In the event that the Constructing Party is prevented from commencing or completing 7 5764-44062\R.ID403\AGRM'f 948167.11 2\121/13 construction because of an event of Force Majeure (as defined below), then the time for the Constructing Party's performance shall be extended for the period of time equal to the duration of such event of Force Majeure which prevented the Constructing Party from commencing or completing construction, provided that the Constructing Party notifies the Non -Constructing Party in writing within thirty (30) days from the date upon which the Constructing Party became aware of such event of Force Majeure. "Force Majeure" shall mean any of the following events, to the extent that such events are beyond the control of the Constructing Party, its consultants and/or contractors and not due to an act or omission of such Constructing Party, its consultants, and/or contractors: acts of God, war, unusually severe weather, casualty (fire, earthquake or other casualty, in each case only if causing material physical destruction or damage to the McCord Right -of -Way), civil unrest (an epidemic, blockade, quarantine, rebellion, insurrection, act of terrorism, strike or lock -out, riot, act of sabotage, civil commotion, freight embargo, or lack of transportation), delays in obtaining required approvals from any governmental authorities, injunctions or litigation (a lawsuit that restrains, enjoins, challenges, or delays construction of McCain Road which directly impairs the ability of the Constructing Party to perform), delays caused by the insolvency by the Constructing Party's contractor(s) or delays caused by the surety company that issued payment or performance bonds for the constriction of McCain Road. 2.11 Right to Cure. If the Constructing Party fails to construct or complete the construction of McCain Road on or before the date set forth herein, then the Non -Constructing Party may demand, by giving written notice to the Constructing Party, that the Constructing Party cure its breach. The written demand must identify the obligation that is breached and the steps that the Non -Constructing Party believes are required to cure the breach. If the Constructing Party fails to commence to cure the breach within thirty (30) days of receipt of the written notice and proceed diligently to completely cure the breach, then the Non -Constructing Party may cure the breach with contractors selected by the Non -Constructing Party, subject to the requirements of the surety company that issued payment or performance bonds for the construction of McCain Road. In such event, the Non -Constructing Party shall be entitled to reimbursement for the costs it incurs in accordance with Section 2.12 below. 2.12 Reimbursement for Costs of Constricting McCain Road (a) Payment Request. The Non -Constructing Party shall reimburse the Constructing Party for the "Applicable Percentage" (as defined below) of the Actual Costs incurred by the Constructing Party in the design and construction of McCain Road, to the extent that such Actual Costs are incurred in accordance with the McCain Operating Budget approved or deemed approved by the Non -Constructing Party pursuant to Section 2.5 above. At such time as the Constricting Party shall have filed a Notice of Completion of McCain Road, the Constructing Party shall deliver a payment request (the "Payment Request") to the Non - Constructing Party. The Payment Request shall set forth an itemized account of all Actual Costs incurred in connection with the design and construction of McCain Road. The Constricting Party shall provide to the Non -Constructing Party, together with the Payment Request, such written evidence as the Non -Constructing Party shall reasonably require (including but not limited to interim and final waivers of lien and sworn statements) that all persons, firms, and corporations supplying work, Labor, materials, supplies and equipment for the design and construction of McCain Road have been paid, and that no claims on behalf of any such person, 8 5764-44062vR ID403vAGRMTv948167.1 I 21112/1 3 firm or corporation remain. The Non -Constructing Party shall remit to the Constructing Party within thirty (30) days after receipt of the Payment Request an amount equal to the Applicable Percentage of the Actual Costs. (b) Applicable Percentage. For purposes of this Agreement, the "Applicable Percentage" shall be determined as follows: [Alternative A—To be inserted if SOCCCD retains approximately S acres of the Valencia Parcel as part o f the land exchange: If as of the date (the "Payment Notice Date") that the Payment Notice is delivered by the Constructing Party, the Exchange Close of Escrow has occurred, then the Applicable Percentage shall be thirty-three and 33/100 percent (33.33%) for SOCCCD and sixty-six and 67/100 percent (66.67%) for City. If the City Exchange Agreement has been terminated as of the Payment Notice Date, then the Applicable Percentage shall be fifty percent (50%) for SOCCCD and fifty percent (50%) for City. In either of the foregoing cases, the allocation shall be final. if as of the Payment Notice Date, the City Exchange Agreement is in effect but the Exchange Close of Escrow has not occurred, then (i) if the Non -Contracting Party is SOCCCD, it shall make a reimbursement payment to City based on an Applicable Percentage for SOCCCD of thirty-three and 33/100 percent (33.33°/x), and (ii) if the Non -Contracting Party is City it shall make a reimbursement payment to SOCCCD based on an Applicable Percentage for City of sixty-six and 67/100 percent (66.67%). In the event that the City Exchange Agreement is subsequently terminated following such payment by the Non -Constructing Party, then each Party shall make any adjusting payment to the other Party necessary so that the each Party's Applicable Percentage of the Actual Costs is equal to fifty percent (50%). Any such adjusting payment shall be made within thirty (30) days after the termination of the City Exchange Agreement] [Alternative B—To be inserted if the entire Valencia Parcel is to be conveyed to the Cith as part of the land exchange: If as of the date (the "Payment Notice Date") that the Payment Notice is delivered by the Constructing Party, the Exchange Close of Escrow has occurred, then this Agreement shall have terminated in accordance with its terms pursuant to Section 4 below, and SOCCCD shall have no obligation to reimburse City hereunder. If the City Exchange Agreement has been terminated as of the Payment Notice Date, then the Applicable Percentage shall be fifty percent (50%) for SOCCCD and fifty percent (50%) for City, and such allocation shall be final. If as of the Payment Notice Date, the City Exchange Agreement is in effect but the Exchange Close of Escrow has not occurred, then the Applicable Percentage shall be zero percent (0%) for SOCCCD and one hundred percent (100%) for City. h1 the event that the City Exchange Agreement is subsequently terminated, then each Party shall make an adjusting payment to the other Party necessary so that the each Party's Applicable Percentage of the Actual Costs is equal to fifty percent (50%). Any such adjusting payment shall be made within thirty (30) days after the termination of the City Exchange Agreement.] (c) Audit. The Non -Constructing Party shall have the right within thirty (30) days after receipt of the Payment Request to require an audit of the books and records of the Constructing Party which pertain to the Actual Costs shown in the Payment Request. Such audit shall be conducted by a public accounting firm mutually agreed by the Parties. Such audit shall be conducted at the Constructing Party's office during normal business hours and after ten (10) days' prior written notice. The Non -Constructing Party shall pay the Constructing Party an amount equal to the Applicable Percentage of the Actual Costs as calculated by the auditor within thirty (30) days after the auditor submits the results of the audit. If the auditor determines that the Actual Costs were overstated by ten percent (10%) or more, then the 9 5764-44062\RJD403\AGRM'T\948167.1 I 2i 12;1; Constructing Party shall pay the reasonable expenses of the audit. Otherwise, the Non - Constructing Party shall pay such expenses. [Note: A right of review without an audit does not provide sufficient protection for the Non -Constructing Party.] 2.13 Indemnity. The Constructing Party shall protect, indemnify, defend and hold harmless the Non -Constructing Party, and its agents, contractors, employees, principals, and officers, and the Federal Government (with respect to any portion of the SOCCCD Property that is LIFOC Area), with counsel reasonably acceptable to the Non -Constructing Party, from and against any and all claims, damages, liens, stop notices, liabilities, losses, costs and expenses, including reasonable attorneys' fees and court costs and expenses (all of the foregoing, collectively "Liabilities"), resulting from the Constructing Party's activities under this Agreement including, but not limited to, construction of McCain Road, except as to those Liabilities attributable to the gross negligence or willful misconduct of the Non -Constructing Party, or its agents, contractors, employees, principals, and officers. The Constructing Party's indemnification obligations set forth herein shall survive the termination of this Agreement for any reason. 2.14 Certain Traffic Standards. The intersection of McCain Road with Valencia Avenue shall allow right -in and right -out traffic only and such intersection will be posted (signed) accordingly. The Constructing Party shall be responsible for installing such signs in conformance with City standards, and the costs of such signs shall be included as part of the Actual Costs. The intersection of McCain Road with Lansdowne Road shall allow all turning movements (right -in, right -out, left -in, left -out). 3. McCord Road and Blackbird Road Driveway. The area on which McCord Road and the Blackbird Road Driveway are to be constructed are roughly described in Exhibit E to this Agreement and identified as the "McCord Right -of -Way" and `Blackbird Road Driveway." The McCord Right -of -Way and Blackbird Road Driveway would provide ingress and egress from Armstrong Avenue and access to the site of a proposed City child care center (the "Child Care Center") as shown on the Concept Plan. 3.1 Required McCord Right -of -Way and Blackbird Road Driveway. The McCord Right -of -Way and the Blackbird Road Driveway shall provide ingress and egress for the Child Care Center site to Armstrong Avenue and shall provide for the radius and movements needed to accommodate the area along the north side of the Child Care Center and the west for future ingress at the signalized T -intersection of Valencia Avenue and the main access route to the ATEP Site on the south side of Valencia Avenue as proposed on the Concept Plan. [Note: Concept Plan Condition 1.5(c) does not require SOCCCD to construct the access road from Valencia Avenue at this time.] 3.1.1 The McCord Right -of -Way shall be fifty-six feet (56') in width. [Note: a 56 -foot right-of-way complies with Concept Plan Condition 1.5(b).] 3.1.2 The Blackbird Road Driveway located to the west of the McCord Right -of -Way on the north side of the Child Care Center shall be adequate for non-exclusive access to the Child Care Center from McCord Road, and for access to future development to the west on the SOCCCD Property, to the reasonable satisfaction of the City that adequate 10 5764-44062\RJ D40Y A G R M T\948167.1 I 2/12/ 1 accommodation is provided to ensure full turn around and other access accommodation without obstructions from future parking lot hardseape islands and parking spaces. 3.1.3 Within sixty (60) days after the termination of the City Exchange Agreement, SOCCCD shall cause the McCord Right -of -Way and Blackbird Road Driveway to be surveyed and such surveys (the "McCord Survey" and `Blackbird Survey," respectively) shall include a metes and bounds description of the McCord Right -of -Way and the Blackbird Road Driveway. SOCCCD shall submit the McCord Survey and Blackbird Survey to City and City shall have thirty (30) days to approve or disapprove the McCord Survey and the Blackbird Survey in its reasonable discretion. In the event that City disapproves the McCord Survey or the Blackbird Survey, SOCCCD shall respond to the corrections to the McCord Survey or the Blackbird Survey requested by the City. Upon resubmittal of a corrected McCord Survey and Blackbird Survey, the City will review and again either approve or disapprove the same in its reasonable discretion within twenty (20) days thereafter. If the City disapproves the corrected McCord Survey or Blackbird Survey, then the City shall prepare a corrected McCord Survey or Blackbird Survey and submit the same to SOCCCD and SOCCCD shall have a period of twenty (20) days to review and approve or disapprove the same in its reasonable discretion. If SOCCCD disapproves the City's corrected McCord Survey or Blackbird Survey, the Parties shall meet in good faith in order to resolve the remaining issues. Each Party shall be responsible for the payment of the cost of preparation of each version of the McCord Survey or Blackbird Survey that it is required to prepare as set forth above. Failure of a Party to give notice of disapproval of the version of the McCord Survey or Blackbird Survey that it is required to review within the applicable time period set forth above shall be deemed approval of the McCord Survey or Blackbird Survey (as applicable) by such Party. [Note: Since the McCord Right -of - Way and Blackbird Road Driveway are on SOCCCD Property, SOCCCD must have the right to approve the final location.] 3.2 Easements for McCord Road and Blackbird Road Driveway. Upon the conveyance of fee title to the LIFOC Area by City to SOCCCD pursuant to the Conveyance Agreement, City shall reserve a non-exclusive appurtenant easement over the McCord Right -of - Way and the Blackbird Road Driveway for ingress and egress to the Child Care Center. The language of such reservation shall make clear that the SOCCCD Property shall also have the right of ingress and egress over the McCord Right -of -Way and Blackbird Road Driveway. Such reservation of easements shall be accomplished pursuant to Section 9 of the Conveyance Agreement, and as required to implement the Specific Plan. The easement shall provide for vehicular and pedestrian access to the general public. 3.3 Standards for Construction of McCord Road and the Blackbird Road Driveway. 3.3.1 Standards for Design and Construction of McCord Road. McCord Road shall be designed and constructed by SOCCCD within the McCord Right -of -Way in accordance with, at a minimum, the applicable City street standards for private streets, including City Street Standard B-102 with thirty-six foot (36') minimum curb -to -curb dimension and ten foot (10') parkways on each side. In the event that the City Exchange Agreement is terminated, SOCCCD shall construct McCord Road in conjunction with its construction of those portions of the Concept Plan that are located south of Valencia Avenue. 1 1 5 764-44062\RJ D403\AG RM'[\9481621 1 2/12/13 3.3.2 Median in Valencia Avenue at McCord Intersection. In the event that the City Exchange Agreement is terminated, SOCCCD shall construct the proposed median modification shown on the Concept Plan which lies to the east of the T -intersection of Valencia Avenue and the main access route to the ATEP Site on the south side of Valencia Avenue, 3.3.3 Blackbird Road Driveway. The Blackbird Road Driveway shall be designed by SOCCCD within the area identified on the Blackbird Survey in accordance with, at a minimum, applicable City standards and plans and specifications that will be reviewed and approved by the City Engineer. In the event that the City Exchange Agreement is terminated, SOCCCD shall construct the Blackbird Road Driveway in conjunction with its construction of those portions of the Concept Plan that are located south of Valencia Avenue. 4. [Alternative A—to be inserted if SOCCCD retains approximately c acres of the Valencia Parcel as part of the land exchange: Modification of Obligations upon the Exchange Close of Escrow. Effective upon the Exchange Close of Escrow, (a) Sections 3.1, 3.2 and 3.3 above shall be automatically terminated and shall be of no further force or effect; (b) any easement that was previously reserved by City over the McCord Right -of -Way or the Blackbird Road Driveway pursuant to Section 3.2 above shall be quitclaimed by City to SOCCCD pursuant to a quitclaim deed acceptable to SOCCCD in its reasonable discretion; and (c) SOCCCD shall be responsible for modifying the Valencia median to close its opening at the intersection with McCord Road.J (Alternative B—to be inserted if the entire Valencia Parcel is to be conveyed to the City as part of the land exchange: Termination of Agreement. Effective upon the Exchange Close of Escrow,(a) this Agreement shall be automatically terminated and shall be of no further force or effect; (b) any easement that was previously reserved by City over the McCord Right -of -Way or the Blackbird Road Driveway pursuant to Section 3.2 above shall be quitclaimed by City to SOCCCD pursuant to a quitclaim deed acceptable to SOCCCD in its reasonable discretion; and (c) SOCCCD shall be responsible for modifying the Valencia median to close its opening at the intersection with McCord Road. The obligations of the Parties pursuant to this Section 4 shall survive the termination of this Agreement.] 5. Miscellaneous. 5.1 Captions; Incorporation by Reference. The captions used herein are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof. Each of the Exhibits attached to this Agreement is hereby incorporated into this document as if set forth in full herein. 5.2 Interpretation; Governing Law. This Agreement shall be construed as if prepared by both parties hereto. Any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the drafting party shall not be applicable and is hereby waived. This Agreement shall be governed by and construed under the laws of the State of California. 5.3 Attorneys' Fees. In the event of any legal action or other proceeding between the parties regarding this Agreement (an "Action"), the prevailing party shall be entitled to the payment by the losing party of its reasonable attorneys' fees, expert witness fees, court costs and litigation expenses, as determined by the court. 12 5764-44062iRJ D40Y AGRMT\948167.1 1 2%12;'13 5.4 Post -Judgment Attorneys" Fees. The prevailing party in any Action shall be entitled, in addition to and separately from the amounts recoverable under Section 5.3 above, to the payment by the losing party of the prevailing party's reasonable attorneys' fees, expert witness fees; court costs and litigation expenses incurred in connection with (a) any appellate review of the judgment rendered in such Action or of any other ruling in such Action, and (b) any proceeding to enforce a judgment in such Action. It is the intent of the Parties that the provisions of this Section 5.4 be distinct and severable from the other rights of the Parties under this Agreement, shall survive the entry of judgment in any Action and shall not be merged into such judgment. 5.5 Severability. In the event that any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal, null or void, or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by law. 5.6 Authority. Each of the individuals executing this Agreement verifies that each of them has the authority to enter into this Agreement, that the necessary resolutions or other consents have been passed or obtained, and that this Agreement shall be binding on the Owner for whom each of them is signing. 5.7 Further Actions. The parties shall execute and deliver such further documents and shall take such further actions as may be reasonably necessary to effectuate the terms of this Agreement. 5.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but when taken together shall constitute one and the same instrument. 5.9 Amendment. This Agreement only may be amended by a written instrument executed and acknowledged by both parties. 5.10 Conditions to ZA Action. Pursuant to Condition 1.6 to the ZA Action. the Parties hereby confirm and acknowledge that Conditions 1.4 and 1.5 to the ZA Action are null and void. 13 764-44063\RJ1)403`AGR M`h 948167.1 1 2/12/ Il IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date set forth opposite their respective signatures below. DATED: APPROVED AS TO LEGAL FORM: By:_ Name: Title: CITY: CITY OF TUSTIN, a California municipal corporation By: Name: Title: DATED:- SOCCCD: SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a California public agency 0 Name: Title: 14 5764-44062\R,l D403 %AGR MT\948167.1 1 -12 Exhibit A McCain Right of Way 5764-44062\R.ID403\A(iRM'I"\948167,1 1 2/12 1' LAWDOM* POAr 7-i U m > Ul U) 0 rT, > F� C) t 0 m V, M o > r 0 -n 0 Oil I 31- X", :w 5764-44062\R.ID403\A(iRM'I"\948167,1 1 2/12 1' Exhibit B Reservation of Easements Over McCain Road Note—This Reservation of Easements shall be included in the Quitclaim Deed of the LIFOC Area by the City to SOCCCD pursuant to the Conveyance Agreement. In this Reservation of Easements, "Grantor" refers to City and "Grantee" refers to SOCCCD. The Exhibits referred to in this Reservation of Easements will be attached to the Quitclaim Deed. RESERVING THEREFROM UNTO GRANTOR the following non-exclusive easements: (a) an easement (the "Construction Easement") over that portion of the Property consisting of McCain Road as more particularly described in Exhibit attached hereto ("McCain Road"), for purposes of constructing street, parking, utility and landscaping improvements in McCain Road (the "McCain Improvements") pursuant to improvement plans to be mutually approved by Grantor and Grantee; and (b) an easement (the "Permanent Easement") over McCain Road for purposes of maintenance and operation of the McCain Improvements. The Permanent Easement shall be used by members of the public for the purpose of pedestrian and vehicular access to and from that certain park site owned by Grantor adjacent to McCain Road and more particularly described in Exhibit attached hereto (the "Park Site"). The Construction Easement and the Permanent Easement shall be appurtenant to the Park Site and shall inure to the benefit of Grantor and all successive owners of the Park Site. The burden of the Construction Easement and the Permanent Easement is intended to and shall run with McCain Road, and shall bind successive owners of McCain Road. The Construction Easement shall terminate upon the recordation in the Official Records of Orange County, California of a Notice of Completion of the McCain Improvements pursuant to California Civil Code Section 9204. The Permanent Easement shall be perpetual. Grantor shall be responsible for maintaining the McCain Improvements at its sole cost and expense; provided however, that Grantee shall be responsible for maintaining any parking areas on the south side of McCain Road (as depicted on Exhibit attached hereto). 5 -,764-44062\,R,J D403 \AGRMT\948167,1 1 ?;12,13 Exhibit C Cross -Section of McCain Road Exhibit B - Cross -Section of McCain Smith Roach PROPOSED S'I,Y LINE 8` CITY OF TUSTIN COMMUNITY PARK 5' 14` 18' SIDEWALK, LANDSCAPING PARKING/ L/S S/W AND STREET LIGHTS LANDSCP, BY OTHERS PROFILE GRADE MC AIN SMffH ROAD (2 LANES) PRIVATE ROAD - PARKING ON ONE SIDE NOT TO SCALE 5764-44062\RJD403\AGRM1-,948167.1 1 2%1211' Exhibit D Insurance Requirements A. Constructing Party shall be aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or undertake self-insurance in accordance with the provisions of that Code and shall comply with such provisions before commencing the performance of the work of this Agreement. B. Constructing Party and all subcontractors shall carry workers' compensation insurance for the protection of its employees during the progress of the work. The insurer shall waive its rights of subrogation against Non -Constructing Party, its officers, agents and employees and shall issue an endorsement certificate to the policy evidencing same. C. Constructing Party shall at all times carry, on all operations hereunder, bodily injury, including death, and property damage liability insurance, including automotive operations, bodily injury and property damage coverage; and builders' all risk insurance. All insurance coverage shall be in amounts specified by Non -Constructing Party in the Insurance Requirements and shall be evidenced by the issuance of a certificate in a form prescribed by the Non -Constricting Party and shall be underwritten by insurance companies satisfactory to Non - Constructing Party for all operations, subcontract work, contractual obligations, product or completed operations, all owned vehicles and non -owned vehicles. Said insurance coverage obtained by the Constructing Party, excepting workers' compensation coverage, shall name the Non -Constructing Party, its Directors, Officers, Agents, Employees, Engineers, and Consultants for this Agreement, and all public agencies from whom permits will be obtained and their Directors, Officers, Agents and Employees, as detennined by the Non -Constructing Party, as additional insureds on said policies. D. Before Constructing Party performs any work at, or prepares or delivers materials to, the site of construction, Constructing Party shall furnish certificates of insurance evidencing the foregoing insurance coverages and such certificates shall provide the name and policy number of each carrier and policy and that the insurance is in force and will not be canceled without thirty (30) days written notice to Non -Constructing Party. Constructing Party shall maintain all of the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by Non -Constricting Party. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of Non -Constructing Party by Constructing Party under Section 2.12 of this Agreement. Notwithstanding nor diminishing the obligations of Constructing Party with respect to the foregoing, Constructing Party shall subscribe for and maintain in full force and effect during the life of this Agreement, the following insurance in amounts not less than the amounts specified and issued by a company admitted in California and having an A.M. Best's Guide Rating of "A-" Class VII or better: However, Non -Constructing Party will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation subject to Non -Constructing Party's option to require a change in insurer in the event the State Fund financial rating is decreased below "B." 5764-44062\RJ D403\AGR WF948167.1 1 2/12/1 3 Workers' Compensation In Accordance with the Workers' Compensation Act of the State of California - Minimum of $1,000,000. Public Liability, in the form of either $2,000,000 Combined Single Limit, per Comprehensive General Liability or occurrence for bodily injury, death, and Commercial General Liability written on a per- property damage; OR occurrence basis $2,000,000 per occurrence, with $2,000,000 aggregate for bodily injury, death, and property damage; OR $3,000,000 aggregate, separate for this project for bodiiy injury, death and property damage. Automobile Liability, including non -owned $1,000,000 combined single limit per and hired vehicles occurrence. The Constructing Party or its contractor ("Contractor") shall also obtain at its sole cost and expense and maintain in effect from the inception of the Agreement until the filing of a Notice of Completion and with an extended reporting period of not less than five (5) years after the filing of a Notice of Completion, Pollution Legal Liability insurance which provides financial protection and assurance for the benefit of the City and SOCCCD, for all claims, losses, expenses and costs related to or arising from pollution conditions, including those related to asbestos containing materials, lead based paint, PCBs and petroleum products and their derivatives that are created, released or conveyed through the Constructing Party's or its Contractor's or the Contractor's agents' activities and performance under this Agreement including negligence or failure to perform the project ("Environmental Pollution Insurance"). Contractor shall provide both Parties with a Certificate of Insurance form which evidences the required Environmental Pollution Insurance. This certificate shall be submitted with the Agreement documents and shall cover risks associated with personal injury, property damage, defense costs and remediation costs, in an aggregate amount of not less than $2 ,000,000.00 and with a self-insured retention amount not in excess of $100,000 per claim. Such insurance contract shall name the City, the Tustin Public Financing Authority, SOCCCD and the Department of the Navy (only for those portions of the project within a LIFOC Area) as additional insureds, without any limitations on coverage different from those provided for the Contractor. Such policy shall provide that the carrier waives any right of subrogation against the City, the Tustin Public Financing Agency and SOCCCD. Such policy shall not be a cancelable by the Constructing Party or its Contractor without the prior written consent of the Non - Constructing Party, and shall have the premium paid at inception and 100% earned at that time. The Constructing Party or its Contractor shall provide evidence of its ability to satisfy multiple self-insured retention amounts (multiple SIRs would be the SIR for each claim so if there were 5 claims, the Contractor would have to satisfy the $100,000 SIR 5 times). The Non -Constructing Party or its representatives shall at all times have the right to inspect and receive the original or a certified copy of all said policies of insurance, including certificates. The Constructing Party shall pay the premiums on the insurance hereinabove required. 1 5764-44062\RJD403\A('jl tM 1948167.11 2/12, 1, All or a portion of the insurance requirements provided herein may be satisfied through self- insured retentions maintained in the usual and customary practice of the Constructing Party. Notwithstanding the foregoing, City agrees that the "wrap up" insurance prograin previously approved by City in August 2009 shall be deemed to meet the requirements of this Exhibit D in the event that SOCCCD is the Constructing Party, provided that updated and current insurance certificates and required endorsements are submitted to the City in the same form as previously approved. However, to the extent that any subcontractors constructing the improvements pursuant to this Agreement are not covered by an additional named insured endorsement approved by the City, said subcontractor shall be required to meet the minimum insurance requirements noted herein. 3 5764-44062\RJD403\AGR M'11948167.1 1 2\1'_i 1.' Exhibit E McCord Right of Way Blackbird Road Driveway I- 0 5764-44062\R.ID403\AGR Mp 1948167,11 2/12/1 74 CO 0 z z m 0 M > M _0 > Q) > -n M I- 0 5764-44062\R.ID403\AGR Mp 1948167,11 2/12/1 Bell Agreement 5764-44062\Al)f3360\AGRM'I-\] 136768.5 4/10%1 3 INFRASTRUCTURE CONSTRUCTION AND PAYMENT AGREEMENT (BELL AVENUE) THIS INFRASTRUCTURE CONSTRUCTION AND PAYMENT AGREEMENT (BELL AVENUE) (this "Agreement"), dated for identification purposes this day of 2013, is entered into by and between the CITY OF TUSTIN ("City"), a California municipal corporation and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT ("SOCCCD"), a California public agency. City and SOCCCD may also be individually referred to in this Agreement as a "Party" and collectively as the "Parties." RECITALS A. In May 2002, the United States of America, acting through the Department of the Navy (the "Navy"), approved an economic development conveyance of the former Marine Corps Air Station, Tustin ("MCAS Tustin") to City. On May 13, 2002, a portion of MCAS Tustin (the "City Fee Property") was conveyed by federal deed to City. In addition, a portion of MCAS Tustin (the "City Leased Property") was leased by the Navy to City pursuant to that certain Lease in Furtherance of Conveyance between the United States of America and the City of Tustin for Portions of the Former Marine Corps Air Station Tustin dated May 13, 2002 (the "LIFOC"). B. On or about April 22, 2004, City and SOCCCD entered into that certain Agreement between City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus (the "Conveyance Agreement"), pursuant to which City agreed to convey a portion of City Property comprising approximately 68.37 acres to SOCCCD on the terms and conditions set forth therein. Pursuant to the Conveyance Agreement. (1) City conveyed to SOCCCD fee title to approximately 37.66 acres of City Fee Property (the "SOCCCD Fee Property") and (2) City subleased to SOCCCD approximately 30.71 acres of City Leased Property (the "LIFOC Area"), pursuant to that certain Sublease between City of Tustin and the South Orange County Community College District for a Portion of MCAS Tustin dated April 29, 2004. The SOCCCD Fee Property and LIFOC Area are collectively referred to herein as the "Current SOCCCD Property." C. Concurrently with the execution hereof, City and SOCCCD are entering into the following agreements, among others: (1) An agreement for the exchange of real property (the "City Exchange Agreement"), pursuant to which SOCCCD has agreed (among other things) to convey to City by quitclaim deed certain portions of the Current SOCCCD Property, and City has agreed (among other things) to concurrently convey to SOCCCD by quitclaim deed certain other portions of MCAS Tustin. For the purposes of this Agreement, the "Exchange Close of Escrow" shall refer to the "Close of Escrow," as defined in the City Exchange Agreement. (2) An amendment and restatement of the Conveyance Agreement and 5764-44062\A P B360\ I 1 10063.10 3/29 13 constituting a Development Agreement pursuant to California Government Code Sections 65864, et seq. (the "Development Agreement"), which Development Agreement will be recorded in the Official Records of Orange County, California immediately following the execution thereof. The Development Agreement will become effective, in accordance with its terms, upon the Exchange Close of Escrow. Prior to the Exchange Close of Escrow, the Conveyance Agreement remains in effect. D. Pursuant to the terms and conditions of the City Exchange Agreement, City and SOCCCD have agreed to extend Bell Avenue from its current eastern terminus at Red Hill Avenue across the Current SOCCCD Property to Armstrong Avenue, as shown on the site map attached hereto as Exhibit A (the "Bell Avenue Extension"). The City Exchange Agreement provides for the dedication of land by SOCCCD for the construction of Bell Avenue (the "Bell Avenue ROW"). As shown on the site map attached as Exhibit A, the Bell Avenue ROW is ninety-two feet (92') in width with two (2) lanes of traffic in each direction, with a one hundred four foot (104') flair at the intersection with Red Hill Avenue. The Bell Avenue ROW is more particularly described in Exhibit B attached hereto. E. Certain former military buildings and related structures were and are located within the Bell Avenue ROW. For the purposes of this Agreement, the "ROW Improvements" shall include any former military buildings and related structures or other improvements, all or a portion of which were or are located within the Bell Avenue ROW, together with any abandoned pipelines or utility lines located within the Bell Avenue ROW. Prior to the date of this Agreement, SOCCCD demolished certain ROW Improvements that were located within the Bell Avenue ROW above or at grade (the "Demolished SOCCCD ROW Improvements"). The ROW Improvements other than the Demolished SOCCCD ROW Improvements, have not been demolished and are hereinafter called the "Standing ROW Improvements." The cost incurred by SOCCCD in connection with the demolition and removal of the Demolished SOCCCD ROW Improvements is in the amount of Dollars ($ ) (the "SOCCCD ROW Demolition Costs"). [Note: SOCCCD will provide this number to City shortly, along with the backup materials.] Prior to the execution hereof, SOCCCD provided to City copies of paid invoices and other backup materials documenting the SOCCCD ROW Demolition Costs, and City reviewed and approved the same. F. Pursuant to Sections 81130-81149, inclusive of the California Education Code (the "Field Act"). improvements which are built on property owned by SOCCCD or streets that bisect an SOCCCD campus may be subject to the authority of the California Division of the State Architect ("DSA"). G. This Agreement is entered into by City and SOCCCD in order to establish certain obligations of the Parties for the design and construction of the Bell Avenue Extension, pursuant to the Specific Plan, the City Exchange Agreement and the Development Agreement. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, and of the covenants, promises and undertakings set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and SOCCCD agree as follows: 2 5764-44062\APB360\ I 1 14063.10 3/20%1 3 1. Definitions. Terms used in this Agreement and not otherwise defined shall have the meanings set forth in the Specific Plan, the Conveyance Agreement or the Development Agreement, as applicable. Unless the context otherwise requires, the following terms utilized in this Agreement shall have the meanings herein specified: "Bell Avenue" shall mean the road, sidewalk, lighting, signalization, landscaping and other improvements (including without limitation the SOCCCD Required Improvements) to be constructed by City within the Bell Avenue ROW pursuant to Section 3 below. "Bell Avenue Conceptual Plan" shall have the meaning as set forth in Section 4.3. "Bell Avenue Construction Plans" shall have the meaning as set forth in Section 4.5. "Bell Avenue Design Development Plans" shall have the meaning as set forth in Section 4.4. "Bell Avenue Extension" shall have the meaning as set forth in Recital D. "Bell Avenue Final Plans" shall have the meaning as set forth in Section 4.6. "Bell Avenue Intersection" shall mean an intersection of Bell Avenue at the approximate midpoint between Red Hill Avenue and Armstrong Avenue, which shall provide access to Bell Avenue to and from the SOCCCD Property. The precise location of the Bell Avenue Intersection will be designated by SOCCCD on the SOCCCD Required Improvements Plan. "Bell Avenue ROW" shall have the meaning as set forth in Recital D. "Bell Avenue Street Standards" shall have the meaning as set forth in Section 4.1. "City Exchange Agreement" shall have the meaning as set forth in Recital C. "Construction Commencement Deadline" shall have the meaning as set forth in Section 4.2. "Construction Completion Deadline" shall have the meaning as set forth in Section 4.12. "Demo Statement" shall have the meaning as set forth in Section 3. "Demolished SOCCCD ROW Improvements" shall have the meaning as set forth in Recital E. "DSA" shall have the meaning as set forth in Recital F. "Effective Date" shall have the meaning as set forth in Section 2. "Exchange Close of Escrow" shall have the meaning as set forth in Recital C. 3 5764-44062\AFB360\ 11 10063.10 29%1 "Final Budget Change" shall have the meaning as set forth in Section 4.7.4. "Final Budget Change Allowance" shall have the meaning as set forth in Section 4.7.3. "Liabilities" shall have the meaning as set forth in Section 4.16. "LIFOC Area" shall have the meaning as set forth in Recital B. "Notice to Demolish" shall have the meaning as set forth in Section 3. "Operating Budget" shall have the meaning as set forth in Section 4.7.3. "Payment Request" shall have the meaning as set forth in Section 4.14. "Preliminary Budget" shall have the meaning as set forth in Section 4.7.1. "Preliminary Budget Change" shall have the meaning as set forth in Section 4.7.2. "Project Initiation Notice" shall mean a written notice as by City to SOCCCD that City is initiating design work with its civil engineering firm for the construction of Bell Avenue. "ROW Improvements" shall have the meaning as set forth in Recital E. "Shared Costs" shall mean the following costs of City or SOCCCD with respect to Bell Avenue (other than the SOCCCD Required Costs and the Signalization Costs) as identified in this Agreement: (a) the SOCCCD ROW Demolition Costs; (b) the Standing ROW Demolition Costs; (c) the construction costs for Bell Avenue; (d) City's actual, reasonable cost of professional services directly related to construction of Bell Avenue. including engineering legal, accounting, and similar professional services related to design and preparation of the Bell Avenue Conceptual Plan, the Bell Avenue Design Development Plans, the Bell Avenue Construction Plans, the Bell Avenue Final Plans, and costs of environmental evaluations required specifically for such improvements, which costs in total shall not exceed ten percent (10%) of the construction costs for such improvements; (e) City's actual, reasonable cost of construction management services, which costs in total shall not exceed (i) three percent (3%) of the construction costs for Bell Avenue if construction management services are provided by City utilizing its own employees or individuals acting as consultants to City, or (ii) five percent (5%) of the construction costs of Bell Avenue if construction management services are provided by City through an arm's-length retention of a construction management firm; (t) City's actual, reasonable cost of contract services, which costs in total shall not exceed five percent (5%) of the costs of construction of Bell Avenue, including (i) construction service fees in an amount equal to the amount of fees actually paid by City to governmental agencies in order to obtain permits, licenses or other necessary governmental approvals and review of Bell Avenue, (ii) inspection, construction staking, and materials testing and (iii) the premium costs for payment bonds, performance bonds or maintenance bonds and insurance for Bell Avenue; and (g) no item of cost relating to Bell Avenue shall be included in more than one category of cost specified in clauses (a) through (f) of this definition, and each item of cost shall include only amounts actually paid by City to third parties and shall not include overhead, in-kind or other internal expenses of City. 4 5764-44062\A P 13360\ I 1 10063.10 3%29%13 "Shmalization Costs" shall mean all planning, engineering and construction costs for any required signalization at the intersection of Red hill Avenue and Bell Avenue or at the intersection of Armstrong Avenue and Bell Avenue. "SOCCCD Property" shall mean the real property owned or subleased by SOCCCD that is subject to the Development Agreement from and after the Effective Date. "SOCCCD Required Costs" shall mean shall mean the following costs of City with respect to the SOCCCD Required Improvements: (a) the construction costs for the SOCCCD Required Improvements; (b) City's actual, reasonable cost of professional services directly related to construction of the SOCCCD Required Improvements, including engineering, legal, accounting, and similar professional services related to design and preparation of the SOCCCD Required Improvements and costs of environmental evaluations required specifically for such improvements, which costs in total shall not exceed ten percent (10%) of the construction costs for such improvements; (c) City's actual, reasonable cost of construction management services, which costs in total shall not exceed (i) three percent (3%) of the construction costs for the SOCCCD Required Improvements if construction management services are provided by City utilizing its own employees or individuals acting as consultants to City, or (ii) five percent (5%) of the construction costs of the SOCCCD Required Improvements if construction management services are provided by City through an arm's-length retention of a construction management firm, (d) City's actual, reasonable cost of contract services, which costs in total shall not exceed five percent (5%) of the costs of construction of the SOCCCD Required Improvements, including (i) construction service fees in an amount equal to the amount of fees actually paid by City to governmental agencies in order to obtain permits, licenses or other necessary governmental approvals and review of the SOCCCD Required Improvements, (ii) inspection construction staking, and materials testing and (iii) the premium costs for payment bonds, performance bonds or maintenance bonds and insurance for the SOCCCD Required Improvements; and (c) no item of cost relating to the SOCCCD Required Improvements shall be included in more than one category of cost specified in clauses (a) through (e) of this definition, and each item of cost shall include only amounts actually paid by City to third parties and shall not include overhead, in-kind or other internal expenses of City. "SOCCCD Required Improvements" shall mean all of the following, as designated in the SOCCCD Required Improvements Plan: (a) the Bell Avenue Intersection, including without limitation the installation of a traffic signal at the Bell Avenue Intersection if required by the City Engineer; (b) all curb cuts required by SOCCCD in its reasonable discretion in order to provide access to Bell Avenue to and from the SOCCCD Property; (c) all storm drain improvements installed in the Bell Avenue ROW, to the extent required in order to provide drainage for current or future development on the SOCCCD Property; and (d) all utility improvements installed in the Bell Avenue ROW, to the extent that such utility improvements are required in order to provide sewer, water, electric, gas or telecommunications service to the SOCCCD Property. "SOCCCD Required Improvements Deadline" shall have the meaning as set forth in Section 4.3. "SOCCCD Required Improvements Plan" shall have the meaning as set forth in Section 4.3. 5 5764-44062\AM3360\ I 1 10063.10 32913 "SOCCCD ROW Demolition Costs" shall have the meaning as set forth in Recital E. "Standing ROW Demolition Costs" shall mean the costs of demolition of the Standing ROW Improvements whether fully or partially located within the Bell Avenue ROW, including engineering and permitting costs and the cost of removal and haulage of all above or at -ground structures and hardscape and the removal or severance of all abandoned pipelines or utility lines within the Bell Avenue ROW. "Standing ROW Improvements" shall have the meaning as set forth in Recital E above. 2. Effective Date. This Agreement shall become effective upon the date (the "Effective Date") on which the Exchange Close of Escrow occurs. In the event that the City Exchange Agreement is terminated for any reason, or in the event that the Effective Date shall not have occurred on or before June 30, 2013, then this Agreement shall terminate and be of no further force or effect. 3. Demolition of Standing ROW Improvements. SOCCCD shall have the right to elect to demolish the Standing ROW Improvements at any time from and after the Effective Date and prior to Project Initiation Notice. If SOCCCD desires to exercise its right to elect to demolish the Standing ROW Improvements, it shall do so by giving written notice of such exercise ("Notice to Demolish") to City at any time before Project Initiation Notice. If SOCCCD gives the Notice to Demolish, then it shall commence such demolition work within sixty (60) days after the giving of such notice and shall thereafter diligently pursue such demolition work to completion. In the event that SOCCCD demolishes the Standing ROW Improvements, then the Standing ROW Demolition Costs shall be included in the Shared Costs. At such time as SOCCCD shall have completed the demolition of the Standing ROW hnprovements, SOCCCD shall deliver a statement (the "Demo Statement") to City. The Demo Statement shall set forth an itemized account of all Standing ROW Demolition Costs. SOCCCD shall provide to City, together with the Demo Statement, such written evidence as City shall reasonably require (including but not limited to interim and final waivers of lien and sworn statements) that all persons, firms, and corporations supplying work, labor, materials, supplies and equipment for the demolition of the Standing ROW Improvements have been paid, and that no claims on behalf of any such person, firm or corporation remain. If SOCCCD does not elect to demolish the Standing ROW Improvements, the City shall do so in connection with the other work required to complete the Bell Avenue Extension. 4. Design and Improvement of Bell Avenue. 4.1 Standards for Design and Construction of Bell Avenue. Bell Avenue shall be designed and constructed by City within the Bell Avenue ROW in accordance with, at a minimum, the then -applicable City street standards for public streets and in accordance with the cross-section attached hereto as Exhibit C (the "Bell Avenue Street Standards"), subject to review and approval of plans by the DSA and SOCCCD as set forth in Sections 4.4, 4.5 and 4.6 below. 4.2 Construction by City. City shall deliver the Project Initiation Notice to SOCCCD upon the commencement of the design work for the construction of Bell Avenue. M 5764-44062\APB360\1 1 10063A0 0 Construction of Bell Avenue shall be undertaken by City within ninety (90) days after receiving final approval of the Bell Avenue Construction Plans from the DSA pursuant to Section 4.6 below (the "Construction Commencement Deadline") 4.3 Designation of SOCCCD Required Improvements. Not later than ninety (90) days after delivery of the Project Initiation Notice, City shall provide SOCCCD with a conceptual plan prepared by a duly -licensed civil engineer for the improvement of Bell Avenue (the `Bell Avenue Conceptual Plan"), at City's initial cost and expense (subject to Section 4.14 below). On or before the SOCCCD Required Improvements Deadline (as defined below), SOCCCD shall provide City with a conceptual overlay plan to the Bell Avenue Conceptual Plan prepared by a duly -licensed civil engineer for the SOCCCD Required Improvements, including without limitation the precise location of the Bell Avenue Intersection (the "SOCCCD Required Improvements Plan"). The Bell Avenue Intersection shall be designed in accordance with, at a minimum, the then -applicable City street standards for public streets. SOCCCD shall provide the SOCCCD Required Improvements Plan to City on or before that date (the "SOCCCD Required Improvements Deadline") that is ninety (90) days after the date that City delivers the Bell Avenue Conceptual Plan to SOCCCD. City shall have thirty (30) days after its receipt of the SOCCCD Required Improvements Plan to approve or disapprove the same in its reasonable discretion; provided however, that City's right to approve or disapprove the SOCCCD Required Improvements Plan shall be limited to a determination that the same conforms to the Bell Avenue Street Standards. In the event that City disapproves the SOCCCD Required Improvements Plan, SOCCCD shall revise the same based on the comments of City, and shall resubmit the SOCCCD Required Improvements Plan to City. Upon resubmittal of the revised SOCCCD Required Improvements Plan, City shall have a period of twenty (20) days to approve or disapprove the same in its reasonable discretion; provided however, that City's right to approve or disapprove the SOCCCD Required Improvements Plan shall be limited to a determination that the same conforms to the Bell Avenue Street Standards. If City disapproves the revised SOCCCD Required Improvements Plan, then the Parties shall meet in good faith to resolve the remaining issues. Failure of City to give notice of approval or disapproval of the SOCCCD Required Improvements Plan within the applicable time period set forth above shall be deemed approval. The cost incurred by SOCCCD in the preparation and revision of the SOCCCD Required Improvements Plan shall be borne solely by SOCCCD. 4.4 Bell Avenue Design Development Plans and DSA Review. Following approval or deemed approval of the SOCCCD Required Improvements Plan by City, City shall cause design development plans (the "Bell Avenue Design Development Plans") to be prepared incorporating the SOCCCD Required Improvements within the Bell Avenue Conceptual Plan. SOCCCD shall then submit the Bell Avenue Design Development Plans to the DSA for its preliminary review, in order to expedite DSA's final review and approval of the Bell Avenue Construction Plans pursuant to Section 4.6 below. If the DSA requires changes in the Bell Avenue Design Development Plans, then City shall cause its civil engineer to revise the Bell Avenue Design Development Plans so as to address the DSA's changes. 4.5 Bell Avenue Construction Plans. Following preliminary review of the Bell Avenue Design Development Plans by the DSA, City shall employ qualified engineers, at its initial cost and expense (subject to the provisions of Section 4.14), to prepare all plans, specifications, and drawings necessary and required for the construction of Bell Avenue, in 7 5764-44062\APB36011 1 1 0063.10 '/`9/13 conformance with the Bell Avenue Design Development Plans (collectively, the `Bell Avenue Construction Plans"). The Bell Avenue Construction Plans shall conform to all applicable federal, state, and local governmental laws, ordinances, rules, and regulations, including the Field Act and the DSA's rules and regulations ("Governmental Requirements"), and at a minimum, to the Bell Avenue Street Standards. City shall submit the Bell Avenue Construction Plans to SOCCCD, and SOCCCD shall have thirty (30) days to approve or disapprove the same in its reasonable discretion. In the event that SOCCCD disapproves the Bell Avenue Construction Plans, City shall revise the Bell Avenue Construction Plans based on the comments of SOCCCD, and shall resubmit the Bell Avenue Constriction Plans to SOCCCD. Upon resubmittal of the revised Bell Avenue Construction Plans, SOCCCD shall have a period of twenty (20) days to approve or disapprove the same in its reasonable discretion. If SOCCCD disapproves the revised Bell Avenue Construction Plans, then the Parties shall meet in good faith to resolve the remaining issues. Failure of SOCCCD to give notice of approval or disapproval of the Bell Avenue Construction Plans within the applicable time period set forth above shall be deemed approval. City shall pay all permit fees, inspection fees, connection fees., and other fees customarily charged by applicable governmental authorities, as may now exist or as may be charged in the future, arising out of or related to the planning, engineering or construction of Bell Avenue, subject to provisions for reimbursement set forth in Section 4.14. 4.6 DSA Review. Following approval or deemed approval of the Bell Avenue Construction Plans by SOCCCD, SOCCCD shall submit the Bell Avenue Construction Plans to the DSA for review and approval for compliance with Governmental Requirements, in accordance with the DSA's rules and regulations. If DSA requires changes in the Bell Avenue Construction Plans, then the City shall cause its civil engineer to revise the Bell Avenue Construction Plans so as to obtain the approval of the DSA. SOCCCD shall then submit the revised Bell Avenue Construction Plans to the DSA for its final approval. Upon the final approval of the Bell Avenue Construction Plans by the DSA, such plans shall be referred to herein as the `Bell Avenue Final Plans." 4.7 Budget. 4.7.1 Following the approval or deemed approval by City of the SOCCCD Required Improvements Plan pursuant to Section 4.3 above, City shall prepare a preliminary budget for the construction of Bell Avenue, in accordance with the Bell Avenue Conceptual Plan and the SOCCCD Required Improvements Plan (the "Preliminary Budget"). City shall submit the Preliminary Budget to SOCCCD, and SOCCCD (acting through its staff) shall have thirty (30) days to approve or disapprove the same in its reasonable discretion. In the event that SOCCCD's staff disapproves the Preliminary Budget, City shall revise the Preliminary Budget based on the comments of SOCCCD, and shall resubmit the Preliminary Budget to SOCCCD. Upon resubmittal of the revised Preliminary Budget, SOCCCD's staff shall have a period of twenty (20) days to approve or disapprove the same in its reasonable discretion. If SOCCCD disapproves the revised Preliminary Budget, then the Parties shall meet in good faith to resolve the remaining issues. Failure of SOCCCD to give notice of approval or disapproval of the Preliminary Budget within the applicable time period set forth above shall be deemed approval. I 5764-44062\APB360\I 1 10063.10 3/29/13 4.7.2 If City becomes aware of the need for a change to the Bell Avenue Preliminary Budget (a "Preliminary Budget Change"), it shall immediately notify SOCCCD of the samc and the reason for such Preliminary Budget Change. SOCCCD shall have the right to approve or disapprove such Preliminary Budget Change in its reasonable discretion. The Parties shall meet as frequently as necessary in order to agree on the Preliminary Budget Change, so that the design of Bell Avenue can continue without interruption. 4.7.3 Following the final approval of the Bell Avenue Construction Plans by the DSA pursuant to Section 4.6 above, City shall prepare a final operating line item budget for the construction of Bell Avenue in accordance with the Bell Avenue Final Plans and the Preliminary Budget (the "Operating Budget"). The Operating Budget shall include a budget change allowance of ten percent (10%) for a Final Budget Change pursuant to Section 4.7.4 below (the "Final Budget Change Allowance"), Each Party shall be responsible for obtaining any applicable approvals of the Bell Avenue Operating Budget from its governing body. No construction of Bell Avenue shall commence until any applicable approvals of the Operating Budget shall have been obtained from the governing bodies of the Parties. 4.7.4 If City becomes aware of the need for a change to the Operating Budget (a "Final Budget Change"), it shall immediately notify SOCCCD of the same and the reason for such Final Budget Change. SOCCCD shall have the right to approve or disapprove such Final Budget Change in its reasonable discretion. The Parties shall meet as frequently as necessary in order to agree on the Final Budget Change, so that the construction of Bell Avenue can continue without interruption. Without limiting the generality of the foregoing, City shall use the Final Budget Change Allowance if necessary so that construction of Bell Avenue can continue without interruption while any necessary approvals of the Final Budget Change arc obtained by the Parties from their respective governing bodies. 4.8 Construction. At such time as City is required to commence construction of Bell Avenue hereunder, City shall employ a licensed contractor or contractors to construct and complete Bell Avenue at the sole cost and expense of City (subject to the provisions of Section 4.14 below). The Bell Avenue construction project shall be let in accordance with California Public Contract and Labor Codes and in accordance with the applicable laws, rules, and regulations of all governmental authorities having jurisdiction over Bell Avenue. City shall require in its bid package for the Bell Avenue constriction project that all bids include separate line items and unit costs for the SOCCCD Required Improvements. City shall provide SOCCCD with copies of the accepted bid and construction contract promptly upon the execution thereof. Bell Avenue shall be installed in strict compliance with the City and DSA approved Bell Avenue Final Plans and this Agreement. All requirements of the applicable storm water pollution protection plans for the Bell Avenue ROW shall be implemented and maintained by City. In addition, City shall install and maintain construction fencing separating the construction area from non-construction activities. 4.9 License. During the construction of Bell Avenue, upon written request of City, SOCCCD shall grant to City's contractor(s) a revocable license to use such portions of the SOCCCD Property, in addition to the Bell Avenue ROW, as City may reasonably require for the construction of Bell Avenue or for the staging of construction equipment and materials. The location of the license area shall be subject to the mutual agreement of the Parties. City shall not M 57/64-44062\APB360\ 1 1 10063.10 3/29/ 1', interfere with any construction activities of SOCCCD on the SOCCCD Property. If City's contractor(s) disturb any portion of the SOCCCD Property outside the Bell Avenue ROW, then City shall cause such portion of the SOCCCD Property to be restored to its condition prior to the commencement of construction. 4.10 Insurance. City and/or its selected contractor shall obtain and continue in effect or cause to be obtained and continued in effect at all times when conducting activities related to the construction of Bell Avenue insurance conforming with the requirements of Exhibit D attached hereto. City's obligations to continue in effect (or cause to continue in effect) insurance pursuant to this Section 4.10 shall survive the termination of this Agreement for any reason. 4.11 Notice of Comnletion; Project Close -Out. Upon satisfactory completion; of Bell Avenue in accordance with the Bell Avenue Final Plans, City shall file promptly with the County Recorder of the County of Orange a Notice of Completion pursuant to the provisions of California Civil Code Section 9204. City shall furnish to SOCCCD a duplicate copy of such Notice of Completion showing thereon the date of filing with the County Recorder. City shall be responsible for obtaining project close-out from the DSA, the Regional Water Quality Control Board and all other applicable governmental authorities. SOCCCD shall act as liaison in obtaining project close-out from the DSA, and shall assist in the selection of the required DSA certified inspector. SOCCCD shall provide City with the necessary supplementary condition language to the construction documents for the Bell Avenue Extension in order to meet DSA inspection and certification requirements. In no event shall the Bell Avenue Extension be opened for use until project close-out from the DSA has been obtained by City. 4.12 Time for Completion of Construction. Upon the commencement of construction by City, such construction shall be completed by the date (the "Construction Completion Deadline") which is twelve (12) months after the earlier of (a) the actual date on which construction commences or (b) the Construction Commencement Deadline; provided however, that Construction Completion Deadline shall occur on or before the third anniversary of the Effective Date. In the event that City is prevented from commencing or completing construction because of an event of Force Majeure (as defined below), then the time for City's performance shall be extended for the period of time equal to the duration of such event of Force Majeure which prevented City from commencing or completing construction, provided that City notifies SOCCCD in writing within thirty (30) days from the date upon which City became aware of such event of Force Majeure. "Force Majeure" shall mean any of the following events, to the extent that such events are beyond the control of City, its consultants and/or contractors and not due to an act or omission of City, its consultants, and/or contractors: acts of God, war, unusually severe weather, casualty (fire, earthquake or other casualty, in each case only if causing material physical destruction or damage to the Bell Avenue ROW), civil unrest (an epidemic, blockade, quarantine, rebellion, insurrection, act of terrorism, strike or lock -out, riot, act of sabotage, civil commotion, freight embargo, or lack of transportation), delays in obtaining required approvals from any governmental authorities, injunctions or litigation (a lawsuit that restrains, enjoins, challenges, or delays construction of Bell Avenue which directly impairs the ability of City to perform), delays caused by the insolvency by City's contractor(s) or delays caused by the surety company that issued payment or performance bonds for the construction of Bell Avenue. ce 5764-44062\A P13360\ I 1 10063.10 3/29%13 4.13 Right to Cure. If City fails to construct or complete the construction of Bell Avenue on or before the date set forth herein, then SOCCCD may demand, by giving written notice to City, that City cure its breach. The written demand must identify the obligation that is breached and the steps that SOCCCD believes are required to cure the breach. If City tails to commence to cure the breach within thirty (30) days of receipt of the written notice and proceed diligently to completely cure the breach, then SOCCCD may cure the breach with contractors designated by SOCCCD, subject to the requirements of the surety company that issued payment or performance bonds for the construction of Bell Avenue. In such event, SOCCCD shall be entitled to reimbursement for the costs it incurs in accordance with Section 4.14 below. 4.14 Reimbursement for Costs of Constructing Bell Avenue. SOCCCD shall reimburse City for fifty percent (50%) of the Shared Costs and one hundred percent (100%) of the SOCCCD Required Costs incurred by City in the design and construction of Bell Avenue, to the extent that such Shared Costs and SOCCCD Required Costs are incurred in accordance with the Operating Budget approved or deemed approved by SOCCCD pursuant to Section 4.7 above; subject to a credit for the SOCCCD ROW Demolition Costs and, if applicable, the Standing ROW Demolition Costs. City shall bear one hundred percent (100%) of all Signalization Costs. City shall provide SOCCCD with copies of each draw request by the contractor within three (3) days of City's approval thereof. At such time as City shall have filed a Notice of Completion of Bell Avenue, City shall deliver a payment request (the "Payment Request") to SOCCCD. The Payment Request shall set forth an itemized account of all Shared Costs and SOCCCD Required Costs incurred in connection with the design and construction of Bell Avenue, as identified in the accepted City bid documents and approved draw requests. City shall provide to SOCCCD, together with the Payment Request, such written evidence as SOCCCD shall reasonably require (including but not limited to interim and final waivers of lien and sworn statements) that all persons, firms, and corporations supplying work, labor, materials, supplies and equipment for the design and construction of Bell Avenue have been paid, and that no claims on behalf of any such person, firm or corporation remain. SOCCCD shall remit to City within thirty (30) days after receipt of the Payment Request an amount equal to fifty percent (50%) of the Shared Costs and one hundred percent (100%) of the SOCCCD Required Costs; provided however, that SOCCCD shall receive a credit against the amount due for the SOCCCD ROW Demolition Costs and, if applicable, the Standing ROW Demolition Costs. Upon payment by SOCCCD of the amount shown in the Payment Request, SOCCCD shall have no further obligation to reimburse City for any Shared Costs or SOCCCD Required Costs, subject to SOCCCD's audit right set forth in Section 4.15 below. 4.15 Audit. SOCCCD shall have the right within thirty (30) days after receipt of the Payment Request to require an audit of the books and records of City which pertain to the Shared Costs and SOCCCD Required Costs shown in the Payment Request. Such audit shall be conducted by a public accounting firm mutually agreed by the Parties. Such audit shall be conducted at City's office during normal business hours and after ten (10) days' prior written notice. SOCCCD shall pay to City an amount equal to fifty percent (50%) of the Shared Costs and one hundred percent (100%) of the SOCCCD Required Costs as calculated by the auditor within thirty (30) days after the auditor submits the results of the audit; provided however, that SOCCCD shall receive a credit against the amount due for the SOCCCD ROW Demolition Costs. If the auditor determines that the Shared Costs or SOCCCD Required Costs were it 576444062\A P (3360\ 1 110063.10 3%29%1 3 overstated by ten percent (IQ%) or more, then City shall pay the reasonable expenses of the audit. Otherwise, SOCCCD shall pay such expenses. 4.16 Indemnity. City shall protect, indemnify, defend and hold harmless SOCCCD, and its agents, contractors, employees, principals, and officers, and the Federal Government (with respect to any portion of the SOCCCD Property that is LIFOC Area), with counsel reasonably acceptable to SOCCCD, from and against any and all claims, damages, liens, stop notices, liabilities, losses, costs and expenses, including reasonable attorneys' fees and court costs and expenses (all of the foregoing, collectively "Liabilities"), resulting from City's activities under this Agreement including, but not limited to, construction of Bell Avenue, except as to those Liabilities attributable to the gross negligence or willful misconduct of SOCCCD, or its agents, contractors, employees, principals, and officers. City's indemnification obligations set forth herein shall survive the termination of this Agreement for any reason. 5. Miscellaneous. 5.1 Captions; Incorporation by Reference. The captions used herein are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions hereof. Each of the Exhibits attached to this Agreement is hereby incorporated into this document as if set forth in full herein. 5.2 Interpretation;_Goveming Law. This Agreement shall be construed as if prepared by both parties hereto. Any rule of law or legal decision that would require interpretation of any ambiguities in this Agreement against the drafting party shall not be applicable and is hereby waived. This Agreement shall be governed by and construed under the laws of the State of California. 5.3 Attorneys' Fees. In the event of any legal action or other proceeding between the Parties regarding this Agreement (an "Action"), the prevailing party shall be entitled to the payment by the losing party of its reasonable attorneys' fees, expert witness fees, court costs and litigation expenses, as determined by the court. 5.4 Post -Judgment Attorneys' Fees. The prevailing party in any Action shall be entitled, in addition to and separately from the amounts recoverable under Section 5.3 above. to the payment by the losing party of the prevailing party's reasonable attorneys' fees, expert witness fees, court costs and litigation expenses incurred in connection with (a) any appellate review of thejudgment rendered in such Action or of any other ruling in such Action, and (b) any proceeding to enforce a judgment in such Action. It is the intent of the Parties that the provisions of this Section 5.4 be distinct and severable from the other rights of the Parties under this Agreement, shall survive the entry of judgment in any Action and shall not be merged into such judgment. 5.5 Severability. In the event that any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal, null or void, or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by law. [[► 5764-44062\AP 8360\ I 1 10063.10 3/29/1 5.6 Authority. Each of the individuals executing this Agreement verifies that each of them has the authority to enter into this Agreement, that the necessary resolutions or other consents have been passed or obtained, and that this Agreement shall be binding on the Owner for whom each of them is signing. 5.7 Further Actions. The parties shall execute and deliver such further documents and shall take such further actions as may be reasonably necessary to effectuate the terms of this Agreement. 5.8 Counter arts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but when taken together shall constitute one and the same instrument. 13 5764-4406)-\A P (3360`.1 1 10063.10 3/29/13 5.9 Amendment. This Agreement only may be amended by a written instrument executed and acknowledged by both parties. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date set forth opposite their respective signatures below. DATED:-- CITY: CITY OF TUSTIN, a California municipal corporation In Name: Title: APPROVED AS TO LEGAL FORM: By: Name: Title: DATED:- SOCCCD: SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a California public agency In Name: Title: 14 5764-44062\APB-360\ 1 1 10063. 10 3/29 1 , Exhibit A mowl Exhibit A 5764-44062\APB360',l 110061.10 Exhibit B Exhibit B 5764-44062APB360\ 111006',, 10 3:29, 11 S 84'32'48" W 37.44' REM) MOLL L'�WEHUE N 40*37'39" E 146,58' VA 41 CITY OF TUSTIN APN: 430-283-18 DOC. NO. 20020404595 12 41 O LAND EXCHANGE AREA NO. 3 55,547 sq. ft.+ 1.275 acres PARCEL 1-E-2 WA (-n O 41 00 PROPOSED AREA 2 cA :E C4 cn 41 PARCEL 1-E-1 MIN am cl� 41 m to I T.P.0,8. P. v. S 40'37'39" W 197.68' S 03°45'03" E 38.64' PROPOSED AREA 6 — -- — 1 LEGEND — P.O.C. POINT OF COMMENCEMENT T.P.O.B. TRUE POINT OF BEGINNING S 40'39'15-" Wl SOUTHEASTERLY LINE OF 1-E-2.102.03 PROPOSED AREA 4 0 ,AND' SU LOT LINE ADJUSTMENT 03-01 DOC, NO. 2003000418455 SOUTH ORANGE COUNTY DAVIS THRESH COMMUNITY COLLEGE DISTRICT No, 6668 APN: 430-283-16 KASUR12\122006.13 PLATS LAND SWAP 3,DWG 600 SOUTH MAIN STREET SUITE 920 ORANGE, CA 92868 BKF 714-415-0500 EnnEm I SunvErm I P 714-415-0599 (FAX) Of CAL\F PLAT TO ACCOMPANY LEGAL DESCRIPTION Subject SCHEDULE 1 -LAND .-EXCHANGE AREA 3 Job No. 20122006-13 By RL Date 3ZI8 —13 Chkd,WS SHEET 1 OF 1 Parcel name'. AREA 3 North' 2207104.7195 East : 6079826.3405 Line Course' S 03-45-03 E Length: 38.64 North' 2207066,1623 East 6079828.8683 Line Course: S 49-22-21 E Length' 212.29 North: 2206927.9321 East 6079989.9876 Line Course' S 50-48-31 E Length: 356.61 North' 2206702.5856 East 6080266,3745 Line Course: S 40-39-15 W Length: 92.03 North.' 2206632.7666 East 6080206.4177 Line Course: N 50-48-31 W Length'. 355.42 North' 2206857.3610 East 6079930.9532 Line Course: N 49-22-21 W Length: 214.50 North' 2206997.0302 East 6079768.1565 Line Course: S 84-32-48 W Length: 37.44 North'. 2206993,4721 East 6079730.8859 Line Course' N 40-37-39 E Length' 146.58 North' 2207104.7203 East 6079826.3298 Perimeter" 1453.51 Area: 55,546.70 sq. ft. 1.275 acres Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure: 0.0107 Course: N 85-42-48 W Error North. 0.00080 East '. -0.01070 Precision 1' 135,842,06 lizM1 BKF LEGAL DESCRIP'T'ION OF AREA NO. 4 Tustin, CA Portion of APN: 430-283-16 March 18'2()!) BKF No. 20122006-13 Page 1 o' I Real property situated in the City of Tustin, County of Orange, State of California, described as follmvs: Being a portion of PARCEL I -E -LI as said parcel is described in that certain dOCUmcn! entitled -'Q I ' TFCLAIM DIED AND ENVIRONMENTAL RESTRICTION I)URSUTANT TO CIVIL CODE SEC "KION 1471" filed for record on April 29. 2004 in Doc. No. 20041000369376, Records of Orange County, more particularly described as follows; COMMENCING at the most northeasterly corner of PARCEL 1-E-2.1, said parcel is described in that certain LOT LINE ADJUSTMENT NO. LLA 03-01, filed for record on April 15, 2003 in Document No. 2003000418455, Orange County Records; Thence along the southeasterly line of said PARCEL I -E-2.1, South 40'39'15" East, 213.55 feet to the TRUE POINT OF BEGINNING; Thence leaving said southeasterly line, South 50°48'31" East, 645.51 feet to the easterly line of said PARCEL I -E-1.1; Thence along last said line, South 09'21'06" West, 106.06 feet, Thence leaving said easterly line, North 50'48'31" West, 700.63 feet to said southeasterly line of said PARCEL 1-E-2.1: Thence along last said line, North 40"39'15" East, 92.03 feet to the TRUE POINT OF BEGINNING. Containing an area of 61.923 square feet or 1.422 acres more or less. Being a portion of Assessor's parcel Number 430-283-16 1 _- As shown on "Schedule V attached hereto and made a part hereof. For: BKF Engineers By: Davis Thresh. P.L.S. No. 6868 License expires: 09-30-2014 Date: K:\SU112'%122006,13 NTIT Laud Swap 111ats\DWGV1,t A I NTEG A I -S\ [AN D F'X('1 I ANGF 4.doc Page I of I PROPOSED AREA 2 1 1 PROPOSED AREA 6 1-E-2.1 DOC. NO. 2003000418455 — — — -r — —1 — — — — — l -E-1 PROPOSED AREA 3 DOC. No. CITY OF TUSTIN 20020404595 IN 40*39'15" El APN: 430-283 92.03' SOUTHEASTERLY LINE OF 1—E-2.1 LOT LINE ADJUSTMENT 03-01 DOC. NO. 2003000418455 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430-283-16 PARCEL l -E-1.1 DOC. NO. 2004000369376 Z cn O 41 O O LAND EXCHANGE AREA NO. 4 cla) � 61,923 sq. ft.± 1.422 acres ± -- PROPOSED AREA 5 PROPOSED AREA 11A K:\SUR1J122066.13 PLATS\LAND SWAP 4.DWG C/) -�l O� m 0') (2 m S 40'39' 15" W T.P.O.B. LEGEND P.O.C. POINT OF COMMENCEMENT T.P.O.B. TRUE POINT OF BEGINNING LAND DAVIS THRESH 04�cl OF No, 6868 TUSTIN APN: 430- 0CA\FJ' 283-09 PLAT ITO ACCOMPANY LEGAL DESCRIPTION 600 SOUTH MAIN STREET Subject SCHEDULE 1 SUITE 920 LAND EXCHANGE AREA 4 ORANGE, CA 92868 Job No, 2012266-13 BKF 714-415-0500 By RL Date 3/20/13 Chkd.WS EMMMMUISORMONIPLAREM 714-415-0599 (FAX) SHEET ------- 1 OF 1 Parcel name: AREA 4 North'. 2206702.5826 East : 6080266.3767 Line Course: S 50-48-31 E Length' 645.51 North' 2206294.6765 East 6080766.6724 Line Course: S 09-21-06 W Length'. 106.06 North' 2206190.0261 East 6080749,4383 Line Course: N 50-48-31 W Length, 700.63 North' 2206632.7632 East 6080206.4224 Line Course, N 40-39-15 E Length: 92.03 North* 2206702,5823 East 6080266.3792 Perimeter' 1544.23 Area: 61,922.51 sq. ft. 1.422 acres Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure' 0.0025 Course: S 83-19-00 E Error North'. -0.00030 East : 0.00253 Precision 1.* 617,692.00 ren March 28.21 - ) 1, KFNo, 20122006-13 'ID Pare 1 of'2 K F LEGAL DESCRIPTION OF' AREA NO. 5 Tustin, CA Portion of APN: 430-283-09 Real property situated in the City of Tustin, County of Orange, State of California, described as follows Being a portion of'PARCEL IV -J-6 as said parcel is described in that certain document entitled "SHORF FORM NOTICE OF LEASE IN FURTHERANCE OF CONVEYANCE" filed for record on May 14, 2002 in Doc. No. 20020404590, Records of Orange County, more particularly described as follows: COMMENCING at the most westerly comer of PARCEL IV -J-8 said parcel is described in said document, Doc. No. 20020404590; Thence alom-, the southwesterly line of said PARCEL IV -J-8, South 49'21'14" East, 48.72 feet to the beginning of tangent curve concave to the southwest, having a radius of 1446.00 feet - Thence leavim-,, said southwesterly line along said curve, through a central angle of 14°43'19", for an arc length of"371.54 feet; Thence South 77°47'21" East, 36.96 feet to the beginning of a non -tangent curve, having a radius of beginning Z_ 1446.04 feet, to which point a radial line bears North 30")6'50'* West, said point being on the southeasterly line of said PARCEL IV -J-6: Thence along last said line, along said curve, through a central angle of 05'40'55", for an are length of 143.40 feet; Thence leavin,, said southeasterly line, North 09'19'25" East,� 37.52 feet to the beginning of a non -tangent curve concave to the southwest, having a radius of 1354.00 feet, to which point a radial line bears North 55°16')6'' East. Thence northwesterly along said curve, through a central angle of 14'37'50". for an arc length of 345.75 feet: Thence North 49°21'14" West, 47.55 feet: Thence North 50°48'31" West, 39. 17 feet to the westerly line of said PARCEL IV -J-6; Thence along said westerly line, North 09'21'06" East, 106.06 feet; Thence leaving said westerly line, South 50°48'31" East, 93.11 feet to the POINT OF BEGINNING, Page I of 2 Containim, an area of'46,51 5 square feet or 1.068 acres more or less. �n Being a portion of'ASSeSSOT-'S Parcel Number 4')0-283-09 As shown on "Schedule I" attached hereto and made a part hereof. For: BKF EricL- incers By: Davis Thresh, P.L.S. No. 6868 License expires: 09-30-2014 Date: K:,Sur I2 12200(1 1 3 ATIT Land S�k'apPlats'�DW(.i",,_IvIAINL.E(jAL,S\f,AND EXCHALGI'5.doc Page 2 of 2 1 SOUTH ORANGE COUNTY COMMUNITY COLLEGE PROPOSED AREA 4 DISTRICT APN: 430-283-16 N 50*48'31" W 39.17' N 49'21'14" ; 47-55'—' S 40'38'46" W(R) R=1354.00' -A--14'37'50" L=345.75' SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430-283-09 PARCEL IV -J-6 DOC. NO. 20020404590 PROPOSED AREA 11A N 55.16'36" E(R) N 09'19'25" E 37,52' 001, S 50*48'31" E 93.11' S P.O.B. S 77*47'21" E 36.96' 0 S 49*21'14" E 48.72' No, 6868 5C 30�*56'5 W (R) :_ 'CA0F -,S 40'38'46" W(R) 00 LAND EXCHANGE AREA NO. 5 46,515 sq. ft.± 1.068 acres COUNTY OF ORANGE SHERIFFS TRAINING R=1446.00` CENTER d=14°43'19" L=371,54' APN: 430-283-11 2.00, PARCEL IV -J-8 DOC, NO, 20020404590 PROPOSED AREA 11B LEGEND P.O.C. POINT OF COMMENCEMENT S 55-22'05" W (R) T.P.O.B. TRUE POINT OF BEGINNING S 36-37'45" � �(R) R=1446.0 A--5'40'55" mh1v'sr66a L=143.40' K:\SUR12\122006 PLATS\LAND SWAP 5.DWG PLAT TO ACCOMPANY LEGAL DESCRIPTION 600 SOUTH MAIN STREET Subiiect SCHEDULE 1 — SUITE 920 LAND EXCHANGE AREA 5 ORANGE, CA 92868 Job No. 20122006-13 --IBRF 714-415-0500 By RL Date 3/20/13 Chkd.WS ErexralrlPeia 714-415-0599 (FAX) SHEET 1 OF 1 LAND S 77*47'21" E 36.96' DAVIS THRESH No, 6868 5C 30�*56'5 W (R) :_ 'CA0F PLAT TO ACCOMPANY LEGAL DESCRIPTION 600 SOUTH MAIN STREET Subiiect SCHEDULE 1 — SUITE 920 LAND EXCHANGE AREA 5 ORANGE, CA 92868 Job No. 20122006-13 --IBRF 714-415-0500 By RL Date 3/20/13 Chkd.WS ErexralrlPeia 714-415-0599 (FAX) SHEET 1 OF 1 Parcel name" AREA 5 North' 2206235.8364 East : 6080838,8378 Line Course: S 49-21-14 E Length' 48.72 North: 2206204.1010 East : 6080875.8040 Curve Length, 371.54 Radius: 1446.00 Delta: 14-43-19 Tangent: 186.80 Chord: 370.53 Course: S 41-59-35 E Course In S 40-38-46 W Course Out: N 55-22-05 E RP North 2205106,9523 East 6079933.9012 End North 2205928.7179 East 60811216984 Line Course: S 77-47-21 E Length* 36.96 North: 2205920,9005 East 6081159.8222 Curve Length 143.40 Radius: 1446.04 Delta 5-40-55 Tangent: 71.76 Chord 143.34 Course S 56-12-42 W Course In: S 30-56-50 E Course Out N 36-37-45 W RP North: 2204680.7168 East 60819014458 End North: 2205841,1839 East 6081040.6899 Line Course: N 09-19-25 E Length: 37.52 North, 2205878.2082 East 6081046.7685 Curve Length 345.75 Radius' 1354.00 Delta 14-37-50 Tangent 17182 Chord. 344.81 Course N 42-02-19 W Course In: S 55-16-36 W Course Out N 40-38-46 E RP North 2205106.9505 East 6079933.8995 End North. 2206134.2944 East 6080815.8749 Line Course: N 49-21-14 W Length, 47.55 North: 2206165.2677 East 6080779.7964 Line Course: N 50-48-31 W Length: 39.17 North: 2206190.0197 East 6080749.4381 Line Course: N 09-21-06 E Length: 106.06 North, 2206294.6702 East 6080766.6722 Line Course: S 50-48-31 E Length'. 93.11 North' 2206235.8328 East 6080838.8361 Perimeter: 1269.79 Area: 46,515.26 sq. ft. 1.068 acres Mapcheck Closure - (Uses listed courses, radii, and deltas) Error Closure'. 0.0040 Course: S 24-06-21 W Error North, -0.00369 East -0.00165 Precision 1, 317,445.00 Exhibit C Exhibit C 5764-44062'\APB360\1 110063,10 3/?9,, 1', .�:Zeml North South North South North BELL AVENUE SECTIONS PREPARED BY. HUNSAKER & ASSOCIATES I R V I N E , I N C PIANNING ENGINEERING - SURVEYING Three Hughes •Irvine, CA 92618 � PH: (949) 583.1010 - FX: (949) 583-0759 Exhibit D Insurance Requirements A. City is aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or undertake self-insurance in accordance with the provisions of that Code and will comply with such provisions before commencing the performance of the work of this Agreement. B. City and all subcontractors shall carry workers' compensation insurance for the protection of its employees during the progress of the work. The insurer shall waive its rights of subrogation against SOCCCD, its officers, agents and employees and shall issue an endorsement Lif i certificate to the policy evidencing same. C. City shall at all times carry, on all operations hereunder, bodily injury, including death, and property damage liability insurance, including automotive operations, bodily injury and property damage coverage; and builders' all risk insurance. All insurance coverage shall be in amounts specified by SOCCCD in the Insurance Requirements and shall be evidenced by the issuance of a certificate in a form prescribed by SOCCCD and shall be underwritten by insurance companies satisfactory to SOCCCD for all operations, subcontract work, contractual obligations, product or completed operations, all owned vehicles and non -owned vehicles. Said insurance coverage obtained by City, excepting workers' compensation coverage, shall name SOCCCD, its Trustees, Officers, Agents, Employees, Engineers, and Consultants for this Agreement, and all public agencies from whom permits will be obtained and their Directors, Officers. Agents and Employees, as determined by SOCCCD, as additional insureds on said policies. D. Before City performs any work at, or prepares or delivers materials to, the site of construction, City shall furnish certificates of insurance evidencing the foregoing insurance coverages and such certificates shall provide the name and policy number of each carrier and policy and that the insurance is in force and will not be canceled without thirty (30) days written notice to SOCCCD. City shall maintain all of the foregoing insurance coverages in force until the work under Z-- this Agreement is fully completed and accepted by SOCCCD. The requirement for carrying the ID foregoing insurance shall not derogate from the provisions for indemnification of SOCCCD by 4D 4n City under Section 4.16 of this Agreement. Notwithstanding nor diminishing the obligations of 17 City with respect to the foregoing, City shall subscribe for and maintain in full force and effect during the life of this Agreement, the following insurance in amounts not less than the amounts specified and issued by a company admitted in California and having an A.M. Best's Guide Rating of "A-" Class VII or better: However, SOCCCD will accept State Compensation Insurance Fund, for the required policy of Worker's Compensation subject to SOCCCD's option to require a change in insurer in the event the State Fund financial rating, is decreased below "B." Exhibit D 5764-44062\APB360\ 11 10061. 10 3/29/13 Workers' Compensation In Accordance with the Workers' Compensation Act of the State of California - Minimum of $1,000,000. Public Liability, in the form of either $2,000,000 Combined Single Limit, per Comprehensive General Liability or occurrence for bodily injury, death, and property Commercial General Liability written on a damage; OR per -occurrence basis $2,000,000 per occurrence, with $2,000,000 aggregate for bodily injury, death, and property damage; OR $3,000,000 aggregate, separate for this project for bodily injury, death and property damage. Automobile Liability, including non -awned $1,000,000 combined single limit per occurrence. and hired vehicles City or its contractor ("Contractor") shall also obtain at its sole cost and expense and maintain in effect from the inception of the Agreement until the filing of a Notice of Completion and with an extended reporting period of not less than five (5) years after the filing of a Notice of Completion, Pollution Legal Liability insurance which provides financial protection and assurance for the benefit of City and SOCCCD, for all claims, losses, expenses and costs related to or arising from pollution conditions, including those related to asbestos containing materials, lead based paint, PCBs and petroleum products and their derivatives that are created, released or conveyed through City's or its Contractor's or the Contractor's agents' activities and performance under this Agreement including negligence or failure to perform the project ("Environmental Pollution Insurance"). Contractor shall provide both Parties with a Certificate of Insurance form which evidences the required Environmental Pollution Insurance. This certificate shall be submitted with the Agreement documents and shall cover risks associated with personal injury, property damage, defense costs and remediation costs, in an aggregate amount of not less than $2,000,000.00 and with a self-insured retention amount not in excess of $100,000 per claim. Such insurance contract shall name SOCCCD and the Department of the Navy (only for those portions of the project within a LIFOC Area) as additional insureds, without any limitations on coverage different from those provided for the Contractor. Such policy shall provide that the carrier waives any right of subrogation against City, the Tustin Public Financing Agency and SOCCCD. Such policy shall not be a cancelable by City or its Contractor without the prior written consent of SOCCCD, and shall have the premium paid at inception and 100% earned at that time. City or its Contractor- shall provide evidence of its ability to satisfy multiple self-insured retention amounts (multiple SIRs would be the SIR for each claim so if there were 5 claims, the Contractor would have to satisfy the $100,000 SIR 5 times). SOCCCD or its representatives shall at all times have the right to inspect and receive the original or a certified copy of all said policies of insurance, including certificates. City shall pay the premiums on the insurance hereinabove required. Exhibit D 5764-44062iAP13360\ I 1 10063.10 3/29/ 11 All or a portion of the insurance requirements provided herein may be satisfied through self- insured retentions maintained in the usual and customary practice of City. Exhibit D 5764-4406TIAPB360\ I 1 10063. 10 3%`29/13 EXHIBIT K General Escrow Provisions 5764-44062\Af't3360\AGRM'I",,1 1 36768.5 4/10/13 City Exchange Pa>�°cels Commitment 5764-44062\APB360\AGRM'Pl 1136768. 5 4/10;13 13 EXHIBIT M SOCCCD Exchange Parcels Commitment 5764-44062\APB36()\AGRMTI,l 136768.5 41110/13 EXHIBIT N soCCCI)-Citi Quitclaim Deed 5 -,764-44062\AI'B360\AGRM'I-,] 136768.5 4/10/1 ' INKLI I I I I SOCCCD-City Bill of Sale 5764-44062\APB360\AGRMT% 11 36768.5 41' 1 o/ I', Imall 5764-44062\Al'B360\AG,RMT, 1 1367685 4A0, 13 Sublease Amendment 5764-44062\AI'13360'\AGRM'I-',,I 1367/68,5 4;10\13 EXHIBIT R Notice of Sublease Amendment 5764-44062\IAI'B360\AGRM'I', 1136768.5 41110, 13 EXHIBIT S Termination of Notice 5764-44062\All8360'A(iR%9'[-,,I 136768,� 4,10/13 EXHIBIT T Notice of Effective Date 5764-44062',IAI'13360\AGRM'11I 136768.5 4J W 13 EXHIBIT U Amendment to CC&Rs 5764-44062W'B360'llAGRMT 1136768,5 4/10/13 EXHIBIT V Amendment to Bill of Sale 5764-4406?-'Al'B',60\A(;RM'T'\l 136768.5 4/1O 13 EXHIBIT W NonforeiLm Transferor Declaration(��C C� D _ 5764-44062\APB360\AGR,\4711 136768,5 4/10/ 13 EXHIBIT X-1 City-SOCCCD Quitclaim Deed 5764-44062%APB360\A(;RMT 1 136768.5 4/10 13 EXHIBIT X-2 City ROW Deed 5764-44062\APB360\AGRM1 ,1 136768.5 4/10%13 EXHIBIT Y Citv-SOCCCD Bill of Sale 5764-44062\APB360\AGRM'P,1136768.5 41/10%13 EXHIBIT Z Nonforei2n Transferor Declaration (City) 5764-44062\lAf'B360\AGWvlT,l 136768,5 4/10,1 ' Interim Luse 5764-44062\APB360\AGR'v1T\ 1136768.5 4/1 OJ 13 i ,� �i.R r �'' * "' • y i i RESOLUTION NO. 4222 Aw. • A A A k A ♦ A A A A A • A A A 11 A A The Planning Commission of the City of Tustin does hereby resolve as follows: The Planning Commission finds and determines as follows: A. That the City of Tustin ("City") and the South Orange County Community College District ("SOCCCD") propose a General Plan Amendment (GPA) 2013-001 by adding a new local street (Bell Avenue) to service adjacent uses; MCAS Tustin Specific Plan Amendment (SPA) 2013-001 by incorporating text allowing private for-profit non -educational uses and increase allowable building square footages within the education village (Neighborhood A) of the MCAS Tustin Specific Plan and adding a new local street (Bell Avenue); and Development Agreement (DA) 2013-002 to facilitate the development, conveyance, and land exchange within the boundaries of the MCAS Tustin Specific Plan. B. That collectively, GPA 2013-001, SPA 2013-001, and DA 2013-002 constitute a "project" that is subject to the terms of the California Environmental Quality Act ("CEQA") (Pub. Resources Code §21000 et. seq.). C. On January 16, 2001, the City of Tustin certified the Program Final Environmental Impact Statement/Environmental Impact Report (FEIS/EIR) for the reuse and disposal of MCAS Tustin. On April 3, 2006, the City Council adopted Resolution No. 06-43 approving an Addendum to the FEIS/EIR. On December 6, 2004, the City Council adopted Resolution No. 04-76 approving a Supplement to the FEIS/EIR for the extension of Tustin Ranch Road between Walnut Avenue and the future alignment of Valencia North Loop Road. The FEIS/EIR along with its Addendum and Supplement is a program EIR under the California Environmental Quality Act (CEQA). The FEIS/EIR, Addendum and Supplement considered the potential environmental impacts associated with development on the former Marine Corps Air Station, Tustin. Resolution No. 4222 GPA 2013-001, SPA 2013-001, DA 2013-002 Page 2 D, An Environmental Checklist has been prepared and concluded that these actions do not result in any new significant environmental impacts or a substantial increase in the severity of any previously identified significant impacts in the FEIS/EIR. Moreover, no new information of substantial importance has surfaced since certification of the FEIS/EIR. However, because some changes and additions were required to the FEIS/EIR, the City has prepared an Addendum to the FEIS/EIR. The Planning Commission will consider the Addendum along with the FEIS/EIR prior to making a recommendation to the City Council on the GPA 2013-001, SPA 2013-001 and DA 2013-002. E. That pursuant to Sections 15051 and 15367 of the State CEQA Guidelines, the City is the Lead Agency for the CEQA compliance associated with the project because it will approve, carry out, and implement the project and will be the first agency to approve the project. SOCCCID will be a responsible agency. F. That an Addendum to the FEIS/EIR for the project is the appropriate CEQA documentation for the project because: a. The project does not change the land uses that are currently permitted within the MCAS Tustin Specific Plan, the impacts of which have been previously analyzed in the FEIS/EIR; b. The project would not permit an intensification of permitted uses that would lead to increased environmental impacts beyond those that are already identified in the FEIS/EIR; c. The project does not modify previously -analyzed projects in any substantive way; d. No new mitigation measures are required; e. None of the conditions identified in Public Resources Code Section 21166 or Section 15162 of the CEQA Guideless applies; and, f. No new significant adverse project -specific or cumulative impacts in any environmental areas were identified, nor would any project -specific or cumulative impacts in any environmental areas be made worse as a result of implementing the Project. G. Based on the initial study analysis and environmental checklist prepared for the Project and pursuant to Section 15162, 15163, 15164, and 15183 of the CEQA Guidelines, the City and SOCCCID have determined, on the basis of substantial evidence in the light of the whole record, that: Resolution No. 4222 GPA 2013-001, SPA 2013-001, DA 2013-002 Page 3 a. The Project was examined in light of the FEIS/EIR and has been adequately analyzed in the FEIS/EIR because the Project does not substantively modify the previously -analyzed proposal included in the MCAS Tustin Specific Plan; b. The Project would not have any effects that were not already examined in the FEIS/EIR, no new mitigation measures are required, and there are no new significant adverse project - specific or cumulative impacts in any environmental areas that were identified, nor would any project -specific or cumulative impacts in any environmental areas be made worse as a result of implementing the Project; c. All feasible mitigation measures identified in the FEIS/EIR have been incorporated into subsequent actions that the City and SOCCCID commit to fully implement; d. There is no information indicating that a different Alternative should be implemented or is feasible under the MCAS Tustin Specific Plan; e. The Project does not propose substantial changes to the MCAS Tustin Specific Plan which would require major revisions to the FEIS/EIR due to new or substantially more severe significant environmental effects than previously analyzed in the FEIS/EIR; f. There have been no substantial changes in circumstances under which the Project would be undertaken that would require major revisions to the FEIS/EIR due to new or substantially more severe significant environmental effects than previously analyzed in the FEIS/EIR; and g. No new information of substantial importance as described in subsection (a)(3) of Section 15164 has been revealed that would require major revisions to the FEIS/EIR or its conclusions. H. That the Planning Commission has considered the Addendum along with the FEIS/EIR, its Supplemental and Addendum, prior to making recommendation to the City Council on GPA 2013-001, SPA 2013-001, and DA 2013-002 pursuant to CEQA Guidelines section 15164, and recommend approval of the Addendum attached hereto as Exhibit 1. That GPA 2013-001, SPA 2013-001, and DA 2013-002 would result in the same significant and unavoidable impacts that were identified in the FEIS/EIR and these impacts are overridden for the reasons set forth in the previously adopted Findings of Fact and Statement of Overriding Considerations, attached to Resolution 00-90. Resolution No. 4222 GPA 2013-001, SPA 2013-001, DA 2013-002 Page 4 PASSED AND ADOPTED by the Planning Commission of the City of Tustin, at a regular meeting on the 23th day of April, 2013. STEVE KOZAK Chairperson ELIZABETH A. BINSACK Planning Commission Secretary 1, Elizabeth A. Binsack, the undersigned, hereby certify that I am the Planning Commission Secretary of the City of Tustin, California; that Resolution No. 4222 was duly passed and adopted at a regular meeting of the Tustin Planning Commission, held on the 23th day of April, 2013. ELIZABETH A. BINSACK Planning Commission Secretary MON. NO GENERAL PLAN AMENDMENT 2013-001, SPECIFIC PLAN AMENDMENT 2013-001, DEVELOPMENT AGREEMENT 2013-002, AND AGREEMENT FOR EXCHANGE OF REAL PROPERTY BETWEEN CITY OF TUSTIN AND SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT TUSTIN, CALIFORNIA MCAS TUSTIN SPECIFIC PLAN ENVIRONMENTAL IMPACT STATEMENT/ENVIRONMENTAL IMPACT REPORT ADDENDUM/INITIAL STUDY Prepared for: City of Tustin 300 Centennial Way Tustin, California 92780 South Orange County Community College District 28000 Marguerite Parkway Mission Viejo, California 92692 Prepared by: f7- 7' RGP PLANNING & DEVELOPMENT SERVICES 8921 Research Drive Irvine, California 92618 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Table of Contents Table of Contents 1. Introduction.....................................................................................................................................1 1.1 Project Summary............................................................................................................................1 1.2 Organization of Addendum............................................................................................................1 1.3 Previous Environmental Documentation......................................................................................1 1.4 Purpose of this Addendum............................................................................................................2 1.5 Basis for an EIR Addendum...........................................................................................................3 1.6 Evaluation of Alternatives..............................................................................................................4 1.7 Summary of Findings......................................................................................................................4 1.8 Intended Use of this Addendum....................................................................................................4 1.9 Environmental Checklist Form......................................................................................................5 1.9.1 Project Title.................................................................................................................................5 1.9.2 Lead Agency Name, Address and Contact Person..................................................................5 1.9.3 Responsible Agency Name, Address and Contact Person......................................................6 1.9.4 Project Location..........................................................................................................................6 1.9.5 Project Sponsors' Names and Addresses................................................................................6 1.9.6 General Plan Designation - Existing........................................................................................6 1.9.7 Zoning - Existing..........................................................................................................................6 1.9.8 Other Public Agencies Approvals Required..............................................................................6 1.9.9 Environmental Factors Potentially Affected.............................................................................6 1.9.10 Environmental Determination...................................................................................................8 2. Project Description..........................................................................................................................9 2.1 Project Site Location and Composition........................................................................................9 Figure 3 Site Vicinity Land Uses................................................................................................. 15 2.2 Project Description....................................................................................................................... 15 2.2.1 Exchange Agreement between City and SOCCCD................................................................ 16 2.2.2 General Plan Amendment......................................................................................................17 2.2.3 Specific Plan Amendment....................................................................................................... 17 2.2.4 Development Agreement and Amended and Restated Conveyance Agreement between Cityand SOCCCD......................................................................................................................................... 22 2.2.5 Infrastructure Construction and Payment Agreement for Bell Avenue...............................22 2.2.6 Extension of Bell Avenue........................................................................................................ 23 3. Environmental Evaluation and Explanation of Checklist Responses ..................................... 23 3.1 Aesthetics..................................................................................................................................... 24 3.1.1 Existing Conditions..................................................................................................................24 3.1.2 Project Impact Evaluation....................................................................................................... 24 3.2 Agriculture and Forest Resources.............................................................................................. 27 3.2.1 Existing Conditions..................................................................................................................27 3.2.2 Project Impact Evaluation....................................................................................................... 27 3.3 Air Quality...................................................................................................................................... 29 3.3.1 Existing Conditions..................................................................................................................29 3.3.2 Project Impact Evaluation....................................................................................................... 29 3.4 Biological Resources................................................................................................................... 33 3.4.1 Existing Conditions..................................................................................................................33 3.4.2 Project Impact Evaluation....................................................................................................... 33 3.5 Cultural and Paleontological Resources................................................................................... 36 3.5.1 Existing Conditions..................................................................................................................36 3.5.2 Project Impact Evaluation....................................................................................................... 36 3.6 Geology and Soils......................................................................................................................... 38 3.6.1 Existing Conditions..................................................................................................................38 3.6.2 Project Impact Evaluation....................................................................................................... 38 3.7 Greenhouse Gas Emissions........................................................................................................ 41 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Table of Contents 3.7.1 Existing Conditions..................................................................................................................41 3.7.2 Project Impact Evaluation.......................................................................................................41 3.8 Hazards and Hazardous Materials............................................................................................. 44 3.8.1 Existing Conditions..................................................................................................................44 3.8.2 Project Impact Evaluation.......................................................................................................44 3.9 Hydrology and Water Quality...................................................................................................... 48 3.9.1 Existing Conditions..................................................................................................................48 3.9.2 Project Impact Evaluation....................................................................................................... 48 3.10 Land Use and Planning................................................................................................................ 52 3.10.1 Existing Conditions..................................................................................................................52 3.10.2 Project Impact Evaluation....................................................................................................... 52 3.11 Mineral Resources.......................................................................................................................55 3.11.1 Existing Conditions..................................................................................................................55 3.11.2 Project Impact Evaluation....................................................................................................... 55 3.12 Noise..............................................................................................................................................57 3.12.1 Existing Conditions..................................................................................................................57 3.12.2 Project Impact Evaluation....................................................................................................... 57 3.13 Population and Housing.............................................................................................................. 61 3.13.1 Existing Conditions..................................................................................................................61 3.13.2 Project Impact Evaluation....................................................................................................... 61 3.14 Public Services............................................................................................................................. 63 3.14.1 Existing Conditions..................................................................................................................63 3.14.2 Project Impact Evaluation....................................................................................................... 63 3.15 Recreation.................................................................................................................................... 66 3.15.1 Existing Conditions..................................................................................................................66 3.15.2 Project Impact Evaluation....................................................................................................... 66 3.16 Transportation/Traffic.................................................................................................................68 3.16.1 Existing Conditions..................................................................................................................68 3.16.2 Project Impact Evaluation....................................................................................................... 68 3.17 Utilities and Service Systems...................................................................................................... 74 3.17.1 Existing Conditions..................................................................................................................74 3.17.2 Project Impact Evaluation....................................................................................................... 74 3.18 Mandatory Findings of Significance ........................................................................................... 77 4. Summary of Mitigation Measures.............................................................................................. 79 5. Sources/Acronyms...................................................................................................................... 96 5.1 Sources..........................................................................................................................................96 5.2 Acronyms...................................................................................................................................... 98 6. Report Preparers........................................................................................................................100 RGP Planning & Development Services(RGP)..........................................................................................100 Austin -Foust Associates (Austin-Foust)......................................................................................................100 Giroux& Associates......................................................................................................................................100 List of Figures Figure1 Regional Map.......................................................................................................................................11 Figure 2 Project Site Boundaries.......................................................................................................................12 Figure3 Site Vicinity Land Uses......................................................................................................................... 14 Figure 4 Existing Planning Areas and Current Owners.................................................................................... 15 Figure5 Exchange Parcels................................................................................................................................. 17 Figure 6 Proposed Planning Area Boundaries.................................................................................................. 19 List of Tables Table 1. Environmental Factors Potentially Affected..........................................................................................7 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Table of Contents Table2. Environmental Determination................................................................................................................8 Table 3. Existing Project Site Planning Areas......................................................................................................9 Table 4. Surrounding Land Uses....................................................................................................................... 13 Table 5. Detail of Areas Transferred Between City and SOCCCD................................................................... 16 Table 6. Detail of Existing and Proposed Planning Areas within Neighborhood A ........................................ 18 Table 7. Potential Development Scenarios within Trip Cap............................................................................ 22 Table 8. Construction Activity Emissions.......................................................................................................... 30 Table 9. Operational Period Emissions.............................................................................................................30 Table 10. Greenhouse Gas Emissions..............................................................................................................42 Table 11. Traffic Noise Impact Analysis............................................................................................................58 Table 12. Project Trip Generation...................................................................................................................... 70 Table 13. 2035 Intersection LOS Summary ..................................................................................................... 71 Table 14. Specific Plan FEIS/EIR Mitigation Measures Applicable to Project Site ........................................ 80 Appendices Appendix A Traffic Study (April 2013) Appendix B Air Quality and Greenhouse Gas Impact Analyses (April 2013) Appendix C Traffic Noise Impact Analysis (March 2013) Appendix D 2012 Annual Mitigation Monitoring and Status Report, MCAS Tustin FEIS/EIR iii April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Introduction 1. Introduction 1.1 Project Summary The Project consists of an agreement between the South Orange County Community College District (SOCCCD or District) and the City of Tustin (City) called the Agreement for the Exchange of Real Property (Exchange Agreement). The Exchange Agreement delineates the terms and processes associated with the exchange of the ultimate ownership of approximately 22 acres of land within the former Marine Corps Air Station (MCAS) Tustin, an area now referred to as "Tustin Legacy." The Project also includes an amendment to the MCAS Tustin Specific Plan to modify the permitted land uses and land use intensities in parts of Neighborhood A and to construct an extension of Bell Avenue as a Secondary Arterial; a General Plan Amendment (GPA) to add the Bell Avenue extension to the City's circulation plan and correct preexisting inconsistencies with the MCAS Tustin Specific Plan; a Development Agreement and Amended Conveyance Agreement between SOCCCD and the City (DA) and associated implementation documents; and an agreement for the funding and construction of Bell Avenue. The objectives of the Project are to rationalize property boundaries to create larger, contiguous land areas for the City and SOCCCD, provide for a broader range of land uses in support of the objectives of the MCAS Tustin Specific Plan, and enhance circulation in the Project area by improving east -west connectivity between the existing Red Hill and Armstrong Avenues. The Project will be approved, carried out, and implemented by the City and SOCCCD. The City and SOCCCD will be taking an action (i.e., approval) on the Project; therefore, pursuant to CEQA, California Code of Regulations, Title 14, Chapter 3, known as the CEQA Guidelines, Section 15051(c), both the City and SOCCCD are considered the Lead Agencies. The City and SOCCCD have agreed that since the City will consider the project before SOCCCD, the City will be the Lead Agency pursuant to CEQA Guidelines Section 15051(d), and SOCCCD will be the responsible agency. The City and SOCCCD have agreed to jointly conduct the CEQA analysis. 1.2 Organization of Addendum The organization of this CEQA document is according to the following sections: Section 1: Introduction Section 2: Project Description Section 3: Environmental Evaluation Section 4: Summary of Mitigation Measures Section 5: Sources/Acronyms Section 6: Report Preparers Appendix This Addendum incorporates the Environmental Checklist Form from Appendix G of the State CEQA Guidelines as the Initial Study. The environmental issue impact questions contained in Section 3 of this document also conform to the required contents of this Environmental Checklist Form. 1.3 Previous Environmental Documentation A Final Joint Program Environmental Impact Statement/Environmental Impact Report (FEIS/EIR) for the Disposal and Reuse of Marine Corps Air Station (MCAS) Tustin was prepared by the City of Tustin and the Department of the Navy (Navy) in accordance with the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA) dated October 1996, as amended by the Errata dated April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Introduction September 1998. The Mitigation Monitoring and Reporting Program (MMRP) for the FEIS/EIR was adopted by the City on January 16, 2001 (Resolution 00-90). On March 3, 2001, a Record of Decision (ROD) was issued bythe Navy approving the FEIS/EIR and the Specific Plan. There have been one supplement and four addenda to the FEIS/EIR. The City of Tustin certified a supplement to the FEIS/EIR on December 4, 2004 and an addendum on April 3, 2006. The District certified an addendum on November 12, 2008 (SOCCCD Resolution 08-35) related to the approval of a Long Range Academic & Facilities Plan and a Long Range Academic Plan for the Advanced Technology & Education Park (ATEP) campus; an addendum on March 24, 2009 (SOCCCD Resolution 09-05) related to a Concept Plan for Phase 3A of the ATEP campus; and an addendum on December 5, 2011 (SOCCCD Resolution 11-38) related to an exchange of land between the District and the County of Orange. The original FEIS/EIR document, the supplement, and the City's and District's addenda are collectively referred to herein as the "FEIS/EIR." In addition, the City has certified multiple CEQA documents associated with prior amendments to the MCAS Tustin Specific Plan and development projects within Tustin Legacy. Section 1.5.2 of the FEIS/EIR states that the FEIS/EIR is a Program EIR and it is intended to be used as the CEQA compliance document for all public and private actions made in furtherance of, the Specific Plan. The FEIS/EIR analyzed the environmental consequences of the Navy disposal and local community reuse of the MCAS Tustin per the Reuse Plan and the MCAS Tustin Specific Plan/Reuse Plan (referred to in this document as the Specific 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, including but not limited to the adoption by the City of Tustin of the MCAS Tustin Specific Plan and adoption of the MCAS Tustin Redevelopment Plan. The MCAS Tustin Specific Plan proposed and the FEIS/EIR analyzed a multi-year development period for the planned urban reuse project (Tustin Legacy). When individual activities within the Specific Plan are proposed, the lead agency is required to examine the individual activities to determine if their effects were fully analyzed in the FEIS/EIR. The agency can approve the activities as being within the scope of the project covered by the FEIS/EIR. If the agency finds that pursuant to Sections 15162, 15163, 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 EIR is required.' 1.4 Purpose of this Addendum Pursuant to Sections 15051 and 15367 of the State CEQA Guidelines, the City is the Lead Agency for the CEQA compliance associated with the Project because it will approve, carry out, and implement the Project and will be the first agency to approve the Project. SOCCCD will be a responsible agency. Based on the analysis in this Initial Study and Addendum, the City and SOCCCD determined that the potential impacts of the Project were previously analyzed in or are substantially similar to the impacts analyzed in the FEIS/EIR and that none of the conditions identified in Public Resources Code Section 21166 or Section 15162 of the CEQA Guideless applies. The City and SOCCCD determined that they would prepare this Addendum to: (1) evaluate whether the Project's environmental impacts were already analyzed in the FEIS/EIR; (2) document the District's and City's findings with respect to the Project and its environmental determinations; and, (3) evaluate and document that a new, supplemental or subsequent EIR, Negative Declaration (ND), or Mitigated Negative Declaration (MND) or other CEQA document was not warranted. This Addendum is the appropriate CEQA documentation for the project because: ' MCAS Tustin Zone Change (Specific Plan Amendment) 05-002, DDA and Development Plan Addendum, p. 1-1. 2 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Introduction • the Project does not change the land uses that are currently permitted within the MCAS Tustin Specific Plan, the impacts of which have been previously analyzed in the FEIS/EIR; • the Project would not permit an intensification of permitted uses that would lead to increased environmental impacts beyond those that are already identified in the FEIS/EIR; • the Project does not modify previously -analyzed projects in any substantive way; • no new mitigation measures are required; • none of the conditions identified in Public Resources Code Section 21166 or Section 15162 of the CEQA Guideless applies; and, • no new significant adverse project -specific or cumulative impacts in any environmental areas were identified, nor would any project -specific or cumulative impacts in any environmental areas be made worse as a result of implementing the Project. 1.5 Basis for an EIR Addendum An agency may prepare an addendum to a prior EIR pursuant to CEQA Guidelines Section 15164 that states, in pertinent part, that: "The lead agency [... ] shall prepare an addendum to a previously certified EIR if some changes or additions are necessary but none of the conditions described in Section 15162 calling for the preparation of a subsequent EIR have occurred." An agency may prepare an addendum to document its decision that a subsequent EIR is not required. (CEQA Guidelines Section 15164, subdivisions (a) and (e) and Section 15162, subdivision (a)) The Project is consistent with and aids in the implementation of the WAS Tustin Specific Plan. Specifically, the Project would not change the overall intent of the Education Village (PA -1), which is described as a "specialized educational environment with an array of public -serving uses" (MCAS Tustin Specific Plan, pg. 2-10). The uses permitted by the DA further SOCCCD's educational mission as discussed in SOCCCD's Long -Range Academic and Facilities Plan, dated October 2008 and which was the subject of an addendum certified on November 12, 2008 (SOCCCD Resolution 08-35). Further, relative to the overall Tustin Legacy development, the Project would not significantly change the intensity or scale of development approved in the Specific Plan, District's Conveyance Agreement, Long -Range Academic and Facilities Plan (LRP), and Concept Plan or analyzed in the previously certified FEIS/EIR. The Project rationalizes parcel configuration to allow for a more efficient use of property by creating contiguous, compact, and conventionally -shaped parcels for future development pursuant to the approved land uses that includes complimentary commercial, offices uses and light industrial uses, joint uses, and other collaborative arrangements to further SOCCCD's education objectives. As such, there are no new significant impacts resulting from the Project, nor is there any substantial increase in the severity of any previously identified environmental impacts. In addition, the circumstances under which the Project would be implemented would not result in new or more severe significant environmental impacts. None of the conditions described in Section 15162 of the CEQA Guidelines have occurred. Specifically, there have not been: (1) changes to the Project that require major revisions to the previously certified FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions to the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR was certified as complete. The City and SOCCCD will continue to comply with the adopted applicable MMRPs. 3 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Introduction 1.6 Evaluation of Alternatives CEQA requires a comparative evaluation of a Project and alternatives to the Project, including the "No Project" alternative. This Addendum relies on the FEIS/EIR for the evaluation of alternatives. The FEIS/EIR addressed a reasonable range of alternatives for the project. The City of Tustin is implementing Alternative 1 of the FEIS/EIR, and there is no information indicating that the City should implement a different alternative or that a different alternative is feasible. Consistent with Section 15183 of the State CEQA Guidelines that identifies which environmental evaluation is required for projects that are consistent with a community plan or zoning, there is no need to address new alternatives in this Addendum. Additionally, there are no circumstances cited in Section 15162 of the State CEQA Guidelines, which require preparation of a subsequent EIR relative to alternatives. 1.7 Summary of Findings Based on the initial study analysis and environmental checklist prepared for the Project and pursuant to Section 15162, 15163, 15164, and 15183 of the CEQA Guidelines, the City and SOCCCD have determined, on the basis of substantial evidence in the light of the whole record, that: • The Project was examined in light of the FEIS/EIR and has been adequately analyzed in the FEIS/EIR because the Project does not substantively modify the previously -analyzed proposal included in the MCAS Tustin Specific Plan; • The Project would not have any effects that were not already examined in the FEIS/EIR, no new mitigation measures are required, and there are no new significant adverse project -specific or cumulative impacts in any environmental areas that were identified, nor would any project - specific or cumulative impacts in any environmental areas be made worse as a result of implementing the Project; • All feasible mitigation measures identified in the FEIS/EIR have been incorporated into subsequent actions that the City and SOCCCD commit to fully implement; • There is no information indicating that a different Alternative should be implemented or is feasible under the MCAS Tustin Specific Plan; • The Project does not propose substantial changes to the MCAS Tustin Specific Plan which would require major revisions to the FEIS/EIR due to new or substantially more severe significant environmental effects than previously analyzed in the FEIS/EIR; • There have been no substantial changes in circumstances under which the Project would be undertaken that would require major revisions to the FEIS/EIR due to new or substantially more severe significant environmental effects than previously analyzed in the FEIS/EIR; and • No new information of substantial importance as described in subsection (a)(3) of Section 15164 has been revealed that would require major revisions to the FEIS/EIR or its conclusions. 1.8 Intended Use of this Addendum This Addendum, which includes the Environmental Checklist/Initial Study for the Project, will serve as the appropriate CEQA documentation for all applicable public agency decision -makers and the public regarding the objectives and components of the Project. The CEQA Guidelines defines an Initial Study as a preliminary analysis prepared by a Lead Agency to determine whether a new, supplemental, or 4 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Introduction subsequent EIR, ND, or MND or other CEQA document must be prepared or to identify the significant environmental effects to be analyzed in an EIR.2 This Addendum has been prepared in accordance with the following: • California Environmental Quality Act of 1970 (Public Resources Code Sections 21000-21177); • California Code of Regulations, Title 14, Division 6, Chapter 3 (State CEQA Guidelines, Sections 15000-15387); and, • SOCCCD guidelines for the implementation of CEQA. This Addendum is intended to serve as the CEQA document for any activities by the City, SOCCCD, or any responsible or other agency's actions in implementing, approving, permitting, or carrying out the Project in any other way. 1.9 Environmental Checklist Form This checklist and the following evaluation of environmental impacts takes into consideration the preparation of environmental documents prepared at an earlier stage in the Project. Therefore, the checklist and analysis evaluate whether the environmental effects of the Project were covered in the FEIS/EIR pursuant to Section 15162 and 15168 of the CEQA Guidelines. The FEIS/EIR analyzed a multi-year development period for the Tustin Legacy planned urban reuse project. When individual development activities within the MCAS Tustin Specific Plan are proposed, the lead agency is required to examine individual activities to determine if their effects were fully analyzed in the FEIS/EIR. The lead agency can approve the activities as being within the scope of the project covered by the FEIS/EIR if the agency finds that pursuant to Sections 15162, 15163, 15164, and 15183 of the CEQA Guidelines that no new effects would occur, nor would a substantial increase in the severity of previously identified significant effects occur. Then the lead agency can determine that no supplemental or subsequent environmental document is required. The Project will be approved, carried out, and implemented by the City and SOCCCD. As described in Section 1.1, the City is the lead agency. The City and SOCCCD have agreed to jointly prepare this comprehensive Environmental Checklist to determine if the Project is within the scope of the FEIS/EIR and if new effects would occur as a result of the Project and to document their findings in this Addendum. 1.9.1 Project Title Agreement for Exchange of Real Property between City of Tustin and South Orange County Community College District 1.9.2 Lead Agency Name, Address and Contact Person City of Tustin 300 Centennial Way Tustin, California 92780 Attention: Elizabeth Binsack, Community Development Director (714) 573-3140 2 California Code of Regulations, Title 14, Division 6, Chapter 3 (State CEQA Guidelines), Sections 15365 and 15367. 5 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist 1.9.3 Responsible Agency Name, Address and Contact Person South Orange County Community College District 28000 Marguerite Parkway Mission Viejo, CA 92692 Attention: Dr. Debra Fitzsimons, Vice Chancellor (949) 582-4664 1.9.4 Project Location Introduction West of Armstrong Avenue, north and south of Valencia Avenue, east of Red Hill Avenue and north of future Warner Avenue within the Tustin Legacy development (former MCAS Tustin). 1.9.5 Project Sponsors' Names and Addresses City of Tustin 300 Centennial Way Tustin, California 92780 Attention: Elizabeth Binsack, Community Development Director South Orange County Community College District 28000 Marguerite Parkway Mission Viejo, CA 92692 Attention: Dr. Debra Fitzsimons, Vice Chancellor 1.9.6 General Plan Designation - Existing MCAS Tustin Specific Plan 1.9.7 Zoning - Existing MCAS Tustin Specific Plan (SP -1 Specific Plan). The Specific Plan designation for the Project site is Education Village (PA 1), located within Neighborhood A. 1.9.8 Other Public Agencies Approvals Required Both the Tustin City Council and the SOCCCD Board of Trustees must approve the Exchange Agreement and the Development Agreement and Amended Conveyance Agreement and associated implementation documents. 1.9.9 Environmental Factors Potentially Affected Any 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 on the following pages. The following table provides a summary of these environmental issue areas. 6 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Table 1. Environmental Factors Potentially Affected Introduction ❑ Aesthetics ❑ Hazards/Hazardous ❑ Public Services Materials ❑ Agriculture Resources ❑ Hydrology/Water ❑ Recreation Quality ❑ Air Quality ❑ Land Use and Planning ❑ Transportation/Circulation ❑ Biological Resources ❑ Mineral Resources ❑ Utilities/Service Systems ❑ Cultural Resources ❑ Noise ❑ Mandatory Findings of Significance ❑ Geology and Soils ❑ Population and Housing April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist 1.9.10 Environmental Determination Based on this initial evaluation, the following table identifies the environmental determination. Table 2. Environmental Determination Introduction 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 revisions in the ❑ project have been made by or agreed to by the project proponent. A MITIGATED 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 "potentially significant impact" or "potentially significant unless mitigated" impact 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. 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 an effect on the environment, there WILL NOT be a significant effect in this case because all potentially significant effects (a) have been analyzed adequately in an earlier EIR or NEGATIVE DECLARATION pursuant to applicable standards, and (b) have been avoided, mitigated or overridden pursuant to that earlier EIR or NEGATIVE DECLARATION, including revisions or mitigation measures that are imposed upon the proposed project, nothing further is required. Signature Date Elizabeth Binsack, Community Development Director City of Tustin 8 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation 2. Project Description 2.1 Project Site Location and Composition The Project site is located in the City of Tustin in the County of Orange within the former MCAS Tustin, now referred to as "Tustin Legacy" (regional map in Figure 1). Although MCAS Tustin's boundary covered an area within the cities of Irvine and Tustin, Tustin Legacy encompasses only the area within the City of Tustin. Tustin Legacy is a 1,511 -acre mixed-use project, which will ultimately include housing, various commercial businesses, a various light industrial uses, schools, and community and regional parks. Portions of Tustin Legacy are developed, including an approximately one -million -square -foot outdoor shopping mall called "The District," single -and multi -family home communities, an elementary school, a homeless/transitional shelter, an abused and neglected children facility, a sheriff academy facility, Phase I of the ATEP campus and focal parks. The city of Santa Ana borders Tustin Legacy to the south and southwest. Tustin Legacy is in close proximity to five freeways: the Costa Mesa (SR -55), Santa Ana (1-5), Laguna (SR - 133), Garden Grove (SR -22), and San Diego (1-405) freeways (see Figure 1). Major roadways bordering Tustin Legacy include Red Hill Avenue on the west, Edinger Avenue/Irvine Center Drive on the north, Jamboree Road on the east, and Barranca Parkway on the south. Jamboree Road provides access to the Eastern Transportation Corridor (SR -261 toll road). John Wayne Airport is located approximately 3.5 miles to the south, and the Tustin Metrolink Commuter Rail Station is located approximately 11/2 miles to the northeast of the Project site. The Project site is located near the northwestern corner of Tustin Legacy. The Project site consists of 89 acres located within PA 1, which is a 128.3 -acre portion of Neighborhood A (Figure 2). To the west of the Project site is Red Hill Avenue, north is a vacant site that is planned for a public community park, east is Armstrong Avenue, and south is a future extension of Warner Avenue and Rancho Santiago Community College District (RSCCD) Sheriff's Training Academy (Figure 3). Owners of the 89 acres include the City, SOCCCD, and the Navy. The SOCCCD's parcel will ultimately be built out as the Advanced Technology & Education Park (ATEP). Navy land ownership in the project area will decrease over time in favor of the other landowners and the County of Orange, as hazardous materials are removed and lands become available for development. During the clean-up process, Navy lands are controlled by the other three local owners under Lease in Furtherance of Conveyance (LIFOC) agreements. Table 3 provides a breakdown of land ownership in the project area. Table 3. Existing Project Site Planning Areas Planning Area Owner Fee Ownership Acreage LIFOC Acreage 1-13 Navy 10.0 1-D Navy 2.4 1-E SOCCCD 1.9 1-G City of Tustin 15.0 1-H SOCCCD/Navy 29.9 19.8 1-1 SOCCCD/Navy 6.7 3.3 TOTALS 53.5 89.0 35.5 To date, there has been no demolition of former military facilities or construction of new buildings within City -owned land in Neighborhood A. Within the ATEP site, the District has completed development at the northwest corner of Valencia Avenue and Lansdowne Road (15445 Lansdowne Road), where Phase I of April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation the ATEP campus consists of 14,676 square feet of classrooms, laboratories, offices, food services and support space on a one -acre parcel. On the northeast corner of Valencia Avenue and Lansdowne Road, a 104 -space parking lot serves the existing ATEP Campus. The approved ATEP Phase 3A Concept Plan permits development of a further 28 acres of the ATEP site with 305,000 square feet of various educational and support uses. Demolition of all former military structures on the ATEP site was completed in 2012. The foundations of prior military buildings and related infrastructure continue to be present south of Valencia Avenue; however, demolition of the foundations has been permitted and demolition is planned in 2013. 10 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation r� Anaheim J % s ss 0 WTeltAre Villa Park 71' /A" a O E Katena Are E Col line ,Ave Bond Avr 36 Orange ,2 E 171h 61 0Tustin F" is Santa E sih St TUistin N; 5 Ana ctrr n tTVSTIN -`r� P R EC,Tr W EninS]ar, n�etipLOCATIQNLI E warm, Avc * 410 *� } a Fountain � � I Valley 56 4a, ,►• rJryr caa�to, �,s TUSTlN _ °4w,•+ LEGACY h � r Bawer St $ 71. 1- ■ a� + lk,�h Irvine 4 a�aon or CO. 6y$ % — Costa •o � .�* Mesa ; \9` "o vaei ` Fri 0 Sha pi d- Cenjd Lake Fore G % � Dr %ideor Laguna Woods ff oSan Joaquin Hills o I0 0 .5�1r2 Miles Figure 1 Regional Map 11 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Figure 2 Project Site Boundaries 12 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Surrounding uses are listed in Table 4 and mapped in Figure 3. Existing PAs and their respective owners are mapped in Figure 4. Table 4. Surrounding Land Uses 13 April 2013 CURRENT EXISTING DIRECTION LAND USE OWNER CONDITION Sheriff's Training Facility Navy Existing Military (Neighborhood A, PA 1-B) Buildings ATEP Campus (Neighborhood A, Multi-phase Planning Areas (PA) 1-E, 1-H, 1-1) SOCCCD/Navy development in Project Site progress Existing Military Educational Village (PA 1-G) City of Tustin Buildings and Vacant Land Child Care Facility (PA 1-D) City of Existing Military Tustin/Navy Buildings North Community Park (Neighborhood City of Vacant Land A, PA 2) Tustin/Navy North Elementary School Tustin Unified Developed (Neighborhood A, PA 1-A) School District Abused Children's Shelter County of Northwest (Neighborhood A, PA 1-C - Orange Developed partial) Northeast Medium Density Residential Private Under (Neighborhood B, PAs 4 & 5) development West Orange County Rescue Mission Orange County Developed (Neighborhood A, PA 3) Rescue Mission Westof Red Hill Commercial and light Private Developed Ave. manufacturing East Urban Regional Park County of Existing Military (Neighborhood C, PA 6) Orange/Navy Buildings South Commercial/Office City/Navy Vacant (Neighborhood D, PA 8) Southeast Mixed Use (Neighborhood E, PAs City/Navy Vacant 9-12) Southeast Sheriff's Training Academy RSCCD Developed (Neighborhood A, PA 1-F) 13 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Elementary Medium - School Density -- Public Park Residential Abused (future) Children's Shelterr;� ;r• r Rescue Mission Urban Regional Park (future) 1 . L t In' ustriall r - Commercial Office 7 -JI I .w 1. y i RSCCD " Sheriff's I Training Acaderfiy E Warner Avenue Mixed -Use uture extension) (future) 7 Q Tol mercial/Offic' ' (future). Figure 3 Site Vicinity Land Uses 14 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist N7 i NOTTOSCALE PA 4 F A 1-A TIN UNIFIED ! PA PA 5 SCHOOL DISTRICT i CITY - • J 1-C COUNTY i SOCCCD NAVY .PAI -H �l�o,. aencu venue \ Ir PA 31 l� '�•` �; RESCUE nmssioN i I NAVY�.� ; •� PA 1-H Lr' SOCCCD �•� i' --- --�i NAVY' f e t SOCCCD/1-1 . -�. NAVY 1-G CITY I i 1-F I RSCCD � � I I � �1 PA 9 PA 10 Figure 4 Existing Planning Areas and Current Owners 2.2 Project Description Environmental Evaluation PA B PA B The Project consists of an agreement between the SOCCCD) and the City called the Agreement for the Exchange of Real Property (Exchange Agreement). The Exchange Agreement delineates the terms and processes associated with the exchange of the ultimate ownership of approximately 22 acres of land. 15 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Associated with the exchange of property are five other main components: 1) a GPA to: a) recognize the SPA described in number 2) below; and, b) add the Bell Avenue extension to the City's circulation plan as a Secondary Arterial; 2) an amendment to the MCAS Tustin Specific Plan to: a) add an extension of Bell Avenue as a Secondary Arterial to the circulation plan; and, b) modify permitted land uses and land use intensities in parts of Neighborhood A; 3) a Development Agreement and Amended Conveyance Agreement (DA) between SOCCCD and the City and related implementation documents that outline the allowed land uses, assignment of vehicle trips and building square footages consistent with the proposed SPA, development impact fee amounts and process for conveying land from the Navy; 4) an Infrastructure Construction and Payment Agreement for Bell Avenue (Bell Avenue Agreement); and, 5) construction of the extension of Bell Avenue. Each of these components are described in more detail below. 2.2.1 Exchange Agreement between City and SOCCCD An Exchange Agreement between the City and SOCCCD is proposed to delineate the terms and processes associated with the exchange of the ultimate ownership of land currently within the respective parties' ownership in fee or in the form of a lease or sublease. The Exchange Agreement provides for an exchange of 6 sites covering 22 acres within Neighborhood A, as shown in Figure 5. Table 5 details the ownership interests and to which party each area is transferred. In addition to rationalizing property boundaries for both the City and SOCCCD, the land exchange will allow for creation of a new public (City -owned) right-of- way for the extension of Bell Avenue from Red Hill Avenue to Armstrong Avenue. Two parcels included in the Exchange Agreement are currently owned by the Navy. Such lands are expected to be transferred to the City and SOCCCD once a Finding of Suitability to Transfer (FOST) is issued by the Navy for the lands. Once issued, the FOST will document that the Navy has determined the parcels environmentally suitable for transfer and that either all remediation necessary to protect human health and the environment has been completed or is in place and operating properly and successfully such that development can safely occur on the site. Table 5. Detail of Areas Transferred Between City and SOCCCD 16 April 2013 Acreage Transferred to Each Party City SOCCCD Sublease Fee Sublease Fee Area 1 6.8 Area 2 6 Area 3 Retained by City for Bell Ave Area 4 1.4 Area 5 1.1 Area 6 3 Area 7 3 Area 8 2.4 Area 9 1 Area 10 Retained by SOCCCD Subtotal (w/o Bell) 3 7.8 2.4 9 Total (w/o Bell) 10.8 11.4 Subtotal (w/Bell) 4.1 19.2 2.4 9 Total (w/ Bell) 13.3 11.4 16 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist i Area 1 6.8 Ac Environmental Evaluation a 2 Reo Area 3 AVBVI— _ rAm97 SHERIFFS TRAllMM2 FAAc LLL r jr Fl aE PRl4ATE I• pMNSC USE of LOPP.IEHr © NPT A PAAS I CRT OF TUSH 1.00 Ac cou—or onuxaE FBIbEU r�I1DWEM8 rrEL1FA 1 — I a l V PROPOSED CRY OF num 298 Ac muanHp � FCA IVn I\�" IIFd'a � �Y B,EO �iD Aa 10.00 A 5156 Ac 15 Area 4 Area 10 80CCOD A 1.4 AcE'i.vn'v; 4.53 ac 4.58 Ac PAAF,E_fl 80CPC0 LEASE IU EK19nr6R 23P0 Ac _ _ _ _ _ _ - 1LEASE Area 5 I ev®nNa crr' OF TUSn d r L1 Ac I SOCCCD ATEP WILD rAe� � K 10 Ac 23'\ � I __ --- -_--I---- -- Area S ORWAI4Yc >Y URBAN R@91OPU1 PARK NOT A PART Advanced Technology & Education Park SOUTH ORANGE COUNTY OOWU.A7TY CDf,LWP DISTRICT - TUSTIN Land Exchange Map Figure 5 Exchange Parcels 2.2.2 General Plan Amendment An amendment to the Tustin General Plan is proposed to identify the presence of a new SPA number associated with the WAS Tustin Specific Plan, to note the floor area ratio (FAR) permitted for uses by the SPA, and to add Bell Avenue to the City's circulation plans as a Secondary Arterial with a Class II bicycle lane between Red Hill and Armstrong Avenues. No General Plan land use changes are proposed. The SPA is described below in section 2.2.3 and the extension of Bell Avenue is described in section 2.2.6. 2.2.3 Specific Plan Amendment The SPA is limited to Neighborhood A, Planning Area 1 of the WAS Tustin Specific Plan. 2.2.3.1 Amendment to Sub -Planning Areas The SPA modifies sub -planning area boundaries within PA 1, and adds three new sub -planning areas (1-J, 1-K, and 1-L). Figure 6 shows Neighborhood A with the new sub -planning areas. Table 6 lists existing and proposed sizes of the Neighborhood A planning areas. 17 April 2013 i PRCPOBED _ SOCCOD A1IEP RniNc 1 057 Ac care ar TUSrIH \ *4 AC GRAIMQE couwT R Uk MJ9BION JOT A. rART SOCCCD I Area 6 � ATEP 3.0 Ac PROPOSED 10.04 Ac U Exlamxa CrTY OF TMT N ` PAPIOE`_ FE -41 Area 7 1500 Ac PROPO9@ �° Bt3t AYE f1/WL.L.A. u . 390 Ac war. N0. 20b�0004iA4E6, D.H. D41 OOUNTY OF ORANGE cCr, . SHERIFFS TRAllMM2 FAAc LLL r jr Fl aE PRl4ATE I• pMNSC USE of LOPP.IEHr © NPT A PAAS I CRT OF TUSH 1.00 Ac cou—or onuxaE FBIbEU r�I1DWEM8 rrEL1FA 1 — I a l V PROPOSED CRY OF num 298 Ac muanHp � FCA IVn I\�" IIFd'a � �Y B,EO �iD Aa 10.00 A 5156 Ac 15 Area 4 Area 10 80CCOD A 1.4 AcE'i.vn'v; 4.53 ac 4.58 Ac PAAF,E_fl 80CPC0 LEASE IU EK19nr6R 23P0 Ac _ _ _ _ _ _ - 1LEASE Area 5 I ev®nNa crr' OF TUSn d r L1 Ac I SOCCCD ATEP WILD rAe� � K 10 Ac 23'\ � I __ --- -_--I---- -- Area S ORWAI4Yc >Y URBAN R@91OPU1 PARK NOT A PART Advanced Technology & Education Park SOUTH ORANGE COUNTY OOWU.A7TY CDf,LWP DISTRICT - TUSTIN Land Exchange Map Figure 5 Exchange Parcels 2.2.2 General Plan Amendment An amendment to the Tustin General Plan is proposed to identify the presence of a new SPA number associated with the WAS Tustin Specific Plan, to note the floor area ratio (FAR) permitted for uses by the SPA, and to add Bell Avenue to the City's circulation plans as a Secondary Arterial with a Class II bicycle lane between Red Hill and Armstrong Avenues. No General Plan land use changes are proposed. The SPA is described below in section 2.2.3 and the extension of Bell Avenue is described in section 2.2.6. 2.2.3 Specific Plan Amendment The SPA is limited to Neighborhood A, Planning Area 1 of the WAS Tustin Specific Plan. 2.2.3.1 Amendment to Sub -Planning Areas The SPA modifies sub -planning area boundaries within PA 1, and adds three new sub -planning areas (1-J, 1-K, and 1-L). Figure 6 shows Neighborhood A with the new sub -planning areas. Table 6 lists existing and proposed sizes of the Neighborhood A planning areas. 17 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Table 6. Detail of Existing and Proposed Planning Areas within Neighborhood A Planning Area Existing Net Acreage Proposed Net Acreage Change in Net Acreage PA 1 124.7 120.9 - 3.8 1-A 10.0 10.0 1-B 10.0 10.0 1-C 4.0 4.0 1-D 2.4 2.4 1-E 1.9 4.5 + 2.6 1-F 15.0 15.0 1-G 14.9 11.4 - 3.5 1-H 56.5 36.6 - 19.9 1-1 10.0 10.0 1-1 New PA 4.0 + 4.0 1-K New PA 3.0 + 3.0 1-L New PA 10.0 + 10.0 PA 2 24.1 24.1 PA 3 5.1 5.1 -- Total Neighborhood A 153.9 150.1 - 3.8 Right -of -Way (total for aii Specific Pian areas) 173.4 177.2 3.8 18 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist T Figure 6 Proposed Planning Area Boundaries 2.2.3.2 Bell Avenue Environmental Evaluation Similar to the GPA, the SPA would add to the circulation plan an extension of Bell Avenue as a Secondary Arterial with a Class II bike lane between Red Hill Avenue and Armstrong Avenue. The Project Traffic Study (Appendix A) determined that with the extension of Bell Avenue, increased roadway capacity is available in the circulation system. The Bell Avenue extension would reduce traffic congestion at the Red Hill Avenue/Warner Avenue intersection and the Red Hill Avenue/Valencia Avenue intersection, and provides an alternative route for motorists accessing Tustin Legacy. These factors permit the increase of the current vehicle trip cap for the MCAS Tustin Specific Plan. The trip cap for Neighborhood A is the maximum number of trips that new development can create without requiring additional environmental review for traffic. The current trip cap was evaluated in the FEIS/EIR. The prior trip cap for the ATEP site 19 April 2013 1-A 1-C 1-E p*Q (Valencia Av .- � ! I %.00 3 1-D ' �• 1-H %.... �• r �- �- 1-B r r o ell Ave, Jr ­ms• � ----- —'— I I ! 1-F i 1-113 I ' NOT TO SCALE ! Figure 6 Proposed Planning Area Boundaries 2.2.3.2 Bell Avenue Environmental Evaluation Similar to the GPA, the SPA would add to the circulation plan an extension of Bell Avenue as a Secondary Arterial with a Class II bike lane between Red Hill Avenue and Armstrong Avenue. The Project Traffic Study (Appendix A) determined that with the extension of Bell Avenue, increased roadway capacity is available in the circulation system. The Bell Avenue extension would reduce traffic congestion at the Red Hill Avenue/Warner Avenue intersection and the Red Hill Avenue/Valencia Avenue intersection, and provides an alternative route for motorists accessing Tustin Legacy. These factors permit the increase of the current vehicle trip cap for the MCAS Tustin Specific Plan. The trip cap for Neighborhood A is the maximum number of trips that new development can create without requiring additional environmental review for traffic. The current trip cap was evaluated in the FEIS/EIR. The prior trip cap for the ATEP site 19 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation was 5,470 ADT and for the City parcels 1,672 ADT. As detailed in section 3.16, with the construction of Bell Avenue, levels of peak -hour traffic congestion would decrease at several locations despite the increased development square footage included in the Project. The Traffic Study determined that, based on the size and configuration of the Bell Avenue extension, average daily trip (ADT) volumes (the measure used in establishing the MCAS Tustin Specific Plan trip cap) may be increased by 10,000 ADT without triggering significant adverse effects on the roadway system. This additional roadway capacity is proposed to be split evenly between properties owned by the City and SOCCCD (that is, each entity would be permitted an additional 5,000 ADT). The City anticipates that only about 25 percent of its allocation of 5,000 ADT (up to 1,250 ADT) would be used within Neighborhood A; the remaining trips (3,750 ADT) would be made available for additional development in other areas of Tustin Legacy. The full amount of these trips will not be needed because the City recently amended the MCAS Specific Plan to include government office uses in Neighborhood A to accommodate an expected relocation of the Army Reserve operations from the southern boundary of Tustin Legacy. A total of 1,250 ADT is sufficient for the Army Reserve operations. The specific location of where the balance of these trips will be assigned has not been determined and the City will determine at that time whether subsequent CEQA and traffic analysis may be needed when the trips are allocated to a specific location within Tustin Legacy. The proposed increase in trips is negligible compared to the overall MCAS Tustin Specific Plan planned trip count of 216,440 ADT. The City and SOCCCD are entering into an agreement for the funding and construction of Bell Avenue to ensure the roadway is timely constructed. Further, there are two other sources of trips that are assigned to Neighborhood A, but are not allocated to a specific parcel: (1) 6,220 trips associated with the "Tustin Facility" and (2) 2,683 trips related to commercial uses in Planning Area 1. The FEIS/EIR analyzed impacts assuming these 8,903 trips will be assigned to Neighborhood A parcels. However, with this project, the City has determined it is unlikely that these 8,903 unallocated trips will be assigned to parcels in Neighborhood A. The 5,000 trips being assigned to SOCCCD's parcel are less than the combined number of 8,903 unallocated trips, and therefore, as is demonstrated in the traffic impact analysis, the impacts are not expected to exceed that amount previously analyzed. The City will determine whether subsequent CEQA and traffic analysis will be needed when these 8,903 trips are assigned to a parcel. Until the City makes this determination, it is speculative to and not reasonable to assume the trips will be assigned to parcels in Neighborhood A. 2.2.3.3 Amended List of Allowed Land Uses in Neighborhood A Referencing the proposed planning areas shown in Figure 6, permitted land uses would be amended on PA 1-B, 1-E, 1-H, I -K, and I -L to explicitly include various types of complimentary commercial, office and light industrial uses, joint uses, and other collaborative arrangements to further SOCCCD's education objectives. The Conveyance Agreement, Long Range Academic and Facilities Plan, and ATEP Phase 3A Concept Plan all identify and permit various office and commercial uses, including (as a partial list): office and retail service uses; office facilities used for basic and applied research, testing, and consulting; and industrial/commercial business incubators supporting educational programs. The proposed changes to the list of allowed uses would remove ambiguity related to commercial and light industrial uses on the ATEP site. Such uses would be permitted in these planning areas only if the Exchange Agreement is executed. Additionally, such uses would be permitted in PA 1-B, but only in the event an exchange of land occurs between the City and SOCCCD and if an agreement is reached between the County and SOCCCD for County's future ownership of PA 1-1. Such uses would also be permitted in PA 1-1 in the event an exchange of land does not occur between the County of Orange and SOCCCD and an agreement is not reached between the County and SOCCCD for County's future ownership of PA 1-1. (This exchange of land was 20 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation analyzed in a prior Addendum to the FEIS/EIR, approved December 5, 2011 by the SOCCCD Board of Trustees, and is not part of this project.) All uses permitted by the SPA would continue to be subject to trip caps established by the Specific Plan, as amended by the analysis provided below in relation to additional development capacity resulting from the Bell Avenue extension. 2.2.3.4 Chane in Allowed Sauare Footage on ATEP Site Under the DA all buildings to be constructed on the SOCCCD Property will be designed only for Land Use Category 1 and Land Use Category 2 uses. Uses in Land Use Category 1 consist of uses that are education -oriented, including all facilities normally found on college campuses, such as classrooms; labs; administration facilities; student support; cafeteria and food services; bookstore; photocopy services; dormitory and student housing; workforce center; maintenance/security/storage facilities and structures; security and guard houses, gates and other security facilities and structures; student health services; other uses which include facilities for traditional and non-traditional advanced education (extension and/or advanced degree opportunities), adult education, continuing education, vocational, job and educational training, and other education and training. The educational activities in buildings categorized as Land Use Category 1 may be undertaken by public, non-profit or for-profit educational institutions; provided, however, that a substantial portion of the educational activities in Land Use Category 1 Building Area will be conducted by public or non-profit educational institutions. Building Area devoted to uses in Land Use Category 1 which are not strictly educational (Service Uses), e.g., food services, may be conducted by for-profit entities under contract with educational institutions without affecting the character of such Building Area as Land Use Category 1. In addition, educational institutions regularly agree to permit other entities to use facilities primarily devoted to education from time to time in exchange for a payment or other consideration. Also within Land Use Category 1 are other uses (Supportive Uses) that are accessory and subordinate with the educational uses above. Supportive uses support the educational purpose of the education -oriented uses described above, provided they do not exceed more than ten percent (10%) of the total Building Area developed under Land Use Category 1 including but not limited to the following: minor support commercial, office and retail service uses; a post office, medical/dental clinics; laboratories and office facilities used for basic and applied research, testing and consulting; industrial/commercial business incubators which support educational programs or provide educational opportunities, or commercial studios (i.e. sound stages and their support facilities, such as mill shops, technical production facilities, and production offices). Uses in Land Use Category 2 consist of non -educational, income producing uses, including private sector uses, provided that such uses do not adversely impact the trip cap under the MCAS Tustin Specific Plan or other environmental impact category thresholds in the CEQA Documentation, or require a Specific Plan Amendment or further environmental documentation. Up to 100 percent of the Building Area on the SOCCCD Property may be dedicated to Land Use Category 1 uses. At build -out, at least 51 percent of the building area on the SOCCCD property must be devoted to Land Use Category 1 Uses. The building area will not exceed that permitted pursuant to allocation of ADT's to the SOCCCD property. As specific development proposals are considered for the Project site, ADT calculations will be required, using the trip generation rates previously identified in the FEIS/EIR, to show that the trip cap is not exceeded. While a specific development proposal is not included in this analysis, two preliminary calculations have been produced to provide examples of typical development amounts that could result from development in two scenarios, described below and summarized in Table 7. 21 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation The first scenario assumes the ATEP site would be developed with approximately 51 percent academic uses (Land Use Category 1) and 49 percentgeneral office uses (Land Use Category 2). Usingthe FEIS/EIR trip generation rates, a total of 1,087,970 square feet of development (including 554,870 square feet of academic space and 533,100 square feet of office space) would be permitted on the ATEP campus. This is an increase in development capacity of 194,119 square feet from the 893,851 square feet previously permitted on the ATEP site. The second scenario assumes the ATEP site would be developed with 100 percent academic uses (Land Use Category 1). Again using the MCAS Tustin Specific Plan trip generation rates, a total of 1,710,780 square feet (all academic space) would be permitted on the ATEP campus. This is an increase in development capacity of 816,929 square feet from the 893,851 square feet previously permitted on the ATEP site. Table 7. Potential Development Scenarios within Trip Cap No specific development proposal for the project area is currently being considered by the City or SOCCCD. When there are specific development proposals, SOCCCD will analyze the proposed project and determine whether additional CEQA analysis will be needed at that time. This is consistent with the purpose of the FEIS/EIR document, which serves as a program -level document with subsequent activities being examined in greater detail through additional environmental analysis (CEQA Guidelines Section 15168). Limiting the scope of analysis in this Addendum to the Project elements that are known at this time is also consistent with CEQA Guidelines Section 15145, which discourages discussion of speculative impacts. 2.2.4 Development Agreement and Amended and Restated Conveyance Agreement between City and SOCCCD The Project includes a Development Agreement clarifying ministerial project review requirements to avoid duplicative reviews between the City and the Division of the State Architect and simplifying development review procedures. The Development Agreement is included within an Amended and Restated Conveyance Agreement and includes related implementation documents. 2.2.5 Infrastructure Construction and Payment Agreement for Bell Avenue Related to the construction of Bell Avenue, the City and SOCCCD have drafted an Infrastructure Construction and Payment Agreement (Bell Avenue Agreement), which delineates the design and construction responsibility, approval process and allocation of costs. The construction of Bell Avenue and this Agreement are part of the project analyzed by this Addendum. 22 April 2013 FEIS/EIR Development Scenario 1 (sq. ft.) Increase in Potential Scenario (sq. ft.) Development (sq. ft.) Academic (Land Use 893,851 554,870 Category 1) General Office (Land Use 533,100 Category 2) Total 893,851 1,087,970 194,119 Scenario 2 (sq. ft.) Academic (Land Use 893,851 1,710,780 816,929 Category 1) Total 893,851 1,710,780 816,929 No specific development proposal for the project area is currently being considered by the City or SOCCCD. When there are specific development proposals, SOCCCD will analyze the proposed project and determine whether additional CEQA analysis will be needed at that time. This is consistent with the purpose of the FEIS/EIR document, which serves as a program -level document with subsequent activities being examined in greater detail through additional environmental analysis (CEQA Guidelines Section 15168). Limiting the scope of analysis in this Addendum to the Project elements that are known at this time is also consistent with CEQA Guidelines Section 15145, which discourages discussion of speculative impacts. 2.2.4 Development Agreement and Amended and Restated Conveyance Agreement between City and SOCCCD The Project includes a Development Agreement clarifying ministerial project review requirements to avoid duplicative reviews between the City and the Division of the State Architect and simplifying development review procedures. The Development Agreement is included within an Amended and Restated Conveyance Agreement and includes related implementation documents. 2.2.5 Infrastructure Construction and Payment Agreement for Bell Avenue Related to the construction of Bell Avenue, the City and SOCCCD have drafted an Infrastructure Construction and Payment Agreement (Bell Avenue Agreement), which delineates the design and construction responsibility, approval process and allocation of costs. The construction of Bell Avenue and this Agreement are part of the project analyzed by this Addendum. 22 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation 2.2.6 Extension of Bell Avenue As part of the Project, a 1/3 -mile extension of Bell Avenue is proposed. This would extend Bell Avenue from its current terminus at Red Hill Avenue to a new intersection at Armstrong Avenue. The extension would be a Secondary Arterial -level roadway with a 92 -foot right-of-way, four travel lanes, a painted median allowing left turns, Class II bicycle lanes, and sidewalks. A signalized intersection may be located approximately at the midpoint along the roadway extension, depending on the future development configuration on either side of Bell Avenue. Construction of Bell Avenue is occur in 2017 would take approximately six to eight months. 3. Environmental Evaluation and Explanation of Checklist Responses This checklist and the following evaluation of environmental impacts take into consideration the preparation of an environmental document (the FEIS/EIR) which fully analyzed the Project. The Project does not involve any changes in development intensity or modification in development standards. The checklist and initial study evaluate whether the conditions identified in Sections 15162 and 15168 of the CEQA Guidelines have occurred and require the preparation of a subsequent EIR, supplemental EIR, ND, or MND. The following information is presented for each of the topical issues presented in the Initial Study environmental checklist: • Existing Conditions • Project Impact Evaluation o Potentially Significant Impact o Less than Significant with Mitigation o Less than Significant Impact o No Impact - a check mark in the No Impact box equates to No Substantial Change from Previous Analysis (FEIS/EIR) • Mitigation Measures • Sources 23 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist 3.1 Aesthetics 3.1.1 Existing Conditions Environmental Evaluation The existing ATEP campus buildings and associated parking (located north of Valencia Avenue) were constructed in 2007. Areas south of Valencia Avenue still have remnants of the former MCAS Tustin (constructed between 1943 and 1988), including asphalt -paved streets and parking lots, concrete sidewalks, building foundations, landscaping/groundcover, and underground utilities. All of the former military buildings on the SOCCCD parcels have been demolished. City -owned parcels contain remnants of the former MCAS Tustin. These structures have not been used in over a decade and are in varying stages of decay. 3.1.2 Project Impact Evaluation a) Would the project have a Potentially Less than Less than No substantial adverse effect on a Significant Significant Significant Impact scenic vista? Impact With Impact Mitigation Incorporation ❑ ❑ ❑ b) Would the project Potentially Less than Less than No substantially damage scenic Significant Significant Significant Impact resources, including, but not limited Impact With Impact to, trees, rock outcroppings, and Mitigation historic buildings within a state Incorporation scenic highway? ❑ ❑ ❑ C) Would the project Potentially Less than Less than No substantially degrade the existing Significant Significant Significant Impact visual character or quality of the Site Impact With Impact and its surroundings? Mitigation Incorporation d) Would the project create a Potentially Less than Less than No new source of substantial light or Significant Significant Significant Impact glare, which would adversely affect Impact With Impact day or nighttime views in the area? Mitigation Incorporation Response to a -d: No Impact Due to No Substantial Change from Previous Analysis. The Project would not cause aesthetic impacts that were not previously analyzed in the FEIS/EIR. The Project proposes to permit uses that are substantially the same as proposed in the Specific Plan and previously analyzed in the FEIS/EIR. Even though the Project would allow for increased building area and FAR, the proposed land exchange and 24 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation associated approvals would not change the future development condition that was analyzed in the FEIS/EIR because there would be no change to building height restrictions, setbacks, signage, and other development standards - the key elements that would affect aesthetics. The FEIS/EIR anticipated that former WAS buildings located on the Project site would be demolished and replaced with new construction. Visual changes to the Project vicinity have already occurred with the development of ATEP Phase I, the RSCCD's Sheriff's Training Academy, the County's Abused Children's Shelter, residential neighborhoods north and south of Valencia Avenue, the construction of the Tustin Unified School District's Heritage Elementary School, as well as the demolition of buildings on the ATEP site. There are no new or increased significant adverse project -specific or cumulative impacts with regard to aesthetics and visual quality that would occur as a result of the implementation of the Project. There is no new information relative to aesthetics and visual quality that was not in existence at the time the FEIS/EIR was prepared. Therefore, the Project and its implementation are consistent with the FEIS/EIR. No new mitigation measures are required in relation to impacts to aesthetics and visual quality. The visual impacts of planned construction in Neighborhood A were analyzed in the FEIS/EIR, and there would be no new or substantially different aesthetic impacts as a result of the Project. Future construction on the properties would comply with the site development standards in the Specific Plan. Therefore, the overall intensity of the future development and the general character of the Project site would not be substantially altered by the Project. The implementation of the Project would exchange properties between the District and City of Tustin. Future construction of the Project would continue the visual change from the abandoned military facilities onsite to an education- and public -services -oriented development. This visual change, as part of the overall visual change of the former base to the larger Tustin Legacy development was not a significant impact in the FEIS/EIR. There are no designated scenic vistas in the Project area; therefore, the Project would not result in a substantial adverse effect on a scenic vista. The Project site is also not located within the vicinity of a designated state scenic highway. The Project would not change the conclusions of the historical analysis of the historic blimp hangars from the FEIS/EIR relative to visual changes since the Project would not affect these hangars. Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to aesthetics. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR were certified as complete. Mitioation/Monitorino Reauired: No new impacts or substantially more severe aesthetic impacts would result from the approval and implementation of the Project; therefore, no new or revised mitigation measures are required for aesthetics and visual quality. In addition, there are no applicable mitigation measures contained in the City's 2012 City of Tustin Annual MMRP Report (2012 MMRP) for the FEIS/EIR with regard to aesthetics and visual quality. No refinements related to the Project are necessary to the FEIS/EIR mitigation measures and no new mitigation measures are required. 25 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Mitioation/MonitorinO Measures Not BeinO Implemented: Mitigation Measure Vis -1, regarding urban design plan adoption in conjunction with any zoning ordinance amendments, is the responsibility of others to implement, and therefore is not within the Project's responsibility to implement. Sources: Field Observations ATEP Phase 3A Concept Plan Addendum/Initial Study LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP as amended by the October and November 2008 Erratas (LRP) ATEP LARP as amended by the October 2008 Errata FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 3-84, 4-109 through 4-114), Addendum (pp. 5-3 through 5-8), and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) Tustin General Plan 2012 City of Tustin Annual Mitigation Monitoring Reports City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 26 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist 3.2 Agriculture and Forest Resources 3.2.1 Existing Conditions Environmental Evaluation There were no agricultural uses on the Site in the recent past. There are currently no agricultural uses on the Site. 3.2.2 Project Impact Evaluation a) Would the project convert Potentially Less than Less than No Prime Farmland, Unique Farmland, Significant Significant Significant Impact or Farmland of Statewide Impact With Impact Importance (Farmland), as shown on Mitigation the maps prepared pursuant to the Incorporation Farmland Mapping and Monitoring ❑ ❑ ❑ Program of the California Resources Agency, to non-agricultural use? b) Would the project conflict Potentially with existing zoning for agricultural Significant use, or a Williamson Act contract? Impact Less than Significant With Mitigation Incorporation Less than No Significant Impact Impact C) Would the project conflict Potentially Less than Less than No with existing zoning for, or cause Significant Significant Significant Impact rezoning of, forest land, timberland, Impact With Impact or timberland zoned Timberland Mitigation Production? Incorporation ❑ ❑ ❑ d) Result in the loss of forest Potentially Less than Less than No land or conversion of forest land to Significant Significant Significant Impact non -forest use? Impact With Impact Mitigation Incorporation e) Would the project involve Potentially Less than Less than No other changes in the existing Significant Significant Significant Impact environment, which, due to their Impact With Impact location or nature, could result in Mitigation conversion of Farmland, to non- Incorporation agricultural use? Response to a -e: 27 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation No Impact Due to No Substantial Change from Previous Analysis. The Project would not cause impacts to agriculture and forest resources that were not previously analyzed in the FEIS/EIR. There continue to be no agricultural resources on the property. There are no new or increased significant adverse project - specific or cumulative impacts with regard to agricultural resources that are identified as a result of the approval and implementation of the Project. The impacts of the development of the properties has already been analyzed in the FEIS/EIR. There is no new information relative to agricultural resources that was not in existence at the time the FEIS/EIR was prepared. Therefore, no new mitigation measures are required in relation to impacts to agricultural resources. Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to agricultural resources. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR was certified as complete. Mitigation Monitoring Reauired: In certifying the FEIS/EIR, the Tustin City Council adopted Findings of Fact and Statement of Overriding Considerations on January 16, 2001 concluding that impacts to agricultural resources on other areas of MCAS Tustin were unavoidable (Resolution No. 00-90). No mitigation is required. Mitioation/MonitorinO Not BeinO Implemented: No new impacts or substantially more severe impacts will result from the District's and County's approval and implementation of the Project; therefore, no new or revised mitigation measures are required for agricultural resources. In addition, there are no applicable mitigation measures contained in the City's approved MMRP for the FEIS/EIR with regard to agricultural resources. No refinements are necessary to the FEIS/EIR mitigation measures and no new mitigation measures are required. Sources: Field Observations ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP as amended by the October and November 2008 Erratas ATEP LRAP as amended by the October 2008 Errata FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 3-84, 4-109 through 4-114), Addendum (pp. 5-8 through 5-10), and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) Tustin General Plan 2012 City of Tustin Annual Mitigation Monitoring Reports City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 28 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist 3.3 Air Quality 3.3.1 Existing Conditions Environmental Evaluation The Site is presently not in use. Former military buildings on the ATEP site have been demolished. Remnant structures remain on City -owned lands. 3.3.2 Project Impact Evaluation a) Would the project conflict Potentially Less than Less than No with or obstruct implementation of Significant Significant Significant Impact the applicable air quality plan? Impact With Impact emissions, which exceed quantitative thresholds for ozone Mitigation precursors)? Incorporation b) Would the project violate Potentially Less than Less than No any air quality standard or contribute :Significant Significant Significant Impact substantially to an existing or Impact With Impact projected air quality violation? Mitigation Incorporation C) Would the project result in a Potentially Less than Less than No cumulatively considerable net Significant Significant Significant Impact increase of any criteria pollutant for Impact With Impact which the project region is non- Mitigation attainment under an applicable Incorporation federal or state ambient air quality standard (including releasing emissions, which exceed quantitative thresholds for ozone precursors)? d) Would the project expose Potentially Less than Less than No sensitive receptors to substantial Significant Significant Significant Impact pollutant concentrations? Impact With Impact Mitigation Incorporation ❑ ❑ ❑ e) Would the project create Potentially Less than Less than No objectionable odors affecting a Significant Significant Significant Impact substantial number of people? Impact With Impact Mitigation Incorporation ❑ ❑ ❑ 29 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Response to a -e: No Impact Due to No Substantial Change from Previous Analysis. The Project would not cause impacts to air quality that were not previously analyzed in the FEIS/EIR. The Tustin City Council adopted Findings and a Statement of Overriding Considerations for the FEIS/EIR on January 16, 2001 to address significant unavoidable short-term (construction), long-term (operational), and cumulative air quality impacts for the Specific Plan. The City also adopted mitigation measures (AQ -1, AQ -2, AQ -3, and AQ -4) to reduce these unavoidable adverse impacts. Consistent with the findings in the FEIS/EIR, implementation of future development on the Project site could result in significant unavoidable short-term construction air quality impacts because it is a part of the "project" analyzed in the FEIS/EIR for which this finding was made. Construction activities associated with the Project site were previously addressed in the FEIS/EIR. The Proposed Project modifies the project analyzed in the FEIS/EIR by including an extension to Bell Avenue, construction of between 194,109 and 816,929 square feet of academic and office space beyond the previously -analyzed amounts, and an increase in the trip cap. These modifications to the original MCAS Tustin Specific Plan project are assessed in a technical report titled Air Quality and Greenhouse Gas Impact Analyses (AQIA), prepared by Giroux & Associates in April 2013 (Appendix B). As shown in Table 8, construction -period emissions resulting from the development of Bell Avenue and the subsequent construction of buildings on the Project site would be below South Coast Air Quality Management District (SCAQMD) daily emissions thresholds for construction, and there would be not be a significant construction -period air quality impact from the Project. Table S. Construction Activity Emissions As shown in Table 9, operational emissions resulting from an increased trip cap of 10,000 ADT would be below SCAQMD daily emissions thresholds for operations, and there would not be a significant operational -period air quality impact from the Project. Table 9. Operational Period Emissions ROG Maximum Daily Emissions (pounds/day) NOx CO S02 PM -10 PM -2.5 2014 (Bell Avenue Construction) 6.4 50.8 30.2 0.1 9.8 6.3 2020 (Facilities Construction) 68.1 35.6 42.8 0.1 8.9 5.3 2021 (Facilities Construction) 67.8 26.4 41.3 0.1 8.8 1.3 SCAQMD Threshold 75 100 550 150 150 55 Exceeds Threshold? No No No No No No Maximum daily emissions assume implementation of all standard SCAQMD requirements. Source: AQIA Table 9 (Appendix B). SCAQMD Threshold 55 55 As shown in Table 9, operational emissions resulting from an increased trip cap of 10,000 ADT would be below SCAQMD daily emissions thresholds for operations, and there would not be a significant operational -period air quality impact from the Project. Table 9. Operational Period Emissions 30 April 2013 Maximum Daily Emissions (pounds/day) Source ROG NOx CO S02 PM -10 PM -2.5 Area 21.4 0.0 0.0 0.0 0.0 0.0 Energy 0.4 3.5 2.9 0.0 0.3 0.3 Mobile 19.8 35.8 156 0.8 80.6 3.8 Total 41.6 39.3 158.9 0.8 80.9 4.1 SCAQMD Threshold 55 55 550 150 150 55 Exceeds Threshold? No No No No No No 30 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Source: AQIA Table 11 (Appendix B) Based on the above analysis (with additional detail, including modeling results, in Appendix B), there would be no new or increased significant adverse project -specific or cumulative impacts with regard to air quality that would occur as a result of the approval and implementation of the Project that was not previously analyzed in the FEIS/EIR. There is no substantial new information that shows there will be different or more significant long-term and/or cumulative impacts on the environment as a result of the Project than described in the FEIS/EIR. Therefore, the Project and its implementation are consistent with and previously analyzed in the FEIS/EIR and no new mitigation measures are required in relation to impacts to air quality. Although the Project analyzed in this Addendum would not independently create significant air quality impacts, the broader project on the MCAS Tustin site was found in the FEIS/EIR to result in significant unavoidable air quality impacts. Consistent with these findings, development on the Project site could also result in significant unavoidable long-term and cumulative air quality impacts because it is part of the "project" analyzed in the FEIS/EIR for which this finding was made. Mitigation measures included in the FEIS/EIR will be implemented as appropriate by the City and SOCCCD. The City and SOCCCD will implement Mitigation Measures AQ -1 through AQ -3. The implementation of Mitigation Measure AQ -4 is the responsibility of the City and/or the City of Irvine, and is not within the responsibility of the SOCCCD. Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to air quality. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR was certified as complete. Mitioation/Monitorino Required: Specific air quality mitigation measures have been adopted by the Tustin City Council in certifying the FEIS/EIR for both operational and construction -related activities for development at Tustin Legacy. The mitigation measures for air quality impacts that are applicable to the Project during the future implementation stages (i.e., construction) include Mitigation Measures AQ -1 and AQ -2. The City and SOCCCD would implement Mitigation Measure AQ -1 by complying with South Coast Air Quality Management District Rules to reduce short-term air pollutant emissions. Mitigation Measure AQ -2 would be implemented by requiring the use of low volatile organic compound (VOC) architectural coatings for all interior and exterior painting operations. Mitigation Measure AQ -3 which relates to Transportation Demand Management Plan (TDM) will be implemented for new non-residential projects with 100 or more employees and expanded projects where additional square footage would result in a total of 100 or more employees. As stated above, the FEIS/EIR also concludes that Specific Plan -related operational air quality impacts are significant and cannot be fully mitigated. 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 associated with all development of the Specific Plan. No new mitigation measures are required. The Project will implement the relevant mitigation measures of the 2012 MMRP that are applicable to the Project. 31 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Mitioation/MonitorinO Not BeinO Implemented: All relevant mitigation measures will be implemented by the City and SOCCCD (AQ -1 through AQ -3) or the City independently (AQ -4). Sources: Field Observations ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP as amended by the October and November 2008 Erratas ATEP LRAP as amended by the October 2008 Errata FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 3-143 through 3-153, pp. 4-207 through 4-230, pp. 7-41 through 7-42, and Addendum (pp. 5-10 through 5-28) and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) Resolution No. 00-90 Tustin General Plan 2012 City of Tustin Annual Mitigation Monitoring Reports City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 District Conveyance Agreement Stantec - Traffic Study (Appendix A) Giroux & Associates - Air Quality and Greenhouse Gas Impact Analyses (Appendix B) 32 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist 3.4 Biological Resources 3.4.1 Existing Conditions Environmental Evaluation Underground and surface -level features of former military buildings, asphalt -paved streets and parking lots, concrete sidewalks and pads, and landscaping/groundcover from the former MCAS Tustin facilities are scattered across the Project site. There is no southwestern pond turtle habitat on the Project site. 3.4.2 Project Impact Evaluation a) Would the project have a Potentially Less than Less than No substantial adverse effect, either Significant Significant Significant Impact directly or through habitat Impact With Impact modifications, on any species Mitigation identified as a candidate, sensitive, Incorporation or special status species in local or regional plans, policies, or regulations, or by the California Department of Fish and Wildlife or U.S. Fish and Wildlife Service? b) Would the project have a Potentially Less than Less than No substantial adverse effect on any Significant Significant Significant Impact riparian habitat or other sensitive Impact With Impact natural community identified in local Mitigation or regional plans, policies, Incorporation regulations, or by the California Department of Fish and Wildlife or U.S. Fish and Wildlife Service? ❑ ❑ ❑ C) Would the project have a I Potentially Less than substantial adverse effect on ;Significant Significant federally protected wetlands as Impact With defined by Section 404 of the Clean Mitigation Water Act (including, but not limited Incorporation to, marsh, vernal pool, coastal, etc.) through direct removal, filling, hydrological interruption, or other means? d) Would the project 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? Less than No Significant Impact Impact Potentially Less than Less than No Significant Significant Significant Impact Impact With Impact Mitigation Incorporation 33 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation ❑ ❑M ❑ e) Would the project conflict Potentially Less than Less than No with any local policies or ordinances Significant Significant Significant Impact protecting biological resources, such Impact With Impact as a tree preservation policy or Mitigation ordinance? Incorporation ❑ ❑ ❑ f) Would the project conflict Potentially Less than Less than No with the provisions of an adopted :Significant Significant Significant Impact Habitat Conservation Plan, Natural Impact With Impact Community Conservation Plan, or Mitigation other approved local, regional, or Incorporation state habitat conservation plan? Responses to a -f: No Impact Due to No Substantial Change from Previous Analysis. The Project would not cause impacts to biological resources that were not previously analyzed in the FEIS/EIR. The FEIS/EIR analyzed the future development of the whole of Neighborhood A and the associated biological impacts. No new areas will be developed under the Project. There are no new or increased significant adverse project -specific or cumulative impacts with regard to biological resources that would occur as a result of the adoption and implementation of the Project. In 2010, the U.S. Army Corps of Engineers (ACOS), Regional Water Quality Control Board (RWQCB), and California Department of Fish and Game (CDFG) determined that the ATEP Site does not contain land that is subject to their jurisdiction or that warrants their oversight. There is no other new information relative to biological resources that was not in existence at the time the FEIS/EIR was prepared. Therefore, the Project and its implementation are consistent with the FEIS/EIR and no new mitigation measures are required in relation to impacts on biological resources. Based on current delineations of wetlands and jurisdictional waters, the Project will not affect wetlands or jurisdictional waters. The impacts resulting from the implementation of the Project, if any, would be those identified in the FEIS/EIR. Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to biological resources. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR was certified as complete. Mitioation/MonitorinO Reauired: The mitigation measures applicable during implementation of the Project have been identified in the City's 2012 MMRP. No refinements are necessary to the FEIS/EIR mitigation measures and no new mitigation measures are required for implementation (i.e., construction) of the Project. The Project will implement the relevant mitigation measures of the adopted MMRP and as stated in the 2012 MMRP. The City and SOCCCD would not need to implement Mitigation Bio -1 because the Project would not affect jurisdictional waters of the U.S. or vegetated wetlands. With regard to Mitigation 34 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Bio -2, Bio -3, and Bio -4, which deal with capture and relocation of pond turtles and restoration of pond turtle habitat, these measures do not apply to the Project because no ponds exist on the Project site. Miti£dation/MonitorinO Not Bein-d Imolemented: As discussed above, an additional survey on the Project site will be conducted prior to obtaining a grading permit as required by the existing mitigation measures. If the Site continues to reveal no presence of southwestern pond turtles, Mitigation Measures Bio -1, Bio - 2, Bio -3, and Bio -4 would not be implemented as part of the Project. Sources: Field Observations ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP EIR Addendum as amended by November 2008 Errata ATEP LRP as amended by the October and November 2008 Erratas ATEP LRAP as amended by the October 2008 Errata FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 3-75 through 3-82, pp. 4-103 through 4-108, pp. 7-26 through 7-27, and Addendum (pp. 5-28 through 5-40) and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) Tustin General Plan 2012 City of Tustin Annual Mitigation Monitoring Reports City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 35 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist 3.5 Cultural and Paleontological Resources 3.5.1 Existing Conditions Environmental Evaluation Numerous archaeological surveys have been conducted at the former MCAS Tustin Site. There are no cultural resources identified on the Project site in the FEIS/EIR. 3.5.2 Project Impact Evaluation a) Would the project cause a Potentially Less than Less than No substantial adverse change in the Significant Significant Significant Impact significance of a historical resource Impact With Impact as defined in §15064.5? Mitigation Incorporation b) Would the project cause a ' Potentially Less than substantial adverse change in the :Significant Significant significance of an archaeological Impact With resource pursuant to X15064.5? Mitigation Incorporation C) Would the project directly or Potentially Less than indirectly destroy a unique :Significant Significant paleontological resource or Site or Impact With unique geologic feature? Mitigation Incorporation Less than No Significant Impact Impact Less than No Significant Impact Impact d) Would the project disturb Potentially Less than Less than No any human remains, including those :Significant Significant :Significant :Impact interred outside of formal ;Impact ;With Impact cemeteries? Responses to a -d: Mitigation Incorporation No Impact Due to No Substantial Change from Previous Analysis. The Project would not cause impacts to cultural resources that were not previously analyzed in the FEIS/EIR. The Project proposes to develop the same areas as proposed in the Specific Plan and previously analyzed in the FEIS/EIR. The Project would not cause impacts to cultural resources. The impacts of the Specific Plan on cultural resources, including any that may be present on the Project site, were considered in the FEIS/EIR. It is possible that previously unidentified buried archeological or paleontological resources within the Project site could be discovered during grading and other construction activities. With the inclusion of Mitigation Measures Arch -2, Paleo-1 and Paleo-2, which require construction monitoring for cultural and paleontological resources, potential impacts to these resources can be reduced to a level of insignificance as found in the FEIS/EIR. 36 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to cultural and paleontological resources. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR was certified as complete. Mitioation/Monitorino Reouired: The City and SOCCCD would implement Mitigation Measure Arch -2 by retaining a County -certified archaeologist and conducting the required consultations prior to obtaining grading permits. The City and SOCCCD would implement Mitigation Measures Paleo-1 and Paleo-2 by retaining a County -certified paleontologist and complying with the requirements of the established Paleontology Resources Management Plan (PRMP) for Tustin Legacy. Mitioation/MonitorinO Not BeinO Implemented: Other mitigation measures for cultural resources in the FEIS/EIR and City's 2012 MMRP are not applicable to the Project site and are the responsibility of others to implement. Sources: Field Observations ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP as amended by the October and November 2008 Erratas ATEP LRAP as amended by the October 2008 Errata FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 3-68 through 3-74, pp. 4-93 through 4-102, pp. 7-24 through 7-26, Addendum (pp. 5-40 through 5-45) and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) 2012 City of Tustin Annual Mitigation Monitoring Reports City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 37 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist 3.6 Geology and Soils 3.6.1 Existing Conditions Environmental Evaluation There are no known geotechnical conditions that would preclude implementation of the Project. Geotechnical conditions on the Project site are similar to geotechnical conditions throughout Tustin Legacy. 3.6.2 Project Impact Evaluation a) Would the project expose Potentially Less than Less than No people or structures to potential Significant Significant ' Significant Impact substantial adverse effects, Impact With Impact including the risk of loss, injury, or Mitigation Impact death involving: Incorporation Mitigation i) Rupture of a known death involving: Mitigation earthquake fault, as delineated on death involving: the most recent Alquist-Priolo Incorporation E Earthquake Fault Zoning Map issued ii) Strong seismic ground El by the State Geologist for the area or El z based on other substantial evidence of a known fault? Refer to Division of Mines and Geology Special Publication 42. a) Would the project expose Potentially Less than Less than No people or structures to potential Significant Significant Significant Impact substantial adverse effects, Impact With Impact Mitigation including the risk of loss, injury, or death involving: Mitigation Incorporation death involving: E Incorporation E including liquefaction? ii) Strong seismic ground El El El z shaking? a) Would the project expose Potentially Less than Less than No people or structures to potential Significant Significant Significant Impact substantial adverse effects, Impact With Impact including the risk of loss, injury, or Mitigation death involving: Incorporation iii) Seismic -related ground failure, E E E including liquefaction? a) Would the project expose Potentially Less than Less than No people or structures to potential Significant Significant Significant Impact substantial adverse effects, :Impact With Impact including the risk of loss, injury, or Mitigation death involving: Incorporation iv) Landslides? E E I E 38 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation b) Would the project result in Potentially Less than Less than No substantial soil erosion or the loss of Significant Significant Significant Impact topsoil? Impact With Impact Mitigation Incorporation ❑ ❑ ❑ C) Would the project be located :Potentially Less than Less than No on a geologic unit or soil that is Significant Significant Significant Impact unstable, or that would become :Impact With Impact unstable as a result of the project, Mitigation and potentially result in on-site or Incorporation off-site landslide, lateral spreading, subsidence, liquefaction or collapse? d) Would the project be located Potentially Less than Less than No on expansive soil, as defined in Significant Significant Significant Impact Table 18-1-B of the Uniform Building Impact With Impact Code (1994), creating substantial Mitigation risks to life or property? Incorporation e) Would the project have soils Potentially Less than Less than No incapable of adequately supporting Significant Significant Significant Impact the use of septic tanks or alternative Impact With Impact waste water disposal systems where Mitigation sewers are not available for the Incorporation disposal of waste water? Responses to a -e: No Impact Due to No Substantial Change from Previous Analysis. Implementation of the Project would not cause any direct impacts to geology and soils. The Project proposes to develop the same areas as proposed in the Specific Plan and previously analyzed in the FEIS/EIR. There are no new or increased significant adverse project -specific or cumulative impacts with regard to geology and soils that are identified as a result of the adoption and implementation of the Project. There is no new information relative to geology and soils that was not in existence at the time the FEIS/EIR as prepared. Therefore, the Project and its implementation are consistent with the FEIS/EIR and no new mitigation measures are required in relation to impacts to geology and soils. The FEIS/EIR found that impacts to soils and geology resulting from implementation of the 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). The FEIS/EIR 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 geotechnical issues. No substantial change is expected during implementation of the Project from the analysis previously completed in the certified FEIS/EIR. 39 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to geology and soils. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR was certified as complete. Mitioation/Monitorino Reauired: No new impacts or substantially more severe impacts will result from the adoption and implementation of the Project; therefore, no new or revised mitigation measures are required for geology and soils. In addition, there are no mitigation measures contained in the City's 2012 MMRP with regard to geology and soils. No refinements are necessary to the FEIS/EIR mitigation measures and no new mitigation measures are required. Mitioation/MonitorinO Not BeinO Implemented: There are no new or revised mitigation measures for geology and soils. In addition, there are no mitigation measures contained in the City's 2012 MMRP with regard to geology and soils. Sources: Field Observations ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP as amended by the October and November 2008 Erratas ATEP LRAP as amended by the October 2008 Errata FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 3-88 through 3-97, pp. 4-115 through 4-123, pp. 7-28 through 7-29, and Addendum (pp. 5-46 through 5-49) and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) Tustin General Plan 2012 City of Tustin Annual Mitigation Monitoring Reports City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 40 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation 3.7 Greenhouse Gas Emissions 3.7.1 Existing Conditions Emitting greenhouse gases (GHGs) into the atmosphere is not itself an adverse environmental effect. Rather, it is the increased accumulation of GHGs in the atmosphere that may result in global climate change. The consequences of that climate change can cause adverse environmental effects. Due to the complex physical, chemical, and atmospheric mechanisms involved in global climate change, it is not possible to predict the specific impact, if any, to global climate change from one project's relatively small incremental increase in emissions. 3.7.2 Project Impact Evaluation a) Would the project generate Potentially Less than Less than No greenhouse gas emissions, either Significant Significant Significant Impact directly or indirectly, that may have a Impact With Impact significant impact on the Mitigation environment? Incorporation b) Would the project conflict Potentially Less than Less than No with an applicable plan, policy, or ' Significant Significant Significant Impact regulation adopted for the purpose " Impact With Impact of reducing the emissions of Mitigation greenhouse gases? Incorporation El ❑ ❑ Responses to a -b: No Impact Due to No Substantial Change from Previous Analysis. Implementation of the Project would not result in any substantial increase in GHG emissions compared to the Specific Plan analyzed in the FEIS/EIR. The Project modifies the project analyzed in the FEIS/EIR by including an extension to Bell Avenue, construction of academic and office space beyond the previously -analyzed amounts, and an increase in the trip cap. These modifications to the MCAS Tustin Specific Plan as amended project are assessed in the AQIA (Appendix B). In order to assess the GHG emissions impacts, the AQIA report assumed the construction of an additional 816,929 square feet of academic space beyond that currently permitted. The report also analyzed the impacts associated with 194,109 square feet of academic and office space; however, because the larger amount of square feet would result in greater emissions, the following only references the emissions associated with the greater square footage number. Emissions associated with the lower square footage number can be found in Appendix B. Table 10 shows calculated GHG emissions resulting from Project implementation. The table includes operational emissions as well as construction emissions amortized over 30 years, as required by SCAQMD. On December 5, 2008 the SCAQMD Governing Board adopted an interim quantitative GHG Significance Threshold for industrial projects where the SCAQMD is the lead agency (e.g., stationary source permit projects, rules, plans, etc.) of 10,000 metric tons (MT) of CO2 equivalent per year. The threshold applies primarily to industrial facilities. No threshold for residential or commercial development has been promulgated. In the absence of any adopted thresholds for roadway and commercial facilities projects, the AQIA uses the 10,000 MT/year recommendation as a guideline for this impact analysis. 41 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Table 10. Greenhouse Gas Emissions Source Metric Tons of CO2e (tons/year) Business as Usual Reduction* Residual Energy Utilization 4,055.1 30.2% 2,830.5 Mobile (Transportation) 6,241.8 18.5% 5,087.1 Solid Waste Generation 483.1 0.0% 483.1 Water Consumption 392.1 19.0% 317.6 Annualized Construction 55.1 0.0% 55.1 Total 11,227.2 21.8%** 8,773.4 SCAQMD Interim Threshold 10,000 10,000 Exceeds Threshold? Yes No Source: AQIA Tables 15 and 16 (Appendix B). * Reduction based on in-place programs by 2020 ** Weighted average The GHG emissions identified in Table 10 provides two scenarios. The first scenario assumes the continuation of "business as usual" (BAU) practices throughout the Project development timeframe and the second assumes implementation of existing programs that when implemented, will substantially reduce the GHG emissions associated with transportation and energy consumption as the major contributors to operational GHG emissions. These programs include the Corporate Average Fuel Efficiency (CAFE) standards, the Renewable Portfolio Standards (RPS), the Low Carbon Fuel Standard, and required electrical energy efficiency increases associated with building construction. Existing mandatory programs will reduce statewide GHG emissions by varying amounts depending on the source of the activity that results in GHG emissions. The reductions listed in Table 10 are exclusive of any additional initiatives undertaken by SOCCCD for GHG reduction, which are likely to include, but not be limited to Leadership in Energy and Environmental Design (LEED) certification of buildings. With the implementation of the established programs, the projected GHG emissions will be reduced below the adopted SCAQMD interim threshold for GHG emissions, and there would not be a significant operational - period air quality impact from the Project. Therefore, there are no new or increased significant adverse project -specific or cumulative impacts with regard to GHG emissions that are identified as a result of the adoption and implementation of the Project. The Project and its implementation are consistent with the FEIS/EIR and, no new mitigation measures are required in relation to impacts to GHG emissions. Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to climate change. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR was certified as complete. 42 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Mitioation/Monitorino Reauired: No new impacts or substantially more severe impacts would result from implementation of the Project; therefore, no new or revised mitigation measures are required with regard to climate change. In addition, there are no mitigation measures contained in the City's 2012 MMRP for the Specific Plan FEIS/EIR with regard to GHG emissions. No refinements are necessary to the FEIS/EIR mitigation measures and no new mitigation measures are required. Mitioation/MonitorinO Not BeinO Implemented: There are no new or revised mitigation measures for climate change, and no mitigation measures are contained in the City's 2012 MMRP for the Specific Plan/Reuse Plan FEIS/EIR with regard to climate change. Sources: ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP, as amended by the October and November 2008 Erratas ATEP LRAP, as amended by the October 2008 Errata FEIS/EIR for Disposal and Reuse of MCAS Tustin MCAS Tustin Specific Plan/Reuse Plan District Conveyance Agreement Tustin General Plan Irvine Ranch Water District 2005 Urban Water Management Plan, November 2005 Irvine Ranch Water District 2000 Water Resources Master Plan Stantec - Traffic Study (Appendix A) Giroux & Associates - Air Quality and Greenhouse Gas Impact Analyses (Appendix B) 43 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation 3.8 Hazards and Hazardous Materials 3.8.1 Existing Conditions The entire MCAS Tustin site was reviewed for hazardous materials prior to start of redevelopment activities. Federal regulations require the Navy to complete remediation of hazardous materials prior to conveyance of properties to other landowners. Portions of the Project site are presently undergoing remediation, and therefore remain under Navy ownership. These areas are available for limited used by the future owners (the City and SOCCCD) under a LIFOC agreement. They will not be conveyed to the future owners until the Navy determines that its remediation of hazards and hazardous materials in these areas have sufficiently progressed to the point that the property can safely be developed. Asbestos -containing materials (ACMs) and lead-based paint (LBP) were identified in previous surveys within the Project site. There are well-established existing laws and procedures for remediating these two conditions. Remediation of these conditions have been addressed as part of a building demolition program on SOCCCD properties, and will also be implemented by the City as demolition proceeds on their properties. The demolition work was previously approved by the SOCCCD and is not a part of the Project. The presence of these two conditions in the military buildings has been thoroughly analyzed in the previously -certified FEIS/EIR, and does not affect the implementation of the Project. 3.8.2 Project Impact Evaluation a) Would the project create a 'Potentially ;Less than Less than No significant hazard to the public or Significant Significant Significant Impact the environment through the routine Impact With Impact transport, use, or disposal of Mitigation hazardous materials? Incorporation b) Would the project create a Potentially Less than Less than No significant hazard to the public or Significant Significant Significant Impact the environment through reasonably Impact With Impact foreseeable upset and accident Mitigation conditions involving the release of Incorporation hazardous materials into the environment? ❑ ❑ ❑ C) Would the project emit Potentially hazardous emissions or handle Significant hazardous or acutely hazardous Impact materials, substances, or waste within one-quarter mile of an existing or proposed school? Less than Significant With Mitigation Incorporation Less than No Significant Impact Impact 44 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist d) Would the project be located Potentially on a Site, which is included on a list Significant of hazardous materials Sites Impact 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 Potentially an airport land use plan or, where Significant such a plan has not been adopted, Impact 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 Potentially vicinity of a private airstrip, would the _ Significant project result in a safety hazard for Impact people residing or working in the project area? g) Would the project impair Potentially implementation of or physically Significant interfere with an adopted emergency Impact response plan or emergency evacuation plan? Environmental Evaluation Less than Less than No Significant Significant Impact With Impact Mitigation Incorporation ❑ ❑ Less than Less than No Significant Significant Impact With Impact Mitigation Incorporation Less than Significant With Mitigation Incorporation Less than Significant With Mitigation Incorporation Less than No Significant Impact Impact Less than No Significant Impact Impact h) Would the project expose Potentially Less than Less than No people or structures to a significant Significant Significant Significant Impact risk of loss, injury or death involving Impact With Impact wildland fires, including where Mitigation wildlands are adjacent to urbanized Incorporation areas or where residences are intermixed with wildlands? ❑ ❑ ❑ Responses to a -h: No Impact Due to No Substantial Change from Previous Analysis. Implementation of the Project will not cause any direct impacts to hazards and hazardous materials. There are no new or increased significant adverse project -specific or cumulative impacts with regards to hazards and hazardous materials that are identified as a result of the adoption and implementation of the Project. There is no new information relative to hazards and hazardous materials that was not in existence at the time the FEIS/EIR was prepared. Therefore, the Project and its implementation are consistent with the FEIS/EIR and no new mitigation measures are required in relation to impacts from hazards and hazardous materials. 45 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation The FEIS/EIR included a detailed discussion of the historic and then -current hazardous material use and hazardous waste generation within the Specific Plan area. The Navy is responsible for planning and executing environmental restoration programs in response to releases of hazardous substances for MCAS Tustin. The FEIS/EIR 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 Navy would implement various remedial actions pursuant to the Compliance Programs that would remove, manage, or isolate potentially hazardous substances in soils and groundwater. As identified in the FEIS/EIR, the Project site is within the boundaries of the Airport Environs Land Use Plan (AELUP) and is subject to height restrictions. The Project does not propose changes to the 100 -foot height limitation included in the Specific Plan. The Project site is not located in a wildland fire hazard area. Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to hazards and hazardous materials. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR was certified as complete. Mitigation/Monitoring Reauired: No new impacts or substantially more severe impacts will result from implementation of the Project; therefore, no new or revised mitigation measures are required with regard to hazards and hazardous materials. In addition, there are no mitigation measures contained in the City's 2012 MMRP with regard to hazards and hazardous materials. No refinements are necessary to the FEIS/EIR mitigation measures and no new mitigation measures are required. Mitioation/MonitorinO Not BeinO Implemented: There are no new or revised mitigation measures for hazards and hazardous materials, and no mitigation measures are contained in the City's 2012 MMRP for the Specific Plan/Reuse Plan FEIS/EIR with regard to hazards and hazardous materials. Sources: Field Observations ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP as amended by the October and November 2008 Erratas ATEP LRAP as amended by the October 2008 Errata Phase I Environmental Site Assessment Report for ATEP prepared by LandAmerica Assessment Corporation dated November 8, 2007 FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 3-106 through 3-117, pp. 4-130 through 4-138, pp. 7-30 through 7-31, and Addendum (pp. 5-49 through 5-55) and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) Navy's Draft Final Finding of Suitability to Transfer for Parcels 23, 29, 34, 35, and 36, and Portions of 1, 16, 17, 24, 27, 28, 40, and 41 (FOST), dated April 2, 2002, and the Finding of Suitability to Lease for Carve -Out Areas 5, 6, 7, 8, 9, 10, 11 (FOSE), dated April 26,2002 46 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Department of Navy correspondence and documents regarding the status of remediation efforts underway Documents related to the ATEP Campus that were reviewed at the report repository located at the former MCAS - EI Toro, Building 307 Final Amended Site Management Plan Fiscal Year 2009 Update - former Marine Corps Air Station Tustin, Tustin, CA, dated November 2008 and prepared by BRAC PMO West. Federal Conveyance document District Conveyance document Airport Environs Land Use Plan (AELUP) Tustin General Plan 2012 City of Tustin Annual Mitigation Monitoring Reports City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 47 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist 3.9 Hydrology and Water Quality 3.9.1 Existing Conditions Environmental Evaluation Surface water runoff from the Project site generally flows east to Armstrong Avenue to existing 72 -inch and 36 -inch diameter drainpipes and south to Warner Avenue to a planned 36 -inch diameter drainpipe. 3.9.2 Project Impact Evaluation a) Would the project violate any Potentially Less than Less than No water quality standards or waste Significant Significant Significant Impact discharge requirements? Impact With Impact Mitigation Incorporation ❑ ❑ ❑ b) Would the project ` Potentially substantially deplete groundwater Significant supplies or interfere substantially Impact 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)? X Less than Less than No Significant Significant Impact With Impact Mitigation Incorporation ❑ ❑ C) Would the project Potentially Less than substantially alter the existing Significant Significant drainage pattern of the Site or area, Impact With including through the alteration of Mitigation the course of a stream or river, in a Incorporation manner, which would result in substantial erosion or siltation on- or off-site? d) Would the project Potentially Less than substantially alter the existing Significant Significant drainage pattern of the Site or area, Impact With including through the alteration of Mitigation the course of a stream or river, or Incorporation substantially increase the rate or amount of surface runoff in a manner that would result in flooding on- or off-site? Less than No Significant Impact Impact Less thanNo Significant Impact Impact 48 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation e) Would the project create or Potentially Less than Less than No contribute runoff water, which would Significant Significant Significant Impact exceed the capacity of existing or Impact With Impact planned storm water drainage Mitigation systems or provide substantial Incorporation additional sources of polluted runoff? f) Would the project otherwise :Potentially Less than Less than No substantially degrade water quality? Significant Significant Significant Impact Impact With Impact Mitigation Incorporation ❑ ❑ ❑ g) Would the project place Potentially Less than Less than No housing within a 100 -year flood Significant Significant Significant Impact hazard area as mapped on a federal Impact With Impact Mitigation Flood Hazard Boundary or Flood Mitigation Incorporation Insurance Rate Map or other flood �❑ Incorporation ❑ I® hazard delineation map? ❑ ❑ ❑ ❑ ❑ ❑ h) Would the project place Potentially Less than Less than No within a 100 -year flood hazard area Significant Significant Significant Impact structures that would impede or Impact With Impact red i rect f lood flows? Impact Mitigation Mitigation Incorporation �❑ I❑ ❑ I® i) Would the project expose Potentially Less than Less than I No people or structures to a significant :Significant Significant Significant Impact risk of loss, injury or death involving Impact With Impact flooding, including flooding as a Mitigation result of the failure of a levee or Incorporation dam? j) Would the project inundation Potentially Less than Less than No by seiche, tsunami, or mudflow? Significant Significant Significant Impact Impact With Impact Mitigation Incorporation ❑ ❑ ❑ Responses to a -j: No Impact Due to No Substantial Change from Previous Analysis. The Project will not cause direct impact to hydrology and water quality. While the project would permit an increased development square footage, all such development would be required to comply with then -current Water Quality Management Plan 49 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation (WQMP) requirements imposed by the Santa Ana Regional Water Quality Control Board. Additionally, the Project does not include any change to setbacks or other development standards that impact drainage. Any changes in drainage resulting from construction of Bell Avenue will be compliant with the master drainage plan in place for MCAS Tustin, as analyzed in the FEIS/EIR. Construction of the roadway will also require preparation of a WQMP. There are no new or increased significant adverse project -specific or cumulative impacts with regard to hydrology/water quality that are identified as a result of the adoption and implementation of the Project. There is no new information relative to hydrology/water quality that was not in existence at the time the FEIS/EIR was prepared. Therefore, the Project and its implementation are consistent with the FEIS/EIR and no new mitigation measures are required in relation to impacts to hydrology/water quality. As concluded in the FEIS/EIR, preparation of a WQMP for future development projects on the Project sites in compliance with all applicable regulatory standards would reduce water quality impacts from development activities to a level of insignificance. The Project would not result in new or substantially more severe impacts to water quality than what was previously identified in the FEIS/EIR. The Specific Plan considered the development of education -oriented and public services land uses on the Project site. Future development would require preparation of a WQMP that limits off-site stormwater flows. The Project would not result in an increase of impervious surface area from the amount that was previously analyzed in the Specific Plan. The Project proposes no change to the drainage pattern and water management systems previously analyzed in the FEIS/EIR. The drainage pattern and water management systems in the Project site vicinity would remain consistent with the Tustin Legacy Master Drainage Plan. Therefore, the analysis and conclusions in the FEIS/EIR relative to impacts related to groundwater supply, groundwater levels, or local recharge have not changed substantially. In addition, no change to the backbone drainage system is proposed. Therefore, no new or more severe impacts related to drainage patterns, drainage facilities, and potential flooding would resultfrom the Project. Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to hydrology and water quality. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR was certified as complete. Mitioation/Monitorino Reauired: Compliance with existing rules and regulations would reduce any potential impacts related to water quality and groundwater to a level of insignificance and no new mitigation is required. The mitigation measures applicable during implementation (i.e., construction) of the Project have been identified in the City's adopted MMRP. Mitigation Measures WQ-1, WQ-2, and WQ-4 establish requirements related to preparation of a Stormwater Pollution Prevention Plan, compliance with Waste Discharge Requirements, and preparation of a Water Quality Management Plan, respectively. No refinements are necessary to the FEIS/EIR mitigation measures and no new mitigation measures are required for implementation of the Project. The Project will implement the relevant mitigation measures of the adopted MMRP and as stated in the FEIS/EIR and 2012 MMRP. Mitioation/MonitorinO Not BeinO Implemented: Mitigation Measure WQ-3 requires others to participate in the RWQCB's Nitrogen and Selenium Management Program (NSMP) Working Group and contribute to funding and implementing the Working Plan. Because this mitigation measure is the responsibility of others to implement, it does not fall within the responsibility of the Project to implement. 50 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Sources: Field Observations Consultation with Psomas Engineering Existing Water Quality Management Plan (WQMP) ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP, as amended by the October and November 2008 Erratas ATEP LRAP as amended by the October 2008 Errata FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 3-98 through 3-105, pp. 4-124 through 4-129, pp. 7-29 through 7-30, and Addendum (pp. 5-56 through 5-92) and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) Tustin General Plan 2012 City of Tustin Annual Mitigation Monitoring Reports City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 51 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation 3.10 Land Use and Planning 3.10.1 Existing Conditions The SOCCCD approved the Long Range Academic and Facilities Plan, which pertains to the ATEP portion of the project area, in November 2008. Phase 1, the existing one -acre ATEP campus, is currently offering educational programs. The Phase 3A Concept Plan, a 28 -acre expansion of the ATEP campus, was approved and CEQA review (in the form of an Addendum to the FEIS/EIR) was completed by the District in March 2009. The former military buildings on the SOCCCD parcels have been demolished. No specific development for the County Parcel has been proposed. The County parcel is still under the control of the Navy, and will remain so until the FOST is issued. Remnants of former MCAS Tustin buildings and infrastructure remain on the site, but are vacant and unused. 3.10.2 Project Impact Evaluation a) Would the project physically Potentially Less than Less than No divide an established community? Significant Significant Significant Impact Impact With Impact Mitigation Incorporation ❑ ❑ ❑ b) Would the project conflict Potentially Less than Less than No with any applicable land use plan, Significant Significant Significant Impact policy, or regulation of an agency Impact With Impact with jurisdiction over the project Mitigation (including, but not limited to the Incorporation general plan, specific plan, local ❑ ❑ ❑ coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an environmental effect? ❑ ❑ ❑ C) Would the project conflict Potentially Less than Less than No with any applicable habitat Significant Significant Significant Impact conservation plan or natural Impact With Impact community conservation plan? Mitigation Incorporation ❑ ❑ ❑ Responses to a -c: No Impact Due to No Substantial Change from Previous Analysis: Implementation of the Project will not cause any direct impacts to land use and planning. There would be no change to building height restrictions, setbacks, signage, and other development standards. Development intensity (the amount of total square footage and corresponding FAR) would be permitted to increase, but this increase would be negligible compared to the total amount of planned development within Tustin Legacy, and would continue to be subject to trip caps imposed by the MCAS Tustin Specific Plan. The Project includes an increase in the trip cap as a result of increased roadway capacity provided by the Bell Avenue extension. 52 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation There are no new or increased significant adverse project -specific or cumulative impacts with regard to land use and planning that are identified as a result of the adoption and implementation of the Project. There is no new information relative to land use and planning that was not in existence at the time the FEIS/EIR was prepared. Therefore, the Project and its implementation are consistent with the FEIS/EIR and no new mitigation measures are required in relation to impacts to land use planning. The Project would not physically divide any Specific Plan land use (no community exists in the area of the Project), conflict with the Specific Plan, or conflict with any habitat conservation plan or natural community conservation plan. The project aids in the build -out of Tustin Legacy by rationalizing property ownership boundaries and improving accessibility from Red Hill Avenue. Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to land use and planning. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR were certified as complete. Mitioation/Monitorino Reauired: The FEIS/EIR concludes that there would be no significant unavoidable land use impacts. The Project and its implementation do not result in new or increased land use impacts in comparison to those previously identified in the FEIS/EIR. The mitigation measures applicable to the Project were implemented following adoption of the MCAS Tustin Specific Plan. No refinements are necessary to the FEIS/EIR mitigation measures and no new mitigation measures are required. The District and County will implement the relevant mitigation measures of the adopted MMRP that are applicable to the Project. Mitigation Measures LU -2(m), (n), (o), (p), (q), (r), and (s) are addressed in Section 3.13. Mitioation/MonitorinO Not BeinO Implemented: Mitigation Measures LU -1 and LU -2 required the Cities of Tustin and Irvine respectively to amend their General Plans and zoning ordinances for the Tustin Legacy Project, and therefore are not within the responsibility of the Project. LU -2(a) requires that infrastructure construction be properly phased by the Cities of Tustin and Irvine, and therefore is not within the responsibility of the Project. LU -2(b) is not applicable to the SOCCCD since no recording of subdivision maps is proposed as part of the Project. Per the City's adopted 2012 MMRP, the SOCCCD recorded the necessary easements for the Property and Mitigation Measure LU -2(b) has been fulfilled. Mitigation Measure LU -2(c), regarding funding construction of capital improvements, does not apply to the SOCCCD because the City exempted the SOCCCD's property from fair -share backbone infrastructure fees (per section 4.7.1.2 of the District Conveyance Agreement). The Exchange Agreement provides that the exemption applies to the currently County -owned parcel (proposed PA 1-B) once it is transferred to the SOCCCD. Measures LU -2(g) and (i) are not applicable because the Project site is not within the 100 - year flood plain (see Federal Emergency Management Agency (FEMA) Map dated August 9, 2002), and thus these Mitigation Measures are not within the responsibility of the Project. Mitigation Measure LU - 2(h), regarding obtaining regulatory agency approvals prior to construction of regional flood control facilities, is not within the responsibility of the Project because it only applies to the Tustin Legacy developer(s). Mitigation Measure LU -2(j), regarding local drainage systems, is not applicable because no subdivision maps are being recorded as part of the Project. Mitigation Measure LU -2(k), regarding the completion of drainage studies prior to grading for new development, is not applicable because the 53 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Project does not include any grading or construction activities. Mitigation Measure LU -2(I), regarding an agreement with the Orange County Flood Control District for fair -share contributions to flood control facilities, is not applicable because no subdivision maps are being recorded as part of its Project and the Mitigation Measure only applies to the City of Tustin. In addition, the City exempted the SOCCCD's Property from fair -share backbone infrastructure fees per section 4.7.1.2 of the Conveyance Agreement. Mitigation Measure LU -2(t) is not applicable because no school fees are required for the Project. Mitigation Measure LU -2(u) is not applicable because the Project does not require a contribution to park facilities. Mitigation Measure LU -2(v) is not applicable to projects within the City of Tustin, and therefore is not within the Project's responsibility to implement. Measure LU -2(w), regarding the creation of a landscape maintenance district, is applicable to the Tustin Legacy developer, and therefore, is not within the Project's responsibility to implement. Finally, Mitigation Measure LU -2(x) is not applicable to the Project because no subdivision map is proposed as part of the Project, the Project is not adjacent to the Barranca Channel, and the City will provide any necessary bikeways along Red Hill Avenue. Sources: Field Observations ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP as amended by the October and November 2008 Erratas (LRP) ATEP LRAP as amended by the October 2008 Errata FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 3-3 through 3-17, pp. 4-3 through 4-13, pp. 7-16 through 7-18, and Addendum (pp. 5-92 through 5-95) and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) Tustin General Plan 2012 City of Tustin Annual Mitigation Monitoring Reports City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 FEMA Map Nos. 06059CO279J and 06059CO283J revised December 3, 2009 54 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation 3.11 Mineral Resources 3.11.1 Existing Conditions There are no known mineral resources located on the ATEP Site. 3.11.2 Project Impact Evaluation a) Would the project result in Potentially Less than Less than No the loss of availability of a known Significant Significant Significant Impact mineral resource that would be of Impact With Impact value to the region and the residents Mitigation of the state? Incorporation ❑ ❑ ❑ b) Would the project result in :Potentially Less than Less than No the loss of availability of a locally- Significant Significant Significant Impact important mineral resource recovery Impact With Impact Site delineated on a local general Mitigation plan, specific plan or other land use Incorporation plan? Responses to a -b: No Impact Due to No Substantial Change from Previous Analysis: The Project would not cause new impacts to mineral resources that were not previously analyzed in the FEIS/EIR. There are no new or increased significant adverse project -specific or cumulative impacts with regard to mineral resources that are identified as a result of the adoption and implementation of the Project. There is no new information relative to mineral resources that was not in existence at the time the FEIS/EIR was prepared. Therefore, the Project and its implementation are consistent with the FEIS/EIR and no new mitigation measures are required in relation to impacts to mineral resources. Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to mineral resources. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR were certified as complete. Mitioation/Monitorino Reauired: No new impacts or substantially more severe impacts would result from implementation of the Project; therefore, no new or revised mitigation measures are required for mineral resources. In addition, there are no mitigation measures contained in the City's 2012 MMRP for the FEIS/EIR with regard to mineral resources. No refinements are necessary to the FEIS/EIR mitigation measures and no new mitigation measures are required. Mitioation/MonitorinO Not BeinO Implemented: There are no new or revised mitigation measures for 55 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation mineral resources, and no mitigation measures are contained in the MMRP for the FEIS/EIR with regard to mineral resources. Sources: Field Observations ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP as amended by the October and November 2008 Erratas ATEP LRAP as amended by the October 2008 Errata FEIS/EIR for Disposal and Reuse of MCAS Tustin (p. 3-91), and Addendum (pp. 5-95) and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) Tustin General Plan 56 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist 3.12 Noise 3.12.1 Existing Conditions Environmental Evaluation The ambient noise environment on the Project site is influenced by the surrounding roadways, the RSCCD's Sheriff's Training Academy, a rail line located north of Edinger Avenue, and construction and remediation activities on surrounding parcels. 3.12.2 Project Impact Evaluation a) Would the project result in Potentially Less than Less than No exposure of persons to or generation Significant Significant Significant Impact of noise levels in excess of standards Impact With Impact established in the local general plan Mitigation or noise ordinance, or applicable Incorporation standards of other agencies? ❑ ❑ ❑ ❑ El' El b) Would the project result in ' Potentially Less than Less than I No exposure of persons to or generation Significant Significant Significant Impact of excessive groundborne vibration Impact With Impact or groundborne noise levels? Mitigation Incorporation C) Would the project result in a ' Potentially Less than Less than No substantial permanent increase in Significant Significant Significant Impact ambient noise levels in the project Impact With Impact vicinity above levels existing without Mitigation the project? Incorporation d) Would the project result in a Potentially Less than Less than No substantial temporary or periodic Significant Significant Significant Impact increase in ambient noise levels in Impact With Impact the project vicinity above levels Mitigation existing without the project? Incorporation ❑ ❑ ❑ 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? Potentially Significant Impact Less than Significant With Mitigation Incorporation Less than No Significant Impact Impact 57 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation f) For a project within the Potentially Less than Less than No vicinity of a private airstrip, would the Significant Significant Significant Impact project expose people residing or Impact With Impact working in the project area to Mitigation excessive noise levels? Incorporation Responses to a -f: No Impact Due to No Substantial Change from Previous Analysis: Implementation of the Project will not cause any substantial impacts to noise. The Project would permit an increased trip cap of 10,000 ADT. Noise associated with this increase in vehicular movements was assessed in the Traffic Noise Impact Analysis (NIA) prepared by Giroux & Associates in March 2013 (Appendix C). Noise impacts are considered significant if they expose persons to levels in excess of standards established in local general plans or noise ordinances or create a substantial noise impact. In most environmental analyses, "substantial" is taken to mean a level that is clearly perceptible to humans. In practice, this is at least a +3 decibel (dB) increase. This threshold of significance was applied to the Project in the NIA. The primary land use in the vicinity of the Project site that would be impacted by any increase in noise is the Orange County Rescue Mission. Table 11 describes projected noise levels 50 feet from roadway centerline post Project construction, assuming the addition of 10,000 ADT. The dB levels shown in the table are adjusted to the Community Noise Equivalent Level (CNEL) standard, which adds an artificial increment to evening and nighttime noise measurements to account for the greater sensitivity to noise of receptors during these hours. Table 11. Traffic Noise Impact Analysis Road Segment 2035 No Project 2035 + Project Project Impact Increase >_3 dB? Red Hiii Avenue/ S of Warner 70.1 70.2 0.1 No S of Bell 69.5 69.9 0.4 No Bell - Valencia 70.4 71.4 1.0 No N of Valencia 69.5 70.2 0.7 No Valencia/ E of Red Hill 67.5 65.6 -1.9 No W of Armstrong 66.9 64.7 -2.2 No Armstrong/ S of Valencia 62.2 64.2 2.0 No N of Warner 62.2 62.2 0.0 No Warner/ W of Red Hill 70.5 70.2 -0.3 No E of Red Hill 70.2 69.0 -1.2 No W of Armstrong 69.8 68.6 -1.2 No E of Armstrong 69.3 68.4 -0.9 No Source: NIA Table 2 (Appendix C). 58 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation As shown in Table 11, many roadways are expected to experience a decrease in traffic noise when the Bell Avenue extension is complete due to a shifting in traffic patterns resulting from the diverted traffic. Both Valencia Avenue and Warner Avenue are anticipated to experience up to a 2 dB reduction in traffic noise levels. Traffic noise along Armstrong Avenue south of Valencia Ave. could experience a noise increase of +2 dB CNEL at 50 feet from the roadway centerline, but this is less than the level of human detection and less than the significance threshold. Additionally, the "with project" future traffic noise level is still less than 65 dB CNEL, the noise compatibility threshold adopted by the City of Tustin for exterior residential use. The next highest project -associated traffic noise increase is on Red Hill Avenue between Bell Avenue and Valencia Avenue. This +1.0 dB CNEL increase is similarly less than significance thresholds and would not create a detectable noise increase. Traffic noise associated with the addition of 10,000 trips is therefore not expected to create a significant noise impact. Short-term noise impacts were analyzed in the FEIS/EIR; implementation of the Project would be required to comply with applicable adopted mitigation measures and state and local regulations and standards, along with established engineering procedures and techniques, thus avoiding significant short-term construction -related noise impacts. The Project site is not located within the 60 CNEL contour for airport operations. Therefore, implementation of the Project would not involve the development of any noise - sensitive land uses susceptible to excessive noise related aircraft operations within the 60 CNEL. Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to noise. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR were certified as complete. Mitioation/Monitorino Reauired: The FEIS/EIR concludes that with implementation of identified mitigation measures, there would be no significant impacts related to noise. The Project does not increase the severity of the noise impacts previously identified in the FEIS/EIR. Therefore, no refinements are necessary to the FEIS/EIR mitigation measures and no new mitigation measures are required. Mitigation Measure N-3 will apply to the project during construction. Mitigation Measure N-4 will apply to the City in relation to noise studies adjacent to Warner and Harvard Avenues. Mitioation/MonitorinO Not BeinO Implemented: Mitigation Measure N-1 is not applicable to the Project, as no residential buildings are being reused as part of the Project. Mitigation Measure N-2, regarding noise studies on surrounding properties during design of the intersection at Tustin Ranch Road at Edinger Avenue, have been completed by the City of Tustin. Sources: Field Observations ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP as amended by the October and November 2008 Erratas ATEP LRAP as amended by the October 2008 Errata FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 3-154 through 3-162), and Addendum (pp. 5-96 through 5-99) and Final Supplement #1 59 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) Tustin General Plan 2012 City of Tustin Annual Mitigation Monitoring Reports City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 Giroux & Associates - Traffic Noise Impact Analysis (Appendix C) 60 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation 3.13 Population and Housing 3.13.1 Existing Conditions There is no housing and associated population on the ATEP Site. 3.13.2 Project Impact Evaluation a) Would the project induce Potentially Less than Less than No substantial population growth in an Significant Significant Significant Impact area, either directly (for example, by Impact With Impact proposing new homes and Mitigation businesses) or indirectly (for Incorporation example, through extension of roads or other infrastructure)? b) Would the project displace Potentially Less than Less than No substantial numbers of existing Significant Significant Significant Impact housing, necessitating the Impact With Impact construction of replacement housing Mitigation elsewhere? Incorporation C) Would the project displace Potentially Less than Less than No substantial numbers of people, Significant Significant Significant Impact necessitating the construction of Impact With Impact replacement housing elsewhere? Mitigation Incorporation Responses to a -c: No Impact Due to No Substantial Change from Previous Analysis: Implementation of the Project would have no impacts to population and housing. There are no new or increased significant adverse project - specific or cumulative impacts with regard to population and housing that are identified as a result of the adoption and implementation of the Project. There is no new information relative to population and housing that was not in existence at the time the FEIS/EIR was prepared. Therefore, the Project and its implementation are consistent with the FEIS/EIR and no new mitigation measures are required in relation to impacts to population and housing. Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to population and housing. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or 61 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR was certified as complete. Miti£dation/Monitorino Reouired: No new impacts or substantially more severe impacts would result from implementation of the District's adoption and implementation of the Project; therefore, no new or revised mitigation measures are required for population and housing. In addition, there are no mitigation measures contained in the City's 2012 MMRP for the FEIS/EIR with regard to population and housing. No refinements are necessary to the FEIS/EIR mitigation measures and no new mitigation measures are required. Mitioation/MonitorinO Not BeinO Implemented: There are no mitigation measures contained in the City's 2012 MMRP for the FEIS/EIR with regard to population and housing. No refinements are necessary to the FEIS/EIR mitigation measures and no new mitigation measures are required. Sources: Field Observations ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP as amended by the October and November 2008 Erratas ATEP LRAP as amended by the October 2008 Errata FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 3-18 through 3-34, pp. 4-14 through 4-29, pp. 7-18 through 7-19, Addendum (pp. 5-101 through 5-112) and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) District Conveyance Agreement Tustin General Plan City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 62 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist 3.14 Public Services Environmental Evaluation 3.14.1 Existing Conditions Fire The Orange County Fire Authority (OCFA) provides fire protection to the Project site and Tustin Legacy. Police Police protection services for the SOCCCD properties is provided by the Irvine Valley College Police Department, and for all other Project site properties by the Tustin Police Department. Schools There are no K-12 school facilities on the Project site. Parks There are no existing parks on the Project site. Other The Project site will ultimately be owned entirely by the City and SOCCCD. The City and SOCCCD will develop public service facilities on the Project site. 3.14.2 Project Impact Evaluation a) Would the project result in Potentially Less than Less than No substantial adverse physical impacts Significant Significant Significant Impact associated with the provision of new :Impact With Impact or physically altered governmental Mitigation facilities, need for new or physically Incorporation 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? El ElEl Police protection? ❑ ❑ ❑ Schools? ❑ ❑ ❑ Parks? I❑ ❑ I❑ I® Other public facilities? 1 ❑ I ❑ 1 ❑ Response to a: No Impact Due to No Substantial Change from Previous Analysis: Implementation of the Project will not cause any significant impacts to public services. There are no new or increased significant adverse project -specific or cumulative impacts with regard to public services and facilities that are identified as a result of the adoption and implementation of the Project. There is no new information relative to public 63 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation services and facilities that was not in existence at the time the FEIS/EIR was prepared. Therefore, the Project and its implementation are consistent with the FEIS/EIR and no new mitigation measures are required in relation to impacts to public services and facilities. Fire Protection Fire protection for the Project site was discussed and analyzed in the FEIS/EIR. The Project results in no changes to that previous analysis, and no increased or new environmental effects on the environment from those previously analyzed in the FEIS/EIR. Implementation of the Project will require compliance with existing 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 will reduce the risk of uncontrollable fire and increase the ability to efficiently provide fire protection services to the Site. Construction of Bell Avenue will enhance OCFA access to the Project site and have a beneficial impact on fire protection. Pursuant to the FEIS/EIR, the existing fire stations in the Project vicinity with additional fire fighting personnel and equipment will meet the demands created by the Project and other development within Tustin Legacy. In addition, the city has started construction of an additional fire station at the intersection of Edinger Avenue and Kensington Park Drive, less than one mile east of the Project site. No new or expanded facilities were identified as being required and therefore no physical impacts were identified. Police Protection Police protection for the Project site was discussed and analyzed in the FEIS/EIR. The Project results in no changes to that previous analysis, and no increased or new environmental effects on the environment from those previously analyzed in the FEIS/EIR. The Irvine Valley College Police Department has a similar level of law enforcement capabilities as Tustin Police Department officers, including the capacity to cite and arrest offenders. They also have access to the emergency radio network that is shared with the Tustin Police Department, Orange County Sheriff's Department, OCFA, and other emergency personnel. The SOCCCD property is patrolled and serviced 24 hours per day by a combination of the Irvine Valley College police and security services that are under the management of the Irvine Valley College police. Tustin Police Department officers would respond to requests for assistance on the County -owned parcel. Implementation of the Project would not increase the need for police protection services in addition to what was anticipated in the FEIS/EIR. Schools The Project does not include any residential development. Therefore, the Project does not generate K-12 students and there is no impact to schools. Neither the City nor the SOCCCD would be required to pay school development fees consistent with Senate Bill (SB) 50 of 1998. Parks Consistent with the Specific Plan, the Project does not include any park development. PA 2, located north of Valencia Avenue and the ATEP campus, is identified in the Specific Plan as a "Community Park." PA 6, located across Armstrong Avenue from the Project site, is identified as an "Urban Regional Park." There is no change to the proposed park uses in PAs 2 and 6 as a result of the Project. 64 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Other Public Facilities The FEIS/EIR concluded that public facilities would be provided according to a phasing plan to meet projected needs as development of the Specific Plan proceeded. The Project would not increase the demand more than what was already analyzed in the previously certified FEIS/EIR. Mitioation/Monitorino Reauired: The FEIS/EIR concluded that there would be no significant unavoidable impacts related to public services. The Project and its implementation would not result in any new or increased impacts to public services beyond those identified in the FEIS/EIR. Therefore, no new mitigation measures are required. Because the Project does not involve any development on the Project site, no mitigation measures related to public services apply to the Project. The City and SOCCCD would implement Mitigation Measure LU -2(m) by ensuring adequate public services are included to serve the Project as a result of the adoption and implementation of the Project, as described in the 2012 MMRP. Under Mitigation Measure LU -2, the City is responsible for ensuring that adequate fire protection, police protection, library, and parks and recreational facilities needed to adequately serve the Tustin Legacy Project is provided as necessary. The City will implement Mitigation Measure LU -2(n). The City and SOCCCD will implement Mitigation Measures LU -2(o) by coordinating directly with the OCFA regarding potential fire protection impacts of the Project. SOCCCD's Fire Master Plan has already been reviewed and approved by OCFA as part of Phase 1 of the ATEP Campus. Mitigation Measures LU -2 (p), (q), and (r), related to fire protection, will be implemented as specific developments are proposed for the Project site. Mitigation Measure LU -2(s), regarding police protection, has been implemented by the SOCCCD, and the Tustin Police Department has been consulted regarding the existing ATEP Campus and the development of MCAS Tustin. The City and SOCCCD will continue to coordinate with the Tustin Police Department on issues related to the policing of the Project site. Mitigation/MonitorinO Not BeinO Implemented: Mitigation Measure LU -2(t) regarding the payment of school fees is not applicable to the Project, and therefore is not within the responsibility of the Project. Mitigation Measures LU -2(u) and (v) regardingthe contribution of park facilities are also not applicable to the Project, and are therefore not within the responsibility of the Project. Mitigation Measure LU -2(w) regarding the creation of a landscape maintenance district is the responsibility of the Tustin Legacy master developer, and therefore is not within the responsibility of the Project. Mitigation Measure LU -2(x) regarding agreements with the County of Orange Harbors and Beaches and the City of Tustin for trail improvements are not applicable to the Project, and are therefore not within the responsibility of the Project. Sources: Field Observations ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP as amended by the October and November 2008 Erratas ATEP LRAP as amended by the October 2008 Errata Consolations with Irvine Valley College Police Chief FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 3-47 through 3-57, pp. 4-56 through 4-80, pp. 7-21 through 7-22, and Addendum (pp. 5-112 through 5-122) and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) District Conveyance Agreement Tustin General Plan 2012 City of Tustin Annual Mitigation Monitoring Reports City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 65 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation 3.15 Recreation 3.15.1 Existing Conditions Consistent with the Specific Plan, there are no public recreational facilities on the ATE Site. 3.15.2 Project Impact Evaluation a) Would the project increase Potentially Less than Less than No the use of existing neighborhood and Significant Significant Significant Impact regional parks or other recreational Impact With Impact facilities such that substantial Mitigation physical deterioration of the facility Incorporation would occur or be accelerated? b) Does the project include Potentially recreational facilities or require the Significant construction, expansion, or Impact recreational facilities, which might have an adverse physical effect on the environment? Responses to a -b: Less th an Significant With Mitigation Incorporation Less than No Significant Impact Impact No Impact Due to No Substantial Change from Previous Analysis. The Project would not result in an increase of development intensity or change in uses that would result in increased use of existing parks or recreational facilities. There are no new or increased significant adverse project -specific or cumulative impacts with regard to recreation that are identified as a result of the adoption and implementation of the Project. There is no new information relative to recreation that was not in existence at the time the FEIS/EIR was prepared and no new mitigation measures are required in relation to impacts to recreation. Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to recreation. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR was certified as complete. Mitioation/Monitorino Reauired: No new impacts or substantially more severe impacts would result from the implementation of the Project; therefore, no new or revised mitigation measures are required for recreation. In addition, there are no mitigation measures contained in the City's MMRP for the FEIS/EIR with regard to recreation or recreational facilities. No refinements are necessary to the FEIS/EIR mitigation measures and no new mitigation measures are required. 66 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Mitioation/MonitorinO Not BeinO Implemented: There are no new or revised mitigation measures for recreation or recreational facilities, and there are no mitigation measures contained in the City's MMRP for the FEIS/EIR with regard to recreation or recreational facilities. Sources: Field Observations ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP as amended by the October and November 2008 Erratas ATEP LRAP as amended by the October 2008 Errata FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 3-47 through 3-57, pp. 4-56 through 4-80, pp. 7-21 through 7-22, and Addendum (pp. 5-122 through 5-127) and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) Tustin General Plan City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 67 April 2013 Agreement for Exchange ofReal Property GPA 2O13-001.SPA 2O13-001.DA2O13-002 AUdendum/Envimnmenta|Cheok|iat 3.16 TraMSportafioic 3.16.1 Existing Conditions Major roadways near the Project site include: 0 Warner Avenue, a six -lane major arterial, to the south (planned); Environmental Evaluation * Red Hill Avenue tothe west, currently six lanes and eneight-lane major arterial otfuture buildout; * Valencia Avenue, ofour-lane secondary arterial, tnthe north; and * Armstrong Avenue, efour-lane secondary arterial, tothe east. Aooeaa to the Project site is primarily from Armstrong Avenue. Armstrong Avenue currently terminates at Warner Avenue; as Tustin Legacy builds -out, it will be extended to Barranca Parkway. 3.10.2 Project Impact Evaluation o) Would the project conflict Potentially Less thon Less thon No with onapplicable plan, ordinance or Significant Significant Significant |m0ont policy establishing meeaunaa of Impact With Impact effectiveness for the performance of Mitigation the circulation system, taking into Incorporation account all mnUoa of transportation including moaa transit and non - motorized travel and relevant components of the circulation system, including but not limited to, intersections, streets, highways and freeways, pedestrian and Uinyn|o paths, and mass transit? U) Would the project conflict Potentially Less tkon Less tkon No with on epp|ioeNo congestion Significant Significant Significant Impact management program, including, but Impact With Impact not limited to, |ewa| of aemino Mitigation atonUo/Ua and travel demand Incorporation mooaunaa, o other atenUerUu oatoNiakeU by the county congestion management agency for designated roads or highways? C) Would the project result in e Potentially Less tken Less tken No change in air tnafio patterns, Significant Significant Significant Impact including either on innmeao in traffic Impact With Impact |owa|a or e okenQe in |nootinn that Mitigation naau|ta insubstantial safety risks? i i Incorporation i � 68 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation d) Would the project Potentially Less than Less than No substantially increase hazards due to Significant Significant Significant Impact a design feature (e.g., sharp curves Impact With Impact or dangerous intersections) or Mitigation incompatible uses (e.g., farm Incorporation equipment)? e) Would the project result in Potentially Less than Less than No inadequate emergency access? Significant Significant Significant Impact Impact With Impact Mitigation Incorporation ❑ ❑ ❑ f) Would the project conflict Potentially Less than Less than No with adopted policies, plans, or Significant Significant i Significant Impact programs regarding public transit, Impact With Impact bicycle, or pedestrian facilities, or Mitigation otherwise decrease the performance Incorporation or safety of such facilities? Responses to a - f: No Impact Due to No Substantial Change from Previous Analysis. The Project enhances access to Tustin Legacy and increases local roadway capacity through a 1/3 mile extension of Bell Avenue, at a Secondary Arterial design standard. Increasing local roadway capacity allows an increased intensity of development on the Project site without creating new or more significant traffic impacts. A Traffic Study was prepared by Stantec in April 2013 (Appendix A) to determine the impacts the Bell Avenue extension would have on local roadway conditions, and to calculate the number of trips that could be added to the Project site without creating a significant traffic impact. Future traffic conditions were projected using the Irvine Transportation Analysis Model and the Tustin Legacy Traffic Model. The current trip cap for the ATEP site is 5,470 ADT and for the City parcels 1,672 ADT. The overall MCAS Tustin planned trip count is 216,440 ADT. Based on the size and configuration of the Bell Avenue extension, the Traffic Study estimates the increased local roadway capacity could serve an additional 10,000 ADTs. This additional roadway capacity is proposed to be split evenly between properties owned by the City and SOCCCD (that is, each entity would be permitted an additional 5,000 ADT). The City anticipates that only about 25 percent of its allocation of 5,000 ADT (up to 1,250 ADT) would be used within Neighborhood A; the remaining trips (3,750 ADT) would be made available for additional development in other areas of Tustin Legacy. The full amount of these trips will not be needed because the City recently amended the MCAS Specific Plan to include government office uses in Neighborhood A to accommodate an expected relocation of the Army Reserve operations from the southern boundary of Tustin Legacy. A total of 1,250 ADT is sufficient for the Army Reserve operations. The specific location of the remaining trips has not been determined and subsequent traffic analysis may be needed when the trips are allocated to a specific location within Tustin Legacy. No specific development proposal is included in this project scope for the City parcels; for the purposes of traffic impacts analysis, it is assumed the City -owned parcel would be developed with 360,000 square feet of office development and 39,360 square feet of other commercial development, for a total of 399,360 square feet. This results in an increased ADT of 1,240. Regardless of the nature of development the City chooses to implement on its 69 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation parcel, such development must be consistent with the MCAS Tustin Specific Plan's approved land uses (as amended by the SPA), and would be subject to the trip cap for Neighborhood A. Table 12 shows calculated project trip generation resulting from two the development scenarios considered. Scenario 1 increases the previously -approved amount of development on the ATEP site by 194,119 square feet, with the total square footage of the development being allocated to 51 percent educational and 49 percent office uses. Scenario 2 increases the previously -approved amount of development on the ATEP site by 816,929 square feet, with the entire development devoted to educational uses. As shown in the table, due to the differing trip generation rates between educational and office uses, the two development scenarios would produce essentially the same number of ADTs. Table 12. Project Trip Generation Land Use Amount Unit AM Peak Hour PM Peak Hour In Out Total In Out Total ADT NO -PROJECT ATEP Learning Center 893.85 TSF 589 63 652 135 304 439 5,471 City Parcel Tustin Facility TBD SG 332 101 433 227 476 703 6,220 TOTAL NO -PROJECT 921 164 1,085 362 780 1,142 11,691 WITH -PROJECT ATEP Scenario 1 - 51% academic, 49% office Learning Center 554.87 TSF 366 40 406 83 189 272 3,397 General Office 533.10 TSF 880 122 1,002 165 795 960 7,075 TOTAL 1,246 162 1,408 248 984 1,232 10,472 DIFFERENCE (Scenario 1 vs. No Project) 657 99 756 113 680 793 5,001 ATEP Scenario 2 - 100% academic Learning Center 1,710.78 TSF 1,129 120 1,249 257 582 838 10,470 DIFFERENCE (Scenario 2 vs. No Project) 540 57 597 122 278 399 4,999 City Parcel Commercial 39.36 TSF 39 25 64 112 122 234 2,683 General Office 360.00 TSF 594 83 677 112 536 648 4,777 TOTAL 633 108 741 224 658 882 7,460 DIFFERENCE 301 7 308 -3 182 179 1,240 TOTAL WITH -PROJECT - Scenario 1 1,879 270 2,149 472 1,642 2,114 17,932 TOTAL DIFFERENCE - Scenario 1 958 106 1,064 110 862 972 6,241 TOTAL WITH -PROJECT - Scenario 2 1,762 228 1,990 481 1,240 1,720 17,930 TOTAL DIFFERENCE - Scenario 2 841 64 905 119 460 578 6,239 Trip Rates Learning Center TSF .66 .07 .73 .15 .34 .49 6.12 70 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Commercial TSF 1.00 .64 1.64 2.85 3.09 5.94 68.17 General Office TSF 1.65 .23 1.88 .31 1.49 1.80 13.27 Tustin Facility SG 3.32 1.01 4.33 2.27 4.76 7.03 62.20 Note: No -Project land uses shown here are consistent with the Specific Plan Amendment approved in 2010. SG = Special Generator; TBD = To Be Determined; TSF = Thousand Square Feet Source: Traffic Study Tables 2-1 and 4-1 (AppendixA). PM Peak Hour Using the peak -hour trip generation figures in the table above, Table 13 shows 2035 intersection capacity utilization (ICU) figures and the associated level of service (LOS) conditions at major local intersections. The No Project condition shown below assumes implementation of the MCAS Tustin Specific Plan as most recently amended, in 2010. The With -Project projections are based on Scenario 1 trip generation figures. As shown in Table 12, above, trip generation from Scenario 1 is higher than Scenario 2 during peak hours, although the count of ADTs is essentially the same. The performance standard for intersections in the Project vicinity is LOS D, which equates to an ICU not exceeding 0.90. As shown in the table below, several intersections would see improvements in peak hour conditions as a result of the increased capacity offered by the Bell Avenue extension. All of the evaluated intersections would continue to operate at above the minimum service standard of LOS D; therefore, there is no significant impact related to a decrease in service levels. Table 13. 2035 Intersection LOS Summary The Traffic Study also evaluated requirements for site access, including lane geometry at the new Bell Avenue intersections. Signal warrants and left -turn storage length requirements were analyzed. The analysis concludes that an appropriate design for the Bell Avenue extension, including the two major intersections at either end of the extension (at Red Hill and Armstrong Avenues), is feasible, and construction of the roadway extension can be accommodated with no adverse traffic conditions on other parts of the circulation system. Proper engineering of the roadway extension would therefore avoid any potential safety hazards due to design features. The Project does not involve any increase in permitted heights on the site, and would not be expected to have any impact on air traffic patterns at John Wayne Airport or any other aviation facility. The Project, by providing an additional access route to the Project site and Tustin Legacy, would have a positive impact on emergency access to existing and future development in the area. 71 April 2013 No -Project With -Project AM Peak Hour PM Peak Hour AM Peak Hour PM Peak Hour Difference Intersection ICU LOS ICU LOS ICU LOS ICU LOS AM PM 1. Armstrong & Valencia .52 A .45 A .44 A .40 A -.08 -.05 2. Armstrong & Warner .37 A .45 A .37 A .40 A .00 -.05 3. Red Hill & Warner .67 B .60 A .66 B .61 B -.01 .01 4. Red Hill & Valencia .56 A .73 C .62 B .69 B .06 -.04 5. Red Hill & Bell .56 A .50 A .70 C .75 C .14 .25 6. Armstrong & Bell .59 A .60 A n/a n/a n/a = not applicable Source: Traffic Study Table 3-1 (AppendixA). The Traffic Study also evaluated requirements for site access, including lane geometry at the new Bell Avenue intersections. Signal warrants and left -turn storage length requirements were analyzed. The analysis concludes that an appropriate design for the Bell Avenue extension, including the two major intersections at either end of the extension (at Red Hill and Armstrong Avenues), is feasible, and construction of the roadway extension can be accommodated with no adverse traffic conditions on other parts of the circulation system. Proper engineering of the roadway extension would therefore avoid any potential safety hazards due to design features. The Project does not involve any increase in permitted heights on the site, and would not be expected to have any impact on air traffic patterns at John Wayne Airport or any other aviation facility. The Project, by providing an additional access route to the Project site and Tustin Legacy, would have a positive impact on emergency access to existing and future development in the area. 71 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation The Project includes a Class II bicycle lane and sidewalks along Bell Avenue. No public transit facility is proposed, as no bus route currently exists or is planned for the Bell Avenue extension. The bicycle lane and sidewalk would be beneficial to bicyclists and pedestrians. The GPA and SPA associated with the Project would identify a new Class II bicycle facility along the Bell Avenue extension. With these amendments, the project would not conflict with any adopted policies, plans, or programs regarding public transit, bicycle, or pedestrian facilities. There are no new or increased significant adverse project -specific or cumulative impacts with regard to traffic and transportation that are identified as a result of the adoption and implementation of the Project. There is no new information relative to traffic and transportation that was not in existence at the time the FEIS/EIR was prepared and no new mitigation measures are required in relation to impacts to traffic and transportation. Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to recreation. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR was certified as complete. Mitioation/Monitorino Reauired: The mitigation measures applicable during implementation of the Project have been identified in the City's adopted MMRP. Mitigation Measure T/C-1 requires that prior to the approval of a site development permit, the City of Tustin must review and approve the proposed traffic control and operations plans that would minimize the traffic impacts of proposed construction activity. The plans shall address roadway and lane closures, truck hours and routes, and notification procedures for planned short-term or interim changes in traffic patterns. Mitigation Measures T/C-2 through T/C-9, IA -1, IA -2, and IA -5 are implemented by the City of Tustin and/or the City of Irvine. No refinements are necessary to the FEIS/EIR mitigation measures and no new mitigation measures are required for implementation (i.e., construction) of the Project. The Project will implement the relevant mitigation measures of the adopted MMRP and as stated in the 2012 MMRP. No new impacts or substantially more severe impacts will result from the District's adoption and implementation of the Project than originally considered by the previously certified FEIS/EIR. Therefore, no new or revised mitigation measures are required. Mitioation/Monitorino Measures Not BeinO Implemented: Mitigation Measure IA -3 requires that prior to approval of a development permit, the City of Tustin shall review traffic information provided for the project by the project developer. The City is required to evaluate project traffic impacts utilizing the circulation system and capacity assumptions included in the FEIS/EIR. Compliance with this Mitigation Measure has been completed through the Traffic Study prepared by Stantec and included in Appendix A to this Addendum. The project would not exceed traffic capacity thresholds or require the implementation of traffic mitigation measures. With the approval of the Amended and Restated Conveyance Agreement, no further action is required in compliance with Mitigation Measure IA -5. For Mitigation Measures IA -6 and IA -7, the City has determined that no off-site roadway improvements are needed on the Project site. Sources: Field Observations 72 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation ATEP - District and County Land Swap Traffic Evaluation Technical Memorandum by Austin -Foust Associates, May 2011 ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP as amended by the October and November 2008 Erratas ATEP LRAP as amended by the October 2008 Errata City of Tustin Traffic Analysis Requirements SOCCCD ATEP Phase 3A Traffic Circulation Analysis prepared by Austin -Foust Associates, February 2009 SOCCCD ATEP Phase 3A Parking Analysis prepared by Austin -Foust Associates, February 2009 "Marine Corps Air Station (MCAS) Tustin Disposal and Reuse Traffic Study" prepared by Austin -Foust Associates (Appendix F to the FEIS/EIR) FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 3-118 through 3-142, pp. 4-139 through 4-206, pp. 7-32 through 7-42, and Addendum (pp. 5-127 through 5-147) and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) District Conveyance Agreement Tustin General Plan 2012 City of Tustin Annual Mitigation Monitoring Reports City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 Stantec - Traffic Study (Appendix A) 73 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation 3.17 Utilities and Service Systems 3.17.1 Existing Conditions All dry utilities (electricity, cable, telephone, and gas) and wet utilities (water, wastewater and reclaimed water) are located in the streets surrounding the Project site. Existing development on the ATEP campus and the RSCCD Sheriff's Training Academy sites connect to these utilities. 3.17.2 Project Impact Evaluation a) Would the project exceed Potentially Less than Less than No wastewater treatment requirements :Significant Significant Significant Impact of the applicable Regional Water Impact With Impact Quality Control Board? Mitigation Incorporation b) Would the project 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? Potentially Less than Less than No Significant Significant Significant Impact Impact With Impact Mitigation Incorporation C) Would the project require or Potentially Less than Less than No result in the construction of new Significant Significant Significant Impact storm water drainage facilities or Impact With Impact expansion of existing facilities, the Mitigation construction of which could cause Incorporation significant environmental effects? ❑ ❑ ❑ d) Would the project have Potentially Less than Less than No sufficient water supplies available to Significant Significant Significant Impact serve the project from existing Impact With Impact entitlements and resources, or are Mitigation new or expanded entitlements Incorporation needed? 74 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation e) Would the project result in a Potentially determination by the wastewater Significant treatment provider, which serves or Impact may serve the project that it has adequate capacity to serve the project's projected demand in addition to the provider's existing commitments? ❑■ Less than Less than No Significant Significant Impact With Impact Mitigation Incorporation ❑ ❑ f) Would the project be served Potentially Less than Less than I No by a landfill with sufficient permitted Significant Significant Significant :Impact capacity to accommodate the Impact With Impact project's solid waste disposal needs? Impact Mitigation waste? Mitigation Incorporation ❑ ❑ ❑ g) Would the project comply Potentially Less than Less than No with federal, state, and local statutes Significant Significant Significant Impact and regulations related to solid Impact With Impact waste? Mitigation Incorporation ❑ ❑ ❑ Responses to a -g: No Impact Due to No Substantial Change from Previous Analysis: The Project would not result in any changes to the utilities plan presented in the Specific Plan. Any demolition, removal, replacement, and connection with new underground utilities and service systems in the adjoining streets would occur as previously analyzed in the FEIS/EIR. The Project's increased size of 194,119 square feet (based on the more likely scenario of 51 percent academic space and 49 percent office space) to 816,929 square feet (based on the less likely scenario of 100 percent academic space) would yield only a negligible impact on utilities compared to the full scope of the MCAS Tustin Specific Plan, which included up to 4,601 residential units and over 11.4 million square feet of commercial, institutional, and recreational buildings. The full scope of this much larger development was evaluated in the FEIS/EIR as Alternative 1; however, the MCAS Tustin Specific Plan was ultimately approved with 10.4 million square feet of nonresidential land uses. There is approximately 1 million square feet of nonresidential uses that was fully analyzed in the FEIS/EIR but was not incorporated into the MCAS Tustin Specific Plan. The Project represents fewer square feet than the excess square footage analyzed in the FEIS/EIR and therefore the Project impacts have already been assessed in the FEIS/EIR. As individual buildings are proposed on the Project site, an evaluation of utility needs will occur to ensure the appropriate connections are provided. Project facilities would comply with local and State code requirements related to water efficiency and the minimization of wastewater and solid waste generation. Impacts related to these utilities were evaluated in the FEIS/EIR, and the project would result in only a negligible change in the water use and wastewater and solid waste generation. Relative to stormwater, the Project would be required to prepare and implement a WQMP consistent with then -current standards. This would result in substantial on-site water retention and infiltration, thereby reducing off-site drainage flows and minimizing impacts to the local drainage system. All storm drains would be designed in compliance with the Tustin Legacy Master Drainage Plan. 75 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Based on the foregoing, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent or supplemental EIR or other environmental document to evaluate Project impacts or mitigation measures with regard to utilities and service systems. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR was certified as complete. Mitilsation/Monitorino Reouired: No new impacts or substantially more severe impacts would result from adopting or implementing the Project; therefore, no new or revised mitigation measures are required for public utilities. In addition, there are no mitigation measures contained in the City's MMRP for the FEIS/EIR with regard to public utilities. No refinements are necessary to the FEIS/EIR mitigation measures and no new mitigation measures are required. Mitioation/MonitorinO Not BeinO Implemented: There are no new or revised mitigation measures for public utilities, and no mitigation measures are contained in the MMRP with regard to public utilities. Sources: Field Observations ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP LRP Addendum/Initial Study as amended by November 2008 Errata ATEP LRP as amended by the October and November 2008 Erratas ATEP LRAP as amended by the October 2008 Errata FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 3-35 through 3-46, pp. 4-32 through 4-55, pp. 7-20 through 7-21, and Addendum (pp. 5-147 through 5-165) and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) District Conveyance Agreement Integrated Resource Management letter dated October 2008 Tustin General Plan City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 76 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation 3.18 Mandatory Findings of Significance a) Does the project have the Potentially Less than Less than No potential to degrade the quality of Significant Significant Significant Impact the environment, substantially Impact With Impact reduce the habitat of a fish or wildlife Mitigation species, cause a fish or wildlife Incorporation 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 Potentially Less than Less than I No impacts that are individually limited, Significant Significant Significant Impact but cumulatively considerable? Impact With Impact ("Cumulatively considerable" means Mitigation that the incremental effects of a Incorporation 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 Potentially Less than Less than No environmental effects that will cause :Significant Significant Significant 1 Impact substantial adverse effects on Impact With Impact human beings, either directly or Mitigation indirectly? Incorporation Response to a -c: No Impact Due to No Substantial Change from Previous Analysis: The FEIS/EIR previously considered all environmental impacts associated with the implementation of the Specific Plan, including mandatory findings of significance associated with the implementation of the Project. The Project would not expand the area of development and would not impact any natural habitats or other areas inhabited by sensitive species. The Project would marginally increase development potential compared to the full scope of the MCAS Tustin Specific Plan evaluated in the FEIS/EIR. The Project would not cause unmitigated environmental effects that were not already examined in the FEIS/EIR. There are no new mitigation measures required and there are no new significant adverse project -specific or cumulative impacts in any environmental areas that were identified, nor would any project -specific or cumulative impacts in any environmental areas be made worse as a result of the Project. All feasible mitigation measures identified in the FEIS/EIR will be incorporated into subsequent actions that the District and County commit to fully implement. Therefore, the Project does not create any impacts that have not previously been addressed by the FEIS/EIR. 77 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Environmental Evaluation Further, none of the conditions identified in CEQA Guidelines Section 15162 exist that would trigger the need to prepare a subsequent EIR to evaluate Project impacts or mitigation measures with regard to environmental impacts. Specifically, there have not been: (1) changes to the Project that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; (2) substantial changes with respect to the circumstances under which the Project is undertaken that require major revisions of the previous FEIS/EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified effects; or (3) the availability of new information of substantial importance relating to significant effect or mitigation measures or alternatives that was not known and could not have been known when the FEIS/EIR was certified as complete. Mitigation/Monitoring Required: No new impacts or substantially more severe impacts would result from the Project; therefore, no new or revised mitigation measures are required. Mitioation/MonitorinO Not BeinO Implemented: There are no new or revised mitigation measures for mandatory findings of significance and no mitigation measures are contained in the MMRP with regard to mandatory findings of significance. Sources: Field Observations ATEP Phase 3A Concept Plan Addendum/Initial Study ATEP Long -Range Plan (LRP) Addendum/Initial Study as amended by November 2008 Errata ATEP Long -Range Academic & Facilities Plan, as amended by the October and November 2008 Erratas (LRP) ATEP Long -Range Academic Plan, as amended by the October 2008 Errata (LRAP) FEIS/EIR for Disposal and Reuse of MCAS Tustin (pp. 5-4 through 5-11) and Addendum and Final Supplement #1 MCAS Tustin Specific Plan/Reuse Plan (pp. 3-35 through 3-62, pp. 3-70 through 3-81, pp. 3-82 through 3-88, and pp. 3-104 through 3-137) City of Tustin Resolution Nos. 00-90, 04-77, and 06-43 Tustin General Plan 78 April 2013 Agreement for Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist 4. Summary of Mitigation Measures Mitigation Measures Project impacts and required mitigation (if necessary) are discussed in the environmental issue topical areas in Section 3 above - Environmental Evaluation. Based on the previously certified FEIS/EIR, the environmental evaluation determined that no new mitigation is needed for the Project. The following table (Table 14) lists the Specific Plan FEIS/EIR Mitigation Measures that are applicable to the Project. 79 April 2013 2 (6 -j (DO Q� O O CO —i qOp O (6 Q � d xU U) W -i O 00 N —i E O O N N Q & a- < Q CD .Q Q a) U) a� U) cn O�U U) NN O O U Q N M N LL- uj -6 to 7 >= O ll00 H d O O '� E }' '� c N Q N -O U (6 (A — (6 c a) OU U) oN O>> c d U � Lu y 06 N (o � (o Q O W U .� U c Q W a c N a > N a U 0 +� cn N O LD 70 �+, 0 H N O N O a� �,� o c +� ao a o+, O H a� p m N N +� — 0 p i cn p (a +� p" .� +� .= Z, U bA U� �, U N (o � (o v� U N O N U 1 +� (o N U (o (o U c U (o U N .0 N � cn N U N U 6 (o � U >O O U Q = U LL .O0 N 0 6 U D U u0i N (o = U U 0 0 a) 0 C) - (n Q N 0 c (a CO to O Q —i to 70 a to C� C = +, 0 +, 0 +, O O c N O E .� 0 Q (�6 N 0- (�6 a 0- .0 i O 0 S ca 0m 0� m > Q .E y N V Q N U) 0- N U) *' N E z3 E z3 E AD (m6 (m6 (m6 m ip Q� QCLaL Q� , �w C) C) �O U0 a- 42 v w 0 Q Q Q Q N a0 O O O 0 0 ip f6 H N N N N LL N Q C .bA O i= E Q _6 _6 _6 _6 � U� NN N N FL .2 O O O O V Q Q d d d d V N O U c Y1A T0 OO T 6 N U) U D � m N O C U) +03 c c O b0 i U B E f0 H= } > O +� U O +' N O +' U D O U } c 'p O Q- Q> d O 0-. -0 Q d 0 D d 0 0_. _0 0- d� N C N U U Co U 0 � }; N Q (6 Z3 N N 0 N T N (6 N }T E 0 T +; O U U) 0 0 N U c c O EL� N 0 c�6 N U * >-0 O2 E Q} N O 0- O E 0- .D U c6 0 Q �D 0 m D N .0 .+ 70 U) E U) m N -6 55 (6 -6 m c cn E N= U p m N (6 N cn C N _ U u) H 0 w c O N� o (n c O O N c p Co 3:O _ O p O N c p (6 Q O N 0 O bA O N c .� O Nuu O o-.— E u) (n N (n U c O Q E }' O N .E (o (p (p M U O to U)O N m U 0 0 Q Co -p 0 Q E c 6 0 N b p YaA EES ° � � E � � O E E S ° � � N Q ._ Q N � N N 0 O 0 0� E 0 U 0 0 U) E c U) U O O Q> O— .� > O 'O Q LL O Q> O v O 0 d O N 3 a (6 U O a X00 E N a. 0 4-- 0 N N .E (na+, .Q Q 2 (a —j (DO Q� O O CO —i qOp O ca Q � d xU U) W r -I O 0 a) —i E O O N a) Q & a- < Q (3 .Q Q ° � ai nza)0a)�c6°�� 7 U cn v U U) 4-- U) U) +' +03 +' N U N '6 E O (6 -p E .O O O O O 0 0 Q Q o a) Q 0- c Q E 0 Q� O d b.A (a C (6 U co O E O E O E OQ � cn � cn cn � O 0 bA bA bA O �_ U) O �_ U) O �_ U) O C a) 0 C (6 7O C (6 O C (6 O C (6 m > m m •OA i C U C U C U C U C U C U CCo U +C+U) Q U) Q Q U U Q +�+ c r_ ~ Q 7 Q 7 Q 7 Q N LU (6 H d ~ (6 H d ~ (6 H d ~ (6 v W 0 � a) O a) O a) O Na0 o ip ca y a) a) a) C 0 i= E Q �U� NN N FL .2 V Q O O O trV Q d d d a) to N i � Y)A bA bA 0 C C C a� bA y T T T CC H •� C a) � � Q C a) � � Q C a) � Q +' ~ O O O O E N a 0 N a 0 N a 0 N + a) p C a) � O 0 O O a) +� O m C Co T O a) O O 0 '�u)� OO 3 U o a)O +, cn .O U — +� a) a) O Q Oy uj (6 (6 Q m 7 '— '� -6 O 7-:N c.� Y)A' O N a + H LL- U O a--� X 0 0 D � 0 m 0--5 � +�-� � U) +� uj Q � f6 > U U N c6 O N .� .+� +, m U X .O y +, +� u) E u) c c6 bA �O (A a) Q O _6 a) U) C _0 T a) (p —_ 0 0 U — Q a) O C OU D (6 0 y Q i 00 O O O _0 E m U) -� c C E co } U) > +, O N O +� 0 C 0-a) co .0 (n '� C O (6 a) O bA V 70 a) Q U) w -0 C 0 a) N +' y (3 -0 O M , O N q O .0 U O U C OC 0 0 a) C Q (n N U) 0 C� UU 0 u) E i a) z3 T Q(6 C N -6 -6 Q N '6 C O i C N a) O 'p -6 C '(6 -6 O E Q— (6 O> }' (6(n (6 E O O 'p C UU U C UU C UU U C UU E O Q (6 Q Q -6 .E (6 O Q .E _0 7 .E O N U)) U rl N (o O Z .Q Q 2 (a —j (DO Q� O O CO —i b00 0 (6 Q � d xU U) W —i O 00 a) —i E 0 O N a) Q & a- < Q (3 .Q Q N U) O O +� 0 O Q a) O U +) 0 N a) +, O U) co a) U H O p bC: U U co U c 0 > a) U U N a) (6 a) a) }' O (6 a) (6 (6 E U U +� O c E U) a) O d U) O Q Z M N U) O U m U a) U O 0 ' +O+ d O Q C) a) m Q Q (6 C ° U +'j 'p d u) E b.A +P U) U C 0 i a) 6 CoU mZ3 '° c6 (�6 }' (6 Ud� a) +� U 6 J U O Z N Co c U a) U) 0 U 0 U U 6 U a)00 > U N .0 +) m U N p U d U a) O T E } O co co a) .O O U 0 O 0 co O co a) U ) a) O U cn co a) O c co bA (n Q UPJ D CO (,4 U co.�U) N� � a) cn O � �E U) L6 d 0 CC (U)6 'i O U U O y Q Q a) LL- L0 ++ T N+�O 0 O O E N c 'OA i C N .� Q U' O _ C O V W Oi T a) c N aO C O Li '(a H bA Q 0 > a) a) a) C +' E Q o �U a) FL •V � ) O Q V Q O V a) to � a) C + L�6 E E O E 0 O Q H to O U j bA N U E c c O 0 O N N O0 a) a) (a O (a co c > (1) ' 7—+, E } a) 0 O cn U co +� bA +' _ cn�N�U Q O U) > N .0 > '} O - O O N D-0+� N U) bc0 6 c c� 0 a) a) a) =+� cn N D0-0 c Q .t > coU Q N Z3 0 U Q a) y (a U :E U U Co � a) '� U a a) T Co +O }' U O '6 c c (n a) .� .O .E (n nz o a) U .Q E +� U } p m Q a) c c N N - Q E O +�—'' (� U a) Q a) U (U6 'E U)LL T +, a) a cn a) E w a) N O 0 aj N c 0 U bA Q — N ca c U U Q N Y)A a) E a) . 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O U U U >O O O u (�U6 >O N c6 -o c6 O >O cz U W > d d d � U d U W d Q W > d>� E d� W m W Q U d C Z .Q Q 2 (a —j (DO Q� O 0m —i qOp O (6 Q � d xU U) W —i O 00 N —i E 0 N N N Q & a- < Q (`3 .Q Q U) cn U+, N.0 T(o 0 0 0 N Co N d E> + C +�+ U) 0(6 U) N N Q 0 O 6 O C T N N N U D rl 0 O O (o N :3 V (6` (6 '+� Q y0 'p E O U) S U� Q ZUQ� d S O +, O +, O - 0 Q Q Q (6 ,r O � C O C: C O c O C 0 > 7U > 7 U > 7 �C E a� E Q E Q (6 W O N i O N i O N U— U— U D N V � N W i T N N N Na 0 O O O uj +�+ LL (a bA >> N N > N N C i=E Q d•V 0 NN N �U V Q O O O (F Q d d d V N (p N O 0 0 O 0 O (a +' U O cn O cn 0 (a O ~(a •C Q — Q c6 � Q c6 � H 0 O c O c to O O O 0 c (6 N O �^ (6 E> N O d (n N +� N N 7 uj m U O O N O U) N O— O +'O Q d 0 Ct N 0'� c6 -03: c6 i ( c6 N .) 0 bA N+ bA d N -6 c> O' N d N O N '5 Q +� YaA N c Q bA N ` N O bA N O c O O N c� (o 7 N O c6 Q N 0 N N> bA 6 N UCo N N N (n N c6 -t c0) " d-0 d+, m O b 0 y N T c6 Q— N O: q) W � O (A Q O O 6 p Q U N T >S2 E QOL bz3 E d U) � O Z3co ( Ad>QO cO N0 OO Q>OO O +O E N p U ° � EE E p U O' E — O O Q X N -6 U ON � U p LL 6 N Q U Q 6 p 0 O U NzO 0 Q CO 4 rl N Z CO a a .Q Q 2 N O O CO i (Do 0-(,4 O Q L 0 (6 —j D o Q�0 O CO —i qOp O (6 Q � d xU U) W r -I O 00 N —i E 0 O N N Q & a- < Q C3 .Q Q U) U) a� bAp�d'U N N EE c6 (n b.A m U -6 N (A c�� o D U y+ - U) 0 (6 C U) N y �Q-- N 5 - a3 0 c c E Co 0 CL �_ y 0U a 7 U O � > C � f6 bA i (y6 z3(y6 E +' 0 N C (6 N E Q C *O— W Ur N V � N W i T N N aO C O LJJ +0+ LL ip m •� y bA 0 > N r) C i= E Q FL �U� } N .2 O V Q Q d V N y � N N 3 C O O U Q f0 O •� H Q a C +, E O cn bA > U O c U �O E y N O 0 3: — c E 3 p c o= a ca c N cn C� N +, N +, c6 H Q cn O O N >o .- +� 5 .+, 10 � E O +, t o m U�= 3 0 E D ca M y � N � c .Q ° D Q N O u� Q qp ca w o c c° E '= c o p O°ui .o o U Q .QZ3 co N p c bA >w 6 U N N E U E � 7j E bA +' -Ci 0 bA O O b0 N Q c6 N 6 O (n C y -o O M W N N 3.U) Q�� N E O 0 O T (6 (A c}n�a+, U 7 (6 '— U) a--� N '° U 0 N b0 ° 6 N c6 6 N c 0 U N E N bA \ U N�� O O U U N c i N E N E (n 6 O (A m O y O Q 0 O y +� bA O T U a bA 0-70 U)� (D Q N N 'c .E c +, c c .E o bA � O ca E a� (n 3 Q o ca bA ca Q m .M Q N N 6— p YaA p 0 YaA � (+31 Q N m N�� O-0 O y 6(o ll0 c C: co 2, U 6 U O Q N c > +� O U Q .+� +, U N- E& Q> O 4-- U E b°0 3 0> v (a E o (o U) o cn a� E o a .E . � O z o .Q Q 2 N O O J) i N O O N pa O O O O CO qOp O ca Q � a xU ct) W —I O 00 N —i E 0 N N N Q & a- < Q (D .Q Q U) a� bAp�U 7 F (6 Q O > +� U 0 1, D O E U D 7 U O N C C E O Q N O .E H 0N .E N c6 O � > 7 U O Q *' N E L6 i c�6 E a+ 0(6 p Qj W O N i +O+ U Q — N V � N W i T N N aO C O LU +0+ LL (c6 .!R H ho Q 0 > N N C :5E E Q cc FL �U� N .2 O V Q Q d V N N � N N 3 C O O N C E 0Q ho 0 D LO O '� E c H Q a C +, E O O O N a p U) � N � oa � � °° c� Q o CO a `) oa 7 ENS ° oaxi .� o 3: -0!E o ap b0 O p c 00 6 N �' O a LL N 6 ~ c6 O O E 0 bA6d b�0 cn N a Od 0 NC) c O nQ �° a �E aivC -_ E Oct) dO p0 p 00 (1) 3: 0 6 t3A E N O O z 0 c6 E 00 O E N 70 Q O O U)O Q Q 0- O 0 O c c6 Q c6 N N O XU O° pQ OO- +� N >c N+1 0R Q p N 0 p E E N d— E U N N Q.E > 0 U zi 6 6 N 0 a p 6 rl U N co N c6 N°° Q E a' N I— N cn p 6 O Q U N I� 6 N tp � � +� p E (n d � � � 0 O Q F--- Q N N '+� cvU) �a�'i� ai�>�� P- E -6 +� cn i 3:i 6 u'� � � �� v . +� +� ca a cn -6 L' — O zi N Q -0 0 Ln 0 z 0, � .Q Q > ƒ\ \\ /\ 7< /U) G/ \/ ( N %a- < o 2 � R � 2� 7$ k C 0 �{ $ § ƒ§ U) 0S o r- � S0 k 3� § �\ Co FL FL. u a k � � § � %@ 2� �k k0 e/ §2 7 E � f® \± / '/ U) o _ a � �$%{%% 4-000 W e3gEa@\f 0¥ \ 0// @° 7 / ° $ R= E ISE o z \E7/\\k u _ = o = o ® 4 e = o t .2 3° o s$ e E/ 2+ 4 y 3 _=m02 __ _r-° > @ > =.g U)DU) \k .D z = 4 = 4 a = 0 z 2 Agreement for the Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Sources and Acronyms 5. Sources/Acronyms 5.1 Sources The following sources were consulted in the preparation of this Initial Study. Field Observations Austin -Foust Associates, Inc., May 2011. ATEP - District and County Land Swap Traffic Evaluation Technical Memorandum. Austin -Foust Associates, Inc., February 2009. South Orange County Community College District (SOCCCD) Advanced Technology & Education Park at Tustin Legacy Phase 3A Traffic Circulation Analysis. BRAC PMO West, November 2008. Final Amended Site Management Plan Fiscal Year 2009 Update Former Marine Corps Air Station Tustin, Tustin, California. City of Tustin, July 23, 2008. Letter to Raghu Mathur, Ed.D., Chancellor, South Orange County Community College District re: Preliminary Draft Long Range Academic and Facilities Plan (Review and Comment). City of Tustin and Department of the Navy, 1998. FEIS/EIR for Disposal and Reuse of MCAS Tustin and Addendum. City of Tustin, Revised April 2007. 2007 Annual Mitigation Monitoring and Status Report for Final Joint Environmental Impact Statement/Environmental Impact Report For the Disposal and Reuse of MCAS Tustin. City of Tustin, Revised February 2008. 2008 Revised Mitigation Monitoring and Status Report for Final Joint Environmental Impact Statement/Environmental Impact Report For the Disposal and Reuse of MCAS Tustin. City of Tustin, Reuse Plan adopted October 31, 1996, amended September 8, 1998, Specific Plan adopted by City Council Ordinance No. 1257 on February 3, 2003, and Specific Plan Amendment Adopted by City Council Ordinance No. 1311 on April 17, 2006. MCAS Tustin Specific Plan/Reuse Plan. City of Tustin General Plan City of Tustin Resolutions (including environmental checklists) regarding Tustin Legacy: 00-90; 04-32; 04- 73; 04-74; 04-76; 04-77; 05-28; 05-35; 05-37; 05-38; 05-40; 05-71; 05-75; 05-76; 05-77; 05-78; 06- 42; 06-43; 07-92; 08-09; 08-18; 08-38; 08-39; 08-42; 08-53. City of Tustin, September 6, 2011. Environmental Analysis Checklist for Specific Plan Amendment (SPA) 11-003, Minor Text Amendments. Giroux & Associates, March 29, 2013. Air Quality and GHG Impact Analyses: ATEP Bell Avenue Project. Giroux & Associates, March 29, 2013. Traffic Noise Impact Analysis: ATEP Bell Avenue Project. RGP Planning & Development Services, November 2008. South Orange County Community College District ATEP Advanced Technology & Education Park Long -Range Academic Plan and Facilities Plan, as amended by the October and November 2008 Erratas (LRP). 96 April 2013 Agreement for the Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Sources and Acronyms RGP Planning & Development Services, November 2008. South Orange County Community College District ATEP Advanced Technology & Education Park Long -Range Academic Plan, as amended by the October 2008 Errata (LRAP). RGP Planning & Development Services, July 2008. CEQA Addendum/Initial Study for Advanced Technology Education Park (ATEP) Long Range Academic and Facilities Plan (LRP). RGP Planning & Development Services, October 2008. CEQA Addendum/Initial Study and Appendices errata for Advanced Technology Education Park (ATEP) Long Range Academic and Facilities Plan (LRP). South Orange County Community College District, April 22, 2004. "Agreement Between the City of Tustin and The South Orange County Community College District For Conveyance of a Portion of MCAS, Tustin and The Establishment of an Advanced Technology Educational Campus" (the "District Conveyance Agreement"). South Orange County Community College District, November 2008. Resolution 08-35 Adopting the Addendum as Amended by the Errata dated November 2008 to the Final Environmental Impact StatemenVEnvironment Impact Report for the Disposal and Reuse of the WAS Tustin and the WAS Tustin Specific Plan/Reuse Plan dated October 1996, as Amended by the Errata dated September 1998 pursuant to the California Environmental Quality Act for the Project, the Long -Range Academic and Facilities Plan dated June 2008 and as Amended by the Errata dated October 2008 and the Errata dated November 2008, and the Long -Range Academic Plan dated June 2008 and as Amended by the Errata dated October 2008. South Orange County Community College District, March 2009. ATEP Phase 3A Concept Plan. Stantec, April, 2013. Advanced Technology and Education Park (ATEP) Traffic Study. State of California, California Code of Regulations 97 April 2013 Agreement for the Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Sources and Acronyms 5.2 Acronyms ACM asbestos -containing materials ADT average daily trips AELUP Airport Environs Land Use Plan ATEP Advanced Technology & Education Campus BMP best management practices CDFW California Department of Fish & Wildlife CEQA California Environmental Quality Act City City of Tustin CNEL community noise equivalent level County County of Orange RWQCB Regional Water Quality Control Board DAMP Drainage Area Management Plan District South Orange County Community College District DSA Division of the State Architect EIR Environmental Impact Report EIS Environmental Impact Statement EV education village FAR floor area ratio FEIS/EIR Program Final Joint EIS/EIR for the Disposal and Reuse of Marine Corps Air Station (MCAS) Tustin (SCH No. 94071005). FEMA Federal Emergency Management Agency FOST Finding of Suitability to Transfer GHG greenhouse gas ICU intersection capacity utilization LBP lead-based paint LEED Leadership in Energy and Environmental Design LID low -impact development LIFOC Lease in Furtherance of Conveyance LOS Level of Service LRAP Long -Range Academic Plan LRP Long -Range Academic and Facilities Plan MBTA Migratory Bird Treaty Act MCAS Marine Corps Air Station MMRP Mitigation Monitoring and Reporting Program MND Mitigated Negative Declaration Navy Department of Navy ND Negative Declaration NEPA National Environmental Policy Act NSMP Nitrogen and Selenium Management Program OCFA Orange County Fire Authority OCFCD Orange County Flood Control District OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OCTA Orange County Transportation Authority PA planning area Reuse Plan MCAS Tustin Specific Plan (previously MCAS Tustin Reuse/Specific Plan) ROD Record of Decision RSCCD Rancho Santiago Community College District SARWQCB Santa Ana Regional Water Quality Control Board SB Senate Bill 98 April 2013 Agreement for the Exchange of Real Property GPA 2013-001, SPA 2013-001, DA 2013-002 Addendum/Environmental Checklist Sources and Acronyms SCAB South Coast Air Basin SCAQMD South Coast Air Quality Management District SCH State Clearinghouse SF square feet SOCCCD South Orange County Community College District SPA Specific Plan Amendment Specific Plan MCAS Tustin Specific Plan (previously MCAS Tustin Reuse/Specific Plan) SR state route SRP Short Range Plan SWPPP Stormwater Pollution Prevention Plan TSF thousand square feet Tustin Legacy former MCAS Tustin Site VOC volatile organic compounds WQMP Water Quality Management Plan WQTR Water Quality Technical Report 99 April 2013 Agreement for Exchange of Real Property Addendum/Environmental Checklist 6. Report Preparers Report Preparers The following professional firms and team members were involved in the preparation of the CEQA documentation for the proposed amendment to the WAS Tustin Specific Plan. RGP Planning & Development Services (RGP) • Jeremy Krout, AICP, LEED GA, Principal • Rafik Albert, AICP, LEED AP, Associate Stantec (formerly Austin -Foust Associates) • Krys Saldivar Giroux & Associates • Hans Giroux • Sara Gerrick 100 April 2013 Agreement for Exchange of Real Property Addendum/Environmental Checklist Appendix A Traffic Study (April 2013) Appendices April 2013 f Stantec Appendix A Advanced Technology and Education Park (ATEP) Traffic Study April 2013 Draft Report Prepared For: SOCCCD 2073007510 Advanced Technology and Education Park (ATEP) Traffic Study April 9, 2013 Draft Report Prepared for: South Orange County Community College District (SOCCCD) 28000 Marguerite Parkway Mission Viejo, CA 92692-3625 Submitted by: Stantec Consulting Services Inc. 19 Technology Drive, Suite 200 Irvine, CA 92618 (949) 923-6000 Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY Table of Contents 1.0 INTRODUCTION................................................................................................................1.1 1.1 PROJECT DESCRIPTION..................................................................................................1.1 1.2 ANALYSIS SCOPE AND METHODOLOGY.......................................................................1.4 1.2.1 Study Area...........................................................................................................1.4 1.2.2 Traffic Model Background....................................................................................1.4 1.3 PERFORMANCE CRITERIA..............................................................................................1.5 1.4 REFERENCES...................................................................................................................1.5 2.0 PROJECT DESCRIPTION.................................................................................................2.1 2.1 PROJECT LOCATION AND ACCESS...............................................................................2.1 2.2 TRIP GENERATION...........................................................................................................2.1 2.3 TRIP DISTRIBUTION.........................................................................................................2.3 3.0 YEAR 2035 PROJECT IMPACT ANALYSIS.....................................................................3.1 3.1 YEAR 2035 TRAFFIC IMPACTS........................................................................................3.1 3.1.1 Average Daily Traffic Volumes.............................................................................3.1 3.1.2 Peak Hour Intersection Levels of Service............................................................3.1 3.2 YEAR 2035 FINDINGS AND CONCLUSIONS...................................................................3.8 4.0 SPECIAL ISSUES..............................................................................................................4.1 4.1 ATEP ACADEMIC ALTERNATIVE.....................................................................................4.1 4.2 BELL AVENUE...................................................................................................................4.1 4.2.1 Signalization.........................................................................................................4.1 4.2.2 Left -Turn Storage.................................................................................................4.3 5.0 FINDINGS AND CONCLUSIONS......................................................................................5.1 South Orange County Community College District (SOCCCD) KS v:\2073\active\2073007510\report\rpt.docx S` ntec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY List of Figures Figure 1-1 Project Location and Surrounding Circulation System .......................................... 1.2 Figure 1-2 Neighborhood A Planning Areas...................................................................... 1.3 Figure 2-1 Advanced Technology and Education Park ........................................................ 2.2 Figure 2-2 2035 Project Trip Distribution...........................................................................2.5 Figure 3-1 2035 ADT Volumes (000s).............................................................................. 3.2 Figure 3-2 2035 Peak Hour Volumes — No-Project.............................................................. 3.3 Figure 3-3 2035 Peak Hour Volumes — With-Project........................................................... 3.4 Figure 3-4 Intersection Lane Configurations....................................................................... 3.5 Figure 3-5 Intersection Location Map................................................................................ 3.6 Figure 4-1 Peak Hour Volume Warrant (Higher Speeds/Rural Areas....................................4.4 Figure 4-2 Peak Hour Volume Warrant (Lower Speeds/Urban Areas)...................................4.5 Figure A-1 Intersection Location Map................................................................................A-5 South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY List of Tables Table 1-1 Level of Service Descriptions — Signalized Intersections ......................................... 1.6 Table 1-2 Intersection Level of Service Ranges (ICU Methodology) ....................................... 1.7 Table 1-3 Performance Criteria for Intersections Analyzed Within the Study Area .................. 1.8 Table 2-1 Project Site Trip Generation Summary................................................................ 2.4 Table 3-1 2035 Intersection LOS Summary........................................................................3.7 Table 4-1 ATEP Project Alternative Trip Generation Comparison..........................................4.2 Table 4-2 2035 Peak Hour Signal Warrant Summary .........................................................4.6 Table 4-3 2035 Left -Turn Storage Length Requirements.......................................................4.7 South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY April 2013 1.0 Introduction This report presents the findings of a traffic study carried out for the proposed changes to Tustin Legacy Neighborhood A. The purpose of this report is to identify and evaluate how the proposed project differs from the original Specific Plan and any subsequent approved Specific Plan amendments in terms of traffic impacts pursuant to City -adopted California Environmental Quality Act (CEQA) thresholds of significance. The traffic study is in support of the Specific Plan Amendment and is a Supplemental to the previously approved EIR/EIS carried out for Tustin Legacy. It should be noted that the Specific Plan land uses as well as the circulation system that were assumed in previous Tustin Legacy studies outside the proposed project site as carried out for the 2010 Specific Plan Amendment are included here. 1.1 Project Description The project includes proposed changes to South Orange County Community College District's (SOCCCD) Advanced Technology and Education Park (ATEP) campus and a parcel owned by the City of Tustin. The easterly extension of Bell Avenue from its existing terminus at Red Hill Avenue to Armstrong Avenue is also part of the proposed project as the extension provides additional capacity to the surrounding circulation system allowing increases in land use intensity in the ATEP campus and the city -owned parcel south of ATEP. Collectively the land use changes and extension hereinafter will be called the "proposed project." The results of the proposed project will be compared to conditions without the extension and land uses according to the Specific Plan Amendment approved in 2010. The land uses that are part of the proposed project are comprised of a 51/49 mix of learning center and office uses. The land uses in the city's parcel are assumed as community commercial and general office uses whereas previously a special generator was identified for the parcel. Direct project access is provided by Valencia Avenue, Warner Avenue, Armstrong Avenue and the easterly extension of Bell Avenue from Red Hill Avenue to Armstrong Avenue (see Figure 1-1). Valencia Avenue, Armstrong Avenue and Bell Avenue are four -lane secondary arterials and Warner Avenue and is a six -lane major arterial. No direct project access is assumed to Red Hill Avenue which is a six- to seven -lane major arterial and forms the border to the west. The 1-5, SR - 55 and 1-405 Freeways as well as Edinger Avenue are nearby facilities acting as regional conduits to the proposed project site. Figure 1-2 illustrates the location of the proposed project in Planning Area 1 of Tustin Legacy Neighborhood A. South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec 4S /a �� �p 11C r— 5M Z I 0 ro 4S mom"m u Ns ELL 4S WARNER C 0 6M 6M U 0) a) .o . a - 7 T X_ W 0 J VALENC BELL r � QJ U A N >+ o ii p O w U N N i O TM CD co Q U (B N � O Q WARNER d d 'c Co W Co e1 Q d Z LU \ `\ ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY 1.2 Analysis Scope and Methodology As per past Specific Plan Amendment traffic studies, the proposed project will be analyzed under conditions that assume buildout of the entire Tustin Legacy. As previously mentioned, the purpose of this report is to identify and evaluate how the proposed project differs from the original Specific Plan and any subsequent approved Specific Plan amendments in terms of traffic impacts. Therefore existing conditions will not be presented. Average daily traffic (ADT) and peak hour analyses will be used to verify if the proposed land use and internal circulation changes affect the off-site roadway system when compared to the project that was the subject of the approved EIR/EIS. The methodology proposed is to evaluate long- range peak hour capacity utilization at the major off-site intersections near the proposed project. The analysis in this report identifies potential impacts of the proposed project based on long-term 2035 future traffic conditions. Future traffic conditions were prepared using the Irvine Transportation Analysis Model (ITAM) and the Tustin Legacy Traffic Model (TLTM). The project site, which has been the subject of previous analyses, was last approved as part of the Specific Plan Amendment in 2010. The forecasts for the proposed project are based on the newly released ITAM 12 Year 2035 Baseline Version. For purposes of this traffic analysis, the no -project assumes that the project site contains uses according in the Specific Plan. 1.2.1 Study Area Analysis of the peripheral intersections will determine the extent of the study area (i.e., there are no significant impacts with the proposed project). The intent is to show that the overall distribution of the Legacy area traffic is similar to that estimated previously, and therefore the assumptions regarding project mitigation responsibilities remain unchanged. Previous analyses indicated that the study area defined in this traffic study as the area bounded by Valencia Avenue to the north, Armstrong Avenue to the east, Warner Avenue to the south and Red Hill Avenue to the west is sufficient limits to analyze the proposed project impacts. During the course of this study no -project versus with -project traffic forecast data were reviewed and the results were used to determine if significant or adverse project impacts occur beyond the study area boundary based on the circulation system performance criteria applied in the study. Based on the findings of the project traffic impact analysis, no expansion of the study area beyond the limits presented here is warranted. 1.2.2 Traffic Model Background As previously mentioned, the traffic forecast data for the proposed project was prepared using the ITAM 12 Year 2035 Baseline version and the Tustin Legacy Traffic Model (TLTM). The ITAM traffic forecasting model is a focused sub -area model derived from the Orange County Transportation South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY Analysis Model (OCTAM 3.4 with modified OCP -2010 socioeconomic data assumed). The OCTAM is maintained by the Orange County Transportation Authority (OCTA), and ITAM 12 has been developed according to the Orange County sub -area traffic modeling guidelines adopted by the OCTA. The OCTA has certified the ITAM traffic model as being consistent with the OCTAM regional model. The ITAM uses a 2035 time frame for traffic forecasting with corresponding assumptions with respect to local and regional transportation improvements. The TLTM is used for local access and is based on ITAM. Nearby major cumulative projects such as the Irvine Business Complex (IBC) Vision Plan and Pacific Center East project (near Edinger Avenue and Del Amo Avenue) are assumed in the background conditions as well as socioeconomic data growth projections according to the OCP - 2010 that are inherent in ITAM and derived from OCTAM. The Tustin Legacy is assumed built out per the Specific Plan outside of the project site. 1.3 Performance Criteria In this report, a set of performance criteria is utilized to identify future level of service (LOS) deficiencies on the study area circulation system and also to define impacts and peak hour intersection capacity utilization (ICU) values of significance. According to the Highway Capacity Manual (HCM) summarized in Table 1-1, traffic LOS is designated "A" through "F" with LOS "A" representing free flow conditions and LOS "F" representing severe traffic congestion. The intersection criteria involve the use of peak hour ICU values. The ICU ranges that correspond to LOS "A" through "F" are presented in Table 1-2. By practice, the ICU methodology assumes that intersections are signalized. LOS "D" (ICU not to exceed .90) is the performance standard for the intersections in the study area. The performance criteria presented in Table 1-3 are based on LOS calculation methodology and performance standard that have been used by the City of Tustin and by the OCTA as part of the Congestion Management Program (CMP). The performance criteria applied here is the same as used in previous traffic analyses for the area. When the project causes the intersection to exceed the performance standard (LOS "D"), mitigation is required to bring the intersection back to an acceptable level of service. If the intersection is already deficient (i.e., exceeds the performance standard) under no -project conditions and the project contributes further to the deficiency by increasing the ICU by .02 or more, mitigation is required to bring the location back to no -project level of service conditions. 1.4 References 1 . "Tustin Legacy Traffic Analysis," Austin -Foust Associates, Inc., February 22, 2006. 2. "MCAS Tustin Specific Plan/Reuse Plan Specific Plan Amendment 2011-04" Prepared for City of Tustin, the Local Redevelopment Authority, April 3, 2012. South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY Table 1-1 Level of Service Descriptions — Signalized Intersections Levels of service (LOS) for signalized intersections are defined in terms of control delay as follows: LOS Description LOS A describes operations with low control delay, up to 10 seconds per vehicle. This A LOS occurs when progression is extremely favorable and most vehicles arrive during the green phase. Many vehicles do not stop at all. Short cycle lengths may tend to contribute to low delay values. LOS B describes operations with control delay greater than 10 and up to 20 seconds per B vehicle. This level generally occurs with good progression, short cycle lengths, or both. More vehicles stop than the LOS A, causing higher levels of delay. LOS C describes operations with control delay greater than 20 and up to 35 seconds per vehicle. These higher delays may result from only fair progression, longer cycle lengths, C or both. Individual cycle failures may begin to appear at this level. Cycle failure occurs when a given green phase does not serve queued vehicles, and overflows occur. The number of vehicles stopping is significant at this level, though many still pass through the intersection without stopping. LOS D describes operations with control delay greater than 35 and up to 55 seconds per vehicle. At LOS D, the influence of congestion becomes more noticeable. Longer delays D may result from some combination of unfavorable progression, long cycle lengths, and high V/C ratios. Many vehicles stop, and the proportion of vehicles not stopping declines. Individual cycle failures are noticeable. LOS E describes operations with control delay greater than 55 and up to 80 seconds per E vehicle. These high delay values generally indicate poor progression, long cycle lengths, and high V/C ratios. Individual cycle failures are frequent. LOS F describes operations with control delay in excess of 80 seconds per vehicle. This level, considered unacceptable to most drivers, often occurs with oversaturation, that is, F when arrival flow rates exceed the capacity of lane groups. It may also occur at high V/C ratios with many individual cycle failures. Poor progression and long cycle lengths may also contribute significantly to high delay levels. Source: Highway Capacity Manual 2010, Transportation Research Board of the National Academies. South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY Table 1-2 Intersection Level of Service Ranges (ICU Methodology) Level of Service (LOS) Intersection Capacity Utilization (ICU) South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY Table 1-3 Performance Criteria for Intersections Analyzed Within the Study Area V/C Calculation Methodology Level of service based on peak hour intersection capacity utilization (ICU) values calculated using the following assumptions: Saturation Flow Rate: 1,700 vehicles per hour per lane Clearance Interval: .05 Right -Turn -On -Red Utilization Factor*: .75 * "De facto" right -turn lane is assumed in the ICU calculation if 19 feet from edge to outside of through -lane exists and parking is prohibited during peak periods. Performance Standard All study area intersections: Level of Service D (peak hour ICU less than or equal to .90). Mitigation Requirement For ICU greater than the acceptable level of service, mitigation of the project contribution is required to bring intersection back to acceptable level of service where the deficiency is caused by the project or to no -project conditions or better where the project adds to a an already deficient condition and the project contribution is .02 or greater (i.e., more than 1.0 percent). South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY April 2013 2.0 Project Description The proposed project is comprised of changes to land uses in the Advanced Technology and Education Park (ATEP) campus and city parcel south of ATEP along with the Bell Avenue connection. The proposed project is located in Planning Area 1 in Tustin Legacy Neighborhood A. This chapter describes the traffic characteristics of the proposed project including the project access points. The trip generation estimates and traffic distribution patterns associated with the proposed project are then presented. This project description information is applied in the traffic impact analysis section of this report to analyze the project under year 2035 conditions. 2.1 Project Location and Access The proposed project illustrated in Figure 2-1 is bounded by Valencia Avenue to the north, Armstrong Avenue to the east, existing Sheriff's Academy on County -owned land and Rancho Santiago Community College to the southeast, city parcel to the south/southwest and Red Hill Avenue to the west. The connection of Bell Avenue as a four -lane secondary arterial between Red Hill Avenue and Armstrong Avenue is also part of the project. Figure 2-1 also shows the preliminary ATEP access points on Bell Avenue and Valencia Avenue, all of which are full access. The primary access to the ATEP campus is assumed to be located on Valencia Avenue and Warner Avenue is the primary access for the city parcel south of ATEP. According to the 2010 Specific Plan Amendment (also referred to in this report as the "No - Project"), Bell Avenue is not extended and access to the northern uses within Neighborhood A is via Valencia Avenue and via Warner Avenue for the southern uses. Bell Avenue when extended from Red Hill Avenue to Armstrong Avenue will provide additional access to these uses. For purposes of the analysis, it is assumed that the city parcel has full access only on Warner Avenue. The district's access is dependent on the anticipated location of parking on Bell Avenue and Valencia Avenue. This analysis assumes that around 60 percent of the district's uses north of Bell Avenue access Valencia Avenue compared to 40 percent on Bell Avenue. Existing uses such as the Sheriff's Academy and Rancho Santiago Community College District will continue to operate and have access to Armstrong Avenue. 2.2 Trip Generation As previously mentioned, the project site, which has been the subject of previous traffic analyses, was last approved in 2010 as part of the Specific Plan Amendment carried out at that time. For this traffic analysis, the no -project conditions assumed for the future (year 2035) include the currently approved learning center of 893,850 square feet in ATEP and Tustin facility (essentially a bank of trips of undetermined land uses) in the city's parcel south of ATEP. The land uses that are part of the proposed project are comprised of a 51 /49 mix of learning center and office South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec LU en Z jw w Q U Qy WU----��---1 U D W Lu oLU Z�Q IN rn�m �LL N I► UFo \\a co Qv� Eo /� '' ##* ` 000 r LU,/ U / Q Z N N I� Nw r j a 1 U N LL LL' } W / N� z v oma^ QyJ / z ul ; N M m m o z w Q/ Z NNLL '6LL Z U Z LU z N W m M U W V U o 1 1 Q o �1na N Eo Way / a� 'n = 1 J mO / = i 1 r^ ' w LU ate"-' Awa z w Q 0 U Z '. Z V Z V U U waw (LU) \ ---..i--- —.�— w ♦ N o W Z I D ,}za w Z Co N LU o0o a I w —1 O z LU > I I rn a i I I w �LL �-------------- IZIa�I O O a I LL I Z I I NN uj H V N I U. O Q I 3nN3" H3NHVM 38ninj 01 LJ ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY uses. The land uses in the city's parcel are assumed as community commercial and general office uses whereas previously a special generator was identified for the parcel. The land uses and trip generation on the project site for year 2035 under no -project and with - project conditions are summarized in Table 2-1. As indicated in Table 2-1 and according to the trip generation estimates, the proposed project at buildout will generate around 2,149 AM and 2,114 PM peak hour trips and 17,932 daily trips. The with -project traffic forecasts, which includes the entire buildout of the project, results in increased trip generation differences of1,064 AM peak hour trips, 972 PM peak hour trips and 6,241 daily trips when compared to no -project conditions. As previously mentioned, the Bell Avenue extension, which is also part of the proposed project, provides additional capacity to the surrounding circulation system allowing increases in land use intensity in the ATEP campus and the city -owned parcel south of ATEP that result in an additional 10,000 daily trips. This daily trip increase is divided equally between the city and ATEP, and although not shown in the previous table, the city's remaining trips are assumed in other parts of the Tustin Legacy. The land uses will be placed in neighborhoods that would not result in significant impacts, i.e., Neighborhood G or Planning Area 7 in Neighborhood B. 2.3 Trip Distribution Trip distribution patterns for the project site were developed using the ITAM traffic model and are presented in Figure 2-2 for year 2035. The trip distribution patterns are based on the model's distribution of daily project traffic. These percentages differ slightly in the peak hours, and the traffic model uses the individual peak hour distribution patterns to assign peak hour trips. South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY Table 2-1 Project Site Trip Generation Summary Land Use Amount Unit AM In Peak Hour Out PM Peak Hour •Total I AD NO -PROJECT ATEP LearningCenter 893.85 TSF 589 63 652 135 304 439 5,471 City's Parcel Tustin Facility TBD SG 332 101 433 227 476 703 6,220 TOTAL NO -PROJECT 921 164 1,085 362 780 1,142 11,691 WITH -PROJECT ATEP Learning Center 554.87 TSF 366 40 406 83 189 272 3,397 General Office 533.10 TSF 880 122 1,002 165 795 960 7,075 TOTAL 1,246 162 1,408 248 984 1,232 10,472 DIFFERENCE 657 99 756 113 680 793 5,001 City's Parcel Commercial 39.36 TSF 39 25 64 112 122 234 2,683 General Office 360 TSF 594 83 677 112 536 648 4,777 TOTAL 633 108 741 224 658 882 7,460 DIFFERENCE 301 7 308 -3 182 179 112-40- 240TOTAL TOTALWITH -PROJECT 1 1,879 270 1 2,149 472 1 1,642 1 2,114 1 17,932 TOTAL DIFFERENCE 958 106 1 1,064 110 862 972 1 6,241 Trip Rates Learning Center TSF .66 .07 .73 .15 .34 .49 6.12 Commercial TSF 1.00 .64 1.64 2.85 3.09 5.94 68.17 General Office TSF 1.65 .23 1.88 .31 1.49 1.80 13.27 Tustin Facility SG 3.32 1.01 4.33 2.27 4.76 7.03 62.20 Note: No -Project land uses shown here are consistent with the Specific Plan Amendment approved in 2010. Abbreviations: ADT - Average Daily Trips ATEP - Advanced Technology and Education Park SG - Special Generator TBD - To Be Determined TSF - Thousand Square Feet South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec al of N 1% 24% VALENCIA ,16�J0 ------------------------------ BELL OR 19% WARNER z of ME m 0 0 o_ U) Q O >' U C N O o0 U � U O L U-0 L Q LU LU J �� ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY April 2013 3.0 Year 2035 Project Impact Analysis This chapter analyzes the impacts of the proposed project on year 2035 traffic conditions in the traffic analysis study area. The potential traffic impacts of the project are assessed based on a comparison of 2035 no -project and with -project conditions. 3.1 Year 2035 Traffic Impacts As discussed in Chapter 1.0, the recent release of the Irvine Transportation Analysis Model Version 12 (ITAM 12) and the Tustin Legacy Traffic Model (TLTM) were used to prepare the year 2035 no -project and with -project traffic forecasts that are applied in the analysis. The following sub -sections summarize the resulting 2035 no -project and with -project traffic conditions for arterial roads and intersections. 3.1.1 Average Daily Traffic Volumes Year 2035 no -project and with -project average daily traffic (ADT) volumes are illustrated in Figure 3-1. The introduction of Bell Avenue as a four -lane secondary is beneficial to the circulation system surrounding the project site. It provides additional east -west capacity parallel to Warner Avenue and Valencia Avenue thereby relieving traffic along these roadways. The additional capacity allows increased intensity in the Advanced Technology and Education Park (ATEP) campus as well as in the city's parcel south of ATEP. The highest volume increase with the project is 9,000 ADT on Red Hill Avenue just north of Bell Avenue which increases from 33,000 to 42,000 ADT well within the capacity of a six -lane major arterial. The highest volume decrease with the project occurs on Warner Avenue just east of Red Hill Avenue which decreases from 32,000 to 24,000 ADT. 3.1.2 Peak Hour Intersection Levels of Service Figures 3-2 and 3-3 illustrate the year 2035 no -project and with -project AM and PM peak hour volumes at the intersections analyzed in the study area. The 2035 peak hour volumes along with the corresponding future lane configurations for the intersections analyzed (see Figures 3-4 and 3- 5) result in the intersection capacity utilization (ICU) values summarized in Table 3-1 (ICU calculation worksheets are included in Appendix A). Based on the intersection LOS performance criteria and impact thresholds outlined in Chapter 1.0, no intersection location analyzed in the study area is adversely impacted by the proposed project in the year 2035 ICU analysis (i.e., all intersections with the project are forecast to operate at level of service "D" (LOS D) or better). South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec W 31 27 RED HILL w N 1A 5 5 ARMSTRONG N NO -PROJECT w 32 N 30 r N O N M r O " 6 U O n o N 0 WITH -PROJECT �/A RED HILL 5 m m r r `'' 33 `'' 42 A � 32 dna 3.3 3.4 RED HILL ARMSTRONG EXISTING RED HILL D m A WITH -PROJECT F aj 4 LEGEND OIntersection Location LEGEND 4 Future lane Improvement De -facto Right Turn — — — With -Project Only OIntersection Location 3.5 C.1 VALENCIA V� — \O ---------------BELL----- M WARNER N co ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY Table 3-1 2035 Intersection LOS Summary South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec Intersection• • • • 1. Armstrong & Valencia 52 A .45 A .44 A .40 A 2. Armstrong & Warner .37 A .45 A .37 A .40 A .00 -.05 3. Red Hill & Warner .67 B .60 A .66 B .61 B -.01 .01 4. Red Hill & Valencia .56 A .73 C .62 B .69 B .06 -.04 5. Red Hill & Bell .56 A .50 A .70 C .75 C .14 .25 6. Armstrong & Bell -- -- -- -- .59 A .60 A .59 .60 Notes: 'See Intersection Location Map in Figure 3-5. 2See Table 1-2 for LOS ranges based on ICU. Abbreviations: ICU - intersection capacity utilization LOS - level of service South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY 3.2 Year 2035 Findings and Conclusions The results of the project impact analysis for year 2035 did not indicate any new significant impacts with the project. Full development of the proposed project including the easterly extension of Bell Avenue from Red Hill Avenue to Armstrong Avenue and improvements associated with the current Specific Plan were assumed. South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY April 2013 4.0 Special Issues This chapter presents special issues in two subject areas. The first subject covers the qualitative analysis of an all -academic alternative to the Advanced Technology and Education Park (ATEP) campus instead of a mix of academic and office. The second subject covers the potential impacts of the two intersections changed or formed by the extension of Bell Avenue from its existing terminus at Red Hill Avenue to Armstrong Avenue. The evaluation of the two intersections includes determining the need for signalization and left -turn storage length requirements. 4.1 ATEP Academic Alternative In the event that South Orange County Community College District (SOCCCD) builds the ATEP site as all -academic rather than a mix of academic/general office, the square footage of the learning center would be higher assuming that the trip generation is equivalent to the ATEP academic/general office project mix. In addition to different square footage, the peak hour volumes also differ (see Table 4-1). However the difference is opposite. The peak hour volumes are lower for an all -academic use at ATEP compared to a project with academic/general office mix. It can be concluded, that the findings presented in the previous chapter would still apply if the uses at ATEP change from academic and general office to all -academic. 4.2 Bell Avenue Two intersections change or form when Bell Avenue is extended from its existing terminus at Red Hill Avenue to Armstrong Avenue. An evaluation is carried out at these two intersections which includes determining the need for signalization and left -turn storage length requirements. 4.2.1 Signalization Traffic signal warrants based on peak hour volumes as adopted by the Federal Highway Administration and Caltrans were used here to determine the need for signalization. In applying this warrant, the volumes of both the major and minor street must meet or exceed those shown on the curves in Figures 4-1 and 4-2 for rural and urban conditions, respectively. Determining the major street approach for the signal warrant involves calculating the number of vehicles approaching the intersection on both major street legs. The highest total volume for either the continuous east and west approach or the north and south approach during either AM and PM is determined to be the major street approach for both peak hours. The minor street peak hour signal warrant volume is the number of peak hour vehicles approaching the intersection on only the highest volume leg. The highest volume for either the AM or PM determines the minor approach for both peak hours. South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY Table 4-1 ATEP Project Alternative Trip Generation Comparison I AM Land Use Amount Unit In Peak Hour Out PM Peak Hour Total I AD WITH -PROJECT ATEP Proposed Learning Center 554.87 TSF 366 40 406 83 189 272 3,397 General Office 533.10 TSF 880 122 1,002 165 795 960 7,075 TOTAL 1,246 162 1,408 248 984 1,232 10,472 ATEP Alternative Learning Center 1,710.78 TSF 1,129 120 1,249 257 582 838 10,470 DIFFERENCE -117 -42 -159 9 -402 -394 -2 Trip Rates Learning Center TSF .66 .07 .73 .15 .34 .49 6.12 General Office TSF 1.65 .23 1.88 .31 1.49 1.80 13.27 Note: No -Project land uses shown here are consistent with the Specific Plan Amendment approved in 2010. Abbreviations: ADT — Average Daily Trips ATEP — Advanced Technology and Education Park TSF — Thousand Square Feet South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec O O O O O O O O O O (HOdO?Jddb JAAIOA HOIH) HdA 1:]:]d1S KNIW CD Q 0 co w CD � w o S o O U� 00 W J � d W O H Q W O W S N Y W r (n > O -) C� Q Z O /\ ::5 Q O U� w Lfi Lv = W � u 0 O nof C) � • Oa ow� • CL w O Q 0- O 1 • • LLJ I� O � _ O O o O-) m _ LL- a Q • O "O Z � O d 00 J Q a w CO L) I-- O W W J U) � w �i J 0 z O U � O O O Q ? H > � Q 2 W Q Lv UoW O L O v � Q w IL O Q Q o I -- LL, z_ > w w o O N o U) O D z = " O Q w o Ln o z W = o~ W< W LLJ 0' O �o� O w U w U S � W � J O W Q O Q w 0 O O Un S w w cn > d w � Q � D S U S w > tow W o 3: o 0 w w O O O O .� Z z 0- 0- 7 z vw z w z wQ z� Q J Q W J W Of ow� —0 O O O N N Q O ry LJ O a J Elf w W O Z Z afcn O Q W J z Q W z J w N O O � O O O N � Q w z Q J O O O O O O O O O O (HOdO?Jddb JAAIOA HOIH) HdA 1:]:]d1S KNIW CD Q 0 co w CD � w o S o O U� 00 W J � d W O H Q W O W S N Y W r (n > O -) C� Q Z O /\ ::5 Q O U� w Lfi Lv = W � u 0 O nof C) � • Oa ow� • CL w O Q 0- O 1 • • LLJ I� O � _ O O o O-) m _ LL- a Q • O "O Z � O d 00 J Q a w CO L) I-- O W W J U) � w �i J 0 z O U � O O O Q ? H > � Q 2 W Q Lv UoW O L O v � Q w IL O Q Q o I -- LL, z_ > w w o O N o U) O D z = " O Q w o Ln o z W = o~ W< W LLJ 0' O �o� O w U w U S � W � J O W Q O Q w 0 O O Un S w w cn > d w � Q � D S U S w > tow W o 3: o 0 w w O O R, ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY Rural or urban classifications are determined by the posted speed on the major street. Warrants are based on rural when the speed on the major street is 40 miles per hour (mph) or higher. For urban areas, the speed on the major street is 35 mph or lower. The two Bell Avenue intersections in the study area are analyzed here for year 2035 conditions. The warrants at the Red Hill Avenue and Bell Avenue intersection are based on rural due to the higher speeds along Red Hill Avenue. Lower speeds are expected on Armstrong Avenue therefore the signal warrant analysis at the Armstrong Avenue and Bell Avenue intersection is based on urban. The signal warrant analysis for 2035 with project conditions is summarized in Table 4-2, and based on the application of the warrant, both intersections require traffic signals. Typically, signals are not installed until signal warrants are met. 4.2.2 Left -Turn Storage Left -turn pocket lengths at the two Bell Avenue intersections for new left -turn movements were estimated based on the highest peak hour volume under year 2035 conditions previously presented in Figure 3-3. Where pocket lengths exceed the standard 150 feet for public roadways, the length is based on one foot per peak hour left -turn volume (highest of AM and PM) and rounded into increments of 10. The worst-case estimated left -turn storage length requirements for the intersections analyzed are summarized in Table 4-3. It should be noted that the storage length requirement could be minimized with special signal treatments such as two left -turn phases (i.e., both at the beginning and end of the signal cycle). South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY Table 4-2 2035 Peak Hour Signal Warrant Summary Intersection (North/South Rd & East/West Rd) I I I F 91 M-24 To �1 I F-,TXA MOM Iff ReM, I Fff XA MOM Iff ReM, 5. Red Hill Avenue (Major) & Bell Avenue & Auto Center Drive (Minor) Major Approach Northbound 1,105 2,229 Southbound 2,783 1,283 Total 3,888 3,512 Minor Approach Westbound 422 960 Satisfies Warrant (Higher Speeds/Rural Areas)? Yes Yes 6. Armstrong Avenue (Major) & Bell Avenue Major Approach Northbound 261 938 Southbound 531 332 Total 792 1,270 Minor Approach Eastbound 729 543 Satisfies Warrant (Lower Speeds/Urban Areas)? Yes Yes South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY Table 4-3 2035 Left -Turn Storage Length Requirements South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec 5. Red Hill & Bell SBL AM 589 1 589 590' WBL PM 351 1 396* 400' 6. Armstrong & Bell NBL PM 518 1 518 520' EBL PM 250 1 250 250' * Lane is shared with ET volumes so ET volume is included in the volume/lane calculation. Abbreviations: ET — Eastbound Through N,S,E,W— North, South, East, West South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY April 2013 5.0 Findings and Conclusions This report presents the findings of a traffic study carried out for the proposed changes to Tustin Legacy Neighborhood A. The purpose of this report was to identify and evaluate how the proposed project differs from the original Specific Plan and any subsequent approved Specific Plan amendments in terms of traffic impacts pursuant to City -adopted California Environmental Quality Act (CEQA) thresholds of significance. The traffic study is in support of the Specific Plan Amendment and is a Supplemental to the previously approved EIR/EIS carried out for Tustin Legacy. The Specific Plan land uses and the circulation system that were assumed in previous Tustin Legacy studies outside the proposed project site as carried out for the 2010 Specific Plan Amendment are included here. The traffic impacts of the proposed project in Neighborhood A in Tustin Legacy were identified by analyzing the traffic conditions for the study area circulation system based on year 2035 time frame. In each case, traffic conditions under no -project and with -project were compared to identify the potential traffic impacts of the project. The project site assumes the current approval (from the 2010 Specific Plan Amendment) for the site under year 2035 no -project conditions, and the proposed project changes are assumed to be fully developed under year 2035 with -project conditions including the extension of Bell Avenue to Armstrong Avenue. The circulation system performance criteria applied in the analysis are based on level of service (LOS) calculation methodologies and performance standards for intersections that have been used by previous reports in the Tustin Legacy. The results of the year 2035 project impact analysis, which are presented in detail in Chapter 3.0 of this report, indicate that the proposed project is not forecast to significantly impact any intersections in the study area (see Table 3-1). Therefore no project mitigation measures are required The intersection LOS summaries presented in Chapter 3.0 indicated that enough capacity is available to accommodate the proposed project with all intersections operating at LOS "D" or better in the study area. The results of the analysis presented in Chapter 4.0 indicate that the proposed project meets the requirements for site access including the lane geometry at the new Bell Avenue intersections. Adequate design of these two intersections and the Bell Avenue extension itself will accommodate the proposed project with no adverse traffic conditions on other parts of the circulation system. South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY Appendix A Intersection Capacity Utilization (ICU) Worksheets South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx S` ntec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY Appendix A Intersection Capacity Utilization (ICU) Worksheets This appendix summarizes information pertaining to the intersection analysis portion of the traffic study for the proposed project. Intersection location reference map is provided in Figure A-1 for the project study area. The AM and PM peak hour intersection capacity utilization (ICU) worksheets for year 2035 no -project and with -project conditions future traffic analysis scenarios analyzed in the study area are presented in the following order by intersection: ICU Calculation Methodology The ICU calculation procedure is based on a critical movement methodology that shows the amount of capacity utilized by each critical movement at an intersection. A capacity of 1,700 vehicles per hour per lane is assumed together with a .05 clearance interval. A "de facto" right - turn lane is used in the ICU calculation for cases where a curb lane is wide enough to separately serve both through and right -turn traffic (typically with a width of 19 feet or more from curb to outside of through -lane with parking prohibited during peak periods). Such lanes are treated the same as striped right -turn lanes during the ICU calculations, but they are denoted on the ICU calculation worksheets using the letter "d" in place of a numerical entry for right -turn lanes. The methodology also incorporates a check for right -turn capacity utilization. Both right -turn -on - green (RTOG) and right -turn -on -red (RTOR) capacity availability are calculated and checked against the total right -turn capacity need. If insufficient capacity is available, then an adjustment is made to the total capacity utilization value. The following example shows how this adjustment is made. Example for Northbound Right 1. Right -Turn -On -Green (RTOG) If NBT is critical move, then: RTOG = V/C (NBT) Otherwise, RTOG = V/C (NBL) + V/C (SBT) - V/C (SBL) 2. Right -Turn -On -Red (RTOR� If WBL is critical move, then: RTOR = V/C (WBL) Otherwise, RTOR = V/C (EBL) + V/C (WBT) - V/C (EBT) South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx S` ntec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY 3. Right -Turn Overlap Adjustment If the northbound right is assumed to overlap with the adjacent westbound left, adjustments to the RTOG and RTOR values are made as follows: RTOG = RTOG + V/C (WBL) RTOR = RTOR - V/C (WBL) 4. Total Right -Turn Capacity (RTC) Availability For NBR RTC = RTOG + factor x RTOR Where factor = RTOR saturation flow factor (75%) Right -turn adjustment is then as follows: Additional ICU = V/C (NBR) — RTC A zero or negative value indicates that adequate capacity is available and no adjustment is necessary. A positive value indicates that the available RTOR and RTOG capacity does not adequately accommodate the right -turn V/C, therefore the right -turn is essentially considered to be a critical movement. In such cases, the right -turn adjustment is noted on the ICU worksheet and it is included in the total capacity utilization value. When it is determined that a right -turn adjustment is required for more than one right -turn movement, the word "multi" is printed on the worksheet instead of an actual right -turn movement reference, and the right -turn adjustments are cumulatively added to the total capacity utilization value. In such cases, further operational evaluation is typically carried out to determine if under actual operational conditions, the critical right -turns would operate simultaneously, and therefore a right -turn adjustment credit should be applied. Shared Lane V/C Methodology For intersection approaches where shared usage of a lane is permitted by more than one turn movement (e.g., left/through, through/right, left/through/right), the individual turn volumes are evaluated to determine whether dedication of the shared lane is warranted to any one given turn movement. The following example demonstrates how this evaluation is carried out: Example for Shared Left/Through Lane 1. Average Lane Volume (ALV) AN = Left -Turn Volume + Through Volume Total Left + Through Approach Lanes (including shared lane) 2. ALV for Each Approach AN (Left) = Left -Turn Volume Left Approach Lanes (including shared lane) South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx S` ntec ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY AN (Through) = Through Volume Through Approach Lanes (including shared ane) 3. Lane Dedication is Warranted If AN (Left) is greater than AN then full dedication of the shared lane to the left -turn approach is warranted. Left -turn and through V/C ratios for this case are calculated as follows: V/C (Left) = Left -Turn Volume Left Approach Capacity (including shared lane) V/C (Through) = Through Volume Through Approach Capacity (excluding shared lane) Similarly, if AN (Through) is greater than AN then full dedication to the through approach is warranted, and left -turn and through V/C ratios are calculated as follows: V/C (Left) = Left -Turn Volume Left Approach Capacity (excluding shared lane) V/C (Through) = Through Volume Through Approach Capacity (including shared lane) 4. Lane Dedication is not Warranted If AN (Left) and AN (Through) are both less than ALV, the left/through lane is assumed to be truly shared and each left, left/through or through approach lane carries an evenly distributed volume of traffic equal to ALV. A combined left/through V/C ratio is calculated as follows: V/C (Left/Through) = Left -Turn Volume + Through Volume Total Left + Through Approach Capacity (including shared lane) This V/C (Left/Through) ratio is assigned as the V/C (Through) ratio for the critical movement analysis and ICU summary listing. If split phasing has not been designated for this approach, the relative proportion of V/C (Through) that is attributed to the left -turn volume is estimated as follows: If approach has more than one left -turn (including shared lane), then: V/C (Left) = V/C (Through) If approach has only one left -turn lane (shared lane), then: South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx S` nt@C ADVANCED TECHNOLOGY AND EDUCATION PARK (ATEP) TRAFFIC STUDY V/C (Left) = Left -Turn Volume Single Approach Lane Capacity If this left -turn movement is determined to be a critical movement, the V/C (Left) value is posted in brackets on the ICU summary printout. These same steps are carried out for shared through/right lanes. If full dedication of a shared through/right lane to the right -turn movement is warranted, the right -turn V/C value calculated in step three is checked against the RTOR and RTOG capacity. When an approach contains more than one shared lane (e.g., left/through and through/right), steps one and two listed above are carried out for the three turn movements combined. Step four is carried out if dedication is not warranted for either of the shared lanes. If dedication of one of the shared lanes is warranted to one movement or another, step three is carried out for the two movements involved, and then steps one through four are repeated for the two movements involved in the other shared lane. South Orange County Community College District (SOCCCD) KS v:\2073\active\207300751 0\report\rpt.docx Stantec C.1 VALENCIA V� — \O ---------------BELL----- M WARNER N L E m Z O co f, U C Op J C U O N U 0 L LU LU �� 1. Armstrong & Valencia No -Project WBL 2 3400 92 .03 45 .01 WBT 2 3400 422 .13* 391 .13* WBR 0 0 18 36 Right Turn Adjustment EBR .01* Clearance Interval .05* .05* TOTAL CAPACITY UTILIZATION .52 .45 2. Armstrong & Warner No -Project AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3400 83 .02* 304 .09* NBT 1 1700 31 .02 256 .15 NBR d 1700 15 .01 114 .07 SBL 1 1700 29 .02 36 .02 SBT 1 1700 296 .27* 101 .12* SBR 0 0 155 .06 95 .06 EBL 1 1700 61 .04* 108 .06* EBT 2 3400 256 .08 440 .13 EBR 1 1700 292 .17 134 .08 WBL 2 3400 92 .03 45 .01 WBT 2 3400 422 .13* 391 .13* WBR 0 0 18 36 Right Turn Adjustment EBR .01* Clearance Interval .05* .05* TOTAL CAPACITY UTILIZATION .52 .45 2. Armstrong & Warner No -Project Clearance Interval .05* .05* With -Project AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3400 54 .02* 176 .05 NBT 2 3400 18 .01 90 .05* NBR 0 0 28 .02 65 .12 SBL 1 1700 47 .03 35 .02* SBT 2 3400 59 .02* 39 .01 SBR 1 1700 95 .06 96 .06 EBL 1 1700 85 .05 154 .09* EBT 3 5100 1244 .24* 1099 .22 EBR 1 1700 159 .09 142 .08 WBL 1 1700 63 .04* 59 .03 WBT 3 5100 979 .19 1218 .24* WBR 1 1700 38 .02 66 .04 Clearance Interval .05* .05* With -Project Clearance Interval .05* .05* TOTAL CAPACITY UTILIZATION .44 .40 With -Project AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3400 36 .01* 138 .04 NBT 1 1700 39 .02 276 .16* NBR d 1700 36 .02 206 .12 SBL 1 1700 94 .06 72 .04* SBT 1 1700 296 .23* 110 .09 SBR 0 0 94 .04 48 .05 EBL 1 1700 21 .01* 50 .03* EBT 2 3400 180 .05 342 .10 EBR 1 1700 61 .04 58 .03 WBL 2 3400 143 .04 82 .02 WBT 2 3400 420 .14* 334 .12* WBR 0 0 51 .03 73 .05 Clearance Interval .05* .05* TOTAL CAPACITY UTILIZATION .44 .40 With -Project Clearance Interval .05* .05* TOTAL CAPACITY UTILIZATION .37 .45 TOTAL CAPACITY UTILIZATION .37 .40 A-6 2073007510 ATEP 3/13 AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3400 63 .02 167 .05 NBT 2 3400 32 .02* 120 .07* NBR 0 0 55 .03 125 .07 SBL 1 1700 60 .04* 59 .03* SBT 2 3400 70 .02 51 .02 SBR 1 1700 70 .04 81 .05 EBL 1 1700 71 .04 102 .06* EBT 3 5100 1045 .20* 996 .20 EBR 1 1700 137 .08 91 .05 WBL 1 1700 102 .06* 69 .04 WBT 3 5100 887 .17 992 .19* WBR 1 1700 47 .03 78 .05 Clearance Interval .05* .05* TOTAL CAPACITY UTILIZATION .37 .45 TOTAL CAPACITY UTILIZATION .37 .40 A-6 2073007510 ATEP 3/13 3. Red Hill & Warner No -Project Clearance Interval .05* .05* TOTAL CAPACITY UTILIZATION .67 .60 4. Red Hill & Valencia No -Project 3400 154 .05* AM PK HOUR PM PK HOUR 257 .08 LANES CAPACITY VOL V/C VOL V/C NBL 2 3400 289 .09* 499 .15 NBT 4 6800 449 .07 1347 .20* NBR 1 1700 241 .14 423 .25 SBL 2 3400 314 .09 167 .05* SBT 3 5100 1176 .23* 433 .08 SBR 1 1700 390 .23 200 .12 EBL 2 3400 238 .07 316 .09* EBT 3 5100 1106 .22* 930 .18 EBR 1 1700 466 .27 263 .15 WBL 2 3400 270 .08* 273 .08 WBT 3 5100 783 .15 1091 .21* WBR 1 1700 127 .07 328 .19 Clearance Interval .05* .05* TOTAL CAPACITY UTILIZATION .67 .60 4. Red Hill & Valencia No -Project WBL 2 3400 154 .05* AM PK HOUR PM PK HOUR 257 .08 LANES CAPACITY VOL V/C VOL V/C NBL 2 3400 167 .05* 214 .06 NBT 3 5100 356 .07 1750 .34* NBR 1 1700 227 .13 275 .16 SBL 2 3400 154 .05 100 .03* SBT 3 5100 1657 .32* 465 .09 SBR 1 1700 340 .20 96 .06 EBL 1 1700 108 .06 295 .17* EBT 2 3400 303 .09* 171 .05 EBR 1 1700 220 .13 165 .10 WBL 2 3400 154 .05* 107 .03 WBT 2 3400 257 .08 417 .12* WBR 1 1700 59 .03 266 .16 Right Turn Adjustment 313 WBR .02* Clearance Interval .05* 6800 .05* With -Project WBL 2 3400 213 AM PK HOUR PM PK HOUR 674 LANES CAPACITY VOL V/C VOL V/C NBL 2 3400 313 .09* 542 .16* NBT 4 6800 527 .08 1343 .20 NBR 1 1700 221 .13 302 .18 SBL 2 3400 295 .09 174 .05 SBT 3 5100 1174 .23* 566 .11* SBR 1 1700 411 .24 303 .18 EBL 2 3400 292 .09 387 .11* EBT 3 5100 1100 .22* 793 .16 EBR 1 1700 507 .30 284 .17 WBL 2 3400 213 .06* 200 .06 WBT 3 5100 674 .13 925 .18* WBR 1 1700 123 .07 260 .15 Right Turn Adjustment EBR .01* 351 Clearance Interval 3 .05* .05* TOTAL CAPACITY UTILIZATION .66 .61 With -Project TOTAL CAPACITY UTILIZATION .56 .73 TOTAL CAPACITY UTILIZATION .62 .69 A-7 2073007510 ATEP 3/13 AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 2 3400 243 .07* 351 .10 NBT 3 5100 399 .08 1982 .39* NBR 1 1700 168 .10 219 .13 SBL 2 3400 72 .02 45 .01* SBT 3 5100 1772 .35* 591 .12 SBR 1 1700 314 .18 89 .05 EBL 1 1700 87 .05* 233 .14* EBT 2 3400 160 .05 95 .03 EBR 1 1700 264 .16 254 .15 WBL 2 3400 133 .04 115 .03 WBT 2 3400 193 .06* 330 .10* WBR 1 1700 34 .02 146 .09 Right Turn Adjustment EBR .04* Clearance Interval .05* .05* TOTAL CAPACITY UTILIZATION .56 .73 TOTAL CAPACITY UTILIZATION .62 .69 A-7 2073007510 ATEP 3/13 5. Red Hill & Bell No -Project Clearance Interval .05* .05* TOTAL CAPACITY UTILIZATION .56 .50 6. Armstrong & Bell With -Project AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1700 165 .10* 55 .03 NBT 4 6800 745 .11 2181 .32* NBR 0 0 0 .17 0 .17 SBL 0 0 0 .35 0 .16* SBT 3 5100 1843 .39* 716 .14 SBR 0 0 134 .08 21 .01 EBL 0 0 5 .08* 58 .15* EBT 1 1700 0 .02* 0 .13* EBR 0 0 37 .35 169 .17 WBL 0 0 0 0 WBT 0 0 0 .15* 0 .23* WBR 0 0 0 .05 0 .17 Clearance Interval .05* .05* TOTAL CAPACITY UTILIZATION .56 .50 6. Armstrong & Bell With -Project WBL 0 0 0 0 WBT 0 0 0 0 WBR 0 0 0 0 Right Turn Adjustment EBR .19* Clearance Interval .05* .05* TOTAL CAPACITY UTILIZATION .59 .60 With -Project AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1700 180 .11* 518 .30* NBT 2 3400 81 .02 420 .12 NBR 0 0 0 .17 0 .17 SBL 0 0 0 .35 0 .16* SBT 2 3400 319 .16* 170 .10* SBR 0 0 212 .08 162 .01 EBL 1 1700 130 .08* 250 .15* EBT 0 0 0 .02 0 .03 EBR 1 1700 599 .35 293 .17 WBL 0 0 0 0 WBT 0 0 0 0 WBR 0 0 0 0 Right Turn Adjustment EBR .19* Clearance Interval .05* .05* TOTAL CAPACITY UTILIZATION .59 .60 With -Project Clearance Interval .05* .05* TOTAL CAPACITY UTILIZATION .70 .75 A-8 2073007510 ATEP 3/13 AM PK HOUR PM PK HOUR LANES CAPACITY VOL V/C VOL V/C NBL 1 1700 165 .10* 55 .03 NBT 4 6800 659 .10 1877 .28* NBR 1 1700 281 .17 297 .17 SBL 1 1700 589 .35 272 .16* SBT 3 5100 2060 .40* 990 .19 SBR 1 1700 134 .08 21 .01 EBL 1 1700 5 .00 58 .03* EBT 1 1700 30 .02 51 .03 EBR 1 1700 37 .02 169 .10 WBL 0 0 215 351 WBT 1 1700 41 .15* 45 .23* WBR 2 3400 166 .05 564 .17 Clearance Interval .05* .05* TOTAL CAPACITY UTILIZATION .70 .75 A-8 2073007510 ATEP 3/13 Agreement for Exchange of Real Property Addendum/Environmental Checklist Appendices Appendix B Air Quality and Greenhouse Gas Impact Analyses (April 2013) April 2013 AIR QUALITY and GHG IMPACT ANALYSES ATEP BELL AVENUE PROJECT CITY OF TUSTIN, CALIFORNIA Appendix B Prepared by: Giroux & Associates 1820 E Garry St., 9211 Santa Ana, CA 92705 Prepared for: RGP Planning & Development Services Attn: Jeremy Krout 8921 Research Drive Irvine, Calif 92618 Date: April 3, 2013 ProjectNo.: P13-013 AQ CLIMATE AND METEOROLOGY The project site's climate, as with all Southern California, is dominated by the strength and position of the semi-permanent high pressure pattern over the Pacific Ocean near Hawaii. It creates cool summers, mild winters, and infrequent rainfall. It drives the cool daytime sea breeze, and it maintains comfortable humidity levels and ample sunshine after the frequent morning clouds dissipate. Unfortunately, the same atmospheric processes that create the desirable living climate combine to restrict the ability of the atmosphere to disperse the air pollution generated by the large population attracted in part by the desirable climate. Portions of the Los Angeles Basin therefore experience some of the worst air quality in the nation for certain pollutants. The City of Tustin has an annual average temperature high of 76 degrees and a low of 60 degrees. Daily and seasonal oscillations of temperature are small because of the moderating effects of the nearby oceanic thermal reservoir. In contrast to the steady temperature regime, rainfall is highly variable. Measurable precipitation occurs mainly from early November to mid- April, but total amounts are generally small. Tustin averages 13 inches of rain annually with January as the wettest month. Winds in the project vicinity display several characteristic regimes. During the day, especially in summer, winds are from the south in the morning and from the west in the afternoon. Daytime wind speeds are 7 — 9 miles per hour on average. At night, especially in winter, the land becomes cooler than the ocean, and an offshore wind of 3-5 miles per hour develops. Early morning winds are briefly from the southeast parallel to the coastline before the daytime on- shore flow becomes well established again. One other important wind regime occurs when high pressure occurs over the western United States that creates hot, dry and gusty Santa Ana winds from the north and northeast across Tustin. The net effect of the wind pattern on air pollution is that any locally generated emissions will be carried offshore at night and toward inland Orange County by day. Daytime ventilation is much more vigorous. Unless daytime winds rotate far into the north and bring air pollution from developed areas of the air basin into Tustin, warm season air quality is much better in the project vicinity than in inland valleys of the air basin. Both summer and winter air quality in the project area is generally good. In addition to winds that control the rate and direction of pollution dispersal, Southern California is notorious for strong temperature inversions that limit the vertical depth through which pollution can be mixed. In summer, coastal areas are characterized by a sharp discontinuity between the cool marine air at the surface and the warm, sinking air aloft within the high pressure cell over the ocean to the west. This marine/subsidence inversion allows for good local mixing, but acts like a giant lid over the basin. Air starting onshore at the beach is relatively clean, but becomes progressively more polluted as sources continue to add pollution from below without any dilution from above. Because of Tustin's location relative to the ocean, the incoming marine air during warm season onshore flow contains little air pollution. Local air quality is not substantially affected by the regional subsidence inversions. Bell Ave, Tustin AQ/GHG A second inversion type forms on clear, winter nights when cold air off the mountains sinks to the surface while the air aloft remains warm. This process forms radiation inversions. These inversions, in conjunction with very light winds, trap pollutants such as automobile exhaust near their source. During the long nocturnal drainage flow from land to sea, the exhaust pollutants continually accumulate within the shallow, cool layer of air near the ground. Some areas of Orange County thus may experience elevated levels of carbon monoxide and nitrogen oxides because of this winter radiation inversion condition. However, the coastal areas of Orange County have not substantially been affected by limited nocturnal mixing effects (no elevated levels of CO) in approximately 10 years. Both types of inversions occur throughout the year to some extent, but the marine inversions are very dominant during the day in summer, and radiation inversions are much stronger on winter nights when nights are long and air is cool. The governing role of these inversions in atmospheric dispersion leads to a substantially different air quality environment in summer in the South Coast Air Basin than in winter. Bell Ave, Tustin AQ/GHG -3- AIR QUALITY SETTING AMBIENT AIR QUALITY STANDARDS (AAQS) In order to gauge the significance of the air quality impacts of the proposed ATEP Bell Avenue project, those impacts, together with existing background air quality levels, must be compared to the applicable ambient air quality standards. These standards are the levels of air quality considered safe, with an adequate margin of safety, to protect the public health and welfare. They are designed to protect those people most susceptible to further respiratory distress such as asthmatics, the elderly, very young children, people already weakened by other disease or illness, and persons engaged in strenuous work or exercise, called "sensitive receptors." Healthy adults can tolerate occasional exposure to air pollutant concentrations considerably above these minimum standards before adverse effects are observed. Recent research has shown, however, that chronic exposure to ozone (the primary ingredient in photochemical smog) may lead to adverse respiratory health even at concentrations close to the ambient standard. National AAQS were established in 1971 for six pollution species with states retaining the option to add other pollutants, require more stringent compliance, or to include different exposure periods. The initial attainment deadline of 1977 was extended several times in air quality problem areas like Southern California. In 2003, the Environmental Protection Agency (EPA) adopted a rule, which extended and established a new attainment deadline for ozone for the year 2021. Because the State of California had established AAQS several years before the federal action and because of unique air quality problems introduced by the restrictive dispersion meteorology, there is considerable difference between state and national clean air standards. Those standards currently in effect in California are shown in Table 1. Sources and health effects of various pollutants are shown in Table 2. The Federal Clean Air Act Amendments (CAAA) of 1990 required that the U.S. Environmental Protection Agency (EPA) review all national AAQS in light of currently known health effects. EPA was charged with modifying existing standards or promulgating new ones where appropriate. EPA subsequently developed standards for chronic ozone exposure (8+ hours per day) and for very small diameter particulate matter (called "PM -2.5"). New national AAQS were adopted in 1997 for these pollutants. Planning and enforcement of the federal standards for PM -2.5 and for ozone (8 -hour) were challenged by trucking and manufacturing organizations. In a unanimous decision, the U.S. Supreme Court ruled that EPA did not require specific congressional authorization to adopt national clean air standards. The Court also ruled that health -based standards did not require preparation of a cost -benefit analysis. The Court did find, however, that there was some inconsistency between existing and "new" standards in their required attainment schedules. Such attainment -planning schedule inconsistencies centered mainly on the 8 -hour ozone standard. EPA subsequently agreed to downgrade the attainment designation for a large number of communities to "non -attainment" for the 8 -hour ozone standard. Bell Ave, Tustin AQ/GHG -4- Table 1 Ambient Air Quality Standards Averaging California Standards 1 National Standards 2 Pollutant Concentration 3 Method Primary''" Secondary'3' Method' Time 1 Hour 0.09 ppm (180 pglm3) — Ozone (03) Ultraviolet Same as Ultraviolet 8 Hour 3 0.070 ppm (137 Nglm) 3 0.075 ppm (147 pglm } Photometry Primary Standard Photometry Respirable 24 Hour 50 Nglm3 150 pglm3 Inertial Separation Particulate Gravimetric or Same as and Gravimetric Annual 20 Nglm3 — Matter (PM10) Beta Attenuation Primary Standard Analysis Arithmetic Mean Fine 24 Hour — — 35 Ng/m3 Inertial Separation Particulate Same as and Gravimetric Annual 12 laglm3 Gravimetric or 15 Ng/m3 Matter (PM2.5) Primary Standard Analysis Arithmetic Mean Beta Attenuation 1 Hour 20 ppm (23 mglm3) 35 ppm (40 mglm) — Carbon Non -Dispersive Non -Dispersive Monoxide 8 Hour 9.0 ppm (10 rri Infrared Photometry 9 ppm (10 mglm3) — Infrared Photometry (CO) (NOIR) (NOIR) 8 Hour fi ppm (7 mglm3} — — (Lake Tahoe) Nitrogen 1 Hour 0.18 ppm (339 pglm3) 100 ppb (188 pglm3) 9 Gas Phase Gas Phase Dioxide (NOZ}a Annual Chemiluminescence Same as Chemiluminescence Arithmetic Mean 0.030 ppm (57 pglm3) 3 53 ppb (100 Nglm } Primary Standard 1 Hour 0.25 ppm (655 pglm3) 75 ppb (196 pg/m3) — Ultraviolet 0.5 ppm Sulfur Dioxide 3 Hour — Ultraviolet ( ug/m3) 1300 Flourescence; ( SO 9 Fluorescence Spectrophotometry 0.14 PP m 2) 24 Hour 0.04 ppm (105 Ng/ri 9 — (Pararosaniline (for certain areas) Method) Annual 0.030 ppm Arithmetic Mean (for certain areas)s 30 Day Average 1.5 1m3 — — High Volume 1.5 Nglm3 Lead' 0'11 Calendar Quarter — Atomic Absorption ii (for certain areas) Same as Sampler and Atomic Absorption Rolling 3 -Month 3 Primary Standard Average — O.iS pglm Visibility Beta Attenuation and Reducing 8 Hour See footnote 12 Transmittance No PallCIOS12 through Filter Tape National Sulfates 24 Hour 25 pg/m3 Ion Chromatography Hydrogen 1 Hour 0.03 ppm (42 13} Ultraviolet Sulfide Fluorescence Standards Vinyl 10 Chloride 24 Hour 0.01 ppm (26 Ng/m3) Gas Chromatography See footnotes on next page ... For more information please call ARBP10at (916) 322-2990 California Air Resources Board (217/12) Bell Ave, Tustin AQ/GHG 5- Table 1 (continued) 1. California standards for ozone, carbon monoxide (except 8-11our Lake Tahoe), sulfur dioxide (1 and 24 hour), nitrogen dioxide, and particulate matter (PM 10, PM2.5, and visibility reducing particles), are values that are not to be exceeded. All others are not to be equaled or exceeded. California ambient air quality standards are listed in the Table of Standards in Section 70200 of Title 17 of the California Code of Regulations. 2. National standards (other than ozone, particulate matter, and those based on annual arithmetic mean) are not to be exceeded more than once a year. The ozone standard is attained when the fourth highest 8 -hour concentration measured at each site in a year, averaged over three years, is equal to or less than the standard. For PM 10, the 24 hour standard is attained when the expected number of days per calendar year with a 24-hour average concentration above 150 pg/m3 is equal to or less than one. For PM2.5, the 24 hour standard is attained when 98 percent of the daily concentrations, averaged over three years, are equal to or less than the standard. Contact the U.S. EPA for father clarification and current national policies. 3. Concentration expressed first in units in which it was promulgated. Equivalent units given in parentheses are based upon a reference temperature of 25°C and a reference pressure of 760 ton-. Most measurements of air quality are to be corrected to a reference temperature of 25°C and a reference pressure of 760 torr; ppm in this table refers to ppm by volume, or micromoles of pollutant per mole of gas. 4. Any equivalent measurement method which can be shown to the satisfaction of the ARB to give equivalent results at or near the level of the air quality standard may be used. 5- National Primary Standards: The levels of air quality necessary, with an adequate margin of safety to protect the public health. 6. National Secondary Standards: The levels of air quality necessary to protect the public welfare from any known or anticipated adverse effects of a pollutant. 7. Reference method as described by the U.S. EPA. An "equivalent method" of measurement may be used but must have a "consistent relationship to the reference method" and must be approved by the U.S. EPA. 8. To attain the 1 -hour national standard, the 3 -year average of the annual 98th percentile of the 1 -hour daily maximum concentrations at each site must not exceed 100 ppb. Note that the national standards are in units of parts per billion (ppb). California standards are in units of parts per million (ppm). To directly compare the national standards to the California standards the units can be converted from ppb to ppm. In this case, the national standards of 53 ppb and 100 ppb are identical to 0.053 ppm and 0.100 ppm, respectively. 9. On June 2, 2010, a new 1 -hour SO2 standard was established and the existing 24-hour and annual primary standards were revoked. To attain the 1 -hour national standard, the 3 -year average of the annual 99th percentile of the 1 -hour daily maximum concentrations at each site must not exceed 75 ppb. The 1971 SO2 national standards (24 -horn and annual) remain in effect until one year after all area is designated for the 2010 standard, except that in areas designated nonattainment for the 1971 standards, the 1971 standards remain in effect until implementation plans to attain or maintain the 2010 standards are approved. Note that the 1 -hour national standard is in units of parts per billion (ppb). California standards are in units of parts per million (ppm). To directly compare the 1 -hour national standard to the California standard the units can be converted to ppm. In this case, the national standard of 75 ppb is identical to 0.075 ppm. 10. The ARB has identified lead and vinyl chloride as 'toxic air contaminants' with no threshold level of exposure for adverse health effects determined. These actions allow for the implementation of control measures at levels below the ambient concentrations specified for these pollutants. 11. The national standard for lead was revised on October 15, 2008 to a rolling 3 -month average. The 1978 lead standard (1.5 pgim3 as a quarterly average) remains in effect until one year after an area is designated for the 2008 standard, except that in areas designated nonattainment for the 1978 standard, the 1978 standard remains in effect until implementation plans to attain or maintain the 2008 standard are approved. 12. In 1989, the ARB converted both the general statewide 10 -mile visibility standard and the Lake Tahoe 30 -mile visibility standard to instrumental equivalents, which are "extinction of 0.23 per kilometer" and "extinction of 0.07 per kilometer" for the statewide and Lake Tahoe Air Basin standards, respectively. For more information please call ARBP10at (916) 322-2990 California Air Resources Board (2/7112) Bell Ave, Tustin AQ/GHG -6- Table 2 Health Effects of Major Criteria Pollutants Pollutants Sources Primary Effects Carbon Monoxide • Incomplete combustion of fuels and other • Reduced tolerance for exercise. (CO) carbon -containing substances, such as motor • Impairment of mental function. exhaust. • Impairment of fetal development. • Natural events, such as decomposition of . Death at high levels of exposure. organic matter. • Aggravation of some heart diseases (angina). Nitrogen Dioxide • Motor vehicle exhaust. • Aggravation of respiratory illness. (NOZ) • High temperature stationary combustion. • Reduced visibility. • Atmospheric reactions. • Reduced plant growth. • Formation of acid rain. Ozone • Atmospheric reaction of organic gases with • Aggravation of respiratory and (Os) nitrogen oxides in sunlight. cardiovascular diseases. • Irritation of eyes. • Impairment of cardiopuhno nary function. • Plant leaf injury. Lead (Pb) • Contaminated soil. • Impairment of blood function and nerve construction. • Behavioral and hearing problems in children. Fine Particulate Matter • Stationary combustion of solid fuels. • Reduced lung function. (PM -10) • Construction activities. • Aggravation of the effects of gaseous • Industrial processes. pollutants. • Atmospheric chemical reactions. • Aggravation of respiratory and cardio respiratory diseases. • Increased cough and chest discomfort. • Soiling. • Reduced visibility. Fine Particulate Matter • Fuel combustion in motor vehicles, • Increases respiratory disease. (PM -2.5) equipment, and industrial sources. • Lung damage. • Residential and agricultural burning. • Cancer and premature death • Industrial processes. • Reduces visibility and results in surface • Also, formed from photochemical reactions soiling. of other pollutants, including NOx, sulfur oxides, and organics. Sulfur Dioxide • Combustion of sulfur -containing fossil fuels. • Aggravation of respiratory diseases (asthma., (SO2) • Smelting of sulfur -bearing metal ores. emphysema). • Industrial processes. • Reduced lung function. • Irritation of eyes. • Reduced visibility. • Plant injury. • Deterioration of metals, textiles, leather, finishes, coatings, etc. Source: California Air Resources Board, 2002. Bell Ave, Tustin AQ/GHG -7- Evaluation of the most current data on the health effects of inhalation of fine particulate matter prompted the California Air Resources Board (ARB) to recommend adoption of the statewide PM -2.5 standard that is more stringent than the federal standard. This standard was adopted in 2002. The State PM -2.5 standard is more of a goal in that it does not have specific attainment planning requirements like a federal clean air standard, but only requires continued progress towards attainment. Similarly, the ARB extensively evaluated health effects of ozone exposure. A new state standard for an 8 -hour ozone exposure was adopted in 2005, which aligned with the exposure period for the federal 8 -hour standard. The California 8 -hour ozone standard of 0.07 ppm is more stringent than the federal 8 -hour standard of 0.075 ppm. The state standard, however, does not have a specific attainment deadline. California air quality jurisdictions are required to make steady progress towards attaining state standards, but there are no hard deadlines or any consequences of non -attainment. During the same re-evaluation process, the ARB adopted an annual state standard for nitrogen dioxide (NO2) that is more stringent than the corresponding federal standard, and strengthened the state one-hour NO2 standard. As part of EPA's 2002 consent decree on clean air standards, a further review of airborne particulate matter (PM) and human health was initiated. A substantial modification of federal clean air standards for PM was promulgated in 2006. Standards for PM -2.5 were strengthened, a new class of PM in the 2.5 to 10 micron size was created, some PM -10 standards were revoked, and a distinction between rural and urban air quality was adopted. In December, 2012, the federal annual standard for PM -2.5 was reduced from 15 µg/m3 to 12 µg/m3 which matches the California AAQS. The severity of the basin's non -attainment status for PM -2.5 may be increased by this action and thus require accelerated planning for future PM -2.5 attainment. In response to continuing evidence that ozone exposure at levels just meeting federal clean air standards is demonstrably unhealthful, EPA had proposed a further strengthening of the 8 -hour standard. Draft standards were published. The proposed future 8 -hour standard was 0.065 ppm. Environmental organizations generally praised this proposal. Most manufacturing, transportation or power generation groups opposed the new standard as economically unwise in an uncertain fiscal climate. In response to these concerns, the revision to the 8 -hour federal ozone standard was placed on indefinite hold. A new federal one-hour standard for nitrogen dioxide (NO2) has also recently been adopted which is more stringent than the existing state standard. Despite the additional stringency of the federal NO2 standard, air quality monitoring data in the South Coast Air Basin (SCAB) suggests that this standard is met in the region. The federal primary standard for sulfur dioxide(S02)were similarly modified in 2010. Because California requires use of lower sulfur fuel and burns negligible amounts of sulfur -bearing coal, SO2 is not a problem pollutant in the State. Bell Ave, Tustin AQ/GHG -8- BASELINE AIR QUALITY Existing and probable future levels of air quality in the project area can be best inferred from ambient air quality measurements conducted by the SCAQMD at its Costa Mesa monitoring station on Verde Drive. This station monitors most pollutants such as smog, as well as primary vehicular pollutants such as carbon monoxide. Respirable particulate air pollution is not monitored at Costa Mesa. The nearest representative station monitoring station for particulates is at the Mission Viejo monitoring station at 26081 Via Para. Table 3 summarizes the last six years of published data from these resources. The following conclusions can be drawn from this data: a. Photochemical smog (ozone) levels infrequently exceeds standards. The 1 -hour state ozone standard has been exceeded only once in all days in the past six years near Costa Mesa while the 8 -hour state standard has been violated an on less than one percent of all days. b. Measurements of carbon monoxide and nitrogen dioxide indicate low baseline levels in comparison to the most stringent standards. Respirable dust (PM -10) levels only rarely exceed the state standard, while the less stringent federal PM -10 standard has not been violated since PM -10 measurements began at Mission Viejo. d. The federal ultra -fine particulate (PM -2.5) standard of 35 µg/m3 has been exceeded less than one percent of measurement days (four times in the last six years). Although complete attainment of every clean air standard is not yet imminent, extrapolation of the steady improvement trend suggests that such attainment could occur within the reasonably near future. Bell Ave, Tustin AQ/GHG -9- Table 3 Project Area Air Quality Monitoring Summary - 2006-2011 (Days Standards Were Exceeded and Maximum Observed Levels) Pollutant/Standard 2006 2007 2008 2009 2010 2011 Ozone 1 -Hour > 0.09 ppm (S) 0 0 0 0 1 0 8 -Hour > 0.07 ppm (S) 0 2 5 3 2 2 8- Hour > 0.075 ppm (F) 0 0 3 0 1 1 Max. 1 -Hour Conc. (ppm) 0.074 0.082 0.094 0.087 0.097 0.093 Max. 8 -Hour Conc. (ppm) 0.062 0.073 0.080 0.072 0.076 0.077 Carbon Monoxide 1 -Hour > 20. ppm (S) 0 0 0 0 0 0 1 -Hour > 9. ppm (S, F) 0 0 0 0 0 0 Max 1 -Hour Conc. (ppm) 3.5 4.5 3.0 2.7 2.4 2.9 Max 8 -Hour Conc. (ppm) 3.0 3.1 2.0 2.2 2.1 2.2 Nitrogen Dioxide 1 -Hour > 0.18 ppm (S) 0 0 0 0 0 0 Max. 1 -Hour Conc. (ppm) 0.101 0.074 0.081 0.065 0.070 0.061 Inhalable Particulates (PM -10) 24 -Hour > 50 µg/m3 (S) 1/50 3/57 0/55 1/60 0/58 0/61 24 -Hour > 150 µg/m3 (F) 0/50 0/57 0/55 0/60 0/58 0/61 Max. 24 -Hr. Conc. (µg/m3) 56. 74. 41. 55. 34. 47. Ultra -Fine Particulates (PM -2.5) 24 -Hour > 35 µg/m3 (F) 1/106 2/98 0/120 1/116 0/116 0/110 Max. 24 -Hr. Conc. (µg/m3) 46.9 46.8 32.6 39.2 19.9 33.4 S=State Standard F=Federal Standard Source: South Coast AQMD: Costa Mesa -Mesa Verde Drive SCAQMD Air Monitoring Station (Ozone, CO, NOx) Mission Viejo SCAQMD Air Monitoring Station (PM -10, PM -2.5) DATA: www.arb.ca.gov/adam/ Bell Ave, Tustin AQ/GHG -10- AIR QUALITY PLANNING The Federal Clean Air Act (1977 Amendments) required that designated agencies in any area of the nation not meeting national clean air standards must prepare a plan demonstrating the steps that would bring the area into compliance with all national standards. The SCAB could not meet the deadlines for ozone, nitrogen dioxide, carbon monoxide, or PM -10. In the SCAB, the agencies designated by the governor to develop regional air quality plans are the SCAQMD and the Southern California Association of Governments (SLAG). The two agencies first adopted an Air Quality Management Plan (AQMP) in 1979 and revised it several times as earlier attainment forecasts were shown to be overly optimistic. The 1990 Federal Clean Air Act Amendment (CAAA) required that all states with air -sheds with "serious" or worse ozone problems submit a revision to the State Implementation Plan (SIP). Amendments to the SIP have been proposed, revised and approved over the past decade. The most current regional attainment emissions forecast for ozone precursors (ROG and NOx) and for carbon monoxide (CO) and for particulate matter are shown in Table 4. Substantial reductions in emissions of ROG, NOx and CO are forecast to continue throughout the next several decades. Unless new particulate control programs are implemented, PM -10 and PM -2.5 are forecast to slightly increase. The Air Quality Management District (AQMD) adopted an updated clean air "blueprint" in August 2003. The 2003 Air Quality Management Plan (AQMP) was approved by the EPA in 2004. The AQMP outlined the air pollution measures needed to meet federal health -based standards for ozone by 2010 and for particulates (PM -10) by 2006. The 2003 AQMP was based upon the federal one-hour ozone standard which was revoked late in 2005 and replaced by an 8 - hour federal standard. Because of the revocation of the hourly standard, a new air quality planning cycle was initiated. With re -designation of the air basin as non -attainment for the 8 -hour ozone standard, a new attainment plan was developed. This plan shifted most of the one-hour ozone standard attainment strategies to the 8 -hour standard. As previously noted, the attainment date was to "slip" from 2010 to 2021. The updated attainment plan also includes strategies for ultimately meeting the federal PM -2.5 standard. Because projected attainment by 2021 requires control technologies that do not exist yet, the SCAQMD requested a voluntary "bump -up" from a "severe non -attainment" area to an "extreme non -attainment" designation for ozone. The extreme designation will allow a longer time period for these technologies to develop. If attainment cannot be demonstrated within the specified deadline without relying on "black -box" measures, EPA would have been required to impose sanctions on the region had the bump -up request not been approved. In April 2010, the EPA approved the change in the non -attainment designation from "severe -17" to "extreme." This reclassification sets a later attainment deadline, but also requires the air basin to adopt even more stringent emissions controls. Bell Ave, Tustin AQ/GHG _11_ Table 4 South Coast Air Basin Emissions Forecasts (Emissions in tons/day) Pollutant 2008 2010b 2015b 2020b NOx 917 836 667 561 ROG 632 596 545 525 CO 3,344 3,039 2,556 2,281 PM -10 308 314 328 340 PM -2.5 110 110 111 113 '2008 Base Year. bWith current emissions reduction programs and adopted growth forecasts. Source: California Air Resources Board, California Emissions Projection Analysis Model, 2009 In other air quality attainment plan reviews, EPA has disapproved part of the SCAB PM -2.5 attainment plan included in the AQMP. EPA has stated that the current attainment plan relies on PM -2.5 control regulations that have not yet been approved or implemented. It is expected that a number of rules that are pending approval will remove the identified deficiencies. If these issues are not resolved within the next several years, federal funding sanctions for transportation projects could result. The 2012 AQMP update that was recently adopted by the SCAQMD focuses heavily on PM -2.5 control and is expected to remedy identified PM -2.5 planning deficiencies. Projects such as the proposed ATEP Bell Avenue do not directly relate to the AQMP in that there are no specific air quality programs or regulations governing general development. Conformity with adopted plans, forecasts and programs relative to population, housing, employment and land use is the primary yardstick by which impact significance of planned growth is determined. The SCAQMD, however, while acknowledging that the AQMP is a growth -accommodating document, does not favor designating regional impacts as less -than - significant just because the proposed development is consistent with regional growth projections. Air quality impact significance for the proposed project has therefore been analyzed on a project - specific basis. Bell Ave, Tustin AQ/GHG -12- AIR QUALITY IMPACT STANDARDS OF SIGNIFICANCE Air quality impacts are considered "significant" if they cause clean air standards to be violated where they are currently met, or if they "substantially" contribute to an existing violation of standards. Any substantial emissions of air contaminants for which there is no safe exposure, or nuisance emissions such as dust or odors, would also be considered a significant impact. Appendix G of the California CEQA Guidelines offers the following five tests of air quality impact significance. A project would have a potentially significant impact if it: a. Conflicts with or obstructs implementation of the applicable air quality plan. b. Violates any air quality standard or contributes substantially to an existing or projected air quality violation. c. Results in a cumulatively considerable net increase of any criteria pollutants 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. Exposes sensitive receptors to substantial pollutant concentrations. e. Creates objectionable odors affecting a substantial number of people. Primary Pollutants Air quality impacts generally occur on two scales of motion. Near an individual source of emissions or a collection of sources such as a crowded intersection or parking lot, levels of those pollutants that are emitted in their already unhealthful form will be highest. Carbon monoxide (CO) is an example of such a pollutant. Primary pollutant impacts can generally be evaluated directly in comparison to appropriate clean air standards. Violations of these standards where they are currently met, or a measurable worsening of an existing or future violation, would be considered a significant impact. Many particulates, especially fugitive dust emissions, are also primary pollutants. Because of the non -attainment status of the South Coast Air Basin (SCAB) for PM -10, an aggressive dust control program is required to control fugitive dust during project construction. Secondary Pollutants Many pollutants, however, require time to transform from a more benign form to a more unhealthful contaminant. Their impact occurs regionally far from the source. Their incremental regional impact is minute on an individual basis and cannot be quantified except through complex photochemical computer models. Analysis of significance of such emissions is based Bell Ave, Tustin AQ/GHG -13- upon a specified amount of emissions (pounds, tons, etc.) even though there is no way to translate those emissions directly into a corresponding ambient air quality impact. Because of the chemical complexity of primary versus secondary pollutants, the SCAQMD has designated significant emissions levels as surrogates for evaluating regional air quality impact significance independent of chemical transformation processes. Projects with daily emissions that exceed any of the following emission thresholds are recommended by the SCAQMD to be considered significant under CEQA guidelines. Table 5 Dailv Emissions Thresholds Pollutant Construction Operations ROG 75 55 NOx 100 55 CO 550 550 PM -10 150 150 PM -2.5 55 55 Sox 150 150 Lead 3 3 Source: SCAQMD CEQA Air Quality Handbook, November, 1993 Rev. Additional Indicators In its CEQA Handbook, the SCAQMD also states that additional indicators should be used as screening criteria to determine the need for further analysis with respect to air quality. The additional indicators are as follows: • Project could interfere with the attainment of the federal or state ambient air quality standards by either violating or contributing to an existing or projected air quality violation • Project could result in population increases within the regional statistical area which would be in excess of that projected in the AQMP and in other than planned locations for the project's build -out year. • Project could generate vehicle trips that cause a CO hot spot. The SCAQMD CEQA Handbook also identifies various secondary significance criteria related to toxic, hazardous or odorous air contaminants. Except for the small diameter particulate matter ("PM -2.5") fraction of diesel exhaust generated by heavy construction equipment, there are no secondary impact indicators associated with project construction and operational roadway use. Bell Ave, Tustin AQ/GHG -14- For PM -2.5 exhaust emissions, recently adopted policies require the gradual conversion of delivery fleets to diesel alternatives, or the use of "clean" diesel if their emissions are demonstrated to be as low as those from alternative fuels. Because health risks from toxic air contaminants (TAC's) are cumulative over an assumed 70 -year lifespan, measurable off-site public health risk from diesel TAC exposure would occur for only a brief portion of a project lifetime, and only in dilute quantity. SENSITIVE RECEPTORS Air quality impacts are analyzed relative to those persons with the greatest sensitivity to air pollution exposure. Such persons are called "sensitive receptors." Sensitive population groups include young children, the elderly and the acutely and chronically ill (especially those with cardio -respiratory disease). Residential areas adjacent to a proposed site are considered to be sensitive to air pollution exposure because they may be occupied for extended periods, and residents may be outdoors when exposure is highest. The Orange County Rescue Mission, which contain religious based temporary transitional housing units for the homeless, as well as public and private transitional housing units northeast of the ATEP campus, are considered the closest sensitive receptors. CONSTRUCTION ACTIVITY IMPACTS Dust is typically the primary concern during construction of new buildings. Because such emissions are not amenable to collection and discharge through a controlled source, they are called "fugitive emissions." Emission rates vary as a function of many parameters (soil silt, soil moisture, wind speed, area disturbed, number of vehicles, depth of disturbance or excavation, etc.). These parameters are not known with any reasonable certainty prior to project development and may change from day to day. Any assignment of specific parameters to an unknown future date is speculative and conjectural. Because of the inherent uncertainty in the predictive factors for estimating fugitive dust generation, regulatory agencies typically use one universal "default" factor based on the area disturbed assuming that all other input parameters into emission rate prediction fall into midrange average values. This assumption may or may not be totally applicable to site-specific conditions on the proposed project site. As noted previously, emissions estimation for project - specific fugitive dust sources is therefore characterized by a considerable degree of imprecision. Average daily PM -10 emissions during site grading and other disturbance are shown estimated to be about 10 pounds per acre. This estimate presumes the use of reasonably available control measures (RACMs). The SCAQMD requires the use of best available control measures (BACMs) for fugitive dust from construction activities. Current research in particulate -exposure health suggests that the most adverse effects derive from ultra -small diameter particulate matter comprised of chemically reactive pollutants such as sulfates, nitrates or organic material. A national clean air standard for particulate matter of 2.5 microns or smaller in diameter (called "PM -2.5") was adopted in 1997. A limited amount of Bell Ave, Tustin AQ/GHG -15- construction activity particulate matter is in the PM -2.5 range. PM -2.5 emissions are estimated to comprise 10-20 percent of PM -10. In addition to fine particles that remain suspended in the atmosphere semi -indefinitely, construction activities generate many larger particles with shorter atmospheric residence times. This dust is comprised mainly of large diameter inert silicates that are chemically non-reactive and are further readily filtered out by human breathing passages. These fugitive dust particles are therefore more of a potential soiling nuisance as they settle out on parked cars, outdoor furniture or landscape foliage rather than any adverse health hazard. CalEEMod was developed by the SCAQMD to provide a model by which to calculate both construction emissions and operational emissions from a variety of land use projects. It calculates both the daily maximum and annual average emissions for criteria pollutants as well as total or annual greenhouse gas (GHG) emissions. Although exhaust emissions will result from on and off-site heavy equipment, the exact types and numbers of equipment will vary among contractors such that such emissions cannot be quantified with certainty. Estimated construction emissions were modeled using CaIEEMod2011.1.1 to identify maximum daily emissions for each pollutant during project construction. Construction emissions include all emissions associated with the construction equipment, worker trips, and on -road diesel trucks. The Bell Avenue roadway extension was modeled separately from the proposed structural facilities. The Bell Avenue extension was modeled as an "asphalt surface" to ensure off-gasing emissions are accounted for. The project proposes a total of 194,109 square feet of construction (modeled in this study as a 2 - year college and office use) over the project lifetime. Although build -out is not anticipated to occur all at once, modeling as such provides a worst case estimate as all emissions are condensed into a single intense period of activity. If daily construction emissions thresholds are not exceeded for this condensed scenario, then more piecemeal construction activity, spread out over a possible 20 year time frame will not exceed emissions thresholds. The modeled prototype construction equipment fleet and schedule is indicated in Table 6 and based on CalEEMod defaults for a project of this size. Bell Ave, Tustin AQ/GHG -16- Table 6 Construction Activity Equipment Fleet Roadway Construction (194,109 sf) Phase Name and Duration Equipment Site Preparation ( 5 days) 3 Dozers 4 Loader/Backhoes Grading (8 days) 1 Excavator 1 Grader 3 Loader/Backhoes 1 Dozer Paving (6 months) 2 Mixers 1 Paver 2 Paving Equipment 2 Rollers 1 Loader/Backhoe Construction Activity Equipment Fleet Facilities Construction Phase Name and Duration Equipment Site Preparation ( 5 days) 3 Dozers 4 Loader/Backhoes Grading (8 days) 1 Excavator 1 Grader 3 Loader/Backhoes 1 Dozer Construction (230 days) 1 Crane 3 Forklifts 1 Generator Set 3 Loader/Backhoes 1 Welder Paving (20 days) 2 Mixers 1 Paver 2 Paving Equipment 2 Rollers 1 Loader/Backhoe Utilizing this indicated equipment fleet shown in Tables 6 the following worst case daily construction emissions are calculated by CalEEMod and are listed in Table 7. Bell Ave, Tustin AQ/GHG -17- Table 7 Construction Activity Emissions Maximum Daily Emissions (pounds/day) Maximal Construction Emissions ROG NOx CO SO2 PM -10 PM -2.5 CO2 (e) 2014 (Roadway) Unmitigated 6.4 50.8 30.2 0.1 20.8 12.4 5,640.5 Mitigated 6.4 50.8 30.2 0.1 9.8 6.3 5,640.5 2018 (Facilities) Unmitigated 5.1 38.0 25.0 0.1 20.0 11.6 5,618.7 Mitigated 2019 (Facilities) 5.1 38.0 25.0 0.1 9.0 5.6 5,618.7 Unmitigated 60.3 12.3 12.0 0.0 1.2 0.9 1,867.7 Mitigated 60.3 12.3 12.0 0.0 1.2 0.9 1,867.7 IF SCAQMD Thresholds 75 100 550 150 150 55 - Peak daily construction activity emissions are estimated be below SCAQMD CEQA thresholds without the need for added mitigation. The only model -based mitigation measured applied for this project was watering exposed dirt surfaces at least three times per day as required per SCAQMD Rule 403 (Fugitive Dust), to minimize the generation of fugitive dust Also analyzed was full build -out of 816,929 square feet for a 2 -year college use. Table 8 details the default CalEEMod equipment fleet and default activity durations. Bell Ave, Tustin AQ/GHG -18- Table 8 Construction Activity Equipment Fleet Facilities Construction (816,929 sf) Phase Name and Duration Equipment Site Preparation ( 10 days) 3 Dozers 4 Loader/Backhoes Grading (30 days) 1 Excavator 1 Grader 3 Loader/Backhoes 2 Scrapers 1 Dozer Construction (300 days) 1 Crane 3 Forklifts 1 Generator Set 3 Loader/Backhoes 1 Welder Paving (20 days) 2 Pavers 2 Paving Equipment 2 Rollers Utilizing this equipment fleet and activity durations the following worst case daily construction emissions are calculated by CalEEMod and are listed in Table 9. Table 9 Construction Activity Emissions Maximum Daily Emissions (pounds/day) Maximal Construction Emissions ROG NOx CO SO2 PM -10 PM -2.5 CO2 (e) 2020 (2 -year college) Unmitigated 68.1 35.6 42.8 0.1 19.7 11.3 11,261.3 Mitigated 68.1 35.6 42.8 0.1 8.9 5.3 11,261.3 2021(2 -year college) Unmitigated 67.8 26.4 41.3 0.1 8.8 1.3 11,203.7 Mitigated 67.8 26.4 41.3 0.1 8.8 1.3 11,203.7 SCAQMD Thresholds 75 100 550 150 150 55 - Again, emissions are less than their respective SCAQMD thresholds. Bell Ave, Tustin AQ/GHG -19- Construction equipment exhaust contains carcinogenic compounds within the diesel exhaust particulates. The toxicity of diesel exhaust is evaluated relative to a 24-hour per day, 365 days per year, 70 -year lifetime exposure. The SCAQMD does not generally require the analysis of construction -related diesel emissions relative to health risk due to the short period for which the majority of diesel exhaust would occur. Health risk analyses are typically assessed over a 9-, 30-, or 70 -year timeframe and not over a relatively brief period due to the lack of health risk associated with such a brief exposure. Activity over a large area as proposed by this project will operate for only a small number of days near any possible sensitive receptor. Because diesel exhaust exposure health risk is a cumulative lifetime effect, the few days of concentrated exposure has minimal impact when diluted over a full lifetime. OPERATIONAL IMPACTS The proposed project, including both SOCCCD and City development, would produce up to 10,000 average daily trips (ADT) from full occupancy and vehicular travel, in excess of the vehicle trips previously analyzed by other environmental documents. Commercial uses also generate small quantities of area source emissions derived from organic compounds from cleaning products, landscape maintenance, etc. The contribution of these sources is incorporated into the analysis below. Operational emissions for proposed uses were calculated using CalEEMod 2011.1.1. for an assumed project build -out year of 2020 for the and are shown in Table 10. Average trip lengths were provided by the project traffic consultant to over -ride the model default values. Table 10 Proposed Commercial Daily Operational Impacts (194,109 sf, 10,000 daily trips) Source: CaIEEMod Output in Appendix Project operational emissions will be at a less -than -significant level. Table 11 provides the operational impacts associated with the construction of 816,929 square feet of construction for a 2 -year college plus 10,000 average daily trips. Operational emissions for proposed uses were calculated using CalEEMod 2011.1.1. for an assumed project build -out year of 2030 as shown in Table 11. Bell Ave, Tustin AQ/GHG -20- Operational Emissions (lbs/day) Source ROG NOx CO SO2 PM -10 PM -2.5 CO2 Area 5.1 0.0 0.0 0.0 0.0 0.0 0.0 Energy 0.1 0.6 0.6 0.0 0.0 0.0 801.1 Mobile 29.9 47.6 256.5 0.7 75.6 3.7 53,297.5 Total 35.1 48.2 256.1 0.7 75.6 3.7 54,098.6 SCAQMD Threshold 55 55 550 150 150 55 - Exceeds Threshold? No No No No No No NA Source: CaIEEMod Output in Appendix Project operational emissions will be at a less -than -significant level. Table 11 provides the operational impacts associated with the construction of 816,929 square feet of construction for a 2 -year college plus 10,000 average daily trips. Operational emissions for proposed uses were calculated using CalEEMod 2011.1.1. for an assumed project build -out year of 2030 as shown in Table 11. Bell Ave, Tustin AQ/GHG -20- Table 11 Proposed Commercial Daily Operational Impacts (816,929 sf, 10,000 daily trips) Source: CaIEEMod Output in Appendix For this development scenario, operational emissions are similarly less than significant. Bell Ave, Tustin AQ/GHG -21- Operational Emissions (lbs/day) Source ROG NOx CO SO2 PM -10 PM -2.5 CO2 Area 21.4 0.0 0.0 0.0 0.0 0.0 0.0 Energy 0.4 3.5 2.9 0.0 0.3 0.3 4201.6 Mobile 19.8 35.8 156.0 0.8 80.6 3.8 52,878.4 Total 41.6 39.3 158.9 0.8 80.9 4.1 57,080.0 SCAQMD Threshold 55 55 550 150 150 55 - Exceeds Threshold? No No No No No No NA Source: CaIEEMod Output in Appendix For this development scenario, operational emissions are similarly less than significant. Bell Ave, Tustin AQ/GHG -21- CONSTRUCTION EMISSIONS MITIGATION Construction activities are not anticipated to cause dust emissions to exceed SCAQMD CEQA thresholds. Nevertheless, mitigation through enhanced dust control measures is recommended for use because of the non -attainment status of the air basin and because of the proximity of existing homes. Recommended mitigation includes: Fugitive Dust Control • Suspend the use of all construction equipment during first -stage smog alerts. • Apply soil stabilizers or moisten inactive areas. • Prepare and implement a high wind dust control plan. • Stabilize previously disturbed areas if subsequent construction is delayed. • Apply water three times daily, or non-toxic soil stabilizers according to manufacturers' specifications, to all unpaved parking or staging areas, unpaved road surfaces, and active construction areas. • Cover all stock piles with tarps at the end of each day or as needed. • Provide water spray during loading and unloading of earthen materials. • Minimize in -out traffic from construction zone • Cover all trucks hauling dirt, sand, or loose material or require all trucks to maintain at least two feet of freeboard • Sweep streets daily if visible soil material is carried out from the construction site Similarly, ozone precursor emissions (ROG and NOx) are calculated to be below SCAQMD CEQA thresholds. However, because of the non -attainment for photochemical smog, the use of reasonably available control measures for diesel exhaust is recommended. Combustion emissions control includes: Exhaust Emissions Control • Utilize well -tuned off-road construction equipment. • Establish a preference for contractors using Tier 3 or better heavy equipment. • Enforce 5 -minute idling limits for both on -road trucks and off-road equipment. Bell Ave, Tustin AQ/GHG -22- GREENHOUSE GAS EMISSIONS "Greenhouse gases" (so called because of their role in trapping heat near the surface of the earth) emitted by human activity are implicated in global climate change, commonly referred to as "global warming." These greenhouse gases contribute to an increase in the temperature of the earth's atmosphere by transparency to short wavelength visible sunlight, but near opacity to outgoing terrestrial long wavelength heat radiation in some parts of the infrared spectrum. The principal greenhouse gases (GHGs) are carbon dioxide, methane, nitrous oxide, ozone, and water vapor. For purposes of planning and regulation, Section 15364.5 of the California Code of Regulations defines GHGs to include carbon dioxide, methane, nitrous oxide, hydrofluorocarbons, perfluorocarbons and sulfur hexafluoride. Fossil fuel consumption in the transportation sector (on -road motor vehicles, off-highway mobile sources, and aircraft) is the single largest source of GHG emissions, accounting for approximately half of GHG emissions globally. Industrial and commercial sources are the second largest contributors of GHG emissions with about one-fourth of total emissions. California has passed several bills and the Governor has signed at least three executive orders regarding greenhouse gases. GHG statues and executive orders (EO) include AB 32, SB 1368, EO S-03-05, EO S-20-06 and EO S-01-07. AB 32 is one of the most significant pieces of environmental legislation that California has adopted. Among other things, it is designed to maintain California's reputation as a "national and international leader on energy conservation and environmental stewardship." It will have wide-ranging effects on California businesses and lifestyles as well as far reaching effects on other states and countries. A unique aspect of AB 32, beyond its broad and wide-ranging mandatory provisions and dramatic GHG reductions are the short time frames within which it must be implemented. Major components of the AB 32 include: • Require the monitoring and reporting of GHG emissions beginning with sources or categories of sources that contribute the most to statewide emissions. • Requires immediate "early action" control programs on the most readily controlled GHG sources. • Mandates that by 2020, California's GHG emissions be reduced to 1990 levels. • Forces an overall reduction of GHG gases in California by 25-40%, from business as usual, to be achieved by 2020. • Must complement efforts to achieve and maintain federal and state ambient air quality standards and to reduce toxic air contaminants. Statewide, the framework for developing the implementing regulations for AB 32 is under way. Maximum GHG reductions are expected to derive from increased vehicle fuel efficiency, from greater use of renewable energy and from increased structural energy efficiency. Additionally, through the California Climate Action Registry (CCAR now called the Climate Action Reserve), general and industry -specific protocols for assessing and reporting GHG emissions have been Bell Ave, Tustin AQ/GHG -23- developed. GHG sources are categorized into direct sources (i.e. company owned) and indirect sources (i.e. not company owned). Direct sources include combustion emissions from on -and off-road mobile sources, and fugitive emissions. Indirect sources include off-site electricity generation and non -company owned mobile sources. Greenhouse Gas Emissions Significance Thresholds In response to the requirements of SB97, the State Resources Agency developed guidelines for the treatment of GHG emissions under CEQA. These new guidelines became state laws as part of Title 14 of the California Code of Regulations in March, 2010. The CEQA Appendix G guidelines were modified to include GHG as a required analysis element. A project would have a potentially significant impact if it: • Generates GHG emissions, directly or indirectly, that may have a significant impact on the environment, or, • Conflicts with an applicable plan, policy or regulation adopted to reduce GHG emissions. Section 15064.4 of the Code specifies how significance of GHG emissions is to be evaluated. The process is broken down into quantification of project -related GHG emissions, making a determination of significance, and specification of any appropriate mitigation if impacts are found to be potentially significant. At each of these steps, the new GHG guidelines afford the lead agency with substantial flexibility. Emissions identification may be quantitative, qualitative or based on performance standards. CEQA guidelines allow the lead agency to "select the model or methodology it considers most appropriate." The most common practice for transportation/combustion GHG emissions quantification is to use a computer model such as CalEEMod, as was used in the ensuing analysis. The significance of those emissions then must be evaluated; the selection of a threshold of significance must take into consideration what level of GHG emissions would be cumulatively considerable. The guidelines are clear that they do not support a zero net emissions threshold. If the lead agency does not have sufficient expertise in evaluating GHG impacts, it may rely on thresholds adopted by an agency with greater expertise. On December 5, 2008 the SCAQMD Governing Board adopted an Interim quantitative GHG Significance Threshold for industrial projects where the SCAQMD is the lead agency (e.g., stationary source permit projects, rules, plans, etc.) of 10,000 Metric Tons (MT) CO2 equivalent/year. The threshold applies primarily to industrial facilities. No threshold for residential or commercial development has been promulgated. In the absence of any adopted thresholds for roadway and commercial facilities projects, this 10,000 MT/year recommendation has been used as a guideline for this analysis. Bell Ave, Tustin AQ/GHG -24- Construction Activity GHG Emissions In the unlikely event that the entire project were build out at once, CalEEMod predicts that the construction activities will generate the CO2(e) emissions identified in Table 12. Because the SCAQMD GHG emissions policy from construction activities is to amortize emissions over a 30 -year lifetime, the amortized annual total is also presented. Table 12 Construction Emissions (Metric Tons CO2(e)) (194,109 sf) Year Metric Tons CO2(e) 2014 (Roadway Construction) 128.8 2018 (Facilities Construction) 522.0 2019 (Facilities Construction) 16.1 Total Construction 666.9 30 Year Annual Amortized Rate 22.2 *CaIEEMod Output provided in appendix GHG impacts from construction are considered less -than -significant. Project Operational GHG Emissions The input assumptions for operational GHG emissions calculations, and the GHG conversion from consumption to annual regional CO2(e) emissions are summarized in the CalEEMod output files found in the appendix of this report. Table 10 provides operational emissions estimates associated with planned 2 -year college and commercial uses totaling 194,109 square feet of new development with an associated 10,000 daily VMT. GHG emissions associated with the proposed project are less than the adopted 10,000 CO2(e) threshold. Project operational GHG emissions impacts are, therefore, considered to be less -than -significant. Table 13 GHG Operational Emissions (194,109 sf, 10,000 daily trips) Consumption Source MT CO2(e) tons/year Energy Utilization 975.5 Mobile Source 6,241.8 Solid Waste Generation 98.5 Water Consumption 162.0 Annualized Construction 22.2 Total 7,500.0 GHG emissions for the 816,929 sf, 10,000 daily trips development scenario were also analyzed and are shown in Tables 14 through 16. Bell Ave, Tustin AQ/GHG Table 14 Construction Emissions (Metric Tons CO2(e)) (816,929 sf ) Year Metric Tons CO2(e) 2020 (Facilities Construction) 1,240.5 2021 (Facilities Construction) 411.3 Total Construction 1,651.8 30 Year Annual Amortized Rate 55.1 *CalEEMod Output provided in appendix Table 15 GHG Operational Emissions (816.929 sL 10.000 dailv trios) Consumption Source MT CO2(e) tons/year Energy Utilization 4,055.1 Mobile Source 6,241.8 Solid Waste Generation 483.1 Water Consumption 392.1 Annualized Construction 55.1 Total 11,227.2 The calculated GHG burden in Table 15 is based upon a continuation of "business as usual" (BAU) throughout the project development timeframe. There are, however, already a number of programs in place that will substantially reduce the GHG emissions associated with transportation and energy consumption as the major contributors to operational GHG emissions. These programs include: • Vehicle Efficiency (Pavley, Assembly Bill 1493) • Low Carbon Fuel Standard • Tire Pressure Indicators • Low Rolling Resistance Tires • Low Friction Oils • Goods Movement Efficiency • Aerodynamic Efficiency • Medium/Heavy Duty Hybrids • Sustainable Community Initiatives (SB -375) • 33% Renewables by 2020 • Lighting Efficiency • Electrical Energy Efficiency • Natural Gas Energy Efficiency • Increased Combined Heat & Power • Industrial Efficiency • 33% Renewables by 2020 for Pumping Plants Bell Ave, Tustin AQ/GHG -26- Conservatively, existing mandatory programs will reduce statewide GHG emissions by at least 20 percent independent of any local initiatives for GHG reduction. For the proposed project, application of projected GHG "savings" from established programs to the project GHG burden produces the following emissions residual (MT/year): Table 16 GHG Reductions through Statewide Programs (816.929 sE 10.000 daily trins) Source BAU Reduction* Residual Energy Utilization 4,055.1 30.2% 2,830.5 Transportation 6,241.8 18.5% 5,087.1 Solid Waste 483.1 0.0% 483.1 Water Use 392.1 19.0% 317.6 Construction 55.1 0.0% 55.1 Total 11,227.2 21.8% 8,773.4 *from in-place programs by 2020 Reduction calculations from Riverside County Climate Action Plan, Section 5. 1, "Reductions from Statewide Measures," Table 5.1 "Statewide Measures and Associated Emissions from the 2020 Inventory." Whereas the project GHG impact under the BAU assumption would exceed the SCAQMD advisory significance threshold in terms of the annual emissions burden, sufficient mandatory measures are in place to reduce the total GHG emissions below the 10,000 CO2(e) threshold. Bell Ave, Tustin AQ/GHG -27- APPENDIX CALEEMOD2011.1.1 COMPUTER MODEL OUTPUT ROADWAY CONSTRUCTION EMISSIONS • Daily Emissions (lbs per day) • Annual Emissions (tons per year) FACILITIES CONSTRUCTION AND OPERATIONAL EMISSIONS 194,109 SF • Daily Emissions (lbs per day) • Annual Emissions (tons per year) FACILITIES CONSTRUCTION AND OPERATIONAL EMISSIONS 816,929 SF • Daily Emissions (lbs per day) • Annual Emissions (tons per year) Bell Ave, Tustin AQ/GHG _fig_ m \ \ / 3 c ■ @ LA v @ ■ � U v / t » 3 / $ § _ 3 / % \ ) \ S \ ® \ \ / . + ^ \ 2 \ / ~ _ p CO 0- > / \ > % / / / o � \ f ) 7 E = 2 m= A e ƒ _ \ \ \ / y k 2 G o S \ > K \ / . \\ \ r ° E % U)y £ a \ m £ 2 CO:) b m § k C: / > / cu 7 E :/ 2 § § / Q 2 « 3 co &� R 2 £ S ƒ \ \ \ , # @ @ @ G £ / \ \ � | ± ± ± E w = y / k)2 2 m m m f cc 3 2 E '\ f/% (D _ q j G M E 2//\/$ t » C: k \ E 2 - LU 0 LU � k E 0 E . / 0 � 2 0 Q � k W 0 k U) 0 0 2 « k ) ) § / ) o & \ & o / & ( o \ « � ) & \( ) ( \ °« & ± 2 Z o LU \ LL \( ) LU & LL \ \ & ( & \ / & / j § \ / 0 & 0 5 \mo o ( z & LO Z \� LL \) \ z \ & LU LL } & \ & ( / j § / \ & j / 5 / § & 0 k U) 0 0 2 « k ) ) § / ) o & \ & ( o ° 2 « � \( ) \ / & LU \ LL LU & LL \ \ & ( & / j § \ / 0 & 0 5 / § & O N O O : O ' ' O O O O O 0 O O O O Z O o V O : : O O O = O ' O ' O O 0 O .0 .0 o T 9 0 mo H O N Fn 0 O . 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N ' M M O N 0 O O O O ' O 0 C) O ) ° V V O ; O ' N N 0 Z Z 0 ;O o O O 9 0 0 O ; O ; O o 0 T 9 75 0 H 75 ' LO ll -1 O N m0 M Z U H v V N O N m 0O 0 O O ' O :o O O O o :o O 07 N N o o ° 0 co ; N (6 07 �LO L ° o v O ' V v L ' O O ° X a LU O O ; O ; O O (1)� >_ N co r� o0 a a LL c) ri o o o' o L wa o- 42 ; O LO 'v v a N a) o o w O O La LL _o O L W a O T m 9 o- 42 ° o) ' >o o o O O N N 0 o 0 L ; o o N � LO11� 0 O O u) ; O ' M O ; O M ° Lu ° >o N N oo O O X o) a) 0 co `° z o o N T : O 0 v ' O O Cl) M u) O (D O 0 0 O O O ; O o m O (1) N ' O y R O O ; O C) ° ' 0 O ' O LL z N : O O N 0 O O O ' O .0 O O ) 0 O ; O ' N N 0 Z V O O 0 O ; O ; O o T 9 0 0 75 H O N m 0O O O ' O o V o0 v 0 0 o ' N N N 0 o_ 07 L N o O ' O ' O O ° O ; O ; O O �� ° m o o o' o L wa O ; O ; O O >� >_ o o La LL o- 42 o o ' o) ' rn o O O N N d o ; o ; o o w O O O ' O _ L XO a ; O ; O O Lu m 9 — ° >o o o ' eco oo O O ° a LL o; o ; o o N : O O : O O 0 ' O O ' O O u) O :d O : O ' :d O 0 0 O O O ; O O O ; O O DX O ' O z o; o ; 0 0 0 o' o ' O o 0 O ' O N ' C ' O F 0 Q N 0) L 0 M M N : N O N 0 O r O t` 0 0 N O n Lfl O O r � M M 0 Z Z V (O O S ' co M U O O O O 9 U 0 O .0 .0 O 0 T mo 9 H ' O � p N � Fn OM M Z LO Lfl � M M N 0 U N N O_ O O O ' O .0 07 0 O O LO — N (D W o 0 U O_ �LO 07 6 o o ' (O r` fo L wa 0 N 0 O ' O ' O O O O O O O a� a LL ri ri �LC) o- 42 ' N o LLo L wa a O O (O 00 O O _o O ' (O O L X Lu O La m 9 ; 0LL 0 � 0- 42 Ln ll -1 L a V o m O ' O ' N N a 0; 0 N 0 co M 0 O O u) w O O O co O M 0 M M () L X O O O O N N � > O X O O o 00 0 O ' O r` Z a LL OM M ; 0 0 co 0 M 0 O O d : O O T V 0 ' O O ' O O (n O O O O ' O N ' O 0 N o m O O O O (1) N ' O y R O O O O C) a ' 0 LL N : N N N 0 O O O ' O , N O N 0 O O r t` 0 Z V O O U O .0 .0 O T 9 0 0 75 H N N O N m 0 O O O ' O .0 O 0 O O N 0 U O_ 07 LO N 0 O ' O ' O O O O O O O �LC) m O O O' O L wa O O O O La o ; o ; 0LL 0 0- 42 O . 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O ' O O O O O a W o; o ; 0 0 N 0 O O ' : O O : O ' O O O (n O ; O O O ' ; O O ' O 0 O 0 O O O O O ; O ; O O O .O .O O Ox o ' O ' O O z o; o ; 0 0 0 O ' O ' O O 0 O' O ' O O 0 0 Q N O N L 0 M M O N O ' O ' ' N ' N 0o 0 ' O O O 0)0 P, O W O ; O ; N N 0 O ' O O N O ' O O Z N O .0 O ' O O Z O .0 .0 V O 0 O .0 O O T c� ' O ' O 77- O 0 ° 0 0 O ,co ' p o W W O O W H 0 _ O O O ' O N ' N � p N 0' M M 0 H 0 0)rn z 0 O 0)w O N m 0 O ' O O ' O ' N ' r N Z 0 0 O ; O ' N O O O ' O O O p N O :d O 07 ' ' L O O O ' O N 0 O O O ' O O O ' O O 07 O ; O O LO — N 0 O ' O �LO 0 O ' O O N O ' O N O L x a LU O ; O o; 0 0 (1)� > I �LC) ' N Lo O LO O �a LL O ' O o 0 LU 0- 42 ; O M a O .0 O >_ 'o 'O w O O o ' O ' O o O O ' O O L x a 0 o; 0 0 LU j C ; O O O M M 0- 42R '0 L 0 a ; O N O O O 0 O O U) w O O ; O M O 0 M 0o O ' O ' O O L x a ; O o O ; 0 0 P--.— j, C M 0 M O' O ' Lo LQ Z ; O .0 O 0 00 0 o; o O O o 0 O ' O '' OO O 0 O O O o m O O O O O N ' O > R 0 O O 0 a ' 0 O O O LL O N O ' O ' ' N ' N O O P, 0 O ; O ; N N 0 O ' O ' O O N O ' O ' O O Z O .0 .0 O V O ' O ' O O S O ' O ' O O 0 O .0 .0 O T ' ' 0 ' ' 0 _ O O O ' O N ' N � mo O ; O ; N N H O N m 0 O ' O O ' O ' N ' r N � Z 0 O ; O ; N N N 0 ' ' O O O ' O O ' O O O p O ' O ' O O 07 LO — N 0 O ' O 0 ' O 0 O O O ; O ; O O �LC) ' ' O 6 O O O ' O O ' O O O L LU O ; O ; O O >_ 'o 'O o ' O ' O o O 0� o 0 0 L .0 ; 0- 42R '0 O '0 0 a ; O ; O O w O O O ' O ' O O L x a o; o ; 0 0 LU j, C O > O O O' O ' ' O ' O O O O O a LL o; o ; 0 0 O ' O '' OO O 0 O O O OOOOO U) O O O O O 0 O O O O O x O 'O 'O O O O O O O O O 0 O 'O O ON0 OO O o 0 S 0 O N O N of L 0 M M O N O ' O ' ' N ' N 0o 0 ' O O O w 0 P, O W O ; O ; N N 0 O ' O O N O ' O O Z N O .0 O ' O O Z O .0 .0 V O 0 O .0 O O T c� ' O ' O 77- O 0 ° 0 0 O ,co ' p o .0 00 O O W H 0 _ O O O ' O N ' N � p N 0' M M 0 H 0 0) rn z 0 O .0 w O N m 0 O ' O O ' O ' N ' r N Z 0 0 O ; O ' N O O O ' O O O p N O ' O O 07 ' ' LO O O O ' O N 75 O O O ' O O O ' O O 07 O ; O O LO — N 0 O ' O �LO 0 O ' O O N O ' O N O L x a LU O ; O o; 0 0 (1)� > �LC) ' E N N O N O LL O ' O O O L LU O ; O ; O O 0- 42 0' 0 0 ' a 0 ;0 0 O O O O O O w O O L O ' O O L x a o; 0 0 LU j C 0- 42 0' 0 .0 O > O O Lo LO O O L ;0 o 0 N O O 0 O O U) O ; O M O 0 M 0 LU v V ; O O O > O O P--.— ' O ' O O O M M OX Lo LQ Z ; O .0 O 0 00 0 O O O ' O ' O 0 0 ' O O ' O O (n O ; O O ' O ' ; O O 0 0 `0 ' 6 O N ' O > R 0 ; O O 0 ° ' 0 LL O ' O O N O ' O ' ' N ' N O O P, 0 O ; O ; N N 0 O ' O ' O O N O ' O ' O O Z O .0 .0 O V O ' O ' O O S O ' O ' O O 0 O .0 .0 O T ' ' 0 ' ' 0 _ O O O ' O N ' N � mo O ; O ; N N H O N m 0 O ' O O ' O ' N ' r N � Z 0 O ; O ; N N N 0 ' ' O O O ' O O ' O O O p O ' O ' O O 07 LO — N 0 O ' O 0 ' O 0 O ° O ; O ; O O �LC) ' ' O 6 O O O ' O O ' O O O L LU O ; O ; O O ' ' O O O O O O L 0- 42 0' 0 .0 0 a ;0 ;0 0 w O O O ' O ' O O L x a o; o ; 0 0 LU j, C O > O O O' O ' ' O ' O O O O O ° a LL o; o ; 0 0 N O ' O ' O O 0 ' O O ' O O (n O ; O O ' O ' ; O O 0 0 O O O ; O ; O O O ' O ' O O OX O ' O ' O O Z O ; O ; O O 0 O' O ' O O 0 O' O ' O O 0 'o 'o 0 0 Q N 0 N O O O N N 0 � � 0 00 O O O (D V M O M 0 O N O O Z O N o V N S O ' O O O C) O o o _T ~ N 0 O O C) Cl) M 75 O O p M M H O ' ' O O N Fn 0 Z 0 M O OM M O O N M N 00 L .0 co V O V O O p O O O O 07 N 0 (O O O O N Fn O O O .0 V O O Ln O O L o 0 X d LU ' ' +� N O� O O O ' O O ' O O O La 0 ' O O m 07 0 a 0 0 O O ' O ' O O O O L 0 0 LU a `> ; O O C O > O O O� O 6 La N ' O O L N O 0 O O U) ; O O O 0 .0 00 N X N 0 ' n Z V ; O 0 � 0 N Cl! d O a o ` 42 O O ' L0 N a ll� R O ; 0 0 ~ C) 0 ;. ,(D N 0 O O O O O 00 0 O (D V 0 O : O : O O N O ' O ' O O Z O .0 .0 o V O N C) O .0 .0 o T ' ' N O O N CJ 00 L .0 co V O) 0) V p O O V H (O O N O N Fn O O LO o .0 V C) o � N 0 ' ' O O O ' O O ' O O O p O ' O ' O O 07 LO N 0 O ' O ' O O IF- O ; O ; O O LO O 6 O V O ' O N ' O O O L wa O ; O ; O O ' O� La LL O .0 ; O O 0- 42 0 ' ' L0 N a o ; o ; 0 0 w O O m O ' O ' O O X a o ; o ; o o W j f/1 C __4 __ _4-- O O O O; M M O O - ' LO O LL a o ; o ; 0 0 N O O O O 0 O ' O ' O O U) O ; O O O) ' ; O V ' O 0 M 0 O O) V V O ; O N O O ; N OX O ' M Z O .0 0 O ' M ' LO 00 0 O N d O ' O ' O o 0 S > U Q N 0 N C 0 c 0 'ra U 7 +L+ N C 0 U O O O N N 0 � � 0 00 O O O (D V M O M 0 O N O O Z O N o V N S O O O O C) O o o _T ~ N 0 O O C) Cl) M 75 O O p M M H O ' ' O O N Fn 0 Z 0 M O OM M O O N M N OO L O) 0) co .0 V V p O V O O p O O 07 (O O N N 0 O LO ° .0 ° C) O O O O Ln N O O L ' o 0 X d LU O O O ' O O ' O O O p +� N O� O ' O ' O O La 0 O m LO N 0 0 a ' O 0 0 O O O L ; O 0 0 LU a `> C LO O > O O O V O ' O O� O O L wa La ; O O N O 0 O O U) O O 0 'LL .0 00 La N X N 0 n Z V 0 � 0 42 N Cl! ' 0 N 0 a 0 o ; o ` 0 ° O ° ll� R O ~ m C) 0 ' O w 0 c 0 'ra U 7 +L+ N C 0 U ;. ,(D N 0 O O O O O 00 0 O (D V 0 O : O ' : O ' O N O O O O Z O .0 .0 o V O N C) O .0 .0 o T ' ' N O O N CJ OO L O) 0) co .0 V V p O O V H (O O N O N Fn O O LO ° .0 V C) o � N 0 ' ' O O O ' O O ' O O O p O ' O ' O O 07 LO N 0 O ' O ' O O IF - O ; O ; O O LO O 6 O V O ' O N ' O O O L wa O ; O ; O O 'LL La 0- 42 0 ' ' 0 N a o ; o ; 0 0 w O O m O ' O ' O O X a o ; o ; o o W j f/1 C __4 __ _4-- O ° O O; M M O O - ' LO O ° a LL o ; o ; 0 0 N O O : O O 0 O ' O ' O O U) O ; O O O) ' ; O V ' O 0 M 0 O O) V V O ; O N O O ; N OX O ' M Z O ; O 0 O ' M ' LO 00 0 O N U T- 04 N 0 N N N O le 0 O O O M O 0 O N O O Z O o V N S O � O O O O O O o T O V O O O LQ 5 O O O O .0 .0 H LO ' O N lli m O n Lf) Z O O O N OM V 0 , O o O o O O 07 N o M , V O O N O 070 O O , M O V O O �LC) V N O O L o o X d LU : : � 0 N O � O ' O O O O ' O O O La O O O O 2 07 O O d o o O _ O O _ O O O O L o o LU a `> ; O O C O > O O O� O 6 La O O L wa N O 0 O O O (n O O >� >_ O (D m O O O X 00 0 ? Z O O 0 O O O d' O O ` 42 O m O N �0 a ll� R O ;0 0 ~ O O N O O O 0 O M N 0 O : O : O O N O � O � O O Z O .0 .0 o V O O O O O O .0 .0 o T ' ' N O O OM V O , O O M , O W V O N H M , V f, O N O 070 O O O , M O V 0 ; V N N : : 0 O ' O O O O ' O O O o O O O O 07 LO — N 0 _ O O _ O O O O ; O ; O O �LO O 6 O O O O N O L wa O ; O ; O O >� >_ O O O . O O . O O O O� La LL O ; O ; O O 0- 42 O O , O N �0 a o ;o ;0 0 w O O _ O O _ O O L xa o ;o ;0 0 W j f/1 C __4 __ _4-- O > O O OV ; O M O O — N �a LL o ;o ;0 0 N O O O O 0 O O O O (n O ; O O co ; O c0 O O 0 O Cl) V 00 O ; O ; O O X O Cl) V f� O O V O Z O .0 .0 O 0 O V LO W 0 O ' O ' O O d O O O O O N O F O T- 04 N 0 N ;� ;;T N N O le 0 f0 O O O M O 0 O N O O Z O o V N S O O O O O O O o T O V O ' O O u2 5 O O O O .0 .0 H LO ' O N ll'l m O O Lf; Z O O O N OM V 0 , O o o o O O 07 N o M , V O O N O O , M V O O �LC) O V O O L N o o X d LU N � N O � ' ' La O ' O O O O ' O O 2 o O ' O O O d o o O LO - O O L _ ' O o o LU a `> C O ; O ; O O O > O O O� �LO La O O 6 N O 0 N O O (n ; O O O O (D m >� >_ O O O X 00 0 O O ' O ' O ? Z O o O O La LL 0 O � o 0 ` 0- 42 ° m o O ° ll� R O ' N a ~ o ; o O O ;� ;;T N O O O V f0 0 O M N 0 O ' O ' ' O ' O N O O O O Z O .0 .0 o V O ' O ' O O O O .0 .0 o T ' ' N O O OM V O , O O M , O W V O N H M , V f, O N O , M V O 070 O O 0 ; O V N N ' ' 0 O ' O O O O ' O O O o O ' O ' O O 07 LO - N 0 _ O ' O _ ' O O ° O ; O ; O O �LO O 6 O O N L wa O ; O ; O O >� >_ 'O 'O O O ' O ' O O O La LL 0- 42 O O ' o ' N a o ; o .0 0 w O O _ O _ O L x a o .0 ; 0 0 W j f/1 C __4 __ _4-- O > O O o0) ; O M O ' O - N ° a LL o ; o ; 0 0 N O ' O ' O O 0 O ' O ' O O (n O ; O O 'M ' ; O 'c0 ' O O 0 O Cl) V 00 O ; O ; O O O ' M OX O ' V ' O Z O ; O ; O O 0 O ' v ' L° rn O O' O ' O O o :0 ' o 0 O Q N 0 N NM N O N 0 0 ' MM O o oo O a) N N 0 O ' O O N O ' O O Z N O ; O o ' O O Z O .0 .0 V O ' O O S O ' O O O O ; O o O O T ' O .0 .0 o O T c� ' ' O N 0 M M p o ' W W 0 '0 'M H O ; O ° O O O m O H o N N 0 ' 0 O O O O O ' O O O p O :o O 07 LO O N o O ° 0 ' ' O ; O O O O O ' O O ' O O O p �LO ' O O 07 ° m � o o L wa O ; O O O ' O ° � N O� O ; O ' O La W o m o o o ' 0 0 0 L d o ; o O wa O ; O ; O O w O O _ O L a o; 0 0 W U C O ' O O O O > O O La W W 4 - P --.- o- o2 42 o o N O O 0 ' O O u) o ; o ; O :o O 0 O 0 N N O O ; O O 4 O ' O ' O O L x a o; o O 0 W j, C Z ; O O ' M O 0 M 0 O ' O o ' o o O ' O r ° a W o; o ; o 0 C N : O O 0 o m O R O 0' O (n O :d O ' O ' :d ' O ' O O ' O 0 O O Q N NM M N 0 0 ' 0 O O ' V 0) a) 0 O ' O ' O O N O ' O ' O O Z O .0 .0 o V S O ' O O ' O ' O ' O O O O O .0 .0 o T c� ' ' N 0 M 0 '0 'M O ; O ° y0 O O H O N O . O 0 O O M M m0 O O O O N 0 ' ' O O O ' O O ' O O O p O ' O ' O O 07 N o O ' O ° O ; O ; O O ° m� o o o' o o ' 0 0 0 L wa O ; O ; O O (D� 'o O O 'o O ' O O O La W 4 - P --.- o- o2 42 o o o a o ; o O O O ' O ' O O L x a o; o ; 0 0 W j, C O > O O O ' O O ' O r ° a W o; o ; o 0 N : O O : O O 0 ' O O ' O O (n O :d O ' O ' :d ' O ' O 0 W 0 O O N N O ; O ; O O O ' O ' M M 0 O ' O ' O O Z O :d :d O CJ O ' O ' M M 0 O ' O ' O O N ' C ' O F O Q N 0 N NM :0 N O N 0 0 ' MM O o oo O a) N N : : 0 O ' O O N O ' O O Z N O ; O o ' O O Z O .0 .0 V O ' O O = O ' O O O O ; O o O O T ' O .0 .0 o O T c� ' ' O N 0 M M p o ' W W 0 '0 'M H O ; O O O N O O M O M m O H o N N 0 M ' m0 O O O O O ' O O O p O :o O 07 LO N N o 0 O ' O O O O ' O O ' O O ; O O O ' O ' O O 07 �LO Lo m � o o L wa O ; O O � ; O O N O� ' La W �Lo m o o o' o o m o 0 o o wa d O ; O o ; o O w O O (D� 'o _ O L a O ' O o; 0 0 U W C La W O > O O O 4 - P --.- W o- o2 42 o o o N O O 0 ' O O u) ; O :o O 0 O 0 N N ; O O ' O O - - P --.- o; o ; 0 x W j, C O Z O ; O O ' co O 0 M 0 O O o ' o O d r ' o r` 0 ..t.. C O :O :O O O ' O 0 o m ' O R O N 0 Q p - ' F O O O 0 2 ' O O ; O Q NM :0 M N 0 0 O O ' V 01 a) : : 0 O ' O ' O O N O ' O ' O O Z O .0 .0 o V = O ' O O ' O ' O ' O O O O O .0 .0 o T c� ' ' N 0 M 0 '0 'M O ; O O O O O H O N 0 O . O O O M M m0 O O O O N 0 ' ' O O O ' O O ' O O O p O ' O ' O O 07 Lo N o O ' O o O ; O ; O O �Lo m o o o' o o ' o o 0 L wa O ; O ; O O (D� 'o O O 'o O ' O O O La W O O 4 - P --.- o- o2 42 o o o a o ; o O O O ' O ' O O L x a o; o ; 0 0 W j, C O > O O O ' O ' O O r a W o; o ; o 0 O :O :O O O ' O ' O O ;O 'O ' ;OO ' O ' W lo, O O N N O ; O ; O O ' O ' M M O ' O ' O O O ;O ;O O O ' O ' M M 0 O ' O ' O O o ; °o ; D m N O C) S > F O T- 04 N O N O N O ' O ' O M N 0 O O W 0 O N O ; O W 0 O ' O O N O ' O O Z N O .0 o ' O O Z O .0 .0 V O ' O O S O ' O O O O .0 o O T ' O ' O ' O O O O .0 .0 O o ' o) rn mo O O H O O N 0 '0 O LO LO m0 o 'o) rn z 0 y0 O; rn rn N N 0 ' O O O ' O O O p O . O O ' O O :d O 07 O :d LO N , N O ' O O ° N O :d O ' ' O O O ' O LO O O ' ° :d o o O ' O o O L x a LU o; 0 0 Lo N 0 O ' O � O ° N ' LLO� La O ; O ; O O o- 42 Lo ' o o' o o a O ' O o ; o o wa w O O ; O O O ' O O L x a o; 0 0 W j C O O 'o O >o O O� La La LL 4 P--.- - N 0- Om 42 :o O 0 0 O O u) ; O O 0 o ; o O 0 o o 0 ;o w O O P--._ o m O L x a o O Z 0 :o co o 0 0 v o v, O O O ' V ' N ..t.. O O ° a LL o; o ; 0 C 0 o m O R : O O O 0' 0 ' O O ' O O (n O ' O ; O : O O 0 Q O NM M N 0 0 ' 0 O O ' O N O N 0 O ' O ' O O N O ' O ' O O Z O .0 .0 o V O ' O ' O O S O ' O ' O O O O .0 .0 o T ' ' O O 0 '0 'O O 7O ; O y0 N N H O N 0 O . O O ' O , O O m 0 O :d N , N N 0 ' ' O O O ' O O ' O O O p O :d :d O 07 Lo N 0 O ' O ' O O ° O ; O ; O O Lo ' ' ° 6 O O O ' O O ' O O O L wa O ; O ; O O (D� 'o O O 'o O ' OLL O O La 4 P--.- - 0- Om 42 0 'o 'o 0 a o ; o .0 0 w O O O ' O ' O O L x a o; o ; 0 0 W j, C O > O O O O ' V ' O O O O ° a LL o; o ; 0 0 N : O O : O O 0 ' O O ' O O (n O ; O O ' O ' ; O : O O 0 O O O o 0 o :d :d O ' O Ox o ' O z o; o :d 0 CJ O ' O 0 o' O N ' C ' O F O T- 04 N O N O N O ' O ' O M N 0 O O W 0 O N O ; O W 0 O ' O O N O ' O O Z N O .0 o ' O O Z O .0 .0 V O ' O O S O ' O O O O .0 o O O T ' O .0 .0 o O T ' ' O o ' o) rn mo O O 0 '0 'O H 7O ; O O N O LO LO m0 H o 'o) rn z 0 O; m rn N 0 , O ' m 0 O :d O O O ' O O O p O :d O 07 LO N N 0 O ' O O O O O O ' O O ' O O :d O O :d :d O 07 LO ' Lo o o O ' O o O L x a LU ' O o; 0 0 � ; O O N ' LLO� La Lo ' ' 6 O O O ' O o- 42 O O L o o' o o a O ; O o ; o o w O O (D� 'o O ' O O L x a O ' O o; 0 0 W j C La LL O >o O O O� 4 P--.- - La LL 0- Om 42 0 'o 'o 0 N :o O 0 .0 O O u) ; O O 0 O o o 0 ;o O ' O ' O O P--.— o; o ; 0 0 W o m O o O Z O :o o 0 0 O ' O ' O O LL a o; o N 0 ..t.. N C : O O : O O 0 ' O O 0 o m ' O R O N 0 Q 0 p - ' F O o O 0 2 ' O o ; o Q 0 NM M N 0 0 ' 0 O O ' O N O N 0 O ' O ' O O N O ' O ' O O Z O .0 .0 o V S O ' O O ' O ' O ' O O O O O .0 .0 o T ' ' O O 0 '0 'O O 7O ; O y0 N N H O N 0 O . O O ' O , O O m 0 O :d N , N N 0 ' ' O O O ' O O ' O O O p O :d :d O 07 Lo N 0 O ' O ' O O O O ; O ; O O Lo ' ' 6 O O O ' O O ' O O O L wa O ; O ; O O (D� 'o O O 'o O ' O O O La LL O O 4 P--.- - 0- Om 42 0 'o 'o 0 a o ; o .0 0 w O O O ' O ' O O L x a o; o ; 0 0 W j, C O > O O O O V O ' O ' O O LL a o; o ; 0 0 N : O O : O O 0 ' O O ' O O (n O ; O O ' O ' ; O :0 O 0 O O O o o ; o ; 0 0 O ' O 0 o ' o z o; o :d 0 i� O ' O 0 O' o 'o 0 O ; oa ; D R N O S > F O N O N i cc CL co ri N . 0 V ' 0 OO O O 0 M N N O ; O 0 O ' O ' O N O O O Z N O .0 o ' O O Z O .0 .0 V O O O 0 O .0 o O O T c� ' O .0 77- o 0 ° T o ,0 0 p O o O y0 . N N H O O O ' O V ' M M mo O N O ; O O O O 00 070 0 ; o N N 0 O N ' O . O V -qtm O O O ' O O O p ' Cl) O :d O 07 O ; O LO O O O O ; O O O O O ' O O ' O O O p O ' O ' O �LO 07 m O o ' O o L wa N o O ; O O ' O O O � O ; O N O� O ' La W �LC) 0 ' 0 o ' o o L o 0 a o ; 0 0 O ; O ; O O w O O L _ O .00 O a .> o ; 0 0 U W C O > O O O� O La W - P --.— o- O2 42 ; N O O 0 a O O (n o O O o 0 O O O ' O ' O O L x a o; o ; 0 0 0 j, C Z O N ' O O 0 N 0 O O ' O O d O o a W o; o ; 0 0 T a , 0 ' O :O ' O O O O O 0 O ; O O 'O 'OO ; O m 'a � 0 o O NO O O ' V ' t O Cl) M 0 O ; O 0 O ' O ' O O N O ' O ' O O Z O .0 .0 o V = O ' O O ' O ' O ' O O O 0 O .0 .0 o T ' ' 0 . 0 _ O O O ' O V ' M M mo O ; O H O N O . 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O o U r Z r a C � J N O " C p F 'Coal O M N O V O 00 O Z O O T H ' � V � 0 N N N 0 .0 Ln 00 li o H N N N 0 U) 0 C) T C O X 0 Z 0 0 o a o O O C O N o o U r Z r a C J N C p Agreement for Exchange of Real Property Addendum/Environmental Checklist Appendix C Traffic Noise Impact Analysis (March 2013) Appendices April 2013 TRAFFIC NOISE IMPACT ANALYSIS ATEP BELL AVENUE PROJECT CITY OF TUSTIN, CALIFORNIA Appendix C Prepared by: Giroux & Associates 1820 E Garry St., #211 Santa Ana, CA 92705 Prepared for: RGP Planning & Development Services Attn: Jeremy Krout 8921 Research Drive Irvine, Calif 92618 Date: March 29, 2013 Project No.: P13-013 N NOISE SETTING Sound is mechanical energy transmitted by pressure waves in a compressible medium such as air. Noise is generally considered to be unwanted sound. Sound is characterized by various parameters that describe the rate of oscillation of sound waves, the distance between successive troughs or crests, the speed of propagation, and the pressure level or energy content of a given sound. In particular, the sound pressure level has become the most common descriptor used to characterize the loudness of an ambient sound level. The decibel (dB) scale is used to quantify sound pressure levels. Although decibels are most commonly associated with sound, "M' is a generic descriptor that is equal to ten times the logarithmic ratio of any physical parameter versus some reference quantity. For sound, the reference level is the faintest sound detectable by a young person with good auditory acuity. Since the human ear is not equally sensitive to all sound frequencies within the entire auditory spectrum, human response is factored into sound descriptions by weighting sounds within the range of maximum human sensitivity more heavily in a process called "A -weighting" written as dB(A). Any further reference in this discussion to decibels written as "M' should be understood to be A -weighted. Time variations in noise exposure are typically expressed in terms of a steady-state energy level equal to the energy content of the time varying period (called Leq), or alternately, as a statistical description of the sound pressure level that is exceeded over some fraction of a given observation period. Finally, because community receptors are more sensitive to unwanted noise intrusion during the evening and at night, state law requires that, for planning purposes, an artificial dB increment be added to quiet time noise levels in a 24-hour noise descriptor called the Community Noise Equivalent Level (CNEL). CNEL-based standards are generally applied to transportation -related sources because local jurisdictions are pre-empted from exercising direct noise control over vehicles on public streets, aircraft, trains, etc. The City of Tustin therefore regulates the traffic noise exposure of the receiving property through land use controls. Noise/land use compatibility standards for various classes of land uses are generally expressed in the Noise Element of the General Plan to insure that noise exposure is considered in any development decisions. The City of Tustin has guidelines for noise exposure standards which are shown in Table 1. For the most sensitive residential use, the City recommends an exterior noise exposure of 65 dB CNEL for usable outdoor space and an interior CNEL of 45 dB. For various land uses that are not occupied for 24 hours, the Noise Element of the General Plan contains standards based upon a 12 -hour equivalent sound level expressed as Leq(12). ATEP Bell Ave Noise 2 Table 1 City of Tustin Interior and Exterior Noise Standards Land Use Noise Standard Interior Exterior Residential - Single family, multifamily, duplex, mobile home 45 dB CNEL 65 dB CNEL 4 Residential - Transient lodging, hotels, motels hospitals 45 dB CNEL 65 dB CNEL Private offices, church sanctuaries, libraries 45 dB Leq (12) - Schools 45 dB Leq (12) 67 dB Leq (12) General offices, reception, clerical, etc. 50 dB Leq (12) - Bank lobby, retail store, restaurant. 55 dB Leq (12) - Manufacturing, warehousing 65 dB Leq (12) - 1 Community Noise Eqivalent Level Leq (12): the A -weighted equilvalent sound level averaged over a 12 -hour period (usually the hours of operation) 2 Noise standard with windows closed, Mechanical ventilation provided ' Indoor environment excluding bathrooms, toilets, closets and corridors 4 Outdoor environment limited to rear yard of single family homes, multi -family patios, and balconies (with a depth of 6 -feet or more) and common recreational areas. 5 Outdoor environment limited to playground areas, picnic areas, and other areas of human use Source Table N-3 City of Tustin Noise Element, June 2008 ATEP Bell Ave Noise BACKGROUND NOISE LEVELS The project traffic noise resulting from an additional 10,000 daily trips could impact levels on area roadways. In order to determine ambient noise levels in the project area short-term noise measurements were conducted on Wednesday, March 27, 2013 in the mid-afternoon (2:30-3:30 p.m.). These measurements serve as a baseline in determining the impact of the project acting upon area. Meter 1 was located on Lansdowne Rd, south of Valencia Ave., in the satellite ATEP parking lot across from the Orange County Rescue Mission play yard. Meter 2 was along Red Hill Avenue at the Bell Road intersection. The locations are shown in Figure 1 and monitoring results are summarized below: Measured Noise Levels (dBA) Site No. Leq Lmax Lmin L10 L33 L50 L90 1 55.4 73.0 46.5 58.0 53.0 51.0 48.0 2 67.9 80.0 52.0 71.5 67.5 65.5 59.0 Monitoring experience shows CNELs to be 2-3 dB higher than mid afternoon Leqs which would equate to a CNEL along Valencia of 57-58 dB and 70-71 dB along Red Hill. Land uses along Red Hill are predominately commercial. The Orange County Rescue Mission, located on Hope Drive and backing up to Lansdown has a residential component. Existing CNELs of 55-56 dB adjacent to the Rescue Mission are well within the City's residential noise standard of 65 dB CNEL. Since a doubling of traffic volumes would create a +3 dB noise increase in the logarithmic decibel scale if traffic were uniformly distributed, it would take a very large traffic increase (300%) to create a noise level that would reach 65 dB CNEL along Valencia. ATEP Bell Ave Noise 4 Figure 1 Noise Meter Locations Meter 1: Lansdowne Rd, in ATEP satellite parking lot, across from Orange County Rescue Mission Meter 2: SW corner of Bell Avenue and Red Hill, 75 feet to roadway centerline ATEP Bell Ave Noise NOISE IMPACTS Noise impacts are considered significant if they expose persons to levels in excess of standards established in local general plans or noise ordinances or create a substantial noise impact. The definition of a "substantial" noise impact is not defined in any guidelines. In most environmental analyses, "substantial" is taken to mean a level that is clearly perceptible to humans. In practice, this is at least a +3 dB increase. Most people cannot distinguish a change in the noise environment that differs by less than 3 dB. Some agencies, such as Caltrans, require substantial increases to be +5 dB or more. For this analysis, the more conservative traffic noise increase of more than +3 dB would be considered significant. PROJECT -RELATED VEHICULAR NOISE IMPACTS Long-term noise concerns from project development center primarily on mobile source emissions on project area roadways. These concerns were addressed using the California specific vehicle noise curves (CALVENO) in the federal roadway noise model (the FHWA Highway Traffic Noise Prediction Model, FHWA-RD-77-108). The model calculates the Leq noise level for a particular reference set of input conditions, and then makes a series of adjustments for site-specific traffic volumes, distances, roadway speeds, or noise barriers. The typical Orange County day -night travel percentages and auto -truck vehicle mixes is then applied to convert one-hour Leq levels to a weighted 24-hour CNEL. The impact of an additional 10,000 daily trips resulting from the Bell Avenue extension was evaluated using traffic volume data provided in the ATEP traffic report prepared by Stantec in March 2013. The report provides both "no project" and "with project" traffic volumes for project build -out in 2035. Table 2 summarizes the calculated 24-hour CNEL level at 50 feet from the roadway centerline along area roadway segments surrounding the project. As shown in Table 2, many roadways are expected to experience a decrease in traffic noise when the Bell Avenue extension is complete due to a shifting in traffic patterns resulting from the diverted traffic. Both Valencia Avenue and Warner Avenue are anticipated to experience up to a 2dB reduction in traffic noise levels. Traffic noise along Armstrong Avenue south of Valencia Ave. could experience a noise increase of +2 dB CNEL at 50 feet from the roadway centerline, but this is less than the level of human detection and less than the significance threshold. Additionally, the "with project" future traffic noise level is still less than 65dB CNEL, the noise compatibility threshold adopted by the City of Tustin for exterior residential use. The next highest project associated traffic noise increase is on Red Hill Avenue between Bell Avenue and Valencia Avenue. This +1.0 dB CNEL increase is similarly less than significance thresholds and would not create a detectable noise increase. Traffic noise associated with the addition of 10,000 trips is not expected to create a significant noise impact. ATEP Bell Ave Noise 6 Table 2 Traffic Noise Impact Analysis (CNEL in dB at 50 feet from Centerline) Road Segment 2035 No Project 2035 + Project Project Impact Red Hill Avenue/ S of Warner 70.1 70.2 0.1 S of Bell 69.5 69.9 0.4 Bell - Valencia 70.4 71.4 1.0 N of Valencia 69.5 70.2 0.7 Valencia/ E of Red Hill 67.5 65.6 -1.9 W of Armstrong 66.9 64.7 -2.2 Armstrong/ S of Valencia 62.2 64.2 2.0 N of Warner 62.2 62.2 0.0 Warner/ W of Red Hill 70.5 70.2 -0.3 E of Red Hill 70.2 69.0 -1.2 W of Armstrong 69.8 68.6 -1.2 E of Armstrong 69.3 68.4 -0.9 ATEP Bell Ave Noise Agreement for Exchange of Real Property Addendum/Environmental Checklist Appendices Appendix D 2012 Annual Mitigation Monitoring and Status Report, MCAS Tustin FEIS/EIR April 2013 Appendix D 2012 Annual Mitigation Monitoring and Status Report for Final Joint Environmental Impact Statement/Environmental Impact Report (As modified by Final Supplement #1 and Addendum to FEIS/EIR) For the Disposal and Reuse of WAS Tustin SCH No. 94071005 City of Tustin Community Development Department 300 Centennial Way Tustin, CA 92780 Activities that took place in 2012 and/or are currently in progress are identified in Italic. Introduction: Pursuant to the Mitigation Monitoring and Reporting Program (MMRP) for the Disposal and Reuse of MCAS Tustin, an annual review and a brief progress memorandum based on that review shall be prepared by each applicable city (City of Tustin or City or Irvine). The City of Tustin's annual review and progress memorandum provides the following: A general description of the project's status, including actual or projected completion dates, if known. 2. The current status for each mitigation measure. Background: On January 16, 2001, the City of Tustin certified the Program Final Environmental Impact Statement/Environmental Impact Report (FEIS/EIR) for the reuse and disposal of MCAS Tustin. The FEIS/EIR evaluated the environmental impacts of the reuse and disposal of MCAS -Tustin, which included the adoption of a Specific Plan and other implementing actions. On December 6, 2004, the City of Tustin adopted Resolution No. 04-76 certifying a Supplement (Final Supplement 91) and Resolution No. 04-77 adopting the revised Mitigation Monitoring Report Program to the FEIS/EIR. On April 3, 2006, the City Council adopted Resolution No. 06-43 approving an Addendum to the FEIS/EIR for the Disposal and Reuse of MCAS Tustin. Included in Resolution Nos. 00-90, 04-77, and 06-43 was a requirement for a Mitigation Monitoring and Reporting Program (MMRP) for the Disposal and Reuse of MCAS Tustin. The purpose of the MMRP is to report accomplishment of mitigation measures required by the FEIS/EIR. Mitigation measures and implementation measures identified in the FEIS/EIR, Final Supplement 91, and Addendum for the disposal and reuse of MCAS Tustin have been incorporated into a table. Each mitigation measure and implementation measure is listed separately on the table with appropriate space for monitoring the progress of the implementation of each measure. Implementation measures were also required where environmental impacts were less than significant, but supported the proposed development within the reuse plan area concurrent with demand. Implementation measures and mitigation measures are both discussed in this MMRP, and are equally enforceable. The following information is identified in the table: • The measures listed by environmental impact area in the same order as they are listed in the Final EIS/EIR, Final Supplement 91, and Addendum; • The timing of implementation of the mitigation or implementation measure; • The agency responsible for compliance; • The appropriate agency to enforce the mitigation measure or implementation measure; and • Status of the mitigation or implementation measure. The mitigation measures and implementation measures in the table are listed by environmental impact area in the same order as they are listed in the Final EIS/EIR, Final Supplement 91, and Addendum. WAS Tustin Specific Plan Page 2 2012 Annual Report MMRP Construction Activities: Residential/Commercial/Institutional Activities: • John Laing Homes — Tustin Field I (Harvard Avenue and Edinger Avenue): All 376 units are completed. • John Laing Homes — Tustin Field II (Harvard Avenue and Edinger Avenue): All 189 homes are completed. • Columbus Square/Columbus Grove: Approximately 1,540 permits have been issued between the two communities. 1,528 homes (units) have been approved for occupancy. The remaining community (Augusta) is currently in its last phase of construction. • South Orange County Community College District (SOCCCD): Phase I of the SOCCCD Advanced Technology Education Park (ATEP) has been completed and is currently offering classes. The Concept Plan for Phase 3A was approved by the City on July 26, 2010 authorizing up to 305,000 square feet of educational uses. Demolition of the majority of the former military structures is nearing completion; demolition of the balance of the site is anticipated to commence by Spring 2013. Development plans for future phases of the site have yet to be identified or submitted to the City. • Rancho Santiago Community College District: The Sheriff's training facility is complete; however, a portion of the property remains undeveloped. RSCCD has not identified any plans for development the remaining portion of the site. • Orange County Rescue Mission's Village of Hope (Lansdowne/Valencia): A 192 -bed transitional home for the homeless at Tustin Legacy to be operated by the Orange County Rescue Mission. Certificate of Occupancy for the transitional home has been issued. In November 2007, the Planning Commission approved an amendment to the Village of Hope Conditional Use Permit to allow for a medical/dental clinic to operate in conjunction with the transitional home. The construction for this medical/dental clinic is complete. • The District at Tustin Legacy/Vestar (Barranca Parkway and Jamboree Road): Construction of the 1 million square -foot Class A retail center is complete with the exception of certain adjacent infrastructure improvements. On October 21, 2010 the City and Vestar entered into a Fifth DDA amendment and Fifth Amendment to the Infrastructure and Payment Agreement deferring the construction of certain storm drain related infrastructure improvements within Barranca Parkway and Warner Avenue from June 15, 2010 until grading activities adjacent to the site occur, but in any event no later than June 15, 2012. Warner Avenue storm drain improvements were started in 2012 and are near final completion. • County of Orange Tustin Family Campus (15405 Lansdowne Road): The project involves a multi -treatment campus which includes four (4) stand-alone residential homes at 4,733 square feet each; three (3) two-story residential buildings, each 8,430 square feet; a 12,224 square foot, two-story campus service center; and a 1,000 square foot maintenance building for a total of 57,446 square feet of building area with a serving capacity of 90 beds for abused and neglected children and their parents and emancipated youth to be operated by the Orange County Social Services Agency. Construction was completed in 2009. MCAS Tustin Specific Plan Page 3 2012 Annual Report MMRP • Master Development Site: The City and the former Master Developer, Tustin Legacy Community Partners, LLC (TLCP), entered into a Disposition and Development Agreement (DDA) in April 2006 which was subsequently amended in March 2007 and in June 2007. The DDA identified the terms of development of an approximate 820 acre footprint at Tustin Legacy and the City's sale of the property to TLCP, which resulted in conveyance of the first of four phases of property from the City to TLCP in 2007; however, TLCP defaulted on its obligations per the DDA, and the DDA was terminated on July 6, 2010. As a consequence, title to the Phase 1 property was transferred back to the City on August 5, 2010. Prior to termination of the DDA, TLCP completed a majority of the site preparation activities, including building and runway removals, and a large amount of the mass grading activities. The City subsequently completed an updated development plan: the "Tustin Legacy Disposition Strategy for the Former Master Developer Footprint" as confirmed by the City Council on April 25, 2011. The Disposition strategy provides a framework for moving forward with completing the Tustin Legacy project pursuant to the Specific Plan with the city assuming a more limited Master Developer role by marketing smaller segment "Disposition Packages"(DPs) or parcel groupings based on market and infrastructure needs. Ten Disposition Packages (IA, IB, IC and 2 through 8) were originally created with the City reserving the ability to consolidate or otherwise refine over time as market needs evolve. In 2012 the City executed Disposition and Development Agreements for the first two Disposition Parcels IA -North and 2A with St. Anton Partners and the Irvine Company, respectively. Grading activities for both sites are anticipated to commence by summer 2013 resulting in the construction of 225 apartments on IA North and 533 apartments on 2A. The Irvine Company will also be responsible for constructing certain backbone infrastructure improvements, including the balance of Barranca Parkway from Tustin Ranch Road to west of Aston Street, and portions of Warner Avenue and Park Avenue west of Tustin Ranch Road. The City Council has entered into an Exclusive Agreement to Negotiate with Standard Pacific on Disposition Parcels IB and 6A for the development of approximately 375 homes. The City Council also approved an Exclusive Agreement to Negotiate with the Regency for a commercial development at site I C located at the southeast corner of Kensington and Edinger Avenue. The timeframe for the disposition of the remaining Disposition Parcels is currently unknown as the City continues discussions with potential developers on various areas of the Master Development Footprint. Infrastructure Activities Major Backbone Infrastructure includes roads and may also include street lighting, traffic control, dry and wet utilities, and other work required in accordance with Governmental Requirements and EIR/EIS requirements. • Armstrong Avenue (From Valencia to Warner)/Severyns Road: This project has been completed. MCAS Tustin Specific Plan Page 4 2012 Annual Report MMRP • Barranca Parkway — Tustin Ranch Road to Jamboree Road: Completion of Phase 1 is complete; however, construction of Phase 2 (roadway, channel, and storm drain improvements) have been deferred to no later than June 15, 2015 by execution of the 5th Amendments to the Infrastructure and Payment Agreement and the DDA between the City and Vestar to address the completion of Barranca Parkway improvements. The City of Irvine completed the Barranca Parkway segment from Red Hill Avenue to approximately 1, 000 feet west of Aston Street in 2012. • Edinger Avenue —Red Hill Avenue to Kensington Park Drive: This project has been completed. • Harvard Avenue — Barranca Parkway to just south of OCTA/SCRRA railroad: This project has been completed. • Lansdowne Road: This project has been completed. • Marble Mountain Road (renamed as "Sweet Shade" in the City of Irvine): This project has been completed. • Valencia Avenue —Red Hill Avenue to Kensington Park Drive: This project has been completed. • Kensington Park Drive: This project has been completed. • Park Avenue — Tustin Ranch Road to Jamboree Road Southbound Off -ramp: This project has been completed. The Irvine Company will be commencing with construction of Park Avenue from Tustin Ranch Road west to Legacy Road (local road to be completed by the Irvine Company) in conjunction with completion of the Disposition Parcel 2A project. • Warner Avenue — Tustin Ranch Road to east of Park Avenue: This project has been completed. The Irvine Company will be commencing with construction of Warner Avenue from Tustin Ranch Road west to Legacy Road (local road to be completed by the Irvine Company) in conjunction with completion of the Disposition Parcel 2A project. • Tustin Field I Bike -Trail on North side of Project: This project has been completed. • Tustin Ranch Road extension form Warner Avenue to Walnut Avenue: The City commenced with the two phased project in 2011; construction is anticipated to be completed as projected by fall 2013, including the Edinger Avenue bridge, Valencia Avenue (Kensington Park Drive to Tustin Ranch Road), Legacy Road (Tustin Ranch Road to Park Avenue), and Park Avenue (Warner Avenue to Legacy Road). • Tustin Ranch Road — Barranca Parkway to Warner Avenue: This project has been completed. Status of Mitigation: Attached to this report is a table which shows the status of implementation and mitigation measures listed in the MMRP. 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The Planning Commission of the City of Tustin does hereby resolve as follows: The Planning Commission finds and determines as follows: A. That the City of Tustin ("City") and the South Orange County Community College District ("SOCCCD") propose a General Plan Amendment (GPA) 2013-001 by adding a new local street (Bell Avenue) to service adjacent uses; MCAS Tustin Specific Plan Amendment (SPA) 2013-001 by incorporating text allowing private for-profit non -educational uses and increase allowable building square footages within the education village (Neighborhood A) of the MCAS Tustin Specific Plan and adding a new local street (Bell Avenue); and Development Agreement (DA) 2013-002 to facilitate the development, conveyance, and land exchange within the boundaries of the MCAS Tustin Specific Plan. B. That the project consists of an agreement between the South Orange County Community College District (SOCCCD or District) and the City of Tustin (City) which delineates the terms and processes associated with the exchange of the ultimate ownership of approximately 22 acres of land within the Tustin Legacy (Agreement for the Exchange of Real Property Between the City of Tustin and South Orange County Community College District). The objectives of the project are to rationalize property boundaries to create larger, contiguous land areas for the City and SOCCCD, provide for a broader range of land uses in support of the objectives of the MCAS Tustin Specific Plan, and enhance circulation in the Project area by improving east -west connectivity between the existing Red Hill and Armstrong Avenues. Resolution No. 4223 GPA 2013-001, SPA 2013-001, DA 2013-002 Page 2 C. That to facilitate the exchange, several entitlements and implementation documents is necessary. This includes a General Plan Amendment (GPA) to add the Bell Avenue extension to the City's circulation plan and correct preexisting inconsistencies with the MCAS Tustin Specific Plan; an amendment to the MCAS Tustin Specific Plan to modify the permitted land uses and land use intensities in parts of Neighborhood A and to construct an extension of Bell Avenue as a Secondary Arterial; and, a Development Agreement and Amended Conveyance Agreement between SOCCCD and the City (DA) and associated implementation documents. D. That a public hearing was duly called, noticed, and held on said application on April 23, 2013, by the Planning Commission. E. On January 16, 2001, the City of Tustin certified the Program Final Environmental Impact Statement/Environ mental Impact Report (FEIS/EIR) for the reuse and disposal of MCAS Tustin. On April 3, 2006, the City Council adopted Resolution No. 06-43 approving an Addendum to the FEIS/EIR. On December 6, 2004, the City Council adopted Resolution No. 04-76 approving a Supplement to the FEIS/EIR for the extension of Tustin Ranch Road between Walnut Avenue and the future alignment of Valencia North Loop Road. The FEIS/EIR along with its Addendum and Supplement is a program EIR under the California Environmental Quality Act (CEQA). The FEIS/EIR, Addendum and Supplement considered the potential environmental impacts associated with development on the former Marine Corps Air Station, Tustin. F. An Environmental Checklist has been prepared and concluded that these actions do not result in any new significant environmental impacts or a substantial increase in the severity of any previously identified significant impacts in the FEIS/EIR. Moreover, no new information of substantial importance has surfaced since certification of the FEIS/EIR. However, because some changes and additions were required to the FEIS/EIR, the City has prepared an Addendum to the FEIS/EIR. The Planning Commission will consider the Addendum along with the FEIS/EIR prior to making a recommendation to the City Council on the GPA 2013-001, SPA 2013-001 and DA 2013-002. G. That Section 65402(a) of Government Code provides that no real property shall be acquired, disposed of, no street vacated, and no public building or structure shall be constructed or authorized until the location, purpose, and extent of the acquisition, disposition, street vacation, and/or construction of public building or structure have been reported upon by the local planning agency as to the conformity with the applicable, adopted general plan. Resolution No, 4223 GPA 2013-001, SPA 2013-001, DA 2013-002 Page 3 K That Section 65402(a) of the Government Code authorizes the Planning Commission to determine whether the location, purpose, and extent of the acquisition, disposition, street vacation, and/or construction or authorization of public building is consistent with the General Plan. That the proposed acquisition, disposition, street vacation, and potentially the construction of public building in conjunction with the Agreement for the Exchange of Real Property Between the City of Tustin and the South Orange County Community College District is consistent with the General Plan in that J. That the addition of Bell Avenue extension to the City's General Plan Circulation Element and correction to preexisting inconsistencies with the MCAS Tustin Specific Plan are considered minor amendment and can be supported since the addition of Bell Avenue would improve the City's circulation system and would not have any significant negative impact. K. That SPA 2013-001 (Ordinance No. 1432) will be consistent with the Tustin General Plan, as amended by GPA 2013-001. That the proposed SPA 2013-001 will further the Land Use Element and Circulation Element goals and policies for the long-term growth, development, and revitalization of Tustin, including the MCAS Tustin Specific Plan area as follows: Land Use Element: 1. Achieve balanced development. 2. Ensure that compatible and complementary development occurs. 3. Improve city-wide urban design. 4. Promote economic expansion and diversification. 5. Implement a reuse plan for MCAS Tustin which maximizes the appeal of the site as a mixed-use, master -planned development. Circulation Element: 1. Provide a system of streets that meets the need of current and future inhabitants and facilitate the safe and efficient movement of people and goods throughout the City. 2. Develop and maintain circulation system that is based upon and is in balance with the Land Use Element of the General Plan 3. Increase the use of non -motorized modes of transportation L. That DA 2013-002 (Ordinance No. 1433) would reduce ambiguity and clarify ministerial project review requirements to avoid duplicative reviews between the City and the Division of the State Architect and simplifying development review procedures. DA 2013-002 includes items such as duration of the Agreement, permitted uses of the project site, intensity of uses of the project site, provision for reservation and/or dedication of land Resolution No. 4223 GPA 2013-001, SPA 2013-001, DA 2013-002 Page 4 for public purposes, infrastructure construction and payment agreement, phasing, etc. and comply Section 9611 of the Tustin City Code as follows: a. DA 2013-002 is consistent with the objectives, policies, and general land uses and programs specified in the General Plan and MCAS Tustin Specific Plan in that the project would further the goals and objectives of the education village by providing a variety of uses in support of education uses envisioned at the project site. b. With the approval of SPA 2013-001, DA 2013-002 will compatible with the uses authorized in the MCAS Tustin Specific Plan. c. DA 2013-002 is in conformity with the public necessity, public convenience, general welfare, and good land use practices in that the project site is designated for educational uses and proposed GPA 2013-001, SPA 2013-001, and DA 2013-002 would facilitate the public convenience, necessity and welfare by providing support and related uses to education campus. d. An environmental analysis has been conducted and determined that there will not be any detrimental effect to the health, safety, and welfare with the implementation of the DA 2013-002. In addition, the proposed development would comply with all applicable Federal, State, and Local rules and regulations. e. With the approval of the land exchange agreement and the associated implementation actions, DA 2013-002 will provide for an orderly development with larger and contiguous land areas for the City and the SOCCCD to support the education uses planned in the project area. f. DA 2013-002 will have a positive fiscal impact on the City in that the project is a partnership with the SOCCCD and construction costs for Bell Avenue extension and other implementation actions will be shared as stated in the Land Exchange Agreement and DA 2013-002. In addition, with the addition of private for-profit uses, the project would generate tax revenues that can be used to provide essential services to the community 11. The Planning Commission hereby recommends that the City Council approve General Plan Amendment 2013-001 attached hereto as Exhibit 1; adopt Ordinance No. 1432 approving Specific Plan Amendment 2013-001 attached hereto as Exhibit 2; and adopt Ordinance 1433 approving Development Agreement 2013-002 attached hereto as Exhibit 3. Resolution No. 4223 GPA 2013-001, SPA 2013-001, DA 2013-002 Page 5 PASSED AND ADOPTED by the Planning Commission of the City of Tustin at a regular meeting on the 23rd day of April, 2013. STEVE KOZAK Chairperson ELIZABETH A. BINSACK Planning Commission Secretary STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF TUSTIN 1, Elizabeth A. Binsack, the undersigned, hereby certify that I am the Planning Commission Secretary of the City of Tustin, California; that Resolution No. 4223 was duly passed and adopted at a regular meeting of the Tustin Planning Commission, held on the 23rd day of April, 2013. ELIZABETH A. BINSACK Planning Commission Secretary EM=# TABLE ILIJ-2 DEVELOPMENT INTENSITY/DENSITY STANDARDS MAXIMUM EFFECTIVE DWELLING DWELLING MAJOR UNITS PER UNITS PER LAND USE ACRE OR ACRE OR LAND USE DESIGNATION AND SUMMARY DESCRIPTION GROUPINGS MAXIMUM AVERAGE FLOOR AREA FLOOR AREA RATIO (a) RATIO (b) MCAS TUSTIN (d) (d) LOW DENSITY RESIDENTIAL - Low density detached and attached SPECIFIC PLAN dwellings at a maximum of 7 dwelling units per acre with an average of 3.25 persons per dwelling unit. MEDIUM DENSITY RESIDENTIAL - Medium density detached and attached dwellings at a maximum of 8-15 dwelling units per acre with an average of 2.73 persons per dwelling unit. MEDIUM-HIGH DENSITY RESIDENTIAL - medium-high density dwellings of 16-25 dwelling units per acre with an average of 2.12 persons per dwelling unit. TRANSITIONAL/ EMERGENCY HOUSING - Adaptive reuse of military dormitory type structures for emergency housing, single occupancy housing, or congregate care with an average of 32 persons per acre. COMMERCIAL AND BUSINESS - A variety of industrial, research and development, professional office, retail, commercial recreation, and specialized employment and merchandising uses at an average floor area ratio of .5:1 which can be increased under special circumstances. Residential uses are permitted at 16-25 dwelling units per acre with an average of 2.12 persons per dwelling unit. INSTITUTIONAL/ RECREATIONAL USES - A wide range of public and quasi -public uses including educational facilities, public and private schools, colleges, neighborhood, community and regional parks, child care centers, and governmental/ social service facilities. TRANSPORTATION --- --- TRANSPORTATION - Consists of major and primary arterial roadways and railroads. (a) Maximum allowable level of development standard for individual parcels of land. (b) Assumed overall standard level of development. Since the development which has occurred to date has not reached the maximum allowed level of density or intensity, future development is expected to be less than the maximum. Therefore, an effective level of density/ intensity is used when projecting total future dwelling units/ population for residential development and future square footage for non-residential development where floor area is used as a measurement of building intensity. (c) Maximum density in dwelling units per acre is prescribed by individual Planned Community documents. Effective dwelling units per acre for low, medium, and high density residential is 4.485, 11.834, and 17.39, respectively. (d) Maximum and effective dwelling units per acre and floor area ratio described in MCAS Tustin Specific Plan/Reuse Plan As aiiietided CITY OF TUSTIN LAND USE ELEMENT GENERAL PLAN 32 JUNE 17, 2008 However, individual planning areas and specific types of commercial business uses may be permitted to have a higher average floor area ratio. In addition, increased intensities may be permitted where development capacity is transferred from one area to another in accordance with the provisions of the Specific Plan, In addition, the floor area ratio may increase up to 2.0 on certain building sites as long as allotted square footage for a Planning Area is not exceeded, as defined in the Specific Plan. Residential density ranges of 15-25 dwelling units per acre may be permitted in certain commercial and business areas within the Specific Plan land use designation at a population density range of 34 to 53 persons per acre. o Institutional/Recreational User, which provide for a wide range of public and quasi -public uses distributed within the Specific Plan area would be permitted including educational facilities, public and private schools, colleges, neighborhood community and regional parks and support facilities, child care centers, and certain governmental/ social service facilities. Other uses (such as residential for purposes of housing persons related to an institutional use) which support institutional and recreational uses may be permitted. The- verge standard intensitJ of developmentuu uc Nvill be a floor ratio of .204 with higher average floor- area ratios edfor see4flF institutional/ recreational uses.Typical intensity of development for all institutional/recreational uses will be a floor area ratio of .38:1 to .59:1, subject to restrictions imposed by the Specific Plan. o Adequate right--of--way for major arterial roadway extensions are also accommodated in the MCAS Tustin Specific Plan designation. Major arterial roadways serving the MCAS Specific Plan include Jamboree Road, Red Hill Avenue, Barranca Parkway, Tustin Ranch Road, Warner Avenue, and Edinger Avenue. Tustin Ranch Road will need to be extended to Von Karman to connect Edinger Avenue to Barranca Parkway. Warner Avenue will need to be connected between Red Hill Avenue and Jamboree Road. Transportation Designation CITY OF TUSTIN LAND USE ELEMENT GENERAL PLAN 43 JUNE 17, 2008 TABLE C-5 ARTERIAL HIGHWAY PLAN Link Classification Link Classification Armstrong/so Loop Rd N Secondary Holt s/o 1711, Secondary Armstrong s/o Warner Secondary Holt s/o Irvine Blvd. Secondary Armstrong n/o Barranca Secondary Irvine w/o Yorba Major (A) Barranca e/o Red Hill Major Irvine w/o Prospect Major (A) Barranca w/o Von Karman Major Irvine e/o Prospect Major Barranca w/o Jamboree Major Irvine e/o Holt Major Irvine e/o Newport Major (M, A) Bell % Red Hill ticcou111iri/ Irvine w/o Red Hill Major (M, A) Irvine w/o Browning Major (M, A) Browning s/o Irvine Secondary Irvine w/o Tustin Ranch Major (A) Browning s/o Bryan Secondary Irvine e/o Tustin Ranch Major Browning n/o Nisson Secondary Irvine w/o Jamboree Major Browning s/o Nisson Secondary Jamboree n/o Tustin Ranch Rd. Major Bryan e/o Newport Secondary Jamboree s/o Tustin Ranch Road Major Bryan w/o Red Hill Secondary Jamboree s/o Portola Major Bryan w/o Browning Secondary Jamboree s/o Irvine Major (A) Bryan w/o Tustin Ranch Primary Jamboree s/o Bryan Major (A) Bryan w/o Myford Primary Jamboree s/o EI Camino Major (A) Bryan w/o Jamboree Primary Jamboree s/o Walnut Major Jamboree s/o Edinger Major Del Amo s/o Edinger Secondary Jamboree s/o Warner Major East Connector s/o Edinger Secondary Loop Rd e/o Red Hill Secondary Loop Rd N e/o Armstrong Secondary Edinger w/o Del Amo Major Loop Rd w/o Tustin Ranch Secondary Edinger w/o Red Hill Major Loop Rd N e/o Tustin Ranch Secondary Edinger e/o Red Hill Major Loop Rd s/o Warner Secondary Edinger w/o Tustin Ranch Major Loop Rd S e/o Tustin Ranch Secondary Edinger e/o Tustin Ranch Major Loop Rd S e/o Armstrong Secondary Edinger w/o Jamboree Major Edinger e/o Jamboree Major Main w/o El Camino Real Primary Main e/o El Camino Real Primary El Camino s/o 1st Collector Main e/o Prospect Secondary El Camino s/o Main Collector Main e/o Newport Primary El Camino e/o Newport Secondary Primary El Camino e/o Red Hill Secondary McFadden w/o Williams Primary El Camino e/o Browning Secondary McFadden e/o Williams El Camino e/o Tustin Ranch Secondary El Camino e/o Myford Primary McFadden w/o Walnut Primary McFadden w/o Newport Primary 1st w/o Yorba Primary 1st e/o Yorba Primary Myford s/o Irvine Secondary 11t w/o Prospect Primary Myford s/o Bryan Secondary 1st w/o Newport Primary Myford s/o El Camino Real Secondary Mydord n/o Walnut Secondary Harvard n/o ICD Secondary Harvard s/o ICD Primary Harvard n/o Warner Primary CITY OF TUSTIN CIRCULATION ELEMENT GENERAL PLAN 31 1UNE 17, 2008 AW JAW O a roomx 1. coni r ! j --- _�..aa:�;-- ,,,;�•�,•�•-,.:., � o o' is sJtrrn .+ n a c al4rA f •Q E' IMOGE Alk - • f jAy. A0g � 1 O •1' _ oo/'tvl I;' r • e � i -t lfat nl Sf `+ U1u! �lLP`\yC 'nasi - ,c.�,�JJ.acrnar5�•x� .n::��^i' �� - pc ''i�'� '�u eoorJ z,ST 1i0. s. i ��! wi,yyy-...'xetrrsrr_-.ex f / ;�.:' 'i l.c4'•', c � J +e C p, Doc++r t'e'. -,.� �•^, �.//u All a f ;;) I r�� u{ Eft.Acrn Tr•onZp<.riniiolt �- • y jY' �'a's `� Corridor nlignrnr-ni i:, dingrcunmokic only. S 1 Duct B`"��r(f'`�6 _9^ CJti�1• L.y o Q4 t t£ _ LEGEND i c rArz" Major (S Iines) % Major (6 hin, "c� �•o� ' ,F ¢moi If MM NINlified M; jor (G Lines) '.,/ ,•,, Lwo 9>11J Primary h! lanrs) �` �`` 4�+1 •+°i.' r—H un Modified 116mafy (4 lanes) \ ..,,.�..r. Secondary (4 or 2 lanes) 1 Augmented Fuadways 11% .I : rN NOR T- I nol to scale SOURCE: Austin -Foust Associates, Inc. City of Tustin GENERAL PLr N - Aprill8,2005 ____ iupdated March ze, zol3) osarrear• City Boundary •r• ! 1 ua Planning Arca Baurx)nry Cullecror (2 lana) Arielrial Flig.liwa : �.ii NORTH not to scalp SOURCE: Auslin-FoUs' An-sociales, inc. ®r.� m I MR "Ir ?t GENERAL KANT of February 22, 2005 (updated March 28, 2013) FigUCO C-5 k4a-ster Bikew. v Plan EXHIBIT 2 TO ATTACHMENT Ccs' Draft Ordinance No. 1432 and MCAS Tustin Specific plan Revised Pages ORDINANCE NO. 1432 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUS T IN, APPROVING SPECIFIC PLAN AMENDMENT (SPA) 2013001 BY INCORPORATING TEXT ALLOWING PRIVATE FOR-PROFIT NON -EDUCATIONAL USES, INCREASE ALLOWABLE BUILDING SQUARE FOOTAGES WITHIN THE EDUCATION VILLAGE (NEIGHBORHOOD A) OF THE MCAS TUSTIN SPECIFIC PLAN, AND ADDING A NEW LOCAL STREET (BELL AVENUE). The City Council of the City of Tustin does hereby ordain as follows: SECTION 1. The City Council finds and determines as follows: A. That the City of Tustin ("City") and the South Orange County Community College District ("SOCCCD") propose a General Plan Amendment (GPA) 2013001 by adding a new local street (Bell Avenue) to service adjacent uses; MCAS Tustin Specific Plan Amendment (SPA) 2013001 by incorporating text allowing private for- profit noneducational uses and increase allowable building square footages within the education village (Neighborhood A) of the MCAS Tustin Specific Plan and adding a new local street (Bell Avenue); and Development Agreement (DA) 2013002 to facilitate the development, conveyance, and land exchange within the boundaries of the MCAS Tustin Specific Plan. B. That the project consists of an agreement between the South Orange County Community College District (SOCCCD or District) and the City of Tustin (City) which delineates the terms and processes associated with the exchange of the ultimate ownership of approximately 22 acres of land within the Tustin Legacy (Agreement for the Exchange of Real Property Between the City of Tustin and South Orange County Community College District). The objectives of the project are to rationalize property boundaries to create larger, contiguous land areas for the City and SOCCCD, provide for a broader range of land uses in support of the objectives of the MCAS Tustin Specific Plan, and enhance circulation in the Project area by improving east -west connectivity between the existing Red Hill and Armstrong Avenues. C. That to facilitate the exchange, several entitlements and implementation documents is necessary. This includes a General Plan Amendment (GPA) to add the Bell Avenue extension to the City's circulation plan and correct preexisting inconsistencies with the MCAS Tustin Specific Plan; an amendment to the MCAS Tustin Specific Plan to modify the permitted land uses and land use intensities in parts of Neighborhood A and to construct an extension of Bell Avenue as a Secondary Arterial; and, a Development Agreement and Amended Ordinance No. 1432 SPA 2013-001 Page 2 Conveyance Agreement between SOCCCD and the City (DA) and associated implementation documents. D. That a public hearing was duly called, noticed, and held on said application on April 23, 2013, by the Planning Commission. E. On January 16, 2001, the City of Tustin certified the Program Final Environmental Impact Statement/Environmental Impact Report (FEIS/EIR) for the reuse and disposal of MCAS Tustin. On April 3, 2006, the City Council adopted Resolution No. 0643 approving an Addendum to the FEIS/EIR. On December 6, 2004, the City Council adopted Resolution No. 0476 approving a Supplement to the FEIS/EIR for the extension of Tustin Ranch Road between Walnut Avenue and the future alignment of Valencia North Loop Road. The FEIS/EIR along with its Addendum and Supplement is a program EIR under the California Environmental Quality Act (CEQA). The FEIS/EIR, Addendum and Supplement considered the potential environmental impacts associated with development on the former Marine Corps Air Station, Tustin. F. An Environmental Checklist has been prepared and concluded that these actions do not result in any new significant environmental impacts or a substantial increase in the severity of any previously identified significant impacts in the FEIS/EIR. Moreover, no new information of substantial importance has surfaced since certification of the FEIS/EIR. However, because some changes and additions were required to the FEIS/EIR, the City has prepared an Addendum to the FEIS/EIR. The Planning Commission will consider the Addendum along with the FEIS/EIR prior to making a recommendation to the City Council on the GPA 2013001, SPA 2013001 and DA 2013-002. G. That SPA 2013001 will be consistent with the Tustin General Plan, as amended by GPA 2013001. That the proposed SPA 2013001 will further the Land Use Element and Circulation Element goals and policies for the longterm growth, development, and revitalization of Tustin, including the MCAS Tustin Specific Plan area as follows: Land Use Element: 1. Achieve balanced development. 2. Ensure that compatible and complementary development occurs. 3. Improve citywide urban design. 4. Promote economic expansion and diversification. 5. Implement a reuse plan for MCAS Tustin which maximizes the appeal of the site as a mixed-use, master -planned development. Ordinance No. 1432 SPA 2013-001 Page 3 Circulation Element: 1. Provide a system of streets that meets the need of current and future inhabitants and facilitate the safe and efficient movement of people and goods throughout the City. 2. Develop and maintain circulation system that is based upon and is in balance with the hand Use Element of the General Plan 3. Increase the use of non -motorized modes of transportation SECTION 2. The MCAS Tustin Specific Plan is hereby amended to read as provided in Exhibit A (with strikeout indicating text to be deleted and underlined text indicating text to be added. All page numbering to be corrected at publishing). SECTION 3. Severability. If any section, subsection, sentence, clause, phrase, or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Tustin hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase, or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. PASSED AND ADOPTED, at a regular meeting of the City Council for the City of Tustin on this _ day of , 2013. ELWYN A. MURRAY Mayor JEFFREY C. PARKER City Clerk Ordinance No. 1432 SPA 2013-001 Page 4 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF TUS T IN ) ORDINANCE NO. 1432 JEFFREY C. PARKER, City Clerk and ex -officio Clerk of the City Council of the City of Tustin, California, does hereby certify that the whole number of the members of the City Council of the City of Tustin is 5; that the above and foregoing Ordinance No. 1432 was duly and regularly introduced at a regular meeting of the Tustin City Council, held on the _ day of , 2013 and was given its second reading, passed, and adopted at a regular meeting of the City Council held on the day of _, 2013 by the following vote: COUNCILMEMBER AYES: COUNCILMEMBER NOES: COUNCILMEMBER ABSTAINED: COUNCILMEMBER ABSENT: JEFFREY C. PARKER City Clerk Published: Chapter 3 o Lend Use zinc) nadolopmen i- au 5a , coo Wa- tion 5 TABLE 3-1 LAND USE PLAN STATISTICAL ANAL ISIS ORGANIZED BY LAND USE DESIGNATION Desi natiomlPlannArea in ACREAGE NON-RESIDENTIAL USES RESIDENTIAL USES Gross Net F.A.R. Total Floor Area (Sq. Ft. ''Z DUs Per Acre Total DU's'12 RESIDENT/AL Low Density (1-7 du/ac) Planning Area 4 54.21 71 304 Planning Area 21 127.1 11 N/A 1 141 793 Medium Density 8-15 du/ac Planning Area 5 51.7 41.4 N/A 15621 Planning Area 22 Elementary School K-8 Neighborhood Park 73.4 61.0 N/A 15 402 Medium -High Density 16-25 du/ac Planning Area 20 29.41 23.5 N/A 1 251 376 Transitional/EmergencyTransitional/Emergency Housing Planning Area 3 5.11 5.1 0.6 133,294 01 0' Residential Core Planning Area 15 Residential 172.7 159.8 N/A 1,214 Low Density 1-7 du/ac N/A 7 Medium Density (8-15 du/ac) N/A 15 Med-High Density (16-25 du/ac) N/A 25 Elementary School 10 10 N/A N/A N/A Parks and Open Space' 59 59 N/A N/A N/A Subtotal, Residential Core, PA 15 241.7 228.8 SUBTOTAL 582.6 518.2 N/A 133,294 N/A 3,710 COMMERCIAL/BUSINESS Commercial/Business Planning Area 9-12 See Allowed Uses 88.3 73.4 See Standards 1,267,324 0 Parks and Open Space 29 29 Subtotal, Planning Area 9-12 117.3 102.4 Planning Area 16 31.0 27.9 0.4 486,130 0 Planning Area 17 16.3 16.3 0.4 284,011 0 Commercial Planning Area 18 16.7 14.51 0.351 40,846 0 Planning Area 19 38.61 38.61 0.41 672,5661 011 Residential Core Planning Area 15 29.31 26.8 See Standards 1 466,637 N/A 1 0 Village Services Planning Area 7 20.7 19.0 See Standards 248,292 N/A 01 Community Core _ Planning Area 8, 13, 14 See Allowed Uses 202.8 154.0 See Standards 4,757,279 Park and Open Space' 72.0 72.0 High School 40.0 40.0 �- 25 891 N/A Subtotal, Community Core 314.8 266 4,757,279 8911 SUBTOTAL 584.7 511.5 N/A 8,223,085 N/A 891 INSTIT UTIONALIRECREA TIONAL Education Village al_ pianning Ar I e 1 Planning Area 1-B Educational Non -educational -related uses (i.e.,- Offices, Commercial, R&D, etc.) } "66 124 66.5 0.3 - r ; ;' , n,�51 1,087,970- 1,710,780a 0 0 WAS Tustin Specific Plan/Reuse Plan City of Tustin Page 3-6 Chapter 3 o U-nd Moo �nd Develop rrinant/ eme Regulaitiono - - TABLE 3-1 LAND USE PLAN STATISTICAL ANALYSIS ORGANIZED BY LAND USE DESIGNATION ACREAGE NON-RESIDENTIAL USE S1 RESIDENTIAL USES Total Floor DU's Total Designation/Planning Area Cross Net F.A.R. Area (Sq. Ft.)"2 Per Acre DU's1'2 Law Enforcement Training Animal Care Center Planning A fee 1 C ChildFen'.. !`are Shelter Planning Area I -D Child Care Center Educational Non -educational -related uses (i.e., Offices, Commercial, R&D, etc.) Planning Area 1-E Educational Non -educational -related uses (i.e., Offices, Commercial, R&D, etc.) Dl.,«.,'..,. A -pg 1 R £daeational Planning Area! !: OilleF Planning Area I -H Educational Non -educational -related uses (i.e., Offices, Commercial, R&D, etc.) Planning Area 1 1 Edifeational Law Efifereement Training Animal Cam Cente Planning Area I -K Educational Non -educational -related uses (i.e., Offices, Commercial, R&D, etc.) Planning Area 1-L Educational Non -educational -related uses (i.e., Offices, Commercial, R&D, etc.) Planning Area ]-A Elementary School 58.0 54.6 11.3 518,800 Planning Area 1-C Children's Care Shelter Planning Area 1-F Educational Planning Area 1-G Other Government Facilities Planning Area 1-I Educational Law Enforcement Training Non -educational -related uses (i.e., Offices, Commercial, R&D, etc) Animal Care Center Planning Area 14 Educational lCommunity Park 1 rlannmg Area / lg-ommumty rarK) i 24.11 24.1 I _ 0.11 __ 40,5311 01 _ _ _ Oil MCAS Tustin Specific Plan/Reuse Plan r City of Tustin Page 3-7 Chapter 3 o Uond) Mss and DaveloprnienV , a e R oo MDatlon s TABLE 3-1 - - - LAND USE PLANSTATISTICAL ANALYSIS ORGANIZED BYLAND USEDESIGNATION ACREAGE 'WON -RESIDENTIAL USES RESIDENTIAL USES Total Floor DUs Total Desi natiomlPlannit !g Area Gross Net F.A.R. Area (Sq. Ft. 1'2 Per Acre DU'st'Z Urban Region Park Planning Area 6 (Urban Regional Park) 84.51 84.51 0.161 574,9921 01 0 Right -of -Way Arterial Roadways 4-73.4 177.2 443-.4177.2 0 0 0 Drainage (Flood Control, Storm 28.5 28.5 0 0 0 Drains) SUBTOTAL 438.8 435.2 N/A',,", T 0 0 2,222,193- 2,845,1034 TOTALS: 1606.1 1,16 14 N/A 10� 4�3 0 4,601 1,468.5 10,578,572 - __ 11,201,482' 1. Residential dwelling units and non-residential ADTs may be transferred between Planning Areas provided that such transfer does not increase the total units allowable in overall Specific Plan, except for any density bonus granted. 2. Consistent with authorized uses within each neighborhood, exchanges of square footages between approved land uses in the Non -Residential Land Uselfrip Budget may be approved subject to review and approval of the total trip generation for a neighborhood. 3. Park acreage may be transferred between Planning Areas and/or Neighborhoods provided that such transfer does not increase the total units or square footages allowable in the overall Specific Plan, except for any density bonus granted. 34. F.A.R. and Total Floor Area square footage ranges reflect the maximum potential development dependent upon the mir of land uses and subject to the vehicle trips allocated to the subplanning areas pursuant to the Development Agreement and Amended And Restated Agreement between the City of Tustin and the South Orange County Community College District far Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus. City of Tustin WAS Tustin Specific Plan/Reuse Plan Page 3.8 Chapter 3 o L�nd Us a -f-ind DaVacOpmeFriV N ausa Regukg Munn 5 _ TABLE 3-2 LAND USE PLAN STATISTICAL ANALYSIS ORGANIZED BY NEIGHBORHOOD ACREAGE NON-RESIDENTIAL USES RESIDENTIAL USES Gross Net F.A.R.Total Floor Area (Sq. Ft.1'2 DD's Per Acre Total DU'sl,z Desi nation/Planniiz Area NEIGHBORHOOD A Planning Areas 1-B, I -D, 1-E, 1-N, I -K, I -L y 0.38 - 0.594'' '"�; 0 Planning Area 1-13 ,087,970- 1,087,970- 1,710,7804 1,710,7804 Educational 10.0 10.0 Non -educational -related uses (i.e., Offices, Commercial, R&D, etc.) Law Enforcement Training Animal Care Center Planning Planning Area 1-D Child Care Center Educational 2.4 2.4 Non -educational -related uses (i.e., Offices, Commercial, R&D. etc.) Planning Area 1-E Educational Non -educational -related uses 4-.94.5 (i.e., Offices, Commercial, R&D, etc.) Via} Planning Area 1 9 9the� 4" Planning Area I -H Educational Non -educational -related uses 56 s 36 6 (i.e., Offices, Commercial, R&D, etc.) Planning Area I -K Educational Non -educational -related uses (i.e., Offices, Commercial, R&D, etc.) Planning Area I -L Educational Non -educational -related uses 10.0 10.0 (i.e., Offices, Commercial, R&D, etc.) PlanningAreas ]-A, 1-C, I -F, I -G, 1-1, 1,1 58.0 54.4 0.3 518,800 Planning Area 1-A 10.0 10.0 Elementary School Planning Area 1-C 4.0 4.0 Children's Care Shelter Planning Area I -F 15.0 15.0 Educational Planning Area I -G 15.0 11.4 Other Government Facilities Planning Area 1-1 10.0 10.0 Educational Law Enforcement Training Office Animal Care Center airy or Tustin MCAS Tustin Specific Plan/Reuse Plan Page 3-12 Chapter 3 o U@nd Myo end GavaloprnanVR(ouso Rfl aguh�,@Uon 5 TABLE 3-2 LAND 11.4 F. PLAN,4TAT/,4T/i'�/ AI!!<I/V.QI.QiDRl:dIVi7Fn uyiy�rruunnunnn IV C,lUtltiVKtlVUll L ACREAGE NON-RESIDENTIAL USES RESIDENTIAL USES Cross Net F.A.R. Total Floor Area (Sq. Ft.) 1,2 DU's Per Acre Total DU's''Z Designation/PlanningArea Planningarea 1-J 4.0 4.0 SUBTOTAL FOR NEIGHBORHOOD C 84.5 84.5 N/A Educational N/A 0 NEIGHBORHOOD D - SUBTOTAL FOR PLANNING AREA 1 128-i 12-1.) 1 4.7 120.9 N/A ',"� �i 0 0 - See Allowed Uses 1,606,670- 154.0 See Standards 4,757,279 1-25 Park' 2,229,580' 72.0 Planning Area 2 (Community F--k)T 24.1 24.1 0.1 40,531 40.0 Planning Area 3 5.1 5.1 0.6 133,294 266.0 N/A SUBTOTAL FOR NEIGHBORHOOD -A 1-25 891 NEIGHBORHOOD E ' `off - Planning Areas 9-12 1,780,495- 157.5 153.7 153.9150.1 N/A 2,403,4054 0 0' NEIGHBORHOOD B - Planning Area 4 Park' 29.0 Low Density (1-7 du/ac) 54.2 43.4 SUBTOTAL FOR NEIGHBORHOOD E N/A 7 304 Planning Area 5 1,267,324 0 0 NEIGHBORHOOD F Medium Density (8-15 du/ac) 51.7 41.4 N/A 15 621 Planning Area 7 82.8 0.4 1,442,707 See Allowed Uses 20.7 19.0 See Standards 248,292 N/A SUBTOTAL FOR NEIGHBORHOOD BI 126.6 103.8 N/A 248,292 92511 IV C,lUtltiVKtlVUll L - Planning Area 6 84.5 84.5 - - 0.16 574,992 - SUBTOTAL FOR NEIGHBORHOOD C 84.5 84.5 N/A 574,992 N/A 0 NEIGHBORHOOD D - _ Planning Area 8, 13, 14 - - See Allowed Uses 202.8 154.0 See Standards 4,757,279 1-25 Park' 72.0 72.0 High School 40.0 40.0 SUBTOTAL FOR NEIGHBORHOOD D 314.8 266.0 N/A 4,757,279 1-25 891 NEIGHBORHOOD E - Planning Areas 9-12 See Allowed Uses 88.3 73.429 See Standards 1,267,324 Park' 29.0 SUBTOTAL FOR NEIGHBORHOOD E 117.3 102.4 See Standards 1,267,324 0 0 NEIGHBORHOOD F Planning Area 16, 17, 19 85.9 82.8 0.4 1,442,707 Planning Area 18 16.7 14.5 0.35 40,846 SUBTOTAL FOR NEIGHBORHOOD F 102.61 97.3 N/A 1 1,483,553 N/A 0 NEIGHBORHOOD G Planning Area 15 _ - Residential - See Allowed Uses 172.7 159.8 1,214 Low Density (1-7 du/ac) Medium Density (8-15 du/ac) Medium High Density (16-25 du/ac) Planning Area 15 School 10.0 10.0 Planning Area 15 See Allowed Uses 29.3 26.8 See Standards 466,637 Planning Area 15 Park 3 59.0 59.0 Planning Area 20 Residential - See Allowed Uses 29.4 23.5 376 Low Density (1-7 du/ac) Planning Area 21 - Tustin 127.1 115.0 793 Residential - See Allowed Uses Low Density (1-7 du/ac) . - SUBTOTAL FOR NEIGHBORHOOD G 427.5 394.1 -- N/A 466,637 -- N/A ----- 2,383 MCAS Tustin Specific Plan/Reuse Plan City of Tustin Page 3-13 Chapter o U@nd Us and DuavaIopmant/Rome ,agulz-fido�5 TABLE 3-2 - LAND USE PLANSTATISTICAL ANALYSIS ORGANIZED BYNEIGHBORHOOD ACREAGE NON-RESIDENTIAL USES RESIDENTIAL USES Cross Net F.A.R.Area Total Floor DUs Total Desi natiott/Plannin Area (Sq. Ft. t'Z Per Acre DU'st'Z NEIGHBORHOOD H Planning Area 22 73.4 61.0 Medium Density (8-15 du/ac) 15 402 Elementary School K-8 Neighborhood Park SUBTOTAL FOR NEIGHBORHOOD H 73.4 61.0 N/A N/A N/A 402 RIGHT-OF-WAY — Roadways 173 , 177.2 173 F 177.2 Drainage (Flood Control, Storm Drains) 28.5 28.5 SUBTOTAL FOR RIGHT-OF-WAY 201.9 205.7 204.9 205.7 N/A N/A 0 0 TOTALS: n,38 i�3 1,606.1 1464.94 'N/A 1,468.5 10,578,572 - N/A 4,601 11,201,3482' 1. Residential dwelling units and non-residential ADTs maybe transferred between Planning Areas provided that such transfer does not increase the total units allowable in overall Specific Plan, except for any density bonus granted. 2. Consistent with authorized uses within each neighborhood, exchanges of square footages between approved land uses in the Non -Residential Land Usefrrip Budget may be approved subject to review and approval of the total trip generation for a neighborhood. 3. Park acreage may be transferred between Planning Areas and/or Neighborhoods provided that such transfer does not increase the total units or square footages allowable in the overall Specific Plan, except for any density bonus granted. 4. F.A.R. and Total Floor Area square footage ranges reflect the maximum potential development dependent upon the mix of land uses and subject to the vehicle trips allocated to the subplanning areas pursuant to the Development Agreement and Amended And Restated Agreement between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus. 3.2.1 Land Use Boundaries Land use designation boundaries are generally as depicted on the Land Use Plan, Figure 2-1. The Planning Area boundaries are equivalent to the land use designation boundaries, and are shown in Figure 3-1. Adjustments in boundaries resulting from final road alignments or more precise surveys, or technical refinements will not require a Specific Plan Amendment. While precise boundaries and acreages will be determined when more definitive plans are submitted, the maximum development limits as shown in the Land Use Statistical Analysis (Table 3-1) shall apply, subject to transfer conditions between neighborhoods provided below in Sections 3.2.3 and 3.2.4. IZ2 it aAimum ®welling Units The maximum number of dwelling units in each Planning Area may not exceed the numbers as specified on the Land Use Statistical Analysis (Table 3-1). The calculation of residential density, as stated in dwelling units per acre, shall be based on gross acres for each project unless otherwise noted in specific planning area development standards. Gross acres is defined as total acres less arterial roadways. City of Tustin WAS Tustin Specific Plan/Reuse Plan Page 3-14 MZQ foo o \ �2I N N Q CL a N So La tryy • I W Sb3i o� o� U< ) P.— >_ > r_NCL N On d I � 3nv aWA W as 318oei r 3nv v3w »IW j (I ;AV r i \ 9 I i Z � a r� 0 U O N� F N I W N OL Q T w0 0 w pNo t Joy � fn > '• � Q m a .W > a Q r ►- p Q z a U 11F103t! T M W cr D LL Q a •mr fl co N N r N � a oQ. � _ " u� a om � m M 4 �= Z Z>. = Ow w v J i N crQ. J 0 w w r w�, ir ,- �i a _-- et1V Mi4Pni 0 CL • ■ Chapter 3 • Land Use and Development/Reuse Regulations 3.3 NEIGHBORHOOD A 3.3.1 Introduction Neighborhood A is composed of Planning Areas 1, 2, and 3, as shown on the Statistical Analysis (Table 3-2) and on the Land Use Planning Areas map (Figure 3-1). The Education Village (PA 1) is an educational environment consisting of a broad mix of public -serving, gfffrce, and other non-residential uses. The Education Village is comprised of subplanning areas 1-A through 1 -LI as shown on Figure 3-1. The Village is already well defined by virtue of having been the community support and administrative core of MCAS Tustin. it ; expeeted that many of the existing buildings in the Edueatio., "�,, will p ide reuse opportunities for- educational p . Included within PA 1-A is a 10 -acre elementary school site proposed for the northwesterly corner along Red Hill Avenue. The Education Village may also accommodate 10 acres of a Law Enforcement Training Center or use of the site by the South Orange County Community College District (PA 1- B), and a 4 -acre Children's Intermediate Care Shelter (PA 1-Q. The Education Village may ul l also include ^ child eare rteility (PA ' D) an educational use operated by the Rancho Santiago Community College District, and a City -owned site. Various office, research and development, and supporting commercial uses are permitted to complement educational uses in Neighborhood A. In addition, a more detailed description of these and public -benefit and other uses is contained in Section 2.3 and 2.4 of the Plan. The Community Park (PA 2) is located within the existing military recreational fields and facilities. It will contain sports fields and other community -level recreational opportunities to serve residents of the Specific Plan as well as residents to the north. The Transitional/ Emergency Housing site (PA 3) would anticipate reuse of two existing barracks (Building Numbers 553 and 554) and accompanying parking areas for an emergency homeless shelter or transitional housing for homeless persons. The regulations and guidelines have been developed in response to issues raised at both the Neighborhood and Planning Area levels. The issues involve preserving the village character through new development and the reuse of courtyards, common greens, and pedestrian paths; screening and landscape design along roadways; creation of view corridors to the northern blimp hangar (if retained); and trail linkages to adjacent neighborhoods. City of Tustin MCAS Tustin Specific Plan/Reuse Plan Page 3-18 Chapter 3 • Land Use and ®evelopmenJc Rauso 0 aguh@ fions 3.3.2 Planning Areas 1-A, 1-I3, 1-C, 1-®, 1-E, 1-F, 1-G, 1- H, 14, 19J, I -K and 1 -LI (Education Village) The purpose and intent of the Education Village designation is as described in Section 2.2.1, Land Use Designations. A. Permitted and Conditionally Permitted Uses The following uses shall be permitted by right where the symbol "P" occurs, or by conditional use permit where the symbol "C" occurs. • Animal care center (in PA 1-B or in PA 1-I as shown in P Figure 3-1 in the event that a land exchange occurs between County of Orange and SOCCCD and an Agreement is reached between the County and SOCCCD for County's future ownership of PA 1-I) • Children's intermediate care shelter (only in PA 1-C as P shown in Figure 3-1) • Churches or other religious institutions C • Government Facilities P • Law enforcement training facility (in PA 1-B or in PA 1-I P as shown in Figure 3-1 in the event that a land exchange occurs between the County of Orange and SOCCCD and an Agreement is reached between the County and SOCCCD for County's future ownership of PA 1-1) • Nursery school or child care center P • Public school, community college, educational campus or P other educationally oriented uses • Private school PE The following non -education -related uses are permitted or conditionally permitted only in Planning Areas I -D, 1-E, 1-H, 1-K, and 1-L. Such uses would be permitted in these planning areas only in the event an exchange of land occurs between the City of Tustin and SOCCCD. Such uses would be permitted in Planning Area I -B only in the event an exchange of land occurs between the County of Orange and SOCCCD and an agreement is reached between the County and SOCCCD for County's future ownership of PA I -I. Such uses would also be permitted in PA 1-I in the event an exchange of land does not occur between the County of Orange and SOCCCD and an agreement is not reached between the County and SOCCCD for County's fixture ownership of PA • Automobile research, design, and development P • Communications businesses P • Corporate headquarters/office P • Data storage, retrieval, send -receive operations P • Electronic equipment testing P City of Tustin WAS Tustin Specific PlaniReuse Plan Page 3-19 Chapter 3 o Land Use end Davalopment/'-3euso ReguO,-f-ions • Experimental/prototype assembly and testing facilities P PLANr • General offices P • Industrial/commercial incubator (flexible) buildings P AREA • Instructional/vocational school P • Live performance facility/amphitheater P • Medical/dental clinics P • Medical offices/healthcare centers P • Motion picture and recording studios P • Pharmaceutical products manufacturing/distribution P • Precision machine shop P • Professional offices P • Research and development facilities (including P laboratories, biotechnology, product development, and P manufacturing) • Science laboratories • Simulation development uses P • Software design uses P • Technology exchange/transfer service P • Other non -listed uses that further the purpose and intent P/C of the Education Village as determined by the Community Development Director B. Prohibited Uses The following non -educational related uses are prohibited in Planning Areas 1-B, I -D, I -E, I -H, 1-I, 1-K, 1-L • Residential/commercial mixed uses, live/work (loft/mezzanine) uses, unless associated with or support educational uses • Residential dwellings (except dormitory and student housing) • Shopping centers or commercial strip centers and retail uses over 15, 000 square feet in size • Hotels and motels • Grocery stores/ supermarkets, mini -markets or mini - marts, or similar food retail operations unless specifically ancillary to an educational use or as approved by the Community Development Director • Congregate care facilities • Health club (except for use by students, faculty and campus employees) • Live Entertainment/Entertainment uses, such as commercial motion picture theaters, unless associated City of Tustin MCAS Tustin Specific Plan/Reuse Plan Page 3-20 Chapter 3 . Land Use and DevelopmenVReuse Regulations with educational uses • Bingo parlors, bingo halls, casinos, or other gaming establishments conducting games of chance • Drive-through uses • Auto sales, leasing or repairs, and recreational vehicle (RV) sales, rentals or repairs • Second hand stores, thrift stores, pawn shops, or indoor or outdoor flea markets or farmer's markets, unless approved by the Community Development Department • Sexually oriented businesses as defined in Section 3911 of the Tustin City Code and subject to applicable law • Traveling carnivals or fairs, except as may be approved for promotional events under the Specific Plan or Tustin City Code • Uses listed in Tustin City Code Section 9270b • Jail Facilities C. Accessory Uses and Structures Accessory uses and structures are permitted when customarily associated with and subordinate to a permitted use on the same site and would include: • Guard houses, gates and other security facility structures • Laboratories and ef' ee f:,uvilit' used for- hasic. hasd applied researeh, testing and eonsulting • Maintenance facilities, structures, outdoor storage • Medical/dental elinies • Post office • Support commercial, office, retail service uses D. Unlisted Uses Those uses not specifically listed are subject to a determination by the Community Development Director as either permitted, permitted subject to a conditional use permit or prohibited consistent with the purpose of the land use designation of this Planning Area and the Specific Plan. Decisions of the Director are appealable to the Planning Commission. E. Site Development Standards Minimum lot area - no minimum requirement WAS Tustin Specific Plan/Reuse Plan City of Tustin Page 3-21 Chapter 3 e Land Use and Development/Reuse Regulations 2. Maximum building height - 100 feet (six stories) 3. Maximum floor area ratio - .30 FAR, except for .sub-pplanning Aareas 1-B, 1-D, 1-E, 1-H, 1-K and 1-L, which shall be .38 - .59 FAR 2, and PA 1-C which shall be .35 FAR 4. Minimum building setbacks a) Red Hill Avenue - 40 feet b) North Loop Road - 25 feet c) Warner Avenue - 20 feet d) Armstrong Avenue - 20 feet e) Lansdowne Drive (private) - 15 feet f) Minimum distance between buildings - 10 feet 5. Landscape setbacks' a) Red Hill Avenue - 30 feet b) North Loop Road - 30 feet c) Warner Avenue - 20 feet d) Armstrong Avenue - 20 feet 6. Landscaping a) Areas not devoted to buildings, parking areas, hardscape, roads and service areas, shall be landscaped. b) Compliance with the City of Tustin's Landscape and Irrigation Guidelines c) Compliance with the Landscape Design Guidelines as detailed in Section 2.17 of this Specific Plan 7. Bicycle and pedestrian circulation facilities shall provide connections within the Planning Area, to adjacent Planning Areas, and to citywide bicycle trails where applicable. 8. A corner triangular-shaped setback of 60 feet, measured from the intersection of the curb lines at North Loop Road and Armstrong Avenue shall be provided for a secondary community intersection treatment (see Section 2.17 for landscape guidelines). 9. A corner triangular-shaped setback of 60 feet, measured from the intersection of the curb lines at Warner Avenue and Armstrong Avenue shall be provided for a secondary community intersection treatment (see Section 2.17 for landscape guidelines). Landscape setbacks are measured from the back of the curb and are a combination of parkway, sidewalk, and planting areas. Building setbacks are measured from future rights-of-way. Non -conforming buildings and landscape setbacks will be permitted to remain where existing buildings are not in future rights-of-way. FAR range rejleaSs the nraximunt potential development dependent upon the mix of land uses and subject to the vehicle trips allocated to the subplanning areas pursuant to the Development Agreement and Amended And Restated Agreement between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus. City of Tustin WAS Tustin Specific Plan/Reuse Plan Page 3-22 Chapter 3 . Land Use and Development/Reuse Regulations 10. A portal intersection treatment shall be provided at Valencia and Red Hill Avenues, and Warner and Red Hill Avenues (see Section 2.17 for landscape guidelines). 11. Other General Development Regulations (refer to Section 3.11 as applicable) 12. Signage (refer to Section 3.12 as applicable) 13. Off-street parking (refer to Section 3.13 as applicable) 14. Development of an animal care center shall be subject to the following criteria: a) Location shall be 500 feet away from any residential use or residentially -zoned property b) Visual screening of outdoor storage and service areas shall be provided c) Noise control of animal containment areas shall be provided d) Site Plan and architectural design of buildings shall be subject to review pursuant to Section 4.2.4 e) Odor control shall be provided pursuant to General Development Regulations, Section 3.11 F. Special Development or Reuse Requirements 1. A concept plan approval shall be required for individual subplanning areas 1-A, 4--E3-1-C, 1—D,-1 E, 1K -and 1-1 prior to reuse or new development (refer to Section 4.2.2 of this Specific Plan). 2. Prior to any interim or permanent reuse of facilities or property on a parcel, or prior to any new development on a parcel, other than by the City of Tustin, those parties receiving or leasing property from the Department of Defense or Local Redevelopment Authority (LRA) within the Education Village shall be required to enter into an Agreement with the Local Redevelopment Authority. The purpose of the Agreement is to: 1) identify the planning goals of each of the agencies and the City or LRA for each site; 2) identify the scope and schedule for short-range improvements and long-range development plans for property; 3) establish a process that provides for meaningful consultation on development and operational issues of mutual concern; 4) identify roadway dedications, capital/infrastructure improvements, and environmental impact report mitigation that will be required for use and/or development of the agency receiving property; and 5) identify necessary procedures to implement the Agreement. 3. Existing structures to be reused shall be brought into conformance with applicable provisions of the Uniform Building Code as amended by the City, State of California MCAS Tustin Specific Plan/Reuse Plan City of Tustin Page 3-23 Chapter 3 o Land Use incl Davelopo r emt/Reuse Regulations t. a. e., St Title 24 Access Compliance (handicapped provisions), and requirements of the Americans with Disabilities Act (ADA). 4. Utility metering modifications and/or provision of independent utility services shall be committed to by agreement between the City of Tustin and those agencies receiving property in the Education Village, prior to use and occupancy of existing buildings and/or new development. Said agreement shall identify required capital/infrastructure improvements and environmental impact report mitigations. 5. Access to subplanning area 1-D shall be secured from recorded easements on adjacent private streets within the Education Village (subpplanning Aarea 1-H) in the event an exchange of land does not occur belireen the City of Tustin and SOCCCD. 6. The baseline mix of uses for subP-planning Aareas 4--1-B, 1-D, 1-E, I -H, 1-K and 1-L is 9.951 percent Education Village and 249 percent Office and other nonresidential uses. The baseline mix of uses for all other subplanning areas within Planning Area 1 .shall be 98 percent Education Village and 2 percent Commercial or other nonresidential uses;. The mix of uses .shall Nhich--wW be administered by the Non -Residential Land Use/Trip Budget procedure specified in Section 3.2.4. The purpose is to ensure that adequate circulation capacity is available to serve the proposed project. G. Development or Reuse Guidelines Existing buildings, open space areas, and other site improvements shall be aesthetically upgraded where needed through architectural and landscape improvements. Such improvements are intended to appear consistent in quality with other college campuses in the County, and may include, but are not limited to, the following: a) Upgraded facade treatments, including the use of plaster, brick, stone, and/or other approved materials b) Upgraded window types and treatments c) Upgraded entries, including doorways, covered walkways, decorative paving d) Upgraded roofing materials e) Updated color scheme for buildings f) Extensive planting of trees and shrubs throughout the site, including parking areas and common open space areas g) Improved landscape design along building perimeters and entries h) Addition of pedestrian amenities including benches, shade trees, trash receptacles, drinking fountains, and lighting City of Tustin MCAS Tustin Specific Plan/Reuse Plan Page 3-24 Chapter 3 • Land Use and Development/Reuse Regulations i) Addition of bicycle facilities including bike racks j) Creation of Education Village entryways through signage and landscape design k) Creation of signage program for building identification and directional signs 1) Enhanced lighting scheme for building entrances, common areas, paths, and parking areas 2. A safe, eenvenient, pedestrian aecess shall be provided across Tslerth Loop Road (eNtension of Valeneia Avenue) within the vuucuuvn -ag,r. 3. The formal Jltinu . Ctof buildings shall be --ti ""-d in the design ua siting of infill development. dso T X/ ST/N6 /SG�f �' 7'a . OLriNC h ?rim L v /C ir/ /LLQ! eSG /` 6fs6L�N 'Foa•r7.�G �x�s. 4�2. Buildings shall be clustered to create plazas, focal areas, and activity areas. -5-.3. Utilize the "Village Green" and other courtyards in the siting and orientation of buildings to provide focal areas and enhance pedestrian activity. 64. Existing groves and linear stands of trees (i.e., California Peppers, sycamores, jacarandas) shall be taken into consideration when site planning for new development and roadways. If it is not possible to preserve these existing groves or stands of trees, a landscaping definition along public roads and within the Planning Area shall be created. �.5. Perimeter parking around buildings designed as smaller parking "rooms" shall be provided where feasible to facilitate pedestrian access and retain existing campus style building configuration. MCAS l ustin Specific Plan/Reuse Plan City of Tustin Page 3-25 Chapter 3 . Land Use and Development/Reuse Regulations R6. Demolition of structures shall be considered or undertaken under the following conditions: 1) where information determines the need for demolition to eliminate public health and safety risks, 2) to improve the appearance of the Planning Area, 3) to accommodate the completion of major roadway improvements, and 4) to properly implement the land use intended for this Planning Area. A summary of the key design guidelines for the Education Village is provided in Figure 3-3, located at the end of Section 3.3. City of Tustin WAS Tustin Specific Plan/Reuse Plan Page 3-26 Chapter 3 • Land Use and Development/Reuse Regulations TABLE 3-6 NON-RESIDENTIAL OFF-STREET PARKING REQUIREMENTS Parking Spaces per Square Foot Use Type of Gross Floor Area Offices a. General and administrative 1 space/250 square feet of gross floor area b. Medical clinics or offices; dental 6 spaces/1,000 square feet of gross floor area clinics or offices c. Professional, other than medical 1 space/250 square feet of gross floor area or dental d. Veterinary hospitals and clinics 1 space/180 square feet of gross floor area Other light industrial uses 1 space/500 square feet of gross floor area Public utility facilities including, but 1 space/every 2 employees in the largest shift, plus 1 for each such not limited to, electric, gas, water, use regardless of building space or number of employees telephone and telegraph facilities not having business offices on the property Research and development 1 space/250 square feet of gross floor area for all office use and 1 space/500 square feet of gross floor area for manufacture or assembly (but not less than 2 spaces/ 3 employees on maximum shift) Restaurants, including fast food 1 space/100 square feet, plus minimum 7 car stacking space for drive-thru Retail stores, general, except as 1 space/200 square feet of gross floor area otherwise specified herein Retail stores, furniture and appliances 1 space/500 square feet of gross floor area Savings and loan offices, other 1 space/250 square feet of gross floor area financial institutions Schools a. Elementary and middle schools 2 spaces/classroom b. Colleges, universities and 1 space/every 3 students, plus 1 space/every 2 members of the institutions of higher learning, faculty and employees or alternative parking requirements parochial and private pursuant to a parking study prepared by a professional engineer c. Senior high schools, public, 1 space/every member of the faculty and each employee, plus 1 for parochial and private every 6 students regularly enrolled d. Trade schools, business colleges 1 space/every 3 student capacity of each classroom plus 1 for each and commercial schools faculty member or employee Service businesses, general, unless 1 space/250 square feet of gross floor area otherwise specified herein Skating rinks, ice or roller 1 space/ 100 square feet of gross floor area, plus the spaces for additional uses Storage yards in connection with 6 spaces which shall be separated from the enclosed storage area contractor's business WAS Tustin Specific Plan/Reuse Plan City of Tustin Page 3-161 Chapter 4 • Specific Plan Administration 4.2 DEVELOPMENT PROCESSING The following processing procedures shall be followed for development and reuse within the Specific Plan. 4.2.1 Subdivisions All divisions of land shall be processed in accordance with the Tustin City Code or the Irvine City Code, as applicable regarding subdivision and parcelization of land, and the state Subdivision Map Act. Three types of subdivisions may occur within the Specific Plan area: 1. Conveyance Map: ("Sector A map") A map that subdivides the property for conveyance or financing purposes only and will not of itself be a grant of vesting or development rights. 2. Master Map: ("Sector B -map") A subdivision map that divides a larger parcel into additional parcels (development units) and that will facilitate conveyance of property by a master developer or other subdivider to vertical merchant builders or other parties. 3. Builder Map: ("Sector C -map") A subdivision map that divides a parcel (development unit) into additional parcels. 4.2.2 Concept Plans A. Purpose and Application City of Tustin A concept plan shall be prepared and submitted or updated for Zoning Administrator approval concurrent with the submission of a new development proposal, reuse project, or Sector B level map. A concept plan is required for each individual Planning Area, except Planning Area 2 (Community Park), and for the following subplanning areas: PA 1-A, ^moi -o; PA 1-C, PA 1 rand PA 1-1-, regardless of whether subdivision approvals are being requested or required. Concept Plans may be processed concurrently with a Sector B map or with a site plan and design review where a Sector B map is not necessary, as addressed in Section 4.2.1. The purpose of the concept plan is to document and insure that: MCAS Tustin Specific Plan/Reuse Plan City of Tustin Page 4-3 Chapter 4 o Specific P] -an A drninlobr�luon — TABLE 4-2 PHASING PLAN RE UIREMENTS Facili General Sco a General Tri erin Mechanism Parks 1) Regional park; 1) Site can be used upon transfer to County; Harvard Avenue 2) Community park (24 acre); improvements will occur per agreement Edinger Avenue 3) Community Park (46 acre), neighborhood with City of Tustin; West of Jamboree Road parks and private parks; 2) Site can be used upon transfer to City; Red Hill Avenue 4) Neighborhood park in Irvine. upgrading will occur upon receipt of North of Valencia Avenue adequate funding including park Tustin Ranch Road (including interchange) development fees; Barranca Parkway 3) When adequate park development fees are Warner Avenue received, subject to development North Loop Road conditions, development agreements and Harvard Avenue funding availability as applicable; Edinger Avenue 4) When adequate funding has been secured Warner Avenue from assessment district funding; tax - Jamboree Road increment or developer -negotiation. In addition to applicable sections of this Phasing Plan, the provisions of the joint Final EIS/EIR will a I . 4.4.4 Circulation Improvements Circulation improvements associated with the project are specifically identified in the joint EIS/EIR. On-site circulation improvements within the Project area are generally summarized in Table 4-3. TABLE 4-3 ON-SITE ARTERIAL CIRCULATION IMPROVEMENTS Road Limits From To Classification Barranca Parkway Peters Canyon Channel Harvard Avenue Major Arterial Edinger Avenue East of Red Hill Avenue West of Jamboree Road Ma or Arterial Red Hill Avenue Barranca Parkway North of Valencia Avenue Major Arterial Tustin Ranch Road (including interchange) Edinger Avenue Barranca Parkway Major Arterial Warner Avenue Red Hill Avenue North Loop Road Major Arterial Harvard Avenue Barranca Parkway Edinger Avenue Primary Arterial Warner Avenue North Loop Road Jamboree Road Primary Arterial A Street South Loop Road Tustin Ranch Road Secondary Arterial Armstrong Avenue North Loop Road Barranca Parkway Secondary Arterial Carne ie Avenue Red Hill Avenue Armstrong Avenue Secondary Arterial East Connector Edinger Avenue North Loop Road Secondary Arterial Harvard Avenue South of OCTA/SCRRA Railroad Edinger Avenue Secondary Arterial ' Legacy Road Warner Avenue North Loop Road Secondary Arterial North Loop Road Valencia Avenue Warner Avenue Secondary Arterial Park Avenue' South Loop Road Tustin Ranch Road Secondary Arterial South Loop Road Tustin Ranch Road Warner Avenue Secondary Arterial South Loop Road Park Avenue Armstrong Avenue Secondary Arterial West Connector Edinger Avenue North Loop Road SecondaryArterial Bell Avenue Red Hill Avenue Arnlstron Avenue Secondarv,trterial Aston Street Carnegie Avenue Barranca Parkway Local Collector Street Moffett Drive North Loop Road Harvard AvenueLocal Collector Street Sweet Shade Harvard Avenue - _ Local Collector Street City of I ustin MCAS Tustin Specific Plan/Reuse Plan Page 4-14 Chapter 4 • Specific Plan Administration TABLE 4-3 ON-SITE ARTERIAL CIRCULA TION IMPRO VEMENTS Limits Road From To Classification Landsdowne Road North Loop Road - - Local Street Sever ns Road North Loop Road - Local Street 1 New Improvement Requirements for off-site circulation improvements are discussed in the joint EIS/EIR. They generally consist of partial improvements to existing roadways and intersections. Improvement costs for most of them are proportionately shared with other projects. The fair share approach attempts to define a nexus between the improvement and ultimate facility user. Off-site improvements will be funded by the project and may be potentially supported by other funding mechanisms including, but are not limited to: in lieu gas taxes; Measure M funds; funds from the cities of Tustin, Irvine, and Santa Ana and the County of Orange; developer contributions; assessment district funding; or other similar financing mechanisms. Additional outside sources such as state or federal fonds may also be used. As shown in Table 4-4, ADT Development Thresholds, average daily traffic (ADT) volume thresholds have been defined for each phase of development. These volumes establish the level of development for which certificates of occupancy or building permits can be released or issued. Once the cumulative total ADT is reached, circulation improvements must be initiated to allow subsequent development unless noted otherwise in this section. TABLE 4-4 ON-SITE ADT DEVELOPMENT THRESHOLDS ADT Added Cumulative Roads Added' Armstrong Avenue — North Loop Road to Warner Avenue Barranca Parkway — Peters Canyon Channel to Harvard Avenue Edinger Avenue — along project frontage between Red Hill Avenue and Jamboree Road (completed) Harvard Avenue — Barranca Parkway to just south of OCTA/SCRRA 27,000 (27,000) railroad Landsdowne Road Marble Mountain Road (completed as "Sweet Shade" North Loop Road — Red Hill Avenue to West Connector Red Hill Avenue — Barranca Parkway to just north of Valencia Avenue Sever ns Road West Connector WAS lustin Specific Plan/Reuse Plan City of Tustin Page 4-95 Chapter 4 • Specific Plan Administration TABLE 4-4 ON-SITE ADT DEVELOPMENT THRESHOLDS ADT Added Cumulative Roads Added' 82,800 (109,800) East Connector Moffett Drive North Loop Road — West Connector to Moffett Drive Red Hill Avenue/Carnegie Avenue Intersection (East Leg to Linear Park) South Loop Road — Warner Avenue to Tustin Ranch Road Tustin Ranch Road — Edinger Avenue to Barranca Parkwa Warner Avenue — Red Hill Avenue to Jamboree Road 26,900 (136,700) A Street — South Loop Road to Tustin Ranch Road Armstrong Avenue — Warner Avenue to Barranca Parkway Carnegie Avenue — Linear Park to Armstrong Avenue becoming South Loop Road Le ac Road — North Loop Road to Tustin Ranch Road North Loop Road — Moffett Drive to Warner Avenue Park Avenue — South Loop Road to Tustin Ranch Road South Loop Road — Armstrong Avenue to Tustin Ranch Road via Park Avenue'' 39,500 (176,200) Legacy Road — Warner Avenue to Tustin Ranch Road 40,200 (216,400) Aston Street — Carnegie Avenue to Barranca Parkwa /0.000 (2-16, /00) Bell.lvenue —Rerl HillAvenue todrmstrongAvenue- Roadway shall be constructed prior to the issuance of certificates of occupancy for this phase. 2 Changes to original FEIS/EIR. There are certain planning areas that can be released without the need to initiate significant on-site or off-site Specific Plan infrastructure improvements as noted above and in the Joint EIS/EIR. However, these areas shall still bear a proportionate share of roadway infrastructure costs within the Plan and off-site. There areas are as follows: ■ The Medium -High Density Residential (MHDR) Land Use area located at the northeast corner of Edinger Avenue and Jamboree Road. ■ The residential area located between Peters Canyon Channel and Harvard Avenue north of Moffett Avenue. ■ The Elementary School (ES) and the Neighborhood Park (NP) sites located at the northwest corner of Barranca Parkway and Harvard Avenue. ■ The residential areas located between Peters Canyon Channel and Harvard Avenue south of Moffett Avenue. In addition to exemptions to the cumulative ADT thresholds shown in the previous table, interim uses and leases which do not result in greater ADT City of Tustin WAS Tustin Specific Plan/Reuse Plan Page 4-16 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF TUSTIN, APPROVING DEVELOPMENT AGREEMENT (DA) 2013-002 BETWEEN THE CITY OF TUSTIN AND THE SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT TO FACILITATE THE DEVELOPMENT, CONVEYANCE, AND LAND EXCHANGE WITHIN THE BOUNDARIES OF THE MCAS TUSTIN SPECIFIC PLAN The City Council of the City of Tustin does hereby ordain as follows: SECTION 1. The City Council finds and determines as follows: A. That the City of Tustin ("City") and the South Orange County Community College District ("SOCCCD") propose a General Plan Amendment (GPA) 2013-001 by adding a new local street (Bell Avenue) to service adjacent uses; MCAS Tustin Specific Plan Amendment (SPA) 2013-001 by incorporating text allowing private for- profit non -educational uses and increase allowable building square footages within the education village (Neighborhood A) of the MCAS Tustin Specific Plan and adding a new local street (Bell Avenue); and Development Agreement (DA) 2013-002 to facilitate the development, conveyance, and land exchange within the boundaries of the MCAS Tustin Specific Plan. B. That the project consists of an agreement between the South Orange County Community College District (SOCCCD or District) and the City of Tustin (City) which delineates the terms and processes associated with the exchange of the ultimate ownership of approximately 22 acres of land within the Tustin Legacy (Agreement for the Exchange of Real Property Between the City of Tustin and South Orange County Community College District). The objectives of the project are to rationalize property boundaries to create larger, contiguous land areas for the City and SOCCCD, provide for a broader range of land uses in support of the objectives of the MCAS Tustin Specific Plan, and enhance circulation in the Project area by improving east -west connectivity between the existing Red Hill and Armstrong Avenues. C. That to facilitate the exchange, several entitlements and implementation documents is necessary. This includes a General Plan Amendment (GPA) to add the Bell Avenue extension to the City's circulation plan and correct preexisting inconsistencies with the MCAS Tustin Specific Plan; an amendment to the MCAS Tustin Specific Plan to modify the permitted land uses and land use intensities in parts of Neighborhood A and to construct an extension of Bell Avenue as a Secondary Arterial; and, a Development Agreement and Amended Ordinance No. 1433 DA 2013-002 Page 2 Conveyance Agreement between SOCCCD and the City (DA) and associated implementation documents. D. That the proposed Development Agreement will ensure the implementation of the MCAS Tustin Specific Plan, eliminate uncertainty in planning, provide for the orderly development of the SOCCCD Property, eliminate uncertainty about the validity of the application of the rules and regulations in the MCAS Tustin Specific Plan to the SOCCCD Property and SOCCCD, allow installation of necessary or desirable improvements, provide for public services appropriate to the development and use of the SOCCCD Property, and secure orderly fiscal benefits for public infrastructure and generally serve the public interest within City and the surrounding region. E. That a public hearing was duly called, noticed, and held on said application on April 23, 2013, by the Planning Commission. The Planning Commission adopted Resolution No. 4223 recommending that the City Council adopt Ordinance No. 1433. F. That a public hearing was duly called, noticed, and held on said application on May 13, 2013, by the City Council. G. On January 16, 2001, the City of Tustin certified the Program Final Environmental Impact Statement/Environ mental Impact Report (FEIS/EIR) for the reuse and disposal of MCAS Tustin. On April 3, 2006, the City Council adopted Resolution No. 06-43 approving an Addendum to the FEIS/EIR. On December 6, 2004, the City Council adopted Resolution No. 04-76 approving a Supplement to the FEIS/EIR for the extension of Tustin Ranch Road between Walnut Avenue and the future alignment of Valencia North Loop Road. The FEIS/EIR along with its Addendum and Supplement is a program EIR under the California Environmental Quality Act (CEQA). The FEIS/EIR, Addendum and Supplement considered the potential environmental impacts associated with development on the former Marine Corps Air Station, Tustin. H. An Environmental Checklist has been prepared and concluded that these actions do not result in any new significant environmental impacts or a substantial increase in the severity of any previously identified significant impacts in the FEIS/EIR. Moreover, no new information of substantial importance has surfaced since certification of the FEIS/EIR. However, because some changes and additions were required to the FEIS/EIR, the City has prepared an Addendum to the FEIS/EIR. The Planning Commission will consider the Addendum along with the FEIS/EIR prior to making a recommendation to the City Council on the GPA 2013-001, SPA 2013-001 and DA 2013-002. Ordinance No. 1433 DA 2013-002 Page 3 That DA 2013-002 would reduce ambiguity and clarify ministerial project review requirements to avoid duplicative reviews between the City and the Division of the State Architect and simplifying development review procedures. DA 2013-002 includes items such as duration of the Agreement, permitted uses of the project site, intensity of uses of the project site, provision for reservation and/or dedication of land for public purposes, infrastructure construction and payment agreement, phasing, etc. and comply Section 9611 of the Tustin City Code as follows: a. DA 2013-002 is consistent with the objectives, policies, and general land uses and programs specified in the General Plan and MCAS Tustin Specific Plan in that the project would further the goals and objectives of the education village by providing a variety of uses in support of education uses envisioned at the project site. b. With the approval of SPA 2013-001, DA 2013-002 will compatible with the uses authorized in the MCAS Tustin Specific Plan. c. DA 2013-002 is in conformity with the public necessity, public convenience, general welfare, and good land use practices in that the project site is designated for educational uses and proposed GPA 2013-001, SPA 2013-001, and DA 2013-002 would facilitate the public convenience, necessity and welfare by providing support and related uses to education campus. d. An environmental analysis has been conducted and determined that there will not be any detrimental effect to the health, safety, and welfare with the implementation of the DA 2013-002. In addition, the proposed development would comply with all applicable Federal, State, and Local rules and regulations. e. With the approval of the land exchange agreement and the associated implementation actions, DA 2013-002 will provide for an orderly development with larger and contiguous land areas for the City and the SOCCCD to support the education uses planned in the project area. f. DA 2013-002 will have a positive fiscal impact on the City in that the project is a partnership with the SOCCCD and construction costs for Bell Avenue extension and other implementation actions will be shared as stated in the Land Exchange Agreement and DA 2013- 002. In addition, with the addition of private for-profit uses, the project would generate tax revenues that can be used to provide essential services to the community SECTION 2. The City Council hereby approves Development Agreement 2013-002 attached hereto as Exhibit A and subject to final approval of the City Attorney. SECTION 3. Severability. If any section, subsection, sentence, clause, phrase, or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, Ordinance No. 1433 DA 2013-002 Page 4 such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Tustin hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase, or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. PASSED AND ADOPTED, at a regular meeting of the City Council for the City of Tustin on this day of _, 2013. ELWYN A. MURRAY Mayor JEFFREY C. PARKER City Clerk STATE OF CALIFORNIA ) COUNTY OF ORANGE ss. CITY OF TUSTIN JEFFREY C. PARKER, City Clerk and ex -officio Clerk of the City Council of the City of Tustin, California, does hereby certify that the whole number of the members of the City Council of the City of Tustin is 5; that the above and foregoing Ordinance No. 1433 was duly and regularly introduced at a regular meeting of the Tustin City Council, held on the day of _, 2013 and was given its second reading, passed, and adopted at a regular meeting of the City Council held on the day of _, 2013 by the following vote: City Clerk Published: RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City Manager The City of Tustin 300 Centennial Way Tustin, California 92780 DEVELOPMENT AGREEMENT AND AMENDED AND RESTATED AGREEMENT between THE CITY OF TUSTIN and DRAFT DATED 4/10/13 THE SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT for CONVEYANCE OF A PORTION OF MCAS TUSTIN and THE ESTABLISHMENT OF AN ADVANCED TECHNOLOGY EDUCATIONAL CAMPUS 5 704-44061 1 126698,14 W ��NLE OF CONTENTS L SUBJECT AND PURPOSE OF THIS DEVELOPMENT AGREEMENT~ ' APPLICABLE RE��0��E[���T8 � ^^`^'''~`'^^`~~~'^'^^~-~`^^^`~~^^^'^^^'~^^^~^^^._~~.....,.....~1 1.1 Background for this Development Aarecmco1------------------| 12 Definitions, /\itachmcnka—...... .......... ---- ...... --....... ... ...... ........ -----5 1.3 Purposes ofThis Development -------------------'h 14 Effective [)utc... .......... ............... ........... -------------------'6 1.5 Federal Requirements Applicable ioTustin Legacy ....... ---........ ---......... 7 1.6 Local Requirements .......... ....... --........................... ........... _............................ %. DEVELOPMENT AGREEMENT ................................................................................. 8 2l � �0�CCD Property, .......................................................... ...... ................. ----�8 2.2 Vested =,-o-----------------------------------8 2.3 Right to Develop on Effective [)o(e.................. .............. .................................. 9 2.4 Timing ofDevelopment ................................ ...... ................. ........ .................. o 2.5 Vesting Tentative Map ........................ ......... ................... ---...... ................... 9 2.6 S()CCC[)Oversight ............................................................................................... 9 2.7 Rules, Regulations, and Official Policies ............................................................ lO 2.8 Annual Review ---------------------------------'li 2.9 Section 2Defaults and Rcmodkem------------------------ lZ 3^ DEED RESTRICTIONS /COVENAN[TS RUNNING WITH THE LAND......-... 15 3.1 Binding Effect ...................................................................................................... l5 3.2 Covenants .................................................................................................... ... --l5 4^ DEVELOPMENT AND REUSE .................................................................................. l5 4.1 Development General Requirements ----------------------.l5 4.� Major Improvements ........... ........................................... ................................... 15 4� Development u/yrxoot/+pprovnm----------------------------' 16 44 � {�[0A _,,_.................................. ---- ... ...... _........... _............... ................ ... 17 4.5 Courtesy Review ............ ............... .............. ........ ---............ ...... ...... .... ' 17 46 Development [oordiuutioo—................... .................... ....... —......................... � 18 4.7 Existing Uubitmh}cStruc\orco-------------------------- 18 5~ LAND USES; TRIPS ..................................................................................................... 10 � 5l 0ao -------------------------------- /8 5.2 Permitted Leases ............................................................... ........ —..................... 20 5] Trips ............................................ ........................................................................ 20 5.4 Dedications o[NoEffect ................................. ............................... ................... 20 h. UTILITIES AND INFRASl[R0CT0RE......,,..--.....^..^.-...~.-^^...^.^...,-...... 20 b.| Backbone Infrastructure Program ------------------------Z0 62 Other Entities' Tustin Legacy Backbone Infrastructure Program ................ ...... 22 k3 Rmrzooioi Improvements ....................... ............ ......................... ......... ........ 22 � b4 L�iU1�� -------------------------------------'2Z -/- /76* -44062 1/26698,14 TABLE OF CONTENTS -ii- 5 5764-44062)/126698.14 0.1 As Is, Where Is, With All Faults Z3 82 ... ...... ..... ..... ......... ............................. Environmental Mitigation ............ ............................ ........ ................................. ....... Z3 8] Adequacyn[the C[()/\Document -------------....... ......... ---'24 9, TRANSFER AND CONVEYANCE............................................................................. 24 9.1 Initial and ou"^c�ucu/C1oso� n-------------------------------------------.24� 9.2 Eaccovbuxiructiouo ------ --- -----24 93 Founsof[ity-S][CCDCoovcyun--------------.......... -24 � 94 0ndc�bn0tcd `- .................... .................... ...... .......... .... ....... ...... ................. 25 9.5 Surveys and Title Insurance, ............................ ........ ........... ........ .............. ...... 25 10. ESCROW CLOSING .''``.....``.~.^..`.....`~.-......`.......~..``............`...~...-..`.-......~........25 |CilJ�n ,^pyucuv'-� ----------------------------------..Z5 102 City Document Deliveries ........... ....................... ...... ..... ...................... ...... .... 25 10] S()CCC[}Document Deliveries ------------------------'26 10.4 Procedures for Conveyance o[SUCCCD Property from City toS0[CCD ....... 26 10.5 Amendment ntPrior Instruments ......................................................................... 27 Ut, COVENANTS AND RESTRICTIONS ........................................................................ 27 � 11.1 �bink:uanccLbv�ouot ----------------'-------------27 112 Non-lJisodrubuudunmudEon»| Opportunity ------------------'27 12. CHANGES TO OWNERSHIP AND CONTROL Bl/SOCCCD.............................. 20 12.1 Restrictions onRights and Powers Under Agreement.......... ...... ......... ............. 28 12.2 � flcsidcdVuoonTrunst�r _............. 123 � [�bcrTruost�zy .................... ......... ...................... -.............. -................ -.32 � |24 Transfers u,1uvy�/ -------------------------------'32 12.5 Assignment to Holders ofPermitted Mortgages...... ............ .............................. 33 126 � �rok��doo ~'v/9�«Gcc .............. .............................................................. ............. 33 12.7 � Pcooi{o���orcc|oso�oo -----------------------------'3K 13 ' �������������yK�� `~-'-^^^'--`---~^--'^`---^---~---`'-~^^--^'-----..--.---,48 132 Rights of City -----------------------------------40 13.3 Reversion Conditions ........................ ................. ................................................ 4O 13.4 Exercise o[Right o[Ocvccoinu......... ............................... ...... ...... ---.......... 4| 14k INDEMNIFICATION AND ENVIRONMENTAL PROVISIONS .......................... 4( 14.1 S()CCCL}`x iudcouoificu{�on.................... ....................... -................ .............. 4l 142 Envinuunzcmn| IodcuuuiOcudoo....... -...... ------------------42 -ii- 5 5764-44062)/126698.14 TABLE 0PCONTENTS (continued) l5. REPRESENTATIONS .................................................................................................. 42 15.1 C' 42 152 S0CCCI)........ —........ ........ —......................... ----................ ............... —'42 16. EFFECT OF CONVEYANCE ...................................................................................... 43 16.1 Effect ofQuitclaim [)ccdu ---------------------------'43 16.2 Possession ............................................................................................................ 43 16.3 As Is, Where Is, With All Foubo—.......... ............. ............... ........... ................. 43 17. CLOSE OF COUNTY-SOCCCD LAND EXCHANGE A .-.....-..-45 17.1 Definition ofS()C[C[)Property Herein .......... .... —..... .................................. 45 172 Covenants ufCiiy.............. ...................... ........................................................ 45 17.3 Ci .... ....... ......... ... ..... ................................................... —..... �45 19. SHORT FORM NOTICE OD7AGREEMENT ............................................................ 45 21' MISCELLANEOUS PROVISIONS -~~.-'----.'-.-'..'.~....,.....,..~~-.'..'--------46 2i} Business Days .... ... —.......... —........ --- ........ --- ....... -----------40 21.2 Survival o[Close o[Escrow .................................. ............................................. 47 21.3 Additional Actions -------------------------------'47 2L4� -----------------------'47 21.5 Waivers ...... ................ -----------------------------.47 2l� . � � Effect; [�o��o� Assignment o/no/o� � /�uozo ------------------------- 47 2i7C -----------------------------------47 21.0 Exhibits ........................................................... .................... --.................... .... 47 219 Recitals ..................... ........................................................... ............................... 47 21.10 Parties ........................................................ .............................. ......... ------47 21.11 Integration........................................... ................................................... --...... 47 21.12 Approvals, Failure to Insist .......... ........... ...... .................................................... 40 21.13 Severability -----------------------------------.48 2{.|4 EstoppelCertificate .................................................................................... ......... 40 2L15 Defense ofActions. ............................................... ........ ........ ................... ........ 48 2L16Attorneys' Fees .............................................................................. ..................... 48 — 5 -u+ 5/64-440621/2669 .n 4|m'1 EXHIBITS Designation Description Section Reference A County-SOCCCD Exchange Parcel Section 1.1.15 B SOCCCD-County Exchange Parcel Section 1.1.15 C Glossary Section 1.2 D SOCCCD Property on Effective Date Section 2. 1.1 E SOCCCD Property after County Exchange Section 2.1.2 F Land Use and Access Plan (LUAP) Section 4.3.4.3 G Table of Required Ratios Section 5.1.3.2 H Trip Generation Rate Schedule Section 5.3.2 1 Form of Quitclaim Deed Section 9.3 1 City Certificate Section 10.1 K SOCCCD Certificate Section 10.2 L Form of Subordination, Non -Disturbance Section 12.2.2 and Attornment Agreement 5704-44062`,.1126698.14 4101 DEVELOPMENT AGREEMENT two AMENDED AND RESTATED AGREEMENT between THE CITY OF TUSTIN and THE SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT for CONVEYANCE OF A PORTION OF MCAS TUSTIN and THE ESTABLISHMENT of AN ADVANCED TECHNOLOGY EDUCATIONAL CAMPUS THIS DEVELOPMENT AGREEMENT AND AMENDED AND RESTATED AGREEMENT between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus (this "Development Agreement") is dated for identification purposes this day of 2013 (the "Identification Date"), is entered into by and between the CITY OF TUSTIN ("City"), a municipal corporation organized under the laws of the State of California, acting in its capacity as the Local Redevelopment Authority for the disposition and conveyance of portions of the former Marine Corps Air Station Tustin, California, and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT ("SOCCCD"), a public agency, and amends and restates that certain Agreement between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus dated March 10, 2004, (the "Original Agreement"). This Development Agreement shall be recorded in the Official Records of the County Recorder of Orange County, California ("Official Records") immediately following the Identification Date but shall not become effective until the Effective Date as set forth in Section 1.4 below. The City and SOCCCD are sometimes referred to herein individually as a "Party" and collectively as the "Parties." The Parties agree as follows: 1. SUBJECT AND PURPOSE OF THIS DEVELOPMENT AGREEMENT; APPLICABLE REQUIREMENTS. L 1 Background for this Development Agreement. 1.1.1 Pursuant to the Defense Base Closure and Realignment Act of 1990 (Prt a A of Title XXIX of Public Law 101-510; U.S.C. Section 2{,87 dote), as amended (the `Base Closure Lav"), the United States (the "Government") determined to close the Mat-inc Corps Air Station Tustin ("MCAS Tustin") located substantially within the City of Tustin. In 1992, City was designated by the Office of Economic Adjustment on behalf of' the Secretary of 5764-44062 1 126698.14 4101 Defense as the local redevelopment authority ("LRA") for preparation of a reuse plan for MCAS Tustin and in order to facilitate the closure of MCAS Tustin and its reuse in furtherance of the economic development of City and the surrounding region. 1.1.2 h1 its capacity as the LRA, City served as the lead agency for preparing the base reuse plan, the applicable environmental documents under California law, and other documents related to the planning for the civilian reuse of MCAS Tustin. City determined that the most appropriate tool to guide the conversion of the base from military to civilian use and to facilitate review and approval of entitlements, permits, and uses was the preparation of a combined reuse plan and specific plan. The MCAS Tustin Reuse Plan (the "Reuse Plan") was developed in accordance with federal procedures under the Base Closure Law and was adopted by the City of Tustin City Council (the "City Council") on October 16, 1996 and amended by Errata in September 1998. The Reuse Plan was subsequently reviewed and approved by the United States Department of Housing and Urban Development. On February 3, 2003, City approved and adopted the MCAS Tustin Specific Plan/Reuse Plan by Ordinance No. 1257 setting forth the zoning and entitlement framework for future development of the former MCAS Tustin (the "Initial Specific Plan"). The portion of the former MCAS Tustin located within City of Tustin is referred to herein as "Tustin Legacy." 1. L3 A Final Joint Environmental Impact Statement/Environmental Impact Report for the Disposal and Reuse of MCAS Tustin (the "Final EIS/EIR") and Mitigation Monitoring and Reporting Program for the Final EIS/EIR were adopted by City on January 16, 2001. In March 2001, a Record of Decision was issued by the Department of the Navy (hereinafter, the "Navy") approving the Final EISIEIR and the Reuse Plan. 1. 1.4 Pursuant to the authority provided by Section 2905(b)4 of the Base Closure Law and the implementing regulations of the Department of Defense (32 CFR Part 174), the Secretary of the Navy, on behalf of the Government, is authorized to convey surplus property at a closing installation to the LRA at no cost for economic development purposes. 1. 1.5 In May 2002, the Navy approved an Economic Development Conveyance of Property ("EDC") and agreed to convey 1,153 acres of the former MCAS Tustin to City. On May 13, 2002, a portion of this property was conveyed by the Navy to City by Federal Deed (the "Federal Deed"), in accordance with the provisions of that certain 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 ("Original Navy -City Conveyance Agreement") which sets forth the terms and conditions of the conveyance of portions of MCAS Tustin from the Navy to City ("City Property"). A portion of the City Property was leased to City by the Navy pursuant to the Navy -City Conveyance Agreement and that certain Lease In Furtherance of Conveyance Between the United States of America and The City of Tustin, California For Portions of the Former Marine Corps Air Station Tustin dated May 13, 2002 (the "LIFOC"). 1. 1.6 The Navy -City Conveyance Agreement has been amended by (1) that certain "Modification One (1) to 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 Mai -Inc Corps Air Station, Tustin" dated April 10, 2006; (2) that certain "Modification Two (2) to Agreement between the United States of America Acting by and 11 5 764-44062 11 2669�. 14 4 10 [ through the Secretary of the Navy and the City of Tustin, California, for Conveyance of a Portion of the Marine Corps Air Station, Tustin" dated July 31, 2006; and (3) that certain Modification Three (3) to 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" dated December 19, 2011. The term "Navy -City Conveyance Agreement" as used herein means the Original Navy -City Conveyance Agreement as amended by the three Modifications described above. 1. 1.7 The Navy -City Conveyance Agreement contemplates that City will, following conveyance of the applicable portion of the City Property from the Navy to City, convey such portion of the City Property to SOCCCD for such purposes as may be in accordance with the Specific Plan. 1. 1.8 Pursuant to the Original Agreement, (1) City conveyed to SOCCCD in an initial closing (the "Initial Closing") fee title to approximately 37.66 acres of the City Property (the "Initial Parcel"), pursuant to that certain Quitclaim Deed and Environmental Restriction Pursuant to Civil Code Section 1471 (the "2004 Quitclaim Deed") recorded on April 29, 2004 as Instrument No. 2004000369376 in the Official Records and conveyed the personal property and utility distribution systems associated with the Initial Parcel and the Sublease Area (as defined below) pursuant to that certain Bill of Sale (the "2004 Bill of Sale") delivered concurrently with the 2004 Quitclaim Deed, (2) City subleased to SOCCCD approximately 30.71 acres of the City Property (the "Initial Sublease Area"), pursuant to that certain Sublease between the City of Tustin and the South Orange County Community College District for a Portion of MCAS Tustin dated April 29, 2004 (the "Original Sublease"), a Short Form Notice of which was recorded in the Official Records on April 7, 2004 as Instrument No. 2004000373082 (the "Original Notice of Sublease"). 1. 1.9 On March 24, 2008, by Resolution No. 0807 the Board of Trustees of SOCCCD (the `Board of Trustees") approved the Short -Range Plan required by the Original Agreement. 1.1.10 On November 12, 2008, by Resolution No. 08-35, the Board of Trustees approved the Long -Range Plan required by the Original Agreement. I.1. L1 On March 24, 2009, by Resolution No. 09-06, the Board of Trustees approved Concept Plan 3A for portions of the Initial Parcel and the Sublease Area. Pursuant to Zoning Administrator Action 10-002 adopted on July 26, 2010, the Zoning Administrator of the City approved Concept Plan 09-001 for Phase 3A of the ATEP Site ("Concept Plan 3A"). L 1.12 The Initial Specific Plan, after its adoption, was amended by a series of Ordinances as follows: Ordinance Nos. 1294, 1295, 1296 and 1297 adopted March 7, 2005; Ordinance No. 1299 June 5, 2005; Ordinance No. 1311 adopted April 17, 2006; Ordinance No. 1335 adopted June 5, 2007, Ordinance No. 1379 adopted March 2, 2010; and Ordinance No. 1426 adopted March 5, 2013. The Initial Specific Plan as so amended is hereinafter called the "Current Specific Plan." 5-1764 -44062) 1126698.14 4 10 13 1.1.13 In addition, the City Council adopted an amendment to the Current Specific Plan by Ordinance No. 1406 on October 18, 2011 (the "2011 SP Amendment"), which amendment was not immediately effective. The purpose of the 2011 SP Amendment is to accommodate an exchange of real property (the "County-SOCCCD Land Exchange") pursuant to that certain Agreement for the Exchange of Real Property between the County of Orange and South Orange County Community College District dated February 7, 2012 as amended by Amendment No. I thereto dated April 28, 2012, Amendment No. 2 thereto dated June 26, 2012 and Amendment No. 3 thereto dated 2013 (as so amended, the "County-SOCCCD Land Exchange Agreement"). The 2011 SP Amendment, by its terms, shall only become effective upon the close of escrow for the County-SOCCCD Land Exchange. 1.1.14 On , 2013, the City Council adopted Resolution No. _ approving an amendment to the Tustin General Pian ("2013 GP Amendment") and conducted a first reading of proposed Ordinance No. _ approving an amendment to the Current Specific Plan (the "2013 SP Amendment"). On , 2013, the City Council conducted a second reading and adopted Ordinance No.-, approving the 2013 SP Amendment. The 2013 GP Amendment and the 2013 SP Amendment are sometimes hereinafter collectively called the "2013 Plan Amendments." The purpose of the 2013 Plan Amendments was to accommodate the terms of this Development Agreement as well as an exchange of real property (the "City-SOCCCD Land Exchange") pursuant to that certain Agreement for the Exchange of Real Property between the City of Tustin and South Orange County Community College District (the "City-SOCCCD Land Exchange Agreement") to which a form of this Development Agreement is attached as an Exhibit. On , 2013, the City Council adopted Resolution No. approving the City-SOCCCD Land Exchange Agreement. 1.1.15 The parties contemplate that at some point after the closing of the City- SOCCCD Land Exchange, at such time as the Navy conveys the County-SOCCCD Exchange Parcel (as defined below) to the City or as otherwise agreed by County and SOCCCD, the County-SOCCCD Land Exchange will be consummated. The real property which City will convey (or sublease) to SOCCCD pursuant to the County-SOCCCD Land Exchange is hereinafter called the "County-SOCCCD Exchange Parcel," and the real property which SOCCCD will convey (or cause City to sublease) to the County pursuant to such exchange, is hereinafter called the "SOCCCD-County Exchange Parcel." The County-SOCCCD Exchange Parcel is more particularly described on Exhibit A and the SOCCCD-County Exchange Parcel is more particularly described on Exhibit B, both attached hereto. 1.1.16 The Current Specific Plan as amended by the 2011 SP Amendment and the 2013 Plan Amendments and the portions of the Reuse Plan applicable to the SOCCCD Property are hereinafter collectively called the "Specific Plan." 1.1.17 The Specific Plan conforms to and implements the Reuse Plan and the Tustin General Plan as amended. The Specific Plan includes all detailed planning, policies, regulations, and implementation strategies and procedures necessary to guide the reuse and development of all property located within MCAS Tustin. The Specific Plan is intended to serve as both policy -oriented and regulatory documents and contain the development and reuse M 7t>4 4406, 1 136694.14 410;]; regulations that will govern all development, construction, and use of property at Tustin Legacy, subject to the provisions of this Development Agreement, 1.1.18 Sections 65864 through 65869.5 of the California Government Code (the "Development Agreement Laws") authorize City to establish procedures to enter into binding development agreements with persons having legal or equitable interests in real property located within City for development of the property. 1.1.19 Section 65865 of the California Government Code allows cities to enter into development agreements with any person having a legal or equitable interest in real property for the development of the property under the Development Agreement Laws. 1.1.20 On , 2013, City's Planning Commission held a duly noticed public hearing on this Development Agreement in accordance with Tustin City Code X9607 (the "Development Agreement Ordinance"), and determined that consideration of this Development Agreement complies with CEQA (as defined in Section 4.4 below) based on the ("CEQA Document") prepared in connection with City's consideration of this Development Agreement. In addition, at such meeting the Planning Commission (A) determined that (i) this Development Agreement is consistent with the Specific Plan; (ii) this Development Agreement is in conformity with public convenience, general welfare and good land use practice, will not be detrimental to the health safety and general welfare of the community and will not adversely affect the orderly development of property or the preservation of property values; (iii) this Development Agreement is needed by SOCCCD due to the complexity, cost and infrastructure requirements for the development, and (iv) this Development Agreement is advantageous to and benefits City; and (B) for these reasons recommended that the City Council approve and enact this Development Agreement in accordance with Tustin City Code §9614. 1. 1.21 On _ , 2013, the City Council introduced and conducted a first reading of proposed Ordinance No. enacting this Development Agreement, and held a duly noticed public hearing. Upon conclusion of the public hearing, the City Council determined that this Development Agreement and the 2013 Plan Amendments contemplated by this Development Agreement comply with CEQA, and found them to be consistent with the City's General Plan (as amended), Specific Plan and the Development Agreement Ordinance. 1. 1.22 On , 2013 (the "Approval Date"), the City Council conducted a second reading and adopted Ordinance No. , approving this Development Agreement. 1.2 Definitions; Attachments. Capitalized terms used herein shall have the respective meanings specified in the text of this Development Agreement. Section references for all defined terms are provided in the Glossary attached hereto as Exhibit C. Unless otherwise indicated. references in this Development Agreement to sections, paragraphs, clauses, exhibits, attachments and schedules are those contained in or attached to this Development Agreement and all exhibits and schedules referenced herein are incorporated herein by this reference as though fully set forth in this Development Agreement. 5 5764-44062 1 1'6698.14 4 1W13 I .3 Purposes of This Development Agreement, 1.3.1 The purpose of this Development Agreement is (a) to effectuate the Specific Plan, in accordance with the terms and conditions set forth in the Navy -City Conveyance Agreement, the Federal Deed and the LIFOC, through the disposition and development of portions of Tustin Legacy as further described herein and (b) to provide for the conveyance to SOCCCD of the any remaining Sublease Area, for the maintenance of the SOCCCD Property by SOCCCD and the construction by SOCCCD of improvements on the SOCCCD Property consistent with this Development Agreement and the Specific Plan, including necessary infrastructure and other improvements as more particularly described herein. 13.2 This Development Agreement will ensure the implementation of the Specific Plan, eliminate uncertainty in planning, provide for the orderly development of the SOCCCD Property (as defined below), eliminate uncertainty about the validity of the application of the rules and regulations in the Specific Plan to the SOCCCD Property and SOCCCD, allow installation of necessary or desirable improvements, provide for public services appropriate to the development and use of the SOCCCD Property, and secure orderly fiscal benefits for public infrastructure and generally serve the public interest within City and the surrounding region. 1.3.3 The Parties acknowledge that the consideration to be received by City pursuant to this Development Agreement and the consideration to be received by SOCCCD hereunder constitute sufficient consideration to support the covenants and agreements of City and SOCCCD. 1.3.4 Subsequent Closings. Upon the closing of the City-SOCCCD Land Exchange, the Original Sublease will be amended pursuant to that certain Amendment No. 1 thereto in the form attached as an exhibit to the City-SOCCCD Land Exchange Agreement (the "Sublease Amendment"; the Original Sublease as modified by the Sublease Amendment shall be referred to herein as the "Current Sublease"). Pursuant to the Sublease Amendment, the Initial Sublease Area will be modified to remove certain parcels and add other parcels. The Initial Sublease Area as so modified is more particularly described as Parcel in Exhibit D attached hereto (the "Current Sublease Area"). The Current Sublease Area will also be described in that certain Amendment No. 1 to Short Form Notice of Sublease in the farm attached as an exhibit to the City-SOCCCD Land Exchange Agreement (the "Notice of Sublease Amendment"), which will be recorded in the Official Records upon the closing of the City- SOCCCD Land Exchange. In one or more subsequent closings (the "Subsequent Closings"), City will convey to SOCCCD the Current Sublease Area. The Subsequent Closings by City to SOCCCD shall occur upon satisfaction of the requirements set forth herein for such transfer. As of the Identification Date hereof, only the Initial Closing has taken place. 1.4 Effective Date. Notwithstanding the date on which this Development Agreement is recorded, it shall not become effective by its terms until the date (the "Effective Date") that the close of escrow for the City-SOCCCD Land Exchange occurs. Such close of escrow shall be evidenced by the recordation in the Official Records of a Memorandum of Effective Date of Development Agreement, to be recorded upon the close of escrow of the City- SOCCCD Land Exchange. In the event that the Effective Date shall not have occurred on or before April 15, 2015, then this Development Agreement shall terminate and be of no further { 51764-44062 1 126698 14 4;10,1; force or effect. Until the Effective Date, the Original Agreement shall remain unaffected and in full force and effect and shall likewise remain in full force and effect if this Development Agreement terminates without ever having become effective. 1.5 Federal Requirements Applicable to Tustin Legacv. The Parties acknowledge and agree that this Development Agreement is entered into as part of the Economic Development Conveyance of certain property at Tustin Legacy to City pursuant to the Base Closure Law, the Navy -City Conveyance Agreement and the terms and conditions of the Federal Deed, including the Environmental Restriction pursuant to California Civil Code Section 1471 contained therein, and as required by the Specific Plan. Notwithstanding any provision to the contrary contained herein, this Development Agreement is and shall be subject to the terms and conditions of the Navy -City Conveyance Agreement and the Federal Deed and the rights, obligations and remedies of the Federal Government thereunder, and nothing contained in this Development Agreement shall be construed in a manner that is inconsistent with the rights, obligations and remedies of the Federal Government thereunder, provided that, other than those obligations set forth in the applicable Quitclaim Deed, SOCCCD shall not be deemed to have assumed any of City's obligations to the Federal Government Linder the Conveyance Agreement or the Federal Deed. 1.6 Local Requirements. 1.6.1 DSA. Notwithstanding any other provision of this Development Agreement, in the event SOCCCD processes plans for any improvements or alterations of existing improvements with the California Division of the State Architect (the "DSA"), as required or permitted under Sections 81130-81149 of the California Education Code, as it may be amended from time to time (the "Field Act"), or by the DSA or another State of California agency under another applicable statute that concerns the review and approval of building plans for community college structures, then SOCCCD shall be exempt from processing such plans with City for such improvements. 1.6.2 Normal Processing. SOCCCD and City acknowledge that the foregoing provisions of this Section 1.6 do not limit City's right to exercise normal processing, review and approval rights, and collection of normal fees in connection therewith concerning matters not within DSA's authority; provided, however, that City shall exercise such authority only in conformity with the Effective Standards (as defined below) and this Development Agreement. For purposes hereof, "normal fees" shall be deemed to mean such fees imposed in connection with City's normal processing, review and approval rights as may be generally applicable, from time to time, to all property owners subject to the jurisdiction of the City. 1.6.3 Courtesv Review. As provided in Section 4.5 below, SOCCCD shall provide copies of all plans, documents and information being processed by SOCCCD with DSA ("DSA Plans") to City for City's courtesy review and comment. 1.6.4 Nondiscrimination. The City shall exercise its processing, review and approval authority in a manner that does not discriminate against SOCCCD as compared with other school districts developing property within Tustin Legacy. 7 X764-44062? 1126698.1 ala U I DEVELOPMENT AGREEMENT. 2.1 SOCCCD Property. The real property governed by this Development Agreement from time to time is hereinafter called the "SOCCCD Property." 2.1.1 On Effective Date. The term "SOCCCD Property on Effective Date" describes the property in Tustin Legacy that will be owned or subleased by SOCCCD on the Effective Date after the consummation of the City-SOCCCD Land Exchange. The SOCCCD Property on Effective Date is more particularly described in Exhibit D attached hereto. 2.1.2 On Close of County-SOCCCD Land Exchange. Notwithstanding the foregoing, upon the closing of the County-SOCCCD Land Exchange, the real property governed by this Development Agreement, and the meaning of the term "SOCCCD Property," shall, automatically and without further action by either Party, be deemed to exclude the SOCCCD- County Exchange Parcel and to include the County-SOCCCD Exchange Parcel. A legal description of the SOCCCD Property as it will be constituted after the close of the County- SOCCCD Land Exchange ("SOCCCD Property after County Exchange") is attached hereto as Exhibit E. Certain covenants of City relating to the County-SOCCCD Land Exchange are set forth in Section 17 below. 2.2 Vested Rights. SOCCCD shall have the vested right to develop the SOCCCD Property in accordance with the terms and conditions of this Development Agreement and the terms and conditions of the Specific Plan, including the 2013 Plan Amendments, in effect as of the Approval Date. Without limiting the generality of the foregoing, SOCCCD shall have the vested right to develop the maximum square footage of Building Area (as defined below) that is permitted by the number of ADT's assigned to the SOCCCD Property pursuant to Section 5.3 below, calculated pursuant to the "Trip Generation Rate Schedule" attached hereto as Exhibit fl. City shall have the right to control the development of the SOCCCD Property to the extent provided in Section 1.6.2 above in accordance with this Development Agreement, the Specific Plan, and City's police powers. 2.2.1 Applicable Standards. The permitted uses of the SOCCCD Property, the density and intensity of use, the vehicle parking plan, the heights, sizes, design and construction methods of the proposed buildings and landscaping, the on-site and off-site public improvements, the development schedules and the general provisions for reservation or dedication of land for public purposes, and fees in lieu thereof, shall be vested in accordance with the Specific Plan and this Development Agreement. 2.2.2 Building Area. For purposes of this Development Agreement, `Building Area" shall mean the total horizontal floor area of all floors of buildings on the SOCCCD Property including the exterior walls thereof, measured in square feet, except that areas used in common such as, but not limited to, trash enclosures, covered malls, roofed patio areas, covered parking, covered driveways and covered loading areas shall not be included. 2.2.3 No Restrictions. Nothing contained herein shall restrict City's discretion to approve, conditionally approve, or deny amendments or changes to the Specific Plan proposed 8 5764-44062'1126698.14 4-'10113 by SOCCCD so long as City's actions are consistent with applicable laws, including but not limited to the Development Agreement Laws. 2.3 Right to Develop on Effective Date. Subject to the provisions of this Development Agreement, City hereby grants to SOCCCD the vested right to develop and construct all improvements on the SOCCCD Property in accordance with the policies and development density regulations set forth herein and in the Specific Plan in effect as of the Effective Date of this Development Agreement. Except as otherwise provided in this Development Agreement, City shall not (i) impose on SOCCCD any future modifications to the Specific Plan, City's laws and ordinances (including the Tustin City Code) in effect as of the Approval Date (the "Existing City Laws") or this Development Agreement which purport to limit the uses, development density, design, parking plan, or schedule of development of the SOCCCD Property; or (ii) impose new fees, exactions, design features, or moratoria upon the development, occupancy or use of the SOCCCD Property. Notwithstanding the foregoing, City shall have the right to apply subsequently enacted standards in accordance with Section 2.7.3 below. 2.4 Timing of Development. The Parties acknowledge that SOCCCD cannot at this time predict when or the rate at which the SOCCCD Property will be developed. Such decisions depend upon numerous factors that are not within the control of SOCCCD, such as availability of funds, interest rates, competition and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, (1984) 37 Cal.3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development to prevail over such parties' agreement, it is the Parties' intent to cure that deficiency by acknowledging and providing that SOCCCD shall have the right to develop the SOCCCD Property in such order and at such rate and at such times as SOCCCD, in its sole and absolute discretion deems appropriate except as otherwise specifically provided in this Development Agreement and the Specific Plan. 2.5 Vesting Tentative Map. If any tentative or final subdivision map, or tentative or final parcel map, heretofore or hereafter approved in connection with development of the Property, is a vesting map under the Subdivision Map Act (Government Code Sections 66410 et sec ..) and applicable Tustin City ordinances and if this Development Agreement is determined by a final judgment to be invalid or unenforceable insofar as it grants a vested right to develop to SOCCCD, then and to that extent the rights and protections afforded SOCCCD under the laws and ordinances applicable to vesting maps shall supersede the provisions of this Development Agreement. Except as set forth immediately above, development of the Property under the Specific Plan shall occur only as provided in this Development Agreement, and the provisions in this Development Agreement shall be controlling over any conflicting provision of law or ordinance concerning vesting maps. 2.6 SOCCCD Oversight. SOCCCD shall oversee the implementation of the development of the SOCCCD Property. SOCCCD shall ensure compliance and consistency with the Specific Plan, and any applicable Environmental Mitigation. SOCCCD may enter into ground leases with separate entities to develop portions of the SOCCCD Property; however, SOCCCD shall be signatory on all applications, compliance letters and agreements with City, including onsite and offsite improvement agreements, insurance, bonds and contracts with City. 9 I64-4 062> ,I t-26698.14 4/ 1013 2.7 Rules, Regulations, and Official Policies. 2.7.1 Existing) Land Use Regulations. "Existing Land Use Regulations" mean all ordinances, resolutions, codes, rules, regulations and official written policies of City governing the development and use of land, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the SOCCCD Property and in effect as of the Approval Date. The Existing Land Use Regulations shall include the 2013 Plan Amendments. 2.7.2 Effective Standards. 2.7.2.1 Governance. The Existing City Laws, the Existing Land Use Regulations and this Development Agreement (collectively, the "Effective Standards") in force upon the Approval Date shall govern all future adjudicative and legislative decisions regarding the permitted uses of the SOCCCD Property, including those addressing the uses, intensity of use, design, improvement, construction, and building standards, occupancy and specifications applicable to SOCCCD Property and all public and private improvements, and appurtenances in connection therewith. 2.7.2.2 Documentation. Within thirty (30) days after the Approval Date, SOCCCD shall submit to City a compilation of the Effective Standards. City shall have a period of twenty (20) days to review and comment on such compilation. If the City disagrees with SOCCCD's compilation, the Parties shall meet and confer in good faith in order to agree on a compilation of the Effective Standards satisfactory to both Parties. Once the content of the compilation of Effective Standards has been established, then SOCCCD shall cause the original compilation to be Bates -stamped. SOCCCD shall then cause one (1) copy to be made of the Bates -stamped compilation and two (2) copies in permanent, non -revisable electronic form on a compact disc. SOCCCD shall keep the original paper copy and one (1) copy in electronic form for its own records and shall deliver one (1) copy in each form to City. 2.7.3 Application of Subsequently Enacted Standards. The City may only apply to the SOCCCD Property such later enacted or modified Effective Standards that: 2.7.3.1 Are not in conflict with those in effect on the Approval Date and application of which would not delay or prevent the development of the SOCCCD Property or increase the costs of development or building; or 2.7.3.1 Are consistent with the most recent version of such codes as may affect public health and safety, including building codes, electrical codes and similar measures which shall be adopted from time to time by the State of California to the extent such codes have been incorporated into the Tustin City Code as revised to address Local climatic, ,geographic, and/or topographic conditions; or 2.7.3.2 Arc subsequent City-wide changes to construction or technical design standards or specifications for public improvements that are reasonably and directly related to durability or longevity of the public improvements; or 10 5764! 44063 1126698.14 4.10;1; 2.7. 3.3 Are changes in City laws, regulations, policies, or plans, the terms of which are specifically mandated and required by changes in state or federal law or regional application thereof; or 2.7.3.4 Are necessary to avoid placing the occupants of the SOCCCD Property or adjacent areas in a condition dangerous to their health or safety, or both; or 2.7.3.5 Are subsequent City-wide changes with respect to the processing of applications or other procedural matters, including any changes to processing fees and any changes relating to hearing bodies or reports; or 2.7.3.6 Are otherwise unambiguously and expressly authorized in this Development Agreement. 2.7.4 Subsequently Enacted Laws. Upon discovery of a subsequently enacted federal or state law that may require changes to this Development Agreement, City and SOCCCD shall meet and confer in good faith in a reasonable attempt to determine whether a modification or suspension of this Development Agreement, in whole or in part, is necessary to comply with such federal or state law or regulation. In such conferences, City and SOCCCD agree to preserve the terms of this Development Agreement and the rights of SOCCCD as derived from this Development Agreement to the maximum extent possible while resolving the conflict. City and SOCCCD agree to cooperate in resolving the conflict in a manner that minimizes any financial impact on SOCCCD without substantially increasing the financial obligations of City under this Development Agreement, unless agreed to by City. 2.7.5 Exigent Events. With respect to the above, nothing in this Development Agreement shall be construed to be in derogation of City's police powers to protect the public health, safety, and welfare from an unexpected occurrence, involving a clear and imminent danger demanding immediate or interim action to prevent or mitigate loss of, or damage to, life, health, property, or essential public services ("Exigent Event"). Upon discovery of an Exigent Event, City may suspend this Development Agreement for a period reasonably necessary to analyze, evaluate, and develop a proposed response to the Exigent Event. Promptly thereafter, City shall provide SOCCCD with written notice of the Exigent Event, and an explanation of City's proposed action for addressing the Exigent Event. City and SOCCCD shall promptly meet and confer in good faith in an attempt to determine whether a modification or suspension of this Development Agreement, in whole or in part, is necessary to address the Exigent Event. In such conferences, City and SOCCCD agree to preserve the terms of this Development Agreement and the rights of SOCCCD as derived from this Development Agreement to the maximum feasible extent. City and SOCCCD will cooperate in addressing the Exigent Event in a manner which minimizes the financial impact on SOCCCD without increasing the financial obligations of City under this Development Agreement, unless agreed to by City. 2.8 Annual Review, 2.8.1 Annual Report. SOCCCD shall submit to City, on an annual basis, not later than ninety (90) days before the anniversary of the Effective Date, an annual report (each, an "Annual Report") setting forth, as of the date of such Annual Report, the number of square 704-44062,112669s.14 4101 feet of Building Area devoted to Land Use Category 1 (including an indication of the number of square feet of Land Use Category 1 space that is devoted to Supportive Uses) and the number of square feet o1' Building Area devoted to Land Use Category 2, The Annual Report shall also include information concerning any Exempt Leases entered into since the date of the previous Annual Report as provided in Section 12.2.1.2(b) below. 2.8.2 actions. City and SOCCCD shall meet once annually in order to review the Annual Report and all actions taken under to the terms of this Development Agreement as required by the Development Agreement Laws. Such meeting shall take place within sixty (60) days before the anniversary of the Effective Date during each year of the Term. If the Parties fail to have a review, that will not constitute a default under this Development Agreement. 2.9 Section 2 Defaults and Remedies. 2.9.1 Section 2 Default. For purposes of this Section 2 of this Development Agreement, the following shall constitute an event of default under this Section 2 ("Section 2 Default"): (i) the failure to make any payment provided for under Section 6 this Development Agreement within sixty (60) calendar days of when due; and (ii) the failure to perform or fulfill any other material term, provision, obligation, or covenant under Section 1.6, Section 2, Section 4 and Section 6 hereof and the continuation of such failure for a period of sixty (60) calendar days following a written notice of default and demand for compliance (a "Notice of Section 2 Default"); provided, however, that if a cure cannot reasonably be completed within sixty (60) days, then it shall not be considered a Section 2 Default if a cure is commenced within said sixty-day period and diligently prosecuted to completion thereafter. For purposes of this Section 2.9.1, City's denial or refusal to approve SOCCCD's application for a discretionary planning approval or request for a building permit does not constitute a Section 2 Default (unless the building permit is a ministerial permit and SOCCCD has satisfied all requirements for issuance of the building permit, including but not Limited to the applicable building code and city code, and SOCCCD has paid all required permit fees). Furthermore, the parties understand and agree an administrative remedy is provided by statute and SOCCCD must exhaust the administrative remedy before initiating any legal action regarding an application for planning approval or a request for a building permit. 2.9.2 Notice of Section 2 Default. Prior to the initiation of any legal action for a Section 2 Default, the Party claiming default shall deliver to the other Party a Notice of Section 2 Default. The Notice of Section 2 Default shall specify the reasons for the allegation of default with reasonable specificity. If the alleged defaulting Party disputes the allegations in the Notice of Section 2 Default, then that Party, within twenty-one (2 1 ) calendar days of receipt of the Notice of Default, shall deliver to the other Party a notice of non -default which sets forth with specificity the reasons that a default has not occurred. The Parties shall meet to discuss resolution of the alleged Section 2 Default. If, after good faith negotiation, the Parties fail to resolve the alleged Section 2 Default within thirty (30) calendar days of the delivery of the notice of non -default, the Parties shall observe the procedures set forth below in Section 2.9.3 below before any legal action may be commenced with respect to such alleged Section 2 Default. The Parties may mutually agree in writing to extend the time periods set forth in this Section. IN 5764-44062 11.266 8.14 4:10,13 -9.' Dispute Resolution. lin the event a dispute arises regarding a Section 2 Default, in addition and not by way of limitation to all other remedies available to the Parties under the terms of this Development Agreement, the Parties agree to follow the dispute resolution procedure in this Section 2.9.3 that is designed to expedite the resolution of such disputes before initiating any legal action. 2.9.3.1 Referral. The dispute shall initially be presented for resolution (a) by Planning Department staff to the Community Development Director, (b) by Department of Public Works staff to the Director of Public Works, or (c) by staff to the City Manager, whichever is appropriate. If the Community Development Director, Public Works Director, or City Manager, as appropriate, decides the dispute to SOCCCD's satisfaction, such decision shall be deemed to have resolved the matter. If the matter is not decided to SOCCCD's satisfaction within thirty (30) days after its referral as set forth above, the Parties agree to mediate the dispute as set forth in Section 2.9.3.2 below. 2.9.3.2 Mediation. The Party alleging the Section 2 Default shall give written notice of thereof to the other Party by personal or mail service as authorized by California Code of Civil Procedure Sections 415.10, 415.20 415.21 415.30 or 415.40 to the party to whom the Dispute is directed ("Respondent") describing the nature of the Dispute and any proposed remedy (the "Dispute Notice"). (a) Mediation Notice. Commencing on the date the Dispute Notice is delivered to the Respondent, either Party may submit the Dispute to mediation by delivering a request for mediation (a "Mediation Notice") in the same manner as allowed for delivery of the Dispute Notice. The Dispute shall be mediated pursuant to (a) the JAMS mediation procedures in existence when the Dispute Notice is delivered, as modified by this Section, or (b) the mediation procedures of any successor to JAMS in existence when the Dispute Notice is delivered, as modified by this Section, or (c) mediation procedures approved by the Parties of any entity offering mediation services that are acceptable to the Parties to the Dispute. Neither Party shall begin litigation regarding a Dispute without complying with this Section 2.9.3.2. (b) Selection of Mediator. The mediator shall be selected within sixty (60) days after delivery of the Mediation Notice. The mediator shall be selected by mutual agreement of the Parties. If the Parties cannot agree on a mediator, the mediator shall be selected by the entity providing the mediation service. No person shall serve as a mediator in any Dispute in which the person has any financial or personal interest in the result of the mediation, except by the written consent of both Parties. Before accepting any appointment, the prospective mediator shall disclose any circumstances likely to create a presumption of bias or to prevent a prompt commencement of the mediation process. (c) Position Letter; Pre -Mediation Conference. No later than sixty (60) days after selection of the mediator, each Party shall submit a letter (a "Position Statement") containing (1) a description of the Party's position concerning the issues that need to be resolved, and (2) a suggested plan of redress, repair, remediation or correction. The mediator may schedule a pre -mediation conference. Representatives of both Parties with authority to resolve the Dispute shall attend unless otherwise mutually agreed. The mediation 13 5764-4406?1 116698.14 4 10 13 shall be commenced within twenty (20) days after submittal of all Position Statements and shall be concluded within fifteen (15) days after the mediation began unless either (A) the mediator extends the mediation period, or (B) the Parties mutually agree to extend the mediation period. The mediation shall be held in the County or another place mutually acceptable to the Parties. (d) Conduct of 'Mediation. The mediator has discretion to conduct the mediation in the manner in which the mediator believes is most appropriate to achieve the -oal of settling the Dispute. The mediator is authorized to conduct joint and separate meetings with the Parties and to make oral and written recommendations for settlement. The mediator may also obtain expert advice concerning technical aspects of the Dispute, provided the Parties agree to and do assume the expenses of obtaining such advice. The mediator shall not have the authority to impose a settlement on the Parties. (e) Parties Permitted at Mediation. Persons other than the Parties, their liability insurers, attorneys for the Parties and the mediator may attend mediation sessions only with the permission of the Parties and the consent of the mediator. (f) Record. There shall be no stenographic, video or audio record of the mediation process. (g) Expenses. Each Party shall bear its own attorneys' fees and costs incurred in connection with the mediation. All other expenses of the mediation including the fees charged by the mediator and the cost of any proof or expert advice requested by the mediator shall be borne equally by each of the Parties, unless the Parties agree otherwise. 2.9.4 Remedies; Tolling. In the event of a Section 2 Default, the remedies available to a Party shall include specific performance of this Section 2 of this Development Agreement in addition to any other remedy available at law or in equity (subject to the limitation on damages set forth in Section 2.9.5 below). All applicable statutes of limitation or repose for filing any action at law or in equity with respect to any dispute concerning a Section 2 Default shall be tolled for a period commencing on the delivery of the Dispute Notice and continuing until the mediation of such dispute is concluded pursuant to the provisions of Section 2.9.3 above. 29.5 No Recourse for Damages. The Parties agree that, except as set forth in this Section 29, they would have not entered into this Development Agreement if either could be held liable for general, special or compensatory damages for any default or breach of this Development Agreement and that the Parties have adequate equitable remedies and remedies at law to secure the City's and SOCCCD's compliance with their obligations under this Development Agreement. Therefore, the Parties agree that neither the City nor SOCCCD nor their respective officers, agents or employees shall be liable for any general, special or compensatory damages to the other or to any successor or assignee or transferee of the other for any breach or default of this Development Agreement. Consequently, SOCCCD and City each covenants not to sue the other for or claim any compensatory damages under this Development Agreement except for claims arising out of the failure to pay or refund any portion of the Land Use Category 2 Backbone Contribution as described in Section b. 1.2 below. The recoverable 14 764-44062 1126 98.14 4,110,1 interest on claims arising out of Section 6.1.2 shall begin to accrue on the date on which the action or lawsuit is tiled. 3. DEED RESTRICTIONS / COVENANTS RUNNING WITH THE LAND, 3.1 Binding Effect. This Development Agreement, and all of the terms. covenants, obligations, rights, standards, and conditions of this Development Agreement, shall run with the land comprising the SOCCCD Property and shall be binding upon and inure to the benefit of the Parties and their respective assigns, heirs, other successors -in -interest, lessees, and all other persons or entities acquiring the SOCCCD Property or any portion thereof or any interest therein. Nothing in this Development Agreement shall be construed as a dedication or transfer of any right or interest in the title to the SOCCCD Property, except as otherwise expressly provided in this Development Agreement. All of the provisions of this Development Agreement shall be enforceable as equitable servitudes and shall constitute covenants running with the land pursuant to applicable law, including, but not limited to, Section 1468 of the California Civil Code. 3.2 Covenants. The obligations of SOCCCD set forth in this Development Agreement shall be referenced as covenants running with the land in the Quitclaim Deed hereinafter defined and shall be binding upon SOCCCD and all subsequent owners of the SOCCCD Property or any part thereof. The Quitclaim Deed shall convey the SOCCCD Property subject to reservations, covenants and restrictions set forth in the quitclaim deed transferring the SOCCCD Property from the Navy to City, the Navy -City Conveyance Agreement and this Development Agreement. 4. DEVELOPMENT AND REUSE 4.1 Development General Requirements. In addition to the Effective Standards, the development of the SOCCCD Property is subject to that certain Cooperative Agreement D02-119 between the City of Tustin, the Orange County Flood Control District and the County of Orange, as amended, and, as to Land Use Category 2 (as defined below), that certain Amendment to the Joint Exercise of Powers Agreement Between the City of Santa Ana and the City of Tustin Regarding the Tustin -Santa Ana Transportation System Improvement Authority, each of which is incorporated herein by reference and made a part hereof as though fully set forth herein. 4.2 Major Improvements= "Major Improvements" means any new improvements or any alterations of existing improvements that meet all of the following criteria: 4.2.1 Are visible from a public or private street (i.e., improvements that are confined to interiors of buildings shall be excluded); 4.2.2 Affect an aggregate of 10,000 square feet or more of land area; 4.2.3 Cost in excess of One Million Dollars ($1,000,000),- and 4.2.4 Are not merely maintenance, repairs or replacements of existing improvements. 15 764-44062`,( 126698.14 41wi 4.3 Development Approvals. The Parties agree that City may require that z: SOCCCD, in connection with the development of any portion of the SOCCCD Property, obtain one or more of the following approvals (the "Development Approvals") and that City may not require any approvals other than the Development Approvals set forth in this Section 4.3. 4.3.1 DSA Review. As provided in Section 1.6.1 above, to the extent that SOCCCD processes plans for any improvements or alterations of existing improvements with the DSA, then SOCCCD shall be exempt from processing such plans with City. 4.3.2 Land Use Category 1,. For improvements intended for Land Use Category 1, as defined in Section 5. 1. 1 below (the "Category I Improvements"), the City may require: 4.3.2.1 Grading Permit. Grading Permit as required by the Effective Standards; 4.3.2.2 Limited Site Plan Review. For all Major Improvements intended for Land Use Category 1, Site Plan and Design Approval as described in Section 9272 of the Tustin Municipal Code except that such approval shall apply only (i) to Major Improvements as described above, (11) to the following specific aspects of such Major Improvements and (iii) to the extent such Major Improvements are visible from a public or private street: (a) Height of buildings; (b) Setbacks from property lines; (c) Landscaping of setback areas; and (d) Site ingress/egress locations and design. 4.3.2.3 Building Permit for Non -DSA Improvements. For Major Improvements intended for Land Use Building Category I which are not subject to DSA review, Bu I i ing Z_ Permit (inclusive of related permits; e.g., plumbing, electrical, etc.) as included in the Effective Standards. 4.3.3 ' Land Use Category 2. For improvements intended for Land Use Category 2 as defined in Section 5.1.12 below, the City may require, subject to Section 1.6.1, such review and approvals as are provided in the Effective Standards, including: (a) Grading Permit. Grading Permit; (b) Site Plan and Design Approval. Site Plan and Design Approval as provided in Section 9272 of the Tustin Municipal Code as provided in the Effective Standards; and (c) Building Permit for Non -DSA Improvements. For improvements which are not subject to DSA review, 16 5764-44062,1 126698 14 4� 10/13 Building Permit (inclusive of related permits, e.g., plumbing, electrical, etc.) as provided in the Effective Standards. 4.3.4 Site Plan Review, 4.3.4.1 Development Processing Requirements. Prior to commencing the use of the SOCCCD Property or the construction or installation of any improvement on the SOCCCD Property and subject to the applicable provisions of this Development Agreement (including Section 1.6), SOCCCD shall comply with the Development Processing Requirements contained in Chapter 4 of the Specific Plan (the "Development Processing Requirements"), which includes Site Plan Review. 4.3.4.2 No Concept Plan Requirement. Notwithstanding the foregoing, SOCCCD shall not be required to submit any Concept Plan for the development of any portion of the SOCCCD Property. 4.3.4.3 LDAP. Attached hereto as Exhibit F, is a Land Use and Access Plan ("LUAP") showing the general features of the development planned for the SOCCCD Property, including access points and land uses. The LUAP, which contains the information required in a Concept Plan under the Current Specific Plan, shall supersede and take the place of Concept Plan 3A, previously approved by the City. 4.3.4.4 No Amendment. The LUAP shall not require amendment at any time in the future. Rather, the LUAP shall be refined and elaborated by such Site Plans as may be approved by the City after the Effective Date pursuant to the Development Processing Requirements. 4.3.5 Timely Review. City agrees that all Development Approvals shall be subject to the provisions of the Permit Streamlining Act, California Government Code Sections 65920 et sect. In any case, City shall review and comment on any application by SOCCCD for a Development Approval no later than thirty (30) days after SOCCCD's submission of an application for a Development Approval or any revision thereof. 4.3.6 Conditions. City agrees that it will not impose any conditions on any Development Approval which would require SOCCCD to undertake any improvements or incur any expenses other than what is reasonably necessary to mitigate the impacts of SOCCCD's proposed development. 4.4 CEQA. SOCCCD shall process all appropriate environmental documents for individual projects as required by CEQA and its implementing regulations. SOCCCD shall also notify City of all Major Improvements on the SOCCCD Property. "CEQA" means the California Environmental Quality Act and implementing regulations and guidelines, contained in California Public Resources Code Section 21000 et seq., and California Code of Regulations title 14. Section 15000 et seq 4.5 Courtesy Review. Subject to the applicable provisions of this Development Agreement (including Section 1.6), SOCCCD shall not construct or make or permit the IVA 5764-4406` 1 1266 14 4%10/13 construction or malting of any improvements on the SOCCCD Property based on DSA Plans without first providing the Community Development Director, as a courtesy, with such DSA Plans. Subject to the applicable provisions of this Development Agreement (including Section 1_6), SOCCCD shall provide the Community Development Director. as a courtesy, with the DSA Plans at each phase of the drafting process, or upon a reasonable request by the Community Development Director or his./her designated representative. The City may provide comments to any DSA Plans. SOCCCD agrees to give full consideration to any such comments provided that City shall have delivered the same to SOCCCD within thirty (30) days following receipt by the Community Development Director of the applicable DSA Plans. SOCCCD shall not begin construction of the improvements based on DSA Plans under review by City prior to the expiration of such thirty (30) day review period. 4.6 Development Coordination. During the planning and development of the SOCCCD Property, SOCCCD agrees to meet from time to time, at City's reasonable request, with City representatives, including the Community Development Director, and their representatives, to discuss planning, development, and operational issues of mutual concern. Such meetings shall serve as a forum for meaningful, timely and responsive exchange of information concerning the design and development of the SOCCCD Property as well as provide the opportunity for City to advise SOCCCD of other development issues which may affect the SOCCCD Property. 4.7 Existing Habitable Structures. SOCCCD agrees that it will not re -use any existing habitable structures on the SOCCCD Property. Subject to the requirements of Chapter 3 of the Specific Plan, SOCCCD shall, to the extent it has not already done so, demolish habitable structures on the SOCCCD Property existing at the time of transfer to SOCCCD. 5. LAND USES; TRIPS. 5.1 Uses. All buildings to be constructed on the SOCCCD Property shall be designed only for Land Use Category 1 and Land Use Category 2 uses as set forth below. In no event shall the Building Area exceed that permitted pursuant to allocation of ADT's described in Sections 5.3.1 and 5.3.2 below. 5.1.1 Land Use Cate2ory 1 Uses. Uses in "Land Use Category 1" are set forth below. 5.1.1.1 Educational Uses. Uses in Land Use Category 1 shall consist of uses that are education oriented, including all facilities normally found on college campuses, such as classrooms; labs; administration facilities; student support; cafeteria and food services; bookstore; photocopy services; dormitory and student housing; workforce center; maintenance/security/storage facilities and structures; security and guard houses, gates and other security facilities and structures; student health services, other uses which include facilities for traditional and non-traditional advanced education (extension and/or advanced degree opportunities), adult education, continuing education, vocational, job and educational training, and other education and training. The educational activities in buildings categorized as Land Use Category 1 may be undertaken by public, non-profit or for-profit educational institutions; provided, however, that it is the intent of the Parties that a substantial portion of the educational 18 i764-4406 21 126698.14 4101 activities in Land Use Category 1 Building Area will be conducted by public or non-profit educational institutions. Building Area devoted to uses in Land Use Category 1 which are not strictly educational ("Service Uses"), e.g., food services, may be conducted by for-profit entities under contract with educational institutions without affecting the character of such Building Area as Land Use Category 1. In addition, it is understood that educational institutions regularly agree to permit other entities to use facilities primarily devoted to education from time to time in exchange for a payment or other consideration. Such arrangements shall not affect the character of the Building Area involved as Land Use Category 1. 5.1.1.2 Supportive Uses. Also within Land Use Category 1 shall be other uses ("Supportive Uses") that are accessory and subordinate with the educational uses above and which support the educational purpose of the uses described in Section 5.1.1.1 above, provided they do not exceed more than ten percent (10%) of the total Building Area developed under Land Use Category 1 including but not limited to the following: minor support commercial, office and retail service uses; a post office, medical/dental clinics; laboratories and office facilities used for basic and applied research, testing and consulting; industrial/commercial business incubators which support educational programs or provide educational opportunities, or commercial studios (i.e. sound stages and their support facilities, such as mill shops, technical production facilities, and production offices). To the extent that Supportive Uses occupy Building Area in excess of that permitted under this Section, such uses may be accommodated in Building Area designated as Land Use Category 2. 5.1.2 Land Use Category 2 Uses. Uses in "Land Use Category 2" shall consist of non -educational, income producing uses, including private sector uses, provided that such uses shall not adversely impact the Trip Budget under the Specific Plan or other environmental impact category significant thresholds in the CEQA Document, or require a Specific Plan Amendment. No educational component shall need to be associated with the land uses authorized by Land Use Category 2. Any uses that are prohibited by the Specific Plan shall be prohibited in Land Use Category 2. 5.1.3 Ratio of Land Use Category 1 to Land Use Catej4ory 2 5.1.3.1 Minimum Land Use Cateaory 1. Up to one hundred percent (100%) of the Building Area on the SOCCCD Property may be dedicated to Land Use Category 1 uses. At build -out, at least fifty-one percent (51%) of the Building Area on the SOCCCD Property shall be devoted to Land Use Category 1 Uses. Prior to build -out, the minimum percentage of Building Area that must be devoted to Category 1 Uses is set forth in the table in Section 5.1.3.2 below. Nothing herein shall be deemed to require SOCCCD to construct the maximtun Building Area permitted by this Development Agreement. 5.1.3.2 Maximum Land Use Cate2ory 2. At any point in time, the amount of gross square footage of Building Area of Land Use Category 2 space shall be limited and dependent upon the ratio of (a) the gross square footage of Building Area of Land Use Category 1 space ("Land Use Category 1 Space Commenced") which is either (1) completed or (2) for which all necessary permits have been obtained and on which construction has commenced to (b) the gross square footage of Building Area of Land Use Category 2 space 19 5764-44062 1 1266 884 410A I authorized ("Land Use Category 2 Space Authorized") , as set forth in the Table of Required Ratios attached hereto as Exhibit G and incorporated herein by this reference. 5.1.4 Designation of Land Use Category. SOCCCD shall, at the time it submits plans for Courtesy Review under Section 4.2 or far approval under Section 4.3.1.3(b) shall designate whether the improvements contemplated by the plans are for Building Area in Land Use Category 1, including any Supportive Uses, or in Land Use Category 2. SOCCCD shall also at such time submit its calculation of the ratio of Land Use Category 1 Building Area to Land Use Category 2 Building Area (a) that prevails at the time of submission and (b) that will prevail upon the completion of the planned Building Area. 5.2 Permitted Leases. SOCCCD contemplates that all Land Use Category 2 space will be developed and constructed by Permitted Lessees as defined in Section 12.2.1.2, to which SOCCCD will lease portions of the SOCCCD property pursuant to Permitted Leases as defined in Section 12.2.1.2 in the form of long-term ground leases. SOCCCD itself does not intend to develop any Land Use Category 2 space for its own use. 5.3 Trips. 5.3.1 Allocation. The number of Average Daily Trips ("ADT's") assigned to the SOCCCD Property shall be Ten Thousand Four Hundred Seventy (10,470); provided however, that in the event that SOCCCD is in default (after expiration of all applicable notice and cure periods) of its obligations pursuant to that certain Infrastructure Construction and Payment Agreement (Bell Avenue) between City and SOCCCD (a form of which is attached as an exhibit to the City-SOCCCD Land Exchange Agreement), then the number of ADT's assigned to the SOCCCD Property shall be reduced to Five Thousand Four Hundred Seventy (5,470). 5.3.2 Trip Generation Rate Schedule Any uses constructed in the SOCCCD Property shall be deemed by the City to generate the number of AD'T's per 1,000 square feet of Building Area as set forth in the schedule (the "Trip Generation Rate Schedule") attached hereto as Exhibit H. 5.4 Dedications of No Effect. Neither the square footage of development permitted by this Development Agreement nor the ratio of Land Use Category 1 to Land Use Category 2 development nor the number of trips assigned to the SOCCCD Property shall be affected by any dedication of any of the SOCCCD Property to City as right-of-way for Bell Avenue as contemplated by the City-SOCCCD Land Exchange Agreement, by any other dedications or transfers of any of the SOCCCD Property to City for any purpose or by any use of any of the SOCCCD Property for purposes of internal circulation. 6. UTILITIES AND INFRASTRUCTURE. 6.1 Backbone Infrastructure Program. SOCCCD acknowledges and agrees that the development of the SOCCCD Property, together- with the development of the remainder of Tustin Legacy, will require the funding and construction of backbone infrastructure improvements located off the SOCCCD Property, including Tustin Legacy road improvements, traffic and circulation improvements, flood control channels and retention basins, and lighting 20 764-44062'•.1126698.14 4-'10/1 3 Ll and landscaping as provided in the backbone infrastructure program adopted by City ("City's Tustin Legacy Backbone Infrastructure Program"). The City's Tustin Legacy Backbone Infrastructure Program provides for the payment of certain Tustin Legacy Infrastructure Fair Share Contributions ("Fair Share Contributions") by developers of property in Tustin Legacy. 6.1.1 Waiver for Land Use Category 1. City hereby waives and agrees to relieve SOCCCD of its any obligation to pay Fair Share Contributions under City's Tustin Legacy Backbone Infrastructure Program, whether funded by City Community Facilities District(s), by City Assessment District(s), or by City capital facilities fees for Land Use Category 1 Building Area. 6.1.1.1 Liahtin�4 and Landscaping. The foregoing waiver shall not apply to lighting and landscaping backbone infrastructure which may be funded by a City assessment district. 6.1.1.2 No Opposition. SOCCCD agrees not to oppose a determination by City to form an assessment district for lighting and landscaping, and to include the SOCCCD Property in such district, and agrees not to oppose the imposition of assessments on terms that do not discriminate against the SOCCCD Property as compared with other public agency property in the proposed district. 6.1.2 Land Use Category 2 Backbone Contribution. 6.1.2.1 Obligation. With respect to Land Use Category 2 Building Area, SOCCCD shall require that any Permitted Lessee make a Fair Share Contribution to City's Tustin Legacy Backbone Infrastructure Program as set forth in this Section 6.1.2. 6.1.2.2 Per -Foot Contribution Amount. The amount of the Fair Share Contributions for Land Use Category 2 Building Area shall be equal to Nineteen and 38/100 Dollars ($19.35) per square foot of Building Area (the "Per -Foot Contribution Amount"). The Per -Foot Contribution Amount shall be subject to periodic increases as set forth in Section 6.1.2.3 below. The Per -Foot Contribution Amount was calculated using the methodology set forth in the City's Tustin Legacy Backbone Infrastructure Program: 2011 Update which was attached to the City's Agenda Report dated February 7, 2012, and approved by the City Council on February 7, 2012. 6.1.2.3 Periodic Increase. The Per -Foot Contribution Amount shall be increased annually on each anniversary date of the Approval Date by three percent (3%), on a compounded basis. Thus, by way of example, on the fifth anniversary of the Approval Date, the Per -Foot Contribution Amount shall be one hundred fifteen and 94/100 percent (11594%) of the initial Per -Foot Contribution Amount, or Twenty -Two and 47/100 ($22.47) Dollars. If the Applicable Fair Share Contribution (as defined in Section 6.1.2.4 below) has been paid in advance for a certain Building Area but such Building Area is not constructed until after an escalation of the Per -Foot Contribution Amount, such escalation shall have no retroactive effect and no additional amounts shall be owing by SOCCCD towards the Applicable Fair Share Contribution for such Building Area. 21 5764-44062 1 126698.14 410;1; 6.1.2.4 Method of Payment. The "Applicable Fair Share Contribution" for any Land Use Category 2 building or buildings for which a building permit is sought (each, a "Project") on the SOCCCD Property shall be an amount equal to the product of the then -effective Per -Foot Contribution Amount multiplied by the number of square feet of Building Area in the Project. At such time as a building permit to construct Land Use Category 2 Building Area is applied for, the Permitted Lessee or Lessees seeking Such building permit shall pay, as a condition to its issuance, the Applicable Fair Share Contribution for such Project. 6.2 Other Entities' Tustin Legacv Backbone Infrastructure Program. Capital facilities also needed to serve Tustin Legacy are facilities for water (domestic and reclaimed), sewer, electricity, gas, telephone, cable and telecommunications ("Other Entities' Tustin Legacy Backbone Infrastructure Program"). SOCCCD shall pay its fair share contribution to the Other Entities' Tustin Legacy Backbone Infrastructure Program to the full extent permitted by applicable law through connection fees of those entities or as otherwise required by each such entity's rules and regulations for service. 6.3 Horizontal Improvements. SOCCCD acknowledges and agrees that it shall be responsible for design, installation and construction of all Horizontal Improvements for development of the SOCCCD Property and as required by City or other utility providers pursuant to any entitlement conditions, Development Permit, the Specific Plan or any other governmental requirement, subject to the provisions of Section 1.6. "Horizontal Improvements" means the on-site and off-site infrastructure improvements and utilities and dedications, or any applicable payments in lieu of improvements, which are the full required obligation of SOCCCD and are required to be constructed or installed on or in connection with development of the SOCCCD Property, including all public and private streets, roadways, drives, alleyways, sidewalks and all utilities required for the development of the SOCCCD Property or to connect to off-site infrastructure (e.g., utility connections). 6.4 Utilities. 6.4.1 Provision of Utilities. SOCCCD shall be solely responsible for obtaining utility services to serve the SOCCCD Property. Any separate metering of utilities required by any utility service provider shall be the responsibility of SOCCCD. SOCCCD shall pay all service charges, and all initial utility deposits and fees, for water, electricity, sewage, janitorial, trash removal, gas, telephone, pest control and any other utility services furnished to the SOCCCD Property and the improvements on the SOCCCD Property ("Utilities"). The City shall not be liable for any reason for any Loss or damage resulting from an interruption of any of these services. In order to facilitate upgrading of utility systems, City may designate the provider of Utilities and in such event SOCCCD shall use such designated provider; provided that SOCCCD shall have no claim against City, of any type, for any failure of such provider to provide such service, and SOCCCD's remedy, if any, shall be limited to such provider. 6.4.2 Pre-existing Utility Systems. SOCCCD acknowledges and agrees that pre-existing water, electric, sewer, natural gas, and storm drainage systems may have been present on the SOCCCD Property ("UtilitySystems") and that such Utility Systems were transferred to SOCCCD from City as related personal property by a Bill of Sale at the Initial Closing. The Utility Systems other than storm drainage systems are no longer in service for any 22 5764-44062 1 12 698.14 410;1 purpose and SOCCCD may alter or rcmove them at its discretion. SOCCCD shall not, however, alter, modify, repair, replace, or relocate any part of the storm drain systems without the prior written consent of City. Such consent is within the reasonable discretion of City and will not be granted where any such alteration, modification, repair, replacement, or relocation may interfere with the development or reuse of MCAS Tustin. SOCCCD shall be responsible for all costs related to such alteration, modification, repair, replacement, or relocation of such storm drain systems. 7. CONSENT TO REGULATION AND FINANCING. Subject to the applicable provisions of this Development Agreement (including Sections 1.6, 2 and 4), SOCCCD acknowledges and consents to City's regulation of the development and the use of the SOCCCD Property, notwithstanding any other provision of state law or equity to the contrary, including any principle or right of sovereignty or preemption that may otherwise more to the benefit of SOCCCD under the laws of the State of California. SOCCCD acknowledges that its compliance with the regulatory program as described in this Development Agreement is required by the Specific Plan and is a primary inducement in securing (1) the conveyance of the SOCCCD Property from the Government and (2) City's support and approval of such conveyance. 8. ENVIRONMENTAL PROVISIONS 8.1 As Is, Where Is, With All Faults. 8.1.1 Acknowledgment. SOCCCD acknowledges and agrees that SOCCCD has examined the Subsequent Parcels and will accept the property in an "AS IS, WHERE IS, WITH ALL FAULTS" condition, in its present state and condition and with all faults, if any. SOCCCD further acknowledges and agrees, except as otherwise provided in this Development Agreement, that City has not made and does not make and specifically negates and disclaims any representations, warranties, promises, agreements or guarantees of any kind or character, whether express or implied, oral or written, past, present or future, whether by City or any of its agents, elected or appointed officials, or representatives or employees. 8.1.2 Environmental Condition of SOCCCD Property; Restrictions. SOCCCD acknowledges and agrees that the acquisition of the SOCCCD Property by SOCCCD has been and will be subject to other conditions, restrictions, and clauses contained in many of the environmental reports prepared for the City Property, including without limitation the Conveyance Agreement, the Environmental Baseline Study ("EBS"), the Finding of Suitability to Transfer ("FOST"), any quitclaim deed for the SOCCCD Property from the Navy, the Finding of Suitability to Lease ("FOSL"), and the Final EISIEIR ("Environmental Reports"), and that City has provided, or provided access to, all such Environmental Reports known to City. 8.2 Environmental Mitigation. SOCCCD shall install, contribute, dedicate, improve, or otherwise provide all necessary Environmental Mitigation (as defined below in this Section) as applicable for the use and development of the SOCCCD Property. Such mitigation shall be fully installed or completed as identified in the CEQA Document. The Environmental Mitigation required for the SOCCCD Property is described in the CEQA Document and in the 23 764-44062''.1126698.14 4 10;13 Federal Deed conveying the City Property from the Government to City. "Environmental Mitigation" means the improvements, dedications, and applicable payments in lieu of improvements, and the implementation, installation or performance of measures or tasks attributed to the development and use of the SOCCCD Property that have been identified in the CEQA Document; or any subsequent required environmental documentation, as a mitigation measure which should or will be imposed as a condition of approval of any development on the SOCCCD Property. 8.3 Adequacy of the CEQA Document. SOCCCD acknowledges that the CEQA Document, is a legally adequate and sufficient document, prepared, certified, and approved in a manner consistent with all applicable provisions of federal and state law, and SOCCCD and City acknowledge that the CEQA Document is the controlling program environmental document governing this Development Agreement, but only to the extent SOCCCD uses the SOCCCD Property in the manner provided in Section 4 of this Development Agreement. SOCCCD acknowledges and agrees that it is also required to comply with all requirements of CEQA and its implementing regulations in adopting the program document and any additional required supplemental documentation for the acquisition of the SOCCCD Property and for individual projects on the SOCCCD Property. 9. TRANSFER AND CONVEYANCE. 9.1 Initial and Subsequent Closing. The City conveyed to SOCCCD the Initial Parcel in the Initial Closing on April 29, 2004. The City agrees to provide to SOCCCD a deed for the conveyance of the Current Sublease Area to SOCCCD in one or more Subsequent Closings no later than forty-five (45) days after City receives title from the Government of such Current Sublease Area. 9.2 Escrow Instructions. This Development Agreement shall constitute the joint escrow instructions of SOCCCD and City to Escrow Holder (First American Title) to open an escrow. Escrow Holder shall not prepare any further escrow instructions restating or amending this Development Agreement unless specifically so instructed by City and SOCCCD in writing. Any such supplemental escrow instructions must be in writing and signed by City and SOCCCD and accepted by the Escrow Holder as effective. 9.3 Forms of City-SOCCCD Conveyances. SOCCCD hereby approves the Form of Quitclaim Deed attached hereto as Exhibit I ("Form of Quitclaim Deed") for use with the Subsequent Closings. SOCCCD acknowledges that the Navy may require modifications to the Form of Quitclaim Deed, which modifications may arise out of any conditions to the FOST for the Current Sublease Area which the Navy may have issued with respect to the Current Sublease Area. SOCCCD shall have the right to accept or reject any changes to the Form of Quitclaim Deed required by the Navy to be used to convey the Current Sublease Area, and agrees to be reasonable in the exercise of its discretion to accept or reject such modifications to the form of the Form of Quitclaim Deed; provided however, that if SOCCCD rejects such changes, then SOCCCD shall waive its right to receive fee title to such portion of the Current Sublease Parcels. 24 764-4406 2`, 1126648.14 4,10;1 9.4 Quitclaim Deed. Subject to the provisions of Section 9.3 above, the SOCCCD Property shall be conveyed by one or more good and sufficient quitclaim deeds in substantially the form of the Forel of Quitclaim Deed. 9.5 Survevs and Title Insurance. With respect to the Subsequent Closings, SOCCCD shall have the right to request and obtain an ALTA extended coverage owner's policy of insurance and any other title endorsements as SOCCCD deems necessary; provided that the issuance of an ALTA Policy shall not delay the Close of Escrow and shall not be a condition precedent to the Close of Escrow. Any title insurance that may be desired by SOCCCD shall be procured at its sole cost and expense. The City shall cooperate with SOCCCD or its authorized agent and shall permit examination and inspection of any documents relating to the title of the SOCCCD Property as it may have available. If such searches disclose title exceptions that appear to be in error to SOCCCD, City agrees to cooperatively work with SOCCCD to have the title exceptions removed, released, or insured over recognizing that the SOCCCD Property is being conveyed by City "As Is". 10. ESCROW CLOSING. 10.1 Applicability. The following provisions concerning escrow closings shall apply to any Subsequent Closing that occurs after the Effective Date. 10.2 City Document Deliveries. The City shall deliver to the Subsequent Closing or Closings, as appropriate, the following documents reasonably satisfactory to SOCCCD and in a form previously reviewed and approved by SOCCCD, duly authorized, executed, and notarized: 10.2.1 Quitclaim Deed substantially in the form of the Form of Quitclaim Deed conveying fee ownership of the SOCCCD Property to SOCCCD. 10.2.2 A Federal "FIRPTA" Affidavit executed by City certifying that City is not a "foreign person" under the Foreign Investment in Real Property Tax Act. 10.2.3 California's Real Estate Withholding Exemption Certificate Form 597-W. 10.2.4 Such proof of City's authority and authorization to enter into this Development Agreement and consummate the transactions contemplated hereby, and such proof of the power and authority of the individuals(s) executing and/or delivering any instruments, documents or certificates on behalf of City to act for and/or bind City as may be reasonably required by the Title Company and/or SOCCCD. 10.2.5 Certificate confirming that City's representations in this Development Agreement are true and correct as of the date of the Closing in substantially the form set forth in Exhibit J. 10.2.6 Such other documents or instruments as Escrow Holder may reasonably request to consummate the transaction contemplated herein. 25 _5764-440621 1126698.14 4 10; 13 10.3 SOCCCD Document Deliveries. SOCCCD shall deliver to the Subsequent Closing or Closings. as appropriate, the following documents reasonably satisfactory to City and in a form previously reviewed and approved by City, duly authorized, executed, and notarized: 10.3.1 Quitclaim Deed substantially in the form of the Form of Quitclaim Deed conveying fee ownership of the SOCCCD Property to SOCCCD. 10.3.2 Such proof of the SOCCCD's authority and authorization to enter into this Development Agreement and to consummate the transactions contemplated hereby, and such power and authority of the individuals(s) executing and delivering any instruments, documents or certificates on behalf of SOCCCD to act for and/or bind SOCCCD as may be reasonably required by the Title Company and/or City. 10.3.3 Certificate confirming that the SOCCCD representations in this Development Agreement are true and correct as of the date of the Closing in substantially the form set forth in Exhibit K. 10.3.4 Such other documents or instruments as Escrow Holder may reasonably request to consummate the transaction contemplated herein. 10.4 Procedures for Conveyance of SOCCCD Property from City to SOCCCD. 10.4.1 Costs and Expenses. All costs and expenses of Closing shall be the responsibility of SOCCCD. 10.4.2 Other Actions of Escrow Holder. At the Close of Escrow and subject to satisfaction or waiver by the benefited party of any of the document delivery requirements noted in Section 10.1 or 10.2 Escrow Holder shall promptly undertake the following in the manner indicated below: 10.42.1 Funds. Debit all expenses of escrow to SOCCCD to be deposited with the Escrow Holder by SOCCCD. 10.4.2.2 Recording. Cause the Quitclaim Deed and other documents which SOCCCD and City may mutually direct, or which may be required to be recorded by the terms of this Development Agreement, to be recorded in the Official Records, obtain conformed copies thereof and distribute same to SOCCCD and City. 10.4.2.3 Title Policy. If requested by SOCCCD, direct the Title Company to issue SOCCCD's Title Policy to SOCCCD. Concurrent with the issuance of the Title Insurance Policy and City's Title Insurance Policy, if any, the Title Company shall provide endorsements as may be requested by the respective insured parties. 10.4.2.4 Delivery of Documents to SOCCCD and City. Deliver to SOCCCD and City original Counterparts (and conformed copies, if applicable) of the Quitclaim Deed, the FIRPTA Certificate, the California Form 597-W and other documents (or copies thereof) deposited into Escrow by SOCCCD or City pursuant hereto, and deliver to SOCCCD and City a certified copy of their respective Escrow closing statements. 26 ;764-44062`,1126698.14 4 10;U 10.4.2.5 Other Actions. Take such other actions as the SOCCCD and City direct pursuant to mutually executed supplemental escrow instructions. 10.5 Amendment of Prior Instruments. Any Quitclaim Deeds recorded and Bills of Sale delivered prior to the Effective Date hereof contain covenants, conditions and restrictions ("Quitclaim CC&R's") provisions concerning transfers and uses that are inconsistent with those contained in this Development Agreement. Such Quitclaim CC&.R's and Bills of Sale shall be amended to conform with this Development Agreement as provided in the City- SOCCCD Exchange Agreement. 11. COVENANTS AND RESTRICTIONS. 11.1 Maintenance Covenant. From and after the date of acquisition by SOCCCD of any portion of the SOCCCD Property, SOCCCD and its successors shall: (1) maintain the portions of the SOCCCD Property owned by it in a clean condition:(ii) abate weeds and other hazards or nuisances, (iii) maintain any improvements on the SOCCCD Property under construction consistent with construction industry practice; and (iv) upon completion of all or any portion of improvements, maintain improvements in the same aesthetic and same condition or better as the condition of the improvements at the time a certificate of occupancy (or its equivalent) is issued on the improvements, reasonable wear and tear excepted. 11.2 Non -Discrimination and Equal Opportunity. 11.2.1 Employment Practices. SOCCCD covenants and agrees, for itself and its successors, that (a) it shall not discriminate against any employee or applicant for employment on any basis prohibited by law and (b) it has received and read, understands and agrees to be bound with respect to the entirety of the SOCCCD Property by the Non -Discrimination Covenant contained in the Navy Deed. SOCCCD shall provide equal opportunity in all employment practices. 11.2.2 Obligation to Refrain from Discrimination. SOCCCD covenants and agrees for itself and its successors that there shall be no discrimination against or segregation of any person, or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the use, occupancy, tenure, or enjoyment of the SOCCCD Property nor shall SOCCCD itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, subtenants, sublessees or vendees of the SOCCCD Property. 11.2.3 Form of Nondiscrimination and Nonse reaation Clauses. All deeds, leases or contracts that SOCCCD enters into that affect the SOCCCD Property shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 11.2.3.1 In Deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or scgregation of, any person or 27 576-1 44062 1 1 2669�. 14 group of persons on account of race, color, creed, religion, sex, sexual orientation. marital status, national origin or ancestry in the sale, lease, sublease, transfer, use. occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 11.2.3.2 In Leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased." 11.2.3.3 In Contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming udder or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." 12. CHANGES TO OWNERSHIP AND CONTROL BY SOCCCD. 12.1 Restrictions on Rights and Powers Under Agreement. SOCCCD agrees that no voluntary or Involuntary successor in it of SOCCCD shall acquire any rights or powers under this Development Agreement or in the SOCCCD Property except as set forth in this Article 12. 12.2 Restrictions on Transfer. SOCCCD and its successors -in -interest shall not effect, or agree to effect, any transfer. sale, assignment, gift or other conveyance of all or any portion of the SOCCCD Property or any improvements thereon or any interest therein, or any 28 5;64-44062`1126698.14 4 to 13, right or interest under this Development Agreement, whether voluntarily, involuntarily or by operation of law or otherwise (collectively, a "Transfer"), unless such Transfer is a Permitted Transfer as defined below. 12.2.1 Permitted Transfers. The following transactions shall be Permitted Transfers (each, a "Permitted Transfer") and the transferee of each such Permitted Transfer shall be a "Permitted Transferee": 12.2.1.1 Easements. Granting of easements or similar rights to public utilities or governmental or quasi -governmental entities in the ordinary course of development or operation of the SOCCCD Property in accordance with the provisions of this Development Agreement. 12.2.1.2 Leases and Subleases. Any lease or subleases (hereinafter, collectively "Lease") for occupancy of the SOCCCD Property, provided that, as set forth below, either (a) City has approved the identity of the lessee or sublessee (hereinafter, collectively, "Lessee") or (b) such Lessee is exempt from the requirement of City approval. A Lessee that has been approved by City pursuant to this Section 12.2.1.2 is herein sometimes called "Permitted Lessee" and the Lease entered into with a Permitted Lessee is herein sometimes called a "Permitted Lease." (a) Approval of Lessee. In the event SOCCCD desires to effect a Lease, SOCCCD shall not enter into any such Lease unless City shall have approved the identity of the Lessee under any such Lease in accordance with the terms of this Subsection 12.2.1.2(a), or such Lease shall not require City approval pursuant to Subsection 12.1.2(b) below. (i) Submission of Information. SOCCCD shall first notify City of its desire to enter into a Lease of the SOCCCD Property. SOCCCD shall also submit to City in writing: (1) The name and address of the proposed Lessee; (2) The nature of the proposed Lessee's business to be carried out in the premises covered by the Lease; (3) The commencement date, the term and the permitted uses under the proposed Lease; (4) Current financial statements to the extent existing (and if not, then other reasonable evidence of financial resources) to 29 X764-44062 1126699.14 4r10i13 demonstrate that the proposed Lessee is financially responsible; (5) The names of the persons or entities who manage or control the affairs of the proposed Lessee; and (6) Information regarding the experience of the proposed Lessee (and the persons managing In or controlling such Lessee) in owning or operating enterprises such as or similar to the enterprises to be pursued under the proposed Lease. Approval or Disapproval. Within twenty (20) Business Days after receipt of the relevant information reasonably requested by City, City shall give SQCCCD or its successor written notice of approval or disapproval of the proposed Lessee. Any such disapproval by City shall specify the reasons for the disapproval. Failure to give notice of disapproval the twenty -day period described above shall be deemed approval of the Lessee. (iii) Extent of Approval Rights. The City's approval rights shall apply only to the identity of the Lessee and shall not apply to the terms of the Lease. City's approval of a Lessee shall not be unreasonably withheld. (b) Leases Not Requiring City Review. Notwithstanding anything herein to the contrary, Lessees under the types of Leases described in this Section 12.2.1.2 (b) ("Exempt Leases") shall not require any City approval, and the Leases entered into with such Lessees shall be considered Permitted Transfers and Permitted Leases hereunder, and the Lessees thereof shall be considered Permitted Transferees and Permitted Lessees. (i) Land Use Category 1. For Land Use Category 1 space, the following Leases shall be Exempt Leases: (1) Leases for a term of one (1) year or less; (2) Leases of Building Area (as opposed to Leases of Land or (Yround), including any associated parking, of any duration for any Land Use Category ] Uses; 30 5 704-44002', 1126698.14 4510!1; (3) Leases of any portion of the SOCCCD Property of any duration for any use which is incidental or occasional; i.e., for a use which occurs no more frequently than twice per week; (4) Leases of any portion of the SOCCCD Property to the Lessee under an existing Lease for purposes connected with, in furtherance of, or incidental to, such Lease, provided such Lessee shall have received City approval in connection with such existing Lease; and (5) Leases which provide for the concurrent use with SOCCCD of Building Area for any Land Use Category 1 Use. (ii) Land Use Category 2. Leases for a term of one (1) year or less for Land Use Category 2 space shall be Exempt Leases. (iii) Annual Report. The Annual Report shall include a statement setting forth, with respect to each Exempt Lease entered into since the previous Annual Report: (A) the name of the Lessee, (B) the nature of the business conducted in the premises, (C) the square footage covered by the Exempt Lease, (D) the term of the Exempt Lease, and (E) a statement covering the following topics: (1) whether the use is occasional or continuous, (2) whether the use is shared or exclusive, (3) whether or not the Exempt Lease is in furtherance of an existing Lease. (c) Specific Plan. Notwithstanding the provisions of Section 12.2.1.2(b) above, lessees and sublessees covered by such Section shall be subject to the applicable provisions of the Specific Plan requiring Conditional Use Permits, Temporary Use Permits, Outdoor Gathering Permits and similar permits, and SOCCCD shall so state in any writing evidencing any lease, sublease or license of any portion of the SOCCCD Property entered into with any such lessee or sublessee. 12.2.1.3 Permitted Mortgages. The granting of any mortgage, deed of trust and other encumbrance meeting the definition of a Permitted Mortgage as provided in Section 12.6 below. 12.2.1.4 Foreclosures. The foreclosure of any Permitted Mortgage (or any sale thereunder), whether by judicial proceedings or by virtue of any power contained in any such Permitted Mortgage, or any conveyance of any of the SOCCCD Property from SOCCCD to 31 5764-44062' 112(698.14 4101, any Permitted Mortgagee or its designee through, or in lieu of, foreclosure or other appropriate proceedings in the nature thereof (collectively, "Permitted Foreclosures"), The purchaser cinder any Permitted Foreclosure shall be deemed to be a Permitted Transferee hereunder. The effects of a Permitted Foreclosure are further discussed in Section 12.7 below. 12.2.1.5 Certain Options. Options to purchase or lease any portion of the SOCCCD Property if such option is not exercisable by the optionee until after the Term of this Agreement has expired. 12.2.1.6 City Consent. Any other Transfer as to which SOCCCD or its successor in interest receives the prior written consent of City, which consent may be withheld by City in its reasonable discretion. 12.2.2 SNDA. If requested by any of City, any Permitted Transferee or SOCCCD, the non -requesting parties shall execute in recordable form and deliver a Subordination, Non -Disturbance and Attornment Agreement (each, an "SNDA") in substantially the form of Exhibit L attached hereto, provided that the requesting party shall also execute the same. The fully executed SNDA shall be recorded in the Official Records by the requesting party within thirty (30) days after its receipt of the executed SNDA from the non -requesting parties. The provisions of this Section 12.2.2 shall not apply to Permitted Mortgagees, which are granted other protections as provided in Section 12.6 below. 12.3 Other Transfers. For the purposes of this Development Agreement, "Transfer" also shall include any of the following: 12.3.1 If SOCCCD is or becomes bankrupt or insolvent or if any involuntary proceeding is brought against SOCCCD (unless, in the case of a petition filed against SOCCCD, the same is dismissed within ninety (90) days), or SOCCCD makes an assignment for the benefit of creditors, or institutes a proceeding under or otherwise seeks the protection of federal or State bankruptcy or insolvency laws, including the filing of a petition for voluntary bankruptcy or instituting a proceeding for reorganization or arrangement; 12.3.2 If a writ of attachment or execution is levied on this Development Agreement or on the SOCCCD Property, or on any portion thereof, where such writ is not discharged within ninety (90) days; or 12.3.3 If, in any proceeding or action in which a Party is a party to such proceeding or action, a receiver is appointed with authority to take possession of the SOCCCD Property, or any portion thereof, or any improvements thereon, where possession is not restored to the Party within ninety (90) days. 12.4 Improper Transfers. If there is any Transfer that is not a Permitted Transfer, such Transfer shall be a Potential Default under this Development Agreement as of the date of the Transfer. In the event of a Transfer in violation of this Article 12, City shall have all remedies available to it at law and in equity, including the right to exercise the Right of Reversion as defined in article 13 as to the portion of the SOCCCD Property so transferred. 32 s764-44062 1 126698,14 4;10;1 12.5 Assignment to Holders of Permitted Mortaaaes. Nothing contained in this Development Agreement shall restrict the right of SOCCCD to conditionally or unconditionally assign its rights and obligations under this Development Agreement to the holder of a Permitted Mortgage (as defined below) if such assignment is required to obtain financing for development of any portion of the SOCCCD Property. 12.6 Mortgaj4ee Protection. 12.6.1 Permitted Mort2aaes. Notwithstanding any other provision of this Development Agreement to the contrary, SOCCCD and any of its Permitted Lessees (each, a "Borrower") shall have the right to encumber their respective interests in portions of the SOCCCD Property with a mortgage, deed of trust or other lien or a sale/leaseback transaction for financing purposes (collectively, a "Mortgage") securing the repayment of money subject to compliance with the terms, conditions and limitations set forth in Section 12.6.2. The mortgagee, beneficiary or lienor of a Mortgage or a lessor in a sale/leaseback transaction is hereinafter called a "Mortgagee." Liens complying with such terms and entered into by SOCCCD and Permitted Lessees are hereinafter sometimes called "Permitted Mortgages" and the mortgagees, beneficiaries or lienors thereof are hereinafter sometimes called "Permitted Mortgagees." 12.6.2 Conditions to Permitted Mort2al4e Status. A Permitted Mortgage, in order to be deemed as such, shall comply with all of the following requirements: 12.6.2.1 First Priority. Permitted Mortgages shall be limited to Mortgages which are executed and delivered to obtain financing necessary to pay the cost of Horizontal Improvements or improvements to the SOCCCD Property permitted under the terms of this Development Agreement and which are prior and superior to any other lien given to secure the repayment of money. 12.6.2.2 No Cross -Collateralization. No portion of the SOCCCD Property shall be cross -collateralized to serve as additional security for any other loan by a Permitted Mortgagee, which is also secured by real property other than SOCCCD Property, the improvements thereon, any portion thereof or any interest therein, without City's consent in its sole discretion; provided, however, that a Permitted Mortgagee which has made more than one loan secured by all or any portion of the SOCCCD Property and by no off-site property may cross -col lateral Ize those loans. 12.6.2.3 Citv Review of Documents and Information. At least thirty (30) days prior to entering into any Mortgage, the Borrower shall deliver to City the proposed Mortgagee's loan documents and such other information, including the name and current financial statements of the proposed Mortgagee, as may be reasonably necessary for City to confirm the matters described in this Section 12.6.2, and City shall have the right to review the loan documents to ascertain that they comply herewith. The Borrower shall also include the information called for by Section 12.6.2.5 below regarding whether the proposed Mortgagee is an Institutional Lender (as defined below) or not. 33 764-44062'1126698.14 4i 10/ I ; 12.6.2.4 Notice to Citv. The loan documents shall include a provision requiring the Mortgagee to provide notice to City concurrently with the provision of any notice to the Borrower of any event which has occurred which is a default under the loan documents or which would trigger the commencement of any cure periods under the loan documents, and providing City with a right to cure any such default up to one week before the comptetion of any foreclosure. 12.62.5 Institutional Lender. The prospective Mortgagee shall either be an Institutional Lender or shall have been approved by City as provided below. For purposes hereof, an "Institutional Lender" shall mean a foreign or domestic commercial bank, trust company, savings bank. savings and loan association, life insurance company, real estate investment trust, pension trust, pension plan or pension fund, a public or privately -held fund engaged in real estate and/or corporate lending, or any other financial institution commonly known as an institutional lender (or any Affiliate thereof) having a minimum paid up capital (or net assets in the case of a pension fund) of One Hundred Million Dollars (S 100,000,000). In the event that a proposed Permitted Mortgagee is not an Institutional Lender, then the identity of such proposed Mortgagee shall be subject to approval by City as provided below. (a) The Borrower shall state in its submission to City whether the Borrower considers the proposed Mortgagee to be an Institutional Lender or not. (b) If the Borrower indicates in its submission that the proposed Mortgagee is not an Institutional Lender, the Borrower shall provide City with the following additional information: (i) the names of all Persons who own, directly or indirectly, a five percent (5%) or more interest in the proposed Mortgagee, (ii) a statement describing other real estate projects for which financing has been provided by the proposed Mortgagee in California over the preceding five (5) year period, the dates of involvement by the proposed mortgagee with such projects and the success of the projects, which statement shall be made under penalty of perjury by the manager, president or other person with appropriate authority from the proposed mortgagee to do so and (iii) such other relevant information that City may reasonably request. 12.6.2.6 City Action Required. No hen shall be a Permitted Mortgage and no Lienor shall be a Permitted Mortgagee or be entitled to the protections provided to Permitted Mortgagees under this Development Agreement unless such proposed mortgagee and its mortgage have been reviewed and, if required, consented to, by City pursuant to this Section 12.5.2. 12.6.2.7 Citv's Acknowledgment of Permitted iVlort2aaee Status. Within thirty (30) days following SOCCCD's delivery of the loan documents and information required under Section 12.6.2.3, City shall acknowledge receipt of the name and address of any 34 s764-44062,11266 8.14 4d 011 13 mortgagee (or proposed mortgagee), and either (a) confirm to the Borrower and such mortgagee that such mortgagee is (or would be, upon closing of its loan) a Permitted Mortgagee and has (or would have) all the rights of a Permitted Mortgagee under this Development Agreement and is (or would be) an Institutional Lender, if applicable, or (b) if City determines that any proposed Mortgagee does not or would not qualify as an Institutional Lender and is unacceptable to City, give notice of such determination to the Borrower and the proposed lienor, which notice shall specify the basis for such determination. If a Mortgage is confirmed as a Permitted Mortgage pursuant to this Section 12.6.2.7, the Mortgagee thereof shall be deemed a Permitted Mortgagee and shall entitled to the protections provided to Permitted Mortgagees under this Development Agreement. 12.6.3 Delivery of Documents; No Changes. The Borrower or the Permitted Mortgagee shall deliver to City copies of all the loan documents associated with a Permitted Mortgage in the form executed by the parties thereto within thirty (30) days after the execution thereof. Once City has approved loan documents as satisfying the requirements of Section 12.6.2, the Borrower shall not modify or agree to modify those loan documents in a manner affecting the requirements of Section 12.6.2 without the prior written approval of City in its reasonable discretion. 12.6.4 Right of City to Cure Permitted Mortgage. In the event of an uncured event of default by the Borrower under a Permitted Mortgage, City may at its option, but shall not be obligated to, cure the event of default up to one week prior to completion of any foreclosure. In such event, City shall be entitled to reimbursement by the Borrower of all direct and actual costs and expenses incurred by City in curing the default. Such reimbursement amount may be secured at City's option by a lien against the SOCCCD Property. Any such lien shall be subordinate and subject to existing Permitted Mortgages permitted pursuant to this Development Agreement. 12.6.5 Protections Available to Permitted Mort agees. Permitted Mortgages and Permitted Mortgagees shall be entitled to the following protections: 12.6.5.1 Permitted Mortgage Not a Transfer. The recordation of a Permitted Mortgage shall not constitute an assignment or Transfer, under the terms hereof, of any of the SOCCCD Property, nor shall any Permitted Mortgagee, as such, or in the exercise of its rights under its Permitted Mortgage or this Development Agreement, be deemed to be an assignee or transferee or mortgagee in possession of any of the SOCCCD Property so as to require such Permitted Mortgagee to assume or otherwise be obligated to perform any of SOCCCD's obligations under this Development Agreement. 12.6.5.2 Subordination of Right of Reversion. City shall execute and deliver in recordable form such written instruments necessary or proper to confirm the subordination of its Right of Reversion to any prospective Permitted Mortgage as may reasonably be requested by the Permitted Mortgagee thereof. 12.6.5.3 No Impact on Lien. This Development Agreement shall be superior and senior to all liens placed upon the SOCCCD Property or portion thereof after the Effective Date hereof. Notwithstanding the foregoing, no breach of any of the covenants, 35 764-44062,1 126698.14 4/1011 conditions, restrictions, or reservations contained in this Development Agreement shall defeat or render invalid the lien of any Permitted Mortgage made in good faith and for value as to the SOCCCD Property or any portion of the SOCCCD Property or interest therein. Unless otherwise herein provided, the terms, conditions, covenants, restrictions and reservations of this Development Agreement shall be binding and effective against the Permitted Mortgagee and any owner of the SOCCCD Property, or any portion of the SOCCCD Property, whose title thereto is acquired by foreclosure, trustee's sale, deed -in -lieu of foreclosure or otherwise. 12.6.5.4 Notice to Permitted Mortaal4ees of Default Hereunder. A Permitted Mortgagee under any Permitted Mortgage or a Permitted Lessee under any Permitted Lease affecting a portion of the SOCCCD Property shall be entitled to receive concurrent notice ("Notice of General Default") of any Section 2 Default or any Material Default (collectively, a "General Default") by either Party hereto subject to the further provisions of this Section 12.6.5..4. (a) Request for Notice. In order to be entitled to a Notice of General Default, a Permitted Mortgagee shall have delivered written request for same to the Party from whom the Permitted Mortgagee wishes to receive such notice of default, specifying both the Permitted Mortgagee's name and address and the name of the Party as to whose default the Permitted Mortgagee wishes to receive such notice. (b) Effect of Failure to Give Notice. Failure of a Party to deliver a concurrent copy of such Notice of General Default to the Permitted Mortgagee shall not affect in any way the validity of the Notice of General Default as it relates to the defaulting Party, but in any subsequent proceedings arising from the Notice of General Default without the requested concurrent notice to the Permitted Mortgagee, the interest of the Permitted Mortgagee and its lien or interest upon the affected Parcel shall not be affected in any way until such time as it has received proper notice and all cure periods with respect thereto have expired. (c) Manner of Givinf4 Notice. Any such Notice of General Default to a Permitted Mortgagee shall be given in the same manner as provided in Section 19. The giving of any Notice of General Default or the failure to deliver a copy to any Permitted Mortgagee shall in no event create any liability on the part of the Person so declaring a General Default. 12.6.5.5 Permitted klortgaf4ees' Rights to Cure. Permitted Mortgagees shall have the right, but not the obligation, as further provided herein, at any time and without payment of any penalty, (a) to pay any amounts due to City, (b) to do any other act or thing 36 5764-44062',1 126698.14 4 10/1 required of SOCCCD under this Development Agreement, (c) to do any act or thing which may be necessary or proper to be done in the performance and observance of this Development AIn greement to prevent termination of Section 2 of this Development Agreement or any other provisions hereof, or (d) otherwise to cure or remedy any General Default. Notwithstanding any other provision of this Development Agreement to the contrary, if any General Default shall occur which, pursuant to any provision of this Development Agreement, entitles City to exercise any rights arising hereunder or at law or equity, the City shall not be entitled to exercise such rights unless (1) City, following the expiration of any periods of time given to SOCCCD in this Development Agreement to cure such General Default, shall have given Notice of General Default to each Permitted Mortgagee stating City's intent to exercise such rights of City, and (ii) within ninety (90) days after delivery of such notice, such Permitted Mortgagee shall fail to either: (a) If the General Default consists of the nonperformance by SOCCCD of any covenant or condition of this Development Agreement requiring the payment of money by SOCCCD to City, to perform or cause the performance of all of such covenants and conditions requiring the payment of money; or (b) If the General Default does not involve a covenant or condition of this Development Agreement requiring the payment of money by SOCCCD to City, either, in Permitted Mortgagee's sole discretion, (a) cure such non - monetary General Default, or (b) commence, or cause any trustee under the Permitted Mortgage to commence, within ninety (90) days after the provision of written notice by City to the Permitted Mortgagee as provided above, to cure such non -monetary General Default and thereafter use commercially reasonable efforts to pursue such cure. In the event that a Permitted Mortgagee or Foreclosure Transferee (as defined below) is unable to cure a non -monetary General Default, such non -monetary General Default shall be deemed cured if such Permitted Mortgagee shall have diligently pursued to completion steps and proceedings to foreclose on its lien or shall have obtained a deed in lieu of foreclosure under the Permitted Mortgage. 12.6.5.6 Extension of Time to Foreclose. If any Permitted Mortgagee is prohibited from commencing or prosecuting Foreclosure or other appropriate proceedings in the nature thereof by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving the Borrower, the times specified in Section 12.6.5.5 above, for commencing or prosecuting foreclosure or other proceedings shall be extended for the period of the prohibition. 12.6.5.7 Amendment, Termination. No amendment or modification to this Development Agreement made without the consent of any Permitted Mortgagee of any 37 5764-44062\1126645.14 4/10/13 Parcel shall be binding upon such Permitted Mortgagee or its successors in interest. SOCCCD shall not terminate this Development Agreement as to any portion of the SOCCCD Property which is subject to any Permitted Mortgage without first obtaining the prior written consent of 1-1 all Permitted Mortgagees whose Permitted Mortgages encumber that portion of the SOCCCD Property, 12.6.5.8 Condemnation Proceeds; Insurance Proceeds. Except as otherwise expressly set forth in this Development Agreement, the rights of any Permitted Mortgagee, pursuant to its Permitted Mortgage, to receive condemnation or insurance proceeds which are otherwise payable to such Permitted Mortgagee or to a Party which is its mortgagor shall not be impaired. 12.6.5.9 Modification of Article; Conflicts, No Party shall unreasonably withhold its consent to such modifications of this Development Agreement as are reasonably requested by a Permitted Mortgagee, provided that the rights of any such Party will ID not be materially impaired, diminished, limited or delayed, nor the obligations of such Party increased in any material respect as a result of such modifications. 12.6.6 No Estoppel. No Permitted Mortgagee shall have the right to use the failure of City to provide notice to any other Permitted Mortgagee as a claim, defense or estoppel to application of these provisions with respect to its Permitted Mortgage. 12.7 Permitted Foreclosures. 12.7.1 Consent Not Required. No Permitted Foreclosure shall require the consent of City or constitute a breach of any provision of, or a Potential Default or a Material Default under, this Development Agreement, 12.7.2 Purchasers in Permitted Foreclosures. In the event of a Foreclosure, (a) all of the provisions contained in this Development Agreement shall be binding upon and benefit the purchaser or other transferee ("Foreclosure Transferee") who acquires title to all or any portion of the SOCCCD Property and (b) City shall recognize Foreclosure Transferee in connection therewith as in the place and stead of SOCCCD under this Development Agreement. 12.7.3 Opportunity to Cure. Notwithstanding anything to the contrary herein, any Foreclosure Transferee shall have the right, at any time within ninety (90) days from and after the date of that such Foreclosure Transferee acquired title to a portion of the SOCCCD Property, to cure any General Default (as defined below) in accordance with the following: 12.7.3.1 If the General Default consists of the nonperformance by SOCCCD of any covenant or condition of this Development Agreement requiring the payment of money by SOCCCD to City, to perform or cause the performance of all of such covenants and conditions requiring the payment of money; or 12.7.3.2 If the General Default does not involve a covenant or condition of this Development Agreement requiring the payment of money by SOCCCD to City and the General Default affects or is affected by the real property acquired in the Permitted Foreclosure, in Foreclosure Transferee's sole discretion, use commercially reasonable efforts either (a) to cure 38 5764-4406-T%1126698. i -i 41110/13 such non -monetary General Default, or (b) to commence to cure such non -monetary General Default and thereafter pursue such cure to completion. If the provisions of Section 12.6.5.5 above regarding incurable defaults shall have applied to such General Default prior to Foreclosure. then such non -monetary General Default shall be deemed to have been cured and the Foreclosure Transferee shall have no obligation to cure the same. 12.7.4 Stay of Reversion. Notwithstanding anything to the contrary herein, if any Permitted Mortgagee has commenced and diligently prosecuted to completion foreclosure proceedings in accordance with Section 12.6.5.5 regarding incurable defaults, then (i) City's right to exercise the Right of Reversion triggered by such Material Default shall be stayed for a period of three (3) years from the date upon which the Foreclosure Transferee obtains title to the Reversion Area, and (ii) thereafter may only be exercised with respect to that particular Material Default if such Foreclosure Transferee has not within such three (3) year period cured the Material Default. 12.7.5 Bankruptcy Affeetina SOCCCD. If SOCCCD, as debtor in possession, or a trustee in bankruptcy for SOCCCD rejects this Development Agreement in connection with any proceeding involving SOCCCD under the United States Bankruptcy Code or any similar state or federal statute for the relief of debtors (a `Bankruptcy Proceeding"), then City agrees for the benefit of each and every Permitted Mortgagee that such rejection shall be deemed SOCCCD's assignment of the Development Agreement and the SOCCCD Property to SOCCCD's Permitted Mortgagee in the nature of an assignment in lieu of foreclosure. Upon such deemed assignment, this Development Agreement shall not terminate and each Permitted Mortgagee shall become SOCCCD hereunder as if the Bankruptcy Proceeding had not occurred, unless such Permitted Mortgagee shall reject such deemed assignment by written notice to City within thirty (30) calendar days after receiving notice of SOCCCD's rejection of this Development Agreement in Bankruptcy Proceedings. 12.7.6 Maintenance Obligations. Upon obtaining title to the SOCCCD Property or any portion thereof, and notwithstanding any other provision of this Development Agreement to the contrary, each Foreclosure Transferee, or its designee, as the case may be shall be obligated to perform the following with respect to the portion of the SOCCCD Property owned by it: 12.7.6.1 keep the real property taxes current; 12.7.6.2 abate weeds and other hazards and nuisances on the SOCCCD Property, in a commercially reasonable manner; 12.7.6.3 maintain liability insurance in commercially reasonable amounts: 12.7.6.4 erect and maintain barricades and fencing as reasonably necessary to protect the public; and 12.7.6.5 maintain in a commercially reasonable manner erosion control. 39 5764-44062`.1126698.14 4 101> 13. RIGHT OF REVERSION. 13.1.1 Potential Defaults. The following events, and only the following events, shall be a "Potential Default" under the terms of this Development Agreement; 13.1.1.1 Violation of Transfer Restrictions. SOCCCD, in violation of Section 12.1, Section 12.2 and Section 12.3 of Article 12 of this Development Agreement, assigns this Development Agreement, or any rights in this Development Agreement, or makes a Transfer, or suffers any involuntary Transfer, of the SOCCCD Property or any part thereof. 13.1.1.2 Violation of Use Restrictions. SOCCCD devotes the SOCCCD Property to uses in violation of the terms of Section 5 of this Development Agreement. 13.1.2 Material Default. A Potential Default shall become a "Material Default" in the event a Potential Default is not cured, at SOCCCD's expense, (i) within twenty (20) Business Days after written notice of such Potential Default from the City, or (ii) if such cure cannot be reasonably accomplished within such twenty -day period, within ninety (90) days after receiving notice of the Potential Default, but only if SOCCCD has commenced such cure within such twenty (20) Business Day period and diligently pursues such cure to completion. The time periods set forth above to cure a Potential Default may be extended by Force Majeure events. Following written notice and failure to cure within the time periods set forth above, each Potential Default shall become a Material Default that shall be deemed to have occurred on the expiration of the applicable cure period. 13.2 Rights of City. The following remedies for a "Material Default" as defined above shall be available to City under the circumstances set forth below and shall be in addition to all other rights and remedies available to City under this Development Agreement, or at law or in equity. In the event of the occurrence of any of the events described in Section 13. 1.1 above which become a Material Default of SOCCCD and the occurrence of the Reversion Conditions described in Section 13.3 below, City shall have the right (the "Right of Reversion"), in addition to its other rights as a result of the Material Default by SOCCCD, to terminate this Development Agreement as to those portions of the SOCCCD Property directly impacted by the Material Default (the "Reversion Area"). Upon such termination of this Development Agreement as to the Reversion Area, City shall have the right to re-enter the Reversion Area and revest in City the title in the Reversion Area or any portions thereof in accordance with the terms and subject to the conditions set forth in this Article 13. City shall have the right by notice delivered to SOCCCD and all Permitted Mortgagees holding Permitted Mortgages with respect to the Reversion Area a reasonable opportunity to address City Council at a public meeting. The termination of this Development Agreement as to the Reversion Area shall be effective as of the date that title to the Reversion Area is revested in City. In the event of such termination, this Development Agreement shall remain in full force and effect with respect to portions of the SOCCCD Property not so reverted in City. 13.3 Reversion Conditions. Upon the occurrence of a Material Default, City shall be entitled to exercise its Right of Reversion with respect to the Reversion Area notwithstanding that the Reversion Area may be encumbered by one or more Mortgages or Permitted Mortgages, upon the occurrence of each of the conditions set forth in Sections 13.3.1.1 13.3.1.2 and 13.3.13 40 5764-440621126698.14 4.1013 below (collectively the "Reversion Conditions") and the Parties agree that time is of the essence with respect to the dates and deadlines set forth in this Section and that such Reversion Conditions shall not be subject to extension for Force Majeure: 13.3.1.1 the occurrence of any of the events or omissions described in Section 13. 1.1 becoming a Material Default of SOCCCD and the provision of written notice to SOCCCD and each Permitted Mortgagee as required by Section 13.1.2; 13.3.1.2 provision by City of notice in accordance with Sections 12.5.11 to each Permitted Mortgagee having a Permitted Mortgage on the Reversion Area, of a Material Default by SOCCCD remaining uncured after passage of the time periods set forth in this Development Agreement for cure thereof by SOCCCD; and 133.1.3 failure of any Permitted Mortgagee to cure such Material Default in accordance with Section 12.5.12, 13.3.2 Effect of Satisfaction of Reversion Conditions. The satisfaction of the Reversion Conditions with respect to each independent Material Default serves to trigger (or re - trigger) City's Right of Reversion, subject in each case to the potential stay set forth in Section 13.3.2 above. 13.4 Exercise of Ripht of Reversion. So long as the Material Default triggering the Right of Reversion has not been cured as of the date of exercise of the Right of Reversion, City may exercise its Right of Reversion at any time within one (1) year after such Right of Reversion could first be exercised with respect to such Material Default. The City may exercise such right by delivery of notice to (a) SOCCCD if no Foreclosure has occurred, and (b) all Permitted Mortgagees holding Permitted Mortgages with respect to the Reversion Area or any portion thereof, provided that City Manager shall not exercise City's Right of Reversion without first providing SOCCCD, if applicable, and all Permitted Mortgagees holding Permitted Mortgages with respect to the Reversion Area or any portion thereof a reasonable opportunity to address City Council at a public meeting. In the event of such termination of this Development Agreement, this Development Agreement shall remain in full force and effect with respect to portions of the SOCCCD Property not so revested in City, but the termination of this Development Agreement shall only be effective as of the date title to the Reversion Area is revested in City. 14. INDEMNIFICATION AND ENVIRONMENTAL PROVISIONS. 14.1 SOCCCD's Indemnification. SOCCCD shall indemnify, protect, defend, assume all responsibility for and hold harmless City and its appointed and elected officials, employees, contractors, representatives and agents (collectively referred to as the "Indemnified Parties"), with counsel reasonably acceptable to City, from and against any and all Claims resulting or arising from or in any way connected with the following, provided SOCCCD shall not be responsible for (and such indemnity shall not apply to the willful misconduct or to the negligent acts, errors or omissions of the Indemnified Parties: 41 5 764-44062 •.1 126698.14 4;10 14.1.1 SOCCCD's use of the SOCCCD Property in any way; 14.1.2 Any plans or designs for Improvements prepared by or on behalf of the SOCCCD, including any errors or omissions with respect to such plans or designs; 14.1.3 Any loss or damage to City resulting from any inaccuracy in or breach in any representation or warranty of SOCCCD, or resulting from any breach or default by SOCCCD under this Development Agreement; or 14.1.4 Any development or construction of improvements by SOCCCD, whether regarding quality, adequacy or suitability of the plans, any labor, service, equipment, or material furnished to the SOCCCD Property, any person furnishing the same or otherwise. 14.2 Environmental Indemnification. Effective as to the SOCCCD Property, upon SOCCCD's acquisition of the fee title to all or any portion thereof, SOCCCD shall, to the maximum extent permitted by law, indemnify, protect, defend, assume all responsibility for and hold harmless the Indemnified Parties from and against any and all Claims resulting or arising from or in any way connected with the existence, release, threatened release, presence, storage, treatment, transportation and/or disposal of any Hazardous Materials at any time on, in, under, from, about or adjacent to any portion or portions of the SOCCCD Property, regardless whether any such condition is known or unknown now or upon acquisition and regardless of whether any such condition pre-exists acquisition or is subsequently caused, created or occurring, provided, however, that SOCCCD shall not be responsible for (and such indemnity shall not apply) to the gross negligence or willful misconduct of the Indemnified Parties. This environmental indemnity shall be included in any recorded short form of this Development Agreement against said lands and shall be binding upon successors of SOCCCD owning all or any part thereof in accordance with Section 14.3 of this Development Agreement. 14.3 Duration of Indemnities. The indemnities set forth in this Section 14 shall survive any Closing or the termination of this Development Agreement, and shall be included in the Quitclaim Deed and continue to be binding and in full force and effect in perpetuity with respect to SOCCCD and its successors. 15. REPRESENTATIONS. 15.1 City. The City hereby represents to SOCCCD that on and as of the date of this Development Agreement and on and as of the Closing, City has full capacity, right, power and authority to execute, deliver and perform this Development Agreement and all documents to be executed by City pursuant hereto, and all required action and approvals therefor have been duly taken and obtained for the Closing. The individuals signing this Development Agreement and all other documents executed or to be executed pursuant hereto on behalf of City shall be duly authorized to sign the same on City's behalf and to bind City thereto. This Development Agreement and all documents to be executed pursuant hereto by City are and shall be binding upon and enforceable against City in accordance with their respective terms. 15.2 SOCCCD. SOCCCD hereby represents to City that on and as of the date of this Development Agreement and on and as of the Closing, SOCCCD has full capacity, right, power and authority to execute, deliver and perform this Development Agreement and all 42 5764-44062'1126698.14 4;1 0 3 documents to be executed by SOCCCD pursuant hereto, and all required action and approvals therefore have been duly taken and obtained for the Closing. The individuals signing this Development Agreement and all other documents executed or to be executed pursuant hereto on behalf of SOCCCD shall be duly authorized to sign the same on SOCCCD' s behalf and to bind SOCCCD thereto. This Development Agreement and all documents to be executed pursuant hereto by SOCCCD are and shall be binding upon and enforceable against SOCCCD in accordance with their respective terms. 16. EFFECT OF CONVEYANCE. 16.1 Effect of Quitclaim Deeds. The delivery of the executed Quitclaim Deed pursuant to this Development Agreement from City to SOCCCD shall be deemed full performance by City of its obligations hereunder with regard to the SOCCCD Property other than any obligations of City which are required by this Development Agreement to be performed after the delivery of such Quitclaim Deed. 16.2 Possession. Upon Closing, City shall immediately deliver possession of the SOCCCD Property to SOCCCD. 16.3 As Is, Where Is, With All Faults. 16.3.1 No Representations or Warranties. Except as provided herein, the SOCCCD Property shall be conveyed "as is, where is, with all faults" and without any representation or warranty whatsoever and without any obligation on the part of City except as expressly provided for by this Development Agreement or the Quitclaim Deed. 16.3.2 No Unauthorized Representations. No person acting on behalf of City is authorized to make, and by execution hereof, SOCCCD acknowledges that no person has made, any representation, agreement, statement, warranty, guarantee or promise regarding the SOCCCD Property or the transaction contemplated herein or the past, present or future zoning, land use entitlements, construction, physical condition or other status of the SOCCCD Property except as may be expressly set forth in this Development Agreement. No representation, warranty, agreement, statement, guarantee or promise, if any, made by any person acting on behalf of City that is not contained in this Development Agreement will be valid or binding on City. 16.3.3 Release. Save and except for the covenants, representations and warranties of City and any other "Released Party" (as defined below in this Section) under this Development Agreement, SOCCCD and any person claiming by, through or under SOCCCD, including all voluntary and involuntary successors of SOCCCD owning all or any portion of the SOCCCD Property ("Releasing Party"), hereby waives, as of the date of execution of this Development Agreement and as of the Closing Date, its right to recover from, and fully and irrevocably releases, City and its officers, elected officials, employees, agents, attorneys, affiliates, representatives, contractors, successors and assigns (individually, a "Released Party", collectively, the "Released Parties") from any and all Claims that SOCCCD may now have or hereafter suffer or acquire for any costs, losses, liabilities, damages, expenses, demands, actions or causes of action: (a) arising from any information or documentation supplied by any of the 43 5 764-4406_`,.1 126698.14 4,10111 Released Parties; (b) arising from any condition of the SOCCCD Property, known or unknown by any Releasing Party or any Released Party; (c) arising from any construction defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, as well as economic and legal conditions on or affecting the SOCCCD Property, or any portion thereof, (d) arising from the existence, release, threatened release, presence, storage, treatment, transportation or disposal of any Hazardous Materials at any time on, in, under, from, about or adjacent to the SOCCCD Property or any portion thereof; (e) by any governmental authority or any other third party arising from or related to any actual, threatened, or suspected release of a Hazardous Material on, in, under, from, about, or adjacent to the SOCCCD Property, or any portion thereof, including any investigation or remediation at or about the SOCCCD Property; (t) arising from the Tustin Legacy Backbone Infrastructure Program, the cost or extent thereof, or the amount of the Fair Share Contribution; and/or (g) arising from the formation of any In community facilities district in connection with the recoupment or payment of the Fair Share Contribution; provided, however, that the foregoing release by the Releasing Parties shall not apply to the extent that any Claim is the result of the willful misconduct or fraud of City or its officers, employees, representatives, agents or consultants arising after the Close of Escrow. "Claim" or "Claims" means any and all claims, actions, causes of action, demands, orders, or other means of seeking or recovering losses, damages, liabilities, costs, expenses (including attorneys' fees, fees of expert witnesses, and consultants' and court and litigation costs), fines, penalties, liens, taxes, or any type of compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen. 16.3.3.1 This release includes Claims of which SOCCCD is presently unaware or which SOCCCD does not presently suspect to exist which, if known by SOCCCD, would materially affect SOCCCD's release to the Released Parties. SOCCCD specifically waives the provision of California Civil Code Section 1542, which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor." 16.3.3.2 In this connection and to the extent permitted by law, SOCCCD hereby agrees, represents and warrants, which representation and warranty shall survive the Closings on SOCCCD and the termination of this Development Agreement and not be merged with the Quitclaim Deed, that SOCCCD realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims or controversies which are presently unknown, unanticipated and unsuspected, and SOCCCD further agrees, represents and warrants, which representation and warranty shall survive the Closings on the SOCCCD Property and the termination of this Development Agreement and not be merged with the Quitclaim Deed, that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that SOCCCD, on behalf of itself and the other Releasing Parties, nevertheless hereby intends to release, discharge and acquit the Released Parties from any such unknown Claims and controversies which might in any way be included as a material portion of the consideration given to City by SOCCCD in exchange for City's performance hereunder. 16.3.3.3 This release shall run with the land and bind all owners and successor owners thereof and, to further evidence its effectiveness with respect to successor owners of the SOCCCD Property, shall be included in its entirety in the Quitclaim Deed. 44 5764-44062,,1 126698.14 4;'l 0,1 17. CLOSE OF COUNTY-SOCCCD LAND EXCHANGE AGREEMENT. 17.1 Definition of SOCCCD Property Herein. Pursuant to Section 2.1.2 above, upon the close of escrow of the County-SOCCCD Land Exchange, the real property governed by this Development Agreement. and the definition of "SOCCCD Property" herein, shall be deemed to exclude the SOCCCD-County Exchange Parcel and to include the County-SOCCCD Exchange Parcel. 17.2 Covenants of City. 17.2.1 Consent of City. Effective upon the release by County to the U.S. Department of Education of the "Withdrawal Letter" as defined in the County-SOCCCD Land Exchange Agreement, the City hereby consents to the conveyance of the SOCCCD-County Exchange Parcel to County. 17.2.2 Conveyances. Under the Navy -City Conveyance Agreement, the County- SOCCCD Exchange Parcel will, upon the issuance of the FOST, be conveyed to City. City hereby agrees that at such time as City's consent as set forth in Section 17.2.1 above is effective, and upon the conveyance to City of fee title to the County-SOCCCD Exchange Parcel, City shall execute and deliver to the escrow established for the close of the County-SOCCCD Land Exchange such quitclaim deeds, bills of sale and other instruments, in recordable form if applicable, as may be reasonably required to effectuate the close of the County-SOCCCD Land Exchange. The form of quitclaim deed to be used to convey the County-SOCCCD Exchange Parcel by City to SOCCCD shall conform to the requirements set forth above for the form of quitclaim deed to be used to convey Subsequent Parcels. 17.3 City Obligations. The Federal Deed conveying the City Property to City was recorded prior to the recordation of the 2004 Quitclaim Deed conveying the SOCCCD-County Exchange Parcel from the City to SOCCCD. The Federal Deed placed certain obligations ("City Obligations") on City with regard to the environmental condition of the SOCCCD-County Exchange Parcel. In turn, in the 2004 Quitclaim Deed, SOCCCD acknowledged and assumed the City Obligations. Upon the conveyance of the SOCCCD-County Exchange Parcel to County, City hereby (a) acknowledges that SOCCCD's assumption of the City Obligations is terminated; and (b) forever releases SOCCCD from the City Obligations; provided, however, that SOCCCD shall remain liable for any breach of the City Obligations during the period in which SOCCCD had ownership and possession of the SOCCCD-County Exchange Parcel. 18. TERM. This Development Agreement shall automatically expire on April 29, 2034, except for those provisions which shall survive termination as expressly set forth herein. 19. SHORT FORM NOTICE OF AGREEMENT. On or about April 7, 2004, City and SOCCCD executed and caused to be recorded in the Official Records the Short Form Notice of Agreement as Instrument No. 2004000373082 with respect to the Original Agreement. This Development Agreement shall supersede and replace 45 764-44062%11126698.1 a 4/10 i; the Short Form Notice of Agreement, and the Short Form Notice of Agreement shall be automatically terminated and of no further force or effect upon the Effective Date. 20. NOTICES. Notices shall be deemed sufficient under this Development 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 City: City of Tustin 300 Centennial Way Tustin, CA 92780 Attn: City Manager & Assistant City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 Attn: Community Development Director With a copy to: David Kendig, Esq. Woodruff, Spradlin & Smart 555 Anton Boulevard Suite 1200 Costa Mesa, California 92626 (714)415-1088 If to SOCCCD: Gary L. Poertner, Chancellor South Orange County Community College District 28000 Marguerite Parkway Mission Viejo, CA 92692 With a copy to: South Orange County Community College District 28000 Marguerite Parkway Mission Viejo, CA 92692 Attention: Vice Chancellor of Business Operations And to: Andrew P. Bernstein, Esq. Jackson DeMarco Tidus & Peckenpaugh 2030 Main Street 12th Floor Irvine, CA 92614 21. MISCELLANEOUS PROVISIONS. 21.1 Business Days. "Business Day(s)" means any day on which City Hall is open for business and shall specifically exclude Fridays when City Hall is officially closed, Saturday. Sunday or a legal holiday. No amendment, change, modification or supplement to this 46 5764-44062`112664`.14 4;101 Development Agreement shall be valid and binding on any of the Parties unless it is represented in writing and signed by each of the Parties hereto. 21.2 Survival of Close of Escrow. The covenants, representations and warranties contained in this Development Agreement shall survive for the term specified herein notwithstanding any closing of the transactions contemplated hereby. 21.3 Additional Actions. The Parties shall fully cooperate with each other in attaining the purposes of this Development Agreement and shall take any additional acts or sign any additional documents as may be necessary or appropriate as related thereto. 21.4 Interpretation. In all cases, the language in all parts of this Development Agreement shall be construed simply, according to its fair meaning and not strictly for or against any Party, with the view of preserving and protecting the intent and purposes of the Specific Plan, it being agreed that the Parties or their agents have all participated in the preparation of this Development Agreement. 21.5 Waivers. No waiver of any provision of this Development Agreement shall be deemed or shall constitute a waiver of any other provision whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be deemed a waiver and no waiver shall be binding unless executed in writing by the Party making the waiver. 21.6 Binding Effect; No Assignment. The provisions of this Development Agreement shall be binding upon and inure to the benefit of the Parties and the subsequent owner(s) of all or any portion of the SOCCCD Property and their respective successors. There are no third -party beneficiaries to this Development Agreement, and neither Party shall have any right to assign its rights under this Development Agreement except for City's right to assign this Development Agreement to a city or other governmental entity that succeeds to City's jurisdictional authority concerning the City Property. 21.7 Counterparts. This Development Agreement may be executed in two or more identical counterparts, each of which shall be deemed to be an original and each of which shall be deemed to be one and the same instrument when each Party signs each such counterpart. 21.8 Exhibits. All attachments to this Development Agreement, including all Exhibits and the Reuse Plan, are incorporated as a part of this Development Agreement. 21.9 Recitals. Each of the Recitals is incorporated into this Development Agreement. 21.10 Parties. All references to the Parties shall include all officials, officers, personnel, employees, agents, assigns, and subcontractors of the Parties. 21.11 Integration. This Development Agreement, together with the exhibits attached hereto and the Specific Plan, is intended by the Parties to be the final expression of their agreement with respect to the subject matter of this Development Agreement and the complete and exclusive statement of the terms of this Development Agreement between the Parties, and supersedes any prior understandings between the Parties, whether oral or written. 47 764-44061` 1 126698.14 4;'10.1 3 21.12 Approvals; Failure to Insist. All approvals which may be granted pursuant to this Development Agreement, and all approvals that have been or may be issued or granted by City with respect to the SOCCCD Property, constitute independent actions and approvals by City. If any provision of this Development Agreement or the application of any provision of this Development Agreement to a particular situation is held by a court of competent jurisdiction to be invalid or unenforceable, or this Development Agreement is terminated for any reason, such invalidity, unenforceability or termination of this Development Agreement or any part hereof shall not affect the validity or effectiveness of any approvals or other land use approvals. In such cases, such approvals will remain in effect pursuant to their own terms, provisions and conditions. The failure of either Party to insist, in any one or more instances, upon strict performance of any of the terms of this Development Agreement shall not be construed as a waiver or relinquishment of such Parry's right to future performance of this Development Agreement, but the obligations of the other Party with respect to such future performance shall continue in full force and effect. Whenever the terms of this Development Agreement call for one Party to approve an action or make a determination before the other Party may undertake or perform such action, said approval or determination shall not be unreasonably denied or delayed. 21.13 Severability. In the event that any phrase, clause, sentence, paragraph, section, article or other portion of this Agreement shall become illegal, null or void, or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null or void, or against public policy, the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the full extent permissible by law. 21.14 Estoppel Certificate. Within ten (10) days after receiving a written request from SOCCCD, City will execute and deliver to SOCCCD an estoppel certificate stating whether (i) to City's knowledge SOCCCD or the SOCCCD Property is in violation of the provisions of this Development Agreement, specifically including, but not limited to Section 5.1 and Article 12, and if City believes SOCCCD or the SOCCCD Property is in violation of any part of this Development Agreement, describing such violation with reasonable detail, and (ii) in City's belief a particular existing or proposed use or transaction described by SOCCCD in reasonable detail in its request for such estoppel certificate will violate Section 5.1 or Article 12 of this Development Agreement (and, if City believes such proposed use or transaction will constitute such a violation, then describing the reason(s) for City's belief with reasonable detail). 21.15 Defense of Actions. In the event that any judicial or electoral challenge to this Development Agreement is brought by a third party ("a Third Party Challenge"), then SOCCCD and City agree to cooperate in the defense of such Third Party Challenge. SOCCCD and City shall meet and confer in good faith to agree upon a joint defense of such Third Party Challenge. Each Party shall engage its own counsel in connection with such Third Party Challenge and shall pay the attorneys' fees charged by its own counsel unless the Parties agree otherwise. 2 1. 16 Attornevs' Fees. In the event of any legal action or other proceeding between the Parties regarding this Development Agreement, any of the documents attached hereto as exhibits, or the SOCCCD Property, the Parties shall be responsible for their own attorneys' fees, court costs and litigation expenses. 48 5764-44062 112669X.14 4%10; 13 (Signatures Included on Following Pagesj 49 5764-44062 1126695.14 4 10 1 above. The Parties have each executed this Development Agreement as of the date first written Approved as to Form: City Attorney or Special Counsel By: Approved as to Form: SOCCCD Counsel Jackson DeMarco Tidus & Peckenpaugh By: Andrew P. Bernstein, Esq. _50 CITY OF TUSTIN Name:_ Title: City Manager SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT By: Name: Gary L. Poertner Title: Chancellor 5764-44062' 11 76695.14 410 111 Exhibit A Legal Description of County-SOCCCD Exchange Parcel 5764-44o6-1 11-16698.14 Exhibit B Legal Description m SOCCCD-County Exchange Parcel 5764-4406' 1 126698,14 4,101 Exhibit C Glossary of Defined Terms -5 7164-44062 1126698,14 41011; Glossary of Defined Terms Defined Term 2004 Bill of Sale 2004 Quitclaim Deed 2011 SP Amendment 2013 GP Amendment 2013 Plan Amendments 2013 SP Amendment ADT's Annual Report Applicable Fair Share Contribution Approval Date Bankruptcy Proceeding Base Closure Law Board of Trustees Borrower Building Area Business Day(s) Category 1 Improvements CEQA CEQA Document City Council City Obligations Section Reference Section 1.1.8 Section 1. 1.8 Section 1.1.13 Section 1.1.14 Section 1.1.14 Section 1.1.14 Section 5.3 Section 2.8.1 Section 6.1.2.4 Section 1. 1.22 Section 12.7.5 Section 1.1.1 Section 1.19 Section 12.6.1 Section 2.2.2 Section 21.1 Section 4.3.2 Section 4.4 Section 1. 1.20 Section 1. 1.2 Section 17.3 5764-4406 1126098.14 4,11 1 Defined Term Section Reference City Property Section 1.1.5 City's Tustin Legacy Backbone Infrastructure Program Section 6.1 City-SOCCCD Land Exchange Section 1.1.14 City-SOCCCD Land Exchange Agreement Section 1.1.14 Concept Plan 3A Section 1.1.11 County-SOCCCD Exchange Parcel Section 1.1.15 County-SOCCCD Land Exchange Section 1.1.13 County-SOCCCD Land Exchange Agreement Section 1.1.13 Current Specific Plan Section 1.1.12 Current Sublease Section 1.3.4 Current Sublease Area Section 1.3.4 Development Agreement Introductory Paragraph Development Agreement Laws Section 1.1.18 Development Agreement Ordinance Section 1. 1.20 Development Approvals Section 4.3 Development Processing Requirements Section 4.3.4.1 DSA Section 1.6.1 DSA Plans Section 1.6.3 EBS Section 8.1.2 EDC Section 1. 1.5 Effective Date Section 1.4 Effective Standards Section 2.7.2.1 Environmental Mitigation Section 8.2 704-4406'_`•1126698.14 4/11/1; Defined Term Section Reference Environmental Reports Section 8.1.2 Exempt Leases Section 12.2.1.2 (b) Exigent Event Section 2.7.5 Existing City Laws Section 2.3 Existing Land Use Regulations Section 2.7.1 Federal Deed Section 1. 1.5 Field Act Section 1.6.1 Final EIS%EIR Section 1. 1.3 Fair Share Contribution Section 6.1 Foreclosure Transferee Section 12.7.2 Form of Quitclaim Deed Section 9.3 FOSL Section 8. L2 FOST Section 8.1.2 General Default Section 12.6.5.4 Government Section 1.1.1 Horizontal Improvements Section 6.3 Identification Date Introductory Paragraph Indemnified Parties Section 14, 1 hnitial Closing Section 1. 1.8 Initial Parcel Section 1.1.8 Initial Specific Plan Section 1.1.2 Initial Sublease Area Section 1.1.8 Institutional Lender Section 12.6.2. 5 764- X4062 11-26698,14 4;11 1 Defined Term Section Reference Land Use and Access Plan ("LUAP") Section 4.3.4.3 Land Use Category l Section 5. 1.1 Land Use Category 2 Section 5.1.2 Land Use Category 1 Space Commenced Section 5.1.3.2 Land Use Category 2 Space Authorized Section 5.1.3.2 Lease Section 12.2.1.2 LIFOC Section 1.1.5 LRA Section 1.1.1 Major Improvements Section 4.2 Material Default Section 13.1.2 MCAS Tustin Section 1.1.1 Mortgage Section 12.6.1 Mortgagee Section 12.6.1 Navy Section 1.1.3 Navy -City Conveyance Agreement Section 1.1.6 Notice of General Default Section 12.6.5.4 Notice of Section 2 Default Section 29.1 Notice of Sublease Amendment Section 1.3.4 Official Records Introductory Paragraph Original Agreement Introductory Paragraph Original Navy -City Conveyance Agreement Section 1.1.5 Original Notice of Sublease Section 1.1.8 Original Sublease Section 1. 1.8 764 -44062 > 126699.14 4,1 1,13 Defined Term Section Reference Other Entities' Tustin Backbone Infrastructure Program Section 6.2 Party; Parties Introductory Paragraph Per -Foot Contribution Amount Section 6.1.2.2 Permitted Foreclosures Section 12.2.1.4 Permitted Lease Section 12.2.1.2 Permitted Lessee Section 12.2.1.2 Permitted Mortgagees Section 12.6.1 Permitted Mortgages Section 12.6.1 Permitted Transferee Section 12.2.1 Released Party; Released Parties Section 16.3.3 Releasing Party Section 16.3.3 Reuse Plan Section 1.1.2 Reversion Area Section 13.2 Reversion Conditions Section 13.3 Right of Reversion Section 13.2 Section 2 Default Section 2.9.1 Service Uses Section 5.1.1.1 SOCCCD Introductory Paragraph SOCCCD-County Exchange Parcel Section 1.1.15 SOCCCD Property after County Exchange Section 2.1.2 SOCCCD Property on Effective Date Section 2. LI Specific Plan Section 1.1.16 Sublease Amendment Section 1.3.4 5764-44062'1126698.14 4,11, 1 Defined Term Subsequent Closings Supportive Uses Transfer Tustin Legacy Utilities Utility Systems Section Reference Section 1.3.4 Section 5.1.1.2 Section 12.2 Section 1. 1.2 Section 6.4.1 Section 6.4 .2 1764-4406?,1 126698.14 Exhibit D Legal Description of SOCCCD Property on Effective Date �764-44062 1126698,14 4,10, 13 Exhibit E Legal Description of SOCCCD Property after County Exchange X764-4406''1126698.14 Exhibit F Land Use and Access Plan ("LUAP") 5764-44062\(126698.(4 410, 1 , Q F 0 g 0 > m fA Z to N' E L- 0 M I co CD M r— > DZ Z C/) ---i Cl) 0--i -H 0 cn C C G c (n T. 00 8) CD (n m N cn (D 9� -0 cn C) -n C) a) -n m c 0) . . C) CE Cl) 0 CL C/) 0 (D C o > �3 0 0 C:� C/) -n -n !;� C: -n C: > 0 cn (D 0 00 0) U) (D D) cn (C --1 0 C() (D C/) CD (D M m cc CD a) 0 Ro aU) U) CD (n (D (D (D 90 0 0 0 0 M - cn >0 V go tu Exhibit G Table of Required Ratios Land Use Category 1: Land Use Category 2 5764-44062\(126698.14 Table of Required Ratios Land Use Cate�!ory I I Land Use Catel4ory 2 Ratios Space Commenced Space Authorized _ Required Require Authorized Cumulative Cate-ory 1 Category 2 Square Cumulative Square Authorized SF To SF To Footage Sq. Footage Footage Sq. Footage Total SF Total SF �- 30,000 I �i 30,000 100,000 I 100,000 23% 77% 30,000 60,000 50,000 150,000 29% 71% 50 000 110,000 50 000 200,000 350/(o 65% 50,000 160,000 50,000 250 000 39G/o 61% 152,000 312,000 50,000 300,000 51% 49% Notes: 1. All figures above refer to Building Area in square feet. 2. After 300,000 sq. ft. of Land Use Category 2 Building Area has been developed, then the ratio of Land Use Category 2 Space Authorized to the total square footage of all Building Area within the SOCCCD Property shall not exceed 49%. 3. The square footages set forth above are based on the assumption that the Land Use Category 1 uses are "Learning Center" as described in Exhibit H attached hereto, and that the Land Use Category 2 uses are "General Office" as described in Exhibit H. Nevertheless, the total amount of Land Use Category 2 square footage set forth in this chart may not be achievable depending on the actual uses and the availability of ADT's, as described in Section 5.3 of this Agreement and Exhibit H. 5764-440611126698,14 4/ 10,1 Exhibit H Trip Generation Rate Schedule 5764-44062 1126698.14 Trig Rate Generation Schedule Land Use Trip Categories Allowed Uses Examples Average Daily Trip— s --� 1,000 SF • Child Cary, or N uc sery • Public School, community college, Land Use Category 1 educational campus or other educationally oriented use Learning Center • Private School • Support commercial, office, retail 6.12 service uses • Museum, cultural center, interpretive center, and/or other educational and cultural facility • Live performance facility/ amphitheater 0 Art and cultural facilities 0 Other permitted uses per Sections 5.1.1.1 and 5.1.1.2 of this Agreement Land Use Category 2 • Mix of commercial uses within a strip or smaller shopping center with Neighborhood Commercial a total size of approximately under 111.82 �_- 100,000 SF. • Corporate headquarters/office 0 General offices for: advertising Land Use Category 2 agency, economic consultant, insurance companies, escrow General Office companies, interior decorator, real estate, public utilities, personnel agency, management consultant, 13.27 collection agency • Medical clinics Medical offices/healthcare centers • Professional offices for: architect, accountant, attorney, chiropractor, contractor, dentist, doctor, engineer, optometrist, land planner, and other • similar professions Corporate headquarters/office - Land Use Category 2 • — -- Tustin SP allowed uses as MCAS T 8.11 listed under "Industrial' Light Industrial/R&D � 764-44062`,1 126698.14 4i1WI Exhibit I Form of Quitclaim Deed 5764-44062\1126695.14 41, 10;'13 Exhibit J City Certificate 1764-44062`,1126,698.14 4; 10/13 City of Tustin 300 Centennial Way Tustin, CA 92780 714.573.3010 FAX 714.838.1602 City Representations Chancellor South Orange County Community College District 8000 Marguerite Parkway Mission Viejo, CA 92692 Dear Chancellor I have reviewed the Development Agreement and Amended and Restated Agreement Between the City of Tustin, California ("City") and the South Orange County Community College District ("SOCCCD") for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus ("Development Agreement"). To the best of City's information, knowledge and belief, I certify that all representations of City set forth in the SOCCCD Agreement are true and correct as of the t day of _. 20_, the date of the Property Closing. Sincerely, City Manager Ce: South Orange County Community College District, Assistant Chancellor for Business Operations 5764-44062 1126698.14 4;10;13 Exhibit K SOCCCD Certificate 5764-44062\1126698.14 4i 1 Ol 3 SOCCCD Representations Execution Version City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 Dear Mr 1 have reviewed the Development Agreement and Amended and Restated Agreement Between the City of Tustin, California ("City") and the South Orange County Community College District ("SOCCCD") for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus ('Development Agreement"). To the best of SOCCCD`s information, knowledge and belief, I certify that all representations of SOCCCD set forth in the SOCCCD Agreement are true and correct as of the day of 20_, the date of the Property Closing. Sincerely, , Chancellor South Orange County Community College District 8000 Marguerite Parkway Mission Viejo, CA 92692 5764-4406-) 1126698.14 4;11113, Exhibit L Form of Subordination, Non -Disturbance and Attornment Agreement RECORDING REQUESTED BY: AND WHEN RECORDED RETURN TO: (Space above for Recorder's use only) SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT AGREEMENT by and between THE CITY OF TUSTIN, CALIFORNIA ("City") ("Permitted Lessee") And THE SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT ("SOCCCD") Dated: 20 �764-44062 1126698.14 SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT AGREEMENT THIS SUBORDINATION, NON -DISTURBANCE AND ATTORNMENT AGREEMENT (this "Agreement") is trade as of the day 20 by and between the CITY OF TUSTIN, a municipal corporation organized under the laws of the State of California ("City"), the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency ("SOCCCD"), and a ("Permitted Lessee"). RECITALS: A. Permitted Lessee is the holder of a leasehold estate in certain real property located in the City of Tustin, County of Orange, State of California, as more particularly described on Exhibit A (the "Property") under and pursuant to the provisions of a certain lease dated 20 between SOCCCD, as landlord (herein, "SOCCCD" or "Landlord") and Permitted Lessee or its predecessor in interest, as tenant (as amended through the date hereof, the "Lease"). B. Permitted Lessee, City and SOCCCD desire to enter into this Agreement to set forth their respective rights with respect to the Property. C. The Property is subject to that certain Development Agreement and Amended and Restated Agreement between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus dated , 20_ (the "Development Agreement"). D. The Development Agreement was recorded on , 20_, as Instrument No. in the Official Records of the County Recorder of Orange County, California. E. Under the Development Agreement, City has certain rights with respect to the Property, including the "Right of Reversion" as defined therein. F. Permitted Lessee is a "Permitted Lessee" as defined in the Development Agreement. AGREEMENT: NOW, THEREFORE, the parties hereto mutually agree as follows: 1 Subordination. Notwithstanding any provision of the Development Agreement to the contrary, the Lease shall be subject and subordinate in all respects to the terms of the 5764-4406-2 1126698. 4111 Development Agreement and to all renewals, modifications, consolidations, replacements and extensions thereof. 2 Nondisturbance. So long as Permitted Lessee pays all rents and other charges as specified in the Lease and is not otherwise in default (beyond applicable notice and cure periods) of any of its obligations and covenants pursuant to the Lease, City agrees for itself and its successors in interest, that Permitted Lessee's possession of the premises as described in the Lease will not be disturbed during the term of the Lease, as said term may be extended pursuant to the terms of the Lease or as said premises may be expanded as specified in the Lease, by reason of the exercise of City's Right of Reversion or any other right of City under the Development ZD Agreement. 3 Attornment. Permitted Lessee agrees to attorn to, accept and recognize City as the landlord under the Lease pursuant to the provisions expressly set forth therein for the then remaining balance of the term of the Lease, and any extensions thereof as made pursuant to the Lease. The foregoing provision shall be self -operative and shall not require the execution of any further instrument or agreement by Permitted Lessee as a condition to its effectiveness. Permitted Lessee agrees, however, to execute and deliver, at any time and from time to time, upon the request of the City any reasonable instrument which may be necessary or appropriate to evidence such attornment. 4 No Liability. Notwithstanding anything to the contrary contained herein or in the Lease, it is specifically understood and agreed that City shall not be: (a) liable for any act, omission, negligence or default of any prior landlord (other than to cure defaults of a continuing nature with respect to the maintenance or repair of the dernised premises or the Property); provided, however, that City shall be liable and responsible for the performance of all covenants and obligations of landlord under the Lease accruing from and after the date that it takes title to the Property; or (b) exec pt as set forth in (a), above, liable for any failure of any prior landlord to construct any improvements; (c) subject to any offsets, credits, claims or defenses which Permitted Lessee might have against any prior landlord; or (d) bound by any rent or additional rent which is payable on a monthly basis and which Permitted Lessee might have paid for more than one (1) month in advance to any prior landlord; or (e) be liable to Permitted Lessee hereunder or under the terms of the Lease beyond its interest in the Property: or (f) liable or responsible for or with respect to the retention, application and or/return to the Permitted Lessee of any security deposit paid to SOCCCD or any prior Landlord, unless and until City has actually received for its own account as landlord the full amount of 5764-44062 1126698,14 4 11 11 such security deposit. Notwithstanding the foregoing, Permitted Lessee reserves its rights to any and all claims or causes of action against such prior landlord for prior losses or damages and against the successor landlord for all losses or damages arising from and after the date that such successor landlord takes title to the Property 5 Violation of Development Agreement. Under the Development Agreement, the City's Right of Reversion may arise in the event the Property is used for an unauthorized purpose as provided in Section 13.1.1 or in the event the Property is transferred improperly as provided in Section 13.1.2 of the Development Agreement. The provisions of Sections 13. 1.1 and 13.1.2 are hereinafter collectively called the "Restrictions." Notwithstanding anything to the contrary in the Development Agreement or the Lease, the parties agree that Permitted Lessee shall comply with the Restrictions set forth in the Development Agreement and that any violation of the Restrictions by Permitted Lessee shall constitute a default under the Lease. (a) Notice of Violation. In the event that City determines that Permitted Lessee has violated any of the Restrictions, then, before taking any action to exercise its Right of Reversion, City shall first give notice to SOCCCD and Permitted Lessee to such effect. Permitted Lessee shall have ninety (90) days after receipt of such notice (the "Permitted Lessee Cure Period") to cure the violation of the Restrictions. (b) SOCCCD's Right to Terminate. In the event that Permitted Lessee fails to cure the default in the Restrictions within the Permitted Lessee Cure Period, then SOCCCD shall have a further ninety (90) days following the expiration of the Permitted Lessee Cure Period to take either of the following actions in SOCCCD's sole discretion: (1) cure such violation of the Restrictions, or (b) commence proceedings to terminate the Lease and thereafter use commercially reasonable efforts to pursue such termination to completion. If SOCCCD is prohibited from commencing or prosecuting a termination of the Lease by any process or injunction issued by any court or by reason of any action by any court having jurisdiction of any bankruptcy or insolvency proceeding involving Permitted Lessee, the times specified above, for terminating the Lease shall be extended for the period of the prohibition. 6 Notices. All notices or other written communications hereunder shall be deemed to have been properly given (i) upon delivery, if delivered in person with receipt acknowledged by the recipient thereof, (ii) one (1) Business Day (hereinafter defined) after having been deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business Days after having been deposited in any post office or mail depository regularly maintained by the U.S. Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested, addressed to the receiving party at its address set forth above, and: if to Permitted Lessee, to the attention of - , California Attention: 3 � 764- X4062.1 1-16698.14 411 1 if to City. to the attention of: If to SOCCCD, to the attention of: With a copy to: City of Tustin 300 Centennial Way Tustin, California 92780 Attn: City Manager Gary L. Poertner, Chancellor South Orange County Community College District 28000 Marguerite Parkway Mission Viejo, CA 92692 South Orange County Community College District 28000 Marguerite Parkway Mission Viejo, CA 92692 Attention: Assistant Chancellor for Business Operations or addressed as such party may from time to time designate by written notice to the other parties. For purposes of this Paragraph 5, the term "Business Day" shall mean any day other than Saturday, Sunday or any other day on which banks are required or authorized to close in Los Angeles, California. Either party by notice to the other may designate additional or different addresses for subsequent notices or communications. 7 Successors. The obligations and rights of the parties pursuant to this Agreement shall bind and inure to the benefit of the successors, assigns, heirs and legal representatives of the respective parties. In addition, Permitted Lessee acknowledges that all references herein to SOCCCD shall mean the owner of the landlord's interest in the Lease, even if said owner shall be different from the Landlord named in the Recitals. 8 Duplicate Originals; Counterparts. This Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Agreement may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Agreement. The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder. [signatures included on following page] 4 5764-44062,1126698.14 4-'(lil IN WITNESS WHEREOF, City, Permitted Lessee and SOCCCD have duly executed this Agreement as of the date first above written. PERMITTED LESSEE: a By: Name: Title: By: Name: Title: CITY: CITY OF TUSTIN Name: Title: City Manager Approved as to Form: City Attorney or Special Counsel By: Name: Esq. 5764-44062 11 '6698.14 4>> 1 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT By: Name: Title: Chancellor Approved as to Form: SOCCCD Counsel By: Name: Esq. 57164-44062,1126698.14 4i1L'13 STATE OF CALIFORNIA COUNTY OF ORANGE On ACKNOWLEDGEMENT , 20__ before me, (here insert name and title of the officer) personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA COUNTY OF ORANGE On ACKNOWLEDGEMENT 20 , before me, (SEAL) (here insert name and title of the officer) personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 5764-44062`,. 1126698.14 4;11;1; STATE OF CALIFORNIA COUNTY OF ORANGE On ACKNOWLEDGEMENT 20__, before me, (here insert name and title; of the officer) personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA COUNTY OF ORANGE On ACKNOWLEDGEMENT 20_, before me, (SEAL) (here insert narne and title of the officer) personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) ;764-44062 1126698.14 411;11 STATE OF CALIFORNIA COUNTY OF ORANGE On ACKNOWLEDGEMENT 20 , before me, (here insert name and title ofthe officer) personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature STATE OF CALIFORNIA COUNTY OF ORANGE On ACKNOWLEDGEMENT 20 , before me, (SEAL) (here insert name and title of the officer) personally appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. Signature (SEAL) 5764-4406-1,(126698.14 4il1l EXHIBIT A LEGAL DESCRIPTION 5764-4406_"11_6698,14