HomeMy WebLinkAboutPC RES 4223MEMO RESOLUTION NO. 4223
A RESOLUTION OF THE PLANNING COMMISSION OF THE
CITY OF TUSTIN, CALIFORNIA, RECOMMENDING THAT THE
TUSTIN CITY COUNCIL APPROVE 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 WITHIN THE EDUCATION
VILLAGE (NEIGHBORHOOD A) OF THE MCAS TUSTIN
SPECIFIC PLAN, INCREASE ALLOWABLE BUILDING
SQUAREFOOTAGES 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,
The Planning Commission of the City of Tustin does hereby resolve as follows:
The Planning Commission finds and determines as follows:
NINE-
A. That the City of Tustin ( "City ") and the South Orange County Community
College District ( "SOCCCD ") propose a General Plan Amendment (GPA)
10 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 are 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/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.
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
SM
K That Section 65402(x) 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.
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
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.
Affill'I'M
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.
MINE
e.
With the approval of the land exchange agreement and the as sociated
implementation actions, DA 2013-002 will provide for an orde rly
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
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.
- TE / ZAK
Chairperson
ELIZABETH A. BINSACK
Planning Commission Secretary
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
CITY OF TUSTIN )
I, 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
EXHIBIT 1 TO ATTACHMENT C
0-111
General Plan Revised Pages
m�
MINES
TABLE L Ua2
DEVELOPMENT T INTENSIT IDE SI STANDARDS
MAXIMUM
EFFECTIVE
DWELLING
DWELLING
MAJOR
UNITS PER
UNITS PER ;
LAND USE
GROUPINGS
ACRE OR
MAXIMUM
ACRE OR !
AVERAGE
LAND USE DESIGNATION AND SUMMARY DESCRIPTION
FLOOR AREA
FLOOR AREA
RATIO (a)
RATIO (b)
MCAS TUSTIN
SPECIFIC PLAN
(d)
(d)
LOW DENSITY RESIDENTIAL - Low density detached and attached
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 Plait /Reuse
Plan (1996y;-Er-rata 1X1 8), viii t3f}6 , ific i'lan Ainendwent,- as atuer ded
R
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
ROM
average floor area ratio. In addition, increased intensities may
R
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 InstitutionaiVRecreational Uses 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.
n -o el a t 11v-i . lutional/i e�ational t
M
uw'�'Typicaal ilde l itlf of devel ptiietzt J r all
irrstitartiaar aralfrecrxeaaliartaal itses icill 17e ra floor area ratio of 381 to
.59:1, sidrject to restrictiotts arttlaosed latf the Specific Plaait,
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
(p r
GENERAL PLAN 43 JUNE 2 i, 2ti08
TABLE CQ5
ARTERIAL HIGHWAY PLAID
Link
Classification
Link
Classification
Armstrong /so Loop N
Secondary '
Holt s/o 17�
Secondary
Armstrong s/o Warner
Secondary
Holt s/o Irvine Blvd,
Secondary
Armstrong n/o
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
hvine e/o Prospect
Major:
Barranca w/o jamboree
Major
Irvine e/o Holt
Major
Irvine e/o Newport
Major (M, A)
7t j Red Hill
� � zrrtrl try
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 jo 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 El Camino
Major (A)
Bryan w/o Jamboree
Primary
Jamboree s/o Walnut
Major
Jamboree s/o Edinger
Major
Del Arno s/o Edinger
Secondary
Jamboree s/o Warner
Major
East Connector s/o Edinger
Secondary
Loop Rd e/o Red Hill
Secondary
Edinger w/o Del Arno
Major
Loop Rd N e /c, Armstrong
Loop Rd w/o Tustin Ranch
Secondary
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 Canino Real
Primary
El Camino s/o 1,1
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 r Primary
1$' e/o Yorba Primary
Myford s/o Irvine Secondary
1A w/o Prospect Primary
Myford s/o Bryan Secondary
1$1 w/o Newport Primary
Myford s/o El Camino Real Secondary
Mydord n/o Walnut Secondary
Harvard n/o lCD Secondary
Harvard s/o ICD Primary
Harvard n/o Warner Primary
CITY OF TUSTIN
CIRCULATION ELEMENT
GENERAL PLAN
31
JUNE 17, 2008
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-;
EXHIBIT 2 TO ATTACHMENT
Draft Ordinance No. 1432 and
MCAS Tustin Specific Plan Revised Pages
w�
ORDINANCE NO. 1432
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
TUSTIN, APPROVING SPECIFIC PLAN AMENDMENT (SPA)
2013 -001 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) 2013 -001 by adding a new local street (Bell
Avenue) to service 'adjacent uses; MCAS Tustin Specific Pan
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 th
{ ) e 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
n circulation plan and correct preexisting inconsistencies with the MCAS j
r 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.
0_
a
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. 06 -43 approving; an Addendum
to the FEES /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 SPA 2013 -001 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.
NINE
Ordinance No 9432
SPA 2013 -001
Page 3
S Circulation Element:
RON
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 nonL-motorized modes of transportation
SECTION 2. The MCAS Tustin Specific Plan 'is hereby amended to read as provided
in Exhibit A (with strike -out 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
i
Ordinance No. 1432
SPA 2013 -001
Page 4
STATE OF CALIFORNIA }
a
COUNTY OF ORANGE } ss.
CITY OF TUSTIN }
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:'
FEEp
JEFFREY C. 'PARKER
City Clerk
Published:
I
Chapter 3 a Land Use and Development/Reuse Reaulations
ACREAGE NON-RESIDENTIAL USES RESIDENTIA)
Total Floor DU's
Desi F.A.R. I
-enationlPlanailln- Area Gross Net f . Area Ft "2 Per Acre I
-4
C, a
Planning Area 9-12
RESIDENTIAL
Planning Area 19
ow_ensi (1-7 du/ac)
Residential Core
Planning Area 4 1 54.21 43.41 N/A 7 Y
Planning Area 15
Planning Area 21 127.11 1 IL01
I EEEE 14E�7S
I-E, EEEUN/A I 7C
88.3
Medium Density_(8-15 du/ac)
See Standards
--flanning Area 5
51.7
41A
Parks and Open Space 3
-N/A
15
62
Park and Open Space'
Planning Area 22
73.4
61.0
117.3
N/A
15
A
N/A
Elementary School K-8
Planning Area 16
31.0
27.9
0.4
486,130
0
Neighborhood Park
16.31
1631
0.4
Z54,U I I
N/A
0
Commercial
Medium -Hi h REsit
1 (16-25 du/ac)
Planning Area 20 29.4 23.51 N/A 25 37
Transitional&Tv ency Housin
Planning Area 3 5.1 5AJ 0.6 133,294 0
Residential Core
Planning Area 15
Residential
172.7
159.8
N/A
Low Density (1 -7 du/ac
N/A
7
Medium Density (8-15 du/ac)
N/A
15
Med-Hi Densit y (16-25 du/ac
N/A-
-25
Element School
-
N/A
N/A
N/�
Parks and Open Space'
,
59
59
N/A
N/A
Subtotal, Res idential Core, PA' 15
228.8
SUBTOTAL 582.6 518.2 NiA 133,294 NJA 3,71(
COMMERCIAUBUSINESS
Commercial/Business
Planning Area 9-12
16.7
Planning Area 19
Residential Core
Planning Area 15
See Allovvcd Uses
88.3
73.4
See Standards
1,267,324
Community Core
0
Parks and Open Space 3
29
29
202.8
Park and Open Space'
72.0
Subtotal, Planning Area 9-12
117.3
102.4-....
N/A
J891
Planning Area 16
31.0
27.9
0.4
486,130
0
Planning Area 17 1
16.31
1631
0.4
Z54,U I I
N/A
0
Commercial
. .......... .
Planning Area I$
16.7
Planning Area 19
Residential Core
Planning Area 15
Village Services
154.0
Planning Area 7
4,757,279
Community Core
891
Planning Area 8, 13, 14
See Allowed Uses
202.8
Park and Open Space'
72.0
14.51 0.351 -
)z I seebtangaras I
46-1
661
N/A
921 N/A
INSTITUTIOAALIRECREA TIONAL
Education Village
44mo4g-A+ea-l- 14-466-5 424r7665 0.38 - 0.5!V4 444-164 0
1,087,970-
1,710,7
Planning Area I -B
Educational
uses 0.e ,
Commercia 'I
Offices, R&D, etc')
WAS Tustin Specific PlanlReuse Plan City of Tustin
Page 3-6
154.0
See Standards
4,757,279
25
891
72.0
High School
40.0
40.0
N/A
J891
Subtotal, Comrmmit y Core 1
F!f!!
314.8
66
7,279
891
SUBTOTAL I
584.71
511.51
_N/A
1
8223,085
2
N/A
INSTITUTIOAALIRECREA TIONAL
Education Village
44mo4g-A+ea-l- 14-466-5 424r7665 0.38 - 0.5!V4 444-164 0
1,087,970-
1,710,7
Planning Area I -B
Educational
uses 0.e ,
Commercia 'I
Offices, R&D, etc')
WAS Tustin Specific PlanlReuse Plan City of Tustin
Page 3-6
Chapter 3 e Land Use and Development/Reuse Regulations
1
TABLE
3 -I
LAND USE PLAN STATISTICAL ANALYSIS
ORGANIZED
BYLAND
USE DESIGNATION
ACREAGE
NON - RESIDENTIAL
USES
RESIDENTIAL
USES
Total Floor
DU's
Total
Designation/Planning DesignationlPlanning Area Gross
Net
F.A.R.
Area (a. EL "'
Per Acre
DU'sa'Z
Law Enforcement Training
Animal Care Center
Nwm I-Ca
l+il 4'� elt r
Planning Area l -D
Child Care Center
f"'ducationEal
':'�'C3i2- ecltrczaticrrrct! !'elaZtC'c7 if€.S' �L, aa.,
�(rices, C ounnetciuL R&1), eic°.)
Planning Area 1 -E
Educational
. tin- Y'itCLtfllilJtF °t`cicfC €liuseS (d.c..
Planning Area l -H
Educational
,: s Il�ftIZt C'fTfllJ1Jftl °.)el8fie'Ci7rses It.0 -,
C %�tcc's. C cannncrci ai. R&D, eie)
P44 *41'-- 1'-- IA 7 1
%?atiE7iii�1
l,xz °si �k7�t,°i�§'}i£si#F- 1fi33}1f3#
Plrirtning,: Area I -K
MEMO
Educalional
1, tan- etlrreealt`vtrrXl YClttit't/ uses i`Lc.r
Qjfiees, 4 oiwn6:t`eial, R&Ll eta)
Planning, r17 ea I-1,
; Educational
'(it} °ecledCC7XZr 1itZI F'c'ICd1i'CI uses lie,,..
Planning=trea 1 -C
Children's Care shelter
Planntngx-rea 1 -h
Educational
al
Planning,' Ir a I -Ca
Other
' C.i( vernmew k'ac litac s
pla nning Jiva 1 -1
I tltteattional
Law, Ia�fbrcetnew 7 - aining
r Ott -t'il1(t'CiiFl�i1E11�3'f'IZttG fl uses (i.e.,
Qfice , Cownercuf, R&D, etc..)
rinilli al M'att`e Center
plawling "I rea 14
Ulric ational
lCommunity Park
Planning Area 2 (Community X4.1 24.1 0.11 40,531 ---01 0'
a
WAS Tustin Speck Plan /Reuse Plan City of Tustin
Page 3 -7
Chapter @ Land Use and 1 n Regulations
Fma-mmis, TABLE 3 -1
LAND USE PLANSTATISTICAL ANALYSIS ORGANIZED BYLAND USE DESIGNATION
ACREAGE NON- RESIDENTIAL USES RESIDENTI9USES Total Floor DU "s Desi nation/Plannln Area Gross Net F.A.R Area'S . Ft t,a Per Acre
Urban Regional Park
Planning Area 6 (Urban Regional Park) 84.5 84.5 0.16 574,992 0.1 0
Right-of-Way
Arterial Roadways .° /7Z2 17Z2 0 0 0 <
Drainage (Flood Control, Storm 28.5 28.5 0 0 0
Drains)
SUBTOTAL 438.8 435.2 N/A 2;025, 0 0
2,222,19:3 .
TOTALS: 1606,1 —14f N/A 1t�3 fS - 0 4,601
It
1,44X5 1
11,2C)I, Ie2r
1, Residential dwelling units and non - residential ADTs may 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.
I Consistent with authorized uses within each neighborhood, exchanges of square footages between approved land uses in the Non- Residential
Land Use/rrip Budget may 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.
_?-/ l"AS. art +lRvallloor Area s(juarefaotag rangmvr�flectl3rutr2zrc, rrarrin potential derelopmentf kj_e 4knruponthemix r'Imulnseizamisid!jrzr
to the Vehicle tales allocaietl to the suhplaunii�g areas pin -tram to the Development,- Igreement and , finemlecl, -Ind k stwectAgret rnent 1wrat erro
fhe (7ity of Tustrrr and the South ortrrkge t"raursty Comill Witty College f61- Convey unce jrr P,wtion o} AX!, i5, e'tistin wtet the Establishment
blishment
fc z <3 f'rretc'crrf h cf nalogt ,l cltrc�rtauncrl f, °crrtrl. ts,
S
X�
City of Tustin MCAS Tustin Specific PlanlReuse Plan
Page 3 -8
Chapter 3 e Land Use and to nt/ u ulations
TABLE 3 -2
tie
LAND USE PLANSTATISTICAL A
ANALYSIS ORGANIZED BY NEIGHBORHOOD
ACREAGE N
NON- RESIDENTIAL U
USES R
RESIDENTIAL USES
Grass N
Net F
F.A.R. 7
7afaf Floor
Tatnl
Del nP:nit Area G
Ares S . Ft x
Per Acre I
IIU'sr'x
NEIGMORROOD A
Planning Areas 1_l3 I- D, 1 -E; 1411 J K,1 -1, 6
66 5 6
66 5 0
038 - 0,59" -
-I 41 2, 4 0
0
Planning Area l_g 4
4,0 4
44 -
-7'9.7f1-
r z : 1
1, 71o, Im)4
Educational 1
10.0 1
10.0
ar n- draccatiartnl -t' lczt d
uses, Vii.,> ,
QUices, (3t7a712ercial1 I?&, D . etcJ
l L"UnI iL tit iziUi ,
Animal Care Center
04iW Q -1}e lfk 4
4rk)
Planning Area 1 -D
Child Care Center
I "tPtcetatictacat 2
2.4 2
2.4
a,car- L'Clilatat?tttrl- rTatfePl ttses
(Le, l?%ices, Commercial, IM-1),
ete.)
Planning Area I -E
Educational
rrr erlruti trcrlw?:elrrta rt rises X
X3.1.5 l
l 9'x.5
(i.e., (lff ces, Commercial, I &-A
3'1ki€rl l 1
14) ;
;
I kikk£x'ct oral
1 `x'.5 -
-1-
OEM
Planning Area 1 -1.1
Educational
; f?li- eta' ttt . "C717cJT7t71 -f't'itilc'lluses 5
5",- 366 -
-5 4.45 3 6, 6
flx., C)f ees. Commercial, R&1).
etc'.) ,
Plannirtgarea I -K
Educational
�'�attueracaticrtul- tlrrtcct uses.(l 3
3,0
(i e=, ) /jives. Commercial, R&D)
etc-' )
P
Plannir�g,lrea 1_E
E(larc cattonul
kt3Yi- f?f#'tfC<ritlit %iil-f ?Et7c�C uses 1
10,0 R
RM
(i.e- Qfflces, Commercial, R
etc-)
l't f" °1'1ItiII lC'71 I1 5
5f1 "
"#
,- .)1" €30f,
Planning Area I -A lit 0 /ft o
Elementary School
PlannitkgArea 1 C -ko 4.a
Children's C care- the lter
PlanningJrea 1-F 150 15,0
bducration al
lllanningArera I -G i5,0 11.4
Other
Government P''acilifle,s
planraing'fr ra 1 -I 10,0 10 0
Educational
,�,tal3' Egfb cc'i tent '.z rah1tf'ig
Ofrice
Animal Care Center �.
City of Tustin MCAS Tustin Specific Plan /Reuse Plan
Page 3 -12
Chapter 3 e Land and V 1 n l u se Regulation
f
TABLE 3 -2
LANK USE PLANSTATISTICAL ANALYSIS ORGANIZED BYNEIGHBORHOOD
ACREAGE
NON - RESIDENTIAL
USES
RESIDENTIAL
USES'
DesignatiotilPlanningArea
Grass
Net
F.A.R.
Total Floor
a,2
DU's
Total
plawlingilrea 14
4,0
Area (Sq. Ft.)
PerAcre
BU's'''
': �f1.lEct£is�tSt£l
SUBTOTAL FOR PLANNING AREA
I
�: 124,5
- P- 4412a9
N/A
-x741 51-
0 0
1,+5116, 670 -
2,22q,580'
Planning Area '2 (C)mmunity Park)
24.1
24.1
0.1
40,531
Planning Area
5.1
5.1
0.6
133,294
SUBTOTAL FOR NEIGHBORHOOD -A
-1,-.W-44-76
1,780, 95-
157 i
/1 i
N1A
2,111.7115'
0
0
NEIGHBORHOOD B
Planning Area 4
Low Density (1 -7 du /ac)
54.2
43.4
N/A
7
304
Planning Area 5
Medium Density (8 -15 du/ac)
51.7
41.4
N/A
15
621'
Planning Area 7
See Allowed Uses
20.7
19.0
See Standards
248,292
N/A
SUBTOTAL FOR NEIGHBOR HOODB
126.6
103.$
N/A
248,292
925
NEIGHBORHOOD C
Planning Area 6
84.5
84.51
OJ61
992
SUBTOTAL FOR NEIGHBORHOOD C
84.5
84.g
N/A
E574',
992
I
EEE,
0'
NEIGHBORHOOD D
Planning Area 8, 13, 14
See Allowed Uses
Parka
2018
159.0
See Standards
4,757,279
I -25
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
893`
NEIGHBORHOOD E
Planning Areas 9-12
See Allowed 'Uses
88.3
73.429
See Standards
1,267,324
7
29.0
SUBTO'T'AL FOR NEIGHBORHOOD
117.3
102.4
See;.Standards
1,267,324
0
0
NEIGHBORHOOD 'F
Planning Area 16, 17, 19
85.9
818
0.4
1,442,707
Planning Area 18
16.7
14.5
0;35
40,846
SUBTOTAL FOR NEIGHBORHOOD F
102.6
97.3
N/A
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'
59.0
59.0
Planning Area 20
Residential - See Allowed Uses
29.4
215
Low Density (I -7 du/ac)
Planning Area 21'' - Tustin
127.1
115.0
Residential - See Allowed Uses
J793
Law Densit f1 -7 dulac
SUBTOTAL FOR NEIGHBORHOOD G
427.5
394.1
N/A
466,637
N/A
,a
MCAS Tustin Specific PlanlReuse Plan
City of Tustin
Page 3 -13
Chapter 3 9 Land Use and v l tl u ul ins
TABLE 3 -2
LAND USE PLANSTATISTIC'AL ANALYSIS ORGANIZED BYNEIGHBORHOOD
ACREAGE
NON -RE 'IDENT1AL USES
RESIDENTIAL
USES
Gross
Net
Total Floor
FA.R. `
DU's'
Total
Desi nationlPlannitr Area
A
Per Acre
I DU's""
NEIGHBORHOOD H
Planning Area 22
73.4 61.0
Medium Density (8 -15 du /ac ) '
15 402
Elementary School is -8
Nei borhdod Park
SUBTOTAL FOR NEIGHBORHOOD II
' 73.4 61.0 N/A
N/A NIA 402
RIGHT -OF -WAY
Roadways
42-341772
1-7'A4 17,7'?
Drainage (Flood Control, Storm Drains )
28.5
28.5
SUBTOTAL FOR RIGHT -OF-WAY
U-1-A 2t13.7
4-N-A 215.7
N/A
N/A
4
0
TOTALS:
4-r464.4
44,394g5-5,J
1,606.1
1,fi. -
N/A
10t 578,572-
N/A
4,601
11,.701; 342`
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.
1 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 FIR, and �C31ct1 �`ICiaiY. -tf�rJ 4Ljt1Et1 a,���ttTE7�,'e' I °tlnfges r flea dC'/'s?6 #dent upon the mix hind tiles cunt 5 dy ec
to the vehicle trips allocaled to Me ,§` P1bj1 /t7ti177ng..ttre(IF /7t rsitani la the DftY't'It1Kmentl Igrve #ftE't7t Gild Antemled'11 J`Restaied l-41'reement between
they n,of Tustin aful the South Orange CL7fti2m?:Ct3F #tdt12tnk College.Districifor Conveyance g1'aPortiongfMC14S Tustin antlMe. Esfab /h/iillent
tJ/'ttPf atj!'a'ti2GL't} l�'iftttDjt7t?y. � ij3JCdttG?#8EZ1 f itdt7j3i7�.
3.2.1 Lend 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.
3.2.2 Maximum Dwelling 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
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. Grass acres is defined as total
acres less arterial roadways.
City of Tustin MCAS Tustin Specific Plan /Reuse Plan
Page 3 -14
u�
r .
7
its
v
� u
n'44
Nis
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jr
fi
a
w
'
S
v
i
ti
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t "
-„y,
� ,fir �yY � p�.. � ✓/'
a0
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LAJ
ix
MORI
ME
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i
Chapter 3 e Land Use and Development/Reuse l i
3.3 NEIGHBORHOOD
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, cJie�, crr rrtlie rrra- rr��iclr licrl uses. The
Education Village is comprised of subplanning areas 1 -A through ;I -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. 1t -ipcI w,...,,tl; ' tildii i u
V41-1a, es Included
within PA 1 -A is a 10 -acre elementary school site p --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 -C). The
Education Village rna ° irill' also include an
educational use operated by the Rancho Santiago Community College
District, and a City -owned site. 1��ariou<s ur ice, research and develrrprraent,
and sql)porlht q commerchil uses are 1yer itte l to coinjile r ent e,eliteatron al
101-MME uses in rVFcr'f,hbor °hood f,(. In addition, a more detailed description of these
� 3 k
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 WAS Tustin Specific PfanlReuse Plan
Page, 3 -18
Chapter 3 * Land Use and Development/Reuse Regulations
3.3.2 Planning Areas I-A, I-B, I-C, I-D, I-E, I-F, I-G, I-
H, 1-1, I-J, I-K and 1- L1 (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 14)
• 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 -1
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
OMM
SOCCCD for County's future ownership of PA 14)
• Nursery school or child care center
P
• Public school, community college, educational campus or
P
other educationally oriented uses
• Private school
PC
0 Ifulontobile research, design, and development P
Connnunications businesses P
Corporate headqnarters,,,1qffice P
Data storage, retrieval, send-receNe operations P
Electronic equipment testing P
City of Tustin MCAS Tustin Specific Plan/Reuse Plan
Page 3-19
C%apter 3 e Land Use and v l rat/ l ti n
crssemb,,, awl te,wiig,1j cllliic=s
(;el7emil e flCes
iJt t {i' i7 7 � ,' il3X�ti' Ifi InC °ubwor (IlexiblC') builclin s
P
S Y1L 'dl ? 7 �$`t G Lt11t?i1jLl# school
P
Live
Liv l�c'tJ��it't }tLrrr�L {rr�ltd� #Itr %tr��Yaii��LCZtcr'
P
r lechc ed.,llenteal clinics
P
- fotion picture recortling silt,,ho s
jwul
j
f'hcr /��riG�GC't��rc'�c3 �f ()clrcCht.� t�t��zi��IC' tzar 't�� ;��If�drx�'tr'rf7��t�t��t
jP
1'
1'r eision machine shoo)
�
ac,se crr£ch #37Lf C #fat { i(T3 % %JFtt {tC'1 #1tZC'. tZll£'Z�CdIs
j
laboratories, hiolechnologv, pres(hwl clevelrr nrent,, crrr(l
P
mania ciclrtring)
Science laboratories
.'Wnulklliml developirrew Ilse's
Sof lvare design rises
P
l echnoloQw C'xL`l)tl %1 gt'r'ft)`an..Ye 5£'t' €'Ice
7}
I1'111(
()the!' non-lisle(! uses Hiatt f tr i tee° the pitllacase and intent
cajf the Lellleellrcarr l rllcaf c as tletcrrtlineo' lrtt the Community
I. e elolnuent Director
B. Prohibited Uses
Thefi)llowhlr , non- echtctrtr'onal related rises are prohibited ill
Plcannin ,flreas 1 -II, 1-1), I -L, i.,1�, 1 -1, 1- L -L;
f2esitlertlitah`c rrrrrrercr l Mixed ed ars=es°, five/work
flcaft nle� czrrtrtet uses, unless crssocirrt tl iviaa or Support
eelracrationrrl rises
Resstlentital aft °ellings (except' tlor °lrtltojr v otzcl sltrclertt
Shopprn r center.y or commercial strip; centers and retail
"AWS 01 `pr° 15, 100 square f el in size
11oleZ a c motels
Gmeeiy slores/ srcpernrrrrkels•,; mini-markets or rraini-
rrlcrr4, err s°in lcrr'lbocl relaal rrlacar:cations unlesas` sj -)ecr cea/4) =,
ancill ar v Io € n eehic ation al use Or as al,71)ro veer b.Y the '
t'orrrmunily :Develolintent Director"
Cot re rate care frleilrlies•
Health chair tetcepl fnr use by stutlents, fticulty ralt(l
crrrrlms emj)Igvee.s
Live �, titer° tt -rlrtitientl til r °tc-litrr rent uses, such as
CO!"rrrercrcrl rratalaorr prctlare 11,ealer s, rfrlless associated
IM
City of Tustin
WAS Tustin Specific P1anlReuse Plan
Page 3 -20
Chapter 3 Land v l enVReuse Regulations
u4th edu citional uses
Ririe parlors, bingo halls, c osrnos, or other goinin
establishments c=c nduc tine , cartes (# cheinc,e
I riveathr ott ,h uses
Auto soles, leashig or repairs. eind tecrecttion(rl vehicle
(R I) series, renud s or repairs
Second band stores, thrr t store v, Irrrwn shops, or indoor
or outdoor flea rncrr °lets or farmer .s mcirkets, ,unless
cipprovecl by the (,`onununir y, Development l epartin ent
SexucrlIv oriented businesses cis de�znecl trr .S trop 3911 of
the Tustin City Code an ssttNect to applicable kav
I'ro eling carnivals or tires, excepl as rnav be alai >roveel
jrar promotiontil events under the l)ec is Plan or Tustin
cir y Code
{scs Ir.stecl rrr l ustrra rte. s rrcicx =Sec °trcrn J Cilr
•.. Jail Facilities
C. Accessory Uses and Structures
Accessory uses and structures are permitted when customarily
VIN
associated with and subordinate to a permitted use on the same site;
ON
and would include:
• Guard houses, gates and ether security facility structures
in ' l -I
- ustflaVee ° s it x l c rt }
zinc
• "I. bo _ >1pyt
UtSik M.EZZy- `l"iEtilTi'tL'T '3ry"i %7irTI" IL 1R. "Lii tik
cie
• Maintenance facilities, structures, outdoor storage
i es
• ed-ireaf/dentaWmiei
• 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
I. Minimum lot area - no minimum requirement
N
WAS Tustin Specific Plan /Reuse Plan City of Tustin
Page 3 -21
Chapter 3 e Land and ev l n t/Reuse Regulati
2. Maximum building height - 100 feet (six stories)
3. Maximum floor area ratio - .30 FAR, except for su lan nin
Arttcr 1 -B, - 1 -11, 1- and 1 -1;, ivhie/ .� %rttll'b ,38 -
.5911 11 `, (md 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, hardseape
roads and service areas, shall be landscaped.
b) Compliance with the City of Tustin's Landscape and
Irrigation Guidelines
MINE c): Compliance with the :Landscape Design '.Guidelines as
detailed in Section 2.17 of this Specific Plan
7.. Bicycle and pedestrian circulation facilities shall p rovide
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. wilding 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.
Frill range ref7eci& the inevOtti to Potential (leveralantent tlepemlernt atoo n the naix ?f hind
ttses and subject to IN vehiele Grips allocated to the suhlV ananinag areas Iput.irant to the
Development _ oivernernt Ganef fnzetzded Anti Rest ated .;Igreement between the 'l ins of
Tustin and the Soutft Orange coutran° C of ntnuni�v College Distilet Jbr Conve��nntee raf ca
Portion of AIC AS; Distill and the Establishment oJ'on Advancet! Icchnzo rgt E;'A'Wtion al
City of Tustin WAS Tustin Specific PlanlReuse Plan
Page 3 -22
Chapter .,3 e 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
111
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 t4i� - -} -C, . 1 1 ry 4 1- --and 1 -1 prior
to reuse or new development (refer to Section 4.2.2 of this
HOME
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 Californiawti
WAS Tustin Specific PlanlReuse Plan City of Tustin
Page 3 -23
Chapter 3 e Land Use and Development/Reuse l i n
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 (snly)Planning Aarea 1 -H) in the event an xeh ange cif
land' does not occur betti,een the C by cif ustin tit ISO(,,(,
,
6. The baseline mix of uses for .sub -P lanning Aareas
1-1'= 1 -1I, I -K and l -I is 0851 percent Education Village and
-249 percent r zc e am/ others nonreshlentical uses'. The baseline
nary- of its es .1br .1b all crllk ?r suJxplanning areas ivithin Plannif�
,ebv a I .hall be 98 peivent Echicaticatt Villoge and 2 percent
erat
Commercial or other nonrresicicxmi al raves:, Ybe mix o/ uses
,s /hall wtiteh ,44 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.
IG.
Development or Reuse Guidelines
I 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
rn, '
lighting
City, of Tustin
Page 3 -24
MGAS Tustin Specftic PlanlReuse Plan
Chapter 3 9 Land Use and DevelopmenVReuse 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
--)eor °fN�
�d%vv^
.rt Tom?
.0 S
0 IN
HIO
i
4-.2, Buildings shall be clustered to create plazas, focal areas, and
activity areas.
571 Utilize the "Village Green" and other courtyards in the siting,
and orientation of buildings to provide focal areas and enhance
pedestrian activity.
-4 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.
NONE
WAS Tustin Specific PtanlReuse Plan' City of Tustin
Page 3 -25'
Chapter 3 a Land Use and DevelopmenttReuse l ti
cl OfTusdn
Page 3 -26
WAS Tustin Specific PlanlReuse Plan
Chapter
3 9 Land 1®
n1 Regulations.
Parking Spaces per Square Foot
Use Type ?
o Gross Floor Area
TABLE 3 -6
NON-RESIDENTIAL OFF-STREET PARKING REQUIREMENTS
Parking Spaces per Square Foot
Use Type ?
o 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, ether than medical
l space /250 square feet of gross floor area
or dental
d. Veterin 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
ro e
Research and development
I 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 `
I 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
I 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 I space /every 2 members of the
institutions of higher learning,
faculty and employees or alternative parking requirements
parochial and private
P111s1funt to a parking sfu(4. prep areel y aprgl,�Ysionaal eir gineer
c. Senior high schools, public,
l 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 I 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
O
E
Chapter 4 - Q pecific Plan in istration
M
PROCESSING 4.2 DEVELOPMENT
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:
I. 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 subplann ng areas: PA 1 -A -,
PA 1 -C, P-A- 4 and PA l -IIs, 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:
01
MCAS Tustin Specific Plan /Reuse Plan City of Tustin
Page 4 -3
Chapter 4 a Specific In Administration
TABLE 4 -2
t
PHASING PLAN REQUIREMENTS
LEE& Generat j o a General a&,ering Mechanism
Parks 1) Regional park; 1 } Site can be used upon transfer to County;
2) Community park (24 acre); improvements will occur per agreement
3) Community Park (46 acre), neighborhood with City of Tustin;
parks and private parks; 2) Site can be used upon transfer to City;
4) Neighborhood park in Irvine. upgrading will occur upon receipt of
adequate funding including park
development fees;
3) When adequate park development fees are
received, subject to development
conditions, development agreements and
funding availability as applicable;
4) When adequate funding has been secured
from assessment district funding, tax -
increment or develo er -negotiation.
In addition to applicable sections of this Phasing Plan„ the provisions of the'oint Final EISlEIR will a2gly.
4.4.4 Circulation Improvements
Circulation improvements associated with the project are specifically
identified in the joint EIS /EIR. tin- site circulation improvements within
the Project area are generally summarized in Table 4 -3.
TABLE 4 -3
k
NINE
ON SITEARTERIAL CIRCULATION IMPROVEMENTS
Limits
Raab From To Classi rcation
Barranca Park" ' annel Harvard Avenue Major Arterial
Edinger Avenue A 'West ofJamboree Road Ma or ArterialRed
Hill Avenue ' North of Valencia Avenue Major Arterial
Tustin Ranch Road Edinger Avenue Barranca Parkway Major Arterial
(including interchange)
Warner Avenue Red Hill Avenue` North Loop Road' Major Arterial
Harvard Avenue Barranca Parkway Edin er Avenue Prim' 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 Parkwa ` Secondary Arterial
Carne ie Avenue Red Hill Avenue` Armstrong Avenue SecondTj Arterial
East Connector Edinger Avenue North Loop Road Secondary Arterial
South of 0CTA/SCRRA
Harvard Avenue Edinger Avenue Secondary Arterial
Railroad
Le ac 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 Second2g Arterial
West Connector Edinger Avenue North Loop Road Secondpa Arterial
ell Avenue Red Hill -1venue ' Arnair mi A venue Seeondat-v Irterial
Aston Street Camegie Avenue Barranca:Parkwa Local Collector Street
offett Drive North Lao Road Harvard Avenue Local Collector Street
weet Shade Harvard Avenue I.Local Collector Street
r
City of Tustin WAS Tustin Specific Plan/Reuse Plan
Page 4 -14
Chapter 4 @Specific Plan Administration
TABLE 4 -3
ON - -SITE ARTERIAL CIRCULATION IMPRO vEMENTS
Limits
Road From To Ciassi rcation
PNew e Road North Loo Road - - Local Street
oad '' North Loo Road Local Street
ovement
Requiremen ts for off -site circulation improvements are discussed in the
joint EISIEIR. They generally consist of partial improvements to existing
roadways and intersections. Improvement casts 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 fiends may
N.
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 - Sarranca' Parkway to just south of OCTAISCRRA
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
Severyns Road
West Connector
1� r
WAS Tustin Specific PlanlRause'Plan City of Tustin
Page 4 -95
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 EISlEIR. 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 ALIT thresholds shown in the
previous table, interim uses and leases which do not result in greater ADT
City of Tustin MCAS Tustin Specific PlanlReuse Plan
Page 416
EXHIBIT 3 TO ATTACHMENT C
Draft Ordinance No. 1433 and Development AgreemeO
ORDINANCE NO. 1433
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 ISO
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,
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.
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/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.
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
MEM
V111
NES-
MI
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
MIN 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
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:
COUNCILMEMBER AYES:
COUNCILMEMBER NOES:
COUNCILMEMBER ABSTAINED:
COUNCILMEMBER ABSENT:
JEFFREY C. PARKER
City Clerk
Published:
STATE OF CALIFORNIA
COUNTY OF ORANGE ss.
CITY OF TUSTIN
ORDINANCE NO. 1433
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:
COUNCILMEMBER AYES:
COUNCILMEMBER NOES:
COUNCILMEMBER ABSTAINED:
COUNCILMEMBER ABSENT:
JEFFREY C. PARKER
City Clerk
Published:
RECORDING REQUESTED BY:
AND WHEN RECORDED INJAIL TO:
City Manager
The City of Tustin
300 Centennial Way
Tustin, California 92780
DEVELOPMENT AGREEMENT
mail
AMENDED AND RESTATED AGREEMENT
between
THE CITY OF TUSTIN
DRAFT DATED 4/10/11
and
110
THE SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT FINE
for
CONVEYANCE OF A PORTION OF MCAS TUSTIN
and
THE ESTABLISHMENT OF AN ADVANCED TECHNOLOGY
EDUCATIONAL CAMPUS
X704-44062 1 12669SA4
4i 1 0; 13
TABLE OF CONTENTS
-r- 5764 - 44062- 1126648.14
4 /10'1
Page
1.
SUBJECT AND PURPOSE OF THIS DEVELOPMENT AGREEMENT,
APPLICABLE REQUIREMENTS
1
..........
1.1
Background for this Development Agreement- .... .......................
I
1.2
Definitions, Attachments .......... ............................... ..... ..
....... .....I.........................
_
J
1.3
Purposes of This Development Agreement ......... ...............................
1.4
Effective Date ......................................................................... ...............................
6
1.5
Federal Requirements Applicable to Tustin Legacy .....- .....................
1.6
Local Requirements .............................. ............................... .. ...............................
7
2.
DEVELOPMENT AGREEMENT ..................................................
8
...............................
2.1
SOCCCD Property, ....... .............. .....
2.2
Vested Rights .......................................................................... ...............................
8
2.3
Right to Develop on Effective Date ........................................ ...............................
9
2.4
Timing of Development .......................................................... ...............................
9
2.5
Vesting Tentative Map ............. ............................... ...... ...............................
9
2.6
SOCCCD Oversight ............................. ...............................
9
2.7
................
Rules, Regulations, and Official Policies ............................. ...............................
10
2.8
Annual Review ......................................................................
11
19
...............................
Section 2 Defaults and Remedies ......................................... ...............................
12
3.
DEED
RESTRICTIONS / COVENANTS RUNNING WITH THE LAND ............. 15
3.1
3.2
Binding Effect ............. ...............................
Covenants
.............................................................................. ...............................
15
4.
DEVELOPMENT
AND REUSE ...........................................
...............................
IS
4.1
Development General Requirements ....................... . .. .....................
15
4.2
Major Improvements, ............... -- ... I .......... .............. ..... I ......................
- ... 15
4.3
Development Approvals ....................................................... ...............................
16
4.4
CEQA .................................................................................... ...............................
17
4.5
Courtesy Review... ............. .............................. ....... .................................
17
4.6
Development Coordination... ........ ....... ........ .......... ..............
18
4.7
Existing Habitable Structures ................
5.
LAND USES; TRIPS ......................................................................
18
...............................
5.1
Uses ............................................................. ............................... .
5.2
Permitted Leases ................................................................... ...............................
20
5.3
Trips. . .............................................. ......... ........ ...... ......................................
... 20
5.4
Dedications of No Effect ...................................................... ...............................
20
6.
UTILITIES
AND INFRASTRUCTURE ......................................
20
...............................
6.1
Backbone Infrastructure Program ......................................... ...............................
20
6.2
Other Entities' Tustin Legacy Backbone Infrastructure Program .......................
22
6.3
Horizontal Improvements ......................... ...............................
22
WINE t
.4
Utilities ..................................................... ............................... ....22
-r- 5764 - 44062- 1126648.14
4 /10'1
TABLE OF CONTENTS
(continued)
faAc
7. CONSENT TO BLGG[LAl[lON AND FINANCING ................................................. Z3
0.
|ONVYR0/74MEwJTAV. PROVISIONS ........................................................................... 23
8.1
Aa Is, Where Is, With All Faults ------------------------'23
82
Euv�ouoocu�dM�ib � -----------------
23
8.3
Adequacy nf the CE()/\ Document ........................................................ ............
24
9.
TRANSFER
AND CONVEYANCE ............................................................................. 24
9.1
Initial and Subsequent Cl � ------------------------'24
92
Escrow Instructions ............................................................................. ................
24
9.3
FooneofCity-S(}CCCI) Conveyances ... ........ ............................... —.........
—24
94
Quitclaim Deed ............................................. ......................................................
25
9.5
Surveys and Title Insurance --- .............. ......................... —............... .........
25
10.
ESCROW CLOSING ~,....-.-,~~......-~.~.^,-^~-~^^~~-~..^^^.-,^~^~^.---~^'~._',^.^-'25
10.1
Applicability ---------------------------------.'-25
182
City Document Deliveries .......................................................................... .........
25
103
S()CCC[) Document Deliveries .......................................................................
'26
104
Procedures for Conveyance ofS(}CCC[) Property from City toS[)C[C[) .......
26
10.5
Amendment of Prior Instruments ... ...................................... ................. ............
27
ENTER
y(,
COVENANTS
AND RESTRICTIONS ........................................................................
Z7
l|.l
Yv|uiotcuuoce Covenant ............... ------------------------'27
1i2
Nk)n-[)ixc�noioo�onundEun»|()»»»r�uni ................. — ...................................
27
13.
CHANGES 1[O OWNERSHIP AND CONTROL BY SOCCCD ..............................
J8
12.1
Restrictions on Rights and Powers Under Agreement.. ........ —................. .......
28
122
Restrictions onTranotec------ ..... .... ........ ................ .............. .........
'2U
lZ]
Other Transfers ....................................... ....................... ........ --....... .............
32
124
Irriproper Transfers ............................................ ...................... ...... ....................
32
12.5
Assignment k}Bokeroo[Pcru'ittcd Mortgages ................... .................... —...
33
126
Mortgagee Protection ............ ..................... ....................... .............. — .........
�33
12.7
Permitted Foreclosures .... ........ ................................................... ....... ...............
38
13.
RIGHT OUr REVERSION .............................................................................................
4U
13.2
Rights of City ............. ..................................... ............................... ...................
40
13.3
Reversion Conditions .......................................... .................... .....................
_40
1I4
Exercise o[ Right u[ Reversion ......................................... ....................... ..........
4|
14L
INDEMNIFICATION
AND ENVIRONMENTAL PROVISIONS ,................4|
14.1
S(}CC[[)`y Indemnification ................. ........................................ ---.........
4|
14Z
Eovir0uozcu\a[1odesnnificu\inu .......... ..................
14.3
............. ----------42
Duration off ndoconi ties, ..................... ........ .............................................. —...
47
-ii- j
�764-4402 1126698.14
TABLE OF CONTENTS
(continued)
Page
15. REPRESENTATIONS ................................................................... ............................... 42
15.1 City .......................................................................................... .............................42
15.2 SOCCCD ................................................................................. .............................42
16. EFFECT OF CONVEYANCE ....................................................... ............................... 43
16.1 Effect of Quitclaim Deeds .................................................... ............................... 43
16.2 Possession ............................................................................. ............................... 43
163 As Is, Where Is, With All Faults ........................................... ............................... 43
17. CLOSE OF COUNTY- SOCCCD LAND EXCHANGE AGREEMENT ................. 45
17.1 Definition of SOCCCD Property Herein .............................. ............................... 45
17.2 Covenants of City ......... ....... ........ .............. ......... ..................... ... .... ......... ........ I... 45
17.3 City Obligations ...................................................................... .............................45
18. TERM ................................................................................................. .............................45
19. SHORT FORM NOTICE OF AGREEMENT ............................. ............................... 45
-iii- 5
5764 - 44062\1 126698.14
4'10 13
20. NOTICES ........................................................................................... .............................46
21. MISCELLANEOUS PROVISIONS ...................
.......... 46
21.1
Business Days.. .... .......... ............. - ...................... ................ ........
...... 46
21.2
Survival of Close of Escrow... ............ - ........................... .............. ........
.......... 47
21.3
Additional Actions ................................................................ ...............................
47
21.4
Interpretation..... . ....................... ......... ............................................. - ................
47
21.5
Waivers ................................................................................. ...............................
47
21.6
Binding Effect; No Assignment ............................................ ...............................
47
21.7
Counterparts ............................................................................ .............................47
21.8
Exhibits ................................................................................. ...............................
47
21.9
Recitals .................................................................................... .............................47
21.10
Par ties ...................................................................................... .............................47
21.11
Integration ............................................................................. ...............................
47
21.12
Approvals; Failure to Insist .................... . ....................... ... . ..... I ... ..... ....... ..........
... 48
21.13
Severability .............................................. ............................... .............1.............1.48
21.14
Estoppel Certificate ............................................................... ...............................
48
21.15
Defense of Actions.. ............................................ ...... .....................................
48
21.16
Attorneys' Fees.. ........................ ................................................ ...............
.... 48
-iii- 5
5764 - 44062\1 126698.14
4'10 13
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
14
Trip Generation Rate Schedule
Section 5.3.2
1
Form of Quitclaim Deed
Section 9.3
i
City Certificate
Section 10.1
K
SOCCCD Certificate
Section 10.2
L
Form of Subordination, Non-Disturbance
Section 12.2.2
and Attornment Agreement
126698,14
4 M U
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 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
Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational
Campus dated March 10, 2004, (the "Original Agreement"). This Development Agi-cernent
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.
Background for this Development Agreement
1.1.1 Pursuant to the Defense Base Closure and Realignment Act of 1990 (pall
A of"'Title XXIX Of Public Law 101-510, U.S.C. Section 2687 Note), as amended (the "Base
Closure Law"), the United States (the "Government") determined to close the Marine Corps
Ali- 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
764-44062 1 126698.1 -1
4`10 13
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
econ {n ?zle development of City and the Surrounding region.
1.1.2 In 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 1995. 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."
1.1.3 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 EIS /EIR and the Reuse Plan.
i
P
j
1.I.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 Marine Corps Air Station, Tustin" dated April 10, 2006; (2) that certain
f
"Modification Two (2) to Agreement between the United States of America Acting by and
5704- 4406?\ 1 1266988 14
4'10 13
NO
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
ID
(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 Farm Notice
of which was recorded in the Official Records on April 7, 2004 as Instrument
No. 2004000373082 (the "Original Notice of Sublease ").
1.19 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.
L L 10 On November 12, 2008, by Resolution No. 08 -35, the Board of Trustees
approved the Long -Range Plan required by the Original Agreement.
1.1.11 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 ").
1.1.12 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."
3
5764- 4406_',.1 1?6608.14
4 10 1
1.)]3 In addition, the City Council adopted an amendment to the Current
Specific Plau by (}cdbzouoe No. 1406 on (lnk/bcr 18, 2011 ((bc "2011 SP Amendment"), which
amendment was not immediately effective. The purpose of the 2011 SP 8/oondmoui is to
accommodate an exchange of real property (the "County-SOCCCD Land Exchange") pursuant
to that certain Aorcccnco( for the Exchange of Real Property between the County nfOcan(-.,u and
South D/aogc County Cocnonuody College District dated February 7` 2012 as annoodcd by
/\o\cndoncut No. ! thereto dated April 28, 2012, Amendment No. 2 thereto dated June 26, 2012
and Amendment No. 3 thereto dated 2Oi3 (as so urocndad, the ^^Cowoty-SOCCCD
Land Exchange /&#rccmmeat^'). The 2011 3P Anzcudnunoi by its tercoa, shall only b0000uc
effective upon the close of escrow for the County-SOCCCD Land Exchange.
1. 1. 14 On 1 2013, the City Council. adopted Resolution
No. uppnovin�xuorncudn\c��io�z�TuoiiuGcucru|p��u(°�0����]P/�mmeodmnoo|n>
` '
and conducted uflraL reading ofproposed Ordinance No. ________ approving ou aoocndnzcot
to the Current Specific Plan (ihc °2013 SP /kmmcodnmeot^`). Uo 2013` the City
Council conducted u second reading and adopted Ordinance No. approving the
2013 Sy &uleudoncot. The 2013 [}P Amendment and the 2013 SP /\nucodnucoi are snnoetinuco
hcrciuuftcc collectively ou(lod the °2083 Plan Amuumdmmeots.^' The purpose of the 2013 Plan
/\ozcmdnouub was to accommodate the toons of this [)ovolopnuouL /\g/eernuo1 as well as on
exchange of real property (the "City-SKVCCCD Land Exchange") pursuant to that ocduin
/\gzccouoot for the ]BzCbuugc of Real Property bnhwcoo the City of Tustin and South ()rougo
County Community College District (the "City-SOCCCD K'mmd 8Cmcbmoge Agreement") to
which a form o[ this Development Agreement ia attached umauExhibit. On ,2013,
the City Council adopted Resolution No. approving the City-S[)CCCD Lund
Bill A
Exchange Agreement. MW
\l|5 The parties coukernnlde that a{ some point after the closing nfthe Ciiy'
S(}C[CD Lund Exchange, ot such time as the Navy conveys the [ounh`S()C[CD Exchange
Parcel (as defined below) to the City or as otherwise agreed by County and SOCCCD, the
County-S(lCCCTJ Land Exchange will be c000unznoutcd. The real property which City will
convey (or sublease) to SACCC[) pursuant to the County-S(lC[CD Land Exobuugc is
hereinafter uu|lcd the "County-SOCCCD Exchange Parccl," and the rco| property which
80[CCD will convey /or cuonc City to sublease) to the County pursuant 10 such exchange, is
hereinafter called the "SOCCCD-County Exchange Purcol." The County-S()C[C[) Exchange
Parcel is more particularly described on Exhibit ' and the S(}CCCD-[nuoty Exchange Parcel is
more particularly described uu Exhibit B, both attached hereto.
1.|.l6 The Current Specific Plan as orncudod by the 2011 SP &ozeodozcnt and
the 2013 Plan f\mcodrocoCS and the p0di0ua of the Reuse Plan applicable to the S0CLCD
Property are hereinafter collectively called the "Specific Plan."
|.l.|7 The Specific Plan 000fbnus to and innp)urocuim the Reuse P|uu and the
Tustin Genoa) Plan as amended. The Specific Plan ioc|odcu all detailed planning, policies,
regulations, and inlp|crocutution sbntcgicS and procedures necessary to guide the reuse and
development ofall property located within M[}\S Tustin. The Specific Plan is intended to serve
as both policy-oriented and regulatory d0ouoocnb and contain the dcvo|opunout and reuse
4
5 704-4406o1126698.14
regulations that will govern all development, construction, and use of property at Tustin Legacy,
Subject to the provisions of this Development Agreement.
I. I - 18 Sections 65864 through 65869.5 of the California Government Code (tile
"Development Agreement Laws") authorize City to establish procedures to enter into bind I ing
development agreements with persons having legal or equitable interests in real property located
within City for development of the property.
I. L 19 Section 65865 of the California Government Code allows cities ies 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
I
public hearing on this Development Agreement in accordance with Tustin City Code §9607 (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 X9614.
I . 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 it 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
5764-4406-1 . 1]2669 .l4
4i 101 ;13
L3 3
Purposes of This Development Aareement,
13.1 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.
1.3.2 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. I
thereto in the form attached as an exhibit to the City-SOCCCD Land Exchange Agreement (tile
"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. I to Short Form Notice of Sublease in the form
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.
Closing
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
6
5764-4406211126698, 14
4 "10, 13
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.
L5 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 under 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 Linder Sections 81 130 -81 149 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 unposed 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.
1.64 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
5764 - 44062, 126698.14
4 /I0 1
I DEVELOPMENT AGREEMENT.
2.l SOCCCD Property. The real property governed by this Dcvc|upuioni
Agreement froin time to tirne is hereinafter called the "SOCCCD Property."
Z.1.| On Effective Date. The term "SOCCCD Property ou Effective Date"
describes the property iu Ioado Legacy that will be ov/ond or subleased hv8(lCCC[) oil the
Effective I)u10 after the consummation of the City-S()CCCI} Land Exchange. The S(}CC(.[)
Property on Effective l}ntc is more particularly described in attached hereto.
2.12 Notwithstanding the
foregoing, upon the closing of the C 0CCCD Land Exchange, the real property governed
by this [)cve|upmeu\ /\grccnlcut, and the '^
cocnuioQ of the 0crterm S(]CCCZ) Property," shall,
automatically and without further action by either Party, be dccnocd to exclude the S()C(.CD-
CounLy Exchange Parcel and to include the County-S(lCCC[) Exchange Parcel. /\ |ogu|
description of the S()CCC[) Property as it will be onuodtutcd uftc, the o}uyc of the Cuuoiy-
S(}CCCL} 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 Wdevelop the SOC[CD
Property in accordance with the tonom and conditions of this Dovclopnnccd &occenncut and the
terms and conditions of the Specific Plan, including the 2013 Plan Amendments, io effect aunf MEMO
the AnpoVvo/ IJutc. Without limiting the generality of the foregoing, 3(}CCC[) shall have the
vested right 10 develop the maximum square footage 0fBuilding Area (as defined below) that is n",
pmnoii\cd by the number of&DT`x assigned to the 8(}C[CD Property pursuant to Section 5.3
below, calculated pursuant to the "Trip Generation Rate Schedule" attached hereto as Exhibit H.
City shall have the right to ouubo/ the development of the S(}C[CT) Property t0 the outoot
provided in Section above iu accordance with this Development Agreement, the Specific
Plan, and City's police powers.
2Z1 Applicable Standards. The permitted uses ofthe S()CCC[) Property, the
density and intensity 0fuse, the vehicle parking plan, the heights, sizes, design and ooua1notiun
methods of the proposed buildings and landscaping, the on-site and off-site public
/nnynovernoota, the development schedules and the gcuc,u| provisions for reservation or
dedication of land for public purposes, and fees in lieu \bcrcu[ shall be vested in oucoo]uocc
with the Specific Plan and this [}cvc|0poncutAgreement.
2.2.2 For purposes nf this lJovm Agreement, "Building
�&rca`` sbuU 000uo the total horizontal flour area of all floors of buildings on the S0[[CD
Property including the exterior walls \hurcu[ measured iu square [tC1; except that areas used in
common such om` but not limited to, boob enclosures, covered malls, roofed patio areas, covered
pat-king, covered driveways and covered loading areas ahu)} not be included.
2.2. No Restrictions. Nothing contained b:ncin xboU restrict City's discretion
We
to approve, conditionally approve, or derty amendments or changes to the Specific Plan proposed MINE
8
5764-4406_1\ 1126698.14
41/mu
�� , by SOCCCD so long as City's actions are consistent with applicable laws, including but not
t limited to the Development Agreement Laws.
s
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 (1) 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 Ma . 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 ]eases 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
5764 - 44062' %t 126698.14
4'IW13
17 Rules, Regulations, and Official Policies.
2I1 Existinfs Land Use Re2ulations. "Existing Land Use Regulations"
nocuo all ooJiouuoom, resolutions, codes, rules, rcguluduna and official m«iUrn policies of City
governing the development and use ofland, including, without limitation, the permitted use of
kaod. the density or intensity of use, subdivision rcquicnrncoia, the ozaxiruuoz height and size of
proposed buildings, the provisions for reservation or dedication of land for public purposes, and
the design, inzprovcoocui and construction standards and specifications applicable to the
development of the S(lCCCl} Property and iu effect axof the Approval Date. The Existing Land
Use Regulations shall include the 20 1 3) Plan Amendments.
2.7.2 Effective Standards.
2.72.1 Governance. The Existing City Laws, dz� Existing Land Use
Regulations and this Development Agreement (co|kttively the "Effective Standards") in force
upon the Annn�vu� L}u1c sbu|| govern a/1 future adjudicative and �oio�d�� dccimb�uu rcvurJ
-'=' --, legislative
� uses of the S�C� �po� i��� �� � o�` intensity of
use, design, improvement, construction, and hoilding 000upuucy and specifications
cto 3(}C(�CI� and all public and private improvements, and appurtenances in
connection therewith.
2.7.2.2 Documentation. Within thirty (30) days after the Approval
Date, S0CCCD shall submit io City o compilation of the Effective Stuodu[do. City shall have a MINE
ME
period of twenty (2[) days 10 rc\iun' and 0000ulcu\ on such compilation. If the City disagrees
vvidz S(}CCCD`ycoonpi|*iou' the Parties shall meet and confer in good faith io order to agree on 0M�
o compilation of the Effective Standards satisfactory to both Parties. ()oon the content o[the
compilation ofEffective Standards has been established, then S(lCCCZ) shall cause the original
compilation to be S()[CC[) shall then cause one /|\ copy k)ho made oPthe
Bates-starnped cocupila1iounnud two (2) copies in permanent, non-revisable electronic form ouo
compact disc. SOCCC[) shall keep the original paper copy and one (1) copy in electronic {hnn
for its own records and shall deliver one (U copy io each form ioCity.
2.7] Application of Subsequently Enacted Standards. The City may only
apply |o the 0()CCC[} Property such later enacted or modified Effective uodurds\huL
2I3.1 Are not in conflict with dhuou in effect on the Approval Du1c
and application of which would not delay or prevent the development of the SOCCCD Property
or increase the costs of development or building; or
2J}1 Are uooyiskud with the most rcocot version of such codes as
may affect public health and safety, including building codes, o)ecb'icui oudoa and similar
measures which shall |e adopted from time to time |m the State o[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
2.7.32 /\ro Subsequent City-wide changes to construction ortechnical
design sioodon]a or specifications for public improvements that are reasonably and directly
vc|a\cd to durability or longevity Ofthe public inlpnovcoocoks; or
lO
5764-4*06o11 _266*8.14
4/|mo
RMIMMI 2.7. 3.3 Are changes in City Laws, regulations, policies, or plans the
MEN t°
I
terms of which are specifically mandated and required by changes in state or federal law or
regional application thereof, or
2.73.4 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 taw 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.
17.5 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 Linder 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,
t an " Annual Report")
setting forth, as of the date of such Annual Report, the number of square
704 - 44062,1 1266 8, i s
4.10 13
feet of Building Area devoted to Land Use Category I (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 of` Building Area devoted to Land Use Category 2. The Annual Report shall also "M
include information concerning any Exempt Leases entered into since the date of the previous
Annual Report as provided in Section 12.2. I.2(b) below.
2.5.2 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 inceting 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 "): (1) 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 terra, 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
MI
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.
12
5764-44062 1126698.14
4110, 13
2.9.3 Dispute Resolution. In 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
Def, I addition
under the terms of this Development Agreement, the Parties agree to follow the dispute
reSOILItiOu procedure in this Section 2.93 that is designed to expedite the resolution Of such
disputes before initiating any legal action.
2.9.3. I 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 29.3.2- below.
2.9.3.2 Mediation. The Party alleging the Section 2 Default shalt 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 41.5.30 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 mariner 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, rernediation 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
In
5764-44062` 11-26698.14
4; "10'1
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 goal 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; Tolfinf4. 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 taw 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.
2.9.5 ' No Recourse for Damagues. 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 SUC 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 6. 1.2 below. The recoverable
14
5 764-44062,11-16698,14
4i 10 , 13
interest on claims arising out of Section 6.1.2 shall begin to accrue on the date on which the
action or lawsuit is filed.
3. DEED RESTRICTIONS / COVENANTS RUNNING WITH THE LAND.
3.1 BindinI4 Effect. This Development Agreement, and all of the terms.
covenants, obligations, rights, standards, and conditions of this Development Agreement, shall
rltn 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
�3 �t
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;
4.23 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
5764 - 44062`, 1 126698.14
4U/ 1
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 Sect-Ion 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, (ii) 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:
ROOM,
(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 Category I which are not subject to DSA review, Building
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
5704-44062] 126698.14
4; tO/1 I
Building Permit (inclusive of related permits; e.g.,
ini
plumbing, electrical, etc.) as provided ill the Effective
plumbing,
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 ariv
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 LUAP. 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 etsec
L 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 ill
California California Public Resources Code Section 21000 el sec l., and California Code of RcE,u la ti Otis.
title 14, Section 15000 et set
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
Zn
17
;764-4406` •1126698.14
4.10,13
construction or making of any improvements on the SOCCCD Property based on DSA Plans
without first providing the Community Development Director, as a courtesy, with such DSA
ME
Plans. Subject to the applicable provisions of this Development Agreement (including Se-non
MEN-
I
1.0). 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 Existinj! 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
RON
structures on the SOCCCD Property existing at the time of transfer to SOCCCD.
ROSSINI,
5. LAND USES; TRIPS.
5,1 Uses. All buildings to be constructed on the SOCCCD Property shall be
designed only for Land Use Category I 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 Category I Uses. Uses in "Land Use Category I" are set
forth below.
5.1.1.1 Educational Uses. Uses in Land Use Category I 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 I may be undertaken by public, non-profit or for-profit educational institutions;
ID I I lolls,
provided, however, that it is the intent of the Parties that a substantial portion of the educational
18
5764 - 44062!1126698.(4
4110111
activities in Land Use Category I Building Area will be conducted by public or non - profit
i
educational institutions. Building Area devoted to uses in Land Use Category I which are not
w" strictly educational ( "Service Uses'), e.g., food services, may be conducted by far -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 ineubators 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
Budding Area designated as Land Use Category 2.
Emus 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 Category 2
5.1.3.1 Minimum Land Use Category 1. Up to one hundred percent
(100 %) of the Building Area on the SOCCCD Property may be dedicated to Land Use Category
I 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 I Uses. Prior to build -out, the minimum
percentage of Building Area that must be devoted to Category I 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
maximum Building Area permitted by this Development Agreement.
5.1.3.2 Maximum Land Use Category 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 I 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
1)
5764- 4406T1 126698,14
4 '1(v1
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 Catef4orv. SOCCCD shall, at the time it
Submits plans for Courtesy Review under Section 4.2 or for 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
In
shall also at such time submit its calculation of the ratio of Land Use Category I 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 MEMO-
Payment Agreement (Bell Avenue ) between City and SOCCCD (a form of which is attached as MEN
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 ADT'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 I 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
ROBINS
improvements located of the SOCCCD Property, including Tustin Legacy road improvements, 1X
M
traffic and circulation improvements, flood control channels and retention basins, and lighting
20
764 - 44062`.1 [266W 14
41M 13
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
t
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 I Building Area.
6.1. L 1 Lighting and Landscaping. The foregoing waiver shall not
apply to Lighting and landscaping backbonc 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.
6.12 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 ($19.38) 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 AMOLlut shall be one hundred fifteen and 94/100 percent (115.94 %) 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
; 764-44062,11126698,14
4 10;1;
6. L2.4 Method of Pavment. 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
In
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 Lej4aev 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 0dicr 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 set-vice, 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 ("Utility Systems") 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 foi- any
l-,
22
5764-4406` 1 1266W 14
4;10 13
purpose and SOC[[D may alter nr remove them u1 its discretion. S0CC[D shall not, however,
81Lt[ noudik\ repair, replace, or relocate any pad of the yk)on dru�o syuk�nS wi1huut the prior
vvottco C0oseo1 of City. Such consent i6 within the rcySuuub|e discretion of City and will not be
grunted vvbcro any Such o|bcrubou, 000diOccuioo, repair, rop|ooeunoui, or relocation nouy interfere
with the dcvo}upnuou( or o:uuc ofMC/\5 Iusdu. S{)CCC|) shall be responsible for all costs
no|utcd to souh ui\orudou, onodiUou|iuu, repair, noploccnocnL or ro{000doo Of Such storm drain
7. CONSENT TO REGULATION AND FINANCING.
Subject to the applicable provisions of this Development Agreement
x u /i��i -
ect'ons 1.6, 2 and ~
, S}[CC[ ookonndcJpcs and consents to City's o:gu|u1i of the
law oc equity tu the contrary, including any principle urri��tof sovereignty or preemption uU
may otherwise xuoc to the bcnch± of8OCCCD Linder the laws of the State of California,
S()CCC[} uckuun/|cdgoo that its compliance with the regulatory program as described in this
Development /\grocrneot is coqoin:d by the Specific Plan and is u primary inducement in
securing (|) the conveyance of the SUCCCD Property from the Govonorocot and (2) City's uoppodonduppnovu|of such conveyance.
` '
8. ENVIRONMENTAL PROVISIONS.
#./ As Is, Where Is, With All Faults.
8.1.1 Acknowledment. SOCCCD
acknowledges and agrees that S0CCCD
has examined the Subsequent Parcels and will accept the property inan"AS CS, WHERE IS,
V[TB ALL FAULTS" condition, in its pcoyrot state and condition and with all faults, if any.
S()[[.C[} further acknowledges and agrees, except as odhooviac provided in this Llcvc|oyoucu
Agreement, that City has not made and does not make and specifically negates and disclaims any
representations, warranties, pruoiaca' ugrrcncuta or guoruoieca of any kind or character,
whether express or implied, oral or written, past, present or future, vbo|bcr by City or any o[it-
-
agents, elected or appointed officials, or representatives or employees,
8)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
Convevance Aueement, 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 EIS/EIR ("Environmental Reports"),
and that City has provided, or provided access to, all such Environmental Reports known to City.
82 Environmental Mitigation. SOCCCD shall install, contribute, dedicate,
improve, or otherwise provide all necessary Environmental Mitigation (as defined below in thi
Is
Section) s applicable foi- tile use and development of the SOCCCD Property. SLIC nigation
shall be fully installed or cortipleted as identified in the CEQA DOCLIIIICIlt. The Environmental
Mitigation required for the SOCCCD Property is described in the CEQA Document and in the
23
5764-4406o 1126698,14
w|wu
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.-1 11
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
L I
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
100011
for the conveyance of the Current Sublease Area to SOCCCD in one or more Subsequent I LE
V
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 Citv-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
5764-44062,1 126698.14
41;10. 13
in
9.4 Quitclaim Deed. Subject to the provisions of Section 9.3 above, the SOCCCD
Property shall be conveyed by cane or more good and sufficient quitclaim deeds in substantially
the form of the Form 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.
102.5 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.
2.5
5764-440621 126698.14
41 1
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.
RNMEN
1_111
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:
10.4.2.1 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
cridorsernents 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 (01- Copies F11_1
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
5764 - 44062'',1126698.14
410,1;
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 Ili 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. i-'rom 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; (Ili) abate weeds and other
hazards or nuisances, (Ili) 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 Nan - 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 OblilZation 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 3 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: l
11.23.1 In Deeds:
"The grantee here
in covenants by and for itself,
In
IIS Successors and
assigns, and all persons claiming under or through them, that there
shall be no discrimination against or segregation o -son or
ID f, any person
27
5764- 44062' 11 2669~.1 a
4 /M1
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."
11,23.2 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 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 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 interest of SOCCCD shall acquire any rights or
powers Linder this Development Agreement or in the SOCCCD Property except as set forth ill
C
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 unprovcinents thereon or any interest therein, or any
28
5 764- 4401;2`, 126698.14
-4 101, 1 11
a
1P
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
v t 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
�i 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(x), or such Lease shall not
require City approval pursuant to Subsection 12.1.2(b)
below.
(1) 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;
29
Current financial statements to the extent
existing (and if not, then other reasonable
evidence of financial resources) to
5764-44062 1 12661K14
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
or controlling such Lessee) in owning or
operating enterprises such as or similar to
the enterprises to be pursued under the
proposed Lease.
(ii) Approval or Disapproval. Within twenty (20)
Business Days after receipt of the relevant
information reasonably requested by City, City shall
give SOCCCD 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 Rit4hts. The City's approval
ME
LIN
rights shall apply only to 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 _Requirinp_ City Review. Notwithstanding
anything herein to the contrary, Lessees under the types of
Leases described in this Section j 2.2.1.2 (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.
(1) Land Use Category 1. For Land Use Category I
space, the following Leases shall be Exempt Leases:
(1) Leases for a term of one ( I ) year or less;
(?) Leases of Building Area (as opposed to
Leases of land or ground), InClUdithy any associated parking, of any
duration for any Land Use Category I Uses;
30
1704- 44062%`,1 1 '_6698.14
4'1 Oi 13
(3) Leases of any portion, of the SOCCCD
Property of any duration for my use
which is incidental or
occasional-, 1'.c,, 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 I Use,
Land Use Category 2. Leases for a term of one (1)
year or less for Land Use Category 2 space shall be
Exempt Leases.
(c) Specific Plan. Notwithstanding the provisions of Section
12,2-1.2b 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 Mortaaaes. 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 fOl-CCIUSUre 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 CCCD Property from SOCCCD to
31
5 764- 440612 1126698.14
4/10- 13
(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
ME
of the business conducted In the premises, (C) the
ti INE"
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
12,2-1.2b 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 Mortaaaes. 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 fOl-CCIUSUre 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 CCCD Property from SOCCCD to
31
5 764- 440612 1126698.14
4/10- 13
any Permitted Mortgagee or its designee through, or in heu of, foreclosure or other appropriate r E
proceedings in the nature thereof (collectively, "Permitted Foreclosures "). The purchaser
under 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.E Certain Options. Captions 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, IV
"Transfer" also shall include any of the following: x vy
�K
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 vohmtary 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
5764 - 44062.1126695.14
4.10, 13
12.5 Assionment to Holders of Permitted Mort(,Yat!es. 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 Mortgagee Protection.
12.6.1 Permitted Manages. 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
c, purposes (collectively, a "Mortgage") securing the repayment of money Subject to
tinancm,,, y
compliance with the terms, conditions and limitations'-- set forth in Section 12.6-1 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 Mortgage 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
"n
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-Collaterallization. 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-co I lateral i ze 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
ormation called for by Section 12.6.2.5 below regarding whether the proposed Mortgagee is
an Institutional Lender (as defined below) or not. 11�
5764 - 44062'` 1 1-26698,14
4/ 1 W1 I
126I4 Notice to City. The loan documents shall include uprovision
requiring the Mortoaaee 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 docurnents or
which would kiggor the comozcuoCnoort of any cure periods under the }oou documents, and
pcuvidipgCiiyv/i(buriabttooucouoysucbdcbuu|tup|ooncvveckhc[hrcUzoconop)e(i000fony
tbccc|oouro,
12.6.2.5 Institutional Lender. The prospective Mortgagee shall either
be an Institutional Lender m shall have been approved by City as provided below. For purposes
hereof, on "Institutional Lender" sboU mean a foreign or domestic commercial bank, bnat
ouropuuy, savings bank., savings and loan association, life insurance company, rco| estate
invootnncoi trust, pension trust, pcuaiuu plan or pension fund, u public or privately-held food
engaged in real estate and/or corporate lending, or any other fiuouoiul institution commonly
koovvo as an institutional |cndcc (or any /\ffi}iuto thereof) having u coiuinuuou paid up capital (or
net assets io the case ofapension fund) oFOne Hundred Million Dollars ($100,000,000). [uthe
event that upropoued Permitted Mortgagee is not an luudtu\iunul Lender, then the identity of
such proposed Mortgagee shall bc subject \o approval by City umprovided below.
(n) The Borrower ohuU state in its submission to City v/bctber
the Borrower considers the proposed Mortgagee to be an
Institutional Lender 0rnot.
/k\ LF the Borrower indicates in its submission that the
proposed Mortgagee is not an Institutional Lender, the
MIAMI
Borrower shall provide City with the following additional
M�|
information: (i) the ouozoS of all Persons who own, directly
or indircctky, o five percent (5%) or more io<crcot in the
proposed Mortgagee, (iU o 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 n[
the projects, which statement shall be made under penalty
of perjury b« the nmnagcr, president or other person with
appropriate authority from the proposed mortgagee iodoso
and (iii) eoch other relevant iu{bnnuiion that City may
reasonably request.
12.6I6 �k� |�uz a�u[l��a�condicd Mortgage
and no |iuuor sbu| be u 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 ccvicv/cd and, if required, consented to, by City pursuant to thia
qrr/�on l7 �)
|26.2.7 City's Acknowleftment of Permitted Mortgagee Status.
Within thirty (30) days /h||uvviug S()C[[D`s delivery of the |ouu documents and information
required under Section L2,6.2.3, City sliall acknowledge receipt of the name and address of any
34
5764-4*0*2|12669 .14
w/mo
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 quality as an Institutional Lender and is unacceptable to City,
give notice of such determination to the Borrower and the proposed lienor, which notice shad
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
11� In
and shall entitled to the protections provided to Permitted Mortgagees Linder 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 Mortgagees. Permitted Mortgages
and Permitted Mortgagees shall be entitled to the following protections:
116.5.1 Permitted Mort�aae 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 Linder this Development Agreement.
obligations
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.
11.6.5.3 No Impact on Lien. This Development Agreement shall be
superior and senior to all Hens placed upon the SOCCCD Property or portion thereof after the
Effective Date hereof. Notwithstanding the foregoing, no breach of any of the covenants,
foregoing,
35
�764-44062, 112669s.14
-r;10 13
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 Mortaaaees of Default Hereunder. A
Permitted Mortgagee under any Permitted Mortgage or a Permitted Lessee under any Permitted
Z:� I t�
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.
(c) Manner of Givina 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 delivcr a copy to
any Permitted Mortgagee shall in no event create any
liability on the part of the Person so declaring a General
zn
Default.
12.6.5.5 Permitted Mortgagees' 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 - 440(12'.1 126698.14
4 1; 10/1;
F1 Is
(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 Gencrat 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 Givina 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 delivcr a copy to
any Permitted Mortgagee shall in no event create any
liability on the part of the Person so declaring a General
zn
Default.
12.6.5.5 Permitted Mortgagees' 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 - 440(12'.1 126698.14
4 1; 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
Agreement 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 ( to
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
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.
t
� 12.6.5.7 Amendment; Termination. No amendment or modification to
-10,13 this Development Agreement made without the consent of any Permitted Mortgagee of any
37
5764 - 44062 \1126698.14
4/10/13
(b) If the General Default does not involve a covenant or
condition of this Development Agreement requiring the
ti
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.
t
� 12.6.5.7 Amendment; Termination. No amendment or modification to
-10,13 this Development Agreement made without the consent of any Permitted Mortgagee of any
37
5764 - 44062 \1126698.14
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
III
which is subject to any Permitted Mortgage without first obtaining the prior written consent of
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
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 tinder 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:
12.73.1 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 - 44062'1126698.14
41/10113
Such non - monetary General Default, or (b) to non - monetary to Cure such flon-onetary General
Default and thereafter pursue such cure to completion. provisions of Sect,
If the pi I I
a ion 12.6.5.5
7—
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
I
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 00 thereafter may only be exercised with respect to that particular Material
Default if such Foreclosure Transferee has not with*,, such three (3) year period cured the
Material Default.
12.7.5 Bankruptcy Affeetin - 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 Obli ations. 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;
amounts; 12.7.6.3 maintain liability insurance in commercially reasonable
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
5764-4406-111 1266W 14
4.1011;
|I RIGHT OF REVERSION.
8.i| Potential Defaults. The following events, and only the following cve/ts,
shall be a "Potential Default" under the terms of this Development Agreement:
13.1.1 �l Violation of Transfer Restrictions. S(}CCCD, in violation of
and Section 12.3 of Article of' this Development Agreement,
assigns this Development Agreement, or any rights in this [}ovo|opozent Aorcco/cnt, or olukea u
Transfer, or suffers any involuntary Transfer, of the SOCCCD Property or any part thereof.
13.1.12 S{}CCCI) devotes the
SOCCCD Property |o uses io violation nf the terms o[ Section 5 of this Development Agreement.
13.12 Material Default. /\ PoLmudu| Default shall bcconoc n "Material
Default" in the event o Poioodo| [)e{bu|t is not cured, at S{}[CCD`s expense, (i) within kveoLy
(20) Business Z)uya after written notice of such Potential [)c/bui1 from the City' or (ii) if such
cure cannot be n:0000ub|« accomplished vvidziu such twenty-day period, within ninety (90) J»»n
after receiving notice of the Potential Default, but only if S()CCCD has 0000nocoocd such cure
within such twenty (20) Business Day period and diligently pursues such cure to oocnplc1inu.
The time periods set forth above to cure a Potential Default may be extended by Force M jcu,c
events. Following written notice and failure to cure within the time periods mot forth above, each
Potential Default shall become a Material Default that shall be deemed to have occurred ou the
expiration nf the applicable cure period.
13.2 Rights of City. The fb!l0vviog noxoedics for u "Material Default" as defined
above ahu|\ be available to City under the oircuulotu000a act forth below and ahm|| be in addition
~��
to all other rights and remedies available to City under this Development Agreement, or at |uvv or
in equity. In the event of the occurrence of any of the events described in Section 13, 1.1 above
vvbicb become a Material Z}c[au|t ofS()C[C[) and the occurrence of the llcvccaioo 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 Mohnriui [)c±au}t by S()CCC[), to terminate this
Development Agreement as W 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 No conditions met forth in this Article 13, City shall have the right by notice
delivered to 8(}CCCl) and all 9nnoiUrd Mortgagees holding Permitted Mortgages with respect
to the Reversion Area a reasonable opportunity to address City Council at a public meeting. The
1crzniouiiou of this Development Agreement um to the Reversion Area shall be effective as of the
doin that title to the Reversion Area is rcvcaiod in City. In the uvooC of such termination, this
Development Agreement shall remain in full fb[tc and effect with respect t0 portions of the
3()CCC[) Property not aorevcs|ed in City.
1I3 Reversion Conditions. L7oou the ocou[rcocc 0[u Material Default, City shall
bc entitled k)exercise its Right o[Reversion with respect to the Reversion Area notwithstanding
that the Reversion Area may be encumbered byone or more Mortgages or Permitted Mortgages,
upon the occurrence nf each nf the conditions set forth in
40
5764-44062'd 126698,14
4/|m3
below (collectively the "Reversion Conditions ") and the Parties agree that tune is of the
ME 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
13.3.1.3 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 Right 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
reverted 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
;764 - 44062`:1126698.14
4i10 13
14.1.1 SOCCCD'stiseoftlieSOCCCDPropei-ty'iiiaiiyway-,
14.12 Any plans ordesigns foi-lmprovements prepared bymon behalf ofthe
3()C[C[\ inohx]ing any errors, or omissions with ruypooi to such p(uoa or designs;
14.1.3 Any loss or damage to City resulting from any inaccuracy in or breach in
any roprcocoim1u/o or warranty of S()C[[D, or resulting from any breach or default by
SOCCCUunder this Development Agreemoot�m
14.1.4 Any development or construction o[ improvements 6vSL)C[CD,whether
regarding quality, adequacy or suitability of the plans, any labor, service, equipment, or ruutcrio|
furnished to the SOCCCD Property, any person furnishing the same or otherwise.
14.2 Environmental Indemnification. Effective as to the SUCCCD
Property,
upon 30[CC[`x acquisition of the [no title to all or any portion thereof, S)[CC} shall, e
max/mum cx|entpconitted by law, indemuify, protect, defend, assume all responsibility for and
hold harmless the {odoozoificd Parties from and against any and all Claims nesuhim/nr arising
from or in any way connected with the cuiaUeoue, ,o|enmc, threatened release, presence, storage,
bcuUneut, transportation and/or disposal of any Hazardous Materials at any time on, in, under,
from, about or »Jioceut to any portion or portions of the S(lCCC[) Property, regardless vvbothcr
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 S[)CCC[) shall not bc responsible for (and such indemnity shall not apply) to the
gross negligence or willful misconduct of the Indemnified Parties. This environmental '
i
KIM
ndemnity shall be included iu any recorded short form of this Development Agreement against —
said lands and shall be binding upon muoocmxorm of S{CCCD uxoiog all or any part thereof in
accordance with Section of this Development Agreement.
14] Duration of Indemnities. The indemnities not forth in this Section 14 obuU
survive any Closing or the tcooinudoo of this [}ovc1opcnont Agreement, and shall be b)oluuex] in
the Quitclaim Deed and oouduuo to be binding and in full force and effect in i with
respect to S()CCCI� and its successors.
'
15. REPRESENTATIONS.
15.1 LLw. The City hereby represents toS()CCCIJ that on and mnofthe date nfthis
Development Agreement oud on and as of the Closing, City has full capacity, right, power and
authority boexecute, 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 czccu1ud pursuant hoccio on behalf ofCity shall be duly
authorized to sign the same no City's hohu)[ and to bind City thereto. This Development
/\arcc0000( and all documents to be executed Pursuant hereto by City are and shall be binding
upon and enforceable against City io accordance with their respective terms.
152 SOCCCD, S(}CCCD hereby represents 10 City that un and os o[ the date of
this Development Agreement and on and as of the Closing, S(}CCC[) has [bU capacity, dgb\'
power and authority to ox000<o, deliver and perform this Development Agreement and all
42
5764-4*062�1126698.14
4i 1/mo
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 hcreto 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 then, respective terms.
16. EFFECT OF CONVEVANCE.
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. I
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
IN 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
5764- 44062`.1 126698.14
4!10;1;
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, inchrdimg 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; (f)
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
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
IN
successor- owners thereof and, to further evidence its effectiveness with respect to successors
l
owners of the SOCCCD Property, shall be included in its entirety in the Quitclaim Deed.
44
X764= 140621 1 1 2 6698.14
4i 10;113
17. CLOSE OF COUNTY-SOCCCD LAND EXCHANGE AGREEMENT.
17.1 Definition of SOCCCD Property Herein. Pursuant to Sect'
upon the Close Of Section above,
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 Citv.
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.
Exchange
Convevances. 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 -
supet sedc and replace
45
5764-44062t, 1 12669& 14
411W1 3
the Short Form Notice of Agreement, and the Short Form Notice of /\grccmeoi shall be
automatically terminated and of no further force or effect upon the Effective Date.
ZO. NOTICES.
Notices shall be deemed Sufficient Linder this Development Agreement if made in writing
and submitted to the following odd,csuc y (or to any or substitute address hereinafter
specified, in u writing dbcrc1ofbnc delivered in accordance with the notice procedure ooi D/dh
herein b the intended reu cutofsuchoodoc):
If to c : City o[Tustin
3U0 Centennial Way
Tustin, C/\D278O
Attn: City Manager & Assistant City Manager
City of Tustin
3U0 Centennial Way
[A92700
Attn: Community Development Director
With u copy to: [}avid Kendig, Esq.
Woodruff, Spradlin & Smart
555 Anton Boulevard
Suite 1200
Costa Mesa, California 92626
(714) 415-1088
IfNSO[[CD: Gary L. Poertner, Chancellor
South Orange County [onimundy College District
28UOO Marguerite Parkway
Mission Viejo, CA 92692
With u copy to: South Orange County Community College District
28000 Marguerite Parkway
Mission Viejo, C/\92642
Attention: Vice Chancellor of Business Operations
And to: Andrew 9. Bernstein, E««.
Jackson /}cK4urcoTkdus& Peckenpaugh
2030 Main Street
|21h Floor
Irvine, CA 92614
21. MISCELLANEOUS PROVISIONS.
21.1 Business Days. "Business Dav(s)" means any day oowhich City Ba\lisopen
for business and shall specifically exclude Fridays when City Hall is officially closed, Su
Sunday or u }cDul holiday. No umoudn000L change, modification or uupp|coomot to this
46
5764-44062x 126698� 14
4: 10
MIND
Fill-
Development Agreement shall he valid and b(ndincyoo any o[the Parties un|cua it is represented
ou writing and signed bv each o[ the Parties hereto.
' oZl 2 Survival of Close of Escrow. The covenants, representations and vaoox�es
conta/cd m this Development \Qrneneoi shall survive for the (crn� specified herein
uotvidhotundiogany closing o[ tile \rouxocdouscontemplated hereby.
� 2}] The Parties shall fully cooperate with each other in
attaining the purposes of this [)ovc|opouoz1 Aorccoocot and shall kdco any additional acts or sign
any additional doouoncutm an may be necessary urappropriate as related thereto.
214 Interpretation. ln all cuscx. the |uuguogc in all party of this Development
Agreement shall be construed simply, according Co its fair meaning and not strictly for oragainst
any Party, with the view of preserving and protecting the intent and purposes of the Specific
Plan, it being agreed that the yuUicy uc their u�oo{s have all participated in the preparation of this
Development Agreement.
21.5 Waivers. No waiver of any provision ofthis Development Agreement shall be
deemed or shall constitute a waiver of any other provision whether or not similar, nor shall
any
waiver constitute u continuing waiver. Nu waiver shall he deemed u waiver and no waiver shall
be binding unless executed bu writing kv the Party making the waiver.
Z|� '
� provisions of this
`DeveloNO pment
\grneocot shall be binding upon and inure to the beoCt( of the PuUica and the suhnogoco
- r
ovocr(a) of all or any portion of the S[C[CI Property and their respective successors. There
are no third-party beneficiaries to this Development Agreement, and ooiibcr ociys-- 'vuuny �
right tu assign its rights under this Development Agree oont except for City's right tu assign this
Development Agreement to a city or other governmental entity that succeeds (o City's
jurisdictional authority concerning the City Property.
� 21.7 This L)evulopnoco1/\�rncroeotu�uybc executed io two orozono
identical counterparts, each of which shall bcdccnoed -o be an original and each ofwhich oboU
bc deemed k>boone and the same instrument when each Party signs each such counterpart,
21.8 Exhibits. All ut1acbonooLo to this Development }\grceoneu|, inc|oding all
Exhibits and the Reuse Plan, are incorporated as a part of this Development Agreement.
21.9 Recitals. Each of the Kcuitu|o is incorporated iuto this [)ovo}oprueut
/\gTecmocni.
21.10 Parties. All refen000co to the Pat-ties shall Include all officials, officers,
personnel, employees, agents, assigns, and subcontractors oF the Parties.
21.11 Integration. This [)cvc|opnzcut Agreement, together with tile exhibits attached hcceto and the Specific Plan, is intended by the
Parties to be the final expression of their
a�rc�nuen| vv/th respect to thc suhicct ruu�or of this Dcvo|oponcot Aurccooeni and the complete
and exclusive sia(ocncotofUbc (eons of this Dcvc|opnueot/\grccruc~ between the Purdoy and
--~
Supersedes any prior ondcrx[andiu�s between the Parties, vvbctbororal ocvvrii{eu. `
47
5 764-4406zu1 2669S.14
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 Party'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.
rte.
�7
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.
21.16 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
1764- 44062` 1126698.14
410 13
Mll--lql0
1-11,
MEMO
[Signatures Included on Following Paqesl
49
5764-44062' 1 126698. 14
4 [W I "
above.
The Parties have each executed this Development Agreement as of the date first written
Approved as to Form.-
City Attor-ney or Special Counsel
By:
Approved as to Form:
SOCCCD Counsel
Jackson DeMarco Tidus & Peckenpaugh
0
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`,.112664`.14
4 10, 13
Exhibit A
Legal Description
of
County-SOCCCD Exchange Parcel
5764 -44062 %1126698.14
4'10 13
Exhibit B
Legal Description
M,
SOCCCD-County Exchange Parcel
i764 -4406-' 1 1 -'(,69X, 14
4,10(13
INS
M
Exhibit C
Glossary of Defined Terms
%64- 44062'1126698.14
Glossary of Defined Terms
Defined Term
Section Reference
2004 Bill of Sale
Section 1. 1.8
2004 Quitclaim Deed
Section 1.1.8
2011 SP Amendment
Section 1.1.13
21013 GP Amendment
Section 1.1.14
2013 Plan Amendments
Section L 1. 14
2013 SP Amendment
Section 1.1.14
ADT's
Section 5.3
Annual Report
Section 2.8.1
Applicable Fair Share Contribution
Section 6.1.2.4
Approval Date
Section 1. 1.22
Bankruptcy Proceeding
Section 12.7.5
Base Closure Law
Section 1.1.1
Board of Trustees
Section 1.19
Borrower
Section 12.6. 1
Building Area
Section 2.2.2
Business Day(s)
Section 21.1
Category I Improvements
Section 4.3.2
CEQA
Section 4.4
CEQA Document
Section 1.1.20
City Council
Section 1.1.2
City Obligations
Section 17.3
5 764-4406 ` 1 126698.14
4,11 11
VM�11
r_
M
vet►nea I erm
Section Reference
City Property
Section 1.1.5
City's Tustin Legacy Backbone Infi-aStrUCtUre 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-SOCCCI) Land Exchange
Section 1. 1. 1 ')
County-SOCCCI) 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 43.4.1
DSA
Section 1.6.1
DSA Plans
Section 1.6.3
EBS
Section 8.1.2
EDC
Section L 1.5
Effective Date
Section 1.4
Effective Standards
Section 2.7.2.1
Environmental Mitigation
Section 8.2
5764 -44061 1 126698,14
411/4 ',
Defined Term
Environmental Reports
Exempt Lcases
Exl(,,Yeiit Event
Existing City Laws
Existing Land Use Regulations
Federal Deed
Field Act
Final EIS/EIR
Fair Share Contribution
Foreclosure Transferee
Form of Quitclaim Deed
FOSL
FOST
General Default
Government
Horizontal Improvements
Identification Date
Indemnified Parties
Initial Closing
Initial Parcel
Initial Specific Plan
Initial Sublease Area
Institutional Lender
Section Reference
Section 8. 1.2
Section 12.2.1.2 (b)
Section 2.7.5
Section 2.3
Section 2.7.1
Section 1.1.5
Section 1.6.1
Section 1.1.3
Section 6.1
Section 12.7.2
Section 9.3
Section 8.1.2
Section 8.1.2
Section 12.6.5.4
Section 1. 1. 1
Section 6.3
Introductory Paragraph
Section 14.1
Section 1. 1.8
Section 1.1.8
Section 1.1.2
Section 1.1.8
Section 12.6.2.5
�764-44062• 1126098.14
4 11 13
MEN
MEN
NO mw
1764 - 44062` 1126698.14
4,11;1;
Defined Term
Section Reference
Land Use and Access flan ( "LUAP" )
Section 4.3.4.3
wv
Land Use Category 1
Section 5. 1.1
Land Use Category 2l
Section 5. 1.2)
Land Use Category l 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
5
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 2.9.1
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
1764 - 44062` 1126698.14
4,11;1;
Deflned 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. L
Specific Plan
Section 1. 1. 16
Sublease Amendment
Section 1.3.4
5764-44062 %! 12669S. 14
4%1 1113
Defined Term
Section Reference
Subsequent Closings Section 1.3.4
Supportive Uses Section 5.1.1.2
Transfer Section 12.2
Tustin Legacy Section I . 1 A
Utilities Section 6.4.1
Utility Systems Section 6.4,2
5764-44062%1 126698.14
4111
Exhibit D
Legal Description
of
SOCCCD Property on Effective Date
X764- 4406211126698.14
4;10'13
Exhibit E
Legal Description
of
SOCCCD Property after County Exchange
I
5 764-44062, 1126698.14
4 , 10/13
Exhibit F
Land Use and Access Plan ( "LUAP"')
5764 - 440621126698.14
4r10, 11
MINE
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Exhibit G
Table of Required Ratios
Land Use Category 1: Land Use Category 2
5764 - 4406211126698.14
4; 101 13
Trip Rate Generation Schedule
i FLand Use Trip _Categories_
Allowed Uses Examples
Average Daily Trips
— ---------
(ADT) per 1,000 SF
Child Care or Nursery
•
Public School, community
I collcoe,
Land Use Category 1
educational campus or other
educationally oriented use
Learning Center
•
Private School
•
Support commercial, office, retail
•
service uses
Museum, Cultural center, interpretive
6.12
center, and/or other educational and
Cultural facility
•
Live performance facility/,
amphitheater
•
Art and cultural facilities
•
Other permitted uses per Sections
5.1.1. t and 5.1,1.2 of this Agreement
Agreement
Land Use Category 2
Land Use Category 2
•
Mix of commercial uses within a
strip or smaller shopping center with
Neighborhood Commercial
a total size of approximately Linder
111.82
100,000 SF.
0
Corporate headquarters/office
*
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
0
s i m i d
ar professions
Corporate
ica e qUarters/office
I
Land Use Category 2
WAS Tustin SP allowed uses as
8.11
listed Under "Industrial"
Light Industrial/R&D
i
5764-44062`A 126698.14
4;10!1;
CF09 � Exhibit H
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Trip Generation Rate Schedule
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5764 - 44462.1 126693.14
4it 113
Exhibit I
Farm of Quitclaim Deed
FIN
5764- 44062%1126695.14
4 %I0/13
Exhibit J
City Certificate
5764-44062\11 1 266W 14
4 %10 13
FEE P-I
City of Tustin
300 Centennial Way
Tustin, CA 92780
714,5713010
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
the date of the of the t day of 20 Property Closing.
Sincerely,
City Manager
Cc: South Orange County Community College District,
9 1 let,
Assistant Chancellor for Business Operations
5764 - 44062" 1 [ 20698.14
4 10,13
Exhibit K
SOCCCD Certificate
5764-440621"1126698.14
4 ; 101/ 13
SOCCCD Representations Execution Version
City Manager City ofTustin
3O0 Centennial Way
Tustin, CA 92780
Dear Mr
/ have reviewed the Development Agreement and /\ozcodcd and |<oxksbed Aorcen/cot
Between the City of Tustin, California ("City") and the South Orange County Community
College District ("3()CCC[}") for [oovoyouuc of u Portion of MC/\8, Tustin and the
Establishment of an Advanced Technology Educational Campus ("Development Agreement").
To the best of S()CCCL}'s Information, koovv|cdoo and be|icf, l certify that uU
rcpromou�diouaofSO(�(~[[} set ƒodhiu the 3()C(�(�[>&urrnozcur are buoand uo '1osuft)c
day o[ 20� the date of the Property Closing.
Cba000|ior
South Orange County Community [o/|cgc Dixbict
8O00 Marguerite Parkway
Mission Viejo, C/\ 92692
5764-44062' 1126698.14
4 m/
Exhibit L
Subordination, Non-Disturbance and Attornment Agreement
RECORDING REQUESTED BY:
AND WHEN RECORDED
RETURN TO:
(Space abovefor 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
("SOCCCW)
Dated: 20—,
5764-44062 1126698,14
4 11:13
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT
TH|S SUBORDINATION, NON-D1STURBANCE AND ATTO0NMENT
/\(}KEEK4ENT (this "Aurcccocot') is ozndo as of the day 20 by and
hctvveco the CITY 0FTTJ8TDy, u municipal corporation organized oodor the laws of — —StutCoF
Co|ifbmiu("Cih/^), the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, u
public
and ^
_
("Permitted Lessee"). �-
RECITALS:
�
A. Pcrn)iUcd Lessee iu the holder ofa|casehok|cst�ciuccdan real pcoper�'located
/o thc Ciiy o� Tustin, County of Orange, State of California, as more particularly described on
Exhib I it A, (the "Property") under and pursuant to the provisions of u certain |euac dated
between SACCCD, as landlord (herein, "SOCCCD» or
"Landlord") and Permitted Lnxacu or its predecessor iu interest, as tenant (as amended �
the date hereof, the "Lease").
B. Permitted Lessee, City and S()CCCl} desire to enter into this Agreement to moi
forth their respective rights with respect to the Property.
BEEN
C. The Property is subject to that certain Development Agreement and Amended and
Kcuiotcd /\gTom000nt be(m/eou the City of Tustin and the South Orange County Community
[o||ogc District for Conveyance of Portion o[MC/\S, Toadu and the Eotub{�mbcuoni of all
Advanced Technology Educational Campus dated (the "Development
Agreement"). --
D. The Dovekmmcoi Agreement was recorded on '- as bmmumcut 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 o[ Reversion" oxdefined therein.
F. Permitted [cSyee is o "Permitted Lessee" as defined in the [}cvelox�u�eut
/\ mecoicnt, '
AGREEMENT:
MllVY, THEREFORE, the parties hcrck> mutually agree as follows:
L Subordination. Notwithstanding any provision of the Dcvciopcocni /\urcccocn{ to the
contrary, the Lease shall be subject and subordinate in all respects to the terms of the
5764-+46-2 x1266m/4
wm3
Development Agreement and to all renewals, modifications, consolidations., replacements
and extensions thereof.
2 Nondisturbance. So tong 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
Z:I
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
1�
specifically understood and agreed that City shall not be:
rri
r
(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 demised
premises or the Property); provided, however, that City shall be liable and responsible for
the performance of all covenants and obligations of landlord Linder the Lease accruing
from and after the date that it takes title to the Property; or
(b) except 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
(c) be liable to Permitted Lessee hereunder or under the terms of the Lease beyond its
interest in the Property: or
liable or responsible for or with respect to the retention, application and Or/rCtUru 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 MINE
2
;764 - 4406211 6698.14
4;11 1 ',
0 1 security deposit, Notwithstanding the foregoing, Permitted Lessee reserves its
0" Such scent I I
111 rights to any and all claims or causes of action a 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 I' - 1. 1 or in the event the Property transferred improperly as provided
provi I I
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
I
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, (11) 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:
3
Attention:
California
5764-44062,1126698.14
4A 1,, 13
It 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 Originats; 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 oti following pagel
5764-44062 1 126698.14
4;11 1 11
NO
IN WITNESS WHEREOF, City, Permitted Lessee and SOCCCD have duly CXeCUtcd this
Agreement as of the date first above written.
Z:
Approved as to Form:
City Attorney or Special Counsel
By: _
Name:
Esq.
PERMITTED LESSEE:
a
BY:
Name:
Title:
By:
Name:
Title:
CITY:
CITY OF TUSTIN
Name:
Title:
City Manager
764- 4406_..11266 8.1 4
4J I /(>
SOUTH ORANGE COUNTY
COMMUNITY COLLEGE DISTRICT
By:
Name:
Title: Chancellor
Approved as to Form:
SOCCCD Counsel
By:
Name: Esq.
5764-4406-I 11-16699.14
4.11 13
FS
STATE OF CALIFORNIA
COUNTY OF ORANGE
On
ACKNOWLEDGEMENT
220, 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/tier 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
MEMO
N I
OWN-,
ICE-,
P
10
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—t 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
M "
(SEAL)
5764-440611 126698,14
4 %11 /I 1-33
STATE OF CALIFORNIA
COUNTY OFORANGE
On
ACKNOWLEDGEMENT
20—, before me,
(here insert name and title m the officer)
personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person
whose name ix subscribed ko the within instrument and acknowledged k`nuo that he/she executed
the uuooc in his/her authorized capacity, and that by his/her signature on the instrument the
person, or the entity upon behalf uf which the person acted, executed the instrument.
WITNESS roy hand and official seal.
Signature
STATE 0FCALIFORNIA
COUNTY OF ORANGE
On
ACKNOWLEDGEMENT
(here insert name and title mtheofficer)
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 acknowledt,,ed to me that he/she executed
the suouc in his/her authorized capacity, and that by his/her signature on the instrument the
person, or the entity upon behalf ofwhich the person acted, executed the instrument.
WITNESS iny hand and official seal.
Signature
5 764-4402\ 1126698,14
4A 1 i 13
M
olm"
STATE OF CALIFORNIA
COUNTY OF ORANGE
Oil
ACKNOWLEDGEMENT
,20—, before tile,
{here inscit name and personally appeared ntle'dille —offilcel}
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
W
ACKNOWLEDGEMENT
20__, before tile,
(SEAL)
(here insert name and title ofthe offac-er—)
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 lie/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
4,11/13
EXHIBIT A
LEGAL DESCRIPTION
5 764-44062' 11 26698,14
4/1 1 :13