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Home My WebLink AboutAttachment E, Exhibit 1, Q - Sublease AmendmentEXHIBIT Q Sublease Amendment 5764 -44062VAPB360W GRMT 1 136768.6 5/1/13 AMENDMENT NO. I TO SUB -LEASE BETWEEN THE CITY. OF TUSTIN AND THE SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT FOR A PORTION OF MCAS TUSTIN THIS AMENDMENT NO. 1 TO SUB -LEASE (this "Amendment No. 1 "), is made this day of , 2013 (the "Effective Date ") by and between the CITY OF TUSTIN ( "City "), a municipal corporation organized under the laws of the State of California, and the SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency ( "SOCCCD "). RECITALS A. Pursuant to that certain "Sub -Lease 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 "), City subleased to SOCCCD the Leased Premises. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Original Sublease. B. Pursuant to that certain Agreement for the Exchange of Real Property between City and SOCCCD dated , 2013 (the "Exchange Agreement "), City and SOCCCD agreed to amend the Original Sublease by (i) deleting from the Leased Premises that certain real property designated in the Exchange Agreement as "Valencia Parcel No. 2" and more particularly described in Exhibit A attached hereto ( "Valencia Parcel No. 2 ") and (ii) adding to the Leased Premises certain real property designated in the Exchange Agreement as the "Child Care Parcel" and more particularly described in Exhibit B attached hereto (the "Child Care Parcel "). C. Pursuant to that certain "Development Agreement and Amended and Restated Agreement Between the City of Tustin and the South Orange County Community College District for Conveyance of a Portion of MCAS Tustin and the Establishment of an Advanced Technology Educational Campus" between CITY and SOCCCD dated , 2013 and recorded on , 2013 as Instrument No. in the Official Records (the "Development Agreement"), CITY and SOCCCD agreed to modify certain of the terms of the Original Sublease. The Development Agreement encumbers the Leased Property, together with certain other real property currently owned in fee by SOCCCD. D. City and SOCCCD desire to amend the Original Sublease in order to (i) delete Valencia Parcel No. 2 from the Leased Premises and to add the Child Care Parcel to the Leased Premises and (ii) conform the Original Sublease to the terms of the Development Agreement. 5764- 44062\AP13360 \1138265.4 4/I1/13 NOW THEREFORE, in accordance with the foregoing and in consideration of the promises and mutual covenants hereinafter set forth, City and SOCCCD agree to amend the Original Sublease as follows: 1. Leased Premises. The definition of Leased Premises set forth in the Original Sublease is hereby amended by (a) deleting Valencia Parcel No. 2 and (b) adding the Child Care Parcel. A current legal description of the Leased Premises as of the Effective Date is attached hereto as Exhibit C. 2. Use of Leased Premises. Section 4.1 of the Original Lease is hereby amended and restated in its entirety as follows: "4.1 Subject to any restrictions in the LIFOC and the Finding of Suitability to Lease (FOSL) and consistent with the MCAS Tustin Specific Plan/Reuse Plan, as amended, Tenant may use and occupy the Leased Premises solely for the uses prescribed in the Development Agreement (as such term is defined in Amendment No. 1 to this Lease)." 3. Alterations. (a) Section 9.1 of the Original Sublease is hereby amended and restated in its entirety as follows: "9.1 'Tenant shall not make any Major Improvements (as defined in the Development Agreement) to the Leased Premises without complying with the provisions of the Development Agreement concerning Landlord's rights (a) to grant or deny "Development Approvals" and (b) to undertake courtesy review of the "Construction Documents" (as both such terms are defined in the Development Agreement." (b) Sections 9.2 and 9.3 of the Original Sublease are hereby deleted. 4. Assignment and Subletting. (a) Section 10.1 of the Original Sublease is hereby amended and restated in its entirety as follows: "10.1 Restriction on Transfers. Tenant shall not effect, or agree to effect, any transfer, sale, assignment, gift or other conveyance of all or any portion of the Leased Premises or any improvements thereon or any interest therein, or any right or interest under this Lease, whether voluntarily, involuntarily or by operation of law or otherwise (collectively, a "Transfer "), except as provided in the Development Agreement." (b) Section 10.2 of the Original Sublease is hereby deleted. (c) Section 10.3 of the Original Sublease is hereby amended and restated in its entirety as follows: "10.3 Remedies for Improper Transfers. In the event of a Transfer in violation 2 576,1-44062 W PB36011138265.4 4/11/13 of Section 10.1 above, Landlord shall have all remedies available to it as provided in the Development Agreement or this Lease, including the right to terminate this Lease." 5. Tenant Notices. Section 33.1 of the Original Sublease is hereby amended and restated in its entirety as follows: "33.1 If for Tenant, addressed to Tenant as follows, or at such other place as Tenant may from time to time designate by notice to Landlord: South Orange County Community College District 28000 Marguerite Parkway Mission Viejo, CA 92692 Attention: Vice Chancellor of Business Services With a copy to: Andrew P. Bernstein, Esq. Jackson DeMarco Tidus & Peckenpaugh 2030 Main Street, 12th Floor Irvine, California 92614" 6. Access to Leased Premises. Section 38.2 of the Original Sublease is hereby deleted in its entirety. 7. Full Force and Effect. Except as modified by this Amendment No. I, the Original Sublease shall remain in full force and effect. 8. Counterparts. This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 9. Incorporation of Exhibits. Each of the exhibits attached to this Amendment No. 1 is hereby incorporated into this Amendment No. 1 by this reference. IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No. 1 on the date first written above. CITY OF TUSTIN: SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT: By: By: Name: Jeffrey C. Parker Name: Gary L. Poertner City Manager Chancellor 3 5764- 44062\AP8360 \1138265.4 4/11/13 EXHIBIT A Legal Description of Valencia Parcel No. 2 (attached) (Area 7) EXHIBIT A 576444062 \AP B 3 60\ 113 8265.4 4/11/13 Ser4VWJI: DESCItl PTI ON or Alt EA NO. 7 Tustin., CA Porlhin of APN: 430-2132-1 I April 19, 2013 !WE No, 2012201m-I 3 Pave 1 of 2 Real propecy sithaled in the City of Twain, County tilt:Imp. Hiatt: or Czlil'Ortlia, demlb:xi as rot linvc. 1St:jou :1 poitien or PARCEL IV-4-4 ae said parcel is desenbeil in that certain document entitled Si lout 1:012M NOTICE OP LEASE IN FURTHERANCE 04 CONIVINANCII" filed lot record on Mn 14, 101)2 in DOI:. No, 290204(1459j, It evot-tls Of Orange Ccflinty, to ore particularly deicribed follows; COMNIENCING al the most 111,11411.1" Cthllef PARCEL TI once along the itorthen Met iy 1 inc. I if taicl PARCEL, V-.1,4, South 49.1.0'56" Fats!, 1:09.01 I hence leaviov SLid tiorketttatel,y Ente. South -1fr:111()6" West 31-.1.;7 feel it lie ,a.c.iilen,octert line said PARCEL !IWO:Caking itl Nigainti:zaelly Iii the 114flowi.r:g. :hive I 11 1. .14-1./34" West, ; feet io or a i.np.p..nluer“.. couctvc the no:li:ask linvitin a i aditg; of 3092.59 lett 2. Almy.s:fitt Ii1111001 amok of life ie111 of I 24.2(i feet vi beginning of a faceote CLUVI: )10:11[1: a lallas Di'.11 OS.59 Feet; ,Along said 14:n:h4e Clint', iltrow2h a central angle of 218'03. lin an are kav:Ic of 12013 feel; Thence kaving said cicithgesterl■ line and along the nonliave4teely Ike ofsa id PARCEL -4 the following lout f4)COIWNC:C I. NOIth 041213' \ %Int. 35.33 Ce-ei, 2. Ntifth -RP-10'01.1" Pam. 237.97 teeh 3. North 8540115 East, 21.21 feet; North 40vAtft in" haflt, 43,3.s feel to the 2om1- o DEOINNING, f}:w I of 2 COI I Inild319 an moo. of 1.”).501squarc feet 2.9S11 act awn: Pr re:■:,. I tell 114 a liortion As;.us.or'.i. Nuinlio' A% 0141W11 nit ..SCilt1.1111V MICI1 hereto and insole a pan liereOf, Fin: rsicr boglocer:. fly: Theo;.11, P.1 .S. No. 6568 e‘phos: h '.t.; 17.11V:i. 13 .tlYl 1•1■19 I !.1.1.1N,1,14 N I AN/1 I N'4i 3I,. : rage 2 1112 r-•.11o11.5; 1 -= •1/1'03" I, -124.0 R�3032.5L� r, ¢7.08" 1.074.26' '3 10 o'06" Y! (R) ECG °Old „f 1Y5Pl L OG� 1• it 40'40'06' E 237.97' '- -- N 04'22'17” W \ '\ /r— J5.3:5• H 406..,Co i E. P P.O.B. �'N 111 40'1011" E (R) N 95'40'05" E 21221' -}3.35 LAND EXCHANGE AREA NC). 7 129,801 sq.f13 2.980 acres± PARCEL IV -.1-4 DOC. NO. 20020404590 SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430. 282-11 S 40''.0'06- 19 325.27' PROPOSED AREA 10 C 0 1n CITY OF TUSTIN APN: 430-282-26 IECEHO P.O.D. POINT 01- DECIHH17G eL11 K :\51:R17 \12%004-13 F1A111 \LAND tWAP 7.0wa PLAT TO ACCOMPANY LEGAL DESCRIFII)ON EtaX1313 itV111Y0t111FLAIIOU DO SOUTH MIN STREET 5191E 920 OR .HOE, CA 628130 7I4 -415 --D500 714 -115 -0599 (FAX) SubJject `IHEI;t1LE 1 IAN° EXCHANGE AREA 7 Job No. 2012200k-7U_ _ 0Y RL._.-.__. Dote 4/19(13_ Chkd.WS SHEET _.�- 1 or 1___._ EXHIBIT B Legal Description of Child Care Parcel (attached) (Area 8) EXHIBIT B 576444062\APB360 \1138265.4 4/11/13 ;It Lb. Bkr .C1% PI .1.1 91 I.E(;Al. DESCRIPTION OF AREA NO /1 Tustin, CA Portion of APN 430-2133-10 April 19, 2013 MP No. 201 22006.1 3 rage I of 1 l.1:11111111elly situ:fled in the t y orlustict, County of Orauge. Note of California, described as itlow;e, Being all of PA RC'El. IV-1-7 as said parcel is described in that certain document cm:ilea "SI WET HMO NOTICE OF LEASE IN ECILCOI FRANCE OF CONVETANC:E" filed flit Weald on May 14, 2001 in Doe. No. 20020.14.1500. Records of Orange County, more particularly (luso Med as billows; CONIMI1NCIN6 lile $lrililleaStary comer of said PARCEL IV-J-7; Thehcis oboog IliL sontheasledy Uiic or said PARCEL Ow following two (2) tour...es: 1. Soi013 11.--2131.15" \Vest, 351.77 11..ct: 2. ,rl13 7?' 5.S'59' Weal, flat to the westerly line iiisaid rARCEI, c;:tcrly almig G71'i the N.:,!inoiAg of uon,.;;Hr..;eni CC111.11ve 0.1 h itoribilio log a radios of .34l Alll IVO. to Which puinl ritual West. said point being on the northerly line of said PA RCP1-1V-1-4; Ihenee comh.21.43sly and eactoly ;dung said CUITt, cenlral :mule of 221"4 3'3.1", for an ac length. of I 7h.95 lex:Ito the easterly lice of suid PARCEL IV-1-7: Tholes, Itavbig suid u hefty lino and along said emierly 11110 of said PARCEL IV.4-1, Smith 15-1.19.0E. East, 331.:111 feel to the POINT OP ttEoiNNING. Coniairillof all III. : or Et.; ,32:1 :Ammo lber 0( 2371 acres more or leis. tieing all of Assesiar's Parcel Nuoil ier 43l)-N3-flu Nitfl■ril “Se111.411111. Iletv(0 31141 nude 0 purl hereof, For. III F lip yhlecrs This 'I Iuicslu P.1. S. No. olifid License 0).0-20 1.1 I Etc: 4 - t Zen; •••";') LA:4 EI : , -:. P.,‘,..-- ) No. t4.31.111 /W,11 1,.1/11- 01.4 0 'err 1.•hu.12 1.1:sPh 13.11 I ar.11;iv.ii, l'1,1.11.A.Ci,A1.11N I ILt. \ Xi'llAN1,1:1, Page I of SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT APN: 430-283-16 cnvtd LAND EXCHANGE AREA NO. 8 77ss'e 1 103,322 sq, 11± 58.4S 2.372 arrest PARCEL IV•J-7 DOC. NO. 20020404590 CITY OF TUSTIN APN: 430-283-'10 4 R: =34L00, A +29'17'51- L- I7c..95 <;1 COUNTY OF ORANGE SHERIFFS TRAINING CENTER APN: 430-283-11 r.e.L3. IC \511 121?\ 22(ou -1:1P AIS \L PAAu SW:Si' fl.(715'F LE GF.N.0 1'.0,e. PONT M' 13EGINNIMC PLAT. TO ACCOMPANY t.ECAI. DESCRIPTION 6(10 G01I1N IANN SFR1Efl LL41E U20 II WE, CA 92Nf27 714 -415 -0500 Etescas'Sunoco Iran= 714- 415 -0599 (VAX) Subject SgiLOULE 1 ND F'XCHANCE AREAA 8 Job No, :4102Q6G 13 H. Eih__— Uute 4L9113.. SHEET ..___ i Or 1_ EXHIBIT C Legal Description of the Leased Premises (attached) [Area J[ (to be provided) EXHIBIT C 5764-44062 \ A P13360\ 1 133265.4 4/11/13