The URL can be used to link to this page

Home My WebLink AboutCC RES 14-05RESOLUTION NO. 14 -05 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TUSTIN, CALIFORNIA, APPROVING AN EXCHANGE AGREEMENT BY AND BETWEEN THE SECRETARY OF THE ARMY AND THE CITY OF TUSTIN FOR THE EXCHANGE OF LAND BETWEEN PLANNING AREAS 1 AND 18 WITHIN THE BOUNDARIES OF THE MCAS TUSTIN SPECIFIC PLAN The City Council of the City of Tustin does hereby resolve as follows: The City Council finds and determines as follows: A. That the City of Tustin ( "City") and the United States of America, acting by and through the Secretary of the Army, represented by the U.S. Army Corps of Engineers, Sacrament District (the "Government ") propose an Agreement for the Exchange of Real Property. B. That the project consists of an agreement between the City and the Government which delineates the terms and processes associated with the exchange of approximately 15 acres within Tustin Legacy and the ultimate relocation of the existing Tustin Army Reserve Center (the "Reserve Center") from its current location at 2345 Barranca Parkway to 15992 Red Hill Avenue (Exchange Agreement By and Between the Secretary of the Army and the City of Tustin, California). The objectives of the exchange are to relocate the existing Reserve Center to another site within Tustin Legacy adjacent to other similar public and institutional uses, while also creating greater development potential on property adjacent to the commercial shopping center, The. District at Tustin Legacy, which desires to expand its retail shopping center, including facilitating additional parking and circulation. C. That a public hearing was duly called, noticed, and held on said application on January 21, 2014, by the City Council. D. 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 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. On April 3, 2006, the City Council adopted Resolution No. 06 -43 approving an Addendum to the FEIS /EIR. And, on May, 13, 2013, the City Council adopted Resolution No. 13 -32 approving a second Addendum to the FEIS /EIR. The FEIS /EIR along with its Addenda and Supplement is a program EIR under the California Environmental Quality Act (CEQA). The FEIS /EIR, Addenda and Supplement considered the potential environmental Resolution No. 14 -05 Page 1 of 3 impacts associated with development on the former Marine Corps Air Station, Tustin. E. That the Exchange Agreement does not constitute a "project" under CEQA requiring environmental review pursuant to the California Environmental Quality Act as follows: a. The proposed Exchange Agreement does not bind the City to any particular course of action or to any development plan for the property it is acquiring, nor will the Exchange Agreement limit the City's discretion with respect to any future development of either of property it is acquiring or with respect to any discretionary permits or approvals it may have with respect to the property the Army is acquiring. b. The City does not have any current plans for development of the property it will acquire as part of the Exchange Agreement and that the City may not be the owner of the property when it is developed; therefore, any CEQA review at this time would be speculative. c. Projects that are carried out, financed or approved in whole by federal agencies, while subject to the National Environmental Protection Act, are not subject to CEQA. d. While the Exchange Agreement does require the Army to submit its development plans to the City for comment and for the Army to make every effort to construct the Replacement Facility in compliance with specified City development standards, the Army does not require any building or design approval from the City. The only permit the Army will obtain from the City is a grading permit. e. The development of both parcels of property was contemplated under the FEIR/EIS prepared for the WAS Tustin Specific Plan. F. 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. G. That the Planning Commission found that the location, purpose, and extent of the City's disposition of the subject parcel within Planning Area 1 for the proposed relocation of the existing Reserve Center is consistent with the General Plan. Resolution No. 14 -05 Page 2 of 3 1 1 II. The City Council hereby approves the Exchange Agreement by and between the Secretary of the Army and the City of Tustin, California attached hereto as Exhibit 1. III. The City Council authorizes the City Manager to execute the Agreement for Exchange of Real Property and to the extent consistent herewith, the City Council authorizes the City Manager to execute the necessary escrow and other documentation to effectuate the exchange of property. PASSED AND ADOPTED by the City Council of the City of Tustin, at a regular meeting on the 21 st day of January, 2014. ATTEST: JEF City ARKER, STATE OF CALIFORNIA ) COUNTY OF ORANGE ) SS CITY OF TUSTIN ) I, Jeffrey C. Parker, City Clerk and ex- officio Clerk of the City Council of the City of Tustin, California, do hereby certify that the whole number of the members of the City Council of the City of Tustin is five; that the above and foregoing Resolution No. 14 -05 was duly passed and adopted at a regular meeting of the Tustin City Council, held on the 21St day of January, 2014, by the following vote: COUNCILPERSONS AYES: COUNCILPERSONS NOES: COUNCILPERSONS ABSTAINED COUNCILPERSONS ABS NT: r4 C— r'�V� JEFF f,. PARKER, City I c Resolution No. 14 -05 Page 3 of 3 Murray, Puckett, Nielsen, Gomez, Bernstein (5) None (0) None (0) None (0) EXECUTION COPY EXCHANGE AGREEMENT BY AND BETWEEN THE SECRETARY OF THE ARMY AND THE CITY OF TUSTIN, CALIFORNIA THIS EXCHANGE AGREEMENT (the "Agreement") is made and entered into effective as of the date defined in Section XII hereof (the "Effective Date "), by and between the UNITED STATES OF AMERICA, acting by and through the Secretary of the Army, represented by the U.S. Army Corps of Engineers, Sacramento District, hereinafter referred to as "the Government," and the CITY OF TUSTIN, CALIFORNIA, hereinafter referred to as "the City." The Government and the City shall be collectively referred to herein as the "Parties," or individually as a "Party." RECITALS 1. Government property to be exchanged: The Government is the fee owner of that certain real property located at 2345 Barranca Parkway in Tustin, California, consisting of approximately 16.7 gross acres and 14.5 net acres, together with various improvements, including an approximately 32,460 square foot two story administrative building and a 9,760 square foot service and maintenance building, designated as Assessor's Parcel Number 434 - 021 -22, and more particularly described in Exhibit A attached hereto and incorporated herein, hereafter referred to as the "Government Property." The City seeks to acquire the Government Property together with all buildings, improvements and fixtures located thereon and all rights, pr;vilet es and appurtenances pertaining thereto, including, but not limited to, the Government's right, title and interest in and to all easements, water rights, and rights of way adjacent thereto. 2. City property to be exchanged: The City is the fee owner of that certain real property located at the northeast corner of Red Hill Avenue and Warner Avenue in the City of Tustin, consisting of approximately 15.29 gross acres and 14.79 net acres of land and improvements, designated as a portion of Assessor's Parcel Numbers 430 -283- 16 and 430- 283 -18 and more particularly described in Exhibit B attached hereto and incorporated herein, hereafter referred to as the "City Property." The Government desires to acquire the City Property, together with all rights and privileges appurtenant thereto, including, but not limited to, the City's right, title and interest in and to all easements, water rights, rights of way, open or proposed streets and alleys adjacent thereto, for the purpose of constructing a new Army Reserve Training Center, hereafter called the "Replacement Facility." Page 1 of 15 4824- 8653 - 3832.2 EXECUTION COPY 3. Government's authority: Authority for the Government to enter into this Agreement is found in Title 10, United States Code, Section 18240 (10 USC §18240). Pursuant to Section 18240(a) of Title 10, the Secretary of Defense has delegated to the Secretary of the Army authority to acquire interests in land needed to satisfy military requirements for a reserve component by carrying out an exchange of an existing facility, or land, under control of that Secretary through an agreement with a State, local government, local authority, or private entity and to execute agreements and any and all documents necessary to effectuate such an exchange. 4. City's authority: The City will undertake its obligations set forth in this Agreement pursuant to the authority granted by Planning Commission Resolution No. 4242, adopted December 10, 2013 and City Council Resolution No. 14 -05 adopted on January 21, 2014. S. Letter Agreement between the Government and the City: The Government and the City entered into a letter agreement, dated July 30, 2013, attached hereto as Exhibit D (the "Letter Agreement "), under which the City agreed to pay the Government amounts not to exceed one hundred and seventy thousand dollars ($170,000) (the "Reimbursement Funds ") to reimburse the Government for all costs incurred in the performance of administrative tasks set forth on Attachment A to the Letter Agreement; in exchange, the Government agreed to undertake all administrative tasks, including the drafting of agreements, preparation of a Finding of Suitability to Transfer (FOST), preparation of deeds, and legal review of final documents, necessary to complete the proposed exchange of properties. AGREEMENT NOW THEREFORE, in consideration of the benefits conferred hereby, the duties and obligations incurred hereunder, and the mutual covenants and conditions contained herein, the Parties agree as follows: I. CONDITIONS TO BE SATISFIED OR WAIVED A. City Deliverables. The City shall deliver to the Government for inspection not more than fifteen (15) business days following the Effective Date the following documents (each a "City Deliverable "). ApprovaI by the Government of each of the City Deliverables shall be a condition precedent to the Government's obligation to complete this property exchange, unless a condition is expressly waived by the Government: A draft of the special warranty deed to the City Property, setting forth all recorded easements, covenants, restrictions, obligations, rights -of -way, licenses, permits and encumbrances burdening the subject property, or Page 2 of 15 4824- 8658 - 3832.2 EXECUTION COPY appurtenant to the property, and including copies of all related ancillary documents. 2. An ALTA preliminary title report for the City Property, or if the City Property is not yet designated by a separate Assessor's Parcel Number, then for the parcel presently containing the City Property, to be prepared by First American Title Company (the "Title Company "). 3. Complete copies of all unrecorded obligations burdening the City Property, including any leases, licenses, or permits granted to any party for any purpose believed by the City to exist as of the Effective Date, or, if no such commitments or obligations exist, a letter so warranting. 4. A recorded Final Parcel Map showing conclusively that the City has recorded a subdivision map that includes the subject property, or, if no subdivision map has been recorded, a letter from the City to the Government explaining the City's determination to complete or not to complete a subdivision map. The Government shall provide the City a written approval, or disapproval, or waiver of each of the Deliverables above not later than ten (10) business days after the Government's receipt of the listed documents. All approved Deliverables shall be deposited with the Escrow Agent, as provided in Section IILA herein. If and when the Government has approved or waived all of the City Deliverables, the Government shall submit to the Escrow Agent a letter confirming the City has fulfilled all of its obligations under Section I.A., above (the "Government Acceptance Letter "). In the event the Government reasonably disapproves any of the Deliverables enumerated above the Government will immediately advise the City in writing of the Government's disapproval and provide the reasons for such disapproval. The City shall have ten (10) business days from receipt of the Government's disapproval to correct the deficiency, unless such time is extended by the Government. In the event the City is unable to correct the deficiency, the Government may seek a revised basis for completing the exchange, provided that any such revision will require an amendment to this Agreement and approval of the City, or the Government may elect to terminate this Agreement. B. Government Inspection of City Property: Pursuant to an existing Right of Entry dated May 14, 2013, the Government shall have the right to enter upon the City Property for purposes of conducting environmental investigations. Such entry will be made during regular business hours and with at least twenty -four (24) hours prior notice, in accordance with the terms of the Right of Entry. Any entry, investigation, survey, drilling, test pitting, test soil borings or other activity shall be conducted in a manner that is as inconspicuous as reasonably possible, causing the least disruption reasonably practicable. Page 3 of 15 4824 -8658- 3832.2 EXECUTION COPY If at any time prior to Closing the Government discovers a condition on the City Property that renders the City Property unsuitable for the Government's intended purpose, and such condition cannot be cured at reasonable cost, in the Government's sole estimation, the Government shall immediately notify the City in writing of the incurable condition and the Government's intent to reject the City Property, and therefore to terminate this Agreement. C. Government Deliverables: The Government shall deliver to the City for inspection not more than fifteen (15) business days following the Effective Date the following documents (each a "Government Deliverable "). Approval by the City of each of the Government Deliverables shall be a condition precedent to the City's obligation to complete this property exchange, unless a condition is expressly waived by the City: l . A draft of the quitclaim deed to the Government Property, setting forth all recorded easements, covenants, restrictions, obligations, rights -of -way, licenses, permits and encumbrances burdening the subject property, or appurtenant to the property, and including copies of all related ancillary documents. 2. Complete copies of all unrecorded obligations burdening the Government Property, including any leases, licenses, or permits granted to any party for any purpose believed by the Government to exist as of the Effective Date, or, if no such commitments or obligations exist, a letter so warranting. 3. An ALTA preliminary title report from the Title Company, setting forth all easements, conditions, reservations and restrictions recorded against the Government Property. 4. A complete survey of the City Property prepared by a land surveyor registered in the State of California, and conducted in accordance with the current Minimum Standard Detail Requirements for ALTA/ACSM Land Surveys (the "Survey "), showing all existing and prospective easements, encroachments, dedications, setbacks, and land use restrictions, and so certified to the Government, the Title Company, and the City. The City shall provide the Government a written approval, disapproval, or waiver of each of the Deliverables above not later than ten (10) business days after the City's receipt of the Deliverable. All approved Deliverables shall be deposited with the Escrow Agent, as provided in Section III.A herein. If and when the City has approved or waived all of the Government Deliverables, the City shall submit to the Escrow Agent a letter confirming the Government has fulfilled all of its obligations under Section I.B., above (the "City Acceptance Letter "). In the event the City reasonably disapproves any of the Deliverables enumerated above, the City will immediately advise the Government in writing of the City's disapproval and provide the reasons for such disapproval. The Government shall have ten (10) business days from receipt of the City's disapproval to correct the deficiency, unless such time period is extended by the City. In the event the Page 4 of 15 4824 -8658- 3832.2 EXECUTION COPY Government is unable to correct the deficiency, the City may seek a revised basis for completing the exchange, provided that any such revision will require an amendment to this Agreement and approval of the Government, or the City may elect to terminate this Agreement. D. City Inspection of Government Property: Immediately following the Effective Date, the City shall have the right to enter upon the Government Property for purposes of conducting environmental investigations. Such entry will be made during regular business hours and with at least twenty -four (24) hours prior notice provided to the Commander of the Leaseback Facility's then current User Group (as of January 2014 the 63'a Army Reserve Group), in accordance with applicable Government procedures. Any entry, investigation, survey, drilling, test pitting, test soil boring or other activity shall be conducted in a manner that is as inconspicuous as reasonably possible, causing the least disruption as reasonably practicable. If at any time prior to Closing the City discovers a condition on the Government Property that renders the Government Property unsuitable for the City's intended purpose, and such condition cannot be cured at reasonable cost, in the City's sole estimation, the City shall immediately notify the Government in writing of the incurable condition and the City's intent to reject the Government Property and therefore to terminate this Agreement. II. INTERIM GOVERNMENT LEASEBACK OF ARMY RESERVE CENTER, 2345 BARRANCA PARKWAY, TUSTIN, CALIFORNIA During the period of construction of the Replacement Facility the City agrees to lease back to the Government the existing Army Reserve Center at 2345 Barranca Parkway, Tustin, CA. The portion of the Government Property to be leased back by the Government from the City is hereinafter referred to as the "Leaseback Facility." The Government shall occupy and utilize the Leaseback Facility for a period not to exceed sixty (60) months, unless a delay in the City's completion of municipal utility facilities required to service the Replacement Facility occurs, through no fault of the Government, that prevents the Government from taking occupancy of the Replacement Facility (see Section IV.E., below). In such event the Government's tenancy in the Leaseback Facility shall continue, at no rent, until municipal utility facilities required to service the Replacement Facility are completed, allowing the Government to contract for utility services at the Replacement Facility. The Government's occupancy and use of the Leaseback Facility shall conform to the terms and conditions set forth in the draft Government Lease attached hereto as Exhibit F, including a diagram showing the dimensions of the Leaseback Facility. Page 5 of 15 4824 -8658- 3832.2 EXECUTION COPY If the Government executes a parking lot lease over an existing parking area contiguous with the northwestern boundary of the Government Property and owned by Vestar Properties, Inc., or over a comparable adjacent parking lot whose owner is amenable to such an agreement (hereinafter, the "Government Parking Lease "), the City shall retain a 2 to 3 acre parking lot located at the southwestern end of the Government Property. The diagram of the Leaseback Facility included in the Government Lease shall accurately depict the dimensions of any City - retained parking area to be located within the boundaries of Assessor's Parcel Number 434 - 021 -22. In the event that the Government is unable to negotiate and execute the Government Parking Lease, the City shall not retain such 2 to 3 acre southwestern parking lot, and the diagram of the Leaseback Facility attached to the Government Lease shall include the entire Government Property. III. CLOSING A. Escrow Closing Instructions: All Deliverables listed in Section I, above, and Closing Documents listed in Section IV below, shall be deposited with First American Title Company (the "Escrow Agent") after they have been approved by the Parties. The Escrow Agent is instructed to hold all Deliverables and Closing Documents in escrow and shall notify the Parties at such time as all Deliverables listed and Closing Documents have been received. B. ENVIRONMENTAL REVIEW: As soon as it is able to do so, the Government shall notify the Escrow Agent in writing that it has complied with all requirements under NEPA (the "Government NEPA notification"). As soon as it is able to do so, the City shall notify the Escrow Agent in writing that it has complied with all requirements under the California Environmental Quality Act ( "CEQA ") (the "City CEQA notification"). C. Closing Date: As soon as possible, but not more than ten (10) business days following the Escrow Agent's delivery of the notice to the Parties designated in Subsection III.A., above, the Escrow Agent shall consummate the exchange of properties and record and deliver all Deliverables and Closing Documents in accordance with Closing Instructions jointly prepared and provided by the Parties to the Escrow Agent (hereinafter the "Closing ") at a date and time suitable to the Parties. D. The Closing shall take place on or before October 15, 2014, (hereinafter the "Closing Date ") or this Agreement shall be null and void, unless the Closing is extended by the mutual agreement of the Parties in writing. IV. OBLIGATIONS OF THE CITY Page 6 of 15 4824-9659-3932.2 EXECUTION COPY A. Use of special warranty deed: The City shall convey to the Government fee simple title to the City Property by special warranty deed using substantially the same form as the Special Warranty Deed attached hereto as Exhibit C (the "City Property Deed ") and free and clear of all encumbrances and special assessments that may be liens against the City Property, but including all easements and rights appurtenant thereto. B. Reimbursement of all Government costs related to exchange: The City shall reimburse the Government all reasonable costs of whatever kind, contemplated or not, including administrative costs, incurred by the Government in fulfillment of the Government's obligations under this Agreement, and in fulfillment of the Govenunent's obligations set forth in the Letter Agreement (attached hereto as Exhibit E). The Parties expressly acknowledge and agree that notwithstanding any expression to the contrary in this Agreement, the City's obligation to reimburse costs incurred by the Government in connection with this Agreement or the Letter Agreement shall not exceed the sum of one hundred seventy thousand U.S. dollars ($I70,000), unless the City approves in writing an increase or waiver of this not -to- exceed sum. The City shall also reimburse, or otherwise waive, all City plan -check and permit issuance fees related to the Government's compliance with Section V.E. below. C. City delivery of closing documents: On or before the Closing Date, the City shall deliver to the Title Company the following documents (hereinafter "City Closing Documents'): I . The City Property Deed, duly executed on behalf of the City. 2. Full and satisfactory evidence of City Council Resolution No. 14 -05 of the Tustin City Council authorizing the exchange. 3. The Government Lease, duly executed by the City. 4. Any other documents reasonably requested by the Title Company and the Government as administrative requirements for closing the exchange, pursuant to the Escrow closing instructions described in Section III(A), above. D. City reimbursement of the Government's costs: Upon presentation of the Government's accounting of its administrative costs (as provided below), the City shall promptly reimburse the Government said costs per Section V.D below, as set forth in the Letter Agreement. E. Provision of Utilities: In order for the Government to complete the Replacement Facility in a timely manner, the City will deliver no later than nine months after the Closing Dateswet utility facilities (water, sewer, and storm drain) to the property line of the Replacement Facility, and dry utility facilities (electrical, gas, Page 7 of 15 4824 - 8658 - 3832.2 EXECUTION COPY communications, cable, etc.) within the roadway between the curb and right -of -way line. Utility facilities shall be delivered to the Replacement Facility with the capability of providing the service capacities stipulated below: I . Fire water: 1,160 GPM @ —54 psi 2. Domestic water: 110 GPM (peak) 3. Reclaimed water: 120 GPM (peak) 4. Sanitary sewer: 175 GPM (peak) 5. Natural gas: 1,500 cubic feet per hour (peak demand) 6. Electricity: 1,000kVA service transformer with 480Y/277V secondary 7. Communications cables: 12 strand single mode fiber cable and 50 pair copper cable from service provider connection point. V. OBLIGATIONS OF THE GOVERNMENT A. Use of quitclaim deed: The Government shall convey by quitclaim deed using substantially the same form as the Quitclaim Deed attached hereto as Exhibit D (the "Government Quitclaim Deed ") to the City, as grantee, all of the Government's right, title and interest in the Government Property. The Government Quitclaim Deed shall not preclude the use of the Government Property for industrial purposes, pursuant to the terms of the Letter Agreement. B. Government administrative tasks: The Government shall complete in a timely manner all administrative tasks identified in the Letter Agreement, and shall ensure the Parties are in possession of all relevant environmental and legal documents due from the Government, per the terms of this Exchange Agreement. C. Government delivery of closing documents: On or before the Closing Date, the Government shall deliver to the Title Company the following (hereinafter "Government Closing Documents "): 1. The Government Quitclaim Deed, duly executed on behalf of the Government. 2. Full and satisfactory evidence of the Government's authority for completing the exchange and executing documents, as may be required in the Title Company's title commitment; 3. The Government Lease, executed on behalf of the Government. 4. An executed copy of the Government Parking Lease (see Paragraph II above). Page 8 of 15 4824 - 8558- 3832.2 EXECUTION COPY 5. Any other documents reasonably requested by the Title Company and the City as administrative requirements for completing this exchange pursuant to the escrow closing instructions described in Section III(A), above; 6. A report detailing the environmental condition of the Government Property that identifies all Government studies, investigations and information related to the Government Property; 7. A Finding of Suitability to Transfer (FOST) for the Government Property; and 8. All required National Environmental Policy Act ( "NEPN') documentation, such as preparation of an Environmental Assessment (EA) and, if indicated, preparation of a Finding of No Significant Impact (FONSI), and other relevant environmental reports. D. Accounting of administrative costs: Not later than thirty (30) days after the Closing Date, the Government shall provide the City an accounting of all Government reimbursable costs incurred under the terms of the Letter Agreement to be reimbursed by the City. E. Compliance with City development standards and regulations: 1. The Government shall submit its plans for the Replacement Facility to the City and provide the City an opportunity to comment on such project elements as setbacks, building massing, height, distance from property line, etc. The Government will make every effort to construct the Replacement Facility in compliance with applicable general development standards set forth in the WAS Tustin Specific Plan Section 3.3.2. 2. The Government shall obtain an Encroachment Permit from the City for all work to be completed by the Government within the public right -of- way. 3. The Government shall obtain a Grading Permit from the City for the grading of the site in conjunction with construction of the Replacement Facility. 4. The Government shall enter into a Landscape Construction and Maintenance Agreement (attached hereto as Exhibit G). 5. The Government shall install and maintain interim landscape improvements along the Red Hill frontage of the City Property until the ultimate widening of Red Hill Avenue occurs at a future time. The Government shall not oppose a future construction easement from the City to construct the future Red Hill Avenue widening improvements. The City shall coordinate with the Government in advance of implementing the Red Hilt Avenue widening improvements to minimize any temporary adverse Page 9 of 15 4824- 8658 - 3832.2 EXECUTION COPY impacts to the Replacement Facility's access and operations during construction of Red Hill Avenue improvements. 6. Fencing of the City Property shall be at the discretion of the Government, based on government regulations and security standards; however, the Government shall make a good faith effort to ensure that any perimeter fencing is consistent with the development of the area. VI. ACKNOWLEDGEMENTS A. Environmental obligations of the Government: Prior to Closing, the Government will satisfactorily complete all required environmental documentation applicable to the federal action, including a Finding of Suitability to Transfer (FOST) the Government Property, an Environmental Assessment (EA) of the environmental impacts associated with construction of the Replacement Facility on the City Property, and, if indicated, a Finding of No Significant Impact ( FONSI). In the event the Government has not completed all environmental documentation prior to the Closing Date because unforeseen environmental issues consume significant additional time to resolve, either delaying issuance of a FONSI or requiring preparation of an Environmental Impact Statement (EIS), then the Closing Date may be postponed upon mutual agreement of the Parties, per Section III(D). B. Environmental obligations of the City: Except as specifically provided herein, the City will not be approving, financing or carrying out any development on the City Property. Moreover, this Agreement shall not bind the City to a particular course of action or to any particular development plan for the Government Property. After the Closing Date and exchange of deeds, the City shall retain absolute and sole discretion over any future development of the Government Property and the power to propose, design, modify, comment on, or approve any such development. Prior to commencing any development of the Government Property, the City, or its successor in interest, shall comply with any applicable NEPA or CEQA obligations. C. "As is" conveyance of Government Property: The Government Property shall be conveyed to the City in an "as is, where is" and "with all faults" condition as of the Closing Date, with no further representations or warranties offered by the Government or its agents concerning the state of repair or condition of the Government Property beyond the specific representations set forth in this Agreement. D. "As is" conveyance of City Property: The City Property shall be conveyed to the Government in an "as is, where is" and "with all faults" condition as of the Closing Date, with no further representations or warranties offered by the City or its agents concerning the state of repair or condition of the City Property beyond the specific warranties and representations set forth in this Agreement and in the Deed, including language therein warranting the City Property's fitness of title. Page 10 of 15 4824 -6656- 3832.2 EXECUTION COPY E. No merger: This Agreement shall not merle into any other or subsequent agreements between the Parties, including any modifications or amendments to the Letter Agreement. VII. DEFAULT If either Party shall default in its obligations under this Agreement, the non - defaulting Party may enforce its rights under Article VIII, "Disputes," or under federal law, as applicable. A default by either Party in the performance of its obligations under this agreement may suspend the duty of the counterparty to perform its remaining contractual obligations until the default is either cured or waived. VIII. DISPUTES A. The Parties shall attempt to resolve any dispute arising out of or relating to this Areement through negotiations between representatives with authority to settle the same. B. If the matter is not resolved by negotiation within 30 business days of receipt of a written "invitation to negotiate" by one Party from the other Party, the Parties shall attempt to resolve the dispute in good faith through an a4reed Alternative Dispute Resolution (ADR) procedure. C. Nothing in this clause shall be construed as prohibiting a Party from applying to a court of jurisdiction at any time for relief of any claim arising under this Agreement. IX. GENERAL PROVISIONS A. Agreement not extinguished by exchange of properties: All of the obligations of the Parties set out in this Agreement, its attachments and exhibits, shall survive the completion of the exchange of properties and shall remain obligations of the Parties, their successors and assigns, until satisfied or waived. B. Whole agreement: This Agreement incorporates and includes all prior negotiations and agreements, except the Letter Agreement, applicable to the matters contained herein. The Parties agree that this Agreement, together with the Letter Agreement, constitute the entire understanding between the Parties with respect to the matters contained herein and supersede any previous representations, whether written or oral, and any other written or oral agreement between the Parties. C. Waiver of any term may not be construed to mean waiver of the Agreement: The failure of either party to insist upon strict performance of any of the terms, covenants, or conditions of this Agreement shall not be construed as a waiver or a Page 11 of 15 4824 - 8658 - 3832.E EXECUTION COPY relinquishment of that Party's rights to future performance of all such terms, covenants, or conditions by the other Party. D. Agreement shall persist despite failure of a provision: If any provision of this Agreement is declared or found to be illegal, unenforceable, or void, then both Parties shall be relieved of any obligations under that provision. Notwithstanding such a finding, this Agreement shall remain in full force and effect and remain binding on the Parties hereto as to all other terms and provisions to the fullest extent permitted by law. E. Amendments only in writing: This Agreement may be amended only by written mutual consent of the Parties. F. Anti- Deficiency Act: Nothing in this Agreement shall be interpreted to require obligations or payments by the United States in violation of the Anti - Deficiency Act, as amended, 31 U.S.C. §1341. G. Hold harmless: The City and Government shall, to the extent permitted by law, hold the other harmless from any costs, claims, damages, loss or other costs, including fines and penalties, arising out of implementing this Agreement. H. No assignments of interest: Neither the City nor the Government may transfer or assign its rights and interests in and under this Agreement without the written consent of the other Party, which shall not be unreasonably denied. The covenants, agreements, rights, and responsibilities contained in this Agreement inure to the benefit of and are binding upon the Parties hereto, their successors, and assigns. Nothing in this Agreement shall be construed to create any rights of enforcement against any persons or entities not a Party hereto, nor shall this Agreement be construed to create any rights, interests, or third party beneficiary status for any persons or entities not a signatory to this Agreement. I. Government's right to terminate Agreement if certain gratuities paid: The Government may, by written notice to the City, terminate the right of the City to proceed under this Agreement if it is found, after notice and hearing, by the Secretary of the Army or his duly authorized representative, that gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by any agent or representative of the City to any officer or employee of the Government for the purpose of (i) securing any contracts or obligations arising from this Agreement, or (ii) securing favorable treatment with respect to the awarding, amending, or making of any determinations controlling the performing of such contracts or obligations, provided that the existence of facts upon which the Secretary of the Army or his duly authorized representative makes such findings shall be in issue and may be reviewed in any court of competent jurisdiction. J. No brokerage commissions or fees paid: The City warrants to the Government and the Government warrants to the City that neither Party has employed or retained any person or selling agency to solicit or secure this Agreement or any contracts or obligations arising from this Agreement, upon an agreement or understanding for a Page 12 of 15 4824. 8658 - 3832.2 EXECUTION COPY commission, percentage, brokerage, or contingent fee. In the event of a breach or violation of this warranty, the non- breaching Party shall have the right to annul this Agreement or require payment from the breaching Party for the amount of such commission, percentage or contingent fee. K. No discrimination: The City and the Government will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. L. No partnership, no third party rights: Nothing contained in this Agreement will make or will be construed to make the Parties hereto partners or joint venturers with each other, nor be construed to render either of the Parties hereto liable to any third party for debts or obligations of the other Party hereto. M. Use of personal pronouns: All personal pronouns used in this Agreement, whether used in the masculine, feminine, or neuter gender, will include all other genders. X. NOTICES A. A written notice, demand, or other communication under this Agreement by either Party to the other ( "Notice ") shall be sufficiently given or delivered if it is hand delivered, sent by reputable overnight courier service, or dispatched by registered or certified mail, postage prepaid, return receipt requested, and addressed as follows: If addressed to the Government, deliver notices to: U.S. Army Corps of Engineers Sacramento District Attn: Chief, Real Estate Division 1325 J Street Sacramento, CA 95814 If addressed to the City, deliver notices to: City of Tustin Attn: City Manager 300 Centennial Way Tustin, CA 92780 B. Communications shall be directed to such other addresses with respect to either Party as that Party may, from time to time, designate in writing and forward to the other Party as provided in this Section. Page 13 of 15 4824. 8658 - 3832.2 EXECUTION COPY C. All Notices shall be effective upon (i) the day following deposit with a reputable overnight courier, (ii) receipt if hand delivered, or (iii) being deposited in the United States mail in the manner prescribed above. However, the time period in which a response to any such Notice must be given shall commence to run from the date of receipt by the addressee thereof as shown on the return receipt of the Notice. Rejection or other refusal to accept or the inability to deliver because of changed address of which no Notice was given, shall be deemed to constitute receipt of the Notice as of the date of such rejection, refusal or inability to deliver. XI. EXHIBITS: The following exhibits are attached and made a part of this Agreement: EXHIBIT A: Legal Description of the Government Property EXHIBIT B: Legal Description of the City Property EXHIBIT C: Form of City's Special Warranty Deed (City Property) EXHIBIT D: Form of Government's Quitclaim Deed (Government Property) EXHIBIT E: Letter Agreement EXHIBIT F: Form of Government Lease of Leaseback Facility EXHIBIT G: Landscape Construction and Maintenance Agreement XII. EFFECTIVE DATE The effective date of this Agreement shall be the date on which the last Party has signed this Agreement. [Signature Page Follows] 4824- 8558 - 3832.2 Page 14 of 15 EXECUTION COPY IN WITNESS WHEREOF, the Parties hereto have set their hands and seals hereunto on the date subscribed opposite their respective names. Date: ATTEST: Date: 4824 -8658- 3832.2 CITY OF TUSTIN, CALIFORNIA LI-M Jeffrey C. Parker, City Manager UNITED STATES OF AMERICA DEPARTMENT OF THE ARMY LIM Director of Real Estate U.S. Army Corps of Engineers Page 15 of 15 Exhibit A Legal Description of the Government Property SHEET T OF 1 K=501 RECORD OF SURVEY M00 Ln 00.11 O. 99- 1041 IN THE CITY OF TUSTIN, COUNTY Or ORANGE. STATE of CALIFORNIA BEINC A SURVEY OF A PORTION OF BLOCK 47. IRVINE'S SUBDIVISION, M.R.M. 1/60 MAYS AND ASSOCIATES 3EF►ERT L. MAYS, LS +37■ GATE OF SURVET: MAY S. 1110 Too WP 1114 SEEN 11MIMEC IN AOOORCr a � S[CDON WINI Or TIC LMR SIiRVLI'OR'S ACT THR'� 04Y Of A &Afm •air . I"1. THE PIAIPCSC Or THIS SHAIYET IS To DWMNT TK FOSIt ION Or room Fl�OPWR7YA ►101 THEE KPOUtt ENT a[ TW TO INK KFAIITHENT Or M AAW . pz 9 J U � H C4 I' CL 0. E q AI U . - CRY OF E% AOCMD M AT TIC IX of, Svallowt _ am UMMMI rt f 14440i17077 sc wx 17E _ PACE q8 OOOMr RECOIOt71 ry I HOW SOITE TIW 1 1111E 0 100 TINT MW W >SWM PIIIt9W 10 IWI WWA OF DE WO SIA WWWS MY A00 IMF IT IS N W/L11HTA >r!M T1E SkJSOwIE101H II1P ACT 10MI9011 5 OF TmJ1 7 OF TIC 00101 mw b oR AMY ArP4!</I�E LOOIL CNOKVCE CRY A 8911111110011 8911111110011 01 it" ,t /s. /e! MY II W WN DMCI. e MW r t /1• Mg W SIAMrm 1S 3141' C PROPOSED MTIN w -°134• 111 137 Sh 10o W 1.4, RM CH ROAD PER MY OF N571N I 1 lit 4P40'W' [301.79• I 1- 11.50'3111.17 S7' 115.74' kJ �11 3t I_ I �Q v ,4 c" - r N 40`40'00' E 540.00Y m r�p11Nw4 RO101 a �wOIE[ mDOS T 41 L►r ,p[r FrE TAOOm 1.f iJ71� COI0�1 FMCM T. 1 ®r9Uq Ngn.la SR 5' 1row FrC TAOOm ►+1 tis 071 AT Ii c. rA1cn 1. ><' '� fgNy COW WW 11101) TAOCm 11!(E RE7E11G M NO mmm PEP HOft /[LOW. UT Y VON FrE == U 6370' AT COMOI Amm I. p IV c10FFrR WELD Rao GOCm -wa ' L 11N' w WO'Or16 E O.N'. 00 RIF� Z Pp HE110Y[O IqT[ S�9R. WT 1' FIFE fAC9E0 RS 63a AT L'011CA Fallic L 1. ® oorA[s wpa mm TAOM 1m 1111' 1 71' 13'04 E 0.54'. NO *1713C11C4 — 1�py� PDI MOK KIM. IV LVb UOw AND m �.S W70• N r[71C[ I= FOOT AT calm pmm 1. PROPOSED PARCEL 1 FU"= IDLY Rail OF MY UNIT or rvOwrA FMRCMY COMM WILY 010G HT Or IqY LEW Or AWIFU1M PAMMY 10mr of Tusllw 1 i Imican Nam M OS 017-44119 Ns ISWI.49 • - ram MXUNxt Al mm M riwSMCS SH01M ON TOO UWAT AIC SAJO ON TIE InR�RE OF .M.MNCA "tWAY SMW As 14 fil!'dl PAS RIDSw ON fKaw of SOW 10, 57 -1015. Rm N ICI M Or SAWr MK Ip, PAOSS 31 UNOVOHI 31, PHtt1OHFE. jam= zwnmu! THIS MW commY WIOWIS A Sim 11110E SK ML OR UNDID! MY DK CGNNME ■R TC I10CE m OF TC tA0 ACT a 1111[ AS NW OF ML WIN WUR, SM FAMOOK wwl9�s rA 1D7xo-00MWMDmde an w a on. ' r.o. wK SDD1, LOS W. M22 L WYS. LS. "it Mr Sm011W01I Ur1Ci 17 -a7-m !°FIAT- 10,-t1o0 9. ww- DI"L"mws VOM KbROHti TUWY %Cramm1w RSE �S 04�K.AM )@. 39" ARCM INGLIRO� I UI[MW J.3 R mm 11[s<m OVNT ow or START. [71611RR. � � !�:) N 40`40'00' E 540.00Y _ >E H WS N0. 617 - rMJMO 5 1 M G G RIM OW F l�7i' N — RAJ 1400-3. COMM 1.2' 1 i Imican Nam M OS 017-44119 Ns ISWI.49 • - ram MXUNxt Al mm M riwSMCS SH01M ON TOO UWAT AIC SAJO ON TIE InR�RE OF .M.MNCA "tWAY SMW As 14 fil!'dl PAS RIDSw ON fKaw of SOW 10, 57 -1015. Rm N ICI M Or SAWr MK Ip, PAOSS 31 UNOVOHI 31, PHtt1OHFE. jam= zwnmu! THIS MW commY WIOWIS A Sim 11110E SK ML OR UNDID! MY DK CGNNME ■R TC I10CE m OF TC tA0 ACT a 1111[ AS NW OF ML WIN WUR, SM FAMOOK wwl9�s rA 1D7xo-00MWMDmde an w a on. ' r.o. wK SDD1, LOS W. M22 L WYS. LS. "it Mr Sm011W01I Ur1Ci 17 -a7-m !°FIAT- 10,-t1o0 9. ww- DI"L"mws VOM KbROHti TUWY %Cramm1w RSE �S 04�K.AM )@. 39" ARCM INGLIRO� I UI[MW J.3 R mm 11[s<m OVNT ow or START. [71611RR. � � !�:) Exhibit B Legal Description of the City Property RBF Consulting 14725 Alton Parkway Irvine, California 92618 December 3, 2013 EXHIBIT "A" .IN 10- 104755110 - 107351 Page 1 of 3 LEGAL DESCRIPTION TARC PARCEL That certain parcel of land situated in the City of Tustin, County of Orange, State of California, being those portions of Blocks 9 and 10 of Irvine's Subdivision as shown on a map thereof filed in Book 1, Page SS of Miscellaneous Record Maps in the Office of the County Recorder of said Orange County, described as follows: COMMENCING at the centerline intersection of Red Hill Avenue and Warner Avenue as shown on Tract No. 17144, Fled in Book 906, Pages 5 through 14 of Miscellaneous Maps in the Office of the County Recorder of said Orange County; thence along said centerline of Warner Avenue, as shown on said Tract No. 17144, through the following courses: South 49 °22'21" East 130.03 feet to the beginning of a tangent curve concave southwesterly and having a radius of 1800.00 feet; thence along said curve southeasterly 327.53 feet through a central angle of 10 °25'32 "; thence tangent from said curve South 38 °56'49" East 261.21 feet to the beginning of a tangent curve concave northeasterly and having a radius of 1800.00 feet; thence along said curve southeasterly 373.15 feet through a central angle of 11'52'40"; thence tangent from said curve South 50 °49'29" West 102.48 feet; thence leaving said centerline of Warner Avenue North 40 °39'15" East 60.02 feet to a point on a line parallel with and 60.00 feet northeasterly of said last course in the centerline of Warner Avenue, said point being the TRUE POINT OF BEGINNING; thence along said parallel line North 50 149'29" West 104.03 feet to the beginning of a tangent curve concave northeasterly and having a radius of 1740.00 feet, said curve being concentric with and 60.00 feet northeasterly of the hereinabove described curve having a radius of 1800.00 feet and arc Iength of 373.15 feet in the centerline of Warner Avenue; thence along said concentric curve northwesterly 105.53 feet through a central angle of 03 °28'30'; thence non - tangent from said curve North 03'1754" West 23.65 feet; thence North 45 °5VI 5" West 56.00 feet; thence North 88 °24'55" West 23.65 feet to a point on a non - tangent curve concave northeasterly and having a radius of 1740.00 feet, said curve being the continuation of said last concentric curve, a radial line of said curve from said point bears North 459890" East; RBF Consulting TARC Parcel Exhibit "A" December 3, 2013 3N 10- 104755110- 107351 Page 2 of 3 thence along said concentric curve northwesterly 17.22 feet through a central angle of 00 °34'01" to a point of compound curvature with a curve concave northeasterly and having a radius of 1147.00 feet, a radial line of said curves from said point bears North 46 °12'31" East; thence along said curve northwesterly 105.79 feet through a central angle of 05° 17'05"; thence tangent from said curve North 38 °30'24" West 102.59 feet to the beginning of a tangent curve concave northeasterly and having a radius of 156.00 feet; thence along said curve northwesterly 28.14 feet through a central angle of 10 °20'02 "; thence tangent from said curve North 28'10'22" West 31.23 feet to the beginning of a tangent curve concave southwesterly and having a radius of 174.00 feet; thence along said curve northwesterly 31.47 feet through a central angle of 10 °21'42' ; thence tangent from said curve North 38 °32'04" West 141.56 feet to a point on a non- tangent curve concave southwesterly and having a radius of 1261.00 feet, a radial line of said curve from said point bears South 51 °59'44" West; thence along said curve northwesterly 127.83 feet through a central angle of 05 °48'30" to a point of compound curvature with a curve concave southwesterly and having a radius of 1878.00 feet, said curve being concentric with and 78.00 feet northeasterly of the hereinabove described curve having a radius of 1800.00 feet and are length of 327.53 feet in the centerline of Warner Avenue, a radial line of said curves from said point bears South 46 °11'14" West; thence along said concentric curve northwesterly 182.23 feet through a central angle of 05 °33'35" to a line parallel with and 78.00 feet northeasterly of the hereinabove described course having a bearing of South 49 °22'21" East in the centerline of Warner Avenue; thence along said parallel line, tangent from said curve North 49 °22'21 " West 32.03 feet to the northwesterly line of Parcel I -E -2 as described in that certain Quitclaim Deed recorded May 14, 2002 as Instrument No. 20020404595 of Official Records in said Office of the County Recorder of said Orange County; thence along said northwesterly line of Parcel I -E -2 through the following courses: North 04 °24'53" West 29.68 feet; thence North 40 °37'39" East 47.72 feet; thence South 49 °22'21" East 12.00 feet; thence North 40 °37'39" East 180.00 feet; thence North 49 °22'21" West 12.00 feet; thence North 40 °37'39" East 343.98 feet; thence leaving said northwesterly line South 49 °20'45" East 718.34 feet; thence South 40 °39'07" West 20.88 feet; thence South 49 °20'45" East 213.37 feet; thence South 39 °51'45" West 305.52 feet; RBF Consulting December 3, 2013 TARC JN 10- 104755110 - 107351 Parcel Page 3 of 3 Exhibit "A" thence South 50 °08'15" East 173.88 feet; thence South 40°39' l5" West 389.69 feet to the TRUE POINT OF BEGINNING. CONTAINING: 15.288 Acres, more or less. SUBJECT TO all Covenants, Rights, Rights -of -Way and Easements of Record. EXHIBIT "B" attached and by this reference made a part hereof. K-0 -: ; 12/3/2013 Kurt R. Troxell, L.S. 7854 Date H: Ipdnta1101073511AdniALegalsV351 LGL TARC_AREA 01.docx KURT R. p TROXELL 78M OFCA P.O.C. :1 L13 `° - C/L RED HILL AVENUE 00 15 N40 037'39 "E 343.98' — _ (PORTION z z BLOCK °° U LINE TABLE N0. BEARING LENGTH L1 S 49 022'21" E 130.03' L2 S 38 056'49" E 261.21' L3 S 50 °49'29" E 102.48' L4 N 40 °39'15" E 60.02' L5 N 50 °49'29" W 104.03' L6 N 03 °17'34" W 23.65' L7 N 45 °51'15" W 56.00' L8 IN 88 124'55" W 23.65' L9 N 38'30'24" W 102.59' L10 N 28 010'22" W 31.23' L11 N 49 °22'21" W 32.03' L12 N 04 °24'53" W 29.68' L13 N 40 °37'39" E 47.72' L14 S 49'22'2111 E 12.00' L15 N 40'37'39" E 180.00' L16 N 49 °22'21" 1W 12.0p0p' W L17 S 40939'07" 20.88' (ZIP O� BLOCK 10 w......... 9 r { N \ cn lti N46 912' 31 "E (RAD) PCC N45 0 ,E ' SU$n1115JON L17 IRVINES w {RAD ) r M.R.M. I I M� I la3 +' N PARCEL L — — _.._ — .J cN l –E– I.1 I° O.R. 1 INSTRUMENT NO. 2004000369376, I S39 51 45 W 305.52 6 : " I _S42039'01 "W Z w I (RAD) – rn `O � w l o 00 60' I LO L4 S40 °39'15 "W EXHIBIT AB" T.P -O -R. ITMCC ry PARCEL CONTAININQ 16 288 ACRES +I- 389.69 w in rn ° CURVE TABLE N0. DELTA RADIUS LENGTH Cl 03928'30" 1740.00' 105.53' C2 00934'01" 1740.00' 17.22' C3 05917'05+' 1147.00' 105.79' C4 10920'02" 156.00' 28.14' C5 10 021'42" 174.00' 31.47' SHEET 1 OF 1 SHEET$ PLANNING b OcmION ■ CONO'. RUCTION wns ALTON PAFKWAY r r r FYW CALFOFKA 92W2027 CONSULTING 90A723505 • FAM 9OA72= • WiVWMFcom DECEMBER 3, 2013 10- 104755 10- 107351 N:\ PDATA \1010733t \CADD\UAPPING \EMFTS \7357 _E7LTARCJVREA_M.DWG CATHY.SCNMERSAL 12,/3/19 &4a 78' L L12 L11 wI Go tQ a 1 1n! a yA1?. P PORTION z BLOCK °° U LINE TABLE N0. BEARING LENGTH L1 S 49 022'21" E 130.03' L2 S 38 056'49" E 261.21' L3 S 50 °49'29" E 102.48' L4 N 40 °39'15" E 60.02' L5 N 50 °49'29" W 104.03' L6 N 03 °17'34" W 23.65' L7 N 45 °51'15" W 56.00' L8 IN 88 124'55" W 23.65' L9 N 38'30'24" W 102.59' L10 N 28 010'22" W 31.23' L11 N 49 °22'21" W 32.03' L12 N 04 °24'53" W 29.68' L13 N 40 °37'39" E 47.72' L14 S 49'22'2111 E 12.00' L15 N 40'37'39" E 180.00' L16 N 49 °22'21" 1W 12.0p0p' W L17 S 40939'07" 20.88' (ZIP O� BLOCK 10 w......... 9 r { N \ cn lti N46 912' 31 "E (RAD) PCC N45 0 ,E ' SU$n1115JON L17 IRVINES w {RAD ) r M.R.M. I I M� I la3 +' N PARCEL L — — _.._ — .J cN l –E– I.1 I° O.R. 1 INSTRUMENT NO. 2004000369376, I S39 51 45 W 305.52 6 : " I _S42039'01 "W Z w I (RAD) – rn `O � w l o 00 60' I LO L4 S40 °39'15 "W EXHIBIT AB" T.P -O -R. ITMCC ry PARCEL CONTAININQ 16 288 ACRES +I- 389.69 w in rn ° CURVE TABLE N0. DELTA RADIUS LENGTH Cl 03928'30" 1740.00' 105.53' C2 00934'01" 1740.00' 17.22' C3 05917'05+' 1147.00' 105.79' C4 10920'02" 156.00' 28.14' C5 10 021'42" 174.00' 31.47' SHEET 1 OF 1 SHEET$ PLANNING b OcmION ■ CONO'. RUCTION wns ALTON PAFKWAY r r r FYW CALFOFKA 92W2027 CONSULTING 90A723505 • FAM 9OA72= • WiVWMFcom DECEMBER 3, 2013 10- 104755 10- 107351 N:\ PDATA \1010733t \CADD\UAPPING \EMFTS \7357 _E7LTARCJVREA_M.DWG CATHY.SCNMERSAL 12,/3/19 &4a (ZIP O� BLOCK 10 w......... 9 r { N \ cn lti N46 912' 31 "E (RAD) PCC N45 0 ,E ' SU$n1115JON L17 IRVINES w {RAD ) r M.R.M. I I M� I la3 +' N PARCEL L — — _.._ — .J cN l –E– I.1 I° O.R. 1 INSTRUMENT NO. 2004000369376, I S39 51 45 W 305.52 6 : " I _S42039'01 "W Z w I (RAD) – rn `O � w l o 00 60' I LO L4 S40 °39'15 "W EXHIBIT AB" T.P -O -R. ITMCC ry PARCEL CONTAININQ 16 288 ACRES +I- 389.69 w in rn ° CURVE TABLE N0. DELTA RADIUS LENGTH Cl 03928'30" 1740.00' 105.53' C2 00934'01" 1740.00' 17.22' C3 05917'05+' 1147.00' 105.79' C4 10920'02" 156.00' 28.14' C5 10 021'42" 174.00' 31.47' SHEET 1 OF 1 SHEET$ PLANNING b OcmION ■ CONO'. RUCTION wns ALTON PAFKWAY r r r FYW CALFOFKA 92W2027 CONSULTING 90A723505 • FAM 9OA72= • WiVWMFcom DECEMBER 3, 2013 10- 104755 10- 107351 N:\ PDATA \1010733t \CADD\UAPPING \EMFTS \7357 _E7LTARCJVREA_M.DWG CATHY.SCNMERSAL 12,/3/19 &4a 6 : " I _S42039'01 "W Z w I (RAD) – rn `O � w l o 00 60' I LO L4 S40 °39'15 "W EXHIBIT AB" T.P -O -R. ITMCC ry PARCEL CONTAININQ 16 288 ACRES +I- 389.69 w in rn ° CURVE TABLE N0. DELTA RADIUS LENGTH Cl 03928'30" 1740.00' 105.53' C2 00934'01" 1740.00' 17.22' C3 05917'05+' 1147.00' 105.79' C4 10920'02" 156.00' 28.14' C5 10 021'42" 174.00' 31.47' SHEET 1 OF 1 SHEET$ PLANNING b OcmION ■ CONO'. RUCTION wns ALTON PAFKWAY r r r FYW CALFOFKA 92W2027 CONSULTING 90A723505 • FAM 9OA72= • WiVWMFcom DECEMBER 3, 2013 10- 104755 10- 107351 N:\ PDATA \1010733t \CADD\UAPPING \EMFTS \7357 _E7LTARCJVREA_M.DWG CATHY.SCNMERSAL 12,/3/19 &4a ITMCC ry PARCEL CONTAININQ 16 288 ACRES +I- 389.69 w in rn ° CURVE TABLE N0. DELTA RADIUS LENGTH Cl 03928'30" 1740.00' 105.53' C2 00934'01" 1740.00' 17.22' C3 05917'05+' 1147.00' 105.79' C4 10920'02" 156.00' 28.14' C5 10 021'42" 174.00' 31.47' SHEET 1 OF 1 SHEET$ PLANNING b OcmION ■ CONO'. RUCTION wns ALTON PAFKWAY r r r FYW CALFOFKA 92W2027 CONSULTING 90A723505 • FAM 9OA72= • WiVWMFcom DECEMBER 3, 2013 10- 104755 10- 107351 N:\ PDATA \1010733t \CADD\UAPPING \EMFTS \7357 _E7LTARCJVREA_M.DWG CATHY.SCNMERSAL 12,/3/19 &4a SHEET 1 OF 1 SHEET$ PLANNING b OcmION ■ CONO'. RUCTION wns ALTON PAFKWAY r r r FYW CALFOFKA 92W2027 CONSULTING 90A723505 • FAM 9OA72= • WiVWMFcom DECEMBER 3, 2013 10- 104755 10- 107351 N:\ PDATA \1010733t \CADD\UAPPING \EMFTS \7357 _E7LTARCJVREA_M.DWG CATHY.SCNMERSAL 12,/3/19 &4a City /KR Draft 12 -09 -13 FORM OF SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, made effective this _ day of , 20L1, from the CITY OF TUSTIN, CALIFORNIA (the "Grantor "), to the UNITED STATES OF AMERICA, acting by and through the Secretary of the Army, represented by the U.S. Army Corps of Engineers, Sacramento District (the "Grantee "): WITNESS, that the Grantor, for and in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm unto Grantee, its successors and assigns forever, the real property, in the County of Orange, and State of California, as more particularly described in Exhibit A, attached hereto and hereby incorporated by this reference. TOGETHER with all singular hereditaments and appurtenances thereunto belonging, or in anywise appertaining, the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances; TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, unto the Grantee, successors and assigns forever. The Grantor, for itself, its successors and assigns does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above bargained premises in the quiet and peaceable possession of the Grantee, its successors and assigns, against all and every person or persons claiming the whole or any part thereof, by, through or under the Grantor, subject to the matters set forth on Exhibit B attached hereto and incorporated by this reference. [END OF DOCUMENT TEXT] 4852 - 2886- 6070.1 IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed as of the date first above - written. STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE } by GRANTOR: The foregoing instrument was acknowledged before me on , 20_, of the City of Tustin, on behalf of the City of Tustin. Notary Public My Commission Expires: 4852 -2886- 6070.1 EXHIBIT A LEGAL DESCRIPTION 4852- 2886- 6070.1 EXHIBIT B EXCEPTIONS 4852- 2886 - 6070.1 Exhibit D Form of Government's Quitclaim Deed (Government Property) This deed was prepared/reviewed by Attorney U.S. Army Corps of Engineers Sacramento District 1325 J Street Sacramento, CA 95814 QUITCLAIM DEED 2345 BARRANCA PARKWAY CITY OF TUSTIN, ORANGE COUNTY, STATE OF CALIFORNIA This QUITCLAIM DEED, between the UNITED STATES OF AMERICA (hereinafter the "GRANTOR), acting by and through the Deputy Assistant Secretary of the Army (Installations & Housing), pursuant to a delegation of authority from the SECRETARY OF THE ARMY (hereinafter the "ARMY "), under the authority contained in United States Code, Title 10, Section 18240, as amended, and City of Tustin (hereinafter the "GRANTEE "), and in furtherance of the Exchange Agreement the _ day of , 201_ ( "Exchange Agreement") between the GRANTOR and City of Tustin ( "Exchange Partner ") WITNESSETH THAT: WHEREAS, the GRANTOR and EXCHANGE PARTNER have entered into an Exchange Agreement which specifies the terms and conditions for conveyance and acceptance of 16.7 Boss acres of land, known as the Tustin Army Reserve Center, located at 2345 Barranca Parkway in the City of Tustin ("Tustin ARC "), located in Orange County, California NOW THEREFORE, the GRANTOR, for and in good and valuable consideration as specified in the Exchange &,Teement, the receipt of all of which is hereby acknowledged, does hereby REMISE, RELEASE, AND FOREVER QUITCLAIM unto the GRANTEF, its successors and assigns, all its right, title, and interest in the property situated, lying and being in the County of Orange, in the State of California, known as 2345 Barranca Parkway containing approximately 16.7 gross acres as shown on Exhibit A, attached hereto and made a part hereof (hereinafter referred to as the "Property "). SUBJECT TO all valid and existing restrictions, reservations, covenants, conditions, and easements, including but not limited to rights -of -way for railroads, highways, pipelines, and public utilities, if any, whether of public record or not. TO HAVE AND TO HOLD the property granted herein to the GRANTEE and its successors and assigns, together with all and s'ngular the appurtenances thereunto belonging or in anywise appertaining, and all the estate, right, title, interest, or claim whatsoever of the GRANTOR, either in law or in equity and subject to the terms, reservations, restrictions, covenants, and conditions set forth in this Deed. As of November 1, 2007 AND IT IS FURTHER AGREED AND UNDERSTOOD by and between the parties hereto that the GRANTEE, by its acceptance of this Deed, agrees that, as part of the consideration for this Deed, the GRANTEE covenants and agrees for itself, its successors and assigns, forever, that this Deed is made and accepted upon each of the following covenants, which covenants shall be binding upon and enforceable against the GRANTEE, its successors and assigns, in perpetuity by the United States and other interested parties as allowed by federal, state or local law; that the NOTICES, USE RESTRICTIONS, AND RESTRICTIVE COVENANTS set forth here are a binding servitude on the Property herein conveyed and shall be deemed to run with the land in perpetuity; and that the failure to include the NOTICES, USE RESTRICTIONS, AND RESTRICTIVE COVENANTS in subsequent conveyances does not abrogate the status of these restrictions as binding upon the parties, their successors and assigns: 1. CERCLA NOTICE The " CERCLA Notice "provision provided in lire FOST CERCLA101her Deed Provisions Enclosure will be incorporated into this section of the deed upon completion of the FOST. 2. CERCLA COVENANT The " CERCLA Covenant "provision set forth in the FOST CERCLA10ther Deed Provisions Enclosure will be incorporated into this section of the deed upon completion of the FOST. 3. RIGHT OF ACCESS The "Right of Access "provision set forth in the FOST CERCLA10ther Deed Provisions Enclosure will be incorporated into this section of the deed upon completion of the FOST. 4. "AS IS" Tire "As Is "provision set forth in the FOST CERCLA10ther Deed Provisions Enclosure will be incorporated into this section of the deed upon completion of the FOST. S. HOLD HARMLESS If required by the FOST CERCLA10ther Deed Provisions Enclosure, a "Hold Harmless "provision will be incorporated into this section of the deed upon completion of the FOST. 6. POST - TRANSFER DISCOVERY OF CONTAMINATION If required by the FOST CERCLA10ther Deed Provisions Enclosure, a "Post- Transfer Discovery of Contamination "provision will be incorporated into this section of the deed upon completionof the FOST. 7. ENVIRONMENTAL PROTECTION PROVISIONS. The "Environmental Protection Provisions "set forth in the FOST CERCLA101lrer Deed Provisions Enclosure will be incorporated into this section of the deed upon completion of the FOST. The FOST Environmental Protection Provisions will be attached as an exhibit to the deed upon completion of the FOST. S. NOTICE OF WETLANDS 2 As of November 1, 2007 If required, a "Notice of Wetlands "provision will be incorporated into this section of the deed upon completion of the FOST. 9. NOTICE OF HISTORIC PROPERTY AND PRESERVATION COVENANT If required, a "Notice of Historic Property and Preservation Covenant "provision will be incorporated into this section of the deed upon completion of the FOST 10. NOTICE OF ARCHEOLOGICAL PROPERTY AND PRESERVATION COVENANT If required by the FOST, a "Notice of Archeological Property and Preservation Covenant "provision will be incorporated into this section of the deed upon completion of the FOST. 11. ENDANGERED SPECIES ACT If required by the "Endangered Species Act'; and as coordinated with the U.S. Fish and Wildlife Service, applicable language will be incorporated into this section of the deed. 12. ANTI- DEFICIENCY ACT The GRANTOR's obligation to pay or reimburse any money under this Deed is subject to the availability of funds appropriated for this purpose to the Department of the Army, and nothing in this Deed shall be interpreted to require obligations or payments by the GRANTOR in violation of the Anti - Deficiency Act, 31 U.S.C. §1341. 13. NO WAIVER The failure of the Government to insist in any one or more instances upon complete performance of any of the said notices, covenants, conditions, restrictions, or reservations shall not be construed as a waiver or a relinquishment of the future performance of any such covenants, conditions, restrictions, or reservations; but the obligations of the GRANTEE, its successors and assigns, with respect to such future performance shall continue in full force and effect. As of November 1, 2007 IN WITNESS WHEREOF, the GRANTOR has caused this Deed to be executed in its name by the Deputy Assistant Secretary of the Army for Installations and Housini (I &H)), this the day of —201—. UNITED STATES OF AMERICA Deputy Assistant Secretary of the Army (Installations and Housing) OASA(I &E) ACKNOWLEDGEMENT COMMONWEALTH OF VIRGINIA ) SS: COUNTY OF ARLINGTON ) I, the undersigned, a Notary Public in and for the Commonwealth of Virginia, County of Arlington, do certify that, on the day shown above, personally appeared betore me in the Commonwealth of Virginia, County of Arlington, , Deputy Assistant Secretary of the Army (I &H), personally known to me or proven through satisfactory evidence of identity to be the person whose name Is subscribed to the forgoing document, who acknowledged that the signature on the document was voluntarily affixed by him for the purposes therein, on this date, and acknowledged the same for and on behalf of the UNITED STATES OF AMERICA. Notary Public Notary Registration No. My Commission Expires: (IMPRESS YOUR OFFICIAL NOTARY PUBLIC SEAL OF OFFICE ON THIS CERTIFICATE OF ACKNOWLEDGMENT) 4 As of November 1, 2007 ACCEPTANCE BY GRANTEE Name of Grantee], GRANTEE, hereby accepts this Quitclaim Deed for itself, its successors and assigns, subject to all of the conditions, reservations, restrictions and terms contained therein, this day of 200 -- [Name of Grantee] [A Public Corporation, other type of body, or individual — as appropriate] By: _ Title: STATE OF ) SS: COUNTY OF ) I, the undersigned, a Notary Public in and for the State of CalFornia, County of Orange, do hereby certify that this day personally appeared before me _ whose name is signed to the foregoing instrument and who acknowledged the same to be his free act and deed on the date shown, and acknowledged the same for and on behalf of the [Name of Grantee]. Notary Public My Commission Expires: EXHIBITS A — Legal Description B - Environmental Protection Provisions As of November 1, 2007 CORPORATE ATTORNEY'S CERTIFICATE I, , acting as attorney for [Name of Grantee] , herein referred to as the "GRANTEE," do hereby certify: that I have examined the foregoing Quitclaim Deed and the proceedings taken by the GRANTEE relating thereto, and find that the acceptance thereof by the GRANTEE has been duly authorized and that the execution thereof is in all respects due and proper and in accordance with the laws of the State of , and further that, in my opinion, the Quitclaim Deed constitutes a legal and binding compliance obligation of the GRANTEE in accordance with the terms thereof. Dated at this day of 5200 _ M Title CORPORATE CERTIFICATE I (Name) certify that I am the (Secretary) of , Inc., that who signed the foregoing instrument on behalf of the corporation was then of the corporation. I further certify that the said officer was acting within the scope of powers delegated to this officer by the governing. body of the corporation in executing said instrument. Date CERTIFICATE OF AUTHORITY Corporate Secretary or Appropnate O icer (AFFIX CORPORATE SEAL) I (Name) certify that I am the Clerk of and that , who signed the foregoing rnsi rumens on behalf of the Grantee, was then of . I further certify that the said officer was acting within the scope of powers delegated to this officer by the governing body of the Grantee in executing said instrument. Date Clerk or Appropriate Official As of November 1, 2007 EXHIBIT A LEGAL DESCRIPTION As of November 1, 2007 EXHIBIT B ENVIRONMENTAL PROTECTION PROVISIONS The FOST EPPs will be inserted pursuant to lire FOST upon= completion of the FOST. As of November 1, 2007 7� -w � City of Tustin 7/25/2013 LETTER AGREEMENT BETWEEN THE UNITED STATES ARMY AND CITY OF TUSTIN, CALIFORNIA This Letter Agreement (LA) is made as of the 0 day of July, 2013, by and between the United States of America, acting by and through the Secretary of the Army, represented by the U.S. Army Corps of Engineers, Sacramento District, (hereinafter also referred to as the Government), and the City of Tustin (hereinafter also referred to as the City). The Government and the City are also collectively referred to as the "Parties." WITNESSETH: WHEREAS Title 10, United States Code, section 18240, allows the Secretary of Defense to authorize the Secretary of the Army to acquire a facility, or addition to an existing facility, needed to satisfy military requirements by exchange of an existing facility with certain lands in Tustin, California; WHEREAS the Defense Authorization Act of 1998, Section 2813(a), codified at 10 United States Code, Sections 2695(a) and (b)(1), authorizes the Secretary of a military department to accept funds provided by a non - federal person or entity to cover administrative expenses incurred by the Secretary in preparation of an exchange of real property; and WHEREAS certain activities described in Attachment A, attached hereto and incorporated herein, are necessary to further facilitate the exchange of Government real property interests known as the Tustin Army Reserve Center (16.7 gross acres, 14.5 net acres, designated as APN 434 - 021 -22) located at 2345 Barranca Parkway, Tustin, California (see Attachment B, incorporated herein), for City real property of approximately 15.0 net acres located at Red Hill Road and Warner Ave. in Tustin, CA (see Attachment C, incorporated herein). NOW THEREFORE: 1. PURPOSE AND INTENT a. The Parties acknowledge that this LA is in furtherance of good faith negotiations undertaken to draft a binding agreement to exchange the Government's fee interest in the property shown on Attachment B for the City's fee interest in that certain 15 acre tract of land shown on Attachment C (hereafter, "the Exchange") in accordance LETTER AGREEMENT BETWEEN THE UNITED STATES ARMY AND CITY OF TUSTIN, CALIFORNIA with that certain Summary of Exchange Terms and Conditions for Army Reserve Center located at the former MCAS Tustin by and between the United States of America, acting by and through the Army Corps of Engineers and the City of Tustin (see attachment D, incorporated herein). b. This LA is specifically and solely intended to address all activities, inclusive of those activities listed in Attachment A, necessary to complete the contemplated Exchange at no cost or expense to the Government. This LA imposes no obligation on either Party beyond the terms and conditions set forth herein, and either Party, at its sole discretion, may elect not to proceed with the contemplated Exchange, with no obligation or liability beyond the terms and conditions of this LA. C. The Parties intend this LA to constitute a legally binding contract, notwithstanding the fact that Parties have not yet entered into a contract for the Exchange. The Government and the City acknowledge that neither Party has made a decision concerning the contemplated Exchange and that the Parties shall be obligated to proceed with the Exchange only in the event they execute a formal agreement for the Exchange, (hereinafter the "Exchange Agreement "). 2. OBLIGATIONS OF THE PARTIES a. In consideration of the services to be provided and actions to be undertaken by the Government in preparation of an Exchange Agreement and completion of the Exchange itself, including the items listed on Attachment A, the City shall pay Eighty Seven Thousand U.S Dollars ($87,000) to the Government not later than fifteen days following the date of execution of this LA by both parties, as the estimated cost of these services. If the Government subsequently determines that its reasonable costs incurred in the performance of the services necessary to complete an Exchange have exceeded or will exceed $87,000, then the Government shall promptly notify the City of the additional fiords required to complete the Exchange, including the items listed in Attachment A. The City shall pay to the Government the additional funds within fifteen (15) days of said notice. If the Government does not timely receive additional funds to cover its additional costs, the Government may be forced to suspend or terminate work under this LA. The City hereby acknowledges that failure to provide the Government with any additional funds necessary to complete the preparation of an Exchange Agreement may leave the parties without an Agreement by which to effect the exchange of their respective properties. b. On a monthly basis, if requested, the Government shall provide to the City an accounting of the actual costs of work performed under this LA. Within thirty (30) days of completing all work contemplated herein, the Government shall conduct an accounting to determine the actual costs of the work performed. Within thirty (30) days after submission of this accounting the Government shall return to the City any funds advanced in excess of the actual costs incurred by the Government. Established 4842- 9 %14M.3 LETTER AGREEMENT BETWEEN THE UNITED STATES ARMY AND CITY OF TUSTIN, CALIFORNIA Government accounting procedures shall be used. All funds advanced by the City under this LA, shall be non - refundable except any sums hereby determined to be in excess of the Government's costs. C. The Government shall commence and complete all services and activities required in preparation of the Exchange, including the services listed on Attachment A, with due diligence. d. Funds shall be made payable to: Finance and Accounting Officer, USAED and forwarded to USACE, Sacramento District Corps of Engineers, Attn: Mr. Stan Wallin, CESPK -RE, 1325 J Street, Sacramento, CA 95814, with a copy of this LA attached. 3. MODIFICATION OR TERMINATION OF AGREEMENT a. The City or the Government shall have the option to terminate this LA by giving written notice to the other party, specifying the effective date of the termination of work, at least ten (10) days before such effective date. Notwithstanding the foregoing, the City shall be required to pay for all services performed by the Government in connection with this LA up to and inclusive of the effective date of any termination of the work. Within thirty (30) days following the effective date of the termination of work, the Government shall provide to the City a final accounting of the actual costs of work performed by the Government, and shall promptly return to the City any funds advanced in excess of actual costs, as provided in Article 2(a). b. This LA contains the entire agreement between the Parties regarding City funding of the Government activities required to prepare an Exchange Agreement and effect an Exchange, including the items listed on Attachment A. Any revision of this LA shall be in writing and signed by the Parties hereto. This LA shall not merge into any subsequent agreement between the Parties, including the Exchange Agreement, or any documents related thereto. C. This LA shall become effective as of the date executed by both Parties, and shall remain in effect until the Exchange is completed, the final accounting pursuant to Article 2(a) is provided to the City, and any surplus funds held by the Government are returned, or, in the event of a Party's receipt of written notice of early termination from the other Party, following the final accounting of funds contemplated under Articles 2(a) and 3(a), above, and the return of any surplus funds. 4. LIMITATION OF LIABILITY The Parties expressly acknowledge and agree that the services and activities to be performed under this LA must be performed and completed at no cost or expense to the Government. Notwithstanding the foregoing, the Parties further acknowledge and agree that the Government's obligation, if any, to advance any money under this LA is subject 4842 - 496144.3 LETTER AGREEMENT BETWEEN THE UNITED STATES ARMY AND CITY OF TUSTIN, CALIFORNIA to the availability of appropriated funds to the Department of Army, and nothing in this LA shall be interpreted to require obligations or payments by the United States in violation of the Anti- Deficiency Act; provided that the Government shall comply with all applicable statutory requirements and its obligations under the terms of this LA. The Parties expressly acknowledge and agree that notwithstanding anything to the contrary in this LA, the City's obligation to pay for administrative services to be performed by the Govenuent in connection with this proposed property Exchange shall not exceed the fixed sum of One Hundred Seventy Thousand U.S. Dollars ($170,000) without the express written agreement of the City. 5. DISPUTES a. This LA is subject to the Contract Disputes Act of 1978 ( "Act "). Except as provided in the Act, all disputes arising under or relating to this contract shall be resolved under this clause. b. "Claim," as used in this clause, means a written demand or written assertion by one of the contracting parties seeking, as a matter of right, the payment of money in a sum certain, the adjustment or interpretation of contract terms, or other relief arising under or relating to this contract. C. A claim arising under a contract, unlike a claim relating to that contract, is a claim that can be resolved under a contract clause that provides for the relief sought by the claimant. However, a written demand or written assertion by the City seeking the payment of money exceeding $100,000 is not a claim under the Act until certified as required by the following paragraph. A voucher, invoice or other routine request for payment that is not in dispute when submitted is not a claim under the Act. The submission may be converted to a claim under the Act by complying with the submission and certification requirements of this Article. d. A claim by the City shall be made in writing and submitted to the Contracting Officer with jurisdiction over this contract, requesting a written decision. A claim by the Government against the City shall also be subject to a written decision by the Contracting Officer. For City claims exceeding $100,000, the City shall submit with the claim a certification that the claim is made in good faith, supporting data are accurate and complete to the best of the City's knowledge and belief, and the amount requested accurately reflects the total sum which the City believes the Government is liable. e. For City claims of $100,000 or less, the Contracting Officer must, if requested in writing by the City, render a decision within 60 days of the request. For City certified claims over $100,000, the Contracting Officer must, within 60 days, decide the claim or notify the City of the date by which a decision will be made. 4842- '9961. 8069.3 LETTER AGREEMENT BETWEEN THE UNITED STATES ARMY AND CITY OF TUSTIN, CALIFORNIA f. The Contracting Officer's decision shall be final unless the City appeals or files a suit, as provided in the Act. g. In the event the Contracting Officer, a Board or Court determines the Government to be liable for any claim or partial claim brought by the City, the Government shall pay interest on the amount found due and unpaid from (1) the date the Contracting Office receives the claim (properly certified if required), or (2) the date payment otherwise would be due, if that date is later, until the date of payment. Simple interest on claims shall be paid at the rate fixed by the Secretary of the Treasury, as provided in the Act, which is applicable to the period during which the Contracting Officer receives the claim and then at the rate applicable far each six (6) month period as fixed by the Treasury Secretary during the pendency of the claim. 6. NOTICES Notices pursuant to this LA will be sent by the Parties to each other by U.S. Mail or by rapid courier (such as Federal Express), addressed to the following addresses, or such other addresses as the parties may from time to time designate to each other in writing: U.S. ARMY CORPS OF ENGINEERS ATTN: CESPK RE, STAN WALLIN 1325 J STREET (SUITE 802) SACRAMENTO, CA 95814 7. ATTACHMENTS CITY OF TUSTIN ATTN: CITY MANAGER 300 CENTENNIAL WAY TUSTIN, CA 92780 The following attachments are incorporated herein and made a part of this Letter Agreement: Attachment A: Cost Schedule Estimate, Task List Attachment B: Description of Tustin Army Reserve Center Attachment C: Description of City Real Property Attachment D: Summary of Exchange Terns and Conditions for Army Reserve Center located at the former MCAS Tustin by and between the United States of America, acting by and through the Army Corps of Engineers and the City of Tustin. (Signature Page Follows] Ciu�':!i *, LETTER AGREEMENT BETWEEN THE UNITED STATES ARMY AND CITY OF TUSTIN, CALIFORNIA The Parties hereto, acting by and through their duly authorized representatives, have executed this Letter Agreement as of the day and year the Government's authorized representative affixes her signature. THE UNITED STATES OF AMERICA BY: NAME: SHARON CAINE TITLE: Chief, Real Estate Division USACE, Sacramento District DATE: 4142-"61-40" 3 CITY OF TUSTIN A e��Oa- C. PARKER City Manager LETTER AGREEMENT BETWEEN THE UNITED STATES ARMY AND CITY OF TUSTIN, CALIFORNIA ATTACHMENT "A" COST SCHEDULE ESTIMATE TASK LIST Items necessary to complete the contemplated Exchange: Letter Agreement (LA) $3,500 Exchange Agreement $15,000 Title 10 $3,500 Site Survey of AR Site $15,000 FOST for AR Site $15,500 Preliminary Title Review $3,000 Quit Claim Deed $3,500 Closing Costs $10,000 Attorney Review $5,000 Due Diligence $5,000 Audit $5 TOTAL $87,000 Prepared in accordance with Department of Defense Financial Management Regulation, Chapter 1, Volume 11A. Note: This list and the line item costs set forth above constitute an estimate. Actual costs may be more or less. This estimate includes all known tasks necessary to perform and complete the Exchange process. While this estimate is an attempt to identify the activities necessary to accomplish the contemplated Exchange, additional Government activities may also be necessary to complete all required steps. 4842 -9961 -8068 3 LETTER AGREEMENT BETWEEN THE UNITED STATES ARMY AND CITY OF TUSTIN, CALIFORNIA ATTACHMENT "KB" Description of Tustin Army Reserve Center 4842- 9961 - 8069.1 am I OF I iAM "»I RECORD OF SURVEY 'p°A" O. 99-1041 IN TN[ CITY OF TUITIN COUNTY CT MI N N STATE 01 CALIFORIIIA III"a A OURVLY a► A 011MION OT PLOCN 47. IOYIN['0 IYOOIYIf1ON, M,11_M, 1/00 MATS IRO 111091►19% JEFFERY t. IIA71 t1 I3/4 OAT[ or 1YRYi1 IlA/ 0. I1t11 1tN Ay v Mli illlllt tl A Rte"" r10N Ate W OOpw 0 9 �, M a rk � n rem Ttt[ 1[ItINNL111 � Rpa 3mwl. IF .711-1 us —t:itms--nz s 2&- � L M NJS� /NL \ roue vu /i' 1i 71M' c /L N-iM6 PILL i3T OiMI t11S FdWCH RM m My of T�1m . . . . . t W~ [703.10' 1 tr7tTM'Mt71s,p•tyM•�, 11d.1Y' pq ® I allr A tGM UT P � ci m �t�,�� FIRM I. .R rarsl�'v J: '° 1. N = $ I I 0� SAM it +1" v Atr ��0�' 1, l00 wmm IN. wsi. �s RO PROPOSED PARCEL 1 .. ,• •� I N I pj 1M ARE IIIM v iMWIpA Iw 4r�llr "N ar A�l ■ v �it�'t+ a 7+ Nletrot ■ 1 Wl' 0/ M�rpNllN{NAT To oar OW OR ELM. MOWN PAL Neff 1 i — err v tttrltc i1+' IF TApnr— � AAX.—txl a 1 g �' � ■ alosw � ttaMr 60 2*01t ow iffilm", . owl OW-17 Dovcription7 OrmWo,CA Record of Buxvey - eook.Page 175.46 Paper 1 of I U5 LETTER AGREEMENT BETWEEN THE UNITED STATES ARMY AND CITY OF TUSTIN, CALIFORNIA ATTACHMENT "C" Description of City Real Property 4842- 9%14068 3 am B k F mwmemrm= 'Ibstla, CA Portion of MW: 430 -x-16 and 430-283 -111 May 15, 2013 BKF No. 20122006 -13 Page I of 2 Real property situated in the City of Tus6n, county of Orange, State of California, described as fbHows: BEING a portion of PARCEL. I E-2 as said parcel is descn1W i;k that certain document entitled "QUIT CLAIM DEED E AND ENVIRONMENTAL RESTRICTION PURSUANT TO CIM MDE SECTION 147 L" file for record on May 14, 2002 is Document No. 20020404595, ' AND ALSO being a portion of PARCEL I- E-1.1i as said parcel is described in that certain document entitled "QU1T CLAIM DEED AND ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471" filed for record on April 29. 2004 in Docim cnt No. 2004000369376, Records of ()mW County . more particularly dm=W at Mows; BEG1r1NIN0 at the nor*kerly terminus of the westerly line of said PARCEL I - &2, as said line is described as North 03 1157137" West, 29.63 feet; Thence along the nmrthwmarly line of said PARCEL I -E-2, the following five (5) courses: 1. North 4003739" East, 50.00 feet 2. South 49°2271" East, 12.00 3. North 40°37'39" East, 180.00 fee4 4. North 49°22'21" Wes4 12.00 fats; S. North 40°3739" East, 343.98 feet; Thence leaviag last said line, South 49°20'45" East, 718.34 flee% Thence South 40°39'07" W4s4 20.88 feet; nezk. —South 4902045° East, 213.37 fbet to the southeasterly line of said PARCEL I- lil.l; Thence along said southeast edy line the following three (3) courses: 1. South 39°51'45" West, 30552 feet; 2. South 50008'15" East, 173.88 feet; 3. South 40039,15" West, 339.25 feet to the southwesterly line of said PARCEL 1- E-1.1; Thence leaving last sW line and along said southwesterly line of PARCEL 1 -E-1.1 and continuing along the southwesterly line ofsaid PARCEL 1 -E-2 the fallowing thirteen (13) courses: Page 1 of 2 1. North 48. 32'52- West, 200.55 feet to the beginning of a tangent cuuve oemcave to the northeast, having a radiim of 2,28506 feet: 2. AIM said curve,.tbrougb a central angle of 00"4309°, for an arc kogth of 28.68 iee4 3. North 40°5028- East, 21.07 feet; 4. North 49"09"32" Wes, 15.93 feet 5. South 40°5078- West, 20.64 fed to the beghufmS. of a non- tsngeat curve commvn to the northeast, having a radius of 2,285.06 feet, to wbich point a radial line bears South 42 "34' 15" West; 6. NWGwesterly idong said curve, through a central angle of 04°29'36 ", for an arc length of 179.20 7. North 42°56'09" West; 393.18 feet to the beSbudag of a tangent carrve concave to the southwesk having a radius of 2,415.06 feet; 8. Along said come, through a eentW angle of 01 °48'540► for an are length of 76.50 feet to the beginning of a rrmw curve haing a radius of 59.00 fox; 9. Along said revesjse curve through a central angle of 06°23'1 g ", for an arc length of 6.58 feet; . 10. North 36°21'45- Weal, 88.05 feet to the beginning of a tangent curve eamcave to the southwest, having a radius b(59.00 feet; 11. Along said o mv% through a central angle of 10*11'OT", for an arc length of 10,49 feet; 12. North 484'3252" West, 94.67 feet; 13. Nom 03057'3T West, 29.63 feat to the POINT OF BEQINMG- Cc ntaining an area of 653,400 square feet, 15.000 acres more or less. Being a portion of Assessor's Parcel Numbers 430 - 283 -16 and 430 - 283 -18 As shown on Edit t "B" attached haeto and made a part hereof. For. BKF 13ineers BY Davis Thrash, P.L.S. No. 6869 License e:pirm. 09-30 -2014 Date.. LASwMUMMM AT& L od3wep PbMDWOWAM MID HMRAMM UMAt$1AM A.Aw Page 2 of 2 f� S 421,03' W DAWS 1HitE91 Ha 8688 m 3 z P.03 Rm DML A N 40 3739' E 4$32'52 W 94.67' C3 N 3821'45' W 88.05' AREA A 883,400 sq. f4 15.000 acres* .PARCEL I--E 2 DOC, NO. 20020404395 APN. 430- 283-18 LEGEND APN ASSESSOR PARCEL NUMBER P.O.B. POINT OF BEGINMNO PARCEL 1 —E -1.1 DOG NO. 2004000369376 R- 2285.08' M4W3S" L=170.20* R- 2285.06' A•0'43'09' L-2B.68' z to En Ln a R 4 rh RV: U AW KAs� "UVm"= PLAT TO ACCOMPANY LEGAL ta 600 SOUTH MAN STREET Subject EXHIBIT B SUITE 920 ARF—A A BkF ORANGE. CA 92MB ,lob No. 714- 413 -05W By RL . _ Date Chkd.W M1 �1r1�� 714 -415 -0599 (FAX) SHEET _ I OF I..._ LETTER AGREEMENT BETWEEN THE UNITED STATES ARMY AND CITY OF TUSTIN, CALIFORNIA ATTACHMENT "D" Summary of Exchange Terms and Conditions for Army Reserve Center located at the former MCAS Tustin by and between the United States of America, acting by and through the Army Corps of Engineers and the City of Tustin 4842-9461- 806$.3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 Army: City: City of Tustin 7 -19-13 Summary of Exchange Terms and Conditions For Army Reserve Center located at the former Marine Corps Air Station Tustin By and Between The United States of America, Acting By and Through the Army Corps of Engineers and The City of Tustin United States of America, acting by and through the Department of the Army, Army Corps of Engineers ("Army'j. The City of Tustin, California, a municipal corporation organized under the laws of the State of California ( "City"). Purpose: The Army and the City desire to exchange certain parcels of real property of equal value in accordance with 10 USC 18240 with the terms and conditions set forth herein. Reserve Center Description: City Owned Parcel Description: Legal Authority: Approximately 16.7 gross acres (14.5 net usable) of land and improvements in the City of Tustin, as more particularly described in Exhibi ( "Reserve Center Parcel"). Approximately 15 gross acres (l 5 net usable) of land and improvements in the City of Tustin, as more particularly described in Exhibit B ("City Parcel"). Land acreage to be confirmed via land survey, which will be an exhibit to the Exchange Agreement. Section 18240 of title 10, United States Code ( "Section 18240'). Equal Exchange: In consideration for the Army conveyance of the Reserve Center Parcel to the City, the City shall convey the City Parcel to the Army. The City and the Army believe the Reserve Center Parcel and the City Parcel are of equivalent value and such valuations shall be supported by appraisals satisfactory to the Parties. 4815.217541312 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 Summary of Exchange Terms and Conditions Army Reserve Center at MCAS Tustin Page 2. Condition of Property: The City and the Army shall each have an opportunity to inspect and investigate the condition of the various properties prior to the execution of any binding Exchange Agreement. Accordingly, the Reserve Center Parcel and the City Parcel shall each be transferred in an "as -is" "where - is" condition, remediated to industrial standards, without regard to the underlying condition of the property or its suitability for its intended purpose. Nevertheless, nothing in this Summary of Exchange Terms and Conditions shall waive or otherwise modify the obligations of the parties under CERCLA or other provisions of law. Administrative Costs: The City agrees to compensate the Army for the Army's reasonable agreed upon administrative costs pursuant to section 2695 of title 10, United States Code, and that certain Letter Agreement Between the United States Army and the aty of Tustin, California dated 'SucY30, 2013, in an amount not to exceed one hundred seventy thousand ($170,000.00) dollars, unless mutually agreed upon. Exchange Agreement: This Summary of Exchange Terns and Conditions shall be non - binding and shall have no force or effect in law or equity. Following appropriate regulatory review and approval by the Army and the City, the Parties will negotiate and execute the following binding agreements with respect to the exchange: 4813- 2175. 11322 1. Exchange Agreement — Following the negotiation of satisfactory terms and conditions, and following appropriate Army and City approvals, the Army and the City will prepare and execute a binding Exchange Agreement setting forth the terms, conditions and schedule for the exchange of the Reserve Property Parcel for the City Parcel. The Exchange Agreement shall include as exhibits, among other things, the Quitclaim Deeds and Lease described below. 2. Quitclaim Deeds — The Army shall convey the Reserve Center Parcel to the City by quitclaim deed satisfactory to the City meeting the technical requirements necessary to be recorded in the State of California that convey the Army's right, title, and interest to the Reserve Center Parcel to the City ("Reserve Center Parcel Quitclaim Deed'). The City shall convey the City Parcel to the Summary of Exchange Terms and Conditions Army Reserve Center at MCAS Tustin Page 3. 1 Army by quitclaim deed satisfactory to the Army meeting the 2 technical requirements necessary to be recorded in the State of 3 California that convey the City's right, title, and interest to the City 4 Parcel to the Army {"City Parcel Quitclaim Deed'j. The 5 Quitclaim Deeds shall include all necessary reservations, 6 easements, covenants, conditions and notices. 7 8 3. Lease of Reserve Center Parcel — Following the conveyance of 9 the Reserve Center Parcel to the City, the City shall lease -back to 10 the Army, at no cost to the Army, that portion of the Reserve 11 Center Parcel required for continued Army Reserve activities while 12 the Army constructs the new Army Reserve facilities on the City 13 Parcel ("Lease "). 14 15 If the Army does not vacate the Reserve Center Parcel and 16 relinquish possession of the Reserve Center Parcel to the City 17 within three (3) years following the earlier of (i) Army award of 18 the construction contract for the new Army Reserve facilities, or 19 (ii) 1 June 2014, the Army shall pay the City the fair market rental 20 value of the Reserve Center Parcel commencing upon the earlier of 21 (i) or (ii) above, for so long as the Army occupies the Reserve 22 Center Parcel. 23 24 Notwithstanding anything else in this section, the Lease shall 25 expire, and the Army shall vacate Reserve Center Parcel, no later 26 than five (5) years following the execution of the Lease. 27 28 The specific terns and conditions of the Lease will be 29 memorialized in the Exchange Agreement to include language, to 30 be defined in the Exchange Agreement, extending the no cost lease 31 time period day for day due to unforeseen events outside the 32 control of the Government, for example, Acts of God or legal 33 challenges to the government's contracting process. In no event 34 will this time period for excusable delays exceed the five year 35 timefraume above in line 26. 36 37 Schedule: The Army and the City shall use their best efforts to conclude their 38 discussions and execute the Exchange Agreement no later than September 39 20, 2013. Within thirty (30) days following the execution of the Exchange 40 Agreement, the actual fee simple exchange of property ( "Closing") shall 41 occur. 48I S- 21754132.4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 Summary of Exchange Terms and Conditions Army Reserve Center at MCAS Tustin Page 4. The Army shall transfer to the City at such Closing: 1. The Reserve Center Parcel , as set forth on Exhibit A by Reserve Center Parcel Quitclaim Deed; 2. All necessary access and other required easements and rights of way-, and 3. The personal property appurtenant to the real property by Personal Property Bill of Sale. The City shall transfer to the Army at such Closing: 1. The City Parcel, as set forth on i jj B by the City Parcel Quitclaim Deed; 2. All necessary access and other required easements and rights of way; 3. The personal property appurtenant to the real property by Personal Property Sill of Sale; and 4. The Lease of the City Parcel to the Army. Additional Provisions: The Exchange Agreement will include all provisions required by law and regulation, including, but not limited to: 1. Formal approval by the Army and the City; 2. Closing language and delivery requirements; 3. Quitclaim Deed conveyance schedule, if multiple closings are necessary, 4. Lease -back of City Parcel to the Army, with schedules and termination date; 5. Time is of the essence; 6. Deed covenants, conditions, notices, reservations, restrictions and easements that run with the land, including those covenants and notices required by the Comprehensive Environmental Response, Compensation and Liability Act ( "CERCLA" ); 7. Detailed description of the Reserve Center Parcel; 8. Detailed description of the City Parcel. Environmental Review: In the event the Army notifies the City that the Army has determined that supplemental environmental review is necessary pursuant to the National 4$13 - 21754132.2 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 Summary of Exchange Terms and Conditions Army Reserve Center at MCAS Tustin Page 5. Environmental Policy Act ("NEPA "} or any other applicable law, or the City notifies the Army that the City has determined supplemental environmental review is necessary pursuant to the California Environmental Quality Act ("CEQA ") or any other applicable law (collectively "Required Review") to support any decision or action contemplated by this Summary of Exchange Terms and Conditions, the Parties shall meet and confer to determine how such Required Review will be accomplished within the anticipated Schedule set forth herein. Exhibit: The following exhibits are attached and made a part of this Summary of Exchange Terms and Conditions: Exhibit A: Exhibit B: APPROVED: CITY OF TUSTIN, CALIFORNIA [Ci ager] Date: 1i WITNESS: By. 4815 -21 PW I ]21 Reserve Center Parcel City Parcel APPROVED: UNITED STATES OF AMERICA, BY U.S. ARMY CORPS OF ENGINEERS Real Estate Contracting Officer Date: WITNESS: EXHIBIT A "RESERVE CENTER PARCEL" or I . °"n swW �1IN91 RECORD OF SURVEY u amnia "W'yKit NO. 9 9 - 10 41 ��'� IK 7KE CITY of """" 9wm99Kr f MMaitiAtt rs as C9E�KOi Ar7t11RYEYgd /tAA ►pRTIOMAOr�s OC1I^ 47. 4KYIKg.I Slow. U.S." 1 /.0 6A WIM&M MAT1 &110 &11061419 WFIRT L. KAT9. L9 4 01 -1W1� a�K �us1 047E Of 901Y9T: WAY 1. 1 911 i 1 0 >;Iallroff�6Y�019w� PK 6► i6a0MNS- UK �9paa�>w I wr9 oorl�l�u 196oe �� my y;t 1 %�0q7� 141 fl9 S 1Q< -A IwY7 N Imucm /7' if J07N /�, IYrMf�Qm I o-+il Ke to 9ai1'fif RMD Put CqT Of niS711T M79'11' 9700.70' 1 17.79'M'A.17H,19'L�.97• b 1=1.11' CO. 1 LBO. M � I_ !� ®�497r Y i1KI 1!i rwwls rM64van A. MA M me m 19.m 1. .03'loonl9 AT MMMM 1®�pre 00 r 064M o wn-n 1 PROPOSED PARCEL 1 .. nr19 re,Ww. r W710 1 1K AMULMOM .101.1,a�1 1N91t M; .I III 1 1>rl 0► 9�YWW►IW� I ff t& 9°0�7H "0 p 10 a - I kruL F a ' I ----- an W alrt am W - 7R j rr �il�i>t- >t1-69 + � j w � 1 1/!°113 0 7 1m t - �r alw Iw � rnnnAl��`ov1AT alv a eaul,d u Deocrlytlonr draase.C1 Record of survey - Sook.Page I75.48 Paga7 I of 1 i '5 EXHIBIT B "CITY PARCEL" ounq B k F w P Tusdn, CA Pordon of APN: 430-283 -36 and 430- 283 -10 May 15, 2013 BKF No. 20122006 -13 Page 1 of 2 Real property situated in the City of Tustin. County of Orange, State of California, described as follows: BEING a portion of PARCEL I E-2 as said parcel is described i4 that certain document entitled "QUIT CLAIM DEED E AND ENVWNMEN`iAL RESTRiyCTION PURSUANT TO CIVIL CODE SBCITON 1471" Bic f e record on MW 14,2M in Document No. 20020404595, ' AND ALSO being a pottion of PARCEL I E -1.1, as said paved is described in dial certain document eadded "QUIT CLAIM DEED AND ENVIRONMENTAL RESTAIcnON PURSUANT TO CIVIL CODE SECTION 1471" tiled for record on April 29, 2004 in Document No. 2004000369375. Records of Oran .p County, nnare pnticuhuiy descrbed as failows; BEGINNWG at the norOwly terminus of the weadly line of said PARCEL. I &2, as said line is described as North 03 °57'37" West, 29.63 that; Tbenbe along the northwesterly line of said PARCEL I -E-7, the folkm iag five (5) causes: 1. North 40°3739" East, 50.00 fort; 2. South 49°2271 "East, 12.00 foot; 3. North 40 °37-39" East, 180.00 fed. 4. North 49°2221" West, 1100 feet; 5. North 40°3739" Fast, 343.98 feet; Thence leaving last said rme, South 49°20'45" Fkms 718.34 feet; Thence South 40°39076 Watt 20.88 feet; Thence South 49°20'45" East, 213.37 fod to the southeasterly line of said PARCEL I -E-1.1; Thence along said southeasterly Bone the following threw (3) courses: 1. South 3905145" West, 305.52 Beet;: 2. South 50°08'15° East,173.88 feet; 3. South 40°39' 15" West, 35935 feet to the southwesterly line of said PARCEL 1- E-1.1; Thence leaving last said %a and along said southwa terly line of PARCEL I -E-1.1 and continuing along the southwesterly line of said PARCEL I E.2 the following thirteen (13) courses: Page 1 of 2 1. Nartb 48°32'52" West, 200.55 fact to the begWAiag of a tangent gave concave to the northeast, having a radius of 2,285.06 feet; 2. Ahmg said carve, through a central angle of 00°43'09", for an we length of 28.68 feet 3. North 40°30'28" Bas4,21.07 feet; 4. North 49°09'32' Wast,1393 feet 5. South 4005028" West, 20.64 fed to the beginning of a nca-tamgent curve concave to the umtbeas% having a radian of 2, 285.06 feet, to which point a radial lame bears South 42°34' i 5" West 6. NQ 6westerly gong said curve, through a central angle of 04 12936 ", for an arc Zeno of 179.20 feet; 7. North 42 "56NM West; 393.18 feat to the beginning of a tangent curve concave to the southwest, having a radius of 2,415.06 feet; S. Along Maid curve, through a central angle of 01°48'540, for an are 1wgth of 76.50 feet to the beginning of a reverse curve !raving a radius of 59.00 feet; 9. Along said reve ne curve through a antral angle of 06'23'18", for an arc length of 6.58 feat 10. North 38°2145' West, 88.05 feet to the beginning of a tangent carve concave to the southwest, having a radius of 59.00 feet; 11. Along said curve, through a central angle of 100 11,07 ", for an arc length of 10,49 feet; 12. Nor& 48°3252" West, 94.67 feet; 13. North 0305737' West, 29.63 feet to the POINT OF BECiINMO. Containing an area of 653,400 square be% 15.000 acres mare or lass. Being a portion ofAssessar's Parcel Numbers 430- 283 -16 and 430 -283 -18 As shown on M&M "B" attached hereon and made a part hereof. Far•. BXF Engineers By. Davis Thresh, P.L.S. No. 6868 Ucaeae expirm 09-30 -2014 Dater R1SWt211ne1 UJ AM zmd Swap PkbWWGWAM¢ AM t=ANM LMAUTARU AA- Page 2 of 2 . a S 42'3415' W P.0.8 N 40'3739' E 463.4'52' w 94:67 Rw 711LL AVOW ca 5-+l 38'41'45' w 86.05' AREA A 654400 sq. ft 15.000 PARCEL f-E -2 - DOC. NO. 20020404595 APN: 43D- 283 -18 LE APNI ASSN PARCEL NUMBER P.O.B. POINT OF BEGINNING PARCEL. DOG. NO. 2004000369376 R -2ZMOW Ap4'49 W Le179.20' bi Rm22a&W b-W43'09' z It m S@ r" Q Air PLAT TO ACCOMPANY LEGAL 600 SOUTH MAN STREET Subl@Ct E0 161T !T B SU17E 920 AREA A ORANGE. CA 92068 Job No. 20122008 - 714- 415 -0500 @y Bl� Data ]� Chkd.s__.__ 7f4-415-0599 (FAX) SHEET OF 1 B k F Hl�gitiwrw6r�w� PLAT TO ACCOMPANY LEGAL 600 SOUTH MAN STREET Subl@Ct E0 161T !T B SU17E 920 AREA A ORANGE. CA 92068 Job No. 20122008 - 714- 415 -0500 @y Bl� Data ]� Chkd.s__.__ 7f4-415-0599 (FAX) SHEET OF 1 Exhibit ]F Form of Government Lease of Leaseback Facility Execution Copy Standard Form 2-B U.S. GOVERNMENT February 1965 Edition DATE.NO. Lease for Real Property General Services DACW Administration FPR(41 CFR) 1-16.601 THIS LEASE IS BEING ACQUIRED UNDER THE AUTHORITY OF TITLE 10 UNITED STATES CODE SECTIONS 2661 AND 18240 LESSOR: CITY ofTUSTIN, CALIFORNIA 1. LOCATION OF LEASED PREMISES: 2345 Barranca Parkway, Tustin, California 2. DESCRIPTION OF PREMISES: Leased premises are located on a 16.7 acre parcel in the City of Tustin, California, designated as Assessor’s Parcel Number (APN)434-021-22. The leased premisesinclude an approximately 32,460 square foot brick administrative building and a 9,760 square foot service and maintenance building, together with parking and yard areas covering [the entire parcel] [11.5 net acres of the parcel],all as more particularly described and delineated in Exhibit 1, attached hereto. The leased premises shall be known as the “Leaseback Facility.” : 3.TERM (a) To have and to hold the Leaseback Facility, together with all appurtenances thereto, for an initial term of one (1) year beginning _______, 2014 through _______, 2015 (the “Initial Term”),subject to termination and renewal rights as hereinafter set forth. (b) The commencement date of this Lease shall be the date title to the leased premises transfers from the Government to the City of Tustin pursuant to the Exchange Agreement by and between the Secretary of the Army and the City of Tustin, California, also called the “Closing Date.” (c) The Government shall have four consecutive one year options to extend this Lease(the “Option Year(s)”), under the same terms and conditions provided herein, excepting rent (which may vary during the Option Years, as set forth in Paragraph 5, below). The Government shall provide the Lessor written notice of the Government’s exercise of any option at least 60 days prior to the expiration of the then current term. In no event will this Lease extend beyond sixty (60) months from the commencement date of the initial term,unlessa “Municipal Utilities Delay,” defined below at Paragraph 6(b), postpones completion and occupancy of the Government’s Replacement Facility and forces the Government toremain in the Leaseback Facility beyond the sixty month term of this Lease. In such case the Government shall hold over in the Leaseback Facility on a month-to-month basis, with all other terms and conditions of this lease remaining in forceexcept payment of rent,until the Government can take prompt occupancy of the Replacement Facility. (d) Unless otherwise previously terminated, this Lease shall terminate ninety (90)days after the date the Government acknowledges tothe Lessor in writing that theReplacement Facility at Warner Avenueand Red Hill Avenue, Tustin, California is complete and habitable, or sixtyor more months after the commencement date of thisLease,per terms of Paragraph 3(c), above, whichever occurs first.The Government shall provide Lessor such written notice (hereinafter “Notice of Completion of the Replacement Facility”)promptly. (e)The obligation of the United States to make payments under this lease in any fiscal year is subject to appropriations being provided for that fiscal year. (f)Nothing in this lease shall be interpreted to require obligations or payments by the United States in violation of the Anti-Deficiency Act (31 USC 1341). 4. TERMINATION: The Government may terminate this lease for other than the lack of appropriated funds at any time by giving at least sixty (60) days' written notice to the Lessor. Said notice shall be computed commencing the day after the date of mailing. The City may terminate this lease in the event the Government commits amaterial breach of this lease which the Government fails to curewithin sixty (60) calendar days after receipt by the Government of written notice Execution Copy from the Lessor identifying the nature of the breach. If the Government fails to cure itsmaterial breach of this agreement within sixty days of receipt of written notice from Lessor,the Government shall cease occupancy of the Leaseback Facility sixty (60) days thereafter. 5. RENTAL CONSIDERATION: (a) If a rental payment is due for any month or partial month of Government occupancy of the Leaseback Facility, as provided here, the Government shall pay the then applicable monthly rate in arrears.Payment will be due on the first of the month and will be considered late on the tenth of the following month. If late, the Government shall pay an appropriate amount pursuant to the federalPrompt Payment Act. Any prorated period will be rolled into the next “ month’s payment, if practicable. Rent checks shall be made payable through Electronic Funds Transfer toCity of Tustin” by the Corps of Engineers Finance Center, ATTN: CEFC-AO-P, 5270 Integrity Drive, Millington, TN 38054- 5005. In accordance with the Anti-Deficiency Act, Public Law 97-258 as amended, an officer or employee of the United States may not obligate the Government for payment of money exceeding an amount available in an appropriation of funds for the expenditure. It is the intent of the Government to lease for the period herein stated, however the Government retains the right to terminate this lease based on the lack of appropriated or allocated funds. (b) No rent shall be due the City for the Government’s occupancy of the Leaseback Facility during the initial term or during the first two Option Years, for a total of three years from the Closing Date, or longer if anExcusable Delay occurs, as defined in Paragraph 5(c), below.And inthe event mitigation of inferior soil conditions onthe Replacement Facility parcelrequires significantadditional funding to complete construction, the period of free rent may be extended for up to an additional six months beyond the three year period of free rent defined above,but only upon delivery of awritten statement from the Government showing that the process of obtaining additional funds has materially delayed completion of the Replacement Facility,togetherwith a detailed statement explainingthe actual or anticipated period of funding-related delay. (c) An “Excusable Delay” is defined as (i) aForce Majeure delay, (ii) a Regulatory Delay, (iii) a Construction Delay, (iv) a Municipal Utilities Delay, or (v) an Unforeseen Site Condition delay(exclusive ofsoil conditions, which are known)that adds time to the design, permitting or construction of the Replacement Facility. The period of any Excusable Delay shall be equal to the number of days that the Government is delayed in occupying the Replacement Facility due solelyto the occurrenceof one or more of the fiveidentifiedcategories of delay, defined as follows: (i) As used hereinthe term “Force Majeure Delay” shall mean any significant delay to design or construction of the Replacement Facility arising from acts of God, adverse weather conditions, war, invasion, insurrection, acts of a public enemy, riot, mob violence, civil commotion, fire or other casualty, sabotage, strikes, lockouts, labor disputes, acute general shortages of labor or materials, the contractor’s inability to procure equipment or supplies on the open market, or unforeseeable delays in deliveries of essential supplies and equipment due to transportation disruptions. (ii) As used hereinthe term “Regulatory Delay” shall mean any unforeseeable change in laws, rules, regulations or orders of local, state or federal governmental agencies, as well as unforeseeable governmental actions or inactions beyond the control of the Sacramento District of the Corps of Engineers or the Tustin Armed Forces Reserve Center, including delays in project inspections or the granting of project-related permits, causing a significant delay to design or construction of the Replacement Facility. (iii) As used hereinthe term “Contract Delay” shall mean a contractor’s protest of the Government’s award of the contract for construction of the Replacement Facility, or a contract dispute between the incumbent contractor and the Government, or a default by the incumbent contractor requiring award of a follow-on completion contract to another contractor, causing a significant delay to design or construction of the Replacement Facility. (iv) As used herein the term “Municipal Utilities Delay” shall mean any significant delay, arising from factors beyond the Government’s control, to the City’s completion of necessary municipal utilityfacilitiesat the Replacement Facility, as set forth in Paragraph 6, below, and causing a significant delay in project design or construction (d) Should the anticipated completion date of the Replacement Facility be postponed as a consequence of an Excusable Delay that the Government reasonably expects will prevent it from taking occupancy of the Replacement Facility before the last day of the second Option Year,or up to six months later in the event that additional appropriations must be obtained to cover escalations in project costs (see Paragraph 5(b), above),the then current no-cost lease period shall automatically extend by a period of time equal to the days that the Government is delayed in occupying the Replacement Facility due solely to such Excusable Delay. (e) If the Government exercises itsthird option to extend this Lease, the Government shall pay the City, in arrears, a monthlyrental sum equal to the fair market monthly rent for property and improvements comparable in size, condition and location to the Leaseback Facility, as established by the Parties. Execution Copy (i) If the Parties are unable to agree on a monthly rental sum after good faith negotiations, they shall each hire a competent real estate appraiser with experience in the Tustin commercial market. Each appraiser shall independently prepare an appraisal of the then prevailing fair market monthly rental value of the Leaseback Facility. If the two appraisals show different rental values the appraisers shall work together in good faith to agree upon a compromise value reflecting the fair market monthly rent of the Leaseback Facility. (ii) The Parties hereby agree to accept the appraisers’ mutual determination of the fair market monthly rental value for the Leaseback Facility as the monthly rental rate the Government will pay commencing on the first month of the third option period of this Lease. But in the event the appraisers are unable to reach agreement on the fair market monthly rental value of the Leaseback Facility they shall jointly select a third appraiser competent in the marketplace to act as umpire. The umpire shall consult the appraisals prepared by the original appraisers, and, utilizing his professional judgment, shall impartially determine the fair market monthly rental value of the Leaseback Facility,provided that his determination shall be limited to a rental value within the range of values between the value set ineach of the two original appraisals.The umpire appraiser’s final determination of the fair market monthly rent for the Leaseback Facility shall constitute the rental amount the Government shall pay commencing with the first month of the third option period, and each month thereafter, subject to any suspension of rent occasioned by an Excusable Delay, as provided in Paragraph 5(c), above, and subject also to the annual rental adjustment set forth in Paragraph 5(e)(iii), below,if applicable. (iii) If the Government exercises the fourth option to extend this Lease, the prevailing fair market monthly rent paid duringthe third Option Yearshall be adjusted by the net change in the appropriate Consumer Price Index for the Tustinrental market recorded at the end of thatyear. The result shall be the monthly rental amount payable to the Lessor during the fourth Option Year. 6. SERVICES AND UTILITIES: (a) The Government shall maintain the Leaseback Facility entirely at its cost and shall be responsible for payment of all utility costs arising from its use of the Leaseback Facility. (b) To allow the Government to complete the Replacement Facility in a timely manner the City shall ensure that operablewet utility facilities (water, sewer, and storm drain) and operable dry utility facilities (electricity, gas, communications cables, etc.) in the capacities stipulated below, or greater,are constructed under the planned extension of Warner Avenue east of Red Hill Avenue, with dedicated connection stubs located between the curb and right-of-way line contiguous with the Replacement Facility.Utility facilities shall be completed within 9 months of the Closing Date, withcapacities equal to or greater than the following minimum standards: (i) Fire water: 1,160 GPM @ ~54 psi (ii) Domestic water: 110 GPM (peak) (iii)Reclaimed water: 120 GPM (peak) (iv)Sanitary sewer: 175 GPM (peak) (v)Natural gas: 1,500 cubic feet per hour (peak demand) (vi)Electricity: 1,000kVA service transformer with 480Y/277V secondary (vii) Communications cables: 12 strand single mode fiber cable and 50 pair copper cable from service provider connection point 7.SPECIAL OR OTHER PROVISION(S) AGREED UPON: (a) LESSOR’S RIGHT TO INSPECT: TheGovernment agrees to permit Lessor, or its authorized representatives, access to the Leaseback Facility at all reasonable times during usual business hours for reasonable purposes, including site and building inspections, testing of materials, architectural design and planning, etc., but only upon at least 12 hours written notice of a request for entry provided to the Government by the Lessor or its representative. Inspections by the Lessor and its authorized representatives shall be conducted at the Lessor’s sole risk. (b) FIXTURES AND PERSONAL PROPERTY: Any equipment or personal property permanently installed in or permanently attached to the Leaseback Facility by or at the expense of the Government shall be and remain property of the Government. Lessor agrees that the Government shall have the right to remove any and all of such property prior to the expiration or termination of this Lease, so long as the Government will, at its expense, repair any damage occasioned to the Premises by reason of the removal of any of its specialized equipment, or other permanently affixed personal property as described above, normal wear and tear excepted.Any such property not removed may become City property or may otherwise be disposed of by the City,at its discretion. (c) PARKING: In the event the leased facility comprises less than the entire Assessor’s Parcel Number 434-021-22, parking areas reserved under this Lease for the exclusive use of the Government, its employees, invitees, agents and contractors,willbedelineated in the attached Exhibit ___, “Government Parking AreasatLeaseback Facility.” Execution Copy (d) REDELIVERY OF PREMISES: The Government agrees to redeliver to Lessor physical possession of the Leaseback Facility promptly upon the expiration of this Lease,including any option period exercised by the Government, or upon early termination of this Lease, in good condition, with reasonable wear and tear excepted and damage by fire or from other causes not attributable to the willful or negligent act of the Government, or its employees, agents, invitees, or visitors also excepted. LESSOR : _____________________________________________ BY : UNITED STATES OF AMERICA Accepted By: _________________________________________________ SHARON CAINE CHIEF, REAL ESTATE DIVISON U.S. ARMY ENGINEER DISTRICT SACRAMENTO, CA GENERAL PROVISIONS (A-T) A.MAINTENANCE OF PREMISES. The Premises to be leased by the Lessor to the Government were constructed, operated and maintained by the Government. The Lessor has no independent knowledge as to the condition of the Premises. The Lessor makes no warranty or representation that the Premises are habitable or suitable for their intended purposes. The Lessor and the Governmentunderstand that the Premises were constructed on or before 1976 and may contain lead-based paint and incorporate asbestos containing material for which the Lessor has no responsibility.The Government shall have sole responsibility to maintainand repair, at its expense, the Leaseback Facility in good repair and tenantable condition during the continuance of this Lease. The Government, as Lessee,agreesthat during the term of this Lease, the City, as Lessor,shall have no obligation whatsoever for maintaining the Leaseback Facility. B.DAMAGE BY FIRE OR OTHER CASUALTY. If the said premises be destroyed by fire or other casualty this lease shall immediately terminate. In case of partial destruction or damage, so as to render the premises untenantable, as determined by the Government, the Government may terminate the lease by giving written notice to the Lessor within fifteen (15) days thereafter; if so terminated no rent that may otherwise be due shall accrue to the Lessor after such partial destruction or damage; and if not so terminated any rent that would be otherwise due shall be reduced proportionately by supplemental agreement hereto effective from the date of such partial destruction or damage. C.ALTERATIONS. The Government may make alterations, attach fixtures or signs and erect structures in or upon the leased premises, all of which shall be the property of the Government. D.OFFICIALS NOT TO BENEFIT. No Member of or Delegate to Congress, or Resident Commissioner shall be admitted to any share or part of this lease contract, or to any benefit that may arise therefrom; but this provision shall not be construed to extend to this lease contract if made with a corporation for its general benefit. E. APPLICABLE CODES AND ORDINANCES. The Lessor, as part of its rental consideration, agrees to comply with all codes and ordinances applicable to the ownership and operation of the Leaseback Facility, and to obtain all necessary permits and related items, at Lessor’s expense. F.LESSOR’S SUCCESSORS. The terms and provisions of this lease and the conditions herein shall bind the Lessor, and the Lessor’s heirs, executors, administrators, successors, and assigns. G. COVENANT AGAINST CONTINGENT FEES. The Lessor warrants that no person orselling agency has been employed or retained to solicit or secure this lease upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by the Lessor for the purpose of securing business. For breach or violation of this warranty the Government shall have the right to annul this lease without liability or in its discretion to deduct from the rental price or consideration, or Execution Copy otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. (Licensed real estate agents or brokers having listings on property for rent, in accordance with general business practice, and who have not obtained such licenses for the sole purpose of effecting this lease, may be considered as bona fide employees or agencies within the exception contained in this clause.) H.FACILITIES NONDISCRIMINATION. (1)As used in this section, the term facility means stores, shops,restaurants, cafeterias, restrooms, and any other facility of a public nature in the Leaseback Facility. (2)The Lessor agrees that itwill not discriminate by segregation or otherwise against any person or persons because of race, creed, color, religion, sexor national origin in furnishing, or by refusing to furnish, to such person or persons the use of any facility, including any and all services, privileges, accommodations, and activities provided thereby. Nothing herein shall require the furnishing to the general public of the use of any facility customarily furnished by the Lessor solely to tenants, their employees, customers, patients, clients, guests and invitees. (3)It is agreed that the Lessor’s noncompliance with the provisions of this section shall constitute a material of such noncompliance, the Government may take appropriate action to enforce breach of this Lease. In the event compliance, may terminate this Leaseormay pursue such other remedies as may be provided by law. In the event of termination, the Lessor shall be liable for all excess costs of the Government in acquiring substitute space, including but not limited to the cost of moving to such space. Substitute space shall be obtained in as close proximity to the Leaseback Facilityas is feasible and moving costs will be limited to the actual expenses thereof as incurred. I.EXAMINATION OF RECORDS. (NOTE: This provision is applicable if this lease was negotiated without advertising.) The Lessoragrees that the Comptroller General of the United States or any of his duly authorized representatives shall, until the expiration of 3 years after final payment under this lease, have access to and the right to examine any directly pertinent books, documents, papers, and records of the Lessor involving transactions related to this lease. J. INSTRUCTIONS. Whenever the lease is executed by an attorney, agent, or other person, or corporation on behalf of the Lessor, the name of the Lessor shall appear above the signature of the person signing. K.The Government will make every effort to effect the return of key(s) to the Lessor on or before the date of expiration or termination of this lease. However, it will be the Lessor’s responsibility to assure personal entry to the Leaseback Facility by retaining a duplicate set of key(s). The Government will not be liable for further payment of rental beyond the date of termination or expiration due to the fact that key(s) were not returned to the Lessor. L.The use of lead-based paints or paints containing lead-based pigments in the premises shall be in accordance with Public Law 91-695 (42 United States Code 4831). The Public Law defines a lead-based paint as any paint containing more than one (1) percent lead by weight in the total non-volatile content of the paint. The prohibition applies where the use of lead-based paints or surfaces exposed of exposed components would present a recognized potential hazard to children. The prohibition will not apply on the use of lead-based paints on surfaces of components enclosed in concealed spaces, such as steel beams in ceilings and in walls. M.The Lessor agrees that the rental consideration specified herein is the only consideration to be received for the Leaseback Facility.No other remuneration will be paid the Lessor by the Government. The Government remains solely responsible for paying directly all utility costs arising from its use of the Leaseback Facility. N.The Lessoragrees to waive all restoration costs of the Leaseback Facilityat the termination of said lease. O.It is understood and agreed that the leased premises will be maintained in a clean and sanitary condition, free from pests, and that the Governmentwillprovide pest control measures and pesticides that conform to local health department regulations. P.It is understood and agreed that the Government will assign the leased premises to military personnel in accordance with Executive Order No. 11246 of 24September 1965, as amended by Executive Order No. 11375 of 17 October 1967, which provides that housing and related facilities shall be available without discrimination among tenants because of race, color, religion, sex, or national origin. Q.The Government’s liability under this agreement may not exceed appropriations available for such payment and nothing contained in this agreement may be considered as implying that Congress will at a later date appropriate funds sufficient to meet deficiencies. The provisions of this clause are without prejudice to any rights the Lessor may have to make a claim under applicable laws for any other damages than provided herein. Execution Copy R.Any notice given during the term of this agreement shall be in writing and if given by the Lessor shall be made to: US Army Corps of Engineers, Attn: Chief of Real Estate, Room 802, 1325 J. Street, Sacramento, California 95814 and if given by the Government shall be made to:City of Tustin, Attn: City Manager, 300 Centennial Way, Tustin, CA, 92780. S.To the extent required by law and regulations, this contract is subject to the procedures of the Contract Disputes Act of 1978. T.The Government’s liability under this lease for personal injury or property damage is provided for under the provisions of the Federal Tort Claims Act. Y # 3 � �`� �'• - EXECUTION COPY EXHIBIT G LANDSCAPE MAINTENANCE AGREEMENT This Landscape Maintenance Agreement ( "Agreement ") is entered into as of 2014, by and between the City of Tustin, a California municipal corporation ( "City ") and the UNITED STATES OF AMERICA, acting by and through the Secretary of the Army, represented by the U.S. Army Corps of Engineers, Sacramento District, (the "Government "), for the purpose of assigning responsibility for maintenance of certain improvements within the areas described herein. City and Government are sometimes referred to herein individually as a "Party" and collectively as the "Parties." RECITALS A. The Government is the owner of that certain property located on the northeast corner of Warner Avenue and Red Hill Avenue as shown on the attached Exhibit "A" (the "Property ") upon which it will be constructing a new Army Reserve Center (the "Replacement Facility ") pursuant to the Exchange Agreement between the United States of America and the City of Tustin, dated B. Pursuant to Final Parcel Map the Government has dedicated a landscape and maintenance easement to the City (the "Easement ") on a portion of the Property abutting Red Hill and Warner Avenues, which Easement is depicted in the map and as described in the legal description attached hereto as Exhibit "B" (the "Easement Area "). C. Subsequent to execution of this Agreement and prior to the Government's completion of the Replacement Facility, the City will install and maintain certain streetscape improvements (e.g. landscaping, handscaping, irrigation, etc.) within the Warner Avenue landscape Easement Area on the Government's property, in conjunction with the City's Warner Avenue street improvement project (the "Warner Street Improvements "). D. In the future the City will be widening and improving Red Hill Avenue (the "Red Hill Street Improvements ") where it runs contiguous with the northwest perimeter of the Property. Until the City commences construction of the Red Hill Street Improvements the Government agrees, commencing on the time provided for herein, to install and maintain landscaping (the "Interim Improvements "), to consist initially of basic soil preparation followed by grass hydromulch cover sprayed in the area depicted in the map attached hereto as Exhibit "C" (the "Interim Improvements Area "). Thereafter the Government shall maintain the grass cover in the Interim Improvements Area by watering, mowing, etc. At such time that the City commences construction of the Red Hill Street Improvements the City will install and maintain certain streetscape improvements (e.g. landscaping, hardscaping, irrigation, etc.) within the Red Hill Avenue landscape setback area, including the Easement Area on the Property. E. The Parties desire to enter into this Agreement to set forth the Parties' respective rights and obligations with respect to landscaping and maintenance of the Interim Improvements and upon the completion of the Warner Street Improvements and Red Hill Street Improvements Army Exchange — Exhibit G — Landscape Maintenance Agreement 978029.1 EXECUTION COPY (collectively the "Street Improvements "), those improvements within the Easement Area ( "Easement Improvements "). NOW, THEREFORE, in consideration of the above recitals and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Government agree as follows: AGREEMENT 1. Government's Landscape and Maintenance Obligations. a. Installation of the Interim Improvements. Government agrees that it will install and maintain the Interim Improvements. The Government's obligation to maintain the Interim Improvements shall continue until such time as the City removes the Interim Improvements as part of its construction of the Red Hill Street Improvements. b. Standard of Maintenance. Government shall, at its sole cost and expense, (i) maintain the Interim Improvements in good condition and repair, and (ii) keep and maintain the Interim Improvements in healthy condition. Government's maintenance obligation shall also include (i) replacement and restoration of the Interim Improvements, where necessary, and (ii) removal of any landscape debris from sidewalks and the adjacent street right-of-way. All replacements, restorations, alterations and repairs shall be equal (or greater) in quality to the original Interim Improvements. C. Commencement of Maintenance Obligati Government's obligation to install and maintain the Interim Improvements shall commence once the Government occupies the Replacement Facility and shall continue until such time as the City removes the Interim Improvements as part of its construction of the Street Improvements. d. Encroachment Permit R uirements. In the event that any maintenance or alteration of the Interim Improvements requires temporary closure of any lanes within the adjacent public right -of -way during the performance of such work, Government shall obtain an encroachment permit from City prior to commencement of any such maintenance or alteration activity within the public right of way. e. Damage Caused by Government. The Government shall exercise reasonable care to not cause any damage to Easement Improvements. 2. City's Landscape and Maintenance Obligations. a. Installation of Easement Improvements. City agrees that as part of its construction of the Street Improvements that it will install and maintain the Easement Improvements within the Easement Area. b. Standard of Maintenance. City shall, at its sole cost and expense, (i) maintain the Easement Improvements in good condition and repair, and (ii) keep and maintain the Easement Improvements in healthy condition. City's maintenance obligation shall also include repair, replacement and restoration of the Fasement Improvements, where necessary. All replacements, Army Exchange— Exhibit G Landscape Maintenanee Agmemrnt 979029.1 EXECUTION COPY restorations and repairs shall be equal in quality to the original Easement Improvements. The City may alter the Easement Improvements to be consistent with any City streetscape/landscape program it may adopt as long as such alteration does not materially interfere with the Government's use of the Replacement Facility. C. Commencement of Maintenance Obligations. City's obligation to maintain the Easement Improvements shall commence as soon as the City has installed the Easement Improvements. d. Encroachment_ Requirements. In the event that any maintenance or alteration of the Easement Improvements requires the City to go upon the Property outside the Easement Area, the City shall obtain permission from the Government prior to doing so. e. Should the Government be required to repair or replace the Interim Improvements as a result of damage thereto caused by the City, the City shall pay the Government the reasonable costs of such repair or replacement, provided that the Government submits to the City invoices evidencing the cost of such repair or replacement. 3. Failure to Perform. Should either Party fail to fulfill its maintenance or other responsibilities under this Agreement (the "defaulting Party "), the non - defaulting Party may provide the defaulting Party with written notice of such failure describing the deficiencies in reasonable detail (the "Deficiency Notice "). If such deficiency is not corrected within ten (10) business days of the defaulting Party's receipt of the Deficiency Notice, the non- defaulting Party shall have the right, but not the obligation, to cure the deficiency; provided, however, that if the deficiency is of a type that cannot reasonably be cured within ten (10) business days, it will be deemed cured if the defaulting Party commences to cure the deficiency within such period and proceeds diligently thereafter to complete the cure of such deficiency. If the default is not cured by the defaulting Party, the non - defaulting Party may exercise whatever rights it may against the defaulting Party for a breach of this Agreement. 4. Amendment. This Agreement may be amended only by a written instrument approved and executed by the Parties. 5. Liens. Each Party shall take steps to ensure that no liens, claims or demands arising from the installation and/or maintenance obligations hereunder is permitted or allowed to be enforced against any property subject to this Agreement by any person or entity, including but not limited to, mechanics, laborers, materialmen, contractors, or subcontractors. Each Party shall be responsible for the disposition of all such liens, claims and demands to the extent they arise out of each Party's obligations under this Agreement. 6. Assignment. This Agreement is binding on and shall inure to the benefit of each of the Parties hereto and their respective successors and assigns. 7. Notices. All Notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if personally delivered or sent by prepaid first class mail, addressed as follows: Army Exchange— Exhibit G Landscape Maintenance Agreement 978029.1 EXECUTION COPY If to City: City of Tustin 300 Centennial Way Tustin, CA 92780 Attention: Director of Public Works If to Government: U.S. Army Corp of Engineers Sacramento District 1325 J. Street Sacramento, CA 95814 Attn: Chief, Real Estate Division Any Party may change its address by notifying the other Party of the change of address in writing in the manner specified above. Notices provided hereunder shall be deemed effective on (a) on the date of delivery, if delivered in person, or (b) three business days after such notice is deposited in the United States mail, postage prepaid, properly addressed to the other Party as set forth above. 8. Authority The persons executing this Agreement on behalf of each Party warrant that he/she are duly authorized to execute and deliver this Agreement on behalf of the respective Party for whom they sign, and that by so executing this Agreement, each Party is bound by the provisions of this Agreement. 9. Entire Agreement. The Easement, this Agreement and the exhibits attached hereto constitute the entire Agreement between the Parties pertaining to the subject matter hereof, and all prior and contemporaneous agreements, representations, negotiations and understandings of the Parties, whether oral or written, are hereby superseded and merged herein. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written. CITY OF TUSTIN, CALIFORNIA Date: Date: Approved as to form: David E. Kendig, City Attorney Army Exchange Exhibit G Landscape Maintenance Agreement 978029.1 0 Jeffrey C. Parker, City Manager UNITED STATES OF AMERICA DEPARTMENT OF THE ARMY iM Director o, Real Estate U.S. Army Corps of Engineers EXECUTION COPY Exhibit A THE PROPERTY Army Exchange — Exhibit G — Landscape Maintenance Agreement 978029.1 RBF Consulting 14725 Alton Parkway Irvine, California 92618 December 3, 2013 EXHIBIT "A" JN 10- 104755110 - 107351 Page 1 of 3 LEGAL DESCRIPTION TARC PARCEL That certain parcel of land situated in the City of Tustin, County of Orange, State of California, being those portions of Blocks 9 and 10 of Irvine's Subdivision as shown on a map thereof filed in Book 1, Page 88 of Miscellaneous Record Maps in the Office of the County Recorder of said Orange County, described as follows: COMMENCING at the centerline intersection of Red Hill Avenue and Warner Avenue as shown on Tract No. 17144, filed in Book 906, Pages 5 through 14 of Miscellaneous Maps in the Office of the County Recorder of said Orange County; thence along said centerline of Warner Avenue, as shown on said Tract No. 17144, through the following courses: South 49 °22'21" East 130.03 feet to the beginning of a tangent curve concave southwesterly and having a radius of 1800.00 feet; thence along said curve southeasterly 327.53 feet through a central angle of 10 °25'32 "; thence tangent from said curve South 38 °5649" East 261.21 feet to the beginning of a tangent curve concave northeasterly and having a radius of 1800.00 feet; thence along said curve southeasterly 373.15 feet through a central angle of 11 °52'40 "; thence tangent from said curve South 50 °49'29" West 102.48 feet; thence leaving said centerline of Warner Avenue North 409915" East 60.02 feet to a point on a line parallel with and 60.00 feet northeasterly of said last course in the centerline of Warner Avenue, said point being the TRUE POINT OF BEGINNING; thence along said parallel line North 50 °4929" West 104.03 feet to the beginnin{; of a tan{-ent curve concave northeasterly and having a radius of 1740.00 feet, said curve be:n- concentric with and 60.00 feet northeasterly of the hereinabove described curve having a radius of 1800.00 feet and arc length of 373.15 feet in the centerline of Warner Avenue; thence along said concentric curve northwesterly 105.53 feet through a central angle of 03 °28'30'; thence non - tangent from said curve North 03° 1 T34" West 23.65 feet; thence North 45 °5 I'15" West 56.00 feet; thence North 88 °24'55" West 23.65 feet to a point on a non- tangent curve concave northeasterly and having a radius of 1740.00 feet, said curve being the continuation of said last concentr'c curve, a radial line of said curve from said point bears North 45 °38'30" East; RBF Consulting TARC Parcel Exhibit "A" December 3, 2013 JN 10- 104755110- 107351 Page 2 of 3 thence along said concentric curve northwesterly 17.22 feet through a central angle of 00 °34'01" to a point of compound curvature with a curve concave northeasterly and having a radius of 1147.00 feet, a radial line of said curves from said point bears North 46° 12'31" East; thence along said curve northwesterly 105.79 feet through a central angle of 05'l T051 thence tangent from said curve North 38 °30'24" West 102.59 feet to the beginning of a tangent curve concave northeasterly and having a radius of 156.00 feet; thence along said curve northwesterly 28.14 feet through a central angle of 10 °20'02 "; thence tangent from said curve North 28° 10'22" West 31.23 feet to the beginning of a tangent curve concave southwesterly and having a radius of 174.00 feet; thence along said curve northwesterly 31.47 feet through a central angle of 10 °21'42''; thence tangent from said curve North 38 °32'04" West 141.56 feet to a point on a non - tangent curve concave southwesterly and having a radius of 1261.00 feet, a radial line of said curve from said point bears South 51 °5944" West; thence along said curve northwesterly 127.83 feet through a central angle of 05 °48'30" to a point of compound curvature with a curve concave southwesterly and having a radius of 1878.00 feet, said curve being concentric with and 78.00 feet northeasterly of the hereinabove described curve having a radius of 1800.00 feet and arc length of 327.53 feet in the centerline of Warner Avenue, a radial line of said curves from said point bears South 46 °11'14" West; thence along said concentric curve northwesterly 182.23 feet through a central angle of 05 °33'35" to a line parallel with and 78.00 feet northeasterly of the hereinabove described course having a bearing of South 49 °22'21" East in the centerline of Warner Avenue; thence along said parallel line, tangent from said curve North 49 °22'21" West 32.03 feet to the northwesterly line of Parcel 1 -E -2 as described in that certain Quitclaim Deed recorded May 14, 2002 as Instrument No. 20020404595 of Official Records in said Office of the County Recorder of said Orange County; thence along said northwesterly line of Parcel I -E -2 through the following courses: North 04 °24'53" West 29.68 feet; thence North 40 °37'39" East 47.72 feet; thence South 49 °22'21 " East 12.00 feet; thence North 40 °37'39" East 180.00 feet; thence North 49 °22'21" West 12.00 feet; thence North 40 °37'39" East 343.98 feet; thence leaving said northwesterly line South 49 °20'45" East 718.34 feet; thence South 40 °39'07" West 20.88 feet; thence South 49 °20'45" East 213.37 feet; thence South 39 °51'45" West 305.52 feet; RBF Consulting December 3, 2013 TARC JN 10- 104755110 - 107351 Parcel Page 3 of 3 Exhibit "A" thence South 50'08'15" East 173.88 feet; thence South 40'39'15" West 389.69 feet to the TRUE POINT OF BEGINNING. CONTAINING: 15.288 Acres, more or less. SUBJECT TO all Covenants, Rights, Rights-of-Way and Easements of Record. EXHIBIT "B" attached and by this reference made a part hereof. K� 12/3/2013 Kurt R. Troxell, L.S. 7854 Date HA pdalaM107351 1Admin\Legals17351_LGL TARO AREA_0Ldocx aVANQ sGgG� 0 KURT R. � TROXElL 7854 OF C —'r a a� IPORTJO BLOCK T T J 1 L1 C/L RED HILL AVENUE o° w n N40 °37'39 °E 343.98' L15 — -- - N j nM PORTION z v 9 1 ° r n -� j N46_1231 E {RAD)—P CC J fill — 78' L L12 TABLE L11 UJI BEARING $ I0- NS n LENGTH L1 S �� o tn& 130.03' � N S JN E C) L3 r o I I� E 102.48' L4 N 40 °39'15" i N 60.02' VAR. i N 50 °49'29" W 104.03' L6 N 03 017'34" W 23.65' L7 N 45 °51'15" W 56.00' L8 N 88'24'55" $c' //I N45 {RAD }OW IRVINE' � ��f M.R.M. (� —j PARCEL Cl ��I INSTRUMENT In O r �' I S42 °39 =01 "W Z w a (RAD} - N0 _ I o 00 60' r' ( L4 S40 039'15 "W 389.69 6 N 49 °22'2]" W 12.Q0' � d" 7 S 40 °39'07" W 20.88' E N S I SUBDIVISION I w z Lo r'; N L .J N NO. 20040003693761 CAP I S39-5-1- 45 305772T--j 52 W 305. w EXHIBIT "BA T. .o.B. TARC PARCEL CONTAINM' 15288 ACRES +A 0T co to a to V) fQ/ BLOCK 10 17 I /33 I- -E -1.1 o, R, CURVE TABLE N0. DELTA RADIUS LENGTH Cl 03 428'30" 1740.00' 105.53' C2 00 °34'01" 1740.00' 17.22' C3 05 °17'05" 1147.00 105.79' C4 10 °20'02" 156.00' 28.14' C5 10 °21'42" 174.00' 31.47' SHEET 10F 1 SHEETS PLANNING IS OKSIMN Y CONSTRUCTION . 14M ALTON PAFWWAY ri''W CAI.FORM '2W2W C O N S U L71 N a 94ti01116 • FAX 9NA72 M• RRRlaO A m 7ECEAIBER 3, 2013 10- 104755/10 - 107351 H:\MATA\tolo7351\cAwVAAppNa\pGMTSV351-EX-TARC-AREA-M.DWG CATHY.SCHYERSAL 12/3/13 &49 Q LINE TABLE N0. BEARING LENGTH L1 S 49 022'21" E 130.03' L2 S 38 056'49" E 261.21' L3 S 50 °49'29" E 102.48' L4 N 40 °39'15" E 60.02' L5 N 50 °49'29" W 104.03' L6 N 03 017'34" W 23.65' L7 N 45 °51'15" W 56.00' L8 N 88'24'55" W 23.65' L9 N 38'30'24" W 102.59' L10 N 28 °10'22" W 31.23' L11 N 49 °22'21" W 32.03' L12 N 04 °24'53" W 29.68' L13 N 40 °37'39" E 47.72' L14 S 49 °22'21" E 12.00' L15 N 40'37'39" E 180.00' L1 L1 $c' //I N45 {RAD }OW IRVINE' � ��f M.R.M. (� —j PARCEL Cl ��I INSTRUMENT In O r �' I S42 °39 =01 "W Z w a (RAD} - N0 _ I o 00 60' r' ( L4 S40 039'15 "W 389.69 6 N 49 °22'2]" W 12.Q0' � d" 7 S 40 °39'07" W 20.88' E N S I SUBDIVISION I w z Lo r'; N L .J N NO. 20040003693761 CAP I S39-5-1- 45 305772T--j 52 W 305. w EXHIBIT "BA T. .o.B. TARC PARCEL CONTAINM' 15288 ACRES +A 0T co to a to V) fQ/ BLOCK 10 17 I /33 I- -E -1.1 o, R, CURVE TABLE N0. DELTA RADIUS LENGTH Cl 03 428'30" 1740.00' 105.53' C2 00 °34'01" 1740.00' 17.22' C3 05 °17'05" 1147.00 105.79' C4 10 °20'02" 156.00' 28.14' C5 10 °21'42" 174.00' 31.47' SHEET 10F 1 SHEETS PLANNING IS OKSIMN Y CONSTRUCTION . 14M ALTON PAFWWAY ri''W CAI.FORM '2W2W C O N S U L71 N a 94ti01116 • FAX 9NA72 M• RRRlaO A m 7ECEAIBER 3, 2013 10- 104755/10 - 107351 H:\MATA\tolo7351\cAwVAAppNa\pGMTSV351-EX-TARC-AREA-M.DWG CATHY.SCHYERSAL 12/3/13 &49 Q 6 N 49 °22'2]" W 12.Q0' � d" 7 S 40 °39'07" W 20.88' E N S I SUBDIVISION I w z Lo r'; N L .J N NO. 20040003693761 CAP I S39-5-1- 45 305772T--j 52 W 305. w EXHIBIT "BA T. .o.B. TARC PARCEL CONTAINM' 15288 ACRES +A 0T co to a to V) fQ/ BLOCK 10 17 I /33 I- -E -1.1 o, R, CURVE TABLE N0. DELTA RADIUS LENGTH Cl 03 428'30" 1740.00' 105.53' C2 00 °34'01" 1740.00' 17.22' C3 05 °17'05" 1147.00 105.79' C4 10 °20'02" 156.00' 28.14' C5 10 °21'42" 174.00' 31.47' SHEET 10F 1 SHEETS PLANNING IS OKSIMN Y CONSTRUCTION . 14M ALTON PAFWWAY ri''W CAI.FORM '2W2W C O N S U L71 N a 94ti01116 • FAX 9NA72 M• RRRlaO A m 7ECEAIBER 3, 2013 10- 104755/10 - 107351 H:\MATA\tolo7351\cAwVAAppNa\pGMTSV351-EX-TARC-AREA-M.DWG CATHY.SCHYERSAL 12/3/13 &49 Q EXHIBIT "BA T. .o.B. TARC PARCEL CONTAINM' 15288 ACRES +A 0T co to a to V) fQ/ BLOCK 10 17 I /33 I- -E -1.1 o, R, CURVE TABLE N0. DELTA RADIUS LENGTH Cl 03 428'30" 1740.00' 105.53' C2 00 °34'01" 1740.00' 17.22' C3 05 °17'05" 1147.00 105.79' C4 10 °20'02" 156.00' 28.14' C5 10 °21'42" 174.00' 31.47' SHEET 10F 1 SHEETS PLANNING IS OKSIMN Y CONSTRUCTION . 14M ALTON PAFWWAY ri''W CAI.FORM '2W2W C O N S U L71 N a 94ti01116 • FAX 9NA72 M• RRRlaO A m 7ECEAIBER 3, 2013 10- 104755/10 - 107351 H:\MATA\tolo7351\cAwVAAppNa\pGMTSV351-EX-TARC-AREA-M.DWG CATHY.SCHYERSAL 12/3/13 &49 Q SHEET 10F 1 SHEETS PLANNING IS OKSIMN Y CONSTRUCTION . 14M ALTON PAFWWAY ri''W CAI.FORM '2W2W C O N S U L71 N a 94ti01116 • FAX 9NA72 M• RRRlaO A m 7ECEAIBER 3, 2013 10- 104755/10 - 107351 H:\MATA\tolo7351\cAwVAAppNa\pGMTSV351-EX-TARC-AREA-M.DWG CATHY.SCHYERSAL 12/3/13 &49 Q EXECUTION COPY Exhibit B THE EASEMENT AREA Army Exchange — Exhibit G — Landscape Maintenance Agrecment 978029.1 W m Q C a) W .0 X W ssa' e 8 i I H h14.isIt 1101 IfI�� ----------------- -- ------------------- ------------------------ 1 i � I I I t � I 1 1 x ri 1 I 1 1 1 1 I 1 1 1 .1 I I 1 I 1 I I 1 I 1 1 1 � 1 � I I 1 1 3nN3AV 111H OU I � I 1 I I r z� iu a 4 OL K t 3 7 = I I � i I a I , I I I 1 I I I I I I I I I I 7 I I x ► I � I I I I I I I EXECUTION COPY Exhibit C INTERIM IMPROVEMENT AREA Army Exchange — Exhibit G — Landscape Maintenance & n°ement 978029,1 1 1 1 1 I 1 I I I I I I I I 1 1 I I 1 I 1 1 1 I 1 I m m C jm 1 i k 1 1 1 ' LF +k # i S 4 I 1 I� 1 j >--------------- - - - - -- — r —z�. -- - - - - -- 1 i 1 1 l e I 1 1 1 1 I I 1 1 ' 1 , 1 k 1 t r F r F ti.- ---- -_.. -- Sim r r- rm7m• I 1 � I I r4,9 j 1 � � k R s ...-------- - - - - -- ----------------- .---- -- -- --------------t� �1- v7 !a� iN � a Ix x §a I Off �a � o Ix� X A