HomeMy WebLinkAboutCC RES 14-28RESOLUTION NO. 14 -28
' 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 AND REPEALING RESOLUTION NO. 14 -05
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, Sacramento District (the "Government') propose an
Agreement for the Exchange of Real Property ( "Exchange Agreement').
B. That the Exchange Agreement 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. The objectives of the Exchange
Agreement are to relocate the existing Reserve Center to another site
within Tustin Legacy adjacent to other similar public and institutional uses,
while also creating the potential for development compatible with the
adjacent commercial shopping center, The District at Tustin Legacy.
C. A prior draft of the Exchange Agreement was previously approved by the
City Council at a public hearing on January 21, 2014, but the Government
requested modifications to the Exchange Agreement subsequent to such
approval, which modifications do not change the primary deal points
previously reached between the City and the Government.
D. On January 16, 2001, the City 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
Resolution No. 14 -28
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Supplement considered the potential environmental impacts associated with
development on the former Marine Corps Air Station, Tustin.
E. The City Council previously determined that the previously approved
Exchange Agreement did not constitute a "project' under CEQA requiring
environmental review pursuant to the California Environmental Quality Act
and for the following reasons determines that the modifications to the
Exchange Agreement do not alter that determination:
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 the 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 and
requires the City to comply with CEQA prior to any development
occurring on the property it 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 the City
may not be -the owner of the property when it is developed; therefore,
any CEQA review at this time would be speculative, and would not
result in the provision of meaningful information for environmental
assessment.
c. Projects that are carried out, financed or approved in whole by federal
agencies, while subject to the National Environmental Protection Act,
are generally 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 MCAS Tustin Specific Plan.
f. Recitals a -e above mirror the findings made by the City Council in
Resolution 14 -05 adopted by the City Council on January 21, 2014, in
approving the prior draft of the Exchange Agreement and the
modifications to the Exchange Agreement being approved by this
Resolution do not have any impact on the existing environmental
conditions as they existed on the date Resolution 14 -05 was adopted.
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
Resolution No. 14 -28
Page 2 of 4
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 previously 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 and the modifications to the
Exchange Agreement do not alter such location, purpose or disposition.
II. The City Council hereby approves the Exchange Agreement by and between the
Government and the City, which is attached hereto as Exhibit 1 and incorporated
herein by this reference.
III. The City Council authorizes the City Manager to execute the Exchange
Agreement 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 Agreement and to approve further modifications to the
Exchange Agreement and the agreements and exhibits attached thereto to the
extent such modifications do not alter the substantive goals and purposes of the
' Exchange Agreement.
IV. To the extent this Resolution approves the proposed modifications to the
Exchange Agreement, it shall repeal and replace Resolution No. 14 -05.
PASSED AND ADOPTED by the City Council of the City of Tustin, at a regular
meeting on the 6th day of May, 2014.
ATTEST:
' JEFfJR C� PARKER,
City, Cle
Resolution No. 14 -28
Page 3 of 4
STATE OF CALIFORNIA ) I
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 -28 was duly
passed and adopted at a regular meeting of the Tustin City Council, held on the 6"' day of
May, 2014, by the following vote:
COUNCILPERSONS AYES: Murray, Puckett, Nielsen, Gomez, Bernstein (5)
COUNCILPERSONS NOES: None (0)
COUNCILPERSONS ABSTAINED: None (0)
COUNCILPERSONS ABSENT: None (0)
-�W
JEFF E] PARKER, '
City/Ole
n
Resolution No. 14 -28
Page 4 of 4
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 Deputy Assistant Secretary of
the Army (Installations, Housing & Partnerships), 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 acres, together with various improvements, including an approximately
32,460 square foot two story administrative building and a 9,760 square foot service anti
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, privileges and
appurk nances 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 Rescrve
Training Center, hereafter called the "Replacement Facility."
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
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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.
In accordance with 10 USC §18240 the Government has determined on the basis of independent
appraisals that the value of the City Property is equal to or Beater than the value of the
Government Property.
4. City's authority: The City will undertake it-, obligations set forth in this
Agreement pursuant to the authority t,Tanted by Planning Commission Resolution No. 4242,
adopted December 10, 2013 and City Council Resolution No. 14 -05 adopted on January 21,
2014.
5. 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 hemundcr, 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 (1-5)) business days following the Effective Date the following documents (each
a "City Deliverable "). Approval 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:
1. A dratl 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 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 pLrcel
presently containing the City Property, to be prepared by First American Title
Company (the `Title Company ").
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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 inpludes 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 III.A 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 recv-ipt 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's Right to Inspect City Property: Pursuant to the terms and
conditions of the Right of Entry attached hereto as Exhibit I, which shall be executed by the
Parties, the Government may enter upon the City Property for purposes of conducting;
environmental investigations.
C. Government's Right to Terminate:
I. Discovery of unsuitable condition(s): If at any time prior to Closing the City or the
Government discovers a condition on the City Property that may render the City Property
unsuitable for the Government's intended purpose, the discovering party shall immediately
notify the other party of its discovery. If such condition cannot be cured by the City at its
reasonable cost, in the City's sole discretion, the City shall immediately notify the Government
in writing that the condition is incurable. Upon receipt of such notice from the City the
Government may, in its sole discretion, reject the City Property and thereby terminate this
Agreement.
2. Findings of adverse impacts under NEPA: If for any reason the Government is
unable to reach a Finding of No Significant Impact (FONSI) at the conclusion of its NEPA
analysis, or if, for any reason, the Government is unable to complete a Record of Decision at the
conclusion of its NEPA analysis, or if a completed Record of Decision determines that the
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proposed exchange would cause adverse environmental impacts not acceptable to the
Government, then the Government may, in its sole discretion, exercise its right to terminate this
Agreement, as set forth in subsection C.1., above.
D. 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:
1. 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 t tle 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 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.
Page 4of15
E. City's Right to Inspect Government Property: Immediately following the
Effective Date, the Government shall grant the City a general Right of Entry, in the same form
and substance as the form attached at Exhibit H, for purposes of conducting environmental
investigations on the Government Property. 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'd Army Reserve
Group), in accordance with the terms of the Right of Entry and applicable Government
procedures.
F. City's Right to Terminate: If at any time prior to Closing the Government or
the City discovers a condition on the Government Property that may render the Government
Property unsuitable for the City's intended purpose, the discovering party shall immediately
notify the other party of its discovery. If such condition cannot be cured by the Government at
its reasonable cost, in the Government's sole discretion, the Government shall immediately
notify the City in writing that the condition is incurable. Upon receipt of such notice from the
Government the City may, in its sole discretion, reject the Government Property and thereby
terminate this Agreement.
In the event results of the Government's Finding of Suitability to Transfer the
Government Property indicate the Government Property may not be suitable for industrial use,
the City may terminate this Agreement by written notice to the Government.
II. INTERIM GOVERNMENT LEASEBACK OF ARMY RESERVE CENTER,
2345 BARRANCA PARKWAY, TUSTIN, CALIFORNIA
A. Government Lease: 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.
B. Private parking area lease: 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
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amenable to such an a- reement (hereinafter, the "Government Parking Lease "), the City shall
exclude from the Government Lease an approximately 3 acre parking area located at the
southwestern end of the Government Property. Accordingly 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. If, on the other hand, the Government is unable to negotiate and execute the Government
Parking Lease, the Government Lease shall include the entire Government Property for the
Government's exclusive use.
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 x:11 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
" CIosing 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
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.
Page 6 of 15
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 Government'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 obliv>ation 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 ($170,000),
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 followinb documents (hereinafter "City Closing
Documents "):
1. 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 exchan- ,e.
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 Date
wet utility facilities (water, sewer, and storm drain) to the property line of the Replacement
Facility, and dry utility facilities (electrical, gas, 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:
1. 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
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7. Communications cable: 12 strand sinyle 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 qu.tclaim 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.
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 e_�.ecuted 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, if applicable (see Section II,
above).
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 list identifying all Government studies, investigations and reports undertaken to
establish the physical and/or environmental condition of either property, including
the Government's Environmental Condition of Property Report, if any, as well as
any other surveys or reports documenting the environmental condition of the
property;
7. A Finding of Suitability to Transfer (FOST) the Government Property;
S. All required National Environmental Policy Act ( "NEPA ") documentation; and
9. A draft of the Landscape Easement the Government shall grant the City
immediately upon the exchange of deeds, see paragraph V(E)(5), below, for the
purpose of installing and maintaining perimeter landscaping within the City
Property's street frontage along Red Hill Avenue and the future extension of
Warner Avenue, as delineated in the draft easement.
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D. Accounting of administrative costs: Not later than thirty (30) is ays 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, dist,ince 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 MCAS
Tustin Specific Platt 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 ti,,-,ht -of -way.
3. The Government shall obtain a Gradin Permit from the City for the grading of
the site in conjunction with construction of the Replacement Facility.
4. The Government shall enter into an Agreement to Install and Maintain Interim
Landscaping (attached hereto as Exhibit G) as part of the consideration for this
exchange. Exhibit G identifies the interim landscape features the Government
shall install within the street frontages delineated in the Exhibit.
S. Upon the exchange of deeds the Government shall grant an easement to the City
for the purpose of constructing and maintaining landscape features within the
frontage of the City Property along Red Hill Avenue and the planned extension of
Warner Avenue, as delineated in Exhibit J, " Landscape Easement," attached
hereto.
6. If, after the lapse of two (2) years from the date the Government takes occupancy
of the Replacement Facility, the City has not completed construction of
permanent landscape features within the area of the Landscape Easement (which
may incorporate existing interim landscape features installed by the Government,
if the City so elects), or if the City fails to maintain the permanent landscaping; for
a period of at least two (2) years, or if the City abandons the Landscape Easement,
then upon written demand from the Government the City shall execute a quitclaim
deed relinquishing its interest in the Landscape Easement in favor of the Gran.
7. The Goverment shall not oppose granting, a Right of Entry to the City to
construct the contemplated Red Hill Avenue widening improvements.
S. The City shall coordinate with the Government in advance of implementing the
Red Hill Avenue widenin{, improvements to minimize any temporary adverse
impacts to the Replacement Facility's access and operations during construction
of Red Hill Avenue improvements.
9. Fencing of the City Property shall be at the discretion of the Government, based
on government regulations and security standards; however, the Government shall
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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 shall satisfactorily complete, to the extent possible, all required environmental
documentation applicable to the federal action, including a Finding of Suitability to Transfer
(FOST) for the Government Property, if warranted, and all required NEPA documentation. In
the event unforeseen environmental issues prevent the Government from completing all
environmental documentation prior to the Closing Date then the Closing Date may be postponed
upon mutual agreement of the Parties, per Section II1(D), or the Agreement may be terminated,
per Section 1.
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 & reement 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
Govemmunt 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.
E. No merger: This Agreement shall not merge into any other or subsequent
agreements between the Parties, including any modifications or amendments to the Letter
Agreement.
Page 20 of 15
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 ptrform 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
Agreement 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 agreed Alternative Dispute Resolution (ADR)
procedure, on the condition that the ADR procedure selected by the Parties shall not bind either
Party.
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
L.ssigns, until satisfied or waived.
B. Whole agreement: This Agreement incorporates and includes all prior
nc{.otiations and agreements, except the Letter Agreement, applicable to the matters contained
herein. The Part'es agree that this Agreement, together with the Letter Agreement, constitute the
entire understandinf. 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
a{ reement 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 terns, covenants, or
conditions of this Agreement shall not be construed as a waiver or a 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
Page 11 of 15
shall remain in full force and effect and remain binding on the Parties hereto as to all other terns
and provisions to the fullest extent permitted by law.
E. Amendments only in writing: This A{ .reement 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, 3I U.S.C. §1341.
G. Hold harmless: Unless otherwise provided herein, neither party shall be
responsible for the costs, claims, damages and losses, including fines and penalties, of the other
party arising out of the implementation of 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. 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
that it has not 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 commission, percenta,:,e, brokerage, or contingent fee. In the event of a
breach or violation of this warranty, the Government shall have the right to annul this Agreement
or require payment from the City for the amount of such commission, percentage or contingent
fee.
K. No discrimination: The City and the Government will not discriminate acainst
any employee or applicant for employment because of race, color, religion, sex, or national
origin.
Page 12 of 15
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.
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.
Page 13 of 15
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 Maintenance Agreement
EXHIBIT H: Right of Entry in favor of the City
EXHIBIT I: Right of Entry in favor of the Government
EXHIBIT J: Landscape Easement
XII. EFFECTIVE DATE
The effective date of this Agreement shall be the date on which the last Party has sil,ned
this Agreement.
[Signature Page Follows]
Pate 14 of 15
IN WITNESS WHEREOF, the Parties hereto have set their hands and seals hereunto on
the date subscribed opposite their respective naives.
Date:
ATTEST:
CITY OF TUSTIN, CALIFORNIA
By: _
Jeffrey C. Parker, City Manager
UNITED STATES OF AMERICA
DEPARTMENT OF THE ARMY
Date: By:
Deputy Assistant Secretary of the Army
Installations, Housing & Partnerships
Page 15 of 15
Exhibit A
Legal Description of the Government Property
slim 1 OF 1
.00KIIIII RECORD OF SURVEY
MODULES NO. 9 9 - 1 0 4 1
IN THE CITY OF TUSTIK.
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Exhibit B
Legal Description of the City Property
RBF Consulting
14725 Alton Parkway
Irvine, California 92618
December 3, 2013
EXHIBIT 64A" 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 throui_h 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 throws,h a central an, le of 10 °25'32 ";
thence tangent from said curve South 38 °56'49" East 261.21 feet to the beginninb of a tangent
curve concave northeasterly and having a radius of 1800.00 feet•
thence along said curve southeasterly 3 73.15 feet through a central arn:le 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 northea: terly 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 °49'29" West 104.03 f-et to the beginning of a tan•:ent
curve concave northeasterly and Ewing 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 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 °1734" West 23.65 feet;
thence North 45 °51'15" 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 concentric
curve, a radial line of said curve from s.id point bears North 45 °38'30" East;
RBF Consulting
TARC
Parcel
December 3, 2013
JN 10- 104755110- 107351
P
Exhibit "A" age 2 of 3
thence along said concentric curve northwesterly 17.22 feet through a central angle oF 00 034101 "
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 46012131 " East;
thence along said curve northwesterly 105.79 feet throu8h a central angle of 05 °17'05 ";
thence tangent from said curve North 38 030'24" 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°4'30" to a point
of compound curvature with a curve concave southwesterly and having a radius of I879.00 feet,
said curve being concentric with and 78.00 feet northeasterly of the hereinabove described curve
havim-.. 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
havin- 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 40 137'39" East 47.72 f °et;
thence South 49 122'21 " 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 40139'07" West 20.88 feet
thence South 49 020'45" East 213.37 feet;
thence South 39151'45" West 305.52 feet;
RBF Consulting
TARC
Parcel
December 3, 2013
3N 10- 104755110- 107351
P
Exhibit "A" age 3 of 3
thence South 50"08'15" East 173.88 feet;
thence South 40039'15" 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" at0ched and by this reference made a part hereof.
12/3/2013
Kurt R. Troxell, L.S. 7854 pate
H:lpdot&%101073$11AdmilS.1.9 ls-,7351_LGE._TAAC AREA_01 doex
LAND
(cw KURT R. p)
TROXELL
* T8M
cA .�
OFfA���
P.O.C. J J - C/L RED HILL AVENUE
,1 L13 L15 N40° 7'39"E 343.9 — —
1•
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t
PORTION
t3LOCK
i`
S
78' L12
L11
LIJ
IU �
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Z'�► "',
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BEARING
LENGTH
L1
S 49 °22'21" E
330.03'
L2
S 38 °56'49" E
261.21'
L3
S 50 °4929" E
102.48'
L4
N 40 °39'151' E
60.02' .
L5
N 50 °49'29" W
104.03'
L6
N 03 °17'34" W
23.65'
L7
N 45 °51'15" W
LINE TABLE
NQ.
BEARING
LENGTH
L1
S 49 °22'21" E
330.03'
L2
S 38 °56'49" E
261.21'
L3
S 50 °4929" E
102.48'
L4
N 40 °39'151' E
60.02' .
L5
N 50 °49'29" W
104.03'
L6
N 03 °17'34" W
23.65'
L7
N 45 °51'15" W
56.00'
L8
N 8$ °24'55" W
23.65'
L9
N 38 °30'24" W
12.59'
L10
N 28 °10'22" W
31.23'
L11
Lf2
N 49 °22'2i" W
N 04 °24'53" W
32.03'
29.68'
L13
N 40 °37'39" E
47.72'
L14
S 49 °22'21" E
]2.00'
L15
N 40 °37'39" E
180.00'
L16
N 49 °2z'21" w
12.OQ'
L17
S 4Q °39'07" W
20.88'
o
.�
�j
^ gco a1�
l a 1 ~f
d
DELTA
03 °28';0"
RADIUS
1740.00'
LENGTH
105.53'
C2
n :A ,
qq2
1740.00'
17.22'
C3
05 417'05"
1147.00'
105.79'
C4
10 620'02"
156.00'
28.14'
N
�rJ �
174.00'
31.47'
!� {RAD} �
°'. Co_
u7
J J
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T
EXHIBIT "B"
TMC
PARCEL
i1 X40'39'15 "W 389.69
I CONTAINING: 15.488 ACRES +1
s` LOCK 10
17
I/H
1 —E -1.1
0, R,
CURVE TABLE
�o
VAR. f ; PORTIO>�1
DELTA
03 °28';0"
RADIUS
1740.00'
LENGTH
105.53'
C2
00 034'01"
1740.00'
17.22'
C3
05 417'05"
1147.00'
105.79'
C4
10 620'02"
156.00'
28.14'
N
�rJ �
174.00'
31.47'
I
Lr l
,J
V
I
I
�
9`' 1
1
CD
I
!o
N46°12'31 "E
��
M
{RAD) PCC�
/�
N45 °38'30 "E
'i3
{RAD) 1R1/1NE
SUDI�I1510N
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w
M.R.M.
PARCEL
L
JN
— — — — —
I INSTRUMENT NO. 20040003693761
N
r__l
—\I
`42 °39'01 "W
S39 51 45 W 305.52
w
!� {RAD} �
°'. Co_
u7
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T
EXHIBIT "B"
TMC
PARCEL
i1 X40'39'15 "W 389.69
I CONTAINING: 15.488 ACRES +1
s` LOCK 10
17
I/H
1 —E -1.1
0, R,
CURVE TABLE
N0.
Cl
DELTA
03 °28';0"
RADIUS
1740.00'
LENGTH
105.53'
C2
00 034'01"
1740.00'
17.22'
C3
05 417'05"
1147.00'
105.79'
C4
10 620'02"
156.00'
28.14'
C5
10 °21'42"
174.00'
31.47'
SHEET 10F 1 SHEETS
I.LA NNINp 0 d. a1.+N ■ C0N"Y"L[TIgN
W23 ALTON PARKWAY
"F_ CAt.FOFFIA 92619-2027
C 13 N 13 U LTI N E3 9ID4723905 . FM 90472AM . ,,,,,,,nom,
DECEMBER 3. 2013 10- 104755/10- 107351
" V A4^'IIUIUr,"]-%LA -%MAMNCWMIBIT $\7351- EX- TARC_AREA_MjD YC WHYSLNYERSA4 12/3/13 616 mI
Exhibit C
Form of City's Special Warranty Deed (City Property)
City/KR Draft
12 -09 -13
FORM OF SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED, made effective this day of
20[r], from the CITY OF TUSTIN, CALIFORNIA (the "Grantor "), to the UNITED STATES
OF AMERICA, acting by and through the Seuretary 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 assns 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]
4� 52- 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
of the City of Tustin, on behalf of the City of Tustin.
Notary Public
My Commission Expires:
4x52-281%-6070.1
20 ,
EXHIBIT A
LEGAL DESCRIPTION
45* -28xf -6070.1
EXHIBIT B
EXCEPTIONS
4852- 2886 -6070.
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 goss 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 iTi
the Exchange Agreement, the receipt of all of which is hereby acknowledged, does hereby REMISE,
RELEASE, AND FOREVER QUITCLAIM unto the GRANTEE, its successors and assigns, all its right,
title, and interest in the property situated, lying and being in the County of Orangae, in the State of
California, known a� 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 existinv restrictions, reservations, covenants, conditions, and
easements, includin.• 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 singular the appurtenances thereunto belon,-ing 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, �.nd 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 followins, 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 the FOST CERCLA/Other 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 tine deed upon completion of the FOST.
3. RIGHT OF ACCESS
The "Right of Access "provision setforth in the FOST CERCLA/011ser Deed Provisions Enclosure will
be incorporated into this section of the deed upon completion of the FOST.
4. "AS IS"
The "As Is "provision set forth in the FOST CERCLA/Other Deed Provisions Enclosure will be
incorporated into this section of the deed upon completion of floe FOST.
5. HOLD HARMLESS
If required by the FOST CERCLA/Other 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 CERCLA/Other Deed Provisions Enclosure, a "Past- Transfer Discovery of
Contamivatros "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 CFRCLA/Other Deed Provisions
Enclosure ovill be incorporated into this section of the deed topon completion of the FOST. The FOST
Environmental Protection Provisions will be attached as an exhibit to the deed upon completion of the
FOST.
8. NOTICE OF WETLANDS
As of November 1, 2007
If required, a "Notice of Wetlands "provision will be incorporated into this section of the deed upon
completion of floe 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 floe FOST, a "Notice of Archeological Property and Preservation Covenant "provision
will be incorporated into this section of the deed upon canpletiou of the FOST.
11. ENDANGERED SPECIES ACT
If required by the "Endangered Species Act ", and as coordinated ivith 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 obli],,,ations 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 A.,�sistant Secretary of the Army for Installations and Housing (I &H)), this the _ _ day of
201.
UA
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 before 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 i�-
subscribed to the forgoinu document, who acknowledged that the signature on the document was
voluntarily affixed by him for the purposes therein, on this date, and acknowled .ed the same for and on
behalf of the UNITED STATES OF AMERICA.
Notary Public
Notary Rq -.istratpon No.
My Commission Expires:
(IMPRESS YOUR OFFICIAL NOTARY PUBLIC SEAL OF OFFICE ON THIS CERTIFICATE
OF ACKNOWLEDGMENT)
As of November 1, 2007
ACCEPTANCE BY GRANTED.
Nance 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 )
1, the undersigned, a Notary Public in and for the State of California, 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 acknowled .ced the same for and on behalf of the [Name of Grantee].
My Commission Expires:
EXHIBITS
A - Legal Description
B - Environmental Protection Provisions
Notary Public
5 As of November 1, 2007
CORPORATE ATTORNEY'S CERTIFICATE
I, _. _ _ _ , acting as attorney for [Name of Grantee] , herein
referred to ah the "GRANT LE," 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 Iegal and binding compliance obligation of the GRANTEE in accordance with the
terms thereof.
Dated at this day of , 200_
UZ
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
Appropriate Officer
(AFFIX CORPORATE SEAL)
I ime) certify that I am the Clerk of and
that , who signed the foregoing instrument 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 the FOST upon corupletiou of the FOST.
As of November 1, 2007
Exhibit E
Letter Agreement
City of Tustin 712512013
LETTER AGREEMENT
BETWEEN
THE UNITED STATES ARMY
AND
CITY OF TUSTIN, CALIFORNIA
This Letter Agreement (LA) is made as of the I!Z� 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(x),
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:
I. 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 Euchange 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 terns 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 funds 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 Govenunent 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 -MI- 8068-3
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 -99bt 4w.i
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 Government 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.
S. 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 Govemment is liable.
C. 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 - 99614068,3
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.
9- 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) time 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 for 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 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.
[Signature Page Follows]
4842 -9961 -8068 3
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: 4
ZL'12�
NAME: SHARON CAINE
TITLE: Chief, Real Estate Division
USAGE, Sacramento District
DATE:
49CM6x -4068.3
CITY OF TUSTIN
6;la-
C. PARKER
City Manager
LETTER AGREEMENT BETWEEN THE UNITEDATATES 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
$8,000
Due Diligence
$5,000
Audit
$5.000
TOTAL
$87,000
Prepared in accordance with Department of Defense Financial Management Regulation,
Chapter 1, Volume 11 A.
Note: This list and the lime 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 - 4961 -8068 3
LETTER AGREEMENT BETWEEN THE UNITED STATES ARMY AND CITY
OF TUSTIN, CALIFORNIA
ATTACHMENT' "B"
Description of Tustin Army Reserve Center
4842.49614064,3
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LETTER AGREEMENT BETWEEN THE UNTIED STATES ARMY AND CITY
OF TUSTIN, CALIFORNIA
ATTACHMENT "C"
Description of City Real Property
4942-9961408 3
maBKF
_m WARNER P�;tCLL
'loo t, CA
1Porttm ofAPN: 430- 283 -16 mW 430 - 283 -18
May 15, 2013
BKF No. 20122005-13
Page 1 of 2
Real Property situated m the City of Tustin. County of Orange. State of California, descnlmd as follows:
BEING a portion of PARCEL I E -2 as said parcel is descdbod in that Certain document entitled "QUIT
CLAIM DEED E AND ENVIRONMENTAL RESTRICTION PURSUANT 70 CIVIL ODDE
SEC770N 1471" file for record on May 14,2M in DocumentWo. 20020404595, -
AND ALSO being a portion of PARCEL I E -1.1 f ae said parcel is desen'bed in brat cmrtain documw
entitled "QUIT CLAIM DEED AND ENVIAONMMffAL RESTRICTION PURSUANT TO CIVIL,
CODE SEC71ON 1471" filed for record on April 29. 2004 in Dommumt No. 2004000369376, records of
Orange County. morn particularly described as follows;
BEGINNING at the nor*kwly terminus of the westerly line of said PARCEL 1 -E.2, as said line is
described as North 03 °57137" West, 29.63 feet
Thenee along the northwesterly line of said PARCEL I-E-2, the following five (5) courses:
1. North 4003739" EmA 50.00 fe ek
2. South 49°2271" East, 12.00 £Ceti
3. North 40°37'39" East,180.00 fee,
4. North 49°2271" West, 12.00 freer;
5. North 40°3739- East, 34398 feet;
Thence leaving last said Ime, South 49°2045 - East, 719 34 foot;
'Thence South 40°394M Wass. 20.88 feet;
Thedoe: South 49°20'45' East, 213.37 feed to the Boutheasterly line of said PARCEL, I I -1.1;
Thence along said southeasterly line the following three (3) ooursees:
1. South 39051450 West, 305.52 feet;
2. South 50008'150 Bask 173.88 feet;
3. South 40°3715" West, 359.25 feat to the aoathwesterly Una of said PARCEL 1- 1;
Thane leaving last said line and along said southw teterty line of PARCEL, lE-1.I and continuin on
the southwesterly Jim ofsaid PARCEL 1E-2 the following thirteen (13) c
Page 1 of 2
1. North 48032152" West„ 200.55 feet to the begiapiag of a tangent curvy cMcave to the northeast,
having a radius of 2,285.06 fect;
2. Abng said cm ve, through a central angle of 00°43'09 ", for an am length of 28.68 Meet;
3. North 40°5078" East, ,21.07 feet;
4. North 49009'32' west, 15.93 feet;
5. South 4005078" West. 20.64 fed to the beginning of a non- tangent curve a mcave to the
northeast, having a radius of 2,285.06 feet, to which point a radial line bears Sou& 42o34,15"
West;
6. Nwiltwesterly Aing said curve, through a oomtral angle of 0402996". for as we length of 17920
7. Naath 42°56'09" West; 393.18 feet to the beginning of a tang=t curve concave to the wu&wes%
having a radius of 2,415.06 feet;
8. Along said curvy, through a central angle of 01048'540, for an are length of 76.50 fact to the
beginning of a reverse curve having a radius of 59.00 %cf;
9. Along said revem curve tbmg;b a central angle of 06°23'18 ", far an arc length of 6.58 feet;
10. North 38°21145" West, 88.05 feet to the beginning of a tangent carve co wave to the southwest,
having a radius of 59.00 feet;
1 i. Along said curve, through a central angle of 10 °1 1'0? ", for an arc Iength of 10,49 feot;
12. North 48°32'52" West, 94.67 feet;
13. North 0305737* West, 29.63 feet to t1e POINT OF BEGINNING.
Containing an area of 653,400 square feat, 15.000 avrea more or less.
Being a portion of Assassar's Parcel Numbers 430 - 283 -14 and 430 -283 -18
As ahowu on EAM "B" attached herefio and made a part hereof
For: BU Engineers
By.
Davis Thresh, P.L.S. No. 6868
License expires: 09-30 -2014
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PARCEL I- E 2
DOC. NO. 20020404325
APN. 430- 283-18
LEGEND
ppm ASSESSOR PARCEL NUMBER
P.O.B. PCWT OF BEGINNING
PARCEL 4 -E -1.1
DOC. NO. 2004000369376
R- 2285.06'
6°49'36"
L- 179.20'
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i7. k SUITE 920 AREA �A
BRF .i
714-415-0500 By Job No. Date �— Chkd.]�IS�
A�fiwm„R�II�mIe1wlx 714- 415-059e (FAX) SHEET] 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
4842-9961 -80683
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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
Army: United States of America, acting by and through the Department of the
Army, Army Corps of Engineers ("Army').
City: 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
Exhibit A ( "Reserve Center Parcel').
Approximately 15 gross acres (15 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.
4815.21754132.2
Summary of Exchange Terms and Condidons
Army Reserve Center at MCAS Tustin
Page 2.
1 Condition of
2 Property:
The City and the Army shall each have an opportunity to inspect and
3
investigate the condition of the various properties prior to the execution of
4
5
any binding Exchange Agreement. Accordingly, the Reserve Center
Parcel and the City Parcel shall each be transferred in an "as -is" "where -
6
is" condition, remediated to industrial standards, without regard to the
7
underlying condition of the property or its suitability for its intended
8
purpose. Nevertheless, nothing in this Summary of Exchange Terms and
9
Conditions shall waive or otherwise modify the obligations of the parties
10
under CERCLA or other provisions of law.
11
12 Administrative
13 Costs:
14
The City agrees to compensate the Army for the Army's reasonable
agreed upon administrative costs pursuant to section 2695 of title 10,
15
16
United States Code, and that certain Letter Agreement Between the
United States Army and the City of Tustin, California dated Ivy 30.
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2013, in an amount not to exceed one hundred seventy thousand
($170,000.00) dollars, unless mutually agreed upon.
19
20 Exchange
21 Agreement:
This Summary of Exchange Terns and Conditions shall be non - binding
22
and shall have no force or effect in law or equity. Following appropriate
23
regulatory review and approval by the Army and the City, the Parties will
24
25
negotiate and execute the following binding agreements with respect to the
exchange:
26
27
1. Exchange Agreement — Following the negotiation of satisfactory
28
terms and conditions, and following appropriate Army and City
29
30
approvals, the Army and the City will prepare and execute a
31
binding Exchange Agreement setting forth the terms, conditions
and schedule for the exchange of the Reserve Property Parcel for
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the City Parcel. The Exchange Agreement shall include as
34
exhibits, among other things, the Quitclaim Deeds and Lease
described below.
35
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2. Quitclaim Deeds — The Army shall convey the Reserve Center
37
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Parcel to the City by quitclaim deed satisfactory to the City
meeting the technical requirements necessary to be recorded in the
39
State of California that convey the Army's right, title, and interest
40
to the Reserve Center Parcel to the City ( "Reserve Center Parcel
41
Quitclaim Deed"). The City shall convey the City Parcel to the
4813 - 217541322
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
5
Parcel to the Army ( "City Parcel Quitclaim Deed"). The
6
Quitclaim Deeds shall include all necessary reservations,
easements, covenants, conditions and notices.
7
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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
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the Army constructs the new Army Reserve facilities on the City
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Parcel ("Lease').
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If the Army does not vacate the Reserve Center Parcel and
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
29
The specific terms and conditions of the Lease will be
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
timeframe 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.
4815-21754132.2
Summary of Exchange Terms and Conditions
Army Resery Center at MCAS Tustin
P -e4
1
2
The Army shall transfer to the City at such Closing:
3
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1. The Reserve Center Parcel , as set forth on Exhibit A by Reserve
5
Center Parcel Quitclaim Deed;
6
2. All necessary access and other required easements and rights of
7
way-, and
8
3. The personal property appurtenant to the real property by Personal
Property Bill of Sale.
10
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The City shall transfer to the Army at such Closing:
12
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1. The City Parcel, as set forth on EKhibit B by the City Parcel
14
Quitclaim Deed;
15
2. All necessary access and other required easements and rights of
16
way;
I7
3. The personal property appurtenant to the real property by Personal
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Property Bill of Sale; and
19
4. The Lease of the City Parcel to the Army.
20
21 Additional
22 Provisions:
The Exchange Agreement will include all provisions required by law and
23
regulation, including, but not limited to:
24
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1. Formal approval by the Army and the City;
26
2. Closing language and delivery requirements;
27
3. Quitclaim Deed conveyance schedule, if multiple closings are
28
necessary;
29
4. Lease -back of City Parcel to the Army, with schedules and
30
termination date;
31
5. Time is of the essence;
32
6. Deed covenants, conditions, notices, reservations, restrictions and
33
easements that run with the land, including those covenants and
34
notices required by the Comprehensive Environmental Response,
35
Compensation and Liability Act ( "CERCLA ");
36
7. Detailed description of the Reserve Center Parcel;
37
8. Detailed description of the City Parcel.
38
39 Environmental
40 Review:
In the event the Army notifies the City that the Army has determined that
41
supplemental environmental review is necessary pursuant to the National
4815 - 2175 -41221
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Summary of Exchange Terms and Conditions
Army Reserve Center at WAS 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
I [Ci ager]
Date:
48I5 -21754 132.2
Reserve Center Parcel
City Parcel
APPROVED:
UNITED STATES OF AMERICA,
BY U.S. ARMY CORPS OF ENGINEERS
Real Estate Contracting Officer
t
Date:
WITNESS:
EXHIBIT A
"RESERVE CENTER PARCEL"
SMMT I ar 1
01M M I
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RECORD OF SURVEY
NO. 99 -1041
COUNTY O1NORAMOL{'V,,01 rOfTCAt1�00N1A
f7. I,, INQ t SUIDIVISION. PORTION BLO
EXHIBIT B
"CITY PARCEL"
m"aBkF
FNitllcFitriq�
W P L
Tustin, CA
lortlaa 0 APN: 00-U 3-1 b md 430- ?.83 -18
May 15, 2013
BKF No. 20122006 -13
Page 1 of 2
Real property arnrated in the City of Twin, County of Orange, State of California, descd6ed as follows:
BEING a Portion of PARCEL I -lit a8 said parcel is de mlW io that certain document entitled "QUIT
CLAIM DEED E AND MUONM6NTAL RESTRICTION PURSUANT TO CIVIL CODE
SBC77ON 1471" file for record on May 14, 2002 in Document No. 200x0404595, ' .
AND ALSO being a podtlon of PARCEL I E-1.1 f as said parcel is described in that certsin document
entitled "QUIT CLAIM DEED AND ENVIRONMENTAL RESTWCTION PURSUANT TO CIVIL,
CODE SECTION 1471' filed for record on April 29, 2004 is Document No. 2004000369376} ids of
Orange County, acorn particularly described as follows;
BEGINNING at the nortbaly terminus of the westerly line of said PARCEL M2, as said line is
described as North 03 °57'37" West, 29.63 fete;
Thence along tho northwesterly line of said PARCEL I -E 2, the fol owing five (5) coven=
1.
North 40°3739"
East, 50.00 feed
2.
South 49°2271"
East, 12.00 feet;
3.
North 40 03739"
East, 180.00 feet;
4.
North 49°2221"
West, 12.00 feet;
5.
North 40°3739"
East, 343.98 fact;
Thence leaving last said line, South 49°20'45" East, 718.34 feet;
Thence South 40039107" Wgs% 20.88 feet; '
TWce South 49°20'45" East, 213.37 Beet to the southeasterly line of said PARCEL I E-1.1;
Thence along said souuheasterly line the following three (3) courses:
I. South 39051145" West, 305.52 het;
2. South 50°08'] 5" East, 173.88 feet;
3. South 40°39'1 5" West, 339.25 feet to the southwesterly line of said PARCEL, L E -1.1;
Thence leaving last said Hoe and along said southwesterly tine of PARCEL 1 E-1.1 and continuing along
the southwesterly line of said PARCEL I -E-2 the following thirteen (13) courses:
Parr oft
L North 4$032'52" Was% 200.55 feet to the beginning of a tangent curve concave to the northcart,
having a radius of 2,285.06 feet;
2. Along said arm through a central angle of 000439W, for an aro length of 28.68 feet;
3. North 40 030"28* Fast X1.07 feet;
4. North 49009'32" W=41593 feet;
5. South 40°5078" West, 20.64 feet to the beginning of a non-langent curve Concave to the
nmdmst, lsavidtg a radios of 2, 285.06 feet, to which point a radial line bears South 42 °34'15"
Weal;
6. Northwesterly along said curve, through a cxeiral angle of 0402936 ", for an arc kugth of 179.20
&:
7. North 42 056'09" West; 393.18 feet to the beginning of a tmWmt curve concave to the southwest,
having a radius of 2,415.06 feet;
S. Along said curvet through a central angle of 01048'540, for an are length of 76.50 feet to the
beginning of a mversa curve having a radius of 59.00 feet;
9. Along said reverse curve through a coral angle of 06°23'18 ", for an arc length of 6.58 feet; .
10. North 38°21'45• West. 88.05 feet to the beginning of a tangent curve concave to the southwest,
having a radios of 59.00 feet;
11. Along said Curve, dnrottgh a central angle of 10 °11V? ", for an are lei of 10.49 fect;
12. Noah 48°32'52" West, 94.67 fat; -
13. North 0305737" Wort, 29.63 fat to the POINT OF BEO NMO .
Containing an area of 653,400 square 5eet,15,000 acres more or less.
Being a poAm of Assessor's Parcel Numbers 430 - 283-16 and 430 -283 -18
As shown on MdMit"B" stimebed berets and etude a part hereof.
For BKF Engineers
By.
Davis Thresh, P.L.S. No. 6868
License expires: 09-30 -2014
Date:
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4832'52 W 94.67'
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AREA A
SM400 sq. ft.
15.000 ac us+
PARCEL I-E -2
DOC, NO. 20020404595
APN: 430 - 283-18
LEGEND
APN ASSESSOR PARCEL NUMBER
P.O.B. POINT OF BEGD*M11G
PARCEL I -E -1.1
DOC. NO. 2004000369376
S R-2285.06
A=4 '2936
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600 SOUTH MAIN STREET Subject N: OWILA
�$i SURE 920 A
.�s43�+�i ORANGE. CA 92888 Job fro. - -- -
111VII :� 714- 415 —M @Y BL�..� Date Chkd.i�S
ia�eils�w[wa•� 714 -415 -0599 {FAQ SHEET 1 OF 1_
Exhibit F
Form of Government Lease of Leaseback Facility
Standard Form 2 -B
February 1965 Edition U.S. GOVERNMENT
General Services Lease for Real Property DATE. NO,
Administration DACW
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 of TUSTIN, CALIFORNIA
1. LOCATION OF LEASED PREMISES: 2345 Barranca Parkway, Tustin, California
2. DESCRIPTION OF PREMISES:
Leased premises occupy a 16.7 acre parcel in the City of Tustin, California, designated as Assessor's Parcel Number
(APN) 434- 021 -22. The leased premises include an approximately 32,460 ,,quare foot brick administrative building,
and a 9,760 square foot service and maintenance building, together with parking and yard areas covering [the ent,re
parcel] [11.5 net acres of the parcel], all as more particularly described and delineated in Exhibit 1, at; ached hereto.
The leased premises shall be known as the "Leaseback FaclKy."
3. TERM:
(a) To have and to hold the Leaseback Facility, together with all appurtenance-s 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 Assessor's Parcel Number 434 - 021 -22 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, dated The commencement date of th -s Lease is also called
the "Closing Date."
(c) The Government shall have four consecutive one year options to extend this Le. 3se (the "Option Years) "), 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 writ-en 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, unless a "Municipal Utilities Delay," defined below a,
Paragraph 5(c)(iv), postpones completion and occupancy of the Government's Replacement Fac lity and forces the
Government to remain in the Leaseback Facility beyond sixty months from the commencement date 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 force except payment of rent, which rental obligation shall remain suspended
until the Government can take prompt occupancy of the Replacement Facility.
(d) Unless otherwise previously term.nated, th,s Lease shall Terminate ninety (90) days after the date the Government
acknowledges to the Lessor in writing that the Replacement Facility a, Warner Avenue and Red Hill Avenue, Tustin,
California is complete and habitable, or sixty or more months after the commencement date of this Lease, per terms
of Paragraph 3(c), above, whichever occur. 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 .n 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 Stales in violation of the
Ant;- Deficiency Act (31 USC 1341).
4. TERMINATION:
The Government may terminate this lease 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 mK y terminate this lease in the
event the Government commits a material breach of this lease which the Government fads to cure within sixty (60)
calendar days after receipt by the Government of written notice from the Lessor identifying the nature of the breach. If
the Government fails to cure its material breach of this Lease within sixty days of receipt of written notice from Lessor,
the Government shall cease occupancy of the Leaseback Facility sixty (60) days thereafter.
if, however, such breach is no' reasonably susceptible to cure within such sixty (60) day period, the Government shall
have such longer period as may be necessary to cure such default, upon advance approval in writing from the Lessor
whose approval shall not be unreasonably withheld, so long as the Government commences curing such default
within the initial sixty (60) day period and diligently prosecutes such cure to completion in accordance with a schedule
provided to the Lessor and approved in writing by the Parties.
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 federal Prompt 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 to "City of
Tustin" by the Corps of Eng neers Finance Center, ATTN: CEFC -AO -P, 5270 Integrity Drive, Millington, TN 3805,4-
5005. In accordance with the Anti - Deficiency Act, Public Law 97 -258 as amended, an officer or employee of she
United States may not obl,gate the Government for payment of money exceed ng 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 re a ns the right to terminate this lease based on the lack of appropriated or alloca•ed funds.
(b) No rental payments shall be due the City for the Government's occupancy of the Leap eback Facility during the
-nitial term or during the first two Opt on Years, for a total of three years from the Closing Date, or longer if an
E xcusable Delay occurs, as defined in Paragraph 5(c), below. And in the event mitigation of inferior soil conditions on
the Replacement Facility parcel requires significant additional funding to complete construct:on, the period during
which no rental payments are due may be extended for up to an additional six months beyond the three year period
defined above, but only upon delivery of a written statement from the Government showing tha, the process of
obtaining add-1onal funds has materially delayed completion of the Replacement Facility, together mirth a detailed
statement explaining the actual or anticipated period of funding- related delay.
(c) An "Excusable Delay" is defined as (i) a Force Majeure delay, (ii) a Regulatory Delay, (I:) a Construction Delay,
(iv) a Municipal Utilities Delay, or (v) an Unforeseen Site Condition delay (exclusive of soil condit:ons, which are
known) that adds time to the design, permitting or constru&Ion 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
Facil ty due to the occurrence of one or more of the five identii led categories of delay, defined as follows:
(i) As used herein the term "Force Majeure Delay" shall mean any significant delay to design or construction of
the Replacement Facility arising from act of God, adverse weather conditions, war, invasion, insurrection, acts
of a publ;c enemy, riot, mob violence, civil commotion, fire or other casualty, sabotage, strikes, lockouss, labor
dispwes, 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 disrupt:ons.
(i i) As used herein the 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 {he 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 Facili� y.
(ii ) As used herein the 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 delay, arising from factors beyond 'he
Government's control, in the City's completion of one or more of the following seven (7) listed utilities at the
Replacement Fac.l-ty, when said delay makes the Replacement Facility unusable for normal occupancy by the
Government during the Initial Term or any renewals thereof because of the unavailability of a listed utility facility.
Aoe :ordin I the Cl shall ensure that operable wet utilit facilities water, sewer, storm drain and o erable d
utility facilities (electricity, gas, communications cable) are completed as soon as practicable within the planned
extension of Warner Avenue east of Red Hill Avenue, with connection stubs located in the City's Warner Avenue
right -of -way contiguous with the Replacement Facility.
The seven municipal utilities shall have capacities equal to or greater than the following minimum standards:
(A)
Fire water:
1,160 GPM @ --54 psi
(B)
Domestic water:
110 GPM (peak)
(C)
Reclaimed water:
120 GPM (peak)
(D)
Sanitary sewer:
175 GPM (peak)
F-)
Natural gas:
1,500 cubic feet per hour (peak demand)
(F)
Electricity:
1,OOOkVA service transformer with 480Y1277V secondary
(G)
Communications cables:
12 strand single mode fiber cable and 50 pa:r copper cable from service
provider connection point
(v) As used here n, the term "Unforeseen Site Condition Delay" shall mean the discovery by the Government or
its contractors of a site condition at the construction site for the Government's Replacement Facility, other than
the presence of soil with inferior load bearing strength, that cannot be addressed without accommodations in
planning and construction that cause a material delay to completion of the Replacement Facil-ty.
(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 s,x 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 number of days that the Government
is delayed in occupying the Replacement Facility due solely to such Excusable Delay.
(e) If the Government exercises its third option to extend this Lease, the Government shall pay the City, in arrears: a
monthly rental 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.
(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 d ffereW 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.
(i) 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 mon! hly 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 Facil!ty, provided that h;s determination shall be limited to a rental value within the
range of values between the value set in each of the two original appraisals. The umpire appraiser's final
determination of the fair market monthly rent for the Leaseback Facil;ty 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 during the third Option Year shall be adjusted by the net change in the Consumer Price Index for All Urban
Consumers (CPI -U), All Items, recorded at the end of that year, and pertain ng to Tustin, CA, and which has been
issued by the Bureau of Labor Statist.cs of the United States Department of Labor. If the CPI -U is discontinued,
the Parties may subst;tute the CPI -U with another comparable index published by an agency or department of the
United States. 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.
7. SPECIAL OR OTHER PROVISION(S) AGREED UPON:
(a) LESSOR'S RIGHT TO INSPECT: In accordance with the terms of a Right of Entry executed by the Government
in favor of the Lessor, and attached hereto as Exhibit_ _, the Governmen-' agrees to permit Lessor- or 1.s authori --ed
representatives, access to the Leaseback Facility a, all reasonable times during usual business hours for reasonable
purposes, including site and building inspections, testing of materials, architectural design and planning, etc.
Inspections by the Lessor and its authorized representatives shall be conducted at the Lessor's sole rsk.
(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 rema,n 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, repa.r any damage
caused to the Premises by reason of the removal of any of its specialized equipment, or other permanen.ly affixed
personal property as described above, normal wear and tear excepted, unless the Lessor agrees in wreing to waive
such duty to repair.
(c) REDELIVERY OF PREMISES: The Government agrees to deliver to Lessor physical possess on of the
Leaseback Facility in good condition promptly after the expiration of this Lease, includ ng any option period exercised
by the Government, or after early termination of this Lease, or at the end of any extem.,on of 'his Lease arising from
an Excusable Delay, reasonable and ordinary wear or tear and damage by the elements, or by circumstances over
which the Government has no control, excepted.
(d) WALK THROUGH AFTER LEASE TERMINATION. As soon as practicable after the Government permanen ly
vacates the Leaseback Facd.ty, the Lessor and the Government shall conduct a walk- through of the Leaseback
Facility to review the condition of the premises for the purpose of identifying any repairs the Government may be
required to make under the terms of this Lease. In the event the Lessor expects to either demolish or to substant ally
alter the Leaseback Facility, the Lessor, in good faith, shall not require the Government to make repairs of no lasting
value to the Lessor. Accordingly the Parties shall prepare a checklist only of repair items of lasting value �o the
Lessor, if any, and shall agree upon a date by which any such repairs must be completed by the Government, at its
sole expense.
CITY OF TUSTIN, Le ,,sort
BY: [City's author.-..d aigndrory to be determined]
UNITED STATES OF AMERICA, Lessee-
By: [Government s authorized signa ory to be determined]
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 .he cond oon of the
Premises. The Lessor makes no warranty or representation that the Premises are habitable or suitable for the:r
intended purposes. The Lessor and the Government understand 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 maintain and repair, at its expense, the Leaseback
Facility in good repair and tenantable cond -tion during the cont; nuance of this Lease. The Government, as Lessee,
agrees that during the :erm of th.s Lease, the C-ty, as Lessor, shall have no obligation whatsoever for maintaining the
Leaseback Facility.
B. DAMAGE BY FIRF- OR OTHER CASUALTY. If the { aid prem. -e, by dc rm !d b fire or other casualty this lea e
shall immediately terminate. In ca „e of partial destruction or damage, so as to render the premises untenantable, a:}
determined by the Government, the Government may terminate the lease by giving written notice to the Lessor within
fifteen (15) day:- thereafter; ;f 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. The
Government shall bear no obligation to the Lessor to repair or restore the premises in the event of damage to or
destruction of any portion of the Leaseback Facility, unless said damage or destruction results from the negligence or
misconduct of the Government. The Government's Lability under thrs clause may not exceed the appropriations
available for any such payment, as provided in Paragraph R, below.
C. ENVIRONMENTAL CONTAMINATION. The Government is liable under th,s Lease and at law to remedy any
environmental contamination resulting from its use of the Leaseback Facility.
D. ALTERATIONS. The Government may make alterations, attach fixtures or signs and erect structures in or upon
the Leaseback Facility, all of which shall be the property of the Government.
E. 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 th.s provision shall
not be construed to extend to this lease contract if made with a corporation for its general benefit.
F. APPLICABLE CODES AND ORDINANCES. The Lessor, a4 part of its rental consideration. agre(-s to comply with
all codes and ord- nances appl cable to he ownership and operation of the Leaseback Facility, and to ob, zin all
necessary perm,ts and related items, at Lessor's expense.
G. LESSOR'S SUCCESSORS. The terms and provisions of this lease and the conditions herein shall b. nd the
Lessor, and the Lessor's hers, execua.ors, adm,nistrators, successors, and assigns.
H. COVENANT AGAINST CONTINGENT FEES. The Lessor warrants rhat no person or sell ng agency has been
employed or retained to solicit or secure th s lease upon an agreement or understanding for a comm,ss on,
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 th$s
warranty the Government shall have the right to annul his lease without liability or in its d.scretion to deduct from the
rental price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage or
contingent fee. (Licensed real estate agent, 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.)
I. FACILITIES NONDISCRIMINATION.
(1) As used .n 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 it will not discriminate by segregation or otherwise against any person or
persons because of rice, creed, color, religion, sex or national origin in furnishing, or by refusing to furnish, to such
person or persons the use of any facility, including any and all services, prvileges, 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) I± is agreed that the Lessor's noncompliance with the provisions of this section shall constitute a
material breach of this Lease. In the event of such noncompliance, the Government may take appropriate action to
enforce compliance, may terminate this Lease or may pursue such other remedies as may be provided by law. In the
event of term;nat on, the Lessor shall be I-able for all excess costs of the Government in acquiring substitute space,
including but not limi{ -d to the cost of moving to such space. Substitute space shall be obtained in as close proximity
to the Leaseback Facility as is feasible and moving costs will be limited to the actual expenses thereof as incurred.
J. EXAMINATION OF RECORDS. (NOTE: This provision is applicable if this lease was negotiated without
advertising.) The Lessor agrees that the Comptroller General of the United States, or any of his duly authorized
represenWbves shall, until the expiration of 3 years after final payment under this lease, have access to and the righ'
to examine any directly pertinent books, documents, papers, and records of the Lessor involving transactions related
to th s lease.
K. INSTRUCTION”. Whenever the lease is executed by an 4ttorne , a en., or o--her per, on, or cor orat -on on
behalf of the Lessor, the name of the Lessor shall appear above the signature of the person signing.
L. 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 dupl,cate 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.
M. The Government shall at all times during the period of this Lease comply with the provisions of all applicable laws,
regulations and standards which are or may become applicable to the Government's use of the premises.
N. 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 pa;d the Lessor by the Government. The Government remains
solely respons ble for paying directly all utility costs ar -sing from its use of the Leaseback Facility.
O. The Lessor agrees to waive all restoration costs of the Leaseback Facility at the termination of said lease.
P. It is understood and agreed that the Leaseback Facility will be maintained in a clean and sanitary condition, free
from pests, and that the Government will provide pest control measures and pesticides that conform to local health
department regulations.
Q. It is understood and agreed that the Government will assign the Leaseback Facility to military personnel in
accordance with Executive Order No. 11246 of 24 September 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.
R. The Government's lability under this Lease may not exceed appropriations available for such payment and
noth ng conta ned in this Lease may be construed to imply 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.
S. 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, Atin: 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.
T. To the extent required by law and regulations, this contract is subject to the procedures of the Contract Disputes
Act of 1978.
U. Nothing in this lease may be considered a wa ver by the Government of any remedy available to the Lessor under
the Federal Tort Claims Act.
Exhibit G
Landscape Agreement
EXHIBIT G
AGREEMENT TO INSTALL AND MAINTAIN INTERIM LANDSCAPING
This agreement to install and maintain interim Iandscaping improvements (the
"Landscape Agreement ") is entered into as of , 2014, by and
between the UNITED STATES OF AMERICA, acting under authority of 10 USC § 18240, by
and through the Deputy Assistant Secretary of the Army (Installations, Housing & Partnerships)
(the "Government ") and the City of Tustin, a California municipal corporation (the "City "), for
the purpose of setting forth the Government's agreement to install and maintain certain interim
landscape improvements for the benefit of the City within the area described herein as part of the
consideration of an exchange of real property as set forth more particularly herein. The City or
the Government may also be referred to below as a "Party," or collectively as the "Parties."
RECITALS
A. The Parties entered into an Exchange Agreement dated _ _ 92014,
whereby the Government agreed to convey certain land and improvements to the City, in
exchange for certain land owned by the City.
B. As part of the consideration for the Exchange Agreement, the Government has
agreed to install and maintain certain landscape improvements, as more specifically set forth in
this Landscape Agreement, to be made to that certain property located on the northeast corner of
Warner Avenue and Red Hill Avenue a,� shown on the attached Exhibit "A" (the "Property ")
upon which the Government will construct a new Army Reserve Center (the "Replacement
Facility ").
B. Upon completion of the Government's obligations under this Landscape
Agreement, the City shall either assume maintenance of the Interim Improvements and /or install
and maintain its own permanent landscape improvements within the Property pursuant to a
reservation of a non - exclusive landscape and maintenance easement along the Property's
frontage abutting Red Hill and Warner Avenues, depicted on the map and described in the Iegal
description attached hereto as Exhibit "B" (the "Landscape Easement').
NOW, THEREFORE, in consideration of the above recitals, and for good and valuable
consideration as more specifically set forth in the Exchange Agreement, the receipt and
sufficiency of which is hereby acknowledged, the City and the Governmen t agree as follows:
AGREEMENT
I. The Government's Landscape and Maintenance Obligations —
(a) Area to be Iandscaped by the Government:
Upon written request from the City, to be tendered not later than the date the
Government substantially completes construction of the Replacement Facility, the
Government shall install landscaping improvements along the Property's Red Hill
Avenue frontage, extending southeastward from the existing curb line of Red Hill
gl)K642.1 Page 1 of 3
Avenue across the contiguous City right -of -way (over which the Government, as a
contiguous landowner, retains a rij -ht -of -entry by operation of law) to the interior
Perimeter of the Landscape Easement, hereafter called the "Red Hill Avenue Interim
Landscape Improvement Area," as depicted on the attached Exhibit "C."
(b) Interim landscaping to be installed by the Government.
The interim landscaping improvements shall consist of necessary soil preparation,
hydro -mulch seeding of appropriate grass seed, and establishment of living grass
cover within the Red Hill Avenue Interim Landscape Improvement Area, and is
hereafter called the "Interim Landscaping."
(c) Maintenance to be provided by the Government:
The Government shall water and mow the Interim Landscaping on a regular basis and
shall maintain the Interim Landscaping in generally healthy condition and good repair
during the period of the Government's landscape maintenance obligation. All repairs
to the Interim Landscaping shall be equal in quality to the original Interim
Landscaping.
(d) Duration of the Government's landscape maintenance obligation:
The Government shall maintain the Interim Landscaping for a period of twelve
months after installation of the Interim Landscaping, or until the City begins
construction of the planned widening and improvement of Red Hill Avenue at the
frontage of the Property if the City commences said improvement work before the
Government's twelve month landscape maintenance obligation period has lapsed.
2. General Provisions —
(a) Assignment:
This Landscape Agreement is binding on and shall inure to the benefit of each of the
Parties hereto and to their respective successors and assigns.
(b) Notices:
All Notices required or permitted under this Landscape 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:
If to the City: City of Tustin
300 Centennial Way
Tustin, CA 92780
Attention: Director of Public Works
If to the Government: U.S. Army Corp of Engineers
Sacramento District
1325 J. Street
Sacramento, CA 95814
Attn: Chief, Real Estate Division
ah? .e,a'y ] Page 2 of 3
Either 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) 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.
(c) Signing Authority:
The person executing this Landscape Agreement on behalf of each Party warrants that
he /she is duly authorized to execute and deliver this Landscape Agreement on behalf
of the respective Part y for whom he. she signs, and that by so executing this
Landscape Agreement, each Party is bound by the provisions hereof.
(d) Entire Agreement:
This Landscape Agreement, together with Exhibits A, B, and C attached hereto,
constitute the entire agreement between the Parties pertaining, to the subject mattrr
hereof. 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 Landscape Agreement as of the
day and year first above written:
CITY OF TUSTIN, CALIFORNIA
Date:
Approved as to form:
David E. Kendig, City Attorney
UNITED STATES OF AMERICA
DEPARTMENT OF THE ARMY
Date: By:
Jeffrey C. Parker, City Manager
Deputy Assistant Secretary of the Army
Installations, Housing & Partnerships,
DASA (IH &P)
998642.1 Page 3 of 3
LIST OF ATTACHED EXHIBITS
Exhibit A: "The Property" —
A surveyor's parcel map showing the property upon which the C ovemment will build its
Replacement Facility.
Exhibit B: "The Landscape Easement" —
A copy of the deed containing the reservation of a landscape easement over the portion of the
Property's frontage with Red Hill and Warner Avenues, reserving to the City a right to install
and maintain permanent landscaping, as well as some hardscape and utility facilities, within the
boundaries of the easement, together with a map thereof.
Exhibit C: "The Red Hill Avenue Interim Landscape Improvement Area" —
A map showing the area within the Property's frontage alone; Red Hill Avenue where the
Government shall install and maintain the Interim Landscaping.
94krP47, r Pale 4 of 3
Exhibit H
Right of Entry in favor of the City
DEPARTMENT OF THE ARMY
RIGHT OF ENTRY FOR SURVEY AND EXPLORATION
Army -City of Tustin Property Exchange Parcels: 430 -283 -16, 430 - 283 -18
The CITY OF TUSTIN, hereinafter called the "Owner," hereby grants to
the UNITED STATES OF AMERICA, hereinafter called the "Government," a
right -of -entry upon the following terms and conditions:
1. The Owner hereby grants to the Government the right to enter upon
the lands described in Section 5 below (the "Property ") from the date this right of
entry is accepted by the Government until terminated by Owner or Government,
to perform certain due diligence activities on the Property in connection with the
possible acquisition of the Property, including a survey and Phase I
Environmental Site Assessment by the Government. Government's entry onto
the Property shall be made only during regular business hours and with at least
24 hours prior notice to Owner and shall not interfere with the use of the Property
by Owner.
2. This right -of -entry includes the right of ingress and egress on other
lands of the Owner not described below, provided such ingress and egress is
necessary and not otherwise conveniently available to the Government to and
from the Property. Owner makes no representations or warranties as to the
condition of the Property and Government's use of the Property and such other
property as is necessary for ingress and egress ( "Access Property "), all of which
is subject to the Property's and Access Property's as is, where is, condition.
Government shall leave the Property and Access Property in the same or better
condition as existed prior to the exercise of its rights under this right of entry.
3. All tools, equipment, and other personal property taken upon or
placed upon the Property by the Government shall remain the property of the
Government, but shall be removed by the Government upon the expiration of this
right -of -entry. Government shall not store, caused to be stored or bring upon the
Property or Access Property, any haz.ardous waste or extremely hat= ardous
waste as those terms are defined by applicable law.
4. If any action of the Government's employees or agents in the
exercise of this right of entry results in damage to any real or personal property of
Owner, the Government shall repair such damage or make an appropriate
settlement with the Owner. In no event shall such repair or settlement exceed
the fair market value of the fee interest of the real property at the time
immediately preceding such damage. The Government's liability under this
1J I m3o. I
clause 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 Owner may have to make a
claim under applicable laws for any other damages than provided herein. The
Government shall defend and indemnify Owner, its officers, agents and
employees from and against any and all actions, claims, costs, damages, fees,
including reasonable attorney's fees (collectively, "Claims ") arising out of the
exercise of the Government of this right of entry. Government shall not have an
obligation to defend Owner from any Claims arising out of Owner's own use of
the Property or its own negligence or willful misconduct.
5. The land affected by this right -of -entry is located in the State of
California, County of Orange and is described as follows: Assessor's Parcel
Numbers 430 - 283 -16 and 430 - 283 -18 and as is more particularly described on
the attached Exhibit "B ".
6. Either Party may terminate this Agreement upon five (5) days
written notice to the other Party. In addition, Owner shall have the nght to
immediately terminate this Agreement by written notice to Government in the
event of a material breach of this right of entry by Government.
Owner — City of Tustin
714 -573 -3116
Telephone Fax
300 Centennial Way, Tustin CA 92780
Mailing Address
MWest Tustinca.or
E -mail Address
8 a.m. to 5 p.m, . Monday thru Friday
Best time to be reached
Dated this
day of 2014
Jeffrey Parker, City Manager
ADDroved as to form"
4166.5a r .�
L
David DeBerry, Deputy City Attorney
Government — United States of Amer ca
Telephone
Mailing Address
E -mail Address
Best time to be reached
Name and Title
Fax
ACCEPTED
This is to certify that the undersigned officer on behalf of the United
States of America hereby accepts the interest in real property conveyed by the
foregoing Right of Entry Agreement.
WITNESSES MY HAND AND SEAL this day of 2014
UNITED STATES OF AMERICA
BY
` +Jffi3U. I
Sharon Caine
Chief, Real Estate Division
Exhibit I
Right of Entry in favor of the Government
(To be drafted similar to Exhibit H)
Exhibit J
Landscape Easement
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
CITY CLERK
CITY OF TUSTIN
300 Centennial Way
Tustin, California 92780
DOCUMENTARY TRANSFER TAX J _ PUBLIC AGENCY _
Computed on the cow ideration or value of property conveyed; OR
Computed on the consideration or value less liens or
encumbrances remaining at time of sale.
SPAC=E ABOVE THIS LINE FOR RECORDER'S USE
EXEMPTION FROM RECORDING FEE REQUESTED
PURSUANT TO GOVERNMENT CODE §6103
Signature of Declarant or Agent determining tat - riren Nxme
The undersigned declares that this document is recorded at the request of and for the benefit of the City of Tustin and is therefore exempt
from the payment of the recording fee pursuant to Government Code Section 6103 and from the payment of the documentary transfer tax
pursuant to Revenue and Taxation Code Section 11922.
A.P.N.: City of Tustin, California
GRANT OF EASEMENT FOR LANDSCAPING
AND UTILITIES
The undersigned Grantor declares:
FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, THE UNITED
STATES OF AMERICA ("GRANTOR"), does hereby grant to the CITY OF TUSTIN, a California municipal
corporation and general law city, its successors, assigns, employees, contractors, and agents ( "GRANTEE "), an
easement to establish, construct, and maintain landscaping and related improvements, including, without limitation,
irrigation, handscape and landscaping, over, under, upon and across all of that real property situated in the City of
Tustin, County of Orange, State of California, as more particularly described and depicted in Exhibit "A" attached
hereto and incorporated herein by reference (hereinafter the "Landscape Easement ").
FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, GRANTOR in
addition does hereby grant to the GRANTEE, its successors, assigns, employees, contractors and agents, a utility
easement over, under, upon and across that portion of the Landscape Easement depicted in Exhibit "B ", which is
attached hereto and incorporated herein by reference, for construction, maintenance and operation of a water meter
vault, includin {; all pipelines, electrical equipment and appurtenances associated with such facility and /or for
construction, maintenance and operation of a water flow control facility, including all pipelines, electrical equipment
and appurtenances associated with such facility (hereinafter, the "Utilities Easement "). It is expressly understood and
agreed by GRANTOR that GRANTEE may assign the easement for the water meter vault to the Metropolitan Water
District and the easement for the water flow control facility to the Irvine Ranch Water District, both of which are
public agencies.
For purpose of laying, constructing, reconstructing, inspecting, maintaining, repairing, using, and
operating the landscaping and utility improvements, GRANTEE, its successors or assigns, may obtain a Right of
Entry from GRANTOR, which shall not be unreasonably denied, to enter upon and pass over and along the adjoining
lands of GRANTEE to deposit tools, implements, and other materials thereon, and make any and all excavations
necessary or convenient.
GRANTOR shall not make, or affirmatively allow any other to make, any use of the Landscape
Easement, Utilities Easement or adjoining lands of GRANTOR that unduly interferes with or is inconsistent with the
sights granted herein. GRANTEE or its successors, assigns, employees, contractors and agents shall not make, or
Landscap - and Utn+lies £asenient
'99213.1 Army Exchange
affirmative allow any other to make, any use of the Landscape Easement or Utilities Easement that unduly interferes
with or is inconsistent with the GRANTQR's use of its adjoining Iands.
UNITED STATES OF AMERICA, acting by and through the Deputy
Assistant Secretary of the Army (Installations, Housing & Partnerships)
Dated: , 2014 $y:
Deputy Assistant Secretary of the Army
Landscape and Unliri es Easement
Army Exchange
CERTIFICATE OF ACCEPTANCE
(Government Code Section 27282)
THIS IS TO CERTIFY that the Grant of Easement for Landscaping; and Utilities dated
2014, in favor of the City of Tustin, California, and reserved from the
property conveyed to the United States of America, is hereby accepted by the City Manager of the City
of Tustin, California, on behalf of the City Council of the City of Tustin, pursuant to authority
conferred by Resolution No. of the Tustin City Council, adopted on the __ day of
, 2014, and the Grantor consents to recordation thereof by its duly authorized
officer, namely, the City Clerk of the City of Tustin.
Dated:_ .2014
Jeffrey C. Parker, City Manager
City of Tustin
Landscape and Utilities Easement
49213.1 Army ,Exchange
EXHIBIT "A"
LEGAL DESCRIPTION AND DEPICTION OF
LANDSCAPE EASEMENT
APN [No.]
LandscuX and Utilities Easement
)M 13. i Amty Exchange
EXHIBIT "B"
DEPICTION OF UTILITIES EASEMENT
APN [No.]
Landscape and Utilities Ea, went
A9213.1 Army Excham >e
ACKNOWLEDGEMENT
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
On
before me, the undersigned, a Notary Fublic in
and for said State, personally appeared
❑ personally known to me OR ❑ proved to me on the basis of satisfactory evidence to be the
person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that
helshelthey executed the same in his/her /their authorized capacity(ies), and that by his/her-'their
signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted,
executed the instrument.
WITNESS my hand and official seal.
Signature of Notary
[Seal]
Landscape and Utilities Easement
Army Exchange