HomeMy WebLinkAbout03 AGMNT LAING HOMES 02-03-03NO. 3
02-03-03
Inter-Com
MEETING DATE: FEBRUARY 3, 2003 V
TO:
FROM:
SUBJECT:
WILLIAM A. HUSTON, CITY MANAGER
REDEVELOPMENT AGENCY STAFF
PARCEL 34- TUSTIN LEGACY-EXCLUSIVE AGREEMENT TO NEGOTIATE
WITH JOHN LAING HOMES
SUMMARY
Approval is requested of an Exclusive Agreement to Negotiate with John Laing Homes
for the disposition and development of Parcel 34 in the Tustin Legacy Project.
RECOMMENDATION
It is recommended that the City Council authorize the City Manager's execution of the
attached Exclusive Agreement to Negotiate (ENA) between the City of Tustin and the
Developer, WL Homes,LLC, a Delaware limited liability company doing business as John
Laing Homes, authorizing minor changes to be made subject to approval of the City's
special real estate counsel Gilchrist & Rutter.
FISCAL IMPACT
John Laing Homes will deposit $50,000 good faith deposit with execution of the ENA.
The intent of the negotiating period is to draft a Disposition and Development Agreement
(DDA) for the City Council's consideration which will include purchase price and terms
for the property. Additionally, there may be direct financial impacts from the eventual
development of the property including receipt of revenues from property taxes and a cost
of providing City services. Fiscal Impacts will be evaluated as part of the negotiation
process.
BACKGROUND
As part of its discussion of the Tustin Legacy Disposition Strategy and Subsequent
Developer Solicitations on August 22, 2002, the City Council supported excluding Parcel
34 (located at the southwest corner of Edinger and Harvard) from the Master Developer
approach and discussed the sale of this property in conjunction with development of
Parcel 33 (located at the northwest corner of Edinger and Harvard).
City Council Report
Tustin Legacy- Parcel 34- Exclusive Agreement to Negotiate
February 3, 2003
Page 2
John Laing Homes, the Developer has been previously selected by the City as the
successful respondent to a RFP for Parcel 33. In accordance with an ENA dated August
5, 2002, the City is currently negotiating the terms and conditions of a DDA addressing
sale of Parcel 33 by the City and development of a residential subdivision.
It would be in the best interest of the City and the Tustin Legacy project to have both
Parcel 33 and 34 developed by the same developer. As such, the City Council
instructed staff to solicit a proposal with respect to Parcel 34 which has been received
by the City.
The fundamental terms upon which the DDA are to be negotiated are to be consistent
with the MCAS Tustin Reuse Plan/Specific Plan. Major issues that will be addressed in
drafting the DDA include:
The Scope of Development- the Developer will refine the actual number of units to
be constructed, the concept/site plan, and proposed on-site and off-site
improvements, resolution of any homeless accommodation issues on the site.
· Purchase Price-the amount of the purchase price and any participation price
including terms and conditions of conveyance.
· Schedule of Performance-Milestone dates for completion of specific responsibilities
required of the Agency and the Developer will be established.
The exclusive negotiation period is for ninety (90) days from the date the Agreement is
executed by all parties. The negotiating period may be extended for an additional time
period if mutually agreed upon.
Christine Shingleton
Assistant City Manager
Attachment
EXCLUSIVE AGREEMENT TO NEGOTIATE
(PARCEL 34)
THIS EXCLUSIVE AGREEMENT TO NEGOTIATE (PARCEL 34)
("Agreement") is entered into this __ day of ., 2003 by and between THE CITY OF
TUSTIN (the "City") and WL Homes LLC, a Delaware limited liability company doing business
as John Laing Homes (the "Developer") with respect to certain land referred to herein as
"Parcel 34" (defined below). The City and the Developer (collectively referred to herein as the
"Parties") hereby agree as follows:
1.0 Introduction.
1.1 Pursuant to the Defense Base Closure and Realignment Act of 1990, (Part A of
Title XXXIX of Public Law 101-510; 10 U.S.C. Section 2687 Note), as amended the federal
government determined to close the Marine Corps Air Station-Tustin ("MCAS Tustin") located
substantially in the City of Tustin. In 1992, the City was designated as the Lead Agency or
Local Redevelopment Authority for preparation of a reuse plan for MCAS Tustin in order to
facilitate the closure of MCAS Tustin and its reuse in furtherance of the economic development
of the City and surrounding region. The MCAS Tustin Reuse Plan developed in accordance with
this procedure was adopted by the City Council of the City of Tustin (the "City Council") on
October 17, 1996 and amended in September, 1998 (the "Reuse Plan").
1.2 A Final Joint Environmental Impact Statement/Environmental Impact Report for
the Disposal and Reuse of MCAS Tustin (the "Final EIS/EIR") and Mitigation Monitoring and
Reporting Program for the Final EIS/EIR were adopted by the City on January 16, 2001. In
March 2001, a record of decision was issued by the Department of the Navy (hereinafter,
"Navy") approving the Final EIS/EIR and the Reuse Plan.
1.3 In May 2002, the Navy approved an Economic Development Conveyance of
Property at MCAS Tustin and agreed to convey 1153 acres of MCAS Tustin to the City. On
May __, 2002, a total of 977 acres, including Parcel 34 which is the subject of this Agreement,
was conveyed by the Navy to the City by quitclaim deed, in accordance with the provisions of
that certain Memorandum of Agreement by and between The United States of America (through
the Secretary of the Army or designee) and the City dated May 13, 2002 ("Memorandum of
Agreement" or "MOA"). Additional acreage is currently under ground lease by the City from
the Navy. The portion of MCAS Tustin located within the City of Tustin and currently owned
by the City or subject to ground lease between the Navy and the City is referred to herein as
"Tustin Legacy".
1.4 On February 3, 2003 the City adopted an ordinance approving the MCAS Tustin
Specific Plan (the "Specific Plan") setting forth the zoning and entitlement framework for future
development of Tustin Legacy. The Specific Plan conforms to and implements the Reuse Plan.
[Alternately, describe Draft Specific Plan.]
1.5 The City desires to effectuate development of Tustin Legacy through the sale and
development of such property in accordance with applicable federal and local requirements.
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Tustin Legacy shall be developed in accordance with all City requirements, including, without
limitation, implementing redevelopment plans, the Reuse Plan and the Specific Plan.
1.6 Parcel 34, which is the subject of this Agreement, is a portion of Tustin Legacy.
Such property, referred to in the Reuse Plan as Parcel 34 and in the Navy transfer documents as
"I-B-1, legally described in Exhibit A attached hereto and as depicted on the Site Map attached
hereto as Exhibit A.
1.7 The Developer has been previously selected by the City as the successful
respondent to RFP No. 1 for certain adjacent property referred to in the Navy transfer documents
as Parcel 33 ("RFP") and, in accordance with the terms of the certain Exclusive Agreement to
Negotiate between the City and the Developer dated August 5, 2002, the City and the Developer
are currently negotiating the terms and conditions of a disposition and development agreement
addressing sale by the City to the Developer of portions of Parcel 33 and development by the
Developer of a residential subdivision upon such property and certain adjacent property
("Parcel 33 DDA").
1.8 The City Council has determined that it would be in the best interest of the City
and Tustin Legacy to have Parcel 33 and Parcel 34 developed by the same developer and on the
same terms and conditions, and accordingly, have authorized the Assistant City Manager to enter
into sole source negotiations with the Developer with respect to disposition to the Developer of
Parcel 34.
1.9 The Parties desire, for the period set forth herein, to negotiate diligently and in
good faith the terms and conditions of a disposition and development agreement with respect to
Parcel 34 ("Parcel 34 DDA") which if agreed and executed will specify the rights, obligations
and method of participation of the Parties with respect to the sale and development of Parcel 34.
2.0 A~reement to Negotiate.
2.1 The City and the Developer each desire to negotiate a Parcel 34 DDA which if
agreed upon and executed, shall set forth the terms and conditions pursuant to which Parcel 34
shall be conveyed by the City to the Developer and developed by the Developer with a
residential ownership project (hereinafter referred to as "Project"). The Project proposed for
Parcel 34 would contain single family detached homes not exceeding seven (7) dwelling units
per acre and a complete accompanying set of amenities.
2.2 Notwithstanding that the terms of the Parcel 34 DDA are to be negotiated, the
Developer and the City have agreed that the basis for their negotiations shall be the form of the
Parcel 33 DDA and unless the Parties otherwise agree, the terms of the Parcel 34 DDA shall
substantially conform to the terms set forth in the Parcel 33 DDA, as the same may be modified
by the Parties.
2.3 This Agreement (including all exhibits hereto) is solely an exclusive right to
negotiate and is not a final agreement. The Parties do not intend this agreement to be a purchase,
option or similar contract or to be bound in any way by this Agreement, other than to establish a
period of exclusive negotiations during which time each Party shall negotiate with the other in
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good faith, the City shall not market Parcel 34 to other interested parties and the Developer shall
be bound not to withdraw any offer made by it pursuant to Section 4.2.4.
2.4 The Parties acknowledge that they have not set forth herein nor agreed upon all
essential terms of the subject matter of an agreed transaction and that such essential terms will be
the subject matter of further negotiations.
2.5 Execution of this Agreement is not intended to confer any third party beneficiary
rights in or create any liabilities on the part of either Party to any third parties.
2.6 The Parcel 34 DDA shall not exist and shall not be binding unless and until it is
fully executed by both Parties, approved by counsel to each Party as to form and approved by the
City Council of the City and by the managing members of the Developer.
2.7 Each Party assumes the risk that, notwithstanding this Agreement and good faith
negotiations, the Parties may not enter into any agreement due to the Parties' failure to agree
upon essential terms of the transaction.
3.0 Developer's Representations and Warranties.
3.1 The Developer represents that it has the necessary expertise, experience and
financial capability to undertake development of the Project contemplated herein.
3.2 The Developer represents and agrees that its intended acquisition of Parcel 34 and
its other intended undertakings pursuant to this Agreement shall be used for the timely
development of Parcel 34 and not for speculation in land holding.
3.3 The Developer represents that it is experienced in redevelopment and understands
the process and requirements required to make redevelopment projects such as the Project
described herein.
4.0 Negotiations.
4.1 Good Faith Negotiations.
The City will prepare the Parcel 34 DDA and submit it to the Developer for review and
comment. The City and the Developer agree for the period set forth in Section 4.2 to exclusively
negotiate with one another diligently and in good faith to prepare a Parcel 34 DDA and related
documents to be entered into between the City and the Developer with respect to Parcel 34.
4.2 Period of Negotiations.
4.2.1 The Parties agree to negotiate for a period of one hundred (90) days from
the date this Agreement is signed by all Parties, subject to extensions as further provided in this
Section 4.2. If on the 90th day from the date of this Agreement (or within any extension of time
mutually approved by the Parties in accordance with the terms of the Agreement), the Developer
has not signed and submitted a Parcel 34 DDA in form and substance approved by the City in its
sole discretion, then this Agreement shall automatically terminate. The Developer may request
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from the City an extension of the 90-day exclusive negotiation period. The City will determine
whether reasonable and sufficient progress has been made toward fulfillment of the requirements
of this Agreement in its consideration of any extension. The 90-day exclusive negotiation period
may be extended by the mutual consent of the Parties for up to two (2) additional periods of
thirty (30) days each.
4.2.2 Notwithstanding the period of exclusivity set forth in Section 4.2.1, it is
the intent of the Parties to negotiate and prepare definitive documentation reflecting the
transaction for execution and delivery on or before Julyl, 2003. Thus, unless otherwise
extended in writing by the Parties, this Agreement shall automatically terminate at the end of the
period set forth in Section 4.2.1, except for the confidentiality provisions set forth herein.
4.2.3 The City hereby delegates to the Assistant City Manager the authority to
agree to grant the extensions specified in Section 4.2.1 upon determination by the Assistant City
Manager in its sole and absolute discretion that the Developer has negotiated diligently and in
good faith and that reasonable and sufficient progress has been made toward fulfillment of the
requirements of this Agreement. No such extension of time shall be effective unless it is in
writing.
4.2.4 The execution by Developer of a form of Parcel 34 DDA shall constitute
an offer to purchase Parcel 34. Developer hereby agrees that it shall not withdraw such offer to
purchase for a period of sixty (60) days following submittal of the executed Parcel 34 DDA to
the City. Such offer shall remain in effect for a period of sixty days to enable the City to (a)
determine whether it desires to enter into such a Parcel 34 DDA, (b) take the actions necessary to
authorize the City to sign the Parcel 34 DDA if the City desires to do so, and (c) sign the Parcel
34 DDA. If the City has not considered and approved the Parcel 34 DDA by such 60th day or, at
the end of any extension mutually agreed upon by the Parties in writing, then this Agreement
shall automatically terminate.
4.3 Good Faith Deposit.
4.3.1 Prior to the execution of this Agreement by the City, the Developer has
submitted to the City a good faith deposit in the sum of fifty thousand dollars ($50,000) in the
form of a certified cashier's check or other form of security acceptable to the City to ensure that
the Developer will proceed diligently and in good faith to negotiate and perform all of the
Developer's obligations under this Agreement. If the deposit is in cash or a certified cashier's
check it shall be deposited in an account in a bank or trust company selected by the City.
Interest, if any, shall be added to the deposit and held as additional security for the Developer's
obligations hereunder. If the Parties enter into a Parcel 34 DDA within the time period identified
in Section 4.2 of this Agreement, the City shall return the deposit to the Developer or apply it to
any additional deposit required as security for the performance under the Parcel 34 DDA. If the
Parties fail to enter into the Parcel 34 DDA within the time period identified in Section 4.2 of
this Agreement or any extension thereto, the City may retain the deposit only if the Developer
has not negotiated diligently or in good faith or has not carried out its obligations under this
Agreement. The Developer's failure to submit to the City plans, reports, studies, investigations
and materials specified in Sections 5.0 and 6.0 of this Agreement within the time periods
specified therein shall be deemed to demonstrate the Developer's failure to negotiate diligently
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and in good faith and its failure to carry out its obligations hereunder. If the Developer has failed
to do so, inasmuch as the actual damages which would result from a breach by the Developer of
its obligations under this Agreement are uncertain and would be impractical or extremely
difficult to determine, the City shall be entitled to retain the entire original amount of said
deposit plus interest, if any, which has accrued thereon, as liquidated and agreed damages.
4.3.2 The Developer may terminate this Agreement in the event that during the
course of the investigations and evaluation of Parcel 34 and the Project, it determines in good
faith that the Project is not feasible or financeable. The City shall return the deposit ( less any
costs of the City associated with negotiation of the DDA from the date of execution of this
Agreement together, with any interest accrued thereon) to the Developer upon termination of the
Agreement in the event the Developer has negotiated in good faith hereunder and materially
complied with the terms hereof.
4.3.3 By the initials of their respective signatories hereunder, the City and the
Developer acknowledge and agree that forfeiture of the original amount of the deposit (together
with any interest earned and accrued thereon) is not in lieu of any other relief, right or remedy to
which the City might be entitled by reason of the Developer's default.
Initials:
Developer City
4.3.4 The Developer acknowledges that it is currently anticipated that the Parcel
34 DDA shall require the deposit of an additional deposit in an amount to be determined as
security for the performance of the Developer's obligations under the Parcel 34 DDA.
4.3.5 In addition, it is currently anticipated that the Parcel 34 DDA shall require
the Developer to assume certain property maintenance costs of Parcel 34 as will be specified in
the Parcel 34 DDA.
4.4 Exclusivity. During the period of exclusive negotiation, the City covenants and
agrees to negotiate exclusively with the Developer and shall not solicit another party for the
Project or enter into any agreement with any other party regarding the development of Parcel 34
or any portion thereof. The City acknowledges and agrees that but for this exclusivity, the
Developer would not have entered into this Agreement. In the event a court of competent
jurisdiction determines in a final decision that the City has breached this exclusivity covenant,
the City shall be deemed to have failed to negotiate in good faith and providing a Parcel 34 DDA
has not been entered into pursuant to this Agreement, the Developer shall, in addition to other
rights and remedies, be entitled to the return of the good faith deposit (together with interest
accrued thereon) and any other deposits made by the Developer.
4.5 Due Diligence.
4.5.1 Inspection; License. The City hereby grants to the Developer and its
representatives and agents a license during the term of this Agreement to enter upon Parcel 34
for purposes of conducting Developer's due diligence inspection, provided that Developer shall:
(a) deliver to the City written evidence that Developer has procured the insurance required under
Section 4.5.2; (b) give the City twenty-four (24) hours telephonic or written notice of any
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intended access which involves work on Parcel 34 or may result in any impairment of the use of
Parcel 34 by its current occupants; (c) access Parcel 34 in a safe manner; (d) conduct no invasive
testing or boring without the written consent of the City; (e) allow no dangerous or hazardous
condition created by Developer or Developer's agents to continue beyond the completion of such
access; (f) comply with all laws and obtain all permits required in connection with such access;
and (g) conduct inspections and testing, subject to the rights of any existing tenants of Parcel 34,
if any (which inspections and testing, if conducted at times other than normal business hours,
shall be conducted only after obtaining the City's consent, which shall not be unreasonably
withheld). The limited license granted herein is revocable by the City during the continuation of
any breach of this Agreement by Developer and shall be automatically revoked and terminated,
without further action of the City, upon the termination of this Agreement or any period of
exclusive negotiation hereunder.
4.5.2 Insurance. Developer shall obtain, or cause its consultants to obtain, at
Developer's sole cost and expense prior to commencement of any investigative activities on
Parcel 34, a policy of commercial general liability insurance covering any and all liability of
Developer and the City arising out of any investigative activities, in an amount and provided by a
carrier reasonably approved by the City. Such policy of insurance shall be kept and maintained
in force during the term of this Agreement and so long thereafter as necessary to cover any
claims of damages suffered by persons or property resulting from any acts or omissions of
Developer, Developer's employees, agents, contractors, suppliers, consultants or other related
parties.
4.5.3 Indemnity. Developer hereby agrees to protect, indemnify, defend and
hold the City and its elected officials, employees, agents, representatives, consultants and
contractors free and harmless from and against any and all claims resulting from Developer's
access to Parcel 34 or its exercise of its rights hereunder, including, without limitation, any
inspections, surveys, tests or studies performed by Developer or its employees, consultants or
contractors, save and except to the extent such claims result from the gross negligence or willful
misconduct of the City or its agents, employees or representatives. Developer shall keep Parcel
34 free and clear of any mechanics' liens or materialmen's liens related to Developer's inspection
of Parcel 34. The indemnification by Developer set forth in this Section 4.5.3 shall survive the
termination of this Agreement and the execution of the Parcel 34 DDA and shall not survive the
closing and transfer to Developer of Parcel 34 and shall not merge into any deed granted
pursuant to the Parcel 34 DDA.
5.0 Proposed Development Concept and Essential Terms and Conditions.
5.1 The proposed Project to be negotiated hereunder shall include the development
and use of Parcel 34 consistent with the MCAS Tustin Reuse Plan, the General Plan, and the
Specific Plan.
5.2 The Parties agree that it is their intent, upon entry into this Agreement, to
negotiate a Parcel 34 DDA which is anticipated to address the following terms and conditions.
5.2.1 The Developer shall acquire Parcel 34 from the City. The terms and
conditions of this conveyance, including but not limited to the manner of conveyance, the
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conditions precedent to conveyance and the amount of the purchase price and any participation
price, shall be determined as part of the negotiation of and detailed in the Parcel 34 DDA and
shall be consistent with the methodology utilized to develop the purchase price for Parcel 33.
5.2.2 The Developer shall design and construct the development on Parcel 34 at
its own cost and expense in accordance with a scope of development and a schedule of
performance to be negotiated as part of the Parcel 34 DDA and in accordance with plans and
specifications prepared by the Developer and approved by the City in accordance with such
schedule of performance and in compliance with all requirements and regulations of the City
including, without limitation, applicable zoning.
5.2.3 The Developer has agreed that the project product mix proposed will be
detached single family homes not to exceed seven (7) dwelling units per acre. The actual
number of units will be based on compliance with all development standards in the Specific Plan
and any requirements contained in this Agreement.
5.2.4 The Developer shall ensure that any development plans provide for access
to a future proposed regional bike trail on the westerly edge of Parcel 34 as part of development
of Parcel 34; provided that the Parties acknowledge that access rights from third party
landowners would be necessary to extend such access to the future bike trail on the westerly
edge of Parcel 34.
5.2.5 In connection with its development of Parcel 34, Developer shall be
required to provide a financial contribution as Parcel 34's fair share of the off-site MCAS
Tustin back-bone infrastructure program, and/or will enter into an agreement with the City not
to oppose imposition of an assessment district or community facilities district on Parcel 34
established to finance Parcel 34's fair share obligations for MCAS Tustin back-bone
infrastructure. The fair share allocation to Parcel 34 is currently estimated at $4, 773,438 with
costs to be adjusted at building permit stage based on current costs adjustments based on design
and changes, if any, in the Construction Cost index for the Los Angeles/Anaheim/Riverside
area. Developer also acknowledges that Parcel 34 is subject to imposition of developer school
impact fees by the Irvine Unified School District and may be subject to a future community
facilities district for financing of school facilities to benefit the Irvine Unified School District
pursuant to an agreement between the City and the Irvine Unified School District regarding the
transfer of school site.
5.2.6 The Developer shall prepare and process applications for and obtain from
the City and other federal, state and local jurisdictions, all applicable land use, planning and
zoning approvals for the proposed development with the support of the City. These entitlements
will be required to be consistent with the MCAS Tustin Reuse Plan approved for MCAS Tustin
and the Specific Plan or any final revisions approved by the City Council.
5.2.7 The Developer has agreed to provide affordable dwelling units on Parcel
34 as follows: a minimum of 15% of the dwelling units constructed on Parcel 34 shall be
affordable for very low to moderate income households, with 40% of those units affordable to
very low income households, 39% of the balance of these units affordable to low income
households and 61% of the balance of these units affordable to moderate income households.
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The Developer has also agreed that 4 additional units shall be provided to low income
households and 8 additional units shall be provided to moderate income households to assist the
City in meeting its regional housing needs. The Developer has agreed to negotiate with the City
the actual location by product type of these units. Additionally, Parcel 34 is subject to provisions
of the Specific Plan that relate to Homeless Accommodation and a Homeless Assistance
Agreement for the site executed in October 1996 and the First Amendment to the Homeless
Assistance Agreement executed in February 1997. The Developer agree that they will negotiate
with the City a financial payment to be made to the Salvation Army to allow the Salvation Army
to secure alternative replacement premises somewhere other than at Tustin Legacy
5.2.8 New development shall be completed within the guidelines of the land
uses specified in the Reuse Plan and Specific Plan.
5.2.9 Project costs and revenues will be separately analyzed and funding of all
project costs will be the responsibility of the Developer.
5.2.10 The Developer anticipates implementation of the Project without the need
for any expenditure by or loan from the City to the Developer.
6.0 Developer's Responsibilities.
During the period of negotiation, the Developer shall prepare and submit to the City the
following:
6.1 Status Reports. The Developer agrees to make bi-weekly oral and/or written
reports advising the City and/or its staff of all matters and studies being made, including the
Developer's progress in analyzing the feasibility of the Project as may be requested by the City
or its staff.
6.2 Development Team. The Developer shall, within ten (10) days of execution of
this Agreement, submit in writing to the City full disclosure of the names of the Developer's
agents, authorized negotiators, professional employees or other associates of Developer who may
be participants in development of the Project and other relevant information concerning the
above, such as addresses, telephone numbers, employers. The Developer shall also designate
and submit in writing to the City the names of all the Developer's lead negotiators who shall
have authority to make decisions on behalf of the Developer.
6.3 Financial Status. The Developer shall continue to be responsible for
demonstrating to the City the financial capacity and capability to perform its obligations under
this Agreement and the proposed Parcel 34 DDA. The Developer shall submit any additional
financial information of its key principal or principals as requested by the City within thirty (30)
days of a request by this Agreement. The Developer shall identify with specificity the
documents which the Developer wants the City to maintain as confidential documents and a
statement as to why the request is consistent and complies with the provisions of the Public
Records Act of the State of California. If confidentiality is requested and if nondisclosure under
the Public Records Act is allowed, the documents shall be delivered to and maintained by the
City and copies shall not be disseminated. To the extent permitted by law, the City shall not
make public disclosure of the documents. The City's agents, negotiators and consultants may
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review the statements as necessary as long as such parties agree to maintain the confidentiality of
such statements.
6.4 Assignment. If the Developer determines to joint venture or partner development
of Parcel 34, or if the Developer determines to form a new legal entity to develop Parcel 34, the
Developer shall promptly inform the City of such determination and submit to the City the joint
venture's or partner's most recent financial statements and the financial statements of its key
principals. The assignment of the Developer's rights under this Agreement to any new entity,
partnership or joint venture may be approved in writing by the City, provided that it is satisfied
in its sole discretion, that the new entity, partnership, or joint venture has the financial capability
to perform under this Agreement and the proposed Parcel 34 DDA. The Developer of Parcel 34
shall be under the same management and control as the developer of Parcel 33, unless otherwise
agreed by the City in its sole discretion.
6.5 Design Review/Entitlements. It is understood and agreed to by the Developer
that the quality, character and uses proposed for the Project are of particular importance to the
City and that planning and design review approval and other entitlements by the City will be
required for the development of Parcel 34. The Developer and the proposed architect shall meet
with representatives of the City to review and come to a clear understanding of the planning and
design criteria required by the City. Within 20 days after the date of the execution of this
Agreement, the Developer shall submit a schedule for entitlement processing. Within sixty (60)
days after the date of the City's execution of this Agreement, Developer shall submit for
approval of the City, preliminary revised design drawings and related documents containing the
overall plan for development of the Developer's Project including the following: preliminary
site plan showing building layout and dimensions, parking, landscaping and access on or related
to each individual parcel, floor plans, preliminary materials call-outs and conceptual building
renderings and a development schedule.
6.6 Project Financial Pro Forma. Within sixty (60) days after the date of this
Agreement, Developer shall submit revised overall cost and revenue estimates, project cost and
revenue data including information on Project's financial return adequate to enable the City to
evaluate the Developer's Business offer and economic feasibility of the proposed development of
the Project. The information submitted shall be in the same Business Plan format provided in
response to the Request for Proposal for Parcel 33 ore as otherwise requested by the City. The
project financial pro form shall reflect any comments the City provides to the Developer on the
preliminary site plan.
6.7 Additional Information. The Developer understands and agrees that the City's
negotiating team reserves the right at any time to reasonably request from the Developer
additional information, including information, data and commitments to ascertain the depth of
the Developer's capability and desire to develop Parcel 34 expeditiously. The City's negotiating
team will provide a reasonable time in which the Developer may obtain and submit to the City
such additional information.
6.8 Contacts During Negotiation. The Developer shall only negotiate with the
City's negotiating team as defined in writing by the Assistant City Manager and with no other
persons unless expressly authorized to do so by the City's negotiating team. During the period
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of negotiations, the Developer shall make no statements to the media about the proposed Project
without the approval of the Assistant City Manager. The Developer's failure to comply with the
provisions of this Section shall be conclusive evidence that the Developer has not "negotiated in
good faith."
6.9 Environmental and Other Studies.
6.9.1 Environmental Requirements. Compliance with the Califomia
Environmental Quality Act ("CEQA") is a legal precondition to any final City action to approve
and execute the Parcel 34 DDA. The Developer shall cooperate with the City and abide by the
City's environmental compliance procedures and fee requirements, which include but are not
limited to the obligation to deposit funds to pay all of the City's costs of preparing any additional
required environmental studies as may be determined.
6.9.2 Plans, Reports, Studies and Investigations. The Developer shall provide
the City, without cost or expense to the City, copies of all plans, reports, studies or investigations
(collectively, "Plans") prepared by or on behalf of the Developer with respect to Parcel 34 and
the Project. All Plans shall be prepared at the Developer's sole cost and expense. If this
Agreement is terminated for any reason other than a material breach or default hereunder by the
City, the City may request that the Developer, for consideration to be mutually agreed, transfer
Developer's rights to any or all Plans identified by the City, but under no event shall the cost to
the City exceed five hundred dollars ($500.00). Upon such request, the Developer shall deliver
to the City copies of all Plans requested by the City together with a bill of sale therefore,
provided that Developer makes no representations, warrantee or guarantee regarding the
completeness or accuracy of the Plans, and Developer does not covenant to convey the copyright
or other ownership rights of third parties thereto. Such Plans shall thereupon be free of all claims
or interests of the Developer or any liens or encumbrances. Upon the City's acquiring the
Developer's rights to any or all of the Plans, the City shall be permitted to use, grant, license or
otherwise dispose of such Plans to any person or entity for development of Parcel 34 or any other
purpose; provided, however, that the Developer shall have no liability whatsoever to the City or
any transferee or title to the Plans in connection with the use of the Plans. The City shall, within
ten (10) business days of execution of this Agreement and at no cost to the Developer, provide
Developer with copies of all plans, reports, studies, investigations and other materials the City
may have that are pertinent to Parcel 34 and/or development of the Project provided, however,
that the City makes no representations, warrantee or guarantee regarding the completeness or
accuracy of such plans, reports, studies, investigations and other materials.
6.9.3 Hazardous Materials Assessment. The Parties acknowledge that, in
accordance with the City of Tustin's recent acquisition of Parcel 34 from the Department of the
Navy by quitclaim, the Department of the Navy found and determined that there was no
contamination on Parcel 34 and issued a Finding of Suitability for Transfer ("FOST") dated
April 22, 2002. The City would intend upon approval of a Parcel 34 DDA to sell and convey by
quitclaim Parcel 34 to Developer in the same manner as Parcel 34 was conveyed to the City to
include the covenants and warranties as identified in the Navy's quitclaim deed attached hereto
as Exhibit C.
[AEF:ab/ENA-Parce134-=12703/011003/4182.004] Page 10 of 15
6.9.4 FOST. The City agrees to provide a copy of the FOST to Developer
within 10 days of execution of this Agreement. While the Developer should undertake its own
investigation to determine the presence of hazardous materials and suitability of Parcel 34 for
development, the Parties acknowledge and agree that Parcel 34 shall be acquired "as is" and
Developer shall release, defend, indemnify and hold the City harmless with respect to the
environmental and soils condition of Parcel 34.
6.9.5 Environmental Insurance. The City agrees to negotiate with the
Developer to add Developer as additional insured on the City's environmental insurance policy
which covers Parcel 34 at a cost reimbursement to the City.
7.0 The Developer.
7.1 Nature of the Developer. Developer will be WL Homes, LLC, doing business as
John Laing Homes or such other business entity (such as another limited liability corporation) as
the City may approve, upon terms and conditions as the City may request and the Parties may
agree, as specified in the Parcel 34 DDA. Concurrently with its execution of the Parcel 34 DDA,
Developer shall submit a copy of the applicable formation documents relating to Developer and
any corporate members of Developer (i.e., as applicable: articles of incorporation; partnership
agreement; and/or limited liability corporation articles of incorporation, statement of information
and operating agreement).
7.2 Offices of the Developer. The principal offices of the Developer are located at
895 Dove Street, Suite 110, Newport Beach, CA 92660.
7.3 Principals and Employees of the Developer.
The principals of the Developer are as follows:
Larry Webb, Chief Executive Officer
Steve Kabel, President, Southern California Region
Mitchell Bradford, Vice President, Southern California Region
The Developer's employees or representatives who will be directly involved in
the development are as follows:
Dan Nahabedian, Vice President Product Development
Mitchell Bradford, Vice President Land Acquisition
Marianne Browne, Vice President Sales & Marketing
Ken Nishikawa, Vice President Project Management
Jeff Herrmann, Vice President Finance
Rich Nelson, Vice President Operations
Abel Avalos, Infill Land Acquisition Manager
Terry Crowther, Director of Community Development
7.4 The Developer's Consultants and Professionals.
[AEF:ab/ENA-Parce134-=12703/011003/4182.004] Page 11 of 15
The Developer is required to make full disclosure to the City of any changes to its
principals, officers, stockholders, partners, joint venturers, Project employees, and other
associates and all other pertinent information concerning the Developer and its associates.
Developer agrees to substitute or supplement any of its consultants and professionals as
reasonably requested by the City.
8.0 The Developer's Financial Capaci ,ty.
8.1 Financial Statement. Any additional financial statements of the Developer, if
requested, shall be submitted to the City or its consultant as requested by the City for the
purposes of this Agreement.
8.2
manner:
Ec~ui~. The Developer proposes to obtain its equity capital in the following
In-house financing
8.3 Construction Financing. The Developer proposes to obtain its construction
financing for the development from a reputable, institutional lender, as approved by the City.
8.4 Long-Term Development Financing. The Developer is capable of providing
financing for the development of the subject site with(out) the necessity of third party financing.
The Developer intends to commit to the provision of long-term development financing in the
same manner as to be specified in the Parcel 33 DDA to the extent that third party financing is
not otherwise advisable or available to implement the Project.
8.5 Bank and Other Financial References. The Developer's bank and other
financial references are as set forth in the Developer's Parcel 33 RFP submission.
8.6 Full Disclosure. The Developer will be required to make and maintain full
disclosure to the City of the methods of financing and the financing documents to be used in the
development.
9.0 CiW's Responsibilities.
9.1 Environmental Requirements. A final Environmental Impact
Statement/Environmental Impact Report ("EIS/EIR") has been prepared and certified for the
MCAS Tustin Reuse Plan. The Developer agrees to finance and supply information and
otherwise assist the City as requested to enable the City to determine the environmental impact
of the proposed development under the Parcel 34 DDA and to prepare such additional
environmental documents, if any, as may be needed to be completed for the development.
9.2 Assistance and Cooperation. The City shall cooperate fully in providing the
Developer with appropriate information and assistance.
9.3 Ci.ty Approval. If the negotiations hereunder culminate in a Parcel 34 DDA,
such agreement becomes effective only after and if the agreement has been considered and
[AEF:ab/ENA-Parce134-=12703/011003/4182.004] Page 12 of 15
approved by the legislative body of the City and the City Council of the City after noticed public
hearing.
10.0 Miscellaneous.
10.1 Real Estate Commissions. The City shall not be liable for any real estate
commission, finder's fee or any broker's fees which may arise from this Agreement. The City
represents that they have not engaged any broker, agent, or finder in connection with this
Agreement and the Developer agrees to hold the City its representatives harmless from any
losses and liabilities arising from or in any way related to any claim by any broker, agent, or
finder retained by the Developer regarding this Agreement or development of Parcel 34.
10.2 No City Du.ty. Except as expressly provided above, the City shall have no
obligations or duties hereunder and no liability whatsoever in the event the Parties fail to timely
execute a Parcel 34 DDA.
10.3 Non-liability of City Officials and Employees. No member, official,
representative, director, staff member, attorney or employee of the City shall be personally liable
to the Developer or any successor in interest in the event of any default or breach by the City or
for any amount which may become due to Developer or to its successor, or on any obligations
under the terms of this Agreement.
10.4 Public Hearings and Compliance. If the negotiations hereunder culminate in
the Developer and the City's negotiations concurring on the terms and provisions of a Parcel 34
DDA, such Parcel 34 DDA will be considered for approval by the City only after all required
public hearings have been held and after compliance with all applicable laws and ordinances.
The concurrence of the City negotiators with the terms and provisions of a proposed Parcel 34
DDA under any provisions of this agreement shall not be construed or interpreted as the City
approving or accepting such terms. Such concurrence shall be viewed as nothing more than the
willingness of the City negotiators to recommend to the legislative body of the City and the City
Council that they approve such terms.
10.5 Entire Agreement~ Attorneys' Fees. This Agreement represents the entire
agreement of the Parties with respect to the matters set forth herein and supersedes any prior
negotiations or contemporaneous writings or statements. This Agreement may not be amended
except in writing signed by each of the Parties hereunder. If any Party brings an action or files a
proceeding in connection with the enforcement of its respective rights or as a consequence of any
breach by the other Party of its obligations hereunder, then the prevailing Party in such action or
proceeding shall be entitled to have its reasonable attorneys' fees and out-of-pocket expenditures
paid by the losing Party.
10.6 Covenant Against Discrimination. The Developer shall not discriminate against
nor segregate, any person or group of persons on account of sex, race, color, age, marital status,
religion, handicaps, creed, national origin or ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of Parcel 34, nor shall the Developer establish or permit any
such practice or practices of discrimination or segregation in the selection, location, number, use
or occupancy of tenants, lessees, subtenants, sublessees or vendees of Parcel 34.
[AEF:ab/ENA-Parce134-=12703/011003/4182.004] Page 13 of 15
10.7 Notices/Submittals. All notices or submittals required or permitted hereunder
shall be delivered in person, by overnight courier, or by registered or certified mail, postage
prepaid, return receipt requested to such Party at its address shown below, or to any other place
designated in writing by such Party.
City:
Christine Shingleton, Assistant City Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
Developer:
Mitchell Bradford, Vice President
John Laing Homes
895 Dove Street, Suite 110
Newport Beach, CA 92660
Any such notice or submittal shall be deemed received upon delivery if delivered
personally, one (1) day after deliver to the courier if delivered by courier and three (3) days after
deposit into the United States mail if delivered by registered or certified mail.
10.8 Prohibition Against Assignments. Except as may be permitted under
Section 3.3, this Agreement shall not be assigned by the Developer.
10.9 Supersession by Disposition and Development Agreement. Following mutual
execution by the Parties of a Parcel 34 DDA, this Agreement shall be of no further force or
effect, except that the indemnity set forth in Section 4.5.3 shall remain in effect with respect to
claims arising during the term of this Agreement. In the event of any conflict between the
provisions of this Agreement and any Parcel 34 DDA approved by the Parties, the provisions of
the Parcel 34 DDA shall for all purposes prevail.
10.10 Confidentiality. The City and the Developer represent and warrant that each
shall keep this Agreement and all information and/or reports obtained from the other, or related
to or connected with Parcel 34, the other Party, this Agreement, the Parcel 34 DDA or any other
documents negotiated by the Parties, confidential and will not disclose any such information to
any person or entity without obtaining the prior written consent of the other Party, except that the
City shall have the right to disclose any information contained in any third party reports obtained
by Developer. Notwithstanding the foregoing, this Agreement, the Parcel 34 DDA and all other
material relating to this Agreement are subject to the provisions of the California Public Records
Act (Government Code Section 6250 et seq.). The City's use and disclosure of its agreements
and records are governed by this Act.
10.11 Governing Law/Exclusive Venue. The Agreement shall be interpreted in
accordance with California law. The Parties agree that in the event of litigation, exclusive venue
shall be in Orange County, California.
10.12 Counterparts. This Agreement may be signed in one or more counterparts.
[AEF:ab/ENA-Parce134-= 12703/011003/4182.004] Page 14 of 15
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date set opposite their signatures.
"CITY"
City of Tustin
Dated: By:
William A. Huston
City Manager
APPROVED AS TO FORM
By:
Lois Jeffrey
City Attomey
Dated:
"DEVELOPER"
WL HOMES, LLC, a Delaware
Limited Liability Company, dba John
Laing Homes
Dated:
By:
Steve Kabel
President, Southem California
Region
Dated:
By:
Mitchell Bradford
Vice President
[AEF:ab/ENA-Parce134-=12703/011003/4182.004] Page 15 of 15
Exhibit A
*Not ~n official copy*
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PSOMAS
Legal Description
Exhibit "A"
Parcel I-B-1
(Reuse Plan Disposition Site 34)
In the City of Tustin, County of Orange, State of Califomia, being that portion of Blocks 61
and 62 oflrvine's Subdivision as shown on the map filed in Book 1, Page 88 of
Miscellaneous Record Maps, and as shown on a map filed in Book 165, Pages 31 through
39, inclusive, of Records of Survey, both of the records of said County, described as
follows:
Beginning at the intersection of the northwesterly line of Harvard Avenue (having a
northwesterly half-width of 36 feet) and the southwesterly line of Edinger Avenue (having
a southwesterly half-width of 60 feet) as shown on said Record of Survey; thence along
said northwesterly line of Harvard Avenue the following four (4) courses:
1) South 40037'53" West 1'259.59 feet to and angle point therein;
2) South 40o37'37"West1319.25 feet;
3) South 85°39'11" West 38.17 feet to a line that is parallel with and 63.00 feet
northwesterly from the centerline of said Harvard Avenue;
4) South 40037'37'' West 258.51 feet along said parallel line to a point on the
northwesterly line of the land described in the document recorded in Book 10657, Page
412 of Official Records of said County and as shown on sa.id Record of Survey, said
point being the beginning of a non-tangent curve concave northwesterly having a radius
of 1894.00 feet, a radial line to said beginning bears South 27°51 '20" East;
thence southwesterly along said northwesterly tine and said curve 156.44 feet through a
central angle of 4°43'57"; thence continuing along said northwesterly line
South 66052'37" West 1087.44 feet to a point on a curve that is concentric with and
118.75 feet northeasterly from the centerline of Warner Avenue as shown on said Record
of Survey, said curve being concave southwesterly having a radius of 1718.75 feet, a radial
Page 1 of 6
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, , , Document: 2002-404592 Page: 11
*Not an official copy*
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PSOMAS
Legal Description
Exhibit "A"
Parcel I-B-1
(Reuse Plan Disposition Site 34)
line to said point bears North 68°45 '45" East; thence concentric and parallel with said
centerline of Warner Avenue the following two (2) courses:
1) northerly and northwesterly along said curve 843. t 2 feet through a central angle of
28°06'22"
2) North 49020'37" West 468.05 feet to the beginning of a curve concave easterly having
a radius of 35.00 feet;
thence northwesterly, northerly and northeasterly along said curve 62.22 feet through a
central angle of 101 °51'19" to the southeasterly line of Peters Canyon Channel (having a
southeasterly half-width of 90 feet) as described in the document recorded in Book 6681,
Page 721 of Official Records of said County and as shown on said Record of Survey;
thence along said southeasterly line of sa/d Peters Canyon Channel North 52030'42" East
417.91 feet to the City Boundary Line between the City of Tustin and the City of Irvine as
shown on said Record of Survey; thence leaving said southeasterly line and along said .City
Boundary Line South 49°21 '01" East 45.99 feet to a line that is parallel with and
13 5.00 feet southeasterly from the centerline of said Peters Canyon Channel; thence along
said parallel line North 52°32'09'' East 289.49 feet; thence leaving said parallel line
North 37°27'51" West 5.00 feet to a line that is parallel 'with and 130.00 feet southeasterly
from the centerline of said Peters Canyon Channel; thence parallel and concentric with
said centerline the following three (3) courses:
I) North 52o32'09" East 1277.26 feet to the beginning of a curve concave northwesterly
· having a radius of2130.00 feet;
2) northeasterly along said curve 238.53 feet through a central angle of 6°24'58";
3) North 46°07'11" East 210.47 feet to a point on said southeasterly line of Peters Canyon
Channel;
Page 2 of 6
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Document: 2002-404592 Page: 12
"Not an official copy*
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PSOMAS
Legal Description
Exhibit "A"
Parcel I-B-1
(Reuse Plan Disposition Site 34)
thence along said southeasterly line the following seven (7) courses:
1) South 49°19'04'' East 20.10 feet;
2) North 46o07, 11" East 75.00 feet;
3) North 49°19'04" West 60.28 feet;
4) North 46°07'10" East 32.14 feet;
5) South 49019'04" East 60.28 feet;
6) North 46°07'11" East 75.00 feet;
7) North 49°19'04TM West 20.10 feet to a line that is parallel with and 130 feet
southeasterly from said centerline of Peters Canyon Channel;
thence 'leaving said southeasterly line and along said parallel line North 46o07, 11" East
1209.46 feet; thence leaving said parallel line North 43°52'49'' West 5.00 feet to a line that
is parallel with and 125.00 feet southeasterly from said centerline of Peters Canyon
Channel; thence along said parallel line North 46007, 11" East 58.01 feet to a point on said
southwesterly line of said Edinger Avenue, said point also being the beginning of a non-
tangent curve concave northeasterly having a radius of 1860.00 feet, a radial line to said
beginning bears South 54o40'20" West; thence along said southwesterly line the following
three (3) courses:
1) southeasterly along said curve 455.07 feet through a central angle of 14°01 '05";
2) South 49°20'45'' East 428.16 feet to the beginning of a curve concave southwesterly
having a radius of 1740.00 feet;
3) southeasterly along curve 366.87 feet through a central angle of 12°04'50'' to the point
of beginning.
Except the following:
Page 3 of 6
F :~urveys~2tus010200~reports\Rcnumberefl Parcels\l egal-Parce I I-B- 1 .doc 4/25/02 $ :30 PM
Document: 2002-404592 Page: 13
*Not an official copy*
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PSOMAS
Legal Description
Exhibit "A"
Parcel I-B-I
(Reuse Plan Disposition Site 34)
All that portion °fthe above described land lying southeasterly ora line that is parallel with
and 69.00 feet northwesterly from the centerline of said Harvard Avenue aK shown on said
Record of Survey.
6 !! Also except the following:
7
8 Beginning at the intersection of the northwesterly line of Harvard Avenue (having a
northwesterly half-width of 36 feet) and the southwesterly line of Edinger Avenue (having
a southwesterly half-width of 60 feet) as shown on said Record of Survey, said
southwesterly line of Edinger Avenue being a curve concave southwesterly having a radius
of 1740.00 feet, a radial line to said intersection bears North 52044'05TM East; thence
northwesterly along said southwesterly line and said curve 33.68 feet through a central
angle of 1°06'33" to a line that is parallel with and 69 feet northwesterly from the
centerline of said Harvard Avenue as shown on said Record of Survey; thence along said
parallel line South 40037'53" West 1228.30 feet to the True Point of Beginning; thence.
continuing along said parallel line South 40037'53" West 38.00 feet to an angle point
therein; thence continuing along said parallel line South 40037'37" West 1619.79 feet to a
point on the northwesterly line of the land described in the document recorded in Book
10657, Page 412 of Official Records of said County and as shown on said Record of
Survey, said point being the beginning of a non-tangent curve concave northwesterly
having a radius of 1894.00 feet, a radial line to said beginning bears South 27°21'58" East;
thence southwesterly along said northwesterly line and said curve 140.26 feet through a
central angle of 4°14'35"; thence continuing along said northwesterly line
Page 4 of 6
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Document: 2002404592 Page: 14
*Not an official copy*
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PSOPIAS
Legal Description
Exhibit "A"
Parcel I-B-1
(Reuse Plan Disposition Site 34)
South 66052'37'' West 1087.44 feet to a point on a curve that is concentric with and
11 8.75 feet northeasterly from the centerline of Warner Avenue as shown on said Record
of Survey, said curve being concave southwesterly having a radius of 1718.75 feet, a radial
line to said point bears North 68°45'45" East; thence concentric and parallel with said
centerline of Warner Avenue the following two (2) Courses:
1) northerly and northwesterly along said curve 843.12 feet through a central angle of
28006'22TM
2) North 49°20'37" West 468.05 feet to the beginning of a curve concave easterly having
a radius of 35.00 feet;
thence northwesterly, northerly and northeasterly along said curve 62.22 feet through a
central angle of 101 °51'l 9" to the southeasterly line of Peters Canyon Channel (having a
southeasterly half-width of 90 feet) as described in the document recorded in Book 6681,
Page 721 of Official Records of said County and as shown on said Record of Survey;
thence along said southeasterly line of Said Peters Canyon Channel North 52030'42'' East
417.91 feet to the City Boundary Line between the City of Tustin and the City of Irvine as
shown on said Record of Survey; thence leaving said southeasterly line and along said City
Boundary Line South 49°21 '01" East 45.99 feet to a line that is parallel with and
135.00 feet southeasterly from the centerline of said Peters Canyon Channel; thence along
said parallel line North 52°32'09'' East 289.49 feet; thence leaving said parallel line
North 37°27'51" West 5.00 feet to a line that is parallel with and 130.00 feet southeasterly
from the centerline of said Peters Canyon Channel; thence parallel and concentric with
said centerline the following three (3) courses:
1) North 52°32'09" East 1277.26 feet to the beginning of a curve concave northwesterly
having a radius of 2130.00 feet;
Page 5 of 6
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Document: 2002-404592 Page: 15
*Not an official copy*
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PSOPIAS
Legal Description
Exhibit "A"
Parcel I-B-1
(Reuse Plan Disposition Site 34)
2) northeasterly along said curve 238.53 feet through a central angle of 6°24'58";
3) North 46°07'11" East 210.47 feet to a point on said southeasterly line of Peters Canyon
Channel;
thence along said southeasterly line the following seven (6) courses:
1) South 49o19'04" East 20.10 feet;
2) North 46007, 11" East 75.00 feet;
3) North 49019'04" West 60.28 feet;
4) North 46o07, 10" East 32.14 feet;
5) South 49°19'04" East 60.28 feet;
6) North 46o07, 1 1" East 22.10 feet;
thence leaving said southeasterly line South 49°19'04" East 1311.03 feet to the True Point
of Beginning.
Containing 1,604,594 square feet or 36.84 acres, more or less.
As shown on Exhibit "B" attached hereto and by this reference made a part hereof.
Prepared under my supervision:
Walter A. Sheek, P.L.S. 4838
Page 6 of 6
F:k.qurveysk2tus010200~reports\Rcnumbercd Parccls\legaI-Parcel t-[:~-I.doc 4/25/025:30 PM
Document: 2002-404592 Page:
Exhibit B
*Not an official copy*
EXHIBIT B
,
:
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MCAS-TUSTIN
~ ~ DA~ APRIL, AO02
~)~-~ ~4)~ uUU~ER ~SmO200
Bearing Table
No, Bearing Diatance
L1 $¢0'37'53"W 38.00
.L2 $40'37'37"W 3a.O0
L3 S75'¢6'2:~"W 200.83
L4 N15'13'48"W 135.87
, , Document: 2002-404592 Page: 17
*Not an official copy*
, ,,
EXHIBIT B
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M~~-/U~IIN DA= APRIL, 2002
NUMBER 2~SO10ZOO
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Document: 2002-404592 Page: 18
"Not an official copy*
.,
EXHIBIT B
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SEE SHE-~ I_ 169' ,,1 OF 6
t I
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SCALE: 1"=100'
NOT A P~T ~
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Document: 2002-404592 Page: 19
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DRA~D RAT
NUMBER 2~010200
Document: 2002-404592 Page: 20
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-- ~)~ ~, 2002
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NUMBER 2~USO10200
Bearing Toble
No. Bearing Dlatance
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Document: 2002-404592 Page: 21
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EXHIBIT B
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~ ~1 i~ ~ ~ DATE AP~I~ 2002
~)~t-7~3 N~p~()~ NUMBER 2~S010200
Document: 2002-404592 Page: 22