HomeMy WebLinkAboutATTACHMENT 3 SITE CONVEYANCE AGREEMENTATTACHMENT 3
SITE CONVEYANCE AGREEMENT
SITE CONVEYANCE AGREEMENT
This Site Conveyance Agreement ("Agreement") is entered into by and between the City
of Tustin, a municipal corporation, acting in its capacity as the Local Redevelopment Authority
("City"), pursuant to the Defense Base Closure and Realignment Act of 1990, as amended, (`B/C
Act"), and Tustin Unified School District ("TUSD"). The effective date of this Agreement shall
be the date upon which this Agreement is executed by the last "Party" of the "Parties" hereto
("Effective Date").
RECITALS
A. The City and TUSD entered into that "Agreement Between City of Tustin and
Tustin Unified School District Regarding Transfer of School Sites and Other Mitigation Measures
dated October of 1996" (`Base M/Sites Agreement") as part of the City's preparation of the MCAS
Tustin Reuse Plan for the Marine Corps Air Station Tustin ("MCAS Tustin") pursuant to the B/C
Act ("Base Reuse Plan") providing for the transfer to TUSD of two 10 -acre sites and one 40 -acre
site.
B. At the time of the Base M/Sites Agreement, TUSD contemplated that it would need
the two 10 -acre sites and the 40 -acre site to serve the student population of TUSD, including
students that would be generated by development of the Base Reuse Plan.
C. The Base Reuse Plan was submitted to the United States of America, acting by and
through the Department of the Navy, and subsequently approved by the Department of Navy
pursuant to a published Record of Decision in or about March, 2001.
D. Pursuant to the Base Reuse Plan TUSD acquired from the Department of Navy one
of the two 10 -acre parcels to be used for K-5 students at the Heritage School pursuant to an
Education Public Benefit conveyance to TUSD.
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E. Pursuant to a conveyance from the Department of Navy, subject to the acquisition
rights of TUSD, City is the present owner of the remaining 10 -acre site ("Site No. I") and the 40 -
acre site ("Site No. 2") described herein.
F. TUSD and the City as the LRA pursuant to the B/C Act, Section 53317(f) (4) of
the California Government Code, a portion of the Mello -Roos Community Facilities Act of 1982,
as amended, ("Act"), concurrent with execution herewith, have entered into the School Facilities
Implementation, Funding and Mitigation Agreement Between Tustin Unified School District,
Community Facilities District No. 06-1 of Tustin Unified School District, the City of Tustin and
Community Facilities District No. 2014-1 of the City of Tustin dated August 25, 2015 C'I/M
Agreement"), which is incorporated herein by this reference (see Exhibit "N'). All capitalized
terms used in this Agreement which are defined in the I/M Agreement shall have the same
definitions set forth in the UM Agreement. As is further set forth in the UM Agreement and this
Agreement the Parties agree that the City will convey Site No. 2 or an "Alternative Site"
(collectively, the "Site") and TUSD will cause the School Facilities Project to be constructed,
operated and maintained. The 6-12 School Project portion of the School Facilities Project is
contemplated to be located on the Site, which shall be conveyed by City Construction -Ready as
herein provided.
G. TUSD, conditional on the execution by the Parties of the I/M Agreement, the
TUSD/JCFA), this Agreement, formation of the proposed Community Facilities District No. 15-1
of the Tustin Unified School District ("TUSD/CFD"), has determined that it does not have a
foreseeable need for the Site No. 1 for its purposes and that existing facilities or facilities
constructed on the Site or sites currently owned or later acquired by TUSD will be sufficient to
serve the projected school needs of TUSD. A map of Site No. 1 and Site No. 2 are, respectively,
attached hereto as Exhibit "B" and Exhibit "C."
H. This Agreement and the. I/M Agreement provide for the conveyance by City to
TUSD of the Site by the Grant Deed in the form set forth in Exhibit "D" and the "Access Easement"
in the form attached as Exhibit "E" (hereinafter collectively "Site" or "Alternative Site"). By
execution hereof, the Parties approve the development of the proposed 6-12 School Project as
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shown on Exhibit "F" hereto and improvement of the Site in regard thereto, subject to future
changes by TUSD consistent with the provisions of the I/M Agreement and this Agreement.
AGREEMENT
1. Agreement.
1.1 Conveyance. TUSD has completed and approved a Mitigated Negative
Declaration ("MND") as provided by the California Environmental Quality Act ("CEQA")
approving the School Facilities Project, including the execution by the Parties of this Agreement
and the I/M Agreement, and has filed a "Notice of Determination" in regard thereto. City, in
contemplating approval of this Agreement and the I/M Agreement, has considered the herein
described MND. TUSD is seeking approval of the California Department of Education ("CDE"),
the California Division of the State Architect ("DSA") and the California Department of Toxic
Substance Control ("DTSC") in regard to the Site and the 6-12 School Facilities Project. Upon
the satisfaction or waiver of all of the conditions precedent to the Close of Escrow set forth in this
Agreement, including Section 6 below, the City shall convey, and TUSD shall acquire, the Site by
the Grant Deed and the grant of the Access Easement for the 6-12 School Project as provided in
the I/M Agreement.
1.2 Construction -Ready Site. At the time of its conveyance, the Site shall be
"Construction -Ready" as defined in Exhibit "F" hereto. The work described in Exhibit "F," Item
7 ("Item 7"), shall be accomplished by TUSD after Close of Escrow and provided the Planning
Design City Advance for a portion of the estimated costs of undertaking and completing the work
and improvements associated with Item 7 has been paid to TUSD as specified in Section 6.1.2(e)
below.
1.3 TUSD Site No. 1 Waiver. Upon TUSD's receipt of the $15,000,000 described in
the third component of the Total School Facilities Project Amount as set forth in the I/M
Agreement, TUSD shall be deemed to have waived and relinquished any present or future right,
claim, or interest to Site No. 1; provided that TUSD may decline receipt of the $15,000,000 until
such time as TUSD accepts conveyance of the Site. TUSD agrees that the City may retain Site
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No. 1 or otherwise dispose of Site No. 1 in any manner consistent with the Base Reuse Plan and
the Specific Plan/Reuse Plan applicable to the MCAS Tustin adopted by Ordinance 1257 on
February 3, 2003 ("Specific Plan") as amended, or as may be amended in the future. TUSD shall
execute any documents which may be necessary for the City to convey, transfer or use Site No. 1,
including, but not limited to, a Quitclaim Deed as to any and all of TUSD's rights or interest in
Site No. 1. Also, as a continuing obligation after Close of Escrow, City shall fund all amounts
and perform all obligations, if any, claimed or related to any claim against any Party by the United
States Department of Education or other agencies thereof by reason of such actions or use by City
related to Site No. 1.
2. Escrow.
2.1 Escrow Instructions. Conveyance of the Site shall be consummated through an
"Escrow" at First American Title Company, 18500 Von Karman Avenue, Suite 600, Irvine,
California 92612 ("Escrow Holder"). Escrow shall be opened within ten (10) calendar days
following notification by TUSD that the Site is acceptable to TUSD, the CDE and DTSC on terms
and conditions reasonably acceptable to the Parties. A fully executed copy of this Agreement and
the provisions, if any, of the parcel or other map creating the Site or other recordable legal
description shall be delivered to Escrow Holder by TUSD. The date that the Escrow is opened as
indicated by the Acceptance by Escrow Holder to be attached hereto after execution hereof by the
Parties as Exhibit "G" shall be the "Opening Date." This Agreement, together with the general
escrow provisions attached hereto as Exhibit "H," shall constitute Escrow Holder's instructions.
The Parties shall execute and deliver to Escrow Holder such additional and supplemental
instructions as Escrow Holder may require in order to clarify Escrow Holder's duties under this
Agreement. However, in the event of any conflict or inconsistency between this Agreement and
the general escrow provisions, the terms of this Agreement shall govern the duties of Escrow
Holder and the rights and obligations of the Parties.
2.2 Definition of Close of Escrow. For purposes of this Agreement, the term "Close
of Escrow" shall mean the time when Escrow Holder shall have recorded the instruments set forth
in Section 8 below.
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3. TUSD Title Review and Apuroval.
3.1 Preliminary and Supplemental Title Reports. Within five (5) calendar days after
Opening of Escrow, City shall cause First American Title Insurance Company, in its capacity as
title insurer ("Title Insurer"), to deliver to the Parties, and to their legal counsel, copies of: (i) a
preliminary title report ("PTR") covering the Site; and (ii) complete and legible copies of all
documents referred to in the PTR that evidence or create exceptions in the PTR to title to the Site
("Underlying Documents"); and (iii) complete plotting reports of all easements and non -monetary
exceptions disclosed in the PTR ("Plotting Reports"). If subsequently required, the Title Insurer
shall deliver to each Party and to its legal counsel: (i) any "Amended PTR" and (ii) any "Additional
Underlying Documents" referenced in the Amended PTR, but not previously provided to the
Parties; and (iii) "Amended Plotting Reports" to the Parties for all easements and exceptions
disclosed in the Amended PTR, if not previously plotted and provided to the Parties. Hereinafter,
the PTR and all related Underlying Documents may be referred to collectively as "Title
Documents."
3.2. TUSD shall have the right to review and either approve or disapprove the Title
Documents for the Site as provided in this Section 3. The Parties shall conform to the following
procedures for TUSD's review and approval of the Title Documents:
3.2.1. Not later than ten (10) calendar days after the date it receives the final and
complete copies of all Title Documents, TUSD may object to any one or more of the items listed
in the Title Documents that affect title to the Site (each a "Disapproved Item") by providing written
notice to City and Escrow Holder ("TUSD Title Notice"). If TUSD fails to provide a TUSD Title
Notice within such ten (10) calendar day period, TUSD shall be deemed to have approved the Title
Documents.
3.2.2. Upon discussion with one or both of the Parties, the Title Insurer may agree
to delete from the Title Documents any or all Disapproved Items specified in the TUSD Title
Notice.
3.2.3. If Title Insurer has not agreed to delete from the Title Documents all
Disapproved Items specified in the TUSD Title Notice, the City may elect to cure or cause the
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deletion of one or more of the remaining Disapproved Items, including, without limitation, through
purchase at City's expense of any endorsement(s) to the title insurance for the Site. The City shall
provide written notice to the TUSD and Escrow Holder, within ten (10) days after receipt of the
TUSD Title Notice, specifying whether City will cure or cause the deletion of all, some or none of
the remaining Disapproved Items ("City Title Notice"). If City fails to provide a City Title Notice
within such ten (10) calendar day period, the City shall be deemed to have elected to not cure or
cause the deletion of all remaining Disapproved Items.
3.2.4. If the City Title Notice indicates that City has not elected to cure or cause
the deletion of all remaining Disapproved Items, or if City fails to provide a City Title Notice,
TUSD may elect to either: (i) proceed with Close of Escrow on the basis of the remaining
Disapproved Items, if any; or (ii) cancel the Escrow, by providing written notice to City and Title
Insurer within ten (10) calendar days after receipt of the City Title Notice or, if no City Title Notice
was provided, within ten (10) calendar days of the date that was the deadline for delivery of the
City Title Notice ("TUSD Election Notice"). If TUSD fails to provide a TUSD Election Notice
within such ten (10) calendar day period, TUSD shall be deemed to have elected to cancel the
Escrow. If the cancelled Escrow is as to Site No. 2, the City shall then make a good faith effort to
identify an Alternative Site. In the event an Alternative Site is agreed upon, then this Agreement
shall govern TUSD's due diligence review and Escrow for the Alternative Site shall proceed in
the manner provided herein. .
3.2.5. If the City and/or Title Insurer are to cure or cause the deletion of any
Disapproved Items in accordance with this Section 3, such cure or deletion shall be a condition
precedent to the Close of Escrow.
3.2.6. Notwithstanding anything to the contrary, the TUSD may, but shall not be
required to, object to items specified in the Title Documents that relate to items of a monetary
nature, including, but not limited to, general taxes, special taxes, and assessment fees or charges,
mortgages, improvement liens, and similar encumbrances. As City is a public agency, it is
assumed no property taxes are applicable. As a condition precedent to Close of Escrow, the City
must pay-off or otherwise satisfy and release any and all items of a monetary notice and any special
tax or assessment liens, mortgages, improvement liens and similar encumbrances on or against any
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portion of the Site. This provision herein provides for payment of any and all general taxes, special
taxes, and assessment fees or charges and recordation of a Notice of Cancellation of liens for
special taxes and assessments and liens and right of any documents, conditions, and restrictions of
a property owner' association.
3.2.7. It shall be a condition precedent to the TUSD's obligation to proceed to
Close of Escrow that Title Insurer issue to the TUSD, at Close of Escrow, the Title Policy, insuring
TUSD's fee simple title to the Site, subject only to the TUSD "Approved Exceptions" and
otherwise free and clear of all mortgages, liens, charges, encumbrances, encroachments,
easements, conditions, exceptions, assessments, taxes, or other defects in title as provided in this
Agreement.
4. Due Diligence Review.
4.1 Access to Site. Prior to the Effective Date, TUSD was given a license by the City
for access to the Site for purposes of conducting its due diligence review. TUSD is accomplishing
its due diligence review of the Site and prior to Opening of Escrow shall independently approve
the condition of the Site and determine if suitable for its intended use, subject to review and
approval by CDE, DTSC on terms and conditions reasonably acceptable to TUSD, and completion
of Site as Construction -Ready. If not approved by TUSD, the City shall select an Alternative Site
and the provisions of this section 4.1 shall apply to the Alternative Site. The City is not making
any representations or warranties as to the suitability of the Site or Alternative Site for TUSD's
purposes beyond those specifically set forth in this Agreement. The foregoing Right of Entry
Agreement shall be amended prior to Close of Escrow to authorize TUSD to accomplish the Item
3 Work prior to Close of Escrow.
4.2 Documents. Prior to the Effective Date, City has delivered to TUSD copies of the
written information requested by TUSD and described on Exhibit "J" hereto with respect to Site
No. 2.
5. Conditions Precedent to Close of Escrow.
5.1 Documents. City and TUSD shall have deposited in Escrow the funds and
documents set forth in Section 6 below.
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5.2 Title Policy. The Title Company shall be irrevocably committed to issue the Site
Title Policy (hereinafter defined) upon the Close of Escrow subject only to the TUSD Approved
Exceptions.
5.3 6-12 School Proiect Approvals. TUSD shall have obtained and accepted: (i)
approval of the use of the Site for the 6-12 School Project from CDE; (ii) a "No Further Action
Letter" from the DTSC on conditions reasonably acceptable to TUSD; (iii) written verification
from City that City zoning of the Site provides for "School Purposes," including TUSD
administrative use, and (iv) the plan for the 6-12 School Project if it has been revised from what is
depicted on Exhibit "F." CDE, TUSD and City have approved access to and improvement of the
Site. The foregoing may include relocation of the Access Easement shown on Exhibit "F" hereto,
and changes to the public facilities to be provided by City as described in Exhibit "F" hereto.
5.4 Construction -Ready Site. The Site, shall be delivered Construction -Ready as
described in Items 1, 2, 3, 4, 5, 6, 7 and 8 of Exhibit "F." Items 1-5 shall be accomplished by City.
Items 6-8 shall be accomplished by TUSD using funds advanced by City as provided in Section
6.1.2(e) below.
5.5 No Material Change. As of the Close of Escrow, there shall be no material change
in the Site that would materially impair TUSD's use or development thereof for the purposes set
forth in this Agreement and the I/M Agreement.
5.6 Representations and Warranties. All of City's and TUSD's representations and
warranties as set forth herein shall be true as of the Close of Escrow.
5.7 No Default. City and TUSD shall not be in default hereunder. If either Party does
not give Escrow Holder written notice of the other Parry's default, such Party shall be deemed not
to be in default hereunder, and Escrow Holder shall proceed with the Close of Escrow.
6. Close of Escrow.
The Close of Escrow shall occur as provided for herein on or before December 31, 2016,
subject to any extension agreed to in writing by TUSD and City ("Closing Date").
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6.1 Items to be Delivered into Escrow.
6.1.1 Com. On or before one (1) business day prior to the date for Close of
Escrow, City shall execute, acknowledge (as applicable) and deposit into Escrow the following:
(a) One (1) original of an executed Grant Deed as to the Site in the form
of Exhibit "D" attached hereto including the Access Easement described in Exhibit "E";
(b) The Amended Right of Entry Agreement to allow TUSD to
accomplish the Item 3 Work prior to Close of Escrow;
(c) A non -foreign transferor declaration substantially in the form of
Exhibit "I" attached hereto;
(d) A California state tax withholding certificate in accordance with the
requirements of California Revenue and Taxation Code Section 18668 (the "California Tax
Certificate (TUSD)");
(e) Such other documents as may be reasonably required by Title
Company or Escrow Holder in order to issue the Site Title Policy or otherwise required to transfer
Site No. 2 to TUSD in accordance with the terms of this Agreement;
(f) Assignment to TUSD by City of any applicable guarantees as to
work accomplished by City as to the Site as Construction -Ready; and
(g) Immediately available funds in the amount of the costs described in
Section 9 below.
6.1.2 TUSD. On or before one (1) business day prior to the date set for Close of
Escrow, TUSD shall execute and deposit into Escrow the following:
(a) TUSD Certificate of Compliance of a Construction -Ready Site;
(b) Declaration by TUSD as to approval by CDE, DSA, if applicable,
and a "No Further Action Letter" of DTSC on conditions reasonably acceptable to TUSD;
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(c) A California state tax withholding certificate in accordance with the
requirements of California Revenue and Taxation Code Section 18668 (the "California Tax
Certificate (City)");
(d) The TUSD/CFD shall have been formed.
(e) City shall have advanced the sum of $4 million ("Planning Design
City Advance") representing a share of the cost of the design, construction, or inspection of any of
the Item 7 Work.
(f) Such other documents as may be reasonably required by Title
Company or Escrow Holder in order to issue the Site Title Policy or otherwise required for City to
convey and TUSD to acquire the Site in accordance with the terms of this Agreement including
authorizing acceptance of the Grant Deed and Access Easement for the Site.
6.1.3 TUSD/CFD. On or before one (1) business day prior to the date set for
Close of Escrow, TUSD/CFD shall execute and deposit into Escrow an executed copy of this
Agreement.
6.2 Site Title Insurance Policy. At the Close of Escrow and as a condition thereto,
the Title Company shall issue to TUSD a policy of title insurance as to the Site ("Site Title
Policy"). The Site Title Policy shall be an ALTA Standard Coverage Owner's Policy (2006 Policy
Form) in an amount specified by TUSD or mutually agreed to by the Parties as the fair market
value of the Site showing fee simple title grant of the Access Easement to Site No. 2 vested in
TUSD, subject only to the Site TUSD Approved Exceptions, and such other matters as to which
TUSD may consent in writing. The premium for the Site Title Policy and any costs incurred in
connection with the search and examination of title shall be paid by City.
7. Close or Cancellation of Escrow.
7.1 Closing Procedures. The Parties agree that the Escrow shall close and Escrow
Holder is instructed to close the Escrow upon the satisfaction or waiver of the last to be satisfied
or waived of the conditions precedent to the Close of Escrow set forth in Section 5 above, but in
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no event later than December 31, 2016. The Closing Date shall be extended for the period of time
necessary for TUSD to obtain approval thereof by CDE and DTSC as herein described.
7.2 Failure of Close of Escrow to Occur. In the event that the Close of Escrow fails
to occur by the Closing Date and neither Party is in default of its obligations hereunder, then either
Party may cancel the Escrow by written notice to the other Party and to Escrow Holder: In the
event that, due to a default by either Party, the Close of Escrow fails to occur by the Closing Date
and is not extended in writing as provided in this Agreement by the Parties, then without waiving
any rights or remedies which the "Non -Defaulting Party" may have against the "Defaulting Party"
as defined in Section 12 of this Agreement, the Non -Defaulting Party may cancel the Escrow upon
written notice to the Defaulting Party and to Escrow Holder.
7.3 Escrow Cancellation.
7.3.1 If, for any reason, the Escrow is cancelled or fails to close pursuant to
Section 7.2 above, Escrow Holder shall return to the Parties delivering same all instruments which
are then held by Escrow Holder in connection with the Escrow.
7.3.2 If the Escrow is cancelled or fails to close pursuant to Section 7.2 above and
neither Party is in default of its obligations hereunder, this Agreement shall be deemed to be
terminated (with the exception of those provisions which expressly state that they are to survive
such termination), and the Parties shall pay equal amounts as to the applicable provisions of the
I/M Agreement. In such event, neither Party shall be obligated to the other to close the Escrow
hereunder.
8. Escrow Holder's Instructions.
At such time as all of the conditions precedent to the Close of Escrow shall have been
satisfied or waived, the Escrow Holder shall notify the Parties and upon both Parties providing
written notice to Escrow Holder, which may be by electronic mail, that Escrow Holder may take
the following actions:
8.1 Date, as of the Close of Escrow, all instruments calling for a date.
8.2 Record. the Grant Deed and Access Easement in the Official Records.
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8.3 Provide TUSD and City telephonic notice that the Close of Escrow has occurred.
8.4 Deliver, after the Close of Escrow, the following:
To City: A copy, as recorded, of the recorded Grant Deed, Access
Easement and the original of the California Tax Certificate (TUSD).
To TUSD: The recorded Grant Deed, the recorded grant of the Access
Easement, the original non -foreign Transferor Declaration, the original of the California Tax
Certificate (City), the Site Title Policy and the amended Right of Entry Agreement for TUSD to
accomplish the Item 3 Work.
9. Costs and Prorations.
9.1 Costs to be Paid by City. City shall pay the following costs:
9.1.1 The premium for the Site Title Policy; and
9.1.2 All Escrow fees.
9.2 Costs to be Paid by TUSD. None, other than its share of Escrow Cancellation
Costs, if any.
10. Representations and Warranties; Covenants.
10.1 TUSD Representations and Warranties. As a material inducement to City to
enter into this Agreement, TUSD makes the following covenants, representations and warranties
to City as of the date hereof and as of the Close of Escrow.
10.1.1 TUSD's Authority to Execute Agreement. TUSD hereby represents to
City that on and as of the date of this Agreement and on and as of the Close of Escrow, TUSD has
full capacity, right, power and authority to execute, deliver and perform this Agreement and all
documents to be executed by TUSD pursuant hereto, and all required action and approvals therefor
have been duly taken and obtained for the Close of Escrow. The individuals signing this
Agreement and all other documents executed or to be executed pursuant hereto on behalf of TUSD
shall be duly authorized to sign the same on TUSD's behalf and to bind TUSD thereto. This
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Agreement and all documents to be executed pursuant hereto by TUSD are and shall be binding
upon and enforceable against TUSD in accordance with their respective terms.
10.2 City's Representations and Warranties. As a material inducement to TUSD to
enter into this Agreement, City hereby represents to TUSD that on and as of the date of this
Agreement and on and as of the Close of Escrow, City has full capacity, right, power and authority
to execute, deliver and perform this Agreement and all documents to be executed by City pursuant
hereto, and all required action and approvals therefor have been duly taken and obtained for the
Close of Escrow. The individuals signing this Agreement and all other documents executed or to
be executed pursuant hereto on behalf of City shall be duly authorized to sign the same on City's
behalf and to bind City thereto. This Agreement and all documents to be executed pursuant hereto
by City are and shall be binding upon and enforceable against City in accordance with their
respective terms.
11. Additional Agreements. The Parties further agree:
11.1 Joint Preparation. This Agreement has been proposed jointly by the Parties and
its terms and provisions, and the releases set forth herein, have been carefully read in their entirety
by each of the Parties, each of which has had the benefit and advice of counsel of its choosing;
11.2 No Undue Influence. In entering into this Agreement and the settlement and
releases set forth herein, each of the Parties is acting freely and voluntarily and without influence,
compulsion or duress of any kind from any course, including, but not limited to, any other Party,
its attorneys, representatives or anyone acting or purporting to act on behalf of any Party; and
11.3 Non -Assignment. Each Party to this Agreement represents and warrants that it has
not heretofore assigned, transferred, encumbered or purported to assign, transfer or encumber in
whole or in part, any claim, right or other matter transferred or released under this Agreement.
12. Expedited ADR Provisions. Any disputes, controversies, or claims between or among
the Parties arising under or relating to any of the terms or conditions of this Agreement, including,
but not limited to, the breach, enforcement, or interpretation of any of the terms or conditions of
this Agreement (collectively, "Dispute"), shall be resolved solely and exclusively by final and
binding arbitration ("Expedited ADR") conducted through the Orange County, California office
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of Judicial Arbitration and Mediation Services, Inc. ("JAMS"), in accordance with the process set
forth in the I/M Agreement, which are incorporated as if set forth herein in full.
13. Miscellaneous.
13.1 Notices. All notices or other communications between City and TUSD required or
permitted hereunder shall be in writing and personally delivered or sent by certified mail, return
receipt requested and postage prepaid, or sent by reputable overnight courier (such as Federal
Express, UPS or DHL), or transmitted by electronic mail (with electronic confirmation of receipt),
to the following addresses:
If to City: City of Tustin
300 Centennial Way
Tustin, California 92780
Attention: Jeffrey Parker, City Manager
E-mail: jparker@tustinca.org
with a copy to: Woodruff, Spradlin & Smart
555 Anton Boulevard, Suite 1200
Costa Mesa, CA 92626
Attention: David Kendig, City Attorney
E -Mail: dkendig c@wss-law.com
If to TUSD: Tustin Unified School District
300 South C Street
Tustin, California 92692
Attention: Chief Financial Officer
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with a copy to: Bowie, Arneson, Wiles & Giannone
4920 Campus Drive
Newport Beach, California 92660
Attention: Alex Bowie, Esq.
E -Mail: abowie(@bawg.com
A notice shall be effective on the date of personal delivery if personally delivered before
5:00 p.m. or otherwise on the day following personal delivery, or when received, if transmitted by
electronic mail (with electronic confirmation of receipt), or two (2) business days following the
date the notice is postmarked, if mailed, or on the day following delivery to the applicable
overnight courier, if sent by overnight courier. Either Party may change the address to which
notices are to be given to it by giving notice of such change of address in the manner set forth
above for giving notice.
13.2 Time of the Essence. Time is of the essence of this Agreement and each and every
term and provision hereof.
13.3 Interpretation; Governing Law. This Agreement shall be construed as if
prepared by both Parties. This Agreement shall be construed, interpreted and governed by the
laws of the State of California and the laws of the United States of America prevailing in
California.
13.4 Performance of Acts on Business Days. Unless specifically stated to the contrary,
all references to days herein shall be deemed to refer to calendar days. In the event that the final
date for payment of any amount or performance of any act hereunder falls on a Saturday, Sunday
or holiday, such payment may be made or act performed on the next succeeding business day.
13.5 Further Assurances; Survival. Each Party will, whenever and as often as it shall
be requested to do so by the other Party, execute, acknowledge and deliver, or cause to be executed,
acknowledged and delivered, any and all such further conveyances, assignments, approvals,
consents and any and all other documents and do any and all other acts as may be necessary to
carry out the intent and purpose of this Agreement. All covenants and obligations contained in
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this Agreement which imply or require performance after the Close of Escrow and all
representations and warranties of the Parties contained in this Agreement shall survive the Close
of Escrow.
13.6 Entire Agreement; Amendments. This Agreement, together with the I/M
Agreement referred to herein, is intended by the Parties to be the final expression of their
agreement with respect to the subject matter hereof, and is intended as the complete and exclusive
statement of the terms of the agreement between the Parties. As such, this Agreement supersedes
any prior understandings between the Parties, whether oral or written. Any amendments to this
Agreement shall be in writing and shall be signed by all Parties hereto.
13.7 No Waiver. A waiver by either Party hereto of a breach of any of the covenants or
agreements hereof to be performed by the other Party shall not be construed as a waiver of any
succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof.
13.8 Assignment. Neither Party hereto shall assign its rights under this Agreement
without the prior written consent of the other Party, which consent shall be not be unreasonably
withheld.
13.9 Binding Effect. This Agreement shall be binding upon and inure to the benefit of
the Parties hereto and their respective heirs, representatives, successors and permitted assigns.
13.10 Headings; Cross -References; Exhibits. The headings and captions used in this
Agreement are for convenience and ease of reference only and shall not be used to construe,
interpret, expand or limit the terms of this Agreement. All cross-references in this Agreement,
unless specifically directed to another agreement or document, shall refer to provisions in this
Agreement and shall not be deemed to be references to any other agreements or documents. Each
of the exhibits attached to this Agreement is hereby incorporated into this Agreement by this
reference.
13.11 Counterparts. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
document.
16
BAW&G! 183692.18
1105543.1 FINAL
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date
set forth opposite their respective signatures below.
DATED: , 2015 CITY:
CITY OF TUSTIN,
a California municipal corporation
By:
Name: Jeffrey C. Parker
Title: City Manager
APPROVED AS TO LEGAL FORM:
By:
Name: David Kendig
Title: City Attorney
DATED: , 2015 TUSD:
Tustin Unified School District, a California public
agency
By:_
Name:
Title:
APPROVED AS TO LEGAL FORM:
Bowie, Arneson, Wiles & Giannone,
Attorneys for Tustin Unified School District
By:
Name: Wendy H. Wiles, Esq.
17
BAW&0/183692.18
1105543.1 FINAL
EXHIBIT "A"
I/M AGREEMENT
This Site Conveyance Agreement is attached to and incorporated in the "School Facilities
Implementation, Funding and Mitigation Agreement Between Tustin Unified School District,
Community Facilities District No. 06-1 of Tustin Unified School District, the City of Tustin and
Community Facilities District No. 2014-1 of the City of Tustin" which for purposes of this
Exhibit "A" is herein incorporated
A-1
BAW&G/183692.18
1105543.1 FINAL
MAP OF 10—ACRE SITE
EXHIBIT "B"
` ]MIBIT ':Cn
LEGAL DESCRIPTION OF AiSSESS HASEM g17Cr
In the City of Tustin, County of Orange, State of California, being portions of Lots R, U & V of
Tract No. 17404 as per map Sled in Book 907, Pages 6 through 42, inclusive, and a portion; of Lot 35
of Tract No. 17026 as per map filed in Boots 884, Pages 1 through 14, inclusive, both of
Miscellaneous Maps, in the office of the County Recorder of said county, more particularly
described as follows:
For the purpose of this1egat description, the centerline of Reference Line is defined as follows:
Beginning at a point on the centerline of Tustin Ranch Road distant 43.91 feet southerly from the
centerline intersection of said Tustin Rand Road with the northerly line. of Lot YYY of said Tract.
17404 as shown on said map; thence North 71°24'010 West 430.94 feet to a curve concave southerly
having a radius of 1150.00 feet, thence westerly 368:74 feet along said curve through a central angle
of 18°22'170; thence North 89°46'18" West 404.82 feet to a curve concave northerly having a radius
of 1200.00 feet; thence westerly 800.97 feet along said curve through a central angle of 3nV36° to
the Point of Terminus.
For the purpose of this legal description, the centerline of Kensington Park Drive is defined as
follows:
Beginning at the centerline intersection of Valencia Avenue and Kensington Park Drive as shown
on said Tract 17404; thence South 40°3915" West 82.74 feet to a curve concave northwesterly
having a radius of 1150.00 feet; thence. southwesterly 648.49 feet along said curve through a central
angle of 32°1814"; thence South 72°5T49" West 318.45 feet to a curve concave southeasterly having
a radius of 1150.00 feet; thence southwesterly 64820 feet along said curve through a central angle
of 3201742"; thence non -tangent from said curve South 4004906" West 914.02 feet to a point on the
centerline of the hereinabove described centerline of Reference Line and being a curve concave
northeasterly and having a radius of 1200.00 feet, which a radial line bears South 38°28'18° West
and distant 800.97 feet northwesterly from the southeasterly terminus of said curve, said .point also
being the Point of Terminus.
Revised: December 23,2G14
Det,eruber 19, 2014
AMON WO No. 0940-38
Page 1 of 5
H&A Lepl'No. 8372
By: R. Beuschlein
C-1 Checked.By R Wheeler
W
sil-a A-01 Z .
PARCEL A—
Commencing at the most westerly corner of Lot KKKK of said Tract No. 17404, said point being on
the southwesterly Right of Way line of Valencia Avemie-as shown, on said Tract No.17404; thence
along said southwesterly Right of Way line North, 49°20'45". West 6.00 feet; thence departing said
southwesterly Right of Way line South 81°56137' West 39.93 feet to a point on a line. 30.00 feet
southwesterly and parallel with measured at right angles from said southwesterly Right of Way line
of said Valencia Avenue, said point also being the True Point of Beginning; thence along said
parallel line the following five (5) courses:
1. South 49020'45" East 82.35 feet to a curve concave southwesterly having a radius of 12.00
feet,
2. southeasterly 296 feet along said curve through a central angle of 1400913",
3. South 35°11'32" East 36.6..6 feet to a curve concave northeasterly having a radius of 88.00
feet,
4. southeasterly 21.74 feet along said curve through a central angle of. 14"09'13" and
5. South 49'20'45" East 527.58 feet;
thence departing said parallel line,. South 4°2045" East 11.92 feet to a line 36.00 feet northwesterly
and parallel with measured at right angles from the northwesterly Right of Way line of Tustin
Ranch Road as shown on said Tract No.17404; thence along said parallel line the following eleven
(11) courses:
.1. South. 40639'18" West 36.63 feet to a curve concave southeasterly having a radius of 2472.00
feet,
2. southwesterly 0.96 feet along said curve through a central angle of MW to a reverse
curve concave northwesterly having a radius of 11.00 feet,
C-2
Revised: December 23, 2614
December 19, 2014
WO No. 094.9-38
Page 2 of 5
H&A Legal No. 8372
By: R. Bumblein
Checked By: R. Wheeler
3. southwesterly 2.60 feet along said curve through a central angle of 13°31'04",
4. South 54909'02" West 36.40 feet to a curve concave southeasterly having a radius of 89.00
feet,
5. southwesterly 23.18 feet along said curve through a central angle of 14°55'26" to a
compound curve concave southeasterly having a radius of 2484.00 feet,
6. southwesterly 60.96 feet along said curve through a central angle of 1°247.2" to a compound
curve concave southeasterly having a radius of 89.00 feet,
7. southwesterly 23.18 feet along said curve through a central angle of 14055260,
8. South 22°5348" West 36.40 feet to a curve concave northwesterly having a radius of 11.00
feet,
9. southwesterly 2.60 feet along said curve through a central angle of 13031'04" to a reverse
curve concave southeasterly having a radius of 2472.00 feet,
10. southwesterly 768.62 feet along said curve through a central angle of 17048'54" and
11. South 18°35'59" West 412.42 feet to a point'on a line 197.00 feet northerly and parallel with
measured at right angles from the hereinabove described centerline of Reference line;
thence along said parallel line the following four (4) courses:
1. North 71'24'01" West 330.94 feet to a curve concave southerly having a radius of 1347.00
feet,
2. westerly 431.90 feet along said curve through a central angle of 18"22'17",
3. North 8904618" West 404.82 feet to a curve concave northerly having a radius of 1003.00
feet and
Revised: December 23, 2014
December 19, 2014
WO No. 0949-38
Page 3 of 5
H&A Legal No. 8372
By: R. Beuschlein
Checked By: R. Wheeler
c-3
4. westerly 461.91 feet along said curve through a central angle of 26°23'11" to a point on the
westerly line of said Lot R;
thence along said westerly line and the northwesterly line of said Lot R the following three (3)
courses:
1. non -tangent from said curve North 14°52'08" West 10151 feet,
2. North 74°02'39" East 763.93 feet and
3. North 600478" East 330.89 feet to the most northerly corner of said Lot R, said point also
being a point on the westerly line of said Lot 35;
thence departing said westerly and northwesterly lines of said Lot R along said westerly line of Lot
35, North 6°04'26" East 296.17 feet to a non -tangent curve concave southerly having a radius of
i 1104.00 feet, a radial line to the beginning of said curve bears North 21000'50" West, said point
being 46.00 feet southeasterly and parallel with measured at right angles from the hereinabove
described centerline of Kensington Park Drive;
thence along said parallel line the following three (3) courses:
1. easterly 76.64 feet along said curve through a central angle of 3°58'39",
2. North 72°5749" East 318.45 feet to a curve concave northwesterly having a radius of 11.96.00
feet and
3. northeasterly 674.43 feet along said curve through a central angle of 32°1834";
thence departing said parallel line non -tangent from said curve North 81056`37" East 0.99 feet to the
True Point of Beginning.
Containing 40.03 Acres, more or less.
Revised: December 23, 2014
December 19, 2014
WO No. 0949-38
Page 4 of 5
H&A Legal No. 8372
By: R Beuschlein
c-4 Checked By: R Wheeler
As shown on Exhibit `B" attached hereto and by this reference made a part hereof;
Robert L Wheeler IV L.S. 8639
Date:
Revised: December 23, 2014
December 19, 2014
WO No. 0949-38
Page 5of5
H&A Legal No. 8372
By: R. Beuschlein
C-5 Checked Bar R. Wheeler
EXHIBIT "B"
Sketch to Accompany Legal Description
(Access Easement Needs to be Added) <C�
I
L IRVINE'S SUBDIVISION
LOT 77
BLOCK 10, SEE SHEET 2)
LOT 76 GVV
/ I BLOCK 46 VG\\\
LOT 85
BLOCK 46
Q
M.R.M. 1/88
4
POk. LOT P
OTS PDR. LQT R —
LOT Q
LOT MMMM�1 -SLOT LLLL
71
17
I L/ POR. L0TIIl! (v
P°R r
POR. 19,
:. LOT KKK
®HUNSAKER & ASSOCIATES EXHIBIT
I R V I N E I N C
PLANNING • ENGINEERING v SURVEYING
Three Hughes . fPft CA 92610 • PH: (949) SOMMO . M (949) Se7-0759 CITY OF TUSTIK COUNTY OF ORANGE, STATE OF CALIFORNIA
DATE: 12/19/14 a e 12/23/14 By..`R•Beuschlein B d R. WHEELER SCALE: 1"= 500' W.O. 4449-38
`x=` I:\TustinLegacy\LD\8372\SHT01.dwg I H&A LEGAL No. 83721 SHEET 1 OF 7
c-6
PDR 35
TRACT No. 17026
M.M. 884/1-14
EXHIBIT "B"
Sketch to Accompany Legal Description.
(SEE SHEET 3) ,
1 I 52' 1 I
I I I LINE TABLE
I LINE I BEARING LENGTH
~O o l l l L1 S81°56'37"W 40.92
-1 L2 SB1056'37"W 39.9
r 1 Ci L3 N81°56'37"E 0.99'
I IgI > L4 9.0'45"E 8135'
I -. - z I L5 S35111 1'32"E 36.66'
111 s w I
III
I A 52! i �-- - -- —
T p
th
h-► dz32°18� R=1150.00' L=641.49' -- -
KENSINGTON PARK DRIVE v l,.,,
1440'39'15"E 8174'
CL KENSINGTON
_,PARK DRIVE
POR. 35
T.P O.B.-�
� I I� ' 1 I I P.O.0
TRACT No. 17026
a=14•x9'13" -- ' ; 3'' 52' I MOST WL
OF LOT k
M. M. 884/1-14
R=12.00' L=2.96'
I I
J
R=88.00' L=21.74'
30 64' 1 1 1
CEL AI
I I �= I
(HIGHSCHOOL SITE)
�°
a
>Us I
40.03 AC.
o
N 1 1 1 Z 1
``
IN I C I I
iv 1 1
irM
f
l
(SEE SHEET 3)
®ER 6c ASSOCIATES
I R V I R V N E I N C . EXHIBIT
PLANNING 04ONEERING ■ SURVEYING
Thm Hushes ° M-^ G 92616 ° M (949) W) -I= ° M (949) SDOM CITY OF TUSTIN, COUNTY OF ORAMF, STATE OF CAUFORN A
DAM 12 19 14 NONE e'r R.Beuschlein ex° R. WHEELER SCALE: 1"= 100' WA. 0449-38
"`E� I:\TustinLegoc \LD\8372\SHT02.dw H&A LEGAL No. 83721 SHEET 2 OF 7
C-7
/r A/- , , " �, (�, "o\\
EXHIBIT nB"
Sketch to Accompany Legal Description
N
LINE TABLE
LINE BEARING LENGTH
b<\50p. '9 __/ / L6 I N40oulig"E I 139.06'
POR 35
TRACT No. 17026
M. M. 884/1-14
�-
0o s9�\
Aon 9SF s \
LLJ
t �3
�S1NGtoN
W 1�E
PARCEL A
(HIGH SCHOOL SITE) V0� 01 " p \
40.03 AC.
V�
POR. 35
TRACT No. 17026
M.M. 884/1-14 / // >0•4
18
(SEE SHEET 4)
HUNSAKER & ASSOCIATES N EXHIBIT
R V I N E , 1 C
PLINNIIC ■ ENGINEERING • SURVEYING
Them 1AQ= • MA CA MW • FM (919) 5874010 • Fk QD49) 587.6769 CITY OF TUSTIN, COUNTY OF ORANGE; STATE OF CALIFORNIA
DATE: 12 1$ 14 h NONE I 'ew,3R.Beuschlein s ° R. WHEELER SCALE 1"= 200' 1 W.O. 0449-38
IILD INTustin oc LO 8372 SHT03.dw H&A LEGAL No. 83721 SHEET 3 OF 7
C-8
tz
W
EXHIBIT
Sketch, to Accor►ip
POR. 35
TRACT No. 17026
M.M. 864/1-14
�\ (HIGHARCEL SCHOOL SITE)
\
40.03 ACC,
POR. LOT R
18"22'1%"
---R=134X7,00
REFERENCE k I
217
f/ f
"B"
any Legal Description
(SEE 'SHEET 3)
Ab
ry
14e
I Z \
?01
POR. LOT III
P.O.C. FOR REFERENCE UNE
a ' CL INT. 7US71N RANCH ROAD
N / & N'LY LINE LOT YYY
POR. LOT R 440 POR SOT JJJ
CL REFERENCE UNEP R�VF
• l R 19 \ N�
POR. LOT KKK
®I K V I ER & ASSOCIATES EXHIBIT
1 R V N E , 1 N C
PLANNING w ENGINEERING • SURVEYING
Tb= "hu . Wbm, CA 9" . Pit (949) SWIM . M 00 SM -M CITY OF TUnK COUNTY OF ORANM STATE OF CALIFORNIA
— 12/19/14 u1re 12/23/141'r, R.5euschleinj W R. WHEELERSCALE 1°= 200' W.O. 0449-38
"`- I: TustinLeac LD\8372\SHT04.dw H
,&A LEGAL Na 83721 SHEET 4 OF 7
C-9
EXHIBIT "B"
Sketch to Accompany Legal Description
IRVINE'S SUBDIVISION
CURVE TABLE
CURVE DELTA I RADIUS I LENGTH
C1 18°22'17' 1 1150.00' 368.74'
C2 18022'17° 1 1347.00' 431.90'
LOT 85
BLOCK 46
ti
�RO i 60
M.R.M. 1/88
�01
lass '19-
L-P.O.T.
9•
L-P.O.T.
CL KENSINGTON
PARK DRIVE &
REFERENCE LINE
POR. LOT P
i
.hti R POR.
58 :,
a
'T
\ PDR. 35
s POR.
LOT S \ % TRACT No. 17026
�s•'•• \
; ,\ M.M. 884/1-14
Q'CO\
POR. LOT P \ ; ; 1
PARCEL A \ \
(HIGH SCHOOL S11E) `
Q03 AC,
POR LOT R
LINE
-- N89°46'18'W
POR. LOT R
®ER & ASSOCIATES
I R V I R V N E , I N C EXHIBIT
PLANNING ■ ENGINEERING • SURVEYING
Thrsa Fk;has • Irving CA 98618 ° Pk (949) 681.1** • ft 00) S93 -M CITY OF TUSTIN, COUNTY OF ORANGE; STATE OF CALIFORNIA
°AI` 12/19/14 D" NONE a,.. R.Beuschlein '° R. WHEELER SCALE 1°= 200' W.O. 0448.38
1:\TustinLegacy\LD\8372\SHT05.dwg I H&A LEGAL NQ B3721 SHEET 5 OF 7
C-10
LOT 85
BLOCK 46 _
EXHIBIT "B",
Sketch to Accompany Legal Description
IRVINE'S SUB01WSION
/ q
Zc, \
LOT 76
BLOCK 46
4011
/ POR 35 v�
TRACT No. 17026 j w
&M.M. 884/1-14N.
/POR.
/ 58 N s
M.R.M. 1/88 j��`�POR
1 p�
58 p
an .
tz �s•' POR. LOT Swi Vol
LU
T \ \
co
POR \ \ POR`
LOT P \ ( ;LOT R
\ f i
(SEE SHEET 5
6=3°58'39'
L=76.64'
PARCEL A
(HIGH SCHOOL SITE)
40.03 AC.
POR 35
TRACT No. 17026
M.M. 884/1-14
®HUNSAKER & ASSOCIATES EXHIBIT
1 R V 1 N E , I N C
PUINNINC • ENGINEERING • SURVEYING
Thee ftho - Mi% CA 92619 - Pit (90) 587.1410 - FM (949) 38WN CITY OF TU8TIN, COUNTY OF ORANGE, STATE OF CAUFORNIA
DAIS 12/19/14 1 a 'Vie NONE'eY° R.Beuschlein 'x° R. WHEELER SCALE: 1"= 200' 1 W.O. 044048
"`E I:\TustinLe ac LD 8372 SHTO 6.dw H&A LEGAL No. 83721 SHEET 6 OF 7
C-11
EXHIBIT "B"
Sketch to Accompany Legal Description
(SEE SHEET 3)
ti
P
PARCEL A
(HIGH SCHOOL SIT)
40.03 AC, s'
POR. 35 6=13°3104 ,li �• V
TRACT No. 17026 R=11.00,-;;,;
M.M. 884/ 1-14
A=14055'26"
L=23.18'
R�?�2P��• � � I / gyp,
.tis"• asp.po i-
;gyp. 96..
XAV
4- /
A=14955'26"
R=89.00'
L=23.18'
&13°31'04"
R=11.00'
L=2.60'
SHEET
/
18
UNE TABLE
LINE.
BEARING
LENGTH
L6
N40°39'18"E
139.06'
V
S40°39'is"W
36.65
L8
S54.09'027W
36.40'
L9
S22953'48"W
36.40'
®ER 6L ASSOCIATES
I R V I R V N E, I N C EXHIBIT
PUWNING v ENGINEERING ■ S
97518 • 1 S4 583 583.0759 M CITY OF TUSTIN. COUNTY OF ORANGE, STATE OF CALIFORNIA
TMn FtutING
lw Mi�q GlFIR (449) !Cl+WlO • 170 14491
DAZE: 12/19/14 0 -NONE I 'e,.R.Beuschlein e,. R. WHEELER SCALE: 1"= 50' 1 W.O. 0449-38
sve. I:\TustinLe oc LD\8372 SHT07.dw HBA LEGAL No 83721 SHEET 7 OF 7
C-12
WHEN RECORDED MAIL TO:
TUSTIN UNIFIED SCHOOL DISTRICT
Attn: Chief Financial Officer
300 South C Street
Tustin, CA 9280
Exempt from recording fee per
Government Code §§ 6103 and 27383
Exempt from Documentary Transfer Tax pursuant Taxation Code § 11922
GRANT DEED AND ENVIRONMENTAL
RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471
This DEED is made this day of 2015, by the CITY OF TUSTIN,
CALIFORNIA, the recognized local redevelopment authority for Marine Corps Air Station Tustin
(the "GRANTOR"), in favor of the TUSTIN UNIFIED SCHOOL DISTRICT (the
GRANTEE").
RECITALS:
A. GRANTOR requested from the United States of America (hereinafter the
"Government") conveyance of a portion of the former Marine Corps Air Station Tustin, ("MCAS
Tustin") which was closed pursuant to and in accordance with the Defense Base Closure and
Realignment Act of 1990, as amended (Pub. L. No. 101-510; "Base Closure Act") and which is no
longer required for military purposes; and
B. The Government and GRANTOR entered into the Agreement between the United
States of America and the City of Tustin, California, for the Conveyance of a Portion of the
Former Marine Corps Air Station Tustin (the "Agreement"), dated May 13, 2002, which sets forth
the terms and conditions of the conveyance of portions of MCAS Tustin from the Government to
GRANTOR; and
C. Pursuant to the Agreement, the Government conveyed property at the Marine Corps
Air Station, Tustin ("City Property") to GRANTOR on May 13, 2002; and
D. Pursuant to California Civil Code § 1471 and a Finding of Suitability to Transfer
("FOST"), the Government determined that it is reasonably necessary to impose certain restrictions
on the use of the City Property to protect present and future human health or safety or the
environment as a result of the presence of hazardous materials on portions of the City Property
described hereinafter with particularity.
E. GRANTOR and GRANTEE have entered into that certain Site Conveyance
Agreement dated '2015, between the City of Tustin and the Tustin Unified School
District for the conveyance of a portion of MCAS Tustin for the establishment of a 6-12 Schools
Facility Project as defined therein ("Site Conveyance Agreement") and that School Facilities
Implementation, Funding and Mitigation Agreement ("I/M Agreement"), setting forth the terms
EXHIBIT "D"
1107626.1BAW&G/185189 FINAL
and conditions of the conveyance of a portion of the City Property from GRANTOR to GRANTEE
and construction of the 6-12 School Project, as defined in the UM Agreement, thereon.
NOW THEREFORE, GRANTOR, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, does hereby remise, release and forever quitclaim to
GRANTEE, all of GRANTOR's right, title and interest in and to that certain real property,
comprising approximately 40 acres, more or less (hereinafter "TUSD Property"), as more
particularly described in Exhibit "A."
1. EXCEPTING THEREFROM, and reserving to GRANTOR its successors and
assigns, together with the right to grant and transfer all or a portion of the same, the following:
1.1 Any and all water, water rights or interests therein appurtenant or relating to
the TUSD Property or owned or used by GRANTOR in connection with or with respect to the
TUSD Property ( no matter how acquired by GRANTOR), whether such water rights shall be
riparian, overlying, appropriative, littoral, percolating, prescriptive, adjudicated, statutory or
contractual, together with the perpetual right and power to explore, drill, redrill and remove the
same from or in the TUSD Property, to store the same beneath the surface of the TUSD Property
and to divert or otherwise utilize such water, rights or interests on any other property owned or
leased by GRANTOR; but without, however, any right to enter upon or use the surface of the
TUSD Property in the exercise of such rights or to interfere with GRANTEE's use thereof.
2. SUBJECT TO THE FOLLOWING NOTICES, COVENANTS,
RESTRICTIONS, AND CONDITIONS, which shall run with the land and be binding upon and
enforceable against GRANTEE, its successors and assigns:
2.1 Conditions. The TUSD Property shall be planned, developed, and maintained for
the School Facilities Project as such is defined in the I/M Agreement and other school facility uses,
including, but not limited to, those set forth on Exhibit "F", Attachment "1" to the Site
Conveyance Agreement. Any uses not referenced herein are subject to a determination by the
GRANTOR as to consistency with the terms and conditions of the Specific Plan, the UM
Agreement and the Site Conveyance Agreement.
2.2 Restrictions on Transfers.
2.2.1 Permitted Transfers. Prior to construction of either the 6-12 School Project,
the 9-12 School Project or the 6-8 School Project, GRANTEE shall not effect, or agree to effect,
any transfer, sale, assignment, gift or other conveyance of all or any portion of the TUSD Property
or any improvements thereon or any interest therein, whether voluntarily, involuntarily or by
operation of law except as otherwise provided in the I/M Agreement and those easements, leases,
licenses, etc., that are required in TUSD's discretion to operate and maintain the TUSD Property
for the 6-12 School Project.
2.2.2 Remedies For Improper Transfers. Any purported transfer that is not a
permitted transfer shall, at the election of GRANTOR, be null and void. In the event of a transfer
in violation of this Section 2.2, GRANTOR shall have all remedies available to it at law and in
equity, including the right to exercise the Power of Termination and the right to the return of the
TUSD Property to the City.
2.3 Federal Deed. The quitclaim deed from the Government conveying the City
Property to GRANTOR was recorded prior to the recordation of this Deed. In its transfer of the
City Property to GRANTOR, the Government identified certain building(s) or portions of
1107626.1/BAW&G/185189 FINAL
building(s) as being located on the TUSD Property. GRANTOR has no knowledge regarding the
accuracy of such information. Additionally, in its transfer of the City Property to GRANTOR, the
Government identified certain building(s) or portions of building(s) as having, presumed to have,
or requiring surveys for, friable and non -friable asbestos containing materials and lead based paint,
and the presence of certain contaminants and hazardous materials. GRANTOR has no knowledge
regarding the accuracy of such information and makes no warranties regarding the condition of the
building(s) on the TUSD Property, if any.
GRANTOR makes no warranties regarding the environmental conditions on the TUSD
Property and has no knowledge regarding the accuracy or adequacy of the Government's
remediation of the TUSD Property as provided in the deed conveying the TUSD Property to
GRANTOR, and except as otherwise provided in the Site Conveyance Agreement, GRANTOR
has taken no steps to abate any such conditions.
The italicized information below is copied verbatim (except as discussed below) from the
Federal Deed conveying the City Property to GRANTOR. To the extent applicable to the TUSD
Property conveyed hereunder, by acceptance of this Deed GRANTEE hereby acknowledges and
assumes all responsibilities placed upon GRANTOR under the terms of the aforesaid Federal Deed
to GRANTOR. Within the italicized information only, the term "GRANTOR" shall mean the
Government, and the term "GRANTEE" shall mean the City of Tustin; to avoid confusion, the
words "Government" have been added in parenthesis after the word "GRANTOR", and "City of
Tustin" has been added in parenthesis after the word "GRANTEE".
Quitclaim Deed G and Environmental
Restriction Pursuant to Civil Code Section 1471
2.4 Asbestos Containing Material
2.4.1. GRANTEE (City of Tustin) is hereby informed and does
hereby acknowledge that hazardous materials in the form of asbestos or asbestos -
containing materials ("ACM) have been found and are otherwise presumed to exist
in buildings and structures on the Property. The EBS and FOST disclose the
presence of known asbestos or ACM hazards in such buildings and structures on
the Property.
2.4.2. GRANTEE (City of Tustin) covenants, on behalf of itself, its
successors and assigns, as a covenant running with the land, that it will prohibit
occupancy and use of buildings and structures, or portions thereof, containing
known asbestos or ACM hazards prior to abatement of such hazards. In connection
with its use and occupancy of the Property, including, but not limited to, demolition
of buildings and structures containing asbestos or ACM, it will comply with all
applicable federal, state and local laws relating to asbestos and ACM.
2.4.3 An ACMsurvey has not been conducted for
Buildings/Structures 562, 569, 584, 590, 592, 597, and 607 on Parcel 1-G-1.
GRANTEE (City of Tustin) shall prohibit occupancy and use of those buildings and
structures and portions thereof until ACM surveys have been conducted by
GRANTEE (City of Tustin) or its successors and assigns, and any necessary
abatement required under applicable federal, state and local laws relating to
asbestos and ACM has been completed by GRANTEE (City of Tustin) or its
successors and assigns.
1107626.1BAW&G/185189 FINAL
2.4.4. The GRANTOR (Government) shall provide a notice of
release, in recordable form, to the GRANTEE (City of Tustin) at such time as
demolition of the buildings on the Property containing -4 CM has been completed
and the appropriate government regulatory agency(s) have confirmed in writing to
the GRANTEE (City of Tustin) that ACM has been removed from the buildings and
any necessary soil remediation has been conducted in accordance with all
applicable federal, state, and local laws and regulations. This notice of release
shall be deemed to remove all notices and restrictions relating to ACMfrom the
Property. The GRANTOR (Government) shall have no obligation under this
subparagraph for the demolition of buildings or the removal ofACMor soil
remediation related to such demolition or removal action.
2.5 Lead Based Paint (LBP).
2.5.1. The Property may include improvements that are presumed
to contain LBP because they are thought to have been constructed prior to 1978.
Building 182 is restricted from residential use and children are not allowed to
occupy the building. When Building 182 is demolished, the GRANTEE (City of
Tustin) or its successors and assigns, will be required to demolish the building in
accordance with applicable laws and conduct post -demolition sampling and
abatement of any soil -lead hazards related to the demolition prior to occupation
of any newly constructed buildings. Lead from paint, paint chips, and dust can
pose health hazards if not managed properly. Pursuant to 40 CFR Section
745.113 the following notice is provided, "Every purchaser of any interest in
residential real property on which a residential dwelling was built prior to 1978
is notified that such property may present exposure to lead from lead-based paint
that may place young children at risk of developing lead poisoning. Lead
poisoning in young children may produce permanent neurological damage,
including learning disabilities, reduced intelligence quotient, behavioral
problems, and impaired memory. Lead poisoning also poses a particular risk to
pregnant women. The seller of any interest in residential real property is
required to provide the buyer with any information on lead-based paint hazards
from risk assessments or inspections in the seller's possession and notify the buyer
of any known lead-based paint hazards. A risk assessment or inspection for
possible lead-based paint hazards is recommended prior to purchase. "
2.5.2. The GRANTEE (City of Tustin) hereby acknowledges the
required disclosure of the presence of any known LBP and/or LBP hazards in
target housing constructed prior to 1978 in accordance with the Residential
Lead -Based Paint Hazard Reduction Act of 1992, 42 US. C. Section 4852d (Title
A). The GRANTEE (City of Tustin) acknowledges the receipt of available records
and reports pertaining to LBP and/or LBP hazards and receipt of the
Environmental Protection Agency (EPA) approved pamphlet "Protect Your
Family from Lead in Your Home " (EPA 747-K-94-001). Furthermore, the
GRANTEE acknowledges that it has read and understood the EPA pamphlet.
2.5.3. The GRANTEE (City of Tustin) covenants and agrees that,
in any improvements on the Property defined as target housing by Title X and
constructed prior to 1978, LBP hazards will be disclosed to potential occupants
in accordance with Title X before use of such improvements as a residential
dwelling (as defined in Title Aq. Further, the GRANTEE (City of Tustin)
1107626.1BAW&G/185189 FINAL
covenants and agrees that LBP hazards in target housing will be abated in
accordance with Title X before use and occupancy as a residential dwelling.
"Target housing" means any housing constructed prior to 1978, except housing
for the elderly or persons with disabilities (unless any child who is less than six
[61 years of age resides, or is expected to reside, in such housing) or any zero -
bedroom dwelling.
2.5.4. The GRANTEE (City of Tustin) covenants and agrees that
in its use and occupancy of the Property, it will comply with Title X and all
applicable federal, state, and local laws relating to LBP. The GRANTEE (City of
Tustin) acknowledges that the GRANTOR (Government) assumes no liability for
damages for personal injury, illness, disability, or death to the GRANTEE (City of
Tustin), or to any other person, including members of the general public, arising
from or incident to the purchase, transportation, removal, handling, use,
disposition, or other activity causing or leading to contact of any kind whatsoever
with LBP on the Property, arising after the conveyance of the Propertyfrom the
GRANTOR (Government) to the GRANTEE (City of Tustin), whether the
GRANTEE has properly warned, or failed to properly warn, the persons injured.
2.5.5. The GRANTOR (Government) shall provide a notice of
release, in recordable form, to the GRANTEE (City of Tustin) at such time as
demolition of the buildings on the Property containing LBP has been completed
and the appropriate government regulatory agency(s) have confirmed in writing
to the GRANTEE (City of Tustin) that LBP has been removed from the buildings
and any necessary soil remediation has been conducted in accordance with all
applicable federal, state, and local laws and regulations. This Notice of Release
shall be deemed to remove all notices and restrictions relating to LBP from the
Property. The GRANTOR (Government) shall have no obligation under this
subparagraph for the demolition of buildings or the removal of LBP or soil
remediation related to such demolition or removal action.
2.6. Notices And Covenants:
2.6.1. Notices: Hazardous Substance Notification. Pursuant to
42 U.S.C. § 9620(h)(3)(A), and the provisions of 40 C.F.R. part 373, the Grantor
(Government) hereby gives notice that hazardous substances were stored for one
year or more, released or disposed of on the Property. The information contained
in this notice is required by regulations promulgated under Section 120(h) of the
Comprehensive Environmental Response, Liability, and Compensation Act
(CERCLA or "Superfund'% 42 U.S.C. § 9620(h). The Grantor (Government) has
made a complete search of its f les and records concerning the Property. Based
on that search, the type and quantity of such hazardous substances, the time at
which such storage, release or disposal took place, to the extent such information
is available, and a description of the remedial action taken, if any, is contained in
Exhibit "B.,,
2.6.2. Grant of Covenant[CERCLA 42 U.S.C. Section 9620
(h)(3)(A)(ii)(I)J. The GRANTOR (Government) covenants and warrants that all
remedial action necessary to protect human health and the environment with
respect to any hazardous substance remaining on the Property has been taken
before the date of transfer.
1107626.1/SAW&G/185189 FINAL
2.6.3. Additional Remediation Obligation [CERCLA 42 U.S.C.
Section 9620 (h)(3)(A)(ii)(II)J. The GRANTOR (Government) covenants and
warrants that GRANTOR (Government) shall conduct any additional remedial
action found to be necessary after the date of transfer for any hazardous
substance existing on the Propertyprior to the date of this Deed. This covenant
shall not apply to the extent that the GRANTEE (City of Tustin) caused or
contributed to any release or threatened release of any hazardous substance,
pollutant, or contaminant.
2.6.4. Access [CERCLA 42 U.S. C. Section 9620 (h) (3) (A) (iii)J.
In connection with GRANTOR's (Government's) covenant in 2.6.3 above and in
connection with ongoing remediation on GRANTOR's (Government's) property
adjacent to the Property, GRANTEE (City of Tustin) agrees on behalf of itself, its
successors and assigns, as a covenant running with the land, that GRANTOR
(Government), or its officers, agents, employees, contractors and subcontractors,
shall have the right, upon reasonable notice to GRANTEE (City of Tustin), to
enter upon the Property in any case in which a response or corrective action is
found to be necessary at such property after the date of this deed, or such access
is necessary to carry out a response action or corrective action on adjoining
property. Neither GRANTEE (City of Tustin), nor its successors and assigns,
shall have any claim on account of such entries against the United States or any
of its officers, agents, employees, contractors or subcontractors. The right to
enter shall include the right to conduct tests, investigations and surveys,
including, where necessary, drilling, test pitting, boring and other similar
activities. Such right shall also include the right to construct, operate, maintain
or undertake any other response or corrective action as required or necessary,
including, but not limited to monitoring wells, pumping wells, treatment facilities,
and the installation of associated utilities. In exercising these rights of access,
except in case of imminent and substantial endangerment to human health or the
environment, the GRANTOR (Government) (1) shall give the GRANTEE (City of
Tustin) reasonable notice of any action to be taken related to such remedial or
corrective actions on the Property, and (2) make reasonable efforts to minimize
interference with the on-going use of the Property. Furthermore, the GRANTOR
(Government) and GRANTEE (City of Tustin) agree to cooperate in good faith to
minimize any conflict between the necessary environmental investigation and
remediation activities and the GRANTEE's (City of Tustin's) use of the Property.
Any inspection, survey, investigation or other response, corrective or remedial
action undertaken by GRANTOR (Government) will, to the maximum extent
practical, be coordinated with representatives designated by the GRANTEE (City
Of Tustin).
In connection with GRANTOR's (Government's) remedial actions described
above, GRANTEE (City of Tustin) agrees on behalf of itself, its successors and
assigns, as a covenant running with the land, to comply with the provisions of any
health or safetyplan in effect during the course of any such action.
2.7. Environmental Restriction.
2.7.1. The following environmental covenants, conditions, and
restrictions (hereinafter "environmental restrictions') regarding the use of the
Property have been determined by the GRANTOR (Government) to be reasonably
necessary to protect present or future human health or safety or the environment
1107626.1/BAW&G/185189 FINAL
as provided by CERCLA and California Civil Code Section 1471. The
environmental restrictions made and accepted herein by GRANTEE (City of
Tustin) shall be for the benefit of and enforceable by the GRANTOR
(Government) herein as provided under Civil Code Section 1471 and applicable
Federal statutes and regulations, shall run with the land, and shall be binding on
the GRANTEE (City of Tustin), its successors and assigns. GRANTOR
(Government) has installed monitoring and pumping wells, together with
associated monitoring and other equipment on the Property. The approximate
location of those wells and associated equipment is shown on Exhibit "C. "
GRANTEE (City of Tustin), its successors and assigns, shall not alter, disturb or
remove said wells or equipment without the prior written approval of GRANTOR
(Government), United States Environmental Protection Agency, California
Department of Toxic Substance Control, and Regional Water Quality Board,
Santa Ana Region (collectively "Cognizant Regulatory Agencies ").
2.7.2. These environmental restrictions may be released at such
time as the GRANTOR (Government) and the Cognizant Regulatory Agencies
have determined that the restricted Property is protective of present or future
human health or safety of the environment for the use that was formerly
prohibited. Upon receipt of such written confirmation, the GRANTOR
(Government) shall deliver to the GRANTEE (City of Tustin) in recordable form,
a release (the "Release ") relating specifically to the environmental use
restrictions set forth in this deed. The execution of the Release by the GRANTOR
(Government) shall remove all notices and restrictions relating to the remedy
addressed by the restrictions from the title to the Property.
2.8. Indemnification Regarding Transferees. The GRANTOR
(Government) hereby recognizes its obligations under Section 330 of the National
Defense Authorization Act of 1993 (Pub. L. 102-484), as amended, regarding
indemnification of transferees of closing Department of Defense property.
2.9. Non Discrimination. GRANTEE (City of Tustin) covenants for
itself, its successors and assigns, that it will comply with all applicable provisions of the
Civil Rights Act of 1964, section 504 of the Rehabilitation Act of 1973, and the Age
Discrimination in Employment Act of 1975 in the use, occupancy, sale or lease of the
Property. The foregoing shall not be construed to prohibit the operation of federal or
state approved programs focusing on the special needs of the homeless, veterans, victims
of domestic violence and other classes ofpersons at risk; nor shall it be construed to
prohibit employment practices not otherwise prohibited bylaw. The GRANTOR
(Government) shall be deemed a beneficiary of this covenant without regard to whether it
remains the owner of any land or interest therein in the locality of the Property hereby
conveyed and shall have the sole right to enforce this covenant in any court of competent
jurisdiction.
3. NO HAZARD TO AIR NAVIGATION: GRANTEE (City of Tustin)
covenants for itself, its successors and assigns, that in connection with any construction
or alteration on the Property, it will obtain a determination of no hazard to air
navigation from the Federal Aviation Administration in accordance with Title 14, Code
of Federal Regulations, part 77, entitled "Objects Affecting Navigable Airspace, " or
under the authority of the Federal Aviation Act of 1958, as amended.
1107626.1/BAW&G/185189 FINAL
2.4 Conditions of Government Shall Run With The Land. The responsibilities and
obligations placed upon the TUSD Property by the Government and the terms of this Deed shall
run with the land and be binding on GRANTEE and its successors and assigns, unless, with respect
to the responsibilities or obligations placed upon the TUSD Property by the Government only,
such responsibilities and obligations are released pursuant to the provisions set forth in the Federal
Deed. GRANTOR and its successors and assigns, respectively, shall not be liable for any breach
of such responsibilities and obligations related to Hazardous Materials releases with regard to the
TUSD Property occurring after transfer of ownership of the TUSD Property by GRANTOR or its
successors and assigns respectively; provided, however, that each such party shall, notwithstanding
such transfer, remain liable for any breach of such responsibilities and obligations to the extent
caused by the fault or negligence of such party.
3. "As is, Where Is, With All Faults". The Site Conveyance Agreement
imposes certain obligations upon the GRANTOR and GRANTEE with respect to providing
the TUSD Property in a Construction Ready condition, as that term is defined in the Site
Conveyance Agreement. In accepting this Deed, GRANTEE acknowledges that it has
examined the TUSD Property and is acquiring the TUSD Property from the GRANTOR in
a Construction Ready condition and in an "AS IS, WHERE IS, WITH ALL FAULTS"
condition, in its present state and which provisions shall survive the close of escrow related
to this transaction and do not merge with this Deed. Save and except for the covenants,
representations, warranties and the duties and obligations of the City under this Deed and
the I/M Agreement, including all Exhibits attached thereto, TUSD and any Person claiming
by, through or under TUSD, including all successors of TUSD owning all or any portion of
the TUSD Property ("Releasing Party"), hereby waives, as of the date of execution of this
Deed and as of the Closing Date, its right to recover from, and fully and irrevocably
releases, the City and its officers, elected officials, employees, agents, attorneys, affiliates,
representatives, contractors, successors and assigns (the "Released Parties") from any and
all claims relating to Hazardous Materials releases on the TUSD Property, that TUSD may
now have or hereafter suffer or acquire for any costs, losses, liabilities, damages, expenses,
demands, actions or causes of action: (a) arising from any information or documentation
supplied by any of the Released Parties; (b) arising from any condition of the TUSD
Property, known or unknown by any Releasing Parties; (c) arising from the existence,
release, threatened release, presence, storage, treatment, transportation or disposal of any
Hazardous Materials at any time on, in, under, from, about or adjacent to the TUSD
Property or any portion thereof; or (d) by any governmental authority or any other third
party arising from or related to any actual, threatened, or suspected release of a Hazardous
Material on, in, under, from, about, or adjacent to the TUSD Property, or any portion
thereof, including any investigation or remediation at or about the TUSD Property;
provided, however, that the foregoing release shall not apply to the extent that any Claim is
the result of the willful misconduct or fraud of the City or its officers, employees,
representatives, agents or consultants or to releases of Hazardous Materials released during
the period in which City was in possession of the TUSD Property. This release includes
Claims of which TUSD is presently unaware or which TUSD does not presently suspect to
exist which, if known by TUSD, would materially affect TUSD`s release to the Released
Parties. TUSD specifically waives the provision of California Civil Code Section 1542
which provides as follows:
"A general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him
must have materially affected his settlement with the debtor."
1107626.1/BAW&G/185189 FINAL
4. Notices. All notices, consents, demands, requests and other communications a
party desires or is required to give to the other party or any other person shall be in writing and
either served personally or sent by pre -paid, first-class mail to the address set for below. Either
party may change its address by notifying the other party of the change of address in writing.
Notice shall be deemed communicated forty eight (48) hours from the time of mailing if mailed as
provided in this Section:
If to GRANTOR: City of Tustin
300 Centennial Way
Tustin, California 92780
Attn: City Manager
With a copy to: David Kendig
City Attorney
555 Anton Boulevard
Suite 1200
Costa Mesa, CA 92626
If to GRANTEE: Tustin Unified School District
300 C Street
Tustin, California 92780
Attn: Superintendent
With a copy to: Wendy Wiles, Esquire
Bowie, Arneson, Wiles & Giannone
4920 Campus Drive
Newport Beach, CA 92260
IN WITNESS WHEREOF, GRANTOR has caused its name to be signed to this
Quitclaim Deed on the day first above written.
CITY OF TUSTIN
LIM
Dated:
Attest:
Erica Rabe
Deputy City Clerk
Approved as to Form:
David E. Kendig
City Attorney
Jeffrey C. Parker
City Manager
1107626.1BAW&G/185189 FINAL
CERTIFICATE OF ACCEPTANCE
Pursuant to California Government Code § 27281, this is to certify that the interest in real
property conveyed by the attached Grant Deed dated , 2015, from the City of Tustin is
hereby accepted by the undersigned officer on behalf of the Tustin Unified School.District
("Grantee") pursuant to authority conferred by the Board of Education ("Board") on
, 2015 and the Board consents to the recording thereof by its duly authorized
officer.
Grantee
By:
Name:
Title:
l 107626.1BAW&G/185189 FINAL
ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA }
COUNTY OF ORANGE }
On , 2015, before me, , Notary Public,
personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s)
whose name is subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity, and that by his/her/their signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(seal)
1107626.IBAW&G/185189 FINAL
ACKNOWLEDGEMENT
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
STATE OF CALIFORNIA )
COUNTY OF ORANGE )
On , 2015, before me, , Notary Public,
personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s)
whose name is subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity, and that by his/her/their signature on the
instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(seal)
1107626.1/BAW&G/185189 FINAL
Recording Requested By and When
Recorded Mail this Grant Deed
And All Tax Statements To:
Tustin Unified School District
Attention: Chief Financial Officer
300 South C Street
Tustin, California 92780
(Space above for Recorder's use only.)
(Exempt from recording fee pursuant to Gov. Code § 6103.)
(Exempt from documentary transfer tax pursuant to and Tax. Code 111922.)
APN or Parcel No.:
GRANT OF ACCESS EASEMENT
This GRANT OF ACCESS EASEMENT is granted by the CITY OF TUSTIN, a
municipal corporation, acting in its capacity as the Local Redevelopment Authority ("Grantor"),
to TUSTIN UNIFIED SCHOOL DISTRICT, a public school district organized and existing
pursuant to the laws of the State of California ("Grantee") for the purposes specified herein.
Grantor, as the owner of certain real property situated in the City of Tustin, Orange County,
California, as more particularly described and depicted in Exhibits "A" and `B," attached hereto
and incorporated by this reference (hereafter referred to as "Driveway Easement"), hereby grants
to Grantee an exclusive easement over said Driveway Easement for the purposes specified
herein. Grantor grants to Grantee the above -referenced Driveway Easement pursuant to the Site
Conveyance Agreement, entered into by Grantor and Grantee dated 2015.
The Driveway Easement shall be fifty-four (54) feet in width curb to curb, consisting of
four (4) lanes at eleven (11) feet in width each and one (1) green median at ten (10) feet in width,
from Moffett Drive across the future "Linear Park" of Grantor as described and depicted in
Exhibits "A" and "B". The Driveway Easement described herein, is granted by Grantor for the
purposes of administration, operation and management of a school and other applicable school
purposes by allowing Grantee, its invitees and the general public access to that real property
("Grantee Parcel") as described and depicted in Exhibit "C" attached hereto, which will be
concurrently granted to Grantee by Grantor pursuant to the above referenced Site Conveyance
Agreement.
EXHIBIT "E"
BAW&G/ 183863
18047 B 1 - 05.28. l 5
The Driveway Easement shall be binding on and shall inure to the benefit of the
successors, and assigns of Grantor and Grantee to the Grantee Parcel and Driveway Easement,
and shall be deemed to benefit the Grantee Parcel.
The Driveway Easement shall be effective on the date of the recording of this instrument
with the County of Orange.
IN WITNESS WHEREOF, this instrument is executed as of this day of
, 2015.
GRANTOR:
Jeffrey C. Parker, City Manager
on behalf of the CITY OF TUSTIN
CERTIFICATE OF ACCEPTANCE
Pursuant to California Government Code § 27281, this is to certify that the interest in real
property conveyed by the attached Grant of Access Easement dated , 2015
from the City of Tustin in the County of Orange, California, is hereby accepted by the
undersigned officer or agent on behalf of the Tustin Unified School District pursuant to authority
conferred by the Board of Education C'Board") of the Tustin Unified School District on
2015 and the Board consents to recordation thereof by its duly authorized
officer.
Dated this _ day of .2015.
GRANTEE
on behalf of Tustin Unified School District
[PLEASE NOTARIZE SIGNATURES]
BAW&G/ 183863
18047 B 1- 05.28.15
EXHIBIT "A"
LEGAL DESCRIPTION OF DRIVEWAY EASEMENT
BAW&01183863
18047 B 1- 05.28.15
EXHIBIT "B"
LEGAL DEPICTION OF DRIVEWAY EASEMENT
BAW&G/ 183863
18047 B I - 05.28.15
EXHIBIT "C"
GRANTEE PARCEL
(LEGAL DESCRIPTION AND MAP OF SITE NO. 2)
BAW&G/ 183863
18047 B i - 05.28.15
A notary public or other officer completing this
certificate verifies only the identity of the individual who
signed the document to which this certificate is attached,
and not the truthfulness, accuracy, or validity of the
document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On , 2015, before me, , a Notary Public, personally
appeared , who 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 he/she/they 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct. .
WITNESS my hand and official seal.
Notary Public
BAW&G/ 183863
18047 B 1- 05.28.15
A notary public or other officer completing this
certificate verifies only the identity of the individual who
signed the document to which this certificate is attached,
and not the truthfulness, accuracy, or validity of the
document.
STATE OF CALIFORNIA
) ss.
COUNTY OF
On , 2015, before me, , a Notary Public, personally
appeared , who 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 he/she/they 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.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
BAW&G/ 183863
18047 B i - 05.28.15
6-12 SCHOOL PROJECT
CONSTRUCTION -READY REQUIREMENTS
City Requirements
The "City Requirements" will be constructed and paid for by City. The City will be reimbursed
for the City Requirements as a City Advance pursuant to the provisions of Section 16(e)ii of the
I/M Agreement.
Site No. 2 as generally and preliminarily depicted on Attachment "1" shall be a separate
legal parcel established by a recorded Parcel Map or other applicable provisions of the
Tustin City Code including the Driveway Easement from Moffett Drive shown on
Attachment "1" ("Access Easement" and collectively, "Site").
2. The public improvements described in this Exhibit and depicted on Attachment "1" and
required as part of establishing the Site as a separate parcel shall be completed consistent
with the requirements herein.
3. Roads including the following:
a) Moffett Drive and Kensington Park Drive as improved accepted public
streets of City as shown on Attachment "1."
b) Improvements including walkways of Valencia Avenue, Tustin Ranch
Road, including walkways for Kensington Park Drive and Moffett Drive
to the points of connection to Moffett Drive and Kensington Park Drive as
shown on Attachment "1."
Exhibit F to Site Conveyance Agreement
F-1
BAW&G/183685.15
FINAL
c) Driveway Easement that is reasonably acceptable to TUSD from Moffett
Drive across the future "Linear Park" of City shall be provided for the
access generally depicted as "Driveway Easement" on Attachment "1."
At a minimum the Easement width, lanes, and median size shall be
designed and completed to meet the traffic requirements of the final 6-12
School Project as described in TUSD's Mitigated Negative Declaration.
d) At a minimum two points of access from Kensington Park Drive that are
reasonably acceptable to TUSD as generally shown as part of the City
Phase 1 road build on Attachment 1." The width, lanes, and median size
of the access points shall be designed and completed to meet the traffic
requirements of the final 6-12 School Project as described in TUSD's
Mitigated Negative Declaration.
e) Access for the Licensed Driveway when Kensington Park Drive is
extended to this location by the City that is reasonably acceptable to
TUSD as generally shown on Attachment "1 ".
f) Left turn pocket on westbound Valencia Avenue and on northbound
Kensington Park Drive.
g) Upgrade of traffic signal at intersection of Valencia Avenue and
Kensington Park Drive to provide a left turn phase for westbound
'Valencia Avenue and traffic signal equipment for southbound Kensington
Park Drive, including countdown pedestrian signal heads.
h) Restripe Kensington Park Drive at its intersection with Valencia Avenue
as determined by City.
Exhibit F to Site Conveyance Agreement
F-2
BAW&G/183685.15
FINAL
i) The foregoing a) — h) may need to be modified based on final design of
the 6-12 School Project including CDE and DTSC approval.
4. The location of the utilities shall be determined as set forth in Section 16(b)ii of the I/M
Agreement. All utilities with capacity adequate for the 6-12 School Project shall be
constructed by the City on or before March 31, 2017, subject to any delays outside the
City's control, including but not limited to, those caused by the owner and operator of the
utilities to be provided. (Capacity Charges for use thereof to be paid by TUSD.) These
include the following:
a) Potable water, reclaimed water, sewer service to property line of Site No.
2. This shall include 2 lateral connections each stubbed to edge of right-
of-way dedicated for adjacent public streets or to the back of driveways, as
appropriate. Fire flow water storage shall exist adequate for the 6-12
School Project.
b) Natural gas, three-phase electricity, telephone and cablevision service to
Site No. 2.
5. Storm water drainage facilities to serve the 6-12 School Project completed and sized to
accommodate surface water from and through Site No. 2 accepted by the City or other
applicable public agency.
TUSD Requirements
The "TUSD Requirements" will be constructed by TUSD and paid in part from the Planning
Design City Advance as set forth in Section 16(b)ii of the UM Agreement. The TUSD
Requirement set forth below as Item 7 is not a part of the obligation to deliver the Site
"Construction -Ready" and will be performed by TUSD after close of escrow conveying the Site
to TUSD.
Exhibit F to Site Conveyance Agreement
F-3
BAW&G/183685.15
FINAL
6. The Site shall be approved for the 6-12 School Project by the California Department of
Education ("CDE"), the California Division of State Architect ("DSA"), to the extent
applicable, and a "No Further Action Letter" provided by the California Department of
Toxic Substances Control ("DTSC") on conditions reasonably acceptable to TUSD.
(TUSD has applied to DTSC, shall bear all costs, and diligently pursue such to
completion.)
7. The Site shall be "Rough Graded" and all grading, fill, if any, and compaction shall be
accomplished in accordance with general accepted engineering practices and in
compliance with (a) the provisions of the Protocol for Onsite Grading Improvements and
the Protocol for Water Quality Control/Indemnity as set forth in the "Judgment on
Stipulation of Parties" that was entered in Orange County Superior Court Case No. 30-
201000345476 on February 6, 2013, which Judgment is incorporated herein by
reference, and (b) the requirements, if any, of DTSC, DSA, and CDE. The grading shall
provide no greater than a 2% cross fall and drain to public drainage facilities. The
public drainage facilities will be constructed by City as part of the public improvements
described in this Exhibit.
8. TUSD's obligations herein are conditioned upon City having constructed the roads in a
condition sufficient to provide access to Site No. 2 and installation of utilities sufficient
for the construction -ready work to be performed by TUSD.
Exhibit F to Site Conveyance Agreement
F-4
BAW&0/183685.15
FINAL
TO EXHIBIT "F" TO SITE CONVEYANCE AGREEMENT
0.
EXHIBIT "G"
ACCEPTANCE OF ESCROW HOLDER
[To be attached after execution ofAgreement by Escrow Holder]
G-1
BAW&G/183692.18
1105543.1 FINAL
Escrow General Provisions -REVISED JULY 22, 2014
Receipt of these provisions deems acceptance of the terms. Please read For general information about the escrow
process.
'I. SPECIAL DISCLOSURES:
A. DEPOSIT OF FUNDS & DISBURSEMENTS
Unless directed In writing to establish a separate, Interest-bearing account together with all necessary taxpayer
reporting Information, all funds shall be deposited in general escrow accounts In a federally insured financial Instltutlon
Including those affiliated with Escrow Holder ("depositorles'l. All disbursements shall be made by Escrow Holder's
check or by wire transfer unless otherwise instructed in writing. The Good Funds Law (California Insurance Code
12413.1) mandates that Escrow Holder may not disburse funds until the funds are, in fact, available In Escrow Holder's
account. Wire transfers are immediately disbursable upon confirmation of receipt. Funds deposited by a cashier's or
certified check are generally available on the next banking day following deposit:. Funds deposited by a personal check
and other types of instruments may not be available until confirmation from Escrow Holder's bank which can vary from
2 to 10 days.
B. DISCLOSURE OF POSSIBLE BENEFITS TO ESCROW HOLDER
As a result of Escrow Holder maintaining its general escrow accounts with the depositories, Escrow Holder may receive
certain financial benefits such as an array of bank services, accommodations, loans or other business transactions from
the depositories ("collateral benefits'l. All collateral benefits shall accrue to the sole benefit of Escrow Holder and
Escrow Holder shall have no obligation to account to the parties to this escrow for the value of any such collateral
benefits.
C. MISCELLANEOUS FEES
Escrow Holder may Incur certain additional cosh on behalf of the parties for services performed, or fees charged, by
third parties, The fees charged by Escrow Holder for. services including, but not limited to, wire transfers, overnight
delivery/courier services, etc, may Include a mark up over the direct cost of such services to reflect the averaging of
direct, administrative and overhead charges of Escrow Holder for such services which shall, In no event, exceed $10 for
each markup.
D. METHOD TO DELIVER PAYOFF TO LENDERS/LIENHOLDERS
1 To minimize the amount of interest due on any existing loan or lien, Escrow Holder will deliver the payoff funds to the
lender/lienholder as soon as Escrow Holder is able after confirmation of recordation/close of escrow and as demanded
by the lender/lienholder using (a) personal delivery, (b) wire transfer, or (c) overnight delivery service, unless
otherwise directed In writing by the affected party. Certain payments such as home equity line of credit payoffs
( HELOCS'O may require additional time to process.
2. "CLOSE OF ESCROW"/PRORATIONS & ADJUSTMENTS
The term "close of escrow" means the date on which documents are recorded. All prorations and/or adjustments shall
be made to the close of escrow based on the number of actual days, unless otherwise Instructed In writing.
3. CONTINGENCY PERIODS
Escrow Holder shall not be responsible for monitoring contingency time periods between the parties. The parties shall
execute such documents as may be requested by Escrow Holder to confirm the status of any such periods.
4. REPORTS
a. Preliminary Report -Escrow Holder has neither responsibility nor liability for any title search that may be performed
in connection with the issuance of a preliminary report.
b. Other Reports -As an accommodation, Escrow Holder may agree to transmit orders for inspection, termite,
disclosure and other reports if requested, in writing or orally, by the parties or their agents. Escrow Holder shall deliver
copies of any such reports as directed. Escrow Holder is not responsible for reviewing such reports or advising the
parties of the content of same.
S. INFORMATION FROM AFFILIATED COMPANIES
Escrow Holder may provide the parties' information to and from its affiliates in connection with the offering of products
and services from these affiliates.
THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSU RANGE.
® 2014 First American Title Insurance Company and/or its afflllatm Page 1 of 4
AO rights reserved. V NYSE: FAF
6. RECORDATION OF DOCUMENTS
Escrow Halder is authorized to record documents delivered through escrow which are necessary or proper for the
EXHIBIT "H"
issuance of the requested title Insurance policy(ies). Buyer will provide a completed Preliminary Change or uwnersnlp
Report form (" PCOWI. If Buyer fails to provide the PCOR, Escrow Holder shall close escrow and charge Buyer any
additional fee incurred for recording the documents without the PCOR. Escrow Holder is released from any liability in
f connection with same.
7. PERSONAL PROPERTY TAXES
No examination, UCC search, insurance as to personal property and/or the payment of personal property taxes is
required unless otherwise Instructed In writing.
S. REAL PROPERTY TAXES
Real property taxes are prorated based on the most current available tax statement from the tax collector's office.
Supplemental taxes may be assessed as a result of a change in ownership or completion of construction. Adjustments
due either party based on the actual new tax bill Issued after close of escrow or a supplemental tax bill will be made by
the parties outside of escrow and Escrow Holder is released of any liability in connection with such adjustments. The
first Installment of California real property taxes is due November 1st (delinquent December 10th) and the second
installment is due February 1st (delinquent April 10th). If a tax bill Is not received from the County at least 30 days
prior to the due date, buyer should contact the County Tax Collector's office and request one. Escrow Holder is not
responsible for same.
9. CANCELLATION OF ESCROW
a. Any party desiring to cancel this escrow shall deliver written notice of cancellation to Escrow Holder. Within a
reasonable time after receipt of such notice, Escrow Holder shall send by regular mail to the address on the escrow
Instructions, one copy of said notice to the other party(ies). Unless written objection to cancellation is delivered to
Escrow Holder by a party within 10 days after date of mailing, Escrow Holder is authorized, at its option, to comply with
the notice and terminate the escrow. If a written objection is received by Escrow Halder, Escrow Holder is authorized,
at its option, to hold all funds and documents in escrow (subject to the Funds Held in Escrow fee) and to take no other
action until otherwise directed by either the parties' mutual written instructions or a final order of a court of competent
jurisdiction. If no action Is taken on this escrow within 6 months after the closing date specified in the escrow
instructions, Escrow Holder's obligations shall, at its option, terminate. Upon termination of this escrow, the parties
shall pay all fees, charges and reimbursements due to Escrow Holder and all documents and remaining funds held in
escrow shall be returned to the parties depositing same.
b. Notwithstanding the foregoing, upon receipt of notice of cancellation by a seller in a transaction subject to the
Home Equity Sales Contract law (CC §1695 et seq.), Escrow Holder shall have the right to unilaterally cancel the escrow
and may return all documents and funds without consent by or notice to the buyer.
10. CONFLICTING INSTRUCTIONS & DISPUTES
If Escrow Holder becomes aware of any conflicting demands or claims concerning this escrow, Escrow Holder shall
have the right to discontinue all further acts on Escrow Holder's part until the conflict is resolved to Escrow Holder's
satisfaction. Escrow Holder has the right at its option to file an action in interpleader requiring the parties to litigate
their claims/rights. If such an action is filed, the parties jointly and severally agree (a) to pay Escrow Holder's
cancellation charges, costs (Including the Funds Held in Escrow fee) and reasonable attorneys' fees, and (b) that
Escrow Holder is fully released and discharged from all further obligations under the escrow. If an action Is brought
Involving this escrow and/or Escrow Holder, the party(les) involved in the action agree to Indemnify and hold the
Escrow Holder harmless against liabilities, damages and costs incurred by Escrow Holder (including reasonable
attorneys' fees and costs) except to the extent that such liabilities, damages and costs were caused by the negligence
or willful misconduct of Escrow Holder.
11. FUNDS HELD IN ESCROW
When funds remain in escrow over 90 days after either close of escrow or estimated close of escrow, a monthly holding
fee of $25 shall be imposed by Escrow Holder that is to be charged against the funds held.
12. USURY
Escrow Holder is not to be concerned with usury as to any loans or encumbrances In this escrow and is hereby
released of any responsibility and/or liability therefore.
THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BY TKE STATE OF CAUFORNZA DEPARTMENT OF INSURANCE.
O 2014 First American Tide Insurance Company and/or its affiliates. Page 2 of 4
All rights reserved. T NYSE: FAF
13. AMENDMENTS TO ESCROW INSTRUCTIONS
Any amendment to the escrow instructions must be in writing, executed by all parties and accepted by Escrow Holder.
Escrow Holder may, at its sole option, elect to accept and act upon oral instructions from the parties. If requested by
Escrow Holder the parties agree to confirm said Instructions In writing as soon as practicable. The escrow instructions
as amended shall constitute the entire escrow agreement between the Escrow Holder and the parties hereto with
respect to the subject matter of the escrow.
14. FIRE, HAZARD OR LIABILITY INSURANCE POLICIES
In all matters relating to fire, hazard or liability Insurance, Escrow Holder may assume that each policy is in force and
that the necessary premium has been paid. Escrow Holder is not responsible for obtaining fire, hazard or liability
insurance, unless Escrow Haider has received specific written instructions to obtain such Insurance prior to close of
escrow from the parties or their respective lenders.
is. COPIES OF DOCUMENTS; ELECTRONIC SIGNATURES; AUTHORIZATION TO RELEASE
Escrow Holder Is authorized to rely upon copies of documents, which include facsimile, electronic, NCR, or photocopies
as if they were an originally executed document. Escrow Holder may agree to accept electronically signed documents
from a platform or program approved by Escrow Holder. If requested by Escrow Holder, the originals of such
documents and/or original signatures shall be delivered to Escrow Holder. Escrow Holder may withhold documents
and/or funds due to the party until such originals are delivered. Documents to be recorded MUST contain original
signatures. Escrow Holder may furnish copies of any and all documents to the lender(s), real estate broker(s),
attorney(s) and/or accountant(s) involved in this transaction upon their request. Delivery of documents by escrow to a
real estate broker or agent who is so designated in the purchase agreement shall be deemed delivery bo the principal.
16. EXECUTION IN COUNTERPART
The escrow instructions and any amendments may be executed in one or more counterparts, each of which shall be
deemed an original, and all of which taken together shall constitute the same Instruction.
17, TAX REPORTING, WITHHOLDING & DISCLOSURE
The parties are advised to seek independent advice concerning the tax consequences of this transaction, including but
r' .1 not limited to, their withholding, reporting and disclosure obligations. Escrow Holder does not provide tax or legal
advice and the parties agree to hold Escrow Holder harmless from any loss or damage that the parties may incur as a
result of their failure to comply with federal and/or state tax laws. Iil/ITHHOLDING OBLIGATIONSARE THE EXCLUSNE
OBLIGATIONS OF THE PARTIES. ESCROW HOLDER IS NOT RESPONSIBLE TO PERFORM THESE OBLIGATIONS UNLESS
ESCROW HOLDER AGREES IN WRITING.
A. TAXPAYER IDENTIFICATION NUMBER REPORTING
Federal law requires Escrow Holder to report seller's social security number or tax identification number (both numbers
are hereafter referred to as the "TIN"}, forwarding address, and the gross sales price to the Internal Revenue Service
("IRS11. To comply with the LISA PATRIOT Act, certain taxpayer Identification Information (including, but not limited to,
the TIN) may be required by Escrow Holder from certain persons or entities Involved (directly or Indirectly) in the
transaction prior to closing.
Escrow cannot be dosed nor any documents recorded until the information is provided and certified as to its accuracy
to Escrow Holder. The parties agree to promptly obtain and provide such information as requested by Escrow Holder,
S. STATE WITHHOLDING & REPORTING
In accordance with Section 18662 of the Revenue and Taxation Code (R&TC), a buyer may be required to withhold an
amount equal to 31/3% (.0333) of the sale price, or an optional gain on sale withholding amount certified by the seller
in the case of a disposition of California real property interest by either:
1. A seller who is an individual, trust, estate, or when the disbursement Instructions authorize the proceeds to be sent
to a financial intermediary of the sellers.
2. A corporate seller that has no permanent place of business In California Immediately after the transfer of title to the
California property.
THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CERTIFICATE OF AUTHORITY ISSUED BYTRE SrATE OF CALIFORNIA DEPARTMENT OF INSURANCE.
® 2014 First American Title Insurance Company and/or Its affillates. Page 3 of 4
All rights reserved. ♦ NYSE: FAF
The buyer may become subject to penalty for failure to withhold an amount equal to the greater of 10 percent of the
amount required to be withheld or five hundred dollars ($500).
However, notwithstanding any other provision included In the California statutes referenced above, no buyer will be
required to withhold any amount or be subject to penalty for failure to withhold If any of the following applies:
1. The sale price of the California real property conveyed does not exceed one hundred thousand dollars ($100,000),
2. The seller executes a written certificate under the penalty of perjury certifying that the seller Is a corporation with a
permanent place of business in California.
3. The seller, who Is an individual, trust, estate, or a corporation without a permanent place of business In California,
executes a written certificate under the penalty of perjury of any of the following:
a. The Califomia real property being conveyed Is the seller's or decedent's principal residence (within the meaning of
Section 121 of the Internal Revenue Code (IRC)).
b. The last use of the property being conveyed was by the transferor as the transferor's principal residence (within
the meaning of IRC Section 121).
c. The California real property being conveyed is, or will be, exchanged for property of like kind (within the meaning
of IRC Section 1031), but only to the extent of the amount of gain not required to be recognized for California income
tax purposes under IRC Section 1031.
d. The California real property has been compulsorily or involuntarily converted (within the meaning of IRC Section
1033) and the seller intends to acquire property similar or related in service or use so as to be eligible for
nonrecognition of gain fior California Income tax purposes under IRC Section 1033.
e. The California real property transaction will result in a loss or net gain not required to be recognized for California
Income tax purposes.
The seller is subject to penalty for knowingly filing a fraudulent certificate for the purpose of avoiding the withholding
requirement.
Contact FTB: For additional information regarding California withholding or for the Alternative Withholding, contact the
Franchise Tax Board at (toll free) 888-792-4900), by e-mail WSCS.GEN@ftb.ca.gov; or visit their webslte at
www.ftb.ca.gov.
C. FEDERAL WITHHOLDING & REPORTING
Certain federal reporting and withholding requirements exist for real estate transactions where the seller (transferor) is
a non-resident alien, a non-domestic corporation, partnership, or limited liability company; or a domestic corporation,
�~ partnership or limited liability company controlled by non-residents; or non-resident corporations, partnerships or
limited liability companies.
D. TAXPAYER IDENTIFICATION DISCLOSURE
Federal and state laws require that certain forms Include a party's TIN and that such forms or copies of the forms be
provided to the other party and to the applicable governmental authorities. Parties to a real estate transaction
Involving seller -provided financing are required to furnish, disclose, and include the other party's TIN In their tax
returns. Escrow Holder is authorized to release a party's TINs and copies of statutory forms to the other party and to
the applicable governmental authorities in the foregoing circumstances. The parties agree to hold Escrow Holder
harmless against any fees, costs, or judgments Incurred and/or awarded because of the release of their TIN as
authorized herein.
THIS COMPANY CONDUCTS ESCROW BUSINESS UNDER CEFmFxcATE OP AUTHORITY ISSUED BY THE STATE OF CALIFORNIA DEPARTMENT OF INSURANCE.
® 2014 First American Title Insurance Company and/or Its afflllates. Page 4 of 4
All rights reserved. 7 NYSE: FAF
The First American Corporation
First American Title Company
Privacy Policy
We Are Committed to Safeguarding Customer Information
In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We
understand that you may be concerned about what we will do with such information — particularly any personal or financial
information. We agree that you have aright to know how we will utilize the personal information you provide to us.
Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to
govern the use and handling of your personal information.
Applicability
This Privacy Policy governs our use of the Information which you provide to us. It does not govern the manner in which we
may use information we have obtained from any other source, such as information obtained from a public record or from
another person or entity. First American has also adopted broader guidelines that govern our use of personal Information
regardless of its source. First American calls these guidelines Its Fair Information Values, a copy of which can be found on
our website at www.firstam.com.
Types of Information
Depending upon which of our services you are utilizing, the types of nonpublic personal information that we may collect
include:
Information we receive from you on applications, forms and in other communications to us, whether in writing, in
person, by telephone or any other means;
• Information about your transactions with us, our affiliated companies, or others; and
1 • Information we receive from a consumer reporting agency.
Use of Information
We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated
party. Therefore, we will not release your.information to nonaffilated parties except: (1) as necessary for us to provide the
product or service you have requested of us; or (2) as permitted by law. We may, however, store such information
indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any
internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic
personal information listed above to one or more of our affrilated companies. Such affiliated companies Include financial
service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or
companies involved in real estate services, such as appraisal companies, home warranty companies, and escrow
companies. Furthermore, we may also provide all the information we collect, as described above, to companies that
perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom
we or our affiliated companies have joint marketing agreements.
Former Customers
Even if you are no longer our customer, our Privacy Policy will continue to apply to you.
Confidentiality and Security
We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict
access to nonpublic personal information about you to those individuals and entities who need to know that information to
provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure
that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair
Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal
regulations to guard your nonpublic personal information.
EXHIBIT "I"
NON -FOREIGN TRANSFEROR DECLARATION
[To be provided by Escrow]
I-1
BAW&0/183642.18
1105543,1 FINAL
EXHIBIT "J"
WRITTEN INFORMATION REQUESTED BY TUSD AND PROVIDED BY CITY
1. Phase I Reports and supporting documents that include, refer and/or relate to Site No. 2.
2. Studies including any from or by third parties relating to contamination in or offsite of
MCAS -Tustin Property that may include, refer and/or relate to Site No. 2.
3. Geologic and soil surveys relating to MCAS -Tustin Property including Site No. 2.
4. Studies provided to or by third parties relating to conditions pertaining to past use and
future use of MCAS -Tustin including Site No. 2 and relating to future use of Site No. 2.
5. All cultural and habitat studies relating to MCAS -Tustin including and/or affecting Site No.
2.
6. Topographical maps and draft or final grading plans that include Site No. 2.
7. Hydrology studies relating to MCAS -Tustin and Site No. 2.
8. Subdivision Improvement Agreements, if any, relating to Tract Nos. 17026 and 17404, and
Site No. 2.
9. Tentative Parcel or Tract Map conditions and Staff Reports on Tract Nos. 17026 and
17404, and Site No. 2.
10. Documents relating to City's Environmental Insurance Policy on Tract Nos. 17026 and
17404, and Site No. 2
11. Copies or accessible websites for "As Built Plans" for streets, roads, drainage facilities, and
utilities relating to Site No. 2, including As Built Plans for Valencia Avenue and Tustin
Ranch Road, if any, and "Preliminary Plans," if any, for proposed Kensington Park Drive
and proposed Moffett Drive.
BAW &G/183878.3
18047 B 1- 06.17.15