HomeMy WebLinkAboutOUTDEED TO SOCCD - I-E-1.1, I-E-3, and I-E-4
MCORDlNGREClUlSTEDM
FIRST AMERICAN TITLE COMPAN't
8U8OlV1SION DEPARTMENT
This Document Wd~ electronically recorded by
First American Title
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Recorded in Official Records, County of Orange
SOUTH ORANGE COUNTY COMMUNITyom Da y, Clerk-Recorder Final Version
~~~~: ~g~~:N~!i~I~~ B~::~dI mmlllllllllllll~nl~lllln NO FEE 417/04
AND TO BE EXEMPT FROM RECORDING 2004000369376 02:08pm 04/29/04
FEES PER GOVERNMENT CODE 6103 1~~d~. ~~.~~ 0.00 0.00 0.00 0.00 0.00
Recording requested by and
when recorded mail to:
Recording requested by and
when recorded mail to:
Assistant City Manager
The City of Tustin
300 Centennial Way
Tustin, California 92780
Mail copy of Quitclaim Deed and Tax
Statements to:
Chancellor
The South Orange County Community
College District
2800 Marguerite Parkway
Mission Viejo, California 92692-3635
1 Space Above This Line Reserved for Recorder's Use
2
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4 QUITCLAIM DEED AND ENVIRONMENTAL
5 RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471
6
7 ~
8 This DEED is made this 7.dL day of A'P [VI v 2004, by the CITY OF TUSTIN,
9 CALIFORNIA, the recognized local redevelopment authority for Marine Corps Air Station
10 Tustin (the "GRANTOR"), in favor of the SOUTH ORANGE COUNTY COMMUNITY
11 COLLEGE DISTRICT (the "GRANTEE").
12
13 RECITALS:
14
15 WHEREAS
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17 A. GRANTOR requested from the United States of America (hereinafter the
18 "Government") conveyance of a portion of the fonner Marine Corps Air Station Tustin, ("MCAS
19 Tustin") which was closed pursuant to and in accordance with the Defense Base Closure and
03-80308.7
THE INSTRUMENT FILED FOR RECORD BY
FIRST AMERICAN TITLE COMPANY AS AN
ACCOMMODA T/ON ONL Y. IT HAS NOT BEEN
EXAMINED AS TO ITS EXECUTION OR AS TO
ITS EFFECT UPON TITLE
SOCCCD QUITCI~AIM DEED
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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 Agreement between
the City of Tustin and the South Orange County Community Collect District for the Conveyance
of a Portion of tAr' Tf'tin and the Establishment of an Advanced Technology Educational
Campus, dated 2."" 0 ("SOCCCD Agreement"), setting forth the terms and conditions of
the conveyance 0 a portion of the City Property from GRANTOR to GRANTEE.
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 37.66 acres, more or less (hereinafter "SOCCCD Property"), as more
particularly described as Parcel I-E-1.1, I-E-3, and I-E-4 in Exhibit "A."
1. TOGETHER WITH:
1.1. All improvements on the SOCCCD Property excluding the following:
1.1.1 Electrical, gas, telephone and cable television systems, including
distribution lines, pad mounted and overhead distribution poles and/or transformers, and all
conduits and duct banks from outlet or master meters or connection points to end usage points;
all GRA.~TOR owned water, sewer, and storm drain systems ( does not include culvert ditches),
including distribution lines and pipelines from outlet or master meters or connection points
currently owned by GRANTOR to end usage points ("Systems").
1.2 All hereditaments and tenements therein and reversions, remainders,
issues, profits, privileges and other rights belonging or related thereto.
03-80308.7
SOCCCD QUITCLAIM DEED
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1
2 2. EXCEPTING THEREOUT AND THEREFROM, however, and reserving to
3 GRANTOR its successors and assigns, together with the right to grant and transfer all or a
4 portion of the same, the following:
5
6 2.1 Any and all oil, oil rights, minerals, mineral rights, natural gas rights and
7 other hydrocarbons by whatsoever name known, geothermal steam and all products derived from
8 any of the foregoing, that may be within or under the SOCCCD Property together with the perpetual
9 right of drilling, mining, exploring for and storing in and removing the same from the SOCCCD
10 Property or any other land, including the right to whipstock or directionally drill and mine from
11 lands other than the SOCCCD Property, oil or gas wells, tunnels and shafts into, through or across
12 the subswface of the SOCCCD Property arid to bottom such whipstocked or directionally drilled
13 wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to reOOll,
14 retunnel, equip, maintain, repair, deepen and operate any such well or mines; but without, however,
15 the right to drill, mine, store, explore or operate through the surface of the SOCCCD Property.
16
17 2.2 Any and all water, water rights or interests therein appurtenant or relating
18 to the SOCCCD Property or owned or used by GRANTOR in connection with or with respect to
19 the SOCCCD Property ( no matter how acquired by GRANTOR), whether such water rights
20 shall be riparian, overlying, appropriative, littoral, percolating, prescriptive, adjudicated,
21 statutory or contractual, together with the perpetual right and power to explore, drill, redrill and
22 remove the same from or in the SOCCCD Property, to store the same beneath the surface of the
23 - SOCCCD Property and to divert or otherwise utilize such water, rights or interests on any other
24 property owned or leased by GRANTOR; but without, however, any right to enter upon or use
25 the surface of the SOCCCD Property in the exercise of such rights.
26
27 2.3 A permanent easement to access, use, install, maintain, operate, construct,
28 replace, and repair the Systems on, in, over and under the SOCCCD Property. GRANTOR and
29 GRANTEE have not been able to prepare maps or drawings describing the location and extent of
30 the Systems prior to the execution of this Deed, therefore, the exact location of this easement
31 right is unknown, but shall be coterminous with the actual location of the Systems as determined
32 by the GRANTOR in the future and shall extend to the minimum amount of space actually
33 required to access, use, install, maintain, operate, replace, upgrade and repair existing Systems
34 within the SOCCCD Property.
35
36 2.4 A permanent easement to access, use, install, maintain, operate, construct,
37 replace, and repair new utility distribution systems as described in Exhibit "B,"
38
39 2.5 A permanent non-exclusive easement in gross on, over, under or across
40 the SOCCCD Property within 10 feet from all property lines bordering on and parallel to any
41 public street or future public street as identified on the MCAS Tustin Specific PlanlReuse Plan
42 for the construction, installation, emplacement, operation and maintenance of the Systems and
03.80308.7
SOCCCD QUITCLAIM DEED
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any new utility systems, without unreasonably interfering with GRANTEE's reasonable use and
enjoyment thereof.
2.6 A permanent easement for storm drainage from the adjacent parcel known
in the MCAS Tustin Specific Plan/Reuse Plan as Reuse Plan Disposal Parcel 3 on, over, under,
or across the portion of the SOCCCD Property shown in Exhibit "C."
2.7 A temporary easement for the benefit of the Rancho Santiago Community
College District ("RSCCD") for interim pedestrian and vehicular access and utility access to
RSCCD owned property as may be reasonably requested by RSCCD until construction and
acceptance by the GRANTOR of future adjacent back-bone infrastructure, including roadways
and back-bone utilities.
3. SUBJECT TO THE FOLLOWING NOTICES, COVENANTS,
RESTRICTIONS, AND CONDITIONS, which shall run with the land and be binding upon
and enforceable as equitable servitudes against GRANTEE, its successors and assigns, in
perpetuity:
3.1 Conditions:
3.1.1 . The SOCCCD Property shall be planned, developed, maintained and
used in perpetuity and continuously as an Advanced Technology Educational Campus. For
purposes of this Deed, Advanced Technology Educational Campus means an education oriented
development which may include traditional and non-traditional advanced education (extension
and/or advanced degree opportunities), adult education, continuing education, vocational, job
and educational training, or other educational and training opportunities, as well as accessory
uses when customarily associated with and subordinate with the educational uses listed above
that would include the following uses: dormitory/student apartment housing; minor support
commercial, office and retail service uses including but not limited to food services;
administrative offices; a post office; medical/dental clinics; laboratories and office facilities used
for basic and applied research, testing and consulting; industrial/commercial business incubators
which support educational programs or provide educational opportunities; maintenance facilities,
structures and storage facilities, and guard houses, gates and other security facilities and
structures. Any uses not listed above are subject to a determination by the Community
Development Director as either permitted, permitted subject to a conditional use permit or
prohibited, consistent with the terms and conditions of the Specific Plan, this Agreement, the
SOCCCD Property Quitclaim Deed, and the Sublease (until such Sublease terminates).
3.1.2 MCAS Tustin Specific Plan/Reuse Plan. The SOCCCD Property shall be
planned, developed and maintained in accordance with the standards applicable to the SOCCCD
Property as set forth in the MCAS Tustin Specific PlanlReuse, dated October 1996, as amended
by the MCAS Tustin Specific PlanlReuse Plan ERRATA, dated September 1998 ("MCAS
Tustin Specific PlanlReuse Plan) including, maximum density and intensity of uses, general
03-80308.7
SOCCCD QUITCLAIM DEED
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location of uses, maximum height and size of proposed improvements, requirements for the
dedication and reservation for public purposes. No direct vehicular access shall be provided to
the SOCCCD property for the portions of the SOCCCD Property that directly abut Redhill
A venue.
3.1.3 Major Improvements. GRANTEE shall not construct or make or permit
the construction or making of any Major Improvements (as defined herein) on the SOCCCD
Property without providing GRANTOR with documents related to any such Major
Improvements ("Construction Documents"), including concept drawings, design development
drawings, and final construction designs and specifications. GRANTEE shall provide
GB.ANTOR with the Construction Documents at each phase of the development and drafting
process, or upon a reasonable request by GRANTOR. GRANTOR may provide comments to
any Construction Documents and GRANTEE agrees to give full consideration to all such
comments received by GRANTEE within thirty (30) days following receipt by GRANTOR of
the applicable Construction Documents. GRANTEE shall not begin construction of the Major
Improvement(s) under review by GRANTOR prior to the expiration of the thirty (30) day review
period. For purposes of this Deed, Major Improvements means, any improvements, alterations,
reconstruction repairs, replacements, additions or changes (collectively the "Changes") that (i)
equal an aggregate of 10,000 square feet or more of floor area, (ii) constitute a physical site
change, (iii) constitute construction or Changes to the roofs, exterior stucco or siding, windows
or architecture of buildings on the SOCCCD Property, (iv) would normally require plan check by
the State Architects office. During GRANTEE's, or its contractors, preparation of all
Construction Documents, GRANTEE shall hold regular meetings, at least monthly, with
GRANTOR to coordinate preparation, submission, and review of the Construction Documents
by GRANTOR. Such meetings shall serve as a forum for exchange of information concerning
the design and development of Major Improvements.
3.2 Restrictions on Transfers:
3.2.1 Permitted Transfers. GRANTEE shall not effect, or agree to effect, any
transfer, sale, assignment, gift or other conveyance of all or any portion of the SOCCCD
Property or any improvements thereon or any interest therein, whether voluntarily, involuntarily
or by operation of law or otherwise (collectively, a "Transfer"), unless such Transfer is a
Permitted Transfer. "Permitted Transfer" shall mean only any of the following:
(a) Any mortgage, deed of trust, pledge, hypothecation or other similar
transfer (including sale-leaseback financing transactions) for the purpose of providing security
for the repayment of indebtedness and related obligations incurred to finance or refinance the
acquisition, development or construction of the SOCCCD Property or improvements thereon in
accordance with the provisions of the SOCCCD Agreement, provided, that such mortgage, deed
of trust, pledge, hypothecation or other similar transfer (including sale-leaseback financing
transactions) shall:
03-80308.7
SOCCCD QUITCLAIM DEED
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I (I) be subordinate to the rights of GRANTOR and the Government
2 under this Deed, the SOCCCD Agreement, and the Agreement, and
3
4 (II) provide that the proceeds of such mortgage, deed of trust, pledge,
5 hypothecation or other similar transfer (including sale-leaseback financing transactions) shall be
6 used solely for the purposes set forth in Article 3.2.1.
7
8 (b) Granting of easements or similar rights to public utilities or governmental
9 or quasi-governmental entities in the ordinary course of development or operation of the
10 SOCCCD Property in accordance with the provisions of this Deed.
11
12 (c) Leases or subleases for use of the SOCCCD Property only as permitted
13 under this Deed, provided that GRANTOR has approved the lessee or sublessee, which approval
14 shall not be unreasonably withheld. In the event GRANTEE or a successor desires to effect a
15 lease or sublease, GRANTEE or such successor shall submit to GRANTOR the name of the
16 proposed lessee or sublessee and such other information as GRANTOR may reasonably request
17 for the purposes of determining that such lessee or sublessee has the capability and resources
18 necessary to carry out its obligations under the proposed lease or sublease. The information that
19 may be requested by GRANTOR shall include, but not be limited to, (i) current financial
20 statements of the proposed lessee or sublessee to the extent existing (and if not, then other
21 reasonable evidence of financial resources), (ii) the names of the persons or entities who manage
22 or control the affairs of the proposed lessee or sublessee and (iii) information regarding the
23 experience of the proposed 1essee or sublessee (and the persons managing or controlling such
24 lessee or sublessee) in owning or operating enterprises such as that to be pursued under the
25 proposed lease or sublease. Within twenty (20) business days after receipt of the relevant
26 infonnation reasonably requested by GRANTOR, GRANTOR shall give GRANTEE or its
27 successor written notice of approval or disapproval of the proposed lessee or sublessee.
28
29 (d) Any other Transfer as to which GRANTEE or its successor in interest
30 receives the prior written consent of the GRAl'-l"TOR, which consent may be withheld by the
31 GRANTOR for any reason whatsoever.
32
33 3.2.2 Other Transfers. For the purposes of this Deed, "Transfer" also shall
34 include any of the following:
35
36 (a) If GRANTEE is or becomes bankrupt or insolvent or if any involuntary
37 proceeding is brought against GRANTEE (unless, in the case of a petition filed against
38 GRANTEE, the same is dismissed within ninety (90) days), or GRANTEE makes an assignment
39 for the benefit of creditors, or institutes a proceeding under or otherwise seeks the protection of
40 federal or State bankruptcy or insolvency laws, including the filing of a petition for voluntary
41 bankruptcy or instituting a proceeding for reorganization or arrangement;
42
03-80308. 7
SOCCCD QUITCLAIM DEED
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1 (b) If a writ of a.ttachment or execution is levied on the SOCCCD Property, or
2 on any portion thereof, where such writ is not discharged within ninety (90) days;
3
4 (c) If, in any proceeding or action in which GRANTEE is a party, a receiver is
5 appointed with authority to take possession of the SOCCCD Property, or any portion thereof, or
6 any improvements thereon, where possession is not restored to GRAl\.7EE within ninety (90)
7 days; or
8
9 (d) If GRANTEE experiences any change in status, ownership or control after
10 which GRANTEE does not continue to be engaged as a duly authorized provider of college-level
11 edijcational services under applicable law.
12
13 3.2.3 Remedies For Improper Transfers. Any purported Transfer that is not a
14 Permitted Transfer shall, at the election of GRANTOR, be null and void. In the event of a
15 Transfer in violation of this Section 3.2, GRANTOR shall have all remedies available to it at law
16 and in equity, including the right to exercise the Right of Reverter contained in Section 3.3 of
17 this Deed.
18
19 3.2.4 Termination of Restrictions. The prOVISiOns of this Section 3.2 shall
20 expire and be of no further force or effect on the date thirty (30) years after the date on which
21 this Deed is recorded in the Official Records of Orange County.
22
23
24 3.3 Reversion: In addition to the Grantor's other remedies under applicable law or
25 equity for breach of the use restrictions set forth in Section 3.1.1 or transfers in violation of
26 Section 3.2, if at any time within the period of thirty (30) years from the date of this Deed, the
27 SOCCCD Property or any part or interest thereof is used for any purpose not consistent with the
28 Advanced Technology Educational Campus use designated or permitted under Section 3.1.1 of
29 this Deed, or is sold, leased, mortgaged, encumbered or otherwise disposed of in violation of
30 Section 3.2 of this Deed, and such use or transfer is not cured to the reasonable satisfaction of
31 GRANTOR within thirty (30) days of GRANTEE or its successor receiving written notice of
32 such violation from GRANTOR stating Grantor's assertion in reasonable detail that Grantee is in
33 violation with the terms of this Quitclaim Deed, at the option of GRANTOR, all right, title and
34 interest in and to such portion of the SOCCCD Property as to which such violation has occurred
35 shall, upon recording of a Notice of Entry by GRANTOR, pass to and become the property of
36 GRANTOR, which shall have an immediate right to entry thereon, and GRANTEE, its
37 successors and assigns, shall forfeit all right, title, and interest in and to the SOCCCD Property
38 and in and to any and all tenements, hereditaments, and appurtenances thereto.
39
40 3.4 No Waiver: The failure of GRANTOR to insist in anyone or more instances
41 upon complete performance of the conditions, or any other terms and covenants of this Deed,
42 shall not be construed as a waiver of GRANTOR's right to future performance of any such
43 conditions, terms or covenants, and GRANTEE's obligations with respect to such future
03-80308.7
SOCCCD QUITCLAIM DEED
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performance shall continue is full force and effect. However, GRANTOR's failure to record a
Notice of Entry under Section 3.3 of this Deed, and, or, to request the transfer to GRANTOR of
the proceeds in trust under Section 3.5.2., within one year from the date GRA.~TOR discovers a
violation of Section 3.1.1 or Section 3.2 of this Deed, shall constitute a waiver of GRANTOR's
right of reverter under Section 3.3 and, right to the proceeds in trust under Section 3.5.2, with
respect to such violation.
3.5 Covenants:
3.5.1 GRANTOR Regulation. GRANTEE, by acceptance of this Deed,
covenants and agrees, for itself, its successors and assigns, to the regulation of the development
of the SOCCCD Property by GRA1\iOR pursuant to the MCAS Tustin Specific Plan/Reuse Plan
and consistent with the MCAS Tustin Specific PlanlReuse Plan and this Deed. GRANTEE shall
comply at all times with such regulation notwithstanding any other provision of state law or
equity to the contrary, including the principle or right of sovereignty or preemption that might
otherwise inure to the benefit of GRANTEE under the laws of the State of California.
GRANTEE further acknowledges that its compliance with the regulation of the development of
the SOCCCD Property is a primary inducement in securing (i) the conveyance of the SOCCCD
Property from the Government and (ii) GRANTOR's support and approval of such conveyance.
3.5.2 Unauthorized Disposal. GRANTEE, by acceptance of this Deed, further
covenants and agrees for itself, its successors and assigns, that in the event the SOCCCD
Property or any part or interest thereof at any time within the period of thirty (30) years from the -.
date of this Deed sold, leased, mortgaged, encumbered or otherwise disposed of in violation of
Section 3.2 of this Deed, all net proceeds therefrom including the monetary value of any non-
cash receipts to GRANTEE, shall be considered to have been received and held in trust by
GRANTEE for GRANTOR and shall be subject to the direction and control of GRANTOR. The
provisions of this paragraph shall not affect the rights reserved to GRANTOR under any other
provisions of this Deed and GRANTOR's rights under this Section 3.5.2 shall not be affected by
any waiver of GRANTOR's rights under any other provision of this Deed including Section 3.3.
3.5.3 Maintenance. GRANTEE, by acceptance of this Deed, further covenants
and agrees for itself, its successors and assigns, that at all times GRANTEE shall at its sole cost
and expense keep and maintain the SOCCCD Property and the improvements thereon, including
all buildings, structures and equipment at any time situated upon the SOCCCD Property, in good
order, condition and repair, and free from any waste whatsoever.
3.5.4 Estoppel Certificates Within ten (10) days after receiving a written
request from GRANTEE, the GRANTOR will execute and deli ver to GRANTEE an estoppel
certificate stating whether (i) to the GRANTOR's knowledge GRANTEE or the SOCCCD
Property is in violation of the provisions of this Deed, specifically including, but not limited to
Section 3.1.1 and Section 3.2, and if the GRANTOR believes GRANTEE or the SOCCCD
Property is in violation of any part of this Deed, describing such violation with reasonable detail,
03.80308.7
SOCCCD QUITCLAIM DEED
Page 9.
1 and (ii) in the GRANTOR's belief a particular existing or proposed use or transaction described
2 by GRANTEE in reasonable detail in its request for such estoppel certificate will violate Section
3 3.1.1 or Section 3.2 of this Deed (and, if the GRANTOR believes such proposed use or
4 transaction will constitute such a violation, then describing the reason(s) for the GRA1'fTOR's
5 belief with reasonable detail).
6
7 3.6 Enforcement of Covenants, Conditions. and Restrictions: GRANTEE, its
8 successors and assigns, shall reimburse GRANTOR for all damages. claims, or liability
9 whatsoever that GRANTOR sustains as a result of a breach by GRANTEE of any of the
10 conditions or any other terms and covenants of this Deed, including all costs and expense
11 (including reasonable attorney's fees and court costs) related to, or arising from GRANTOR's
12 enforcement or restraint of a breach by GRANTEE of any of the conditiqns or any other terms
13 and covenants of this Deed.
14
15 3.7 GRANTEE agrees to accept conveyance of the Property subject to all covenants,
16 conditions, restrictions. easements, rights-of-way, reservations, rights, agreements, and
17 encumbrances of record.
18
19 3.8 Government Deed. The quitclaim deed from the Government conveying the City
20 Property to GRANTOR was recorded prior to the recordation of this Deed. In its transfer of the
21 City Property to GRANTOR, the Government identified certain building(s) or portions of
22 building(s) as being located on the SOCCCD Property. GRANTOR has no knowledge regarding
23 the accuracy of such information. Additionally, in its 1ransfer of the City Property to
24 GRANTOR, the Government identified certain building(s) or portions of building(s) as having,
25 presumed to have, or requiring surveys for, friable and non-friable asbestos containing materials
26 and lead based paint, and the presence of certain contaminants and hazardous materials.
27 GRANTOR has no knowledge regarding the accuracy of such information, and GRANTOR
28 makes no warranties regarding the condition of the building(s) on the SOCCCD Property.
29
30 GRANTOR makes no warranties regarding the environmental conditions on the
31 SOCCCD Property; GRANTOR has no knowledge regarding the accuracy or adequacy of the
32 Government's remediation of the City Property as provided in the deed conveying the City
33 Property to GRANTOR, and GRANTOR has taken no steps to abate any such conditions.
34
35 The italicized information below is copied verbatim (except as discussed below) from the
36 Government deed conveying the City Property to GRANTOR. To the extent applicable to the
37 SOCCCD Property conveyed hereunder, by acceptance of this Deed GRANTEE hereby
38 acknowledges and assumes all responsibilities placed upon GRANTOR under the tenns of the
39 aforesaid Government deed to GRANTOR. Within the italicized information only, the term
40 "GRANTOR" shall mean the Government, and the term "GRANTEE" shall mean the City of
41 Tustin; to avoid confusion, the words "Government" have been added in parenthesis after the
42 word "GRANTOR", and "City of Tustin" has been added in parenthesis after the word
43 "GRANTEE".
03-80308,7
SOCCCD QUITCLAIM DEED
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2.2 A FOST has been completed and an Environmental Baseline
Survey ("EBS") report is referenced in the FOST. The FOST and EBS reference
environmental conditions on the Property and on other property not subject to
this Deed. GRANTEE ("Tustin") acknowledges that it has received copies of the
EBS and the FOST and that all documents referenced therein have been made
available to GRANTEE ("Tustin") for inspection and copying.
2.3 Except as otherwise provided herein, or as otherwise provided by
law, the GRANTEE ("Tustin") acknowledges that it has inspected, is aware of,
and accepts the condition and state of repair of the Property, and that the
Property is conveyed "as is" and "where is" without any representation,
promise, agreement, or warranty on the part of the GRANTOR ("the
Government") regarding such condition and state of repair, or regarding the
making of any alterations. improvements, repairs or additions. Except for the
environmental remediation which may be required to be undertaken by
GRANTOR ( "the Government") pursuant to paragraph 2.6 below, the GRANTEE
("Tustin") further acknowledges that the GRANTOR ("the Government") shall
not be liable for any latent or patent defects in the Property except to the extent
required by applicable law.
2.4 Asbestos Containing Material
2.4.1. GRANTEE ("Tustin") is hereby informed and does hereby
acknowledge that hazardous materials in the fonn of asbestos or asbestos-
containing materials (f1ACM") have been found and are otherwise presumed to
exist in Buildings/Structures 5, 172, and 213 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 ("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 ACM surveys have not been conducted for
Buildings/Structures, 246, 249, 524, 526, 561 574, and 602 on Parcel I-E-l; 245,
538, 549, and 573 on Parcel I-E-2; and 516 on Parcell-E-4 and ParceIJ-E-5.
GRANTEE ("Tustin") shall prohibit occupancy and use of those buildings and
03-80308.7
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SOCCCD QUITCLAIM DEED
Page 11.
structures and portions thereof until ACM surveys have been conducted by
GRANTEE ("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 ("Tustin") or its successors
and assigns.
2.4.4. The GRANTOR ("the Government") shall provide a notice
of release, in recordable form, to the GRANTEE ("Tustin") at such time as
demolition of the buildings on the Property containing ACM has been completed
and the appropriate government regulatory agency(s) have confirmed in writing
to the GRANTEE ("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 ACM from the
Property. The GRANTOR ("the Governme1Jt") shall have no obligation under
this subparagraph for the demolition of buildings or the removal of ACM or 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.
Buildings 5, 132, 172, 177, 184, 213. and 218 are restricted from residential use
and children are not allowed to occupy the buildings. 'When these buildings are
demolished, Grantee ("Tustin") or its successors and assigns, will be required to
demolish the buildings 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. "
03-80308,7
SOCCCD QUITCLAIM DEED
Page 12.
1 2.5.2. The GRANTEE ("Tustin") hereby acknowledges the
2 required disclosure of the presence of any known LBP and/or LBP hazards in
3 target housing constructed prior to 1978 in accordance with the Residential
4 Lead-Based Paint Hazard Reduction Act of 1992, 42 U.S.c. Section 4852d (Title
5 X). The GRANTEE ("Tustin") acknowledges the receipt of available records and
6 reports pertaining to LBP and/or LBP hazards and receipt of the Environmental
7 Protection Agency (EPA) approved pamphlet "Protect Your Family from Lead in
8 Your Home" (EPA 747-K-94-001). Furthennore, the GRANTEE ("Tustin")
9 acknowledges that it has read and understood the EPA pamphlet.
10
11 2.5.3. The GRANTEE ("Tustin") covenants and agrees that, in
12 any improvements on the Property defined as target housing by Title X and
13 constructed prior to 1978, LBP hazards will be disclosed to potential occupants
14 in accordance with Title X before use of such improvements as a residential
15 dwelling (as defined in Title K). Further, the GRANTEE ("Tustin") covenants
16 and agrees that LBP hazards in target housing will be abated in accordance with
17 Title X before use and occupancy as a residential dwelling. "Target housing"
18 means any housing constructed prior to 1978, except housing for the elderly or
19 persons with disabilities (unless any child who is less than six [6] years of age
20 resides, or is expected to reside, in such housing) or any zero-bedroom dwelling.
21
22 2.5.4. The GRANTEE ("Tustin") covenants and agrees that in its
23 use and occupancy of the Property, it will comply with Title X and all applicable
24 federal, state, and local laws relating to LBP. The GRANTEE ("Tustin")
25 acknowledges that the GRANTOR ("the Government") assumes no liability for
26 damages for personal injury, illness, disability, or death to the GRANTEE
27 ("Tustin"), or to any other person, including members of the general public,
28 arising from or incident to the purchase, transportation, removal, handling, use,
29 disposition, or other activity causing or leading to contact of any kind whatsoever
30 with LBP on the Property, arising after the conveyance of the Property from the
31 GRANTOR ("the Government") to the GRANTEE ("Tustin"), whether the
32 GRANTEE ("Tustin") has properly warned, or failed to properly warn, the
33 persons injured.
34
35 2.5.5. The GRANTOR ("the Government") shall provide a notice
36 of release, in recordable fonn, to the GRANTEE ("Tustin") at such time as
37 demolition of the buildings on the Property containing LBP has been completed
38 and the appropriate government regulatory agency(s) have confirmed in writing
39 to the GRANTEE ("Tustin") that LBP has been removed from the buildings and
40 any necessary soil remediation has been conducted in accordance with all
41 applicable federal, state, and local laws and regulations. This Notice of Release
42 shall be deemed to remove all notices and restrictions relating to LBP from the
43 Property. The GRANTOR ("the Government") shall have no obligation under
03-80308.7
SOCCCD QUITCLAIM DEED
Page 13.
1 this subparagraph for the demolition of buildings or the removal of LBP or soil
2 remediation related to such demolition or removal action.
3
4 2.6. Notices And Covenants:
5
6 2.6.1. Notices: Hazardous Substance Notification. Pursuant to
7 42 U.S.e. 99620(h)(3)(A), and the provisions of40 e.F.R. part 373. the Grantor
8 ("the Government") hereby gives notice that hazardous substances were stored
9 for one year or more, released or disposed of on the Property. The information
10 contained in this notice is required by regulations promulgated under Section
11 120(h) of the Comprehensive Environmental Response, Liability, and
12 Compensation Act (CERCLA or "Supeifund"), 42 USe. * 9620(h). The Grantor
13 has made a complete search of its files and records concerning the Property.
14 Based on that search. the type and quantity of such hazardous substances, the
15 time at which such storage, release or disposal took place, to the extent such
16 information is available, and a description of the remedial action taken, if any, is
17 contained in Exhibit "8. "
18
19 2.6.2. Grant of Covenant [CERCIA 42 U.S.C. Section 9620
20 (h)(3)(A)(ii)(I)]. The GRANTOR ("the Government") covenants and warrants
21 that all remedial action necessary to protect human health and the environment
22 with respect to any hazardous substance remaining on the Property has been
23 taken before the date of transfer.- '
24
25 2.6.3. Additional Remediation Obligation [CERCIA 42 U.S. e.
26 Section 9620 (h)(3)(A)(ii)(II)]. The GRANTOR ("the Government") covenants
27 and warrants that GRANTOR ("the Government") shall conduct any additional
28 remedial action found to be necessary after the date of transfer for any hazardous
29 substance existing on the Property prior to the date of this Deed. This covenant
30 shall not apply to the extent that the GRANTEE ("Tustin") caused or contributed
31 to any release or threatened release of any hazardous substance, pollutant, or
32 contaminant.
33
34 2.6.4. Access [CERCIA 42 U.s.e. Section 9620 (h)(3)(A)(iii)].
35 In connection with GRANTOR's ("the Government") covenant in 2.6.3 above and
36 in connection with ongoing remediation on GRANTOR's ("the Government")
37 property adjacent to the Property, GRANTEE ("Tustin") agrees on behalf of
38 itself, its successors and assigns, as a covenant running with the land, that
39 GRANTOR ("the Government"), or its officers, agents, employees, contractors
40 and subcontractors, shall have the right, upon reasonable notice to GRANTEE
41 ("Tustin"), to enter upon the Property in any case in which a response or
42 corrective action is found to be necessary at such property after the date of this
43 deed. or such access is necessary to carry out a response action or corrective
03.80308.7
SOCCCD QUITCLAIM DEED
Page 14.
1 action on adjoining property. Neither GRANTEE ("Tustin"), nor its successors
2 and assigns, shall have any claim on account of such entries against the United
3 States or any of its officers, agents, employees, contractors or subcontractors. The
4 right to enter shall include the right to conduct tests, investigations and surveys,
5 including, where necessary, drilling, test-pitting, boring and other similar
6 activities. Such right shall also include the right to construct, operate, maintain
7 or undenake any other response or corrective action as required or necessary,
8 including, but not limited to monitoring wells, pumping wells, treatment facilities,
9 and the installation of associated utilities. In exercising these rights of access,
10 except in case of imminent and substantial endangerment to human health or the
11 environment, the GRANTOR ("the Government") (1) shall give the GRANTEE
12 ("Tustin") reasonable notice of any action to be taken related to such remedial or
13 corrective actions on the Propeny, and (2) make reasonable efforts to minimize
14 interference with the on-going use of the Property. Furthermore, the GRANTOR
15 ("the Government") and GRANTEE ("Tustin") agree to cooperate in goodfaith
16 to minimize any conflict between the necessary environmental investigation and
17 remediation activities and the GRANTEE's ("Tustin") use of the Propeny. Any
18 inspection, survey, investigation or other response, corrective or remedial action
19 undertaken by GRANTOR ("the Government") will, to the maximum extent
20 practical, be coordinated with representatives designated by the GRANTEE
21 ("Tustin").
22
23 In connection with GRANTOR's ("the Government") remedial actions
24 described above, GRANTEE ("Tustin ") agrees on behalf of itself, its successors
25 and assigns, as a covenant running with. the land, to comply with the provisions of
26 any health or safety plan in effect during the course of any such action.
27 2.7. Environmental Restriction.
28
29 2.7.1. The following environmental covenants, conditions, and
30 restrictions (hereinafter "environmental restrictions") regarding the use of the
31 Property have been determined by the GRANTOR ("the Government") to be
32 reasonably necessary to protect present or future human health or safety or the
33 environment as provided by CERCLA and California Civil Code Section 1471.
34 The environmental restrictions made and accepted herein by GRANTEE
35 ("Tustin") shall be for the benefit of and enforceable by the GRANTOR ("the
36 Government") herein as provided under Civil Code Section 1471 and applicable
37 Federal statutes and regulations, shall run with the land, and shall be binding on
38 the GRANTEE ("Tustin"), its successors and assigns. GRANTOR ("the
39 Government") has installed monitoring and pumping wells, together with
40 associated monitoring and other equipment on the Propeny. The approximate
41 location of those wells and associated equipment is shown on Exhibit "e."
42 GRANTEE ("Tustin"), its successors and assigns, shall not alter, disturb or
43 remove said wells or equipment without the prior written approval of GRANTOR
03.80308.7
SOCCCD QUITCLAIM DEED
Page 15.
1 ("the Government"), United States Environmental Protection Agency, California
2 Department of Toxic Substance Control, and Regional Water Quality Board,
3 Santa Ana Region (collectively HCognizant Regulatory Agencies").
4
5 2.7.2. These environmental restrictions may be released at such
6 time as the GRANTOR (Hthe Government") and the Cognizant Regulatory
7 Agencies have determined that the restricted Property is protective of present or
8 future human health or safety of the environment for the use that was formerly
9 prohibited. Upon receipt of such written confirmation, the GRANTOR (Hthe
10 Government") shall deliver to the GRANTEE (HTustin") in recordable form, a
11 release (the H Release") relating specifically to the environmental use restrictions
12 set forth in this deed. The execution of the Release by the GRANTOR ("the
13 Government") shall remove all notices and restrictions relating to the remedy
14 addressed by the restrictions from the title to the Property.
15
16 2.8. Indemnification Regarding Transferees. The GRANTOR (Hthe
17 Government") hereby recognizes its obligations under Section 330 of the
18 National Defense Authorization Act of 1993 (Pub. L. 102-484), as amended,
19 regarding indemnification of transferees of closing Department of Defense
20 property.
21
22 2.9. NonwDiscrimination. GRANTEE ("Tustin") covenants for itself,
23 its successors and assigns, that it will comply with all applicable provisions of the
24 Civil Rights Act of 1964, section 504 of the Rehabilitation Act of 1973, and the
25 Age Discrimination in Employment Act of 1975 in the use, occupancy, sale or
26 lease of the Property. The foregoing shall not be construed to prohibit the
27 operation of federal or state approved programs focusing on the special needs of
28 the homeless, veterans, victims of domestic violence and other classes of persons
29 at risk; nor shall it be construed to prohibit employment practices not otherwise
30 prohibited by law. The GRANTOR (Hthe Government") shall be deemed a
31 beneficiary of this covenant without regard to whether it remains the owner of
32 any land or interest therein in the locality of the Property hereby conveyed and
33 shall have the sole right to enforce this covenant in any court of competent
34 jurisdiction.
35
36 3. NO HAZARD TO AIR NA VIGATION: GRANTEE ("Tustin")
37 covenants for itself, its successors and assigns, that in connection with any
38 construction or alteration on the Property, it will obtain a determination of no
39 hazard to air navigation from the Federal Aviation Administration in accordance
40 with Title 14, Code of Federal Regulations, part 77, entitled HObjects Affecting
41 Navigable Airspace," or under the authority of the Federal Aviation Act of 1958,
42 as amended.
43
03-80308.7
SOCCCD QUITCLAIM DEED
Page 16.
1 4. THE CONDITIONS, RESTRICTIONS, RESERVATIONS, AND
2 COVENANTS set forth herein are a binding servitude on the Property, shall
3 inure to the benefit of GRANTOR ("the Government") and GRANTEE ("Tustin")
4 and their respective successors and assigns, and will be deemed to run with the
5 land in perpetuity, pursuant to California Civil Code sections 1462 and 1471 and
6 other applicable authority.
7
8 The responsibilities and obligations placed upon the land by the Government shall run
9 with the land and be binding on all subsequent owners of the SOCCCD Property unless or until
10 such responsibilities and obligations are released pursuant to the provisions set forth in the
11 Government deed. GRANTOR and its successors and assigns, respectively, shall not be liable
12 for any breach of such responsibilities and obligations with regard to the SOCCCD Property
13 arising from any matters or events occurring after transfer of ownership of the SOCCCD
14 Property by GRANTOR or its successors and assigns, respectively; provided, however, that each
15 such party shall, notwithstanding such transfer, remain liable for any breach of such
16 responsibilities and obligations to the extent caused by the fault or negligence of such party.
17
18 3.9 "As is, Where Is, With All Faults". As further set forth in the SOCCCD
19 Agreement, the GRANTEE acknowledges that it has examined the SOCCCD Property and is
20 acquiring the SOCCCD Property from the GRANTOR in an "AS IS, WHERE IS, WITH ALL
21 FA UL TS" condition, in its present state and condition and with all faults, which provisions shall
22 survive the close of escrow related to this transaction and do not merge with this Deed.
23 3.10 SOCCCD Agreements. The SOCCCD Agreement imposes certain covenants,
24 conditions and restrictions on the SOCCCD Property, including, without limitation, the Release
25 contained in section 16.4.3 of the SOCCCD Agreement, and certain non-discrimination and non-
26 segregation covenants, each of which is set forth verbatim below in italics and each of which is
27 hereby declared to be a covenant running with the land in perpetuity. Within the italicized
28 language which follows, certain terms shall have the following meanings: the term "SOCCCD"
29 shall mean the "GRANTEE" hereunder; the term "City" shall mean the GRANTOR hereunder;
30 the term Agreement shall mean the SOCCCD Agreement; the term "Closing Date" shall mean
31 the date first set forth above on this Quitclaim Deed; and the term "SOCCCD Property" shall
32 mean the "SOCCCD Property" conveyed pursuant to this Deed. All other terms shall have the
33 same meaning as used or defined in the SOCCCD Agreement.
34
35 16.4.3 Release. Save and except for the covenants, representations and
36 warranties of the City and any other "Released Party" (as defined below in this
37 Section) under this Agreement, SOCCCD and any Person claiming by, through or
38 under SOCCCD, including all voluntary and involuntary successors of SOCCCD
39 owning all or any portion of the Site ("Releasing Party"), hereby waives, as of
40 the date of execution of this Agreement and as of the Closing Date, its right to
41 recover from, and fully and irrevocably releases, the City and its officers, elected
42 officials, employees, agents, attorneys, affiliates, representatives,. contractors,
43 successors and assigns (individually, a "Released Party", collectively, the
03-80308.7
SOCCCD QUITCLAIM DEED
Page 17.
1 "Released Parties") from any and all Claims that SaCCCD may now have or
2 hereafter suffer or acquire for any costs, losses, liabilities, damages, expenses,
3 demands, actions or causes of action: (a) arising from any infonnation or
4 documentation supplied by any of the Released Parties; (b) arising from any
5 condition of the SaCCCD Property, known or unknown by any Releasing Party
6 or any Released Party; (c) arising from any construction defects, errors,
7 omissions or other conditions, latent or otherwise, including environmental
8 matters, as well as economic and legal conditions on or affecting the SaCCCD
9 Property, or any portion thereof; (d) arising from the existence, Release,
10 threatened Release, presence, storage, treatment, transportation or disposal of
11 any Hazardous Materials at any time on, in, under, from, about or adjacent to the
12 SaCCCD Property or any portion thereof; (e) by any governmental authority or
13 any other third party arising from or related to any actual, threatened, or
14 suspected release of a Hazardous Material on, in, under, from, about, or adjacent
15 to the SaCCCD Property, or any portion thereof, including any investigation or
16 remediation at or about the SaCCCD Property; (f) arising from the Tustin
17 Legacy Backbone Infrastructure Program, the cost or extent thereof, or the
18 amount of the Fair Share Contribution; and/or (g) arising from the fonnation of
19 any community facilities district in connection with the recoupment or payment of
20 the Fair Share Contribution; provided, however, that the foregoing release by the
21 Releasing Parties shall not apply to the extent that any Claim is the result of the
22 willful misconduct or fraud of the City or its officers, employees, representatives,
23 agents or consulrants arising after the Close of Escrow. This, release includes
24 Claims of which SaCCCD is presently unaware or which saCCCD does not
25 presently suspect to exist which, if known by SaCCCD, would materially affect
26 SaCCCD 's release to the Released Parties. SaCCCD specifically waives the
27 provision of California Civil Code Section 1542, which provides as follows:
28
29 "A general release does not extend to claims which the creditor does not
30 know or suspect to exist in his favor at the time of executing the release, which if
31 known by him must have materially affected his settlement with the debtor. "
32
33 In this connection and to the extent permitted by law, SaCCCD hereby
34 agrees, represents and warrants, which representation and warranty shall survive
35 the Closings on SaCCCD and the tennination of this Agreement and not be
36 merged with the Quitclaim Deed, that SaCCCD realizes and acknowledges that
37 factual matters now unknown to it may have given or may hereafter give rise to
38 Claims or controversies which are presently unknown, unanticipated and
39 unsuspected, and SaCCCD further agrees, represents and warrants, which
40 representation and warranty shall survive the Closings on the SaCCCD Property
41 and the tennination of this Agreement and not be merged with the Quitclaim
42 Deed, that the waivers and releases herein have been negotiated and agreed upon
43 in light of that realization and that SaCCCD, on behalf of itself and the other
03-80308.7
SOCCCD QUITCLAIM DEED
Page 18.
1 Releasing Parties, nevertheless hereby intends to release, discharge and acquit
2 the Released Parties from any such unknown Claims and controversies which
3 might in any way be included as a material portion of the consideration given to
4 the City by saCCCD in exchangefor the City's performance hereunder.
5
6 This release shall run with the land and bind all owners and successor
7 owners thereof and, to further evidence its effectiveness with respect to successor
8 owners of the SaCCCD Property, shall be included in its entirety in the Quitclaim
9 Deed.
10
11 10.3 Non-Discrimination and Equal OIJPortunity.
12
13 10.3.1 SaCCCD covenants and agrees, for itself, and its successors, that
14 (a) it shall not discriminate against any employee or applicant for employment on
15 any basis prohibited by law and (b) it has received and read, understands and
16 agrees to be bound with respect to the entirety of the SaCCCD Property by the
17 Non-Discrimination Covenant contained in the Navy Deed.
18
19 10.3.2 SaCCCD shall provide equal opportunity in all employment
20 practices.
21
22 10.3.3 Obligation to Refrain from Discrimination. SaCCCD covenants
23 and agrees for itself and its successors, that there shall be no discrimination
24 against or segregation of any person, or group of persons, on account of race,
25 color, creed, religion, sex, sexual orientation, marital status, national origin or
26 ancestry in the use, occupancy, tenure, enjoyment of the SaCCCD Property nor
27 shall SOCCCD itself or any person claiming under or through it establish or
28 permit any such practice or practices of discrimination or segregation with
29 reference to the selection, location, number, use or occupancy of tenants,
30 subtenants, sub lessees or vendees of the SaCCCD Property.
31
32 10.3.4 Redevelopment Law: Form of Nondiscrimination and
33 Nonsegregation Clauses. All deeds, leases or contracts that SaCCCD enters into
34 that affect the SOCCCD Property shall contain or be subject to substantially the
35 following non-discrimination or non-segregation clauses:
36
37 10.3.4.1 In Deeds:
'38
39 "The grantee herein covenants by and for itself, its successors and
40 assigns, and all persons claiming under or through them, that there shall
41 be no discrimination against or segregation of, any person or group of
42 persons on account of race, color, creed, religion, sex, sexual orientation,
43 marital status, national origin or ancestry in the sale, lease, sublease,
03-80308.7
SOCCCD QUITCLAIM DEED
Page 19.
1 transfer, use, occupancy, tenure or enjoyment of the land herein conveyed,
2 nor shall the grantee itself or any person claiming under or through it,
3 establish or permit any such practice or practices of discrimination or
4 segregation with reference to the selection, location, number, use or
5 occupancy of tenants, lessees, subtenants, sublessees or vendees in the
6 land herein conveyed. The foregoing covenants shall run with the land. "
7 10.3.4.2 In leases:
8
9 "The lessee herein covenants by and for itself its successors and assigns,
10 and all persons claiming under or through them, and this lease is made
11 and accepted upon and subject to the following conditions:
12
13 That there shall be no discrimination against or segregation of any
14 person or group of per sans, on account afrace, color, creed, religion, sex,
15 sexual orientation, marital status, national .origin or ancestry in the
16 leasing, subleasing, renting, transferring, use, occupancy, tenure or
17 enjayment of the land herein leased, nor shall lessee itself, or any person
18 claiming under' or through it, establish or permit such practice or
19 practices of discrimination or segregation with reference to the selecti.on,
20 locatian, number, use or occupancy of tenants, lessees, subleases,
21 subtenants or vendees in the land herein leased."
22
23 10.3.4.3 In contracts:
24
25 "There shall be no discriminatian against or segregation of any persan or
26 group .of persons an accaunt .of race, calor, creed, religian, sex, sexual
27 arientatian, marital status, national origin .or ancestry in the sale, lease,
28 sublease, transfer, use, .occupancy, tenure .or enjayment .of the land, nar
29 shall the transferee itself .or any persan claiming under .or through it,
30 establish or permit any such practice .or practices of discrimination .or
31 segregatian with reference ta the selectian, lacatian, number, use .or
32 .occupancy .of tenants, lessees, subtenants, sublessees .or vendees .of the
33 land. "
34
35 4. The terms of this Deed, including without limitation the provisions of Section
36 3.10 of this Deed, are hereby agreed and declared by GRANTEE and GRANTOR and declared
37 to be covenants running with the land and enforceable as restrictions and equitable servitudes
38 against the SOCCCD Property, and are hereby declared to be and shall be binding upon the
39 SOCCCD Property and GRA.t~TEE and the successors and assigns of GRANTEE owning all or
40 any portion of the SOCCCD Property.
41
42 5. NOTICES: All notices, consents, demands, requests and other communications
43 a party desires or is required to give to the other party or any other person shall be in writing and
03-80308.7
SOCCCD QUITCLAIM DEED
Page 20.
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:
1
2
3
4
5
6
7
8
9
If to GRANTOR:
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
With a copy (which
shall not constitute
notice) to:
If to GRANTEE:
With a copy (which
shall not constitute
notice) to:
03-80308.7
City of Tustin
300 Centennial Way
Tustin, California 92780
Attn: City Manager
Christine Shingleton
Assistant City Manager
City of Tustin
300 Centennial Way
Tustin, California 92780
George R. Schlossberg, Esq.
Kutak Rock LLP
1101 Connecticut Avenue, N.W.
Suite 1000
Washington, DC 20036
Dr. Raghu P:Mathur, Chancellor
South Orange County Community College District
8000 Marguerite Parkway
Mission Viejo, CA 92692
Dennis O'Neil, Esq.
Hewitt & O'Neil, LLP
19900 Mac Arthur Blvd.
Irvine, California 92612
[Signature Page Follows]
SOCCCD QUITCLAIM DEED
Page 21.
IN WITNESS WHEREOF, GRANTOR has caused its name to be signed to this
Quitclaim Deed on the day first above written.
1
2
3
4
5
6
7
8
9
10
11
12
13 Attest:
14 ~
15 U"/.1fL,
16 ~ela Stoker
17 City Clerk
18
19
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23
24
25
26
27
28
29
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32
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::TYW;;~iJ,
William A. Huston
City Manager
Dated: 12-10{
,I(~/~
/;;/C.-
ACKNOWLEDGEMENT OF GRANTEE'S COVENANTS
TO INDICA TE ACCEPTANCE of its covenants and agreements contained in this
Quitclaim Deed and receipt of the documents described herein, GRANTEE has executed this
document on the date written below.
SOUTH ORANGE COUNTY COMMUNITY
COLLEGE DISTRICT
By:
Dated:
rj ~'Z- /PI;
03-80308,7
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of california}
County of Orange SS
City of Tustin
On April 22, 2004 before me, ----- Maria R. Huizar, Notary Public,
Date Name and Title of Officer (i.e., Your Name, Notary Public)
personally appeared _________h____ Raghu R. Mathur------------------,
Name(s) of Document Signer(s)
D personally known to me ( or)
~ proved to me on the basis of satisfactory evidence
to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted,
executed the instrument.
J A . . ~ ~ ~ & ~ lWUA~.l HU.iAR . ~ ~ I
.. " COIIIM.11410711 rn
~ NoUIy PuIIIIe~ V!
Ul . ORANGE COUIlII'Y ..
JTT ~~~ T ~ _~~~~~..~~. (
WITNESS my hand and official seal.
~~. /()fvr~~
Signature of Notary
(Affrx seal in the above blank space)
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of california}
County of Orange SS
City of Tustin
On April 22, 2004 before me, -----Maria R. Huizar, Notary Public,
Date Name and Title of Officer (i.e., Your Name, Notary Public)
personally appeared -------------- William A. Huston ----------------- ,
Name(s) of Document Signer(s)
[J personally known to me (or)
D proved to me on the basis of satisfactory evidence
to be the person whose name is subscribed to the within instrument
and acknowledged to me that he executed the same in his
authorized capacity, and that by his signature on the instrument the
person, or the entity upon behalf of which the person acted,
executed the instrument.
A...........................,
......................... ...
) Q MARlAR. HUIZAR
, CQMII.11410751 rn
~ NotIIl'Y pullltc.callfomla se
fa . OIWIGE COUNfY ...
l~ ~ . ~ ~ . .~~~~~.~~.6..~ .l
WITNESS my hand and official seal.
~-f/bv<-. ,,(ltvl~
Signature of Notary
(Affix seal in the above blank space)
Exhibit A
Legal Description of SaCCCD Property
(attached)
To
Quitclaim Deed and Environmental Restriction
Pursuant to Civil Code Section 1471
PSOMAS
2
3
4
LEGAL DESCRIPTION
I
EXHIBIT "A"
PARCEL I~E~1.1
5 Being Parcel I-E-1.1, in the City of Tustil1, County of Orange, State of California as described in
6 Lot Line Adjustment No. LLA 03-01 recorded April 15, 2003 as Instrument No. 2003000418455,
7 Official Records.
8
9 I Containing 1,572,097 square feet, 36,09 acres more or less.
10
11 As more particularly shown on Exhibt "B" attached ~ereto and made a part here of.
12
13 Prepared under my supervision.
14
15
16
17
'l7~ j.~t-~'-"\'dA
Peter J. Fitzpatrick, PLS 6777
18 Registration Expires 9/30/04
19
20
21
22
23
24
25
26
27
28
29
30
31
S/lu(tY3
Date
M:\2TUSO1 050 1 \survey\Task 2\LegaJs\Pcll,E-P..igiDt of 1
LaSI printed 51l6i03 12: 11 PM
SBO'23'S9"E
76,56'
Ll=31 '01'38"
'"' R=25,OO'
I ,:;;'" L=1354'
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DESCRIPTION:
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Parcel 1-("-1.1 Lo-Uine Adjustment No. 03-01
MCAS- TUSTIN
EXHIBIT B
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LOTUNE ADJUSr,YIeNT 1J3"Oi
b"ST, NO. 2003000418456, OR
550'49'29"E
398,40'
\
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549'20' 45"<:
230,46'
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<I a::...J (Ill <I a:: ...J
SHEET 1 OF 1
PSOMAS
JI17 b11l11 -'-
"",1lO
",......<<12121
Inl}lIH:l7J '"I"'IMHM)
SCAJ..[ 1. - 300'
DR AFlED CHL
CHECKED PJF
DAlE MAY 16, 200J
Joe
, NUMBER 2ruSOl05OO T2
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PS OMAS
I
Legal Description
Exhibit "A"
ParceII-.E-3
(Reuse Plan Disposition Site 1)
In the City of Tustin and the City of Irvine, County of Orange, State of California, being
2 those portion of Block 10, ofIrvine's Subdivision, as shown on the map filed in book 1,
3 page 88 of Miscellaneous Record Maps, and as shown on a map filed in Book 165, Pages
4 31 through 39 inclusive of Records of Survey, both of the records of said County,
5 described as follows:
6
7 For the pUll10se Oftllis description the following Control line is hereby established:
8
9 Control line "A"
to
1 I Beginning at the intersection ofthe centerline of Red Hill Avenue with the centerline of
12 Valencia Avenue as shown 011 said Record of Survey, the centerline of Red Hill Avenue
13 having a bearing of South 4003 7'39" West between V alencia Avenue and Wamer
J 4 A venue; thence South 49020' 01" East 106.23 feet to the beginning of a curve concave
15 southwesterly having a radius of 1400.04 feet; thence southeasterly along said curve
16 134.49 feet through a central angle of sa30'14"; thence
17 South 43049'53" East 1 0 1. 77 feet to the beginning of a curve concave northeasterly
18 having a radius of 1400.04 feet; thence southeasterly along said curve 103.54 feet
,
19 ! tlll"ough a central angle of 4014' 15" to a point hereinafter referred to as point "E".
20
21 Control line "C"
22
23 Beginning at herejnabove described point "E"; thence North 40040'06" East 79.56 feet
24 to a point hereinafter to be refen-ed to as point "e"; thence continuing N011h 40040' 06"
25 East 659.46 feet to a point that is distant 445.49 feet southeasterly, measured at right
f'Z1ge 1 0[3
1':\Surveys\2tusOl0200\repons\Renumbercd P3rcels\kg31-p~rcell-E-3doc ..i27/02 12:28 PM
PS OMAS
Legal Description
Exhibit "A"
Parcel I-E-3
(Reuse Plan Disposition Site 1)
angles, from the centerline of said Red Hill A venue between Valencia A venue and Santa
2 Fe Drive and distant 604.41 feet southwesterly measured at right angles, from the
3 Southwesterly line of the land shown on Parcel Map filed in book 64, page 39 of Parcel
4 Maps, records of said County, as said centerlines are established on said Record of
5 Survey.
6
7
8 Parcel I-E-3 .
9 Begimilng at the hereinbefore described point "C"; thence leaving said control line "C",
10 North 49019'54" West 30.00 feet to the True Point Of Beginning; thence
11 South 87033'50" West 36.69 feet; thence North 4SalO'56" West 9.92 feet to the
12 beginning of a curve concave northeasterly having a radius of 143.50 feet; thence
13 northwesterly along said curve 31.99 feet through a central angle of 12046' 19"; thence
14 North 32024'37" West 28.61 feet to the beginning of a curve concave southwesterly
15 having a radius of 159.50 feet; thence nOlthwesterly along said curve 31.79 feet tlu-ough
16 a central angle of 11025'16"; thence North 43049'53" West 42.11 feettothebegilU1ing
17 of a curve concave southwesterly having a radius of 1464.04 feet, being concentric with
18 and 64.00 feet nOliheasterly of said control line HA"; thence northwesterly along said
19 concentric curve 140.62 feet through a central angle of 5030'11"; thence leaving said
20 concentric Clrrve North 49020'04" West 15.29 feet; thence North 04020'50" West
21 36.78 feet to a line that is parallel with and distant 65.00 feet southwesterly from said
22 centerline of Red Hill Avenue; thence along said parallel line NOlih 40038'29" East
23 50.00 feet; thence leaving said parallel line South 49021 '31" East 12.00 feet to a line that
24 is parallel with ~U1d distant 77.0'0 feet southeasterly from said centerline of Red Hill
25 Avenue; thence along said parallel line North 40038'29" East 41.13; feet thence leaving
Page 2 of 3
F:\Surveys\2ttls01020()\reporls\Rcnul11bcred Parcels\legnl-parcell-E-:l.doc 4/27/02 12:28 PM
PSOMAS
Legal Description
Exhibit" A"
Parcel 1- E-3
(Reuse Plan Disposition Site 1)
said parallelline SouQ149019'54" East 338.24 feet to a line that is parallel with and
2 distant 30.00 feet northwesterly from said control line "e"; thence along said parallel
3 line South 40040'06" West 123.89 feet to the True Point Of Beginning
4
5
6 Containing 43,597 Square Feet or 1 ,00 Acres
7
8
9 As shown on Exhibit HB" attached hereto and by this reference made a part hereof.
10
12
13 I Prepared under my supervision
14
15 ~_At:~ c:.~
16 Walter A. Sheek P.L.S.4838
~wz:..
Date
11
17
18
19
20
21
22
23
24
25
Page 3 of3
F:\Surve)'5\2tur.Otn200\repOlts\RcIi1lI11bered l'arccls\legal.parcell.E-3.doc 4/27/02 \228 I'M
EXHIBIT 8
SANTA FE
RD.
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SOUTHWESTERLY rrl -.,.,
P.M,8. 64/39 ..-::::.,
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SCALE: 1'=100'
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S49"19'54"E 34.3,08'
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(RAD)
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ro PARCEL IV-J-1 '" -"':1
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b NOT A PART m <'! CD
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> Length ...
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VALENCIA
RD.
;,.
to
S4 g'ZO'07'E ~1400 04'
::..JQt)2.J~ ..I..=l~ ~ 49' _
6~5'3()'U.'" ..
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"101.77';;';' 60;04'14- 1,5"
S4S49'J:S"" -J.::lo3,J;i4
<t. . R=14001o4'
. POINT "E"!
CONTROL LINE "An : --L.QLP-::
-1?/43 ~D-=-
: LOAT~ :-5 '~'G'z._
POINT "e"
7(")
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~ner
. Ave.
OESCRIP1ION: PARCEL 1-[-3 (REUs( PLAN Dl5POSl'llON SITE \)
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MCAS- TUSTIN
SHEET 1 OF 1
PSOMAS
JI!1hdHill~
~1t1SG
Cauc hil, ClIl2S2'
(11<)151-111.1 r"'111l)s<;"'8c
SCALE '''-100'
DRAFTED RAT
CHECKED LS
DA 1E APRil, 2002
JOIl
NUMBER 211)5010200
'"
I
i
I
IPSOMAS
Legal Description
Exhibit "A"
ParcelI-E-4
(Portion of Reuse Plan Disposition Site 1)
In the City of Tustin, County of Orange, State of California, being that portion of Block 10
2 of Irvine's Subdivision as shown on the map filed in Book 1, Page 88 of Miscellaneous
3 Record Maps, and as shown on a map filed in Book 165, Pages 31 through 39 inclusIve of
4 Records of Survey, both of the records of said County, described as follows:
5
6 Parcel I-E-4
7
8 Beginning at the intersection of the centerline of Red Hill A venue with the centerline of
9 Valencia A venue as shown on said Record of Survey, the centerline of Red Hill A venue
10 having a bearing of South 40037'39" East between Valencia Avenue and Warner A venue;
-11 thence South 49020'07" East 103.05 feet; thence South 40039'53" West 52.00 feet to the
12 True Point of Beginning; thence South 49020'07" East 3.18 feet to the beginning of a
13 curve concave southwesterly having a radius of 1348.04 feet; thence southeasterly along
14 said curve 45.04 feet through a central angle of 1054'51" to the beginning of a compound
15 curve concave southwesterly having a radius of 42.00 feet, a radial line to said beginning
16 bears North 42a34'44" East; thence southeasterly along said curve 11.95 feet through a
17 central angle of 16018'19"; thence South 31006'57" East 31.73 feet to the beginning of a
18 curve concave northeasterly having a radius of 58.00 feet; thence southeasterly along said
19 curve 12.87 feet through a central angle of 12042'56"; thence South 43049'53" East 61.09
20 feet to the beginning of a curve concave northeasterly having a radius of 58.00 feet; thence
21 southeasterly along said curve 14.33 feet through a central angle of 14009'14"; thence
22 South 5]059'07" East 36.66 feet to the beginning of a curve concave southwesterly having
23 a radius of 42.00 feet, thence southeasterly along said curve 10.38 feet through a central
24 I angle of 14009'17"; thence South 43049'50" East 9.46 feet to the beginning of a curve
Page 1 of2
F;\')urveysI2tusO I 0200\rc[lortsllegnl- Pnrce I_I. E-4 .doc
4/26/022:06 PM
PS OMAS
Legal Description
Exhibit "A"
Parcel 1- E-4
(Portion of Reuse Plan Disposition Site 1)
concave northeasterly having a radius of 1452.04 feet; thence southeasterly along said
2 curve 64.40 feet through a central angle of 2032'29"; thence South 02051'08" East 23.41
3 feet; thence South 47019'39" East 11.70 feet; thence South 40029'44" West 47.00 feet;
4 ! thence North 49a19'54" West 351.89 feet to a point on a line parallel with and distant
5 77.00 feet southeasterly from the centerline of said Red Hill Avenue; thence along said
6 parallel line North 40037'39" East 59.07 feet to a point lying South 85038'32" West 36.79
7 feet from the True Point of Beginning; thence leaving said parallel line
8 North 85038'32" East 36.79 feet to the True Point of Beginning.
9
10 Containing 24,672 square feet or 0.57 acres; more or less.
11
12
13 As shown on Exhibit "B" attached hereto and by this reference made a part hereof.
14
15 prepared under my supervision
16
17 t:-tJlj~ C 4",3r_
18 Walter A. Sheek P.L.S.4838
;,1''f1t.....< 'U!t>'z"
.
, Date
19
20
21
22
Revised April 17. 2002
Page 2 of2
F: \8 urveys\2tusO I 0200\reports\legal.l'arce U - E.4, doe
4/26/022:06 PM
SANTA FE ROAD
+
LI
~
EXHIBIT B
Oy~.
ns 07.-"-JO-1-5
VALENCIA AVE.
1
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77'
~
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PARCEL I-E-4
47,00'
0.57 "'C.
N49'19'54"W 351.89'
NOT A PART
@
C1
C2
03
04
C5
C6
C7
C8
,m
'10
I..
.,.
~
9
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n.....JJDJ
~
WARNER AVE.
DESCRIPTION: Pare'" 1-(-4 (Porllcn of Reu.. Pion Dllpollllan Sit. 1l
MCAS- TUSTIN
-J-JBO/-J2
-J8-6J8-J~30
LOT 78
LOT 83
cd
U)
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,
,
1
t
DAn
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----
[(
~
~
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5.0 100
I
SCALE, 1.~100'
SHeEr 1 OF 1
PSOMAS
3111..liIIAIlWIdI
!oIlo2S0
Cell. \ltrJ:, C\ imt
(}HJ 15'~1Jn Fax{71~5454863
SCALE 1....100.
ORAFfEP RAT
CH EeKED LS
01\ TE APR1~, 2002
Joe
NU.\eER 2TUSO\0200
EXHIBIT B
Utility Distribution Systems that may be constructed on the SOCCCD
Property ("Utility Systems") as follows:
Electrical, gas, telephone and cable television systems, including distribution lines, pad
mounted and overhead distribution poles and/or transformers, and all conduits and duct banks
from outlet or master meters or connection points or end usage points on the SOCCCD Property;
water, sewer, and storm drain systems (including culvert ditches), including distribution lines
and pipelines from outlet or master meters or connection points to end usage points on the
SOCCCD Property.
03-93762.1/1
EXHIBIT C
SOCCCD PROPERTY
~t==;=r ,eL/JIt!:::
..--- -
03-93762.1/1