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HomeMy WebLinkAbout11 T LEGACY 10 & 11 06-02-03 Agenda Item Reviewed: AGENDA REPORT City Manager Finance Director MEETING DATE' June 2, 2003 TO: FROM: SUBJECT: SUMMARY WILLIAM A. HUSTON, CITY MANAGER REDEVELOPMENT AGENCY STAFF EXCLUSIVE AGREEMENT TO NEGOTIATE WITH VESTAR DEVELOPMENT II, LLC FOR THE TUSTIN LEGACY RETAIL SITE (PARCELS 10 AND 11) I Approval is requested of an Exclusive Agreement to Negotiate with Vestar Development II, LLC for the disposition and development of the Tustin Legacy Retail Site (Parcels 10 and 11). RECOMMENDATION It is recommended the City Council authorize the City Manager's execution of the attached Exclusive Agreement to Negotiate (ENA) between the City of Tustin and the Developer, Vestar Development II, LLC, subject to approval of the City's special real estate counsel Gilchrist & Rutter. FISCAL IMPACT Vestar Development II, LLC are required to deposit $100,000 good faith with execution of the ENA. The intent of the negotiating period is to draft a Disposition and Development Agreement (DDA) for the City Council's consideration. There may be direct financial impacts from the eventual development of the property including receipt of revenues from property taxes and a cost of providing services. Fiscal Impacts will be evaluated as part of the negotiation process. BACKGROUND The Tustin City Council on April 7, 2003 conditionally selected Vestar Development II, LLC as the developer of the Tustin Legacy Retail Site (MCAS Tustin Reuse Plan Disposition Parcels 10 & 11) and directed staff to prepare an Exclusive Negotiation William A. Huston Vestar Development II, LLC June 2, 2003 Page 2 Agreement for the disposition and development of the site which addresses some of the general principles, terms and issues needing clarification. After discussions with the Developer, specific general principles, terms and response to issues have been addressed in the attached ENA. The exclusive negotiation period is for one hundred and twenty (120) days from the date the ENA is executed by all parties. Provisions for extension of the negotiating period are provided in the ENA. Christine A. Shingle~'n, Assistant City Manager Attachment EXCLUSIVE NEGOTIATION AGREEMENT (PARCELS 10 and 11) THIS EXCLUSIVE NEGOTIATION AGREEMENT ("Agreement") is entered into as of June [ ], 2003 ("Effective Date") by and between THE CITY OF TUSTIN (the "City") and VESTAR DEVELOPMENT II, LLC, an Arizona limited liability company (the "Developer") with respect to certain land referred to herein as "Parcels 10 and 11". The City and the Developer (collectively referred to herein as the "Parties") hereby agree as follows: 1.0 Introduction. 1.1 Pursuant to the Defense Base Closure and Realignment Act of 1990 (Part A of Title XXIX of Public Law 101-510; 10 U.S.C. Section 2687 Note), as amended, the federal govermnent determined to close the Marine Corps Air Station-Tustin ("MCAS Tustin") located substantially in the City of Tustin. In 1992, the City was designated as the Lead Agency or Local Redevelopment Authority for preparation of a reuse plan for MCAS Tustin in order to facilitate the closure of MCAS Tustin and its reuse in furtherance of the economic development of the City and surrounding region. The MCAS Tustin Reuse Plan developed in accordance with this procedure was adopted by the City Council of the City of Tustin (the "City Council") on October 17, 1996 and amended in September 1998 (the "Reuse Plan"). 1.2 A Final Joint Environmental Impact Statement/Environmental Impact Report for the Disposal and Reuse of MCAS Tustin (the "Final EIS/EIR") and Mitigation Monitoring and Reporting Program for the Final EIS/EIR were adopted by the City on January 16, 2001. In March 2001, a record of decision was issued by the Department of the Navy (the "Navy") approving the Final EIS/EIR and the Reuse Plan. 1.3 In May 2002, the Navy approved an Economic Development Conveyance of certain property at MCAS Tustin and agreed to convey 1153 acres of MCAS Tustin to the City. On May 13, 2002, a total of 977 acres, including Parcel 10 and a significant portion of Parcel 11 which are the subject of this Agreement, were conveyed by the Navy to the City by quitclaim deed, in accordance with the provisions of that certain Memorandum of Agreement by and between The United States of America (through the Secretary of the Army or designee) and the City dated May 13, 2002. Additional acreage, including the portion of Parcel 11 not granted to the City in fee, is currently under ground lease by the City from the Navy. The portion of MCAS Tustin located within the City of Tustin and acquired by the City pursuant to quitclaim deed or ground lease from the Navy is referred to herein as "Tustin Legacy". 1.4 On February 3, 2003 the City adopted an ordinance approving the MCAS Tustin Specific Plan (the "Specific Plan") setting forth the zoning and entitlement framework for future development of Tustin Legacy. The Specific Plan conforms to and implements the Reuse Plan. 1.5 The City desires to effectuate development of Tustin Legacy through the sale and/or ground lease, as further described below, and development of such property in accordance with applicable federal, state and local requirements. Tustin Legacy shall be developed in accordance with all City requirements, including implementing redevelopment plans, the Reuse Plan, the City's General Plan and the Specific Plan. [AEF:ab/91182_2/052103/4182.005] Page 1 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) 1.6 In October 2002, the City issued that certain "Request For Proposals Commercial Retail/Development Planning Areas 17 and 19 Tustin Legacy" ("RFP") seeking a developer for portions of Parcels 10 and 11, constituting a portion of Tustin Legacy. The Developer responded to the RFP with a submittal dated December 19, 2002 and an errata response to the City's questions with respect to that response dated March 31, 2003 (collectively, "Developer's Proposal"). 1.7 On April 7, 2003, the City Council conditionally selected the Developer for the development of the Project (defined in Section 2.1) and directed staff to prepare an Exclusive Negotiation Agreement for the disposition and development of the Site. On [June 2, 2003], the City Council authorized the execution of this Agreement by the City and agreed to negotiate exclusively with the Developer on the terms set forth herein. 1.8 The Parties desire, for the period set forth herein, to negotiate diligently and in good faith the terms and conditions of a disposition and development agreement ("DDA") with respect to the following land (with the exclusions set forth below, the "Property"): Parcel 10 and Parcel 11 as referred to in the Specific Plan and as shown on the Site Map attached as Exhibit "A" and in the Navy transfer documents as "Parcels I-C-l, III-C-3 and III-C-5", more fully described on Exhibit "B" attached, but excluding therefrom (a) those portions of Parcels 10 and 11 to be retained by the City in fee as right of way for Tustin Ranch Road, the South Loop Road, Barranca Parkway and Warner Avenue as required by the RFP and the Specific Plan and (b) such easements and other interests in property, if any, required by the City and/or utility purveyors for the provision of public infrastructure or for other Tustin Legacy infrastructure purposes, including storm drains, lighting, gas, telecommunications systems, electrical, sewer and potable and reclaimed water. The DDA, if agreed upon and executed, will specify the rights, obligations and method of participation of the Parties with respect to the sale by the City to the Developer of the portions of the Property subject to the FOST and the ground lease by the City to the Developer of the portions of the Property subject to the LIFOC (collectively, the "Property Transfer") and development of the Property by the Developer. 2.0 Agreement to Negotiate. 2.1 For a period of one hundred twenty (120) days from the Effective Date, unless extended in writing or earlier terminated by mutual agreement in accordance with the provisions of this Agreement, the Parties agree to negotiate diligently with the intent of agreeing upon and entering into a DDA governing the Property Transfer and the development on the Property by the Developer of a high quality, "Class A" retail project containing both "big box" and "lifestyle" components, consisting of approximately 695,000 square feet of building area (with an approximate floor area ratio of .0278) and approximately 3,475 parking spaces and including a complete set of accompanying high quality amenities, to function as the centerpiece and leading retail/entertainment element within Tustin Legacy (the "Project"). 2.2 This Agreement is solely an exclusive right to negotiate and is not a final agreement. The Parties do not intend this Agreement to be a purchase agreement, option or similar contract or to be bound in any way by this Agreement, other than to establish a period of exclusive negotiations during which time each Party shall negotiate with the other in good faith, [AEF:ab/91182_2/052103/4182.005] Page 2 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) the City shall not market the Property to other interested parties and the Developer shall be bound not to withdraw any offer made by it pursuant to Section 4.2.5. 2.3 The Parties acknowledge that the Developer's ProPosal does not establish the essential terms of the transaction and that although they have set forth below a framework for negotiation of the essential terms of the transaction which includes a minimtan purchase price for the Property: (a) they have not set forth herein nor agreed upon all essential terms of the transaction, (b) they do not intend the Developer's Proposal or this Agreement to be a statement of all of the essential terms of a transaction, and (c) the essential terms of the transaction, if agreed to by the Parties shall be set forth, if at all, in the DDA approved and executed by authorized representatives of each of the Parties. 2.4 Execution of this Agreement is not intended to confer any third party beneficiary rights in or create any liability on the part of either Party to any third parties. 2.5 The DDA shall not exist and shall not be binding unless and until it is fully executed by both Parties, approved by counsel to each Party as to form and approved by the City Council of the City and by the authorized members or managing member of the Developer. 2.6 Each Party assumes the risk that, notwithstanding this Agreement and good faith negotiations, the Parties may not enter into a DDA due to the Parties' failure to agree upon essential terms of the transaction. 3.0 The Developer's Representations and Warranties. 3.1 The Developer represents that it has the necessary expertise, experience and financial capability to undertake development of the Project contemplated herein. 3.2 The Developer represents and agrees that its intended acquisition of the Property and its other intended undertakings pursuant to this Agreement shall be used for the timely development of the Property only and not for speculation in land holding. 3.3 The Developer represents that it is experienced in development of retail shopping centers of the size and type described in this Agreement and understands the process and requirements associated with projects such as the Project described herein. 3.4 The Developer represents and agrees that prior to issuance of a certificate of occupancy for the Project, the DDA shall include certain restrictions upon assignment, sale and encumbrance of the Project and the Property without approval of the City, which shall include restrictions on transfer of control of the Developer. 4.0 Negotiations. 4.1 Good Faith Negotiations. The City will prepare the first draft of the DDA and submit it to the Developer for review and comment. The City and the Developer agree for the period set forth in Section 4.2 to exclusively negotiate with one another diligently and in good faith to prepare a final DDA and related documents to be entered into between the City and the Developer with respect to the Property Transfer and development of the Property. [AEF:ab/91182_2/052103/4182.005] Page 3 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) 4.2 Period of Negotiations. 4.2.1 If on the 120th day following the Effective Date (or within any extension of time approved by the City and the Developer in accordance with the terms of this Section 4.2.), the Developer has not signed and submitted a DDA in form and substance approved by the Assistant City Manager, then this Agreement shall automatically terminate. On or before the date that is five business days prior to expiration of this Agreement, the Developer may request in writing from the City an extension of the 120-day exclusive negotiation period for an additional 30 day period. Upon receipt of such written request, the City will determine whether in its sole judgment reasonable and sufficient progress has been made toward fulfillment of the requirements of this Agreement, and if it so determines, may grant the requested extension to the Developer, with such extension granted in writing. The exclusive negotiation period may be extended by mutual agreement of the Developer and the City for up to two (2) additional periods of thirty (30) days each. During the initial term of this Agreement and any extensions thereof, the Developer and the City shall each negotiate diligently and in good faith with each other to achieve a DDA. 4.2.2 Notwithstanding the period of exclusivity set forth in Section 4.2.1, it is the intent of the Parties to negotiate and prepare definitive documentation reflecting the transaction for execution and delivery on or before the date that is 120 days following the Effective Date. Thus, unless otherwise extended in writing by the Parties, this Agreement shall automatically terminate at the end of the period set forth in Section 4.2.1, and except as specifically set forth in Sections 4.3, 4.4, 9.1 and 9.2 of this Agreement, no Party shall have any liability hereunder following termination of this Agreement. 4.2.3 The City hereby delegates to the Assistant City Manager the authority to grant the extensions specified in Section 4.2.1 upon determination by the Assistant City Manager in her sole and absolute discretion that the Developer has negotiated diligently and in good faith and that reasonable and sufficient progress has been made toward fulfillment of the requirements of this Agreement. No such extension of time shall be effective unless it is in writing. 4.2.4 Notwithstanding the 120 day period of exclusive negotiations established by this Agreement, if the Parties should fail to make substantial progress toward completing documentation by the date which is 90 days following the Effective Date, then either Party may terminate this Agreement at any time thereafter upon three (3) days written notice to the other Party. 4.2.5 Upon agreement by the Developer and City staff to a form of DDA acceptable to each, the Developer shall execute said form of DDA and said DDA shall constitute an offer by the Developer to close escrow for the Property Transfer and develop the Property upon the terms and conditions set forth therein. The Developer acknowledges that any DDA shall require approval of the City Council and hereby agrees that upon submittal by the Developer to the City of its fully executed DDA, the Developer shall not withdraw such offer for a period of sixty (60) days following submittal of the executed DDA to the City during which period the City shall (a) determine whether it desires to enter into such DDA, and (b) if it does so desire, take all actions necessary to authorize the execution of and execute the DDA. If the City [AEF:ab/91182_2/052103/4182.005] Page 4 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) has not considered the DDA by such 60th day, this Agreement shall automatically terminate and the ENA Deposit shall be allocated in accordance with Section 4.3.2. 4.3 Deposit and Costs. 4.3.1 Prior to the execution of this Agreement by the City, the Developer has paid to the City a deposit in the sum of one hundred thousand dollars ($100,000) ("ENA Deposit") in the form of cash or a certified cashier's check. 4.3.2 From and after the Effective Date, the ENA Deposit may be used by the City to pay the City's costs incurred in connection with the drafting, negotiation, execution, implementation and/or termination of this Agreement and the drafting, negotiation, execution and implementation of the DDA including the City's title and survey costs incurred with respect to the Property and all third party fees and costs incurred for legal counsel, financial and other consultants, engineering and otherwise ("City Transaction Expenses"). Determination of costs, expenses and fees constituting City Transaction Expenses will be made by the City in its sole discretion and the Developer shall upon request be entitled to receive summary notices from the City setting forth amounts constituting City Transaction Expenses to be retained by the City. In the event that this Agreement terminates by its terms or is terminated by any Party without a DDA being executed by the Parties, then, subject to Section 4.3.4, the ENA Deposit will become non-refundable as and to the extent necessary to pay City Transaction Expenses incurred with respect to costs or services performed by or on behalf of the City through the termination date of this Agreement. 4.3.3 If a DDA is executed, the City shall be entitled to retain the full amount of the ENA Deposit and shall apply or credit the Developer the full amount of the ENA Deposit at the time of the close of escrow for the Property Transfer (the "Closing") toward the base purchase price of the Property, notwithstanding any deduction by the City for City Transaction Expenses. Other than as set forth in this Section 4.3, all fees and costs incurred by either Party which are associated with negotiating (a)this Agreement and all matters relating to the transaction contemplated hereby and (b) any future documents or other agreement(s) between the Parties, shall be born by the Party incurring same and neither Party shall have any further liability to the other except as may specifically be set forth in the documents executed by the Parties. 4.3.4 The Developer may terminate this Agreement in the event that during the course of the investigations and evaluation of the Property and the Project, it determines in good faith that the Project is not feasible or financeable. In such event, the City shall return to the Developer any portion of the ENA Deposit that is not applied by the City to defray City Transaction Expenses, unless a court of competent jurisdiction determines in a final decision that the Developer has not negotiated in good faith hereunder and has not materially complied with the terms of this Agreement, in which event the City shall be entitled to retain the entire ENA Deposit as liquidated damages, regardless of whether or not it has incurred City Transaction Expenses equal to the full amount thereof. In connection with the foregoing, the Parties acknowledge and agree that it would be extremely difficult and impracticable, if not impossible, to ascertain with any degree of certainty prior to signing this Agreement the amount of damages which would be suffered by the City in the event of Developer's breach of this Agreement or of [AEF:ab/91182_2/052103/4182.005] Page 5 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) its obligation to negotiate in good faith and agree that the ENA Deposit shall represent the Parties' reasonable estimate of damages suffered by the City in such event. 4.3.5 The Developer acknowledges that the DDA shall require, in addition to the ENA Deposit, supplemental deposits from the Developer as security for the performance by the Developer of its obligations under the DDA as follows (the "DDA Deposits"): $100,000 upon execution of the DDA by the Developer and the City (the "Initial DDA Deposit") which amount shall be paid by the Developer to the City within three (3) days following the City's execution of the DDA and an additional $200,000 payable by the Developer upon the termination of the due diligence period established in the DDA (the "Final DDA Deposit") which amount shall be deposited into an escrow to be opened by the parties at First American Title. From the effective date of the DDA until the termination of the due diligence period under the DDA, the Initial DDA Deposit may be used by the Developer to defray the Developer's costs incurred in connection with its evaluation of the condition of the Property and the feasibility of the Project, including the title and survey costs incurred by it with respect to the Property and all third party fees and costs incurred for legal counsel, financial and other consultants, engineering and otherwise ("Developer Transaction Expenses"). Developer shall submit summary notices to the City setting forth amounts constituting Developer TranSaction Expenses and the City shall reimburse such amounts to the Developer, in an amount not to exceed in total the Initial DDA Deposit; provided, however, that in the event of a breach by the Developer of the DDA, the City shall have no obligation to make such reimbursement and shall be entitled to retain the ENA Deposit and the DDA Deposits as liquidated damages. 4.3.6 Upon the termination of the due diligence period, the City shall place in escrow the remainder of the Initial Supplemental Deposit, if any, after deducting therefrom the Developer Transaction Expenses, and the Developer shall place in escrow the Final Supplemental Deposit and the actual amount of the Supplemental Deposits so placed in escrow (which shall in no event be less than $200,000) shall be credited against the base purchase price, paid to the City as liquidated damages in the event of failure to Close the Property Transfer due to default by the Developer under the DDA or otherwise disbursed in accordance with the terms of the DDA. Amounts paid by the City to the Developer for Developer Transaction Expenses shall not be credited against the base purchase price. 4.3.7 The Parties currently anticipate that the DDA shall require the Developer to assume certain property maintenance costs of Parcels 10 and 11 prior to the Closing as will be specified in the DDA. 4.4 Exclusivit3'. During the period of exclusive negotiation set forth in Sections 2.1 and 4.2.1, as the same may be extended by the City in its sole discretion, the City covenants and agrees to negotiate exclusively with the Developer and shall not solicit another party for the Project or enter into any agreement with any non-governmental entity other than the Developer regarding the development of the Property or any portion thereof, except to the extent required in connection with the City's evaluation and provision of Tustin Legacy Backbone Infrastructure and master plan infrastructure associated with the remainder of Tustin Legacy. In the event a court of competent jurisdiction determines in a final decision that the City has breached this exclusivity covenant, and provided a DDA has not been entered into pursuant to this Agreement, [AEF:ab/91182_2/052103/4182.005] Page 6 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) the Developer shall, as its sole remedy hereunder, be entitled to the return of the entirety of the ENA Deposit. 4.5 Due Diligence. 4.5.1 Inspection; License. The City hereby grants to the Developer and its representatives and agents a revocable license during the term of this Agreement to enter upon Parcels 10 and 11 for purposes of conducting the Developer's due diligence inspection, provided that prior to such access the Developer shall: (a)deliver to the City written evidence that the Developer has procured the insurance required under Section 4.5.2; (b) give the City twenty-four (24) hours telephonic or written notice of any intended access which involves work on Parcels 10 and 11 or may result in any impairment of the use of Parcels 10 and 11 or any adjacent portion of Tustin Legacy by any current occupants or contractors; (c)access Parcels 10 and 11 in a safe manner; (d) conduct no invasive testing or boring without the written consent of the City in its sole discretion; (e) allow no dangerous or hazardous condition created by the Developer or the Developer's agents; (f) comply with all laws and obtain all permits required in connection with such access; and (g) conduct inspections and testing, subject to the rights of existing occupants and contractors, if any, and only after obtaining the City's consent, which shall not be unreasonably withheld. The limited license granted herein is revocable by the City and may be revoked during the continuation of any breach of this Agreement by the Developer and shall be automatically revoked and terminated, without further action of the City, upon the termination of this Agreement or any period of exclusive negotiation hereunder. 4.5.2 Insurance. The Developer shall obtain at Developer's sole cost and expense prior to commencement of any investigative activities on Parcels 10 and 11, a policy of commercial general liability insurance covering any and all liability of the Developer and its contractors and consultants arising out of any investigative activities and listing the City as an additional insured thereunder, in an amount and provided by a carrier reasonably approved by the City. Such policy of insurance shall be kept and maintained in force during the term of this Agreement and so long thereafter as necessary to cover any claims of damages suffered by persons or property resulting from any acts or omissions of the Developer, the Developer's employees, agents, contractors, suppliers, consultants or other related parties. 4.5.3 Indemnity. The Developer hereby agrees to protect, indemnify, defend and hold the City and its elected officials, employees, agents, representatives, consultants and contractors free and harmless from and against any and all claims, costs, expenses, losses, damages, liabilities, fees, fines and penalties resulting from the Developer's access to Parcels 10 and 11 or its exercise of its rights under this license, including any inspections, surveys, tests or studies performed by the Developer or its employees, consultants or contractors, save and except to the extent such claims result from the gross negligence or willful misconduct of the City or its agents, employees or representatives. The Developer shall keep Parcels 10 and 11 free and clear of mechanics' liens and materialmen's liens related to the Developer's inspection of Parcels 10 and 11. The indemnification by the Developer set forth in this Section 4.5.3 shall survive the termination of this Agreement, the execution of the DDA and the Closing and transfer to the Developer of the Property and shall not merge into any deed granted pursuant to the DDA. [AEF:ab/91182_2/052103/4182.005] Page 7 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) 5.0 Proposed Development Concept. 5.1 Compliance with Laws. The proposed Project to be negotiated hereunder shall include the development and use of the Property in a manner consistent with the MCAS Tustin Reuse Plan, the City's General Plan and the Specific Plan and complying with all federal, state, regional and local laws, statutes, ordinances, rules and regulations. 5.2 Terms of Negotiations. The Parties agree that it is their intent, upon entry into this Agreement, to negotiate a DDA addressing, among other things, the following: (a) Acquisition by the Developer of the Property from the City, including the terms and conditions of the Property Transfer, such as manner of conveyance, the conditions precedent to conveyance, the legal description of the portions of Parcels 10 and 11 to be conveyed to the Developer and of that to be retained in fee or easement by the City for the purposes identified in Section 1.8, and the amount of the purchase price; (b) Determination of the base purchase price to be paid by the Developer to the City at the Closing for the Property, which shall not be less than a base purchase price amount of Twenty One Million Forty Three Thousand Dollars ($21,043,000); (c) Participation by the City in the Project's cash flow in the form of a 25% share in percentage rents for the Project (as the same shall be defined by agreement of the Parties); (d) In addition to the base purchase price and the participation rights of the City, the Developer has agreed to contribute the amount of One Million Eighty Two Thousand Dollars ($1,082,000) to the City for use by the City in connection with the planning, design and construction of a new Tustin Branch Library. This contribution shall be documented in a separate agreement to be entered into by the Developer at the time of execution of the DDA. The Developer shall make the library contribution at the time of issuance of the first certificate of occupancy for tenanted space at the Project. The library contribution shall be paid in cash and shall not be financed through an assessment or community facilities district. (e) Provision of a due diligence period of 45 days to the Developer following the execution of the DDA following which date all Property condition, title and survey contingencies shall terminate and the Supplemental Deposits shall become "hard"; (f) Establishment of a date for the Closing of the Property Transfer, which is anticipated to be August 2, 2004, and a list of contingencies to Closing, which shall be limited with respect to entitlements to approval by the City of agreed-upon entitlements (anticipated to consist of a tentative subdivision map, concept plan and design review approvals) and expiration of all relevant periods for appeal with respect to the listed entitlements. The Closing and the Property Transfer shall not be subject to any leasing or financing contingency whatsoever and shall not be conditioned upon Developer obtaining grading or building permits; and (g) Establishment of (i) pre- and post-Closing requirements for development by the Developer of the Project, Project infrastructure and required MCAS Tustin Backbone Infrastructure in accordance with a scope of development and schedule of performance to be [AEF:ab/91182_2/052103/4182.005] Page 8 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) approved by the Parties and attached to the DDA and (ii) City design review and approval and bonding requirements with respect to the foregoing. 5.3 Design and Construction. Subject to the provisions of Section 5.6, the Developer shall design and construct the Project and all required Project infrastructure and MCAS Tustin Backbone Infrastructure at its own cost and expense in accordance with (a) a scope of development and a schedule of performance to be negotiated as part of the DDA, (b) plans and specifications prepared by the Developer and approved by the City in accordance with such schedule of performance and (c) all federal, state, regional and local laws, statutes, ordinances, rules and regulations and all requirements and regulations of the City including applicable zoning. 5.4 Project QualiW. The Developer has agreed that the Project as constructed will be developed in accordance with the Project description set forth in Section 2.1 of this Agreement. In addition, the Project design quality shall be excellent, exceeding all other commercial retail development within the City of Tustin, as determined by the City in its reasonable discretion. The standards of quality of materials, construction and amenities for the Project shall be equivalent or compare favorably with quality of materials, construction and amenities at the Desert Ridge Marketplace (Phoenix, Arizona) project previously constructed by the Developer. The foregoing quality standards will include lush landscaping, appropriate front, rear and side architectural building features and roof top screening of equipment including upgraded exterior building materials on buildings visible to the public from the Property, Tustin Ranch Road, the South Loop Road, Barranca Parkway and Jamboree Road, and inclusion of a water feature on the Property adjacent to the Barranca Parkway/Jamboree Road intersection similar to that depicted in the Developer's Proposal or otherwise acceptable to the City in its reasonable discretion. The expression of such quality for the Project shall be true to the distinctive and unique elements of Tustin and Tustin Legacy as described in the Developer's Proposal and as may be further developed by the Parties and approved by the City. In connection with the foregoing, the City acknowledges that the Project shall be different in architectural theme from the Desert Ridge Marketplace property described above and therefore may utilize different materials and amenities than those at Desert Ridge Marketplace. 5.5 Backbone Infrastructure. In connection with its development of the Property, the Developer shall be required to pay for the fair share of the off-site MCAS Tustin back-bone infrastructure program ("MCAS Tustin Backbone Infrastructure") attributable to the Property ("Project Fair Share Contribution"). The Project Fair Share Contribution for the Property is currently estimated at $22.8 million, with costs to be adjusted at building permit stage based upon then current costs estimates for design and construction of the MCAS Tustin Backbone Infrastructure and changes, if any, in the construction cost index for the Los Angeles/Anaheim/Riverside area. 5.6 Infrastructure Requirements. 5.6.1 Backbone Infrastructure. The Developer acknowledges and agrees that in connection with its construction of the Project it will be responsible for design and construction of certain MCAS Tustin Backbone Infrastructure improvements designated by the City as reasonably necessary to support development of the Project or the remainder of Tustin Legacy. [AEF:ab/91182_2/052103/4182.005] Page 9 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) Developer shall be reimbursed by the City in a manner and at a time to be agreed by the City and the Developer in the DDA, for MCAS Tustin Backbone Infrastructure construction costs actually incurred by the Developer and approved by the City and exceeding the Project Fair Share Contribution. MCAS Tustin Backbone Infrastructure Improvements for which the Developer will be responsible for design and construction will include the following: (a) the full north side widening and improvement to Barranca Parkway between Jamboree Road and the future Tustin Ranch Road, including right-of-way and intersection enhancements to the intersection of Barranca Parkway and Jamboree Road required in the Final EIS/EIR; (b) the full width improvement of Tustin Ranch Road from Barranca Parkway to the South Loop Road including intersection improvements at Tustin Ranch Road/Von Karmon and Barranca Parkway; (c) the full width improvement of the South Loop Road from Tustin Ranch Road easterly to a new extension of Warner Avenue including intersection improvements to the intersection of the South Loop Road and Tustin Ranch Road and the intersection of the South Loop Road and Warner Avenue; and (d) the full width improvement of Warner Avenue from its current terminus west of Jamboree Road to the future South Loop Road. Full width improvements include all master planned systems including streets, lighting, water, gas, storm drainage, telephone, electricity, sewage and reclaimed water, and any necessary telecommunication systems. Storm drain improvements will also include construction of the San Joaquin storm drain along the easterly portion of Parcel 11 which would then be dedicated to the City as an easement, with landscaping, surface parking and loading areas permitted within the easement. 5.6.2 Parcel 9. The Developer also acknowledges and agrees that it will be responsible for funding and construction of the following improvements adjacent to the Army Reserve property (Parcel 9 in the MCAS Tustin Specific Plan): (a) within the required right-of-way dedication area of Barranca Parkway, the relocation of Army Reserve signage currently located in the right-of-way area, its flagpole, associated electrical service, and curbs and gutters, including replacement of existing curb cuts to the Barranca Parkway right-of-way; (b) provision of ingress and egress to the Army Reserve property from the future Tustin Ranch Road between Barranca Parkway and the northerly boundary of the Army Reserve property; and (c) landscaping improvement of any additional setback area from the right-of- way of Tustin Ranch Road to the westerly boundary of the Army Reserve property. 5.7 School Fees. The Developer acknowledges that the Property is subject to imposition of developer school impact fees by the Tustin Unified School District and may be [AEF:ab/91182_2/052103/4182.005] Page 10 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) subject to a future community facilities district for financing of school facilities to benefit the Tustin Unified School District pursuant to an agreement between the City and the Tustin Unified School District regarding the transfer of school sites at Tustin Legacy. 5.8 Entitlements. The Developer shall prepare and process applications for and obtain from the City and other federal, state, regional and local jurisdictions, all applicable land use, planning and zoning approvals for the proposed development with the support of the City. These entitlements and the Project shall be consistent with the Reuse Plan and the Specific Plan and any final revisions approved by the City Council. 5.9 Financing Terms. Funding of all Project costs shall be the responsibility of the Developer. The Developer acknowledges and agrees that implementation of the Project will occur without the need for any expenditure by or loan from the City to the Developer and that the Closing shall be subject to no financing or leasing contingencies whatsoever. 6.0 Developer's Responsibilities. 6.1 Status Reports. The Developer agrees to make bi-weekly oral and/or written reports advising City staff of all matters and studies being made, including the Developer's progress in analyzing the feasibility of the Project as may be requested by City staff. 6.2 Development Team. The Developer shall, within fifteen (15) days following the Effective Date, submit in writing to the City full disclosure of the names of the Developer's agents, authorized negotiators, professional employees or other associates of the Developer who may be participants in development of the Project and other relevant information concerning the above, such as addresses, telephone numbers, employers. The Developer shall also designate and submit in writing to the City the names of all the Developer's lead negotiators who shall have authority to make decisions on behalf of the Developer. 6.3 Financial Status. The Developer shall continue to be responsible for demonstrating to the City the financial capacity and capability to perform its obligations under this Agreement and the proposed DDA. The Developer shall submit any additional financial information of the Developer, Kimco and of its key principal or principals as requested by the City within thirty (30) days following the Effective Date and thereafter upon request of the City. The Developer shall identify with specificity the documents which the Developer wants the City to maintain as confidential documents and a statement as to why the request is consistent and complies with the provisions of the Public Records Act of the State of California. If confidentiality is requested and if nondisclosure under the Public Records Act is allowed, the documents shall be delivered to and maintained by the City and copies shall not be disseminated. The City's agents, negotiators and consultants may review the statements as necessary as long as such parties agree to maintain the confidentiality of such statements. 6.4 Equi .ty Agreement. Within 90 days following the Effective Date, the Developer shall provide the City with a copy of the partnership/operating agreement between the Developer and Kimco Realty, the Developer's equity partner in the Project, specifically related to development of the Property with the Project and setting forth all conditions of Kimco to funding of its equity contribution to the Project. [AEF:ab/91182_2/052103/4182.005] Page 11 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) 6.5 Assignment. If the Developer determines to joint venture or partner development of the Property or if the Developer determines to form a new legal entity to develop the Property, the Developer shall promptly inform the City of such determination and submit to the City the most recent audited (or if none exist, unaudited) financial statements of the entity and the proposed partners, members and participants as applicable, together with the financial statements of its key principals. The assignment of the Developer's rights under this Agreement to any new entity, partnership or joint venture may be approved in writing by the City, provided that it is satisfied in its sole discretion, that the new entity, partnership, or joint venture has the financial capability to perform under this Agreement and the proposed DDA. 6.6 Design Review/Entitlements. The Developer acknowledges and agrees that the quality, character and uses proposed for the Project are of particular importance to the City and that planning, design review and design approval in connection with approval of entitlements by the City will be required for the development of the Property. The Developer and the proposed architect shall meet with representatives of the City to review and come to a clear understanding of the planning and design criteria required by the City. Within twenty (20) days following the Effective Date, the Developer shall submit a schedule for entitlement processing. Within seventy five (75) days following the Effective Date, the Developer shall submit for approval of the City, preliminary revised design drawings and related documents containing the overall plan for development of the Developer's Project including the following: (a) a concept plan with all of the required information as stipulated in Section 4.2.1 of the Specific Plan; (b) a site plan and design review submittal including all information as required by the Tustin City Code and Department of Community Development and showing building layout and dimensions, parking, landscaping and access on or related to each individual parcel, floor plans, preliminary materials call-outs and conceptual building renderings; (c) a tentative subdivision map; (d) a development schedule; and (e) preliminary engineering and design drawings for all adjacent improvements described in Section 5.6. 6.7 Project Financial Pro Forma. Within seventy-five (75) days following the Effective Date, the Developer shall submit revised overall. Project cost and revenue data including information on the Project's financial return adequate to enable the City to evaluate the Developer's business offer and the economic feasibility of development and operation of the proposed Project. The information submitted shall be in the same business plan format provided in the Developer's Proposal or as otherwise requested by the City. The Project f'mancial pro forma shall be adjusted to reflect any comments the City provides to the Developer on the preliminary site plan. 6.8 Additional Information. The Developer understands and agrees that the City's negotiating team reserves the right at any time to reasonably request from the Developer additional information, including information, data and commitments to ascertain the depth of [AEF:ab/91182_2/052103/4182.005] Page 12 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) the Developer's capability and desire to develop the Property expeditiously. The City's negotiating team will provide a reasonable time in which the Developer may obtain and submit to the City such additional information. 6.9 Contacts During Negotiation. The Developer shall only negotiate with the City's negotiating team as defined in writing by the Assistant City Manager and with no other persons unless expressly authorized to do so by the City's negotiating team. During the period of negotiations, the Developer shall make no statements to the media about the proposed Project without the approval of the Assistant City Manager. The Developer's failure to comply with the provisions of this Section shall be conclusive evidence that the Developer has not "negotiated in good faith." 6.10 As-Is~ Where-Is Conveyance. The Property shall be conveyed by the City, whether by quitclaim deed or by sublease, on an "AS-IS, WHERE-IS AND WITH ALL FAULTS" basis, and the Developer hereby agrees to release, defend, indemnify and hold harmless the City with respect to its acquisition and development of the Property and the condition of the Parcels, including the land use and environmental condition of the Property. 6.11 Environmental and Other Studies. 6.11.1 Environmental Requirements. Compliance with the California Environmental Quality Act ("CEQA") is a legal precondition to any final City action to approve and execute the DDA. The Final EIS/EIR is a program EIR which was prepared and certified by the City and the Navy for the Reuse Plan and Specific Plan. The Developer agrees to cooperate with the City and to comply with the City's environmental compliance procedures and fee requirements which include the following obligations: (a) to deposit funds to pay all of the City's costs of preparing any additional required environmental studies, (b) to supply information and otherwise assist the City to enable the City to determine the environmental impact of the proposed Project as described in the DDA and (c)to prepare such additional environmental documents, if any, as may be determined by the City, in its regulatory capacity, to be required in connection with development of the Project. 6.11.2 Plans~ Reports~ Studies and Investigations. The Developer shall provide the City, without cost or expense to the City, copies of all plans, reports, studies or investigations (collectively, "Plans") prepared by or on behalf of the Developer with respect to the Property and the Project. All Plans shall be prepared at the Developer's sole cost and expense. If this Agreement is terminated for any reason other than a material breach or default hereunder by the City, the City may request that the Developer, for consideration to be mutually agreed, transfer the Developer's rights to any or all Plans identified by the City, but under no event shall the cost to the City exceed five hundred dollars ($500.00). Upon such request, the Developer shall deliver to the City copies of all Plans requested by the City together with a bill of sale therefor, provided that the Developer makes no representation, warrantee or guarantee regarding the completeness or accuracy of the Plans, and the Developer does not covenant to convey the copyright or other ownership rights of third parties thereto. Such Plans shall thereupon be free of all claims or interests of the Developer or any liens or encumbrances. Upon the City's acquiring the Developer's rights to any or all of the Plans, the City shall be permitted to use, grant, license or otherwise dispose of such Plans to any person or entity for development [AEF:ab/91182_2/052103/4182.005] Page 13 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) of the Property or any other purpose; provided, however, that the Developer shall have no liability whatsoever to the City or any transferee or title to the Plans in connection with the use of the Plans. The City shall, within fifteen (15) business days following the Effective Date and at no cost to the Developer, provide the Developer with copies of all plans, reports, studies, investigations and other materials in the City's possession that are pertinent to the Property and/or development of the Project provided, however, that the City makes no representation, warrantee or guarantee regarding the completeness or accuracy of such plans, reports, studies, investigations and other materials. 6.11.3 Hazardous Materials Assessment. The Parties acknowledge that prior to quitclaim by the Navy to the City of Parcels 10 and 11, the Navy found and determined that there was [no/minimal] contamination on Parcel I-C-1 and issued a Finding of Suitability for Transfer ("FOST") dated September 28, 2001. Portions of Parcels III-C-3 and III-C-5, located within the boundaries of Parcel 11, were found to contain hazardous materials and were therefore the subject of a Finding of Suitability to Lease ("FOSL") issued by the Navy dated as of February 28, 2002. Such parcels have been leased by the Navy to the City pursuant to Lease in Furtherance of Conveyance dated May 13, 2002 ("LIFOC"). Upon the execution of a DDA by the City and the Developer and satisfaction of all conditions precedent in favor of the City set forth therein for conveyance by the City of the Property, the City shall (a) convey fee title to those portions of the Property for which a FOST has been issued to the Developer by quitclaim deed, in substantially the same form as that utilized by the Navy in conveying such property to the City and containing those covenants and warranties identified in the Navy's quitclaim deed as running with the land and (b) convey by sublease to the Developer those portions of the Property for which a FOSL has been issued, subject to all terms and conditions identified in the Navy LIFOC with the City. 6.11.4 FOST and FOSL. The City agrees to provide a copy of the FOST, the FOSL, the Quitclaim Deed and the LIFOC to the Developer within fifteen (15) days following the Effective Date. The Parties acknowledge and agree that the Developer is solely responsible to investigate to determine the presence of hazardous materials and suitability of the Property for development. 7.0 The Developer. 7.1 Nature of the Developer. Unless otherwise agreed by the City in its sole discretion, development of the Project by the Developer will be carried out by Vestar Development II, LLC, an Arizona limited liability company, a joint venture of [Vestar Development Company] and Kimco Realty. Prior to the execution of the DDA, the Developer shall submit a copy of the applicable formation documents relating to the Developer and any corporate members of the Developer (i.e., as applicable: articles of incorporation; partnership agreement; and/or limited liability corporation articles of incorporation, statement of information and operating agreement). 7.2 Offices of the Developer. The principal offices of the Developer are located at 2425 East Camelback Rd., Suite 750, Phoenix, Arizona 85016. [AEF:ab/91182_2/052103/4182.005] Page 14 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) 7.3 Principals and Employees of the Developer. The principals of the Developer are as follows: Lee T. Hanley Chairman Richard J. Kuhle, President Peter G. Thomas, Chief Financial Officer The Developer's employees or representatives who will be directly involved in the development are as follows: Jeffrey M. Axtell, Project Director R. Patrick McGinley, CSM, Vice President of Property Management Michael W. Garner, CSM, Regional Director 7.4 The Developer's Consultants and Professionals. The Developer shall make full disclosure to the City of any changes to its principals, officers, stockholders, partners, joint venturers and employees working on the Project, and all other pertinent information concerning the Developer and such persons or entities. The Developer agrees to substitute or supplement any of its consultants and professionals as reasonably requested by the City. 8.0 The Developer's Financial Caoaci~. 8.1 Financial Statement. Any additional financial statements of the Developer, if requested, shall be submitted to the City or its consultant as requested by the City for the purposes of this Agreement. 8.2 Eaui~. The Developer proposes to obtain its equity capital in the following manner: In-house financing and equity financing from Kimco Realty. 8.3 Construction Financing. The Developer proposes to obtain its construction financing for the development from a reputable institutional lender, as approved by the City. 8.4 "Permanent" Financing. The Developer intends to obtain permanent financing for the Project following development thereof from third parties including Kimco Realty and other reputable, institutional lenders, as approved by the City. 8.5 Bank and Other Financial References. The Developer's bank and other financial references are as set forth in the Developer's Proposal. 8.6 Full Disclosure. The Developer will be required to make and maintain full disclosure to the City of the methods of financing and the financing documents to be used in development of the Project. [AEF:ab/91182_2/052103/4182.005] Page 15 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) 9.0 Miscellaneous. 9.1 Provisions Surviving Termination. Unless and until a DDA is entered into by the Parties, the following provisions of this Agreement shall survive any termination of this Agreement: (a) 4.3 and 4.4; the liability and ENA Deposit application provisions set forth in Sections (b) the insurance provisions set forth in Section 4.5.2; (c) the indemnification provisions set forth in Section 4.5.3; and (d) the confidentiality provisions set forth in Section 9.12. 9.2 Superseded by DDA. Following mutual execution by the Parties of a DDA, this Agreement shall be of no further force or effect, except that the indemnity set forth in Section 4.5.3 shall remain in effect with respect to claims arising during the term of this Agreement. In the event of any conflict between the provisions of this Agreement and any DDA approved and executed by the Parties, the provisions of the DDA shall for all purposes prevail. 9.3 Real Estate Commissions. The City shall not be liable for any real estate commission, finder's fee or any broker's fees which may arise from this Agreement or the transaction(s) contemplated herein. The City and the Developer each represents that it has not engaged any broker, agent, or finder in connection with this Agreement. The Developer hereby agrees to indemnify and hold the City and its representatives harmless from any losses and liabilities arising from or in any way related to any claim by any broker, agent, or finder retained or claiming to be retained by the Developer regarding this Agreement or development of the Property. 9.4 No Ci.ty Du .ry. Except as expressly provided in Section 4.4, the City shall have no obligations or duties hereunder and no liability whatsoever in the event the Parties fail to execute a DDA. 9.5 Non-liability of City Officials and Employees. No member, official, representative, director, staff member, attorney or employee of the City shall be personally liable to the Developer or any successor in interest in the event of any default or breach by the City or for any amount which may become due to the Developer or to its successor with respect to this Agreement, the Project or the Property. 9.6 Public Hearings and Compliance. If the negotiations hereunder culminate in a DDA, such DDA will be considered for approval by the City Council only after all required public hearings have been held and after compliance with all applicable laws and ordinances. The concurrence of the City negotiators with the terms and provisions of a proposed DDA under any provisions of this Agreement shall not be construed or interpreted as the City approving or accepting such terms. Such concurrence shall be viewed as nothing more than the willingness of the City negotiators to recommend to the legislative body of the City that they approve such [AEF:ab/91182_2/052103/4182.005] Page 16 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) terms. A DDA shall only become effective after it has been considered and approved by the City Council after notice and public hearing. 9.7 Attorneys' Fees. If any Party brings an action or files a proceeding in connection with the enforcement of its respective rights or as a consequence of any breach by the other Party of its obligations hereunder, then the prevailing Party in such action or proceeding shall be entitled to have its reasonable attorneys' fees and out-of-pocket expenditures paid by the non- prevailing Party. 9.8 Interpretation. Wherever required by the context of this Agreement, the singular shall include the plural and the feminine shall include the masculine and vice versa. The words "include", "including" and "included" wherever used in this Agreement shall be construed to be followed by the words: "without limitation". 9.9 Covenant Against Discrimination. The Developer shall not discriminate against nor segregate, any person or group of persons on account of sex, race, color, age, marital status, religion, handicaps, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer establish or permit any such practice or practices of discrimination or segregation in the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The Developer understands that similar covenants shall run with the Property and shall be contained in any deed and/or lease from the City to the Developer. 9.10 Notices/Submittals. All notices or submittals required or permitted hereunder shall be delivered in person, by overnight courier, or by registered or certified mail, postage prepaid, return receipt requested to such Party at its address shown below, or to any other place designated in writing by such Party. City: Christine Shingleton, Assistant City Manager City of Tustin 300 Centennial Way Tustin, CA 92780 Developer: Richard Kuhle, President Vestar Development Co. 2425 East Camelback Road, Suite 650 Phoenix, Arizona 85016 Any such notice or submittal shall be deemed received upon delivery if delivered personally, one (1) day after delivery to the courier if delivered by courier and three (3) days after deposit into the United States mail if delivered by registered or certified mail. 9.11 Prohibition Against Assignments. Except as may be permitted under Section 6.4, this Agreement shall not be assigned by the Developer. The City shall be entitled to assign this Agreement and/or the DDA to the Tustin Community Redevelopment Agency and/or the Tustin Public Financing Authority without consent of the Developer. [AEF:ab/91182_2/052103/4182.005] Page 17 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) 9.12 Confidentiality. Subject to the provisions of the California Public Records Act (Government Code Section 6250 et seq.), which governs the City's use and disclosure of its agreements and records, the City and the Developer each represent and warrant for the benefit of the other that each shall keep this Agreement and all information and/or reports obtained from the other, or related to or connected with the Property, the other Party, this Agreement, the DDA or any other documents negotiated by the Parties, confidential and will not disclose any such information to any person or entity without obtaining the prior written consent of the other Party, except that the City shall have the right to disclose any information contained in any third party reports obtained by the Developer or required to be disclosed by it pursuant to law. 9.13 Governing Law/Exclusive Venue. The Agreement shall be interpreted in accordance with California law, without giving effect to choice of law provisions. The Parties agree that in the event of litigation, exclusive venue shall be in Orange County, California. 9.14 Counterparts. This Agreement may be signed in one or more counterparts. [AEF:ab/91182_2/052103/4182.005] Page 18 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) IN WITNESS WHEREOF, authorized representatives of the Parties hereto have executed this Agreement as of the Effective Date. "CITY" City of Tustin By: William Huston City Manager APPROVED AS TO FORM Special Counsel for the City GILCHRIST & RUTTER PROFESSIONAL CORPORATION By: "DEVELOPER" Vestar Development II, LLC, an Arizona limited liability company By: [AEF:ab/91182_2/052103/4182.005] Page 19 of 19 Exclusive Negotiation Agreement (Parcels 10 & 11) Exhibit "A" Q: ClRC. U~TION FACliLI'TIES D~INAG:E FACILITIES CIRC:ULATION FA.,CiLmES: © Exhibit A Site Map for Parcels 10 and 11 Exhibit "B" 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 PSOHAS Legal Description Exhibit "A" Parcel I-C-1 (Reuse Plan Disposition Site 10, 11, 40 and a portion 42) In the City of Tustin, County of Orange, State of California, being those portions of Blocks 46 and 47 oflrvine's Subdivision as shown on the map filed in Book 1, Page 88 of Miscellaneous Record Maps, and as shown on a map filed in Book 165, Pages 31 through 39 inclusive of Records of Survey, all of the records of said County, described as follows: For the purpose of this description the following Control Lines are hereby established: Control Line "F" Beginning at the intersection of the centerline ofVon Karman Avenue with the centerline of Barranca Parkway as shown on said Record of Survey, the centerline of Barranca Parkway between Von Karman Avenue and Jamboree Road bears North 49019'54" West; thence North 40°40'06'' East 302.71 feet to the beginning of a curve concave southerly having a radius of 1800.05 feet; thence northeasterly and easterly 1295.77 feet along said curve through a central angle of 41 °14'40" to a point hereinafter referred to as Point "S"; thence continuing easterly along said curve 529.24 feet through a central angle of 16°50'45"; thence South 81°14'29" East 725.95 feet to the beginning of a curve concave northerly having a radius of 1400.04 feet; thence easterly and northeasterly 881.48 feet along said curve through a central angle of 36°04'26" to a point hereinafter referred to as Point "T". Control Line "G" Beginning at the hereinabove described Point "S"; thence South 21 °16'16" East 89.72 feet to the beginning of a curve concave northerly having a radius of 1400.04 feet; thence southerly, southeasterly and easterly along said curve 1945.22 feet through a central angle of 79°36'25'' to a point hereinafter referred to as Point "U"; thence continuing along said Page 1 of 7 S:~2tus010200~rcports\Renumbered Parcels\legal-parcel I-C-1 .doc 5/4/02 2:42 PM 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 PSOMAS Legal Description Exhibit "A" Parcel I-C-1 (Reuse Plan Disposition Site 10, 11, 40 and a portion 42) curve easterly and northeasterly 712.08 feet through a central angle' of 29008'29'' to a point hereinafter referred to as Point "V", a radial line to Said point bears South 40°01'10" East; thence continuing along said curve northeasterly 229.05 feet though a central angle of 09°22'25"; thence North 40o36'25" East 91.79 feet to the terminus of the herein described Control Line "G". Control Line "H" Beginning at the hereinabove described Point "T" said point being the beginning of a curve concave northeasterly having a radius of 1400.04 feet, a radial line to said beginning bears South 61 °08'34" West; thence southeasterly along said curve 364:03 feet through a central angle of 14°53'51"; thence South 43°45'17" East 208.89 feet to the terminus of the hereinabove described Control Line "G". Parcel I-C-1 Beginning at said intersection of the centerline ofVon Karman Avenue with the centerline of Barranca Parkway as shown on said Record of Survey; thence North 40040'06" East 110.00 feet along said Control Line "F"; thence leaving said Control Line "F" North 49°19'54" West 60.00 feet to a point on a line parallel with and distant northwesterly 60.00 feet, measured at right angles, from said Control Line "F", said point being also the True Point of Beginning; thence parallel with said Control Line "F" North 40040'06'' East 192.71 feet to the beginning of a curve concave southeasterly having a radius of 1860.05 feet, being concentric with and distant northwesterly 60.00 feet from said control line "F"; thence northeasterly 1015.06 feet along said curve through a central angle of 31 o 16'02"; thence leaving said concentric curve North 10057'40'' West 12.09 feet to a point on a non-tangent curve concave southerly having a radius of 1872.05 feet, being concentric Page 2 of 7 S:~2tus010200~reports\Renumbered Parcels\legal-parcel I-C-1 .doc 5/4/02 4:13 PM 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 PSOIqAS Legal Description Exhibit "A" Parcel I-C-1 (Reuse Plan Disposition Site 10, 11, 40 and a portion 42) with and distant northwesterly 72.00 feet from said Control line "F", a radial line to beginning of curve bears North 18°01'07" West; thence easterly 180.58 feet along said concentric curve through a central angle of 05°31'37"; thence leaving said concentric curve South 10°57'39'' East 12.00 feet to a point on a non-tangent curve concave southerly having a radius 1860.05 feet, being concentric with and distant 60.00 feet from said Control Line "F", a radial line to said beginning of curve bears North 12°30'06" West; thence easterly 50.00 feet along said concentric curve through a central angle of 01 °32'25"; thence leaving said curve North 29°47'11" East 40.70 feet; thence North 88o14'04'' East 97.60 feet; thence South 21 °18'52" East 179.45 feet to the beginning of a non-tangent curve concave northerly having a radius of 1354.04, being concentric with and distant northeasterly 46.00 feet fi'Om said Control Line "G", a radial line to said beginning of curve bears North 67o54'42'' East; thence southerly, southeasterly and easterly 2553.81 feet along said curve through a central angle of 108°03'49"; thence leaving said concentric curve North 49013'07'' West 12.15 feet to a point on a non-tangent curve having a radius of 1342.04 feet being concentric with and distant 58.00 feet northwesterly from said Control line "G", a radial line to said beginning of curve bears North 40°04'12'' West; thence northeasterly 180.91 feet along said curve through a central angle of 07°43'25"; thence leaving said concentric curve South 49°13'07" East 12.00 feet to the beginning of a non- tangent curve concave northerly having a radius of 1354.04 feet, being concentric with and distant 46.00 feet from said Control Line "F", a radial line to said beginning of curve bears South 47048'23'' East; thence northeasterly 50.05 feet along said curve through a central angle of 02°07'05", thence North 02°40'56" West 35.57 feet; thence North 38°11'28" East 121.20 feet to a line parallel with and distant 60.00 feet northeasterly, measured at right angles, from said Control line "It"; thence along said parallel line South 43°45'17'' East 132.20 feet to the southeasterly line of Lot 90 in said Block 46 of Irvine's Subdivision Page 3 of 7 S :~2tus010200\reportshRenumbered Parcels\legal-parcel I-C- l.doc 5/4/02 2:42 PM 1 2 3 4 5 6 7 8 9 lO 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 PSOMAS Legal Description Exhibit "A" Parcel I-C-I (Reuse Plan Disposition Site 10, 11, 40 and a portion 42) being the Boundary line between the City of Tustin and the City of Irvine as shown on the Record of Survey filed in Book 165, Pages 31 through 39 inclusive of Records of Surveys, records of said County; thence along said southeasterly line South 40°36'26" West 159.34 feet to the most easterly comer of Lot 101 in said Block 47 oflrvine's Subdivision; thence South 40o38'05'' West 637.46 feet along the southeasterly line of said Lot 101 to the northeasterly prolongation of that certain course cited as "North 63°16'06" East 95.10 feet" as described in Parcel 1 of the deed recorded September 12, 1988 as Instrument No. 88-456310 of Official Records, records of said County; thence leaving said southeasterly line and along said prolongation and said cited course in the Northwesterly line of said Parcel 1 the following eight (8) courses: 1.) South 63°16'09" West 123.68 feet; 2.) South 55o40'03'' West 211.16 feet; 3.) South 51 °44'51" West 105.40 feet; 4.) South 47o33'33'' West 101.16 feet; 5.) South 43o55'56'' West 107.41 feet; 6.) South 41°15'21'' West 86.78 feet; 7.) South 40044'08" West 1,138.11 feet to the beginning of a curve concave to the northwest having a radius of 120.00 feet; 8.) southwesterly 74.60 feet along said curve through a central angle of 35037'03'' to a line parallel with and distant 110.00 feet, measured at right angles, from said centerline of Barranca Parkway; thence along said parallel line North 49o19'54'' West 1190.84 feet to the southwest line of the land shown on the Record of Survey filed in Book 115, Page 90, of Records of Survey, records of said County; thence along the southeast, northeast and northwest lines of said land the following four (4) courses: Page 4 of 7 S:~2tus010200~reports\Renumbered Parcels\legal-parcel I-C- 1 .doc 5/4/02 2:42 PM 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 PSOIqAS Legal Description Exhibit "A" Parcel I-C-1 (Reuse Plan Disposition Site 10, 11, 40 and a portion 42) 1.) North 40040'06'' East 530.00 feet; 2.) North 49°19'54" West 1164.98 feet to the beginning of a non-tangent curve concave southeasterly having a radius of 1714.00 feet, a radial line to said beginning of curve bears North 37058'56'' West; 3.) southwesterly 339.52 feet along said curve through a central angle of 11 °20'58", 4.) South 40o40'06'' West 192.70 feet to said line parallel with Barranca Parkway; thence along said parallel line North 49o19'54'' West 146.00 feet to the True Point Of Beginning. Excepting therefrom that portion described as follows: Exception Parcel No. 1 Beginning at the hereinbefore described Point "U"; thence South 49026'44'' East 80.34 feet; thence South 40009'45'' West 262.03 feet; thence South 08034'09'' East 182.46 feet to the northwesterly line of Parcel 1 as described in the deed recorded September 12, 1988 as Instrument No. 88-456310 of Official Records, records of said County; thence along said northwesterly line of said Parcel 1 the following three (3) courses.' 1.) South 43°55'$6'' West 26.33 feet; 2.) South 41°15'21" West 86.78 feet; 3.) South 40o44'05" West 83.58 feet; thence leaving said northwesterly line North 08°31 '36" West 277.52 feet; thence North 49o16'45" West 324.58 feet; thence North 40036'05'' East 20.74 feet; thence North 49o15'06" West 147.$4 feet; thence South 41o44'34" West 21.78 feet; thence Page 5 of ? S:~2tus010200keports~.¢numbered Parcels\legal-parcel I-C-1 .doc 5/4/02 2:42 PM 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 PSOMAS Legal Description Exhibit "A" Parcel I-C-I (Reuse Plan Disposition Site 10, 11, 40 and a portion 42) North 49020'08'' West 98.22 feet; thence North 40°43'22" East 23.03 feet to a point on a curve concentric with and distant 46.00 feet northerly from the hereinabove described Control Line "G", said point being the beginning of a non-tangent curve concave northerly having a radius of 1354.04 feet, a radial line to said point bears South 17027'29" West; thence easterly along said concentric curve 632.56 feet through a central angle of 26°46'00"; thence South 49o26'44" East 59.48 feet to the point of beginning, said point being the hereinbefore described Point "U". Excepting therefrom that portion described as follows: Exception Parcel No. 2 Beginning at the hereinbefore described Point "V"; thence South 22°35'49'' East 58.46 feet; thence South 40045'08" West 164.45 feet; thence North 24°24'11" West 140.84 feet to the beginning of a non-tangent curve concave northwesterly having a radius of 1354.04 feet, being concentric with and distant 46.00 feet northwesterly from the hereinabove described Control Line "G", a radial line to said beginning of curve bears South 33o59'38, East; thence northeasterly 145.52 feet along said curve through a central angle of 06°09'28"; thence North 49o13'07" West 12.15 feet to the beginning of a non- tangent curve concave northwesterly having a radius of 1342.04 feet, being concentric with and distant northwesterly 58.00 feet from the hereinabove mentioned Control Line "G", a radial line to said beginning of curve bears South 40° 04' 13" East; thence northeasterly 16.84 feet along said curve through a central angle of 00°43'08'' to a line that bears North 22035'49" West from the Point of Beginning; thence along said line Page 6 of 7 S:X2tusO10200\reports\Renumbered Parcels\legal-parcel I-C-1 .doc 5/4/02 2:42 PM 1 2 3 4 5 6 7 8 9 10 11 12 PSOMAS Legal Description Exhibit "A" Parcel I-C-1 (Reuse Plan Disposition Site 10, 11, 40 and a portion 42) South 22°35'49"East 60.92 feet to the Point Of Beginning. Containing 2,761,209 square feet or 63.39 acres net, more or less. As shown on Exhibit "B" attached hereto and by this reference made a part hereof. Prepared under my supervision Walter A. Sheek P.L.S. 4838 Expires: ' 9/30/04 Date Page 7 of 7 S52tus010200~reports\Renumbcred Parcels\legal-parcel I-C-l.doc 5/4/02 2:42 PM EXHIBIT B I' -._ .-._.. . /Z PA,OEL ' .; ~ / /\,/¥/\ E~ 1/V/v.. ¥/ . --orr','oF'rus',N ///~ i , .~ ,'~ "----EXCEPTION ~ ~ ~. ~LU NO. 1 ~ m m ~z '~LOT- - ~.,10 ~ LO F 102 '%~o~ 'l ~ PARCEL I-C-1 z,)- '~ ~ \, CE.-.- ~ "': /_~v/..¥...-~,~_x~^ ~ ~ LC ] >"_1 Z ~j. ~,. ~\~ // ~ ~ 'o, .,¢ u'5 a::: ~o_,.T "s' \-/ LINE "G.' .. N88'14'04"E ~ ~ .~ ~ z, I ~ a: -~ ~ ,,i I A.I "' It //~) '~_ '---q ~.~ .o,. ~..~ 'x/ /x,//F:oz~' ; : Ill~ ((. ..~-Z~. ~F-, ,~.o.,. cea co~rmoL~ IN~ .~ . I 5 z ~\ ' '~.OVEo ~f-'' . ~ I-C-1 I :~ ~;~ o 3oo SCALE: 1"=500.' . DESCRIPTION: Porcel I-C-~ (Reuse Plan Disposition Site 10, 11, 40 ~nd e portion 42) ~ ~ OF 4 SCALE 1"=200' DRAFTED CHL Suite 250 DATE APRIL, 2002 Co~Io Ue~o, CA 92626 JOEl (TT¢)75t-7573 F0~(714)545-66~3 NUMBER 2TUS010500 T2 ' . EXHIBIT B I ~Q / ~ s,~ ~ - ~~~/ POINT "V" ~ ~ ~ ' · · ' N~O'~%~ ?~.~ w '~' · 'o~'w ' ~ ~ [~ ~ ~~ ._ ~ - 7/~.A.~ - . S43'45'17 5=14"53'5 --~ ~ " '~ W ~ ~ ~ ~ W ......... .... ............................................... ...... ............... .................... D~AIL COBOL LINE 'F ~(~AD) N.T.S. k~ ~x ~ ~: AT~~ LoT ~-~ ~ .~F~g~O.,/, ~ / .... PL55 N4g' 1 ~'07"W ! 12.15' L~4 S4g'15'O7"E ~ ~2.00' S2Vl~52"E~ L55 NO2'¢O'SB"W 55.57' ~ 179.45' ~~_LINE "G" L60 N38'11'28"E t12~.20'i c4a ~a~2.o~' ~6~.b7' 0T00hT" 0 ..... / ' C49 1354.04' '5o.e5' 02'07'05" ) 1 5~ 30~ ............. C50 ........ 13~2.0_4' ~5' 00'00'17" ~ ~k~ ~ ~ ,~, . C51 1354.04' 145.52' 06'09'28" ~ ~52 1400.04' 229.p5' 09'22'25" SCALE: 1"=300' i i DESCRIP~ON:P~cel I-C-1 (Reuie Pl~ Dl~oalt~ Site lO, 1% ~0 end a p~tl~ 42) ~ ~ ~ 4 SCALE 1"=200' DRAF~D CHL PS 0 M A S c.~.o w~ Coslo ~, CA 92626 JOB (714)75~-7373 Fox(71{)5~-~3 NUMBER 2TU5010500 T2 LiNE TABLE (~ BEARING g)ISTANCE L,53 N49'13'O7"W I 12.15' L54 S49'13'07"E I 12.00' L55 NO2'40'56"W 55.57' L60 N38'11'28"E t121.20' L62 S43'45'17"E i132.20' CURVE TABLE (j~) RADIUS LENGTH DELTA .c~ ~,~.o~.~.~. EXHIBIT B JFt VINE'S SUBDIVISION / I / M.Ft,M. J/8 8 / / / POINT "U" P.O.B. EXCEPTION PARCEL NO. 1 ? / ~CONTROL/~NE so~'~'~"E /,.~:~ ;' /, / ---~-D---N m'~ /,~'~ /' / . ¥ ~ /.~-~.,..~I, ,..=~oo. ~~ ~- ~ ~ ~ /~ / rL~.~. 185 I S-I~SD ~~ ~.1 ~o~Tio, o~ ~c~ ,-c-~ DETAIL .~'~ u,~ ~c~.~ ~ ~ O.R. 88-456~I0 ~ I~ ~11' BLOCK 4,7 LOT JO2 ~ ~ B~RIN~ TABLE ~ I :~ B~RING DISTANCE , , zl L1 S49'26'44"E 59.48' i L2 N40'45'22"E 23.0~'~ mI z ~ L3 N49'20'08"% 98.22' ~ ~ ~ .i ~ L4 S41'44'34"~ 21.78' ~' I - j i .~ L5 N49'15'06"~ 147.84' 0 ~ j 0 ~~ 0 ~ i , Plan Olsposltl~ Slto 10, 11, ~ ood a p~on 4~) ~ ~ 4 SO~[ 1" ~ ~00' DRAF~D CHL P S 0 M A S ~H[O~o w,~ MCAS TUSTIN ~ ~ ~ DA~ APRIL, 2002 ~ ~ ~ ~ JOB (~1~)751-7~7~ ~ox(71~)~ NUMBER 2TUS010500 T2 BEARING TABLE BEARING DISTANCE ' S49'26'44"E 59.48' L2 N40'45'22"E 23.03' L3 N49'20'08"~ 98.22' L4 S41'44'34"V~ 21.78' L5 N49'15'06"V~ 147.84' L6 N40'36'O5"E 20.74' L7 . S49'26'44"E 80.34' EXHIBIT B 1 iDhT6 '='~,",~..'. o., z~. POINT "V" P.O.B. EXCEPTION NO. 2 S40'¢7'2 I"E / .... --;_- -~-;- --\ / S40'01 ' 10"E ........ ?Au) , l-.-~? ~ ,"-----'(~'A~' R= 1342.04' xJ L=16.84' ~ ~ ~- ,- S40'04' 13"E -- / 119.38 c--' 'm) .... r--' '' N49'13'O7"W ~./ I ~ . s4o'og'os"E ./ ~'¢'~/ ~ l 'll ll]ll ll ii ~-,I NO. ~, ¢/ X ~ N24'24'11"W ~;~ 4/ ~ ~o.~' ~o~ &/ COBOL LINE SCALE: 1"=100' / DESCRIP~ON:P~ ~ (R~,, ~ ~U~ ~t, ~ ~. ~ ~4, P~ 42) ~ 4 ~ 4 SCALE 1" ~ ~S sHo~ DR~D CN MCAS- TU STI N ,.,,,,,,-, ,~ ~,,. ,oo,. . .... ~t~ ~ ~ 9~ JOB (71~)7M-7373 F~x(714)~-~ NUMBER 2TUSO105OO T2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2o 21 22 23 24 25 26 PSOHAS Legal Description Exhibit "A"" Parcel III-C-3 (Portion of Reuse Plan Disposition Site 11 and 40; portion of Carve-Out' 2) In the City of Tustin, County of Orange, State of California, being a portion of Lot 102 in Block 47 of h-vine's Subdivision as shown on the map filed in Book 1, Page 88 of Miscellaneous Record Maps, and as showa~ on a map filed in Book 165, Pages 31 through 39 inclusive of Records of Survey, all of records of said County, described as follows: For the purpose of this description the following Control Lines are hereby established: Control line "F" Beginning at the intersection of the centerline of Von Karman Avenue with the centerline of Barranca Parkway as shown on said Record of Survey, the centerline of Barranca Parkway having a bearing of North 49° 19'54" West between the centerlines of Armstrong Avenue and Von Kannan; thence leaving said intersection North 40°40'06" East 302.71 feet to the beginning of a curve concave southeasterly having a radius of 1800.05 feet; thence northeasterly 1295.77 feet along said curve through a central angle of 41°14'40" to a point hereinafter referred to as Point "S". Control Line "G" Beginning at the hereinbefore described Point "S"; thence South 21 °16'16" East 89.72 feet to the begi~ming of a curve concave northeasterly having a radius of 1400.04 feet; thence southerly, southeasterly and easterly along said curve 1945.22 feet through a central angle of 79°36'25'' to a point hereinafter referred to as Point "U", said point being the te~xninus of the herein described Control Line. Parcel III-C-3 Begimfing at the hereinbefore described Point "U"; thence South 49o26'44'' East 80.34 feet; thence South 40°09'45" West 262.03 feet; thence South 08°34'09'' East Page 1 of 3 M:\2TUS010500\survey\lcgals\legal-parcel_Ill-C-3.doc 4/25/02 10:1,1 AM 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19' 20 21 22 23 24 25 26 PSOMAS Legal Description Exhibit "A" Parcel III-C-3 (Portion of Reuse Plan Disposition Site 11 and 40; portion of Carve-Out 2) 182.46 feet to the northwesterly line of Parcel 1 as described in the deed recorded September 12, 1988 as h~strument No. 88-456310 of Official Records, records of said County; thence along said northwesterly line of said Parcel 1 the following three (3) courses' 1.) South 43°55'56'' West 26.33 feet; 2.) South 41°15'21" West 86.78 feet; 3.) South 40°44'08'' West 83.58 feet; thence leaving said northwesterly line North 08°31 '36" West 277.52 feet; .thence North 49°16'45'' West 324.58 feet; thence North 40036'05" East 20.74 feet; thence North 49°15'06" West 147.84 feet; thence South 41044'34" West 21.78 feet; thence North 49020'08" West 98.22 feet; thence North 40°43'22" East 23.03 feet to a point on a curve concentric with and distant 46.00 feet northerly from the hereinabove described Control Line "G", said point being the beginning of a non-tangent curve concave northerly having a radius of 1354.04 feet, a radial line to said point bears South 17°27~29'' WeSt; thence easterly along' said concentric curve 632.56 feet through a central angle of 26°46'00"; thence South 49°26'44'' East 59.48 feet to the point ofbegi~ming, said point being the hereinbefore described Point "B". Containing 172,292 square feet or 3.96 acres, more or less. As shown on Exhibit "B" attached hereto and by this reference made a part hereof. Page 2 of 3 IVl :'~TUS010500\survey\legals\legal-parcel_Ill-C-3.(toc 4/25/02 10: l 4 AM 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 PSOMAS Legal Description Exhibit "A" Parcel III-C-3 (Portion of Reuse Plan Disposition Site 11 and 40; portion of Carve-Out 2) Prepared Under my supervision Walter A. Sheek P.L.S. 4838 Expires: 9/30/2004 Date? ' Page 3 of 3 M :k2TUS010500ksurvey\legals\legal-parcel_lll~C-3.doc 4/25/02 10:14 AM Exhibit "B" ,.. EXHIBIT B JFi VIN F.'.~ S U~_,FIIVJSJ ©j\J / LOT -lO~ / '-' r~ 47' POINT "U" - CONTROL UNE 'G' r-~, -~. s1~ ~ ]-~.--~.~. P.O.B. PARCEL III--C--3 ~~ X ~ ~ .~b~Lv~ L/J ~ ~ L2 N40'43'22"E 23 03' ,~ ~/.>~ ~ ~ ~ ' ' 8" 9822' ' · SCALE- 1"-200' ~ ~ -~' / ~ ~ ' L4 ...... '~" ' - . .~ ~ ~ v ~ b ~ ~1'44'5~"w ~[./o' ~'~ ~/ ~ ~ ~'~-~,o~-~ ,~.~. .......... ~ ' ........... i/ L7 S49-2S'44,,Ei 80.34' ~~PARCEL ' . ........... · . ~~ 86.78' NORTHWESTERLY LINE OF PARCEL ' INSTRUMENT NO. BB-4563~O,O.R. ~ S40'44'O~"W 85.58'  DETAIL . ~o~.~ "s" ~ .............. P.O.B. CONTROL // ~ ~ /~' ~r- o~ R=]4oo.o4' ~ ~ I /OL U~ "F ~ ~ m . ~ I'~ A~ N49'19'54"W ~~ M~ A~ DES~RIP~ PAEC~ III-C-3 (POR~ON OF E~SE P~ DISPOSI~ SI~ !1 ~0 ~; P~ ~ C~-OUT 2) ~ 1 ~ 1 SCALE 1' = 400' DRA~D CHL P S 0 ~ A S ~,~ w,~ -- ~ ~ DATE APRIL 2002 (714)~1-~13 [ox(/l~)~ NUMBER ~5010500 T2 BEARING TABLE (~ BEARING DISTANCE L1 S49'26'44"E 59.48' L2 N40'43'22"E 23.03' L5 N49'20'OS"W 98.22' L4 S._4,.1'44'54"W 21.78' L5 N49' 15'06"'~ 147.84' L6 N40'36'OS"E 20.74' L7 S49'26'44"EI 80.34' 4 5 6 7 8 9 10 1I 12 13 14 15 16 17 18 19 20 21 22 23 PSOMAS Legal Description Exhibit "A" Parcel III-C-$ (Portion of Reuse Plan Disposition Site 11 and 40; portion of Carve-Out 1) In the City of Tustin, County of Orange, State of Califomia, being that portion of Block 47 of Irvine's Subdivision as shown on the map filed in Book 1, Page 88 of Miscellaneous Record Maps, and as shown on a map filed in Book 165, Pages 31 through 39 inclusive of Records of Survey, both of records of said County, described as follows: For the purpose of thi~ description the following Control Lines are hereby established: Control Line "F" Beginning at the intersection of the centerline of Von Karman Avenue with the centefline of Barranca Parkway as shown on said Record of Survey, the centerline of Ban'anca Parkway having a beating of North 49019'54" West between the centefline of Armstrong Avenue and Von Karman Avenue; thence North 40040'06" East 302.71 feet to the beginning of a curve concave southeasterly having a radius of 1800.05 feet; thence northeasterly and easterly 1295.77 feet along said curve throUgh a central angle of 41014'40" to a point hereinafter referred to as Point "S", a radial line .to said point bears North 08o05, 14" West. Control Line "G" Beginning at the hereinabove described Point "S"; thence SOuth 21°16'16" East 89.72 feet to the beginning of a curve concave northerly having a radius of 1400.04 feet; thence easterly and northeasterly along said curve 2657.30 feet through a central angle of 108°44'54" to a point hereinafter referred to as Point "V", a radial line to said point bears South 40001, 10" East. Page 1 of 3 M :L2TUS010500XsurvejrXlegals\legal-palcel_IlI-C-5 .doc 4/25/02 10:54 PM PSOHAS Legal Description Exhibit "A" Parcel III-C-5 (Portion of Reuse Plan Disposition Site 11 and 40; portion of Carve-Out 1) 1 2 3 4 5 6 7 8 9 10 11 12 13- 14 15 16 17 18 19 20 21 22 23 Parcel III-C-5 , Beginning at the hereinbefore described Point "V"; thence South 22o35'49'' East 58.46 feet; thence South 40°45'08'' West 164.45 feet; thence North 24°24'11" West 140.84 feet to the beginning of a non-tangent curve concave northwesterly having a radius of 1354.04 feet, being concentric with and distant 46.00 feet northwesterly from the hereinabove described Control Line "G", a radial line to said beginning of curve bears South 33059'38, East; thence northeasterly 145.52 feet along said curve through a central angle of 06°09'28"; thence North 49013'07" West 12.15 feet to the beginning of a non- tangent curve concave northwesterly having a radius of 1342.04 feet, being concentric with and distant northwesterly .58.00 feet from the hereinabove mentioned Control Line "G", a radial line to said beginning of curve bears. South 40° 04' 13" East; thence northeasterly 16.84 feet along said curve through a central angle of 00°43'08'' to a line that bears North 22035'49" West from the Point of Beginning; thence along said line South 22°35'49"East 60.92 feet to the Point Of Beginning. Containing 18,523 square feet or 0.43 acres, more or less. shown on Exhibit "B" attached hereto and by this reference made a part hereof. Page 2 of 3 M:k2TUS010500Xsurvey\legals\legal-.parcel_Ill-C-5.dc~c 4/25/02 10:54 PM PSOMAS Legal Description · Exhibit "A" ' Parcel III-C-5 (PortiOn of Reuse Plan Disposition Site 11 and 40; portion of Carve-Out 1) Prepared under my superviSion. Walter A. Sheek P.L.S. 4838 Expires: 9/30/04 Page 3 (')f 3 M:\2TUS010500Lgurvey\legals\legal-parcel_ll.I-C-5.doc 4/25/02 10:54 PM EXHIBIT B P,O.B. PCL II1-C-5 ~ I . " $40'47'21 "lr .... -~:-:--;--, / S40'01'10'E ~ . ~u) ~ Lsd' / /----7--~ A=00'43'08" ~ i-~---~=__ ~ / ~RAD/ R= 1342.o4'~J (~) m) _l_lr~'C)/-I~) S40'04'13"E _~--~/~I~ I./ / 119.38' '.J r~ ~ ' ~ "-'-~ ~' '1 .~/h~ r ~ N 49'1 ......... ,,_, . s4o'ovo¢~- _..-' ~,1 '~ ~,_' ~ - ' / - ........... ~' ~/ ~ N24'24'11"W J .... ~_,r .' SCALE: 1 / I / - ~ P.o.B.  P~ ~ ~P~CEL III-C~5 ~_-_---: . /NOa'OS'14"W [~O) POI~ "S ......... P.O.B.' CONTROL LiNE g'~/~~ j ~ 4/~ LOT 101 ! LOT 10 z ) J 0 250' 500' / J SC~E: 1"=500' P.O.B. C~0L UNE O~P~: ~ ~S (~ ~f ~ ~ ~ ~ ~t ~ ~ ~ ~ ~ ~) ~ 1 ~ 1 SC~ 1" = AS SHO~ DR~D CN MCAS-TUSTIN ~ ~ ~ ~ JOB (~)~7~ F~4)~ NUMBER 2~S010500 T2