HomeMy WebLinkAbout04 AG SOCCCD 04-05-04Agenda Item 4
Reviewed:
AGENDA REPORT City Manager
Finance Director
MEETING DATE: APRIL 5, 2004
TO: WILLIAM A. HUSTON, CITY MANAGER
FROM: CHRISTINE SHINGLETON, ASSISTANT CITY MANAGER
SUBJECT: AGREEMENT WITH THE SOUTH ORANGE COUNTY COMMUNITY
COLLEGE DISTRICT (SOCCCD) FOR CONVEYANCE OF PROPERTY
AND ESTABLISHMENT OF AN ADVANCED TECHNOLOGY
EDUCATIONAL CAMPUS
SUMMARY
Approval is requested on an agreement between the City of Tustin and SOCCCD for
the conveyance of certain property at Tustin Legacy ("SOCCCD Agreement').
RECOMMENDATION
That the City Council:
Adopt Resolution No. 04-32 finding that (a) an Initial Study evaluated the Project
in light of the MCAS Tustin Final Joint Program EIS/EIR (MCAS Tustin FEIS/EIR)
certified by the City on January 16, 2001 and the adopted Mitigation Monitoring
Report Program for the MCAS Tustin FEIS/EIR to determine whether, in
accordance with CEQA requirements, any additional environmental
documentation is required in connection with approval of the agreement with
SOCCCD; (b) based on findings in the Initial Study (i) the environmental effects
of the Project are within the scope of the MCAS Tustin FEIS/EIR and were fully
examined in the MCAS Tustin FEIS/EIR, (ii) no substantial changes are
proposed in the Project or have occurred with respect to circumstances under
which the Project is being undertaken since certification of the MCAS Tustin
FEIS/EIR, (iii) no new information has become available since the certification of
the FEIS/EIR, and (iv) pursuant to Public Resources Code Section 21116 and
the requirements of CEQA regulations promulgated with respect thereto including
Title 14 California Code of Regulations Section 15168(c) no additional
environmental analysis, action or document is required by the CEQA and (c) all
applicable mitigation measures described in the adopted Mitigation Monitoring
Report for the MCAS Tustin FEIS/EIR are incorporated into this Project or will be
Agreement with the South Orange County Community College District (SOCCCD) for
Conveyance of Property and Establishment of an Advanced Technology Educational Campus
April 5, 2004
Page 2 of 4
conditions of approval of any City necessary entitlements for the implementation
activities to be undertaken by SOCCCD under the Agreement ("the Project").
2. Subject to non -substantial modifications as may be determined necessary by the
City's Special Counsel, City Attorney or City Manager prior to execution, approve
Resolution 04-33 and authorize the City Manager, or designee, to execute the
Agreement between the City of Tustin and the SOCCCD for conveyance of a
portion of MCAS Tustin and to carry out all actions necessary to implement the
Agreement, including execution of all necessary documents, including the lease
document and, upon satisfaction of all conditions and obligations of City and
SOCCCD thereto, to transfer certain property to SOCCCD.
FISCAL IMPACT
The costs associated with document preparation and property transfer are expenditures
budgeted in the Tustin Legacy Enterprise Fund. Costs associated with SOCCCD
leasing will be borne by SOCCCD with the exception of lease administration costs
borne by the City which will be budgeted for in the Tustin legacy Enterprise Fund.
BACKGROUND
In 2002 the Department of the Navy approved an Economic Development Conveyance
of property at the former MCAS Tustin and agreed to convey 1,153 acres of the site to
the City ("the Navy Conveyance Agreement"). A total of 977 acres was conveyed to the
City on May 13, 2002 with approximately 176 acres of property leased to the City to be
subsequently conveyed once it is determined suitable for transfer.
The Navy Conveyance Agreement required that the City, some time following its receipt
of property from the Navy, convey a portion of this property to the SOCCCD for
educational purposes in accordance with the Reuse Plan and MCAS Tustin Specific
Plan.
DISCUSSION
The purpose of the SOCCCD Agreement is to effectuate the Reuse Plan and Specific
Plan in accordance with the terms and conditions of the Navy Conveyance Agreement
and federal quitclaim deeds. The Agreement provides for the conveyance at this time of
37.66 approximate acres to SOCCCD, a sublease of approximately 30.71 acres of
Navy -owned property until such property has been determined by the Navy to be
Agreement with the South Orange County Community College District (SOCCCD) for
Conveyance of Property and Establishment of an Advanced Technology Educational Campus
April 5, 2004
Page 3 of 4
suitable for transfer, and a bill of sale of all existing utility systems on property to be both
leased and conveyed to SOCCCD.
Provisions of the SOCCCD Agreement generally provide for the following:
• The general planning goals for the property as envisioned by SOCCCD which
involve the development of the Property as an Advanced Technology Educational
Campus;
• Maintenance and care of the property once conveyed and its maintenance in
perpetuity for said educational use;
• The development process, general requirements and development coordination
necessary for development;
• Identified responsibilities for backbone infrastructure and on- and off-site
infrastructure within the responsibility of SOCCCD;
• Terms and conditions and schedule for property conveyance
The SOCCCD Agreement also includes other provisions which are typical to such
agreements, including, but not limited to: restrictions on transfer and leasing of the
property, a right of revision in favor of the City in the event of an uncured default (for a
period of 30 years); use restrictions and non-discrimination provisions and other release
provisions.
Pursuant to the National Environmental Policy Act (NEPA) as implemented by the
Council on Environmental Quality Regulations (40 CFR parts 1600-1608) and the
California Environmental Quality Act (CEQA) (Calif. Public Resources Code Sec. et.
Seq. 21000) and the State CEQA Guidelines (Title 14 Cal. Code of Regulations, Section
16000 et. Seq.), the City of Tustin and Department of the Navy completed a Final Joint
Program Environmental Impact Statement/Environmental Impact Report for the
Disposal and Reuse of the Marine Corps Air Station (MCAS) Tustin (the MCAS Tustin
FEIS/EIR). The MCAS Tustin FEIS/EIR was certified as adequate under CEQA by the
Tustin City Council on January 16, 2001. Based on the FEIS/EIR, the City Council
adopted a General Plan Amendment and the MCAS Tustin Specific Plan.
An Initial Study has been prepared for the SOCCCD Agreement. Based upon review of
the project and the FEIS/EIR, it has been determined that environmental issues related
to the Project have previously been addressed and evaluated in the MCAS Tustin
Agreement with the South Orange County Community College District (SOCCCD) for
Conveyance of Property and Establishment of an Advanced Technology Educational Campus
April 5, 2004
Page 4 of 4
FEIS/EIR. No additional environmental analysis or action is required. Mitigation
measures identified in the MCAS Tustin FEIS/EIR, as applicable, are included in the
Agreement or will be conditions of approval of any implementation activities needed by
SOCCCD; therefore, staff has recommended applicable City Council findings on the
environmental determination for the Project.
Christine Shingleton
Assistant City Manager
Attachments:
A. Initial Study
B. SOCCCD Conveyance Agreement
C. Resolution 04-32
D. Resolution 04-33
ATTACHMENT A
COMMUNITY DEVELOPMENT DEPARTMENT
300 Centennial Way, Tustin, CA 92780
(714) 573-3100
ENVIRONMENTAL ANALYSIS CHECKLIST
For Projects With Previously Certified/Approved Environmental Documents:
Environmental Impact Statement/Environmental Impact Report (EIS/EIR)
for the Disposal and Reuse of Marine Corps Air Station (MCAS) Tustin
This checklist and the following evaluation of environmental impacts takes into consideration the preparation of
an environmental document prepared at an earlier stage of the proposed project. The checklist and evaluation
evaluate the adequacy of the earlier document pursuant to Section 15162 and 15168 of the California
Environmental Quality Act (CEQA) Guidelines.
A. BACKGROUND
Project Title(s): Conveyance of Former MCAS Tustin Property to SOCCCD
Lead Agency: City of Tustin, 300 Centennial Way, Tustin, California 92780
Lead Agency Contact Person: Dana Ogdon Phone: (714) 573-3116
Project Location: Parcels I -E-1.1, I -E-3, I -E-4, IV -J-4, IV -J-5, IV -J-6 within Planning Area 1-A and
FE (Learning Village), at Tustin Legacy (former Marine Corps Air Station
(MCAS) -Tustin).
Project Sponsor's Name and Address: City of Tustin
300 Centennial Way
Tustin, California 92780
General Plan Designation: MCAS Tustin Specific Plan
Zoning Designation: MCAS Tustin Specific Plan (Learning Village)
Project Description: Disposal of former MCAS Tustin property from the City of Tustin to the South
Orange County Community College District (SOCCCD) through the following actions:
1. Agreement between the City of Tustin and the SOCCCD for Conveyance of a portion of MCAS
Tustin and establishment of an Advanced Technology Educational Campus.
2. Quitclaim deed conveyance from the City of Tustin to the SOCCCD of three (3) parcels generally
described as Parcel I -E-1.1, I -E-3 and I -E.4 totaling 37.66 acres.
3. Sublease from the City of Tustin to the SOCCCD of three (3) parcels generally described as Parcel
IV -J-4, IV -J-5 and IV -J-6.
4. Bill of Sale for Miscellaneous Personal Property and Utility Distribution Systems Located Within
the Above Referenced Quitclaim and Leased Property.
Surrounding Uses: North: Planned Community Park, residential, and institutional uses.
East: Planned County Urban Regional Park, educational and mixed uses.
South: Planned Commercial/Business uses.
West: Existing light Commercial/Industrial uses.
Previous Environmental Documentation: Program Final Environmental Impact
Statement/Environmental Impact Report (Program FEIS/EIR) for the Disposal and Reuse of Marine
Corps Air Station (MCAS) Tustin (State Clearinghouse 494071005) certified by the Tustin City Council
on January 16, 2001.
ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED
The environmental factors checked below would be potentially affected by this project, involving at least one
impact that is a "Potentially Significant Impact' as indicated by the checklist in Section D below.
❑Land Use and Planning
❑Population and Housing
❑Geology and Soils
❑Hydrology and Water Quality
❑Air Quality
❑Transportation & Circulation
❑Biological Resources
❑Mineral Resources
❑Agricultural Resources
C. DETERMINATION:
On the basis of this initial evaluation:
❑Hazards and Hazardous Materials
❑Noise
❑Public Services
❑Utilities and Service Systems
❑Aesthetics
❑Cultural Resources
❑Recreation
❑Mandatory Findings of
Significance
❑ I find that the proposed project COULD NOT have a significant effect on the environment, and a
NEGATIVE DECLARATION will be prepared.
❑ I find that although the proposed project could have a significant effect on the environment, there will
not be a significant effect in this case because the mitigation measures described on an attached sheet
have been added to the project. A NEGATIVE DECLARATION will be prepared.
❑ I find that the proposed project MAY have a significant effect on the environment, and an
ENVIRONMENTAL IMPACT REPORT is required.
❑ I find that the proposed project MAY have a significant effect(s) on the environment, but at least one
effect 1) has been adequately analyzed in an earlier document pursuant to applicable legal standards, and
2) has been addressed by mitigation measures based on the earlier analysis as described on attached
sheets, if the effect is a "Potentially Significant Impact' or "Potentially Significant Unless Mitigated."
An ENVIRONMENTAL IMPACT REPORT is required, but it must analyze only the effects that
remain to be addressed.
Z I find that although the proposed project could have a significant effect on the environment, there WILL
NOT be a significant effect in this case because all potentially significant effects 1) have been analyzed
adequately in an earlier EIR pursuant to applicable standards, and 2) have been avoided or mitigated
pursuant to that earlier EIR, including revisions or mitigation measures that are imposed upon the
proposed project.
❑ I find that although the proposed project could have a significant effect on the environment, there WILL
NOT be a significant effect in this case because all potentially significant effects 1) have been analyzed
adequately in an earlier NEGATIVE DECLARATION pursuant to applicable standards, and 2) have
been avoided or mitigated pursuant to that earlier NEGATIVE DECLARATION, including revisions or
mitigation measures that are imposed upon the proposed project.
Preparer: r-�> o.� 04)0'-�
Dana Ogdon, Progr Manager
Christine A. Shingleton, Assi64nt City Manager
D. EVALUATION OF ENVIRONMENTAL IMPACTS
See Attached
Date: 9 17- Z- o3
Date $-a3—,04(
EVALUATION OF ENVIRONMENTAL IMPACTS
II. AGRICULTURE RESOURCES: In determining
whether impacts to agricultural resources are significant
environmental effects, lead agencies may refer to the
California Agricultural Land Evaluation and Site Assessment
Model (1997) prepared by the California Dept. of
Conservation as an optional model to use in assessing impacts
on agriculture and farmland. Would the project:
a) Convert Prime Farmland, Unique Farmland, or Farmland
of Statewide Importance (Farmland), as shown on the maps
prepared pursuant to the Farmland Mapping and Monitoring
Program of the California Resources Agency, to non-
agricultural use? ❑ ❑
b) Conflict with existing zoning for agricultural use, or a
Williamson Act contract? ❑ ❑
c) Involve other changes in the existing environment which,
due to their location or nature, could result in conversion of
Farmland, to non-agricultural use?
III. AIR QUALITY: Where available, the significance
criteria established by the applicable air quality management
or air pollution control district may be relied upon to make the
following determinations. Would the project:
a) Conflict with or obstruct implementation of the applicable
air quality plan? ❑
b) Violate any air quality standard or contribute substantially
to an existing or projected air quality violation? ❑ ❑ EJ
c) Result in a cumulatively considerable net increase of any
criteria pollutant for which the project region is non -
attainment under an applicable federal or state ambient air
quality standard (including releasing emissions which exceed
quantitative thresholds for ozone precursors)? ❑
d) Expose sensitive receptors to substantial pollutant
concentrations? ❑ ❑
e) Create objectionable odors affecting a substantial number
of people? E] El
No Substantial
New
More
Change From
Significant
Severe
Previous
I. AESTHETICS —Would the project:
Impact
Impacts
Analysis
a) Have a substantial adverse effect on a scenic vista?
b) Substantially damage scenic resources, including, but not
limited to, trees, rock outcroppings, and historic buildings
within a state scenic highway?
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c) Substantially degrade the existing visual character or
quality of the site and its surroundings?
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d) Create a new source of substantial light or glare which
would adversely affect day or nighttime views in the area?
El
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II. AGRICULTURE RESOURCES: In determining
whether impacts to agricultural resources are significant
environmental effects, lead agencies may refer to the
California Agricultural Land Evaluation and Site Assessment
Model (1997) prepared by the California Dept. of
Conservation as an optional model to use in assessing impacts
on agriculture and farmland. Would the project:
a) Convert Prime Farmland, Unique Farmland, or Farmland
of Statewide Importance (Farmland), as shown on the maps
prepared pursuant to the Farmland Mapping and Monitoring
Program of the California Resources Agency, to non-
agricultural use? ❑ ❑
b) Conflict with existing zoning for agricultural use, or a
Williamson Act contract? ❑ ❑
c) Involve other changes in the existing environment which,
due to their location or nature, could result in conversion of
Farmland, to non-agricultural use?
III. AIR QUALITY: Where available, the significance
criteria established by the applicable air quality management
or air pollution control district may be relied upon to make the
following determinations. Would the project:
a) Conflict with or obstruct implementation of the applicable
air quality plan? ❑
b) Violate any air quality standard or contribute substantially
to an existing or projected air quality violation? ❑ ❑ EJ
c) Result in a cumulatively considerable net increase of any
criteria pollutant for which the project region is non -
attainment under an applicable federal or state ambient air
quality standard (including releasing emissions which exceed
quantitative thresholds for ozone precursors)? ❑
d) Expose sensitive receptors to substantial pollutant
concentrations? ❑ ❑
e) Create objectionable odors affecting a substantial number
of people? E] El
IV. BIOLOGICAL RESOURCES: - Would the project:
a) Have a substantial adverse effect, either directly or
through habitat modifications, on any species identified as a
candidate, sensitive, or special status species in local or
regional plans, policies, or regulations, or by the California
Department of Fish and Game or U.S. Fish and Wildlife
Service?
b) Have a substantial adverse effect on any riparian habitat
or other sensitive natural community identified in local or
regional plans, policies, regulations or by the California
Department of Fish and Game or U.S. Fish and Wildlife
Service?
c) Have a substantial adverse effect on federally protected
wetlands as defined by Section 404 of the Clean Water Act
(including, but not limited to, marsh, vernal pool, coastal, etc.)
through direct removal, filling, hydrological interruption, or
other means?
d) Interfere substantially with the movement of any native
resident or migratory fish or wildlife species or with
established native resident or migratory wildlife corridors, or
impede the use of native wildlife nursery sites?
e) Conflict with any local policies or ordinances protecting
biological resources, such as a tree preservation policy or
ordinance?
f) Conflict with the provisions of an adopted Habitat
Conservation Plan, Natural Community Conservation Plan, or
other approved local, regional, or state habitat conservation
plan?
V. CULTURAL RESOURCES: -Would the project
a) Cause a substantial adverse change in the significance of
a historical resource as defined in § 15064.5?
b) Cause a substantial adverse change in the significance of
an archaeological resource pursuant to § 15064.5?
c) Directly or indirectly destroy a unique paleontological
resource or site or unique geologic feature?
d) Disturb any human remains, including those interred
outside of formal cemeteries?
VI. GEOLOGY AND SOILS: - Would the project:
a) Expose people or structures to potential substantial
adverse effects, including the risk of loss, injury, or death
involving:
No Substantial
New More Change From
Significant Severe Previous
Impact Impacts Analysis
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i) Rupture of a known earthquake fault, as delineated on the
most recent Alquist-Priolo Earthquake Fault Zoning Map
issued by the State Geologist for the area or based on other
substantial evidence of a known fault? Refer to Division of
Mines and Geology Special Publication 42.
ii) Strong seismic ground shaking?
iii) Seismic -related ground failure, including liquefaction?
iv) Landslides?
b) Result in substantial soil erosion or the loss of topsoil?
c) Be located on a geologic unit or soil that is unstable, or
that would become unstable as a result of the project, and
potentially result in on- or off-site landslide, lateral spreading,
subsidence, liquefaction or collapse?
d) Be located on expansive soil, as defined in Table 18-1-B
of the Uniform Building Code (1994), creating substantial
risks to life or property?
e) Have soils incapable of adequately supporting the use of
septic tanks or alternative wastewater disposal systems where
sewers are not available for the disposal of waste water?
VILHAZARDS AND HAZARDOUS MATERIALS:
Would the project:
a) Create a significant hazard to the public or the
environment through the routine transport, use, or disposal of
hazardous materials?
b) Create a significant hazard to the public or the
environment through reasonably foreseeable upset and
accident conditions involving the release of hazardous
materials into the environment?
c) Emit hazardous emissions or handle hazardous or acutely
hazardous materials, substances, or waste within one-quarter
mile of an existing or proposed school?
d) Be located on a site which is included on a list of
hazardous materials sites compiled pursuant to Government
Code Section 65962.5 and, as a result, would it create a
significant hazard to the public or the environment?
e) For a project located within an airport land use plan or,
where such a plan has not been adopted, within two miles of a
public airport or public use airport, would the project result in
a safety hazard for people residing or working in the project
area?
f) For a project within the vicinity of a private airstrip,
would the project result in a safety hazard for people residing
or working in the project area?
No Substantial
New More Change From
Significant Severe Previous
Impact Impacts Analysis
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g) Impair implementation of or physically interfere with an
adopted emergency response plan or emergency evacuation
plan?
h) Expose people or structures to a significant risk of loss,
injury or death involving wildland fires, including where
wildlands are adjacent to urbanized areas or where residences
are intermixed with wildlands?
VIII. HYDROLOGY AND WATER OUALITY: — Would
the project:
a) Violate any water quality standards or waste discharge
requirements?
b) Substantially deplete groundwater supplies or interfere
substantially with groundwater recharge such that there would
be a net deficit in aquifer volume or a lowering of the local
groundwater table level (e.g, the production rate of pre-
existing nearby wells would drop to a level which would not
support existing land uses or planned uses for which permits
have been granted)?
c) Substantially alter the existing drainage pattern of the site
or area, including through the alteration of the course of a
stream or river, in a manner which would result in substantial
erosion or siltation on- or off-site?
d) Substantially alter the existing drainage pattern of the site
or area, including through the alteration of the course of a
stream or river, or substantially increase the rate or amount of
surface runoff in a manner which would result in flooding on -
or off-site?
e) Create or contribute runoff water which would exceed the
capacity of existing or planned stormwater drainage systems
or provide substantial additional sources of polluted runoff? ,
f) Otherwise substantially degrade water quality?
g) Place housing within a 100 -year flood hazard area as
mapped on a federal Flood Hazard Boundary or Flood
Insurance Rate Map or other flood hazard delineation map?
h) Place within a 100 -year flood hazard area structures
which would impede or redirect flood flows?
i) Expose people or structures to a significant risk of loss,
injury or death involving flooding as a result of the failure of a
levee or dam?
j) Inundation by seiche, tsunami, or mudflow?
IX. LAND USE AND PLANNING — Would the project
a) Physically divide an established community?
No Substantial
New More Change From
Significant Severe Previous
Impact Impacts Analysis
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b) Conflict with any applicable land use plan, policy, or
regulation of an agency with jurisdiction over the project
(including, but not limited to the general plan, specific plan,
local coastal program, or zoning ordinance) adopted for the
purpose of avoiding or mitigating an environmental effect?
c) Conflict with any applicable habitat conservation plan or
natural community conservation plan?
X. MINERAL RESOURCES— Would the project:
a) Result in the loss of availability of a known mineral
resource that would be of value to the region and the residents
of the state?
b) Result in the loss of availability of a locally -important
mineral resource recovery site delineated on a local general
plan, specific plan or other land use plan?
XI. NOISE
Would the project result in
a) Exposure of persons to or generation of noise levels in
excess of standards established in the local general plan or
noise ordinance, or applicable standards of other agencies?
b) Exposure of persons to or generation of excessive
groundborne vibration or groundbome noise levels?
c) A substantial permanent increase in ambient noise levels
in the project vicinity above levels existing without the
project?
d) A substantial temporary or periodic increase in ambient
noise levels in the project vicinity above levels existing
without the project?
e) For a project located within an airport land use plan or,
where such a plan has not been adopted, within two miles of a
public airport or public use airport, would the project expose
people residing or working in the project area to excessive
noise levels?
f) For a project within the vicinity of a private airstrip,
would the project expose people residing or working in the
project area to excess noise levels?
XII. POPULATION AND HOUSING — Would the project:
a) Induce substantial population growth in an area, either
directly (for example, by proposing new homes and
businesses) or indirectly (for example, through extension of
roads or other infrastructure)?
b) Displace substantial numbers of existing housing,
necessitating the construction of replacement housing
elsewhere?
No Substantial
New More Change From
Significant Severe Previous
Impact Impacts Analysis
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XIII. PUBLIC SERVICES
a) Would the project result in substantial adverse physical
impacts associated with the provision of new or physically
altered governmental facilities, need for new or physically
altered governmental facilities, the construction of which
could cause significant environmental impacts, in order to
maintain acceptable service ratios, response times or other
performance objectives for any of the public services:
Fire protection?
Police protection?
Schools?
Parks?
Other public facilities?
XIV. RECREATION —
a) Would the project increase the use of existing
neighborhood and regional parks or other recreational
facilities such that substantial physical deterioration of the
facility would occur or be accelerated?
b) Does the project include recreational facilities or require
the construction or expansion of recreational facilities which
might have an adverse physical effect on the environment?
XV.TRANSPORTATIONITRAFFIC — Would the project
a) Cause an increase in traffic which is substantial in relation
to the existing traffic load and capacity of the street system
(i.e. result in a substantial increase in either the number of
vehicle trips, the volume to capacity ratio on roads, or
congestion at intersections)?
b) Exceed, either individually or cumulatively, a level of
service standard established by the county congestion
management agency for designated roads or highways?
c) Result in a change in air traffic patterns, including either
an increase in traffic levels or a change in location that results
in substantial safety risks?
d) Substantially increase hazards due to a design feature (e.g.
sharp curves or dangerous intersections) or incompatible uses
(e.g., farm equipment)?
e) Result in inadequate emergency access?
f) Result in inadequate parking capacity?
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No Substantial
New
More
Change From
Significant
Severe
Previous
Impact
Impacts
Analysis
c) Displace substantial numbers of people, necessitating the
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construction of replacement housing elsewhere? ❑
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XIII. PUBLIC SERVICES
a) Would the project result in substantial adverse physical
impacts associated with the provision of new or physically
altered governmental facilities, need for new or physically
altered governmental facilities, the construction of which
could cause significant environmental impacts, in order to
maintain acceptable service ratios, response times or other
performance objectives for any of the public services:
Fire protection?
Police protection?
Schools?
Parks?
Other public facilities?
XIV. RECREATION —
a) Would the project increase the use of existing
neighborhood and regional parks or other recreational
facilities such that substantial physical deterioration of the
facility would occur or be accelerated?
b) Does the project include recreational facilities or require
the construction or expansion of recreational facilities which
might have an adverse physical effect on the environment?
XV.TRANSPORTATIONITRAFFIC — Would the project
a) Cause an increase in traffic which is substantial in relation
to the existing traffic load and capacity of the street system
(i.e. result in a substantial increase in either the number of
vehicle trips, the volume to capacity ratio on roads, or
congestion at intersections)?
b) Exceed, either individually or cumulatively, a level of
service standard established by the county congestion
management agency for designated roads or highways?
c) Result in a change in air traffic patterns, including either
an increase in traffic levels or a change in location that results
in substantial safety risks?
d) Substantially increase hazards due to a design feature (e.g.
sharp curves or dangerous intersections) or incompatible uses
(e.g., farm equipment)?
e) Result in inadequate emergency access?
f) Result in inadequate parking capacity?
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g) Conflict with adopted policies, plans, or programs
supporting alternative transportation (e.g., bus turnouts,
bicycle racks)?
XVI. UTILITIES AND SERVICE SYSTEMS —
Would the project:
a) Exceed wastewater treatment requirements of the
applicable Regional Water Quality Control Board?
b) Require or result in the construction of new water or
wastewater treatment facilities or expansion of existing
facilities, the construction of which could cause significant
environmental effects?
c) Require or result in the construction of new storm water
drainage facilities or expansion of existing facilities, the
construction of which could cause significant environmental
effects?
d) Have sufficient water supplies available to serve the
project from existing entitlements and resources, or are new or
expanded entitlements needed?
e) Result in a determination by the wastewater treatment
provider which serves or may serve the project that it has
adequate capacity to serve the project's projected demand in
addition to the provider's existing commitments?
f) Be served by a landfill with sufficient permitted capacity
to accommodate the project's solid waste disposal needs?
g) Comply with federal, state, and local statutes and
regulations related to solid waste?
XVII. MANDATORY FINDINGS OF SIGNIFICANCE
a) Does the project have the potential to degrade the quality
of the environment, substantially reduce the habitat of a fish or
wildlife species, cause a fish or wildlife population to drop
below self-sustaining levels, threaten to eliminate a plant or
animal community, reduce the number or restrict the range of
a rare or endangered plant or animal or eliminate important
examples of the major periods of California history or
prehistory?
b) Does the project have impacts that are individually
limited, but cumulatively considerable? ("Cumulatively
considerable" means that the incremental effects of a project
are considerable when viewed in connection with the effects
of past projects, the effects of other current projects, and the
effects of probable future projects)?
c) Does the project have environmental effects which will
cause substantial adverse effects on human beings, either
directly or indirectly?
No Substantial
New More Change From
Significant Severe Previous
Impact Impacts Analysis
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EXHIBIT 1
EVALUATION OF ENVIRONMENTAL IMPACTS
CONVEYANCE OF FORMER MCAS TUSTIN PROPERTY TO SOCCCD
BACKGROUND
The former Marine Corps Air Station (MCAS) Tustin was officially closed on July 2, 1999 as a
result of recommendations of the Federal Base closure and Realignment Commission The City was
designated as the Local Redevelopment Authority (LRA) for the reuse of MCAS Tustin and acting
as such approved a Reuse Plan that provides for future land uses at the former MCAS Tustin on
October 1996 and subsequently amended on September 1998 ("the Reuse Plan"). The Reuse Plan
was subsequently reviewed and approved by the United States Department of Housing and Urban
Development (HUD) as consistent with federal law regarding the Homeless. Zoning and land
development regulations were adopted consistent with the Reuse Plan with the City's approval of
the MCAS Tustin Specific Plan on February 3, 2003.
In accordance with the provisions of the National Environmental Policy Act ("NEPA") of 1969, as
amended, and the California Environmental Quality Act ("CEQA"), the federal government and
City prepared a Joint Final Environmental Impact Statement/Environmental Impact Report
(Program FEIS/EIR) for the reuse and disposal of MCAS Tustin. On January 16, 2001, the City of
Tustin certified the Program FEIS/EIR. The Navy subsequently issued a Record of Decision
("NEPA ROD") regarding the disposal of the former MCAS on March 2, 2001.
On May 13, 2002, 977 acres at the former MCAS Tustin were deed conveyed to the City and 176
acres were leased to the City as part of a "No -Cost" Economic Development Conveyance
("EDC") of property at the former MCAS Tustin, to be used and developed in accordance with
the Reuse Plan.
The proposed actions are collectively defined to be a "project" under the California Environmental
Quality Act (CEQA) Section 21065 and are indicated below:
• Agreement between the City of Tustin and the South Orange County Community
College District (SOCCCD) for Conveyance of a portion of MCAS Tustin and
establishment of an Advanced Technology Educational Campus.
■ Quitclaim deed conveyance from the City of Tustin to the SOCCCD of three (3)
parcels generally described as Parcel I -E-1.1, I -E-3 and I -E.4 totaling 37.66 acres.
■ Sublease from the City of Tustin to the SOCCCD of three (3) parcels generally
described as Parcel IV -J-4, IV -J-5 and IV -J-6.
• Bill of Sale for Miscellaneous Personal Property and Utility Distribution Systems
Located Within the Above Referenced Quitclaim and Leased Property.
Any additional development plans specifically proposed in the future by the SOCCCD or their
assignees or sublessees could be subject to subsequent environmental review under CEQA as may
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 2
be required by law. The following information provides background support for the conclusions
identified in the Initial Study Checklist.
l .l BRI 111311 [W
a) Have a substantial adverse effect on a scenic vista?
b) Substantially damage scenic resources, including, but not limited to, trees, rock
outcroppings, and historic buildings within a state scenic highway?
c) Substantially degrade the existing visual character or quality of the site and its
surroundings?
d) Create a new source of substantial light or glare, which would adversely affect
day or nighttime views in the area?
The proposed disposal of real and personal property to SOCCCD will not directly cause
aesthetic impacts. The project site is not located on a scenic highway nor will it affect a
scenic vista. Property transfer to and reuse activities by the SOCCCD have been
previously considered within the Program FEIS/EIR for MCAS Tustin and have been
found to have no demonstrable negative aesthetic effect on the site. Historically, the
Marine Corps has previously installed and utilized lighting within the project site to
illuminate their activities and for safety and security. Implementation of reuse activities
and development at the properties conveyed could be subject to subsequent environmental
review under CEQA as may be required by law. No substantial change is expected from
the analysis previously completed in the Program FEIS/EIR for MCAS Tustin.
Mitigation/Monitoring Required.• Compliance with existing rules and regulations is not
mitigation under CEQA. Consequently, no mitigation is required.
Sources: Field Observations
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-58
through 3-67, 4-81 through 4-92, and 7-22 through 7-24)
Reuse Plan/Specific Plan for MCAS Tustin (Pages 2-186 through 2-194 and
3-33 through 3-37).
Tustin General Plan
II. AGRICULTURE
a) Convert Prime Farmland, Unique Farmland, or Farmland of Statewide
Importance (Farmland), as shown on the maps prepared pursuant to the
Farmland Mapping and Monitoring Program of the California Resources
Agency, to non-agricultural use?
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 3
b) Conflict with existing zoning for agricultural use, or a Williamson Act contract?
c) Involve other changes in the existing environment which, due to their location or
nature, could result in conversion of Farmland, to non-agricultural use?
The proposed disposal of real and personal property to SOCCCD will not directly cause
agricultural resources impacts. The proposed projects and leased site in particular are
largely developed for urban uses. All farmland activities at the base have ceased, although
renewed farming activities could occur elsewhere as a potential City of Tustin sublease
function. As such the projects would not convert prime farmland, unique farmland or
farmland of statewide importance as shown on maps prepared pursuant to the Farmland
Managing and Monitoring Program of the California Resources Agency, to non-
agricultural use. Also, the property is not zoned for agricultural use or a Williamson Act
Contract, nor does the proposed use involve other change in the existing environment that
could result in the conversion of farmland to non-agricultural use. No substantial change is
expected from the analysis previously completed in the Program FEIS/EIR for MCAS
Tustin.
Mitigation/Monitoring Required. No mitigation is required.
Sources: Field Observations
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-83
through 3-87, 4-109 through 4-114, and 7-27 through 7-28)
Reuse Plan/Specific Plan for MCAS Tustin (Pages 3-33 through 3-37).
Tustin General Plan
III. AIR QUALITY
a) Conflict with or obstruct implementation of the applicable air quality plan?
b) Violate any air quality standard or contribute substantially to an existing or
projected air quality violation?
c) Result in a cumulatively considerable net increase of any criteria pollutant for
which the project region is non -attainment under an applicable federal or state
ambient air quality standard (including releasing emissions that exceed
quantitative thresholds for ozone precursors)?
d) Expose sensitive receptors to substantial pollutant concentrations?
e) Create objectionable odors affecting a substantial number of people?
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 4
The proposed disposal of real and personal property to SOCCCD will not directly cause air
quality impacts. The proposed projects would not result in a violation of any air quality
standard or contribute to an existing or projected air quality violation. Neither would they
alter air movement, moisture, or temperature, or cause any change in climate. The
proposed disposal of real and personal property would not conflict with or obstruct
implementation of any air quality plan or result in a cumulatively considerable net increase
of any criteria pollutant. Implementation of reuse activities and development at the
properties conveyed could be subject to subsequent environmental review under CEQA as
may be required by law. No substantial change is expected from the analysis previously
completed in the Program FEIS/EIR for MCAS Tustin.
Mitigation/Monitoring Required: Specific mitigation measures have been adopted by the
Tustin City Council in certifying the Program FEIS/EIR. However, the Program FEIS/EIR
also concluded that Reuse Plan related operational air quality impacts were significant and
impossible to fully mitigate. A Statement of Overriding Consideration for the Program
FEIS/EIR was adopted by the Tustin City Council on January 16, 2001.
Sources: Field Observations
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-143
throughl53, 4-207 through 4-230 and pages 7-41 through 7-42)
Reuse Plan/Specific Plan for MCAS Tustin (Pages 3-33 through 3-37).
Tustin General Plan
IV. BIOLOGICAL RESOURCES
a) Have a substantial adverse effect, either directly or through habitat
modifications, on any species identified as a candidate, sensitive, or special
status species in local or regional plans, policies, or regulations, or by the
California Department of Fish and Game or U.S. Fish and Wildlife Service?
b) Have a substantial adverse effect on any riparian habitat or other sensitive
natural community identified in local or regional plans, policies, regulations, or
by the California Department of Fish and Game or U.S. Fish and Wildlife
Service?
c) Have a substantial adverse effect on federally protected wetlands as defined by
Section 404 of the Clean Water Act (including, but not limited to, marsh, vernal
pool, coastal, etc.) through direct removal, filling, hydrological interruption, or
other means?
d) Interfere substantially with the movement of any native resident or migratory
fish or wildlife species or with established native resident or migratory wildlife
corridors, or impede the use of native wildlife nursery sites?
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 5
e) Conflict with any local policies or ordinances protecting biological resources, such
as a tree preservation policy or ordinance?
f) Conflict with the provisions of an adopted Habitat Conservation Plan, Natural
Community Conservation Plan, or other approved local, regional or state habitat
conservation plan?
The proposed disposal of real and personal property to SOCCCD will not directly cause
biological resources impacts. The Program FEIS/EIR found that implementation of the
Reuse Plan (including property disposal and SOCCCD implementation activities described
in the Reuse Plan) would not result in impacts to federally listed threatened or endangered
plant or animal species. Implementation of reuse activities and development at the
properties conveyed could be subject to subsequent environmental review under CEQA as
may be required by law. No substantial change is expected from the analysis previously
completed in the Program FEIS/EIR for MCAS Tustin.
Mitigation/Monitoring Required: Mitigation measures have been adopted by the Tustin
City Council in the Program FEIS/EIR.
Sources: Field Observations
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-75
through 3-82, 4-103 through 4-108, and 7-26 through 7-27)
Reuse Plan/Specific Plan for MCAS Tustin (Pages 3-33 through 3-37).
Tustin General Plan
V. CULTURAL RESOURCES
a) Cause a substantial adverse change in the significance of a historical resource as
defined in §15064.5?
b) Cause a substantial adverse change in the significance of an archaeological
resource pursuant to § 15064.5?
c) Directly or indirectly destroy a unique paleontological resource or site or unique
geologic feature?
d) Disturb any human remains, including those interred outside of formal
cemeteries?
The proposed disposal of real and personal property to SOCCCD will not directly cause
cultural resources impacts. Implementation of reuse activities and development at the
properties conveyed could be subject to subsequent environmental review under CEQA as
may be required by law. Two blimp hangars and related landing pads form two
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 6
discontiguous historic districts that were eligible for inclusion in the National Register. The
proposed project site does not include any portion of the historic district nor is the site
contiguous to any sensitive historic resource. In addition, numerous archaeological surveys
have been conducted at the former MCAS Tustin site. In 1988, the State Office of Historic
Preservation (SHPO) provided written concurrence that all open spaces on MCAS Tustin
had been adequately surveyed for archaeological resources. Although one archaeological
site (CA -ORA -381) has been recorded within the Reuse Plan area, it is believed to have
been destroyed. It is possible that previously unidentified buried archaeological or
paleontological resources within the project site could be significantly impacted by grading
and construction activities conducted at the site. No substantial change is expected from the
analysis previously completed in the Program FEIS/EIR for MCAS Tustin.
Mitigation/Monitoring Required: Mitigation measures have been adopted by the Tustin City
Council in the Program FEIS/EIR.
Sources: Field Observations
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-68
through 3-74, 4-93 through 4-102 and 7-24 through 7-26)
Reuse Plan/Specific Plan for MCAS Tustin (Pages 3-33 through 3-37).
Tustin General Plan
VI. GEOLOGY AND SOILS
a) Expose people or structures to potential substantial adverse effects, including
the risk of loss, injury, or death involving:
• Rupture of a known earthquake fault, as delineated on the most recent
Alquist-Priolo Earthquake Fault Zoning map, issued by the State
Geologist for the area or based on other substantial evidence of a known
fault? Refer to Division of Mines and Geology Special Publication 42.
• Strong seismic ground shaking?
• Seismic -related ground failure, including liquefaction?
• Landslides?
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 7
b) Result in substantial soil erosion or the loss of topsoil?
c) Be located on a geologic unit or soil that is unstable, or that would become
unstable as a result of the project, and potentially result in on- or off-site
landslide, lateral spreading, subsidence, liquefaction or collapse?
d) Be located on expansive soil, as defined in Table 18-1-B of the Uniform
Building Code (1994), creating substantial risks to life or property?
e) Have soils incapable of adequately supporting the use of septic tanks or
alternative wastewater disposal systems where sewers are not available for
the disposal of wastewater?
The proposed disposal of real and personal property to SOCCCD will not directly cause
geology and soils resources impacts. Implementation of reuse activities and development at
the properties conveyed could be subject to subsequent environmental review under CEQA
as may be required by law. The Program FEIS/EIR indicates that impacts to soils and
geology resulting from implementation activities would "include non -seismic hazards (such
as local settlement, regional subsidence, expansive soils, slope instability, erosion, and
mudflows) and seismic hazards (such as surface fault displacement, high-intensity ground
shaking, ground failure and lurching, seismically induced settlement, and flooding
associated with dam failure." The Program FEIS/EIR for MCAS Tustin has concluded that
compliance with state and local regulations and standards, along with established
engineering procedures and techniques, would avoid unacceptable risk or the creation of
significant impacts related to such hazards. No substantial change is expected from the
analysis previously completed in the Program FEIS/EIR for WAS Tustin.
Mitigation/Monitoring Required: No mitigation is required.
Sources: Field Observations
Program FEIS/EIR for Disposal and Reuse of WAS Tustin (Pages 3-88
through 3-97, 4-115 through 4-123 and 7-28 through 7-29)
Reuse Plan/Specific Plan for WAS Tustin (Pages 3-33 through 3-37).
Tustin General Plan
VII. HAZARDS AND HAZARDOUS MATERIALS
a) Create a significant hazard to the public or the environment through the routine
transport, use or disposal of hazardous materials?
b) Create a significant hazard to the public or the environment through reasonable
foreseeable upset and accident conditions involving the release of hazardous
materials into the environment?
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 8
c) Emit hazardous emissions or handle hazardous or acutely hazardous materials,
substances, or waste within one-quarter mile of an existing or proposed school?
d) Be located on a site which is included on a list of hazardous materials sites
compiled pursuant to Government code Section 65962.5 and, as a result, would it
create a significant hazard to the public or the environment?
e) For a project located within an airport land use plan or, where such a plan has
not been adopted, within two miles or a public airport or public use airport,
would the project result in a safety hazard for people residing or working in the
project area?
f) For a project within the vicinity of a private airstrip, would the project result in
a safety hazard for people residing or working in the project area?
g) Impair implementation of or physically interfere with an adopted emergency
response plan or emergency evacuation plan?
h) Expose people or structures to a significant risk of loss, injury or death involving
wildland fires, including where wildlands are adjacent to urbanized areas or
where residences are intermixed with wildlands?
The proposed disposal of real and personal property to SOCCCD will not directly cause
hazardous materials or other hazard impacts. The Navy has approved a Finding of
Suitability to Transfer (FOST) determining that the Quitclaim portions of the project are
suitable for reuse as planned within the Reuse Plan for MCAS Tustin. The Navy has also
approved a Finding of Suitability to Lease (FOSL) and Lease in Furtherance of Conveyance
to the City of Tustin that indicates that certain environmental concerns exist within the
leased "Carve -Out' portion of the site. Lease restrictions have been imposed upon the City
as lessee (and subsequently the SOCCCD as the sub -lessee) by the Navy that are intended to
protect human health and the environment while military contamination at the site is
remediated. Sub -lease activities will also be constrained by these restrictions. In addition,
the project site is located within the boundaries of the Airport Environs Land Use Plan,
however, it is at least 4 miles from John Wayne Airport, does not lie within a flight
approach or departure corridor and thus does not pose an aircraft related safety hazard for
future residents or workers. The project site is also not located in a wildland fire danger
area. Implementation of reuse activities and development at the properties conveyed could
be subject to subsequent environmental review under CEQA as may be required by law.
No substantial change is expected from the analysis previously completed in the Program
FEIS/EIR for MCAS Tustin.
Mitigation/Monitoring Required: No mitigation is required.
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 9
Sources: Field Observation
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin pages (3-106
through 3-117, 4-130 through 4-138 and 7-30 through 7-31)
Reuse Plan/Specific Plan for MCAS Tustin (Pages 3-33 through 3-37)
Finding of Suitability to Transfer (FOST) for Parcel 5, MCAS Tustin
Tustin General Plan.
VIII. HYDROLOGY AND WATER QUALITY
a) Violate any water quality standards or waste discharge requirements?
b) Substantially deplete groundwater supplies or interfere substantially with
groundwater recharge, such that there would be a net deficit in aquifer volume or a
lowering of the local groundwater table level (e.g., the production rate of pre-
existing nearby wells would drop to a level which would not support existing land
uses or planned uses for which permits have been granted)?
c) Substantially alter the existing drainage pattern of the site or area, including
through the alteration of the course of a stream or river, in a manner which would
result in flooding on- or off-site?
d) Substantially alter the existing drainage pattern of the site or area, including
through the alteration of the course of a stream or river, or substantially increase
the rate or amount of surface runoff in a manner, which would result in flooding on -
or off-site?
e) Create or contribute runoff water which would exceed the capacity of existing or
planned storm water drainage systems or provide substantial additional sources of
polluted runoff?
f) Otherwise substantially degrade water quality?
g) Place housing within a 100 -year flood hazard area as mapped on a federal Flood
hazard Boundary of Flood Insurance Rate Map or other flood hazard delineation
map?
h) Place within a 100 -year flood hazard area structures, which would impede or
redirect flood flows?
i) Expose people or structures to a significant risk of loss, injury or death involving
flooding, including flooding as a result of the failure of a levee or dam?
j) Inundation by seiche, tsunami, or mudflow?
The proposed disposal of real and personal property to SOCCCD will not directly cause
hydrology and water resources impacts. No long-term impacts to hydrology and water
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 10
quality are anticipated for the proposed projects. The proposed projects will not impact
groundwater in the deep regional aquifer or shallow aquifer. The proposed projects will not
include groundwater removal or alteration of historic drainage patterns at the site.
Implementation of reuse activities and development at the properties conveyed could be
subject to subsequent environmental review under CEQA as may be required by law.
Construction operations at the site would be required to comply with the Total Maximum
Daily Load (TMDL) for the Newport Bay watershed that requires compliance with the
Drainage Area Master Plan (DAMP) and National Pollution Discharge Elimination System
(NPDES) and the implementation of specific best management practices (BMP).
Compliance with state and local regulations and standards, along with established
engineering procedures and techniques, would most likely avoid unacceptable risk or the
creation of significant impacts related to such hazards. No substantial change is expected
from the analysis previously completed in the Program FEIS/EIR for MCAS Tustin.
Mitigation/Monitoring Required: No mitigation is required.
Sources: Field Observation
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-98
through 3-105, 4-124 through 4-129 and 7-29 through 7-30)
Reuse Plan/Specific Plan for WAS Tustin (Pages 3-33 through 3-37)
FEMA Map (1999)
Tustin General Plan
IX. LAND USE AND PLANNING
a) Physically divide an established community?
b) Conflict with any applicable land use plan, policy, or regulation of an agency
with jurisdiction over the project (including, but not limited to the general plan,
specific plan, local coastal program, or zoning ordinance) adopted for the
purpose of avoiding or mitigating an environmental effect?
c) Conflict with any applicable habitat conservation plan or natural community
conservation plan?
The proposed disposal of real and personal property to SOCCCD will not directly cause
land use and planning impacts. The City of Tustin is the controlling authority over
implementation of the Reuse Plan for the former base, such as land use designations, zoning
categories, recreation and open space areas, major arterial roadways, urban design, public
facilities, and infrastructure systems. On January 16, 2001, the Tustin City Council
approved a General Plan Amendment that established an MCAS Specific Plan General Plan
land use designation for the site, creating a consistent policy and regulations governing the
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 11
redevelopment of MCAS Tustin. On February 3, 2003, the Tustin City Council formally
adopted the WAS Tustin Specific Plan as the land use regulations for the former base. The
Reuse Plan/Specific Plan for MCAS Tustin provides guidance on the redevelopment of the
subject site. Also, the proposed projects will not conflict with any habitat conservation plan
or natural community conservation plan. However, there is a potential for land use
incompatibility with adjacent uses or internally if site redevelopment activities are not
sensitively designed. Individual site-specific compatibility impacts could be addressed by
appropriate site design such as buffering screening, setbacks, landscaping, etc. An
Agreement between the City of Tustin and SOCCCD ensures community review and design
feedback of new building designs within the site. Implementation of reuse activities and
development at the properties conveyed could be subject to subsequent environmental
review under CEQA as may be required by law. Compliance with state and local
regulations and standards would avoid the creation of significant land use and planning
impacts. No substantial change is expected from the analysis previously completed in the
Program FEIS/EIR for MCAS Tustin.
Mitigation/Monitoring Required_ Compliance with existing rules and regulations is not
mitigation under CEQA. Consequently, no mitigation is required.
Sources: Field Observation
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-3 to
3-17, 4-3 to 4-13 and 7-16 to 7-18)
Reuse Plan/Specific Plan for MCAS Tustin (Pages 3-33 through 3-37).
Tustin General Plan
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 12
X. MINERAL RESOURCES
a) Result in the loss of availability of a known mineral resource that would be a
value to the region and the residents of the state?
b) Result in the loss of availability of a locally important mineral resource recovery
site delineated on a local general plan, specific plan or other land use plan?
The proposed disposal of real and personal property to SOCCCD will not directly cause
mineral resources impacts. Chapter 3.9 of the Program FEIS/EIR indicates that no mineral
resources are known to occur anywhere within the Reuse Plan area. Implementation of
reuse activities and development at the properties conveyed could be subject to subsequent
environmental review under CEQA as may be required by law. No substantial change is
expected from the analysis previously completed in the Program FEIS/EIR for MCAS
Tustin.
Mitigation/Monitoring Required: No mitigation is required.
Sources: Field Observation
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin (Page 3-91)
Reuse Plan/Specific Plan for MCAS Tustin (Pages 3-33 through 3-37).
Tustin General Plan
XI. NOISE
a) Exposure of persons to or generation of noise levels in excess of standards
established in the local general plan or noise ordinance, or applicable standards
of other agencies?
b) Exposure of persons to or generation of excessive ground borne vibration or
ground borne noise levels?
c) A substantial permanent increase in ambient noise levels in the project vicinity
above levels existing without the project?
d) A substantial temporary or periodic increase in ambient noise levels in the
project vicinity above levels existing without the project?
e) For a project located within an airport land use plan or, where such a plan has
not been adopted, within two miles of a public airport or public use airport,
would the project expose people residing or working in the project area to
excessive noise levels?
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 13
I) For a project within the vicinity of a private airstrip, would the project expose
people residing or working in the project area to excessive noise levels?
The proposed disposal of real and personal property to SOCCCD will not directly cause
noise impacts. Implementation of reuse activities and development at the properties
conveyed could be subject to subsequent environmental review under CEQA as may be
required by law. The Program FEIS/EIR indicates that full build -out of the base will create
noise impacts that would be considered significant if noise levels experienced by sensitive
receptors would exceed those considered "normally acceptable" for the applicable land use
categories in the Noise Elements of the Tustin General Plan. No substantial change is
expected from the analysis previously completed in the approved EIS/EIR for MCAS
Tustin. However, the City of Tustin and SOCCCD will ensure that construction projects
would be sound attenuated against present and projected noise so as not to exceed an
exterior noise standard of 65 dB CNEL in outdoor living areas and an interior standard of 45
dB CNEL in all habitable rooms (or other applicable state requirements for educational
reuse) to reduce noise related impacts to a level of insignificance. Compliance with state
and local regulations and standards, along with established engineering procedures and
techniques, will avoid unacceptable risk or the creation of significant impacts related to such
hazards.
Mitigation/Monitoring Required: Mitigation measures have been adopted by the Tustin
City Council in the Program FEIS/EIR.
Sources: Field Observation
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-154 to
3-162, 4-231 to 4-243 and 7-42 to 7-43)
Reuse Plan/Specific Plan for MCAS Tustin (Pages 3-33 through 3-37).
Tustin General Plan
XII. POPULATION & HOUSING
a) Induce substantial population growth in an area, either directly (for example, by
proposing new homes and businesses) or indirectly (for example, through
extension of roads or other infrastructure)?
b) Displace substantial numbers of existing housing, necessitating the construction
of replacement housing elsewhere?
c) Displace substantial numbers of people, necessitating the construction of
replacement housing elsewhere?
The proposed disposal of real and personal property to SOCCCD will not directly cause
population and housing impacts. Implementation of reuse activities and development at the
properties conveyed could be subject to subsequent environmental review under CEQA as
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 14
may be required by law. No substantial change is expected from the analysis previously
completed in the Program FEIS/EIR for MCAS Tustin.
Mitigation/Monitoring Required: No mitigation is required.
Sources: Field Observations
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-18 to
3-34, 4-14 to 4-29 and 7-18 to 7-19)
Reuse Plan/Specific Plan for MCAS Tustin (Pages 3-33 through 3-37).
Tustin General Plan
XIII. PUBLIC SERVICES
a) Would the project result in substantial adverse physical impacts associated with
the provision of new or physically altered governmental facilities, need for new
or physically altered governmental facilities, the construction of which could
cause significant environmental impacts, in order to maintain acceptable service
ratios, response times or other performance objectives for any of the public
services:
The proposed disposal of real and personal property to SOCCCD will not directly cause
public services impacts. Prior to base closure, the Marine Corps provided public services to
the base's inhabitants including fire and police protection services, day-care, libraries,
recreation facilities, etc. to the base property (with cooperative agreements with the local
community for fire and police support services). Military dependents of school age typically
attended local schools. The proposed projects are not expected to increase the demands for
fire and police protection services, schools, libraries, recreation facilities and biking/hiking
trails previously placed on the community by the military prior to base closure.
Implementation of reuse activities and development at the properties conveyed could be
subject to subsequent environmental review under CEQA as may be required by law. No
substantial change is expected from the analysis previously completed in the approved
Program FEIS/EIR for MCAS Tustin.
Mitigation/Monitoring Required: No mitigation is required.
Sources: Field Observation
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-47 to
3-57, 4-56 to 4-80 and 7-21 to 7-22)
Reuse Plan/Specific Plan for MCAS Tustin (Pages 3-33 through 3-37).
Tustin General Plan
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 15
/'4►rP:10]all eIV Yfoo
a) Would the project increase the use of existing neighborhood and regional parks
or other recreational facilities, such that substantial physical deterioration of the
facility would occur or be accelerated?
b) Does the project include recreational facilities or require the construction or
expansion of recreational facilities, which might have an adverse physical effect on
the environment?
The proposed disposal of real and personal property to SOCCCD will not directly cause
recreation impacts. Implementation of reuse activities and development at the properties
conveyed could be subject to subsequent environmental review under CEQA as may be
required by law. The proposed projects would not generate a use of existing neighborhood,
regional parks or other recreational facilities. No substantial change is expected from the
analysis previously completed in the Program FEIS/EIR for MCAS Tustin.
Mitigation/Monitoring Required: No mitigation is required.
Sources: Field Observation
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin pages 3-47 to 3-
57, 4-56 to 4-80 and 7-21 to 7-22
Reuse Plan/Specific Plan for MCAS Tustin (Pages 3-33 through 3-37)
Tustin Parks and Recreation Services Department
Tustin General Plan
XV. TRANSPORTATION & CIRCULATION
a) Cause an increase in traffic, which is substantial in relation to the existing traffic
load and capacity of the street system (i.e., result in a substantial increase in either
the number of vehicle trips, the volume to capacity ratio on roads, or congestion at
intersections)?
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 16
b) Exceed, either individually or cumulatively, a level of service standard
established by the county congestion management agency for designated roads
or highways?
c) Result in a change in air traffic patterns, including either an increase in traffic
levels or a change in location that results in substantial safety risks?
d) Substantially increase hazards due to a design feature (e.g., sharp curves or
dangerous intersections) or incompatible uses (e.g., farm equipment)?
e) Result in inadequate emergency access?
I) Result in inadequate parking capacity?
g) Conflict with adopted policies, plans, or programs supporting alternative
transportation (e.g., bus turnouts, bicycle racks)?
The proposed disposal of real and personal property to SOCCCD will not directly cause
transportation and circulation impacts. The Program FEIS/EIR assumed that the Learning
Village would be disposed of to the SOCCCD as indicated in the approved Reuse Plan
and Errata for use as a future educational campus. Implementation of reuse activities and
development at the properties conveyed could be subject to subsequent environmental
review under CEQA as may be required by law. Through the Agreement between the City
of Tustin and SOCCCD, new development within the site will be reviewed and evaluated,
accounting for the cumulative ADT generated by development projects, to ensure the
construction of necessary roadway improvements as each ADT threshold is reached. In
addition, the SOCCCD will proportionately pay for municipal services, utilities and
infrastructure improvements as required in the EIS/EIR for MCAS Tustin. No substantial
change is expected from the analysis previously completed in the approved EIS/EIR for
MCAS Tustin.
Mitigation/Monitoring Required: Mitigation measures have been adopted by the Tustin City
Council in the Program FEIS/EIR.
Sources: Field Observation
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin (Pages 3-118
through 3-142,4-139 through 4-206 and 7-32 through 7-41)
Reuse Plan/Specific Plan for MCAS Tustin (Pages 3-33 through 3-37).
Tustin General Plan
XVI. UTILITIES & SERVICE SYSTEMS
a) Exceed wastewater treatment requirements of the applicable Regional Water
Quality Control Board?
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 17
b) Require or result in the construction of new water or wastewater treatment
facilities or expansion of existing facilities, the construction of which could cause
significant environmental effects?
c) Require or result in the construction of new storm water drainage facilities or
expansion of existing facilities, the construction of which could cause significant
environmental effects?
g) Have sufficient water supplies available to serve the project from existing
entitlements and resources, or are new or expanded entitlements needed?
e) Result in a determination by the wastewater treatment provider, which serves or
may serve the project that it has adequate capacity to serve the project's
projected demand in addition to the provider's existing commitments?
f) Be served by a landfill with sufficient permitted capacity to accommodate the
project's solid waste disposal needs?
g) Comply with federal, state, and local statutes and regulations related to solid
waste?
The proposed disposal of real and personal property to SOCCCD will not directly cause
utilities impacts. Much of the utility infrastructure supporting the former MCAS Tustin was
originally constructed in the 1940's. Subsequent improvements were made by the military
in a piecemeal fashion in support of a military mission with the existing systems now
determined to be antiquated, undependable and inadequate to support reuse.
Redevelopment of the former MCAS Tustin requires the construction of new backbone
domestic and reclaimed water, sanitary sewer, drainage, electricity, natural gas, telephone,
and cable television systems. New utility backbone systems will be constructed
concurrently with the planned arterial streets depicted in the Reuse Plan for MCAS Tustin.
Construction of these backbone systems would be done in accordance with a phasing plan to
meet utility needs as development of the site proceeds. The Program FEIS/EIR indicates
that a "proposed development not supported by existing utilities would only be approved
when necessary utilities could be provided and financed as conditions of development
approval." However, some utility systems are unavailable or can only temporarily be used
in support of implementation activities until the new backbone systems are in place. The
proposed projects would not result in a need for new landfill service systems or facilities.
Implementation of reuse activities and development at the properties conveyed could be
subject to subsequent environmental review under CEQA as may be required by law. No
substantial change is expected from the analysis previously completed in the Program
FEIS/EIR for MCAS Tustin.
Mitigation/Monitoring Required: No mitigation is required.
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 18
Sources: Field Observations
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin (pages 3-35
through 3-46, 4-32 through 4-55 and 7-20 through 7-21)
Reuse Plan/Specific Plan for MCAS Tustin (Pages 3-33 through 3-37).
Tustin General Plan
XVII. MANDATORY FINDINGS OF SIGNIFICANCE
a) Does the project have the potential to degrade the quality of the environment,
substantially reduce the habitat of a fish or wildlife species, cause a fish or
wildlife population to drop below self-sustaining levels, threaten to eliminate a
plant or animal community, reduce the number or restrict the range of a rare or
endangered plant or animal or eliminate important examples of the major
periods of California history or prehistory?
b) Does the project have impacts that are individually limited, but cumulatively
considerable? ("Cumulatively considerable" means that the incremental effects
of a project are considerable when viewed in connection with the effects of past
projects, the effects of other current projects, and the effects of probable future
projects.)
c) Does the project have environmental effects, which will cause substantial adverse
effects on human beings, either directly or indirectly?
Based upon the foregoing, the proposed projects do not have the potential to degrade the
quality of the environment, substantially reduce the habitats or wildlife populations to
decrease or threaten, eliminate, or reduce animal ranges, etc. In addition, the proposed
projects does have air quality impacts that are individually limited, but cumulatively
considerable when viewed in connection with the effects of the reuse and redevelopment of
the former MCAS Tustin. Implementation of reuse activities and development at the
properties conveyed could be subject to subsequent environmental review under CEQA as
may be required by law. The Program FEIS/EIR previously considered all environmental
impacts associated with the implementation of the Reuse Plan. Certain mitigation measures
have been proposed to reduce impact but not to a level of insignificance. A Statement of
Overriding Consideration for the Program FEIS/EIR has been adopted by the Tustin City
Council on January 16, 2001. No substantial change is expected from the analysis
previously completed in the Program FEIS/EIR for MCAS Tustin.
Mitigation/Monitoring Required: The Program FEIS/EIR previously considered all
environmental impacts associated with the implementation of the Reuse Plan. Mitigation
measures have been adopted by the Tustin City Council in the Program FEIS/EIR.
Exhibit 1
Evaluation of Environmental Impacts
EDC
Page 19
Sources: Field Observations
Program FEIS/EIR for Disposal and Reuse of MCAS Tustin (pages 5-4
through 5-11)
Reuse Plan/Specific Plan for MCAS Tustin (Pages 3-33 through 3-37).
Tustin General Plan
CONCLUSION
This summary concludes that the proposed projects do not have the potential to degrade the quality
of the environment or that all of the proposed projects effects were previously examined in the
Program FEIS/EIR for MCAS Tustin and that no new effects would occur, that no substantial
increase in the severity of previously identified significant effects would occur, that no new
mitigation measures would be required, that no applicable mitigation measures previously not
found to be feasible would in fact be feasible, and that there are no new mitigation measures or
alternatives applicable to the projects that would substantially reduce effects of the projects that
have not been considered and adopted. A Mitigation and Monitoring and Reporting Program and
Findings of Overriding Considerations were adopted for the Program FEIS/EIR on January 16,
2001 and shall apply to the proposed projects as applicable.
socccdinitialstudy.doc
ATTACHMENT B
I Kutak Rock LLP
2 March 7, 2004
3
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s AGREEMENT
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10 BETWEEN
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12 THE CITY OF TUSTIN
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14 AND
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16 THE SOUTH ORANGE COUNTY COMMUNITY COLLEGE
17 DISTRICT
1s
19 FOR
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21 CONVEYANCE OF A PORTION OF MCAS, TUSTIN
22
23 AND
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25 THE ESTABLISHMENT OF AN ADVANCED TECHNOLOGY
26 EDUCATIONAL CAMPUS
94�
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TABLE OF CONTENTS
1.0
SUBJECT AND PURPOSE OF THE AGREEMENT; APPLICABLE
REQUIREMENTS...........................................................................................................1
1.1 Background for this Agreement.............................................................................1
1.2 Definitions; Attachments........................................................................................3
1.3 General Intent of This Agreement..........................................................................3
1.4 Purpose of This Agreement....................................................................................3
1.5 Description of SOCCCD Property Affecting This Agreement ..............................5
1.6 Federal Requirements Applicable to Tustin Legacy..............................................5
1.7 Local Requirements................................................................................................5
1.8 Not a Development Agreement..............................................................................
5
2.0
EFFECT OF AGREEMENT IS BINDING...................................................................6
3.0
PLANNING GOALS.......................................................................................................6
3.1 General Planning Goals..........................................................................................6
3.2 Use of SOCCCD Property......................................................................................6
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DEVELOPMENT AND REUSE....................................................................................7
4.1 Development General Requirements.....................................................................7
4.2 Development Standards..........................................................................................7
4.3 Development Process.............................................................................................7
4.4 Major Improvements..............................................................................................8
4.5 Development Coordination....................................................................................
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4.6 Existing Structures and Other Improvements........................................................9
4.7 Utilities and Infrastructure.....................................................................................9
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CONSENT TO REGULATION AND FINANCING.................................................10
5.1 SOCCCD Consent to Regulation.........................................................................10
5.2 Consent to Financing Participation......................................................................11
5.3 No Opposition......................................................................................................11
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ENVIRONMENTAL PROVISIONS...........................................................................11
6.1 As Is, Where Is, With All Faults..........................................................................
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6.2 Environmental Mitigation....................................................................................11
6.3 Adequacy of the EIS/EIR.....................................................................................12
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TABLE OF CONTENTS
7.0 TRANSFER AND CONVEYANCE.............................................................................12
7.1 Schedule...............................................................................................................12
7.2 Quitclaim Deed....................................................................................................12
7.3 Sublease................................................................................................................12
7.4 Personal Property.................................................................................................13
7.5 Surveys and Title Insurance.................................................................................13
8.0 ESCROW CLOSING....................................................................................................13
8.1 City Document Deliveries....................................................................................13
8.2 SOCCCD Document Deliveries...........................................................................14
8.3 Procedures for Conveyance of SOCCCD Property from City to SOCCCD ........
14
9.0 RESERVED EASEMENTS..........................................................................................15
10.0 COVENANTS AND RESTRICTIONS.......................................................................15
10.1 Use Covenant.......................................................................................................15
10.2 Maintenance Covenant.........................................................................................15
10.3 Non -Discrimination and Equal Opportunity........................................................16
11.0 DEED RESTRICTIONS/COVENANTS RUNNING WITH THE LAND...............17
12.0 CHANGES TO OWNERSHIP AND CONTROL BY SOCCCD..............................17
12.1 Restrictions on Rights and Powers under Agreement..........................................17
12.2 Restrictions on Transfer.......................................................................................17
12.3 Other Transfers.....................................................................................................18
12.4 Remedies for Improper Transfers........................................................................18
12.5 Termination of Restrictions..................................................................................18
13.0 INDEMNIFICATION AND ENVIRONMENTAL PROVISIONS ..........................19
13.1 SOCCCD's Indemnification................................................................................19
13.2 Environmental Indemnification ............................................................................20
13.3 Duration of Indemnities.......................................................................................20
14.0 REPRESENTATIONS..................................................................................................20
14.1 City.......................................................................................................................20
14.2 SOCCCD..............................................................................................................20
15.0 NOTICE..........................................................................................................................21
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EFFECT OF CONVEYANCE.....................................................................................21
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16.1 Effect of Quitclaim Deeds....................................................................................21
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16.2 Possession.............................................................................................................22
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16.3 Right of Reverter..................................................................................................22
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16.4 As Is, Where Is, With All Faults..........................................................................22
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SHORT FORM NOTICE OF AGREEMENT............................................................24
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MISCELLANEOUS PROVISIONS............................................................................24
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19.0
LIST OF EXHIBITS.....................................................................................................25
03-83526.12 iii
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3 AGREEMENT
4 BETWEEN
5 THE CITY OF TUSTIN
6 AND
7 THE SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT
8 FOR
9 CONVEYANCE OF A PORTION OF MCAS, TUSTIN
10 AND
11 THE ESTABLISHMENT OF AN ADVANCED TECHNOLOGY EDUCATIONAL
12 CAMPUS
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14 THIS AGREEMENT (this "Agreement") is made and entered into this _ day of
15 , 2004, by and between the CITY OF TUSTIN ("City"), a municipal corporation
16 organized under the laws of the State of California, acting in its capacity as the Local
17 Redevelopment Authority for the disposition and conveyance of portions of the former Marine
18 Corps Air Station Tustin, California, and the SOUTH ORANGE COUNTY COMMUNITY
19 COLLEGE DISTRICT ("SOCCCD"). The City and SOCCCD are sometimes referred to herein
20 individually as a "Party" and collectively as the "Parties". The Parties agree as follows:
21
22 1.0 SUBJECT AND PURPOSE OF THIS AGREEMENT; APPLICABLE
23 REQUIREMENTS
24
25 1.1 Background for this Agreement.
26
27 1.1.1. Pursuant to the Defense Base Closure and Realignment Act of 1990 (Part A of
28 Title XXIX of Public Law 101-510; U.S.C. Section 2687 Note), as amended ( the "Base Closure
29 Law"), the United States (the "Government") determined to close the Marine Corps Air Station
30 Tustin ("MCAS Tustin") located substantially within the City of Tustin. In 1992, the City was
31 designated by the Office of Economic Adjustment on behalf of the Secretary of Defense as the
32 local redevelopment authority ("LRA") for preparation of a reuse plan for MCAS Tustin and in
33 order to facilitate the closure of MCAS Tustin and its reuse in furtherance of the economic
34 development of the City and surrounding region.
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36 1.1.2. In its capacity as the LRA, the City served as the lead agency for preparing the
37 base reuse plan, the applicable environmental documents under California law, and other
38 documents related to the planning for the civilian reuse of MCAS Tustin. The City determined
39 that the most appropriate tool to guide the conversion of the base from military to civilian use
40 and to facilitate review and approval of entitlements, permits, and uses was the preparation of a
41 combined reuse plan and specific plan. The MCAS Tustin Reuse Plan ("Reuse Plan") was
42 developed in accordance with federal procedures under the Base Closure Law and was adopted
43 by the City of Tustin City Council on October 16, 1996 and amended by Errata in September
44 1998. The Reuse Plan was subsequently reviewed and approved by the United States
45 Department of Housing and Urban Development. On February 3, 2003 the City approved and
46 adopted the MCAS Tustin Specific Plan/Reuse Plan by Ordinance No. 1257 setting forth the
1 zoning and entitlement framework for future development of the former MCAS Tustin ("Specific
2 Plan"). The portion of the former MCAS Tustin located within the City of Tustin is referred to
3 herein as "Tustin Legacy". The Specific Plan conforms to and implements the Reuse Plan and
4 the Tustin General Plan.
5
6 1.1.3. A Final Joint Environmental Impact Statement/Environmental Impact Report for
7 the Disposal and Reuse of MCAS Tustin (the "Final EIS/EIR") and Mitigation Monitoring and
8 Reporting Program for the Final EIS/EIR were adopted by the City on January 16, 2001. In
9 March 2001, a Record of Decision was issued by the Department of the Navy (hereinafter,
10 "Navy") approving the Final EIS/EIR and the Reuse Plan.
11
12 1.1.4. SOCCCD reviewed drafts of the Reuse Plan and Specific Plan, the attendant
13 EIS/EIR, and other related and supporting documents. SOCCCD participated in the formulation
14 of such documents, provided comments, and otherwise fully participated in the process that
15 culminated in the certification of the environmental documents and the adoption and approval of
16 the Reuse Plan and Specific Plan.
17
18 1.1.5. The Reuse Plan and Specific Plan include all detailed planning, policies,
19 regulations, and implementation strategies and procedures necessary to guide the reuse and
20 development of all property located within MCAS Tustin. The Reuse Plan and Specific Plan are
21 intended to serve as both policy -oriented and regulatory documents and contain the development
22 and reuse regulations that will govern all development, construction, and use of property at
23 Tustin Legacy, subject to the provisions of Section 1.7 and 4.4.
24
25 1.1.6. Pursuant to the authority provided by section 2905(b)4 of the Base Closure Law
26 and the implementing regulations of the Department of Defense (32 CFR Part 175), the Secretary
27 of the Navy, on behalf of the United States of America, is authorized to convey surplus property
28 at a closing installation to the LRA at no cost for economic development purposes.
29
30 1.1.7. In May 2002, the Navy approved an Economic Development Conveyance of
31 Property ("EDC") and agreed to convey 1,153 acres of the former MCAS Tustin to the City. On
32 May 13, 2002, a portion of this property was conveyed by the Navy to the City by Federal Deed,
33 in accordance with the provisions of that certain Agreement Between The United States of
34 America and the City of Tustin, California, For The Conveyance of a Portion of the Former
35 Marine Corps Air Station Tustin ("Conveyance Agreement"), which sets forth the terms and
36 conditions of the conveyance of portions of MCAS Tustin from the Navy to the City ("City
37 Property"). A portion of the City Property was ]eased to the City by the Navy pursuant to the
38 Conveyance Agreement and that certain Lease In Furtherance of Conveyance Between the
39 United States of America and The City of Tustin, California For Portions of the Former Marine
40 Corps Air Station Tustin (the "LIFOC").
41
42 1.1.8. The Conveyance Agreement contemplates that the City will, following
43 conveyance of the applicable portion of the City Property from the Navy to'the City, convey a
44 portion of the City Property to SOCCCD ("SOCCCD Property") for educational purposes in
45 accordance with the Reuse Plan and Specific Plan.
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1.2 Definitions: Attachments. Capitalized terms used herein, including in the
Exhibits attached hereto, unless otherwise defined herein, shall have the respective meanings
specified in the Glossary of Defined Terms attached hereto as Exhibit "A." Unless otherwise
indicated, references in this Agreement to sections, paragraphs, clauses, exhibits, attachments
and schedules are those contained in or attached to this Agreement and all exhibits and schedules
referenced herein are incorporated herein by this reference as though fully set forth in this
Agreement.
1.3 General Intent of This A¢reement.
1.3.1. Consistent with the Reuse Plan and Specific Plan, the City desires and intends to
convey the SOCCCD Property to SOCCCD, and SOCCCD desires and intends to acquire the
SOCCCD Property, to plan, develop, maintain, and use such property solely and continuously as
an Advanced Technology Educational Campus. SOCCCD recognizes and acknowledges that
pursuant to Government Code Section 54999 et seq., Article XIM, Section 4(a) of the State
Constitution, the California Environmental Quality Act, and other provisions of state law,
SOCCCD is obligated, or may be obligated, to dedicate, install, construct, or otherwise
contribute and fund such capital improvements and infrastructure as may be necessary to serve
the SOCCCD Property and any development or use maintained on the SOCCCD Property, or to
otherwise mitigate any adverse impacts development of the SOCCCD Property may cause or
create, subject to the provisions of Section 4.7.1.
1.3.2. The City, acting in its capacity as the LRA, will coordinate with and assist
SOCCCD in its development and use of the SOCCCD Property as an Advanced Technology
Educational Campus provided the City receives assurances from SOCCCD that the SOCCCD
Property will be developed and used in a manner consistent with the Reuse Plan and Specific
Plan and that SOCCCD will participate in any financing plans or programs the City may devise
or implement to fund infrastructure improvements necessary or desirable to provide municipal,
utility, and public services to all property and development within the boundaries of the former
MCAS Tustin, subject to the provisions of Section 4.7.1.
1.4 Purpose of This Aareement.
1.4.1. The purpose of this Agreement is (a) to effectuate the Reuse Plan and Specific
Plan, in accordance with the terms and conditions set forth in the Conveyance Agreement, the
Federal Deed and L1FOC, through the disposition and development of portions of Tustin Legacy
as further described herein and (b) to provide for the conveyance to SOCCCD of the SOCCCD
Property, for the maintenance of the SOCCCD Property by SOCCCD and the construction by
SOCCCD on the SOCCCD Property of improvements that will support an Advanced
Technology Educational Campus on the SOCCCD Property, including necessary infrastructure
and other improvements as more particularly described herein.
1.4.2. This Agreement provides for the disposition by the City to SOCCCD of the
SOCCCD Property and further ensures that the SOCCCD Property is planned, developed,
03-83526.12
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I maintained and used in a manner consistent with the Reuse Plan and Specific Plan. Subject to
2 the specific provisions set forth in this Agreement, this Agreement is intended to:
3
4 1. Identify the planning goals of SOCCCD and the City for the SOCCCD
5 Property;
6
7 2. Identify the scope and schedule for short-range improvements and long -
8 range development plans for the SOCCCD Property;
9
10 3. Establish a process for meaningful consultation on development and
11 operational issues of mutual concern;
12
13 4. Identify capital infrastructure improvements, roadway, existing utility and
14 new utility rights-of-way and easement dedications, as may be needed, and
15 environmental impact report mitigation that will be required of SOCCCD;
16
17 5. Identify procedures necessary or desirable to implement this Agreement;
18 and
19
20 6. Affirm SOCCCD's commitment to return, directly to the City, the
21 SOCCCD Property, or any portion thereof, not used for the purposes for
22 which it was transferred in accordance with the Reuse Plan and Specific
23 Plan.
24
25 1.4.3. An additional purpose of this Agreement is to provide a process whereby the
26 Development/Reuse Regulations and Development Processing Requirements, as described and
27 provided for in Chapter 3 and Chapter 4 of the Specific Plan, and which may not otherwise be
28 applicable to SOCCCD's use of the SOCCCD Property as an Advanced Technology Educational
29 Campus, shall apply to the SOCCCD Property as conveyed to SOCCCD for the uses described in
30 this Agreement.
31
32 1.4.4. This Agreement will ensure the implementation of the Reuse Plan and Specific
33 Plan, eliminate uncertainty in planning, provide for the orderly development of the SOCCCD
34 Property, eliminate uncertainty about the validity of the application of the rules and regulations
35 in the Reuse Plan and Specific Plan to the SOCCCD Property and SOCCCD, allow installation
36 of necessary or desirable improvements, provide for public services appropriate to the
37 development and use of SOCCCD, and generally serve the public interest within the City and the
38 surrounding region.
39
40 1.4.5. The Parties acknowledge that the consideration to be received by the City
41 pursuant to this Agreement and the consideration to be received by SOCCCD hereunder
42 constitute sufficient consideration to support the covenants and agreements of the City and
43 SOCCCD.
44
03-83526.12 4
1 1.5 Description of SOCCCD Property Affectina This Agreement.
2
3 1.5.1. Initial Closing and Conveyance of SOCCCD Property. The initial closing and
4 conveyance of the SOCCCD Property ("Initial Closing") will consist of approximately 37.66
5 acres, more or less, of the SOCCCD Property located in the City, County of Orange, California
6 as more particularly described as Parcels I -E-1.1, I -E-3 and I -E-4, and legally described on
7 Exhibit "B" ("Initial SOCCCD Parcels"). The Initial Closing by the City to SOCCCD will occur
8 upon satisfaction of the requirements set forth herein for such transfer.
9
10 1.5.2. Subsequent Closing and Conveyance of SOCCCD Property. A subsequent
11 closing and conveyance of the SOCCCD Property ("Subsequent Closing") will consist of
12 approximately 30.71 acres, more or less, of the remaining SOCCCD Property located in the City,
13 County of Orange, California as more particularly described as Parcels IV -J-4, IV -J-5, and IV -J-
14 6, and legally described on Exhibit "C" ("Subsequent SOCCCD Parcels"). The Subsequent
15 Closing by the City to SOCCCD will occur upon satisfaction of the requirements set forth herein
16 for such transfer.
17
18 1.5.3. Pending conveyance of the Subsequent SOCCCD Parcels by the Navy to the City,
19 SOCCCD agrees to sublease from the City at the Initial Closing the Subsequent SOCCCD
20 Parcels in accordance with the Sublease.
21
22 1.6 Federal Requirements Applicable to Tustin Legacy. The Parties acknowledge
23 and agree that this Agreement is entered into as part of the Economic Development Conveyance
24 of certain property at Tustin Legacy to the City pursuant to the Base Closure Law, the
25 Conveyance Agreement and the terms and conditions of the Federal Deed, including the
26 Environmental Restriction pursuant to California Civil Code Section 1471 contained therein, and
27 as required by the Reuse Plan and Specific Plan. Notwithstanding any provision to the contrary
28 contained herein, this Agreement is and shall be subject to the terms and conditions of the
29 Conveyance Agreement and the Federal Deed and the rights, obligations and remedies of the
30 Federal Government thereunder, and nothing contained in this Agreement shall be construed in a
31 manner that is inconsistent with the rights, obligations and remedies of the Federal Government
32 thereunder, provided, that other than those obligations set forth in the Quitclaim Deed, SOCCCD
33 shall not be deemed to have assumed any of the City's obligations to the Federal Government
34 under the Conveyance Agreement or the Federal Deed.
35
36 1.7 Local Requirements.
37
38 1.7.1 This Agreement is subject to all Government Requirements, including the Tustin
39 General Plan, the Reuse Plan, the Specific Plan and any redevelopment plan hereinafter enacted
40 with respect to the SOCCCD Property, each of which is incorporated herein by reference and
41 made a part hereof as though fully set forth herein.
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43 1.7.2 Notwithstanding any other provision of this Agreement, in the event SOCCCD
44 processes plans for a particular structure with the California Division of the State Architect
45 ("DSA"), as required or permitted under Section 81130-81149 of the California Education Code,
03-83526.12 5
I as it may be amended from time to time ("The Field Act"), or by DSA or another State of
2 California agency under another applicable statute that concerns the review and approval of
3 building plans for community college structures, then SOCCCD shall be exempt from processing
4 such plans for a particular structure with the City.
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6 1.7.3 SOCCCD and the City acknowledge that the foregoing provisions of this Section
7 1.7 do not limit the City's right to exercise normal processing, review and approval rights, and
8 collection of normal fees in connection therewith, concerning matters not within DSA's
9 authority, including, but not limited to, plans for grading, drainage, siting of improvements,
10 alterations to a public right-of-way, circulation, parking and utilities connection.
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12 1.7.4 SOCCCD shall provide copies of plans being processed by SOCCCD with DSA
13 to the City on a timely basis (either as part of the ongoing communication process provided for
14 in Section 4.5 or otherwise) for the City's courtesy review and comment.
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16 1.7.5 The City shall exercise its processing, review and approval authority in a manner
17 that does not discriminate against SOCCCD as compared with other school districts developing
18 property within Tustin Legacy.
19
20 1.8 Not a Development Agreement. This Agreement is not a Development
21 Agreement as provided in Government Code Section 65864 and is not a grant of entitlement,
22 land use approval or vested right in favor of SOCCCD. The City shall cooperate in good faith,
23 within applicable legal constraints and consistent with applicable City policies, and take such
24 actions as may be necessary and appropriate to effectuate and carry out this Agreement in a
25 timely manner.
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27 2.0 EFFECT OF AGREEMENT IS BINDING
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29 This Agreement, and all of the terms, covenants, obligations, rights, standards, and
30 conditions of this Agreement, shall run with the land comprising the SOCCCD Property and
31 shall be binding upon and inure to the benefit of the parties and their respective assigns, heirs,
32 other successors -in -interest, lessees, and all other persons or entities acquiring the SOCCCD
33 Property or any portion thereof or any interest therein. Nothing in this Agreement shall be
34 construed as a dedication or transfer of any right or interest in the title to the SOCCCD Property,
35 except as otherwise expressly provided in this Agreement. All of the provisions of this
36 Agreement shall be enforceable as equitable servitudes and shall constitute covenants running
37 with the land pursuant to applicable law, including, but not limited to, Section 1468 of the
38 California Civil Code. All of the burdens, obligations, duties, rights, and benefits of the parties
39 under this Agreement (including without limitation the right of SOCCCD to construct, develop,
40 and maintain an Advanced Technology Educational Campus) shall continue in full force and
41 effect, notwithstanding the completion of all or any portion of the Advanced Technology
42 Educational Campus, until such time as the City in its sole discretion determines that
43 enforcement of these burdens, obligations, duties, rights, and benefits is no longer equitable.
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45 3.0 PLANNING GOALS
03-83626.12 6
2 3.1 General Planning Goals. The SOCCCD Property is designated for development
3 and use as an Advanced Technology Educational Campus and is located within and constitutes
4 an integral part of Neighborhood A of the Reuse Plan and Specific Plan. Neighborhood A is part
5 of a broader mix of public -serving uses in an educational environment that includes community
6 college uses, an elementary school site, and County of Orange anticipated facilities including a
7 Regional Law Enforcement Training Facility and an abused children's shelter. SOCCCD will
8 plan, develop and maintain an Advanced Technology Educational Campus as defined in Exhibit
9 A to this Agreement. SOCCCD will use reasonable efforts to plan, develop, and use the
10 SOCCCD Property in a manner that is supportive of the intent of Neighborhood A and which is
11 compatible with the other uses which may be developed and maintained within Neighborhood A
12 in accordance with the Reuse Plan and the Specific Plan.
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14 3.2 Use of SOCCCD Property. The Parties acknowledge and agree that the
15 SOCCCD Property will be conveyed for use in perpetuity and continuously as an Advanced
16 Technology Educational Campus. SOCCCD represents and agrees that its undertakings pursuant
17 to this Agreement are for the purpose of developing such an Advanced Technology Educational
18 Campus and not for speculation in land holding or for subsequent sale to other parties.
19 SOCCCD acknowledges and agrees that no voluntary or involuntary successor in interest of
20 SOCCCD shall acquire any rights or powers under this Agreement except as provided in Article
21 12.
22
23 4.0 DEVELOPMENT AND REUSE
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25 4.1 Development General Requirements. Subject to the applicable provisions of
26 this Agreement, development of the SOCCCD Property is subject to all Governmental
27 Requirements including but not limited to the Tustin General Plan, the Reuse Plan and Specific
28 Plan, Cooperative Agreement D02-119 between the City of Tustin, Orange County Flood
29 Control District and the County of Orange, Agreement Between the City of Irvine and The City
30 of Tustin Regarding the Implementation, Timing and Funding of Transportation/Circulation
31 Mitigation for the WAS Tustin Project, Amendment to the Joint Exercise of Powers Agreement
32 Between the City of Santa Ana and the City of Tustin Regarding the Tustin -Santa Ana
33 Transportation System Improvement Authority, and any Redevelopment Plan(s) enacted
34 hereafter with respect to the SOCCCD Property, each of which is incorporated herein by
35 reference and made a part hereof as though fully set forth herein.
36
37 4.2 Development Standards. Subject to the applicable provisions of this Agreement,
38 the maximum density and intensity of uses, the general location of uses, the number and size of
39 legal lots, the maximum height and size of the proposed improvements, requirements for the
40 dedication and reservation of land for public purposes and other standards of development
41 applicable to the SOCCCD Property shall be in accordance with Chapter 2, Plan Description, and
42 Chapter 3, Land Use and Development/Reuse Regulations, in the Reuse Plan.
43
44 4.3 Development Process.
45
03-83526.12
1 4.3.1. SOCCCD shall prepare short-range and long-range academic and facilities plans
2 for the SOCCCD Property ("Short -Range Plan" and "Long -Range Plan") that demonstrate
3 SOCCCD's financial and management plans to implement the requirements of the Reuse Plan
4 and Specific Plan. Such plans shall promote orderly growth and development of the SOCCCD
5 Property and establish a framework for campus development. The facilities planning shall
6 include but not be limited to the following components as applicable:
7-
8 1. academic quads and classroom buildings
9 2. student/faculty housing
10 3. ancillary services
11 4. support commercial operations on the campus
12 5. recreation/open space
13 6. parking locations
14 7. roadways
15 8. security and maintenance/utility functional areas
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17 The preparation of the Short -Range Plan is expected to take approximately two (2) years
18 to complete with the preparation of the Long -Range Plan expected to take approximately five (5)
19 years to complete. These time schedules may vary, contingent upon changes in academic needs,
20 enrollment demand and availability of funding. Notwithstanding any such variations in time
21 schedules, SOCCCD acknowledges and agrees that within five (5) years from the date of the
22 Initial Closing it shall have completed the Short -Range Plan and Long -Range Plan, and shall
23 have made significant progress towards the implementation of such plans. The Parties
24 acknowledge that the provisions of the Short -Range Plan and Long -Range Plan will be subject to
25 revision and refinement from time to time as development proceeds or SOCCCD's needs and
26 plans evolve over time.
27
28 SOCCCD will consult with the City in preparation of its Short Range and Long -Range
29 Plans and shall share a preliminary draft of such plans with the City for review and comment
30 prior to its release to the public. SOCCCD agrees to give consideration to all comments received
31 from the City on such plans. In adoption of its Short Range and Long -Range Plans, SOCCCD
32 shall comply with all requirements of CEQA and its implementing regulations.
33
34 4.3.2 Prior to commencing the use of the SOCCCD Property or the construction or
35 installation of any improvement on the SOCCCD Property and subject to the applicable
36 provisions of this Agreement, SOCCCD shall comply with the Development Processing
37 Requirements, including the requirement to prepare and submit a Concept Plan for an Advanced
38 Technology Educational Campus on the SOCCCD Property in accordance with Section 4.2.1 of
39 the Specific Plan and all requirements contained in Chapter 4 of the Specific Plan.
40
41 SOCCCD shall process all appropriate environmental documents for individual projects
42 as required by CEQA and its implementing regulations. SOCCCD shall also notify the City of
43 all projects on the SOCCCD Property as that term is defined by CEQA.
44
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4.4 Maior Improvements. Subject to the applicable provisions of this Agreement,
SOCCCD shall not construct or make or permit the construction or making of any Major
Improvements on the SOCCCD Property without providing the Community Development
Director with all documents and information related to any such Major Improvements
("Construction Documents"), including concept drawings, design development drawings, and
final construction designs and specifications. Subject to the applicable provisions of this
Agreement, SOCCCD shall provide the Community Development Director with the
Construction Documents at each phase of the development and drafting process, or upon a
reasonable request by the Community Development Director or his/her designated
representative. Subject to the applicable provisions of this Agreement, the City may provide
comments to any Construction Documents and SOCCCD agrees to give full consideration to all
such comments received by SOCCCD within thirty (30) days following receipt by the
Community Development Director of the applicable Construction Documents and SOCCCD
shall not begin construction of the Major Improvement(s) under review by the City prior to the
expiration of such thirty (30) day review period.
4.5 Development Coordination. During the planning and development of the
Advanced Technology Educational Campus on the SOCCCD Property, SOCCCD shall hold
regular meetings, at least quarterly, with City representatives included the Assistant City
Manager and the Community Development Director, and their representatives, to discuss the
planning, development, and operational issues of mutual concern, including the preparation,
submission and review of concept plans, the Short Range and Long Range Development Plans
and Construction Documents. Such meetings shall serve as a forum for exchange of information
concerning the design and development of the Advanced Technology Educational Campus as
well as provide the opportunity for the City to advise SOCCCD of other development issues
which may affect the SOCCCD Property.
4.6 Existine Structures and Other Improvements. Subject to the requirements of
Chapter 3 of the Reuse Plan and Section 5.3 of this Agreement, SOCCCD shall demolish or
upgrade existing structures on the SOCCCD Property to conform to the Uniform Building Code,
as amended by the City, State of California Title 24 Access Compliance (handicapped
provisions), and the requirements of the Americans with Disabilities Act ("ADA"). Existing
buildings, open space areas, and other improvements on the SOCCCD Property shall be
demolished or upgraded in accordance with Chapter 3 of the Specific Plan.
4.7 Utilities and Infrastructure.
4.7.1 Backbone Infrastructure Improvements.
4.7.1.1 SOCCCD acknowledges and agrees that the development of the SOCCCD
Property, together with the development of the remainder of Tustin Legacy, will require the
funding and construction of backbone infrastructure improvements located off the SOCCCD
Property, including Tustin Legacy road improvements, traffic and circulation improvements,
flood control channels and retention basins, and lighting and landscaping ("City's Tustin Legacy
Backbone Infrastructure Program").
03-83526.12 9
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2 4.7.1.2 Except for lighting and landscaping backbone infrastructure which may be
3 funded by a City assessment district, the City hereby waives and agrees to relieve SOCCCD of
4 its fair share obligation for the City's Tustin Legacy Backbone Infrastructure Program, whether
5 funded by City Community Facilities District(s), by City Assessment District(s), or by City
6 capital facilities fees. SOCCCD agrees not to oppose a determination by the City to form an
7 assessment district for lighting and landscaping, and to include the SOCCCD Property in such
8 district, and agrees not to oppose the imposition of assessments on terms that do not discriminate
9 against the SOCCCD Property as compared with other public agency property in the proposed
10 district.
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12 4.7.1.3 Capital facilities also needed to serve Tustin Legacy are facilities for water
13 (domestic and reclaimed), sewer, electricity, gas, telephone, cable and telecommunications
14 ("Other Entities' Tustin Legacy Backbone Infrastructure Program"). SOCCCD shall pay its fair
15 share contribution to the Other Entities' Tustin Legacy Backbone Infrastructure Program to the
16 full extent permitted by applicable law through connection fees of those entities or as otherwise
17 required by each such entity's rules and regulations for service.
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19 4.7.1.4 This Agreement meets the EIS/EIR requirement that any development
20 applicant enter into an Agreement to acknowledge its fair share contribution to funding the
21 construction of backbone infrastructure at Tustin Legacy.
22
23 4.7.2 Horizontal Improvements. SOCCCD acknowledges and agrees that it shall be
24 responsible for design, installation and construction of all Horizontal Improvements for
25 development of the SOCCCD Property and as required by the City or other utility providers
26 pursuant to any entitlement conditions, Development Permit, the Reuse Plan or any other
27 governmental requirement, subject to the provisions of Section 1.7.
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29 4.7.3 Utilities.
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31 4.7.3.1 Provision of Utilities. SOCCCD shall be solely responsible for
32 obtaining utility services to serve the SOCCCD Property. Any separate metering of utilities
33 required by any utility service provider shall be the responsibility of SOCCCD. SOCCCD shall
34 pay all service charges, and all initial utility deposits and fees, for water, electricity, sewage,
35 janitorial, trash removal, gas, telephone, pest control and any other utility services furnished to
36 the SOCCCD Property and the improvements on the SOCCCD Property ("Utilities"). The City
37 shall not be liable for any reason for any loss or damage resulting from an interruption of any of
38 these services. In order to facilitate upgrading of utility systems, the City may designate the
39 provider of Utilities and in such event SOCCCD shall use such designated provider; provided
40 that SOCCCD shall have no claim against the City, of any type, for any failure of such provider
41 to provide such service, and SOCCCD's remedy, if any, shall be limited to such provider.
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43 4.7.3.2 Pre-existing Utility Systems. SOCCCD acknowledges and agrees that
44 pre-existing water, electric, sewer, natural gas, and storm drainage systems may be present on the
45 SOCCCD Property ("Utility Systems") and that such Utility Systems will be transferred to
03-83526.12 10
I SOCCCD from the City as related personal property by a Bill of Sale at the Initial Closing. The
2 Utility Systems are to be upgraded or replaced with new systems as part of the planned
3 development and reuse of MCAS Tustin or may be used by the Government for the provision of
4 Utilities to support ongoing Government activities on MCAS Tustin. SOCCCD, its employees,
5 agents, or contractors, shall not alter, modify, repair, replace, or relocate any part of the Utility
6 Systems without the prior written consent of the City. Such consent is within the reasonable
7 discretion of the City and will not be granted where any such alteration, modification, repair,
8 replacement, or relocation may interfere with the development or reuse of MCAS Tustin.
9 SOCCCD shall be responsible for all costs related to such alteration, modification, repair,
10 replacement, or relocation. The City, the Government, and utility service providers shall at all
11 times have full access to the SOCCCD Property for operation, maintenance, repair and
12 replacement of these systems as may be required. An easement providing such access shall be
13 included in the quitclaim deed conveying the SOCCCD Property from the City to SOCCCD.
14 Such operation, maintenance, repair and replacement activities shall take priority over the
15 provision of Utilities to SOCCCD or any use of the SOCCCD Property by SOCCCD in the event
16 of any conflict and the City and the Government shall not be liable for any loss or damage
17 resulting from the disconnection or interruption of utility services to SOCCCD or any
18 interference with SOCCCD's use of the SOCCCD Property necessitated by such activities. The
19 determination to disconnect or interrupt any of SOCCCD's utility service or interfere with
20 SOCCCD's use of the SOCCCD property is within the sole discretion of the City, provided that
21 the City will provide SOCCCD with fourteen (14) days' prior notice of such determination,
22 except in the case of utility breakages and emergency interruptions not within the control of the
23 City.
24
25 5.0 CONSENT TO REGULATION AND FINANCING
26
27 5.1 SOCCCD Consent to Regulation. Subject to the applicable provisions of this
28 Agreement, SOCCCD acknowledges and consents to the City's regulation of the development
29 and the use of the SOCCCD Property, notwithstanding any other provision of state law or equity
30 to the contrary, including any principle or right of sovereignty or preemption that may otherwise
31 inure to the benefit of SOCCCD under the laws of the State of California. SOCCCD
32 acknowledges that its compliance with the regulatory program as described in this Agreement is
33 required by the Reuse Plan and Specific Plan and is a primary inducement in securing (1) the
34 conveyance of the SOCCCD Property from the United States and (2) the City's support and
35 approval of such conveyance.
36
37 5.2 Consent to Financing Participation. SOCCCD consents to and agrees to
38 participate in and shall not contest, oppose, or challenge any Funding Process the City may
39 initiate to finance the Tustin Legacy Backbone Infrastructure Program provided the terms of
40 such Funding Process do not discriminate against the SOCCCD Property as compared with other
41 portions of the City Property, and all subject to the provisions of Section 4.7.1.
42
43 5.3 No Opposition. SOCCCD shall not contest, oppose, or challenge, nor fund or
44 assist in any way any other person or entity to contest, oppose, or challenge before any local,
45 state, or federal agency, or file or maintain any actions or proceedings before a court or
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administrative body to set aside, enjoin, challenge, appeal, or otherwise pursue any legal,
equitable, or administrative remedies regarding the approval or implementation of any proposals,
applications, approvals or permits (including any related environmental documentation) relating
to the former MCAS Tustin, or regarding any proposed, approved, or existing uses at the former
MCAS Tustin which are consistent with the Reuse Plan or Specific Plan including but not
limited to development proposals on Parcel I -E-1 or any other parcel abutting the SOCCCD
Property.
6.0 ENVIRONMENTAL PROVISIONS
6.1 As Is. Where Is. With All Faults.
6.1.1 SOCCCD acknowledges and agrees that SOCCCD has examined the Property and
will accept the property in an "AS IS, WHERE IS, WITH ALL FAULTS" condition, in its
present state and condition and with all faults, if any. SOCCCD further acknowledges and
agrees, except as otherwise provided in this Agreement, that the City has not made and does not
make and specifically negates and disclaims any representations, warranties, promises,
agreements or guarantees of any kind or character, whether express or implied, oral or written,
past, present or future, whether by the City or any of its agents, elected or appointed officials, or
representatives or employees.
6.1.2 Environmental Condition of SOCCCD Property; Restrictions. SOCCCD
acknowledges and agrees that the acquisition of the SOCCCD Property by SOCCCD will be
subject to other conditions, restrictions, and clauses contained in many of the environmental
reports prepared for the City Property, including without limitation the Conveyance Agreement,
the Environmental Baseline Study ("EBS"), the Finding of Suitability to Transfer ("FOST"), any
quitclaim deed for the SOCCCD Property from the Navy, the Finding of Suitability to Lease
("FOSE"), and the EIS/EIR ("Environmental Reports"), and that the City has provided, or
provided access to, all such Environmental Reports known to the City.
6.2 Environmental Mitieation. SOCCCD shall install, contribute, dedicate,
improve, or otherwise provide all necessary Environmental Mitigation as applicable for the use
and development of the SOCCCD Property. Such mitigation shall be fully installed or completed
as identified in the Final EIS/EIR. The Environmental Mitigation required for the SOCCCD
Property is described in the EIS/EIR and the quitclaim deed conveying the SOCCCD Property
from the Government to the City, which, in relevant part, is set forth verbatim in the quitclaim
deed attached as Exhibit "D" to this Agreement ("Quitclaim Deed").
6.3 Adequacy of the EIS/EIR. SOCCCD acknowledges that the EIS/EIR is a legally
adequate and sufficient document, prepared, certified, and approved in a manner consistent with
all applicable provisions of federal and state law, and SOCCCD and the City acknowledge that
the EIS/EIR is the controlling program environmental document governing this Agreement and
the conveyance of the SOCCCD Property to SOCCCD from the City, but only to the extent
SOCCCD uses the SOCCCD Property in the manner provided in Section 4 of this Agreement.
SOCCCD acknowledges and agrees that it is also required to comply with all requirements of
03-83626.12 12
1 CEQA and its implementing regulations in adopting the program document and any additional
2 required supplemental documentation for the acquisition of the SOCCCD Property and for
3 individual projects on the SOCCCD Property.
4
5 7.0 TRANSFER AND CONVEYANCE
6
7 7.1 Schedule. The City agrees to convey that portion of the SOCCCD Property
8 owned by the City to SOCCCD in an initial closing (the "Initial Closing") no later than thirty
9 (30) days after the execution of this Agreement; at such Initial Closing, the City also will transfer
10 possession to SOCCCD, by Sublease, of that portion of the SOCCCD Property held by the City
11 under the terms of that certain Lease in Furtherance of Conveyance dated May 13, 2002. The
12 City agrees to transmit to SOCCCD a deed for the conveyance of the remaining portion of the
13 SOCCCD Property to SOCCCD in a subsequent closing ("Subsequent Closing(s)") no later than
14 forty-five (45) days after the City receives title from the Government of such remaining
15 portion(s) of the SOCCCD Property.
16
17 Upon written acceptance of this Agreement, this Agreement shall constitute the joint
18 escrow instructions of SOCCCD and the City to Escrow Holder (First American Title) to open
19 an escrow. Escrow Holder shall not prepare any further escrow instructions restating or
20 amending this Agreement unless specifically so instructed by the City and SOCCCD in writing.
21 Any such supplemental escrow instructions must be in writing and signed by the City and
22 SOCCCD and accepted by the Escrow Holder as effective.
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24 7.2 Ouitclaim Deed. The SOCCCD Property shall be conveyed by one or more good
25 and sufficient quitclaim deeds in substantially the form of the Quitclaim Deed attached hereto
26 and made a part hereof as Exhibit "D".
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28 7.3 Sublease. That portion of the SOCCCD Property not owned in fee by the City at
29 the time of the Initial Closing shall be transferred to SOCCCD by the sublease attached hereto
30 and made a part hereof as Exhibit "E" ("Sublease"). The Parties shall also record a short form
31 notice of the Sublease against the portions of the SOCCCD subleased from the City to SOCCCD
32 in substantially the form of Exhibit "F," attached hereto and made a part hereof ("Short Form
33 Notice of Sublease").
34
35 7.4 Personal Property. The City's right, title and interest in the Personal Property
36 shall be transferred to the SOCCCD at the Closings pursuant to the terms and conditions of a Bill
37 of Sale, in substantially the form attached hereto and made a part hereof as Exhibit "G".
38
39 7.5 Surveys and Title Insurance. SOCCCD shall have the right to request and
40 obtain an ALTA extended coverage owner's policy of insurance and any other title endorsements
41 as SOCCCD deems necessary; provided that the issuance of an ALTA Policy shall not delay the
42 Close of Escrow and shall not be a condition precedent to the Close of Escrow. Any title
43 insurance that may be desired by SOCCCD shall be procured at its sole cost and expense. The
44 City shall cooperate with SOCCCD or its authorized agent and shall permit examination and
45 inspection of any documents relating to the title of the SOCCCD Property as it may have
03-83526.12 13
I available. If such searches disclose title exceptions that appear to be in error to SOCCCD, the
2 City agrees to cooperatively work with SOCCCD to have the title exceptions removed, released,
3 or insured over recognizing that the SOCCCD Property is being conveyed by the City "As Is".
4
5 8.0 ESCROW CLOSING
6
7 8.1 City Document Deliveries. The City shall deliver to the Initial Closing and
8 Subsequent Closing, as appropriate, the following documents reasonably satisfactory to
9 SOCCCD and in a form previously reviewed and approved by SOCCCD, duly authorized,
10 executed, and notarized:
11
12 A. Quitclaim Deed in the form set forth in Exhibit "D" conveying fee ownership of
13 the SOCCCD Property to SOCCCD.
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15 B. Bill of Sale for the Personal Property that will be conveyed to SOCCCD in the
16 form set forth in Exhibit "G."
17
18 C. Sublease in the form set forth in Exhibit "E" transferring possession of the leased
19 SOCCCD Property to SOCCCD.
20
21 D. Short Form Notice of Sublease in the form set forth in Exhibit "F".
22
23 E. A Federal "FIRPTA" Affidavit executed by the City certifying that the City is not
24 a "foreign person" under the Foreign Investment in Real Property Tax Act.
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26 F. California's Real Estate Withholding Exemption Certificate Form 597-W.
27
28 G. Such proof of the City's authority and authorization to enter into this Agreement
29 and consummate the transactions contemplated hereby, and such proof of the power and
30 authority of the individuals(s) executing and/or delivering any instruments, documents or
31 certificates on behalf of the City to act for and/or bind the City as may be reasonably required by
32 the Title Company and/or SOCCCD.
33
34 H. Certificate confirming that the City's representations in this Agreement are true
35 and correct as of the date of the Closing in substantially the form set forth in Exhibit "H-1".
36
37 I. Such other documents or instruments as Escrow Holder may reasonably request to
38 consummate the transaction contemplated herein.
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40 8.2 SOCCCD Document Deliveries. SOCCCD shall deliver to the Initial Closing
41 and Subsequent Closing, as appropriate, the following documents reasonably satisfactory to the
42 City and in a form previously reviewed and approved by the City, duly authorized, executed, and
43 notarized:
44
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A. Quitclaim Deed in the form set forth in Exhibit "D" conveying fee ownership of
the SOCCCD Property to SOCCCD.
B. Bill of Sale for the Personal Property that will be conveyed to SOCCCD in the
form set forth in Exhibit "G."
C. Sublease in the form set forth in Exhibit "E" transferring possession of the leased
SOCCCD Property to SOCCCD.
D. Short Form Notice of Sublease in the form set forth in Exhibit "F"
E. Such proof of the SOCCCD's authority and authorization to enter into this
Agreement and to consummate the transactions contemplated hereby, and such power and
authority of the individuals(s) executing and delivering any instruments, documents or
certificates on behalf of SOCCCD to act for and/or bind SOCCCD as may be reasonably
required by the Title Company and/or the City.
F. Certificate confirming that the SOCCCD representations in this Agreement are
true and correct as of the date of the Closing in substantially the form set forth in Exhibit "H-2".
G. Such other documents or instruments as Escrow Holder may reasonably request to
consummate the transaction contemplated herein.
8.3 Procedures for Conveyance of SOCCCD Property from City to SOCCCD.
8.3.1 Costs and Expenses. All costs and expenses of Closing shall be the responsibility
of SOCCCD.
8.3.2 Other Actions of Escrow Holder. At the Close of Escrow and subject to
satisfaction or waiver by the benefited party of any of the document delivery requirements noted
in Section 8.1 or 8.2, Escrow Holder shall promptly undertake the following in the manner
indicated below:
8.3.2.1 Funds. Debit all expenses of escrow to SOCCCD to be deposited with
the Escrow Holder by SOCCCD.
8.3.2.2 Recording. Cause the Quitclaim Deed, the Short Form Notice of
Sublease and other documents which SOCCCD and the City may mutually direct, or which may
be required to be recorded by the terms of this Agreement, to be recorded in the Official
Records, obtain conformed copies thereof and distribute same to SOCCCD and the City.
8.3.2.3 Title Policy. If requested by SOCCCD, direct the Title Company to
issue SOCCCD's Title Policy to SOCCCD. Concurrent with the issuance of the Title Insurance
Policy and the City's Title Insurance Policy, if any, the Title Company shall provide
endorsements as may be requested by the respective insured parties.
03-83526.12 15
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2 8.3.2.4 Delivery of Documents to SOCCCD and City. Deliver to SOCCCD
3 and the City original counterparts (and conformed copies, if applicable) of the Quitclaim Deed,
4 the Short Form Notice of Sublease, the FIRPTA Certificate, the California Form 597-W and
5 other documents (or copies thereof) deposited into Escrow by SOCCCD or the City pursuant
6 hereto, and deliver to SOCCCD and the City a certified copy of their respective Escrow closing
7 statements.
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9 8.3.2.5 Other Actions. Take such other actions as the SOCCCD and the City
10 direct pursuant to mutually executed supplemental escrow instructions.
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12 9.0 RESERVED EASEMENTS
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14 The Quitclaim Deed conveying the SOCCCD Property to SOCCCD shall contain any
15 necessary reservations of easements by the City that the City determines are required to
16 implement the Reuse Plan and Specific Plan and facilitate redevelopment of WAS Tustin.
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18 10.0 COVENANTS AND RESTRICTIONS
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20 10.1 Use Covenant. SOCCCD covenants for itself and its successors that SOCCCD,
21 and its successors, shall use the SOCCCD Property only for those uses specified in Section 3.2 of
22 this Agreement.
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24 10.2 Maintenance Covenant. From and after the date of acquisition by SOCCCD of
25 any portion of the SOCCCD Property, SOCCCD and its successors shall: (i) maintain the
26 portions of the SOCCCD Property owned by it in a clean and weed -free condition; (ii) maintain
27 any improvements on the SOCCCD Property under construction consistent with construction
28 industry practice; and (iii) upon completion of all or any portion of improvements, maintain
29 improvements in the same aesthetic and same condition or better as the condition of the
30 improvements at the time a certificate of occupancy is issued on the improvements, reasonable
31 wear and tear excepted.
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33 10.3 Non -Discrimination and Equal Opportunity.
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35 10.3.1 SOCCCD covenants and agrees, for itself and its successors, that (a) it shall not
36 discriminate against any employee or applicant for employment on any basis prohibited by law
37 and (b) it has received and read, understands and agrees to be bound with respect to the entirety
38 of the SOCCCD Property by the Non -Discrimination Covenant contained in the Navy Deed.
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40 10.3.2 SOCCCD shall provide equal opportunity in all employment practices.
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42 10.3.3 Obligation to Refrain from Discrimination. SOCCCD covenants and agrees for
43 itself and its successors that there shall be no discrimination against or segregation of any person,
44 or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital
45 status, national origin or ancestry in the use, occupancy, tenure, or enjoyment of the SOCCCD
03-83526.12 16
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Property nor shall SOCCCD itself or any person claiming under or through it establish or permit
any such practice or practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, subtenants, sublessees or vendees of the
SOCCCD Property.
10.3.4 Redevelopment Law; Form of Nondiscrimination and Nonsegregation Clauses.
All deeds, leases or contracts that SOCCCD enters into that affect the SOCCCD Property shall
contain or be subject to substantially the following nondiscrimination or nonsegregation clauses:
03-83526.12
10.3.4.1 In Deeds:
"The grantee herein covenants by and for itself, its successors and assigns,
and all persons claiming under or through them, that there shall be no
discrimination against or segregation of, any person or group of persons
on account of race, color, creed, religion, sex, sexual orientation, marital
status, national origin or ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the land herein conveyed, nor shall the
grantee itself or any person claiming under or through it, establish or
permit any such practice or practices of discrimination or segregation with
reference to the selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees in the land herein conveyed.
The foregoing covenants shall run with the land."
10.3.4.2 In Leases:
"The lessee herein covenants by and for itself, its successors and assigns,
and all persons claiming under or through them, that there shall be no
discrimination against or segregation of any person or group of persons,
on account of race, color, creed, religion, sex, sexual orientation, marital
status, national origin or ancestry in the leasing, subleasing, renting,
transferring, use, occupancy, tenure or enjoyment of the land herein
leased, nor shall lessee itself, or any person claiming under or through it,
establish or permit such practice or practices of discrimination or
segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, sublessees, subtenants or vendees in the
land herein leased."
10.3.4.3 In Contracts:
"There shall be no discrimination against or segregation of any person or
group of persons on account of race, color, creed, religion, sex, sexual
orientation, marital status, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor
shall the transferee itself or any person claiming under or through it,
establish or permit any such practice or practices of discrimination or
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segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees or vendees of the
land."
11.0 DEED RESTRICTIONS/COVENANTS RUNNING WITH THE LAND
The obligations of SOCCCD set forth in this Agreement shall be covenants running with
the land, shall be set forth in the Quitclaim Deed and shall be binding upon SOCCCD and all
subsequent owners of the SOCCCD Property or any part thereof. The Quitclaim Deed shall
convey the SOCCCD Property subject to reservations, covenants and restrictions set forth in the
quitclaim deed transferring the SOCCCD Property from the Navy to the City, the Conveyance
Agreement and this Agreement.
12.0 CHANGES TO OWNERSHIP AND CONTROL BY SOCCCD
12.1 Restrictions on Rights and Powers Under Agreement. SOCCCD agrees that
no voluntary or involuntary successor in interest of SOCCCD shall acquire any rights or powers
under this Agreement or in the SOCCCD Property except as set forth in this Article 12.
12.2 Restrictions on Transfer. SOCCCD and its successors -in -interest 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, or any
right or interest under this Agreement, 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 this Agreement, provided, that such mortgage, deed of trust,
pledge, hypothecation or other similar transfer (including sale-leaseback financing transactions)
shall:
(I) be subordinate to this Agreement, and
(II) provide that the proceeds of such mortgage, deed of trust, pledge,
hypothecation or other similar transfer (including sale-leaseback financing transactions) shall be
used solely for the purposes set forth in Article 12.2(a).
(b) Granting of easements or similar rights to public utilities or governmental
or quasi -governmental entities in the ordinary course of development or operation of the
SOCCCD Property in accordance with the provisions of this Agreement.
03-83526.12 18
1 (c) Leases or subleases for use of the SOCCCD Property only as permitted
2 under this Agreement, provided that the City has approved the lessee or sublessee, which
3 approval shall not be unreasonably withheld. In the event SOCCCD or a successor desires to
4 effect a lease or sublease, SOCCCD or such successor shall submit to the City the name of the
5 proposed lessee or sublessee and such other information as the City may reasonably request for
6 the purposes of determining that such lessee or sublessee has the capability and resources
7 necessary to cant' out its obligations under the proposed lease or sublease. The information that
8 may be requested by the City shall include, but not be limited to, (i) current financial statements
9 of the proposed lessee or sublessee to the extent existing (and if not, then other reasonable
10 evidence of financial resources), (ii) the names of the persons or entities who manage or control
11 the affairs of the proposed lessee or sublessee and (iii) information regarding the experience of
12 the proposed lessee or sublessee (and the persons managing or controlling such lessee or
13 sublessee) in owning or operating enterprises such as or similar to the enterprises to be pursued
14 under the proposed lease or sublease. Within twenty (20) business days after receipt of the
15 relevant information reasonably requested by the City, the City shall give SOCCCD or its
16 successor written notice of approval or disapproval of the proposed lessee or sublessee.
17
18 (d) Any other Transfer as to which SOCCCD or its successor in interest
19 receives the prior written consent of the City, which consent may be withheld by the City for any
20 reason whatsoever.
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22 12.3 Other Transfers. For the purposes of this Agreement, "Transfer" also shall
23 include any of the following:
24
25 (a) If SOCCCD is or becomes bankrupt or insolvent or if any involuntary
26 proceeding is brought against SOCCCD (unless, in the case of a petition filed against SOCCCD,
27 the same is dismissed within ninety (90) days), or SOCCCD makes an assignment for the benefit
28 of creditors, or institutes a proceeding under or otherwise seeks the protection of federal or State
29 bankruptcy or insolvency laws, including the filing of a petition for voluntary bankruptcy or
30 instituting a proceeding for reorganization or arrangement;
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32 (b) If a writ of attachment or execution is levied on this Agreement or on the
33 SOCCCD Property, or on any portion thereof, where such writ is not discharged within ninety
34 (90) days;
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36 (c) If, in any proceeding or action in which a Party is a party to such
37 proceeding or action, a receiver is appointed with authority to take possession of the SOCCCD
38 Property, or any portion thereof, or any improvements thereon, where possession is not restored
39 to the Party within ninety (90) days; or
40
41 (d) If SOCCCD experiences any change in status, ownership or control after
42 which SOCCCD does not continue to be engaged as a duly authorized provider of college -level
43 educational services under applicable law.
44
03-83528.12 19
1 12.4 Remedies for Improper Transfers. Any purported Transfer that is not a
2 Permitted Transfer shall, at the election of the City, be null and void. If there is any Transfer that
3 is not a Permitted Transfer, such Transfer shall be a Material Default under this Agreement as of
4 the date of the transfer, which date shall not be extended by Force Majeure Delay. In the event
5 of a Transfer in violation of this Article 12, the City shall have all remedies available to it at law
6 and in equity, including the right to exercise the Right of Reverter contained in Section 16.3.
7
8 12.5 Termination of Restrictions. The provisions of this Article 12 shall expire and
9 be of no further force or effect on the date thirty (30) years after the date on which the first
10 Quitclaim Deed is recorded in the official records of Orange County, California.
11
12 13.0 INDEMNIFICATION AND ENVIRONMENTAL PROVISIONS
13
14 13.1 SOCCCD's Indemnification. SOCCCD shall indemnify, protect, defend,
15 assume all responsibility for and hold harmless the City and its appointed and elected officials,
16 employees, contractors, representatives and agents (collectively referred to as the "Indemnified
17 Parties"), with counsel reasonably acceptable to the City, from and against any and all Claims
18 resulting or arising from or in any way connected with the following, provided SOCCCD shall
19 not be responsible for (and such indemnity shall not apply to) the gross negligence or willful
20 misconduct of the Indemnified Parties:
21
22 A. SOCCCD's use of the SOCCCD Property in any way;
23
24 B. Any other activities of SOCCCD;
25
26 C. Any plans or designs for Improvements prepared by or on behalf of the SOCCCD,
27 including any errors or omissions with respect to such plans or designs;
28
29 D. Any loss or damage to the City resulting from any inaccuracy in or breach in any
30 representation or warranty of SOCCCD, or resulting from any breach or default by SOCCCD
31 under this Agreement; or
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33 E. Any development or construction of improvements by SOCCCD, whether
34 regarding quality, adequacy or suitability of the plans, any labor, service, equipment, or material
35 furnished to the SOCCCD Property, any person furnishing the same or otherwise.
36
37 13.2 Environmental Indemnification. Effective as to the SOCCCD Property, upon
38 SOCCCD's acquisition of the fee title to all or any portion thereof, SOCCCD shall, to the
39 maximum extent permitted by law, indemnify, protect, defend, assume all responsibility for and
40 hold harmless the Indemnified Parties from and against any and all Claims resulting or arising
41 from or in any way connected with the existence, release, threatened release, presence, storage,
42 treatment, transportation and/or disposal of any Hazardous Materials at any time on, in, under,
43 from, about or adjacent to any portion or portions of the SOCCCD Property, regardless whether
44 any such condition is known or unknown now or upon acquisition and regardless of whether any
45 such condition pre-exists acquisition or is subsequently caused, created or occurring, provided,
03-63526.12 20
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however, that SOCCCD shall not be responsible for (and such indemnity shall not apply) to the
gross negligence or willful misconduct of the Indemnified Parties. This environmental
indemnity shall be included in any recorded short form of this Agreement against said lands and
shall be binding upon successors of SOCCCD owning all or any part thereof in accordance with
Section 13.3 of this Agreement.
13.3 Duration of Indemnities. The indemnities set forth in this Section 13 shall
survive any Closing or the termination of this Agreement, and shall be included in the Quitclaim
Deed and continue to be binding and in full force and effect in perpetuity with respect to
SOCCCD and its successors.
14.0 REPRESENTATIONS
14.1 City. The City hereby represents to SOCCCD that on and as of the date of this
Agreement and on and as of the Closing, the City has full capacity, right, power and authority to
execute, deliver and perform this Agreement and all documents to be executed by the City
pursuant hereto, and all required action and approvals therefore have been duly taken and
obtained for the Closing. The individuals signing this Agreement and all other documents
executed or to be executed pursuant hereto on behalf of the City shall be duly authorized to sign
the same on the City's behalf and to bind the City thereto. This Agreement and all documents to
be executed pursuant hereto by the City are and shall be binding upon and enforceable against
the City in accordance with their respective terms.
14.2 SOCCCD. SOCCCD hereby represents to the City that on and as of the date of
this Agreement and on and as of the Closing, SOCCCD has full capacity, right, power and
authority to execute, deliver and perform this Agreement and all documents to be executed by
SOCCCD pursuant hereto, and all required action and approvals therefore have been duly taken
and obtained for the Closing. The individuals signing this Agreement and all other documents
executed or to be executed pursuant hereto on behalf of SOCCCD shall be duly authorized to
sign the same on SOCCCD's behalf and to bind SOCCCD thereto. This Agreement and all
documents to be executed pursuant hereto by SOCCCD are and shall be binding upon and
enforceable against SOCCCD in accordance with their respective terms.
15.0 NOTICE
Notices shall be deemed sufficient under this Agreement if made in writing and
submitted to the following addresses (or to any new or substitute address hereinafter specified, in
a writing theretofore delivered in accordance with the notice procedure set forth herein by the
intended recipient of such notice):
If to the City: City of Tustin
300 Centennial Way
Tustin, CA 92780
Attn: City Manager & Assistant City Manager
03-83526.12
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City of Tustin
300 Centennial Way
Tustin, CA 92780
Attn: Community Development Director
With a copy to: George R. Schlossberg, Esq.
Kutak Rock LLP
1101 Connecticut Avenue, N.W.
Suite 1000
Washington, DC 20036
(202)828-2418
If to SOCCCD: Dr. Raghu P. Mathur, Chancellor
South Orange County Community College District
8000 Marguerite Parkway
Mission Viejo, CA 92692
With a copy to: Dennis O'Neil
Hewitt & O'Neil LLP
19900 MacArthur Blvd.
Irvine, CA 92612
16.0 EFFECT OF CONVEYANCE.
16.1 Effect of Ouitclaim Deeds. The delivery of the executed Quitclaim Deed
pursuant to this Agreement from the City to SOCCCD shall be deemed full performance by the
City of its obligations hereunder with regard to the SOCCCD Property other than any obligations
of the City which are required by this Agreement to be performed after the delivery of such
Quitclaim Deed.
16.2 Possession. Upon Closing, the City shall immediately deliver possession of the
SOCCCD Property to SOCCCD.
16.3 Richt of Reverter.
16.3.1 Notwithstanding SOCCCD's obligation to use the Property for the purposes for
which it was transferred in accordance with Section 10 of this Agreement in perpetuity, and
SOCCCD's obligation not to sell, transfer, assign or otherwise convey any interest in the
Property other than in accordance with section 12 of this Agreement for a period of thirty (30)
years, the Quitclaim Deed and the Bill of Sale shall each include, for a period of thirty (30)
years, a right of reverter ("Right of Reverter") in favor of the City that is incorporated into this
Agreement as if included herein.
16.3.2 The City shall incorporate the Right of Reverter in agreements and deeds with
other school districts developing property within Tustin Legacy and exercise such Right of
03-83526.12
22
I Reverter in a manner that does not discriminate against SOCCCD as compared with such other
2 school districts.
3
4 16.4 As Is, Where Is, With All Faults.
5
6 16.4.1 No Representations or Warranties. Except as provided herein, the SOCCCD
7 Property shall be conveyed "as is, where is, with all faults" and without any representation or
8 warranty whatsoever and without any obligation on the part of the City except as expressly
9 provided for by this Agreement or the Quitclaim Deed.
10
11 16.4.2 No Unauthorized Representations. No person acting on behalf of the City is
12 authorized to make, and by execution hereof, SOCCCD acknowledges that no person has made,
13 any representation, agreement, statement, warranty, guarantee or promise regarding the
14 SOCCCD Property or the transaction contemplated herein or the past, present or future zoning,
15 land use entitlements, construction, physical condition or other status of the SOCCCD Property
16 except as may be expressly set forth in this Agreement. No representation, warranty, agreement,
17 statement, guarantee or promise, if any, made by any person acting on behalf of the City that is
18 not contained in this Agreement will be valid or binding on the City.
19
20 16.4.3 Release. Save and except for the covenants, representations and warranties of
21 the City and any other "Released Party" (as defined below in this Section) under this Agreement,
22 SOCCCD and any person claiming by, through or under SOCCCD, including all voluntary and
23 involuntary successors of SOCCCD owning all or any portion of the Site ("Releasing Party"),
24 hereby waives, as of the date of execution of this Agreement and as of the Closing Date, its right
25 to recover from, and fully and irrevocably releases, the City and its officers, elected officials,
26 employees, agents, attorneys, affiliates, representatives, contractors, successors and assigns
27 (individually, a "Released Party", collectively, the "Released Parties") from any and all Claims
28 that SOCCCD may now have or hereafter suffer or acquire for any costs, losses, liabilities,
29 damages, expenses, demands, actions or causes of action: (a) arising from any information or
30 documentation supplied by any of the Released Parties; (b) arising from any condition of the
31 SOCCCD Property, known or unknown by any Releasing Party or any Released Party; (c)
32 arising from any construction defects, errors, omissions or other conditions, latent or otherwise,
33 including environmental matters, as well as economic and legal conditions on or affecting the
34 SOCCCD Property, or any portion thereof; (d) arising from the existence, release, threatened
35 release, presence, storage, treatment, transportation or disposal of any Hazardous Materials at
36 any time on, in, under, from, about or adjacent to the SOCCCD Property or any portion thereof;
37 (e) by any governmental authority or any other third party arising from or related to any actual,
38 threatened, or suspected release of a Hazardous Material on, in, under, from, about, or adjacent
39 to the SOCCCD Property, or any portion thereof, including any investigation or remediation at or
40 about the SOCCCD Property; (f) arising from the Tustin Legacy Backbone Infrastructure
41 Program, the cost or extent thereof, or the amount of the Fair Share Contribution; and/or (g)
42 arising from the formation of any community facilities district in connection with the
43 recoupment or payment of the Fair Share Contribution; provided, however, that the foregoing
44 release by the Releasing Parties shall not apply to the extent that any Claim is the result of the
45 willful misconduct or fraud of the City or its officers, employees, representatives, agents or
03-83526.12 23
1 consultants arising after the Close of Escrow. This release includes Claims of which SOCCCD
2 is presently unaware or which SOCCCD does not presently suspect to exist which, if known by
3 SOCCCD, would materially affect SOCCCD's release to the Released Parties. SOCCCD
4 specifically waives the provision of California Civil Code Section 1542, which provides as
5 follows:
6
7 "A general release does not extend to claims which the creditor does not know or
8 suspect to exist in his favor at the time of executing the release, which if known
9 by him must have materially affected his settlement with the debtor."
10
11 In this connection and to the extent permitted by law, SOCCCD hereby agrees, represents
12 and warrants, which representation and warranty shall survive the Closings on SOCCCD and the
13 termination of this Agreement and not be merged with the Quitclaim Deed, that SOCCCD
14 realizes and acknowledges that factual matters now unknown to it may have given or may
15 hereafter give rise to Claims or controversies which are presently unknown, unanticipated and
16 unsuspected, and SOCCCD further agrees, represents and warrants, which representation and
17 warranty shall survive the Closings on the SOCCCD Property and the termination of this
18 Agreement and not be merged with the Quitclaim Deed, that the waivers and releases herein
19 have been negotiated and agreed upon in light of that realization and that SOCCCD, on behalf of
20 itself and the other Releasing Parties, nevertheless hereby intends to release, discharge and acquit
21 the Released Parties from any such unknown Claims and controversies which might in any way
22 be included as a material portion of the consideration given to the City by SOCCCD in exchange
23 for the City's performance hereunder.
24
25 This release shall run with the land and bind all owners and successor owners thereof
26 and, to further evidence its effectiveness with respect to successor owners of the SOCCCD
27 Property, shall be included in its entirety in the Quitclaim Deed.
28
29 17.0 SHORT FORM NOTICE OF AGREEMENT
30
31 Upon execution of this Agreement, the City and SOCCCD shall execute the Short Form
32 Notice of Agreement attached hereto as Exhibit "I". The Short Form Notice of Agreement shall
33 be recorded in the Official Records of the County of Orange, California immediately following
34 the execution of this Agreement. The Short Form Notice of Agreement shall be in a form
35 approved by the City Manager and the City Attorney.
36
37 18.0 MISCELLANEOUS PROVISIONS
38
39 18.1 No amendment, change, modification or supplement to this Agreement shall be
40 valid and binding on any of the Parties unless it is represented in writing and signed by each of
41 the Parties hereto.
42
43 18.2 The covenants, representations and warranties contained in this Agreement shall
44 survive any investigation made by any Party hereto and the closing of the transactions
45 contemplated hereby.
03-83626.12 24
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2 18.3 The Parties shall fully cooperate with each other in attaining the purposes of this
3 Agreement and shall take any additional acts or sign any additional documents as may be
4 necessary or appropriate as related thereto.
5
6 18.4 In all cases, the language in all parts of this Agreement shall be construed simply,
7 according to its fair meaning and not strictly for or against any Party, with the view of preserving
8 and protecting the intent and purposes of the Reuse Plan and Specific Plan, it being agreed that
9 the Parties or their agents have all participated in the preparation of this Agreement.
10
11 18.5 No waiver of any provision of this Agreement shall be deemed or shall constitute
12 a waiver of any other provision whether or not similar, nor shall any waiver constitute a
13 continuing waiver. No waiver shall be deemed a waiver and no waiver shall be binding unless
14 executed in writing by the Party making the waiver.
15
16 18.6 The provisions of this Agreement shall be binding upon and inure to the benefit of
17 the Parties and the subsequent owner(s) of all or any portion of the SOCCCD Property and their
18 respective successors. There are no third -party beneficiaries to this Agreement, and neither Party
19 shall have any right to assign its rights under this Agreement except for the City's right to assign
20 this Agreement to a city or other governmental entity that succeeds to the City's jurisdictional
21 authority concerning the City Property.
22
23 18.7 This Agreement may be executed in two or more identical counterparts, each of
24 which shall be deemed to be an original and each of which shall be deemed to be one and the
25 same instrument when each Party signs each such counterpart.
26
27 18.8 All attachments to this Agreement, including all Exhibits and the Reuse Plan, are
28 incorporated as a part of this Agreement.
29
30 18.9 Each of the Recitals is incorporated into this Agreement.
31
32 18.10 All references to the Parties shall include all officials, officers, personnel,
33 employees, agents, assigns, and subcontractors of the Parties.
34
35 18.11 This Agreement, together with the exhibits attached hereto and the Reuse Plan
36 and Specific Plan, is intended by the Parties to be the final expression of their agreement with
37 respect to the subject matter of this Agreement and the complete and exclusive statement of the
38 terms of this Agreement between the Parties, and supersedes any prior understandings between
39 the Parties, whether oral or written.
40
41 18.12 The failure of either Party to insist, in any one or more instances, upon strict
42 performance of any of the terms of this Agreement shall not be construed as a waiver or
43 relinquishment of such Party's right to future performance of this Agreement, but the obligations
44 of the other Party with respect to such future performance shall continue in full force and effect.
45 Whenever the terms of this Agreement call for one Party to approve an action or make a
03-83526.12 25
I determination before the other Party may undertake or perform such action, said approval or
2 determination shall not be unreasonably denied or delayed.
3
4 18.13 Within ten (10) days after receiving a written request from SOCCCD, the City
5 will execute and deliver to SOCCCD an estoppel certificate stating whether (i) to the City's
6 knowledge SOCCCD or the SOCCCD Property is in violation of the provisions of this
7 Agreement, specifically including, but not limited to Section 3.2 and Article 12, and if the City
8 believes SOCCCD or the SOCCCD Property is in violation of any part of this Agreement,
9 describing such violation with reasonable detail, and (ii) in the City's belief a particular existing
10 or proposed use or transaction described by SOCCCD in reasonable detail in its request for such
11 estoppel certificate will violate Section 3.2 or Article 12 of this Agreement (and, if the City
12 believes such proposed use or transaction will constitute such a violation, then describing the
13 reason(s) for the City's belief with reasonable detail).
14
15 19.0 LIST OF EXHIBITS
16
17 A. Glossary of Defined Terms
18 B. Description of Initial SOCCCD Parcels
19 C. Description of Subsequent SOCCCD Parcels
20 D. Quitclaim Deed
21 E. Sublease
22 F. Short Form Notice of Sublease
23 G. Bill of Sale
24 H-1. Representations of the City
25 H-2. Representations of SOCCCD
26 I. Short Form Notice of Agreement
27
28
29
30 Signature Page Follows
03-83526.12 26
The Parties have each executed this Agreement as of the date first written above.
CITY OF TUSTIN
William Huston, City Manager
Approved as to Form:
City Attorney or Special Counsel
SOUTH ORANGE COUNTY COMMUNITY.
COLLEGE DISTRICT
Title:
Approved as to Form:
SOCCCD Counsel
M
03-83526.12 27
1
2 Exhibit A
3
4 Glossary of Defined Terms
5
6
7 "Advanced Technology Educational Campus" means an education oriented development
8 which may include traditional and non-traditional advanced education (extension and/or
9 advanced degree opportunities), adult education, continuing education, vocational, job and
10 educational training, or other educational and training opportunities, as well as accessory uses
11 when customarily associated with and subordinate with the educational uses listed above that
12 would include the following uses: dormitory/student apartment housing; minor support
13 commercial, office and retail service uses including but not limited to food services;
14 administrative offices; a post office; medical/dental clinics; laboratories and office facilities used
15 for basic and applied research, testing and consulting; industrial/commercial business incubators
16 which support educational programs or provide educational opportunities; maintenance facilities,
17 structures and storage facilities, and guard houses, gates and other security facilities and
18 structures. Any uses not listed above are subject to a determination by the Community
19 Development Director as either permitted, permitted subject to a conditional use permit or
20 prohibited, consistent with the terms and conditions of the Specific Plan, this Agreement, the
21 SOCCCD Property Quitclaim Deed, and the Sublease (until such Sublease terminates).
22
23 "Agreement" means this Agreement, the exhibits to this Agreement, and the Reuse Plan.
24
25 "Business Day(s)" means any day on which City Hall is open for business and shall
26 specifically include Fridays when City Hall is officially closed, Saturday, Sunday or a legal
27 holiday.
28
29 "CEQA" means the California Environmental Quality Act and implementing regulations
30 and guidelines, contained in Cal. Public Resources Code Section 21000 et seq., and Cal. Code of
31 Regulations, title 14, Section 15000 et seq.
32
33 "City" means the City of Tustin.
34
35 "Claim" or "Claims" means any and all claims, actions, causes of action, demands,
36 orders, or other means of seeking or recovering losses, damages, liabilities, costs, expenses
37 (including attorneys' fees, fees of expert witnesses, and consultants' and court and litigation
38 costs), fines, penalties, liens, taxes, or any type of compensation whatsoever, direct or indirect,
39 known or unknown, foreseen or unforeseen.
40
41 "Closing" or "Close of Escrow" means the point in time when the City conveys fee title
42 in all or a portion of the SOCCCD Property to SOCCCD.
43
44 "Closing Conditions" means the SOCCCD Closing Conditions and City Closing
45 Conditions.
03-83526.12 28
1 "Community Development Director" means the Community Development Director of the
2 City of Tustin.
3
4 "Development Processing Requirements" means the processing procedures and
5 requirements contained in Chapter 4 of the Reuse Plan, "Specific Plan Administration" and as
6 may be amended from time to time, including references in Chapter 4 to applicable requirements
7 of the Tustin City Code.
8
9 "Development/Reuse Regulations" means the applicable land use and development/reuse
10 regulations contained in Chapter 3 of the Reuse Plan, as may be amended from time to time,
11 including without limitation, height and size of proposed buildings, rules applicable to
12 landscaping, zoning, subdivisions, setbacks, density or intensity of use, exactions, timing of
13 development, dedication and reservation of land for public purposes, signage, growth
14 management, traffic demand management consistent with the Trip Budget Tracking System
15 established as part of the EIS/EIR and Specific Plan, and design criteria and guidelines of the
16 City including references in Chapters 2 and 3 to applicable requirements in the Tustin City Code.
17
18 "EIS/EIR" means the Joint Final Environmental Impact Statement/Environmental Impact
19 Report prepared and certified for the Reuse Plan and Specific Plan and other related
20 discretionary entitlement actions for which the City is the Lead Agency.
21
22 "Environmental Mitigation" means the improvements, dedications, applicable payments
23 in lieu of improvements, and the implementation, installation, and/or performance of measures or
24 tasks attributed to the development and use of the SOCCCD Property that have been identified in
25 the EIS/EIR or any subsequent required environmental documentation/assessment or pursuant to
26 any Funding Process or identified as a mitigation measure in the EIS/EIR or any subsequent
27 required environmental documentation/assessment which should or will be imposed as a
28 condition of approval of any development on the SOCCCD Property through any environmental
29 documentation/assessment of any development on the SOCCCD Property subsequent to the date
30 of this Agreement.
31
32 "Federal Law" means all applicable statutes, rules, regulations, and orders of the United
33 States relating to the realignment and closure of military bases, including, but not limited to, the
34 National Defense Authorization Act for fiscal year 1999, the Base Closure Community
35 Redevelopment and Homeless Assistance Act of 1994, and the National Defense Authorization
36 Act for fiscal year 2000, and the regulations promulgated thereunder, including, but not limited
37 to, 32 CFR Parts 174 and 175, as they currently exist or as may be amended and applicable to
38 this Agreement.
39
40 "Funding Process" means any plan or program for the financing of public improvements
41 authorized or allowed under any law, including but not limited to Government Code Section
42 54999 et seq., and Article XIIID, Section 4(a) of the State Constitution, which the City of Tustin
43 may initiate.
44
03-83526.12 29
1 "Government Requirements" shall mean all laws, statutes, codes, ordinances, rules,
2 regulations, standards, guidelines and other requirements, including the Tustin City Code, issued
3 by any governmental authority having jurisdiction over the Parties, the SOCCCD Property, or
4 any development project on the SOCCCD Property, or any component thereof.
5
6 "Horizontal Improvements" means the on site and off site infrastructure improvements
7 and utilities and dedications, or any applicable payments in lieu of improvements, which are the
8 full required obligation of the SOCCCD and are required to be constructed or installed on or in
9 connection with development of the SOCCCD Property, including all public and private streets,
10 roadways, drives, alleyways, sidewalks and all utilities required for the development of the
11 SOCCCD Property or to connect to off site infrastructure (e.g., utility connections); provided,
12 however, that Horizontal Improvements shall not include the Tustin Legacy Backbone
13 Infrastructure Program.
14
15 "LRA" means the Local Redevelopment Authority as such term is used and defined
16 pursuant to Federal Law.
17
18 "Major Improvements" means any improvements, alterations, reconstruction repairs,
19 replacements, additions or changes (collectively the "Changes") that (i) equal an aggregate of
20 10,000 square feet or more of floor area, (ii) constitute a physical site change, (iii) constitute
21 construction or Changes to the roofs, exterior stucco or siding, windows or architecture of
22 buildings on the SOCCCD Property, or (iv) would normally require a plan check by the State
23 Architects office.
24
25 "MCAS Tustin" means the former Marine Corps Air Station at Tustin, California.
26
27 "Personal Property" means that certain tangible personal property, including without
28 limitation, furnishings, furniture, machinery, equipment, tools, appliances, utility distribution
29 systems, and vehicles that may have been left on the SOCCCD Property following transfer by
30 quitclaim deed or lease of the SOCCCD Property from the Government to the City, which is to
31 be transferred to SOCCCD in an "As is, where is" condition under the terms of this Agreement.
32
33 "Reuse Plan" means the MCAS Tustin Specific Plan/Reuse Plan dated October 16, 1996,
34 including as a part thereof an Errata dated September 1998, and as such Reuse Plan may be
35 adopted and amended from time to time.
36
37 "SOCCCD" means the South Orange County Community College District.
38
39 "SOCCCD Property" means the real property located within the bounds of MCAS Tustin
40 to be conveyed to the SOCCCD. The SOCCCD Property will include:
41
42 i. All improvements on the SOCCCD Property.
43
44 ii. All hereditaments and tenements therein and reversions, remainders,
45 issues, profits, privileges and other rights belonging or related thereto excluding:
03-83526.12 30
2 a. Any and all oil, oil rights, minerals, mineral rights, natural gas
3 rights and other hydrocarbons by whatsoever name known, geothermal steam and all
4 products derived from any of the foregoing, that may be within or under the SOCCCD
5 Property together with the perpetual right of drilling, mining, exploring for and storing in
6 and removing the same from the SOCCCD Property or any other land, including the right
7 to whipstock or directionally drill and mine from lands other than the SOCCCD Property,
8 oil or gas wells, tunnels and shafts into, through or across the subsurface of the SOCCCD
9 Property and to bottom such whipstocked or directionally drilled wells, tunnels and shafts
10 under and beneath or beyond the exterior limits thereof, and to redrill, retunnel, equip,
11 maintain, repair, deepen and operate any such well or mines; but without, however, the
12 right to drill, mine, store, explore or operate through the surface of the SOCCCD
13 Property.
14
15 b. Any and all water, water rights or interests therein appurtenant or
16 relating to the SOCCCD Property or owned or used by the City in connection with or
17 with respect to the SOCCCD Property ( no matter how acquired by the City), whether
18 such water rights shall be riparian, overlying, appropriative, littoral, percolating,
19 prescriptive, adjudicated, statutory or contractual, together with the perpetual right and
20 power to explore, drill, redrill and remove the same from or in the SOCCCD Property, to
21 store the same beneath the surface of the SOCCCD Property and to divert or otherwise
22 utilize such water, rights or interests on any other property owned or leased by the City;
23 but without, however, any right to enter upon or use the surface of the SOCCCD Property
24 in the exercise of such rights.
25
26 "Sublease" means that sublease by which the City transfers possession of that portion of
27 the SOCCCD Property to SOCCCD held by the City pursuant to the Lease In Furtherance Of
28 Conveyance dated May 13, 2002, pending its conveyance by quitclaim deed from the
29 Government to the City.
03-83526.12 31
Exhibit B
Description of Initial SOCCCD Parcels
1
2
3
4
5
6
7
8
9
10
Il
12
13
14
15
16
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18
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23
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25
26
27
28
29
30
31
PS OMAS
LEGAL DESCRIPTION
EXHIBIT "A"
PARCEL I -E-1.1
Being Parcel I -E-1.1, in the City of Tustin, County of Orange, State of California as described in
Lot Line Adjustment No. LLA 03-01 recorded April 15, 2003 as Instrument No. 2003000418455,
Official Records.
Containing 1,572,097 square feet, 36.09 acres more or less.
As more particularly shown on Exhibt "B" attached hereto and made a part here of.
Prepared under my supervision.
t c &Lo -3
Peter J. Fitzpatrick, PLS 6777 Date
Registration Expires 9/30/04
M:\2TUS010501\survey\Task 2\Legals\Pcl I-E-P.igiut of I
Last printed 5/16/03 12:11 PM
EXHIBIT B
CURVE TABLE
w
DELTA
RADIUS
I yp
.n
Cl
021005
m ❑
124.83
QI IN
S4TE S49'19'54"E
ut J -E-1.1
_
4
44.34'
.34'
9.97' rn
VALB M
AVE.
3
CI w 'o m
INST. N0, 2003000418455, OR
I��
❑
aN
�
O N�NOry
a6 oM
N N m� II II 11
MN
v
M n
N40'39'1 5"E
N Zd 2J
,nv
A-33'53'p"
'r
88.79'
398 40'
R=3620'
N93 3'
'234"W
L=214.11' R AD) PRC
w /
"96'28'53"
R=14.50'
m 0�' L=21.89'
m
�G
580'23'59"E
76.58'
m
r -31'01'38"
R=25.00'
M
L=13.54'
S
349'06'05"E 595.92'
QI72
CURVE TABLE
No.
DELTA
RADIUS
LENGTH
Cl
021005
3108.9
124.83
300 150 0 300
GRAPHIC SCALE: 1"=300'
a,
m
a
m
n m
( z e
a
QI IN
N47"W
ut J -E-1.1
230.4
230.46
LD7LJNc ADJUSTMENT 03-01
INST. N0, 2003000418455, OR
I��
3
,n
3
N40'39'1 5"E
S50'49'29
f o
'r
88.79'
398 40'
I� I by �o \
0 N
550'08'15"E
77 549'20'45"E 157.69'
230.46' !+w
"n
MN
Z
3 N50'08'15"W �
m
nN
89' op m w 3
M M N r W
it)'vt
77_ ,O p N V �. V N ✓1 n N
m V (n Vl p a0 n
29_`.09' Z o Z
_ N4293 18 341.31'
56'09"W /' N48 �—
ul
QI noo 3� �
:gym m n��. mm 3 mm
c N r ❑ .n o r�r, o.o
ON YI6 MNM ❑:O0
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NI
I
DESCMPTON: Parcel I -E-7.1 Lotline Adjustment No. 03-01 BHEET)OF1 SCAU I' -300'
TWME, -CHL
P S OM A S CBEC ED PJF
MCAS-TUSTIN °,�
yy Ap DATE MAY 16, 2003
Gds llw GlMA JOB
v
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
PS OMAS
Legal Description
Exhibit "A"
Parcel I -E-3
(Reuse Plan Disposition Site 1)
In the City of Tustin and the City of Irvine, County of Orange, State of California, being
those portion of Block 10, 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 the records of said County,
described as follows:
For the purpose of this description the following Control line is hereby established:
Control line "A"
Beginning at the intersection of the centerline of Red Hill Avenue with the centerline of
Valencia Avenue as shown on said Record of Survey, the centerline of Red Hill Avenue
having a bearing of South 40°37'39" West between Valencia Avenue and Warner
Avenue; thence South 49020'07" East 106.23 feet to the beginning of a curve concave
southwesterly having a radius of 1400.04 feet; thence southeasterly along said curve
134.49 feet through a central angle of 5030'14"; thence
South 43°49'53" East 101.77 feet to the beginning of a curve concave northeasterly
having a radius of 1400.04 feet; thence southeasterly along said curve 103.54 feet
through a central angle of 4'14'15" to a point hereinafter referred to as point "E".
Control line "C"
Beginning at hereinabove described point "E'; thence North 40°40'06" East 79.56 feet
to a point hereinafter to be referred to as point "C'; thence continuing North 40040'06"
East 659.46 feet to a point that is distant 445.49 feet southeasterly, measured at right
Page I of 3
I':\Surveys\2tnis010200\reporls`.Renumbered ParcelsVegal-parcel I-E-3.doc 4/27/02 1228 PM
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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 -E-3
(Reuse Plan Disposition Site 1)
angles, from the centerline of said Red Hill Avenue between Valencia Avenue and Santa
Fe Drive and distant 604.41 feet southwesterly measured at right angles, from the
Southwesterly line of the land shown on Parcel Map filed in book 64, page 39 of Parcel
Maps, records of said County, as said centerlines are established on said Record of
Survey.
Parcel I -E-3
Beginning at the hereinbefore described point "C'; thence leaving said control line "C",
North 49°19'54" West 30.00 feet to the True Point Of Beginning; thence
South 87°33'50" West 36.69 feet; thence North 45°10'56" West 9.92 feet to the
beginning of a curve concave northeasterly having a radius of 143.50 feet; thence
northwesterly along said curve 31.99 feet through a central angle of 12'46'19"; thence
North 32°24'37" West 28.61 feet to the beginning of a curve concave southwesterly
having a radius of 159.50 feet; thence northwesterly along said curve 31.79 feet through
a central angle of 11'25'16"; thence North 43°49'53" West 42.11 feet to the beginning
of a curve concave southwesterly having a radius of 1464.04 feet, being concentric with
and 64.00 feet northeasterly of said control line "A'; thence northwesterly along said
concentric curve 140.62 feet through a central angle of 5'30'11"; thence leaving said
concentric curve North 49°20'04" West 15.29 feet; thence North 04°20'50" West
36.78 feet to a line that is parallel with and distant 65.00 feet southwesterly from said
centerline of Red Hill Avenue; thence along said parallel line North 40°38'29" East
50.00 feet; thence leaving said parallel line South 49°21'31" East 12.00 feet to a line that
is parallel with and distant 77.00 feet southeasterly from said centerline of Red Hill
Avenue; thence along said parallel line North 40°38'29" East 41.13; feet thence leaving
Page 2 of 3
F:\Sumeys\21us0 10200\reports\Renumbered Parcels\legal-parcel I-E-Idoc 4/27/02 12:28 PM
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2
3
4
5
6
7
8
9
10
11
12
13
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15
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17
18
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23
24
25
PS OMAS
Legal Description
Exhibit "A"
Parcel I -E-3
(Reuse Plan Disposition Site 1)
said parallel line South 49°19'54" East 338.24 feet to a line that is parallel with and
distant 30.00 feet northwesterly from said control line "C"; thence along said parallel
line South 40°40'06' West 123.89 feet to the True Point Of Beginning
Containing 43,597 Square Feet or 1.00 Acres
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 Date
Page 3 of 3
F:ASurveys\2tus010200Areports\Renumbered ParcelsVlegal-parcel I-F_-3.doc 4/27/02 12:28 PM
LANo3,
A
LS 4838
EXPIRES9/30/04
OF
74
DATE t—> --C- -_
SANTA FE
RD
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a f A
* LS s!e
EXPIRES: 9/:AI/Oq
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LI I
Q 65'
w
J
z
0 z
I11 77'
>z
VALENCIA
RD.
Bea' Table
No. I Bearing I Dislonae
R=90.00'
L=36.72'
L =23'23'52"
EXHIBIT B
—J-1l
NOT A PART
o.
Curve ale
No.
Radius Delta Length
V D
C1
1 14J.50 12'4619 31,99
C2
159.50 1 11'2516 31.79
W
Z
t1
J
\
�
N49•21'2e'w
t1
Lli
SOUTHWESTERLY
LINE
Q
T
P.M.B. 64/39
%
\
U
�
N49'19'54'W 336.24'
POINT 'V
0 50
100
_C-)
a
o Z/7
aj
C/�
1.00 Acres TPOB._
L
SCALE: 1"=100'
0
L1
572'43'46"E
549'19'54"E 34308'
(RAD)
Bea' Table
No. I Bearing I Dislonae
R=90.00'
L=36.72'
L =23'23'52"
7-E ,1-14
aw �9' n.. __.10 L7p a _ gq�7L71
A�5'30' 74 4=°03.
S43'49'53"E
R=1400.
CONTROL LINE 'Ae POINT "E"
w
U
m
0
0
0
z
—POINT "C"
OT @
m
Werner DATE •[ P -v
Ave—
OESCRIPPON: PARCEL 1—E-3 (REUSE PLAN DISPOSITON SIZE 1) S EU 1 OF 1 SCALE 1'-100'
P S O M A S CRACKED RAK
MCAS-TUSTIN R„�.A-� DAM A L=
Lpt qp OAIE APRIL, 2002
lmlo Ilw CA fAE6 ,IDB p
(TI)EI—III! fuQIQllf-6p NUMBER 2KUS010200 $B
PARCEL
—J-1l
NOT A PART
o.
Curve ale
No.
Radius Delta Length
V D
C1
1 14J.50 12'4619 31,99
C2
159.50 1 11'2516 31.79
W
Z
t1
J
J
O
Z
L�
U
N49'19'54'W 336.24'
POINT 'V
" L7
PARCEL I—E-3
aj
L6 n
1.00 Acres TPOB._
Mj
7-E ,1-14
aw �9' n.. __.10 L7p a _ gq�7L71
A�5'30' 74 4=°03.
S43'49'53"E
R=1400.
CONTROL LINE 'Ae POINT "E"
w
U
m
0
0
0
z
—POINT "C"
OT @
m
Werner DATE •[ P -v
Ave—
OESCRIPPON: PARCEL 1—E-3 (REUSE PLAN DISPOSITON SIZE 1) S EU 1 OF 1 SCALE 1'-100'
P S O M A S CRACKED RAK
MCAS-TUSTIN R„�.A-� DAM A L=
Lpt qp OAIE APRIL, 2002
lmlo Ilw CA fAE6 ,IDB p
(TI)EI—III! fuQIQllf-6p NUMBER 2KUS010200 $B
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
PSOMAS
Legal Description
Exhibit "A"
Parcel I -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
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 the records of said County, described as follows:
Parcel I -E-4
Beginning at the intersection of the centerline of Red Hill Avenue with the centerline of
Valencia Avenue as shown on said Record of Survey, the centerline of Red all Avenue
having a bearing of South 40°37'39" East between Valencia Avenue and Warner Avenue;
thence South 49°20'07" East 103.05 feet; thence South 40°39'53" West 52.00 feet to the
True Point of Beginning; thence South 49°20'07" East 3.18 feet to the beginning of a
curve concave southwesterly having a radius of 1348.04 feet; thence southeasterly along
said curve 45.04 feet through a central angle of 1'54'51" to the beginning of a compound
curve concave southwesterly having a radius of 42.00 feet, a radial line to said beginning
bears North 42°34'44" East; thence southeasterly along said curve 11.95 feet through a
central angle of 16°18'19"; thence South 31006'57" East 31.73 feet to the beginning of a
curve concave northeasterly having a radius of 58.00 feet; thence southeasterly along said
curve 12.87 feet through a central angle of 12°42'56"; thence South 43°49'53" East 61.09
feet to the beginning of a curve concave northeasterly having a radius of 58.00 feet; thence
southeasterly along said curve 14.33 feet through a central angle of 14009'14"; thence
South 57°59'07" East 36.66 feet to the beginning of a curve concave southwesterly having
a radius of 42.00 feet, thence southeasterly along said curve 10.38 feet through a central
angle of 14°09'17"; thence South 43°49'50" East 9.46 feet to the beginning of a curve
F:\,Surveys\2ms010200trcponsVegal-Pucel_l-E-4.doc
4/26/02 2:06 PM
Page I of 2
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22
IPSOMAS
Legal Description
Exhibit "A"
Parcel I -E-4
(Portion of Reuse Plan Disposition Site 1)
concave northeasterly having a radius of 1452.04 feet; thence southeasterly along said
curve 64.40 feet through a central angle of 2°32'29"; thence South 02051'08" East 23.41
feet; thence South 47°19'39" East 11.70 feet; thence South 40°29'44" West 47.00 feet;
thence North 49°19'54" West 351.89 feet to a point on a line parallel with and distant
77.00 feet southeasterly from the centerline of said Red Hill Avenue; thence along said
parallel line North 40°37'39" East 59.07 feet to a point lying South 85°38'32" West 36.79
feet from the True Point of Beginning; thence leaving said parallel line
North 85°38'32" East 36.79 feet to the True Point of Beginning.
Containing 24,672 square feet or 0.57 acres, more or less.
As shown on Exhibit `B" attached hereto and by this reference made a part hereof.
prepared under my supervision
Walter A. Sheek P.L.S. 4838 r/ Date
Revised April 17, 2002
F:\Surveys\2tus010200keports\legal-Parcell-E-4.doc
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Page 2 of 2
y�CNP.L LAND
4� $P
LS 4838
EXPIRES: 9/30/04
OF
SMS- EXHIBIT B
N
RS 01-JJ15 R, S,El 166/3-1— 30
VALENCIA AVE.
M
i54529503"W N42'34'44"E 1' r)
P.O.B. 0PCC (RAD) LOT IJ
S '20'07"E N43' '¢i^
C2 RAD
Cl
03.05 L2 C3 L3 C¢ 14 C5 LS C6
T.p*
o P L I -E-4 L6 LOT
O r 2
m :J `J
r 110
L7
L1 PARCEL I -E-4
77 s9.o7 a7.00'
30' 7' N40'37'39"E 0.57 AC.
n^ N49'19'54W 351.89'
m
Z OI IN )
BEARING TABj
N
N0• BEARING DISTANCE �3
Q Ll S49'2007 E 3.18
L2 531'06 57 E 31.73 r va
13 543'49 53 E 61.09
o
14 S5T59 07 E 36.66
J o f L5 545'49 50 E 9.46 I N
o l L6 502'51 OBE 23.41
J I m L7 54T 19 39 E L,
2 L8 N40 37 39 E
L9 S49-22 21 E 5.00
Q n tD L11 N85'38 32 E u
//�� I ^ i Li 1 N80'23 59 W
cr NI \
y� LLI \ONPL LAryO
'S 11 9 A Sy 9G'PL
(II)+ m NOT A PART ''\ N 4�j4 ZP
MI LS 4B38
CURVE TABLE 0\�� EIIPIK& 9/30/04
zI Np RADIUS LENGTH DELTA
C2 142004 —47 11.95 106'1819 07 w'� OF CALIFOR�\P
C3 58.00 12.87 12'42 56
C4 58.00 14.33 140914
C5 a2.DD 10.38 14.0917 LL
C6 1452.04 64.40 52'3229 /
w C7 14.50 21.89 86'28 53
CB 25.00 13.54 31'01 38 / / p L
9
6 �
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0.
77' /6 k
/ DATE �5-e-
�
/
_ N49'22.21WT
( j
131.81'— 9'2221"WL71 72.00 j 1
v
WARNER AVE. D `�D
SCALE: 1"=100'
DESCRIPTON: Pa I -E-4 (P"6 0 R.. Plm Mp.ft6 1) SHEET OF SCALE
PSOMAS ° CHECKED RAT
KED LS
MCAS-TUSTIN°~w DAIS APRIL 2002
Geld Yq q 0R ,pD
Ingnl--rm r..Plgslseal NUMBER 2NS0I0200
i
Exhibit C
Description of Subsequent SOCCCD Parcels
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
PS OMAS
Legal Description
Exhibit "A"
Parcel IV -J-4
(Portion ofReuse Plan Disposition Site 1; Portion of Carve -Out 5)
In the City of Tustin, County of Orange, State of California, being those portions of
Block 10 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 Surveys, both of the records of said County, described as
I follows:
For the purpose of this description the following Control lines are hereby established:
Control line "A"
Beginning at the intersection of the centerline of Red Hill Avenue with the centerline of
Valencia Avenue as shown on said Record of Survey, the centerline of Red Hill Avenue
having a healing of South 40037'39" West between Valencia Avenue and Warner
Avenue; thence South 49020'07" East 106.23 to the beginning of a curve concave
southwesterly having a radius of 1400.04 feet; thence southeasterly along said curve
134.49 feet through a central angle of 5°30'14'; thence South 43049'53" East 101.77
feet to the beginning of a curve concave northeasterly having a radius of
1400.04 feet; thence southeasterly and easterly along said curve 103.54 feet through a
central angle of 4° 14' 15" to a point hereinafter to be referred to as Point 'E"; thence
continuing along said curve an arc distance of 30.86 feet through a central angle of
1°15'46"; thence South 49°19'54" East 586.96 feet to the beginning of a curve concave
northeasterly having a radius of 1400.04 feet; thence southeasterly and easterly
564.01 beet along said curve through a central angle of 23°04'55" to a point hereinafter
referred to as Point "J'; thence continuing easterly 169.68 feet along said curve through
Page_ 1 01-5
P'ASurveysQtus010200'a epnrtsTcmnnbe,ed ParcelsVlegal-parcel IV -1,4 doc 4/26/02 6:45 A
PS OMAS
Legal Description
Exhibit "A"
Parcel IV -J-4
(Portion ofReuse Plan Disposition Site 1; Portion of Carve -Out 5)
1 a central angle of 6°56'38"; thence South 79°21'27" East 309.99 feet to a point
2 hereinafter referred to as Point "A".
3
4 Control Line "D"
5
6 Beginning at said Point "A'; thence North 15°38'31" East 159.80 feet to the beginning of
7 a curve concave westerly having a radius of 600.02 feet; thence northerly along said
8 curve 116.30 feet through a central angle of 11'06'2 1" ; thence North 4'32'10" East
9 747.07 feet to the beginning of a curve concave southeasterly having a radius of 251.01
10 feet; thence northerly and northeasterly along said curve 157.51 feet through a central
11 angle of 36'05'52"; thence North 40°38'02" East 667.92 feet to the beginning of a non -
12 tangent curve concave southwesterly having a radius of 1850.05 feet, a radial line to said
13 beginning bears North 38°26'27" East; thence southeasterly along said curve 152.39 feet
14 through a central angle of 4'43'10" to a point 246.81 feet southeasterly, measured at right
15 angles, from the southeasterly line of the Parcel Map filed in Book 64, Page 39 of Parcel
16 Maps, Records of said Comity, as said line is established on said Record of Survey, and
17 554.74 feet, measured at right angles, from the centerline of Edinger Avenue as shown on
18 said Record of Survey.
19
20 Control line "C"
21
22 Beginning at the hereinbefore described Point "E'; thence North 40°40'06" East
23 739.01 feet to a point that is 445.49 feet southeasterly, measured at right angles, from the
24 centerline of said Red Hili Avenue between Valencia Avenue and Santa Fe Drive, and
Pal,»2ut5
P:\Surveysltus010200'aepurts\Renumbered Parcelsdegal-pareei 1V-1 4 dm 4/26/02 6:45 AM
to
11
12
13
14
15
16
17
13
19
20
21
22
23
Legal Description
Exhibit "A"
Parcel IV -J-4
(Portion ofReuse Plan Disposition Site 1; Portion of Carve -Out 5)
604.41 feet southwesterly of the southwesterly line of said Parcel Map as established on
said Record of Survey
Parcel IV -J-4
Beginning at hereinbefore described Point "J"; thence, radial to the above described
curve which Point `B" lies on, North 17'35'11 " East 67.14 feet to the
True Point of Beginning; thence North 73°31'26" West 47.60 feet; thence
South 64°04'33" West 24.04 feet to the beginning of a non -tangent curve concave
northeasterly having a radius of 1038.68 feet, a radial line to said beginning bears
South 19°04'33" West; thence westerly and northwesterly along said curve 99.00 feet
through a central angle of 5°27'40" to the beginning of a compound curve concave
northeasterly having a radius of 1353.04 feet, said curve also being concentric with and
47.00 feet northeasterly of said Control Line "A'; thence northwesterly along said
concentric curve 210.83 feet through a central angle of 08°55'40" to a point hereinafter to
be referred to as Point "I"; thence continuing northwesterly along said curve 170.11 feet
through a central angle of 07°12'l 3" to a line parallel with and 47.00 feet northeasterly of
said Control Line "A'; thence along said parallel line North 49°19'54" West 313.79 feet
to the beginning of a curve concave northeasterly having a radius of 3092.59 feet;
thence, leaving said parallel line, northwesterly along said curve 124.26 feet through a
central angle of 2°18'08" to the beginning of a reverse curve concave southwesterly
24 II having a radius of 3108.59 feet, a radial line to said beginning bears
Page 3 of 5
F:ASureys�2tus01 OZ00:reports\Renumbered Pa,cels\lesal-parcel IV-J-4_doc 4/26/02 6:45 AM
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PS QMAS
Legal Description
Exhibit "A"
Parcel IV -J-4
(Portion ofReuse Plan Disposition Site 1; Portion of Carve -Out 5)
North 42 58' 14 " East; thence northwesterly along said curve 124.83 feet through a
central angle of 2'l 8'03; thence North 4'22'13" West 35.33 feet to a line parallel with
and 30.00 feet southeasterly of said Control Line "C"; thence along said parallel line
North 40°40'06" East 237.97 feet; thence leaving said parallel line
North 85°40'05" East 21.21 feet to a line parallel with and 45.00 feet southeasterly of
said Control Line "C"; thence along said parallel line North 40040'06" East 43.35 feet;
thence leaving said parallel line South 49'l 0'56" East 742.22 feet to a point lying
North 40°37' 08" East 313.67 feet from the hereinbefore described Point "I'; thence
continuing North 49°10'56" East 222.90 feet; thence South 711'09" West 236.11 feet to
the True Point of Beginning.
Excepting therefrom the following parcel:
Parcel IV -J -S
Beginning at hereinbefore described Point "J"; thence radial to the above described curve
which Point `B" lies on, North 1735'11 " East 67.14 feet to the True Point of
Beginning; thence North 73°31'26" West 47.60 feet; thence
South 64°04'33" West 24.04 feet to the beginning of a non -tangent curve concave
northeasterly having a radius of 1038.68 feet, a radial line to said beginning bears South
19°04'33" West; thence westerly and northwesterly along said curve 99.00 feet through a
central angle of 5°27'40" to the beginning of a compound curve concave northeasterly
having a radius of 1353.04 feet, said curve also being concentric with and 47.00 feet
24 II northeasterly of said Control Line "A"; thence northwesterly along said concentric curve
Page 4 of 5
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IS
16
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20
21
22
23
24
TS OMAS
Legal Description
Exhibit "A"
Parcel IV -J-4
(Portion ofReuse Plan Disposition Site 1; Portion of Carve -Out 5)
210.83 feet through a central angle of 8°55'40'; thence North 40037'08" East 313.67
feet to the southeasterly terminus of that certain course hereinabove cited as having a
bearing of "South 49°10'56" East" and a distance of "742.22 feet'; thence along the
southeasterly prolongation of said course South 4910'56" East 222.90 feet to the
southeasterly terminus thereof; thence South 711'09" West 236.11 feet to the
True Point of Beginning.
Containing 243,969 sq. ft. / 5.60 acres, more or less.
As shown on Exhibit `B" attached hereto and by this reference made a part hereof,
Prepared under my supervision I�VAPL FANO Sp
� �,�EO A SyF PLc^
LS 4838
EXPIRES: 9/30/04
Walter A.Sheek P.L.S. 4838 Date'"
Page 5 of'5
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OF
DATE
M.
lO
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m
K
a
w
6 Z
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N40'39' 15"E
/%554.74'
EXHIBIT B
0
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O.R. � 11:30/12
LOT 66I An
Ngo
0
G
IRViNfJ'S I G�°aO
'37°E "°
Dy—SUPDI�/1SlON
IcaF-_____
rd.Ri'1 1/88
SOUTHEASTERLY LINE
PM8 64/39
CQ
gP
(01" c
m
w
z
II No. I Bearing I Distance
(� POINT E—�
�CN40'40'06
604.41' E 73"-901=ONTROL LINE C2
C°
R,S.s. -17/43
RED HILL
ILL
Q
IC)
a i3Y<
162.0
N40'
Curve Table
N. Ra6lius Delta Length
N40 -38'29"E 1389.00'
LjL
ar*rl�
SHEET 1 Or 2
SCALE l'-300'
PARCEL\
Z49/]0/04
P S O M p grDcR"_ECKED
qM lu Ywm
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EO RAT
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APRIL, 2002
A
R 21U5a10200
(� POINT E—�
�CN40'40'06
604.41' E 73"-901=ONTROL LINE C2
C°
R,S.s. -17/43
RED HILL
ILL
Q
IC)
a i3Y<
162.0
N40'
Curve Table
N. Ra6lius Delta Length
QA;F
BLOCK -10
SHEET 1 Or 2
SCALE l'-300'
PARCEL\
-TUSTIN
P S O M p grDcR"_ECKED
qM lu Ywm
0vn
EO RAT
Ls
APRIL, 2002
A
R 21U5a10200
NOT A PART
IV -J-3
NOT A PART
PARCEL
OT 76
j
IV—J-4
N
5.60 Acres
RS 07- -If 5
RSA 167/31-3FJN
Iw
w
I�
(� POINT E—�
�CN40'40'06
604.41' E 73"-901=ONTROL LINE C2
C°
R,S.s. -17/43
RED HILL
ILL
Q
IC)
a i3Y<
162.0
N40'
Curve Table
N. Ra6lius Delta Length
QA;F
DESCRIP`EWP=oI IV—,F4 (Reuse Plan Df om ton Site 1; porton of Corn—Out 5)
SHEET 1 Or 2
SCALE l'-300'
_]lei
MCAS
-TUSTIN
P S O M p grDcR"_ECKED
qM lu Ywm
0vn
EO RAT
Ls
APRIL, 2002
A
R 21U5a10200
EXHIBIT B
POINT "J"
SEE SHEET 1 OF 2
�1 Nl 7'35'11"E
67.14
_ _ TPOB
PCL. IV -J-4
�p
N "
PARCEL IV -J-5 N a
u NOT A PART___
I�1 j, JrJn
S40'37'08'W 313.67'
7 VJ
C7 �' CURVE TABLE
No. RADIUS DELTA LENGTH
ELIO
11 ) Ci 1038_68 05'27 40 99.00
CT) U)
POINT -Y'
C7
Cj
LU a N
Uoj
QZo
Q W N
VL � lV
✓1 N
PARCEL IV -J-4
5.60 ACRES
CONTROL LINE RCR
BEARING I DISTANCE
R=1353.04'
L=210.83'
0 =08'55'40"
O
m
n
OSI
F
a
y
a
F
l-�
W
W
VED B
�I
Z
10
U)
LI
O
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LLI
v
l_1
J
`
o
w
O
DATE S�
U
pia
N40 -40.06"E
SEE SHEET7T9,0V
1 OF
RESCRIP110N: P.,c IV -J-4 (Reuse Pim OMpoelUon SIN 1: pertlm of Ccrn-L4t 5)
R,j¢ET'j (]E 2
a
Z
P S O M /1L
O
L�
RAT
MCAS-TUSTIN
U
CONTROL LINE RCR
BEARING I DISTANCE
R=1353.04'
L=210.83'
0 =08'55'40"
L5 L4
OSI
a
ml
l-�
(-J
W
VED B
�I
L3
m
LI
uj
a
237.97'
v
L5 L4
a
VED B
L3
-, o
N40'40'06"E
a
237.97'
n
`
o
POINT "E"
0
0
DATE S�
pia
N40 -40.06"E
SEE SHEET7T9,0V
1 OF
RESCRIP110N: P.,c IV -J-4 (Reuse Pim OMpoelUon SIN 1: pertlm of Ccrn-L4t 5)
R,j¢ET'j (]E 2
SCALE 1'-100'
P S O M /1L
S
DRAFTED
RAT
MCAS-TUSTIN
7 .f
CHECED 1_5
[ATEKAPRIL. 2002
W. M. G91626
me
SOMAS
Legal Description
Exhibit "A"
Parcel IV -J-5
(Reuse Plan Disposition Site 19; portion of Carve -Out 5)
1 In the City of Tustin and the City of Irvine, County of Orange, State of California, being
2 those portions of Blocks 10, of Irvine'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 Surveys, both of the records of said County,
5 described as follows:
6
7 For the purpose of this description the following Control lines are hereby established:
8
9 Control line "A"
10
11 Beginning at the intersection of the centerline of Red Hill Avenue with the centerline of
12 Valencia Avenue as shown on said Record of Survey, the centerline of Red Hill Avenue
13 having a bearing of South 40°37'39" West between Valencia Avenue and Wanner
14 Avenue ; thence South 49°20'07" East 106.23 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 5°30'14'; thence
17 South 43049'53" East 101.77 feet to the beginning of a curve concave northeasterly
18 having a radius of 1400.04 feet; thence southeasterly along said curve 134.40 feet
19 through a central angle of 5°30'01"; thence South 49°19'54" East 586.96 feet to the
20 beginning of a curve concave northeasterly having a radius of 1400.04 feet; thence
21 southeasterly and easterly along said curve 564.01 feet through a central angle of
22 23°04' 55" to a point hereinafter to be referred to as Point "J".
23
24
Page 1 oF2
F'ASurveys\2tus010200treportsARenumbered ParcelsV1ega1-parce1 IV-1-5.doc 4/27/02 12:3$ PN I
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it
12
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23
ZIPS OMAS
Legal Description
Exhibit "A"
Parcel IV -J-5
(Reuse Plan Disposition Site 19; portion of Carve -Out 5)
Parcel IV -J-5
Beginning at hereinbefore described Point "J'; thence radial to said curve
North 17'35'11" East 67.14 feet to the True Point of Beginning; thence
North 73°31'26" West 47.60 feet; thence South 64004'33" West 24.04 feet to the
beginning of a non -tangent curve concave northeasterly having a radius of 1038.68 feet, a
radial line to said beginning bears South 19104'33" West; thence westerly and
northwesterly along said curve 99.00 feet through a central angle of 5027'40" to the
beginning of a compound curve concave northeasterly having a radius of 1353.04 feet,
said curve also being concentric with and 47.00 feet northeasterly of said Control Line
"A"; thence northwesterly along said concentric curve 210.83 feet through a central
angle of 8°55'40"; thence North 40°37'08" East 313.67 feet; thence South 49010'56"
East
222.90 feet; thence South 7°11'09" West 236.11 feet to the True Point of Beginning.
Containing 83,104 sq. ft / 1.91 acres, more or less.
As shown on Exhibit `B" attached hereto and by this reference made a part hereof
Prepared under my supervision
Walter A. Sheek P.L.S. 4838 Date
Page 2 of 2
r:\Surveys\2tus010200\reports\ILenumbered Parcels\legal-parcel IV-1-SAm 4/27/02 12:38 PM
A
k LS 4838
EXPIRESv A/30�Ob
OF
DATE 5 `t� - o
EXHIBIT B
Lo f 77
C,
_n.�r
C7 '" PARCEL
_ n
BEARING TABLE
1.91 ACRES 0
No.
BEARING
DISTANCE
L7
N7331 26 W
47.50`
L2
S64'0433W
-24.04-
---B
N04'22 13 W
35.33
14
N85'40 05 E
21.21
L5
N40'40 06 E
43.35
L6
S49'20 07 E
106.23
L7
S43-49'53'
1 1.77'
EXHIBIT B
Lo f 77
C,
_n.�r
C7 '" PARCEL
_ n
4 Z
CURVE TABLE J f� aJ 1 Q
�Lr C
cl RADIUS DELTA LENGTH Ln I C W
C7 1038.68' 05'27 40 99.00
C2 1400.04 05'3014 134.49 c
_C3 1400.04 05'3001 134.40
o{U��n 1
IU eN l4 L t I 1
CL
a
qa
c>
C3
RED
BY
N40'38'29"E 862.02'
J.
17'35'11"W
14'
•r
�i
R=1353.04'
L=210.83'
A =08'55'40"
Ed
Uj
C�
DESCRIPTION: IV -A -S (REUSE PUN DIS OW014 SDE 19: PORION OF CARPE -WT 5) SHEET OF 1 SCALE 1'=200'
M0 LS
P S O M A S cNEDRAo o Ls
MCAS-TUSTIN e1 qtl l•^� DAM APRIL 2002
Mle ]50
9
a
H
L�
1.91 ACRES 0
S40'37'08"W 313.67'
LQ
co
a
PARCEL IV -J-4
CU
< I
NOT A PART
G7
W
00
4 Z
CURVE TABLE J f� aJ 1 Q
�Lr C
cl RADIUS DELTA LENGTH Ln I C W
C7 1038.68' 05'27 40 99.00
C2 1400.04 05'3014 134.49 c
_C3 1400.04 05'3001 134.40
o{U��n 1
IU eN l4 L t I 1
CL
a
qa
c>
C3
RED
BY
N40'38'29"E 862.02'
J.
17'35'11"W
14'
•r
�i
R=1353.04'
L=210.83'
A =08'55'40"
Ed
Uj
C�
DESCRIPTION: IV -A -S (REUSE PUN DIS OW014 SDE 19: PORION OF CARPE -WT 5) SHEET OF 1 SCALE 1'=200'
M0 LS
P S O M A S cNEDRAo o Ls
MCAS-TUSTIN e1 qtl l•^� DAM APRIL 2002
Mle ]50
9
a
H
10
11
12
13
14
15
16
17
18
19
20
21
22
PS OMAS
Legal Description
Exhibit "A"
Parcel IV -J-6
(Portion of Reuse Plan Disposition Site 1; portion of Carve -Out 5)
In the City of Tustin, County of Orange, State of California, being that portion of Block 10
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 Surveys, all of records of said County, described as follows:
For the purpose of this description the following two Control Lines are hereby established:
Control Line "A"
Beginning at the intersection of the centerline of Red Hill Avenue with the centerline of
Valencia Avenue as shown on said Record of Survey, the centerline of Red Hill Avenue
having a bearing of North 40°37'39" East between Valencia Avenue and Warner Avenue;
thence South 49°20'07".East 106.23 feet to the beginning of a curve concave southwesterly
having a radius of 1400.04 feet; thence southeasterly along said curve 134.49 feet through a
central angle of 05°30'14"; thence South 43°49'53" East 101.77 feet to the beginning of a
curve concave northeasterly having a radius of 1400.04 feet; thence southeasterly along
said curve 87.02 feet through a central angle of 03°33'41" to a point hereinafter to be
referred to as Point "AA"; thence continuing along said curve 47.38 feet through a central
angle of 01°56'20"; thence South 49°19'54" East 424.17 to a point hereinafter to be
referred to as Point "BB'; thence continuing South 49°19'54" East 162.79 feet to the
beginning of a curve concave northeasterly having a radius of 1400.04 feet; thence
southeasterly and easterly along said curve 733.69 feet through a central angle of
30°01'33"; thence South 79°21'27" East 309.99 feet to its intersection with Control Line
23
24
25
Page 1 of 6
NI:\ZI'US010500\survoy\leoals\legal-parcei—TVA 6.doc 502/02 LM
06 P
PSOMAS
Legal Description
Exhibit "A"
Parcel IV -J-6
(Portion of Reuse Plan Disposition Site 1; portion of Carve -Out 5)
1 Control Line `B"
2 Beginning at its intersection with Control Line "A'; thence South 1538'31" West
3 74.21 feet to the beginning of a curve concave northwesterly having a radius of
4 1400.04 feet; thence southwesterly along said curve 828.03 feet through a central angle of
5 33053'13" to a point hereinafter to be referred to as Point "D"; thence continuing
6 southwesterly along said curve 441.51 feet through a central angle of 18°04'06'; thence
7 South 67°35'50" West 139.46 feet to the beginning of a curve concave southeasterly
8 having a radius of 1400.04 feet; thence southwesterly along said curve 694.50 feet through
9 a central angle of 28°25'19'; thence South 3910'31" West 894.02 feet to a point
10 hereinafter to be referred to as Point "C"; thence continuing South 39°10'31" West
11 269.17 feet to the beginning of a curve concave southeasterly having a radius of
12 1400.04 feet; thence southwesterly and southerly along said curve 806.36 feet through a
13 central angle of 3259'59'; thence South 6°10'32" West 478.01 feet to the beginning of a
14 curve concave northwesterly having a radius of 1400.04 feet; thence southerly and
15 southwesterly along said curve 842.94 feet through a central angle of 34'29'48"; thence
16 South 40040'20" West 437.45 feet to the intersection of the centerline of Balranca Parkway
17 with the centerline of Armstrong Avenue as shown on said Record of Survey.
18
19 ParcellV4-6
20
21 Beginning at hereinbefore described Point "BB"; thence leaving said Control Line "A",
22 South 40°40'06" West 47.00 feet to the TRUE POINT OF BEGINNING; said point being
23 1 on a line that is parallel with and 47.00 feet southwesterly of said Control Line "A", thence
24 II along said parallel line South 49°19'54" East 162.79 feet to the beginning of a curve
Page 24 6
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11
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14
15
16
17
18
19
20
21
22
23
24
PSOMAS
Legal Description
Exhibit "A"
Parcel IV -J-6
(Portion of Reuse Plan Disposition Site 1; portion of Carve -Out 5)
concave northeasterly having a radius of 1447.04 feet being concentric with and 47.00 feet
southwesterly of said Control Line "A'; thence along said concentric curve southeasterly
35.31 feet through a central angle of 1'23'53"; thence, leaving said concentric curve,
South 04°58'49" East 24.35 feet; thence South 54027'57" East 56.24 feet; thence
North 83°15'15" East 22.96 feet to the beginning of a non -tangent curve concave
northeasterly having a radius of 1447.04 feet, being concentric with and 47.00 feet
southerly of Control Line "A", a radial line to said beginning bears South 35°44'30" West;
thence along said concentric curve southeasterly 300.53 feet through a central angle of
11 °53'59"; thence, leaving said concentric curve South 66°09'29" East 52.51 feet; thence
South 21°09'25" East 24.04 feet; thence South 68°17'15" East 62.36 Feet; thence
North 6409'20" East 23.85 feet to the beginning of a non -tangent curve concave northerly
having a radius of 1090.18 feet, a radial line to said beginning bears
South 19°14'54" West; thence easterly along said curve 94.07 feet through a central angle
of 4°56'38" to the beginning of a compound curve concave northerly having a radius of
1464.04 feet, a radial line to said beginning bears South 14'18'16" West; thence easterly
along said curve 17.78 feet through a central angle of 0°41'45"to the beginning of a reverse
curve concave southerly having a radius of 142.00 feet, a radial line to said beginning bears
North 13°36'31" East; thence easterly along said curve 29.51 feet through a central angle
of 11°54'29"; thence South 64°29'00" East 15.88 feet to the beginning of a curve concave
northerly having a radius of 158.00 feet; thence southeasterly and easterly along said curve
41.02 feet through a central angle of 14°52'27" to a line that is parallel with and 64.00 feet
southerly of said Control Line "A'; thence along said parallel line South 79°21'27" East
218.54 feet; thence, leaving said parallel line, South 31'20'58" East 40.12 feet to the
beginning of a tion -tangent curve concave westerly having a radius of 1354.04 feet, being
Page 3 of 6
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PS OMAS
Legal Description
Exhibit "A"
Parcel IV -J-6
(Portion of Reuse Plan Disposition Site 1; portion of Carve -Out 5)
concentric with and 46.00 feet westerly of said Control Line "B", a radial line to said
beginning bears South 73°20'33" East; thence southerly along said concentric curve
48.37 feet through a central angle of 2°02'49" to the beginning of a compound curve
concave westerly having a radius of 42.00 feet, a radial line to said beginning bears
South 71°17'44" East; thence southerly and southwesterly along said curve 11.87 feet
through a central angle of 16°11'24'; thence South 34°53'40 West 33.43 feet to the
beginning of a curve concave southeasterly having a radius of 58.00 feet; thence
southwesterly and southerly along said curve 13.90 feet through a central angle of
13°44'05" to the beginning of a reverse curve concave westerly having a radius of
1342.04 feet, a radial line to said beginning bears South 68°50'25" East; thence southerly
and southwesterly along said curve 57.52 feet through a central angle of 2°27'21" to the
beginning of a reverse curve concave easterly having a radius of 58.00 feet, a radial line to
said beginning bears North 66°23'04"West thence southwesterly and southerly along said
curve 13.90 feet through a central angle of 13°44'05'; thence South 09°52'51" West
33.43 feet to the beginning of a curve concave westerly having a radius of 42.00 feet;
thence southerly and southwesterly along said curve 11.87 feet through a central angle of
16°1124" to the beginning of a compound curve concave northwesterly having a radius of
1354.04 feet being concentric with and 46.00 feet northwesterly of said Control Line `B", a
radial line to said beginning bears South 63°55'45"East thence southwesterly along said
concentric curve 981.37 feet through a central angle of 41'31'35" to a line that is parallel
with and 46.00 feet northwesterly of said Control Line "B"; thence along said parallel line
South 67°35'50" West 139.46 feet to the beginning of a curve concave southeasterly
having a radius of 1446.04 feet being concentric with and 46.00 feet northwesterly of said
24 II Control Line "B"; thence along said concentric curve westerly and southwesterly
Page 4 of 6
M:�2TUS01 USOO�survrpVegalsAlegal-parcel_
-IV -J-6.doc 52102 1:06 PNI
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PS ®MAS
Legal Description
Exhibit "A"
Parcel IV -J-6
(Portion of Reuse Plan Disposition Site 1; portion of Carve -Out 5)
717.32 feet through a central angle of 28'25'19"; thence South 39010'31" West 163.56 feet;
thence North 33°57'12" West 70.07 feet; thence North 09121'06" East 1661.58 feet; thence
North 46°39'39" East 427.42 feet to the TRUE POINT OF BEGINNING.
Excepting therefrom that portion described as follows:
Beginning at hereinabove described Point "D"; thence leaving said Control Line `B",
North 40°28'20" West 46.00 feet to the True Point of Beginning; said point being the
beginning of a non -tangent curve concave northwesterly, having a radius of 1354.04 feet,
said curve also being concentric with and 46.00 feet northwesterly of said Control Line
"B", a radial line to said beginning bears South 40°28'20" East; thence southwesterly along
said concentric curve 427.02 feet through a central angle of 18'04'10" to a line parallel
with and 46.00 feet northwesterly of said Control Line "B"; thence along said parallel line
South 67035'50" West 139.46 feet to the beginning of a curve concave southeasterly
having a radius of 1446.04 feet, said curve being concentric with and 46.00 feet
northwesterly of said Control Line `B'; thence southwesterly along said concentric curve
184.05 feet through a central angle of 07°17'33'; thence leaving said concentric curve
North 49'21'14" West 459.00 feet; thence North 40°38'46" East 486.27 feet; thence
South 77°38'59" East 197.81 feet; thence North 18°04'28" East 409.85 feet to the
beginning of a non -tangent curve concave northerly having a radius of 341.00 feet a radial
line to said beginning bears South 03°32'49" West; thence easterly and northeasterly along
said curve 176.95 feet through a central angle of 29043'51"; thence South 15°49'01" East
721.18 feet to the True Point of Beginning.
Page 5 of 6
NBEITSO 10500\su,,e;Ve-a1s\Ie-iI In cel_Iv-JAduc 5/2/02 L06 PNI
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ZIPS OMAS
Legal Description
Exhibit "A"
Parcel IV -J-6
(Portion of Reuse Plan Disposition Site 1; portion of Carve -Out 5)
Containing 1,010,654 square feet or 23.20 acres, more or less.
As shown on Exhibit `B" attached hereto and by this reference made a part hereof.
Prepared under my supervision:
�1
Walter A. Sheek, P.L.S. 4838 Date
Expires: 9/30/04
Page 6 of 6
N1:\21'OSOIJ500\survey\legals\tegal-pamel_IV-J-6.dx 5/2J02 1.06 PNI
LANG\
A Sy 4
FF,
*'LS 4838
EXPIRES: 9/30/04
OF
DR. ,180/,2 EXHIBIT B
CONTROL LINE 'A'
S79'21'27"E
309.99'
515'38'31"W
N F N
Lz
74.21'
BLOCK
r) P
LI cl c LOT 76
LOT 77
VALENCIA
@
586.96'
549'1.9'.54'£
_._... _. _... _....
AVE
:]a
in.
n_
Line Table
C3 C4 162.79'
ft 933 694
4,3p 0133
bN
OINT -M- 424.17'
POINT "BB" A=33'53'13"
p,
L=828.03'
n
L1 5492007 E 106.23
<L
m
o
LOT 64
Wig"
a
n
LOT 1.33
A=18'04'06"
'
4713,01'
L=441.51'
"a
_
A
_.
_.. _. _..
_
_ .. ........._
POINT "D"
56T35'50"W
139.46'
Curve Table
i
o
No. Radius Delta Length
CONTROL LINE 'B'
C1 1400.04 05'3014 134.49
R.S.S. '165/3-1-3J
' A
p B
- BELL
C2 1400.04 05'30 Ot 134.40
W
AVE.
o
o a ry
CONTROL
LINE 'B'
1RVJNE'S SUBDIVISION
b 0
pJ°
C4 1400.04 01'5620 4 .3B
o
l\JIR.l\il. WOO BLOCK
10
ON
103
LOT 03 0 250' 500'
Z�
w
R.S.E. 12/43
SCALL1"=00'
no
oe m
m
OVED BY
S40'40'20"W
M=
.o
CRY OF TUSTIN
LOO F)4
437.45'
POINT "N"
�n
DATB `� • �-y-
WARNER
:
DYE
-@
AVE.
13ARHANCA
_ _ _
_1111-�--�-�-�--•
�y �RR
_
AL LAAD
269.80'
QZ
N49'19or
ARMSIRONO
a� YP f% qp
a
CRY OF IFiVINE
AVENUE
OESMIRION: Pe.e! Iv -J -B (Palo. of Ree« Plm DMP Mu I; Wtel o,- j B)
Pl$T 1 OF 2
aZ
mO
E%PIRES( 9/30/04
V
I_Or nO
N F N
V
BLOCK
r) P
�0%IG4UT0�
LOT -1nn
:]a
in.
n_
Line Table
bN
No. Bearing Distance
<
L1 5492007 E 106.23
L2 543'4953E 10117
SO6'10'32"W
u
CARNEGE
4713,01'
"a
_
A
_.
_.. _. _..
_
_ .. ........._
Curve Table
o
No. Radius Delta Length
C1 1400.04 05'3014 134.49
' A
p B
iJ
C2 1400.04 05'30 Ot 134.40
W
c3 1aop.oa 03'33 41 6' .oz
CONTROL
LINE 'B'
� �
C4 1400.04 01'5620 4 .3B
NNOo
"-
LOT
103
w
LOT -104
no
S40'40'20"W
.o
CRY OF TUSTIN
437.45'
�n
2
DYE
13ARHANCA
PKWY.
�y �RR
_
z6n.62'
ASTON
N49'19or
ARMSIRONO
CRY OF IFiVINE
AVENUE
OESMIRION: Pe.e! Iv -J -B (Palo. of Ree« Plm DMP Mu I; Wtel o,- j B)
Pl$T 1 OF 2
scA 1'=500
PSOMAS
ME�Eo�s
MCAS-TUSTIN
3181 R.1 Na Aae
e '150
pPiE MAY 2002
Mew, CA
NUB
(714)
F..(
Q11p51-A>3 Pov(]IQNS-8883
NUMBER 21US01040p
-
EXHIBIT B
o.R.
-11091-121 LOT 77
RS 07-101-5 R.SS, 1w/31 -JO
CONTROL LINE 'A' oM�JZ 2
i_DT 78Q
n o <�lQi76 2 34 h
n9 q9
POINT "AA"s�97gh�
VALJ3JCIA AVE LS 3 z 3 'n^ 2
z
. ..... Ng6 l ....
2
POINT "BB"
T.P.O.B. w sJ'o?, se35S�N
PARCEL IV -J-6 n o`•q„ r, S �qqo f pcc
ry WT
a92o 'PpJ 028
aQ mm a: " 2 CyJ29v OJ
Sa0'28'20'
Z (RApR
PARCEL IV7J-6
23.20 ACRES 's
G c
CIQ
NOT A PART;
t7 '•'- 567.35'50"W
LQ ti
lTJ w ,� m -i 139.46'
O all os. c u ,,
)Q O y� N
3
m'.
n fl a
2 n
PCL. IV -J-61
EXCEPTION
LINE TABLE
No. BEARING DISTANCE
CURVE TABLE
No. I RADIUS I LENGTH DELTA
DATE -5, - 4
0 750' 300•
SCALE: 11---3-010.
BESCRIPTIQN: PwM N -J -B (Path of Rp.. P Db tWA St. t: Pwu- .1 t QW 155) &>ffj $ OF p SCALE 1'=300'
PSOMAS C„E�WLS
MCAS-TUSTIN 3191 Ped NN yw
Slee 250 GATE MAY 2002
Cmlo Reno, CA 9]616 XB
(714)"1-1773 Ibi(714)545-6663 NUMBER 2TUS010400
J�
N49'21'14"W
° '
.NOT A
.45900-__
-PART _.
.. ___N=(g143.
w
�.._
AD
CL
-<,,R=1446.04'
i
CJ
4=21 W'46"
L4
L=533.27'
m
L,
R=1446.04' GJ
F
4=28K5'19"
nL=717.32'
�.
�
a
z
S°S
CONTROL UNE 'B'
�SS�cER A
`
f
539'1031'W
*
LS 4838
E%PIftfS: 9/30/04
*
163.56'
- 6-,
NOT A PART
SJ9Tf0E
N33'S7'12"W
CALIFOR�P
70.07'
OUED BY
LINE TABLE
No. BEARING DISTANCE
CURVE TABLE
No. I RADIUS I LENGTH DELTA
DATE -5, - 4
0 750' 300•
SCALE: 11---3-010.
BESCRIPTIQN: PwM N -J -B (Path of Rp.. P Db tWA St. t: Pwu- .1 t QW 155) &>ffj $ OF p SCALE 1'=300'
PSOMAS C„E�WLS
MCAS-TUSTIN 3191 Ped NN yw
Slee 250 GATE MAY 2002
Cmlo Reno, CA 9]616 XB
(714)"1-1773 Ibi(714)545-6663 NUMBER 2TUS010400
Exhibit D
Quitclaim Deed
SOUTH ORANGE COUNTY COMMUNITY
COLLEGE DISTRICT OFFICIAL BUSINESS
REQUEST DOCUMENT TO BE RECORDED
AND TO BE EXEMPT FROM RECORDING
FEES PER GOVERNMENT CODE 6103
Recording requested by and
when recorded mail to:
Assistant City Manager
The City of Tustin
300 Centennial Way
Tustin, CA. 92780
Mail copy of Quitclaim Deed and Tax
Statements to:
Chancellor
The South Orange County
College District
2800 Marguerite Parkway
Mission Viejo, CA. 92692-3635
Community
Version
3n104
1 Space Above This Line Reserved for Recorder's Use
2
3
4 QUITCLAIM DEED AND ENVIRONMENTAL
5 RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471
6
7
8 This DEED is made this _ day of 2003, 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
16
17 A. GRANTOR requested from the United States of America (hereinafter the
18 "Government") conveyance of a portion of the former Marine Corps Air Station Tustin, ("MCAS
19 Tustin") which was closed pursuant to and in accordance with the Defense Base Closure and
20 Realignment Act of 1990, as amended (Pub. L. No. 101-510; "Base Closure Act") and which is
21 no longer required for military purposes; and
22
23 B. The Government and GRANTOR entered into the Agreement between the United
24 States of America and the City of Tustin, California, for the Conveyance of a Portion of the
03-80308.5
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SOCCCD QUITCLAIM DEED
Page 2.
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 MCAS, Tustin and the Establishment of an Advanced Technology Educational
Campus, dated ("SOCCCD Agreement"), setting forth the terms and conditions of
the conveyance of 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 34.16 acres, more or less (hereinafter "SOCCCD Property"), as more
particularly described as Parcel I -E-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 GRANTOR 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.
2. EXCEPTING THEREOUT AND THEREFROM, however, and reserving to
GRANTOR its successors and assigns, together with the right to grant and transfer all or a
portion of the same, the following:
03-80308.5
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SOCCCD QUITCLAIM DEED
Page 3.
2.1 Any and all oil, oil rights, minerals, mineral rights, natural gas rights and
other hydrocarbons by whatsoever name known, geothermal steam and all products derived from
any of the foregoing, that may be within or under the SOCCCD Property together with the perpetual
right of drilling, mining, exploring for and storing in and removing the same from the SOCCCD
Property or any other land, including the right to whipstock or directionally drill and mine from
lands other than the SOCCCD Property, oil or gas wells, tunnels and shafts into, through or across
the subsurface of the SOCCCD Property and to bottom such whipstocked or directionally drilled
wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to redrill,
retunnel, equip, maintain, repair, deepen and operate any such well or mines; but without, however,
the right to drill, mine, store, explore or operate through the surface of the SOCCCD Property.
2.2 Any and all water, water rights or interests therein appurtenant or relating
to the SOCCCD Property or owned or used by GRANTOR in connection with or with respect to
the SOCCCD Property ( no matter how acquired by GRANTOR), whether such water rights
shall be riparian, overlying, appropriative, littoral, percolating, prescriptive, adjudicated,
statutory or contractual, together with the perpetual right and power to explore, drill, redrill and
remove the same from or in the SOCCCD Property, to store the same beneath the surface of the
SOCCCD Property and to divert or otherwise utilize such water, rights or interests on any other
property owned or leased by GRANTOR; but without, however, any right to enter upon or use
the surface of the SOCCCD Property in the exercise of such rights.
2.3 A permanent easement to access, use, install, maintain, operate, construct,
replace, and repair the Systems on, in, over and under the SOCCCD Property. GRANTOR and
GRANTEE have not been able to prepare maps or drawings describing the location and extent of
the Systems prior to the execution of this Deed, therefore, the exact location of this easement
right is unknown, but shall be coterminous with the actual location of the Systems as determined
by the GRANTOR in the future and shall extend to the minimum amount of space actually
required to access, use, install, maintain, operate, replace, upgrade and repair existing Systems
within the SOCCCD Property.
2.4 A permanent easement to access, use, install, maintain, operate, construct,
replace, and repair new utility distribution systems as described in Exhibit `B."
2.5 A permanent non-exclusive easement in gross on, over, under or across
the SOCCCD Property within 10 feet from all property lines bordering on and parallel to any
public street or future public street as identified on the MCAS Tustin Specific Plan/Reuse Plan
for the construction, installation, emplacement, operation and maintenance of the Systems and
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."
03-80308.5
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SOCCCD QUITCLAIM DEED
Page 4.
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 PlanlReuse 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 Plan/Reuse, dated October 1996, as amended
by the MCAS Tustin Specific Plan/Reuse Plan ERRATA, dated September 1998 ("MCAS
Tustin Specific Plan/Reuse Plan) including, maximum density and intensity of uses, general
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
Avenue.
03-80308.5
SOCCCD QUITCLAIM DEED
Page 5.
1 3.1.3 Major Improvements. GRANTEE shall not construct or make or permit
2 the construction or making of any Major Improvements (as defined herein) on the SOCCCD
3 Property without providing GRANTOR with documents related to any such Major
4 Improvements ("Construction Documents"), including concept drawings, design development
5 drawings, and final construction designs and specifications. GRANTEE shall provide
6 GRANTOR with the Construction Documents at each phase of the development and drafting
7 process, or upon a reasonable request by GRANTOR. GRANTOR may provide comments to
8 any Construction Documents and GRANTEE agrees to give full consideration to all such
9 comments received by GRANTEE within thirty (30) days following receipt by GRANTOR of
10 the applicable Construction Documents. GRANTEE shall not begin construction of the Major
11 Improvement(s) under review by GRANTOR prior to the expiration of the thirty (30) day review
12 period. For purposes of this Deed, Major Improvements means, any improvements, alterations,
13 reconstruction repairs, replacements, additions or changes (collectively the "Changes") that (i)
14 equal an aggregate of 10,000 square feet or more of floor area, (ii) constitute a physical site
15 change, (iii) constitute construction or Changes to the roofs, exterior stucco or siding, windows
16 or architecture of buildings on the SOCCCD Property, (iv) would normally require plan check by
17 the State Architects office. During GRANTEE'S, or its contractors, preparation of all
18 Construction Documents, GRANTEE shall hold regular meetings, at least monthly, with
19 GRANTOR to coordinate preparation, submission, and review of the Construction Documents
20 by GRANTOR. Such meetings shall serve as a forum for exchange of information concerning
21 the design and development of Major Improvements.
22
23 3.2 Restrictions on Transfers:
24
25 3.2.1 Permitted Transfers. GRANTEE shall not effect, or agree to effect, any
26 transfer, sale, assignment, gift or other conveyance of all or any portion of the SOCCCD
27 Property or any improvements thereon or any interest therein, whether voluntarily, involuntarily
28 or by operation of law or otherwise (collectively, a "Transfer"), unless such Transfer is a
29 Permitted Transfer. "Permitted Transfer" shall mean only any of the following:
30
31 (a) Any mortgage, deed of trust, pledge, hypothecation or other similar
32 transfer (including sale-leaseback financing transactions) for the purpose of providing security
33 for the repayment of indebtedness and related obligations incurred to finance or refinance the
34 acquisition, development or construction of the SOCCCD Property or improvements thereon in
35 accordance with the provisions of the SOCCCD Agreement, provided, that such mortgage, deed
36 of trust, pledge, hypothecation or other similar transfer (including sale-leaseback financing
37 transactions) shall:
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39 (I) be subordinate to the rights of GRANTOR and the Government
40 under this Deed, the SOCCCD Agreement, and the Agreement, and
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(II) provide that the proceeds of such mortgage, deed of trust, pledge,
hypothecation or other similar transfer (including sale-leaseback financing transactions) shall be
used solely for the purposes set forth in Article 3.2.1.
(b) Granting of easements or similar rights to public utilities or governmental
or quasi -governmental entities in the ordinary course of development or operation of the
SOCCCD Property in accordance with the provisions of this Deed.
(c) Leases or subleases for use of the SOCCCD Property only as permitted
under this Deed, provided that GRANTOR has approved the lessee or sublessee, which approval
shall not be unreasonably withheld. In the event GRANTEE or a successor desires to effect a
lease or sublease, GRANTEE or such successor shall submit to GRANTOR the name of the
proposed lessee or sublessee and such other information as GRANTOR may reasonably request
for the purposes of determining that such lessee or sublessee has the capability and resources
necessary to carry out its obligations under the proposed lease or sublease. The information that
may be requested by GRANTOR shall include, but not be limited to, (i) current financial
statements of the proposed lessee or sublessee to the extent existing (and if not, then other
reasonable evidence of financial resources), (ii) the names of the persons or entities who manage
or control the affairs of the proposed lessee or sublessee and (iii) information regarding the
experience of the proposed lessee or sublessee (and the persons managing or controlling such
lessee or sublessee) in owning or operating enterprises such as that to be pursued under the
proposed lease or sublease. Within twenty (20) business days after receipt of the relevant
information reasonably requested by GRANTOR, GRANTOR shall give GRANTEE or its
successor written notice of approval or disapproval of the proposed lessee or sublessee.
(d) Any other Transfer as to which GRANTEE or its successor in interest
receives the prior written consent of the GRANTOR, which consent may be withheld by the
GRANTOR for any reason whatsoever.
3.2.2 Other Transfers. For the purposes of this Deed, "Transfer" also shall
include any of the following:
(a) If GRANTEE is or becomes bankrupt or insolvent or if any involuntary
proceeding is brought against GRANTEE (unless, in the case of a petition filed against
GRANTEE, the same is dismissed within ninety (90) days), or GRANTEE makes an assignment
for the benefit of creditors, or institutes a proceeding under or otherwise seeks the protection of
federal or State bankruptcy or insolvency laws, including the filing of a petition for voluntary
bankruptcy or instituting a proceeding for reorganization or arrangement;
(b) If a writ of attachment or execution is levied on the SOCCCD Property, or
on any portion thereof, where such writ is not discharged within ninety (90) days;
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(c) If, in any proceeding or action in which GRANTEE is a party, a receiver is
appointed with authority to take possession of the SOCCCD Property, or any portion thereof, or
any improvements thereon, where possession is not restored to GRANTEE within ninety (90)
days; or
(d) If GRANTEE experiences any change in status, ownership or control after
which GRANTEE does not continue to be engaged as a duly authorized provider of college -level
educational services under applicable law.
3.2.3 Remedies For Improper Transfers. Any purported Transfer that is not a
Permitted Transfer shall, at the election of GRANTOR, be null and void. In the event of a
Transfer in violation of this Section 3.2, GRANTOR shall have all remedies available to it at law
and in equity, including the right to exercise the Right of Reverter contained in Section 3.3 of
this Deed.
3.2.4 Termination of Restrictions. The provisions of this Section 3.2 shall
expire and be of no further force or effect on the date thirty (30) years after the date on which
this Deed is recorded in the Official Records of Orange County.
3.3 Reversion: In addition to the Grantor's other remedies under applicable law or
equity for breach of the use restrictions set forth in section 3.1.1 or transfers in violation of
section 3.2, if at any time within the period of thirty (30) years from the date of this Deed, the
SOCCCD Property or any part or interest thereof is used for any purpose not consistent with the
Advanced Technology Educational Campus use designated or permitted under Section 3.1.1 of
this Deed, or is sold, leased, mortgaged, encumbered or otherwise disposed of in violation of
Section 3.2 of this Deed, and such use or transfer is not cured to the reasonable satisfaction of
GRANTOR within thirty (30) days of GRANTEE or its successor receiving written notice of
such violation from GRANTOR stating Grantor's assertion in reasonable detail that Grantee is in
violation with the terms of this Quitclaim Deed, at the option of GRANTOR, all right, title and
interest in and to such portion of the SOCCCD Property as to which such violation has occurred
shall, upon recording of a Notice of Entry by GRANTOR, pass to and become the property of
GRANTOR, which shall have an immediate right to entry thereon, and GRANTEE, its
successors and assigns, shall forfeit all right, title, and interest in and to the SOCCCD Property
and in and to any and all tenements, hereditaments, and appurtenances thereto.
3.4 No Waiver: The failure of GRANTOR to insist in any one or more instances
upon complete performance of the conditions, or any other terms and covenants of this Deed,
shall not be construed as a waiver of GRANTOR's right to future performance of any such
conditions, terms or covenants, and GRANTEE's obligations with respect to such future
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 GRANTOR discovers a
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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 GRANTOR pursuant to the MCAS Tustin Specific Plan/Reuse Plan
and consistent with the MCAS Tustin Specific Plan/Reuse 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 deliver 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,
and (ii) in the GRANTOR's belief a particular existing or proposed use or transaction described
by GRANTEE in reasonable detail in its request for such estoppel certificate will violate Section
3.1.1 or Section 3.2 of this Deed (and, if the GRANTOR believes such proposed use or
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Page 9.
1 transaction will constitute such a violation, then describing the reason(s) for the GRANTOR's
2 belief with reasonable detail).
3
4 3.6 Enforcement of Covenants Conditions, and Restrictions: GRANTEE, its
5 successors and assigns, shall reimburse GRANTOR for all damages, claims, or liability
6 whatsoever that GRANTOR sustains as a result of a breach by GRANTEE of any of the
7 conditions or any other terms and covenants of this Deed, including all costs and expense
8 (including reasonable attorney's fees and court costs) related to, or arising from GRANTOR's
9 enforcement or restraint of a breach by GRANTEE of any of the conditions or any other terms
10 and covenants of this Deed.
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12 3.7 GRANTEE agrees to accept conveyance of the Property subject to all covenants,
13 conditions, restrictions, easements, rights-of-way, reservations, rights, agreements, and
14 encumbrances of record.
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16 3.8 Government Deed. The quitclaim deed from the Government conveying the City
17 Property to GRANTOR was recorded prior to the recordation of this Deed. In its transfer of the
18 City Property to GRANTOR, the Government identified certain building(s) or portions of
19 building(s) as being located on the SOCCCD Property. GRANTOR has no knowledge regarding
20 the accuracy of such information. Additionally, in its transfer of the City Property to
21 GRANTOR, the Government identified certain building(s) or portions of building(s) as having,
22 presumed to have, or requiring surveys for, friable and non -friable asbestos containing materials
23 and lead based paint, and the presence of certain contaminants and hazardous materials.
24 GRANTOR has no knowledge regarding the accuracy of such information, and GRANTOR
25 makes no warranties regarding the condition of the building(s) on the SOCCCD Property.
26
27 GRANTOR makes no warranties regarding the environmental conditions on the
28 SOCCCD Property; GRANTOR has no knowledge regarding the accuracy or adequacy of the
29 Government's remediation of the City Property as provided in the deed conveying the City
30 Property to GRANTOR, and GRANTOR has taken no steps to abate any such conditions.
31
32 The italicized information below is copied verbatim (except as discussed below) from the
33 Government deed conveying the City Property to GRANTOR. To the extent applicable to the
34 SOCCCD Property conveyed hereunder, by acceptance of this Deed GRANTEE hereby
35 acknowledges and assumes all responsibilities placed upon GRANTOR under the terms of the
36 aforesaid Government deed to GRANTOR. Within the italicized information only, the term
37 "GRANTOR" shall mean the Government, and the term "GRANTEE" shall mean the City of
38 Tustin; to avoid confusion, the words "Government" have been added in parenthesis after the
39 word "GRANTOR", and "City of Tustin" has been added in parenthesis after the word
40 "GRANTEE".
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42 2.2 A FOST has been completed and an Environmental Baseline
43 Survey ("EBS") report is referenced in the FOST. The FOST and EBS reference
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Page 10.
1 environmental conditions on the Property and on other property not subject to
2 this Deed. GRANTEE ( "Tustin ") acknowledges that it has received copies of the
3 EBS and the FOST and that all documents referenced therein have been made
4 available to GRANTEE ( "Tustin ") for inspection and copying.
5
6 2.3 Except as otherwise provided herein, or as otherwise provided by
7 law, the GRANTEE ( "Tustin ") acknowledges that it has inspected, is aware of,
8 and accepts the condition and state of repair of the Property, and that the
9 Property is conveyed "as is" and "where is" without any representation,
10 promise, agreement, or warranty on the part of the GRANTOR ("the
11 Government") regarding such condition and state of repair, or regarding the
12 making of any alterations, improvements, repairs or additions. Except for the
13 environmental remediation which may be required to be undertaken by
14 GRANTOR ("the Government") pursuant to paragraph 2.6 below, the GRANTEE
15 ("Tustin") further acknowledges that the GRANTOR ("the Government") shall
16 not be liable for any latent or patent defects in the Property except to the extent
17 required by applicable law.
18
19 2.4 Asbestos Containing Material
20
21 2.4.1. GRANTEE ("Tustin") is hereby informed and does hereby
22 acknowledge that hazardous materials in the form of asbestos or asbestos -
23 containing materials ("ACM") have been found and are otherwise presumed to
24 exist in Buildings/Structures 5, 172, and 213 on the Property. The EBS and FOST
25 disclose the presence of known asbestos or ACM hazards in such buildings and
26 structures on the Property.
27
28 2.4.2. GRANTEE ("Tustin") covenants, on behalf of itself, its
29 successors and assigns, as a covenant running with the land, that it will prohibit
30 occupancy and use of buildings and structures, or portions thereof, containing
31 known asbestos or ACM hazards prior to abatement of such hazards. In
32 connection with its use and occupancy of the Property, including, but not limited
33 to, demolition of buildings and structures containing asbestos or ACM, it will
34 comply with all applicable federal, state and local laws relating to asbestos and
35 ACM.
36
37 2.4.3 ACM surveys have not been conducted for
38 Buildings/Structures, 246, 249, 524, 526, 561574, and 602 on Parcel I -E-1; 245,
39 538, 549, and 573 on Parcel I -E-2; and 516 on Parcel I -E-4 and Parcel I -E-5.
40 GRANTEE ("Tustin") shall prohibit occupancy and use of those buildings and
41 structures and portions thereof until ACM surveys have been conducted by
42 GRANTEE ("Tustin") or its successors and assigns, and any necessary
43 abatement required under applicable federal, state and local laws relating to
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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 Government") 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. "
03-80308.5
2.5.2. The GRANTEE ("Tustin") hereby acknowledges the
required disclosure of the presence of any known LBP and/or LBP hazards in
target housing constructed prior to 1978 in accordance with the Residential
SOCCCD QUITCLAIM DEED
Page 12.
1 Lead -Based Paint Hazard Reduction Act of 1992, 42 U.S.C. Section 4852d (Title
2 X). The GRANTEE ("Tustin") acknowledges the receipt of available records and
3 reports pertaining to LBP and/or LBP hazards and receipt of the Environmental
4 Protection Agency (EPA) approved pamphlet "Protect Your Family from Lead in
5 Your Home" (EPA 747-K-94-001). Furthermore, the GRANTEE ("Tustin")
6 acknowledges that it has read and understood the EPA pamphlet.
7
8 2.5.3. The GRANTEE ("Tustin") covenants and agrees that, in
9 any improvements on the Property defined as target housing by Title X and
10 constructed prior to 1978, LBP hazards will be disclosed to potential occupants
11 in accordance with Title X before use of such improvements as a residential
12 dwelling (as defined in Title X). Further, the GRANTEE ("Tustin") covenants
13 and agrees that LBP hazards in target housing will be abated in accordance with
14 Title X before use and occupancy as a residential dwelling. "Target housing"
15 means any housing constructed prior to 1978, except housing for the elderly or
16 persons with disabilities (unless any child who is less than six [61 years of age
17 resides, or is expected to reside, in such housing) or any zero -bedroom dwelling.
18
19 2.5.4. The GRANTEE ( "Tustin") covenants and agrees that in its
20 use and occupancy of the Property, it will comply with Title X and all applicable
21 federal, state, and local laws relating to LBP. The GRANTEE ("Tustin")
22 acknowledges that the GRANTOR ("the Government") assumes no liability for
23 damages for personal injury, illness, disability, or death to the GRANTEE
24 ("Tustin"), or to any other person, including members of the general public,
25 arising from or incident to the purchase, transportation, removal, handling, use,
26 disposition, or other activity causing or leading to contact of any kind whatsoever
27 with LBP on the Property, arising after the conveyance of the Property from the
28 GRANTOR ("the Government") to the GRANTEE ("Tustin"), whether the
29 GRANTEE ("Tustin") has properly warned, or failed to properly warn, the
30 persons injured.
31
32 2.5.5. The GRANTOR ("the Government")shall provide a notice
33 of release, in recordable form, to the GRANTEE ("Tustin") at such time as
34 demolition of the buildings on the Property containing LBP has been completed
35 and the appropriate government regulatory agency(s) have confirmed in writing
36 to the GRANTEE ("Tustin") that LBP has been removed from the buildings and
37 any necessary soil remediation has been conducted in accordance with all
38 applicable federal, state, and local laws and regulations. This Notice of Release
39 shall be deemed to remove all notices and restrictions relating to LBP from the
40 Property. The GRANTOR ("the Government") shall have no obligation under
41 this subparagraph for the demolition of buildings or the removal of LBP or soil
42 remediation related to such demolition or removal action.
43
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1 2.6. Notices And Covenants:
2
3 2.6.1. Notices: Hazardous Substance Notification. Pursuant to
4 42 U.S.C. § 9620(h)(3)(A), and the provisions of 40 C.F.R. part 373, the Grantor
5 ("the Government") hereby gives notice that hazardous substances were stored
6 for one year or more, released or disposed of on the Property. The information
7 contained in this notice is required by regulations promulgated under Section
8 120(h) of the Comprehensive Environmental Response, Liability, and
9 Compensation Act (CERCLA or "Superfund"), 42 U.S.C. § 9620(h). The Grantor
10 has made a complete search of its files and records concerning the Property.
11 Based on that search, the type and quantity of such hazardous substances, the
12 time at which such storage, release or disposal took place, to the extent such
13 information is available, and a description of the remedial action taken, if any, is
14 contained in Exhibit "B. "
15
16 2.6.2. Grant of Covenant [CERCLA 42 U.S.C. Section 9620
17 (h)(3)(A)(ii)(I)]. The GRANTOR ("the Government") covenants and warrants
18 that all remedial action necessary to protect human health and the environment
19 with respect to any hazardous substance remaining on the Property has been
20 taken before the date of transfer.
21
22 2.6.3. Additional Remediation Obligation [CERCLA 42 U.S.C.
23 Section 9620 (h)(3)(A)(ii)(H)]. The GRANTOR ("the Government") covenants
24 and warrants that GRANTOR ("the Government") shall conduct any additional
25 remedial action found to be necessary after the date of transfer for any hazardous
26 substance existing on the Property prior to the date of this Deed. This covenant
27 shall not apply to the extent that the GRANTEE ("Tustin") caused or contributed
28 to any release or threatened release of any hazardous substance, pollutant, or
29 contaminant.
30
31 2.6.4. Access [CERCLA 42 U.S.C. Section 9620 (h)(3)(A)(iii)].
32 In connection with GRANTOR's ("the Government") covenant in 2.6.3 above and
33 in connection with ongoing remediation on GRANTOR's ( "the Government")
34 property adjacent to the Property, GRANTEE ("Tustin") agrees on behalf of
35 itself, its successors and assigns, as a covenant running with the land, that
36 GRANTOR ("the Government"), or its officers, agents, employees, contractors
37 and subcontractors, shall have the right, upon reasonable notice to GRANTEE
38 ("Tustin"), to enter upon the Property in any case in which a response or
39 corrective action is found to be necessary at such property after the date of this
40 deed, or such access is necessary to carry out a response action or corrective
41 action on adjoining property. Neither GRANTEE ("Tustin"), nor its successors
42 and assigns, shall have any claim on account of such entries against the United
43 States or any of its officers, agents, employees, contractors or subcontractors. The
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Page 14.
1 right to enter shall include the right to conduct tests, investigations and surveys,
2 including, where necessary, drilling, test -pitting, boring and other similar
3 activities. Such right shall also include the right to construct, operate, maintain
4 or undertake any other response or corrective action as required or necessary,
5 including, but not limited to monitoring wells, pumping wells, treatment facilities,
6 and the installation of associated utilities. In exercising these rights of access,
7 except in case of imminent and substantial endangerment to human health or the
8 environment, the GRANTOR ("the Government") (1) shall give the GRANTEE
9 ( "Tustin ") reasonable notice of any action to be taken related to such remedial or
10 corrective actions on the Property, and (2) make reasonable efforts to minimize
11 interference with the on-going use of the Property. Furthermore, the GRANTOR
12 ("the Government") and GRANTEE ("Tustin") agree to cooperate in good faith
13 to minimize any conflict between the necessary environmental investigation and
14 remediation activities and the GRANTEE's ( "Tustin ") use of the Property. Any
15 inspection, survey, investigation or other response, corrective or remedial action
16 undertaken by GRANTOR ("the Government") will, to the maximum extent
17 practical, be coordinated with representatives designated by the GRANTEE
18 ( "Tustin ").
19
20 In connection with GRANTOR's ("the Government") remedial actions
21 described above, GRANTEE ("Tustin") agrees on behalf of itself, its successors
22 and assigns, as a covenant running with the land, to comply with the provisions of
23 any health or safety plan in effect during the course of any such action.
24 2.7. Environmental Restriction.
25
26 2.7.1. The following environmental covenants, conditions, and
27 restrictions (hereinafter "environmental restrictions") regarding the use of the
28 Property have been determined by the GRANTOR ("the Government") to be
29 reasonably necessary to protect present or future human health or safety or the
30 environment as provided by CERCLA and California Civil Code Section 1471.
31 The environmental restrictions made and accepted herein by GRANTEE
32 ( "Tustin ") shall be for the benefit of and enforceable by the GRANTOR ( "the
33 Government") herein as provided under Civil Code Section 1471 and applicable
34 Federal statutes and regulations, shall run with the land, and shall be binding on
35 the GRANTEE ( "Tustin "), its successors and assigns. GRANTOR ( "the
36 Government") has installed monitoring and pumping wells, together with
37 associated monitoring and other equipment on the Property. The approximate
38 location of those wells and associated equipment is shown on Exhibit "C"
39 GRANTEE ("Tustin"), its successors and assigns, shall not alter, disturb or
40 remove sail wells or equipment without the prior written approval of GRANTOR
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41 ("the Govemient"), United States Environmental Protection Agency, California
42 Department of Toxic Substance Control, and Regional Water Quality Board,
43 Santa Ana Rcgion (collectively "Cognizant Regulatory Agencies ").
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Page 15.
1
2 2.7.2. These environmental restrictions may be released at such
3 time as the GRANTOR ("the Government") and the Cognizant Regulatory
4 Agencies have determined that the restricted Property is protective of present or
5 future human health or safety of the environment for the use that was formerly
6 prohibited. Upon receipt of such written confirmation, the GRANTOR ("the
7 Government") shall deliver to the GRANTEE ("Tustin") in recordable form, a
8 release (the "Release") relating specifically to the environmental use restrictions
9 set forth in this deed. The execution of the Release by the GRANTOR ("the
10 Government") shall remove all notices and restrictions relating to the remedy
11 addressed by the restrictions from the title to the Property.
12
13 2.8. Indemnification Regarding Transferees. The GRANTOR ( "the
14 Government") hereby recognizes its obligations under Section 330 of the
15 National Defense Authorization Act of 1993 (Pub. L. 102-484), as amended,
16 regarding indemnification of transferees of closing Department of Defense
17 property.
18
19 2.9. Non -Discrimination. GRANTEE ( "Tustin ") covenants for itself,
20 its successors and assigns, that it will comply with all applicable provisions of the
21 Civil Rights Act of 1964, section 504 of the Rehabilitation Act of 1973, and the
22 Age Discrimination in Employment Act of 1975 in the use, occupancy, sale or
23 lease of the Property. The foregoing shall not be construed to prohibit the
24 operation of federal or state approved programs focusing on the special needs of
25 the homeless, veterans, victims of domestic violence and other classes of persons
26 at risk; nor shall it be construed to prohibit employment practices not otherwise
27 prohibited by law. The GRANTOR ( "the Government") shall be deemed a
28 beneficiary oj' this covenant without regard to whether it remains the owner of
29 any land or interest therein in the locality of the Property hereby conveyed and
30 shall have the sole right to enforce this covenant in any court of competent
31 jurisdiction.
32
33 3. NO HAZARD TO AIR NAVIGATION: GRANTEE ( "Tustin ")
34 covenants for itself, its successors and assigns, that in connection with any
35 construction or alteration on the Property, it will obtain a determination of no
36 hazard to air navigation from the Federal Aviation Administration in accordance
37 with Title 14, Code of Federal Regulations, part 77, entitled "Objects Affecting
38 Navigable .lirspace, " or under the authority of the Federal Aviation Act of 1958,
39 as amended.
40
41 4. THE CONDITIONS, RESTRICTIONS, RESERVATIONS, AND
42 COVENANTS set forth herein are a binding servitude on the Property, shall
43 inure to the benefit of GRANTOR ("the Government") and GRANTEE ("Tustin")
03-80308.5
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SOCCCD QUITCLAIM DEED
Page 16.
and their respective successors and assigns, and will be deemed to run with the
land in perpetuity, pursuant to California Civil Code sections 1462 and 1471 and
other applicable authority.
The responsibilities and obligations placed upon the land by the Government shall run
with the land and be binding on all subsequent owners of the SOCCCD Property unless or until
such responsibilities and obligations are released pursuant to the provisions set forth in the
Government deed. GRANTOR and its successors and assigns, respectively, shall not be liable
for any breach of such responsibilities and obligations with regard to the SOCCCD Property
arising from any matters or events occurring after transfer of ownership of the SOCCCD
Property by GRANTOR or its successors and assigns, respectively; provided, however, that each
such party shall, notwithstanding such transfer, remain liable for any breach of such
responsibilities and obligations to the extent caused by the fault or negligence of such party.
3.9 "As is, Where Is, With All Faults". As further set forth in the SOCCCD
Agreement, the GRANTEE acknowledges that it has examined the SOCCCD Property and is
acquiring the SOCCCD Property from the GRANTOR in an "AS IS, WHERE IS, WITH ALL
FAULTS" condition, in its present state and condition and with all faults, which provisions shall
survive the close of escrow related to this transaction and do not merge with this Deed.
3.10 SOCCCD Agreements. The SOCCCD Agreement imposes certain covenants,
conditions and restrictions on the SOCCCD Property, including, without limitation, the Release
contained in section 16.4.3 of the SOCCCD Agreement, and certain non-discrimination and non -
segregation covenants, each of which is set forth verbatim below in italics and each of which is
hereby declared t be a covenant running with the land in perpetuity. Within the italicized
language which f )flows, certain terms shall have the following meanings: the term "SOCCCD"
shall mean the "GRANTEE" hereunder; the term "City" shall mean the GRANTOR hereunder;
the term Agreemc:it shall mean the SOCCCD Agreement; the term "Closing Date" shall mean
the date first set forth above on this Quitclaim Deed; and the term "SOCCCD Property" shall
mean the "SOCC:'D Property" conveyed pursuant to this Deed. All other terms shall have the
same meaning as used or defined in the SOCCCD Agreement.
16 '.3 Release. Save and except for the covenants, representations and
warranties of the City and any other "Released Party" (as defined below in this
Section) i�,Jer this Agreement, SOCCCD and any Person claiming by, through or
under SO, _—CD, including all voluntary and involuntary successors of SOCCCD
owning a.' or any portion of the Site ("Releasing Party"), hereby waives, as of
the date o;execution of this Agreement and as of the Closing Date, its right to
recover fi m, and fully and irrevocably releases, the City and its officers, elected
officials, e,nployees, agents, attorneys, affiliates, representatives, contractors,
successors and assigns (individually, a "Released Party", collectively, the
"Released Parties") from any and all Claims that SOCCCD may now have or
hereafter . affer or acquire for any costs, losses, liabilities, damages, expenses,
demands, .ictions or causes of action: (a) arising from any information or
03-80308.5
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SOCCCD QUITCLAIM DEED
Page 17.
documentation supplied by any of the Released Parties; (b) arising from any
condition of the SOCCCD Property, known or unknown by any Releasing Party
or any F leased Party; (c) arising from any construction defects, errors,
omissions or other conditions, latent or otherwise, including environmental
matters, a well as economic and legal conditions on or affecting the SOCCCD
Property, or any portion thereof; (d) arising from the existence, Release,
threatencc, Release, presence, storage, treatment, transportation or disposal of
any Hazardous Materials at any time on, in, under, from, about or adjacent to the
SOCCCD Property or any portion thereof; (e) by any governmental authority or
any other third party arising from or related to any actual, threatened, or
suspected release of a Hazardous Material on, in, under, from, about, or adjacent
to the SO, CCD Property, or any portion thereof, including any investigation or
remediati, i at or about the SOCCCD Property; (f) arising from the Tustin
Legacy B ckbone Infrastructure Program, the cost or extent thereof, or the
amount othe Fair Share Contribution; and/or (g) arising from the formation of
any conu,t.,nity facilities district in connection with the recoupment or payment of
the Fair Share Contribution; provided, however, that the foregoing release by the
Releasing Parties shall not apply to the extent that any Claim is the result of the
willful orisonduct or fraud of the City or its officers, employees, representatives,
agents a -onsultants arising after the Close of Escrow. This release includes
Claims od which SOCCCD is presently unaware or which SOCCCD does not
presently . uspect to exist which, if known by SOCCCD, would materially affect
SOCCCL `s release to the Released Parties. SOCCCD specifically waives the
provision f California Civil Code Section 1542, which provides as follows:
general release does not extend to claims which the creditor does not
know or st.spect to exist in his favor at the time of executing the release, which if
known bj im must have materially affected his settlement with the debtor. "
L, his connection and to the extent permitted by law, SOCCCD hereby
agrees, re, resents and warrants, which representation and warranty shall survive
the Clos. ;s on SOCCCD and the termination of this Agreement and not be
merged i h the Quitclaim Deed, that SOCCCD realizes and acknowledges that
factual n,..: ters now unknown to it may have given or may hereafter give rise to
Claims controversies which are presently unknown, unanticipated and
unsuspec., a, and SOCCCD further agrees, represents and warrants, which
represent, ion and warranty shall survive the Closings on the SOCCCD Property
and the t, -mination of this Agreement and not be merged with the Quitclaim
Deed, th,. the waivers and releases herein have been negotiated and agreed upon
in light , that realization and that SOCCCD, on behalf of itself and the other
Releasin,, Parties, nevertheless hereby intends to release, discharge and acquit
the Rele. 'd Parties from any such unknown Claims and controversies which
03-80308.5
SOCCCD QUI': :LAIM DEED
Page 18.
1
might in c
ry way be included as a material portion of the consideration given to
2
the City by
SOCCCD in exchange for the City's performance hereunder.
3
4
TI
e release shall run with the land and bind all owners and successor
5
owners tl creof
and, to further evidence its effectiveness with respect to successor
6
owners o,
lie SOCCCD Property, shall be included in its entirety in the Quitclaim
7
Deed.
8
9
16
; Non -Discrimination and Equal Opportunity.
10
11
10.
3.1 SOCCCD covenants and agrees, for itself, and its successors, that
12
(a) it shall
not discriminate against any employee or applicant for employment on
13
any basin
prohibited by law and (b) it has received and read, understands and
14
agrees to
e bound with respect to the entirety of the SOCCCD Property by the
15
Non -Disc
urination Covenant contained in the Navy Deed.
16
17
R
l.2 SOCCCD shall provide equal opportunity in all employment
18
practices.
19
20
1C-3.3
Oblivation to Refrain from Discrimination. SOCCCD covenants
21
and agre<
< for itself and its successors, that there shall be no discrimination
22
against c
segregation of any person, or group of persons, on account of race,
23
color, cr,
,l, religion, sex, sexual orientation, marital status, national origin or
24
ancestry .
the use, occupancy, tenure, enjoyment of the SOCCCD Property nor
25
shall SO(
CCD itself or any person claiming under or through it establish or
26
permit a;
such practice or practices of discrimination or segregation with
27
reference
to the selection, location, number, use or occupancy of tenants,
28
subtenant.
sublessees or vendees of the SOCCCD Property.
29
30
1(
)'.4 Redevelopment Law: Form of Nondiscrimination and
31
Nonsearc
ition Clauses. All deeds, leases or contracts that SOCCCD enters into
32
that affec-lie
SOCCCD Property shall contain or be subject to substantially the
33
following
on -discrimination or non -segregation clauses:
34
35
R
;.4.1 In Deeds:
36
37
"7
ie grantee herein covenants by and for itself, its successors and
38
as
igns, and all persons claiming under or through them, that there shall
39
bt
ao discrimination against or segregation of, any person or group of
40
p,
,ons on account of race, color, creed, religion, sex, sexual orientation,
41
n,
ital status, national origin or ancestry in the sale, lease, sublease,
42
U .,
.tfer, use, occupancy, tenure or enjoyment of the land herein conveyed,
43
ne
shall the grantee itself or any person claiming under or through it,
03-80308.5
03-80308.5
SOCCCD QUIT
'LAIM DEED
Page 19.
1
es
Mish or permit any such practice or practices of discrimination or
2
sc
egation with reference to the selection, location, number, use or
3
o(
ipancy of tenants, lessees, subtenants, sublessees or vendees in the
4
lal
l herein conveyed. The foregoing covenants shall run with the land."
5
R
)'.4.2 In leases:
6
7
";
e lessee herein covenants by and for itself, its successors and assigns,
8
m
all persons claiming under or through them, and this lease is made
9
ai
" accepted upon and subject to the following conditions:
10
11
That there shall be no discrimination against or segregation of any
12
pr
on or group of persons, on account of race, color, creed, religion, sex,
13
se
tal orientation, marital status, national origin or ancestry in the
14
le.
ing, subleasing, renting, transferring, use, occupancy, tenure or
15
e
>vment of the land herein leased, nor shall lessee itself, or any person
16
cl
ming under or through it, establish or permit such practice or
17
pi
: tices of discrimination or segregation with reference to the selection,
18
to
ition, number, use or occupancy of tenants, lessees, subleases,
19
su
'enants or vendees in the land herein leased. "
20
21
It
'.4.3 In contracts:
22
23
ere shall be no discrimination against or segregation of any person or
24
g;
vp of persons on account of race, color, creed, religion, sex, sexual
25
of
atation, marital status, national origin or ancestry in the sale, lease,
26
si.
'ease, transfer, use, occupancy, tenure or enjoyment of the land, nor
27
sl.
I the transferee itself or any person claiming under or through it,
28
es
:blish or permit any such practice or practices of discrimination or
29
se,
egation with reference to the selection, location, number, use or
30
of
tpancy of tenants, lessees, subtenants, sublessees or vendees of the
31
32
33
4. T.
terms of this Deed, including without limitation the provisions of Section
34
3.10 of this Dee,
are hereby agreed and declared by GRANTEE and GRANTOR and declared
35
to be covenants
.ening with the land and enforceable as restrictions and equitable servitudes
36
against the SOC
"D Property, and are hereby declared to be and shall be binding upon the
37
SOCCCD Prope.
Iand GRANTEE and the successors and assigns of GRANTEE owning all or
38
any portion of th.
�OCCCD Property.
39
40
5. N
'rICES: All notices, consents, demands, requests and other communications
41
a party desires of
s required to give to the other party or any other person shall be in writing and
42
either served pei
nally or sent by pre -paid, first-class mail to the address set for below. Either
43
party may chant
its address by notifying the other party of the change of address in writing.
03-80308.5
SOCCCD QUIT :LAIM DEED
Page 20.
1 Notice shall be d -med communicated forty eight (48) hours from the time of mailing if mailed
2 as provided in th Section:
3
4 If to GRI JOR: City of Tustin
5 300 Centennial Way
6 Tustin, California 92780
7 Attn: City Manager
8
Christine Shingleton
9
Assistant City Manager
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City of Tustin
11
300 Centennial Way
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Tustin, California 92780
13
With a cc
y (which
George R. Schlossberg, Esq.
14
shall i
)t constitute
Kutak Rock LLP
15
notice
to:
1101 Connecticut Avenue, N.W.
16
Suite 1000
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Washington, DC 20036
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19
If to GRI
4TEE:
Dr. Raghu P. Mathur, Chancellor
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South Orange County Community College District
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8000 Marguerite Parkway
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Mission Viejo, CA 92692
23
24
With a cc
v (which
Dennis O'Neil, Esq.
25
shall r
,t constitute
Hewitt & O'Neil, LLP
26
notice
to:
19900 Mac Arthur Blvd.
27
Irvine, California 92612
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[Signature Page Follows]
03-80308.5
SOCCCD QUITCLAIM DEED
Page 21.
1 IN WITP ESS WHEREOF, GRANTOR has caused its name to be signed to this
2 Quitclaim Deed c i the day first above written.
3
4 CITY OF TUSTIN
5
6
7 By:
8 William A. Huston
9 City Manager
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11 Dated:
12
13 Attest:
14
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16 Pamela Stoker
17 City Clerk
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19 Approved as to Form:
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21
22 Lois Jeffrey, Esq.
23 City Attorney
24
25
26 ACKNOWLEDGEMENT OF GRANTEE'S COVENANTS
27
28 TO IND; CATE ACCEPTANCE of its covenants and agreements contained in this
29 Quitclaim Deed . nd receipt of the documents described herein, GRANTEE has executed this
30 document on the ('ate written below.
31
32 SOUTH ORANGE COUNTY COMMUNITY
33 COLLEGE DISTRICT
34
35
36 By:
37 Dr. Raghu P. Mathur, Chancellor
38
39
40 Dated:
03-80308.5
Exhibit E
Sublease
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Execution Version 3/23/2004
SUB -LEASE
BETWEEN
THE CITY OF TUSTIN
AND
THE SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT
FOR A PORTION OF MCAS TUSTIN
THIS LEASE is made and entered into on this day of , 2004 by
and between the City of Tustin ("City"), a general law city and municipal corporation of the
State of California acting as the Local Redevelopment Authority (LRA) under the Defense Base
Closure and Realignment Act of 1990 ("Landlord"), and the South Orange County
Community College District ("Tenant").
RECITALS
A. The UNITED STATES OF AMERICA, acting by and through the Department of
the Navy ("Government"), is the owner of real and personal property commonly referred to as
the former Marine Corps Air Station, Tustin, California ("MCAS Tustin"), which was closed as
a military installation and is subject to disposal pursuant to and in accordance with the Defense
Base Closure and Realignment Act of 1991, as amended (Pub. Law No. 101-510).
B. Landlord and Government have agreed upon a method of conveyance of a portion
of MCAS Tustin ("EDC Property") as set forth in the Economic Development Conveyance
Memorandum of Agreement ("EDC MOA") dated May 13, 2002. The EDC MOA contemplates
that the Landlord will, following conveyance of the applicable portion of the EDC Property from
the Government to Landlord, convey a portion of the EDC Property to Tenant ("SOCCCD
Property") for educational purposes.
C. Government conveyed a portion of the EDC Property to Landlord on May 13,
2002.
D. Prior to the conditions for a transfer of the remaining portions of the EDC
Property to Landlord being met, immediate possession of the remaining portions of the EDC
Property has been leased by Government to Landlord pursuant to a Lease in Furtherance of
Conveyance ("LIFOC") dated May 13, 2002.
E. Pursuant to the Agreement between the City of Tustin and the South Orange
County Community Collect District for the Conveyance of a Portion of MCAS, Tustin and the
Establishment of an Advanced Technology Educational Campus, dated ("SOCCCD
Agreement"), Landlord and Tenant agreed upon a method of conveyance of the SOCCCD
Property and agreed to make and enter into this Lease for the portion of the SOCCCD Property
remaining under the LIFOC. Tenant will lease from Landlord the Leased Premises (as herein
defined), which leasehold interest is junior to and subject to the provisions of the LIFOC. As a
03-80112.8
MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND SOCCCD
I result thereof, this Lease is a "sub -lease" in accordance with applicable laws, statutes and
2 ordinances.
3
4 NOW, THEREFORE, in consideration of the terms, covenants and conditions hereinafter
5 set forth, Landlord and Tenant hereby agree as follows:
6
7 AGREEMENT
8
9 1.0 LEASED PREMISES. Landlord does hereby lease, rent, and demise to Tenant
10 and Tenant does hereby hire and rent from Landlord, approximately 30.71 acres, more or less, of
11 real property located in the City, County of Orange, California as more particularly described as
12 Parcels W -J-4, W -J -S, and IV -J-6, and legally described on Exhibit "A" ("Land"), together with
13 all buildings thereon, including all improvements and fixtures therein ("Buildings"). The Land
14 and Buildings are collectively referred to in this Lease as the "Leased Premises."
15
16 1.1 Common Areas. hi addition to the Leased Premises, subject to the Rules
17 and Regulations (as hereinafter defined), Tenant shall have the use of those certain common
18 areas to be designated by the Landlord from time to time ("Common Areas"). The use of the
19 Common Areas shall be for the non-exclusive use of Tenant and Tenant's employees, agents,
20 suppliers, customers and patrons, in common with Landlord and all such other persons to whom
21 Landlord has previously granted, or may hereinafter grant, rights of usage; provided that such
22 nonexclusive use shall be expressly subject to such Rules and Regulations which may be
23 amended by the Landlord from time to time. Tenant shall not be entitled to use the Common
24 Areas for storage of goods, vehicles, refuse or any other items. Landlord reserves the right to
25 alter, modify, enlarge, diminish, reduce or eliminate the Common Areas from time to time in its
26 sole discretion. If Tenant shall use any of the Common Areas for storage of any items, Tenant
27 shall pay all fines and other charges imposed upon either Landlord or Tenant by any fire,
28 building or other regulatory body, and Tenant shall pay all costs incurred by Landlord to clear
29 and clean the Common Areas and dispose of such items.
30
31 1.2. Subordination to LIFOC. This Lease is subject and subordinate to the
32 LIFOC between the Government, as the Lessor thereunder, and Landlord, as the Lessee
33 thereunder. Tenant acknowledges that Landlord's rights to the Leased Premises arise solely
34 under the LIFOC.
35
36 1.2.1 Notwithstanding any provision of this Lease, Landlord and Tenant
37 hereby agree as follows: (a) Tenant will not do or permit anything to be done in or on the Leased
38 Premises which will cause the occurrence of a default by Landlord under the LIFOC; (b) if the
39 LIFOC expires or is terminated for any reason, then this Lease shall thereupon terminate, without
40 any liability to Landlord (unless such expiration or termination is caused by a material default of
41 Landlord under the LIFOC), as if such date were the scheduled expiration date of the Term, as
42 defined in Section 2 herein. Landlord shall take all necessary actions within Landlord's control
43 to keep the LIFOC in full force and effect during the term of this Lease.
03-80112.8 2
MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND SOCCCD
2 1.2.2 Landlord shall have no liability to Tenant for Government's
3 defaults under the LIFOC. Tenant agrees that Landlord shall not be obligated to perform any of
4 the Government's obligations under the LIFOC. Tenant further agrees that neither this Lease nor
5 any of Tenant's obligations hereunder shall be affected by Government's default under the
6 LIFOC, except to the extent that the LIFOC is terminated. Landlord reserves all rights to enforce
7 the LIFOC, but agrees to make reasonable and diligent efforts to enforce Government's
8 obligations under the LIFOC, to the extent that Tenant is a material beneficiary thereof.
9 Landlord shall not be required to initiate a legal action against Government but agrees to
10 reasonably cooperate with Tenant to enforce Government's obligations under the LIFOC.
11
12 1.2.3 In the event of any conflict in the rights of Tenant under this Lease
13 and the rights of Landlord under the LIFOC, the terms, conditions and covenants of the LIFOC
14 shall control.
15
16 1.2.4 Tenant represents that it received, read and is familiar with the
17 terms of the LIFOC attached hereto as Exhibit B. By entering into this Lease, Tenant agrees to
18 be bound by all terms, conditions, and covenants of the LIFOC and to comply with all
19 obligations of Landlord as Lessee under the LIFOC.
20
21 2.0 TERM AND COMMENCEMENT.
22
23 2.1 Subject to subsection 2.3 and 2.4, the term ("Term") of this Lease shall be
24 for the period beginning on the date of execution of the Lease by all parties (the "Lease
25 Commencement Date") and ending on the earlier of: (A) the 31st day of December 2050; or (B)
26 the effective date of conveyance, for that portion of the Leased Premises conveyed to Tenant
27 (each such portion hereinafter referred to as "Conveyed Portion"), unless extended in accordance
28 with the provisions of Section 2.2 or sooner terminated in accordance with the provisions of
29 Section 20 and 21 herein.
30
31 2.2 Tenant may apply in writing for an extension of the term of this Lease
32 provided that the Lease has not been terminated or expired. Extension of the term of the Lease is
33 within the sole discretion of the Landlord.
34
35 2.3 Joint Inspection. A joint inspection of the Leased Premises shall be
36 conducted by representatives of Tenant and the Landlord prior to any use or occupancy of the
37 Leased Premises.
38
39 2.4 Commencement of Possession. If Landlord is unable to give possession of
40 the Leased Premises on the Lease Commencement Date because the Leased Premises is not
41 ready for occupancy or for any other reason, Landlord shall not be subject to any liability for the
42 failure to give possession on said date. Under such circumstances, unless the delay is the fault of
43 Tenant, the Rent (as defined in Section 3 hereof) shall not commence until the Leased Premises
03-80112.8
MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND SOCCCD
1 is available for occupancy by Tenant, and no such failure to give possession on the Lease
2 Commencement Date shall in any way affect the validity of this Lease or the obligations of
3 Tenant hereunder, nor shall the same be construed in any way to extend the Term of the Lease.
4
5 2.5 Surrender and Restoration.
6
7 2.5.1 Surrender. Upon the expiration of the term of this Lease or its
8 termination by Tenant or Landlord, the Tenant shall quietly and peacefully remove itself and its
9 property from the Leased Premises and surrender the possession thereof to the Landlord on the
10 expiration date, or the date of prior termination; provided, in the event that Landlord terminates
11 this Lease for a breach of this Lease by Tenant, or because of a termination of the LIFOC not
12 caused by Landlord, the Tenant shall be allowed a reasonable period of time, as determined by
13 the Government, in which to remove all of its property from and terminate its operations on the
14 Leased Premises. During such period prior to surrender, all obligations assumed by the Tenant
15 under this Lease shall remain in full force and effect. The Landlord may, in its discretion
16 following thirty (30) days notice to Tenant, declare any property which has not been removed
17 from the Leased Premises upon surrender as abandoned property.
18
19 2.5.2 Restoration. Before the expiration or prior to termination of the
20 Lease, Tenant shall restore the Leased Premises to the condition in which it was first received
21 and used by the Tenant, or to such improved condition as may have resulted from any
22 improvement made therein by the Tenant, subject however to ordinary wear and tear and loss or
23 damage for which the Tenant is not liable hereunder. Tenant is not obligated to restore
24 improvements to the Leased Premises once those improvements have been demolished or to
25 demolish improvements that have been completed during the term of this Lease.
26
27 3.0 RENT. For purposes of this Lease, Base Rent and Cost Reimbursements are
28 hereinafter collectively referred to as Rent.
29
30 3.1 Base Rent. The cost to perform all protection and maintenance services for the
31 Leased Premises as described in Section 12 of the LIFOC and this Lease. As consideration for
32 this Lease, Tenant shall provide as Base Rent in lieu of cash payments, all such protection and
33 maintenance services for the Leased Premises as described in Section 12 of the LIFOC and this
34 Lease, and shall submit a monthly statement detailing the services provided and all costs
35 incurred by Tenant to perform such services during the period covered by such statement ("Base
36 Rent Statement"). For purposes of calculating the cost of Base Rent in the event Tenant assigns
37 or sublets the Leased Premises under Section 10 of this Lease or defaults under Section 19 of this
38 Lease, Landlord will use the average monthly costs incurred by Tenant to perform such services
39 during the tern of this Lease, as reflected on the Base Rent Statements.
40
41 3.2 Cost Reimbursements. All sums payable by Tenant to Landlord under this
42 Lease not otherwise required for Base Rent shall be deemed a Cost Reimbursement ("Cost
43 Reimbursement"), including the following:
03-80112.8 4
MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND SOCCCD
1
2 3.2.1 Operating Expenses.
3
4 Tenant shall reimburse Landlord for Landlord's "Operating Expenses" for
5 the Leased Premises. As to any portion of Landlord's Operating Expenses incurred for the
6 benefit of both the Leased Premises and other properties, the amount charged to Tenant shall be
7 the portion reasonably determined by Landlord to be proportional to the impact of, or benefit to,
8 the Property as opposed to other properties. Operating Expenses shall mean those costs and
9 expenses incurred or paid on behalf of Landlord in connection with the operation and
10 maintenance of the Leased Premises pursuant to the LIFOC; this includes, but is not limited to,
11 the following: (1) maintenance and repair of common areas (i.e. roads and streets), as shown in
12 Exhibit "C'; (2) operation maintenance, and repair of common utility systems to the Leased
13 Premises; (3) utility charges for electricity, natural gas, water, and wastewater treatment/sanitary
14 sewage; (4) the direct and indirect cost of the Landlord's administration of the above operation,
15 maintenance and repair expenses; and (5) the cost of any additional services, which additional
16 services shall be subject to the prior written approval of Tenant. The failure of Tenant to provide
17 such written approval or disapproval within (_) days following notice of such additional
18 services shall be deemed an approval of such additional services. Tenant's approval of
19 additional services shall not be unreasonably withheld or delayed.
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21 3.2.1.1 Tenant agrees to pay one month in advance, on the first day
22 of each month Tenant's share of estimated Operating Expenses at $ per month, for the
23 term of the Lease, including any extensions. The $ advance payment requirement may be
24 adjusted in writing by Landlord at any time during the term due to increases or decreases in
25 Operating Expenses owed or incurred by Landlord under the LIFOC. If the term commences on
26 a day other than the first day of the calendar month or ends on a day other than the last day of the
27 calendar month, Cost Reimbursement for Operating Expenses for such partial month shall be
28 prorated at the rate of one -thirtieth of the monthly Operating Expenses for each day of the
29 period.
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31 3.2.1.2 Tenant hereby covenants and agrees to pay the Cost
32 Reimbursement pursuant to this Section 3.2, without further demand therefore, and without any
33 set-off or deduction whatsoever. Failure of Landlord to provide Tenant with an estimate or
34 revised estimate of Tenant's share of Operating Expenses shall not constitute a waiver by
35 Landlord of its right to require an increase in Additional Rent nor shall such failure deprive
36 Tenant of a decrease in Additional Rent, as the case may be.
37
38 3.2.1.3 In addition, if, as determined on an annual basis by
39 Landlord and based on actual operating costs incurred, Tenant's share of Operating Expenses is
40 greater than or less than the aggregate of all installments paid on account to Landlord for such
41 operating year, Tenant shall pay promptly to Landlord the amount of such underpayment, or
42 Landlord shall credit Tenant for the amount of such overpayment, as the case may be. It is the
43 intention hereunder to estimate the amount of Operating Expenses each year of this Lease and
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1 then to adjust such estimate based on actual Operating Expenses incurred and/or paid by
2 Landlord. Any payment, refund, or credit made pursuant to this Section shall be made without
3 prejudice to any right of Tenant to dispute, or of Landlord to correct, any items pursuant to the
4 provisions of Subsection 3.2.1.4 below.
5
6 3.2.1.4 Within sixty (60) days after receipt of a statement of the
7 actual annual Operating Expenses or special costs (described herein at Section 3.2.2), Tenant or
8 its authorized representative shall have the right to inspect the books of Landlord during the
9 business hours of Landlord at such location as Landlord may specify, for the purpose of
10 verifying information in such statement. Unless Tenant notifies Landlord of specific errors in
11 writing within sixty (60) days after delivery of such statement, the statement shall be deemed to
12 be correct.
13
14 3.2.2 Special Costs. In addition to the Operating Expenses described
15 above, the Tenant will also be required to reimburse the Landlord for any special costs incurred
16 by Landlord, whether under the LIFOC or otherwise, which are specifically attributable to an
17 action (or inaction) of the Tenant including without limitation Tenant's failure to provide the
18 protection and maintenance services as required by Section 3.1 and Section 12 herein. The
19 Landlord will advise the Tenant of such costs on a monthly basis and Tenant shall be obligated
20 to pay Landlord within 30 calendar days of the date of an invoice for such costs. If applicable,
21 Landlord, on behalf of Tenant and in an effort to avoid or mitigate such special costs, agrees to
22 participate in a "meet and confer" meeting with the Government as permitted under Section 3.1
23 of the LIFOC for Government anticipated costs attributable to an action (or inaction) of Tenant,
24 and to pursue dispute resolution proceeding as provided for under Section 44 hereof. Tenant
25 agrees to pay Landlord's costs for such activities. By agreeing to participate in such meetings
26 and dispute resolution process, Landlord makes no warranties or representations regarding its
27 ability to avoid or mitigate such costs attributable to Tenant. Landlord's agreement to participate
28 is such meetings or dispute resolution process shall not relieve Tenant of its obligations to pay all
29 special costs under this Section 3.2.2, and Landlord shall not be liable to Tenant for any costs
30 allegedly related to or resulting from any Landlord action or (inaction) during its participation in
31 such meetings or dispute resolution process.
32
33 3.2.3 Place of Payment. All payments due and owing shall be made by
34 the Tenant and shall be made payable to the City of Tustin and delivered to the City of Tustin
35 Finance Director at 300 Centennial Way, Tustin, California, 92780, or to a third party at such
36 other place as the Landlord may designate in writing from time to time.
37
38 3.3 Late Charge. If any payment of or any part thereof to be made by Tenant
39 to Landlord pursuant to the terms of this Lease shall become overdue for a period in excess of
40 ten (10) calendar days, a late charge equal to ten (10) percent of such overdue amount shall be
41 paid by Tenant for the purpose of defraying the expense incident to handling such delinquent
42 payment, together with interest from the date such payment or part thereof was due, at the default
43 rate of 10 percent per annum.
03-80112.8 6
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3.4 No Waiver. Nothing herein or in the imposition or acceptance of a late
charge or interest by Landlord shall be construed as a waiver of any rights of Landlord arising
out of any default of Tenant; the right to collect any late charge or interest is separate and apart
from any rights or remedies of Landlord relating to any default by Tenant.
3.5 Survival. The obligations of Tenant with respect to the payment of Rent
shall survive the termination of this Lease.
3.6 Net Lease. The Tenant hereby acknowledges and agrees that this Lease is
intended to be a triple net lease to the Landlord, as such term is commonly used for the leasing of
industrial properties, and except as expressly stated herein, Landlord is not responsible for any
costs, charges, expenses and outlays of any nature whatsoever arising from or relating to the
Leased Premises, or the use and occupancy thereof, or the contents thereof or the business
carried on therein, and that the Tenant shall pay all charges, impositions, costs and expenses of
every nature and kind relating to the Leased Premises except as otherwise expressly agreed to
herein. As set forth in this Lease in Section 12, all costs of maintenance and repair of the Leased
Premises, all costs of insuring the Leased Premises, as identified in Section 18 and all taxes as
that term is defined in Section 6 of this Lease, attributable to the Leased Premises shall be paid
directly by the Tenant. Notwithstanding anything contained in this Lease to the contrary, Tenant
shall have no obligation to make any capital or extraordinary improvements or repairs to the
Leased Premises or to perform any environmental remediation of or at the Leased Premises,
except to the extent required in the LIFOC or this Lease or to the extent such is required as a
result of Tenant's negligence or willful misconduct.
3.7 Security Deposit. Landlord agrees to waive the requirement of a security
deposit for Tenant.
4.0 USE OF LEASED PREMISES.
4.1 Subject to any restrictions in the LIFOC and the Finding of Suitability to
Lease (FOSL) and consistent with the MCAS Tustin Specific Plan/Reuse Plan, Tenant may use
and occupy the Leased Premises for the development, construction, operation and maintenance
of an Advanced Technology Educational Campus as defined in Exhibit A of the SOCCCD
Agreement. Tenant shall not use the Leased Premises for any other purpose unless expressly
agreed to by the Landlord in writing.
4.2 There shall be no filming on the Leased Premises portraying the U. S.
Military without prior written authorization from the Landlord.
4.3 Compliance With FOSL and Other Governmental Documents. Any use or
uses of the Leased Premises shall comply with all terms and conditions of this Lease, the LIFOC
and the Findings of Suitability to Lease (FOSL) for the Leased Premises under the LIFOC,
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1 subject to the uses being consistent with the National Environmental Policy Act ("NEPA")
2 Record of Decision ("ROD") for the disposal and reuse of MCAS Tustin, and all conditions
3 expressed therein as well as all conditions expressed in any other environmental action with
4 respect to the uses of the Leased Premises prepared for compliance with NEPA.
5
6 4.4 Use of Hazardous or Toxic Materials. In accordance with 10 U.S.C. 2692,
7 the Tenant is prohibited from storing or disposing non -DOD approved toxic or hazardous
8 materials, which includes materials that are of an explosive, flammable, or pyrotechnic in nature,
9 on a military installation, except to the extent authorized by a statutory exception to 10 U.S.C.
10 2692 or as authorized by the Secretary of Defense or his or her designee. In the event that
11 Tenant desires to store or dispose of any hazardous materials, which includes materials that are
12 explosive, flammable, or pyrotechnic in nature, on the Leased Premises, Tenant shall comply
13 with the provisions of Section 23 of this Lease.
14
15 4.5 Historic Preservation. Tenant shall not undertake any activity that may
16 affect an identified historic or archeological property, including excavation, construction,
17 alteration, maintenance or repairs of the Leased Premises, Historic Buildings, or sites in a
18 manner that is inconsistent with the Memorandum of Agreement Among the United States Navy,
19 the California State Historic Preservation Officer and the Advisory Council on Historic
20 Preservation for the Disposal and Reuse of Marine Corps Air Station, Tustin, Orange County,
21 California set forth as Exhibit K to the EDC MOA. Buried cultural materials may be present on
22 the Leased Premises. If such materials are encountered, Tenant shall stop work immediately and
23 notify Government and Landlord.
24
25 5.0 UTILITIES.
26
27 5.1 Provision of Utilities. The obtaining of utility services shall be solely the
28 responsibility of Tenant. Any separate metering of utilities required by any utility provider shall
29 be the responsibility of Tenant. Tenant shall pay all service charges, and all initial utility
30 deposits and fees, for water, electricity, sewage, janitorial, trash removal, gas, telephone, pest
31 control and any other utility services furnished to the Leased Premises and the improvements on
32 the Leased Premises during the entire term of this Lease ("Utilities"). Tenant shall pay for all
33 Utilities in addition to Rent. If any such Utilities are not separately metered or billed to Tenant
34 for the Leased Premises but rather are billed to and paid by Landlord, Tenant shall pay to
35 Landlord, as Cost Reimbursements, its pro rata share of the cost of such services, as reasonably
36 determined by Landlord. If any Utilities are not separately metered, Tenant shall have the right
37 to determine Tenant's consumption by either submetering, survey or other methods designed to
38 measure consumption with reasonable accuracy. Landlord shall not be liable for any reason for
39 any loss or damage resulting from an interruption of any of these services. Landlord may
40 designate the provider of Utilities and in such event Tenant shall use such designated provider;
41 provided that Tenant shall have no claim against the City, of any type, for any failure of such
42 provider to provide such service, and Tenant's remedy, if any, shall be limited to such provider.
43
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5.2 Tenant agrees to diligently pursue Utilities directly from private or
municipal suppliers and agrees that it will accept needed Utilities from any private or municipal
supplier, who should during the term of this Lease, become capable of delivering such services
to the Leased Premises at commercial rates. If Tenant, after exhausting such efforts, is unable to
obtain the provision of needed Utilities and to the extent Landlord is, at the time, operating
existing systems on the EDC Property and providing Utilities to the Government pursuant to
Section 10.1 of the LIFOC, Landlord shall work to provide such Utilities, but only to the extent
provided to the Government, to Tenant. If Landlord provides such Utilities, Tenant shall pay
Landlord commercial rates for the Utilities as an Operating Expense. Tenant acknowledges and
agrees that the decision to provide Utilities to Tenant is within the sole discretion of Landlord
and that Landlord may interrupt or terminate in whole or in part such Utilities at any time
without any continuing obligation to Tenant and without any liability for any losses or damages
suffered by Tenant resulting from such interruption or termination. Landlord agrees to provide
Tenant with fourteen (14) days notice prior to such termination.
5.3 Tenant acknowledges and agrees that Landlord in no way warrants the
condition or adequacy of the Utilities on the Leased Premises for the purposes intended by the
Tenant. The Tenant may, with the prior written approval of Landlord, replace, remove, or
relocate utility systems on the Leased Premises in order to use the Leased Premises. Such
approval is within the sole discretion of Landlord and will not be granted where the replacement,
removal, or relocation, may interfere with the use or redevelopment plans of Landlord or the
Government, or their contractors or tenants. Tenant shall be responsible for all costs related to
such replacement, removal, or relocation.
5.4 Tenant acknowledges and understands that pre-existing water, electric,
sewer, natural gas, and storm drainage systems may be present on the Leased Premises and that
such systems are to be upgraded or replaced with new systems to be located adjacent to the
Leased Premises as part of the planned redevelopment of the EDC Property or may be used by
the Government for the provision of Utilities to support ongoing Government activities on
MCAS Tustin. Landlord and the Government shall at all times have full access to the Leased
Premises for operation, maintenance, repair and replacement of these systems as may be
required. Such operation, maintenance, repair and replacement activities shall take priority over
the provision of Utilities to Tenant, whether provided by Landlord or other utility service
providers, or any use of the Leased Premises by Tenant in the event of any conflict and Landlord
and the Government shall not be liable for any loss or damage resulting from the disconnection
or interruption of Utilities services to Tenant or any interference with Tenant's use of the Leased
Premises necessitated by such activities. The determination to disconnect or interrupt Tenant's
utility service or interfere with Tenant's use of the Leased Premises is within the sole discretion
of Landlord, provided that Landlord will provide Tenant with fourteen (14) days prior notice of
such determination.
6.0 TAXES. Tenant shall pay all Taxes (as hereinafter defined) levied or imposed
against the Leased Premises or Landlord and/or Tenant's interest therein during the Term. Taxes
03-80112.8
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1 shall mean all taxes, assessments and governmental charges, whether federal, state, county or
2 municipal, and whether general or special, ordinary or extraordinary, foreseen or unforeseen,
3 imposed upon the Rent, the Leased Premises, or any possessory interest therein, or the operation
4 of the Leased Premises, whether or not directly paid by Landlord. Taxes shall not include
5 income taxes, excess profit taxes, franchise taxes, or other taxes imposed or measured on or by
6 the income of Landlord from the operation of the Leased Premises, provided, however, that if,
7 due to a future change in the method of taxation or assessment, any income, profit, franchise or
8 other tax, however designated, shall be imposed in substitution, in whole or in part, for (or in lieu
9 of) any tax, assessment or charge which would otherwise be included within the definition of
10 Taxes, such other tax shall be deemed to be included within Taxes as defined herein to the extent
11 of such substitution. There shall be added to Taxes the expenses of any contests (administrative
12 or otherwise) of Taxes incurred during the taxing year, but only to the extent such contests result
13 in a reduction of Taxes for such year or any other year during the Term. Tenant shall pay to the
14 appropriate governmental authority any use, possessory interest, and/or occupancy tax applicable
15 to the Leased Premises. hi the event that Landlord is required by law to collect such tax, Tenant
16 shall pay such use and occupancy tax to Landlord as Additional Rent within ten days of demand
17 and Landlord shall remit any amounts so paid to Landlord to the appropriate governmental
18 authority.
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20 6.1 The interest created by this Lease may at some time be subject to property
21 taxation under the laws of the State of California. If property taxes are imposed, the party in
22 whom the possessory interest is vested may be subject to the payment of the taxes levied on such
23 interest. This notice is included in this Lease pursuant to the requirements of Section 107.6 (a)
24 of the Revenue and Taxation Code of the State of California.
25
26 6.2 Tenant shall pay the Taxes directly imposed upon it or Landlord in
27 accordance with the instructions of the taxing entity. Tenant shall pay the Taxes originally
28 imposed upon Landlord, upon Landlord's election, either (i) annually within 30 days after the
29 date the Landlord provides Tenant with a statement setting forth in reasonable detail such Taxes
30 (which statement shall not be provided to Tenant more than 60 days before such Taxes are due),
31 or (ii) monthly in advance based on estimates provided by Landlord based upon the previous
32 year's tax bill.
33
34 6.3 All Taxes originally imposed upon Landlord and payable by Tenant with
35 respect to the Leased Premises shall be prorated on a per diem basis for any partial tax year
36 included in the Term. Tenant's obligation to pay Taxes during the last year of the Term shall
37 survive the termination of this Lease.
38
39 7.0 ACCESS BY GOVERNMENT AND LANDLORD. hi addition to access
40 required under other provisions of this Lease, the Government and Landlord shall be allowed
41 access to the Leased Premises at all reasonable times throughout the term of this Lease, for any
42 reasonable purposes upon prior written notice to the Tenant. The Government and Landlord will
43 normally give Tenant a minimum forty-eight (48) hour prior notice of an intention to enter the
03-80112.8 10
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1 Leased Premises, unless the entry is required on an emergency basis for safety, environmental,
2 operations or security purposes. Unless an emergency situation, all such entry by the
3 Government and Landlord shall be accompanied by a representative of the Tenant. Tenant shall
4 ensure that a telephone roster is maintained at all times on on-call persons representing Tenant
5 who will be available on short notice, 24 hours a day, 365 days per year, and possess and have
6 authority to use all keys necessary to gain access to the Leased Premises, to facilitate entry in
7 time of emergency. The Tenant shall ensure that the Landlord has a current roster of such on -
8 call personnel and their phone numbers. Tenant shall have no claim against the Government or
9 Landlord for exercise of their rights of access hereunder.
10
11 8.0 COVENANTS OF TENANT.
12
13 8.1 Tenant shall at a minimum maintain and keep the Leased Premises in the
14 same condition as set forth in the Joint hispection, reasonable wear and tear and damage by
15 casualty not caused by the negligence of Tenant or its agents, contractors or employees excepted.
16
17 8.2 Tenant shall not make or permit to be made any use of the Leased
18 Premises or any part thereof (i) which would violate any of the covenants, agreements, terms,
19 provisions, and conditions of this Lease or the LIFOC; or (ii) which would directly or indirectly
20 violate any federal, state or local law, ordinance, rule or governmental regulation; or (iii) which
21 will suffer or permit the Leased Premises or any part thereof to be used in any manner or permit
22 anything to be brought into or kept therein which, in the reasonable judgment of Landlord, shall
23 in any way impair or tend to impair the character, reputation or appearance of the Leased
24 Premises or which will impair or interfere with or tend to impair or interfere with any of the
25 services performed by Landlord.
26
27 8.3 Tenant shall not display, inscribe, print, maintain or affix on any place in
28 or about the Leased Premises any sign, notice, legend, direction, figure or advertisement, except
29 as may be consistent with the City's ordinance and approved by Landlord in writing consistent
30 with the LIFOC.
31
32 8.4 Tenant shall not attach any additional locks or similar devices to any door
33 or window, change any locks or make additional keys for any doors to the Leased Premises,
34 without Landlord's prior written consent. All keys must be returned to Landlord at the expiration
35 or termination of this Lease.
36
37 8.5 Unless Landlord gives advance written consent, Tenant shall not install or
38 operate any steam or internal combustion engine, boiler, in or about the Leased Premises, or use
39 any illumination other than electric light, or use or permit to be brought into the building any
40 inflammable fluids such as gasoline, kerosene, naphtha and benzine, or any explosives,
41 radioactive materials or other articles deemed extra hazardous to life, limb, or property. Tenant
42 shall not use the Leased Premises for any illegal or immoral purpose.
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1 8.6 The sidewalks, halls, passages, exits and entrances shall not be obstructed
2 by Tenant or used for any purpose other than for ingress to and egress from the Leased Premises.
3
4 8.7 Tenant shall not use, keep, or permit to be used or kept any foul or
5 noxious gas or substance on the Leased Premises, or permit or suffer the Leased Premises to be
6 occupied or used in a manner offensive or objectionable to Landlord by reason of noise, odors
7 and/or vibrations, or interfere in any way with other tenants or those having business therein, nor
8 shall any animals or birds be brought in or kept in or about the Leased Premises.
9
10 8.8 Tenant shall comply with the Rules and Regulations.
11
12 8.9 Tenant shall comply with all laws, enactments, rules, ordinances and
13 regulations of all governmental authorities relating or applicable to Tenant's occupancy of the
14 Lease Premises and all covenants of the LIFOC governing use of the Leased Premises. Tenant
15 shall obtain all permits and licenses required by the City of Tustin and shall pay all required fees.
16
17 8.10 Outside storage areas are not permitted unless expressly authorized in
18 writing by Landlord.
19
20 In addition to all other liabilities for breach of any covenant of this Section,
21 Tenant shall pay to Landlord an amount equal to any increase in insurance premiums payable by
22 Landlord caused by such breach.
23
24 9.0 ALTERATIONS.
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26 9.1 Tenant shall not make any alterations, improvements, or additions to the
27 exterior or interior of the Leased Premises (collectively the Work), without Landlord's prior
28 written consent in each and every instance. In the event Tenant desires to perform any Work,
29 Tenant shall first submit to Landlord a written description of the proposed Work, and, if
30 Landlord requires, plans and specifications relating thereto, and obtain Landlord's written
31 approval prior to commencing it. Approval of Work may be conditioned upon providing the
32 Landlord and the Government with a performance and payment bond satisfactory to them in all
33 respects in addition to other requirements deemed reasonably necessary to protect the interests of
34 the Landlord and the Government.
35
36 9.2 Because of the possibility that the Leased Premises will ultimately be
37 under the jurisdiction of the City of Tustin for compliance with health and safety regulations and
38 requirements, prior to undertaking or doing any Work on the Leased Premises, or any portion
39 thereof, Tenant shall submit an application to the City of Tustin Community Development
40 Department, and, if required by the City, to other City departments, for review and obtaining
41 approval of such plans and proposals for such Work whether or not such review and approval is
42 at such time under the legal jurisdiction of the City, unless such review and approval is expressly
43 waived in writing by such City department. In addition to the application to the City of Tustin
03-80112.8 12
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1 Community Development Department, Tenant shall also submit a narrative description of all
2 proposed Work, with the projected schedule and costs thereof, and an analysis as to how and
3 why such Work will or will not be visible from the exterior of the Buildings, or affect any
4 historically significant features, or be substantially likely to adversely affect the environmental
5 cleanup of MCAS Tustin, human health, or the environment, or adversely impact the structure of
6 the Buildings. All Work shall be done at the expense of Tenant without any costs or obligation
7 to Landlord. No Work shall be undertaken by Tenant on the Leased Premises, unless such Work
8 has been approved by the City Community Development Department or such review has been
9 waived in writing. In addition, there shall be no Work performed on the Leased Premises
10 without prior written consent of the Government to the extent required, and in the manner set
11 forth, in Section 8 of the LIFOC.
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13 9.3 At the termination of this Lease, all improvements, whether temporary or
14 permanent in character, made by Landlord or Tenant in or upon the Leased Premises shall
15 become Landlord's property and shall remain upon the Leased Premises at the termination of this
16 Lease without compensation to Tenant (excepting only Tenant's movable office furniture, trade
17 fixtures, and manufacturing, office and professional equipment, and any Work approved by
18 Landlord as to which, at the time of such approval, Landlord stated, in writing, that such Work
19 had to be removed at the termination of the Lease).
20
21 10.0 ASSIGNMENT AND SUBLETTING.
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23 10.1 Restrictions on Transfer. Tenant shall not effect, or agree to effect, any
24 transfer, sale, assignment, gift or other conveyance of all or any portion of the Leased Premises
25 or any improvements thereon or any interest therein, or any right or interest under this Lease,
26 whether voluntarily, involuntarily or by operation of law or otherwise (collectively, a
27 "Transfer"), unless such Transfer is a Permitted Transfer. "Permitted Transfer" shall mean only
28 any of the following:
29
30 (a) Any mortgage, deed of trust, pledge, hypothecation or other similar
31 transfer (including sale-leaseback financing transactions) for the purpose of providing security
32 for the repayment of indebtedness and related obligations incurred to finance or refinance the
33 acquisition, development or construction of the Leased Premises or improvements thereon in
34 accordance with the provisions of this Lease and the SOCCCD Agreement, provided, that such
35 mortgage, deed of trust, pledge, hypothecation or other similar transfer (including sale-leaseback
36 financing transactions) shall:
37
38 (1) be subordinate to this Lease, and
39
40 (11) provide that the proceeds of such mortgage, deed of trust, pledge,
41 hypothecation or other similar transfer (including sale-leaseback financing transactions) shall be
42 used solely for the purposes set forth in Section 10.1(a) above.
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1 (b) Assignments or subleases for use of the Leased Premises only as permitted
2 under this Lease, provided that the Landlord has approved the assignee or sublessee, which
3 approval shall not be unreasonably withheld. In the event Tenant or a successor desires to effect
4 an assignment or sublease, Tenant or such successor shall submit to the Landlord the name of the
5 proposed assignee or sublessee and such other information as the Landlord may reasonably
6 request for the purposes of determining that such assignee or sublessee has the capability and
7 resources necessary to carry out its obligations under the proposed assignment or sublease. The
8 information that may be requested by the City shall include, but not be limited to, (i) current
9 financial statements of the proposed assignee or sublessee to the extent existing (and if not, then
10 other reasonable evidence of financial resources), (ii) the names of the persons or entities who
11 manage or control the affairs of the proposed assignee or sublessee, (iii) information regarding
12 the experience of the proposed assignee or sublessee (and the persons managing or controlling
13 such lessee or sublessee) in owning or operating enterprises such as that to be pursued under the
14 proposed assignment or sublease, and (v) the terms and condition of the proposed assignment or
15 subletting. Within twenty (20) business days after receipt of the relevant information reasonably
16 requested by the Landlord, the City shall give Tenant or its successor written notice of approval
17 or disapproval of the proposed assignment or sublessee.
18
19 (c) Any other Transfer as to which Tenant or its successor in interest receives
20 the prior written consent of the Landlord, which consent may be withheld by the City for any
21 reason whatsoever.
22
23 10.2 Other Transfers. For the purposes of this Lease, "Transfer" also shall include any
24 of the following:
25
26 (a) If Tenant is or becomes bankrupt or insolvent or if any involuntary
27 proceeding is brought against Tenant (unless, in the case of a petition filed against the SOCCCD,
28 the same is dismissed within ninety (90) days), or Tenant makes an assignment for the benefit of
29 creditors, or institutes a proceeding under or otherwise seeks the protection of federal or State
30 bankruptcy or insolvency laws, including the filing of a petition for voluntary bankruptcy or
31 instituting a proceeding for reorganization or arrangement;
32
33 (b) If a writ of attachment or execution is levied on this Lease or on the
34 Leased Premises, or on any portion thereof, where such writ is not discharged within ninety (90)
35 days;
36
37 (c) If, in any proceeding or action in which the Tenant or its successor in
38 interest is a party, a receiver is appointed with authority to take possession of the Leased
39 Premises, or any portion thereof, or any improvements thereon, where possession is not restored
40 to the Tenant or its successor in interest within ninety (90) days; or
41
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1 (d) If Tenant experiences any change in status, ownership or control after
2 which Tenant does not continue to be engaged as a duly authorized provider of college -level
3 educational services under applicable law.
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5 10.3 Remedies For Improver Transfers. Any purported Transfer that is not a Permitted
6 Transfer shall, at the election of the Landlord, be null and void. If there is any Transfer that is
7 not a Permitted Transfer, such Transfer shall be a Material Default under this Agreement as of
8 the date of the transfer, which date shall not be extended by Force Majeure Delay. In the event
9 of a Transfer in violation of this Section 10, the Landlord shall have all remedies available to it at
10 law and in equity, including the right to immediate possession of the Leased Premises.
11
12 10.4 If, with the consent of Landlord, this Lease is assigned or if the Leased Premises
13 or any part thereof is sublet or occupied by anybody other than Tenant, Landlord may, after
14 default by Tenant, collect Rent from the assignee, Tenant, or occupant, and apply the net amount
15 collected to the Rent herein reserved. The collection of Rent from an assignee or occupant shall
16 not release Tenant from its obligation to pay Rent not otherwise collected from such assignees or
17 occupants. If Landlord consents to such subletting or assignment, it shall nevertheless be a
18 condition to the effectiveness thereof that a fully executed copy of the sublease or assignment is
19 furnished to Landlord and that any assignee assumes in writing all obligations of Tenant under
20 this Lease and the LIFOC. No consent to any assignment, subletting or occupancy shall be
21 deemed a waiver of any of Tenant's obligations contained in this Lease or the LIFOC or the
22 acceptance of the assignee, Tenant or occupant as Tenant, nor a release of Tenant from further
23 performance of any covenants and obligations under this Lease or the LIFOC.
24
25 10.5 Any approval given by Landlord of an assignment or subletting of this Lease shall
26 not constitute a waiver of the necessity of such approval of any subsequent assignment or
27 subletting.
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29 10.6 If Tenant requests Landlord to approve a proposed assignment or subletting,
30 Tenant shall pay to Landlord, whether or not consent is ultimately given, Landlord's attorneys'
31 fees incurred in connection with reviewing each such request.
32
33 10.8 Notwithstanding any other provisions of this Lease, Landlord may, within its sole
34 discretion, assign this Lease to a third party, including the Tustin Community Redevelopment
35 Agency.
36
37 11.0 CONDITION OF PREMISES.
38
39 11.1 Tenant agrees to accept the Leased Premises "as is, where is" in its present
40 condition. Landlord and the Government make no warranty as to the suitability of the Leased
41 Premises generally or its fitness for any particular purposes. No promise of Landlord to alter,
42 remodel, repair or improve the Leased Premises and no representation respecting the condition of
43 the Leased Premises have been made by Landlord to Tenant, other than as expressly stated in
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this Lease. The Tenant shall be responsible for correction of any safety or health hazards, at
Tenant's sole expense prior to use and occupancy.
11.2 Should this Lease terminate and not be succeeded by another lease or
sublease, or a conveyance of title to the Leased Premises, Tenant shall return and surrender the
Leased Premises in as good condition as when Tenant took possession, ordinary wear and tear
and loss by fire or other casualty not caused by the negligence of Tenant or its agents, contractors
or employees excepted. If Tenant fails to surrender the Lease Premises in such condition,
Landlord may restore the Leased Premises to such condition and Tenant shall pay the cost
thereof on demand.
12.0 PROTECTION AND MAINTENANCE SERVICES. The services to be
provided by the Tenant hereunder shall include the finishing of all labor, supervision, materials,
supplies, and equipment necessary to furnish the structural (including roof) maintenance; fencing
maintenance; plumbing maintenance; electrical maintenance; maintenance of heating and
cooling systems; exterior utility systems maintenance; pavement and grounds maintenance
(including grass cutting, shrub trimming and tree removal); pest control; security within the
Leased Premises; refuse collection, removal, and disposal; and utilities maintenance on the
Leased Premises necessary for the protection of Leased Premises.
12.1 Maintenance. Tenant shall, at Tenant's own expense, maintain and repair
the Leased Premises. The degree of such maintenance and repair to be furnished by the Tenant
hereunder shall be that which is sufficient to maintain weather tightness, structural stability,
protection from fire hazards of erosion, and elimination of safety and health hazards, which arise
during the term of the lease and which are not caused by the actions of the Landlord, the
Government or their employees, contractors, or agents, so that the Leased Premises being
serviced will remain in the condition in which they exist at the commencement of the Lease,
ordinary wear and tear excepted. Both Landlord and Government, upon due notice, may inspect
the Leased Premises, to insure performance of the maintenance required.
12.1.1 The Tenant is responsible for the repair and maintenance of all
interior utility systems and those exterior utility systems, distribution lines, connections and
equipment which solely support Leased Premises. This responsibility extends from Leased
Premises to the point of connection with the utility system that serves users other than Lessee.
These systems may include but are not limited to: heating plants, steam lines, traps,
transformers, substations, power distribution lines (overhead and underground), poles, towers,
gas mains, water and sewage mains, water tanks, fire protection systems, hydrants, lift stations,
manholes, isolation valves, meters, storm water system and catch basins. Tenant shall ensure
only trained and qualified persons are utilized in performance of the maintenance and protection
services specified in this paragraph.
12.2 Housekeeping. Debris, trash and other unused materials shall be promptly
removed from the Leased Premises, and the area of work shall be kept reasonably clean and free
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1 of unused materials at al times. At termination of the Lease, the Leased Premises shall be left
2 without containers, Tenant's equipment, and other undesirable materials, and in an acceptably
3 clean condition.
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5 12.3 Security and Fire Protection. Tenant shall provide for all security and
6 safety within the Leased Premises.
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8 12.3.1 Any crimes or other offenses, including traffic offenses and crimes
9 and offenses involving damage to or theft of Government property, shall be reported to the
10 appropriate authorities for their investigation and disposition to Landlord and to Government as
11 property owner.
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13 12.3.2 Tenant shall take or cause to be taken, all reasonable and necessary
14 fire protection precautions at Leased Premises. Such precautions shall include, but are not
15 limited to, maintenance of any sprinkler system that exists on the effective date of this Lease
16 and/or the provision of portable fire extinguishers for fire protection of Leased Premises.
17
18 12.4 Services. The Tenant shall be responsible, at its cost and expense, for
19 obtaining and providing any and all services, not otherwise provided by Landlord in accordance
20 with the terms of this Lease, which may be required in connection with the Tenant's use or
21 occupancy of the Leased Premises.
22
23 12.5 Repairs. Tenant shall give to Landlord written notice of any damage to, or
24 defective condition in, any part or appurtenance of the Leased Premises' plumbing, electrical,
25 heating, air-conditioning or other systems serving, located in, or passing through the Leased
26 Premises immediately after Tenant becomes aware of such damage. If any damage results from
27 any act or neglect of Tenant or its agents, contractors or employees, Landlord may, at Landlord's
28 option, repair such damage and Tenant shall promptly thereupon pay to Landlord the total cost of
29 such repair.
30
31 13.0 RULES AND REGULATIONS. Notwithstanding any other provision of this
32 Lease, Landlord shall have the right to make such reasonable rules and regulations as in the
33 judgment of Landlord may from time to time be necessary for the safety, appearance, care and
34 cleanliness of the Leased Premises and for the preservation of good order therein. Such rules to
35 be provided shall be in writing and shall be subject to the prior written approval of Tenant, which
36 approval shall not be unreasonably withheld or delayed.
37
38 14.0 EMINENT DOMAIN.
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40 14.1 In the event that title to the whole of the Leased Premises shall be lawfully
41 condemned or taken in any manner for any public or quasi -public use or conveyed in lieu of
42 condemnation, this Lease shall automatically terminate as of the date possession is required to be
43 delivered to the condemnor. In the event that only a portion of the Leased Premises is taken, this
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Lease shall automatically terminate as to the portion condemned and remain in full force and
effect as to all remaining portions. However, in the event condemnation of a portion of the
Leased Premises renders, in Landlord's reasonable opinion, the remaining Leased Premises
unsuitable for the conduct of Tenant's business, either party may terminate this Lease as to the
whole of the Leased Premises as of the date when possession of such condemned portion of the
Leased Premises is delivered to the condemning authority.
14.2 In the event of any eminent domain by the City, Tenant, by signing this
Lease is waiving any and all rights of any type, kind or amount for relocation benefits, including
but not limited to any such or similar rights prescribed by any state, federal or local law and/or
regulation and waiving any and all rights to just compensation under the U.S. and California
constitutions.
15.0 TENANT -LANDLORD RELATIONSHIP.
15.1 This Lease is not intended and shall not be construed to create the
relationship of agent, servant, employee, or representative of the Landlord by Tenant.
15.2 Tenant understands and agrees that all persons furnishing services to
Tenant pursuant to this Lease are, for purposes of workers compensation and liability, solely
employees of Tenant and not of Landlord.
15.3 Tenant shall bear the sole responsibility and liability for furnishing
workers compensation benefits to any person for injuries from or connected with services
performed on behalf of Tenant pursuant to this Lease.
15.4 Tenant understands and specifically agrees to inform its employees that
Tenant is not an agent, servant, employee or representative of Landlord.
16.0 INDEMNITY.
16.1 Tenant shall defend, with counsel acceptable to Landlord, indemnify, and
save harmless Landlord and the Government and their respective agents and employees from,
and shall pay all costs, expenses and reasonable attorney's fees for all trial and appellate levels
and post judgment proceedings in connection with, any and all claims and demands, actions,
proceedings, losses, liens, costs and judgments of any kind and nature whatsoever, including
expenses incurred in defending against legal actions, for death or injury to persons or damage to
property and for civil fines and penalties arising or growing out of, or in any manner predicated
upon the occupation or use of the Leased Premises by Tenant, its employees, agents, servants,
guests, invitees, contractors, or sublessees , including the following:
16.1.1 Any dangerous, hazardous, unsafe or defective condition, in or on
the Leased Premises, of any nature whatsoever, which may exist by reason of any act, omission,
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neglect, or any use or occupation of the Leased Premises by Tenant, its officers, agents,
employees, sublessees, licensees or invitees from commencement of the term of the Lease;
16.1.2 Any operation conducted upon or any use or occupation of the
Leased Premises by Tenant, its officers, agents, employees, sublessees, licensees or invitees
under or pursuant to the provisions of this Lease or otherwise;
16.1.3 Any act, omission, or negligence of Tenant its officers, agents,
employees;
16.1.4 The loss of, or damage to any property of Tenant by theft or
otherwise;
16.1.5 Any failure of Tenant, its officers, agents, employees or sublessees
to comply with the terms or conditions of this Lease, the LIFOC, or any applicable federal, state,
regional or municipal law, ordinance, rule or regulation related to the use or occupancy of the
Leased Premises.
16.2 Landlord will notify the Tenant within 30 days of receiving notice of any
claim filed against it that is covered by this indemnity.
16.3 Tenant also agrees to indemnify the Government and Landlord and pay for
all damages or loss suffered by Landlord or Government including, but not limited to, economic
loss, damage or loss of Government or Landlord's property and injury to Government or
Landlord's employees arising out of the conditions, operations, uses, occupations, acts, omissions
or negligence referred to in Section 16.1.
16.4 Waiver. Landlord shall not be liable to Tenant and Tenant hereby waives
all claims against Landlord, its agents and employees, for any injury or damage to any person or
property occurring or incurred in connection with or in any way relating to the Leased Premises
from any cause. Without limiting the foregoing, Neither Landlord nor its agents or employees,
shall be liable for and there shall be no abatement of Rent for (i) any damage to Tenant's property
stored with or entrusted to agents of Landlord, (ii) loss of or damage to any property by theft or
any other wrongful or illegal act, or (iii) any injury or damage to persons or property resulting
from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from
any part of the Leased Premises or from the pipes, appliances, appurtenances or plumbing works
therein or from the roof, street or subsurface or from any other place or resulting from dampness
or any other cause whatsoever or from the acts or omissions of other tenants, occupants or other
visitors to the Leased Premises or to other portions of the former MCAS Tustin or from any
other cause whatsoever, (iv) any diminution or shutting off of light, air or view by any structure
which may be erected on lands adjacent to the Leased Premises, or (v) any latent or other defect
in the Leased Premises or other portions of the former MCAS Tustin. Tenant agrees that in no
case shall Landlord ever be responsible or liable on any theory for any injury to Tenant's
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1 business, loss of profits, loss of income or any other form of consequential damage. Tenant shall
2 immediately notify Landlord in the event of (a) the occurrence of a fire or accident on the Leased
3 Premises, or (b) the discovery of any defect thereon or in the fixtures or equipment thereof.
4
5 Nothing in this Section 16 is intended as a waiver of Tenant's indemnity and
6 contribution rights under federal law and the responsibility of Government to indemnify and hold
7 harmless the Landlord and any Tenant from toxic torts and other environmental claims in
8 accordance with public law 102-484, the National Defense Authorization Act for Fiscal Year
9 1993, Section 330, as amended.
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11 16.5 The provisions of this Section 16 shall survive the termination of the
12 Lease but shall not apply to the extent that losses or costs are solely attributable to willful
13 misconduct or negligence of Government, its officers, agents or employees, or contractors or of
14 the Landlord, its officers, agents, employees or contractors.
15
16 17.0 TENANT'S LIABILITY EXTENDS TO ITS CONTRACTORS AND
17 SUBLESSEES. The Tenant's liability shall extend to the performance of work or the use of
18 Leased Premises by any contractor, assignee, or sublessee of the Tenant under this Lease.
19
20 18.0 INSURANCE.
21
22 18.1 Tenant shall provide and maintain at its own expense during the term of
23 this Lease the following insurance covering its operations under this Lease. Such insurance shall
24 be provided with insurers licensed to do business in the State of California, with a rating of at
25 least A; VII, according to the latest Best's Key Rating Guide. Evidence of such insurance shall
26 be delivered to Landlord on or before the date that Tenant occupies the Premises, and shall be
27 provided on Landlord's own form, attached hereto as Exhibit "D" (the "Form"). The Insurers
28 shall specifically identify this Lease and shall contain express conditions that Landlord is to be
29 given at least thirty (30) days advance written notice, of any material modification in or
30 termination of insurance. Such insurance, shall be primary to and not contributing with any other
31 insurance maintained by Landlord, and shall name the Landlord, and the Government, and their
32 respective officers and employees as additional insureds and provide that all losses shall be
33 payable notwithstanding any act or failure to act or negligence of Landlord or Government, or
34 any other person. All insurance shall be maintained on an occurrence basis.
35
36 18.1.1 Comprehensive General Liability Insurance. Comprehensive
37 general liability and property damage insurance covering the Leased Premises, contractual, broad
38 form property damage, and bodily injury or death, with a combined single limit of not less than
39 $1,000,000 per occurrence with respect to personal injury or death, and $ 1,000,000 per
40 occurrence with respect to property damage.
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42 18.1.2 Workers Compensation Insurance. Workers compensation
43 insurance in an amount and form meeting all applicable requirements of the California Labor
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1 Code, covering all persons providing services by or on behalf of Tenant and all risks to such
2 persons.
3
4 18.1.3 Fire and Extended Liability Insurance. The required policy in
5 Section 18.1.1 shall provide that in the event of loss thereunder, the proceeds of the policy or
6 policies, at the election of the Government, shall be payable to Landlord to be used solely for
7 demolition of damaged or destroyed structures and improvements, removal of debris, and
8 clearance of the Leased Premises or for repair, restoration or replacement of the property
9 damaged or destroyed. Any balance of the proceeds not required for such purposes shall be paid
10 to Government.
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12 If Government does not elect, by notice in writing to the insurer within
13 thirty (30) calendar days after the damage or destruction occurs, to have the proceeds paid to
14 Landlord for the purposes herein above set forth, then such proceeds shall be paid to
15 Government, provided however that the insurer, after payment of any proceeds to Landlord in
16 accordance with the provision of the policy or policies, shall have no obligation or liability with
17 respect to the use or disposition of the proceeds by Landlord. Nothing herein contained shall be
18 construed as an obligation upon Government to repair, restore or replace Leased Premises or any
19 part thereof.
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21 18.2 Deductibles. All insurance limits identified in this Section 18 shall be
22 without deduction, provided that the United States Government and Landlord may permit a
23 deductible amount in those costs where, in its judgment, such a deduction is justified.
24
25 18.3 Other Insurance Provisions.
26
27 18.3.1 The general liability policy is to contain, or be endorsed to contain,
28 the following provisions:
29
30 (a) The Landlord and the Government and their respective
31 officers, officials, employees and contractors are to be covered as insureds as respects: liability
32 arising out of use of the Leased Premises. The coverage shall contain no special limitations on
33 the scope of protection afforded to the Landlord, its officers, officials, employees or contractors
34 or to the Government.
35
36 (b) The Tenant's insurance coverage shall be primary insurance
37 as respects the Government and the Landlord, and their respective officers, officials, employees
38 and contractors. Any insurance or self-insurance maintained by the Landlord or the Government
39 shall be excess of the Tenant's insurance and shall not contribute with it.
40
41 (c) Any failure to comply with reporting or other provisions of
42 the policies including breaches of warranties shall not affect coverage provided to the Landlord,
43 its officers, officials, employees or volunteers.
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2 (d) Coverage shall state that the Tenant's insurance shall apply
3 separately to each additional insured against whom claim is made or suit is brought, except with
4 respect to the limits of the insurer's liability.
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(e) Each insurance policy required by this clause shall be
endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or
in limits except after thirty (30) days' prior written notice by certified mail, return receipt
requested, has been given to the Landlord and the Government.
18.3.2 The workers' compensation and all liability policies are to contain,
or be endorsed to contain, the following provisions:
(a) "The insurer waives any right of subrogation against the
Landlord and the Government which may arise by reason of any payments made under a policy."
(b) Coverage shall not be suspended, voided, canceled, reduced
in coverage or in limits except after thirty (30) days prior written notice by certified mail, return
receipt requested, has been given to the Landlord and the Government.
18.4 Subcontractors. Tenant shall include all of its subcontractors as insured
under its policies or shall furnish separate certificates and endorsements for each subcontractor.
All coverages for subcontractors shall be subject to all of the requirements stated herein.
18.5 Failure by Tenant to procure or maintain required insurance shall
constitute an Event of Default, upon which Landlord may immediately terminate this Lease.
Tenant's operations shall be subject to suspension by Landlord during any period Tenant fails to
maintain required insurance in full force and effect.
18.6 Verification of Coverage. In addition to completing City's form, Tenant
shall furnish the Landlord with original endorsements effecting coverage required by this clause.
The endorsements are to be signed by a person authorized by that insurer to bind coverage on its
behalf. All endorsements are to be received and approved by the Landlord before occupancy
commences.
18.7 Damage and Destruction. In the event of damage or loss to the Buildings
or improvements situated on the Leased Premises, the following shall apply:
18.7.1 Tenant shall take all appropriate steps to erect necessary structures
to preclude unauthorized access to the Leased Premises and otherwise mitigate hazardous and
unsafe conditions within the Leased Premises caused by the damage and destruction.
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18.7.2 In the event that damage and destruction to the Leased Premises is
the result of an event for which insurance coverage is not required hereunder or is in excess of
the amount required, Tenant shall have the option to repair the Leased Premises, or if such
damage and destruction render the Leased Premises unusable for their intended purposes, to
terminate this Lease in accordance with applicable provisions herein by written notice to the
Landlord. In the event Tenant elects to terminate this Lease under this Section, Tenant shall be
responsible for compliance with Section 18.7.1 above and for removing its property from the
Leased Premises including all hazardous materials it brought to the Leased Premises, and for
reporting, containing, removing and cleaning up any land, air and water pollution resulting from
the damage and destruction which is attributable to Tenant's use of the Leased Premises. Such
responsibilities will be carried out by Tenant in a timely manner in compliance with Section 23
and other applicable provisions of this Lease with due consideration for human health and safety
and the protection of the environment.
19.0 DEFAULT.
It shall constitute an event of default ("Event of Default") under this Lease if:
19.1 Tenant fails to pay in full when due all Cost Reimbursements and such
failure continues for a period of five (5) days after written notice to Tenant from Landlord.
19.2 Tenant fails to perform or observe any term obligation, covenant, or
agreement hereunder within ten (10) days after written notice of any such failure has been given
by or on behalf of Landlord, or, if more than ten (10) days is required to cure such failure, if
Tenant fails to commence such cure as promptly as practical and thereafter diligently to pursue
such cure and thereafter complete such cure within thirty (30) days after such notice; or
19.3 Tenant assigns or sublets, or purports to assign or sublet the Leased
Premises or any part thereof other than in the manner and upon the conditions set forth herein; or
19.4 Tenant liquidates its business, becomes insolvent (Tenant shall be deemed
insolvent if it has ceased to pay its debts in the ordinary course of business or cannot pay its
debts as they become due, whether it has committed an act of bankruptcy or not, and whether
insolvent, within the meaning of federal bankruptcy law or not), makes an assignment for the
benefit of creditors, files or has filed against it a petition of bankruptcy bill in equity or other
proceedings for the appointment of a receiver or other custodian for its property, or if
proceedings for reorganization or composition with creditors under any law are instituted by or
against Tenant or if any levy or sale or execution of any kind is made upon or of any property of
Tenant in the Leased Premises; or
19.5 The determination by Landlord, the State Fair Employment and Housing
Commission, the Federal Equal Employment Opportunity Commission or other state or federal
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civil rights agency, of discrimination having been committed by Tenant in violation of state
and/or federal laws in connection with this Lease.
19.6 Tenant abandons or vacates the Leased Premises or Tenant removes or
attempts to remove or manifests an intention to remove Tenant's goods or property from or out of
the Leased Premises otherwise than in the ordinary and usual course of business; or
19.7 Tenant fails to vacate the Leased Premises on the expiration date unless
this Lease is otherwise renewed or extended.
20.0 LANDLORD'S REMEDIES.
20.1 If an Event of Default hereunder shall have occurred which has not been
cured pursuant to Section 19.2, or any other Event of Default described in Sections 19, Landlord
may, at its option, exercise any one or more of the following remedies:
20.1.1 Termination of Lease. Landlord may terminate this Lease, by
written notice to Tenant, without any right by Tenant to reinstate its rights by payment of Cost
Reimbursements due or other performance of the terms and conditions hereof. Upon such
termination, Tenant shall immediately surrender possession of the Leased Premises to Landlord,
and Landlord shall immediately become entitled to receive from Tenant an amount equal to the
aggregate cost of all Rent, which is due and owing for the entire term of the Lease to Landlord
but unpaid or unperformed by Tenant.
20.1.2 Reletting. With or without terminating this Lease, as Landlord
may elect, Landlord may re-enter and repossess the Leased Premises, or any part thereof, and
lease them to any other person upon such terms as Landlord shall deem reasonable, for a term
within or beyond the Term; provided, that any such reletting prior to termination shall be for the
account of Tenant, and Tenant shall remain liable for the cost of (i) Rent, , and other sums which
would be payable under this Lease by Tenant in the absence of such expiration, termination or
repossession, less (ii) the net proceeds, if any, of any reletting effected for the account of Tenant
after deducting from such proceeds all of Landlord's expenses, reasonable attorneys' fees and
expenses, employees' expenses, alteration costs, expenses of preparation for such reletting and all
costs and expenses, direct or indirect, incurred as a result of Tenant's breach of this Lease. If the
Leased Premises are, at the time of default, sublet or leased by Tenant to others, Landlord may,
as Tenant's agent, collect Rents due from any Tenant or other Tenant and apply such Rent to the
Rent and other amounts due hereunder without in any way affecting Tenant's obligation to
Landlord hereunder. Such agency, being given for security, is hereby declared to be irrevocable.
20.1.3 Acceleration of Rent. Landlord may declare the cost of Base Rent
and all Cost Reimbursements (the amount of Cost Reimbursements to be based on historical
amounts and Landlord's estimates for future amounts) for the entire balance of the then current
term immediately due and payable, together with all other charges, payments, costs, and
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1 expenses payable by Tenant as though such amounts were payable in advance on the date the
2 Event of Default occurred.
3
4 20.1.4 Rent Minus Fair Market Value. Landlord may declare
5 immediately due and payable from Tenant, in addition to any damages or other amounts
6 becoming due from Tenant under any other provision of this Lease, an amount equaling the
7 difference between the Rent reserved in this Lease from the date of the default to the expiration
8 date and the then fair market value of the Leased Premises for the same period.
9
10 20.1.5 Removal of Contents by Landlord. With respect to any portion of
11 the Leased Premises which is vacant or which is physically unoccupied by Tenant, Landlord may
12 remove all persons and property therefrom, and store such property in a public warehouse or
13 elsewhere at the cost of and for the account of Tenant, without service of notice or resort to legal
14 process (all of which Tenant expressly waives) and without being deemed guilty of trespass or
15 becoming liable for any loss or damage which may be occasioned thereby. Landlord shall have a
16 lien for the payment of all sums agreed to be paid by Tenant herein upon all Tenant's property,
17 which lien is to be in addition to Landlord's lien now or hereafter provided by law.
18
19 20.1.6 Right of Distress and Lien. In addition to all other rights and
20 remedies of Landlord, if an Event of Default shall occur, Landlord shall, to the extent permitted
21 by law, have a right of distress for Rent and lien on all of Tenant's fixtures, merchandise and
22 equipment in the Leased Premises, as security for Rent and all other charges payable hereunder.
23
24 20.2 Proceedings. Tenant hereby releases Landlord and any and all attorneys
25 who may appear for Landlord from all errors in said proceedings and all liability thereof.
26
27 20.3 Survival of Tenant's Obligations. No expiration or termination of this
28 Lease (except as expressly provided herein) and no repossession of the Leased Premises or any
29 part thereof shall relieve Tenant of its liabilities and obligations hereunder, all of which shall
30 survive such expiration, termination or repossession, and Landlord may, at its option, sue for and
31 collect all Rent and other charges due hereunder at any time as when such charges accrue.
32
33 20.4 Not Exclusive Right. No right or remedy herein conferred upon or
34 reserved to Landlord is intended to be exclusive of any other right or remedy herein or by law
35 provided, but each shall be cumulative and in addition to every other right or remedy given
36 herein or now or hereafter existing at law or in equity or by statute.
37
38 20.5 Expenses. In the event that Landlord commences suit for the repossession
39 of the Leased Premises, for the recovery of Rent or any other amount due under the provisions of
40 this Lease, or because of the breach of any other covenant herein contained on the part of Tenant
41 to be kept or performed, and a breach shall be established, Tenant shall pay to Landlord all
42 expenses incurred in connection therewith, including reasonable attorneys' fees.
43
03-80112.8 25
MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND SOCCCD
1 21.0 TERMINATION.
2
3 21.1 Termination by Government of the LIFOC for Breach. The Government
4 has the right to terminate the LIFOC on account of a breach by Landlord, the Lessee thereof, of
5 any of the terms and conditions of the LIFOC. In the event of a breach involving the
6 performance of any obligation under the LIFOC, the LIFOC provides that Landlord, as the
7 Lessee thereunder, shall be afforded sixty (60) working days from the receipt of the
8 Government's notice of intent to terminate, unless Government determines that a shorter period
9 is required, to commence action to complete the performance of the obligation or otherwise cure
10 the subject breach and avoid termination of the LIFOC, which action to cure is to be completed
11 within a reasonable period of time. Landlord agrees to immediately, and in any event within 24
12 hours after Landlord's receipt, except when it arrives on a weekend or holiday, in which event it
13 shall be delivered by the next business day, provide a copy of any such notice to Tenant. In the
14 event that any such notice is delivered to Landlord as the Lessee under the LIFOC, for any such
15 breach occasioned or caused by the action, negligence or inaction of Tenant, or any party acting
16 on behalf of or through Tenant, for an obligation, covenant or undertaking of Tenant under this
17 Lease, then Tenant shall either commence action to complete the performance of the obligation
18 or otherwise cure the subject breach and avoid termination of this Lease and the LIFOC, which
19 action to cure is to be completed within a reasonable period of time, or immediately advise the
20 Landlord of Tenant's intended course of action to cure the breach if it cannot be reasonably
21 cured within the ten working day period specified and the estimated date as to when said action
22 will be completed. Tenant shall either cure such breach within thirty (30) working days from the
23 date of receipt by Landlord of the Government's notice of intent to terminate, or Tenant shall
24 provide its plan and program in writing as to its proposed action to complete the performance of
25 the obligation and shall commence such cure of the breach as soon as reasonable and possible
26 under the circumstances and complete such action to cure within a reasonable period of time in
27 light of the nature of the breach and any circumstances beyond Tenant's reasonable control. If
28 Tenant should fail to cure within the grace periods provided above, and the Government does not
29 terminate the Lease under the provisions of the LIFOC, then Landlord shall have the option to
30 terminate this Lease, without the necessity of providing further notice or rights of cure to Tenant.
31
32 21.2 In the event that the Government shall elect to terminate the LIFOC on
33 account of the breach by the Tenant of any of the terms and conditions hereof or of the LIFOC to
34 be performed by Tenant, the Tenant shall indemnify Landlord against any claims the
35 Government may have against Landlord for any of the following under the LIFOC:
36
37 21.2.1 The costs incurred by the Government in resuming possession of
38 the Leased Premises.
39
40 21.2.2 The costs incurred in Governments performance of any of Tenant's
41 obligations under this Lease.
42
03-80112.8 26
MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND SOCCCD
1 21.2.3 An amount equal to the aggregate of any obligations, and charges
2 assumed hereunder pursuant to Section 3 and not therefore paid or satisfied, which amounts shall
3 be due and payable at the time when such obligations, and charges would have accrued or
4 become due and payable under this Lease.
5
6 21.3 Termination by Government for Other Than Breach. In addition to the
7 right to terminate the LIFOC for breach, the Government is entitled to terminate the LIFOC in
8 the event of a National Emergency as declared by the President or the Congress of the United
9 States and the Government makes a reasonable determination that such National Emergency
10 requires the use by the United States of America of the Leased Premises, or such National
11 Emergency otherwise necessitates the use of MCAS Tustin and such use will materially interfere
12 with the Lessee's use under the LIFOC or any Tenant's use of the Leased Premises. In the event
13 of a termination for a national emergency, the Landlord as Lessee under the LIFOC, is to be
14 provided with no less than 30 days written notice of such termination and shall immediately
15 provide Tenant with a copy of any notification it receives from the Government relative to such
16 termination. The Landlord shall meet and confer with the Tenant and the government to
17 determine what is a reasonable time for the Tenant to vacate the Leased Premises, considering
18 the factors of the nature of the exiting uses of the Tenant, the consequences which would be
19 affected if such termination is required and the losses and penalties which would be engendered
20 if such termination is required. Landlord shall provide Tenant with as long and reasonable time
21 as is under the facts and circumstances acceptable to the Government relative to such
22 termination. In the event of such termination, Tenant and Landlord as Lessee under the LIFOC
23 shall have only such remedies as are otherwise available under the law with respect to
24 compensation from the Government for such termination. Tenant shall not seek and shall not
25 have any claim against Landlord for any such termination by the Government, except to the
26 extent that Landlord obtains recovery therefor from the Government on behalf of Tenant.
27
28 21.4 Termination by Tenant. The following provisions shall apply to a
29 termination by Tenant.
30
31 21.4.1 Tenant may terminate this Lease if the Tenant is required by
32 Government or Landlord to vacate all or a substantial portion of Leased Premises for a period in
33 excess of 5 calendar days if due to entry by Government for the purpose of corrective or
34 remedial action and such activity substantially interferes with Tenant's use of the Leased
35 Premises for a period of more than five (5) consecutive calendar days.
36
37 21.4.2 Damage and Destruction. The Tenant shall have the right to
38 terminate this Lease upon 30 days written notice to the Landlord in the event of damage to or
39 destruction of all of the improvements on the Leased Premises or such a substantial portion
40 thereof as to render the Leased Premises incapable of use for the purpose for which it is leased
41 hereunder and provided that the Government has not authorized or directed the repair, rebuilding
42 or replacement or the cost of the repair, rebuilding, or replacement of the Building is in excess of
43 the amounts of insurance carried therefor by the Tenant and such damage or destruction was not
03-80112.8 27
MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND SOCCCD
1 occasioned by the willful misconduct or gross negligence of the Tenant or any of its officers,
2 agents, servants, employees, subtenants, licensees, or invitees; or the damage or destruction was
3 not occasioned by any failure or refusal on the part of the Tenant to fully perform its obligations
4 under this Lease.
5
6 21.4.3 Tenant may terminate this Lease in the event of breach by
7 Landlord of any of the terms and conditions hereof upon thirty (30) calendar days written notice
8 to Landlord. In the event of a breach involving the performance of any obligation, Landlord,
9 shall be afforded sixty (60) calendar days from the receipt of Tenant's notice of intent to
10 terminate to complete performance of the obligation or otherwise cure the subject breach and
11 avoid termination of this Lease.
12
13 21.5 Termination for Lack of Utility Service. Tenant may terminate this Lease
14 upon 60 days notice if domestic water, waste water, electrical or gas service is not available from
15 a public or private source.
16
17 21.6 Termination by Landlord. Landlord may, at its sole discretion, terminate
18 this Lease, by written notice to Tenant, without any right by Tenant to reinstate its rights by
19 payment of Cost Reimbursements due or other performance of the terms and conditions hereof,
20 upon any exercise by Landlord of its right of reverter pursuant to Section 16.3 of the SOCCCD
21 Agreement and the provisions of any quitclaim claim deed conveying portions of the SOCCCD
22 Property from the Landlord to Tenant. Upon such termination, Tenant shall immediately
23 surrender possession of the Leased Premises to Landlord, and Landlord shall immediately
24 become entitled to receive from Tenant an amount equal to the aggregate cost of all Rent, which
25 is due and owing for the entire term of the Lease to Landlord but unpaid or unperformed by
26 Tenant.
27
28 22.0 VACATION OF LEASED PREMISES. In the event environmental
29 contamination is discovered on the Leased Premises which creates, in the Government's
30 determination, an imminent and substantial endangerment to human health or the environment,
31 then notwithstanding any other termination rights and procedures contained in this Lease, the
32 Government may require the Landlord to require that Tenant vacate the Leased Premises for
33 such period of time, and to such extent, as the Government determines in good faith is necessary
34 to abate the danger. The Government shall use its best efforts to minimize disruption of the
35 Tenant's operations. The Government will also use its best efforts to provide temporary
36 accommodations for use by Tenant during the period of such vacation action. Neither the
37 Government nor Landlord shall be liable for the exercise of authority, which is in conformity
38 with this subsection, but the Government nevertheless shall not be relieved of any liability it may
39 have under the Federal Tort Claims Act, the comprehensive Environmental Response,
40 Compensation and Liability Act, and other statutory and common law, if it would be liable in its
41 role as the generator or disposer of the environmental contamination, or as the present, or former,
42 owner or operator of the Leased Premises.
43
03-80112.8 28
MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND SOCCCD
1 23.0 ENVIRONMENTAL PROVISIONS.
2
3 23.1 Definitions. "Hazardous Materials" shall mean any material, substance or
4 waste that is or has the characteristic of being hazardous, toxic, ignitable, reactive, flammable,
5 explosive, radioactive or corrosive, including, without limitation, petroleum, solvents, lead,
6 acids, pesticides, paints, printing ink, PCBs, asbestos, materials commonly known to cause
7 cancer or reproductive problems and those materials, substances and/or wastes, including wastes
8 which are or later become regulated by any local governmental authority, in the State of
9 California or the United States Government, including, but not limited to, substances defined as
10 "hazardous substances," "hazardous materials," "toxic substances" or "hazardous wastes" in the
11 Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended,
12 42 U.S.C. §9601, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq.;
13 the Resource Conservation and Recovery Act; all environmental laws of the State of California,
14 and any other environmental law, regulation or ordinance now existing or hereinafter enacted.
15 "Hazardous Materials Laws" shall mean all present and future federal, state and local laws,
16 ordinances and regulations, prudent industry practices, requirements of governmental entities
17 (including without limitation the U.S. Navy) and manufacturer's instructions relating to industrial
18 hygiene, environmental protection or the use, analysis, generation, manufacture, storage,
19 presence, disposal or transportation of any Hazardous Materials, including without limitation the
20 laws, regulations and ordinances referred to in the preceding sentence.
21
22 23.2 Use of Premises by Tenant. Tenant hereby agrees that Tenant and
23 Tenant's officers, employees, representatives, agents, contractors, subcontractors, successors,
24 assigns, subtenants, concessionaires, invitees and any other occupants of the Leased Premises
25 (for purposes of this Section 23, referred to collectively herein as "Tenant Representatives") shall
26 not cause or permit any Hazardous Materials to be used, generated, manufactured, refined,
27 produced, processed, stored or disposed of, on, under or about the Leased Premises or MCAS
28 Tustin or transport to or from the Leased Premises or MCAS Tustin without the express prior
29 written consent of Landlord, which consent may be limited in scope and predicated on strict
30 compliance by Tenant of all applicable Hazardous Materials Laws and such other reasonable
31 rules, regulations and safeguards as may be required by Landlord (or any insurance carrier,
32 environmental consultant or lender of Landlord, or environmental consultant retained by any
33 lender of Landlord) in connection with using, generating, manufacturing, refining, producing,
34 processing, storing or disposing of Hazardous Materials on, under or about the Leased Premises
35 or MCAS Tustin. hi connection therewith, Landlord shall at its own expense procure, maintain
36 in effect and comply with all conditions of any and all permits, licenses and other governmental
37 and regulatory approvals required for the storage or use by Tenant or any of Tenant's
38 Representatives of Hazardous Materials on the Leased Premises or MCAS Tustin, including
39 without limitation, discharge of (appropriately treated) materials or wastes into or through any
40 sanitary sewer serving the Leased Premises or MCAS Tustin.
41
42 23.3 Remediation. If at any time during the Term, any contamination of the
43 Leased Premises by Hazardous Materials shall occur where such contamination is caused by the
03-80112.8 29
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MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND SOCCCD
act or omission of Tenant or Tenant's Representatives ("Tenant's Contamination"), then Tenant,
at Tenant's sole cost and expense, shall promptly and diligently remove such Hazardous
Materials from the Leased Premises or the groundwater underlying the Leased Premises to the
extent required to comply with applicable Hazardous Materials Laws. Tenant shall not take any
required remedial action in response to any Tenant's Contamination in or about the Leased
Premises or enter into any settlement agreement, consent, decree or other compromise in respect
to any claims relating to any Tenant's Contamination without first obtaining the prior written
consent of Landlord, which may be subject to conditions imposed by Landlord as determined in
Landlord's sole discretion. Landlord and Tenant shall jointly prepare a remediation plan in
compliance with all Hazardous Materials Laws and the provisions of this Lease. In addition to
all other rights and remedies of the Landlord hereunder, if Tenant does not promptly and
diligently take all steps to prepare and obtain all necessary approvals of a remediation plan for
any Tenant's Contamination, and thereafter commence the required remediation of any
Hazardous Materials released or discharged in connection with Tenant's Contamination within
thirty (30) days after all necessary approvals and consents have been obtained and thereafter
continue to prosecute such remediation to completion in accordance with the approved
remediation plan, then Landlord, at its sole discretion, shall have the right, but not the obligation,
to cause such remediation to be accomplished, and Tenant shall reimburse Landlord within
fifteen (15) business days of Landlord's demand for reimbursement of all amounts reasonably
paid by Landlord (together with interest on such amounts at the highest lawful rate until paid),
when such demand is accompanied by proof of payment by Landlord of the amounts demanded.
Tenant shall promptly deliver to Landlord, copies of hazardous waste manifests reflecting the
legal and proper disposal of all Hazardous Materials removed from the Leased Premises as part
of Tenant's remediation of any Tenant's Contamination.
23.4 The parties recognize that no adequate remedy at law may exist for
Tenant's breach of Section 23.1. Accordingly, Landlord may obtain specific performance of any
provision of Section 24.1.
23.5 Hazardous Materials Handling Plan. Prior to execution of this Lease,
Tenant shall complete, execute, and deliver to Landlord an Environmental Questionnaire
Disclosure Statement ("Environmental Questionnaire"), in the form of Exhibit `B" attached
hereto. To the extent Tenant intends to store, use, treat or dispose of hazardous materials on the
Leased Premises, Tenant shall prepare and submit together with the Environmental
Questionnaire, a Hazardous Materials Handling Plan ("Hazardous Materials Handling Plan").
For a period of fifteen (15) days following Landlord's receipt of the Environmental
Questionnaire, and Hazardous Materials Handling Plan, if applicable, Landlord and, to the extent
required by paragraph 4.5 or 10 U.S.C. § 2692, the Government shall have the right to approve
or disapprove such documents. The failure of Landlord or the Government to approve such
documents shall be deemed Landlord's disapproval thereof. Landlord and Government's
approval of the Environmental Questionnaire and the Hazardous Materials Handling Plan shall
constitute approval for Tenant's use of the hazardous materials set forth therein in compliance
with Hazardous Materials Laws and the Hazardous Materials Handling Plan. Following
03-80112.8 30
MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND SOCCCD
1 approval of the Hazardous Materials Handling Plan, Tenant shall comply therewith throughout
2 the Tenn. To the extent Tenant is permitted to utilize Hazardous Materials upon the Leased
3 Premises, such use shall be limited to the items set forth in the Environmental Questionnaire,
4 shall comply with Hazardous Materials Laws and the Hazardous Materials Handling Plan and
5 Tenant shall promptly provide Landlord with complete and legible copies of all the following
6 environmental items relating thereto: reports filed pursuant to any self -reporting requirements;
7 permit applications, permits, monitoring reports, workplace exposure and community exposure
8 warnings or notices and all other reports, disclosures, plans or documents relating to water
9 discharges, air pollution, waste generation or disposal, and underground storage tanks for
10 hazardous materials; orders, reports, notices, listings and correspondence of or concerning the
11 release, investigation of, compliance, cleanup, remedial and corrective actions, and abatement of
12 hazardous materials; and all complaints, pleadings and other legal documents filed by or against
13 Tenant related to Tenant's use, handling, storage or disposal of hazardous materials. If, in
14 conjunction with Tenant's permitted use of the Leased Premises, Tenant desires to commence the
15 use, treatment, storage or disposal of previously undisclosed hazardous materials, prior to such
16 usage thereof, Tenant shall notify Landlord thereof, by written summary detailing the scope of
17 such proposed usage and updating the Hazardous Materials Handling Plan to the extent required
18 by such proposed usage. For a period of fifteen (15) days following Landlord's receipt of such
19 notice, Landlord and, to the extent required by paragraph 4.5or 10 U.S.C. § 2692, the
20 Government shall have the right to approve or disapprove of such documents. The failure of
21 Landlord or the Government to approve of such documents within such time period shall be
22 deemed Landlord's disapproval thereof.
23
24 23.3 Tenant acknowledges and understands that Leased Premises and adjacent
25 property may have been used in the past for industrial purposes and that hazardous substances
26 may have been released on and beneath said property. In addition to the provisions set forth in
27 this Section 23, environmental protection provisions for the use of and activities on the Leased
28 Premises are set forth in the LIFOC attached hereto at Exhibit `B." Tenant agrees to abide by all
29 such provisions as well as other provisions necessary to protect human health and the
30 environment and prevent interference with the remedial activities on Leased Premises and
31 adjacent property, and to comply with all obligations of Landlord set forth in such provisions.
32
33 23.4 Tenant shall be responsible for and shall defend, with counsel acceptable
34 to Landlord, indemnify and hold Landlord harmless of, from, and against any and all claims,
35 damages, costs, expenses, losses, liabilities, fines or penalties, of any kind, caused by, relating to
36 or arising from Tenant's, or Tenant Representatives', breach of the provisions of this Section 23
37 or the environmental protection provisions contained in the LIFOC. The liability and indemnity
38 in this subparagraph shall survive the expiration or earlier termination of this Lease.
39
40 24.0 COMPLIANCE WITH ADA.
41
42 Tenant represents, warrants, and covenants that:
43
03-80112.8 31
MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND SOCCCD
1 24.1 Tenant shall conduct its business in accordance with the requirements of
2 the Americans with Disabilities Act of 1990 (the "Act") and with all other applicable federal,
3 state and local, statutes, rules, regulations and ordinances relating to handicap accessibility; and
4
5 24.2 Provided that Landlord consents to any alterations to be performed by
6 Tenant in or about the Leased Premises under Section 10 (Alterations) of this Lease, Tenant shall
7 perform any and all such alterations (as that term is defined under the Act) in compliance with
8 the applicable provisions of the Act and with all other such applicable statutes, rules, regulations
9 and ordinances relating to handicapped accessibility.
10
11 25.0 LABOR LAWS.
12
13 25.1 Equal Opportunity. During the term of this Lease, Tenant agrees as
14 follows:
15
16 25.1.1 Tenant will not discriminate against any employee of Tenant or
17 applicant for employment because of race, color, religion, sex, or national origin. The
18 employees of Tenant shall be treated during employment, without regard to their race, color,
19 religion, sex or national origin. Such action shall include, but not be limited to, the following:
20 employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or
21 termination, rate of pay or other forms of compensation, selection for training, including
22 apprenticeship. Tenant agrees to post in conspicuous places, setting forth the provisions of this
23 nondiscrimination clause.
24
25 25.1.2 Tenant will, in all solicitations or advertisements for employees
26 placed by or on behalf of Tenant, state that all qualified applicants will receive consideration for
27 employment without regard to race, color, religion, sex or national origin.
28
29 25.1.3 Tenant will send to each labor union or representative of workers
30 with which it has a collective bargaining agreement or other contract or understanding, advising
31 the labor union or worker's representative of Tenant's commitments under this Equal Opportunity
32 Clause and shall post copies of the notice in conspicuous places available to employees and
33 applicants for employment.
34
35 25.1.4 Tenant will comply with all provisions of Executive Order 11246
36 of September 24, 1965, as amended by Executive Order 11375 of October 13, 1967, and of the
37 rules, regulations, and relevant orders of the Secretary of Labor of the United States of America.
38
39 25.1.5 Tenant will famish all information and reports required by
40 Executive Order 11246 of September 24, 1965, as amended by Executive Order 11375 of
41 October 13, 1967, and by the rules, regulations, and orders of the Secretary of Labor or pursuant
42 thereto, and will permit access to its books, records, and accounts by the government and the
03-80112.8 32
MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND SOCCCD
1 Secretary of labor for purposes of investigating to ascertain compliance with such rules,
2 regulations, and orders.
3
4 25.1.6 In the event of Tenant's noncompliance with the Equal
5 Opportunity Clause of this Lease or with any said rules, regulations, or orders, this Lease may be
6 canceled, terminated or suspended in whole or in part and Tenant may be declared ineligible for
7 further Government contracts in accordance with procedures authorized in Executive Order
8 11246 of September 24, 1965, as amended by Executive Order 11375 of October 13, 1967, and
9 such other sanctions may be imposed and remedies invoked as provided in Executive Order
10 11246 of September 24, 1965, as amended by Executive Order 11375 of October 13, 1967, or by
11 rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
12
13 25.1.7 Tenant will include the above provisions in every sublease or
14 purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued
15 pursuant to Section 204 of Executive Order 11246 of September 24, 1965, as amended by
16 Executive Order 11375 of October 13, 1967, so that such provisions will be binding upon each
17 sublessee or vendor. Tenant will take such action with respect to any sublessee or purchase order
18 as the Government may direct as a means of enforcing such provisions including sanctions for
19 noncompliance; provided, however, that in the event Tenant becomes involved in, or is
20 threatened with, litigation with the sublessee or vendor as a result of such direction by the
21 Government, Tenant may request the United States to enter into such litigation to protect the
22 interests of the United States.
23
24 25.2 Convict Labor. In connection with the performance of work required by
25 this Lease, Tenant agrees not to employ any person undergoing a sentence of imprisonment at
26 hard labor unless the utilization of prisoners is in conformity with provisions of Executive Order
27 11755.
28
29 25.3 Labor Standards. To the extent applicable to this Lease and any work
30 performed under this Lease or on the Leased Premises, Tenant shall comply with all federal
31 labors laws and related regulations including, Fair Labor Standards Act (29 U.S.C. 201-219),
32 Contract Work Hours and Safety Standards Act (40 U.S.0 327-330, Walsh -Healy Public
33 Contracts Act (41 U.S.C. 35-45), Davis -Bacon Act (40 U.S.C. 276a to 276a-7), and, McNamara -
34 O'Hara Service Contract Act (41 U.S.C. 351-358).
35
36 26.0 LIENS. The Tenant shall promptly discharge or cause to be discharged any valid
37 lien, stop notice, right in rem, claim, or demand of any kind on the Leased Premises, except one
38 in favor of the Government, or the Landlord, which at any time may arise or exist with respect to
39 the Leased Premises or materials or equipment furnished therefor, or any part thereof, and if the
40 same shall not be promptly discharged by the Tenant, or should the Tenant or Tenant be declared
41 bankrupt or make an assignment on behalf of creditors, or should the leasehold estate be taken by
42 execution, the Landlord reserves the right to take immediate possession without any liability to
43 the Tenant or any subtenant thereof. If the Tenant breaches the foregoing, Tenant and any
03-80112.8 33
MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND SOCCCD
1 subtenant thereof shall be responsible for any costs incurred by the Government in securing clear
2 title to its property.
3
4 27.0 SUBORDINATION OF LEASE. This Lease is subject and subordinate to any
5 mortgages which may now or hereafter be placed upon the Leased Premises and to all renewals,
6 modifications, consolidations, replacements and extensions thereof, provided that the holder(s)
7 of such mortgage(s) shall agree in writing not to disturb the possession of the Leased Premises
8 by Tenant or the rights of Tenant under this Lease so long as Tenant is not in material default
9 (subject to applicable notice and cure rights in favor of Tenant as contained in this Lease) in the
10 performance of its obligations thereunder and, in the event of foreclosure, Tenant agrees to look
11 solely to the mortgagee's interest in the Leased Premises for the payment and discharge of any
12 obligations imposed upon the mortgagee or Landlord under this Lease. This clause shall be self -
13 operative, and no further instrument or subordination shall be necessary unless requested by a
14 mortgagee or the insuring title company, in which event Tenant shall sign, within five (5)
15 business days after requested, such instruments and/or documents as the mortgagee and/or
16 insuring title company reasonably request be signed ("SNDA"). In the event Tenant fails to
17 execute a SNDA or an estoppel certificate as provided herein, Tenant hereby constitutes and
18 appoints Landlord as its attomey-in-fact, with full power of substitution, to sign, execute, certify,
19 acknowledge, deliver or record, where required or appropriate, in the name, place and stead of
20 Tenant, all such SNDAs and estoppel certificates for and on behalf of Tenant as may be required.
21
22 28.0 ESTOPPEL CERTIFICATE.
23
24 28.1 Tenant and Landlord shall, at any time and from time to time, upon not
25 less than ten (10) days' prior request by the other party, execute, acknowledge and deliver to the
26 other party, or to such other persons who may be designated in such request, a statement in
27 writing certifying that this Lease is unmodified and in full force and effect (or if there have been
28 modifications, that the same is in full force and effect as modified and stating the modifications)
29 and, if so, the dates to which the rent and any other charges have been paid in advance, and such
30 other items requested by the other Party, including without limitation, the lease commencement
31 date and expiration date, rent amounts, and that no offsets or counterclaims are present.
32
33 28.2 In addition to Article 28.1, Landlord's estoppel certificate will state
34 whether (i) to the Landlord's knowledge Tenant or the Leased Premises is in violation of the
35 provisions of this Sub -Lease, specifically including, but not limited to Section 4.1 and Section
36 10, and if the Landlord believes Tenant or the Leased Premises is in violation of any part of this
37 Sub -Lease, describing such violation with reasonable detail, and (ii) in the Landlord's belief a
38 particular existing or proposed use or transaction described by Tenant in reasonable detail in its
39 request for such estoppel certificate will violate Section 4.1 or Section 10 of this Sub -Lease (and,
40 if the Landlord believes such proposed use or transaction will constitute such a violation, then
41 describing the reason(s) for the Landlord's belief with reasonable detail).
42
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1 28.3 It is intended that any statement or estoppel certificate delivered pursuant
2 to this Article 28 may be relied upon by any prospective purchaser or encumbrancer (including
3 assignee) of the Leased Premises.
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5 29.0 LIMITATION ON LIABILITY. In consideration of the benefits accruing
6 hereunder, Tenant and all successors and assigns covenant and agree that, in the event of any
7 actual or alleged failure, breach or default hereunder by Landlord: (1) Tenant's sole and
8 exclusive recourse shall be against Landlord's interest in the Leased Premises and Tenant shall
9 not have any right to satisfy any judgment which it may have against Landlord from any other
10 assets of Landlord; (2) no member, partner, stockholder, director, officer, employee, beneficiary
11 or trustee (collectively, "Partner") of Landlord shall be sued or named as a party in any suit or
12 action (except as may be necessary to secure jurisdiction over Landlord); (3) no service of
13 process shall be made against any Partner of Landlord (except as may be necessary to secure
14 jurisdiction over Landlord); (4) no Partner of Landlord shall be required to answer or otherwise
15 plead to any service of process; (5) no judgment will be taken against any Partner of Landlord;
16 (6) any judgment taken against any Partner of Landlord may be vacated and set aside at any time
17 nunc pro tune; (7) no writ of execution will ever be levied against the assets of any Partner of
18 Landlord; and (8) These covenants and agreements are enforceable both by Landlord and also by
19 any Partner of Landlord.
20
21 30.0 ATTORNEY'S FEES. If Tenant or Landlord shall be in breach or default under
22 this Lease, such party ("Defaulting Party") shall reimburse the other party ("Non -Defaulting
23 Party") upon demand for any costs or expenses that the Non -Defaulting Party incurs in
24 connection with any breach or default of the Defaulting Party under this Lease, whether or not
25 suit is commenced or judgment entered. Such costs shall include legal fees and costs incurred
26 for the negotiation of a settlement, enforcement of rights or otherwise. Furthermore, if any
27 action for breach of or to enforce the provisions of this Lease is commenced, the court in such
28 action shall award to the party in whose favor a judgment is entered, a reasonable sum as
29 attorneys' fees and costs. The losing party in such action shall pay such attorneys' fees and costs.
30 Tenant shall also indemnify Landlord against and hold Landlord harmless from all costs,
31 expenses, demands and liability Landlord may incur if Landlord becomes or is made a party to
32 any claim or action (a) instituted by Tenant against any third party, or by any third party against
33 Tenant, or by or against any person holding any interest under or using the Project by license of
34 or agreement with Tenant; (b) for foreclosure of any lien for labor or material furnished to or for
35 Tenant or such other person; (c) otherwise arising out of or resulting from any act or transaction
36 of Tenant or such other person; or (d) necessary to protect Landlord's interest under this Lease in
37 a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as
38 amended. Tenant shall defend Landlord against any such claim or action at Tenant's expense
39 with counsel reasonably acceptable to Landlord, or at Landlord's election, Tenant shall reimburse
40 Landlord for any legal fees or costs Landlord incurs in any such claim or action.
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42 31.0 CERTAIN RIGHTS RESERVED TO LANDLORD. Landlord reserves the
43 following rights:
03-80112.8 35
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2 31.1 To hold copies of all keys and passkeys to the Leased Premises, other than
3 to vaults, safes, or restricted areas within the Leased Premises.
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5 31.2 On reasonable prior written notice to Tenant, no less than 48 hours in
6 advance, to show the Leased Premises to prospective tenants during the last nine months of the
7 Term, and to any prospective purchaser, mortgagee, or assignee of any mortgage or ground lease
8 on the Leased Premises and to others having a legitimate interest in the Leased Premises at any
9 time during the Term.
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11 31.3 At any time in the event of an emergency, and otherwise at reasonable
12 times, to take any and all measures, including making any inspections, repairs, alterations,
13 additions, and improvements to the Leased Premises, as may be necessary or desirable for the
14 safety, protection, or preservation of the Leased Premises, or Landlord's interests, or as may be
15 necessary or desirable in the operation or improvement of the Leased Premises, or in order to
16 comply with all laws, orders, and requirements of governmental or other authorities, using
17 reasonable efforts not to interfere with the use and occupancy of the Leased Premises by Tenant.
18 Landlord shall not be in default hereunder nor have any liability to Tenant, nor shall Tenant have
19 any right to terminate this Lease or claim an offset against or reduction in Rent payable
20 hereunder, due to any damage, annoyance or inconvenience resulting from any such inspections,
21 repairs, alterations, additions or improvements, or the failure of Landlord to make any such
22 inspections, repairs, alterations, additions or improvements; provided however that Landlord
23 shall be liable for its gross negligence or willful misconduct. Tenant shall reasonably cooperate
24 with Landlord or Landlord's agents or contractors in carrying out any such inspections, repairs,
25 alterations, additions or improvements.
26
27 In the event such measures become necessary as a result of deficiencies in
28 Tenants performance of its obligations under this Lease, in addition to all other available
29 remedies, Landlord may, but shall not be obliged to, enter upon Leased Premises without notice
30 to Tenant and correct Tenant's deficiencies using Landlord's forces, equipment and materials on
31 Leased Premises suitable for such purposes, or by employing an independent contractor.
32 Landlord's costs so incurred, including direct and indirect overhead costs as determined by
33 Landlord, shall be reimbursed to Landlord by Tenant and/or its sureties within thirty (30) days of
34 demand thereof.
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36 31.4 Any officers and/or authorized employees of Landlord may enter upon
37 Leased Premises at any and all reasonable times for the purpose of determining whether or not
38 Tenant is in compliance with the terms and conditions of this Lease, or for any other purpose
39 incidental to the rights of Landlord within the Leased Premises.
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41 31.5 Entry by the officers, employees, agents or independent contractors of
42 Landlord upon Leased Premises for the purpose described in this paragraph shall be without
03-80112.8 36
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1 prejudice to the exercise of any other rights provided herein or by law to remedy a breach of this
2 Lease.
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4 32.0 HOLDING OVER. Should Tenant hold over and remain in possession of the
5 Leased Premises after the expiration of this Lease, without the written consent of Landlord, such
6 possession shall be as a month-to-month tenant. Unless Landlord agrees otherwise in writing,
7 Additional Rent during the hold -over period shall be payable in an amount equal to one hundred
8 fifty percent (150.00%) of the Rent paid for the last month of the term hereof until Tenant
9 vacates the Leased Premises and the Security Deposit shall increase to an amount equal to the
10 increased monthly Rent. All other terms and conditions of this Lease shall continue in full force
11 and effect during such hold -over tenancy, which hold -over tenancy shall be terminable by either
12 party delivering at least one (1) month's written notice, before the end of any monthly period.
13 Such hold -over tenancy shall terminate effective as of the last day of the month following the
14 month in which the termination notice is given.
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16 33.0 NOTICES. Any notice required to be given under the terms of this Lease or
17 any law applicable thereto must be either personally delivered or placed in a sealed envelope,
18 postage prepaid, address to the person on whom it is to be served with return receipt requested,
19 and deposited in the United States mail. Personal service shall be deemed complete upon
20 delivery and service by mail shall be deemed complete upon receipt as reflected by the return
21 receipt. The address to be used for any notice served by mail upon the parties shall be as
22 follows:
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24 33.1 If for Tenant, addressed to Tenant, at or such other place as Tenant may
25 from time designate by notice to Landlord:
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27 Dr. Raghu P. Mather, Chancellor
28 South Orange County Community College District
29 28000 Marguerite Parkway
30 Mission Viejo, CA 92692
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32 33.2 If for Landlord, addressed to Landlord at:
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34 City of Tustin
35 300 Centennial Way
36 Tustin, California 92780
37 Attention: Assistant City Manager
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39 With a Copy to:
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41 George R. Schlossberg, Esq.
42 Kutak Rock LLP
43 1101 Connecticut Avenue, N.W.
03-80112.8 37
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I Washington, D.C. 20036
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3 33.3 If for Government, addressed to:
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5 BRAC Operations Office
6 Southwest Division Naval Facilities Engineering Command
7 1420 Kettner, Suite 507
8 San Diego, CA 92101-2434
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10 33.4 The parties may designate alternate contacts or addresses by giving notice
11 as provided in this Section 30.
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13 34.0 WAIVER OF TRIAL BY JURY. It is mutually agreed by and between
14 Landlord and Tenant that the respective parties hereto shall and they hereby do waive trial by
15 jury in any action, proceeding or counterclaim brought by either of the parties hereto against the
16 other on any matters whatsoever arising out of or in any way connected with this Lease, the
17 relationship of Landlord and Tenant, Tenant's use or occupancy of the Leased Premises and any
18 emergency statutory or any other statutory remedy.
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20 35.0 BROKERAGE. Tenant represents and warrants that it has not dealt with a
21 broker, agent or other person in connection with this Lease and that no broker, agent or other
22 person was responsible for this transaction. Tenant agrees to defend with counsel acceptable to
23 Landlord, indemnify and hold Landlord harmless from and against any claims by any broker,
24 agent or other person claiming a commission or other form of compensation by virtue of that
25 person's business relationship with Tenant with regard to this transaction. The provisions of this
26 Section shall survive the termination of this Lease.
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28 36.0 AUDIT. This Lease shall be subject to audit by Landlord and by any and all
29 cognizant government agencies. The Tenant and Landlord shall make available to such agencies
30 for use in connection with such audits all records, reports, reviews, audits, documents or other
31 material which it maintains with respect to this Lease and copies of all reports required to be
32 filed hereunder. The Tenant and Landlord will make these materials available for a period of
33 three years after termination or expiration of this Lease.
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35 37.0 FAILURE TO INSIST ON COMPLIANCE. The failure of either party to
36 insist, in any one or more instances, upon performance of any of the terms, covenants, or
37 conditions of this Lease shall not be construed as a waiver or relinquishment of the right to the
38 future performance of any such terms, covenants, or conditions and the right to the future
39 performance of any such terms, covenants, or conditions and the obligations in respect of such
40 future performance shall continue in full force and effect. Whenever the terms of this Lease call
41 for one party to approve an action or make a determination before the party may undertake or
42 perform such action, said approval or determination shall not be unreasonably denied or delayed.
43
03-80112.8 38
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38.0 SUBJECT TO EXISTING AND FUTURE EASEMENTS AND RIGHTS-
OF-WAY.
38.1 Tenant acknowledges that the LIFOC, and this Lease, are subject to all
outstanding easements and rights-of-way for location of any type of facility over, across, in, and
upon the Leased Premises or any portion thereof including roads, structures, facilities or conduits
necessary for or related to ongoing Government remediation activities and Landlord owned
utilities. To the extent relocation of such items is required by the Landlord or Government, the
Tenant may relocate such items at its own cost and expense in a manner satisfactory to the
Government or Landlord as applicable.
38.2 Tenant shall permit general public access as necessary over the Leased
Premises for access to Reuse Plan Disposal parcel 22 (proposed City of Tustin Community
Park), parcel IV -J-7 (proposed City of Tustin Child Care Center), parcel IV -J-8 (proposed
County of Orange Sheriff's Law Enforcement Training site), and parcels I -F-1 and I -F-2 (the
Rancho Santiago Community College District site) as shown on the MCAS Tustin Specific
Plan/Reuse Plan, and for Government's and Landlord's operation, maintenance and construction
of any new or existing utility systems or roadways in the case of Landsdowne Way, and the
future Valencia North Loop Road and Armstrong right-of-way improvements immediately
abutting the Leased Premises.
38.3 Tenant further acknowledges that the Government is entitled, under
Section 27 of the LIFOC, to grant such additional easements and rights-of-way over, across, in
and upon the Leased Premises as it shall determine to be in the public interest; provided that any
such additional easement or right-of-way shall not unreasonably interfere with the access to, and
the use and possession of, the Leased Premises by Landlord or any sublessees, or other
occupants who are legitimately in possession or occupancy of the Leased Premises through
Landlord or any sublessee of Landlord, and shall be conditioned on the assumption by the
grantee thereof of liability to the Landlord for such damages as the Landlord shall suffer for
property destroyed or property rendered unusable on account of the grantee's exercise of its
rights thereunder. There is reserved to the rights of the holders of such easements and rights-of-
way as are presently outstanding or which may hereafter be granted, to any workers officially
engaged in the construction, installation, maintenance, operation, repair or replacement of
facilities located thereon, and to any Federal, state or local official engaged in the official
inspection thereof, such reasonable rights of ingress and egress over Leased Premises as shall be
necessary for the performance of their duties with regard to such facilities.
39.0 ADMINISTRATION. Except as may be otherwise provided in the LIFOC or
this Lease, the Government shall, under the direction of the Commander, Naval Facilities
Engineering Command, Southwest Division, have complete charge of the administration of the
LIFOC and any interests the Government has under this Lease, and shall exercise full
supervision and general direction thereof insofar as the interest of the Government are affected.
03-80112.8 39
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40.0 QUIET POSSESSION. Upon Tenant paying the rent reserved hereunder and
observing and performing all of the covenants, conditions and provisions on Tenant's part to be
observed and performed hereunder, Tenant shall have quiet possession of the Leased Premises
for the entire Tenn hereof, subject to all the provisions of this Lease.
41.0 SEVERABILITY AND APPLICABLE LAW.
41.1 Whenever possible, each provision of this Lease shall be interpreted in
such a manner as to be effective and valid under applicable law, but if any provision of this
Lease shall be invalid under the applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of that provision, or
the remaining provisions of this Lease.
41.2 This Lease has been made and entered into in the State of California and
the laws of this State shall govern its validity and interpretation in the performance hereunder by
the parties.
42.0 FORCE MAJEURE. Except as otherwise specifically provided herein, and in
the event either party shall be delayed or prevented from performance of any act required under
this Lease by reason of fire, earthquake, war, labor dispute, or other cause without fault and
beyond control of the party so obligated, performance of such acts shall be excused for the
period of time of the delay as determined, in writing, by Landlord provided Tenant shall have the
right to terminate this Lease if there is more than five (5) days of delay.
43.0 SPECIAL STIPULATIONS.
43.1 No receipt of money by Landlord from Tenant after the termination of this
Lease or after the service of any notice or after the commencement of any suit or after final
judgment for possession of the Leased Premises shall reinstate, continue or extend the term or
affect any such notice, demand or suit or imply consent for any action for which Landlord's
consent is required.
43.2 No delay or forbearance by either party in exercising any right or remedy
hereunder or in undertaking or performing any act or matter which is not expressly required to be
undertaken by a party shall be construed to be a waiver of said party's rights or to represent any
agreement by said party to undertake or perform such act or matter thereafter.
43.3 All of the covenants of both parties hereunder shall be deemed and
construed to be "conditions" as well as "covenants" as though the words specifically expressing
or importing covenants and conditions were used in such separate instance.
43.4 Tenant agrees that, upon receiving a written request from Landlord,
Tenant will within ten (10) days deliver a copy of this Lease, or, if Landlord so requests, a Short
03-80112.8 40
MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND SOCCCD
1 Form Notice of this Lease, in recordable form to Landlord. Tenant shall not record this Lease or
2 a Short Form Notice thereof, without the prior written consent of Landlord.
3
4 43.5 Neither party has made any representations or covenants, except as
5 contained herein, or in some further writing signed by the party making such representation or
6 promise. All prior communications or understandings, oral or written, between Landlord and
7 Tenant are superseded by this Lease and this Lease contains the entire agreement between the
8 parties hereto with respect to the subject matter of this Lease, and shall not be amended,
9 modified or supplemented unless by agreement in writing, signed by both parties.
10
11 43.6 Tenant shall look solely to the Leased Premises and Rents derived
12 therefrom for enforcement of any obligation hereunder or by law assumed or enforceable against
13 Landlord, and no other property or other assets of Landlord shall be subjected to levy, execution
14 or other enforcement procedure for the satisfaction of Tenant's remedies or with respect to this
15 Lease, the relationship of Landlord and Tenant thereunder or Tenant's use and occupancy of the
16 Leased Premises.
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18 43.7 This Lease may be executed in one or more counterparts, each of which
19 shall be deemed to be an original as against any party whose signature appears thereon, and all of
20 which shall constitute one and the same instrument. This Lease shall become binding when any
21 one or more counterparts hereof, individually or taken together, shall bear the signatures of
22 Landlord and Tenant.
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24 43.8 Each provision hereof shall extend to and shall, as the case may require,
25 bind and inure to the benefit of Landlord and Tenant and their respective heirs, legal
26 representatives, successors and assigns in the event this Lease has been assigned with the
27 express, written consent of Landlord.
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29 43.9 Time is of the essence of every provision of this Lease.
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31 43.10 The title and headings and table of contents of this Lease are for
32 convenience of reference only and shall not in any way be utilized to construe or interpret the
33 agreement of the parties as otherwise set forth herein. The term "Landlord" and the term
34 "Tenant" as used herein shall mean, where appropriate, all persons acting by or on behalf of the
35 respective parties, except as to any required approvals, consents or amendments, modifications
36 or supplements hereunder, when such terms shall only mean the parties originally named herein.
37
38 44.0 DISPUTE RESOLUTION. Any disputes arising under this Lease that involve
39 or relate to the Government or the Government's interpretation of the LIFOC that are subject to
40 resolution under the Contracts Disputes Act, 431 U.S.C. Section 601 et seq. pursuant to the
41 provisions of Section 23 of the LIFOC shall be resolved under that Act. All other disputes that
42 may arise under this Lease shall be resolved in accordance with the provisions of the laws of the
43 State of California.
03-80112.8 41
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MCAS TUSTIN SUB -LEASE BETWEEN THE CITY AND SOCCCD
45.0 LIST OF EXHIBITS.
Exhibit "A": Description of Leased Land
Exhibit `B": Lease in Furtherance of Conveyance
Exhibit "C": List of Common Areas
Exhibit "D": Evidence of Insurance Form
Exhibit "E": Environmental Questionnaire Disclosure Form
03-80112.8
[Signature Page Follows]
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IN WITNESS WHEREOF, Landlord has, by action of the City of Tustin City Council,
authorized this Lease to be executed for and on behalf of the City of Tustin by the Assistant City
Manager or City Manager, and Tenant has caused the same to be executed by its duly authorized
officer on the date first above written.
Attest:
Pamela Stoker
City Clerk
Approved as to Form:
Lois Jeffrey, Esq.
City Attorney
03-80112.8
"LANDLORD"
City of Tustin
I�
William A. Huston, City Manager/or
Christine A. Shingleton, Assistant City Manager
Dated:
"TENANT"
SOUTH ORANGE COUNTY COMMUNITY
COLLEGE DISTRICT
0
Dr. Raghu P. Mathur, Chancellor
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MCAS Tustin Sublease Between the City and SOCCCD
Exhibit A
Leased Premises
(to be attached)
MCAS Tustin Sublease Between the City and SOCCCD
Exhibit B
LIFOC
(to be attached)
MCAS Tustin Sublease Between the City and SOCCCD
Exhibit C
Common Areas
(to be attached)
MCAS Tustin Sublease Between the City and SOCCCD
Exhibit D
Certificate of Insurance Form
(to be attached)
MCAS Tustin Sublease Between the City and SOCCCD
Exhibit E
Environmental Questionnaire Disclosure Form
Exhibit F
Short Form Notice Of Sublease
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SOUTH ORANGE COUNTY COMMUNITY
COLLEGE DISTRICT OFFICIAL BUSINESS
REQUEST DOCUMENT TO BE RECORDED
AND TO BE EXEMPT FROM RECORDING
FEES PER GOVERNMENT CODE 6103
Recording requested by and
when recorded mail to:
City of Tustin
Tustin City Hall
300 Centennial Way
Tustin, CA 92780
Art: Assistant City Manager
Space Above This Line Reserved for Recorder's Use
SHORT FORM NOTICE
OF
SUB -LEASE
Final Version
3/23/04
THIS SHORT FORM NOTICE is entered into this day of 2004
("Effective Date"), by and between the CITY OF TUSTIN ("City"), a municipal corporation
organized under the laws of the State of California, acting in its capacity as the local
redevelopment authority for the disposition and conveyance of portions of the former Marine
Corps Air Station Tustin, California, and the SOUTH ORANGE COUNTY COMMUNITY
COLLEGE DISTRICT ("SOCCCD"). The City and SOCCCD are sometimes referred to herein
individually as a "Party" and collectively as the "Parties".
RECITALS:
WHEREAS:
1. The City requested from the United States of America (hereinafter the
"Government") conveyance of a portion of the former Marine Corps Air Station Tustin, ("MCAS
Tustin") which was closed pursuant to and in accordance with the Defense Base Closure and
Realignment Act of 1990, as amended (Pub. L. No. 101-510; "Base Closure Act") and which is
no longer required for military purposes; and
2. In May 2002, the Government approved an Economic Development Conveyance
of Property ("EDC") and agreed to convey 1,153 acres of the former MCAS Tustin to the City.
On May 13, 2002, a portion of this property was conveyed by the Government to the City by
Federal Deed, in accordance with the provisions of that certain Agreement Between The United
03-88099.3
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MCAS TUSTIN SHORT FORM NOTICE OF SUB -LEASE
States of America and the City of Tustin, California, For The Conveyance of a Portion of the
Former Marine Corps Air Station Tustin ("Conveyance Agreement"), which sets forth the terms
and conditions of the conveyance of portions of MCAS Tustin from the Government to the City
("City Property"). A portion of the City Property was leased to the City by the Navy pursuant to
the Conveyance Agreement and that certain Lease In Furtherance of Conveyance Between the
United States of America and The City of Tustin, California For Portions of the Former Marine
Corps Air Station Tustin (the "Ll -FOC").
3. The Conveyance Agreement contemplates that the City will, following
conveyance of the applicable portion of the City Property from the Government to the City,
convey a portion of the City Property to SOCCCD ("SOCCCD Property") for educational
purposes in accordance with the MCAS Tustin Reuse Plan and the MCAS Tustin Specific
Plan/Reuse Plan.
4. The City and SOCCCD have entered into that certain Sub -lease Between the City
of Tustin and the South Orange County Community College District for a Portion of MCAS,
dated ("Sub -lease"), setting forth the terms and conditions of the subletting of a
portion of the City Property leased to City from the Government under the LIFOC ("Leased
Premises").
5. The Parties agree to this Short Form Notice which is to be recorded in order that
third parties may have notice of the existence of the Sub -lease and the rights of the Parties under
the Sub -lease.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing premises and the respective
representations, warranties, agreements, covenants and conditions herein contained, the
execution and delivery of the Sub -lease by the Parties, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby
state and agree as follows:
1. The Parties have executed and delivered the Sub -lease. Copies of the Sub -lease
are being held by both Parties at their respective addresses.
2. The City will let the Leased Premises to SOCCCD and SOCCCD will lease the
Leased Premises from the City on the terms and conditions set forth in the Sub -lease.
3. All of the terms, conditions, provisions and covenants of the Sub -lease are
incorporated in this Short Form Notice by reference as though written out at length herein and
the Sub -lease and this Short Form Notice shall be deemed to constitute a single instrument or
document. The rights and obligations of the Parties shall be construed solely by reference to the
03-88099.3 2
MCAS TUSTIN SHORT FORM NOTICE OF SUB -LEASE
1 provisions of the Sub -lease and in the event of any conflict between the provisions of the Sub
2 lease and those of this Short Form Notice, the provisions of the Sub -lease shall control.
3 4. This Short Form Notice shall inure to the sole benefit of and be binding upon the
4 Parties and their respective successors and assigns.
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6 IN WITNESS WHEREOF, the Parties, intending to be legally bound hereby, have
7 caused their duly appointed representatives to execute this short Form Notice as of the Effective
8 Date set forth above.
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12 CITY OF TUSTIN
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16 William Huston, City Manager
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19 City Attorney or Special Counsel
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37 SOCCCD Counsel
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03-88099.3 3
Exhibit G
Bill of Sale
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3/7/2004
BILL OF SALE
FOR FORMER MILITARY PERSONAL PROPERTY
LOCATED AT
THE FORMER MARINE CORPS AIR STATION, TUSTIN
This Bill of Sale is made by and between the CITY OF TUSTIN ("City"), a municipal
corporation organized under the laws of the State of California, acting in its capacity as the Local
Redevelopment Authority for the disposition and conveyance of portions of the former Marine
Corps Air Station, Tustin, California, and the SOUTH ORANGE COUNTY COMMUNITY
COLLEGE DISTRICT ("SOCCCD").
RECITALS
A. Pursuant to 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, dated May 13, 2002 ("Conveyance Agreement") and the Lease In Furtherance of
Conveyance Between the United States of America and the City of Tustin, California for Portions
of the Former Marine Corps Air Station Tustin, dated May 13, 2002 ("LIFOC"), the Federal
Government through the Secretary of the Navy ("Navy") conveyed or leased to the City portions
of the former Marine Corps Air Station Tustin ("City Property").
B. The Conveyance Agreement contemplates that the City will, following
conveyances of applicable portions of the City Property from the Navy to the City, convey a
portion of the City Property to SOCCCD ("SOCCCD Property") for educational purposes.
C. The City and SOCCCD entered into that Agreement Between the City of Tustin
and the South Orange County Community College District for the Conveyance of a Portion of
MCAS Tustin and the Establishment of an Advanced Technology Educational Campus, dated
("SOCCCD Agreement') for the conveyance of portions of the SOCCCD
Property from the City to SOCCCD by quitclaim deed ("SOCCCD Deed") and the lease of other
portions of the SOCCCD Property from the City to SOCCCD pending conveyance of such
portions from the Navy to the City.
D. Pursuant to the SOCCCD Agreement, the City will transfer to SOCCCD, under a
Bill of Sale, (1) all tangible personal property appurtenant to the real property conveyed or leased
to SOCCCD under the SOCCCD Agreement ("Miscellaneous Personal Property"), and (2) all
utility distribution systems located on the real property conveyed or leased to SOCCCD under
the SOCCCD Agreement ("Utility Systems") (collectively "Personal Property").
03-83882.4
MUTUAL UNDERSTANDINGS
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BILL OF SALE FOR PERSONAL PROPERTY
SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT
NOW, THEREFORE, in consideration of the foregoing recitals and other consideration
set forth herein, it is mutually agreed as follows:
1. Transfer. For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the City hereby grants, releases, quitclaims and transfers title and
ownership of the Miscellaneous Personal Property and the Utility Systems as described in
Exhibit "A," attached hereto and made a part hereof.
2. Utility Systems Alteration. SOCCCD agrees not to alter, modify, repair, replace, or
relocate ("SOCCCD Alterations") any part of the Utility Systems without the prior written
consent of the City. Such consent is within the sole discretion of the City but will not be
unreasonably withheld and will not be granted where such SOCCCD Alterations may interfere
with the development or reuse of MCAS Tustin.
3. Reversion. In addition to the Grantor's other remedies under applicable law or
equity for breach of the use restrictions set forth in section 3.1.1 of the SOCCCD Deed or
transfers in violation of section 3.2 of the SOCCCD Deed, if at any time within the period of
thirty (30) years from the date of the SOCCCD Deed, the SOCCCD Property or any part or
interest thereof is used for any purpose not consistent with the Advanced Technology
Educational Campus use designated or permitted under Section 3.1.1 of the SOCCCD Deed, or
is sold, leased, mortgaged, encumbered or otherwise disposed of in violation of Section 3.2 of
the SOCCCD Deed, and such use or transfer is not cured to the reasonable satisfaction of the
City within thirty (30) days of SOCCCD or its successor receiving written notice of such
violation from City stating City's assertion in reasonable detail that SOCCCD is in violation with
the terms of the SOCCCD Deed, at the option of City, all right, title and interest in and to such
portion of the Personal Property located upon that portion of the SOCCCD Property as to which
such violation has occurred shall, upon recording of a Notice of Entry by City, pass to and
become the property of the City, which shall have an immediate right to entry thereon, and
SOCCCD, its successors and assigns, shall forfeit all right, title, and interest in and to such
Personal Property.
4. Former Military Property; No Warranty. The Personal Property sold under this Bill
of Sale was acquired by the City from the Navy by reason of the closure of the former Marine
Corps Air Station, Tustin. Buyer hereby understands and acknowledges that the City has no
knowledge and makes no representations as to the accuracy of the description of the property in
Exhibit "A" or the Personal Property's fitness, adequacy or safety for any particular purpose.
The Personal Property is delivered to Buyer "as is," "where is," and City makes no warranty of
any kind, and particularly no warranty as to its usability generally or as to its fitness or safety for
any particular purpose.
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03-83882.4
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BILL OF SALE FOR PERSONAL PROPERTY
SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT
5. Indemnification. The City shall not be responsible, and SOCCCD agrees that it shall be
responsible for and at all times relieve, indemnify, protect, defend and hold harmless the City
and all of its officers, agents and employees from any and all claims and demands, actions,
proceedings, losses, liens, costs and judgments of any kind and nature whatsoever, including
expenses incurred in defending against legal actions, for death or injury to persons or damage to
property and for civil fines and penalties arising or growing out of, or in any manner connected
with, any SOCCCD Alterations of the Utility Systems or SOCCCD's failure to obtain consent
prior to any such SOCCCD Alterations, or the ownership, use, operation, maintenance, storage,
sale or lease by SOCCCD of any Personal Property transferred under this Bill of Sale except to
the extent such death or injury to persons or damage to property is caused by the activities of the
City, its officers, agents and employees related to the use, operation, maintenance, storage, sale
or lease of any such Personal Property.
IN WITNESS WHEREOF, the parties hereto have, on the respective dates set forth
below, duly executed this contract.
CITY OF TUSTIN
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[NAME], [TITLE]
Date:
03-83882.4
SOUTH ORANGE COUNTY
COMMUNITY COLLEGE DISTRICT
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Date:
[NAME], [TITLE]
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BILL OF SALE FOR PERSONAL PROPERTY
SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT
EXHIBIT "A"
Utility Distribution Systems Located only on the SOCCCD Property ("Utility
Systems") as follows:
All current City -owned electrical, gas, telephone and cable television systems, including
distribution lines, pad mounted and overhead distribution poles and/or transformers, on the
SOCCCD Property, and all conduits and duct banks from outlet or master meters or connection
points currently owned by the City on the SOCCCD Property to end usage points on the
SOCCCD Property; all City -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 the City on the SOCCCD Property to end usage points on
the SOCCCD Property.
03-83882.4
El
Exhibit H-1
Representations of the City
Execution Version
3/10/2004
City Representations
Dr. Raghu P. Mathur, Chancellor
South Orange County Community College District
8000 Marguerite Parkway
Mission Viejo, CA 92692
Dear Chancellor Mathur:
I have reviewed the Agreement Between the City of Tustin, California ("City") and the
South Orange County Community College District ("SOCCCD") for Conveyance of a Portion of
MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus
("SOCCCD Agreement").
To the best of the City's information, knowledge and belief, I certify that all
representations of the City set forth in the SOCCCD Agreement are true and correct as of the
day of , 2004, the date of the Property Closing.
Sincerely,
William A. Huston, City Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
03-88100.2
Exhibit H-2
Representations of SOCCCD
SOCCCD Representations
William A. Huston, City Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
Dear Mr. Huston:
Execution Version
3/10/2004
I have reviewed the Agreement Between the City of Tustin, California ("City") and the
South Orange County Community College District ("SOCCCD") for Conveyance of a Portion of
MCAS, Tustin and the Establishment of an Advanced Technology Educational Campus
("SOCCCD Agreement").
To the best of SOCCCD's information, knowledge and belief, I certify that all
representations of SOCCCD set forth in the SOCCCD Agreement are true and correct as of the
day of , 2004, the date of the Property Closing.
Sincerely,
Dr. Raghu P. Mathur, Chancellor
South Orange County Community College District
8000 Marguerite Parkway
Mission Viejo, CA 92692
03-88100.2
Exhibit I
Short Form Notice of Agreement
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SOUTH ORANGE COUNTY COMMUNITY
COLLEGE DISTRICT OFFICIAL BUSINESS
REQUEST DOCUMENT TO BE RECORDED
AND TO BE EXEMPT FROM RECORDING
FEES PER GOVERNMENT CODE 6103
Recording requested by and
when recorded mail to:
City of Tustin, California
Tustin City Hall
300 Centennial Way
Tustin, CA 92780
Art: Assistant City Manager
Space Above This Line Reserved for Recorder's Use
SHORT FORM NOTICE
OF
AGREEMENT
Final Version
3/23/04
THIS SHORT FORM NOTICE is entered into this day of 2004
("Effective Date"), by and between the CITY OF TUSTIN ("City"), a municipal corporation
organized under the laws of the State of California, acting in its capacity as the local
redevelopment authority for the disposition and conveyance of portions of the former Marine
Corps Air Station Tustin, California, and the SOUTH ORANGE COUNTY COMMUNITY
COLLEGE DISTRICT ("SOCCCD"). The City and SOCCCD are sometimes referred to herein
individually as a "Party" and collectively as the "Parties".
RECITALS:
WHEREAS:
1. The City requested from the United States of America (hereinafter the
"Government") conveyance of a portion of the former Marine Corps Air Station Tustin, ("MCAS
Tustin") which was closed pursuant to and in accordance with the Defense Base Closure and
Realignment Act of 1990, as amended (Pub. L. No. 101-510; `Base Closure Act") and which is
no longer required for military purposes; and
2. In May 2002, the Government approved an Economic Development Conveyance
of Property ("EDC") and agreed to convey 1,153 acres of the former MCAS Tustin to the City.
On May 13, 2002, a portion of this property was conveyed by the Government to the City by
Federal Deed, in accordance with the provisions of that certain Agreement Between The United
03-88098.3
MCAS TUSTIN SHORT FORM NOTICE OF AGREEMENT
1 States of America and the City of Tustin, California, For The Conveyance of a Portion of the
2 Former Marine Corps Air Station Tustin ("Conveyance Agreement"), which sets forth the terms
3 and conditions of the conveyance of portions of MCAS Tustin from the Government to the City
4 ("City Property"). A portion of the City Property was leased to the City by the Navy pursuant to
5 the Conveyance Agreement and that certain Lease In Furtherance of Conveyance Between the
6 United States of America and The City of Tustin, California For Portions of the Former Marine
7 Corps Air Station Tustin (the "LIFOC").
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9 3. The Conveyance Agreement contemplates that the City will, following
10 conveyance of the applicable portion of the City Property from the Government to the City,
11 convey a portion of the City Property to SOCCCD ("SOCCCD Property") for educational
12 purposes in accordance with the MCAS Tustin Reuse Plan and the MCAS Tustin Specific
13 Plan/Reuse Plan.
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15 4. The City and SOCCCD have entered into that certain Agreement between the
16 City of Tustin and the South Orange County Community Collect District for the Conveyance of
17 a Portion of MCAS, Tustin and the Establishment of an Advanced Technology Educational
18 Campus, dated ("SOCCCD Agreement"), setting forth the terms and conditions of
19 the conveyance of a portion of the City Property from the City to SOCCCD.
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21 6. The Parties agree to this Short Form Notice which is to be recorded in order that
22 third parties may have notice of the existence of the SOCCCD Agreement and the rights of the
23 Parties under the Agreement.
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25 AGREEMENTS:
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27 NOW, THEREFORE, in consideration of the foregoing premises and the respective
28 representations, warranties, agreements, covenants and conditions herein contained, the
29 execution and delivery of the SOCCCD Agreement by the Parties, and for other good and
30 valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
31 Parties hereby state and agree as follows:
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33 1. The Parties have executed and delivered the SOCCCD Agreement. Copies of the
34 SOCCCD Agreement are being held by both Parties at their respective addresses.
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36 2. The City will convey the Property to SOCCCD and SOCCCD will acquire the
37 Property from the City on the terms and conditions set forth in the SOCCCD Agreement.
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39 3. All of the terms, conditions, provisions and covenants of the SOCCCD
40 Agreement are incorporated in this Short Form Notice by reference as though written out at
41 length herein and the SOCCCD Agreement and this Short Form Notice shall be deemed to
42 constitute a single instrument or document. The rights and obligations of the Parties shall be
43 construed solely by reference to the provisions of the SOCCCD Agreement and in the event of
03-88098.3 2
MCAS TUSTIN SHORT FORM NOTICE OF AGREEMENT
1 any conflict between the provisions of the SOCCCD Agreement and those of this Short Form
2 Notice, the provisions of the SOCCCD Agreement shall control.
4 4. This Short Form Notice shall inure to the sole benefit of and be binding upon the
5 Parties and their respective successors and assigns.
[SIGNATURE PAGE FOLLOWS]
03-88098.3
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MCAS TUSTIN SHORT FORM NOTICE OF AGREEMENT
IN WITNESS WHEREOF, the Parties, intending to be legally bound hereby, have
caused their duly appointed representatives to execute this short Form Notice as of the Effective
Date set forth above.
CITY OF TUSTIN
William Huston, City Manager
Approved as to Form:
City Attorney or Special Counsel
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SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT
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Title:
Approved as to Form:
SOCCCD Counsel
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03-88098.3
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ATTACHMENT C
RESOLUTION NO. 04-32
A RESOLUTION OF THE CITY OF TUSTIN CITY COUNCIL ADOPTING
A FINDING THAT THE MCAS TUSTIN PROGRAM ENVIRONMENTAL
IMPACT STATEMENT/ENVIRONMENTAL IMPACT REPORT (MCAS
TUSTIN PROGRAM EIS/EIR) IS ADEQUATE TO SERVE AS THE
PROJECT EIS/EIR FOR AN AGREEMENT BETWEEN THE CITY OF
TUSTIN (CITY) AND THE SOUTH ORANGE COUNTY COMMUNITY
COLLEGE DISTRICT (SOCCCD) IMPLEMENTING A DEED AND
PERSONAL PROPERTY CONVEYANCE AND A LEASE OF PORTIONS
OF THE FORMER MARINE CORPS AIR STATION (MCAS) FROM THE
CITY TO THE SOCCCD.
The City of Tustin City Council hereby resolves as follows:
A. That the disposal of property through deed or lease is considered a "project"
pursuant to the terms of the California Environmental Quality Act; and,
B. That the MCAS Tustin Final Program EIS/EIR was certified on January 16,
2001. The City Council finds that the following projects are within the scope of
the previously approved MCAS Tustin FEIS/EIR based on an Initial Study
checklist evaluation attached as Exhibit A hereto, as well as the MCAS Tustin
Specific Plan previously approved by the City Council on February 3, 2003,
with adoption of Ordinance No. 1257. The effects of the projects relating to all
environmental impact issues were examined in the MCAS Tustin FEIS/EIR.
C. Consistent with the recommendations included in the approved Reuse Plan,
the City of Tustin desires to implement disposal of real and personal property at
MCAS Tustin through an Agreement entitled: "Agreement between the City of
Tustin and the South Orange County Community College District (SOCCCD)
for Conveyance of a portion of MCAS Tustin and establishment of an
Advanced Technology Educational Campus;" which implements the following:
• Quitclaim deed conveyance from the City of Tustin to the SOCCCD of
three (3) parcels generally described as Parcel I -E 1.1, I -E-3 and I -EA
totaling 37.66 acres; and,
• Sublease from the City of Tustin to the SOCCCD of three (3) parcels
generally described as Parcel IV -J-4, IV -J-5 and IV -J-6 totaling 30.71
acres; and,
• Bill of Sale for Miscellaneous Personal Property and Utility Distribution
Systems Located Within the Above Referenced Quitclaim and Leased
Property.
D. The City Council hereby finds that the proposed projects are within the scope
of the MCAS Tustin FEIS/EIR and were fully examined in the MCAS Tustin
FEIS/EIR; no substantial changes are proposed in the project or have occurred
with respect to circumstances under which the project is being undertaken
since certification of the MCAS Tustin FEIS/EIR; no new information has
become available since the certification of the MCAS Tustin FEIS/EIR, and
pursuant to Public Resources Code Section 2116, and the requirements of
City Council Resolution No. 04-32
April 5, 2004
Page 2
CEQA regulations promulgated with respect thereto including Title 14 California
Code of Regulations Sections 15162 and 15168(c), no additional
environmental analysis, action or document is required by the CEQA.
PASSED AND ADOPTED at a regular meeting of the Tustin City Council held on the 5`h
day of April 2004.
TONY KAWASHIMA
MAYOR
PAMELA STOKER
CITY CLERK
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS
CITY OF TUSTIN
I, Pamela Stoker, City Clerk and ex -officio Clerk of the City Council of the City of Tustin,
California, do hereby certify that the whole number of the members of the City Council of
the City of Tustin is five; that the above and foregoing Resolution No. 04-32 was duly
passed and adopted at a regular meeting of the Tustin City Council, held on the 5th day
of April, 2004, by the following vote:
COUNCILMEMBER AYES:
COUNCILMEMBER NOES:
COUNCILMEMBER ABSTAINED:
COUNCILMEMBER ABSENT:
PAMELA STOKER
CITY CLERK
ATTACHMENT D
RESOLUTION NO. 04-33
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
TUSTIN, CALIFORNIA AUTHORIZING EXECUTION OF AN
AGREEMENT BETWEEN THE CITY OF TUSTIN (CITY) AND
THE SOUTH ORANGE COUNTY COMMUNITY COLLEGE
DISTRICT (SOCCCD) IMPLEMENTING A DEED AND
PERSONAL PROPERTY CONVEYANCE AND A LEASE AT OR
ON PORTIONS OF THE FORMER MARINE CORPS AIR
STATION (MCAS) TUSTIN FROM THE CITY TO THE SOCCCD.
The City Council of the City of Tustin finds as follows:
A. The former Marine Corps Air Station (MCAS) Tustin was officially closed
on July 2, 1999 as a result of recommendations by the Federal Base
Closure and Realignment Commission.
B. The City of Tustin has been officially designated by the Department of
Defense as the Local Redevelopment Authority (LRA) responsible for
MCAS Tustin.
C. The City of Tustin approved a Reuse Plan in October 1996, subsequently
amended by Errata in September 1998 providing for future land uses at
the former MCAS Tustin.
D. Pursuant to the authority provided by Section 2905(b) 4 of the Defense
Base Closure and Realignment Act of 1990, as amended, and the
implementing regulations of the Department of Defense, the Secretary of
the Navy conveyed portions of the MCAS Tustin to the City at no cost for
economic development purposes.
Consistent with the recommendations included in the approved Reuse
Plan, the City of Tustin desires to implement disposal of real and personal
property at MCAS Tustin through an Agreement entitled: "Agreement
between the City of Tustin and the South Orange County Community
College District (SOCCCD) for Conveyance of a portion of MCAS Tustin
and establishment of an Advanced Technology Educational Campus";
which implements the following:
Quitclaim deed conveyance from the City of Tustin to the
SOCCCD of three (3) parcels generally described as Parcel I -E
1.1, I -E-3 and I -EA totaling 37.66 acres; and,
Sublease from the City of Tustin to the SOCCCD of three (3)
parcels generally described as Parcel IV -J-4, IV -J-5 and IV -J-6
totaling 30.71 acres; and,
Bill of Sale for Miscellaneous Personal Property and Utility
Distribution Systems Located Within the Above Referenced
Quitclaim and Leased Property.
City Council Resolution No. 04-33
April 5, 2004
Page 2
The City Council of the City of Tustin resolves as follows:
A. The City Manager or his designee is authorized to execute the Agreement
Between the City of Tustin and SOCCCD for the Conveyance of a Portion
of the Former Marine Corps Air Station Tustin (the "Agreement") subject
to minor changes and additions to text and exhibits that may be required
by the City Attorney and/or the City's special counsel on MCAS Tustin
matters prior to signature.
B. The City Manager or his designee is also authorized to carry out all
actions necessary to implement the Agreement including but not limited to
the execution of all quitclaims, deeds, leases, easements, bills of sale and
other supporting documents necessary to affect the transfer of the
property subject to the Agreement subject to the approval of the City
Attorney and/or the City's special counsel on MCAS Tustin.
PASSED AND ADOPTED at a regular meeting of the Tustin City Council held on the 5th
day of April 2004.
TONY KAWASHIMA
MAYOR
PAMELA STOKER
CITY CLERK
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF TUSTIN
I, Pamela Stoker, City Clerk and ex -officio Clerk of the City Council of the City of Tustin,
California, do hereby certify that the whole number of the members of the City Council of
the City of Tustin is five; that the above and foregoing Resolution No. 04-33 was duly
passed and adopted at a regular meeting of the Tustin City Council, held on the 5th day
of April 2004, by the following vote:
COUNCILMEMBER AYES:
COUNCILMEMER NOES:
COUNCILMEMBER ABSTAINED:
COUNCILMEMBER ABSENT:
PAMELA STOKER
CITY CLERK