HomeMy WebLinkAbout09 TUSTIN FAMILY CAMPUS - O.C. AGRMT 07-17-07---~ ~ Agenda Item 9
J \, AGENDA ~~~P ORT Reviewed:
~~ City Manager
~~__r
Finance Director N/A/
MEETING DATE: JULY 17, 2007
TO: WILLIAM A. HUSTON, CITY MANAGER
FROM: REDEVELOPMENT AGENCY STAFF
SUBJECT: APPROVAL OF AN AGREEMENT BETWEEN THE CITY OF TUSTIN
AND COUNTY OF ORANGE
SUMMARY:
Approval is requested of an Agreement between the City of Tustin and County of
Orange to permit the County of Orange to develop the Tustin Family Campus on 4
acres owned by the County at Tustin Legacy.
RECOMMENDATION
Subject to non-substantial modifications as may be determined necessary by the City's
Special Counsel prior to execution by all parties, approve and authorize the City
Manager, or designee to execute the Agreement between the City of Tustin and County
of Orange related to the Tustin Family Campus and to carry out all actions necessary to
implement the Agreement including the execution of all related documents.
FISCAL IMPACT
No anticipated impacts on the City's general fund or on the Tustin Legacy Enterprise
Fund are anticipated. The Tustin Family Campus is being constructed by the County of
Orange.
BACKGROUND
As part of the Reuse Plan process for the Tustin Legacy project, the City as required by
the federal base closure process solicited interests from public agencies for anticipated
surplus property and facilities at Tustin Legacy. As a result of this process, the 1996
approved Reuse Plan recommended the transfer of a 4 acre parcel on Landsdowne,
(north of Valencia and the proposed ATEP Phase I project) to the Orange County Social
Services Agency for development of a facility to accommodate expansion of
Orangewood. Provisions of the Reuse Plan required the County to enter into an
agreement with the City prior to permanent reuse of the site. The purpose of the
required agreement was to: (1) identify the planning goals of the agency and the City for
the site; (2) to identify the scope and schedule for short range improvements and long
range development plans for the property; (3) to establish a process for meaningful
consultation on development and operational issues of mutual concern; (4) to identify
capital improvements and right-of-way dedications and any environmental impact report
mitigation required of the County, and (5) to identify necessary procedures to implement
the agreement.
Attached is the proposed Agreement between the County and City related to the Tustin
Family Campus. As the concept of the Tustin Family Campus has evolved, the
proposal now envisions a facility which will provide for development of a support living
environment to meet the unmet needs and unique needs of abused and neglected
children and their families. Five programs have been identified to provide a collaborative
and community based approach, including:
• Sibling Residential Homes (two buildings, with a 12 child capacity).
• Specialized Residential Youth Homes (two buildings with a 12 child capacity).
• Transitional Homes (one 2-story duplex with two residential units with a 14
youth capacity).
• Mother-Child Homes (two 2-story duplexes with four residential units to
provide support for up top to 16 families, or 40 individuals).
• Campus Service Center and ancillary administrative support including Parent
Child Interaction Therapy (PCIT), Early Childhood Development Center/Child
Care, and Medical Care (a two-story building).
It is expected that school age children will attend an off-site public school or private
school in the community. The Campus Service Center will include an Early Child
Development/Child Care Center for children residing at the campus and for children in
foster homes. It is envisioned that the child care operations will be in collaboration with
the Orange County Children and Family Commission.
The federal government has conveyed the property to the County and the City
understands that the County will be shortly moving forward on demolition activities.
Permanent construction will follow once the County has completed a financing plan for
the facilities. Any additional required environmental documentation on the development
project is within the County' responsibility as they are the lead, with the City acting as a
responsible agency. Staff will be available to respond to any questions on this matter.
Christine Shingleton
Assistant City Manager
Attachment: Agreement
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AGREEMENT
BETWEEN
THE CITY OF TUSTIN
AND
COUNTY OF ORANGE
RELATED TO A PORTION OF MCAS, TUSTIN
AND
THE TUSTIN FAMILY CAMPUS
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AGREEMENT
BETWEEN
THE CITY OF TUSTIN
AND
THE COUNTY OF ORANGE
RELATED TO A PORTION OF MCAS, TUSTIN
AND
THE TUSTIN FAMILY CAMPUS
THIS AGREEMENT (this "Agreement") is made and entered into this day of
2007, 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 former Marine Corps Air Station Tustin, California, and the
COUNTY OF ORANGE, apolitical subdivision of the State of California, acting by and
through the County of Orange Social Services Agency ("County"). The City and County are
sometimes referred to herein individually as a "Party" and collectively as the "Parties". The
Parties agree as follows:
1.0 SUBJECT AND PURPOSE OF THIS AGREEMENT; APPLICABLE
REQUIREMENTS
1.1 Background for this Agreement.
1.1.1. Pursuant to the Defense Base Closure and Realignment Act of 1990 (Part A of
Title XXIX of Public Law 101-510; U.S.C. Section 2687 Note), as amended (the "Base Closure
Law"), the United States (the "Government") determined to close the Marine Corps Air Station
Tustin ("MCAS Tustin") located substantially within the City of Tustin. In 1992, the City was
designated by the Office of Economic Adjustment on behalf of the Secretary of Defense as the
local redevelopment authority ("LRA") for preparation of a reuse plan for MCAS Tustin and in
order to facilitate the closure of MCAS Tustin and its reuse in furtherance of the economic
development of the City and surrounding region.
1.1.2. In its capacity as the LRA, the City served as the lead agency for preparing the
base reuse plan, the applicable environmental documents under California law, and other
documents related to the planning for the civilian reuse of MCAS Tustin. The City determined
that the most appropriate tool to guide the conversion of the base from military to civilian use
and to facilitate review and approval of entitlements, permits, and uses was the preparation of a
combined reuse plan and specific plan. The MCAS Tustin Reuse Plan ("Reuse Plan") was
developed in accordance with federal procedures under the Base Closure Law and was adopted
by the City of Tustin City Council on October 16, 1996 and amended by Errata in September
1998. The Reuse Plan was subsequently reviewed and approved by the United States
Department of Housing and Urban Development. On February 3, 2003 the City approved and
adopted the MCAS Tustin Specific Plan/Reuse Plan setting forth the zoning and entitlement
framework for future development of the former MCAS Tustin ("Specific Plan"), as
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subsequently amended in 2005 and 2006. The portion of the former MCAS Tustin located
within the City of Tustin is referred to herein as "Tustin Legacy". The Specific Plan conforms to
and implements the Reuse Plan and the Tustin General Plan.
1.1.3. A Final Joint Environmental Impact Statement/Environmental Impact Report for
the Disposal and Reuse of MCAS Tustin (the "Final EIS/EIR") and Mitigation Monitoring and
Reporting Program for the Final EIS/EIR were adopted by the City on January 16, 2001. In
March 2001, a Record of Decision was issued by the Department of the Navy (hereinafter,
"Navy") approving the Final EIS/EIR and the Reuse Plan. An additional Supplement to the
Final EIS/EIR for the Tustin Ranch Road Interchange Project has been prepared as well as an
Addendum to the Final EIS/EIR.
1.1.4. The County reviewed drafts of the Reuse Plan and Specific Plan, the attendant
Final EIS/EIR, and other related and supporting documents. The County participated in the
formulation of such documents, provided comments, and otherwise fully participated in the
process that culminated in the certification of the environmental documents and the adoption and
approval of the Reuse Plan and Specific Plan.
1.1.5. The Reuse Plan and Specific Plan include all detailed planning, policies,
regulations, and implementation strategies and procedures necessary to guide the reuse and
development of all property located within MCAS Tustin. The Reuse Plan and Specific Plan are
intended to serve as both policy-oriented and regulatory documents and contain the development
and reuse regulations that will govern all development, construction, and use of property at
Tustin Legacy.
1.1.6. Pursuant to the authority provided by the Base Closure Law and the implementing
regulations of the Department of Defense (32 CFR Part 175), the Secretary of the Navy, on
behalf of the United States of America, is authorized to convey surplus property at a closing
installation to the LRA at no cost for public benefit purposes.
1.1.7. On Apri14, 2006, the Federal Department of Health and Human Health Services,
acting through the assignment of property pursuant to the public benefit conveyance process,
conveyed a four (4) acre portion of the former MCAS Tustin ("County Property") to the
County by quitclaim deed (the "Federal Deed") , in accordance with the recommendations of the
City and Reuse Plan.
1.1.8. The Reuse Plan contemplated that the City and County would enter into an
agreement prior to the County's use of the County Property.
1.1.9. It is not the intention of the Parties to create additional obligations, powers or
duties for the County apart from required by Governmental Regulations and those set forth in the
Reuse Plan and Specific Plan. The purpose of this Agreement is to clarify these obligations.
1 1.2 Definitions; Attachments. Capitalized terms used herein, including in the
2 Exhibits attached hereto, unless otherwise defined herein, shall have the respective meanings
3 specified in the Glossary of Defined Terms attached hereto as Exhibit "A." Unless otherwise
4 indicated, references in this Agreement to sections, paragraphs, clauses, exhibits, attachments
5 and schedules are those contained in or attached to this Agreement and all exhibits and schedules
6 referenced herein are incorporated herein by this reference as though fully set forth in this
7 Agreement.
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9 1.3 General Intent of This Agreement.
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11 1.3.1. Consistent with the Reuse Plan and Specific Plan, the City desires and intends to
12 cooperate with the County and County desires and intends to plan, develop, maintain, and use
13 such property solely and continuously as the Tustin Family Campus or other such use as may be
14 allowed by the Reuse Plan and Specific Plan.. County recognizes and acknowledges that
15 pursuant to Government Code Section 54999 et seq., Article XIIID, Section 4(a) of the State
16 Constitution, the California Environmental Quality Act, and other applicable provisions of state
17 law, the County may be obligated to dedicate, install, construct, or otherwise contribute and
18 fund such capital improvements and infrastructure as may be necessary to serve the County
19 Property and any development or use maintained on the County Property, or to otherwise
20 mitigate any adverse impacts development of the County Property may cause or create. The
21 County agrees to comply with all Government Requirements related to such obligations.
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23 1.3.2. The City, acting in its capacity as the LRA, will coordinate with and assist County
24 in its development and use of the County Property as the Tustin Family Campus provided the
25 City receives assurances from County that the County Property will be developed and used in a
26 manner consistent with the Reuse Plan and Specific Plan and that County will participate in any
27 financing plans or programs the City may devise or implement to fund infrastructure
28 improvements necessary or desirable to provide municipal, utility, and public services to all
29 property and development within the boundaries of the former MCAS Tustin.
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31 1.3.3 The Parties hereto recognize that while the County's current plans for the County
32 Property are for the Tustin Family Campus that, after expiration of the thirty (30) year period set
33 forth in the Federal Deed, the County may desire to alter the use of the County Property. The
34 Specific Plan provides a process for the City determining authorized uses and, if necessary for
35 amending the Specific Plan. The County agrees that any County requested change in use of the
36 County Property shall be accomplished consistent with the Specific Plan.
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38 1.4 Purpose of This Agreement.
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40 1.4.1. The purpose of this Agreement is (a) to effectuate the Reuse Plan and Specific
41 Plan through the development of portions of Tustin Legacy as further described herein and (b) to
42 provide for the maintenance of the County Property by County and the construction by County
43 on the County Property of improvements that will support the Tustin Family Campus on the
44 County Property, including necessary infrastructure and other improvements as more particularly
45 described herein.
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1.4.2. The purpose of this Agreement is also to ensure that the County Property is
planned, developed, maintained and used in a manner consistent with the Reuse Plan and
Specific Plan. Subject to the specific provisions set forth in this Agreement, this Agreement is
intended to
1. Identify the planning goals of County and the City for the County
Property;
2. Identify the scope and schedule for short-range improvements and long-
range development plans for the County Property;
3. Establish a process for meaningful consultation on development and
operational issues of mutual concern;
4. Identify capital infrastructure improvements, roadway, existing utility and
new utility rights-of--way and easement dedications, as maybe needed, and
environmental impact report mitigation that will be required of County;
5. Identify procedures necessary or desirable to implement this Agreement;
1.4.3. An additional purpose of this Agreement is to provide a process whereby the
Development/Reuse Regulations and Development Processing Requirements, as described and
provided for in Chapter 3 and Chapter 4 of the Specific Plan, and which may not otherwise be
applicable to County's use of the County Property under State Law, shall apply to the County
Property for the uses described in this Agreement.
1.4.4. This Agreement will ensure the implementation of the Reuse Plan and Specific
Plan, eliminate uncertainty in planning, provide for the orderly development of the County
Property consistent with the Reuse Plan and Specific Plan, allow installation of necessary or
desirable improvements, provide for public services appropriate to the development and use of
the County, and generally serve the public interest within the City and the surrounding region.
1.4.5. The Parties acknowledge that the consideration to be received by the City
pursuant to this Agreement and the consideration to be received by County hereunder constitute
sufficient consideration to support the covenants and agreements of the City and County.
1.5 Description of County Property Affecting This Agreement.
1.5.1. The County Property consists of approximately four (4) acres, more or less of the
County Property located in the City, County of Orange, California as more particularly described
as Parcel 6, and legally described on Exhibit "B"..
1.6 Federal Requirements Applicable to Tustin Legacy. The Parties acknowledge
and agree that this Agreement is entered into as required by the Reuse Plan, Specific Plan, and
1 pursuant to the Base Closure Law, and the terms and conditions of the Federal Deed, including
2 the Environmental Restriction pursuant to California Civil Code Section 1471 contained therein,
3 and as required by the Reuse Plan and Specific Plan. Notwithstanding any provision to the
4 contrary contained herein, this Agreement is and shall be subject to the terms and conditions of
5 the Reuse Plan, the Specific Plan, the Federal Deed and the rights, obligations and remedies of
6 the Federal Government thereunder, as applicable, and nothing contained in this Agreement shall
7 be construed in a manner that is inconsistent with the rights, obligations and remedies of the
8 Federal Government thereunder.
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10 1.7 Local Requirements.
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12 1.7.1 This Agreement is subject to certain Government Requirements, including the
13 Tustin General Plan, the Reuse Plan, the Specific Plan and any redevelopment plan hereinafter
14 enacted with respect to the County Property.
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16 1.7.2 Notwithstanding any other provision of this Agreement, in the event County
17 processes plans for a particular structure with the California Division of the State Architect
18 ("DSA"), as required or permitted under Section 81130-81149 of the California Education Code,
19 as it may be amended from time to time ("The Field Act"), or by DSA or another State of
20 California agency under another applicable statute that concerns the review and approval of
21 building plans for structures (other than for zoning), then County shall be exempt from
22 processing such plans for a particular structure with the City.
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24 1.7.3 County and the City acknowledge that the foregoing provisions of this Section 1.7
25 do not limit the City's right (to the extent that such right exists under the Reuse Plan, Specific
26 Plan, Government Requirements or this Agreement) to exercise normal processing, review and
27 approval rights, and collection of normal fees in connection therewith, concerning matters not
28 within DSA's authority, including, but not limited to, plans for grading, drainage, siting of
29 improvements, alterations to a public right-of--way, circulation, parking and utilities connection,
30 and exterior building design.
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32 1.7.4 After approval of Concept Plan approvals and site plan design review approvals
33 as required by Sections 4.2.2 and 4.2.4 the Specific Plan and not withstanding anything to the
34 contrary in the Reuse Plan or Specific Plan, the County shall be responsible for the plan check
35 and permit process for demolition of existing buildings and new construction of buildings on the
36 County Property and shall submit plans for City review and comment concurrent with the
37 County plan check submittals as part of the continuous on-going communication process. County
38 agrees to give consideration to all comments received from City on such plans prior to permit
39 issuance and to ensure that County has obtained City plan approvals of grading, demolition and
40 severance of any subsurface structures and existing utility systems and for improvements within
41 the public right-of--way and on-site civil improvements and any required City water quality
42 control ordinance requirements. The City shall be responsible for the grading, subsurface
43 demolition and civil improvement plan check process and certification of the County's
44 compliance with City water quality control plan and ordinance requirements .County shall
45 submit grading, subsurface demolition and civil improvement plans to the City for plan review
1 and City will provide any review comments back to County to be addressed. The Parties each
2 agree to process plan submittals in a timely manner (either as part of the ongoing communication
3 process provided for in Section 4.5 or otherwise).
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5 1.7.5 The City shall exercise its processing, review and approval authority in a manner
6 that does not discriminate against County as compared with other public agencies developing
7 property within Tustin Legacy, and will follow the City's normal timely review and approval
8 process.
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10 1.7.6 The County Property is located within the Peters Canyon watershed and, therefore,
11 the County acknowledges and agrees that it is subject to a Joint Cooperative Agreement D02-119
12 between the City, the County, and the Orange County Flood Control District ("OCFCD") (the
13 "OCFCD Cooperative Agreement").
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15 1.8 Not a Development Agreement. This Agreement is not a Development
16 Agreement as provided in Government Code Section 65864 and is not a grant of entitlement,
17 land use approval or vested right in favor of County. The City shall cooperate in good faith,
18 within applicable legal constraints and consistent with applicable City policies, and take such
19 actions as may be necessary and appropriate to effectuate and carry out this Agreement in a
20 timely manner.
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22 2.0 EFFECT OF AGREEMENT IS BINDING
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24 This Agreement, and all of the terms, covenants, obligations, rights, standards, and
25 conditions of this Agreement, shall run with the land comprising the County Property and shall
26 be binding upon and inure to the benefit of the parties and their respective assigns, heirs, other
27 successors-in-interest, lessees, and all other persons or entities acquiring the County Property or
28 any portion thereof or any interest therein. Nothing in this Agreement shall be construed as a
29 dedication or transfer of any right or interest in the title to the County Property, except as
30 otherwise expressly provided in this Agreement. All of the provisions of this Agreement shall be
31 enforceable as equitable servitudes and shall constitute covenants running with the land pursuant
32 to applicable law, including, but not limited to, Section 1468 of the California Civil Code. All of
33 the burdens, obligations, duties, rights, and benefits of the Parties under this Agreement
34 (including without limitation the right of County to construct, develop, and maintain the Tustin
35 Family Campus shall continue in full force and effect, notwithstanding the completion of all or
36 any portion of the Tustin Family Campus..
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38 3.0 PLANNING GOALS
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40 The County Property is designated for development and use as the Tustin Family
41 Campus and is located within and constitutes an integral part of Neighborhood A of the Reuse
42 Plan and Specific Plan. Neighborhood A is part of a broader mix of public-serving uses in an
43 educational environment that includes community college uses, an elementary school site, and
44 County of Orange anticipated facilities including a Regional Law Enforcement Training Facility.
45 The County will plan, develop and maintain the Tustin Family Campus as defined in Exhibit A
1 to this Agreement. The County will use reasonable efforts to plan, develop, and use the County
2 Property in a manner that is supportive of the intent of Neighborhood A and which is compatible
3 with the other uses which may be developed and maintained within Neighborhood A in
4 accordance with the Reuse Plan and the Specific Plan.
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7 4.0 DEVELOPMENT AND REUSE
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9 4.1 Development General Requirements. Subject to the applicable provisions of
10 this Agreement, development of the County Property is subject to applicable Governmental
11 Requirements including but not limited to the Tustin General Plan, the Reuse Plan and Specific
12 Plan, the OCFCD Cooperative Agreement, required mitigation measures contained in the Final
13 EIS/EIR as applicable to the County Property and any Redevelopment Plan(s) enacted hereafter
14 with respect to the County Property..
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16 4.2 Development Standards. Subject to the applicable provisions of this Agreement,
17 the maximum density and intensity of uses, the general location of uses, the number and size of
18 legal lots, the maximum height and size of the proposed improvements, requirements for the
19 dedication and reservation of land for public purposes and other standards of development
20 applicable to the County shall be in accordance with the provisions applicable to the County
21 Property in Chapter 2, Plan Description, and Chapter 3, Land Use and Development/Reuse
22 Regulations, in the Reuse Plan and Specific Plan.
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24 4.3 Development Process. Except as set forth herein, prior to commencing the
25 use of the County Property or the construction or installation of any improvement on the County
26 Property and subject to the applicable provisions of this Agreement, the County shall comply
27 with the Development Processing Requirements in Chapter 4 of the Specific Plan..
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29 The County shall process all appropriate environmental documents for individual projects
30 as required by CEQA and its implementing regulations. The County shall also notify the City of
31 all projects (as that term is defined by CEQA) on the County Property as required by CEQA.
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33 4.4 Major Improvements. Subject to the applicable provisions of this Agreement,
34 County shall not construct or make or permit the construction or making of any Major
35 Improvements on the County Property without providing the Office of the City Manager and
36 City Community Development Department with all documents and information related to any
37 such Major Improvements ("Construction Documents"), including concept drawings, design
38 development drawings, and final construction designs and specifications. Subject to the
39 applicable provisions of this Agreement, the County shall provide the Community Development
40 Department with the Construction Documents at each phase of the development and drafting
41 process, or upon a reasonable request by the Tustin's City Manager's Office or by the
42 Community Development Department, . Subject to the applicable provisions of this Agreement,
43 the City may provide comments to any Construction Documents and the County agrees to give
44 full consideration to all such comments received by the County within thirty (30) business days
45 following receipt by the Community Development Director of the applicable Construction
1 Documents and the County shall not begin construction of the Major Improvement(s) under
2 review by the City prior to the expiration of such thirty (30) business day review period.
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4 4.5 Development Coordination. During the planning and development of the Tustin
5 Family Campus on the County Property, the County shall endeavor to hold regular meetings, at
6 least quarterly, with City representatives including the Assistant City Manager and the
7 Community Development Director, and their representatives, to discuss the planning,
8 development, and operational issues of mutual concern, including the preparation, submission
9 and review of concept plans, design development drawings and Construction Documents. Such
10 meetings shall serve as a forum for exchange of information concerning the design and
11 development of the Tustin Family Campus as well as provide the opportunity for the City to
12 advise the County of other development issues which may affect the County Property.
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14 4.6 Existing Structures and Other Improvements. Subject to the requirements of
15 Chapter 3 of the Reuse Plan, the County shall demolish or upgrade existing structures on the
16 County Property to conform to the Uniform Building Code, as amended by the City, State of
17 California Title 24 Access Compliance (handicapped provisions), and the requirements of the
18 Americans with Disabilities Act ("ADA"). Existing buildings, open space areas, and other
19 improvements on the County Property shall be demolished or upgraded in accordance with
20 Chapter 3 of the Specific Plan.
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22 4.7 Utilities and Infrastructure.
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24 4.7.1 Backbone Infrastructure Improvements.
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26 4.7.1.1 The County acknowledges and agrees that the development of the
27 County Property, together with the development of the remainder of Tustin Legacy, will require
28 the funding and construction of backbone infrastructure improvements located off the County
29 Property, including Tustin Legacy road improvements, traffic and circulation improvements,
30 flood control channels and retention basins, and lighting and landscaping ("City's Tustin Legacy
31 Backbone Infrastructure Program").
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33 4.7.1.2 Except for lighting and landscaping backbone infrastructure which
34 may be funded by a City assessment district, the City hereby waives and agrees to relieve the
35 County of its fair share obligation for the City's Tustin Legacy Backbone Infrastructure
36 Program, whether funded by City Community Facilities District(s), by City Assessment
37 District(s), or by City capital facilities fees, provided that such Tustin Family Campus continues
38 to be owned by the County and is not privatized and the County Property is not subject to County
39 possessory interest taxes. The County agrees cooperate with City to form an assessment district
40 for lighting and landscaping, and to include the County Property in such district, and agrees to
41 the imposition of assessments on terms that do not discriminate against the County Property as
42 compared with other public agency property in the proposed district.
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44 4.7.1.3 Capital facilities also needed to serve Tustin Legacy are facilities
45 for water (domestic and reclaimed), sewer, electricity, gas, telephone, cable and
1 telecommunications ("Other Entities' Tustin Legacy Backbone Infrastructure Program"). The
2 County shall pay its .fair share contribution to the Other Entities' Tustin Legacy Backbone
3 Infrastructure Program to the full extent permitted by applicable law through connection fees of
4 those entities or as otherwise required by each such entity's rules and regulations for service.
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6 4.7.1.4 This Agreement meets the Final EIS/EIR requirement that any
7 development applicant enter into an Agreement to acknowledge its fair share contribution to
8 funding the construction of backbone infrastructure at Tustin Legacy.
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10 4.7.2 Horizontal Improvements. The County acknowledges and agrees that it shall be
11 responsible for design, installation and construction of all Horizontal Improvements for
12 development of the County Property and as required by the City or other utility providers
13 pursuant to any entitlement conditions, Development Permit, the Reuse Plan, Specific Plan or
14 any other governmental requirement.
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17 4.7.3 Utilities.
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19 4.7.3.1 Provision of Utilities. The County shall be solely responsible for
20 obtaining utility services to serve the County Property. Any separate metering of utilities
21 required by any utility service provider shall be the responsibility of the County. The County
22 shall pay all service charges, and all initial utility deposits and fees, for water, electricity,
23 sewage, janitorial, trash removal, gas, telephone, pest control and any other utility services
24 furnished to .the County Property and the improvements on the County Property ("Utilities").
25 The City shall not be liable for any reason for any loss or damage resulting from an interruption
26 of any of these services. In order to facilitate upgrading of utility systems, the City may
27 designate the provider of Utilities and in such event the County shall use such designated
28 provider; provided that the County shall have no claim against the City, of any type, for any
29 failure of such provider to provide such service, and the County's remedy, if any, shall be limited
30 to such provider.
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32 4.7.3.2 Pre-existing- Utility S,, std. The County acknowledges and agrees
33 that pre-existing water, electric, sewer, natural gas, and storm drainage systems may be present
34 on the County Property ("Utility Systems"), that such Utility Systems are no longer operational,
35 and that such Utility Systems will be transferred to County from the City as related personal
36 property by a Bill of Sale upon final execution of this Agreement attached to this Agreement as
37 Exhibit D. The County has indicated their intention to demolish and replace the Utility Systems
38 with new systems as part of the planned development and reuse of the County Property..
39 Recognizing that the Utility Systems may have connected to other former Utility Systems at the
40 former MCAS Tustin, and that there might be hazards with altering the systems, the County, its
41 employees, agents, or contractors, shall not alter, modify, repair, replace, or relocate any part of
42 the Utility Systems without consulting with the City. The County shall be responsible for all
43 costs related to such alteration, modification, repair, replacement, or relocation. Provision of
44 new backbone Utility Systems at the former MCAS Tustin to support new development is a
45 priority to the City. In the event of any conflicts, the City shall not be liable for any loss or
1 damage resulting from the disconnection or interruption of utility services to the County or any
2 interference with the County's use of the County Property necessitated by such activities. The
3 determination to disconnect or interrupt any utility service or interfere with the County's use of
4 the County property may be necessitated in the event of construction coordination issues
5 associated with provision of new backbone Utility Systems. In such the case that the City is
6 aware of such potential anticipated disruption, City will provide County with 72 hours prior
7 notice of such determination, except in the case of utility breakages and emergency interruptions
8 not within the control of the City.
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10 5.0 CONSENT TO REGULATION AND FINANCING
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12 5.1 COUNTY Consent to Regulation. Subject to the applicable provisions of this
13 Agreement, the County acknowledges and consents to the City's regulation of the development
14 and the use of the County Property in accordance with Government Requirements and Specific
15 Plan provisions applicable to the County Property, notwithstanding any other provision of state
16 law or equity to the contrary, including any principle or right of sovereignty or preemption that
17 may otherwise inure to the benefit of the County under the laws of the State of California. The
18 County acknowledges that its compliance with the regulatory program as described in this
19 Agreement is required by the Reuse Plan and Specific Plan and is a primary inducement in
20 securing the conveyance of the County Property from the United States, and in the City's support
21 and approval of such conveyance.
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23 5.2 Consent to Financing. The County consents to and agrees to participate in any
24 Funding Process the City may initiate to finance the Tustin Legacy Backbone Infrastructure
25 Program provided the terms of such Funding Process are consistent with the terms of Section
26 4.7.1.2 of this Agreement and do not discriminate against the County Property as compared with
27 other public agency property within Tustin Legacy.
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29 5.3 No Opposition. The County has reviewed the Reuse Plan and Specific Plan and
30 agrees not oppose any proposed, approved, or existing uses at the former MCAS Tustin which
31 are consistent with the Reuse Plan or Specific Plan.
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33 6.0 ENVIRONMENTAL PROVISIONS
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36 6.1 Environmental Mitigation. The County shall install, contribute, dedicate,
37 improve, or otherwise provide all necessary Environmental Mitigation as applicable for the use
38 and development of the County Property. Such mitigation shall be fully installed or completed as
39 identified in the Final EIS/EIR, as may be amended by an EIS/EIR Addendum, a Supplemental
40 EIS/EIR, or other further environmental documentation. Any Environmental Mitigation required
41 for development may be as described in the Final EIS/EIR, any EIS/EIR Addendum or
42 Supplemental EIS/EIR or other further environmental documentation.
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44 6.2 Adequacy of the EIS/EIR. The County acknowledges that the Final EIS/EIR, as
45 amended (by either Supplements or Addendum) program document is a program level
1 environmental document governing this Agreement and the development of the County Property,
2 provided such development is consistent with the program description for the County Property
3 contained in the Final EIS/EIR, the Reuse Plan and Specific Plan. The County acknowledges
4 and agrees that it is also required to comply with all requirements of CEQA and its implementing
5 regulations in adopting the program document and may be required to conduct additional
6 required supplemental documentation for the development of the County Property and for
7 individual projects on the County Property.
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10 7.0 COVENANTS AND RESTRICTIONS
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12 7.1 Use Covenant. The County covenants for itself and its successors that the
13 County, and its successors, shall use the County Property only for the use specified in Section
14 3.0 of this Agreement. Pursuant to the MCAS Tustin Specific Plan accessory uses and structures
15 may be authorized by the City when customarily associated with and subordinate to the
16 authorized use.
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18 7.2 Maintenance Covenant. From and after the date of acquisition by the
19 County of any portion of the County Property, the County and its successors shall: (i) maintain
20 the portions of the County Property owned by it in a clean and weed-free condition; (ii) maintain
21 any improvements on the County Property under construction consistent with construction
22 industry practice; and (iii) upon completion of all or any portion of improvements, maintain
23 improvements in the same aesthetic and same condition or better as the condition of the
24 improvements at the time a certificate of occupancy is issued on the improvements, reasonable
25 wear and tear excepted.
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27 7.3 Non-Discrimination and Equal Opportunity.
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29 7.3.1 The County covenants and agrees, for itself and its successors, that (a) it shall not
30 discriminate against any employee or applicant for employment on any basis prohibited by law
31 and (b) it has received and read, understands and agrees to be bound with respect to the entirety
32 of the County Property by the Non-Discrimination Covenant contained in the Navy Deed, and as
33 required by California Redevelopment Law.
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35 7.3.2 The County shall provide equal opportunity in all employment practices.
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37 7.3.3 Obligation to Refrain from Discrimination. The County covenants and agrees for
38 itself and its successors that there shall be no discrimination against or segregation of any person,
39 or group of persons, on account of race, color, creed, religion, sex, sexual orientation, marital
40 status, national origin or ancestry in the use, occupancy, tenure, or enjoyment of the County
41 Property nor shall the County itself or any person claiming under or through it establish or permit
42 any such practice or practices of discrimination or segregation with reference to the selection,
43 location, number, use or occupancy of tenants, subtenants, sub-lessees or vendees of the County
44 Property.
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7.3.4 Redevelopment Law; Form of Nondiscrimination and Non-segregation Clauses.
All deeds, leases or contracts that the County enters into that affect the County Property shall
contain or be subject to substantially the following nondiscrimination or non-segregation clauses:
7.3.4.1 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."
7.3.4.2 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."
7.3.4.3 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
segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees or vendees of the
land."
8.0 DEED RESTRICTIONS/COVENANTS RUNNING WITH THE LAND
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2 The obligations of the County set forth in this Agreement shall be covenants running with
3 the land, and shall be binding upon the County and all subsequent owners of the County Property
4 or any part thereof.
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7 9.0 INDEMNIFICATION AND ENVIRONMENTAL PROVISIONS
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9 9.1 COUNTY'S Indemnification. The County shall indemnify, protect, defend,
10 assume all responsibility for and hold harmless the City and its appointed and elected officials,
11 employees, contractors, representatives and agents (collectively referred to as the "Indemnified
12 Parties"), from and against any and all Claims resulting or arising from or in any way connected
13 with the following, provided the County shall not be responsible for (and such indemnity shall
14 not apply to) the gross negligence or willful misconduct of the Indemnified Parties:
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16 A. The County's use of the County Property in any way;
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18 B. Any other activities of the County on the County Property or off-site by the
19 County to support the use of the County Property;
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21 C. Any plans or designs for Improvements on the County Property or off-site by the
22 County to support the use of the County Property prepared by or on behalf of the County,
23 including any errors or omissions with respect to such plans or designs;
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25 D. Any loss or damage to the City resulting from any inaccuracy in or breach in any
26 representation or warranty of the County made under this Agreement, or resulting from any
27 breach or default by the County under this Agreement; or
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29 E. Any development or construction of improvements on the County Property or off-
30 site by the County to support the use of the County Property ,whether regarding quality,
31 adequacy or suitability of the plans, any labor, service, equipment, or material furnished to the
32 County Property, any person furnishing the same or otherwise.
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34 9.2 Peters Canyon Channel Indemnification. The County agrees to the extent
35 permitted by law and until completion of the Peters Canyon Channel Improvements pursuant to
36 the OCFCD Cooperative Agreement to indemnify and defend the City and the OCFCD against
37 any and all claims, loss, liability or damages arising from damage to property or injury to persons
38 resulting from flooding andlor erosion within the County Property resulting from the County's
39 activities on the County Property or off-site to support the use of the County Property. The
40 County shall ensure that it has adequate assets in existence to fund this obligation. These
41 defense and indemnity obligations do not extend to any loss, liability, or damages established b a
42 court of competent jurisdiction to be caused by City's or OCFCD's negligence or willful
43 misconduct in the design or maintenance of existing flood control improvements in the Peters
44 Canyon Channel, provided the failure to improve the Peters Canyon Channel adjacent to the
1 County Property will not constitute negligence or willful misconduct on the part of the City or
2 the OCFCD.
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4 9.3 Environmental Indemnification. Effective as to the County Property, the
5 County shall, to the maximum extent permitted by law, indemnify, protect, defend, assume all
6 responsibility for and hold harmless the Indemnified Parties from and against any and all Claims
7 resulting or arising from or in any way connected with the existence, release, threatened release,
8 presence, storage, treatment, transportation and/or disposal of any Hazardous Materials at any
9 time on, in, under, from, or about or adjacent to any portion or portions of the County Property to
10 the extent that County is undertaking activities off-site to support the use of the County
11 Property), regardless whether any such condition is known or unknown now or upon acquisition
12 and regardless of whether any such condition pre-exists acquisition or is subsequently caused,
13 created or occurring, provided, consistent with applicable laws and regulations, however, that the
14 County shall not be responsible for (and such indemnity shall not apply) to the gross negligence
15 or willful misconduct of the Indemnified Parties. This environmental indemnity shall be
16 included in any recorded short form of this Agreement against said lands and shall be binding
17 upon successors of the County owning all or any part thereof in accordance with Section 9.3 of
18 this Agreement.
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20 9.3 Duration of Indemnities. The indemnities set forth in this Section 9 shall
21 survive any termination of this Agreement, and shall continue to be binding and in full force and
22 effect in perpetuity with respect to the County and its successors.
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24 10.0 REPRESENTATIONS
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26 10.1 City. The City hereby represents to the County that on and as of the date of this
27 Agreement, the City has full capacity, right, power and authority to execute, deliver and perform
28 this Agreement and all documents to be executed by the City pursuant hereto, and all required
29 action and approvals therefore have been duly taken and obtained for this Agreement. The
30 individuals signing this Agreement and all other documents executed or to be executed pursuant
31 hereto on behalf of the City shall be duly authorized to sign the same on the City's behalf and to
32 bind the City thereto. This Agreement and all documents to be executed pursuant hereto by the
33 City are and shall be binding upon and enforceable against the City in accordance with their
34 respective terms.
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36 10.2 COUNTY. The County hereby represents to the City that on and as of the date of
37 this Agreement, the County has full capacity, right, power and authority to execute, deliver and
38 perform this Agreement and all documents to be executed by the County pursuant hereto, and all
39 required action and approvals therefore have been duly taken and obtained for the Agreement.
40 The individuals signing this Agreement and all other documents executed or to be executed
41 pursuant hereto on behalf of the County shall be duly authorized to sign the same on the
42 County's behalf and to bind the County thereto. This Agreement and all documents to be
43 executed pursuant hereto by the County are and shall be binding upon and enforceable against
44 the County in accordance with their respective terms.
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11.0 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
City of Tustin
300 Centennial Way
Tustin, CA 92780
Attn: Community Development Director
With a copy to:
Doug Holland,Esq.
City Attorney
Woodruff Spradlin &Smart
701 S. Parker St., Suite 8000
Orange, CA 92868-4760
(7140) 558-7000
If to County: Thomas G. Mauk
Chief Administrative Officer
County of Orange
Hall of Administration
10 Civic Center Plaza
Santa Ana, CA. 92701-4062
With a copy to: Jess A. Carbajal
Director of Administrative Services
Social Services Agency
888 N. Main St.
Santa Ana, CA. 92701-3 518
12.0 SHORT FORM NOTICE OF AGREEMENT
Upon execution of this Agreement, the City and the County shall execute the Short Form
Notice of Agreement attached hereto as Exhibit "C". The Short Form Notice of Agreement shall
be recorded in the Official Records of the County of Orange, California immediately following
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the execution of this Agreement. The Short Form Notice of Agreement shall be in a form
approved by the City and the City Attorney.
13.0 MISCELLANEOUS PROVISIONS
13.1 No amendment, change, modification or supplement to this Agreement shall be
valid and binding on any of the Parties unless it is represented in writing and signed by each of
the Parties hereto.
13.2 The covenants, representations and warranties contained in this Agreement shall
survive any investigation made by any Party hereto and the closing of the transactions
contemplated hereby.
13.3 The Parties shall fully cooperate with each other in attaining the purposes of this
Agreement and shall take any additional acts or sign any additional documents as may be
necessary or appropriate as related thereto.
13.4 In all cases, the language in all parts of this Agreement shall be construed simply,
according to its fair meaning and not strictly for or against any Party, with the view of preserving
and protecting the intent and purposes of the Reuse Plan and Specific Plan, it being agreed that
the Parties or their agents have all participated in the preparation of this Agreement.
13.5 No waiver of any provision of this Agreement shall be deemed or shall constitute
a waiver of any other provision whether or not similar, nor shall any waiver constitute a
continuing waiver. No waiver shall be deemed a waiver and no waiver shall be binding unless
executed in writing by the Party making the waiver.
13.6 The provisions of this Agreement shall be binding upon and inure to the benefit of
the Parties and the subsequent owner(s) of all or any portion of the County Property and their
respective successors. There are no third-party beneficiaries to this Agreement, and neither Party
shall have any right to assign its rights under this Agreement except for the City's right to assign
this Agreement to a city or other governmental entity that succeeds to the City's jurisdictional
authority concerning the City Property.
13.7 This Agreement may be executed in two or more identical counterparts, each of
which shall be deemed to be an original and each of which shall be deemed to be one and the
same instrument when each Party signs each such counterpart.
13.8 All attachments to this Agreement, including all Exhibits, the references such as
Reuse Plan and Specific Plan are incorporated as a part of this Agreement, as though fully set
forth.
13.9 Each of the Recitals is incorporated into this Agreement.
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13.10 All references to the Parties shall include all officials, officers, personnel,
employees, agents, assigns, and subcontractors of the Parties.
13.11 This Agreement, together with the exhibits attached hereto and the Reuse Plan
and Specific Plan, is intended by the Parties to be the final expression of their agreement with
respect to the subject matter of this Agreement and the complete and exclusive statement of the
terms of this Agreement between the Parties, and supersedes any prior understandings between
the Parties, whether oral or written.
13.12 The failure of either Party to insist, in any one or more instances, upon strict
performance of any of the terms of this Agreement shall not be construed as a waiver or
relinquishment of such Party's right to future performance of this Agreement, but the obligations
of the other Party with respect to such future performance shall continue in full force and effect.
Whenever the terms of this Agreement call for one Party to approve an action or make a
determination before the other Party may undertake or perform such action, said approval or
determination shall not be unreasonably denied or delayed.
19.0 LIST OF EXHIBITS
A. Glossary of Defined Terms
B. Description of County Property
C. Short Form Notice of Agreement
D. Bill of Sale Utility Systems
Signature Page Follows
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The Parties have each executed this Agreement as of the date first written above.
CITY OF TUSTIN
BY:
William Huston, City Manager
ATTEST:
BY:
Pamela Stoker
City Clerk
APPROVED AS TO FORM:
BY:
Doug Holland
City Attorney
COUNTY OF ORANGE
BY:
Chair of the Board of Supervisors
SIGNED AND CERTIFIED
THAT A COPY OF THIS
DOCUMENT HAS BEEN
DELIVERED TO THE CHAIR
OF THE BOARD
Darlene J. Bloom
Clerk of the Board of
Supervisors of Orange County of
Orange County, California
1 APPROVED AS TO FORM:
2 COUNTY COUNSEL
5 By:
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Exhibit A
Glossary of Defined Terms
"Agreement" means this Agreement, the exhibits to this Agreement, and the MCAS
Tustin Specific Plan/Reuse Plan.
"Assistant City Manager" means the Assistant City Manager of the City of Tustin.
"Business Day(s)" means any day on which City Hall is open for business and shall
specifically include Fridays when City Hall is officially closed, Saturday, Sunday or a legal
holiday.
"CEQA" means the California Environmental Quality Act and implementing regulations
and guidelines, contained in Cal. Public Resources Code Section 21000 et seq., and Cal. Code of
Regulations, title 14, Section 15000 et seq.
"City" means the City of Tustin.
"Claim" or "Claims" means any and all claims, actions, causes of action, demands,
orders, or other means of seeking or recovering losses, damages, liabilities, costs, expenses
(including attorneys' fees, fees of expert witnesses, and consultants' and court and litigation
costs), fines, penalties, liens, taxes, or any type of compensation whatsoever, direct or indirect,
known or unknown, foreseen or unforeseen.
"Community Development Director" means the Community Development Director of the
City of Tustin.
"County" means the County of Orange.
"County Property" means the real property located within the bounds of MCAS Tustin
that was conveyed to the County by the Department Human Health Services, and as legally
defined in Exhibit B.
"Development Processing Requirements" means the processing procedures and
requirements contained in Chapter 4 of the MCAS Tustin Specific Plan/Reuse Plan, "Specific
Plan Administration" and as may be amended from time to time..
"Development/Reuse Regulations" means the applicable land use and development/reuse
regulations contained in Chapter 3 of the MCAS Tustin Specific Plan/Reuse Plan, as may be
amended from time to time, including without limitation, height and size of proposed buildings,
rules applicable to landscaping, zoning, subdivisions, setbacks, density or intensity of use,
exactions, timing of development, dedication and reservation of land for public purposes,
1 signage, growth management, traffic demand management consistent with the Trip Budget
2 Tracking System established as part of the EIS/EIR and Specific Plan, and design criteria and
3 guidelines of the City including references in Chapters 2 and 3 to applicable requirements in the
4 Tustin City Code.
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6 "EIS/EIR" means the Joint Final Environmental Impact Statement/Environmental Impact
7 Report prepared and certified for the MCAS Tustin Specific Plan/Reuse Plan, as may be
8 subsequently amended by Supplement or Addendum, and other related discretionary entitlement
9 actions for which the City is the Lead Agency.
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11 "Environmental Mitigation" means the improvements, dedications, applicable payments
12 in lieu of improvements, and the implementation, installation, and/or performance of measures or
13 tasks attributed to the development and use of the County Property that have been identified in
14 ~ the EIS/EIR, as amended (by Supplement or Addendum), or any subsequent required
15 environmental documentation/assessment or pursuant to any Funding Process or identified as a
16 mitigation measure in the EIS/EIR or any subsequent required environmental
17 documentation/assessment which should or will be imposed as a condition of approval of any
18 development on the County Property through any environmental documentation/assessment of
19 any development on the County Property subsequent to the date of this Agreement.
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21 "Federal Law" means all applicable statutes, rules, regulations, and orders of the United
22 States relating to the realignment and closure of military bases, including, but not limited to, the
23 National Defense Authorization Act for fiscal year 1999, the Base Closure Community
24 Redevelopment and Homeless Assistance Act of 1994,. and the National Defense Authorization
25 Act for fiscal year 2000, and the regulations promulgated thereunder, including, but not limited
26 to, 32 CFR Parts 174 and 175, as they currently exist or as may be amended and applicable to
27 this Agreement.
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29 "Funding Process" means any plan or program for the financing of public improvements
30 authorized or allowed under any law, including but not limited to Government Code Section
31 54999 et seq., and Article XIIID, Section 4(a) of the State Constitution, which the City of Tustin
32 may initiate.
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34 "Government Requirements" shall mean all laws, statutes, codes, ordinances, rules,
35 regulations, standards, guidelines and other requirements applicable to the County Property,
36 including the Tustin City Code, issued by any governmental authority having jurisdiction over
37 the Parties, the County Property, or any development project on the County Property, or any
38 component thereof except as otherwise set forth in this Agreement.
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40 "Horizontal Improvements" means the on site and off site infrastructure improvements
41 and utilities and dedications, or any applicable payments in lieu of improvements, which are the
42 full required obligation of the County and are required to be constructed or installed on or in
43 connection with development of the County Property, including all public and private streets,
44 roadways, drives, alleyways, sidewalks and all utilities required for the development of the
45 County Property or to connect to off site infrastructure (e.g., utility connections); provided,
1 however, that Horizontal Improvements shall not include the Tustin Legacy Backbone
2 Infrastructure Program.
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4 "Tustin Family Campus means a facility intended to provide for development of a
5 support living environment to meet the unmet and unique needs of abused and neglected children
6 and their families. Five programs have been identified to provide a collaborative and
7 community-based approach, including:
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• Sibling Residential Homes (two buildings).
• Specialized Residential Youth Homes (two buildings).
• Transitional Homes (one 2-story duplex with two residential units).
• Mother-Child Homes (two 2-story duplexes with four residential units).
• Campus Service Center and ancillary administrative support including Parent Child
Interaction Therapy (PCIT), Early Childhood Development Center/Child Care, and
Medical Care (a two-story building).
The capacity of the Tustin Family Campus will vary according to the individual needs of the
various programs but will have the capability of serving as many as 90 children and their parents
in residence. This is based on:
• 12 children served by the Sibling Residential Homes.
• 12 children served by the Specialized Residential Youth Homes.
• 14 youth served by the Transitional Homes.
• As many as 16 families, up to 40 people, to be served by the Mother-Child Homes.
It is expected that school age children will attend an off-site public school or private school in
the community. The Campus Service Center will include an Early Child Development/Child
Care Center for children residing at the campus and for children in foster homes. It is envisioned
that the child care operations will be in collaboration with the Orange County Children and
Family Commission.
"LRA" means the Local Redevelopment Authority as such term is used and defined
pursuant to Federal Law.
"Major Improvements" means any improvements, alterations, reconstruction repairs,
replacements, additions or changes (collectively the "Changes") that (i) equal an aggregate of
1,000 square feet or more of floor area, (ii) constitute a physical site change, (iii) constitute
construction or Changes to the roofs, exterior stucco or siding, windows or architecture of
buildings on the County Property, or (iv) would normally require a plan check by the State
Architects office.
"MCAS Tustin" means the former Marine Corps Air Station at Tustin, California.
"Reuse Plan" means the MCAS Tustin Specific Plan/Reuse Plan dated October 16, 1996,
including as a part thereof an Errata dated September 1998, and as such MCAS Tustin Specific
Plan/Reuse Plan maybe adopted and amended from time to time.
EXHIBIT B
COUNTY PROPERTY
EXHIBIT C
SHORT FORM NOTICE OF COUNTY/CITY AGREEMENT
COUNTY OF ORANGE 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:
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City of Tustin, California
Tustin City Hall
300 Centennial Way
Tustin, CA 92780
Att: Assistant City Manager
Final Version
6-04-07
Space Above This Line Reserved for Recorder's Use
SHORT FORM NOTICE
OF
AGREEMENT
THIS SHORT FORM NOTICE is entered into this day of 2007
("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 COUNTY OF ORANGE, apolitical subdivision
of the State of California, ("County"). The City and County are sometimes referred to herein
individually as a "Party" and collectively as the "Parties".
RECITALS:
WHEREAS:
1. The City requested that the United States of America (hereinafter the
"Government") convey to the County 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 its capacity as the Local Redevelopment Authority for the former MCAS Tustin,
the City served as the lead agency for preparing the base reuse plan, the applicable
environmental documents under California law, and other documents related to the planning for
the civilian reuse of MCAS Tustin. The City determined that the most appropriate tool to guide
the conversion of the base from military to civilian use and to facilitate review and approval of
03-88098.4
MCAS TUSTIN SHORT FORM NOTICE OF AGREEMENT
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entitlements, permits, and uses was the preparation of a combined reuse plan and specific plan.
The MCAS Tustin Reuse Plan ("Reuse Plan") was developed in accordance with federal
procedures under the Base Closure Law and was adopted by the City of Tustin City Council on
October 16, 1996 and amended by Errata in September 1998. The Reuse Plan was subsequently
reviewed and approved by the United States Department of Housing and Urban Development.
On February 3, 2003 the City approved and adopted the MCAS Tustin Specific Plan/Reuse Plan
setting forth the zoning and entitlement framework for future development of the former MCAS
Tustin ("Specific Plan"), as subsequently amended in 2005 and 2006. The portion of the former
MCAS Tustin located within the City of Tustin is referred to herein as "Tustin Legacy". The
Specific Plan conforms to and implements the Reuse Plan and the Tustin General Plan.
3. In Apri12006, the Government conveyed a four (4) acre parcel at the former MCAS
Tustin to the County (`County Property"). The Reuse Plan and Specific Plan contemplated that
the City and County would enter into an agreement prior to any interim and future reuse of the
County Property for an Intermediate Children's Care Shelter in accordance with the MCAS
Tustin Reuse Plan and the Specific Plan. The County Property is more particularly described in
Exhibit "A," attached hereto and made a part hereof.
4. The City and County have entered into that certain Agreement between the City
of Tustin and the County of Orange for the Tustin Family Campus ,dated ,
2007 ("County/City Agreement"), setting forth the terms and conditions of the development of
the County Property.
6. 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 County/City Agreement and the rights of
the Parties under the Agreement.
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 County/City Agreement 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 County/City Agreement. Copies of
the County/City Agreement are being held by both Parties at their respective addresses.
2. All of the terms, conditions, provisions and covenants of the County/City
Agreement are incorporated in this Short Form Notice by reference as though written out at
length herein and the County/City Agreement 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 provisions of the County/City Agreement and in the event of
03-88098.4 2
MCAS TUSTIN SHORT FORM NOTICE OF AGREEMENT
1 any conflict between the provisions of the County/City Agreement and those of this Short Form
2 Notice, the provisions of the County/City Agreement shall control.
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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.
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9 [SIGNATURE PAGE FOLLOWS]
03-88098.4 3
MCAS TUSTIN SHORT FORM NOTICE OF AGREEMENT
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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"
CITY OF TUSTIN, CALIFORNIA
Dated:
ATTEST:
By:
Pamela Stoker
City Clerk
Dated:
APPROVED AS TO FORM:
By:
Doug Holland, City Attorney
By:
William Huston, City Manager or
Christine Shingleton, Assistant City
Manager
[additional signatures follow)
03-88098.4
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MCAS TUSTIN SHORT FORM NOTICE OF AGREEMENT
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"COUNTY"
COUNTY OF ORANGE
By:
Chair of the Board of Supervisors
SIGNED AND CERTIFIED
THAT A COPY OF THIS
DOCUMENT HAS BEEN
DELIVERED TO THE CHAIR
OF THE BOARD
Darlene J. Bloom
Clerk of the Board of
Supervisors of Orange County of
Orange County, California
APPROVED AS TO FORM:
COUNTY COUNSEL
By:
03-88098.4
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MCAS TUSTIN SHORT FORM NOTICE OF AGREEMENT
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SHORT FORM NOTICE OF COUNTY/CITY AGREEMENT
EXHIBIT A
COUNTY PROPERTY
03-88098.4
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EXHIBIT D
BILL OF SALE FOR UTILITY SYSTEMS
Page 1
BILL OF SALE
FOR FORMER MILITARY PERSONAL PROPERTY
LOCATED AT
THE FORMER MARINE CORPS AIR STATION, TUSTIN
This Bill of Sale ("Bill of Sale") dated as of September , 2007 is made by and
between the CITY OF TUSTIN, a municipal corporation organized under the laws of the State of
California (the "City"), acting in its capacity as the Local Redevelopment Authority for the
disposition and conveyance of portions of the former Marine Corps Air Station Tustin, and the
COUNTY OF ORANGE, a political subdivision of the State of California (the "County").
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") dated May 13, 2002, the Federal
Government through the Secretary of the Navy ("Navy") conveyed to the City certain Utility
Systems on portions of the former Marine Corps Air Station Tustin ("City Owned Utility
Systems").
B. The City and the County entered into that certain Agreement dated as of ,
2007 (the "Agreement") that provides, among other things, for the conveyance of City Owned
Utility Systems to County by bill of sale and development of the Tustin Family Campus by the
County.. Those City Owned Utility Systems are located on County Property more particularly
described on Exhibit A attached hereto and incorporated herein by reference, located in the City
of Tustin ("County Property").
C. Pursuant to the Agreement, the City will transfer to the County pursuant to this
Bill of Sale all Transferred Utility Systems (as defined below) located on the County Property.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and other consideration
set forth herein, it is mutually agreed as follows:
1. Transfer. The City, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, does hereby remise, release and forever quitclaim to the
Developer, all of its right, title and interest in the Transferred Utility Systems.
2. Definition of Transferred Utility Systems. For purposes of this Bill of Sale the
following terms shall have the meanings set forth below:
2.1 "Utility Systems" shall mean all utility distribution systems transferred by the
Navy to the City located on the County Property and shall include the following: (a) all current
City-owned electrical, gas, telephone and cable television systems, including distribution lines,
pad mounted and overhead distribution poles and/or transformers located on the County
Property; (b) all current City-owned conduits and duct banks from outlet or master meters or
connection points to end usage points located on the County Property; and (c) all water, sewer,
and storm drain systems (does not include culvert ditches), including distribution lines and
pipelines from outlet or master meters or connection points on the County Property to end usage
points located on the County Property.
2.2 "Transferred Utility Systems" shall mean those Utility Systems on the County
Property which were transferred from the Navy to the City.
3. Utility Systems Alteration. County agrees that it shall perform all abandonment,
demolition, removal, alteration, modification, repair, replacement, or relocation (each an
"Alteration") of the Utility Systems in accordance with and as required by the Governmental
Requirements, provided that prior to commencing such Alteration, County shall have obtained
the prior written consent of City, which City shall not unreasonably withhold; and provided
further, that it shall be deemed reasonable for City to withhold its consent to such Alteration if
City determines that such Alteration may interfere with the construction and operation of the
Tustin Legacy Project, may negatively impact public health and safety, may negatively impact
the logical and orderly future phasing of Tustin Legacy Backbone Infrastructure Work, may
interfere with the Navy's operations, including without limitation, Remediation of Hazardous
Materials, on the LIFOC Parcels or may interfere with the development or reuse of any portion
of MCAS Tustin.
4. Reversion. Former Military Property; No Warranty. The Personal Property
conveyed under this Bill of Sale was acquired by the City from the Navy by reason of the closure
of the MCAS Tustin. County hereby agrees and acknowledges that the City makes no
representations as to the accuracy of the description of the Transferred Utility Systems or the
fitness, adequacy or safety of such Transferred Utility Systems for any particular purpose. The
Transferred Utility Systems are delivered to County on an "AS-IS-WHERE-IS, WITH ALL
FAULTS" basis, and the County acknowledges that the City has made no representations or
warranties of any kind whatsoever, either express or implied in connection with any matters with
respect to the Transferred Utility Systems or any portion thereof, and further that the City has not
made and does not make and specifically negates and disclaims any representations, warranties,
promises, agreements or guaranties 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, representatives or employees, of concerning the Transferred Utility Systems.
5. Indemnification. The City shall not be responsible for, and the County hereby agrees
that it shall be responsible for and at all times shall relieve, indemnify, protect, defend and hold
harmless the City and its successors and assigns and its appointed and elected officials, agents,
attorneys, affiliates, employees, contractors and representatives and their respective successors
and assigns (collectively referred to as the "Indemnified Parties"), from any and all claims and
demands, actions, proceedings, losses, liens, costs and judgments of any kind and nature
whatsoever, including expenses incurred by the Indemnified Parties 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 (a) any Alteration or activity by, or
on behalf of, the County that affects the Transferred Utility Systems (whether or not consented to
by the City) or County's failure to obtain consent prior to any such Alteration or activity.
6. Miscellaneous.
6.1 Modification. No amendment, change, modification or supplement to this Bill of
Sale shall be valid and binding on the parties unless it is represented in writing and signed by
each of the parties.
6.2 Applicable Law. This Bill of Sale shall be governed by, interpreted under,
construed and enforced in accordance with the laws of the State of California, irrespective of
California's choice-of--law principles.
6.3 Bindin Eg ffect. This Bill of Sale and the terms, provisions, promises, covenants
and conditions hereof shall be binding upon and inure to the benefit of the Parties hereto and
their respective heirs, legal representatives, successors and assigns. By acceptance of this Bill of
Sale, the County hereby acknowledges and assumes all responsibilities placed upon the County
under the terms of this Bill of Sale.
6.4 Counterparts. This Bill of Sale maybe executed in two or more separate
counterparts, each of which, when so executed, shall be deemed to be an original. Such
counterparts shall together constitute and shall be one and the same instrument. This Bill of Sale
shall not be effective until the execution and delivery by the parties hereto of at least one set of
counterparts. The parties hereby authorize each other to detach and combine original signature
pages and consolidate them into a single identical original. Any one of such completely
executed counterparts shall be sufficient proof of this Bill of Sale.
[signature page follows)
IN WITNESS WHEREOF, the parties hereto have, on the respective dates set forth
below, duly executed this Bill of Sale.
Dated:
"CITY"
CITY OF TUSTIN, CALIFORNIA
By:
William Huston, City Manager or
Christine Shingleton, Assistant City
Manager
ATTEST:
By:
Pamela Stoker
City Clerk
Dated:
APPROVED AS TO FORM:
By:
Doug Holland, City Attorney
[additional signatures follow)
"COUNTY"
COUNTY OF ORANGE
By:
Chair of the Board of Supervisors
SIGNED AND CERTIFIED
THAT A COPY OF THIS
DOCUMENT HAS BEEN
DELIVERED TO THE CHAIR
OF THE BOARD
Darlene J. Bloom
Clerk of the Board of
Supervisors of Orange County of
Orange County, California
APPROVED AS TO FORM:
COUNTY COUNSEL
By: