HomeMy WebLinkAbout10 AMENDMENTS TO AGREEMENTS WITH THE NAVY AND SOCCCD RELATED TO ATEPDocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
tiAGENDA REPORT
MEETING DATE
Ito]
FROM
APRIL 5, 2022
MATTHEW S. WEST, CITY MANAGER
ECONOMIC DEVELOPMENT DEPARTMENT
Agenda Item 10
Reviewed: os
�15W
City Manager
Finance Director N/A
SUBJECT: AMENDMENTS TO AGREEMENTS WITH THE DEPARTMENT OF
THE NAVY AND SOUTH ORANGE COUNTY COMMUNITY
COLLEGE DISTRICT RELATED TO THE ADVANCED
TECHNOLOGY EDUCATION PARK CAMPUS AT TUSTIN
LEGACY
SUMMARY
Request for approval of amendments to existing agreements between the City of Tustin
(City) and the Department of the Navy (Navy), and the City and the South Orange County
Community College District (SOCCCD) related to the Advanced Technology Education
Park (ATEP) campus at Tustin Legacy.
RECOMMENDATION
It is recommended that the City Council approve the following amendments to existing
agreements and authorize the City Manager to execute-
- Modification One to the Lease in Furtherance of Conveyance (LIFOC) between the
City and Navy
- Amendment 3 to the Sublease Agreement between the City and SOCCCD
- Amendment 1 to the Implementation Agreement between City and SOCCCD
FISCAL IMPACT
Approval of Amendment 3 to the Sublease Agreement between the City and SOCCCD
includes the removal of a $550 per month sublease/maintenance fee obligation from
SOCCCD to the City.
CORRELATION TO THE STRATEGIC PLAN
These amendments to existing agreements correlate to Goal A: Neighborhood and
Economic Development and Goal D: Strong Community and Regional Relationships.
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
Agenda Report — ATEP Agreement Amendments
April 5, 2022
Page 2
YnTeJ mel aell] Z I of
City/Navy LIFOC and PBCs
The City and the Navy entered into a LIFOC on May 13, 2002 as part of the original
"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" (EDC
Agreement) that resulted in the City leasing from the Navy portions of former MCAS Tustin
while environmental investigation and remediation is performed by the Navy and
overseen by other State and Federal regulatory agencies. Since 2002, portions of the
original LIFOC property have been conveyed to the City, with approximately 141 acres of
land still subject to the LIFOC. The LIFOC allows for the City to sublease property to other
entities under certain conditions and restrictions.
Certain other parcels of former MCAS Tustin were subject to Public Benefit Conveyances
(PBC) but not necessarily a LIFOC, for uses such as the County of Orange (County)
Social Services campus, a City community park and a County regional park. One such
PBC was on a site identified as Reuse Parcel 2 for a 10 -acre County law enforcement
training center.
Original City/SOCCCD Agreements
The City and SOCCCD entered into a Conveyance Agreement in April 2004 for
establishment of a new community college campus called the ATEP campus on
approximately 67 acres of property. Approximately 37 acres of the original ATEP campus
configuration were conveyed in fee from the City to SOCCCD, and approximately 30
acres were subleased to SOCCCD under a Sublease Agreement between the City and
SOCCCD as those portions of the original ATEP campus fell within part of the City's
LIFOC property.
One obligation item of the City/SOCCCD Sublease Agreement required SOCCCD to pay
$550 per month for Operating Expenses for City/SOCCCD shared common areas.
City/SOCCCD/County Agreements & Third Modification to City EDC Agreement
In May 2013, the City, SOCCCD and the County entered into land exchange agreements
to adjust many of the existing property boundaries within Neighborhood A at Tustin
Legacy to create development efficiencies and consolidations of land for each party.
These land exchange agreements resulted in:
1. City: Transferred approximately 14 acres of land south of Valencia to
SOCCCD, and in return received approximately 9 acres of land from
SOCCCD north of Valencia that ultimately increased the size of Veterans
Sports Park site and approximately 5 acres of land from SOCCCD to
expand the site of the new Army Reserve location.
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Agenda Report — ATEP Agreement Amendments
April 5, 2022
Page 3
2. SOCCCD: Transferred approximately 9 acres of land north of Valencia and
approximately 5 acres south of Valencia to City and approximately 10 acres
south of Valencia to County, and in return received approximately 15 acres
of land from City south of Valencia and approximately 10 acres south of
Valencia from County creating more contiguous parcels.
3. County: Rescinded its PBC on Reuse Parcel 2 of approximately 10 acres
of land, and in return received approximately 10 acres of SOCCCD property
for a new animal shelter site.
Because the County rescinded its PBC on Reuse Parcel 2, the City and Navy agreed to
incorporate Reuse Parcel 2 into the City's EDC Agreement for future property conveyance
through the Third Modification to the EDC Agreement, but it was not included in the City's
LIFOC at that time. Therefore, Reuse Parcel 2 was not incorporated into the
City/SOCCCD sublease since the property was not incorporated into the City's LIFOC.
Concurrently with these land exchanges and the Third Modification to the EDC
Agreement, the City and SOCCCD negotiated a Development Agreement (DA) and an
Amended and Reinstated Conveyance Agreement that reflected the property exchanges
and granted entitlements for the ATEP campus for all of SOCCCD's fee and subleased
property, as well as for use of Reuse Parcel 2 (even though it was not leased by City or
subleased to SOCCCD). SOCCCD has marketed Reuse Parcel 2 as part of the ATEP
campus since this time, but the site is owned by the Navy and therefore is not maintained
or secured by the City or SOCCCD.
City and SOCCCD Implementation Agreement
After the land exchanges were completed and the new DA executed, the City and
SOCCCD then entered into an Implementation Agreement in July 2015 that established
the processes and procedures to effectively implement the DA. This agreement
addresses such matters as SOCCCD development application reviews, timelines, and
the City's role in financial and site plan review of any proposed sublessees for third party
development by SOCCCD.
DISCUSSION
The City and SOCCCD initiated discussions to add Reuse Parcel 2 to the City/SOCCCD
sublease to ensure that the site is maintained and secured by SOCCCD. The proposed
amendments to the three (3) governing agreements would accomplish this to the benefit
of all parties. The agreements would be approved and executed in the following order
once SOCCCD approves Amendment 3 to the Sublease Agreement and Amendment 1
to the Implementation Agreement:
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Agenda Report — ATEP Agreement Amendments
April 5, 2022
Page 4
Modification One to the LIFOC
- Parties: City and Navy
- Terms:
o Incorporates Reuse Parcel 2 into City LIFOC property
o Allows for City to sublease the property to SOCCCD
o Allows for site clean-up and building demolition by SOCCCD
- Explanation:
o Navy desires Reuse Parcel 2 to be maintained and secured by intended
recipient
o City will not be obligated to maintain and secure Reuse Parcel 2 as the
property will be passed directly to SOCCCD through Amendment 3 to
Sublease Agreement
Amendment 3 to the Sublease Agreement
- Parties: City and SOCCCD
- Terms:
o Incorporates Reuse Parcel 2 into City/SOCCCD subleased area
o Relieves SOCCCD of $550 monthly Operating Expenses fee
o SOCCCD obligated to maintain and secure Reuse Parcel 2
o Extends term of sublease to May 2052 consistent with City LIFOC term
- Explanation:
o City desires to have SOCCCD maintain and secure all property with ATEP
entitlements (including Reuse Parcel 2)
o $550 fee has not been utilized as originally conceived in 2004 and the new
SOCCCD property responsibilities should result in relief of the fee
o Lease extension corresponds to the term of City/Navy LIFOC
Amendment 1 to the Implementation Agreement
- Parties: City and SOCCCD
- Terms:
o Removes City review of financials of SOCCCD sublessees
- Explanation:
o City removes itself from any potential liability for due diligence of SOCCCD
sublessee financial viability
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Agenda Report — ATEP Agreement Amendments
April 5, 2022
Page 5
CEQA
The City, as lead agency, prepared an original Final Joint Program Environmental Impact
Statement/Environmental Impact Report in 2001 with subsequent supplements and
addenda ("FEIS/EIR") for Tustin Legacy that analyzed the ATEP campus project and its
environmental impacts, and the agreements implementing the project. The potential
impacts of these agreements were previously analyzed in or are substantially similar to
the impacts analyzed in the FEIS/EIR and none of the conditions identified in Public
Resources Code Section 21166 or Section 15162 of the CEQA Guidelines apply.
Execution of Agreements
On March 28, 2022, the SOCCCD Board of Trustees approved Amendment 3 to the
Sublease Agreement and Amendment 1 to the Implementation Agreement. The
recommendation is for City Council to approve the amendments to the agreements
between the City and Navy, and the City and SOCCCD. If approved by the City Council,
the agreements will be executed by the City Manager in the order presented in the staff
report.
Docu Signed by:
1bfff*rKoster
Director of Economic Development
DocuSigned by:
K—en ff6fH'PTdbbe
Senior Management Analyst
Attachments
DocuSigned by:
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61465...
Deputy Director of Economic Development
- Modification One to the LIFOC between City and Navy
- Amendment 3 to the Sublease Agreement between City and SOCCCD
- Amendment 1 to the Implementation Agreement between City and SOCCCD
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
LEASE MODIFICATION ONE (1)
TO
LEASE IN FURTHERANCE OF CONVEYANCE
BETWEEN
THE UNITED STATES OF AMERICA
AND
THE CITY OF TUSTIN
FOR PORTIONS OF THE FORMER MCAS TUSTIN
THIS LEASE MODIFICATION ONE ("Lease Modification One") to the Lease in Furtherance of
Conveyance between the United States of America and the City of Tustin for Portions of the Former
Marine Corps Air Station Tustin dated May 13, 2002 (the "LIFOC")is made this day of
, 2022, by and between the UNITED STATES OF AMERICA, acting by and through the
Department of the Navy, hereinafter called the "Government," and THE CITY OF TUSTIN, hereinafter
"Lessee."
WHEREAS, the purpose of this Lease Modification One is to incorporate Conveyance Parcel 2 (as more
particularly described in Exhibit "A-3" attached hereto) into the Leased Premises (as such term is defined
below) that is subject to the LIFOC, in accordance with that certain 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, as amended by that certain Modification One thereto
dated April 10, 2006, as further amended by that certain Modification Two thereto dated July 31, 2006,
and as further amended by that certain Modification Three thereto dated as of December 19, 2011 (as
amended the "EDC Agreement"); and
WHEREAS, the Government owns a certain portion of former Marine Corps Air Station, Tustin ("MCAS
Tustin"), identified as Conveyance Parcel 2 located within Carve Out -5 ("CO -5"); and
WHEREAS, by way of the LIFOC, the Government granted a leasehold interest to Lessee for those areas
known as Southern Parcels Carve -Out Areas 1 through 11, that were covered under the EDC Agreement
("Leased Premises"); and
WHEREAS, the Government will continue to conduct work under its Installation Restoration Program to
investigate, and remediate chemical releases to the environment resulting from past Navy activities at
former MCAS Tustin; and
WHEREAS, Lessee has requested inclusion of Conveyance Parcel 2 into the LIFOC to sublease the
property to the future property owner South Orange County Community College District (SOCCCD); and
WHEREAS, the Government has found that modification of the Lease on the terms and conditions
hereinafter stated is in the public's interest; and
WHEREAS, Lessee intends to exchange property with County of Orange, for the benefit of SOCCCD, in
accordance with Modification Three to the EDC Agreement; and
WHEREAS, Conveyance Parcel 2 was identified as suitable to lease as evidenced in the Finding of
Suitability to Lease No. 3 dated April 26, 2002; and
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WHEREAS, pursuant to that certain letter dated May 17, 2016, Lessee notified the Government that the
prerequisites set forth in Modification Three to the EDC Agreement had been met, and that Modification
Three to the EDC Agreement was therefore effective.
NOW THEREFORE, in consideration of the terms and conditions hereinafter set forth, the Government
and Lessee covenant and agree to amend the LIFOC as follows:
1. Article 1, Leased Premises: Conveyance Parcel 2, located within CO -5, is hereby added to
the Leased Premises.
2. Article 8.3, Alterations within CO -5, Conveyance Parcel 2: Lessee is hereby authorized to
demolish, at its sole cost and discretion buildings 13, 49, 185, 509 and structures 11, 12, 230
and 240 on the condition that all building foundations remain intact. Should Lessee desire to
perform any additional alterations including the removal of foundations, Lessee shall submit
a request to the Government pursuant to Articles 8 and 13 of the LIFOC.
This Lease Modification One does not change any of the terms or provisions of the LIFOC except as
specifically addressed in this Lease Modification One.
IN WITNESS WHEREOF, the parties hereto have, on the respective dates set forth below, duly executed
this Lease Modification One as of the day and year first above written.
Date:
CITY OF TUSTIN
:•
Matthew S. West
City Manager
Date:
UNITED STATES OF AMERICA
Acting by and through the Department of the Navy,
Ln
AMY JO HILL
Real Estate Contracting Officer
Navy Base Closure and Realignment
Program Management Office
2
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DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
EXHIBIT "A-3" TO MODIFICATION I TO LEASE IN FURTHERANCE OF CONVEYANCE
Legal Description of Conveyance Parcel 2
[See Attached]
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Leat Description
Exhibit "A"
Parcel IV -K-2
(Reuse Plan Disposal Site 2; pD rlion of Carve -Out 5)
1n the City of'Tusein, Cummy +,f orange, Slate of C-Dlifinmi� being that porri n of Nock 10
2 of Irvine's Subdivision wi shown on the map filed in Bmk I, Page 88 sf Mismllmwous
3 Rcvord Jalaps.. and as shown on a map filed in book 145. pages 31 through 39 iticlusivc of
A lfcx-ortls of Survey. bath of the moo ds of said Courcy" described as follows;
1
6 For the parpmc of this dasnnpticn the fol lcewing Cuntmi Line is herby established,
I
8 Control Lilac "A"
4 Dagirming at the intersection of the oentceline of IW Bill Avernm With tlae eerterlierp Of
l t7 Vaiemia Avenue as shown on wild Rruord of Smvey, the cemerline of Red hill Avcnt e
I I having a burring of South 4013fi31" W at belwmn Wcuria Avenue Wid Warner Avez=-,
12 Ihcrtoo South 49¢24'07" East 10613 feet Io rhe begirudng of a curve conmve souchweatmly
13 haying a radius of 14417.04 fit; thence mutheastcrly airtreg, said cw-vt 134.44 fW through
14 a central angle of 5130'W', th+entae South 43"491531" Fast 101.77 feet to the beginning of
15 aurae "cave nrutWAAcrly having a radius of 1400,04 feet; lhcmc sauthcalmly along
lis a said curyc 134.40 feet thmh a centnd englcc sofS"3l o I"i theme South 496191""
Eam
17 506.96 feet to ft b*nning of a rtnrvxs concave nimheasterly hovilag a radius of
18 1 4l O -N feel; thenex aautherasterly and caslerly aping said curve 733.0 fco dutwgb a
iv DuATah angle of 3V01'33"; thence Soutb 79021'27" East 304.99 few to a point hercinaRer
20 referred to as Point 'A",
21
22 Control Ligr "DR
23 Beginning at said Point "X'; Ihmee South 15a3S'3 F" We -it 74-21 feet to the beginning of a
a curve ctrwwo nuahmmAcrly having a radim of 1440.D4 fart; thence southerly and
25 southwesterly albiag "id Curve 828.04 feet through a =mural angle of 3115313" to a pains
t of3
5�' IAn01 UttiC'm7w1�Ul.cnuin6ereC 1'4edlU� IY-K-7 sra.dx10=11 1:73 PM
5764-44062\1535255.4
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
Legal Description
Exhibit "A►"
Parcel IV -K-2
(Remsr Flan Disposal Site 2; portion of Varve -Out 15)
L he>•eunaller to be refi rm-A to as Point thence co-rndnuing sjouthwesterly and wmtcdy
2 along said +;mv 441-51 feet dimugb a cental Fingle of I k-04'06"; thenen
3 South 67'35"50" Wcst 139.46 feet to the laeginning of a curve coneave southmWdy
4 having a radius of 1400M feet; theme westerly and sauthwmilmly alwg aaid ciuva-
5 694.50 feet drruugh a c) nwrei angio of 2$°25' 1 W'.
6
7 Pa.rre) IV -K-2
9 Beginning at the here nbcfgrc dcsstibcd Poini "ll" ; thcnee leaving said Contrvi Uric "I#"
9 North 4(r28'1 67 Wesr 46.00 few to the Trak Point of Beginning, said point feeing the
tD beginning of a auu-langenl curve gomovc northwmerly, having a radius of 1354-04 fpm,
Ti said curve also being concentric with and 46,001'cv narthwest-e ly ofsaid Coritral Line
12 ",B", s radial lime to said beginning Imams: St -Rah W28'1 6" Ca%t; thence southwelerly 471d
13 ymterly along said cowmiric curve 427.11f) fcct through a ccntral ankle of I PfJ4'1716" to a
14 line pair,411el urith and 46 -OCL fecr nur- thvoc�,Urly of said Comm] lane: "ff"; ther®ce ulcg8 swid
15 parallel link South 6735'50" West 1'19.46 f"t io the hcfaitnning of al curve a, move
is snulh�4s1c71y having a radius; of 1446.04 fract, said curve being concentric with MW
17 46,00 fixil no(Mhwcsterly of said Comm[ Unc "13"; Uhcnce soull7we..Aaly along sand
18 eimcrntric curve 184,115 fim[ through a cmdL al angle of 07°17'33."; thence leavl ssaM
19 C[mrAmtric eurvr KAfnh, 49121'14" West 459,00 foot; ;hone North 40'38'46" East
20 486.27 feet; L1,encc mouth ? 38'5W' last 256-30 feet; thence Nori.1 71 °36'25" EmsL
21 351,77 ftell; 14mr South 15649'01" East 382.85 feet Lta the True Print Of Re�ia3nin�
22
,5 6
Cuntai;ning 436,043 square fret or 10.41 acres, mDre or less
2ofa
S. 1V -k-2 Ilerl,+k3c9447#LL 3: a� PfWI
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DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
Legal Description
Ex,bli4h "A"
Parcel IV -K-2
(Meuse Plan Disposal Site 2; portion, of Carve -Out S)
As shown on Exhibit "B" anwhed herein wd, by this refererw a mule w hereof,
Prepared undcr my supervFF;irrn
(,r3
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DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
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AMENDMENT NO.3 TO SUB -LEASE
BETWEEN THE CITY OF TUSTIN
AND
THE SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT
FOR A PORTION OF MCAS TUSTIN
THIS AMENDMENT NO.3 TO SUB -LEASE (this "Amendment No. 3"), is made this
day of , 2022 (the "Effective Date") by and between the CITY OF TUSTIN, a
municipal corporation organized under the laws of the State of California ("Landlord"), and the
SOUTH ORANGE COUNTY COMMUNITY COLLEGE DISTRICT, a public agency
("Tenant").
RECITALS
A. Pursuant to 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" between Landlord and the United States of America, acting by and through the
Department of the Navy (the "Navy") and dated as of May 13, 2002 (as amended from time to
time, the "LIFOC"), Landlord holds a leasehold interest in a portion of the former MCAS Tustin
property.
B. Pursuant to that certain "Sub -Lease between the City of Tustin and the South
Orange County Community College District for a Portion of MCAS Tustin" dated April 29,
2004, as amended by Amendment No. 1 thereto dated August 8, 2013 and Amendment No. 2
dated August 7, 2014 (as so amended, the "Original Sublease"), Landlord subleased the Leased
Premises described therein to Tenant. All capitalized terms not otherwise defined herein shall
have the meaning ascribed to such terms in the Original Sublease.
C. Landlord and the Navy are in the process of amending the LIFOC to include
within the Leased Premises subject thereto that certain real property more particularly described
in Exhibit A-1 attached hereto (the "County Exchange Parcel"). Upon amendment of the
LIFOC to add the County Exchange Parcel to the Leased Premises thereunder, Landlord desires
to concurrently add the County Exchange Parcel to the Leased Premises under the Original
Sublease and Tenant has agreed to such amendment to the Original Sublease on the terms set
forth herein.
D. Section 3.2.1 of the Original Sublease obligates Tenant to deliver payments to
Landlord, in the amount of $550 per month, in reimbursement of Landlord's Operating Expenses
for common areas within or adjacent to the Leased Premises (the "Expense Reimbursement
Payments").
E. Tenant is in the process of developing a mixed-use educational and commercial
project known as the Advanced Education and Technology Park ("ATEP") on the Leased
Premises and certain real property located adjacent thereto and owned in fee by Tenant
(collectively, the "ATEP Campus"). Development of the ATEP Campus is subject to the terms
of that certain "Development Agreement and Amended and Restated Agreement for Conveyance
of a Portion of MCAS Tustin and the Establishment of an Advanced Technology Educational
Campus" between Landlord and Tenant recorded in the Official Records of Orange County,
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California (the "Official Records") on May 23, 2013 as Instrument No. 201300312995, as
amended by an Amendment No. 1 thereto dated July 8, 2014 and recorded July 9, 2014 as
Instrument No. 2014000272537 and re-recorded August 7, 2014 as Instrument
No. 2014000318112 in the Official Records (as amended from time to time, the "DA").
Landlord and Tenant further entered into an Implementation Agreement dated as of July 16,
2015 (the "Implementation Agreement" and collectively with the DA, the "DA Documents")
setting forth more detailed provisions for implementation of the requirements of the DA. The
DA Documents include, among other terms, (i) restrictions on uses that may be developed and
operated on the ATEP Campus as set forth in Article 5 of the DA (the "DA Use Restrictions"),
(ii) procedures for review and approval of site improvement documents as set forth in Articles 4
and 5 of the Implementation Agreement (the "DA Design Review Provisions") and
(iii) provisions for conveyance of fee title to the Leased Premises (or portions thereof) to Tenant
promptly upon the Navy's conveyance thereof to Landlord, as set forth in Article 9 and
Article 10 of the DA (the "DA Conveyance Provisions").
F. Tenant is currently designing certain buildings and related improvements to be
constructed at the ATEP Campus for occupancy by Saddleback College (collectively, the
"Saddleback Improvements"). A portion of the Saddleback Improvements will be constructed
on a portion of the Leased Premises as generally depicted in Exhibit A-2 attached hereto (the
"Saddleback Premises").
G. In order to preserve Tenant's right to obtain fee title to the Saddleback Premises
in the event that the term of the DA expires prior to conveyance to Tenant of fee title thereto and
to otherwise ensure Tenant's ability to develop and occupy the Saddleback Improvements in the
manner contemplated in the DA Documents, Tenant has requested certain amendments to the
Sublease relating thereto.
H. Landlord and Tenant now desire to amend the Original Sublease to (i) supersede
the provisions of the Sublease as to development, use and occupancy of the Saddleback Premises
with the DA Use Restrictions and DA Design Review Provisions, (ii) incorporate the DA
Conveyance Provisions into the Sublease effective upon expiration of the DA and (iii) extend the
term of the Sublease as to the Saddleback Premises until such time as Tenant acquires fee title
thereto. Landlord has further agreed to waive Tenant's obligation to pay the Expense
Reimbursement Payments and to refund any such Expense Reimbursement Payments received
from Tenant retroactive to June 1, 2021.
NOW THEREFORE, in accordance with the foregoing and in consideration of the
promises and mutual covenants hereinafter set forth, Landlord and Tenant agree to amend the
Original Sublease as follows:
1. Legal Description of the Leased Premises. Concurrently with the effective date
of an amendment to the LIFOC entered into between the Navy and Landlord to add the County
Exchange Parcel to the Leased Premises subject to the LIFOC, in substantially the form of
Attachment "1" attached hereto (the "LIFOC Amendment"), the County Exchange Parcel shall
be deemed concurrently added to the Leased Premises under the Original Sublease, without any
requirement for further consent or other action on the part of Tenant. From and after such
effective date, all terms, covenants, conditions and obligations set forth in the Original Sublease
regarding the Leased Premises shall be deemed applicable to the County Exchange Parcel.
2
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2. Term of Sublease. Section 2.1 of the Sublease is hereby amended to add the
following sentence:
"Without limiting the foregoing, in the event that the term of the Lease would otherwise
expire prior to Tenant's acquisition of fee title to that portion of the Leased Premises
consisting of the Saddleback Premises (as such term is defined in Amendment No. 3 to
this Lease), then the Term of this Lease shall be automatically extended, as to that portion
of the Leased Premises constituting the Saddleback Premises only, through the date
which is the earlier of (i) the date on which Tenant acquires fee title to the Saddleback
Premises, (ii) the date which the Sublease or this Lease terminates due to Tenant's
material default; provided that Landlord agrees that upon Landlord's approval of a
grading permit for the Saddleback Premises pursuant to the DA, Landlord waives its right
to terminate the Sublease for such material default, but retains all other rights and
remedies it may have, or (iii) the date on which Landlord's leasehold interest in the
Saddleback Premises arising under the LIFOC expires pursuant to the terms thereof. The
Saddleback Premises is generally depicted on Exhibit A to Amendment No. 3 to this
Lease; provided that the exact boundaries of the Saddleback Premises will be determined
based on the final as -built location of the Saddleback Improvements (as such term is
defined in Amendment No. 3 to this Lease). Upon completion of the Saddleback
Improvements, Tenant shall prepare and deliver to Landlord a metes and bounds legal
description of the final location of the Saddleback Premises, which legal description shall
automatically and without further action of the parties supersede Exhibit A to
Amendment No. 3 for purposes of defining the Saddleback Premises."
3. Operating Expense Reimbursement Payments. Section 3.2.1 of the Original
Sublease (concerning Tenant's obligation to reimburse a portion of Landlord's Operating
Expenses) is hereby terminated, and shall be of no further force or effect. Landlord hereby
agrees to refund to Tenant all Expense Reimbursement Payments made by Tenant retroactive to
June 1, 2021. Such refund shall be disbursed to Tenant within ten (10) business days after the
Effective Date hereof.
4. DA Use Restrictions. Without limiting any other provisions of the Sublease,
Sections 4.1, 8.1 and 8.9 of the Sublease shall not, as of the Effective Date, be applicable to the
use and occupancy of the Saddleback Premises. Tenant's use and occupancy shall be governed
by Section 11.1 of the DA, which replaces Sections 4.1, 8.1 and 8.9 in their entirety, and
Tenant's obligation to comply with legal requirements, obtain permits and licenses and pay
required fees shall be governed by the provisions of the DA Documents relating thereto.
5. DA Design Review Provisions. Notwithstanding the provisions of Section 9.0 of
the Sublease, design and construction of the Saddleback Improvements, as well as any future
replacements or alterations thereof, shall be governed solely by the DA Design Review
Provisions and other provisions of the DA Documents. In the event of any conflict or
inconsistency between the provisions of Section 9.0 of the Sublease on the one hand and the DA
Design Review Provisions or other provisions of the DA Documents on the other hand, the DA
Design Review Provisions or other provision of the DA Documents shall prevail.
3
5764-44062\1511340.12
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-lA743A3ADD90
6. DA Conveyance Provisions. The DA Conveyance Provisions are hereby
incorporated by reference into the Sublease with respect to the Saddleback Premises as if set
forth herein. For the avoidance of doubt, in the event that Tenant has not acquired fee title to the
Saddleback Premises prior to expiration of the term of the DA (as such date may be extended,
the "DA Expiration Date"), the DA Conveyance Provisions shall continue to be in full force and
effect with respect to the Saddleback Premises until the expiration of the Term of the Sublease.
7. Demolition of Improvements on County Exchange Parcel. Landlord
acknowledges and agrees that Tenant shall have the right to demolish the improvements on the
County Exchange Parcel as set forth in Section 2 of the LIFOC Amendment, subject to the terms
and conditions of the LIFOC (as amended by the LIFOC Amendment) and the Sublease.
8. Full Force and Effect. Except as modified by this Amendment No. 3, the
Original Sublease shall remain in full force and effect.
9. Counterparts. This Amendment No. 3 may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
10. Incorporation of Exhibits and Attachments. Exhibit A-1 and Exhibit A-2, as
well as Attachment 1, each attached to this Amendment No. 3 are hereby incorporated into this
Amendment No. 3 by this reference.
[Signature Page Follows]
4
5764-44062\1511340.12
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-lA743A3ADD90
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
No. 3 as of the Effective Date set forth above.
CITY OF TUSTIN:
MATTHEW S. WEST
City Manager
Approved as to Form:
51
David E. Kendig, City Attorney
SOUTH ORANGE COUNTY
COMMUNITY COLLEGE DISTRICT:
ANN -MARIE GABEL
Vice Chancellor, Business Services
Approved as to Form:
SOCCCD Counsel, Jackson Tidus
LI -A
5
Andrew P. Bernstein, Esq.
5764-44062\1511340.12
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
EXHIBIT A-1
County Exchange Parcel
(See Attached)
EXHIBIT A -I
5764-44062\1511340.12
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-lA743A3ADD90
Legal Description
Exhibit "A"
Par -cel IV -K-2
(Reuse Plan Disposal Site 2; portion of Carve -Out 5)
I 1n the city of Tustin, Coinr¢y of f}wgc, Stac of lvu fornia, being that purtiou sof block Ila
2 of Irvine's SulAivision as shuwa on %c mip lalcd in Book 1. Page 68 crfMis�ellereeou�
Rcwrd Map-, and ar" shmown on a nmp riled in book 10, p;zg" 31 thF[)ugh 39 inclusive Of
A Reetn& of Survey, both of the remMs of said County, dcscribcd ag follows:
5
6 F or the purpose ref this ateseripLion ft t'nl�nwing Control Line is hereby established:
7
a Contrail tine "A"
9 Begi.tnting at Lhe int don of !the centerline of Red I IA1 Avcnuc with the centerline of
10 Vdlenciu Avcnuc as shown on :said Record of Survey, the eengralinn of Red Hill Avenue
I I havi ng a bearing of South 40°37'3}" Wcsl bawc i Valencia Avenue aMd. WarrWr Avenue;
12 thence South 491120'47" East 106,23 feel to the beginning of a eurvc concave southwesterly
13 having ii mchus of 14M.04 feet; Lhrr"cC miurf�gterly akong said curve 134.49 feet through
14 a central angle sof 503.0114"; Vx-m a South 43049'53" F -,t 101,77 poet to the beginning ofa
is curve mnravv northeasterly having, a tatHus of 1400,04 festa thence southew(cdy along
16 said curve 134.40 fret fhtaugh a cerrtrai angle o0l'30'41"; tite= South 49°1'9"54" Eft
17 586.96 fect to the bcg[nning of curve coli ave xuortht`Aaffly having a radius Of
18 1400.134 feel; lheaacc southeasterly and +easte:rly along moi$ curvy 713. 0 feet through n
19 central angle of 300011'33"; tbcnrc South 79 2V27" Eats! 309.499 Fent to a point hereinafter
20 referred to as Point 'A".
ex r�¢nitro� Lias "�"
?1 Beginning at sdid Poiatt "A"; then. Stinulh 15"38'31" iWe.&t 74.21 fret to the beginning Of a
_a ourve cdoerpc northutstcrly ]caving a radius of 1400.04 feel; thence southerly and
25 p .soailhwestuly elan& -aid carve 826,44 fetL through a Central An& of 33953,13" to a paint
I af3
&: ua$I L12Uia[puns'Jitnu aide rctl F*-dq,1g614Nm4 rY-K-2 Rvv1 dor 10M11 32:1 PM
EXHIBIT A-1
2
5764-44062\1511340.12
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-lA743A3ADD90
t
2
a
S
2,
Legal Description
Exhibit "A,r"
Pared I V -K -Z
(Rcuic Plain Disposal Site 2; portion of Carve -Out 5)
he =inallter W be yeti eed to Wit. Polvt "D thrmc con6nsling southwesterly rued wrAerly
slag said curve 441.51 fit fleouph a central angl-c of I r04106''; thence
Ith 67°35'SW' ` lest 139.46 facet tra the beginning of curvc con"ve soathew rlY
hawing a radius of 14411.44 feet; thence vrstcrly and s*whviesterly a1ang said curve
694.50 feet throuo a orntred angle of28025A 9".
Farts IV -K-2
Ile ginning at tllc hereinbefore described Point `D" ; thence leaving said Control Lira "13 -
North 4&'28'16" West 46.00 feet to the True Poiret cif BEgineing, said point being flee
*ginning of to non -tangent curve concave northwesterly, having a radius of € 354.04 6a t.
wed curve sire hying comcntric with: and 46.00 feet northwesterly ref raid ConnA fine
"B'", a nedial lime tO said beginning bears Soulb 40'28'16' EasL; Thence wathwcaeriy and
,mmlerty along wdi concentric curve 427.00 feet through g v,.ngral angle of 18e04I%' to a
litre parallel with. and 46-00 feet na thveesterly of mid Conlrvl lane "W'. thence along said
paraflet live Suuth 6715'50" 0" Wzm 09.46 feet to the beginning of a cwrvc concave
southeasterly bavin$ a radius of 1446.04 feet, mid curve hc-.ing can t6c with and
46.00 ket nurhwe3Ler1y of said Cantml tine "JBL; thence waIhwrorri;y along mid
ccutTic curve 184.115 feet through u certrat angle of 07" 1733"1 thcure leaving quid
concenbic curve North 4921 A4" Wwrt 459.00 feet, thcmcc North 44°38'46" Fast
486.27 feed; thealce South 77"3$159,' East 756.30 fejt; them North 71136'25" Fj,-it
351.77 f=k; thence South 15"49'01" East 382. $9 feet to The 'True Faint o 1 cgisrnin&
Containing; 43+6,043 NUare feet nr 10.01 acres, rnrme err less
2of3
ti L' w118 2rAhlcpw f{�w idr�crlsVrpal•t'mrce
MK -2,K.1 *.; IQW1 11,21 PM
EXHIBIT A-1
3
5764-44062\1511340.12
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-IA743A3ADD90
Legal Description
Ex1hibit "A"
Parcel TV -K-2
{Reuse Pis n D isposa I Site 2,; portion of Ca rve--Om t 5)
L I A5 5hovm on Exhibit -B" aftwhcd ham and by this refem-rwe madv a pan hamof.
2
j llrqw-ed uftdcr my nupftrvision
4
Pau .1. Fiupwrick, P I -S 6777 bale
H3
ll
3
14
15
16
17
IK
N
-,Q
=1
2j
15
76
3 4)F 3
4'4ucdF.R"-F1(V.0 IV-K-2.RP* I "k. I Lv;wj I I 2"k FM
EXHIBIT A -I
4
5764-44062\1511340.12
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-lA743A3ADD90
A++l A -TMJ Ti R P O �, A s
i�
�Fi
ShF's 9
EXHIBIT A-1
5
5764-44062\1511340.12
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
C
M
CL
m
+f
ei5
EXHIBIT A-2
Saddleback Premises
U
<Lu
CO V3
LU
�UJ
�CC
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LU
LU
e�
EXHIBIT A-2
I
5764-44062\1511340.12
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
ATTACHMENT "1"
LIFOC Amendment
(See Attached)
5764-44062\1535255.4
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
LEASE MODIFICATION ONE (1)
TO
LEASE IN FURTHERANCE OF CONVEYANCE
BETWEEN
THE UNITED STATES OF AMERICA
AND
THE CITY OF TUSTIN
FOR PORTIONS OF THE FORMER MCAS TUSTIN
THIS LEASE MODIFICATION ONE ("Lease Modification One") to the Lease in Furtherance of
Conveyance between the United States of America and the City of Tustin for Portions of the Former
Marine Corps Air Station Tustin dated May 13, 2002 (the "LIFOC")is made this day of
, 2022, by and between the UNITED STATES OF AMERICA, acting by and through the
Department of the Navy, hereinafter called the "Government," and THE CITY OF TUSTIN, hereinafter
"Lessee."
WHEREAS, the purpose of this Lease Modification One is to incorporate Conveyance Parcel 2 (as more
particularly described in Exhibit "A-3" attached hereto) into the Leased Premises (as such term is defined
below) that is subject to the LIFOC, in accordance with that certain 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, as amended by that certain Modification One thereto
dated April 10, 2006, as further amended by that certain Modification Two thereto dated July 31, 2006,
and as further amended by that certain Modification Three thereto dated as of December 19, 2011 (as
amended the "EDC Agreement"); and
WHEREAS, the Government owns a certain portion of former Marine Corps Air Station, Tustin ("MCAS
Tustin"), identified as Conveyance Parcel 2 located within Carve Out -5 ("CO -5"); and
WHEREAS, by way of the LIFOC, the Government granted a leasehold interest to Lessee for those areas
known as Southern Parcels Carve -Out Areas 1 through 11, that were covered under the EDC Agreement
("Leased Premises"); and
WHEREAS, the Government will continue to conduct work under its Installation Restoration Program to
investigate, and remediate chemical releases to the environment resulting from past Navy activities at
former MCAS Tustin; and
WHEREAS, Lessee has requested inclusion of Conveyance Parcel 2 into the LIFOC to sublease the
property to the future property owner South Orange County Community College District (SOCCCD); and
WHEREAS, the Government has found that modification of the Lease on the terms and conditions
hereinafter stated is in the public's interest; and
WHEREAS, Lessee intends to exchange property with County of Orange, for the benefit of SOCCCD, in
accordance with Modification Three to the EDC Agreement; and
WHEREAS, Conveyance Parcel 2 was identified as suitable to lease as evidenced in the Finding of
Suitability to Lease No. 3 dated April 26, 2002; and
5764-44062\1535255.4
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
WHEREAS, pursuant to that certain letter dated May 17, 2016, Lessee notified the Government that the
prerequisites set forth in Modification Three to the EDC Agreement had been met, and that Modification
Three to the EDC Agreement was therefore effective.
NOW THEREFORE, in consideration of the terms and conditions hereinafter set forth, the Government
and Lessee covenant and agree to amend the LIFOC as follows:
1. Article 1, Leased Premises: Conveyance Parcel 2, located within CO -5, is hereby added to
the Leased Premises.
2. Article 8.3, Alterations within CO -5, Conveyance Parcel 2: Lessee is hereby authorized to
demolish, at its sole cost and discretion buildings 13, 49, 185, 509 and structures 11, 12, 230
and 240 on the condition that all building foundations remain intact. Should Lessee desire to
perform any additional alterations including the removal of foundations, Lessee shall submit
a request to the Government pursuant to Articles 8 and 13 of the LIFOC.
This Lease Modification One does not change any of the terms or provisions of the LIFOC except as
specifically addressed in this Lease Modification One.
IN WITNESS WHEREOF, the parties hereto have, on the respective dates set forth below, duly executed
this Lease Modification One as of the day and year first above written.
Date:
CITY OF TUSTIN
Matthew S. West
City Manager
Date:
UNITED STATES OF AMERICA
Acting by and through the Department of the Navy,
12
AMY JO HELL
Real Estate Contracting Officer
Navy Base Closure and Realignment
Program Management Office
4
5764-44062\1535255.4
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
EXHIBIT "A-3" TO MODIFICATION 1 TO LEASE IN FURTHERANCE OF CONVEYANCE
Legal Description of Conveyance Parcel 2
[See Attached]
ATTACHMENT "I"
5764-44062\1511340.12
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-lA743A3ADD90
6
7
a
9
14
II
12
13
14
15
IG
k7
18
19
Legal Description
Exhibit "A"
Parcel TV -K-2
(Reuse Plan Disposal Site 2 portion ofCarve-Out )
In the City of Tustin, County of Orange, Stase af California, being that pnrtinm of Flock 10
of Irvine's :Subdivision els shown can the map fa loci: is Book I , Page 88 of MiWella wQU.5
Record 1vlaM and aF; shown on a map filed in book 165, pzg" 31 thrraugb 39 inclusive of
Recut ds of s13rvav, beth of the regards of said County, dcserihcd ag follows;
For the purNse of this deseripOon ttt fol loving Conwol Lime is hereby established:
Ccn#rol L fne "A"
Begirm rig et the immcdom of Lbe centerline of Red If It Avcout with the centerline of
Vnlemiu Avoncoo as shown on said Record of Survey, dse ve nttaligc of Rcd Bill Avenue
havi rig a bearing of South 40°37'3+;!" ` cal bctwccn Vm1e [a Avenue and Warncr Akvcnue;
thence Smah 49120'07" F.ag 106.23 feel to the beginnine of a eurve cmumve southwesterly
having a raus of 14+00.04 fejt; these" south; *Tly aloGg said curve 134.49 feel through
a central woe of 51J0'1 4V1, thcoee South 43449'53" Fast 101,77 Fest to the beginning ofa
curve concavc northeasterly having, a radius of 1400.04 feet; thence mmAhe telly along
mild curve 134.44 feet til mgh a central &ogle of 5°3WOI'; thvnro South 491W54" 1 54" Fit
586-96 feel to the beginning of a curve concave 1Flbehe&atmly having a rff&La of
1400.04 few thence southeasterly and masterly mien& vWd curve 733.69 feet: through a
m lrml angle of 30101'33"; thaws South 7921'2T' Fast 309-94 Fcvt to apoint hereimfter
referred to as Point "A",
Conirul Line "$"
?3 Beginming at said Point "A"; Ownce Soulh 15'38'3 3" Fest 74-23 f t to the beginning of a
1A cum ntrrrcavr northwesterly having a radi" rrF 144M1.04 feet; thence southerty and
25 j .southwestmly airing said curve 826.04 feet through a cenlral angle of 3395313" to 9 paint
t of3
S:4ue lU21CMrpunsSlleeurn hefed1► d3115/el Fra!!rv-K-7.Rrr1 doh 16rWk 1321 PM
ATTACHMENT "1"
2
5764-44062\1511340.12
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-lA743A3ADD90
9
Legal Description
Fxhirbit'"Ar"
Pared IV -I<-2
(Rcu a Ilan Dispoisi Site 2; portion of Carve -Out 5)
[ hcT6TafTerW be ref;Drred Lo as. Faint "D"; thcwc condiluing anuthweslerly atud wrsterly
2 along said curi.%c +11.51 feet ihruu�h a rveartral angl-c o1; I rO4'06', thence
I South 67135150" %+est 139.46 feel to the Ix -ginning ufa curve concave southeemerly
a having a radius of 1400-04 feet; theme wc;stcrly mW sotalhviemerlw Mang said curvo
s
694,$0 fixt throvgh a crnire3 angle cif 28•'25' 19".
7 Pxrccl [4°-K-2
8 Beginning at the hereinbefore dese4 ibed PE)int "D" ; lhenac leaving said Control Lick "13"
9 North 400281V Wesi 46.00 feet to the True Point of BEginning, said point being [Ire
itv brgirenin8 ref a non -tangent curve concove northwesterly, having o n0lus of 1354..04 bort,
[ t swid curve sIw being conccrar c with and 46.00 feet nOrthweStmIly of ygid Control Linc
12 "13", a radiAl lime to mid beginning bears Soulb 4011-28'16" ERSUI [hence ss1nthwcoerly and
13 %vslerly Jung WO crtrwuntri.c curve 427.04 feet throqh Ei Lcalrral angle q)f 18°84'06" to at
la line parallel with and 46-00 feet norlhovc:�tcriy of said Coninji lane "B"; thenoc• alUng said
15 parallel line South 6735'50" Weil 139,46 Feer to 1he be finning of a curve concave
16 scvdfic:aswrly having yr radius cf 1446.04 feet, sold curve being tn7deemic with and
17 46.00 #ieet nuohw e;realy of said Control Line "B' , iheme rar ijthvacAffhy alwrg 5aid
m 9m=tric curvti 184.05 feet 111rrottgh u ccu±mt angle of 07'17'33", theme Icaving said
19 con=tric curve North 49"21' 14" Wr-q 4590 feed, ihcncc Noah 401311'46" East
At 486.27 fed; Iliencc South 77"311'59" E2st 256-30 feel, thence North 71 °36'25" Emit
21 351.77 fret; thence South 15"44'01" Fiit 382.89 feet w The True Point Of Wzinning-
Cuntaininv. 436,043 squam feet or 10.41 aefif-, MOM yr less.
2 of .1
�-ane+u�o-�rAhn-p�uRp�r�Vcypl�#•me�7V-K� 1fe.l Ic.; II 13:ii PM
ATTACHMENT "1"
3
5764-44062\1511340.12
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-IA743A3ADD90
J
4
5
Iii
13
14
15
16
I7
IR
![1
23
:.I
25
26
Legal Description
Exhihit "A"
Parcel IV -K-2
(Reuse Plan Disposal Site 2; portion of Carve. -Out 5)
A�,,howm on EAhilhit -B" qmwhed hecto uIld b; this r0krulice 111mic, a Pam fiemof,
J0
s11 -0i102 p—AmumtweAJJKM*4mw -nm I 'm I
ATTACHMENT "I"
4
5764-44062\1511340.12
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-lA743A3ADD90
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ATTACHMENT "1"
5
5764-44062\1511340.12
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
AMENDMENT NO. 1 TO IMPLEMENTATION AGREEMENT
THIS AMENDMENT NO.1 TO IMPLEMENTATION AGREEMENT (this
"Amendment No. 1"), dated for identification purposes this day of ,
2022, is entered into by and between the CITY OF TUSTIN ("City"), a municipal corporation
organized under the laws of the State of California, and the SOUTH ORANGE COUNTY
COMMUNITY COLLEGE DISTRICT ("SOCCCD"), a California public agency. This
Amendment No. 1 amends that certain Implementation Agreement between the City and
SOCCCD dated July 16, 2015 (the "Original Agreement'). All capitalized terms not otherwise
defined in this Amendment No. 1 shall have the meanings specified in the Original Agreement.
In consideration of the mutual covenants and agreements set forth herein and for other valuable
consideration, the sufficiency and receipt of which is hereby acknowledged, the City and
SOCCCD agree to amend the Original Agreement as follows:
1. LESSEE APPROVAL PACKAGE. The Lessee Approval Package to be submitted by
the Vice Chancellor to the City Manager pursuant to Section 3.1.2 of the Original Agreement is
required to include, among other things, "current financial statements of the proposed Lessee to
the extent existing (and if not, then other reasonable evidence of financial resources) to
demonstrate that the proposed Lessee is financially responsible" (collectively, the "Lessee
Financial Information'). SOCCCD and City recognize that the Lessee Financial Information
may contain sensitive and non-public information of the proposed Lessee. Therefore,
notwithstanding anything to the contrary in Section 3.1.2.2 of the Original Agreement, SOCCCD
and City agree that the Lessee Financial Information shall not be included in the Lessee
Approval Package submitted by the Vice Chancellor to the City Manager; provided however,
that the Lessee Financial Information shall be made available to City for review at a meeting, if
such a meeting is requested by the City, to take place at the earliest mutually acceptable date (but
in no event later than fifteen (15) Business Days after the date that the Lessee Approval Package
has been submitted to the City Manager). At such meeting, the Vice Chancellor and the City
Manager (or their respective designees) shall meet to discuss the Lessee Approval Package, and
the City Manager (or his/her designee) shall have the right to review the Lessee Financial
Information; provided however, that the City shall not retain copies of the Lessee Financial
Information. If no such meeting is requested by the City, the Lessee shall be deemed approved.
The approval (or deemed approval) by the City of the proposed Lessee pursuant to Section 3.1.3
of the Implementation Agreement shall not be deemed to be a representation or warranty by the
City that the proposed Lessee is financially responsible.
2. NOTICES. The notice addresses for SOCCCD set forth in Section 8.1 of the Original
Agreement are hereby amended and restated in their entirety as follows:
If to City: City of Tustin
300 Centennial Way
Tustin, California 92780
Attention: City Manager
Telefacsimile No.: (714) 573-3012
5764-44062\1412556.4
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
City of Tustin
300 Centennial Way
Tustin, California 92780
Attention: Community Development Director
Telefacsimile No.: (714) 573-3106
If to SOCCCD: South Orange County Community College District
28000 Marguerite Parkway
Mission Viejo, California 92692
Attention: Ann -Marie Gabel, Vice Chancellor of Business Services
Telefacsimile No.: (949) 347-2472
with a copy to: Jackson Tidus
2030 Main Street, 12th Floor
Irvine, California 92614
Attention: Andrew P. Bernstein, Esq.
Telefacsimile No.: (949) 752-0597
3. FULL FORCE AND EFFECT. Except as amended by this Amendment No. 1, the
Original Agreement shall remain in full force and effect, and is hereby ratified and confirmed.
4. CONFLICTS. In the event of any conflict between this Amendment No. 1 and the
Original Agreement, the terms of this Amendment No. 1 shall control.
5. COUNTERPARTS. This Amendment No. 1 may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same document.
[Signatures on following page]
2 5764-44062\1412556.4
DocuSign Envelope ID: E79FCF1F-AF68-4563-80A5-1A743A3ADD90
The Parties have each executed this Amendment No. 1 as of the date first written above.
Approved as to Form:
an
David E. Kendig, City Attorney
Approved as to Form:
SOCCCD Counsel
Jackson Tidus
wo
Andrew P. Bernstein, Esq.
CITY OF TUSTIN,
a California municipal corporation
By:
Name: Matthew S. West
Title: City Manager
By:
Name: Justina Willkom
Title: Director of Community Development
SOUTH ORANGE COUNTY
COMMUNITY COLLEGE DISTRICT,
a California public agency
By:
Name: Ann -Marie Gabel
Title: Vice Chancellor of Business Services
3 5764-44062\1412556.4