HomeMy WebLinkAboutTPFA RES 07-01TPFA RESOLUTION NO. 07-01
A RESOLUTION OF THE TUSTIN PUBLIC FINANCING
AUTHORITY FINDING THAT THE FINAL
ENVIRONMENTAL IMPACT STATEMENT/FINAL
ENVIRONMENTAL IMPACT REPORT FOR THE
DISPOSAL AND REUSE OF MCAS TUSTIN (11FEIS/FEIR11)
AND ITS ADDENDUM IS ADEQUATE TO SERVE AS THE
PROJECT EIS/EIR FOR THE FIRST AMENDMENT TO
TUSTIN LEGACY DISPOSITION AND DEVELOPMENT
AGREEMENT 06-001 (MASTER DEVELOPER) AND THAT
ALL APPLICABLE MITIGATION MEASURES WILL BE
INCORPORATED INTO THE PROJECT AS REQUIRED BY
THE CALIFORNIA ENVIRONMENTAL QUALITY ACT
I. The Tustin Public Financing Authority does hereby resolve as follows:
A. That the First Amendment to the Tustin Legacy Disposition and
Development Agreement (DDA 06-01 (Master Developer is proposed by
and between the City of Tustin, Tustin Public Financing Authority and
Tustin Legacy Community Partners, LLC. (the developer), a Delaware
limited liability company.
B. That the First Amendment to the Tustin Legacy Disposition and
Development Agreement (DDA 06-01 (Master Developer is considered a
"Project" pursuant to the terms of the California Environmental Quality
Act;
C. That on January 16, 2001, the City of Tustin certified the Program Final
Environmental Impact Statement/Environmental Impact Report (FEIS/EIR)
for the reuse and disposal of MCAS Tustin. On April 3, 2006, the City
Council adopted Resolution No. 06-43 approving an Addendum to the
Final Environmental Impact Statement/Environmental Impact Report for
the Disposal and Reuse of MCAS Tustin. The FEIS/EIR and its
Addendum is a program EIR under the California Environmental Quality
Act ("CEQA"). The FEIS/FEIR and its Addendum considered the potential
environmental impacts associated with development on the former Marine
Corps Air Station, Tustin;
D. The City prepared a comprehensive Environmental Checklist for the First
Amendment to the Disposition and Development Agreement (DDA 06-01)
(Master Developer) along with proposed amendments to the Specific Plan
and a Development Agreement which is also being processed by the
developer, attached as Exhibit A hereto. The Environmental Checklist
concluded that the proposed project does not result in any new significant
TPFA Resolution No. 07-01
Page 1 of 45
environmental impacts, substantial changes or a substantial increase in
the severity of any previously identified significant impacts in the FEIS/EIR
and Addendum. Moreover, no new information of substantial importance
has surfaced since certification of the FEIS/EIR and Addendum.
II. The Tustin Public Financing Authority finds that the project is within the scope of
the previously approved Program FEIS/FEIR and its Addendum and that pursuant to
Title 14 California Code of Regulations Sections 15168 (c) and 15162, no new effects
could occur and no new mitigation measures would be required. Accordingly, no new
environmental document is required by CEQA.
PASSED AND ADOPTED at a special meeting of the Tustin Public Financing
Authority held on the 20th day of March, 2007.
LOU BONE,
Chair
PAMELA STOKEF��-.
Recording Secretary
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) SS
CITY OF TUSTIN )
I, Pamela Stoker, Recording Secretary of the Tustin Public Financing Authority of the City
of Tustin, California, do hereby certify that the whole number of the members of the
Directors of the Tustin Public Financing Authority is five; that the above and foregoing
TPFA Resolution No. 07-01 was duly passed and adopted at a special meeting, held on
the 20th day of March, 2007, by the following vote:
DIRECTORS AYES:
DIRECTORS NOES:
DIRECTORS ABSTAINED:
DIRECTORS ABSENT:
,...ILS �.►
TPFA Resolution No. 07-01
Page 2 of 45
Bone, Amante, Davert, Kawashima, Palmer (5)
None (0 )
None (0 )
None (0 )
AGREEMENT
18403:6556.0186,I.
TPFA Resolution No. 07-01
Page 3 of 45
{ Increased i lf, for any reason other tl n a Material Def'a.ult
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TPFA07-01
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Page 5 of 45
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TPFA Flo. 07-01 4
Page 6 of 45
84016.560IR TPFA Resolution No. 07-01
Page 7 of 45
TPFA6WO"' Ao.07-01
Page 8 of 45
ATTEST:
TPFA Resolution No. 07-01
Page 9 of 45
By:
Name:
Its:
B
Name'
TPFA Fftb No. 07-01
Page 10 of 45
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TPFA F$bpdflbA'Aa 07-01 r
Page 12 of 45
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TPFA Resolution No. 07-01
Page 13 of 45
TPFA Rg&M'•�No. 07-01 1
Page 14 of 45
1, J. O 1
KUEDUL ofFORMANCE
M. erec t" tie A�nntt a" Ar n f n.,
.Disposlfion and Development. Agreement (Master !.Developer) which.this Attachment is a
rtreferences to ". Attaehm. ent " :mean the. Attachments. to the DDA unless otherwise
specified. cepa othe�`mse noted, all ea italized terms de ned Rhin the and
the ttae: o:n 1 .1 retain the rn an gs as do ned i the I t velo me t
A r ern.en-t. Reafex ncc to this A.ttaeh.:�e:pt is fo-u ndin Section 8 2.1 Of the�.
additional references to speciiis sect I ion of the DDA aylso he noted as theymay ay pp y
to any actionor timing item. References t the defined terns City and Tustin, in the
8 hedul of Per o�'�3:�atic pp
are i:r�ter�ha g � l� where a -rc►p��late.
Action `iM end
An ontln ent : �rova'is
4.) ExEcUTION OF AGREEMENT
a) Developer delivers e eotited DDA and No later than. 5 Business
Attachment and. doettments . �equ, xed. � 1. � Day'sprlor to City Coune1.
action'n the A.gree ew
b) ev e del ers l nd x c �rti: c t e denei:ng co
e rrently upon defivery
insurance requirement [1.8. 11 of Develooer executed DDA
and, Attach encs to City.
c) ;developer delivers entity. documents 1.8.2.
C :,
oncurrently inion delIvory
of : +ev 1. pe.r executed .ISD.
and Attachments to the City.
d) City executes D.DA
Within. I Business .days
following City Council.
approval of DDA. and
.Acta. linlentsi
e.) �:ctt'Ve Date' of DILA
.D+ate after exec.. ion by City
OfDD.. and Developer's
payment to City of all City
Transaction nse ,
Developer .elivers Prfonnan e Deposit [1.1.3
` ithin 5 Business .r ays
ollowing City Coun.c I
approval l f DDA and
Att c me ts.
TPFA Resolution No. 07-01
Page 15 of 45
TPFA Resolution No. 07-01 " 2 of 8
Page 16 of 45
(4) Developer confirms in writing to City that
No later than I Business
Representations and Warranties set forth in
Day prior to the Close of
Agreement are correct as of the Closing
Escrow.
date [3.1.4(e)]
(5) Developer delivers to City evidence of
No later than Business
Insurance Policies and binders [3.1.4(1)]
Days prior to Close of
Escrow.
(6) Escrow Holder delivers to City and
No later than 3 Business
Developer Closing Cost Statement
Days prior to the Close of
[3.1.4(8)]
Escrow.
iii) City and Developer submit to Escrow
No later than I Business
Holder a Closing Certificate [3.1.5]
Day prior to Close of
Escrow,
iv) Phase I - Sector 'A' Map [3.2.4 (b) and
3.2,5(c)]
(1) Developer submits a complete Sector 'A'
No later than Apri 120,
Tentative Tract Map application to City
2006.
with related drawings and documents.
(2) Upon City determination that Developer
Within 60 Calendar Days.
has submitted a complete application and
completion of any necessary environmental
documentation, City takes action on the
Sector 'A' Tentative Tract Map.
(3) Developer submits a complete Sector 'A'
Within 15 Calendar Days
Final Map with related drawings and
following City Council
documents to City
approvals of the Sector 'A'
Tentative Tract Map.
(4) City takes action on the Sector 'A' Final
Within 30 days following
Map,
the later of (a) Developer's
completing all City, County,
and responsible agency
requested corrections or (b)
all conditions of approval of
the Sector 'A' Tentative
Tract map.
-3of 28- TPFA Resolution No. 07-01
Page 17 of 45
(5) Developer causes the Recording of the
Within 15 Calendar Days
Sector 'A' Final Map
following approval of the
Sector 'A' Final Map by the
City and not less than 15
Calendar Days prior to the
Close of Escrow.
(1) Developer submits to City Preliminary
No later than June 15, 2006.
Draft Hydrology Study(ies) to City
(2) City reviews Preliminary Draft Hydrology
Within 15 Calendar Days of
Study(ics) and provides comments back to
receipt by City of
Developer.
Preliminary Draft
Hydrology Study.
(3) Developer Submits complete revised Draft
Within 15 Calendar Days
Hydrology Study(ics) to City and Orange
after receipt by City of
County Flood Control District
comments on Preliminary
concurrently.
Draft Hydrology Study.
(4) City and the Orange County Flood District
No later than 15 Calendar
consider and approve Hydrology
Days prior to the Close of
Study(ics), and Developer makes any
Escrow, unless otherwise
necessary additional corrections to the
waived per DDA Section
Hydrology Study as requested by the City
3,2.4.
or Orange County Flood Control District.
vi) Phase I - Implementation Strategy for
Master Development Block within the
Community Core [3.2.5(e)l
TPFAResolution No. 07-01 -4of 28-
(1) Developer submits a complete written
No later than May 22, 2006.
Implementation Strategy for the Master
Block, consistent with the Agreement
which shall include the following:
(a) Development Entity for Master
Development Block.
(b) Responsibilities for construction of
Local Infrastructure and Backbone
Infrastructure and installation of
amenities to strengthen Main Street
Concept for retail and pedestrian
activity
(c) Development Strategy
(2) City considers and either rejects, requests
Within 15 Calendar Days
changes to or approves the Implementation
following submittal to the
Strategy.
City of a complete
Implementation Strategy.
(3) Developer completes any modifications or
Within 15 Calendar Days
corrections to the Implementation Strategy
following Developer's
as City may Request.
receipt of City comments.
(4) City approves the Implementation Strategy
Prior to Close of Escrow.
vu) Phase 1 -Design Guidelines (3.2.5(t)]
(1) Developer submits complete Design
No later than June 15, 2006,
Guidelines with the exception of the
except the Chapter on the
Design Guideline Chapter that deals with
Master Block may be
the Master Block.
submitted no later than July
3, 2006.
(2) City considers and either rejects, requests
Within 30 Calendar Days
changes to or approves the Design
following submittal to the
Guidelines.
City of complete Design
Guidelines.
(3) Developer completes any modifications or
Within 30 Calendar Days
corrections to the Design Guidelines as
following Developer's
City may Request.
receipt of City comments.
- (4) City approves the Design Guidelines
Prior to Close of Escrow.
- 5 of 28- TPFA Resolution No. 07-01
Page 19 of 45
Viii) Phase 1 - Closing nate 13.2.11
No later than
April 23, 2007, except that
such date may be extended
per DDA Section 3.2.1.
ix) Phase I - Concept Plan and Sector 'BI Maps
[3.3.5(c)]
- .......
— --
(1) Developer submits an initial Concept Plan
-- - -- =
NE: June 19, 2006
application with related drawings and
NG: December 18, 2006
documents
ND: February 5, 2007
(2) Developer submits a complete Concept
NE: February 16, 2007
Plan application with related drawings and
NG: March 23, 2007
documents
ND: May 13, 2007
(3) Developer submits a preliminary Sector
NE: October 13, 2006
'B' 'Tentative 'Tract Map application
NG: March 23, 2007
ND: May 13, 2007
(4) Developer submits a complete Sector `13'
Within 30 days of following
Tentative Tract Map application with
the Developer's receipt of
related drawings, documents and
comments from the City on
information determined necessary by the
a preliminary Sector '13'
City including but not limited to Traffic
Tentative Map
Studies, Trip Budget data, Hydrology
studies, and other supporting information.
_
(5) Upon City determination that Developer
Within 60 Calendar Days.
has submitted a complete Concept Plan and
Sector '13' Tentative Tract Map
application, approved by the Navy as it
affects LIFOC Parcels and completion of
all environmental documentation, City
takes action on the Concept Plan and
Sector '13' Tentative Tract Map.
(6) Developer submits a complete Sector 'H'
Within 75 Calendar Days
Final Map with related drawings and
following City Council
documents, including Master Association
approval of the Sector `13'
Documents to City.
Tentative Tract Map,
TPFA Resolution No. 07-01 - 6 of 28 -
Page 20 of 45
(7) City takes action on the approval of Sector
Within 30 Calendar Days
'13' Final Map, and Master Association
following the later of (a)
Documents.
Developer's completing all
City, County, and
responsible agency
requested corrections, or (b)
all conditions of approval of
the Sector '13' Tentative
Tract Map.
(8) Developer causes the Recording of the
Within 90 Calendar Days
Sector'B' Final Map, and Master
following approval of the
Association Documents.
Sector '13' Final Map.
x) Phase 1 - Mass Grading, Demolition and
Interim Drainage Plans and Construction
(1) Developer submits complete mass grading,
No later than July t, 2006.
demolition, alterations to existing utility
systems and interim drainage plans for the
Property. Developer submission must
consider necessary permitting requirements
from other public agencies including, if
appropriate, 401, 404, and 1600 permits.
(2) City considers and either rejects, requests
Within 21 Calendar Days
changes to or approves the mass grading,
following submittal to City.
demolition, alterations to existing utility
systems and interim drainage plans.
(3) Developer shall complete any
Within 21 Calendar Days
modifications or corrections to the mass
following submittal to City.
grading, demolition, alterations to existing
utility systems and interim drainage plans
as City may Request.
(4) Upon approval of the plan submittals, the
Within 2 t Calendar Days
City shall issue the mass grading,
following completion of all
demolition, alterations to existing utility
requested corrections and
systems and interim drainage permits.
approval of the plans by the
City and issue of any
necessary responsible
agency permits.
7u[2O
- - TPFAResolution No. 07'01
Page 21 of 45
(5) Developer commences grading,
Within 30 Calendar Days of
demolition, interim drainage, and
receiving approval from the
alterations of existing utility systems.
City.
xi) Phase 1 — Developer's Backbone
Infrastructure Plans and Construction
(1) Developer submits initial Backbone
Initial submittals no later
Infrastructure Plans and documents (note:
than:
submittals will be in segments).
NE: August 31, , 2007,
NG: October 31, 2007
ND: September 30, 2007
Linear Park: October 31,
2007
_ _ ......_._ _.._.._-.—_...__.._.... .------------ _ _._._............ _-................
(2) Developer submits complete Backbone
........ __._...... ... ................ .._..... _... ----............. - ..... .._._...._.
.Infrastructure Plans, specifications and bid
NE: October3l, 2007
documents (note: submittals will be in
RIG: December 31, 2007
segments.)
ND: October 31, 2007
Linear Park: December 31,
2007
Complete submittals are
contingent upon City
approval of applicable
Sector `B' Tentative Tract
Maps where such
improvements are to be
located, completion of
Hydrology Studies and any
Traffic Studies as are
determined necessary and as
approved by the City.
(3) City and other responsible agencies
Within 30 Calendar Days
consider and either reject, request changes
following submittal to City
to or approve the Backbone Infrastructure
of Plans within City
Plans, specifications and bid documents.
responsibility. Within
response time frames
defined by other responsible
agencies.
TPFA Resolution No. 07-01 - 8 of 28-
Page
8-Page 22 of 45
(4) Developer shall complete any
Within 30 Calendar Days
modifications or corrections to the
following submittal to
Backbone Infrastructure Plans,
Developer of requested
specifications and bid documents as City,
modifications or
other responsible agencies may request,
corrections.
and written approvals of Infrastructure
after consultation with the Navy on any
UFOC Parcels or other areas impacted by
FOST or FOSL Navy institutional controls,
as may be required.
(5) Approval of Backbone Infrastructure Plans,
Within 30 Calendar Days
specifications and bid documents, and
following completion of all
issuance of necessary construction permits
City and responsible agency
or encroachments perinits.
corrections or permits.
(G) Developer Advertises Request for Bids
Within normal time fames
for public bid
advertisements (if required
for CFD funded projects).
(7) Developer review Bid results with City
Within 30 days of receipt of
and upon City concurrence awards the Bid
Bids,
to the lowest responsible bidder.
(8) Developer commences constriction of
Within 30 Calendar Days
Backbone Infrastructure improvements.
from notice to proceed.
(9) Developer completes Phase 1 Developer's
Prior to the conveyance of
Backbone Infrastructure Improvements.
:Phase 2 or as the City's
Condition Precedent to
Close of Escrow on Phase 2
per DDA Section 3.3.5,
unless otherwise waived as
to individual improvements
per DDA Section 3.3.5
xii)Phase l -Local Infrastructure Plans and
COn8tMCtion
- 9 of 28- TPFA Resolution No. 07-01
Page 23 of 45
(1) Developer submits initial Local
Initial submittals no later
Infrastructure Plans and documents.
than:
NE: August 31, 2007
NG: December 31, , 2007
ND: October 31, 2007
(2) Developer submits complete Local
NE: November 30, 2007
Infrastructure Plans and docurnents.
NG: February 28, 2007
ND: December 31, 2007
Complete submittals are
contingent upon City
approval of applicable
Sector `B' Tentative Tract
Maps where such
improvements are to be
located, completion of
Hydrology Studies and any
Traffic Studies as are
determined to be necessary
by the City.
(3) City and other responsible agencies
Within 30 Calendar Days
consider and either reject, request changes
following submittal to City
to or approve the Local Infrastructure Plans
of Plans within City's
and written approvals from the Navy after
responsibility and within
consultation on LIFOC Parcels of other
review time frames defined
areas impacted by FOSL or FOST Navy
by other responsible
institutional controls, as may be required.
agencies.
(4) Developer shall complete any
Within 30 Calendar Days
modifications or corrections to the Local
following submittal to
Infrastructure Plans as City or other
Developer of modification
responsible agencies may Request.
or correction requests.
(5) Approval of Local Infrastructure a Plans
Within 30 Calendar Days
and issuance of construction permits or
following completion of all
encroachment permits.
City and responsible agency
corrections City.
(6) Developer commences construction of
Within 60 Calendar Days
Local Infrastructure .
approval of Local Backbone
Plans.
TPFA Resolution No. 07-01 - 10 of 28 -
Page 24 of 45
(7) Developer shall have completed all Phase 1
Prior to the conveyance of
Local Infrastructure .
Phase 2 or as the City's
Condition Precedent to
Close of Escrow on Phase 2
Per DDA Section 3.3.5,
unless otherwise waived as
to individual improvements
per DDA Section 3.3.5
xiii) Phase 1 – Vertical Builder(s) and Sector
`C' Maps, Entitlements & Construction of
Improvements
........... .... — .... __._
(1) Vertical Builder(s) submits Preliminary
_... _... —---- - --- ..... _.
'Within 120 Calendar Days
plans and pre-application submittals to the
following the conveyance
City for Sector C Map(s) (as applicable)
from Developer to Vertical
and design review approval, any other
Builder(s).
entitlement application requested, as
applicable
(2) Vertical Builder(s) submits complete
Within 90 Calendar Days
Sector C Map(s) and Design Review
following submittal to City
application, any other entitlement
of modification or
application requested, as applicable, with
correction requests
complete related drawings and documents
contingent upon the City
to City and any information determined
having approved a Sector
necessary by the City including but not
`13' Final Map for the
limited to Traffic Studies, Trip Budget
Neighborhood said site is
data, Hydrology studies, and other
located within.
supporting information. City reviews
concurrently reviews in its Governmental
Capacity and Proprietary Capacity.
(3) Upon a determination that the Developer
Within 21 Calendar Days
has submitted a complete application and
following submittal to City
completion of any environmental.
of tnod i fication or
documentation, and written approvals from
correction requests
the Navy after consultation on LIFOC
Parcels, City in its Governmental Capacity
takes action on a Tentative Tract Map,
Concept Plan & Design Review.
(4) Vertical Builder(s) submits Final Tract
Within 90 Calendar Days of
Map with related drawings and documents
City Council approvals.
to City.
- 11 of 28 - TPFA Resolution No. 07-01
Page 25 of 45
(5) City considers approval of Final Tract
Vertical Builder(s) shall be
Map(s).
responsible for completing
all City, County, and other
related agency(ies)
corrections and conditions
of approval of the Tentative
Tract Map.
(F) Vertical BUilder(s) causes the Recording of
Within 15 Calendar Days
the Final Tract Map(s).
following approval of the
Final Tract Map(s) by City.
(7) Vertical Builder submits complete precise
Within 90 Calendar Days of
grading, and vertical and horizontal
Tentative Tract Map
improvement plans for plan check
approval.
including all necessary submittals and
documentation required for plan check.
(8) Vertical Builder(s) commences
Within 90 Calendar days
construction.
following issuance of
building permits for
Improvements on applicable
Vertical Builder
development sites.
(9) completion of construction of Vertical
Vertical Builder(s) shall
Builder Improvements.
complete construction of
Improvements within 24
months of building permit
issuance.
xiv) Phase 1 - Completion of Minimum Phase
Phase 1 Minimum Phase
114.4.1(a)]
shall be completed no later
than July t, 2014
xv) Phase l - Affordable Housing Purchaser
Selection and Criteria Plan
(1) Vertical Builder(s) submits Affordable
No marketing of Affordable
Housing Purchaser Selection and Criteria
Housing Units shall begin
Plan
until City approval of"the
"Affordable Housing
Purchaser Selection and
Criteria Plan".
TPFA Resolution No. 07-01 - 12 of 23 -
Page 26 of 45
(2) City considers and either rejects, requests Within 15 Calendar Days
changes to, or approves Affordable following submittal to City.
Housing Purchaser Selection and Criteria
Plan.
(a) Vertical Builder(s) shall complete any Within 15 Calendar Days
modifications or corrections to the following submittal to City.
Affordable Housing Purchaser
Selection and Criteria Plan as City may
Request.
(b) City considers approval of the Within 15 Calendar Days
Affordable Housing Purchaser following submittal to City.
Selection and Criteria Plan for Vertical
Builder(s) project.
xvi) Rental Projects[
(1) Neighborhood G Apartments - Developer No later than
shall complete construction of apartments. December 31, 2010
(2) Neighborhood D Apartments — Developer No later than
shall complete construction of apartments. I December 31, 2011
- 13 of 28 - TPFA Resolution No. 07-01
Page 27 of 45
TPFA Resolution No. 07-01 - 14 of 28 -
Page 28 of 45
- 15 of 28 - TPFA Resolution No. 07-01
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TPFA Resolution No. 07-01 - 16 of 23 -
Page 30 of 45
17 of 28 - TPFA Resolution No. 07-01
Page 31 of 45
TPFA Resolution No. 07-01 - 18 of 28 -
Page 32 of 45
- 19 of 28 - TPFA Resolution No. 07-01
Page 33 of 45
(1) Developer submits a complete Concept
No later than September 1,
Plan and Sector `B' Tentative Tract Map
2010.
application with related drawings and
documents
(2) Upon City determination that Developer
Within 60 Calendar Days
has submitted a Complete -application;
approved b}, the .Navy as it affects LIFCC
Parcels and completion of all
environmental documentation, City takes��
action on the Concept Plan and Sector `B'
Tentative Tract Mali.
(3) Developer submits a complete Sector `B'"
Within 75 Calendar Days
Final Map with related drawings and
following City Council
documents, intruding;"Master Association '
approval "o€ the Sector °B'
Documents to City
Tenfiatiye Tr'ac't Map.
!i% /ry!l__L_�_:�_ 1�._' 14.. 1 A'A -'. '"
i ..... i w�:,..
the Sector 'B..' Tentative
Tract Map:
(5") Developer causes the Recording of the Within 90 Calendar Days
Sector °Ii' Finat Map, and Master following approval of the
TPFA Resolution No. 07-01 -20 of 28-
Page
8-Page 34 of 45
(3) Developer submits to City any
No later than 30 Business
Subordination consent requested on City
Days prior to Close of
form
[3,4.4(b)]
Escrow.
iii) Ph"A0 3 - Ctty,'s Conditions Precedent to
Close of>`scrovv![�.4.5"
(1)"°City confirms. Develop6fhas satisfied all
No later than 5 Business
General Gonditioris;;t�r.Citjr in.wrting
Days prior to the dose of
waives, s44,60,44itions [3.4.5(0 & 3:1.41
Escrow.
(2) Developer delivers t4 Escrow it document"
No -later than 1 Business
deliveries required
[3.4.5(b) & 3.1.41,
Day prior to Close of
.Escrow.
(3) Developer.Delive�s Phos 3 Closing
' Not later than 1 Business
Day priorto the Phase 3
Close ofEsctow.
(4) City.consid approval ofSubordmation" :
1`70 later than. Business
., F
i7ays priorClose of
Escrow'
(s)tty r,nfirrrts Substantial Progress toward:
No later than ro Business
A,Completi0nof Phase l and Phase
Days [irtor to Close of
"fid [14.5(ffl]
l✓soxoui: "
Iv))lAs�'
Uly "1 ' r�fro l' end er �teC
,
DDAeetipn".3
provir ed that escrow shall, ;
z�at class unfal Deve laper , z
complett0n ufalfie(juired
conditions precedent to
escrow closing in the DDA
and compliance with''
Section 3.43 of the DDA,
n
except that such date may
alsa be'extended
per DDA, edt2on 3.4, l
v) Phase 3"— Vertical Builder(s)'Mid Sector `C'
m
Marps, Entitlements &;Oinstructldh of
Improvemeints
- 21 of 28 - TPFA Resolution No. 07-01
Page 35 of 45
(1) Vertical Builder(s) submits complete
Within 45 Calendar Days
Preliminary Plans
following the conveyance
from Developer to Vertical
Builder(s).
-- —
(2) Vertical Builder(s) submits complete
Within 21- Calendar Days
Tentative Vesting Tract Map and .Design,
following submittal to City
Review application, any other entitlement
of modification or
application requested, as applicable, with
correction requests
complete related drawings and documents
to City. City :reviewsconcurrently reviews
in its Governmental Capacity and "
Proprietary Capacity.
(3) Upon a determination that the Developer'-
Within 21 Calendar Days
has submitted a complete application and
_-
following submittal to City
completion of
p any environmental,
of modincanon or
documentation, and written approvals from
correction requests
the Navy after consultation on LIFOC,
Parcels, City in its Governmental Capacity
takes action on a Tentative'Vesting Tract
Map, Concept :Plan 4 Design Review.:
(4) Vertical' Builder(s).submits, Final Tract ,
Within 90 Calendar Days of
Map with related drawings and documents
City Council approvals.
to City.
(5) City considers approval of Final Tract'::
Vertioal Builder(s) shall be
Maps)
responsi,W .for: completing
all; pity, ,County; and other
related agency(ies).,
corrections and conditions
of approyal-of e'Tentative
Tract.Map to the',
he ,satisfaction.
satisfactionof tic City in its
sole discretion.
(6) Vertical Builders) causes the Recording of
Within 15 Calendar:Days
the ?inal'Tract Neaps)
fallapproval of the
Final Tract1Cap(s) by, City.
TPFA Resolution No. 07-01 -22 of 28-
Page
8-Page 36 of 45
-23 of 28- TPFA Resolution No. 07-01
Page 37 of 45
TPFA Resolution No. 07-01 -24 of 28 -
Page 38 of 45
3) SUBSEQUENT CLOSINGS 13.91
i) City notices Developer of acquisition Leases
parcels subject to LIFOC 13.9.11
ii) Developer's Conditions Precedent to each
Subsequent Closing (3.9.21
No later than 30 Calendar
Days after the City has
received a quitclaim deed
from the Federal
Government conveying to
the City the fee interest.
(1) Developer confirms that City has satisfied No later than 5 Business
all General Conditions, or Developer in Days prior to the Close of
writing waives such conditions. Escrow.
iii) City's Conditions Precedent to each
Subsequent Closing 13.9.31
(1) Developer conftrms City has satisfied all No later than 5 Business
General Conditions, or City in writing Days prior to the Close of
waives such conditions Escrow.
(2) Developer delivers to Escrow Closing No later than. I Business
Costs Day prior to Close of
Escrow.
iv) Subsequent Closing - Closing Date 13.9.11 City to establish Closing
Date upon notification to
Developer in accord with
Section 3.9 of this
Agreement.
4) PARTICIPATION (ARTICLE 71
i) Developer to make First Payment to City 60 days after the later, the
[7.2.1 ] Developer sells the last
Parcel in Phase 1 to a
Vertical Builder(s) or July
1, 2011
-25 of 28- TPFA Resolution No. 07-01
Page 39 of 45
ii) Developer to make Second Payment to City
60 days after the First
(7.2.2]
Deten-nination Date which
is 24 months after the First
Determ.ination Date
iii) Developer to make Third Payment to City
60 days after the Second
[7.2.31
Determination Date which
is 48 months after the First
iv) Developer to make Fourth Payment to City
-6 0 d -a y' -s after the date 't'h- at—-" -
[7.2.41
the Developer has received
all revenues OR at the
option of the City, a date
specified by the City which
date shall be no later than
December 30, 2016.
5) CERTIFICATE OF COMPLIANCE JARTICLE 91
i) Certificates of CoMpliance
(1) Developer submits request for issuance of a
Upon completion of all
Certificate ofCompliance by City [9.3.1.1
Improvements required by
the DDA [Section 9.3] and
satisfaction of all
Conditions Precedent set
forth in DDA for the
applicable Parcel(s) or
Phase of Development;
provided that no Certificate
of Compliance shall be
issued for any portion of the
Project until Completion of
the Minimurn Project,
(2) The City approves or disapproves the
Within I 0—calendar Days
request for issuance of a Certificate of
following submission of
Compliance
request for Certificate of
Compliance and satisfaction
set forth in DDA
TpFAResolution No. 07'O1 -28mf28-
ii) Final Certificate of Compliance as to entire
Project 19.3.3.1
(1) Developer submits request for issuance of
Upon completion of all
the Final Certificate of Compliance for
improvements required by
entire Project by City
the DDA and satisfaction of
all ConditionsPrecedent set
forth in DDA
(2) The City approves or disapproves the
Within 30 Calendar Days
request for issuance of the Final Certificate
following submission of
of Compliance for entire Project.
request for Certificate of
Compliance for entire
Project and satisfaction of
all conditions precedent set
forth in DDA
(3) The City shall cause the Recording the
Within 10 calendar days
Final Certificate of Compliance against all
following issuance of Final
Parcels
Certificate of Compliance
by City.
6) APPRAISAL PROCESS WITH RESPECT TO
SALES OF PROPERTY [7-91
i) Subinission of Notice of Sale by Developer
Not less than 30 days prior
[7.9.21
to the contemplated close of
escrow for the sale of any
portion of the Property, the
Developer shall deliver a
Notice of Sale to City.
ii) The City shall responds to Developer's Notice
Within 30 days the City
of Sale [7.9.2]
shall respond to Developer
indicating whether it agrees
that Sales Price represents
the Fair Market Value of the
-27 of 28- TpFA Resolution No. 07-01
Page 41cf45
iii.) Appraisal. Notice response by City [7.9.3]
If City determines that the
Fair Market Value of the
Property to be sold is
greater than the Sales Price,
the City may notify the
Developer, whereupon
Property will be appraised
in accord with Section 7.9.4
iv) City.notifies Developer of selection of
Qualified Appraiser
Qualified Appraiser [7.9,4]
conducts Appraisal. If
Developer does not object
to the Fair Market Value as
determined by the First
Appraisal then this value
shallbe the Fair Market
v) Developer notifies City of dispute of First
If Developer disputes First
Appraisal[7.9.4]
Appraisal, the Developer
notifies the City in 10
Business Days. The City
and Developer select a
second Qualified Appraiser
to conduct, a second
vi) Final and Binding Fair Market Value of
Fair Market Value of the
Property [7.9.41
Property will be the average
of the two Appraisals.
TpFAResolution No. U7'U1 -28 of 28 -
Page
1-2 TPFA Resolution No. 07-01
Page 43 of 45
Requirements foSubstantial Progress Relate' to Closing Requirements by Phase
Phase 2' Closing Raquiremen. is
Phase I
Residential C mple ion
Estimated # Units Completed'
X66
Substantial Progress % Required
75%
Total' Required Residential Unit's CO! plote. d
65
% of Total by Phase
68
R'esid'ential Starts
Estimated # Units Started
1,513
Substantial Prog:re s % Required
75%
Total Required ed residential Units Completed
1.1139
Non Residential Completions
Estimated SF Completion (1).
972,114
ub tant al Progress l� R uired
78
Required SF'for Substantial Progress
729$.086
% of Total by Phase.
!'aster dock Non Residential Completions
Estimated SF Completions
433,931
ubstantlal Progress, % Required.
75
Required'SIF for Substantial Progress:.
325.1043
Non Residential S tarts .
Estimated F Starts (1)
1,256,133,
ub tw itial Progress 9/a Require- a
7500%
Required SIF for Substantial Progress
943tWO
% of Total by Phase.
.51%
Master Black. Non Residential Starts.
Estimated SF Starts
858,331
ubstai�tiai Progress °tequired
75
Required SF for Substantial Pro gress51,248
Phase 3 Closing Requirements
Phase I
Phase 2.
Residentlel Completions
Estimated # Units Completed
I ,560
429
Substantial Progress % Required
90%
75%
Total required Residential Units Completed
11404
3212
Residential stem`s
Estimated # Units Completed
11550
845.
ub. tan*ti l Pro'g* res : % Required
95%
75%
T,tal Roq.Uired a id'ent1 his C�lf't'fplet+�d
11482
409
Non 'Residential Cornpl tion
Estimatod SF Completions (1)
1,493,133
907,205
Substantial' Progress % Required
75%
?5' %
Required SF for Substantial Progress
111191849
68M04
% of Total by Phase
60%
23%
Master Block Non Residential Cor plettons
Esti ated S F Cornoletions
903,331
NA
ubst :i t e.l Progress % Required
75
Required SF for Substantial Progress
877498
NO.O. Residential st4d
Estimated SF Starts (1 )
1,854,813
1;477939
Substantial Progress % required
75%
75°
Required SF for Substantial Progress.
11391 j 09
it O108044.8
% of Total by Phase
75%
39%
Master Block N0.n Residential St
. ti to .F its
1,255,011
NA
ubstanWil Progress % Requ r'ed
75'�
Required SF for Substantial Progress
948,15
(I. } Inctudes Master Block
TPFA Resolution No. 07-01
Page 45 of 45