Advanced Technology & Education Park (ATEP)

1. Advanced Technology & Education Park (ATEP) Board of Trustees Update MAY 21, 2018 [1 of 27]

2. ATEP MISSION To offer applied education and training programs in current and emerging technological careers driven by innovative business, industry, and education partnerships. [2 of 27]

3. Outline • Development Milestones • Site Update (LIFOC Area; ARIC) • Legal Documents • ATEP CC&Rs • Auxiliary Organization • Next Steps [3 of 27]

4. Development Milestones

5. Timeline FALL 2018* *Anticipated date of transfer of LIFOC area (Per Navy) 2012-2013 Land Exchanges finalized between County-District and City-District; Bell Avenue Agreement greatly increases potential building density 2015 Board of Trustees approves ATEP Development Framework 2007 District begins offering classes at temporary campus 2004 City and District enter into Conveyance Agreement 2018 IVC IDEA Building Completed 2010 District begins demolition of existing military buildings at ATEP 2013 City and District enter into Development Agreement 2008 Waiver approved for certain Education Code provisions, making ATEP site more marketable 100% educational 30.7 acres leased 37.7 acres in fee 1.7M sf 51% educational 1.1M sf [5 of 27]

6. IVC IDEA Building Dedication April 18, 2018 Image source: Irvine Valley College Marketing & Creative Services Image source: Irvine Valley College Marketing & Creative Services [6 of 27]

7. Site Update

8. Context ATEP site comprises approximately 4% of the total land area at Tustin Legacy [8 of 27]

9. Existing The current configuration of ATEP consists of approximately 61.4 acres. Thus far, one 32,492 sf structure has been built at the site (IVC IDEA Building). New roads, traffic circles, sidewalks, underground utilities, and a parking lot have also been constructed at the site. [9 of 27]

10. Existing Of the total 61.4 acres, approximately 30.7 acres is currently under a Lease in Furtherance of Conveyance (LIFOC). The LIFOC area contains contaminated ground-water which is currently being remediated. Once the Navy makes a determination called a FOST (Finding of Suitability for Transfer), the land may be transferred. + LIFOC [10 of 27]

11. Existing A portion of the LIFOC, the ARIC (Area Requiring Institutional Controls), will likely require future occupants to incorporate “controls” (such as vapor barriers) as a condition of development. This is a common practice in urban redevelopment. + LIFOC + ARIC & Monitoring Wells [11 of 27]

12. Build-out This is what the ATEP site could look like at full build-out. Depending on the uses and types of partners, the maximum building square footage of the project will be between 1 million and 1.7 million square feet. Source: ATEP Development Framework (2015) [12 of 27]

13. ATEP Development Potential (sf) Development Agreement requires a minimum of 51% educational uses at ATEP site. The higher the % of educational uses, the higher the potential total square footage at the site. The Bell Ave. Agreement increased the potential for development at ATEP by increasing traffic capacity of street network. + 816,929 sf + 193,145 sf Baseline [13 of 27]

14. Land Use Definitions & Ratios Educational Uses (Category 1) and Non-Educational Uses (Category 2) are defined in the ATEP Development Agreement and the Tustin Legacy Specific Plan. The Development Agreement dictates the permitted ratio of Category 1 to Category 2 uses at any given time. [14 of 27]

15. Legal Documents

16. ATEP CC&Rs CC&Rs are commonly used for real estate projects with multiple owners, tenants, or other occupants and shared facilities or common areas. A Declaration of Covenants, Conditions & Restrictions (“ATEP CC&Rs”) will be imposed on the entire ATEP site. The ATEP CC&Rs will be binding not only on the initial ground lessees but also on all future owners or occupants of ATEP. Homeowners’ Associations Business Parks Image source: OC Virtual Offices Image source: Beacon Management Services [16 of 27]

17. ATEP CC&Rs This document establishes general parameters for: [1] Control of design and construction activity [2] Use restrictions [3] Maintenance obligations [4] Cost sharing obligations to fund Project maintenance [5] Appointment and authority of a “Project Operator” SOCCCD will retain power to supplement or amend CC&Rs in future. A Declaration of Covenants, Conditions & Restrictions (“Project CC&Rs”) will be imposed on the entire ATEP site. The Project CC&Rs will be binding not only on the initial ground lessees but also on all future owners or occupants of ATEP. [17 of 27]

18. ATEP Facilities Corporation Purpose of the Auxiliary To manage the District’s assets at ATEP, on behalf of, and for the benefit of, the District, and to serve as the Project Operator under the Project CC&Rs. Project Operator Responsible, among other things, for management of the common areas, collection of assessments and enforcement of the Project CC&Rs. • A California nonprofit corporation to be known as “ATEP Facilities Corporation” will be formed by the District. This organization will meet the definition of an “auxiliary organization” under the Education Code. [18 of 27]

19. ATEP Facilities Corporation Auxiliary Documents The documents necessary to form an auxiliary corporation under the Education Code consist of: [1] Articles of Incorporation This document establishes the name and purpose of the organization. [19 of 27]

20. ATEP Facilities Corporation Auxiliary Documents The documents necessary to form an auxiliary corporation under the Education Code consist of: [1] Articles of Incorporation [2] Bylaws This document establishes the rules by which the organization will operate. Among other things, it defines the composition of the Board of Directors (including how members are appointed), meeting requirements, rules concerning record retention and reporting, as well as other business-related matters. [20 of 27]

21. ATEP Facilities Corporation Auxiliary Documents The documents necessary to form an auxiliary corporation under the Education Code consist of: [1] Articles of Incorporation [2] Bylaws [3] Master Agreement This document sets forth the terms of the relationship between the District and the auxiliary organization. It describes the general functions of the ATEP Facilities Corporation and includes specific limitations on the powers of the auxiliary. [21 of 27]

22. ATEP Facilities Corporation Auxiliary Documents The documents necessary to form an auxiliary corporation under the Education Code consist of: [1] Articles of Incorporation [2] Bylaws [3] Master Agreement [4] Asset Management Agreement This document establishes that the ATEP Facilities Corporation is the exclusive “asset manager,” responsible for managing relationships with tenants at ATEP, acting as the “Project Operator” as defined in the CC&Rs, and overseeing the maintenance of any undeveloped portions of the ATEP property. It also provides guidelines for the auxiliary organization to engage an outside property manager. [22 of 27]

23. ATEP Facilities Corporation MOU with CSEA The District and the California School Employees Association, Chapter 586 (CSEA) signed a Memorandum of Understanding (MOU) on April 9, 2018. The parties agree that the District (and later the auxiliary organization) will contract with outside entities for services at the Advanced Technology and Education Park (ATEP) such as parking lot maintenance, site security*, landscaping, and general maintenance of the project common areas. *except for security services between the hours of 7 a.m.-10 p.m., Monday-Friday, excluding holidays, in which case the Irvine Valley College Police Department will continue. [23 of 27]

24. Next Steps

25. Moving Forward • Finalize ATEP Legal Structure • Requires: Board of Trustees (BOT) approval of ATEP CC&Rs and Auxiliary Documents; submission to California Community College’s Chancellor’s Office • Land Conveyance – anticipated Fall 2018 • Requires: Navy and City of Tustin to agree to transfer; legal documents for real estate transfer • Demolition of Existing Buildings on LIFOC • Requires: District bid for demolition services (after transfer of LIFOC area is complete) [25 of 27]

26. Moving Forward • Master Signage Program • Requires: Board of Trustees approval of budget (this is included as part of the Basic Aid package for FY 2018-2019); submission and approval of design/construction by Division of State Architect (DSA), BOT, and City of Tustin • Ground Lease Agreements • Requires: Board of Trustees approval of negotiations and ground lease agreements; approval of ground lease partner identity by City of Tustin [26 of 27]

27. Thank you!