HomeMy WebLinkAbout07 EXCLUSIVE AGREEMENT TO NEGOTIATE`TY O
0 AGENDA REPORT
�GS'C`�'
Agenda Item 7
Reviewed
City Manager
Finailcapirecttoor' G� ,
MEETING DATE: AUGUST 7, 2012
TO: JEFFREY C. PARKER, CITY MANAGER
FROM: CITY MANAGER'S OFFICE
SUBJECT: APPROVAL OF AN EXCLUSIVE AGREEMENT TO NEGOTIATE WITH
REGENCY ACQUISITION, LLC FOR TUSTIN LEGACY DISPOSITION
PACKAGE1C
SUMMARY
The City Council recently reviewed price, terms, and payment for Disposition Package
1C and directed staff to prepare an Exclusive Agreement to Negotiate with Regency
Centers Acquisition, LLC for disposition and development of Disposition Package 1C in
the Tustin Legacy Project (the "Legacy').
RECOMMENDATION
Authorize the City Manager to execute the attached Exclusive Agreement to Negotiate
( "ENA ") between the City of Tustin and Regency Centers Acquisition, LLC, subject to
any non - substantive modifications as may be determined necessary and /or
recommended by the City's special real estate counsel
FISCAL IMPACT
or the City Attorney.
With execution of the ENA, a good faith deposit will be delivered to the City to fund the
transactional expenses anticipated to be incurred by the City during the negotiation of a
Disposition and Development Agreement ( "DDA ") and a Development Agreement
( "DA ") and any other agreements directly associated with the projects. There may be
near to long -term financial impacts of any subsequent DDA and DA. These impacts will
be evaluated during the negotiation process and reported with the recommended DDA
and DA.
BACKGROUND
In April 2011, the City Council adopted a revised Disposition Strategy for approximately
820 acres of undeveloped property within the Legacy. Under the revised Disposition
Strategy, the City assumed an executive role in marketing "Disposition Packages" or
parcel groupings within the Legacy, based largely on financeability, land use grouping,
Agenda Report
August 7, 2012
Exclusive Agreement to Negotiate
Page 2 of 4
marketability and the infrastructure obligations assigned to specific disposition
packages. The revised Disposition Strategy was intended to take advantage of the
success of completed development and major infrastructure investment at the Legacy.
City staff has proceeded with the developer selection process on four disposition
package sites identified in the attached Early Disposition Package exhibit (Disposition
Package 1A North, 2A, 1 B and the westerly portion of 1 C).
As part of Step 1 in the developer selection process for the westerly portion of
Disposition Package 1C (a village services/commercial site), the Council in the fall of
2011 confirmed three respondents to advance to Step 2 - Request for Proposal ("RFP")
process based on the screening recommendations of an expert panel. The short-listed
developers invited to respond to the Disposition Package 1C RFP included:
• Regency Centers Acquisition, LLC
• CJK/Acacia Partners
• Marinita/North America Development Group
An RFP was issued in March 2012, and Developer responses were received on
April 13, 2012. The RFP permitted respondents to assemble other team members as
well.
Responses to the RFP were received on April 13, 2012 from:
• Regency Centers Acquisition, LLC
• CJK/Acacia Partners
• Marinita/North America Development Group
Responses to the RFP were intensively reviewed and analyzed by staff and City
consultants. The Technical Evaluation Team was comprised of staff from the City
Manager's Office/Successor Agency, Community Development and Public Works
Departments, and representatives from RBF Consulting and SMS Architects. The
analysis was conducted based on the RFP responses and the identified Evaluation
Criteria contained in the RFPs which included:
• Responsiveness to RFP Submittal Requirements
• Development Entity and Experience
• Approach to Developing the Site
Agenda Report
August 7, 2012
Exclusive Agreement to Negotiate
Page 3 of 4
• Financial Capacity
• Purchase Order and Business Plan /Financial Feasibility
• Implementation
• Reference Checks /Interview (the reference checks and oral interview were
conducted by a smaller sub - committee of the Technical Evaluation Committee).
Based on the evaluation process, the specific terms, conditions, and purchase price
applicable to specific proposals were reviewed by the Tustin City Council. Based on
this review, the City Council directed staff to prepare an Exclusive Agreement to
Negotiate ( "ENA ") on Disposition Package 1 C with Regency Centers Acquisition, LLC.
Disposition Package 1C is a vacant, City -owned property of approximately 22.67 gross
acres in size which is located west of the future Tustin Ranch Road, bounded by
Edinger on the north, Kensington on the west, and Valencia on the south. Subject to
entitlements and negotiations of the DDA and DA, the Developer proposes to construct
approximately 184,640 square feet to include approximately 99,000 square feet as a
typical commercial neighborhood center with a grocery market, drug store and various
pads. Approximately 45,000 square feet of the center will contain medical offices.
During the ENA period, the term and conditions of a Disposition and Development
Agreement for Disposition Package 1 C will be negotiated. Provisions of City Ordinance
No. 1402 also require preparation and execution of a DA prior to or concurrent with City
approval of any development project at Legacy.
A summary of major terms to be negotiated during the ENA negotiation period between
the parties include:
• Terms and conditions of conveyance, including but not limited to the manner of
the conveyance, the conditions precedent to the conveyance, the amount of the
purchase price, and the methodology and approach for the City of Tustin Profit
Participation in the project.
• The conveyance of property in an "as -is -where is -and with all faults" condition.
• Development and construction of the projects at no cost and expense to City.
• The product mix that must be applied for and granted for the projects.
• Tustin Legacy Backbone Infrastructure Program costs.
• Local infrastructure costs transfer and assignment restrictions.
• Mortgage limitations and subordination.
Agenda Report
August 7, 2012
Exclusive Agreement to Negotiate
Page 4 of 4
• Remedies and termination rights.
The ENA negotiating period is 180 days which may be extended to permit approval of
the DDA and DA. In the event that negotiations are not successful with Regency
Centers Acquisition LLC, staff are also acknowledging for the record the order in the
ranking of the one other development entity viewed by the Technical Evaluation
Committee as the second most qualified firm in the developer selection process for
Disposition Package 1C: CJK/Acacia Partners.
Joh' Buchanan
rogram Manager
Attachment 1: Disposition Area Index Map
Attachment 2: Exclusive Agreement to Negotiate (Disposition Package 1 C)
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EXCLUSIVE AGREEMENT TO NEGOTIATE
(WESTERLY DISPOSITION PACKAGE IC)
THIS T0 PACKAGE
KC ("Agreement") is entered into this 7th day o[August, 2012 (the "Effective Date'")byand
between TIIE CITY OF TUSTIN (the City") and Regency Centers Acquisition, LLC., a Florida
|inodtd liability company ("Developer"), with respect to ocdoio land referred to herein as the
°ICProperty" (defined ho|ovv). The City and Developer hereby agree usfollows:
|.O
|.| Pursuant inthe Defense Base Closure and Realignment Act o[|9Y0, (Pad /\ of
Tide %}(%|}{ of Public Lup/ 101 -510; |U U.S.C. Section 2687 Note), as amended, the federal
government determined to close the Marine Corps Air Station-Tustin ("1MCASl[motin") located
substantially in the City ofTustin. In 1992` the City was designated usthe Lead Agency or
Local Rcdcvc|oponcui /\u1bodiy for preparation of reuse plan for MC/\S Tustin in order to
facilitate the closure oFMC/\S Tustin and its reuse iu furtherance of the economic development
of the City and surrounding region. The MC/\S Tustin Reuse Plan developed io accordance with
this procedure was adopted by the City Council of the City of Tustin (the City Council") on
Ook)hcc 17, 1996 and amended in September, 1998 (the "Reuse P[an-}.
1.2 8 Final Joint Environmental |rnpuui 8tuicnocn&/Euvironnneuiu| |nupuci Report for
the Disposal and Reuse ofMC/\S Tustin (the "Final |8XS/EIR`)and Mitigation Monitoring and
Reporting Poognsrn for the Final E|S/[|Fl were adopted by the City on January 10, 2001. In
March 2001, a record of decision was issued by the Department of the Navy (hereinafter,
-Navy") approving the Piuu| ELS/B|RL and the Reuse Plan. Subsequently, u Supplement tothe
Final EIR/EIS and an Addendum to the Final EIS/EIR were approved by the City.
1.3 In May 2002` the Navy approved an "Economic Development Conveyance of
Property a1MC/\S Tustin" and agreed ioconvey |,|53 acres o[MC/\S Tustin iothe City. On
May 13, 2002. u total of 977 acres, including the |C Property vvbicb is the subject of this
&gnzcnacnL was conveyed by the Navy im the City by quitclaim deed, in accordance with the
provisions of that certain Memorandum of Agreement by and bctp/ccn The United States of
America (through the Secretary of the /\nny or dcuiguco} and the City dated May 13, 2002
(-Momuarmnduoz of Agreemummt" or "MOA"). Additional ucnuoAe is currently under ground
lease hy the City from the Navy. The portion o[MC/\8 Tustin located within the City ofTustin
and currently owned ky the City or subject tnground |cunc between the Navy and the City is
referred to herein as "Tustin X~mgmuy,
1.4 On February 3, 2003' the City adopted un ordinance approving the MC/\S Tustin
Specific Plan/Reuse p|un setting forth the zoning and cuiii|cmneni banncvvnrk for future
development of Tustin Legacy. Since its initial adoption. the City has approved numerous
Specific P|uu /\oncndoneots. All references in this /\gccconont to the "Specific K»imm" abn|| be
deemed to refer tothe MC/\9 Tustin Specific p|uo/Rcusc Plan, as the oocnc may be onncndcd
from time totime. The Specific Plan conforms in and implements the Reuse Plan and the City's
(}cocca| Plan.
1.5 The City desires to effectuate development of Tustin Legacy through the sale and
development of such property in accordance with applicable federal and local requirements.
Tustin Legacy shall be developed in accordance with all City requirements, including, without
limitation, implementing redevelopment plans, the Reuse Plan and the Specific Plan.
1.6 In March 2012, the City issued a Request for Proposal ( "RFP ") seeking a
developer for the westerly portion of Disposition Package 1C ( "Disposition Package 1C ").
1.7 Developer submitted a proposal for purchase and development of the property
described in Disposition Package 1C RFP Response dated May 21, 2012, as amended by letter
dated July 17, 2012 ( "RFP Response ").
1.8 The property described by Disposition Package IC is comprised of a portion of
property referred to in the Navy transfer documents as 1-1-1-2, as subsequently reparcelized and
as further legally described and depicted on the Site Map attached as Exhibit A (the "1C
Property ").
1.6 Developer's RFP Response proposes development of the IC Property with
approximately 99,940 square feet of retail uses, 40,000 square feet of medical offices, 11,000
square feet of day care use, and a complete accompanying set of amenities to be constructed by
Developer. The proposed development of the IC Property described above and as further
described in this Agreement is referred to herein as the ``Project ".
1.7 The City and Developer desire, for the period set forth herein, to negotiate
diligently and in good faith, the terms and conditions of a disposition and development
agreement ( "DDA ") and development agreement ( "DA ") which if agreed and executed will
specify the rights, obligations and method of participation of the City and Developer with respect
to the sale and development of the 1 C Property and the development thereon of the Project.
2.0 Agreement to Negotiate.
2.1 Terms and Conditions. The City and Developer each desire to negotiate a DDA
and DA which if agreed upon and executed, shall set forth the terms and conditions pursuant to
which the 1C Property shall be conveyed by the City to Developer and developed by Developer.
2.2 DDA and DA. Notwithstanding that the terms of the purchase and sale and
development of the 1C Property are to be negotiated, Developer and the City have agreed that
the transactional documents to be negotiated to describe the transaction shall be in the form of a
DDA and DA.
2.3 ENA Not a Final Agreement. This Agreement (including all exhibits hereto) is
solely an exclusive right to negotiate and is not a final agreement. The City and Developer do
not intend this agreement to be a purchase, option or similar contract or to be bound in any way
by this Agreement, other than to establish a period of exclusive negotiations during which time
each of the City and Developer shall negotiate with the other in good faith. The City shall not
market the I C Property to other interested parties and Developer hereby agrees that it shall not
withdraw any offer made by it pursuant to Section 4.2.4.
2.4 Essential Terms Not Agreed. City and Developer acknowledge that although
the parties have set forth a framework for negotiation of essential terms of any transaction: (a)
they have not herein agreed upon essential terms of a transaction, including, e.g., price, terms
and timing of transfer of the 1 C Property; (b) they do not intend this Agreement to be a statement
of essential terms of the transaction, which shall be the subject matter of their further
negotiations, and (c) the essential terms of the transaction, if agreed to by the City and
Developer, shall be set forth, if at all, in a DDA and DA approved and executed by authorized
representatives of each of the City and Developer
2.5 Effectiveness of Subsequent Agreements. The DDA and the DA shall not exist
and shall not be binding unless and until each is fully executed by Developer and the City,
approved by counsel to each of the City and Developer as to form and approved by the City
Council of the City and by the managing members of Developer, The DDA and DA shall
become effective only after and if the agreements have been considered and approved by the
legislative body of the City and the City Council of the City after noticed public hearing.
Nothing in this Agreement shall supersede or waive any discretionary or regulatory approvals
required to be obtained from the City pursuant to the Tustin City Code or the provisions of any
applicable State or Federal law or regulation.
2.6 Public Hearings and Compliance. If the negotiations hereunder culminate in
Developer and the City's negotiations concurring on the terms and provisions of a DDA and DA,
such DDA and DA will be considered for approval by the City only after all required public
hearings have been held and after compliance with all applicable laws and ordinances. The
concurrence of the City negotiators with the terms and provisions of a proposed DDA and DA
under any provisions of this Agreement shall not be construed or interpreted as the City
approving or accepting such terms. Such concurrence shall be viewed as nothing more than the
willingness of the City negotiators to recommend to the legislative body of the City and the City
Council that they approve such terms.
2.7 Assumption of Risk. City and Developer each assume the risk that,
notwithstanding this Agreement and good faith negotiations, the City and Developer may not
enter into any agreement due to their failure to agree upon essential terms of the transaction.
Neither party will have any liability to the other in the event that the parties are unable to reach
such a definitive agreement with respect to the proposed transaction for any reason or no reason.
3.0 Developer's Representations, Warranties and Agreements. Developer represents,
warrants and agrees as follows:
3.1 Expertise and Financial Qualifications. Developer has the necessary expertise,
experience and financial capability to undertake development of the 1 C Property as contemplated
by this Agreement;
3.2 No Speculation in Land Holding. Developer's intended acquisition of the I C
Property and acquisition and its other intended undertakings pursuant to this Agreement shall be
used for the timely development of the IC Property , and accompanying infrastructure and
amenities and not for speculation in land holding;
I Experience. Developer is experienced in development and understands the
process and requirements required to make development projects such as the Project described
herein; and
3.4 Long -Term Development Financing. Developer is capable of providing
financing for the development of the 1C Property without the necessity of third party - financing.
Developer has represented to the City in their business offer that acquisition of the property and
construction of improvements will be all cash.
3.5 Release. Except as specifically set forth in Section 4.4, Developer hereby waives
the right to recover from and fully and irrevocably releases the City and its elected officials,
employees, agents, representatives, consultants and contractors (the "City Parties ") with respect
to any and all claims, actions, causes of action, demands, orders, or other means of seeking or
recovering losses, damages, liabilities, costs, expenses (including, without limitation, attorneys'
fees, consultant fees and court, arbitration and litigation costs) or any other type of compensation
that Developer may have or incur (a) pursuant to the RFP selection process, the RFP's or any
modification or defect thereto, or any information set forth therein, (b) with respect to the terms
of this Agreement including, without limitation, the information set forth herein or the
termination hereof, (c) any disputes, claims, actions, causes of action, demands or orders arising
between Developer and any third parties, and/or (d) any actions of the City or the City Parties in
connection with any of the foregoing (including, without limitation, the exercise by the City of
its discretion, decision, judgment with respect to the foregoing). This waiver and release includes
without limitation, a waiver and release with respect to (w) any and all damages and /or monetary
relief (whether based in contract or in tort), including, without limitation, any right to claim
direct, compensatory, reliance, special, indirect or consequential damages, (x) any right to
payment or reimbursement from the City except as specifically set forth in Section 4.4 of this
Agreement, (y) the right to protest the RFP and /or the terms or selection process pursuant to the
RFP and (z) the failure of the City to negotiate in good faith pursuant to this Agreement or to
enter into a DDA and /or DA.
3.6 Survival of Provisions. The provisions of this Section 3 shall survive the
termination of this Agreement.
4.0 Negotiations.
4.1 Good Faith Negotiations. The City will prepare a draft of the DDA and DA and
submit the draft documents to Developer for review and comment. The City and Developer
agree for the period set forth in Section 4.2 to exclusively negotiate with one another diligently
and in good faith to prepare a DDA and a DA and related documents to be entered into between
the City and Developer with respect to the purchase and sale and development of the 1 C
Property.
4.2 Period of Negotiations.
4.2.1 Initial Period. The Parties agree to negotiate for a period of one hundred
eighty (180) days from the Effective Date, subject to extensions as further provided in this
Section 4.2. If on the 180th day from the Effective Date (or within any extension of time
mutually approved by the City and Developer in accordance with the terms of the Agreement),
Developer has not signed a DDA and DA in form and substance prepared and approved by the
City in its sole discretion, then this Agreement shall automatically terminate.
4.2.2- Request for Extension. Developer may request from the City an extension
of the 180 -day exclusive negotiation period. The City will determine whether reasonable and
sufficient progress has been made toward fulfillment of the requirements of this Agreement in its
consideration of any extension. The 180 -day exclusive negotiation period may be extended by
the mutual consent of the City and Developer for up to two (2) additional periods of thirty (30)
days each.
4.2.3 Authority to Extend. The City hereby delegates to the City Manager, or
his or her designated representative, the authority to agree to grant the extensions specified in
Section 4.2.2 upon determination by the City Manager or his or her designated representative in
their sole and absolute discretion that Developer has negotiated diligently and in good faith and
that reasonable and sufficient progress has been made toward fulfillment of the requirements of
this Agreement. No such extension of time shall be effective unless it is in writing.
4.2.4 Offer to Purchase. The execution by Developer of a form DDA and DA
shall constitute an offer to purchase the 1 C Property. Developer hereby agrees that it shall not
withdraw such offer to purchase for a period of sixty (60) days following submittal of the
executed DDA and DA to the City. Such offer shall remain in effect for a period of sixty (60)
days to enable the City to (a) determine whether it desires to enter into such a DDA and DA; (b)
take the actions necessary to authorize the City to sign the DDA and DA if the City desires to do
so; and (e) sign the DDA and DA. If the City has not considered and approved the DDA and DA
by such 60th day or, at the end of any extension mutually agreed upon by the City and Developer
in writing, then this Agreement shall automatically terminate.
4.3 Deposits and Costs.
4.3.1 Good Faith Deposit. Within three (3) business days following execution
of this Agreement by the City, Developer will submit to the City a good faith deposit in the sum
of Two Hundred Fifty Thousand Dollars ($250,000) (the "ENA Deposit -) in the form of a check
to the City to ensure that Developer will proceed diligently and in good faith to negotiate and
perform all of Developer obligations under this Agreement and to also be applied to cover any
City Transaction Expenses (defined below) incurred by the City after the Effective Date of this
Agreement. The ENA Deposit shall be deposited in an account in a bank or trust company
selected by the City. Interest shall accrue to any balances in the account for the benefit of
Developer and as additional security for Developer's obligations hereunder. The ENA Deposit
will be expended to cover the City's costs during the DDA negotiation process, and the ENA
Deposit will be depleted accordingly. Each time the amount of funds in the ENA Deposit
account is depleted below Fifty Thousand Dollars ($50,000), Developer shall be required to
submit an additional Fifty Thousand Dollars ($50,000) to City which shall be credited by the
City to the ENA Deposit account.
4.3.2 City Transaction Expenses. From and after the Effective Date, the ENA
Deposit may be used by the City to pay the City's third party predevelopment costs including,
vvdboui hrndodou, third party consultants, outside counsel, and any other expenditures required
in connection with the drafting, negotiation and execution of the DDA or termination ofthis
/\gn:enncnL including any and all City third party fees and costs incurred by legal ouunyci
financial and other consultants ("City Transaction Expcnscs"). City Transaction Expenses donot
include any fees or deposits required of Developer for processing cnddcmncnt applications or
complying with provisions of the California Environmental Quality /\c( ("CBO/\") or its State
CB0/l implementing regulations. Determination o[ costs, expenses, and fees constituting City
Transaction Expenses shall he made by the City in its sole discretion and Developer shall upon
request hc entitled io receive summary notices from the City setting forth amounts constituting
City Transaction Expenses iobc retained byCity.
43.3 iftho Parties enter into u
/\
DDvvidhinLboLin�e Return pedod idcndOuj in Section of this AorccoocnL the City shall return any
remaining unused funds in the EN/\ Deposit account Lo Developer or Developer can apply it to
any additional deposit required as security for the performance under the DDA. l[ the Parties fail
to enter into the DD/\ within the time period identified in Section 4.2 of this Agreement orany
extension ihcrc{m, the City may retain any remaining unused portions n[the EN/\ Deposit only if
Developer has not negotiated di|i��n� or in ond faith not oui its � o
under this Agreement and the City has negotiated diligently and in good faith and has carried out
its oh|i,,u1iuns under this /\grccrncnL The Developer's failure to aubrnk to the City p|uoy,
reports, studies. investigations, applications and materials specified in Section 5 and Section 6 of
this /\grcrnncni within the time periods specified Lhcrciu, ahu|| he deemed to dernoosim1c
Developer's failure to negotiate diligently and in Anmd faith and its failure to carry out its
obligations hereunder. |f Developer has failed tndo so, inasmuch as the actual dumoaQcm which
would orsu|i from u hceocb by Developer of its obligations under this /\grccnlcuL are uncertain
and would he impractical or cx1rcuoc|y difficult to determine, the City sbu|| he ruddod to retain
any remaining unused portions of the original $250,000 ENA Deposit Plus interest, if any, which
has accrued thereon, um liquidated and agreed damages,
4.34 Not Sole Remedy of City. Subject to Section 106 of this /\gcecmeuL by
the initials of their respective signatories hereunder, the City and Developer acknowledge and
agree that forfeiture of the original amount of the dennnb with any interest earned and
accrued thereon) is not in lieu of any other relief, right o, remedy tnwhich the City might be
entitled by reason of Developer's default (other than u doOuuk in any obligation to negotiate in
good faith which shall be governed bv the preceding .
CITY�S INITIALS
DEVELOPER'S INITIALS
4.3.5 [kcveknper acknowledges that it is currently
anticipated that the D[\A mbuU require an additional deposit in an amount to he determined as
security for the performance o[ Developer's Vb|i�ationsunder the DD/\.
4.3.6 Costs and Expenses Borne by Developer. Developer acknowledges and
agrees that the City shall have no responsibility to pay or reimburse Developer for costs and
expenses incurred by Developer in connection with this Agreement or the compliance by
Developer with its obligations under this Agreement unless the City assumes any specific
responsibilities in the fully executed DDA. Costs and expenses for which Developer shall be
responsible include all pre - contractual expenses described in the RFP, all City Transaction
Expenses and all costs and expenses incurred by Developer with respect to compliance with the
terms of this Agreement.
4.3.7 Developer Right to Terminate. Developer may terminate this Agreement
in the event that during the course of the investigations and evaluation of the 1 C Property and the
Project, it determines in good faith that the Project is not feasible or financeable. The City shall
return the deposit (less any costs of the City associated with negotiation of the DDA from the
Effective Date together, with any interest accrued thereon) to Developer upon termination of the
Agreement in the event Developer has negotiated in good faith hereunder and materially
complied with the terms hereof.
4.3.8 Payment of Outstanding Amounts. Upon a termination of this Agreement
other than as set forth in Section 4.4, to the extent that the fimds provided by Developer to pay
the City Transaction Expenses are not sufficient to pay all City Transaction Expenses, Developer
shall promptly fund the amount remaining unpaid to the City.
4.3.9 Survival of Provisions. The provisions of this Section 4.3 shall survive the
termination of this Agreement.
4.4 Exclusivity; Good Faith Negotiations. During the period of exclusive
negotiation, the City covenants and agrees to negotiate exclusively with Developer and shall not
solicit another party for the Project or enter into any agreement with any other party regarding
the development of the 1 C Property or any portion thereof. The City acknowledges and agrees
that but for this exclusivity, Developer would not have entered into this Agreement. In the event
a court of competent jurisdiction determines in a final decision that the City has breached this
exclusivity covenant, the City shall be deemed to have failed to negotiate in good faith. For any
breach of the covenant of good faith by the City, provided a DDA has not been entered into
pursuant to this Agreement, Developer's sole remedy shall be the termination of this Agreement
and the return of the good faith deposit (together with interest accrued thereon) and any other
deposits made by Developer pursuant to this Agreement.
4.5 Inspection; License.
4.5.1 Access License. The City hereby grants to Developer, for use by
Developer and its employees, representatives, agents, contractors and consultants (collectively,
the "Developer Parties "), a License during the term of this Agreement to enter upon the 1C
Property for purposes of conducting a due diligence inspection, provided that Developer shall
and shall cause the Developer Parties to: (a) deliver to the City written evidence that Developer
has procured the insurance required under Section 4.5.2; (b) give the City twenty -four (24) hours
telephonic or written notice of any intended access which involves work on or may result in any
impairment of the use of the 1C Property ; (c) access the 1C Property in a safe manner;
(d) conduct no invasive testing or boring without the written consent of the City; (e) allow no
dangerous or hazardous condition created by Developer and/or the Developer Parties to continue
beyond the completion of such access; (0 comply with all laws and obtain all permits required in
connection with such access; and (g) conduct inspections and testing, subject to the rights of any
existing tenants o, contractors doing work onthe |C Property , if any (which inspections and
testing, if conducted ut times other than normal humiueem hours, shall be conducted only after
obtaining the City's consent, vvbicb ehu|i not be unreasonably withheld). The limited |iucuac
granted herein is revocable by the City during the continuation ofany breach n[ this Agreement
by Developer and shall be uuinnou1icu||y revoked and terminated, without further action of the
City, upon the termination of this Agreement or any period of exclusive negotiation hereunder.
4.5.2 Insurance. Developer shall obtain. or cause the Developer Parties, with respect to
their access and investigative activities, to nhiou, at Developer's or the Developer Parties' oo|c
cnyi and expense prior to oomonooucconcni of any investigative uodvidcm on the |C Property , u
policy of commercial general liability insurance covering any and all liability of Developer and
the City arising out of [}�v�|oper`x inv�md�a1ivc uutivitits, in ou amount of $1,000,000 and
issued by ucornpuny authorized by the Insurance Department o[the State of California and rated
/\, \/L| or better (if an odooiUcd carrier) or /\-, }( (if offered, by u surplus line broker), by the |a1csi
edition of Best's Key Rating Guide. Such policy of insurance sbu|| uuooc the City, its officials
and cnop|oyccm as additional insured on the policy. Developer shall provide certificates of
insurance and insurer endorsements (or ocopy of the signed policy binder, if applicable), signed
by a representative of the carrier evidencing the required insurance. Such policy of insurance
shall be kept and maintained in force during the ieon of this Agreement and so long thereafter uy
necessary to cover any c|uixlm or duoouge* by persons or pn`ycdy resulting from any outs or
omissions of Developer and/or the Developer Parties.
4.5.3 Indemnity. [)cvckxper bcrcbv agrees to indemnify, defend protect and
hold the City and its elected officials, cnop|oyccm, agents, representatives, consultants and
contractors free and harmless from and against any and all claims, costs and/or Losses arising in
connection with or resulting from Developer's or the Developer Puni:a` access to the |C
Property or its cscrciuc of its rights hereunder, including, without |iouiia1ioo, any inspections,
eurvcya, tests or Studies performed by Developer orthe Developer Parties, save and except to the
czicut such c|uinum result from the gross negligence or willful misconduct of the City or its
agents, employees orrepresentatives. Developer sha|| keep the |C Property free and clear ofany
mechanics' liens orcuoteria|nusu'a liens related to Developer's inspection mfthe |[ Property. The
indemnification by Developer set forth in this ' Section 4.5.3 shall survive the termination of this
Agreement undihc execution of the DO/\ and the closing and transfer k/ Developer and shall
not merge into any deed granted pursuant to the DD/\.
5'8 Proposed Development Coneep .
5.1 Compliance with Existin Land Use and Zonin2 Requirements. The proposed
Project to bc negotiated hereunder shall include the development and use of the LC Property
consistent with the MC/\S Tustin Kcuoc Plan, the General Plan, and the Specific Plan.
5.2 Terms of DDA to be Ne2otiated. Developer and the City agree that it is their
intent, upon entry into this Agreement, in negotiate DD/\ which is anticipated to address the
following terms and conditions and such other terms and conditions as they may agree, and
which will be binding upon City and Developer and, to the extent provided therein, their
successors and assigns.
5.2.1 Essential Terms. Developer shall acquire the 1 C Property from the City.
The terms and conditions of the conveyances, including but not limited to the manner of the
conveyance, the conditions precedent to conveyance, the amount of the purchase price, the
methodology and approach for City of Tustin Profit Participation shall be determined as part of
the negotiation of and detailed in the DDA, provided Developer acknowledges and agrees that
the purchase price for the 1 C Property shall be consistent with Developer's Response to RFP.
5.2.2 As -Is Conveyance. While Developer should undertake its own
investigation to determine the presence of hazardous materials and suitability of the IC Property
for development, Developer acknowledges and agrees that if the I C Property is conveyed by the
City pursuant to a DDA, the IC Property shall be conveyed on and "AS -IS, WHERE -IS AND
WITH ALL FAULTS" basis, and Developer shall be obligated to release, defend, indemnify and
hold harmless the City with respect to its acquisition and development of the I C Property and the
condition of the I C Property, including any and all land use, soil and environmental conditions
of the I C Property.
5.2.3 Development. The Developer shall design and construct the Project on the
I C Property at its own cost and expense in accordance with the scope of development and a
schedule of performance to be negotiated as part of the DDA and in accordance with plans and
specifications prepared by Developer, and approved by the City in accordance with such
schedule of performance and in compliance with all requirements and regulations of the City
including, without limitation, applicable zoning.
5.2.4 Product Mix. Developer understands and acknowledges that the product
mix proposed for the Project will be subject to approval by the City, in its governmental
capacity, and any necessary City entitlement approvals requested, including the specific
development option included in Developer's RFP Response that is desired by the City. The
actual tenant mix and total square footage to be developed on the IC Property will be based on
compliance with development standards in the Specific Plan and any requirements contained in
the DDA
5.2.5 Tustin Legacy Backbone Infrastructure Program Costs. In connection
with development of the IC Property, Developer shall have a Fair Share Obligation to make a
contribution to the Tustin Legacy Backbone Infrastructure Program, as a Fair Share Contribution
to the Tustin Legacy Backbone Infrastructure Program. The Fair Share Obligation allocated to
the IC Property is currently estimated at $10,305,617 and shall be adjusted at building permit
stage based on refined design information, updates to the benefit analysis or availability of any
outside funding sources and adjustments in the construction cost index, as appropriate.
5.2.6 Community Facilities District (CFD). Consistent with Developer's RFP
Response, the DDA shall provide for imposition of a CFD including the Tax A and Tax B
approaches used within the Tustin Legacy Project as described in the RFP, with CFD proceeds
flowing solely to the City. Developer acknowledges and agrees (a) that the DDA shall provide
for creation and imposition of the CFD, (b) that its development plan will not require use of CFD
proceeds and (c) that C0 proceeds will not be used W reimburse Developer for its Fair Share
Obligation nr Project mpcciOc infrastructure costs.
5.2.7 Local Infrastructure. The Developer will also be responsible for all costs
o[ any necessary Local Infrastructure Improvements and in-tract improvements as identified for
|C Property in the Fl[p.
5.2.8 Applications. Developer shall pnrpun: and process applications for and
obtain from the City and other federal, state and local jurisdictions, all applicable land use,
planning and zoning approvals for the proposed development with the support of the City. These
entitlements will be required iohe consistent with the Specific Plan, unless ua part of approval of
any application Linder the Tustin City Code modifications to dovc|opnncni standards are granted
hy the City.
5.2.9 Proiect Costs. Project costs and revenues will be acpundc|y analyzed and
funding ofall Project costs will he the responsibility o[ Developer, usapplicable.
52.10 Development . In connection with its development of the |C
Property, Developer aoknovv|cdQcm that the |C Property will be subject to applicable
development bees, including but not |irniicd to those required by the City of Tustin, or other
jurisdictions ouoh as the Foothill/Eastern Corridor Fee, the Santa /\no/Tuodn Transportation
System Improvement Area (T8l/\) fee, school impact fees by the Tustin LJoiUod School District
(TQSD), ouoout Vosngo County � School Fooi|ih/ Bonds (Measure U and Measure L), utility
rand connection §:cs. Dovc|opuco|so acknowledges that the |C Property may be subject to
u future oornonuniiy facilities district for financing of school facilities to benefit Tustin pursuant
to an agreement between the City and the Tustin Unified School District regarding the transfer of
school sites.
5Z11 Qcvokx`er acknowledges that the
[J[]/l shall contain |inuhotk)uy on transfer and assignment of the rights of Developer including
the right ofthe City to approve in its sole discretion all assignments and transfers by Developer
of interests in Developer or in the DD/\.
5.2.12 Mortgagee Limitations and Subordination. Developer acknowledges that
the DD/\shall impose limitations on mortgages and mortgagees and shall require subordination
of any mortgage to the DDA and DA and other transaction documents as applicable.
5.2.13 Remedies and Termination Rights. Developer acknowledges that the
DD& abu|i contain remedies and termination rights in favor of the City for breach of the D[)/\,
which shall include without limitation, rights of reverter in conveyed land.
6'0 '
0.1 Status Reports. Developer agrees tn make bi-week|y oral and/or written reports
advising the City and/or its mtofTo[all matters and studies being made, including Developer's
pu`�rcso in aoulvzin�tbc feasibility of the Project um may be requested by the City or its staff.
6.2 Development Team. Developer shall, within ten (10) days of execution of this
Agreement, submit in writing to the City full disclosure of the names of Developer's agents,
authorized negotiators, professional employees or other associates of Developer who may be
participants in development of the Project and other relevant information concerning the above,
such as addresses, telephone numbers and employers. Developer shall also designate and submit
in writing to the City the names of all Developer's lead negotiators who shall have authority to
make decisions on behalf of Developer.
63 Financial Status. Developer shall continue to be responsible for demonstrating
to the City Developer's financial capacity and capability to perform its obligations under this
Agreement and the proposed DDA. Developer shall submit any additional financial information
required to demonstrate Developer's financial capacity and capability to perform its obligations
under this Agreement and the proposed DDA as requested by the City within thirty (30) days of
a request. Developer shall identify with specificity the documents which Developer wants the
City to maintain as confidential documents and a statement as to why the request is consistent
and complies with the provisions of the Public Records Act of the State of California. If
confidentiality is requested and if nondisclosure under the Public Records Act is allowed, the
documents shall be delivered to and maintained by the City and copies shall not be disseminated.
To the extent permitted by law, the City shall not make public disclosure of the documents. The
City's agents, negotiators and consultants may review the statements as necessary as long as
such parties agree to maintain the confidentiality of such statements.
6.4 Assignment. If Developer determines to joint venture or partner development of
the IC Property , or if Developer determines to form a new legal entity to develop the IC
Property , Developer shall promptly inform the City of such determination and submit to the City
the joint venture's or partner's most recent financial statements and the financial statements of its
key principals. The assignment of Developer's rights under this Agreement to any new entity,
partnership or joint venture may be approved in writing by the City, provided that the City is
satisfied in its sole discretion, that the new entity, partnership, or joint venture has the financial
capability to perform under this Agreement and the proposed DA.
6.5 Design Review /Entitlements. It is understood and agreed by Developer that the
quality, character and uses proposed for the Project are of particular importance to the City and
that planning and design review approval and other entitlements by the City will be required for
the development of the I C Property. Developer and the proposed architect and engineer for the
Project shall meet with representatives of the City to review and come to a clear understanding of
the planning and design criteria required by the City. Within twenty (20) days after the Effective
Date, Developer shall submit a schedule for entitlement processing. Within sixty (60) days after
the Effective Date, Developer shall submit for approval of the City preliminary revised design
drawings and related documents containing the overall plan for development of Developer's
Project including the following: preliminary site plan showing building layout and dimensions,
parking, landscaping and access on or related to each individual parcel, floor plans, preliminary
materials call -outs and conceptual building renderings and a development schedule.
6.6 Project Financial Pro Forma. Within sixty (60) days after the Effective Date,
Developer shall submit revised overall cost and revenue estimates, Project cost and revenue data
including information on Project's financial return adequate to enable the City to evaluate
Developer's Business offer and economic feasibility of the proposed development of the Project,
as proposed, on the |C Property. The information submitted shall be in the same 8uxincoy Plan
fbmnui provided in response to the Keoucg for Proposal for Disposition Package |C or as
oihcnvi*c requested by the City. The financial pro 6/nnum for the Project shall rcDcci any
cnnnnncnts the City provides to Developer on the preliminary site plan.
6.7 Additional Information. Developer understands and ugccem that the City's
negotiating team reserves the right a1 any time io rcoynnubk/ request from Developer additional
information, including data and ooronnitnocnim to umccduin the depth of Developer's capability
and desire to develop the |C Property expeditiously. The City's negotiating team will provide u
reasonable time in which Developer may nhiuin and ouhnnit to the City such additional
information.
6.8 Contacts During Ne2otiation. Developer shall only oogo1io(c with the City's
negotiating (onm as defined in writing by the City Manager or his or her designated
representative and with no other persons unless expressly authorized to do so by the City's
negotiating tcunl. During the period of negotiations, Developer ebaU make no statements to the
media uhnui the proposed Project vviiboui the approval of the City Manager or his or her
designated representative. The Duvc|opcc`x failure 0o cnnop|Y with the provisions of this
Section shall be conclusive evidence that Developer has not -negotiated in good [bitb."
6.9 Environmental and Other Studies.
6.9.1 Envirom-nental Requirements. Cnnop|hxncc with CP()A is u legal
precondition io any final City action k` approve and execute uDD/\ and DA for the |C Property.
[}ovc(oper shall cooperate with the City and ubk]m by the Oh/`m enwinnonlunkz< compliance
procedures and fee requirements, which include, but are not limited Lo, the obligation to deposit
funds to pay all of the Ciiy`o costs u[ preparing any additional required unvirnonneutu| studies as
may bedetermined.
6.922 Developer ubui provide the
City, without cost or expense to the City, copies of all plans, reports, studies or investigations
(collectively, "Plans") prepared by or on behalf of Developer for development of the Project on
the |C Property. All Plans shall be prepared at Developer's sole cost and expense. If this
Agreement is terminated for any reason other than u rnuicda| breach or default hereunder by the
Ciiy, the City may request that Developer, for consideration to be mutually u�rmcd, transfer
Developer's rights to any or all Plans identified by the City, but in no event shall the cost tothe
City exceed five hundred dollars ($500.00). Upon such request, Developer shall deliver k/the
City copies ofall Plans requested by the City together with uhi|| of sale therefore, provided that
Developer makes no representations, vvoorontec or guarantee regarding the completeness or
accuracy of the Plans, and Developer does not covenant 1n convey the copyright or other
ownership rights of third parties thereto. Such Plans sbo|i thereupon be hue of all claims or
interests of Developer or any liens or encumbrances. Upon the City's acquiring, Developer's
rights to any or all of the P|uos` the City sbu|| be permitted to use, grant, license or otherwise
dispose of such Plans to any person or entity for development of the I C Property or any other
purpose; provided, however, that Developer shall have no liability whatsoever to the City or any
transferee nr title io the Plans io connection with the use nf the Plans
6.9.3 Hazardous Materials Assessment. Dopckxper acknowledges that, in
accordance with the City ofTue1iu`a acquisition of the |C Property from the Department ofthe
Navy by quitclaim, the Navy found and determined that there was no contamination on the )C
Property and issued u Finding of Suitability for Transfer (-XrOS7[-) dated April 22, 2002. The
City would intend upon approval of DD/\ to sell and convey by quitclaim in the munoc manner
as the parcels were conveyed tothe City to include the covenants and warranties as identified in
the Nuvy`u quitclaim deed attached in the P(PP.
6.9'4 The Dcvckoncr, and any perolb(cd assignee(s), will be
responsible in conjunction with any DD/\ to provide connoncrckd general |kabi|itY, workers
compensation, builder's risk property iuxuronoc" and environmental insurance as identified in the
|{[p.
7.0 The Developer.
7] Nature of Developer. Developer will be Regency Centers Acquisition, LLC
Corp. or such other bumiucue entity (such as u |bndcd liability corporation) uy the City may
approve for Disposition Package |C, , upon such terms and conditions asthe City may request
and the City and [}cvdnper may agree, as specified in the DDA and DA. Should unoibn,
business entity be desired by Developer, subject to approval of the City, , Developer uhuU
submit u copy of the applicable formation doounncn1m relating to Developer and any corporate
nocnnbe,u of Developer (i.e., as applicable: articles of incorporation; partnership ugrccnncn1;
and/or |inndcd liability corporation udio|cm of incorporation, mtutcnncnL of information and
operating agreement).
72 Offices of Developer. The principal local offices o[ Developer are located o19l5
Wilshire Boulevard, Suite 2200` Loo Angeles, California, 90017. The principals of Developer
are as follows:
Mac Chandler, Manager Director-West
John T. Mcbigan, Vice President, |ovcmLmcni
John Hayes, Vice President ofProject Muuagtnncni
Steve Shaul, Senior Manager ofInvestments
73 Developer io required iomake
full disclosure to the City of any changes to its principals, officers, stockholders, partners, joint
venturers, Project employees, and other associates and all other pertinent information concerning
Developer and its associates, as identified in its RFP responses. Developer agrees to mubyituic
or supplement any of its consultants and professionals as reasonably requested by the City.
8.0 The Developer's Financial Capacity.
8.1 Financial Capacity. Any additional financial information required to
demonstrate financial capacity and capability to perform the obligations under this Agreement of
if requested, shall be submitted to the City or its consultant as requested by the City
for the purposes of this Agreement.
82 Eguity. Developer proposes ioohtainhscmity capital for development ofthe
|C Property from in-house financing.
8.') Construction Financin. Developer proposes to Onauou Project costs for
development ofthe /C Property with 100% equity.
8.4 . Developer is capable of providing
financing for the development o[the |C Property without the necessity of third party financing.
8.5 Bank and Other Financial References. The Developer's bank and other
financial references are as set forth in Developer's RF9flcyponac.
8.6 Full Disclosure. Developer will he required to ruukc and maintain [u||
disclosure to the City ofthe methods of financing and the financing documents io be used in the
development.
9'0 .
9.1 Environmental Requirements. /\ final Euvinuonmcnia| Impact
S(utcnncoi/Eovinononcutu| |nnpuoL FlepnnL ('|8XS8BIR"") has been prepared and certified for the
MC/\S Tustin Reuse Plan. Developer agrees to Finance and supply information and otherwise
uosiai the City as requested to cnuhlc the City to dsLcmoiue the environmental impact of the
proposed development of the Project as described by the DD/\ and D/\ and to prepare such
additional environmental documents, if any, as may be needed to be conny|otcd for the
dcvo|opnncoi.
9.2 Assistance and Cooperation. The City shall cooperate with Developer by
providing appropriate information and assistance os reasonably requested by Developer.
9.3 Plans and Studies. The City shall. within ten (|O) business days of execution of
this Agreement and at no cost to Developer, provide Developer with copies ofall plans, reports,
studies, investigations and other materials the City may have pertinent (o Disposition Package |C
and/or development of the Project oothe |C Property provided. however, that the City makes no
repncseoiuiioom" v/urranicc or guucunicc regarding the connp|t|coces or accuracy of such plans,
reports, studies, investigations and other materials.
9.4 FO8T. The City agrees to provide a copy of the P(}8-[(o Developer within 10
days following the Effective Date.
X0'0
10.1 Assistance and Cooperation. Developer and the City shall reasonably cooperate
with one another to achieve the objectives and purposes of this Agreement
102 Real Estate Commissions. The City ubul| not be liable for any noa| osio1e
commission, finder's fee or any broker's fees vvhiub may udac from this Agreement. Developer
represents that it has not engaged any broker, agent, or finder in connection with this Agreement
and Developer agrees to hold the City and its representatives hunn|cou from any |nmecs and
liabilities arising from or in any way related to any claim by any broker, agent, or finder retained
by Developer , regarding this Agreement or the sale or development of the 1C Property . The
provisions of this Section 10.2 shall survive the termination of this Agreement.
10.3 No Citv Duty. Except as expressly provided above in Section 4.3.3, the City
shall have no obligations or duties hereunder and no liability whatsoever in the event the City
and Developer fail to agree upon or to execute a DDA and a DA.
10.4 Non - Liability of Citv Officials and Employees. No member, official,
representative, director, staff member, attorney or employee of the City shall be personally liable
to Developer or any successor in interest in the event of any default or breach by the City or for
any amount which may become due to Developer or to its successor, or on any obligations under
the terms of this Agreement.
10.5 Entire Agreement. This Agreement represents the entire agreement of the City
and Developer with respect to the matters set forth herein and supersedes any prior negotiations
or contemporaneous writings or statements. This Agreement may not be amended except in
writing signed by each of the City and Developer hereunder.
10.6 Attorneys' Fees. If either the City or Developer brings an action or tiles a
proceeding in connection with the enforcement of its respective rights or as a consequence of any
breach by any party of its obligations hereunder, then the prevailing party in such action or
proceeding shall be entitled to have its reasonable attorneys' fees.
10.7 Covenant Against Discrimination. Developer shall not discriminate against nor
segregate, any person or group of persons on account of sex, race, color, age, marital status,
religion, handicaps, creed, national origin or ancestry in the sale, lease, sublease, transfer, use,
occupancy, tenure or enjoyment of the l C Property , nor shall Developer establish or permit any
such practice or practices of discrimination or segregation in the selection, location, number, use
or occupancy of tenants, lessees, subtenants, sublessees or vendees of the l C Property.
10.8 Notices /Submittals. All notices or submittals required or permitted hereunder
shall be delivered in person, by overnight courier, or by registered or certified mail, postage
prepaid, return receipt requested to such party at its address shown below, or to any other place
designated in writing by such party.
City: John Buchanan, Program Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
Jeffrey C. Parker, City Manager
City of Tustin
300 Centennial Way
Tustin, CA 92780
Developer; John Mehigan, Vice President
91Vilshire Boulevard
Suite 2200
Los Angeles, CA 90017
10.9 Any such notice or submittal shall be deemed received upon delivery, if delivered
personally; one (1) day after delivery to the courier, if delivered by courier; and three (3) days
after deposit into the United States mail if delivered by registered or certified mail.
10.10 Prohibition Against Assignments. This Agreement shall not be assigned by
Developer without the consent of the City in its sole discretion. Any attempted or purported
assignment by Developer of this Agreement without the consent of the City as aforesaid shall be
void and a breach by Developer of its obligation to negotiate in good faith under this Agreement.
10.11 No Third Party Beneficiaries. Execution of this Agreement is not intended to
create or confirm any third party beneficiary rights in or create any liability on the part of either
the City or Developer to any third parties.
10.12 Effect of Disposition and Development Agreement. Following mutual
execution by the City and Developer of a DDA and DA, this Agreement shall be of no further
force or effect, except that unless otherwise agreed in writing by Developer and the City, the
releases set forth in Sections 3.5 and 6.9.2, the indemnities set forth in Section 4.5.3 and Section
10.2 and the confidentiality provisions of and Section 10.13 of this Agreement shall remain in
effect with respect to claims arising during the term of this Agreement. In the event of any
conflict between the provisions of this Agreement and any DDA or DA approved by the City and
Developer, the provisions of the DDA and DA shall for all purposes prevail.
10.13 Confidentiality. The City and Developer represent and warrant that each shall
keep this Agreement and all information and /or reports obtained from the other, or related to or
connected with the 1C Property, the other parties, this Agreement, and until presentation to the
City for approval, the DDA and DA or any other documents negotiated by the City and
Developer, confidential and will not disclose any such information to any person or entity
without obtaining the prior written consent of the other parties, except that the City shall have the
right to disclose any information contained in any third party reports obtained by Developer and
Developer shall have the right to make disclosures to Developer's employees and independent
contractors, including but not limited to consultants, financial planners, outside counsel, and
experts as necessary in order to determine if the Project is feasible and financeable.
Notwithstanding the foregoing, this Agreement, the draft DDA and DA and all other material
relating to this Agreement are subject to the provisions of the California Public Records Act
(Government Code Section 6250 et seq.). The City's use and disclosure of its agreements and
records are governed by this Act. The provisions of this Section shall survive the termination of
this Agreement.
10]4 The Agreement shall be interpreted in
accordance with California law. The Parties agree that in the event nf litigation, exclusive venue
shall bein Orange County, CuUO,roia.
10. 15 Counterparts. This Agreement may be shzned in one o, more Counterparts, each
of which sbu|/ constitute an original and all of which {nvc|hcr sboU constitute one and the same
IN WITNESS WHEREOF, the City and Developer hereto have executed this
Agreement as of the date set opposite their signatures.
Dated:
APPROVED AS TO FORM
By 4
David Kendig
City Attorney
°CUTY"
City of Tustin
in
Jeffrey C. Parker
City
Dated: "DEVELOPER"
REGENCY CENTERS
AC0U|S|T|ON,[L[,
By: Regency Centers, LP_a
Delaware limited partneo, its Manager
By: Regency Centers Corporation, a
Florida corporation, it� General
Partner 11 /
Tit P
Exhibit A
ICProperty Legal Description and Site Map
LEGAL DESCRIPTION
Lots 1, X, and Y of Tract No. 17404 in the City of Tustin, County of Orange, State of California
as shown on a map filed in Book 884, Pages 1 to 14, Official Records of Orange County,
California.
SITE MAP
DISPOSITION AREA 1G EXHIBIT
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