HomeMy WebLinkAboutCC 09 ENA TUSTIN LGCY 10-18-04
A G END A REPORT
Agenda Item ~
Reviewed: J!1!
City Manager
Finance Directo ~'"
MEETING DATE:
OCTOBER 18, 2004
TO:
WILLIAM A. HUSTON, CITY MANAGER
FROM:
CHRISTINE SHINGLETON, ASSISTANT CITY MANAGER
EXTENSION OF EXCLUSIVE AGREEMENT TO NEGOTIATE WITH
TUSTIN COMMUNITY PARTNERS, LLC FOR THE TUSTIN LEGACY
MASTER DEVELOPER SITE
SUBJECT:
SUMMARY
Approval is requested for an extension to the Exclusive Agreement to Negotiate with
Tustin Legacy Community Partners, LLC.
RECOMMENDATION
It is recommended that the City Council authorize the City Manager to execute an
extension to the Exclusive Agreement to Negotiate (ENA) between the City of Tustin
and Tustin Legacy Community Partners, LLC.
FISCAL IMPACT
Tustin Legacy Community Partners has been depositing funds to cover City costs of
planning and negotiations to date. The intent of the continuing negotiation period is to
complete Phases II through V in order that the City may then complete a final
Disposition and Development Agreement (DDA) for City Council consideration. There
will likely be direct financial impacts from the eventual development of the Tustin Legacy
Master Developer site. Fiscal impacts will be evaluated as part of the negotiation
process and summarized for the City Council when the DDA is brought forward for
consideration.
BACKGROUND
The Tustin City Council previously selected Tustin Legacy Community Partners, LLC
(the "Developer") for negotiations on the development of an approximate 700 acre
Master Developer site at Tustin Legacy. An Exclusive Negotiation Agreement (ENA)
was executed for the project on November 1, 2003. The ENA identified a five phase
planning and negotiation process as follows:
EXTENSION OF EXCLUSIVE AGREEMENT TO NEGOTIATE WITH TUSTIN COMMUNITY
PARTNERS, LLC FOR THE TUSTIN LEGACY MASTER DEVELOPER SITE
Page 2
Phase I-Preliminary Master Development Plan (PMDP)
Phase II-Refinement of Master Development Plan (MDP) & Infrastructure
Plans & Completion of Preliminary Business Plan
Phase III-Preparation of Master Development Package
Phase IV-Negotiation of Term Sheet and DDA
Phase V-Secure Development Entitlements and Conveyance
As stipulated in the ENA, the Developer agreed to complete Phases I through III of a
Master Development Planning Process over an eight month process through June 29,
2004, unless extended in writing or earlier terminated. A PMDP was completed, and
substantial progress has been made in completing Phases II and III of the Master
Development Process. The City Council reviewed and provided direction on the PMPD
on February 17, 2004.
In late June 2004, the City Council requested staff to work with the Developer to revise
the PMDP by providing additional open space and a new park program. Because TLCP
had been negotiating diligently and good faith, pursuant to Section 2.2.3 and 2.29 of the
ENA, staff provided two 30 day extensions of the time frame for completion of Phases II
through III until August 28, 2004.
Since June, the City also has hired the firm of Skidmore, Owings and Merrill (SOM), and
City staff and the Developer have engaged in an intensive design and planning dialogue
with SOM's representative, Phil Enquist. The Developer during this period has worked
diligently and in good faith to complete a refined MDP with the City and Mr. Enquist. As
they continue to refine the plan, the Developer has also continued to pursue important
technical studies that have significance to the plan as a whole. A presentation to the
City Council on the progress of the MDP has been scheduled for a City Council
workshop on November 1, 2004. This would permit the Developer to complete Phase II
through III before the end of the year. Once these Phases are completed, City staff can
more forward to negotiate a Term Sheet by April 1, 2005 and a DDA by August 1, 2005.
The Developer has made reasonable and sufficient progress towards fulfillment of the
requirements of the ENA. Accordingly, we would recommend an extension of time of
the negotiation period identified in the original ENA to permit completion by the
Developer of Phases II through III before the end of the year and completion of the DDA
by August 1, 2004, unless additional time is necessary subject to written agreement of
the City and the Tustin Public Financing Authority. All other terms of the ENA would
continue to remain in effect.
,
FIRST AMENDMENT TO EXCLUSIVE NEGOTIATION AGREEMENT
THIS FIRST AMENDMENT TO EXCLUSIVE NEGOTIATION AGREEMENT (this
"ENA Amendment") dated as of August 28, 2004 ("Amendment Effective Date") is entered
into by and among THE CITY OF TUSTIN (the "City"), the Tustin Public Financing Authority
(the "Authority"; the Authority and the City collectiveiy, the "Agencies"), and TUSTIN
LEGACY COMMUNITY PARTNERS, LLC, a Delaware limited liability company (the
"Developer"). The City, the Authority and the Developer (collectively, the "Parties") hereby
agree as follows:
RECITALS
A. Reference is made to that certain Exclusive Negotiation Agreement (Master
Development Site) dated as of November 1, 2003 (the "Effective Date"), by and among the
Agencies and Developer (the "Original ENA").
B. The Parties acknowledge and agree that as of the Amendment Effective Date,
(a) the Parties have worked diligently and in good faith to complete Phase I and to commence
Phases II and III of the Master Development Planning Process, as established in the ENA, have
completed Phase I of the Master Development Planning Process and have made substantial
progress towards completing the various tasks established in Phase II of the Master Development
Planning Process as specified in Section 2.2.1 of the Original ENA and revised by this ENA
Amendment and (h) none of the Parties is in breach of the ENA.
C. At the request of the Developer, the City has previously granted two 30-day
extensions of the Master Development Planning Process, pursuant to Section 2.2.3 of the
Original ENA, in order to extend the time for completion of Phases II through IV of the Master
Development Planning Process to the Amendment Effective Date.
D. The Parties now desire to amend the Original ENA to extend the dates for
completion of Phases II, III and IV of the Master Development Planning Process and to extend
the ENA Term set forth in the Original ENA, in order to reflect the extensions granted with
respect to Phase I of the Master Development Planning Process, and to provide for certain
additional amendments to the Original ENA as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Agencies and Developer hereby agree as follows:
AGREEMENT
1. Definitions. Capitalized terms used and not otherwise defined in this ENA Amendment
shall have the same meanings given to them in the Original ENA. From and after the
Amendment Effective Date, all references in the Original ENA to "this Agreement" shall be
deemed to refer to the Original ENA as amended hereby (the "ENA").
2.
Amendments. The Original ENA is hereby amended as follows:
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(a) The last sentence of Section 2.1.2 of the Original ENA is hereby deleted and
replaced with the following:
"The parties shall negotiate and collaborate on the design and development of the
Master Development Plan Package according to the five-phase process generally
outlined in the Master Development Planning Process within the time periods set
forth on the schedule attached as Exhibit "D" to the ENA (the "Schedule of
Performance". )
(b) Section 2.1.3 of the Original ENA is hereby deleted in its entirety and replaced
with the following:
"2.1.3 Subject to the provisions of Section 2.2, for the ENA Term (as defined in
the ENA Amendment) , as such date may be extended in writing or earlier
terminated in accordance with the provisions of this Agreement, the Parties agree
to negotiate diligently and in good faith exclusively with each other and to work
together to complete Phases I through IV of the Master Development Planning
Process within the time periods set forth on the Schedule of Performance."
(c) Section 2.2.1 of the Original ENA is hereby deleted in its entirety and replaced
with the following:
"2.2.1 Notwithstanding the period of exclusive negotiations established by this
Agreement and in addition to the termination rights set forth in Section 2.2.4, if
either the City or the Authority determines in its sole discretion and notifies
Developer in writing (a) at any time that the Developer is not negotiating
diligently or in good faith or (b) that the Parties have failed to make substantial
progress in accordance with the Schedule of Performance, including completing
Phase I of the Master Development Planning Process not later than March 1,
2004, Phase II of the Master Development Planning Process not later than
December 15, 2004, Phase III of the Master Development Planning Process not
later than February 1,2005 and Phase IV of the Master Development Planning
Process not later than August 1, 2005 or (c) that on or before February 1,2005
that the Parties have not completed Phases I through III of the Master
Development Planning Process sufficient to allow final negotiation and
preparation of the Term Sheet, then either City or Developer may terminate this
Agreement at any time thereafter upon five (5) days written notice to the other
Parties and such termination shall be binding upon each of the Parties."
(d) Section 2.2.3 of the Original ENA is hereby deleted in its entirety and replaced
with the following:
"2.2.3 On or before the date set forth in the Schedule of Performance for
completion of the work described in each of Phases I through III of the Master
Development Planning Process, the Developer may request in writing from the
Agencies a thirty (30) day extension of the time period for completion of such
Phase of the Master Development Planning Process. Upon receipt of such written
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request, each of the Agencies shall determine in its sole discretion whether
reasonable and sufficient progress has been made toward fulfillment of the
requirements of this Agreement, and, if each so determines, each shall grant the
requested extension to the Developer, with such extension granted in writing. The
date for completion of Phases I through III may be extended by mutual agreement
of the Developer and the Agencies for no more than a total of four (4) thirty (30)
day periods (for a total 120 day extension to the Schedule of Performance), in
accordance with the foregoing procedure. Each such extension shall also extend
the ENA Term and the term to complete Phase IV of the Master Development
Plan Process for the period of the extension granted. The Parties agree that all
four possible extensions established in this Section 2.2.3 may be issued in
accordance with the provisions of this Section 2.2.3 notwithstanding the two
extensions issued by the Agencies prior to the effective date of the ENA
Amendment"
(e) Section 2.2.5 of the Original ENA is hereby deleted in its entirety and replaced
with the following:
"It is the intent of the Parties to conclude exclusive negotiations and to complete
Phases I through IV of the Master Development Plan Process during the period
commencing on the Effective Date and terminating on or before August 1, 2005,
as such date may be extended (a) pursuant to the provisions of Section 2.2.3 or
(b) following completion of Phase III of the Master Development Plan Process,
upon request by any Party, provided that in no event shall the total exclusive
negotiation period established by this Agreement be extended beyond the date
that is twenty four months following the Effective Date without the prior written
consent of the City Council and the Developer (as extended, the "ENA Term").
This Agreement shall automatically terminate upon the last day of the ENA Term
unless the Developer and the Agencies' staff have agreed upon a form of DDA
acceptable to each as of said date."
(f) Section 8.9 of the Original ENA is hereby deleted in its entirety and replaced with
the following:
"8.9 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 and Authority:
City of Tustin
300 Centennial Way
Tustin, CA 92780
Attn: Christine Shingleton, Assistant City Manager
With a Copy to:
Steefel, Levitt & Weiss
550 South Hope Street, Suite 1665
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Los Angeles, CA 90071
Attn: Amy E. Freilich, Esq.
Developer:
Tustin Legacy Community Partners, LLC
250 Commerce, Suite 100
Irvine, CA 92602
Attn: Richard Douglass
With a Copy to:
Centex Homes
2527 Camino Ramon, Suite 250
San Ramon, CA 94583
Attn: Donald J. Sajor, Esq.
Shea Properties
26840 Aliso Viejo Parkway, Suite 100
Aliso Viejo, CA 92656
Attn. Jack Godard
Shea Homes
603 S. Valencia Avenue
Brea, CA 92823
Attn. Les Thomas
Nossaman, Guthner, Knox & Elliott
18101 Von Karman Ave., Suite 1800
Irvine, CA 92612
Attn: John C. Condas, Esq.
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"
(g) Exhibit "A" of the Original ENA is hereby deleted and replaced with a new
Exhibit "A" in the form of Schedule 1 attached hereto.
(h) The ENA is hereby supplemented and amended by adding Exhibit "D" (Schedule
of Performance) thereto in the form of Schedule 2 attached hereto.
3. Counterparts. This ENA Amendment may be executed in any number of counterparts
each of which shall be deemed an original and all of which shall constitute one and the same
agreement with the same effect as if all the parties had signed the same signature page. Any
signature page of this ENA Amendment may be detached from any counterpart of this EN A
Amendment and reattached to any other counterpart of this ENA Amendment identical in form
hereto but having attached to it one or more additional signature pages.
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4. ENA Remains in Effect. Except as specifically provided in this ENA Amendment, all of
the terms and provisions of the Original ENA remain unchanged and in full force and effect.
5. Effectiveness. This ENA Amendment shall be effective when it shall have been executed
and delivered by the Agencies and Developer.
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IN WITNESS WHEREOF, the authorized representatives of the Parties hereto have
executed this Agreement as of the date first set forth above.
"CITY"
City of Tustin
By:
William Huston
City Manager
"AUTHORITY"
Tustin Public Financing Authority
By:
Name:
Its:
APPROVED AS TO FORM
Special Counsel for the City
STEEFEL, LEVITT & WEISS
By:
Amy E. Freilich, Esq.
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TUSTIN LEGACY COMMUNITY
PARTNERS, LLC, a Delaware limited liability
company
By:
Centex Homes, a Nevada general
partnership, a Member
By:
Centex Real Estate Corporation,
a Nevada corporation,
Managing Partner
By:
Richard P. Douglas
Division President
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By:
By:
Shea Homes Limited Partnership, a
California limited partnership, a
Member
By:
J.F. Shea LLC, a Delaware
limited liability company
By:
Jack Godard
Assistant Secretary
Shea Properties, LLC, a Delaware
limited liability company, a Member
By:
Jack Godard
Vice President - Manager
Assistant Secretary
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SCHEDULE "I" to FIRST AMENDMENT TO EXCLUSIVE NEGOTIATION
AGREEMENT
REVISED EXHIBIT "A" TO EXCLUSIVE NEGOTIATION AGREEMENT
MASTER DEVELOPMENT PLANNING PROCESS
Initially capitalized terms used in this Exhibit and not defined herein
shall have the meanings ascribed to such terms in the Exclusive Negotiation
Agreement (Master Development Site) to which this Exhibit is
attached and incorporated by reference.
An integral part of the master development planning and negotiation process will be the
preparation of a Master Development Plan Package, including a Master Development Plan,
Business Plan, and other documents that detail the development plans for the Master
Development Site.
To ensure that the community's vision and the public objectives for this site are realized,
the City of Tustin will work in collaboration with the selected Developer and the Developer's
team of consultants ("Developer Team") to prepare a Master Development Plan that builds upon
the planning framework described in the Specific Plan. The Master Development Plan will also
serve as the foundation for the development of other financial and transactional documents
required to execute a DDA.
The Master Development Plan will give shape to the Reuse Plan, establishing the "spirit"
of this new district and its "sense of place", both internally and in relation to the surrounding
city. Specifically, the Master Development Plan will delineate the mix of program uses, the
pattern, form and character of development within each of the new neighborhoods, the design of
streets, transportation facilities, and other public uses, as well as the phasing and funding
program for infrastructure improvements. The Developer will be a primary participant in
formulating a Master Development Plan that will achieve the City's vision for Tustin Legacy.
Structure of Planninl! and Nel!otiation Process.
The City has assembled a planning and negotiation team that combines the local
experience and in-depth knowledge of senior City staff with the particular development expertise
of selected consultants. The Developer will be expected to assemble a competent team of
experts to engage in the planning and negotiation process described below. While the planning
and negotiation process is envisioned as a collaborative exercise, each team will have certain
responsibilities.
Process Overview.
Upon full execution of Exclusive Negotiation Agreement, the Developer and the City
will work together to complete the following steps toward completion of the Master
Development Plan and the negotiation of a DDA:
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Phase I.
1. Prepare Preliminary Master Development Plan and Initial Threshold Analvsis. With the
intent of establishing a strong sense of place within the overall district and each of the
neighborhoods, the Developer Team will:
.
Confirm and/or refine the land use plan/program for each of the neighborhoods and the
specific mix, intensity and distribution of uses among neighborhoods;
.
Confirm and/or refine the circulation plan set forth in the Specific Plan, including the
alignment and configuration of roadways, as well as pedestrian and bicycle linkages and
transit facilities.
Develop an overall open space and amenity program that establishes strong linkages
between neighborhoods, and appropriate connections to the remainder of the City.
Establish the form and pattern of development within each of the neighborhoods,
delineating streets, open spaces, parcelization, and the distribution of uses and building
types.
Prcpar-e aR averall i1lüGÉrati'le sÜe plaR aRd perspeetiye sketehes iliat eaßyey Éhe iRteßded
eharacter aRd qüality af planned àevelapmeßt aRd apcß spaees wiiliin each ncighÐarhaad.
CBnE!üct a preliminary fißaneial feasibility aflal) siD f-er Éhe P-rajecÉ, 8aseE! an the aBave
plaßs, aRd inÜial asseSSffießts Bf ißfrastrüctür-e east aRd phasing, cnvirenmental issües,
market lHIalysis, ecanaHlÌe meèeling, finaRcial medeling aRd eÉher reqüimd Éeehnieal
sffièies-.
.
Prepare design ¡mE! èevelepment staRdards, aRd draft eeyenaRts, eenàitiens and
rcsÉrieliens (CC&Rs) f-er the site that address design, pllHlning, eperatiaß anE!
mainÉeßlHlce issucs en a lang term Basis.
2. Review ConceDt with Citv Officials and Other Stakeholders. The Developer Team will
present the Preliminary Master Development Plan to City officials and other community
stakeholder groups as appropriate, including the City Planning Commission, City Council, and
community at large. The purpose of these presentations will be to keep decision makers abreast
of the Master Development Plan process, and to solicit input from key stakeholders regarding the
Preliminary Master Development Plan.
Phase II.
1. Refine Master Development Plan and Prepare Infrastructure Plan. The Developer shall:
.
revise the Preliminary Master Development Plan to incorporate input from City and
Authority stakeholders and direction from City Council and the Authority;
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DfeDare an overall illustrative site ulan and uersuective sketches that convev the
intended character and aualitv of Dlanned develoDment and oven suaces within each
nej¡!hborhood'
prepare a development phasing concept;
.
complete a detailed infrastructure plan including drainage, utilities and public
services plan required to support proposed development;
.
prepare a conceptual site remediation (as necessary) and conceptual grading plan;
.
prepare construction cost estimates;
.
define technical studies to be undertaken;
define environmental issues to be resolved and associated cost estimates; and
take additional actions as necessary.
2. Prepare Preliminarv Business Plan. The Developer will prepare a Preliminary Business Plan
that describes the financial and organizational characteristics of the project in detail sufficient to
support negotiation of a Term Sheet. Specifically, the Preliminary Business Plan will include the
following components:
.
Organizational Plan. A description of the proposed structure of the Developer's
organization, including staffing levels, use of outside consultants, and other relevant
organizational components;
Operational Model. A plan and scope of operations for ongoing activities, such as
property/asset management, that are part of project implementation and execution;
Marketing Program. The overall marketing strategy for the project, including a
description of specific marketing programs to be used in implementing the marketing
program;
.
.
Phasing and Financing Plan. A detailed financing plan that illustrates how the project
will be developed and financed, including the phasing of infrastructure and development,
specific sources of equity and debt capital, and any requested public financing, such as
Mello Roos Community Facilities Districts;
Feasibility Analyses. Project proformas to illustrate the project's feasibility, investment
requirements, and returns, including a static or "buildout" analysis and a cash flow
analysis. All revenues and costs expected over the life of the project should be projected
together with a list of all assumptions used in developing the projection, with sufficient
back up schedules to show how all principal numbers are derived, including financing
assumptions, cost of capital assumptions, etc. Revenue figures should include per unit
prices and source(s) for assumed pricing.
.
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. Business Offer. The proposed transaction structure, the purchase price offered for the
site, and the terms of the offer. The purchase price will likely include a base price as well
as a participation component. Any additional benefits offered to the City and/or
Authority will also be described.
. Project Schedule. A project schedule that identifies all critical business, entitlement,
construction, sales, and other relevant milestones from the initiation of pre-development
through project completion;
.
Narrative. An overview of how the project will commence, function, achieve success,
manage risk, and raise capitaL Major risks facing the project and other critical issues will
be identified, along with the Developer's strategies for managing those risks and issues.
Finally, the Developer will also address any additional requirements and constraints
imposed on the project by other parties.
It is expected that the Business Plan will continue to evolve throughout the planning, due
diligence and negotiation process, as more detailed information is developed, and deal structure
and business terms are defined in the course of negotiations.
In addition the Develooer Team will conduct a Dfeliminarv financial feasibilitv analvsis
for the Project based on the above Master Develoument Plan and initial assessments of
infrastructure cost and uhasin!! environmental issues market analvsis economic modelin!!
financia] modelin!! and other reQuired technical studies
Phase III.
Preuare Master Develoument Plan Packa!!e. The Developer, the City and the Authority will
undertake all necessary steps to prepare to negotiate a detailed Term Sheet that outlines the
principal business terms, performance requirements and dates for completed actions expected of
the Parties. Prior to negotiating the Term Sheet, the Developer will generate the necessary
analysis, plans and studies to be able to fully describe all aspects of the proposed development.
This information will include a basic land use plan, a fully descriptive program of uses, an
infrastructure plan, phasing plan, financing plan, and the Business Plan.
Phase IV.
1. Negotiate Term Sheet. The Developer Team will negotiate a Term Sheet specifying the
essential business terms of the relationship between the City, Authority and the Developer, and
the terms and conditions for disposition and development of the land, over the life of the Project.
The Term Sheet will define the roles, responsibilities, and obligations of the respective parties;
the financing plan; the schedule and conditions for taking down land; the method of pricing
property acquisitions from the City; financial participation structures; development phasing and
performance standards; default conditions and remedies; and other terms and conditions of the
transaction.
The Developer, City and Authority will conduct additional due diligence as needed to resolve
issues as they arise. During the course of negotiations, the Developer will finalize the Master
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Plan Package through iterative discussion of plan elements and business terms with the City and
Authority.
2. Prepare Development and Disposition Agreement.
Using the information developed in the Term Sheet and the Master Plan Package, the Developer,
City and Authority will negotiate a DDA, which will provide more detail on the mechanics and
execution of the business terms, and will define the legal and administrative mechanisms to
implement the transaction. The respective legal counsel of the City, Authority and Developer
will draft precise language for the DDA, and will resolve specific business and legal issues that
are not fully addressed in the more conceptual term sheet. Upon completion of a DDA
acceptable to the Developer and the Agencies' staff, Developer shall execute the DDA and it
shall be submitted to the City Council and Authority for review in accordance with procedures
required by law. If approved by the City Council and the Authority, the DDA shall be executed
by each.
In addition the Develoner Team will nreoare design and develooment standards and draft
covenants conditions and restrictions (CC&Rs) for the site that address design planning
operation and maintenance issues on a long-term basis which should be comoleted nrior to
aooroval of the DDA.
Phase 5.
1. Secure Development Entitlements and Convevance. The Developer will prepare required
entitlement applications necessary for development, and will also prepare any additional
environmental review required under CEQA. The property will be conveyed to the Developer in
accordance with the terms of the DDA.
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SCHEDULE "2" TO FIRST AMENDMENT TO EXCLUSIVE NEGOTIATION
AGREEMENT
EXHIBIT "D" TO EXCLUSIVE NEGOTIATION AGREEMENT
SCHEDULE OF PERFORMANCE
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EXHIBIT D
FIRST AMENDMENT TO EXCLUSIVE NEGOTIATION AGREEMENT
BETWEEN CITY OF TUSTIN and TUSTIN LEGACY COMMUNITY PARTNERS
1D Task Name Duration Start Finish
2 tr 3 r4
1 ENA Phase 1 (Preliminary Master Development Plan) 0 days 11/01/03 11/01/03
2 ENA Phase 2 (Refine Plan, Infrastructure and Prepare Prelim Business Plan) 301 days 02/18/04 12/15/04
3 ENA Phase 3 (Finalize Master Development Plan) 62 days 12i15/O4 02Ì15/05
4 ENA Phase 4 (Negotiate and Prepare Draft DDA) 167 days 02/15/05 08/01/05
5 Negotiate Term Sheet 45 days 02i15i05 O4iOti05
6 Prepare DDA 122 days 04/01/05 08/01/05
7 ENA Phase 5 (Secure Development Entitlements and COnveyance) "Finish Date THO" 0 days 08/01/05 THO
. Task Milestone . External Tasks
Splil """"""", Summary .... .... Exlemal Milestone"
Progress Projecl Summary V ..... Oeadline
Project Master Developer. ENA Exlension (Oct 2004)
Date: 10/12/04
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