80A - JOINT - EXCLUSIVE NEGOTIATING AGMT

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DRAFT December 19, 2012 D. This Exclusive Negotiating Agreement sets forth the commitment of the City, Authority and Developer to continue to proceed with this planning and development effort specifically as it relates to certain properties within the Station District as shown on Exhibit A (referred to collectively as "City Parcels"), subject to contractual obligations and lease agreements at the SARTC Depot building, which can be entered into, extended or terminated at the sole discretion of the City. The City Parcels are sometimes referred to herein as the "Proposed Development Site" as shown on Exhibit A., which may ultimately be amended to include the County Parcels. E. The Developer, after being selected in 2009 through a competitive process by the City/Agency, has continued to participate in strategic planning for the Station District, including an initial master plan, a visioning document ("Initial Master Plan") for the SARTC, and for this reason, the parties continue to partner with the Developer for the preparation of a plan and to negotiate the potential disposition and/or development of the Proposed Development Site. F. Santa Ana Station District, LLC, is comprised of The Related Companies of California, LLC, and Griffin Realty Corporation, each a "Member" of Developer. G. Any disposition or sale of the City Parcels shall be performed in compliance with applicable local and State laws. Any public works project with respect to the Proposed Development Site will be performed in compliance with all applicable regulations and the requirements of any funding sources including, but not limited to, Federal, State, and local funds. NOW, THEREFORE, the City, Authority and the Developer hereby agree as follows: 1. City and Authority Planning Process. The City and Authority are undertaking a strategic transportation and land use planning process for the Proposed Development Site. The City has obtained funds and is proceeding with the planning for the proposed "Go Local" transportation project as approved by City Council ("Go Local Project"), the proposed Santa Ana Boulevard Grade Separation project under study ("Santa Ana Boulevard Grade Separation Project"); and has received funds for and completed the Initial Master Plan for SARTC, prepared by the consultant IBI, as approved by the City Council, which the Developer has participated in and has contributed financially to this effort. The City also funded the preparation of, and adopted the Transit Zoning Code encompassing, among other things, the Proposed Development Site. The City and Authority now wish to jointly plan the Proposed Development Site consistent with the City's and Agency's prior planning efforts. 2. Role of Developer. The Developer agrees to: EXHIBIT 1 2 8OA-8