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HomeMy WebLinkAboutGRIFFIN REALTY CORPORATION, A CALIFORNIA CORPORATIONPREDEVELOPMENT AGREEMENT - DISTRICT MASTER DEVELOPMENT PLAN This Predevelopment Agreement ("Agreement") is entered into as of December 2009 (herein referred to as the "Effective Date") by and between Community Redevelopment Agency of the City of Santa Ana (the "Agency"), the City of Santa Ana (the "City") and The Related Companies of California, LLC, a California limited liability company and Griffin Realty Corporation, a California Corporation (jointly, the "Developer") on the terms and provisions set forth below and with reference to the following. RECITALS A. The Agency is studying redevelopment of a portion of its merged project area consisting of approximately 94 acres (the "District") in conjunction with studies being undertaken by the City for new transportation projects in and around the Santa Ana Regional Transportation Center (the "SARTC"). The District including the SARTC are depicted in Exhibit A hereto which is incorporated herein by this reference; and, B. The Developer has submitted a proposal to assist the Agency in strategic planning with respect to the District; and, C. The Developer also seeks to be designated as the developer of development parcels within the District owned or to be acquired by the Agency or the City; and, D. Under separate agreement the Agency and Developer have entered into an predevelopment agreement covering approximately 48 parcels of land constituting approximately 6.76 acres owned by the Agency within the western part of the District (the "Agency Parcel Agreement") which is not part of this Agreement. NOW, THEREFORE, the Agency and the Developer hereby agree as follows: 1. Nature and Identity of the Developer The Developer is currently composed of The Related Companies of California, LLC and Griffin Realty Corporation. Subject to the terms of Section 15 hereof, this Agreement may be assigned to a single purpose developer entity controlled by Related and Griffin. 2. City and Agency Planning Process. The Agency and the City intend to undertake a strategic transportation and land use planning process for the District. The City has obtained funds from the Orange County Transportation Authority (the "OCTA") as part of the "Go Local" transportation project. 3. Role of Developer. The Developer agrees to: A. Work with the Agency and the City to conduct design and financial feasibility studies to. determine viable options for District development and enhancement opportunities in the context of the transportation plans to be developed with the OCTA and/or other transportation funding. B. Spearhead community outreach effort, with input and support from Agency/City staff. C. Develop "District Strategy" which: i. Enhances the neighborhood by creating a true sense of place and by providing a connection between the downtown and the growing transit corridor; ii. Creates a sustainable, walkable neighborhood with internal transit and a mix of uses and incomes, where market rate and affordable housing are physically indistinguishable; iii. Identifies neighborhood retail/service opportunities; iv. Identifies needed infrastructure; v. Links neighborhoods and businesses with public transit; vi. Enhances public spaces and streets; and, vii. Contains a viable implementation strategy, including a schedule of performance; D. Refine the strategy and provide such other information and assistance as necessary and deemed reasonably appropriate by the Agency and/or its staff in order to fulfill the objectives of this Agreement. 4. Agency/City Owned Sites. The Agency and the City own a number of parcels identified in Exhibit A within the District (excluding those covered by the Agency Parcel Agreement) including the SARTC, hereinafter referred to the "Agency/City Owned Sites." 2 5. Potential County Acquisition Site. Within the boundaries of the District is the County of Orange -owned property (the "County Parcels") which are depicted on Exhibit A. For purposes of this Agreement, the County Parcels shall be considered Agency/City Owned. 6. Further Acquisitions The parties agree that either party may negotiate with the owners of any privately owned property within the District. If the Agency or City acquire any property within the District, the property shall become an Agency/City Owned Site and become subject to Section 4 and Section 7 of this Agreement. If the Developer acquires any such property, Developer agrees that it shall be developed in accordance with any master development plan promulgated for the District hereunder. This provision shall not apply to those parcels located at 801-809 E. Santa Ana Boulevard currently owned by the City of Santa Ana which may be transferred to the Agency for development of special needs housing by Mercy House Charities. 7. Exclusive Negotiations During the term of this Agreement, the Agency and City agree that they shall not negotiate with anyone other than the Developer regarding potential development of the Agency/City Owned Sites. 8. Initial Term. There shall be an initial term of three (3) years (the "Initial Term".) During the Initial Term, the parties shall cooperate in the strategic planning process with the intent of producing a mutually agreeable and approved Master Development Plan. By mutual agreement, the Initial Term may be extended in six month increments. 9. Extended Term -Master Development Plan Approval If, at or before the end of the Initial Term, the Agency and Developer complete a master development plan for the District, which is approved by the Agency, the term of this Agreement shall be extended for the greater of two (2) years or a period mutually agreeable to the parties (the "Extended Term"), during which time the parties will negotiate towards agreement(s) for disposition and development of Agency/City Owned Sites within the District. If, however, such agreement(s) is not reached for at least one Agency/City Owned Site for any reason whatsoever, this Agreement shall terminate and the Developer shall be entitled to reimbursement of its third party costs in accordance with Section I I and Section 12, below. 10. Environmental Requirements Certain Federal environmental requirements under the National Environmental Policy Act of 1969 ("NEPA") and State and local environmental requirements under the California Environmental Quality Act ("CEQA") may be applicable to the proposed development The Developer agrees to supply information and otherwise assist the Agency, as requested, to determine the environmental impact of the proposed development, and to allow the Agency to prepare, at the Agency's sole cost and expense, such environmental documents, if any, as may be needed to be completed for the project pursuant to NEPA and/or CEQA. It is further agreed that, prior to entering into any final agreement(s) with the Developer, the Agency and/or City must approve any and all NEPA and/or CEQA documents that may be applicable to the development and that nothing in this Agreement in any way constitutes nor shall it be interpreted to be a contractual obligation committing the Agency and/or the City to undertake the development. 11. Reimbursements. The City and Agency acknowledge that in carrying out its obligation to participate in the strategic planning process for the District, the Developer shall expend resources of its staff as well as incur out of pocket expenses of consultants, contractors and advisors. In the event of termination of this Agreement prior to execution of agreements for disposition and development of any properties within the District, Agency and City agree to reimburse Developer those third party costs determined in accordance with Section 12, below. 12. Thad Party Costs. Third Party Costs shall mean those amount actually paid or obligations incurred for work actually done by those consultants, contractors and advisors of the Developer listed in Exhibit B attached hereto and made a part hereof by this reference. The total maximum Third Party Costs that may be owed by Agency and paid to Developer pursuant to this Agreement shall not exceed $100,000.00. 13. Liquidated Damages. DEVELOPER AND AGENCY AGREE THAT SHOULD AGENCY (1) TERMINATE THIS AGREEMENT, (2) FAIL TO APPROVE A MASTER DEVELOPMENT PLAN WITH THE DEVELOPER BY THE EXPIRATION OF THE 0 INITIAL TERM OR (3) BREACH ANY OBLIGATION OF THIS AGREEMENT, THE DAMAGES TO THE DEVELOPER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN DUE TO FLUCTUATION OF MARKET CONDITIONS AND THE INABILITY TO ASCERTAIN LOST OPPORTUNITY COSTS, AND THAT THEREFORE, THE SUMS SET FORTH ABOVE ARE A REASONABLE ESTIMATE OF THE DAMAGES TO THE DEVELOPER, SUCH DAMAGES INCLUDING COSTS OF NEGOTIATING AND DRAFTING OF THIS AGREEMENT AND ANY AGREEMENT, THE LAND USE ENTITLEMENTS AND NEGOTIATIONS FOR PURCHASE OF OTHER PROPERTY IN THE DISTRICT, IF ANY OTHER COSTS INCURRED IN CONNECTION HEREWITH, AND LOST OPPORTUNITY COSTS OF THE DEVELOPER. DEVELOPER AGREES THAT IT SHALL. BE ENTITLED ONLY TO THE PRECEDING LIQUIDATED DAMAGES AS ITS SOLE REMEDY. Developer's Initials 14. No Development Commitment Made. A. By its execution of this Agreement, the Agency is not committing itself to or agreeing to undertake: (a) financing, acquisition or disposition of the development; or (b) any other acts or activities requiring the subsequent independent exercise of discretion by the Agency, the City or any agency or department thereof, and the Developer has no reasonable expectation that such commitments will be made in the future. The parties recognize that one or more of the conditions to the Developer's development proposal to formulated during the negotiating period may fail to be met as a result of negotiations, subsequent studies, reviews and proceedings involving the exercise of discretion by the Agency, the City or any agency or department thereof. This Agreement does not constitute a disposition of property by the Agency or the City and does not require a public hearing. Execution of this Agreement by the Agency is merely an agreement to enter into a period of exclusive negotiations according to the terms hereof, reserving final discretion and approval by the Agency and the City as to any Disposition and Development Agreement and all permits, approvals, decisions and/or proceedings in connection therewith. 15. Non-Assignability/No Removals or Substitutions The make-up of the Developer is a critical element of the Agency's willingness to enter into this Agreement. Therefore any attempted partial or full assignment, or the removal of either principal member from the Developer shall be a material breach by the Developer entitling the Agency to terminate this Agreement. Likewise, no person or entity shall become a principal of the Developer without the written consent of the Agency Board of Directors, as determined in their sole and absolute discretion. The Developer intends to form a limited liability company or similar entity for the purposes of carrying out this Agreement as well as enter into the agreement(s) referenced in Section 2 hereof. Developer shall have the right to assign this Agreement to any entity or entities in which The Related Companies of California, LLC and Griffin Realty Corporation, directly or indirectly, are the controlling members. Prior to any such assignment, Developer shall provide evidence to the Agency's Executive Director confirming the foregoing control requirement, and such assignment shall be subject to the Agency's Executive Director's confirmation that the assignee satisfies such control requirement. Developer shall have the right to select an entity or entities to be party to the Disposition and Development Agreement(s) executed as a result of this Agreement, provided the entity or entities meet the controlling membership requirements of this Section, subject to the same confirmation by the Agency's Executive Director. 6. Miscellaneous A. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. B. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth hereinabove. ATTEST: COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA MARIA D. HUIZAR Secretary APPROVED AS TO FORM: JOSEPH W. FLETCHER Agency General Counsel CYNTHIA J. NELSON Executive Director [Signatures Continued On Next Page] fro DEVELOPER The Related Companies of California, LLC A California limited liability company By: William A. Witte, President Griffin Realty Corporation, A California Corporation By: Roger N. Torriero, President 7 EXHIBIT B List of Developer's consultants 'I. LAB Holding, LLC 2. City Ventures 3. William Hezmalhalh Associates, Inc. 4. Patricia Smith, ASLA 5. Fuscoe Engineering, Inc. 6. Green Dinosaur 7. Arelleno & Associates 6. Bocarsly Emden Cowan Esmail & Arndt, LLP 9. Concord Group The list set forth in this Exhibit may be expanded to add additional consultants provided Executive Director of Agency approves in writing Developer's proposed new consultant. E PREDEVELOPMENT AGREEMENT- AGENCY PARCELS This Predevelopment Agreement ("Agreement") is entered into as of December 2009 (herein referred to as the "Effective Date") by and between Community Redevelopment Agency of the City of Santa Ana (the "Agency"), and The Related Companies of California, LLC, a California limited liability company and Griffin Realty Corporation, a California Corporation Qointly, the "Developer") on the terms and provisions set forth below and with reference to the following: RECITALS A. The Agency is studying redevelopment of a portion of its merged project area consisting of approximately 94 acres (the "District") in conjunction with studies being undertaken by the City of Santa Ana (the "City") for new transportation projects in and around the Santa Ana Regional Transportation Center (the "SARTC"). The District and SARTC are depicted in Exhibit A hereto which is incorporated herein by this reference; and, B. Within the western portion of the District, the Agency owns 48 parcels of land constituting approximately 6.76 acres depicted in Exhibit B hereto which is incorporated herein by this reference (the "Agency Parcels"), C. The Developer has submitted a proposal to the Agency to redevelop the Agency Parcels as well as to assist the Agency in strategic planning with respect to the District as a whole; and, D. The Developer and the Agency mutually seek to negotiate the terms and conditions of one or more agreements by which the Developer will obtain the right to acquire and develop the Agency Parcels and be designated as the master developer of other parcels within the District to be potentially acquired by the Agency and/or the Developer; and, E. The Agency and the Developer seek to enter into an agreement documenting the anticipated scope of development for the Agency Parcels which will provide for reimbursement by the Agency of certain predevelopment costs of the Developer in the event a final project for the Agency Parcels is not approved by the Agency. By separate agreement, the Agency and the Developer will determine the responsibilities of the parties regarding the strategic planning for the larger District development. NOW, THEREFORE, the Agency and the Developer hereby agree as follows: 1. Nature and Identity of the Developer The Developer is currently composed of The Related Companies of California, LLC and Griffin Realty Corporation. Subject to the terms of Section 14 hereof, this Agreement may be assigned to a single purpose developer entity controlled by Related and Griffin. 2. Negotiations. A. The Agency and the Developer agree for a period of up to two years from the date of this Agreement (the "Negotiation Period") to negotiate towards final agreement(s) with respect to the disposition and development of the Agency Parcels. The parties may enter into one or more agreements which may include multiple phases or separate developments. B. in the event the Agency acquires any additional parcels in the area depicted in Exhibit B, they shall be deemed Agency Parcels under this Agreement. C. The Agency agrees for the Negotiation Period not to negotiate with any other person or entity regarding the disposition or development of the Agency Parcels. This Agreement may be terminated or extended as set forth in Section 3, below. 3. Modification/Termination of Negotiation Period. Either party may terminate this Agreement prior to expiration of the initial Negotiation Period, with or without cause, upon 60 days written notice to the other party. Upon such termination, the Agency shall pay the Developer Reimbursement as called for in Sections 10 and 11. If, at the end of the initial Negotiation Period, the parties mutually agree, the Negotiation Period may be extended for additional periods of six months. 4. Development Concept and Essential Elements. The development to be the subject of the agreement(s) to be negotiated hereunder shall consist of the development of the Agency Parcels. The agreement(s) to be entered into (the "Project") shall provide, among other things, that; A. The development shall be a predominantly multi -family residential project containing both for -sale and rental units. B. The housing component shall be consistent with, and meet the affordable housing goals of the City and Agency. C. There may some non-residential stand-alone and/or live -work occupancies. D. There may be provision for open space and/or community -serving facilities. 2 E. The Project shall be consistent with the city general plan and zoning, or the approvals shall include the establishment of such consistency as a program task. F. There be a mutually determined schedule of development. G. There be an agreed -upon, detailed project pro forma and financing plan for the various phases of the Project. 5. Development, Schedule of Performance, Budget. It is understood by the Developer that the following documents will be required to be submitted for Agency review and approval pursuant to the terms and provisions to be set forth in the anticipated agreements: A. A scope of development for the overall development. B. A schedule of performance for implementation of the development, including phasing and a proposed timeline. C. A description of the proposed method of financing, including a budget, identification and amount of any potential funding gap, and identification of potential funding sources for construction and permanent financing and uses for the development. D. Identification of appropriate building/unit types, options to provide for a range of affordability, a feasibility analysis, methods for involving the public in the development process, a means for integrating energy -efficient products in the project. E. Applications for all necessary entitlements for the development, at its own costs subject to reimbursement in accordance the Sections 10 and 11, below. 6. Developer's Findings, Determinations, Studies and Reports. As from time -to -time requested by the Agency, the Developer agrees to make oral and written progress reports advising the Agency and/or its staff on all matters and all studies being made. 7. Environmental Requirements Certain Federal environmental requirements under the National Environmental Policy Act of 1969 ("NEPA") and State and local environmental requirements under the California Environmental Quality Act ("CEQA") may be applicable to the proposed development. The Developer agrees to supply information and otherwise assist the Agency, as requested, to determine the environmental impact of the proposed development, and to allow the Agency to prepare, at the Agency's sole cost and expense, such environmental documents, if any, as may be needed to be completed for the project pursuant to NEPA and/or CEQA. It is further agreed that, prior to entering into any final agreement(s) with the Developer, the Agency and/or City must approve any and all NEPA and/or CEQA documents that may be applicable to the development and that nothing in this Agreement in any way constitutes nor shall it be interpreted to be a contractual obligation committing the Agency and/or the City to undertake the development. 8. Agency's General Obligations. Within the Negotiation Period, the Agency shall: A. Negotiate through its staff with the Developer for the development of the Project. B. Determine and process required environmental documentation. C. Review the Developer's proposal and assist the Developer in the preparation of any applications or other documents necessary to obtain any required entitlements from the City or other agency with regulatory jurisdiction. D. Determine whether any additional real property acquisitions may be desirable, including payment of cost of appraisals, title reports and any action that may be required for any portion of the District not presently owned by the Agency. E. Review the Developer's proposed financing methods for the proposed development. 9. Exclusions of Properties During the Negotiation Period, opportunities for development of open space are to be identified. To the extent that one or more the Agency Parcels is mutually designated for such purpose, it may be excluded from treatment as an Agency Parcel for purposes of this Agreement. 10. Effect of Non -approval of Project. If Agency Board of Directors does not approve mutually agreeable final agreement(s) with Developer for any of the Agency Parcels within two years of the Effective Date, or if either party exercises its right to early termination under Section 3 hereof, then Agency shall reimburse Developer its Third Party Costs, as hereinafter 0 defined, within sixty (60) days of submission of required documentation thereof. If within said two year period (or mutually agreed additional period), a final agreement is approved by the Agency Board for some but not all Agency Parcels, the reimbursement of third party costs under Section 11 shall be as follows. If one or more agreements are approved covering at least 25 of the parcels, there shall be no reimbursement. If approved agreement(s) cover less than 25 parcels, the Agency shall pay the costs determined under Section 11, reduced by the percentage represented by the ratio of parcels covered by approved agreement to the total of 48 parcels. (For example, if the Agency approves agreements covering 22 parcels, and assuming the total costs allowed are $200,000, the $200,000 shall be reduced by 22148 or 45.83%, or $91,667, for a reimbursement of $108,333.) 11.Third Party Costs Determined. Third Party Costs shall mean those amounts actually paid or obligations incurred for work actually done by those consultants, contractors and advisors of the Developer listed in Exhibit C attached hereto and made a part hereof by this reference. The total maximum Third Party Costs that may be owed by Agency and paid to Developer pursuant to this Agreement shall not exceed $200,000.00. 12. Liquidated Damages. DEVELOPER AND AGENCY AGREE THAT SHOULD AGENCY (1) TERMINATE THIS AGREEMENT, (2) FAIL TO APPROVE A FINAL AGREEMENT WITH THE DEVELOPER WITHIN TWO YEARS OF THE EFFECTIVE DATE OR (3) BREACH ANY OBLIGATION OF THIS AGREEMENT, THE DAMAGES TO THE DEVELOPER WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN DUE TO FLUCTUATION OF MARKET CONDITIONS AND THE INABILITY TO ASCERTAIN LOST OPPORTUNITY COSTS, AND THAT THEREFORE, THE SUMS SET FORTH ABOVE ARE A REASONABLE ESTIMATE OF THE DAMAGES TO THE DEVELOPER, SUCH DAMAGES INCLUDING COSTS OF NEGOTIATING AND DRAFTING OF THIS AGREEMENT AND ANY OTHER AGREEMENT, THE LAND USE ENTITLEMENTS AND NEGOTIATIONS FOR PURCHASE OF OTHER PROPERTY IN THE DISTRICT, IF ANY, COSTS OF COOPERATING IN SATISFYING CONDITIONS TO CLOSING; OTHER COSTS INCURRED IN CONNECTION HEREWITH, AND LOST OPPORTUNITY COSTS OF THE DEVELOPER. DEVELOPER AGREES THAT IT SHALL BE ENTITLED ONLY TO THE PRECEDING LIQUIDATED DAMAGES AS ITS SOLE REMEDY. Developer's Initials 13. No Development Commitment Made. By its execution of this Agreement, the Agency is not committing itself to or agreeing to undertake: (a) financing, acquisition or disposition of the development; or (b) any other acts or activities requiring the subsequent independent exercise of discretion by the Agency, the City or any agency or department thereof, and the Developer has no reasonable expectation that such commitments will be made in the future. The parties recognize that one or more of the conditions to the Developer's development proposal to formulated during the negotiating period may fail to be met as a result of negotiations, subsequent studies, reviews and proceedings involving the exercise of discretion by the Agency, the City or any agency or department thereof. This Agreement does not constitute a disposition of property by the Agency or the City and does not require a public hearing. Execution of this Agreement by the Agency is merely an agreement to enter into a period of exclusive negotiations according to the terms hereof, reserving final discretion and approval by the Agency and the City as to any Disposition and Development Agreement and all permits, approvals, decisions and/or proceedings in connection therewith. 14. Non-Assignability/No Removals or Substitutions The make-up of the Developer is a critical element of the Agency's willingness to enter into this Agreement. Therefore any attempted partial or full assignment, or the removal of either principal member from the Developer shall be a material breach by the Developer entitling the Agency to terminate this Agreement in accordance with Section 3 hereof. likewise, no person or entity shall become a principal of the Developer without the written consent of the Agency Board of Directors, as determined in their sole and absolute discretion. The Developer intends to form a limited liability company or similar entity for the purposes of carrying out this Agreement as well as enter into the agreement(s) referenced in Section 2 hereof. Developer shall have the right to assign this Agreement to any entity or entities in which The Related Companies of California, LLC and Griffin Realty Corporation, directly or indirectly, are the controlling members. Prior to any such assignment, Developer shall provide evidence to the Agency's Executive Director confirming the foregoing control requirement, and such assignment shall be subject to the Agency's Executive Director's confirmation that the assignee satisfies such control requirement. If the Agency's Executive Director fails to object to any such assignment within ten (10) days of delivery of the evidence described herein, the Agency shall be deemed to have confirmed satisfaction with the control requirements set forth herein. Notwithstanding the forgoing, Developer shall have the right to select an entity or entities to be party to the Disposition and Development Agreement(s) executed as a result of this Agreement. Z 15. Miscellaneous A. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall constitute one and the same instrument. B. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth hereinabove. ATTEST: MARIA D. HUIZAR Secretary APPROVED AS TO FORM: JOSEPH W. FLETCHER Agency General Counsel COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA CYNTHIA J. NELSON Executive Director DEVELOPER The Related Companies of California, LLC, a California limited liability company WILLIAM A. WITTE President Griffin Realty Corporation, a California Corporation ROGER N. TORRIERO President 7 EXHIBIT B (Agency Parcels) WASHIN[aTO AV. 11TH T. c In .J �/ STAFFOROST. Ile �[] z 0 aTH ST. K O L'T z STH ST. �.....— Cl '� l LA,A,,, W ST, a ST. it:71 1W] a STH ST. F- f; q 5TH ST. z m U1 i�j j_Tjl w z¢ n 4TH ST. 1 M NIA II II II III—�I,�I—�i N 9R4 ST m rdA i M'il 1 ® 612 E. Santa Ana Blvd, A 614 E. Santa Ana 131M. 0 522 E. Santa Ana Blvd. a 626 & 628 E. Santa Ana Blvd. © 71[4 E. Santa Ana Blvd. O 630 N.GarlieldSt. +Q 604 N. Lncy St. 0 622 N. Lacy St. Q 625 N. Garfield St. ID 602 N. Garfield St. M BOB M, Lacy SI. ® 614 & 618 N, Lacy St. 605-607 14. Lacy St. Be N. Gartleld Sl. 609 N. Garfield 51. m 601-603 E. 601 St. & 609 N. Minler St. Agency Parcels ! Agency Parcels — Station District ® $11 N. Minlor $I c� 001 N. Lacy SL 0 623 N. Garlield St, 320 N. Lacy St. 712 E. Fifth St. 0 615 E. Fifth St. Q 804 E, Santa Ana Blvd. 711 E. Sixth St. ([j 620 E. Fifth 81, 0 609 N, Lacy 31. ® 010 & 612 E, Fifth St. 622-524 N. Garflold St. Wo & 510 N. Porter & 620-32B N Gadleld St. 621 E. Fifth St. ® 505 Brawn St. ® 710 E. Sixth $1. �) 702 E. Sixth St. 801 6rowil St. 618 M. Garfield St. (D Go6 E. Fillh St. 901 Brown $L IQ 511 E. Fifth SI. ® 616 E, Fifth St. Is 602.604 E. Sixth & �} 601 E. Fifth St. & 511-517 N, Mintor St. 501 112 & 507 Mmtfmar St. 601 E. Hfth St. & 6 E. St. 505-607 H. Mlnlar St. ®i 611 y St' N. Lacy ac 607 E. Fifth St. 809-811 Win- 5L 720 E. Sixth St. (A 714 E. Sixth St, Exhibit B 9 EXHIBIT C (List of Developer's Consultants) 1. LAB Holding, LLC 2. City Ventures 3. William Hezmalhalh Associates, Inc, 4. Patricia Smith, ASLA 5. Fuscoe Engineering, Inc. 6. Green Dinosaur 7. Arelleno & Associates 8. Bocarsly Emden Cowan Esmail & Arndt, LLP 9. Concord Group The list set forth in this Exhibit may be expanded to add additional consultants provided Executive Director of Agency approves in writing Developer's proposed new consultant. 10