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HomeMy WebLinkAboutST. JOSEPH AND TALLER SAN JOSE (NEGOTIATION AGMT) - 2014A -2014 -220 EXCLUSIVE RIGHT TO NEGOTIATE AGREEMENT (YMCA) This Exclusive Right to Negotiate Agreement (YMCA) ( "Agreement') is made this 17th day of September, 2014, by and among the City of Santa .Ana, California, a municipal corporation organized as a charter city ( "CITV Y"), St. Joseph Stealth System, a California nonprofit public benefit corporation ( "SJHS "), and Taller San Jose, a California nonprofit public benefit corporation C TSJ" ). SJFIS and TSJ are together referred to as ( "DEVELOPER ") The CITY, SJHS and TSJ are sometimes individually referred to herein as a "Party" and collectively as the "Parties." This Agreement is entered into with regards to the following recited facts: RECITALS A. The CITY owns that certain real property located at 205 Nest Civic Center Drive, Santa Ana, California 92701, which is more particularly described on Exhibit A attached to this Agreement and incorporated herein by this reference C'Property "). The CITY purchased the Property in 1992 and the Property has remained vacant since that time. The Property is listed as a historic resource, but is currently in disrepair. In August 2013, the CITY issued a Request for Qualifications ( "RFQ') for the redevelopment of the Property. After qualified developers were identified the CITY issued a more extensive Request for Proposals ( "RFP "). B. DEVELOPER responded to the REQ and the REP with a proposal to serve the CITY's residents by supporting the health management of residents of the CITY through the development of a fitness center, a wellness center and related programs and to provide other services to benefit the health and welfare of residents of the City, and also to further serve the CITY by enhancing job training and job creation and in particular providing such services for disadvantaged youth (the "Project "). The Project is more particularly described in the Project Summary on Exhibit B attached to this Agreement and incorporated herein by this reference. In its response to the RFP, DEVELOPER proposed a funding program, with a budget of approximately Eighteen Million Dollars ($18,000,000), C. On March '18, 2014, the Santa Ana City Council ( "CITY Council') authorized CITY staff to negotiate an exclusive right to negotiate agreement with DEVELOPER for the Project. CITY and DEVELOPER enter into this Agreement for the purpose of allocating responsibilities for the study of the feasibility of the Project and establishing a time frame for the negotiation of a future agreement regarding the Project and the disposition of the Property pursuant to a Development Agreement between and among CITY and DEVELOPER (the "Development Agreement'). DEVELOPER has represented its willingness and ability to undertake certain studies, plans and other activities necessary to define the scope of development and determine the feasibility of the Project; provided such studies, plans and other activities are agreed to by DEVELOPER in advance of such activities being undertaken and the Parties have entered into an agreement regarding the apportionment of the related costs, Such plans and other information to be prepared during the course of this Agreement shall serve as the basis for the Development Agreement. This Agreement memorializes the CITY entering into exclusive negotiations with DEVELOPER, (or their Affiliates, (as defined below)) concerning the matters described herein. -1- asen22s. i NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and for their mutual reliance, the Parties agree as follows: TERMS 1. RECITALS. The Recitals above are incorporated herein by this reference as if fully set forth herein. 2. EFFECTIVE DATE. This Agreement shall become effective (the "Effective Date ") on the date when this Agreement has been: (a) approved by the CITY Council, and (b) executed by the authorized representatives of each of the CITY and DEVELOPER. 3. NATURE OF AGREEMENT. As more particularly described in Section 6.1, this Agreement is not intended to constitute a binding agreement by the CITY and the DEVELOPER to acquire or develop the Property, nor is this Agreement intended as a binding agreement to enter into a Development Agreement or any other contract. No Party shall be legally bound to consummate the acquisition of the Property or development of the Project unless and until a Development Agreement has been duly executed by the Parties. Neither the CITY nor the DEVELOPER shall be under any obligation to approve or execute a Development Agreement upon the conclusion of the Negotiation Period (as defined in Section 4 below), and any party may refuse to approve and execute a Development Agreement at its sole and absolute discretion, with or without cause. In the event that a Development Agreement is approved and executed by the Parties, this Agreement shall be superseded by such Development Agreement. 4. TERM AND NEGOTIATION PERIOD. The term of this Agreement shall commence on the Effective Date and shall continue thereafter for a period of one hundred eighty (180) days after the Effective Date ( "Negotiation Period "), unless sooner terminated as provided herein. The Negotiation Period may be extended once for no more than one hundred eighty (180) days upon the mutual written agreement of the CITY and DEVELOPER, and all references in this Agreement to the Negotiation Period shall include any such extended period. The Development Agreement may contain further exclusivity language as agreed by the Partiea The City Manager is authorized to extend the Agreement on behalf of the CITY, pursuant to the terms of this Agreement. 5. GOOD FAITH NEGOTIATIONS. The CITY, SJHS and TSJ agree, during the Negotiation Period, to negotiate diligently and in good faith to comply with the terms and conditions set forth in this Agreement and to complete the tasks set forth in Sections 7 and 8, respectively, subject to the following provisions: 5.l The term "negotiate," as used in this Agreement, shall preclude the CITY from soliciting, accepting, reviewing or analyzing, during the Negotiation Period proposals from persons or entities other than DEVELOPER or any of their Affiliates to purchase, acquire an interest in, and /or develop the Property or from entering into any other discussions whether orally or in writing with any other person or entity regarding the purchase, acquisition of an interest in, and /or development of the Property. DEVELOPER acknowledges that, during the Negotiation Period, persons or entities other than DEVELOPER may submit unsolicited proposals to the CITY relating to the purchase, acquisition of an interest in, and/or the _2_ 48677228.1 development of the 'Property. DEVELOPER agrees that the CITY shall not be in violation of this Agreement if the CITY (a) does not review or analyze such proposals, (b) notifies the persons or entities submitting such proposals in writing that the CITY is not considering proposals with respect to the Property and (o), to the extent permitted by applicable law, returns such proposals and all copies thereof to the persons or entities that submitted them. "Affiliates" means any other entity directly or indirectly controlling, controlled by or under direct or indirect common control with SJHS and /or TSJ. 5.2 CONFIDENTIALITY. "Confidential Information' shall, except as otherwise provided in Section 5.2, mean any of the following information (a) furnished to the CITY in furtherance of the Project by DEVELOPER, or the respective Affiliates, directors, officers, employees, consultants or agents of DEVELOPER, and (b) all or any portion of any notes, analyses, compilations, studies, interpretations or other documents, records or materials prepared by either DEVELOPER or the CITY, or their employees, officers, directors or agents ( "Representatives ") which contain, reflect, derive from or are based upon such information. The term "Confidential Information" shall not include, and the obligations of confidentiality and restrictions shall not apply to, any information that: (a) was in the public domain prior to the date of this Agreement or subsequently came into the public domain through no fault of the CITY or its Representatives; (b) was lawfully received by the CITY from a third party where such third party was free of any obligation of confidence to the DEVELOPER; (c) was already in the lawful possession of the CITY prior to receipt thereof, directly or indirectly, from the DEVELOPER, provided however that any obligations of confidentiality or restrictions on use shall remain in effect; (d) is subsequently and independently developed by Representatives of the CITY without reference to the Confidential Information disclosed under this Agreement; or (e) is disclosed by the CITY in accordance with the prior written approval of DEVELOPER. 5.2.1 Except as expressly authorized by the prior written consent of DEVELOPER, and subject to Section 5.2.4, the CITY shall, and shall cause its Representatives to: a. limit access to any Confidential Information received by it to its Representatives who have a need -to -know in connection with the evaluation of the Project; b, advise its Representatives having access to the Confidential Information of the proprietary and confidential nature thereof and of the obligations set forth in this Agreement; c, take appropriate action by instruction or agreement with its Representatives having access to the Confidential Information to fulfill its obligations under this Agreement; d. safeguard all Confidential Information received by it using a reasonable degree of care, and not less than that degree of care used by it in safeguarding its own similar information or material; e. use all Confidential Information received by it solely for purposes of evaluating the Project; -3- 48677228.1 f. not disclose any Confidential Information received by the CITY to any third party; and I;. not disclose to any third party the fact that the Confidential Information has been received by the CITY. 5.2.2 Without the written consent of both SJHS and TSJ, neither the CITY nor its Representatives shall disclose to any third party any of the terms, conditions or other facts with respect to the Project, including the status thereof. Notwithstanding the foregoing, it is understood that in order to evaluate the feasibility of the Project and entitlements and public incentives that may be available to the Project, the Parties are authorized to (i) discuss the existence of the Project and to discuss the entitlements and potential public incentives available to the Project with the necessary employees, officials, agents and consultants of the CITY and the necessary employees, officials, agents and consultants of County of Orange, and (ii) disclose the Confidential Information and the existence of the discussions and negotiations, the Project to any potential Project investors, finance team members, community development entities and /or lenders (for put-poses of evaluating the Project. 5.2.3 Upon the request of DEVELOPER, the CITY shall, and shall cause all Representatives to, confirm the destruction of, or in the case of computerized, electronic, digital or non - recoverable data, erasure of all Confidential Information and shall destroy all memoranda, notes, records, drawings, manuals and other documents or materials (and all copies of same, including "copies" that have been converted to computerized, digital or electronic media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information. Upon the destruction of such materials, an authorized officer of the CITY shall, upon the request of DEVELOPER, certify in writing, that all such materials have been either destroyed or erased in accordance with the foregoing. Notwithstanding the foregoing, the CITY shall be permitted to retain such portions of the Confidential Information as may be required by applicable law (including, without limitation, document retention requirements related to pending or threatened litigation); provided that any such information retained shall remain subject to this Agreement. Notwithstanding the return of Confidential Information, the CITY and its Representatives shall continue to be bound by their respective obligations in a manner contemplated by this Agreement. 5.2.4 In the event that the CITY or any of its Representatives is required by law to disclose any of the Confidential Information, or that discussions or negotiations are taking place concerning the Project or any of the terms, conditions, or other facts with respect thereto, the CITY shall provide DEVELOPER with prompt written notice of any such requirement so that DEVELOPER may seek a protective order or other appropriate remedy and /or waive compliance with the provisions of this Agreement. If, in the absence of a protective order or other remedy or the receipt of a waiver by or on behalf of DEVELOPER, the CITY or any of its Representatives is nonetheless legally compelled to disclose the Confidential Information, the CITY or its Representatives may, without liability hereunder, (a) disclose only that portion of the Confidential Information which is legally required to be disclosed, and (b) notify DEVELOPER itmnediately of the items of Confidential Information -4- 48677228. t to be disclosed; provided that the CITY and its Representatives exercise commercially reasonable efforts to preserve the confidentiality of the Confidential Information including, without limitation, by cooperating with DEVELOPER to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded, the Confidential Information, 5.2.5 This Agreement does not confer any right, license, interest or title in, to or under the Confidential Information to the CITY. No license is hereby granted to the CITY, by estoppel or otherwise under any patent, trademark, copyright, trade secret or other proprietary rights of DEVELOPER. Title to the Confidential Information shall remain solely in DEVELOPER. 526 The CITY does not represent or warrant that Confidential Information submitted by DEVELOPER is exempt from public disclosure under the Public Records Act (Gov. Code Section 6250 et seq.). 5.2.7 The provisions of this Section 5.2 shall survive the termination or expiration of this Agreement 5.3 The CITY's Representations. The CITY hereby represents and warrants to DEVELOPER the following: 5.3.1 The execution, delivery and performance of this Agreement by the CITY have been duly authorized and approved by all requisite action, and no other authorizations or approvals, whether of governmental bodies or otherwise, will be necessary in order to enable the CITY to enter into or to comply with the terms of this Agreement; 5.3.2 This Agreement and all other documents and certificates executed and delivered by the CITY in connection with the transactions contemplated by this Agreement constitute legal, valid and binding obligations of the CITY, enforceable against the CITY in accordance with their respective tours. Neither this Agreement nor anything provided to be done under this Agreement violates or shall violate any contract, document, understanding, agreement, instrument, or judicial order to which the CITY is aparty or by which it is bound; 5.3.3 There are no pending, or to the best of the CITY's knowledge, threatened actions, suits or proceedings before any court, governmental agency, arbitrator or instrumentality affecting the CITY which, if adversely determined, could affect the legality, validity or enforceability of this Agreement; 5.3.4 The CITY has not entered into any other agreements relating to development of the Property; and 53.5 The CITY has received no notice of and has no knowledge of any pending or threatened condemnation or transfer in lieu thereof affecting any of the Property, nor has the CITY agreed or corrunitted to transfer or dedicate any of the Property. -5- 48677228.1 6. DEVELOPMENT AGREEMENT 6.1 Negotiation of a Development Agreement and City Assistance. During the Negotiation Period, the CITY and DEVELOPER shall exercise reasonable efforts to complete discussions relating to the terns and conditions of the Development Agreement and such other matters, as may be mutually acceptable to the CITY and DEVELOPER, in their respective reasonable discretion. Nothing herein shall be deemed to be a representation by either the CITY or DEVELOPER that a mutually acceptable Development Agreement will be entered into. Nothing in this Agreement shall impose any obligation on any Party to agree to or execute the Development Agreement or for the CITY to provide any financial or other assistance to DEVELOPER for the Project. Nothing herein shall be deemed to be a guarantee or representation that any proposed Development Agreement will be approved by the CITY Council. DEVELOPER acknowledges and agrees that the CITY consideration of the Development Agreement is subject to the sole and absolute discretion of the CITY Council, any applicable governmental entities and all legally required public hearings, public meetings, notices, factual findings and other determinations required by law. 6.2 Deal Points Memorandum. A written memorandum setting froth in outline form (the "Deal Points Memorandum") of initial proposed terms is attached hereto as Exhibit C and is incorporated herein by this reference. The Deal Points Memorandum is intended to help frame the issues. 6.3 Costs and Expenses. All fees and expenses for engineers, architects, financial consultants, legal, planning and other consultants and contractors, retained by DEVELOPER to perform DEVELOPER's obligations set forth in this Agreement, shall be the sole responsibility of DEVELOPER. All fees and expenses for engineers, architects, financial consultants, legal, planning and other consultants and contractors, retained by the CITY to perform the CITY's obligations set forth in this Agreement, shall be subject to reimbursement pursuant to a reimbursement agreement to be executed concurrently with this Agreement. 7. Developer Tasks During Negotiation Period, During the Negotiation Period DEVELOPER shall, at DEVELOPER's sole cost and expense, undertake the following tasks: 7.1 Design. Not later than ninety (90) days after the Effective Date, DEVELOPER shall use its best efforts to confirm the preliminary configuration and design of the Project. 7.2 Historic Preservation Plan. Within seven (7) days of the Effective Date of this Agreement, the CITY shall provide DEVELOPER with complete and accurate details regarding historic preservation requirements ( "Historic Requirements "). Once Historic Requirements have been received by DEVELOPER, DEVELOPER shall not later than ninety (90) clays after the Effective Date submit to the CITY verification that it has considered the historic nature of the Property, has assembled a rehabilitation team with experience with historic preservation, and has a plan to preserve, at a minimum, the external historic features. Failure by the CITY to provide complete and accurate Historic Requirements shall constitute a breach of this Agreement. -6- as� >�7zzs. i 73 Project hnplementation Schedule and Scope of Develooment. Not later than ninety (90) days after the Effective Date, DEVELOPER shall use its best efforts to submit to the CITY a Project implementation schedule for the Project which shall include without limitation, a concept plan and detailed scope of development identifying all major activities and required entitlements such as preliminary construction drawings, final construction drawing and projected commencement and completion of construction dates. 7.4 Financial Plan. Not later than ninety (90) days after the Effective Date, DEVELOPER use its best efforts to submit to the CITY a financial plan which shall include the following: (a) a detailed proforma illustrating the estimated cost of the Project , and (b) an outline of DEVELOPER's proposed methods to finance and complete the Project, including the proposed sources of fimding for the Project and the terms and conditions of such funding. 7.5 Entitlements. Not later ninety (90) days after the Effective Date, DEVELOPER shall use its best efforts to apply to the CITY for any necessary entitlement renewals or modifications required for the construction of the Project on the Property. 7.6 Environmental Review. Not later ninety (90) days after the Effective Date, DEVELOPER shall use its best efforts to identify all environmental reviews and permits required for the construction of the Project on the Property. 7.7 Development Agreement. DEVELOPER will review and comment on drafts of a proposed Development Agreement prepared by the CITY's legal counsel and will meet and negotiate diligently and in good faith with the CITY regarding the Development Agreement. 8. CITY Tasks During Negotiation Period. During the Negotiation Period, the CITY shall undertake the following tasks subject to reimbursement as provided in Section 6.3: 8.1 Review of Developer's Documents and Submittals. The CITY staff will diligently review all plans and documents submitted by DEVELOPER and promptly provide DEVELOPER with a written response outlining relevant comments, but in no event less than thirty (30) days after submitted by DEVELOPER. 8.2 Acquisition/Assignmeat of Parking for Property. CITY staff will diligently pursue, the acquisition or assignment of sufficient parking spaces to serve the Property for DEVELOPER's intended use and to meet all applicable governmental requirements, subject to the Development Agreement, as described below. 83 Development Agreement. The CITY will cause the CITY's legal counsel to prepare a Development Agreement and will meet and negotiate diligently and in good faith with DEVELOPER regarding the Development Agreement, 8.4 Copies of Documents. Within five (5) days of the Effective Date, the CITY shall provide to DEVELOPER copies of all studies, reports, inspections, surveys, and other materials relating to the Property that is in the CITY'S control or possession, for DEVELOPER'S review and use in connection with its investigation of the Property and the Project. 7- 88677228.1 9. Acknowledgments and Reservations. 9.1 No Further Obligation. The Parties agree that, if this Agreement expires or is terminated for any reason, or the Development Agreement is not approved and executed by all Parties, except as expressly provided in this Agreement, the City, on the one hand, and SJHS and TSJ, on the other hand, shall not be under any obligation, nor have any liability to the other applicable Party or any other person regarding the acquisition of the Property or the construction of the Project. The provisions of this Section 9.1 shall survive the termination or expiration of this Agreement. 9.2 Development Standards and Design Controls. Certain development standards and design controls for the Project may be established between DEVELOPER and the CITY, but it is understood and agreed among the Parties that the Project must conform to all CITY and other applicable governmental development, land use and architectural regulations and standards, except and unless the same are waived by the CITY or other governmental authority with jurisdiction over the same. To the extent required by applicable law, drawings, plans and specifications for the Project shall be subject to the approval of the CITY through the standard development application process for projects within the CITY and, which approval shall not be unreasonably withheld, conditioned or delayed. The CITY shall reasonably cooperate with DEVELOPER's professional associates in providing information in connection with DEVELOPER's preparation of drawings; plans and specifications. Nothing in this Agreement shall be construed as the approval of any plans or specifications for the Project or of the Project itself by the CITY. The CITY acknowledges that the studies undertaken by DEVELOPER on the Project are proprietary to DEVELOPER and DEVELOPER's consultants and that the CITY shall not acquire any right to distribute, use or benefit from the studies by virtue of the terms of this Agreement. Nothing in this Agreement shall require DEVELOPER to make any development or land use application to the CITY or any other public body regarding the Project. 93 Further Information. The CITY reserves the right to reasonably obtain further information, data and commitments to ascertain the ability and capacity of DEVELOPER to develop and operate the Property and/or the Project. DEVELOPER acknowledges that it may be requested to make certain financial disclosures to the CITY, its staff, legal counsel or other consultants, as part of the financial due diligence investigations of the CITY relating to the potential construction of the Project by DEVELOPER and that any such disclosures may become public records. The Confidential Information provided to the CITY pursuant to this Section 9.3 is subject to the requirements of Section 5.2 of this Agreement. 9.4 CITY Not a Parry-to Certain Agreements, The CITY shall not be deemed to be a party to any agreement for the acquisition, lease, or disposition of real or personal property to DEVELOPER or the development of the Project on the Property or elsewhere, until the terms and conditions of the Development Agreement are approved by the CITY's governing board, in its reasonable discretion. 10. Disclosures and Cooperation. The CITY on the one hand, and SJHS and TSJ on the other hand, shall cooperate with each other and supply such documents and information as may be reasonably requested by the other Party to facilitate the negotiations. Any Confidential Information provided to the CITY pursuant to this Section 10 is subject to the requirements of .g_ 48677228. i Section 5.2 of this Agreement. 10.1 Statements Promises and Representations Made Prior the Execution of the Development Agreement. Each Party acknowledges and agrees that the other Parties will not be bound by any statement, promise or representation made by the disclosing Party's staff during the Negotiation Period or arising from or related to the Project, and that each Party shall be legally bound only upon the approval of the Development Agreement by the applicable governing authority of such Party; provided; however, that each Party agrees that it is bound by the Binding Terns (as defined below) of this Agreement. 10.2 No Representations About Future Agreements, Each Party further acknowledges and agrees that nothing in this Agreement or a Party's cooperation in satisfying its obligations under this Agreement shall be deemed a promise, representation or guaranty that the Parties will reach any future agreement, enter into the Development Agreement or unless memorialized in another agreement or otherwise agreed to that the CITY will provide financial assistance for the Project. 11. Default. 11.1 Cure. Failure or delay by either Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. If the Party who is claimed to be in default by the other Party cures, corrects or remedies the alleged default within thirty (30) calendar days after receipt of written notice specifying such default, such Party shall not be in default under this Agreement. The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than thirty (30) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 11.1 shall be automatically reduced to the number of days remaining in the Negotiation Period. 112 Notice. The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without first delivering written notice of the default. 113 Breach. If a default of a Party remains uncured for more than thirty (30) calendar days following receipt of written notice of such default, a "breach" of this Agreement by the defaulting 'Party shall be deemed to have occurred. Except as expressly provided in this Agreement, in the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach. 11.4 Confidentialitv Breach. Without prejudice to the rights and remedies otherwise available to DEVELOPER, because an award of money damages would be inadequate for any breach of the CITY's obligations contained in Section 5.2 and any such breach would cause the DEVELOPER irreparable harm, the CITY agrees that, in the event of any such breach or threatened breach of the CITY's obligations contained in Section 5.2, the DEVELOPER shall _9_ 48577228,1 also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance. It is further understood and agreed that no failure or delay by the DEVELOPER in exercising any right, power or privilege contained in this Section 11.4 shall operate as a waiver thereof. 11.5 Survival. The provisions of this Section I I shall survive the termination or expiration of this Agreement. 12. Termination. This Agreement shall terminate upon the occurrence of any of the following: (a) the end of the Negotiation Period, subject to any extensions approved by the Parties pursuant to Section 4, (b) a Development Agreement, acceptable in form and content to each of the CITY and DEVELOPER, is negotiated, approved and executed by each Party's governing body, (c) termination of this Agreement by either Party pursuant to Section 11, or termination by SJHS or TSJ pursuant to terms of Section 14.16, 13. Assignment. The qualifications and identity of DEVELOPER and its respective principals are of particular concern to the CITY. It is because of these qualifications and identity that the CITY has entered into this Agreement with DEVELOPER. During the Negotiation Period, no voluntary or involuntary successor -in- interest of DEVELOPER shall acquire any rights or powers under this Agreement, nor shall DEVELOPER assign all or any part of this Agreement, without the prior written approval of the CITY, which approval CITY may grant, withhold, or deny in its sole and absolute discretion. Any purported transfer of this Agreement, voluntarily or by operation of law, shall be null and void and shall confer no rights whatsoever upon any purported assignee or transferee, unless otherwise approved in writing by the CITY pursuant to this Section. 14. General Provisions 14.1 Non - Binding. Except for Sections 2, 4, 5, 9.1, 11, 12, and Section 14, which are intended to create legally binding obligations on the Parties (the `Binding Provisions "), this Agreement does not constitute and will not give rise to any legally binding obligation on the part of the Parties. Except as expressly provided in the Binding Provisions (or as expressly provided in any agreement that the Parties may enter into in the future), (a) this Agreement is simply an expression of the intent of the Parties, and does not require the Parties to execute any further agreements, and (b) neither Party shall have any rights or obligations to one another unless and until a Development Agreement is fully executed and delivered by all Patties. The execution of any such Development Agreement would also be subject to approval by SJHS and TSJ's respective boards of directors. Moreover, except as expressly provided in the Binding Provisions (or as expressly provided in any binding written agreement that the Parties may enter into in the future), no past or future action, course of conduct, or failure to act relating to the Project, or relating to the negotiation of the terms of the Project, the Development Agreement or any definitive agreement among the Parties, will give rise to or serve as a basis for any obligation or other liability on the part of the Parties. The provisions of this Section 14.1 shall survive the termination or expiration of this Agreement. 14.2 Governing Law; Jurisdiction and Venue. This Agreement shall be interpreted and enforced in accordance with the provisions of California law in effect at the time it is 40- 48677228.1 executed, without regard to conflicts of law provisions, and as such laws may be amended from time to time during the Negotiation Period. Any action brought concerning this Agreement shall be brought in the appropriate court for the County of Orange, California. The provisions of this Section 14.2 shall survive the termination or expiration of this Agreement. 14.3 Conflicts of Interest. For the term of this Agreement, no member, officer or employee of the CITY, during the term of his or her service with the CITY, shall have any direct or indirect interest in this Agreement or obtain any present or anticipated material benefit arising therefrom. 14.4 No Third Party Beneficiaries, Each Party expressly acknowledges and agrees that they do not intend, by their execution of this Agreement, to benefit any persons or entities not signatory to this Agreement, including, without limitation, any brokers representing the Parties to this transaction. The foregoing shall not be deemed to release SJHS and /or TSJ from any obligation it may have to pay commissions or brokerage fees which it may be obligated to pay pursuant to any other contract to which SJHS and /or TSJ may be a party. No person or entity not a signatory to this Agreement shall have any rights or causes of action against a Party arising out of or due to a Party's entry into this Agreement. Third parties, for the purposes of this Section, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and other consultants. The CITY and DEVELOPER each represent to the other that they have not had any conversations or dealings with any broker, finder or other intermediary in connection with the Property. The CITY and DEVELOPER each agree to defend and indemnify the other from and against any and all third party liabilities, claims, demands, damages and costs of any kind (including attorneys' fees, costs and expenses) arising from or connected with any broker's or finder's fee or commission or charge claimed to be due by any person arising from or by reason of the other's conduct with respect to this transaction. The provisions of this Section 14.4 shall survive the termination or expiration of this Agreement. 14.5 Notices and Demands. All notices or other communications required or permitted between the Parties under this Agreement shall be in writing, and may be: (a) personally delivered, (b) sent by United States registered or certified mail, postage prepaid, return receipt requested, (c) sent by facsimile and /or electronic transmission, confirmed by same day mailing of a "hard" copy, ordinary first class mail, postage prepaid, or (d) sent by nationally recognized overnight courier service (e,g., Federal Express), addressed to the Parties at the addresses provided below, subject to the right of a Party to designate a different address for itself by notice similarly given. Any notice given by registered or certified United States mail shall be deemed to have been given on the second business day after the same is deposited in the United States mail Any notice personally delivered or delivered by facsimile or overnight courier service (e.g., Federal Express), shall be deemed giving upon receipt of the same by the Party to whom the notice is given. To CITY: City of Santa Ana 20 Civic Center Santa Ana, CA 92701 Attn: City Clerk and City Attorney 48677228.1 To SJHS: St, Joseph Health System 3345 Michelson Drive Irvine, CA 92612 Attn: General Counsel To TSJ: Taller San Jose 301 N. Broadway Santa Ana, CA 92701 -3423 Attn: Executive Director 14.6 Entire Agreement, This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all agreements, representations, warranties, statements, promises and /or understandings, whether oral or written. This Agreement may only be amended by the written consent of the Parties. 14.7 Severability. In the event that any of the provisions or portions thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, shall not be affected and shall remain in full force and effect. The provisions of this Section 14.7 shall survive the termination or expiration of this Agreement. 14.3 Indemnification. (a) SJHS shall defend and indemnify the CITY and its Representatives from and against any and all actual third party claims, losses, damages, fines, costs, penalties, expenses (including reasonable and actual attorneys' fees, costs of experts and other litigation expenses), and liabilities of any type or nature, including those related due to death or injury to any person and injury to any property, proximately resulting from any gross negligence or willful misconduct by SJHS or any of its Representatives related to the activities described or contemplated by this Agreement (collectively "Damages"); provided however, that SJHS shall not be liable to, nor required to defend or indemnify the CITY or its Representative's from Damages that are the result of the negligence or willful misconduct of another Party (in such case SJHS's indemnification obligations will be reduced in proportion to such Party's share of liability for such negligence or willful misconduct, if any). Notwithstanding anything in this Agreement to the contrary, all liability of SJHS for damages for breach of any covenant, duty or obligation (whether in contract, negligence, tort or otherwise) of SJHS under this Agreement or in any manner relating hereto shall be limited, if applicable, to the claiming Party's actual direct damages, and in no event shalt SJHS or its Representatives ever be liable or responsible for any consequential, indirect, special, punitive or exemplary damages, or for any damages arising out of or relating to lost profits or business interruption (all of which are hereby 42- 4867722N.1 expressly waived by the CITY, for itself and on behalf of its Representatives). No officials, officers, employees, consultants, contractors or agents of SJHS shall be personally liable to the CITY, any voluntary or involuntary successors or assignees, or any lender or other party holding an interest in the Project or the Property, in the event of any default or breach by SJHS, or for any amount which may become due to the CITY or to its successors or assignees, or on any obligations arising under this Agreement. (b) TSJ shall defend and indemnify the CITY and its Representatives from and against any and all Damages; provided however, that TSJ shall not be liable to, nor required to defend or indemnify the CITY or its Representative's from Damages that are the result of the negligence or willful misconduct of another Party (in such case TSJ's indemnification obligations will be reduced in proportion to such Party's share of liability for such negligence or willful misconduct, if any). Notwithstanding anything in this Agreement to the contrary, all liability of TSJ for damages for breach of any covenant, duty or obligation (whether in contract, negligence, tort or otherwise) of TSJ under this Agreement or in any manner relating hereto shall be limited, if applicable, to the claiming Party's actual direct damages, and in no event shall TSJ or its Representatives ever be liable or responsible for any consequential, indirect, special, punitive or exemplary damages, or for any damages arising out of or relating to lost profits or business interruption (all of which are hereby expressly waived by the CITY, for itself and on behalf of its Representatives). No officials, officers, employees, consultants, contractors or agents of TSJ shall be personally liable to the CITY, any voluntary or involuntary successors or assignees, or any lender or other party holding an interest in the Project or the Property, in the event of any default or breach by TSJ, or for any amount which may become due to the CITY or to its successors or assignees, or on any obligations arising under this Agreement. (c) To the extent allowable under applicable law, the CITY shall defend and indemnify DEVELOPER and its Representatives from and against any and all Damages; provided however, that the CITY shall not be liable to, nor required to defend or indemnify DEVELOPER or its Representative's from Damages that are the result of the negligence or willful misconduct of another Party (in such case the CITY's indemnification obligations will be reduced in proportion to such Party's share of liability for such negligence or willful misconduct, if any). Notwithstanding anything in this Agreement to the contrary, all liability of the CITY for damages for breach of any covenant, duty or obligation (whether in contract, negligence, tort or otherwise) of the CITY under this Agreement or in any manner relating hereto shall be limited, if applicable, to the claiming Party's actual direct damages, and in no event shall the CITY or its Representatives ever be liable or responsible for any consequential, indirect, special, punitive or exemplary damages, of for any damages arising out of or relating to lost profits or business interruption (all of which are hereby expressly waived by DEVELOPER, for itself and on behalf of its Representatives). No officials, officers, employees, consultants, -13- 48677228A i contractors or agents of the CITY shall be personally liable to DEVELOPER, any voluntary or involuntary successors or assignees, or any lender or other party holding an interest in the Project or the Property, in the event of any default or breach by the CITY, or for any amount which may become clue to DEVELOPER or to its successors or assignees, or on any obligations arising under this Agreement. (d) The provisions of this Section 14.8 shall survive the termination or expiration of this Agreement. 149 Attorneys' Fees. In the event that either Party brings any legal action to interpret or enforce any provision of this Agreement, the prevailing Party in that action shall be entitled to receive, in addition to all other relief available to it, its costs of litigation and reasonable attorney's fees, including costs and fees incurred on appeal and in enforcing any judgment which may be rendered on the underlying action. The provisions of this Section 14.9 shall survive the termination or expiration of this Agreement. 14.10 Waivers. No waiver of any breach of any term or condition contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach of such term or condition, or of any other term or condition contained in this Agreement. No extension of the time for performance of any obligation or act, no waiver of any term or condition of this Agreement, nor any modification of this Agreement shall be enforceable against the CITY or DEVELOPER, unless made in writing and executed by the CITY and DEVELOPER. 14.11 Construction. Readings at the beginning of each section and sub - section of this Agreement are solely for the convenience of reference of the CITY and DEVELOPER and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one or the other of the CITY or DEVELOPER, but rather as if the CITY and DEVELOPER prepared this Agreement. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to this Agreement and incorporated into this Agreement by this reference. If the date on which the CITY or DEVELOPER is required to take any action pursuant to the teens of this Agreement is not a business day of the CITY, as appropriate, the action shall be taken on the next business day of the CITY. 14.12 Counterpart Originals. This Agreement may be executed in counterparts which, when taken together, shall constitute but one and the same instrument. Further, facsimile or email transmission of a true scanned copy of any signed original counterpart transmission shall be deemed the same as the delivery of an original. 14.13 No Partnership or Agenev. Nothing in this Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between or among any of the Parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other Party in any way. -14- 48677228A 14J4 Costs. Each of the Parties will be responsible for and bear all of their own respective costs and expenses (including any broker's or finder's fees and the expenses of their respective attorneys and representatives) incurred at any time in connection with pursuing or consummating the Proposed Transaction. 14,15 Disclosure. To the extent allowable under applicable law, without the prior written consent of the other Parties, no Party will, and will cause their representatives not to make, directly or indirectly, any public comment, statement or communication with respect to, or otherwise to disclose or to permit the disclosure of the terms, conditions or other aspects of the Project. If a Party is required by law to make any such disclosure, it must first provide to the other Parties the content of the proposed disclosure, the reasons that such disclosure is required by law, and the time and place that the disclosure will be made. 14,16 Termination for Other Reasons. In the event that this Agreement or the Parties' relationship established herein at any time during the teen, either (a) adversely affects SJHS or TSJ or any of its Affiliate's tax - exempt status or the tax - exempt status of interest on securities issued by SJH or any of its Affiliates, or (b) requires action to be taken with respect to the on securities issued by SJH or any of its Affiliates, SJHS or TSJ, as applicable DEVELOPER may, in SJHS's or TSJ's, as applicable, sole discretion, (x) terminate this Agreement, or (y) require amendment of this Agreement to reasonably remediate the adverse effect on the impacted Party's tax - exempt status or the tax - exempt status of interest on the securities issued by SJHS or TSJ or any of its Affiliates, as applicable. [Signatures on following page] -15- 48677228.1 IN WITNESS WHEREOF, this Agreement has been executed by the Parties to be effective as of the Effective Date. CITY OF SANTA ANA City of Santa Ana, California a municipal corporation By: i DAVID CAVAZOS City Manager Attest: By. MARIA D. HUIZAR Clerk of the Council APPRO ICED AS TO FORL111 SONIA R. CARVALHO City Attorney,,,., Jose Sandoval Assistant City Attorney St. Joseph Health System, a California nonprofit public benefit corporation By: 4W4�&— � Annette Walker Its: Executive Vice President, Strategic Services Taller San Jose, a California nonprofit corporation By: awna Smith Its: xecutive Director & CEO -16- 43671228A EXHIBIT "A" PROPERTY LEGAL DESCRIPTION EXHIBIT A 486772:8.1 EXHIBIT `A' LEGAL DESCRIPTION A PORTION OF SLOCK'C' OF SPURGEON'$ ADDITION TO SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A KAP FILED IN BOOK 9 PAGE 56, OF MISCELLANEOUS MAPS, IN THE OFFICE OF 7'HE COUNTY RECORDER OF SAID COUNTY, A PORTION OF THE ALLOTMENT TO JACOB ROSS AS DESCRIBED IN THE FINAL DECREE OF PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA, IN SAID CITY, COUNTY AND STATE, WHICH WAS ENTERED IN 1868, IN BOOK V PAGE 410, OF JUDGEMENTS OF THE DISTRICT COURT OF THE 17T" JUDICIAL DISTRICT IN AND FOR LOS ANGELES COUNTY, STATE OF CALIFORNIA, TOGETHER WITH A PORTION OF A STRIP OF LAND BOUNDED ON THE NORTH BY SOUTH LINE OF SAID ALLOTMENT TO JACOB ROSS; ON THE EAST BY THE WESTERLY LINE SYCAMORE STREET, AS SAID SYCAMORE STREET WAS ESTABLISHED BY DEED RECORDED IN BOOK 16 PAGE 111 OF DEEDS; ON THE SOUTH BY THE NORTHERLY LINE OF SAID SPURGEON'S ADDITION; AND ON THE WEST BY THE EAST LINE OF BROADWAY, AS SAID BROADWAY EXISTED ON SEPTEMBER 7, 1922, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF EIGHTH STREET, FORMALLY KNOWN AS CHURCH STREET WITH THE EASTERLY LINE OF THE WESTERLY 96,00 FEET OF SAID BLOCK'C' AS DESCRIBED IN PARCEL 1 OF THAT CERTAIN GRANT DEED RECORDED JUNE 25, 2001, AS INSTRUMENT NO. 20010416173, OF OFFICIAL RECORDS, IN SAID OFFICE OF THE COUNTY RECORDER; THENCE NORTHERLY ALONG SAID EASTERLY LINE AND THE EASTERLY LINE OF PARCEL 2 OF SAID GRANT DEED, NORTH 00 021'30" EAST, 193.07 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID ALLOTMENT TO JACOB ROSS; THENCE ALONG SAID SOUTHERLY LINE NORTH 90 000'00" EAST 28.31 FEEL' TO A POINT ON A LINE PARALLEL WITH AND 125.00 FEET WEST OF THE WESTERLY LINE OF SYCAMORE STREET, AS WAS ESTABLISHED BY DEED RECORDED IN BOOK 16 PAGE 111 OF DEEDS, IN THE OFFICE OF SAID COUNTY RECORDER; THENCE NORTHERLY ALONG SAID PARALLEL LINE NORTH 00416'06" EAST 115.35 FEET TO A POINT ON THE NORTHERLY LINE OF THAT CERTAIN QUITCLAIM DEED RECORDED MARCH 20, 1947 IN BOOK 1485 PAGE 500, OF SAID OFFICIAL RECORDS; THENCE ALONG SAID NORTHERLY LINE NORTH 89 059'25" EAST, 125.00 FEET TO SAID WESTERLY LINE OF SYCAMORE STREET; THENCE SOUTHERLY ALONG SAID WESTERLY LINE, SOUTH 00 °16'06" WEST, 308.99 FEET TO SAID NORTHERLY LINE OF EIGHTH STREET; THENCE ALONG SAID NORTHERLY LINE NORTH 89 647145" WEST, 153.61 FEET TO SAID POINT OF BEGINNING. SAID PARCEL CONTAINS APPROXIMATELY 1.01 AC, AS SHOWN ON EXHiBIT'B', ATTACHED HERETO AND MADE A PART HEREOF. DATED THIS 6 ��DAY OF 2002. I EXF, 12/81103 J R USELTON, L.S. 5 r Z6 5341 P: 2/31!03 9TF OF Op11Fo5 First American Title X010 5V*4& Oil PARCEL 2 20010416173 OR 96.00' (20010416173 OR PARCEL 1 20010416173 OR oC� C' 72 SCALE. 1"=50' EUCOE yp4�� E NGINEERING Itm fu (M) v1 -015 W Srr hw m , 0 a ` M PARCEL 2 20010416173 OR 96.00' (20010416173 OR PARCEL 1 20010416173 OR oC� C' 72 SCALE. 1"=50' First American Title :4 099�����T o ✓� N 89'59'25' W 125.00' __ b 0 b' 12500' (1.01 AC) �r i �Qy 1-- w ° S& z � EIGHTH STREET (NURCH STREET) Ld L-i V) S�j W n t.>= r- J W a (t) 70 g z EXHIBIT 'B' SYCAMORE STREET - YMCA SANTA ANA, CALIFORNIA EUCOE E NGINEERING Itm fu (M) v1 -015 W Srr hw m , t"d sornyva First American Title :4 099�����T o ✓� N 89'59'25' W 125.00' __ b 0 b' 12500' (1.01 AC) �r i �Qy 1-- w ° S& z � EIGHTH STREET (NURCH STREET) Ld L-i V) S�j W n t.>= r- J W a (t) 70 g z EXHIBIT 'B' SYCAMORE STREET - YMCA SANTA ANA, CALIFORNIA EXHIBIT "B" PROJECT SUMMARY St, Joseph Health has a long history of service to the people of Santa Ana. Through a needs assessment, it was identified that although there are hundreds of fitness facilities in Orange County, not a single facility is in this particular neighborhood. St. Joseph Health's appreciation of the impact these types of resources have in creating a health community has inspired it to bring wellness, fitness and clinic services to the workers and residents of the area. In fact, St. Joseph Health has been actively looking for an appropriate location for the last two years. Taller San Jose has a strong desire to strengthen its presence and expand the services that it currently provides. The need for Taller San Jose in Orange County continues to grow; according to the 2010 U.S. Census, there are more than 55,000 impoverished youth between the ages of 18 and 28 living in Central Orange County. High unemployment among Taller San Jose's target population, along with high rates of criminal recidivism and an incarceration system stretched beyond its capacity will continue to exacerbate this situation for the foreseeable future. California has the highest recidivism rate in the nation, with 70% of past offenders returning to jail or prison within 24 months of their release. Taller San Jose has a unique opportunity to impact the ability of this young adult population to achieve and maintain self - sufficiency by expanding its ability to provide services to this vulnerable population. Taller San Jose's highly focused, goal oriented program helps students develop into self - reliant adults through three key job - training academies —office careers, medical careers and construction —as well as support services such as rnentoring, legal assistance, substance abuse recovery support and job placement. Last year, Taller San Jose placed 175 previously unemployed young people into employment at an average salary of $11.13 per hour. On average, 72% of Taller San Jose graduates placed into employment remain employed one year later. Furthermore, 92% of graduates with a criminal background do not reofiend. The YMCA building represents a real opportunity for SJH and Taller San Jose to positively impact the community of Santa Ana in a new and significant way. Our intent is to create a multi- purpose place of gathering for health, wellness and learning in the YMCA building, with the following approximate breakdown of space allocation: Medical Fitness – 17,000 square feet (45 %). This space will offer fitness facilities to the public (through paid or scholarship subscriptions) for general fitness or recreation, with additional specialized programs for those with chronic health conditions Taller San Jose — 19,000 square feet (50 %). This area will provide vocational training to local youth Clinic — 2,000 square feet (5 %). This space will provide primary care and worksite wellness to the community workers and residents The team believes these services are complementary to the location. The YMCA building is located on a major thoroughfare in a Civic area of Santa Ana, and is prominent in the way that it stands majestically across from the old Court House. It seems fitting to house services that are accessible by the public so that the building can be enjoyed by a wide cross section of the community, The functions that we are proposing to locate in the building will require little in the way of zoning or occupancy change. In addition, the need in this community for these resources is referenced above. Building Rehabilitation: The team's intent is to restore the building physically to as close to its original condition as possible (in accordance with the approval of agencies having j urisdiction), with the following explicit inclusions or exclusions: Exterior: • In general, the tears will endeavor to restore the exterior of the building to its original condition by retaining all elements and finishes that are salvageable and /or replicable, and we plan to remove and/or replace later incompatible changes and additions that detract from the character of the building • Where possible, code required life- safety and functional upgrades will be designed to be compatible with the character of the building, and will be constructed in order to be removable at a future time without loss of historic integrity • We will retain the elements of the exterior noted in the RFQ: Building configuration, building massing, roof shape, primary and secondary exterior materials including original terracotta and wrought iron, symmetrical design, original public entries and fenestration • We anticipate the potential need to retain or demolish ancillary structures, and/or to make minor additions to the footprint of the existing YMCA building in order to enhance the viability and functionality of the project (subject to the Historic Rehabilitation guidelines) • The tears requests that the final determination of the project boundary be subject to negotiation with the city in order to maximize the functionality of the building from our standpoint, and to mitigate the lack of on -site parking space or permanently dedicated adjacent parking Interior: In general we plan to remove all non - structural elements of the building interior, with exception of the items specifically noted in the RFP: One interior fireplace mantel, character of the circulation and significant spaces and lobbies Gymnasium: Due to the volume of the gym, we anticipate creating a mezzanine space (removable at a future time) that can increase the functionality of the space, without detracting from the character We anticipate making structural modifications to both improve seismic resistance and to allow for circulation improvements, exiting, accessibility, systems distribution however, to the greatest extent possible, these changes will be made to minimize loss of character, or be reversed at a future time EXHIBIT "C" DEAL POINTS MEMORANDUM Fiopased Iems tale Nggat €a�etlbur�eig theEgglusitre Portpw2 Rdg'p0h5iii�2„i Neggoy�atq�oytt Period As Part bth?evetapmert t2a1 �1.� �� i� �'.$' h' �����. aei`'uC O"v�`�'SwiartY4xp•�4 . e`. �rynr4y lk.4'�r�y1v���4�ya3�+�`G��i� 3'����M: &�"�'�s DEVELOPER will conduct a design and economic feasibility study relating to the Prject. DEVELOPER, The CITY and The Design and Developer and CITY's consultants will evaluate the design and economic Economic Feasibility The CITY feasibility of the Project based on, among other things the (Per Section 7.1) design and economic feasibility study undertaken by DEVELOPER. Conduct of Phase I DEVELOPER will be permitted to undertake a Phase I and Phase II (Per DEVELOPER Environmental Analysis and /or Phase II Environmental Section 7.6) analysis, each at Developer's sole cost and expense. Conduct structural engineering and As part of the development of the Project, DEVELOPER will earthquake safety DEVELOPER be required to undertake certain structural engineering and retrofit (Per Section earthquake safety retrofits. 7.6) DEVELOPER will conduct any California Environmental Quality Act (CEQA) Review required by law and prepare any Environmental Environmental Impact Reports required by law. CITY agrees Review (Per Section Developer to work cooperatively with DEVELOPER during any CEQA 7.6) Review or the preparation of any Environmental Impact Reports. The CITY will work cooperatively with DEVELOPER with respect to (I) any approval requirements related to the DEVELOPER'S construction contractor, architect, engineer, historical rehabilitation team, surveyor or any other of Developer's diligence or design professional, (ii) any zoning, conditional use permits, variance , entitlements , insurance, or construction bonds required by The CITY, (iii) any design Permits and Developer and or other limitations on the Project, (iv) guidelines and Entitlements (Per community assistance which are applicable to the Section 7.5) The CITY rehabilitation or new construction (e.g., signage, setback, build, shadow, specific uses, open space, urban design features of buildings, etc.), (v) and all conditions precedent to the issuance of any building permit, and any and all other governmental permits, consents or authorizations required from The CITY for the development, construction, operation or use of the Project. The CITY will promptly process any approval of any of the foregoing. DEVELOPER will meet and confer with the CITY's Historic Preservation Planner. The CITY's Historic Preservation Planner will cooperate and provide DEVELOPER with Conduct Studies reasonable requirements for the preservation of the historic Regarding Historic DEVELOPER and external features of the building. DEVELOPER agrees to Preservation (Per The CITY consider requests from the CITY's Historic Preservation Section 7.2) Planner to preserve the historic internal features of the building. CITY agrees that DEVELOPER will only be required to preserve the external historic features of the building. The Project implementation schedule for the Project shall Project include without limitation, a concept plan and detailed Implementation scope of development identifying all major activities and and Scope of DEVELOPER required entitlements such as preliminary construction Development (Per drawings, and projected commencement and completion of Section 7.3) construction dates. The Property and improvements thereon will be transferred Cost of Property DEVELOPER and by the CITY to DEVELOPER at no cost to DEVELOPER in and Improvements the CITY accordance with the terms of the Definitive Development (Per Section 7.4) Agreement. The Project Budget will contain (1) details of each type of expenditure and the applicable sources of funds; (ii) funding commitments to be obtained by DEVELOPER for Project Budget (Per DEVELOPER and construction financing, permanent financing, and other Section 7.4) The CITY financing from external sources to assist in financing the Project, (iii) evidence The CITY reasonably requests in order for DEVELOPER to demonstrate that DEVELOPER has sufficient resources to complete the Project. Rehab Team (Per DEVELOPER will be required to identify team with Section 7.2) DEVELOPER experience in historic rehabilitation. DEVELOPER and the CITY will work cooperatively to estimate the parking spaces required for the Project. The CITY will provide DEVELOPER with options to satisfy the estimated Parking (Per Section DEVELOPER and parking needs of the Project, and the CITY will implement 8.2) The CITY the option that Developer selects at no cost to the Developer. DEVELOPER will not be required to conduct any parking studies in connection with the Project. As part of the "Healthy Santa Ana" initiative, The CITY seeks to ensure that the developed Project will be available to both The CITY's and the County of Orange's employees as well as the general public. Developer will present options for Availability of DEVELOPER and ensuring use of facility by government employees and the Facility to Public The CITY general public. The CITY, depending upon the development options and financial analyses of each option, may invest funds in this project to encourage government employee and public participation. The DEVELOPER will conduct outreach to Santa Ana Hiring Percentage residents for hiring and employment purposes. Developer of Santa Ana DEVELOPER will use reasonable efforts to model its outreach pursuant to Residents the Department of Housing and Urban Development Section 3 Program. Time Frame for DEVELOPER and To be determined by the Parties and included as part of Completion The CITY Development Agreement Reimbursement DEVELOPER and DEVELOPER will pay for a portion of costs of The CITY's Agreement The CITY consultant, to be determined by the Parties, Title Review (Per The CITY CITY will inform DEVELOPER of any timing or milestones Se I required by the CITY in order to deliver clear title. Sunshine Ordinance The CITY (Per Section 7.5) The CITY will assist DEVELOPER in complying with the requirements of the CITY's Sunshine Ordinance. Ilo, Rose Ann 6 -,A6 From: Huizar, Maria Sent: Tuesday, May 19, 2015 6:41 PM To: Trujillo, Rose Ann Cc: Mitre - Ramirez, Norma; Orozco, Norma Subject: FW: 25C - AGMT - NEGOTIATING AGMT YMCA and One Broadway Plaza Election Costs FYI From: Sonia Carvalho [ mai Ito: Sonia.Carvalho @bbklaw.com] Sent: Tuesday, May 19, 2015 6:32 PM To: Sandoval, Jose Cc: Reenders, Kelly; Kutner, Scott; Huizar, Maria; Cavazos, David Subject: 25C - AGMT - NEGOTIATING AGMT YMCA and One Broadway Plaza Election Costs Jose, Item 19F on the agenda is to confirm the extension of the ENA. Attached is the link to the ENA that authorizes the city manager to extend the agreement. Please make sure that we prepare an official extension letter for David's signature and make sure that Maria Huizar receives a copy for her files. As we learned from our meeting earlier today, it is important to put in writing decisions made by the city manager so we accurately record them and make them available to others. We should also prepare a letter confirming the decision on the issue of recovering the election costs. Sonia http://santaana.granicus.com/MetaViewer.pl-ip?view id =2 &clip id =98 &meta id =12187 Sonia This email and any files or attachments transmitted with it may contain privileged or otherwise confidential information. If you are not the intended recipient, or believe that you may have received this communication in error, please advise the sender via reply email and immediately delete the email you received.