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17-0831_GANAHL LUMBER COMPANY_Exclusive Negotiation AgreementEXCLUSIVE NEGOTIATION AGREEMENT Lower Rosan Ranch) By and Between the CITY OF SAN JUAN CAPISTRANO and GANAHL LUMBER COMPANY Dated for reference purposes only ANS N , 2017] 61147.80005\29771032.4 EXCLUSIVE NEGOTIATION AGREEMENT Lower Rosan Ranch) This EXCLUSIVE NEGOTIATION AGREEMENT (bower Rosan Ranch) (this Agreement"), dated for purposes of identification only as of Q i/ , 2017 for reference purposes only (the "Date of Agreement"), is hereby entered into by and between the CITY OF SAN JUAN CAPISTRANO, a municipal corporation and general law city, (the "City") and Ganahl Lumber Company (the "Developer"). RECITALS A. The City owns that certain vacant real property consisting of approximately 15 acres generally located within the City on Stonehill Drive between the railroad tracks and San Juan Creek (assessor's parcel numbers: 121-240-76, 121-240-039, 121-240-73, 121-253-13, and 121-253-15) (the "Site"). The Site is more specifically described in the legal description, which is attached hereto as Exhibit A and incorporated herein by this reference. B. The Site was previously owned by the Redevelopment Agency of the City of San Juan Capistrano and was transferred to the City for future development pursuant to the Department of Finance approved Long Range Property Management Plan. The City is currently negotiating a compensation agreement with the affected taxing entities as provided for in California Health and Safety Code Section 34180(f). C. Following the transfer to the City, the City issued a request for proposals on the Site and the Developer was the successful respondent. D. The Developer is interested in developing the Site as a mixed use retail/commercial/restaurant project consisting of a Ganahl Lumber store, a quick serve restaurant, and a car storage and self-storage facility(the"Project"). E. The City and the Developer desire to explore the feasibility of Developer acquiring the Site for the purpose of constructing and operating the Project. F. The City and the Developer (each, a "Party" and jointly, the "Parties") desire to jointly explore the feasibility of the Project and negotiate an agreement or agreements to provide for the disposition of the Site and development of the Project("DDA"). G. The primary purpose of this Agreement is to establish a period during which the Parties shall negotiate the terms of a DDA. NOW,THEREFORE, THE PARTIES AGREE AS FOLLOWS: Section 1. Negotiating Period. The Parties agree to negotiate diligently and in good faith with one another for a period of twenty four (24) months, commencing upon the Effective Date 61147.80005\29771032.4 1 of this Agreement (as hereinafter defined in Section 16) (the "Negotiating Period"), in order to agree upon a mutually acceptable DDA. The Parties, by written agreement of the Developer and the City Manager of the City (the "City Manager"), may extend the Negotiating Period for up to two (2) additional periods of ninety (90) days each. The term "Negotiating Period" as used herein shall include any extensions of such Negotiating Period pursuant to this Section. Section 2. Extension Period. If a DDA acceptable to the Developer and the City Manager is executed and submitted by the Developer within the Negotiating Period, then the term of the Negotiating Period and this Agreement shall automatically be extended for a period of forty-five 45) days from the date of such submittal to enable the City's staff to take and coordinate the actions necessary to bring the DDA before the City Council for consideration, action, and authorization to execute, if such are approved by such entity. Section 3. Deposits. 3.1 Concurrent with the Developer's execution of this Agreement, the Developer shall provide to the City a deposit in the amount of Twenty Five Thousand Dollars 25,000) in immediately available funds ("Initial Deposit")to ensure that the Developer will proceed diligently and in good faith to fulfill its obligations under this Agreement during the Negotiation Period, as part of the consideration for the City's agreement not to negotiate with other persons during the Negotiation Period, and to defray certain costs of the Project and the City in pursuing the contemplated negotiations with the Developer during the Negotiation Period, pursuant to this Agreement. The City shall charge all costs (including staff time, consultant fees and attorney fees associated with review and implementation of this Agreement or preparing the DDA) against the Initial Deposit (and Extension Deposit as provided in 3.2 below, as applicable 3.2 At the termination of this Agreement, any remaining Initial Deposit funds shall, at the Developer's option, either be applied to the purchase price or returned to the Developer. Developer acknowledges that the Initial Deposit (and any Extension Deposit, pursuant to Section 3.2 below) shall be in addition to those fees and expenses required by the City for any permit, other required entitlement or project processing. 3.3 A portion of the Initial Deposit in an amount equal to One Hundred Dollars 100) shall immediately become non-refundable upon Developer's transfer of the Initial Deposit to the City under this Agreement as consideration for the City's agreement not to negotiate with other persons during the Negotiation Period. 3.4 If requested by City, upon each extension of the Negotiation Period, if any, the Developer shall provide to the City an additional deposit of Ten Thousand Dollars 10,000) in immediately available funds on the first day of any extension of the Negotiation Period (each, an "Extension Deposit"). Each Extension Deposit is intended to ensure that the Developer will proceed diligently and in good faith to fulfill its obligations under this Agreement during any extension of the Negotiation Period, as part of the consideration for the City's agreement not to negotiate with other persons during 61147 80005\29771032 4 2 any such extension of the Negotiation Period, and to defray certain costs of the City in pursuing the contemplated negotiations with the Developer during any such extension of the Negotiation Period, pursuant to this Agreement. At the termination of this Agreement, any remaining funds from an Extension Deposit shall be refundable to the Developer as provided in Section 3.2, above. Section 4. Certain Parameters for Negotiations. The following nonexclusive list of items related to the Project shall be the subject of negotiations during the Negotiation Period: 4.1 programmatic concept for the Project; 4.2 site plan for the Project (depicting building locations, elevations, building square footages, parking, access points, landscaped areas, signage, and pedestrian and vehicular circulation); 4.3 marketing/branding plan for the Project, including general tenant categories; 4.4 financing plan for the Project (addressing the proposed methods of construction and permanent financing, and amounts and sources of equity and debt capital); 4.5 scope of development for the Project; 4.6 development schedule for the Project; and 4.7 the amount which the Developer will pay for the acquisition of an interest or interests in the Site (including an appraisal of the Site) and terms and conditions of the conveyance of that interest or interests in the Site to Developer. Section 5. Developer's Submission of Documents for City Review and Comment. Within one hundred twenty (120) days following the Effective Date of this Agreement, the Developer shall submit the following information to the City or its agents: 5.1 programmatic concept; 5.2 site plan; 5.3 marketing/branding plan including general tenant categories; 5.4 project budget; 5.5 a financing plan; 5.6 a scope of development; 5.7 a development schedule; and 5.8 a deal term sheet or draft agreement between the Developer and local San Juan Capistrano automobile dealers to address future car storage on the Site. 61147.80005\29771032 4 3 In the event that the City requests that changes be made, the Developer shall resubmit a revised programmatic concept, site plan, marketing/branding plan including general tenant categories, project budget, financing plan, scope of development and/or development schedule to the City which shall respond to the City's comments on the initial version of each submission. The City shall review and either approve such submissions or return the submissions to the Developer for further revision as soon as practical but in any event within thirty(30) days. The Developer acknowledges and agrees that design and architectural review by the City, its Commissioners, employees and consultants will be required at each stage of the development of the Project and that sketches, plans, and ultimately working drawings, specifications and similar documents will be required to be submitted for review and approval pursuant to the DDA the "City's Design Review"). The Developer further acknowledges and agrees that the selection of building elevations, construction materials, parking layout and landscaping will not be final until approved by City. Section 6. City Evaluation of Developer's Proposal and Drafting of DDA. Upon the City receipt of the last of Developer's submissions as provided in Section 5 hereof, City shall conduct or cause to be conducted an evaluation of Developer's submittals and proposed Project; within forty-five (45) days of the date on which the City receives the last such submittal, City shall elect to either (i) terminate this Agreement in accordance with Section 9.3 hereof, or (ii) continue negotiating hereunder in order to consummate the drafting of a DDA. 6.1 Among other terms the DDA is anticipated to include the following deal points: a) Public benefit to the City; b) Right of Reverter to the City allowing the City to retake ownership of the Site if the Project has not received a certificate of occupancy and is open to the public within twenty-four(24) months of the close of escrow; c) Deed restriction on certain noxious uses; and d) Payment in Lieu of Taxes provision whereby, if the Ganahl Lumber store is not open for business and generating sales tax pursuant to the Bradley-Burns Uniform Local Sales and Use Tax Law (Cal. Rev. &Tax. Code § 7200, et seq.), the Transactions and Use Tax Law (Cal. Rev. & Tax. Code § 7251, et seq. and San Juan Capistrano Municipal Code Section 3- 3.402 )within twenty four(24) months from the close of escrow on the Site as a result of or related to existing deed restrictions on the Property, Developer shall provide to the City a cash payment to replace the sales tax that had been anticipated to be received by the City from the Ganahl Lumber store. Section 7. Environmental Requirements. Certain state and local environmental requirements (including, without limitations, the California Environmental Quality Act, Public Resources Code Sections 21000, et seq.) may be applicable to the proposed Project. Pursuant to such requirements, certain environmental documents may be required to be prepared for the proposed Project. The Developer agrees to cooperate with the City in obtaining information to determine the environmental impact of the proposed Project in order to prepare or cause to be prepared such environmental impact documents, if any, as may need to be completed for the 61147.80005\29771032 4 4 proposed Project (collectively, "CEQA Documentation"). City agrees to cooperate with the Developer to act as lead agency. Section 8. Cooperation. The Parties agree to cooperate with each other in promptly supplying information and analyses relating to the Project. Section 9. Effect of this Agreement; Termination. 9.1 Nature of Agreement. This Agreement is not intended to constitute a binding agreement by the City or the Developer to acquire all or any portion of the Site or to construct the Project, nor is it intended to constitute a binding agreement to enter into a DDA or any other contract. Except as set forth in the DDA, no Party shall be legally bound to consummate the acquisition of the Site or the construction of the Project as outlined herein unless and until a DDA or other contract has been executed and delivered by the Parties. Notwithstanding any other provision hereof, neither the Developer nor the City shall be under any obligation to approve or execute any DDA during or upon conclusion of the Negotiating Period. Any Party may refuse to approve and execute any DDA at its sole and absolute discretion, with or without cause. In the event that a DDA is approved and executed by the Parties, this Agreement shall be superseded by such DDA. 9.2 Exclusive Nature of Negotiations. The Parties intend that certain aspects of the negotiations conducted pursuant to this Agreement be negotiated exclusively between the Parties. Accordingly, during the Negotiating Period, the City shall negotiate exclusively with the Developer with respect to the development of the Project on the Site. 9.3 Termination of this Agreement. Each Party reserves the right to terminate this Agreement, with or without cause, upon ten (10) days prior written notice to the other Party, thereby withdrawing from such negotiations without any liability to the other Party, except that each Party shall be obligated to promptly return to the other Party all information and materials which such Party has received from the other Party pursuant to this Agreement. The Parties, by their respective execution hereof, knowingly agree, notwithstanding anything herein to the contrary, that neither of them shall have any right to specific performance of this Agreement, nor any other equitable or damage remedies under the law. Each Party makes such release with full knowledge of Civil Code Section 1542 and hereby waive any and all rights thereunder to the extent of this release, if such Section 1542 is applicable. Section 1542 of the Civil Code provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." City's initials Developer's initials 61147 80005\29771032.4 5 9.4 Mutual Confidentiality. To the extent permitted by applicable law, the Parties shall maintain all information concerning this Agreement and any pending or subsequent negotiations between the Parties as confidential, disclosing information only to those individuals and representatives as designated by the other Party, provided that such individuals acknowledge and agree to maintain the confidentiality of such information. Developer agrees and acknowledges that the City is a public agency and is subject to the California Public Records Action (Gov. Code 6250 et. seq) (the "Act"). City agrees to inform Developer of any request for information related to this ENA or the Project pursuant to the Act not less than three (3) days prior to release of the information. Developer may seek judicial relief to compel the City to maintain the confidentiality of any information to be released pursuant to the Act. Section 10. Notices. Any notices, requests or approvals given under this Agreement from one Party to another may be personally delivered, transmitted by email, or deposit with the United States Postal Service for mailing, postage prepaid, to the address of the other Party as stated in this paragraph, and shall be deemed to have been given at the time of personal delivery or, if mailed, on the third day following the date of deposit in the course of transmission with the United States Postal Service.Notices shall be sent as follows: If to City: Benjamin Siegel, City Manager City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 E-mail: Bsiegel@sanjuancapistrano.org If to Developer: 4.-A/Gy— Pa¢r)c/L C; . .b I i CZYICc 7.491E. ,$a LL C s fYucfi02.ed q-newi CA- .9280 SSection11. Governing Law. This Agreemeall be governed by the laws of the State of California. Any legal action brought under this Agreement must be instituted in the Superior Court of Orange County, State of California, in an appropriate court in that county, or in the Federal District Court in the Central District of California. Section 12. Attorneys' Fees. If any legal action is brought to enforce, construe, interpret or invalidate the terms of this Agreement, the prevailing party shall be entitled to all costs and expenses incurred in any such action, including court costs and reasonable attorneys' fees, in addition to any other relief to which such party may be entitled. Section 13. Interpretation. This Agreement shall be interpreted as a whole and in accordance with its fair meaning and as if each Party participated equally in its drafting. Captions are for reference only and are not to be used in construing meaning. The recitals are deemed incorporated into this Agreement. Section 14. Real Estate Commissions. Buyer shall be solely responsible for payment of a brokerage commission to CBRE Group, Inc. ("Buyer's Broker"). Buyer's Broker commission shall be paid in accordance with separate written commission instructions from Buyer to Buyer's Broker, but such commissions are earned and due if and only if the transaction closes escrow. 61147.80005\29771032.4 6 Except as otherwise provided in this Section 14, each Party represents and warrants to the other Party that there are no other real estate commission, broker's fees, or finder's fees which may accrue by means of the acquisition of an interest in the Site is due to any person, firm or entity except as set forth above; each Party agrees to indemnify and hold the other Party harmless with respect to any judgement, damages, legal fees, court costs, and any and all liabilities of any nature whatsoever arising from a breach of such representation. Section 15. Amendment of Agreement. No modification, rescission, waiver, release or amendment of any provision of this Agreement shall be made except by a written agreement executed by each of the Parties. Section 16. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties concerning this subject. This Agreement integrates all of the terms and conditions mentioned herein or incidental thereto, and supersedes all prior negotiations, discussions and previous agreements between the Parties concerning all or any part of the subject matter of this Agreement. Section 17. Implementation of Agreement. The City shall maintain authority to implement this Agreement through the City Manager. The City Manager shall have the authority to issue interpretations, waive provisions, and/or enter into certain amendments of this Agreement on behalf of the City so long as such actions do not materially or substantially change the uses or development contemplated hereunder, or add to the costs incurred or to be incurred by the City as specified herein, and such interpretations, waivers and/or amendments may include extensions of time to perform. All other materials and/or substantive interpretations, waivers, or amendments shall require the consideration, action and written consent of the City Council. Section 18. Limitation on Damages and Remedies. THE DEVELOPER AND THE CITY ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY THE DEVELOPER UPON THE BREACH OF THIS AGREEMENT BY THE CITY. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE DEVELOPER WOULD SUFFER UPON THE BREACH OF THIS AGREEMENT BY THE CITY, THE DEVELOPER AND THE CITY AGREE THAT A REASONABLE ESTIMATE OF THE DEVELOPER'S DAMAGES IN SUCH EVENT IS TEN THOUSAND DOLLARS ($10,000) (THE LIQUIDATED DAMAGES AMOUNT"). THEREFORE, UPON THE BREACH OF THIS AGREEMENT BY THE CITY, THE CITY SHALL PAY THE LIQUIDATED DAMAGES AMOUNT TO THE DEVELOPER AND THIS AGREEMENT SHALL TERMINATE. RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE THE DEVELOPER'S SOLE AND EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY. 61147.80005\29771032.4 7 Initials of Authorized Initials of Authorized Representative of City Representative of Developer THE CITY AND THE DEVELOPER EACH ACKNOWLEDGE AND AGREE THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT, IF IT WERE TO BE LIABLE TO THE DEVELOPER FOR ANY MONETARY DAMAGES, MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT. ACCORDINGLY, THE CITY AND THE DEVELOPER AGREE THAT THE DEVELOPER'S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH OF THIS AGREEMENT BY THE CITY IS TO TERMINATE THIS AGREEMENT AND RECEIVE THE LIQUIDATED DAMAGES AMOUNT. THE DEVELOPER ACKNOWLEDGES THAT IT IS AWARE OF THE MEANING AND LEGAL EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING, IT IS THE INTENTION OF THE DEVELOPER TO BE BOUND BY THE LIMITATION ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 18, AND THE DEVELOPER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE CITY FOR MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR EQUITABLE RELIEF RELATED TO ANY BREACH OF THIS AGREEMENT, EXCEPT RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. THE DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL OTHER STATUTES AND JUDICIAL DECISIONS (WHETHER STATE OR FEDERAL) OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 18. 1-- el-- Initials of Authorized Initials of Authorized Representative of City Representative of Developer 61147 80005\29771032 4 8 Section 19. Effective Date of this Agreement. This Agreement shall take effect immediately upon the full execution of this Agreement by both the City and Developer(the -Effective Date"). The remainder of the page intentionally left blank) 61147 80005\29771032 4 9 IN WITNESS WHEREOF,THE PARTIES HAVE EXECUTED THIS EXCLUSIVE NEGOTIATION AGREEMENT (LOWER ROSAN RANCH) ON THE RESPECTIVE DATES SET FORTH BELOW. CITY" SAN JUAN CAPISTRANO CITY, a municipal corporation and ge ral law city Dated: Alit • City Manager ATTEST: CITY CLERK l By: fee A t IA MORR City Clerk APPROVED AS TO FORM: CITY ATTORNEY By: ."7 j J d JE BALLINGER, ity Attorney DEVELOPER" ByA Dated: A' • 31, 2017 61147 80005\29771032 4 10 EXHIBIT A LEGAL DESCRIPTION to be attached) 61147.80005\29771032.4 11 A,L,T,A,/ ,\'.S.P. S. 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