20-0407_JAMBOREE HOUSING CORPORATION_Agenda Report_F1aCity of San Juan Capistrano
Agenda Report
TO: Honorable Mayor and Members of the City Council
FROM: Benjamin Siegel, City Manager
SUBMITTED BY: Joel Rojas, Development Services Director
PREPARED BY: Laura Stokes, Housing Supervisor / Associate Planner
DATE: April 7, 2020
SUBJECT: Exclusive Negotiation Agreement Between the City of San Juan
Capistrano and Jamboree Housing Corporation for Potential
Development of an Affordable Housing and City Hall Project at the
City-owned Property Located at 32400 Paseo Adelanto (Portion of
Assessor Parcel Number 668-101-23)
RECOMMENDATION:
Approve and authorize the City Manager to execute an Exclusive Negotiation Agreement
(“ENA”) with Jamboree Housing Corporation, substantially in the form attached, for the
potential development of an affordable housing project and City Hall facility on a 2.5-acre
portion of City-owned property.
EXECUTIVE SUMMARY:
In 2016, the City Council changed the zoning and General Plan Land Use Designation of
2.5 acres of the 5.7-acre City Hall property from Commercial Manufacturing and Quasi-
Industrial to Very High Density Residential (Attachment 1). The purpose of this change
was to accommodate additional housing units to meet the City’s Regional Housing Needs
Assessment (RHNA) of 638 housing units for the 2013-2021 planning period.
Subsequently, in 2017, the City Council amended the City’s General Plan Housing
Element to identify the 2.5-acre City Hall property as an affordable housing site capable
of accommodating up to 61 affordable housing units. Since that time, staff has been
contacted by several affordable housing developers that have expressed an interest in
the site. After reviewing various concept proposals with different approaches to product
type and relocation of City Hall, staff is recommending that the City Council enter into an
Exclusive Negotiation Agreement (ENA) with Jamboree Housing Corporation (Jamboree)
4/7/2020
F1a
City Council Agenda Report
April 7, 2020
Page 2 of 6
to explore the feasibility of developing the site with up to 40 units of permanent supportive
affordable housing, integrated with a new City Hall facility (Attachment 2). The proposed
ENA would establish a six-month period for the City and Jamboree to assess the viability
of this innovative concept, conduct outreach with neighbors and the community and, if
warranted, negotiate the key terms of a Disposition and Development Agreement.
Approval of the ENA would not bind the City in any way to a specific project or future sale
of the property to Jamboree.
DISCUSSION/ANALYSIS:
Pursuant to state law, the Southern California Association of Governments (SCAG) is
responsible for developing the Regional Housing Needs Assessment (RHNA) for the six-
county SCAG region. Taking into account population projections and economic forecasts,
SCAG calculates the future housing need for every city and county within its jurisdiction
for a specified eight-year planning period. The calculated RHNA represents the existing
and future housing need of different income groups in each city. Below is the City of San
Juan Capistrano’s RHNA calculated by SCAG in 2012 for the current eight-year planning
period of October 2013 through October 2021:
RHNA 2013-2021
Income Group Percentage of
County Area
Median Income
Family of Four Income
Categories (2018)
2013 Total
Housing Units
Allocated
Percentage of
Units
Extremely/Very Low 0-50% $0-$54,650 147 23%
Low 51-80% $54,651-$87,450 104 16%
Moderate 81%-120% $87,450-$111,250 120 19%
Above Moderate 120%+ $111,251 + 267 42%
Total 638 100%
City’s Housing Element
State law requires that each city plan for the existing and future housing need identified
in its RHNA allocation. This is done through the Housing Element of a city’s General Plan.
Once a city receives its RHNA allocation from SCAG, it must amend its Housing Element
to demonstrate that the projected housing needs identified in its RHNA can be
accommodated for all income groups.
In order to accommodate San Juan Capistrano’s RHNA allocation, the City Council
amended the City’s Housing Element in 2014 and 2017 to identify a list of sites where the
City’s RHNA allocation (638 housing units) could be built (Attachment 3). The list includes
four sites that could accommodate the 371 “affordable” housing units designated for Very
Low, Low, and Moderate income groups. As part of this effort, the City Council approved
General Plan Amendments and Rezones to allow very high density residential
development on the following three sites: Ventanas (which is proposed to be developed
City Council Agenda Report
April 7, 2020
Page 3 of 6
with a 132-unit market rate residential project referred to as Tirador), the Groves (which
was approved by the City Council and anticipated to be developed this year with a 75-
unit senior affordable housing project), and a 2.5 acre portion of the current City Hall site.
The City Hall Site
The City Hall site is a 2.5-acre portion of the larger 5.7-acre City-owned property that was
acquired by the City in the mid 1960s. The 2.5-acre site is bounded by Trabuco Creek on
the west, railroad tracks on the east, the Groundwater Recovery Plant and Descanso
Park on the south, and private office/industrial buildings to the north. Across Trabuco
Creek from the site is a mobile home park, and across the railroad tracks from the site is
a commercial center.
City Hall itself has been considered a temporary facility on the site for the past thirty years,
and there have been various efforts to identify a suitable site in the community to allow
for relocation of City Hall. In 2016, the City Council changed the zoning and General Plan
Land Use Designation of the 2.5-acre site to Very High Density Residential and identified
the site in the City’s Housing Element as being able to accommodate 61 affordable
housing units. Since that time, staff has had informal conversations with affordable
housing developers regarding potential development of an affordable housing project on
the site. However, one of the primary challenges in developing the site with affordable
housing has been finding an alternative location for City Hall that would meet the City’s
needs and be financially viable.
Jamboree’s Proposal
Jamboree is a full-service real estate development company with more than 30 years of
experience, specializing in the construction, acquisition, and management of affordable
housing for lower income households. Jamboree has developed, managed, and
maintained ownership of over 9,000 residential units for lower income families and seniors
throughout California.
Jamboree has evaluated the 2.5-acre City Hall site and is proposing to construct a three-
story, 40-unit affordable housing development project that would include a new City Hall
facility. Based on preliminary design concepts submitted by Jamboree (Attachment 4), a
15,000 square foot two-story City Hall building could be constructed in the general
location of the current City Hall, with a three-story affordable housing component located
behind the new City Hall. The affordable housing component would involve two levels of
residential units above a garage level, as well as residential amenities such a courtyard
and community garden. The preliminary proposal would provide a total of 144 parking
spaces (there are currently 119 parking spaces on site) and maintain access to the
Groundwater Recovery Plant, public works yard, and police services building. The 40
residential units are proposed as permanent supportive housing for very low income
households (earning below 50% of the county’s median income, or less than $59,350),
and one on-site manager. The permanent supportive housing units would be occupied by
City Council Agenda Report
April 7, 2020
Page 4 of 6
individuals identified by the County of Orange and Jamboree as previously being
homeless or at risk of becoming homeless, and who have a high likelihood of success in
long term housing. The tenants of permanent supportive housing would also receive 24/7
support services through Jamboree management and County social services staff with
offices onsite. Additionally, Jamboree has informed the City that tenant selection for the
proposed development could include a “local preference” so that San Juan Capistrano
residents have a higher priority for vacancies.
Based on Jamboree’s preliminary financial analysis, the project would cost roughly $23
million to construct. Jamboree provided the City with their anticipated financing structure,
which includes approximately $12.3 million from state tax credits and $5.1 million as a
permanent loan from a third-party lender that is to be determined. This financing structure
results in an anticipated $5.6 million gap in financing, which Jamboree proposes to cover
using the City’s available housing funds. The City currently has approximately $5.9 million
of unencumbered Successor Agency housing bond monies, which can only be spent on
the provision of affordable housing in the community. Furthermore, the City would be
providing the land for the project at a low cost to the developer, through a long term lease.
Proposed Exclusive Negotiation Agreement
The City Attorney’s office has drafted an ENA that has been reviewed and approved by
Jamboree. The proposed ENA provides that the City and Jamboree would negotiate
diligently and in good faith toward the goal of producing a mutually acceptable Disposition
and Development Agreement (DDA). The proposed ENA includes the parameters for
negotiations such as funding amounts and rates for a 99-year lease, a $25,000 deposit
from Jamboree to cover staff and legal costs, term of the agreement, milestone schedule,
City and Jamboree obligations, and a provision requiring Jamboree to fund a third party
consultant to conduct an independent review of the City Hall component’s design and
cost in order to assess feasibility.
Staff recommends that the City Council enter into an ENA with Jamboree due to the
quality of similar Jamboree developments throughout the region, the proposed product
and financing structure, and the 180-day schedule proposed by Jamboree’s development
team. The City is in a unique position to advance its housing goals as there is available
land, sufficient funding, and a highly qualified developer. Furthermore, timely construction
of the proposed project and inclusion of forty units for very low income households would
assist the City in meeting its RHNA.
With that said, an action by the City Council to enter into an ENA should not be interpreted
as an intent to approve such a housing project. Entering into the proposed ENA would
allow staff and Jamboree to explore the feasibility of this project concept, conduct
meetings with neighboring property owners, tenants and interested community members,
and negotiate a DDA, which would then have to be approved by the City Council. If and
when a DDA is approved by the City Council, Jamboree would then file the appropriate
development applications which would undergo review for compliance with the California
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April 7, 2020
Page 5 of 6
Environmental Quality Act (CEQA) as well as review by the Design Review Committee,
Cultural Heritage Commission and Planning Commission.
FISCAL IMPACT:
Approval of the ENA would have no fiscal impact to the City. All expenses during the term
of this ENA for consultants and other professional planning/engineering services, as well
as any costs associated with CEQA documentation, would be the sole responsibility of
the applicant. Jamboree would also provide a $25,000 deposit to cover initial staff and
City Attorney costs.
ENVIRONMENTAL REVIEW:
In accordance with the California Environmental Quality Act (CEQA) the recommended
action is exempt from CEQA per Section 15061(b)(3), the general rule that CEQA applies
only to projects which have the potential for causing a significant effect on the
environment. Where it can be seen with certainty that there is no possibility that the
activity in question may have a significant effect on the environment, the activity is not
subject to CEQA. Should the development project move forward for discretionary actions,
the appropriate documentation will be provided consistent with CEQA Guidelines.
PRIOR CITY COUNCIL REVIEW:
On May 3, 2016, the City Council changed the zoning and General Plan Land Use
Designation of a 2.5-acre portion of the City Hall site from Commercial Manufacturing and
Quasi-Industrial to Very High Density residential, and identified the site in the City’s
Housing Element as being able to accommodate 61 affordable housing units.
COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS:
Not Applicable.
NOTIFICATION:
• Jamboree Housing • C&C Development Co., LLC
• Milestone Housing Group • Meta Housing Corporation
• Alipaz Community HOA • San Juan Mobile Estates HOA
• Spaulding Properties • Millennium Housing
• Plaza Del Rio c/o Westwood Financial
Corp.
• Griffin Structures, Dustin Alamo
ATTACHMENT:
Attachment 1 – Site Map
Attachment 2 – Exclusive Negotiation Agreement
Attachment 3 – Housing Opportunity Sites
City Council Agenda Report
April 7, 2020
Page 6 of 6
Attachment 4 – Jamboree Proposed Site Plan & Elevations
Page 1 ATTACHMENT 1
City Hall Site Maps
Aerials:
Page 2
City Hall Zoning:
Page 3
City Hall General Plan Land Use:
:
ATTACHMENT 21
THE CITY OF S AN JUAN CAPISTRANO
EXCLUSIVE NEGOTIATION AGREEMENT
(Cit y Hall Site)
THIS EXCLUSIVE NEGOTIAT IO N AGREEMENT ("Agreement") is da ted as of March ,
2020, for reference pu rp oses on ly, a nd is e ntered into by and between the C it y of San Juan Capistra no, a
public body corporate and politic ("Cit y") and Jamboree Hous ing Corporatio n, a Ca l ifo rn ia nonprofit
publi c benefit corporation ("Developer"), to provide a specified pe r iod of time to attem pt to negotiate a
dispos iti on and d evelopment agreement. T he C ity and the Deve lo per are somet imes refen-ed to in this
Agreement indi v idu ally, as a "Pa r ty" and, collectively, as the "Part ies." T his Agreement is ente red into
by the Parties with reference to the following recited facts (each, a "Recital"):
RECITALS
A. The C ity is t he owne r of that certai n real property located at 32400 Paseo Ade la nto, Sa n
J ua n Capistra no , Ca l ifo rn ia (A PN 668-101-23) and more specifi call y described i n Exh ibit A ('·Property");
and
B. The City has an interest 111 developing the Property and has accepted development
proposa ls fr om interested deve lope rs; and
C. The Developer has proposed the re devel opment of the P roperty t o creat e affo rda ble
hous ing un its and a new City Ha ll , as genera ll y depicted in the conceptual site plan attached to th is
Agreement as Ex hi b it "B" and incorporated into t his Agreement by this reference ("Proj ect"); and
D. T he intent of bo th the City and the Developer in entering into th is Agreement is to
estab l ish a specific, limi ted period of time to negoti ate re garding a future agreement between them
g overn in g the pot ential ground lease of the Property and development of t he Project on the Property, all
s ubject to mutuall y agreeable terms, conditions, covenants, rest ri ctions and agreements to be negotiated
and documented in a future dispos ition and development agre e me nt ("DDA ").
N O W, TH E REFO RE, IN VIEW OF T HE GOALS AND OBJECTIVES OF T HE PART IES
RELAT ING TO TH E PROJECT AND THE COVEN ANTS AND PROM ISES OF THE C IT Y AN D
T H E D EVELOPER SET FORTH IN TH IS AGREEMENT, AND FOR GOOD AND VALUABLE
CONS IDERATION, THE SUFFICIENCY AN D RECEIPT OF WHICH A R E HERE BY
ACKNOWLEDG ED BY THE PART IES. THE C ITY AND THE D EVEL OPER AGREE, AS
FOLLOWS:
I . I ncorporation of Reci tals. T he Recitals of fact set forth above are true and correct and
are incorporated in to this A g reement, in th e ir ent irety, by t h is refere nce.
2. Depos its.
(a) Concun-ent w ith th e Developer's execution of th is Agreement, t he De ve loper
s hall pay to the C ity a d e pos it in th e amount of Twenty-Five Thousand Dollars ($25 ,000) in immediate ly
avail a ble fund s ("In it ial Deposit ") to ensure t hat the Developer will proceed di ligent ly a nd in good fa ith to
fulfill its obl igations under this Agreement during the Negotiatio n Per iod (as defined i n Section 3(a)), as
part of the considerat ion fo r th e C ity's agree ment no t to negot iate with other persons d u ring t he
Negoti ation Period , and to defray certain costs of the City in purs uing the contemplated negotiations with
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t he Developer during the Negotiat ion Period, pursuant to th is Agreement. The City shall charge all th ird
party costs (including reasonable consu lt ant fee s and attomey fees associated w ith review a nd
impl ementation of th is Agreement o r preparin g t he DDA ) against the Initial Deposit (and Ex tens ion
Deposit pursuant to Section 2(b) below, as app licable). At the termination of thi s Agreement, any
remain ing funds s ha ll , at the Developer's option, either be appl ie d to the g round lease payme nt o r
re turned to the Deve lo per. Deve lo per acknow ledges that th e In itial Deposit (an d any Extension De posit,
pursuant to Section 2(b) below) s hall be in add it ion to those fees and expenses requi red by th e C ity fo r
any permit, othe r required entitlement o r proj ect processing. A portion of the In it ial Deposit in an amount
eq ua l to One Hu ndred Do ll a rs ($ IOO) s ha ll immediate l y become non -refundable u pon Developer's
transfer of the Initi al D eposit to t he Ci ty u nde r th is Agreement as consideration for the C ity's agreement
not to negoti a te w ith othe r persons du rin g t he Negotiation Period.
(b) Upon each exte ns ion of the Negot iat ion Period occurri ng pursuant t o t he
provisions of Section J(b), if any, the Deve loper shall prov ide to the City an additional deposit of Ten
Thousand Dollars ($10,000) i n imm ed iate ly availabl e f unds on the first day of any extensio n of the
Negotiation Period occur ri ng pu rs uan t to the provisions of Section J(b) (each, an "Extension Deposit").
Each Extens ion Deposit is inte nded to e nsure that the Developer will proceed diligently and in good faith
to f ulfill its obligatio ns und er thi s Agreeme nt dur in g any exten s io n of t he Negotiation Period, as pa1t of
th e cons ide ration fo r the Ci ty's agreement not t o negotiate with other person s during any such extens ion
of the Negotiation Period , a nd to defray certain costs of the C ity in purs uing the contemplated
negotiations wi th the Develope r during any s uc h extension of the Negotiation Period, purs uant to this
Agreement. At th e termi nation of t hi s Agreement, a ny re ma in ing fu nds from an Extension Deposit shall
be refundable to th e Developer as provided in Section 2(a), a bove.
3. Term of Agreement.
(a) The ri gh t s and dut ies of the City and the Develo per estab li shed by th is
Agreement s ha ll com mence on the fir st date o n w hi ch a ll of the fo llowing have occurred (the "Effective
Date"): (I) execution of t hi s Agreement by the authorized representative(s) of the Developer and deli very
of s uch executed Agreement to th e C ity, (2) pay ment of the Ini tial Depos it to the City by the Deve loper,
in accordance with Sectio n 2(a), (3) a p prova l of thi s Agreement by the City govern ing body and
execution of this Agree ment by the authorized representati ve(s) of the City and ( 4 ) deli very of such fu lly
executed Agreement to the Developer, the exact date of whic h s hall be m utu a ll y agreed t o by the Parti es
promptly afte r Develo per's rece ipt of the f u ll y executed Agreemen t from the Ci ty as evidenced in writ ing
s igned by thei r respect ive authorized representatives . The City shall deliver a fully executed counterpart
ori gi nal of this Agreement to the D eve loper, wit hin t en (I 0) calendar days following the C ity govern ing
body's a pproval of th is Agreement, if approved, and the execution of t h is Agreement by the authorized
representative(s) of the City. This Agreement s hall contin ue in effect for the period of one hundred eighty
(180) consec ut ive calendar days imme diatel y fo llowing the Effective Date ("Negotiation Period"), su bject
to t he limi tati ons of Sections 3(b).
(b) The Negotiat io n Pe ri od may be exte nd ed upon th e m utual written agreement of
the C ity's C ity Manage r a nd the Developer fo r no more than two (2) add itio nal consecutive N in ety (90)
calendar day periods. Notwithstanding t he immediately preced ing sentence or any other pa1t of this
Agreeme nt, in no eve nt s ha ll t he Negotiati o n Pe riod exceed o ne (I) year fro m the Effective Date.
( c) Thi s Agre ement shall automatically expire and be of no further force or effect at
th e e nd of t he Negotiat ion Pe ri od (i nc luding a ny extension o f the Negotiation Pe riod i n accordance wi th
Section 3(b)), un less, prior to th at time, both the City and the Developer approve and execute a DDA
acceptabl e to both the C ity and the Developer, in their respective so le and absolute discretion, in wh ich
case this Agreement w ill te rm inate on th e effective date of s uch DDA.
61147.00000\32768524.9
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4. O bli gatio ns of Develope r. During t he Negotiatio n Period, and pursuant to the attached
Milestone S c hedul e (Exhibit C), Deve loper shall proceed dil igent ly a nd in good fai th to develop and
present to City staff and, s ubsequentl y, to the City governing body, for review, all of the following:
(a) A proposed comp lete conceptual development p lan for the Proj ect on the
Property that describes and depicts : (I) the location and placement of proposed b u i I dings a nd (2) the
architecture and elevations of the proposed bu il d in gs;
(b) Any zoning change o r General Plan amendment th at is necessary to
accommodate the Project on the Prope1ty;
(c) A schedule of anticipated lease rates a nd uni t mix for the Property.
(d) A proposed t ime schedule and cost estimates for th e development of the Proj e ct
on the Property;
(e) A proposed financing plan id e ntifying fina ncing sources for a ll priva te a nd public
improvements proposed for the Project; and
(t) A preliminary financial analysis demonstrating the costs and benefits to the C ity
regarding all construction, mai ntenance and operations of a ll proposed pub li c improvements, the costs of
additional or inc reased levels of public se rv ices and any new public revenue s anticipated to be generated
by th e Project.
5. Negotiation of DDA.
(a) During the Negotiation Period, the Ci ty and the Developer shall proceed
diligently and in good faith to negotiate a DDA between them. The City and th e Developer shall
generally cooperate w it h each other and su pp ly such avai lab le document s and information as may be
reasonably requested by th e other to facilitate the conduct of the nego tiatio ns . Both the C ity and the
Developer shall exercise commerciall y reasonab le efforts to complete discuss ions relating t o t he terms
and cond ition s of a DDA and s uch other matters, as may be mut ua ll y acceptable to both the City and t he
Developer, in their res pective sole di screti o n . The exact terms and conditions of a DDA, if any, shall be
det e r m ined duri ng the cou rse of t hese negotia t ion s . Noth ing in this Agreement shal l be interpreted o r
construed to be a representation or agreement by either the City or the Developer th at a mutually
acceptable DDA will be produced from negotiations under thi s Agreement. Nothing in thi s Agreement
s hall impose any obligation on e ither Party to agree to a definitive DDA i n t he future. Noth ing i n this
Agreement shall be interpreted or construed to be a g uaranty, warranty o r representation that any
proposed DDA t hat may be negotiated by City s taff and the Developer w ill be approved by t he City
g overning body. The Developer acknowledges and agrees that the City's consideration of a ny DDA is
s ubject to the sole a nd absolute discretio n of the City governing bod y and all legally requ ired pub li c
hearings, publ ic mee t i ngs , notices, factua l find in gs and other determ inations required by law.
(b) Based o n Deve loper's proposal, the Parties have come to a te ntati ve agreement
on the following terms, subject to f uture negotiation during t he Negotiation Perio d:
(i) The Deve loper s ha ll lease the Property from the City for n inety-nine (99)
years .
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(ii) The Deve loper s hall pay for Griffin Structures to conduct an independent
review of the San Juan Capis tran o C ity Hall component 's design and cost.
6. Restrictions Against Change in Ownership, Management and Contr ol o f Developer
a nd Assig nm e nt of Ag reement.
(a) The qualifications and id e ntity of the Deve loper and its principals a re of
particular concern to the C ity. It is because of these qualifications and identity that t he City has entered
into th is Agreement with t he Deve loper. Duri ng the Negotiation Period, no vo l untary or involuntary
successor-i n -in terest of the Developer shall acquire any rights or powers under this Agreement, except as
provided in Section 6(c).
(b) The Developer shall promptly notify the City in writing of any and all changes
whatsoever in the identity of the business entities or individuals either comprising or in Control (as
defined in Section 6(d)) of the Developer, as well as any and a ll changes in the interest or the degree of
Control of the Developer by any s uch person, of which informatio n the Developer or any of its
shareho ld ers, partners, members, directors, managers or officers are notified or may otherwise have
knowledge o r information. Upon the occun-ence of any signifi cant or material change, whether volun tary
or invo lun tary, in ownersh ip , management or Control of the Developer (other t han such c hanges
occasioned by the death or incapac ity of any indi vidual) that tws not been approved by the City, prior to
the time of such change, the City may terminate this Agreement, without liabili ty to the Developer o r any
other person and refund a ny remaining d epos it funds provided by the Developer to the pursuant to Section
2(a), above, by sending written notice of termination to the Develo per, referencing t h is Section 6(b).
(c) Notwith standing a nythi ng in thi s Agreement to the contrary, the Developer may
assign ib ri ghrs under this Agreement to an Affiliate (as defined in Sect ion 6(d)), such as a s ingle pu rpose
LLC, on the condition that such Affiliate expressly assumes all of the obligations of the Developer under
this Agreement in a writi ng reasonably satisfactory to the City, a nd further provided that Developer shall,
at a ll times, cont ro l any such Affiliat e a nd be responsib le and obl igated directl y to the C ity for
performance of the Developer's obligations unde r this Agreement.
(d) For the pu r poses of thi s Agreement, the term "Affiliate " means a ny person,
directly or indirectl y, controlling o r controlled by or under common control wit h the Developer, whether
by direct or indirect owners hip of eq ui ty interests, by contract, or otherwise. For the purposes of this
agreement, "Control " means possession, d irectl y or indirectl y, of the power to d irect or cause the
direction of the management and policies of an entity, whether by ownersh i p of equity in tere s ts, by
contract , or otherwise.
7. Obligations to Review Draft Agreements and Attend Meetings.
(a) During the Negotiation Period, each Pa11y s hall d il igently review and comment
o n draft versions of a ODA provided by t he other Paity and, if the terms a nd conditions of such a ODA
are agreed upon between City staff and the Develop e r , the Developer shall submit the ODA fully
executed by the authorized representative(s) of the Developer to t he C ity Manager for submi ss ion to the
C ity governing body for review and a pproval or disapproval. Any future ODA shall consist of terms and
conditions acceptable to both the Developer and the C ity governing body, in their respective sole and
absolute disc retio n .
(b) During th e Negotiat ion Period , the Developer shal l al so keep City staff advi sed
o n the progress of the Developer in performing its obligations under thi s Agreement, on a regular ba sis or
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as requ es ted by City s taff, inc ludin g, w ithout limitation, havi ng one or more of the Developer's
emp loyees or consultants who are kno w ledgeable rega rding thi s Agree ment, t he design an d planning of
t he Project and the progre ss of negot iatio n of a D DA, suc h t hat s uc h person(s) can mea n ingfull y respond
to C ity a nd /or City staff question s re ga rdi ng th e prog ress of the desig n and pla nn ing of the Project or the
negot iation of a DDA , attend both : (I) per iodic meetings with C ity staff, as reas onabl y schedu led and
requested by City s taff du ri ng the Negot iat ion Period , w hi ch may be he ld te le phonically , and (2) meetin gs
of the City governing bod y, when reasona bl y requested to do so by City s taff.
8. Develope r t o Pay All Co s t s and Expen ses. A ll fee s or expenses of engi neers,
arch itects, financia l cons ultants, legal, planning o r othe r consu ltants or con tractors, retained by t he
Deve loper fo r any s tudy, a na lys is, evaluation, report , schedu le, estimate, environmental rev iew, pl a nning
a nd/or d esign ac t iv ities, d rawi ngs , s pecifications or ot her activity or ma tt er relating to the Property o r the
P roject or negot ia tio n o f a DOA that may be undertaken by the Developer during the Negotiation Period ,
purs uant to or in reli a nce upon thi s Agreement or in the Developer's d iscre t ion , rega rding any matter
re lati ng to a ODA, the P rop e rty o r t he Project, sha ll be the so le res pons ibi lity of a nd unde1taken at t he
so le cost a nd expense of t he De veloper and no s uc h activi ty or matter shall be dee med to be unde1taken
for the benefit of, at the expense of or in reli ance upon the City. T he Deve lo per shal l a lso pay a ll fees ,
c harges and co st s, make a l I depos its a nd prov ide a ll bo nds or othe r securi ty associated w it h the
s ubm iss ion to and process ing by th e City and/or the City of any a nd a ll app lications and o t her docume nts
and informat ion to be s ubmitted to the City a nd /or the City by th e Deve loper pursuant to thi s Agreement
or othe r w ise assoc iated w ith the Proj ec t. T he C ity s hall not be obligated to pay or re imbu rse an y
expenses, fees, charges o r costs inc urred by the Developer in purs u it of a ny st ud y, anal ysis, evaluation,
report, sc hedule, estimate, environmental rev iew, plan ning and/or design activities, dra w ings,
s pecifications or othe r activity or matte r re lat ing to t he Pro perty o r the Project o r negot iation of a DOA
that may be undertaken by the Deve lop er d uring the Negotiation Period , w het her or not th is Agreement is,
eve ntuall y, terminated or exte nded o r a O D A is entered into be tween the C ity and the Developer, in th e
future .
9. C ity Not t o Neg oti a te With Others. D urin g the N egotiation Period, the C it y
a nd C ity s t a ff s h a ll no t negotiate w it h any o ther per son regard ing the s a le, lease or
redevelopm e nt of the P roperty. T h e term "negotiate," a s used in thi s Agreement, means and
refers to e ngagi n g in an y di s c u ss ions w ith a p e r son other t han the Developer, regardless of how
initiated , w ith respect to the a vai lab ility of t h e Property o r t hat person's redevelopm ent of the
Property, w it h o u t t he Deve loper's prior w ri tten consen t. Developer acknow ledges that City may
rece ive a nd retain unso l icited offers regard ing redeve lo pme n t of the P roperty, but sha ll not
e n t e tta in a n y offer o r n egot ia t e w it h t he p ro ponent of any s u c h o ffe r dur ing the N egotiation
Period; prov ided , however, t hat the City may not ify such p ropo nent that it is a part y to th is
A g reement. Developer acknowledges t hat the City is a pu b lic agency a nd s ubject to t he
p rovis ions o f the Ca liforn ia P u b l ic Records A ct, Govern ment C o de Section 6254, et. s eq. (the
"Act"). The City s hall use it s bes t efforts to infor m D evelop er of any request for information
rece ived p urs ua n t to th e Act. If Deve lo pe r beli eves the in fo r matio n requested is confi d ential,
Deve loper m ay p u rs uant a court order preventi ng t he releas e of t he requested infor mation.
I 0. A cknowledg ments a nd R eservations .
(a) The City and th e Develope r agree that , if this Agreement expires or is term inated
for a ny reaso n, or a future DOA is not a pproved and executed by both t he City and the Developer, for any
reason, neither the City nor th e D eve loper s ha l I be und e r a ny ob li gation, nor have any li abi lity to each
oth er or a ny other person regarding t he sa le, lease or other disposition of the Property or the
6114 7.00000132768524 .9
6
redevelopme nt of the P roject o r the Pro perty; p rov id e d , however, that in th e event th is Agreement
term in ates, the City s hall return to the Develope r w ithin ten (I 0) bus in ess days of such te rmination any
and all deposits due to be refunded purs uant to Secti on 2(a) of thi s Agreement.
(b) The Developer acknowled ges and ag rees that no provision of thi s Agreement
sha ll be deemed to be an offer by the City, no r an acceptance by t he Ci ty of an y offer or pro posal fr om the
Deve loper for th e City t o con vey a ny estate or inte rest in the Property to the Developer o r fo r t he Ci ty to
pro vide any finan c ial or other ass istance to the Developer for red evelopment of t he Project o r the
Property .
(c) T he Developer acknowledges and agrees that the Developer has not acquired, nor
wi l l acqui re, by v irtu e of th e ter ms of th is Agreement, a ny legal or equitable inte rest in real or perso nal
pro pett y fr om the C ity .
(d) Certa in deve lopm ent stan dard s and des ign contro ls for the Project may be
establ is h ed bet wee n the D evelope r and the C ity, but it is understood and agreed between the City
a n d the Developer that the Project and the redeve lo pment of the Property mu s t co nfo rm to all
C ity a n d o ther applicab le governmen t a l deve lopment , land u se and architectural reg ulat io n s and
standard s. Draw ings, plans and s p ec ificatio n s fo r the Proj ect s h a ll be s ubj ect to t he approval of
the City t h rough the sta ndard developm e nt applicatio n process for projects of thi s nature.
Noth ing in th is Agreement s h a ll be considered approva l of a n y plans o r s pecificat ions fo r the
Proj e ct or of the Project itse lf b y the City.
(e) The Patti es agree and acknowledge that the City w i ll coo perate with
Deve loper in the develop men t of any plan s for th e Projec t by us ing its best efforts to provide any
information in its possess ion or control that would customarily be furn ished to pe rsons req uesting
informatio n fro m th e City concern in g thei r respective goals, matters of a s imilar na tu re relating to
develo pm e nt pla n s o r as required by law to be di s closed, upon request or ot herwise.
(t) T he C it y reserves the right to reasonably obtain furthe r available info r mat ion and
data to ascertain the ab ility and capacit y of th e Developer to acq uire or lease, de ve lop and operate the
Property a nd /or the Project. The Developer acknowledges that it may be requested to make certai n
fi nancial di sc losur es to the C ity, its staff, lega l counsel or other cons u ltant s, as part of the financi al due
diligence investigations of t he C ity relating to the potential lease of the Property and redevelopment of the
Project o n the Pro perty by the Deve lo per and that any s uch di sclos ur es may become publ ic records . The
C ity sha ll mainta in the confi de nt ia lit y of financi a l in fo rm at ion of the Developer to th e extent a ll owed by
law, as determi ned by t he C ity Attorn ey .
1 1. Nondiscrimin ation . The Deve loper sha ll not di scrim inate against nor segregate any
per son , or gro up of persons on account of race, co lo r, creed, reli gion, sex, marital status, handicap,
national o rig in or a ncestry in undertaking its obligations under this Agreeme nt.
12 . C ity B reach -Li m itation on Da m ages and Remedies.
(a) TH E DEV ELOP E R AND THE C ITY ACKNOWLE DG E T HA T IT IS
EXT REM E LY DI FF ICU LT AN D IMPRACT ICA L TO ASCE RTAI N T HE AMOUNT OF DAMAGES
THAT WOULD BE SUFFERED BY THE DEVE LOPE R UPON TH E BREACH OF T HIS
A G REEM ENT BY T HE C ITY. HA YING MA DE DILlG EN T BUT UN SUCCESSFU L ATTEMPTS
T O ASCERTAIN T H E ACTUAL DAMAGES T H E DEVELO PE R WOU LD SUFFER U PON T HE
BR EACH OF THIS A GREEMENT BY THE C ITY, T HE DEVELOPER AND T H E C ITY AG REE
6 11 47.00000132 768524 .9
7
THAT A REASO NA BLE EST IMAT E OF T HE DEV ELOP ER'S DAM AGES IN SUCH EVENT IS
TWENTY-F IVE THOUSAND DOLLARS ($25 ,000.00) (THE "LIQU IDAT ED DAMAGES
AMOUNT "). T HEREFORE , UPON THE BREACH OF TH IS AGR EEMENT BY TH E CITY, THE
C ITY SHALL PAY THE LIQ UIDAT ED DAMAGES AMOUNT TO THE DEVELOPER AND THJS
AGREEMENT SHALL TE RMINATE. RECE IPT OF TH E LIQUIDATED DAMAGES AMOUNT
SHALL BE T HE DEVELOPER 'S SOLE AND EXC LUS IVE REM EDY ARISING FROM ANY
BREACH OF THIS AGREEMENT BY T HE C ITY.
In itials of Authorized
Re presentative of C ity
Initia s
Represen tat ive of Developer
(b) THE CITY AND TH E DEV EL OPER EA CH ACKNOWLEDGE AND AGRE E
THAT THE CITY WOULD NO T HAV E ENTERED INTO TH IS AGREEMENT, IF IT WERE TO BE
LIABL E TO TH E DEVELOPER FOR ANY ADDIT IONAL MONETARY DAMAGES , MONETARY
RECOVERY OR ANY R EME DY OTHER THA N TERMINATION OF TH IS AGREEMENT AN D
PAYMENT OF THE LIQ UIDAT ED DAMAGES AMOUNT. ACCORDINGLY, THE CITY AND THE
DEVELOPER AGREE THAT THE DEV ELOP ER'S SOLE AND EXCLUSIV E RJGH T AND
REMEDY UPON THE BREACH OF THIS AGREEMENT BY THE CIT Y IS TO TERM INA T E T HI S
AGREEMENT AND RECEIVE TH E LIQUIDATED DAMAG ES AMO UNT.
(c) T HE DEV ELOPER ACKNOWLEDGES THAT IT IS AWARE OF THE
MFANING AND LEGAL EFFECT OF CA LIFORN IA CIV IL CO DE SECTION 1542, WHICH
PROV IDES:
A GENERAL RELEASE DOES NOT EXTEND TO C LAI MS T HAT
TH E CREDITOR OR REL EASING PARTY DOES NOT KNOW OR
SUSPECT TO EXIST IN HI S OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE AND T HAT, IF KNOWN BY HIM OR HER,
WOUL D HA VE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR OR RELEASED PARTY.
(d) CALIFORN IA CIVIL CODE SECT ION 1542 NOTW ITHS TAN DING , IT JS
TH E INT ENT ION OF T HE DEV ELO PER TO BE BO UN D BY TH E LIM ITAT ION ON DAMAGES ,
RECOV ER Y AND REM EDIES SET FORTH IN T HIS SECTION 12, AND T HE DEVELOPER
HEREBY RELEAS ES ANY AND ALL CLAIMS AGA INST TH E C ITY FOR ADDIT IONAL
MONETARY DAMAGES , MONETARY RECOV ERY OR OTHER LEGA L OR EQUI T ABLE
RELIEF RELATED TO ANY BREAC H OF THIS AGREEMENT , EXCEPT RECEIPT OF THE
LIQU IDAT ED DAMAG ES AMOUNT, WH ETHER OR NOT ANY SUCH REL EASE D CLA IMS
WE RE KNOWN OR UNKNOWN TO THE DEVELO PER AS OF TH E EFFECTIVE DATE OF THIS
AGRE EM EN T. TH E DEV EL OPER SPECIF ICALLY WAIVES TH E BENEF ITS OF CALIFORNIA
CIV IL CODE SECT ION 1542 AND ALL OTHER STATUTES AND JUDICIAL DEC IS IONS
(W HETHER STATE OR FED ERAL) OF SIM ILAR EFFECT WITH REGARD TO T HE
LIMITAT IONS ON DAMAGES AND REMED IES AND WA IVERS OF ANY SUCH DA MAGES
AND REMEDIES CONTA INED IN TH IS SECTION 12.
6 11 47.00000\32768524.9
8
Initial s of Author ized
Repr esentati ve of City
Initial s of Authorized
Representative of Deve loper
13. Develope r Breach -Limitation on Damage s and Remedies.
(a) TH E DEVELOPER AND THE C ITY ACKNOWLEDGE THAT IT IS
EXTREMELY DIFFICULT AND IMPRA CT ICAL TO ASCERTAIN THE AMOUNT OF
DAMAGES TH AT WOULD BE SUFFERED BY THE C ITY UPON THE BREACH OF THI S
AGREEMENT BY THE DEVELOPER. HAV ING MADE DILIGENT BUT
UNSUCCESSFUL ATTEM PT S TO ASCERTA IN TH E ACTUAL DAMAGES THE CITY
WOULD SUFFER UPON THE BREACH OF T HI S AGREEMENT BY THE DEVELOPER ,
THE DEVELOPER AND THE CITY AGREE THAT A REASONABLE ESTIMATE OF THE
C ITY'S DAMAGES IN SUCH EVENT rs TWENTY-FIVE THOUSAND DOLLARS
($25,000.00) (THE "LI QU ID ATED DAMAGES AMOUNT"). THEREFORE, UPO N THE
BREACH OF THIS AGREEMENT BY T HE DEVELOPER, THE DEV ELO PER SHALL PAY
THE LIQUIDAT ED DAMAGES AMOUNT TO THE CITY AN D THIS AGREEMENT
SHALL T ERM INATE. RECEIPT OF THE LIQUIDAT E D DAMAGES AMOUNT SHALL BE
THE CITY 'S SOLE AND EXCLUSIVE REMEDY ARI SING E ANY BREACH OF THIS
AGREEMENT BY THE DEVELOPER.
Ini tials of Au thorized
Representative of City Rep resentative of Deve loper
(b) THE C IT Y AND T HE DEVELOPER EAC H ACKNOWLEDGE AND AGREE
THA T TH E DEVELOPER WOULD NO T HA VE ENTERED INTO THIS AGREEMENT, IF IT WERE
TO BE LIABLE TO THE CITY FOR ANY ADDIT IONAL MONETARY DAMAGES , MONETARY
REC OVERY OR ANY REMEDY OTHER THAN TERMINAT ION OF THIS AGREEMENT AND
PAYMENT OF THE LIQ UIDATED DAMAGES AMOUNT. ACCORDIN GLY, THE C ITY AND THE
DEVEL OPER AGREE THAT THE CITY'S SOLE AND EX CLUS IV E RIGHT AND REMEDY UPON
THE BREACH OF THIS AGREEMENT BY TH E DEVELOPER IS TO TERMINATE TH IS
AGREEMENT AND RECEIVE THE LIQUIDATED DAMAGES AMO UNT .
(c) TH E CITY ACKNOWLEDGES TH AT IT IS AWARE OF THE MEANING
AND LEGAL EFFECT OF CA LI FORN IA CIV IL CODE SECT ION 1542, WHICH PROVIDES:
A GENE RAL RELEASE DO ES NOT EXTEND TO CLAIMS T HA T
THE CREDITOR OR RELEASING PART Y DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUT ING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER,
WOULD HAVE MATER IALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR OR RELEASED PARTY.
6114 7.00000\32768524.9
9
(d) CALIFORN IA C IVIL CO DE SECT ION 1542 NOTW ITHSTA N DI NG, IT IS
THE INTENTION OF THE CITY TO BE BOUND BY THE LIMITATIO N ON DAMAG ES,
RECOVERY AND REMEDI ES SET FORT H IN TH IS SECT ION 12, AN D T HE C ITY HE REBY
RELEASES ANY AN D ALL C LA IMS AGA INST T HE DEVELOPER FOR ADDIT IONAL
MONETARY DAMAGES , MO NETA RY REC OVERY OR OTHER LEGAL OR EQU ITABL E
RELIEF RELATED TO A NY BREACH OF T HIS AGREEMENT , EXCEPT RECEIPT OF THE
LIQ UID AT ED DAMAGES AMOUN T, WHETHER OR NOT ANY SUCH RELEASED CLA IMS
WER E KNOW N OR UNKNOWN TO THE CITY AS OF THE EFFECTIVE DATE OF TH IS
AGREEMENT . THE CITY SPEC IFICALLY WA IVES T HE BENEF ITS OF CALIFO RNIA CIVIL
CO DE SE CT ION 1542 AND ALL OTH ER STATUTES AND JUD IC IAL DEC ISIONS (W HETHER
STATE OR FEDERAL ) OF S IMI LAR EFFECT WIT H REGARD TO THE LIMITATIONS ON
DAMAGE S AND REMEDI ES AND WA IVERS OF ANY SU DAMAGES AND REME DI ES
CONTA INED IN T HIS SECT ION 12.
Initi als of Authori ze d
Rep rese ntat ive of City
14. Defa ult.
Repre sentative of Deve loper
(a) Fa il ure o r de lay by either Pa rt y to pe rfo rm any mater ial ter m or prov is ion of thi s
Agreement shall constitute a defa u lt under th is Ag reeme nt. If the Party w ho is receives notic e of a defau lt
fr om the other Party cu re s, co rrects or remed ies the alleged defau lt with in fifteen ( 15) calendar days after
recei pt of w ritte n not ice by the other Party s pecifyi ng such default, suc h Party s ha ll not be in defau lt
under th is Agreement. T he no t ic e and cu re period provid ed in th e imm ed iatel y preceding se ntence shall
not, under a ny circums tance s, extend the Negotiat ion Per iod. If the re are less th an fift ee n ( 15) day s
re maini ng in the Negot iation Period, the cure period all owed p ursuant to t hi s Section I 4(a) shal 1 be
automatically reduced to the number of da ys rem a in ing in the Negot iation Period. Noth in g in thi s
s ubparagra p h (a) prohi bi ts the parties from extend in g t he Negotiatio n Period by mut ual
agreement in accorda nce w it h s ub paragraph 3(b) a bove.
(b) The Pa rt y claiming th at a default ha s occurred shal l g ive wr itten not ice of default
to the Pa rt y cla im ed to be in default, s pecify ing the alleged defau lt. De lay in giv ing s uch noti ce s hall not
co nstitu te a waiver of any d efau lt nor shall it c hange the tim e of default. Ho wev er, th e inj ured Party s hall
have no ri g ht to exe rci se an y remedy for a defaul t under th is Agreeme nt, without fir s t de live r ing wr itten
not ice of the defau lt and all owi ng the app li cab le pe riod to cu re any s uc h defa ult as set forth in Sec t ion
14(a).
(c) Any fail ure or del ay by a Party in asserti ng any of its rights or rem edi es as to any
defau lt s hall no t operate as a wa iver of an y defa ult or of any ri g hts or remed ies associated wit h a default.
( d) If a d efa ult of either Pa rty remain s uncured fo r more t han fifte e n ( 15) calendar
day s fo llow ing receipt of w ritt en not ice of s uch default, a "bre ach" of t his Agreement by the defa ul ting
Party shall be deemed to have occurred. 1 n the event of a breach of this Agreement, the sole and
exc lu s ive remedy of the Party who is not in default shall be to termi nate thi s Agreem e nt by se rving
written not ice of termin at ion on th e Pa rty in breac h a nd, in th e case ofa breach by the City , th e Deve lop er
sha ll also be e ntit led to rece ive th e Liquidated Damages Amou nt.
6 1147.00000\32768524 .9
10
15. Compliance w ith Law. The Developer acknowledges that any future DOA, if approved
by the governing body of the City, will require the Developer (among other th ings) to carry out the
development of the Project in confor m ity with all app licabl e laws, i nc l uding a ll a pplicable b u il d ing,
planning and zoni ng laws, environ m en tal laws, safety laws and federal and state labor and wage laws.
16. Press Releases. The Deve loper agrees to obtain the ap proval of the City Manager or his
or her des ig nee o r s uccessor in function of any press releases Developer may propose relati ng to the lease
or redevelopment of the Property or negotiation of a DOA with the City, prior to publication. The rights
and obligatio ns in t hi s provision s ha ll not apply to leas ing and marketing broc h u res and/or information
di stributed by email o r placed o nli ne on a brokerage website or real estate website such as LoopNet.com.
17. Notice. All notices req uired und e r this Agreement shall be presen ted in person, by
nationally recognized overnig ht deli very se r vice or by facsim il e a nd confirmed by first class certified o r
registered Un ited States Mail , with return receipt requested , to the address and/or fax n umber for the Party
set fo rth in this Section 17 . Notice s ha ll be deemed confirmed by U n ited St ates Mail effective the third
(3rd) b usiness day after depos it w ith the United States Postal Serv ice. Notice by personal service or
nationally recognized overnight deli ver y serv ice shall be effective upon delivery. E ither Party may
change its address for receip t of noti ces b y notifying the other Paity in w riting. Delivery of notices t o
courtesy copy reci pi ents shall not be requi red for valid notice to a Party
TO DEV ELOPER:
TO C ITY :
Jamboree Housi ng Corporat ion
1770 l Cowan Ave., Suite 200
l rvine, CA 926 14
Attn: Roger Kin oshita
Email: r kin osh ita@ jamboreehousing.com
Be njamin S iegel, C ity Manager
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
E mai I: Bs iegel@sanjuancap istran o .org
18. Warranty Again s t Payment of Co n sideration for Agreement. The De veloper
warrants that it ha s not paid or given , and wi ll not pay or give, any third party any money or other
consideration for obtaining this Agreement. Th ird parties, fo r the purposes of th is Section 18, shall not
include pers ons to whom fees are paid for profess ional services, if rendered by attorneys, fi nancial
consultants, accountants, engineers, arc hitects, brokers and other consultants, when such fees are
considered necessary by the Develo pe r.
19. Accepta nce of Agreement by Developer. The Developer shall acknowledge it s
acceptance of this Agreem ent by d e li vering to t he C ity three (3) original counterpart executed cop ies of
this Agreement s ign ed by th e authorized representati ve(s) of t he Developer.
20. Co unterp art Originals. This Agreement m ay be executed by t he C ity a nd the
Developer i n multip le coun terpart origina ls, a ll of which togethe r sha ll constitu te a single agreement.
2 1. No Thi rd-Pa rty Beneficiaries. Nothing in this Agreement is inte nd e d to be nefit a ny
person or e nt ity other t han t he C ity or the Developer.
6114700000\32768524.9
11
22. Governin g Law. The City and the Deve loper acknowl edge and agree that thi s
Agreement was negotiated, en tered into a nd is to be fully performed in th e City of S an J uan Capistrano,
Cal ifornia. The C ity and th e Develope r agree that t hi s A greement sha ll be governed by, interpreted
unde r, a nd construed and e nforced in accordance w ith th e laws of the State of California, wi thout
application of such laws ' conflicts of law s princip les.
23 . Waivers. No w aiver of any breach of any term or condition contained in this Agreement
s hall be dee med a waiver of a ny preceding or succeed in g breach of such te rm or condi t ion, or of any other
te rm or condi tion contained in this Ag reement. No extens ion of th e ti me for perfor mance of an y
obl igation or act , no wa ive r of any te rm or cond it ion of t hi s Agreement, nor any mod ifi cation of this
Agreement s hall be enforceable again st the City or the Develope r , unle ss made in w ri t ing and executed by
both the C ity and the Develope r.
24. Constructio n. Headings at the beginning of each section a nd sub-se ction of thi s
Agreement are solely for the conven ie nce of reference of the City and the Developer and a re n ot a part of
this A g reement. Whenever required by th e context of this Ag reement, the s ingular shall incl ud e the plural
a nd the mascu lin e sha ll include th e feminin e and vice versa. Thi s Agree ment s hall not be construed as if
it had been p repared by one o r the other of the City o r the Developer, bu t rath er as if both t he Ci ty and the
Deve loper prepa red thi s Agreement. Unl ess otherwise indi cated, all references to sections a re to thi s
Agreement. All exhi bits referred to in thi s Agreement are attached to this Agreeme nt and incorporated
into thi s Agreement by th is reference. If th e date o n w hich th e C ity or the Developer is required to take
any action purs uant to t he terms of thi s Agreement is not a busi ness d ay of the City, the action s ha ll be
taken on the next s ucceeding business day of the City.
24 . Attorneys' Fees. If e ithe r Pa rty he reto tiles any acti on or bri ngs a ny action or
proceeding against the other aris ing out of th is Agreement, then the prevailing Party s hall be enti t led to
recover as an element of it s costs of su it , a nd not as damages, its reasonable attorneys ' fees as fi xed by the
court, in s uc h actio n or proceeding o r in a separate action or pr oceeding brought to recover s uch
attorneys' fees. For the purposes hereof t he words "re asonable a ttorneys' fees" mean and incl ude, in the
case of eithe r Party, s alaries a nd expe nses o f the lawyers wo rking for or employed b y such Pa1ty
(allocated on an ho urly bas is) to the extent they provide legal se rvice s to s uc h Party in con necti on w it h
the representatio n of that Pa1ty in any s uch matter.
25 . E nforced De lay. No Party shall be dee med in default of its obli gations under thi s
Agreeme nt where a delay or default is due to an act of God, natural di sa ste r, accid e nt, breakage o r failure
of equipment, enactment of conflicting federal or state laws o r reg u latio ns , th ird-party litigation,
admini s trative acti on or any relate d st atute, s trikes, lockouts or other labor dist urbances or dis putes of any
characte r, interruption of ser vices by s uppl ie rs thereof, unavai lab ili ty of materials or labor, unfo reseeable
an d seve re economic condition s, rationing or re strictions on the use of util ities o r pu b lic tra ns portation
w hether due to energy s ho1tages or other causes, war, civi l di sobedience, r iot, or by any o ther severe and
unforeseeable occurrence t hat is beyond t he control of that party (collectively, "Enforced Delay").
Pe r formance by a p arty of its o b ligati o ns s hall be exc used d uring, and extended for a period of time equ al
to, th e pe ri od (on a day -for-day bas is) fo r w hi c h th e cause of s uch E nforced Delay is in effec t.
[S ignatures on following page]
6 1147 00000\32768524 .9
12
THE CITY OF SAN JUAN CAPISTRANO
EXCLUSIVE NEGOTIATION AGREEMENT
(City Hall Site)
IN WITNESS WH EREOF , th e City an d the Developer have exec uted this Ag reement on the
dates indicated next to each of the signatures of thei r a uthorized representat ives, as appear be low.
Dated:_l_..,._f 1+--l-+-/~20~w~--
Dated: __________ _
ATTEST:
By: ____________ _
City Cl erk
APPROV ED AS TO FORM:
BEST BE ST & KR IEGE R, LL P
By: ____________ _
City Attorney
6114 7.00000132768524.9
DEVELOPER:
JAMBOREE HO USING CORPORATION, ::•li forn ia n:npr fit 7Lnefit c~rporation
Name: fat IC AH MA s~ /G.
Its:CµiflC. DtuAiJ!Nvtift t2tf 1 CE!l
CITY:
THE C ITY OF SAN JUAN CAPISTRANO
By: _____________ _
Name: -------------Its: _____________ _
EX HIBIT "A"
TO
EXCLUS IV E NEGOTIATION AGREEM ENT
Property Legal Desc rip tion
2.5 Acre Portio n of Assesso r 's Pa rcel Number 66 8-1 0 1-23 Descr ibed as N T R I 03 BLK LOT 60
EX HIBIT A
61 147.00000\32768524.9
6 11 47.00000132 768524.9
EX H IB IT "B "
TO
EXCLUSIVE NEGOTIATION AGREEM ENT
Pro ject Descripti on
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MILESTONE
Initial Pro Forma
Project Development
Schedule
Due Dil igence
Full Pr oject Submittal
Plan Review
Revised Site Plans and
Elevations
2 "d Plan Review
Re vised Proforma and
Development Schedule
Market Study
Development Partners
an d Structure
Funding Partners and
Structure
Draft ODA
Final Revisions
City Council Hearing
6114700000132768524.9
EX HIBIT "C"
TO
EXCLUS I VE NEGOTI ATION AGREEMENT
Milestone Schedule
DESCRIPTION
Within 60 Days of Effective Date( __ ) of ENA
Subm it initial pro forma for the proposed development.
Submit projected construc tion schedule for the proposed development.
Prov ide written determination of property 's physical suitab il ity for development,
tak ing into account relevant regulatory and environ mental conditi ons.
Submit site plans and elevations. Submit all relevant applications and fees.
Staff reviews plans for compliance with applicab le codes and regulations ; letter
prepared by Project Manager summarizing staff commen ts is sent to developer.
Within 120 Days of Effective Date of ENA
Submit revised site plans and elevations
Staff rev iews plans for compliance with applicable codes and regulations; letter
prepared by Project Manager summarizing staff comment s is sent to developer.
Subm it refined profo rma and development schedu le based on revised si te plans
and elevations.
Submit a market study contai ning a forecast of regiona l and local rea l estate
market conditions and anticipated performance of proposed prod uc t types.
Submit letter identifying investment partners.
Submit letter identifying potentia l lenders and a plan fo r Developer to obtain financing
Complete negotiations and draft Disposition and Development Agreement.
Final ize revisions to development proposal and all relevan t materials
Present development proposal and ODA to City Counci l for final
review and approval.
San Juan Capistrano Housing Element 58
Sites Inventory
Table 25 below indicates that the 2014-2021 RHNA can be accommodated based on the current
availability of vacant and underutilized land.
Table 25
Sites Inventory Table
Site Name
General
Plan/
Zoning
Size/
Allowed
Maximum
Density
Realistic Capacity by RHNA Affordability Level
Environmental
or
Infrastructure
Constraints
Very
Low
(0-50%
of AMI)*
Low
(51-80%
of AMI)
Moderate
(81-120%
of AMI)
Above
Moderate
(120%+ of
AMI) Total
1: The Oaks
Medium Low
Density/RS-
10,000
10.2 ac
3.5 units
per acre -- -- -- 32 32 No
2: Calle
Lorenzo
Medium High
Density/ RS-
4,000
1.89 acres
8 units per
acre -- -- -- 12 12 No
3: C. Romer
Homestead
Planned
Comm./Plann
ed
Comm. (CDP
78-1 -Very
High Density)
0.35 ac
30 units
per acre 8 -- -- -- 8 No
4: The
Groves
Very High
Density/ Very
High Density
2 acres
30 units
per acre 48 -- -- -- 48
No:
constrained
portion of
the site is
not included
in the
capacity
calculation
5:
Ventanas*
Planned
Comm./ (CDP
78-01- Mixed
Use & Very
High
Density)
9 acres
30 units
per acre 230 -- -- -- 230 No
6: Oliva
Low Density/
Hillside
Residential
21.5 acres
3.5 units
per acre -- -- -- 40 40 No
7: The Cove
Estates
Medium High
Density/ RS-
4,000
1.8 acres
8 units per
acre -- -- -- 4 4 No
San Juan Capistrano Housing Element 59
Table 25
Sites Inventory Table
Site Name
General
Plan/
Zoning
Size/
Allowed
Maximum
Density
Realistic Capacity by RHNA Affordability Level
Environmental
or
Infrastructure
Constraints
Very
Low
(0-50%
of AMI)*
Low
(51-80%
of AMI)
Moderate
(81-120%
of AMI)
Above
Moderate
(120%+ of
AMI) Total
8: Pacifica
San Juan**
Planned
Comm./ CDP
81-01
257 acres
3.7 units
per acre -- -- 39 282 321 Yes
9: Don Juan
Duplex
Property
Medium High
Density/
MRD-4,000
2.10 acres
8 units per
acre -- -- -- 8 8 Yes
10: Hidden
Creek
Estates
Medium Low
Density/ RS-
10,000
3 acres
3.5 units
per acre -- -- -- 8 8 Yes
11: City Hall
Very High
Density/ Very
High Density
2.52 acres
30 units
per acre 61 -- -- -- 61 No
Total
311.36
acres 347 -- 39 386 772
Notes:
Housing Element law allows local governments to utilize “default” density standards determined by HCD. Per HCD’s
determination, cities in Orange County (including San Juan Capistrano) with sites allowing a density of at least 30 dwelling units
per acre can be used to meet lower-income RHNA requirements.
*Calculations of realistic capacity assume that properties will achieve a density that is 80 percent of the maximum allowed density
with the exception of the Ventanas site (Site 5). For Site 5, realistic capacity calculations use a slightly higher percent (85 percent)
of the maximum allowed density based on recent developer interest in the site. Discussions with potential developers indicate that
realistic capacity for the site is closer to 93 percent of maximum allowed density (in excess of 250 units).
**Affordability of units for the Pacific San Juan site is based on the Planned Community zoning 7.4 acres for a multi-family
development proposing 10.5 du/ac and able to accommodate Moderate Income housing based on affordability levels presented in
the General Plan Housing Element.
*** Sites #6-10 were previously included in the 2008 Housing Element.
Site Details
Site 1 – The Oaks (APN: 664-041-09/-10/-12)
This site is a 10.2 acre on the edge of the City’s eastern border and south of Ortega Highway. The current
use on the site is an equestrian stable. A residential development would be a more efficient use of the site
and given the potential units that can be built, may be a financial incentive for the current owners to
redevelop. There is a pending development proposal on this site for 32 units with RS-10,000 zoning.
San Juan Capistrano Housing Element 60
Site 2 – Calle Lorenzo (APN: 649-052-08 & 649-053-13)
This site is a 1.89 acre lot east of Camino Capistrano and south of Junipero Serra Road. It contains the
potential for a total of 12 units in RS-4,000 zoning. The current use on the site is one single family unit.
The site is zoned to permit a larger capacity, and over the last year the site been investigated for
development. No applications for development have been received to date. Given the potential units that
can be built, redevelopment to the sites full potential is expected.
Site 3 – C. Romer Homestead (APN: 666-241-12)
This site is a 0.35 acre lot east of Rancho Viejo Road and south of Ortega Highway. It contains the
potential for a total of 8 units at densities that can accommodate affordable housing. The site is zoned to
permit a larger capacity, and over the last year the site been investigated for development. No
applications for development have been received to date. Given the potential units that can be built,
redevelopment to the sites full potential is expected.
Site 4 – The Groves (APN: 121-050-21)
This 2.0 acre vacant site is located on the northwest corner of Camino Capistrano and Junipero Serra
Road. The site has a potential development capacity for 48 units at densities that can accommodate
affordable housing. Environmental constraints that would have limited development have already been
accounted for in the site analysis. With the required 75 foot set back from the creek as part of the
Resource Agency permitting requirements and the full right-of-way for Camino Capistrano, the site
provides two net useable acres. Only 2 acres are used to calculate realistic capacity.
Site 5 – Ventanas (APN: 666-131-09/-13/-15)
This 9 acre vacant site located east of Interstate 5 and north of San Juan Creek, has been identified as a
potential site for housing development due to access to transit, schools, etc. The site additionally has a
potential for mixed use. The site has a potential development capacity for 230 units. The realistic capacity
of 230 units is supported by a recent developer analysis which determined that 253 units could be
accommodated on the site with a mixed use element. For the purposes of this site inventory, capacity for
the Ventanas site is based solely on the portion of the site allowing Very High Density residential and
does not include portions of the site allowing commercial development.
Sites 6 – 10
Opportunities for moderate or above moderate income housing are available on sites #6 - #10. These five
sites were previously included in the 2008 Housing Element, have appropriate zoning in place and have
not been developed. Site #6, Oliva, has the potential for 40 low-density units on 3.5 acres. Site #7, The
Cove Estates (referred to as Village Alipaz in the 2008 Housing Element), has the capacity for 4 units in
1.8 acres zoned RS-4,000. Affordability of units for the Pacific San Juan site (Site #8) is based on the
Planned Community zoning 7.4 acres for a multi-family development proposing 10.5 du/ac and able to
accommodate moderate income housing based on affordability levels presented in the Housing Element.
Site # 9, the Don Juan Duplexes property, is located at the terminus of Andres Pico west of Interstate 5.
The site has the potential development of 8 units on a total of 2.1 acres in MRD-4000 zoning. Site # 10,
Hidden Creek Estates, is located west of Camino Capistrano and has the potential for the development of
8 units on a total of 3.0 acres in RS-10,000 zoning.
Site 11: City Hall (APN: 668-101-10)
Site 11 is zoned for high density residential development and currently houses City Hall and a Public
Works & Utility Department equipment storage building. The site has a capacity for 61 units at densities
appropriate to accommodate lower-income housing. The site is owned by the City of San Juan
23231 South Pointe Dr.
Laguna Hills, CA 92653
www.adcollaborative.com
SAN JUAN CAPISTRANO, CA
AFFORDABLE HOUSING & CITY HALL DEVELOPMENT 01CITY HALL - CONCEPTUAL VIEW
1
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3
COURTYARD
COMMUNITY GARDEN
PLAZA
LEGEND
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23231 South Pointe Dr.
Laguna Hills, CA 92653
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SAN JUAN CAPISTRANO, CA
AFFORDABLE HOUSING & CITY HALL DEVELOPMENT 02SITE PLAN
0 25
50
100
PROJECT SUMMARY
UNIT MIX
PARKING SUMMARY
ZONING: VHD
SITE AREA: +/-2.47 ACRES
TOTAL UNITS: 40 DU
DENSITY: 16.2 DU/AC
CITY HALL: 15,000 S.F.
BUILDING: PODIUM - (2) LEVELS OF
TYPE V OVER (1) LEVEL OF
TYPE I
PARKING: 144 SPACES
1BR + 1BA (+/- 620 S.F.) 38 UNITS (95 %)
2BR + 1BA (+/- 800 S.F.) 2 UNITS (5 %)
TOTAL: 40 UNITS (100 %)
PARKING:
EXISTING SURFACE PARKING 119 STALLS
RES. REQUIRED PARKING:
0.5 STALLS/UNIT 20 STALLS
TOTAL EXISTING AND REQUIRED 139 STALLS
PARKING PROVIDED:
SURFACE 82 SPACES
GARAGE 62 SPACES
TOTAL: 144 SPACES
CITY HALL
(+/- 11,400 S.F.)EXISTING BUILDING PASEO ADELANTOTRABUCO CREEK TRAIL2BR
1BR
1BR
1BR 1BR
1BR
1BR
1BR
1BR
1BR
1BR
LEASING/ AMENITIES
(+/- 5,600 S.F.)
CITY HALL
(+/- 3,600 S.F.)
OPEN TO BELOW
PODIUM DECK
1BR1BR1BR
LAUNDRY
1BR
1BR
1BR
1BR
1BR
1BR
2ND LEVEL (PODIUM DECK)STREET LEVEL - NOT TO SCALE
RESIDENTIALLOBBY
GARAGE (1 LEVEL)
23231 South Pointe Dr.
Laguna Hills, CA 92653
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SAN JUAN CAPISTRANO, CA
AFFORDABLE HOUSING & CITY HALL DEVELOPMENT 03ENLARGEMENT - COURTYARD
SEATING AREA
1
23231 South Pointe Dr.
Laguna Hills, CA 92653
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SAN JUAN CAPISTRANO, CA
AFFORDABLE HOUSING & CITY HALL DEVELOPMENT 04ENLARGEMENT - COMMUNITY GARDENS
RAISED PLANTERS
2
23231 South Pointe Dr.
Laguna Hills, CA 92653
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SAN JUAN CAPISTRANO, CA
AFFORDABLE HOUSING & CITY HALL DEVELOPMENT 05ENLARGEMENT - PLAZA
CITY HALL
SEATING AREA
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