City Council

8. EXTENSION AND AMENDMENT OF EXCLUSIVE NEGOTIATING AGREEMENT WITH CD-CW (TUSTIN) LLC FOR A PORTION OF LAND AT TUSTIN LEGACY Request for approval of an extension of the Exclusive Negotiating Agreement with CD-CW (Tustin) LLC to continue the negotiating period for the disposition and development of a portion of Disposition Area 8B at Tustin Legacy for up to an additional 180 days. Recommendation: It is recommended that the City Council take the following actions: 1. Approve an extension of the Exclusive Negotiating Agreement for an additional period of 120 days with a secondary 60-day extension subject to the approval of the City Manager in their sole discretion in accordance with Section 4.2 of the Exclusive Negotiating Agreement, as amended. 2. Authorize the City Manager to execute an amendment to the Exclusive Negotiating Agreement reflecting the two extensions as requested by CD-CW (Tustin) LLC, establish a milestone schedule of performance for CD-CW (Tustin) LLC to adhere to, clarify Exclusive Negotiating Agreement extension deposit amounts and that they may be applied to the purchase price deposit but shall remain non- refundable, and make any non-substantive additions or modifications as may be deemed necessary and/or recommended by the City's special real estate counsel or the City Attorney prior to the end of the Exclusive Negotiating Agreement Negotiating Period. Fiscal Impact: The Exclusive Negotiating Agreement will be amended to require a $150,000 extension deposit for the first 120-day extension and a $100,000 extension deposit for the second 60-day extension. Pursuant to the Exclusive Negotiating Agreement, the City retains these deposits if the Disposition and Development Agreement is not executed, or if the Disposition and Development Agreement is executed but close of escrow does not occur. If the Disposition and Development Agreement is executed and close of escrow occurs, the extension deposits (without interest accrued) are applicable to the purchase price and the purchase price deposit. CD-CW (Tustin) LLC also has a deposit account with the City that will continue to fund the City transaction expenses incurred by staff and third-party consultants including the retention of legal counsel associated with the negotiation and drafting of the transaction documents. AGENDA REPORT