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Home My WebLink AboutAGR-7829 - MILAN REI X, LLC. - LANDIFY ECT CORP. - POTENTIAL DEVELOPMENT OF CERTAIN PARK IMPROVEMENTSLETTER OF INTENT REGARDING POTENTIAL DEVELOPMENT OF CERTAIN PARK IMPROVEMENTS IN ORANGE, CALIFORNIA This LETTER OF INTENT (“LOI”) is entered into by and between Milan REI X, LLC (“Milan”), the City of Orange, a chartered municipal corporation (the “City”) and, and Landify ECT Corporation, a Delaware corporation (“Landify”) (each a “Party”, collectively, the “Parties”), effective as of this day of , 2025 (the “Effective Date”). RECITALS A. WHEREAS Milan is the owner of the parcels collectively known as the Sully Miller Pit and Milan is interested in working collaboratively with the city and the community to explore public park options for potential reuse of the property; and B. WHEREAS, the City has an interest in assessing whether certain parcels of land may be developed for public park purposes, including but not limited to, this site commonly known as the Sully Miller Pit, (the “Proposed Park Project”); and C. WHEREAS, the City desires assess the feasibility of the development of the Proposed Park Project; and D. WHEREAS, Landify focuses on “upcycling,” including reusing tested and clean excavated soil and inert debris from urban construction sites to assist communities and local authorities in the delivery of sustainable public park projects through a collaborative development model; and E. WHEREAS, one of the benefits of Landify’s business model is that Landify will self-finance the public park development projects it undertakes; and F. WHEREAS, the Parties desire to utilize Landify’s expertise to develop certain of the improvements in the Proposed Park Project; and G. WHEREAS, the Parties are entering into this document to enable the Parties to undertake the required due diligence to evaluate the feasibility of the Proposed Park Project including, among others, evaluating environmental conditions on the subject Park lands; and reaching out to local stakeholders and governmental agencies to evaluate necessary steps for project approval, and H. WHEREAS, after receipt and independent review of Landify’s proposal to construct the Park, including some or all of the contemplated improvements, the Parties may proceed with the Design, Entitlements, and Definitive Agreement(s), as described more fully below; and Docusign Envelope ID: 25F930C4-51FC-4C0F-B8C0-E88080289958 April AGR-7829 22nd 2 AGREEMENT NOW THEREFORE, in consideration of the above Recitals, and the covenants contained herein, the Parties hereby agree as follows: Section 1.1 Intent. This document is intended to describe participation being considered by the Parties in the development of the Proposed Park Project where external fill may be useful and a non-traditional funding mechanism for the delivery of the Proposed Park is desired by the City. Further, the City and Milan acknowledge that they are considering the Proposed Park Project in conjunction with consideration of other Milan development proposals. This document does not commit the Parties to moving forward with such Proposed Park Project. The owner of the Sully Miller Pit, currently Milan and possibly the City in the future, retains sole discretion to decide what will be done in the Proposed Park Project areas. If Milan or the City decides to build a park at the Proposed Park Project site using external fill, Milan agrees to do so with Landify (see section 1.5). Because Landify will develop the Proposed Park Project including all or some improvements without cost or expense to the City for such work, it is Landify’s understanding that typical competitive bidding requirements would not apply. Section 1.2 Due Diligence. Each Party shall timely provide, and shall direct its representatives, including attorneys, consultants, and financial advisors, to provide to the other Party and its representatives, reasonable access to the Proposed Park Project site, as well as such non- confidential and non-privileged information (including, without limitation, soils and environmental reports) that each such Party reasonably deems necessary, to evaluate the feasibility of, and to advance, the Proposed Park Project. Further, before any due diligence activities by Landify occur relating to any Proposed Park Project site, Landify shall be required to enter into a License Agreement or Right of Entry Agreement with Milan, which Agreements shall address, among other items, Landify’s requirements for indemnity, insurance, restoration of properties, and removal of liens regarding such due diligence work. Also, the Parties shall endeavor to complete their due diligence in a timely manner, such that the Parties can decide whether to proceed with the Proposed Park Project no later than six (6) months after full execution of this LOI (unless the Parties mutually agree on an extension). Each of the Parties shall retain sole discretion as to whether they will proceed with the Proposed Park Project upon completion of the due diligence. Section 1.3 Design. Landify and Milan will collaboratively develop a preliminary design and site plan depicting the improvements to each of the Proposed Park Project, which will include elevations (each, a “Preliminary Design Plan”), and will seek appropriate feedback from the City regarding the design. Landify will fund the Preliminary Design Plan at its sole and exclusive costs. The Parties will work together to refine the plans and specifications to address the City’s concerns, including community and stakeholder input, taking into account Landify’s project delivery methodology, and this process will be repeated until such time as the Parties have agreed on the plans and specifications for the Proposed Park Project. Section 1.4 Approvals. Once the Parties have reached agreement on the plans, Landify will take the lead, at its sole cost but with Milan’s cooperation, in obtaining all other Approvals for the Proposed Park Project, including building permits for construction, and any other necessary permits. Upon execution of this LOI, Landify is authorized by Milan to contact any regulatory or Docusign Envelope ID: 25F930C4-51FC-4C0F-B8C0-E88080289958 3 other governmental agencies, as may be necessary in connection with obtaining information and Approvals for the Proposed Park Project. Landify acknowledges that any such contact with governmental agencies will require prior approval from Milan, as the property owner. Landify will do this in total transparency and collaboration with Milan and the City, including copying the Parties on written communications with the agencies. The City will be the Lead Agency for purposes of conducting any required review and permitting for the Proposed Park Project. The approval of this LOI shall not commit the City to the approval of any of the Proposed Park Project or any iteration thereof. If the City or any other regulatory agency with jurisdiction imposes any condition of approval that materially increases the cost of constructing any component of these Proposed Park Project, this may cause Landify to exercise its right to terminate this LOI. Section 1.5 Parties Commitment. The Parties are under no obligation to proceed with all or any portion of the Proposed Park Project. However, if Milan decides to create a park on any of the Proposed Park Project site using an external fill disposal fee funding model, it shall do so with Landify. This Commitment shall be for an initial period of one (1) year and will be automatically extended as long as the Proposed Park Project is under review by either Milan, the City or any Agency, and for one year after project approval. Section 1.6 Termination. THIS LOI IS INTENDED AS A PRELIMINARY EXPRESSION OF GENERAL INTENTIONS AND, WHILE THE PARTIES INTEND TO PROCEED WITH THE POTENTIAL PARK PROJECT AND AGREE TO PURSUE THEM IN GOOD FAITH, THE PARTIES SHALL HAVE THE RIGHT TO TERMINATE THIS LOI WITH OR WITHOUT CAUSE; PROVIDED, HOWEVER, THAT TERMINATION OF THIS LOI WILL NOT AFFECT ANY DEFINITIVE AGREEMENT THAT HAS BEEN FULLY EXECUTED AND DELIVERED BY THE PARTIES PRIOR TO SUCH TERMINATION. THIS AGREEMENT CAN BE TERMINATED BY MILAN IN CASE OF A SALE OF THE PROPERTY FOR ANOTHER USE. Section 1.7 Definitive Agreement(s). Upon obtaining all entitlements and approvals for the Proposed Park Project, the Parties intend to execute one or more written construction contracts with respect to that Proposed Park Project (or component thereof). Section 1.8 Notices. Any notice from one Party to the other in connection with this LOI, shall be given to the Parties at their respective addresses set forth on the signature page hereto. Notices may be given by email, U.S. mail, overnight courier that provides evidence of delivery, or personal delivery, with postage prepaid by the sending party. Notices given by email shall be deemed given when sent; notices given by overnight courier or personal delivery shall be deemed given when delivered; and notices given by U.S. mail shall be deemed given three days after deposit in a U.S. Postal Service mailbox. Section 1.9 Exclusive Dealings. Upon execution of this LOI by the Parties Milan will not solicit or accept any offers or engage in any discussion concerning the development of any of the Potential Park Project (or any component thereof), until such time as this LOI is terminated, as provided herein. Section 1.10 Governing Law. This LOI and the interpretation hereof shall be governed by the internal laws of the State of California, without regard to such state’s conflict of law rules. Docusign Envelope ID: 25F930C4-51FC-4C0F-B8C0-E88080289958 4 Section 1.11 Counterparts. This LOI may be executed in any number of counterparts, all of which, when taken together, shall be considered one and the same agreement, and shall become effective when at least one counterpart has been executed and delivered by each Party, it being agreed that the Parties need not sign the same counterpart. A Party’s signature that is provided digitally or electronically, or is delivered by email, facsimile or other electronic means, shall be valid and binding on the Party so executing or delivering its signature, and shall have the same force and effect as if such signature were an original thereof. Section 1.12 Representatives. Each Party shall designate one representative (each, a “Representative”), who will be authorized to communicate decisions and grants of approval for such Party, under this LOI. Either Party may change its Representative by giving written notice of the change to the other Party. Milan Representative: Christopher Nichelson, President Milan Capital Management, Inc. 701 S. Parker Street, Suite 5200 Orange, CA 92868 For Legal Notice Copy to: Alexander M. DeGood Cox, Castle & Nicholson LLP 2029 Century Park East, Suite 2100 Los Angeles, CA 90067 adegood@coxcastle.com City Representative: City of Orange City Manager 300 E. Chapman Avenue Orange, CA 92866 For Legal Notice Copy to: City of Orange City Attorney 300 E. Chapman Avenue Orange, CA 92866 Landify ECT Representative: Landify ECT Corporation Jonathan Bryden 580 California Street, 12th and 16th Floors San Francisco, California 94104 (415) 635-3555 jbryden@groupe-ect.com Docusign Envelope ID: 25F930C4-51FC-4C0F-B8C0-E88080289958 5 For Legal Notice Copy to: David S. Demian Finch, Thornton & Baird, LLP Attorneys At Law 4747 Executive Drive, Suite 700 San Diego, CA 9 2121 IN WITNESS WHEREOF, the Parties have executed this LOI as of the Effective Date set forth above. MILAN REI X, LLC, A California limited liability company By: Christopher Nichelson President of its Managing Agent CITY OF ORANGE a municipal corporation By: Thomas C. Kisela City Manager ATTEST; By: Pamela Coleman, City Clerk APPROVED AS TO FORM: By: Wayne W. Winthers Interim City Attorney √ LANDIFY ECT CORPORATION, a Delaware corporation By: Jonathan Bryden President Docusign Envelope ID: 25F930C4-51FC-4C0F-B8C0-E88080289958