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Home My WebLink AboutAGR-7913 - MILAN REI X, LLC. - DEDICATION OF PARCELSDocusign Envelope ID:0D98851F-B2C1-46C4-BE00-7D4750AAE079 AGR-7913 Initial AGREEMENT REGARDING DEDICATION r7 This AGREEMENT REGARDING DEDICATION ("Agreement") is made and entered into as of January 13 2026, by and between MILAN REI X, LLC, a California limited liability ("Property Owner"), on the one hand, and the CITY OF ORANGE, a municipal corporation("City"), on the other hand, with reference to the facts set forth in the Recitals below: RECITALS : A. Property Owner owns that certain real property located in the City of Orange, County of Orange, State of California, as more particularly described and depicted on Exhibit A attached hereto and made a part hereof("Property"),which includes Parcel 1 of Parcel Map 2021- 187 ("Parcel 1") and Parcel 2 of Parcel Map 2021-187 ("Parcel 2"). B. Parcel 1 will be developed with residential uses,while Parcel 2 is preserved as open space and a portion thereof preserved via a conservation easement as noted below. C. Property Owner is required to grant a conservation easement ("Conservation Easement") over a portion of Parcel 2 as described on Exhibit B and depicted on Exhibit B-1 attached hereto and incorporated by this reference ("Conservation Area"). D. To facilitate the open space preservation of Parcel 2 and the grant of the Conservation Easement on a portion thereof, Property Owner intends to grant fee title to Parcel 2 to City, subject to acceptance by the City, as approved in City of Orange Resolution No. 11649. E. Owner has negotiated the form of the Conservation Easement with Rivers&Lands Conservancy("RLC"),which the City will grant following its acceptance of Parcel 2. AGREEMENT: NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, City and Property Owner agree as follows: 1. Agreement. In consideration of the above recitals and the mutual covenants,terms, conditions, and restrictions contained herein, Property Owner agrees to voluntarily grant and convey to City fee simple absolute title in to Parcel 2 pursuant to the Grant Deed attached hereto as Exhibit C("Grant Deed"). Within ten(10)business days following the mutual execution of this Agreement, Property Owner shall deliver the original executed and notarized Grant Deed to Escrow Agent (defined below). City shall be responsible for reviewing title to Parcel 2 and any matters of record thereon and,to the extent necessary,working with Escrow Agent regarding any issues arising therefrom. Property Owner shall reasonably cooperate with City and Escrow Agent in connection with any title issues that arise as is reasonably necessary to facilitate City's acceptance of the Grant Deed. 2. Conditions Precedent. The following conditions ("Conditions") are for the benefit of Property Owner and City and must be met (or waived in writing by both parties) prior to the 4924-7108-8763 391567.00004 1- Docusign Envelope ID:0D98851F-B2C1-46C4-BE00-7D4750AAE079 recordation of the Grant Deed (with failure of such conditions being handled in accordance with Section 2(e)below): a) D.R. Horton Los Angeles Holding Company, Inc., a California corporation Builder"), shall have acquired fee title to Parcel 1 as contemplated by the Purchase Agreement Builder Acquisition"). Prior to or concurrently with such acquisition,Property Owner shall have conveyed to Builder (i) a permanent stormwater outlet easement onto Parcel 2 for the benefit of Parcel 1, and (ii) a temporary access easement to pass through Parcel 2 during development activities for the benefit of Parcel 1. b) City shall have executed an assumption agreement of the Land Conservation Monitoring and Management Agreement by and between Property Owner and Irvine Ranch Conservancy, a California nonprofit public benefit corporation dated as of August 1,2023, as amended by that certain January 2026 Land Conservation Monitoring and Management Agreement Amendment (as amended, "Land Conservation Agreement"), provided Builder shall be obligated to pay the fees for the Services (as defined in the Land Conservation Agreement) pursuant to Paragraph 3 of the Land Conservation Agreement. c) Builder shall have assumed or replaced the Fund Agreement for the Mabury Conservation Area Fund by and between Property Owner and the San Diego Foundation dated as of February 19,2025 ("Fund Agreement"). For the avoidance of doubt,Builder,not the City,shall be obligated to pay any amounts for the endowment fund, as further described in the Fund Agreement. d) Builder and RLC shall have entered into an endowment management agreement to fund the long-term management of the Conservation Area ("Endowment Management Agreement"). For the avoidance of doubt, Builder, not the City, shall be obligated to pay (i)the Endowment Amount thereunder, and (ii) the Initial Financial Requirement thereunder, as defined and further described in the Endowment Management Agreement. e) If the foregoing conditions fail to occur on or before September 30, 2026 Outside Date"),then either party may elect to terminate this Agreement by written notice to the other party, in which event neither party shall have any further rights, obligations or liabilities under this Agreement. 3.City Acceptance. Upon satisfaction of the Conditions, and upon Builder's deposit into an escrow account ("Escrow Account") of the full amount of all required conservation, stewardship, monitoring, enforcement, and endowment funding pursuant to the Conservation Easement and the Endowment Management Agreement and segregated for that sole purpose (the Escrowed Endowment Funds"), the City shall execute the Certificate of Acceptance attached to the Grant Deed ("Certificate of Acceptance"), and Escrow Agent shall submit the Grant Deed to be recorded in the Official Records of Orange County, California ("Official Records") within five (5)days of its receipt of the signed Certificate of Acceptance from City. The Escrow Account shall be deemed fully prepaid upon Builder's deposit for purposes of the City's acceptance as evidenced by its execution of the Certificate of Acceptance, with release conditioned only upon completion of agency-required work and receipt of applicable agency sign-off, as set forth in separate escrow instructions. The City shall have no obligation to manage, disburse, enforce, or 4924-7108-8763 391567.00004 2- Docusign Envelope ID:0D98851F-B2C1-46C4-BE00-7D4750AAE079 otherwise administer the Escrowed Endowment Funds. Recordation fees and escrow fees shall be paid by Property Owner. City hereby approves of the form of Conservation Easement attached hereto as Exhibit D and agrees to be bound by the terms of such Conservation Easement, subject to (i)third-party revisions and (ii)Property Owner's reimbursement of City's out-of-pocket expenses incurred in connection with the review and approval of such third-party revisions. City hereby acknowledges and agrees to perform and be bound by the obligations of(i)the Long-Term Management Plan for the Mabury Tentative Tract Map No. 18163 dated as of September 2024 the "Management Plan"), (ii)the Land Conservation Agreement, (iii) the Fund Agreement, and iv)the Endowment Management Agreement. 4. Escrow Agent. The escrow agent shall be First American Title Company, 18500 Von Karman Avenue, Suite 600, Irvine, California 92612, Attention: Wendy Mendoza, Email: wmendoza@firstam.com ("Escrow Agent"). City and Property Owner shall execute any additional instructions as may be reasonably necessary by Escrow Agent to implement the terms of this Agreement. 5. Post-Closing Obligations. City hereby covenants and agrees to cause the following to be recorded in the Official Records following the Closing, to the extent the same have not yet been recorded: a) The Conservation Easement. b) A permanent access easement through Parcel 2 for the benefit of RLC and IRC. 6. Miscellaneous. a) Counterparts. This Agreement may be executed in multiple counterparts, including the transmission and execution of counterparts by electronic means without the need to exchange original signatures, each of which shall constitute an original, but all of which shall collectively constitute one Agreement. b) Authority. Each person signing this Agreement warrants and represents that he or she has the requisite authority and ability to enter into this Agreement and to bind the party on behalf of which such person is signing. c) Governing Law. This Agreement shall be governed by the laws of the State of California. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in a court of competent jurisdiction in the County of Orange, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings. d) Further Assurances. City and Property Owner shall perform any other reasonable acts and execute and deliver any and all other reasonable documents as may be reasonably necessary to carry out the purpose and intent of this Agreement. Signatures continue on the following page(s)] 4924-7108-8763 391567.00004 3- Docusign Envelope ID:0D98851 F-B2C1-46C4-BE00-7D4750AAE079 IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first set forth above. SELLER: CITY: MILAN REI X, LLC, CITY OF ORANGE, a California limited liability company a municipal corporation By: Tivoli Capital Inc., DocuSigned by a California corporation it(, r. swtr Its: Managing Member By ) ari er'l'Alater, Mayor Signed by: Uwe,*Di4.4411 By: tmembrali Its: President ATTEST: Signed by: By: u•co .ti Ii gfff 8f&l an, City Clerk APPROVED AS TO FORM: DocuSigned by: By: So !°‘clA IsrefiltneStirian, City Attorney'V Signatures continue on the following page] 4924-7108-8763 391567.00004 4-