Res 2025-208 approving a Conceptual Planning Agreement with Upward Communities for redevelopment in downtown San Marcos known as the Hopkins Redevelopment Project, including a new City Hall

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(b) The Definitive Agreements will, collectively, contain the contractual terms for the final planning, programming, design, entitlements, development, financing/funding, construction, and as applicable, operation and acquisition of the Project. The number and breadth of the Definitive Agreements will be expanded and/or refined during the term of this Agreement as Project assumptions are vetted and refined. Delivery of the Definitive Agreements is contingent upon the performance and favorable outcomes of the Preliminary Development Activities. This Agreement is not a binding commitment of any of the Parties to ultimately proceed with the Project or the execution and delivery of the Definitive Agreements. (c) Exclusivity. In consideration of the mutual covenants and agreements contained herein, the sufficiency of which is hereby acknowledged, the Parties agree to work together in an exclusive and cooperative manner to undertake and pursue the successful development of the Project. Specifically, the City agrees that it will not, directly or indirectly, solicit, entertain, or otherwise encourage any inquiries, offers, or proposals from, or continue or enter into any negotiations with, any party interested in contracting other than the Developer with respect to the performance of the Preliminary Development Activities or the development of the Project, or the lease, development, sale or other disposition of City-owned land within the Development Site or any portion thereof, from the Effective Date and continuing until the earlier of (i) Closing (as hereinafter defined) or (ii) the termination of this Agreement. Section 3. Collaboration and Communication between the Parties. (a) Collaboration of the Parties. The Parties agree to work in a collaborative manner to timely achieve completion of the Preliminary Development Activities. The Parties agree to work cooperatively and diligently to procure and pursue the development of the Project in accordance with the terms of this Agreement. (b) Meetings and Project Updates. The Developer shall keep the City informed as to the progress of all Preliminary Development Activities, weekly, at minimum, and City staff will notify the Developer of a change to the cadence of meetings. These meetings will cover relevant Project topics including but not limited to project administration, project financing (sources of uses of public and private funds), technical issues (entitlements, planning, design, programming and construction scope, costs, schedule, etc.), real estate market and financial metrics, and community outreach. The Developer and the City agree to reasonably and timely cooperate with one another in connection with the Project, the performance of the Preliminary Development Activities, and the granting of any required approvals by the City. (c) Designated Representatives. For ease of communication and accountability, each of the Parties shall identify a primary point-of-contact for purposes of coordinating all matters relating to the Project and the Preliminary Development Activities as contemplated in this Agreement (each such person being a "Designated Representative"). The Designated Representatives or their designees shall participate in regularly scheduled planning and progress meetings relating to the Preliminary Development Activities, and will coordinate all communication, requests, reviews, and approvals relating to such matters. Each Designated Representative shall actively involve and make all members of such Party's project team available to participate in regularly scheduled planning and progress meetings, and for all other purposes set forth in this Agreement. Section 4. Concept Refinement Phase; Final Development Proposal. C ONCEPTUAL P LANNING A GREEMENT (H OPKINS R EDEVELOPMENT P ROJECT) P AGE 3