CONSENT ITEM
E-15
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: LUCY DEMIRJIAN, SENIOR PROJECT MANAGER
DATE: AUGUST 17, 2026
SUBJECT: CONSIDERATION OF AN EXCLUSIVE NEGOTIATING AGREEMENT WITH CLEAN FUTURE PARTNERS SPV1 LLC FOR THE DEVELOPMENT
OF A MEDIUM AND HEAVY-DUTY ELECTRIC VEHICLE CHARGING
STATION WITH ADDITIONAL USES AT 975 WEST FOOTHILL
BOULEVARD (APNS: 8605-019-906 AND 907)
BACKGROUND:
The Successor Agency to the Former Redevelopment Agency owns parcels located at 975 West Foothill Boulevard. The City received a letter of interest for the development of the site with a first-of-its-kind public eclectic charging station for medium- and heavy-duty commercial vehicles. The project has the potential to become a regional and national model for freight electrification, advanced transportation infrastructure, energy resiliency, and public-private partnership development. Staff recommends that the City Council enter into an Exclusive Negotiating Agreement (ENA) with Clean Future Partners SPV1 LLC to allow the parties to establish the negotiating parameters, terms, and conditions for the development. This action would approve an ENA for a period of one hundred eighty (180) days with the ability to extend the term, administratively, for two additional ninety (90) day periods if needed.
RECOMMENDATIONS:
Staff recommends that the City Council take the following actions:
1) Approve an Exclusive Negotiating Agreement (“ENA”) with Clean Future Partners SPV1 LLC, which allows for a period of exclusive negotiations between the City and Clean Future Partners SPV1 LLC for the purpose of preparing major elements of the proposed development, including, but not limited to: a site plan, design schematics, technical and economic studies, and the pre-development obligations of all parties. 2) Authorize the City Manager to, on behalf of theCity, finalize negotiations on remaining items and execute the ENA in a form acceptable to the City Attorney, including any additional non-substantive changes.
Approval of ENA with Clean Future Partners SPV1, LLC
August 17, 2026
ANALYSIS:
The proposed development will provide a significant public benefit by transforming a longvacant industrial property into productive use while supporting regional transportation electrification and advanced energy infrastructure. As the first regional medium- and heavy-duty electric vehicle charging station, the project will provide critical infrastructure for commercial vehicles, support the transition to zero-emission transportation, and advance State and regional goals related to emissions reduction and clean transportation.
There are two (2) parcels that together constitute the project site. The total land area of the parcels measures approximately 1.56 acres, and it is situated at the northeast corner of West Foothill Boulevard and North Miller Avenue. The site is located within the City’s West End Light Industrial District (DWL) and has a General Plan land use designation of Light Industrial.
The DWL designation is applied to areas of the City appropriate for a variety of manufacturing, industrial, and heavy commercial activities.
The subject property is shown on the map below:
The City, jointly with Azusa Light and Water, is in the process of obtaining the parcels from the Successor Agency, pending final approval by the County Oversight Board. The property has been vacant for several years and the proposed actions are consistent with the City’s Long Range Property Management Plan.
Approval of ENA with Clean Future Partners SPV1, LLC
August 17, 2026
General ENA Terms
The proposed Exclusive Negotiating Agreement (“ENA”) will provide an initial one hundred eighty (180) day period during which the City and Clean Future Partners SPV1 LLC (“Developer”) will work exclusively and in good faith to evaluate the proposed development and negotiate the key business, legal, financial, technical, and operational terms necessary to determine whether the project should proceed. The ENA may be extended administratively for two additional ninety (90) day periods, as necessary, to allow the parties to complete due diligence, project planning, and negotiations.
During the ENA period, the parties will work toward establishing the framework for a potential Ground Lease and Development Agreement, including project design, financing, utility infrastructure, development responsibilities, operations and maintenance, economic terms, and long-term ownership of project improvements.
City responsibilities will generally include advancing acquisition of the property from the Successor Agency, coordinating utility infrastructure and service requirements with Azusa Light & Water, and initiating the applicable environmental review and development processes.
Developer responsibilities will generally include providing a deposit for eligible project-related costs, preparing conceptual and engineering plans, conducting due diligence, developing a financing plan, identifying the project ownership structure and equipment ownership, establishing an operations and maintenance plan, identifying potential users or tenants, and negotiating the proposed economic terms of the Ground Lease.
ENVIRONMENTAL DETERMINATION:
This action does not constitute a “project” as defined by the California Environmental Quality Act, as the activity involves entering into an agreement for exclusive negotiations on a prospective project, but does not create a commitment to a specific project (Public Resources § 21065; Guidelines § 15378). Future development of the project site would require review pursuant to the California Environmental Quality Act.
FISCAL IMPACT:
There is no fiscal impact associated with the approval of the subject ENA.
Prepared by: Reviewed and Approved by:
Lucy Demirjian Sergio Gonzalez
Senior Project Manager City Manager
Attachments:
1) Draft Exclusive Negotiating Agreement
4922-0389-4978 v1 Page 1 of 22
THE CITY OF AZUSA
EXCLUSIVE NEGOTIATION AGREEMENT
(Regional Zero-Emission Heavy-Duty Electric Vehicle Charging Hub) This EXCLUSIVE NEGOTIATION AGREEMENT (“Agreement”) is dated as of August 17, 2026, and is entered into by and between the City of Azusa, a California municipal corporation (“City”), and Clean Future Partners SPV1 LLC, or its approved affiliate or special purpose entity (“Developer”), to establish a specified period of time within which the Parties shall exclusively negotiate the terms of a Ground Lease and Development Agreement (“GLDA”) or Disposition and Development Agreement (“DDA”) (GLDA and DDA may be used interchangeably herein) for the development of a regional zero-emission heavy-duty electric vehicle charging hub and associated infrastructure on City-owned property.
The City and the Developer are sometimes referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
A. The City, which is in the process of acquiring from the Successor Agency of the former Redevelopment Agency of the City of Azusa, to be the owner of that certain real property located at 975 W. Foothill Blvd, Azusa (APNS: 8605-019-906 and 8605-019-907) as more specifically described in Exhibit A (the, “City Property”), which is attached hereto and incorporated herein by this reference;
B. The Property is strategically located adjacent to major freight and transportation corridors and is uniquely positioned to support regional and statewide zero-emission freight transportation initiatives.
C. Developer has submitted a proposal to finance, design, construct, operate and maintain a regional medium to heavy-duty electric vehicle charging hub (the “Project”), which may include, without limitation:
• Heavy-duty commercial vehicle charging
• Megawatt Charging System (MCS) infrastructure
• Battery Energy Storage Systems (BESS)
• Utility interconnection facilities
• Driver amenities
• Public charging infrastructure
• Future zero-emission transportation technologies
The conceptual Project is further described in Exhibit B.
D. The Parties acknowledge that the Project represents a significant public-private infrastructure investment intended to advance clean transportation, economic development, greenhouse gas reduction, and regional freight electrification.
E. The Parties acknowledge that the Project may evolve throughout the negotiation 4922-0389-4978 v1 Page 2 of 22
process as engineering, environmental review, utility coordination, financing, grant opportunities and market conditions are further evaluated.
F. The Parties desire to establish an exclusive period during which they shall negotiate in good faith toward execution of a mutually acceptable Ground Lease and Development Agreement, together with such ancillary agreements as may be necessary to facilitate development of the Project.
G. The Parties acknowledge that the following business terms remain subject to negotiation during the Exclusive Negotiation Period:
• Final legal description of the Property
• Ground lease term and escalating methodology
• Development Agreement for revenue sharing and participation with the City of Azusa • Power Purchase Agreement and escalating methodology with Azusa Light & Water • Preferred retail development to provide amenities for drivers and visitors alike • Ownership of improvements
• Ownership of charging equipment
• Ownership of utility infrastructure
• End-of-term disposition of improvements
• Financing and lender protections
• Performance guarantees
• Public benefit commitments
NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE PARTIES RELATING TO THE LEASE AND DEVELOPMENT OF THE CITY’S PROPERTY
AND THE PROMISES OF THE CITY AND THE DEVELOPER SET FORTH IN THIS AGREEMENT, THE CITY AND THE DEVELOPER HEREBY AGREE AS FOLLOWS:
1. Incorporation of Recitals. The Recitals of fact set-forth above are true and correct and are incorporated into this Agreement, in their entirety, by this reference.
2. Deposits.
(a) Concurrent with execution of this Agreement, Developer shall deposit One Hundred and Fifty Thousand Dollars ($150,000) with the City within 30 days (“Initial Deposit”) to reimburse City staff, consultants, legal counsel and technical advisors for costs incurred during the Exclusive Negotiation Period.
The Initial Deposit shall also constitute consideration for the City’s agreement to negotiate exclusively with Developer during the Negotiation Period.
Any unused balance shall, at Developer’s election, either: 1) be credited toward future Ground Lease consideration; or 2) be refunded upon expiration or termination of this Agreement. (b) Upon any extension of this Agreement, Developer shall provide additional funds to replenish the amount on deposit with the City back to One Hundred and Fifty Thousand Dollars ($150,000) “Extension Deposit.”
(c) Upon depletion of all deposits, Developer shall replenish the reimbursement 4922-0389-4978 v1 Page 3 of 22
account in increments of Twenty Thousand Dollars ($20,000) within ten (10) business days following written request by the City.
3. Term of Agreement.
(a) The rights and duties of the City and the Developer established by this Agreement shall commence on the first date on which all of the following have occurred (the “Effective Date”): (1) execution of this Agreement by the authorized representative(s) of the Developer and delivery of such executed Agreement to the City, (2) payment of the Initial Deposit to the City by the Developer, in accordance with Section 2(a), (3) approval of this Agreement by the City governing body and execution of this Agreement by the authorized representative(s) of the City and delivery of such fully executed Agreement to the Developer. The City shall deliver a fully executed counterpart original of this Agreement to the Developer, within ten (10) calendar days following the City governing body’s approval of this Agreement, if approved, and the execution of this Agreement by the authorized representative(s) of the City. This Agreement shall continue in effect for the period of One Hundred Eighty (180) consecutive calendar days immediately following the Effective Date (“Negotiation Period”), unless otherwise terminated or extended pursuant to the terms of this Agreement.
(b) The Negotiation Period may be extended upon the mutual written agreement of the City’s City Manager and the Developer for no more than two (2) additional consecutive Ninety (90) calendar day periods subject to its payment of the Extension Deposit set-forth in Section 2(b) above (the Extension Options). Notwithstanding the immediately preceding sentence or any other part of this Agreement, in no event shall the Negotiation Period exceed Three Hundred and Sixty (360) consecutive calendar days from the Effective Date. (c) This Agreement shall automatically expire and be of no further force or effect at the end of the Negotiation Period, unless, prior to that time, both the City and Developer approve and execute a Ground Lease and Development Agreement (GLDA) or Disposition and Development Agreement (DDA) with provisionsfor a Ground Lease, Revenue Sharing Provisions, Power Purchase Agreement and Letter of Intent (LOI) with retailer acceptable to both the City and Developer, in their respective sole and absolute discretion, in which case this Agreement will terminate on the effective date of such GLDA or DDA.
4. Obligations of Developer. During the Negotiation Period, pursuant to the attached Milestone Schedule (Exhibit C), Developer shall proceed diligently and in good faith to develop and submit the information necessary for the Parties to evaluate the feasibility of the Project and negotiate a mutually acceptable GLDA or DDA and related agreements and provisions as described in 3(c).
Developer shall provide, at a minimum, the following:
(a) Conceptual Development Plan
A conceptual site plan illustrating the proposed Project, including but not limited to:
• Heavy-duty charging facilities
• Megawatt Charging System (MCS) infrastructure, as applicable • Battery Energy Storage System (BESS)
• Utility interconnection facilities
4922-0389-4978 v1 Page 4 of 22
• Internal circulation and truck maneuvering
• Public access areas
• Fleet staging areas
• Buildings and driver amenities
• Landscaping, lighting and security improvements
• Future expansion areas, if applicable
The conceptual development plan shall be submitted to the City’s Planning Division for Preliminary Plan Review.
(b) Utility Infrastructure Plan
Developer shall prepare a preliminary utility infrastructure assessment identifying:
• Estimated electrical demand
• Proposed service voltage
• Estimated transformer requirements
• Distribution and transmission improvements
• Potential dedicated feeder requirements
• Battery Energy Storage integration
• Preliminary interconnection strategy
• Utility phasing plan
Developer acknowledges that all electrical infrastructure shall be subject to review and approval by Azusa Light & Water.
(c) Project Schedule
Developer shall prepare a preliminary project schedule identifying anticipated milestones including:
• Due diligence completion
• Environmental review
• Utility coordination
• Design completion
• Financing
• Permitting
• Construction commencement
• Commercial operation
•
(d) Financing Plan
Developer shall submit a preliminary financing plan describing anticipated sources of project financing, including:
• Equity
• Debt financing
4922-0389-4978 v1 Page 5 of 22
• Infrastructure funds
• Tax credit financing
• Public grants
• Other incentive programs
Nothing contained herein shall obligate either Party to secure grant funding. (e) Public Benefits
Developer shall prepare a summary describing anticipated public benefits, including where applicable:
• Greenhouse gas reductions
• Local workforce opportunities
• Regional economic development
• Public charging availability
• Educational partnerships
• Environmental sustainability
• Community benefits
• City fleet preferred discounted pricing
(f) Operations and Maintenance Plan
Developer shall submit a preliminary operations concept identifying:
• Ownership structure
• Operations responsibilities
• Maintenance responsibilities
• Customer access
• Hours of operation
• Security
• Emergency response coordination
• Long-term asset management.
(g) Environmental Review
Developer shall cooperate with the City in evaluating the environmental review process required for the Project, including preliminary CEQA strategy and anticipated technical studies.
Nothing contained herein shall constitute approval of any environmental document or entitlement.
The Parties acknowledge that the foregoing submittals are intended to facilitate negotiation of the Ground Lease and Development Agreement and may be modified throughout the Negotiation Period as additional information becomes available.
The Milestone Schedule attached as Exhibit C may be amended administratively by the City Manager with the written concurrence of Developer, provided that such amendments do not 4922-0389-4978 v1 Page 6 of 22
extend the Negotiation Period except as otherwise authorized under Section 3 of this Agreement.
5. Due Diligence Investigations. During the first ninety (90) days of the Negotiation Period, Developer may conduct Due Diligence Investigations at its sole cost and expense into any or all of the following:
(a) The City licenses, permits and authorizes the Developer to enter the Property for the sole purpose of conducting: the Due Diligence Investigations, at Developer’s sole cost and subject to all of the terms and conditions of this Agreement. The Developer shall not conduct any intrusive or destructive testing of any portion of the Property, other than low volume soil samples, geotechnical testing and environmental testing. Following the conduct of any Due Diligence Investigations on the Property, the Developer shall restore the Property to substantially its condition prior to the conduct of such Due Diligence Investigations. Due Diligence Investigations may include:
(i) Inspection of the physical condition of the Development Property; (ii) Environmental investigations and studies, which may include, a Phase I Environmental Assessment and/or a Phase II Environmental Assessment; (iii) Geotechnical investigations which may include, geotechnical, seismic, and both surface and subsurface soil conditions; and (iv) Civil engineering studies which may include survey, topographical grading, drainage and utility studies.
(v) Utility Investigations, including Existing electrical capacity, Distribution system analysis, Transmission requirements, Water and sewer service. Nothing contained herein shall obligate Azusa Light & Water to reserve electrical capacity or approve any utility improvements prior to execution of a definitive Ground Lease and Development Agreement and completion of all required utility studies
(vi) Electrical Engineering studies may include Maximum anticipated electrical demand, Charging load profile, Megawatt Charging System (MCS) requirements, Battery Energy Storage System integration, Renewable energy integration, Load management strategies, Future expansion capacity
(b) Any Due Diligence Investigations by the Developer shall not unreasonably disrupt any existing use or occupancy of the City’s Property or the operations of the City. Developer shall notify the City at least five (5) calendar days prior to such Due Diligence Investigations and shall provide City with a certificate of insurance and endorsement naming the City and Successor Agency as additional insured from a carrier licensed in the State of California with a Best's rating of "A:VIII" or better naming the City as an additional insured and evidencing the existence of liability coverage in an amount not less than ONE MILLION DOLLARS 1,000,000.00 insuring against any and all liability or damage for injury to persons and damage to property that might arise out of or be related to any work done by Developer. (c) The Developer shall defend, protect, indemnify and hold harmless the City, the Successor Agency to the Azusa Redevelopment Agency, against any and all claims associated with or related to Developer or Developer’s agents Due Diligence Investigations or presence on the 4922-0389-4978 v1 Page 7 of 22
Property, including but not limited to any accident, injury or damage whatsoever caused to any Person in or on the Property; provided, however, such indemnification shall not extend to Developer's mere discovery of pre-existing conditions at the Property or arising from the gross negligence or willful misconduct of the City and its employees, representatives and agents. (d) The Parties acknowledge that certain engineering analyses, proprietary charging technologies, financial models, software, and technical information generated during due diligence may constitute confidential commercial information.
Developer may clearly designate such materials as confidential where permitted by applicable law. Nothing herein shall limit the City’s obligations under the California Public Records Act. The City agrees to notify Developer of any Public Records Act request seeking disclosure of information identified by Developer as proprietary, thereby allowing Developer an opportunity to seek judicial protection prior to disclosure. (e) The Parties acknowledge that successful development of the Project will require close coordination with Azusa Light & Water.
During the Negotiation Period, Developer shall work cooperatively with the City’s utility to evaluate: Electrical infrastructure needs; Potential dedicated circuits; Distribution system upgrades; Construction phasing; Estimated utility costs; Long-lead equipment; Interconnection schedule.
Nothing contained in this Agreement shall be interpreted as obligating the City or Azusa Light & Water to fund or construct utility improvements absent a separate written agreement approved by the appropriate governing authority.
6. Negotiation of Ground Lease and Development Agreement. (a) During the Negotiation Period, the City and the Developer shall proceed diligently and in good faith to negotiate the terms and conditions of a mutually acceptable GLDA or DDA (“GLDA/DDA”), together with such ancillary agreements as may be necessary to facilitate the development, financing, construction, ownership, operation and maintenance of the Project. The City and the Developer shall generally cooperate with each other and supply such available documents and information as may be reasonably requested by the other to facilitate the conduct of the negotiations. Both the City and the Developer shall exercise commercially reasonable efforts to complete discussions relating to the terms and conditions of a GLDA/DDA and such other matters, as may be mutually acceptable to both the City and the Developer, in their respective sole discretion. The exact terms and conditions of a GLDA/DDA, if any, shall be determined during the course of these negotiations. Nothing in this Agreement shall be interpreted or construed to be a representation or agreement by either the City or the Developer that a mutually acceptable GLDA/DDA will be produced from negotiations under this Agreement. Nothing in this Agreement shall impose any obligation on either Party to agree to a definitive GLDA/DDA in the future. Nothing in this Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any proposed GLDA/DDA that may be negotiated by City staff and the Developer will be approved by the City governing body. The Developer acknowledges and agrees that the City’s consideration of any GLDA/DA is subject to the sole and absolute discretion of the City governing body and all legally required public hearings, public meetings, notices, factual findings and other determinations required by law.
4922-0389-4978 v1 Page 8 of 22
(b) Based upon Developer’s proposal the Parties have come to a tentative agreement on the following terms, subject to future negotiation during the Negotiation Period and any other additional terms developed during the Negotiation Period:
Preliminary Business Terms
The Parties acknowledge that the following business terms shall be negotiated during the Negotiation Period:
• Ground lease terms and escalating methodology
• Performance milestones
• Construction commencement deadlines
• Commercial operation deadlines
• Ownership of improvements
• Ownership of charging equipment
• Ownership of Battery Energy Storage Systems
• Utility improvements for dedicated six-megawatt dedicated service • Easement rights
• Public access requirements
• Community benefit commitments
• Environmental responsibilities
• Insurance requirements
• Default remedies
• Financing and lender protections
• End-of-term disposition of improvements
(c) Proposed Ground Lease Structure
The Parties presently anticipate negotiating a long-term ground lease with an initial term of 25 years with three (3) (25-year) extensions. However, the final lease term shall be determined through negotiations and approved by the City Council.
Nothing contained herein shall obligate the City to lease the Property until execution of the GLDA or DDA.
7. Management and Control of Developer and Assignment of Agreement. (a) The qualifications and identity of the Developer and its principals are of particular concern to the City, and form one of the basis for the City entering into this Agreement with the Developer for the development of the City’s Property. During the Negotiation Period, no voluntary or involuntary successor-in-interest of the Developer shall acquire any rights or powers under this Agreement with regard to the City’s Property, except as provided in Section 7(b). (b) With regard to the City’s Property, 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 7(d)) of the Developer, as well as any and all changes in the interest or the degree of Control of the Developer by any such person, of which information Developer or any of its shareholders, partners, members, directors, managers or officers are notified or may otherwise have knowledge or information. Upon the occurrence of 4922-0389-4978 v1 Page 9 of 22
any significant or material change, whether voluntary or involuntary, in ownership, management or Control of Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by the City, prior to the time of such change, the City may terminate this Agreement, without liability to Developer or any other person and refund any remaining deposit funds provided by Developer to the pursuant to Section 2(a), above, by sending written notice of termination to Developer, referencing this Section 7(a). (c) Developer may assign its rights under this Agreement relating to the City’s Property to an Affiliate (as defined in Section 7(d)), on the condition that such Affiliate expressly assumes all of the obligations of the Developer under this Agreement in a writing reasonably satisfactory to the City, and further provided that Clean Future Partners SPV1 LLC, a California limited liability company, shall, at all times, Control any such Affiliate and be responsible and obligated directly to the City for performance of the Developer’s obligations under this Agreement. (d) For the purposes of this Agreement, the term “Affiliate” means any person, directly or indirectly, controlling or controlled by or under common control with the Developer or any partner, whether by direct or indirect ownership of equity interests, by contract, or otherwise. For the purposes of this agreement, “Control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether by ownership of equity interests, by contract, or otherwise.
8. Obligations to Review Draft Agreements and Attend Meetings. (a) During the Negotiation Period, each Party shall diligently and promptly review and comment on draft versions of a GLDA and associated agreements provided by the other Party and, if the terms and conditions of such a GLDA are agreed upon between City staff and the Developer, the Developer shall submit the GLDA fully executed by the authorized representative(s) of the Developer to the City Manager for submission to the City governing body for review and approval or disapproval. Any future GLDA shall consist of terms and conditions acceptable to both the Developer and the City governing body, in their respective sole and absolute discretion. (b) During the Negotiation Period, the Developer shall also keep City staff advised on the progress of the Developer in performing its obligations under this Agreement, on a regular basis or as requested by City staff, including, without limitation, having one or more of the Developer’s employees or consultants who are knowledgeable regarding this Agreement, the design and planning of the Project and the progress of negotiation of a GLDA, such that such person(s) can meaningfully respond to City and/or City staff questions regarding the progress of the design and planning of the Project or the negotiation of a GLDA, attend both: (1) periodic meetings with City staff, as reasonably scheduled and requested by City staff during the Negotiation Period, and (2) meetings of the City governing body, when reasonably requested to do so by City staff.
9. Developer to Pay All Costs and Expenses. All fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by the Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or negotiation of a GLDA that may be undertaken by the Developer during the Negotiation Period, pursuant to or in reliance upon this Agreement or in the Developer's discretion, regarding any matter relating to a GLDA, the Property or the Project, shall be the sole responsibility of and undertaken at the sole cost and expense of the Developer and no such activity 4922-0389-4978 v1 Page 10 of 22
or matter shall be deemed to be undertaken for the benefit of or, at the expense of or in reliance upon the City. The Developer shall also pay all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City of any and all applications and other documents and information to be submitted to the City pursuant to this Agreement or otherwise associated with the Project. The City shall not be obligated to pay or reimburse any expenses, fees, charges or costs incurred by the Developer in pursuit of any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or negotiation of a GLDA that may be undertaken by the Developer during the Negotiation Period, whether or not this Agreement is, eventually, terminated or extended or a GLDA is entered into between the City and the Developer, in the future.
10. City Not To Negotiate With Others. During the Negotiation Period, the City and City staff shall not negotiate with any other person regarding the sale or redevelopment of the Property. The term “negotiate,” as used in this Agreement, means and refers to engaging in any discussions with a person other than the Developer, regardless of how initiated, with respect to the availability of the Property or that person’s redevelopment of the Property, without the Developer’s prior written consent. Developer acknowledges that City may receive and retain unsolicited offers regarding redevelopment of the Property, but shall not entertain any offer or negotiate with the proponent of any such offer during the Negotiation Period; provided, however, that the City may notify such proponent that it is a party to this Agreement. Developer acknowledges that the City is a public agency and subject to the provisions of the California Public Records Act, Government Code Section 7920.000 et seq (the “Act”). The City shall use its best efforts to inform Developer of any request for information received pursuant to the Act. If Developer believes the information requested is confidential, Developer may pursue a court order preventing the release of the requested information.
11. Acknowledgments and Reservations.
(a) The City and the Developer agree that, if this Agreement expires or is terminated for any reason, or a future GLDA is not approved and executed by both the City and Developer, for any reason, neither the City nor the Developer shall be under any obligation, nor have any liability to each other or any other person regarding the sale or other disposition of the Property or the redevelopment of the Project or the Property; provided, however, that in the event this Agreement terminates, the City shall return to the Developer within ten (10) business days of such termination any and all deposits due to be refunded pursuant to Section 2(a) of this Agreement. (b) The Developer acknowledges and agrees that no provision of this Agreement shall be deemed to be an offer by the City, nor an acceptance by the City of any offer or proposal from the Developer for the City to convey any estate or interest in the Property to the Developer or for the City to provide any financial or other assistance to the Developer for redevelopment of the Project or the Property.
(c) The Developer acknowledges and agrees that the Developer has not acquired, nor will acquire, by virtue of the terms of this Agreement, any legal or equitable interest in real or personal property from the City until a GLDA is executed and approved. (d) Certain development standards and design controls for the Project may be established between the Developer and the City, but it is understood and agreed between the City and the Developer that the Project and the redevelopment of the Property must conform to all City, 4922-0389-4978 v1 Page 11 of 22
City and other applicable governmental development, land use and architectural regulations and standards. Drawings, plans and specifications for the Project shall be subject to the approval of the City through the standard development application process for projects of this nature. Nothing in this Agreement shall be considered approval of any plans or specifications for the Project or of the Project itself by the City.
(e) The City reserves the right to reasonably obtain further available information and data to ascertain the ability and capacity of the Developer to acquire or lease, develop and operate the Property and/or the Project. The Developer acknowledges that it may be requested to make certain financial disclosures to the City, its staff, legal counsel or other consultants, as part of the financial due diligence investigations of the City relating to the potential sale of the Property and redevelopment of the Project on the Property by the Developer and that any such disclosures may become public records. The City shall maintain the confidentiality of financial information of the Developer to the extent allowed by law, as determined by the City Attorney.
12. Nondiscrimination. Developer shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in undertaking its obligations under this Agreement.
13. Limitation on Damages and Remedies.
(a) DEVELOPER AND THE CITY ACKNOWLEDGE THAT IT IS EXTREMELY
DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT
WOULD BE SUFFERED BY THE DEVELOPER UPON THE BREACH OF THIS AGREEMENT BY THE CITY. HAVING MADE DILIGENT BUT UNSUCCESSFUL
ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE DEVELOPER WOULD
SUFFER UPON THE BREACH OF THIS AGREEMENT BY THE CITY, THE DEVELOPER AND THE CITY AGREE THAT A REASONABLE ESTIMATE OF THE DEVELOPER’S DAMAGES IN SUCH EVENT IS TEN THOUSAND DOLLARS ($10,000) (THE “LIQUIDATED DAMAGES AMOUNT”). THEREFORE, UPON THE BREACH OF THIS
AGREEMENT BY THE CITY, THE CITY SHALL PAY THE LIQUIDATED DAMAGES AMOUNT TO THE DEVELOPER AND THIS AGREEMENT SHALL TERMINATE.
RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE THE DEVELOPER’S
SOLE AND EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY.
____________________
Initials of Authorized
Representative of City
____________________
Initials of Authorized
Representative of Developer
(b) THE CITY AND THE DEVELOPER EACH ACKNOWLEDGE AND AGREE
THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT, IF IT WERE
TO BE LIABLE TO THE DEVELOPER FOR ANY MONETARY DAMAGES, MONETARY
RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT. ACCORDINGLY, THE CITY AND THE DEVELOPER AGREE THAT THE DEVELOPER’S SOLE AND
EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH OF THIS AGREEMENT BY THE 4922-0389-4978 v1 Page 12 of 22
CITY IS TO TERMINATE THIS AGREEMENT AND RECEIVE THE LIQUIDATED DAMAGES AMOUNT.
(c) THE DEVELOPER ACKNOWLEDGES THAT IT IS AWARE OF THE
MEANING AND LEGAL EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST
IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.
(d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING, IT IS THE
INTENTION OF THE DEVELOPER TO BE BOUND BY THE LIMITATION ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 13, AND THE DEVELOPER
HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE CITY FOR MONETARY
DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR EQUITABLE RELIEF
RELATED TO ANY BREACH OF THIS AGREEMENT, EXCEPT RECEIPT OF THE
LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH RELEASED
CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. THE DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL OTHER STATUTES
AND JUDICIAL DECISIONS (WHETHER STATE OR FEDERAL) OF SIMILAR EFFECT
WITH REGARD TO THE LIMITATIONS ON DAMAGES AND REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 13. ____________________
Initials of Authorized
Representative of City
____________________
Initials of Authorized
Representative of Developer
14. Default.
(a) Failure or delay by either Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. If the Party who is receives notice of a default from the other Party cures, corrects or remedies the alleged default within fifteen (15) calendar days after receipt of written notice by the other Party specifying such default, such Party shall not be in default under this Agreement. The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period.
If there are less than fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 14(a) shall be automatically reduced to the number of days remaining in the Negotiation Period.
(b) The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without 4922-0389-4978 v1 Page 13 of 22
first delivering written notice of the default and allowing the applicable period to cure any such default as set forth in Section 13(a).
(c) Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
(d) If a default of either Party remains uncured for more than fifteen (15) calendar days following receipt of written notice of such default, a “breach” of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach. and, in the case of a breach by the City, the Developer shall also be entitled to receive the Liquidated Damages Amount.
15. Compliance with Law. The Developer acknowledges that any future DDA or PSA, if approved by the governing body of the City, will require the Developer (among other things) to carry out the development of the Project in conformity with all applicable laws, including all applicable building, planning and zoning laws, environmental laws, safety laws and federal and state labor and wage laws.
16. Press Releases. The Developer agrees to obtain the approval of the City Manager or his or her designee or successor in function of any press releases Developer may propose relating to the lease or redevelopment of the Property or negotiation of a DDA with the City, prior to publication. The rights and obligations in this provision shall not apply to leasing and marketing brochures and/or information distributed by email or placed online on a brokerage website or real estate website such as LoopNet.com.
17. Notice. All notices required under this Agreement shall be presented in person, by nationally recognized overnight delivery service or by facsimile and confirmed by first class certified or registered United States Mail, with return receipt requested, to the address and/or fax number for the Party set forth in this Section 17. Notice shall be deemed confirmed by United States Mail effective the third (3rd) business day after deposit with the United States Postal Service. Notice by personal service or nationally recognized overnight delivery service shall be effective upon delivery. Either Party may change its address for receipt of notices by notifying the other Party in writing. Delivery of notices to courtesy copy recipients shall not be required for valid notice to a Party
TO DEVELOPER:
COPY TO:
Clean Future Partners SPV1 LLC
2691 Richter Avenue
Irvine, CA 92612
Attention : Liguo Yu,
_________________
_________________
_________________
4922-0389-4978 v1 Page 14 of 22
TO CITY:
COPY TO:
City of Azusa
213 East Foothill Boulevard
Azusa, CA 91702
Attention: Sergio Gonzalez, City Manager
Burke, Williams & Sorensen, LLP
444 South Flower Street, 40th Floor
Los Angeles, CA 90071
Attention: Rachel H. Richman, City Attorney
18. Warranty Against Payment of Consideration for Agreement. The Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the purposes of this Section 0, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects, brokers and other consultants, when such fees are considered necessary by the Developer.
19. Acceptance of Agreement by Developer. The Developer shall acknowledge its acceptance of this Agreement by delivering to the City three (3) original counterpart executed copies of this Agreement signed by the authorized representative(s) of the Developer.
20. Counterpart Originals. This Agreement may be executed by the City and the Developer in multiple counterpart originals, all of which together shall constitute a single agreement.
21. No Third-Party Beneficiaries. Nothing in this Agreement is intended to benefit any person or entity other than the City or the Developer.
22. Governing Law. The City and the Developer acknowledge and agree that this Agreement was negotiated, entered into and is to be fully performed in the City of Azusa, California. The City and the Developer agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California, without application of such laws’ conflicts of laws principles.
23. Waivers. No waiver of any breach of any term or condition contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach of such term or condition, or of any other term or condition contained in this Agreement. No extension of the time for performance of any obligation or act, no waiver of any term or condition of this Agreement, nor any modification of this Agreement shall be enforceable against the City or the Developer, unless made in writing and executed by both the City and the Developer.
24. Construction. Headings at the beginning of each section and sub-section of this Agreement are solely for the convenience of reference of the City and the Developer and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one or the other of the City or the Developer, but rather as if both the City and the Developer prepared this Agreement. Unless otherwise 4922-0389-4978 v1 Page 15 of 22
indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to this Agreement and incorporated into this Agreement by this reference.
If the date on which the City or the Developer is required to take any action pursuant to the terms of this Agreement is not a business day of the City, the action shall be taken on the next succeeding business day of the City.
25. Attorneys’ Fees. If either Party hereto files any action or brings any action or proceeding against the other arising out of this Agreement, then the prevailing Party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorneys’ fees as fixed by the court, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys’ fees. For the purposes hereof the words “reasonable attorneys’ fees” mean and include, in the case of either Party, salaries and expenses of the lawyers working for or employed by such Party (allocated on an hourly basis) to the extent they provide legal services to such Party in connection with the representation of that Party in any such matter.
26. Timeline and Amendments. City and Developer acknowledge and agree that all submittals required by this Agreement shall be made pursuant to the schedule attached hereto as Exhibit “C.” Exhibit “C” may be amended administratively by City Manager with the concurrence of Developer; provided that the timeline does not exceed the Negotiation Period. [Signatures on following page]
4922-0389-4978 v1 Page 16 of 22
THE CITY OF AZUSA
EXCLUSIVE NEGOTIATION AGREEMENT
(975 W. Foothill Blvd.)
IN WITNESS WHEREOF, the City and the Developer have executed this Negotiation Agreement on the dates indicated next to each of the signatures of their authorized representatives, as appear below.
DEVELOPER
Dated:
Dated:
Clean Future Partners SPV1 LLC
By:
Liguo Yu, Chief Executive Officer
By:
Its:
__________________________________
CITY
Dated:
CITY OF AZUSA
By:
Sergio Gonzalez, City Manager
Dated:
Dated: __________________________
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
45635.01860\33961913.8
EXHIBIT A
4922-0389-4978 v1
EXHIBIT “A”
TO
EXCLUSIVE NEGOTIATION AGREEMENT
Property Legal Description
ALL THAT CERTAIN REAL PROPERTY IS SITUATED IN THE CITY OF AZUSA, THE
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
PARCELS 1 AND 2 OF PARCEL MAP, IN THE CITY OF AZUSA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2 PAGE 9 OF PARCEL MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
ASSESSOR’S PARCEL NUMBER(S): 8605-019-906 AND 8605-019-907 [Platt To Be Attached Behind This Page]
4922-0389-4978 v1
EXHIBIT “B”
TO
EXCLUSIVE NEGOTIATION AGREEMENT
Project Description
The proposed Project consists of the planning, financing, design, permitting, construction, operation, maintenance, and long-term management of a regional zero-emission transportation and energy infrastructure hub on City-owned property. The Project is intended to serve as one of Southern California’s premier commercial electric vehicle charging facilities supporting the transition of medium-duty and heavy-duty freight transportation to zero-emission technologies while also providing public charging opportunities and supporting infrastructure for passenger vehicles.
The Parties acknowledge that the Project described herein is conceptual in nature and that the final design, configuration, equipment selection, operational characteristics, and construction phasing may be modified throughout the entitlement and design process.
The Project is expected to include a network of direct current fast charging equipment capable of serving commercial fleets, freight operators, transit vehicles, municipal fleets, and other zeroemission commercial vehicles. Charging equipment may include Megawatt Charging System (MCS) technology, Combined Charging System (CCS), North American Charging Standard (NACS), or other charging technologies that become commercially available during the development or operational life of the Project. The Developer shall retain flexibility to incorporate future charging technologies and equipment as industry standards evolve, provided such modifications remain consistent with applicable permits and regulatory approvals.
The Project may also include publicly accessible electric vehicle charging infrastructure intended to serve passenger vehicles, rideshare vehicles, municipal vehicles, and other members of the public. The location, quantity, charging speeds, and operating characteristics of such charging equipment shall be determined during final design.
Recognizing the substantial electrical demand associated with large-scale electric vehicle charging, the Project is expected to include significant electrical infrastructure improvements necessary to support long-term operation of the facility. Such improvements may include dedicated electrical feeders, substations, transformers, switchgear, underground distribution systems, electrical protection equipment, communications infrastructure, supervisory control systems, energy management software, and other utility-related improvements necessary to safely and reliably serve the Project.
The Project may further include Battery Energy Storage Systems (“BESS”) designed to improve grid reliability, reduce peak electrical demand, optimize charging operations, integrate renewable energy resources, and improve resiliency during electrical outages. Battery storage facilities may include associated transformers, inverter systems, thermal management equipment, fire 4922-0389-4978 v1
suppression systems, monitoring equipment, and supporting infrastructure consistent with applicable codes and utility requirements.
Where technically and economically feasible, the Project may incorporate renewable energy generation including photovoltaic solar systems installed on parking canopies, buildings, or other suitable improvements. Renewable energy systems may be integrated with battery storage and energy management systems to maximize operational efficiency and reduce greenhouse gas emissions.
The Project may include commercial buildings and supporting improvements necessary to serve customers, employees, and fleet operators. Such improvements may include driver lounges, restrooms, food service, convenience retail, office space, fleet dispatch facilities, equipment storage, maintenance facilities, customer service areas, administrative offices, security facilities, landscaping, parking areas, lighting, signage, stormwater improvements, fencing, pedestrian improvements, and other customary site improvements.
The Project shall be designed to accommodate future expansion as electric vehicle adoption increases and electrical infrastructure becomes available. The Parties acknowledge that additional charging equipment, battery storage, renewable energy facilities, fleet support facilities, and complementary commercial uses may be added during future phases of development subject to City approval and the terms of the Ground Lease and Development Agreement.
Developer shall be responsible for obtaining all governmental approvals necessary for construction and operation of the Project, including environmental review, planning approvals, building permits, utility approvals, and any permits required by federal, state, regional, or local agencies.
Nothing contained in this Exhibit shall constitute approval of any specific site plan, development proposal, or entitlement.
The Parties further acknowledge that the Project is intended to serve important public purposes by supporting California’s clean transportation objectives, improving regional freight electrification, reducing greenhouse gas emissions, enhancing regional air quality, promoting economic development, creating employment opportunities, expanding public charging infrastructure, improving electrical infrastructure within the City, and positioning the City of Azusa as a regional leader in advanced transportation technologies.
4922-0389-4978 v1
EXHIBIT “C”
TO
EXCLUSIVE NEGOTIATION AGREEMENT
Timeline and Milestones
The Parties acknowledge that successful completion of the Project will require substantial coordination between the Developer, the City, Azusa Light & Water, financing partners, and other stakeholders. Accordingly, the following milestones shall guide the activities of the Parties during the Exclusive Negotiation Period. The City Manager may approve reasonable modifications to the sequence or timing of these milestones, provided such modifications do not extend the Negotiation Period unless otherwise authorized by this Agreement.
Milestone Description
Within 30 Days of Effective Date of ENA
The Parties shall conduct a formal project kickoff meeting to establish communication protocols, identify key project personnel, review anticipated project objectives, confirm the overall development schedule, and establish procedures for coordination among City departments. During this initial period, Developer shall submit a preliminary conceptual site plan illustrating the general location of charging infrastructure, electrical facilities, circulation, parking, buildings, and major site improvements. Developer shall also identify its project team, including engineers, architects, environmental consultants, legal counsel, financial advisors, and principal development representatives. Developer shall deposit One Hundred and Fifty Thousand Dollars ($150,000) with the City within 30 days (“Initial Deposit”) to reimburse City staff, consultants, legal counsel and technical advisors for costs incurred during the Exclusive Negotiation Period.
Within 45 Days of Effective Date of ENA
Developer shall initiate preliminary coordination with Azusa Light & Water regarding anticipated electrical service requirements, potential interconnection strategies, estimated electrical demand, and longterm utility planning. Developer shall also provide an initial summary describing the proposed Project, anticipated development phases, conceptual operating plan, and preliminary public benefits associated with the Project.
Within 60 Days of Effective Date of ENA
Developer shall submit preliminary engineering studies evaluating the physical suitability of the Property for development. Such studies shall include available topographic information, geotechnical evaluations, preliminary grading concepts, utility investigations, drainage considerations, and conceptual electrical infrastructure requirements. Developer shall provide the City with a preliminary electrical demand analysis identifying anticipated connected load, estimated charging demand, proposed transformer requirements, battery storage integration, and potential distribution system improvements necessary to support Project operations.
4922-0389-4978 v1
Developer shall also provide a preliminary financial plan describing anticipated sources of equity, debt financing, grant funding, tax incentives, infrastructure financing, and other capital resources expected to be utilized for development of the Project. Developer shall submit a preliminary construction schedule identifying major development phases, anticipated permitting activities, procurement schedules, utility improvements, construction sequencing, and estimated commencement of commercial operations.
During this period, Developer shall identify anticipated environmental review requirements, provide a preliminary CEQA strategy, identify major permitting agencies, summarize anticipated regulatory approvals, and begin preparation of environmental technical studies as appropriate.
Within 90 Days of Effective Date of ENA
The Parties shall begin preparation of the Ground Lease and Development Agreement incorporating the principal business terms negotiated during the Exclusive Negotiation Period. Developer shall provide fifty percent (50%) completion of engineering designs, refined project schedules, revised financial information, and detailed utility coordination plans sufficient to support negotiation of the definitive project agreements.
Developer shall also provide preliminary operations and maintenance plans describing long-term ownership, facility management, maintenance responsibilities, customer access policies, security measures, emergency response procedures, and anticipated staffing requirements. During this period, Developer shall present a summary of anticipated public benefits, workforce opportunities, economic impacts, and community investment associated with the Project.
Within 120 Days of Effective Date of ENA
The Parties shall endeavor to complete negotiation of all major business terms necessary for consideration of the Ground Lease and Development Agreement by the City Council. Developer shall submit final conceptual plans, updated financial information, revised construction schedules, ownership documentation of necessary equipment, Power Purchase Agreement (PPA) with Azusa Light & Water, and any additional information reasonably requested by the City to support consideration of the proposed transaction.
Within 150 Days of Effective Date of ENA
Developer shall provide seventy-five percent (75%) completion of engineering designs and traffic analysis of the Property for development. The engineering designs and traffic analysis shall be prepared in sufficient detail to facilitate negotiation of the Ground Lease and Development Agreement and to support the evaluation of the feasibility and implementation of the Project.
Within 180 Days of Effective Date of ENA
Developer shall provide one hundred percent (100%) completion of engineering designs of the Property and final Power Purchase Agreement (PPA) with Azusa Light & Water for development. The engineering designs and executed Power Negotiated Purchase Agreement shall be provided in sufficient detail to support final negotiation and execution of the Ground Lease and Development Agreement and to demonstrate the technical and commercial feasibility of the Project for implementation.
If additional time is required to complete utility studies, finalize financing commitments, complete environmental review, negotiate grant funding, or resolve other significant business matters, the Parties may mutually agree to extend the Exclusive Negotiation Period pursuant to Section 3 of the Agreement. 4922-0389-4978 v1
During any extension period, Developer shall continue to diligently pursue completion of all remaining milestones, including execution of utility coordination agreements, completion of environmental studies, finalization of financing commitments, negotiation of remaining commercial terms, and preparation of final agreements for City Council consideration.
The Developer acknowledges that pursuant to this ENA any future GLDA or DDA will include a Ground Lease and Development Agreement agreed shall include: a Negotiated Longterm Ground Lease, Development Agreement with Revenue Sharing Provision with the City of Azusa, A Negotiated Power Purchase Agreement with Azusa Light & Water and a Letter of Intent (LOI) with retailer acceptable to both the City and Developer.
The Parties acknowledge that the milestone schedule established herein is intended to promote timely and orderly progress toward execution of the GLDA or DDA while recognizing the complexity of developing a regional heavy-duty electric vehicle charging and energy infrastructure facility. The Parties further acknowledge that completion of any milestone shall not constitute City approval of any aspect of the Project unless specifically approved by the City Council pursuant to applicable law.