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HomeMy WebLinkAboutGuillon, Inc. 2017-09-20C L -t -. A/C f -1 1$ - / ,2 L- I�,XCLUSIVE NEGOTIATING AGREEMENT (City of Ukiah and Guillon Inc.) This Exclusive Negotiating Agreement (-Agrecment") is made as of S_TN1 .2017 (the. "Agreement Date"), between the City of I'kiah, a municipal corporation, as the City of Ukiah Housing Successor ("Owner") and Guillon Inc., a California corporation ("Developer"). REC I I MA LS: A. Irhe ONvner is the tee owner of the fol loving parcels of real property located in the City of' lJkiah: Assessor's Parcel Nos. 002-1 53-30 and 002-153-04 (collectively, the "Property"). B. The Owner desires to support the development of market -rate housing on the Property. The Owner has contacted the Developer as the potential developer of such housin;.. C. The parties are entering into this Agreement to allow the Developer to determine the feasibility otdeveloping housing on the Property. For gond and valuable consideration. the Owner and the Developer agree as follows: 1. _4_,g_reenlent.10_Nggobte-- The Owner and the Developer agree that for the Term of this A,reemcnt. they -shall negotiate diligently and in good faith to determine the feasibility and terms of the Developers acquisition of the Property and the ownership, development and operation of the Development on the Property. During the 'I erm, the Owner agrees to negotiate exclusively with the Developer, and not with any other person or entity, with regard to the disposition and development of the Property. �. I crui. rhe term of this Agreement ('Term") shall begin on the Agreement Date and shall terminate at 5:00 p.m. on the first anniversary, of such date. rhe Term may he extended by the Mutual consent of the parties by a written amendment to this .-agreement. 3. P QPPP epi, llevelopmient. The Developer would develop at least 20 market -rate rental units, each together vyith related amenities (the "Development*'), on the Property. 'I he parties understand that the scope ofthe Development will be updated and relined based on the activities undertaken during the Term of this Agreement. 4. Disposition of the Propel. If O\Nner and Developer successfully negotiate and ether an agreement fir the disposition and development of the Property, the Owner agrees to a 50 -year lease. Owner agrees to lease the property to the Developer for $42,667 per year for the first ten years and further defined in the attached rent schedule for the entire lease term. At no time during these first 12 years shall the Developer be allowed to I \ \ 1'kmh-t it Ilon 2o 17 purchase the Property. upon the expiration of 12 -"ear terns, the Developer shall ha"e a 20 -"ear option to purchase the property at 10% of the Fair Market Value of the entire development. as determined by a inLitual]—agreed -upon Appraisal. to be performed in the purchase Near. 4. Scope of Ncuotiations. During the Term. the parties shall negotiate in good faith the terms of it Lease Purchase Agreement, consistent with this FMA. that includes plans tier the development of residential dwelling units on the Leased Premises that comply cc itil the C'it"',, building and development standards and which are approved in accordance with the City's 1,cneralh applicable procedures. 6. 'l ermination of Negotiations. Hat an" time prior to expiration of the Term the Developer determines, in good faith, that it does not desire to construct the Development, then the Developer party may terminate this agreement upon written notice to the Owner. 7.l;xpiration. I f as of the expiration of the Term the parties have not entered into the NIOU or extended the Term pursuant to Section 2, then this Agreement shall terminate as of the expiration of the Term. 8. Costs and Expenses. Each party shall be responsible for its own costs and expenses in connection with any activities and negotiations undertaken in connection with the perturmance of its obligations wider this Agreement, and agrees that it shall receive no compensation from the other party tier any activities performed in connection with this Agreement. 9. notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail. postage prepaid, return receipt requested, or electronic mail, shall be deemed received upon (i) ifpersonally delivered, the date ofdelivery to the address ofthe person to receive Stich notice, (ii) i f mailed. three O) business days atter the date of posting by the United Statrs post office. (iii) if ­Pen by electronic mail. when sent, or (d) ifdclivcred by overnight deliver\ one ( l ) business day- alter mailing. Any notice, request. demand, direction or other communication sent by electronic mail must be confirmed bti letter mailed or delivered "vithin INNo (2) business days of such electronic mail notice in accordance with subsection (1) or (ii). l o (honer: The City of Ukiah X00 Seminary Avenue Ukiah, CA 95.82 Attn: Sage Sangiacorno. City Manager Email: ssangiaconno�a-;cityotilkiah.co►n To Developer: Guillorl lnc. 25 0 Lakewest Drive, Suite 5O Chico. CA 95928 Attn: Doug Guillon. President Email: doug u;guilloninC.com 1.V,% 1 1,1ah-i';w16a12(117 1 U. Default_ Failure by either party to negotiate in good faith or to perform any other Of its duties as provided in thi.5 Agreement shall constitute an event of default under this .-segment. The non -defaulting party shall give written notice of default to the defaulting party, specifying; the nature of the default and the action required to cure the default. I f the default remains uncured ten (10) days after the date of such notice, then the sole remedy of the non -defaulting party shall be to terminate this Agreement. Following such termination, neither party shall have any further rights, remedies or obligations under this Agreement. Except with respect to Developer's obligating to provide due diligence information to Owner. neither party shall have any liability to the other for monetary damages or specific performance for the breach of this Agreement, and each party hereby vkaives and releases any such rights or claims it may otherwise have at law or at eduity. 1 I. Thnc_of F,ssence. `] ime is of the essence in the performance of this i\-reement I?. }entire Agreement, This Agreement constitute the entire understanding and agreement of the parties with respect to the development of the Property, integrates all of' the terms and conditions mentioned herein or incidental hereto. and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. 1 3. Counterparts. This Agreement may be executed in counterparts. Signatures on Follokving Page In witness whereof, the pat -ties have executed this Aurcemen! as of the A-reement Dd,tc. Z� L_ THE CITY OF UKIAH. a municipal corporation By Titlle: C-1 Ty __/AA t,4 Appro,,5¢lo lbrill: Ultv GTUILLON INC.. a California corporatiop. fly. _-- r -- o� - / -7 Kent Schedule Annual land lease payments for years: 1-10 $42,667 — 4.1625% x $1,025.000 Annual land lease payments i6r years: 11-12 $58,042 _ 5.5663°o x $1.025.000 AnnUal land lease payments for years: 13-20 $56,.375 -= 5.>°/ x $1.025,000 Annual land lease payments for years: ? 1-30 "71,750 = 7° o x $1,1125,000 Annual land lease payments for years: 31-40 fi87,125 = 8.501n x $1.025,000 Annual land lease payments for years: 41-50 S 102, 500 — 10% x $1,025.000 Option to either extend lease Ior an additional 20 vears and/or huyout shall he negotiated.