HomeMy WebLinkAboutGuillon, Inc. 2018-05-010 -(,L. IVO. 17 l � - ;?-;2- (a
CONDITIONAL APPROVAL AGREEMENT
This Agreement is made and entered in Ukiah, California on May i , 2018 ("Effective
Date"), between Guillon, Inc. ("Guillon"), a California corporation, and the City of Ukiah
("City"), a general law municipal corporation.
RECITALS:
1. Guillon has applied for a site development permit to construct an apartment complex
on Mendocino County Assessor's Parcel Numbers ("APNs"): 002-153-30 and 002-153-04 ("the
Property") under a Lease Agreement with Option to Purchase between California Butte Creek
Property Corporation as 1031 exchange accommodator for Guillon and the City.
2. The City Council has introduced a zoning ordinance ("the Ordinance") that will
increase the density of residential units allowed on the Property.
3. Guillon has requested the City to continue processing its application for the site
development permit, pending the Ordinance being adopted and effective and agrees that any
approval of the site development permit by the City Planning Commission or City Council will
be conditioned on the Ordinance becoming effective.
4. The City has agreed to process the site development permit and any other related
actions required for the development of the apartment complex on condition that Guillon fully
assumes the risk of proceeding with its application before the Ordinance becomes effective.
AGREEMENT:
In reliance upon the above -recitals and the terms and conditions as set forth in this
Agreement, the parties agree as follows.
1. Any action to approve the site development permit is conditioned on the Ordinance
becoming effective.
2. Guillon fully assumes the risk that the Ordinance may not become effective for any
reason, including, but not limited to, the failure of the City Council to adopt the ordinance or a
legal proceeding challenging the City's compliance with the California Environmental Quality
Act ("CEQA") or the Ordinance. Guillon agrees to make no claim against the City and waives
and releases the City from any liability to Guillon or any subsidiary or related company or
individual arising from the processing of the site development permit before the Ordinance
becomes effective.
3. Guillon agrees to assume the expense of defending any administrative or legal
proceeding challenging this agreement, the decision to process the site development permit
before the Ordinance becomes effective, the City's compliance with CEQA in connection with
approving the Ordinance or the site development permit or the site development permit. Guillon
shall either provide the defense through legal counsel approved by the City or by advancing the
fees of attorneys and all other litigation expenses incurred by City to defend these decisions. The
City shall have no obligation to incur attorneys' fees or litigation expenses to defend these
decisions, if Guillon fails to provide the legal defense or to advance the fees and expenses of the
City as required by this Agreement.
4. This Agreement sets forth the entire understanding between the parties concerning the
processing of the site development permit before the Ordinance becomes effective.
5. If any term of this Agreement is held invalid by a court of competent jurisdiction, the
remainder of this Agreement shall remain in effect.
6. This Agreement may be executed and delivered by email or other electronic
transmission, and in more than one counterpart, each of which shall be deemed an original, and
all of which together shall constitute one and the same instrument. When so executed, the
executed agreement shall be deemed an original admissible as evidence in any administrative or
judicial proceeding to prove the terms and content of this Agreement.
WHEREFORE, the parties have entered this Agreement on the Effective Date.
CITY OF UKIAH
By:
;a Krngi omo, City Manager
ATTEST:
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Kristine Lawler, City Clerk
GUILLON, INC.
By: T
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