HomeMy WebLinkAboutDanco 2019-11-15 C6 kA 18'l� - I IS
EXCLUSIVE NEGOTIATING AGREEMENT
(City of Ukiah and Danco Communities)
This Exclusive Negotiating Agreement("Agreement")is made as of
November 15 ,2019(the"Agreement Date"'), between the City of Ukiah,a
municipal corporation,as the City of Ukiah Housing Successor("Owner")and Danco
Communities,a California corporation("Developer'l.
RECITALS:
A. The Owner is the fee owner of the following parcels of real property
located in the City of Ukiah: Assessor's Parcel Nos. 003-040-77,78,79 (collectively,the
"Property').
B. The Owner desires to support the development of a mixed-use project on
the Property. Developer has the qualifications and experience to develop such a project.
C. The Owner acquired the Property using funds set aside for low income
housing.The feasibility of the Project will include terms that assure the recovery of the
Owner's investment and a reasonable interest rate to allow Owner to use the full value of
its investment for low income housing in compliance with legal requirements,when
Developer acquires fee title to the Property from Owner.
D. The parties are entering into this Agreement to allow the Developer and the
Owner to determine the feasibility of developing a mixed-use project on the Property.
For good and valuable consideration,the Owner and the Developer agree as
follows:
1. A ment to Ne otiate. The Owner and the Developer agree that for the Term of
this Agreement,they shall negotiate diligently and in good faith to determine the
feasibility and terms of the Developer's acquisition of the Property and the ownership,
development and operation of the Development on the Property. During the Term,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.
2. Term. The term of this Agreement("Term")shall begin on the Agreement Date
and shall terminate at 5:00 p.m.���consent of the parties by a written amn-month anniversary of such ente.dmen to
Term may be extended by the m
this Agreement.
3. Proposed Devel pment. The Developer will determine the feasibility of
developing a combination of commercial and residential units on the Property,which may
include market-rate or affordable housing units,or a combination thereof,in addition to
commercial sites,each together with related amenities(the"Development").The parties
DMO Co=unisias—Ukiah ENA 2019 1
understand that the scope of the Development will be updated and refined based on the
activities undertaken during the Term of this Agreement.
4. ScoQe of Nesotiations. During the Term,the parties shall negotiate in good faith
the terms of a Long-Term Lease or Lease Purchase Agreement,consistent with this ENA,
that includes plans for the development of commercial and residential units on the Leased
Premises that comply with the City's building and development standards and which are
approved in accordance with the City's generally applicable procedures.
5. Due Diligence Information.Developer shall provide to Owner at regular intervals during
the term of this Agreement,not to exceed sixty(60)days,and upon termination of this Agreement,
any and all information or analysis acquired or performed by Developer in the course of
investigating the Project's feasibility or negotiating the terms of a Long-Term Lease or Lease
Purchase Agreement.To the extent allowed by law,Owner shall maintain the confidentiality of
such information and shall only disclose it as necessary to perform under this Agreement or to
pursue development of the Property in the event this Agreement terminates under Sections 6,7 or
10.
6. Termination of Negotiations. If at any 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 may terminate this Agreement upon written notice to the Owner.
7. EUiration,. If,as of the expiration of the Tenn,the parties have not entered into a
Long-Term Lease or Lease Purchase Agreement or extended the Term pursuant to Section
2,then this Agreement shall terminate as of the expiration of the Term.
S. 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 performance of its obligations under this Agreement,and agrees that it shall receive no
compensation from the other party for any activities performed in connection with this
Agreement.
9. NN tires. All notices or other communications required or permitted hereunder
shall be in writing and shall be deemed to have been given when delivered personally,by
overnight courier or certified U.S.Mail,telefaxed or emailed (if receipt acknowledged)or
48 hours after deposited into the United States mail with proper first-class postage affixed
thereto and addressed as follows:
To Owner: The City of Ukiah
300 Seminary Avenue
Ukiah,CA 95482
Attn: Sage Sangiacomo,City Manager
Email: ssangiacomo@cityofukiah.com
Dw=Communities—Ukiah ENA 2019 2
To Developer: Danco Communities
5251 Ericson Way
Arcata,CA 95521
Attn: Chris Dart,Vice President/Secretary
Email: cdart@danco-group.com
Either party can change the above addresses by giving notice of the change as provided in
this Section 9.
10. Default. Failure by either party to negotiate in good faith or to perform any other
of its duties as provided in this Agreement shall constitute an event of default under this
Agreement. The non-defaulting party shall give written notice of a default to the
defaulting party,specifying the nature of the default and the action required to cure the
default. If the default remains uncured ten(10)days atter 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 obligation to provide due diligence
information to Owner under Section 5,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 waives and releases any such rights or claims it may otherwise have at law or
in equity.
11. Time of Essence. Time is of the essence in the performance of this Agreement.
12. Entire Agreement.This Agreement constitutes 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
13. Counterparts. This Agreement may be executed in duplicate each with original
signatures or in counterparts. A copy with counterpart original signatures or an executed
copy with original signatures shall be admissible in any administrative or judicial
proceeding as evidence of the terms of this Agreement.
Signatures on Following Page
Do=Communities—Ukiah ENA 2019 3
In witness whereof, the parties have executed this Agreement as of the Agreement
Date.
THE CITY OF UKIAH,
a municipal corporation
By: - - — -
Title: Sa e S-tA!q%gi CrnCa O Ma e-r-
Approved as to form:
City Attorney
DANC IES. a California corporation
By
Title: Chris Dart, Vice President/Secretary of Danco
Communities
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