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HomeMy WebLinkAboutPEP Housing 2024-11-08COU No. 2425-113 Agreement, they shall negotiate diligently and in good faith to determine the feasibility and terms of the Developer's acquisition of property or properties and the ownership, development and operation of the Development on the selected property or properties. During the Term the City 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. on the first anniversary of such date. The Term may be extended by the mutual consent of the parties by a written amendment to this Agreement. 3. Proposed Development. The Developer would develop at least 5, and hopefully more, affordable senior rental units, together with related amenities (the "Development"),on the Property. The parties understand that the scope of the Development will be updated and refined based on the activities undertaken during the Term of this Agreement. 4. Disposition and Development of the Property. If City and Developer successfully negotiate and enter an agreement for the purchase and development of a property or properties, the City agrees to purchase the property or properties and transfer the property or properties to the Developer as part of a loan agreement with terms of 3% interest deferred for up to 45 years. The property or properties will include affordable housing deed restrictions, a regulatory agreement, and other restrictions as required by the California Department of Housing and Community Development (HCD) as a condition of the funding source for the PIP and/or PLHA grants to the City, for a period of at least 45 years. 5. Scope of Negotiations. During the Term,the parties shall negotiate in good faith with the intention of developing a memorandum of understanding ("MOU") outlining their respective rights and obligations with respect to the Development. The parties anticipate that the MOU will address the following responsibilities, in addition to such other provisions as desired by either or both parties: (a) A determination of the type of housing to be constructed (rental or for- sale), the number of units, and restrictions on the income levels of potential residents; (b) The process for determining the design of the Development; (c) The process and responsibility for conducting community outreach efforts for support of the Development; (d) The process and responsibility for obtaining necessary governmental approvals and entitlements for the development of the property or properties, including any necessary environmental review, land use or zoning approvals; (e) The process and responsibility for subdividing the property or properties, if required in order to develop and finance the Development; (f) Determining the cost and financing structure (including anticipated sources and amounts) for the Development; and ENA Ukiah-PEP Housing 2024-1 2 (g) A schedule for each of the foregoing responsibilities. 6. Due Diligence Information. (a) The City shall provide to the Developer all due diligence materials prepared or obtained by or on the City's behalf with respect to the selected property or properties, including but not limited to any environmental, geotechnical, soils or other reports regarding such property. (b) During the Term, the Developer and its agents, employees, and consultants may perform all commercially reasonable due diligence activities with respect to the property or properties, including but not limited to reviewing the condition of title and entering the property or properties to perform inspections,tests and appraisals, including invasive testing, and to make any other investigations necessary to determine if the property or properties are suitable, in the Developer's sole discretion, for the proposed development of the property or properties. The Developer shall provide to the City all information acquired or prepared by Developer in performing its due diligence. (c) The Developer shall indemnify, hold harmless and defend the City from and against any and all claims, demands, losses, liabilities, damages (including foreseeable and unforeseeable consequential damages), costs, liens, obligations, interest, injuries,penalties, fines, lawsuits and other proceedings,judgments and awards and costs and expenses ("Losses") arising out of the Developer's actions under this Section 6. The Developer's obligations under this section shall not apply to the extent that any Losses are caused by the sole and active negligence or misconduct of the City. The provisions of this Section 6(c) shall survive the termination of this Agreement. 7. 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 City. 8 Expiration. If as of the expiration of the Term the parties have not entered into the MOU or extended the Term pursuant to Section 2,then this Agreement shall terminate as of the expiration of the Term. 9. 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. 10. Notices. All notices and any other communications permitted or required under this Agreement must be in writing and will be effective (a) immediately upon delivery in person or by facsimile, or upon delivery to the recipient if attached to an email communication; (b) on the date of delivery, as evidenced by the records of the courier, if deposited with a nationally- recognized commercial courier for overnight delivery, provided delivery is made during regular ENA Ukiah-PEP Housing 2024-1 3 business hours or receipt is acknowledged by a person reasonably believed by the delivering parry to be employed by the recipient; or(c) on the date indicated on the return receipt, if deposited with the United States Postal Service, certified mail, return receipt requested,postage prepaid. Any notice to be given by any party hereto may be given by the counsel for such party. All notices must be properly addressed and delivered to the parties at the addresses set forth below, or at such other addresses as either party may subsequently designate by written notice given in the manner provided in this section and a copy of all notices and other communications shall be delivered by email: To City: City of Ukiah 300 Seminary Avenue Ukiah, CA 95482 Attn: Sage Sangiacomo Email: Ssangiacomo@cityofukiah.com To Developer: PEP Housing 625 Acacia Lane Santa Rosa, CA 95409 Attn: Jennifer Litwak,Chief Executive Officer Email:jenniferl@pephousing.org 11. 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 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 City, 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 at equity. 12. Time of Essence. Time is of the essence in the performance of this Agreement 13. 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. 14. Counterparts. This Agreement may be executed in counterparts. 15. Ori final Agreement. As of the date of this Agreement the Original Agreement shall terminate and be of no further force or effect. ENA Ukiah-PEP Housing 2024-1 4 Signature: Email: Signature: Email:mhorger@cityofukiah.com David J. Rapport (Jan 7, 2025 14:38 PST) David J. Rapport smannion@cityofukiah.com