HomeMy WebLinkAboutProject Ovis LLC 2025-09-15 COU No. �5���0 - l D
EXCLUSIVE NEGOTIATING AGREEMENT
(City of Ukiah and Project Ovis LLC)
This Exclusive Negotiating Agreement ("Agreement") is made as of
1 S , 2025 (the "Agreement Date"), between the City of
Ukiah, a municipal corporation, ("City") and Project Ovis LLC, a California corporation
("Seller").
RECITALS:
A. The Owner is the fee owner of the following parcels of real property
located in the unincorporated area of Mendocino County: Assessor's Parcel Nos. 170-030-
05; 170-030-03; 170-010-05; 170-020-07; 170-020-11; 170-040-03; 170-020-
08 (collectively, the "Property").
B. The Owner recognizes the opportunities for public uses on the Property and
has contacted the City, which, as a public agency, could serve as the potential
developer/facilitator of such uses.
C. The parties are entering into this Agreement to allow the City to determine
the feasibility of public uses on the Property.
For good and valuable consideration, the Owner and the City agree as follows:
1. Agreement to Negotiate. The Owner and the City agree that for the Term of this
Agreement, they shall negotiate diligently and in good faith to determine the feasibility
and terms of the City's acquisition of the Property. During the Term, the Owner agrees to
negotiate exclusively with the City, 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 thirty-first of December, 2025. The Term may be
extended by the mutual consent of the parties by a written amendment to this Agreement.
3. Scope of Negotiations. During the Term, the parties shall negotiate in good faith
the terms of a Purchase Agreement, consistent with this ENA.
4. Termination of Negotiations. If at any time prior to expiration of the Term the
City determines, in good faith, that it does not desire to pursue development, then the City
party may terminate this Agreement upon written notice to the Owner.
5. 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.
Project Ovis LLC Ukiah ENA 2025
6. 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.
7. 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) if personally delivered, the date of delivery to the address of the person to receive
such notice, (ii) if mailed, three (3) business days after the date of posting by the United
States post office, (iii) if given by electronic mail, when sent, or(d) if delivered by
overnight delivery, one (1) business day after mailing. Any notice, request, demand,
direction or other communication sent by electronic mail must be confirmed by letter
mailed or delivered within two (2) business days of such electronic mail notice in
accordance with subsection (i) or(ii).
To City: The City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
Attn: Sage Sangiacomo, City Manager
Email: ssangiacomo@cityofukiah.com
To Seller: Project Ovis LLC
PO Box 2037
Clearlake Oaks, CA 95423
Attn: Lorenzo Pacini
Email: lorenzo@paciniwines.com
8. 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. hollowing
such termination, neither party shall have any further rights, remedies or obligations under
this Agreement. Except with respect to City'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
waives and releases any such rights or claims it may otherwise have at law or at equity.
9. Time of Essence. Time is of the essence in the performance of this Agreement
10. 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
Project Ovis LLC Ukiah ENA 2025 2
negotiations or previous agreements between the parties or their predecessors in interest
with respect to all or any part of the subject matter hereof.
11. Counterparts. This Agreement may be executed in counterparts.
In witness whereof, the parties have executed this Agreement as of the Agreement Date.
THE CITY OF UKIAH,
a municipal corporation
Title: C I T Y AN A&E R
Ap ed as to form:
City torne
PROECT OVIS LLC
By:
Title:
Project Ovis LLC Ukiah ENA 2025