Attachment No. 2
EXCLUSIVE NEGOTIATION AGREEMENT
THIS EXCLUSIVE NEGOTIATION AGREEMENT (“Agreement”) is entered into as of ____, 2024 (“Effective Date”), by and between the CITY OF POMONA (“City”), and, National Community Renaissance of California a California non-profit public benefit corporation, VILLAGE PARNTERS a _____________corporation and ARTECO a _____________ corporation (“Developer”). City and Developer are hereinafter sometimes referred to collectively as the “Parties” or individually as a “Party.”
NEGOTIATIONS
City is the owner of that certain real property located at 400 West 2nd Street, in the City of Pomona, County of Los Angeles, State of California, as shown on the Site Map and List of Parcels attached hereto as Exhibits A & B, respectively, and by this reference incorporated herein (the “Property”).
Pursuant to the terms of this Agreement, City and Developer shall negotiate in good faith, for the period stated in Section II below, the terms of a Disposition & Development Agreement or other form of agreement or agreements (“DDA”) to be entered into between City and Developer concerning Developer’s purchase and development of the Property with a mixed use project with not less than 300 residential units including multifamily affordable housing development. The City issued a Request for Qualifications (“RFQ”) in March 2022, and a subsequent Request for Proposals (“RFP”) in June 2022. The RFQ & RFP and the Developer’s responses thereto dated Jun 1, 2022 and November 17, 2022, respectively, are by this reference incorporated herein. City agrees, for the period stated in Section II below, not to negotiate with any other Person regarding the sale or development of the Property without the prior written consent of Developer. For purposes of this Agreement, the term “Person(s)” means any one or more individuals, partnerships (whether general or limited), limited liability companies, trusts, estates, associations, corporations, or any other entities recognized by law or custom.
NEGOTIATION PERIOD AND DEPOSIT
Negotiation Period.
City and Developer agree to negotiate for a period of three hundred sixty-five (365) days, commencing as of the Effective Date, on the terms of an DDA; provided, however, that upon written request of Developer, the City Manager may in their sole and absolute discretion extend the exclusive negotiation period for one ninety (90) day extension. The first exclusive negotiation period plus any extension as provided herein, to the extent such extension is granted, shall hereinafter be defined as the “Negotiation Period.” Developer and City may, at any time, mutually agree to terminate this Agreement without liability to the other party. Except as provided below, if, upon the expiration of the Negotiation Period, City and Developer have not each approved and executed an DDA, then this Agreement shall automatically terminate and Developer shall have no further rights regarding the subject matter of this Agreement or the Property, and City shall be free to negotiate with any other persons or entities with regard to the Property and each and every portion thereof.
Deposit.
Concurrent with the Developer’s execution of this Agreement, the Developer shall pay to the City a deposit in the amount of Twenty Five Thousand Dollars ($25,000) in immediately available funds (“Deposit”) to defray certain reasonable third-party costs incurred by City in pursuing the contemplated negotiations with the Developer during the Negotiation Period, pursuant to this Agreement, such as reasonable costs charged by consultants and attorneys. In no event shall Deposit funds be used to reimburse City for internal staff costs or overhead. Developer shall be entitled to a refund of any Deposit funds remaining with the City following the termination of this Agreement. At the Developer’s request, City shall provide Developer a summary accounting of expenses charged against the Deposit.
OBLIGATIONS OF DEVELOPER
Schedule of Performance
Developer shall commence and complete all tasks required to be completed hereunder within the times set forth in the schedule of performance attached hereto as Exhibit C and by this reference incorporated herein (the “Schedule”).
Neighborhood Outreach
Within the time set forth in the Schedule, Developer, at its cost and in consultation with City, shall conduct a neighborhood meeting designed to familiarize the community with the type of development typically developed by Developer and the type proposed by Developer for the Property. Not less than ten (10) days prior to any such meeting, Developer shall mail notice of such meeting to all residents and property owners located within five hundred (500) feet of the exterior boundaries of the Property. Developer shall provide to the attendees of such meetings and any other interested members of the community the name and number of a Developer representative that may be contacted with additional questions any of such persons may have.
Evidence of Financing
Within the time set forth in the Schedule, Developer, at its cost, shall provide the Deputy City Manager with a sources and uses of funds and financial pro forma for the development of the Property. In addition, during the term of this Agreement, Developer shall promptly provide to the City Manager copies of any applications for funding or other funding requests submitted by Developer to finance the development of the Property, and any response documentation received in connection with such submittals. Notwithstanding the foregoing, however, Developer shall not be required to obtain written commitments for any such financing during the term of this Agreement.
Development Plans, Entitlements, and CEQA Review
The Parties acknowledge that Developer has submitted to the City a Conceptual Site Plan for the Property (the “Site Plan”). City and Developer acknowledge that during the Negotiation Period, the Plan will be refined, based on discussions and meetings with City representatives and the activities to be conducted by Developer pursuant to this Agreement, including, without limitation, the neighborhood outreach described in Paragraph C above. Concurrently with such refinement, and in accordance with the timeframes set forth in the Schedule, Developer shall furnish such information to City regarding the Site Plan as may be required by City to negotiate a DDA. All fees and expenses for engineers, architects, financial consultants, legal, planning or other consultants retained by Developer to perform Developer’s obligations set forth in this Agreement shall be the sole responsibility of Developer. City shall not be obligated to pay or reimburse any such fees and expenses incurred by Developer whether or not this Agreement is eventually terminated or extended, or whether or not a DDA is entered into between City and Developer in the future. All costs associated with any formal submittals and all costs associated with the preparation of environmental documents under CEQA shall be borne by Developer. Nothing herein reduces or eliminates any requirements of City or any other governmental entity with jurisdiction over the Property.
Developer’s Findings and Reports to City Manager
Developer, at its cost, shall, at the request of the City Manager, make periodic oral progress reports on all matters and all studies being made related to Developer’s acquisition and development of the Property and other matters under negotiation to the extent that they do not include confidential matters. Developer, at its cost, shall participate in workshops, meetings, or presentations concerning the Property as reasonably required by the City Manager.
Restrictions Against Change In Ownership, Management And Control of Developer and Assignment of Agreement The qualifications and identity of Developer and its principals are of particular concern to the City. It is because of these qualifications and identity that City has entered into this Agreement with Developer. Except as provided below, during the Negotiation Period, no voluntary or involuntary successor-in-interest of Developer shall acquire any rights or powers under this Agreement. Developer shall not assign or transfer all or any part of this Agreement or any rights in or under this Agreement, without the prior written approval of the City Manager, which approval may be given or withheld in the City Manager’s sole and absolute discretion. Any assignment or transfer in interest, whether voluntary or involuntary, by Developer that has not been approved in writing by the City Manager prior to the time of such assignment or transfer shall be deemed a material breach of this Agreement by Developer which shall entitle City to terminate this Agreement, without liability, by sending written notice of termination to Developer, referencing this Subsection F. Notwithstanding any of the foregoing, Developer shall be permitted to assign its rights under this Agreement to a limited partnership, the general partner of which is either (i) Developer, or (ii) an entity owned by Developer and over which Developer has managerial control, provided Developer and the proposed assignee execute an assignment and assumption agreement in a form approved by the Pomona City Attorney, pursuant to which the proposed assignee assumes all of Developer’s obligations hereunder.
Developer shall promptly notify the City Manager in writing of any and all changes whatsoever in the identity of the business entities or individuals in control of Developer of which information Developer or any of its members, partners or officers are notified or may otherwise have knowledge or information. Failure of Developer to so notify the City Manager in writing within five (5) business days of such changes or obtaining such knowledge shall constitute a material breach by Developer of this Agreement and City may terminate this Agreement, without liability to City, by sending written notice of termination to Developer, referencing this Subsection F.
Acknowledgments and Reservations
If this Agreement expires or is terminated for any reason, or a future DDA is not executed by both City and Developer for any reason, the ENA shall automatically terminate and neither City nor Developer shall be under any further obligation to each other regarding the disposition of the Property or the development thereof.
Developer acknowledges and agrees that no provision of this Agreement shall be deemed to be an offer or proposal by City to Developer, nor an acceptance by City of any offer or proposal from Developer, for City to provide any financial or other assistance to Developer for development of the Property.
Developer Financial Disclosures
City reserves the right to obtain further information, data, and commitments to ascertain the ability and capacity of Developer to develop the Property. Developer acknowledges that it may be requested to make certain confidential financial disclosures to City, its staff or legal counsel, as part of the financial due diligence investigations of City relating to the potential disposition of the Property and its development. City and Developer recognize that such financial disclosures may contain sensitive information relating to other business transactions of Developer, that the disclosure of such information to third parties could impose commercially unreasonable and/or anti-competitive burdens on Developer and, correspondingly, diminish the value or fiscal benefit that may accrue to City upon the disposition of the Property and development thereof by Developer, if a future DDA is entered into between City and Developer. Accordingly, City agrees to maintain the confidentiality of any business records of Developer disclosed to City, except as the City Attorney reasonably determines must be disclosed pursuant to the California Public Records Act or other applicable law. The defense of any action seeking disclosure of protected business records shall be at Developer’s expense and handled by legal counsel selected by Developer and reasonably acceptable to the Pomona City Attorney.
Nondiscrimination
In undertaking its obligations under this Agreement, Developer covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, nor shall Developer or any person claiming under or through Developer, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees.
REMEDIES
Default and Breach
Failure or delay by either Party to perform any material term or provision of this Agreement shall constitute a “default” under this Agreement. If the Party who is claimed to be in default by the other Party commences to cure, correct or remedy the default within fifteen (15) calendar days after receipt of written notice specifying such default and diligently completes such cure, correction or remedy within fifteen (15) calendar days after the expiration of the initial fifteen (15) day period (for a total of thirty (30) calendar days to cure the default), such Party shall not be in default under this Agreement. In no event shall any time to cure, correct or remedy a default extend the Negotiation Period.
The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy permitted for a “breach” (as defined below) under this Agreement, without first delivering written notice of the default.
Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by such Party, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party.
If a Party in default fails either (i) to commence to cure, correct or remedy the default within fifteen (15) calendar days following written notice of such default, or (ii) to complete such cure, correction or remedy within fifteen (15) calendar days after the expiration of the initial fifteen (15) day period (for a total of thirty (30) calendar days to cure the default), a “breach” of this Agreement by the defaulting Party shall be deemed to have occurred. In no event shall City’s disapproval or conditional approval of the Site Plan, the DDA, any CEQA review, or any other matters that require City’s approval pursuant to this Agreement or applicable law constitute a default or breach under this Agreement by City.
Remedies for Breach of Agreement.
In the event of an uncured default under this Agreement, the sole remedies of the non-defaulting Party shall be to (a) terminate this Agreement, or (b) institute an action for specific performance of this Agreement. Following the termination of this Agreement, neither Party shall have any further rights, remedies or obligations under this Agreement, except as specifically set forth herein. Neither Party shall have any liability to the other for monetary damages for the breach of this Agreement, or failure to reach agreement on an DDA, and each Party hereby waives and releases any such rights or claims it may otherwise have at law or at equity. Furthermore, Developer knowingly agrees that it shall have no right to specific performance for conveyance of any right, title or interest in the Property or any portion thereof, and shall not file a lis pendens with respect to the Property or any portion thereof. The Parties’ rights and obligations under this Paragraph B shall survive the expiration or termination of this Agreement.
INDEMNIFICATION, RIGHT OF ENTRY, INSURANCE, AND OTHER ISSUES Indemnification
Developer shall defend, indemnify and hold harmless the City and its officers, officials, members, employees, agents, representatives, and volunteers, from and against all damages and liability, including but not limited to any and all claims, demands, expenses, fees, costs, liabilities, suits, causes of action, litigation, attorney’s fees, and expert witness fees (all of the foregoing, collectively, “Claims”) caused by the performance by Developer or its principals, directors, managers, shareholders, partners, employees, agents, or representatives in connection with this Agreement, including but not limited to Developer’s Due Diligence Investigations and the Right of Entry described in Subsections B, C, D, and E below. Notwithstanding the foregoing, Developer shall not be responsible for any damages or liability to the extent caused by the negligence or willful misconduct of City or any of its officers, officials, members, employees, agents, representatives, or volunteers acting in an official capacity. This indemnity shall survive the termination of this Agreement.
Right of Entry
In connection with Developer’s due diligence investigations of the Property, City hereby grants to Developer, and its affiliates, agents, contractors and employees, a license (the “License”) to enter upon the Property in order to conduct any and all inspections, investigations, tests and studies (including, without limitation, architectural inspections, engineering tests, soils, seismic and geologic reports and environmental testing) with respect to the Property (“Due Diligence Investigations”) as Developer may reasonably elect to make, all at Developer’s sole cost and expense. Developer shall notify the City Manager, which may be by written or telephonic notice, not less than forty-eight (48) hours prior to a planned entry on the Property and provide information to the Deputy City Manager as to the purpose of the planned entry and the estimated time for completing the particular Due Diligence Investigation. All Due Diligence Investigations performed on the Property shall be undertaken between the hours of 7:30 a.m. and 5:30 p.m. Monday through Saturday, except as otherwise permitted or limited by the City Manager.
City may revoke this License (i) upon written notice to Developer if, in the reasonable judgment of the City Manager, such revocation is necessary to protect the public health, safety, or welfare pursuant to the exercise of City’s police powers; or (ii) upon three (3) business days’ written notice to Developer that Developer is in violation of the terms of this Agreement or of any applicable law, statute, ordinance, rule, or regulation pertaining to the Due Diligence Investigations or Developer’s entry upon the Property pursuant to this Agreement, if Developer has failed to cure such violation within that period of three (3) business days following Developer’s receipt of notice from City.
The License shall terminate and be void as of the expiration or earlier termination of this Agreement.
Developer shall cause to have its Due Diligence Investigations conducted in accordance with all laws applicable thereto, and in a good and workmanlike manner.
Lien Free
Developer shall keep the Property free and clear of any mechanic’s or materialmen’s liens arising out of Developer’s Due Diligence Investigations. The provisions of this Subsection C shall survive the expiration or early termination of this Agreement for any reason whatsoever.
Obligations Upon Expiration/Termination
Upon the earlier of (i) the termination of the License, or (ii) the expiration or early termination of this Agreement, Developer shall promptly (a) repair any damage to the Property caused by Developer’s or any of its representatives’ entry thereon, and (b) remove Developer’s or any of its representatives’ personal property from the Property. The provisions of this Subsection D shall survive the expiration or early termination of this Agreement for any reason whatsoever.
Insurance
Without limiting Developer’s indemnification obligations as set forth in this Agreement, Developer or its designated consultant or contractor, prior to any entry on the Property by Developer or its employees, agents, representatives, consultants, or contractors, shall procure and maintain, at its sole cost and expense, for the period of such entry, the following policies of insurance:
Commercial General Liability insurance written on a per occurrence basis in an amount not less than $1,000,000 per occurrence.
Business Auto Coverage written on a per accident basis in an amount not less than $1,000,000 per accident. If Developer or Developer’s employees use personal autos in connection with the performance of work under this Agreement, Developer shall provide evidence of personal auto liability coverage for each such person.
If applicable, Worker’s Compensation insurance providing statutory benefits as required by California law.
All of the insurance policies required hereunder, except the worker’s compensation insurance, shall comply with the following requirements:
All insurance shall be written by insurers that are admitted and licensed to do business in the State of California and with A.M. Bests rating of A- or better and a minimum financial size VII.
The policies shall be endorsed to name the City and its officers, officials, members, employees, and agents as additional insureds.
All of Developer’s insurance: (a) shall contain no special limitations on the scope of protection afforded to the additional insureds; and (b) shall be primary insurance and any insurance or self-insurance maintained by the additional insureds or any of them shall be in excess of Developer’s insurance and shall not contribute with it.
The policies shall be “occurrence” rather than “claims made” insurance.
The policies shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
The policies shall prohibit Developer from waiving the right of subrogation prior to a loss.
The policies shall not contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured.
Prior to any entry onto the Property by Developer or its employees, agents, representatives, consultants, or contractors, Developer shall provide the City Manager with certificates of insurance evidencing the above insurance coverages and said certificates of insurance have been reasonably approved by City. In the event any of said policies of insurance are reduced in limits or cancelled for any reason, Developer shall, prior to the cancellation date, submit new evidence of insurance, in conformance with this Section V.
The provisions of any workers’ compensation or similar act shall not limit the obligations of Developer under this Agreement. Developer expressly agrees not to use any statutory immunity defenses under such laws with respect to City or its officers, officials, members, employees, agents, representatives, or volunteers acting in an official capacity.
Developer agrees to provide immediate notice to City of any claim or loss against Developer arising out of any acts or omissions of Developer under this Agreement. City assumes no obligation or liability by such notice, but has the right to monitor the handling of any such claim or claims if they are likely to involve the City or any officer, official, member, employee, agent, or representative of City acting in an official capacity.
MISCELLANEOUS
Compliance With Law
Developer acknowledges that any future DDA, if approved by City, will require Developer (among other things) to carry out the development of the Property in conformity with all applicable laws, including all applicable building, planning and zoning laws, environmental laws, safety laws, and, if applicable, federal and state labor and wage laws including, but not limited to, any prevailing wage requirements pursuant to California Labor Code section 1720 et seq.
Third-Party Beneficiaries
None of the terms or provisions of this Agreement are intended to benefit any person or entity other than City or Developer; except that City is an intended express third party beneficiary of this Agreement but with no obligations hereunder. No affiliate or joint venturer or partner of Developer has any rights pursuant to this Agreement.
No Broker or Finder
Developer shall indemnify, defend, and hold harmless City from and against any claim or lawsuit (including reasonable attorneys’ fees and costs and all costs of suit, expert witness fees, costs on appeal, and for discovery) for the payment of any real estate commissions or finder’s or broker’s fees arising out of this Agreement.
Governing Law; Venue; Attorneys’ Fees
City and Developer agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the internal laws of the State of California without application of principles of conflicts of law. City and Developer acknowledge and agree that this Agreement was negotiated and entered into in the City of Pomona, California. Any legal action brought under this Agreement must be instituted in the Superior Court of the County of Los Angeles, or in the Federal District Court of the applicable federal district of California. In the event of any litigation between the Parties, the prevailing Party shall be entitled to receive, in addition to the relief granted, its reasonable attorneys’ fees and costs and such other costs incurred in investigating the action and prosecuting the same, including costs for expert witnesses, costs on appeal, and for discovery.
Partial Invalidity
If any term or provision or portion thereof of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision or portion thereof to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.
Waivers
No waiver of any breach of any covenant or provision contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach of such provision, or of any other covenant or provision contained in this Agreement. No extension of the time for performance of any obligation or act or any waiver of any provision of this Agreement shall be enforceable against City or Developer, unless made in writing and executed by both City and Developer.
Notices.
All notices under this Agreement shall be delivered by personal delivery, by a reputable same-day or overnight courier service that provides a receipt with the date and time of delivery, or by mailing in the U.S. mail by prepaid certified mail. Notices shall be directed to the respective Parties as follows:
If to City:
City of Pomona
Attn: Kirk Pelser, Economic Development Director
505 South Garey Avenue
Pomona, CA 91766
If to Developer:
Arteco General LLC
Attn: Gerald V. Tessier, Manager
191 West 4th Street
Pomona, CA 91766
Village Partners Ventures, LLC
Attn: J. Donald Henry, Manager
4350 Von Karman Avenue, Suite 200
Newport Beach CA 92660
National Community Renaissance of California
Attn: Alexa Washburn, Senior Vice President
9692 Haven Avenue, Suite 100
Rancho Cucamonga, CA 91730
A Party may change the address for delivery of notices to it as such Party may from time to time designate in writing to the other Party by a written notice conforming to the requirements of this section. Notices delivered by personal delivery, or same-day or overnight courier service shall be effective upon receipt (provided that any notices received after 5:00 p.m. on a business day shall not be deemed received until 9:00 a.m. the next business day). Notices delivered by mail shall be effective as of Noon on the second business day following deposit with the United States Postal Service.
Calendar Days and Business Days
As used herein, the term “days” shall mean calendar days unless the term “business days” is used. As used herein, a “business day” shall mean a day that Pomona City Hall is open for business to the general public. Developer acknowledges that Pomona City Hall is closed for holidays designated by the State of California or by ordinance or resolution of the City Council of the City. If the date on which City or Developer are required to take any action pursuant to the terms of this Agreement is not a business day, the action shall be taken on the next succeeding business day.
Construction
Headings at the beginning of each section and subsection of this Agreement are solely for the convenience of reference of City and Developer and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one or the other of City or Developer but rather as if both City and Developer prepared this Agreement. Unless otherwise indicated, all references to sections are to this Agreement. If any exhibits are referred to in this Agreement, such exhibits are either attached to this Agreement or incorporated into this Agreement by reference.
Nonliability of City Officials, Officers, and Employees No officer, official, member, employee, agent, representative, or volunteer of the City shall be personally liable to Developer, or any successors in interest, in the event of any default or breach by City of this Agreement, or for any amount which may become due to Developer or to any successors under this Agreement, or for a breach by City of any obligation of the terms of this Agreement.
Enforced Delay; Extension of Times of Performance
In addition to specific provisions of this Agreement, performance by either Party (who is not then otherwise in material default) shall not be deemed to be in default where delays or defaults are due to war, insurrection, strikes, lock-outs, riots, floods, earthquakes, fires, casualties, supernatural causes, acts of the public enemy, terrorism, epidemics, quarantine restrictions, freight embargoes, lack of transportation, governmental restrictions or priority, litigation, unusually severe weather, inability to secure necessary labor, materials or tools, delays of any contractor, subcontractor or supplies, acts of the other Party, acts or failure to act of City or any other public or governmental agency or entity, including, without limitation, unreasonable delays in the processing and issuance of required permits for a development project required by Developer (except that any act or failure to act of City shall not excuse performance by City) or any other causes beyond the reasonable control or without the fault of the Party claiming an extension of time to perform, for up to a maximum cumulative period of ninety (90) days. Notwithstanding the foregoing, inability to secure satisfactory financing, tenant or manufacturer commitments, or market and economic conditions shall not entitle Developer to an extension of time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the Party claiming such extension is sent to the other Party within ten (10) days of knowledge of the commencement of the cause. In addition, times of performance under this Agreement may be extended by mutual written agreement by City and Developer.
Time of the Essence
Time is of the essence in this Agreement and of each and every term and provision hereof, it being understood that the Parties hereto have specifically negotiated the dates or time limits for the completion of each obligation herein.
Entire Agreement; Amendment.
This Agreement sets forth the entire agreement between the Parties with respect to the subject matter set forth herein and supersedes all prior discussions and negotiations between the Parties with respect thereto. No amendment to this Agreement shall be effective unless set forth in a writing signed by an authorized signatory of each Party.
Counterparts.
This Agreement may be executed in any number of duplicate originals, all of which shall be of equal legal force and effect upon all of the Parties hereto signing this Agreement.
P. Warranty Against Payment of Consideration for Agreement. The Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the purposes of this Section VI, Subsection P, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects, brokers and other consultants, when such fees are considered necessary by the Developer.
Q. Press Releases. The Developer agrees to obtain the approval of the City Manager or his or her designee or successor in function of any press releases Developer may propose relating to the sale or development of the Property or negotiation of a DDA with the City, prior to publication. [Signature pages follow]
IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the Effective Date.
DEVELOPER:
NATIONAL COMMUNITY RENAISSANCE OF CALIFORNIA,
a California non-profit public benefit corporation
By: ______________________________
Name: ______________________________
Title: ______________________________
VILLAGE PARTNERS
By: ______________________________
Name: ______________________________
Title: ______________________________
ARTECO
By: ______________________________
Name: ______________________________
Title: ______________________________
IN WITNESS WHEREOF, the Parties have executed and entered into this Agreement as of the Effective Date.
CITY:
CIYT OF POMONA,
a public body corporate and politic
By: ______________________________
Name: ______________________________
Title: ______________________________
ATTEST:
_____________________________
City Clerk,
APPROVED AS TO FORM:
By: _____________________________
Name: _____________________________
EXHIBIT A
SITE MAP
[Attached.]
EXHIBIT B
List of Parcels
Site Address
APN
Site Name
Zoning
Square Feet
400 W. 2nd St
8341-003-902
“Gist” Building
Specific Plan
4,471
8341-003-903
Vacant land
Specific Plan
2,957
8341-003-904
Vacant Land
Specific Plan
2,515
8341-003-905
Vacant Land
Specific Plan
5,367
8341-003-906
Vacant Land
Specific Plan
2,657
8341-003-907
Vacant Land
Specific Plan
5,261
8341-003-908
Vacant Land
Specific Plan
2,300
8341-003-909
Vacant Land
Specific Plan
5,246
8341-003-901
Public Parking Lot # 6
Specific Plan
30,855
8341-004-902
Public Parking Lot # 7
Specific Plan
31,324
EXHIBIT C
SCHEDULE OF PERFORMANCE
ITEM OF PERFORMANCE
TIME FOR PERFORMANCE
Developer submits to City updated conceptual plan.
Within 90 days after Effective Date
Developer submits to City a sources and uses of funds and financial pro forma for the development of the Property.
Within 90 days after Effective Date
Developer, in consultation with City, conducts neighborhood outreach meetings.
Within 120 days after Effective Date
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