SPB/1820RumrillDraftENA 1/19/22
AGREEMENT TO NEGOTIATE EXCLUSIVELY
THIS AGREEMENT TO NEGOTIATE EXCLUSIVELY (the "ENA") is entered into this 31st day of January, 2022, by and between the CITY OF SAN PABLO, a California municipal corporation (the "City"), and NOVIN DEVELOPMENT CORP., a California corporation (the "Developer"), on the terms and provisions set forth below.
THE CITY AND THE DEVELOPER HEREBY AGREE AS FOLLOWS:
I. [§100] Negotiations
A. [§101] Good Faith Negotiations
The City and the Developer a gree, for the Negotiation Period set forth below, to negotiate diligently and in good faith to prepare an agreement (the “Agreement”) to be considered for execution between the City and the Developer, in the manner set forth herein, with respect to the purchase and development of certain real property (the “Site”) located within the City of San Pablo. The Site is generally identified as 1820 Rumrill Boulevard, San Pablo, California, and is shown on the "Site Map," attached hereto as Exhibit A and incorporated herein by reference. The City agrees, for the Negotiation Period set forth below, not to negotiate with any other person or entity regarding the purchase and development of the Site or any portion thereof.
B. [§102] Negotiation Period
The duration of this ENA (the “Negotiation Period”) shall be ninety (90) days from the effective date hereof. If, upon expiration of the Negotiation Period, the Developer has not signed and submitted an Agreement to the City, then this ENA shall automatically terminate unless this ENA has been mutually extended by the City and the Developer. If an Agreement is so signed and submitted by the Developer to the City on or before expiration of the Negotiation Period, then this ENA and the Negotiation Period herein shall be automatically extended without further action by the City until ten (10) business days from the date the City has actually considered the Agreement (the “Automatic Extension Period”).
If the City has not executed the Agreement within the Automatic Extension Period, then this ENA shall automatically terminate unless it is mutually extended by the City and the Developer.
C. [§103] Administrative Services Fee; Termination
Prior to the execution of this Agreement by the City, the Developer shall submit to the City an administrative services fee of TWENTY -FIVE THOUSAND DOLLARS ($25,000.00), in the form of either cash or a cashier’s check , to cover the City’s administrative costs associated with the preparation of this ENA and the negotiation, preparation and consideration of an Agreement. The administrative services fee shall not be refundable for any reason.
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In the event the Developer has not continued to negotiate diligently and in good faith, the City shall give written notice thereof to the Developer which shall then have ten (10) working days to commence negotiating in good faith. Following the receipt of such notice and the failure of the Developer to thereafter commence negotiating in good faith w ithin such ten (10) working days, this ENA may be terminated by the City. In the event of such termination by the City, neither party shall have any further rights against or liability to the other under this ENA.
In the event the City has not continued to negotiate diligently and in good faith, the Developer shall give written notice thereof to the City which shall then have ten (10) working days to commence negotiating in good faith. Following the receipt of such notice and the failure of the City to thereafter commence negotiating in good faith within such ten (10) working days, this ENA may be terminated by the Developer. In the event of such termination by the Developer, neither party shall have any further rights against or liability to the other under this ENA.
Upon automatic termination of this ENA at the expiration of the Negotiation Period or such extension thereof, or upon execution by the City and the Developer of an Agreement, neither party shall have any further rights against or liability to the other under this ENA. If an Agreement has been executed by the City and the Developer, the Agreement shall thereafter govern the rights and obligat ions of the parties with respect to the purchase and development of the Site.
II. [§200] Development Concept; Preliminary Activities/Planning A. [§201] Scope of Development
The negotiations hereunder shall be based on the development of the Site for affordable housing. The exact number of residential units will be finalized during the Negotiation Period.
B. [§202] Environmental Assessment
The parties acknowledge that the proposed development of the Site constitutes a project under CEQA and that t he City must comply with all CEQA requirements prior to the consideration of the Agreement. The Developer further acknowledges that an EIR may be required prior to such consideration. The Developer shall pay all consultant costs associated with preparation of the documents necessary to comply with the CEQA requirements applicable to the consideration of the Agreement (including, but not limited to, costs associated with a contract or contracts entered into by the City with qualified consultants, and staff costs associated with preparation of any CEQA documents) (“CEQA Costs”).
III. [§300] Purchase Price for the Site
The purchase price to be paid by the Developer for the Site under the Agreement will be established by the City and the Developer after negotiation.
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IV. [§400] The Developer
A. [§401] Name and Address of the Developer
The Developer is Novin Development Corp., a California corporation. The principal address of the Developer is:
Novin Development Corp.
1990 N. California Blvd., Suite 800
Walnut Creek, CA 95076
B. [§402] Principals and Employees of the Developer
The negotiating principals and employees of the Developer are as follows:
Iman Novin, President
C. [§403] Consultants of the Developer
The Developer shall inform the City in writing of the names of the Developer’s project architect, civil engineer and soils engineer within thirty (30) days after the effective date of this ENA.
V. [§500] The Developer’s Financial Capacity
The Agreement resulting from the negotiations hereunder shall provide that, prior to the sale of the Site to the Developer , the Developer shall submit to the City satisfactory evidence of its ability to finance and complete the purchase and development of the Site.
VI. [§600] City's Responsibilities
A. [§601] City Assistance and Cooperation
The City shall cooperate fully in providing the Developer with appropriate information and assistance related to the purchase and development of the Site.
B. [§602] City Council Approval
An Agreement resulting from the negotiations hereunder shall become effe ctive only after and if the Agreement has been considered and approved by the City Council.
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VII. [§700] Limitations of this ENA
By its execution of this ENA, the City is not committing itself to or agreeing to undertake:
(1) the sale of land to the Dev eloper or (2) any other acts or activities requiring the subsequent independent exercise of discretion by the City or any agency or department thereof.
This ENA does not constitute a disposition of property or exercise of control over property by the City. Execution of this ENA by the City is merely an agreement to enter into a period of exclusive negotiations according to the terms hereof, reserving final discretion and approval by the City as to any Agreement and all proceedings and decisions in connection therewith.
IN WITNESS WHEREOF, the parties hereto have executed this ENA as of the date set opposite their signatures. The effective date of this ENA shall be the date this ENA is signed by the City.
[Signatures on next page.]
SPB/1820RumrillDraftENA 5 1/19/22
CITY OF SAN PABLO, a California municipal
corporation
___________________________, 2022 By
Matt Rodriguez, City Manager
"CITY"
AND
NOVIN DEVELOPMENT CORP., a California
corporation
January 31, 2022 By
Iman Novin / President
APPROVED AS TO FORM:
By
C. Nicole Murphy, Special Counsel
SPB/1820RumrillDraftENA Exhibit A 1/19/22
EXHIBIT A
SITE MAP