HomeMy WebLinkAboutDennis Jacobsen Family Holdings II, LLC-2004-02 TC._- ;^ty`l - "�
EXCLUSIVE NEGOTIATING AGREEMENT
THIS EXCLUSIVE NEGOTIATING AGREEMENT (this "Agreement") is made and entered
into as of the %) day of "tuf-- , 2004, by and between THE REDEVELOPMENT AGENCY
OF THE CITY OF GRAND TE CE (the "Agency"), and DENNIS D. JACOBSEN FAMILY
HOLDINGS II,LLC,a California limited liability company("Developer").
RECITALS:
A. Agency is the owner of certain real property containing approximately five (5) acres
located at (ter gMiVT ' ) , Grand Terrace, California, more particularly described in Exhibit A
attached hereto and incorporated herein by this reference(the"Agency Property"). The Agency Property
together with certain real property adjacent thereto containing approximately ten (10) acres (the
"Adjacent Property") approximately as depicted on the site plan attached hereto as Exhibit B and
incorporated herein by this reference are collectively referred to herein as the"Project Site".
B. Agency and Developer desire to enter into negotiations respecting Agency's sale of all or
part of the Project Site to Developer and/or other facilitation of Developer's acquisition and development
of the Project Site (collectively, the "Transactions") and recognize that the business terms of such
transactions have not yet been determined and agreed upon by the parties.
C. Agency and Developer now desire to enter into this Agreement to set forth the terms and
conditions upon which the Agency and the Developer shall enter into negotiations for the Transactions.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged,the parties hereto hereby agree as follows:
1. Agency and Developer shall hereafter for a period of one hundred eighty (180) days
following the execution date hereof(the"Exclusive Negotiation Period")negotiate diligently and in good
faith to reach agreement upon the terms and conditions of the Transactions(the"Definitive Agreement").
If at the expiration of the Exclusive Negotiation Period, the parties have not entered into the Definitive
Agreement respecting the Transactions, this Agreement shall automatically terminate, unless the
Exclusive Negotiation Period is extended by mutual agreement of the parties. The parties hereby
acknowledge that Developer shall material certain costs and expenses in connection with its negotiation
of the Definitive Agreement and Developer's analysis of development opportunities with respect to the
Project Site, and that such costs and expenses constitute good,valuable and material consideration for the
covenants of Agency as set forth in this Agreement.
2. The Agency grants to Developer the exclusive right to negotiate for the purchase (or
other transfer) of the Agency Property from the Agency during the Exclusive Negotiation Period, and
agrees not to solicit or respond to any other proposals for the purchase or other transfer of the Agency
Property or negotiate with any other party with respect to the purchase or other transfer of the Agency
Property during the Exclusive Negotiation Period. The parties agree and acknowledge that the terms and
conditions of the Definitive Agreement have not been agreed upon and that in entering into this
Agreement, neither party is deemed to have agreed to any of such terms and conditions and that the terms
and conditions of the Definitive Agreement shall be subject to approval by both parties, acting in their
respective sole and absolute discretion, as negotiated in good faith during the Exclusive Negotiation
Period.
3. In the event any party to this Agreement shall institute any action or proceeding against
the other party relating to this Agreement, the unsuccessful party in such action or proceeding shall
5Dn 24195 38497 2 1
reimburse the successful party for its disbursements incurred in connection therewith and for its
reasonable attorneys' fees and costs as fixed by the court. In addition to the foregoing award of attorneys'
fees to the successful party, the successful party in any lawsuit on this Agreement shall be entitled to its
attorneys' fees and costs incurred in any post-judgment proceedings to collect or enforce the judgment.
This provision is separate and several and shall survive the merger of this Agreement into any judgment
on this Agreement.
4. Any notice given under this Agreement shall be in writing and shall be deemed to have
been given upon (a) hand delivery, (b) one business day after being deposited with Federal Express or
another reliable overnight courier service for next day delivery, (c) upon facsimile transmission (except
that if the date of such transmission is not a business day or if such transmission is made after 5:00 p.m.
on a business day, then such notice shall be deemed to be given on the first business day following such
transmission), or (d)two business days after being deposited in the United States mail, registered or
certified mail,postage prepaid,return receipt required, and addressed as follows(or such other address as
either party may from time to time specify in writing to the other in accordance herewith):
If to the Agency: If to Developer:
22795 Barton Road 4733 Westchester Drive
Grand Terrace. CA 92313-5295 Woodland Hills,CA 91364
City Manager Managing Member
Attn: Thomas J. Schwab Attn:Douglas Jacobsen
Phone No.: 909-430-2245 Phone No.: 818-340-6961
Fax No.: 909-783-7629 Fax No.: 818-340-1965
5. This Agreement shall be governed by the laws of the state of California,with jurisdiction
and venue to be in the county where the Agency Property is located.
6. This Agreement constitutes the entire agreement of the parties hereto with respect to the
subject matter hereof and constitutes an integration of all prior discussions, agreements and/or
negotiations of the parties with respect to the subject matter hereof. This Agreement may not be amended
except by written instrument executed by the parties hereto.
7. The signatories to this Agreement represent and warrant that they have the authority to
execute this Agreement on behalf of the principals they purport to represent.
8. The Developer shall not discriminate against nor segregate any person, or group of
persons, on account of sex, race, color, age, marital status, religion, handicap, creed, national origin or
ancestry in the sublease, transfer, use, occupancy, tenure or enjoyment of the Agency Property, nor shall
Developer establish or permit any such practice or practices of discrimination or segregation in the
selection, location, number, use or occupancy of tenant, lessees, subtenants or sublessees of the Agency
Property.
SDn 24195 38497 2 2
9. This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original,but any number of which shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF,the parties hereto have entered into this Agreement as of the date first
written above.
AGENCY: DEVELOPER:
REDEVELOPMENT AGENCY DENNIS D.JACOBSEN FAMILY HOLDINGS II,LLC,
OF THE CITY OF GRAND TE CE a i1rm11)'
By: /.!��y'r s �.ming Member
Print Name:Thomas J. Schwab
Its: City Manager/C k f} t,rcc}or
By:
Print Name:
Its:
SDB 24195 38497 2 3
EXHIBIT A
LEGAL DESCRIPTION OF AGENCY PROPERTY
SDB 24195 38497 2 4
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EXHIBIT B
SITE PLAN DEPICTING PROJECT SITE
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