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EXCLUSIVE NEGOTIATING AGREEMENT <br /> BY AND BETWEEN THE CITY OF EVERETT <br /> AND OLIVERMcMILLAN LLC <br /> This Exclusive Negotiating Agreement (this "Agreement") is hereby entered into as of <br /> June 15, 2005, by and between the City of Everett, a Washington municipal corporation (the <br /> "City") and OliverMcMillan, LLC, a California limited liability company ("OM"). <br /> Recitals <br /> The following recitals are a substantive part of this Agreement: <br /> A. In furtherance of the objectives of the City for development of approximately 96 acres of <br /> land owned by the City and commonly referred to as the Everett Riverfront Property (the <br /> "Site"), the City prepared a certain Request for Qualifications ("RFQ") dated November <br /> 2004, which was distributed to the development community. <br /> B. The Site consists of two developable parcels of land which are depicted on a site map <br /> attached hereto as Exhibit "A" and incorporated herein by reference. The Site consists <br /> of two parcels: one parcel is commonly referred to as Parcel A and consists of <br /> approximately 53 acres, and the other parcel is commonly referred to as Parcel B and <br /> consists of approximately 43 acres. <br /> C. The RFQ stated several City objectives and minimum business terms for the site. OM <br /> responded to the RFQ with a Statement of Qualifications ("SOQ") which addressed the <br /> City's objectives and minimum business terms. On April 13, 2005, the City selected OM <br /> as the party with whom it desired to exclusively negotiate, as more fully set forth below, <br /> with respect to the acquisition and development of the Site. <br /> D. The purpose of this Agreement is: (i) to establish a mechanism and timeframe for OM <br /> and the City to refine a development concept for the Site; (ii) to provide a definitive time <br /> period during which OM shall have the exclusive right to negotiate with the City for the <br /> acquisition and development of the Site; and (iii) to enable the City and OM to negotiate <br /> the final terms and provisions of the documents necessary for the acquisition and <br /> development of the Site (the "Acquisition and Development Documents"). <br /> NOW, THEREFORE, the parties hereto agree as follows: <br /> (a) Section 1. The City and OM agree that during the "ENA Period" (as such <br /> term is hereafter defined), the City will negotiate exclusively with OM with respect <br /> to the acquisition and development of the Site. For purposes of this Agreement, <br /> the term "ENA Period" shall mean the period commencing with the date of <br /> execution of this Agreement by the City and OM (the "Effective Date"), and <br /> ending on January 31, 2006, or such later date as the City and OM may hereafter <br /> agree to in writing. <br /> Section 2. OM Obligtions. During the ENA Period, or any extension <br /> thereof, OM shall perform the activities set forth in Exhibit "B" attached hereto <br /> within the time periods specified and shall keep the City apprised as to the <br /> 1 <br />