Board Packet 01 18 06 - Sonoma Marin Area Rail Transit - Home Page

EXCLUSIVE NEGOTIATION AGREEMENT
THIS EXCLUSIVE NEGOTIATION AGREEMENT (the “Agreement”) is entered
into by and between the Sonoma-Marin Area Rail Transit District (“AGENCY”), and
________________________________________ (“DEVELOPER”), a __________________.
In consideration of the covenants herein contained, AGENCY and
DEVELOPER hereby agree as follows:
1. Exclusivity Period. For a period of sixty (60) days from and after the
last date of execution of this Agreement on the signature page by a party hereto
(the “Exclusivity Period”), AGENCY shall negotiate exclusively and in good faith
with the DEVELOPER regarding the terms of a long-term ground lease (collectively
referred to hereinafter as the “Lease”) with respect to the development of a mixed
use high-quality transit-oriented development project to be located on a portion of
real property located along the SMART Rail Corridor at Railroad Square in Santa
Rosa and shown on the attached drawing (the “Site”). This Agreement may also be
extended for additional periods of time as mutually agreed to in writing by both the
AGENCY and the DEVELOPER. The General Manager/CEO of the AGENCY is
specifically authorized to extend this Agreement on behalf of the AGENCY. In
addition, provided that the DEVELOPER and AGENCY have agreed upon the
Terms Sheet, as described in this Request for Proposal dated _______ (the “RFP”),
the term of this Agreement shall be automatically extended to provide a 90-day
period in which the parties may develop the specific text of the Lease. During the
Exclusivity Period, the AGENCY shall neither negotiate nor enter into any
agreement with any other party for a Lease or other development arrangement of
all or any portion of the Site without the DEVELOPER’s approval. DEVELOPER’s
proposal, dated ___, shall be binding upon DEVELOPER during the Exclusivity
Period and any extension(s), except as otherwise authorized by the AGENCY.
2. Exclusivity Fee. In consideration of the AGENCY’s grant to the
DEVELOPER of this Exclusivity Period, to compensate the AGENCY’s costs (e.g.,
legal counsel, surveys, engineering, consultants, etc.) incurred in negotiating and
Exclusive Negotiation Agreement 1 1226749.1