HomeMy WebLinkAbout2012-301 Letter of Intent - IPCO Washington-Tolman Crk
LETTER OF INTENT FOR SALE
OF REAL PROPERTY
December 13, 2012
IPCO Development
640 Tolman Creek Road
Ashland, OR 97520
Re: Purchase of Property for Right of Way between Washington Street & Tolman Creek Road
Dear Messrs:
By this letter, City of Ashland (Buyer"), presents the manner in which it and IPCO
Development ('Seller") agree Buyer may acquire certain real property from Seller as described herein.
The parties recognize that the transaction will require further documentation and approvals, including
the preparation and approval of a formal agreement setting forth the terms and conditions of the
proposed purchase (the 'Purchase Agreement'); nevertheless, they execute this letter to evidence their
intention to proceed in mutual good faith to complete work required to negotiate terms of a Purchase
Agreement that are consistent with this letter.
The proposed terms and conditions include, but are not limited to, the following:
1. Property. Buyer will purchase from Seller all interests and rights, owned or used by Seller in
connection with an approximate 55 feet wide strip of private property between Washington
Street & Tolman Creek Road as further described in Exhibit A, (the "Property"). The Seller
acknowledges that the Buyer intends to establish-this property as a dedicated right-of-way
(`ROW") through the current IPCO Development property. This new ROW would parallel and
offset approximately 10 feet to the north of the centerline of the existing Washington Street
ROW.
2. Consideration. The consideration (the "Purchase Price") will be established pursuant to
appraisal by an appraiser selected and paid by the Buyer and subject to reasonable negotiations
with Seller. Buyer will not assume any other liabilities or obligations of Seller over other
property adjacent to or previously part of parcel or lot through which the Property, as a right-of-
way, runs, and Seller will indemnify and hold harmless Buyer against all such other liabilities
and obligations.
3. Purchase Agreement. The transaction will be subject to the negotiation and execution of a
definitive Purchase Agreement with terms satisfactory to Seller and Buyer. The Purchase
Agreement will contain representations, warranties and covenants, conditions that are reflected
in the IPCO Development conceptual site plan scheme #14 (11-13-13) Exhibit A (attached) and
will include without limitation the following:
(a) The Buyer proposes, subject to planning approval, to build, own, and maintain this
approximately 700 feet long, 28 feet wide paved road with curb, "park row", and 8 feet wide
sidewalks on the north side of street. Buyer agrees, subject to Planning approval, to allow
seller to credit park row landscape for sellers required landscape associated to any future
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development on said property. In addition, buyer will install irrigation system and pay water
bill in public park row.
(b) The Buyer will construct and maintain a stream crossing structure over Hamilton Creek, to
support the new roadway and sidewalk. The crossing structure will be designed to meet or
exceed the most current storm water quality mitigation requirements and standards. Riparian
restoration of the creek bed and banks will be included to the maximum extent practicable.
(c) The Buyer will relocate existing utilities as required, without diminishing utility services
quality to the development, including water pressure, electric power, and sewer service line to
property line at a location designated by the property owner with proper access to all
locations. This shall not be charged back to seller.
(d) The Buyer will assist the development to adjust the location of the existing conservation
easement across private property to the match the new FEMA flood map and Ashland Water
Resources Protection Ordinance boundaries. If allowed by FEMA, the Buyer will allow
building E as shown with parking at the southeast comer with utility and road access over
that area.
(e) The Buyer, subject to Planning approval, will allow the development to use any land
recovered and to use the area over the existing pipe culvert, as deemed appropriate by FEMA,
and allow the development to clean out and maintain blackberry and weed infested areas and
use these areas for landscape credits.
(f) Assist the development in preparing a master plan that will include parking and driveways in
specified locations to be formally submitted for planning review through the City's planning
process. The associated City planning costs will be paid by the Buyer. The Buyer anticipates
that the process will include the following steps:
a. Submit pre-application for Preliminary Site Layout.
b. Draft conservation easement boundary adjustment & delineate "water protection
zone."
C. Draft right-of-way dedication survey documentation.
d. Obtain property owner concurrence RE: ROW dedication & easements.
e. Obtain Planning approval for variances.
f. Obtain City Council approval RE: ROW dedication & easements.
g. Engineering Design & Permitting.
h. Planning Approval for Environmental Constraints.
i. Site Plan approvals.
(g) The Buyer agrees to work with the Seller during engineering phase of project to ensure final
grades will accommodate ingress and egress on the Seller's driveways in order to minimize
impacts of steep grades as much as possible.
(h) The Seller can continue to drain storm water into Hamilton Creek as long as current state,
federal and local storm drain regulations are met.
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4. Access. To permit Buyer to conduct its due diligence investigation, as long as this letter
remains in effect, Seller will permit Buyer and its agents to have reasonable access to the
Property for purposes of surveying and planning for the use and design of the Property.
5. Conditions to Closing. The closing of the transaction will be subject to certain conditions,
including without limitation the following:
(a) Funds for the purchase of said land are subject to the buyer successfully securing a grant to
purchase the Property.
(b) All required approvals, consents, and authorizations of state and federal regulatory
authorities shall have been received.
(c) All required consents of third parties shall have been received.
(d) Buyer shall have completed a due diligence review of the property and its title of
Seller satisfactory to Buyer in its sole discretion.
The Buyer, as the City, may be required to make make land use and/or building code
decisions affecting development of the subject Right-of-Way and related property according
to local and state laws. The Parties therefore acknowledge that the Buyer cannot and does not
promise or guarantee any particular planning or building code decision or result as part of or
as a condition of achieving the purposes of this letter of intent.
6. Negotiations with Others. Until January 1, 2018, the date on which the parties anticipate that a
Purchase Agreement will be executed, Seller will not offer its stock or assets to, entertain offers
for them from, negotiate for their sale to, or make information about them available (for
purposes of sale) to, any third party.
7. Conduct of Business; Interim Operations. As long as this letter remains in effect, Seller will
use its best efforts to conduct its business in a reasonable and prudent manner in accordance
with past practices, to preserve its existing business organizations and relationships with its
employees, customers, suppliers, and others with whom it has a business relationship, to
preserve and protect its properties, avoid any and all liens, and to conduct its business in
compliance with all applicable laws and regulations'.
8. Closing Date. The closing date under the Purchase Agreement will be the date agreed upon by
the parties.
9. Effect of This Letter. This letter sets forth the intent of the parties only, is not binding on the
parties, and may not be relied on as the basis for a contract by estoppel or be the basis for a
claim based on detrimental reliance or any other theory; provided that paragraphs 6 and 7, and
this paragraph 9 will be enforceable in accordance with their terms. With the exceptions of
paragraphs 4, 6, 7, and this paragraph 9, the parties understand that no party shall be bound
until the Purchase Agreement has been negotiated, executed, delivered, and approved by the
partners or shareholders of Buyer and Seller, as the case may be.
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10. Termination of Negotiations. This letter may be terminated at any time by either party giving
written notice to the other. After notice is given, the parties shall be bound only by paragraphs
6, 7, and 9.
If this letter sets forth your intent to proceed in good faith substantially in the manner outlined
in this letter, please sign a copy of this letter and return it to Buyer. This letter of intent shall be of no
further force and effect if it is not signed by Seller and returned to Buyer by the close of business on
lA12012.
Ver truly yours,
By: o e
Buyer
Accepted and agreed to:
By: $o
Seller
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