HomeMy WebLinkAbout2008-245 IGA - 380 Clay Street
INTERGOVERNMENTAL AGREEMENT
DEVELOPMENT OF 380 CLAY STREET, ASHLAND, OREGON
This Agreement is entered into this L day of ,D~, 2008 by and
between THE CITY OF ASHLAND, an Oregon municipal corporation ("City") and THE
HOUSING AUTHORITY OF JACKSON COUNTY ("HAJC"), an Oregon public corporation.
RECITALS
A. ORS 190.010 permits units of local government to enter into intergovernmental
agreements for' the performance of any or all functions and activities that a party to the
agreement has authority to perform; and
B. The City in partnership with the HAJC jointly desire to acquire all the Clay
Street Property, (Property) from DRRAM Ashland Limited Partnership, (DRRAM), said
Property being located at 380 Clay Street, Ashland, Oregon and more particularly described
and shown in Exhibit A, attached hereto and made a part hereof by this reference; and
C. The City and the HAJC have executed with DRRAM, a Purchase and Sale
Agreement to jointly acquire from DRRAM at closing: fee simple title, as tenants in common
with an undivided interest in the entirety, (City 60% and the HAJC 40%) to the Clay Street
Property described in Exhibit A; and
D. The City and the HAJC must enter into an intergovernmental agreement as a
condition to closing on the Clay Street Property and the parties must agree to division of the
Property after the sale is final to convey to the City 60% of the total property and the HAJC
40% of the total Property; and
NOW, THEREFORE, in consideration for the mutual covenants contained herein the
receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. RECITALS. The recitals set forth above are true and correct and are
incorporated herein by this reference.
2. DURATION. [ORS 190.020(1)(e)]. The term of this Agreement shall
commence after execution by both parties and shall expire on June 30, 2010, unless
administratively extended in writing as provided for herein. The Ashland City
Administrator may extend this Agreement twice, by six (6) months each extension, by
indicating in writing to that an extension of the Agreement is sought under the same terms
and conditions of this Agreement. The extension will be effective upon receipt from HAJC of
written confirmation that the extension under the same terms is acceptable.
HAJC and City of Ashland: Clay Street Intergovernmental Agreement
Page 1 of 9
3. FUNCTIONS OR ACTIVITIES. [ORS 190.020(1)].
(a) The City and the HAJC shall file and pursue to approval, including any
appeals, an application to partition the Property so that at least two legal
parcels are created. The City parcel(s) shall constitute 6001<> of the land area"
of Property and the HAJC parcel shall constitute 4001<> of the land area of the
Property. The parties may agree to create a discrete third parcel for the
wetland area to facilitate continuing maintenance by the City; the wetland
parcel may include land contributions from both HAJC and City from those
specified above. This future land division will be in substantial conformity
with the site layout plan, attached as Exhibit B, which gives the HAJC
approximately four (4) acres of the Property and the City approximately six
(6) acres of the Property. Within sixty days of recording of the plat creating
the respective legal parcels, the parties shall complete the division of
ownership interest by conveyance of deeds from one party to the other,
relinquishing any interest in the respective parcel of the other.
(b) The CITY and HAJC stipulate and agree that after closing and surveyingL
and concurrent with or prior to filing the partition plat of the Property, the
parties shall jointly dedicate to the public, right-of-way sufficient to
construct City standard street access between the parcels, including
required connectivity to adjacent properties. Said dedications shall be as
generally set forth on the site layout plan attached as Exhibit B. In addition,
the City shall dedicate and HAJC shall not oppose or hinder dedication of
an east-west right-of-way to accommodate vehicular, pedestrian and bicycle
traffic, to the extent of the property boundaries, to further future
connectivity between Clay Street and Tolman Creek Road. This provision
does not waive any Ashland Municipal Code provision, or waive or remove
any condition of the respective development approvals that requires the
City and HAJC to construct and complete infrastructure improvements to
service the development.
( c) The parties shall also divide the existing development approvals on the
property [including but not limited to Final Plan PA #2007-00802 and
Outline Plan P A #2004-00141] by making joint application(s) to revise the
approved plans to divide the approval into a two phase development plan
corresponding with the partition. The Parties shall pursue such
applications to approval, including any appeal. Notwithstanding the
division of the total land area in favor of the City (600/0-4001<>), the division of
the development approvals favors HAJC, by approximately 20 units based
on density per acre. Phase I shall be the HAJC parcel and shall receive an
HAJC and City of Ashland: Clay Street Intergovernmental Agreement
~age 2 of 9
allocation of 60 units to 67 units of the 107 approved units in the project.
The approval shall also reserve to the City parcel for future development in
Phase II, the remaining units, (40- 47 units). Any additional units which
may be obtained by amendment to the outline plan, by density bonuses,
transferable development rights or any other means, shall be reserved to the
City .
(d) HAJC shall be fully responsible for obtaining the required Demolition
Relocation and Review Permit from the City of Ashland Building Division
in accordance with AMC Chapter 15 for any building or structure located
on Phase I or within or partially within a proposed road right-of-away prior
to dedication of internal road right-of-way and construction of
infrastructure for Phase 1.
(e) Except where specified herein, the parties shall jointly pursue amendments
to the existing development authorizations and shall divide conditions of
approval between them, in accordance with the intensity of the proposed
development on their respective parcels. The parties acknowledge that the
exact scope and wording of the existing conditions of approval are subject
to alteration by the responsible approval authority in the. modification
process. Neither party shall act in a manner which prejudices the rights of
the other in the land use approval process.
(1) HAJC has agreed to construct and fully fund the following improvements
required as conditions of the development approvals on the property:
i. the ten acre parent parcel's frontage imp!ovement to Clay street shall be
completed by HAJC (Clay improvements)
ii. the street improvements, including pedestrian improvements, adjacent to
the Cooper property fo the north along Clay Street, shall be completed by
HAJC.
iii. the dedications and construction of half street improvements on the interior
streets serving the project, shall be completed by HAJC. Said interior streets
include a 52' wide right-of-way abutting the southern and eastern property
lines of the HAJC proposed 4 acres as set forth by the Site Plan Layout
attached as Exhibit B.
IV. The utility extensions associated with development of the parcel, including
but not limited to storm water, electric, water, and sewer, shall be completed
by HAJC.
HAJe and City of Ashland: Clay Street Intergovernmental Agreement
Page 3 of 9
The parties acknowledge that the exact scope and wording of the existing
conditions of approval, summarized and allocated above, are subject to
alteration by the responsible approval authority in the modification process.
(For example, the improvements adjacent to the Cooper property may be
reduced in the approval process to pedestrian improvements only). Neither
party shall act in a manner which prejudices the rights of the other in the
land use approval process.
(g) HAJC has also agreed to fund the wetland mitigation plan and its
permitting and implementation, to a maximum cost of $80,000.
Notwithstanding the above limitation, HAJC shall be solely responsible for
mitigation plan permitting and implementation as regards any required
Phase I mitigation. The City and/or successor developer or association of
Phase II, will be responsible for wetland mitigation plan costs in excess of
$80,000 and ongoing maintenance of the wetland area.
(h) The City has agreed, subject to local budget law, [subject to non-
appropriation] to fund the following:
1. City shall be responsible for dedication and construction of the remaining
half street improvements on interior streets serving the project. Such
improvements shall be timed with the development of Phase II whether the
development includes Parks development ?r Housing development, or a
combination thereof.
11. The City shall be responsible to construct and fund the installation of an
alley connection from the interior streets serving the project to the existing
McCall Drive alley terminating along the south property line associated
with Phase II of the project.
iii. The City shall be responsible for ensuring the installation of any future
street, bicycle or pedestrian connections through the parent parcel
ultimately connecting Clay Street to Tolman Creek Road.
iv. Subject to paragraph (3)(i) below, the City and HAJC shall complete the
street improvements at the intersection of Clay Street and Ashland Street, as
modified by the Planning Approval.
(i) As regards off-site improvements noted in this Agreement (e.g. f.(ii) and
(h)(iv)] the City and HAJC agree to negotiate in good faith before, during
and after approval of revised development approvals, to equitably
apportion the improvements between the parties based upon the impact of
the respective developments.:
HAJC and City of Ashland: Clay Street Intergovernmental Agreement
Page 4 of 9
(j) The Parties agree to the following disclaimer:
HAJC is not the City's agent and City is not the HAJC's agent for purposes of
any contracts or commitments made by either party. HAJC is solely responsible
for compliance with public contracting rules for its contracts and City is solely
responsible for compliance with public contracting rules for its contracts.
HAJC and City acknowledge and agree that future development approvals,
including revised outline plan, final plan, final plat, final civil plan (construction
plan approval) and construction permits and building permits are subject to
compliance with all applicable approved plans, approval conditions and
applicable land development regulations in effect at the time the approvals are
sought. No rights to obtain revised development approvals, e.g. revised outline
plan, final plan, plat, or building permits nor any other rights to develop the
Clay Street Project have been granted or implied simply by the City's approval
of this Agreement. The HAJC, or its successors and assigns, may not attempt
to force, coerce or intimidate the City to approve the revised or amended
plans, plats or other grant other development authorizations, including
building permits, by asserting that the City has committed to such approvals
for Clay Street Project based on the theory of vested rights or equitable
estoppel or any other legal theory based on the City's approval of this
Agreement, or other approval, or acceptance of donations or dedications
identified herein. City approval of final development orders requires strict
compliance with applicable approval conditions and the applicable criterion
for approval.
4. PAYMENT. [ORS 190.020(1)(a)]. The City and the HAJC agree to each pay one
half of the application fees for: (1) the application to partition the property and (2) the
application fees to amend the existing development approvals PA #2007-00802 and PA #2004-
00141] to divide the authorized development between the parcels. [For example assuming a
three lot partition, the following fees would be split 50/50: partition $1100; modification
$2831]. City is not responsible for paying any portion of application or permit fees
specifically associated with the HAJC site review and development. City is not responsible
for paying HAJC consultants and professionals nor shall HAJC be responsible for City
consultants and professionals. All surveying and engineering costs associated with the
partition, final plan and outline plan modifications shall be borne by HAJC. The parties may
nevertheless enter into written agreements to share the cost of consultants in making the
applications and pursuing developing plans on the subject site.
HAJC and City of Ashland: Clay Street Intergovernmental Agreement
Page 5 of 9
5. REAL OR PERSONAL PROPERTY. [ORS'190.020(1)(d)]. There shall be a
transfer of title to real property at the conclusion of partitioning and after approval of
necessary land use actions. At that time the City will obtain fee simple title to the 60% of the
Property as partitioned under this Agreement, and the HAJC will obtain fee simple title to
the remaining 40% of the Property.
6. TERMINATION. [190.020(1)(f)]. This Agreement may be terminated by
mutual consent by both parties upon notice in writing and delivery by certified mail or
personal service. Such termination shall be without prejudice to any obligations or liabilities
of either party accrued prior to such termination.
7. HOLD HARMLESS. To the extent possible under the limits of the Oregon
Tort Claims Act, City and the HAJC shall hold each other harmless, indemnify, and defend
each other's officers, agents and employees from any and all liability, actions, claims, losses,
damages, or other costs including attorney's fees and witness costs (at both trial and appeal
level, whether or not a trial or appeal ever takes place) that may be asserted by any person or
entity arising from, during, or in connection with the partitioning of the Property, except for
liability arising out of the sole negligence of the other party or its employees. If any aspect of
this indemnity shall be found to be illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity of the remainder of this indemnification.
8. METHOD AND PLACE OF GIVING NOTICE. All notices, bills, and
payments shall be made in writing and may be given by personal delivery or by mail.
Notices, bills, and payments sent by mail should be addressed as follows:
City of Ashland
Attn: Martha Bennett, City Administrator
20 East Main Street
Ashland, Oregon 97520
Phone: 541-488-2100
Fax: 541-552-2092
Housing Authority of Jackson County
Attn: Scott Foster
2251 Table Rock Road
Medford, OR 97501
Fax: 541-857-1118
and when so addressed, shall be deemed given upon deposit in the United States Mail,
postage prepaid. In all other instances, notices, bills, and payments shall be deemed given at
HAJe and City of Ashland: Clay Street Intergovernmental Agreement
Page 6 of 9
the time of actual delivery. Changes may be made to the names and addresses of the person
to whom notices, bills, and payments are to be given by providing notice pursuant to this
paragraph.
9. MERGER. This writing is intended both as the final expression of the
Agreement between the parties with respect to the included terms and as a complete and
exclusive statement of the terms of the Agreement. No modification of this Agreement shall
be effective unless and until it is made in writing and signed by both parties.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in
two (2) duplicate originals, either as individuals, or by their officers, thereunto duly
authorized.
Dated this L day of j)e&nf/~
, 2008.
City of Ashland, Oregon
Housing Authority of Jackson County, Oregon
By: GJ~~
Scott Foster
Housing Authority of Jackson County
Approved as to Form:
Attorney for HAJC
. HAJC and City of Ashland: Clay Street Intergovernmental Agreement
Page 7 of 9
EXHIBIT A
Description of Clay Street Property
Beginning at a point on line between the Southeast Quarter of the Southwest Quarter, and the
Southwest Quarter of the Southwest Quarter of Section 11, Township 39 South, Range 1 East
of the W.M.; Jackson County, Oregon, 9.95 chains North of the Southeast corner of the
Southwest Quarter of the Southwest Quarter of said Section 11, thence North along said line,
9.95 chains, thence North 890 1035' West 10.05 chains; thence South 9.95 chains, thence South
8901035' East 10.05 chains to the point of beginning. (Map No. 391E11C, Tax Lot 2500.
Account No. 1-011503-1, Code 5-08)
HAJC and City of Ashland: Clay Street Intergovernmental Agreement
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EXHIBIT B
Proposed Site Layout for 380 Clay Street
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