HomeMy Public PortalAbout1995.10.26 Mile High Marina Memo of UnderstandingMEMORANDUM OF UNDERSTANDING
ORIGINAL
This Memorandum (sometimes called this "Agreement" in the rest of this Memoran-
dum) is agreed to October 26, 1995, by and between the City of McCall, an Idaho municipal
corporation ("City'), and McCall Gas Station, Inc., an Idaho business corporation ("MGSI"),
by D. John Carey, of Saratoga, California, its President, for and in consideration of the mutual
promises herein contained.
Recitals
1. City and its Benefited Parties. City enters into this Memorandum on behalf of itself, in part
for the use and benefit of the Urban Renewal Agency for the City of McCall ("Agency").
2. MGSI and Its Benefited Parties. MGSI enters into this Memorandum on behalf of itself,
and on behalf of any partners, partnerships, or corporations now existing in which it now
has an equity interest, or hereafter formed by it with or without others.
3. Kalman, the Railroad Entities, and Definition of "Kalman Deed Property." Samuel
Kalman, as trustee ("Kalman"), owns or claims to own certain property in McCall, Idaho,
formerly the right of way and McCall lumber mill rail yard of the Oregon Short Line Rail
Road, the successor of which was the Union Pacific Railroad (together, "UPRR"), under •
a deed from the UPRR. The Union Pacific Land Resources Corporation owns the mineral
estate in the same lands ("UPLRC"). In the rest of this Agreement such deed from the
UPRR to Kalman together with its exhibits will be called the "Kalman Deed" and the real
property described therein as being conveyed to Kalman will be referred to as "Kalman
Deed Property."
4. City Lawsuit. City has in good faith filed a lawsuit against Kalman, UPRR, and UPLRC
alleging that substantial portions of the Kalman Deed Property in fact belong to City or
are encumbered by easements and other interests held by City. In addition to the interests
asserted in the lawsuit, City in good faith claims or could claim yet further interests for
trails and like public uses that further affect the Kalman Deed Property. This lawsuit and
these claims substantially affect the marketability of, and the availability of financing for
development of, the Kalman Deed Property.
5. Environmental Litigation. Portions of the Kalman Deed Property are involved in litigation
between Kalman and UPRR, and former lessees, having to do with the presence of
petroleum distillates and possibly other pollutants in the soils in the vicinity of the
intersection of Roosevelt Avenue, Railroad Avenue, and Spruce Street. Neither City nor
MGSI desire to acquire any liability in that regard.
6. City Objectives. Kalman has expressed an interest in selling the Kalman Deed Property
to MGSI. City is interested in acquiring clear title to portions thereof which are certain
street rights of way shown on the original plats prior to the construction of the railroad
(generally portions of the McCall Avenue and Fir Street rights -of -way). City is also
interested in quiet possession and ownership of the streets, trails, parking areas, snow
storage areas, sewer easements, water easements, and other public use areas within the
Kalman Deed Property. City desires to build two new roads improving access from
Highway 55 to the golf course, the east side of town, and to Ponderosa Park.
7. MGSI Objectives. MGSI desires to make the purchase and has entered into a preliminary
agreement with Kalman under which MGSI is involved in due diligence and in an effort to
resolve outstanding litigation. MGSI needs to know that the lawsuit and other claims can be
resolved on a reasonable basis before it will complete a purchase. MGSI also has a
developer's interest in seeing improved access to and through the property, as well as the
provision of public parking. MGSI intends to make improvements to real property owned
by it which improvements are important to City's ability to finance road construction.
Memorandum of Understanding printed October 25, 1995,10:30 hours page 1
page 26 of 78