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Home My Public Portal About1998.01.29 Sarjak Enterprises r.o.w of Samson Trail Memo of UnderstandingMEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (MOU) is made by and between Sarjak Enterprises, Inc., a California business corporation (SE), and the City of McCall, an Idaho municipal corporation (CM), for and in consideration of the mutual promises contained in it. Background 1. Toothman-Orton Engineers have suggested to both SE and CM that they have a community of interest with respect to certain land along Samson Trail shown on Exhibit "A." Generally speaking, the situation permits clarifying the right-of-way of Samson Trail, consolidating ownership, and facilitating storm and meltwater best management practices in Regional Drainage Basin No. 5. 2. This project would require a wetlands permit and continued management. 3 . CM through its Council has authorized staff to explore the ramifications of this matter and to see if the concept can in fact be implemented. CM would agree to act as stakeholder, that is, as owner and maintainer of the storm and meltwater treatment wetland. 4. SE is willing to provide this land in this fashion, provided there can be understandings about the associated expenses, donation value, permitting, and other business aspects of the transaction. 5. SE is prepared to undertake the wetlands permitting process, but not without assurances provided by this MOU. Agreements 6. CM is prepared to obtain an appraisal of the proposed wetlands property for purposes of establishing its value. 7. SE and CM will jointly apply for a Corps of Engineers Section 404 permit, but expenses of the permitting process will be met by SE. The permitting process will establish the technical feasibility of wetlands project mitigation and of the regional best management practices facility ("RBMPF") envisioned by the parties. An estimate of probable construction costs will be provided as part of the preparation of the permit application. Prior to submission of the application, CM will determine whether the project is feasible for CM. 8 . Exhibit "A" depicts the intended general outcome of the implementation of this MOU, with a tract to be devoted to wetlands and belong to the City, for use as the RBMPF; a tract to be available for development and to belong to SE; and certain re -aligned culverts/storm drains. The parties agree to exchange such further documents, including for one example deeds, as may be necessary to effect this MOU after appraisals and permits are available. 9. It is anticipated that the permit process will allow both parties to determine how much of the RBMPF can be used by SE and CM without construction of additional water quality treatment facilities in accord with the Handbook of Valley County Stormwater Best Management. Practices as adopted in the City of McCall. In like fashion the parties will determine the feasibility of snow storage in the RBMPF. 10. SE confirms that it will convey the RBMPF property to City in exchange for an acknowledgment of the value of the donation established by the appraisal. 11. A survey shall be obtained by CM and SE for purposes of a record of survey encompassing the SE property, the donated RBMPF property, Samson Trail, and the Public Works yard, with such survey to be signed for record by both parties; the survey will record topography and elevation on both sides of Samson Trail for record as well. 12. Additionally, CM agrees to obtain an appraisal from the same appraiser and purchase at appraised value the `triangle' of land belonging to SE which lies northeast of Samson Trail as defined, south of Park/Thompson Streets, and west of the Public Works yard property. Dated: City of McCall Sarjak Enterprises, Inc. by: by: James H. Henderson, John Hanks, V. P. Acting City Manager FAX Date ikalq Number of pages including cover sheet To: -11<r) Phone Fax Phone l 3L�a _ aka CC: City of McCall 16 E. Parts Street P.O. Box 9 8 ro McCall, ID 83638 60,k_ i rom: ,L r42e/AIE Phone 208-634-7142 Fax Phone 208-634 3038 REMARKS: ❑ Urgent For your review ❑ Reply ASAP ❑ Please comment 77aty O T h oee. a. l 1a c)-LJ i r1 ar rI n ql✓; /�-/GLn A era i s euf i f A ear 0_4 ' _ �eeez-e/i1 i(Y��✓ s ��C-+.ems i�,�,r 1 111f J r �-r- ` 1 n frrnS YYtiZ `tire �� harts U/ u tkAn a � if1.e._` ` o r�.e n. I rl Argot.(� of w C4121/ fo-r . d1-4"-E-riA cSe We-- 1,J uu-a l i kg.-- a wr; e-n e61T� cisaf w MEMORANDUM OF UNDERSTANDING FILE COPY This Memorandum of Understanding is entered by and between the City of McCall ("City") and Sarjak Enterprises, Inc. ("Sarjak") for and in consideration of the mutual promises contained in it, effective as dated. Property Deal 1. Sarjak shall acknowledge that the City has acquired by prescription the road right-of-way shown on Exhibit A (the "road right-of-way"), which extends: a) to the far edge of the gravel apron on the south and west side of the road right-of-way, but not past the chain link fence which is located just inside Sarjak's property boundary; and b) from the line described in paragraph 1.a, above, then fifty feet toward and beyond the other side of the improved road, and includes a portion of Sarjak's property adjacent to "Area 4," as described below. 2. Sarjak shall quitclaim to the City all road right-of-way within the boundary shown on Exhibit A . 3. Sarjak shall grant an easement to the City for placement of underground utilities (water, sewer, phone and other electronic or fiber-optic cabling, electrical, gas, and drainage), and above -ground snow storage, within that portion of Sarjak's retained property described on Exhibit A as the "easement area. Sarjak shall convey to the City by special warranty deed the remainder of the approximately 0.11-acre triangular parcel to the north of the road right-of-way as described on Exhibit A as "Area 4." The City shall pay Sarjak the appraised value of this remainder of Area 4. 5.. The above conveyances of the road right-of-way, the easement area, and the north triangle shall be subject to the condition that if the City ever vacates the roadway adjacent to Sarjak's property, the City shall reconvey these interests to Sarjak, along with the other vacated portions of the road right-of-way which are adjacent to Sarjak's property. 6. Sarjak shall donate to the City by special warranty deed the area on the S` southern end of Sarjak's property described on Exhibit A as the "BMP site," which the City shall use solely -for wetland preservation, water quality purposes, treatment of stormwater, and snow storage, reserving .to Sarjak an easement to enter and use the BMP site to store snow removed from Sarjak's retained adjacent property and as a site to receive snowmelt, drainage, and stormwater from Sarjak's retained adjacent property, all such uses to be carried out in accord with the Valley County Handbook of Stormwater Best Management Practices and the terms of any applicable Corps of Engineers wetland permit. A copy of the special warranty deed to be used is attached as Exhibit C. To the extent that there is sufficient capacity on the BMP site to accommodate snow storage or stormwater discharge by both Sarjak and the City, the City also shall be entitled to use the BMP site for these purposes. City - Sarjak MOU, December, 1997, Road r/w and Regional BMP Facility page 1 GARY G. ALLEN JOSEPH H. BAIRD CHRISTOPHER J. BEESON MICHAEL C. CREAMER ROY L. EIGUREN JEFFREY C. FEREDAY JULIE KLEIN FISCHER RAYMOND D. GIVENS L. W. GRANT III J. BART GREEN ROBERT C. HUNTLEY, JR. RICHARD W. JANKOWSKI KARL T. KLEIN DAVID R. LOMBARDI KIMBERLY D. MALONEY KENNETH R. MCCLURE LAW OFFICES GIVENS P U R S L EY a H U N T L EY L L P CHRISTOPHER H. MEYER A LIMITED LIABILITY PARTNERSHIP L. EDWARD MILLER PATRICK J. MILLER 277 NO. 6TH STREET • SUITE 200 JUDSON B. MONTGOMERY TERRY L. MYERS P.O. BOX 2720 • BOISE, IDAHO 83701 RAMONA S. NEAL (208) 388-1200 STEVEN L.OLSEN W. HUGH VRIORDAN FACSIMILE (208) 388-1201 ROBERT L. PHILLIPS KENNETH L. PURSLEY CONLEY WARD December 5, 1997 R E C E I V F8{ STEVEN R. WEEKS HANIE C. WESTERMEIER Via fax (through John Hanks) and U.S. Mail Ted Burton City Attorney City of McCall P.O. Box 986 McCall, ID 83638-0986 RE: `Sarjak-City agreements outline Dear Ted: DEC 0 8 1997 CITY OF AdcCALL DEPT. OF LAW JAMES A. MCCLURE OF COUNSEL Thanks again to you and Jackie Fields for meeting and visiting the Medley/Sampson Trail site with us last week. It was very helpful to explore, on the ground, ways in which both the property owner's and the City's interests might be accommodated. I am confident that they can be. As promised, I am enclosing for your and Jackie's review an outline of the agreements that we propose for the property and wetland/water quality issues at the Medley's site. John Hanks will be providing you with a copy of the drawing from Toothman-Orton that was prepared as a result of our site visit last week. I hope this provides enough basis for at least conceptual Council approval, and that we can proceed to final agreements very soon. Please call with any questions or comments. JCF/jbg cc: John Hanks Sincerely, Jeffrey C. Fereday 1 GARY G. ALLEN JOSEPH H. BAIRD CHRISTOPHER J. BEESON MICHAEL C. CREAMER ROY L. EIGUREN JEFFREY C. FEREDAY JULIE KLEIN FISCHER RAYMOND D. GIVENS L. W. GRANT III J. BART GREEN ROBERT C. HUNTLEY, JR. RICHARD W. JANKOWSKI KARL T. KLEIN DAVID R. LOMBARDI KIMBERLY D. MALONEY KENNETH R. MCCLURE LAW OFFICES GIVENS PURSLEY 8c HUNTLEY LLP Ted Burton, Esq. City Attorney City of McCall P.O. Box 986 McCall, ID 83638-0986 Dear Ted: A LIMITED LIABILITY PARTNERSHIP 277 NO. 6TH STREET • SUITE 200 P.O. Box 2720 • BOISE, IDAHO 83701 (208) 388-1200 FACSIMILE (208) 388-1201 October 2, 1997 CHRISTOPHER H. MEYER L. EDWARD MILLER PATRICK J. MILLER JUDSON B. MONTGOMERY TERRY L. MYERS RAMONA S. NEAL STEVEN L. OLSEN W. HUGH O'RIORDAN ROBERT L. PHILLIPS KENNETH L. PURSLEY CONLEY WARD STEVEN R. WEEKS STEPHANIE C. WESTERMEIER JAMES A. MCCLURE OF COUNSEL It was a pleasure speaking with you today. I appreciate your agreement that this firm may represent Medley Sports and Sarjak Enterprises, Inc. with respect to the wetlands and related issues relating to the Medley property, despite the fact that we represent the City of McCall on certain water right matters. This also will confirm my commitment to secure from Medley and Sarjak a commitment not to attempt to disqualify this firm from representing the City on any matter adverse to these entities that is not substantially related to this wetland matter. Thanks for your consideration, Ted. I look forward to working with you. Sincerely, Jeffrey C. Fereday JCF/jbg cc: John Hanks FILE COPY Dear Ted: GARY G. ALLEN JOSEPH H. BAIRD CHRISTOPHER J. BEESON MICHAEL C. CREAMER ROY L. EIGUREN JEFFREY C. FEREDAY JULIE KLEIN FISCHER RAYMOND D. GIVENS L.W. GRANT III J. SART GREEN ROBERT C. HUNTLEY, RJR, RICHARD W. JANKOWSKI KARL T. KLEIN DAVID R. LOMBARDI KIMBERLY D. MALONEY KENNETH R. MCCLURE GIVENS ' V E NS � LAW OFFICES URSLEY $ HUNTLEY LLP A LIMITED LIABILITY PARTNERSHIP 277 NO. 6TH STREET • SUITE 200 P.O. BOX 2720 • BOISE, IDAHO 83701 (208) 388-1200 FACSIMILE (208) 388.1201 December 5, 1997 Via fax (through John Hanks) and U.S. Mail Ted Burton City Attorney City of McCall P.O. Box 986 McCall, ID 83638-0986 RE: Sarjak-City agreements outline CHRISTOPHER H. MEYER L. EDWARD MILLER PATRICK J. MILLER JUDSON B. MONTGOMERY TERRY L. MYERS RAMONA S. NEAL STEVEN L. OLSEN W. HUGH O'RIORDAN ROBERT L. PHILLIPS KENNETH L. PURSLEY CONLEY WARD R EC Elk/ C&HAu,E. WESTERMEIER SrEVEN R. WEEKS DEC U 8 1997 CITY OF /*CALL DEPT. OF LAW JAMES A. MCCLURE OF COUNSEL Thanks again to you and Jackie Fields for Medley/Sampson Trail site ground, ways in which both with us last week. meeting and visiting the accommodated. It was very helpful to explore on the I am confident that hey owner's and the Cit ' Y can be.Y s interests might be As promised, I am enclosing for agreements that d, propose for the your and Jackie's review an outline the Medley's site. John Hanks property and v etland/water yof the from Toothman- will be providing quality issues at from e t Orton that was prepared as a result of our th a co p his Provides enough basis for at least con copy of the drawing we can proceed to final a site visit last week. I comments. agreements very soon. Please acall with an questions and that Y questions or Sincerely, JCF/jbg cc: John Hanks Jeffrey C. Fereday DRAFT AGREEMENT OUTLINE Property Deal 1. Parties: City of McCall ("City") and Sarjak Enterprises, Inc. ("Sarjak"). 2. Sarjak shall acknowledge that the City has acquired by prescription the road right-of-way shown on Exhibit A (the "road right-of-way"), which extends: a. to the far edge of the gravel apron on the south and west side of the road right-of-way, but not past the chain link fence which is located just inside Sarjak's property boundary; and b. _ feet on the other side of the road, and includes a portion of Sarjak's property adjacent to the "north triangle," as described below. 3. Sarjak shall quitclaim to the City all road right-of-way within the boundary shown on Exhibit A . 4. Sarjak shall grant an easement to the City for placement of underground utilities (water, sewer, phone and other electronic or fiber-optic cabling, electrical, gas, and drainage), and above -ground snow storage, within that portion of Sarjak's retained property described on Exhibit A as the "easement area." 5. Sarjak shall convey to the City by special warranty deed the remainder of the approximately _-acre triangular parcel to the north of the road right-of-way as described on Exhibit A as the "north triangle." The City shall pay Sarjak the appraised value of the north triangle. 6. The above conveyances of the road right-of-way, the easement area, and the north triangle shall be subject to the condition that if the City ever vacates the roadway adjacent to Sarjak's property, the City shall reconvey these interests to Sarjak, along with the other vacated portions of the road right-of- way which are adjacent to Sarjak's property. 7. Sarjak shall donate to the City by special warranty deed the area on the southern end of Sarjak's property described on Exhibit A as the "BMP site," which the City shall use solely for wetland preservation, water quality purposes, treatment of stormwater, and snow storage, reserving to Sarjak's an easement to enter and use the BMP site to store snow removed from Sarjak's retained adjacent property and as a site to receive snowmelt, drainage, and stormwater from Sarjak's retained adjacent property. A copy of the special warranty deed to be used is attached as Exhibit C. To the extent that there is sufficient capacity on the BMP site to accommodate snow storage or stormwater discharge by both Sarjak and the City, the City also shall be entitled to use the BMP site for these purposes. 8. Within 10 days after the date of this Agreement, the parties shall jointly select an appraiser to provide, within sixty days, an appraisal of the fair market value of the north triangle, the easement area, and the BMP site. The City shall bear all costs and expenses of the appraisal. A copy of the appraisal shall be provided to both parties. 9. The City and Sarjak agree, and the City represents, that the original grade of Sarjak's remaining adjacent property ("retained property"), for purposes of evaluating any height or fill restriction that may be applicable to Sarjak or any future owner of the retained property, is 5,0_ feet above sea level, and is the same elevation as the point on the City's property as shown on Exhibit A. 10. Within a reasonable time, but no later than one year after the parties obtain a permit from the U.S. Army Corps of Engineers which will allow the City to carry out a stormwater treatment program on the BMP site, the City shall remove, or seal and abandon, the culvert extending under the roadway and into the retained property and replace it with a culvert extending under the roadway and terminating in the BMP site, all as shown on Exhibit A. If the city fails to carry out this work, Sarjak shall be entitled to remove or seal the existing culvert, and install the replacement culvert under the roadway to the BMP site, if necessary to accommodate development on the retained property, in which case the City shall reimburse Sarjak for such work within sixty days of receiving the invoice for it. Wetland Deal 11. With respect to any approval respecting the BMP site required from the U.S. Army Corps of Engineers under section 404 of the Clean Water Act, 33 U.S.C. § 1344, Sarjak and the City shall file a joint permit application, notice, or mitigation plan, as the case may be, covering such lands (collectively, "application"). The City shall bear its own attorney and engineer fees and costs involved in reviewing and commenting on such joint application, but Sarjak shall pay all other costs of preparing and filing the application as an in -kind donation to the City. Sarjak makes no guarantees, warranties, or representations as to the ultimate success of any such application, and shall not be further obligated if the application is denied. 12. The City shall be responsible for seeking and obtaining all other approvals for the use of any of the property it is acquiring hereunder. Miscellaneous 13. Closing. The closing of this transaction shall take place in the City's offices within ten days following the issuance of the permit from the U.S. Army Corps of Engineers, unless such date is extended by mutual agreement of the parties hereto or as otherwise provided herein. 14. Essence. Time is of the essence of this Agreement. 15. Recording. Neither party shall record this Agreement or any memorandum thereof. 16. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Idaho. 17. Effective date of Agreement. This Agreement shall be effective upon execution by the parties. 18. Entire Agreement. This Agreement shall constitute the entire agreement between the parties. 19. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by any party in connection with this Agreement shall be binding only if evidenced in writing signed by each party or an authorized representative of each party. 20. Successors and Assigns . All of the terms and provisions contained herein shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, personal representatives, successors and assigns. 21. Waiver. The waiver by either party to this Agreement of a breach of any provisions of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach, whether of the same or another provision of this Agreement. Any waiver shall be in writing and signed by the waiving party. 22. Survival of Provisions Beyond Closing. Each of the representations, agreements, warranties and covenants contained in this Agreement shall survive delivery of the special warranty and quitclaim deeds described herein. 23. Rights and Remedies . The parties shall have all rights and remedies provided under Idaho law for a breach or threatened breach of this Agreement, these rights and remedies shall not be mutually exclusive, and the exercise of one or more of these rights and remedies shall not preclude the exercise of any other rights and remedies. Each party confirms that damages at law may be an inadequate for a breach or threatened breach of any provision hereof and the respective rights and obligations of the parties hereunder shall be enforceable by specific performance, injunction, or otherequitable remedy. 24. Notices. Any notice provided for or concerning this Agreement shall be in writing and be deemed sufficiently given when sent by certified or registered United States mail to the respective address of Sarjak or the City as set forth below: 25. Necessary Acts and Cooperation. The parties hereby agree to do any act or thing and to execute any and all instruments required by this Agreement and which are necessary and proper to make effective the provisions of this Agreement. 26. Separate Counterparts. This Agreement may be executed in one or more counterparts, each of which, when so executed, shall be deemed to be an original. Such counterparts shall together constitute and be one and the same instrument. 27. Attorneys' Fees. The prevailing party in any action brought by either party to enforce the terms and conditions of this Agreement shall be entitled to reasonable costs and expenses of such action including attorneys' fees. 28. Recitals. The above recitals are hereby incorporated into this Agreement. IN WITNESS THEREOF, each party to this Agreement has caused it to be executed on the date indicated below. CITY OF McCALL By: SARJAK ENTERPRISES, INC. Date: By: Date: AREA 2 1.95 AC c SjORPGS- 50R e�pG. 1 / SjORP‘GS" 1:k4 6: #1 CITY OF McCALL PUBUC WORKS z i SCALE: 1 = . 60' SARJAK ENTERPRISES INC./ MEDLEY SPORTS Exiimrr l +�6 TOOTHMAN-ORTON ENGINEERING CO. ENGINEERS • SURVEYORS • PLANNERS McCALL AIR TAXI BLDG • McCALL. IDAHO 83638 PHONE: (208)634-4863 • FAX: (208)634-4951 E-FILE 0:\96081\VIED-DHE.OVG OATS 12/08/97 JO6: 96E1-10-200 I / TAKE-1 ..41a xis. 040 rc. i AREA 2 8:,239 Sa. Ft 1.98 AC. / 5�9G. 5, ____ \ \ ..., a \ \ \ /� pG ORPB�. \ S_______.--- ORPGEB\pG•�� I �c S\ I SjORPG I � G I AREA 1 62,218 sq. FL 1.43 AC. CITY OF McCALL PUBLIC WORKS Ff L5, — BEGIN TRANSITION — c i SCALE: 1" = 60' SARJAK ENTERPRISES INC./ MEDLEY SPORTS EXHIBIT A A ROAD 1/2 WIDTH = 3,390 SQ. Fr. TOOTHMAN—ORTON ENGINEERING CO. ENGINEERS • SURVEYORS • PLANNERS McCALL AIR TAXI BLDG • McCALL, IDAHO 83638 PHONE: (208)634-4863 • FAX: (208)634-4951 E-FILE X:\96061WIED-ROW.DWG DATE 11/24/97 J08: 96081-10-200 \ \ \ \(�?\ \ \\ \\ \ / /v; N ;„ j J \ \ n 11 LIMITS OF ' ROAD C . ` �'\1 \ -0 \ 1 \ \ •: \ ', `.\ AREA OF v .. J� i \ \\ \' IMPORTED FILL v �\ \\\, \\ AREA 2 \ \-...J \ \ \\ \ 1.98 AC. \ \ \'\ \ \ AREA 1 \ , \ \ y \ ,i`\ �o� \ / B4O0' , , \ � \ \ \\\`,\\\ \\\ \ N B\OG \ \\,1 \,\ I I 1 • � \ 5�°RP/ l\ \ //\'`` l I \ \ RAGE V \\ +, \ ! LIMITS OF I \ 5- � \\\, / ROAD FILL.) 1 / AREA 3 �i 0.50 AC. ;/ • i GRAVEL CITY OF McCALL PUBLIC WORKS .,\ . \ I \ \ -\- `\`� \ �. SCALE: 1" = 60' SARJAK ENTERPRISES INC./ MEDLEY SPORTS EXHIBIT B TOOTHMAN—ORTON ENGINEERING CO. ENGINEERS • SURVEYORS • PLANNERS McCALL AIR TAXI BLDG • McCALL, IDAHO 83638 PHONE: (208)634-4863 • FAX: (208)634-4951 E-FILE X:\96081\\MEDXHBT2.DWG DATE 11/24/97 JOB: 96081-10-200