Attachment 3450 West Santa Clara Sheet
San Jose. CA 951 is
www calliers.cam
October 16, 2017
Am Andrews
Assistant Town Manager
Town of Los Gatos
110 East Main Street
Los Gatos, CA 95030
wuN +1 408 282 38DD
FAX +1 408 292 8100
VIA EMAIL and HAND DELIVERY
Colliers
ENTE"RNATIONA,
RE: Offer Letter of Intent — Residential Land Parcel at 20 Dittos Lane APN
#529-29-034
This letter of intent (the "Letter") sets forth the terms and conditions under which
381 Pennsylvania Avenue LLC ("Buyer") or its assignees is interested in proceeding with
acquiring the above -referenced parcel.
The Principals of 381 Pennsylvania Ave, LLC (Dan Rubnitz, Joel Rubnitz and Gregory
Howell) are the neighboring property owners of the fourplex known as 18 Dittos Lane and
whose land must be crossed to reach the parcel in question. It is our understanding there is no
recorded easement to cross 18 Dittos which could create an insurmountable burden for any
other prospective buyer. There are a couple of other issues that would need to be discussed with
any new buyer of the property as well. Because of this we believe Howell and Company are in
a unique position to acquire the property from the Town and create some much needed
moderate priced rental housing. Additionally, most municipalities in the State of California
offer any "surplus" land to adjacent property owners before seeking any other third -party
buyers. We believe this to be a customary practice in the State of California and one the Town
of Los Gatos should consider when selling the Dittos property
The Principals are all Tong -term Los Gatos residents, graduates of Los Gatos public schools and
whose kids have also all gone to Los Gatos public schools. They own multiple multi -family
buildings within the town all of which are maintained to the highest level and experience
minimal tenant churn.
Gregory Howell of Howell Development & Investments Inc, is the managing member of 381
Pennsylvania Ave, LLC and will be most involved in the development of this
parcel, Gregory has been involved in building/developing/sales of new homes in Los Gatos
for over 25+ years with over a 100+ homes to his credit in Los Gatos, most recently the very
well received four townhomes built an Hubbell Way across from Campo di 13occe. Mark
DeMattei was Gregory's partner on Hubbell Way and there is a likelihood DeMattei would be
the builder of homes ultimately built on Dittos Lane. Gregory's company built a Carmel
Mission style home on Marchmont Avenue in Los Gatos only a few months ago. His
reputation is impeccable and has a great working relationship with the Town of Los Gatos,
Saratoga and other communities. He is well known for his ability to work closely with
neighbors and coming up with buildings that are supported by neighbors and ultimately making
the process move smoothly by incorporating neighborhood input. It is Gregory's collaborative
approach to his projects that towns, cities and neighbors most appreciate. He is not a "my way
or the highway" type of builder. He listens to all interested parties' concerns and comments and
comes up with projects that all can support. The Dittos project has had a considerable amount
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Page 2 of 4
of feedback from neighbors to this point and it is going to take someone with Gregory's talent
to work with them as well as the Town to come up with a project that is supported by everyone.
The principals understand the processes of development within the town, have extensive
experience in partnering with the neighborhood in understanding their concerns and addressing
them early in the development stage. in short, their adjacent ownership and deep local
relationships will ensure that any development will be sensitive to all stakeholders needs and
that this proposed transaction will proceed smoothly and on time
I. PROPERTY:
2. PURCHASE: PRICE:
3. DEPOSIT:
4. BUYERS' COVENANTS:
5. REVIEW PERIOD:
Property known as 20 Dittos Lane, CA consisting of
approximately 68,825 square foot land site.
Fifty Thousand ($50,000) Dollars
With the Letter of Intent (LOI) the buyer is submitting a
good faith deposit of Five Thousand Dollars ($5,000).
Within five (5) business days from full execution of the
Purchase and Sale (PSA) Agreetent, Buyer shall deposit
the further sum of Forty Thousand Dollars ($40,000) (the
"Initial Deposit") to be held in escrow in an interest
bearing account by Old Republic Title Company during
the pendency of the Agreement. Said Deposit shall be
fully refundable for any reason until the expiration of the
Review Period and applied toward the Purchase Price.
After the Deposit becomes non-refundable, if the Buyer
fails to consummate the transaction as required under the
terms of the Agreement, said Earnest Money shall be
retained by Seller as full and final liquidated damages. If
Seller fails to consummate the transaction as required
under the terms of the Agreement, the Earnest Money
shall be returned to Buyer and Buyer shall be entitled to
such remedies as are set forth in the Purchase Agreement,
including specific performance.
Buyer will develop the lot in question to a minimum of
two (2) and maximum of four (4) single family residences
and will convert on a one -for -one basis apartments at
18 Dittos Lane to deed restricted moderate -priced rental
housing reserved for residents of Los Gatos who are in the
teaching, public safety and/or town employees or other
appropriate jobs within the Town of Los Gatos
boundaries.
Buyer shall have ninety (90) business days (the "Review
Period") following the full execution of the Purchase
Agreement to review and approve all due diligence
documents and complete its due diligence review of the
Property. Following Buyer's Review Period, if it is
satisfied with its due diligence, it will provide written
notice to Seller notifying Seller that the Deposit will
Colliers
INTERNATIONAL
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b. CLOSING DATE &
CONDITIONS;
7. BROKERS, LEGAL FEES, &
COSTS:
8. EXCLUSIVITY / CONF1DEN
TIALITY:
Page 3 of 4
become non-refundable.
Seller shall provide all third -party reports in Seller or
Broker's possession or reasonable control relating to the
Property including, without limitation, environmental,
zoning, title, survey, property conditions, and the
verification of the square footage of the building
(collectively "Third Party Reports"), investigation of all
applicable Covenants, Conditions and Restrictions,
reciprocal easement agreements, condition of the soils and
the presence of any hazardous containing materials. The
due diligence materials shall be provided to Buyer within
five (5) days following execution of the Purchase
Agreement.
The Closing shall take place on or before fifteen (15) days
after the end of the Review Period.
Buyer and Seller warrants and represcnts to the other that
it has not engaged or dealt with any broker, salesman,
finder or similar intermediary in connection with the
purchase of the Property other than Colliers representing
Buyer; and each shall hold harmless, indemnify and
defend the other from and against any claim based on any
alleged fact inconsistent with such party's warranty and
representation contained in this paragraph.
Colliers International will be compensated per separate
agreement with the Buyers.
Each party to this transaction shall pay its own legal fees.
All other costs and expenses, relating to title and escrow
shall be allocated as are customarily done in the County
of Santa Clara.
Following the execution of this Letter, during which time
Seller and Buyer shall work in good faith to negotiate and
execute a mutually acceptable Agreement, Seller agrees to
negotiate exclusively with Buyer for the sale of the
property and will not directly or indirectly transfer, sell,
assign, lease, or commit to transfer any portion of the
Property to any party other than Buyer or take any other
action that would have a materially adverse effect on the
ability of Seller to consummate the transactions
contemplated hereby. The Exclusivity shall be for twenty
(20) business days following execution of this Letter, and
shall automatically be extended if the parties continue to
negotiate the Agreement beyond such period. Buyer and
Seller shall treat the terms and conditions of this letter of
intent in a confidential manner, with each party agreeing
to disclose the nature of the transaction contemplated
- Colliers
INTERNAT'ONAL
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9. EXPRESSION OF INTENT
Page 4 of 4
herein only to those third parties who are required to
know such.
This Letter expresses only the intent of the parties and
notwithstanding anything herein to the contrary, shall not
be deemed a legally binding agreement except with
respect to the "Exclusivity/Confidentiality" paragraph
above, which shall be binding presently and shall survive
the termination of this Letter. Accordingly, if the
Agreement is no executed for any reason, neither party
shall have any liability to the other except for the
covenants set forth in the "Exclusivity/Confidentiality"
paragraph.
If this letter accurately sets forth the basic business terms which would be acceptable for a
proposed transaction, please execute and return an original of this letter to the undersigned
within 60 days of today's date.
Respectfully yours,
COLLIERS INTERNATIONAL
Nick Goddard, MRICS, CCIM
Vice President
+I 408 282 3858
nick.goddard@colliers.com
CA License No. 01164466
AGREED AND ACCEPTED:
11/ BUYER:SELLER:
By: `l By:
sY t�D0_Q,� Printed Name:
Its: G& Z &V Its:
Date: itO' 2:
^' Date:
Printed Name:
Colliers
I.1TE:RNATIUNAL
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