Sample Letter of Intent

IN REPLY REFER TO:

C3823 5.B (GATE-S)

Date

XXXX

Dear XXXX.,

This Letter of Intent (LOI) establishes the terms and conditions of the negotiations for a

Proposed Lease, in accordance with 36 CFR 18.3, for residential use of facilities identified

below, which has been deemed a compatible use by NPS. The terms and conditions follow:

The National Park Service (NPS) and XXXX (Offeror/s) agree to enter into good faith

negotiations for a proposed lease (the “Proposed Lease”) of the following property (Premises) in

the Sandy Hook Unit of at Gateway National Recreation Area (“Park” or “GATE”):

Building #XX, also known as the “XXXX”: Residential Use

LCS ID: XXXX

FMSS ID: XXXXX

The Premises do not include, but Lessee shall be allowed access to:

● Corresponding ingress and egress

● Non-exclusive use of common parking area/s.

I. TERMS

1. The Premises shall be used for _________ use as referenced above.

2. This LOI shall be effective XXXX.

3. This LOI shall expire XXXX, unless extended by written agreement of NPS and Offeror

or superseded by a Lease executed between NPS and Offeror. Either party may terminate

this LOI and the negotiations for the Proposed Lease at any time in its discretion by

written notice to the other party by written notice to the other party within five (5) days of

the full execution of this LOI. The term of this LOI is also known as the “feasibility

period.”

4. During the term of this LOI, the Offerors are authorized to take action to secure the

Premises and make efforts to prevent any further deterioration to same. Such temporary

actions include boarding up windows, removal of vegetation, placing tarpaulins on roofs,

and similar efforts. All such efforts must be approved in writing by the Unit Coordinator

prior to commencing same. Any such temporary efforts shall become the property of the

United States without compensation or further obligation to the Offerors.

5. In the event that at the end of the feasibility period, NPS, in its sole discretion and based

on its review of Offeror’s progress throughout the term of this LOI, determines that the

findings of the feasibility study indicated that Offeror is unable to:

a. Meet the Fair Market Value rental payments as required under 36 CFR Part 18

b. Meet the obligations to repair or rehabilitate the Premises

c. Undertake the obligations of the project

d. Otherwise manage the facility obligations

NPS shall notify Offeror of such determination, and unless Offeror provides reasonable evidence

to the contrary within thirty (30) days of such determination, this LOI shall terminate. If the NPS

deems that Offeror is making substantial progress to ensure that it can meet the financial

requirements identified above, this requirement may be extended.

6. In addition, in the event that notwithstanding NPS efforts to negotiate the Proposed Lease

with Offeror, such Proposed Lease has not been executed by both parties prior to the

expiration of the term of this LOI or in the event that either party exercises its right to

terminate this LOI, this LOI shall terminate. In the event of any such termination, the

parties, hereto irrevocably waive and relinquish any and all claims, causes of action

and/or rights to any other monetary compensation or equitable relief of any nature against

the other (the term “other” shall include, without limitation, the respective officers,

employees, and/or agents of NPS and Offeror), in any manner arising out of the

circumstances of this LOI, including, without limitation, its solicitation, negotiation,

execution and related administrative actions, of any nature whatsoever, excepting any

costs identified above by NPS as recoverable in connection with Offeror’s occupancy of

the Premises. In the event of any such termination, Offeror will also be prohibited from

further access to the facilities. NPS shall deem any property left behind “abandoned” and

shall dispose of same in the manner authorized pursuant to applicable law, regulation,

and policy. Offeror shall be liable for any costs incurred by NPS arising in connection

with the disposal of abandoned property.

7. This LOI may be terminated at the discretion of the Superintendent upon 24 hours’

notice, or without notice if damage to resources or facilities occurs or is threatened,

notwithstanding any other term or condition of this LOI to the contrary. In the event of

any such termination, Offeror will be prohibited from further occupancy or utilization of

the facilities. All costs associated with clean-up or damage repairs in conjunction with a

terminated LOI will be the responsibility and obligation of Offeror.

8. All architectural, engineering and other plans, drawings, specifications and studies

relating to the Premises which are developed during the feasibility period shall become

the property of the United States. In order to assure NPS that it will have the legal right to

use such plans, drawings, specifications and the like, Offeror shall include in its

agreements with the architects, engineers and other professionals who prepared such

items and who have any proprietary rights with respect to such items (including the rights

to use thereof in connection with the Premises) provisions whereby NPS shall have the

right to use such plans and other materials in connection with the Premises.

II. OBLIGATIONS:

1. NPS and Offeror will address all matters necessary to achieving execution of the

Proposed Lease, including, without limitation, the Fair Market Value rent for the

Premises, applicable common area charges or fees, the scope of activities Offeror will be

allowed to conduct on the Premises, and other terms and conditions of the Proposed

Lease. All requirements of 36 CFR Part 18 shall apply to the negotiations of all terms

more fully described in Part §18.5, which allows NPS to consider:

a. Any restrictions on the use of the property or terms of the lease that limit the value and/or

the highest and best use of the property; and

b. Any requirements under the lease for the lessee to restore, rehabilitate or otherwise improve

the leased property.

2. Offeror is obligated to insure the premises as follows: Offeror shall carry commercial

general liability insurance against claims occasioned by the action or omissions of the

Offeror, its agents and employees in carrying out the activities and operations authorized

under this LOI. The policy shall be in the amount of $1,000,000 per occurrence and

$3,000,000 aggregate and underwritten by a United States company naming the United

States of America as additionally insured. Offeror agrees to provide the Superintendent

with a Certificate of Insurance with the proper endorsements prior to the effective date of

the LOI. Additionally:

a. All insurance policies shall name the United States of America as an additional insured on

the face of the policy and of the corresponding certificate of insurance, and shall provide that the

NPS shall have no obligation to pay any premium or assessment.

b. All required insurance and any renewals shall be issued by one or more companies of

recognized responsibility licensed to do business in the state in which the Park is located with a

financial rating of at least a Class A- (or equivalent) status, as rated in the most recent edition of

Best’s Insurance Reports (or equivalent) or as otherwise acceptable to the NPS and must have a

Best's Financial Size Category of at least VIII according to the most recent edition of Best's Key

Rating Guide (Property-Casualty edition).

c. All insurance policies shall provide that such policies shall not be cancelled, terminated

or altered without thirty (30) days prior written notice to the NPS. The Offeror must provide to

the NPS a copy of each policy and a certificate of the policy executed by a properly qualified

representative of the insurance company evidencing that the required insurance coverage is in

full force and effect on or before the commencement date of this LOI and periodically thereafter.

The Offeror shall maintain all policies provided throughout the term of this LOI and the Offeror

shall renew such policies before the expiration of the term of the policy.

3. NPS and the Offeror shall coordinate with the Department of the Interior (DOI), Office of

Valuation Services (OVS) to obtain a Fair Market Value rent appraisal or market study,

at Offeror’s cost and expense. The appraisal or market study and any information

identified therein shall remain the property of NPS and NPS is under no obligation to

provide Offeror any information contained therein beyond the actual Fair Market Value

rent. NPS may, at its discretion, offset the cost of the appraisal or market study against

rents due and owing under a subsequently executed lease.

4. Offeror shall make a thorough, independent examination of the Premises and all matters

relevant to Offeror’s decision to enter into the Proposed Lease such that Offeror will be

thoroughly familiar with all aspects of the Premises and satisfied that they are in an

acceptable condition and meet Offeror’s needs. The inspection and review must include:

a. All matters relating to legal requirements as such, but not limited to:

i. Taxes and assessments;

ii. Permitting and other authorizations required from entities other than NPS;

iii. Boundaries, easements, and other, if any, limitations on use of the premises.

b. Physical and functional condition of the Premises and the areas under, or in the vicinity of, the

Premises. Such inspection and review should address the suitability of the Premises for Offeror’s

proposed use. Such inspection and review should include but is not limited to review of:

i. Soils

ii. Structural Conditions

iii. Mechanical, Electrical, Plumbing Systems

iv. Fire Safety Considerations - Adequate fire exits, signage, and necessary sprinklering

v. Hazardous materials identification and abatement, not limited to mold and other sources

of air quality hazards

vi. Accessibility Considerations - ingress/egress

c. Feasibility Review and Pre-Construction Planning - Offeror shall, upon request from NPS,

furnish the NPS with a correct copy of any contract with the professionals such as but not limited

to general contractor, architects, or consultants retained by Offeror in connection with the

activities undertaken herein. In addition, the following are required:

i. A Scope of Work (SOW) which includes specifications for all work proposed including:

1. A project statement that details the intended use/operation of each

property. Documentation of existing conditions, including photos,

for all proposed modifications should be provided.

2. A Code Assessment completed by an architect licensed in the State

of New Jersey.

3. Construction drawings and specifications (including

product/material submissions, landscape plans if any) consistent

with DOI standards for rehabilitation of historic structures for all

improvements or modifications, including Mechanical, Electrical,

Plumbing, and fire suppression systems, that are proposed for each

property, stamped and signed by a professionally licensed architect

or engineer.

4. Cost estimates identifying the total project costs.

5. Offeror is required to provide evidence of the following:

a. Offeror has sufficient skill and resources to rehabilitate the Premises in accordance with the

Secretary's Standards and in accordance with the approved plans and specifications provided as

part of feasibility review and pre-construction planning.

b. Offeror’s possesses the financial capability to complete the rehabilitation and pay Fair Market

Value rent. In support of same, Offeror will identify the source and availability of funds for cost

of rehabilitation and the estimated Fair Market Value rent through bank statements, bank

financing commitment letters, or similar documents;

c. Offeror has sufficient skill and resources to maintain, operate, and manage the Premises,

d. Offeror has sufficient skill and resources to comply with life, health, and safety issues arising

in connection with the proposed use of the Premises.

6. The obligation of NPS to execute the Proposed Lease for the Premises is subject to all

NPS determinations required by 36 CFR Part 18, any other required regulatory or

statutory actions or determinations, and to NPS determinations that Offeror has satisfied

the obligations identified herein.

III. LIMITATIONS

1. Offeror’s activities on the Premises are limited to due diligence activities and

shall be subject to the general supervision and inspection of the NPS and to such rules

and regulations regarding ingress, egress, safety, sanitation and security as may be

prescribed by the Superintendent from time to time.

2. During the term of this LOI, Offeror shall cut no timber or remove any other

landscape features such as shrubs or bushes, conduct no mining or drilling operations;

remove no sand, gravel or similar substances from the ground; commit no waste of any

kind; or in any manner change the contour or condition of the Premises without the

express written consent of the NPS.

This LOI is executed subject to the express condition that the United States, its agents and

employees shall be free from all liabilities and claims for damages and/or suits for or by reason

of any injury, injuries, or death to any person or persons or property of any kind whatsoever,

whether to the person or property of Offeror, its agents or employees, or third parties, from any

cause or causes whatsoever while in or upon said premises or any part thereof during the term of

this agreement or occasioned by any occupancy or use of said premises or any activity carried on

by the Offeror in connection herewith, and the Offeror hereby covenants and agrees to

indemnify, defend, save and hold harmless from and against, and reimburse the United States,

the NPS, its employees, successors, agents, and assigns from all liabilities, charges, expenses and

costs on account of or by reason of any such injuries, deaths, liabilities, claims, suits or losses

however occurring or damages growing out of the same.

Any notice, consent or other communication required or allowed under this LOI shall be in

writing and shall be delivered by hand, sent by courier, sent by prepaid registered or certified

mail with return receipt requested, and shall be deemed to have been given on the earliest of (a)

receipt, (b) one business day after delivery to a courier for overnight expedited delivery service,

or (c) five (5) business days after the date deposited in the United States mail, registered or

certified, with postage prepaid and return receipt requested (provided that such return receipt

must indicate receipt at the address specified), and addressed as appropriate to the following

addresses (or to such other or further addresses as the parties may designate by notice given in

accordance with this Section):

If to the NPS:

Superintendent

Gateway National Recreation Area

210 New York Avenue

Staten Island, NY 10305

If to Offeror:

XXXX

The Offerors are jointly and severally liable for the obligations of this LOI.

This LOI constitutes the entire agreement between NPS and Offeror with respect to the Proposed

Lease of the Premises and supersedes all prior offers or negotiations, whether oral or written.

This LOI may not be amended or modified except by an instrument in writing signed by NPS

and Offeror.

If these terms and conditions are acceptable to you, please so indicate by signing below.

Sincerely,

______________________________

Chief of Business Services Division, Northeast Region

National Park Service

Agreed:

By _____________________________

Title _____________________________

Attest _____________________________

Title _____________________________