HomeMy WebLinkAboutItem 14 Proposed Sale of City PropertyAGENDA ITEM SUMMARY Meeting Date: 6/17/2013
Meeting Type: Regular Meeting
Staff Contact/Dept.: John Tamulonis/CMO
Staff Phone No: 541-726-3656
Estimated Time: 10 Minutes
S P R I N G F I E L D
C I T Y C O U N C I L
Council Goals: Encourage Economic
Development and
Revitalization through
Community Partnerships
ITEM TITLE: PROPOSED SALE OF CITY PROPERTY
ACTION
REQUESTED: 1. Hold a Public Hearing regarding the proposed sale of property in Glenwood;
2. Approve/not approve the following resolution: A RESOLUTION
AUTHORIZING THE CITY MANAGER TO SELL TWO LOTS IN WEST
GLENWOOD IN ACCORD WITH THE PURCHASE, SALE AND
DEVELOPMENT AGREEMENT
ISSUE
STATEMENT:
The property owner of Tax Lot 700 (adjacent and east of these tax lots) would like
to buy the two westernmost tax lots under City ownership (Tax Lots 100 & 200).
(See Attachments 2 & 3) SEDA purchased three parcels to begin the acquisition
and development of a public storm water system in Glenwood. These westernmost
two tax lots are currently under lease to Hamilton Construction through September
2013 with a possible extension to mid-2014. Combining the three tax lots, the
property owner proposes to build an 85-97-room hotel (Attachment 2) that must
open before July 2015 and has plans to make a subsequent investment on Tax Lots
100 and 200 after Hamilton’s leases ends and the hotel is constructed. The Council
Briefing Memorandum outlines the terms and conditions of the sale and the
required development (Attachment 1) with details in Attachment 6.
ATTACHMENTS: 1. Council Briefing Memo
2. Map of Site
3. RLID Property Reports Tax Lots 100 & 200
4. Appraisal Review 2012-12-07
5. Preliminary Title Report
6. Purchase , Sale and Development Agreement
7. Notice of Public Hearing
8. Resolution
DISCUSSION/
FINANCIAL
IMPACT:
See Council Briefing Memo
ATTACHMENT 1
Page 1 of 2
M E M O R A N D U M City of Springfield
Date: 6/17/2013 COUNCIL
BRIEFING
MEMORANDUM
To: Gino Grimaldi
From: John Tamulonis, Community Development Manager
Subject: Potential Sale of City Property
ISSUE: Provide staff direction regarding:
1. The Council’s interest in selling two tax lots in Glenwood purchased by SEDA several years
ago where Hamilton Construction has a lease until mid-2014 based on Staff
recommendations and
2. Any additional conditions of a sale before moving the sale process to a possible public
hearing.
COUNCIL GOALS/MANDATE:
Community and Economic Development and Revitalization
BACKGROUND: SEDA purchased the two properties along with Tax Lot 500 in 2008 to become
the initial parts of a public stormwater and drainage system for Glenwood. All three are annexed to
the City. The property owner of the Tax Lot 700 on the east wants to purchase Tax Lots 100 and
200 as part of two potential developments and has been working with staff for about two years on
issues regarding development in Glenwood. The prospective purchaser plans to build a hotel on Tax
Lot 700 (with annexation effective June 20, 2013) but needs these two parcels for hotel parking,
access, stormwater treatment, etc. and for a likely second development. The purchaser prefers to
develop in Glenwood and intends to build the facility for a planned June 2014 opening. For this
Glenwood site he has already started his site planning process with pre-application meetings and site
plan development.
DISCUSSION
The properties the City is being asked to sell were appraised in 2008 at a combined value of
$250,000 ($195,000 -- Tax Lot 100; $55,000 -- Tax Lot 200). With a prospective purchaser staff
had the property’s wetlands study re-evaluated and the appraisal reviewed. The wetlands showed a
change in the configuration of the wetlands. The update to that appraisal (12/7/2012) indicates the
values of the parcels total $227,000 with the new wetlands delineation and access constraining use
of the properties (See Attachment 2) and reducing their value slightly.
The prospective purchaser proposed that the City Sell the parcels for $150,000 and the City
countered with a sale price of $160,000 with payments over ten years starting after the hotel is built
in 2014 with annual simple interest paid on balance. SEDA would participate in the purchaser’s
construction cost of the sanitary sewer line across the City-owned Tax Lot 500 to the east of Tax Lot
700. (A cost estimated at substantially under $8,000 and contributing to the future sale value of city-
owned Tax Lot 500 in a future sale. Providing this sanitary line for Tax Lot 500 would otherwise be
problematic or more expensive.) The purchaser will provide access and crossover easements for
sanitary sewer, City’s maintenance of wetlands and storm water facilities, possible public sewer
easements, and secondary access to city-owned parcels to the east and west.
In addition, should the purchaser decide not to build the hotel or cannot start building the hotel by
July 2014, the purchaser agrees to either return the parcel to city ownership or purchase Tax Lots
ATTACHMENT 1
Page 2 of 2
100 and 200 for cash at full value of $227,000.
In discussions of the proposed hotel development with the Oregon Department of Transportation
regarding access to Tax Lots 700 and 100/200, ODOT will require all existing access points to be
combined and located at the juncture of the parcels and limited through a Right of Indenture on a
boundary line of Tax Lot 100 (See Attachment 2). This ODOT requirement is a one-way agreement
that, once imposed, cannot readily be returned to existing conditions. This right-of-indenture would
limit not only the purchaser’s access (from a right-of-access abutting a right-of-way to a right-of-
indenture controlled by ODOT) but also the City/seller’s access (existing access by right-of-
indenture for two lots to access by right-of-indenture for all three lots, even if Tax Lots 100 & 200
would remain or revert to City ownership). Should the Franklin Boulevard access be consolidated as
ODOT requires prior to the property reverting to the City, access by right-of-indenture would
encumber the City’s two parcels, likely reducing value for future sale. Other private crossover
access agreements agreed to by the City and purchaser would provide secondary access among all
four parcels.
The City also has some time built into the P&S Agreement (end of July 2013) to relocate and save
the historic home somewhere off the property by a private party or non-profit. City has had historic
documentation one for the house and an asbestos study to facilitate private relocation of the
building. If not relocated, the structure would be removed by the purchaser.
The reduced price is reasonable in part with the purchaser’s interest in quickly constructing a facility
that will generate substantial revenue to SEDA and the City. Estimated property taxes to SEDA
would be about $85,000 per year for a hotel constructed for $10 million and assessed at $5 million
once complete. Conservatively estimated, the City’s Transient Room Tax (TRT) revenue in the
start-up years would be ~$42,000 based on 50% occupancy of 80 rooms at an average room rate of
$80 per night. The City’s TRT revenue would likely increase to above $60,000 annually thereafter.
RECOMMENDED ACTION:
Staff recommends selling the two parcels for $160,000, somewhat below their current value because
of the property tax and transient room revenue as well as having this significant development at the
western entrance to Glenwood. Approving the attached resolution would authorize the City Manager
to complete the sale and other transactions.
The purchase payments would be equal payments on principle paid over ten years starting after the
hotel is completed with annual simple interest paid on the outstanding balance. City has reasonable
clawback provisions on the property to motivate the development. And should the purchaser not
start construction of the hotel before June 2014 or does not complete construction before July 2015,
the parcels will revert back to the City at no cost or, at purchaser’s option, City will sell the parcels
to the purchaser for a cash amount of $227,000. Purchaser will sign all the access and crossover
easements and necessary dedications for sanitary and access to maintain and service the wetland and
riparian areas. City will participate in cost of sanitary sewer line across City-owned Tax Lot 500.
Attachment 2
Detailed Property Report
Site AddressN/A
Map & Taxlot#17-03-33-44-00100
SIC N/A
Tax Account#0295749
Property Owner 1
CITY OF SPRINGFIELD
225 5TH ST
SPRINGFIELD, OR 97477
Approx. taxlot acreage 0.94
Tax account acreage data not available
Map & Taxlot # 17-03-33-44-00100
Improvements
No assessor photos, assessor sketches or building characteristic information is available for this tax account.
Site Address Information
No site address associated with this tax account number
General Taxlot Characteristics
Geographic Coordinates
X4251488Y876526(State Plane X,Y)
Latitude44.0437Longitude-123.0475
Zoning
Zoning Jurisdiction Springfield
Springfield
Parent ZoneLMILIGHT MEDIUM INDUSTRIAL
Land Use
CodeDescription
V Vacant
General Land Use
CodeDescription
9100Vacant, Unused, Undeveloped Land
Detailed Land Use
Taxlot Characteristics
Incorporated City LimitsSPRINGFIELD
Urban Growth BoundarySpringfield
Year Annexed1999
Annexation #99-07
Approximate Taxlot Acreage 0.94
Approx Taxlot Sq Footage40,946
2010 Census Tract3600
2010 Census Block Group1
Plan Designation N/A
Eugene NeighborhoodN/A
Metro Area Nodal Dev Area No
Historic Property NameN/A
City Historic Landmark?No
National Historical Register?No
Service Providers
Fire Protection Provider City ofSpringfield
Ambulance Provider Springfield Dept of Fire & Life Safety
Produced by CITY OF SPRINGFIELD, City Manager's Office on 3/17/2013 at 7:03PM using RLID (www.rlid.org)Page 1 of 4
Attachment 3, Page 1
Ambulance District EC
Ambulance Service Area East/Central
LTD Service Area? Yes
LTD Ride Source? Yes
Soil Water Cons. Dist/Zone UPPER WILLAMETTEE / 0
Emerald People's Utility DistrictN
Environmental Data
CodeDescription
X5Areas of 500-year flood, areas of 100-year flood with average depths of less than 1 foot or with drainage areas less than 1
square mile, and areas protected by levees from 100-year flood.
FEMA Flood Hazard Zone
FIRM Map Number41039C1141 F
Community Number415592
Post-FIRM Date09/27/1985
Panel Printed?Yes
Soil Map Unit#Soil Type Description% of TaxlotAg Class 1Hydric
26CHEHALIS SILTY CLAY LOAM, OCCASIONALLY FLOODED62%2 No
97NEWBERG-URBAN LAND COMPLEX38%2 No
Soils
Schools
CodeName
School District4J EUGENE
Elementary School4739Camas Ridge
Middle School526 Roosevelt
High School539 South Eugene
Political Districts
Election Precinct2238
City Council WardSP2
City CouncilorHillary Wylie
County Commissioner District2 (Springfield)
County CommissionerSid Leiken
EWEB CommissionerN/A
LCC Board Zone4
State Representative District11
State RepresentativePhil Barnhart
State Senate District6
State SenatorLee Beyer
Liens
None
Building Permits
RLID does not contain any building permit data for this jurisdiction
Land Use Applications
RLID does not contain any landuse application data for this jurisdiction
Petitions
RLID does not contain any petition data for this jurisdiction
Tax Statements (current and previous tax years)
Produced by CITY OF SPRINGFIELD, City Manager's Office on 3/17/2013 at 7:03PM using RLID (www.rlid.org)Page 2 of 4
Attachment 3, Page 2
ACCOUNT#: 0295749
View tax statement(s) for: 2012 2011
Owner/Taxpayer
OwnerAddressCity/State/Zip
CITY OF SPRINGFIELD225 5TH STSPRINGFIELD, OR 97477
Owners
Party NameAddressCity/State/Zip
CITY OF SPRINGFIELD225 5TH STSPRINGFIELD, OR 97477
Taxpayer
Data source: Lane County Assessment and Taxation
Account Status
StatusActive Account Current Tax Year
Account Status none
Remarksnone
Special Assessment Program N/A
Data source: Lane County Assessment and Taxation
General Tax Account Information
Tax Account Acreage data not available
Fire Acres N/A
Property Class 300 INDUSTRIAL, VACANT
Statistical Class N/A
Neighborhood Code 90201
Category Land and Improvements
Data source: Lane County Assessment and Taxation
Township-Range-Section / Subdivision Data
Subdivision Type N/ASubdivision Name N/ASubdivision Number N/A
Phase N/ALot/Tract/Unit # TL 00100Recording Number N/A
Data source: Lane County Assessment and Taxation
Property Values & Taxes
The values shown are the values certified in October unless a value change has been processed on the property. Value changes
typically occur as a result of appeals, clerical errors and omitted property. The tax shown is the amount certified in October. This
is the full amount of tax for the year indicated and does not include any discounts offered, payments made, interest owing or
previous years owing. It also does not reflect any value changes.
Real Market Value (RMV) Total Assessed Value Tax
YearLandImprovementTotal
2012$112,560$0$112,560$36,667$ 0.00
2011$112,560$0$112,560$35,599$ 0.00
2010$113,697$0$113,697$34,562$ 0.00
2009$143,921$0$143,921$33,555$ 0.00
2008$132,038$0$132,038$32,578$ 0.00
2007$132,038$0$132,038$31,629$ 0.00
2006$122,258$0$122,258$30,708$ 0.00
2005$109,159$0$109,159$29,814$ 0.00
2004$94,921$0$94,921$28,946$ 0.00
Produced by CITY OF SPRINGFIELD, City Manager's Office on 3/17/2013 at 7:03PM using RLID (www.rlid.org)Page 3 of 4
Attachment 3, Page 3
2003$87,890$0$87,890$28,103$ 0.00
2002$87,890$0$87,890$27,284$ 0.00
2001$87,020$0$87,020$26,489$ 0.00
2000$54,220$0$54,220$25,717$ 0.00
1999$45,950$0$45,950$24,968$ 416.79
1998$38,610$0$38,610$24,241$ 392.74
1997$37,490$0$37,490$23,535$ 399.22
1996$29,290$0$29,290$29,290$ 449.85
1995$26,150$0$26,150$26,150$ 409.96
Current Year Assessed Value$36,667
Less Exemption Amount * ($36,667)
Taxable Value $0
* Frozen Assessed Value
Exemption Type Cities and Towns
Data source: Lane County Assessment and Taxation
Tax Code Area & Taxing Districts
Tax Code Area (Levy Code) for current tax year 00480
Taxing Districts for TCA 00480 CITY OF SPRINGFIELD
EUGENE SCHOOL DISTRICT 4J
LANE COMMUNITY COLLEGE
LANE COUNTY
LANE EDUCATION SERVICE DISTRICT
SPRINGFIELD ECONOMIC DEVELOPMENT AGENCY
WILLAMALANE PARK & RECREATION DISTRICT
Data source: Lane County Assessment and Taxation
Sales & Ownership Changes
Sale DateSale
Price
Doc #ImageAnalysis
Code
Multiple
Accts?
Grantor(s)Grantee(s)
07/22/2009$700,0002009-44325 K YesOR DEPT OF
ADMINISTRATI VE
SERVICES
CITY OF SPRINGFIELD
09/23/1999$110,0001999-83204 3 YesMORSE ALEXANDRA
F/FISCHER DODD
OR DEPT OF
ADMINISTRATI VE
SERVICES
07/11/1993$01993-47140 6 data not
available
DALE FISCHER TR data not available
06/12/1992$01992-34078 J data not
available
FISCHER, DALE EST data not available
Data source: Lane County Assessment and Taxation
Produced by CITY OF SPRINGFIELD, City Manager's Office on 3/17/2013 at 7:03PM using RLID (www.rlid.org)Page 4 of 4
Attachment 3, Page 4
Detailed Property Report
Site AddressN/A
Map & Taxlot#17-03-33-44-00200
SIC N/A
Tax Account#0295772
Property Owner 1
CITY OF SPRINGFIELD
225 5TH ST
SPRINGFIELD, OR 97477
Approx. taxlot acreage 0.41
Tax account acreage 0.39
Map & Taxlot # 17-03-33-44-00200
Improvements
No assessor photos, assessor sketches or building characteristic information is available for this tax account.
Site Address Information
No site address associated with this tax account number
General Taxlot Characteristics
Geographic Coordinates
X4251327Y876480(State Plane X,Y)
Latitude44.0436Longitude-123.0481
Zoning
Zoning Jurisdiction Springfield
Springfield
Parent ZoneLMILIGHT MEDIUM INDUSTRIAL
Land Use
CodeDescription
V Vacant
General Land Use
CodeDescription
9100Vacant, Unused, Undeveloped Land
Detailed Land Use
Taxlot Characteristics
Incorporated City LimitsSPRINGFIELD
Urban Growth BoundarySpringfield
Year Annexed1999
Annexation #99-07
Approximate Taxlot Acreage 0.41
Approx Taxlot Sq Footage17,860
2010 Census Tract3600
2010 Census Block Group1
Plan Designation N/A
Eugene NeighborhoodN/A
Metro Area Nodal Dev Area No
Historic Property NameN/A
City Historic Landmark?No
National Historical Register?No
Service Providers
Fire Protection Provider City ofSpringfield
Ambulance Provider Springfield Dept of Fire & Life Safety
Produced by CITY OF SPRINGFIELD, City Manager's Office on 3/17/2013 at 7:09PM using RLID (www.rlid.org)Page 1 of 4
Attachment 3, Page 5
Ambulance District EC
Ambulance Service Area East/Central
LTD Service Area? Yes
LTD Ride Source? Yes
Soil Water Cons. Dist/Zone UPPER WILLAMETTEE / 0
Emerald People's Utility DistrictN
Environmental Data
CodeDescription
X5Areas of 500-year flood, areas of 100-year flood with average depths of less than 1 foot or with drainage areas less than 1
square mile, and areas protected by levees from 100-year flood.
FEMA Flood Hazard Zone
FIRM Map Number41039C1141 F
Community Number415592
Post-FIRM Date09/27/1985
Panel Printed?Yes
Soil Map Unit#Soil Type Description% of TaxlotAg Class 1Hydric
97NEWBERG-URBAN LAND COMPLEX53%2 No
26CHEHALIS SILTY CLAY LOAM, OCCASIONALLY FLOODED47%2 No
Soils
Schools
CodeName
School District4J EUGENE
Elementary School4739Camas Ridge
Middle School526 Roosevelt
High School539 South Eugene
Political Districts
Election Precinct2238
City Council WardSP2
City CouncilorHillary Wylie
County Commissioner District2 (Springfield)
County CommissionerSid Leiken
EWEB CommissionerN/A
LCC Board Zone4
State Representative District11
State RepresentativePhil Barnhart
State Senate District6
State SenatorLee Beyer
Liens
None
Building Permits
RLID does not contain any building permit data for this jurisdiction
Land Use Applications
RLID does not contain any landuse application data for this jurisdiction
Petitions
RLID does not contain any petition data for this jurisdiction
Tax Statements (current and previous tax years)
Produced by CITY OF SPRINGFIELD, City Manager's Office on 3/17/2013 at 7:09PM using RLID (www.rlid.org)Page 2 of 4
Attachment 3, Page 6
ACCOUNT#: 0295772
View tax statement(s) for: 2012 2011
Owner/Taxpayer
OwnerAddressCity/State/Zip
CITY OF SPRINGFIELD225 5TH STSPRINGFIELD, OR 97477
Owners
Party NameAddressCity/State/Zip
CITY OF SPRINGFIELD225 5TH STSPRINGFIELD, OR 97477
Taxpayer
Data source: Lane County Assessment and Taxation
Account Status
StatusActive Account Current Tax Year
Account Status none
Remarksnone
Special Assessment Program N/A
Data source: Lane County Assessment and Taxation
General Tax Account Information
Tax Account Acreage 0.39
Fire Acres N/A
Property Class 300 INDUSTRIAL, VACANT
Statistical Class N/A
Neighborhood Code 90201
Category Land and Improvements
Data source: Lane County Assessment and Taxation
Township-Range-Section / Subdivision Data
Subdivision Type N/ASubdivision Name N/ASubdivision Number N/A
Phase N/ALot/Tract/Unit # TL 00200Recording Number N/A
Data source: Lane County Assessment and Taxation
Property Values & Taxes
The values shown are the values certified in October unless a value change has been processed on the property. Value changes
typically occur as a result of appeals, clerical errors and omitted property. The tax shown is the amount certified in October. This
is the full amount of tax for the year indicated and does not include any discounts offered, payments made, interest owing or
previous years owing. It also does not reflect any value changes.
Real Market Value (RMV) Total Assessed Value Tax
YearLandImprovementTotal
2012$34,326$0$34,326$14,792$ 0.00
2011$34,326$0$34,326$14,361$ 0.00
2010$34,673$0$34,673$13,943$ 0.00
2009$43,891$0$43,891$13,537$ 0.00
2008$40,267$0$40,267$13,143$ 0.00
2007$40,267$0$40,267$12,760$ 0.00
2006$37,285$0$37,285$12,388$ 0.00
2005$33,291$0$33,291$12,027$ 0.00
2004$28,949$0$28,949$11,677$ 0.00
Produced by CITY OF SPRINGFIELD, City Manager's Office on 3/17/2013 at 7:09PM using RLID (www.rlid.org)Page 3 of 4
Attachment 3, Page 7
2003$26,805$0$26,805$11,337$ 0.00
2002$26,805$0$26,805$11,007$ 0.00
2001$26,540$0$26,540$10,686$ 0.00
2000$21,880$0$21,880$10,375$ 0.00
1999$18,540$0$18,540$10,073$ 168.15
1998$15,580$0$15,580$9,780$ 158.46
1997$15,130$0$15,130$9,495$ 161.06
1996$11,820$0$11,820$11,820$ 181.55
1995$10,550$0$10,550$10,550$ 165.40
Current Year Assessed Value$14,792
Less Exemption Amount * ($14,792)
Taxable Value $0
* Frozen Assessed Value
Exemption Type Cities and Towns
Data source: Lane County Assessment and Taxation
Tax Code Area & Taxing Districts
Tax Code Area (Levy Code) for current tax year 00480
Taxing Districts for TCA 00480 CITY OF SPRINGFIELD
EUGENE SCHOOL DISTRICT 4J
LANE COMMUNITY COLLEGE
LANE COUNTY
LANE EDUCATION SERVICE DISTRICT
SPRINGFIELD ECONOMIC DEVELOPMENT AGENCY
WILLAMALANE PARK & RECREATION DISTRICT
Data source: Lane County Assessment and Taxation
Sales & Ownership Changes
Sale DateSale
Price
Doc #ImageAnalysis
Code
Multiple
Accts?
Grantor(s)Grantee(s)
07/22/2009$700,0002009-44325 K YesOR DEPT OF
ADMINISTRATI VE
SERVICES
CITY OF SPRINGFIELD
09/23/1999$110,0001999-83204 3 YesMORSE ALEXANDRA
F/FISCHER DODD
OR DEPT OF
ADMINISTRATI VE
SERVICES
07/11/1993$01993-47140 6 data not
available
DALE FISCHER TR data not available
06/12/1992$01992-34078 J data not
available
FISCHER, DALE EST data not available
Data source: Lane County Assessment and Taxation
Produced by CITY OF SPRINGFIELD, City Manager's Office on 3/17/2013 at 7:09PM using RLID (www.rlid.org)Page 4 of 4
Attachment 3, Page 8
Attachment 4, Page 1 of 10
Attachment 4, Page 2 of 10
Attachment 4, Page 3 of 10
Attachment 4, Page 4 of 10
Attachment 4, Page 5 of 10
Attachment 4, Page 6 of 10
Attachment 4, Page 7 of 10
Attachment 4, Page 8 of 10
Attachment 4, Page 9 of 10
Attachment 4, Page 10 of 10
1651 Centennial Blvd. •Springfield, OR 97477
P.O. Box 931 • Springfield, OR 97477
Phone: 541.741.1981
Fax: 541.741.0619
260 Country Club Rd, Ste 120 •Eugene, OR 97401
P.O. Box 10211 •Eugene, OR 97440
Phone: 541.687.9794
Fax: 541.687.0924
TITLE INSURANCE SERVICES • ESCROW CLOSINGS
June 11, 2013
Order No. 12-7261
SUPPLEMENTAL TITLE REPORT
City of Springfield c/o Leahy, Van Vactor
Cox & Melendy, LLP
188 West B Street Bldg N
Springfield, OR 97477
Attn: Bill Van Vactor
e-mail: bvv@emeraldlaw.com
Dear Bill Van Vactor:
Partial Billing
Additional Chain
TOTAL
$100.00
$100.00
We are prepared to issue on request and on recording of the appropriate documents, a policy or policies
as applied for, with coverage's as indicated, based on this preliminary report.
LEGAL DESCRIPTION:
SEE EXHIBIT "A" ATTACHED HERETO
Showing fee simple title as of June 05, 2013, at 8:00 a.m., vested in:
ALPESH PATEL AND KOMAL PATEL, as tenants by the entirety
Subject only to the exceptions shown herein and to the terms, conditions and exceptions contained in the
policy form. No liability is assumed until a full premium has been paid.
Order No.: 12-7261
Page 1 of 4
Attachment 5, Page 1 of 8
SCHEDULE B
GENERAL EXCEPTIONS
1.
2.
3.
4.
5.
Taxes or assessments which are not shown as existing liens by the records of any taxing authority
that levies taxes or assessments on real property or by the public records; proceedings by a
public agency which may result in taxes or assessments, or notices of such proceedings, whether
or not shown by the records of such agency or by the public records.
Facts, rights, interests or claims which are not shown by the public records but which could be
ascertained by an inspection of the land or by making inquiry of persons in possession thereof.
Easements, or claims of easement, not shown by the public records; reservations or exceptions in
patents or in Acts authorizing the issuance thereof; water rights, claims or title to water.
Discrepancies, conflicts in boundary lines, shortage in area, encroachments or other facts which a
correct survey would disclose.
Any lien, or right to a lien, for services, labor, material, equipment rental or workers compensation
heretofore or hereafter furnished, imposed by law and not shown by the public records.
CURRENT EXCEPTIONS:
6.
7.
8.
9.
10.
11.
INTENTIONALLY DELETED
Any adverse claim based upon the assertion that the location of Slough has moved and that any
portion of the subject property has been created by artificial means or has accreted to such
portions so created, or based on the provisions of ORS 274.905 through 274.940.
Easement, granted to Glenwood Water District, including the terms and provisions thereof, by
instrument Recorded September 21, 1995, Reception No. 95-53025, Lane County Oregon
Records.
Urban Renewal Plan for Glenwood, including the terms and provisions thereof, as set forth by
instrument Recorded December 14, 2004, Reception No. 2004-095229.
INTENTIONALLY DELETED
Lease as disclosed by Lane County Tax Rolls.
NOTE: Taxes, Map No. 17-03-34-33-00700, Code 04-28, Account No. 1507381, 2012-2013,
$101.43, paid in full. (Account Assessed to CBS Outdoor Inc.)
Taxes, Map No. 17-03-34-33-00700, Code 04-28, Account No. 0299436, 2012-2013,
$2,598.77, paid in full.
NOTE: The address of the property to be insured herein is: 3005 -3007 Franklin Boulevard,
Eugene, OR 97403.
NOTE: A Judgment/Lien/Bankruptcy Search was done for the name(s) ALPESH PATEL AND
KOMAL PATEL, and as of June 05, 2013, none were found.
NOTE: As of June 5, 2013, there are no liens for the City of Eugene.
INFORMATIONAL NOTE: EVERGREEN LAND TITLE COMPANY FINDS NO NOTICE OF
RESCISSION RECORDED IN THE LAST 24 MONTHS.
Order No.: 12-7261
Page 2 of 4
Attachment 5, Page 2 of 8
INFORMATIONAL NOTE: The current vesting deed and all changes back to the deed which
vests ownership 24 months ago are as follows:
WARRANTY DEED RECORDED JULY 5, 2007, FROM MERRILL LYNCH BANK & TRUST CO.
FSB SUCCESSOR TRUSTEE OF THE ELAINE H. ARMES TRUST DATED NOVEMBER 27,
2001 AMENDMENT FEBRUARY 5, 2004, TO ALPESH PATEL AND KOMAL PATEL, AS
TENANTS BY THE ENTIRETY, RECEPTION NO. 2007-046005.
NOTE: SUPPLEMENTED TO UPDATE REPORT, SHOW TAXES PAID AND DELETE
EXCEPTION #10 WHICH IS NOW SATISFIED.
Very truly yours,
EVERGREEN LAND TITLE COMPANY
HOME OFFICE
By:
Joseph M. Silence
Title Officer
cc:
NO LIABILITY IS ASSUMED HEREUNDER UNTIL POLICY IS ISSUED AND PREMIUM PAID. IF FOR
ANY REASON THE REPORT IS CANCELLED, A MINIMUM CANCELLATION FEE OF $200.00 WILL BE
CHARGED.
Order No.: 12-7261
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EXHIBIT "A"
LEGAL DESCRIPTION
Order No.: 12-7261
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Attachment 6, Page 1 of 23
PURCHASE, SALE AND DEVELOPMENT AGREEMENT
SELLER:
City of Springfield, a municipal corporation of
the State of Oregon
225 Fifth Street
Springfield, OR 97477
PURCHASER:
Alko Investments, LLC,
Attn: Al Patel
1857 Franklin Blvd.
Eugene, OR 97403
Owner of the real property more particularly
described and set forth in Exhibit A (also
known as Map Identification and Tax Lot No.
17-03-33-44-100) and Exhibit B (also known
as Map Identification and Tax Lot No. 17-03-
33-44-200) and Exhibit D (also known as Map
Identification and Tax lot No. 17-03-33-44-
500) attached hereto and incorporated herein
by reference.
Owner of the real property more particularly
described and set forth in Exhibit C (also
known as Map Identification and Tax Lot No.
17-03-33-44-700) attached hereto and
incorporated herein by reference.
THIS PURCHASE, SALE AND DEVELOPMENT AGREEMENT is entered into on May
_________, 2013, by and between the City of Springfield, a municipal corporation of
the State of Oregon, and Alpesh Patel and Komal Patel, Husband and Wife
(“Purchaser”).
RECITALS
A. Seller owns certain real property more particularly described in Exhibits A
(aka Map Identification and Tax Lot No. 17-03-33-44-100) , B (aka Map Identification
and Tax Lot No. 17-03-33-44-200) and D (aka Map Identification and Tax Lot No. 17-
03-33-44-500) located in the Glenwood area of Springfield, Lane County, Oregon, as
more particularly described and set forth in Exhibits A and B attached hereto and
incorporated herein by reference.
B. Purchaser owns certain real property more particularly described in Exhibit
C (aka Map Identification and Tax Lot No. 17-03-33-44-700) located in the Glenwood
area of Springfield, Lane County, Oregon, as more particularly described and set forth
in Exhibit C attached hereto and incorporated herein by reference.
C. Purchaser desires to acquire all the Property more particularly described
and set forth in Exhibits A and B from Seller in order to assemble an abutting three
parcels in a row, Exhibits A, B and C, Tax Lots 100, 200 and 700, and to facilitate
construction of an approximately 80-room hotel on the real property more particularly
described and set forth in Exhibit C; and, Seller is willing to sell and convey all the
Property in Exhibits A and B to Purchaser, on and subject to the terms of this
agreement (the “Agreement”).
D. Seller has established the Glenwood area as an Urban Renewal District of
the City of Springfield for the purpose of stimulating economic development and growth
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in Glenwood and in the Springfield area and as such desires to sell the real property
more particularly described and set forth in Exhibits A and B upon the terms and
conditions herein in order to stimulate that economic growth.
E. There are substantive provisions in this Agreement which are placed there
for the purpose of effecting positive economic development. In the absence of these
conditions effecting positive economic development, Seller would not be interested in
this sale. Purchaser understands the critical importance that Seller has placed upon
these substantive conditions to effect positive economic development and in
consideration for Seller entering into this Purchase, Sale and Development Agreement
agrees to be bound by said conditions.
AGREEMENT
1. Purchase and Sale of the Property. Seller agrees to sell the Property more
particularly described and set forth in Exhibits A and B including all improvements
thereon to Purchaser, and Purchaser agrees to purchase said Property from Seller, on
the terms and conditions set forth in this Agreement; provided, however, Seller
discloses and Purchaser accepts that the property is conveyed subject to an existing
Ground Lease between the City of Springfield and Hamilton Construction Company
dated October 14, 2009, which was amended May 6, 2011, which unless terminated
earlier in conformance with its terms shall remain in full force and effect until
September 30, 2013, with the option to extend in accordance with its terms for one
additional extension term of one year ending September 30, 2014, , and Seller shall
receive and retain all payments made by Hamilton Construction Company as Lessee
under that Lease. Seller discloses that Seller will extend said Lease and Purchaser
agrees to such extension. A copy of said Lease together with its amendment is
attached hereto and incorporated herein by reference as Exhibit E. Purchaser
understands that as part of said Lease Agreement, there exists a restroom and fence
erected by Hamilton Construction Company on Tax Lot 200. Seller agrees to work with
Hamilton regarding the relocation of the restroom and fence on the real property more
particularly described and set forth in Exhibit B to a location at least 70 feet west of the
real property more particularly described and set forth in Exhibit C.
2. Purchase Price. Except as may be modified by Section 4, the total purchase
price for the Property is One Hundred Sixty Thousand Dollars ($160,000.00).
3. Payment of Purchase Price
3.1 The purchase price must be paid as follows: Except as may be specified
in Section 4, Purchaser shall pay ten (10) annual installments of not less than
$16,000.00 per year together with interest thereon on the unpaid balance commencing
October 1, 2013, and continuing on July 1st each and every year thereafter. The entire
balance, principal and interest, is to be paid not later than July 1, 2023. The unpaid
balance shall bear interest at the rate published by the Wall Street Journal, or if not
available, a comparable publication (COFI) annually adjusted on July 1st of each year.
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3.2 All payments shall be made to Finance Director, City of Springfield, 225
Fifth Street, Springfield, Oregon 97477.
4. Positive Economic Development
4.1 It is the express purpose of this sale to provide Purchaser the opportunity
to assemble ownership of three abutting parcels, Exhibits A, B and C, Tax Lots 100, 200
and 700, to facilitate the construction of a hotel, parking, access areas and other
needed infrastructure on Tax Lot 700 (Exhibit C) presently owned by Purchaser and to
use as much of the real property more particularly described in Exhibits A and B (Tax
Lots 100 and 200) as necessary to facilitate that construction. In addition, Purchaser is
looking to further develop commercial improvements on the real property more
particularly described and set forth in Exhibits A and B to complement the hotel to be
built on the real property more particularly described and set forth in Exhibit C.
4.2 Purchaser shall build a multi-story hotel on Exhibit C, Tax Lot 700, with a
construction cost of the building of not less than $7,000,000 with actual
commencement of the construction (e.g. commencement of construction work under
land alteration and development permit) not later than June 30, 2014, and the
completion of construction (e.g. opening of hotel) not later than June 30, 2015.
4.2.1 In the event that Purchaser fails to commence construction by June
30, 2014, the property will revert to the Seller and Seller shall reimburse Purchaser any
installment payments made by Purchaser on the price through the reversion date and
Purchaser shall take all action necessary to clear title to the property and convey it to
Seller. In lieu of reversion, at Purchaser’s option, Purchaser may pay to Seller an
additional $67,000.00 (in addition to the $160,000.00 specified in Section 2) together
with the balance owed on the installment contract in payments specified in Sections 2
and 3. Said payments shall be in accordance with a mutual agreed upon payment plan
which may include deferred payments and upon such agreement, Purchaser shall
receive full title to the property at that time subject to an agreed upon First Trust Deed
encumbrance of the Seller to provide security for such payments. In the event that
Purchaser and Seller mutually agree upon such a plan, Purchaser shall take the
property free of any requirements for commencement or completion of construction.
4.2.2 In the event that Purchaser commences construction by June 30,
2014, but fails to complete construction by June 30, 2015, Purchaser shall pay an
additional $90,000.00 (in addition to the $160,000.00 specified in Section 2) to Seller to
reflect the original price that the Seller paid for the property together with the balance
owed on the installment contract in payments specified in Sections 2 and 3. Said
payments shall be in accordance with a mutually agreed upon payment plan which may
include deferred payments and upon such agreement, Purchaser shall receive full title
to the property at that time subject to an agreed upon First Trust Deed encumbrance of
the Seller to provide security for such payments. In the event that Purchaser and Seller
mutually agree upon such a plan, Purchaser shall take the property free of any
requirements for commencement or completion of construction.
4.2.3 Purchaser and Seller acknowledge that the provisions of 4.2.1 and
4.2.2 are onerous for Purchaser and they are designed to be so to encourage the
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Purchaser to perform on the economic development for which Seller is seeking and for
which Seller would not be selling the property to Purchaser but for that promised
economic development made by Purchaser.
4.2.4 In the event that Purchaser misses a deadline as a direct result of a
delay caused by Seller, Seller shall extend a deadline commensurate with the number of
days involved in the delay.
5. Easements/Access/Consolidation
5.1 Seller shall provide private sewer easements at a location to be
determined by Seller across Exhibit D (Tax Lot 500); provided, however, said provision
will be subject to Seller reaching a mutual agreement with a third-party who has
presently a right to purchase Exhibit D (Tax Lot 500).
5.2 Seller shall also provide ingress and egress access 24 feet in width to
Exhibit A (Tax Lot 100), Exhibit B (Tax Lot 200), Exhibit C (Tax Lot 700) across Tax Lot
500; provided, however, said provision will be subject to Seller reaching a mutual
agreement with a third-party who has presently a right to purchase Tax Lot 500.
5.3 Purchaser shall provide ingress and egress access of 24 feet in width
across Exhibit C (Tax Lot 700) to provide access to Exhibit A (Tax Lot 100) and Exhibit
B (Tax Lot 200).
5.4 Purchaser shall provide access to Owner of Tax Lot 500 and City of
Springfield as may be applicable and execute appropriate easements to Owner and City
of Springfield as may be applicable for the maintenance and servicing of wetlands,
riparian areas, buffer zones and setbacks as depicted on Exhibit E attached hereto and
incorporated herein by reference.
5.5 Purchaser shall consolidate Exhibit A (Tax Lot 100) and Exhibit B (Tax Lot
200) into one tax lot not later than installation of the private sewer lines. Purchaser
may at Purchaser’s discretion consolidate Exhibit A (Tax Lot 100), Exhibit B (Tax Lot
200), and Exhibit C (Tax Lot 700) into one tax lot not later than installation of the
private sewer lines. The purpose of these consolidations is to reduce the number of
sewer lines and to enable Seller to utilize the concept of a private sanitary sewer to
serve Tax Lots 100 and 200 together, and Tax Lot 700 separately, in which case two
private lines would be necessary or to serve Tax Lots 100, 200, and 700 together, in
which case one private line would be necessary.
5.6 Purchaser shall construct a connection to the public sewer system at the
manhole that is south of the southeast corner of Tax Lot 500 with at least an 8-inch
sanitary sewer line and provide a wye- or a tee- connection at a location the City
Engineer specifies along the line through Exhibit D (Tax Lot 500). Seller will reimburse
Purchaser the actual documented cost of the sewer line construction from the manhole
to the mutual boundary of Tax Lot 500 and Tax Lot 700 with costs not to exceed
$10,000.00.
5.7 Seller shall work with ODOT and use its best efforts to extinguish the 25-
foot easement ODOT has on the north side of Tax Lot 700. In the event ODOT fails to
extinguish the 25-foot easement by commencement of construction by June 30, 2014,
the property will revert to Seller and Seller shall reimburse Purchaser any installments
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made by Purchaser on the price through the reversion date and Purchaser shall take all
action necessary to clear title to the property and convey it to the Seller.
5.8 Seller will work with Purchaser and ODOT to redefine access to the real
property more particularly described and set forth in Exhibits A, B and C at Judkins
Drive and Franklin Blvd. Seller and Purchaser have both met with representatives of
ODOT and Purchaser possesses all information that Seller possesses with respect to
ODOT and the access issue. Based on that information, Purchaser understands that it
may be necessary to prohibit direct access from Tax Lot 700 to the Franklin Blvd. right-
of-way except as part of an existing, amended or new right of indenture approved by
ODOT which provides common mutual access for Tax Lots 100, 200 and 700 (including
any necessary reciprocal crossing easements as required by ODOT). Seller shall work
with Purchaser to obtain such access for Tax Lot 700. In the event that: 1) the ODOT
access process is completed prior to purchase, or 2) in the event that Purchaser fails to
perform pursuant to Section 4 and Tax Lot 700 remains in Purchaser ownership,
Purchaser consents to the modified shared access for Tax Lot 700 across Tax Lots 100
and 200. Seller also acknowledges that the shared access from Franklin Blvd. across
Tax Lots 100, 200 and 700 is acceptable. Notwithstanding the previous two sentences,
Seller shall, if requested by Purchaser, work with Purchaser to re-establish direct
abutting access to Franklin Blvd. right-of-way from Tax Lot 700.
5.9 Seller shall provide location for an informational sign for Purchaser’s
business at a location to be determined on Exhibit D (Tax Lot 500); provided, however,
said provision shall be subject to Seller reaching a mutual agreement with any third-
party Purchaser of Exhibit D (Tax Lot 500) from Seller.
5.10 The House.
5.10.1 The sale includes the house presently located on Tax Lot
700; however, Seller may relocate said house at no expense to Purchaser.
Purchaser shall not receive any payment or compensation for removal and
relocation of the house by Seller. Said relocation shall be accomplished by a
licensed structure mover selected by Seller. Relocation shall be to a site selected
by Seller.
5.10.2 The house shall be removed not later than July 31, 2013, or
when it becomes necessary to utilize the immediate and underlying area of the
house in any land alteration including fill, whichever shall first occur. Purchaser
agrees to reasonably work with Seller to defer such land alteration and/or fill for
the immediate and underlying area of the house as long as reasonably possible if
such deferment does not interfere with Purchaser’s development schedule. The
determination of “interference” with Purchaser’s development schedule is solely a
determination by Purchaser.
5.10.3 In the event that Seller is unable to relocate the house
within the time constraints imposed by this Section 5.10, Seller’s opportunity to
relocate the house shall expire and Purchaser shall be solely responsible for all
costs associated with the house including any removal and/or demolition thereof.
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6. Necessary Documents. Purchaser and Seller each agree to execute all
documents, applications, permits, deeds, records which may be necessary to give effect
to this Section 4, Positive Economic Development.
7. Inspection Contingency
7.1 Environmental Assessments. Purchaser is responsible for obtaining its own
environmental inspections of the Land and Improvements. Purchaser agrees to provide
Seller with a true and complete copy of all environmental studies, tests, and reports
that Purchaser obtains in connection with its inspection of the Land or Improvements
and, if authorized by Seller as provided in Section 5.1, with independent splits of each
soil or groundwater sample or other substance or material that may be obtained by
Purchaser or its consultant in form and quantity sufficient for independent analysis.
Purchaser will pay for all costs of its environmental inspections regardless of whether
this sale closes. If any person is required to make any report to any governmental
agency as the result of any environmental inspection, the report will be submitted solely
by Seller.
7.2 Confidentiality Requirements. Purchaser will use and disclose information
it obtains about the Property solely in connection with its purchase evaluation. Unless
and until it acquires the Property, Purchaser will not disclose any such information to
any third party except (a) as and to the extent required by its purchase-money lender;
(b) to its members, shareholders, partners, permitted assignees, successors, property
consultants, and lawyers; (c) to any court of competent jurisdiction in connection with
any mediation, arbitration, or litigation in connection with this Agreement; and (d) as to
any information that is otherwise a matter of public record.
8. Title to the Property
8.1 Title Report. Within fourteen (14) days after the Effective Date, Seller will
order a preliminary title report from the Escrow Agent with respect to the Land (the
“Title Report”). The Title Report will be accompanied by the most legible copies
available of all special exceptions listed therein. Purchaser will have until ten (10) days
after its receipt of the Title Report and copies in which to notify Seller in writing of
Purchaser’s disapproval of any exceptions shown in the Title Report. Any special
assessments shown on the Title Report that are objected to by Purchaser will be
included in Purchaser’s notice. In the event of any disapproval, Seller will notify
Purchaser in writing within ten (10) days after Purchaser’s notification as to whether
Seller agrees to remove any of the exceptions so disapproved, and upon delivering the
notice, Seller will have until the Closing Date described in Section 12.1 to cause the
exceptions that Seller has agreed to remove to be removed of record and from the Title
Report. Purchaser will be deemed to have accepted all title exceptions to which it has
not timely objected.
8.2 Rescission of Agreement—Title Defects. If Seller elects not to eliminate
any title exception disapproved by Purchaser, Purchaser may elect to cancel this
Agreement by written notice to Seller given on or before ten (10) days after Seller’s
notification of the election. In this event, the Deposit will be refunded to Purchaser and
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this Agreement will terminate. If Purchaser does not elect to cancel this Agreement,
Purchaser’s objections to the disapproved exceptions that Seller elected not to eliminate
are deemed waived and the Property will be conveyed to the Purchaser with such
defects without credit against the purchase price. The foregoing notwithstanding, Seller
agrees that it will cause all trust deed liens against the Property that are not accepted
by Purchaser to be released of record by the Closing Date. If Purchaser fails to give
timely notice to Seller of termination under this paragraph, then Purchaser’s right of
termination will be deemed waived.
9. Seller’s Representations
9.1 Content of Representations. Seller represents, warrants, and covenants to
Purchaser as follows:
(a) No Notice of Violation of Zoning and Other Laws. Seller has not received
any written notice from any governmental authority alleging that the Improvements
violate any building codes, building or use restrictions, or zoning ordinances, rules, or
regulations.
(b) No Litigation. To Seller’s knowledge, there is no pending or threatened
litigation or administrative action with respect to the Property, except for any actions for
possession, damages, or rent against tenants who are in default under their Leases as
described in the Rent Roll.
(c) No Additional Assessments. To Seller’s knowledge, there are no
extraordinary governmental assessments or impositions levied against, applicable to, or
proposed for the Property as distinct from ordinary ad valorem property taxes, which
will be disclosed in the Title Report.
(d) No Seller Contamination. To Seller’s knowledge, Seller has not caused any
hazardous substance, waste, or material to be used, generated, stored, or disposed of
on or transported to or from the Land or Improvements in violation of any applicable
law before or during the period in which the Seller has owned the Property. For the
purposes of this paragraph, “hazardous substance, waste, or material” means all
petroleum-based products, radon, asbestos, PCBs, and all substances, wastes, and
materials that are so defined in the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 USC §§9601–9675; the Resource Conservation and
Recovery Act, 42 USC §§6901–6992k; and the Hazardous Materials Transportation Act,
49 USC §§5101–5128.
(e) Authority of Seller. Seller’s execution of, delivery of, and performance
under this Agreement are undertaken according to authority validly and duly conferred
on Seller and the signatories hereto.
(f) No Breach of Agreements. This Agreement and the consummation of the
transaction evidenced by this Agreement do not violate any other agreement to which
Seller is a party.
(g) Nonforeign Status. Seller is not a “foreign person” as defined in IRC
§1445(f)(3), and Seller is not a “transferor” as defined in ORS 314.258(2)(b).
9.2 Effect of Purchaser’s Knowledge. Purchaser agrees that in the absence of
an intent on the part of Seller to fraudulently conceal information about the Property or
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fraudulently mislead Purchaser, Purchaser will not have the right to rely on any
warranty or representation of Seller, and Seller will not be liable for any breach of any
such warranty or misrepresentation, if and to the extent Purchaser is given access to
data or information relating to the Property before the Closing Date that reveals, or
Purchaser’s tests or inspections before the Closing Date reveal, or Purchaser otherwise
knows or has reason to know before the Closing Date of any information that reveals
the warranty or representation to be incorrect, and in any of such events Purchaser
nevertheless elects to close this purchase.
9.3 Survival of Warranties. All Seller’s warranties in this Agreement are
deemed given only as of the date of this Agreement. Seller’s liability for any
misrepresentation or the breach of any warranty under this Agreement will survive the
closing of this transaction, but any claim for any misrepresentation or breach of any
covenant will be deemed to have been waived unless Purchaser files and serves a
complaint for damages or other remedies based on the alleged misrepresentation or
breach within 24 months after the Closing Date or, if this transaction fails to close,
within 24 months after the date this Agreement is canceled or terminates.
10. Purchaser’s Representations
Purchaser represents, warrants, and covenants to Seller as follows:
10.1 Purchaser’s Right to Assign. Purchaser may assign its rights under this
agreement to an entity owned and controlled by Purchaser, either before or after
closing without additional consent from Seller. 10.2 No Third-Party Consents. The
execution of this Agreement by Purchaser and Purchaser’s performance of all its
obligations hereunder are not subject to any approval or consent of any person, board,
committee, or third party.
10.3 No Litigation. Purchaser is not a party to any litigation or civil or criminal
proceedings; no petitions in bankruptcy have been filed by or against Purchaser; and
none of Purchaser’s assets are currently subject to any insolvency, receivership, or
foreclosure proceedings.
10.4 No Breach of Agreements. This Agreement does not breach or violate any
term or provision of any other agreement or contract to which Purchaser is a party.
11. Conditions to Closing
11.1 Purchaser’s Conditions. Purchaser acknowledges that Seller does not
guarantee the satisfaction of the conditions precedent listed in this Section 11.1 and
that Seller’s failure to satisfy the conditions (for any reason other than Seller’s bad
faith) will not be deemed to be a default hereunder but will merely be a failure of a
condition to closing, in which event Purchaser’s sole remedy will be to (1) waive the
condition(s) and any claim against Seller with respect thereto, including, without
limitation, as provided in Section 9.3, or (2) terminate this Agreement and receive a
refund of the earnest money deposit. Furthermore, at Seller’s election, Seller will be
permitted to extend the Closing Date for any period of time up to thirty (30) days to
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satisfy any of the conditions set forth in this Section 11.1. Purchaser’s obligation to
close this transaction is subject to the satisfaction of each of the following conditions:
(a) Seller’s Compliance. Seller’s fulfillment of each of its obligations under this
Agreement in all material respects.
(b) Seller’s Representations. The continuing accuracy of all Seller’s warranties
and representations in this Agreement in all material respects.
(c) Title Insurance. The Title Company must be ready, willing, and able to
issue an extended coverage American Land Title Association owner’s policy of title
insurance in the amount of the Purchase Price, insuring title in Purchaser to the
Premises consistent with the terms of this Agreement and subject only to the title
exceptions approved or deemed approved by Purchaser.
11.2 Seller’s Conditions. Seller’s obligation to close this transaction is subject to
the satisfaction of each of the following conditions:
(a) Purchaser’s Compliance. Purchaser’s fulfillment of each of its obligations
under this Agreement.
(b) Purchaser’s Representations. The continuing accuracy of all Purchaser’s
warranties and representations in this Agreement.
12. Closing
12.1 Closing Date. This transaction will be closed within ten (10) days following
the end of the Review Period (the date that this transaction closes, as evidenced by the
recordation of Seller’s deed to Purchaser, being herein referred to as the “Closing
Date”). Each party may extend the Closing Date one (1) time by up to fourteen (14)
days if the extension is required by illness, transportation delays, the unavailability of
the Escrow Agent, or other causes beyond the party’s reasonable control.
12.2 Manner and Place of Closing. This transaction will be closed by the Escrow
Agent at Evergreen Land Title Company, Springfield, Oregon, or at such other place as
the parties may mutually agree to in writing. Closing will take place in the manner and
in accordance with the provisions set forth in this Agreement.
12.3 Prorations, Adjustments.
(a) All ad valorem real property taxes, assessments, personal property taxes,
utility expenses, and obligations under all repair and maintenance contracts that are not
terminated or required to be terminated by this Agreement by the Closing Date
(collectively, the “Expenses”), and all rentals from tenants and other use fees receivable
under any lease or other agreement concerning the Property (collectively, the
“Income”), will be prorated and adjusted between the parties as of the Closing Date. At
closing, Purchaser will be given a credit against the purchase price equal to the sum of
all accrued but unpaid Expenses, all refundable tenant security deposits held by Seller,
and all prepaid but not yet accrued Income, and Purchaser will pay to Seller all prepaid
but not yet accrued Expenses and all accrued but not paid Income, except past-due
rentals. Any taxes or additional penalties that would be due as a result of removal of
the Property from any tax deferral or special use assessment program will be assumed
by Purchaser.
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(b) Seller and Purchaser will each pay one-half of all conveyance, excise, or
transfer taxes and fees in connection with this sale, and Purchaser will pay the
recording fees for Seller’s deed.
(c) Seller will pay the premium for a standard owner’s title insurance policy in
favor of Purchaser in the amount of the purchase price. Any additional title insurance
coverage or endorsements requested by Purchaser or its lender will be paid by
Purchaser.
(d) Seller and Purchaser will each pay one-half of the escrow and closing fees
charged by the Escrow Agent.
(e) Purchaser will pay all costs and expenses related to Purchaser’s financing.
(f) Each party will pay its own attorney fees.
12.4 Events of Closing. If the Escrow Agent has received the sums and is in a
position to cause the title insurance policy to be issued as described below, this
transaction will be closed on the Closing Date as follows:
(a) Seller will convey the real property to Purchaser by special warranty deed,
subject to the matters accepted or deemed accepted by Purchaser under this
Agreement, in the form attached hereto as Exhibit F.
(b) Seller will convey all its interests in the Personal Property to Purchaser by
good and sufficient bill of sale in the form attached hereto as Exhibit G.
(f) Seller will provide Purchaser with (i) the Certificate of Nonforeign Status
as provided in IRC §1445(b)(2) and (ii) a certificate or other documentary evidence
complying with ORS 314.258 that is reasonably acceptable to Purchaser and the Escrow
Agent and sufficient to assure Purchaser and the Escrow Agent that no withholding is
required under ORS 314.258.
(g) Seller will deliver the original copies of all current Leases and contracts
relating to the Property that are in Seller’s possession or control.
(h) Immediately upon closing, Seller and Purchaser will jointly execute and
deliver a notice to each tenant of the Property advising the tenant of the sale of the
Property and advising the tenant to continue to pay all future rent to Seller.
(i) The Escrow Agent will calculate the prorations agreed to herein, and the
parties will be charged and credited accordingly.
(j) Any liens to be paid by Seller at closing will be paid and satisfied of record
at Seller’s expense.
(k) Purchaser will pay the entire purchase price to Seller in cash, minus the
Deposit and the principal amount of the Assumed Loan assumed by Purchaser, as
adjusted for the charges and credits set forth in this Agreement.
(l) Purchaser will execute and deliver all documents required by Lender in
connection with Purchaser’s assumption of the Assumed Loan.
(m) The Escrow Agent will be committed to issuing the policy described in
Section 12.5 upon recordation of the closing documents.
(n) Upon compliance with the parties’ closing instructions, the Escrow Agent
will record the deed to Purchaser at Purchaser’s expense.
12.5 Title Insurance. As soon as possible after the Closing Date, the Escrow
Agent will furnish Purchaser a standard American Land Title Association form of owner’s
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policy of title insurance in the amount of the purchase price for the Property, subject
only to the Escrow Agent’s standard preprinted exceptions and exclusions for the form
and except for the matters accepted or deemed accepted by Purchaser under this
Agreement. The costs of additional or extended title insurance beyond standard
coverage will be paid by Purchaser, and the availability of any such coverage will not be
a condition of closing.
12.6 Possession. Subject to the rights of tenants, Seller will deliver possession
of the Property to Purchaser on the Closing Date. Seller will continue to be entitled to
receive all rents coming due directly from the tenancy of Hamilton Construction, Inc.
during the term of the Lease or any renewal or extension thereof according to its terms
after the Closing Date.
12.7 Acceptance of Property. Purchaser acknowledges that Purchaser has
assessed, or has had the opportunity to assess, the size, configuration, utility service,
environmentally sensitive areas, means of access, permitted uses, status of title, value,
condition, and all other material aspects of the Property, and, except as specifically
stated herein, Purchaser is not relying on, nor has Purchaser been influenced by, any
statement or representation of Seller or any agent or representative of Seller regarding
any of such items. Except for any actionable breaches of Seller’s representations and
warranties contained herein, Purchaser’s acceptance of the Property and the
satisfaction or waiver of all Purchaser’s conditions to closing will be evidenced solely by
the closing of this transaction and without any other act or confirmation by Purchaser.
Purchaser does not have the option to close this transaction without accepting the
Property in its then current condition, and Purchaser acknowledges that except for any
Seller’s breach of an express warranty stated in this Agreement, Purchaser is acquiring
the Property “AS IS, WHERE IS” in its current condition existing as of the Closing Date,
without any representation or warranty of any kind or nature by Seller.
12.8 Waiver of Certain Claims. As part of the consideration for this Agreement,
Purchaser agrees that except for any breach by Seller of an express warranty stated in
this Agreement, Seller has no liability, and Purchaser hereby waives any claims and
releases Seller for all liability, for any title, physical condition, or any other aspect of the
Property, whether direct or indirect, absolute or contingent, foreseen or unforeseen,
and known or unknown. The waiver and release extend to Seller and Seller’s affiliates,
successors, members, partners, shareholders, directors, officers, employees, and
agents, and their respective heirs, successors, and assigns. Without limiting the
generality of the foregoing, Purchaser waives all rights to contribution, offsets, and
damages that in any manner relate to the compliance of the Property with any law or
regulation applicable thereto, including, without limitation, the Americans
with Disabilities Act, 42 USC §§12101–12213; the Fair Housing Act, 42 USC §§3601–
3631; the Comprehensive Environmental Response, Compensation, and Liability Act, 42
USC §§9601–9675; the Resource Conservation and Recovery Act, 42 USC §§6901–
6992k; the Clean Water Act, 33 USC §§1251–1387; the Safe Drinking Water Act, 42
USC §§300f–300j-26; the Hazardous Materials Transportation Act, 49 USC §§5101–
5128; the Toxic Substances Control Act, 15 USC §§2601–2692; and any and all other
federal, state, and local personal disabilities and environmental laws or regulations.
Attachment 6, Page 12 of 23
12.9 Indemnification. Purchaser will defend, indemnify, and hold harmless
Seller from and against all actions, claims, losses, liabilities, damages, costs, and
expenses (including without limitation reasonable attorney fees) that are caused by
Purchaser’s failure to perform any landlord’s or owner’s obligation under any lease of,
or contract relating to, the Property on and after the Closing Date or for which
Purchaser is responsible in accordance with the terms of this Agreement. Seller will
defend, indemnify, and hold harmless Purchaser from and against all third-party claims
for premises liability regarding any injury or damage to the third party or its property
that occurred on or about the Property before the Closing Date.
13. Defaults and Failure to Close
13.1 Seller’s Remedies. In the event that this transaction fails to close on
account of a default by Purchaser under this Agreement, the Deposit, if any, will be
forfeited by Purchaser and retained by Seller as liquidated damages as Seller’s sole
remedy for the default. SUCH AMOUNT HAS BEEN AGREED BY THE PARTIES TO BE
REASONABLE COMPENSATION AND THE EXCLUSIVE REMEDY FOR PURCHASER’S
DEFAULT, SINCE THE PRECISE AMOUNT OF SUCH COMPENSATION WOULD BE
DIFFICULT TO DETERMINE.
13.2 Purchaser’s Remedies. If this transaction fails to close on account of a
default by Seller under this Agreement, Purchaser’s sole and exclusive remedy will be
either (but not both) (a) the return of the Deposit (with Purchaser thereby waiving any
other remedy that Purchaser may have against Seller at law or in equity, including
without limitation the right to specific performance), and for recovery of Purchaser’s
attorney fees and costs incurred in this transaction not to exceed $__________, or (b)
an action for specific performance of this Agreement for the conveyance of the Property
to Purchaser with Purchaser thereby waiving any other remedy that Purchaser may
have against Seller at law or in equity.
13.3 Defaults. Except for (a) Purchaser’s failure to pay any portion of the
Deposit as and when due hereunder or (b) either party’s wrongful failure to close or
satisfy a condition to closing by the required Closing Date, neither party will be deemed
in default under this Agreement unless the party is given written notice of its failure to
comply with this Agreement and the failure continues for a period of _________ (____)
days after the date the notice is given. This section will not be construed as extending
the time by which any notice or contingency waiver must be given.
13.4 Late Payments. Any debt due to either party by the other under this
Agreement that is not paid when due will bear interest from its due date to and
including the date of payment at the rate of nine percent (9%) per annum. Debts
stated to be payable on demand herein will be considered delinquent as of the fifth
(5th) day after a demand is made in writing. The nondefaulting party will also be
entitled to reimbursement by the defaulting party of all costs, expenses, collection
agency charges, and attorney fees incurred, with or without litigation, in collecting any
debt not paid within fifteen (15) days after its due date and written notice of the
delinquency.
Attachment 6, Page 13 of 23
13.5 Costs and Attorney Fees. If suit, action, arbitration, or mediation is
instituted to interpret or enforce the terms of this Agreement or with respect to any
dispute under this Agreement, the prevailing party is entitled to recover from the other
party the sum that the court, arbitrator, or mediator may adjudge reasonable as costs
and expert witness and attorney fees in any such proceeding, at trial, on any appeal or
petition for review, and in any bankruptcy proceeding (including the adjudication of any
issues peculiar to bankruptcy law), in addition to all other sums provided by law.
13.6 Waiver of Jury Trial. AS PART OF THE CONSIDERATION FOR THIS
AGREEMENT, EACH OF THE PARTIES HERETO WAIVES THE RIGHT TO TRIAL BY JURY
IN CONNECTION WITH ANY DISPUTE OR ACTION UNDER THIS AGREEMENT.
14. Legal Relationships
14.1 Relationship of Parties. This Agreement creates only the relationship of
seller and buyer, and no joint venture, partnership, or other joint undertaking is
intended hereby. Neither party hereto will have any rights to make any representations
or incur any obligations on behalf of the other. Neither party has authorized any agent
to make any representations, admit any liability, or undertake any obligation on its
behalf. Neither party is executing this Agreement on behalf of an undisclosed principal.
14.2 No Third-Party Beneficiaries. No third party is intended to be benefited or
afforded any legal rights under or by virtue of this Agreement.
14.3 Joint and Several Liability. If either party comprises more than one person
or entity, the obligations of each person or entity comprising such party under this
Agreement will be joint and several.
14.4 Real Estate Brokers. Neither party has employed a real estate broker.
Neither Seller nor Purchaser is responsible for the payment of any real estate broker’s
commission.
14.5 Indemnified Parties. Any indemnification contained in this Agreement for
the benefit of a party will extend to the party’s members, directors, shareholders,
officers, employees, and agents.
14.6 Assignments and Successors. Purchaser may not assign or otherwise
transfer this Agreement or any interest herein, voluntarily, involuntarily, or by operation
of law, without the prior written consent of Seller in each instance. Consent is hereby
provided to Purchaser for an assignment of this Agreement or any interest therein to a
corporation or LLC in which Purchaser owns no less than 51% of the interest in said
corporation or LLC. Purchaser will not be released from its obligations under this
Agreement in the event of any assignment or transfer by Purchaser. Subject to the
foregoing, this Agreement will bind and inure to the benefit of the parties hereto and
their respective successors and assigns.
15. General Provisions
15.1 Notices. Notices under this Agreement must be in writing and, if
personally delivered or sent by facsimile, will be effective when received. If mailed, a
notice will be deemed effective on the second day after deposited as registered or
Attachment 6, Page 14 of 23
certified mail, postage prepaid, directed to the other party. Notices must be delivered,
mailed, or sent by facsimile to the following addresses and telephone numbers:
Seller: City of Springfield
Attn: John Tamulonis
225 Fifth Street
Springfield, OR 97477
With a copy to: Joseph J. Leahy
Springfield City Attorney
188 West B Street, Bldg N
Springfield, OR 97477
Purchaser: Alpesh and Komal Patel
1857 Franklin Blvd.
Eugene, OR 97403
With a copy to: Dean Kaufman
Cox & Associates, LLC
142 West 8th Avenue
Eugene, OR 97401
Either party may change its address for notices by at least fifteen (15) days’
advance written notice to the other.
15.2 Time of Essence. Except as otherwise specifically provided in this
Agreement, time is of the essence for each and every provision of this Agreement.
15.3 Invalidity of Provisions. If any provision of this Agreement, or any
instrument to be delivered by Purchaser at closing under this Agreement, is declared
invalid or is unenforceable for any reason, the provision will be deleted from the
document and will not invalidate any other provision contained in the document.
15.4 Neutral Construction. This Agreement has been negotiated with each
party having the opportunity to consult with legal counsel and will be construed without
regard to which party drafted all or part of this Agreement.
15.5 Captions. The captions of the sections and paragraphs in this Agreement
are used solely for convenience and are not intended to limit or otherwise modify the
provisions of this Agreement.
15.6 Waiver. The failure of either party at any time to require performance of
any provision of this Agreement will not limit the party’s right to enforce the provision.
Waiver of any breach of any provision will not be a waiver of any succeeding breach of
the provision or a waiver of the provision itself or any other provision.
15.7 Subsequent Modifications. This Agreement and any of its terms may be
changed, waived, discharged, or terminated only by a written instrument signed by the
party against whom enforcement of the change, waiver, discharge, or termination is
sought.
Attachment 6, Page 15 of 23
15.8 Saturdays, Sundays, and Legal Holidays. If the time for performance of
any of the terms, conditions, and provisions hereof falls on a Saturday, Sunday, or legal
holiday, then the time of the performance will be extended to the next business day
thereafter.
15.9 Venue. In any action brought to interpret or enforce any of the provisions
of this Agreement, the venue will be in Lane County, Oregon.
15.10 Applicable Law. This Agreement will be construed, applied, and enforced
in accordance with the laws of the state of Oregon. All sums referred to in this
Agreement will be calculated by and payable in the lawful currency of the United States.
15.11 Entire Agreement. This Agreement constitutes the entire agreement of the
parties with respect to the Property and supersedes and replaces all written and oral
agreements previously made or existing between the parties.
15.12 No Offer. By providing an unexecuted copy of this Agreement to any
person, neither party is deemed to have made an offer to sell or purchase or otherwise
indicated its willingness to enter into any transaction with respect to the Property, and
this Agreement will not be binding on any party unless and until it has been fully
executed and delivered by Seller and Purchaser.
15.13 Counterparts. This Agreement may be executed simultaneously or in
counterparts, each of which will be deemed an original, but all of which together will
constitute one and the same contract.
15.14 Facsimile Copies. Either party may rely on facsimile copies of this
Agreement to the same extent as the originals.
15.15 Statutory Warning (ORS 93.040(2)). THE PROPERTY DESCRIBED IN THIS
INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING
STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS THAT, IN
FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A
RESIDENCE AND THAT LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS
DEFINED IN ORS 30.930, IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS
INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE
PERSON’S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND
SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER
855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. BEFORE
SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE
PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING
DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY
ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY THE
APPROVED USES OF THE LOT OR PARCEL, TO VERIFY THE EXISTENCE OF FIRE PROTECTION
FOR STRUCTURES AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY
OWNERS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5
TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855,
OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010.
15.16 Force Majeure. Neither party to this Agreement shall be held responsible
for delay or default caused by fire, riot, acts of God and/or war which is beyond that
party’s reasonable control. Purchaser may terminate this Agreement upon written
Attachment 6, Page 16 of 23
notice after determining such delay or default will unreasonably prevent successful
performance of the Agreement.
16. Survival of the Provisions of this Agreement
Due to the critical importance and reliance that Seller and Purchaser have placed
upon Sections 1, 2, 3 and 4 of this Agreement with respect to economic development,
the parties agree that the provisions of Sections 1, 2, 3 and 4 shall survive and may be
enforced for 4 years after execution of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of the day and year first above written.
SELLER: CITY OF SPRINGFIELD PURCHASER: ALKO INVESTMENTS, LLC
______________________________ ______________________________
Gino Grimaldi, City Manager Alpesh Patel
Date Executed: _________________ Date Executed: _________________
______________________________
Komal Patel
Date Executed: _________________
EXHIBIT A
Description of Property owned by Seller
EXHIBIT B
Description of Property owned by Seller
EXHIBIT C
Description of Property owned by Purchaser
EXHIBIT D
Description of Property owned by Seller
EXHIBIT E
Hamilton Construction Company Lease
EXHIBIT F
Warranty Deed
EXHIBIT G
Bill of Sale
Attachment 7
NOTICE OF PROPOSED SALE OF REAL PROPERTY
BY CITY OF SPRINGFIELD
PURSUANT TO OREGON REVISED STATUTE 221.725
NOTICE is hereby given of a proposed sale of two parcels of real property owned
by the City of Springfield to Alko Investments, LLC. The properties proposed to be sold
are: Map Identification 17-03-33-44, Tax Lots 100 and 200.
The Council considers it necessary to sell the properties to stimulate community
and economic development and revitalization in the Glenwood area of Springfield. Alko,
the property owner of Map Identification 17-03-33-44, Tax Lot 700, an abutting parcel,
plans to build a hotel and would use these two parcels for hotel parking, access, and
future development. Construction of the hotel will stimulate economic development in
the Glenwood area of Springfield.
A public hearing on the proposed sale will be held at 7:00 p.m. on June 17,
2013, at the City Council Chambers of the City of Springfield, 225 Fifth Street,
Springfield, Oregon.
The proposed contract of sale includes the purchase price of $160,000.00, other
terms to encourage construction, and terms (in the event of failure to construct the
hotel) to increase the sales price or terminate the sale.
For a complete copy of the proposed sale agreement, Council information
packet, and responses to any questions, contact John Tamulonis, Community
Development Manager, at 541-726-3656 or jtamulonis@springfield-or.gov. Materials
may be viewed at the Office of the City Manager, City of Springfield, 225 Fifth Street,
Springfield, Oregon.
Attachment 8
CITY OF SPRINGFIELD
RESOLUTION NO. _______
A RESOLUTION OF THE COUNCIL OF THE CITY OF SPRINGFIELD REGARDING SALE
OF REAL PROPERTY IN GLENWOOD.
WHEREAS, the Common Council of the City of Springfield has reviewed the proposed “Purchase, Sale
and Development Agreement” between the City of Springfield and Alko Investments, LLC (“Alko”)
regarding the purchase by Alko of City owned property in the Glenwood area of Springfield, Map
Identification 17-03-33-44, Tax Lots 100 and 200; and
WHEREAS, the sale of such lots would facilitate Alko’s construction of a multistory hotel and other
commercial development on Tax Lot 17-03-33-44-700 as well as commercial development on Tax Lots
100 and 200; and
WHEREAS, such construction and development would stimulate economic development and growth in
the Glenwood area of Springfield and specifically within the Glenwood Urban Renewal District; and
WHEREAS, the City has published notice of the proposed sale and held a public hearing regarding the
proposed sale in conformance with the requirements of ORS 221.725; and
WHEREAS, the Council has carefully considered the proposed sale of Tax Lots 100 and 200 and
considers such sale necessary to stimulate the economic growth and development of the City.
NOW THEREFORE, BE IT RESOLVED THAT:
1. The Purchase, Sale and Development Agreement between the City of Springfield and Alko
Investments, LLC is hereby approved.
2. The City Manager or his designee are authorized to take all action necessary to execute the
Purchase, Sale and Development Agreement described above and complete the sale.
3. This Resolution shall take effect upon its adoption by the Council and approval by the Mayor.
ADOPTED by the Common Council of the City of Springfield this _____ day of June, 2013, with a
vote of _____ for and _____ against.
______________________________
Christine L. Lundberg
Mayor
ATTEST:
_______________________
Amy Sowa
City Recorder