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HomeMy WebLinkAboutItem 09 Purchase and Sale Agreement for 753 Centennial Boulevard AGENDA ITEM SUMMARY Meeting Date: 1/19/2016 Meeting Type: Regular Meeting Staff Contact/Dept.: Ken Vogeney/DPW Staff Phone No: 541-736-1026 Estimated Time: Consent S P R I N G F I E L D C I T Y C O U N C I L Council Goals: Maintain and Improve Infrastructure and Facilities ITEM TITLE: PURCHASE AND SALE AGREEMENT FOR 753 CENTENNIAL BOULEVARD ACTION REQUESTED: Accept or reject the following motion: Authorizes the City Manager to execute a Purchase and Sale Agreement with PCLT Development, LLC, for property commonly known as 753 Centennial Boulevard, including any additional modifications to the terms of the Agreement that do not affect the purchase price and as approved by the City Attorney and City Manager. ISSUE STATEMENT: The property at 753 Centennial Boulevard is currently for sale. The property is significantly encumbered with existing easements and setbacks that will make the property difficult to develop. Staff recommends that the City purchase the property for $12,000 to protect existing infrastructure and to facilitate future realignment of 8th Street at Centennial Boulevard. ATTACHMENTS: 1. Draft Purchase and Sale Agreement 2. Photo and Diagram of Property DISCUSSION/ FINANCIAL IMPACT: The property at 753 Centennial Boulevard was previously occupied by a single-family dwelling that burned down. The remainder of the structure was demolished in 2015. PCLT Development, LLC purchased the property and marketed it for sale. Several potential purchasers contacted staff to ask about any restrictions for redeveloping the property. Upon investigation, staff found that the former dwelling did not meet several required setback requirements and that if a new dwelling were to be constructed it would be significantly smaller than the previous structure. Further, a 7-foot wide segment of the City’s Over-Under Channel pipe diagonally crosses the southwesterly portion of the property, with the pipe being within an easement of undefined width recorded in 1948. Given the size and depth of the pipe, staff recommended that a 20-foot wide setback be maintained along the easterly edge of the pipe to protect it from damage from a new dwelling and to facilitate the pipe’s maintenance and future replacement. While the property contains 6,335 square feet, the current setbacks result in the potential area of the property for development being reduced to a triangular area of 1,450 square feet as shown on Attachment 2. Staff hired Charles P. Thompson & Assoc., Inc. to appraise the property and they established a value of $12,000. Staff has contacted PCLT Development and they are willing to sell the property to the City for the appraised value, thereby allowing the City to use the property for the Over-Under Channel and for the potential future realignment of 8th Street when this street is improved to urban standards south of Centennial Boulevard. Staff is continuing to work with PCLT Development to finalize the terms of the Purchase and Sale Agreement and requests Council’s approval of the Agreement subject to any final modifications of the terms as approved by the City Attorney and City Manager. Staff proposes to use funds budgeted in Fund 425 (Storm Drainage Capital) in Account 850093 (Riparian Land Management and Acquisition) to pay for the purchase of this property. PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT is entered into on January _____, 2016, by and between PCLT Development, LLC (“Seller”), and City of Springfield, a municipal corporation of the State of Oregon (“Purchaser”). RECITALS A. Seller owns certain real property commonly known as the “Property,” located at 753 Centennial Blvd., Springfield, Lane County, Oregon, as more particularly described in Section 1 below (collectively, the “Property”). B. Purchaser desires to acquire all the Property from Seller, and Seller is willing to sell and convey all the Property to Purchaser, on and subject to the terms of this agreement (“Agreement”). AGREEMENT 1. Purchase and Sale of the Property. Seller agrees to sell the Property to Purchaser, and Purchaser agrees to purchase the Property from Seller, on the terms and conditions set forth in this Agreement. The Property consists of: (a) The land described as follows and all easements, rights, strips, gores, rights-of- way, and any other rights or interests appurtenant thereto: Beginning at a point on the South line of Lot 12 of Replat of Lots 17, 18 and 19 of CLARK AND WASHBURNE’S ADDITION TO SPRINGFIELD, as platted and recorded in Book 3, Page 14, Lane County Oregon Plat Records, 280 feet East of the Southwest corner of said Lot 12; thence North 90.5 feet; thence East 70 feet; thence South 90.5 feet; thence West along the South line of said Lot 12, 70 feet to the Place of Beginning, in Lane County, Oregon. (b) All the improvements currently situated on the Land (the “Improvements”); and (c) All Seller’s rights (if any) in all tangible personal property located on the Land or in the Improvements. 2. Purchase Price. The total purchase price for the Property is Twelve Thousand Dollars ($12,000.000). 3. Earnest Money Deposit. (DELETED) 4. Payment of Purchase Price. The purchase price must be paid by Purchaser in all cash on the Closing Date (as defined in Section 11.1) subject to the adjustments and credits as provided in this Agreement. 5. Inspection Contingency 5.1 Inspection Rights. Seller shall provide to Purchaser copies of all tests, inspections, environmental assessments, and other written information regarding the property in Seller’s possession. Purchaser will have until midnight at the end of the tenth (10) day after the Effective Date (the “Review Period”) to satisfy itself concerning all aspects of the Property, Attachment 1, Page 1 of 11 including, without limitation, the physical condition thereof; the insurance policies, contracts, leases, and all other financial aspects of the Property; the availability of any governmental permits and approvals; and the feasibility of using the Property for Purchaser’s intended use. Purchaser will have the right to perform such tests, inspections, and feasibility studies on the Property as Purchaser may deem necessary. Seller will permit and, to the extent reasonably required by Purchaser, will assist Purchaser in providing access to Seller’s architects, engineers, contractors, subcontractors, managers, analysts, and appraisers in connection with Purchaser’s review of the Property. 5.2 Inspection Expenses. All costs and expenses of all Purchaser’s tests, inspections, and studies must be paid by Purchaser when due, regardless of whether this transaction closes. 5.3 Removal of Inspection Contingencies. If, by the end of the Review Period, Purchaser has notified Seller in writing that Purchaser rejects the Property in its then-current condition, this Agreement will terminate, whereupon the Deposit will be refunded to Purchaser within five (5) days. This Agreement thereafter will be null and void, and neither party will have any obligation to the other, except as otherwise provided herein. Unless such notice of rejection is given, the inspection contingency will be deemed waived and this Agreement will be binding on Purchaser. If Purchaser elects, Purchaser may offer Seller the opportunity to correct any items Purchaser determines to be unacceptable by providing Seller with written notice before the end of the Review Period of what must be corrected, by what dates, and in what manner (the “Correction Notice”). Within Three (3) days after Seller is given the Correction Notice, Seller will notify Purchaser in writing whether and to what extent Seller will effect and pay for the corrections (the “Notice of Intent to Correct”), all of which must be completed before the Closing Date (defined in Section 11.1). If Seller fails to give a Notice of Intent to Correct within those Three (3) days, Seller will be deemed to have refused to agree to the corrections. Within Three (3) days after Seller gives a Notice of Intent to Correct (or after the last day of the period within which the notice is to be given if it is not), Purchaser may elect to (a) cancel this Agreement, whereupon the Deposit will be immediately refunded to Purchaser, or (b) agree to waive its inspection contingencies as provided in this section, whereupon Seller will promptly commence and proceed with diligence to completion before the Closing Date with the correction of the items that Seller agreed to undertake in its Notice of Intent to Correct. The failure of Purchaser to give notice of its waiver to Seller within the Three (3)-day period will be deemed an election to waive its inspection contingencies in this section. 5.4 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. 5.5 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 Attachment 1, Page 2 of 11 in connection with this Agreement; and (d) as to any information that is otherwise a matter of public record. 6. Title to the Property 6.1 Title Report. A Title Report to the property dated December 23, 2015, Order No. 15-12081 is attached to this Agreement. Purchaser will have until Seven (7) days after execution of this Agreement 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 Three (3) 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. 6.2 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 Five (5) days after Seller’s notification of the election. In this event, the Deposit will be refunded to Purchaser and 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. 7. Property Documentation 7.1 Copies of Leases, Contracts, Other Information. As soon as practicable, Seller will deliver to Purchaser or provide Purchaser access to all the documents and reports regarding the property which are in Seller’s possession or control. Except as otherwise specifically provided in this Agreement, Seller is under no obligation to create any additional data or documentation or obtain any reports for Purchaser. 7.2 Information Provided by Third Parties. Purchaser acknowledges that Seller is not making any representation, warranty, or guaranty with respect to the completeness, accuracy, or reliability of any report, document, or record prepared by any third party regarding the Property [other than that Seller represents it has no actual knowledge of any inaccuracies in such third-party information except as disclosed in writing to Purchaser]. 8. Seller’s Representations 8.1 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, Attachment 1, Page 3 of 11 damages, or rent against tenants who are in default under their Leases as described in the Rent Roll. (c) No Condemnation. To Seller’s knowledge, there is no pending or contemplated eminent domain, condemnation, or other governmental taking of the Property or any portion thereof. (d) 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. (e) No Government Obligations. To Seller’s knowledge, there are no unperformed obligations that are currently due relative to the Property to any governmental or quasi- governmental body or authority. (f) 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. (g) 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. (h) 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. (i) 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). 8.2 Seller’s Knowledge. In each event in which any representation of Seller is limited “to Seller’s knowledge” or similar phrase, that knowledge must include only the actual, personal knowledge (and not the implied, imputed, or constructive knowledge) of Seller, without any investigation or inquiry whatsoever, except that said knowledge includes a general review of Seller’s files. 8.3 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 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. 8.4 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 Attachment 1, Page 4 of 11 the alleged misrepresentation or breach within 24 months after the Closing Date or, if this transaction fails to close, within 6 months after the date this Agreement is canceled or terminates. 9. Purchaser’s Representations Purchaser represents, warrants, and covenants to Seller as follows: 9.1 Purchaser’s Existence and Authority. Purchaser is a validly existing and duly organized municipality under the laws of the State of Oregon and has the full right and authority to conduct its business under the laws of the State of Oregon. 9.2 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. 9.3 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. 9.4 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. 10. Conditions to Closing 10.1 Purchaser’s Conditions. Purchaser acknowledges that Seller does not guarantee the satisfaction of the conditions precedent listed in this Section 10.1 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 8.3, 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 satisfy any of the conditions set forth in this Section 10.1. 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. 10.2 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. Attachment 1, Page 5 of 11 11. Closing 11.1 Closing Date. This transaction will be closed not later than February 20, 2016. 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, scheduling of City Council Agendas, or other causes beyond the party’s reasonable control. 11.2 Manner and Place of Closing. This transaction will be closed by the Escrow Agent in 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. 11.3 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. 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 [charged to Seller as though the Property were removed from such program on the Closing Date] [assumed by Purchaser]. (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) Each party will pay its own attorney fees, if any. 11.4 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 Bargain and Sale Deed, subject to the matters accepted or deemed accepted by Purchaser under this Agreement. (b) The Escrow Agent will calculate the prorations agreed to herein, and the parties will be charged and credited accordingly. (c) Any liens to be paid by Seller at closing will be paid and satisfied of record at Seller’s expense. (d) Purchaser will pay the entire purchase price to Seller in cash, minus the Deposit as adjusted for the charges and credits set forth in this Agreement. (e) The Escrow Agent will be committed to issuing the policy described in Section 11.5 upon recordation of the closing documents. (f) Upon compliance with the parties’ closing instructions, the Escrow Agent will record the deed to Purchaser at Purchaser’s expense. 11.5 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 policy of title insurance in the amount of the purchase price for the Property, subject only to the Escrow Attachment 1, Page 6 of 11 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. 11.6 Possession. Subject to the rights of tenants, Seller will deliver possession of the Property to Purchaser on the Closing Date. Purchaser will be entitled to receive directly from the tenants all rents coming due after the Closing Date. 11.7 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. 11.8 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. 11.9 Indemnification. 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. 12. Defaults and Failure to Close 12.1 Seller’s Remedies. In the event that this transaction fails to close on account of a default by Purchaser under this Agreement, the Deposit 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 Attachment 1, Page 7 of 11 EXCLUSIVE REMEDY FOR PURCHASER’S DEFAULT, SINCE THE PRECISE AMOUNT OF SUCH COMPENSATION WOULD BE DIFFICULT TO DETERMINE. 12.2 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 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. 12.3 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 Three (3) 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. 12.4 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. 12.5 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. 13. Conduct of Business 13.1 Insurance. Seller agrees to continue to maintain its current casualty and liability insurance policies on the Property until the Closing Date but has no responsibility for maintaining any such insurance after the Closing Date or to assign any policy to Purchaser. 13.2 Property Maintenance. Between the date of this Agreement and the Closing Date, Seller agrees to maintain and make ordinary repairs to the Property so as to cause the Property to be delivered to Purchaser in substantially the same condition existing as of the end of the Review Period, ordinary wear and tear, damage by casualty, and damage by condemnation excepted. In no event will Seller be required to make any capital repairs or replacements to the Property between the Effective Date and the Closing Date. 13.3 No Additional Obligations. Except as provided in this section, Seller has no obligation to maintain, repair, alter, reconstruct, or replace any portion of the Property or preserve or enter into any existing or new leases or service contracts, and Purchaser acknowledges that there exist no express or implied representations or covenants to do so. 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. Attachment 1, Page 8 of 11 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 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. 14.5 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, which consent will not be unreasonably withheld. 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. 14.6 Attorney Representation. This Purchase and Sale Agreement was prepared by the law firm of Leahy, Van Vactor, Cox & Melendy, LLP who represented and advised the Purchaser in this transaction. Seller was and is hereby advised that Leahy, Van Vactor, Cox & Melendy, LLP only represents the Purchaser and Seller has had the opportunity to confer with their own expert regarding this Purchase and Sale Agreement and the terms and provisions thereof. 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 certified mail, postage prepaid, directed to the other party. Notices must be delivered, mailed, or sent by facsimile to the following addresses: Seller: PCLT Development, LLC c/o Steve Whitson Proud Ground 5288 N. Interstate Avenue Portland, OR 97219 Facsimile No.: 503-493-7333 Email: steve@proudground.org Purchaser: City of Springfield 225 Fifth Street Springfield, OR 97477 Attn: Ken Vogeney Telephone: 541-736-1026 Cellular: 541-556-7787 Email: kvogeney@springfield-or.gov 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 Attachment 1, Page 9 of 11 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. 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 No Recording. Neither this Agreement nor any memorandum or short form thereof may be recorded. 15.14 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. 15.15 Facsimile Copies. Either party may rely on facsimile copies of this Agreement to the same extent as the originals. 15.16 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 Attachment 1, Page 10 of 11 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first above written. SELLER: PURCHASER: By: By: Printed Name: Printed Name: Its: Its: Date Executed: Date Executed: \\server\data\New\OneDrive for Business\City\Real Property\Centennial, 753 - Purchase\Purchase and Sale Agreement with Earnest Money.doc Attachment 1, Page 11 of 11 Attachment 2 Page 1 of 2 753 Centennial Boulevard SITE Attachment 2 Page 2 of 2