HomeMy WebLinkAboutItem 01 North Glenwood Real PropertyAGENDA ITEM SUMMARY Meeting Date: 6/29/2020
Meeting Type: Regular Meeting
Department: City Manager’s Office
Staff Contact: Nancy Newton/Mary
Bridget Smith
S P R I N G F I E L D ECONOMIC Staff Phone No: 541 726 3700
DEVELOPMENT AGENCY Estimated Time: 30 Minutes
ITEM TITLE: NORTH GLENWOOD REAL PROPERTY REQUEST
ACTION
REQUESTED:
Provide guidance regarding SCDC request to use the SEDA North Glenwood
Property for the indoor track facility.
ISSUE
STATEMENT:
SCDC is the nonprofit heading up the indoor track project and it has requested that
SEDA use its North Glenwood property for the project. Securing a site is crucial to
SCDC starting its fundraising efforts. Before considering SCDC’s request, SEDA
was preparing to issue a Request for Qualifications for private entity to develop the
North Glenwood Property.
ATTACHMENTS: Attachment 1: Draft Resolution
Attachment 2: Draft Real Property Option Template
Attachment 3: Willamalane Resolution 19-20-06
Attachment 4: North Glenwood Property Map
DISCUSSION/
FINANCIAL
IMPACT:
SCDC
The Coronavirus Pandemic has delayed SCDC’s efforts but they are still working
toward accomplishing their goal of constructing an indoor track and sports facility
in Glenwood. They meet weekly and have been focusing on three areas: building
predesign, branding strategy, and fundraising. The 90-day predesign work in
partnership with Chambers Construction and PIVOT Architecture to configure the
facility and determine a cost just resumed. Branding work is being done in
collaboration with the AHM with the purpose of defining, branding and
communication strategy for the project. The fundraising aspects at this point
predominantly include conducting a fundraising feasibility study, private
fundraising, and obtaining grants. Finally, the overall timeline of the project has
shifted because the World Athletics Championships was rescheduled to July 2022
and the Olympic Team Trials to June 2021.
Willamalane
Willamalane received a similar request from SCDC to be the facility
owner/operator. In conjunction with that request, it undertook an internal SWOT
analysis, interviewed operators of similar facilities and commissioned a revised
feasibility study and pro forma. That work concluded that the facility would be
operationally feasible and profitable five years from opening. Willamalane passed
a resolution affirming that it was supportive of operating the facility but its
participation was predicated on certain actions like a public survey, fundraising
completed by 2025, agreements with key partners and funding assistance for the
first five years of operation.
SEDA
SEDA evaluated that request on March 9, 2020 and directed staff to participate in
the predesign period, investigate financial impacts and reach out to adjacent
property owners, and determine if there is an agreement we can reach with SCDC
that still protects SEDA’s interest while allowing the project to move forward.
Some ways SEDA can establish that it is committing its property to the project
include passing a resolution affirming its commitment, negotiating an MOU with
SCDC or executing a real property option with SCDC that commits the property to
SCDC while they are still in their due diligence phase. A draft resolution and option
agreement is attached for discussion purposes.
{00016404:1} PAGE 1 OF 2
2664808.1 040107 RSIND
SPRINGFIELD ECONOMIC DEVELOPMENT AGENCY (SEDA)
RESOLUTION NO. ___________
A RESOLUTION PLEDGING THE SPRINGFIELD ECONOMIC DEVELOPMENT AGENCY’S
SUPPORT TO SITING AN INDOOR TRACK FACILITY ON ITS NORTH GLENWOOD PROPERTY
WHEREAS, SEDA accepted the Glenwood Urban Renewal Plan on November 15, 2004 by Resolution
2004-02;
WHEREAS, One of the primary intentions of the Glenwood Urban Renewal Plan (the “Plan”) is to
stimulate new investment by public, private, non-profit, or community-based organizations on vacant
or underdeveloped property in Glenwood to achieve the objectives of the Plan;
WHEREAS, the Springfield Community Development Corporation (SCDC) is leading the efforts to have
an indoor track and event facility in Glenwood;
WHEREAS, SEDA owns property in Glenwood where SCDC would like to site the indoor track and
event facility;
WHEREAS, SCDC has made a formal request to site the indoor track and event facility on SEDA’s
property;
WHEREAS, SCDC has engaged local architect and construction firms to assist with the planning and
design of the facility (“due diligence period”) and has invited SEDA staff to participate in that process;
WHEREAS, Siting the indoor track and event facility on SEDA’s property will require the cooperation of
adjacent property owners;
WHEREAS, SCDC anticipates that the due diligence period will be complete October 31, 2020;
WHEREAS, SCDC has also made a formal request for Willamalane to own and operate the indoor track
and event facility;
WHEREAS, on March 11, 2020, the Willamalane Park and Recreation District Board of Directors
passed Resolution No. 19-20-06 pledging their support of operating the indoor track and event facility
contingent on certain conditions including; a public survey, the site being located in its district
boundaries, SCDC meeting its fundraising goals by August of 2025, that any changes in the project
yield similar or better results for Willamalane, key partnerships are solidified, costs remain consistent,
key funding sources for operation in the early stages of the project are secured and construction is
substantially complete in August of 2025;
WHEREAS, SEDA would like publicly affirm its support of the indoor track and event facility and
SCDC’s request to site the property on its property upon certain conditions;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF SEDA, AN URBAN RENEAL
AGENCY IN THE STATE OF OREGON, AS FOLLOWS:
Section 1: SCDC makes best efforts to cooperate, facilitate and assist in discussion with
stakeholders such as the City of Springfield and Willamalane about forming key
Attachment 1, Page 1 of 2
{00016404:1} PAGE 2 OF 2
2664808.1 040107 RSIND
partnerships for the development of the indoor track and event facility.
Section 2: SEDA can participate in the due diligence period.
Section 3: Adjacent Property Owners agree to cooperate with SCDC and SEDA on siting the
indoor track and event facility on SEDA’s property.
Section 4: SEDA agrees to not pursue other development opportunities on its North
Glenwood property for the length of this Resolution and due diligence period.
Section 5: Placeholder for inserting any of Willamalane Resolution Conditions.
Section 6: Placeholder for other conditions.
Section 7: This Resolution will last as long as the due diligence period.
ADOPTED by the Board of Directors of SEDA, an Urban Renewal Agency of the City of
Springfield this ___ day of _________, ____, by a vote of _____ for and ____ against.
_______________________
Marilee Woodrow, Chair
ATTEST:
_______________________________
City Recorder
Attachment 1, Page 2 of 2
{00016406:1} OPTION AGREEMENT Page -1-
OPTION AGREEMENT AND AGREEMENT OF PURCHASE AND SALE
DATE: , 2020 ("Effective Date")
FROM: Springfield Economic Development Corporation (SEDA) ("Owner")
TO: Springfield Community Development Corporation (SCDC) ("Optionee")
RECITALS
A. Owner is an urban renewal agency organized under the Oregon urban renewal
statutes and the Owner’s property is located in the Glenwood Urban Renewal
District.
B. Optionee is a nonprofit leading the efforts to construct an indoor track and event
facility in Glenwood.
C. The purpose of the parties entering into this agreement is to bring enrichment,
community benefit and economic development to Glenwood.
D. Owner owns fee simple title to the real property described in Exhibit A attached
hereto, together with all improvements situated on it. The real property and
improvements, together with all other rights, hereditaments, and tenements
appurtenant to the real property and improvements, are collectively referred to
herein as the "Property."
E. Optionee desires to acquire an option to purchase the Property on the terms and
conditions herein stated for the purpose of locating their planned indoor track
and event facility. Owner has agreed to grant Optionee an exclusive option to
purchase the Property and the parties desire to evidence their agreement
regarding the option.
The parties agree to incorporate the recitals into this agreement and as follows:
AGREEMENT
Section 1. Grant of Option
Owner, for and in consideration of the sum of $X paid to Owner by Optionee in cash,
receipt of which is acknowledged by Owner, grants to Optionee the sole and exclusive
option to purchase the Property in the manner and for the price stated in this
Agreement.
Section 2. Option Terms
Attachment 2, Page 1 of 16
{00016406:1} OPTION AGREEMENT Page -2-
2.1 Term. The initial term of the Option (the "Initial Term") shall commence on
the Effective Date and shall continue for a period of X months. Optionee shall have the
right to extend the term of the Option for an additional period of X months. This
extension period (the "Extension Term") will commence on the date the Initial Term
expires. The Initial Term and the Extension Term may be referred to collectively in this
Agreement as the "Term." Optionee's written notice to Owner and payment of the
Option Money Payment for the extension term under Section 3 prior to the expiration of
the Initial Term shall be deemed to constitute an election to extend the Option for the
Extension Term. If the last day of the Initial Term or the Extension Term falls on a
Saturday, a Sunday, or a holiday recognized by the federal government or the state of
Oregon, all of Optionee's rights during either such time period shall extend through the
next business day.
2.2 Exercise of Option. This option shall be exercised, if at all, by written
notice (the "Exercise Notice") given by Optionee to Owner at any time during the Initial
Term or the Extended Term, which notice shall state that Optionee has elected to
exercise this option. This option may be exercised only with respect to the entirety of
the Property, and nothing contained herein shall be construed as permitting Optionee to
purchase less than all of the Property pursuant to this option. Upon exercise of this
option, Optionee shall be obligated to purchase the Property from Owner, and Owner
shall be obligated to sell the Property to Optionee, for the price and in the manner
herein set forth.
2.3 Failure to Exercise Option. If Optionee fails for any reason to exercise
this option in the manner set forth herein, Optionee shall have no further claim against
or interest in the Property or any of the Option Money Payments, unless Optionee is
entitled to a refund of the Option Money Payments under another provision of this
Agreement. In the event of the failure to exercise the Option, Optionee shall provide
Owner with any instruments that Owner reasonably may deem necessary for the
purpose of removing from the public record any cloud on title to the Property which is
attributable to the grant or existence of this Option.
Section 3. Option Money
In payment for Owner's grant of this Option, Optionee has paid or will pay Owner the
following sums (the "Option Money Payments"): (1) Contemporaneously with the
execution of this Agreement, Optionee has paid Owner the cash sum of $X mentioned
in Section 1; and (2) Contemporaneously with Optionee's election to extend the option
term under Section 2, Optionee will pay Owner the cash sum of $X. The Option Money
Payments shall belong to Owner.
Section 4. Purchase Price
4.1 Purchase Price. The purchase price for the Property (the "Purchase Price")
shall be as follows:
4.1.1 The purchase price will reflect the intention of the parties and
Attachment 2, Page 2 of 16
{00016406:1} OPTION AGREEMENT Page -3-
Based on Appraisal
Set pre-negotiated price
Parties agree to negotiate terms of Purchase
4.1.2
4.2 Payment of Purchase Price. The purchase price for the Property shall be
payable as follows:
4.2.1 The entire balance of the purchase price less any credit for any
option payment paid pursuant to Section 3 shall be paid in cash at closing.
Section 5. Remedies
5.1 Optionee. In the event Owner breaches any term or provision of this
Agreement, then Optionee, as its exclusive remedy and in lieu of any other relief, may
either (1) terminate this Agreement and obtain the return of all Option Money Payments
previously paid to Owner, or (2) tender performance of the obligations of Optionee and
specifically enforce all obligations of Owner. Except as noted in Section 5.3 and any
specific remedies reserved elsewhere in this Agreement, Optionee waives the right to
pursue any remedy in law or equity against Owner other than the remedies specified
above, including any action for damages, in the event of a default by Owner.
5.2 Owner. In the event Optionee breaches any term or provision of this
Agreement, and regardless of whether the breach occurs before or after Optionee
notifies Owner of the exercise of the Option, then Owner, as its exclusive remedy and in
lieu of any other relief, shall be entitled to terminate this Agreement by giving Optionee
written notice of termination and to retain all Option Money Payments paid by
Optionee. Owner acknowledges (1) the adequacy of this exclusive remedy and (2) that
this limitation of remedies is an essential part of this Agreement from the perspective of
Optionee. Except as noted in Section 5.3 and any specific remedies reserved elsewhere
in this Agreement, Owner expressly waives the right to pursue any other right or
remedy in law or equity other than the remedy specified above, including the right of
specific performance and the right to sue for damages, in the event of a default by
Optionee. Optionee and Owner have established the foregoing remedy in favor of
Owner because of the difficulty and inconvenience of ascertaining the actual damages
Owner may suffer as a result of a breach of this Agreement by Optionee.
5.3 Other Remedies. The limitations on remedies set forth in this section shall
not preclude either party from seeking or obtaining injunctive relief or from seeking
recovery against the other under any contractual indemnity set forth herein or for
causing physical damage or injury to persons or property.
Section 6. Conditions Precedent to Closing
In addition to any other conditions contained in this Agreement, set forth below are
certain conditions precedent for the benefit of Optionee (the "Conditions"). The
Conditions are intended solely for the benefit of Optionee and Optionee shall have the
Attachment 2, Page 3 of 16
{00016406:1} OPTION AGREEMENT Page -4-
right to waive, by written notice, any of the Conditions, at its sole discretion; giving the
Exercise Notice shall not constitute such a waiver. In the event any Condition is not
satisfied or waived on or before the deadline for satisfaction specified herein, then
Optionee shall have the right to terminate this Agreement, at its sole election, by giving
Owner notice of termination before the deadline expires, and to exercise any remedy
available to Optionee in the event that the subject Condition was not satisfied by reason
of a breach of this Agreement by Owner. If Optionee does not give Owner notice of
termination before the applicable deadline, then Optionee shall be deemed to have
waived the termination privilege with respect to the Condition in question. The
Conditions specifically delineated in this section are the following:
6.1 Title Insurance. On the Closing Date, the Title Company (defined below)
shall be ready, willing, and able to issue, and shall issue to Optionee upon recordation
of the Owner's deed mentioned below, the title insurance policy required by
Section 8.5.
6.2 Performance. On or before the Closing Date, Owner shall have performed
all of the covenants, conditions, agreements, and promises to be performed by it under
this Agreement.
6.3 Environmental Conditions.
6.3.1 Owner is currently participating in the Eugene-Springfield area
Brownfield Coalition Grant Program and obtaining a Level 1 Environmental Assessment.
Owner agrees to share the results of said Level 1 Environmental Assessment with
Optionee and make best efforts to cooperate with the requirements of the grant
program so that the Level 1 Environmental Assessment can be accomplished in a timely
manner.
6.3.2 On or before the closing date, Optionee may at Optionee’s expense
conduct an environmental review and audit (the "Environmental Audit") of the Property,
indicating to the satisfaction of Optionee that the Property does not contain, either on
its surface or in its subsurface or underlying water table, any Hazardous Substances
(defined in Section 13.1.1). The Environmental Audit may include a historical review of
the use of the Property, review of all regulatory agency permits and compliance and
enforcement files and records, soil tests, the acquisition of core samples and water
table samples by drilling conducted on the Property, and such other tests and studies as
Optionee may deem appropriate. All tests and studies shall be conducted by agents
selected by Optionee and performed as Optionee shall direct, subject to the approval of
Owner, which shall not be unreasonably withheld, and the provisions of Section 11.
Optionee shall pay the cost of all tests and studies undertaken.
6.4 On or before the closing date, Optionee may obtain at Optionee’s expense a
Type A (Urban) ALTA survey of the Property (the "Survey") from a surveyor designated
by Optionee, indicating to Optionee's satisfaction that (1) there are no discrepancies in
the boundaries of the Property; (2) there are no material encroachments on, or
Attachment 2, Page 4 of 16
{00016406:1} OPTION AGREEMENT Page -5-
protrusions from, the Property; (3) the Property has acceptable access to a dedicated
public right-of-way; (4) the Property does not lie within any area designated as
wetlands by any governmental agency or any area determined by the United States
Department of Housing and Urban Development to be flood-prone or subject to a flood
hazard. Optionee shall advance the charges due for preparing the Survey.
Section X. Owner Conditions
Are there conditions SEDA would like to insert that would allow them to
terminate the Option?
Section 7. Title. Within 15 days following the Effective Date, Optionee may at
Optionee's expense, obtain a preliminary title report (the "Title Report") covering the
Property. The Title Report shall be issued by the Title Company (defined in Section 8.1).
The Title Report shall be accompanied by legible copies of all plats and exceptions to
title referenced in the Title Report (the "Exceptions"). Within 45 days of receiving the
Title Report and the Exceptions documents, Optionee shall give written notice (the
"Initial Notice") to Owner of the Exceptions that Optionee shall require Owner to
remove of record at or before Closing (the "Unacceptable Exceptions"). If Optionee fails
to give Owner the Initial Notice, then Optionee shall be deemed to have approved the
Title Report. Owner shall have 10 days following receipt of the Initial Notice to give
written notice to Optionee (the "Reply Notice") of those Unacceptable Exceptions that
Owner concludes, in good faith, that Owner cannot or will not remove at or before
Closing. Owner shall not have any obligation to institute litigation or spend any sum of
money to cure or remove any Exceptions; provided, however, that Owner shall be
obligated to remove, at or before Closing, any Exception created or suffered to be
created by Owner that is security for payment of a sum of money (including mortgages,
deeds of trust, tax liens, contractor's liens, and judgment liens) and any Exception
created, or suffered to be created, by Owner after the Effective Date. Owner agrees to
remove all Unacceptable Exceptions not referenced in a duly given Reply Notice. If one
or more of the Unacceptable Exceptions cannot be removed at or before Closing and
Owner so states in a duly given Reply Notice, then Optionee may exercise any of the
following rights by giving written notice to Owner within 15 days of receiving the Reply
Notice: (1) Optionee may terminate this Agreement, and neither party shall have any
further liability; (2) Optionee may accept title to the Property subject to any such
Unacceptable Exceptions; or (3) Optionee may attempt to cure the Unacceptable
Exceptions or any of them without cost or liability to Owner (but Owner shall be
obligated to cooperate with such cure efforts and to join in the execution of any
curative instruments that will operate to remove such Unacceptable Exceptions). The
foregoing rights of Optionee shall not be deemed waived by giving the Exercise Notice.
Exceptions that are shown on the Title Report and to which Optionee does not object or
to which Optionee agrees, in writing, to waive objection, are referred herein to as the
"Permitted Exceptions."
Attachment 2, Page 5 of 16
{00016406:1} OPTION AGREEMENT Page -6-
Owner shall not cause, permit, or suffer any matter to be recorded with respect to the
Property during the Term, except (1) the Memorandum referenced in Section 14, and
(2) any other matter that Optionee approves, in writing and at its sole discretion, before
recordation.
Section 8. Closing
8.1 Time and Place. Closing of the sale and purchase of the Property (the
"Closing") shall occur on a date (the "Closing Date") selected by Optionee, but in all
events the Closing shall occur within 90 days after the date that the Exercise Notice is
given. The escrow for the Closing shall be established at the office of Evergreen Land
Title Company, of Springfield, Oregon.
8.2 Closing Obligations. On the Closing Date, Owner and Optionee shall
deposit the following documents and funds in escrow, and the Title Company shall close
escrow in accordance with the instructions of Owner and Optionee.
8.2.1 Owner shall deposit the following:
(1) The conveyance documents described in Section 9, duly executed
and acknowledged;
(2) A duly executed affidavit certifying that Owner is not a foreign
person, trust, partnership, or corporation in compliance with the requirements of
IRC §1445;
(3) Original counterparts or legible photocopies of all documents,
feasibility studies, surveys, engineering reports, building plans for any structure or
improvement on property, and other items of a similar nature in the possession of
Owner that relate to the Property;
(4) Such documents as Optionee or the Title Company may require to
evidence the authority of Owner to consummate this transaction; and
(5) Such other documents and funds, including (without limitation)
escrow instructions, as are required of Owner to close the sale in accordance with this
Agreement.
8.2.2 Optionee shall deposit the following:
(1) The cash payment specified in Section 4, minus any credits
available to Optionee under the terms of this Agreement;
(2) Such documents as Owner or the Title Company may require to
evidence the authority of Optionee to consummate the transaction contemplated; and
(3) Such other documents and funds, including (without limitation)
escrow instructions, as are required of Optionee to close the sale and purchase of the
Property in accordance with this Agreement.
8.3 Costs. Optionee shall pay escrow fee of the Title Company with respect to
the Closing. Optionee shall pay the premium for the title insurance policy, and for all
conveyance or excise taxes payable by reason of the purchase and sale of the Property.
Optionee shall pay the fee (exclusive of any conveyance or excise tax) for recording the
conveyance documents referred to herein.
Attachment 2, Page 6 of 16
{00016406:1} OPTION AGREEMENT Page -7-
8.4 Prorations. All items of expense incurred by Owner with respect to the
Property shall be paid by Owner at Closing, without proration. All real property taxes
and assessments payable with respect to the tax year in which Closing occurs shall be
prorated between Owner and Optionee as of the Closing Date.
8.5 Title Insurance Policies. As soon as practicable after Closing, and in any
event no later than 7 days after the Closing Date, Owner shall cause the Title Company
to issue its standard form Owners's ALTA Title Insurance Policy, with extended
coverage, in the amount of the Purchase Price, insuring fee simple title to the Property
vested in Optionee, subject only to the Permitted Exceptions.
Section 9. Conveyance
Except as specified in Section 28, at the Closing, Owner shall execute, acknowledge,
and deliver to Optionee a Statutory Warranty Deed conveying the Property to Optionee,
subject only to the Permitted Exceptions, and disclosing that the existing roadway
access to the property may be less than required for legal access.
Section 10. Possession
Optionee shall be entitled to exclusive possession of the Property on and after the
Closing Date.
Section 11. Access to Property
After date of Optionee’s exercise notice Owner grants to Optionee and its agents the
right to enter on the Property at any reasonable times before the Closing Date for the
purpose of conducting tests or studies that Optionee may deem necessary or
appropriate in connection with its acquisition of the Property. Optionee shall bear the
cost of all test and studies undertaken. Owner shall cooperate with Optionee in making
such tests and studies.
Section 12. Covenants of Owner
Owner acknowledges that the covenants of Owner contained in this Agreement,
including the covenants contained in this Section 12 (the "Covenants"), are material
inducements to Optionee to enter into this Agreement. The Covenants specifically
delineated in this Section are the following:
12.1 Information. Owner agrees to deliver to Optionee, within 20 days after
the Effective Date, photocopies of all documents related to the use or ownership of the
Property that Owner possesses, including (without limitation) all studies, reports, aerial
photographs, leases and rental agreements, and other documents of a like nature.
12.2 Maintenance. Before the Closing Date, Owner shall maintain the
Property in the same condition as it now exists, ordinary wear and tear excepted, and
shall not cause or permit any waste.
Attachment 2, Page 7 of 16
{00016406:1} OPTION AGREEMENT Page -8-
12.3 Ownership. During the Term, Owner shall not sell, contract to sell,
assign, lease, or otherwise transfer the Property or any part of it, nor grant an option to
any third party to acquire all or any portion of it.
Section 13. Warranties and Representations of Owner
13.1 Warranties. Owner acknowledges that the warranties and representa-
tions of Owner contained in this Agreement, including the warranties and
representations contained in this Section 13 (the "Warranties"), are material
inducements to Optionee to enter into this Option Agreement. All Warranties, and
Optionee's right to assert a breach of them, shall survive execution of this Agreement,
the Closing, and the execution and delivery of the Closing documents. If, before
Closing, Optionee discovers or is advised that any of the Warranties was untrue when
made, then Optionee shall have the option to either (1) terminate this Agreement and
obtain the return of all Option Money Payments paid, without waiving any cause of
action that Optionee may be entitled to assert against Owner by reason of the breach
of the Warranty, or (2) continue this Agreement, without waiving any cause of action
that Optionee may be entitled to assert against Owner by reason of the breach of the
Warranty. If, after Closing, Optionee discovers or is advised that any of the Warranties
was untrue when made, then Optionee may pursue any remedy available to Optionee
at law or in equity by reason of the breach of such Warranty. Owner warrants and
represents to Optionee that the following matters are true and correct:
13.1.1 Hazardous Substances. For purposes of this subsection, the
phrase "Hazardous Substances" has the same meaning as is designated in
ORS 465.200(15). Owner warrants, represents, and covenants as follows:
(1) To the knowledge of Owner, there are no Hazardous Substances in,
upon, or buried on or beneath the Property and no Hazardous Substances have been
emitted or released from the Property in violation of any environmental laws of the
federal or state government;
(2) Owner has not brought onto, stored on, buried, used on, emitted
or released from, or allowed to be brought onto, stored on, buried, used on, or emitted
or released from, the Property any Hazardous Substances in violation of any
environmental laws of the federal or state government; and
(3) To the knowledge of Owner, no underground storage tanks are
located on the Property, including (without limitation) any storage tanks that contain, or
previously contained, any Hazardous Substances, and Owner agrees not to cause or
permit any such tanks to be installed in the Property before Closing.
13.1.2 Status of Owner. Owner warrants that Owner is not a foreign
person, foreign partnership, foreign corporation, or foreign trust, as those terms are
defined in IRC §1445.
13.1.3 Breach of Agreements. Neither the execution of this
Agreement, nor the execution, delivery, or recordation of any document or agreement
referenced herein, nor the exercise of the Option and closing of the transaction
Attachment 2, Page 8 of 16
{00016406:1} OPTION AGREEMENT Page -9-
contemplated herein, constitutes or will constitute a default under any other agreement
or contract that relates to the Property or to which Owner is a party.
13.1.4 Authority. No consents, documents, or approvals that have not
been obtained are necessary to the effectiveness of the grant of the Option by Owner.
13.1.5 Contracts and Leases. Except as hereinafter specified, Owner
warrants and represents to Optionee that there are no lease agreements, maintenance
contracts, service agreements, or other contracts of any nature that pertain to, cover,
or affect the Property or any part of it. The property is subject to a month to month
tenancy at will.
As used herein, the phrase "to the knowledge of Owner" or any variation of that phrase
shall refer to matters within the actual knowledge of Owner and shall not include
constructive or imputed notice or knowledge; and the use of that phrase shall not imply
that Owner has undertaken any special inquiry or investigation with respect to the
representation modified by such phrase, unless circumstances within the actual
knowledge of Owner would warrant a reasonable person to undertake further inquiry
when presented with similar circumstances.
13.2 Changed Conditions. If Owner discovers that one or more of the
Warranties or one of the conditions referred to in the Warranties has changed after this
Agreement is executed, Owner shall immediately inform Optionee, in writing, of such
discovery. If the changed condition or Warranty cannot be cured within 10 days of the
date Owner discovers the change, then Optionee may terminate this Agreement (and
its exercise of the Option, if any) by giving written notice of termination to Owner
within 15 days after receiving the notice from Owner, and all Option Money Payments
previously paid by Optionee shall be returned to Optionee. If the changed condition or
Warranty can be corrected within 10 days after discovery by Owner, Optionee shall not
have the right to terminate this Option Agreement pursuant to this section and Owner
shall correct the changed condition or Warranty within 10 days of the discovery. If
Optionee does not terminate this Agreement and the changed condition or Warranty
can be corrected and is not corrected by the Closing Date, then Optionee shall have the
right to withhold 150% of the estimated costs of correcting the changed condition or
Warranty until such time as the changed condition is corrected, and Owner shall correct
such changed condition, at Owner's sole expense and in an expeditious manner, failing
which Optionee may use the withheld sums to make the correction. A change caused by
Owner is deemed to be a breach of this Agreement by Owner if the change materially
and adversely affects the Property or Optionee's rights.
Section 14. Recording
On the Effective Date, Owner shall execute, acknowledge, and deliver to Optionee a
Memorandum in the form attached as Exhibit B. In the event Optionee fails to exercise
the Option before the Term expires, Optionee shall execute, acknowledge, and deliver
to Owner a statutory quitclaim deed releasing any interest in the Property.
Attachment 2, Page 9 of 16
{00016406:1} OPTION AGREEMENT Page -10-
Section 15. Waiver
Failure by Owner or Optionee to enforce any right under this Agreement shall not be
deemed to be a waiver of that right or of any other right.
Section 16. Successors and Assigns
Subject to the limitations on Owner's right to convey the Property set forth elsewhere
herein, the terms, covenants, and conditions herein contained shall be binding on and
inure to the benefit of the heirs, successors, and assigns of Owner and Optionee.
Optionee may assign its interest in this Option Agreement and the Property to any
person or entity, without the consent of Owner. In the event that an assignee assumes
the obligations of Optionee hereunder, then Optionee shall have no further liability with
respect to this Agreement.
Section 17. Notices All notices required or permitted to be given shall be in writing
and shall be deemed given and received upon personal service or deposit in the United
States Mail, certified or registered mail, postage prepaid, return receipt requested,
addressed as follows:
To Owner:
______________________
______________________
To Optionee:
The foregoing addresses may be changed by written notice, given in the same manner.
Notice given in any manner other than the manner set forth above shall be effective
when received by the party for whom it is intended.
Section 18. Attorney Fees
If litigation is instituted with respect to this Agreement, the prevailing party shall be
entitled to recover from the losing party, in addition to all other sums and allowable
costs, its reasonable attorney fees, both in preparation for and at trial and any appeal
or review, such amount to be set by the court before which the matter is heard.
Section 19. Real Estate Commission
Each party agrees to pay any commission or finder's fees that may be due on account
of this transaction to any broker or finder employed by it and to indemnify the other
party against any claims for commissions or fees asserted by any broker claiming by,
through, or under the indemnifying party.
Section 20. Risk of Loss
Owner shall bear the risk of all loss or damage to the Property from all causes, through
the Closing Date. If, before the Closing Date, and regardless of whether the Exercise
Notice has yet been given or is subsequently given, all or part of the Property is
Attachment 2, Page 10 of 16
{00016406:1} OPTION AGREEMENT Page -11-
damaged by fire or by any other cause of any nature or if all or any portion of the
Property is taken by condemnation, or if any such condemnation is threatened, Owner
shall give Optionee written notice of such event. Optionee may terminate this
Agreement by giving written notice to Owner within 15 days following receipt by
Optionee of written notice from Owner of such casualty or condemnation and Owner
will return to Optionee the Option Money Payments previously paid. If Optionee does
not elect to terminate this Agreement, then this Agreement shall continue in force and,
if Optionee exercises the Option and the Property is conveyed to Optionee, then all
interest of Owner in and to any insurance proceeds or condemnation awards that may
be payable to Owner on account of such casualty or condemnation shall be assigned to
Optionee at Closing.
Section 21. Integration, Modification, or Amendments
This Agreement contains the entire agreement of the parties with respect to the
Property and supersedes all prior written and oral negotiations and agreements with
respect to the Property. Any modifications, changes, additions, or deletions to this
Agreement must be approved by Owner and Optionee, in writing.
Section 22. Representation
Owner and Optionee have each been represented by separate legal counsel of choice or
have been afforded the opportunity to represent by separate legal counsel of choice
with respect to this transaction. Except as otherwise provided in Section 18, each party
shall be responsible for all attorney fees incurred by it with respect to this Agreement.
Section 23. Counterparts; Pronouns
This Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same Agreement and shall be effective when one or more
counterparts have been signed and delivered by Owner and Optionee. With respect to
any pronouns used, each gender used shall include the other gender and the singular
and the plural, as the context may require.
Section 24. Governing Law; Interpretation
This Agreement shall be governed by the laws of Oregon. In the event a court of
competent jurisdiction holds any portion of this Agreement to be void or unenforceable
as written, Owner and Optionee intend that (1) that portion of this Agreement be
enforced to the extent permitted by law, and (2) the balance of this Agreement remain
in full force and effect.
Section 25. Time Is of the Essence
Time is of the essence of this Agreement.
Section 26. Authority to Execute
Each person executing this Agreement on behalf of Owner and Optionee, respectively,
warrants his or her authority to do so.
Attachment 2, Page 11 of 16
{00016406:1} OPTION AGREEMENT Page -12-
Section 28. Statutory Disclaimer
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.
Executed on the day and year first above written.
OWNER: OPTIONEE:
______________________________ ______________________________
By: By: ___________________________
Title: _________________________ Title: _________________________
STATE OF OREGON )
)
County of Lane )
Personally appeared before me this ______ day of _______________, 2020, the above
named, and acknowledged the foregoing instrument to be his/her voluntary act and
deed.
___________________________________
Notary Public for Oregon
My Commission Expires: _______________
STATE OF OREGON )
)
Attachment 2, Page 12 of 16
{00016406:1} OPTION AGREEMENT Page -13-
County of Lane )
Personally appeared before me this ______ day of _______________, 2020, the above
named Pamela Renfro, and acknowledged the foregoing instrument to be his/her
voluntary act and deed.
___________________________________
Notary Public for Oregon
My Commission Expires: _______________
Attachments:
Exhibit A--Legal Description
Exhibit B--Form of Memorandum
Attachment 2, Page 13 of 16
{00016406:1}
EXHIBIT A
LEGAL DESCRIPTION
Attachment 2, Page 14 of 16
{00016406:1}
AFTER RECORDING RETURN TO:
City of Springfield
City Attorney’s Office
225 Fifth Street, Ste 510
Springfield, OR 97477
UNTIL REQUESTED OTHERWISE,
SEND ALL TAX STATEMENTS TO:
No Change.
MEMORANDUM OF OPTION
BE IT REMEMBERED, that on the day of __________________, 2020, hereinafter known as
Owner(s), and, hereinafter known as Optionee, made and entered into a certain Option Agreement
wherein and whereby the Optionee for consideration paid t Owner obtained an option to purchase the
following described real property in Lane County, Oregon described as Map Identification and Tax Lot No.
as follows:
SEE EXHIBIT A
The terms and conditions of said Option Agreement are fully set forth in said Agreement and reference
thereto is hereby made. The CONSIDERATION for the Option Agreement was $and other valuable
consideration.
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. THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY
DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. 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 DETERMINE ANY LIMITS ON LAWSUITS AGAINST
FARMING OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, 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 hereto have executed this instrument on the day and year first above
written.
SELLER: BUYER:
__________________________________ __________________________________
By: _______________________________ By: _______________________________
Its: _______________________________ Its: _______________________________
STATE OF OREGON )
) ss.
County of Lane )
Personally appeared this day of __________________, 2020, the above named ______________
as _________________ of ______________________________, and acknowledged the foregoing
instrument to be his/her voluntary act and deed.
Notary Public for Oregon
My commission expires:_______________
STATE OF OREGON )
) ss.
County of Lane )
Attachment 2, Page 15 of 16
{00016406:1}
Personally appeared this day of __________________, 2020, the above named
_____________________________ as _________________ of ______________________________,
and acknowledged the foregoing instrument to be his/her voluntary act and deed.
Notary Public for Oregon
My commission expires:
Attachment 2, Page 16 of 16
RESOLUTIONNO.t22OD7ARESOLUTIONPLEDGING WILLAMALANE’SSUPPORTOFANINDOORTRACKANDEVENTSFACILITYCONTINGENTONCERTAINCONDITIONSWHEREAS,atitsFebruarymeeting, theWillamalaneParkandRecreationDistrict(“Willamalane”)BoardofDirectors(the“Board”)receivedaformalrequestfromtheSpringfieldCommunity DevelopmentCorporation,anonprofit corporation(“SCDC”),attachedheretoasExhibit1;WHEREAS,theSCDCrequestedtheBoardexpressacommitmenttobecomingtheownerandoperatorofanindoor trackandeventfacility(the“Facility”)sitedintheGlenwoodarea;WHEREAS,theSCDCisleadingthechargeregardingdevelopmentoftheFacility;WHEREAS,theconditionssetforthinthisresolutionarebasedontheProFormapresentedbySportsFacilitiesAdvisory(“SFA”)onFebruary8,2020;WHEREAS,initsrequest,the SCDCrecognizedthat“thereisrisk inherentincommittingtoownershipbeforeallconstructionfundingis inplace”and,givensuchrisk,asked thatWillamalane “expressacommitmenttoownershippendingconstructionfundingthresholdswithinagiven timeframe,orthat[WillamalaneJcommittoassisting[the]SCDCwith fundraisingandassumeownershipuponcompletionoftheproject.”NOW,THEREORE,BEITRESOLVEDthattheWillamalaneParkandRecreationDistrict BoardofDirectorsherebyresolvesasfollows:Atthistime,theBoarddeclinestomakeacommitmenttowards ownershipoftheindoortrackandeventfacility.TheBoard makesacommitmenttooperatetheFacility,contingent uponthefollowingconditionsbeingresolvedtotheBoard’ssatisfaction:1.TheSpringfield communityissurveyedby animpartial thirdpartyregardingtheFacility,proposedtobesitedin theGlenwoodarea.Thecommunity expressesitssupportfortheprojectandWillamalane’s involvementasoperatorofsuchFacilityasmeasuredusingpre-determinedmetricsbythethirdparty,Willamalane,andSCDC. TheBoardrequests thatSCDCortheCityfacilitatesuchasurvey,incoordinationwith WillamalanestaffAttachment 3, Page 1 of 2
2.Theresultsofthesurveyreferencedabovemeetthesuccess metricsasidentifiedbythethirdparty,Willamalane,andSCDCandtheseresultsarepresentedtotheBoardonorbeforeDecember31,2020.3.AsiteisselectedfortheFacility thatfallswithinWillamalane’scurrentdistrictboundaries.4.TheSCDCmeetsallfundraisinggoalsforthedevelopmentandconstructionoftheFacilitywithoutdirectfinancialsupportfromWillamalaneonorbeforeAugust1st,2025.5.Should plansfortheFacilitysignificantlychangefromthecurrentconfigurationthroughthedesignphasesoftheproject,SCDCwillauthorizeandfundupdatingthemost recentProForma.ThisupdatedProFormamustyieldresultsthataresimilarormorefavorablefortheoperatoroftheFacility,6.Keypartnerships,bothpublic andprivate,supportingtheFacilityhavebeensolidifiedthroughformalizedagreements.7.Afterdesignisfinalized,costestimatesforconstructionandoperationoftheFacilitycontinuetobesubstantiallythesameascurrentlypresentedbySCDC.8.SCDCagreestoassistWillamalaneidentify fundingsourcesforsubsidizingoperationoftheFacility:a.AtleastoneyearinadvanceoftheFacilityopeningandoperating;andb.Duringthefirstfive(5)yearsoftheFacility’soperation.9.Facilityconstructionison-timewithSubstantialCompletionoftheFacilitycompletedbyAugust2025.ADOPTEDthis11thdayofMarch,2020.ATTEST:ihae1Wargo,SecretaryWILLAMALANEPARKANDRECREATIONDISTRICTames,President,BoardofDirectorsAttachment 3, Page 2 of 2
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