HomeMy WebLinkAboutResolution 2021-14 04/19/2021 CITY OF SPRINGFIELD, OREGON
RESOLUTION NO. 2021-14
A RESOLUTION AUTHORIZING THE SALE OF SURPLUS REAL PROPERTY LOCATED AT 245
A STREET (ASSESSOR'S MAP , TAXLOT ) TO SPRINGFIELD UTILITY BOARD
WHEREAS, pursuant to ORS 271.310, the City is authorized to sell, exchange, or convey real property
in the City's possession or control that is not needed for public use;
WHEREAS, Springfield Municipal Code Section 2.714 provides that the City may dispose of surplus
property by any means determined in the best interest of the City wit due regard for the value the city
will receive from the disposal of the surplus property;
WHEREAS, the Property at 245 A Street is presently used as a surface parking lot;
WHEREAS, the purpose of the sale to Springfield Utility Board is to provide parking for the utility
board's employees, rate payers, customers, and visitors and also to secure the possibility of future
redevelopment of the Property with adjacent property owned by Springfield Utility Board;
WHEREAS, the City Council has determined the Property at 245 A Street, more fully described in
Exhibit A, is not needed for public use by the City and it is in the public interest to sell the property to
the Springfield Utility Board;
WHEREAS, SUB has proposed to purchase the property for $170,000, which sale is also contingent
upon the Springfield Utility Board selling other property in Downtown Springfield to the Springfield
Economic Development Agency; and
WHEREAS, the City Council held a public hearing on April 19, 2021 regarding the sale of this surplus
property, which was noticed in the Register Guard at least five days in advance according to ORS
221.725,
NOW,THEREFORE, BE IT RESOLVED BY THE COMMON COUNCIL OF THE CITY OF
SPRINGFIELD:
Section 1: The City Council hereby declares the property at 245 A Street, described in
Exhibit A, as surplus and accepts the terms of sale to Springfield Utility Board, as described in Exhibit B.
Section 2: This Resolution will take effect upon adoption by the Council.
ADOPTED by the Common Council of the City of Springfield this 19 day of April 202],
by a vote of 5 for and 0 against. (1 absent - Pishioneri)
ATTEST:
TO &APPROVED
AS
AS TO FOROR M
RrGa�uux-Kram
DATE:
5PRINGFTFLD CITY ATTORNEY'S OFFICE
City Recorder
Exhibit A, Page 1 of 1
Exhibit A
Legal Description -245 A Street, Springfield OR
The West 51 feet of Lot 1 and the East 20 feet of Lot 2, Block 5, Extended Survey of
Springfield, as platted and recorded at Page 1, of Volume I, Lane County Oregon Deed Records,
in Lane County, Oregon.
Exhibit B, Page 1 of 14
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTIES
WITH SPECIFIC CONDITIONS TO ENHANCE THE ECONOMIC GROWTH OF
THE DOWNTOWN URBAN RENEWAL AREA OF THE CITY OF SPRINGFIELD
DATED: _ --12021
PARTIES:
City of Springfield Hereinafter"City" Owner of the Real Property located
A Municipal Corporation of at 245 A Street, Springfield, Oregon
the State of Oregon 97477, Map Identification and Tax
225 Fifth Street Lot No. 17-03-35-32-02900 as more
Springfield, Oregon 97477 particularly set forth on Exhibit"A"
attached hereto and incorporated
herein by reference and hereinafter
known as the"Parking Lot"
City of Springfield, Hereinafter"SUB" Owner of the following parcels of
acting by and through Real Property located on Main Street
Springfield Utility Board Springfield, Oregon to wit:
240 A Street
Springfield, Oregon 97477 240 Main Street, Springfield,
Oregon, Map Identification and Tax
Lot No. 17-03-35-32-05100
236 Main Street, Springfield,
Oregon, Map Identification and Tax
Lot No. 17-03-35-32-05000
226, 228 and 230 Main Street,
Springfield, Oregon, Map
Identification and Tax Lot No. 17-
03-35-32-04900 all as more
particularly described and set forth
in Exhibit"B" attached hereto and
incorporated herein by reference.
Hereinafter known as "Main Street
Properties".
And also Purchaser of the"Parking
Lot" more particularly described and
set forth in Exhibit"A"
Springfield Economic Hereinafter"SEDA" A Party to this Agreement and
Development Agency Purchaser of the Main Street
225 Fifth Street Properties more particularly
Springfield, Oregon 97477 described and set forth in Exhibit"B"
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTIES - Page 1 {00014965:6}
Exhibit B, Page 2 of 14
NOTE: This Agreement shall specify the responsibility for certain duties and obligations
among the parties. If the term ""Parties" is used, all Parties have the responsibility for
complying with the terms and conditions. Otherwise, responsibilities and obligations will be
designated and allocated by the use of the designations ""SEDA", ""SUB", and ""City". Where the
terms "Purchaser"or""Owner"are used, those terms correspond to the party designation
listed above.
RECITALS
WHEREAS SUB seeks to acquire from City the real property more particularly described and
set forth in Exhibit A, the Parking Lot, for the purpose of providing parking for its employees,
rate payers, customers, and visitors and also in order to secure the possibility of future
redevelopment of the current SUB Annex property in conjunction with the Parking Lot
property.
WHEREAS SEDA seeks to acquire from SUB the real property more particularly described and
set forth in Exhibit B, the Main Street Properties, for potential redevelopment and
development to continue the growth and enhancement of the Urban Renewal Area of
Downtown Springfield;
WHEREAS, these acquisitions are reciprocally contingent;
WHEREAS, the City wishes to facilitate and encourage said reciprocal acquisitions of the Sale
of the Parking Lot to SUB, and the sale of the Main Street Properties to SEDA;
NOW, THEREFORE, in Consideration of the foregoing Recitals, the Parties enter into this
Agreement:
AGREEEMENT
1. The Parking Lot (Exhibit A).
1.1 City shall sell to SUB, and SUB shall purchase from City the Parking Lot as more
particularly described and set forth in Exhibit A for the sum of $170,000 payable
in full in cash on the Closing Date (defined below).
1.2 The sale of the Parking Lot by City to SUB is contingent upon SUB's sale of the
Main Street Properties to SEDA.
1.3 The sale of the Parking Lot to SUB will be subject to certain existing Vehicle
Parking Permits which will be addressed as follows:
1.3.1 The City will not issue or renew any vehicle parking permits for the
Parking Lot without approval of SUB.
1.3.2 Those vehicle parking permits in effect at time of Closing will be honored
by SUB for the remaining duration of the permit; or, reasonable
alternative parking for the remaining duration of the permit will be found
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTIES - Page 2{00014965:6}
Exhibit B, Page 3 of 14
and arranged for by City.
1.3.3 City will manage those permits existing at the time of Closing until the
permit ceases. Remaining permit fees will be paid to City.
1.3.4 SUB will assist City and SEDA in their effort to equitably and fairly
transition the owners of permits to alternative parking.
1.3.5 Neither City nor SEDA has a right of first refusal or option to purchase or
repurchase the Parking Lot after Closing of this transaction. This
subsection applies not withstanding any contractual difficulties or defaults
which may occur in any subsequent contract for the sale of the Main
Street Properties between SEDA and a Purchaser/Developer.
1.4 The closing of the transaction between City and SUB regarding the Parking Lot
is subject to the conditions and contingencies set forth in Section 3 through 28
of this Agreement.
2. The Main Street Properties.
2.1 SUB shall sell and SEDA shall purchase from SUB the Main Street Properties
(Exhibit B) as more particularly described and set forth in Exhibit B attached
hereto and incorporated herein by reference for the sum of $790,000, payable
in full in cash on the Closing Date (defined below).
2.2 Sale of the Main Street properties from SUB to SEDA is contingent upon the sale
by City to SUB of the Parking Lot (Exhibit A).
2.3 The Main Street Property sale is subject to the following existing Leases which
are each now on a month-to-month tenancy.
2.3.1 Lease dated January 1, 2019 between SUB as Landlord and Lifetime
Tattoos for 206 and 230 Main Street.
2.3.2 Lease dated June 1, 2019 between SUB as Landlord and Vino &Vango as
Tenants for 236 Main Street.
2.3.3 Lease dated January 1, 2019 between SUB as Landlord and Pauline
Hauder as Tenant for 240 Main Street.
Copies of each of these Leases have been provided by SUB to City and SEDA.
2.4 SUB will not be responsible for the termination of the Leases or provide eviction
notice to existing tenants. Upon request, SUB will relay information from City or
SEDA to existing tenants prior to Closing. SUB agrees that SEDA may provide
existing tenants with a Notice of Intent to Acquire at any time following the
execution of this Agreement and prior to the Closing date.
2.5 SEDA and City understand that SUB is not responsible for and has not agreed to
provide City or any potential purchaser/developer of the Main Street Properties
with economic aid of any type including, but not limited to, waiver or reduction
of electric or water fees, waiver of reduction of systems development charges or
any other waivers, incentives or discounts of any type for the provision of water,
electricity and fiber optics. Further, City and SEDA will not represent to any
prospective Purchaser/Developer, or subsequent owner of the Main Street
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTIES - Page 3{00014965:6}
Exhibit B, Page 4 of 14
Properties that SUB would be amenable to or looking favorably upon such
waivers, discounts or reductions if inquiry was made to SUB.
2.6 SUB has no responsibility or obligation to repurchase the Main Street Properties
from SEDA.
2.7 The closing of the transaction between SUB and SEDA regarding the Main
Street Properties is subject to conditions and contingencies set forth in Sections
3 through 28.
3. Conditions to Closing.
3.1 The parties' obligation to close this transaction is subject to the satisfaction of
each of the following conditions:
3.1.1 Approval by the SEDA Board, the Springfield City Council, and SUB Board.
3.1.2 Execution of a Memorandum of Understanding between City and SUB
regarding the parties' negotiations related to Sewer Billing Services and
Payment In Lieu of Taxes.
3.1.3 On or before 2021, each Purchaser's approval of
the results of a property inspection described in Section 4 below;
3.1.4 The document review and title insurance described in Sections 5 and 6
below;
3.1.5 Satisfactory review and acceptance by SUB and SEDA of a Level 1
Environmental Assessment report, to be commissioned and paid for by
each Purchaser;
3.1.6 Each party will have conducted an environmental review and audit (the
""Environmental Audit") of the Property, indicating to the satisfaction of
each party that the Property does not contain, either on its surface or in
its subsurface or underlying water table, any Hazardous Substances
(defined in Section 19.1.3). 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 Purchaser
may deem appropriate. All tests and studies will be conducted by agents
selected by Purchaser and performed as Purchaser directs, subject to the
approval of Owner, which must not be unreasonably withheld; see
Section 4. Each party will pay the cost of all tests and studies
undertaken.
3.1.7 On or before the Closing Date, each party will have performed all the
covenants, conditions, agreements, and promises to be performed by it
under this Agreement.
3.1.8 Purchaser's satisfaction and approval of the Title Report described in
Section 6.
3.1.9 On the Closing Date, Evergreen Land Title Company will be ready, willing,
and able to issue, and will issue to each Purchaser on recordation of the
Owner's deed mentioned below, and the title insurance policy required by
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTIES - Page 4{00014965:6}
Exhibit B, Page 5 of 14
Section 6.
3.1.10 City as Owner will deposit in Escrow a properly executed Statutory
Warranty Deed conveying the Parking Lot (Exhibit A) to SUB. SUB as
Owner will deposit in Escrow a properly executed Statutory Warranty
Deed conveying the Main Street Properties (Exhibit B) to SEDA.
4. Property Inspection. City, SEDA, and SUB shall each permit the other parties, their
respective agents, and in City/SEDA's case regarding the Main Street Properties,
potential purchasers/developers, to enter their respective owned Properties set
forth in Exhibits ""A"and ""B,"at each parties' sole expense and risk, at reasonable
times. Entry shall be after reasonable prior notice to owner and after prior notice to
the tenants of each Property as required by the tenants' leases, if any. Entry by
each Purchaser is for the following purpose(s): to conduct any and all inspections,
tests, and surveys concerning the structural condition of the improvements, all
mechanical, electrical and plumbing systems, hazardous materials, pest infestation,
soils conditions, wetlands, Americans with Disabilities Act compliance, and all other
matters affecting the suitability of the respective Property for each Purchaser's
intended use and/or otherwise reasonably related to the purchase of each Property,
including the economic feasibility of such purchase. Each Purchaser shall indemnify,
hold harmless, and defend the respective Owner from all liens, costs, and expenses,
including reasonable attorneys' fees and experts' fees, arising from or relating to
each Purchaser's entry on and inspection of the respective Property. This
agreement by each Purchaser to indemnify, hold harmless, and defend the
respective Owner shall survive Closing or any termination of this Agreement.
5. Owner's Documents. Within 14 days of the execution of this Agreement, each
Owner shall deliver to the respective Purchaser, at Purchaser's address, legible and
complete copies of the following documents and other items relating to the
ownership, operation, and maintenance of the Property, to the extent now in
existence and to the extent such items are within Owner's possession or control:
ALTA survey, environmental reports, all leases that encumber the property, all
service agreements, as-built plans, operating expenses for the property for the last
three years, and geotechnical reports.
6. Title Insurance. Within 10 days of the execution of this Agreement, each Owner
shall open Joint Escrow with Evergreen Land Title Company, Springfield branch, and
each Purchaser shall be delivered a Preliminary Title report showing the status of
each respective Owner's Title for property together with complete and legible
copies of all documents therein as exceptions to Title. Each Purchaser shall have
10 days after receipt of the Preliminary Commitment and Exceptions within which to
give notice in writing to the respective Owner of any objection to such title or to
any liens or encumbrances affecting the Property. Within 10 days after the date of
such notice from Purchaser, the respective Owner shall give Purchaser written
notice of whether it is willing and able to remove the objected-to Exceptions.
Within 10 days after the date of such notice from Owner, the respective Purchaser
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTIES - Page 5{00014965:6}
Exhibit B, Page 6 of 14
shall elect whether to (i) purchase the respective Property subject to those
objected-to Exceptions which Owner is not willing or able to remove or (ii)
terminate this Agreement. On or before the Closing Date (defined below), Owner
shall remove all Exceptions to which the respective Purchaser objects and which
Owner agrees Owner is willing and able to remove. All remaining Exceptions set
forth in the Preliminary Commitment and agreed to by Purchaser shall be deemed
"Permitted Exceptions." The title Insurance policy to be delivered by Owner to the
respective Purchaser at Closing shall contain no Exceptions other than the
Permitted Exceptions, any Exceptions caused by Purchaser, and the usual
preprinted Exceptions contained in an owner's standard ALTA form title insurance
policy.
7. Default: Remedies. In the event that either Owner fails, through no fault of the
respective Purchaser, to close the sale of the Property, the respective Purchaser
shall be entitled to pursue any remedies available at law or in equity, including, but
not limited to, the remedy of specific performance. In no event shall either
Purchaser be entitled to punitive or consequential damages, if any, resulting from
an Owner's failure to close the sale of the Property.
8. Closina of Sale. Parties agree that the sale and purchase of these properties (the
""Closing") shall be simultaneously closed in escrow on or before
2021. The escrow for the Closing will be established at the office of Evergreen Land
Title Company at 1570 Mohawk Blvd, Springfield, Oregon 97477.
9. Closina Obligations. On the Closing Date, each respective Owner and Purchaser will
deposit the following documents and funds in escrow, and the Title Company will
close escrow in accordance with the instructions of the Parties.
9.1 Each Owner will deposit the following regarding the respective Property:
9.1.1 The Statutory Warranty Deed described in Section 3.1.11, duly executed and
acknowledged;
9.1.2 A duly executed affidavit certifying that Owner is not a foreign person, trust,
partnership, or corporation in compliance with the requirements of IRC
§1445(b);
9.1.3 Original counterparts or legible photocopies of all documents, feasibility
studies, surveys, engineering reports, and other items of a similar nature in
the possession of Owner that relate to the Property;
9.1.4 Such documents as Purchaser or the Title Company may require to evidence
the authority of Owner to consummate this transaction; and
9.1.5 Such other documents and funds, including (without limitation) escrow
instructions, that are required of Owner to close the sale in accordance with
this Agreement.
9.2 Each Purchaser will deposit the following regarding the respective Property:
9.2.1 The cash payment specified in Section 1.1 and 2.1, minus any credits due
Purchaser under the terms of this Agreement;
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTIES - Page 6{00014965:6}
Exhibit B, Page 7 of 14
9.2.2 Any documents that Owner or the Title Company may require to evidence
the authority of Purchaser to consummate the transaction contemplated; and
9.2.3 Any other documents and funds, including (without limitation) escrow
instructions, that are required of Purchaser to close the sale and purchase of
the Property in accordance with this Agreement.
10. Closing Costs: Prorated. Each Owner shall pay the premium for the Title Insurance
Policy for the property they own. Owner and Purchaser shall each pay one-half of
the escrow fees charged by Evergreen Land Title Company. Real property taxes for
the tax year in which the transaction is closed, assessments, personal property
taxes, rents and other Lessee charges arising from existing Tenancies paid for the
month of Closing, interest on assumed obligations, and utilities shall be prorated as
of the Closing Date. Prepaid rents, security deposits, and other unearned
refundable deposits regarding the Tenancies shall be assigned and delivered to
Purchaser at Closing.
11. Possession. Except as specified in Sections 1.4 and 1.5, SUB shall be entitled to
exclusive possession of the Parking Lot Property on the Closing date. Except as
specified in paragraph 2.4, SEDA shall be entitled to exclusive possession of the
Main Street Properties on the Closing date. Following the Closing date, SUB as
Owner with exclusive possession of the Parking Lot, and SEDA as the Owner with
exclusive possession of the Main Street Properties shall be responsible for all
obligations and liabilities associated with the ownership of the respective properties,
and the Owner of each property shall indemnify all other Parties from claims arising
after the Closing date.
12. Condition of Property. SUB and City each represent to the best of their knowledge,
without specific inquiry, that the Parking Lot and Main Street Properties have not
received written notices of violation of any laws, codes, rules, or regulations
applicable to the Property ("Laws"), and Owners are not aware of any such
violations or any concealed material defects in the Property to repair or correct. Risk
of loss or damage to each Property shall be Owner's until Closing and Purchaser's at
and after Closing. No agent of Purchaser or Owner has made any representations
regarding the Property. NO REAL ESTATE LICENSEES EMPLOYED BY ANY PARTY
HAS MADE REPRESENTATIONS TO ANY PARTY REGARDING THE CONDITION OF
THE PROPERTY, THE OPERATIONS ON OR INCOME FROM THE PROPERTY, THE
TENANCIES, OR WHETHER THE PROPERTY OR THE USE THEREOF COMPLIES
WITH LAWS. Except for each Owner's representations specifically set forth in this
Agreement; Each purchaser shall acquire the Property"As Is"with all faults and
Purchaser shall rely on the results of its own inspection and investigation in
Purchaser's acquisition of the Property. It shall be a condition of Purchaser's
obligation to close, and of Owner's right to retain the Earnest Money as of Closing,
that all of the Owner's representations and warranties stated in this Agreement are
materially true and correct on the Closing Date. Owner's representations and
warranties stated in this Agreement shall survive Closing for one (1) year.
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTIES - Page 7{00014965:6}
Exhibit B, Page 8 of 14
13. Personal Property. There is no personal property sold.
14. Leaal Relationships.
14.1 Relationship of Parties. This Agreement creates only the relationship of Owner
and Purchaser, respective to each Property, and no joint venture, partnership,
or other joint undertaking is intended hereby. No party hereto will have any
rights to make any representations or incur any obligations on behalf of the
another. No parties have authorized any agent to make any representations,
admit any liability, or undertake any obligation on its behalf. No parties are
executing this Agreement on behalf of an undisclosed principal.
14.2 No Third-Party Beneficiaries. No additional parties are intended to be benefited
or afforded any legal rights under or by virtue of this Agreement.
14.3 Joint and Several Liability. If any 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 Assignment. City, SUB and SEDA each shall not assign this Agreement or their
rights under this agreement without all Parties' prior written consent. Such
consent may be withheld based upon each parties' reasonable discretion.
Consent for assignments between SEDA and City is hereby provided by SUB.
15. Attorney Fees. In the event a suit, action, arbitration, or other proceeding of any
nature whatsoever, including without limitation any proceeding under the U.S.
Bankruptcy Code, is instituted, or the services of an attorney are retained, to
interpret or enforce any provision of this Agreement or with respect to any dispute
relating to this Agreement, the prevailing party shall be entitled to recover from the
losing party Its attorneys', paralegals', accountants', and other experts' fees and all
other fees, costs. and expenses actually incurred and reasonably necessary in
connection therewith (the ""Fees') In the event of suit, action, arbitration, or other
proceeding, the amount of Fees shall be determined by the judge or arbitrator,
shall Include all costs and expenses incurred on any appeal or review, and shall be
in addition to all other amounts provided by law.
16. Statutory Land Use Disclaimer and Measure 37 Disclosure. 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
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTIES - Page 8{00014965:6}
Exhibit B, Page 9 of 14
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.
17. Cautionary Notice About Liens. UNDER CERTAIN CIRCUMSTANCES, A PERSON
WHO PERFORMS CONSTRUCTION-RELATED ACTIVITIES MAY CLAIM A LIEN UPON
REAL PROPERTY AFTER A SALE TO THE PURCHASER FOR A TRANSACTION OR
ACTIVITY THAT OCCURRED BEFORE THE SALE. A VALID CLAIM MAY 'BE
ASSERTED AGAINST THE PROPERTY THAT YOU ARE PURCHASING EVEN IF THE
CIRCUMSTANCES THAT GIVE RISE TO THAT CLAIM HAPPENED BEFORE YOUR
PURCHASE OF THE PROPERTY. THIS INCLUDES, BUT IS NOT LIMITED TO,
CIRCUMSTANCES WHERE THE OWNER OF THE PROPERTY CONTRACTED WITH A
PERSON OR BUSINESS TO PROVIDE LABOR, MATERIAL, EQUIPMENT OR SERVICES
TO THE PROPERTY AND HAS NOT PAID THE PERSONS OR BUSINESS IN FULL.
18. Notices. Unless otherwise specified, any notice required or permitted in, or related
to, this Agreement must be in writing and signed by the party to be bound. Any
notice will be deemed delivered (i) when personally delivered or delivered by
facsimile transmission (with electronic. confirmation of delivery}, or (ii) on the day
following delivery of the notice by reputable overnight courier, or (iii) three (3) days
after mailing certified mail, postage prepaid, to the address of the other party
shown in this Agreement, unless that day is a Saturday, Sunday, or legal holiday, in
which event it will be deemed delivered on the next following business day. If the
deadline under this Agreement for delivery of a notice or payment is a Saturday,
Sunday, or legal holiday, such last day will be deemed extended to the next
following business day. Notice may be given by email transmission to the email
address set forth in this Agreement or as such other email address as one party
may indicate by written notice to the other party and shall be effective if and when
the addressee acknowledges by return email that the addressee has received the
email notice. Notices must be delivered, mailed, or sent by email to the following
addresses:
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTIES - Page 9{00014965:6}
Exhibit B, Page 10 of 14
City and SEDA: Nancy Newton, City Manager
City of Springfield
225 Fifth Street
Springfield, OR 97477
Email: e o (&s i ie -o ® ov
SUB: Jeff Nelson, General Manager
Springfield Utility Board
250 A Street
Springfield, OR 97477
email: ieffn(&subutil.com
19. Warranties and Representations of Owners
19.1 Warranties. Each Owner acknowledges that the warranties and representations
of Owners contained in this Agreement, including the warranties and
representations contained in this section (the ""Warranties'), are material
inducements to the respective Purchaser to enter into this Option Agreement. All
Warranties, and the respective Purchaser's right to assert a breach of them,
survive execution of this Agreement, the Closing, and the execution and delivery
of the Closing documents. If, before Closing, Purchaser discovers or is advised
that any of the Warranties was untrue when made, then Purchaser will have the
option to either (1) terminate this Agreement, without waiving any cause of
action that Purchaser may be entitled to assert against the respective Owner by
reason of the breach of the Warranty, or (2) continue this Agreement, without
waiving any cause of action that Purchaser may be entitled to assert against the
respective Owner by reason of the breach of the Warranty. If, after Closing,
Purchaser discovers or is advised that any of the Warranties was untrue when
made, then Purchaser may pursue any remedy available to Purchaser at law or
in equity by reason of the breach of the Warranty. Each Owner warrants and
represents to the respective Purchaser that the following matters are true and
correct:
19.1.1 No Condemnation or Assessment Proceedings. There is no pending or
threatened condemnation or similar proceeding or assessment affecting the
respective Property, or any part of it and, to the knowledge of Owner, no
such proceeding is contemplated by any governmental entity.
19.1.2 Litigation; Law. There is no litigation, arbitration, or administrative hearing
pending before any governmental authority that concerns or affects the
Property or any portion of it and, to the knowledge of Owner, no such
proceeding is threatened. To the knowledge of Owner, the Property complies
with all laws, ordinances, and governmental approvals and decisions that
relate to it.
19.1.3 Hazardous Substances. For purposes of this subsection, the phrase
""Hazardous Substances" has the same meaning attributed to it in ORS
AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTIES - Page 10{00014965:6}
Exhibit B, Page 11 of 14
465.200(16). Owner warrants, represents, and covenants as follows:
19.1.3.1 To the knowledge of Owner, there are no Hazardous Substances in,
on, or buried on or beneath the Property, and no Hazardous
Substances have been emitted or released from the Property in
violation of any applicable laws;
19.1.3.2 Owner has not knowingly brought onto, stored on, buried on, used
on, emitted or released from, or allowed to be brought onto, stored
on, buried on, used on, or emitted or released from, the Property any
Hazardous Substances in violation of any applicable environmental
laws; and
19.1.3.3 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.
19.1.4 Status of Owner. Owner is not a foreign person, foreign partnership, foreign
corporation, or foreign trust, as those terms are defined in IRC §1445.
19.1.5 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
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.
19.1.6 Authori . No consents, documents, or approvals that have not been
obtained are necessary to the effectiveness of the grant of the Option by
Owner.
19.1.7 Contracts and Leases. Owner has disclosed to Purchaser all existing lease
agreements, maintenance contracts, service agreements, or other contracts
of any nature that pertain to, cover, or affect the properties or any part of
the properties. There are no other 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.
19.1.8 As used herein, the phrase "to the knowledge of Owner"or any variation of
that phrase refers to matters within the actual knowledge of Owner and do
not include constructive or imputed notice or knowledge; and the use of that
phrase does not imply that Owner has undertaken any special inquiry or
investigation with respect to the representation modified by the phrase,
unless circumstances within the actual knowledge of Owner would warrant a
reasonable person to undertake further inquiry when presented with similar
circumstances.
19.2 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, through no fault of Owner, Owner will immediately
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inform Purchaser, in writing, of that discovery. If the changed condition or
Warranty cannot be cured within 10 days of the date Owner discovers the
change, then Purchaser 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 the Earnest Money Payment
previously paid by Purchaser will be returned to Purchaser. If the changed
condition or Warranty can be corrected within 10 days after discovery by Owner,
Purchaser will not have the right to terminate this Option Agreement under this
section and Owner will correct the changed condition or Warranty within 10
days of the discovery. If Purchaser does not terminate this Agreement and the
changed condition or Warranty can be corrected and is not corrected by the
Closing Date, then Purchaser will have the right to withhold 150% of the
estimated costs of correcting the changed condition or Warranty until the
changed condition is corrected, and Owner will correct the changed condition, at
Owner's sole expense and in an expeditious manner, failing which Purchaser
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 Purchaser's rights.
20. Brokerage/Real Estate Commission. Neither party has employed the services of a
realtor, broker or real estate salesperson in reaching this Agreement. It is
understood that neither party will pay or be responsible for any brokerage
commission or fee will be paid on this Purchase Agreement.
21. Risk of Loss. Except as specified in Section 9, each Owner bears the risk of all loss
or damage to the respective Property from all causes, through the Closing Date. If,
before the Closing Date, all or part of the Property is 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 condemnation is threatened, the respective Owner must
give the respective Purchaser written notice of such event. Purchaser may
terminate this Agreement by giving written notice to the respective Owner within 15
days after receipt by Purchaser of written notice from Owner of such casualty or
condemnation. If Purchaser does not elect to terminate this Agreement, then this
Agreement will continue in force and if the respective Property is conveyed to
Purchaser, then all interest of the respective Owner in and to any insurance
proceeds or condemnation awards that may be payable to Owner on account of the
casualty or condemnation will be assigned to the respective Purchaser at Closing.
22. Integration, Modification, or Amendments. This Agreement contains the entire
agreement of the parties with respect to each of the Properties and supersedes all
prior written and oral negotiations and agreements with respect to each of the
Properties. Any modifications, changes, additions, or deletions to this Agreement
must be approved by all Parties, in writing.
23. Representation. The Parties have each been represented by legal counsel of choice
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with respect to this transaction. Except as otherwise provided in Section 15 each
party will be responsible for all attorney fees incurred by it with respect to this
Agreement.
24. Counterparts; Pronouns. This Agreement may be executed in one or more
counterparts, all of which will be considered one and the same Agreement and will
be effective when one or more counterparts have been signed by all parties. With
respect to any pronouns used, each gender used includes the other gender and the
singular and the plural, as the context may require.
25. Governing Law; Interpretation. This Agreement is governed by the laws of Oregon.
If a court of competent jurisdiction holds any portion of this Agreement to be void
or unenforceable as written, the parties 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.
26. Confidentiality. To the extent permitted by law, the Parties and their agents,
accountants, lawyers, and consultants will treat this Agreement and all information
obtained or exchanged in connection with it as confidential and will not disclose the
terms of this Agreement or any information relating to it to any person other than
the consultants and the entities engaged to assist in the consummation of this
Agreement, such as the Title Company. Nothing contained herein operates to
prevent or limited the right of the Parties to disclose the terms of this Agreement or
any other information relating to it in conjunction with any litigation, land use
proceeding, or other proceeding instituted with respect to this Agreement or the
Properties.
27. Time of Essence. Except as otherwise specifically provided in this Agreement, time
is of the essence of each and every provision of this Agreement.
28. Survival. In addition to any Section expressly stated to survive Closing,
notwithstanding anything in this Agreement to the contrary, obligations, warranties,
and representations contained within this Agreement shall survive Closing.
29. Miscellaneous. The facsimile transmission of any signed document including this
Agreement, in accordance with Paragraph 18, shall be the same as delivery of an
original. At the request of either party, the party delivering a document by facsimile
will confirm facsimile transmission by signing and delivering a duplicate original
document. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original and all of which together shall constitute one and
the same Agreement. This Agreement contains the entire agreement and
understanding of the parties with respect to the subject matter of this Agreement
and supersedes an prior and contemporaneous agreements between them with
respect thereto. Without limiting the provisions of Section 19 of this Agreement, this
Agreement shall be binding upon and shall inure to the benefit of the parties and
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their respective successors and assigns. The person signing this Agreement on
behalf of each Purchaser and the person signing this Agreement on behalf of each
Owner each represents, covenants and warrants that such person has full right and
authority to enter into this Agreement and to bind the party for whom such person
signs this Agreement to the terms and provisions of this Agreement. This
Agreement shall not be recorded unless the parties otherwise agree.
Dated:
PURCHASER OF MAIN STREET PROPERTIES OWNER OF PARKING LOT
Springfield Economic Development Agency City of Springfield
OWNER OF MAIN STREET PROPERITIES
PURCHASER OF PARKING LOT
Springfield Utility Board
By Jeff Nelson, General Manager
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