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HomeMy WebLinkAboutItem 10 AIS - P21065 Jasper Trunk Sewer Extension Phase 3 - Purchase and Sale AgreementAGENDA ITEM SUMMARY SPRINGFIELD CITY COUNCIL Meeting Date: Meeting Type: Staff Contact/Dept.: Staff Phone No: Estimated Time: Council Goals: 11/15/2021 Regular Meeting Jesse Jones/DPW 541-726-3720 Consent Calendar Maintain and Improve Infrastructure and Facilities ITEM TITLE: P21065 JASPER TRUNK SEWER EXTENSION PHASE 3 — APPROVAL OF PURCHASE AND SALE AGREEMENT ACTION Authorize City Manager to execute the purchase and sale agreement for 34.09 acres REQUESTED: of property (Tax Lot 18-02-04-00-01511) located in southeast Springfield, for the purpose of wetland mitigation for the Jasper Trunk Sewer Extension project. ISSUE Staff is seeking Council approval to authorize the City Manager to execute the STATEMENT: purchase and sale agreement for property located near Linda Lane in southeast Springfield, currently zoned Low Density Residential, for the purpose of preserving wetlands on the property as mitigation for the Jasper Trunk Sewer Extension project. The proposed alignment of the Jasper Trunk Sewer Extension will impact a small area of existing wetlands requiring the City to develop and implement a mitigation strategy which will satisfy permit requirements and allow construction to proceed. The remainder of the property not used for wetland mitigation may be used for other purposes to be determined, such as development of affordable housing or sale for private development. ATTACHMENTS: Attachment 1: Property Location Map Attachment 2: Purchase and Sale Agreement DISCUSSION/ The City of Springfield is in the design process of Phase 3 of the Jasper Trunk FINANCIAL Sewer Extension. The proposed alignment of the sewer impacts existing wetlands IMPACT: requiring the City to develop and implement a mitigation strategy to satisfy permit requirements, allowing construction to proceed. Potential mitigation options including purchasing credits in the local wetland bank or permanently protecting other existing wetlands via a conservation easement or similar mechanism. The Jasper Trunk Sewer Extension project will require purchase of 3-4 acres of wetland bank credit or permanent protection of a similar area of existing wetlands. Current wetland bank credits are $88,000 per acre. However, the credits necessary for this project are currently unavailable at the Coyote Prairie North Wetland Mitigation Bank which serves the southern Willamette Valley. Several publicly and privately owned parcels containing wetlands have been investigated for potential wetland protection. The project team has identified this privately owned parcel adjacent to the project impact zone which contains the right size and type of wetlands to satisfy the mitigation requirements. The City and the sellers have agreed to a purchase price of $450,000. Funds to support purchase of the property are programmed through the Capital Budget and currently budgeted to the project and the Riparian Land Management program. Attachment 1 — Property Location Map (Tax Lot 18-02-04-00-01511, highlighted) cb' .spa ..x ,ill li .H��:Y.-•', 3�'F � s.. �� ._{��J�� • yam.. '� .. '� Attachment 1, Page 1 of 1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT is entered into this day of , 2021, by and between Frank & Connie K. Porcaro; Mtos Limited Partnership; Jensen Trust; and Rex & Bonnie Ballenger ("Seller's, and the City of Springfield ('Purchaser"). RECITALS A. Seller owns certain real, personal, and intangible property commonly known as the real property located on Linda Lane, Springfield, Lane County, Oregon (Map and Tax No. 18-02-04-00-01511) as more particularly described in Section 1 below (the "Property"). B. Purchaser desires to acquire all of the Property from Seller, and Seller is willing to sell and convey all of the Property to Purchaser, on and subject to the terms of this agreement (the "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. 1.1 The Property consists of: (a) The land described in Exhibit A attached hereto (the "Land") and all easements, rights, and interests appurtenant thereto; (b) All of the improvements currently situated on the Land (the "Improvements"); (c) All of Seller's rights (if any) in all of the following intangible property now or hereafter existing with respect to the Property (the "Intangible Property"): (1) All plans and specifications, all building permits and other permits pertaining to the construction of the Improvements and all warranties, guaranties and sureties now or hereafter received in connection with the construction of or equipment on the Improvements; (2) All licenses, permits, approvals, certificates of occupancy relating to the zoning, land use, ownership, operation, occupancy, construction, or maintenance of the Improvements; 2. EFFECTIVE DATE. It is the intent of the parties to this Agreement that this Agreement shall be effective on the date the last party signs this Agreement (the "Effective Date's 3. PURCHASE PRICE. The total purchase price for the Property is Four Hundred Fifty Thousand Dollars ($450,000.00). 4. EARNEST -MONEY DEPOSIT. Upon execution of this Agreement, Purchaser will deliver to Evergreen Land Title Company (the "Escrow Agent's in Eugene, Oregon, $10,000.00 in cash with the Escrow Agent, which sum constitutes Purchaser's earnest -money deposit under this Agreement (the "Deposit"). The Deposit will be placed in an interest-bearing account, and all interest thereon will be added to and become part of the Deposit. The Deposit must be applied in accordance with the terms of this Agreement. S. PAYMENT OF PURCHASE PRICE. The purchase price must be paid by Purchaser in all cash on the Closing Date (as defined below), subject to application of the Deposit and the PURCHASE AND SALE AGREEMENT (18-02-04-00-01511) — Page 1 Attachment 2, Page 1 of 15 adjustments and credits as provided in this Agreement. 6. TITLE TO THE PROPERTY. 6.1 Title Report. Purchaser acknowledges receipt of the preliminary title report provided by Seller from the Escrow Agent with respect to the Land (the "Title Report'. Purchaser will have 5 days after its receipt of the Title Report 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 objected to by Purchaser must be included in Purchaser's notice. In the event of any disapproval, Seller will notify Purchaser in writing within 5 days after Purchaser's notification as to whether Seller agrees to remove any of the disapproved exceptions, and upon delivering that notice, Seller may have until the Closing Date to cause the disapproved exceptions that Seller has agreed to remove to be removed of record and from the Title Report. Seller's failure to deliver written notice to purchaser within the 5 -day period will be deemed to be Seller's election not to remove any of the disapproved exceptions. 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 5 days after Seller's notification of its election. In that event, the Deposit must 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 will be deemed waived and the Property will be conveyed to Purchaser subject to those defects without credit against the Purchase Price. The foregoing notwithstanding, Seller must cause all trust -deed liens against the Property that are not accepted by Purchaser to be released of record by the Closing Date. 7. PROPERTY DOCUMENTATION. 7.1 Copies of Leases, Contracts, Other Information. Seller represents that there are no current leases of the subject property. 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. 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. (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 special or general assessments, which are in addition to those which will be disclosed in the Title Report, that have been levied against or are proposed for the Property. PURCHASE AND SALE AGREEMENT (18-02-04-00-01511) – Page 2 Attachment 2, Page 2 of 15 (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 prior to or during the period in which the Seller has owned the Property. For the purposes of this section, "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 of 1980, the Resource Conservation and Recovery Act of 1976, and the Hazardous Materials Transportation Act.(g) Authority of Seller. Seller's execution, delivery of, and performance under this Agreement are undertaken pursuant to authority validly and duly conferred on Seller and the signatories hereto. (h) No Breach ofAgreements. 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 section 1445 (1954). 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 includes only the actual, personal knowledge (and not the implied, imputed, or constructive knowledge) of , without any investigation or inquiry whatsoever. 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 does not have the right to rely upon any warranty or representation of Seller, and Seller will not be liable for any breach of a warranty or misrepresentation, if and to the extent Purchaser is given access to data or information relating to the Property prior to the Closing Date that reveals, or Purchaser's tests or inspections prior to the Closing Date reveal, or Purchaser otherwise knows or has reason to know prior to the Closing Date of any information that reveals, the warranty or representation is incorrect, and Purchaser nevertheless elects to close this purchase. 8.4 Survival of Warranties. All of Seller's warranties in this Agreement will be 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. 9. PURCHASER'S REPRESENTATIONS. 9.1 Purchaser's Existence and Authority. Purchaser is a validly existing and duly organized urban renewal agency 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 of 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. PURCHASE AND SALE AGREEMENT (18-02-04-00-01511) — Page 3 Attachment 2, Page 3 of 15 10. CONDITIONS TO CLOSING. 10.1 Purchaser's Conditions. Purchaser's obligation to close this transaction is subject to the satisfaction of each of the following conditions: (a) Approval by the Springfield City Council; (b) Seller's Compliance. Seller's fulfillment of each of its obligations under this Agreement in all material respects; (c) Seller's Representations The continuing accuracy of all of Seller's warranties and representations in this Agreement in all material respects; and (d) Material Casualty. The absence of any material damage by casualty to the Improvements that has not been repaired by the Closing Date. For the purposes hereof, a "material damage by casualty" means any damage by fire or other casualty that has not been repaired and paid for by the Closing Date and for which the estimated cost of the remaining repairs exceeds $100,000.00. If the Improvements suffer any material damage by casualty, Purchaser has the right and option to terminate this Agreement within 30 days after the date of the casualty or by the Closing Date, whichever occurs first. Seller will also have the right to cancel this Agreement if the material damage by casualty is not fully covered by Seller's insurance policy. If Seller and Purchaser do not elect to terminate this Agreement, this transaction will close without increase or decrease in the purchase price, Seller must proceed to effect any repairs that are reasonably possible prior to closing unless otherwise agreed to in writing by Purchaser, and Purchaser is entitled to all insurance proceeds that are not used to pay the costs of those repairs. Seller must also credit against the purchase price the amount of any deductible or self-insurance applicable to the casualty. If the estimated cost to repair any damage by casualty as of the Closing Date is less than $100,000.00, Purchaser does not have the right to terminate this Agreement because of that casualty and Purchaser will be given a credit against the purchase price in the amount of the estimated cost to repair the damage, whereupon Seller will be entitled to retain the right to all insurance proceeds that would otherwise be paid to Purchaser on the Closing Date. All repair cost estimates referred to in this section will be made by reference to a fixed-price construction contract, which Seller must obtain as promptly as is reasonably possible after the date of the casualty. If the contract price cannot be ascertained as of the Closing Date, Purchaser may waive its election to take a purchase price credit or must deposit with the Escrow Agent on the Closing an amount of the purchase price reasonably agreed to by the parties as a reasonable estimate of the credit, whereupon the actual estimate of the repairs will be ascertained by the means described above as soon as practicable. When the actual estimate is so determined, Purchaser will be given a credit against the purchase price in that amount, and the estimated amount deposited with the Escrow Agent will be paid to Purchaser to the extent of the actual estimate and any remainder paid to Seller. If the actual estimated repair costs exceed the escrowed amount, Seller will pay the difference to 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 of Purchaser's warranties and representations in this Agreement. 11. CLOSING. 11.1 Closing Date. This transaction will be closed within 10 days of the date of execution of this Agreement (the date this transaction does so close, as evidenced by the PURCHASE AND SALE AGREEMENT (18-02-04-00-01511) — Page 4 Attachment 2, Page 4 of 15 recordation of Seller's deed to Purchaser, being herein referred to as the "Closing Date"), on or before December 15, 2021. Each party may extend the Closing Date one time by up to 10 days if that extension is required by illness, transportation delays, the unavailability of the Escrow Agent, 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 Eugene, Oregon, or any other place as the parties may mutually agree to in writing. Closing must 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 must be prorated and adjusted between the parties as of the Closing Date. 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 that program on the Closing Date. (b) Purchaser will pay conveyance, excise, or transfer taxes and fees in connection with this sale, and Purchaser will pay the recording fees for Seller's deed. (c) Purchaser 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 coverages or endorsements requested by Purchaser or its lender will be paid by Purchaser. (d) Purchaser will pay the escrow and closing fees charged by the Escrow Agent. (e) Purchaser will pay all costs and expenses related to Purchaser's financing. 11.4 Events of Closing. Provided 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 statutory special warranty deed, subject to the matters accepted or deemed accepted by Purchaser pursuant to this Agreement, in the form attached hereto as Exhibit B. (b) Seller will provide Purchaser with the Certificate of Nonforeign Status as provided in IRC section 1445. (c) Seller will deliver the original copies of all current Leases and contracts relating to the Property that are in Seller's possession or control. (d) The Escrow Agent will calculate the prorations agreed to herein, and the parties will be charged and credited accordingly. (e) Any liens to be paid by Seller at closing will be paid and satisfied of record at Seller's expense. (f) Purchaser will pay the entire purchase price to Seller in cash, less the Deposit, as adjusted for the charges and credits set forth in this Agreement. (g) The Escrow Agent will be committed to issuing the policy described in section 12.5 upon recordation of the closing documents. (h) 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, Escrow Agent will furnish Purchaser a standard American Land Title Association (ALTA) form of owner's policy of title insurance in the amount of the purchase price for the Property, subject only to the Escrow Agent's standard preprinted exceptions and exclusions for that form and except for the matters accepted or deemed accepted by Purchaser pursuant to this Agreement. The costs of additional or extended title insurance beyond standard coverage will be paid by Purchaser, and the availability of that coverage will not be a condition of closing. PURCHASE AND SALE AGREEMENT (18-02-04-00-01511) — Page 5 Attachment 2, Page 5 of 15 11.6 Possession. Subject to the rights of tenants, Seller must deliver possession of the Property to Purchaser on the Closing Date. 11.7 As -Is Sale. 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 these 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 of 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 will 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 Purchaser's Indemnification. Purchaser agrees to defend, indemnify, and hold harmless Seller from and against all actions, claims, losses, liabilities, damages, costs, and expenses (including without limitation reasonable attorney fees) that are caused by Purchaser's failure to perform any landlord's or owner's obligation under any lease of or contract relating to the Property on and after the Closing Date or for which Purchaser is responsible in accordance with the terms of this Agreement. 12. DEFAULTS AND FAILURE TO CLOSE. 12.1 Seller's Remedies. If 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. This amount has been agreed by the parties to be reasonable compensation and the exclusive remedy for Purchaser's default, since the precise amount of damages 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 will be entitled to the return of the Deposit and any remedies for breach of contract as may be available under applicable law, including, without limitation, the remedy of specific performance and the right to recover its actual damages 12.3 Defaults. Except for (a) Purchaser's failure to pay any portion of the Deposit as and when due hereunder, or (b) either parties' 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 such failure continues for a period of 10 days following the date such 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 Late Payments. Any debt due to either party by the other under this Agreement that is not paid when due will bear interest from its due date to and including the date of payment at the rate of 12% percent per annum. Debts stated to be payable on demand herein will be considered delinquent as of the fifth day after the demand is made in writing. The nondefaulting party will also be entitled to reimbursement by the defaulting party of all costs, expenses, collection agency charges, and attorney fees incurred, with or without litigation, in collecting any debt not paid within 15 days after its due date and written notice of such delinquency. PURCHASE AND SALE AGREEMENT (18-02-04-00-01511) — Page 6 Attachment 2, Page 6 of 15 12.5 Costs and Attorney Fees. If any controversy or claim arises under this Agreement, the prevailing party shall be entitled to its reasonable costs, disbursements and attorney fees, together with all expenses that it may reasonably incur in taking such action, including, but not limited to, costs incurred in searching records, expert witness and consulting fees, discovery depositions, whether or not introduced into evidence at the trial, hearing or other proceeding, including an arbitration proceeding, and travel expenses in any arbitration, trial or other proceeding, including any proceeding brought to enforce an award to judgment and any and all appeals taken therefrom. 12.6 Waiver of Jury Trial. As part of the consideration for this Agreement, each of the parties hereto waives the right to trial by jury in connection with any dispute or action under this Agreement. 13. CONDUCT OF BUSINESS. 13.1 Operations. Between the date of this Agreement and the Closing Date, Seller will continue to operate the Property in accordance with its current management, operation, and leasing standards and practices and will take no steps or actions that it knows would be materially detrimental to the value of the Property. 13.2 Leases. Between the Effective Date and the Closing Date, and without Purchaser's prior written consent, Seller may not renew or modify any Leases or enter into any additional leases of the Property or any portion thereof. Purchaser's consent will be required for (i) renewals or extensions that are contained in existing Leases, (ii) new Leases entered into by Seller that are consistent with the form and terms of leases to which Purchaser was provided access during the Review Period, (iii) modifications or new leases on terms that are consistent with general leasing practices for similar properties in the vicinity of the Property, or (iv) marketing and leasing practices of which Purchaser was aware during the Review Period and to which Purchaser made no written objection to Seller during the Review Period. No consent required by the terms of this paragraph will be unreasonably conditioned, delayed, or withheld in light of the then -current market and leasing conditions for similar properties in the vicinity of the Property. All expenses, commissions, permitting expenses, tenant improvement costs, and rent concessions relating to any leases and modifications executed after the date of this Agreement will be assumed by Purchaser as of the Closing Date, and any sums expended by Seller prior to the Closing Date with respect to any such items under a lease or modification executed after the date of this Agreement will be added to the purchase price for the Property. Subject to the foregoing, Seller retains the sole and unilateral right to accept, modify, or reject any offers to lease the Property prior to the Closing Date. 13.3 Contracts. Between the Effective Date and the Closing Date, Seller may not enter into any equipment purchase contract that will not be paid in full prior to the Closing Date or any service or maintenance contract that cannot be canceled upon 30 days' notice at no cost to Purchaser unless Seller first obtains the written approval of Purchaser, which consent may not be unreasonably delayed, conditioned, or withheld. This Agreement will not restrict Seller from soliciting or receiving offers for the Property or entering into additional sale contracts for the Property as long as Purchaser's rights under this Agreement are not impaired. 13.4 Insurance. Seller agrees to continue to maintain its current casualty and liability insurance policies on the Property until the Closing Date. Tenant will maintain liability insurance consistent with the lease agreement. 13.5 Property Maintenance. Between the date of this Agreement and the Closing Date, Seller agrees to maintain and repair the Property so as to cause it to be delivered to Purchaser in substantially the same condition existing as of end of the Review Period, ordinary wear and tear, damage by casualty, and damage by condemnation excepted. PURCHASE AND SALE AGREEMENT (18-02-04-00-01511) — Page 7 Attachment 2, Page 7 of 15 13.6 No Additional Obligations. Except as provided in this section, Seller will have 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 no express or implied representations or covenants to do so exist. 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, and 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 benefitted or afforded any legal rights under or by virtue of this Agreement. 14.3 Joint and Several Liability. If either party is comprised of more than one person or entity, the obligations of each person or entity comprising that party under this Agreement will be joint and several. 14.4 Real Estate Brokers. Sellers are represented by real estate brokers David Holland, John Brown and Lilly Storment of Evans Elder Brown & Seubert, who are the only real estate brokers or sales persons engaged in this transaction. Buyer is not represented by any real estate brokers or sales persons. 14.5 Indemnified Parties. Any indemnification contained in this Agreement for the benefit of a party will extend to that party's members, directors, shareholders, officers, employees, and agents. 14.6 Assignments and Successors. Purchaser may not assign or otherwise transfer this Agreement or any interest herein, voluntarily, involuntarily, or by operation of law, without the prior written consent of Seller in each instance, 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. 15. GENERAL PROVISIONS. 15.1 Notices. Notices under this Agreement must be in writing and if personally delivered will be effective when received. If mailed, a notice will be deemed effective 48 hours after deposited as registered or certified mail, postage prepaid, directed to the other party. Notice may be given by email transmission to the email address set forth in this Agreement or at 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. For notice to be effective by email, it must include this statement in the subject or reference line: "THIS IS A FORMAL NOTICE GIVEN IN ACCORDANCE WITH THE EARNEST MONEY AGREEMENT FOR PURCHASE AND SALE OF PROPERTY." Notices must be delivered, mailed, or sent by email to the following address and telephone numbers: Seller: email: PURCHASE AND SALE AGREEMENT (18-02-04-00-01511) — Page 8 Attachment 2, Page 8 of 15 With copy to: Purchaser: City of Springfield 225 Fifth Street Springfield, OR 97477 Attn: Jesse Jones email: jjones@springfield-or.gov Either party may change its address for notices by at least 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 of 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 pursuant to this Agreement, is declared invalid or is unenforceable for any reason, that 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 not be construed against either pa rty. 15.5 Number, Gender and Captions. In construing this Agreement, it is understood that if the context so requires, the singular pronoun shall be taken to mean and include the plural, the masculine, the feminine and the neuter, and that generally all grammatical changes shall be made, assumed and implied to individuals and/or corporations and partnership. All captions and section headings used herein are intended solely for convenience of reference and shall in no way limit any of the provision 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 that 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 only be changed, waived, discharged, or terminated by a written instrument signed by the party against whom enforcement of the change, waiver, discharge, or termination is sought. 15.8 Saturday, Sunday and Legal Holidays. If the time for performance of any of the terms, conditions, and provisions hereof fall on a Saturday, Sunday, or legal holiday, then the time of 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 of same will be laid 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. PURCHASE AND SALE AGREEMENT (18-02-04-00-01511) — Page 9 Attachment 2, Page 9 of 15 15.12 No Offer. By providing an unexecuted copy of this Agreement to any person, neither party will be 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 upon 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 No Merger. The obligations set forth in this Agreement shall not merge with the transfer or conveyance of title to any party of the Property but shall remain in effect until fulfilled. 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 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: Frank Porcaro Date Executed: By: Connie K. Porcaro Date Executed: City of Springfield, Oregon By: Its: Date Executed: PURCHASE AND SALE AGREEMENT (18-02-04-00-01511) — Page 10 Attachment 2, Page 10 of 15 By: Rex Ballenger Date Executed: By: Bonnie Ballenger Date Executed: Mtos Limited Partnership By: Its: Date Executed: Jensen Trust By: Its: Date Executed: PURCHASE AND SALE AGREEMENT (18-02-04-00-01511) — Page 11 Attachment 2, Page 11 of 15 EXHIBIT A LEGAL DESCRIPTION (Map Identification and Tax Lot No. 18-02-04-00-01511) Parcel 3, LAND PARTITION PLAT NO. 2020-P2943, as platted and recorded April 28, 2020, Reception No. 2020-020725, Lane County Deeds and Records, in Lane County, Oregon. Attachment 2, Page 12 of 15 EXHIBIT B FORM OF STATUTORY SPECIAL WARRANTY DEED After Recording Return To: City of Springfield City Attorney's Office 225 Fifth Street Springfield, OR 97477 Until Requested otherwise, send all tax statements to: City of Springfield 225 Fifth Street Springfield, OR 97477 SPECIAL WARRANTY DEED — STATUTORY FORM Frank & Connie K. Porcaro; Mtos Limited Partnership; Jensen Trust; and Rex & Bonnie Ballenger, Grantor, conveys and specially warrants to the City of Springfield, Grantee, the following described real property free of encumbrances created or suffered by the Grantor except as specifically set forth herein, situated in Lane County, Oregon, and more particularly described as follows: Parcel 3, LAND PARTITION PLAT NO. 2020-P2943, as platted and recorded April 28, 2020, Reception No. 2020-020725, Lane County Deeds and Records, in Lane County, Oregon. The true consideration of this conveyance is $450,000.00. 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. DATED this day of , 2021. GRANTORS: Frank Porcaro Rex Ballenger Connie K. Porcaro Bonnie Ballenger Attachment 2, Page 13 of 15 Mtos Limited Partnership By: Its: STATE OF ) ss. County of ) This instrument was acknowledged before me on Porcaro, individually. STATE OF Jensen Trust By: Its: Notary Public for 2021, by Frank ss. County of ) This instrument was acknowledged before me on , 2021, by Connie K. Porcaro, individually. Notary Public for STATE OF ) ss. County of ) This instrument was acknowledged before me on , 2021, by Rex Ballenger, individually. Notary Public for STATE OF ) ss. County of ) This instrument was acknowledged before me on , 2021, by Bonnie Ballenger, individually. Notary Public for Attachment 2, Page 14 of 15 STATE OF ) ss. County of ) This instrument was acknowledged before me on , 2021, by as a Member of Mtos Limited Partnership. STATE OF ss. County of Notary Public for This instrument was acknowledged before me on , 2021, by as a Trustee of Jensen Trust. Notary Public for ACCEPTANCE OF DEED BY THE CITY OF SPRINGFIELD: Grantee approves and accepts this conveyance this day of , 2021. By: Printed Name: Title: Attachment 2, Page 15 of 15