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HomeMy WebLinkAboutItem 01 Glenwood Real Property TransactionAGENDA ITEM SUMMARY Meeting Date: 9/12/2022 Meeting Type: Regular Meeting Department: City Manager's Office Staff Contact: Niel Laudati, Assistant City Manager Kristina Kraaz, Asst. City Attorney S P R I N G F I E LD ECONOMIC Staff Phone No: 541-726-3700 DEVELOPMENT AGENCY Estimated Time: 5 Minutes ITEM TITLE: GLENWOOD REAL PROPERTY TRANSACTION — RAMSEY PROPERTIES ACTION Authorize City Manager to enter into Purchase and Sale Agreements for three REQUESTED: parcels of real property in the Glenwood riverfront area Map 17-03-34-42, Tax Lots 1200, 1300, and 1400, upon the terms as substantially provided in Attachments 2 and 3. ISSUE This item is a continuation of SEDA's work to develop the Glenwood Riverfront STATEMENT: area. SEDA is in the stage of developing a Master Plan for the redevelopment area, which includes properties owned by SEDA and the City, Homes for Good (Lane County's housing authority), a handful of private owners. In the middle of the Master Plan area, there are a handful of parcels owned by other private owners who have not committed to participate directly in the Master Plan. SEDA has reached tentative agreement on terms to acquire three of the six remaining parcels for ultimate redevelopment as part of the Glenwood Riverfront project. ATTACHMENTS: Attachment 1 — Property Vicinity Map Attachment 2 — Purchase and Sale Agreement — Kramer (Tax Lots 1200 and 1300) Attachment 3 — Purchase and Sale Agreement — Shefcheck (Tax Lot 1400) DISCUSSION/ Staff are requesting SEDA approve a Purchase and Sale Agreement for two parcels FINANCIAL owned by Stephen Kramer for $835,000, and a Purchase and Sale Agreement one IMPACT: parcel owned by Steven and Diana Shefcheck for $275,000. (ATT 2 and 3) The purchase prices were negotiated on behalf of SEDA by a real estate broker and were based upon the properties' appraised values and current cash flows. Additional information regarding these properties is provided to the SEDA Board in the Executive Session Board Briefing Memorandum. These properties will subsequently need to be added to the Glenwood Urban Renewal Plan Section 700.0 by SEDA Resolution and ratified by the City Council. 100025563:11 Attachment 1 Page 1 of 1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT is entered into September , 2022, by and between Stephen Kramer ("Seller's, and the Springfield Economic Development Agency, an economic development agency of the City of Springfield ("Purchaser's. RECITALS A. Seller owns certain real property located in the Glenwood area of Springfield, Oregon, map 17-03-34-42, tax lots 1200 and 1300, addressed as 247, 267, and 277 N. Concord Street, as more particularly described in Exhibit A (collectively, 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"). NOW, THEREFORE, based upon the above Recitals, which are specifically incorporated into this Agreement, the parties agree as follows: 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. 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"). 3. PURCHASE PRICE. The total purchase price for the Property is eight hundred and thirty-five thousand dollars ($835,000), subject to the terms and conditions set forth in this Agreement. 4. ESCROW AGENT. Upon execution of this Agreement, Purchaser will establish escrow with Evergreen Land Title Company (the "Escrow Agent") in Eugene, Oregon. S. PAYMENT OF PURCHASE PRICE. The purchase price must be paid by Purchaser in all cash on the Closing Date (as defined below). 6. PROPERTY INSPECTIONS & ENVIRONMENTAL ASSESSMENT. 6.1 Inspection Rights. Purchaser has until midnight at the end of the sixtieth (6011) day following the Effective Date (the "Review Period's to satisfy itself concerning all aspects of the Property, including, without limitation, the physical condition thereof; the insurance policies, contracts, leases, and all other financial aspects of the Property; the availability of any governmental permits and approvals; and the feasibility of using the Property for Purchaser's intended use. Purchaser has the right to perform any tests, inspections, and feasibility studies on the Property as Purchaser may deem necessary, including any environmental assessment that would require soils analysis, groundwater testing, or other PURCHASE AND SALE AGREEMENT (Kramer) - Page 1 Attachment 2 Page 1 of 12 studies commonly associated with a Phase I or II Environmental Site Assessment, with the prior consent of Seller in each instance, which consent will not be unreasonably withheld. For any portion of the Improvements that is occupied by a tenant, Purchaser will make appropriate arrangements with Seller as to the time and duration of Purchaser's inspections and Purchaser will take all reasonable steps to protect tenants' property and to avoid disturbing tenants. If any person is required to make any report to any governmental agency as the result of any environmental inspection, the report will be submitted solely by Seller. . 6.2 Inspection Expenses. Purchaser will pay when due all costs and expenses of a Phase I environmental assessment, and any other tests, inspections, and studies ordered by Purchaser, regardless of whether this sale closes. If the Phase I environmental assessment recommends obtaining a Phase II assessment, the Parties will confer regarding responsibility for payment of the costs of a Phase II assessment. This section in no way limits or binds Purchaser to agree to removal of any inspection contingencies without additional deductions in the purchase price. 6.3 Inspection Indemnity. Purchaser will indemnify, defend, and hold harmless Seller from and against any and all costs, losses, damages, expenses, liabilities, actions, liens, or claims arising from or related to any activities on or about the Property by Purchaser or any agent, employee, contractor, or invitee of Purchaser. 6.4 Removal of Inspection Contingencies. If, by the end of the Review Period, Purchaser has not notified Seller in writing that Purchaser accepts the Property and all aspects thereof in its then -current condition, this Agreement will automatically terminate. Purchaser shall have the right to extend the Review Period by up to ninety (90) additional days if needed to complete environmental assessment of the property. Purchaser shall give Seller prior written notice of Purchase's intention to extend Review Period. 7. TITLE TO THE PROPERTY. 7.1 Title Report. Within 15 days after the Effective Date, Seller must order a preliminary title report from the Escrow Agent with respect to the Land (the "Title Report"). The Title Report must be accompanied by legible copies of all special exceptions listed therein. Purchaser will have until 15 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 15 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 15 -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. 7.2 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 10 days after Seller's notification of its election. 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. PURCHASE AND SALE AGREEMENT (Kramer) - Page 2 Attachment 2 Page 2 of 12 8. PROPERTY DOCUMENTATION. 8.1 Copies of Leases, Contracts, Other Information. As soon as practicable, Seller must deliver to Purchaser or provide Purchaser access to the Tenant's lease and any subleases in Seller's possession. 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. 8.2 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. 9. SELLER'S REPRESENTATIONS. 9.1 Content of Representations. Seller represents, warrants, and covenants to Purchaser as follows: (a) No Notice of Violation of Zoning and Other Laws Seller has not received any written notice from any governmental authority alleging that the Improvements violate any building codes, building or use restrictions, or zoning ordinances, rules, or regulations. (b) No Litigation. To Seller's knowledge, there is no pending or threatened litigation or administrative action with respect to the Property. (c) 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. (d) 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. (e) 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 Agreement, "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. (f) 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. (g) 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. (h) Nonforeign Status Seller is not a "foreign person" as defined in IRC section 1445 (1954). 9.2 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 Stephen Kramer, without any investigation or inquiry whatsoever. PURCHASE AND SALE AGREEMENT (Kramer) - Page 3 Attachment 2 Page 3 of 12 9.3 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. 9.4 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. 10. PURCHASER'S REPRESENTATIONS. 10.1 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. 10.2 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, except as provided in section 11 Conditions to Closing. 10.3 No Litigation. Purchaser is not a party to any litigation or civil or criminal proceedings; no petitions in bankruptcy have been filed by or against Purchaser; and none of Purchaser's assets are currently subject to any insolvency, receivership, or foreclosure proceedings. 10.4 No Breach of Agreements. This Agreement does not breach or violate any term or provision of any other agreement or contract to which Purchaser is a party. 11. CONDITIONS TO CLOSING. 11.1 Purchaser's Conditions. Purchaser's obligation to close this transaction is subject to the satisfaction of each of the following conditions: (a) Approval by the Springfield Economic Development Agency Board; (b) Seller's Compliance. Seller's fulfillment of each of its obligations under this Agreement in all material respects; (c) Sellers Representations. The continuing accuracy of all of Seller's warranties and representations in this Agreement in all material respects; (d) Condition of Commercial/Industria/ Structures. Any and all non-residential structures on the property will be vacant with no further right of occupancy by any prior tenants. (e) Clean Environmental Assessment or No Further Action Letter. Seller must provide Purchaser with a No Further Action letter issued by the Oregon Department of Environmental Quality regarding the Property, or provide Seller with a clean environmental assessment. "Clean environmental assessment" means either: (i) a Phase I environmental assessment of the Property prepared by an environmental consulting company specializing in environmental site assessments, which report does not recommend obtaining a Phase II assessment nor undertaking any remedial actions with respect to the Property, and further does not identify, indicate or suggest the presence of hazardous substance, waste, or material, other PURCHASE AND SALE AGREEMENT (Kramer) - Page 4 Attachment 2 Page 4 of 12 than the presence of lead paint or asbestos -containing materials on or within an Improvement; or (b) a Phase II (or limited Phase II) environmental assessment of the Property prepared by an environmental consulting company specializing in environmental site assessments, which report (whether issued before or after remediation) does not identify, indicate or suggest the presence on the Property of any hazardous substance, waste, or material. . 11.2 Seller's Conditions. Seller's obligation to close this transaction is subject to the satisfaction of each of the following conditions: (a) Purchaser's Compliance. Purchaser's fulfillment of each of its obligations under this Agreement. (b) Purchaser's Representations. The continuing accuracy of all of Purchaser's warranties and representations in this Agreement. 12. CLOSING. 12.1 Closing Date. This transaction will be closed no earlier than July 8, 2023 and no later than August 30, 2023, unless extended by mutual agreement of the parties in writing or as otherwise provided in this subsection. Each party may extend the Closing Date one time by up to 30 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. 12.2 Manner and Place of Closing. This transaction will be closed by the Escrow Agent in Springfield or 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. 12.3 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 and Seller will each pay one half of the escrow and closing fees charged by the Escrow Agent. 12.4 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 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. PURCHASE AND SALE AGREEMENT (Kramer) - Page 5 Attachment 2 Page 5 of 12 (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, 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. 12.5 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. 12.6 Possession. Seller must deliver possession of the Property to Purchaser on the Closing Date. 12.7 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. 12.8 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. 13. DEFAULTS AND FAILURE TO CLOSE. 13.3 Defaults. Except for 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. 13.4 Late Payments. Any debt due to either party by the other under this Agreement that is not paid when due will bear interest from its due date to and including the PURCHASE AND SALE AGREEMENT (Kramer) - Page 6 Attachment 2 Page 6 of 12 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. 13.5 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. 14. CONDUCT OF BUSINESS. 14.1 Leases. Between the Effective Date and the Closing Date, and without Purchaser's prior written consent, Seller may not enter into any leases of the Property, which includes but is not limited to any extensions, renewals, or assignments of existing leases, whether written or oral. 14.2 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. 14.3 Insurance. Seller agrees to continue to maintain its current casualty and liability insurance policies on the Property until the Closing Date. 14.4 No Additional Obligations. Except as provided in this section and in sections 11.1(d) and (e), 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. 15. LEGAL RELATIONSHIPS. 15.1 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. 15.2 No Third Party Beneficiaries. No third party is intended to be benefitted or afforded any legal rights under or by virtue of this Agreement. 15.3 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. PURCHASE AND SALE AGREEMENT (Kramer) - Page 7 Attachment 2 Page 7 of 12 15.4 Real Estate Brokers. Purchaser has employed a real estate broker, John Brown, to negotiate this transaction; however, neither Seller nor Purchaser is responsible for the payment of any real estate broker's commission for this transaction. 15.5 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. 15.6 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. Notwithstanding the foregoing, Purchaser is aware that Seller is considering performing an IRC Section 1031 tax-deferred exchange. Purchaser will reasonably cooperate with Seller in such an exchange and Seller agrees to hold Purchaser harmless from any and all claims, costs, liabilities, or delays in time resulting from an exchange. Purchaser agrees to an assignment of this Agreement to a qualified intermediary by the Seller. 16. GENERAL PROVISIONS. 16.1 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 PURCHASE AND SALE AGREEMENT FOR PROPERTY." Notices must be delivered, mailed, or sent by email to the following address and telephone numbers: Seller: Stephen Kramer 42113 Deerhorn Rd Springfield, OR 97478 Purchaser: Springfield Economic Development Agency (SEDA) Springfield City Attorney's Office 225 A Street Springfield, OR 97477 Attn: Kristina Kraaz email: kskraaz@springfield-or.gov Either party may change its address for notices by at least 15 days' advance written notice to the other. 16.2 Time of Essence. Except as otherwise specifically provided in this Agreement, time is of the essence of each and every provision of this Agreement. PURCHASE AND SALE AGREEMENT (Kramer) - Page 8 Attachment 2 Page 8 of 12 16.3 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. 16.4 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 party. 16.5 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. 16.6 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. 16.7 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. 16.8 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. 16.9 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. 16.10 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. 16.11 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. 16.12 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. 16.13 No Recording. Neither this Agreement nor any memorandum or short form thereof may be recorded. 16.14 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. 16.15 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. 16.16 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 PURCHASE AND SALE AGREEMENT (Kramer) - Page 9 Attachment 2 Page 9 of 12 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: Stephen Kramer Springfield Economic Development Agency By: Date Executed: Its: Date Executed: PURCHASE AND SALE AGREEMENT (Kramer) - Page 10 Attachment 2 Page 10 of 12 EXHIBIT A LEGAL DESCRIPTION PARCEL 1; Beginning 68 feat west and 242 feet North of the Northwest corner of Daniel McVey and wife Donation Land Claim No. 82, Notification No. 32B3, in Township 17 South, Flange 3 west of the Willamette Meridian; thence East 138.1 feet, thence Nortb 163.5 feet; thence west 138.1 feet; thence South 153.5 feet to the place of beginning Situated in mane County, Oregon. EXCEPTTP(' the Wast 10 fact thereof which li.Qs within a roadway, ift Lama County, Oregon. PARCEL 2: Beginning at a point 58 feet west and 373.5 feet North of the Northwest corner of the Daniel McVey Donation Land claim No. 82, in Township 17 South, Range 3 WpZt of the Willamette Meridian; thsnce Ease. 128 ft:uLi Lhel3r:e North 60 feet; thence Wast 128 feet; thence South 60 feet, to the place of beginning, all in bane County, Oregon. Attachment 2 Page 11 of 12 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT is entered into September , 2022, by and between Steven and Diana Shefcheck as trustees of the Steven and Diana Shefcheck Living Trust ("Seller"), and the Springfield Economic Development Agency, an economic development agency of the City of Springfield ("Purchaser's. RECITALS A. Seller owns certain real property located in the Glenwood area of Springfield, Oregon, map 17-03-34-42, tax lot 1400, addressed as 287 N. Concord Street, as more particularly described in Exhibit A (collectively, 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"). NOW, THEREFORE, based upon the above Recitals, which are specifically incorporated into this Agreement, the parties agree as follows: AGREEMENT 1. PURCHASE AND SALE OF THE PROPERTY. Seller agrees to sell the Property to Purchaser, and Purchaser agrees to purchase the Property from Seller, on the terms and conditions set forth in this Agreement. The Property consists of the land described in Exhibit A and all improvements and interests appurtenant thereto, including the manufactured structure specifically described as a 1980 Shlby model, Plate No. X175834, Serial No 09151, LOIS No. L237110 (the "Mobile Home"). 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"). 3. PURCHASE PRICE. The total purchase price for the Property is two hundred and seventy-five thousand dollars ($275,000), subject to the terms and conditions set forth in this Agreement. 4. ESCROW AGENT. Upon execution of this Agreement, Purchaser will establish escrow with Evergreen Land Title Company (the "Escrow Agent") in Eugene, Oregon. S. PAYMENT OF PURCHASE PRICE. The purchase price must be paid by Purchaser in all cash on the Closing Date (as defined below). 6. PROPERTY INSPECTIONS & ENVIRONMENTAL ASSESSMENT. 6.1 Inspection Rights. Purchaser has until midnight at the end of the sixtieth (60t") day following the Effective Date (the "Review Period's to satisfy itself concerning all aspects of the Property, including, without limitation, the physical condition thereof; the insurance policies, contracts, leases, and all other financial aspects of the Property; the PURCHASE AND SALE AGREEMENT (Shefcheck) - Page 1 Attachment 3 Page 1 of 12 availability of any governmental permits and approvals; and the feasibility of using the Property for Purchaser's intended use. Purchaser has the right to perform any tests, inspections, and feasibility studies on the Property as Purchaser may deem necessary, including any environmental assessment that would require soils analysis, groundwater testing, or other studies commonly associated with a Phase I or II Environmental Site Assessment, with the prior consent of Seller in each instance, which consent will not be unreasonably withheld. For any portion of the Improvements that is occupied by a tenant, Purchaser will make appropriate arrangements with Seller as to the time and duration of Purchaser's inspections and Purchaser will take all reasonable steps to protect tenants' property and to avoid disturbing tenants. If any person is required to make any report to any governmental agency as the result of any environmental inspection, the report will be submitted solely by Seller. . 6.2 Inspection Expenses. Purchaser will pay when due all costs and expenses of a Phase I environmental assessment, and any other tests, inspections, and studies ordered by Purchaser, regardless of whether this sale closes. If the Phase I environmental assessment recommends obtaining a Phase II assessment, the Parties will confer regarding responsibility for payment of the costs of a Phase II assessment. This section in no way limits or binds Purchaser to agree to removal of any inspection contingencies without additional deductions in the purchase price. 6.3 Inspection Indemnity. Purchaser will indemnify, defend, and hold harmless Seller from and against any and all costs, losses, damages, expenses, liabilities, actions, liens, or claims arising from or related to any activities on or about the Property by Purchaser or any agent, employee, contractor, or invitee of Purchaser. 6.4 Removal of Inspection Contingencies. If, by the end of the Review Period, Purchaser has not notified Seller in writing that Purchaser accepts the Property and all aspects thereof in its then -current condition, this Agreement will automatically terminate. Purchaser shall have the right to extend the Review Period by up to ninety (90) additional days if needed to complete environmental assessment of the property. Purchaser shall give Seller prior written notice of Purchase's intention to extend Review Period. 7. TITLE TO THE PROPERTY. 7.1 Title Report. Within 15 days after the Effective Date, Seller must order a preliminary title report from the Escrow Agent with respect to the Land (the "Title Report'. The Title Report must be accompanied by legible copies of all special exceptions listed therein. Purchaser will have until 15 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 15 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 15 -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. 7.2 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 10 days after Seller's notification of its election. If Purchaser does not elect to cancel this Agreement, Purchaser's objections to the disapproved PURCHASE AND SALE AGREEMENT (Shefcheck) - Page 2 Attachment 3 Page 2 of 12 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. 8. PROPERTY DOCUMENTATION. 8.1 Copies of Leases, Contracts, Other Information. As soon as practicable, Seller must deliver to Purchaser or provide Purchaser access to the Tenant's lease and any subleases in Seller's possession. 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. 8.2 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. 9. SELLER'S REPRESENTATIONS. 9.1 Content of Representations. Seller represents, warrants, and covenants to Purchaser as follows: (a) No Notice of Violation of Zoning and Other Laws Seller has not received any written notice from any governmental authority alleging that the Improvements violate any building codes, building or use restrictions, or zoning ordinances, rules, or regulations. (b) No Litigation. To Seller's knowledge, there is no pending or threatened litigation or administrative action with respect to the Property. (c) 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. (d) 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. (e) 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 Agreement, "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. (f) 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. (g) 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. (h) Nonforeign Status Seller is not a "foreign person" as defined in IRC section 1445 (1954). PURCHASE AND SALE AGREEMENT (Shefcheck) - Page 3 Attachment 3 Page 3 of 12 9.2 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 Steven and Diana Shefcheck, without any investigation or inquiry whatsoever. 9.3 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. 9.4 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. 10. PURCHASER'S REPRESENTATIONS. 10.1 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. 10.2 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, except as provided in section 11 Conditions to Closing. 10.3 No Litigation. Purchaser is not a party to any litigation or civil or criminal proceedings; no petitions in bankruptcy have been filed by or against Purchaser; and none of Purchaser's assets are currently subject to any insolvency, receivership, or foreclosure proceedings. 10.4 No Breach of Agreements. This Agreement does not breach or violate any term or provision of any other agreement or contract to which Purchaser is a party. 11. CONDITIONS TO CLOSING. 11.1 Purchaser's Conditions. Purchaser's obligation to close this transaction is subject to the satisfaction of each of the following conditions: (a) Approval by the Springfield Economic Development Agency Board; (b) Seller's Compliance. Seller's fulfillment of each of its obligations under this Agreement in all material respects; (c) Sellers Representations The continuing accuracy of all of Seller's warranties and representations in this Agreement in all material respects; (d) Clean Environmental Assessment or No Further Action Letter. Seller must provide Purchaser with a No Further Action letter issued by the Oregon Department of Environmental Quality regarding the Property, or provide Seller with a clean environmental assessment. "Clean environmental assessment" means either: (i) a Phase I environmental assessment of the Property prepared by an environmental consulting company specializing in environmental site assessments, which report does not recommend obtaining a Phase II assessment nor undertaking any remedial actions with respect to the Property, and further does PURCHASE AND SALE AGREEMENT (Shefcheck) - Page 4 Attachment 3 Page 4 of 12 not identify, indicate or suggest the presence of hazardous substance, waste, or material, other than the presence of lead paint or asbestos -containing materials on or within an Improvement; or (b) a Phase II (or limited Phase II) environmental assessment of the Property prepared by an environmental consulting company specializing in environmental site assessments, which report (whether issued before or after remediation) does not identify, indicate or suggest the presence on the Property of any hazardous substance, waste, or material. . 11.2 Seller's Conditions. Seller's obligation to close this transaction is subject to the satisfaction of each of the following conditions: (a) Purchaser's Compliance. Purchaser's fulfillment of each of its obligations under this Agreement. (b) Purchaser's Representations. The continuing accuracy of all of Purchaser's warranties and representations in this Agreement. 12. CLOSING. 12.1 Closing Date. This transaction will be closed on or before June 30, 2023, unless extended by mutual agreement of the parties in writing or as otherwise provided in this subsection. Each party may extend the Closing Date one time by up to 30 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. 12.2 Manner and Place of Closing. This transaction will be closed by the Escrow Agent in Springfield or 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. 12.3 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 and Seller will each pay one half of the escrow and closing fees charged by the Escrow Agent. 12.4 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 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 a Bill of Sale or other instrument conveying title to the Mobile Home to Purchaser. (c) Seller will provide Purchaser with the Certificate of Nonforeign Status as provided in IRC section 1445. PURCHASE AND SALE AGREEMENT (Shefcheck) - Page 5 Attachment 3 Page 5 of 12 (d) Seller will deliver the original copies of all current Leases and contracts relating to the Property that are in Seller's possession or control. (e) The Escrow Agent will calculate the prorations agreed to herein, and the parties will be charged and credited accordingly. (f) Any liens to be paid by Seller at closing will be paid and satisfied of record at Seller's expense. (g) Purchaser will pay the entire purchase price to Seller in cash, as adjusted for the charges and credits set forth in this Agreement. (h) The Escrow Agent will be committed to issuing the policy described in section 12.5 upon recordation of the closing documents. (i) Upon compliance with the parties' closing instructions, the Escrow Agent will record the deed to Purchaser and any other documents needed to complete the sale, at Purchaser's expense. 12.5 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. 12.6 Possession. Seller must deliver possession of the Property to Purchaser on the Closing Date. 12.7 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. Purchaser explicitly agrees that Seller may remove, prior to the closing date, residential fixtures and personal property located on the Property, including appliances, window coverings, faucets, and exterior building materials, provided that such removal is conducted in a reasonably prudent manner. 12.8 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. PURCHASE AND SALE AGREEMENT (Shefcheck) - Page 6 Attachment 3 Page 6 of 12 13. DEFAULTS AND FAILURE TO CLOSE. 13.3 Defaults. Except for 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. 13.4 Late Payments. Any debt due to either party by the other under this Agreement that is not paid when due will bear interest from its due date to and including the date of payment at the rate of 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. 13.5 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. 14. CONDUCT OF BUSINESS. 14.1 Leases. Between the Effective Date and the Closing Date, and without Purchaser's prior written consent, Seller may not enter into any leases of the Property, which includes but is not limited to any extensions, renewals, or assignments of existing leases, whether written or oral. 14.2 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. 14.3 Insurance. Seller agrees to continue to maintain its current casualty and liability insurance policies on the Property until the Closing Date. 14.4 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. 15. LEGAL RELATIONSHIPS. 15.1 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, PURCHASE AND SALE AGREEMENT (Shefcheck) - Page 7 Attachment 3 Page 7 of 12 admit any liability, or undertake any obligation on its behalf. Neither party is executing this Agreement on behalf of an undisclosed principal. 15.2 No Third Party Beneficiaries. No third party is intended to be benefitted or afforded any legal rights under or by virtue of this Agreement. 15.3 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. 15.4 Real Estate Brokers. Purchaser has employed a real estate broker, John Brown, to negotiate this transaction; however, neither Seller nor Purchaser is responsible for the payment of any real estate broker's commission for this transaction. 15.5 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. 15.6 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. Notwithstanding the foregoing, Purchaser is aware that Seller is considering performing an IRC Section 1031 tax-deferred exchange. Purchaser will reasonably cooperate with Seller in such an exchange and Seller agrees to hold Purchaser harmless from any and all claims, costs, liabilities, or delays in time resulting from an exchange. Purchaser agrees to an assignment of this Agreement to a qualified intermediary by the Seller. 16. GENERAL PROVISIONS. 16.1 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 PURCHASE AND SALE AGREEMENT FOR PROPERTY." Notices must be delivered, mailed, or sent by email to the following address and telephone numbers: Seller: Steven & Diana Shefcheck 90491 Mountain View Ln Leaburg, OR 97489 Email: Purchaser: Springfield Economic Development Agency (SEDA) Springfield City Attorney's Office 225 A Street Springfield, OR 97477 Attn: Kristina Kraaz PURCHASE AND SALE AGREEMENT (Shefcheck) - Page 8 Attachment 3 Page 8 of 12 Email: kskraaz@springfield-or.gov Either party may change its address for notices by at least 15 days' advance written notice to the other. 16.2 Time of Essence. Except as otherwise specifically provided in this Agreement, time is of the essence of each and every provision of this Agreement. 16.3 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. 16.4 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. 16.5 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. 16.6 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. 16.7 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. 16.8 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. 16.9 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. 16.10 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. 16.11 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. 16.12 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. 16.13 No Recording. Neither this Agreement nor any memorandum or short form thereof may be recorded. 16.14 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. PURCHASE AND SALE AGREEMENT (Shefcheck) - Page 9 Attachment 3 Page 9 of 12 16.15 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. 16.16 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: Steven & Diana Shefcheck Living Trust Steven Shefcheck, Trustee Date Executed: Diana Shefcheck, Trustee Date Executed: PURCHASER: Springfield Economic Development Agency By: Its: Date Executed: PURCHASE AND SALE AGREEMENT (Shefcheck) - Page 10 Attachment 3 Page 10 of 12 EXHIBIT A LEGAL DESCRIPTION The following parcel of land, all in Lane County, Oregon: Beginning at a point 58 feet West and 433.5 feet North of the Northwest corner of the DANIEL McVEY DONATION LAND CLAIM No. 82, Notification No. 3283, in Township 17 South, Range 3 West of the Willamette Meridian; running thence East 128 feet; then North 60 feet; thence West 128 feet; then South 60 feet to the place of beginning. Attachment 3 Page 11 of 12 EXHIBIT B STATUTORY WARRANTY DEED After Recording Return To: City of Springfield 225 Fifth Street Springfield, OR 97477 Until Requested otherwise, send all tax statements to: Springfield Economic Development Agency 225 Fifth Street OR 97477 WARRANTY DEED — STATUTORY FORM Steven and Diana Shefcheck as trustees of the Steven and Diana Shefcheck Living Trust, Grantor, conveys and warrants to Springfield Economic Development Agency, Grantee, the following described real property situated in Lane County, Oregon, free of encumbrances except as specifically set forth herein: Beginning at a point 58 feet West and 433.5 feet North of the Northwest corner of the DANIEL McVEY DONATION LAND CLAIM No. 82, Notification No. 3283, in Township 17 South, Range 3 West of the Willamette Meridian; running thence East 128 feet; then North 60 feet; thence West 128 feet; then South 60 feet to the place of beginning. The true consideration of this conveyance is $275,000. 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 , 20 GRANTOR: Steven Shefcheck, Trustee Diana Shefcheck, Trustee STATE OF OREGON ) ) ss. County of Lane ) This instrument was acknowledged before me on , 2022, by Steven Shefcheck Trustee, and Diana Shefcheck, Trustee, of the Steven and Diana Shefcheck Living Trust. Notary Public for Oregon Attachment 3 Page 12 of 12