HomeMy WebLinkAboutAgreement APPLICANT 4/3/2009
ESCROW AGREEMENT
This agreement is made on March 13 , 2009 between Union Bank of California, Seattle
Branch, Trustee, a national bank referred to as "Trustee," PeaceHealth d.b.a. Sacred Heart, .
. Peace Harbor, PHMG referred to as "PeaceHealth," and the City of Springfielo, Oregon, a
municipal corporation. organized and existing under the laws of the State of Oregon referred
. to as "City:". .
RECITALS
. A, Pursuant to the Subdivision .Notice of Decision (SUB2006"00044) Condition #9
dated September 7; 2006 (the "Approval"), PeaceHealth.was required dedicate on the final.
. subdivision plat "right of. way for Loop Road from Baldy View Lime across Lot 8 to the
property line between Lot 8 and Lot9. The right of way dedication shall be 50 feet wide,"
. An existing dlNelling (addressed at 260/270 Hosanna Lane, Springfield, Oregon 97477; and
on Lane County Assessor's Map FC03"23-22, Tax Lot 400) encroaches into the dedicated but
unimproved right-of-way, and willbe removed prior to construction of the Loop Road. The
estimated cost for demolition of the structure, decommissioning and removal of associated
underground utilities and septic facilities, abatement.and removal of any hazardous materials,.
and removal of the dwelling and all. associated improvements and appurtenances (the
"Removal") is $19,500.00. The purpose of this Agreement is to establish a mechanism to
provide security for PeaceHealth's performance of the foregoing obligation and in the event
that PeaceHealth fails to perform on the Removal.
. .
. B. The City and PeaceHealth have determined thatPeaceHealth may substitute
security that is satisfactory to the City for performance of PeaceHealth's obligation. .
C. PeaceHealth arid City have agreed that 110% of the estimated costfor the
Removal, or $21,450.00 may be held by the Trustee pursUant to the terms. of this
agreement, in lieu of immediate performance. . ..
D.. In consideration of the matters described above, the mutual covenants
contained in this document, and other good and valuable c;onsideration, the receipt and.
sUfficiency of which: are acknowledged here; Trustee, PeaceHealth and City agree as follows:
AGREEMENT
1. Aareement. PeaceHealth assigns the right to the City, at its discretion, to direct the
. Trustee to payor transfer funds o~ securities held by Trustee in an amount not to exceed
$21,450.00 in account number 41134414-01 as provided i[l Section 2.3 below. All earhings
on said funds shall accrue to PeaceHealth. ...
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2. Trustee's ObliGations.
2.1 Trustee represents and agrees that there are funds in excess of $21,450.00 in
that account and that $21,450.90 shall remain unencumbered in the account during
the term,of this agreement. '
2.2 It is understood that the Trustee will hold,such funds in the amount of
$21,450.00 until an 9uthorization or direction for payment is received from the City.
T~ustee certifies and agrees that these funds will not be released without written
instruction from the City. '
2.3 Trustee further agrees that $21,450.00 shall be paid to the City within ten (10)
days of receiving written notice from the City, executed by the City Manager or
designate, and accompanied by appropriate written documentation, certifying that
this funding is needed for activities proposed arid approved consistent with the
Approvals because PeaceHealth has failed to perform the Removal as required above
and in compliance With the Approvals, it being understood that such certification shall
not determine whether PeaceHealth has in fact so complied. The Trustee shall have,
no duty or right to evaluate the correctness or appropriateness of any notice or
determination by the City, and shall not interplead or, in any manner, delay payment
of said funds to the City.
2.4 The notice described in Section 2.3 shall not impair any of PeaceHealth's rights
in connection with the Approvals, it being understood that the TrUstee's,obligations to
the City under this Agreement are intended to be independent thereof, and that the
Approvals shall govern the relationship betweenPeaceHealth and the City.
3. Irrevocable. Both the Trustee and PeaceHealth agree that this assignment is
irrevocable and cannot be cancelled, except by the City. Notwithstanding the preceding
sentence, upon acceptable performance of the Removal activities described above by ,
PeaceHealth, and acceptance by CitY, or upon payment to the City of $21,450.00 pursuant to
Section 2.3 or Section 4, as the case may be, this Agreement shall terminate and the
obligation of PeaceHealth to make a $21,450.00 payment to the City as described ,in Recital A
shall be deemed fullysatisfied. '
'4. Notice. The City agrees that prior to requesting the funds from the Trustee, it will
provide PeaceHealth 15 calendar days notice. In addition to the'notice, City shall provide
documentation showing the approval and award of a construction contract. The'purpose of
, this notice is to provide PeaceHealth an opportunity to pay the $21,450.00:
5. Entire Aareement. This agreement shall constitute the entire agreement between the
parties concerning the funds. Any prior understanding or representation of any kind
preceding the date of this' agreement shall not be binding upon either party except to the
. extent incorporate.d in this agreement.
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6. ' Governina Law. It is agreed that this agreement shall be governed by, construed, and
enforced in accordance with the laws of the State of Oregon.
7. Time, of Essence. Time is of the essence of this agreement.
8. Effect of Partial Invaliditv. The invalidity of anyport'ion of this agreementshall not be
deemed to affect the validity of any other provision. In the event that any provision of this
agreement is held to be invalid, the parties agree that the remaining provisions shall be
deemed to be in full force and effect as if they had been executed by both parties
subsequent to the expungement of the invalid provision.
9. Notices. Any notice provided for or concerning this agreement shall be in writing and
shall be deemed sufficiently given when sent by certified or registered mail if sent to the
respective address of each party as set forth below this agreement.
Union Bank of California, Trustee:
/,
By:::::;:,;o~""f.., is ;:"-c)~Dated: . 3/;; ,,10"7
,..
Its: Vice President
Address: 900, 4th Ave., Suite 1200, Seattle, WA 98164
PeaceHealth d.b.a. Sacred Heart, Peace Harbor, PHMG
By: ~//~ated: 1-/7-.)LoC;
. / Roshan P. Parikh
Its: Svstem Treasurv Director _
Address: 14432 SE Eastgate Way, Bellevue, WA 98007
City ofMin~ld, an Oregon municipal corporation
By: % X:J.), Dated: Jpof,
Gino Grimaldi
Its: Citv Manaaer
Address: 225 Fifth Street, Springfield, OR 97477
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OH'lGE CF Gf; '{ l\l TORNEY
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DatEO Received: ~1I,XJO?
Planner: AL