HomeMy WebLinkAboutAgreement PLANNER 3/10/2009
~'t~
DRAFT
ESCROW AGREEMENT
This agreement is made on March, '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 Springfield,
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 Lane across Lot 8
to the property line between Lot 8 and Lot 9. The right of way dedication shall be 50
feet wide." An existing dwelling (addressed at 260/270 Hosanna Lane; Springfield,
Oregon 97477; and on Lane County Assessor's Map 17"03-23-22, Tax Lot 400) intrudes,
into the dedicated but unimproved right-of-way, and will be 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.
, 1
i!J'(,ytJo..J..e,A .
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 and City have agreed that PO% of the estimated cost for
the Removal, or $21,450.00 may be held by the Trustee pursuant to the terms of this
agreemerit, 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 consideration, 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 or securities held by Trustee in an amount not to
Page 1 - ESCROW AGREEMENT
SEA_DOCS:761934.1
Date Received: ~/;;b"t>f
Planner: AL
DRAFT
. '
exceed $21,450.00 in account number 41134414-01 as provided in Section 2.3 below.
All earnings, on said funds shall accrue to PeaceHealth.
2. Trustee's Obliaations.
2.1 Trustee represents and agrees that there are funds in excess of
'$21,450.00,in that account and that $21,450.00 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 authorization or direction for payment is received from the
City. Trustee 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
d~s'q",o-tQ (10) day,S of receiving written notice from the City, executed by t:he City Manager
c:f I J ----?, and accompanied by appropriate written documentation, certifying that/this
funding is needed for activities proposed and 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 between
PeaceHealth 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 fully satisfied.
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
Page 2 - ESCROW AGREEMENT
SEA DOCS:761934.1
Dat~ i:teceived: ~f~/.).o""
Planner: AL
,
DRAFT
$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 incorporated in this agreement.
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 any portion of this agreement shall
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:
Dated:
ItS: Vice President
Address: 900 4th Ave., Suite 1200, Seattle, WA98164
PeaceHealth d.b.a. Sacred Heart, Peace Harbor, PHMG
By: Dated:
Roshan P. Parikh
Its: Svstem Treasurv Director
~ddress: 14432 SE Eastgate Way, Bellevue, WA 98007
City of Springfield, an Oregon municipal corporation
By:
Dated:
Its:
Address:
Page 3 - ESCROW AGREEMENT
SEA DOCS:761934.1
Dat\;; i"0ceived" fo/doO?
Planner: AL I