HomeMy WebLinkAboutResolution 02-12 02/19/2002
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RESOLUTION NO.
02-12
A RESOLUTION AUTHORIZING THE EXERCISE OF THE
OPTION AGREEMENT AND AGREEMENT OF PURCHASE AND SALE
FOR ISLAND PARK PROPERTY DATED NOVEMBER 3, 2000,
THE ACQUISITION OF THE ISLAND PARK PROPERTY AND
THE SUBSEQUENT SIMULTANEOUS SALE
OF THE ISLAND PARK PROPERTY
TO CAROLYN S. CHAMBERS,
TRUSTEE OF THE CAROLYN S. CHAMBERS TRUST.
WHEREAS, the City of Springfield has an Option under an existing
Option Agreement and Agreement of Purchase and Sale dated
November 3, 2000 to purchase certain property for the sum of
$2,605,450; and
WHEREAS, the City of Springfield has received an offer
contingent upon the City's exercise of that Option to purchase
the Island Park Property from Carolyn S. Chambers, Trustee of
the Carolyn S. Chambers Trust; and
WHEREAS, upon acquisition of the Island Park Property as
described in the existing Option Agreement and Agreement of
Purchase and Sale the Real Property is not needed by the City of
Springfield except as specified herein; and
WHEREAS, the acquisition and subsequent sale of the property
upon the terms and conditions hereinafter stated will; provide
recovery to the City of Springfield of the $39,100 in Option
payments and present the City of Springfield with an Owner who
will own and develop property in conjunction with neighboring
and abutting parcels more particularly described as follows:
Map and Tax Lot Identification No. 17-03-35-32, Tax Lots 3500,
3801, 4000 and 4100; and
WHEREAS, the ownership of the property and the other property by
one owner provides the opportunities: for a unified development
approach to the property, to improve accessibility and enhance
the use of Island Park, to explore the siting of facilities and
business which may be of a regional nature, to continue to
foster and stimulate an economic resurgence for the Springfield
Downtown in conjunction with the city of Springfield Springfield
Chamber of Commerce, the Springfield Renaissance Development
Corporation and the Metropolitan Partnership.
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NOW THEREFORE, the City Manager is authorized to continue to
sell the Island Park Property upon the following terms and
conditions:
1. The purchase from Island Park Partners and the sale to
Carolyn S. Chambers, Trustee of the Carolyn S. Chambers
Trust under agreement dated 12/2/1980 as amended and
restated, would occur simultaneously. The funds for the
purchase of the property from Island Park Partners would in
fact be generated by the sale to Carolyn S. Chambers,
Trustee of the Carolyn S. Chambers Trust. City would not
give notice of the execution of the Option until such time
as City had signed an Agreement of Purchase and Sale with
Carolyn S. Chambers, Trustee of the Carolyn S. Chambers
Trust.
2. The Agreement of Sale to Chambers will contain the
following provisions:
A. The Agreement of Purchase and Sale with Chambers shall be
contingent upon the exercise of the Option and the Purchase
of property under the November 3, 2000 Agreement.
B.
Buyer shall indemnify and hold harmless Seller with respect
to any environmental issue on the real property; and
C. Buyer shall work in good faith with Seller for a unified
development approach to the property; and
D. Buyer shall work in good faith with the Seller to consider
uses which provide accessibility to and enhance the use of
Island Park; and
E. Buyer shall work in good faith in concert with the
Willamalane Park District regarding accessibility and
complementary use to Island Park; and
F. Buyer shall work in good faith with the Seller exploring
the siting of facilities and businesses which may be of a
regional nature; and
G. Buyer shall work in good faith with the Seller exploring
the siting of facilities and businesses which will continue
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to foster and stimulate an economic resurgence for the
Springfield Downtown; and
H. Buyer shall work in good faith with the Seller to foster
and stimulate an economic resurgence of the Springfield
Downtown. It is understood that Seller may involve other
business development entities, including but not limited to
the Springfield Renaissance Development Corporation, the
Springfield Chamber of Commerce and the Metropolitan
Partnership; and
I. Buyer shall work in good faith to coordinate and develop
the property in concert with Buyer's other properties, Map
and Tax Lot Identification No. 17-03-35-32, Tax Lots 3500,
3801, 4000 and 4100, abutting and neighboring the real
property; and
J.
Buyer shall negotiate in good faith with the General
Services Administration regarding the siting of the Federal
Courthouse in the event that the City of Eugene courthouse
facility site does not become available within the timeline
set by General Services Administration and the Buyer has
not committed the property for some other use envisioned by
this Agreement; and
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K. Notwithstanding the good faith efforts described above, in
the event the property is sold to an unaffiliated third
party by the Buyer at any time within two years from the
date of closing, the city of Springfield will share one-
half of the excess net profit realized over the $2,644,550
purchase price as set forth in Section 1 of this agreement
plus the Buyer's cost of closing this transaction and the
Buyer's cost of capital improvements, if any. Provided any
sale which is consistent with the unified development
approach and which is reasonably acceptable by the City
shall be exempt from the provisions of this paragraph.
3. In addition to the sale of the property to Chambers other
considerations the City will provide include:
A.
In the event that Buyer submits a development proposal for
a unified development approach to the Real Property and
including Buyer's neighboring and adjacent parcels (Map and
Tax Lot Identification No. 17-03-35-32, Tax Lots 3500,
3801, 4000 and 4100) Seller agrees to negotiate in good
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faith for the vacation of A Street between Mill Street and
Island Park at no cost to Buyer. If vacation is agreed
upon, Seller agrees to make all reasonable efforts for the
purpose of vacation of A Street between Mill Street and
Island Park and shall bear all costs of the vacation
process.
B.
Undertake and complete its obligations under section 30 of
the Option Agreement and Agreement of Purchase and Sale
described in Recital 1 by the vacation of Water Street or
the providing of Owner with a fifty-year Use Agreement for
the parking on the eastern half of Water Street.
C.
Seller agrees upon the request of Buyer it shall exercise
rights and pursue remedies available to Seller against the
Owner under the Option Agreement. In the event that Seller
exercises such rights or pursues such remedies, any and all
damages received by Seller, less actual costs incurred by
Seller, shall be paid over to Buyer.
4.
To affect the intent of this Agreement the City may,
alternatively to the acquisition and sale of the real
property, assign its interest in the option to Carolyn S.
Chambers, Trustee of the Carolyn S. Chambers Trust either
before or after exercising the Option. In the event of
such assignment the conditions of sale as set out in this
Resolution shall be set out as conditions of any such
assignment.
Adopted by the Common Council this 19th day of
2002 by a vote of 6 for and 0 against.
date of this Resolution is February 19, 2002.
February
The effective
Approved by the Mayor of the City of
of February , 2002.
day
ATTE~~
City Recorder
REVIEWED & APPROVED
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OFFICE OF CITY ATTORNEY
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