Loading...
HomeMy WebLinkAboutResolution 02-12 02/19/2002 . . . ~ I 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. RESOLUTION Page -1- . . . ! 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 RESOLUTION Page -2- : . 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 . 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 RESOLUTION Page -3- . . . . ,. 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 ~::.-= ->"L OFFICE OF CITY ATTORNEY RESOLUTION Page -4-