The URL can be used to link to this page

Home My WebLink About2008-025 Agreement - Brammo Motorsports RECORDING COVER SHEET PER ORS 205.234 Jackson County Official Records 2008-012413 R-A Cnt=1 Stn=4 SHAWBJ 04/02/200802:25:41 PM $30.00 $5.00 $5.00 $11.00 Total:S51.00 111111 III" I1III 111111111 01316263200800124130060068 THIS COVER SHEET HAS BEEN PREPARED BY THE PERSON PRESENTING THE ATTACHED INSTRUMENT FOR RECORDING. ANY ERRORS IN THIS COVER SHEET OOES NOT AFFECT THE TRANSACTION(S) CONTAINED IN THE INSTRUMENT ITSELF. I, Christine Walker, County Clerk for Jackson County, Oregon, certify that the instrument Identified herein was recorded In the Clerk records, Christine Walker - County Clerk AFTER RECORDING RETURN TO: name and address of the person authorized to receive the in_ment after recanling. as required by ORS 205.1'4) M~~~ ~~~ C/pc9(j ,. NAMES OF THE TRANSACTlON(SI, described in the attached instrument and required by ORS 20S.234(A) NOTE: Transaction as defined by ORS 205.010 "means any action required or permitted by state law or rule federal Jaw or regulation to be recorded including, but not limited to, any transfer, encumbrance or release affecting UUe to or an Interest in real property". ~(/cr -Se('. ~d 2. Grantor(s) as described in ORS 205.160. (V&u6 ~~2!/#?_ 3. Grantee(s) as described in ORS 205.160. er~~*~ 4. TRUE AND ACTUAL CONSIDERA nON PAID for Instruments conveying or contnctlng to convey ree Utle to any real estate and all memor.anda of such Instruments, reference ORS 93.030. . 5. UNTIL A CHANGE IS REQUESTED, All TAX STATEMENTS SHALL BE SENT TO THE FOLLOWING ADDRESS: ror instruments Clmveying or contr.ldlng to convey r.. title to any rul estate I'Ifllf1!l1C8 ORS 93.260. ... ... , .., '," .," DEVELOPMENT AND SECURITY AGREEMENT BETWEEN: THE CITY OF ASHLAND, an Oregon Municipal Corporation, hereinafter referred to as "City" AND: CRAIG BRAMSCHER, an individual and BRAMMO MOTORSPORTS, LLC, an Oregon limited liability company, collectively hereinafter referred to as "Developer" DATED: THIS ~ Day of JGV ,2007. PREMISES: I. Developer has annexed the property more particularly described in attached Exhibit A and hereinafter referred to as the. "Property." 2. As a condition of annexation, Jefferson Street will have to be improved to City street standards which includes but is not limited to: base, paving, curb, gutter, sidewalk and storm drain, hereinafter referred to as "Required Public Improvements. " 3. Developer is responsible for the total cost of all improvements included in the construction of the continuation of the Jefferson Street Extension. 4. Developer's proposal is expected to result in the creation of 134 new family wage jobs. 5. City, in recognition of the benefit to City from the job creation, has applied for and received tentative approval from the Oregon Economic Development Department for $400,000 in a grant (the "Development Grant") and $500,000 in low interest economic development loans (the "Development Loans") to assist developer with the costs of installing the Required Public Improvements. 6. Developer must provide adequate assurances to City for completion of the project, the resulting creation of jobs and repayment of the economic development loan proceeds and in the event of default, the grant funds. Now Therefore, the Parties Agree as follows: I. The premises are deemed true and are herein incorporated by reference. 2. Developer will: a. Subject to final approval of the Development Grant and the Development Loans, take all necessary steps to annex the Property to the City of Ashland. b. Subject to final approval of the Development Grant and the Development Loans and except as may be funded by grants received from Oregon Economic Development, make all Required Public Improvements at Developer's cost. c. No later than January 19, 2007, provide City a copy of a real property appraisal for the property. d. No later than January 19,2007, provide City with a copy of the business plan and corporate financial reports for Brammo Motorsports, LLC, which the City agrees to keep confidential. e. No later than, January 19,2007, provide City with a copy of Craig Bramscher's personal financial reports, which the City agrees to keep confidential. f. Prior to City's acceptance of grant funds, provide City with a copy of a level one environmental assessment of the property. g. No later than, January 19, 2007, execute a promissory note and trust deed, in substantially similar form to those attached hereto as Exhibit B, to secure repayment of all loan proceeds and to secure any potential default of conditions placed on any Oregon Economic Development Grants. h. No later than, January 19,2007, provide the City with a guarantee from Craig Bramscher, personally, in substantially similar form to that attached hereto as Exhibit C, for responsibility to repay all amounts owed by the City for loan repayment or repayment prompted by any default in the grant requirements. 3. City will: a. Process the annexation request. b. No later than fifteen days following Developer's compliance with paragraphs c, d, e, g and h of section 2 of this agreement, execute the necessary documents to receive the low interest loans and/or grants offered through the Oregon Economic and Community Development Department. c. Receive and pass through the funds received from the Oregon Economic and Community Development Department. 4. Miscellaneous a. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the respective personal representatives, heirs, successors, and assigns of the parties. b. Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Oregon. c. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument, provided, however, in no event shall this Agreement be effective unless and until signed by the parties hereto. d. Run with the Land. This agreement is an instrument affecting the title and possession of the real property described above, more particularly described in attached Exhibit "A", herein incorporated by reference. Subject to final approval of the Development Grant and the Development Loans, the terms and conditions herein imposed shall run with the land and shall be binding upon and inure to the benefit of the successors in interest of Developer. Subject to final approval of the Development Grant and the Development Loans, upon any sale or division of The Property, the terms of this agreement shall apply separately to each parcel and the owner of each parcel shall succeed to the obligations imposed on Developer by this agreement. e. Recording. Developer shall, pursuant to ORS 94.528, be responsible for preparing and recording a memorandum of this Agreement in the official Real Property Records for Jackson County, Oregon, within 15 days after the date of this Agreement. e. Recording. Developer shall, pursuant to ORS 94.528, be responsible for preparing and recording a memorandum of this Agreement in the official Real Property Records for Jackson County, Oregon, within 15 days after the date of this Agreement. Upon performance by Developer of all of its obligations under this Agreement, City will execute an instrument in recordable form as may be reasonably requested by Develope~ to evidence such performance. f. Effective Date. For all purposes of this Agreement, the "Effective Date" or "Date" of this Agreement shall be the date on which the last party to execute this Agreement so executes it and a fully executed copy, or a fully executed counterpart original, is received by the other party in the manner set forth herein. g. Exhibits. Each and all of the exhibits attached hereto are hereby incorporated into this Agreement by reference. h. Attorneys' Fees. If either party to this Agreement commences an action, suit or other proceeding against the other party hereto to enforce any of the terms of this Agreement or because of the breach by a party of, or any dispute concerning, any of the terms hereof, the losing or defaulting party shall pay to the prevailing party (as determined by the court, agency or other authority before which such litigation is heard) reasonable attorneys' fees, expenses and costs of investigation as actually incurred. 1. Severability. If any term, provision or condition contained in this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement or the application of such term, provision or condition to persons or circumstances other than those with respect to which it is invalid or unenforceable, shall not be effected thereby, and each and every other term, provision and condition of this Agreement shall be valid and enforceable to the fullest extent possible permitted by law. J. Entire Agreement. This Agreement and the exhibits attached hereto contain the entire agreement between the parties relating to the reservation of future public roads, rights-of-way, and all prior negotiations between the parties are merged in this Agreement and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, between them other than as herein set forth. No change or modification of this agreement shall be valid unless the same is in writing and signed by the parties hereto. No waiver of any of the provisions of this Agreement and other agreements referred to herein shall be valid unless in writing and signed by the party against whom it is sought to be enforced. k. Authority. The parties agree that the signatures of each below have full authority to sign this Agreement and their signature shall bind the respective parties to this Agreement. IN WITNESS WHEREOF, Developer has caused this Agreement to be executed as of the day and year firs above written. BRAMMO MOTORSPORTS, LLC ~~s"w;- ~ (Name) (Title) ACCEPTED THIS 11- day of \illJ . 20($. by the City of Ashland. CI OF ASHLAND, OREGON ~ ~ Barbara Christensen, City Recorder BXHIBZT A A parcel of land situated in the Northeast Quarter of Section 14, Township 39 South, Range 1 East, of the Willamette Meridian in Jackson County, Oregon, being more fully described as follows: Commencing at the northeast corner of the Southwest Quarter of the Northeast Quarter of Section 14, Township 39 South, Range 1 East, of the Willamette Meridian in Jackson County, Oregon; thence South 89045'16" West (deed record West), along the northerly boundary of that parcel set forth in Volume 309, page 375, and Volume 335, page 321, Jackson County, Oregon, Deed Records, 126.28 feet to a 5/8" x 30" iron pin situated in the southwesterly right of way of Interstate Highway No.5, for the True Point of Beginning; thence continuing South 89045'16" West (deed record West), along said parcel set forth in Volume 335, page 321, said Deed Records, 311.72 feet to a 5/8" x 30" pin situated at the northwest corner thereof; thence South 0002'16" West (deed record South, and South 0017' West), along the westerly boundary line of those parcels set forth in Volume 309, page 375, and Volume 335, page 321, and Volume 439, page 482, said Deed Records, 692.15 feet to a 5/8" x 30" iron pin situated in the northeasterly right of way of the Southern Pacif~c Railroad, as claimed by said railroad; thence continuing South 0002'16" West (deed record South, and South 0017' West), 66.42 feet, to a point in the northeasterly right of way of the Southern Pacific Railroad, as set forth in Volume 245, page 480, and Volume 439, page 482, said Deed Records; thence along the deed record location of said railroad, the following courses: Along the arc of a 2914.934 foot radius curve to the left, the radial bearings "in and out" are South 41038'15" West and North 35042'56" East (the central angle is 05055'19"), 301.28 feet, to a point of spiral curvature; thence along the arc of a spiral curve to the left (the long chord bears North 54052'59" West, 90.79 feet), to a point of tangency; thence North 5501'04" West 601.29 feet; thence leaving said deed record location of said railroad right of way, North 60002'33" East, 55.27 feet, to a 5/8" x 30" iron pin situated in the northeasterly right of way of the Southern Pacific Railroad, as claimed by said railroad; thence leaving said right of way North 60002'33" East, 298.64 feet, to a 5/8" x 30" iron pin; thence East 159.24 feet, to a 5/8' x 30" iron pin; thence North 06050'20" East, 42.30 feet, to a 5/8" x 30" iron pin, situated at the southwest corner of that parcel set forth in No. 75-14182 of the Official Records of Jackson County, Oregon; thence East, along the southerly boundary of the last referred to parcel, 622.96 feet to a 5/8" x 30" iron pin situated in the southwesterly right of way of Interstate Highway No.5; thence South 26041'00" East, along said interstate highway right of way, 47.61 feet, to the True Point of Beginning. EXCEPTING THEREFROM any portion of the herein above parcel that may be situated within the right of way of the Southern Pacific Railroad. (Code 5-08, Account #1-062312-0, Map #391E14A, Tax Lot #1104)