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Home My WebLink About2015-035 Sale Agrmt - HAJC - 380 Clay St DATE: SELLER: City of Ashland 20 E Main Street Ashland, OR 97520 BUYER: Housing Authority of Jackson County 2251 Table Rock Road Medford, OR 97501 SALE AGREEMENT AND RECEIPT FOR PURCHASE MONEY Recital Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, certain real property, with all improvements located on it, commonly known as 380 Clay Street, Ashland, Oregon, Jackson County, Oregon, having the following legal description (the "Property"): Parcel 2, of Partition Plat No. P-29-2013 of the records of Partition Plats on Jackson County, Oregon, Index 24, Page 29. County Surveyor File No. 21358. Agreement Now, therefore, for valuable consideration, the parties agree as follows: 1. Sale and Purchase. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property on the terms and conditions set forth in this Agreement. 2. Purchase Price. The purchase price for the Property is $325,000. 3. Payment of Purchase Price. The purchase price is payable as follows: 3.1 Payment will be in full upon the Closing Date. 4. Closing. This transaction shall close on or before the date that is 30 business days following the expiration of the Inspection Period and corrections of any deficiencies defined under Section b. (The date on which the transaction closes is referred to herein as the "Closing Date.") Buyer will provide Seller with written notice of the Closing Date at least five business days before that date. 5. Representations and Seller's Warranties. 5.1 Within 10 days after full execution of this Agreement, Seller will furnish to Buyer a preliminary title report showing the condition of title to the Property, together with copies of all exceptions listed therein (the "Title Report"). Buyer will have 10 days fiom receipt of the Title Report to review the Title Report and to notify Seller, in writing, of Buyer's disapproval of any special exceptions shown in the Title Report. Those exceptions Buyer does not object to are referred to below as the "Permitted Exceptions." Zoning ordinances, building restrictions, taxes that are not yet paid for the current tax year, and reservations in federal patents and state deeds will be deemed Permitted Exceptions. If Buyer notifies Seller in writing of disapproval of any exceptions, Seller will have 15 days after receiving the disapproval notice to either remove the exceptions or provide Buyer with reasonable assurances of the manner in which the exceptions will be removed before the transaction closes (the "Seller Assurance Period"). If Seller does not remove the exceptions or provide Buyer with such assurances, Buyer may terminate this Agreement by written notice to Seller given within 15 days after expiration of the Seller Assurance Period, in which event the purchase money will be refunded to Buyer and, when applicable, this Agreement will be of no further binding effect. 5.2 Seller represents and warrants to the best of Seller's ability that all known wetland issues associated with the property have been disclosed to the Buyer. 5.3 Seller hereby represents and warrants to the best of Seller's ability that all known environmental concerns, property contamination, landfills, dump sites, or storage of hazardous substances on the Property have been disclosed to Buyer. 5.4 Seller will allow Buyer and its agents' access to the Property to conduct any and all due diligence surveys, studies and reports. If Buyer, however, wishes to conduct any invasive testing on any portion of the Property, or any sampling of soils or other elements of the Property for any purposes, advance consent from Seller will first be sought. 6. Closing Conditions Inspection Period 6.1 Buyer's obligation to purchase the Property is subject to satisfaction of each of the following conditions before the Closing Date: 6.1.1 That a physical inspection and study of the condition of the Property acceptable to the Buyer have been completed and the results have been approved by Buyer, which approval shall not be unreasonably withheld; 6.1.2 That an environmental review procured and paid for by Buyer has been completed and the results have been approved by Buyer, which approval shall not be unreasonably withheld; 6.1.3 That the Property has been appraised at or above the sales price by a licensed appraiser in the State of Oregon selected and paid by Buyer; 6.1.4 That the purchase has been approved by the Board of Commissioners of the Housing Authority; 6.1.5 That the City of Ashland has verified to the reasonable satisfaction of Buyer that the 'Property's zoning is high density multi-family residential; 6.1.6 That the City of Ashland has verified to the reasonable satisfaction of Buyer that municipal services including water, sanitary sewer, storm sewer, electric, trash, cable, and phone are available to the Property. 6.1.7 That a boundary and easement survey procured and paid for by Buyer has been completed and has been approved by Buyer, which approval shall not be unreasonably withheld; 6.1.8 That a preliminary title report procured and paid for by Seller has been completed and has been approved by Buyer, which approval shall not be unreasonably withheld (see §§5.1); and 6.1.9 That the City of Ashland Community Development Department has approved a permit to remove an Eastern Cottonwood tree located on the Property. 6.1.9.1 If necessary, Buyer will reasonably support this application to permit removal of the tree. 6.2 Completion of Sections 6. 1.1 through 6.19 is designated as the Inspection Period. Upon expiration of the Inspection Period, Buyer must notify Seller in writing of any deficiencies in the Closing Conditions set forth in Section 6.1 above. Seller will have 45 days after receiving such notice to correct those deficiencies over which it reasonably has control. If Seller does not correct the deficiencies to the reasonable satisfaction of Buyer before the expiration of the 45 day period (such approval shall not be unreasonably withheld), Buyer may terminate this Agreement by written notice to Seller, in which event the purchase payment must be refunded to Buyer. If Buyer fails to give any such notices of termination withinl0 days after the 45 day period, all Closing Conditions will be deemed to have been waived. 7. Marketable Title; Deed. On the Closing Date, unless agreed otherwise herein, Seller will convey marketable title to the Property by statutory warranty deed, flee and clear of all liens of record, excepting property taxes that are not yet payable, zoning ordinances, building and use restrictions, reservations in federal patents, and the Permitted Exceptions. 8. Title Insurance. Within 15 days after closing, Seller will fm-nish Buyer with an American Land Title Association owner's policy of title insurance in the amount of the purchase price, insuring Buyer as the owner of the Property subject only to the usual printed exceptions and the Permitted Exceptions. 9. Taxes; Prorates. Real property taxes for the current tax year, insurance premiums (if Buyer assumes the existing policy), and other usual items will be prorated as of the Closing Date. 10. Possession. Buyer will be entitled to possession immediately on closing. , 11. Property Included. [Not Applicable] if 12. Personal Property. [Not Applicable] 13. Representations. Subject to Seller's written representations contained herein, and any statutory property disclosures given as part of this transaction, Buyer acknowledges that Buyer has accepted and executed this Agreement on the basis of Buyer's own examination and personal knowledge of the Property; that Seller and Seller's agents have made no representations, warranties, or other agreements concerning matters relating to the Property; that Seller and Seller's agents have made no agreement or promise to alter, repair, or improve the Property; and that Buyer takes the Property in its present condition "AS IS." 14. Binding Effect/Assignment Restricted. This Agreement is binding on and will inure to the benefit of Seller, Buyer, and their respective heirs, legal representatives, successors, and assigns. Nevertheless, Buyer will not assign its rights under this Agreement without Seller's prior written consent, which may not be unreasonably withheld by Seller. 15. Remedies. All remedies of law and equity will be available to the parties if either fails to perform its obligations under this agreement by or on the Closing Date or otherwise fails or refuses to close this transaction, through no fault of the other party. 16. Attorney Fees. If an action is instituted to enforce or interpret any term of this Agreement, the prevailing party will recover from the losing party reasonable attorney fees incurred in the action as set by the trial court or arbitrators, as the case may be, and, in the event of appeal, as set by the appellate courts. 17. Notices. All notices and communications in connection with this Agreement must be given in writing and will be transmitted by certified or registered mail, return receipt requested, to the appropriate party at the address first set forth above. Any notice so transmitted will be deemed effective on the date it is placed in the United States mail, postage prepaid. Either party may, by written notice, designate a different address for purposes of this Agreement. 18. Entire Agreement. This Agreement sets forth the entire understanding of the parties with respect to the purchase and sale of the Property. This Agreement supersedes any and all prior negotiations, discussions, agreements, and understandings between the parties. This Agreement may not be modified or amended except by a written agreement executed by both parties. 19. Applicable Law. This Agreement will be construed, applied, and enforced in accordance with the laws of the state of Oregon. 20. Acceptance. This Agreement will be null and void unless accepted by Seller, by Seller's execution of it, on or before AQ,: /,yo, 20/6- 21. Statutory Warning. THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS THAT, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND THAT LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930, IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301, AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO VERIFY THE EXISTENCE OF FIRE PROTECTION FOR STRUCTURES AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300, 195.301, AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007. THE PROPERTY DESCRIBED IN THIS INSTRUMENT IS SUBJECT TO SPECIAL ASSESSMENT UNDER ORS 358.505. ORS 358.515 REQUIRES NOTIFICATION TO THE STATE HISTORIC PRESERVATION OFFICER OF SALE OR TRANSFER OF THIS PROPERTY. SELLER: BUYER: CITY OF ASHLANIP HOUSING AUTHORITY OF ` JACKSON COUNTY Z;7 Dave Kanner 1 By: City Administrator Title: Dated: 7> Dated: Approved as to form: , David Lohman; OSB#814841 City Attorney