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HomeMy WebLinkAbout1994-019 Sale Agrmt - Hald SALE AGREEMENT AND RECEIPT FOR F__ARNEST MONEY DATE: February 16, 1995 OWNER: Christian P. Hald, M.D. and Jacque Jean Hald, husband and wife, as tenants by the entirety. BUYER: City of Ashland ("City") 20 East Main Ashland, Oregon 97520 Recital - Owner desires to sell to City and .City desires to purchase from Owner certain real property with all improvements located on it having the following legal description (the "Property"): See the attached Exhibit A. Agreement - Owner and City agree as follows: 1. Sale and Purchase. City agrees to purchase the Property from Owner and Owner agrees to sell the Property to City for the sum of $477,000 (the "Purchase Price"). 2. Earnest Money. Owner hereby acknowledges receipt of the sum of $1.00 paid by City as earnest money. The earnest money shall be applied to the Purchase Price on the Closing Date, as that term is defined below. 3. Payment of Purchase Price. The Purchase Price shall be paid as follows: 3.1. At closing, the earnest money shall be credited to the Purchase Price. 3.2. At closing, City shall pay the additional sum of $64,999. 3.3. The balance of the Purchase Price, in the initial amount of $412,000, shall bear interest at the rate of six percent per annum from the Closing Date and shall be paid to Owner pursuant to the terms of a promissory note with Owner as payee and City as maker, as follows: (1) City shall pay Owner equal quarterly installments of $13,771.97 each, including interest at the rate of six percent per annum, with the first of such installments to be paid on or before March 30, 1995, and each subsequent installment to be paid on or before the last day of every calendar quarter thereafter until the entire purchase price, including principal and interest, has been paid. (2) After the fifth year, City may prepay up to $100,000 per year on the unpaid balance of the Purchase Price without penalty or premium. Any prepayments shall be applied first to interest and the balance, if any, shall be applied to principal. Any portion of a PAGE I of 4-EARNEST MONEY AGREEMENT prepayment by City to be applied to principal shall be applied to the most remote installments of principal coming due, and shall not excuse or reduce the monthly installments of principal and interest hereunder. (3) The promissory note shall be secured by a first trust deed on the Property. (4) The trust deed shall provide, among other matters, that City may not sell or transfer any interest in the Property or permit any lien or encumbrance to attach to the Property without the prior written consent of Owner, which consent shall not be unreasonably withheld. 4. Closing. Closing shall take place on or before April 1, 1995 (the "Closing Date"), at the offices of Jackson County Title, at 370 Lithia Way, Ashland, Oregon. City shall pay all of the escrow fee. 5. Preliminary Title Report. Within 10 days after full execution'of this agreement, Owner shall furnish to City a preliminary title report showing the condition of title to the Property, together with copies of all exceptions listed therein (the "Title Report"). City will have 10 days from receipt of the Title Report to review the Title Report and to notify Owner, in writing, of City's disapproval of any exceptions shown in the Title Report. Those exceptions not objected to by City are referred to below as the "Permitted Exceptions." Zoning ordinances, building restrictions, taxes due and payable for the current tax year, and reservations in federal patents and state deeds shall be deemed Permitted Exceptions. If City notifies Owner of disapproval of any exceptions, Owner shall have 15 days after receiving the disapproval notice to either remove the exceptions or provide City with reasonable assurances of the manner in which the exceptions will be removed before the transaction closes. If Owner does not remove the exceptions or provide City with such assurances, City may terminate this agreement by written notice to Owner given within 15 days after expiration of such 15-day period, in which event the earnest money shall be refunded to City and this agreement shall be null and void. 6. Conditions. City's obligation to purchase the Property is contingent on satisfaction of the following condition: Dismissal or other resolution of suit pending in Circuit Court of the State of Oregon for Jackson County under Case No. 93-0544-E-2, captioned Christian P. Hald, Plaintiff vs. Henry Kneebone, Defendant, filed May 4, 1994, being an action for Specific Performance, Breach of Contract, and Declaratory Relief so that such suit or the subject of such suit does not appear as an exception to the title. 7. Deed. On the Closing Date, Owner shall execute and deliver to City a statutory warranty deed, conveying the Property to City, free and clear of all liens and encumbrances except the Permitted Exceptions. 8. Title Insurance. Within 15 days after closing, Owner shall furnish City with an ALTA owner's policy of title insurance in the amount of the purchase price, standard PAGE 2 of 4-EARNEST MONEY AGREEMENT (p:parks\haid.emk) form, insuring City 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 City assumes the existing policy) and other usual items shall be prorated as of the Closing Date. 10. Possession. City shall be entitled to possession immediately upon closing. 11. Owner's Representations. Owner represents and warrants to City as follows: 11.1. Owner has received no written notice of any liens to be assessed against the Property. 11.2. Owner has received no written notice from any governmental agency of any violation of any statute, law, ordinance, or deed restriction, rule, or regulation with respect to the Property. 11.3. Owner is not a "foreign person" as that term is defined in IRC §1445. On the Closing Date, Owner will execute and deliver to City a certification of nonforeign status on a form required by the IRS. 11.4. The Property has never been used for the storage or disposal of any hazardous material or waste. There are no environmentally hazardous materials or wastes contained on or under the Property and the Property has not been identified by any governmental agency as a site upon which environmentally hazardous materials or wastes have been or may have been 'located or deposited. All representations and warranties contained in this agreement will survive closing and the conveyance of the Property to City. 12. Binding Effect/Assignment Restricted. This agreement is binding on and will inure to the benefit of Owner, City, and their respective heirs, legal representatives, successors, and assigns. 13. Remedies. TIME IS OF THE ESSENCE REGARDING THIS AGREEMENT. If the conditions described in section 6 are satisfied or waived by City and the transaction does not thereafter close, through no fault of Owner, before the close of business on the Closing Date, City shall forfeit the earnest money deposit to Owner as liquidated damages, and this agreement shall be of no further effect, it being the intention of the parties that City may forfeit the earnest money and be free of any further obligations under this agreement. If Owner fails to deliver the deed described in section 7 on the Closing Date or otherwise fails to consummate the transaction, the earnest money will be refunded to City, but acceptance by City of the refund will not constitute a waiver of other remedies available to City. PAGE 3 of 4-EARNEST MONEY AGREEMENT (p:park~\hald.emk) 14. Attorney Fees. In the event action is instituted to enforce any term of this agreement, the prevailing party shall recover from the losing party reasonable attorney fees incurred in such action as set by the trial court and, in the event of appeal, as set by the appellate courts. 15. Notices. All notices and communications in connection with this agreement shall be given in writing and shall 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 shall 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. 16. 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. 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, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE. 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 APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR. STRUCTURES. CITY OF ASHLAND: Title: PAGE 4 of 4-EARNEST MONEY AGREEMi~NT LA-62660 EX}{IBIT A BeginninG at a point 30 rods South of the northeast corner of the Northwest Quarter of the Northeast Quarter of Section 8, Township 39 South, Range 1 East, Willamette Meridian, Jackson County, Oregon; thence South 825 feet to the northeast corner of the Southwest Quarter of the Northeast Quarter of said Section; thence West along the north line of said quarter-quarter, 1072.5 feet, more or less, to the southeast corner of tract described in Volume 594, page 345, Jackson County, Oregon, Deed Records; thence North, alon§ the east line of said tract, 825 feet to the southwest corner of tract described in Volume 305 page 350, said Deed Records; thence East along the south line of said tract, 1072.5 feet to the true point of beginning. EXCEPTING THEREFROM that part lyinG within the following described tract: BeginninG at the point of intersection of the north-south center line of the Northeast Quarter of Section 8, Township 39 South, Range 1 East, Willamette Meridian, Jackson County, Oregon, with the north line of Nutley Street in the City of Ashland, Jackson County, Oregon; thence North, along the north-south center line of said Northeast Quarter, 590 feet, to the easterly right of way line of the City Ditch; thence Southwesterly alonG said line 700 feet, more or less, to a point West of the point of beginning; thence East, 190.0 feet, more or less, to the point of beginning. (Code 5-1, Account #1-5951-6, Map #391E08AB, Tax Lot #400)