HomeMy WebLinkAbout1996-026 Sale Agrmt - Snydal SALE AGREEMENT AND
RECEIPT FOR EARNEST MONEY
DATE:
January.~=7,._~_, 1996
OWNER: Laurence R. and Susan H. Snydal
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"): All that property described on the attached Exhibit A less
a portion described in general as follows:
0.53 acre for a building site with the proposed boundary to run southerly from
the existing north boundary in a line through and including a large dead oak
tree to the present southern boundary, then westerly along the southern
boundary to a line corresponding to the eastern edge of an existing roadway,
then westerly along the southern edge of the existing roadway (and including
the roadway) until an area of 0.53 acres is encompassed, then northerly to the
existing northern boundary line all as generally depicted on the attached map
marked Exhibit B.
A survey and actual legal descriptions for the properties sold and retained by Owner
will be prepared by City at no cost to Owner within sixty days from the date of this
sale agreement and receipt for earnest money.
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 $77,000 (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 $0.
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3.3. The balance of the Purchase Price, in the initial amount of $76,999,
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 $4,484.86 each,
including interest at the rate of six percent per annum, with the first of such
installments to be paid on or before three months from the Closing Date, and
the next installment to be paid on or before six months from the Closing Date
and so on every three months thereafter until the entire purchase price,
including principal and interest, has been paid.
(2) City may prepay all or any portion of the unpaid balance of the
Purchase Price at any time 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 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 January 31, 1996, or as
soon thereafter as the conditions set forth hereafter can be satisfied (the
"Closing Date"), at the offices of Jackson County Title, at 370 Lithia Way,
Ashland, Oregon. Seller shall pay up to $500 of the escrow fee and title
insurance premium and City shall pay the balance of all fees and premium, and
other closing costs, if any.
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
PAGE 2 of 5-EARNEST MONEY AGREEMENT {p:real\snydal.emk)
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.
6.1. City's obligation to purchase the Property is contingent on
satisfaction of each of the following conditions, unless waived in writing by City:
6.1.1. Completion of survey and lot line adjustment or minor land
partition approval. Owner shall cooperate with City in all respects in connection
with satisfying the condition. Owner shall execute such applications and other
instruments reasonably necessary to satisfying the condition, provided that
Owner shall not be required to pay any application fees or incur any other costs
or liability in connection with satisfying the condition. City shall exercise
diligence to satisfy the conditions as soon as possible at no cost to owner.
City and its agents shall have full access to the property for the purpose of
conducting City's survey and other investigations and inspections necessary for
locating easements and for purchase of the adjacent properties.
6.1.2. Owner terminating any and all access, utility or other
easements to the property or building site existing for the benefit of the Owner.
City shall prepare all legal documents required to satisfy this and any other
conditions at no cost to Owner.
6.1.3. City purchasing parcel "B" depicted on Exhibit "B" and such
portions of parcel "A" to enable City to provide the easements to Owner
described in paragraph 6.2.
6.2. Owner's obligation to sell the property is contingent on satisfaction
of the following conditions, unless waived in writing by Owner: City shall grant
or otherwise obtain for the benefit of the Owner the following easements to
serve Owner's building site described in the recital at the beginning of this
agreement:
6.2.1. Thirty-foot wide roadway easement in the western region of
parcels "A," "B" and "C" depicted on Exhibit "B" in a location to minimize impact
on land and trees. The roadway shall include a space for the required
turnaround for firefighting equipment.
6.2.2. Ten-foot wide underground utility easement parallel to the
roadway easement or at such other location as may be determined by mutual
agreement of Owner and the City.
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flow.
6.2.8. Ten-foot wide sewer easement optimally located for gravity
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 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.
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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.
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:
PAGE 5 of 5-EARNEST MONEY AGREEMENT {p:real\snydal.emk)
LA-65954
EXHIBIT A
Commencing at a 2" iron pipe monumenting the accepted quarter corner
common to Sections 5 and 8 in Township 39 South, Range 1 East of the
Willamette Meridian in Jackson County, Oregon; thence South 0°13'53" East
1333.07 feet to a found 5/8" iron pin located at a point common to those
boundary lines established by Agreements recorded as No. 78-07062 and No.
78-09396 of the Official Records of Jackson County, Oregon; thence North
89'36'42" East, alonD that boundary line established by said ADreement
recorded as No. 78-07062 said Official Records, a distance of 255.775
feet to a found 5/8" iron pin; thence North 0°41'17" West, along said
boundary line, 5.215 feet to a 5/8" iron pin; thence leaving said
boundary line, South 89°56'07" East, along the east-west centerline of
the Northeast Quarter of said Section 8, a distance of 296.44 feet to a
5/8" iron pin for the True Point of Beginning; thence continue South
89'56'07" East, alonD said east-west centerline, 697.93 feet.to a 5/8"
iron pin on the westerly right of way line of Ditch Road as established
by Minor Partition recorded in Volume 2 page 55 of the Minor Land
Partition Records of Jackson County, Oregon; thence along said westerly
right of way as follows: South 38°30'35" West 37.36 feet to a 5/8" iron
pin, along the arc of a 100.00 foot radius curve to the right through a
central angle of 23°36'00" a distance of 41.19 feet to a 5/8" iron pin,
South 62°06'35" West 3.02 feet to a 5/8" iron pin along the arc of a
61.00 foot radius curve to the left through a central angle of 63°28'00",
a distance of 67.57 feet to a 5/8" iron pin and South l°21'25" East 25.74
feet to a 5/8" iron pin; thence leavinD said westerly right of way line,
North 89°56'07" West 613.37 feet to a 5/8" iron pin; thence North
1 °56'46" East 138.03 feet to the True Point of BeDinning.
(Code 5-1, Account #1-65932-3, Map #391E8AC, Tax Lot #102)
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ADDENDUM TO SALE AGREEMENT AND
RECEIPT FOR EARNEST MONEY
Addendum made this ~.~) ..~'" day of (j,(::~.Z~(~_~/, 1996, between the City of
Ashland ("City") and Laurence R. and~usan H. ~hydal ("Snydals").
Recitals:
A. On January 29, 1996, City and Owner entered into a "Sale Agreement and Receipt
for Earnest Money" (further referred to in this addendum as "the agreement") for the
purchase of property by City from Owner.
B. The parties desire to amend the agreement to provide for an alternative sewer
easement should the sewer easement recorded on the partition map be determined
not to be feasible.
City and Snydals agree to amend the agreement in the following manner:
1. Paragraph 6.2.3 is amended to read in its entirety:
"Ten-foot wide sewer easement optimally located for gravity flow. If at the time
of construction of a residence on parcel 3 as designated on the partition map, it
is determined that the sewer easement recorded on the partition map is not
optimally located for gravity flow, City agrees to grant a ten-foot wide sewer
easement across parcel 2 at a location satisfactory to the Snydals.
All representations and covenants contained in this paragraph will survive
closing and the conveyance of the Property to City.
2. Except as modified above the terms of the agreement shall remain in full force and
effect.
OWN ER:
CITY OF ASHLAND:
Name:
Title:"
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