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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. PAGE I of 5-EARNEST MONEY AGREEMENT (p:real\snydal.emk) 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. PAGE 3 of 5-EARNEST MONEY AGREEMENT {p:real\snydal.emk) 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. PAGE 4 of 5-EARNEST MONEY AGREEMENT {p:real\snydal.emk} 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) · ,~cr' Thomo~, I~ SC AL.[: I', 80' NUTLE 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:" PAGE 1-ADDENDUM (p:real\snydal.add}