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HomeMy WebLinkAbout1993-095 Property Sale - Southern Oregon Skyways THIS CONTRACT, made and entered into this ~ day of OCTOBER , 1987, by and between SOUTHERN OREGON SKYWAYS, INC., whose address is 401 Dead Indian Road, Ashland, Oregon 97520, hereinafter called "Seller," and the CITY OF ASHLAND, a political subdivision of the State of Oregon, whose address is 20 East Main Street, Ashland, Oregon 97520, hereinafter called "Purchaser." NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows: 1. Property Description. The property to be sold is described in Exhibit "A", attached hereto and by this reference incorporated herein (the "Property"). The Property includes two Fixed Base Operator ("FBO") T-Hangers and the FBO Shop Hangar located at the Ashland Municipal Airport, Ashland, Oregon. 2. Sale-Purchase Agreement. Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller, the Property in accordance with the terms of this Contract. 3. Terms of Sale. Purchase Price. One Hundred Twenty-Six Thousand Seventy-Five Dollars ($126,075}. Payment. Purchaser agrees to pay Seller the purchase price as follows: (1) Down Payee.hr. Down payment in the amount of Fourteen Thousand Seventy-Five Dollars ($14,075); and (2) Balance Due. The remaining balance of One Hundred Twelve Thousand Dollars ($112,000) shall be paid as follows: Purchaser shall pay monthly installments of not less than One Thousand Five Hundred Eighty-Three and 30/100 Dollars ($1,583.30) each, including interest at the rate of eight percent (8%) per annum on the unpaid balances, as indicated on Exhibit "B" attached hereto and incorporated herein by reference (the "Amortization Schedule"). Each installment shall be applied first to interest to date of payment and the balance to principal. Interest on all unpaid balances shall commence on Page 1 - Contract for Sale of Property October 1, 1987. The first of such installments shall be paid on or before the first day of Noven~r, 1987, and on the first day of each month thereafter. The installments shall continue until October 1 , 1995, at which time the entire rema--~ning balance of principal and interest is due and payable, if not sooner paid. (b) Purchaser may, at any time, pay off the entire balance of the purchase price remaining due together with interest due thereon to the date of payment without prepayment penalties. (c) All payments to Seller hereunder shall be made to Seller's address as set forth above until further notice has been given in writing by Seller to Purchaser. 4. Closing. The sale shall be closed on or before October , 1987, through escrow, the cost of which shall be shared equ~ly by the parties. Seller and Purchaser shall share the cost of preparation of this Contract, which has been prepared by the offices of Lindsay, Hart, Neil & Weigler at the request of Purchaser. Seller's share shall not exceed $600. Seller acknowledges that he has had the opportunity to have this Contract reviewed by an attorney of his choice at his own expense. At closing, Purchaser shall pay the amount of cash specified in Parag{aph 3 above. Except as otherwise provided herein, all items to be prorated shall be prorated as of 5. Seller's Warranty. Seller warrants that Seller owns the Property and that any leasehold interest in the Property shall be extinguished by Seller as of the date of this Contract, except as stated herein, Seller makes no other express or implied warranties. 6. Title Insurance. No title insurance shall be required, since this transactibnis a transfer of personal property. 7. Taxes. Ail taxes levied against the Property for the current tax year shall be prorated between Seller and Purchaser as of October 1, 1987. The Seller shall pay to Purchaser at closing all unpaid gas taxes accrued as of 0ctoSer 1, 1987, or furnish evidence of payment therefore. Page 2 - Contract for Sale of Property 8. Tenant Information. Seller shall furnish to Purchaser prior to or at closing the names and addresses of current Property tenants and the names and addresses of prospective Property tenants which have requested their names be placed on a waiting list. 9. Bill of Sale. Upon payment of the total purchase price for the Property 10. Delivery of Possession. Purchaser shall be entitled to possession of the Property at 11:59 p.m. on September 30 , 1987. 11. Condition of Premises. Purchaser has examined the Property, knows the condition of the Property, and accepts the Property "as is" except as otherwise provided in this Contract at paragraph 5. 12. Alterations of the Property. Purchaser may make any alterations in the Property, except for structural changes, without written permission from Seller. Purchaser may make structural alterations to the Property only after obtaining Seller's prior written consent. 13. Insurance. During the period of this Contract, Purchaser will keep the Property insured to the extent of its full insurable value. The insurance shall cover fire, windstorm, public liability and extended coverage. Purchaser may insure any or all of Purchaser's obligations hereunder under a self- insurance program. All policies must provide that payment, in the event of loss, be made to Seller and Purchaser as their interests may appear. 14. Loss by Fire or Other Disaster, EminenL Domain. If, prior to the conveying of the Property from Seller to Purchaser ten percent (10%) or more of the premises is destroyed by fire or other disaster or taken by eminent domain, then either party may cancel this Contract. In the event of such a cancellation, Seller will return the down payment to Purchaser and both parties are relieved of all further liability under this Contract. If this Contract is not cancelled, then Purchaser will purchase the premises without an abatement of the purchase price but will receive the following at closing: Ail sums received by Seller under any applicable and existing insurance policies (less any amounts paid or payable by Seller for repairs or restoration); Page 3 - Contract for Sale of Property SJ An assignment of any further sums payable to Seller under such policies; and An assignment of any award made for a taking by eminent domain or sums received in such taking. If, prior to the closing of title, an immaterial part of the Property is destroyed by fire or elements beyond either party's control or taken by eminent domain, this Contract will remain in full force but the purchase price shall be abated to the extent of the destruction or taking. 15. ~ght to Terminate and Conditions. The obligations of Purchaser under this Contract are conditional upon the occurrence of certain events on or prior to September ~p_, 1987. Purchaser and Seller agree to diligently pursue the satisfaction of all conditions. Upon failure of one'or more of the conditions enumerated hereunder, Purchaser may cancel this Contract by written notice to Seller. Within three (3) days of such notice, Seller shall refund Purchaser's down payment and this Contract shall have no further force or effect and both Seller and Purchaser shall be released of all liability. The conditions are as follows: Purchaser obtaining an unqualified opinion from a natonally recognized bond counsel regarding the regularity of the financing of the purchase arrangement of the Purchaser and the tax-exempt status, from both state and federal taxes, of the interest paid by Purchaser and received by Seller under this Contract. The issuance of any and all land use permits by the City of Ashland, Oregon. 16. Seller's Options on Default. Forfeiture. If Purchaser fails to make any payment or perform any of Purchaser's covenants contained in this Contract, Seller has the option to declare this Contract terminated. In this event, Purchaser forfeits all payments made under this Contract, and these payments will be retained by the Seller, in full satisfaction and as liquidated damages. Seller shall also have the right to reenter and retake the premises. Declarin9 Contract Null and Void. Upon default by Purchaser, Seller may declare this Contract null and void, by filing a written declaration of forfeiture with Purchaser and recording such declaration with the Jackson County Clerk. Page 4 - Contract for Sale of Property Ownership of Improvements. Should this Contract be terminated by forfeiture, lapse of time or otherwise, all improvements on or to the Property made by Purchaser shall become the property of Seller. Seller shall not have any liability or accountability to Purchaser for such improvements. De Limitation of Remedies. Seller's remedies as set out herein, consisting of reentering and retaking the premises and declaring a forfeiture shall be Seller's exclusive remedies. Seller may not pursue any other remedy at law or in equity, in case of default or breach of this Contract by Purchaser or prosecute any such remedy contemporaneously with Seller's right of forfeiture unless such remedy is otherwise contained in this Contract. 17. Assignment. Ail covenants and agreements in this Contract shall extend to and be obligated upon the heirs, executors, administrators, and assigns of the respective parties. Purchaser may assign this Contract. 18. Notice. Any notice under this Contract shall be in writing and shall be effective when actually delivered or when deposited in the mail, registered or certified, addressed to the parties at the address as stated in this Contract or such other addresses as either party may designate by written notice to the other. 19. Multiple Parties. If two or more persons constitute eithr Seller or Purchaser, the work "Seller" or the word "Purchaser" will be construed as ifit read "Sellers" or "Purchasers" whenever the sense of the Contract requires. 20. Attorneys Fees. In the event an action, suit or proceeding, including appeal therefrom, is brought for failure to observe any of the terms of this Contract, each party shall be responsible for its own attorney's fees, expenses, costs and disbursements for said action, suit, proceeding or appeal. Page 5 - Contract for Sale [,{ Property 21. Applicable Law. Oregon law shall apply in construing or enforcing this Contract. IN WITNESS WHEREOF, the parties have caused be executed in duplicate as of the day and year written. this Contract to first above SOUTHERN OREGON SKYWAYS, INC. By: "SELLER" CITY OF ASHLAND, OREGON "PURCHASER" Page 6 - Contract for Sale of Property CWCcwc726 STATE OF OREGON, County of Jackson On this 29th day of October , 19 87, be£ore me appeared ~lq']~ C. GEORG-~ and both to me personally known, who being duly sworn, did say that he, the said Mor[t~ C. George is the President, and he, the said is the Secretary of S~ughern .Oregon Skyways, Inc. the within named Corporation, and that the seal affixed to said instrument is the corporate seal of said Corpora- tion, and that the said instrument was signed and sealed in behalf of said Corporation by authority of its Board of Directors, and lv~t-e, C. C, eorg~ .... and .... acknowledge said instrument to be the free act and deed of said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed My Commission expires 02/12/90 STATE OF OREGON ) ) SS. County of ~_e~©~ ) The foregoing instrument was acknowledged before me this ~O~'~ day of~. ........ , 1987, by t~ ~0~f>c~ ~ , ~ of~theoc~b~City of Ashland,~~ ~Ore~' . ) SS. County of ~~ ) ~he foregoing~trument was acknowledged before me th~s ~ day of~, 1987, by ~V~ , kc~ %t of the City of Ashland, Oregon. Uo~ublic ~r~r e~on My Co~ission expires: Page 7 - Contract for Sale of Property CWCcwc726 AC~U/R£ iFOR~ TERMI¥,A~.: : . FUTURE CiTY T- HANGARS ~CLE~,~HTED .TEE £XPAi AREA ~/~ ISLAND (24' SIGN, r4'ALLOWABLE) TAXIWAYS NEW AIRCRAFT WASH RACK FBO SHOP/HANGAR CITY TERMINAL BUILDING PARKING EXPANSION ,/ IO" ROTATING BEACON & LIGHT [TE) T~HANGARS ACCESS ROAD FBO SITE IHANGAR EXHIBIT "A" EXHIBIT B EXHIBIT B (continued)