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HomeMy WebLinkAbout2006-033 Sale Agrmt - Pacific NW Building & Design SALE AGREEMENT AND RECEIPT FOR EARNEST MONE:Y DATED: This 17 day of March , 2006. BETWEEN: PACIFIC NORTHWEST BUILDING 'and DESIGN, Seller AND: CITY OF ASHLAND, Buyer RECITAL: Seller desires to sell to Buyer and Buyer desires to purchase from Seller that certain real property consisting of2.57acres in Ashland, Jackson County, Oregon, having the legal description as set forth in Exhibit A which is attached hereto aiia- herein incorporated by reference. AGREEMENT: 1. Sale and Purchase: Buyer agrees to purchase the property from Seller and Seller agrees to sell the property to Buyer for the sum of $946,~~25.00 2. Earnest Money: Buyer agrees to pay to Seller the Sum of 1ren Thousand and n0/100 dollars ($10,000.00) no later than the 24th day ofM:arch, 2006, as earnest money. It is understood and agreed that all earnest money payments shall be deducted from the purchase price set forth in paragraph 1 above. 3. Payment of Purchase Price: The remainder of the purchase price shall be paid as follows: 3.1 At closing, Buyer will pay the sum of Five Hundred Thousand and no/100 dollars($500,000.00). 3.2 Thereafter, Buyer will deliver a promissory note and first trust deed to seller in the amount of $ Four Hundred Thirty-Six Thousand Two Hundred Twenty-Five and no/100 dollars ($436,225.00), in which it shall be specified that Buyer shall make one payment in the amount of $ Four Hundred Thirty- Six Thousand Two Hundred Twenty-Five and no/100 dollars ($436,225.00), plus interest at the simple rate of eight percent (8%) per annum, on or before August 1, 2006, which amount shall fully payoff the remainder owed on the property. 4. Closing: This agreement shall be closed on or before the __ day of ,2006, at Lawyers Title Company, Ashland, Oregon. Eaeh party SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY Page - 1 . shall pay one-half (112) of the closing fee. 5. Preliminary Title Report: Within 10 days after the date of this agreement, Seller will furnish to Buyer a preliminary title report showing the condition of title to the property. 6. Conditions: The closing of this agreement is conditioned upon the following: 6.1 The parcel currently consists of approximately 2.57 acres ofland. Seller shall be responsible for covering all costs necessary to apply for and record a lot line adjustment to carve out 6,020 square feet ofland in the Northwest comer of the property as depicted in the map attached as "Exhibit]3" hereto. Buyer shall act as the applicant and pursue the lot line adjustment through the City of Ashland permit process. If the lot line adjustment has not been completed prior to closing, Buyer agrees to convey to seller that portion of the property identified for the Ashlander parking once the lot line adjustment has been completed. 6.2 The Seller retains an easement for ingress/egress to and maintenance of the storm drain set forth in Exhibit C. 6.3 Seller, with the execution of this agreement provides Buyer with a license to enter upon and conduct such inspections of the property as Buyer may determine to be reasonable, including, but not limited to the right to conduct a phase 1 environmental assessment of the property. Buyer agrees to provide seller with reasonable notice via facsimile at 541-482-0286 prior to Buyer or Buyer's agents entering into the Property. Closing is contingent upon no significant findings in the environmental assessment. 6.4 Excepting only defects in Seller's title to be cured in closing, and the conditions set forth in paragraphs 6.1 and 6.2 above, Seller's corre<:tion of defects in Seller's title within 20 days after written notice of such defect is delivered by Buyer to Seller. In the event that Buyer shall not provide Seller with such written statement of defects within 15 days after a preliminary title report has been furnished to Buyer, Buyer shall conclusively be deemed to have waived such defects excepting those to be cured in closing. 6.5 Appropriation of the funds necessary to pay the purchase price of this contract into the budget of the Buyer. This agreement shall be subject to non-appropriation, and in the event of non-appropriation, this agreement will terminate. 6.6 The foregoing conditions are for the benefit of Buyer and may be waived, in whole or in part, by Buyer only, except that Buyer may not waive the condition that funds be appropriated into the budget as described in paragraph 6.2 above. Any waiver must be in writing. Unless waived, if any SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY Page - 2 condition is not satisfied by the date specified, this agreement may be terminated at the option of either Buyer or Seller, by written notice, in which event if termination is due to failure of the condition in paragraphs 6.1,6.2, 6.3 or 6.4, the earnest money shall be refunded to Buyer; if the temlination is due to failure of the condition described in paragraph 6.5, Seller ma.y retain the earnest money and payments already paid to Seller. In either €!vent, Seller shall have no other right, action, remedy or recourse in law or in equity against the City of Ashland than as set forth in this subparagraph. 6.7 The sale is contingent upon Seller's simultaneous purchase of the subject property from the party now in title. If Seller is unable to close the purchase of the property, Seller shall refund to Buyer all money deposited as earnest money. 6.8 Within 60 days following the close of escrow, Buyer shall install a six-feet high cedar fence along the new north property line. 7. Deed: At closing, Seller shall execute and deliver to Buyer a statutory warranty deed conveying the property to Buyer subject to easements, conditions and restrictions of record except as to those to which Buyer has provided written notice of objection under paragraph 6.4 supra. 8. Title Insurance: Within 15 days after closing, Seller shall furnish Buyer with an owner's policy of title insurance insuring Buyer against loss or damage sustained by them by reason of the unmarketability of their title or encumbrances thereon, other than the exceptions, if any, described in paragraph 6 above and the usual printed exceptions contained in such policies. 9. Taxes: Real property taxes for the current tax year shall be prorated as of the date title is recorded in the name of Buyer in the real property records for Jackson County. 10. Possession: Buyer shall be entitled to possession as owner immediately upon closing. 11. Seller's Representations: Seller makes the following representations which shall survive the closing of the property sale: 11.1 That Seller has no notice of any liens to be assessed against the property. 11.2 That Seller has no notice from any governmental agency of any violation of law relating to the property. 11.3 That Seller has not used, generated, manufactured, produced, stored or released on, under, or about the property, any substances, materials or waste that are or that become regulated under, or that are classified as hazardous or toxic under any federal, state, or local statute, ordinance or regulation SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY Page - 3 pertaining to health, industrial hygiene, or the environment, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 as amended, 42 U.S.C. ~ 9H01, et seq. (CERCLA), and the Resource Conservation and Recovery Act of 1976, 42 U.S.C. ~ 6901, et seq. (RCRA), and all rules adopted and guidelines promulgated pursuant to the foregoing. 12. Notices: Any notice required hereunder shall be sufficient if delivered in person or if sent by registered or certified mail, postage and registration or certified charges prepaid, addressed as follows: To the City: City of Ashland Ashland City Attorney 20 E. Main Street Ashland, OR 97520 To the Seller: Pacific Northwest Building and Design 518 Washington Street, Suite 2 Ashland, OR 97520 13. Binding Effect/Assignment Restricted: This agreement is binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives and assigns. However, Buyer shall not assign Buyer's rights under this agreement without Seller's prior written consent. 14. Remedies: Time is of the essence of this agreement. If this agreement does not close, through no fault of Seller, prior to the close of business on the closing date specified above, to the extent that Buyer has made paym1ents of earnest money, Buyer shall forfeit the earnest money to Seller as liquidated damages. Seller shall have no other right, action, or remedy at law or in equity under this agreement. If Seller cannot furnish marketable title at closin~~ or otherwise fail to consummate this transaction, the earnest money shall he refunded to Buyer. In the event the earnest money is refunded to Buyer, such refund shall in no way affect Buyer's rights to exercise any other remedy available to Buyer either in law or in equity. 15. 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 lmd, in the event of an appeal, as set by the appellate courts. 16. 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 SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY Page - 4 --------..------------r--..- 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 CHAPTER 1, OREGON LAWS 2005 (BALLOT MEASURE 37 (2004)). BEFORE SIGNING OR ACCEPTING THIS INSTlRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES, THE EXISTENCE OF FIRE PROTECTION FOR STRUCTURES AND THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER CHAPTER 1, OREGON LAWS 2005 (BALLOT MEASURE, 37 (2004)). IN WITNESS WHEREOF, the parties have execute this agreement as of the day and year first above written. SELLER: ----- 31) l/~ BUYER: CITY OF ASHLAND SALE AGREEMENT AND RECEIPT FOR EARNEST MONEY Page - 5 From:PACIFIC NW BUILDING & DESIGN 541 482 0286 02/17/2006 11:32 #241 P .018/019 /--, i (-- 40g04o.2224 BDIBIT A TRACT A: Lot Fifteen (1.5) in "BELLEVUEn in Township 39 South, Range 1. West of the Willamette Meridian in Jackson County, Oregon, according to the official plat therec:>f, now of record. ALSO, Beginning at the most northerly corner of Lot sixteen (16) in "Bellevue" in Township 39 South, Range 1. East of the Willamette Meridian in Jackson County, Oregon, according to the official plat thereof, now of record; thence South 5601.5' East, along the northerly line of said lot, a distance of 33.86 fl~eti thence South, parallel with the west line of said lot, a distance of 660..0. feet to the southerly line of said loti thence North 56015' West, along said southerly line, a distance of 33.86 feet to the southwest corner of said Loti thence North, along the west line thereof, a distance of 660..0. feet to the point of beginning. TRACT B: Beginning at a point on the northeasterly line of Lot Sixteen (16) in nBl!llevue" in Township 39 South, Range 1 East of the Willamette Meridian in Jackson Coimty, Oregon, which point bears South 5601.3' East 40..67. feet from the northwest corner of' said Lot 16; thence South 0.009' West, parallel with and 33.86 feet from the west line of said lot, 660.0 feet to a point on the south line thereof; thence South 56013" East 97.33 feet to a point which bears South 56013' East 31.74 feet 'from the southeast cotner of said loti thence North 5038' East 95.95 feeti thence North 1019'30" West 133.02 feet; thence North 1J.014' East 385.58 feet to the southwes,terly right of way line of Highway No. 99 (Siskiyou Boulevard); thence North 56013' West, along said line, 193.25 feet to the point of beginning. EXCEPTING THEREFROM, the above two (2) tracts the fOllowing described pa.1~cel: Beginning at the northwest corner of Lot Thirteen (13), Bellevue, in Township 39 South, Range 1. East, of the Willamette Meridian in Jackson'County, Oregon, according to the Official Plat thereof, now of record; thence South 5600.6' 1Q" East" along the southerly right of way line of Siskiyou Boulevard, 786.55 feet, to a 5/8" iron pin; thence leaving said right of way line, South 1J.020.' SO" West, 215.87 feet" to a 5/8n. iron pin; thence North 62032'13" West, ,345.0 feet to a 5/8" iron pin, on the west line of Lot 15, said Bellevue; thence North 00016'41" East, along said w~~st line, 10.0.0.0 feet, to a 5/8" iron pin; thence leaving said west line, North 76"13'10." West, 247.84 feet, to a 5/8" iron pin; thence North 01016'50" East, 85.00. feet,. to a 5/8" iron pin; thence North 80.'38'1.0" West, 68.00 feet, to intersect the east ~ine of Clay Street; thence North 0.0016'41" East, along the east line of Clay Street, 236.14 feet, to the Point of Beginning. (Code 5-01, Account #1-012745-9, Map #391E1.4CB, Tax Lot #100) From:PACIFIC NW BUILDING & DESIGN 541 482 0286 .' ., LandAmerica. - Lawyers Title ....J I )07 I I I I 13/ 5-1 \. 800 7 ~..92 It. , , cs-8614 " CHo53 " cs-t013 Twp. 3Cf R leE 02/17/2006 11:33 #241 P.019/0l9 ,r-"' 1555 East McAndrews Road Siuite 100 Medford OR 97504 V: 541-n9-2811 F: 541-772-6079 " i '.t Sec. / t.I LIS ...... 11118 "'Print is made solely for the purpose of ass.isting In locating said premises, and ttle Company uumes no liability for information printed on this map, Including zoning, variations (If any) In adual "tnAnc:lnnc: :::iIntf In~tinnc: 2C: tfAtAnnlnAlf hv :::iIclll:::ill Jl::IIIVIlJV.