HomeMy WebLinkAbout2008-248 Agrmt - Clay St Purchase & Sale
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First American Title Insurance Company of Oregon
1225 Crater Lake Ave, Ste 101 . Medford, OR 97504
Buyer's Estimated Setdement Statement
Property: 380 Clay Street, Ashland, OR 97520
File No: 7161-1141303
Officer: Marion RoselMR
New Loan No:
Settlement Date:
Disbursement Date:
Print Date:
Buyer:
Address:
Seller:
Address:
City of Ashland; Housing Authority of Jackson County
DRRAM Ashland Limited Partnership
380 CIa Street, Ashland, OR 97520
Consideration:
Total Consideration
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Buyer(S):
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Housing Authority of Jackson County
By: Scott Foster, Executive Director
. ~cr, 7/25
12/18/2008
12/18/2008
12/18/2008,8:34 AM
1,875,471.08
3,611,590.75 i
3,611,590.75
Page 1 of 1
PURCHASE AND SALE AGREEMENT
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THIS PURCHASE AND SALE AGREEMENT is entered into this ~ day of
November, 2008, by and between DRRAM Ashland Limited Partnership ("DRRAM"), The
City of Ashland ("CITY"), and The Housing Authority of Jackson County ("HAJC").
RECIT ALS
A. DRRAM owns certain real, personal, and intangible property commonly known or
identified as undeveloped land located at 380 Clay Street, in the City of Ashland, Jackson
County, Oregon, as more particularly described in Section 2(a)(1) and Exhibit A below
(hereinafter referred to as the "Clay Street Property").
B. CITY owns certain real, personal, and intangible properties commonly known or
identified as: (1) undeveloped residential Lots on Strawberry Lane ("Strawberry Lots") and (2)
the Lithia Parking Lot located mid block: between Pioneer and First Street on the south side of
Lithia Way ("Lithia Lot"). The Strawberry Lane Lots and Lithia Parking Lot are located in the
City of Ashland, Jackson County, Oregon, and are more particularly described in Sections 2(a)(2)
and 2(a)(3) below and Exhibits Band C respectively (hereinafter collectively, referred to as the
"City Property").
C. CITY and HAJC jointly desire to acquire all the Clay Street Property from
DRRAM, and Seller DRRAM is willing to sell, convey and exchange all the Clay Street Property
to Purchasers CITY and HAJC subject to the terms of this Agreement.
D. DRRAM desires to acquire all the City Property from CITY, and Seller CITY is
willing to sell, convey and exchange all the City Property to Purchaser DRRAM subject to the
terms of this Agreement.
E. On November 4,2008 CITY authorized this purchase, sale and land exchange at
an advertised public hearing in accordance with ORS 221.725 and made findings to support the
exchange in accordance with ORS 271.300 to 271.360.
F. Unless otherwise specified, for purposes of this Agreement "Purchaser" means
DRRAM in relation to the City Property and CITY and HAJC for purposes of the Clay Street
Property. "Seller" means DRRAM for purposes of the Clay Street Property and CITY for
Purposes of the City Property.
AGREEMENT
1. Recitals. The recitals set forth above are true and correct and incorporated herein by this
reference.
2. Purchase and Sale of the Property. Seller agrees to sell the Property to Purchaser, and
Purchaser agrees to purchase the Property from Seller, on the terms and conditions set forth in
this Agreement.
(a) The Property consists of:
(1) Clay Street Property consisting of the land described in Exhibit A attached hereto
("Land") and all easements, rights, strips, gores, rights-of-way, and any other rights or interests
PURCHASE AND SALE AGREEMENT
Page 1 of 22
appurtenant thereto, as well as all the improvements currently situated on the Land
("Improvements").
(2) City Property - Strawberry Residential Lots consisting of the land described in
Exhibit B attached hereto ("Strawberry Lots") and all easements, rights, strips, gores, rights-of-
way, and any other rights or interests appurtenant thereto, as well as all the improvements
currently situated on the Strawberry Lots ("Strawberry Improvements").
(3) City Property - Lithia Parking Lot consisting of the land described in Exhibit c
attached hereto ("Lithia Lot") and all easements, rights, strips, gores, rights-of-way, and any
other rights or interests appurtenant thereto, as well as all the improvements currently situated on
the Lithia Lot("Lithia Improvements").
(b) F or purposes of this Agreement "Property" also means, all plans and
specifications, all building permits and other permits, if any, pertaining to the construction of the
Improvements, and all warranties, guaranties, and sureties now or hereafter received in
connection with the construction of or equipment on the Improvements, as well as all licenses,
permits, approvals, certificates of occupancy, and franchises relating to the zoning, land use,
ownership, operation, occupancy, construction, or maintenance of the Improvements;
3. Purchase Price. The transaction is an exchange of the Clay Street Property, currently
owned by DRRAM for City Property and cash. The total value, or purchase price, to be paid to
DRRAM is three million six hundred thousand dollars ($3,600,000.00), which is the value of the
City Property plus cash.
4. Payment of Purchase Price. The purchase price shall be paid and shall consist of an
exchange of real property and cash as set forth below.
(a) DRRAM shall receive the following at closing:
(1) Fee simple title to the Strawberry Lots (Exhibit B) with an agreed upon combined fair
market value of one million two hundred thousand dollars ($1,200,000); and
(2) One million two hundred eighty thousand dollars cash ($1,280,000.00) (Housing
Authority of Jackson County participation); and
(3) Six hundred twenty thousand dollars cash ($620,000.00) from the City of Ashland; and
( 4) Fee simple title to the Lithia Lot (Exhibit C) with parking and associated improvements,
as is, with an agreed upon fair market value of five hundred thousand dollars
($500,000.00).
(b) CITY and HAJC shall receive the following at closing:
(1 )Fee simple title, as tenants in common with an undivided interest in the entirety, (City
60% and HAJC 40%) to the Clay Street Property, Ashland, Oregon, (Exhibit A).
5. Inspection Contingency
5.1 Inspection Rights. Purchaser will have from the date this Agreement is signed
("Effective Date") until midnight on December 8, 2008, to satisfy itself concerning all aspects of
the Property, including, without limitation, the physical condition thereof; the insurance policies,
PURCHASE AND SALE AGREEMENT
Page 2 of 22
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contracts, leases, and all other financial aspects of the Property; the availability of any
governmental permits and approvals; and the feasibility of using the Property for Purchaser's
intended use. Purchaser will have the right to perform such tests, inspections, and feasibility
studies on the Property as Purchaser may deem necessary; provided, however, that Purchaser will
not conduct any environmental assessment that would require soils analysis, groundwater testing,
or other studies commonly associated with a Phase II environmental site assessment without the
prior written consent of Seller in each instance, which consent may be withheld or conditioned in
Seller's sole discretion. Purchaser will schedule and coordinate all inspections, including,
without limitation, any environmental tests, with Seller and will give Seller at least two (2)
business days' prior written notice thereof. Seller will be entitled to have a representative present
at all times during each such inspection and communication with tenants.
5.2 Inspection Expenses. All costs and expenses of all Purchaser's tests, inspections,
and studies must be paid by Purchaser when due, regardless of whether this transaction closes.
5.3 Removal of Inspection Contingencies. If, by the end of the Review Period,
Purchaser has notified Seller in writing that Purchaser rejects the Property in its then-current
condition, this Agreement will terminate, whereupon the Deposit, if any, will be refunded to
Purchaser within five (5) days. This Agreement thereafter will be null and void, and neither party
will have any obligation to the other, except as otherwise provided herein. Unless such notice of
rejection is given, the inspection contingency will be deemed waived and this Agreement will be
binding on Purchaser. If Purchaser elects, Purchaser may offer Seller the opportunity to correct
any items Purchaser determines to be unacceptable by providing Seller with written notice of any
required corrections before the end of the Review Period.
5.4 Environmental Assessments. Purchaser is responsible for obtaining its own
environmental inspections of the Land and Improvements. Purchaser agrees to provide Seller
with a true and complete copy of all environmental studies, tests, and reports that Purchaser
obtains in connection with its inspection of the Land or Improvements and, if authorized by
Seller, with independent sample splits of each soil or groundwater sample or other substance or
material that may be obtained by Purchaser or its consultant in form and quantity sufficient for
independent analysis. Purchaser will pay for all costs of its environmental inspections regardless
of whether this sale closes. If any person is required to make any report to any governmental
agency as the result of any environmental inspection, the report may be submitted by the Seller or
the Purchaser.
6. Title to the Property
6.1 Title Report. Unless otherwise provided herein, this transaction is subject to
Purchaser's review and approval of a preliminary title report and the recorded covenants,
conditions and restrictions ("Report and CC&Rs) showing the condition of title to the Property.
Upon execution of this Agreement by Seller and Purchaser, each Seller will, at each Seller's sole
expense, promptly order the report and CC&Rs from an Oregon title insurance company and
furnish them to Purchaser. Upon receipt of the report and CC&Rs, Purchaser shall have five (5)
business days within which to notify Seller, in writing of any matters disclosed in the report and
CC&Rs which is/are unacceptable to Purchaser. Purchaser's failure to timely object, in writing,
to any matters disclosed in the report and CC&Rs shall constitute acceptance of the report and
CC&Rs. Provided, however, Purchaser's failure to timely object shall not relieve Seller of the
duty to convey marketable title. If, within five (5) business days following receipt of the
PURCHASE AND SALE AGREEMENT
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objections, if any, Seller fails or elects not to remove or correct the matters identified by the
Purchaser, or does not give written assurances reasonably satisfactory to Purchaser that they will
be removed or corrected, all earnest money, if any, shall be promptly refunded to Purchaser and
this transaction shall be terminated and the agreement rescinded at the election of the Purchaser
and upon written notice to Seller. This contingency is solely for Purchaser's benefit and may be
waived by the Purchaser in writing. At closing, Seller shall furnish to Purchaser an owner's
standard form policy of title insurance insuring marketable title in the Property to Purchaser in
the amount of the purchase price, free and clear of all objections and all other title exceptions
agreed to be removed as part of this transaction. The Purchaser has the right, if the Purchaser so
elects, to cause the title policy to be issued as an extended coverage policy, provided the
Purchaser pays the additional premiums and all survey costs associated with that coverage. If the
Purchaser elects extended coverage, it shall be at Purchaser's sole cost and expense.
7. Seller's Representations
7.1 Content of Representations. Seller represents, warrants, and covenants to
Purchaser as follows:
(a) No Notice of Violation of Zoning and Other Laws. Seller has not received any
written notice from any governmental authority alleging that the Property or Improvements
violate any building codes, building or use restrictions, or zoning ordinances, rules, or
regulations.
(b) No Litigation. To Seller's knowledge, there is no pending or threatened litigation
or administrative action with respect to the Property or Improvements.
(c) No Condemnation. To Seller's knowledge, there is no pending or contemplated
eminent domain, condemnation, or other governmental taking of the Property or any portion
thereof.
(d) No Additional Assessments. To Seller's knowledge, there are no extraordinary
governmental assessments or impositions levied against, applicable to, or proposed for the
Property as distinct from ordinary ad valorem property taxes, which will be disclosed in the Title
Report.
(e) No Government Obligations. To Seller's knowledge, there are no unperformed
obligations that are currently due relative to the Property to any governmental or quasi-
governmental body or authority. Seller and Purchaser acknowledge that (1) Seller DRRAM's
Clay Street Property is subject to several land use approvals with conditions and permit
obligations which will come with the Property and may have to be amended and (2) Seller
CITY's Strawberry Property is subject to Covenants Conditions and Restrictions negotiated with
adjacent owners to avoid land use appeal for the land division.
(f) No Seller Contamination. To Seller's knowledge, Seller has not caused any
hazardous substance, waste, or material to be used, generated, stored, or disposed of on or
transported to or from the Land or Improvements in violation of any applicable law before or
during the period in which the Seller has owned the Property. For the purposes of this paragraph,
"hazardous substance, waste, or material" means all petroleum-based products, radon, asbestos,
PCBs, and all substances, wastes, and materials that are so defined in the Comprehensive
Environmental Response, Compensation, and Liability Act, 42 USC ~~9601-9675; the Resource
Conservation and Recovery Act, 42 USC ~~6901-6992k; and the Hazardous Materials
Transportation Act, 49 USC ~~5101-5128.
PURCHASE AND SALE AGREEMENT
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(g) Authority of Seller. Seller's execution of, delivery of, and performance under this
Agreement are undertaken according to authority validly and duly conferred on Seller and the
signatories hereto.
(h) No Breach of Agreements. This Agreement and the consummation of the
transaction evidenced by this Agreement do not violate any other agreement, contract, or lease to
which Seller is a party.
(i) Nonforeign Status. Seller is not a "foreign person" as defined in IRC S 1445(f)(3),
and Seller is not a "transferor" as defined in ORS 314.258(2)(b).
G) No Tenants. There are no tenants on the Property and the property is not subject
to any leases.
7.2 Survival of Warranties. All Seller's warranties in this Agreement are deemed
given only as of the date of this Agreement. Seller's liability for any misrepresentation or the
breach of any warranty under this Agreement will survive the closing of this transaction, but any
claim for any misrepresentation or breach of any covenant will be deemed to have been waived
unless Purchaser files and serves a complaint for damages or other remedies based on the alleged
misrepresentation or breach within one year after the Closing Date.
8. Purchaser's Representations
Purchaser represents, warrants, and covenants to Seller as follows:
8.1 Purchaser's Existence and Authority. Purchaser is a validly existing and duly
organized and established legal entity and has the full right and authority to conduct its business
under the laws of the state of Oregon.
8.2 No Litigation. Purchaser is not a party to any litigation or civil or criminal
proceedings relevant to its ability to purchase property; no petitions in bankruptcy have been
filed by or against Purchaser; and none of Purchaser's assets are currently subject to any
insolvency, receivership, or foreclosure proceedings.
8.3 No Breach of Agreements. This Agreement does not breach or violate any term or
provision of any other agreement or contract to which Purchaser is a party.
9. Conditions to Closing.
9.1 Purchaser's Conditions.
(a) Necessary Approvals, Agreements and Conditions.
(1) The CITY and the HAl C must enter into an Intergovernmental Agreement
or Memorandum of Understanding concerning the future land division of the Clay Street
Property between the entities. The future land division will be in substantial conformity with the
site layout plan, attached as Exhibit D, which gives the HAlC approximately four (4) acres of the
Clay Street Property and the CITY approximately six (6) acres of the Clay Street Property. If the
CITY or HAlC have failed to withdraw from this transaction with written notice to DRRAM by
December 3, 2008, at 5PM this contingency will be deemed waived for all purposes.
(2) Seller's Compliance. Seller's fulfillment of each of its obligations under
this Agreement in all material respects, including specifically but not limited to Title, that is at
closing the Seller shall convey fee simple title to the Property by statutory warranty deed, subject
only to non-delinquent real property taxes, specified items of the preliminary title report from the
"Preliminary Commitment", a copy of which is included in the record of this proceeding and
such other matters that may be approved in writing by the Purchaser.
PURCHASE AND SALE AGREEMENT
Page 5 of 22
(3) Seller's Disclosure. Seller shall provide to Purchaser by a date no later
than five days following execution of this purchase and sale agreement all written information in
possession of Seller regarding all known conditions of the property, including but not limited to:
Environmental Findings and Reports, Flood Plain Reports, Fish & Wildlife Reports, Irrigation
Rights and Obligations, and all Survey Documentation.
(4) Seller's Representations: The continuing accuracy of all Seller's
warranties and representations in this Agreement in all material respects.
(5) Material Casualty. The absence of any material damage to the
Improvements that has been caused by casualty and not repaired by the Closing Date. For the
purposes of this paragraph, a material damage caused by casualty encompasses any damage by
fire or other casualty that has not been repaired and paid for by the Closing Date.
(6) Title Insurance. The Title Company, First American Title Insurance
Company of Oregon, must be ready, willing, and able to issue an extended coverage American
Land Title Association owner's policy of title insurance in the amount of the Purchase Price,
insuring title in Purchaser to the Premises consistent with the terms of this Agreement and
subject only to the title exceptions approved or deemed approved by Purchaser.
(7) HOME Program Disclosure. HAlC must disclose to Seller the required
"Notice of Disclosure to Seller with Purchase Offer", as attached in Exhibit G, because federal
funds from the HOME investment Partnerships Program may be used by HAlC for the
development and new construction of the Property.
(8) Planning / Building Applications. Seller agrees to authorize Purchaser to
submit planning and building applications required or made necessary by applicable land use
ordinances prior to closing.
9.2 Seller's Conditions. Seller's obligation to close this transaction is subject to the
satisfaction of each of the following conditions:
(a) Purchaser's Compliance. Purchaser's fulfillment of each of its obligations under
this Agreement.
(b) Purchaser's Representations. The continuing accuracy of all Purchaser's
warranties and representations in this Agreement.
10. Closing.
10.1 Time is of the Essence. Closing shall occur on a date mutually agreed upon by
Seller and Purchaser, but in no event later than December 18, 2008. The terms "closed",
"closing" or "closing date" shall mean when the deed or contract is recorded, a title insurance
policy is ready to be issued, and the Purchase Price is made available to Seller. Seller and
Purchaser acknowledge that for closing to occur by the Closing Deadline, it may be necessary to
execute documents and acquire the Purchase Price, as described in Section 3, prior to that date.
1 0.2 Deliveries at Closing
(a), On or before the Closing Date, the Seller shall deliver the following:
(1) Deed. A statutory warranty deed duly executed and acknowledged in recordable
form by the Seller, conveying the Property to the Purchaser subject only to non-delinquent
property taxes, specified exceptions to the Preliminary Commitment, and other matters that may
be approved in writing by the Purchaser.
(2) Bill of Sale. A bill of sale, duly executed and acknowledged by the Seller in favor
of the Purchaser, assigning and conveying to the Purchaser all of the Seller's right, title, and
PURCHASE AND SALE AGREEMENT
Page 60[22
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interest in and to the improvements, and personal property, if any, used in connection with the
operation of the Property, free and clear of all liens, encumbrances, and adverse claims.
(3) Assignment of Leases. There are no leases existing and the Parties agree not to
enter into any leases impacting the Property. If leases are discovered, an assignment of leases, if
any, duly executed and acknowledged by the Seller in recordable form, assigning to the
Purchaser, all of the Seller's right, title, and interest in and to all the tenant leases and tenant
deposits.
(4) General Assignment. An assignment, duly executed by the Seller, assigning to the
Purchaser all of the Seller's right, title, and interest in and to all service contracts accepted by the
Purchaser and all other intangible property constituting part of the property being sold.
(5) Non-foreign Certification. The Seller represents and warrants that it is not a
"foreign person" as defined in IRC S1445. The Seller will give an affidavit to the Purchaser to
this effect in the form required by that statute and related regulations.
(6) Tenant Notification Letter. There are no tenants and the parties agree not to rent
or lease the premises. In the event leases are discovered, a letter to tenants, duly executed by the
Seller and dated as of the Closing Date, satisfactory in form and substance to the Purchaser,
notifying each tenant that:
A. The Property has been sold to the Purchaser;
B. All of the Seller's right, title, and interest in and to the tenant leases and tenant
deposits have been assigned to the Purchaser; and
C. Commencing immediately, all rent and other paYments and any notices under
tenant leases are to be paid and sent to the Purchaser.
(7) Changes of Address. Written notices executed by the Seller to taxing authorities
having jurisdiction over the Property, changing the address for service of notice and delivery of
statements and bills.
(8) Proof of Authority. Such proof of the Seller's authority and authorization to enter into
this Agreement and consummate the transaction contemplated by it, and such proof of the power
and authority of the persons executing and/or delivering any instruments, documents, or
certificates on behalf of the Seller to act for and bind the Seller, as may be reasonably required by
the Purchaser.
(9) Lien Affidavits. Any lien affidavits or mechanic's lien indemnifications as may be
reasonably requested by the Title Company in order to issue the title policy.
(10) Proration's. The amount due, specifically taxes, including deferred taxes, if any,
after the proration's are computed in accordance with the following:
( a) General. Rental, revenues, and other income, if any, from the Property and
presently existing taxes, assessments, improvement bonds, and other expenses, if any, affecting
the Property, shall be prorated as of the day following the Closing Date. For the purpose of
calculating prorations, the Purchaser shall be deemed to be in title to the Property and, therefore,
entitled to the income and responsibility for the expenses for the entire day following the Closing
Date. Closing will not occur unless all presently existing taxes including deferred taxes have
been paid or submitted at the time of closing.
(b) Method of Proration. All prorations shall be made in accordance with
customary practice in Jackson County, Oregon, except as expressly provided herein. The
Purchaser and the Seller agree to cause their accountants to prepare a schedule of tentative
prorations before the Closing Date. Such proration's, if and to the extent known and agreed on as
PURCHASE AND SALE AGREEMENT
Page 7 of22
of the Closing Date, shall be paid by the Purchaser to the Seller (if the proration's result in a net
credit to the Seller) or by the Seller to the Purchaser (if the proration's result in a net credit to the
Purchaser) by increasing or reducing the cash to be paid by the Purchaser at closing. Any such
proration's not determined or not agreed on as of the Closing Date shall be paid by the Purchaser
to the Seller, or by the Seller to the Purchaser, as the case may be, in cash as soon as practicable
following the Closing Date.
(b) On or before the Closing Date, the Purchaser shall deliver the following to the
Escrow Agent:
(1) Purchase Price. The purchase price in accordance with this Agreement,
including specifically Sections 2 through 4 above.
(2) General Assignment. The general assignment duly executed by the
Purchaser.
10.3 Title Insurance. As soon as possible after the Closing Date, the Escrow Agent will
furnish Purchaser a standard American Land Title Association form of owner's policy of title
insurance in the amount of the purchase price for the Property, subject only to the Escrow
Agent's standard preprinted exceptions and exclusions for the form and except for the matters
accepted or deemed accepted by Purchaser under this Agreement. The costs of additional or
extended title insurance beyond standard coverage will be paid by Purchaser, and the availability
of any such coverage will not be a condition of closing.
10.4 Possession. Seller will deliver possession of the Property to Purchaser on the
Closing Date.
10.5 Acceptance of Property. Purchaser acknowledges that Purchaser has assessed, or
has had the opportunity to assess, the size, configuration, utility service, environmentally
sensitive areas, means of access, permitted uses, status of title, value, condition, and all other
material aspects of the Property, and, except as specifically stated herein, Purchaser is not relying
on, nor has Purchaser been influenced by, any statement or representation of Seller or any agent
or representative of Seller regarding any of such items. Except for any actionable breaches of
Seller's representations and warranties contained herein, Purchaser's acceptance of the Property
and the satisfaction or waiver of all Purchaser's conditions to closing will be evidenced solely by
the closing of this transaction and without any other act or confirmation by Purchaser. Purchaser
does not have the option to close this transaction without accepting the Property in its then
current condition, and Purchaser acknowledges that except for any Seller's breach of an express
warranty stated in this Agreement, Purchaser is acquiring the Property "AS IS, WHERE IS" in its
current condition existing as of the Closing Date, without any representation or warranty of any
kind or nature by Seller.
10.6 Indemnification. Seller will defend, indemnify, and hold harmless Purchaser from
and against all third-party claims for premises liability regarding any injury or damage to the
third party or its property that occurred on or about the Property before the Closing Date.
11. Defaults and Failure to Close
11.1 Seller's Remedies. In the event that this transaction fails to close on account of a
default by joint Purchaser City and HAJC under this Agreement, its Deposit of thirty-six
thousand dollars ($36,000), if any, will be forfeited by joint Purchaser City and HAJC and
retained by Seller DRRAM as liquidated damages as Seller's sole remedy for the default. SUCH
AMOUNT HAS BEEN AGREED BY THE PARTIES TO BE REASONABLE
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Page 8 of 22
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COMPENSATION AND THE EXCLUSIVE REMEDY FOR PURCHASER'S DEFAULT,
SINCE THE PRECISE AMOUNT OF SUCH COMPENSATION WOULD BE DIFFICULT TO
DETERMINE. The Deposit shall be returned to joint Purchaser City and HAJC, or applied to
the purchase price, if a default does not occur.
11.2 Purchaser's Remedies. If this transaction fails to close on account of a default by
Seller under this Agreement, Purchaser will be entitled to any remedies for breach of contract
that may be available under applicable law, including without limitation the remedy of specific
performance and the right to recover its actual damages.
11.3 Defaults. Except for either party's wrongful failure to close or satisfy a condition
to closing by the required Closing Date, neither party will be deemed in default under this
Agreement unless the party is given written notice of its failure to comply with this Agreement
and the failure continues for a period of five (5) business days after the date the notice is given.
This section will not be construed as extending the time by which any notice or contingency
waiver must be given.
11.4 Costs and Attorney Fees. If suit, action, or arbitration is instituted to interpret or
enforce the terms of this Agreement or with respect to any dispute under this Agreement, the
prevailing party is entitled to recover from the other party the sum that the court or arbitrator may
adjudge reasonable as costs and attorney fees in any such proceeding, at trial, on any appeal or
petition for review, and in any bankruptcy proceeding (including the adjudication of any issues
peculiar to bankruptcy law), in addition to all other sums provided by law.
11.5 Waiver of Jury Trial. AS PART OF THE CONSIDERATION FOR THIS
AGREEMENT, EACH OF THE PARTIES HERETO WAIVES THE RIGHT TO TRIAL BY
JURY IN CONNECTION WITH ANY DISPUTE OR ACTION UNDER THIS AGREEMENT.
12. Conduct of Business
12.1 Operations. Between the date of this Agreement and the Closing Date, Seller will
continue to manage the Property in accordance with its current practices, and Seller will not take
any steps or actions that it knows would be materially detrimental to the value of the Property.
12.2 Contracts. Between the Effective Date and the Closing Date, DRRAM Seller will
not enter into any equipment purchase contract that will not be paid in full before the Closing
Date or any service or maintenance contract that cannot be canceled upon thirty (30) days' notice
at no cost to Purchaser unless Seller first obtains the written approval of Purchaser, which
approval will not be unreasonably delayed, conditioned, or withheld.
12.3 Insurance. Seller agrees to continue to maintain its current casualty and liability
insurance policies on the Property until the Closing Date but has no responsibility for
maintaining any such insurance after the Closing Date or to assign any policy to Purchaser.
12.4 Property Maintenance. Between the date of this Agreement and the Closing Date,
Seller agrees to maintain and make ordinary repairs to the Property so as to cause the Property to
be delivered to Purchaser in substantially the same condition existing as of the end of the Review
Period, ordinary wear and tear, damage by casualty, and damage by condemnation excepted.
Each party will promptly notify the other regarding any item of repair, replacement, or
maintenance of which it becomes aware and that requires an expenditure in excess of one
thousand dollars ($1000.00). In no event will Seller be required to make any capital repairs or
replacements to the Property between the Effective Date and the Closing Date.
PURCHASE AND SALE AGREEMENT
Page 9 of 22
12.5 No Additional Obligations. Except as provided in this section, Seller has no
obligation to maintain, repair, alter, reconstruct, or replace any portion of the Property or
preserve or enter into any existing or new leases or service contracts, and Purchaser
acknowledges that there exist no express or implied representations or covenants to do so.
13. Legal Relationships
13.1 Relationship of Parties. This Agreement creates only the relationship of Seller and
Purchaser, and no joint venture, partnership, or other joint undertaking is intended hereby.
Neither party hereto will have any rights to make any representations or incur any obligations on
behalf of the other. Neither party has authorized any agent to make any representations, admit
any liability, or undertake any obligation on its behalf. Neither party is executing this Agreement
on behalf of an undisclosed principal.
13.2 No Third-Party Beneficiaries. No third party is intended to be benefited or
afforded any legal rights under or by virtue of this Agreement.
13.3 Joint and Several Liability. If any other party comprises more than one person or
entity, the obligations of each person or entity comprising such party under this Agreement will
be joint and several.
13.4 Indemnified Parties. Any indemnification contained in this Agreement for the
benefit of a party will extend to the party's members, directors, shareholders, officers, employees,
and agents.
13.5 Assignments and Successors. Purchaser may not assign or otherwise transfer this
Agreement or any interest herein, voluntarily, involuntarily, or by operation of law, without the
prior written consent of Seller in each instance consent will not be unreasonably withheld.
Purchaser will not be released from its obligations under this Agreement in the event of any
assignment or transfer by Purchaser. Subject to the foregoing, this Agreement will bind and inure
to the benefit of the parties hereto and their respective successors and assigns.
14. General Provisions
14.1 Notices. Notices under this Agreement must be in writing and, if personally
delivered or sent by facsimile, will be effective when received. If mailed, a notice will be deemed
effective on the second day after deposited as registered or certified mail, postage prepaid,
directed to the other party. Notices must be delivered, mailed, or sent by facsimile to the
following addresses and telephone numbers:
DRRAM:
D.R.R. Asset Management, Inc.
4100 Newport Place, Suite 400
Newport Beach, CA 92660
Attn: Randall C. Luce
Facsimile No.: (949) - 252 - 0804
with a copy to:
Doug Irvine
542 Washington Street
Ashland, OR 97520
PURCHASE AND SALE AGREEMENT
Page 10 of22
CITY:
HAJC
City of Ashland
20 E. Main St.
Ashland, OR 97520
Attn: Martha Bennett, City Administrator
Facsimile No.: 541 - 488 - 5311
with a copy to:
Richard Appicello, City Attorney
20 E. Main St.
Ashland, OR 97520
Facsimile No.: 541 - 488 - 2092
The Housing Authority of Jackson County
2251 Table Rock Rd.
Medford, OR 97501
Attn: Scott Foster
Facsimile No.: 541 - 857 - 1118
Either party may change its address for notices by giving at least fifteen (15) days'
advance written notice to the other.
14.2 Time of Essence. Except as otherwise specifically provided in this Agreement,
time is of the essence for each and every provision of this Agreement.
14.3 Invalidity of Provisions. If any provision of this Agreement, or any instrument to
be delivered by Purchaser at closing under this Agreement, is declared invalid or is unenforceable
for any reason, the provision will be deleted from the document and will not invalidate any other
provision contained in the document.
14.4 Neutral Construction. This Agreement has been negotiated with each party having
the opportunity to consult with legal counsel and will be construed without regard to which party
drafted all or part of this Agreement.
14.5 Captions. The captions of the sections and paragraphs in this Agreement are used
solely for convenience and are not intended to limit or otherwise modify the provisions of this
Agreement.
14.6 Waiver. The failure of either party at any time to require performance of any
provision of this Agreement will not limit the party's right to enforce the provision. Waiver of
any breach of any provision will not be a waiver of any succeeding breach of the provision or a
waiver of the provision itself or any other provision.
14.7 Subsequent Modifications. This Agreement and any of its terms may be changed,
waived, discharged, or terminated only by a written instrument signed by the party against whom
enforcement of the change, waiver, discharge, or termination is sought.
14.8 Saturdays, Sundays, and Legal Holidays. If the time for performance of any of the
terms, conditions, and provisions hereof falls on a Saturday, Sunday, or legal holiday, then the
time of the performance will be extended to the next business day thereafter.
14.9 Venue. In any action brought to interpret or enforce any of the provisions of this
Agreement, the venue will be in Jackson County, Oregon.
PURCHASE AND SALE AGREEMENT
Page 11 of22
--,----
14.10 Applicable Law. This Agreement will be construed, applied, and enforced in
accordance with the laws of the state of Oregon. All sums referred to in this Agreement will be
calculated by and payable in the lawful currency of the United States.
14.11 Entire Agreement. This Agreement constitutes the entire agreement of the parties
with respect to the Property and supersedes and replaces all written and oral agreements
previously Il1.ade or existing between the parties.
14.12 No Offer. By providing an unexecuted copy of this Agreement to any person,
neither party is deemed to have made an offer to sell or purchase or otherwise indicated its
willingness to enter into any transaction with respect to the Property, and this Agreement will not
be binding on any party unless and until it has been fully executed and delivered by Seller and
Purchaser.
14.13 No Recording. Neither this Agreement nor any memorandum or short form
thereof may be recorded.
14.14 Counterparts. This Agreement may be executed simultaneously or in
counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same contract.
14.15 Facsimile Copies. Either party may rely on facsimile copies of this Agreement to
the same extent as the originals.
14.16 Statutory Warning (ORS 93.040(2)). 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 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 ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11,
CHAPTER 424, OREGON LAWS 2007. 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 THAT THE UNIT OF LAND BEING TRANSFERRED IS A LA WFULL Y
ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY
THE APPROVED USES OF THE LOT OR PARCEL, TO VERIFY THE EXISTENCE OF
FIRE PROTECTION FOR STRUCTURES AND TO INQUIRE ABOUT THE RIGHTS OF
NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300, 195.301 AND
195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007.
[THE PROPERTY DESCRIBED IN THIS INSTRUMENT IS SUBJECT TO SPECIAL
ASSESSMENT UNDER ORS 358.505. ORS 358.515 REQUIRES NOTIFICATION TO THE
STATE HISTORIC PRESERVATION OFFICER OF SALE OR TRANSFER OF THIS
PROPERTY.]
PURCHASE AND SALE AGREEMENT
Page 12 of22
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above written.
DRRAM:
D.R.R. Asset Management, Inc.
A California orporation
By:
Printed Name: Randall C. Luce
Its: President
Date Executed: ~. 8 i 2./:t)!J
CITY:
HAlC:
~~~
By:
Printed Name: S-GO~ F-o~ 1"E.L
Its: t:, 'i Ii!. (...Un ~ I) I ~ c:..:rv lL-
Date Executed: ' 1-(?, / ?-OOA
t
PURCHASE AND SALE AGREEMENT
Page 13 of22
STATE OF CALIFORNIA )
) ss
County of Orange )
The regoin in trumen~ was acknowledged before me this ~'tIJ day of:Z):;c~_.!er, 2008,
by ~ (]. AA/ c.e..., a t Member and authorized agent of DRRAM Ashland
Limited Partn s "MARYELLEN LA CASTO" '-hZ ~ A ;/ /1_ _~ . J. ~ ~
.. CQIIM..1733402. T"'{~~~
I ~'=t~ g Notary Public for California ..
J"' . ee-. -- ""a.t I My Commission Expires: tJ..,eM:I ~t71 tf/.. 0 1/
..... J .... ,.. ,.. .J ... ,.. ..... .... ..... ..... ... I certify under PENALTY OF PERJURY under the laws
STATE OF OREGON ) of the State of California that the foregoing
)ss paragraph is true and correct.
County of Jackson )
The foregoing instrument was acknowledged before me this ~y of Novrmhtr , 2008, by John
Morrison, as the Mayor and authorized t of the City Q.f Ashland, Oregon, on behalf of said City.
oiary Public for Or on
My Commission Expires: ~O
Approved as to Form:
. OFFICIAL SEAL
DIANA R. SHIPLET
NOTARY PUBLIC-OREGON
COMMISSION NO. 405584
MY COMMISSION EXPIRES MAY 2, 2010
STATE OF OREGON )
) ss
County of Jackson )
The fore~in~ instrument was acknowledged before me this -3-- day ofO~\V\ \Je( , 2008, by
~~n\\ to=:;'\e:~ , as the authorized agent of the Housing Authority of Jackson County, on behalf
of said Authority. \
Approved as to Form:
. OFFICIAL SEAL
z. GRACIAIIO
NOTARY PUaIC.QRIGON
tom.n.... NO. 424400
.. __DIe. ....
aSB
Attorney for HAJC
PURCHASE AND SALE AGREEMENT
Page 14 of22
EXHIBIT A
Description of Clay Street Property
Beginning at a point on line between the Southeast Quarter of the Southwest Quarter, and the
Southwest Quarter of the Southwest Quarter of Section 11, Township 39 South, Range 1 East of
the W.M., Jackson County, Oregon, 9.95 chains North of the Southeast comer of the Southwest
Quarter of the Southwest Quarter of said Section 11, thence North along said line, 9.95 chains,
thence North 890 1035' West 10.05 chains; thence South 9.95 chains, thence South 890 1035'
East 10.05 chains to the point of beginning. (Map No. 391E11C, Tax Lot 2500. Account No. 1-
011503-1, Code 5-08)
PURCHASE AND SALE AGREEMENT
Page 15 of22
EXHIBIT B
Description of City Property
Strawberry Residential Properties
Strawberry Lane Property 1
Real property in the County of Jackson, State of Oregon, described as follows:
PARCEL 1, AS SHOWN ON THE PARTITION PLAT FILED IN THE OFFICE OF THE JACKSON
COUNTY OREGON SURVEYOR AS NO. 18559, AND RECORDED AS PARTITION PLAT NO. P-01-
2005 OF "RECORD OF PARTITION PLATS" IN JACKSON COUNTY, OREGON.
Strawberry Lane Property 2
Real property in the County of Jackson, State of Oregon, described as follows:
PARCEL 3, AS SHOWN ON THE PARTITION PLAT FILED IN THE OFFICE OF THE JACKSON
COUNTY OREGON SURVEYOR AS NO. 18559, AND RECORDED AS PARTITION PLAT NO. P-01-
2005 OF "RECORD OF PARTITION PLATS" IN JACKSON COUNTY, OREGON.
PURCHASE AND SALE AGREEMENT
Page 16 of22
-----,----- .
EXHIBIT C
Description of City Property
Lithia Parking Lot Property
Real property in the County of Jackson, State of Oregon, described as follows:
COMMENCING AT A FOUND 3/4 INCH IRON PIPE, 12 INCHES BELOW GROUND LEVEL AND SITUATED
AT THE CENTERUNE ANGLE POINT OF AN ALLEY (NOW NAMED WILL DODGE WAY), SAID PIPE BEARS
NORTH 18046' 02" WEST FOR A DISTANCE OF 1273.87 FEET FROM A FOUND BRONZE DISK SET IN A
CONCRETE POST AND BEING SITUATED AT THE SOUTHEAST CORNER OF DONATION LAND CLAIM NO.
40, TOWNSHIP 39 SOUTH, RANGE 1 EAST, WILLAMETIE MERIDIAN, JACKSON COUNlY, OREGON;
THENCE SOUTH 590 36' 08" EAST FOR A DISTANCE OF 90.27 FEET TO A 5/8 X 24 INCH IRON ROD
WITH AN ALUMINUM CAP SITUATED IN THE NORTHEASTERLY RIGHT OF WAY OF AN ALLEY (NOW
NAMED WILL DODGE WAY) AND BEING THE TRUE POINT OF BEGINNING; THENCE LEAVING SAID
ALLEY RIGHT OF WAY UNE, NORTH 340 10' 18" EAST ALONG THAT BOUNDARY UNE BY AGREEMENT
RECORDED AS DOCUMENT NO. 89-24011, OFACIAL RECORDS OF JACKSON COUNlY, OREGON, 63.90
FEET TO A 5/8 X 24 INCH IRON ROD WITH AN ALUMINUM CAP SITUATED IN THE SOUTHERLY RIGHT
OF WAY UNE OF LITHIA WAY; THENCE ALONG SAID RIGHT OF WAY LINE ALONG A CURVE TO THE
LEFT HAVING A RADIUS OF 1462.39 FEET AND AN ARC LENGfH OF 69.15 FEET BEING SUBTENDED BY
A CHORD OF SOUTH 640 39' 33" EAST FOR A DISTANCE OF 69.15 FEET TO A 5/8 X 24 INCH IRON ROD
WITH AN ALUMINUM CAP; THENCE CONTINUE ALONG SAID RIGHT OF WAY, SOUTH 660 00' 50" EAST
FOR A DISTANCE OF 29.87 FEET TO A 5/8 X 24 INCH IRON ROD WITH AN ALUMINUM CAP SITUATED
IN THE SOUTHEASTERLY BOUNDARY LINE OF THAT TRACT OF LAND AS SET FORTH IN VOLUME 254,
PAGE 64, JACKSON COUNlY, OREGON, DEED RECORDS, AND AS RE-SURVEYED AND SHOWN ON THAT
MAP OF SURVEY ALED AS NO. 11757 IN THE OFFICE OF THE JACKSON COUNlY SURVEYOR; THENCE
LEAVING SAID SOUTHERLY RIGHT OF WAY LINE, SOUTH 330 50' 29" WEST (DEED RECORD NORTH 340
EAST), ALONG THE SOUTHEASTERLY BOUNDARY LINE OF THAT TRACT OF LAND AS SET FORTH IN
VOLUME 254, PAGE 64, OF SAID DEED RECORDS, FOR A DISTANCE OF 79.86 FEET TO A 5/8 X 24 INCH
IRON ROD WITH AN ALUMINUM CAP SITUATED IN THE NORTHEASTERLY RIGHT OF WAY LINE OF AN
ALLEY (NOW NAMED WILL DODGE WAY); THENCE NORTH 550 47' 27" WEST ALONG SAID ALLEY RIGHT
OF WAY UNE FOR A DISTANCE OF 98.19 FEET TO THE POINT OF BEGINNING.
NOTE: This legal description was created prior to January 1, 2008.
Tax Parcel Number: 1-006536-2
PURCHASE AND SALE AGREEMENT
Page 17 of22
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EXHIBIT E
List of Property Documents
1. Real estate tax statements for the past three years and any correspondence with local
assessors in Seller's possession.
2. List of all significant recurring services costing an average of more than $1,000 per
month (include vendor, cost, and frequency).
3. Any environmental assessments or audits of the Property that are in Seller's possession or
under Seller's control.
4. Any engineering reports or studies of the Property that are in Seller's possession or under
Seller's control.
PURCHASE AND SALE AGREEMENT
Page 19 of22
EXHIBIT F
Statutory Warranty Deeds
F -I Clay Street
F-2 Strawberry Lots
F - 3 Lithia Parking Lot
[Form of Applicable Deed]
PURCHASE AND SALE AGREEMENT
Page 20 of 22
EXHIBIT G
HOME Program Disclosure
f~
~~
PHffDD (541) 779-5785
HOUSING AUTHORITY OF JACKSON
COUNTY
2251 TABLE ROCK ROAD
MEDFORD OR 97501
FAX (541) 857-1118/ FAX 779-4656
November ~, 2008
NOTICE OF DISCLOSURE TO SELLER
WITH PURCHASE OFFER
DRRAM Ashland, LP:
This is to inform you the Housing Authority of Jackson County wishes to purchase a four (4) acre
portion of the 10 acre property located at 380 Clay Street, Ashland, Oregon; a portion of391EIIC,
Tax Lot 2500, if a satisfactory agreement can be reached. The 4 acres is shown in substantial
conformity in Exhibit D of the Purchase and Sale Agreement between The City of Ashland, The Housing
Authority of Jackson County and DRRAM Ashland, LP. We are prepared to pay $320,000 per acre or
$1,280,000 for clear title to 4 acres of the property under the conditions described in the attached
proposed Purchase and Sales Agreement.
Because federal funds from the HOME Program may be used in a project on the 4 acres the Housing
Authority wishes to purchase, either for acquisition, rehabilitation, or new construction, we are required
to disclose to you the following information.
1. This agency does have the power of eminent domain. Your property will not be acquired
through condemnation. If negotiations fail to result in an amicable purchase agreement,
your property will not be acquired.
2. We are also required to inform you, in writing, of the fair market value of the property.
The estimated fair market value will be determined by a fee appraisal or other approved
means. You will be informed of the fair market value. At that time you may withdraw
from the transaction.
3. The HOME program requires that the purchase price be justifiable if not comparable to
the fair market value of the property. The use of HOME funds pertains to the 4 acre
portion of the 10 acres purchased by the Housing Authority of Jackson County.
4. Ifin addition to being the seller of the property, you occupy the property, you should be
aware that you will not be eligible for relocation assistance under the Uniform
PURCHASE AND SALE AGREEMENT
Page 21 of22
Relocation and Real Property Acquisition Policies Act of 1970, as amended. This
transaction is considered a voluntary arm's length transaction.
If you are willing to sell the property based on the above disclosures, please sign this letter and return it
to this agency within 10 days. It is also our understanding that no tenants are occupying the property. If
this is incorrect, please provide us with the names of the tenant-occupants of the property.
If you have any questions, please contact Betty McRoberts at 541-779-5785 Ext. 1023.
Scott Foster/ Executive Director/Housing Authority of Jackson County Date
.tio s of this purchas offer disS'Josure.~..... AA~ A
I~' -ii>Y /) f<J<.n .,.,,( ^
~~@~
Seller Date
PURCHASE AND SALE AGREEMENT Page 22 of22
II)~=
liU~~\\i"''Ji?(::ill"'')~ Aflll- ~,,'1T: I' ,""'i DO U I TI1i19
ll..\~~ \"i' jc..~~) : ~ l\~r.}tjll~,J~~ , .Jj:1t.,,\\, _. '~" )1~
D.R.R. Properties, Inc.
D.R.R. Asset Management, Inc.
D .R.R. Investments
D.R.R. Apartment Holdings
December 8, 2008
City of Ashland
Attn: Ali Brooks
Legal Department
20 East Main Street
Ashland, Oregon 97520
Re: Clay Street Purchase and Sale Agreement
Dear Ms. Brooks:
Per the request of Megan Thornton, please find two executed originals of the Clay Street
Purchase and Sale Agreement. The Purchase and Sale Agreement along with the City's
check for the deposit are to be given to First American Title Company.
c.
Randall C. Luce
Enclosures
cc: Doug Irvine, Jr.
Jack Davis
4100 NEWPORT PLACE, SUITE 400 · NEWPORT BEACH, CA 92660 · PHONE 949/809-3900 . FAX 949/252-0804