HomeMy WebLinkAboutCouncil Resolutions 1598 RESOLUTION NO. /S-'
A RESOLUTION APPROVING AN OFFER TO PURCHASE REAL PROPERTY LOCATED
SOUTH OF WEST PINE STREET ALONG GRIFFIN CREEK, CENTRAL POINT,JACKSON
COUNTY ASSESSOR'S MAP NO. 372W1OAC TAX LOT 1300 AND RECOMMENDING
APPROVAL OF A PURCHASE AND SALE AGREEMENT FOR SUCH REAL PROPERTY
RECITALS:
A. Oregon Revised Statue Chapter 271 authorizes the City of Central Point to enter
into financial agreements for the purpose of acquiring real or personal property
that the City Council deems necessary.
B. The City of Central Point City Council has deemed the purchase of that real
property located South of West Pine Street along Griffin Creek in Central Point,
Jackson County Assessor's Map No. 372W10AC Tax Lot 1300 in the best interest
of the City of Central Point in accordance with the goals established by the 2011
Hazard Mitigation Plan.
The City of Central Point resolves:
Section 1.The attached purchase and sale agreement for the acquisition of real
property located South of West Pine Street along Griffin Creek, Central Point,Jackson
County Assessor's Map No. 372W10AC Tax Lot 1300 (the "Property") is approved.
Section 2.The City Manager is hereby authorized, on behalf of the City and without
further action by the City Council,to make the offer to purchase the Property upon the
terms and conditions specified in the attached purchase and sale agreement which will
remain valid for a defined period, but shall become null and void if not executed by the
seller, on or before DC.--t-cam 3 L�Q L Q .
Section 3. The City Manager is hereby authorized, on behalf of the City and without
further action by the City Council,to execute the attached purchase and sale agreement
and to perform all necessary acts, sign all necessary documents, and complete any other
necessary matters in order to purchase the subject property.
U Passed by the Council and signed by me in authentication of its passage this
J IfVLday of September, 2019.
Mayor Hank Williams
ATTE:
ity Recorder
Res. No. ; September 12, 2019 Page 1
REAL ESTATE PURCHASE AND SALE AGREEMENT
DATE: , 2019
BETWEEN: Housing Authority of Jackson County, ("Seller")
2251 W Table Rock Road
Medford, Oregon 97501
AND: City of Central Point, Oregon ("Purchaser")
An Oregon municipal corporation
140 South Third Street
Central Point, Oregon 97502
RECITALS
A. Seller is the owner of certain real property located in Jackson County (City of
Central Point), Oregon, and commonly known as Township 37 South, Range 2 West, Section
10AC, Tax Lot 1300 ("the subject property"). The subject property is approximately 0.33 acres
in size, is undeveloped and is located within the designated FEMA floodway. A more particular
description of the subject property is as follows:
See Exhibit"A" attached hereto.
B. Seller desires to sell the subject property to Purchaser and Purchaser desires to purchase
the subject property from Seller.
AGREEMENT
In consideration of the mutual promises, covenants and undertakings of the parties herein
contained,the parties hereby agree as follows:
1. Recitals. The parties acknowledge and agree that the Recitals set forth above are
incorporated herein and deemed a material part of this Agreement.
2. Purchase Price. Seller agrees to sell and convey all of Seller's right, title and
interest in the subject property to Purchaser and Purchaser agrees to buy the subject property from
Seller for the sum of Six Thousand and No/100 Dollars($6,000.00)("the Purchase Price"). The
Purchase Price shall be paid in cash at Closing.
3. Title. Seller warrants and represents that Seller is the fee simple owner of the
subject property and that Seller has the right and authority to convey the subject property to
Purchaser free and clear of any other claims of title and subject only to encumbrances of record
PURCHASE AND SALE AGREEMENT
CENTRAL POINT,OREGON
Page 1 of 8
and such recurring assessments and liens for irrigation districts or other governmental or quasi-
governmental entities. Seller shall convey title to the subject property by Statutory Warranty Deed,
properly executed and notarized conveying title to Purchaser. Purchaser, at Purchaser's sole
expense, shall have the right to obtain a standard owner's title insurance policy and any desired
title insurance endorsements from First American Title Insurance Company located at 1225 Crater
Lake Avenue, Suite #101, Medford, Oregon, 97504 ("the Escrow Agent"). Upon complete
execution of this Agreement,Purchaser,at Purchaser's sole expense, shall order a preliminary title
report("Title Report") from the Escrow Agent with a copy of the Title Report being delivered to
both parties. Purchaser shall have 10 calendar days from the date of Purchaser's receipt of the
Title Report in order to notify Seller in writing of any exceptions unacceptable to Purchaser
("Objection Notice"). Seller shall notify Purchaser of its intent to remove or not to remove the
exceptions stated in the Objection Notice within 10 calendar days of Seller's receipt of the
Objection Notice. Purchaser shall have no obligation to close if the parties are unable to resolve
title issues concerning the subject property. Purchaser's failure to issue Seller the Objection Notice
within the time allowed will be deemed as Purchaser's acceptance of the exceptions to title set
forth in the Title Report.
4. Due Diligence Contingency. Purchaser's purchase of the subject property is
contingent upon Purchaser's inspection, review and approval of the physical condition of the
subject property, including, but not limited to, title matters, the physical and environmental
condition of the subject property, governmental regulations affecting the subject property, and all
matters that bind the subject property or will affect its use ("the Due Diligence Contingency").
Purchaser shall give written notice to Seller no later than 5:00 p.m. on the 15th day following the
date of this Agreement of Purchaser's intent to remove or not to remove the Due Diligence
Contingency. In the event no written notice is given to Seller within the time allowed, this
Agreement shall be deemed terminated and Seller shall promptly instruct Escrow Agent to refund
the Earnest Money to Purchaser.
5. Conditions of Access. Seller grants Purchaser access onto the subject property for
the limited purpose of allowing Purchaser to conduct inspections and prepare plans for the future
use of the subject property. In consideration for Seller providing Purchaser such access to the
subject property, Purchaser hereby agrees to indemnify and hold Seller harmless, including the
reasonable cost of Seller's legal defense, from any claim for personal injury, property damage or
any other action by Purchaser or Purchaser's contractors, agents and representatives relating to
any activities on the subject property by Purchaser, Purchaser's contractors, agents or
representatives.
6. As Is. Except as otherwise stated herein,the parties hereby acknowledge and agree
that this is an "AS IS" transaction and, except as otherwise expressly stated herein, Seller makes
no representations or warranties as to the condition of subject property,or its fitness for a particular
purpose.
7. Due Performance. Due performance of the terms, conditions, and agreements of
this Agreement to be performed by a party and the accuracy of the representations and warranties
of each as of the Closing Date is a condition to closing by the other party. Such performance shall
include,without limitation,execution and delivery in proper form of all of the documents required
PURCHASE AND SALE AGREEMENT
CENTRAL POINT,OREGON
Page 2 of 8
hereunder to be delivered on the Closing Date and the rendering of all other performances and
undertakings contemplated hereunder.
8. Closing. Closing shall occur on September 30,2019("Closing Date")at the offices
of the Escrow Agent.
9. Casualty and Condemnation.
9.1 Casualty or Condemnation. In the event of threatened or actual condemnation
of a material portion of the subject property prior to the Closing Date, at Purchaser's option,
Purchaser may elect to proceed with the purchase of the subject property or may terminate this
Agreement by written notice to Seller provided within ten (10) days after Purchaser's receipt of
written notice of the occurrence of such threatened or actual condemnation. In the event Purchaser
elects to terminate this Agreement,the Earnest Money Payment shall be refunded to Purchaser,
and neither party shall have any further rights, liabilities or obligations hereunder.
9.2 Election to Close. If Purchaser elects to proceed with the purchase of the subject
property despite a condemnation action, then upon Closing, all condemnation proceeds shall be
paid towards payment of the Purchase Price. The Purchase Price shall not be reduced, Purchaser
shall have no claim against Seller relating to such condemnation other than any claim relating to
the delivery of any condemnation proceeds and Purchaser shall acquire the subject property at
Closing in its then condition.
9.3 Risk of Loss. Except as otherwise provided herein,the risk of loss prior to Closing
rests with Seller.
10. Closing Provisions.
10.1 Closing. This purchase and sale transaction shall be closed on the Closing Date,
unless otherwise extended pursuant to mutual agreement of the parties,at the offices of the Escrow
Agent.
10.2 Funds and Documents.
10.2.1 Purchaser's Funds and Documents. On or before the Closing Date, Purchaser
shall cause to be delivered to the Escrow Agent, for delivery to Seller on the Closing Date, each
of the following:
(a) The sums specified in Section 2 herein,which sums are payable in cash, by
certified or cashier's check, wire transfer, or otherwise immediately available federal funds.
(b) All funds required of Purchaser by reason of the prorations and adjustments
described herein and the obligations of Purchaser for costs and expenses as set forth herein.
(c) All documents required pursuant to this Agreement, properly executed by
Purchaser.
PURCHASE AND SALE AGREEMENT
CENTRAL POINT,OREGON
Page 3 of 8
10.2.2 Seller's Documents. On or before the Closing Date, Seller shall cause to be
delivered to the Escrow Agent, for delivery to Purchaser on the Closing Date, each of the
following:
(a) Any funds necessary to satisfy Seller's obligations arising from the
prorations and adjustments described herein and for costs and expenses as set forth herein, if any.
(b) All documents required pursuant to this Agreement, properly executed by
Seller.
10.3 Adjustments and Prorations on Closing. Seller and Purchaser understand that
certain may need to be prorated among the parties at Closing including,but not limited to recurring
assessments, if any.
10.4 Costs of Closing.
10.4.1 Seller's Costs and Expenses. At Closing, Seller shall pay (i) one-half(2) of the
Escrow Agent's fee;(ii)all recording and miscellaneous charges customarily attributable to a Seller
in similar transactions; and (iii) attorney fees incurred by Seller with respect to negotiating this
Agreement, if any.
10.4.2 Purchaser's Costs and Expenses. At Closing,Purchaser shall pay(i)one-half(2)
of the Escrow Agent's Fee; (ii) any premium for the standard title insurance policy and title
insurance endorsements desired by Purchaser; (iii) all recording and miscellaneous charges
customarily attributable to purchasers in similar transactions; and (iv) all attorneys' fees incurred
by Purchaser with respect to negotiating this Agreement, if any.
11. Remedies.
11.1 Seller's Breach. If Seller breaches this Agreement or fails to close the sale
contemplated hereby through no fault of Purchaser, Purchaser shall be entitled to DAMAGES,
SPECIFIC PERFORMANCE OR OTHER INJUNCTIVE OR EQUITABLE RELIEF.
11.2 Purchaser's Breach. If Purchaser breaches this Agreement and fails to close the
sale contemplated hereby through no fault of Seller, Purchaser shall promptly pay Seller the sum
of Five Hundred and No/100 Dollars ($500.00), which the parties estimate to be Seller's
transactional costs for the contemplated sale of the subject property.
12. Miscellaneous Provisions.
12.1 Assignment. The parties' rights and obligations under this Agreement shall not be
assigned to any third party without the other party's prior written consent.
12.2 Possession. Purchaser shall be entitled to possession of the subject property on the
Closing Date.
PURCHASE AND SALE AGREEMENT
CENTRAL POINT,OREGON
Page 4 of 8
12.3 Council/Board Approval. The parties acknowledge and agree that the closing of
this transaction is contingent upon approval by the City of Central Point City Council ("the
Council") and the Board of Directors of the Housing Authority of Jackson County ("the Board").
Purchaser shall act promptly in obtaining the necessary authorization from the Council and Seller
shall act promptly in obtaining the necessary authorization from the Board. In the event the Board
or Council fails to provide the appropriate authorization, the party lacking the necessary
authorization shall promptly notify the other party in writing of the lack of authorization to close
this transaction. In such event,this Agreement shall terminate without notice and be of no further
force or effect.
12.4 Brokerage Fees. No real estate brokerage fee or commission is owing in
conjunction with this transaction.
12.5 Attorneys' Fees. In any proceeding brought to enforce this Agreement or to
determine the rights of the parties under this Agreement, the prevailing party shall be entitled to
collect, in addition to any judgment awarded by a court, its reasonable attorney fees incurred, and
all costs and expenses incurred in connection with such a lawsuit,including attorney fees,expenses
of litigation, and costs of appeal.For purposes of this Agreement,the prevailing party shall be that
party in whose favor final judgment is rendered or who substantially prevails, if both parties are
awarded judgment. The term"proceeding" shall mean and include arbitration, administrative,
bankruptcy, and judicial proceedings including appeals.
12.6 Notices. Notices under this Agreement shall be in writing and shall be effective
when actually delivered by hand delivery,electronic correspondence or United States mail directed
to the other party at the address set forth below, or to such other address as the party may indicate
by written notice to the other:
Seller:
Housing Authority
c/o Dianna Berry
2251 W Table Rock Road
Medford, Oregon 97501
dianna@haic.net
Purchaser:
City of Central Point
c/o Matt Samitore
140 South Third Street
Central Point, Oregon 97502-2216
matt.samitore@centralDointorecon.uov
and
Daniel O'Connor
O'Connor Law, LLC
670 G Street, Suite B,
PURCHASE AND SALE AGREEMENT
CENTRAL POINT,OREGON
Page 5 of 8
Jacksonville, Oregon 97530
danona,oconnorlawaroun.net
12.7 Amendment. This Agreement may be amended only by written instrument
executed by Seller and Purchaser.
12.8 Representations and Warranties. All representations and warranties made herein
shall survive Closing.
12.9 Entire Understanding. This Agreement, and the documents incorporated herein,
consists of the entire Agreement between the parties with relation to the conveyance of the subject
property.
12.10 Time of Essence. Time is of the essence of this Agreement.
12.11 Applicable law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Oregon.
12.12 Counterparts. This Agreement may be executed by the parties in separate
counterparts. For the purposes of this Agreement, a facsimile or electronic copy of a signature
shall have the same force and effect as an original signature.
12.13 Statutory Disclaimer.
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, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON
LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010.
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 LAWFULLY
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, SECTIONS 2 TO
PURCHASE AND SALE AGREEMENT
CENTRAL POINT,OREGON
Page 6 of 8
9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7,
CHAPTER 8, OREGON LAWS 2010.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set
forth below.
SELLER:
HOUSING AUTHORITY OF
JACKSON COUNTY:
Date: , 2019
By:
Its:
PURCHASER:
CITY OF CENTRAL POINT:
Date: . 2019
By:
Its:
PURCHASE AND SALE AGREEMENT
CENTRAL POINT,OREGON
Page 7 of 8
EXHIBIT "A"
Beginning at the South Southwest corner of Donation Laid Osim No.53,Towruhlp 37 Sauthi,
Range 2 Went of the WNlememe Meriden,Moon County,Oregon;;thence Norther 55'50"
East 24.11 feet to a 1-1/4 inch Non pipe being the Southwest caner of that tract of land
dowered in Qubdelm Deed recorded In Volume 347, Page 221,3sdoron County,Oregon,Deed
Record thence North 0.29"SW But,along the Wear line of said thea&tante of 175.19 feet
to the centerline of Griffin thence along the centerline of sold Oreek North 51°33'40"
Wiest;91.99 feat to an angle paint an the East lime of trot 5,Block 2,CENTRAL VALLEY
SUBDMSION,as sold Subdivision le nscasfed in Pat Records of Adman County,Oregon;thence
along the Easterly line d Flock 2,old Seib kion,South 0°01'lest 232.39 fleet to e=note
monument, being the NMI point ofC!N1'RAL VALLEY SUDOIVISION,thence South 89'59'30"
East,46.35 Beet to the point of bdgirwhirg.
PURCHASE AND SALE AGREEMENT
CENTRAL POINT,OREGON
Page 8 of 8
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