HomeMy WebLinkAboutCouncil Resolutions 1702 RESOLUTION NO. 17 Da
A RESOLUTION DECLARING CERTAIN REAL PROPERTY LOCATED AT 123 N. 2ND
STREET, CENTRAL POINT SURPLUS AND AUTHORIZING THE SALE OF SUCH
PROPERTY TO ROGUE VALLEY COUNCIL OF GOVERNMENTS
Recitals:
A. The City of Central Point owns certain real property consisting of a 3,100 square foot
commercial/civic building located on .18 acres, which has been operated as the Central
Point Senior Center more particularly described as Map No. 37-2W-03DD Tax Lot 7200
(the "Property").
B. The Rogue Valley Council of Governments operates meal programs for seniors and
desires to purchase the Property from the City to operate its senior meals programs
from the Property.
C. The City has no other reasonable use for the Property.
D. The City has determined that no public purpose would be furthered by retaining
ownership of the above Property and that it would be in the best interest of the City to
declare the Property surplus and sell the Property to RVCOG for its appraised value
pursuant to its authority to sell such surplus property under Central Point Municipal
Code 2.40.120.A.1.
The City of Central Point resolves as follows:
Section 1.The Property is declared to be surplus.
Section 2. The Property shall be sold to RVCOG at its appraised value.
Section 3. The City Manager is authorized to enter into that Real Estate Purchase and Sale
Agreement attached hereto and to take any other steps necessary to effectuate the terms of
this Resolution and to close on the sale of the Property as provided in the attached agreement.
Passed by the Council and signed by me in authentication of its passage this / 4 day
of April 2022.
Mayor Hank Williams
ATTES
City Recorder
Res.No. L 70a;April 14,2022 Page 1
REAL ESTATE PURCHASE AND SALE AGREEMENT
DATE: , 2022 (date of last signature)
BETWEEN: City of Central Point, Oregon ("Seller")
An Oregon municipal corporation
140 South Third Street
Central Point, Oregon 97502-2216
AND: Rogue Valley Council of Governments ("Purchaser")
P.O. Box 3275
Central Point, Oregon 97502
RECITALS
A. Seller is the owner of certain real property located at 123 N. 2nd Street, Central
Point, Jackson County, Oregon, and commonly known as Map No. 37-2W-03DD Tax Lot
7200 ("the subject property"). The subject property is approximately .18 acres in size
and is developed with a 3100 square foot(GBA) commercial/civic building. A more
particular description of the subject property is as follows:
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 Three Hundred Seventy-Five Thousand and No/100 Dollars
($375,000.00) ("the Purchase Price").
2.1 The Purchase Price shall be paid in cash at Closing.
Purchase and Sale Agreement
Page 1 of 7
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 and such recurring assessments and liens for real property taxes,
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. Seller, at Seller's sole expense, shall provide Purchaser with a
standard owner's title insurance policy in the amount of the Purchase Price from Ticor Title
Insurance located at 1555 East McAndrews Road, Suite #100, Medford, Oregon, 97504
("the Escrow Agent"). Purchaser, at Purchaser's sole expense, shall have the right to
instruct the Escrow Agent to issue additional title insurance endorsements desired by
Purchaser. Upon complete execution of this Agreement, Seller, at Seller'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 Purchaser. Purchaser shall have 15 business 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 business days of Sellers 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 Purchasers 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, an appraisal, 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 provide Seller prior written notice of any
intended physical testing to be conducted on the subject property. In the event of physical testing
conducted on the subject property, Purchaser,at Purchaser's sole expense, shall cause the subject
property to be restored to its original condition unless such requirement is waived in writing by
Seller. Purchaser shall give written notice to Seller no later than 5:00 p.m. on the 30th 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 Due Diligence
Period to remove the Due Diligence Contingency, the Due Diligence Contingency shall be
deemed waived by Purchaser. In the event Purchaser elects not to remove the Due Diligence
Contingency in accordance with this Section,this Agreement shall be deemed terminated without
further notice to the parties.
5. City Council Contingency. The sale of the subject property is contingent
upon the Central Point City Council's approval of this transaction. In the event the City
Council Contingency is not met prior to Closing, this Agreement shall be deemed terminated.
6. Conditions of Access. Purchaser and its agents must have full access for the
purpose of conducting Purchaser's inspections and satisfying other contingencies described
herein. Purchaser agrees to indemnify and hold Seller harmless from all loss, damage, or
Purchase and Sale Agreement
Page 2 of 7
liability caused as a result of Purchaser or Purchaser's agents' access to the Property under this
Section 6, which obligations shall survive any termination of this Agreement or Purchaser's
completion of the purchase of the Property. Purchaser shall not conduct any invasive testing of
the Property (e.g., Phase II environmental testing) without Seller's prior written consent, which
shall not be unreasonably withheld, conditioned, or delayed.
7. 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.
8. 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 hereunder to be delivered on the Closing Date
and the rendering of all other performances and undertakings contemplated hereunder.
9. Closing Date. Closing shall occur no more than thirty (30) days following the
completion of the Due Diligence period ("Closing Date") at the offices of the Escrow Agent.
The terms closed, closing or closing date mean when the deed is recorded, and funds are
available to Seller.
10. Casualty and Condemnation.
10.1 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, and neither party shall
have any further rights, liabilities or obligations hereunder.
10.2 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.
10.3 Risk of Loss. Except as otherwise provided herein,the risk of loss prior to
Closing rests with Seller.
11. Closing Provisions.
Purchase and Sale Agreement
Page 3 of 7
11.1 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.
11.2 Funds and Documents.
11.2.1 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 sum 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.
11.2.2 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.
11.3 Adjustments and Prorations on Closing. Seller and Purchaser understand
that certain items will need to be prorated among the parties at Closing including, but not
limited to real property taxes, if any. Real estate taxes payable for the current year, if any, shall
be prorated on the Closing Date between the Seller and the Purchaser.
11.4 Costs of Closing.
11.4.1 Seller's Costs and Expenses. At Closing, Seller shall pay (i) one-half of the
Escrow Agent's fee; (ii)the premium for an Owner's standard title insurance policy in the
amount of the Purchase Price; (iii) all recording and miscellaneous charges customarily
attributable to a Seller in similar transactions; and (iv) attorney fees incurred by Seller with
respect to negotiating this Agreement, if any.
11.4.2 Purchaser's Costs and Expenses. At Closing, Purchaser shall pay (i) one-
half of the Escrow Agent's Fee; (ii) any premium for additional title insurance
endorsements desired by Purchaser over and above those provided by a standard title
insurance policy (iii) all recording and miscellaneous charges customarily attributable to
Purchase and Sale Agreement
Page 4 of 7
purchasers in similar transactions; and (iv) all attorneys' fees incurred by Purchaser with
respect to negotiating this Agreement, if any.
12. Remedies.
12.1 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.
12.2 Purchaser's Breach. If Purchaser breaches this Agreement and fails to close
the sale contemplated hereby through no fault of Seller, Seller shall be entitled to
DAMAGES, SPECIFIC PERFORMANCE OR OTHER INJUNCTIVE OR EQUITABLE
RELIEF.
13. Brokerage Fees. No real estate brokerage fee or commission is owing
in conjunction with this transaction.
14. Miscellaneous Provisions.
14.1 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.
14.2 Possession. Purchaser shall be entitled to possession of the subject property on
the Closing Date.
14.3 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 prevails,
if both parties are awarded judgment. The term "proceeding" shall mean and include
arbitration, administrative, bankruptcy, and judicial proceedings including appeals.
14.4 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:
City of Central Point
c/o Chris Clayton
140 South Third Street
Central Point, Oregon 97502-2216
chris.clavtonncentralpointoregon.gov
Purchase and Sale Agreement
Page 5of7
and
Sydnee B. Dreyer
Jarvis, Dreyer, Glatte, Larsen & Bunick, LLP
823 Alder Creek Drive,
Medford, Oregon 97504-8900
sbdmedfordIaw.net
Purchaser:
Rogue Valley Council of Governments
c/o Ann Marie Alfrey
P.O. Box 3275
Central Point, Oregon 97502
amalfrevl c rvcog.org
and
Douglas M. McGeary
Attorney at Law
2 N. Oakdale Ave.
Medford, OR 97501
doug udoutaasmmcgearv.com
14.5 Amendment. This Agreement may be amended only by written
instrument executed by Seller and Purchaser.
14.6 Representations and Warranties. All representations and warranties made
herein shall survive Closing.
14.7 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.
14.8 Time of Essence. Time is of the essence of this Agreement.
14.9 Applicable law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Oregon.
14.10 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.
14.11 Statutory
Disclaimer.
THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY
NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING
Purchase and Sale Agreement
Page 6 of 7
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 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: PURCHASER:
CITY OF CENTRAL POINT ROGUE VALLEY COUNCIL OF
GOVERNMENTS
Date: . 2022 Date: , 2022
By: Chris Clayton, City Manager By: Ann Marie Alfrey, Executive Director
Purchase and Sale Agreement
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