HomeMy WebLinkAboutProperty Exchange Agreement Bear Creek Greenway TL 501 PROPERTY EXCHANGE AGREEMENT
Bear Creek Greenway
Tax Lot 501
DATE: I 07 , 2022
BETWEEN: City of Central Point,Oregon ("Central Point")
140 S 3rd Street
Central Point, Oregon 97502
AND: City of Medford,Oregon ("Medford")
411 West 8th Street
Medford,Oregon 97501
RECITALS
A. Medford is the owner of certain real property located in Jackson County, Oregon,
and commonly known as Township 37 South, Range 2 West, Section 12B, Tax Lot 501 ("the
subject property"), a more particular description of the subject property is attached hereto as
Exhibit A. The subject property is approximately 2.55 acres in size and is undeveloped.
B. Medford desires to convey the subject property to Central Point pursuant to the
terns and conditions of this Agreement ("the subject property") to allow for the efficient
management and maintenance of the Bear Creek Greenway by both Central Point and Medford.
The Bear Creek Greenway("the Greenway")includes Bear Creek, its adjacent riparian area and a
20-mile, paved, multi-use trail that links the cities of Ashland, Talent, Phoenix, Medford and
Central Point. The subject property is located within the Greenway.
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. Consideration. The parties acknowledge and agree that the consideration for this
Agreement is as follows: (a) Central Point shall be responsible for the management and
maintenance of the subject property upon Closing; and (b) Medford shall have no further
management and maintenance obligations concerning the subject property post-Closing.
Notwithstanding the foregoing, the parties acknowledge and agree that Central Point shall not be
excluded from any funding opportunities from any source relating to the Greenway,including but
not limited to funding for maintenance or capital improvement projects, because of this
Agreement. In particular, Medford shall cooperate with Central Point for inclusion in Greenway
Page 1 —Medford/Central Point: Tax Lot 501
funding mechanisms such as creation of a Greenway taxing district, grant funding or other
agreements.
3. Title. Medford warrants and represents that Medford is the fee simple owner of
the subject property and that it has the right and authority to convey the subject property to Central
Point free and clear of any other claims of title and subject only to encumbrances of record.
Medford shall convey title to the subject property by statutory bargain and sale deed in the form
attached hereto as Exhibit B, properly executed and notarized conveying title to Central Point.
Central Point, at Central Point's sole expense, shall obtain title insurance policies 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,Central Point,
at Central Point's sole expense, shall order a preliminary title report ("Title Report") from the
Escrow Agent with copies of the Title Report being delivered to all parties. Central Point shall
have 15 days from the date of Central Point's receipt of the Title Reports to notify Medford in
writing of any exceptions unacceptable to Central Point("Objection Notice"). Central Point shall
have no obligation to close on the subject property if the parties are unable to resolve title issues
concerning the subject property. Central Point's failure to issue an Objection Notice within the
time allowed will be deemed as Central Point's acceptance of the exceptions to title set forth in
the Title Report for the subject property.
4. 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,Medford makes
no representations or warranties as to the condition of the subject property, any improvements
thereon, if any,or their fitness for a particular purpose.
5. 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.
6. Closing. Closing shall occur on or before December 30,2022 ("Closing Date")at
the offices of the Escrow Agent.
7. Closing Provisions.
7.1 Closing. This purchase and sale transaction shall be closed on or before the Closing
Date, unless otherwise extended pursuant to mutual agreement of the parties, at the offices of the
Escrow Agent.
7.2 Funds and Documents.
7.2.1 Central Point's Funds and Documents. On or before the Closing Date, Central
Point shall cause to be delivered to the Escrow Agent on the Closing Date,each of the following:
Page 2—Medford/Central Point: Tax Lot 501
(a) All funds required of Central Point for costs and expenses as set forth
herein.
(b) All documents required pursuant to this Agreement, properly executed by
Central Point.
7.2.2 Medford Documents. On or before the Closing Date, Medford shall cause to be
delivered to the Escrow Agent on the Closing Date, all documents required pursuant to this
Agreement,properly executed.
7.3 Costs of Closing. Central Point, at Central Point's sole expense shall be
responsible for the following costs:(a)the Escrow Agent's fee;(b)all premiums for title insurance
policies; (c) all recording and miscellaneous charges imposed by the Escrow Agent; and (d) all
attorney fees incurred by Central Point with respect to preparing and negotiating this Agreement.
8. Council Approval. The parties acknowledge and agree that this Agreement is
subject to approval by the following: (a) City of Central Point City Council; and (b) City of
Medford City Council(collectively,"Governmental Approval"). In the event this Agreement does
not receive Governmental Approval, this Agreement shall terminate and be of no further force or
effect.
9. Miscellaneous Provisions.
9.1 Conflict of Interests. No member, official or employee of Central Point or
Medford shall make any decision relating to the Agreement which affects the member's,official's,
or employee's personal interests or the interests of any corporation, partnership, or association in
which member,official,or employee is directly or indirectly interested.
9.2 No Partnership. Nothing contained in this Agreement, or any acts of the parties
hereby shall be deemed or construed by the parties,or by any third person,to create the relationship
of principal and agent,or of partnership,or of joint venture,or any association between any of the
parties.
9.3 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:
Medford:
City of Medford
do Eric Mitton
City Attorney
411 West 8`h Street
Medford, Oregon 97501
eric.mitton(i.citvofinedford.orn
Page 3 —Medford/Central Point: Tax Lot 501
Central Point:
do Chris Clayton
City Manager
140 S 3`d Street
Central Point,Oregon 97502
chris.clavtonOcentraIno intoreaon.goy
and
Daniel O'Connor
O'Connor Law, LLC
670 G Street, Suite B
Jacksonville,Oregon 97530
dano(oconnorlawaro uD.net
9.4 Amendment. This Agreement may be amended only by written instrument
executed by the parties.
9.5 Representations and Warranties. All representations and warranties made herein
shall survive Closing.
9.6 Entire Understanding. This Agreement,and the documents incorporated herein,
consists of the entire Agreement between the parties with relation to the conveyance of the Tracts.
9.7 Time of Essence. Time is of the essence of this Agreement.
9.8 Applicable law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Oregon. Any action or suit to enforce or construe any provision of
this Agreement by any party shall be brought in the Circuit Court of the State of Oregon for Jackson
County.
9.9 Counterparts. This Agreement may be executed by the parties in separate
counterparts,which together shall constitute one instrument. 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.
9.10 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
Page 4—Medford/Central Point: Tax Lot 501
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.
CITY OF MEDFORD:
Date: 10 — V .2022
By: r )� .S (-1V
Its:
CITY OF CENTRAL POINT:
Date: 9' ,2022 ( ?L
By: 1 Ckt °iron
Its: /'1 iflc tA'e a
V
OFFICIAL STAMP
RACHEL ANN NEUENSCNWANDER
NOTARY PUBLIC-OREGON
COMMISSION NO. 1009951
NY COIAAISSION EXPIRES APRIL OI,2025
1,2G2c
Page 5 —Medford/Central Point:Tax Lot 501
EXHIBIT A
A tract or parcel of land situated in Donation Land Claim No. 58, Township 37 South, Range 2
West, Willamette Meridian, Jackson County, Oregon and being more fully described as follows:
Commencing at the Northeast corner of Donation Land Claim No. 58, in the above mentioned
Township and Range;thence along the North line of said Donation Land Claim North 89°51'06"
West 451.05 feet to the Easterly right of way line of the County Road(Table Rock Road);thence
South 00° 02' 02" West along the Easterly right of way line of said County Road 712.73 feet;
thence South 89° 59' 02" West 784.00 feet; thence South 32° 30' 58" East 300.00 feet; thence
South 00°00'58" East 346.30 feet;thence South 89°59'02"west 992.90 feet to the Northeasterly
right of way line of Interstate Highway No. 5; thence North 42° 02' 38" West, along the
Northeasterly right of way line of Interstate Highway No. 5, 354.90 feet for the true point of
beginning;thence continuing North 42°02' 38"West along the Northeasterly right of way line of
said State Highway 238.50 feet; thence North 80° 58' 02" East parallel with and 50.00 feet
Northwesterly when measured at right angles to the centerline of the proposed City of Medford
Water line, 545.41 feet to an intersection with the Southwesterly boundary line of that tract
recorded in Deed Record,Volume 229, Page 159, Jackson County, Oregon; thence South 39° 21'
58" East,along the Southwesterly boundary line of said tract 231.72 feet;thence South 80° 58'02"
West 532.50 feet to the true point of beginning.
•
Page 6—Medford/Central Point: Tax Lot 501