Res. 2109 - 294 Oak Street Purchase and Sale agreement and Escrow Instructions COUNCIL BILL NO. 3049
RESOLUTION NO. 2109
A RESOLUTION AUTHORIZING THE PURCHASE OF PROPERTY LOCATED AT 294 OAK
STREET AND AUTHORIZING THE CITY ADMINISTRATOR TO EXECUTE A PURCHASE AND
SALE AGREEMENT AND ESCROW INSTRUCTIONS
WHEREAS, on January 23, 2017 the City Council authorized staff to update
plans to expand the Aquatic Center for the purpose of adding community center
facilities; and
WHEREAS, the acquisition of the property at 294 Oak St will enhance the
City's ability to expand the Aquatic Center for the purpose of developing a
community center; and
WHEREAS, during the 2017 Oregon Legislative Session, the State of Oregon
awarded $1 Million in Lottery Bond Financing to the City of Woodburn for the
purpose of furthering the City's efforts to develop a community center; and
WHEREAS, the State of Oregon has authorized the use of lottery bond funds
to reimburse the City for the purchase of property at 294 Oak St; and
WHEREAS, the City Council has determined that purchasing the property of
294 Oak St is in the best interest of City; NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. That the City of Woodburn enter into a Purchase and Sale
Agreement and Escrow Instructions, a copy of which is affixed hereto as
Attachment "A" and by this reference incorporated herein, with Craig and
Kathleen Yaw for the purchase of property located at 294 Oak St.
Section 2. That the City Administrator is authorized to sign said Aqreemenf
on behalf of the City.
Approved as to form:
City Attorneyqa-at—ter
Approv�,�d:
kqth ryI4 F i g I y, m yor(,_.__�
Passed by the Council I
Page 1 - COUNCIL BILL NO. 3049
RESOLUTION C. 2109
Submitted to the Mayor Ile 1
Approved by the Mayor j
Filed in the Office of the Recorder
ATTEST:
Feather Pierson, City Recorder
City of Woodburn Oregon
Page 2- COUNCIL BILL NO. 3049
RESOLUTION NO. 2109
Attachment A
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PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
("Agreement") is entered into by and between the CITY OF WOODBURN, an Oregon municipal
corporation(`Buyer"),and CRAIG YAW AND KATHLEEN YAW,individuals as tenants by the
entirety("Seller").
WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from Seller
certain real property commonly known as 294 Oak Street, Woodburn, Marion County, Oregon,
legally described in Exhibit A,
NOW,THEREFORE, the Parties agree as follows:
AGREEMENT
1. Purchase and Sale, Price, and Payment.
1.1. Purchase and Sale. For and in consideration of the Purchase Price (as defined in
Section 1.2)and the mutual promises,covenants,representations,and warranties contained
in this Agreement, Seller shall sell and convey, and the Buyer shall purchase the real
property,together with all buildings,fixtures,and improvements,located at 294 Oak Street,
Woodburn, Marion County, Oregon, legally described in Exhibit A(the"Property").
1.2. Purchase Price. Buyer shall pay the Seller the amount of Two Hundred Ten
Thousand and No/100th Dollars ($210,000) as consideration for purchase of the Property
(the"Purchase Price").
1.3. Pa .trent. The Purchase Price shall be payable by the Buyer as follows:
1.3.1 Initial Deposit/Earnest Money. Within two (2) business days of execution
of this Agreement, Buyer shall deposit the sum of Ten Thousand and No/100th
Dollars ($10,000) ("Initial Deposit") into Escrow with First American Title
Company("Escrow Agent").
The Initial Deposit will be returnable to the Buyer,if,on or before the Closing Date
(as defined in Section 2.2.1),the Buyer provides written notice to the Seller that the
Buyer has determined not to go forward with the purchase of the Property, and in
such case,this Agreement terminates and will have no further force or effect.Upon
written notice of termination, the Escrow Agent shall be instructed to immediately
release the Initial Deposit made by Buyer and return it to Buyer.
1.3.2. Remainder Payiner�t. On or before the Closing Date (as defined in Section
2.2.1), Buyer shall pay the sum of the Purchase Price, less the Initial Deposit
amount, to the Seller.
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Attachment A
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2. Escrow and Closing.
2.1. Opening of Escrow. Buyer shall open an escrow at the offices of First American
Title Company at 681 Glatt Circle, Woodburn, Oregon. Upon mutual execution of this
Agreement, Buyer and Seller shall deliver a fully executed copy of this Agreement to
Escrow Agent. Buyer and Seller shall share the cost of the escrow equally, per standard
escrow protocol.
2.2. Closin .
2.2.1 Closing Date. The consummation of the purchase and sale of the Property
(the"Closing")will occur within 10 days after satisfaction or waiver of the Buyer's
conditions to Closing set forth in Section 3.1 below, and no later than December 8,
2017. The term "Closing Date" means the date of Closing. The Closing will be
conducted through escrow with the Title Company (it being the intention of the
Parties that all closing documentation and funds will be delivered to the Escrow
Agent).
2.2.2 Seller's Closing Obligations. At the Closing, Seller shall:
i. Execute, acknowledge and deliver a Statutory Warranty Deed for the
Property subject only to the Permitted Exceptions and such other
agreements,documents and instruments as maybe necessary to transfer,
convey and assign the Property to Buyer;
ii. Deliver to Buyer, pursuant to Section 1445 of the Internal Revenue
Code of 1986, as amended, a non-foreign affidavit, stating that Seller is
not a foreign person and providing Seller's United States taxpayer
identification number; and
iii. Deliver to Buyer such other instruments or documents as may be
required pursuant to the provisions hereof or as mutually agreed by
counsel for Seller and Buyer to be necessary to fully consummate the
transaction contemplated hereby.
2.2.3. Buyer's Closing Obligations. At the Closing,Buyer shall:
i. Deliver to Seller cash or immediately available funds for the remainder
of the Purchase Price; and
ii. Deliver to Seller such other instruments or documents as may be
required pursuant to the terms hereof or mutually agreed by counsel for
Seller and Buyer to be necessary to fully consummate the transaction
contemplated hereby.
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Attachment A
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3. Conditions to Closing,
3.1. Buyer's Conditions to Closing.Close of Escrow and Buyer's obligation to purchase
the Property pursuant to this Agreement are subject to the satisfaction of the following
conditions at or prior to the Closing:
3.1.1. Title. By the Closing Date, Seller shall provide Buyer with marketable title
to Property free and clear of liens except for non-delinquent bonds and taxes,
zoning ordinances, building and use restrictions, easements of record which affect
the Property, covenants, and conditions and restrictions of record.
3.1.2. Title Insurance. By the Closing Date, Buyer should be able to attain from
the Escrow Agent a policy of title insurance in the full amount of the Purchase
Price, showing good and marketable title vested in the Buyer, subject only to such
exceptions to title as have been approved by Buyer prior to the Closing Date,
3.1.3. Condition of the ,Propem. The Property has not been affected by any
development, building, construction, fire, flood, or moratoria prior the Closing
Date.
If any of the conditions to Buyer's obligations set forth above fail to occur at or before the
Closing Date through no fault of Buyer, then Buyer may cancel the Escrow, terminate this
Agreement, and recover any amounts,including the Initial Deposit and any interest earned
thereon,paid by Buyer to the Escrow Agent toward the Purchase Price,Escrow Agent shall
immediately release the deposit to Buyer without further instruction from Seller.
3.2. Seller's Conditions to Closing. Close of Escrow and Seller's obligation to sell the
Property pursuant to this Agreement, are subject to the satisfaction by Seller of Buyer's
obligations under this Agreement, including, but not limited to, Buyer's obligation to
deliver cash for the Purchase Price on or before the Closing Date. if Buyer has failed to
fulfill its obligations under this Agreement, at or before the Closing Date,through no fault
of Seller, then Seller may cancel the Escrow, terminate this Agreement, and recover any
documents delivered to the Escrow Agent pursuant to this Agreement. Escrow Agent shall
immediately release the deposit to Seller without further instruction from Buyer.
4. Taxes and Liens.
4.1. Current Tax Year. Any ad valorem real and personal property taxes and any
governmental or other assessments levied against the Property for the current tax year
(2017-2018)will be prorated between Seller and Buyer as of the Closing Date. Seller shall
not be responsible for the payment of any taxes and assessments that are levied against the
Property after the Closing Date.
4.2. Delin went Tax Years. All taxes and assessments and other governmental or quasi-
governmental levies of any bind which are due and/or owing for years prior to the current
2017-2018 tax year, the non-payment of which affects the property or any part thereof, or
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Attachment A
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the Buyer's title thereto or in any way imposes any liability on the Buyer, shall be paid by
Seller,prior to or at the time of Closing, together with all interest and penalties thereon.
The Seller authorizes the Escrow Agent to pay out of the Purchase Price proceeds sums
equal to Seller's encumbrances on the Property, including delinquent tax amounts and
interest and penalties thereon, on or before the Closing Date.
5. Representations and Warranties.
5.1. Title Covenant. Seller represents and warrants that Seller is the sole owner of fee
title to the Property, free of all liens and encumbrances, and will defend such title from the
lawful claims of persons claiming superior title.
5.2. Authority, Seller and Buyer represent and warrant that each has obtained all
requisite authorizations for the execution and delivery of this Agreement and the
performance of the transactions contemplated by this Agreement, and that the execution
and delivery of this Agreement are made pursuant to such authorizations.Buyer is a validly
existing municipal corporation pursuant to Oregon law and the City of Woodburn Charter.
5.3. Litigation.There are no pending claims or litigation or threats of claims or litigation
or other matters of which Seller is aware that could adversely affect Buyer's title, use, or
enjoyment of the Property.
5.4. Encroachments. To Seller's knowledge (a) all structures and improvements,
including any driveways and accessory structures, are wholly within the lot lines of the
Property, (b)no existing building, structure, or improvement of any kind encroaches upon
the Property from any adjacent property, and(c) there are no present or past discrepancies
or disputes regarding the boundaries of the Property.
5.5. Statutory Residential Property Disclosures, The Seller has certain State and Federal
mandatory disclosures that must be made to the Buyer for the sale of residential property.
Seller shall provide a Seller's Property Disclosure Statement in accordance with ORS
105.464 and a Residential Lead-Based Paint Disclosure to the Buyer prior to Closing.
Seller represents and warrants that all answers provided in these disclosures is based on the
actual knowledge of the Seller at the time of delivery of the disclosure statement.
5.6. Rights and Contracts Affecting Property. Except for this Agreement, Seller has not
entered into any other contracts for the sale of the Property,nor are there any existing rights
of first refusal or options to purchase the Property. Except for those exceptions of record
listed on the Title Report, Seller owns the Property in fee, free and clear of all liens,
conditions, reservations, mortgages, leases, licenses, easements, prescriptive rights,
permits, or other similar encumbrances. Seller has not sold, transferred, conveyed, or
entered into any agreement regarding timber rights, mineral rights, water rights, "air
rights,"or any other development or other rights or restrictions relating to the Property,and
to Seller's knowledge no such rights encumber the Property. There are no service contracts
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Attachment A
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or other agreements pertaining to the Property that Buyer will be required to assume at
Closing.
5.7. Public Improvements or Governmental Notices, To Seller's knowledge, there are
no intended public improvements which will result in the creation of any liens upon the
Property, nor have any notices or other information been served upon Seller from any
governmental agency notifying S eller of any violations of law,ordinance,rule or regulation
which would affect the Property.
5.8, Brokers. Seiler and Buyer represent and warrant that each shall be responsible for
any fee or commission due to any broker employed by either party in connection with this
transaction and shall not be responsible for any portion of the other parties' broker fees or
commission.
5.9. Survival. The representations and warranties in this section shall survive Closing
for a period of twelve(12) months.
6. Possession. Buyer will be entitled to possession of the Property from and after the Closing
Date.
7, Seller's Transfer of Property. During the term of this Agreement, Seller shall not transfer,
assign.,convey or otherwise encumber the Property or any interest therein without the prior written
consent of Buyer, which may be given, withheld or conditioned in Buyer's sole and absolute
discretion ("Transfer"). This Agreement will survive any Transfer and be binding upon Seller's
transferees, successors, and assigns.
8. Condition of Property. Excepting only the specific representations and warranties of Seller
contained in Section 5 of this Agreement, all of which shall survive Closing and shall not merge
with the deed, Buyer accepts the land,buildings, improvements, any personal property sold under
this Agreement, and all other aspects of the Property in their present condition, AS IS, WHERE
IS, including latent defects, without any representations or warranties from. Seller or any agent or
representative of Seller, expressed or implied, except for such warranties that may arise by law
under the Deed and except as otherwise specifically set forth in this Agreement. Buyer agrees that
Buyer has ascertained, from sources other than Seller or any agent or.representative of Seller, the
condition of the Property, its suitability for Buyer's purposes, and the applicable zoning,building,
housing, and other regulatory ordinances and laws affecting the Property. Buyer accepts the
Property with frill awareness of these ordinances and laws as they may affect the present use or
any intended future use of the Property. Except for such warranties that may arise by law under
the Deed and except as otherwise specifically stated in this Agreement Seller has made no
representations with respect to such condition or suitability of the Properly or such laws or
ordinances.
9. Title Insurance. Buyer may purchase, at its sole expense, a Buyer's title insurance policy
in the amount of the Purchase Price within 10 days of the Closing Date, insuring Buyer against
loss or damage sustained by Buyer by reason of the untxaarketability of Seller's title, or liens or
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Attachment A
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encumbrances affecting the Property, excepting matters contained in the usual printed exceptions
in such title insurance policies and those created or suffered by Buyer.
10. 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 except to the extent expressly
set forth in a writing signed by that party, nor will any waiver of any breach of any provision
constitute a waiver of any succeeding breach of that provision or a waiver of that provision itself.
11. Modifications and Integration. No modification, amendment, discharge or change of this
Agreement, except as otherwise provided, shall be valid unless the same is in writing and signed
by the party against which the enforcement of such modification,amendment,discharge or change
is sought. This document is the entire, final, and complete agreement of the parties pertaining to
the sale and purchase of the Property, and supersedes and replaces all prior or existing written and
oral agreements between the parties or their representatives relating to the Property.
12. Successor Interests. This Agreement is binding on and inures to the benefit of the parties,
their successors,and assigns,but no interest of Buyer may be assigned, subcontracted,or otherwise
transferred, voluntarily or involuntarily, without the prior written consent of Seller, which Seller
may withhold in its sole discretion. Seller's consent to one transfer will not constitute consent to
other transfers or waiver of this section. Any attempted assignment in violation of this provision:
will be void and of no effect with respect to Seller.
13. Notice. Any notice under this Agreement must be in writing and will be effective when
actually delivered in person or three (3) days after being deposited in the U.S. mail, registered or
certified,postage prepaid and addressed to the party at the address stated in;this Agreement or such
other address as either party may designate by written notice to the other. Mailing addresses for
the parties are as follows:
13.1. For Seller: Craig &Kathleen Yaw, 31047 S Hwy 213, Molalla, Oregon 97038.
13.2. For Buyer: City Administrator, City of Woodburn, 270 Montgomery Street,
Woodburn, Oregon 97071.
14. Oregon Law. Oregon law governs this Agreement without respect to conflict of laws
principles.
15. Calculation of Time. In the event that the date upon which any time period ends or any
duty or obligation hereunder is to be performed will occur upon a Saturday, Sunday, national
banking holiday or State of Oregon holiday, then, in such event, the time period or the due date
for such performance will be automatically extended to the next succeeding day that is not a
Saturday, Sunday, national banking holiday or State of Oregon holiday. Except for express
reference to "business"days, all time periods will be deemed to be calendar days.
16. Captions and Related Matters. All captions used in this Agreement are intended solely for
convenience of reference and in no way limit any of the provisions of this Agreement, As used in
this Agreement, the singular includes the plural, and the plural the singular. The masculine and
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neuter each include the masculine, feminine, and neuter, as the context requires. This Agreement
will not be construed against the party who drafted it.
17. Remedies, TIME IS OF THE ESSENCE REGARDING THIS AGREEMENT. If the
transaction does not close, through no fault of Seller, Seller shall retain the Initial Deposit as
liquidated damages, and this Agreement shall be of no further effect, it being the intention of
the parties that Buyer may forfeit the Initial Deposit and be free of any further obligations under
this Agreement. If Seller fails to deliver the deed or Seller otherwise fails to consummate the
transaction, the Initial Deposit will be refunded to Buyer, this Agreement shall be null and void,
and the parties shall have no further liability to the other arising out of this transaction.
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 9 AND 17, CHAPTER 855, OREGON LAWS 2049,
AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010.
[SIGNATURES FOLLDTT, ON NEXT PAGE]
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Attachment A
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The parties have entered into this Purchase & Sale Agreement as of the last date of signatures
below.
SELLER:
CRAIG YAW AND KATHLEEN YAW,
individuals as tenants by the entirety
Craig Yaw Kathleen Yaw
Date Date
STATE OF OREGON )
ss.
COUNTY OF MARION )
The foregoing instrument was acknowledged before me on this_day of , 2017,
by
(Print Name)
Notary Public
My appointment expires:
STATE OF OREGON )
ss.
COUNTY OF MARION )
The foregoing instrument was acknowledged before me on this_day of , 2017,
by
(Print Name)
Notary Public
My appointment expires:
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Attachment A
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BUYER:
CITY OF WOODBURN,
an Oregon municipal corporation
Scott Derickson
City Administrator
Date
STATE OF OREGON }
ss.
COUNTY OF MARION )
The foregoing instrument was acknowledged before me on this day of , 2017,
by as the
of
(Print Name)
Notary Public
My appointment expires:
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Attachment A
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EXHIBIT A
Property Address:
294 Oak Street, Woodburn, Oregon 97071
Property ID#:
R107880
Map Tax Lot#:
OS 1 W 18BA12700
Legal Description:
LOT 3, BLOCKS, PARK ADDITION, IN THE CITY OF WOODBURN,
MARION COUNTY, OREGON. (PLAT VOLUME 4, PAGE 17)
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