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Agenda - 04/15/1991 Spec MtgCITY OF 270 Montgomery Street · WOODB Woodburn, Oregon 97071 URN · 982-5222 AGENDA SPECIAL COUNCIL MEETING APRIL 15, 1991 - 7:00 P.M. 1. CALL TO ORDER 2. ROLL CALL 3. PUBLIC HEARING A. Sale of City Property in Woodburn Industrial Park. 3_~A 4. GENERAL BUSINESS COUNCIL BILL NO. 1293 - A resolution entering into an agreement to sell City real property. 4A 5. ADJOURNMENT PAGE I - AGENDA, SPECIAL COUNCIL MEETING OF APRIL 15, 1991. MEMO TO: FROM: DATE: SUBJECT: MAYOR AND CITY COUNCIL CITY ADMINISTRATOR APRIL 10, 1991 PROPOSED LAND SALE The City owns 7.5 acres in the Woodburn Industrial Park at the southwest corner of National Way. The original purchase intent of the property was to consolidate public works field shops into one location and to provide a water well for this particular service area. Over the years the cost of the consolidation goal has escalated and the value of this property has grown to where City staff believe it in the best interest of the City to surplus a portion of this asset and utilize the proceeds more effectively in Public Works. In addition, another private development concern has offered a purchase agreement for said property, if surplused, in order to facilitate their multi-million dollar improvement to property located on Highway 214. In fact, the City Council authorized the initial sale of 3.076 acres of this property at your 12/17/90 meeting. This hearing is to decide upon the sale of an additional one acre of land along the same terms and conditions to the same purchaser. The requirements for the sale of real property are governed by ORS 221.725 Parcel Details: The mother parcel of 7.5 acres was sold on contract to the City by the developers of the Industrial Park on 3/13/80 for a purchase price of $100,000 or $13.333/acre. The site was acquired on 2/13/81 after full payment by Public Works funds. The City has developed a well site on the northerly portion and has leased acreage to the bus transportation company for parking storage. These operations will not be affected by the proposed partition and land sale. The appraised value effective July, 1990 for an approximate 3.25 acre parcel was $92,000 or $28,308 per acre or $0.65 per square foot of parcel. The appraisal is recent enough to warrant the same terms and conditions for this additional acre. The Planning Commission, at the April 11th meeting is being presented the parcel partition of the four plus acres and access easement to National Way. You may recall that the original 3.076 acres partition was approved on 12/13/90 by the Planning Commission. Now, this three plus acres will be joined with the new one acre to create a revised partition of 4 plus acres. It is anticipated that this legal partition will be approved and this additional one acre can be accommodated for sale. Memo: Mayor and Council Proposed Land Sale Page 2 Related Details: On 8/27/90 the Council held a public hearing concerning the comprehensive plan amendment and zone map amendment necessary to facilitate this retail center development. No opposition was voiced, the Council unanimously approved the authorization to proceed with the contingencies contained therein subject to the proposed land sales. On 11/26/90 the authorizing ordinance was formally adopted. During this delayed time, the sales agreement for the other one acre parcel was signed with Morgan Drive Away. On 12/17/90 the City authorized the initial sale of 3.076 acres per Council Bill 1267. We are now able to proceed with the sale of an additional acre to finalize this development proposal. Summary Recommendation: It is proposed that this parcel of property be declared surplus and sold for the current appraised value. This action is in the public's interest because: 1. The City has been unable to utilize the industrial site for its original intent other than the 1+ acre associated with the water well. The excess acreage has been an investment into a fixed asset of property with no other utilization but to lease a portion to the bus company. The subject partition has been vacant, unimproved land and remains in this condition. 2. The City Council previously approved through a public hearing on 10/23/89 a lease with option to but this similar parcel by Transit Homes of America, Inc. At that time the Council agreed to declare it surplus and proceed with the agreement, which eventually did not materialize. In addition, the City Council recently declared this parcel as surplus on 12/17/90 and agreed to sell 3.076 acres. 3. Outside grant assistance and internal reserves for construction of consolidated shop facilitated did not occur and it is unlikely that such resources will be available in the future. In addition, Measure No. 5 restricts the City's property tax and may affect the general financial environment in which the City must operate in the future. 4. The City's interest would be met in stimulating economic development and reducing unproductive assets during a period of fiscal constraint. The sale of this parcel will enable the City to pursue other priority public works needs or pursue this same original project in another location that is less valuable than the industrial park. I recommend the surplus designation and sale of this parcel petition. MQ/kv NOTICE OF PUBLIC HEARING ON SALE OF CITY REAL PROPERTY On Monday, April 15, 1991, at ~00 p.m., the Woodburn City Council will conduct a public hearing on the proposed sale of the below described city property. The hearing shall be conducted in the Woodburn City Council Chambers, 270 Montgomel~ Street, Woodburn, Oregon. The property to be sold is described as follows: Beginning at the Southeast corner of Lot 1, Block 1, Industa'ial Park Addition No. 3 as said subdivision is platted and recorded in Volume 3~, Page 9, Book of Town Plats for Marion County, Oregon; thence North 89" B8'30" West along the South line of said lot, 291.60 feet; thence North ~1° 17'~8" East 291.69 feet; thence South ~9°~6'3~'' East 218.36 feet; thence Soufl] ~0° 13'26" West 10~.72 feet to the point of beginning and containing 1.00 acres of land. The City Council considers it necessary and convenient to sell this p~perty because it is not needed for expansion of city facilities and the sale of the property for fair market value will bring needed revenue to the city and will facilitate private development. The nature of the proposed sale, general terms thereof, including an appraisal and evidence of market value of the city property shall be fully disclosed by the City Council at the time of the public hearing. Any resident of the city shall be given an opportunity to present written or oral testimony at the hearing. Written testimony may also be submitted to the City Recorder, 270 Montgomery St., Woodburn, prior to the date and time of the hearing. Published April 10, 1991 Mary Tennant Deputy Recorder SUMMARY OF SALIENT FACTS ON PROPERTY PROPERTY IDENTIFICATION: LEGAL DESCRIPTION : ASSESSMENT DATA : A portion of City of Woodburn land, located off National Way in the Woodburn Industrial Park. The sale of an additional 1.0 acre of land described as: "Beginning at the SE corner of Lot 1, BIk 1, Industrial Park Addition No.3 as said subdivision is platted and recorded in Vol.34, Page 9, Book of Town Plats for Marion County, Oregon; thence N 89° 38' 30" W along the South line of said lot, 291.60 feet; thence N 41° 17' 48" E 291.69 feet; thence S 49° 46' 34" E 218.36 feet; thence S 40° 13' 26"W 104.72 feet to the point of the beginning and containing 1.00 acres of land. Property is currently under municipal ownership and is non-taxable. SIZE ZONE TOPOGRAPHY ACCESS SERVICES IMPROVEMENTS BEST USE APPRAISAL VALUE 1.00 acres IP - Industrial Park Site is level and level with grade This one acre parcel has no separate access but will be adjoined with the prior position of lot 2 approved on 12/17/90 to utilize the 30 foot wide access easement provided in that partition. This one acre parcel has a 16 foot easement for water line on the eastern boundary. Other services are available in adjacent property to the South. None Industrial $28,308 per acre appraised 7/90. COUNCIL BILL NO. 1293 RESOLUTION NO. A RESOLUTION ENTERING INTO AN AGREEMENT TO SELL CIT~' REAL PROPERTY. WHEREAS, Notice of Public Hearing has been published on the proposed sale of the below described city property, and WHEREAS, the Woodburn City Council has conducted a public hearing on April 15, 1991 to hear testimony concerning said sale, and WHEREAS, the Woodburn City Council previously authorized the sale of 3.076 acres per Resolution 1031, and 1031 can be per this new WHEREAS, the Agreement of Purchase and Sale authorized in Resolution modified to combine these two sales transactions as a revised agreement council bill, NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. The legal description of the involved property is as follows: "Beginning at the SE corner of Lot 1, BIk 1, Industrial Park Addition No.3 as said subdivision is platted and recorded in Vol.34, Page 9, Book of Town Plats for Marion County, Oregon; thence N 89° 38' 3(7' W along the South line of said lot, 291.60 feet; thence N 41° 17' 48" E 291.69 feet; thence S 49° 46' 34" E 218.36 feet; thence S 40° 13' 26" W 104.72 feet to the point of the beginning and containing 1.00 acres of land. Section 2. The Council finds, based upon the report dated April 10, 1991 from the City Administrator and upon the public testimony herein presented, that the property is not needed for public use and that it is in the public interest to sell said property. Section 3. The Council further finds that the appraised value of the one-acre parcel of property is $28,308.00 and that this is the fair market value of the property. Page 1- COUNCIL BILL NO. 1293 RESOLUTION NO. Section 4. The Council hereby authorizes the Mayor and Deputy Recorder to execute the Revised Agreement of Purchase and Sale with GFI - Woodburn Investments, Ltd., a copy of which is attached hereto and, by this reference, incorporated herein. ,,,~...~ ~ ~ ~//- //-- ? / Approved as to form: City Attorney Date APPROVED: FRED W. KYSER, MAYOR Passed by the Council Submitted to the Mayor Approved by the Mayor Filed in the Office of the Recorder ATTEST: Mary Tennant, Deputy Recorder City of Woodburn, Oregon Page 2- COUNCIL BILL NO. 1293 RESOLUTION NO. REVISED AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE is made and entered into this day of ,1991, by and between the CITY OF WOODBURN, an Oregon municipal corporation, (hereinafter referred to as "Seller") and GFI, LTD. III, a Utah Umited Partnership (hereinafter referred to as "Purchaser"). WHEREAS, Seller is the owner of a certain parcel of land consisting of approximately 4.076 acres located in the City of Woodburn, Marion County, State of Oregon, and which parcel is more particularly described and set forth in Exhibit "A" attached hereto and incorporated herein (hereinafter referred to as 'Re Property"). NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, the parties hereto agree as follows: 1. Sale and Purchase of the Property. Seller hereby agrees to sell, convey, and transfer the Property to Purchaser, and Purchaser hereby agrees to purchase and acquire from Seller the Property pursuant to the terms and conditions hereinafter set forth. 2. Purchase Pdce and Payment. The purchase price for the Property shall be the sum of ONE HUNDRED FIFTEEN THOUSAND, THREE HUNDRED EIGHTY-THREE DOLLARS ($115,383.00) which shall be payable by Purchaser as follows: (a) Purchaser shall deposit with Seller on the execution of this Agreement as an earnest money deposit the initial sum of One Thousand Dollars ($1,000.00); (b) The total remaining balance of the purchase price shall be paid on the "Closing Date" as hereinafter defined by delivery to the Escrow Agent as hereinafter defined of a cashier's or bank certified check or by wire transfer in the amount of the total purchase price (less credit given for the earnest money paid herein to Seller) made payable to the Escrow Agent to be disbursed to Seller at Closing subject to the fees and adjustments charged to Seller as set forth herein. 3. Condition of Sale. GFI's obligation to acquire the Property, as provided herein, is made expressly subject to and contingent upon the exercise by GFI of a certain Option Agreement dated May 30, 1990, between GFI and Robert L Withers, Trustee, and Earl A. Doman, and the closing of the acquisition by GFI of a certain parcel of land from Withers and Doman pursuant to the terms of said Option Agreement. 4. Closing Date. The term "Closing Date" as used herein for the purchase of the Property shall be on or before June 1, 1991. Closing shall all be held at the offices of the Escrow Agent. PAGE I - REVISED AGREEMENT OF PURCHASE AND SALE 5. Escrow Agent. The Escrow Agent used by the parties and referred to herein shall be Willamette Valley T'[tle Company located at 280 Uberty Street, S.E., Suite 200, Salem, Oregon. 6. (a) T[tle Inspection. Seller shall furnish or cause to be furnished to Purchaser, within thirty (30) days after the execution of this Agreement, a preliminary title report in the form of a commitment for title insurance ("CommitmentS'). Purchaser shall advise Seller, within fifteen (15) days following receipt thereof, of any objections by Purchaser to any of the exceptions set forth on the Commitment. Seller shall have the right within thirty (30) days after Seller's receipt of notice in which to cure or remedy such objections. In the event Seller fails to cure or remedy said objections within the thirty (30) day period, Purchaser shall either terminate this Agreement or waive said objections, in which case the exceptions and/or conditions to which Purchaser objected shall be deemed approved by Purchaser. (b) Conveyance of Title. On the Closing Date Seller will execute and deliver to Escrow Agent for recording a Warranty Deed conveying good and marketable fee simple title in and to the Property to Purchaser, free and clear of all liens, tenancies, licenses, leases, encumbrances, easements, rights-of-way, covenants, or other similar restrictions or title defects, except for those exceptions which have been approved in writing by the Purchaser as set forth hereinabove. (c) Survey. Purchaser shall within the same thirty(30) day Inspection Period and at its own expense obtain a survey by a licensed surveyor, which shall show the true and actual boundaries of the Property purchased herein. It is agreed that the legal description prepared by the surveyor shall be the description used in the Warranty Deed conveying the Property to Purchaser herein, and if said legal description differs from the description set forth on Exhibit A herein, said Exhibit A shall be revised to accurately reflect said updated description. 7. (a) Title Insurance. Seller shall deliver to Purchaser on the Closing Date an Owners Coverage Title Insurance Policy with an ALTA "standard coverage" endorsement issued by a title company acceptable to Purchaser in the amount of the purchase price of the Property. Such policy shall insure in Purchaser fee simple title to the Property subject only to the Exceptions approved by Purchaser as provided in Paragraph 6 above. The policy shall be delivered to Purchaser as soon as practicable after the Warranty Deed to Purchaser (as described above) is recorded. Seller shall pay the total premium relating to the issuance of the policy set forth herein. At' Purchaser's option an ALTA "extended coverage" policy shall be provided; however, the difference in the increased premium for this policy shall be paid by Purchaser. 8. Taxes and Assessments. The liability and payment for all real estate taxes, of any kind and nature, which are or which may become due on the Property shall be prorated between Seller and Purchaser as of the Closing Date. After the Closing Date, PAGE 2 - REVISED AGREEMENT OF PURCHASE AND SALE all real estate taxes of any kind and nature and any assessments or other similar charges shall be paid by the Purchaser upon becoming due and payable. 9. Costs of Closin.q. Seller shall pay for any sales or excise taxes or fees, and recording fees associated with the sale and transfer of the Property to Purchaser. All escrow fees shall be paid one-half by Seller and one-half by Purchaser. 10. Access Easement. On the Closing Date, Seller will execute and deliver to Escrow Agent an easement in favor of Buyer granting a permanent easement thirty feet (30') in width for access to the Northeast boundary of the Property from National Way across the adjacent property owned by Seller as described and in the form attached hereto as Exhibit "A". 11. Warranties and Covenants. Seller hereby represents, warrants, and covenants to Purchaser, which representations and warranties are and shall be at the Date of Closing true and correct, and shall survive the closing and delivery of the Warranty Deed as follows: (a) Seller is the owner in fee absolute of the Property, subject to the Exceptions approved by Purchaser as provided in Paragraph 6 above, and Seller has full power and authority to execute and perform this Agreement as written. (b) There is not now pending or threatened against Seller any suit, action or claim that, when reduced to judgment, would or could adversely affect Seller's interest in the Property, the title to the Property, Seller's ability to execute and perform this Agreement. (c) The Property is in compliance with all zoning laws and all other federal, state, and local government regulations. (d) There has been no contamination of the Property by the leakage, discharge or spillage of petroleum, petroleum products or hazardous materials or wastes; and the Property is in compliance with all federal, state and local laws and regulations. 12. Brokerage. Seller and Purchaser each represent, disclose, and acknowledge to each other that no broker or finder has been engaged by either party with respect to this Agreement or the Transactions contemplated by this Agreement. Seller will be responsible for any commission payable to any broker who successfully claims a commission by virtue of dealings through Seller and Purchaser will be responsible for any commission payable to any broker who successfully claims a commission by virtue of dealings through Purchaser. This representation and warranty shall survive the closing. 13. Remedy upon Default. Upon the failure of either party to perform their obligations hereunder, such party shall be in default only after having been given fifteen (15) days written notice of such failure, and having failed to perform such obligations PAGE 3 - REVISED AGREEMENT OF PURCHASE AND SALE within such fifteen (15) day period. Upon a default occurring, the non-defaulting party may at its election: (a) Terminate this Agreement by written notice of its election, and recover from the defaulting party all losses and damages incurred by the non-defaulting party; (b) Seek specific performance of the Agreement, and in addition recover all losses and damages incurred by the non-defaulting party. The parties declare it to be their intent that this Agreement be specifically enforced; (c) Perform or pay any obligation or encumbrance necessary to cure the default, and offset the cost thereof from monies otherwise due the defaulting party, or recover said monies from the defaulting party; (d) Pursue all other remedies available at law or in equity, it being the intent of the parties that remedies be cumulative and liberally enforced so as to adequately and completely compensate the non-defaulting party. 14. Notice. Any notice to be given hereunder shall be in writing and shall either be served upon a party personally, or served by registered or certified mail, return receipt requested, directed to the party to be served at the following addresses: Seller: cio City of Woodburn Attn: Michael Quinn City Administrator 270 Montgomery Street Woodburn, Oregon 97071 Purchaser: c/o Mr. G. Walter Gasser 74 East 500 South Suite 200 Bountiful, Utah 84010 A party wishing to change his designated address shall do so by notice in writing to the other party. Notice served by mail shall be deemed complete when deposited in the United States mail, postage prepaid. Rejection or other refusal to accept or the inability to delivery because of changed address of which no notice was given shall be deemed to be receipt of the notice. 15. Time. Time shall be of the essence of this Agreement. 16. Entire Agreement. This Agreement contains the entire agreement and understanding of the parties, and supersedes any and all prior negotiations and understandings including the Agreement for Purchase and Sale previously approved by PAGE 4 - REVISED AGREEMENT OF PURCHASE AND SALE the City by Resolution 1031 but never executed by the parties. This Agreement shall not be modified, amended, or changed in any respect, except by written document signed by all parties hereto. 17. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the heirs, legal representatives, successors and assigned of the parties. 18. Expenses of Enforcement. In the event that any party shall d(~fault in any of their obligations under this Agreement, then the defaulting party shall pay all of the costs, including reasonable attorney's fees, which are incurred by the non-defaulting party enforcing their rights under this Agreement. 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. 20. Use of Property. 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 WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OR A RESIDENCE. 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 APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES. In witness whereof, the parties hereto have executed this Agreement the day and year first above written. "SELLER" - CITY OF WOODBURN Fred W. Kyser, Mayor Mary Tennant, Deputy Recorder "PURCHASER"- GFI - WOODBURN INVESTMENTS, LTD., a Utah Limited Partnership By: WGA - Woodburn Inc. General Partner By: G. Walter Gasser, President PAGE 5 - REVISED AGREEMENT OF PURCHASE AND SALE EXHIBIT "A" Beginning at the Southwest corner of Lot 1, Block 1, Industrial Park Addition No. 3 as said subdivision is platted and recorded in Volume 34, Page 9, Book of Town Plats for Marion County, Oregon; thence North 41°17'48" East along the westerly line of said lot, a distance of 744.25 feet; thence South 55043'53'' East 208.12 feet; thence south 81°08'03" West 10.37 feet; thence South 41 °17'48" West parallel with the westerly line of said lot, 296.59 feet; thence South 49046'34'' East 218.36 feet to a point on the easterly line of said Lot 1; thence South 40°13'26" West along said easterly line, 104.72 feet to the Southeast corner of said Lot 1; thence North 89038'39'' West along the south line of said lot, 556.36 feet to the point of beginning and containing 4.076 acres of land, more or less. TOGETHER WITH a 30.00 foot wide access road described as follows: Beginning at a point which beam North 41°17'48" East 744.25 feet and South 55043'53" East 164.33 feet from the Southwest corner of Lot 1, Block 1, Industrial Park Addition No 3 as said subdivision is platted and recorded in Volume 34, Page 9, Book of Town Plats for Madon County, Oregon; thence North 81°08'03" East 292.44 feet to a point on the southwesterly right-of-way line of National Way; thence southwesterly along said right-of- way line on the arc of a 60.00 foot wide radius curve to the left (the chord of which beam South 10°36'20'' West 31.82 feet) a distance of 32.21 feet; thence South 81°08'03" West 249.81 feet; thence North 55043'53'' West 43.88 feet to the point of beginning. SUBJECT TO a 16.00 foot wide storm drainage easement, said easement being the westerly 16.00 feet of Lot 1, Block I of Industrial Park Addition No 3.