Res 1772 - Agr Woodburn Grange
COUNCIL BILL NO. 2537
RESOLUTION NO. 1772
A RESOLUTION ENTERING INTO AN AGREEMENT WITH WOODBURN GRANGE NO. 79
FOR THE PURPOSE OF WIDENING SETTLEMIER AVENUE AND AUTHORIZING THE CITY
ADMINISTRATOR TO SIGN SAID AGREEMENT.
WHEREAS. the City desires to accomplish a public works project involving
the widening of a portion of Settlemier Avenue; and
WHEREAS, it is in the public interest to complete this road widening so that
vehicle traffic can proceed in a more expeditious and efficient manner; and
WHEREAS, it is necessary for the City to enter into an Agreement with
Woodburn Grange No. 79, NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. That the City of Woodburn enter into an Agreement with
Woodburn Grange No. 79.
Section 2. That a copy of said Agreement is affixed to this Resolution as
Attachment "A" and is by this reference incorporated herein.
Section 3. That the City Administrator of the City of Woodburn is hereby
authorized to sign said Agreement on behalf of the City.
Approved as to form: ~% ~ , 0
City Attorney
Approv
October
October 12,
October 12.
Passed by the Council
Submitted to the Mayor
Approved by the Mayor
Filed in the Office of the Recorder
October 12, 2004
ATTEST:
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Mary ~ant City Recorder
City of Woodburn, Oregon
Page 1 - Council Bill No. 2537
Resolution No. 1772
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AtTACHMENT A
AGREEMENT
This Agreement made between the City of Woodburn, an Oregon municipal
corporation, (Buyer) and Woodburn Grange No. 79, a non-profit Oregon Corporation
(Seller).
WHEREAS, Buyer desires to accomplish a public works project involving the
widening of a portion of Settlemier Avenue; and
WHEREAS, it is in the public interest to complete said road widening so that
vehicle traffic can proceed in a more expeditious and efficient manner; and
WHEREAS, in order to accomplish the said road widening without formal
condemnation proceedings it is necessary to obtain the cooperation of Seller; and
WHEREAS, Seller desires to cooperate with Buyer in said road widening and will
agree to accept the monetary consideration specified and the covenants contained
herein as adequate and reasonable compensation for that portion of its property that
Buyer needs to acquire to accomplish the project,
NOW, THEREFORE, the parties agree as follows:
1. PURCHASE AND SALE. Seller agrees to sell to Buyer and Buyer agrees
to purchase from Seller, in consideration of the covenants and agreements hereinafter
set forth, the real property (the Property), situated in the City of Woodburn, Marion
County, Oregon and legally described in Exhibit "A," attached to this Agreement and by
this reference incorporated herein.
2. CONSIDERATION. Buyer shall pay Seller the sum of $61,800 for
purchase of fee title to the property and as consideration for the access restrictions
mandated by this Agreement. (The sum paid pursuant to this Agreement represents
$74,600 less $12,800 which was already paid by Buyer for the purchase of an
easement from Seller.)
3. PRELIMINARY TITLE REPORT. Within ten days after execution of this
Agreement, Seller shall furnish to Buyer a preliminary title report prepared by the Title
Company showing its willingness to issue title insurance on the Property (the "Title
Report"). Buyer shall review the Title Report and notify Seller, in writing, of Buyer's
disapproval of any unacceptable exceptions shown in the Title Report. However,
notwithstanding anything in this Agreement to the contrary, zoning ordinances, building
and use restrictions imposed by governmental authority, utility easements and
reservations in federal patents or state deeds shall be acceptable exceptions to Seller's
title. If Buyer notifies Seller in writing of disapproval of any unacceptable exceptions in
the Title Report, Seller shall immediately remove the unacceptable exceptions or Buyer,
at its sole option, may terminate this Agreement.
Page 1 - Agreement
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4. CLOSING.
4.1 Closina Date. This transaction will be closed on or before
November 15, 2004 (the "Closing Date").
4.2 Manner and Place of Closina. This transaction will be closed in
escrow at the First American Title Insurance Company of Oregon, Woodburn office.
Closing shall take place in the manner and in accordance with the provisions set forth in
this Agreement.
4.3 Prorations and Closina Costs. Any delinquent real property taxes
and all real property taxes for the tax year 2004-2005 shall be paid by Seller. Buyer and
Seller shall share and pay equally for the title insurance policy described in Section 4.6
below and all escrow and recording fees.
4.4 Pavment. On the Closing Date, Buyer shall pay to Seller $61 ,800.
4.5 Events of Closina. Provided the Title Company has received the
payment described in Section 4.4 above and is in a position to cause the title insurance
policy to be issued as described below, this transaction will be closed on the Closing
Date as follows:
(a) The Title Company shall deliver its commitment to issue the
policy described in Section 4.6 below;
(b) Seller shall execute a Warranty Deed (the "Deed") to Buyer;
(c) The Title Company shall record the Deed.
4.6 Title Insurance. As soon as reasonably practical after the Closing
Date, the Title Company shall be instructed to furnish Buyer with an owner's policy of
title insurance, standard form, in the amount of $61,800, insuring Buyer's interest in the
Property subject only to the standard printed exceptions and exceptions for the matters
accepted by Buyer pursuant to Section 3.
4.7 Possession. Seller shall deliver possession of the Property to
Buyer on the Closing Date after the closing has occurred.
5. SELLER'S WARRANTIES.
5.1 Seller warrants that it owns good and marketable title to the
Property subject only to the standard printed exceptions and exceptions for the matters
accepted by Buyer pursuant to Section 3.
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5.2 To the best of Seller's knowledge, the Property is materially in
compliance with state and federal environmental standards and requirements affecting
it. Seller represents that there are no proceedings, governmental administrative
actions, or judicial proceedings pending or, to the best of Seller's knowledge,
contemplated under any federal, state, or local laws regulating the discharge of
hazardous or toxic materials or substances into the environment.
6. REMOVAL OF BUILDING ON SELLER'S PROPERTY. Buyer shall
remove and dispose of the existing building located on Tax Lot #700, Section 7,
Township 5 South, Range 1 West of the Willamette Meridian, Marion County, with the
street address of 908 N Settlemier Avenue, including removal of the existing driveway to
the garage. Seller authorizes Buyer to enter onto Seller's property with the necessary
equipment to remove said building. Buyer shall replace the existing curb drop for the
building's driveway at the street with a standard full size curb. Buyer shall remove the
building within 60 days of the date of this Agreement, and remove and dispose the
foundation concrete under the building.
7. ELIMINATION AND REMOVAL OF STREET ACCESS. Buyer, as part of
the Settlemier Avenue road widening project, shall remove the existing access from
Settlemier Avenue to the Property and construct a curb. After this removal, no access
will be permitted by Buyer to the Property from Settlemier Avenue.
Additionally, as part of the Settlemier Avenue road widening project, Buyer shall
reconstruct the existing access from Church Street to the Property so that it allows a 30-
foot wide approach and conforms to Buyer's applicable street standards.
8. UNDERGROUNDING OF UTILITIES. As part of the Settlemier Avenue
road widening project, Buyer has completed and funded the electrical service
conversion of the Grange Hall building. The existing overhead metered electrical
service has been converted to an underground service.
9. GENERAL PROVISIONS.
9.1 Assiqnment. Buyer may not assign this Agreement without the
prior written consent of Seller, which consent Seller may withhold in its sole and
absolute discretion.
9.2 Bindinq Effect. This Agreement shall be binding upon and inure to
the benefit of the parties, and their respective heirs, personal representatives,
successors, and assigns, but nothing contained in this Section shall alter the restriction
against assignment without Seller's prior written consent.
9.3 Notices. Notices under this Agreement shall be in writing and shall
be effective when actually delivered or telecopied. If mailed, a notice shall be deemed
effective on the second day after deposited as registered or certified mail, postage
prepaid, directed to the parties as follows:
Page 3 - Agreement
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To Seller:
Woodburn Grange No. 79
Robert C. Smith
President
425 N Settlemier Avenue
Woodburn, OR 97071
To Buyer:
City of Woodburn
c/o John C. Brown
City Administrator
270 Montgomery Street
Woodburn, OR 97071
or to such other address as either party may from time to time designate by notice to the
other given in accordance with this Section.
9.4 Waiver. Failure of either party at any time to require performance
of any provIsion of this Agreement shall not limit the party's right to enforce the
provIsion. Waiver of any breach of any provision shall not be a waiver of any
succeeding breach of the provision or a waiver of the provision itself or any other
provision.
9.5 Choice of Law and Venue. In interpreting this Agreement and in
the event of any dispute or action arising out of this Agreement, the laws of the State of
Oregon shall apply, and any action maintained by either party shall be brought in the
Marion County Circuit Court.
9.6 Attornev Fees. In the event suit or action is instituted to interpret or
enforce the terms of this Agreement, the prevailing party shall be entitled to recover
from the other party such sum as the court may adjudge reasonable as attorney fees at
trial, on any appeal, and on any petition for review, in addition to all other sums provided
by law.
9.7 Prior Aareements. This Agreement supersedes and replaces all
written and oral agreements previously made or existing between the parties.
9.8 Brokers. Buyer and Seller acknowledge and agree that they have
employed no real estate brokers or finders in connection with the sale and purchase of
the Property.
9.9 Chanae in Writina. This Agreement and any of its terms may only
be changed, waived, discharged, or terminated by a written instrument signed by the
party against whom enforcement of the change, waiver, discharge, or termination is
sought.
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9.10 Invalidity of Provisions. In the event any provIsion of this
Agreement, or any instrument to be delivered by Buyer at closing pursuant to this
Agreement, is declared invalid or is unenforceable for any reason, such provision shall
be deleted from such document and shall not invalidate any other provision contained in
the document.
9.11 Descriptive HeadinQs. The descriptive headings of the Sections of
this Agreement are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.
IT WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate.
THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY
DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE
LAWS AND REGULATIONS. 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.
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 OF A
RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST
PRACTICES AS DEFINED IN ORS 30.930 IN ALL ZONES, 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.
SELLER:
BUYER:
f( ~.J.~,,-r c. ,~ntlrh
WOODBURN GRANGE NO. 79
by Robert C. Smith, President
Dated: 10- ., -ioo4-
CITY OF WOODBURN
by John C. Brown, City Administrator
Dated
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STATE OF OREGON )
) ss.
County of Marion )
The foregoing instrument was acknowledged before me this
7ft!" day of l'X-TDI6f;K:" , 2004 by Robert C. Smith as President of
Woodburn Grange No. 79, a non-profit corporation, and the foregoing instrument was
signed and sealed on behalf of said corporation by authority of its Board of Directors;
and each of them acknowledged said instrument to be its voluntary act and deed.
. OFFICIAL SEAL
RANDY SCOlT
; NOTARY PUBUC-OREGON
COMMISSION NO. 357628
MY COMMISSION EXPIRES MAY 9, 2006
re
NOTARY. BLlC FOR OREGON
My Commission Expires: 1'fiJ..'1OJ,lctJtb
STATE OF OREGON )
) ss.
County of Marion )
This instrument was acknowledged before me on
by John C. Brown as City Administrator of the City of Woodburn
,2004,
NOTARY PUBLIC FOR OREGON
My Commission Expires:
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EXHIBIT "A"
Legal Description of Property
Beginning at a point on the westerly right of way line ofSettlemier Avenue 30.00 feet
westerly at a right angle to Engineer's centerline Station -2+71.47;
Thence N77000'OO"W a distance of29.50 reet to a point;
Thence Northeasterly, along the arc of a 10.00 feet radius curve left (the chord of which
bears NS7059'S7"E 14.14 feet), an arc distance of 15.71 feet to a point;
Thence N I JOOO'OO"E, parallel with and 49.50 feet westerly of the centerline of Selllemier
Avenue, a distance of IJS.57 feet to a point;
Thence Northeasterly along the arc of a J8.50 feet radius curve left (the chord of which
bears N020Q9'J6"E 14.48 feet), an arc distance of 14.57 feet to a point; A radial to said
point for the next course bears N57043'2J"E 75.00 feet;
Thence Southeasterly along the arc of a 75.00 feet radius curve right (the chord of which
bears S09027'S7"E 58.16 feet), an arc distance of 59.72 feet to a point;
Thence SIJooo'OO"W, parallel with and JO.oo feet westerly of the centerline of
Settlemier Avenue, a distance of a distance of 106.05 feet to the point of beginning.
The above-described tract contains 2,782 square feet of land located in the Southwcst
Quarter of Section 7, Township 5 South, Range I West, Willamette Meridian. City of
Woodburn, Marion County, Oregon.
Ref: APN 5 I W 07CA 0600
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