Res 1234 - Agmt Purchase Prop C
I '
,
COUNCIL BILL NO. 1542
RESOLUTION NO. 1234
A RESOLUTION ENTERING INTO A PURCHASE AND SALE AGREEMENT WITH DALE
W. BAKER AND TIMOTHY R. BROWN.
WHEREAS, the City desires to accomplish a public works project involving the
realignment of Country Club Road, and
WHEREAS, in order to accomplish said realignment, without condemnation
proceedings, it is necessary to obtain an agreement involving the affected property,
and
WHEREAS, Dale W. Baker and Timothy R. Brown are willing to sign a purchase
and sale agreement with the City in order to accomplish said realignment, NOW,
THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
SECTION 1. That the Mayor is authorized to sign on behalf of the City of
Woodburn a purchase and sale agreement with Dale W. Baker and Timothy R. Brown.
SECTION 2. That a copy of said agreement is attached hereto as Exhibit" A'
and, by this reference, is incorporated herein.
Approved as to for~~ S / /'0/ 7'f-
City Attorney .~. Date I
APPROVED: ~l ~
Le Kelley, Mayor
Passed by the Council
May 9, 1994
Approved by the Mayor
May 10, 1994
May 10, 1994
Submitted to the Mayor
Filed in the Office of the Recorder
May 10, 1994
ATTEST:
Mar ennant, City Recorder
City of Woodburn, Oregon
Page 1 -
COUNCIL BILL NO. 1542
RESOLUTION NO. 1234
..__._._..,.,--,-,--~_._._-,--' I
Exhibit "A"
Page 1 of 7
I ...
DUPLICATE ORIGINAL
AGREEMENT
This Agreement made between the City of Woodburn, an Oregon municipal
corporation, (Buyer) and Dale W. Baker and Timothy R. Brown (Seller) this J.- day
of fJ.AI( , 1994.
Whereas, Buyer desires to accomplish a public works project involving th,e
realignment of a portion of Country Club Road, and
Whereas, it is in the public interest to complete said road realignment so that
vehicle traffic can proceed in a more expeditious and efficient manner, and
Whereas, in order to accomplish the said realignment without condemnation
proceedings it is necessary to obtain the cooperation of Seller, and
Whereas, Seller desires to cooperate with Buyer in said realignment and will
agree to accept the monetary consideration specified and the covenants contained
herein as adequate and reasonable compensation for that portion of their 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 following described real property (the Property) with the existing building
and any improvements thereon, situated in the City of Woodburn, Marion County,
Oregon:
Beginning at a point on the North line of Oregon State Highway 214,
said point being south 88047'13" East, 56.37 feet from the Southwest
corner of Lot 1, Block 55 of Woodburn Senior Estates No.6 in Section
12, Township 5 South, Range 2 West of the Willamette Meridian, Marion
County, Oregon; thence northeasterly, leaving said north line, 49.77 feet
along the arc of a 30.00 foot radius curve to the left, through a central
angle of 95003'09" (the chord of which bears north 43041'13" East,
44.26 feet); thence north 03050'22" West, 15.33 feet; thence
northwesterly 56.97 feet along the arc of a 70.00 foot radius curve to
the left through a central angle of 46037'45" (the chord of which bears
north 27009'14" West 55.41 feet); thence north 50028'07" West to the
north line of said Lot 1, Block 55, 32.69 feet; thence south 88047'37"
East along the said north line of Lot 1 114.20 feet to the northeast
corner of Lot 1; thence south 00003'10" East along the east line of said
Lot 1. 116.91 feet to a point on the north line of Oregon State Highway
214; thence north 88047'23" West 93.44 feet to the place of beginning
and containing 8,787 square feet of land.
-.
Exhibit "A" .
Page 2 of 7
I''''
2. Purchase Price. The purchase price for the Property shall be $ 75.621.92.
3. Payment of the Purchase Price. The purchase price shall be payable to Seller
by Buyer at closing by depositing the full amount of the purchase price into escrow
by cash, cashier's check, or certified check.
4. Title. At closing Seller shall convey fee simple title to the Property by
statutory warranty deed. subject only to nondelinquent real property taxes and free
and clear of all liens, restrictions, encumbrances, and easements, save and except the
following:
Conditions and restrictions, including the terms and provisions thereof,
but deleting restrictions, if any, based on race, color, or creed, imposed
by instrument recorded July 30, 1964, in Volume 589, Page 378, Deed
Records for Marion County, Oregon.
Amendment to the Declaration of Restrictions, including the terms and
provisions thereof, recorded March 7, 1989, in Reel 677, Page 3, Film
Records for Marion County, Oregon.
Articles of Amendment of Senior Estates Golf and Country Club,
including the terms and provisions thereof, recorded April 6, 1982, in
Reel 277, Page 1366, Film Records for Marion County, Oregon.
Articles of Amendment of Senior Estates Golf and Country Club,
including the terms and provisions thereof, recorded April 6, 1982, in
Reel 277, Page 1373, film Records for Marion County, Oregon.
Articles of Amendment of Senior Estates Golf and Country Club,
including the terms and provisions thereof, recorded January 4, 1983,
in Reel 299, Page 595, Film Records for Marion County, Oregon.
Articles of Amendment of Senior Estates Golf and Country Club,
Including the terms and provisions thereof, recorded January 4, 1983,
in Reel 299, Page 598, Film Records for Marion County, Oregon.
Restated Articles of Incorporation of Senior Estates Golf and Country
Club, and Oregon Corporation, recorded November 20, 1985, in Reel
428, Page 71, film Records for Marion County, Oregon.
Page 2 -
AGREEMENT
'....
Exhibit "A"
Page 3 of 7
Restated Articles of Incorporation of Senior Estates Golf and Country
Club, an Oregon Corporation, recorded October 12, 1989, in Reel 723,
Page 219, Film Records for Marion County, Oregon.
Restated Declaration of Restriction, including the terms and provisions
thereof, recorded April 8, 1991, in Reel 844, Page 303, and amended
by instrument recorded November 4, 1992, in Reel 1003, Page 192,
Film Records for Marion County, Oregon.
,
5. Site Study. Before closing, Buyer may engage consultants or engineers of
the Buyer's choosing to conduct site studies of the Property as the Buyer deems
necessary. Buyer or its agents shall have the right to enter the Property at reasonable
times before closing to make such tests, inspections, studies, and other investigations
as Buyer may require at Buyer's risk and expense. It shall be a condition to closing
that the results of such studies or analyses be acceptable to Buyer in its sole
discretion.
6. Possession. Seller shall deliver possession of the Property to Buyer at the
closing.
7. Title Insurance. At closing Seller shall provide an AL T A owner's title
insurance policy, in the amount of $31,358.90, insuring title vested in Buyer subject
only to nondelinquent real property taxes and the encumbrances listed in Section 4
above.
8. Cost of Title Insurance. Seller shall pay the premium amount necessary to
obtain a standard owner's title insurance policy. The additional premium amount
necessary to obtain an AL T A owner's policy shall be paid by Buyer.
9. Prorations. Rental, revenues, and other income, if any, from the Property
and presently existing nondelinquent taxes, assessments, improvement bonds, and
other expenses, if any, affecting the Property, shall be prorated as of the closing date.
10. Seller's Reoresentations and Warranties. 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.
11. Risk of Loss. Until closing, the risk of loss shall be retained by Seller.
Page 3 -
AGREEMENT
--..--.----~.. ......~...-,.~--~-..-".....--."~r-..-~
Exhibit "A"
Page 4 of 7
I"
12. Vacation bY BuYer. Buyer agrees, immediately after execution of this
agreement, to initiate vacation procedures and to vacate that portion of Country Club
Road described as follows:
Beginning at a point on the West line of Lot 1, Block 55 of Woodburn
Senior Estates No.6 in Section 12, Township 5 south, Range 2 West of
Willamette Meridian, Marion County, Oregon, said point being north
00012'21" West 20.01 feet from the Southwest corner of said Lot 1,
Block 55; thence north 00012'21" West along the west line of said Lot
1, 96.97 feet to the northwest corner of said Lot 1; thence south
88045'37" East along the north line of said Lot 1 35.83 feet; thence
north 50028'07" West leaving the north line of said Lot 1, 48.41 feet;
thence north 88045'37" West 58.61 feet to a point on the west right-of-
way line of Country Club Road; thence South 00012'30" East along the
west right-of-way line 127.03 feet; thence south 88048'20" East 60.01
feet to the place of beginning and containing 8,136 square feet of land.
,
Said vacation procedure shall occur without delay and shall be subject to Buyer
retaining certain utility easements to be specifically described in the vacation
ordinance. Buyer warrants and guarantees that fee title to the property vacated shall
vest in seller free and clear of all liens and encumbrances excepting those utility
easements retained by Buyer and described specifically in the vacation ordinance. In
the event that fee title does not vest in Seller free and clear of all liens and
encumbrances except said utility easements upon vacation by Buyer, this agreement
shall be null and void and of no further force and effect and the parties hereto shall
have no liability of any kind to one another.
13. Develooment of Prooerty. Seller has filed land use applications in Variance
Case 94-03 and Site Plan Review 94-01 and plans to construct a new building on
property it already owns. Subject to the legal approval of these applications and any
conditions thereto, it is understood that Seller will proceed to obtain a building permit,
will start construction and will seek to obtain occupancy of said new building.
Any delay which results in the issuance of the occupancy permit for said building
after October 1, 1994, and which is caused solely and entirely by Buyer, or by the
State of Oregon Highway Division, because of the Country Club/Oregon Way
realignment project, shall result in Buyer paying Seller the sum of $2,880 (two
thousand eight hundred and eighty dollars) per month of delay as liquidated damages
and not as a penalty. This liquidated damage provision shall have no application to
delays which are the result of legal challenges to the vacation procedure or land use
appeals.
14. Removal of Existina Buildina. Buyer and Seller agree that Seller shall be
solely responsible for demolition of the existing building located primarily on the
Page 4 -
AGREEMENT
.'",
Exhibit "A"
Page 5 of 7
Property. Said demolition shall occur within 45 days of the vacation of that portion
of Country Club Road described in Section 11.
15. Removal of Obstructions from Existina Riaht of Way. Buyer and Seller agree
that Seller shall be solely responsible for removal of all existing obstructions, including
curbs and asphalt, located on that portion of Country Club Road described in Section
11 after Buyer vacates said portion of roadway. '
. 16. Release of Prooerty from Soecial Assessment for Country Club Road
Imorovement. In partial consideration for the execution of this agreement, Buyer
agrees to release that portion of Country Club Road described in Section 11 from any
special assessments related to installation of curbs, sidewalk and approach on Country
Club Road and sidewalk along highway 214, pavement and related roadway
improvements of the Country Club Road realignment project described herein after
Buyer vacates said portion of roadway.
17. Grant of Utility Easement. In partial consideration for the execution of this
agreement, seller grants to Buyer a public utility easement, an executed copy of said
easement is attached hereto as Exhibit" A" and, by this reference, incorporated herein.
18. Notice. Any notice under this agreement shall be in writing and shall be
deemed given when deposited in the United States mail, postage prepaid, certified or
registered, and addressed to Seller or to Buyer at the following addresses:
Dale W. Baker
Timothy R. Brown
P.O. Box 254
Woodburn, Oregon 97071
City of Woodburn
c/o Chris N. Childs
City Administrator
270 Montgomery Street
Woodburn, Oregon 97071
These addresses may be changed by giVing notice thereof as provided in this
paragraph. A copy of any notice may be sent to the escrow agent.
19. Attorney Fees. If any action is brought to enforce, rescind, or otherwise
concerning this agreement, the prevailing party shall be entitled to recover from the
other party, in addition to costs and disbursements allowed by law, costs of
evidencing title, and their reasonable attorney fees incurred therein, and in any appeal
therefrom in any amount to be determined by the court.
20. Entire Aareement. This agreement constitutes the entire, final and
complete agreement of the parties pertaining to the sale and purchase of the
premises. It supersedes and replaces all written and oral agreements heretofore made
and existing by and between the parties or their representatives, and there shall be no
Page 5 -
AGREEMENT
'----.--'''---'--1
Exhibit "A"
Page 6 of 7
~"""',
modification or alteration of this agreement unless in writing and signed by all parties.
By their signatures affixed hereto, all parties agree that all contingencies set forth in
any and all prior oral or written agreements between them concerning the premises
sold hereby have been and are now fully and completely satisfied, released and
terminated.
21. Choice of Law. 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 courts of the
State of Oregon or in the United States District Court for the District of Oregon.
22. Aareement Severable: If any provision of this agreement is held to be
illegal or unenforceable by the courts in connection with litigation over this agreement,
the validity of the remaining provisions shall not be affected, and the rights and
obligations of the parties shall be construed and enforced as if the agreement did not
contain the particular provision held to be illegal or unenforceable.
23. Time of Essence. Seller and Buyer agree that time is strictly of the
essence with respect to each and every term, condition, obligation, and provision.
24. Preoaration of Instruments: The parties acknowledge that the attorney
drafting this agreement and related documents represents only the Buyer. Seller is
advised to seek Seller's own legal advice regarding this transaction.
25. Indemnification: Buyer shall indemnify and defend Seller from any claim,
loss or liability arising out of or related to any activity of Buyer on the Property or any
condition of the Property.
26. Prooertv Subiect to Zonina Ordinance. The Property is subject to the
Zoning Ordinance of the City of Woodburn, Marion County, Oregon, and is presently
zoned Commercial General.
27. No Guarantee Reaardina Use of Prooertv. 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 AND TO DETERMINE ANY LIMITS ON
LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930
"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,
Page 6 -
AGREEMENT
-,....-.,
"-T-
Exhibit "A"
Page 7 of 7
I .~
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.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
as of litH-v - 2. , 1994.
,
BUYER:
~~~URN
Len Kelley, Mayor
STATE OF OREGON
County of Itf;:r.c./M)
)
) ss.
)
/t4A'7 Z- , 1994.
Personally appeared the above named DALE W. BAKER AND TIMOTHY R.
BROWN and acknowledged the foregoing Agreement to be their voluntary act and
deed.
Before me:
. OfFICIAL SEAL
.... P. L. PETERSON
.' ..' NOTARY PUBLIC,OREGON
. COMMISSION NO. 004791
MY COMMISSION EXPIRES FEB. 18. 1995
~/,~~~~
NOTARY UBLlC FOR OREGON
My Commission Expires:
STATE OF OREGON
)
) ss.
)
MAl }O
,1994.
County of M/U2./o/v
Personally appeared the above named LEN KELLEY, Mayor of the CITY OF
WOODBURN, and acknowledged the foregoing Agreement to be its voluntary act and
deed.
~_Q"fnf.
ffi~
!) ~, OFFICIAL SEAL
. ,;'....t~. :'~.~ KAY L. VESTAL
, " ~'.,:. ';'7 NOTARY PUBLIC-OREGON
, '" COMMISSION NO. 025549
,,":':'Ai~ISSION EXPIRES AUG 6, 1997
Page 7~~'" .
^ . 1
, );-e.,:;hL
OT ARY PUBLIC FOR OREGON
My Commission Expires: J-Io-97