Res 1047 - Agmt Sell Real Prop
COUNCIL BILL NO. 1293
RESOLUTION NO. 1047
A RESOLUTION ENTERING INTO AN AGREEMENT TO SELL CITY 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
WHEREAS, the Agreement of Purchase and Sale authorized in Resolution
1031 can be modified to combine these two sales transactions as a revised agreement
per this new 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, Blk 1, Industrial Park Addition No.3 as
said subdivision is platted and recorded in Vo1.34, Page 9, Book of Town
Plats for Marion County, Oregon; thence N 890 38' 30" W along the South
line of said lot, 291.60 feet; thence N 410 17' 48" E 291.69 feet; thence S 490
46' 34" E 218.36 feet; thence S 400 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.
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COUNCIL BILL NO. 1293
RESOLUTION NO. 1047
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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. /\ /? ~
/!1vt- ~ I~ II 1/
Approved as to form: \ -, - -
City Attorney
Date
~/::sU::~Y
APPROVED:
Passed by the Council
April 15, 1991
April 16, 1991
Submitted to the Mayor
Approved by the Mayor
April 16, 1991
Filed in the Office of the Recorder
ATTEST: ;rl~-~~
Mary Te t, Deputy Recorder
City of Woodburn, Oregon
April 16, 1991
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COUNCIL BILL NO. 1293
RESOLUTION NO. 1047
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REVISED AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE is made and entered into this
16th day of Apr; 1 ,1991, by and between the CITY OF WOODBURN,
an Oregon municipal corporation, (hereinafter referred to as "Seller") and GFI, LTD. III, a
U1ah 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 ''the 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 Prooertv. 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 Price and Pavment. 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. GFl'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. Closina 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.
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REVISED AGREEMENT OF PURCHASE AND SALE
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5. Escrow Aaent. The Escrow Agent used by the parties and referred to herein
shall be Willamette Valley Title Company located at 280 Uberty Street, S.E., Suite 200,
Salem, Oregon.
6. (a) Title 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 ("Commitment"). 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) Convevance 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) Survev. 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 Closina. 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. Brokeraae. 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. Remedv 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
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REVISED AGREEMENT OF PURCHASE AND SALE
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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:
c/o 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 Aareement. 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
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REVISED AGREEMENT OF PURCHASE AND SALE
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the City by Resolution 1031 but never execu1ed 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. Bindina 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 default 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. Governina Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Oregon.
20. Use of Propertv. 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 execu1ed this Agreement the day and
year first above written.
a ~~
Mary ~nt, 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
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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 41017'48" East along the westerly line of said lot,
a distance of 744.25 feet; thence South 55043'53" East 208.12 feet; thence south
81008'03" West 10.37 feet; thence South 41017'48" 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 40013'26" 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 bears North 41017'48" 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 Marion County, Oregon; thence North 81008'03" 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 bears
South 10036'20" West 31.82 feet) a distance of 32.21 feet; thence South 81008'03" 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 1 of Industrial Park Addition No 3.
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