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1999-1075-Minutes for Meeting November 03,1999 Recorded 11/30/1999VOL: CJ1999 PAGE: 1075 RECORDED DOCUMENT STATE OF OREGON COUNTY OF DESCHUTES *01999-1075 *Vol -Page Printed: 12/09/1999 11:20:38 DO NOT REMOVE THIS CERTIFICATE (This certificate constitutes a part of the original instrument in accordance with ORS 205.180(2). Removal of this certificate may invalidate this certificate and affect the admissibility of the original instrument into evidence in any legal proceeding.) I hereby certify that the attached instrument was received and duly recorded in Deschutes County records: DATE AND TIME: DOCUMENT TYPE: Nov. 30, 1999; 8:09 a.m. Regular Meeting (CJ) NUMBER OF PAGES: 45 MARY SUE PENHOLLOW DESCHUTES COUNTY CLERK MINUTES DESCHUTES COUNTY BOARD OF COMMISSIONER MEETING MARY SU-�_,-)ENHOLLOW COUNTY CLERK NOVEMBER 3,1999 Chair Linda Swearingen opened the meeting at 10:00 a.m., held at Sisters High School's Drama Room. Commissioners present were Linda L. Swearingen, Dennis R. Luke and Tom DeWolf. Also in attendance were Rick Isham, Legal Counsel; Steve Jorgensen, Community Development; Sheriff Greg Brown; Timm Schimke, Solid Waste Department; Cliff Clemens, Sisters Eagle Airport; Ed Fitch, Redmond Mayor; Joe Hannon, Redmond City Manager; and Don Gower, City of Redmond Finance Department. Also present were Elton Gregory, Fair Board; Boyd Keiser, Principal of Sisters High School; and numerous Citizens and Students of Sisters High School. 1. Citizen Input Boyd Keiser introduced the members of the City of Redmond Administration, the Board of County Commissioners, and other visitors. 2. Consideration of the Third Amendment to the City of Redmond Downtown Urban Renewal Plan Before the Board was the Signature of the Third Amendment to the City of Redmond Downtown Urban Renewal Plan. Don Gower of the City of Redmond Finance Department explained the background, priorities and benefits of approval of the Third Amendment to the City of Redmond's Downtown Urban Renewal Plan. Rick Isham discussed the proposed realignments and various details regarding the use of urban renewal funds. SWEARINGEN: I would move approval of the Third Amendment to the City of Redmond Downtown Urban Renewal Plan, upon receipt of final documents. LUKE: I'll second. VOTE: LUKE: Aye. DEWOLF: Aye. SWEARINGEN: Chair votes yes. MINUTES Pagel of 8 November 3, 1999 Board of County Commissioners Meeting 3. Discussion and Public Input on the Possible Reclassification of the Sisters Eagle Air Airport. Before the Board was a discussion of the possible reclassification of the Sisters Eagle Air Airport. Steve Jorgensen, Community Development Department, explained the County's jurisdiction, and how planning documents might be changed to protect the airport, which is unique in that it falls between standard airport categories. He further stated that the County is looking to consider it as a small, private airport with no expansion possibilities, and that it has to stay "as is" due to the limited approach area. He further indicated that it might be difficult to allow building on lots in the approach area. Cliff Clemens, the owner of Eagle Air for many years, then spoke. He estimated approximately 1,500 take -offs and landings per year, with many of them occurring in the summer and on weekends. He discussed the history of the airport, its current use and its importance to the community, including its utilization during emergencies and its contribution to the local economy. We have had very good working relations with the County, and the County knows more about the airport than any of the State people, and we would like to have as much local control as possible. Commissioner Luke explained the State of Oregon's requirement of different areas to protect their airports, and the County has asked that Sisters Airport be taken off that list, which means there will be an Oregon Department of Transportation hearing on whether this airport should be protected. This does not mean it will be shut down; what it does mean is that it can develop and conduct business as airports do without public hearings or public approval. We did not think this was necessary here. The County is more than willing to work with the owners of the airport to maintain what is already here and try to make it as safe as possible. In essence, this will mean more local control. Chair Linda Swearingen indicated there would be another hearing in the future before anything is actually adopted, and suggested there be a joint City Council/County Commission hearing to actually adopted the proposed Ordinance. 4. Presentation of Sisters Area Sheriff Services, including Consideration of a Contract with the City of Sisters and the Sisters School District. Before the Board was a Presentation of Sheriff Services in the Sisters Area. Sheriff Greg Brown introduced the Sheriff Deputies currently working within the Sisters area. He also explained how the Sheriffs Office coordinates services with the City of Sisters and the Sisters School District, and that these programs have been very well accepted and successful. MINUTES Page 2 of 8 November 3, 1999 Board of County Commissioners Meeting 5. Presentation of Solid Waste Department Update on Various Services. Before the Board was a Presentation of a Solid Waste Department Update on Various Services. Timm Schimke, Director of the Solid Waste Department, explained how services in and around the City of Sisters are handled. He said that the recycling program has been very successful in the Sisters area, being at nearly twice the level of other communities. In response to questions from the students, he spoke about the time left for Knott Landfill, how fees are generated and how much annual volume the landfill handles. He also discussed programs used in other areas, and how they may or may not work in Central Oregon. 6. Discussion and Consideration of Sisters Avenue Intergovernmental Agreement, New City of Redmond "Option B" Proposal, and Proposed Offer to Purchase Southerly Portion of Old Fairgrounds. Rick Isham, County Counsel, discussed the history of the fairgrounds, from its beginning as the Potato Festival to the new facility. He then discussed the terms of the Agreement. Commissioner Swearingen asked why the Fair Association, not the Board of County Commissioners, are making decisions regarding a possible property sale. Rick Isham responded that Arnett Enterprises took the position that if the County would not cooperate in the sale, they would approach the Fair Association directly. He further stated that the alignments listed in Option B are significantly different, and that it is hard to determine if the property is still needed for public use. He explained that it is impossible to describe the property adequately, and that some property may not be in the County's ownership at the time; surveying is necessary, and there may be zoning issues. Commissioner Swearingen asked what the normal procedure for the County to sell property is. Rick Isham responded that typically it sells property through County auction of surplus property as ordered by the Board of County Commissioners, following statutory procedures. Commissioner Swearingen asked if the confusion on the part of the prospective buyer is due to the Fair Association's involvement. Commissioner Luke asked if the previous Board had entered into any agreements in this regard. Rick Isham indicated that he was told by Nancy Schlangen, previous Commissioner, that they did not. Commissioner DeWolf asked how the prospective purchasers happened to arrive at a figure of $1.09 per square foot. Rick Isham answered that Elton Gregory of the Fair Association used 1996 appraisals to establish value, before the sale to Fred Meyer Stores and before sewer and water were installed. Elton Gregory explained there has been a lack of communication, and wanted to straighten out the issue. He stated that the sale of the southern portion of the property had been held up due to the sale to Fred Meyer. He said he was anxious to get the property on the market, and had several parties who were interested in it at the appraised value; but Arnett was the only bidder. MINUTES Page 3 of 8 November 3, 1999 Board of County Commissioners Meeting Commissioner Swearingen asked where the signed letter from the Arnetts is; Elton Gregory said he could not locate it, just an unsigned copy. Elton Gregory also stated that he was representing the Fair Association and also worked for the County. Commissioner Swearingen stated that the letter purportedly from the Arnetts was never signed, and there was never a meeting of the minds. Further, she stated that the Arnetts might have assumed they had a deal, but there was no transaction, only negotiations. Commissioner Luke asked if a Request for Proposal was advertised in the newspaper; Elton Gregory answered that he followed standard procedures. Commissioner Luke stated to Elton Gregory that Elton had signed in the role of the Fair Board; Elton responded that he has a letter from the Board of County Commissioners allowing him to act on its behalf except for contracting. Commissioner Swearingen indicated that the Arnetts thought they had a deal, but this never went before the Board for its approval. She further stated that the County could not sell even today due to incomplete legal descriptions. Elton Gregory said that his Fair Board is under the impression that the deal with the Arnetts is still a deal. Commissioner Luke stated that the Redmond City Counselor has said that some of their property has been sold for $5.00 per square foot; and asked why the County's is going for $1.09 per square foot, including services. Elton Gregory responded that he did not realize the transaction would take so long. Commissioner Luke stated to Elton that the property was offered as-is, with no guarantees; but now the Arnetts are asking for a lot of things. He further stated that in the transaction with Fred Meyer Stores, money was never spent until the County had complete documents with all signatures. Commissioner DeWolf explained that if there is a contract already signed, the Board would have no problem with it; but it is not a deal, and the parties have no obligation to finalize as it stands. He suggested a reappraisal and that it be reopened for bids, which would be a benefit to the County. Rick Isham stated that Jim Bonnarens has requested an updated appraisal, which should be received within a few weeks. It will be based upon high-density zoning, with potential commercial zoning, as Redmond may rezone adjacent lands, with mixed use possible. Commissioner Luke stated that it should be sold at the highest and best use, and residential may not be best. Rick Isham explained that the appraisal cannot zone otherwise unless there is a probability of a zone change. Max Merrill, Attorney representing the Arnetts, then spoke. He stated that the County, through Elton Gregory as its agent, put out a bid proposal, and that the Arnetts met all the requirements of the proposal. He said they were told by the County's agent, Elton Gregory, that the price, terms and all required changes as negotiated were acceptable. He further stated that the Arnetts would still want to close on the original proposal. MINUTES Page 4 of 8 November 3, 1999 Board of County Commissioners Meeting Commissioner DeWolf asked if there was anything in writing; Mr. Merrill stated no, but in good faith the Arnetts felt the oral representations made regarding proposal are binding. He said the minimum bid was established and the Arnetts met it. Commissioner Swearingen stated again that the proposal is not even signed; Mr. Merrill said that this is "nit-picking" and the Arnetts will go to court if necessary. Commissioner Luke stated that there is no acceptance on public record, and the Request for Proposal was not even dated or posted; he said that it must be made public and must in writing, or there is no deal. Mr. Merrill stated that Elton Gregory was authorized to represent Deschutes County. He further said that he feels that there was acceptance, with the legal description the only hold up to closing; he further stated that he feels the problems can be handled, and the Arnetts still wish to close. Commissioner Luke explained that the Arnetts' letter of credit has expired. Mr. Merrill answered that they were told it wasn't necessary; that the cash is available to close but they did not want to transfer funds while the closing was dragging on. Ron Bryant, Attorney for the Arnetts and the Fair Association, then spoke. He stated that the property has always belonged to the Fair Association with a reversionary right, as a non- profit corporation member organization. He indicated in the 1960's it was mandated by the Legislature that counties had passed a law appointing Fair Boards, with the Fair Board members coming from Fair Association members. He explained that the property went to Deschutes County by title only, i.e. "title holding trustee with a right of reverter"; and that it is Fair Association property. Mr. Bryant also stated that the County did not participate in the sale to Fred Meyer Stores, merely held title; but now it involves bond money and is much more complicated. He reiterated that it is not County property, and that the Fair Board and the Arnetts wish to close. Commissioner DeWolf asked why the County was not removed from the picture if this was the case. Commissioner Luke stated that he was not aware the previous Board of Commissioners had not signed an offer, as the file is incomplete. Mr. Bryant responded that most of the agreement was oral. Commissioner Luke stated that an oral agreement is not good enough, that agreements regarding the sale of property must be in writing. Commissioner Swearingen stated that it has been Legal Counsel's position all along that there was never a deal. Rick Isham said that the Arnetts had questioned changes in the road alignment, and he had explained the Board of Commissioners had not approved of the sale. Rick further stated that he met with Mr. Bryant, whose opinion was the exact opposite. Commissioner DeWolf asked Rick Isham if the Fair Association actually has authority to exclude the County. Rick did not have an exact answer, but estoppel can force an entity to complete a transaction, although it is very difficult against a public entity. He stated that he would research and evaluate the original deed. Mr. Bryant stated that there was no consideration given by the County, and that it is the responsibility of the government entity to provide additional documents. MINUTES Page 5 of 8 November 3, 1999 Board of County Commissioners Meeting Then the Board of Commissioners and Joe Hannon of the City of Redmond discussed the roadwork involving the Oregon Department of Transportation. Joe indicated a small portion of the property is to be changed, but it involves an environmental study in regard to Highway 97, and it may take up to 18 months to determine the alignment. Elton Gregory indicated that it was his feeling that the Board of Commissioners didn't want to get involved and just wanted to close the deal, but then it was held up by ODOT. At this point the Board of Commissioners indicated a desire to close the discussion until further research and clarification could be done by Legal Counsel. (See attached copies of letters and other correspondence relating to this issue.) 15. Additions to the Agenda Before the Board was an addition to the Agenda as presented by Rick Isham. The Board had previously approved the purchase of what is referred to as the "Kidnastics Building" from the Oregon Department of Transportation, and the County paid them the money in September, and we now have the deed. The law has changed and it is now required that the Board accept the deed. An acceptance of the deed previously approved has been prepared for signature. SWEARINGEN: I would move acceptance of the deed. LUKE: Second. VOTE: LUKE: Aye. DEWOLF: Yes. SWEARINGEN: Chair votes aye. CONVENE AS THE GOVERNING BODY OF 4-H/EXTENSION COUNTY SERVICE DISTRICT 7. Approval of Weekly Accounts Payable Vouchers for 4-H/Extension County Service District in the Amount of $446.80. SWEARINGEN:I would move approval of weekly accounts payable vouchers for 4- H/Extension County Service District in the amount of $446.80, subject to review. LUKE: I'll second. VOTE: LUKE: Aye. DEWOLF: Aye. SWEARINGEN: Chair votes yes. MINUTES Page 6 of 8 November 3, 1999 Board of County Commissioners Meeting CONVENE AS THE GOVERNING BODY OF 9-1-1 COUNTY SERVICE DISTRICT 8. Before the Board was Approval of Weekly Accounts Payable Vouchers for 9-1-1 County Service District in the Amount of $13,580.47. SWEARINGEN: I would move approval of the weekly accounts payable vouchers for 9-1-1 County Service District in the amount of $13,580.47, subject to review. LUKE: I'll second. VOTE: LUKE: Aye. DEWOLF: Aye. SWEARINGEN: Chair votes yes. CONVENE AS THE GOVERNING BODY OF THE BEND LIBRARY COUNTY SERVICE DISTRICT 9. Before the Board was Approval of Weekly Accounts Payable Vouchers for the Bend Library County Service District I in the Amount of $60,611.50. Commissioner Luke indicated that he would not vote for this item, as it needs to be reviewed to learn whether it comes under the bond; it was his belief that it does not. DEWOLF: I would move approval of the weekly accounts payable vouchers for the Bend Library County Service District (Construction) in the amount of $60,611.50, subject to review. SWEARINGEN: Second. VOTE: LUKE: No. DEWOLF: Aye. SWEARINGEN: Chair votes aye. RECONVENE AS THE DESCHUTES COUNTY BOARD OF COMMISSIONERS Consent Agenda. Before the Board was Approval of the Consent Agenda. Consent Agenda Items: 10. Signature of a Deed of Dedication of a Right of Way for Property Located at Dayton Road; MINUTES Page 7 of 8 November 3, 1999 Board of County Commissioners Meeting 11. Signature of an Oregon Liquor Control Commission License for Black Butte Ranch Lodge; 12. Signature of Order No. 99-141 and Order No.99-142, Tax Refunds for Overpayments and Vouchers; 13. Signature of Order No. 99-165, to Vacate a Portion of the 1909 E. W. Richardson Road in Alfalfa; and 14. Approval of Weekly Accounts Payable Vouchers, Subject to Review. DEWOLF: I would move approval of the Consent Agenda. SWEARINGEN: I'll second. VOTE: LUKE: Aye. DEWOLF: Aye. SWEARINGEN: Chair votes yes. Chair Linda Swearingen adjourned the Meeting at 12:35 p.m.. DATED this 3rd day of November 1999 by the Deschutes County Board of Commissioners. ATTEST: Recording Secretary ennis R. Luke, Commissioner MINUTES Page 8 of 8 November 3, 1999 Board of County Commissioners Meeting DESCHUTES COUNTY LEGAL COUNSEL RICHARD L. IS M WExt. 6625 County Counsel TO: ida L. Swearingen, Chair October 28, 1999 Tom DeWolf, Commissioner Dennis R. Luke, Commissioner RE: Southerly :Portion of Old Fairgrounds File No. 3-709 Attached is a copy of a letter which I received from Ed Fitch; as an attorney for Arnett Enterprises, LLC; responding to my letter dated October 20, 1999. Ed Fitch's letter states, in part, "...the Arnetts believe they have a binding commitment to purchase the property for the purchase price of $863,000." The essence of the letter is that most of the issues that were raised in my letter can be worked out, with the exception of the "guarantee." Ed Fitch proposed to hold funds at closing until title to the land under the vacated Canal Boulevard is cleared through a quiet title action. Contemporaneous with receipt of that letter, Ed. Fitch telephoned me and indicated that my October 20, 1999, letter came as a complete surprise. He stated that the Arnetts were ready to go forward to purchase the property. He indicated a willingness on the part of his clients to sign a purchase agreement and authorized me to deliver a copy of his October 21, 1999, letter to you. I had a phone message from Ed Fitch on Monday, October 25. 1 returned his call. He indicated that Ron Bryant had been the mayor of the City of Redmond in 1974, and had signed a correction deed which provided that the Fair Association could request reconveyance of the property to the Fair Association. I obtained a copy of the 1974 deed. The section he referred to reads: "PROVIDED, said premises to be reconveyed by Grantee to Deschutes County Fair Association, its successors and assigns, at the expense of said Deschutes County Fair Association, upon receipt by Grantee of a written request by said association for such reconveyance." This 1,974 Corrective Bargain and Sale Deed was a modification of a 1968 deed from the City of Redmond to Deschutes County, granting the property to Deschutes County. Because of the reconveyance clause in the 1974 deed, Ed Fitch told me that he felt that the Fair Association had the power to implement the sale of the southerly portion of the old fairgrounds to the Arnetts. Ed Fitch also said that Ron Bryant had talked with Elton Gregory regarding the proposed sale. He reported that Elton Gregory told Ron Bryant that Elton felt he had a deal with the Arnetts. He said that the Arnetts were waiting to close. I received an additional telephone call from Ed Fitch on October 27, 1999. He told me that Randy Arnett had told him that he was aware of the expiration date of the letter of credit and had discussed the expiration with Elton Gregory. Ed Fitch relayed that Elton Gregory told Randy Arnett not to worry about the expiration of the letter of credit because Elton was sure that the Arnetts were "good for it." I take that to mean that the Arnetts had sufficient funds to close the proposed sale. Ed Fitch stated that the Arnetts presently have the funds available to purchase the property. Regarding the "Option B" road dedications, I received an e-mail from Mike Berry regarding his conversation with Jeff England, City of Redmond Engineer. A copy of the e-mail is attached. If I understand the e-mail correctly, no work has yet been done to describe or implement the Option B map which was provided to the Board of Commissioners on. October 7. Additionally, the e-mail indicates that the City intends to vacate the right-of-way dedications the City received from the County and the Fair Association, As I understand the plan, the City would then purchase new right-of-ways from the new owners of the southerly portion of the old fairgrounds. When the new right-of-ways are acquired, the City will build the roads described in Option B. RLI: vmb s u o�.AF.fi wt��Cwnxvo�datoe�9occ ro &W&X+r rwtim as FO dc c: Ed Fitch Elton Gregory Ron Bryant Carl Dudi 10 2 1 - 99 IS : 50 'a5.11 5.18 1 895 11RSAN"l-I:1lERSt1N fih002 / 00 a BRSCA NT EMERSON & FITCH Attorneys at Law October 21, 1999 VIA FACSUME 383-0496 (Hard Copy vk Fust.Gass MQ .- .i:� IRV :V s 9• t =: Arnett Fairgrounds Purebme Dear Rioiz Riunxld I. Ri am Craig P. Emerson Edward P. Fitch Geoffrey J. Gnkey Stcven D. Bryant Gregory P. Colvin I have had a chance to review your letter dated October 20, 1999 with Ron Bryant, John Amen, and Sheldon Amm Ratifier than go through each historim 1. event item-bph m, suf 1w it to say that the A=&b believe they have a bin&g oommitment to purchase the property for the purchase price of $8630000. The Arnetts are prepared and have been prepared to close this transaction for some time. Regarding the Issues you have raised in your letter of October 20, 1999, let me comment as WOWS: 1. As I indicated to you and the commissioners 1astMarch, Me proposed northerly a*aAon of South Canal Boulevard was an issue that was indqmdent of any closing. Whea I brought tris matter up last Mamh, I advised you and the commissioners I was doing So that that ase issues wmre be sedmby of five es with the Wand would naderstand 2. Them is no condition as to dosing fW ft proms► needs to bo rezoned. I know it was discussed last spring, but it has b000= apparent that the toniag issua is more complicated than originally thought, and would tate too much time to resolve prior to 888 Wat EvrtgCeea AvCuuo t.0. BM r.5y XAdntond, OR 4n&"108 (541) 048.2161 Kau (541) RUNS Eca0 be @cmpum mm 101Z1 1 99 15:51 la541 548 1895 BRYANT-ESIE.RS(1N lei 00J 001 13RYANT EMERSON & PITCH Auornaya at I,.aw Richard L. Iaham Legal Counaol October 21, 1999 Page 2 closing. The Arnetts have agreed to close the transaction and address the road and zoning issues with the city post -closing. 3. The Arnetts agree to pay the reimbursement of $16,500 for the extension of water and sewer to Lot 2. 4. The Amey are agreeable to the reservation of the utility casemeat on Canal Boulovard and have previously communicated that agreement to the city. S. the building restrictive covenant is an important issue which should be addressed at closing. As I Indicated to you, the current language proposed by the county could be subject to different interpretations. Ron Bryant spoke with Dave Grm at Fred Meyer, and Fred Meyer agrees that clarifying the restrictive language at this time would be helpful. Fred Meyer also agrees generally with our intupretatlon and will forward to you and to us some clarifying language. 6. Regarding the title insurance, we agree that the ALTA title is prohibitively expensive, but I understood from you that our request for providing survey informadon and maps on the property was not a problem and would be forthcoming. 7. Regarding Canal Boulevard, there is an issue that came up because the property on the east side of Canal Boulevard was not owned by the fairgrounds. The Anietts arc prepared to hold the city harmless and to initiate a quite title aeon on the tuna to be wacatcd and the small strip of land on the east tide of Canal Boulevard. X would tugge st that we hold back at closing S50,028.71, which would be released to the fair association or county once the quiet title action is completed. My estimate on the quiet title action would be appmidmately 90 days t. The money would retrain in an interest bearing account pending the resolution of ft quiet title aotion. Rick, I think we have: a clear path to closing. I do not think it will take very long. I drink the parties have cooperated In good faith up to this point In time. We ark quite firaMy =pdjed that this issue is being dragged into the ongoing dispute betweoa the fair association and the cotmty. We Lave always understood gat this tiansactiQa was Szza. There has rbever been a formal request for lWn or me by you or Elton that any speeifio heat be done or this trartsaedon --- 10-121/99 15:51 $541 548 1895 BRYANT EMERSON & FITC:H Atiurm:yy at Law BRTANT-EMERSON 004/004 Richard L. /sham Legal Counsel October 21, 1999 Page 3 would be in jeopardy. We are assuming that all the parties are ready to move forward and get these issues resolved. Please get back to me at your earliest convenience. Thank you. Very truly yours, Bdward P. Fitch. Mri.P:lr oo: Arnett Enterprises, LLC Joe Hannan, City Manager City of Redmond Pabc t o l- t From: mikeb@co.deschutes.or.us <mikeb@co.deschutes.or.us> To: Rick Isham (E-mail) <ricki@deschutes.org> Date: Tuesday, October 26, 1999 2:27 PM Subject: Fairgrounds Utility Easement Rick, Jeff England just returned my call (He was in Mexico last week, hence the tardiness of his reply). He said the fiber optic line is a US West facility. He thought that it might be wise to also grant the easement to other utilities in the area such as Cascade Natural Gas, P.P. & L., cable company, and possibly the City of Redmond since utilities will need to be brought into the site once its developed. Seems to me that this would have to be a decided by the Redmond City Council. While 1 had him on the phone, I asked him what was going on with the "Option B" road network. Seems that after he presented the dedication, road plans prepared by a consultant, etc. to the City Council, the mayor and one other councilor voiced the opinion that the road layout should be designed to make Canal Boulevard a through road in order to have one main north -south arterial through the heart of the city. (This is rather ironic in that one of Jeffs original layouts for the road re -alignments was very similar to this Option B. It got the kibosh put on it due to the way it carved up the County property). As I understand it, the city will vacate the right-of-ways we dedicated to the public in deed Vol. 1999 Pg. 35842. They will then purchase new right of way from the new owners of the old fairgrounds property. The City will then build the new roads. Jeff said that no actual surveying (staking right-of-way, writing descriptions, designing roads) has been done yet. The option B map is just lines drawn on the map. Mike 4V� ' INA REV ED LE COUNSEL BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY MAN 21 , A Resolution Authorizing the Borrowing of $800,000 by the Fairgrounds Construction * MARY Sic lUiHOLLOWCAUNT Y CLERK Fund from Solid Waste Capital Projects Fund, Providing for Repayment, and Directing the County Treasurer to make Appropriate Entries. RESOLUTION NO. 99-037 WHEREAS, it is necessary that the Fairgrounds Construction Fund borrow $800,000 to cover project expenses until the sale of southerly portion of the old fairgrounds is closed; and WHEREAS, the Solid Waste Capital Projects Fund has sufficient resources to make a loan to the Fairgrounds Construction Fund in the amount of $800,000; now, therefore BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON, as follows: Section 1 That the Deschutes County Treasurer is hereby authorized to transfer EIGHT HUNDRED THOUSAND DOLLARS ($800,000) from the Solid Waste Capital Projects Fund (33) to the Fairgrounds Construction Fund (56), to be used for expenses for the constriction of the new Deschutes County Fairgrounds. Section 2. The principal of the loan, together with interest from the date of the loan until repaid at five and one-half percent (5.5%) per annum, is to be repaid to the Solid Waste Capital Projects Fund in the fiscal year 1999-2000, immediately upon receipt of sufficient cash within the Fairgrounds Construction Fund to allow repayment Section 3. That the Treasurer is hereby directed to make such entries in the records of the County for the fiscal years 1998-99 and 1999-2000 as are necessary to reflect these transactions. DATED this 26th day of May, 1999. BOARD OF COUNTY COMMISSIONERS OF DESSHUTE$ CVJXTY, OREGON Chair T: T. N. D , Recording Secretary 621M R. LUKE, 1-RESOUMON NO. 9M37 (0499) ell qqq- REVIEWED O. MEMORANDUM OF UNDERSTANDING p� 4i�, c, Deschutes County, a political subdivision of the State of Oregon (County),`besc�tes County Fair Board, a five -member board appointed pursuant to ORS 565.210 (Fair - Deschutes County Fair Association, an Oregon nonprofit corporation (Association) grii, a follows: :5 1. County shall loan $800,000 from its Solid Waste Capital Projects Fund to Fairgrounds Construction Fund (the loan). The loan shall be charged interest at a rate of five and one-half percent (5.5%) per annum from the date of the loan until repaid. 2. The Fairgrounds Construction Fund shall repay the loan and accrued interest prior to the end of the 1999-2000 fiscal year. 3. The proceeds of the sale of the southerly portion of the old County fairgrounds located westerly of Canal Boulevard in Redmond, Oregon, or other available funds, shall be used to provide funds to the Fairgrounds Construction Fund to repay the loan and interest referred to above. 4. The parties to this Memorandum of Understanding agree to the loan and repayment of funds as set forth herein and will fully cooperate in the sale of the southerly portion of the old fairgrounds and the repayment of the loan. COUNTY: Dated this _,.Z day ofr 1999 Dated this �_ day oft 1999 BOARD OF COUNTY C011SUSSIONERS OF DESCHUTES COUNTY, OREGON DESCHUTES COUNTY FAIR BOARD NEIL AVIS, President WILLIAM R. MAYFIELD, PWetary Page 1 of 2 — MEMORANDUM OF UNDERSTANDING ASSOCIATION: DESCHUTES COUNTY FAIR ASSOCIATION Dated this day of ,1999 Page 2 of 2 — MEMORANDUM OF UNDERSTANDING Is; MESO. • i■ ter: ;- Ito-, : I I � ■�� IM" ■ �■ .. IN ■■ mm ■o ON OWN 0r: i INn SSSS � ■�� 111 �■ ow Mm ■■ mm ■o ON OWN DN_I>r {mmi ummvara Mail% An#lan R i _7TighCa—nd _Je. T y I k Ar I, k k I'nd'ian Ave k- - "—qu, St./lith st. CONNECTION k _ k INDIAN AVE.Fk�`i EXTENSION �, k ,� k kl r kl kk k 7 n iffier Ave: 9th St./11th St CONNECTION 7�a1 ama A' livcx _"e. 11 th St. WIDENING CANAL BLVD. RE -ALIGNMENT kL I -2I k I� I k Il k� k k� Lk k k k X k k kk k �y k k kk k k k 'q k k k k k kk k k k k k k GRANGE KALAMA AVE. EXTENSION SISTERS AVE. EXTENSION: NEW B RIDGE OR NEW PIPE FOR CANAL CROSSING GRAPHIC SCALE 400 0 200 400 2S. en's Ile ( IN FEET ) O.S.U. 1 inch = 400 fL EXTENSION OFFICE — — — S. 1/4 COR. SEC.16 T15S. R13E. W.M. Jv k k FRED MEYER k -k k '� k PROPERTY WIDEN CANAL BLVD. ' FROM OBSIDAIN AVE. SOUTH (APPRox tsoo FT.) REMAINING COUNTY PROPERTY 11i �1 �Iiffwll�b • • • • , • • , • PROPERTY AT THE OLD REDMOND FAIRGROUNDS i T15S R13E W.M. REDMOND ORE SCALEo 1'400' DRAWN VoMAA. I DATEt I S.E. e7TH STREET, BEND, OR. SHEET 1 OF 1 VOL: CJ1999 PAGE: 663 RECORDED DOCUMENT STATE OF OREGON COUNTY OF DESCHUTES I hereby certify that the attached instrument was received and duly recorded in Deschutes County records: DATE AND TIME: DOCUMENT TYPE: Apr. 13, 1999; 12:44 p.m. Agreement (CJ) NUMBER OF PAGES: 4 MARY SUE PENHOLLOW DESCHUTES COUNTY CLERK OCJ1999-663 *Vol -Pap 04/21/1999 10:56:32 MICRO II,KAED APR � a 199`j r♦r�rw•.1� I��M APK r, 11999 O lqqq - 44d REVIEWED LZ[.. C!'- JN UE SISTERS AVENUE INTERGOVERNMENTAL AGREEMENT THIS AGREEMENT made and entered into by and between the CITY OF REDMOND, Oregon, a municipal corporation, hereinafter referred to as "City", and DESCHUTE& cc COUNTY, a political subdivision of the State of Oregon, hereinafter referred to as, -,:;y "County." cn ;;a m w _-e 7 Recitals C-$ rTi .� M 1. County owned or owns certain real property in the City of Redmond, Oregon, 5;� r-- commonly known as the old Deschutes County Fairgrounds (fairgrounds), generl located South of Highland Avenue and West of Canal Boulevard. The County so d approximately 15 acres of the fairgrounds to Fred Meyer Stores, Inc., by deed dated December 30, 1998. The County used the proceeds of the Fred Meyer sale in the development of the new Deschutes County Fair and Expo facilities currently raider construction South of Airport Way in the City of Redmond, Oregon. The County retained approximately 15 acres of the fairgrounds and intends to sell the retained property and use the proceeds in the development of the new Deschutes County Fair and Expo facilities. 2. The County owns a parcel of real property located at 1421 South Highway 97 in Redmond, Oregon, (extension property) which houses the offices of the Oregon State University Extension Service and the Deschutes County Extension and 4-H County Service District. 3. City controls the vacation of certain undeveloped dedicated public right of ways which encumber the fairgrounds. The City has proposed the vacation of portions of the right of ways on the fairgrounds subject to the realignment of certain existing streets and the construction of certain streets (project). The City also proposes the vacation of a portion of Canal Boulevard when the proposed realignments and new streets are completed. In order to proceed with the project, City needs a portion of the extension property, currently used for parking, along with a portion of the fairgrounds to be dedicated as public right of ways. NOW THEREFORE, it is hereby agreed by and between the parties as follows: TERMS OF AGREEMENT: CITY OBLIGATIONS 1. City shall, at its expense or at the expense of another exercising a land use permit, cause to be constructed to City standards the project generally depicted on the map attached hereto as Exhibit A to this agreement consisting of the westerly extension of Sisters Avenues across Highway 97 and the fairgrounds along with the realignment of Canal Boulevard, Eleventh and Ninth Streets as shown on the map. City shall, as a project expense or as a result of dedication by others, acquire all needed right of ways Page 1 - Sisters Avenue Intergovernmental Agreement %\Zeus\sha edUgaf Cwtracts and AgreanentARoaMISTERS AVENUE [NMOOVERNMENTAL AOREEMENT.doc located on real property not owned by the County. After the project is constructed, City shall thereafter maintain the project as City streets. 2. City shall maintain and, from time to time, revise the project schedule and budgets. City shall, subject to the non-availability of funds as provided in this agreement, annually budget for the anticipated cost of the project and right of way acquisitions. 3. City shall replace and relocate the parking spaces lost on the extension property as a result of the dedication of extension property for the Sisters Avenue extension (replacement property). The replacement property shall be located on land that is adjacent or convenient to the remaining extension property and shall have not less than the number of parking spaces lost to the project. County shall receive an adequate interest in the replacement property so that the extension property is not devalued because of the replacement property. The City shall cause the parking spaces on the replacement property to be constructed to a satisfactory paved parking lot standard. City may, in lieu of replacing and relocating the parking, purchase the extension property at it current fair market value to be determined by an appraisal to be made at City's expense by an appraiser satisfactory to the parties. 4. City shall initiate the vacation of those portions of the right of ways no longer necessary for public use when any portion of the project is approved and subject to a land use permit which provides financial assurances satisfactory to the City that the proposed portion of the project will be constructed, except that any portion of an existing right of way need not be vacated until the project, or portion thereof, is completed if the right of way is used by the public. 5. City shall review the zoning of the fairgrounds property in consideration of the City's 2020 Committee recommendations as soon as reasonably possible. COUNTY OBLIGATIONS 1. County shall dedicate the right of way on the fairgrounds and the extension property needed for the project at no cost to the City other than the cost of relocating and replacing the extension property parking lost as a result of the project. If City elects to purchase the extension property, County shall sell the property to the City at its fair market value. 2. County shall assist the City with field surveying as directed by the City engineer to establish right of ways for the project. County shall also make County staff available to the City to provide technical assistance and to assist in the acquisition of needed right of ways from other public entities and private persons. 3. County shall not sell its present interest (southerly portion) in the fairgrounds until the dedication of the need right of ways is completed. 4. So long as the County owns the fairgrounds, the County shall allow the City and it agents to enter upon the fairgrounds as is necessary to design and construct the project. Page 2 - Sisters Avenue Intergovernmental Agreement \\Zeus\shared\LegaWontmcu and AgreementARoaMISTERS AVENUE PMRGOvERNMENTAL AGREEMENT.doc GENERAL PROVISIONS 1. This agreement may be terminated by mutual agreement of the parties. This agreement may also be terminated by any party if conditions arise which make the project unfeasible due to unforeseeable circumstances. In the event of termination as a result of unforeseeable circumstances, the terminating party shall give 60 days prior written notice of termination. Any termination of this agreement shall not prejudice any rights or obligations accrued to the parties prior to termination. 2. It is agreed by and between the parties that neither party is not carrying out a function on behalf of the other party, and neither party has the right of direction or control of the manner in which the other party delivers its obligations under this agreement, nor does either party exercise any control over the activities of the other party. 3. Neither party is, by virtue of this agreement, a partner or joint venturer with the other party in connection with activities carried out under this agreement, and neither party shall have any obligation with respect to the other party's debts or any other liabilities of each and every nature. 4. In the event sufficient funds shall not be appropriated for the payment of obligations required to be paid under this agreement, and if party has no funds legally available for payment of the obligations from other sources, then the party may terminate this agreement in accordance with its terms. COUNTY: Dated this 16 day of '1999. ST: Recording Secretary CITY: BOARD OF COUNTY COMMISSIONERS Dated this 23rd day of February , 1999. +DfFW-H; Mayen Ran, y ovey, Counci Georgig,.:'Jo" Wol re8ident Recorder , Deputy Page 3 - Sisters Avenue Intergovernmental Agreemept N ZeulsharedVLegar Contracts and AgreementARoaMISTERS AVENUE INTERGOVERNMENTAL AGREEMENT.doc • • • --Xvle. c •�I ���� _Tn_d.id_nAve.INDIAN AVE EXTENSION �'1Q;r�• •w� 9th St./11th St. CONNECTION -Kaldma Az CANAL BLVD. RE -ALIGNMENT l'? 901 St./11th St, CONNECTION I F] nn � EXTENSION OFFICE — S. 1/4 COR. SEC.16 T15S. R13E. W.M. WIDEN CANAL BLVD. FROM OBSIDAIN AVE. SOUTH (APPROX 1600 FT.) KALAMA AVE. EXTENSION SISTERS AVE. EXTENSION: NEW BRIDGE OR NEW PIPE FOR CANAL CROSSING GRAPHIC SCALE 0 200 400 ( IN FEET ) I inch = 400 M FRED MEYER PROPERTY jREMAINING COUNTY / PROPERTY PROPOSED ROAD EXTENSIONS OR RE -ALIGNMENTS FRED MYER PROPERTY AT THE OLD REDMOND FAIRGROUNDS LOCATED IN SEC. 16 T15S R13E W.M. REDMOND OREGON HUTES COUNTY ROAD DEPARTMENT ISCALEs 1" 400' DRAWN Po M.J.B. I DATES 1/1/0( S.E. 27TH STREET, BEND, OR. 9770 , w o w SVV- ase. wn SHEET 1 OF E'S SCO Legal Department ADMINISTRATION BUILDING - 1130 NW HARRIMAN • BEND, OREGON 97701 FACSIMILE 8641-383-0496 VIA FACSIMILE AND FIRST CLASS MAIL October 20, 1999 Edward P. Fitch Bryant, Emerson & Fitch PO Box 457 Redmond, OR 97756 Re: Southerly Portion of Old Fairgrounds Richard L. Isham W 641-388-6626 Bruce W. White W 641-388-6693 Mark P. A►nherg 9P 641-330-4646 PI.F.ASF. RkFFR TO FILL NU.: 3-709 Elton Gregory, Deschutes County Fair Association President, issued a request for proposals relating to the old fairgrounds property ("property") in the fall of 1998. Randall C. Arnett responded to the request on behalf of Randall C. Arnett, Nevelyn Arnett, John Arnett and Sheldon Arnett by unsigned letter dated November 23, 1998, offering to purchase the R-5 portion of the old fairgrounds for $863,000. The offer was accompanied with a standby letter of credit dated November 20, 1998, in the amount of $86,300 issued by the Bank of the Cascades in favor of the Deschutes County Fair Association. The expiration date of the letter of credit was January 31, 1999. The letter of credit was not extended. It is my understanding that Arnett Enterprises, LLC, is now the proposed buyer of the property. No sales agreement or earnest money agreement was developed subsequent to receipt of the November 23, 1998, offer. The November 23, 1998, offer was never presented to or acted upon by the Board of County Commissioners. Ron Bryant requested that I attend a meeting regarding the property on March 3, 1999, in your offices. At the meeting, Ron Bryant and I disagreed on whether the unsigned letter and expired letter of credit constituted a binding agreement to sell the property. The City of Redmond and Deschutes County entered into the Sisters Avenue Intergovernmental Agreement on February 23, 1999. That agreement has guided a number of County and City decisions regarding the property. Although the County has substantially performed under the agreement, due to changes in direction by the City, it appears that significant actions contemplated to be performed by the City remain unaccomplished. In addition, significant actions taken by the County under the agreement, including the dedication of new right-of-way, may now need to be reversed or modified. These dedications were developed by the County to accomplish the realignment of Canal Boulevard and the extension of Sisters Avenue. Deeds were prepared, signed by the Board of County Commissioners and the Deschutes County Fair Association, and sent to the City. Those dedication deeds were signed by the City and recorded with the Deschutes County Clerk on July 22, 1999. Quality Services Performed with Pride I":d\\,1rd 11. Pitch October 20. 1990 Page 2 At a recent meeting on October 7, 1999, the County was given a map entitled Sisters Avenue Extension/South Canal Boulevard Realignment, Option B. This option appears to reflect a proposal advanced by you and reported in the May 25, 1999, issue of The Bulletin. The alignments in Option B are at a substantial variance to the alignments that were previously dedicated and accepted by the City. A substantial portion of the previously dedicated right-of-way will need to be vacated and significant new right-of-way will be required to allow Option B alignments to be realized. In our recent conversation, you indicated that it would be the City's responsibility to deal with the purchaser of the property to adjust right-of-ways and easements on the property. Prior to our conversation, I had spoken with Carl Dutli, City Attorney, regarding the issues raised by the proposed change in right -of --way locations. I suggested, that in order to protect the City's fiscal interests, that new right-of-way dedications be deeded to the City and the unneeded right-of-way be vacated. In the alternative, I suggested that prior to any transfer of the property by the County and Fair Association, that the City negotiate a cost for acquiring additional right-of-way needed to accomplish the alignments contemplated in Option B. It is my understanding that the City was to propose rezoning of a substantial portion of the property to commercial zoning. If acquisition costs for Option B alignments are not for a liquidated amount, the City could conceivably end up spending huge sums at a later date to acquire commercially zoned land needed for Option B right-of-ways. This potential scenario concerned the Board of County Commissioners. After the meeting with the City Council on October 7, 1999, Commission Chair Linda Swearingen telephoned Joe Hannan, Redmond City Manager. She requested that the City Council approve a letter to the County at its next council meeting directing that the County proceed with a sale of the property. If it is the Council's desire that the County proceed, even though there are outstanding and unresolved issues and the future costs of acquiring right-of-ways is unknown, the Council needs to make that position known to the Board of County Commissioners. The requested letter has not yet been received. I have advised the Board that prior to the sale of the property, a sale agreement will need to be agreed upon by the County, Fair Association and the purchaser. No agreement has been presented to the Fair Association or Board of County Commissioners for review at this time. A preliminary title report relating to the property was previously furnished to you. I have set out below outstanding issues and contingencies of which I am aware. A number of issues were discussed at a June 4, 1999, meeting in your law offices. A copy of the meeting minutes was previously faxed to you and Ron Bryant along with a June 8, 1999 memo from Mike Berry, a County engineering associate, relating to the Carey Act issues identified by Gary Jurgensen, First American Title Company, affecting the ability of the City to vest the full width of the proposed Canal Boulevard vacation to the property. In conjunction with the proposed vacation of Canal Boulevard, the City had requested the County's assistance in locating utilities in the Canal Boulevard right-of-way. Mike Berry prepared and transmitted to Jeff England, City Engineer, by memo dated July 20, 1999, utility easement descriptions relating to the vacation of Canal Boulevard. You previously were faxed a copy of his memo on July 27, 1999. These proposed easements affect the property because the easements fall, in part, outside of the right-of- way of Canal Boulevard. The easements are for a fiberoptic cable, a guy anchor and existing October 20, 1999 Page 3 overhead utility lines. It was proposed that the easement set forth in the July 20 memo be preserved as an exception or reservation in a deed to the property. With the change in the proposed street vacations and the alignment changes set forth in Option B, as proposed by the City, the engineering work completed by the County does not properly reflect the apparent intentions of the City and this work will need to be redone. Based on the June 4 meeting, the vacation of the old portion of Canal Boulevard was to be initiated on June 8, 1999, by the City. The status of the vacation and the existing utility encumbrances continues to be an unresolved issue. Gary Jurgenson has suggested that it is more appropriate to grant specific easements to the affected utilities. I plan to check with the City to determine the status of the proposed vacation in order to determine how to proceed on this issue. 2. It is the County's understanding that your clients are unwilling to commit to go forward with the offer to purchase of the property until portions of the property are rezoned to commercial zoning. It is the County's understanding that the City is handling all zoning issues. It is also my understanding that the City of Redmond Planning Commission has not yet formulated a recommendation on the zoning for the property. 3. The City had reported to the County that it would be bidding the Sisters Avenue extension of Canal Boulevard realignment project around June 30, 1999, and that bids would be received and reviewed in the third week of July 1999. As a result of the changes in the proposed project reflected in Option B, I need to check on the status of the project with the City. Jeff England was not at the October 7th meeting and no update of the construction contract was discussed. 4. At the March 3, 1999, meeting with the Arnetts, Elton Gregory identified that $16,500 had been expended to extend water and sewer from the Fred Meyer property to Lot 2, Redmond Town Center. I understand from Ron Bryant that Elton Gregory's request for reimbursement of this amount has been questioned by your client. Attached is a copy of the supplemental sale and purchase agreement relating to the extension of the water line and sewer line, as required by the City, along with the map showing the location of the utilities. The alternative to not extending the water and sewer line would have been to delay the closing with Fred Meyer in order to eliminate from the plat the property consisting of what is now Lot 2, Redmond Town Center. This would have eliminated the need to extend water and sewer to the property. However, water and sewer would ultimately have to be extended at a cost of approximately $77,000, according to an estimate furnished to Elton Gregory. Additionally, the unplatted property may not be available for development without the creation of the parcel through a subsequent subdivision approval. The $16,500 cost incurred to extend the water line is a cost incurred that only benefits the parcel and is to be reimbursed. 5. Carl Dutli contacted me with respect to a proposed guarantee relating to the proposed vesting of the vacated Canal Boulevard. As was pointed out by Gary Jurgensen, the land underlying Canal Boulevard is not vested in Central Oregon Irrigation District. The City requested, that in the event an underlying fee owner of the property under the Central Oregon Irrigation District canal appeared and claimed a portion of the vacated Canal Boulevard, that the County hold the City held harmless from any such claim. Based on the net square footage of the fairgrounds property, taking into l AkN'ard 11. Fitch October 20, 1999 Page 4 consideration the dedications and vacations as currently existing and as originally proposed, the square -foot price of the property is $1.09 per square foot, based on the appraisal. I responded to Carl Dutli that if the County considered such a guarantee, it would only be for 10 years (the period for adverse possession) and in an amount based on the square footage underlying the easterly portion of the proposed vacation area of Canal Boulevard. This would result in an indemnity in the amount of $50,628.71, as communicated in my September 2, 1999, letter to you. The discussion I had with Carl Dutli was that a purchaser could liquidate a claim for rebate based on that square footage amount, in which event there would be no surprises if someone showed up later claiming an interest in the vacated portion of easterly Canal Boulevard. At the present time, it is unlikely that the Board of County Commissioners will offer any guarantee or indemnity to the City or any purchaser. 6. The sale and purchase agreement to Fred Meyer contained a building restriction on the property to prohibit certain development that could compete directly with Fred Meyer. A copy of Fred Meyer's proposed restriction was faxed to you for comment on September 21, 1999. Based on your subsequent telephone message and letter, I contacted Fred Meyer regarding clarification. Enclosed is a copy of my proposed change, and letter to Liala Aarness, counsel for Fred Meyer. 7. Lot 2, Redmond Town Center, was a reconveyance parcel arising from the sale of the northerly portion of the old fairgrounds to Fred Meyer. The plat was recorded on April 29, 1999. The City filed liens against the property for improvements and encumbered the property with a development agreement. Prior to reconveyance, the County was able to clear those encumbrances from the title and the property was deeded back to the County on August 30, 1999. Since the reconveyance occurred after July 1, 1999, Lot 2, Redmond Town Center is taxable for the current year. Although it is the County's expectation that those taxes will be paid by Fred Meyer, Fred Meyer's position with respect to the taxes accrued to that parcel is not known at this time. 8. You had written me indicating that you intended to pursue extended coverage under an ALTA. title insurance policy. I did discuss this with Gary Jurgensen. Although it may be possible, this area of Redmond presents some survey uncertainties that may make it difficult or expensive for your clients to obtain such a policy. Neither the surveyors in the County's engineering department or Mick Tye, who developed the legal description of the parcels, have monumented the property. The water rights have been removed from the property. 1 do not believe that Elton Gregory ever met with the Board for the purpose of obtaining the Board's approval of the November 23, 1.998, offer. The Board of County Commissioners has been aware that there was a proposed purchase of the property, but the proposal has never been presented to them. One of the purposes of this letter is to outline all of the issues outstanding regarding this property. I have scheduled a review of the proposed sale of the property with the Board of County Commissioners at its November 3, 1999, County Board of Commissioners meeting. I have set forth above all of the contingencies and issues of which I am aware. If there are other issues or contingencies of which I am unaware, it would be greatly appreciated if you would identify the other issues and contingencies so that if this transaction proceeds, all issues and contingencies can be I"A\�ard 11. htch October 20, 1999 Page S taken care of at closing. Please get back to me by October 28, 1999, with any comments, issues or contingencies not identified above. inc , R'chard L. Isham Legal Counsel RLI: vmb Enclosures c: Ronald L. Bryant Board of Commissioners Elton Gregory Carl Dutli S:\Iegal\Miseellaneous\fairgrounds\Correspcmdence\Ed Filch re Amett Purchase.doc F 11: V I : I II1- 11 I it Y1 1= f l l l . I A)1 ;, 4 ; 4,41, 5l1 . 1 ' 1' 1 11 : .1 " it 5114 1 `, 11' „'"l'.' AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT 'lflfS AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT is ei..tered into this% "`' day of December, 1998, by DESCHUTE& COUNTY (the "County"), DESCHUTES COUNTY FAIR ASSOCIATION (the "Association") and FRED MEYER STORES, INC. ("Fred Meyer"). RECITALS A. The County, the Association and Fred Meyer are parties to a Purchase and Sale Agreement dated October 10, 1998as amendod by Addendum No.1 dated September 14,1998 (the "Agreement")for the purchase of certain land In the County of Deschutes. B. The Property as defined in the Agreement, together with certain other property acquired by Fred Meyer and certain property owned by the ScUer under the Agreement, is the subj cot of a subdivision application (Redmond Town Center. City of Redmond file no. SUB 98-09 (the "Subdivision'j). The Subdivision application was approved by the Redmond Uibau Area Plauzuing Commission on November 30, 1998, and all appeal periods with respect to the Subdivision have expired. Fred Meyer's consultant is in the process of preparing the final plat ("Plat'] for approval by the City of Redmond and by Deschutes County as required prior to recording of the Plat. C. The Subdivision created a lot known as "Lot 2", described in the Subdivision, consisting of approximately 52,238 square feet of land. It was the intention of the parties that Lot 2 would be retained by the County. In order to allow closing to occur prior to recording of the Plat, tbo parties have agreed that the property comprising Lot 2 will be conveyed to Fred Meyer at closing uuder the Agreement, provided that Fred Meyer agrees to reconvey Lot 2 to the County following recording of the Subdivision plat. D. Fred Moyer is obligated under tho conditions of the Subdivision to extend water and sewer lines to the boundary )be of Lot 2. Fred Meyees engineer has estunated that the cost of such vxteasiuns wM be $16,500. County, has agreed to reimburse Fred Meyer for this cost on the terms described below. B. County and Fred Meyer each aclmowWp that the conditions of the Subdivision require that each party dedicate to the City certain publlo streets as described in the Subdivision C.'1DATA� approval, including the extension of Kalama Street. Such dedications will be shown on the final Plat. AGREEMENTS Lot 2 1.1 Fred Meyer agrees, at Fred Meyer's cost, promptly to take all reasonable steps necessary to obtain the final approvals of the Plat from the City of Redmond and from the Deschutes County surveyor. Fred Meyer will diligently and continuously seek such approvals. Fred Meyer has directed its engineering consultant (WRG Dosign) to submit the Plat to the City for approval no later than January 11, 1998. The parties anticipate that review of the Plat by the City will take approximately 24 weeks. Upon the City's approval, Fred Meyer will promptly sabmit the Plat to the County surveyor for approval. The parties anticipate that review of the plat by the County will take approadmately 4 weeks. Upon request from the Seller, Fred Meyer will provide status reports regarding the progress of the final plat approval. The parties will cooperate in taking all reasonable stops to expedite governmental review of the fiat, but the parties acknowledge that the timing of such approvals cabmot be controlled by the parties. 1.2 Upon the roeording of the Plat Fred Moyer agrees to convey Lot 2 to the County and the County agrees to accept Lot 2 from Fred Meyer. 1.3 The consideration for conveyaace of Lot 2 is $1.00 and other good and valuable consideration. 1.4 Closing of the sale of Lot 2 shall occur within ten (10) days after the recording of the Plat. Conveyance shall be by special warranty deed, subject to no encumbrances cheated or suffered by Fred Meyer other than those in the deed of the Property from the Seller to Fred Meyer. 1.5 if Fred Meyer fails to diligently seek final approval of the Plat, or if Fred Meyer fails to record the Plat within 10 days after find approval, and Fred Meyer fails to cure such default promptly upon nodco from County, Pied Meyer shall be in default of its obligations hereunder. If Fred Moyer so defaults and fails to cure, Fred Moyer shall, on demand from County, pay to County the amount of $261,190, ><'apresenft the parties' agreed valuation of Lot 2 at $5.00 per square foot. 2. ' Utility =tensions. Fred Meyer, at the time Fred Meyer develops its proposed project on the Property, sball extendwater and sewer lines to the border of Lot 2 to City ofRodmond standards, p=numt to Plaw a!proved by the City of Redmond..,Tbc.County agraw to reimbureaFred Maher for the vest of swh admdons, agmed by ft.patties tp be $16,500, on the earlier of (1) ft date that County commys the ntopecty to any third party, or (2) the date that County obtains a building permit for aay building improvements on tate property. CMATAI btW -2- F -(:1)r1 r -(:r r 1,( ,'I (: , 1 ,, I L ) 1 1. 1 ..1'. 1 , ), it) )t):.).) It it).7 {'. ll.' l) 3. General. 3.1 The provisions of this Amendment shall survive closing under the Agreement. 3.2 Except as otherwise provided herein, all of the other terms of the Agreement shall remain in full force avid effect. DESCHUTES DESCHUTES COUNTY FAIR ASSOCIATION FILED MYER STORES, INC. By: Its- ts: -3- - 3- 3. General. 3.1 The provisions of this Amendment shall survive closing under the Agreement. 3.2 Except as otherwise provided herein, all of the other terms of the Agreement shall remain in full force and effect. DESCHUTES COUNTY By: Its: DESCHUTES COUNTY FAIR ASSOCIATION ti By: Its: FRED MEYER STORES, INC. By: �• Its: CWATA%WMrMS1 WMONDMDDMW. -3- sl rl IL "8" SCALE LOT 1 523,230. SF. 12.01 ACRES AW 15.65' S67'07'49"W �_ 60`49' S89'40'1 5"W 366.34' / —' S89'40' 15'W 20' PWLE ._- .-- 56.51 ' ^� N S89'40'15"W 213.70' $67'07'49"W 20.00' 15.65 N89'40'15"E 446.56' LOT 2 52.237. SF 1 19 ACRES PSSE k ('WI.E rL 0 NA9'40'1' '"[ jR -- 31.7f' ,.NORTH " �1► PW1.F 4 79' o PSSF p O� k P"F ,� rn � N89'40'15"E 4 �^, 10.39' 22.36' 12.26' DETAIL "E" NO SCALE 15.65' S67'07'49"W �_ 60`49' S89'40'1 5"W 366.34' / —' S89'40' 15'W 20' PWLE ._- .-- 56.51 ' ^� N S89'40'15"W 213.70' $67'07'49"W 20.00' 15.65 N89'40'15"E 446.56' LOT 2 52.237. SF 1 19 ACRES PSSE k ('WI.E rL 0 06'09'16" R 924.93 L 99.35 CN NO2'44'10 99.30 N89'39'32"E 30' PSSE _ do PWLE N89'39'32*E S � O ?p 94.36• 101.42' �• �3� S89'39'32 c • � 91.54' �AL a Awn crtwo �A D 2629'24" 0 AM.00 N89'39'32"E 81.49' 176.85' 30. 7 0 A&� �� -< Legal Department ADMINISTRATION BUILDING - 1130 NW HARRIMAN - BEND, OREGON 97701 FACSIMILE 5641-383-0496 Richard L. !sham 5 641-388-6625 October 19, 1999 Bruce W. White fit' 641-388-6693 Mark P. Amberg 5 541-330-4645 PLEASE REFER TO FILE N(").: 3-709 VIA FACSIMILE (5031797-5623 AND FIRST CLASS MAIL Laila Aarnas, Corporate Attorney Fred Meyer Stores, Inc. PO Box 42121 Portland, OR 97242. Re: Restrictive Covenant Agreement As I indicated in my previous voice mail message, Ed Fitch, on behalf of Arnett Enterprises, LLC, who is the successor to an offer to purchase the southerly portion of the Deschutes County Fairgrounds, has requested clarification of the restrictive covenant. When the restrictive covenant was proposed, I had asked for clarification to assure that the intent was to limit "big box" operations which compete directly in the grocery and general merchandise categories. I was informed that my understanding of the proposed restrictive covenant was correct. As you can see, Ed's letter raises th clarified. I have proposed a markup would be greatly appreciated if you meets with your approval. Ty, L. Isham ounsel RLI:vmb Enclosure c: Ed Fitch David Green e same question and requests that the language be further of the restrictive covenant proposed by David Green. It and David would review this proposal and indicate if it Quality Services Performed with Pride 1� RYA NT EMERSON & FITCH Attorneys at Law September 23, 1999 RICHARD L. ISHAM LEGAL COUNSEL DESCHUTE,S COUNTY 1130 NW HARRWAN BEND OR 97701 RM Arnett Fairgrounds Purchase Dear Rick: SEP 2 9 1999 UESCHUTES CO LES CoUtSEL Vd%%.Ild 11. Pitch (;C(JttIcy j. (;okcy siccrn 1). Rryanl GIC};ur), 11. Colvin This will confirm the voice mail I left you regarding the deed restriction on the fairgrounds property. We would like some clarification that the phrase "... general merchandise retailing operation containing 25,000 sq. ft. or more ..." refers to one store operation not multiple stores in a mall setting. It is my understanding that you will be able to confirm this matter and have it clarified when the restriction is recorded. Thank you. Very truly yours, Edward P. Fitch EPP:lr cc: Arnett Enterprises, LLC 888 West Evergreen Avenue P.O. Box 457 Redmond. OR 97756.0108 (541) 548.2151 Fax (541)'548-1895 E-mail bef0empnet.com T -2T2 P.03/02 F-521 l or"IM requested by and after rocordatton return to: David Green, Fsq. Stoel Rives u-* 900 SW Fifth Avenue, Suite 2600 Portland, OR 97204 FOR VALUE RECEIVER, and in consideration of certain mutual promises and agr mettts in connection with the conveyance of certain real property to the Grantee named in this Restrictive Covenant Agreement (the" regime "), the undersigned DESCHU'i`ES COUN'T'Y, a political sabillmoa of the State of Orogon, for itself and as Estee of ORSC'IILIM COUNTY FAIR ASSOCIATION, and DESCHUUS COUNWFAIRASSOCIATION, INC., au Oregan noniroiitcorpomdon(individual)y and collectively referred to herein as 'GM *) covenaru with and to FIiRD I FY R STORES, INC,, a Delaware corporation ("Onnls�"} , with respect to certain real property of Grantor described below, as follows: Grantor covenants and agrees with Qranteetto part of the property described on the attached Exhibit "A" (the NftmWI which Knot sold to Qrantce, shall be leased, subleased. operated or otherwise usdd for it grocery store, supormarket, food market or general merchandise retailing operation containing 25,000 sq. ft. or more of grass building arca. Such restrictions will be appurtenant to the real property previously conveyed by Qratuo o Fred Meyer Stores, Inc. by did retarded on December 31, 1998 as Insautnent No. 98.5 54, Official Records of Deschutes Conary, Oregon (the ""). ;Such restrictions ill tun with the land, and will be binding on and inure to the benefit of any subdivisions o partitions thereof, but Grantor will have liability or resgonsibUity to Grantee To cafe sych restrictions against any subsequent owneror ttserof the Parcels (but Grantee, ttud its ssors and assigns, a3 owner of the Property. or nay subdivision thereof, will have c right to enforce the restrictions in accordance with applicable law governing onform= at of covenants and resvietions). Both parties agreeacknowledge (and by acceptmc of any deed to a Parech the buyer of a Parcel shall coat vely be deemed to agree and acknowledge) as follows: (i) the restrictions on the P Is are an essential part of this transaction, and (ti) the restrictions are fair and reasonable assure all owners of the ftoperty and of the Parcels of their expected benefits and a orderly. and beneficial ,40velopmem -of ;;he Property and the Parcels, but not to con I competition (recoaW2bg tbat*a relevant'tompetitive market consists not ofthe andthePamelsbutofthecommewialt*mUmad.minDewbutes County. Oregon). -THIS a�st�Z� e.T1aN sero Il >•loT t --t tan ; r wt v t_mi p 1 cd ON -IWC- eUrp*vbap phnce;-('s t PR:ovip6p No ONE RL''�t1 S-rar`H usL-o aroGftlry , ok 'tea Sm.C:S O R 6 avv Lro'i4L v" 6r�'C y+^.t� v d t S16 is T a �rcUS i S t e oo SFr-. 5 foss S ti ld t m A'9'& A, Randall C. Arnett 2650 S.W. 41st. Street Redmond Oregon 97756 Home Phone 1-541-923-1322 November 23, 1998 Elton Gregory Deschutes County Fairgrounds 3800 S.W. Airport Way Redmond Oregon 97756 Please accept my proposal for the R-5 propery south of highland avenue and east of 11th street. The proposal price is $863,000.00 payable as outlined in the `request for Proposal' letter. The offer is on behalf of Randall C. Arnett, Nevelyn Arnett, John Arnett and Sheldon Arnett. Sincerely, Randall C. Arnett n(a Banikof the Cascades Main Office Irrevocable Standby Letter of Credit Number 221 Issue Date: November 20, 1998 Beneficiary: Deschutes County Fair Association 3800 S.W. Airport Way Redmond, OR 97756 Gentlemen: We. hereby establish this Irrevocable Standby Letter of Credit Number 221 in your favor for Eighty Six Thousand Three Hundred and no/ 100 U.S. Dollars ($86,300.00) for the account cd' Randy Arnett and John Arnett. We, warrant to you tllat your draft drawnunder this Irrevocable Standby Letter of Credit will be duly honored upon presentation of your drafts drawn on us at 1100 N.W. Wall Street, herd, Oregon on or before the expiration date as set forth below. This Irrevocable Standby Letter of Credit expires at the close of business on January 31, 1999. T'o the cx-tend hereto, this credit is subject to the "Uniform Custon.ers and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. S00." BANK OF THE CASCADES ORY WTON SENIOR VICE PRESIDENT CHIEF FINANCIAL OFFICER Central Oregon's Home -Town Bank. 1100 N.W. Wall Street 0 P.O. Box 369 0 Bend, Oregon 97709-0369 0 Phone (503) 385-6200 ■ FAX (503) 382-8780 REQUEST FOR PROPOSALS SALE OF REAL ESTATE AT OLD DESCHUTES FAIRGROUNDS PROPERTY SOUTH OF HIGHLAND AVENUE AND EAST OF 117" STREET Sealed proposals will be received at the New Deschutes County Fairgrounds Administration Building, 3800 S.W. Airport Way, Redmond Oregon, 97756 on, but not later than 1:00 P.M., November 25, 1998, at which time all proposals for above mentioned property will be publicly opened. All proposals must be hand delivered by bidding party, or designated representative, and will be accepted by only such means. All proposals are to be addressed to the attention of Mr. Elton Gregory, President of Deschutes County Fair Association, and must meet the following requirements in their entirety: 1. The minimum acceptable bid shall be no less than the 1996 appraisal value of $863,000 as appraised by D. L Bratton. A full copy of the 1996 appraisal may be obtained by calling Mr. Elton Gregory at (541) 548-3720 to make arrangements. 2. A cashier check or irrevocable letter from a bank of the United Stated of America equal to ten percent (10%) of the proposal amount must accompany each proposal as earnest money. The earnest money of the successful bidder will be credited towards the purchase price. Unsuccessful bidders shall have their earnest money returned within thirty (30) days from opening of bid proposals. 3. The remaining balance of the successful bidder will be due twenty-four (24) hours after the closing of the Fred Meyer property sales agreement, excluding any weekend or holiday. Closing of the Fred Meyer property sales contract is scheduled for January 12, 1999. 4. Suocessful bidder shall have the first writ of refusal should the -Fred Meyer contract not be consummated. 5. if the Fred Meyer transaction should fail, successful bidder of the property within the scope of this proposal may request, without penalty, termination of this agreement, made upon the real estate south of Highland Avenue and east of 11"' Street, within five (5) calendar days of the failed Fred Meyer contract. Attached for reference is the site description as stated in the 1996 D. L. Bratton appraisal Also attached is a map of the site. Any and all questions concerning this proposal are to be directed solely to Elton Gregory at (541) 548-3720 or via fax at (541) 548-3310. Signed, Elton Gregory DCFA President SITE DESCRIPTION BY D.L. BRATTON APPRAISAL SERVICES SALE OF REAL ESTATE AT OLD DESCHUTES FAIRGROUNDS PROPERTY SOUTH OF HIGHLAND AVENUE AND EAST OF 11 T" STREET In appraising any type of property, an appraiser describes and analyzes the site. A "Site Description' is a detailed listing of factual data concerning the subject land. Items considered in this section of the report include locational, physical, zoning and utility amenities of the land. The data collected in the "Site Description" is used in determining the highest and best use of the site as if vacant, and in estimating a land value. A detailed description of the site is contained in the following paragraphs. LOCATION: The specific property analyzed can be described as the Deschutes County fairgrounds site which can be described as 30.26 acres of land owned by Deschutes County and controlled by the Deschutes County Board, as well as 4.90 acres of City of Redmond land described as platted streets that have not been vacated. Graphics of the fairgrounds have been included in the addenda of the report to assist the reader of this document in visualizing the location, configuration and access amenities impacting the subject property. The site has good visibility from U.S. Highway 97 and Highland Avenue, both considered to.be commercial arterial roads in this section of Redmond. The acreage is located within the South of Redmond commercial district, which is considered to be the fastest growing commercial district of Redmond. Roads provide good access to area shopping as well as the Redmond Industrial Park and Roberts Field (Redmond Airport). City officials are currently investigating a plan to route through traffic away from U.S. Highway 97 to an "eastside bypass" or "alternate route' along the eastern side of the community. This route will utilize the existing Airport Way and provide on and off ramps on Sisters Avenue (Odom Medo Way). in addition, the property will connect with U.S. Highway 97 through the Yew Avenue Intersection. Presently, U.S. highway 97 is the major north -south commercial arterial road channeling traffic through the Central Oregon area. Department of Transportation highway traffic count numbers note that traffic counts in the immediate vicinity of the subject property near 12,000 vehicles per day. Trends within the subject neighborhood are for continued development of commercial use properties, and the analyst notes upon inspection of the area several properties were listed for sale as potential development sites. PHYSICAL: As stated, the subject property consists of 30.26 acres of land owned by Deschutes County Fairgrounds and 4.90 acres of land owned by the City of Redmond (streets and alleys). It is a large rectangular shaped property with a triangular comer at the south end. Direct access is via Highland Avenue along the north boundary and I Vh Street along the western boundary. Both of these asphalt paved roads are constructed to city standards and include concrete curbs and gutters, sidewalks and overhead street lighting. A large entry gate is located at the a Street entrance to the fairgrounds at the intersection of 9t' Street and Highland Avenue (see maps). The Old Dallas-Califomia -2- Highway (old Highway 97) borders the eastern side of the site and channels traffic onto 7 t Street with a secondary access off of 7 "street and Juniper Avenue. This is a secondary arterial road channeling local traffic into the Redmond service district. The Old Dalles-California Highway is separated from U.S. Highway 97 by the Pilot Butte Canal, which is a major geographical barrier running from south to north through this neighborhood. The existence of this large canal reduces east -west traffic flow; however, it does not eliminate visibility factors from the existing U.S. Highway 97 to the subject property. Site topography can be described as relatively level grade with existing streets and no extensive excavation work is anticipated. Soil conditions can be described as a sandy loam soil with a lava rock base. The depth of the lava rock base is unknown; however, analysis of excavation work on nearby properties notes that sufficient top soil is available for development purposes. The majority of native vegetation has been removed from the property for the development of the Deschutes County Fairgrounds structures. A large number of deciduous trees have been installed by the Fair Board over the years, and these have matured to a height of 30'-40'. A large amount of landscape area consisting primarily of established lawns are noted throughout the property. All landscape areas are irrigated with surface water irrigation rights provided by the Central Oregon Irrigation District. The property is reported to have 31.31 acres of irrigation water rights. Examination of Federal Emergency Management Agency flood hazard boundary maps reveals that none of the subject property Is located within an established flood/mud slide hazard zone. The property provides territorial views of the surrounding neighborhood, as well as unrestricted views of the Central Oregon Cascade Mountains. ZONING: 14.64 acres of the subject site is zoned C-2 (central business district - commercial). This property is located north of Kalama Avenue. The City of Redmond zoning ordinance reports that the purpose of this district is to provide for high density multiple family developments in locations close to shopping, service, transportation or public open space, and in appropriate locations to provide a transitional use area between residential areas and other less restrictive districts. The professional and office uses are Included conditionally to enhance the function of this district In transitional areas and to encourage this transition in a more residential character. The zoning ordinance notes that permitted uses include a wide variety of residential type properties; however, conditional uses include items such as a hospital, nursing home, home for the aged, medical or dental clinic, professional offices, planned unit development district or neighborhood commercial district. With this conditional use allowed, it is likely that a wide variety of commercial uses could exist on the subject property. Some discussion has been given in regard to a possible zone change from R-5 to C-2 for. the southem half of the Deschutes County Fairgrounds. It is likely that this could occur; however, conversations with Bob Quitmeyer, the Redmond City Planner, have stated that this process has not been started. 4.90 acres of land located within the fenced fairground compound is owned by the City of -3- Redmond. This is currently considered platted streets such as Indian Avenue, Juniper Avenue, 81' Street, Yh Street and 10"' Street, as well as a variety of dedicated alleys (see graphics). It is anticipated that the majority of this land could be vacated and ownership transferred to the Deschutes County Fairgrounds. This has not occurred as of the date of the appraisal. The majority of this land (4.68 acres) is located within the commercially zoned portion of the fairgrounds property. No adverse easements, restrictions or encroachments were noted upon inspection of the subject property. Examination of title documents failed to uncover any deed restrictions limiting development potential. The subject property is currently developed as the Deschutes County Fairgrounds improvements. This includes a wide variety of low cost agricultural oriented buildings (hog barns, sheep pens, etc.), a large rodeo ground with covered grandstand and lawn areas. The development of a county fairgrounds is not included within the permitted or conditional uses within the C-2 or R-5 zones, and it is noted that this property as improved is allowed to remain within this neighborhood through pre-existing use clauses within the current zoning ordinance. If the property were vacant as of the date of the appraisal, it is not likely that it would be suitable for fairground development. UTIU71ES: City of Redmond water and sewer lines serve the subject property and include and 8" sewer line running along the eastern boundary of the property and serving the northwestern comer of the site. Other utilities include a 12" iron water line running along Highland Avenue, a 6" steel water line running north and south along 11"' Street and a 6" PVC water line paralleling 11"' Street approximately 200' into the property. Sewer and water lines, in their existing state, are sufficient to meet the current property needs and can be extended to serve future development on this site at reasonable cost. Other utilities available in the area include overhead electric power, telephone, television cable and natural gas. Roadways surrounding the property are asphalt paved and city streets such as Highland Avenue and 11" Street include a concrete curb, gutter and sidewalk. The Old Dalles-California Highway does not have concrete curbs. Also, overhead lighting is located throughout the area and traffic control lights are installed at major intersections to monitor traffic. Maintenance on all public and private utilities, as well as roads, are completed by appropriate municipal or private crews. IMPROVEMENTS: As stated, the property is improved with the Deschutes County Fairgrounds buildingstimprovements. This consists of 22 buildings used in conjunction with the operation of the fairgrounds. The majority of the buildings are used during one week of the year to house livestock In conjunction with the Deschutes County Fair. Some of the buildings are used for small conferences and the fairground grandstand is used on a limited basis for concerts or special speakers. Improvements are being maintained; however are not considered to be the highest and best use of the subject property (see Highest and Best Use section). It is the analyst's opinion that many improvements can be dismantled relatively quickly and materials salvaged for relocation. Improvements are described in more detail in the following section of the appraisal. 52 CONCLUSION: In conclusion, the locational, physical, zoning, utility and improvement amenities of the subject property have been examined. After an examination of these items, it is concluded that the subject site is suitable for development. Future development should take into account zoning as it currently exists on this property. -5- uC-00 YICU l3.Cf WCChI ot1J1f, [.fiun-JUU1r1 f11n IYV. OVITUC 1T:.JJ1 t•• �:1 I Ik 4.LL;:@i-.a?:.•' �:c==:rs:.e.•M.rc::rfr �=�x==�_rc=_:...:.:'J ._..._._..a ,r_ _,u w�'iaiv .... _.__ . _.._.slriwarii► �_... _.� _ � _ _.............._ ... .•siriir,ieli .... . 1 . VL -1 V-1 � 1 1 1 I 1 " I � � I �� I.• , I, 1 1 a •.u.uu 1 1 ul JIT l 1 . , IN � 1 1 1 I 1 " I � � I �� I.• , I, 1 1 a •.u.uu 1 1 1 , 1 r 1 1 1 + r r I � r , •lr r • yr �� f