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2006-568-Minutes for Meeting May 30,2006 Recorded 6/8/2006COUNTY NANCYUBLANKENSHIP,F000NTY CLERKS COMMISSIONERS' JOURNAL 06/08/2006 03;45;21 PM IIIIIIIII IIIIIIIIIIIIIIII) II III 2004-sd8 DESCHUTES COUNTY CLERK CERTIFICATE PAGE , \ F53 L Z This page must be included if document is re-recorded. Do Not remove from original document. OT E S { Deschutes County Board of Commissioners 1300 NW Wall St., Bend, OR 97701-1960 (541) 388-6570 - Fax (541) 385-3202 - www.deschutes.org MINUTES OF ADMINISTRATIVE LIAISON DESCHUTES COUNTY BOARD OF COMMISSIONERS TUESDAY, MAY 309 2006 Commissioners' Conference Room - Administration Building - 1300 NW Wall St., Bend Present were Commissioners Dennis R. Luke, Bev Clarno and Michael M. Daly. Also present were Mike Maier, County Administrator; and, for a portion of the meeting, Susan Ross, Anna Johnson, David Givans and Teresa Rozic„ Commissioners' Office; Chad Centola, Solid Waste Department; Mark Pilliod, Legal Counsel; and media representative Keith Chu of The Bulletin. No other citizens were present. The meeting began at 1: 30 p. m. 1. Discussion of "Desert Rise" Land Sale Agreement. Mike Maier explained that an agreement with the City of Redmond was signed several years ago that specified that after costs have been identified, the City would split the proceeds of property sold that were deeded by the County to the City. The property had been sold to the City at a reduced amount specifically so the City could sell the property at a favorable price to new companies wanting to relocate there, to stimulate employment. Some of the property has been sold to a company but at a significantly higher price. At this point, it is difficult to determine what the infrastructure costs are. Mr. Maier just wanted the Board to be aware of this situation so they can remain diligent in this regard. 2. Property Management Update. Teresa Rozic advised that she is now handling the space leases in the Juvenile Community Justice Department. All of the existing leases are up at the end of June. Minutes of Administrative Liaison Tuesday, May 30, 2006 Page 1 of 4 Pages She stated that a resolution would be presented to the Board regarding the Young property exchange - Mr. Young's six acres for the County's two acres. This consolidates property for both parties and appraisals show the County gains value. 3. Communications Update. Anna Johnson said that she would like to attend the International Association of Business Communicators conference. She has also been selected to attend training at the Incident Command Center in Umatilla County. The budget message and newsletter are now being edited. 4. Other Items. Mike Mainer brought up the issue of affordable shelter, and the Bethlehem Inn situation. He said the County owns two sites that could be developed for this type of use. One site is east of public works, adjacent to State land. It is approximately 100 acres, and the City can annex up to 50 acres on a fast track basis. The other 50 acres could be reserved. The City would handle the annexation and infrastructure; and COR1 A (Central Oregon Regional Housing Authority) could contract to develop and manage the property. A deed restriction for the specific use would be in place. The property could be developed to accommodate manufactured homes, RV's and townhouses. There would be strictly enforced rules in place regarding maintenance of the structures and the facilities. The development could include a community complex, laundry facilities, playgrounds, parking for extra vehicles, etc. Mr. Maier further said that this is a countywide issue, affecting more than just Bend citizens. Commissioner Clarno said that she would like to see the City contribute more. The Commissioners indicated they would like to see some kind of adjustment made regarding SDC's, and the City would be required to extend Ferguson Road as well. Mr. Maier added that the other County-owned site is located near Juniper Ridge. Commissioner Luke stressed that the Juniper Ridge issue is very complicated and he would not be interested in pursuing this type of development there at this time. Minutes of Administrative Liaison Tuesday, May 30, 2006 Page 2 of 4 Pages Mr. Maier said that there is County-owned land near State land south of the Fairgrounds, but the Commissioners felt that there could be issues with the airport. LUKE: Move that Mr. Maier work with the City to develop a draft memorandum of understanding regarding the property near the Road Department, making sure the County's interest is protected. CLARNO: Second. VOTE: DALY: CLARNO LUKE: Yes. Aye. Chair votes yes. Susan Ross presented a request for economic development grant funds from High Desert Middle School for the summer program. Commissioner Luke stated that this item should be funded by the school, not the County. He was reminded that the Board had previously authorized funding for printing of brochures. After a lengthy discussion, action was taken. DALY: Move approval of a grant of $6,000 from the lottery grant fund. CLARNO: Second. VOTE: DALY: Yes. CLARNO: Aye. LUKE: Chair votes no. (Split vote.) Chad Centola and Mark Pilliod gave an overview of the Solid Waste franchise haulers' request for a rate increase. An outside accountant as well as Internal Auditor David Givans have reviewed the request, and feel the amount requested is within reason. Mr. Givans further stated that 9-12% profit is allowed. A lengthy discussion then took place. The Commissioners and Mike Maier asked that each hauler be asked some specific questions so that a decision can be reached. Mr. Givans will report back with his findings. Being no further items discussed, the meeting adjourned at 2: 30 p.m. Minutes of Administrative Liaison Tuesday, May 30, 2006 Page 3 of 4 Pages DATED this 30th Day of May 2006 for the Deschutes County Board of Commissioners. ~ V".- is R. Luke, Bev CYrno, Vice Chair ATTEST: Mi ael . Daly, Co issioner Recording Secretary Minutes of Administrative Liaison Tuesday, May 30, 2006 Page 4 of 4 Pages nv3avlme~~1 _ A } i sue.:. 5[-r .F . M y ~ ,o •ti. r '1r 1 ~cr V]Jav~ ~ C H 1~ ' } r q~~*~ f A °r z G of ol~ 4 4e 1 ~ r v Y : 1' I ~ ~ ~I i ~ K. • .'S7a~a.y.. off` r k or ; o 0 IAo O O d w uu t,~ v n 4 0 61 co a° iv eoa Ord f "i Y ~FrK_ , !t, yb y'~'r, 1y lei:. .,4, t 1 J 1 O00 ~JOllC ~ s ~ l Y`~ ~J C z.. RpyGE ' dd~o.- A if' F 1 f 4 `S,ti~'4`-' z ttc .,q ~ "4 - tt 3`•~'c ' - O'JaV~ {"»-I~,K' k c, ~Y . ~ 1. ~ 'dP ~ ' - r 1 r ~.-cam.. 1 Y,-' I~ ti ~J`7,•7Id `~f ' ' TWA n - 5 3NVl 1SV3 ! .~J.. ~ ~ 1 , Lt3 '✓R:y' ,f ~f. I ~ ~+.y,'~' .yi-T s` v~aai _ . ^i Mpro,MARWN ~ r~,~~C+~ t t r}li."~ c. INTERGOVERNMENTAL AGREEMENT DATED:, 2004 PARTIES: DESCHUTES COUNTY, A Political Subdivision of the State of Oregon (County) AND REDMOND, OREGON, A Municipal Corporation of the State of Oregon (City) RECITALS: A. The County and the City have entered into this Agreement pursuant to ORS 190.003 et seq. to carry out their respective responsibilities. B. Under a separate sale agreement between the parties the County has conveyed to the City approximately 122.38 acres of real property in consideration of $1.747 million and other valuable consideration. A copy of the sale agreement is marked Exhibit A, attached hereto and incorporated herein. The parties understand that the purchase price is based upon an appraisal performed on behalf of the County in October, 2003 and may not accurately reflect the value of the property on the date of this agreement. C. The City intends to sell the real property. The purpose of this agreement is to encourage the City to market the property in a manner which will maximize economic development and job creation within the City. The County believes that the sale price of the property to the City is at or below its current market value. The County further believes that the sales price under the City/County sale agreement will facilitate the City's further sale of this property to others by allowing the City to maintain a low price through the term of this agreement, which is consistent with the City's objectives. Thus only if the City sells the property or any portion thereof at a profit will the City in turn be required to pay a portion of that profit to the County in accordance with this agreement. It is, therefore, agreed by and between the parties, for and in consideration of the mutual promises hereinafter stated as follows: 1. DEFINITIONS: For purposes of this agreement the following terms shall mean: A. Real Property - The Property which is the subject of a separate sale agreement between the County and the City by which the County has agreed to sell to the City and the City has agreed to buy approximately 122.38 acres, more particularly described in Exhibit A. Real Property includes without limitation all leases over any portion of the Real Property in existence on or after the date of this Agreement. B. Original Basis - The cost of the Real Property, expressed either in terms of price per square foot (that being $0.33) or price per acre (that being $14,374). The original basis of the Real Property shall be adjusted on an annual basis (on January 1 st) by an amount Page -1- INTERGOVERNMENTAL AGREEMENT BRYANT, EMERSON & FITCH ATTORNEYS AT LAW oy 8138 WEST EVERGREEN AVENUE ROBOX DC f Q 0"'Y' 1 j_ - 0 8 j RE TELEPHONE (5411) 848-21151103 C d FAX (541) 548-1895 equal to the Consumer Price Index - West US City Average (US Department of Labor Statistics). C. Hard Cost(s) - The actual out-of-pocket fees or charges incurred or paid directly by the City, including without limitation engineering and design fees, site development and land division permit fees, infrastructure, construction, offsite improvements to the extent they benefit the subject property, financing (including financing under the sale agreement attached as Exhibit A), real estate marketing fees, closing costs, environmental assessment and cleanup, and legal fees. It shall also include an amount equal to 2% of the sales price for City administrative costs. It shall not include the hard costs incurred or paid by any third party, systems development charges, building plan check and building inspection fees or the costs for which the City has received grant funds from the State of Oregon or any branch, department or agency of the Federal Government. D. Infrastructure - Construction and installation of streets, sewer, water, sidewalks, street trees, street lights, utilities, and any other City required improvements, whether publicly or privately owned, such as cable, telephone, gas, electricity to serve the Real Property or any portion thereof. E. Net Proceeds - The Per-Sale Net Proceeds equal the sale price in connection with the Sale or Conveyance of the Real Property or any portion thereof less the Original Basis and less the Hard Costs. The Final Net Proceeds equal the sum of all Per-Sale Net Proceeds during the term of this agreement (including sales for an amount less than the Original Basis plus Hard Costs, which shall be treated as a reduction on the Final Net Proceeds). F. Sale or Conveyance - For value received by the City upon the transfer by deed, contract of sale, earnest money agreement or lease (entered into after execution of this agreement) for a term of 10 years or more, including all optional extensions. Sale or Conveyance shall not include the three existing leases and any extensions of those leases. 2. CONTROL OF REAL PROPERTY: Except as otherwise provided in this agreement, County shall have no control over City's disposition of all or any portion of the Real Property. City shall be entirely responsible for all aspects of disposition of the Real Property, including without limitation marketing, land division, document preparation, escrow fees, recording costs, financing and Hard Costs. Upon City's request County shall assist in disposition of the Real Property. City shall maintain all documents relating to disposition of the Real Property, particularly the City's Hard Costs. City shall make such documents and related records available for County inspection upon request. 3. ALLOCATION OF NET PROCEEDS: During the term of this Agreement following the Sale or Conveyance of any portion of the Real Property to a third party, the City shall owe to the County an amount equal to fifty percent (50%) of the Net Proceeds. City may either pay such amount to the County upon closing such Sale or Conveyance or pay said amount no later than the earlier of 30 days following the date that all real property subject to this agreement is sold or conveyed as defined in this agreement or ten (10) years from the date of this agreement. The amounts owing to the County under this paragraph shall be reduced by the amount that any Sale or Conveyance is made for less than the Original Basis plus the Hard Costs. No interest shall be owing to the County on the Net Proceeds unless and until this is a continuous liquidated sum owing to the County. From the date there is a continuous liquidated sum owing to the County, any amounts Page -2- INTERGOVERNMENTAL AGREEMENT BRYANT, EMERSON & FITCH ATTORNEYS AT LAW 888 WEST EVERGREEN AVENUE P.O. BOX 457 REDMOND, OREGON 97756-0103 TELEPHONE (541) 548-2151 FAX (541) 548-1895 unpaid after thirty (30) days from that date shall bear interest at five (5%) per annum until paid. This paragraph shall survive termination and expiration of this Agreement. 4. DOCUMENTATION OF HARD COSTS, SALES PRICE AND LEASE VALUE: 4.1 City shall not be entitled to offset any Hard Cost from the sale price unless it can demonstrate through original invoices, receipts, and purchase orders or other clear documentation the amount and payment of such Hard Cost as defined in this agreement. 4.2 Where the consideration paid in a Sale or Conveyance consists in whole or in part of property other than cash, the City shall be responsible for demonstrating to the County's reasonable satisfaction the value of such consideration. This demonstration can be made by providing copies of any appraisals that the City relied on during the transaction. 4.3 The value of any lease subject to this agreement shall be determined by dividing the annual lease payment by a factor of .10. This figure shall be the value of the property subject to the lease. 4.4 Following each sale or conveyance under this agreement the parties shall prepare and agree to an accounting for that transaction that will include the sale price, the addition of hard costs and the determination of net proceeds for that transaction. 5. MEDIATION. Any disputes under this Agreement that are not resolved by the parties through direct communication without Mediation as defined below will be promptly submitted to Mediation in Deschutes County, Oregon, prior to the commencement of litigation. The mediator will be named by mutual agreement of the parties or by obtaining a list of five (5) qualified persons from the parties and alternatively striking names. The mediator will have the duty and responsibility to assist the parties in resolving all issues submitted for Mediation. The parties agree to cooperate to resolve all matters in dispute with the assistance of the mediator. The expense of Mediation will be paid as follows: The parties will share the mediator's fees and expenses equally, unless they agree otherwise. Mediation will terminate by: a) written agreement signed by the parties, b) determination by the mediator that the parties are at an irresolvable impasse, or c) two unexcused absences by either party from the Mediation sessions. The mediator will never participate in any claim or controversy covered by this article as a witness or attorney and may not be called as a witness to testify in any proceeding involving the subject matter of Mediation. ORS 36.100 to 36.245 will apply to the entire process of Mediation. The disputing party shall give the other party written notice of the dispute. Within twenty (20) days after receipt of said notice, the receiving party shall submit to the other a written response. The notice and response shall include a statement of each party's position and a summary of the evidence and arguments supporting its position. The mediation shall occur at a mutually acceptable time and place within thirty (30) days of the date of the disputing party's notice and thereafter as often as the parties and the mediator reasonably deem necessary to exchange relevant information and to attempt to resolve the Dispute. Should the mediation fail to settle such dispute within sixty (60) days of the disputing party's notice, or if the party receiving said notice will not meet within thirty days, either party may terminate Mediation. For the purposes of this Agreement, "Mediation" means a voluntary process in which the parties continue direct communication with the assistance of one or more neutral persons as mediators. These mediators have no authority to require any concessions or agreements, but will attempt to resolve any claim or controversy arising between the parties. Page -3- INTERGOVERNMENTAL AGREEMENT BRYANT, EMERSON & FITCH ATTORNEYS AT LAW 888 WEST EVERGREEN AVENUE P.O. BOX 457 REDMOND, OREGON 97756-0103 TELEPHONE (541) 548-2151 FAX (541) 548.1895 6. BINDING EFFECT. The terms of this Agreement shall be binding upon and inure to the benefit of each of the parties and each of the respective administrators, agents, representatives, successors and assigns. 7. NO AGENCY OR PARTNERSHIP. 7.1 It is agreed that neither party is acting as an agent of the other party for any purpose, that neither party is carrying out a function on behalf of the other, and that neither party has the right of direction or control of the manner in which the other delivers services under this Agreement nor the right to exercise any control over the activities of the other party. 7.2 Neither party is, by virtue of this Agreement, a partner nor joint venture with the other party and neither party shall have any obligation with respect to the other party's debts or liabilities of whatever kind of nature. 8. HEADINGS. The headings of this Agreement are for convenience only and shall not be used to construe or interpret any provisions of this Agreement. 9. INCORPORATION OF RECITALS. The recitals set forth above are hereby incorporated into and made a part of this Agreement. 10. APPLICABLE LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon. Legal actions must be instituted in the Circuit Court of the State of Oregon for the County of Deschutes. 11. SEVERABILITY. If any clause, sentence or any other portion of the terms and conditions of this Agreement become illegal, null or void for any reason, or held by any court of competent jurisdiction to be so, the remaining portion will remain in full force and effect. 12. REMEDIES NOT EXCLUSIVE. If either County or City defaults with regard to any provisions of this Agreement, the defaulting party shall be liable to the other party for any damages caused by such default. In addition to its other rights or remedies, either party may institute any legal or equitable action (including, without limitation, an action for specific performance) to obtain any other remedy consistent with the purpose of this Agreement. 13. RIGHTS AND REMEDIES ARE CUMULATIVE. Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by any party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different time, of any other rights or remedies for the same default or any other default by the other party. 14. ATTORNEYS FEES. In the event an action, lawsuit or proceeding, including appeal therefrom, is brought for failure to observe any of the terms of this contract, each party shall be responsible for their own attorney fees, expenses, costs and disbursements for said action, lawsuit, proceeding or appeal. 15. ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement between the parties concerning the subject matter hereof, and supersedes any and all prior or contemporaneous agreements or understandings between the parties, if any, whether written or oral, concerning the subject matter of this Agreement which are not fully expressed herein. This Agreement may not be modified or amended except by written agreement signed by both parties. Page -4- INTERGOVERNMENTAL AGREEMENT BRYANT, EMERSON & FITCH ATTORNEYS AT LAW 888 WEST EVERGREEN AVENUE P.O. BOX 457 REDMOND, OREGON 97756-0103 TELEPHONE (541) 548-2151 FAX (541) 548.1895 v, 16. TERM. Except as provided in paragraph 3, this Agreement shall be and continue in effect for ten years from the date of this Agreement. BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON REVIE D N SR ATTEST: Recording Secretary ATTEST: Recording Secretary CITY OF REDMOND, OREGON aUNGER, Mayor Page -5- INTERGOVERNMENTAL AGREEMENT BRYANT, EMERSON & FITCH ATTORNEYS AT LAW 888 WEST EVERGREEN AVENUE P.O. BOX 457 REDMOND, OREGON 97756-0103 TELEPHONE (541) 548-2151 FAX (541) 548-1895 DEWS R. LUKE, C issioner TOM DEWOLF, Commissioner DATED: BETWEEN: AND: PURCHASE AND SALE AGREEMENT A I ~ I , 2004 Deschutes County, Oregon City of Redmond, Oregon WITNESSETH: AGREEMENT TO BUY AND SELL ("Seller") ("Purchasers") Seller agrees to sell to Purchasers and Purchasers agree to purchase from Seller for the price and on the terms and conditions set forth below that certain real. property, and all improvements thereon, situated in Deschutes County, State of Oregon, and generally described as follows: Tax Lot 15130000-00119 consisting of approximately 09.55 acres Tax Lot 15130000-00122 consisting of approximately 39.24 acres Tax Lot 14130000-00129 consisting of approximately 73.59 acres and more particularly described in Exhibit A attached to this Agreement. THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS, WHICH, IN FARM OR FOREST ZONES MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930 IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES. THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. Until a change is requested, all tax statements shall be sent to the following address: City of Redmond PO Box 726 Redmond, Oregon 97756 Page 1 - PURCHASE AND SALE AGREEMENT A BRYANT, EMERSON & FITCH G/~ IBIT ATTORNEYS AT LAW 888 WEST EVERGREEN AVENUE PAGE P.O. BOX 457 REDMOND, OREGON 97758.0103 TELEPHONE (541) 548-2151 FAX (541) 548.1895 V PURCHASE PRICE AND PAYMENT Purchasers promise to pay as the total purchase price for the property the sum of ONE MILLION SEVEN HUNDRED FORTY SEVEN THOUSAND DOLLARS AND NO1100 ($1,747,000.00). Such amount shall be paid as follows: (a) Purchasers shall make biannual interest only payments. The payment shall be due on August I` and February 15` of each year. (b) Upon the sale of any portion of the property Purchasers shall pay to Seller all accrued interest and a portion of the principal balance equal to $0.33 per square foot for the property sold (to a maximum of $1,747,000.00). All sales are subject to the terms of the parties Intergovernmental Agreement concerning this property. Seller to release any property sold from the provisions of the Trust Deed upon this payment. (c) The balance of the purchase price and any deferred interest shall be due no later than TEN (10) years from the date of closing. (d) Payments shall be delivered to Deschutes County Finance Department, 1130 NW Harriman Street, Bend, Oregon, 97701. INTEREST PROVISION This principal balance along with any unpaid interest shall accrue interest at 5% per annum from the date of closing. Interest on all unpaid balances shall commence on the date of closing. LATE CHARGES Purchasers shall pay to Seller a late charge of $100.00 for any biannual installment of interest not received by Seller within ten (10) days after the installment is due. PREPAYMENT PRIVILEGES Purchasers shall have the privilege of increasing any monthly payment, or prepaying the whole consideration, at any time; provided that no additional payments shall be credited as regular future payments nor excuse Purchasers from making the regular monthly payments provided for in this agreement. Page 2 - PURCHASE AND SALE AGREEMENT EXHIBIT PAAF I Of 19 BRYANT, EMERSON & FITCH ATTORNEYS AT LAW 888 WEST EVERGREEN AVENUE P.O. BOX 457 REDMOND, OREGON 97756-0103 TELEPHONE (541) 548-2151 FAX (541) 548-1895 POSSESSION Purchasers shall be entitled to possession upon the execution of this Agreement and the Intergovernmental Agreement between Seller and Purchasers regarding this property. CLOSING Purchasers will perform, at its cost, the survey of the subject property. Upon completion of the survey, Purchasers shall promptly make application for a lot line adjustment or partition (as Purchasers desires) to create a legal lot ofrecord. Upon completion of the legal lot of record, the sale shall close. TITLE INSURANCE Seller shall furnish, at their expense, a Purchasers' title insurance policy in the amount of $1,747,000.00, at the time of closing, insuring Purchasers against loss or damage sustained by them by reason of the unmarketability of Seller's title, or liens or encumbrances thereon, excepting matters contained in usual printed exceptions of said title insurance policies, easements, conditions and restrictions of record, and encumbrances herein specified, if any. COVENANT OF TITLE Seller covenants that they are the owners of the within described property, free of all encumbrances except as stated on the title report and unrecorded leases. DELIVERY OF DEED At closing, Seller shall execute and deliver to Purchasers a good and sufficient Bargain and Sale Deed conveying said property free and clear of all liens and encumbrances except as above provided, and those placed upon the property or suffered by Purchasers subsequent to the date of this agreement. Purchasers shall provide to seller a Trust Deed with Seller as beneficiary for the principal amount owing and incorporating the terms of this agreement. The Trust Deed shall include a lot release provision allowing for release of subsequently created parcels upon payment as required under this agreement. REPRESENTATIONS AND CONDITION OF PROPERTY Purchasers accept the land, buildings, improvements and all other aspects of the property in their present condition, AS IS, including latent defects, without any representations or warranties, BRYANT, EMERSON & FITCH Page 3 - PURCHASE AND SALE AGREEMENT ATTORNEYS AT LAW IBff 888 WEST EVERGREEN AVENUE P.O. BOX 457 REDMOND, OREGON 977580103 PAQ TELEPHONE (541) 548-2151 FAX (541) 548-1895 expressed or implied, unless they are in writing signed by Seller. Purchasers agree that they have ascertained, from sources other than Seller, the applicable zoning, building, housing and other regulatory ordinances and laws and that they accept the property with full awareness of these ordinances and laws as they may affect the present use or any intended future use of the property, and Seller has made no representations with respect thereto. NOTICE Any notice under this contract shall be in writing and shall be effective when actually delivered or when deposited in the mail, registered or certified, addressed to the parties at the addresses stated in this contract or such other addresses as either party may designate by written notice to the other. WAIVER Failure of Seller at anytime to require performance of any provision of this contract shall not limit the right of Seller to enforce the provision, nor shall any waiver by Seller of any breach of any provision be a waiver of any succeeding breach of that provision or a waiver of that provision itself or any other provisions. LEGAL REPRESENTATION This document has been prepared by the attorney for the Buyer, Steven D. Bryant. Seller acknowledges such representation and further acknowledges that Seller has been advised to consult with independent legal counsel before executing this Agreement. OTHER REPRESENTATION Steve Scott has represented the Seller in this transaction under a separate agreement between Seller and Steve Scott & Company Realtors. COSTS AND ATTORNEY FEES In the event suit, action or proceeding, including appeal therefrom, is brought for failure to observe any of the terms of this Agreement, each party shall be responsible for their own attorney's fees, expenses, costs and disbursements for said action, suit, proceeding or appeal. Page 4 - PURCHASE AND SALE AGREEMENT PAG Ai#T BRYANT, EMERSON & FITCH ATTORNEYS AT LAW 888 WEST EVERGREEN AVENUE P.O. BOX 457 REDMOND, OREGON 97756-0103 TELEPHONE (541) 548-2151 FAX (541) 548-1895 PRIOR AGREEMENTS This document is the entire, final and complete agreement of the parties pertaining to the sale and purchase of the property, and supersedes and replaces all written and oral agreements heretofore made or existing by and between the parties or their representatives insofar as the property is concerned. NUMBER. GENDER AND CAPTIONS As used herein, the singular shall include the plural, and the plural the singular. The masculine and neuter shall each include the masculine, feminine and neuter, as the context requires. All captions used herein are intended solely for convenience of reference and shall in no way limit any of the provisions of this contract. IN WITNESS WHEREOF, the parties have caused this contract to be executed as of the day and year first above written. REVI E© ATTEST: Recording Secretary ATTEST: ePage 5 - PURCHASE AND SALE AGREEMENT BRYANT, EMERSON & FITCH ATTORNEYS AT LAW 888 WEST EVERGREEN AVENUE P.O. BOX 457 REDMOND, OREGON 97756-0103 TELEPHONE (541) 548-2151 FAX (541) 548-1895 CITY OF REDMOND, OREGON I611vt t&r-- ALAN UNGER, Mayor EXHIBIT A PAGE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON O-TE S L~ G io ZA 0 { Deschutes County Board of Commissioners 1300 NW Wall St., Suite 200, Bend, OR 97701-1960 (541) 388-6570 - Fax (541) 385-3202 - www.deschutes.org ADMINISTRATIVE LIAISON AGENDA DESCHUTES COUNTY BOARD OF COMMISSIONERS 1:30 P.M., TUESDAY, MAY 30, 2006 1:30-1:45 1. Discussion of "Desert Rise" Land Sale Agreement - Mark Pilliod 7-45-2-00 2. Project & Property Update ■ Update of Juvenile Center Lease Agreements ■ Update of Young Property Exchange, La Pine 2.00-2:15 3. Communications Update - Anna Johnson 2.15-3.00 4. Other Items