HomeMy WebLinkAboutDoc 182 - Purchase Agrmt - N Co CampusDeschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 -Fax (541) 385-3202 -www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Work Session April 4, 2012
Please see directions for completing this document on the next page.
DATE: March 19,2012
FROM: Susan Ross Property & Facilities 541.383.6713
TITLE OF AGENDA ITEM:
Consideration of Board signature of Document 2012-182, a Purchase Agreement, and authorization for
County Administrator to sign closing documents.
PUBLIC HEARING ON THIS DATE? No
BACKGROUND AND POLICY IMPLICATIONS:
In 2009, the Board of County Commissioners agreed on the need to consolidate diverse government
services provided from multiple locations into a single "North County Campus" building. In June
2011, Deschutes County purchased property at 2127 S. Hwy. 97, Redmond, for that purpose.
In January 2012, the Board authorized staff to negotiate for the purchase of the property immediately
south of the future North County Campus. The property is described as Tract Nine ofPlanerville,
commonly known as 2145 S. Hwy. 97, Redmond. The parties have reached agreement. Acquisition of
this adjacent property will give Deschutes County ownership of three contiguous acres, which allows
for additional parking and future expansion.
Time is of the essence for closing escrow, necessitating the Board of County Commissioners
authorizing the County Administrator to sign escrow documents.
FISCAL IMPLICATIONS:
Total payment for the property is $500,000.
RECOMMENDATION & ACTION REQUESTED:
Staff recommends Board signature on the Purchase Agreement (DC-2012-182) and Board authorization
for County Administrator to sign closing documents.
ATTENDANCE: Susan Ross
DISTRIBUTION OF DOCUMENTS:
Original document to Susan Ross.
DESCHUTES COUNTY DOCUMENT SUMMARY
(NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be
on a Board agenda or can be signed by the County Administrator or Department Director. If the document is to be on a Board
agenda, the Agenda Request Form is also required. If this form is not included with the document, the document will be returned to
the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the
County Administrator or the Commissioners. In addition to submitting this form with your documents, please submit this form
electronically to the Board Secretary.)
Please complete all sections above the Official Review line.
Date: 13/19/121 Department: IProperty & Facilitiesl
Contractor/Supplier/Consultant Name: ISA Challenger, Inc.1
Contractor Contact: psmy Sadoij Contractor Phone #: ~12.303.08491
Type of Document: Purchase Agreement
Goods and/or Services: NIA
Background & History: In 2009, the Board of County Commissioners agreed on the
need to consolidate diverse services provided from multiple locations into a single
"North County Campus" building (DC-2011-356). In June 2011, Deschutes County
purchased property commonly known as 2127 S. Hwy 97, Redmond, for that purpose.
In January 2012, the Board authorized the purchase of the adjacent property, commonly
known as 2145 S. Hwy. 97, Redmond. It will give Deschutes County ownership of three
contiguous acres, which allows for future expansion.
Agreement Starting Date: IUpon signatur~ Ending Date: INIAl
Annual Value or Total Payment: [$500,000.001
N/A o Insurance Certificate ReCeiVjd (ChjCk box)
Insurance Expiration Date:
N/A
Check all that apply:
o RFP, Solicitation or Bid Process o Informal quotes «$150K)o Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37)
Funding Source: (Included in current budget? 0 Yes 0 No
If No, has budget amendment been submitted? 0 Yes 0 No
Is this a Grant Agreement providing revenue to the County? 0 Yes I2?J No
Special conditions attached to this grant:
Deadlines for reporting to the grantor:
3/1912012
If a new FTE will be hired with grant funds, confirm that Personnel has been notified that
it is a grant-funded position so that this will be noted in the offer letter: 0 Yes 0 No
Contact information for the person responsible for grant compliance: Name:
Phone #:
Departmental Contact and Title: ISusan Ross Phone #: 1541.383.67131
Department Director APproval:~
Signature
Distribution of Document:
Official Review:
County Signature Required {check one}: 0 SOCC 0 Department Director (if <$25K)
o Administrator (if >$25K but <$150K; if >$150K, SOCC Order No. _____)
Legal Review Date
Document Number 2012-182
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3119/2012
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PlmCHASEAGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement") is made as of the Effective Date
(defined on the signature page) by and between SA CHALLENGER, INC., a Minnesota
corporation ("Seller") and DESCHUTES COUNTY, OREGON, a political subdivision
("Buyer").
RECITALS
A. Seller is the owner of certain property located in the City of Redmond, Oregon,
more particularly described and defined in this Agreement.
B. Seller desires to sell the property described and defined in this Agreement to
Buyer, and Buyer desires to purchase such property from Seller, upon the terms set forth in this
Agreement and summarized for ease of reference by the following (the "Basic Provisions"):
I. Buyer: Deschutes County, Oregon
14 NW Kearney Avenue
Bend, Oregon 97701
Attn: Susan Ross
Property & Facilities Director
Telephone: 541-383-6713
Facsimile: 541-317-3168
E-mail: susan.ross@deschutes.org
II. Buyer's Counsel: Mark Pilliod
Deschutes County Legal Counsel
1300 NW Wall Street
Bend, OR 97701
Telephone: 541-388-6625
Facsimile: 541-617-4748
E-mail: Mark.pilliod@deschutes.org
III. Buyer's Tax ID No.: N/A
IV. Seller: SA Challenger, Inc.
9467 Milliken Ave
Rancho Cucamonga, CA 91730
Attn: Edward Vassallo
Telephone: (909) 941-5443
Facsimile:
E-mail: edward.vassallo@usbank.com
With a copy to:
Amy B. Sadoff I
Senior Corporate Counsel -Special Assets
800 Nicollet Mall BC-MN-H21R
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Minneapolis, MN 55402
Telephone: (612) 303-0849
Facsimile: (612) 303-7886
E-mail: amy.sadoff@usbank.com
V. Brokers: Seller's Broker:
The Lowes Group
920 NW Bond Street, Suite 200
Bend, OR 97701
Attn: Scott Gibbs fTelephone: (541) 312-2113
Facsimile: (541) 312-2132
IE-mail: scott@lowespm.com t t
Buyer's Broker: fCompass Commercial Real Estate Services
600 SW Columbia Street, Suite 6100 I
IBend, OR 97702
Attn:
Telephone:
Facsimile:
E-mail: J
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VI. Title Company: First American Title Insurance Co. I
801 Nicollet Mall
1900 McGladrey Plaza r
Minneapolis, MN 55402 I
CloserlEscrow Agent
Attn: Zachary Crosby I
Telephone: (612) 305-2007
Facsimile: (612) 305-2001 t
E-mail: zcrosby@firstam.com
(collectively the "Title Company")
VII. Purchase Price: $500,000.00 (the "Pnrchase Price").
VIII. Initial Deposit: $10,000.00 (the "Initial Deposit").
IX. General Contingency Date: 21 days from the Effective Date (the
"General Contingency Date").
X. Scheduled Closing Date: 10 days after the date that the last ofthe
conditions described in the section captioned I"Conditions Precedent" are satisfied or
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twaived (the "Scheduled Closing Date").
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AGREEMENT
NOW, THEREFORE, incorporating the foregoing recitals and the defined terms in the
Basic Provisions, and in consideration of the mutual covenants and agreements contained herein
and for other good and valuable consideration, the receipt and sufficiency of which are
acknowledged, Seller and Buyer agree that the terms and conditions of this Agreement and the
instructions to the Title Company with regard to the escrow created pursuant hereto are as
follows:
1. Sale and Purchase. Seller agrees to sell to Buyer, and Buyer agrees to buy from
Seller, the following (collectively, the "Property"), subject to and on the terms of this
Agreement:
1.1. Land. The land located at 2145 South Highway 97, in the City of
Redmond, Oregon (Deschutes County) and legally described on attached Exhibit A (the
"Land"), and any hereditaments, tenements, easements, and other rights and interests
benefiting or appurtenant to the Land.
1.2. Improvements. The buildings and other improvements and fixtures
located on the Land, ifany (collectively, the "Improvements"). "Real Property" means,
collectively, the Land and the Improvements.
1.3. Personal Property. All equipment, machinery, furnishings and other
tangible personal property other than inventory, owned and transferrable by Seller and I
located on, or used in connection with the operation of the Real Property, if any, to the
extent owned and transferable by Seller (the "Personal Property").
1.4. Leases. SeHer's interest, if any, in that certain Commercial Lease dated
May 31, 2011 by and between Seller and Airframes, Inc. (the "Existing Lease"),
including all of Seller's interest in all security deposits and prepaid rent, if any, under the
Existing Lease.
The Property specifically excludes any award, tax rebate, refund, judgment, recovery or the like I
to the extent related to periods prior to the Closing (defined below).
2. Purchase Price. The "Purchase Price" for the Property, as defined in the Basic I
Provisions is payable as follows: I
2.1. Earnest Money. Within 2 Business Days (defined below) after the
Effective Date, Buyer will deliver the Initial Deposit into escrow with the Title Company
by wire transfer of immediately available funds per the Title Company's wire instructions I
which are attached hereto as Schedule 2.1. The Initial Deposit, together with any interest
earned thereon, and any other deposits made by Buyer, is referred to as the "Earnest I
Money" The Earnest Money is non-refundable, except as expressly provided in this
Agreement, and will be credited against the Purchase Price at Closing.
2.2. Balance of Purchase Price. On or before 1 Business Day before the I
Scheduled Closing Date, Buyer will deliver the balance of the Purchase Price, subject to I
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adjustments and prorations provided in this Agreement, by wire transfer of immediately
available funds to the Title Company.
3. Due Diligence.
3.1. Records. It is a matter of public record that (a) Park National Bank ("PNB")
foreclosed on the Property prior to its failure on October 30, 2009 and (b) Seller acquired the
remaining assets ofPNB from the FDIC after PNB's failure, including the Property. Thus,
Seller has limited, ifany, knowledge regarding the condition of the Property or the existence
of any documents, reports, surveys, maps, studies, or assessments regarding the physical or
environmental condition of the Property or the status of entitlements for the Property or
occupancy agreements, contracts, rent rolls, budgets or similar documents regarding the
operations of the Property (collectively, the "Records"). Accordingly, Seller is under no
obligation whatsoever to provide or disclose any such Records, whether or not Seller
possesses the same, it being agreed that Buyer will rely entirely on its own due diligence
investigations to evaluate all aspects of the Property and its suitability for Buyer's intended
use. Notwithstanding the above, Buyer acknowledges that Buyer has received a copy of the
following Records: a) that certain Phase I Environmental Site Assessment Report prepared
by Mark Yinger Associates dated November 15, 2011 (the "Existing Environmental
Information) and b) the Existing Lease. The Existing Environmental Information, the
Existing Lease and any additional Records which Seller may provide Buyer are provided to
Buyer solely as a courtesy to Buyer without any representation or warranty whatsoever as to
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Ithe accuracy or completeness of the information contained in such Records or as to Seller's
possession of other Records. Seller will not provide to Buyer the following (the "Excluded
Records"):
(a) any appraisals or other economic evaluations of, or projections Iwith respect to, all or any portion of the Property, including budgets prepared by
or on behalf of Seller or any affiliate of Seller, I
f(b) any loan documents, other correspondence or information related
to any of Seller's or Seller's affiliates' prior loans in connection with the Property;
and
(c) any documents, materials or information which are subject to
attorney/client, work product or similar privilege, which constitute attorney
communications with respect to the Property and/or Seller, or which are otherwise
confidential or proprietary.
Seller specifically disclaims and makes no warranties or representations regarding any Records
provided or not provided to Buyer or its agents by or on behalf of Seller, and has no liability or
responsibility regarding any matters disclosed or not disclosed in the Records, including, without
limitation, any statement, warranty or representation made in or in connection with the Records. t
Buyer acknowledges that Seller has made no representations or warranties of any kind
whatsoever to Buyer as to the accuracy or completeness of the content of any Records or any t
other information delivered to or made available to Buyer pursuant to this Agreement and its freliance on any Records is at its own risk. By executing this Agreement, Buyer acknowledges I
that it has no right to review any of the Excluded Records.
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3.2. Entry; Inspections. Seller grants to Buyer and its officers, directors,
employees, shareholders, members, partners, consultants, contractors and agents (the
"Buyer Parties") a license to enter the Real Property, from the Effective Date until the
General Contingency Date, for the limited purpose of obtaining the Phase I (defined
below), conducting the Current Survey (defined below), and/or inspecting the Real
Property in accordance with the provisions of this Section. Any entry, inspection and
related activities by Buyer and Buyer Parties are at their own respective risk. Prior to any
such entry, Buyer will provide Seller with a certificate of commercial general liability
insurance with at least a $1 million single combined limit covering such entry and
naming Seller as an additional insured. Buyer may satisfY the provision of liability
insurance by means of a program of self-insurance established in accordance with Oregon
law. Buyer must not interfere with Seller or tenant operations on the Real Property.
Buyer will give Seller reasonable advance notice prior to entry to the Property, and Seller
may have its representative present during any entry. Buyer will restore any damage to
the Property caused by entry, activities and inspections by Buyer or the Buyer Parties.
Further, Buyer will indemnifY, defend (using counsel selected by SeHer and reasonably
acceptable to Buyer) and hold Seller and its successors and assigns harmless against and
from all liabilities, demands, claims, actions or causes of action, assessments, losses,
fines, penalties, costs, damages and expenses, including reasonable attorneys' and expert
witness fees, sustained or incurred by Seller or its successors or assigns as a result of or
arising out of or by virtue of: any entry, investigations, examinations, inspections and I
tests on or to the Real Property, and any mechanics' liens arising out of those entry,
investigations, examinations, inspections and tests. Buyer's obligations under this I
section survive Closing, termination of this Agreement, and signing and delivery of the i
Deed (defined below).
(a) Environmental Condition. Buyer may obtain, from an
environmental consultant, a report of a non-invasive investigation of the
likelihood of contamination on the Land (the "Phase I"), at Buyer's sole cost.
INotwithstanding any permission obtained from any occupant of the Property or
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!any other person, no Buyer Parties may make a "Phase II" or other follow-up
environmental inspection, nor conduct any soil or environmental testing or make
any borings of any kind, or other invasive testing at the Property without Seller's
prior written consent, which may be withheld or conditioned in Seller's sole
discretion.
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(b) Reports. "Reports" means all structural or engineering reports, I
risk assessments, inspection reports or cost estimates regarding the structure, ~
condition, maintenance or repair of any portion of the Improvements, reports of
all environmental studies, investigations, tests and the like performed for or on
behalf of Buyer at the Property, all survey maps, and all other tests, reports, Istudies and the like generated by such vendor in connection with Buyer's
inspection ofthe Property.
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3.3. Confidentiality. Buyer acknowledges that the Records and information !
contained therein are proprietary and confidential in nature and have been and will be
delivered to Buyer solely to assist Buyer in determining whether to buy the Property. I
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Until Closing and to the extent pennitted by Oregon law, Buyer agrees to not disclose the
Records, the Reports, or their contents, or any infonnation disclosed, discovered or
detennined in connection with the transaction contemplated by this Agreement
(collectively, the "Confidential Information") to any party except the following to the
extent they agree to abide by the tenns of this section:
(a) Buyer's attorneys, engineers, accountants, or other business
consultants assisting Buyer in the transaction contemplated by this Agreement;
(b) third parties as required under applicable laws; and
(c) Buyer's potential investors and lenders.
Buyer will take all necessary actions to ensure that any parties to whom such Confidential
Infonnation is furnished not make the same available or disclose the contents thereof to
any person. If Buyer does not close on the purchase of the Property for any reason, all
copies of the Confidential Infonnation will be delivered promptly to Seller, without
retaining copies thereof. Buyer's obligations under this section survive tennination of
this Agreement.
3.4. Governmental Approvals. Buyer may seek approval for such penn its,
licenses, zoning, variances, entitlements and development rights desired by Buyer for
Buyer's intended use of the Property (collectively, the "Governmental Approvals").
Seller will reasonably cooperate with Buyer in connection with the Governmental
Approvals, including executing such documents as are reasonably necessary to penn it
Buyer to submit application materials in its name in connection with the Governmental
Approvals. Notwithstanding the foregoing:
(a) the Governmental Approvals will not result in a change of zoning,
or cause or create any liens or encumbrances against any portion of the Property,
unless and until the Closing occurs;
(b) the Governmental Approvals will not result in any liability
whatsoever to Seller; and
(c) Seller will not be obligated to incur any out-of-pocket expenses in
connection with any of the Governmental Approvals.
4. Conditions Precedent. Buyer's obligations under this Agreement are contingent
upon the satisfaction (or waiver by Buyer) of the conditions precedent listed below by the
General Contingency Date, or such later date if applicable as provided in the section captioned
"Title Matters". Buyer may unilaterally waive any or all of the conditions. Prior to the General
Contingency Date, Buyer's waiver of any condition shall not be effective unless placed in
writing and signed by Buyer's authorized representative. If any of the conditions described in
this section (other than title matters if there are any Title Objections (defined below) as set forth
in the section captioned "Title Matters") are not satisfied by the General Contingency Date,
unless the conditions have not been satisfied by reason of willful default, neglect or bad faith on
tthe part of Buyer, Buyer has the option to tenninate this Agreement and receive a refund of its
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Earnest Money pursuant to the section captioned "Termination by Buyer" as its sole remedy,
which option automatically expires on the General Contingency Date. If Buyer fails to timely
deliver the Termination Documents (defined below) to Seller in accordance with the section
captioned "Termination by Buyer" below, then the conditions set forth in this section will be
deemed to be satisfied or waived.
(a) Inspections and General Satisfaction. Buyer will have in good
faith determined that it is satisfied (in its sole discretion) with the results and
matters disclosed by Buyer's inspection of the Property, the Reports, and all other
aspects of the Property.
(b) Title. Buyer has accepted the condition of title pursuant to the
terms of the section captioned "Title Matters", on or before the dates specified in
such section.
(c) Governmental Approvals. Buyer will have in good faith sought
and obtained the Governmental Approvals.
5. Title Matters.
5.1. Examination of Title. Within 10 Business Days after the Effective Date,
Title Company will deliver to Buyer (a) a commitment for a 2006 ALTA standard owner's
policy of title insurance covering the Property ("Title Commitment") issued by the Title
Company, along with copies of all instruments shown as exceptions or referred to in the
commitment (collectively, the "Title Documents"). Buyer has the right to perform a
current land survey ("Current Survey") and obtain an ALTA extended coverage policy
of title insurance, along with any endorsements or additional coverage that Buyer may
desire, provided that neither such Current Survey, extended coverage or endorsements
will be a condition precedent to, or otherwise excuse or delay any of Buyer's obligations
under this Agreement. Buyer may make any objections to the title to the Property as
reflected by the Title Documents, any other matters of record, or such Current Survey in
writing to Seller on or before the General Contingency Date. If such objections are not
made by the General Contingency Date, then Buyer will be deemed to have waived any
oi;>jections to title. "Title Objection" means any timely and properly made objection to
title under this Section.
5.2. Correction of Title and Title Condition. Seller will have the right, but
not the obligation, to cure any Title Objection by delivering written notice of its intent
whether or not to cure within 5 Business Days after receipt of a Title Objection.
Notwithstanding the General Contingency Date, if Seller elects not to cure the Title
Objection, Buyer shall have the option to terminate this Agreement and receive a
refund of its Earnest Money pursuant to the section captioned "Termination by Buyer" as
its sole remedy, which option may be exercised only by Buyer giving written notice to
Seller within 5 Business Days after receipt of Seller's notice If Seller elects to cure,
Seller will be allowed 30 days to cure any Title Objections. The Closing will be
postponed as necessary under this section. Seller may revoke its intent to cure by giving
Buyer notice during that 30-day period that it is not curing any Title Objection. If Seller
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gives notice that it elects not to cure, or if any Title Objection is not corrected by Seller
within 30 days after the date on which Buyer gives written objections to title as provided
in the section captioned "Examination of Title", then notwithstanding the General
Contingency Date, Buyer has the option to terminate this Agreement and receive a refund
of its Earnest Money pursuant to the section captioned "Termination by Buyer" as its sole
remedy, which option may be exercised only by Buyer giving written notice to Seller
within 5 Business Days after the end of the 30 day period. Buyer is automatically
deemed to have waived all uncured Title Objections if Buyer does not timely and
properly exercise its option to terminate. Upon curing or waiver of all Title Objections,
the Closing will occur on the later of the Scheduled Closing Date or 5 Business Days
after all Title Objections are cured, waived or deemed waived.
6. Closing. The consummation of the purchase and sale of the Property and other
transactions contemplated by this Agreement (the "Closing") will occur on the Scheduled
Closing Date, or such earlier date as Seller and Buyer may agree in writing, as the same may be
extended for curing Title Objections or Casualty (defined below) restoration, both as expressly
provided in this Agreement, or for any reason mutually agreed upon by the Parties. The Closing
will occur through the deposit of documents, deliveries and funds into an escrow established
with the Title Company pursuant to Seller's and Buyer's respective closing instructions to the
Title Company, which must be consistent with the terms of this Agreement.
7. Closing Deliveries.
7.1. By Seller. No later than 1 Business Day prior to the Scheduled Closing
Date, Seller will deliver or cause to be delivered into escrow with the Title Company the
following, properly completed and duly signed by Seller and notarized where applicable
(collectively, "Seller's Closing Deliveries"):
(a) a quitclaim deed to the Real Property (the "Deed") in substantially
the form attached as Exhibit B;
(b) an affidavit of non-foreign seller (FIRPTA);
(c) an affidavit of seller substantially in the form attached as
Exhibit C (the "Affidavit of Seller");
(d) a settlement statement showing both the Seller's and the Buyer's
credits and debits consistent with this Agreement (the "Settlement Statement");
(e) an incumbency certificate setting forth the general resolution of
Seller authorizing sales of real estate and the name and status of the officer
signing this Agreement and Seller's Closing Deliveries (which is the only
evidence of authority which will be provided by Seller);
(f) any transfer declarations required by applicable law;
(g) a quitclaim bill of sale without warranty to the Personal Property, if
any, in substantially the form of attached Exhibit D (the "Bill of Sale");
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(h) any other customary closing documents in form and substance
reasonably satisfactory to Seller, and any information, certifications and forms
necessary to comply with Section 6045 of the Internal Revenue Code of 1986, as
amended.
7.2. By Buyer. No later thanl Business Day prior to the Scheduled Closing
Date, Buyer will deliver or cause to be delivered into escrow with the Title Company, in
addition to any other items required by this Agreement, the following, properly
completed and duly signed by Buyer and notarized where applicable (collectively,
"Buyer's Closing Deliveries"):
(a) the balance of the Purchase Price, after adjustments and prorations
provided in this Agreement, plus any other amounts payable to Seller under this
Agreement, by wire transfer of immediately available funds;
(b) Buyer's counterpart signature on the Settlement Statement;
(c) any other items expressly required to be delivered by Buyer at
Closing;
(d) evidence of the authority of Buyer to enter into and consummate
the transactions contemplated by this Agreement reasonably acceptable to Seller
and the Title Company; and
(e) any other customary closing documents in form and substance
reasonably satisfactory to Buyer and any information, certifications and forms
necessary to comply with Section 6045 of the Internal Revenue Code of 1986, as
amended '
8. Adjustments and Prorations. The provisions of this section and its subsections
survive Closing and signing and delivery of the Deed. The following adjustments will be made
to the Purchase Price at Closing:
8.1. Manner for Prorations; Estimates; No Reconciliations. Seller will
deliver, or cause to be delivered, to Buyer an estimate of all prorations not later than 5
Business Days prior to the Scheduled Closing Date. If any of the amounts allocated under
this section cannot be calculated with complete precision at Closing because the amount
or amounts of one or more items included in such calculation are not then known, then
such calculation will be based on the most recently assessed and known amounts and
there will be no adjustments for either party in the event that the actual amounts as
determined at some future date differs from said known amounts as of the date of
Closing.
8.2. Real Estate Taxes and Assessments. General real estate taxes and
assessments, if any, applicable to any of the Real Property will be prorated between Seller
and Buyer on a daily basis as of the date of Closing based upon Deschutes County's
billing year, with Seller paying those allocable to the period prior to the date of Closing
and Buyer being responsible for those allocable to the date of Closing and thereafter.
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Seller will pay in full all catch-up or other deferred taxes applicable to any of the Real
Property as of the date of Closing. Ifthe bill for current taxes on the Real Property is not
available as of the Closing, the parties will prorate in escrow based on taxes for the
immediately prior billing year, which proration will be full and final, and there will be no
re-proration or adjustment after Closing.
All pending general real estate taxes and assessments, including interest or penalties due
thereon, with respect to the Real Property as of the date of Closing, whether due in total
or in part, shall be charged to Seller and shall be paid in full by the Title Company
concurrently with the recording of the Deed, unless Buyer agrees to take subject thereto
in which case a credit for such amount shall be made against the Purchase Price.
Seller reserves the right to collect all tax refunds, rebates and reductions applicable to
years prior to the year of Closing, and to apply for tax rebates and reductions and protest
taxes for the year of Closing and earlier periods. If there is any tax refund, rebate or
reduction due for taxes related to the year of Closing, the refund or rebate (after
deducting the fees and other costs attributable to such contest), when and if received, will
be allocated between Seller and Buyer on the same basis as proration of taxes under this
Section. The rights and obligations under this paragraph survive Closing and signing and
delivery of the Deed.
8.3. Title Costs. Seller will pay for the cost of the Title Commitment and
related search fees. Buyer will pay the premium for any Owner's Title Policy, any
mortgagee's title policy required by Buyer's lender, and any endorsements to those
policies
8.4. Recording Costs. Seller will pay the cost of recording all documents
necessary to place record title to the Property in Seller in the condition required pursuant
to the section captioned "Title Matters". Buyer will pay the cost of recording the Deed,
and any other documents to be recorded in connection with the Closing.
8.5. Transfer Taxes. If applicable, Seller will pay all state deed tax regarding
the Deed. Buyer will pay any mortgage registry tax regarding any mortgage given by
Buyer on the Real Property in connection with this transaction.
8.6. Operating Expenses. Seller will pay all expenses ofthe Property relating
to the period prior to the date of Closing, other than any expenses that the tenant,
Airframes, Inc. (the "Tenant"), is obligated to pay under the Existing Lease and Buyer
will pay all expenses of the Property relating to the period from and after the date of
Closing. The Existing Lease provides that the Tenant in addition to rent pays additional
amounts for utilities, water/sewer, garbage, security, HVAC maintenance and other
services (herein, "vendors and service providers") used by the Tenant. The Tenant has
been paying all vendors and service providers directly for all of these expenses. Seller
assumes no obligation for any such payments the Tenant has failed to make prior to the
Scheduled Closing Date. I
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8.7. Rents. All rent and other charges payable by the Tenant and actually
received by Seller by Closing will be prorated as of the date of Closing between Seller
and Buyer on a daily basis, with Seller retaining those allocable to the period prior to the
date of Closing and Buyer receiving those allocable to the date of Closing and thereafter.
With respect to any lease amounts delinquent at Closing that Buyer receives after
Closing, Buyer will pay Seller's prorated portion to Seller within 10 Business Days after
receipt. Notwithstanding the foregoing, Buyer will have no obligation to seek or collect
any such delinquent amount. As of the date of Closing, Buyer hereby releases Seller
from any further liability for all additional amounts due for operating expenses from the
Tenant relating to the Property and will indemnify and defend Seller from any claims
regarding any unpaid operating expenses. Such obligation will survive the date of
Closing and the recording of the Deed. No security deposit was required from the Tenant
under the Existing Lease, and therefore, Seller is not holding any security deposit from
the Tenant.
8.8. Closing Fee. Seller and Buyer will each pay one-half of any Closing fee
payable to the Title Company in connection with the transaction contemplated by this
Agreement.
8.9. Other Closing Costs. All other Closing costs will be allocated between
Seller and Buyer in accordance with the customary practice for similar commercial real
estate transactions in the county where the Property is located.
9. Casualty
9.1. Damage or Destruction. If all or part of the Improvements are damaged
or destroyed by any Casualty (defined below) after the Effective Date and before Closing
such that it would cost more than $100,000.00 to repair or restore the Real Property(as
reasonably estimated by Seller's engineer), then Buyer has the option to terminate this
Agreement and receive a refund of its Earnest Money pursuant to the section captioned
"Termination by Buyer" as its sole remedy, which option automatically expires at the end
of the 10th Business Day after Buyer receives notice from Seller of the Casualty, or at
Closing, whichever comes first. If Buyer fails to timely and properly exercise that
option, or if the damage would cost $100,000.00 or less to restore, then this Agreement
remains in effect, the Real Property will be conveyed at Closing in its damaged condition,
Seller has no obligation to repair or restore the Real Property, and Seller and Buyer will
agree to reduce the Purchase Price by an amount equal to the cost to repair the damage
and return the Improvements to their condition immediately prior to such damage. If
Seller and Buyer cannot agree on the amount by which to reduce the Purchase Price
within 10 Business Days after Seller gives Buyer written notice of the amount it believes
is the cost of repair, then Buyer has the option to terminate this Agreement and receive a
refund of its Earnest Money pursuant to the section captioned "Termination by Buyer" as
its sole remedy, which option automatically expires at the end of that 10th Business Day
thereafter, or at Closing, whichever comes first. "Casualty" means and is limited to any
occurrence included within the definition of "Covered Causes of Loss" in the then
current form of insurance policy published by Insurance Services Office as the "Causes
of Loss -Basic Form".
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9.2. Seller's Right to Restore. Notwithstanding anything to the contrary, if
Buyer timely and properly exercises an option to terminate this Agreement under this
section, Seller has the option to restore the Improvements to substantially their condition
immediately prior to the Casualty, which option may be exercised by giving written
notice to Buyer within 15 Business Days after Buyer's exercise of its option. If Seller
exercises its option to restore, then Buyer's exercise of the termination option is reversed.
If such damage has not been substantially restored prior the Scheduled Closing Date but
Seller is diligently proceeding to restore, then Seller will diligently complete the repair
and Buyer has the right to delay the Closing until restoration is substantially completed.
10. Takings. If prior to Closing, eminent domain proceedings are commenced
against all or a material part of the Real Property, then Buyer has the option to terminate this
Agreement and receive a refund of its Earnest Money pursuant to the section captioned
"Termination by Buyer" as its sole remedy, whic~ option automatically expires at the end of the
10th Business Day after Buyer receives notice of the condemnation, or at Closing, whichever
comes first. If Buyer does not timely and properly exercise the option, or less than a material
part of the Real Property is subject to such proceeding, then this Agreement remains in effect, the
remaining Real Property will be conveyed at Closing subject to the eminent domain proceeding,
Seller has no obligation to restore the Real Property or reduce the Purchase Price, and Seller will
give to Buyer at Closing either (a) a credit against the Purchase Price in the amount of the award
received by Seller in the case of a completed condemnation, or (b) an assignment of all of
Seller's rights in the eminent domain proceeding in the case of a pending proceeding.
purposes ofthis section "material" means a value equal to 20% ofthe Purchase Price.
For
11. Representations and Warranties
11.1. Representations
warrants to Seller that:
and Warranties hy Buyer. Buyer represents and
(a) Authority. Buyer (i) is a political subdivision, acting by and
through the Deschutes County Property & Facilities Department and is qualified
to do business under the laws of the State of Oregon; (ii) has the requisite power
and authority to enter into and perform this Agreement and the closing documents
to be signed by Buyer; (iii) this Agreement and the closing documents have been,
or will be duly authorized by all necessary action on the part of Buyer and have
been, or will be duly executed and delivered; (iv) the execution, delivery and
performance by Buyer of this Agreement and the closing documents do not
conflict with or result in a violation of Buyer's operating or governing documents,
or any judgment, order, or decree of any court or arbiter to which Buyer is subject
or a party; and (v) this Agreement and the closing documents are valid and
binding obligations of Buyer, and are enforceable in accordance with their terms.
(b) Loan. No portion of the Purchase Price is being paid from the
proceeds of any loan from U.S. Bank National Association, or from any entity
controlled by or under common control with U.S. Bank National Association.
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(c) Prior Relationships. Neither Buyer nor any of its affiliates, or
any of the members of its Board of County Commissioners is affiliated with the
Tenant, nor with any current or prior borrower or guarantor with respect to any
loan made by Seller or its affiliates and secured by all or any portion of the
Property. For purposes of this provision, the tenn "affiliated with" means
controlled by, controlling or in common control of the other entity, and the tenn
"control" or similar means the ownership of any equity interest in the other entity,
serving as an officer, director or in any similar capacity in connection with the
other entity, or the ability to control or influence the decision-making process of
the other entity.
(d) Prohibited Persons and Transactions. Neither Buyer nor any of
its affiliates or members of its Board of county Commissioners is, nor will they
become, a person or entity with whom U.S. persons or entities are restricted from
doing business under regulations of the Office of Foreign Asset Control
("OFAC") of the Department of the Treasury (including those named on OFAC's
Specially Designated and Blocked Persons List) or under any statute, executive
order (including the September 24, 2001, Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism) or other governmental action and does not, to its actual
knowledge, engage in any dealings or transactions or be otherwise associated with
such persons or entities.
(e) Counsel, No Reliance. The Buyer acknowledges and agrees that
the Buyer has received, or has had the opportunity to receive, the advice of
independent counsel, appraisers and accountants selected by the Buyer, or the
opportunity to obtain such advice, before entering into this Agreement, and has
not relied upon the Seller or any of its officers, directors, employees, agents or
attorneys concerning any aspect of the transactions contemplated by this
Agreement.
(f) Representations as of the date of Closing. By delivering the
items specified in the section captioned Closing Deliveries By Buyer, Buyer will
be deemed to have reaffinned the representations and warranties made in this
section captioned "Representations and Warranties by Buyer" as of the date of
Closing
11.2. Representations and Warranties by Seller. Seller represents and
warrants to Buyer that:
(a) Authority. SeHer (i) is a Minnesota corporation and is qualified to
do business under the laws of the State of Oregon; (ii) has the requisite power and
authority to enter into and perfonn this Agreement and the closing documents to
be signed by Seller; (iii) this Agreement and the closing documents have been, or
will be duly authorized by all necessary action on the part of Seller and have been,
or will be duly executed and delivered; (iv) the execution, delivery and
perfonnance by Seller of this Agreement and the closing documents does not
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conflict with or result in a violation of Seller's articles of incorporation or by
laws, or any judgment, order, or decree of any court or arbiter to which Seller is a
party; this Agreement and the closing documents are valid and binding obligations
of Seller, and are enforceable in accordance with their terms.
(b) Representations as of the date of Closing: By delivering the
items specified in the section captioned Closing Deliveries By Seller, Seller will
be deemed to have reaffirmed the representations and warranties made in this
section captioned "Representations and Warranties by Seller" as of the date of
Closing
12. Operations During Executory Period. From the Effective Date until the date of
Closing or earlier termination of this Agreement, Seller will (a) operate, maintain and manage the
Property in a manner generally consistent with the manner in which Seller has operated and
maintained the Property prior to the Effective Date (b) undertake no repairs or alterations of the
Property of a capital nature without Buyer's written consent, (c) not enter into any lease or
contract affecting the Property that is not cancellable on 30 days notice or less, or any
amendment, renewal or extension of a lease or contract for a period beyond the Scheduled
Closing Date, or consent to any sublease or assignment of a lease, or affirmatively waive by
written consent (not inaction) any material rights of Seller under any lease or contract, without
Buyer's written consent, which may not be unreasonably withheld, conditioned or delayed. Prior
to the Scheduled Closing Date, Owner will terminate the Existing Lease only upon Buyer's
written direction.
13. .Assignment. Buyer may not fully or partially assign or transfer this Agreement
in any manner whatsoever without Seller's prior written consent, which may be given or withheld
in Seller's sole and absolute discretion, and any attempt to do so without that consent is
automatically void. Buyer must request Seller's consent in writing at least 5 Business Days prior
to the Scheduled Closing Date. Any change in the voting interest in or management control of
Buyer is deemed a transfer under this section. Any assignment or transfer of Buyer's rights or
obligations under this Agreement (even if Seller consents) will not operate to relieve Buyer of its
obligations under this Agreement. Notwithstanding the foregoing, Buyer may assign its rights
under this Agreement to a duly formed entity Affiliated with Buyer after giving notice to Seller;
provided that the (a) originally-named Buyer will not be released from liability under this
Agreement as a result of the assignment, and (b) to be effective, the notice must be in writing
given at least 5 Business Days prior to the Scheduled Closing Date and accompanied by a copy
of the assignment and all documents evidencing the formation, ownership, good standing and
authority of the assignee to assume and perform the Buyer's obligations under this Agreement.
"Affiliated with Buyer" means controlled by, controlling or in common control with Buyer ..
14. Disclaimer and Waivers
14.1. Disclaimers. SELLER DOES NOT, BY THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, AND SELLER WILL NOT, BY THE
EXECUTION AND DELIVERY OF ANY DOCUMENT OR INSTRUMENT
EXECUTED AND DELIVERED IN CONNECTION WITH CLOSING, MAKE ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR
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NATURE WHATSOEVER, WITH RESPECT TO THE PROPERTY AND ALL SUCH
WARRANTIES ARE HEREBY DISCLAIMED. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING PROVISIONS, SELLER MAKES, AND WILL
MAKE, NO EXPRESS OR IMPLIED WARRANTY AS TO:
(a) MATIERS OF TITLE,
(b) ZONING,
(c) TAX CONSEQUENCES,
(d) PHYSICAL OR ENVIRONMENTAL CONDITION
{INCLUDING, WITHOUT LIMITATION, LAWS, RULES, REGULATIONS,
ORDERS AND REQUIREMENTS PERTAINING TO THE USE, HANDLING,
GENERATION, TREATMENT, STORAGE OR DISPOSAL OF ANY TOXIC
OR HAZARDOUS WASTE OR TOXIC, HAZARDOUS OR REGULATED
SUBSTANCE, AND FURTHER INCLUDING, WITHOUT LIMITATION, THE
COMPREHENSIVE ENVIRONMENTAL RESPONSE AND COMPENSATION
AND LIABILITY ACT, THE RESOURCE CONSERVATION AND RECOVERY
ACT, THE CLEAN WATER ACT, THE SOLID WASTE DISPOSAL ACT, THE
FEDERAL WATER POLLUTION CONTROL ACT, THE OIL POLLUTION
ACT, THE FEDERAL CLEAN AIR ACT, THE FEDERAL INSECTICIDE,
FUNGICIDE AND RODENTICIDE ACT, EACH AS MAY BE AMENDED
FROM TIME TO TIME, AND INCLUDING ANY AND ALL REGULATIONS,
RULES OR POLICIES PROMULGATED THEREUNDER AND ALL
APPLICABLE LOCAL LAWS, ORDINANCES, AND REGULATIONS
(HEREIN COLLECTIVELY CALLED THE "ENVIRONMENTAL LAWS"),
(e) VALUATION,
(t) GOVERNMENTAL APPROVALS, GOVERNMENTAL
REGULATIONS, ENTITLEMENT STATUS OR ANY OTHER MATIER OR
THING RELATING TO OR AFFECTING THE PROPERTY,
(g) THE USE, INCOME POTENTIAL, EXPENSES, OCCUPANCY
STATUS, OPERATION OR CHARACTERISTICS OF THE PROPERTY OR
ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF SUITABILITY, HABITABILITY, MERCHANTABILITY,
DESIGN OR FITNESS FOR ANY SPECIFIC PURPOSE OR FOR A
PARTICULAR PURPOSE, OR GOOD OR WORKMANLIKE
CONSTRUCTION,
(h) THE NATURE, MANNER, CONSTRUCTION, CONDITION,
STATE OF REPAIR OR LACK OF REPAIR OF ANY OF THE BUILDINGS,
STRUCTURES OR IMPROVEMENTS, ON THE SURFACE OR
SUBSURFACE THEREOF WHETHER OR NOT OBVIOUS, VISIBLE OR
APPARENT,
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(i) THE NATURE OR QUALITY OF CONSTRUCTION,
STRUCTURAL DESIGN OR ENGINEERING OF THE PROPERTY,
U) THE SOIL CONDITIONS, DRAINAGE, FLOODING
CHARACTERISTICS, UTILITIES OR OTHER CONDITIONS EXISTING IN,
ON OR UNDER THE PROPERTY AND
(k) THE PRESENCE OR EXISTENCE OF MOLD OR OTHER
ORGANISMS, LEAD BASED PAINT OR WATER PENETRATION IN OR
ABOUT THE BUILDINGS, STRUCTURES OR IMPROVEMENTS
(HEREIN COLLECTIVELY CALLED THE "DISCLAIMED MATTERS").
14.2. Waivers. BUYER AGREES THAT, WITH RESPECT TO THE
PROPERTY, BUYER HAS NOT RELIED UPON AND WILL NOT RELY UPON,
EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY
OF SELLER. BUYER WILL CONDUCT SUCH INSPECTIONS AND
INVESTIGATIONS OF THE PROPERTY (INCLUDING, BUT NOT LIMITED TO,
THE PHYSICAL AND ENVIRONMENTAL CONDITION THEREOF AND RELY
UPON SAME AND, UPON CLOSING, WILL ASSUME THE RISK THAT ADVERSE
MATTERS, INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMED MATIERS,
MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND
INVESTIGATIONS. SUCH INSPECTIONS AND INVESTIGATIONS OF BUYER
WILL BE DEEMED TO INCLUDE AN ENVIRONMENTAL AUDIT OF THE
PROPERTY, AN INSPECTION OF THE PHYSICAL COMPONENTS AND GENERAL
CONDITION OF ALL PORTIONS OF THE PROPERTY, SUCH STATE OF FACTS AS
AN ACCURATE SURVEY AND INSPECTION OF THE PROPERTY WOULD SHOW,
PRESENT AND FUTURE ZONING AND LAND USE ORDINANCES,
RESOLUTIONS AND REGULATIONS OF THE CITY, COUNTY AND STATE
WHERE THE PROPERTY IS LOCATED AND THE VALUE AND MARKETABILITY
OF THE PROPERTY. SELLER WILL SELL AND CONVEY TO BUYER, AND
BUYER WILL ACCEPT THE PROPERTY "AS IS", "WHERE IS", AND WITH ALL
FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR
REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY
SELLER OR ANY THIRD PARTY.
WITHOUT IN ANY WAY LIMITING ANY PROVISION OF THIS SECTION,
BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT IT HEREBY
WAIVES, RELEASES AND DISCHARGES ANY CLAIM IT HAS, MIGHT HAVE
HAD OR MAY HAVE AGAINST SELLER WITH RESPECT TO:
(a) THE DISCLAIMED MATIERS;
(b) THE CONDITION OF THE PROPERTY, EITHER PATENT OR
LATENT;
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(c) THE PAST, PRESENT OR FUTURE CONDITION OR
COMPLIANCE OF THE PROPERTY WITH REGARD TO ANY
ENVIRONMENTAL LAWS; AND
(d) ANY OTHER STATE OF FACTS THAT EXISTS WITH
RESPECT TO THE PROPERTY. WITH THE SOLE EXCEPTION OF BUYER'S
CLAIMS UNDER THIS AGREEMENT, AND THE DEED OR OTHER
DOCUMENTS OR INSTRUMENTS BEING DELIVERED BY SELLER.
BUYER AND ANYONE CLAIMING BY, THROUGH OR UNDER BUYER HEREBY
FULLY AND IRREVOCABLY WAIVES AND RELEASES SELLER AND EACH OF
ITS SHAREHOLDERS, EMPLOYEES, OFFICERS, MANAGERS,
REPRESENTATIVES, AGENTS, SUCCESSORS AND ASSIGNS AND ANY
CONTRACTORS OR SUBCONTRACTORS (INCLUDING WITHOUT LIMITATION
ARCHITECTS AND ENGINEERS) WHO MAY HAVE PERFORMED WORK
RELATED TO THE PROPERTY, REGARDLESS OF WHETHER THERE IS ANY
DIRECT PRIVITY OF CONTRACT TO SELLER OR ANY PERSON PREVIOUSLY
HAVING AN OWNERSHIP INTEREST IN THE PROPERTY (COLLECTIVELY
"RELEASED PARTY") FROM ANY AND ALL CLAIMS THAT IT MAY NOW
HAVE OR HEREAFTER ACQUIRE AGAINST ANY RELEASED PARTY FOR AND
AGAINST ANY COSTS, LOSSES, DEMANDS, PENALTIES, FINES, LIENS,
JUDGMENTS, INJURIES, LIABILITIES, DAMAGES, EXPENSES, DEMANDS,
CLAIMS, ACTIONS OR CAUSES OF ACTION, WHETHER DIRECT OR INDIRECT,
KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, ARISING FROM OR
RELATED TO THE PROPERTY, OR ANY PORTION THEREOF, AND/OR ANY
CONSTRUCTION DEFECTS, ERRORS, OMISSIONS, OR OTHER CONDITIONS,
LATENT OR OTHERWISE, GEOTECHNICAL AND SEISMIC, AFFECTING THE
PROPERTY, OR ANY PORTION THEREOF, INCLUDING, WITHOUT LIMITATION
THE ENVIRONMENTAL CONDITION OF THE PROPERTY OR ANY LAW
APPLICABLE THERETO
15. Brokers. Seller and Buyer each represents and warrants to the other that it has
not retained or dealt with any broker entitled to a commission or other fee in connection with the
transaction contemplated by this Agreement except for The Lowes Group ("Seller's Broker")
and Compass Commercial Real Estate Services ("Buyer's Broker"). If Closing occurs, Seller
will pay a commission to Seller's Broker in accordance with their separate agreement, and
Seller's Broker will be responsible for paying the commission due to Buyer's Broker (if any) in
accordance with their own separate agreement (if any). Except for the commission owed to
Seller's Broker, Buyer acknowledges and agrees that Seller has no liability or obligation to pay
any brokerage commission to any broker or agent representing or claiming to represent Buyer in
the transaction contemplated by this Agreement. . Except for the commission owed to Seller's
Broker, Seller acknowledges and agrees that Buyer has no liability or obligation to pay any
brokerage commission to any broker or agent representing or claiming to represent Seller in the
transaction contemplated by this Agreement. Seller and Buyer will indemnity, defend (with
counsel reasonably acceptable to the indemnified party) and hold the other party harmless
against an claims (and any related damages, awards, losses, costs and expenses, including legal
fees and litigation costs) made by any person other than Seller's Broker and Buyer's Broker
17
alleging to have represented or assisted the indemnifying party and to thereby be owed a
commission or fee in connection with the signing or consummation of this Agreement. The
indemnity obligations under this Section survive Closing, termination of this Agreement, and
signing and delivery ofthe Deed.
16. Seller's Reservation of Rights. Buyer acknowledges that
(a) It is a matter of public record that (a) Park National Bank ("PNB")
foreclosed on the Property prior to its failure on October 30, 2009 and (b) Seller
acquired the remaining assets of PNB from the FDIC after PNB's failure,
including the Property. Therefore, Seller's predecessor-in-interest, as lender,
acquired the Property from the prior owner through foreclosure as a result of the
prior owner's default under the terms and conditions set forth in one or more
agreements evidencing a loan made by Seller's predecessor-in-interest which was
secured in whole or in part by the Property ("Prior Loan"), and
(b) Seller may now, or may in the future, be engaged in litigation
against the prior owner and certain other related parties (collectively, the "Prior
Owner Parties") emanating from the Prior Owner Parties' obligations under the
terms ofthe Prior Loan and other related documents (the "Prior Loan Litigation").
In addition, Buyer acknowledges that Seller may have also obtained rights against
prior tenants, occupants, guarantors or other parties related to the Property ("Prior
Party Claims"). Nothing in this Agreement nor any of the documents to be
entered into by Seller and Buyer pursuant to this Agreement, including, without
limitation, the Deed, are intended to prevent, prohibit, or otherwise limit Seller's
right to pursue at Seller's sole cost and expense the Prior Loan Litigation, the
Prior Party Claims or to exercise any other legal remedies it may have against the
Prior Owner Parties or the prior tenants, occupants, guarantors or other parties,
and Seller will in all events retain all right, title, and interest in and to the Prior
Loan Litigation, the Prior Party Claims and any and all amounts which Seller may
recover in connection with the Prior Loan Litigation and/or the Prior Party
Claims, including, without limitation, any settlement amounts, judgments, awards,
cost reimbursements, or otherwise.
17. ADA Disclosure. Buyer acknowledges that the Property may be subject to the
federal Americans With Disability Act, including amendments thereto (herein called the
"ADA"). The ADA requires, among other matters, that tenants and/or owners of the "public
accommodations" remove barriers in order to make the Property accessible to disabled persons
and provide auxiliary aids and services for hearing, vision or speech impaired persons. Without
limiting the generality of any provision of this Agreement, Seller makes no warranty,
representation or guarantee of any type or kind with respect to the Property's compliance with
the ADA (or any similar state or local law), and Seller expressly disclaims any such
representation. Buyer agrees that, at all times from and after Closing, Buyer will and does
hereby indemnify and hold Seller harmless from and against an liabilities, damages, losses,
claims, causes of action, suits, demands, charges, complaints, costs and expenses (including I
attorney's fees and costs associated with defending any action in the manner of Seller's
,
i
18 J
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I
choosing), which Seller may suffer, incur or be obligated to perform as a result of any alleged or
actual noncompliance of the Property with the ADA (or any similar state or local law).
18. LIMITATION OF SELLER'S LIABILITY. ANY PARTY SEEKING TO
ENFORCE ANY DUTY, OBLIGATION, LIABILITY OR RESPONSIBILITY OF SELLER
ARISING UNDER THIS AGREEMENT WILL RELY ON AND LOOK SOLELY TO THE
PROPERTY AND THE PROCEEDS THEREOF. SELLER WILL HAVE NO LIABILITY FOR
THE PERFORMANCE OF ANY DUTIES OR OBLIGATIONS OF SELLER UNDER THIS
AGREEMENT BEYOND ITS INTEREST IN THE PROPERTY AND THE PROCEEDS
THEREOF. BUYER WILL NOT SEEK TO ENFORCE ANY JUDGMENT OBTAINED BY
BUYER AGAINST SELLER AGAINST ANY PROPERTY OF SELLER OTHER THAN ITS
INTEREST IN THE PROPERTY AND THE PROCEEDS THEREOF, AND BUYER WILL
LOOK SOLELY TO, AND RELY SOLELY ON, SELLER'S INTEREST IN THE PROPERTY
AND THE PROCEEDS THEREOF FOR ENFORCEMENT AND SATISFACTION THEREOF.
BUYER AGREES THAT THE DIRECTORS, OFFICERS, PARTNERS, MEMBERS, OWNERS
AND EMPLOYEES OF SELLER HAVE NO PERSONAL LIABILITY UNDER THIS
AGREEMENT, AND BUYER WAIVES ITS RIGHT TO SUE ANY OF THEM PERSONALLY
OR INDIVIDUALLY.
19. Default and Remedies.
19.1. Default By Seller. If Seller defaults under this Agreement, Buyer has no
right to seek damages from Seller for Buyer's loss of its bargain in failing to acquire the
Property, but Buyer may either
(a) terminate this Agreement and recover the Earnest Money under the
section captioned "Termination by Buyer", and recover as damages from Seller all
of Buyer's reasonable out of pocket costs and fees incurred by Buyer, in an
amount not exceeding US $10,000.00, in preparing and negotiating this
Agreement, preparing for the closing, obtaining financing commitments,
investigating the status, title and condition of the Property, and other similar and
reasonable costs and expenses, or
(b) if Buyer has deposited with the Title Company all funds required
by this Agreement in order for the Closing to occur, and Buyer is ready, able and
willing to close escrow in accordance with the terms and conditions of this
Agreement in all other respects, seek specific performance of this Agreement by
Seller.
The above alternative remedies are Buyer's sole and exclusive remedies, except
that Seller will remain liable for its obligations that expressly survive termination
under this Agreement. Any action for specific performance must be commenced
within 30 days after the date that Buyer obtains actual knowledge of Seller's
default. If Buyer terminates this Agreement pursuant to clause (a) of this section,
Buyer's right to seek Buyer's reasonable out of pocket costs and fees from Seller
survives the termination. If Buyer proceeds to Closing notwithstanding any
default by Seller, Buyer is deemed to have waived any outstanding Seller defaults
19
at Closing, except for any matters that expressly survive Closing under this
Agreement.
19.2. Default By Buyer. If Buyer defaults under this Agreement, Seller may
(a) terminate this Agreement by giving written notice to Buyer, and
retain the Earnest Money as liquidated damages, or
(b) seek specific performance ofthis Agreement by Buyer.
The above alternative remedies are Seller's sole and exclusive remedies, except
that Buyer will remain liable for its obligations that expressly survive termination
under this Agreement. Any action for specific performance must be commenced
within 30 days after the date that Seller obtains actual knowledge of Buyer's
default.
19.3. No Lis Pendens. Except in connection with a properly filed specific
performance action as set forth above, in no event will Buyer be entitled to record a lien
or lis pendens against any portion of the Property under any circumstances, and hereby
waives any such right as may be permitted at law or in equity. This Agreement is not and
will not be deemed or considered to conveyor be an interest in or lien against the
Property.
19.4. No Recording. In no event will this Agreement or any memorandum of
this Agreement be recorded by Buyer in any public records, and any such recordation or
attempted recordation will constitute a breach of this Agreement by Buyer
20. Notices. Except as otherwise provided in this Agreement, any notice required or
permitted to be given by this Agreement will be in writing and will be given by facsimile,
nationally recognized overnight courier, or by certified or registered mail, return receipt
requested, postage prepaid. Notices will be deemed received when actually received or when
delivery thereof is confirmed or refused. Any notice required to be given under this Agreement
will be sent to the addresses listed for such party in the Basic Provisions. Any party may, by
notice to the others, specifY a different address for notice purposes.
21. Termination by Buyer. Whenever Buyer has the option or right to terminate this
Agreement, Buyer may exercise that option or right only by providing all of the following (the
"Termination Documents") to Seller within the period stated for the right or option, time being
of the essence:
(a) notice of termination;
(b) duly executed and notarized original of a quitclaim deed in
substantially the form of attached Exhibit E with resp'ect to the Real Property in
recordable form containing no exceptions and a bill of sale to any Personal
Property, if any (provided that Buyer may reserve its rights under the section
captioned "Default by Seller"),
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(c) a true, correct, complete and legible copy of the Reports, if any, to
the extent not previously delivered to Seller; and
(d) all Records;
If Buyer has timely and properly delivered the Termination Documents to Seller, to the extent
permitted by Oregon law, unless Seller has timely and properly reversed Buyer's exercise of that
option or right under the section captioned "Seller's Right to Restore", Seller must promptly
authorize the Title Company to return the Eamest Money to Buyer, and neither Seller nor Buyer
will have any further obligation under this Agreement except for Buyer's obligations that
expressly survive termination under this Agreement. If Buyer has properly delivered the
Termination Documents to Seller, but not within the period stated for the right or option, unless
Seller has timely and properly reversed Buyer's exercise ofthat option or right under the section
captioned "Seller's Right to Restore", neither Seller nor Buyer will have any further obligation
under this Agreement except for Buyer's obligations that expressly survive termination under
this Agreement and Seller will retain the Earnest Money. If Buyer fails to timely and properly
deliver the Termination Documents to Seller, then Buyer's option or right to terminate
automatically expires and Buyer is deemed to have waived any applicable objections to title,
conditions precedent or other matters which gave rise to the option or right.
22. Attorney's Fees. Each of the parties will pay its own attorneys fees.
23. Waiver of Jury Trial. SELLER AND BUYER EACH IRREVOCABLY WAIVE
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
24. OREGON DISCLOSURES. 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
THAT, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR
SITING OF A RESIDENCE AND THAT LIMIT LAWSUITS AGAINST FARMING OR
FOREST PRACTICES, AS DEFINED IN ORS 30.930, IN ALL ZONES. BEFORE SIGNING
OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE
SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, IF ANY, UNDER ORS 195.300,
195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON
LAWS 2007, AND SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009.
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 THAT THE UNIT OF LAND BEING
TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED IN
ORS 92.010 OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL,
TO VERIFY THE EXISTENCE OF FIRE PROTECTION FOR STRUCTURES AND TO
INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, IUNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11,
CHAPTER 424, OREGON LAWS 2007, AND SECTIONS 2 TO 9 AND 17, CHAPTER 855,
OREGON LAWS 2009. ORS 93.040(2). I
I
21
25. Additional Provisions. Time is of the essence of this Agreement. This
Agreement will be governed by and construed under and in accordance with the laws of the state
in which the Property is located. This Agreement contains the entire agreement between the
parties hereto with respect to the sale of the Property, supersedes any prior oral negotiations or
agreements and, subject to the section captioned "Assignment", will be binding upon the parties
hereto and their respective legal representatives, successors and pennitted assigns. No
amendment, modification or waiver of the provisions of this Agreement will be effective unless
the same will be in writing and signed by the party against whom it is to be enforced, and then
such amendment, modification or waiver will be effective only in the specific instance and for
the specific purpose for which given. If any part of this Agreement is held to be illegal, invalid
or unenforceable, the remainder of this Agreement will continue in full force and effect,
notwithstanding such illegality, invalidity or unenforceability, and the judge or arbiter will
attempt to refonn the illegal, invalid or unenforceable provision to carry out the original intent of
this Agreement. The preparation of this Agreement by Seller and the submission of this
Agreement for the review or execution by any party is not an offer by Seller to sell the Property,
and this Agreement is not binding upon Seller until it has been signed by Seller and Buyer. The
section headings and other captions are for ease of reference only, and are not otherwise part of
this Agreement. Any reference to a section or article includes its subparts.
26. Back-Up Offers. Notwithstanding the mutual execution and delivery of this
Agreement by Seller and Buyer and Buyer's deposit of the Initial Deposit as required under this
Agreement, until such time as the Property is conveyed to Buyer, Seller will retain the right, in
its sole and subjective discretion, to seek and obtain back-up offers and agreements for the
purchase of the Property by parties other than Buyer
27. Weekends and Holidays. For the purposes of this Agreement, the term
"Business Day" refers to any day that is not a Saturday, Sunday or federal, state or legal holiday.
If any deadline or date for perfonnance under this Agreement falls on a Saturday, Sunday or any
federal holiday, then that deadline or date for perfonnance will be extended to the next
succeeding Business Day.
28. Counterparts; Facsimiles. This Agreement may be signed in counterparts and
evidenced by facsimile, PDF format or similarly-imaged pages.
29. Exhibits and Schedules. All Exhibits and Schedules referenced in this
Agreement are incorporated.
30. Escrow Provisions.
30.1. Return of Earnest Money. The Title Company will hold the Earnest
Money until the earlier of
(a) the date of Closing;
(b) the tennination of this Agreement as evidenced by notice to the
Title Company signed by both parties or their attorneys (the "Tennination
Agreement"); provided, however, if
22
(i) for any reason the closing does not occur,
(ii) no Termination Agreement is received by the Title
Company and
(iii) either party makes a written demand upon the Title
Company for payment of all or any portion of the Earnest
Money, the Title Company will give written notice to the
other party of such demand. If the Title Company does not
receive a written objection from the other party to the
proposed payment within 10 Business Days after the giving
of such notice, the Title Company is hereby authorized to
make such payment. If the Title Company does receive
such written objection within such 10 Business Day period
or if for any other reason the Title Company in good faith
will elect not to make such payment, the Title Company
will continue to hold such amount until otherwise directed
by written instructions from the parties hereto or a final
judgment of a court or the Title Company can remit the
Earnest Money as otherwise provided in this Agreement; or
(c) the termination of the Purchase Agreement following a default by
Buyer, carried out in accordance with the requirements of applicable law.
30.2. Duties of the Title Company. The sole duties of the Title Company will
be those described herein, and the Title Company will be under no obligation to
determine whether the other parties hereto are complying with any requirements of law or
the terms and conditions of any other agreements among said parties. The Title Company
may conclusively rely upon and will be protected in acting upon any notice, consent,
order or other document believed by it to be genuine and to have been signed or
presented by the proper party or parties, consistent with reasonable due diligence on the
Title Company's part. The Title Company may consult the advice of counsel with respect
to any issue concerning the interpretation of its duties hereunder. Buyer and Seller
hereby acknowledge such fact and indemnify and hold harmless the Title Company from
any action taken by it in good faith in reliance thereon. The Title Company will have no
duty or liability to verify any such notice, consent, order or other document, and its sole
responsibility will be to act as expressly set forth in this Agreement. The Title Company
will be under no obligation to institute or defend any action, suit or proceeding in I
connection with this Agreement. If any dispute arises with respect to the disbursement of
any monies, the Title Company may continue to hold the same or commence any action
I
t
in interpleader and in connection therewith remit the same to a court of competent
jurisdiction pending resolution of such dispute, and the parties hereto hereby indemnify
and hold harmless the Title Company for any action taken by it in good faith in the
execution of its duties hereunder.
t
[Signature page follows.)
f
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------------------------------
----------------------------
-------------------------------
SIGNATURE PAGE
TO
PURCHASE AGREEMENT
Seller and Buyer have signed and delivered this Agreement as ofthe date listed below
their respective signature below, to be effective as ofthe Effective Date.
"Buyer": "Seller"
DESCHUTES COUNTY, OREGON SA CHALLENGER, INC.,
a __________________________ a Minnesota corporation
By: ___________________________ By: ____________________________
Edward Vassallo, its Vice President
Its:
Date: ___________, 2012 (the "Effective
Date: ________--', 20_ Date")
JOINDER BY THE TITLE COMPANY AS ESCROW AGENT
First American Title Insurance Company agrees to act as escrow agent strictly in
accordance with the terms ofthis Agreement, and to comply with the terms and provisions of
this Agreement. The Title Company also agrees to comply with all reporting requirements of I
Section 6045 ofthe United States Internal Revenue Code and any related regulations. I
"Title Company":
FIRST AMERICAN TITLE INSURANCE
COMPANY
By: _____________________________
Name:
Its:
Date: _______________, 2012
S-1
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
TRACT NINE OF PLANERVILLE, DESCHUTES COUNTY, OREGON
[END]
A-I
EXHIBITB
FORM OF GRANT DEED
RECORD AND RETURN TO:
First American Title Insurance Company
1900 McGladrey Plaza, 80 I Nicollet Mall
Minneapolis, MN 55402
Attn: Zachary Crosby
MAIL TAX STATEMENTS TO:
Deschutes County ITax I.D. No(s) _____ !
QUIT CLAIM DEED i
SA CHALLENGER, INC., a Minnesota corporation, Grantor, having an address of 9467 IMilliken Ave, Rancho Cucamonga, CA 91730, Attn: Edward Vassallo, releases and quitclaims to u
___________" a , Grantee, having an I,J.
address of , all right, title and interest in and to the following
described real property situated in Deschutes County, Oregon, described as follows: See i
Exhibit A attached hereto and made a part hereof. t
The true and actual consideration for this conveyance is ~$__________ I
BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON
TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, I IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO
11, CHAPTER 424, OREGON LAWS 2007, AND SECTION 2 TO 9 AND 17, CHAPTER
855, OREGON LAWS 2009. TmS INSTRUMENT DOES NOT ALLOW USE OF THE t r
PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE f
LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS f
INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY
SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING IDEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS t
A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010 OR t
215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO ~
DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST
PRACTICES, AS DEFINED IN ORS 30.930, AND TO INQUIRE ABOUT THE RIGHTS
OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300, 195.301 I
AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS
2009. I
!
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!
B-1
SIGNATURE PAGE
TO
QUIT CLAIM DEED
Dated this ____day of ____, 2012.
SA CHALLENGER, INC.,
a Minnesota corporation
By: ______________________
Edward Vassallo, its Vice President
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On 2012, before me ~~--------~~~~~--' (Here insert name and title of the officer)
Notary Public, personally appeared Edward Vassallo, a Vice President of SA Challenger, Inc.,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in hislher/their authorized capacity(ies), and that by hislher/their signature(s) on the instrument
the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument.
I certifY under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct
Witness my hand and official seal.
(Notary Seal)
SIGNATURE OF NOTARY PUBLIC
B-2
EXHIBITC
FORM OF SELLER'S AFFIDAVIT
AFFIDAVIT
Edward Vassallo, being first duly sworn on oath says: That he is a Vice President of SA
Challenger, Inc. (the "Owner"), which owns the land located in Deschutes County, Oregon,
legally described in First American Title Insurance Company (the "Title Company")
Commitment # NCS-530000-28-MPLS (the "Property");
That there has been no bankruptcy against Owner, and that there are no unsatisfied
judgments against Owner, or any pending actions against Owner in any courts, state or federal,
that affect the Property, nor any tax liens filed against the Owner that affect the Property;
That any judgments, bankruptcies, probate proceedings, or state or federal tax liens of
record against parties with the same or similar names to the Owner that affect the Property, if
any, are not against the Owner;
That there have been no labor or materials contracted for or furnished to the Property at
the Owner's request during the last 120 days for which payment has not been made; and
That there are no unrecorded leases, easements, or other agreements or interests
constituting a lien or charge on the Property, of which affiant has knowledge except for: that
Commercial Lease dated May 31, 2011 by and between Owner and Airframes, Inc.
The foregoing is given to and solely for the benefit of the Title Company in issuing title
insurance in connection with the sale by Owner of the Property and may not be relied upon by
any other party or for any other purpose.
I
Edward Vassallo, in his capacity as
Vice President of Owner, and not in a Ipersonal capacity I
f.
I
IC-l l
I
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
COUNTY OF
) ss.
)
On 2012, before me
(Here insert name and title of the officer)
Notary Public, personally appeared Edward Vassallo, a Vice President of SA Challenger, Inc.,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same
in hislher/their authorized capacity{ies), and that by hislher/their signature(s) on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
Witness my hand and official seal.
(Notary Seal)
SIGNATURE OF NOTARY PUBLIC
C-2
EXHIBITD
FORM OF BILL OF SALE
SA Challenger, Inc., a Minnesota corporation ("Seller"), in consideration of the sum of
One Dollar and other good and valuable consideration to it in hand paid by NAME OF BUYER,
a type of entity ("Buyer"), the receipt and sufficiency of which is hereby acknowledged, does
hereby convey and quit claim unto Buyer any interest Seller may have in any personal property
located on the real property legally described on the attached Exhibit A. Said conveyance and
quit claim hereunder is "AS~IS, WHERE IS, AND WITH ALL F AUL TS," WITHOUT ANY
REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY AS
TO PHYSICAL CONDITION, INCLUDING ANY LATENT OR PATENT DEFECTS,
QUALITY OF CONSTRUCTION, WORKMANSHIP, MERCHANTABILITY, FITNESS FOR
ANY PARTICULAR PURPOSE OR ANY OTHER MATTER CONCERNING SAID
PERSONAL PROPERTY.
TO HAVE AND TO HOLD THE SAME unto the Buyer, its successors and assigns
forever.
IN WITNESS WHEREOF, the Seller has caused this Bill of Sale to be executed and
delivered on and as 2012.
SA CHALLENGER, INC,
a Minnesota corporation
Edward Vassallo, its Vice President I
[END] 1
f
D-l
,
EXHmITE
FORM OF QUIT CLAIM DEED (Terminating Agreement)
RECORD AND RETURN TO:
First American Title Insurance Company
1900 McGladrey Plaza, 801 Nicollet Mall
Minneapolis, MJ\f 55402
Attn: Zachary Crosby I
MAIL TAX STATEMENTS TO: I
Deschutes County I
Tax LD. No(s) _____ I
QUIT CLAIM DEED
DESCHUTES COUNTY., a , Grantor, having an address of ______
_____, releases and quitclaims to SA CHALLENGER, INC., a Minnesota corporation,
Grantee, having an address of 9467 Milliken Ave, Rancho Cucamonga, CA 91730, Attn: Edward
Vassallo, all right, title and interest in and to the following described real property situated in
Deschutes County, Oregon, described as follows: See Exhibit A attached hereto and made a
part hereof.
The true and actual consideration for this conveyance is =$__________
BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON
TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS,
IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO
11, CHAPTER 424, OREGON LAWS 2007, AND SECTION 2 TO 9 AND 17, CHAPTER
855, OREGON LAWS 2009. THIS INSTRUMENT DOES 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 THAT THE UNIT OF LAND BEING TRANSFERRED IS
A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010 OR
215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO
DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST
PRACTICES, AS DEFINED IN ORS 30.930, AND TO INQUIRE ABOUT THE RIGHTS
OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300, 195.301
AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS
2009.
E-l I
i
I
SIGNATURE PAGE
TO
QUIT CLAIM DEED
Dated this ____day ____,2012.
DESCHUTES COUNTY.,
a ______
By: __________________________
______, its ____
ACKNOWLEDGMENT
STATE OF OREGON )
) ss.
COUNTY OF _____1
This instrument was acknowledged before me on , 20__, by
_________, as of Deschutes County.
(Seal, if any) (Signature ofnotarial officer)
(Title (and Rank))
My commission expires: ________, 20_
E-2
I
SCHEDULE 2.1
Wire Transfer Instructions
Wire To: First American Trust, FSB
5 First American Way
Santa Ana, California
ABA Nnmber: 122241255
For Credit To: First American Title Insurance Company
Minneapolis Escrow
Account Number: 3017240000
Reference: Kristi BrodericklU.S. Bank
Customer Name: Deschutes County, File No. NCS-530000-28-MPLS
Should you have any questions or comments please do not hesitate to contact your Escrow Officer.
Failure to reference all of the above information may result in a delay of funds being applied to
your file.
2.1-1