|
JAN.~E.199~ E-45AM
<br /> .s~e
<br />D°a ~
<br />P.2
<br />~ AGREEMENT OF PURCHAS~ AND SAY,E AND
<br />JOINT ESCROW INSTRUCTIONS
<br />THIS AGREEMENT OF PURCHASE AND SALE AND JOINT'j ESCROW
<br />INSTRUCTIONS (the "Agreement") is made and entered into as of !, 1997, by
<br />and between Marion County, a body politic and municipal corporation within the Sta e of Oregon
<br />{the "5eller"), and Salem Area Mass Transit District, a body politic and municipal, corporation
<br />within the State of Oregon (the "Buyer"), '
<br />Recitals '
<br />A. The Seller is the awner, or will hereafter acquire ownership, of all of the neal roperty and
<br />improvements thereon, commonly known as the Senator Block and hereinafcer refe ed to as the
<br />"Real Property," located at the intersections of High St, Court St, Chemeketa St, and hurch St in
<br />the City of Salem, County of Marion, state of Oregon, aad more particularly des ibed in the
<br />preliminary tide report to be provided to the Buyer by the Seller. ~
<br />$. The Buyer and the Seller wish to develop the Real Property and locate a mi~ use facility
<br />on the Real Properiy providing for a bus passenger transfer mall, bus passenger waiti g atea, bus
<br />ticket office, of~ce space for the Buyer, office space for the Seller, and private reta 1 and office
<br />space. It is anticipated that the parties, together with a private developer, will e~iter into an
<br />agreem,ent for the development ("Development Agreement"), that the development will be based on
<br />a leasehold condominium building to be built on the Senator Block pursuant to a ease by the
<br />parties as lessors ("Cnound Lease") which will be assumed by the condominium unit wners, and
<br />~ that the improvements will be subject to the condominium laws of Oregon p rsuant to a
<br />condorninium declaration and bylaws ("Deelaratian and Bylaws"), all as may be more particularly
<br />described in the Development Agreement. The entire development will be fin ced by a
<br />combination of local government financing, federat grant funds and private financing. ';
<br />C. In connection with and in furtherance of the overall development of the Pr ' ject, Buyer
<br />desires to purchase from the Seller, and the Seller desires to sell to the Buy~r an undiv ded interest
<br />in the Real Property, as tenant in common with the Seller. The exact perceatage to be cquired by
<br />Buyer shaU be determined as described more particularly herein. As used in this Ag ement, the
<br />term "Property" shall mean the interest in the Real Property sold by Seller to Buye under tlus
<br />Agreement. '
<br />Agreements ',
<br />The parties make the following agreements, which incorporate the above recitals:
<br />1. Purchase and Sale. The Seller agrees w sell to the Buyer, and the B~uyer agrees
<br />to purchase from the Seller, the Property upon the terms and conditions set f~rth in this
<br />Agreement, ,
<br />~
<br />Z. Purchase Price. The purchase price for the Property shall b equal to
<br />$5,314,000.4Q times the Applicable Percentage. The Applicable Percentage shall be d terauned in
<br />accordance with the Land Acquisition Model submitted to, and subject to the approval of, the U,S,
<br />Department of Transportadon, Federal Transit Agency ("FTA"} in connection with FTA Crrant
<br />Purchase and Sale Agreement I,
<br />~ Salem Area Mass T~ansit Disuict/Marion Counry ~
<br />Page - 1 '
<br />0128970748 I
<br />D°a
<br />NO
<br />
|