Special Project Oversight Committee (SPOC) Report #1

Home Browse Search

AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS THIS AGREEVIENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (the "Agreement") is made and entered into as of , 1997, by and between Marion Counry, a body politic and municipal corporation within the State of Oregon (the "Seller"), and Salem Area Mass Transit District, a body politic and municipal corporation within the State of Ore~on (the "Buyer"). Recitals A. The Seller is the owner, or will hereafter acquire ownership, of all of the real property and improvements thereon, commonly known as the Senator Block and hereinafter referred to as the "Real Property," located at the intersections of High St, Court St, Chemeketa St, and Church St in the City of Salem, County of Marion, state of Oregon, and more particularly described in the preliminary title report to be provided to the Buyer by the Seller. B. The Buyer and the Seller wish to develop the Real Property and locate a mixed use facility on the Real Property providing for a bus passenger transfer mall, bus passenger waiting area, bus ticket office, office space for the Buyer, office space for the Seller, and private retail and office space. It is anticipated that the parties, together with a private developer, will enter into an agreement for the development ("Development Agreement"), that the development will be based on a leasehold condominium building to be built on the Senator Block pursuant to a lease by the parties as lessors ("Ground Lease") which will be assumed by the condominium unit owners, and that the improvements will be subject to the condominium laws of Oregon pursuant to a condominium declaration and bylaws ("Declaration and Bylaws"), all as may be more particularly described in the Development Agreement. The entire development will be financed by a combination of local government financing, federal grant funds and private financing. C. In connection with and in furtherance of the overall development of the Project, Buyer desires to purchase from the Seller, and the Seller desires to sell to the Buyer an undivided interest in the Real Properry, as tenant in common with the Seller. The exact percentage to be acquired by Buyer shall be determined as described more particularly herein. As used in this Agreement, the term "Property" shall mean the interest in the Real Property sold by Seller to Buyer under this Agreement. Agreements The parties make the following agreements, which incorporate the above recitals: 1. Purchase and Sale. The Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, the Property upon the terms and conditions set forth in this Agreement. 2. Purchase Price. The purchase price for the Property shall be equal to $5,314,000.00 times the Applicable Percentage. The Applicable Percentage shall be determmed in accordance with the Land Acquisition Model submitted to, and subject to the approval of, the U.S. Department of Transportation, Federal Transit Agency ("FTA") in connection with FTA Grant Purchase and Sale Agreement Salem Area Mass Transit DistricdMarion County ~ Page - 1 0128970748