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ATTACHMENT A <br /> <br /> Summary of Terms <br /> <br /> Sale of Sears Building Property to Oregon Research Institute <br /> <br />Property: Approximately .886 acres of land, which generally includes the Sears building footprint and <br />the 1/8-block surface parking lot at the northwest corner of l0th Avenue and Olive Street (tax lots 6600 <br />and 5300). <br /> <br />Purchase Price: $400,000 cash, balance due at closing. <br /> <br />Deposit: $40,000 earnest money in the form of a promissory note, converted to cash following the <br />Feasibility Period. Earnest Money will be credited to the Purchase Price. <br /> <br />Feasibility Period: Upon execution of the Purchase and Sale Agreement, Buyer will have a 60-day <br />Feasibility Period in which to review Property Information provided by the Seller, and conduct on site <br />testing to determine the condition of the property. <br /> <br />Building Demolition: Prior to Closing, but only upon removal of all of Buyer's contingencies to <br />Closing, Seller shall be responsible for the demolition and removal of the former Sears building <br />structure, including basement removal. Seller shall not be responsible for backfilling the basement area. <br />Seller must receive Buyer' s written approval before commencing demolition; such approval shall not be <br />unreasonably withheld. In the event that the building is demolished and Buyer does not purchase the <br />site, or move forward with the development proposal within the timeline provided herein, Seller shall be <br />entitled to reimbursement from Buyer of Seller's demolition expenses not to exceed an amount to be <br />defined in the Purchase and Sale agreement based on an updated demolition estimate, plus damages to <br />be defined in the Purchase and Sale agreement. <br /> <br />Parking: The City of Eugene will provide a bulk-purchase monthly parking permit cost reduction in the <br />amount of twenty-percent for advanced volume permit sales, subject to availability but in any event for <br />no less than 200 spaces within the parking system. An additional ten-percent cost reduction is available <br />if ORI maintains an employee alternative transportation mode program. <br /> <br />Environmental Condition: During the Feasibility Period, Purchaser will be able to perform additional <br />environmental investigation to satisfy itself of the environmental condition of the property, results of <br />which shall be provided to the Seller for review. Based on the information provided in the <br />environmental assessment, Buyer may either move forward with the purchase of the site or rescind the <br />offer to purchase the site. Buyer would also have the option to negotiate with the City regarding a <br />remedy for specific site clean-up costs if contamination is identified. In the event that Buyer does not <br />move forward with the purchase of the property based on specific contamination identified in the <br />environmental assessment, Seller shall pay one-half of Buyer's environmental assessment costs, or <br />$17,500, whichever is less. In the event that Buyer does move forward with the purchase of the site, <br /> <br /> L:\CMO\2004 Council Agendas\M040623\S040623B.doc <br /> <br /> <br />