Property Purchase and Removal Agreement
This Agreement is entered into by and between Oregon State University (“University”), the City of
Albany ( “City”), and XXX (“Purchaser”).
WHEREAS, the City has contracted with University to sell its 2000 Palm Harbor manufactured home
(“Building”), located on City’s property at 2229 Willamette Ave NE, Albany Oregon (“Premises”); and
WHEREAS, Purchaser desires to purchase the Building and agrees to be fully-responsible for all work,
costs and fees associated with the removal of the Building (“Project”).
NOW THEREFORE, in consideration of the terms and conditions listed in this Agreement and for other
good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties
agree as follows:
1. Property Transfer.
1.1. The City hereby grants, bargains, sells, transfers, and delivers to the Purchaser all of the City’s
right, title, and interest in and to the Building.
1.2. The City represents and warrants to the Purchaser that the City is the sole owner of the
Building, that the City has good title to the Building, and that the Building is free and clear of
all liens, security interests, options, and encumbrances.
1.3. Upon final signature, of this Agreement the City shall no longer have any interest in the
Building.
2. WARRANTY DISCLAIMER.
2.1. THE CITY MAKES NO WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE
CONDITION OF THE BUILDING, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
TO ANY WARRANTY OF MERCHANTABILITY OR OF ANY FITNESS FOR A PARTICULAR
PURPOSE. THE PURCHASER ACCEPTS THE BUILDING AS IS, WHERE IS, IN ITS
PRESENT CONDITION, INCLUDING ALL DEFECTS AND WITH ALL FAULTS.
2.2. In no event will the City or the University be liable for any direct, indirect, special, punitive, or
consequential damages resulting from the Purchaser’s purchase, use, or removal of the
Building.
2.3. The Purchaser acknowledges that any information provided by the City as to the condition of
the Building is for informational purposes only and is not to be deemed a comprehensive
report of the condition of the Building or the Premises.
3. Payment. As consideration for purchase of the Building, the Purchaser shall pay to the University
$______upon the signing of this Agreement.
4. Building Removal and Clean Up.
4.1. Building Removal. Purchaser is solely responsible, at Purchaser’s own expense, for removing
the Building from its current location on the Premises. Purchaser shall complete the removal
within 45 days of the signing of this Agreement (“Removal Date”).
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4.2. Clean Up. Purchaser is solely responsible, at Purchaser’s own expense, for the complete cleanup of the Premises by the Removal Date. Clean up shall include, but is not limited to: disposal
of all man-made materials, including but not limited to all foreign materials, debris, concrete
slab, foundation (including all blocking and perimeter concrete masonry units (CMU), skirting,
and loose foundation pieces) steps, carport awnings, and decking; and removal from the
Premises of all natural materials excavated in association with this Project. Once the structure
is removed, all disturbed areas shall be stabilized with 2 inches of 1” to 0” crushed aggregate or
reseeded with grass/mulch.
5. Liquidated Damages. If the Building is not removed from the Premises and the Premises cleanedup by the Removal Date, Purchaser shall pay to City daily liquidated damages of $100/day, up to a
maximum of 60 days, for a maximum of $6,000 in liquidated damages, each day the Building has
not been removed and the Premises cleaned up. If the Building is not completely removed and the
Premises cleaned up by the time for which liquidated damages are payable, City may terminate this
Agreement and the City may resell the Building and the Purchaser shall be liable to the other
parties to this Agreement for any costs incurred by that party as a result of the Purchaser's default,
together with any liquidated damages assessed.
6. Site Use License.
6.1. License. City shall permit Purchaser, its agents, assigns, and licensees use of the Premises for
the sole purpose of removing the Building. Purchaser is entitled to use and occupy the
Premises on the following dates and at times:
Dates:
within the 45 days after signing this Agreement
Times:
8am-5pm
The above times include the hours necessary for the purpose of installing equipment, preparing
the Premises and equipment for use, the Building removal, and packing and removal of
equipment.
6.2. Care of Premises. Purchaser shall not cause or allow the Premises or any City property to be
injured or defaced in any manner. If the Premises or any City property is damaged by the act,
default, or negligence of Purchaser or its agents, employees, or any other person admitted to
the Premises by Purchaser, Purchaser shall pay to the City, upon demand, such a sum as shall
be necessary to restore the Premises or City property to its original condition. In the event that
Purchaser fails to vacate the Premises of any property of any kind, City is authorized to remove
said property from the Premises, at the expense of Purchaser; and the City, its officers, agents,
and employees, shall not be liable for any damage or loss to said property which may be
sustained due to its vacation from the Premises.
6.3. Right of Entry. In allowing Purchaser’s use of the Premises, the City does not relinquish the
rights to control the management of the Premises or to enforce all the necessary and proper
rules for the management and operation of the Premises; and the City, its officers, agents,
employees, and licensees may enter the Premises at any time and on any occasion.
6.4. Ejection. Purchaser assumes full responsibility for the acts and conduct of all of its agents,
employees, or any other person admitted to the Premises by Purchaser. The City may eject any
objectionable person or persons from the Premises, and upon the exercise of this authority,
Purchaser waives any and all claims for damages against the City, its officers, agents, and
employees for any such ejection.
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6.5. Equipment Storage. Purchaser may store only materials or equipment on the Premises as
approved in writing by City.
6.6. Nuisance Remediation. Purchaser shall use means necessary to prevent dust or other debris
from becoming a nuisance to public or adjacent occupants.
6.7. Purchaser shall not burn materials on the Premises.
7. General Removal Requirements and Method of Work
7.1. Pre-work inspection
7.1.1. Purchaser must examine the Premises prior to commencing work and verify, in writing
with Rob Goings (“City’s Liaison”) all structures and appurtenances to be removed, as
well as any facilities to be preserved.
7.1.2. After examining the Premises, Purchaser shall contact the City’s Liaison to coordinate a
pre-work conference between the City and the Purchaser prior to commencement of any
work at the Premises. Ongoing work status conferences will be scheduled as deemed
necessary by the City.
7.1.3. Purchaser will prepare work plan that includes: (i) a brief narrative of the proposed
schedule of Project, (ii) parking spots requested for Building removal and clean-up, (iii)
specific requested space on the Premises to store equipment or materials for Building
removal and clean-up, and (iv) designation of location of safety fencing to be erected
around the Building. Purchaser shall submit the work plan to the City for review and
acceptance at least 5 days prior to commencing work at the Premises.
7.1.4. Purchaser shall notify the City at least 2 working days prior to commencing work at the
Premises.
7.1.5. Purchaser shall cooperate in scheduling work to minimize disruption to public or
neighbors.
7.2. Permits
7.2.1. Purchaser shall procure all necessary permits and any applicable land use approval, pay
for same and shall obtain all official licenses for the work, temporary enclosure, opening of
streets, relocation and/or interruption of utility services, etc.
7.2.2. Purchaser is responsible for all violation of the law for any cause in connection with the
Project or caused by the obstruction of streets, sidewalks, etc. and shall give all
prerequisite notices to public authorities.
7.2.3. Purchaser must comply with liability requirements outlined in the City of Albany Permit
Application Procedures.
7.3. Utilities
7.3.1. Purchaser shall locate all existing active utility services potentially affected by the Project
and request and coordinate locations with local utility services.
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7.3.2. Purchaser shall arrange for removal and termination of all utilities (including gas, water,
sewer, power, telephone and cable TV) to property line, meter box or point of connection
to general utility system, unless already accomplished by the City.
7.3.3. Purchaser shall protect, as directed by City, any utilities designated to remain and shall be
fully-responsible for any such damages.
7.3.4. Temporary electrical and water service shall be the Purchaser’s responsibility. Purchaser
shall provide all required equipment for temporary services and shall pay all fees and
charges associated therewith.
7.4. Safety
7.4.1. Purchaser shall comply with all pertinent codes and regulations as well as all requirements
of insurance carriers providing coverage for the Project.
7.4.2. Purchaser shall provide a 6-foot-high chain link fence around the Building as indicated on
the perimeter of the Premises to secure the construction site and shall also provide
appropriate erosion control measures per City code prior to commencement of Project.
7.4.3. Purchaser shall provide other barriers, fences, guardrails, chutes and shoring as required
by applicable codes and regulations to protect workers and the public and to protect
facilities and natural materials designated to remain.
7.4.4. Any requirements of State of Oregon Structural Specialty Code and Fire and Life Safety
Regulations that are more restrictive than those herein, govern.
7.5. Testing
7.5.1. The City reserves the right to perform any testing as may be required to determine Project
compliance with appropriate codes. Costs for such testing will be the City’s responsibility
unless testing indicates noncompliance.
7.5.2. Costs for testing indicating noncompliance shall be responsibility of the Purchaser.
7.5.3. Purchaser shall immediately correct non-complying work and City may repeat testing
until work is in compliance.
7.5.4. Purchaser shall cooperate in every respect with entities conducting testing.
7.6. Salvage/Debris
7.6.1. All salvage, including but not limited to, all appliances, furniture, electrical panels, wall
heaters, shall become the Purchaser’s property and responsibility for disposal.
8. General provisions.
8.1. Termination. This Agreement may be terminated immediately by mutual consent of all
parties. This Agreement may be terminated for default by either party upon 10 days written
notice.
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8.2. Indemnity. Purchaser shall be responsible for all damage to property, injury to persons, and
loss, expense, inconvenience, and delay which may be caused by, or result from, any willful or
negligent act or omission of Purchaser, its subcontractors, officers, agents, or employees under
this Agreement. Purchaser shall save, indemnify, and hold harmless the City and the
University and its, officers, directors, agents, board members, and employees from all claims,
suits, and actions resulting from or arising out of the willful or negligent acts or omissions of
Purchaser or its subcontractors, officers, agents, or employees acting under this Agreement.
8.3. Insurance. Purchaser shall secure at its own expense and keep in effect during the term of this
Agreement, general liability insurance, including contractual liability and products and
completed operations, with minimum limits of $1,000,000 per occurrence. A certificate of
insurance or a copy of the insurance policy shall be provided to University at least 14 working
days prior to use. This insurance policy is to be issued by an insurance company authorized to
do business in the State of Oregon.
8.4. Notices. All notices between the parties must be given in writing via a reputable overnight
courier service (e.g. FedEx, UPS) to the addresses listed below:
For University:
Surplus Property
Oregon State University
644 SW 13th Street
Corvallis, OR 97333
with copy to:
Contract Services
Oregon State University
644 SW 13th Street
Corvallis, OR 97333
For City:
City of Albany
Attn: Jeff Babbitt
333 Broadalbin St SW
Albany, OR 97321
For Purchaser: XXX
8.5. Relationship. The parties intend that their relationship at all times and for all purposes under
this Agreement be independent. Neither party is to be considered an agent or employee of the
other party for any purpose.
8.6. No Third Party Beneficiaries. The Purchaser, the University, and the City are the only parties
to this Permit and are the only parties entitled to enforce its terms. Nothing in this Permit
gives, is intended to give, or shall be construed to give or provide any benefit or right, whether
directly, indirectly or otherwise, to third persons unless such third persons are individually
identified by name in, and expressly described as intended beneficiaries of the terms of this
Permit.
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8.7. Governing Law. This Agreement shall be governed and construed in accordance with the laws
of the State of Oregon. Any suit for enforcement shall be filed in the Circuit Court for Benton
County, Oregon.
8.8. Tax Compliance. Pursuant to ORS 305.385(6), the person signing on behalf of Purchaser
certifies under penalty of perjury that Purchaser, to the best of the person’s knowledge, is not
in violation of any tax laws described in 305.380(4).
8.9. Force Majeure. Neither party shall be held responsible for delay or default caused by fire, riot,
acts of God, terrorist acts, or other acts of political sabotage, or war where such cause was
beyond the reasonable control of University or Purchaser, respectively.
8.10. Modifications. No waiver, consent, modification or change of terms of this Agreement shall
bind either party unless in writing and signed by all parties.
8.11. Merger. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
PARTIES. IT IS THE COMPLETE AND EXCLUSIVE EXPRESSION OF THE PARTIES’
AGREEMENT ON THE MATTERS CONTAINED IN THIS AGREEMENT. THERE ARE NO
UNDERSTANDINGS, AGREEMENTS OR REPRESENTATIONS, ORAL OR WRITTEN, NOT
SPECIFIED HEREIN REGARDING THIS AGREEMENT.
The parties to this Agreement, by the signatures below of their authorized representatives,
acknowledge having read and understood the Agreement and agree to be bound by its terms and
conditions.
by University:
by Purchaser:
Debra DeLay
Date
Materials Management Manager
Name:
Title:
Date
Jennifer Doreen
Date
Contract Officer, Contract Services
Name:
Title:
Date
By City:
Stewart Taylor
Finance Director
Date
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