EXHIBIT 10.24.1
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (the "Agreement") is entered into as of
December 13, 1996, by and between Lithia Real Estate, Inc., an Oregon
corporation ("Buyer"), and Lithia Properties, L.L.C. ("Seller").
In consideration of the mutual promises set forth herein, Buyer hereby
agrees to purchase from Seller, and Seller hereby agrees to sell to Buyer, that
certain real properties located in Medford, Oregon, together with all structures
and improvements located thereon (collectively, the "Property"), more
particularly described in EXHIBIT A attached hereto and incorporated herein by
reference, on the following terms and conditions:
1. PURCHASE PRICE; PAYMENT
1.1 PURCHASE PRICE. The purchase price for the Property shall be an
amount equal to the cost to the Seller of acquiring, holding and improving the
Property, including, without limitation, the purchase price and closing costs of
acquisition, property taxes and other assessments, if any, paid from the date of
such acquisition to the Closing Date, all interest and fees paid in connection
with indebtedness incurred to purchase or improve the Property, interest on
equity investment in the Property at the rate per annum applicable to the
indebtedness, if any, incurred to acquire the Property and secured thereby, and
such expenses incurred in any environmental audits and architectural review,
planning or design, and all costs incurred and actually paid for construction
and other improvements on the Property as of the Closing Date, such amount to be
determined on a preliminary basis on or before the Closing Date, with final
determination, after such adjustments as may be necessary to account for
undetermined pro rations of taxes or other assessments and amounts payable under
contracts being performed as of the Closing Date, to be made within 30 days
after the Closing Date.
1.2 PAYMENT.
1.2.1 ASSUMPTION OF EXISTING DEBT. Buyer shall assume the amounts
outstanding on the indebtedness described in EXHIBIT B hereto, which
indebtedness Buyer shall assume as of the Closing Date.
1.2.2 CASH PAYMENT. The remainder of the Purchase Price shall be
paid in cash at Closing.
2. CLOSING.
2.1 CLOSING DATE. This transaction shall close on or before January 2,
1997 (the "Closing Date"), or at such other time as the parties hereto may
agree. Closing shall take place at Seller's office at ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇. No third party escrow will be established.
2.2 DELIVERY OF DOCUMENTS AT CLOSING. At Closing, Seller shall deliver to
Buyer the following documents:
2.2.1 DEED. A warranty deed, duly executed and acknowledged in
recordable form by Seller, conveying fee title to the Property to Buyer subject
only to such encumbrances as may have been disclosed in writing to Buyer, and
other matters that may be approved in writing by Buyer.
2.2.2 NON-FOREIGN CERTIFICATION. The Seller represents and
warrants that it is not a "foreign person" as defined in IRC Section 1445. The
Seller will, upon request of Buyer, give an affidavit to the Buyer to this
effect in the form required by the Internal Revenue Code and related
regulations.
2.2.3 PROOF OF AUTHORITY. Such proof of Seller's authority and
authorization to enter into this Agreement and consummate the transaction
contemplated by it, and such proof of the power and authority of the persons
executing and/or delivering any instrument, documents, or certificates on behalf
of Seller to act for and bind Seller, as may be reasonably required by Buyer.
2.3 CONTRACTUAL RIGHTS AND OBLIGATIONS. On or prior to Closing, Seller
shall assign all of Seller's rights under the contracts set forth in EXHIBIT C
hereto. Seller shall delegate, and Buyer shall assume all of Seller's
obligations under such contracts, which obligations have not been performed or
waived by the other party or parties thereto as of the Closing Date.
3. CONDITIONS OF CLOSING. Buyer's obligations under this Agreement are
conditioned upon satisfaction of the following conditions:
3.1 COMPLETION PUBLIC OFFERING. Buyer shall have completed the public
offering of its securities as contemplated by the registration statement on Form
S-1 as filed with the Securities and Exchange Commission on October 15, 1996.
3.2 DELIVERY OF CLOSING DOCUMENTS. Seller shall have delivered to Buyer
the documents set forth in Section 2.2.
3.3 SELLER'S REPRESENTATIONS AND WARRANTIES. All of Seller's
representations and warranties made herein are true and accurate as of the
Closing Date as if such representations and warranties had been made on and as
of the Closing Date.
3.4 ASSIGNMENT OF CONTRACTS. Seller shall have assigned to Buyer all of
Seller's rights, and Buyer shall have assumed all obligations of Seller, under
all contracts relating to the Property, including without limitation, contracts
for construction of improvements on the Property.
3.5 WAIVER OF CONDITIONS. The conditions set forth in this Section 4 are
solely for the benefit of Buyer and may be waived only by Buyer. Buyer shall at
all times have the right to waive any condition. Such waiver or waivers shall
be in writing and delivered to Seller. The waiver by Buyer of any condition
shall not relieve Seller of any liability or obligation with respect to any
representation, warranty, covenant, or agreement of Seller.
4. SELLER'S REPRESENTATIONS AND WARRANTIES. In addition to any express
agreements of Seller contained in this Agreement, Seller represents and warrants
to Buyer the following:
4.1 SELLER'S AUTHORITY. Seller has the legal power, right, and authority
to enter into this Agreement and the instruments referred to here and to
consummate the transactions contemplated herein.
4.2 REAL ESTATE AND LEGAL MATTERS
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4.2.1 Except as disclosed to Buyer in writing, there is no
litigation, claim, or arbitration, pending or threatened, with regard to the
Property or its operation. No attachments, execution proceedings, assignments
for the benefit of creditors, insolvency, bankruptcy, reorganization, or other
proceedings are pending or, to the best of Seller's knowledge, threatened
against Seller, nor are any such proceedings contemplated by Seller.
4.2.2 Except as disclosed by Seller in writing to Buyer, Seller is
the legal and beneficial fee simple titleholder of the Property. There shall be
no change in the ownership or control of Seller from the date of this Agreement
until the Closing Date.
4.2.3 Seller has not entered into any other contracts for the sale
of the Property, and there are no rights of first refusal or options to purchase
the Property. Seller has not sold, transferred, conveyed, or entered into any
agreement regarding "air rights" or other development rights or restrictions
relating to the Property.
4.2.4 ENVIRONMENTAL COMPLIANCE. To the best of Seller's
knowledge, except as set forth in environmental audits, copies of which have
previously been provided to Buyer, and summaries of which are attached hereto as
EXHIBIT D, the Property, including without limitation, all groundwater, is free
of Hazardous Substances (as defined herein) and is in compliance with applicable
state and federal environmental standards and requirements affecting it. Seller
has not received any notices of violation or advisory action by regulatory
agencies regarding environmental control matters or permit compliance with
respect to the Property. Seller has not transferred hazardous waste from the
Property to another location that is not in compliance with applicable
environmental laws, regulations, or permit requirements. No other person has
transferred hazardous waste from the Property to another location that is not in
compliance with applicable environmental laws, regulations, or permit
requirements. There are no proceedings, governmental administrative actions, or
judicial proceedings pending or contemplated under any federal, state, or local
laws regulating the discharge of hazardous or toxic materials or substances into
the environment. Seller has not, during its ownership of the Property, stored,
produced, or disposed of any hazardous substance, including asbestos, on the
Property. Seller shall indemnify, defend (with counsel selected by Buyer) and
hold Buyer harmless from any claims, judgments, damages penalties, fines, costs,
liabilities (including sums paid in settlements of claims) or loss which arise
during or after the Closing Date as a result of the inaccuracy of the
representations and warranties contained in this Section, or the presence or
suspected presence of any Hazardous Substances existing on the Property as of
the Closing Date. As used herein, the term "Hazardous Substance" means any
substance, material or waste, including oil or petroleum products or their
derivatives, solvents, PCB's, explosive substances, asbestos, radioactive
materials or waste, and any other toxic, ignitable, reactive, corrosive,
contamination or pollution materials which are now or in the future subject to
any governmental regulation.
5. DAMAGE OR DESTRUCTION. Until close of this Agreement, the risk of loss
shall be retained by Seller. Seller shall keep the property fully insured up to
and through the Closing Date. In the event that the Property shall be damaged
or another casualty occur prior to the Closing Date in an amount not more than
ten percent (10%) of the total purchase price, Seller shall be obligated to
repair the same before the Closing Date. If the damage exceeds 10% of the
purchase price, or if the damage is not repaired prior to the Closing Date,
Buyer may terminate this Agreement. If Buyer elects to proceed with closing
despite any damage, Buyer, at Buyer's option, shall be entitled to a reduction
in the purchase price equal to the amount of damage to the Property or Buyer may
purchase the Property for the purchase price and Seller shall assign any and all
rights it may have to any insurance proceeds paid as a result of damage to the
Property.
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6. BROKER. Buyer and Seller represent and warrant to each other that no
broker or finder has been engaged by it in connection with any of the
transactions contemplated by this Agreement and Seller and Buyer each agree to
indemnify and hold each other harmless from and against the claims of any and
all brokers or other intermediaries claiming to have had any dealings,
negotiations or consultations with the indemnifying party in connection with
this Agreement or the sale of the Property.
7. REMEDIES.
7.1 DEFAULT BY SELLER. If this transaction does not close due to any
default by Seller, Buyer shall be entitled to all of its out-of-pocket expenses
incurred in connection with the transaction, and shall have the right to pursue
any other remedy available to it at law or equity, including the specific
performance of this Agreement.
7.2 DEFAULT BY BUYER. If the conditions to Buyer's obligation to close
this transaction are satisfied or waived by Buyer and Buyer nevertheless fails,
through no fault of Seller, to close this transaction, Seller shall have the
right to pursue any other remedy available to it at law or in equity, including
the specific performance of this Agreement or any action for damages.
8. ASSIGNMENT. Buyer shall have the right to assign its rights and
obligations under this Agreement, upon giving prior written notice to Seller, to
any person or entity so long as the assignee expressly assumes the obligations
of Buyer and the assignee demonstrates to Seller's reasonable satisfaction that
it has the financial ability to perform, except that such demonstration is not
required for any subsidiary or affiliate of Buyer.
9. NOTICES. All notices or other communications required to be given by
either party shall be in writing and shall be hand delivered or sent by a
nationally recognized overnight courier service, or U.S. Certified Mail, postage
prepaid, and shall be deemed when hand delivered or when delivered by such
courier service, or 3 days after deposited in the U.S. Mail, addressed as
follows:
To Seller: Lithia Properties, L.L.C.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
To Buyer: Lithia Real Estate, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇.
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
10. MISCELLANEOUS
10.1 COUNTERPARTS. A copy of this Agreement may be executed by each party
separately, and when each party has executed a copy thereof, such copies taken
together shall be deemed to be a full and complete agreement between the
parties.
10.2 PARTIAL INVALIDITY. If any term or provision of this Agreement or the
application to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of such term
or provision to persons or circumstances other than those to which it is held
invalid or unenforceable, shall not be affected thereby, and each such term and
provision of this Agreement shall be valid and be enforced to the fullest extent
permitted by law.
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10.3 WAIVERS. No waiver of any breach of any covenant or provision
contained herein shall be deemed a waiver of any preceding or succeeding breach
thereof, or of any other covenant or provision herein contained. No extension
of time for performance of any obligation or act shall be deemed an extension of
the time for performance of any other obligation or act.
10.4 SURVIVAL OF REPRESENTATIONS. The covenants, agreements,
representations, and warranties contained in this Agreement shall survive
closing and shall not merge into the deed and the recordation of it in the
official records.
10.5 SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and shall
inure to the benefit of the permitted successors and assigns of the parties to
it.
10.6 ATTORNEY FEES. If a party to this Agreement brings any action or suit
against another party to this Agreement by reason of any breach of any of the
covenants, agreements, or provisions on the part of the other party arising out
of this Agreement, the prevailing party in such action or suit shall be entitled
to recover from the other party all costs and expenses of the action or suit,
including actual attorney fees, at trial and on appeal, and in any bankruptcy
proceeding.
10.7 ENTIRE AGREEMENT. This Agreement (including any exhibits attached to
it) is the final expression of, and contains the entire agreement between, the
parties with respect to the subject matter of the Agreement and supersedes all
prior understandings with respect to it. This Agreement may not be modified,
changed, supplemented, or terminated, nor may any obligations under it be
waived, except by written instrument signed by the party to be charged or by its
agent duly authorized in writing or as otherwise expressly permitted here. The
parties do not intend to confer any benefit on any person, firm, or corporation
other than the parties hereto.
10.8 TIME OF ESSENCE. Seller and Buyer hereby acknowledge and agree that
time is strictly of the essence with respect to each and every term, condition,
obligation, and provision.
10.9 CONSTRUCTION. Headings at the beginning of each paragraph and
subparagraph are solely for the convenience of the parties and are not a part of
this Agreement. Whenever required by the context of this Agreement, the
singular shall include the plural, and the masculine shall include the feminine,
and vice versa. This Agreement shall not be construed as if it had been
prepared by one of the parties, but rather as if both parties had prepared it.
Unless otherwise indicated, all references to paragraphs and subparagraphs are
to this Agreement. All exhibits referred to in this Agreement are attached and
incorporated by this reference. Unless otherwise specified, in computing any
period of time described in this Agreement, the day of the act or event after
which the designated period of time begins to run is not to be included and the
last day of the period so computed is to be included, unless the last day is a
Saturday, Sunday, or legal holiday, in which event the period shall run until
the end of the next day which is neither a Saturday, Sunday nor legal holiday.
The last day of any period of time described herein shall be deemed to end at
5:00 p.m. Medford, Oregon time.
10.10 GOVERNING LAW. The parties expressly agree that this Agreement
shall be governed by, interpreted under, and construed and enforced in
accordance with the laws of the state of Oregon.
10.11 STATUTORY LAND USE DISCLAIMER. 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, WHICH, IN FARM OR
FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH
LIMIT LAWSUITS AGAINST FARMING OR FOREST
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PRACTICES AS DEFINED IN ORS 30.930 IN ALL ZONES. 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 APPROVED USES
AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES.
BUYER: LITHIA REAL ESTATE, INC.,
an Oregon corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: President
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SELLER: LITHIA PROPERTIES, L.L.C.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its:
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EXHIBIT A
1. Real Property located in Medford, Oregon, having the following legal
description:
[MCANDREWS AND RIVERSIDE PROPERTY DESCRIPTION]
TAX LOT 301
TRACT A
Commencing at the north-northeast corner of Donation Land Claim No 42, in
Township 37 South, Range 1 West of the Willamette Meridian in ▇▇▇▇▇▇▇
County, Oregon, thence along the east boundary of said Claim ▇▇. ▇▇, ▇▇▇▇▇
▇▇▇▇. ▇▇'▇▇" ▇▇▇▇, 30.00 feet to the northeast corner of ▇▇▇ ▇, ▇▇ ▇▇▇▇▇ ▇
▇▇ ▇▇▇▇▇▇▇▇▇ SUBDIVISION OF WEST'S ADDITION to the City of Medford, ▇▇▇▇▇▇▇
County, Oregon, according to the official plat thereof now of record, for
the true point of beginning; thence continue along the east boundary of
said Claim ▇▇. ▇▇ (▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇), ▇▇▇▇▇
▇▇▇▇▇. 07'55" East 328.27 feet; thence West 112.00 feet; thence South
270.455 feet to intersect the Southwesterly boundary of said Lot 1; thence
along the southwesterly boundary of said ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇. 07'20" West
283.87 feet to the most easterly corner of Lot 7 of sid Block 1; thence,
along the northeasterly boundary of said ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇. 41'20" West,
54.45 feet to the most-northerly corner of the tract described in Volume
385, Page 160 of the Deed Records of said County; thence, along the
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. 18'40" West 140.00 feet
to the most-westerly corner thereof; thence, along the northeasterly
right-of-way line of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. 41'20" West
248.79 feet to the mort-westerly corner of tract described in Volume 420,
Page 299, said Deed Records; thence, along the northwesterly boundary of
said tract, North 66DEG. 18'40" East 72.60 feet to the most-northerly
corner thereof; thence, along the northeasterly boundary of said tract,
South 23DEG. 41'20" East 3.50 feet to the most-easterly corner thereof;
thence, along the northwesterly boundary of ▇▇▇ ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇
▇▇▇▇▇. 18'40" East 165.68 feet to the northeasterly corner thereof; thence,
along the westerly boundary of said ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇. ▇▇'▇▇" ▇▇▇▇ 59.19
feet to the northwesterly corner thereof; thence, along the north boundary
of said ▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇. 52' East 310.42 feet to the true point of
beginning.
TAX ▇▇▇ ▇▇▇
▇▇▇▇▇ ▇
Commencing at the north-northeast corner of Donation Land Claim 42 in
Township 37 South, Range 1 West of the Willamette Meridian in ▇▇▇▇▇▇▇
County, Oregon; thence along the east boundary of said Claim No. 42, (also
being to and along the east boundary of ▇▇▇ ▇ ▇▇ ▇▇▇▇▇ ▇ ▇▇ ▇▇▇▇▇▇▇▇▇
SUBDIVISION OF WEST'S ADDITION to the City of Medford, ▇▇▇▇▇▇▇ County,
Oregon, according to the official plat thereof, now of record), ▇▇▇▇▇ ▇▇▇▇.
▇▇'▇▇" ▇▇▇▇ 358.27 feet to the true point of beginning; thence West 112.00
feet; thence South 270.455 feet to intersect the southwesterly boundary of
said Lot 1; thence along the southwesterly boundary of said ▇▇▇ ▇, ▇▇▇▇▇
▇▇▇▇▇. 07'20" East 127.35 feet to the southwesterly corner thereof; thence
East 36.00 feet to the southeasterly corner of said Lot 1; thence, along
the east boundary of said Donation Land Claim No. 42 (also being the east
boundary of said Lot 1), North 0DEG. 07'55" West 372.00 feet to the true
point of beginning. EXCEPTING THEREFROM the following: that portion that
lies within the boundaries of tract described in Volume 430 Page 476 of the
Deed records of ▇▇▇▇▇▇▇ County, Oregon.
TAX LOTS 400/500/600 & 700
Beginning at a 5/8" iron pin located at the most-northerly corner of Lot 8
in Block 1 of RIVERSIDE SUBDIVISION OF WEST'S ADDITION in the City of
Medford in ▇▇▇▇▇▇▇
County, Oregon, according to the official plat thereof, now of record;
thence, along the southwesterly boundary of ▇▇▇ ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇
▇▇▇▇▇. 07'20" East 256.82 feet to the most-easterly corner of Lot 10 in
said Block 1; thence, along the southwesterly boundary of ▇▇▇ ▇ ▇▇ ▇▇▇▇
▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇. 07'20" East 256.82 feet to the most-easterly corner
of Lot 10 in said Block 1; thence, along the southeasterly boundary of said
▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇. 18'20" West 164.67 feet to the most-easterly of tract
described in Volume 390 page 339 of the Deed Records, said County and
State; thence North 23DEG. 41'30" West 6.50 feet to the most-northerly
corner of said tract; thence South 66DEG. 18'30" West 35.00 feet to the
most-westerly corner of said tract; thence, along the northeasterly
right-of-way line of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. 41'20" West
297.74 feet to a 5/8" iron pin located at the most-westerly corner of tract
described in Volume 385 Deeds page 160; thence North 66DEG. 18'40" East
(Record North 66DEG. 18'30" East), 140.00 feet to a 3/4" steel tube located
at the most-northerly corner of said tract; thence, along the southwesterly
boundary of ▇▇▇ ▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇. 41'20" East 54.45 feet to
the point of beginning.
2. Real Property located in Medford, Oregon, having the following legal
description:
[▇▇▇▇▇▇▇ ROAD PROPERTY DESCRIPTION]
Commencing at the Southwest corner of Donation Land Claim ▇▇. ▇▇, ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 1 West, Willamette Meridian, ▇▇▇▇▇▇▇ County, Oregon; thence
along the West line of said Donation Land Claim line and the centerline of
▇▇▇▇▇▇ ▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇) ▇▇▇▇▇ ▇▇▇▇▇. 12' 00" East, 1174.36 feet; thence
South 89DEG. 48' 00" East, 40.00 feet to a 3/4 inch iron pipe; thence
South 89DEG. 54" 09" East, 339.50 feet to a 5/8 inch iron pin; thence
North 00DEG. 12' 00" East, 53.24 feet; thence South 89DEG. 54' 09" East,
483.33 feet, for the true point of beginning; thence South 00DEG. 05' 51"
West, 15.0 feet to intersect the centerline of a 30.0 foot drainage canal
easement at a point of curve; thence along said centerline along the arc of
a 100.0 foot radius curve to the right (the long chord to which bears South
44DEG. 55' 00" East, 141.37 feet) a distance of 157.03 feet to a point of
tangent; thence South 00DEG. 04' 10" West, 340.84 feet to a point of
curve; thence along the arc of a 100.0 foot radius curve to the left (the
long chord to which bears South 44DEG. 49" 25" East, 141.16 feet) a
distance of 156.71 feet to a point of tangent on the North right of way
line of relocated Medco Haul Road (Private Road); thence South 89DEG. 43'
00" East, along said North right of way line, 42.59 feet; thence North
88DEG. 37' 52" East along said right of way line, 177.31 feet to a 5/8
inch iron rod on the Westerly right of way line of ▇▇▇▇▇▇▇ Road; thence
along said right of way line, the following courses: North 11DEG. 53' 57"
East 109.49 feet; North 19DEG. 29' 38" East 151.29 feet; North 11DEG. 53'
57" East 308.03 feet (record North 11DEG. 53' 00" East) to a 5/8 inch iron
pin; thence leaving said right of way line North 89DEG. 54' 09" West
555.32 feet to the true point of beginning, EXCEPTING THEREFROM THE
FOLLOWING:
Commencing at the Southwest corner of Donation Land Claim ▇▇. ▇▇, ▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇, ▇▇▇▇▇ 1 West, Willamette Meridian, ▇▇▇▇▇▇▇ County, Oregon; thence
along the West line of said Donation Land Claim and the centerline of
▇▇▇▇▇▇ ▇▇▇▇ (▇▇▇▇▇▇ ▇▇▇▇) ▇▇▇▇▇ ▇▇▇▇▇. 12' 00" East, 1174.36 feet; thence
South 89DEG. 48' 00" East, 40.00 feet to a 3/4 inch iron pipe; thence
South 89DEG. 54' 09" East, 339.50 feet to a 5/8 inch iron pin; thence
North 00DEG. 12' 00" East, 53.24 feet; thence South 89DEG. 54' 09" East,
483.33 feet; thence continuing South 89DEG. 54' 09" East, 555.32 feet to a
5/8" iron pin on the Westerly right-of-way of ▇▇▇▇▇▇▇ Road, being the POINT
OF BEGINNING; thence along said Westerly right-of-way the following courses
and distances; thence South 11DEG. 53' 57" West, 308.03 feet; thence South
19DEG. 29" 38" West, 37.83 feet; thence North 11DEG. 53' 57" East, 344.49
feet to the north line of a parcel described in Instrument No. 96-13927,
Official Records, ▇▇▇▇▇▇▇ County, Oregon; thence along said ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇. 54' 09" East, 5.11 feet to the Point of Beginning.
EXHIBIT B
Description of Indebtedness to be assumed
1. Outstanding balance as of January 2, 1997, of Promissory Note, dated June
16, 1995, between Lithia Properties, L.L.C. (Borrower) and Western Bank
(Lender), in the principal amount of $600,000, bearing an initial rate of
10.625 percent per annum, and having a final maturity on June 16, 2000.
Loan No. 9001.
EXHIBIT C
1. Building Construction, Remodeling and Repair Contract, dated August 8,
1996, between Lithia Properties, L.L.C. and ▇▇▇▇ ▇▇▇▇▇▇ Construction, Inc.
relating to improvements on the real property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇.
EXHIBIT D
The following is a summary of items set forth in the Phase I ESA, dated
February 19, 1996, performed by Cascade Earth Sciences, Ltd. relating to the
real property located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇, ▇▇▇▇▇▇:
Two underground storage tank facilities (Texaco and Unocal) located
approximately 1/8 of a mile southeast of the Site and another facility
(▇▇▇▇' Bros. Inc.) is located approximately 1/8 of a mile west of the Site.
The Texaco and Unocal stations could pose as an environmental impact to the
Site due to these stations being located up gradient and being
approximately 1/8 of a mile from the Site. The Texaco station has had
known releases that have impacted soil and groundwater. The ▇▇▇▇' Bros.
facility is considered to pose a low potential for environmental impact due
to being located downgradient of the Site.
Recommendation: The PESA did not identify any significant environmental
risks to the Site due to previous activities on the property, and no
further investigation is warranted. The PESA did identify off-site sources
that could impact groundwater on the Site. If off-site risks are a
concern, CES recommends installation and sampling of two temporary
monitoring ▇▇▇▇▇ in the southeast corner of the Site.
The following is a summary of items set forth in the Phase II Environmental
Site Assessment report, dated May 2, 1995, performed by Cascade Earth Sciences,
Ltd. relating to the real property located at ▇▇▇▇▇▇▇▇▇ ▇▇. and Riverside
Avenue:
Based on previously submitted reports by Kleinfelder, interviews with
former Site owners and neighbors, and a review of historical aerial
photographs, the only business that has operated on the Site was a concrete
manufacturing business... from the early 1900's to the mid 1970's. The
site has been vacant since that business left. Substantial fill was added
to the Site over this time.
There is no evidence of any existing underground storage tanks on the Site.
At least one petroleum underground storage tank was formerly located in the
northwest corner of the Site. However, there were no tanks or drums
detected by the geophysical survey or discovered during the excavation of
test pits. It is reasonable to conclude that tanks formerly located on the
Site have been removed, though there was no record on file at DEQ which
acknowledged the existence of these tank(s). It is also reasonable to
conclude, based on the geophysical survey and the absence of drums in test
pits, that significant quantities of hazardous chemicals or hazardous
wastes have not been disposed on the Site.
The Site has been impacted by petroleum contamination. Based on
observations and analytical results from test pits and soil borings in the
vicinity of the former on-site fuel tank. [sic] Petroleum staining and a
strong gasoline odor were observed in one test pit at the location of the
former on-site fuel tank. The full extent of this soil contamination and
potential groundwater contamination is not known. It is not possible,
based on this investigation, to determine if this contamination has
impacted the adjacent La Via property.
Test pits, soil borings and monitoring ▇▇▇▇▇ constructed along the north
property boundary indicate that the Site has been impacted from at least
one off-site source of petroleum contamination. Petroleum contamination
above current soil standards, including 2500 ppm diesel fuel and 140 ppm
gasoline, was detected in areas that appear to be downgradient from the La
Via
property. Gasoline contamination in soils and groundwater on the La Via
property had been analyzed for diesel fuel, and therefore it is not
possible to conclude that the diesel fuel is from an off-site source.
However, based on one interview, both gasoline and diesel fuel were
previously stored in a tank formerly located on the La Via property.
When the two areas of contamination described above are combined, there is
an estimated 20,000 to 30,000 square feet of the Site that is potentially
impacted. The impacted soil is buried beneath 8 to 15 feet of
non-contaminated soil.
Petroleum contamination was not observed or detected in soil and water
samples collected from test pits, soil borings and monitoring ▇▇▇▇▇
constructed along the west property boundary. This indicates that service
stations formerly located west of Riverside Avenue have not impacted the
Site. The subsurface storm and sewer lines do not appear to be avenues of
contaminant migration from these potential off-site sources.
The groundwater on the Site does not appear to be extensively impacted.
Groundwater samples were collected from temporary monitoring ▇▇▇▇▇
constructed during this investigation and from permanent monitoring ▇▇▇▇▇
constructed during previous investigations. Though BTEX compounds were
detected in groundwater in the samples from both properties in January
1992, these compounds were not detected in the samples collected during
this investigation. TPH was detected (2.3 ppm) in one water sample. There
is currently no standard for TPH in water. However, polynuclear aromatic
hydrocarbons (PAHs), which are constituents of diesel fuel, may be present.
Groundwater samples were not analyzed for PAHs because previous tests had
not indicated the presence of diesel fuel.
Based on this assessment and the previous assessment by Kleinfelder, this
Site will come under DEQ oversight for investigation and cleanup. However,
it will not likely be a high priority for DEQ, and a risk assessment may
eliminate the cleanup requirement.
