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r• CITY OF EUGENE INTER - DEPARTMENTAL MEMORANDUM CITY ATTORNEY - CIVIL DEPARTMENT To: Glen L. Svendsen, Division Manager Date: May 19, 2000 Public Works Department Subject: WISTEC Accompanying this Memorandum are the following draft documents, for review and comment: 1. Acquisition Agreement. 2. Ground Lease. 3. Option Agreement. The documents were based on the documents prepared for a similar transaction in 1998 that the City entered into with Looking Glass with respect to the old Fire Station #7. However, I am not certain whether some of the provisions based on the Looking Glass /Station 7 documents are still appropriate, such as Recitals C, D and E of the Acquisition Agreement (especially regarding surplus property and public purposes), Section 2.1 of the Acquisition Agreement (requiring WISTEC to pay all escrow, recording and transaction costs plus both parties' attorneys' fees and City's administrative costs), and Section 4 of the Acquisition Agreement (regarding title reports and title insurance). Similarly, in the Ground Lease, it is not clear to me whether we need to recite a public purpose as we did before (see Recital D and Section 2, as well as the first line of Section 4 regarding nominal rent). I am also not certain whether Section 5 is accurate, but I am assuming that the land is currently exempt from real property taxation. Also, the Ground Lease essentially perpetuates the existing arrangements regarding WISTEC's right to use the parking areas. That is, there are references in Section 1 and Section 7 to WISTEC's right to use parking lots within 100 yards of the building solely for the purpose of providing parking to WISTEC's patrons, employees, contractors and agents. Section 7 does not contemplate the use of those parking areas for other purposes, or the use of adjacent City -owned paved or unpaved parking areas, unless by separate written agreement that complies with park rules and Administrative Order No. 58- 95 -09E. The indemnification, damage and restoration, insurance, and hazardous materials provisions of Ground Lease Sections 9, 10, 11 and 14, respectively, are based on provisions in the Station 7 Ground Lease.