Oregon Prospective Purchaser Agreements (PPA)

A Prospective Purchaser Agreement (PPA) is a legally binding agreement between the Oregon Department of Environmental Quality (DEQ) and a prospective purchaser or lessee of real property. It limits the purchaser's or lessee's liability to DEQ for environmental cleanup of the property. In return, the agreement must provide the state with a substantial public benefit.

In a Phase I ESA

ASTM E1527-21 does not name prospective purchaser agreements among its standard record sources. They matter in Oregon for two reasons: a new one has a deadline that falls before closing, and an existing one binds the property. Six details shape both.

• It must be final before the purchase. DEQ says a PPA must be negotiated and finalized before the property is purchased, and that a buyer who has already bought a contaminated property cannot enter into one. It gives the average time to complete a PPA as four to six months.
• It covers state liability only. DEQ says a PPA does not protect against liability a purchaser or lessee may have under federal law, or against liability for new contamination after the purchaser or lessee acquires the property.
• The law sets minimum requirements. A PPA is open only to a prospective purchaser that is not responsible for cleaning up existing contamination at the property. There must be contamination that the law requires to be cleaned up, the proposed use must not worsen the contamination or interfere with necessary cleanup, and a substantial public benefit must result. The examples the law lists, as DEQ gives them, include substantial funding or a commitment to perform substantial cleanup, productive reuse of an abandoned or vacant industrial or commercial facility, and development by a governmental entity or non-profit for an important public purpose.
• It runs with the land. DEQ says a PPA can protect subsequent owners and lessees, as long as they adhere to its terms. For a property that already has one, read the terms and check whether they are being met.
• It is recorded, or it may be void. DEQ says the purchaser must properly record the PPA and related documents in the appropriate county office and meet all PPA conditions, and that failure to do either may void the agreement and its liability protections.
• There are three templates. DEQ's page links them: an administrative agreement, an order on consent and a consent judgment.

The process starts with a call to DEQ's PPA program coordinator and an initial meeting. If both sides go on, the purchaser applies through Your DEQ Online and pays a $2,500 deposit. DEQ says the deposit does not ensure that a final agreement will be reached, and that any balance is refunded when the PPA is completed or negotiations cease.

DEQ's page also carries a fact sheet for buyers on liability, which it says is not legal advice. Four of its points bear on a Phase I.

• Under Oregon Revised Statute 465.255, DEQ says, a buyer of contaminated property may become liable for the cost of cleaning up existing contamination if the buyer knew or should have known about it at the time of purchase.
• DEQ says the "innocent purchaser" defense in that statute requires the buyer to have conducted "all appropriate inquiry" before purchasing. It says Oregon has not adopted an all appropriate inquiry rule, that an assessment consistent with the federal rule would generally constitute satisfactory inquiry, and that other forms of inquiry may also be sufficient.
• DEQ says the defense would not be available if the pre-acquisition assessment identifies contamination or conditions requiring further inquiry.
• DEQ's Off-Site Contaminant Migration Policy, which it says replaces the Contaminated Aquifer Policy, applies to certain properties that have been contaminated solely by releases at other properties.

DEQ also says that qualifying for a defense, a PPA or relief under its policy does not mean that DEQ or someone else will clean up the property.

Where to look a site up

• The pages read give no list of properties with a PPA. Since the agreement is recorded in the county office, the county's recorded documents are a place to look.
• DEQ says cleanup agreed to in a PPA is done through its cleanup program, so search the property in the Your DEQ Online Public Records Portal as well.
• The PPA program coordinator is at 503-229-6461, or 800-452-4011 extension 6461 toll-free in Oregon, and PPAInfo@deq.oregon.gov.

Getting the file

Ask DEQ for the agreement and the documents recorded with it. The route is described on the Your DEQ Online and public records requests page.

Sources

Oregon Department of Environmental Quality pages, read October 7, 2026, no modified date shown:

• Prospective Purchaser Agreements