Loading...
Fred Fields ~ AG023001 ~ License Agreement AMENDMENT TO LICENSE AGREEMENT THIS AMENDMENT("Amendment") is made and effective the 13 day of AttedA, 2005,by and between THE CITY OF TIGARD,an Oregon municipal corporation ("City") and FRED W.FIELDS ("Fields")with regard to that certain License Agreement between the parties having an effective date of M0✓&Y►6j2 I t-/I ab2_ e "Agreement"). The Agreement is amended in the following particulars I A new Section 2.3 is added as follows "2.3 Effect of Weather and Other Conditions on Use of License Area. The City and Fields agree that the rights of Fields granted by the Agreement shall be exercised only at mutually agreeable times during periods of dry weather in order to minimize the impacts of such entry on the City Property. In general,the parties acknowledge and agree that such rights will ordinarily only be exercised during the months of July,August and September of each calendar year during the term of the license granted herein, but the parties also acknowledge that other tunes of the year may be appropriate for the exercise of said rights depending upon then-existing conditions." 2 Section 3 is amended to provide that, despite the passage of two (2)years from the effective date of the Agreement,the license to use the License Area granted to Fields continues, and shall continue,in full force and effect until such time as the Easement described in Section 3 of the Agreement is granted by the City to Fields,or Fields obtains alternate access to the property 3. Exhibit"C"to the Agreement is hereby amended and superceded by Exhibit"C" to this Amendment which the parties agree correctly describes the License Area Subject to the foregoing amendments,the Agreement is ratified and affirmed by the parties and is incorporated in this Amendment as though set forth in full. In the event of any contradiction in the provisions of this Amendment and the Agreement, the provisions hereof will prevail All capitalized terms not defined herein shall have the same meaning provided for in the Agreement. IN WITNESS WHEREOF,this Agreement has been signed by the parties effective the date first above written. THE CITY OF TIGARD, an Oregon municipal corporation By AJA wi, ljaL I L Craig�'rosser, City Manager Fred W Fields I 1aaglgos171bmry projecWlbrary property purchase agmemenhamd to Itconse ag(8822ga7 vnth revlslons doo EXHIBIT C AMENDMENT TO LICENSE AGREEMENT Legal Description of Access Easement A tract of land situated in the Southeast one-quarter of Section 2 and the Southwest Quarter of Section 1,Township 2 South, Range 1 West, Willamette Meridian, City of Tigard, Washington County, Oregon, described as follows Beginning at the 5/8" iron rod and 1 1/4" aluminum cap in a monument box set at the intersection of SW Hall Blvd and SW Omara St as shown on Survey No 29031 as recorded in the Washington County Survey Records, thence N 01° 43' 11" E, along the centerline of'SW Hall Blvd , a distance of 525 04, thence S 66° 14' 44"E, leaving said centerline, a distance of 53 94 feet to the easterly right-of-way of SW Hall Blvd and the True Point of Beginning; thence S 66° 14' 44" E a distance of 30129 feet, thence S 56° 44' 12"E a distance of 159 89 feet to the easterly line of the City of Tigard, thence N 08° 27' 36" E, along said easterly line, a distance of 33 05 feet, thence N 56° 44' 12" W a distance of 148 52 feet, thence N 66° 14' 44" W a distance of 315 93 feet to the easterly right-of-way of SW Hall Blvd 50 00 feet from centerline, thence S 01° 43' 11" W, along said right-of-way, a distance of 32 36 feet to the true point of beginning 1\eng\gus%li bra ry protect\library property purchase agreement\license ag ext legal descnpoon(010605)doc Page 1 of 2 EXHIBIT "C" PAGE 2 OF 2 o e I'n I I I -------------------7 - Hall Blvd NI-43'11"E 94249' ow/ IIV w ,'ASO z 0! 00 St l / I t c I wo --��=je'12• I MN£8 98 I ,LZ.85 I I 1 ALA Z I W I IN V 0! to 1 �4j r0 V nj � V W r � N A C O W Ui � I O 1 � IW Z OI I I W N tD F>W :LIEN d, 707PEP PC FRX 1,10, 503-E'92 3.192 Nov. 13 2002 0=1::6PM P2 11/1 12882 1;:15 5033092290 RAMIE) C*+SV Pru;> en L)iCl NSE AGREMUNT This LiCenae Agreement("Agrecmerit`)iS made and eJT6ativc the/ `c"i�ay of november, 2002,by and bdween THs a TY DF uGARD, an Oregon muxiici Val ion ("City")and FRED W.F11ELDS(1Yxa1ds"). RedWi A. City is the owner acmtala real property in tho City of Tigard,Washingtozi County,Oregon described in rxhibit A&#ached(the"City Propmw)- B. Fields is the ow=of tither reel pmmty in tate City of Tigard,Wasbingtm Cotttity,Orgon and doacmibed inFxhibitB atteahed(the"Fields Propm-I.y"). '1':haFields Property is located to the east of=d 4aew t to the City pmpetty. C. Fields desires a licene to cross the City Praperty for purposes of maintaining 110 Fields Proptsty,»nd if moessarp,an casement for ingress,egress and utilwaR to service potential development of the Fields Prop". The Cary is willing to gmt Ftelds match a. licrsnse.By this Agr=nent,the parties intand to set forth the t«rns of said licanse atzd possible easement.. NOW THEREFORE. for goad and valuably considera>icA the receipt and swMcienzy of which are admowled,ged,the City and Fields agree as follows: Agreement 1. Llom to Cxps C-4Fields,and his agents,employees,repmsents ves and contractors,=y cross the City Property only tit the loo on described in Exhibit C sttaCled hereto(the"Licansa Arae"} and only fOr the purpose of maintaining the Fields Property. The rights grzutcd to'fields are subject to-he terms and conditions set fc nh in this Agreement. 2- -CDds ons fihe following are cond6wis precedent to for ftbi ofTruids to cross the Qhy Propeaty, 2.1 Im affiIe Fields shall obtain insurance for property damage and liability is a form,with limits,and placed with one or more insurbra, acceptable to the City and nuaing the City as as additimid insured- Such policy(its)of insurance shall prowle, along with othm teisn.9 aoaeptable to the City,that no tmlination of or chm g, is such pelicy(im)may he effected witimut not less than thirty Q O) days'prior written A01iice w the City. Fields will provide to the City policies or eerdfic$tca IA evidence of 911ch insurance prior to Any e;Cmwe of the rights glrwUaB herein,atld shall ktp&uch policy or palicies ofrsa m et;n full force and effect tbrougheut the term of this Agroombnt and ally extm*lons orrcnewal hmeof CERTIFIED TO 6E A TRUE AND CORRECT COPY OF THE ORIG WAL FIRST AMERICAN TITLE INSURANCE COMP NY Es row D p ent ,y ca rico f FOIL LIEN 3 CODPCR PC FAC 140. E03-E92 319.2 Nov. 13 2002 05.31PP' P3 11/1312EH2 16:15 5033068230 RAX15 CREW PA= eo 2 FiZIds will:tot enter onto the City Pr4peity sxuept upon nOt 1090 than teat(1 Q)days prior vninmNctlsai notice glV=to the City F.ngit w. This 3 A$ret31uo3itt will ootnmonae❑n.thc 10M, Ve date Berea and wdl Wrttiruae in oporation, vrttil construetion of the extanaion oaf Wall Stra+et from Rall gevard to the Fields Property('the^Wall Streit Extension'). During the term of this Agreement,fhe City agnea to toka cation necenny to delineate a seventy(70)foot wide right of way for the Wall gtredExiegsion.if the Wall StroatV401 dion hA9 not been wmstmeted by the sccatid(2",)annivolery of the effective data of this AgrDwmat,The liceWft to use the Ltoensa Arca deatxiboed in Exhibit C will twminnt0, Na vbbetanding tha.foregoing,if tlae Wan Street Exw�jon has nac been constructed ort or bafbrc the second(2d)amtivarsary of the effxdve date oftbis Agrooment,thea City will grarA to Fields,prior to expiration of the lican9e,on ee9anCXjt stOcient to prpvide for ixtgtess,egress and instOlWou of utilities aatvicing the Fields property. Said Werna t will be comprised of the soutlaerl9 B#(50)That of the City Property(the"E$aBmertt The J2asement Area,when added to an a4z=d Maly(20)lbat wide atxip of property currently owned by Fields, will provide a seventy(70)foot wide==a and uW ity w9y to servos the Fields Property. Said easement will To=1A 6fPWftt UWfl the Wall S"et Fxtansionis compime and.4rst opened for publicum 3.1 t „nald sement. Upce execution of this Agreement by the Pardee.,Fields snd th=City will)tiintlY e8$9e the aervice8 of tell&Aeaociatm to apptttisa b telt market value of the Essemant Area and that portlOn of the twenty(20) fact wide strip of property owntd by Fields end dcacA sed above that lies within tb a area delineated Ir the Wall.Street FxteDS10A. The fee for Stid apprals4 unll be paid by Fleids In consideration far the grant of the eeacment descdbod in Section 3 above, Fields will pay to the City the dif mmoo between the appzaiea�tuwide she F""n d by Area.and the appraised vahm o£that portion a£tl:e tweat#y(2o) P Field&that lies wiithin the delistcatiaa iar the Wall Street Extenexon. Attached as Exldbit D to a reap generally describing the arcus of the dalincati on of the W9915trr4 Rxtensio", the twgoty(20)foot wide strip of prop"owned by Flold% wd the EasemW Area 4. b&mn ty. Fields indemttid0s axed holds harmless the City from arty and ail claims halm or lass arising£ram or related to Fields'entry onto or use of the City Property. This duty to indemnify the City lif,Clttd65 the duty to dafrnd the City,as Fields' coag,from ana agarnst any such claims,harm or lose by counsel reasonably acceptable to the City. 5, AUq='Fees. if any acticA including action pnrdutitit to banlavptoy laWs,i$ initiated to k tczpriat cr ertforco ilia teens of this Agreemont,tha provalling Parry in such action shall be outitled,in addition to all oa=rcllef thst may be granted,to an award of attorneys'fres and costs of action at trial and on Appest rd reVisw Fr-GM 'LlEk 'N COOPEP, PC FAn NO. M3—E92 Nov, 13 2002 O='31PH P-1 11/13I2a32 16.15 0833060190 RAMIS CREW FAG—m 94 6 Pre,�gdaemgritlBlndi F�f1" tt�� fan, This Aweemz .t contains the mdro understanding and zWeecnettt of the phtdas with regard to the xubject matter hereof,8fud r4ptrcadea any Ltd all prior,contampon=vus and.subsequent reprasmations,atstments,nagotladorls and disamsgions of the puties This Agmcment Is binding on thehairs,sttoGasaara and assigns of the parties horew,and my notbe ameAded or r aodified e=ept by wilam ind=ent signed by*.a parties. IN WM-BSS WIFAMCXE',this Aut'eemW has been sigmd by the parties effective the date fuss abovo vnitten. nM CITY OF TIGARD, an Oregon municipal cotporAdOn 13y: William A.Manahan, City Ivfalaager Fred W Fields C�tH.ai�Sob4c1x13,+xd3.fk�otYl9ifol4wuawaM�,twdsaAp6(1113Dz}dan le/25/2002 11:10 SO_ -A290 RAMIS CREW PAGE 02 PURCHASE E TMS AGRMvIBNT is entered into as of Usl1 day of October,2002,by and botwean (M FWMS FMS ("Setter") and TT{E CTT'Y OF TIGARD, an Oregon municipal corporation A, Seller is the owner of certain real property which is legally described in Exhibit 1 Micro(the"Property"). B. The City bas determined drat the Property is needed for public purposes, and has cmnmmloated to Seller that necessity and the intention of the City to WMrcdse its power of eminent domain in regard to the Property unless the parties esu agree on terms for acquisition of the Property by the City. C_ Purchaser wishes to acquite the Property owned by Seiler, and, under threat of condemnation,Seller is willing to sell the Property to purchaser ander the terms and conditions ofthis Agreement For valuable consideration,the patties covenant and ag me as follows: . 1. NMb . Seller W-M to sell-to Purchaser at Cloa4 and Purchaser agrees to purchase at Closing,the Property in accordance withthe tams hereof 2_Putchestgdcs. TJpon CIS,;rg,PIiL !la11t1T will pay Seller an aggregate purchase price of Two Million One Hundred Thousand Dollars($2,100,000.00)for theProperty. The purchase price shall be payable all itt cash or other immediately available flinch at the Closing. 3..1itIv. Title to the Property at Closing will be free of encumbrances or defects other than the Pernktted Exception:(as defined in this paragraph 3)anal will be so insurable at and as a condition of Closin& for Fatcbasees benefit, as evidenced by a binding commitment &oln Escrow Agent to issue an ownee3 extended coverage policy of title insurance (the "Title Policy").For the purposes of this,Agteamettx, "Perritted"Exceptions"will include (a) matters shown as exceptions l through 7 as shawl►on the Decd from Seller to Purchaser of even data herewith;(b)mattes of record approved or deemed to have been approved by Purchaser,and(c) exceptions attributable to the acts or omissions of Purchaser or-its agents, employees or contrarxora. Encumbmncea to be discharged,if any, may be discharged d rough,eacaow out of purchase money at Closure. Page-i—PURCHMFS AND SALE AGREENfl2NT cox.m_�arc�;�.,ys;�+n,,,�c�s�e,►ss(tortas).a� 10125/2002 11:10 S0i_..60290 RAMIS CREW PAGE 03 4,Djgd. Title to the Real Propaty shall be conveyed by special wwranty deed (the "Deed")in,the form attached to this Agreement as Exhibit 2, free of encumbrances or defects, except the Permitted Exceptions. 5. Selllees RenreWd ions.and War„, da- Seller makes the following representations and warranties to Purchaser; (a) Seller has the requisite power and authority to own and opemtethe Property and to conmmuwar thetrausactions contemplated hercin, (b)1?nI&gZc on. Seller is nota`Ybmign person`within the meaning of Sccdon 1445(0 of the Internal Revsuua Code. (c)Creditors.No attachments., oocution proceedings, assignments for the benefit of creditors, insolvency, hultruptey, reorganization.or other proceedings are pending or threatened against Seller,nor an any of such proceedings contemplated by Seller_. Seller's representations and warm dea shall survive Closing for a period of twelve(12) months and shall terminate as of the end of such period w=pt to the ixteut tbat Purchaser advises Seller in writing of an alleged breach thereof prior to such termination date,stating with specificity the nattuc of the alleged breach And providing Seiler concurrently therewith with documentation thereof.. 6. Purchaser's YQ=Tdatifts and Warranties. Purchaser makes the following. representations and warranties to Seller: (a) Pumhtscr sAuthority. purobaser.has the regwsite power and authority to acquire the Property_The execution,delivery and perfmmauce of this Agreement by Purchaser have been duly ma ra;u,',-y suururized by all necessary action and proceedings, and no Slather action or authorizvAon is necessary on the part of P=hnser in order to consummate the transactions contemplated hm-eim (b)Ng-Q2nffiM Neither the execution nor delivery of this Agreemeid by Purchaser, nor performanco of any of its obliga4i= hereuulcr, nor constunmation of the U-,wsactibns cowAxplatad hereby,will conflict with,result in a breach of,or coustjt e a default under,the terms and conditions of the organizational documents pursuam to which Purcl as was organized,or any agreement to which Purchaser is a party or by which.it is bound, or any order Of any court,regulatory body,admi istrnrive agency or governmental body Having jurisdiction over Purchaser. (c)ammapfxlmol, Purchaser has available to it adequate financial resources to enable it to purchase the Property at Closing without secidng recourse to say Mdngcrtt famdW source: (d)h-gm&rt Rte, Purchaser will conwkt and reasonably cooperate with Seller Page-2—PMCHASH AND SALE AGREENBNT . crve�La.ata�r�du.+ �ortias�aaa,�yaoo k t t 10/25/2002 11:10 50:.o 0259 RAMIS CREW pq�-_ 84 regarding establishment of road(the"Extension Rose)ftom Hall Boulevard providing access to other real prupmty owned.by Seller(the"Adjacent PxuperVs which lies generally eastward of the Property. (e) Ram4 Iwk Crossim. Nrahaaeu will consult and reasonably cooperate with Seller acid-will establish discussions among Pure, Seller.(or his representative), the owttsrloperatpr of that certain railway tracks)and right-of Way(the"Railway„)bordering the Adjacent Property,had property owners)having property(les)abutting the hallway and having rights that may be affected by the Extension Read,with the purpose of negotiating a crossing of eaid track and right-of-way for the Extension itnad. 7n the event the'RdtvW itAms to pemut a crossing of said track and right-of-way,Purchaser will consult and reasonably cooperate with Seller with regard to the establlshment of altemadve roadway access from Hall Boulevard and from Hnrntiker Road to the Adjacent Property. ( Purchaser will consult and reasonably cooperate with Seller'in the lunation of a local improvement district to finance conshuction of the Extension Road, with such consultations to include:(i)the appropriate siting of the Extension Road,(ii)eomstruction of the Extension Road across the Adjacent Property(and possibly across the Property), and (iii)the appropriate location of a Railway crossing for connection of the Extension Road to SW Hunzil r Avenue. As part of such cooperation,'Purchaser agrees to assume, and promptly pay as requited, the costs a engineering work and construction management for the formation of the local improvement district and construction of the Extension Road, will discuss and reasonably cooperate with Seller regarding an equitable distribution of Extension Road costs through local improvement district assessment liabilities, and will discuss and reasonably cooperate with Seller regarding allocation of local improvement district assessment liabilities. The obligation of Purchaser to pay costs of engineering work and construction ttlanagement fur the Extension Road is a c Closingontin ❑ry uing obligation that shall sive the _ The representatians of Section 6,subsections(d),(e)and M will survive the CIosing and will not Ittetge into the Deed to be conveyed by Seller to Purchaser pursuant to this Agreement. 7.Closn�r e (a) Closing*11 occur in the offices of the Escrow Agent on a date mutually agreed to by Seller and Purchaser,but no later than October 31,2002.The parties shall cooperate to permit the Closing to occur by means of an escrow and the &-deg and coariering of dacumenU so that Closing does not require the physical presence of the parties in the office of Escrow Agent (b) At Closing Seller will deposit in escrow the Deed, a FMFTA affidavit and Seller's share of escrow fees,closittg costa and proraiions. At Closing Purchaser shall deposit the Purchase Price to be paid.in cash or other immediately available funds, along with Purchaser's share of prorated hams, fees and charges for all title 'upgrades and special endommeats in excess of that for an owner's.extended policy of titleinsurance,if anxy,zecluested by it;one-half(1/2)of the escrow fee;send allot -Closing costs,except those desi.goated to be . paid by Seller under terms of this paragraph. Stiller shall pay the title insurance premium for an Page-3 PURCHASE AND SALE AGI;LEBME NT eF.V�ae�_E,eata�Tigaa�t,iarysc,etpodma�aSFhssttaZsal}.ex - i - i j f i 10/25/2002 11:10 58b�u68290 RAMIS CREW PAGE 65 '"Mat's standard coverage policy of t#'J.e insurance;the rzcording fin on the Deed,and onF-.half. (1/2)ofthe eacrowf= Ewh party shall pay its own attorneys,fees. (a)Real and personal property tacos,assessments,rents,and operating expenses of the Propctty(other than Seller's insurance premiums) shall be proratt:d as of midnight of the . day preceding Closing.Real and personal property taxes and assessments shell be prorated on the basis of the best information available as of Closing, including taxes'based an the latest assessed valuation for the Property, If after Closing, real and personal properky taxes or assessments are determined to be different 9tom those apportioned at Cloaing, then the parties shall promptly adjust the prorated amount to arhinia by payment from tbo party who paid too little.or received too=oh of a credit at Closing. (b)For purposes of calculating proration, Seller shall•be deemed to be in title to ..the propeft and therefore untitled to the income therefrom and responsible for the expenses thereof;through mid*,k of the day before the Closing Date. All proration shall be made on the basis of the actual number of days of the year and month whioh have elapsed as of the Closing Date. The amount of proration shall be adjusted in caab after the Closing,as and when complete and accurate informadon becomes available. Seller and Purchaser shall cooperate in making'post Closing adjustments to prorations within thirty(30)days following Closing,if and to the extent possible. 9. "AsAs" Sale; Limi ion: pirWtuer Notice. Purchaser acknowledges that notwithstanding any prior or contempormcous oral or writt= repentations, statements, documents or underatandiNM this agreement constitutes the enres tire understanding of the pasties j with rospect to the subject matter hereof and supersedes persedes any such prior at contemporaneous Drat or written represons, statements, documents or understandings. Pum` fnrtlier acknowledges that;-except as not forth in paragraph 6 or'thte deed() 'neither seller, nor any principal, agent, attorney, employee, broken or other represcntativa of seller has made any representations or warranties of any hind whatsoever regarding the property, either express or implied, and (u) that Purchaser is not relying on any warranty, representation or covenant, express or implied,with respect to the property,except ss M fortis in paragraph 6 or the deed, and agrees that Purcbaw is acquiring the property in wholly an'as-is"condition with 811 faults and waives all contrary rights and remedies available to it under state and federal. law. In particular,but without limitation,except as set forth in paragraph 6 and in the deed,seller makes no representations or-warranties with respect to the use and condition of the property,including without limitation the condition of the soils or grouudwatcua of the property and the presence or absence of hazardous materials an or under the property or its compliance with applicable statutes, laws, codes, ordinances, regulations or requirements rolating to leasing, zoning, subdivision, planning,building, fee, safety, health or environrnenW matters or its compliance with covenants, conditions and restrictions(whctb=or not of record)or od=local,municipal, regional,state or federal requirements,-or other#Atutes,-lawa; codes,Ordinances,regulations or requirements.Except ftrr the repmsemstions and warranties contained in paragraph 6 and in the deed,Purchaser waives,relinquishes and releases any and alt rights�claims and causes of action, including,but not limited to,all rights of contribution and indemnity,which Purchaser may have or may be entitled to sssmi against seller under or with respect to the vmpaty or the condition -} Page-4—PURCHA.SP AND SAIX AGR1MvfE NT 1 o:�e.i�u�.rre.�v.�ys;a�oeunssp�esm�eoo •j , -i I 16!2512002 11:10 50'- X0290 RAMIS CFEW PAGE B6 . thereof Purchaser expressly understands and acknowledges that it is possible that unknown problems, conditions or-claims may exist with respect to the property and !hat Purchaser explicitly took such bto account in determining the purchase price for the property, aad that a porticin of such consida idon,having been bargained for between the parties with the knowledge Of the possibility-of ra&unknown problems,conditions or claims,was given in exchange for a full accord, satisfaction and discharge of all such problems, conditions, losses and claims. Purchaser acknowledges that following closing seller shall have no liability or duty of any kind vAtre respect to MPeTtY.regardless of the basis for the claim,mcogt for fraud or a breach'of its paragraph 6 or deed representations and warranties, Purchaser's Initials 10.U3010sttre. If prior to Closing either party discovers a fact or circumstance which might render a representation or warranty by the other party inaccurate in any material respect,it shall advise the other party thereof in writing promptly upon such discovery. If Pmt-h wr discovers or is so advised in wtiting of such a fact or circumstance involving a Seller representation or warranty,it shall have,as its sole and exclusiftremedy,the option,exercisable within five(5)business days thereafter to either(a)elact to terminate this Agreement and receive a return of tbe-Deposit,or(b)to waive such inacam-aey in wntiag,in which event it shall be dwmed to have waiverd all claims and causes of action against Selltt relatod thereto. 11.R�tnedj , (a)If Seller is not in dafault, and Purchaser fails or rtfisms to cons unu ate Sts puroham.of the property,Pumheset and Seller 49M that it would be impractical and extremely difficult to estimate the damages that Seller may suffer.'Thatfora,purchaser avA Soller agree that a reasonable estimate of the total net detriment.that Sena would suffer in the event that Purchaser defaults and fails to complete the purchase of the property is and shall be,and Seller's sole and exchrsive remedy(whether at law or in equity), an amourd equal to the deposit. This amount drill be the full, agreed and iiquldated damegea for any breach of this agreement by. Purchaser.The payment of this amount.as.liquidated damages is not intended as a forfeiture or Penalty, but irintended tz conal tuts liquidated damages to Seller. Upos1 any default by Purchaser,this agreemdt shall be terminated and neither party shall have•aay fittthor rights or obligations under it, except for the-right of-Seller to collect such liquidated damages.from Purchaser. i (b)IfPumhaser is not it defmrlt acrd Seller fails or refuses to consummate the sale of the property without legal *waa,Purchaser shell have the right to the return of its deposit together with accrued interest thereon as liquidated damages, or be entitled to available legal or equitable remedies including but not limited to specific performance,provided, however, in no evert shall Seller be liable to Purchaser for specie!, punigve, consequential or incidental damages,includiog,but natlimited to,lost profits. By their initials below,Purchaser and Seller specifically acknowledge that they have read and specifically negotiated and agreed to forfeiture of the deposit and limitation of remedies as provided for in preceding paragraphs 12(a)and 120). Pa$e-5—TUkCIUSE AND SALE AGREEMENT - G:l&m�,Crtete\Ti78f1niDoanaotcalPa8ipo2lRY�doo - 1 1 .4 10/25/2902 11:10 RajOG0290 -RAAMIS CREW, PAGE H7 Purchaser'a Initials Selleta laws • l2.Condemnation.If any portion of the Irropctty becomes the Subject of a condemnation proceeding prior to Cloaiug,Purchaser shall have the right to terminate this Agreement if it so notifies Seller in writing not latex than the first to occur of(a)ten(10)days after it is advised of the condemnation proceeding Of (b)• Closing, Seller shall notify Purchaser in writing of a condemnation affecting the Property within the earlier of(i? Closing or q five (5) days of Seltees receipt of notice t mcof If Purchaser elects not to terminate this Agreement,then Seller YAM assign to Purchaser at Clasing Seller's rights with respect to all condemnation proceeds related thereto, 13.Notices.All notices provided for herein may be telewpied(with machin verification of receipt), sent by Federal Express or other overnight courier,service or delivered or mailed registered or certified trail,return,re='pt requested. If a notice is malled,it shall be considered delivered upon receipt or reflisal thm-eo£ If a notice is sent via telecopy on a business day it shall be deemed received upon receipt of verification of tranamissio-rL If a notice sant via overnight courier,it shall be dwmed rwoivai upon receipt or refusal thereof The addresses to be used in connection with such correspondence and notices are the following, or such other address as a party shall from time to firuc direct: To Seller Dred W.Fields 1149 SW Davenport Portland,Oregon 97201 To Purchaser. City of Tigard Atte;William A.Monahan,City Manager 13125 SW Hall.Boulevard Tigard,Oregon 97233 With.Copy to: Dominic 0.Colletta Rattris Crew Corrigan&Bachrach,LLP 1727 NW Hoyt Street Portland,Oregon 97209 14. TMmfa, This Agreement shall inure to the benefit of and be binding upon the parties hereto and their heirs, successors and assigns;provided, however, Purebasesr may not assign its rights hereunder without Seller's prior written co; ort,which consent may be withheld in Seller's solo discretion- No such as!4tment shall release ft-chum kom primary liability under this Agreement. In the event of an u4pment the term"Pnrohascr"as used hctcin shall include Purchaser's assi ea ,Ary assignment in violation of this paragraph 15 will bevoid. 15. f,gnSdentiaGty. Purchaser covenants that it will maintain the confidentiality of all information which it receives ftom Seller or its agents and all. reports, studies and other doc umarktatiott which it develops based thereon unill Closing, except e.s otherwise required by applicable law or court nrle or order if this tr==ction closes,and further covenants that,if this transaction does not close, it will destroy all such dcoun=ts and all copies-which Purchaser made thereof. Purchaser's Froviaian of such lnfo=Won to employees and coneultsnte dorms Page-4—PUBLCFIASE AND SALE AGRLEME NT o:�R.wt_su��r�au.'t,�.rsactn«,umm�easatioz�az}a� - S@J25/2002 31t1B 50'_ 00290 RAMIS CREW 08 the term hereof shall not be darned to violate the foregoing oove>vant w long as the rocipiottt.s agree to honor the con ideiaaality requirement. 16.A92UAW . Tlns Agrccment shall be govtrned by and construed in accordance with the laws of the Stats of Oregon. 17.Brokers Fees_ Each party shall pay any real estate brokers or agents fees arising out of agreements such party may have entered into in connection with the purcbase and sale of the Property and shall indemnify, defend and hold the other party harmless with respect thereto. This indemnification obligation.shall survive Closing. 18. Costs and B=S". Except as otherwise provided hest, each party hereto will bear its awn costs and expenses in conacction with the negotiation,preparation and creation of this Agreement and other documentation related hereto and in the performance of its duties hereunder_ 14.UWcllUMM. (a)Hcadinga.The headings in this Agreement aro for convenience only and do not in any way limit or affect the trams and provisions hereof- (b) ereof(b) Calculation of Time Periods.Unlesa otherwise specified, in computing any period of time described in this Agreement,the day of the act or event Wier which the designated period of time begins to run is not to be Included and the last day ofthe period to computed is to be included,unless such last day is a Saturday, Sunday or legal holiday. The final day of any such period shall be deemed to end at 5:04 p.m.,pacific Tinea, Page 7—PURCHASE AND SALE AGREEMENT �veysaanar�au.�,sa<�a ,tP�ssp av az�� 10/25/2002 11:10 5030000290 RAMTS CREW PAGE 09 (c)Xime of Essence. Time is of the essence of this Agreement. (d) fzd�r. Wherever appropriate in this Agreement, the singular shall be deemed to refer to the plural and the plural to the singular,and pronouns of certain genders shall be deemed to inchrde either or both of the other genders. (e)C-ounlMaru. This Agre6mwt may be executed in counterparts,each of which shall be deemed an original, but which when taken together shall constitute one'and Baine instrument. (f)E41bjta.The 1?xhibks referred to herein and attached to this Agreement are incorporated herein as if set forth it Sill. . , 20. A,Qey.L_Pecs. If any lawsuit or arbitration, menses in connection with this Agreement,including w thaut limitation, an'action to rescind this Agreement,the substantially prevailing party therein shall be added to recover from the losing party the substantially prevailing party's costs and expenses,including reasonable attorneys'fees,incurred in comicction therewith, in preparation therefore and on appeal therafirom,including those in any bankruptcy proceeding,which amounts shall be.included in any judgment entered therein. 21.Unenforceability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenfarceability shall not affect the remainder of such provision or any other provisions hereof 22. dMg4owo This Agreement may not be altered, amended,changed, waived,terminated or modblhd in any aspect or particular unless the same shall be in writing and signed by or on behalf of the party to be charged therewith. 23.Wgm.A,party may,at any time or fines,at its election,waive airy of the conditions to its obligations hereunder,but any such waiver shall be olocdvo only if contained in a wAting signed by such-party. No waiver shall reduce the rights and remedies of such party by reaaon of any breach of any other party. No waiver by any party of any breach hereunder.shall be deemed a waiver of any othor or subsequent breach. 24.Facsimile Siem, Each party(i)has agreed to permit the use,from time to time and where appropriate,of teleaopied signatures in order to expedite the transaction contemplated by this Agrvcurent,(n)intends to be bound by its respective teleoopied signature, Crii)is aware that the other will rely on the telecopled signature, and (iv) ackmowlcdges such reliance and waives any defenses to the cuforeement of the docum uts effecting the trw action contemplated by this Agreomexg based on the fiLct that a si&uturo was soul by We wpy. Page 8-PURCHASE AND SALE AGRZMNT o;tamt��zta,�ttrt�yatmwv�esssU�.aoa 10/25/2002 11:18 503, X290 RAMIS CREW PAGE 10 25.D01iY=OfPoasession.Possossion of the Property shall be;delivered to Purchaser on the Closing Date subject to the Permitted Exceptions. 26.Entire Aereemant.This A$r'eernent constitutes the entire agreement among the parties with respect to the subject tatter hereof and supersedes aU prior ageemeuts, oral or written, ms e s or implied,and all negotiations or discussions of the parties,whether oral orwritten,and there are no warranties,representations or agreements among the parties in connection with the subject nuWcrhereof except as set firth herein. THE PROPERTY DESCRIBED IN TJM INSTRUMENT MAX NOT BE WITHFN A FIRE PROIEMON DISTRICT PROTECTING STRUC'T'URES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS WMCH, IN FARM OR FOREST ZONES, MAY NOT AMMRIZE CONSTRUCTION OR SITING OF A RESME NCE-AND WAICH LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930 IN ALL ZONES.AFXORE SIGNING OR ACCEPTING THIS INSTRUMENT THE PERSON ACQUIRING FEE TIME TO TAE PROPERTY SHOULD CIECK WITH nM APPROPRIATE C[T`Y OR COUNTY PLANM OG D33PART4IENT TO VERIFY APPROVED USES AND WaSTENCE OF FIRE PROTECTION FOR STRUCTURES, The City of Tigard,an Oregon municipal corporafma By- Jt�� LAJ By Fred W.Fields Its: Page 9-PURCMME AND SALE AGREEMENT v:�➢ml8enurT�t3�L�tagslnlCtoou�mds�kAk5UI12SUZ13oe _ 4 10/33'/2002 15:22 FAX 50369472$7 City of Tigard 1010 I hIonahen 2 . oo ape 9 the Closing Date subject to the Permitted Exceptions. 26.Entire Agreement,This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, oral or written, express-or implied,and all negotiations or discussions of the parties,whether oral or written, and there arc no wa=ties, representations,or agrccmcnts among the parties in connection with the subject matter hereof except as sot forth herein. TII]? PR0PI:R7'Y Ui3SCRIBLrD TN TIIIS INSTRUMENT MAY NOT BE WITTEN AFI E PRO'TEC'ITONDISTRICT PROTECTiNQ STRUCTURES.TBE' PROFURTY1S SUI3TSC1 TO LAM USE LAWS ANn RROULATIONS 'WHICH,IN FARM OR FO PST ZON9S, MAY NOT AUTHOR=CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR POPTST PRACTICES AS DEFINFD.IN ORS 30.930 IN ALI,7DNES.BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT TIE PERSON ACQUIRING FEE TITLE -TO THE PROPERTY SHOULD CHECK WITH TRE APPROPRIATE CITY OR COUNTY PLANNING DEF'ARTMFN 1TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES. The City of Tigard,an Oregon municipal corporation B By: Fred W.Fields Its: ttj I t Page:9-OPTION AGREEMENT I (3:�ftoal_Fsta6alTi0ardlLitrrery9l(e1boCUmet11s1P455(102802j.doc FROM :LIEN 2: COOPER PC: FAX NO. :503-10-92 3190 13 2002 05:30PM P2 11/13/2902 16:15 5033L 30 fqAMIs GW-w e? Ll[ClzlgsL AGRJJWNT This License Agreement{"Agreement')is made and effective the day of November, 2002,by and between TEM CITY OF TIGARD, un Oregon tmuucipal c0rp0182i0m ("'City")and FAW W.FMIDS{"]Eiold�")• Itecdtals A. City is the Owner of cat inn real property in the City of Tigard,Washinoon County, Oregon described in P.achbit A attached(the"CityyProperty")•. B. Fields is the ow=of other reel Mperty in the City of Tigard,Washing County,Oregon sed described in Exlloa'bit B attached(lite"Fields Property"). The Fields Property is located to the east of and sAiWent to the City PMPetty, C. :Fields desires a license to ores$the City Property for purposes of maintaining the Fields Property, and if WASSOZY,an eaeeeaemt for iVess, egress and utilities to service potential development of the Pieria Property. The City is willing to grant Fields such a license.By this Agreenent,the pard"intend to set forth the terns of said license and possible easemmm. NOW EFOXE,for good and vahzable eonsidWWOn,the receipt and sufficiency of which are a*W wledged,the City anis'Fel&agree ea follows: Agreement 1. Lce.nse to Cross En": Fields, and his agents, arnployees,representa&e9 and cotes,xray cross the City Property only at the locidon described in Exhibit C attvJW hereto{the"License Araa"j,and only for the purpose of maintaining the Fields property. The rights Wanted to Fields are subject to the terms and 0OAditions set forth in this.Agreement. 2 The following are condi]ens precedent to the fi&of Fields to elms the City PropejtY: 2.X jam. Fields shall obtain insurance for propel damage and liability in a four►,,with limits, azul placed with we or more insurers,acceptable to the City and naming the City as an eddidiwd insured. Such policy(ies)of insurance shall provide, along with other te=acceptable to the City,that no texnunation of or change M such policy(im)may be effected wWWUt not less true thirty(30)days' prior written notice to the City. Fields will provide t+a the MY policies or ceati$ioon in evil we of such insuraaae Priam to any exercise of the zigbts granted heron, sand shad keep such policy Of policies of insurance in fuel fom and effect tb roughmt the term of this Agreement and any a aamiona or renewal hereof FROM :LIEN & COOPER PC Fk> NO. :503-E92 3192 tIv.. 13 2002 05:31PM P3 11/13/2002 16:16 50330L Al RAMI5 CREW rase ©a 2 2 Fields will Wt 0DW 0nW the CAV Property"tupon not lases thanteat(10)days prior writtanhterbel native Swan to the City Engineer. 3 �Amof� __,�• .,�Rp --- tF .�ne�;re End ofTetna. This Agreetneatt wrill eotnmettoe cut the oilkadvc date heraf,and will cormrnie in operation, until conarwaon of the extension of Well Strad$om>call g evard to the Fields Property(the"Wall Street Extension"). During the term of hisAgrament,the Ufor the agrees to take action,necamuY to delineate a savmttty(70)fow Wall Street Toension.if true Wall Streak Vxtadon bas not been constructed by the second(21A)anniveraary of'the.effective date of this Airmnant,the iiceme to use the License Area described in Exlu'bit C will termift8tc. Natwithstattdin8 the fof egg if the Wall Street Extwuion his not been amntructed an or betbre the second(2 )anniversary of-the effieadve date of this Agreamtmt,the City Will Pft to Fields,prior to efkl6on of the liven®, an easemaut sufficient to provide for mess, wem and installation of utilities servicing the Fields Property. Said easement will be oorrmprised of the soutl►erlY fifty(So)fbet of*a City Property(the"F.aseanettt Ages'). The Essemeat Area,when added to an;atilaoent twetny(20)Root wide sWp of pmp=V muTatly owned by Fields, will provide a seventy(70)foot wide&news and utility wap to serve the Fields Property, Said ea mea will remain effwd"1100 the wall Suva Ddension is complete and.Arst opened for public use. 3.1 Upau exsaution of this Agreement by the parties,Fields and the City will jointly engage the smvice8 of Ze11&Associates to appraise the dalr market value ofthe Euemmd Area sod that pordon of the Nnft►(20) foot wide strip of property owned by Fields and doecribed above that Lias within the area deliateated ibr the Wall Street Padension. The fee for mid apprahm!will be paid by Fields. In consideration fizr the gm*of the eawmerA dmmlmd in Section 3 above, Fields will pay to the City the diffetanoa betwaon the spprdsed value of the Easement Area and the appraised value of tbat portion of the tweatty(2o)foot wide strip owned by Fields that lies wN%ln the delincatian for the Wall Street Estensioan. Attackmd as Exhibit D is a map g®mm Illy describing the scams of the delineartion of the Wall Street Bxumiorr, the twenty(2o)foot wide strip of propmty owned by Fields, and the Emsetrtertt Area 4, Cg. Fields indemnifies and holds harmless the Ciky from arty and all claims,harm or loss arising frt+m or related to Fields'c e y orae or mm of'the City property. This duty to indemxa4 the City includes the duty to Wend the City, at Fields' coat,from and a$ainet any stub claims,harm or lass by cowl rely acceptable to the City. 5, Aftmm'Fees. If any acWn,including action pursuam to bataiauptcy laws,is initiated to itttexpW or enforce the teams of this Agreemad,the prevailing party in such action shall be acatitled,in addiO=to all other rdidthat may be granted,to an award of attorneys'fiem ad casts of action at trial and on appeal and review. FROM :LI=N C:OOPtR PC: FAQ; NO. :50.3-C-92 319: Nov. 13 2002 05:31PM P,41 11/1312802 16:26 0633L .. -50 RAMIS CREW FF2E 04 (. Entire A/Ma++ Ilaffindinn, ffCoLfti$CStim, T{8 Agreement contains the ent c understanding and agteemeW of the parties with regard to the subject matter hereof,and supereedeg any and all prior, contaWoraoeuw and subsequent representations, statements,negotWons and 41=sxions of the parties. This Aggrecment is bin ft on the hairs,Succemors and au4p of the parties herr,and May riot be amended or modified owept by written instrument signed by the pardou IN WITNESS WHEREOF,this Agreement has been signed by the parties effective the date first above written. TM CITY OF nGARU, an wagon municipal corporation By- Williem A.Monahan, City Maweff Fre W.Fields 4:1�.01�,�oq�l��ard\Ll�y�eolaua�mfllGo�A�S(1113at}dau