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99-062912.1 & 97-053705 - Cook Park Gray/Lamb Property RAMIS CREW CORRIGAN & BACHRACH LLP October 8, 1999 ATTORNEYS AT LAW 1727 N.W. Hoyt Street Portland, Oregon 97209 Sarah i. Harris (503) 222-4402 Legal Assistant Fax: (503) 243-2944 Direct Dial (503) 306-0241 Direct Fax: (503)306-0290 E-mail:. sarahh@rccb.com JEFF H. BACHRACH MARK L. BUSCH D. DANIEL CHANDLER++ AMY- CHESNUT Duane Roberts CHARLES E. CORRIG" City of Tigard STEPHEN F. CREW 13125 SW Hall Boulevard HEIDI T. DECKER"' MARTIN C. DOLAN Tigard, OR 97223 GARY FIRESTONE' WILLIAM E. GAAr RE: Charles Lamb and Zada A. Lamb / R. A. Gray and Linda D. Gray DAVID H. GRIGGS 0. FRANK HAMMOND* ALLISON P. HENSEY+ Dear Mr. Roberts: KELLY M. MANN T. CHAD PLASTERS TIMOTHY V. RAMIS Enclosed with this letter is a fully executed' !'recorded "eppointment Of WILLIAM J.. STALNAKER Successor Trustee, Request For Reconveyance, And Reconveyance Of Trust Deed for the above referenced matter: Please keep it in a secure place JAMES M. COLEMAN with the other documents relating to this transaction. DOMINIC G. COLLETTA`* JOHN R McCULLOCH, JR. Please don't hesitate to call me at any time I may be of assistance. OF COUNSEL SAI.EM OMCIZ Very truly yours, ,21 Oaks Office Building 525 Glen Creek Rd:, NW Suite 300 Salem, Oregon 97304 Sarah L. Harris (503) 363-9604 Legal Assistant Fax: (503) 363-9626 SLIV SOUTHWEST WASHINGTON OFFICE Enclosure First Independent Place 1220 Main Street, Suite 451 C:\ORCC\DGC\TIGARD\Caaresponden V-=b-Gray Docs I& wpd Vancouver, Washington 98660-2964 (360) 699-7287 Fax: (360) 699-7221 *Also Admitted To Practice In Washington **Also Admitted To Practice In California ***Admitted to Practice in Utah Only ++Also AdmitW.To Practice In Washington and Montana +Also Admitted to Practice in Alaah r ATE OF OREGON • - } SS 0bunty of Washington 1, Jerry n r of Assess- ment and n~`ari v o County AFTER RECORDING RETURN TO: Clerk for i _ tify that 0-Donnell, Ramis, Crew the within i e ceived ord ATTN: Dominic Colletta and ree book Of of said county. 1727 NW Hoyt Portland, Oregon 97209 - - - - - - - - - - - - - - - - - - - - - R. H dn, Director of APPOINTMENT OF SUCCESSOR TRUSTEE, _Taxation, Ex- REQUEST FOR RECONVEYANCE, AND lerk - OC 99062912.1 RECONVEYANCE OF TRUST DEED (Lost Note and/or Trust Deed) Rect: 232250 26.00 05/24/1999 10:34:58am O V N RECITALS W J A. The parties to this instrument are: Z C) Present Beneficiary CHARLES LAMB AND ZADA A. LAMB, as tenants by the entirety, as to an undivided 1/2 interest and R.A. GRAY O AND LINDA D. GRAY, as tenants by the entirety, as to an undivided 1/2 interest, all as tenants in common Successor Trustee Oregon Title Insurance Company B. The undersigned beneficiary, herein "Beneficiary," is the present holder of the obligations secured by the trust deed (herein "the Trust Deed") whose parties, date and recording information are as follows: Grantor City of Tigard, Oregon Original Trustee Oregon Title Insurance Original Beneficiary: CHARLES LAMB AND ZADA A. LAMB, as tenants by the entirety, as to an undivided 1/2 interest and R.A. GRAY AND LINDA D. GRAY, as tenants by the entirety, as to an undivided 1/2 interest, all as tenants in common Date 6-10-96 Recording Date 6-11-97 Recording Reference : 97053706 County of Recording : Washington C. Beneficiary has received payment in full of the note (herein "the Note") and other obligations secured by the. Trust Deed and desires to appoint Oregon. Title Insurance Company, an Oregon corporation, herein "Trustee," as successor trustee for purposes of reconveying the Trust Deed. APPOINTMENT AND RECONVEYANCE 1. HOLDER OF INDEBTEDNESS. Beneficiary warrants that it is the legal owner and holder of all indebtedness secured by the Trust Deed, which indebtedness has been fully paid and satisfied. 2. APPOINTMENT OF SUCCESSOR TRUSTEE. Beneficiary appoints Trustee as successor trustee under the Trust Deed, with all the powers provided therein and allowed by law. (Continued) /-3 Page 2 Continued 3. REQUEST FOR RECONVEYANCE. Beneficiary requests and directs Trustee, on payment to Trustee of any sums owing to Trustee under the Trust Deed or provided for by law, to waive cancellation of such evidences of indebtedness secured by the. Trust Deed as may not be found by Trustee and to reconvey, without warranty, to the parties designated by the terms of the Trust Deed the estate now held by Trustee under it. All sums secured by the Trust Deed have been fully paid and satisfied. This Request waiving cancellation of the Note and requesting full reconveyance is given to Trustee in lieu of tender of the Note and execution of any provision on the Trust Deed to request its full reconveyance, inasmuch as the.Note and/or Trust Deed have been lost or misplaced. 4. INDEMNIFICATION. In consideration of Trustee's reconveyance herein of the Trust Deed, Beneficiary, jointly and severally, for themselves, their heirs, personal representatives, successors and assigns, hereby covenant and agree forever fully to protect, defend and save harmless Trustee from any and all losses, costs, damages, attorney fees and expenses of every kind and nature which the Trustee may suffer, expend or incur as a consequence of the performance of the execution of this instrument and delivery and recordation of same and of Trustee's performance of Trustee's duties hereunder. 5. RECONVEYANCE. Trustee hereby grants, bargains, sells and conveys, but without any covenant or warranty, expressed or implied, to the persons legally entitled thereto, all of the right, title and interest under the Trust Deed now held by Trustee in and to the property covered by the Trust Deed and more. particularly described as follows: Parcel No. 2, according to PARTITION PLAT NO. 1993-078, in the City of Tigard, filed August 3, 1993, Records of the County of Washington and State of Oregon. BENEF. Y i (Individ a N ) (Corpor ion N me) R. Gray Charles Lamb Linda Gray2 q q Z a ZLa D ate: Da { 19 1 (Continued) Page 3 Continued TRUSTEE OREGON TLE 7IURANCE OMP Y By: 8 A - " STATE OF County of Th foregoing instrument was acknowledged before me this XI-day of 19 . by R. A. Gray and Linda D. Gra . OFFICIAL SEAL Notary P blic for Ore o TERRYC L. HUBEL g ; NOTARY PUBLIC - OREGON My Commission Expires IyUV Z~I (Q~`~ . COMMISSIONNO.047915 Fq CO AM!SSION EXPIRES NOV. 21,1999 STATE OF OREGON, COUNTY OF Gh5 ULLV> 6 s s . The foregoing instrument was acknow -~ef~,- -fix of March, 1999, by Charles Lamb and Zada Lamb. OFFICIAL SEAL TERRYE L. HUBEL C~~Om_ "J- @ NOTARY PUBLIC- OREGON COMMISSION NO.047915 . Notary P lic for OregoT MY COMMISSION EXP;RESNov. My Commission Expires: U yxyi STA The foregoing instrument was acknowle ed before me this -o day of 19_Uby (name:) r 6o,g if-a ti z as (title:) S e of Oregon Title Insurance Company.on behalf of the corporation. ~ . OFFICIAL SM Notary Public for Oregon { LINDA SIMMONS My Commission Expires: NOTARY PUBLIC -OREGON COMMISSION NO. 321197 OTIC Form No. 525.2 MY COMMISSION EXPIRES MAR. 1, 2003 M E q C 4First A erican Title Insurance C .npany of Oregon- An assumed business of TITLE INSURANCE COMPANY OF OREGON 1700 S.W. FOURTH AVENUE, PORTLAND, OR 97201-5512 (503) 222-3651 FAX (503) 790-7865 or (503) 790-7858 October 20, 1998 PrnFIVED OCT 21 1998 PS-0j. No. ASSOC. SSOCjIyC Order No. 863323 KAMPE Re: City of Tigard LOT BOOK SERVICE Fee: $225.00 Kampe Associates, Inc. 16154 SW Upper Boones Ferry Ro Bldg C Por tland, OR 97224 Attention: David Grassel We have searched our Tract Indices as to the following described property: For legal description see Exhibit "A" attached hereto; and as of October 14, 1998 at 8:00 a.m.: We find that the last deed of record runs to: CITY OF TIGARD, an Oregon municipal corporation; We also find the following apparent encumbrances within ten years prior to the effective date hereof: 1. Statutory Powers and Assessments of Unified Sewerage Agency. 2. The rights of the public in and to that portion of the premises herein described lying within the limits of roads, streets or highways. 3. Rights of the public and of governmental bodies in and to that portion of the premises herein described lying below the high water mark of the Tualatin River and the ownership of the State of Oregon in and to that portion lying below the high Water mark thereof. 4. Any adverse claim based upon the assertion that some portion of said land has been removed from or brought within the boundaries thereof by an avulsive movement of the Tualatin River or has been formed by the process of accretion or reliction or has been created by artificial means or has accreted to such portion so created. 5. Covenants, Conditions and Restrictions, in the terms and provisions thereof, but deleting restrictions, if any, based on race, color, religion, sex, handicap, familial status or national origin, imposed' by instrument, Recorded April 9, 1962 in Book 460, page 414 (Affects Parcel V) RFCEIVS D Page 2 OCT 2 1 1998 Order No. 863323 Proj. No. 1 g o 3 Z KAMPE ASSOC. INC 6. Covenants, Conditions and Restrictions, including the terms and provisions thereof, but deleting restrictions, if any, based on race, color, religion, sex, handicap, familial status or national origin, imposed by instrument, Recorded July 24, 1962 in Book 468, page 138 (Affects Parcel V) 7. An easement created by instrument, including the terms and provisions thereof; Recorded August 17, 1978 as Fee No. 78 36864 Favor of Unified Sewerage Agency of Washington County For A sewer or sewers Affects The Northerly 40 feet of the Southerly 90 feet of Parcel. II 8. An easement created by instrument, including the terms and provisions thereof; Recorded November 27, 1978 as Fee No. 78051784 Favor of Unified Sewerage Agency of Washington County For Sewer Affects The Northerly 20 feet of the Southerly 90 feet of Parcel IV 9. An easement created by instrument, including the terms and provisions thereof; Recorded December 31, 1981 as Fee No. 81043180 and Recorded January 14, 1982 as Fee No. 82001014 Favor of Portland General Electric Company, an Oregon corporation For Underground electric power lines and appurtenances Affects The Southerly portion of Parcels II and III and Northwesterly portion of Parcel V 10. An easement created by instrument, including the terms and provisions thereof; Recorded November 2, 1987 as Fee No. 87055034 Favor of The City of Tigard For Permanent sanitary sewer Affects A portion of Parcel IV 11. Agreement For Easement, including the terms and provisions thereof, Dated' June 25, 1992 Recorded July 27, 1992 as Fee No. 92051639 Between School District 23J, Washington County, Oregon, Charles Lamb and Zada Lamb, as to an undivided one-half interest and R.A. Gray and Linda D. Gray, as to an undivided one-half interest (Affects Parcel IV) 12. Restrictive Covenant to Waive Remonstrance, pertaining to street improvement, including the terms and provisions thereof Recorded August 12, 1993 as Fee No. 93066067 (Affects Parcel IV) 13. An easement created by instrument, including the terms and provisions thereof; Recorded November 2, 1993 as Fee No. 93090984 Favor of City of Tigard For Sanitary sewer Affects The Northerly portion of Parcel IV RFCEIVEn OCT211998 Page 3 Proi. No. 9 $ 0 Z Order No. 863323 KAMPE ASSOC , INC 14. Trust Deed, including the terms and provisions thereof, given to secure an indebtedness of $150,000.00 Dated June 10, 1996 Recorded June 11, 1997 as Fee No. 97053706 Grantor City of Tigard, an Oregon municipal corporation Trustee Oregon Title Insurance. Company Beneficiary Charles Lamb and Zada A. Lamb, husband and wife, as to an undivided 1/2 interest and R. A. Gray and Linda D. Gray, husband and wife, as to a 1/2 interest (Affects Parcel IV) 15. Unrecorded leases or periodic tenancies, if any. We have also searched our General Index for judgments and. state and federal tax liens against the above named grantees and find the following: -NONE- We also find the following unpaid taxes and city liens: 1. City Liens, if any, of the City of Tigard. THIS IS NOT A TITLE REPORT, since no-examination has been made of the title to the above described property. Our search for apparent encumbrances was limited to our Tract Indices and therefore above listings do not include additional matters which might have been disclosed by an examination of the record title. We assume no liability in connection with the Lot Book Service and will not be responsible for errors or omissions therein. The charge for this service will not include supplemental reports, rechecks or others services. FIRST AMERICAN TITLE INSURANCE COMPANY OF OREGON MICHAEL K. SHOWALTER Commercial Title Officer (503) 790-7852 MKS:aIr THANK YOU FOR CHOOSING FIRST AMERICAN TITLE We look forward to assisting you in all of your We and escrow needs Order No. 863323 EXHIBIT "A" RFPEIVEI) OCT 2 1 1998 PARCEL I: Proj. No. g 0003,'Z KAMPE ASSOC. INC A parcel of land in the North one-half of Section 14, Township 2 South, Range 1 West, of the Willamette Meridian, in the City of Tigard, County of Washington and State of Oregon, being more particularly described as follows: Beginning at a point on the South line of the Solomon Richardson Donation Land Claim No. 44 that is 89°56'20" West along said South line a distance of 660.00 feet from the Southwest corner of the East one- half of the said Donation Land Claim; thence South 89°56'20" East along said South line a distance of 1276.70 feet to a point that is North 89°56'20" West along said. South line 50.00 feet from the Northwest corner of that certain tract of land described in Book 127, page 125, Washington County Deed Records; thence South 0°33'30" West parallel to the West line of said certain tract a distance of 186.32 feet to a point; thence South 81 ° 10' West a distance of 900 feet, more or less, to the Tualatin River; thence Northwesterly along said river 450 feet, more or less, to a point that bears South 0°03'40" West from the point of beginning; thence North 0°03'40" East to the point of beginning. PARCEL II: Those certain real premises in Section 14, Township 2 South, Range 1 West, of the Willamette Meridian, in the City of Tigard, County of Washington and State of Oregon, described in Contract from John Bilyeu, et ux, to Albert W. Polchow, et ux, dated November 1, 1963, recorded in Book 499, page 491, Washington County Deed Records, EXCEPTING that portion thereof described as follows: Beginning at a point on the South line of the Solomon Richardson Donation Land Claim No. 44 that is 89°56'20" West along said South line a distance of 660.00 feet from the Southwest corner of the East one- half of the said Donation Land Claim; thence South 89°56'20" East along said South line a distance of 1276.70 feet to a point that is North 89°56'20" West along said South line 50.00 feet from the Northwest corner of that certain tract of land described in Book 127, page 125, Washington County Deed Records; thence South 0033'30 West parallel to the West line of the said certain tract; a distance of 186.32 feet. to a point; thence South 81010' West a distance of 900 feet, more or less, to the Tualatin River, thence Northwesterly along said river 450 feet, more or less, to a point that bears South 0°03'40" West from the point of beginning; thence North 0°03'40" East to the point of beginning. PARCEL III: Beginning at the Northwest comer of that certain tract of land conveyed to John Scheckla by Deed of Record in Book 127, page 125, Deed Records, in the City of Tigard, County of Washington and State of Oregon, in Section 14, in the Northeast one-quarter of Section 14, Township 2 South, Range 1 West, of the Willamette Meridian, in the County of Washington and State of Oregon, said point being on the South line of the Solomon Richardson Donation Land Claim No. 44; thence West along the South line of said Solomon Richardson Donation Land Claim No. 44, 50.00 feet, more or less, to the Northeast corner of that certain tract conveyed by Donald S. Pollock, et ux, to the City of Tigard by Deed of Record in Book 1002, pages 865-866, Deed Records of Washington County, Oregon; thence South along the East line of said land so conveyed by Pollock to the City of Tigard to a point on the South line of the Northeast one-quarter of said Section 14, Township 2 South, Range 1 West, of the Willamette Meridian, which bears South 89° 54'40" West 50 feet, more or less, from the Southwest comer of said Scheckla Tract, as described in Book 127, page 125, Washington County Deed Records; thence North 89° 54'40" East 50 feet, more or less, to said Scheckla Tract's Southwest comer; thence North along the West line of said Scheckla Tract to the point of beginning. PARCEL IV: Parcel 2, PARTITION PLAT NO. 1993-078, in the City of Tigard, County of Washington and State of Oregon. EXHIBIT "A" continued ` Page 2 Order No. 863323 R F C; F 1 V E n OCT 2 1 1998 Proi. No. ! g 0 3 7 PARCEL. V: KAMPE ASSOC . INC Beginning at an iron rod on the North line of the Southeast one-quarter of Section 14, Township 2. South, Range 1 West, of the Willamette Meridian, in the City of Tigard, County of Washington and State of Oregon, 1175.0 feet West of the quarter corner on the East line of said Section 14; running thence South at right angles to said North line 548.8 feet to an iron; thence continuing South 75 feet to the center of the Tualatin River; thence upstream in the center of said river 2800 feet, more or less, to the West line of the Southeast quarter of said Section 14; thence North 150 feet, more or less, to the center of said Section 14; thence East 1466 feet to the place of beginning. f THIS MAP IS `NISHED AS A CONVENIENCE IN LOCATING I ERTY AND THE COMPANY ' AMER, C ASSUMES 14 ABILITY FOR ANY VARIATIONS AS MAY BE DISi-LOSED BY ACTUAL SURVEY ~3t First American ritle Insurance Company of Oregon An assumed business name of TITLE INSURANCE COMPANY OF OREGON 1700 S.W. FOURTH AVENUE. PORTLAND, OR 97201-5512 (503) 222-3651. - 2S 1W 14A & 2S 1W 14AC & 2S 1W 14D (REDUCED) R F 1 V E f) OCT--2~-1Q98 Proj. No. KAMPE ASSOC. INC - • • Cfw•r t.." tlrtl s/tO.~~r ACTffIOM O LC I z- 23-74 r f1 lsoo alrw 11.4 0 r~ - X1"'1 0 .14 4 I I g t 9 I e. I V 40 S or sr 34, • . ~ I .aaatasit as avaaa~'~f: °a aa_~,a amt aaaaa aaaaa.a a. y. !00 101 i1\1.•fr/{) Ull~ 40 y IM X$V[e v 2 3 1 4 I 'tits ~4r t+ h ~ F T~ SE MAP ZS I 14CA a s Sol svta.sw va Sa+ ~ ~ . - Y.J9dQ ' R S\y~~~ 500 ei %'r jJJ y STATE C IEGON County of Washington SS OREGON TITLE I, Jerry J3. Hanson, Direr of Assess- I + II surance Company ment and fion and Ex~di`dgo County Clerk ford county, 'do hereby,'certify that the with °'iWroment of writing was received and re- rftd in book of records'-of said county. After Recording, Return to: City of Tigard 13125 SW Hall Blvd Tigard, Oregon 97223 Jerry R. Hanson, Director of Assessment and-Taxation, Ex- quested, tax statements Cff'~io£,vu"" 'Clerk Until a change is re shall be sent to the following address: Doc 97053705 Same as Above Rect: 188081 18.00 06/11/1997 02:35:39pm Q STATUTORY WARRANTY DEED - - v (Individual) c0i (Above Space Reserved for Recorder's Use) Charles Lamb and Zada A. Lamb, Husband and Wife, and R. A. Gray and Linda D. Gray, Husband and. Wife Z conveys and warrants to Q City of Tigard, an Oregon municipal corporation ui p the following described real property in the State of Oregon and County of Washington free of encumbrances, except as specifically set forth herein: Parcel No. 2, according to PARTITION PLAT NO. 1993-078, in the City of Tigard, filed August 3, 1993, Records of the County of Washington and State of Oregon. Tax Account Number(s): 2S1 14A 1000 This property is free of encumbrances, EXCEPT: 1. The-subject property lies within the boundaries of the Unified Sewerage Agency and is subject to the levies and assessments thereof. (Continued) The true consideration for this conveyance is $300,000.00 THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLA- TION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRU- MENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS ON LAW- SUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. DATED thi Ada of June, 1997. har1es amb Za La R. Gr Linda D. Gray STATE OF OREGON, COUNTY F Multnomah)ss. he foregoing instrume was acknowledged before me this iv- day of June, 1997, by Char es Lamb and Zada A. Lamb, Husband and Wife, and R. A. Gray and Linda D. Gray, Husband and OFFICIAL SEAL ANGELA M. RIVERS NOTARY puBLIC-OREGON N kmmission Public f Oregon COMMISSION N0.041818 E fires: 4-6-99 MY COMMISSION EXPIRES APRIL 8, 1898 My Order No.: 124131w STATUTORY WARRANTY DEED (Continued) ENCUMBRANCES (Continued) Order No.: 124131w 2. An easement created or disclosed by instrument, including the terms and provisions thereof, Dated November 13, 1978 Recorded November 27, 1978 as Recorder's Fee No. 78051784 In.favor of Unified Sewerage Agency of Washington County For Sewer Affects 20 feet of the Southerly 90 feet Also.delineated on the recorded Partition Plat. (Please see recorded document for details) 3. Restrictive covenants to waive future rights of remonstrance against the formation of a local improvement district, Recorded August 12, 1993 as Recorder's Fee No. 93066067 Type of Improvement Street. o _ • O DONNELL RAMIS CREW JUN 0 5 1997 CORRIGAN & BACHRACH JEFF H. BACHRACH ATTORNEYS AT LAW CLACKAMAS COUNTY OFFICE PAMELA J. BEERY 1727 N.W. Hoyt Saves 181 N. Grant, Suite 202 MARK L BUSCH Portland, Oregon 97209 Canby> Oregon 97013 D. DANIEL CHANDLER TELEPHONE: (303) 266-1149 DOMINIC G: COLLETTA" TELEPHONE (303) 2=A402 CHARLES E. CORRIGAN* PA)L(503) 243-2944 STEPHEN F. CREW VANCOUVER, WASHINGTON OFFICE MARTIN C. DOLAN F rd Independent Place PAUL C. ELSNER PLEASE REPLY To PORTLAND OFFICE 1220 Main Street, Suite 451 GARY F. FIRESTONE' Vancouver, Washington 98660-2964 WILLIAM E. GAAR TELEPHONE: (360) 699-7287 0. FRANK HAMMOND* FAX: (360) 699-7221 KENNETH D. HELM June 3, 1997 MALCOLM JOHNSON' MARK P. O'DONNELL JAMES M COLEMAN JAMES E. OLIVER. JR. SUSAN J. WIDDER TIMOTHY V. RAMIS SPECIAL. COUNSEL WILLIAM J. STALNAKER • ALSO ADMITTED TO PRACTICE IN WASHINGTON ALSO ADMITTED TO PRACTICE IN CALIFORNIA ALSO ADMITTED TO PRACTICE IN WASHINGTON AND MONTANA Mr. William A. Monahan City of Tigard 13125 SW Hall Boulevard Tigard, OR 97223 Re: Tigard/Cook Park Transaction Sellers: Robert Gray and Linda Gray, Charles Lamb and Zada Lamb Dear Bill: Enclosed please find three duplicate originals of the Purchase and Sale Agreement and Joint Escrow Instructions for execution by the City. Please execute all three originals and return two fully executed original to this office. We will retain a copy for our file and forward the duplicate originals to the sellers in this transaction. Please call me if you have any questions. Very truly yours, Nancy K Legal As t /nak Enclosures cc: Pamela J. Beery (w/o encl.) t. PURCHASE AND SALE AGREE1VIENT BETWEEN: Charles Lamb and Zada A. Lamb, husband and wife, and R. A. Gray and Linda D. Gray, husband and wife, (collectively "Sellers") AND: City of Tigard, an Oregon municipal corporation, ("Purchaser") RECITALS Sellers own fee simple title to the real property described in Attachment "A", attached hereto and incorporated herein by reference. Sellers desire to sell, and Purchaser desires to purchase, the property described in Attachment "A," any improvements located thereon. and all rights appurtenant thereto (the "Property"), on the terms and conditions stated herein. AGREEMENT 1. Purchase and Sale of Property. Sellers agree to sell the Property to Purchaser, and Purchaser agrees to purchase the Property from Sellers, at the Purchase Price set forth below, on the terms set forth in this Agreement. 2. Purchase Price and Payment of Purchase Price. 2.1 Purchase Price. The purchase price for the Property shall be THREE HUNDRED THOUSAND AND N01100 DOLLARS ($300,000). 2.2 Escrow. Upon full execution hereof by both parties, Purchaser shall submit a fully executed original of this Agreement to Oregon Title Insurance Company, which shall serve as escrow agent. 2.3 Payment of Purchase Price. The purchase price of $300,000 shall be paid as follows: $150,000 due at Closing, $75,000 due on January 2, 1998, and $75,000 due on January 2, 1999. The unpaid balance shall accrue interest at the annual rate of 7.00% from the date of Closing. Each annual payment shall be the stated amount, together with interest accrued to the date of payment. Payments may be made by mailing them on or before the due date to the Sellers at the address noted in this agreement or such other address provided by Sellers in writing. Sellers will prorate proceeds among themselves as they shall mutually agree. The unpaid balance of the purchase price shall be evidenced by a promissory note made by Purchaser in favor of Seller or order, and secured by a deed of trust on the Property. 3. Closing. As used in this Agreement, "closing," "date of closing" or "closing date" shall mean the date of the recording of the deed described in Section 5 below. Closing shall occur no later than sixty (60) days after Seller's execution hereof or as soon as reasonably possible thereafter. The Sellers shall pay the cost of a standard coverage owner's title insurance in the amount of the purchase price, and the parties will share equally the cost of escrow services; Page 1 - PURCHASE AND SALE AGREELIENT - City of Tigard/Cook Park recording fees, and transfer taxes. All real property taxes shall be prorated to the date of closing. 4. Conditions Precedent to Closing. Purchaser's obligations to purchase the Property are , subject, at Purchaser's discretion, to the occurrence and satisfaction of each of the following conditions precedent: 4.1 Approval. The Tigard City Council shall have approved the purchase of the Property. 4.2 Title. Sellers shall deliver good and marketable title to the Property and the title policy as required by Section 5 of this Agreement, subject only to those exceptions acceptable to Purchaser. 4.3 Environmental Review. Purchaser shall have conducted an environmental review and audit of the Property, at its option, indicating to the satisfaction of Purchaser that the Property does not contain, either on its surface or in its subsurface or underlying water table, any Hazardous Materials as defined in Section 7 below. 4.4 Covenants and Representations. All of the representations, warranties and covenants of Sellers contained herein shall be true, accurate and complete and performed as required as of the date hereof and as of the date of closing. 4.5 Foreign Person Affidavit. Sellers shall execute and deliver at closing an affidavit containing Sellers' warranty and representation that Sellers are not foreign persons under IRC § 1445. 4.6 Survey. Purchaser may obtain or perform a survey of the Property, at Purchaser's expense, indicating boundaries, access and other conditions satisfactory to Purchaser. 5. Title Matters. 5.1 Preliminary Title Re~rt. No more than ten (10) days after the execution hereof, Purchaser shall obtain and furnish to Sellers a preliminary title report showing the condition of title to the Property, along with copies of all exception documents, surveys, partition plats and other documents in the possession of Seller or their agents dealing with the title and physical condition of the Property. Purchaser shall have thirty (30) days after receipt of the preliminary title report and exceptions within which to notify Sellers, in writing, of Purchaser's disapproval of any exceptions shown in the report. 5.2 Deed; Titles. Sellers shall convey title to Purchaser by a statutory warranty deed at Closing, conveying the Property free and clear of all liens and encumbrances except zoning ordinances, building and use restrictions, reservations and federal patents, and those other matters of record described in the preliminary title report, with no other exceptions unless accepted by Purchaser in writing. Sellers shall furnish to Purchaser a standard owner's title Page 2 - PURCHASE AND SALE AGREEMENT - City of Tigard/Cook Park i insurance policy in the amount of the purchase price, from the title insurance company named in Section 2 above, showing good and marketable title subject only to the exceptions stated above. Purchaser may elect to obtain an ALTA extended coverage title policy, in which event Purchaser shall pay the additional premium required therefor. 6. License and Possession. Sellers hereby grant to Purchaser a license to enter upon the Property at any time after the date hereof to conduct surveys, environmental tests and review, and other necessary studies. Purchaser shall be entitled to exclusive possession of the Property on and after the closing date. 7. Covenants, Warranties and Representations of Sellers. Sellers covenants, warrants and represents to Purchaser, as of the date hereof and the date of closing, as follows: 7.1 Title. Sellers warrant good and marketable title, good right to convey, quiet possession and further warrant that no work, labor or materials have been, or as of closing will have been, expended, bestowed or placed upon the Property which either remain unpaid or for which a lien may be filed. 7.2 Waste and Maintenance Obligations. Sellers shall not commit or suffer any waste of the Property, and agree to comply with all laws, regulations, ordinances and requirements of all governmental authorities applicable to the use or occupancy of the Property, up to the date of closing. 7.3 Ownership. Sellers shall not sell, contract to sell, assign, lease, or otherwise transfer the Property or any part of it,. nor grant an option to any party to acquire all or any portion of it.. 7.4 No Condemnation or Assessment Proceedings. There are no pending or threatened condemnation or similar proceedings or any assessments affecting any of the Property and, to the knowledge of Sellers, no such proceedings are contemplated by any governmental entity, except the City of Tigard, Oregon (Purchaser herein). 7.5 Litigation; Law. There is no litigation, arbitration, or administrative hearing pending before any governmental authority that concerns or affects the Property, or any portion. thereof, and, to the best if Sellers' knowledge, no such proceeding is threatened. To the best of Sellers' knowledge, the Property complies with all laws, ordinances, and governmental approvals and decisions that relate to them. 7.6 Hazardous Materials. As used in this Agreement, the term "Hazardous Materials" means any hazardous or toxic substance, material or waste as defined by any federal, state or local law. Sellers warrant, represent, and covenant as follows: 7.6.1 No Hazardous Materials. To the best knowledge of Sellers, there are no Hazardous Materials in, upon, or buried on or beneaththe Property and none has been emitted or released from the Property in violation of any federal, state or local laws. Sellers have not brought onto, stored on, buried, used on, emitted or released from, or allowed to be brought Page 3 PURCHASE AND SALE AGRE04ENT - City of Tigard/Cook park onto, stored on, buried, used on, or emitted or released from, the Property any Hazardous Materials in violation of any federal, state or local laws. In addition, to the best knowledge of Sellers, no above ground or underground storage tanks are located on the Property, including (without limitation) any storage tanks that contain, or previously contained, any Hazardous Materials, and Sellers agree not to cause or permit any such tanks to be installed on the Property before closing. 7.6.2 Indemnification. Sellers agree to indemnify, defend and hold the Purchaser and its officers, employees, and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims) or loss, including attorney fees, consultant fees, and expert fees, before or after closing arising from or in connection with the presence or suspected presence of Hazardous Materials present at any time before closing in the soil, groundwater or surface water, on or under the Property, unless the Hazardous Materials are present solely as a result of the negligence or willful misconduct of the Purchaser, its officers, employees, or agents. 7.7 Status of Sellers. Sellers warrant that, Sellers are not foreign persons, foreign partnerships, foreign corporations, or foreign trusts, as those terms are defined in IRC § 1445. 7.8 Breach of Agreements. Neither the execution of this Agreement, nor the execution, delivery, or recordation of any document or agreement referenced herein, nor the closing of the transaction contemplated herein, constitutes or will constitute a default under any other agreement or contract that relates to the Property or to which Sellers are a party. 7.9 Contracts and Leases. Sellers warrant that, as of the Closing Date, there will be no parties or trespassers in possession of any of the Property, and there will be no leases affecting the Property, and that there are no maintenance or service contracts or other contracts affecting the Property. 8. Remedies. The parties shall be entitled to such remedies for breach of contract as may be available under applicable law, including without limitation the remedy of specific performance. 9. Waiver. Failure by Sellers or Purchaser to enforce any right under this Agreement shall not be deemed to be a waiver of that right or of any other right under this Agreement. 10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, personal representatives, successors and assigns. 11. Attorneys' Fees. In any action to interpret, construe or enforce this Agreement, or any part hereof, the prevailing party shall be entitled to its reasonable costs and attorneys' fees, including any title insurance premiums or other title company charges and including fees and costs on any appeal. This provision shall include prevailing fees in any adversary proceeding in bankruptcy, including motions for relief from stay. Page 4 - PURCHASE AND SALE AGREEMENT - City of Tigard/Cook Park 12. Intention. Modification. or Amendments. This Agreement contains the entire agreement of the parties with respect to the Property and supersedes all prior written and oral negotiations and agreements with respect to the Property. Any modifications, changes, additions, or deletions to this Agreement must be approved by Sellers and Purchaser, in writing. 13. Governing Law; Interpretation. This Agreement shall be governed by the laws of Oregon. If a court holds any portion of this Agreement to be void or unenforceable as written, Sellers and Purchaser intend that such portion of this Agreement be enforced to the extent permitted by law, and that the balance of this Agreement remain in full force and effect. 14. Good Faith; Further Assurances and Additional Documents. The parties covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of their respective obligations. The parties shall execute and deliver any additional papers, documents and other assurances and shall otherwise perform as reasonably necessary in connection with their respective obligations hereunder and to carry out the intent of the parties hereto. The parties shall execute and deliver all other appropriate supplemental agreements and other instruments and take any other action necessary to make this Agreement fully and legally effective, binding and enforceable as between the parties and as against third parties. 15. Time Is of the Essence. Time is of the essence of this Agreement. 16. Non-Appropriation. Sellers acknowledge, that the payment obligations of Purchaser hereunder are subject to the annual appropriation of funds by the Tigard City Council then in office. In the event that such appropriation is not forthcoming, Purchaser may terminate this contract, effective upon written notice to Sellers, with no further liability to Purchaser. 17. Statutory 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 LIMITS LAWSUITS AGAINST FARMING OR FOREST 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. Page 5 - PURCHASE AND SALE AGREEMENT - City of Tigard/Cook Park 18. Survival. Any of the terms and covenants contained in this Agreement which require the performance of either party after closing, and all representations and warranties, shall survive closing and delivery of the deed. SELLERS: PURCHASER: THE CITY OF TIGARD, an Oregon Charles Lamb municipal corporation By: za A. William A. Monahan City Administrator . A. ra Date: Linda D. Gray dgc\dp.dN-ki aA.ag5(.&)(5/19/97) Page 6 - PURCHASE AND SALE AGREEMENT - City of Tigard/Cook park ATTACHMENT "A" LEGAL DESCRIPTION Parcel No. 2, according to PARTITION PLAT NO. 1993-078, in the City of Tigard, filed August 3, 1993, Records of the County of Washington and State of Oregon. Except for the items properly cleared through closing, the proposed policy or policies will not insure against loss or damage which may arise by reason of the following: 1. Taxes or assessments which are not shown as existing liens by the records or any taxing authority that levies taxes or assessments on real property or by the public records; proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not shown by the records of such agency or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof. 3. Easements, liens or encumbrances or claims thereof, which are not shown by the public records; unpatented mining claims; reservations or exceptions in patents or in acts authorizing the issuance thereof; water rights, claims or title to water. 4. Any lien, or right to a lien, for taxes, worker's compensation, services, labor, equipment rental or material, heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Discrepancies, conflicts in boundary lines, shortage in area, encroachments or any other facts which a correct survey would disclose. 6. Municipal liens, if any, imposed by the City of Tigard. NOTE: An inquiry has been directed to the City Clerk, and subsequent advice will follow concerning the actual status of such liens. No search has been made or will be made for water, sewer or storm drainage charges unless the City claims them as liens and reflects them on its lien docket on or before the date of closing. Buyers should check with the appropriate City bureau or water and sewer district and obtain a final reading. Such charges are not adjusted in escrow. (None as of August 16, 1996.) 7. The subject property lies within the boundaries of the Unified Sewerage Agency and is subject to the levies and assessments thereof. 8. An easement created or disclosed by instrument, including the terms and provisions thereof, Dated November 13, 1978 Recorded November 27, 1978 as Recorder's Fee No. 78051784 In favor of Unified Sewerage Agency of Washington County For Sewer Affects 20 feet of the Southerly 90 feet Also delineated on the recorded Partition Plat. (Please see recorded document for details) (Continued) 9. An easement created or disclosed by instrument, including the-terms and provisions thereof, Dated October 8, 1987 Recorded November 2, 1987 as Recorder's Fee No. 87055034 In favor of City of Tigard For Sewer Affects A strip of land 15 feet in width affecting a portion of the Northerly portion of subject property. Also delineated on the recorded plat. (Please see recorded document for details) 10. Restrictive covenants to waive future rights of remonstrance against the formation of a local improvement district, Recorded August 12, 1993 as Recorder's Fee No. 93066067 Type of Improvement Street 11.. An easement created or disclosed by instrument, including the terms and, provisions thereof, Dated September 9, 1993 _ Recorded November 2, 1993 as Recorder's Fee No. 93090984 In favor of City of Tigard For Sanitary Sewer Affects A port-ion of the Northerly portion of subject property Also delineated on the recorded plat. (Please see recorded document for details) NOTE: Taxes for 1996-97, paid in full. Original Amount $1,150.76 Tax Amount $1,150.76 Code No. 023.74 Key No. R2034209 Map No. 2S114A-01500 AGREEMENT FOR EXCLUSIVE OPTION TO PURCHASE THIS AGREeA ENT FOR EXCLUSIVE OPTION TO PURCHASE ("Option Agreement") is made the */A day of March, 1997, by and between CHARLES LAMB and ZADA A. LAMB, husband and wife, and R.A. GRAY and LINDA D. GRAY, husband and wife, (collectively "Optionor") and the CITY OF TIGARD, an Oregon municipal corporation ("Optionee"). RECITALS A. Optionor is the owner in fee simple title to that certain real property (the "Property") described more particularly in Attachment "A" which is attached to that certain "Purchase and Sale Agreement" attached hereto as Exhibit A and incorporated herein by this reference. B. Optionor desires to grant to Optionee an exclusive option to purchase the 'Property upon the terms and conditions set forth herein, and Optionee desires to acquire such option to purchase the Property. AGREEMENT 1. Option to Purchase. Optionor hereby grants to Optionee the exclusive option to purchase the Property upon all of the terms, covenants and conditions set forth herein, and in the "Purchase and Sale Agreement" attached as Exhibit "A". 2. Term of Option. Optionee shall have the exclusive right to exercise the option herein granted within sixty (60) days of the date of this Option Agreement. 3. Exercise by tionee. At any time within sixty (60) days of the date of this Option Agreement, Optionee may exercise the option herein granted by written notice of its intent to exercise said option delivered to Optionor. Notice of intent to exercise the option shall be effective on the date of personal delivery to Optionor, or deposit by Optionee with the United States Postal Service, certified mail, return receipt requested, and postage prepaid. 4. Option Consideration. In consideration for the option herein granted, Optionee agrees to pay to Optionor $558 (the "Option Money"), receipt of which is hereby acknowledged by Optionor. The Option Money shall be retained by Optionor and shall not apply to reduce the purchase price of the Property. 5. Purchase Price and Terms. In the event of exercise of the option herein granted by Optionee, the terms of the Purchase and Sale Agreement attached as Exhibit A shall define the purchase price and terms of the sale and purchase of the Property and Optionor and Optionee agree to perform the purchase and sale of the Property in accordance with the terms thereof. 6. ~tionor's Warranties. Optionor represents, warrants and covenants as of the effective date of this Option Agreement as follows: Page 1 - AGREEMENT FOR EXCLUSIVE OPTION TO PURCHASE 6.1 Optionor has the power and authority to enter into this Option Agreement and sell the Property. 6.2 Optionor has not granted any other options or any other rights to acquire fee title or other interests in the Property; 6.3 Optionee shall not, during the term of this Option Agreement, create or permit the creation of any lien or encumbrance on the Property. 7. Statutory Disclaimer. THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE Wnuw 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 LIIVIITS LAWSUITS AGAINST FARMING OR FOREST 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. IN WITNESS WHEREOF the parties have executed and made this agreement effective the date first above written. S PURCHASER: THE CITY OF TIGARD, an Oregon thadfis Lamb municipal corporation 17 f • By: - ' da William A. Monahan City Administrator _ G y n-w Jr Linda D. Gray dgc\0gud\cookpa*.op4(unW113!97) Page 2 - AGREEMENT FOR EXCLUSIVE OPTION TO PURCHASE PURCHASE AND SALE AGREEMENT BETWEEN: Charles Lamb and Zada A. Lamb, husband and wife, and R. A. Gray and Linda D. Gray, husband and wife, (collectively "Sellers") AND: City of Tigard, an Oregon municipal corporation, ("Purchaser") RECITALS Sellers own fee simple title to the real property described in Attachment "A", attached hereto and incorporated herein by reference. Sellers desire to sell, and Purchaser desires to purchase, the property described in Attachment "A," any improvements located thereon and all rights appurtenant thereto (the "Property"), on the terms and conditions stated herein. AGREEMENT 1. Purchase and Sale of PropgM. Sellers agree to sell the Property to Purchaser, and Purchaser agrees to purchase the Property from Sellers, at the Purchase Price set forth below, on the terms set forth in this Agreement. 2. Purchase Price and Payment of Purchase Price. 2.1 Purchase Price. The purchase price for the Property shall be TIERM HUNDRED THOUSAND AND NO1100 DOLLARS ($300,000). 2.2 Escrow. Upon full execution hereof by both parties, Purchaser shall submit a fully executed original of this Agreement to Ticor Title Insurance Company, which shall serve as escrow agent. 2.3 Payment of Purchase Price. The purchase price of $300,000 shall be paid as follows: $150,000 due at Closing, $75,000 due on January 2, 1998, and $75,000 due on _ January 2, 1999. The unpaid balance shall accrue interest at the annual rate of 7.00 % from the date of Closing. Each annual payment shall be the stated amount, together with interest accrued to the date of payment. Payments may be made by mailing them on or before the due date to the Sellers at the address noted in this agreement or such other address provided by Sellers in writing. Sellers will prorate proceeds among themselves as they shall mutually agree. The unpaid balance of the purchase price shall be evidenced by a promissory note made by Purchaser in favor of Seller or order, and secured by a deed of trust on the Property. 3. Closing. As used in this Agreement, "closing," "date of closing" or "closing date" shall mean the date of the recording of the deed described in Section 5 below. Closing shall occur no later than sixty (60) days after Seller's execution hereof or as soon as reasonably possible thereafter. The Sellers shall pay the cost of a standard coverage owner's title insurance in the amount of the. purchase price, and the parties will share equally the cost of escrow services, Page 1 - PURCHASE AND SALE AGE - City of Tigard/Cook Park EXHIBIT A.--_- recording fees, and transfer taxes. All real property taxes shall be prorated to the date of closing. 4. Conditions Precedent to Closing. Purchaser's obligations to purchase the Property are subject, at Purchaser's discretion, to the occurrence and satisfaction of each of the following conditions precedent: 4.1 rov . The Tigard City Council shall have approved the purchase of the Property. 4.2 Title. Sellers shall deliver good and marketable title to the Property and the title policy as required by Section 5 of this Agreement, subject only to those exceptions acceptable to Purchaser. 4.3 Environmental Review. Purchaser shall have conducted an environmental review and audit of the Property, at its option, indicating to the satisfaction of Purchaser that the Property does not contain, either on its surface or in its subsurface or underlying water table, any Hazardous Materials as defined in Section 7 below. 4.4 Covenants and Representations. All of the representations, warranties and covenants of Sellers contained herein shall be true, accurate and complete and performed as required as of the date hereof and as of the date of closing. 4.5 Foreign Person Affidavit. Sellers shall execute and deliver at closing an affidavit containing Sellers' warranty and representation that Sellers are not foreign persons under IRC § 1445. 4.6 Surva. Purchaser may obtain or perform a survey of the Property, at Purchaser's expense, indicating boundaries, access and other conditions satisfactory to Purchaser. 5. Title Matters. 5.1 Preliminary Title Report. No more than ten (10) days after the execution hereof, Purchaser shall obtain and furnish to Sellers a preliminary' title report showing the condition of title to the Property, along with copies of all exception documents, surveys, partition plats and other documents in the possession of Seller or their agents dealing with the title and physical condition of the Property. Purchaser shall have thirty (30) days after receipt of the preliminary title report and exceptions within which to. notify Sellers, in writing, of Purchaser's disapproval of any exceptions shown in the report. 5.2 Deed: Title Policy. Sellers shall convey title to Purchaser by a statutory warranty deed at Closing, conveying the Property..free and clear of all liens and encumbrances except zoning ordinances, building and use restrictions, reservations and federal patents, and those other matters of record described in the preliminary title report, with no other exceptions unless Page 2 - PURCHASE AND SALE AGR> ElV1ENT - City of 11gard/Cook Park accepted by Purchaser in writing. Sellers shall furnish to Purchaser a standard owner's title insurance policy in the amount of the purchase price, from the title insurance company named in Section 2 above, showing good and marketable title subject only to the exceptions stated above. Purchaser may elect to obtain an ALTA extended coverage title policy, in which event Purchaser shall pay the additional premium required therefor. 6. License and Possession. Sellers hereby grant to Purchaser a license to enter upon the Property at any time after the date hereof to conduct surveys, environmental tests and review, and other necessary studies. Purchaser shall be entitled to exclusive possession of the Property on and after the closing date. 7. Covenants, Warranties and Representations of Sellers. Sellers covenants, warrants and represents to Purchaser, as of the date hereof and the date of closing, as follows: 7.1 M. Sellers warrant good and marketable title, good right to convey, quiet possession and further warrant that no work, labor or materials have been, or as of closing will have been, expended, bestowed or placed upon the Property which either remain unpaid or for which a lien may be filed. 7.2 Waste and Maintenance Obligations. Sellers shall not commit or suffer any waste of the Property, and agree to comply with all laws, regulations, ordinances and requirements of all governmental authorities applicable to the use or occupancy of the Property, up to the date of closing. 7.3 Ownersl:2. Sellers shall not sell, contract to sell, assign, lease, or otherwise transfer the Property or any part of it, nor grant an option to any party to acquire all or any portion of it. 7.4 No Condemnation or Assessment Proceedings. There are no pending or threatened condemnation or similar proceedings or any assessments affecting any of the Property and, to the knowledge of Sellers, no such proceedings are contemplated by any governmental entity, except the City of Tigard, Oregon (Purchaser herein). 7.5 Litigation; Law. There is no litigation, arbitration, or administrative hearing pending before any governmental authority that concerns or affects the Property, or any portion thereof, and, to the best if Sellers' knowledge, no such proceeding is threatened. To the best of Sellers' knowledge, the Property complies with all laws, ordinances, and governmental approvals and decisions that relate to them. 7.6 Hazardous Materials. As used in this Agreement, the term "Hazardous Materials" means any hazardous or toxic substance, material or waste as defined by any federal, state or local law. Sellers warrant, represent, and covenant as follows: 7.6.1 No Hazardous Materials. To the best knowledge of Sellers, there are no Hazardous Materials in, upon, or buried on or beneath the Property and none has been emitted. or released from the Property in violation of any federal, state or local laws. Sellers have not Page 3 - PURCHASE AND SALE AGREEMENT - City of TigardlCook Park brought onto, stored on, buried, used on, emitted or released from, or allowed to be brought onto, stored on, buried, used on, or emitted or released from, the Property any Hazardous Materials in violation of any federal, state or local laws. In addition, to the best knowledge of Sellers, no above ground or underground storage tanks are located on the Property, including (without limitation) any storage tanks that contain, or previously contained, any Hazardous Materials, and Sellers agree not to cause or permit any such tanks to be installed on the Property before closing. 7.6.2 Indemnification. Sellers agree to indemnify, defend and hold the Purchaser and its officers, employees, and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims) or loss, including attorney fees, consultant fees, and expert fees, before or after closing arising from or in connection with the presence or suspected presence of Hazardous Materials present at any time before closing in the soil, groundwater or surface water, on or under the Property, unless the Hazardous Materials are present solely as a result of the negligence or willful misconduct of the Purchaser, its officers, employees, or agents. 7.7 Status of Sellers. Sellers warrant that Sellers are not foreign persons, foreign partnerships, foreign corporations, or foreign trusts, as those terms are defined in IRC § 1445. 7.8 Breach of Agreements. Neither the execution of this Agreement, nor the execution, delivery, or recordation of any document or agreement referenced herein, nor the closing of the transaction contemplated herein, constitutes or will constitute a default under any other agreement or contract that relates to the Property or to which Sellers. are a party. 7.9 Contracts and Leases. Sellers warrant that, as of the Closing Date, there will be no parties or trespassers in possession of any of the Property, and there will be no leases affecting the Property, and that there are no maintenance or service contracts or other contracts affecting the Property. 8. Remedies. The parties shall be entitled to such remedies for breach of contract as may be available under applicable law, including without limitation the remedy of specific performance. 9. Waiver. Failure by Sellers or Purchaser to enforce any right under this Agreement shall not be deemed to be a waiver of that right or of any other right under this Agreement. 10. Successors and Assig_.s. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, personal representatives, successors and assigns. 11. Attorneys' Fees. In any action to interpret, construe or enforce this Agreement, or any part hereof, the prevailing party shall be entitled to its reasonable costs and attorneys' fees, including any title insurance premiums or other title company charges and including fees and costs on any appeal. This provision shall include prevailing fees in any adversary proceeding in bankruptcy; including motions for relief from stay. Page 4 - PURCHASE AND SALE AGREEMENT - City of Tigard/Cook Park 12. Integmtion. Modification or Amendments. This Agreement contains the entire agreement of the parties with respect to the Property and supersedes all prior written and oral negotiations and agreements with respect to the Property. Any modifications, changes, additions, or deletions to this Agreement must be approved by Sellers and Purchaser, in writing. 13. Governing Law: Interpretation. This Agreement shall be governed by the laws of Oregon. If a court holds any portion of this Agreement to be void or unenforceable as written, Sellers and Purchaser intend that such portion of this Agreement be enforced to the extent permitted by law, and that the balance of this Agreement remain in full force and effect. 14 Good Faith: Further Assurances and Additional Documents. The parties covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of their respective obligations. The parties shall execute and deliver any additional papers, documents and other assurances and shall otherwise perform as reasonably necessary in connection with their respective obligations hereunder and to carry out the intent of the parties hereto. The parties shall execute and deliver all other appropriate supplemental agreements and other instruments and take any other action necessary to make this Agreement fully and legally effective, binding and enforceable as between the parties and as against third parties. 15. Time Is of the Essence. Tune is of the essence of this Agreement. 16. Non-Appropriation. Sellers acknowledge that the payment obligations of Purchaser hereunder are subject to the annual appropriation of funds by the Tigard City Council then in office. In the event that such appropriation is not forthcoming, Purchaser may terminate this contract, effective upon written notice to Sellers, with no further liability to Purchaser. 17. Statutory Disclaimer. THE PROPERTY. DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITIHN 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 IRMS LAWSUITS AGAINST FARMING OR FOREST 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. 18. Survival. Any of the terms and covenants contained in this Agreement which require the performance of either party after closing, and all representations and warranties, shall survive closing and delivery of the deed. Page 5 - PURCHASE AND SALE AGREEIVLENT - City of Tigard/Cook Park 20. Acceptance. If the above terms are acceptable to Sellers, Sellers shall execute a copy of this Agreement and return it by hand delivery or regular mail to the offices of the City of Tigard, 13125 SW Hall Blvd, Tigard, OR. 97223, no later than [date].. SELLERS: PURCHASER: THE CITY OF TIGARD, an Oregon Charles Lamb municipal corporation By: Zada A. Lamb William A. Monahan City Administrator R. A. Gray Date: Linda D. Gray aecWp at-okp-k.aA-k>(snisn Page 6 - PURCHASE AND SALE AGREEMENT - City of Tigard/Cook Park I ATTACHMENT "A" LEGAL DESCRIPTION [To Be Provided] Page 1 - Attachment "A" City of Tigard/Cook Park .MAR 07 '97 04:47PM O'DOF 'L, RAMIS P.2 O'DONNELL RAMIS CREW CORRIGAN & BACHRACH AM PAWS AT LAW 1717 N.w. Hoyt SWm PeedVA. oto m 97709 TSLEPHQNS: (503) 222.44Cri FAXs (S03) 3434944 DATE: March 7, 1.997 TO: Charies Lamb and Zada Lamb j P. A. Gray and Linda D. Gray. I FROM: I Dominic G. Collette 1tB: t Proposed Revisions to Purchase AgreementJCtty of Mgard Acquisition This m erandum is an explanation of envisions to a draft Purchase Agreement regarding property ned by you adjacent to Cook Park In prior drafts of the agreement, the transaction was stru red as a "land sale contract" whereby you would retain title to the property until such time as de entire purchase price was paid. As the price is structured to be paid in three annual installments, the City would not have acquired title until 1999. 1 The eadaised agreement has been revised to indicate that this will be conveyed to the City at the close of , and that you will be given a promissory note and trust deed to secure the unpaid bsla The first payment in the amount of $150,000, will be laid at close of escrow. The remaining payments of $75,000 each will be paid on January 2,199$, and January Z, 1999. My un Landing is that you wish .to use installment tax reporting with regard to the purchase price. B conveying title to the City at the close of escrow and receiving payments as scheduled secured by a promissory note and trust deed you can still use installment reporting for this transaction. Naturally, You must confirm this information with your own tax advisor. The agreement has also been revised to indicate that you will provide to the City information you may ~ ave regarding title to the property, including copies of surveys, partition plats, and other similar documents in the possession of you or your agents. This will assist the City in determining whether a further survey of the property will be required as part of this acquisition. The agreement has also been changed to indicate that the City may purchase an ALTA extended coverage jtitle policy. In ; no event will you be responsible for more than the premium of an ALTA standard coverage owner's policy. The addit; iii ..amount necessary for extended coverage would be paid by the City in the event it elects such additional coverage. Other chaIages to the agreement are intended to simply clean up the prior draft and to remove those provisions which would relate to the City's use of the property prior to obtaining title. DGClnalI dp% ~7 {1 I - i i i PAR 07 '97 04:47PM 0'DW L, RAMIS P.3 i BBTwMW: Charles Lamb and Zada A. Laml;, husband and wife, and R. A. Gray and Linda D. Gray, husband and wife, (Collectively "Sellers") 1 AND: I City of Tigard, an Oregon municipal corporation, ("Purchaser") i RECITALS 5 own fee Mum]e title to the real property described in Attachment 'A", attached hereto and izt~potated herein by refwmoe. Sellers denim- to sell, and Purchaser desires to purchase,I the property described in Attachment "A," any uaprovements located thereon and all rights appurtenant thereto: (the 'Property"), on the terms and conditions stated herein. _I AGp~E,E~T =b=_M"xjg at . Sellers agree to sell the Property to Purchases, and Purchm W M& to purr uw the Property from Sellers, at the Purchase Price on forth below, an the tams set forth In Ws Agreement. 2. A1hA~s Price and Payment of Purchase Price. 2.1 ft=hA.4e.E M. The purchase p dca for the Property shall be MME xvxDRm MOUSAND AND NO/1.00 DOLLARS ($300,000). 2. Ry=.g. Upon full execution hereof by both parties, Purchases shall submit a. MY uted original of this Agreement to ?icon 13t1e Insurance Company, which shall serve as escrow agent. 2.3 1?vment of Purchase Price. The purchase pace of $300,000 shall be paid as follows: $150,000 due at Closing, $15,000 due on January 2, 1998, and $75,000 due on January 1999. he unFiaid balance shall accrue interest at the annual rate of 7.00% from the date of Closing. Each annual payment shall be the stated amount, together with interest accrued to the date of payment. Payments may be made by mailing them on or before the due date to the Seller at the address noted in this agreement or such other address provided by Sellers in writing. Sellers will prorate proceeds among themselves as they shall mutually agree. The unpaid balance of the purchase price shall be evidenced by a promissory note made by Purchaser in favor of Seller or order, and ncured by a deed of trust on the Property. 3. As used in this Agreement, 'closing," 'date of closing" or "closing date shall mean the ;date of the recording of the deed described in Section 5 below. Closing sball occur no later tan sixty (50) days after Seller's execution hereof or as soon as reasonably possible thereafter; The Sellers shaIl pay the cost of a standard coverage owner's title Insurance in the amount of the purchase price, and the parties will share equally the cost of escrow services, 1 Page 1 - PURCHASB AND SALE AGREMAENT - City of TgardlCook Park l ' MV 07 1 97 04 : 48PM 0' Dot RAMIS P.4 i 1 recording fees, and transfer taxes. All real property taxes shall be prorated to the date of closing. 4. Conditions Precedent to Closin - Purchasees-obligations to purchase the property are Purchaser's discretion, to the occunuce and satisfaction of each of the following =precedent: 4. Antoval. The Tigard City Council shall have approved the purchase of the PropeRy1 4. ~ 31k. Sellers shall deliver good and made table We to the Property and the title policy aseguir~ed by Section S of this Agreement, subject only to those exceptions acceptable to Purchaiaer. 4. Environmental Review. Purchaser shall have conducted an environmental review and au di of the Property, at its option, indicatinS to the satisfaction of Purchaser that the Property not contain, either on its surface or In its subsurface or underlying water table, any ~us Materials as defined in Section 7 below. 4.~ Covenants and Reereseet ans. All of the representations, warranties and covenant3 of Sellers contained herein shall be true, accurate and complete and. performed as required as of the date hereof and as of the date of closing. Emign Pc= AM Sellers shall execute and deliver at closing an affidavit Sellers' warranty and represeatatica that Sellers are not foieign persons under IRC 1445. 4. ~ Am=. Purchaser may obtain or perform a survey of the Property, at Purchase;'s expense, indicating boundaries, access and other conditions satisfactory to . Purchase. 5. . I 5. Rm= No. more than tea (10) days after the execution hereof, Purchaw; shall obtain and furnish to Sellers a preliminary title report showing the cond'iti'on of title to the Property, along with copies of all exception documents, surveys, partition plats and other documents in the possession of Seller or their agents dealing with the title and physical condition;of the Property. Purchaser shall have thirty (30) days after receipt of the preliminary title report and exceptions within which to notify Sellers, in writing, of Purchaser's disapproval of any exceptions shown in the report. S.2 Dgc da Policy. Sellers shall convey title to Purchaser by a statutory warranty deed at Closing, conveying the Property free and clear of all liens and encumbrances except zoning ordinances, building and use restrictions, reservations and federal patents, and those other matters of record described in the preliminary title report, with no other exceptions unless Page 2 - PURCHASS AND SALE AGREEMENT - City of Tigard/Cook Park .MAR 07 '97 04:49PM O'DOt L, RAMIS P.5 Ii I accepted by Purchaser in writing.. Sellers shall furnish to Purchaser a standard owner's title insurancel policy in the amount of the purchase price, from the We insurance company named m SOW04 Z above, showing good and marketable title subject only to the exceptions stated above. Purchaser may erect to obtain an ALTA extended coverage title policy, in which event Purchase shall pay the additional premium required therefor. i 6. LIbMxe and Possession. Sellers hereby grant to Purchaser a license to enter upon.the Property , any time after the date hereof to conduct satr+eys, .environmental'tests and review, and otherinecessary studies. Purchaser shall be entitled to exclusive possession of the Property on and aver the closing date. 7• Sellers covenants, warrants and repmenh 1 to Purchaser, as of the date hereof and the date of closing, as follows: 7Ajg. Sellers warrant good and marketable title, good tight to convey, quiet possessio* and further warrant that no work, labor or materials have been, or as of closing will have been, expended, bestowed or placed upon, the Property which either remain unpaid or for which a ten may be filed. i 71 Waste and Maintenance Obl aiMs. Sellers shall not commit or suffer any waste of the Property, and agree to comply with all laws, regulations, ordinances and requirements of all gov ental authorities applicable to the use or occupancy of the Property, up to the date of closin i 7.3 hi. Sellers shall not sell, contract to sell, assign, lease, or otherwise transfer t Property or any part of it, nor grant an option to any party to acquire all or any portion o it. 7. No Condemnation or There are no pending or coadempation or similar proceedings or any assessments affecting any of the Property and, m tl~e knowledge of Sellers, no such proceedings are contemplated by any governmental entity, except the City of Tigard, Oregon (Purchaser herein). 7.5 1 i' do Igw. There is no litigation, arbitration, or administrative hearing pending Before any governmeatat authority that concerns or affects the Property, or any portion thereof, and, to the best if Sellers' knowledge, no such proceeding is threatened. To the best of Sellers' knowledge, the Property complies with all laws, ordinances, and governmental. approvals and decisions that relate to them. i 7.6 Roza . As used in this Agreement, the term "Hazardous Materials" means and hazardous or toxic substance, material or waste as defined by any federal, state or local law; Sellers warrant, represent, and covenant as follows. i 7.6.1 . To the best knowledge of Sellers, there an no Hazardous Materials in, upon, or buried on or beneath the Property and none has been emitted or released from the Property in violation of any federal, state or local laws. Sellers have not Page 3 - PURCHASE AND SALE AGREEMM - City of l igard/Cook Park I i PSR 07 '97 04: 49PM O' DON L, RAMIS P. 6 i brought, stored on, buried, used on, emitted or released from, or allowed to be brought onto, stoned on, bused, used on, or emitted or released from, the Property any Hazardous Materials in violation of any federal, state or local. laws. In addition, to the best knowledge of ScUers, ' above ground -or underground storage tanks are located on the Property, including (without limitation) any storage tanks that contain, or previously contained, any Hazardous Materials; and Sellers agree not to cam or permit any such tanks to be installed on the Property before closing. 1 { 7.6.2 jakmdfiatWA- Sellers agree to indemnify, defend and hold the Purchaser and its cFicaas, employees, and agents harmless from any claims, judgments, damages, penalties,; fines, costs, lkb ities (including sums paid in settlement of claims) or loss, including attorney fees, consultant, fens, and expert foes, before or after closing arising from or in conaecti* with the presence or suspected presence of Hazardous Materials present at any time before closing in the soil, groundwater or surface water, on or under the Property, unless the Hazardou- Materials are present solely as a result of the negligence or willful misconduct of the Purc v4v its officers, employees, or agents. _ 7.~, Status of Sellers. Sellers warrant that Sellers are not foreign persons, foreign partnerships, foreign corporations, or foreign trusts, as those terms are defined in IRC f 1445. i 7. . Neither the eaecutiion of this Agreement, nor the executio delivery , or recordation of any document or agreement referenced herein, noz the closing 0 the traasa,cdon contemplated herein, constitutes or will constitute a default under any other agreement or contract that relates to the Property or to which Sellers are a party. 7.9 . Sellers warrant that, as of the Closing Date, there will be no parties or trespsseas in possession of any of the Property, and these will. be no leases affecting t Property, and that there are no maintenance or service contracts or other contracts affecting Property. 8. Remedies. The parties shall be entitled to such remedies for breach of contract as may be available under applicable law, including without limitation the remedy of specific peri'orma~ce. ; j 9. Failure by Sellers or Purchaser to enforce any right under this Agreement shall not be deemed to be a waiver of that right or of any other right under this Agreement. 10. successors and Assn. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, personal representatives, successors and assigns. 11. a4 Yg' Fees. In any action to interpret, construe or enforce this Agreement, or any part hereof, the prevailing. party shall be entitled to its reasonable costs and attorneys' fees, includingiany title insurance premiums or other title company charges and including fees and costs on any appeal. This provision shall include prevailing fees in any adversary proceeding in banlauptcy, including motions for relief from stay. i Pap 4 - PURCHASE AND SALE AGRFMMENT - City of 71gard/Cook Park . MAR 07 '9? 04: SOPM 0' D(r ` ' .L, RAMI S P. 7 I 1 12. ~teg~ti ~M i~ Et~_or AMMMIM., This Agreement contains the entire agreetaeq't of the parties with respect to the Property and supersedes all prior written and oral negodadgns and agreements with respect to the Property. Any modifications, changes, additions; or deletions to this Agreement must be approved by Sellers and Purchaser, in writing. 13. . This Agreement shall be governed by rho laws of Oregon. V a duct holds any portion of this Agreement to be void or uneddorceable as written, Sellers and Purchaser intend that such portion of this Agreement be enfotred to the extent permitted by law., and that the balance of this Agreement remain in full force and effect. 14 Good Faith• Further A,asurancxs and Additional Documents. The parties ®ovenamt, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in ithe performance of their respective obligations. The pardes shall execute and deliver any additional papers, documents and other assurances and shall othecrwisepesform as reasonably necessary in connection with their respective obligations hereunder and to carry out the intent of the jitiea hereto. The parties shall execute and deliver all other appropriate supplemental agreez e" and other instruments and take any other action necessary to nWw this Agreement fully and ilegally effecdve, binding and efforcable as between the parties and as against third tea- 1 15. 'one Ta of here Time is of the essence of this Agreement. l b. Sellers aclmowledge that the payment obligations of Purchaser hereunnde are subject to the annual appmpriadon of funds by the Tigard City Council then in office.. I~ the event that puch appropriation is not forthcoming. Purchaser may terminate this contract, effective upon written notice to Sellers, with no farther liability to Purchaser. 17. THE PROPERTY DESCRMED IN THIS INSTRUMENT MAY NOT BE WMUK A FM PROT8CTION DISTRICT PROTEC17NO STRUCTURES. THB PROPSRti'Y IS SUBJECT TO LAND USE LAWS AND RMULAMONS, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION Olt SrMG OF A RF~SIDI iCfi AND W1MCH I2&n LAWSUITS AGAINST FARWO OR FOREST PRACTMES AS DEF20 D IN ORS 30.930 IN ALL ZONES. BEFORE SIGNJNG OR ACCEFI' NG THIS INSI RLN ENT, THE PERSON ACQunwo FFT TITLE TO THE PROPERTY SHOULD CHECK W= THE APPROPRIATE CITY OR COUNTY PLANNING DEPAR7I m r TO VERIFY APPROVED USES AND F.ISTENCE OF FIRE PROTECTION FOR STRUCTURES. 18. . Any of the terms and covenants contained in this Agreement which require the' performa4tce of either party after closing, and all representations and warranties, shall survive closing a#d delivery of the deed. Page S - PURCHASE AND SALE AGRBB~r~N'T - City of TIgardlCook Park i - 5 - ate a COPY 0q:51P 0' DOt" MI gbsa G%Wtho C to Sdws. sew of ve tet or zogP~ ~--~da If a t by band ~ t , ao UW- too OR- sY► of ilgaxd, tbi$ 1317.5 ~5W TIGAVD, ' b City paw. ?.~s Y L ids D' Clay er~*re''m~`~'O ti T coa .~~Yof paw s PaBa b .~tf~~~' P.9 . 07 .,c3T er4:51PM WtOt`" 1., RAMIS i - ATTACI "Au LEGAL DESCRUMON [To Be Provid4 i i i i "A° - City of Tigard/Caak Park page l - ttac i - i -MAR 07 '97 04:51PM O'DOr L, RAMIS P.10 MCHME AND SALT AGE BBTWEFN: Charles LL4M and Lamb, husband and wife, and .4 Robeg 6esy`-{;,-B, A. Gray and Linda D. Gtav, husband- as wife- (co lectiv& "Sellers") AND: City of Tigard, an Oregon municipal corporation, ("purchaser") RECITALS Sgllers own fee simple titLa to the real property described in Auwbn nt "A", attached hereto and incorporated herein by reference. Sellers desire to sell, and purchaser desires to purchase,; the property described in Attachment 'A," any improvements located thereon and all rights apiurtenant thereto (the "Property"), on the terms and conditions stated herein. AGREIIMFENT 1. Nrchase and Sale of Prog= Sellers agree to sell the Property to Purchaser, and Purchaser agrees to purchase the Property from Sellers, at rho Purchase Price set forth below, on the teams set forth in this Agreement. 2. Purchase BjgLaAd ent of Purchase Price. 2.1 Bush= The purchase price for the Property shall be THREB HUNDRED THOUSAND AND NO1100 DOLLARS ($300,000). 2.2 Big. Upon full execution hereof by both parties, Purchaser shall submit a fully eue uted original ofthis Agreement to Ticor Title Insurance Company, which shall serve as escrow agent. 2.3 Payment of Purchase Price. The purchase price of $300,000 shall be paid as follows: ;5150,000 due , $75,000 due on January > 1998, and 575,000 due oh January < I > 1 1999. The unpaid balance shall accrue interest at the annual rate of 7.00%. from the date of - C sin Each annual payment shall be the stated amount, together with interest accrued to the date of payment. Payments may be made by mailing them on or before the due date to the Sellers at the address noted in this agreement or such other address provided by Sellers in writing. Sellers will prorate, proceeds among themselves as they shall mutually agree. The u 'd ce of the turchase ad shall be evidenced by a nro isan*v rite maAe Purcha er in favor of Seller at red by a deed of trust on t2 Pr+n=. 3. Closing. As used in this. Agreement, "closing," "date of closing" or "closing date" shall mean the date of the recording of the 4. semiael deed described in Section 5 below. Closing shall occur no later than sixty (60) days after Seller's execution hereof or as soon as Page 1 - PURCHASE AND SALE AGREEMENT - City of Tigard/Cook Park J'WR V '97 04:52PM O'DW._ L, RAMIS P.11 reasonably possible thercow. The Sellers shall pay the cost of a_standard coverage owner's We insw~ance in thsmcamt of the M=base once, and the parties will share equally the cost titlof escrow! services, recording fees, and transfer taxes. All real property taxes shall be prorated to the datie of closing. 4. Conditions Precedent to Closiae, purchaser's obligations to purchase the Property are naject, at Pu chaser's discretion, to the occurrence and satisfaction of each of the following condition' precedent: 4.1 ARpMML The Tigard City Council shall have approved the purchase of the may.. 4.2 Sellers shall deliver good and marlaetable title to the Property and the title policy as :required by Section 5 of this Agreement, subject only to those exceptions accepmble to Pu=ha w. 4.3 Emdmmental. Review. Pmrhaser shall have conducted an environmental review and audif, of the Property, at its option, indicating to the aaddhaion of Purchaser that the Property does not contain, either on its surface or in its subsurface or underlying water table, any Hazardous Materials as defined in Section 7 below. 4.4 Covenants : and Regt+eseatations. All of the representations, warranties and covenants of Sellers contained herein shall be true, accurate and complete and performed as required as of the date hereof and as of the date of closing. 4.5 ' . Sellers shall execute and deliver at closing an affidavit containing Sellers' warranty and represent: ti on that Sellers are not foreiign persons under IRC 11445. 4.4 ,S gy. Purchaser -4 shago M obtain or perform a survey of the Properly, at Purchasers expense, indicating boundaries, access and other conditions satisfactory to .Purchaser. 5. T4fle Mataers. ' 51 No more than --E38};~ days after the -taLUM exeoutiori hereof, Purchaser shall obtain and furnish to Sellers. a preliminary title report showing the condition of title to the Property, along with copies of all exception documents rat Zgn Mats and otbe documents in the nossessioa of Se or their agents dealing with the title an"hvaiQl~Mdi 'an of fhe Property. Purchaser shall have thirty (30) days after receipt of the preliminary title report and exceptions within which to notify Sellers, in writing, of Purchaser's disapproval of any exceptions shown is the report. 5.2 D= Title Policy. Sellers shall convey title to Purchaser by a .1i in "man as "inso.. statutory warranty deed conveying the Property free and Page 2 - PURCHASE AND SALE AGRM MENT - City of Tigard/Cook Park .MAR 07 197 04:52PM O'DON L, RRIIS P.12 clear of all liens and enmmUzaacea except zoning ordinances, building and use restrictions, reservations and federal patents, and those other matters of record described in the preliminary We report, with no other exceptions unless accepted by Purchaser in writing. Sellers shan furnish to Purchaser a standard owner's title insurance policy in the amount of the purobase price, from the title insurance company named in Section 2 above, showing good and mae table title subject only to the exceptions, stated above. M r- ones of !I fm deed as Seefims 3 andnd z ~ jNMjWser may al to obtain an ALTA extended cov 991 ROO, in ~+hich iCvent himbaser shaft Qav do 9"9e9al Minm naiad ftMfor. 6. License _and Possession.Sellers hereby grant to Purchaser a license to enter upon the Property at any time after the date hereof to conduct surveys, environmental tests and review, and other. necessary studies. Purchaser shall be entitled to exclusive possession of the Property on and aver the closing date. Isleelesing; 7. G&==. Warnmies and Rgp of Sellers. - Sellers covenants, warrants and represent8 to Purchaser, as of the data hereof and the date of closing, as follows: 7.1 nflA. Sellers warrant good and marketable title, good right to convey, quiet possession and further warrant that no work, labor or materials have been, or as of closing will have been, expended, bestowed or placed upon the Property which either remain unpaid or for which a lien may be filed. 7.2 Waste and Maintenance Obligations. Sellers shall not commit or suffer any waste of the Property, and agree to comply with all laws, regulations, ordinances and r+ogniremeats of all governmental authorities applicable to the use or occupancy of the Property, up to the date of closing. 7.3 Ownership. Sellers shall not sell, contract to sell, assign, lease, or otherwise transfer the Property or any part of it, nor grant an option to any parry to acquire all or any portion of it. 7.:4 Condemnation or Assessment Pr int. There are no pending or threatener condemnation or similar proceedings or any assessments affecting any of the Property and, to the knowledge of. Sellers, no such proceedings are contemplated by any - --entity, except the City of;Tigard, Oregon {Purchaser herein). 7:3 Litigation: Law. There is no litigation, arbitration, or administrative hearing pending before any governmental authority that concerns or affects the Property, or any portion thereof, and, to the best if Sellers' knowledge, no such proceeding is threatened. To the best Page 3 -PURCHASE AND SALE AGREEMENT - City of Tigard/Cook Park MAR 07 '97 04:53PM O'DON 'L, RAMIS P.13 of Sellars' knowledge, the Property complies with all laws, ordinances, and governmental approvals: and decisions that relate to them. 7.6 Hazardous gh. As used in this Agreement, the term "Hazardous Materials" means any hazardous or toxic substance, material or wssts as defined by any federal, state or local law. Sellers war ant, represent, and covenant as follows: 7.6.1 N2 Hazardous Mare. To the' best knowledge of Sellers, there are no Hazardous Materials in, upon, or buried on or beneath the Property and none has been emitted or releasetd from the Property in ,violation of any federal, state or local laws. Sellers have not brought onto, stored on, buried, used on, emitted or released from, or allowed to be brought onto, stored. on, buried, used on, or emitted or released from, the Property any.Hazardous Materials.in violation of any federal, state or local laws. In addition, to the best knowledge of Sellers, no above ground :or underground storage tanks are located on the Property, including (without limitation) any storage tanks that contain, or previously contained, any Hazardous Materials; and Sellers agree not to cause or permit any such tanks to be installed on the Property before closing. - 7.6.2 ndamnification. Sellers agree to indemnify, defend and hold the Purchaser and its Officers, employees, and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims) or loss, including attorney fees, consultant. fees, and expert fees, before or after closing arising from or in coanectioh with the presence or suspected presence: of Hazardous Materials present at any time before closing in the soil, groundwater or surface water, on or under the Property, unless the Hazardous Materials are present solely as a result of the negligence or willful misconduct of the Purchaser, its officers, employees, or agents. 7.7 Status S llgllers. Sellers warrant that Sellers are not -*a a, foreign use RML foreign '4rWWO s~ DMrttiel5LI foreign eesp- tail isms or foreign , as those mums are defined in IRC 11445. 7.9 Breach of . Ate. Neither the execution of this Agreement, nor the exocutioa, delivery, or recordation of any document or agreement referenced herein, nor the closing of the transaction contemplated herein, constitutes or will constitute a default under any other agreement or contract that relates to the Property or to which Sellers are a party. 7.9 ContractandIA=. Sellers warrant that, as of the Closing Date, there will be no parties or trespassers. in possession of any of the Property, and there will be no leases affecting the Property, and that there are no maintenance or service contracts or other contracts affecting the Property. a. Remed igg. The parties shall be entitled to such remedies for breach of contract as may be available under applicable law, including without limitation the remedy of specific performance. Page 4 - PURCE ASfi AND SALE AQREBEN'T - City of Mgard/Cook Park MAR 07 '97 04:54PM O'DoNXI.L, RAMIS P.14 9. waiver. Failure by Sellers or Purchaser to enforce any right under this Agreement shall not be deemed to be a waiver of that right or of any other night under this Agreement. 10. Si==rs and Ass . This Agreement shall be binding upon and inure to the benefit of the patties hereto, and their respective heirs, personal representatives, successors and assigns. 11. &tMMMM' Fees. In any action to lnterpret, construe or enforce this Agreement, or any part hereof, the prevailin,g party shall be entitled to its reasonable costs and attorneys' fees, including. any title insurance premiums or other title company charges and including fees and costs on any appeal. This provision shall include prevailing fees in any adversary proceeding in bankruptcy, including motions for relief from stay. 12. InftmtjgM, Modification. or Amendments. This Agreement contains the entire agreement of the parties with respect to the Property and supersedes all prior written and oral negotiations and agreements with respect to the Property. Any modifications, changes, additions; or deletions to this Agreement must be approved by Sellers and Purchaser, in writing. 13. Gove~ing Law: IntelpzMdan. This Agreement shall be governed by- the laws of Oregon. 'if a court holds any portion of this Agreement to be void or unenforceable as written, Sellers and Purchaser intend that such portion of this Agreement be enforced to the extent permitted by law, and that the balance of this Agreement remain in full force and effect. 14 Good Faith: 1uttba Asammimd-Addhignal Documents. The parties covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact In 'the performance of their respective obligations. The parties shall execute and deliver any additional papers, documents and other assurances and shall otherwise perform as reasonably necessary in connection with their respective obligadcns hereunder and to carry out the intent of the parties hereto. The parties shall execute and deliver all other appropriate supplemerutal agreements and other instruments and take any other action necessary to make this Agreement fully and: legally effective, binding and enforceable as between the parties and as against third 15. Time Is of the Essence. Time is of the essence of this Agreement. 16. Non-ApA~. Sellers acbowledge: that the payment obligations of Purchaser hereunder are subject to the annual appropriation of funds by the Tigard City Council then in office. In the event that :such appropriation is not forthcoming, Purchaser may terminate this contract, effective upon written notice to Sellers, with no Rather liability to Purchaser. 17. Statu= Dis jW=. THE, PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BB°WP =4 A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES.' THE PROPE1TY 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 LIMITS' LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFD1ED IN ORS 30.930 IN ALL ZONES. BEFORE SIGNING OR ACCfiFTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE T= TO THE Page 5 - PURCHASE AND SALE AGREEMENT • City of Mgard/Cook Park MAR 07 '97 04 s 55PM 0' DON - L, RAM I S P.15 PROPERIT SHOULD CIKCK WITH TM APPROPRIATE =OR COUNTY PLANNING DBPARTN M4T TO VERIFY APPROVED USES AND BJIISTBNCB OF FIRE PROTBC,'TION FOR STRUCTURES. 18. Survi aI'v Any of the terms and covenants conmainod in this Agreement which require the performance of either party after closing, and all representations and warranties, shall survive closing and delivery of the dead. 20. i if the above terms are acceptable to Sellers, Sellers shall execute a copy of this Agreement and return it by band delivery or regular mail to the offices of the City of 71-prd, 13123 SW Hail Blvd, Tigard, OR 97223, no later than (date]- PURCH TEM-= OF TIGARD_ sn Ore~en GF!HGAMD, mart ciflal leap t;nn BY= William A. Monahan Y8 4-,->- City Administrator Lak zeide 4 b~ i A.~ y Linda. D.: Grav cow Page 6 - PURCHASE AND SALE A - City of 11gardlCook Park ti -MW 07 1 97 04 : 55PM O' DOW' ' RAMI S P. 16 ATTACEUMMgT 'A" LEGAL D&4CR MoN [ems To Be Prwidedl Page 1 - Atachmea "A"':- City of Tigard/Cook Park AGREEMENT FOR EXCLUSIVE OPTION TO PURCHASE THIS AGREEMENT FOR EXCLUSIVE OPTION TO PURCHASE ("Option Agreement") is made the /84kday of March, 1997, by and between CHARLES LAMB and ZADA A. LAMB, husband and wife, and R.A. GRAY and LINDA D. GRAY, husband and wife, (collectively "Optionor") and the CITY OF TIGARD, an Oregon municipal corporation ("Optionee"). RECITALS A. Optionor is the owner in fee simple title to that certain real property (the "Property") described more particularly in Attachment "A" which is attached to that certain "Purchase and Sale Agreement" attached hereto as Exhibit A and incorporated herein by this reference. B. Optionor desires to grant to Optionee an exclusive option to purchase the Property upon the terms and conditions set forth herein, and Optionee desires to acquire such option to purchase the Property. AGREEMWNT 1. QZion to Purchase. Optionor hereby grants to Optionee the exclusive option to purchase the Property upon all of the terms, covenants and conditions set forth herein, and in the "Purchase and Sale Agreement" attached as Exhibit "A". 2. Term of Option. Optionee shall have the exclusive right to exercise the option herein granted within sixty (60) days of the date of this Option Agreement. 3. Exercise by Optionee. At any time within sixty (60) days of the date of this Option Agreement, Optionee may exercise the option herein granted by written notice of its intent to exercise said option delivered to Optionor. Notice of intent to exercise the option shall be effective on the date of personal delivery to Optionor, or deposit by Optionee with the United States Postal Service, certified mail, return receipt requested, and postage prepaid. 4. Option Consideration. In consideration for the option herein granted, Optionee agrees to pay to Optionor $558 (the "Option Money"), receipt of which is hereby acknowledged by Optionor. The Option Money shall be retained by Optionor and shall not apply to reduce the purchase price of the Property. 5. Purchase Price and Terms. In the event of exercise of the option herein granted by Optionee, the terms of the Purchase and Sale Agreement attached as Exhibit A shall define the purchase price and terms of the sale and purchase of the Property and Optionor and Optionee agree to perform the purchase and sale of the Property in accordance with the terms thereof. 6. Q%ionor's Warranties. Optionor represents, warrants and covenants as of the effective date of this Option Agreement as follows: Page 1 - AGREEMENT FOR EXCLUSIVE OPTION TO PURCHASE 6.1 Optionor has the power and authority to enter into this Option Agreement and sell the Property. 6.2 Optionor has not granted any other options or any other rights to acquire fee title or other interests in the Property; 6.3 Optionee shall not, during the term of this Option Agreement, create or permit the creation of any lien or encumbrance on the Property. 7. Statutory 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 IRV= LAWSUITS AGAINST FARMING OR FOREST 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 CE= WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES. IN WITNESS WHEREOF the parties have executed and made this agreement effective the date first above written. S PURCHASER: THE CITY OF TIGARD, an Oregon Charles Lamb municipal corporation B y' ~ - Za b William A. Monahan city Administrator . A. iy Linda D. Gray dgc\dprdlcookpork.op4(unk)(3/13/97) Page 2 - AGREEMENT FOR EXCLUSIVE OPTION TO PURCHASE PURCHASE AND SALE AGREEMENT BETWEEN: Charles Lamb and Zada A. Lamb, husband and wife, and R. A. Gray and Linda D. Gray, husband and wife, (collectively "Sellers") AND: City of Tigard, an Oregon municipal corporation, ("Purchaser") RECITALS Sellers own fee simple title to the real property described in Attachment "A", attached hereto and incorporated herein by reference. Sellers desire to sell, and Purchaser desires to purchase, the property described in Attachment "A," any improvements located thereon and all rights appurtenant thereto (the "Property"), on the terms and conditions stated herein. AGREEMENT 1. Purchase and Sale of Properly. Sellers agree to sell the Property to Purchaser, and Purchaser agrees to purchase the Property from Sellers, at the Purchase Price set forth below, on the terms set forth in this Agreement. 2. Purchase Price and Payment of Purchase Price. 2.1 Purchase Price. The purchase price for the Property shall be THREE HUNDRED THOUSAND AND N01100 DOLLARS ($300,000). 2.2 Escrow. Upon full execution hereof by both parties, Purchaser shall submit a fully executed original of this Agreement to Ticor Title Insurance Company, which shall serve as escrow agent. 2.3 Payment of Purchase Price. The purchase price of $300,000 shall be paid as follows: $150,000 due at Closing, $75,000 due on January 2, 1998, and $75,000 due on January 2, 1999. The unpaid balance shall accrue interest at the annual rate of 7.00 % from the date of Closing. Each annual payment shall be the stated amount, together with interest accrued to the date of payment. Payments may be made by mailing them on or before the due date to the Sellers at the address noted in this agreement or such other address provided by Sellers in writing. Sellers will prorate proceeds among themselves as they shall mutually agree. The unpaid balance of the purchase price shall be evidenced by a promissory note made by Purchaser in favor of Seller or order, and secured by a deed of trust on the Property. 3. Closing. As used in this Agreement, "closing," "date of closing" or "closing date" shall mean the date of the recording of the deed described in Section 5 below. Closing shall occur no later than sixty (60) days after Seller's execution hereof or as soon as reasonably possible thereafter. The Sellers shall pay the cost of a standard coverage owner's title insurance in the amount of the. purchase price, and the parties will share equally the cost of escrow services, Page 1 - PURCHASE AND SALE AGRMv1ENT - City of Tigard/Cook Park EXHIBIT recording fees, and transfer taxes. All real property. taxes shall be prorated to the date of closing. 4. Conditions Precedent to Closing. Purchaser's obligations to purchase the Property are subject, at Purchaser's discretion, to the occurrence and satisfaction of each of the following conditions precedent: 4.1 A rov . The Tigard City Council shall have approved the purchase of the Property. 4.2 Title. Sellers shall deliver good and marketable title to the Property and the title policy as required by Section 5 of this Agreement, subject only to those exceptions acceptable to Purchaser. 4.3 Environmental Review. Purchaser shall have conducted an environmental review and audit of the Property, at its option, indicating to . the satisfaction of Purchaser that the Property does not contain, either on its surface or in its subsurface or underlying water table, any Hazardous Materials as defined in Section 7 below. 4.4 Covenants and Representations. All of the representations, warranties and covenants of Sellers contained herein shall be true, accurate and complete and performed as required as of the date hereof and as of the date of closing. 4.5 Foreign Person Affidavit. Sellers shall execute and deliver at closing an affidavit containing Sellers' warranty and representation that Sellers are not foreign persons under IRC § 1445. 4.6 Survey. Purchaser may obtain or perform a survey of the Property, at Purchaser's expense, indicating boundaries, access and other conditions satisfactory to Purchaser. 5. Title Matters. 5.1 Preliminary Title Report. No more than ten (10) days after the execution hereof, Purchaser shall obtain and furnish to Sellers a preliminary title report showing the condition of title to the Property, along with copies of all exception documents, surveys, partition plats and other documents in the possession of Seller or their agents dealing with the title and physical condition of the Property. Purchaser shall have thirty (30) days after receipt of the preliminary title report and exceptions within which to notify Sellers, in writing, of Purchaser's disapproval of any exceptions shown in the report. 5.2 Deed: Title Policy. Sellers shall convey title to Purchaser by a statutory warranty deal at Closing, conveying the Property, free and clear of all liens and encumbrances except zoning ordinances, building and use restrictions, reservations and federal patents, and those other matters of record described in the preliminary title report, with no other exceptions unless Page 2 - PURCHASE AND SALE AGREEMENT City of Tigard/Cook Park accepted by Purchaser in writing. Sellers shall furnish to Purchaser a standard owner's title insurance policy in the amount of the purchase price, from the title insurance company named in Section 2 above, showing good and marketable title subject only to the exceptions stated above. Purchaser may elect to obtain an ALTA extended coverage title policy, in which event Purchaser shall pay the additional premium required therefor. 6. License and Possession. Sellers hereby grant to Purchaser a license to enter upon the Property at any time after the date hereof to conduct surveys, environmental tests and review, and other necessary studies. Purchaser shall be entitled to exclusive possession of the Property on and after the closing date. 7. Covenants Warranties and Representations of Sellers. -Sellers covenants, warrants and represents to Purchaser, as of the date hereof and the date of closing, as follows: 7.1 Title. Sellers warrant good and marketable title, good right to convey, quiet possession and further warrant that no work, labor or materials have been, or as of closing will have been, expended, bestowed or placed upon the Property which either remain unpaid or for which a lien may be filed. 7.2 Waste and Maintenance Obligations. Sellers shall not commit or suffer any waste of the Property, and agree to comply with all laws, regulations, ordinances and requirements of all governmental authorities applicable to the use or occupancy of the Property, up to the date of closing. 7.3 Ownership. Sellers shall not sell, contract to sell, assign, lease, or otherwise transfer the Property or any part of it, nor grant an option to any party to acquire all or any portion of it. 7.4 No Condemnation or Assessment Proceedings. There are no pending or threatened condemnation or similar proceedings or any assessments affecting any of the Property and, to the knowledge of Sellers, no such proceedings are contemplated by any governmental entity, except the City of Tigard, Oregon (Purchaser herein). 7.5 Litigation: Law. There is no litigation, arbitration, or administrative hearing pending before any governmental authority that concerns or affects the Property, or any portion thereof, and, to the best if Sellers' knowledge, no such proceeding is threatened. To the best of Sellers' knowledge, the Property complies with all laws, ordinances, and governmental approvals and decisions that relate to them. 7.6 Hazardous Materials. As used in this Agreement, the term "Hazardous Materials" means any hazardous or toxic substance, material or waste as defined by any federal, state or local law. Sellers warrant, represent, and covenant as follows: 7.6.1 No Hazardous Materials. To the best knowledge of Sellers, there are no Hazardous Materials in, upon, or buried on or beneath the Property and none has been emitted or released from the Property in violation of any federal, state or local laws. Sellers have not Page 3 - PURCHASE AND SALE AGRMvIENT - City of Tigard/Cook Park brought onto, stored on, buried, used on, emitted or released from, or allowed to be brought onto, stored on, buried, used on, or emitted or released from, the Property any Hazardous Materials in violation of any federal, state or local laws. In addition, to the best knowledge of Sellers, no above ground or underground storage tanks are located on the Property, including (without limitation) any storage tanks that contain, or previously contained, any Hazardous Materials, and Sellers agree not to cause or permit any such tanks to be installed on the Property before closing. 7.6.2 Indemnification. Sellers agree to indemnify, defend and hold the Purchaser and its officers, employees, and agents harmless from any claims, judgments, damages, penalties, fines, costs, liabilities (including sums paid in settlement of claims) or loss, including attorney fees, consultant fees, and expert fees, before or after closing arising from or in connection with the presence or suspected presence of Hazardous Materials present at any time before closing in the soil, groundwater or surface water, on or under the Property, unless the Hazardous Materials are present solely as a result of the negligence or willful misconduct of the Purchaser, its officers, employees, or agents. 7.7 Status of Sellers. Sellers warrant that Sellers are not foreign persons, foreign partnerships, foreign corporations, or foreign trusts, as those terms are defined in IRC § 1445. 7.8 Breach of Agreements. Neither the execution of this Agreement, nor the execution, delivery, or recordation of any document or agreement referenced herein, nor the closing of the transaction contemplated herein, constitutes or will constitute a default under any other agreement or contract that relates to the Property or to which Sellers are a party. 7.9 Contracts and Leases. Sellers warrant that, as of the Closing Date, there will be no parties or trespassers in possession of any of the Property, and there will be no leases affecting the Property, and that there are no maintenance or service contracts or other contracts affecting the Property. 8. Remedies. The parties shall be entitled to such remedies for breach of contract as may be available under applicable law, including without limitation the remedy of specific performance. 9. Waiver. Failure by Sellers or Purchaser to enforce any right under this Agreement shall not be deemed to be a waiver of that right or of any other right under this Agreement. 10. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, personal representatives, successors and assigns. 11. Attorneys' Fees. In any action to interpret, construe or enforce this Agreement, or any part hereof, the prevailing party shall be entitled to its reasonable costs and attorneys' fees, including any title insurance premiums or other title company charges and including fees and costs on any appeal. This provision shall, include prevailing fees in any adversary proceeding in bankruptcy; including motions for relief from stay. Page 4 - PURCHASE AND SALE AGREEIA= City of Tigard/Cook Park 12. Integration. Modification or Amendments. This Agreement contains the entire agreement of the parties with respect to the Property and supersedes all prior written and oral negotiations and agreements with respect to the Property. Any modifications, changes, additions, or deletions to this Agreement must be approved by Sellers and Purchaser, in writing. 13. Governing Law: Interpretation. This Agreement shall be governed by the laws of Oregon. If a court holds any portion of this Agreement to be void or unenforceable as written, Sellers and Purchaser intend that such portion of this Agreement be enforced to the extent permitted by law, and that the balance of this Agreement remain in full force and effect. 14 Good Faith: Further Assurances and Additional Documents. The parties covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of their respective obligations. The parties shall execute and deliver any additional papers, documents and other assurances and shall otherwise perform as reasonably necessary in connection with their respective obligations hereunder and to carry out the intent of the parties hereto. The parties shall execute and deliver all other appropriate supplemental agreements and other instruments and take any other action necessary to make this Agreement fully and legally effective, binding and enforceable as between the parties and as against third parties. 15. Time Is of the Essence. Time is of the essence of this Agreement. 16. Non-Appropriation. Sellers acknowledge that the payment obligations of Purchaser hereunder are subject to the annual appropriation of funds by the Tigard City Council then in office. In the event that such appropriation is not forthcoming, Purchaser may terminate this contract, effective upon written notice to Sellers, with no further liability to Purchaser. 17. Statutory 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 L v= LAWSUITS AGAINST FARMUgG OR FOREST PRACTICES AS DEFINID IN ORS 30.930.1N ALL ZONES. BEFORE SIGNING OR ACCEVIING 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 FM PROTECTION FOR STRUCTURES. 18. rvival. Any of the terms and covenants contained in this Agreement which require the performance of either party after closing, and all representations and wananties, shall survive closing and delivery of the deed. Page 5 - PURCHASE AND SALE AGREEMENT - City of Tigard/Cook Park 20. Acceptance. If the above terms are acceptable to Sellers, Sellers shall execute a copy of this Agreement and. return it by hand delivery or regular mail to the offices of the City of [date].. Tigard, 13125 SW Hall. Blvd, Tigard, OR. 97223, no later than SELLERS: PURCHASER: THE CITY OF TIGARD, an Oregon Charles Lamb municipal corporation By: Zada A. Lamb William A. Monahan City Administrator R. A. Gray Date: Linda D. Gray dgcNdgwd\-okp-t-ag4(-k)(3/7/" r Page 6 - PURCHASE AND SALE AGREEMENT - City of Tigard/Cook Park ATTACIMEM "A" LEGAL DESCRIPTION [To Be Provided] Page 1 - Attachment "A" - City of Tigard/Cook Park