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Cook Park - Thomas Dairy Property PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is entered into as of October ~Z, 1998 (the "Effective Date"), between UNIFIED SEWERAGE AGENCY OF WASHINGTON COUNTY, OREGON ("Seller") and the CITY OF TIGARD, an Oregon municipal corporation ("Purchaser"). RECITALS A. Seller is the owner of approximately 6.86 acres of property located in Washington County, Oregon, adjacent to Cook Park in the city of Tigard, which is part of property formerly known as the "Thomas Dairy", and more particularly described in Exhibit "A" attached hereto and incorporated herein by reference (the "Property"). } B. Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser, the Property. C. It is the intention of the parties to set forth in this Agreement the terms and conditions of the sale and purchase of the Property. D. These recitals are contractual in nature and shall be construed to give full effect to the provisions of this Agreement. Page 1- Purchase and Sale Agreement and Joint Escrow Instructions AGREEMENT In consideration of the mutual promises set forth mi this Agreement, the parties agree as follows: 1. Agreement. Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the Property upon the terms and conditions set forth in this Agreement. 2. Purchase Price. The purchase price (the "Purchase Price") to be paid by Purchaser to Seller for the Property is $86,332.00. The Purchase Price shall be payable in cash or other readily available funds through escrow at the Closing (as defined below). 3. Payment of Purchase Price. On or before the Closing Date, Purchaser shall deposit into an escrow account the Purchase Price either in cash, wire transfer of funds, certified check or cashier's check. 4. Escrow. 4.1 Opening of Escrow. With the deposit by the Purchaser of $8,633.20 (10% of the Purchase Price) ("Earnest Money") escrow has been opened for consummating this transaction. Upon execution of this Agreement, the parties shall deliver a copy of this fully executed Agreement to Oregon Title Insurance Company, 10220 SW Greenburg Road, Tigard, Oregon 97223 (the "Escrow Agent"). Seller and Purchaser hereby authorize Escrow Agent to take necessary steps for the closing of this transaction pursuant to the terms of this Agreement. Further, Seller and Purchaser hereby authorize their respective attorneys to execute and deliver into escrow any additional instructions consistent with this Agreement as may be necessary or convenient to implement the terms of this Agreement and to close this transaction. Page 2 - Purchase and Sale Agreement and Joint Escrow Instructions 4.2 Cancellation Fee and Expenses. In the event this escrow terminates because of the non-satisfaction of any condition set forth in Section 5 of this Agreement, any cancellation charges required to be paid to Escrow Agent shall be borne equally by Seller and Purchaser. In the event this escrow terminates because of Purchaser's default, the cancellation charges required to be paid to Escrow Agent shall be borne by Purchaser. In the event this escrow terminates because of Seller's default, the cancellation charges required to be paid to Escrow Agent shall be borne by Seller. 4.3 Closing Date. This transaction shall close on or before October 30, 1998 ("Closing Date"). 5. Conditions Precedent to Purchaser's Obligation to Close. Purchaser's obligation to close the transaction described in this Agreement is expressly contingent on satisfaction or waiver by Purchaser of all of the following conditions precedent set forth in this section. 5.1 Purchaser's Inspection Period. Concurrently with execution of this Agreement, Seller has furnished to Purchaser copies of all environmental audit reports, engineering documents, surveys, exhibits, permits, leases and all other documents concerning the Property that are in Seller's possession or reasonably accessible to Seller. Purchaser shall have until the Closing Date, to conduct a review and investigation of any and all matters pertaining to this Agreement and the condition of the Property (the "Inspection Period"). Purchaser and its agents shall have the right to enter the Property at reasonable times during the Inspection Period to perform such environmental, geological and other site tests, inspections, studies and other investigations ("Inspections") of the Property as purchaser deems necessary, at Purchaser's sole risk and expense. Purchaser shall indemnify and hold Seller harmless from any loss, damage or claim arising out of Purchaser's or Purchaser's agents entry on the Property for the purpose of Page 3 - Purchase and Sale Agreement and Joint Escrow Instructions making such Inspections, which obligation to indemnify shall survive any termination of this Agreement. Purchaser may terminate this Agreement for any r eason by notifying Seller of such termination in writing within ten (10) days from the last day of the Inspection Period. In the event the transaction does not close, and the failure to close the transaction was not a result of a default of Seller, Purchaser shall convey all of its right, title and interest in and to any appraisal or environmental assessments with respect to this Property, or any other studies with respect to the Property that it has obtained, to Seller. 5.2 Creation of Legal Parcel. The property must be confirmed or established as a legal parcel not later than ten (10) days prior to the Closing Date. Seller will cooperate fully with Purchaser in obtaining necessary annexations and approvals. However, Purchaser is responsible for all costs associated with partitioning and/or annexing the Property in accordance with all applicable laws. Purchaser shall pay all liens or sums of money that Seller may become obligated to pay as a result of Purchaser's activities on the Property. 5.3 Approval of Title by Purchaser. 5.3.1 Preliminary Title Report. Within five (5) days of the Effective Date of this Agreement, Seller, at Seller's expense, shall cause the Escrow Agent to issue to the Purchaser a preliminary title report on the Property prepared by the Escrow Agent, describing the Property, listing the Purchaser or the Purchaser's designee as the prospective named insured, and showing as the policy amount the total Purchase Price, together with copies of any financing statements filed against the Property and true, convect and legible copies of all instruments referred to in such Preliminary Title Report as conditions or exceptions to title to the Property, including liens. Page 4 - Purchase and Sale Agreement and Joint Escrow Instructions 5.3.2 Title Objections. 5.3.2.1 Notice to Seller. In the event the Preliminary Title Report should show any exceptions other than the Permitted Exceptions (defined below), Purchaser shall have ten (10) days from the date it receives the Preliminary Title Report to disapprove the exception(s) in Purchaser's sole discretion by written notice of disapproval to Seller. Failure of Purchaser to disapprove of any exception within such time shall be deemed an approval. 5.3.2.2 Seller's Removal of Exceptions. In the event Purchaser shall disapprove any exceptions to title, Seller, within five (5) days of receipt of written notice of disapproval by Purchaser, shall notify Purchaser in writing of those disapproved exceptions that Seller agrees to remove, or will not remove, prior to the Closing. 5.3.2.3 Purchaser's Remedies. In the event Purchaser does not approve the exceptions and Seller is unable or unwilling to remove the same with the exercise of due diligence prior to Closing, the Purchaser may, in Purchaser's sole discretion, (i) suspend performance of its obligations under this Agreement at no cost to Purchaser and extend the Closing Date until the exceptions that Seller has notified Purchaser will be removed in fact have been removed; or (ii) terminate this Agreement, in which event all the rights and obligations of the parties under this Agreement shall be null and void; or (iii) agree to close this transaction subject to all unremoved exceptions. In no event shall Seller be required to remove or to reimburse Purchaser for the removal of any lien or other exception to title created by Purchaser's activities with respect to the Property. Page 5 - Purchase and Sale Agreement and Joint Escrow Instructions 5.3.3 Permitted Exceptions. As used herein, the term "Permitted Exceptions" means: 5.3.3.1 The standard printed exceptions contained in the Preliminary Title Report of only zoning ordinances, building and use restrictions, reservations and federal patents, water rights and utility easements of record. 5.3.3.2 The standard printed exceptions for encroachments, easements, overlaps, boundary line disputes, and any matters, which would be disclosed by an accurate survey and inspection of the premises to the extent allowed by applicable rules and regulations unless Purchaser obtains a survey of the Property and Purchaser obtains the right to object to any exceptions that would be disclosed by an accurate survey. Seller shall furnish to Purchaser at no cost any surveys of the Property in Seller's possession or which Seller could obtain from surveyors that Seller has previously retained to survey the subject Property. 5.3.3.3 The standard exception as to the lien for taxes and assessments, limited to the period during which Closing is scheduled to occur for which said taxes are not yet due and payable and any proceedings that may result in taxes or assessments whether or not of record. 5.3.3.4 Any exception contained in the Preliminary Title Report that has been approved by Purchaser. 5.3.3.5 Any statutory or other liens or encumbrances created by Purchaser, including any from Purchaser to Seller. 5.4 Failure of Conditions Precedent. In the event of a failure of any condition precedent to Purchaser's obligation, or if Purchaser has timely terminated this Agreement Page 6 - Purchase and Sale Agreement and Joint Escrow Instructions pursuant to Sections 5.1, 5.2 or 5.3, the escrow and the rights and obligations of Purchaser and Seller under this Agreement shall terminate. 6. Seller's Warranties. 6.1 Marketable Title. Seller warrants good and marketable title, good right to convey, quiet possession and further warrants that no work, labor or materials have been expended, bestowed or placed upon the Property, adjacent thereto or within any existing or proposed assessment district which will remain unpaid at close of escrow or upon which a lien may be filed at close of escrow. 6.2 Parties in Possession. Seller warrants that as of the close of escrow there will be no parties or trespassers in possession of any of the Property, and there will be no rental agreements or leases affecting the Property. 6.3 Authority of Seller. Seller warrants that it has the authority to execute this Agreement, to enter into the escrow contemplated herein, to perform all of its obligations hereunder, and that the party executing this Agreement on behalf of Seller has been fully authorized by appropriate resolution to bind Seller to the terms and provisions hereof. 6.4 No Option to Acquire Premises. Seller represents that no person or entity has any right of first refusal or option to acquire any interest in the property or any part thereof. 6.5 Environmental Warranty. To the best of Seller's knowledge the Property is materially in compliance with applicable state and federal environmental standards and i requirements. The Seller has not received any notices of violation or advisory action by any regulatory agency regarding environmental control matters or permit compliance with respect to the Property. There are no proceedings, governmental administrative actions or judicial proceedings pending, or, to the best of Seller's knowledge contemplated under any federal, state Page 7 - Purchase and Sale Agreement and Joint Escrow Instructions or local laws regulating the discharge of hazardous or toxic materials or substances into the environment and affecting the Property. To the best of Seller's knowledge Seller and its Lessees have not, during Seller's ownership of the Property, produced, disposed of or stored hazardous materials on the Property. As used herein "hazardous materials" means any substance the production, storage, discharge or presence of which is regulated by any federal, state or local law relating to the protection of the environment or public health. Two underground storage tanks CUM"), one for gasoline and one for heating oil, and one above-ground tank for storage of diesel fuel are located on the developed, northern portion of the former Thomas Dairy property. Seller is responsible for clean up of the petroleum tanks including any contaminated soil. 7. Closing. 7.1 Closing. The closing ("Closing") of the sale of the Property by Seller to Purchaser shall occur in escrow in the offices of the Escrow Agent on or before the Closing Date set out in section 4.3 of this Agreement. The transaction contemplated in this Agreement is "closed" when the Deed (as defined below) to be delivered by Seller is recorded, all other documents required by this Agreement are executed and delivered, and the Purchase Price is paid through escrow to Seller as provided in this Agreement. 7.2 Deliveries to Escrow Agent. In connection with the Closing, the following shall occur, and the performance or tender of performance of all matters set forth in this Section 7.2 shall be mutually concurrent conditions: 7.2.1 Seller's Deliveries. On or before the Closing Date, Seller, at its sole cost and expense, shall deliver the following into escrow: Page 8 - Purchase and Sale Agreement and Joint Escrow Instructions (i) Statutory Warranty Deed ("Deed"), fully executed and acknowledged by Seller, conveying to Purchaser the Property free and clear of all encumbrances other than the Permitted Exceptions; (ii) At Closing, and at the expense of Seller, Seller shall cause to be issued to Purchaser an ALTA standard coverage owner's title policy in the amount of the total Purchase Price that shall insure fee simple, indefeasible title to the Property in Purchaser, subject only to the Permitted Exceptions; provided that Purchaser shall have the right to order an ALTA extended coverage owner's policy. Purchaser shall be responsible for and pay the difference between the premium for the standard ALTA owner's policy and the ALTA extended coverage owner's policy, together with all related expenses including the land survey. (iii) Certificate executed and sworn to by Seller a) confirming Seller's United States taxpayer identification number and (b) stating that Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code of the United States of America of 1986 and otherwise in compliance with § 1.1445-2T of the regulations promulgated thereunder. 7.2.2 Purchaser's Deliveries. On or before the Closing Date, Purchaser shall deliver the Purchase Price into escrow, receiving full credit for the Earnest Money. 7.3 Closing Costs; Proration. Seller and Purchaser shall each pay one-half (1/2) of all escrow fees. Seller shall pay the cost of recording the Deed and the cost of an ALTA standard coverage owner's policy of title insurance. Purchaser shall pay the additional premium necessary for an ALTA extended coverage owner's policy of title insurance, if Purchaser shall desire such extended coverage, together with all other attendant costs for such extended coverage. Ad valorem and similar taxes and assessments relating to the Property shall be Page 9 - Purchase and Sale Agreement and Joint Escrow Instruction prorated between Seller and Purchaser as of the Closing Date. If the actual amounts to be prorated are not known at the Closing Date, the proration shall be computed on the basis of the evidence then available; when actual figures are available a cash settlement shall be made between Seller and Purchaser. The provisions of this Section 7.3 shall survive the Closing. 7.4 Authority Documents. Purchaser and Seller shall, if requested by the other party or the Escrow Agent, furnish satisfactory evidence of their authority to consummate the sale and purchase contemplated by this Agreement. 7.5 Possession. Seller shall deliver to Purchaser possession of the Property on the first full day after completion of the Closing in a condition suitable for immediate occupation by Purchaser. 8. Remedies. 8.1 Seller's Remedies. If Purchaser fails or refuses to perform any of its obligation under this Agreement for any reason other than failure of a condition precedent to occur or termination of this Agreement pursuant to Sections 5.1, 5.2, or 5.3, then Seller may terminate this Agreement by notifying Purchaser thereof, in which event neither party shall have any further rights or obligations hereunder and Seller may retain the Earnest Money as liquidated damages and as Seller's exclusive remedy. 8.2 Purchaser's Remedies. If Seller fails or refuses to perform any of its obligation under this Agreement for any reason other than termination of this Agreement by Purchaser, then Purchaser may either: (i) terminate this Agreement by notifying Seller thereof and thereafter neither party hereto shall have any further rights or obligations hereunder; or (ii) Purchaser may seek any other rights, recourses or remedies (including, without limitation, Page 10 - Purchase and Sale Agreement and Joint Escrow Instructions specific performance) available to Purchaser, such rights, remedies and recourses hereunder to be cumulative, and not in exclusion of any other. 9. General Provisions. 9.1 Time. TIME IS OF THE ESSENCE of this Agreement. 9.2 Authority. The effectiveness of this Agreement is conditioned upon the approval of both the City Council of the City of Tigard and the Board of Directors of the Unified. Sewerage Agency of Washington County. By execution hereof, the parties acknowledge that they each have the full right, power, legal capacity and authority to enter into and perform their respective obligations hereunder and all approvals and consents necessary in connection herewith have been obtained. 9.3 Negation of Agency and Partnership. Any agreement by either party to cooperate with the other in connection with any provision of this Agreement shall not be construed as making either party an agent or partner of the other party. 9.4 Applicable law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oregon. 9.5 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 Page 11- Purchase and Sale Agreement and Joint Escrow Instructions APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES. 9.6 Severabili1y. If any provision of this Agreement shall be held to be void or invalid, the same shall not affect'the remainder hereof which shall be effective as though the void or invalid provision had not been contained herein. 9.7 Modification or Amendments. No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all the parties hereto. 9.8 Waiver. Except as otherwise provided in this Agreement, failure of either party at any time to require performance of any provision of this Agreement shall not limit the party's right to enforce the provision, nor shall any waiver of any breach of any provision be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision. 9.9 Successors and Assigns. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective heirs, legal representatives, successors and assigns. 9.10 Notice. All notices required or provided under this Agreement shall be in writing. If mailed, notice shall be deemed effective forty-eight (48) hours after mailing as certified mail, postage prepaid, directed to the other party at the address set forth below or such other address as the party may indicate by written notice to the other as provided herein; notice given in any other manner shall be effective upon receipt by the addressee. For purposes of notice, the addresses of the parties shall be as follows: Page 12 Purchase and Sale Agreement and Joint. Escrow Instructions If to Seller, to: Unified Sewerage Agency of Washington County Attn: Tom VanderPlaat 155 N. First Avenue, Suite 270 Hillsboro, OR 97124 If to Purchaser, to: City of Tigard Attn: Duane Roberts 13125 SW Hall Boulevard Tigard, OR 97223 With a Copy to: Dominic Colletta O'Donnell Ramis Crew Corrigan & Bachrach 1727 NW Hoyt Street Portland, OR 97209 9.11 Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, but all of which shall constitute but one and the same Agreement. 9.12 Captions and Headings. The captions and headings of this Agreement are for convenience only and shall not be construed or referred to in resolving questions of interpretation or construction. 9.13 Calculation of Time. All periods of time referred to herein shall- include Saturdays, Sundays and legal holidays in the State of Oregon, except that if the last day of any period falls on any Saturday, Sunday or such holiday, the period shall be extended to include the next day which is not a Saturday, Sunday or such holiday. 9.14 Commissions. Each party warrants that it has not utilized the services of an agent, broker or finder with regard to the transaction contemplated by this Agreement. Seller hereby agrees to defend, indemnify and hold harmless Purchaser, and Purchaser hereby agrees to defend, indemnify and hold harmless Seller, from and against any claim by any third parties not Page 13 - Purchase and Sale Agreement and Joint Escrow Instructions named herein for brokerage, commission, finder's or other fees relative to this Agreement or the sale of the Property, and any court costs, attorney's fees or other costs or expenses arising thereform, and alleged to be due by authorization of the indemnifying party. 9.15 Attorney Fees. If a suit, action, or other proceeding of any nature whatsoever (including any proceeding under the U.S. Bankruptcy Code) is instituted in connection with any controversy arising out of this Agreement or to interpret or enforce any rights hereunder, the prevailing party shall be entitled to recover its attorneys', paralegals', accountants', and other experts' fees and all other fees, costs, and expenses actually incurred and reasonably necessary in connection therewith, as determined by the court at trial or on any appeal or review, in addition to all other amounts provided by law. 9.16 Entire Agreement. This Agreement constitutes the entire agreement between and among the parties, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. EXECUTED as of the Effective Date. SELLER: PURCHASER: Unified Sewerage Agency of Washington City of Tig d, an Oregon m ci County corporati By: By. Print Name: P ' t ame: ¢-J Ni w /Title: i /mot e- y o Duly A thori zed Representative Duly Authorized Representative APPROVED AS TO FORM CHIEF COUNSEL USA Page 14 - Purchase and Sale Agreement and Joint Escrow Instructions ACCEPTANCE BY TITLE COMPANY Oregon Title Insurance Company, by its duly authorized signature below, agrees to accept this escrow on the terms and conditions of, and to comply with the instructions contained in, the foregoing Agreement. OREGON TITLE INSURANCE COMPANY By: Its: PF\Legcd\Docu amts\1039 Page 15 - Purchase and Sale Agreement and Joint Escrow Instructions LEGAL DESCRIPTION A A TRACT OF LAND SITUATED IN THE SOUTHEAST ONE-QUARTER OF SECTION 14, TOWNSHIP 2 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON, DESCRIBED AS FOLLOWS: BEGINNING AT AN 5/8" IRON ROD WITH YELLOW PLASTIC CAP INSCRIBED KAMPE ASSOC. INC., BEING THE. NORTHEAST CORNER OF THE PROPERTY DESCRIBED IN DEED BOOK 468 PAGE 138 OF THE WASHINGTON COUNTY DEED RECORDS, ALSO BEING THE NORTHWEST CORNER OF PARCEL II AS DESCRIBED IN DOCUMENT NUMBER 96080099 OF THE WASHINGTON COUNTY DEED RECORDS; THENCE S 88° 37' 46" E, ALONG THE NORTH LINE OF DOCUMENT NUMBER 96080099 AND THE SOUTH LINE OF PARCEL 2 OF PARTITION PLAT 93-078 AS RECORDED IN THE WASHINGTON COUNTY RECORDS, A DISTANCE OF 514.88 FEET TO THE SOUTHEAST CORNER OF SAID PARTITION PLAT; THENCE S 1'35'43" W, ALONG THE EXTENSION OF THE EAST LINE OF SAID PARTITION PLAT, A DISTANCE OF 525.00 FEET; THENCE S 67° 39' 13" W A DISTANCE 283.63 FEET TO THE MEAN HIGH WATER LINE OF THE TUALATIN RIVER; THENCE ALONG THE OF MEAN HIGH WATER LINE THE FOLLOWING FIVE COURSES; THENCE N 49° 27' 18" W, A DISTANCE OF 17.85 FEET; THENCE N 570 14' 11" W A DISTANCE OF 43.39 FEET THENCE N640 07'23" W A DISTANCE OF 99.06 FEET; THENCE N 84° 34' 28 W A DISTANCE OF 85.39 FEET; THENCE N 820 4523" W A DISTANCE OF 27.12 FEET TO THE WEST LINE OF PARCEL II AS DESCRIBED IN DOCUMENT NUMBER 96080099 OF THE WASHINGTON COUNTY DEED RECORDS; THENCE N 01 ° 22' 18" E, ALONG THE WEST LINE OF SAID DOCUMENT, A DISTANCE OF 555.30 FEET TO THE POINT OF BEGINNING. CONTAINING 6.86 ACRES iAengyohnrh\cookpkad.des POLICY OF TITLE INSURANCE ISSUED BY OREGON TITLE INSURANCE COMPANY 1515 Southwest Fifth Avenue • Portland, Oregon 97201 • Portland, Oregon 97201 • (503) 220-0015 SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, OREGON TITLE INSURANCE COMPANY, an Oregon corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: 1. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land. The Company will also pay the costs, attomeys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. IN WITNESS WHEREOF, OREGON TITLE INSURANCE COMPANY has caused its corporate name and seal to be hereunto affixed and authenticated by the facsimile signatures of its President and Secretary, provided this policy is valid only when countersigned by a duly authorized officer or agent of the corporation. 1 OREGON TYrLE INSURANCE COMPANY BY PRESIDENT i Countersigned ATTEST t1 rr . ` SECRETARY Authorized Officer OTIC 923 - ALTA Owner's Policy (10-17-92) EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: 1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or lo- cation of any improvement now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in. the public re- cords at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value with- out knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not.known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the Insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (a) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer, or (b) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the prefer- ential transfer results from the failure: (i) to timely record the instrument of transfer; or (ii) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS opted from coverage, which would entitle a purchaser of 4. DEFENSE AND PROSECUTION OF ACTIONS; The following terms when used in this policy mean: the estate or interest described in Schedule Ato be released DUTY OF INSURED CLAIMANT TO "insured": the insured name in Schedule A, and, from the obligation to purchase by virtue of a contractual COOPERATE: (a) subject to any rights or defenses the Company would have condition requiring the delivery of marketable title. (a) Upon written request by the insured and subject to had against the named insured, those who succeed to the 2. CONTINUATION OF INSURANCE AFTER the options contained in Section 6 of these Conditions and interest of the named insured by operation of law as distin- CONVEYANCE OF TITLE. Stipulations, the Company, at its own cost and without an- guished from purchase including, but not limited to, heirs, reasonable delay, shall provide for the defense of an insured distributees, devisees, survivors, personal representatives, The coverage of this policy shall continue in force as of in litigation in which any third party asserts a claim adverse next of kin, or corporate or fiduciary successors. Date of Policy in favor of an insured only so long as the in- to the title or interest as insured, but only as to those stated (b) "insured claimant": an insured claiming loss or sured retains an estate or interest in the land, or holds an in- causes of action alleging a defect, lien or encumbrance or damage. debtedness secured by a purchase money mortgage given other matter insured against by this policy. The Company by a purchaser from the insured, or only so long as the in- shall have the right to select counsel of its choice (subject to (c) "knowledge" or "known" actual knowledge, not sured shall have liability by reason of covenants of warranty the right of the insured to object for reasonable cause) to constructive knowledge or notice which may be imputed to made by the insured in any transfer or conveyance of the es- represent the insured as to those stated causes of action an insured by reason of the public records as defined in this tate or interest. This policy shall not continue in force in favor and shall not be liable for and will not pay the fees of any policy or any other records which impart constructive notice of any purchaser from the insured of either (i) an estate or in- other counsel. The Company will not pay any fees, costs or of matters affecting the land. terest in the land, or (ii) an indebtedness secured by a pur- expenses incurred by the insured in the defense of those (d) "land": the land described or referred to in chase money mortgage given to the insured. causes of action which allege matters not insured against by Schedule (A), and improvements affixed thereto which by this policy. law constitute real property. The term "land" does not in- 3. NOTICE OF CLAIM TO BE clude any property beyond the lines of the area described or GIVEN BY INSURED CLAIMANT. to institute The Company shall have the right, at its own cost, tute and prosecute any action n or proceeding or to do referred to in Schedule (A), nor any right, title, interest, es- The insured shall notify the Company promptly in writing any other act which in its opinion may be necessary or desir- tate or easement in abutting streets, roads, avenues, alleys, (i) in case of any litigation as set forth in Section 4(a) below, able to establish the title to the estate or interest, as insured, lanes, ways or waterways, but nothing herein shall modify or (ii) in case knowledge shall come to an insured hereunder of or to prevent or reduce loss or damage to the insured. The limit the extent to which a right of access to and from the land any claim of title or interest which is adverse to the title to the Company may take any appropriate action under the terms is insured by this policy. estate or interest, as insured, and which might cause loss or of this policy, whether or not it shall be liable hereunder, and (e) "mortgage": mortgage, deed of trust, trust deed, damage for which the Company may be liable, by virtue of shall not thereby concede liability or waive any provision of or other security instrument. this policy, or (iii) if title to estate or interest, as insured, is re- this policy. If the Company shall exercise its rights under this (f) "public records": records established under state jected as unmarketable. If prompt notice shall not be given paragraph, it shall do so diligently. to the Company, then as to the insured all liability of the c the Company shall have brought an statutes at Date of Policy for the purpose of imparting con- . O. Whenever structive notice of matters relating to real property to pur- Company shall terminate with regard to the matter or mat- action or interposed a defense as required or permitted by chasers for value and without knowledge. With respect to teas for which prompt notice required provided, however, the provisions of this policyr the Company may pursue any Section 1(a)(iv) of the Exclusions From Coverage, "public that failure to notify the Company shall in no case prejudice. litigation to final determination by a court of competent juris- records" shall also include environmental protection liens the rights of any insured under this policy unless the com--, diction and expressly reserves the right, in its sole discre- filed in the records of the clerk of the United States district Pany shall be prejudiced by the failure and then only to the tion, to appeal from any adverse judgment or order. court for the district in which the land is located. extent of the prejudice. (d) In all cases where this policy permits or requires (g) "unmarketability of the title": an alleged or appar- the Company to prosecute or provide for the defense of any ent matter affecting the title to the land, not excluded or ex- (Continued on inside back cover) I OONDITIONS AND STIPULATIONS 1 - (Continued from inside front cover) action or proceeding, the insured shall secure to the Com- (i) to pay or otherwise settle with other parties for tion of any appeals therefrom, it shall have fully performed pany the right to so prosecute or provide defense in the ac- or in the name of an insured claimant any claim insured its obligations with respect to that matter and shall not be li- tion or proceeding, and all appeals therein, and permit the against under this policy, together with any costs, attorneys' able for any loss or damage caused thereby. Company to use, at its option, the name of the insured for fees and expenses incurred by the insured claimant which (b) In the event of any litigation, including litigation b this purpose. Whenever requested by the Company, the in- were authorized by the Company up to the time of payment y 9 9 by sured, at the Company's expense, shall give the Company and which the Company is obligated to pay; or the Company or with the Company's consent, the Company all reasonable aid (i) in any action or proceeding, securing shall have no liability for loss or damage until there has been y (ii) to pay or otherwise settle with the insured a final determination by a court of competent jurisdiction, evidence, obtaining witnesses, prosecuting or defending claimant the loss or damage provided for under this policy, and disposition of all appeals therefrom, adverse to the title the action or proceeding, or effecting settlement, and (ii) in together with any costs, attome fees and expenses incur- any other lawful act which in the opinion of the Company y as insured. may be necessary or desirable to establish the title to the es- red by the insured claimant which were authorized by the (c) The Company shall not be liable for loss or dam- tate or interest, as insured. If the Company is prejudiced by Company up to the time of payment and which the Company is obligated to pay. age to any insured for liability voluntarily assumed by the in- the failure of the insured to fumish the required cooperation, Upon the exercise by the Company of either of the options sured in settling any claim or suit without the prior written the Company's obligations to the insured under the policy provided for in paragraphs (b)(i) or (ii) the Company's obli- consent of the Company. shall terminate, including any liability or obligation to defend, gations to the insured under this policy for the claimed loss prosecute, or continue any litigation, with regard to the mat- or damage, other than the 10. REDUCTION OF INSURANCE; REDUCTION ter or matters requiring such cooperation. payments required t made, OR TERMINATION OF LIABILITY. shall terminate, including any liability or obligation n to o defend, 5. PROOF OF LOSS OR DAMAGE. Prosecute or continue any litigation. All payments under this policy, except payments made for costs, attomeys' fees and expenses, shall reduce In addition to and after the notices required under Section 7. DETERMINATION AND EXTENT OF LIABILITY the amount of the insurance pro tanto. 3 of these Conditions and Stipulations have been provided AND COINSURANCE. the Company, a proof of loss or damage signed and swom This policy is a contract of indemnity against actual mone- 11. LIABILITY NONCUMULATIVE. to by the insured claimant shall be furnished to the Company tary loss or damage sustained or incurred by the insured It is expressly understood that the amount of insurance within 90 days after the insured claimant shall ascertain the claimant who has suffered loss or damage by reason of mat- under this policy shall be reduced by any amount the Com- facts giving rise to the loss or damage. The proof of loss or ters insured against by this policy and only to the extent pany may pay under any policy insuring a mortgage to which damage shall describe the defect in, or lien or encumbrance herein described. exception is taken in Schedule B or to which the insured has on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall (a) The liaiblity of the Company under this policy shall agreed, assumed, or taken subject, or which is hereafter ex- state, to the extent possible, the basis of calculating the not exceed the least of: ecuted by an insured and which is a charge or lien on the es- amount of the loss or damage. If the Company is prejudiced (i) the Amount of Insurance stated in Schedule tale or interest described or referred to in Schedule A, and by the failure of the insured claimant to provide the required A; or, the amount so paid shall . deemed a payment under this proof of loss or damage, the Company's obligations to the policy to the insured owner. insured under the policy shall terminate, including any liabil- (ii) the difference between the value the in- insured 12. PAYMENT OF LOSS. or obligation to defend, prosecute, or continue any litiga- sured estate or interests as insured and the value o of the m- tion, with regard to the matter or matters requiring such brand estate or interest subject to the defect, lien or encum brance insured against by this policy. (a) No payment shall be made without producing this proof of loss or damage. policy for endorsement of the payment unless the policy has In addition, the insured claimant may reasonably be re- (b) In the event the Amount of Insurance stated in been lost or destroyed, in which case proof of loss or de- quired to submit to examination under oath by any au- Schedule A at the Date of Policy is less than 80 percent of struction shall be furnished to the satisfaction of the Com- thorized representative of the Company and shall produce the value of the insured estate or interest or the full consid- pang. for examination, inspection and copying, at such reasona- eration paid for the land, whichever is less, or if subsequent to the Date of Policy improvement is erected on the land (b) When liability and the extent of loss or damage ble times and places as may be designated by any au- y an has been definitely fixed in accordance with these Condi- thorized representative of the Company, all records, books, which increases the value of the insured estate or interest by tions and Stipulations, the loss or damage shall be payable ledgers, checks, correspondence and memoranda, at least 20 percent over the Amount of Insurance stated in within 30 days thereafter. whether bearing a date before or after Date of Policy, which Schedule A, then this Policy is subject to the following. reasonably pertain to the loss or damage. Further, if re- (i) where no subsequent improvement has been 13. SUBROGATION UPON PAYMENT quested by any authorized representative of the Company, made, as to any partial loss, the Company shall only pay the OR SETTLEMENT. the insured claimant shall grant its permission, in writing, for loss pro rata in the proportion that the amount of insurance any authorized representative of the Company to examine, at Date of Policy bears to the total value of the insured estate (a) The Company's Right of Subrogation. inspect and copy all records, books, ledgers, checks, oor- or interest at Date of Policy; or (ii) where a subsequent im- Whenever the Company shall have settled and paid a respondence and memoranda in the custody or control of a provement has been made, as to any partial loss, the Com- claim under this policy, all right of subrogation shall vest in third party, which reasonably pertain to the loss or damage. pany shall only pay the loss pro rata in the proportion that the Company unaffected by any act of the insured claimant. All information designated as confidential by the insured 120 percent of the Amount of Insurance stated in Schedule The Company shall be subrogated to and be entitled to all claimant provided to the Company pursuant to this Section A bears to the sum of the Amount of Insurance stated in rights and remedies which the insured claimant would have shall not be disclosed to others unless, in the reasonable Schedule A and the amount expended for the improvement. had against any person or property in respect to the claim judgment of the Company, it is necessary in the administra- The provisions of this paragraph shall not apply to costs, had this policy not been issued. If requested by the Com- tion of the claim. Failure of the insured claimant to submit for attorneys' fees and expenses for which the Company is li- pany, the insured claimant shal l transfer to the Company all examination under oath, produce other reasonably re- able under this policy, and shall only apply to that portion of rights and remedies against any person or property neces- quested information or grant permission to secure reasona- any loss which exceeds, in the aggregate, 10 percent of the sary in order to perfect this right of subrogation. The insured bly necessary information from third parties as required in Amount of Insurance stated in Schedule A. claimant shall permit the Company to sue, compromise or this paragraph, unless prohibited by law or governmental (c) The Company will pay only those costs, attorneys' settle in the name of the insured claimant and to use the regulation, shall terminate any liability of the Company fees and expenses incurred in accordance with Section 4 of name of the insured claimant in any transaction or litigation under this policy as to that claim. these Conditions and Sstipulations. involving these rights or remedies. If a payment on account of a claim does not fully cover the 6. OPTIONS TO PAY OTHERWISE SETTLE S. APPORTIONMENT. loss of the insured claimant, the Company shall be subro- CLAIMS: TERMINATION OF LIABILITY. gated to these rights and remedies in the proportion which In case of a claim under this policy, the Company shall If the land described in Schedule (A) consists of two or the Company's payment bears to the whole amount of the have the following additional options: more parcels which are not used as a single site, and a loss loss. is established affecting one or more of the parcels but not all, If loss should result from any act of the insured claimant, (a) To Pay or Tender Payment of the Amount of Insur- the loss shall be computed and settled on a pro rata basis as as stated above, that act shall not void this policy, but the ance. if the amount of insurance under this policy was divided pro Company, in that event, shall be required to pay only that To pay or tender payment of the amount of insur- rata as to the value on Date of Policy of each separate parcel part of any losses insured against by this policy which shall ance under this policy together with any costs, attorneys' to the whole, exclusive of any improvements made sub- exceed the amount, if any, lost to the Company by reason of fees and expenses incurred by the insured claimant, which sequent to Date of Policy, unless a liability or value has the impairment by the insured claimant of the Company's were authorized by the Company, up to the time of payment otherwise been agreed upon as to each parcel by the Com- right of subrogation. or tender of payment and which the Company is obligated to pany and the insured at the time of the issuance of this policy pay. and shown by an express statement or by an endorsement (b) The Company's Rights Against Non-Insured Upon the exercise by the Company of this option, all liabil- attached to this policy. Obligors. ity and obligations to the insured underthis policy, other than The Company's right of subrogation against non- to make the payment required, shall terminate, including 9. LIMITATION OF LIABILITY. insured obligors shall exist and shall include, without limits- any liability or obligation to defend, prosecute, or continue (a) If the Company establishes the title, or removes tion, the rights of the insured to indemnities, guaranties, any litigation, and the policy shall be surrendered to the the alleged defect, lien or encumbrance, or cures the lack of other policies of insurance or bonds, notwithstanding any Company for cancellation. a right of access to or from the land, or cures the claim of un- terms or conditions contained in those instruments which (b) To Pay or Otherwise Settle With Parties Other marketability of title, all as insured, in a reasonably diligent provide for subrogation rights by reason of this policy. than the Insured or With the Insured Claimant. manner by any method, including litigation and the comple- (Continued on back) I CONDITIONS AND STIPULATIONS (Continued from inside back cover) 14.. ARBRRATION. ing party. Judgment upon the award rendered the Arbd- by (c) No amendment of or endorsement to this policy rator(s) may be entered in any court having jurisdiction can be made except by a writing endorsed hereon or at- Unless prohibited by applicable law, either the Company thereof. tached hereto signed by either the President, a Vice Presi- or the insured may demand arbitration pursuant to the Title The law of the situs of the land shall apply to an arbitration dent, the Secretary, an Assistant Secretary, or validating of- Insurance Arbitration Rules of the American Arbitration As- under the Title Insurance Arbitration Rules. ficer of authorized signatory of the Company. sociation. Arbitrable matters may include, but are not limited A copy of the Rules may be obtained from the Company to, any controversy or claim between the Company and the upon request. 16. SEVERABILITY.. insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach 15. LIABILITY LIMITED TO THIS POLICY; In the event any provision of this policy is held invalid or of a policy provision or other obligation. All arbitrable mat- POLICY ENTIRE CONTRACT. unenforceable under applicable law, the policy shall be ters when the Amount of insurance is $1,000,000 or less deemed not to include thatprovisionandallother provisions shall be arbitrated at the option of either the Company or the (a) This policy together with all endorsements, if any, shall remain in full force and effect. insured. All arbitrable matters when the Amount of Insur- attached hereto by the Company is the entire policy and ance is in excess of $1,000,000 shall be arbitrated only contract between the insured and the Company. In interpret- 17. NOTICES, WHERE SENT. when agreed to by both the Company and the insured. Arbi- ing any provision of this policy, this policy shall be construed tration pursuant to this policy and under the Rules in effect as a whole. All notices required to be given the Company and any on the date the demand for arbitration is made or, at the statement in writing required to be famished the Company option of the insured, the Rules in effect at Date of Policy (b) Any claim of loss or damage, whether or not shall include the number of this policy and shall be ad- option based on negligence, and which arises out of the status of dressed to the Company at 1515 S.W. Rfth Avenue, Port- shall be binding upon the parties. The award may include at- the title to the estate or interest covered hereby or by any ac- land, Oregon 97201. tomeys' fees only it the laws of the state in which the land is tion asserting such claim, shall be restricted to this policy. located permit a court to award attomeys' fees to a prevail- ALTA Owner's Policy .(10/17/92), SCHEDULE A Date of Policy: October 30, 1998 At: 3:22 p.m. Policy No.: 211563w Amount of Insurance: $86,332.00 Order No.: 211563w Premium: $336.80 1. Name of Insured: .City of Tigard, an Oregon municipal corporation 2. The estate or interest in the land which is covered by this policy is: A FEE 3. Title to the estate or interest in the land is vested in: City of Tigard, an Oregon municipal corporation 4. The land referred to in this policy is situated in the State of Oregon, County of Washington and is described as•follows: (Continued) Owners Policy No.: 211563w SCHEDULE A, CONTINUED Legal Description, Continued A tract of land situated in 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, described as follows: BEGINNING at a 5/8 inch iron rod with yellow plastic cap inscribed "Kampe.Assoc. Inc.", being the Northeast corner of the property described in Deed Book 460 Page 4i4 of the Washington County Deed Records, also being the Northwest corner of Parcel II-as described in Recorder's Fee No. 96080099 of the Washington County Deed Records; thence South 880 371 46" East, along the North line of said Parcel II, and the South line of. Parcel 2, PARTITION PLAT NO. 93-078, as recorded in the Washington County records, a distance of 514.88 feet to the Southeast corner of said partition plat; thence South 10 35' 43" West, along the Extension of the East line of said partition plat, a distance of 525.00 feet; thence South 670, 39' 13" West a distance of 283.63 feet to the top of the..high bank of the Tualatin River; thence along the top of the high river bank the following five courses; thence North 490 27' 18" West, a distance of 17.85 feet; thence North 570 14' 11" West a distance of 43.39 feet; thence North 640 07' 23" West a distance of 99.06 feet; thence North.849 34' 28" West a distance of 85.39 feet; thence North 820 45' 23'" West a.distance of 27.12 feet to the West line of Parcel II as described in Recorder's Fee No. 96080099; thence North 016 22' 18" East, along the West line of said Parcel II, a distance of 550'.30 feet to the point of beginning. ALTA Owner's Policy (10/17/92) Policy No.: 211563w SCHEDULE 8 EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expanses). which arise by reason of: 1 Taxes or assessments which are not shown as existing liens by the records of 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, interest, 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, claims of easement or encumbrances, not shown by the public records; unpatented mining claims; reservations or exceptions in patents or in acts authorizing the issuance thereof; water rights or 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. The subject property lies within the boundaries of the Unified Sewerage Agency and is subject to the levies and assessments thereof. 7. Right, title and interest of the State of Oregon in and to that portion of the subject property lying below the ordinary high water line of the Tualatin River, as of February 14, 1859. 8. Any adverse claim based on the assertion that any portion of the.,subject property has been created by artificial means or has accreted to such portions so created, or based on the provisions of O.R.S. 274.905 through 274.940. 9. Any adverse claim based upon the assertion that some portion of the subject property has been removed from or brought within the property's boundaries by an avulsive movement of the Tualatin River or has been formed by the process of accretion or reliction. 10. Rights of fishing, navigation, commerce, flood control, propagation of anadromous- fish, and recreation and other rights of the public, Indian tribes or governmental bodies in and to the waters of the Tualatin River. 11. Lack of a right of access to and from said land. The subject property does not appear of record to have access to a public street or way. lp P 2S I !4A i 100 ~~nse I SE IA SECTION I 23 m78 +00 WASHINGTON 'r SCALE A g F, 0 ' 0 SEE MAP 2S 1 13Ca J. Q it CANMLLm T.l 201 200 f340) 600 1 ' P.I9AC lma ' C cie 300 _ 90 js° dY% JJ /lip 9y9 4077111 ~ hI J OPEN SPACE I~.II) SEE MAP VIII a 2S LaC s~ I I i , II,I 23-76 N Z 0 o a ~ THIS MAP IS PROVIDED AS A COURTESY OF OREGON TITLE INSURANCE COMPANY This map is made solely for the purpose of assisting in locating said premises, and the Company assumes no liability for variations, if any, in dimensions, areas, and locations ascertained by actual survey. OREGON TITLE INSURANCE COMPANY Tigard Branch 10220 SW Greenburg Rd #120 Portland, Oregon 97223 (503)244-6068 / FAX 244-1633 SUPPLEMENTAL PRELIMINARY TITLE REPORT FOR ISSUING TITLE INSURANCE Date Prepared: October 27, 1998 Oregon Title Insurance Company 10220 S.W. Greenburg Rd. #120 Portland, Oregon 97223 Attn: Laurie Weber Reference: -ORDER NO 211563w PARTY REF: USA/CITY OF TIGARD PROP ADDR: OTHER REF: Key Number R519576; Map Number 2S114D-00100 OREGON TITLE INSURANCE COMPANY is prepared to issue title insurance, insuring title of the land shown on Schedule A, subject to the exceptions shown on Schedule B. The proposed policy or policies and indorsements are shown on Schedule A. Issuance of the policy or policies is conditioned on payment of the full premiums, and on recordation of satisfactory instruments establishing the interests of the parties to be insured. This report is based on the condition of title as of the effective date shown on Schedule A. Matters arising after the effective date may affect this report. New exceptions will appear for matters arising through the proposed transaction. Any change in the amount of insurance or type of coverage may cause the premium to change. This report is for the exclusive use of the principals to the contemplated transaction, and the company does not have any liability to any third parties. Until all necessary documents are placed of record, the company reserves the right to cancel, amend or supplement this preliminary title report for any reason. Any questions concerning this preliminary title report may be directed to: Laura J. Weber SCHEDULE A, Page No. 1 Order No. 211563w 1. The effective date of this preliminary title report is 5:00 P.M. on October 20, 1998 2. The policies and indorsements to be issued and the related charges are: Policy/Indorsement Description Charge ALTA Standard Owner's for $86,332.00 336.80 Government Service Fee 20.00 3. Fee simple interest in the land described in this report is owned, at the effective date, by: UNIFIED SEWERAGE AGENCY OF WASHINGTON COUNTY 4. The land referred to in this report is described as follows: (Continued) SCHEDULE A, Page No. 2 Legal Description, Continued Order No.: 211563w A tract of land situated in 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, described as follows: BEGINNING at a 5/8 inch iron rod with yellow plastic cap inscribed "Kampe Assoc. Inc.", being the Northeast corner of the property described in Deed Book 460 Page 414 of the Washington County Deed Records, also being the Northwest corner of Parcel II as described in Recorder's Fee No. 96080099 of the Washington County Deed Records; thence South 880 37' 46" East, along the North line of said Parcel I.I, and the South line of Parcel 2, PARTITION PLAT NO. 93-078, as recorded in the Washington County records, a distance of 514.88 feet to the Southeast corner of said partition .plat; thence South 10 35' 43" West, along the Extension of the East line of said partition plat, a distance of 525.00 feet; thence South 670 39' 13" West a_distance of 283.63 feet to the top of the high bank of the Tualatin River; thence along the top of the high river bank the following five courses; thence North 490 27' 18" West, a distance of 17.85 feet; thence North 570 14' 11" West a distance of 43.39 feet; thence North 640 07' 23" West a distance of 99.06 feet; thence North 840 34' 28" West a distance of 85..39 feet; thence North 820 45' 23" West a distance of 27.12 feet to the West line of Parcel II as described.in Recorder's Fee No. 96080099; thence North 010 22' 18" East, along the West line of said Parcel II, a distance of 550.30 feet to the point of beginning. Order No. 211563w Effective Date: 5:00 P.M. on October 20, 1998 SCHEDULE B, Page No. 1 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 of 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, interest, 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, claims of easement or encumbrances, not shown by the public records; unpatented mining claims; reservations or exceptions in patents or in acts authorizing the issuance thereof; water rights or 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. The subject property lies within the boundaries of the Unified Sewerage Agency and is subject to the levies and assessments thereof. NOTE: No search has been made or will be made for water, sewer, storm drainage or street lighting charges unless the assessing district claims its charges as liens and such liens are appropriately docketed on the district's lien docket on or before the date of closing. All such undocketed charges are regarded as utility bills by Oregon Title, and such charges are NOT adjusted in escrow. Buyers are advised to check with the appropriate authority and obtain a final reading. 7. Right, title and interest of the State of Oregon in and to that portion of the subject property lying below the ordinary high water line of the Tualatin River, as of February 14, 1859. 8. Any adverse claim based on the assertion that any portion of the subject property has been created by artificial means or has accreted to such portions so created, or based on the provisions of O.R.S. 274.905 through 274.940. (Continued) SCHEDULE B, Page No. 3 Exceptions, Continued Order No.: 211563w 9. Any adverse claim based upon the assertion that some portion of the subject property has been removed from or brought within the property's boundaries by an avulsive movement of the Tualatin River or has been formed by the process of accretion or reliction. 10. Rights of fishing, navigation, commerce, flood control, propagation of anadromous fish, and recreation and other rights of the public, Indian tribes or governmental bodies in and to the waters of the Tualatin River. 11. Lack of a right of access to and from said land. The subject property does not appear of record to have access to a public street or way. NOTE: The proposed transaction may be subject to statutory requirements for the partitioning or subdivision of land pursuant to Chapter 92 of Oregon Revised Statutes. Violation may subject parties to both civil and criminal penalties. Furthermore, title insurance policies do not provide coverage against violation of these statutes. OREGON TITLE INSURANt elIMMANY By: s Mich lle L. Hoke ADS/MJM/gac/lm CC: Unified Sewerage Agency Attn: Tom VanderPlaat City of Tigard Attn: Duane Roberts O'Donnell Ramies Crew et al Attn: Dominic Coll etta .P 25 I 14A % 100 !L [SAL I SE IA SECTION I W ASHINGTON "`ry c - 2378 ' SCALE L0 r o SEE MAP 2S I 1308 Q CANCELLED t L 201 200 f 3,W) 600 r 2./9AC 300 a"Ac :o0j 'le ~~„~y I I l ' - 9■ ` m M It I ~ - PEN SPACE rI~I'I = SEE MAP 2S 1 RC r~ III~I ! I1, 2.3-76 L o Z II ° 0 THIS MAP IS PROVIDED AS A COURTESY OF OREGON TITLE INSURANCE COMPANY This map is made solely for the purpose of assisting in locating said premises, and the Company assumes -#-r , no liability for variations, if any, in dimensions, areas, and locations ascertained by actual survey. ff REG ON-TITLE INSURANCE COMPANY 0220 SW Greenberg Rd #120 Portland, Oregon 97223 (503)244-6068 / FAX 244-1633 City of Tigard DATE October 30, 1998 13125 SW Hall Boulevard ESCROW: 211563w Portland, Oregon 97209 .Attn: Duane Roberts PROPERTY: SEE ATTACHED LEGAL DESCRIPTIO RE: USA/City of Tigard Tigard, Oregon 97224 Congratulatioasl You are now the owner of a. new property Enclosed for-your records are the following important documents regarding your purchase: [xxx] Certified HUD.Statement. Please KEEP THE FINAL CLOSING STATEMENT in a safe place...., It contains information your tax accountant will need to file your taxes next year. I appreciate this opportunity to be of service. Please feel free to contact me. if I can be of. any assistance regarding your transaction or any future transaction. Cordially, Laura J. Weber Escrow Officer J A. U.S.DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT SETTLEMENT STATEMENT OMB No. 2502-0265 B. TYPE OF LOAN 1. D FHA 2.0 FmHA 3.11 CONV.UNINS. 6. File Number: 7. Loan Number: B. Mortgage Insurance Case Number: 4. OVA 5.0 CONV.INS. 211563w C. NOTE : This form is furnished to give you a statement,of actual settlement costs. Amounts paid to and by the settlement agent are shown. Items marked "Cp.o.c2° were paid outside the closing; they are shown here for informational purposes and are not included in the totals. D.NAME AND.ADDRESS OF BORROWER: E. NAME AND ADDRESS OF SELLER/TAX I.D.No.: F. NAME AND ADDRESS OF LENDER: City of Tigard Unified Sewerage Agency CASH SALE 13125 SW Hall Boulevard 155 N. First Avenue #270 Portland, Oregon 97209 Hillsboro, Ore on!97124 G.PROPERTY LOCATION: H.SETTLEMENT AGENT: SEE ATTACHED LEGAL DESCRIPTION OREGON TITLE INSURANCE COMPANY Tigard,. Oregon 97224 PLACE OF SETTLEMENT: I.SETTLEMENT DATE: 10220 SW Greenburg Rd #120 10/30/98 Portland, Oregon 97223 J. S[Il~M~iARY OF BORROWER'S TRANSACTIM K.- SUAM7ARY OF. SELLER'S TRANS=ON 100. GROSS AST DUE FROM BORROWER: 400. GROSS AMOUNT DUE TO SELLER: 101. Contract_ Sales Price 86 332.00 401. Contract Sales Price 162-. Personal property 402. 'Personal property 163. Settlement charges to borrower (line 1400) 206.00 403• 104. 404. 105. 405. Adjustments for items paid by seller in advance Adjustments for items paid by seller in advance 106. City/town taxes to 406. City/town taxes to 107. County taxes to 407. County taxes to 108. Assessments to 408. Assessments to 109. 409. 110. 410. 111. 411. 112. 412. 120. GROSS .AMOUNT DUE 420. GROSS AMOLNr DUE FROM BORROWER 86,538.00 TU SELLER 200. AMOUNTS PAID BY OR IN BEHALF OF BORROWER: 500. REDUCTIONS IN AMOUNT DUE TO SELLER: 201. Deposit or earnest money 501. Excess deposit (see instructions) M. Principal amount of-new loan(s) 562. Settlement charges to seller (line 1400) 203. Existing loan(s) taken subject to 503. Existing loan(s) taken subject to 204. 504. Payoff of first mortgageLoah 205. Deposit to Close-City of Ti 86 .538.00 505. Payoff of second mortgageloan 206. 506. 207. 507. 208. 508. 209. 509. Adjustments for items unpaid by seller Adjustments for items unpaid by seller 210. City/town taxes to 510. City/town taxes to 211. County taxes to 511. County taxes to 212. Assessments to 512. Assessments to 213. 513. 214. 514. 215. 515. 216. 516. 217. 517. 218. .518. 219. 519. 220. TOML PAID BY FOR. 520. '1UM REDUC ON AMO_UrTT BORROWER 86 538.00 DM SELLER 300. CASH AT SETI' BENT FROM TO BORROWER 600.-CASE AT SETTS M /FROM SELLER 301. Gross amount due from borrower (line 120) 86,538.00 601•: Gross amount due to seller (line 420) 302. Lessamounis paid by/for borrower(line 220) 86,538.00 602. Less reductionsinamountdueseller(line520 303'. CASH (O FRC)M) (oM) BORROWER. o . 00 603. C ASH (O TO) (O FROM) SELLER Previous edition is obsolete. RESPAWHB 430572 L. SETTLEMENT CHARGES 700. TOTAL SALES/BROKER' S COMMISSION PAID FROM PAID FROM BORROWER'S SELLER'S based on rice S 86, 332 , 00 a % FUNDS AT FUNDS AT Division of Commission line 700 as follows: SETTLEMENT SETTLEMENT 701. S to 702. S to 703. Commission aid at Settlement 704. 800.~ITEMS PAYABLE IN CONNECTION WITH LOAN 801. Loan Origination Fee % 802. Loan Discount % 803. Appraisal Fee to 804. Credit Report to 805. Lenders inspection Fee 806. Mortgage Insurance A licationFeeto 807. Ass tion Fee 808. Tax Service 809. 810. 811. Y/S 900: ITEMS RE UIRED BY LENDER TO BE PAID IN ADVANCE 901- Interest from to @S /day 902: Mort a e Insurance Premium for months to 903. Hazard Insurance Premium for ears to 904. Flood Insurance Premium for years to 905.. 1000::_ RESERVES DEPOSITED WITH LENDER 1001. Hazard Insurance months a"1$ per month 1002. Mort a e Insurance months @$ per month 1003. City r r taxes months a'1$ per month 1004. Count Property takes months a'1$ per month 1005. Annual assessments months a'1$ per month 1006. Flood insurance months a@$ Per month. 1007. months a1S per month 1008. months a'1S per month 1100. TITLE CHARGES 1101. Settlement or closing fee toOrecrni3 Tirlp Insurance Company 1102. Abstract or title search to 1103. Title examination to 1104. Title insurance binder to 1105. Document preparation to 1106. Notary fees to 1107. Attorney's fees to includes above items numbers: 1108. Title insurance to0recton Title Tnsuranr!e Company includes above items numbers: 1109. Lender's coverage 1110. Owner's coverage $ 86,332.00 336.80 1111.Goy1t Service Fee Orecron Title insurance Coniinanv 1112. 1113. 1200. GOVERNMENT RECORDING AND TRANSFER CHARGES 1201. Recording fees: Deed $ :Mort a e $ :Releases S 26, 1202. Cit count •tax st : Deed $ :Mortgage $ 1203. State tax/stamps: Deed $ :Mortgage $ 1204. 1205. 1300. ADDITIONAL SETTLEMENT CHARGES 1301. Survey to 1302. Pest ins tion to 1303. 1304. 1305. 14 0 0 . TOTAL SETTLEMENT CHARGES enter on L i nes 103 Sect J and 502 Sect K) 206.00 I have carefully reviewed the HUD-1 Settlement Statement and to the best of my knowledge and belief it is a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction. I further certify that I have received a copy of the HUD-1 Settlement Statement. Borrowers Sellers The HUD-1 Settlement statement which I have prepared is a true and accurate account of this transaction. I have caused or will cause the funds to be disbursed in accordance with this statement. ~6 fro l~~ Settlement A ent Date Warning: It is a crime to knowingly make false statements to the United States on this or any similar form. Penalties upon conviction can include a fine and imprisonment. For details see: Title 18 U.S. Code Section 1001 and Section 1010. lorl`~"l A L O'DONNELL RAMIS CREW CORRIGAN & October 28, 1998 BACHRACH LLP ATTORNEYS AT LAW VIA FACSE%I LE AND U.S. MAIL 1727 N.W. Hoyt Street Wayne Lowry Portland, Oregon 97209 Finance Director 1 ` S~ -D 3 (503) 222-4402 City of Tigard / b Fax: (503) 243-2944 13125 SW Hall Boulevard Tigard, OR 97223 Re: Unified Sewerage Agency/City of Tigard Acquisition JEFF H. BACHRACH Dear Wayne: MARK L. BUSCH KELLY W.G. CLARK Enclosed with this letter please find a copy of the following items regarding D. DANIEL CHANDLER++ the above-referenced transaction involving a purchase by the City of Tigard DOMINIC G. COLLETTA" • CHARLES E. CORRIGAN` of approximately 6.86 acres adjacent to Cook Park: STEPHEN F. CREW MARTIN C. DOLAN 1. Buyer's Preliminary Settlement Statement (consisting of 3 pages); GARY FIRESTONE' and WILLIAM E. GAAR* G'. FRANK HAMMOND* 2. Wire Transfer Instructions for Oregon Title Insurance Company. MALCOLM JOHNSON' MARK P.. &DONNELL T. CHAD PLASTER' We anticipate closing this transaction on Friday, October 30, 1998. Please TIMOTHY V. RAMIS arrange for a wire transfer in the amount of $86,538.00 pursuant to the WILLIAM J. STALNAKER enclosed instructions. The funds should be transferred the morning of ANDREW H. STAMP October 30, 1998. BARTONJ.WACHSTETER Please do not hesitate to call if you have any questions regarding this JAMES M. COLEMAN transaction. As a side note, I have just recently discovered that you are also SPECIAL COUNSEL a "refugee" from Orange County, California, where I practiced law for 12. years from 1975 through 1987. We'll have to get together for lunch one day to congratulate ourselves for surviving! SOUTHWEST Very truly yours, WASHINGTON OFFICE First Independent Place 1220 Main Street, Suite 451 Vancouver, Washington 98660-2964 Jc G. Colletta (360) 699-7287 DGC/lgs . Fax: (360) 699-7221 Enclosures *Also Admitted To Practice In Washington **Also Admitted To Practice In California ++Also Admitted To Practice In Washington and Montana ,Sent by:-' OREGON TITLE 503 1833; 10127/98 B:OOPM;htFx #683;Pa'- 5112 OREGON TITLE INSURANCE COMPANY 10220 SW Greenburg Rd 0120 Portland, Oregon 97223 BUYER'S/BORROWER'S PRELIMINARY SETTLEMENT STATEMENT Buyer: City of Tigard Seller: Unified sewerage Agency Property. SEE ATTACHED LEGAL DESCRIPTION Address. Tigard, Oregon 97224 Order Number: 211563w Settlement Date: ESTIMATED Expenses Credits Purchase Price B6,332.00 Escrow Fee. 180.00 Recording of Deed 26.00 Sub-totals 86,538.00 0.00 ESTIMATED Balance due from Buyer 86,538.00 ESTIMATED Totals 86,538.00 86,538.00 WE HEREBY ACKNOWLEDGE RECEIPT OF A COPY OF THIS STATEMENT: Pity o Tigard Received 19 OREGON TITLE .INSURANCE COMPANY BY: Laura Weber 10/27 17:58 1 Byt) rhum: OUP X44 1 oOJ i'u: LLL r H1at: O .Sent by:'OREGON TITLE 509 1633; 10/27/98 6:01P1(;fetFes #663;P 9/12 A. U.S.DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT SETTLEMENT STATEMENT 00 No. 2502-0265 . TYPE OF LOAN 1. ❑ FH& 2.0 FmNA 3.❑ COW-UNINS. 6. Ffte Nabors 7. Loan NuMor: 8. Mortgage Insurance Cole Ninberi 4. ❑vA 5.0 eaw-INS. 211563w t cats pe at actuat C. NOTE s fons tieeenenei are ~totOialQ1It you sarkeaddt■Ep.o.Qn were go ttl~de t is paid to eM py the for trrtormetil purposes and are not inc tided to the t t4ts~~i elm nR; trrcY are ahoNn"hero D.WNE AND ADDRESS OF BURRMER: E. NAME AND AODF= OF'SEUJRAAX F. NAME AND ADDRESS OF L.EMM: city of Tigard Unified Sewerage Agency Atttt: Duane Roberts Attn: Tom VanderPlaat CASH SALE 13125 SW Hall Boulevard 155 N. First Avenue 0270 Portland Oregon 97209 Hillsboro Or on 97124 G.PROPERTY LOrATION1 N.SETTLBIENT AGENT: SEE ATTACHED LEGAL DESCRIPTION OREGON TITLE INSURJ%NCE COMPANY Tigard, Oregon 97224 PLACE OF SQ WMENT: I.SETTLON NT DATE: 10220 SW Greenburg Rd #120 Portland, Oregon 97223 J. _OF BOMnWS TRAWACTI K. SLNMW OF CN 100. G WSS. AMOW t 400. MW AMXW DUE TO 101. Cintfilwt sates Prtae 86,332.0 O .401. Contract gates Price 102. Parmot_ prowtv 402. Peroanat 103. Settlement darQas to borrower Cline 1400) 206.00 403. 104. 404. 105. 405- Adjustmetita far iteaxa id by seller in advance Adjustments for items id seller in advance 106. City/Tom taxes to 406. City/tam taxes to 107'. County taxes to 407. County taxes to 1011. Assesmpents to 408. Assessaents to 109. 409. 110. 410. 111. 411. 112. 412. A6R~[IlJT DUE -120. 420-. MM R M BCMOM 86,S38.00 ZD SEEM 2M. AWWS PAID EY OR IN BEHALF OF NORROWER: 500. MMIONS IN ANCIAIT DUE TO SELLER: 201. emit _or_eerrnat Dorm SM. Excess dqmit (see instructions) 202. Print " l mm of, row Loonts) $02. ttMtlamerit ehareee to seller ((isle 1400) 203. Existins loei(s) taken sibjact to SOT. Existing LaarKs) taken alb eat to 204. $04. P ffoffirstmartgagatoan M. SOS. ravoff of sword sertgagetaan ~6. 506'. 207. 507. 208. 508. - 2W. 509. AdjustaR xts for items. unpaid setter Adjustments-far items inmid by sailer 210. City/tads taxes to 510. City/tawn taxes to 211, Clarity taxes . to 511. Cc"- - taus to 212. Aetenosnt6 to 512. Assessments to 215. 513.- 214. 514. 215. 515. 216. 516.. 217. 517. 218, 518. 219. 519. 220. PAID BY REDUC17M AM= HC M%3= ' DUS off Xa. 100. CASH AT: Z MaGur ZD 6W. QM AT 301._GrWs amxxtt dda from Wrrmar (titre 120) 86 538.00 601. Grim" au-9 due to setter Cline 4201 In. Lrsameieitq fdby/for barrowar(lino 220) 602. Loaara0rctiaminemaxvtdueealter((fne520 303. CAM(MFM (❑M) BCFWM 86 538.00 603. MtH(❑TO) (❑FFLK. SKM Previous edition fi obsolete. hw t `N- RESPA, a 4 ESTIMATED HUD 10/27 17:58 1998 FROM: aua 244 iciJj IU: LLL rHUr. .Sent by OREGON TITLE 50r 1833; 10127198 6:01PM;j&t&x ;F 7/12 700. TOTAL SAI, S/BROKER'S COMMISSION PAID FROM AIO FRat SMOY R's SEUIR19 bawA an foe FUNDS AT RAW AT Divizion of as SETTLEMOT SETTLEMENT 7101, $ t ?M-s to 7M, comissign Mid at t 704- 1300: ITEMS- PAYABLE 03, Anoraiiiat Fee to ift, t . Report to 605. Lenders lnq=tion Fee 606. MEtivigginswanceAmplicationFeeto 867', Axwmi on F all. 900-- 1=9 g BE MID 114 ADVANCE 061. Interest to - 1 years to 90L Ram lp for 1 6 1000,- RE UTED WITH LMMER 003: C' 90--hi it off month GOB. 1100., TITLE PJAROS - 7 11M Abstract or ritte Mrd to LA "imfign to 1104- T1 Le filsuraim b 1105. to 116A. notary fam to W"#r coverage - 1111,C='t sgzx4mg- Flag C=Any 1200. COVE ER Cn=BS S !"m tons Deed S 9.00 Mortgage S tWomes s In, Ste S 300_ %W to IM Past inspection to t.. lug. 01400. AL S 1 have earefull raviwthe NID 1 Bettlmuett Statement aw in the best of my krroalsc~e, ad belief it is a true and SCUMS aLttimsnt of alt receipts aed dishureemente made an t account or by me jn this tranaactton. I further certify that I have received a copy of the Nile-1 settiammtt Statement. Borrowers sellers capes the fuULMent dateft, *i h I ho accordancdw his ate ue t• wid acute ateasa of this tralwxtion. I have caumd or rill aettlaaent Agent Date =2616, can acri e a f n t aado false stataients a or ww Simi lar fermi, Panties upon rq~y; An0 1mpHaonment. For dataili.aw Section 1001 and section 1010. lu/27 17:56 1998 FROM: 503 244 1633 TO: 222 Sent by: UNtGUN IIILE PAGE: 2 503 144 1 (5:i3i 1 Ui2//y :5gPm;JftF.a-#6d3;Page 2 r • -I WIRE INSTRUCTIONS Account nattmc: OREGON TITLE INSURANCE COMPANY (INSTRUCTIONS APPLY TO TIGARD BRANCH ACCOUNT ONLY) ACCOUJIL number: 42-11616-0 AIIA number: 1230-020-11 A(tn: uum J. woa Escrow limber: 2 1 1 G1,0 w KEY BANK OF OREGON MAIN BRANCH, 1222 S.W. 6TH PORYLAND, OREGON IF YOU ARE DIRECT DEPOSITING FUNDS TO OUA ACCOUNT, YOU WILL N'EBO TO FAX US VERIFICATION THAT THE DEPOSIT HAS BEEN MADE. WE WILL BE UNABLE TO USE THE FUNDS IN OUR ACCOUNT UNTIL. WRITTEN VERIFICATION IS OBTAINED. CALL US'III1s DA'rIs Il ll TIINDS A1ti's TO Bii. RLICrlvi?i) 503-241-6069 CALL ME 11' 1 CAN 11E 01', ANY ASSISTANC11... LAM J. )!EFMR , ASSISTW OREGON Ti'ILU INSURANCE COMPANY 10220 S.W.GREGNULIRG RD., # 11-0 1'110NU. 503-244-6068 POIrrIAND, OREGON 97223 rAX: 503. 244-1633