The URL can be used to link to this page

96-027666 .f - ALTA Owner's Policy (10/17/92) Policy No.: 864380w SCHEDULE B EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses) 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: Conditions, restrictions and/or setbacks as disclosed by the recorded plat of HILLSHIRE WOODS, Recorded December 14, 1995 in Plat Book 101 Pages 23 through 28 8. Public utility easement as dedicated or delineated on the recorded plat of HILLSHIRE WOODS. Affects 8.00 feet in width along the frontage of all lots and tracts abutting public streets 9. Covenants, conditions, restrictions, easements and/or setbacks including the terms and provisions thereof, imposed by instrument, Recorded December 14, 1995 as Recorder's Fee No. 95091962 NOTE: This exception omits from said instrument any covenant, condition or restriction based on race, color, religion, sex, handicap, familial status or national origin as provided in 42 USC Sec. 3604, unless and only to the extent that the covenant, condition or restriction (a) is not in violation of state or federal law, (b) is exempt under 42 USC Sec. 3607, or (c) relates to a handicap, but does not discriminate against handicapped people. lp This lllall I'In~ILlc1l As /t C0ur(cs3,'0[ Oregon Tillu Ilist] r:ulcc Cullipally 'f11Is sllclcll Is nlndc solely for Il,e purpos0 of asslsllnp In Iocalbig skill prendscs, 1{ and 1110 company nssimics 110 Ilnblilly for vnrlnllons, If nay, In d1mcitsl9ns and ,I1 Ioulllons ascerlnlncd by 0clu d surrey. HILLSHIRE WOODS P`ATD°a`---°1- PAGE, ~ RERCORDEO AS DOCUMENT NO. aJ~9 1956 eensTErEO A REPLAT OF LOT 17, 'HILLSHIRE', AND A REPLAT OF LOT 115 HILLSHIRE ESTATES NO. 2', I wEwEBY Msm THAT ms mAaw rs A Tn,c s T COQ oT a AND A REPLAT O LOTS 13. 14, 18, AND 25, 'HANDY ACRES', AND OTHER LANDS, ALL 517UAlED LANG SURVEYOR o. V. IN THE S.W. 1/4 AND ND N.W. 1/4 OF SECTION 4, TOWNSHIP 2 SOUTH. RANGE 1 i4EST, OF THE N7LUMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON wro1~ n. uTa ru zw SURVEYED: NOVEMBER 29, 1995 ALPHA ENGINEERING. INC. 1uoW1 ,~Vln I re0o iw. p4' /awZ. ef31, aUIE.]b PCYt1!Ne0. OKwM e)xL 1 (snJ) ax-sool I run utn s-lo-e) I -M, I ST'{FFT INDrX srss m•.~n_z C Y -Af - rcTri'~s• e - orsa•la' l• 200, w - soa'm' a S. e , . J` 1Te.xr t v e sAterrsM swrOAn.. ! o~ n. nACn •r. -E-. I .vo r. a..t ,eE3iwcria+s ww s+a) r..Ez a - ).i.a w - T•rxs' t ! - ,ssa~ 1 a71T ZeP~.lr~ \ c4 \1ee.ve ez.~r '-y;•)Tr nzlx 'Pe. 'x94' L - 1_.r r`' IA - s 3GDr:s• r J 1Fn Sad~ X ; x K e ERR 1 - I& vs nwV Im Tk-T 7'. ie - s Trlt'er E. rR - s nsI'sl• E. t•T,TY r d' tXSr Sisr M xrT,173x' E `de T•C \,`G s aw P•b a 8.Z-z a tp'~ .F J 10 R v !Rn nwu n n z,.el LEGEND c-c P!slc Pr- Aam R A. euRxo- a - x^•nY S0 iv~°eT `£t~ 1S0p a i S e _ •oss'. a It • > a a- a ERR m r-m x K n tMJ :11K, An. wcn3 e _ xwOU' [wsEw[wt 0 Kau IS JO"x1'Y' E P . 200.W rA>"-r•Z n ~4 SL£ 47wr CRH+ E S9~rT E - ta.xv I IT I EASEJrrXi ro~9n OF TSYN ~3 I E ~ r ~ E . rz56' ,ww>~ 1 ~I I-• ism sA,c- sEFVe Ew4resr - swI-r [ I so•ao0 s °a I ~,•1t Ie , Ia a . Tz„mzr • ° ores a a e Ems 11vu e0 API,) MaesE WA rAetF .r \ r I M1 s oc-1. ss,or, ne e a e oEaAPAT,M Foa.wT~sus9c+M'sIDaamrATE. 1~ e1a Rm ' I~ I s e°~sa is r 1 F ~'P~ / / 1• I tl ..IT IF rr. e1a rvE s ern'a' / -~T----' 'eKpbA y Jff /r IT ° DETAIL -A• c asr Ir E I AKL T >5 fT~ F /'C„t 7E W''I~ rqT 1D SGIE r» reuo f~ , ~ uvu s ss ~ a _ r st.x '4$ d ~y of e o - rrars:• fir---~ Si c,o n ^8 / T c ]EUw n.snc eAP • _]r ` x:zw a .ae. 8 s . / e r s Q roux 1rr eea• rP,: ua.n' . R apv3r [ rt r I-T'r t x d s a / o - lsas-Jr rR za 3 v nar F9 1. 'bra/ J w x3u /~J i _ ~rzm. o rnPn s/r e,M Rao rM ,TUG. rtASTtt G.P 8 s n, 18 v s/ x t.xs}3• • / - p trsumrn •AtR1A EK rK' oats oMOneS worm. :sTVU -AM ^ i rr 4 { v° ~d 310• a2A,/ r 1' Ie• / ° - ~ rouo s/er norr ve0 wM sEUOw n.+sT,e cv sTa. e r / s~ Y lr F wsa®co •oIAX. 1AH!tss 0nrxxst rortn + 'tg~`+J~ >Af / I ' 1te \I • f4K1 5/Ir RM Rm wM )Rio WSItC CM 7~ 13 1 Sane' RKT x]•d 1 T' 1 S at]s•S,' E s+waecn aorta ENQ! u wY. w »a.w sr ;,,u 1 ►fe'\ 1 SEE DETAIL 'A' e).»' / R aczr•s• E saTSr ~ _ r I I n - iraTx o ruso s/e• MM rem ,eM rE3E0r Ps.ASne w tT.eJ TO Tv eo s £ ° r~,u 1 a - >im a 1 ersoeem 'soatvcY Ea ».r Ts n 61 u h'•• r / ,n E . lsr. un 1 A aCD xM YC!LOw Pl.Aiit es n Wsr / / 1\ R - 3 IT•e1~ F ~ Cj / SLT e/r . JO' / Ser• / ,so x)~ / w eev,3vem 'urE.. as wc•. ° es r ~ / \ z J' ^ / Sw.O e) ea s / se t \aA01Ai ewa s xmYJr/ • s/r • 30• RM PW -T BOi xM A13w.aAr CAP 1 S owe c HG" TO K Pw51 YOaAO Ep n as s E 3, JO 19 S r_ M N ; sr . b am Po rMcon PusK w ZZ >s ze x> 9w arkO'~ \s~ sea r 19 MY]et '7 'A A EN e.0. To S SEt rT,w art Ji r 151 -~'-JfC_3 ¢ r~ X roESn s/e' u xtH 1t1EC'w n~snc Ttif sPEOFf~ N of AvKT'A"s mlrirATE. = uI ° >a ss xa ex ~ _ a.•Tr..~/ Iae fX MS uBED 'AIAU Dim w-. St M r,s>r s ~'.YJS• r ' --4 v S I•.,,, Zx y''"l s tc3Y31• r rARIJ aaJCnC Cu'TRy w-S+.rzxr SZ 7' _ ♦,l / 1i1 31LL BRASS bi' P - J317s• e - R7e'K 73 ,OP' J-x w xe / aS1J - ,oizi w _ leers m o 3a Ssway e• • / \ u'•°eE-E- er-Ans s .7r:.' ~ )w er s eo'xpaS r ! -tee. Pe' )2 'e „+a/ w /FTYJT• . 10S)r B _ R erlrm' C : ` RAC1 b" 1■ `ie G s S) nZ' S OraSar r aA[aAi aG - w ,r•r]Y r / 'wa3Y - - _ - 35 N o- K'Zr E 15x I 1wseK 17 arr H x ic•t. wi!tue I ` ''.w: R}a' ♦ ve >e °e x tv Is ee wry' rte,, q- s, !J ,J i11't a s oCJTaS' r e•).r' s 00'Je'Jr • ela.er ee J ` 7.° sl sx >a b _ ,p 1a ~i• 100 " H ee~.'u• . eT sT eO eI ez u u ee ~,Qs~ .d'+~. nn.e> s~. 1J A4 / 1 >p so SS ~2T.Da' CJs r v' x -11"34• IN »4m s 's T to jtss wzoY u ,q 9 Ss 55 - L m]E'le/' E See e]~ tai 6>T 'nti :p N.s]' J•T ,t i"Ir x Z • _ .F s.. ~ 0 s'•- '~9 as le I~H Toc lr r E~ sxx~ i\tw.u ~ n s ,hy'I.r w 8 s°s} 'o s ~ J e PY' i3a 42 .1 3e bd.)pT33T wJY E n)D' E. w n e 1~( s i 31/ Fh-- se {T > •a •s \ ~x35.)J R n a h ' I _ _ e F Pyrsr w i, \N -s." E -3r s e92ril• r'-------'-~ a n 1St ).er 1 _y N 00'J,'sY E ~~X F7 °I 1/Y LP. t5 S1L wCK20w ara PCrnENP QwEAK [lECTmC P011RNA 00•RAL CltClb: a ,13 ~ K O.JT g (AUPAHY u-, EASNEHT ~~-~-muP- UMl EASryEwT Ptn II- •es . PAM 32i I zsxi a 11FJ0 EM een• Pt>HT era ] 1e - eea.ae" t3e•.TJ PEA BOOC aea . IAM 51 xap a~,~-~ A_- PUT RESTRICTIONS: ruPU t/x' v. s / '~e Ezaei R ov31'32' t i _ t/Y 1P. F- eowwtxlE rovr<n AOewasTRATnw ° wx r ,8 -Poe eooR Iva .PAM lw. 1.vulz / i $ TAH 6m 1OCT FOE PUnK UIUIY EAS£srE3+T 9eALL E]e3T AL- 8 Uc rAMIAa M Au EoR AHO RACTZ Punic sTt¢Fri r- _ _ _ _ T---rr----'----- - z.elaa• I w 00]1'32" E z A wax sroa w..rAM [uENFNT s.AU taT oa lIC dlre[TY 6 TM.Ci b' r)A. }I/i ALraaMN OSC (S1MEft °M 10 8 ]e' R,0[ PpRreE ^ E ° S iR/o^T b' 6 91aeER ro A AInK ULefTY EAS£J!J(T, waJC S)OOE SCUM S VSf]eCMT PFIt MAeuM C/41/ENT. w.vU PUn1C S -Y s El•S 1 p .n u. I.T. IO T.iPAM 50 U'IxFTY. )AACT b' . ~a P~ yI/~ .ytu,rNr nL $elAA1 S wFNED AKU -AiWT 9'f P,E Pw•f]ts g~nM Q R EUlT ell e9. ) 0 Ae+ -a ACREFYEN) PFCL®EP As 0oca•rEen Ho. ~~9A,7 r-.. 1Alxtt DEED afmROi n U.5.8 i. ?OCR PAM sJe t TIUCT Y s>•AU K o ANO w. 1u m ne mQ.-T%. TteEA x a rmtz•s -M... sAV_eT To mso~_Tl. mw Awo ,esTrr_-nn.s As w oFO BASIS OF BEARINGS AND 9CUNDARY DETERL41NATION DEa'D pXUME i H1 Y1IJ Y/Yj ~j,_- P49U+LlM CGVHtt t® rrtC90S PtN PJ.ts ~'1r19avE. lfl1S S Est• ns H0. 2'. He19aRE ESTATES H0. J' A,+O s,m~n IT xs.sal. SHEET 1 OF 6 f$ 'O I STA- IF OREGON l j SS Cou. ,..of Washington OREGON TITLE _ I, Jerry R. H~~n n an r of Assess- ' o County LE I v ment Clerk and ti for ` i r rtify that Insurance Company J the within irr ceived and record f said 9 3 JUL J 1996 county. { 9 O After .1iVMii• W. ~ t r• The City of Tigard ud OF TIGARD 'i 13125` SW Hall Blvd. ry Director of s°ss9$ ' xation, Ex- 1'3~~/ Oregon 97223-8199 lerk Ikitil a change- is requested, tax state~nts Doc 9 6 0 2 7 6 6 6 be &ent to the following mss: Re ct : 161635 38.00 03/29/1996 03:51:57PM SAME AS ABOVE S W&Rmwv . ( C3orporatian/Parixmship ) r (AbOVfe Sp30E peserved for FjeOOTdw ~ s • ~ SIERRA PACIFIC MVMD l+ m, INC., an Oregon oo 'r oration 0f7ft veg8 and warranct8 to CITY 'OF TIGAM, an Oregon municipal corporation tha ~1~~9 dim c gibed seal prnpezty in the state of Oregon and C7. ty of Wei , except as specific3Uy set fbirth himr n: Tract E, aCoore],ing to the duly :filed plat of _Ir rr .W in the City of Tigard, filed Dec 14, 1995, in Plat Hook 101, Pages 23 thrax-gh 28, Pacordds of the amty of Washington and State of Oregon. Tax Account Number(s): pn3petety is ft me of fi3lot~IblRanOes, E=W: 1. Me subject lies within the bourrlaries of the UhIfied SeweZclg~ Agency and is subject to the levies and assessm-its thereof. (Continued) The true for this conveyance is $125,000.00 TM III WILL NOT ALLOW LM CW Yid P lY M( U=) IN MUS ~ 3N VIOLA- F TION APEMW S LAND USE LAWS AM REQII IOAS. B S332C iG CHt RXIMPE G 7M II45TRO- MB~PP, THB P Acountm FEE TITLE RO TM PHtWEM Spa C1mEr.K wim um PF iO OR. 1Y P'! A CITY DlAR'II~TP 70 VERnrY APPROM I AM TO L AMY LII4m CK Lm+- SUIZS T FAi CSt POR85T PRe<.TIm as D WDM 33R ORS 30.9130. Dated this 2-2 day Of March 1996. Sierra Pacific Developnent, Inc. By: Edward F. Fkeehidn President STATE OF T, COLWI'Y OF Cl s)ss. ~ta forego-UV ifr t was ac lamledg~ed before me this 2-9 day Of March, 1996, by Fdward F- Freeman, as President, Of SIURA PACIFIC DE,VELa*00, INC., an Qreg fC1 Oorpo anon, an behalf of the coacporation. OFFICIAL SEAL VICKI GiLLESPIE Notary Public for Oregon CUNiMi;ARY -OREGON SSION OPd NO, A019737 MY Calaaisell on Expires: 12-8-96 ~•~Y c;`"~Ml,5lorv WxptRrs DEC, 8.1996 Ordw No.: 864380w l~p~ ' r i A (Continued) 'ENCUMERANCES (Continued) Order No.: 864380w 2. Conditions, restrictions arid/or setbacks as disclosed by the recorded plat of KUXSHIM ice, Recorded 'Deoenber 14, 1995 in Plat Hook 101 Pages 23 through 28 3. Public utility easement as dedicated or delineated on the recorded plat of HTLLSHM WOODS. Affects : 8.00 feet in width along the frontage of all lots and tracts abutting public streets 4. ts, OO[] 14...- CnS, restrictions, easements and/or setbacks Inc uding the and P s1cm thereof, 'hosed by. stzlm~ez 7, Reooaded Deoenber 14, 195 as Recorder's Flee No. 95091962 NOTE: 2hie enaeption, smite from said ias'trumnt any covenant, condition. cc based. rmtriction an race, Colo`, religion, se[, hami , farad 14a7 states or naUcnal origin as provided in 42 USC Sec. 3604, unless and only to the wxtent that the covenant, ccnditim or restriction (a) is not in violat•i of sta , or federal law, (b) is euempt under 42 U®C Sec. 3607, or (c) relates to a handicap, but does hot discriminate against handicapped people. UKLUVI, " VL f L.U. JULY 26. 1990 MICHAEL R, GATES 2449 'ALID UNTIL 6-30-97 ' rn ' F,\8 , 59' 01'05" 10'01'15" A 02'44'36" 200 R - 150.00' 741.25' R 741.25' L - 154.51' ' L 35.49 CB = S 30'07'24" W ' 129.64 147.77' N 20'02'22" E - ~ S 72'31'58" E, CB S 78'54'53" E, ~ _ 0• 129.48' 35.49' 0.40' ND C-C PUBLIC PEDESTRIAN ACCESS RADIAL BEARING= A = 20 41 13" 14` 30'21'58" E \ R = .56' ' A - 40'55'41" EASEMENT AND ACCESS ° I S 200.00 R - 20.00' EASEMENT TO CITY OF TIGARD r`ni~ I ly L = 722.56' ORM' '.IN EASEMENT TRACT "F" ° / CB = S 11'00'28" W L - 14.2 9' E. I 30,400 SF 00r<i 16 1 15 / 72.16' NITARY SEWER EASEMENT CB S 19'54'23" 13 98' S 00'33'27 W j~~ Opp 14 \ .16 5° 0 13 .0.15' W II 650.45' ION ROD ' /C-B 18 h°`~p w w \ s12 1 11 ON PIPE S 67'31'21" E. /50' 186.96' 1 TRACT "E" \ y1 17 N d C111 <o 05. c N 00'33 27" El I 0.49' \ .r I oz Roy CC ?5 5 S' 51.281 'ri _h k 4~- ` 7 "cr 70. r UND V ` - J \ 1..! rnw co cV Q, co Z6 A 12'45'51" co 1O a) o y LLOW PLASTIC CAP R 741.25' 242.00' z 459.75' co o ° Z z o 21.28' L - 165.13' X701. 5,°°° i v . CB - S 73'54'17" E. / !)q N 00'35'52" E !1 N 16'22'42" E l r~ ° UND 1/2" IRON PIPE 164.79' '402 / 0' ^ / c~n'^ / 24 0 'c 0 00 00 0.42' N N MFq co UND 5/8" IRON ROD WITH YELLOW PLASTIC CAP 00 PUBLIC STORM DRAINAGE z v S0R ° SCRIBED "ALPHA ENG., INC." UNLESS OTHERWISE NOTED. z EASEMENT _ _ ~ ° eF~E' OAST o' UND 5/8~" IRON ROD WITH YELLOW PLASTIC CAP N z 00 MON044 UV DCes SCRIBED OTAK", UNLESS OTHERWISE NOTED. TS h to 23 1 50.00' UNC IRON ROD WITH YELLOW PLASTIC CAP oQ(o SCRt_ "BURTON ENGR LS 590". SEE DETAIL "A" 67.93' Q. N 00'22'45" E 537.58' CUND 5/8" IRON ROD `~Y1?> i YELLOW PLASTIC CAP - - - 17.93' 78 74 80 81 = 14 SCRIBED 'SCHELSKY LS 1841" ! v 76 77 82 83 j 84 ET 5/8" x 30" IRON ROD WITH YELLOW PLASTIC 22 0 rn 85 ;AP INSCRIBED "ALPHA ENG., INC.". pa r t I e" x 30" IRON ROD IN MONUMENT BOX WITH ALUMINUM CAP - - - S. W.Ok 31 S W. AtIS 30 ~S I~lS,CR19ED "ALPHA ENG., INC." TO BE POST MONUMENTED _ -d ~J CE STREET. SET ON ¢ N 75 ~R 29 28 h - . ' 21 0! 27 26 3/8" x 30' IRON ROD WITH YELLOW PLASTIC CAP 32 NSCRIBED "ALPHA ENG., INC." TO BE SET WITHIN THE :i V `t ¢ w 74 25 24 IME SPECIFIED IN THE SURVEYOR'S CERTIFICATE. - x - - - 33 3ET ON 00 S ul) " W _ A = 18'14'16" S 052.52 5" W 14.28'14 R- 333.75' 52.52' A a 15'39'44" ro m 73 34 55O. C y L - 106.24' R m 383.75' 20 m CB S 80'2045" W L 104.90' 00 `D , 72 r f _,TRACT "D". 2S I 4BC °vv 24 0 4 0 5 49 AC 49 AC. I 50 AC. 5 1 0 m „ o 6.49 1400 50, 50 60' 55.91 4200 .51 AC. I I 6600 6700 3 r1 N r r Tl 183.25 4400 4300 I 10 I1 I2 - 3/, O 25 O h N e 26 3-. N I MN 3400 a ~M m v r °v1 f^ " 3 m 2 m ° S.W COR. LOT 2 M .48AC. O f9520 46 ,p? V/ h HANDY ACRES ° b 50. 50' 1"00 S 89° 3ti W 0 89° 37' W I Iu 4''539.61 55.79 7 .9 !04 170 9 I R. U4 Z5 le a 32 FERN STREET ~ 182.87 R=74L25 q'~ i 1700 63.70 65.05 3174 5 170' 170' 20 170' o' SO ~rtl 3300 2.63 AC. 24005 e9°35' x7000 1900 2000 2100 2102 0 ,35,4C, ° .48 AC. j *,./5AC. n 1,49 AC. 1.37 AC l.11,4c. I 1.03Ac. 0 1 t = ai 2a' 25' - 0 2 a a I I I ISO' ~ 192.52 a 6900 1 N 2500 3200 N . 61 AC x.58 A0. ml I N C5 m .48 AC. ~ti I I 2 - - J 2 -1 v 82.52 51-84 a '^f 170.05 9 3 3 ~l Q e°0 I c 3100 2600 A 48 AC. 25 y0. 27 ~9e 28 I I 29 10 53 AC. W ri ~p W M 7100 s I 139.78. 3 Y>'-" z z 62.52 l~ e 74AC. 50, 2300 2200 I 1./8 AC. _ 170.06 _ 3000 /.32 AC.• I 2. /3 AG. 2700 3 I I - .53 AC. o n M - W 4 mm m^ Z - 163.08' ) n I 64.63' 170.09 l~~ 11 ISO 2800 2900 , 31 Ac. 5 Coo m L0,51 AC499-441>- INITIA L 5 1'W 8% 220' N 843' 30" E 190' 100' POINT 170' 170 170' 0' 170 t._-_~`""~w~'•± L PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is entered into as of , 1996 (the "Effective Date"), between SIERRA PACIFIC DEVELOPMENT, I C., an Oregon corporation ("Seller"), and the CITY OF TIGARD, an Oregon municipal corporation ("Purchaser"). RECITALS A. Seller is the owner of the property located in the City of Tigard, Washington County, Oregon that is 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. AGREEMENTS In consideration of the mutual promises set forth in this Agreement, the parties agree as follows: 1. Sale and Purchase. Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase and accept from Seller, the Property, for the Purchase Price (as defined below) and on 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 shall be One Hundred Twenty Five Thousand and N01100 DOLLARS ($125,000.00). The Purchase Price shall be payable in cash or other readily available funds through escrow at the Closing (as defined below). 3. Escrow and Earnest Money Pgyment. 3.1 Escrow Agent. Immediately upon execution of this Agreement, the parties shall deliver:--a fully executed copy of this Agreement to Oregon Title Insurance Company, 4550 Kruse Way, Lake Oswego, Oregon 97035 ("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. 3.2 Cancellation Fee and Expenses. In the event this escrow terminates because of the non-satisfaction of any condition set forth in Section 4 any cancellation charges Page 1 - PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS 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. Conditions Precedent to Parties' Obligations to Close. 4.1 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 and all other documents concerning the Property that are in Seller's possession or reasonably accessible to Seller. Purchaser shall have that peri od of time not to exceed 20 days from the Effective Date hereof required to conduct a Level I environmental audit of the Property, and a Level H environmental audit of the Property if such shall be recommended to Purchaser by the person or entity conducting the initial audit, or if Purchaser shall determine, in its sole and unfettered discretion, that a Level II environmental audit is appropriate, and within which to review such information and 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 expense and risk. Purchaser shall indemnify and hold Seller harmless from any loss, damage or claim arising out of Purchaser's entry on the Property for the purpose of making such Inspections, which obligation to indemnify shall survive any termination of this Agreement. Purchaser may terminate this Agreement for any reason by notifying Seller of such termination in writing within ten (10) days after the close of the Inspection Period. 4.2 Seller's Warranties. 4.2.1 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. 4.2.2 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. 4.2.3 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 corporate resolution to bind Seller to the terms and provisions hereof. Page2 - PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS 4.2.4 No Qption 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. 4.2.5 Environmental Warranty. Seller has no knowledge of any existing or pending claim or of any facts or circumstances that may give rise to any future civil, criminal or administrative proceedings against Seller relating to hazardous materials. To the best of Seller's knowledge, no hazardous materials have been discharged upon, brought upon or - stored, on the Property in violation of applicable law. As used herein "hazardous materials" means any substance the presence of which on the Property is regulated by any federal, state or local law relating to the protection of the environment or public health. 4.3 Approval of Title by Purchaser. 4.3.1 Preliminary Title Repo. At least twenty (20) days prior to Closing, Seller, at Seller's expense, shall furnish to Purchaser a Preliminary Title Report issued 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. Receipt of the Preliminary Title Report is acknowledged by Purchaser. The Escrow Agent shall also deliver to Purchaser copies of any financing statements filed against the Property and true, correct and legible copies of all instruments referred to in such Preliminary Title Report as conditions or exceptions to title to the Property, including liens. 4.3.2 Title Objections 4.3.2.1 Notice to Seller. In the event the Preliminary Title Report should show any exceptions other than the Permitted Exceptions (defined below), Purchaser shall have until not later than ten (10) days prior to the scheduled Close of Escrow to approve or disapprove the exception(s), which shall be at Purchaser's sole discretion. Failure of Purchaser to disapprove any exception within such time shall be deemed an approval. 4.3.2.2 Purchaser's Remedies. In the event Purchaser does not approve the exceptions and Seller is unable 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 such exceptions have been removed by Seller; or (ii) terminate this Agreement, in which event all the rights and obligations of the parties under this Agreement shall be null and void. 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. 4.3.3 Permitted Exceptions. As used herein, the term "Permitted Exceptions" means: 4.3.3.1 The standard printed exceptions contained in the Preliminary Title Report of only zoning ordinances, building and use restrictions, reservations and federal patents, and utility easements of record. Page 3 - PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS 4.3.3.2 The standard printed exception for encroachments, 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. 4.3.3.3. The standard exception as to the lien for taxes, limited to the period during which Closing is scheduled to occur for which said taxes are not yet due and payable. 4.3.3.4 Any exception contained in the Preliminary Title Report that has been approved in writing by Purchaser. 4.3.3.5 Any lien or encumbrance created by Purchaser, including any from Purchaser to Seller. 4.4 Owner's Title `Policy. At Closing, Purchaser shall at the expense of Seller, be issued a standard 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. 4.5 Failure of Conditions Precedent. In. the event Purchaser has timely terminated this Agreement pursuant to Sections 4.1 or 4.3.2.2, the escrow and the rights and obligations of Purchaser and Seller under this Agreement shall terminate. 5. Closing. 5.1 Closing Date. The closing (the "Closing") of the sale of the Property by Seller to Purchaser shall occur in escrow in the offices of the Escrow Agent on April 1996 (the date of the Closing being the "Closing Date"). 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. 5.2 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 6.2 shall be mutually concurrent conditions: 5.2.1 Seller's Deliveries. On or before the Closing Date, Seller, at its sole cost and expense, shall deliver the following into escrow: Page 4 - 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) Escrow Agent's agreement to issue, within thirty (30) days after the Closing and at Seller's sole cost and expense, a standard coverage owner's title policy ("Title Policy") in the total amount of the Purchase Price, covering the Property, naming Purchaser as the insured, subject only to the Permitted Exceptions and the standard or printed exceptions contained in a standard coverage title policy, subject to the right of Purchaser to purchase an ALTA Extended coverage policy as provided in Section 5.5 above; and (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. 5.2.2 Purchaser's Deliveries. On or before the Closing Date, Purchaser shall deliver the Purchase Price into escrow. 5.3 Closing'Costs: Prorations. Seller and Purchaser shall each pay one-half (1/2) of all escrow fees and Washington County transfer taxes. 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 prorated between Seller and Purchaser as of the Closing Date, Seller being charged and credited for the same up to such date and Purchaser being charged and credited for the same on and after such date. If the actual amounts to be prorated are not known at the Closing Date, the prorations 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 6.3 shall survive the Closing. 5.4 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. 5.5 Possession. Seller shall deliver to Purchaser possession of the Property on the first full day after completion of the Closing. 6. Indemnification. Seller shall indemnify Purchaser and shall defend and hold Purchaser harmless from any and all loss, damages, suits, penalties, costs, liability and expenses (including, but not limited to, reasonable investigation and legal expenses) arising out of any claim for loss or damage to any property, including the Property, injuries to or death of persons, contamination of or adverse effects on the environment, or any violation of statutes, ordinances, orders, rules or regulations of any governmental entity or agency, caused by or resulting from any hazardous material, substance, or waste brought, stored, or disposed upon the Property by Page 5 - PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS Seller or allowed by Seller to be brought, stored or disposed upon the Property prior to or on the Closing Date. This indemnity shall survive the Closing. 7. Remedies. 7.1 Seller's Remedies. If Purchaser fails or refuses to perform any of its obligations under this Agreement for. any reason other than termination of this Agreement pursuant to Sections 4.1 or 4.3.2.2, then Seller may either: (i) terminate this Agreement by notifying Purchaser thereof, in which event neither party shall have any further rights or obligations hereunder; or (ii) Seller may seek any other rights, remedies (including, without limitation, specific performance) or recourses available to Seller, such rights, remedies and recourses hereunder to be cumulative, and not in exclusion of any other. 7.2 Purchaser's Remedies. If Seller fails or refuses to perform any of its obligations under this Agreement for any reason other than termination of this Agreement. pursuant to Sections 4.1 or 4.3.2.2, 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, specific performance) available to Purchaser, such rights, remedies and recourses hereunder to be cumulative, and not in exclusion of any other. 8. General Provisions. 8.1 Time. TIME IS OF THE ESSENCE of this Agreement. 8.2 Full Authority. Each of the signatories to this Agreement represents and warrants that he/she has the full right, power, legal capacity and authority to enter into and perform his obligations hereunder and no approval or consents of any other person are necessary in connection herewith. 8.3 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 malting either party an agent or partner of the other party. 8.4 AnDlicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oregon.. 8.5 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 APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES. .Page 6 - PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS 8.6 Seve~rahilitv_. 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. 8.7 Modification or Amendments. No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all the parties hereto. 8.8 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. 8.9 Assignment. Seller shall not delegate its duties under this Agreement to any party without the written consent of Purchaser which may be granted or withheld in the sole and unfettered discretion of Purchaser. Seller acknowledges and agrees that the continuing obligation of Seller regarding remediation of hazardous materials which may be located on the Property and for indemnification as provided in this Agreement constitute a material portion of the consideration for entry into the Agreement by Purchaser. Purchaser shall not assign its right, title and interest under this Agreement without the prior written consent of Seller, which consent shall not be unreasonably withheld by Seller; provided, however that no such consent shall release Purchaser from its obligations hereunder. 8.10 Successors and Assigns. Subject to the provisions of Section 9.9, 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. 8.11 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: If to Seller, to: Sierra Pacific Development, Inc. Attn: Edward Freeman, President 5285 S.W. Meadows, Suite 300 Lake Oswego, Oregon 97035 Page 7 - PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS If to Purchaser, to: City of .Tigard Attn: Duane Roberts 13125 SW Hall Boulevard Tigard, Oregon 97223-8199 With a Copy to: Dominic G. Colletta O'Donnell Ramis Crew Corrigan & Bachrach 1727 N.W.. Hoyt Street Portland, Oregon 97209 8.12 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. 8.13 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. 8.14 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. 8.15 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 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 therefrom, and alleged to be due by authorization of the indemnifying party. 8.16 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. 8.17 Entire A reement. This Agreement constitutes the entire agreement between and among the parties, integrates all of the terms and conditions mentioned herein or Page 8 - PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS 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: SIERRA PACIFIC DEVELOPMENT, INC. CITY OF TIGARD, an Oregon municipal corporation By: L Edward Freeman, President By- Its: C/ 04do m r N I X i✓iA 26A- 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: d6etignddiem.gr(03/13/96/na]c) Page 9 - PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS EXHIBIT "A" LEGAL DESCRIPTION Tract E, according to the duly filed plat of HILLSHIRE WOODS, in the City of Tigard, filed December 14, 1995, in Plat Book 101, Pages 23 through 28, Records of the County of Washington and State of Oregon. GG 77 c I < 2s 1 aDC ~ t14l oc c 1 ® 5 r r 111 E i 1~~ R;Qfi X71 , b.JC FERN 17 00 13 x ~cuc s~' zo 2. j a 1000 r" 20 DO 2100 ~ y 2.S/ d ;49X 136 zal i i i 1 N 1 ~ Y I ~ I 1 c u L _ I 2 2 25 0 26 = 27 ~ 28 I 5C 2 r 32 a c ` W-t a 4 22. f1' 47 >D E YC i7050 i7C1 This Map Provided As A Courtesy Of Oregon Title Insurance Company N This sketch is made solely for the purpose of assisting in locating said premises, l and the company assumes no liability for variations, if any, in dimensions and locations asceriainLd by actual survey. POLICY OF TITLE INSURANCE ISSUED BY OREGON TITLE INSURANCE COMPANY 1515 Southwest Fifth Avenue • 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, attorneys' 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. OREGON TITLE INSURANCE COMPANY '4s L Countersigned LTA BY Q '41~ ,jai PRESIDENT h.~.L ' if low Authorized Officer ATTESTI jr SECRETARY 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. 2. CONTINUATION OF INSURANCE AFTER to the title or interest as insured, but only as to those stated The following teens when used in this policy mean: CONVEYANCE OF TITLE. causes of action alleging a defect, lien or encumbrance or (a) "insured": the insured named in Schedule A, and, The coverage of this policy shall continue in force as of other matter insured against by this policy. The Company subject to any rights or defenses the Company would have Date of Policy in favor of an insured only so long as the in- shall have the right to select counsel of its choice (subject to had against the named insured, those who succeed to the sured retains an estate or interest in the land, or holds an in- the right of the insured to object for reasonable cause) to interest of the named insured by operation of law as distin- debtedness secured by a purchase money mortgage given represent the insured as to those stated causes of action guished from purchase including, but not limited to, heirs, by a purchaser from the insured, or only so long as the in- and shall not be liable for and will not pay the fees of any distributees, devisees, survivors, personal representatives, sured shall have liability by reason of covenants of warranty other counsel. The Company will not pay any fees, costs or next of kin, or corporate or fiduciary successors. made by the insured in any transfer or conveyance of the es- expenses incurred by the insured in the defense of those (b) "insured claimant": an insured claiming loss or tate or interest. This policy shall not continue in force in favor causes of action which allege matters not insured against by damage. of any purchaser from the insured of either (i) an estate or in- this policy. terest in the land, or (ii) an indebtedness secured by a pur- (c) "knowledge" or "known": actual knowledge, not chase money mortgage given to the insured. (b) The Company shall have the right, at its own cost, constructive knowledge or notice which may be imputed to to institute and prosecute any action or proceeding or to do an insured by reason of the public records as defined in this any other actwhich in its opinion may be necessary or desir- policy or any other records which impart constructive notice 3. NOTICE OF CLAIM TO BE able to establish the title to the estate or interest, as insured, of matters affecting the land. GIVEN BY INSURED CLAIMANT. or to prevent or reduce loss or damage to the insured. The Company may take any appropriate action under the terms (d) "land": the land described or referred to in The insured shall notify the Company promptly in writing of this policy, whether or not it shall be liable hereunder, and Schedule A, and improvements affixed thereto which by law (i) in case of any litigation as set forth in Section 4(a) below, shall not thereby concede liability or waive any provision of constitute real property. The term "land" does not include (ii) in case knowledge shall come to an insured hereunder of this policy. If the company shall exercise its rights underthis any property beyond the lines of the area described or refer- any claim of title or interest which is adverse to the title to the paragraph, it shall do so diligently. red to in Schedule A, nor any right, title, interest, estate or estate or interest, as insured, and which might cause loss or easement in abutting streets, roads, avenues, alleys, lanes, damage for which the Company may be liable by virtue of (c) Whenever the Company shall have brought an ways or waterways, but nothing herein shall modify or limit this policy, or (iii) if title to the estate or interest, as insured, is action or interposed a defense as required or permitted by the extent to which a right of access to and from the land is rejected as unmarketable. If prompt notice shall not be given the provisions of this policy, the Company may pursue any insured by this policy. to the Company, then as to the insured all liability of the litigation to final determination bya court of competent juris- (e) 'mortgage": mortgage, deed of ,rust, trust deed, Company shall terminate with regard to the matter or mat- diction and expressly reserves the right, in its sole discre- ters for which prompt notice is required; provided, however, tion, to appeal from any adverse judgment or order. or other security ty instrument. failure ton the Company shall in no case prejudice PanY (d) In all cases where this policy permits or requires (f) "public records": records established under state the rights of any insured under this policy unless the com- the company to prosecute or provide for the defense of any statutes at Date of Policy for the purpose of imparting con- pany shall be prejudiced by the failure and then only to the action or proceeding, the insured shall secure to the Com- structive notice of matters relating to real property to pur- extent of the prejudice. pany the right to so prosecute or provide defense in the ac- chasers for value and without knowledge. With respect to tion or proceeding, and all appeals therein, and permit the Section 1(a)(iv) of the Exclusions From Coverage, "public Company to use, at its option, the name of the insured for records" shall also include environmental protection liens 4. DEFENSE AND PROSECUTION OF ACTIONS; this purpose whenever requested by the Company, the in- filed in the records of the clerk of the United States district DUTY OF INSURED CLAIMANT TO sured, at the Company's expense, shall give the Company court for the district in which the land is located. COOPERATE. all reasonable aid (i) in any action or proceeding, securing (g) "unmarketability of the Me": an alleged or appar- (a) Upon written request by the insured and subject to evidence,. obtaining witnesses, prosecuting or defending ent matter affecting the title to the land, not excluded or ex- the options contained in Section 6 of these Conditions and the action or proceeding, or effecting settlement, and (ii) in cepted from coverage, which would entitle a purchaser of Stipulations, the Company, at its own cost and without un- any other lawful act which in the opinion of the Company the estate or interest described in Schedule A to be released reasonable delay, shall provide for the defense of an insured may be necessary or desirable to establish the title to the es- mm the obligation to purchase by virtue of a contractual in litigation in which any third party asserts a claim adverse tate or interest as insured. If the Company is prejudiced by condition requiring the delivery of marketable title. (continued on inside back cover) CONDITIONS AND STIPULATIONS 10. REDUCTION OF INSURANCE; REDUCTION (Continued from inside front cover) OR TERMINATION OF LIABILITY. the failure of the insured to furnish the required cooperation, gations to the insured under this policy for the claimed loss All payments under this policy, except payments made for the Company's obligations to the insured under the policy or damage, other than the payments required to be made, costs, attorneys' fees and expenses, shall reduce the shall terminate, including any liability or obligation to defend, shall terminate, including any liability orobligabon to defend, amount of the insurance pro tanto. prosecute, or continue any litigation, with regard to the mat- prosecute or continue any litigation. 11. LIABILITY NONCUMULATIVE. ter or matters requiring such cooperation. 7. DETERMINATION; EXTENT OF LIABILITY It is expressly understood that the amount of insurance 5. PROOF OF LOSS OR DAMAGE. AND COINSURANCE. under this policy shall be reduced by any amount the Com- ln addition to and after the notices required under Section This policy is a contract of indemnity against actual mone- pany may pay under any policy insuring a mortgage to which 3 of these Conditions and Stipulations have been provided tary loss or damage sustained or incurred by the insured exception is taken in Schedule B or to which the insured has the Company, a proof of loss or damage signed and sworn claimant who has suffered loss or damage by reason of mat- agreed, assumed, or taken subject, or which is hereafter ex- to by the insured claimant shall be furnished to the Company ters insured against by this policy and only to the extent ecuted by an insured and which is a charge or lien on the es- within 90 days after the insured claimant shall ascertain the herein described. tate or interest described or referred to in Schedule A, and facts giving rise to the loss or damage. The proof of loss or the amount so paid shall be deemed a payment under this damage shall describe the defect in, or lien or encumbrance (a) The liability of the Company under this policy shall policy to the insured owner. on the title, or other matter insured against by this policy not exceed the least of: which constitutes the basis of loss or damage and shall (i) the Amount of Insurance stated in Schedule 12. PAYMENT OF LOSS. state, to the extent possible, the basis of calculating the A; or, (a) No payment shall be made without producing this amount of the loss or damage. If the Company is prejudiced difference between the value of the in- policy for endorsement of the payment unless the policy has by the failure of the insured claimant to provide the required (,m) the been lost or destroyed, in which case proof of loss or de- proof of loss or damage, the Company's obligations to the sured estate or interests as insured and the value of the in- struction shall be furnished to the satisfaction of the Com- insured under the policy shall terminate, including any liabil- sured estate or interest subject to the defect, lien or encum- p y ity or obligation defend, prosecute, or continue any lsuch brance insured against by this policy. an (b) When liability and the extent of loss or damage lion, with regard d to the matter or matters requiring such (b) In the event the Amount of Insurance stated in has been definitely fixed in accordance with these Condi- proof of loss or damage. Schedule A at the Date of Policy is less than 80 percent of the loss or damage shall be payable In addition, the insured claimant may reasonably be re- the value of the insured estate or interest or the full consid- lions Lions and nd Stipulations, days thereafter. quired to submit to examination under oath by any au- eration paid for the land, whichever is less, or if subsequent within 30 thorized representative of the Company and shall produce to the Date of Policy an improvement is erected on the land 13. SUBROGATION UPON PAYMENT for examination, inspection and copying, at such reasona- which increases the value ofthe insured estate or interest by OR SETTLEMENT. ble times and places as may be designated by any au- at least 20 percent over the Amount of Insurance stated in thorized representative of the Company, all records, books, Schedule A, then this Policy is subject to the following: (a) The Company's Right of Subrogation. ledgers, checks, correspondence and memoranda, (i) where no subsequent improvement has been Whenever the Company shall have settled and paid a whether bearing a date before or after Date of Policy, which made, as to any partial loss, the Company shall only pay the claim under this policy, all right of subrogation shall vest in reasonably pertain o therized loss representative damage. the Further, if re- loss pro rata in the proportion that the amount of insurance the Company unaffected by any act of the insured claimant. quested by any autho repres Company, at Date of Policy bearsto the total value of the insured estate The Company shall be subrogated to and be entitled to all the insured claimant shall grant its permission, in writing, for or interest at Date of Policy; or (ii) where a subsequent im- rights and remedies which the insured claimant would have any authorized representative of the Company to examine, provement has been made, as to any partial loss, the Com- had against any person or property in respect to the claim inspect and copy all records, books, ledgers, checks, coma pany shall only pay the loss pro rata in the proportion that had this policy not been issued. If requested by the Com- third party, and memoranda the custody or control of . 120 percent of the Amount of Insurance stated in Schedule pany, the insured claimant shall transfer to the Company all All third p, information which designated reasonably as pertain confidential to thedential by loss the damage. insured A bears to the sum of the Amount of Insurance stated in rights and remedies against any person or property neces- claimant provided to the Company pursuant to this Section Schedule A and the amount expended for the improvement. nary in order to perfect this right of subrogation: The insured shall not be disclosed to others unless, in the reasonable The provisions of this paragraph shall not apply to costs, claimant shall permit the Company to sue, compromise or judgment of the Company, it is necessary in the administra- attorneys' fees and expenses for which the Company is li- settle in the name of the insured claimant and to use the tion of the claim. Failure of the insured claimant to submit for able under this policy, and shall only apply to that portion of name of the insured claimant in any transaction or litigation examination under oath, produce other reasonably re- any loss which exceeds, in the aggregate, 10 percent of the involving these rights or remedies. quested information or grant permission to secure reasona- Amount of Insurance stated in Schedule A. If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subro- bly necessary information from third parties as required in- (c) The Company will pay only those costs, attorneys' gated to these rights and remedies in the proportion which this paragraph, unless prohibited by law or governmental fees and expenses incurred in accordance with Section 4 of the Company's payment bears to the whole amount of the regulation, shall terminate any liability of the Company these Conditions and Stipulations. loss under this policy as to that claim. If loss should result from any act of the insured claimant, stated 6. OPTIONS TO PAY OR OTHERWISE SETTLE 8. APPORTIONMENT. C above, that act shall not void this policy, but the CLAIMS; TERMINATION OF LIABILITY. Company, in that event, shall be required to pay only that If the land described in Schedule A consists of two or part of any losses insured against by this policy which shall In case of a claim under this policy, the Company shall more parcels which are not used as a single site, and a loss exceed the amount, if any, lost to the Company by reason of have the following additional options: is established affecting one or more of the parcels but not all, the impairment by the insured claimant of the Company's (a) To Pay or Tender Payment of the Amount of In- the loss shall be computed and settled on a pro rata basis as right of subrogation. surance. if the amount of insurance under this policy was divided pro (b) The Company's Rights Against Non-Insured rata as to the value on Date of Policy of each separate parcel Obligors. (i) To pay or tender payment of the amount of in- to the whole, exclusive of any improvements made sub surance under this policy together with any costs, attorneys' sequent to Date of Policy, unless a liability or value has The Company's right of subrogation against non- fees and expenses incurred by the insured claimant, which otherwise been agreed upon as to each parcel by the Com- insured obligors shall exist and shall include,.without limita- were authorized by the Company, up to the time of payment pany and the insured at the time of the issuance of this policy tion, the rights of the insured to indemnities, guaranties, or tender of payment and which the Company is obligated to and shown by an express statement or by an endorsement other policies of insurance or bonds, notwithstanding any pay. attached to this policy. terms or conditions contained in those instruments which (ii) Upon the exercise by the Company of this op- provide for subrogation rights by reason of this policy. tion, all liability and obligations to the insured under this pol- icy, other than to make the payment required, shall termi- 9. LIMITATION OF LIABILITY. 14. ARBITRATION. nate, including any liability or obligation to defend, prose- cute, or continue any litigation, and the policy shall be sur- (a) If the Company establishes the title, or removes Unless prohibited by applicable law, either the Company rendered to the Company for cancellation. the alleged defect, lien or encumbrance, or cures the lack of or the insured may demand arbitration pursuant to the Title To Pay or Otherwise Settle With Parties Other a right of access to or from the land, or cures the claim of un- Insurance Arbitration Rules of the American Arbitration As- (b) than the Insured or With the Insured Claimant. marketability of title, all as insured, in a reasonably diligent sociation. Arbitrable matters may include, but are not limited manner by any method, including litigation and the comple- to, any controversy or claim between the Company and the (i) to pay or otherwise settle with other parties for lion of any appeals therefrom, it shall have fully performed insured arising out of or relating to this policy, any service of or in the name of an insured claimant any claim insured its obligations with respect to that matter and shall not be li- the Company in connection with its issuance or the breach against under this policy, together with any costs, attorneys' able for any loss or damage caused thereby. of a policy provision or other obligation. All arbitrable mat- fees and expenses incurred by the insured claimant which ters when the Amount of Insurance is $1,000,000 or less were authorized by the Company up to the time of payment (b) In the event of any litigation, including litigation by shall be arbitrated at the option of either the Company or the and which the Company is obligated to pay; or the Company or with the Company's consent, the Company insured. All arbitrable matters when the Amount of Insur- shall have no liability for loss or damage until there has been ance is in excess of $1,000,000 shall be arbitrated only (ii) to pay or otherwise settle with the insured a final determination by a court of competent jurisdiction, claimant the loss or damage provided for under this policy, and disposition of all appeals therefrom, adverse to the title when agreed to to both the Company and the insured. c ,together with any costs, attomeys' fees and expenses incur- as insured. tration pursuant to this policy and under the Rules in effect on red by the insured claimant which were authorized by the the date the demand for arbitration is made or, at the option Company up to the time of payment and which the Company (c) The Company shall not be liable for loss or dam- of the insured, the Rules in effect at Date of Policy shall be is obligated to pay. age to any insured for liability voluntarily assumed by the in- binding upon the parties. The award may include attorneys' Upon the exercise by the Company of either of the options sured in settling any claim or suit without the prior written provided for in paragraphs (b)(i) or (ii), the Company's obli- consent of the Company. (continued on back) CONDITIONS AND STIPULATIONS (Continued from inside front cover) fees only if the laws of the state in which the land is located ing any provision of this policy, this policy shall be construed 16. SEVERABILITY. permit a court to award attorneys' fees to a prevailing party. as a whole. In the event any provision of this policy is held invalid or Judgment upon the award rendered by the Arbitrator(s) may (b) Any claim of loss or damage, whether or not unenforceable under applicable law; the policy shall he be entered in any court having jurisdiction thereof. based on negligence, and which arises out of the status of deemed riot to include that provision and all other provisions The law of the situs of the land shall apply to an arbitration the title to the estate or interest covered hereby or by any ac- shall remain in full force and effect. under the Title Insurance Arbitration Rules. lion asserting such claim, shall be restricted to this policy. A copy of the Rules may be obtained from the Company (c) No amendment of or endorsement to this policy upon request. can be made except-by a writing endorsed he or at- 17. NOTICES, WHERE SENT. tached hereto signed by either the President, a Vice. Presi- even the Company and an 15. LIABILITY LIMITED TO THIS POLICY; required . any dent, the Secretary, an Assistant Secretary, or validating of- All notices wired to be given ENTIRE CONTRACT. ficer or authorized signatory of the Company. statement in writing required to be furnished the Company (a) This policy together with all endorsements, if any, shall include the number of this policy and "shall be ad-the attached hereto by the Company is the entire policy and landOregon 97201. Company at 1515 S.W. Fifth Avenue, Port- contract between the insured and the Company. In interpret- ALTA Owner's Policy (10/17/92) SCHEDULE A Date of Policy: March 29, 1996 At: 3:.52 p.m. Policy No.: 864380w Amount of Insurance: $125,000.00 Order No.: 864380w Premium: $339.63 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: Tract E, according to the duly filed plat of 1ILLSHIRE WOODS, in the City of Tigard, fi-1_ed,December 14, 1995, in Plat Book 101, Pages 23 through 28, Records of the County of Washington and State of Oregon.