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2002-136823 ~ Hall Boulevard 1 ngton County, Oregon 2002-136823 1200204:18:51 PM (l D-DW Cnta1 Stna4 A OUYCK $25.00 $6.00 $11.00 - Total=$42.00 THIS SPACE RESEF t ti 00201946200201368230050058 I, Jerry Hanson, Director of Assessment and Taxation and Ex-Officio County Clerk for Washington County, do hereby certifythat the within Instrument of writing V403 ncsived and recorded In the bogk of records of said county. 11_ Afber recording return to. Jerry R. Hanson, Director bILAssesoment and Taxation. P?' City of Tigard Exafflcio County Clerk 13125 SW Hall Blvd Tigard, OR 97223 until a change is requesWd all tax statements shad be stint to the 1`6110wing address: City of Tigard 13125 SW Hall Blvd Tigard, OR 97223 File No.: NCS-418+OR1 (pb) Date: October 22, 2002 o _ STATUTORY SPECIAL WARRANTY DEED o -s ~I Fred W. Fields, Grantor, conveys and specially warrants to City of Tigard, an Oregon municipal to U corporation, the following described real property free of liens and encumbrances created or suffered by the Grantor, except as specifically set forth herein: 8 C 1 ~1. See Exhibit "A" attached hereto 1 This property, is free from liens and encumbrances, EXCEPT: See Exhibit "B" attached hereto THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. 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 TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930, The true consideration for this conveyance is $2,100,000.00, ACCEPTED: City of Tigard, an Oregon 24dg& municipal corporation Fred W. Fields William A. Monahan City Manager Page 1 or 2 1 AFN: 8468951 Statutory Special Warranty Deed File No.: NC5-4184-OR1(p6) condAued Date: 10/ 22/ 2002 STATE OF Oregon ) )S5. County of s k , rY } This instrument was acknowledged before me on this 3 L `day of by Fred W Fields. Notary Public for Oregon OFFICIAL SEAL My commission expires: VERDA M GREGG NOTARY PUBLIC-OREGON COMMISSION NO, 355208 MY COMMISSION EXPIRES FEB 27. 2006 Page 2 of 2 2002-136823 STATE OF OREGON } 2002-13682 3 County of Clackamas } SS: This instrument was acknowledged before me on 00OLV1 0 20, by William A. Monahan as City Manager of the City of Tigard, an Oregon municipal corporation, on behalf of the corporation. Notary Pub is for Oregon M Commission Expires D1 .7 OFFICIAL SEAL CATHERINE D WHEAIM NOTARY PUBLIC-OREGON COMMISSION NO. MY COMMISSION EXPIRES MAY 10,2= I EXHIBIT "A" ~I'II PARCEL 1.: 2002-136823 The North one-half of Lot 1, EDGEWOOD ACRE TRACTS, in the City of Tigard, County of Washington and State of Oregon. PARCEL II: The South one-half of Lot 1, EDGEWOOD, in the City of Tigard, County of Washington and State of Oregon. PARCEL III: All that certain tract of land in the William Graham Donation Land Claim No. 39 in Township 2 South, Range 1 West of the Willamette Meridian, in the City of Tigard, County of Washington and State of Oregon, conveyed to Beecher B. Robinson by Deed recorded at page 193 of Volume 126, Washington County, Oregon Deed Records, and being more particularly described as follows, to-wit: Beginning at the Southwest corner of the aforesaid Robinson Tract in the center of the County Road at the Northwest corner of Lot 1, EDGEWOOD, a duly recorded subdivision of Washington County, Oregon, which beginning point is said to bear 5.60 chains West and 21.02 chains North of the Northwest corner of Section 12, Township 2 South, Range 1 West, of the Willamette Meridian; thence from said point of beginning North 0022' East in the center of the said county road 969.4 feet to the Northwest corner of the said Robinson Tract; thence South 47143' East 26.9 feet to an iron pipe; thence continuing South 47143' East 431.1 feet to an iron pipe; thence South 99.0 feat to an alder tree marked "C.S."; thence continuing South 16.0 feet to a point in the center of Fenno Creek, from which point an iron pipe bears North 19.9 feet; thence down stream following the center of Fanno Creek the following courses and distance: South 37001' East 110.0 feet; South 26058' West 126.0 feet; South 6°44' West 86.8 feet; South 30108' East 40.5 feet; South 73151' East 44.8 feet; North 53056' East 71,7 feet; South 74006' East 33.1 feet; South 41144' West 72.6 feet; South 24024' East 64.3 feet; South 5112' East 137.0 feet and South 11035' West 42.7 feet to a point on the North line of said EDGEWOOD SUBDIVISION; thence North 89000' West along the North line of aforesaid subdivision 35.1 feet to a point in the center of Fenno Creek, from which point an iron pipe bears South 89°00' East 17.1 feet; thence running downstream in the center of Fenno Creek North 39 018' West 32.8 feet North 58 129' West 104.5 feet, South 861148' West 41.6 feet and South 121102' West 76,4 feet to a point on the North line of aforesaid subdivision, from which point an iron pipe bears North 89°00' West 28.0 feet; thence leaving Fenno Greek and running along the North line of said subdivision 528.0 feet to the place of beginning. SAVE AND EXCEPT THEREFROM that portion conveyed to the State of Oregon, by and through the State Highway Commission recorded August 20, 1965 in Book 656, page 306, Records of Washington County. Exhibit "B" I~ I I 2002-136823 I. Statutory Powers and Assessments of Clean Water Services, 2. Rights of the public and of governmental booties in and to that portion of the premises herein described lying below the high water mark of Fanno Creek. 3. Any adverse claim based upon the assertion that some portion of said land has been removed from or brought within the boundaries thereof by an avulsive movement of the Fanno Creek or has been formed by the process of accretion or reliction or has been created by artificial means or has accreted to such portion so created. 4. The rights of the public in and to that portion of the premises herein described lying within the limits of roads, streets or highways. 5. An easement created by instrument, including the terms and provisions thereof; Recorded December 15, 1971 in Book 847, page 55 Favor of Tigard Water District, a municipal corporation of Washington County, Oregon For Underground pipeline and/or mains 6. An easement created by instrument, including the terms and provisions thereof; Recorded July 20, 1972 in Book 878, page 295 Favor of Unified Sewerage Agency of Washington County, a municipal corporation and county service district of the State of Oregon For Sewer 7. An easement created by instrument, including the terms and provisions thereof; Recorded July 20, 1972 in Book 878, page 298 Favor of Unified Sewerage Agency of Washington County, a municipal corporation and county service district of the State of Oregon For Sewer MEMORANDUM 11 Lill CITY OF TIGARD, OREGON TO: Cathy Wheatley, Margaret Barnes, Gus Duenas FROM: Bill Monaha DATE: November 2, 2002 SUBJECT: Library Property Acquisition Attached is information which I received from First American Title Insurance Company pertaining to our recent purchase of Fred Fields' property. The original should be filed in City Records as it is a "historic" document. The copies should be maintained in our project files for future reference. Thank you for your assistance in closing this transaction. aft I: WDKBILLIMEMOS\20021LIBRARY PROPERTY ACOUISITIONAOC 18/25/2002 11 :10 5B_ o029B • RAMIS CREW PAGE 02 7U1iCZELASE AND SA.>t _,GENT THIS AGREEMENT is entered into as ofthis/ „ day of October, 2002, by and between ( gi p D W. FIELDS ("Seiler ") and THE CITY OF TIGARD, an Oregon municipal corporation A. Seller is the owner of certain real property which is legally described itt Exhibit I hereto (the "Property "). B. The City has determined that the Property is needed for public purposes, and has cmnmunilcated to Seller that necessity and the intention of the City to ermrcise its power of eminent domain in regard to the Property unless the parties can agree on terms for acquisition of the Property by the City. • C_ Purchaser wishes to acquire the Property owned by Seiler, and, under threat of condemnation, Seller is willing to sell the Property to Purchaser under the terms and conditions ofthis Agreement • - • For valuable consideration, the parties covenant and agree as follows: 1. breheee. Seller agrees to sell. to Purchaser at Closing, and Purchaser agrees to purchase at Closing, the Property in accordance withthe teams hereof 2_ Purchase Price. Upon Closing, Purchaser will pay Seller an aggregate purchase price of Two Million One Hundred Thousand Dollars ($2,100, 000.00) for the Property. The purchase price shall be payable all in. cash or other immediately available fttnds at the Closing. 3.. Title to the Property at Closing will be free of encumbrances or defects other - than the Permitted Exceptions: (as defined in this paragraph 3) and will be so insurable at and as a condition of Closing, fbr Parcroser's benefit, as evidenced by a binding conunitment from Escrow Agent to issue an owner's extended coverage policy of title insurance (the "Title Policy "). For the purposes of this Agreement, "Pere fitted Exceptions" will include (a) matters shown as exceptions 1 through 7 as shown on the Deed from Seller to Purchaser of even date herewith; (b) matters of record approved or deemed to have been approved by Purrhao tr, and (c) exceptions attributable to the acts or omissions of Purchaser or its agents, employees or contractors. Encumbrances to be discharged, if any, may be discharged through escrow out of purchase money at Closing. • • Page- 1— PURCIASB AND SALE AGREEMENT • • • • • • • • • • • • 10/25/2002 11:10 50i_ 00290 RAMIS CREW PA 03 • • 4. Deed. Title to the Real Property shall be conveyed by special wazranfy deed (the "Deed') in the form attached to this Agreement as Exhibit 2, flea of encumbrances or defects, except the Permitted Exceptions. • 5. Sabel aapagatattgg jamadefi. Seller makes the following representations and warranties to Purchaser (a) ;;slice's Authority. Seller has the requisite power and authority to own and • operate the Property and to commutate the transactions contemplated herein, • (b) Poreiga Person. Seller is not a `foreign person` within the meaning of Section 1445(f) of the Internal Revenue Code. (c) Creditors. No attacbmenta, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Seller, nor are any of such proceedings contemplated by Seller_. Seller's representations and warranties shall survive Closing for a period of twelve (12) months and shall terminate as of the end of such period except to the extent that Purchaser • advises Seller in writing of an alleged breach thereof prior to such termination date, stating with specificity the nature of the alleged breach and providing Seiler concurrently therewith with • • documentation thereof 6. Purchaser's Repreaentatifts and Warranties. Purchaser makes the following representations and warranties to Seller: (a) Purchaser's Authority. Purchases. has the requisite power and authority to acquire the Property_ The execution, delivery and performance of this Agreement by Purchaaer have been duty and ralidiy a ""`accrued by all necessary action and proceedings, and no Norther action or authorization is necessary on the part of Purchaser in order to consummate the transactions comuemplated heroin. (b) No Conte Neither the execution nor delivery o£this Agreement by Purchaser, nor * performance of any of- its obligations hereunder, nor consummation of the transactions contemplated hereby, will conflict with, result in a breach of, or constitute a default under, the . terms and conditions of the erganiizatlonal documents pursuant to which Purchaser was organited, or any agreement to which Purchaser is a party or by which it is bound, or any order of any court, regulatory body, administrative agency or governmental body having jurisdiction over Purchaser. • • • (c) Solace o P}nd,g, Purchaser has available to it adequate financial resources to enable it to purchase the Property at Closing without seeking recourse to any contingent fi nding source. • (d) F.rt ysi Rte, Purchaser will consult and reasonably cooperate with Seller Page 2 — PURCHASE AND SALE AGREEMENT crve.4Ls.a ar ao rtias(102- 504aoo • • • • 10/25/2002 11:10 58 .,060290 RAMIS ci W PAGE 04 • regarding establishment ofa road (the "Extension Road") from Hall Boulevard providing access to other real property owned by Seller (The "Adjacent Property ") which lies generally eastward of the Property. (e) - i 'g_ 1'urrltsaat will consult and reasonably cooperate with Sefler anal -will establish discussions among Pure, Seller (or his representative), the owner/operator of that certain railway track(s) and right -of -way (the "Railway ") bordering the Adjacent Property, and property owners) having property(ies) abutting the Railway and having rights that may be affected by the Extension Road, with the purpose of negotiating a crossing of • said track and right-of-way for the Extension Road. In the event the - Railway refuses to permit a crossing of said track and right -of -way, Purchaser will consult and reasonably cooperate with Seller -with regard to the establishment of alternative roadway access from Hall Boulevard and from Hnnraikex Road to the Adjacent Property. (f) local Improvementjaatzict. Purchaser will consult and reasonably cooperate with Seller' in the formation of a local ininnprovement district to finance construction of the extension Road, -with such consultations to include: (i) the appropriate siting of the Extension Road, (ii) construction of the Extension Road across the Adjacent Property (and possibly across the Property), and (iii) the appropriate location of a Railway crossing for connection of the Extension Road to SW Hunziker Avenue. As part of such cooperation, Purchaser agrees to assume, and promptly pay as required, the costs of engineering work and construction management for the formation of the local improvement district and construction of the Extension Road, will discuss and reasonably cooperate with Seller regarding an equitable • distribution of Extension Road costs Through local improvement district assessment liabilities, and will discuss and reasonably cooperate with Seller regarding allocation of local improvement district assessment liabilities. The obligation of Purchaser to pay costs of engineering work and construction management for the Extension Road is a continuing obligation that shall survive the Closing. The representations of Section 6, subsections (d), (e) and ( will survive the CIoaing and will not emerge into the Deed to be conveyed by Seller to Purchaser pursuant to this Agreement. 7. Closing, • (a) Closing will occur in the offices of the Escrow Agent on a date mutually agreed to by Seller and Purchaser, but no later than October 3I, 2002. The parties shall cooperate to permit the Closing to occur by means of an escrow and the faxing and couriering of documents so that Closing does not require the physical presence of the parties in the office of Escrow Agent. (b) At Closing Seller will deposit in escrow the Deed, a P1RPTA affidavit and Seller's share of escrow fees, closing costs and protations. At Closing Purchaser shall deposit the Purchase Price to be paid . in cash or other immediately available funds, along with Purchaser's share of prorated items, fees and charges for all title 'upgrades and special endorsements in excess of that for an owner's. extended policy of title insurance, if any, requested by it; one -half (1/2) of the escrow fee; and all other Closing costs, except those designated to be paid by Seller under terms of this paragraph. Seller shall pay the title insurance premium for an • P : :e- 3 PURCHASE AND SALE AGREEMENT • - maw jaasosastiia olliu ad m..tha ss(025°Z.ex - i - - 10/25/2002 .11:10 58b..u68290 RAMIS CREW PAGE 05 owner's standard coverage policy of title insurance; the recording fee on thc Deed, and-one -half (1/2) of the escrow Each party shall pay its own attorneys' fees. (a) Real and personal property taxes, assessments, rents, and operating expenses of the Property (other than Seller's insurance premiums) shall be prorated as of midnight of the day preceding Cloning. Real and personal property taxes and assessments shall be prorated on the basis of the best information available as of Closing, including taxes 'based on thc latest • assessed valuation for the Property, If after Closing, real and personal property taxes or assessments are determined to be different from those apportioned at Closing then the parties shall promptly adjust the prorated amount to actuate by payment from the party who paid to little. or received too much of a credit at Closing. (b) Por purposes of calculating proration, Seller shall be deemed to be in title to the Property, and therefore entitled to the income therefrom and responsible for the expenses thereof, through midakg t of the day before the Closing Date. All proration& shall be made on the basis of the actual number of days of the year and month which • have elapsed as of the Closing Date. The amount of proration shall be adjusted in cash after the Closing, as and when complete and accurate information becomes available. Seller sad Purchaser shall cooperate in making Post Closing adjustments to prorations within thirty (30) days following Closing, if and to the extent possible. • • 9. "As -is" Sale; Limitation; Disclaimer Notice. Purchaser acknowledges That notwithstanding any prior or contempornmous oral or written representations, statements, documents or understandings, this agreement constitutes the entire understanding of the parties with respect to the subject mnfter hereof and supersedes any such prior or contemporaneous oral or written representations, statements, documents or understandings, Purdliiiif .... further • ack mwledges that - except as net _forth in paragraph 6 or'ihte deed (i) neither seller, nor any principal, agent, atternoy, employee, broker or other representative of seller has made any representations or warranties of any kind whatsoever regarding the property, either express or implied, and (i') that Purchaser is not relying on any warranty, representation or covenant, • • express or implied, with respect to the property, except as $ t forth is paragraph 6 or the deed, and agrees that Purchaser is acquiring the property in wholly an °as -is" condition with all faults and waives all contrary rights and remedies available to it under state and federal. law. In • particular, but without limitation, except as set forth in paragraph 6 and in the deed, seller makes no representations or with respect to the use and condition of the property, including without limitation the condition of the soils or groundwatera of the property and the presence or absence of hazardous materials on or under tiro property or its compliance with applicable statutes, laws, codes, ordinances, regulations or requirements relating to leasing zoning, subdivision, planning, building, fee, safety, health or environateutal matters or its compliance with covenants, conditions and restrictions (whether or not of record) or other local, municipal, regional, state or federal requirements, _or other statutes, - laws; codes, ordinances, regulations or requirements. Except ltrr the rep emotions and warranties cotanined in paragraph 6 and in the deed, Purchaser waives, relinquishes and releases any and all rights, claims and causes of action, including, but not limited to, all rights of contribution and indemnity, which Purchaser may have or may be entitled to assert against seller under or with respect to the property or the condition - } Page- 4 — PURCHASE AND SAIL AGREEMENT o:te .runtrue.vv. ys;auoeOasi(10esm)..eoo • • • i • • 16!25(2002 11:10 50:. ,8290 RAMIS CREW PAGE B6 thereof, Purchaser expressly understands and acknowledges that it is possible that unknown problems, conditions or - dahrts may exist with respect to the property attd that Purchaser explicitly took such into account in determining the purchase price for the property, earl that s portion of such consideration, having been bargained for between. the parties with the knowledge of the possibility.of such unknown problems, conditions or claims, was given in exchange for a full accord, satisfaction anal discharge of all such problems, conditions, losses and claims. Purchaser acknowledges that following closing seller shall have no liability or duty of any kind with respect to property, regardless of the basis for the claim, oxcapt for fraud or a breach' of its paragraph 6 or deed representations and warranties, Purchaser's Initials • • • 10 . piselosure. If prior to Closing either party discovers a fact or circumstance which might render a representation or warranty by the other party inaccurate in any material respect, it shall advise the other party thereof in writing promptly upon such discovery. If Purchaser discovers or is so advised in writing of such a fact or circumstance involving a Seller representation or -warranty, it shall have, as its sole aad eecelusiveremedy, the option, exercisable within five (5) business days thereafter to either (a) elect to terminate this Agreement and receive a return of tbe- Deposit, or (b) to waive such ineactiraey in writing, in which event it shall be deemed to have waived all claims and causes of action against Seller related thereto. 11.1, (a) If Seller is not in dwfn,lf, and Purchaser fails or misses to consummate Its purchase of the property, Purchaser and Seller agree that it would be impractical and extremely difficult to estimate the damages that Seller may suffer. Therefore, purchaser atul Seller agree . that a reasonable estimate of the total net detriment that Sena would suffer in the event that Purchaser defaults and fails to complete the purchase of the property is and shalt be, and Seller's • sole and exchisive remedy (whether- at Law or in equity), as amount equal to the deposit. This • amount shall be the full, agreed and liquidated damegea for any breach of this agreement by Purchaser. The payment of this amount as liquidated damages is not intended as a forfeiture or pe airy, but is intended to Mt liquidated damages to Seller. Upon any default by Purchaser, this agreeasant shall be terminated and neither party shall have•any thither or • obligations wader it, except for the right of- Seller to collect such Liquidated damages .from Purchaser. • (b) IfPurGhaser is not ita default and Seller fails or refuses to consummate the sale of the property without legal excuse, Purcbaser shell have the right to the return of its deposit together with accrued interest thereon as liquidated damages, or be entitled to available legal or equitable remedies including but not limited to specific perfonnanee; provided, however, in no event shall Seller be liable to Purchaser for special, punitive, consequential or incidental damages, including, but not limited to, lost profits. By their initials below, Purchaser and Seller specifically acknowledge that they have read and specifically negotiated and agreed to forfeiture of the deposit and limitation of remedies as provided for ie preceding paragraphs I2(a) and 12(b). Page- 5 — PURCHASE AND SALE AGREEMENT oes,aLait earl ysiteDOanaevetease penes ).loo 1 __ • -, 10/25/2902 11 :19 503460290 - R CREW. PAGE 07 Purchaser's Initials Seller's Inhials`-#' 2 • 12. Condemaation.If any portion of the Property becomes the subject of a condemnation proceeding p r i o r t o Closing, Purchaser shall have the right to terminate this Agreement if It so notifies Seller in writing not later than the first to occur of (a) ten (10) days after it is advised of the condemnation proceeding or (b) Closing. Seller shall notify Purchaser in writing of a condemnation affecting the Property within the earlier of (1) Closing or (u') five (5) days of Seller's receipt of notice thereof If Purchaser elects not to terminate This Agreement, then Seller will assign to Purchaser at Closing Seller's rights with respect to all condemnation proceeds related thereto. 13. Notices. All notices provided for herein may be telecopied (with machine verification of receipt), sent by Federal Express or other overnight courier . service er delivered or mailed registered or certified mail, return recipt requested. If a notice is malted, it shall be considered • - delivered upon receipt or refusal therea£ If a notice is sent via telecopy on a business day it shall be deemed received upon receipt of verification of transmission If a notice sent via oveigbt courier, it shall be deemed receivai upon receipt or refusal thereof The addresses to be used in connection with such correspondence and notices are the following, or such other address as a. party shall from time to time direct: • To Seller Fred W. Fields 1149 SW Davenport Portland, Oregon 97201 To Purchaser. City of Tigard Attu William A. Manahan, City Manager 13125 SW Hall. Boulevard Tigard, Oregon 97223 With Copy to: Dominic G. Collette • Ramis Crew Corrigan &Bachrach, I:t 1' 1727 NW Hoyt Street Portland, Oregon 97209 14. Transfer, This Agreement shall inure to the benefit of and be binding upon the parties hereto and heir heirs, successors and assigns; provided, however, Purchaser may not assign its rights hereunder without Seller's prior written consent, which consent may be withheld in Seller's sole discretion. No such assignment shall release Purchaser from primary liability under this Agreement In the event of an assignment the term 'Purchaser" as used herein shall include Purchaser's assignee. Any assignment in violation of this paragraph 15 will be void. • • 15. ConfidentiaUty. Purchaser covenants that it will maintain the confidentiality of all information which it receives from Seller or its agents and all reports, studies and other documentation which it develops based ther until Closing, except as otherwise required by • applicable law or court rule or order therm until if thin transaction closes, and further covenants that, if this transaction does not close, it will destroy all such documents and all copies vvhich Purchaser made thereof. Purchaserrs provision of such Information to employees and consultants during Page- 4— PURCHASE AND SALE AGREEMENT o�Rwt_ suaielrptatibrayssctn«, mNeasatiozra2}aoo • • • • ■ 11)/ 25/ 2002 11218 50' _ 00290 RAMIS CREW PAGE 0B the term hereof shall not be deemed to violate the foregoing covenant so long as the recipients agree to honor the confidentiality requirement. 16. Appliqthleixx. This Agreement shall be governed by and eanstruedin, acaorrisnre with the laws of the State of Oregon. 17. Brokers Fees_ Each party shall pay any real estate brokers or agents fees arising out of agreements such party may have entered into In connection with the purchase and sale of the Property and shall indemnify, defend and hold the other party harmless with respect thereto. This indemnification obligation. shall survive Closing. 18. Costs enfax,ppm. Except as otherwise provided ham, each party hereto will • bear its awn costs and expenses in connection with the negotiation, preparation and execution of this Agreement and other documentation related hereto and in the performance of its duties hereunder_ 19. Lvf/80lianrnus, (a) Headings. The headings in this Agreement are for convenience only and do not in any way limit or affect the terms and provisions hereof. (b) Calculation of Time Periods. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after whichthe designated period of time begins to run is not to be included and the last day ofthe period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday. The final day of any such period shall be deemed. to and at 5:04 p.m., pacific Time. • Page- 7 — PUR.Cii,ASB AND SALE AGREEMENT nvr .uktgar 2. ,ama ,tPAsspav n. • • 19/25/2002 11:10 503000290 RAMIS CREW PAGE 09 (c) Time n Essence. Time is of the essence of this Agreement. • (d) Gender. Wherever appropriate in this Agreement, the singular shai1 be deemed to refer to the plural and the plural to the singular, and pronouns of' certain genders shall be deemed to include either or both of the other genders. (e) cangerparta. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which when taken together shall constitute one and eame instrument. (f) Exhibits. The Exhibits referred to herein and attached to this Agreement are incorporated herein as if set forth in Sill.. , • 20. Attoreyte Pepe. If any lawsuit or arbitLation arises in connection with this Agreement, inahtding - without limitation, an' action to rescind this Agreement, the substantially prevailing party therein shall be entitled to recover from. the losing party the substantially prevailing party's costs and expenses, including reasonable attorneys' fees, incurred in connection therewith, in preparation therefore and on appeal therefrom including those in any bankruptcy proceeding, which amounts shall be included in any judgment entered therein. 21. Unenforceability. If any provision of this Agreement is held to be invalid, illegal or • unenforceable in any respect, such invalidity, illegality or unenfnrceabllity shall not affect the • remainder of such provision or any other provisions hereof 22. This Agreement may not be altered amended,. changed, • waived, terminated or modified in any respect or particular unless the same shall be in writing and signed by or on behalf of the party to be charged therewith. 23. Waiver. A party may, at any time or times, at its election,`waive any of the conditions • to its obligations hereunder, but any such waiver shall be effective only if contained in a writing signed by such•party. No waiver shall reduce the rights and remedies of such party by. reason of any breach of any other party. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach. • 24. Facsimile Sitirnatures. Each party (i) has agreed to permit the use, from time to time , of telecopied is in order to expedite the transaction contemplated • by and this where Agrecutent (ii) intends to be bound by its respective telecopied signature, (iii) is aware that the other will rely on the telecopled signature, and (iv) ackmowlcdges such reliance and waives any defenses to the enforcement of the documents effecting the transaction contemplated by this Agreement based on the fact that a signeturo was sent by te1c opy. • Page 8 - PURCHASE AND SALE ACzEma17 • • • • • • a ; rBrei�mrtmnYnZatdUtlrotyetmwoma�mttU�ASSQo1s�R >.doe • 18/25/2002 11:10 502. ,290 RAMIS CREW PAGE 10 • • 25. Delivery of Possession,. Possession of the Property shall be delivered to Purchaser on the Closing Date subject to the Permitted Exceptions. 26. Entire Agreement. This Agreement constitutes the entire agreement among the parties • with respect to the subject matter hereof and supersedes all prior agreements, oral or written, express or implied, and all negotiatious or discussions of the parties, whether oral or and there are no warranties, representations or agrecm.enti among the parties in connection with The subject matter hereof except as set forth herein. THE PROPERTY DESCRIBED IN TBTS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUC'T'URES. 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 LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930 IN AUL ZONES. AEFORE SIGNING OR. ACCEPTING THIS INSTRUMENT THE PERSON ACQUIRING FEE TITLE TO TEE PROPERTY SHOULD CHECK WITH 'SIB APPROPRIATE CITY Olt COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED • USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES. The City of Tigard, an Oregon - municipal corporation • • • Br By: Jtd., Li . Fred W. Fields Its: • • • • • • • • • • Page 9 - PURCHASE AND SALE AGREEMENT • • • • • 4 141/d3✓ /20132 15:22 FAX 5036847257 City of Tigard 0010 , - 1 h4onahan - . + 12 .. oo ape • the Closing Date subject to the Permitted Exceptions. • 26. Entire Agreement, This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, orator written, - express or implied, and alt negotiations or discussions of the parties, whether oral or written, and there arc no warranties, representations. or agreements among the parties in connection with the subject matter hereof except as set forth herein. • TII]? PROPERTY DESCRIBED TN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE • PROTEC HON DISTRICT PROTECTTNO STRUCTURL9. THE PROPERTY IS SUI IECT TO LAND USE LAWS AND REGULATIONS 'WHICH, IN FARM OR FORKS'!' ZONES, MAY • NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930 IN ALL 7ANES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT TEE 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. • The City of Tigard, an Oregon municipal corporation • BY: By: M Fred W. Fields Its: i t C7// M A /Z • • • - Page 9 - OPTION AGREEMENT G l iaal_ Ambampardu- Stvaryne1bacUments1PA55 (1028o2).dac S R r t THIS SPACE RESERVED F DR RECORDER'S USE 4 LLB After recording return to: CERTIFIED TO BE A TRUE AND CORRECT City of Tigard COPY OF THE ORIGINAL. RECORDED 13125 SW Hall Blvd ON 1-1 -t ~ Tigard, OR 97223 INIAS 2 - F11 FIRSTAMERICAN TITLE INSURANCE Unbi s change is requested all tax statements COMPANY, scrow DeP nlent shah be sent to the following address: By City of Tigard 13125 SW Hall Blvd Tigard, OR 97223 File No.: NCS-4184-ORI (ph) Date: October 22, 2002 STATUTORY SPECIAL WARRANTY DEED Fred W. Fields, Grantor, conveys and specially warrants to City of Tigard, an Oregon municipal corporation, the following described real property free of liens and encumbrances crated or suffered by the Grantor, except as specifically set forth herein: See Exhibit "A" attached hereto This property. is free from liens and encumbrances, EXCEPT: See Exhibit "B" attached hereto THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INS TRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. The true consideration for this conveyance is $2,100,000.00. ACCEPTED: City of Tigard, an Oregon municipal corporation Fred W. Fields William A. Monahan City Manager Page 1 of 2 APN: R468951 StWa" Spada[ Warranty Deed File No.: NG5-4194-OR1(pb) - continued Date: 1012212002 STATE OF Oregon )ss- County of Cu 19 s ti n 9 7 ) This instrument was acknowledged before me on this 2, t-day of OG b e C , 20 a 2- by Fred W Fields. Notary Public for Oregon OFFICIAL SEAL My commission expires: - VERDA M GREGG NOTARY PUBLIC-OREGON COMMISSION NO. 355208 ►,!Y CO.~!MISSION cXPIR"cS Fc6 27, 2006 Page 2 of 2 STATE OF OREGON County of Clackamas } SS: This instrument was acknowledged before me on 0040bLl 30 26, by William A. Monahan as City Manager of the City of Tigard, an Oregon municipal corporation, on behalf of the corporation. Notary Public for Oregon N My Commission Expires J)1 D J o3 -MAY 10, OFFICIAL SEAL CATHERPrE D WWATUEY NOTARY PLGUC-O~ COMMISSION NO.3229Q9 litY COMMISSION EXPIRES MAY 1Q 2= EXHIBIT "A" PARCEL I: The North one-half of Lot 1, EDGEWOOD ACRE TRACTS, in the City of Tigard, County of Washington and State of Oregon. PARCEL II: The South one-half of Lot 1, EDGEW00D, in the City of Tigard, County of Washington and State of Oregon. PARCEL III: All that certain tract of land in the William Graham Donation Land Claim No. 39 in Township 2 South, Range 1 West of the Willamette Meridian, in the City of Tigard, County of Washington and State of Oregon, conveyed to Beecher B. Robinson by Deed recorded at page 193 of Volume 126, Washington County, Oregon Deed Records, and being more particularly described as follows, to-wit: Beginning at the Southwest corner of the aforesaid Robinson Tract in the center of the County Road at the Northwest corner of Lot 1, EDGEWOOD, a duly recorded subdivision of Washington County, Oregon, which beginning point is said to bear 5.60 chains West and 21.02 chains North of the Northwest corner of Section 12, Township 2 South, Range 1 West, of the Willamette Meridian; thence from said point of beginning North 0022' East in the center of the said county road 969.4 feet to the Northwest corner of the said Robinson Tract; thence South 47043' East 26.9 feet to an iron pipe; thence continuing South 47°43' East 431.1 feet to an iron pipe; thence South 99.0 feet to an alder tree marked "C.S."; thence continuing South 16,0 feet to a point in the center of Fanno Creek, from which point an iron pipe bears North 19.9 feet; thence down stream following the center of Fenno Creek the following courses and distance: South 37001' East 110.0 feet; South 26058' West 126.0 feet; South 6°44' West 86.8 feet; South 30°08' East 40.5 feet; South 73°51' East 44.8 feet; North 53156' East 71.7 feet; South 74006' East 33.1 feet; South 4044' West 72.6 feet; South 24024' East 54.3 feet; South 5112' East 137.0 feet and South 11 035' West 42.7 feet to a point on the North line of said EDGEWOOD SUBDIVISION; thence North 89"00' West along the North line of aforesaid subdivision 35.1 feet to a point in the center of Fanno Creek, from which point an iron pipe bears South 69100' East 17.1 feet; thence running downstream in the center of Fanno Creek North 39 018' West 32.8 feet North 58129' West 104.5 feet, South 86048' West 41.6 feet and South 12102' West 76A feet to a point on the North line of aforesaid subdivision, from which point an iron pipe bears North 89°00' West 28,0 feet; thence leaving Fanno Creek and running along the North line of said subdivision 528.0 feet to the place of beginning. SAVE AND EXCEPT THEREFROM that portion conveyed to the State of Oregon, by and Through the State Highway Commission recorded August 20, 1965 in Book 656, page 306, Records of Washington County. lit -1 Exhibit "B" I . Statutory Powers and Assessments of Clean Water Services. 2. Rights of the public and of governmental bodies in and to that portion of the premises herein described lying below the high water mark of Fanno Creek. 3. Any adverse claim based upon the assertion that some portion of said land has been removed from or brought within the boundaries thereof by an avulsive movement of the Fanno Creek or has been formed by the process of accretion or reliction or has been created by artificial means or has accreted to such portion so created. 4. The rights of the public in and to that portion of the premises herein described lying within the limits of roads, streets or highways. 5 , An easement created by instrument, including the terms and provisions thereof; Recorded December 15, 1971 in Book 847, page 55 Favor of Tigard Water District, a municipal corporation of Washington County, Oregon For Underpround pipeline and/or mains 6. An easement created by instrument, including the terms and provisions thereof; Recorded July 20, 1972 in Book 876, page 295 Favor of Unified Sewerage Agency of Washington County, a municipal corporation and county service district of the State of Oregon For Sewer 7. An easement created by instrument, including the terms and provisions thereof; Recorded July 20, 1972 in Book 878, page 298 Favor of Unified Sewerage Agency of Washington County, a municipal corporation and county service district of the State of Oregon For Sewer r LIf 1 :.L I EN v07PER FC FA- NU. :503-E92 7197 11/13/2882 Ih:15 58338,_x98 Rar:15 GREW P&W_ a2 LICENSE AGREDUNT This I iceruse Agreement ("Agreement") is made ratted efeetivc the! y of November, 2002, by and between THE CI'T'Y OF TIGARD, an Oregon ttuinici al corporaxion ("City") and FRED W. FIELDS ("FioldA"). Rs3eltsle A. City is the owner of certain real property in the City of Tigard, Washington county, Oregon described in Exhibit A attached (the "City Property"). E. Fields is the owrr+oz of other real property in the City of Tigard, Washington County, Oregon and described in Exhibit B attached (the "Fields Property"). The Fields Property is located to the east of and adjacent to the City Ptopar y. C. Fields desires a license to cross the City Property for purposes of maintaining thb Fields Property, and if rnecessary, aZ easement for ingress, egress and utilities to service potemial development of the Fields Property. The City is willing to grant Fields such a license. By this Agrocnient, the Parties intend to set forth the terms of said license and possible easemcnt. NOW TfdEREFORF, for good ad valuable consideration, the receipt and sufficiency of Which are acknO%vledged, the City and Relds agree a6 follows: Agreement 1, License to CmsaCEwerty: Fields, and his agents, omployees, representAtives and conmIctor's, may cross the City Property only at the loc4an described is Exhibit C attached hereto (tine "License 4rea"), z.-.d only fo* the puzrpose of maintaining the Fields Property. The rights granted to Fields are subject to the terms and conditions set fornh in this Agreement, 2. g one precedent to £atercisi& ^f T icense Rirrhta: The following are conditions precedent to the right of Fields to cross the City Property: 11 lumm=. Fields shall obtain insurance for pr'opert'y damage and liability in a form, with limits, ard placed with one or more insurers, acceptable to the City and naming the City as an additional insured- Such policy(ies) of insurance shall provide, along with other terms acceptable to the City, that no wn ination of or change in such policy(iw) may be effected without *A less than thirty (30) days' prior written znotiee to the City. Fields will provide to the City policies or certificates in evidence of such insurance prior to my exercise of the rights granted herein, and shall kip such policy or policies of insurance in full farce and effect throughout the term, of this Agreement and any extensicns or renewal hereof CERTIFIED TO BE A TRUE AND CORRECT COPY OF THE ORIGINAL FIRST AMERICAN TITLE INSURANCE COMPAh Es o apart ant V1 G/i b l (i.( I/1 r~~~`l By ` CE T iiF~ FiE i FF7P1 :LI-DJ !::Q_PFR FC Fwll' H;. 11/13/2F02 ;6:I5 50330ba29H RAmis caw r a 22 N 'ce Befofe gUta- ono Cy ProtteW. Fields will not enter onto the City Property exeept upon not less than teat (10) days prior writtmNerbal notice given to the City Engitteer. 3. Term of A9reesr►tnt/GU= of Easar = if Re F.nd r& Term. This Agreement will commence an the cl%ctive date hereof, and will coanirme in operation. until con=cdott of the extension of Wall Strvat $orn Hall Boulevard to the Fields Property (the: "Wall Street Extension"). Daring he term of this Agreement, the City agrees to take action neceosaty to delineate a severity (70) foot wide right of way for the Wall Street E,xttAtion. If the Wall Street Extension has not been constructed by the second (2'"4) anniversary of the effective date of this Agreer =:t, the licem to use the License Area described in Exhibit C will taminatc. Notwithstanding the foregoin& if the Wall Street Exte sion has not been constructed on or before the second (V° anniversary of the effwtive date of tltia Agreement, the City will gmnt to Fields, pricer to expiration of the license, On easement sufficient to provide for ingress, egress and installation of utilities servicing the Fields Property. Said ememem will be comprised of the southerly fifty (50) That of the City Property (the 19Easoment Area' The Easement Area, when added to an adjacent twenty (20) foot wide sWp of property currently owned by Fields, will provide a severity (70) root v"ide amass and utility way to serve the fields Property. Said easement will remain eEMhle until the Wall Street Extension is cam+plete andfirst opened for public use. 3.1 Cons' erasion for jA=wt. Upon exwunior, of this Agreement by the parties, Fields and the Cit3- will jointly engage the services of Zell & Associates to appraise the fair market value ofthe Easement Area and that portion of the twenty (20) fo rxt wide strip of property owned by Fields and desmtbed above that lies within the area del n ted for the Wall Street Pke:nsion. The fee for said appraisal will be paid by Fields. In consideration for the grant of the eescsnea desaibed in Section 3 above, Fields wilt pay to the City the difference between Y.he e.pp sod value of the Easement Area and the appraised value of that portion of the twenty (20) foot wide strip owned by Fields that lies within the deineation for the Wall Street Extension. Attached as Exhibit D is a map generally describing the arcs of the delineation of the Wall Street Extensions;, the twenty (20) foot wide strip of property owned by Plelds, and the Easement Area. 4. hdMDitY- Fields indemnifxee and holds hw-zAess the City from any and all claims, harm or Lou arising from or related to Fields' entry onto or use of the City Prepe<ty. This duty to indoinnify the City includes the fluty to defend the City, at Fields' cost, from and against Rny such claims, harm or loss by couuel reasonably acceptable to the City. S. A.ttomm Fees. If any action, including action pursuant to bank uptcy lawn, is initiated to interprat Of enfarce the terms of this Agreement, the prevailing party in such actioxt shall be entitled, in addition to all other relief that may be granted, tc an award of attomeys' fees and costs of action at trial and on appeal and review. F~fid7 : L I =1+ =n=~F'cF FC FH-, raC~. • Eli 5-E'?~ 19,_ hd-.. _ . - ~1Pi 1 P,' 11 /13/2©32 16:15 X03300@790 RAMIS GREW F(-GE 04 6- Entire Am=AntSindina This Agreement contains the entire understanding and agreement of the putids with regard to the subject mauer hereoF and supercedes any and all prior, contesnporanevus and subsequent representaziong, statements, negotiations and dissuasions of the parties. This Agreement is binding on the heirs, aueaamors and assigns of the parties hereto, and may not be amended or modified except by written instnunent signed by tt:e parties, IN WITNESS WBMEOF, this Asreement has been signed by the parties effective the daze first above written, THE CITY OF TIGARD, an Oregon municipal corporation B~ Williwn A. Monahan, City Manager Fred W. Fields Q:1R~o1~tEalc;T}~cd1:,ibrasYBioolDoaaa~ts~Ido~A,~bt3113B2}doa OCT.23.2002 5:43PM NO.8056 P. 8 SELLER'S AFFIDAVIT OF NONFOREIGN STATUS File No: NCS-4184-OR1(pb) October 23, 2002 Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real property interest must withhold tax if the transferor is a "foreign person I understand that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement I have made herein (if an entity transferor, on behalf of the transferor) could be punished by fine, imprisonment, or both. To inform the transferee that withholding of tax is not required upon the disposition of a U3, real property interest located at SW Hall Blvd., R468951; R468960; R468050, Tigard, OR, I hereby declare, under penalty of perjuiy, the following Cif an entity transferor, or, behalf of the transferor): THIS SECTION FOR INDIVIDUAL TRANSFEROR: 1. 1 am not a non resident alien for purposes of U.S. income taxation; 2. My U.S. taxpayer identification number (Social Sec rity Number) i 61 3. My home address is:1'4, c7 'S W ~ Date: Signature ~ . Telephone: W. Fred Typed or Printed Name `Y First American Title Insurance Company National Commercial Services Division 200 SW Market Street, Suite 250, Portland, OR 97201 (503) 795-7600 - Fax (503) 795-7614 City of Tigard November 15, 2002 13125 SW Hall Blvd. File Number: NCS-4184-OR1 (pb) Tigard, OR 97223 Attn: Bill Monaham Re: Library Transaction Property: SW Hall Blvd., R468951; R468960; R468050, Tigard, Oregon Borrower: City of Tigard The above referenced transaction was Closed on November 14, 2002. Enclosed please find the following for your records: Copy of Final Closing Statement • Original FIRPTA Certified copy of the Warranty Deed • Certified copy of the License Agreement Refund check in the sum of $1,619.23 went to Tom Imdieke in your accounting dept. If checks are included in this package, please negotiate as soon as possible. Should you have any questions or need further assistance, please contact the undersigned. Sincerely, Y~V~ Amy Van Loo, Assistant for Patty Buslach, Escrow Officer avl/avl Page 1 of 1 avl /11/15/2002 F ~tAmerican Title Insurance Cor--any F- .rtional Commercial Services Di. ,ion 200 SW Market Street, Suite 250 • Portland, OR 97201 Buyer's Settlement Statement Property: SW Hall Blvd., R468951; R468960; R468050, Tigard, File No: NCS-4184-OR1 OR Officer: Patty Buslach/avl New Loan No: Settlement Date: 11/14/2002 Disbursement Date: 11/14/2002 Print Date: 11/14/2002, 4:56 PM Buyer: City of Tigard Address: 13125 SW Hall Blvd, Tigard, OR 97223 Seller: Fred W. Fields Address: 1149 SW Davenport, Portland, OR 97201 Charge Description Buyer Charge Buyer Credit Consideration: _ Total Consideration 2,100,000.00 Deposits in Escrow: I Receipt No. 503119 on 10/30/2002 2,106,522.79 Receipt No. 503128 on 11/14/2002 1,229.61 Prorations: _ County Tax with 3% discount 11/14/02 to 07/01/03 @$7241.51/yr 4;566.17 - - Title/Escrow Charges to: Record Warranty Deed to First American Title insurance Company National Commercial 42.00 . Document Handling/Courier Fees to First American Title Insurance Company National 50.00 ` Escrow Closing Fee to First American Title Insurance Company National Commercial Services 425.00 County Documentary Transfer Tax to First American Title Insurance Company National 1,050.00 - - - Cash ( From) (X To) Borrower 1,619.23 2,107,752.40: 2,107;752.40 Page 1 of 1