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2000-074127 q7` 3 7 i', 6 5 RAMI S CREW r� 7 11 '),1/ !� CORRIGAN & 1 BACHRACH, T J P OCT I. 2000 ATTORNEYS AT LAW CI 1 Y Ur', A 1GARD 1727 N.W. Hoyt Street Portland, Oregon 97209 (503) 222 -4402 October 10, 2000 Fax: (503) 243 -2944 JEFF H. BACHRACH JOHN C. CALDWELL AMY A. CHESNUT VL4 CERTIFIED MAIL CHARLES E. CORRIGAN* STEPHEN F. CREW HEIDI T. DECKER * ** MARTIN C. DOLAN Mr. Gus Duenas GARY FIRESTONE CITY OF TIGARD WILLIAM E. GAAR* DAVID H. GRIGGS 13125 SW Hall Boulevard DANA L. KRAWCZUK Tigard, OR 97223 JOHN R. McCULLOCH, JR. SUE -DEL McCULLOCH Re: Hammond Properties TODD W. O'BRIEN * * ** T. CHAD PLASTER* Dear Mr. Duenas: TIMOTHY V. RAMIS PAUL D. SCHULTZ WILLIAM J. STALNAKER Enclosed herewith please find the original Statutory Bargain and Sale Deed. This NANCY S. TAUMAN document should be placed in safe keeping for future reference. NELSON L. WALKER If you have any questions, please do not hesitate to contact this office. DOMINIC G. COLLETTA ** OF COUNSEL Sincerely, SALEM OFFICE 21 Oaks Office Building 525 Glen Creek Rd NW Suite 300 Dora Lee Concho Salem, Oregon 97304 -3157 Legal Assistant to (503) 363 -9604 Amy A. Chesnut Fax: (503) 363 -9626 OREGON CITY OFFICE Enclosures Practicing as HIBBARD CALDWELL SCHULTZ RAMIS & CREW 1001 Molalla Ave., Suite 200 P.O. Box 1960 Oregon City, OR 97045 (503) 656 -5200 Fax: (503) 66 -0125 *Also Admitted To Practice In Washington * *Also Admitted To Practice In California ** *Also admitted to Practice in Utah * ** *Also Admitted to Practice in New Jersey a ATE OF OREGON 1 C ounty of Washington RECORDING REQUESTED BY SS Fidelity National Title Company of Oregon r, #-, . 1, Jerry . f ►fe , r of Assess - ment and ¢ axa pn anti Oyfrc�o Count GRANTOR'S NAME t i Loct n_t .. olipt.esb,:c,_ ertify that Clerk for i HAMMOND PROPERTIES, LLC the withinln neat fmu�r; irg yes °received and re 'oe0e r pools: o ,rx dor'i s \ pf said count �( r � � �� y y� ; ; GRANTEE'S NAME Y r .- \` ' "s` r ' , w° 'i '`LLB' '�� /�"A'', �° , s City of Tigard } _, " . 110 Fl , � r Y 9 _ = 1 SEND TAX STATEMENTS To: '. - "'1 TAr,- 13ti;W :1-t`anSpi ; Director of CITY OF TIGARD '' - 40:1 Ex 13125 SW HALL BLVD. Offic4,Conty``Clerk TIGARD, OR 97223 Doc : 2000074127 Rect: 262975 32.00 AFTER RECORDING RETURN TO: 09/13/2000 03: 16: 31pm DOMINIC COLLETTA 1727 NW HOYT PORTLAND, OR 97209 SPACE ABOVE THIS LINE FOR RECORDER'S USE STATUTORY BARGAIN and SALE DEED HAMMOND PROPERTIES, LLC, an Oregon limited liability company, Grantor, conveys to City of Tigard, an Oregon municipal corporation, Grantee, the following described real property, situated in the County of Washington, State of Oregon, D N. SEE EXHIBIT ONE ATTACHED HERETO AND MADE A PART HEREOF N3 '- ' 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 r 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 licc FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. THE TRUE AND ACTUAL CONSIDERATION FOR THIS CONVEYANCE IS $25,000.00 (See ORS 93.030) 14.1 C;) DATED: September 6, 2000 HAM OND .OPrRTIES, LLC i BY: r,. D V hiuthav14/-/ggiowt ID E. AMMOND,,Malnnaageerr BY: CHRISTINE N. HAMMOND, Manager THIS CONVEYANCE HAS BEEN APPROVED BY THE CITY OF TIGARD. ACKNOWLEDGED BY: -.......".LiiiL∎ WILLIAM A. MONAHAN, CITY MANAGER • FORD -309 (Rev 2/96) STATUTORY BARGAIN AND SALE DEED 3 L Escrow No. 1 0- 1 61 1 0 -KH -28 Title Order No. 00016110 EXHIBIT ONE A tract of land situated in the Northeast one quarter of the Section 2, Township 2 South, Range 1 West, Willamette Meridian, City of Tigard, Washington County, Oregon, described as follows: Beginning at the Southeasterly corner of document number 91034908; thence North 03 °52'32" West, along the Easterly line of said document number, also being the Westerly line of Lot 2 Burnham Tract, a distance of 106.79 feet; thence South 47°05'11" West a distance of 67.56 feet to a point on the Southerly line of the property described in document number 91034908 of the Washington County Deed Records also being the Northerly line of the property described in document number 8014391 of the Washington County Deed Records; thence South 43 °07'15" East, along said Southerly line a distance of 82.95 feet to the point of beginning. 2 STATE OF OREGON �� COUNTY OF L This instrument was acknowledged before me on ,fr, OFFICIAL SEAL VICKI LEE KRYSZAK NOTARY PUBLIC - OREGON SPptPmhPr t 211n0 COMMISSION NO 314270 MY COMMISSION EXPIRES AUG 10, 2002 ' . by David E. Hammond and Christine N. Hammond �r.,! E t■/ 1 r' 1 NOTARY PUBLIC FOR OREGON � / / MY COMMISSION EXPIRES: 10 0 FORM No. 24— ACKNOWLEDGMENT — CORPORATION. COPYRIGHT 1991 STEVENS -NESS LAW PUBLISHING CO.. PORTLAND. OR 97204 NB STATE OF OREGON, /j� }SS. 0 � County of 1' �/ S�/ n On this g ' day of __- .Saptemher .MOO before me appeared Wi liam--A.._. Monahan a>ftd- Ixotlx to me personally known, who being duly sworn, did say that he /sdi the said William - -A..- . Monahan is the fkgsQi ;u»rib isfzw et lxx-- Gity -- Manager xxxxxxxxxxxxxxxS > xxxxxxxxxxxxxxxxxx .Gi.t -o -f -- Tigard the within named Corporation, and that the seal, if any, affixed to said instrument is the corporate seal of said Corporation, and that the said instrument was executed on behalf of said Corporation by authority of its Board of Directors, and William A- Monahan xx acknowledge said instrument to be the free act and deed of said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official se 1. - e day and year la ove written. f;'>►,� OFFICIAL SEAL Notary Public for Oregon. • .:,• -" ;"4. GREER A /0 /Z)- 400,3 --�; My com mission expires NOTARY PUBLIC -OREGON COMMISSION No. 3271 O8 my COMMISSION EMPIRES 00T.10. • FORD -309 (Rev 2/96) STATUTORY BARGAIN AND SALE DEED 3 t RAMIS a CREW CORRIGAN & BACHRACH LLP ATTORNEYS AT LAW Amy Chesnut Direct Dial (503) 306-0254 F-mail: amyc@rccb.coin 1721 N.W. Hoyt Street Portland, Oregon 97209 ` (503) 222-4402 Fax: (503) 243-29x4 June 12, 2000 r Via Regular Mail JUN 13 2000 Do JEFF H. BACHRACH Ly~ r~ AMY A. CHESNUT CHARLES E. CORRIGAN* Vr 'TIGaq~TLSD STEPHEN F;. CREW Gus Duenas HEIDI T. DECKER*** City of Tigard MARTIN C. DOLAN 13125 SW Hall Boulevard GARY FIRESTONE* WILLIAM E. GAAR* Tigard, OR 97223 DANA L. KRAWCZUK SUE-DEL . CHAD . PLASTER* McCULLOCH T Re: Hammond Property TIMOTHY V. RAMIS WILLIAM J. STALNAKER Dear Gus: DOMINIC G. COLLETTA** Enclosed is the fully-executed on 'nal urchase and Sale Agreement and JOHN R, McCULLOCH, JR. OF COUNSEL Joint Escrow Instructions for your files. Sincerely, SALEM OMCE Amy A. Chesnut 21 Oaks Office Building 525 Glen Creek Rd., NW Suite 300 Enclosures Salem, Oregon 97304 (503) 363-9604 Fax: (503) 363-9626 *Also Admitted To Practice In Washington "Also Admitted To Practice In California ***Also Admitted to Practice in Utah PURCHASE AND SALE AGREEMENT AND JOINT_ ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is entered into as of M&y 31 , 2000 (the "Effective Date"), between Hammond Properties, LLC, an Oregon limited liability company (collectively, "Seller") and the CITY OF TIGARD, an Oregon municipal corporation ("Purchaser"). RECITALS A. Seller is the owner of property comprising approximately 2,802 square feet, which is part of a larger parcel of land located in Washington County, Oregon. The larger parcel is commonly described as 12562 SW Main Street, Tigard, Oregon (the "Larger Parcel"). The parcel of land subject to this Agreement is described in Exhibit "A" attached hereto and incorporated herein by reference (the "Property"). B. Purchaser desires to purchase the Property from Seller and to obtain from Seller a temporary construction and access easement from Seller across the Larger Parcel, and Seller desires to sell the Property to Purchaser and to provide said easement. C. It is the intention of the parties to set forth in this Agreement the terms and conditions of the sale and purchase of the Property and the grant of the described easement. D. These recitals are contractual in nature and shall be construed to give full effect to the provisions of this Agreement. AGREEMENT In consideration of the mutual promises set forth in this Agreement, the parties agree as follows: 1. Purchase Price. The purchase price (the "Purchase Price") to be paid by Purchaser to Seller for the Property and for the temporary easement which is hereinafter more particularly described as Twenty Five Thousand and No/100 Dollars ($25,000). The Purchase Price shall be payable in cash or other readily available funds through escrow at the Closing (as defined below). The temporary construction and access easement to be granted by Seller to Purchaser shall be in the form of Exhibit B attached hereto and incorporated by this reference. 2. Escrow. 2.1 Escrow Agent. Upon execution of this Agreement, the parties shall deliver a copy of this fully executed Agreement to Fidelity National Title Insurance Page 1- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_Estate\Tigud\Hammon4\Docs\P&Sdf4.doc (05/25/00) Company, 900 SW Fifth Avenue, Portland, Oregon 97204, attention Karleen Huggins (the "Escrow Agent"). Seller and Purchaser hereby authorize Escrow Agent to take necessary steps for the closing of this transaction pursuant to the terms of this Agreement. Further, Seller and Purchaser hereby authorize their respective attorneys to execute and deliver into escrow any additional instructions consistent with this Agreement as may be necessary or convenient to implement the terms of this Agreement and to close this transaction. 2.2 Cancellation Fee and Expenses. In the event this escrow terminates because of the non-satisfaction of any condition set forth in Section 3, any cancellation charges required to be paid to Escrow Agent shall be borne by Purchaser. In the event this escrow terminates because of Purchaser's default, any 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, any cancellation charges required to be paid to Escrow Agent shall be borne by Seller.. 3. Conditions Precedent to Purchaser's Obligation to Close. Purchaser's obligation to close the transaction described in this Agreement is expressly contingent on satisfaction or waiver by Purchaser of all of the following conditions precedent: 3.1 Approval of Title by Purchaser. 3. 1.1 Preliminaa Title Report. Preliminary Title Report No. 10- 16110-28-C dated January 9, 2000, issued by the Escrow Agent, describing the Property and more, listing the Purchaser or the Purchaser's designee as the prospective named insured, and showing as the policy amount the total Purchase Price has already been issued and delivered to Purchaser, together with copies of all instruments referred to in such Preliminary Title Report as conditions or exceptions to title to the Property, including liens. The Escrow Agent shall also deliver to Purchaser copies of any financing statements filed against the Property, which financing statements have not been received by Purchaser at the effective date of this Agreement. 3.1.2 Title Objections. 3.1.2.1 Notice to Seller. In the event the Preliminary Title Report should show any exceptions not acceptable to Purchaser, Purchaser shall deliver to Seller written notice of disapproval of exceptions within ten (10) days of the effective date of this Agreement. Failure of Purchaser to disapprove of any exception within such time shall be deemed an approval. 3.1.2.2 Seller's Removal of Exceptions. In the event Purchaser shall disapprove any exceptions to title, Seller, within five Page 2- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_Estate\Tigazd\Hammond\Docs\P&Sdf4.doc (05/25/00) (5) days of written notice of disapproval by Purchaser, shall notify Purchaser in writing of those disapproved exceptions that Seller agrees to remove, or will not remove, prior to the Closing. 3.1.2.3 Purchaser's Remedies. In the event Purchaser does not approve the exceptions and Seller is unable or unwilling to remove the same with the exercise of due diligence prior to ten (10) days before Closing, Purchaser may, terminate this Agreement, in which event all the rights and obligations of the parties under this Agreement shall be null and void; or agree to close this transaction subject to all unremoved exceptions. In no event shall Seller be required to remove or to reimburse Purchaser for the removal of any lien or other exception to title created by Purchaser's activities with respect to the Property. 3.2 Creation of Legal Parcel/Easement if Creation of Legal Parcel not Possible. The parties acknowledge that it will be necessary to partition the Property from the Larger Parcel, and to establish the Property as a legal parcel, or alternatively to obtain a lot-line adjustment to other property owned by Purchaser. Purchaser agrees to bear the cost and expense of such partition or lot line adjustment, and Seller and Purchaser agree that they will execute all documents and perform all acts necessary to complete such partition or lot line adjustment as promptly as practicable. If, at any time, Purchaser shall determine that the partition of the Property or lot-line adjustment is not feasible, Purchaser shall notify Seller in writing of such determination, and the parties agree in such event, that this Agreement shall be converted to an agreement for a grant by Seller to Purchaser of a perpetual, exclusive easement on, over, under and across the Property for purposes of construction, re-construction and maintenance of a pedestrian and bicycle pathway for use by the general public. In the event that the transaction is converted into the granting of an easement, Purchaser shall indemnify and defend Seller for any injury to persons or property which arise from the use of the Property as a public pedestrian and bicycle pathway. This provision is intended to survive closing of this transaction and delivery of the Easement and shall not merge into the Easement, if any. 3.2.1 The conversion of this sale to an easement shall be Purchaser's exclusive and sole remedy. 3.3 Approval of Studies. Purchaser shall have sixty (60) days (the "Study Period") to undertake such tests, investigations and studies of the Property as Purchaser shall deem necessary or appropriate to determine the suitability of the Property for Purchaser's intended use. If Purchaser has not notified Seller in writing prior to the expiration of such sixty (60) day period that Purchaser has completed Purchaser's tests, investigations and studies of the Property, it shall be deemed a failure of a condition precedent to Closing and this Agreement shall terminate as provided in Section 3.4. Seller agrees that Purchaser shall have such Page 3- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_F-4ate\Tigm&Hammon&Docs\P&Sdf4.doc (05/25/00) access to the Property as Purchaser or its agents shall require to perform such tests, investigations and studies, and Seller shall reasonably cooperate with Purchaser and its agents with regard thereto. Purchaser agrees to keep all information obtained from any inspection confidential, disclosing any information only to such advisers and consultants as necessary for Purchaser's investigation, which advisers and consultants shall also keep said information confidential. The cost and expense of such tests, investigations and studies shall be borne by Purchaser, and Purchaser agrees to indemnify Seller from any claims, harm or loss arising out of the conduct thereof by Purchaser and its agents. In the event that Purchaser shall determine, in its absolute discretion, that the Property is not suitable for its purposes, Purchaser may terminate this Agreement by written notice thereof given to Seller at any time within the Study Period. Such notice shall serve as a termination of this Agreement, and the parties s hall thereafter have no further obligations toward each other pursuant hereto. In the event this Agreement is terminated, then immediately upon such termination, Purchase shall provide to Seller copies of all reports pertaining to the Property, including environmental reports. If Purchaser proceeds to close then at closing Purchaser shall provide to Seller copies of any reports requested by Seller. 3.4 Failure of Conditions Precedent. In the event of a failure of any condition precedent to Purchaser's obligation, or if Purchaser has timely terminated this Agreement pursuant to Section 3. 1, the escrow and the rights and obligations of Purchaser and Seller under this Agreement shall terminate. 4. Seller's Warranties. 4.1 Marketable Title. Seller warrants that, at the time of Closing, no work, labor or materials have been expended, bestowed or placed upon the Property, or adjacent thereto, which will remain unpaid at close of escrow or upon which alien may be filed at closed of escrow. 4.2 Parties in Possession. Seller warrants that as of the close of escrow there will be no rental agreements or leases affecting the Property. 4.3 Authority of Seller. Seller warrants that it has the authority to execute this Agreement, to enter into the escrow contemplated herein, to perform all of its obligations hereunder, and that the party executing this Agreement on behalf of Seller has been fully authorized by appropriate resolution to bind Seller to the terms and provisions hereof. 4.4 No Option to Acquire Premises. Seller represents that no person or entity has any right of first refusal or option to acquire any interest in the property or any part thereof. 4.5 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 Page 4- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_Estate\Tigm*Han=on&Docs\P&Sdf4.doc (05/25/00) materials located on or in the Property. 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, ordinance, or judicial or administrative ruling or order relating to the protection of the environment or public health. 4.6 General Representation. The Seller's representation and warranties contained here are true and accurate, and are not misleading. The Seller's representations and warranties contained here shall be continuing and shall not survive the close of escrow and shall not merge into the deed and the recordation of the deed in the official records. 5. Closine. 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 within thirty (30) days of the satisfaction or waiver of the conditions set forth in Section 3, and all subparts thereof, of this Agreement (the date of the Closing being the "Closing Date"). The transaction contemplated in this Agreement is "closed" when the Deed (as defined below), or the easement described in Section 3.2, 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 5.2 shall be mutually concurrent conditions: 5.2.1 Seller's Deliveries. On or before the Closing Date, Seller, at Purchaser's cost and expense, shall deliver the following into escrow: (i) Bargain and Sale Deed ("Deed"), fully executed and acknowledged by Seller, conveying to Purchaser the Property. (ii) Temporary construction and access easement in the form of Exhibit B, fully executed and acknowledged by Seller, granting to Purchaser the easement therein described. (iii) At Closing, Seller shall cause to be issued to Purchaser an ALTA standard coverage owner's title policy in the amount of the total Purchase Price that shall insure fee simple, indefeasible title to the Property in Purchaser, subject only to the Permitted Exceptions; provided that Purchaser shall have the right to order an ALTA extended coverage owner's policy. Seller shall be responsible for and pay the premium for the standard ALTA owner's policy; and Page 5- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_Estate\Tigard\Hammond\Docs\P&Sdf4.doc (05/25/00) Purchaser shall pay the additional premium for ALTA extended coverage owner's policy, together with all related expenses. (iv) 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 of all escrow fees. Purchaser shall pay the cost of recording the Deed, and Seller shall pay the cost of an ALTA standard coverage owner's policy of title insurance. Purchaser shall pay the additional premium necessary of 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. Seller shall pay Washington County transfer taxes. 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 proration shall be computed on the basis of the evidence then available; when actual figures are available a cash settlement shall be made between Seller and Purchaser. The provisions of this Section 5.3 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. Remedies. 6.1 Seller's Remedies. If Purchaser fails or refuses to perform any of its obligation under this Agreement for any reason other than failure of a condition precedent to occur or termination of this Agreement pursuant to Section 3, then Seller may terminate this Agreement by notifying Purchaser thereof, and thereafter, neither party hereto shall have any further right or obligation whatsoever. 6.2 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 by Purchaser, then Purchaser may either (i) terminate this Agreement Page 6- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_Eswe\Tipr&gammond\Docs\P&Sdf4.doc (05/25/00) by notifying Seller thereof and thereafter neither party hereto shall have any further rights or obligations hereunder; or (ii) Purchaser may seek specific performance. 7. General Provisions. 7.1 Time. TIME IS OF THE ESSENCE of this Agreement. 7.2 Full Authoritv. 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. 7.3 Negation of Agency and Partnership. Any agreement by either parry to cooperate with.the other in connection with any provision of this Agreement shall not be construed as making either party an agent or partner of the other party. 7.4 Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oregon. 7.5 Statutory, Disclaimer. THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING 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. 7.6 Severability. 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. 7.7 Modification or Amendments. No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all the parties hereto. 7.8 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. Page 7- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS 0:\Real_Fstate\Tiprd\Hammond\Docs\P&Sdf4.doc (05/25/00) 7.9 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. 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. 7.10 Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon, the parties hereto and their respective heirs, legal representatives, successors and assigns. 7.11 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: Hammond Properties, LLC Attn: David E. Hammond and Christine N. Hammond 12562 SW Main Street Tigard, Oregon 97223 With a copy to: William T. Buckley, Esq. Buckley LeChevallier, P.C. Five Centerpointe Drive, Suite 250 Lake Oswego, OR 97035 If to Purchaser, to: City of Tigard Attn: Gus Duenas 13125 SW Hall Boulevard Tigard, Oregon 97223 With a copy to: Dominic G. Colletta Ramis Crew Corrigan & Bachrach 1727 NW Hoyt Street Portland, Oregon 97209 7.12 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. Page 8- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Rea1_Estate\Tiprd\Hammon ocsT&Sdf4.doc (05/25/00) 7.13 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. 7.14 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. 7.15 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 herby 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 related 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. 7.16 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 parry 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. 7.17 Entire Agreement. This Agreement constitutes the entire agreement between and among the parties, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. (This space intentionally blank) Page 9- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_Estate\Tiprd\Ha=ond0ocs\P&Sdf4.doc (05/25/00) EXECUTED as of the Effective Date. SELLER: Hammond Properties, LLC, an Oregon limited liability company By: David . Hammond, Manager Ny / W4 1144 By: Christ me ammond, Manager PURCHASER: CITY OF TIGARD, an Oregon municipal corporation By Its C'yk /j?Ah,,se c ACCEPTANCE BY TITLE COMPANY Fidelity National 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 forgoing Agreement. Fideli Nati al Title Insurance Company Y' Tint e: Its: 1611,Ich ffirA Page 10- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_Estate\Tig&d\Hammond\Docs\P&Sdf4.doc (05/25/00) EXHIBIT A to Purchase and Sale Agreement and Joint Escrow Instructions A TRACT OF LAND SITUATED IN THE NORTHEAST ONE QUARTER OF THE SECTION 2, TOWNSHIP 2 SOUTH,.RANGE 1 WEST, WILLAMETTE. MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEASTERLY CORNER OF DOCUMENT NUMBER 91034908; THENCE N 03° 52'32" W, ALONG THE EASTERLY LINE OF SAID DOCUMENT NUMBER, ALSO BEING THE WESTERLY LINE OF LOT 2 BURNHAM TRACT, A DISTANCE OF 106.79'FEET; THENCE S 47°05' 11" W A DISTANCE OF 67.56 FEET TO A POINT ON THE. SOUTHERLY LINE OF THE PROPERTY DESCRIBED IN DOCUMENT NUMBER 91034908 OF THE WASHINGTON COUNTY DEED RECORDS ALSO BEING THE NORTHERLY LINE OF THE PROPERTY DESCRIBED IN DOCUMENT NUMBER 8014391 OF THE WASHINGTON COUNTY DEED RECORDS; THENCE S 43" 07'15" E, ALONG SAID SOUTHERLY LINE A DISTANCE OF 82.95 FEET TO THE POINT OF BEGINNING. CONTAINING 2802 SQUARE FEET. EXHIBIT A Page I of I AFTER RECORDING, RETURN TO: NO CHANGE IN TAX STATEMENTS Attn: Dominic Colletta Ramis Crew Corrigan & Bachrach Attorneys at Law 1727 NW Hoyt Street Portland, OR 97209 TEMPORARY ACCESS EASEMENT FOR CONSTRUCTION THIS EASEMENT is made and entered into the day of ; 2000, ("Effective Date") by Hammond Properties, LLC, an Oregon limited liability company ("Grantor") and The City of Tigard, an Oregon municipal corporation (Grantee"), ("Easement"). WITNESSETH WHEREAS, Grantor is the owner of record of that certain real property in Washington County, State of Oregon, as more particularly described in Exhibit "A", attached hereto and. incorporated herein by this reference ("Property"); WHEREAS, Grantor has granted and conveyed to Grantee that certain real property in Washington County, State of Oregon, which is more particularly described in Exhibit "B" attached hereto and incorporated herein by this reference ("Trail Property"). WHEREAS, Grantee is desirous of obtaining a temporary access easement over a portion of the Property which is more particularly described in Exhibit "C" and shown on Exhibit "D", attached hereto and incorporated herein by this reference (the "Easement Property"); and WHEREAS, Grantor is desirous of granting a temporary access easement to Grantee on, over and across the Easement Property; and NOW, THEREFORE, the parties hereto agree as follows: L Grant of Easement. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor conveys to Grantee a temporary non- exclusive easement on, over and across the Easement Property for the purposes of accessing the Trail Property to bring and deliver construction equipment, building supplies and vehicles to the Trail Property and for use as a staging area for the construction of a portion of a linear trail and bridge along Fanno Creek adjacent to the Property described,in Exhibit B for the.benefit of the general public. Grantee shall repair any damage to the Easement Property caused by Grantee's use of the Easement Property. Page 1- GRANT OF EASEMENT G:1Real_EstatelTigard\Hammon&DocsEsmtdf4.wpd(05/25/00) (EXHIBIT B to Purchase and. Sale Agreement and Joint Escrow Instructions Page 1 of 11) 1.1 Grantee covenants that the staging area and construction shall at no time block or impede access to Grantor's property, including Grantor's continued use of the Easement Property other than the twenty foot by thirty foot (20'x 30) staging area as described on the attached Exhibit E. 1.2 Upon termination of the Easement, Grantee shall restore the Easement Property to the condition it was in at the time that Grantee began to use the Easement Property for ingress and egress. 1.3 Before Grantee may give the general public access to the portion of the trail and bridge along Fanno Creek adjacent to the property described in Exhibit B, at Grantee's expense, Grantee shall construct a fence along the common boundary line of the Trail property and the eight thousand three hundred and thirty-six (8336) square-foot parcel of property retained by Grantor. Such fence shall be a six-foot (6) high, chain-link fence with privacy slats. Such fence shall contain a locked. gate to provide access from Grantor's property ' to the trail. Grantor shall determine in Grantor's sole discretion when the gate shall be locked or unlocked. 2. Duration of Easement. This Easement shall terminate on December 31, 2001. 3. Grantor's Right To Convey/Quiet Possession. Grantor covenants and warrants that Grantor has the right to convey this Easement to Grantee and to provide quiet possession thereof in Grantee for the purposes stated herein. 4. Grantee's Access Rights. Grantee, and Grantee's agents, employees, and independent contractors shall have the right to enter upon the Easement Property for the purposes set forth in this Easement. 5. No Interference. - Grantor shall retain all other rights not granted in this Easement. During the term of this Easement, Grantor shall not construct or maintain any structures on the Easement Property or interfere with the Grantee's use of the Easement Property. 6.. Hold Harmless. Grantee agrees to hold Grantor harmless from all injury to person or property caused by Grantee's use of the Easement Property in connection with the purposes described. 7. Time. TIME IS OF THE ESSENCE of this Easement. 8. Notice. Notice under this Easement shall be in writing and shall be effective when actually delivered, or if mailed, notice shall, be deemed effective 48 hours after mailing as registered or 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: Page 2 GRANT OF EASEMENT G:\Real_Estate\Tigard\Hammond0ocslEsmtdf4.wpd(05/25/00) (EXHIBIT B to Purchase and Sale Agreement and Joint. Escrow Instructions Page 2 of 11) GRANTOR: GRANTEE: Hammond Properties, LLC The City of Tigard 12652 SW Main Street Attn: Gus s-Duenas Tigard, OR 97223 13125 SW Hall Boulevard Tigard, OR 97223 With a copy to: With a copy to: William T. Buckley, Esq. Dominic Colletta, Esq. Buckley LeChevallier, P.C. Ramis Crew Corrigan & Bachrach Five Centerpointe Drive, Suite 250 1727 NW Hoyt Street Lake Oswego, OR 97035 Portland, OR 97209 9. Breach - Remedies Equitable Relief. The parties acknowledge that the uses provided by this Easement are unique in that money damages alone for breach of this Easement are inadequate. Any party aggrieved by a breach of the provisions hereof may bring an action at law or a suit in equity to obtain relief including specific performance, injunctive relief and any other available remedy. 10. Legal Effect and Assignment. This Easement shall run with the land and be binding upon and inure to the benefit of the parties hereto, and their successors and assigns. 11. Attorney Fees. If a suit, action, arbitration or other proceeding of any, nature whatsoever, including without limitation any proceeding under the U.S. Bankruptcy code, is instituted, to interpret or enforce any provision of this Agreement or with respect to any dispute relating to this Agreement, the prevailing party shall be entitled to recover from the losing party its attorney fees, and all other fees, costs and expenses actually incurred and reasonably necessary in connection therewith. In the event of suit, action, arbitratioi► or other proceeding, the amount of fees shall be determined by the judge or arbitrator, shall include fees and expenses incurred on any appeal or review, and shall be in addition to all other amounts provided by law. 12. ev r ili . Nothing contained herein shall be construed so as to require the commission of any act contrary to law,. and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract; the latter shall prevail; but the provision of this Easement which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. Page 3- GRANT OF EASEMENT G:\Real_Estate\Tigard\HammondlDocsTsmtdf4.wAO5/25/00) (EXHIBIT B to Purchase and Sale Agreement and Joint Escrow Instructions Page 3 of 11) 13. Future Assurances and Additional Documents. Each of the parties hereto shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of their. obligations hereunder to carry out the intent of the parties hereto. The parties shall execute and deliver all other appropriate supplemental agreements and other instruments and take any other action necessary to make this Easement fully and legally effective, binding and enforceable as between the parties, and as against third parties. 14. Modification or Amendments. No amendment, change or modification of this Easement shall be valid, unless in writing and signed by all the parties hereto. 15. Waiver. Failure of either party at any time to require performance of any provision of this Easement 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. 16. Preparation of Easement. This Easement has been prepared by Ramis, Crew, Corrigan & Bachrach acting for the benefit and protection of Grantee. This Easement shall not be construed against Grantee by reason of such preparation. 17. Recordins. The fully executed original of this Easement shall be duly recorded in the Deed Records of Washington County. Upon termination of this Easement, Grantee shall, if requested by Grantor, record an appropriate instrument conveying to Grantor any right, title and interest of Grantee in the Easement Property. 18. Entire Agreement. This Easement constitutes the entire agreement between and among the parties, integrates all of the terms and conditions mentioned herein or incidental-hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part. of the subject matter hereof. 19. 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. Page 4- GRANT OF EASEMENT G:aeal_Estate\Tigm-aHanunond\Docs\Esmtdf4.wpd(05/25/00) (EXHIBIT B to Purchase and Sale Agreement and Joint Escrow Instructions Page 4 of 11) IN WITNESS WHEREOF, the parties have executed this Easement in duplicate as of the day and year first above written. GRANTOR: GRANTEE: HAMMOND. PROPERTIES, LLC, THE CITY OF TIGARD, an an Oregon limited liability company Oregon municipal corporation C ie David E. Ha ond, Manager J By: William A. Monahan City Manager I dAA,#jAJj Q Christine N. Hammond, Manager STATE OF OREGON ) ss County o ) Personally appeared before me this day of a 2000, the above- named David E. Hammond, who, being duly sworn, did say 6L he is the Manager of the Hammond Properties, LLC, an Oregon limited liability company, and that said instrument was signed on behalf of said company, and acknowledged said instrument to be his voluntary act and deed. OFFICIAL SEAL JUNE M. MYRICK ~fiTARY PUBLIC for reg n NOTARY PUBLIC-OREGON COMMISSION NO. 055173 y commission expires: MY COMMISSION EXPIRES JUNE 19, 2000 Page 5- GRANT OF EASEMENT G:1Rea1_Estate)Tigard\Hw=on&Docs\Esmtdf4.wpd(05/25/00) (EXHIBIT B to Purchase and Sale Agreement and Joint Escrow Instructions --Page 5 of 11) STATE OF OREGON ) ss County of ) Personally appeared before me this day of 2000, the above- named Christine N. Hammond, who, being duly sworn, did y that she is the Manager of the Hammond Properties, LLC, an Oregon. limited liability company, and that said instrument was signed on behalf of said company, and acknowledged said instrument to be her voluntary act and. deed. OFFICIAL SEAL JUNE M. WIYRICK NOTARY PUBLIC-OREGON TARP PUBLIC for re COMMISSION NO. 055173 g0 MY COMMISSION EXPIRES JUNE 19, 2000 y commission expires: STATE OF OREGON ) ss County of ~Q,Shil1 ) Personally appeared before me this day of Md 2000, the above- named William A. Monahan, who, being duly sworn, did say at he is the City Manager of the City of Tigard, an Oregon municipal corporation, and that said instrument was signed on behalf of said corporation, and acknowledged said instrument to be his voluntary act and deed. Z,OFFICA&SEAL NOTARY PUBLIC for Oregon QA97'ON My commission expires: jd ~lD D 3 NOtAflY PUBUC-O B OOAAN N Pa 347906 W 00AIM188" O"M 10. 2043. Page 6- GRANT OF EASEMENT G:\Real_Estate)TigardlHarnmon&Docs\Esmtdf4.wpd(05/25/00) (EXHIBIT B to Purchase and Sale Agreement and Joint Escrow Instructions Page 6 of 11) EXHIBIT A to Temporary Access Easement for Construction Legal Description of Property Owned by Hammond Properties, LLC. Being a part of the George Richardson Donation Land Claim No. 38, in Township 2 South, Range 1 West, Willamette Meridian, in the County of Washington and State of Oregon, to-wit: Beginning at a point in the center of Taylor's Ferry Road in the George Richardson Donation Land Claim No. 38 in Section 2, Township 2 South, Range 1 West, Willamette Meridian, in the County of Washington and State of Oregon, which said beginning point is reached by beginning at a point on the North line of said Richardson Donation Land Claim which is the Northeast corner of the George Frewing land in said claim, and running South 420 15' East 30 feet to a'point in the center of said Taylor's Ferry Road; thence following the center of said road North 46027' East 539.9 feet to the angle in said road; thence along the center of said road North 71 °53' East 369.60 feet to a point; thence North 57°54' East 2.50 feet along the center line of said Taylor's Ferry Road to the true point of beginning of the parcel herein described; thence North 57 154' East 117.00 feet along the center line of said Taylor's Ferry Road to a point at the most Northwesterly corner of Tract 1 in Burnham Tract, a'recorded plat in the Records of Washington County, Oregon; thence South 49030' East 128.70.feet along the Westerly line of said Tract 1 to an iron pipe; thence South 16 115' East 126.40 feet along the Westerly line of said Tract 1 to an iron pipe at the most Southwesterly corner of said Tract. 1 and the most Northwesterly corner of Tract 2 of said Burnham Tract; thence South 4015' East 115.65 feet along the Westerly line of said Tract 2 to an iron rod; thence _North 43102' West 352.90 feet to a point in the center line of said Taylor's Ferry Road and the true point of beginning of the herein described tract. Less and excepting therefrom the following described parcel of land: A TRACT OF LAND SITUATED IN THE NORTHEAST ONE QUARTER OF THE SECTION 2, TOWNSHIP 2 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEASTERLY CORNER OF DOCUMENT NUMBER 91034908; THENCE N 03° 52'32- W, ALONG THE EASTERLY LINE OF SAID DOCUMENT NUMBER, ALSO BEING THE WESTERLY LINE OF LOT 2 BURNHAM TRACT, A DISTANCE OF 106.79 FEET; THENCE S 47°05' 11" W A DISTANCE OF 67.56 FEET TO A POINT ON THE SOUTHERLY LINE OF THE PROPERTY DESCRIBED IN DOCUMENT NUMBER 91034908 OF THE WASHINGTON COUNTY DEED RECORDS ALSO BEING THE NORTHERLY LINE OF THE PROPERTY DESCRIBED IN DOCUMENT NUMBER 8014391 OF THE WASHINGTON COUNTY DEED RECORDS; THENCE S 43° 07' 15" E, ALONG SAID SOUTHERLY LINE A DISTANCE OF 82.95 FEET TO THE POINT OF BEGINNING. CONTAINING 2802 SQUARE FEET. EXHIBIT A: Page 1 of I (EXHIBIT B to Purchase and Sale Agreement and Joint Escrow Instructions Page 7 of 11) EXHIBIT B to Temporary Access . Easement for Construction Legal Description of Property Owned by the City of Tigard A TRACT OF LAND SITUATED IN THE NORTHEAST ONE QUARTER OF THE SECTION 2, TOWNSHIP 2 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEASTERLY CORNER OF DOCUMENT NUMBER 91034908; THENCE N 030 52', 32"W, ALONG THE EASTERLY LINE OF SAID DOCUMENT NUMBER, ALSO BEING THE WESTERLY LINE. OF LOT 2 BURNHAM TRACT, A DISTANCE OF 106.79 FEET; THENCE S 471,05'1 1" W A DISTANCE OF 67.56 FEET TO A POINT ON THE SOUTHERLY LINE OF THE PROPERTY DESCRIBED IN DOCUMENT NUMBER 91034908 OF THE WASHINGTON COUNTY DEED. RECORDS ALSO BEING THE NORTHERLY LINE OF THE PROPERTY DESCRIBED IN DOCUMENT. NUMBER 8014391 OF THE WASHINGTON COUNTY DEED RECORDS; -THENCE S 430 07' 15" E, ALONG SAID SOUTHERLY LINE A DISTANCE OF 82.95 FEET TO THE POINT OF BEGINNING. CONTAINING 2802 SQUARE FEET. EXHIBIT B: Page I of 1 (EXHIBIT B to Purchase and Sale Agreement and Joint Escrow Instructions Page 8 of 11) EXHIBIT C to Temporary Access Easement for Construction LEGAL DESCRIPTION FOR ACCESS EASEMENT A TRACT OF LAND SITUATED IN THE NORTHEAST ONE QUARTER OF THE SECTION 2, TOWNSHIP 2. SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEASTERLY CORNER OF DOCUMENT. NUMBER 91034908; THENCE N 03'52'33" W, ALONG THE EASTERLY LINE OF SAID DOCUMENT NUMBER, ALSO BEING THE WESTERLY LINE'OF LOT 2 BURNHAM TRACT, A DISTANCE OF 106.79; THENCE S 47°05' 11" W A DISTANCE OF 26.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE S 47°05'11" W A DISTANCE OF 41.56 FEET TO THE SOUTHERLY LINE OF SAID DOCUMENT NUMBER; THENCE N 430 07' 15' W A DISTANCE OF 94.63 FEET TO A POINT 2.00' FROM THE EXISTING WAREHOUSE BUILDING, WHEN MEASURED AT RIGHT ANGLES; THENCE N 470 05'1 1"E, PARALLEL WITH AND 2.00. FEET FROM(WHEN MEASURED AT RIGHT ANGLES) THE WAREHOUSE BUILDING, A DISTANCE OF 66.67 FEET; THENCE N 420 54'49"W, PARALLEL WITH AND 1.00 FEET FROM(WHEN MEASURED AT RIGHT ANGLES) THE WAREHOUSE BOLDING, A DISTANCE OF 32.40 FEET; THENCE N 520 54'45" W A DISTANCE OF 32.70 FEET; THENCE N 5.10 42'59" W A DISTANCE OF 48.43 FEET; THENCE N 600 47' 47"W A DISTANCE OF 32.77 FEET TO THE EASTERLY RIGHT OF WAY OF MAIN STREET; THENCE N 59° 18'34"E, ALONG SAID RIGHT OF WAY, A DISTANCE OF 17.33 FEET; THENCE S 60° 4747"E E A DISTANCE OF 25.26 FEET; THENCE S 510 42'59" E A DISTANCE OF 49.45 FEET; THENCE S 520 54'45" E A DISTANCE OF 39.62 FEET; THENCE S 420 54' 49" E A DISTANCE OF 30.57 FEET; THENCE S 55"21'44" E A DISTANCE OF 18.73 FEET; THENCE S 18° 1V31 n E A DISTANCE OF 19.43 FEET; THENCE S 00° 16'20" W A DISTANCE OF 45.67 FEET THENCE S 29° 33' 55" E A DISTANCE OF 23.50 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 8509 SQUARE FEET. 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Ir n..lli. a.yu Appl0...hl. m. ...im . o.n.. u" . «lap asd.e,M .eas. N •.w T. Imnll.7s FANNO CREEK TRAIL -SEGMENT MAMIL L ft waa.0 wY rpr w I.pt...11Y aww w.a♦ u. d.14 m AT MAST STREET r0 i. X114 ps APEi1M/NARY 'r urovr C"v a UYrL.O m_Mml I.L y 0.1 YYY M d . 0-7R N0.11UaN✓a~.R L EXHIBIT E: Page I of I (EXHIBIT B to Purchase and Sale Agreement and Joint Escrow Instructions Page I I of 11) l 1 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS ("Agreement") is entered into as of M&Y 31 , 2000 (the "Effective Date"), between Hammond Properties, LLC, an Oregon limited liability company (collectively, "Seller") and the CITY OF TIGARD, an Oregon municipal' corporation ("Purchaser"). RECITALS A. Seller is the owner of property comprising approximately 2,802 square feet, which is part of a larger parcel of land located in Washington County, Oregon. The larger parcel is commonly described as 12562 SW Main Street, Tigard, Oregon (the "Larger Parcel"). The parcel of land subject to this Agreement is described in Exhibit "A" attached hereto and incorporated herein by reference (the "Property"). B. Purchaser desires to purchase the Property from Seller and to obtain from Seller a temporary construction and access easement from Seller across the Larger Parcel, and Seller desires to sell the Property to Purchaser and to provide said easement. C. It is the intention of the parties to set forth in this Agreement the terms and conditions of the sale and purchase of the Property and the grant of the described easement. D. These recitals are contractual in nature and shall be construed to give full effect to the provisions of this Agreement. AGREEMENT In consideration of the mutual promises set forth in this Agreement, the parties agree as follows: 1. Purchase Price. The purchase price (the "Purchase Price") to be paid by Purchaser to Seller for the Property and for the temporary easement which is hereinafter more particularly described as Twenty Five Thousand and No/100 Dollars ($25,000). The Purchase Price shall be payable in cash or other readily available funds through escrow at the Closing (as defined below). The temporary construction and access easement to be granted by Seller to Purchaser shall be in the form of Exhibit B attached hereto and incorporated by this reference. 2. Escrow. 2.1 Escrow Agent: Upon execution of this Agreement, the parties shall deliver a copy of this fully executed Agreement to Fidelity National Title Insurance Page 1- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:ULeal_Estate\Tiprd\Hammond0m\P&Sdf4.doc (05/25/00) Company, 900 SW Fifth Avenue, Portland, Oregon 97204,. attention Karleen Huggins (the "Escrow Agent"). Seller and Purchaser hereby authorize Escrow Agent to take necessary steps for the closing of this transaction pursuant to the terms of this Agreement. Further, Seller and Purchaser hereby authorize their respective attorneys to execute and deliver into escrow any additional instructions consistent with this Agreement as may be necessary or convenient to implement the terms of this Agreement and to close this transaction. 2.2 Cancellation Fee and. Expenses. In the event this escrow terminates because of the non-satisfaction of any condition set forth in Section 3, any cancellation charges required to be paid to Escrow Agent shall be borne by Purchaser. In the event this escrow terminates because of Purchaser's default, any 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, any cancellation charges required to be paid. to Escrow Agent shall be borne by Seller. 3. Conditions Precedent to Purchaser's Obligation to Close. Purchaser's obligation to close the transaction described in this Agreement is expressly contingent on satisfaction or waiver by Purchaser of all of the following conditions precedent: 3.1 Approval of Title by Purchaser. 3. 1.1 Preliminary Title Report. Preliminary Title Report No. 10- 16110-28-C dated January 9, 2000, issued by the Escrow Agent, describing the Property and more, listing the Purchaser or the Purchaser's designee as the prospective named insured, and showing as the policy amount the total Purchase Price has already been issued and delivered to Purchaser, together with copies of all instruments referred to in such Preliminary Title Report as conditions or exceptions to title to the Property, including liens. The Escrow Agent shall also deliver to Purchaser copies of any financing statements filed against the Property, which financing statements have not been received by Purchaser at the effective date of this Agreement. 3.1.2 Title Objections. 3.1.2.1 Notice to Seller. In the event the Preliminary Title Report should show any exceptions not acceptable to Purchaser, Purchaser shall deliver to Seller written notice of disapproval of exceptions within ten (10) days of the effective date of this Agreement. Failure of Purchaser to disapprove of any exception within such time shall be deemed an approval. 3.1.2.2 Seller's Removal of Exceptions. In the event Purchaser shall disapprove any exceptions to title, Seller, within five Page 2- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_Estate\Tipre4fammond0m\P&Sdf4.doc (05/25/00) (5) days of written notice of disapproval by Purchaser, shall notify Purchaser in writing of those disapproved exceptions that Seller agrees to remove, or will not remove, prior to the Closing. 3.1.2.3 Purchaser's Remedies. In the event Purchaser does not approve the exceptions and Seller is unable or unwilling to remove the same with the exercise of due diligence prior to ten (10) days before Closing, Purchaser may, terminate this Agreement, in which event all the rights and obligations of the parties under this Agreement shall be null and void; or agree to close this transaction subject to all unremoved exceptions. In no event shall Seller be required to remove or to reimburse Purchaser for the removal of any lien or other exception to title created by Purchaser's activities with respect to the Property. 3.2 Creation of Legal Parcel/Easement if Creation of Legal. Parcel not. Possible. The parties acknowledge that it will be necessary to partition the Property from the Larger Parcel, and to establish the Property as a legal parcel, or alternatively to obtain a lot-line adjustment to other property owned by Purchaser. Purchaser agrees to bear the cost and expense of such partition or lot line adjustment, and Seller and Purchaser agree that they will execute all documents and perform all acts necessary to complete such partition or lot line adjustment as promptly as practicable. If, at any time, Purchaser shall determine that the partition of the Property or lot-line adjustment is not feasible, Purchaser shall notify Seller in writing of such determination, and the parties agree in such event, that this Agreement shall be converted to an agreement for a grant by Seller to Purchaser of a perpetual, exclusive easement on, over, under and across the Property for purposes of construction, re-construction and maintenance of a pedestrian and bicycle pathway for use by the general public. In the event that the transaction is converted into the granting of an easement, Purchaser shall indemnify and defend Seller for any injury to persons or property which arise from the use of the Property as a public pedestrian and bicycle pathway. This provision is intended to survive closing of this transaction and delivery of the Easement and shall not merge into the Easement, if any. 3.2.1 The conversion of this sale to an easement shall be Purchaser's exclusive and sole remedy. 3.3 Approval of Studies. Purchaser shall have sixty (60) days (the "Study Period") to undertake such tests, investigations and studies of the Property as Purchaser shall deem necessary or appropriate to determine the suitability of the Property for Purchaser's intended use. If Purchaser has not notified Seller in writing prior to the expiration of such sixty (60) day period that Purchaser has completed Purchaser's tests, investigations and studies of the Property, it shall be deemed a failure of a condition precedent to Closing and this Agreement shall terminate as provided in Section 3.4. Seller agrees that Purchaser shall have such Page 3-.PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_Estate\Tigard\Hammon fo=\P&Sdf4.doc (05/25/00) access to the Property as Purchaser or its agents shall require to perform such tests, investigations and studies, and Seller shall reasonably cooperate with Purchaser and its agents with regard thereto. Purchaser agrees to keep all information obtained from any inspection confidential, disclosing any information only to such advisers and consultants as necessary for Purchaser's investigation, which advisers and consultants shall also keep said information confidential. The cost and expense of such tests, investigations and studies shall be borne by Purchaser, and Purchaser agrees to indemnify Seller from any claims, harm or loss arising out of the conduct thereof by Purchaser and its agents. In the event that Purchaser shall determine, in its absolute discretion, that the Property is not suitable for its purposes, Purchaser may terminate this Agreement by written notice thereof given to Seller at any time within the Study Period. Such notice shall serve as a termination of this Agreement, and the parties s hall thereafter have no further obligations toward each other pursuant hereto. In the event this Agreement is terminated, then immediately upon such termination, Purchase shall provide to Seller copies of all reports pertaining to the Property, including environmental reports. If Purchaser proceeds to close then at closing Purchaser shall provide to Seller copies of any reports requested by Seller. 3.4 Failure of Conditions Precedent. In the event of a failure of any condition precedent to Purchaser's obligation, or if Purchaser has timely terminated this Agreement pursuant to Section 3. 1, the escrow and the rights and obligations of Purchaser and Seller under this Agreement shall terminate. 4. Seller's Warranties. 4.1 Marketable Title. Seller warrants that, at the time of Closing, no work, labor or materials have been expended, bestowed or placed upon the Property, or adjacent thereto, which will remain unpaid at close of escrow or upon which a lien may be filed at closed of escrow. 4.2 Parties in Possession. Seller warrants that as of the close of escrow there will be no rental agreements or leases affecting the Property. 4.3 Authority of Seller. Seller warrants that it has the authority to execute this Agreement, to enter into the escrow contemplated herein, to perform all of its obligations hereunder, and that the party executing this Agreement on behalf of Seller has been fully authorized by appropriate resolution to bind Seller to the terms and provisions hereof. 4.4 No Option to Acquire Premises. Seller represents that no person or entity has any right of first refusal or option to acquire any interest in the property or any part thereof. 4.5 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 Page 4- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_Estate\Tipr&Hammond0m\P&Sdf4.doc (05/25/00) materials located on or in the Property.. 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, ordinance, or judicial or administrative ruling or order relating to the protection of the environment or public health. 4.6 General Representation. The Seller's representation and warranties contained here are true and accurate, and are not misleading. The Seller's representations and warranties contained here shall be continuing and shall not survive the close of escrow and shall not merge into the deed and the recordation of the deed in the official records. 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 within. thirty (30) days of the satisfaction or waiver of the conditions set forth in Section 3, and all subparts thereof; of this Agreement (the date of the Closing being the "Closing Date"). The transaction contemplated in this Agreement is "closed" when the Deed (as defined below), or the easement described in Section 3.2, 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 5.2 shall be mutually concurrent conditions: 5.2.1 Seller's Deliveries. On or before the Closing Date, Seller, at Purchaser's cost and expense, shall deliver the following into escrow- (i) Bargain and Sale Deed ("Deed"), fully executed and acknowledged by Seller, conveying to Purchaser the Property. (H) Temporary construction and access easement in the form of Exhibit B, fully executed and acknowledged by Seller, granting to Purchaser the easement therein described. (iii) At Closing, Seller shall cause to be issued to Purchaser an ALTA standard coverage owner's title policy, in the amount of the total Purchase Price that shall insure fee simple, indefeasible title to the Property in Purchaser, subject only to the Permitted Exceptions; provided that Purchaser shall have the right to order an ALTA extended coverage owner's policy. Seller shall be responsible for and pay the premium for the standard ALTA owner's policy; and Page 5- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_Estate\Tiprd\Hammond0m\P&Sdf4.doc (05/25/00) Purchaser shall pay the additional premium for ALTA extended coverage owner's policy, together with all related expenses. (iv) 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 of all escrow fees. Purchaser shall pay the cost of recording the Deed, and Seller shall pay the cost of an ALTA standard coverage owner's policy of title insurance. Purchaser shall pay the additional premium necessary of 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. Seller shall pay Washington County transfer taxes.. 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 5.3 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. Remedies. 6.1 Seller's Remedies. If Purchaser fails or refuses to perform any of its obligations under this Agreement for any reason other than failure of a condition precedent to occur or termination of this Agreement pursuant to Section 3, then Seller may terminate this Agreement by notifying Purchaser thereof, and thereafter, neither party hereto shall have any further right or obligation whatsoever. 6.2 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 by Purchaser, then Purchaser may either (i) terminate this Agreement Page 6- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_EstatelTigaidViammond0m\P&Sdf4.doc (05/25/00) by notifying Seller thereof and thereafter neither party hereto shall have any further rights or obligations hereunder; or (ii) Purchaser may seek specific performance. 7. General Provisions. 7.1 Time. TIME IS OF THE ESSENCE of this Agreement. 7.2 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. 7.3 Negation of Agency and Partnership. Any agreement by either party to cooperate with the other in connection with any provision of this Agreement shall not be construed as making either party an agent or partner of the other party. 7.4 Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oregon. 7.5 Statutory Disclaimer. THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING 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. 7.6 Severability. 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. 7.7 Modification or Amendments. No amendment, change or modification of this Agreement shall be valid, unless in writing and signed by all the parties hereto. 7.8 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. Page 7- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_EstatelTipr&Hammond0m\P&Sdf4.doc (05/25/00) 7.9 Assignment. Seller shall not delegate its duties under this Agreement to any parry without the written consent of Purchaser which may be granted or withheld in the sole and unfettered discretion of 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. 7.10 Successors and Assigns. This Agreement shall inure to the benefit of and shall be binding upon, the parties hereto and their respective heirs, legal representatives, successors and assigns. 7.11 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: Hammond Properties, LLC Attn: David E. Hammond and Christine N. Hammond 12562 SW Main Street Tigard, Oregon 97223 With a copy to: William T. Buckley, Esq. Buckley LeChevallier, P.C. Five Centerpointe Drive, Suite 250 Lake Oswego, OR 97035 If to Purchaser, to: City of Tigard Attn:. Gus Duenas 13125 SW Hall Boulevard r" Tigard, Oregon 97223 With a copy to: Dominic G. Colletta Ramis Crew Corrigan & Bachrach 1727 NW Hoyt Street Portland, Oregon 97209 7.12 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. Page 8- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_Fstate\Tigw Hamaion&D=\P&Sdf4.doc (05/25/00) 7.13 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. 7.14 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. 7.15 Commissions. Each parry 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 herby 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 related 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. 7.16 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. 7.17 Entire Agreement. This Agreement constitutes the entire agreement between and among the parties, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. (This space intentionally blank) Page 9- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS G:\Real_Estate\TiprdEammon&Docs\P&Sdf4.doc (05/25/00) EXECUTED as of the Effective Date. SELLER: Hammond Properties, LLC, an Oregon limited liability company . L I L By: Davi . Hammond, Manager LIA'Litillp 141AIA"AbAd AAr PVip hAl 14U94 -141 d O By: 'Christine ond, Manager PURCHASER: CITY OF TIGARD, an Oregon municipal corporation By Its C~ {Y ~A h AS'~i[ ACCEPTANCE BY TITLE COMPANY Fidelity National 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 forgoing Agreement. Fideli Nati na1 Title Insurance Company y' t ~A 1 61- 1. ririt e' Its: Mr&naa i Page 10- PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS 0:\Real_Estate\riprd\Ha==dO=\P&Sdf4.doc (05/25/00) EXHIBIT A to Purchase and Sale Agreement and. Joint Escrow Instructions A TRACT OF LAND SITUATED IN THE NORTHEAST ONE QUARTER OF THE SECTION 2, TOWNSHIP 2 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEASTERLY CORNER OF DOCUMENT NUMBER 91034908; THENCE N 030 5232"W, W, ALONG THE EASTERLY LINE OF SAID DOCUMENT NUMBER, ALSO BEING THE WESTERLY LINE OF LOT 2 BURNHAM TRACT, A DISTANCE OF 106.79 FEET; THENCE S 47°05' 11" W A DISTANCE OF 67.56 FEET TO A POINT ON THE SOUTHERLY LINE OF THE PROPERTY DESCRIBED IN DOCUMENT NUMBER 91034908 OF THE WASHINGTON COUNTY DEED RECORDS ALSO BEING THE NORTHERLY LINE OF THE PROPERTY DESCRIBED IN DOCUMENT NUMBER 8014391 OF THE WASHINGTON COUNTY DEED RECORDS; THENCE S 430 07' 15" E, ALONG SAID SOUTHERLY LINE A DISTANCE OF 82.95 FEET TO THE POINT OF BEGINNING. CONTAINING 2802 SQUARE FEET. L EXHIBIT A Page 1 of 1 AFTER RECORDING, RETURN TO: NO CHANGE IN TAX STATEMENTS Attn: Dominic Colletta Ramis Crew Corrigan & Bachrach Attorneys at Law 1727 NW Hoyt Street Portland, OR 97209 TEMPORARY ACCESS EASEMENT FOR CONSTRUCTION THIS EASEMENT is made and entered into the day of 2000, ("Effective Date") by Hammond Properties, LLC, an Oregon limited liability company ("Grantor") and The City of Tigard, an Oregon municipal corporation (Grantee"), ("Easement"). WITNESSETH WHEREAS, Grantor is the owner of record of that certain real property in Washington County, State of Oregon, as more, particularly described in Exhibit "A", attached hereto and incorporated herein by this reference ("Property"); WHEREAS, Grantor has granted and conveyed to Grantee that certain real property in Washington County, State of Oregon, which is more particularly described in Exhibit attached hereto and incorporated herein by this reference ("Trail Property"). WHEREAS, Grantee is desirous of obtaining a temporary access easement over a portion of the Property which is more particularly described in Exhibit "C" and shown on Exhibit "D", attached hereto and incorporated herein by this reference (the "Easement Property"); and WHEREAS, Grantor is desirous of granting a temporary access easement to Grantee on, over and across the Easement Property; and NOW, THEREFORE, the parties hereto agree as follows: 1. Grant of Easement. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor conveys to Grantee a temporary non- exclusive easement on, over and across the Easement Property for the purposes of accessing the Trail Property to bring and deliver construction equipment, building supplies and vehicles to the Trail Property and for use as a staging area for the construction of a portion of a linear trail and bridge along Fanno Creek adjacent to the Property described in Exhibit B for the benefit of the general public. Grantee shall repair any damage to the Easement Property caused by Grantee's use of the Easement Property. Page 1- GRANT OF EASEMENT G:\Real_Estate\Tigard\Hammon&Docs\Esmtdf4.wpd(05/25/00) (EXHIBIT B to Purchase and Sale Agreement and Joint Escrow Instructions Page 1 of 11) 1.1 Grantee covenants that the staging area and construction shall at no time block or impede access to Grantor's property, including Grantor's continued use of the Easement Property other than the twenty foot by thirty foot (20' x 30') staging area as described on the attached Exhibit E. 1.2 Upon termination of the Easement, Grantee shall restore the Easement Property to the condition it was in at the time that Grantee began to use the Easement Property for ingress and egress. 1.3 Before Grantee may give the general public access to the portion of the trail and bridge along Fanno Creek adjacent to the property described in Exhibit B, at Grantee's expense, Grantee shall construct a fence along the common boundary line of the Trail property and the eight thousand three hundred and thirty-six (8336) square-foot parcel of property retained by. Grantor. Such fence shall be a six-foot (6) high, chain-link fence with privacy slats. Such fence shall contain a locked gate to provide access from Grantor's property to the trail. Grantor shall determine in Grantor's sole discretion when the gate shall be locked or unlocked. 2. Duration of Easement. This Easement shall terminate on December 31, 2001. 3. Grantor's Right To ConvgyZQuiet Possession. Grantor covenants and warrants that Grantor has the right to convey this Easement to Grantee and to provide quiet possession thereof in Grantee for the purposes stated herein. 4. Grantee's Access Rights. Grantee, and Grantee's agents, employees, and independent contractors shall have the right to enter upon the Easement Property for the purposes set forth in this Easement. 5. No Interference. Grantor shall retain all other rights not granted in this Easement. During the term of this Easement, Grantor shall not construct or maintain any structures on the Easement Property or interfere with the Grantee's use of the Easement Property. .6. Hold Harmless. Grantee agrees to hold Grantor harmless from all injury to person or property caused by Grantee's use of the Easement Property in connection with the purposes described. 7. Time. TIME IS OF. THE ESSENCE of this Easement. 8. Notice. Notice under this Easement shall be in writing and shall be effective when actually delivered, or if mailed, notice shall be deemed effective 48 hours after mailing as registered or 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: Page 2- GRANT OF EASEMENT G:\Real_Estate\TigarMammond\Docs\Esmtdf4.wpd(05/25/00) (EXHIBIT B to Purchase and Sale Agreement and Joint Escrow instructions Page 2 of 11) GRANTOR: GRANTEE: Hammond Properties, LLC The City of Tigard 12652 SW Main Street Attn: Gus Duenas Tigard, OR 97223 13125 SW Hall Boulevard Tigard, OR 97223 With a copy to: With a copy to: William T. Buckley, Esq. Dominic Colletta, Esq. Buckley LeChevallier, P.C. Ramis Crew Corrigan & Bachrach Five Centerpointe Drive, Suite 250 1727 NW Hoyt Street Lake Oswego, OR 97035 Portland, OR 97209 9. Breach - Remedies - Equitable Relief The parties acknowledge that the uses provided by this Easement are unique in that money damages alone for breach of this Easement are inadequate. Any party aggrieved by a breach of the provisions hereof may bring an action at law or a suit in equity to obtain relief, including specific performance, injunctive relief and any other available remedy. 10. Legal Effect and Assiienment. This Easement shall run with the land and be binding. upon and inure to the benefit of the parties hereto, and their successors and assigns. 11. Attorney Fees. If a suit, action, arbitration or other proceeding of any nature whatsoever, including without limitation any proceeding under the U.S. Bankruptcy code, is instituted, to interpret or enforce any provision of this Agreement or with respect to any dispute relating to this Agreement, the prevailing party shall be entitled to recover from the losing party its attorney fees, and all other fees, costs and expenses actually incurred and reasonably necessary in connection therewith. In the event of suit, action, arbitration or other proceeding, the amount of fees shall be determined by the judge or arbitrator, shall include fees and expenses incurred on any appeal or review, and shall be in addition to all other amounts provided by law. 12. v r ' i . Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, the latter shall prevail; but the provision of this Easement which is affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. Page 3- GRANT OF EASEMENT G:\Real_Estatc\Tigard\I ammondU)=\F,smtdf4.wpd(05/25/00) (EXHIBIT B to Purchase and Sale Agreement and Joint Escrow Instructions Pale 3 of 11) 13. Future Assurances and Additional Documents. Each of the parties hereto shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary in connection with the performance of their obligations hereunder to carry out the intent of the parties hereto. The parties shall execute and deliver all other appropriate supplemental agreements and other instruments and take any other action necessary to make this Easement fully and legally effective, binding and enforceable as between the parties, and as against third parties. 14. Modification or Amendments. No amendment, change or modification of this Easement shall be valid, unless in writing and signed by all the parties hereto. 15. Waiver. Failure of either party at any time to require performance of any provision of this Easement 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. 16. Preparation of Easement. This Easement has been prepared by Ramis, Crew, Corrigan & Bachrach acting for the benefit and protection of Grantee. This Easement shall not be construed against Grantee by reason of such preparation. 17. Recording. The fully executed original of this Easement shall be duly recorded in the Deed Records of Washington County. Upon termination of this Easement, Grantee shall, if requested by Grantor, record an appropriate instrument conveying to Grantor any right, title and interest of Grantee in the Easement Property. 18. Entire Agreement. This Easement constitutes the entire agreement between and among the parties, integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the subject matter hereof. 19. 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. Page 4- GRANT OF EASEMENT G:\Real_Estate)Tigard\Hanunon&DocsTEsmtdf4.wpd(05/23/00) (EXHIBIT B to Purchase and Sale Agreement and Joint Escrow Instructions Page 4 of 11) IN WITNESS WHEREOF, the parties have executed this Easement in duplicate as of the day and year first above written. GRANTOR: GRANTEE: HAMMOND PROPERTIES, LLC, THE CITY OF TIGARD, an an Oregon limited liability company Oregon municipal corporation 41 Jer David E. Hond, Manager By: William A. Monahan City Manager I I P 1JAA1,1AAj Q W( Christine N. Hammond, Manager STATE OF OREGON ) ) ss County o ) Personally appeared before me this 1%ay of 2000, the above- named David E. Hammond, who, being duly sworn, did say t 1,34t he is the Manager of the Hammond Properties, LLC, an Oregon limited liability company, and that said instrument was signed on behalf of said company, and acknowledged said instrument to be his voluntary act and deed. '~Iww A, OFFICIAL sE111 u JUNE M. WMUCK TA.RY PUBLIC for reg n NOTARY PUBLIC-OREGON COMMISSION NO. 055173 y commission expires: 22 MY COMMISSION E)IRES JUNE 19, 2000 Page 5- GRANT OF EASEMENT G:1Rea1_Estate\Ti garMamcnond\Docs\Esmtdf4. wpd(05/25/00) (EXHIBIT B to Purchase and Sale Agreement and Joint Escrow Instructions - Page 5 of 11) STATE OF OREGON ) ) ss County of ) Personally appeared before me this,30~day of 2000, the above- named Christine N. Hammond, who, being duly sworn, did y that she is the Manager of the Hammond Properties, LLC, an Oregon limited liability company, and that said instrument was signed on behalf of said company, and acknowledged said instrument to be her voluntary act and deed. OFflCK sEAL JUNE M. WIMCK k4V / NOTARY PU O05 173. TARP PUBLIC for reg~o COMMISSION N N N0.. 055173 MY COMMISSION OW S JUNE 19, Y000 y commission expires: STATE OF OREGON ) ) ss County of ffazh In f~v► ) Personally appeared before me this 31 day of MaLl, 2000, the above- named William A. Monahan, who, being duly sworn, did say (hat he is the City Manager of the City of Tigard, an Oregon municipal corporation, and that said instrument was signed on behalf of said corporation, and acknowledged said instrument to be his voluntary act and deed. 7 S 5~s7fi~ OFFKA& AL NOTARY PUBLIC for Oregon A GWIM My commission expires: M I "O NOVAYIkSUCOMM commsew"almong enr 00 oc."t to ~ooa Page 6- GRANT OF EASEMENT G:U2eal_E."WlTigaraHammondU3ocs\Fsmtdf4.%YA05/25/00) (EXHIBIT B to Purchase and Sale Agreement and Joint Escrow Instructions Page 6 of 11) EXHIBIT A to Temporary Access Easement for Construction Legal Description of Property Owned by Hammond Properties, LLC. Being a part of the George Richardson Donation Land Claim No. 38, in Township 2 South, Range 1 West, Willamette Meridian, in the County of Washington and State of Oregon, to-wit: Beginning at a point in the center of Taylor's Ferry Road in the George Richardson Donation Land Claim No. 38 in Section 2, Township 2 South, Range 1 West, Willamette Meridian, in the County of Washington and State of Oregon, which said beginning point is reached by beginning at a point on the North line of said Richardson Donation Land Claim which is the Northeast corner of the George Frewing land in said claim, and running South 42015' East 30 feet to a point in the center of said Taylor's Ferry Road; thence following the center of said road North 46027' East 539.9 feet to the angle in said road; thence along the center of said road North 71 053' East 369.60 feet to a point; thence North 57054' East 2.50 feet.along the center line of said Taylor's Ferry Road to the true point of beginning of the parcel herein described; thence North 57054' East 1 17.00 feet along the center line of said Taylor's Ferry Road to a point at the most Northwesterly corner of Tract 1 in Burnham Tract, a recorded plat in the Records of Washington County, Oregon; thence South 49130' East 128.70 feet along the Westerly line of said Tract 1 to an iron pipe; thence South 16115' East 1 26.40feet along the Westerly line of said Tract 1 to an iron pipe at the most Southwesterly corner of said Tract 1 and the most Northwesterly corner of Tract 2 of said Burnham Tract; thence South 4015' East 115.65 feet along the Westerly line of said Tract 2 to an iron rod; thence North 43°02' West 352.90 feet to a point in the center line of said Taylor's Ferry Road and the true point of beginning of the herein described tract. Less and excepting therefrom the following described parcel of land: A TRACT OF LAND SITUATED IN THE NORTHEAST ONE QUARTER OF THE SECTION 2, TOWNSHIP 2 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEASTERLY CORNER OF DOCUMENT NUMBER 91034908; THENCE N 03° 52'32- W, ALONG THE EASTERLY LINE OF SAID DOCUMENT NUMBER, ALSO BEING THE WESTERLY LINE OF LOT 2 BURNHAM TRACT, A DISTANCE OF 106.79 FEET; THENCE S 47'05'11- W A DISTANCE OF 67.56 FEET TO A POINT ON THE SOUTHERLY LINE OF THE PROPERTY DESCRIBED IN DOCUMENT NUMBER 91034908 OF THE WASHINGTON COUNTY DEED RECORDS ALSO BEING THE NORTHERLY LINE OF THE PROPERTY DESCRIBED IN DOCUMENT NUMBER 8014391 OF THE WASHINGTON COUNTY DEED RECORDS; THENCE S 43° 07' 15" E, ALONG SAID SOUTHERLY LINE A DISTANCE OF 82.95 FEET TO THE POINT OF BEGINNING. CONTAINING 2802 SQUARE FEET. EXHIBIT A: Page 1 of 1 (EXHIBIT B to Purchase and Sale Agreement and Joint Escrow Instructions Page 7 of 11) EXHIBIT B to Temporary Access Easement for Construction Legal Description of Property Owned by the City of Tigard A TRACT OF LAND SITUATED IN THE NORTHEAST ONE QUARTER OF THE SECTION 2, TOWNSHIP 2 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON, DESCRIBED AS FOLLOWS: BEGINNING AT THE. SOUTHEASTERLY CORNER OF DOCUMENT NUMBER 91034908; THENCE N 030 52'32"W, ALONG THE EASTERLY LINE OF SAID DOCUMENT NUMBER, ALSO BEING THE WESTERLY LINE OF LOT 2 BURNHAM TRACT, A DISTANCE OF 106.79'FEET; THENCE S 47°05' 11" W A DISTANCE OF 67.56 FEET TO A POINT ON THE SOUTHERLY LINE OF THE PROPERTY DESCRIBED IN DOCUMENT NUMBER 91034908 OF THE WASHINGTON COUNTY DEED RECORDS ALSO BEING THE NORTHERLY LINE OF THE PROPERTY DESCRIBED IN DOCUMENT NUMBER 801.4391 OF THE WASHINGTON COUNTY DEED RECORDS; THENCE S 430 07'15"E, ALONG SAID SOUTHERLY LINE A DISTANCE OF 82.95 FEET TO THE POINT OF BEGINNING. CONTAINING 2802 SQUARE FEET. EXHIBIT B: Page 1 of 1 (EXHIBIT B to Purchase and Sale Agreement and Joint Escrow Instructions Page 8 of 11) EXHIBIT C to Temporary Access Easement for Construction LEGAL DESCRIPTION FOR ACCESS EASEMENT A TRACT OF LAND SITUATED IN THE NORTHEAST ONE QUARTER OF THE SECTION 2, TOWNSHIP 2 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEASTERLY CORNER OF DOCUMENT NUMBER 91034908; THENCE N'03° 52'33"W, ALONG THE EASTERLY LINE OF SAID DOCUMENT NUMBER, ALSO BEING THE WESTERLY LINE OF LOT 2 BURNHAM TRACT, A DISTANCE OF 106.79; THENCE S 4711061 1" W A DISTANCE OF 26.00 FEET TO THE TRUE POINT OF BEGINNING; THENCE S 47°05'11" W A DISTANCE OF 41.56 FEET TO THE SOUTHERLY LINE OF SAID DOCUMENT NUMBER; THENCE N 43° 07' 15" W A DISTANCE OF 94.63 FEET TO A POINT 2.00' FROM THE EXISTING WAREHOUSE BUILDING, WHEN MEASURED AT RIGHT ANGLES; THENCE N 47° 05' 11" E, PARALLEL WITH AND 2.00 FEET FROM(WHEN MEASURED AT RIGHT ANGLES) THE WAREHOUSE BUILDING, A DISTANCE OF 66.67 FEET; THENCE N 42° 54'49"W, PARALLEL WITH AND 1.00 FEET FROM(WHEN MEASURED AT RIGHT ANGLES) THE WAREHOUSE BULDING, A DISTANCE OF 32.40 FEET; THENCE N 520 54'45"W A DISTANCE OF 32.70 FEET; THENCE N 510 42'59"W A DISTANCE OF 48.43 FEET; THENCE N 600 47' 47"W A DISTANCE OF 32.77 FEET TO THE EASTERLY RIGHT OF WAY OF MAIN STREET; THENCE N 59° 18'34"E, ALONG SAID RIGHT OF WAY, A DISTANCE OF 17.33 FEET; THENCE S 60° 4747"E E A DISTANCE OF 25.26 FEET; THENCE S 51 ° 42' 59" E A DISTANCE OF 49.45 FEET; THENCE S 520 54'45" E A DISTANCE OF 39.62 FEET; THENCE S 42° 54'49" E A DISTANCE OF 30.57 FEET; THENCE S 550 21'44"E A DISTANCE OF 18.73 FEET; THENCE S 180 11'31" E A DISTANCE OF 19.43 FEET; THENCE S 00° 16'20" W A DISTANCE OF 45.67 FEET THENCE S 290 33'55"E A DISTANCE OF, 23.50 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 8509 SQUARE FEET. EXHIBIT C: Page 1 of 1 (E)CHIBIT B to Purchase and Sale Agreement and Joint Escrow Instructions Page 9 of 11) ICHIBIT D to Temporary Access ' Easement for Construction % D K z /J\`\ X \9 N op O / P,,LcyO~' ` , rte;' ♦ a r %l rI \ b Y ` < \ \ 06 wall 10"~ ~bW 0 ♦ ~r w u.er v p , 411 a 33 OS O \ • 3T Z T1' ♦ % . JEAN VERMILYE 12500 SW MAINi ' \ i CHAR ES .AND , ARLIE WOOCARO % 12490 SW MAIN DOLAN & COMPANY INC. 12520 SW MAIN STREET Y EXHIBIT D: Page 1 of 1 y z. SOuniwEST PORTLAND PARTNERSHIP FAMILIAN NW 9050 SW BURNHAM % (EXHIBIT B to Purchase and Sale Agreement and Joint , Escrow Instructions Page 10 of 11) •y T t~ 1~-"--A ate r f j I ilk t yl, " pet ID E S X~ A f 1~ t~ ~r 8 .i p~ t cv ~ D i a a ' IL