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2011-036015 ' kr1 // g o '�{ 1 / 1 31 Washington County, Oregon 2011- 036015 �Cl 06/13/2011 00:20:66 PM D -DW Cnle1 6tnel K ORUNEWALD $30.00 18.00 $11.00 $16.00 - Total a $61.00 After recording return to: VhIIII II I� III�II 2 11II11111�I 111111 The City of Tigard I, Richard Hobernlcht, Director of Assessment and ex ac Taxation and Ex.ORICIo County Clerk for Washington 13125 SW Hall Blvd. County, Oregon, do hereby certlf that the within Instrument of writing was rec l eqd rrs orded In the l•. Tigard, Oregon 97223 book of records of said coupy. CU/y Richard Hobernlcht, Director of Assessment and gaeax Taxation, Ex- Officio County Clerk Until a change is requested, all tax statements shall be sent to the following address: The City of Tigard 13125 SW Hall Blvd. Tigard, Oregon 97223 STATUTORY WARRANTY DEED THE TRUST FOR PUBLIC LAND, a California nonprofit public benefit corporation, Grantor, conveys and warrants to THE CITY OF TIGARD, an Oregon municipal corporation, Grantee, the real property located in Washington County, Oregon, and described on the attached Exhibit A, free of all encumbrances, except those described on the attached ° Exhibit B. ® N The true consideration for this conveyance is $5,000,000.00. s BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON I 1 L TRARINE U INE BE PS N'S IGHS, tz ANY NSFER , UNDER ORS FEE 195.300, 195.301 SHO AND LD 195,305 QUIR A TO OUT 195.336 TH AND ER SECTIONS O R 5 TT O 1 1, E v CHAPTER 424, OREGON LAWS 2007, AND SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009. THIS INSTRUMENT DOES NOT ALLOW USE OF THE • d PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE Z LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, AND SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009. Dated this /I -day of May, 2011. -1- The Trust for Public Land, a California nonprofit public benefit corporation 414440 By: J i'`Pri Thomas E. Tyner, Rkgional Counsel State of WASHINGTON County of King This instrument was acknowledged before me on May /I , 2011, by Thomas E. Tyner, Regional Counsel of The Trust for Public Land, a California nonprofit public benefit corporation. fii W � f Notary Public for the State of Washington `. i ACCEPTED: � ' • •. a ••• , . �OF wAS f i g THE CITY OF TIGARD, an Oregon municipal corporation By: / /_ Title: ai Aki---912-tr Date: _5/HA -2- State of OREGON County of Ii/I/1,2Ct This instrument was acknowledged before me on `--tg / /, , 2011, by ( PraCSe r , of the City of Tigard, an Oregon rir(micipal corporation. o FFlCI AI SEAL CAROL A KRAGER NomRY Notary Public for the State of Oregon COMMISSION NO. 446625 MY COMMISSION EXPIRES FEBRUARY 23, 2014 -3- EXHIBIT A Legal Description BEING TRACTS OF LAND AS DESCRIBED IN THE FOLLOWING DOCUMENTS: 98- 070527, 2003 - 020130, 2000- 061432, 2004 - 107939, BOOK 1151, PAGE 113, 2004- 082311, 2004 - 082312, 2005- 27699, AND 97- 084282 ALL WASHINGTON COUNTY DEED RECORDS, SITUATED IN THE SOUTHEAST ONE- QUARTER OF SECTION 5, TOWNSHIP 2 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, IN COUNTY OF WASHINGTON, STATE OF OREGON, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THAT TRACT OF LAND DESCRIBED IN DOCUMENT NO. 97- 084282, WHICH BEARS NORTH 89° 50' 44" WEST, 571.41 FEET ALONG THE SOUTH LINE OF SECTION AND NORTH 00 °41'42" EAST, 20.00 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION 5 BEING MARKED WITH AN ALUMINUM DISC IN CONCRETE; THENCE ALONG A LINE 20.00 FEET NORTHERLY OF, AND PARALLEL WITH SAID SOUTH SECTION LINE NORTH 89° 50' 44" WEST, 212.90 FEET TO THE SOUTHWEST CORNER OF SAID TRACT; THENCE SOUTH 00° 41' 42" WEST, 20.00 FEET TO SAID SOUTH SECTION LINE; THENCE ALONG SAID SOUTH SECTION LINE NORTH 89° 50' 44" WEST, 233.64 FEET TO A POINT ON THE SOUTHERLY EXTENSION OF THE EASTERLY LINE OF THAT TRACT OF LAND DESCRIBED IN DOCUMENT NO. 80- 019854; THENCE ALONG SAID EASTERLY LINE NORTH 00° 43' • 00" EAST, 200.00 FEET TO THE NORTHEAST CORNER THEREOF; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT NORTH 89° 50' 44" WEST, 124.00 FEET TO THE NORTHWEST CORNER THEREOF; THENCE ALONG THE WESTERLY LINE OF SAID TRACT SOUTH 00° 43' 00" WEST, 180.00 FEET TO THE SOUTHEAST CORNER OF THAT TRACT OF LAND DESCRIBED IN DOCUMENT NO. 2004 - 107939, BEING 20.00 FEET NORTHERLY OF, WHEN MEASURED PERPENDICULAR TO SAID SECTION LINE; THENCE ALONG THE SOUTHERLY LINE OF SAID TRACT THE FOLLOWING THREE (3) CALLS; THENCE PARALLEL WITH SAID SECTION LINE NORTH 89° 50 44" WEST, 180.00 FEET; THENCE LEAVING SAID PARALLEL LINE, NORTH 00° 43' 00" EAST, 20.00 FEET; THENCE NORTH 89° 50' 44" WEST, 23.33 FEET TO A POINT BEING 40.00 FEET NORTHERLY OF, WHEN MEASURED PERPENDICULAR TO SAID SECTION LINE; THENCE SOUTH 00° 43' 00" WEST, 40.00 FEET TO THE SOUTH SECTION LINE; THENCE ALONG SAID SOUTH SECTION LINE NORTH 89° 50' 44" WEST, 107.00 FEET TO A POINT ON THE SOUTHERLY EXTENSION OF THE EASTERLY LINE OF THAT TRACT OF LAND DESCRIBED IN DOCUMENT NO. 2002- 161976; THENCE ALONG THE EASTERLY LINE OF SAID TRACT NORTH 00° 41' 34" EAST, 240.00 FEET TO THE SOUTHERLY LINE OF THAT TRACT DESCRIBED IN DOCUMENT NO. 2002- 128525; THENCE ALONG SAID SOUTHERLY LINE SOUTH 89° 50' 44" EAST, 42.89 FEET TO THE SOUTHEAST CORNER OF SAID TRACT; THENCE ALONG THE EASTERLY LINES OF THOSE TRACTS DESCRIBED IN DOCUMENT NO. 2002 - 128525 AND DOCUMENT NO. 2005 - 134615 NORTH 00° 40' 00" EAST, 399.77 FEET TO THE SOUTHERLY LINE OF THAT TRACT DESCRIBED IN DOCUMENT NO. 2004 - 046173; THENCE ALONG SAID SOUTHERLY LINE SOUTH 89° 46' 29" EAST, 85.62 FEET TO THE SOUTHEAST CORNER THEREOF; THENCE ALONG THE EASTERLY LINE OF SAID TRACT, NORTH 00° 43' 00" EAST, 161.39 FEET TO THE MOST NORTHERLY EAST CORNER THEREOF; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT NORTH 79° 30' 00" WEST, 243.12 FEET TO A POINT ON THE EASTERLY RIGHT -OF -WAY LINE OF SUNRISE LANE (BEING 20.00 FROM THE CENTERLINE THEREOF, WHEN MEASURED PERPENDICULAR THERETO); THENCE ALONG SAID RIGHT -OF -WAY LINE THE FOLLOWING FOUR (4) CALLS: NORTH 14° 15' 05" WEST, 98.41 FEET; THENCE NORTH 17° 04'55" EAST, 72.15 FEET; THENCE NORTH 43° 11' 55" EAST, 116.47 FEET; THENCE NORTH 04° 35' 55" EAST, 84.20 FEET TO THE SOUTHWEST CORNER OF THAT TRACT DESCRIBED IN DOCUMENT NO. 95- 037734; THENCE ALONG THE SOUTHERLY LINE OF SAID TRACT SOUTH 89° 28' 42" EAST, 699.75 FEET TO THE NORTHWEST CORNER OF THAT TRACT DESCRIBED IN DOCUMENT NO. 2001 - 085039; THENCE ALONG THE WESTERLY LINE OF SAID TRACT THE FOLLOWING FIVE (5) COURSES: SOUTH 00° 41 42' WEST, 393.64 FEET; THENCE SOUTH 89° 50' 44" EAST, 100.00 FEET; THENCE SOUTH 00° 41' 42" WEST, 480.00 FEET; THENCE SOUTH 89° 50' 44" EAST, 112.90 FEET; THENCE SOUTH 00° 41' 42' WEST, 280.00 FEET TO SAID POINT OF BEGINNING. THE LEGAL DESCRIPTION WAS CREATED PRIOR TO JANUARY 01, 2008. A -1 1 EXHIBIT B Permitted Encumbrances 1. These premises are within the boundaries of the Clean Water Services District and are subject to the levies and assessments thereof 2. Rights of the public in and to that portion of the land lying within the streets, roads and highway. 3. The terms, provisions and easement(s) contained in the document entitled "Easement Agreement" recorded February 11, 1980 as Fee No. 80004697 of Official Records, modified by a document recorded July 29, 1980 as Fee No. 80025945. 4. The terms and provisions contained in the documents entitled "Maintenance Agreement for SW 150 North of Bull Mountain Road and SW Sunrise Lane" recorded July 21, 1980 as Fee No. 80024956 of Official Records. 5. The terms and provisions contained in the document entitled "Roadway Maintenance Agreement" recorded January 07, 1988 as Fee No. 88000607 of Official Records. 6. Restrictive Covenant to Waive Remonstrance, pertaining to mineral and aggregate resource extraction and processing activities including the terms and provisions thereof recorded January 20, 1988 as Fee No. 88002666 7. The terms, provisions and easement(s) contained in the document entitled "Easement Covenant and Servitude recorded September 4, 2001 as Fee No. 2001- 090046 of Official Records. 8. Mineral Reservation as contained in Deed recorded October 3, 2006 as Fee No. 2006 - 117766 from DRH Energy, Inc., a Colorado corporation for natural gas, minerals and other hydrocarbons. 9. Mineral. Reservation as contained in Deed recorded October 3, 2006 as Fee No. 2006 - 117767 from DRH Energy, Inc., a Colorado corporation for natural gas, minerals and other hydrocarbons. 10. Mineral Reservation as contained in Deed recorded October 3, 2006 as Fee No. 2006- 117768 from DRH Energy, Inc., a Colorado corporation for natural gas, minerals and other hydrocarbons. 11. Mineral Reservation as contained in Deed recorded October 3, 2006 as Fee No. 2006- 117769 from DRH Energy, Inc., a Colorado corporation for natural gas, minerals and other hydrocarbons, re- recorded November 1, 2006 as Fee No. 2006 - 129680 of Official Records. -1- 12. Mineral Reservation as contained in Deed recorded October 3, 2006 as Fee No. 2006- 117771 from DRH Energy, Inc., a Colorado corporation for natural gas, minerals and other hydrocarbons, re- recorded November 1, 2006 as Fee No. 2006 - 129682 of Official Records. 13. Mineral Reservation as contained in Deed recorded October 3, 2006 as Fee No. 2006- 117772 from DRH Energy, Inc., a Colorado corporation for natural gas, minerals and other hydrocarbons, re- recorded November 1, 2006 as Fee No. 2006 - 129683 of Official Records. 14. The terms and provisions contained in the document entitled "Waiver of Surface Rights" recorded November 7, 2008 as Fee No. 2008 - 091421 of Official Records, re- recorded January 22, 2009 as Fee No. 2009 - 005345 of Official records. 15. The terms and provisions contained in a document entitled "Memorandum of Additional Consideration" recorded October 22, 2009 as Fee No. 2009 - 093506 of Official Records. - -2- AGREEMENT FOR PURCHASE OF REAL PROPERTY (Sunrise Property) BETWEEN: Oregon State Office The Trust for Public Land ("Seller") 806 SW Broadway, Suite 300 Portland, Oregon 97213 Attn: Robert Betcone Office: (503)228-6620 • FAX: (503)228-4529 And: Attn. Tom Tyner 1011 Western Avenue Suite 605 Seattle, WA 98104 Office: (206)274-2903 Fax: (206) 382-3414 AND: City of Tigard ("Buyer") 13325 SW Hall Blvd. Tigard, Oregon 97223 Attn:Craig Prosser, City Manager Office: (503) 718-2486 DATED: November Z( ,2010 ("Effective Date") RECITALS A. Seller holds an exclusive option to purchase approximately 20 acres of certain real property located in Washington County, Oregon, known as the Sunrise property (hereinafter the "Subject Property"), which is legally described in the attached Exhibit A. The Subject Property includes any improvements, fixtures,timber, water and minerals located thereon, and any and all rights appurtenant thereto owned by Seller, including but not limited to development rights, timber rights, water rights, grazing rights, access rights and mineral rights. B. Buyer wishes to purchase the Subject Property from Seller and Seller wishes to sell the Subject Property to Buyer on the terms and conditions set forth in this Agreement for Purchase of Real Property(the"Agreement"). C. Seller is a national nonprofit land conservation company. Seller is in the business of establishing land conservation by working with local, state and federal partners. While Seller has coordinated with Buyer in the identification of the Subject Property, Seller is in no way an agent of Buyer. AGREEMENT NOW, THEREFORE, in consideration of the Recitals set forth above, which are contractual, and for other good and valuable consideration described in this Agreement, the 50014-36792.010103 634_7.doc I DRF/11/23/2010 1 receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as set forth below. SECTION 1 General Provisions 1.1 Purchase and Sale. Seller agrees to sell to Buyer and Buyer agrees to buy from Seller the Subject Property on the terms and conditions set forth herein. 1.2 Purchase Price. The purchase price for the Subject Property shall be $5,000,000.00(Five Million Dollars)(the"Purchase Price"). 1.3 Purchase Terms. The Purchase Price shall be paid in cash on the closing date. 1.4 Future Action. During the term of this Agreement, Seller shall not, without the prior written consent of Buyer, execute or consent to the execution of any document, agreement or other instrument which may result in an alteration of the condition of title as approved by Buyer pursuant to the preliminary title report, or impair the ability of Seller to deliver title to the Subject Property to Buyer. 1.5 Possession. Except as specifically set forth in this Agreement,there are no leases, licenses or other agreements permitting,nor has Seller entered any course of conduct that would permit any person or entity to occupy or use any portion of the Subject Property. Seller shall deliver immediate and exclusive possession of the entire Subject Property to Buyer at closing. 1.6 Condition. The Subject Property is being sold "as-is". Buyer has inspected the Subject Property and is satisfied with the physical condition. SECTION 2 Conditions Precedent to Closing 2.1 Seller's Vesting. This Agreement shall remain contingent upon Seller's successful acquisition of the Subject Property. Seller shall not be obligated to exercise its option with the current owner of the Subject Property. 2.2 Title Review. Buyer has reviewed and approved the condition of title including any reserved easements or proposed easements. Buyer's approval of any new encumbrance which does not appear on that certain preliminary title report dated August 18, 2010(reference number 417121) shall be a condition to closing. 2.3 Availability of Funds. Seller understands that Buyer intends to use funds from the issuance of park bonds recently approved by voters. This Agreement is not contingent upon the issuance of such bonds nor contribution from other parties. 2.4 Environmental. Seller commissioned an environmental assessment of the Subject Property by a qualified environmental professional following ASTM Practice E 1527-05, which assessment was dated October 21, 2010 with reference number 0704290. Said assessment indicated no"recognized environmental conditions" as defined by the standard. Buyer's 50014-36792.010 203634_7.docDRF/J 1 1/23/2010 2 approval of any change to the environmental condition of the Subject Property subsequent to the date of such assessment, based on its due diligence and inspections, is a condition to closing. 2.5 Appraisal. Buyer has received an appraisal report for the Subject Property and approves same. 2.6 Contingency Failure. In the event any of the contingencies set forth in Section 2 are not timely satisfied or waived,for a reason other than the default of the Buyer or the Seller under this Agreement,this Agreement and the rights and obligations of the Buyer and the Seller shall terminate, except as otherwise provided. SECTION 3 Seller and Buyer Representations Seller's Representations. Seller makes the following representations: 3.1 Seller has full power and authority to enter into this Agreement. 3.2 Seller has not entered into any other contracts for the sale of the Subject Property or any portion thereof, nor do there exist any rights of first refusal or options to purchase the Subject Property(except for the option described in Recital A of this Agreement). 3.3 Within Seller's knowledge,there is no suit, action, arbitration, legal, administrative or other proceeding or inquiry pending or threatened against the Subject Property or pending or threatened against Seller which could affect Seller's title to the Subject Property, affect the value of the Subject Property, or subject an owner of the Subject Property to liability. The representations and warranties of Seller contained herein shall be effective through the close of escrow. Buyer's Representations. Buyer makes the following representations: 3.4 Buyer has all requisite authority and power to enter into this Agreement. 3.5 Neither Buyer's execution of this Agreement nor its taking any of the actions contemplated hereunder will violate any City, County, State or Federal Codes or Ordinances, or other governmental regulations. 3.6 The representations and warranties of Buyer contained herein shall be effective through the close of escrow. SECTION 4 Closing and Escrow 4.1 Escrow. Upon execution of this Agreement, or as soon thereafter as is convenient, the parties shall open an escrow with First American Title,National Commercial Services, 200 SW Market St., Portland, Oregon(the "Escrow Holder") for the purpose of closing the purchase and sale of the Subject Property. 4.2 Closing. Closing on the purchase and sale of the Subject Property shall occur on or about May 15, 2010, subject to Seller's vesting to title in the Subject Property as described in 50014-36792 010 203634_7.doc 1 DRF/11/23/2010 3 Section 2.1. 4.3 Seller to Deliver at Closing. 4.3.1.1 Title. Title shall be conveyed to Buyer,via statutory warranty deed (the "Deed") and shall be free and clear of all title defects, liens, encumbrances, deeds of trust, and mortgages except: (a)the standard printed exceptions on a form of title insurance policy; and (b) the special exceptions showing on the First American Title Preliminary Title Report, Order No. 417121 (attached as Exhibit B). At the close of escrow, Escrow Holder shall cause the Deed to be recorded in the official property records of Washington County and shall subsequently deliver conformed copies of the Deed to the parties. 4.3.1.2 Proof of Authority. Such proof of the Seller's authority and authorization to enter into this Agreement and consummate the transaction contemplated by it, and such proof of the power and authority of the persons executing and/or delivering any instruments, documents, or certificates on behalf of the Seller to act for or bind the Seller, as may be reasonably required by the Title Company and/or the Buyer. 4.3.1.3 Nonforeign Certification. The Seller represents and warrants that it is not a"foreign person"as defined in IRC §1445. If required by the Buyer, Seller will give an affidavit to the Buyer to this effect in the form required by that statute and related regulations. 4.3.1.4 Closing Expenses and Fees. The escrow fee shall be paid one-half by Buyer and one-half by Seller. Seller will pay the premium on the ALTA title policy insuring Buyer's interest. Real estate taxes, if any, on the Subject Property shall be prorated between the Seller and Buyer as of the close of escrow based upon the latest available tax bill. Other fees and charges shall be allocated in accordance with the customary practices of Washington County, Oregon. 4.3.1.5 Title Insurance. Buyer shall be provided with a standard ALTA owner's policy of title insurance, at Seller's expense, in the full amount of the Purchase Price insuring that title to the Subject Property is vested in Buyer upon close of escrow subject only to the exceptions noted in Section 4.3.1. SECTION 5 Defaults and Remedies 5.1 Buyer's Default and Seller's Remedies. If Buyer breaches this Agreement, which breach Buyer fails to cure within twenty(20) days after receipt of written notice thereof from Seller,Buyer shall be in default hereunder and Seller shall be entitled to any and all remedies at law or equity. 5.2 Seller's Default and Buyer's Remedies. If Seller breaches this Agreement, which breach Seller fails to cure within twenty (20)days after receipt of written notice thereof from Buyer, Seller shall be in default hereunder and Buyer shall be entitled to any and all remedies at law or equity. 50014-36792010 203634_7.doclDRF/11/23/2010 4 SECTION 6 Miscellaneous 6.1 Notices. All notices pertaining to this Agreement shall be in writing delivered to the parties hereto personally by hand,courier service or Express Mail,or by first class mail, postage prepaid,at the addresses set forth on the first page of this Agreement. All notices shall be deemed given when deposited in the mail,first class postage prepaid,addressed to the party to be notified,or if delivered by hand,courier service or Express Mail,shall be deemed given when delivered. The parties may,by notice as provided above, designate a different address to which notice shall be given. 6.2 No Broker's Commission. Each party represents to the other that it has not used a real estate broker in connection with this Agreement or the transaction contemplated by this Agreement. In the event any person asserts a claim for a broker's commission or finder's fee against one of the parties to this Agreement,the party against whom the claim is asserted will hold the other party harmless from said claim. 6.3 Time of the Essence. Time is of the essence under this Agreement. 6.4 Binding on Successors. This Agreement shall be binding not only upon the parties but also upon their assigns,and other successors in interest. Neither party shall assign its rights and/or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld,conditioned or delayed. 6.5 Additional Documents. Seller and Buyer agree to execute such additional documents,including escrow instructions,as may be reasonable and necessary to carry out the provisions of this Agreement. 6.6 Entire Agreement;Modification; Waiver. This Agreement constitutes the entire agreement between Seller and Buyer pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements,representations,and understandings. No supplement,modification or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar,nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 6.7 Counterparts. This Agreement may be executed in counterparts,each of which shall be deemed an original and which together shall constitute one and the same agreement. 6.8 Severability. Each provision of this Agreement is severable from any and all other provisions of this Agreement. Should any provision(s)of this Agreement be for any reason unenforceable,the balance shall nonetheless be of full force and effect. 6.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon. 6.10 Statutory Notice under ORS 93.040. THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND 50014-36792.010 203634_7.docl DRF/11/23/2010 5 REGULATIONS THAT, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND THAT LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, AND SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009. 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 THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL,AS DEFINED IN ORS 92.010 OR 215.010,TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL,TO VERIFY THE EXISTENCE OF FIRE PROTECTION FOR STRUCTURES AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY,UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, AND SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009. 6.11 Damage or Destruction; Condemnation. Until the transfer of legal title, the risk of loss shall be retained by the Seller. The Seller shall keep the Subject Property fully insured until the transfer of legal title. In the event of any material portion of the Subject Property is damaged,destroyed,or condemned or threatened with condemnation before the transfer of legal title,the Buyer may terminate this Agreement. In such event,this Agreement shall have no further force or effect whatsoever. If a nonmaterial portion of the Subject Property is destroyed then Buyer is obligated to close this transaction as provided for herein and to pay the full Purchase Price to the Seller. In such event,the Buyer shall be assigned all insurance proceeds or condemnation proceeds payable to or for the account of the Seller. 6.12 Attorneys' Fees. If any action is instituted between Seller and Buyer in connection with this Agreement,the party prevailing in such action shall be entitled to recover from the other party all of its costs of action, including,without limitation,attorneys' fees and costs, as fixed by the court therein, at trial or on appeal. In addition, if either party incurs attorneys' fees or costs in successfully enforcing any right under this Agreement, such attorneys' fees and costs shall be recoverable from the other party hereto. IN WITNESS of the foregoing provisions the parties have signed this Agreement below: BUYER: SELLER: CITY OF • : THE TRUST FOR PUBLIC LAND By: By: :3____Va..AZfr Title: a Title: ( j4 . 1 50014-36792.010 203634_7.docIDRF/11/23/1010 6 Date: Date: \� V-1-°11 Iv Approved as to F o : By:'!jj & I A Title: City Attorney Date: <(17.-.1)116 50014-36792.010203634_7.docIDRF/11/23/1010 7 Exhibit"A" Real property in the County of Washington,State of Oregon,described as follows: BEING TRACTS OF LAND AS DESCRIBED IN THE FOLLOWING DOCUMENTS:98-070527,2003-020130, 2000-061432,2004-107939,BOOK 1151,PAGE 113,2004-082311,2004-082312,2005-27699,AND 97- 084282 ALL WASHINGTON COUNTY DEED RECORDS,SITUATED IN THE SOUTHEAST ONE-QUARTER OF SECTION 5,TOWNSHIP 2 SOUTH,RANGE 1 WEST,WILLAMETTE MERIDIAN,IN COUNTY OF WASHINGTON,STATE OF OREGON,MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF THAT TRACT OF LAND DESCRIBED IN DOCUMENT NO. 97-084282,WHICH BEARS NORTH 89°50'44"WEST,571.41 FEET ALONG THE SOUTH LINE OF SECTION AND NORTH 00°41'42"EAST,20.00 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION 5 BEING MARKED WITH AN ALUMINUM DISC IN CONCRETE;THENCE ALONG A LINE 20.00 FEET NORTHERLY OF,AND PARALLEL WITH SAID SOUTH SECTION LINE NORTH 89°50'44"WEST,212.90 FEET TO THE SOUTHWEST CORNER OF SAID TRACT;THENCE SOUTH 00°41'42"WEST,20.00 FEET TO SAID SOUTH SECTION LINE;THENCE ALONG SAID SOUTH SECTION LINE NORTH 89°50'44"WEST, 233.64 FEET TO A POINT ON THE SOUTHERLY EXTENSION OF THE EASTERLY LINE OF THAT TRACT OF LAND DESCRIBED IN DOCUMENT NO.80-019854;THENCE ALONG SAID EASTERLY LINE NORTH 00°43' 00"EAST,200.00 FEET TO THE NORTHEAST CORNER THEREOF;THENCE ALONG THE NORTHERLY LINE OF SAID TRACT NORTH 89°50'44"WEST,124.00 FEET TO THE NORTHWEST CORNER THEREOF; THENCE ALONG THE WESTERLY LINE OF SAID TRACT SOUTH 00°43'00"WEST, 180.00 FEET TO THE SOUTHEAST CORNER OF THAT TRACT OF LAND DESCRIBED IN DOCUMENT NO.2004-107939, BEING 20.00 FEET NORTHERLY OF,WHEN MEASURED PERPENDICULAR TO SAID SECTION LINE;THENCE ALONG THE SOUTHERLY LINE OF SAID TRACT THE FOLLOWING THREE(3)CALLS;THENCE PARALLEL WITH SAID SECTION LINE NORTH 89°50 44"WEST, 180.00 FEET;THENCE LEAVING SAID PARALLEL LINE, NORTH 00°43'00"EAST,'20.00 FEET;THENCE NORTH 89°50'44"WEST,23.33 FEET TO A POINT BEING 40.00 FEET NORTHERLY OF,WHEN MEASURED PERPENDICULAR TO SAID SECTION LINE; THENCE SOUTH 00°43'00"WEST,40.00 FEET TO THE SOUTH SECTION LINE;THENCE ALONG SAID SOUTH SECTION LINE NORTH 89°50'44"WEST, 107.00 FEET TO A POINT ON THE SOUTHERLY EXTENSION OF THE EASTERLY LINE OF THAT TRACT OF LAND DESCRIBED IN DOCUMENT NO.2002- 161976;THENCE ALONG THE EASTERLY LINE OF SAID TRACT NORTH 00°41'34"EAST,240.00 FEET TO THE SOUTHERLY UNE OF THAT TRACT DESCRIBED IN DOCUMENT NO. 2002-128525;THENCE ALONG SAID SOUTHERLY LINE SOUTH 89°50'44"EAST,42.89 FEET TO THE SOUTHEAST CORNER OF SAID TRACT;THENCE ALONG THE EASTERLY LINES OF THOSE TRACTS DESCRIBED IN DOCUMENT NO. 2002-128525 AND DOCUMENT NO.2005-134615 NORTH 00°40'00"EAST,399.77 FEET TO THE SOUTHERLY LINE OF THAT TRACT DESCRIBED IN DOCUMENT NO.2004-046173;THENCE ALONG SAID SOUTHERLY LINE SOUTH 89°46'29"EAST,85.62 FEET TO THE SOUTHEAST CORNER THEREOF; THENCE ALONG THE EASTERLY LINE OF SAID TRACT,NORTH 00°43'00"EAST,161.39 FEET TO THE MOST NORTHERLY EAST CORNER THEREOF;THENCE ALONG THE NORTHERLY LINE OF SAID TRACT NORTH 79°30'00"WEST,243.12 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY LINE OF SUNRISE LANE(BEING 20.00 FROM THE CENTERLINE THEREOF,WHEN MEASURED PERPENDICULAR THERETO);THENCE ALONG SAID RIGHT-OF-WAY LINE THE FOLLOWING FOUR(4)CALLS: NORTH 14° 15'05"WEST,98.41 FEET;THENCE NORTH 17°04'55"EAST,72.15 FEET;THENCE NORTH 43° 11'55" EAST, 116.47 FEET;THENCE NORTH 04°35'55"EAST,84.20 FEET TO THE SOUTHWEST CORNER OF THAT TRACT DESCRIBED IN DOCUMENT NO.95-037734;THENCE ALONG THE SOUTHERLY LINE OF SAID TRACT SOUTH 89°28'42"EAST,699.75 FEET TO THE NORTHWEST CORNER OF THAT TRACT DESCRIBED IN DOCUMENT NO.2001-085039;THENCE ALONG THE WESTERLY LINE OF SAID TRACT THE FOLLOWING FIVE(5)COURSES:SOUTH 00°41 42'WEST,393.64 FEET;THENCE SOUTH 89°50' 44"EAST, 100.00 FEET;THENCE SOUTH 00°41'42"WEST,480.00 FEET;THENCE SOUTH 89°50'44" EAST, 112.90 FEET;THENCE SOUTH 00°41'42'WEST,280.00 FEET TO SAID POINT OF BEGINNING. First American Title 50014-36792.010 203634 7.doc\DRF/11/232010 Exhibit "6" Special Exceptions • +kt A4tlA.,� First American Title Insurance Company National Commercial Services 200 SW Market Street,Suite 250 Portland,Oregon 97201 Escrow Officer: Trevor Cheyne Phone: (503)790-7852 Fax: (866)678-0591 E-mail tcheyne @firstam.com File No: NCS-417121-OR1 Ttle Officer: Steve Manome Phone: (503)219-8742 Fax: (866)678-0591 E-mail smanome©firstam.com File No: NCS-417121-OR1 REVISED PRELIMINARY TITLE REPORT NO. 2 ALTA Owners Standard Coverage Liability $ 1,025,000.00 Premium $ TBD ALTA Owners E tended Coverage Liability $ Premium $ ALTA Lenders Standard Coverage Liability $ Premium $, ALTA Lenders Extended Coverage Liability $ TBD Premium $ TBD ALTA Leasehold standard Coverage Uabllty $ Premium $ ALTA I eawhold E,derded Coverage Liability $ Premium $ Endorsements Liability $ Premium $ Govt Service Charge Cost $ Other f We are prepared to issue Title Insurance Policy or Policies in the form and amount Mown above,Insuring title to the following described land: The land referred to in this report is described in Exhibit"A"attached hereto. and as of 08/18/2010 at 8:00 a.m.,title vested in: Sunrise Lane Ventures LLC,an Oregon limited liability company Subject to the exceptions,exclusions,and stipulations which are ordinarily part of such Policy form and the following: • This report Is for the occlusive use of the parties herein shown and Is preliminary to the issuance of a site Insurance policy and shall become void unless a policy is issued,and the full premium paid. 50014-36792.010 203634 7.doc\DRF/11/23/2010 Preliminary Report Order Number NCS-417121-0R1 Page Number. 2 1. This item has been intentionally deleted. 2. This item has been intentionally deleted. 3. This item has been intentionally deleted. 4. This item has been intentionally deleted. 5. This item has been intentionally deleted. 6. This item has been intentionally deleted. 7. This item has been intentionally deleted. 8. This item has been intentionally deleted. 9. This item has been intentionally deleted. 10. This item has been intentionally deleted. 11. City liens,if any,for the city of Tigard. Note:An inquiry has NOT been made concerning the actual status of such liens.A fee of$25.00 will be charged per tax account each time an inquiry request is made. 12. These premises are within the boundaries of the Clean Water Services District and are subject to the levies and assessments thereof. 13. Rights of the public in and to that portion of the land lying within streets,roads and highways. 14. This item has been intentionally deleted. 15. The terms,provisions and easement(s)contained in the document entitled"Easement Agreement"recorded February 11,1980 as Fee No.80004697 of Offidal Records. Document(s)declaring modifications thereof recorded July 29,1980 as Fee No.80025945 of Official Records. 16. The terms and provisions contained in the document entitled"Maintenance Agreement for SW 150th North of Bull Mountain Road and SW Sunrise Lane"recorded July 21, 1980 as Fee No. 80024956 of Offidal Records. 17. The terms and provisions contained in the document entitled"Roadway Maintenance Agreement' recorded January 07,1988 as Fee No.88000607 of Official Records. 18. Restrictive Covenant to Waive Remonstrance,pertaining to mineral and aggregate resource extraction and processing activities including the terms and provisions thereof Recorded:January 20,1968 as Fee No.88002666 ,rstAmerican Title 50014-36792.010 203634 7.doc\DRF/11/23/2010 Preliminary Report Order Number NCS-417121-0R1 Page Number 3 19. The terms,provisions and easement(s)contained in the document entitled"Easement,Covenant and Servitude"recorded September 04,2001 as Fee No.2001-090046 of Official Records. 20. Mineral Reservation as contained in Deed recorded October 03,2006 as Fee No.2006- 117766 from DRH Energy,Inc.,a Colorado corporation for natural gas,minerals and other hydrocarbons. 21. Mineral Reservation as contained in Deed recorded October 03,2006 as Fee No.2006- 117767 from DRH Energy,Inc.,a Colorado corporation for natural gas,minerals and other hydrocarbons. 22. Mineral Reservation as contained in Deed recorded October 03,2006 as Fee No.2006- 117768 from DRH Energy,Inc.,a Colorado corporation for natural gas,minerals and other hydrocarbons. 23. Mineral Reservation as contained in Deed recorded October 03,2006 as Fee No.2006- 117769 from DRH Energy,Inc.,a Colorado corporation for natural gas,minerals and other hydrocarbons. Document re-recorded November 01,2006 as Fee No.2006-129680 of Official Records. 24. Mineral Reservation as contained in Deed recorded October 03,2006 as Fee No.2006- 117771 from DRH Energy,Inc.,a Colorado corporation for natural gas,minerals and other hydrocarbons. Document re-recorded November 01,2006 as Fee No.2006-129682 of Official Records. 25. Mineral Reservation as contained in Deed recorded October 03,2006 as Fee No.2006- 117772 from DRH Energy,Inc.,a Colorado corporation for natural gas,minerals and other hydrocarbons. Document re-recorded November 01,2006 as Fee No.2006-129683 of Official Records. 26. The terms and provisions contained in the document entitled"Waiver of Surface Rights" recorded November 07,2008 as Fee No.2008-091421 of Official Records. Document re-recorded January 22,2009 as Fee No.2009-005345 of Official Records. 27. This item has been intentionally deleted. 28. The terms and provisions contained in the document entitled"Memorandum of Additional Consideration"recorded October 22,2009 as Fee No.2009-093506 of Official Records. 29. Evidence of the authority of the individual(s)to execute the forthcoming document for Sunrise Lane Ventures LLC,an Oregon limited liability company,copies of the current operating agreement should be submitted prior to dosing. 30. Unrecorded leases or periodic tenancies,if any. First American Trde 50014-36792.010 203634 7.doc\DRF/11/23/2010 Preliminary Report Order Number NCS-417121-OR1 Page Number: 4 31. The following matters pertain to Lenders Extended coverage only: a) Parties in possession,or claiming to be in possession,other than the vestees shown herein b) Statutory liens for labor and/or materials,including liens for contributions due to the State of Oregon for employment compensation and for workman's compensation,or any rights thereto,where no notice of such liens or rights appears of record. 32. General and spedal taxes and assessments for the fiscal year 2010-2011,a lien not yet due or payable. -END OF EXCEPTIONS- First American Title 50014-36792.010203634 7.doc\DRF/11/23/2010