2015-055358 ~ Main Street ~ Saxony •
Washington County,Oregon 2015-055358
Stn=5 A STROM
07109/2015 02:01:08 PM
tn
$30.00$11.00$5.00$20.00 $66.00
I,Richard Hobernicht,Director of Assessment and Taxation and Ex-
AFTER RECORDING RETURN TO: officio County Clerk for Washington County,Oregon,do hereby
certify that the within instrument of writing was received and
recorded in the book of records of said county.
City of Tigard Richard Hobemicht,Director of
Attn: City Manager City Hall Assessment and Taxation,Ex-Officio
City Hall
13125 SW Hall Blvd
Tigard OR 97223
UNTIL A CHANGE IS REQUESTED
SEND TAX STATEMENTS TO:
•
City of Tigard
Attn: City Manager
City Hall
13125 SW Hall Blvd
Tigard OR 97223
This space provided for recorder's use.
SPECIAL WARRANTY DEED
Saxony-Pacific LLC,an Oregon limited liability company,Grantor, conveys and
specially warrants to CITY OF TIGARD,an Oregon municipal corporation, Grantee,the
following described real property free of encumbrances created or suffered by the Grantor except
as specifically set forth herein:
See Exhibit A attached hereto.
The true consideration for this conveyance is Five Hundred Fifteen Thousand Five
Hundred and No/100($515,500.00). This conveyance is made subject to the matters set forth on
Exhibit B attached hereto.
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,SECTIONS 2 TO 9 AND 17,CHAPTER 855,
OREGON LAWS 2009,AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010.
THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN
THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND
REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE
PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH
THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY
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,
Page 1 —Special Warranty Deed 30014-71024 12,2as2_r.oOcxv)'F/6126'20/s
AFTER RECORDING RETURN TO:
City of Tigard
Attn: City Manager City Hall
City Hall
13125 SW Hall Blvd
Tigard OR 97223
UNTIL A CHANGE IS REQUESTED
SEND TAX STATEMENTS TO:
City of Tigard
Attn: City Manager
City Hall
13125 SW Hall Blvd
Tigard OR 97223
This space provided for recorder's use.
SPECIAL WARRANTY DEED
Saxony-Pacific LLC,an Oregon limited liability company, Grantor, conveys and
specially warrants to CITY OF TIGARD,an Oregon municipal corporation, Grantee,the
following described real property free of encumbrances created or suffered by the Grantor except
as specifically set forth herein:
See Exhibit A attached hereto.
The true consideration for this conveyance is Five Hundred Fifteen Thousand Five
Hundred and No/100 ($515,500.00). This conveyance is made subject to the matters set forth on
Exhibit B attached hereto.
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, SECTIONS 2 TO 9 AND 17,CHAPTER 855,
OREGON LAWS 2009,AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010.
THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN
THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND
REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE
PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH
THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY
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,
Page 1 — Special Warranty Deed 50014-71024 1241081_1 DOCXV1RF/6:26/20)5
SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009,AND SECTIONS 2
TO 7, CHAPTER 8,OREGON LAWS 2010.
DATED this / day o , 2015.
GRANTOR
Saxony-Pacific, LLC, an Oregon limited liability company
By: C c2
Name: /7`ti7S 75.111
Its: frig'nGt. —
STATE OF OREGON )
).ss.
County of 0--W6friltikS__
This instrument was acknowledged before me on this day of A 2015,
by 1-4-G-iis ralKIL of Saxony-Pacific, LLC, an Ore_. , • .it-d liability corn '•�,4
mairol
ari •
ARY PUBLIC FOR OIEG• I —71:2y Commission Expires: '
ACCEPTED: OFFICIAL SEAL
JULIE R WRIGHT
GRANTEENOTARY PUBLIC•OREGON
',in.,/ COMMISSION NO. 466444
CITY OF TIGARD, an Oregon municipal corporation MY COMMISSION EXPIRES APRIL 24,2016
By:
Name:
Its:
STATE OF OREGON )
)ss.
County of )
This instrument was acknowledged before me on this day of ,2015,
by as of the City of Tigard, an Oregon municipal
corporation.
NOTARY PUBLIC FOR OREGON
My Commission Expires:
Page 2—Special Warranty Deed 50014-710241241081j.DOCXDRFY616.2015
SECTIONS 2 TO 9 AND 17,CHAPTER 855,OREGON LAWS 2009,AND SECTIONS 2
TO 7, CHAPTER 8,OREGON LAWS 2010.
DATED this �! day of ' `� � , 2015.
GRANTOR
Saxony-Pacific,LLC,an Oregon limited liability company
By:
Name: /1:-/ r'
Its: lr,7l1./1)/y
�r
STATE OF OREGON9 )
County of 1 �r��14rtfi/)s
This instrument was acknowledged before me on this day of '111L.
2015,
by r--CL TIS /-/riK1. of Saxony-Pacific,LLC,an Oregon-limit d liability corn any Ili1
4AL_ L../ttx-
•
NO'T'ARY PUBLIC FOR OREGON
Iv`1y Commission Expires: L! 71/-74
ACCEPTED: ,
�s~+,, OFFICIAL SEAL
t� JULIE R WRIGHT
GRANTEE • NOTARY PUBLIC-OREGON
COMMISSION NO. 466444
MY COMMISSION EXPIRES APRIL 24,2016
CITY OF TIGARD, an Oregon municipal corporation --
By:
Name:
• Its: ahAlj `'" r C (/f '� N MAI SAL LLEY
' - NOTARY PUBUC-0REGON
STATE OF OREGON 6 f COMMISSION NO.465295
. ,
MY COMMISSION EXPIRES MARCH 23,201$/
)ss
County of/ 1/ r1 _ )
cJ
This instrument was acknowledged before me on this 8 day of ,2015,
by eh.ja f,M. Ak ton as/s iyktiti- t'if�i/4i isof the City of Tigard,an ; -gon unicipal
corporation.
//.�-o/. / "
NOTARY PUBLIC FO' • ' GON
My Commission Expires. /f mak. 0?3 2.04,
Page 2-Special Warranty Deed iOO1-1-7f024 1241081_l.DOCXiURF16Q6,2Oi5
Exhibit A
LEGAL DESCRIPTION: Real property in the County of Washington, State of Oregon, described
as follows:
PARCEL I:
BEGINNING AT AN IRON PIPE MARKING THE NORTHWEST CORNER OF THE SOUTH
1/2 OF THE JOHN HICKLIN DONATION LAND CLAIM NO. 37 IN TOWNSHIP 2 SOUTH,
RANGE 1 WEST, WILLAMETTE MERIDIAN, WASHINGTON COUNTY, OREGON.
AND RUNNING THENCE SOUTH 45°00' WEST ON LINE BETWEEN THE SAID JOHN
HICKLIN DONATION LAND CLAIM AND THE GEORGE RICHARDSON DONATION LAND
CLAIM, A DISTANCE OF 1807.1 FEET TO A POINT; THENCE SOUTH 45°00' EAST ALONG
THE EASTERLY LINE OF THAT CERTAIN TRACT OF LAND CONVEYED TO EMIL A. AND
OLIVIA T. JOHNSON BY DEED AS RECORDED IN BOOK 118 PAGE 0069, WASHINGTON
COUNTY, DEED RECORDS A DISTANCE OF 131.0 FEET TO THE POINT OF BEGINNING
OF THE HEREIN DESCRIBED TRACT; THENCE FROM THE DESCRIBED POINT OF
BEGINNING SOUTH 45°00' EAST ALONG THE EASTERLY LINE OF SAID JOHNSON
TRACT A DISTANCE OF 93.0 FEET TO A POINT ON THE NORTHERLY LINE OF THE
PACIFIC HIGHWAY; THENCE FOLLOWING SAID NORTHERLY LINE OF THE PACIFIC
HIGHWAY ON A 5730.0 FOOT RADIUS CURVE TO THE RIGHT (THE LONG CHORD OF
WHICH BEARS SOUTH 57°31' WEST 23.5 FEET) 23.5 FEET TO A POINT MARKED BY AN
IRON HIGHWAY RIGHT OF WAY MARKER; THENCE SOUTH 57°38' WEST ALONG SAID
RIGHT OF WAY LINE 145.0 FEET TO A POINT IN THE CENTER OF FANNO CREEK;
THENCE NORTH 36°30' WEST IN THE CENTER OF FANNO CREEK A DISTANCE OF 78.6
FEET TO A POINT; THENCE NORTH 55°52' WEST IN THE CENTER OF FANNO CREEK A
DISTANCE OF 6.1 FEET TO A POINT; THENCE NORTH 55°09' EAST ALONG THE
HIGHWAY RIGHT OF WAY LINE A DISTANCE OF 156.4 FEET TO THE POINT OF
BEGINNING.
PARCEL II:
BEGINNING AT AN IRON PIPE MARKING THE NORTHEAST CORNER OF THE SOUTH 1/2
OF THE JOHN HICKLIN DONATION LAND CLAIM IN TOWNSHIP 2 SOUTH, RANGE 1
WEST, WILLAMETTE MERIDIAN, WASHINGTON COUNTY, OREGON.
Exhibit A 500/J-710741241081_1 DOCX1DRI./6,26,2015
AND RUNNING THENCE SOUTH 45°18' WEST ALONG THE DONATION LAND CLAIM LINE
1814.5 FEET TO THE MOST WESTERLY CORNER OF LOT 15 OF ELECTRIC ADDITION TO
TIGARDVILLE ( PLAT BOOK 2, PAGE 0042), A DULY RECORDED SUBDIVISION IN
WASHINGTON COUNTY, OREGON; THENCE SOUTH 44°47' EAST ON THE
SOUTHWESTERLY LINE OF SAID LOT 15 AND THE NORTHEASTERLY LINE OF A TRACT
OF LAND CONVEYED TO EMIL JOHNSON BY DEED AS RECORDED IN BOOK 118 PAGE
0069 OF WASHINGTON COUNTY DEED RECORDS, 131.0 FEET TO THE WESTERLY
CORNER OF THE SOUTHEASTERLY 1/2 OF SAID LOT 15 AND THE TRUE POINT OF
BEGINNING OF THE HEREIN DESCRIBED TRACT; THENCE FROM THE DESCRIBED
POINT OF BEGINNING SOUTH 44°47' EAST ON SAID SOUTHWESTERLY LINE OF LOT 15
A DISTANCE OF 96.0 FEET TO THE NORTHERLY LINE OF THE OLD TAYLORS FERRY
ROAD; THENCE NORTH 60°12' EAST ON SAID ROAD LINE 22.2 FEET TO AN IRON;
THENCE NORTH 36°10' WEST 48.3 FEET TO AN IRON; THENCE NORTH 60°12' EAST
40.1 FEET TO AN IRON; THENCE NORTH 36°10' WEST 65.0 FEET TO AN IRON ON THE
EASTERLY BOUNDARY OF THE STATE HIGHWAY; THENCE SOUTH 45°14' WEST ALONG
SAID LINE, 77.24 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM A PORTION OF A LAND CONVEY TO THE CITY OF TIGARD,
WASHINGTON COUNTY, OREGON FOR ROAD OR STREET PURPOSES RECORDED ON
SEPTEMBER 13, 2012 AS FEE NO. 2012 076047
NOTE: This legal description was created prior to January 1, 2008.
Exhibit B
Exceptions
2015-2016 taxes, a lien due but not yet payable
Statutory powers and assessments of Clean Water Services.
Easement, including terms and provisions contained therein:
Recording Information: July 13, 1964 in Book 517, Page 0282
In Favor of: City of Tigard
For: sewer
Easement, including terms and provisions contained therein:
Recording Information: November 20, 1972 in Book 897, Page 0977
In Favor of: Unified Sewerage Agency
For: sewer
Easement, including terms and provisions contained therein:
Recording Information: November 20, 1972 in Book 897, Page 0979
In Favor of: Unified Sewerage Agency
For: sewer
Easement, including terms and provisions contained therein:
Recording Information: September 13, 2012 as Fee No. 2012 076047
In Favor of: City of Tigard
For: Temporary Construction
Consent Judgment, recorded June 12, 2015 as fee no. 2015-046428, case no. C152218CV, filed
May 29, 2015, including the terms and provisions thereof.
Exhibit B
50014-710211241081J DOCADRE,6,26'2015
PURCHASE AGREEMENT
AND
ESCROW INSTRUCTIONS
BETWEEN: Saxony-Pacific, LLC, an Oregon limited ("Seller")
liability company
And: The City Center Development Agency,the
Urban Renewal Agency of the City of Tigard ("Purchaser")
DATED: 49 ! / , 2014 ("Effective Date")
RECITALS
A. Seller owns two parcels of real property in the city of Tigard, county of
Washington, Oregon,commonly known as 12533, 12535 and 12537 SW Main Street,Tigard,
OR 97224(Tax Map Nos.: 2S102AB02000 and 2S 102AB02100),both of which are more fully
described on the attached and incorporated Exhibit A(collectively,the "Property").
B. Seller and Purchaser previously entered into a Purchase Agreement and Escrow
Instructions dated September 18,2012. Due to environmental remediation needed on the
Property, the parties have terminated that agreement and instead desire to enter into this
Agreement.
C. Seller desires to sell the Property, and Purchaser desires to purchase the Property
pursuant to the terms set forth in this Agreement.
AGREEMENT
NOW,THEREFORE,for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged,the parties hereto agree as set forth below.
ARTICLE 1
DEFINED TERMS
1.1 Additional Earnest Money. The term"Additional Earnest Money" means cash
in the amount of Eighteen Thousand Dollars($18,000.00)payable to Seller pursuant to Section
2.2 of this Agreement if Purchaser exercises its option to extend the Contingency Period for an
additional six(6)month period,as set forth in Section 4.2.2 of this Agreement.
1.2 Business Day. The term "Business Day"means any Monday through Friday on
which business is transacted by federal banks in Washington County, Oregon.
Page 1 —Purchase Agreement and Escrow Instructions 30014-71024 PSA-Barony-Pac c.DOCX1SF/3//3/20!4
1.3 Cash. The term "Cash" means (i)United States currency, (ii) a check currently
dated and payable to Escrow Holder,or(iii)U.S. funds credited by wire transfer into Escrow
Holder's bank account.
1.4 Closing. The process described in Article 9 of this Agreement.
1.5 Closing Date. Closing shall occur on a date mutually agreeable to Seller and
Purchaser that is no later than six (6)months after the expiration of the Contingency Period,or
on such other date as the parties may agree upon in writing.
1.6 Contingency Period. The period beginning on the Effective Date and continuing
until the six(6)month anniversary of the Effective Date,unless extended or earlier terminated in
accordance with the provisions of this Agreement. The term"Contingency Period" shall include
the initial six (6)month period, an additional sixty(60)day period and an additional six(6)
month period if Seller receives notice of the applicable option to extend pursuant to the terms of
this Agreement.
1.7 Deed. A special warranty deed in the form of Exhibit B attached hereto which
shall be used to convey the Property from Seller to Purchaser.
1.8 Earnest Money. The cash to be deposited into Escrow pursuant to Section 2.2 of
this Agreement in the amount of Ten Thousand and No/100 Dollars($10,000.00).
1.9 Effective Date. The date last executed by the parties as shown on the signature
page.
1.10 Environmental Laws. Any federal, state, or local laws,ordinances, codes,
statutes,regulations, administrative rules,policies and orders, and other authority existing now or
in the future that classify,regulate, list,or define Hazardous Materials.
1.11 Escrow Holder. First American Title, located at 9200 SE Sunnybrook Blvd,
Suite 400,Clackamas, Oregon, 97015, Phone: (503)659-0069.
1.12 Escrow. The escrow opened by Escrow Holder pursuant to this Agreement.
1.13 Hazardous Materials. Any toxic or hazardous substance,material, waste,
pollutant, contaminant,or infectious or radioactive material, including but not limited to those
substances,materials,waste,chemicals,or mixtures that are(or that contain any) substances,
chemicals,compounds,or mixtures regulated, either now or in the future,under any
Environmental Law.
1.14 Property. The term "Property" as defined in this Agreement, includes land
described in Exhibit A,together with all improvements,rights,privileges, servitudes and
appurtenances thereunto belonging or appertaining, including all right, title, and interest of
Seller, if any, in and to the streets, alleys, and rights-of-way adjacent to the land, which will be
transferred to Purchaser at Closing.
Page 2—Purchase Agreement and Escrow Instructions 30011-7102IPSA-Saxony-Pacflc.DOCXISF/3/13/2014
1.15 Property Documents. The documents relating to or affecting the Property to the
extent they exist and are in Seller's possession: land use permits, land use approvals, permits,
licenses,maps, development agreements, surveys and studies relating to the Property prepared
by third parties.
1.16 Purchase Price. Cash in the amount determined by operation of Section 2.3 of this
Agreement.
ARTICLE 2
EARNEST MONEY AND PURCHASE PRICE
2.1 Sale of Property. Subject to the terms and conditions in this Agreement, Seller
agrees to sell the Property to Purchaser, and Purchaser agrees to buy the Property from Seller.
2.2 Earnest Money. Within ten(10)days after the opening of Escrow as set forth in
Section 3.1, Purchaser shall deposit the Earnest Money into Escrow. The Earnest Money shall be
refundable to Buyer until the Contingency Period(defined in Section 1.4)expires or the conditions
precedent to Closing set forth in Section 4 of this Agreement are waived in writing by Buyer;
thereafter,the Earnest Money shall not be refundable except in the event of a Seller default or as
otherwise provided for in this Agreement. The Earnest Money shall be applicable to the Purchase
Price at Closing. Within three(3) Business Days after Purchaser provides notice to Seller of
Purchaser's option to extend the Contingency Period for an additional six (6)month period,
Purchaser shall deposit the Additional Earnest Money into Escrow. The Additional Earnest
Money shall not be refundable,and upon request by Seller, shall be released by Escrow Holder to
Seller. . Escrow Holder shall hold the Earnest Money and the Additional Earnest Money in an
interest-bearing account that is FDIC insured,unless the parties approve holding the Earnest
Money and the Additional Earnest Money in a non-interest bearing account. The Earnest Money
shall be applicable to the Purchase Price at closing. The Additional Earnest Money shall not be
applicable to the Purchase Price at closing.
2.3 Purchase Price.
2.3.1 The Purchase Price shall be determined using the following formula: (A)
Six Hundred Seventy-Five Thousand and No/100 Dollars($675,000.00) ("Base Purchase Price")
minus(B)the Clean-Up Costs as defined in Section 4.5 of this Agreement,up to $25,000.00.
2.3.3 The Purchase Price shall be paid by Purchaser in Cash to Seller at the
Closing.
ARTICLE 3
DELIVERIES TO ESCROW HOLDER
3.1 Opening of Escrow.
3.1.1 Within three(3)business days after the Effective Date, Purchaser and
Seller shall open Escrow by depositing with Escrow Holder a fully executed photocopy of this
Agreement for use as escrow instructions. Escrow Holder shall execute the Consent of Escrow
Page 3 — Purchase Agreement and Escrow Instructions 30014-71024PSA-Saxony-Pacific.DOCXISF/3/!3/1014
Holder which appears at the end of this Agreement and deliver a fully executed consent to
Purchaser and Seller.
3.1.2 Purchaser and Seller hereby authorize Escrow Holder to take necessary
steps for the Closing of this transaction pursuant to the terms of this Agreement.
3.1.3 Purchaser and Seller may jointly or separately prepare additional escrow
instructions. Escrow Holder may also provide general instructions. If there is any inconsistency
between the provisions of any of these instructions and this Agreement,the provisions of this
Agreement shall control.
3.2 Purchaser's Deliveries. At or before Closing, Purchaser shall deposit into
Escrow(i)the Earnest Money, (ii)the Additional Earnest Money, if required, (iii)the balance of
the Purchase Price, (iv)an executed and acknowledged counterpart acceptance of the Deed, and
(v)all other documents and instruments reasonably requested by Escrow Holder for Closing.
3.3 Seller's Deliveries. At or before Closing, Seller shall deliver into Escrow(i)an
executed and acknowledged counterpart of the Deed, (ii)an executed Certificate of Non-Foreign
Status,pursuant to Section 1445(b)(2)of the Internal Revenue Code, certifying that Seller is a
non-foreign person,and(iii)all other documents and instruments reasonably requested by
Escrow Holder for Closing. At Closing, Seller shall deliver possession of the Property to
Purchaser.
ARTICLE 4
CONDITIONS PRECEDENT TO CLOSING
4.1 Approval of Property Documents. Within ten(10)days after the Effective
Date, Seller shall deliver all Property Documents within Seller's possession or control to
Purchaser. During the Contingency Period,Purchaser shall have the right to analyze the
Property Documents and determine, in Purchaser's sole,absolute and arbitrary discretion,
whether the Property is suitable for Purchaser's intended use.
4.2 Approval of the Property.
4.2.1 During the Contingency Period, Purchaser shall have the right to analyze
the Property and determine, in Purchaser's sole, absolute and arbitrary discretion,whether the
Property is suitable for Purchaser's intended use. Purchaser shall have the right to enter onto the
Property to conduct any and all tests, investigations, and inspections deemed necessary by
Purchaser including, without limitation, environmental investigation and analysis, evaluation of
natural resources, a structural and geotechnical assessment, and an appraisal.
4.2.2 If Purchaser,in its sole and absolute discretion,determines that additional
time is needed to analyze the Property Documents or Property and determine whether the
Property is suitable for Purchaser's intended use, Purchaser shall have the option to extend the
Contingency Period for an additional sixty(60)day period by delivering written notice to Seller
prior to the expiration of the initial Contingency Period(the"60 Day Period"). If Purchaser, in
its sole and absolute discretion,determines that additional time is still needed to analyze the
Property Documents or Property and determine whether the Property is suitable for Purchaser's
Page 4— Purchase Agreement and Escrow Instructions 30014-71024 PSA-Saxony-PaciUkDOCX1SF/3/!3/2014
intended use, Purchaser shall have the option to extend the Contingency Period for an additional
six(6)month period by delivering written notice to Seller prior to the expiration of the 60 Day
Period. Within three(3)Business Days after providing such written notice to Seller, Purchaser
shall deposit the Additional Earnest Money into Escrow,pursuant to the terms of Section 2.2.
The term "Contingency Period"shall include the initial six(6)month period, the 60 Day Period
and the additional six(6)month period if Seller receives the applicable notice of the option to
extend pursuant to the terms of this section.
4.2.3 All investigations and studies shall: (i)be preceded by at least five(5)
business days written notice to Seller,(ii)not interfere with the existing tenants on the Property,
(iii)be conducted during normal business hours unless otherwise agreed between the Parties, and
(iv)be conducted by Purchaser at its sole cost and expense. All of Purchaser's entries onto the
Property pursuant to this Section 4.2 shall be coordinated through Seller's broker, John Kennedy;
Mr. Kennedy shall be permitted to accompany Purchaser and its agents during any such
inspection. Purchaser agrees to provide Seller with copies of all inspection reports,test results
and environmental site assessments obtained pursuant to this Section 4.2. Within the limits of
the Oregon Tort Claims Act and the Oregon Constitution, Purchaser shall defend, indemnify and
hold Seller harmless for, from, and against any claim, loss, or liability,or any claim of lien or
damage which arises in connection with any entry on the Property by Purchaser or any activities
on the Property by Purchaser, its agents, employees, and independent contractors; provided,
however,that Purchaser shall have no obligation to indemnify,defend, or hold harmless Seller
from any condition of the Property discovered by Purchaser, or from any loss of marketability of
the Property as a consequence of such discovery.
4.3 Approval of Title.
4.3.1 Preliminary and Supplemental Reports. Within ten(10)days after the
Effective Date, Seller shall provide Purchaser with a preliminary title report issued by the
Escrow Holder, describing title to the Property, and including legible copies of all recorded
documents described in the preliminary report and plotted easements(collectively, the
"Preliminary Report"). On or before ten (10) days after Purchaser's receipt of the Preliminary
Report or any supplement thereto ("Supplemental Report"),Purchaser shall deliver written
notice of approval or disapproval of matters disclosed in the Preliminary Report or Supplemental
Report, which approval or disapproval shall be in Purchaser's sole and absolute discretion.
Failure of Purchaser to deliver notice of disapproval of any matters disclosed in the Preliminary
Report or Supplemental Report within such ten(10)-day period shall be deemed rejection of all
such matters. Unless waived pursuant to Section 4.3.3,the approved matters disclosed in the
Preliminary Report or any Supplemental Report along with the standard printed exceptions on a
form of title insurance policy, shall be the "Permitted Exceptions"included as exceptions in the
Title Policy, defined in Section 4.3.4.
4.3.2 Right to Cure Disapproval of Preliminary Report or Supplemental
Report. If Purchaser delivers notice of disapproval pursuant to Section 4.3.1 above, Seller may
elect in writing, within five(5)days thereafter, to agree to remove or otherwise cure,to
Purchaser's reasonable satisfaction, any disapproved item(s)prior to Closing. Notwithstanding
any provision in this Agreement to the contrary,prior to Closing, Seller shall be obligated to
Page 5 — Purchase Agreement and Escrow Instructions 30014-71024PSA-Sarong-Pacija.DOCA1SF/3/13/2014
remove any deeds of trust and other monetary liens(other than liens created by Purchaser and
liens for non-delinquent taxes and assessments) and any exceptions to title caused by Seller.
4.3.3 Failure to Cure Disapproved Items. If Seller gives Purchaser written
notice within the above-referenced five(5)-day period that Seller will remove or otherwise cure a
disapproved matter,but Seller is unable to remove such disapproved matter at or before Closing,
Purchaser may elect to either: (i)terminate this Agreement and receive a full refund of the
Earnest Money,or(ii)waive in writing its prior disapproval of such item and accept title subject
to such previously disapproved item,by delivering written notice of Purchaser's election to
Seller prior to Closing. If Seller either: (i) gives Purchaser timely notice within such five(5)-
day period that Seller has elected not to attempt to remove or otherwise cure all of the
disapproved item(s)or(ii) fails to notify Purchaser within such five(5)-day period whether or
not Seller will remove or otherwise attempt to cure the disapproved item(s),Purchaser shall have
ten(10)days after Purchaser's receipt of Seller's notice to notify Seller in writing of Purchaser's
election to(a)waive in writing its prior disapproval of such item(s) and accept title subject to
such previously disapproved item(s)or(b)terminate this Agreement, in which event the Earnest
Money shall be refunded to Purchaser. If Purchaser shall fail to notify Seller timely of its
election to proceed under clause(a)above, Purchaser shall be deemed to have elected to
terminate this Agreement, in which event the Earnest Money shall be refunded to Purchaser.
4.3.4 Title Policy. Seller shall be unconditionally committed to procure from
Escrow Holder upon the Closing, an ALTA standard coverage owner's policy of title insurance
for the Property,with a liability limit in the amount of the Purchase Price,and insuring fee title
vests in Purchaser subject only to the Permitted Exceptions (collectively,the "Title Policy"). At
Purchaser's option, Purchaser may elect to have the Title Policy issued with endorsements and/or
in an ALTA extended coverage form,provided that Purchaser obtains, and pays the cost of, any
survey required for extended coverage and pays any additional costs associated with issuance of
such policy pursuant to section 8.4 of this Agreement.
4.4 Approval of Leases.
4.4.1 Leases. Within ten(10)days of the Effective Date, Seller will provide to
Purchaser copies of all current leases affecting the Property, and copies of any and all documents
other than leases which provide for or discuss any matters affecting the occupancy of the
Property by tenants and other third parties, including but not limited to options to lease,
relocation rights, termination rights,and/or expansion or contraction rights(collectively,the
"Lease Documents"). Purchaser may terminate this Agreement at any time during the
Contingency Period if Purchaser shall determine in the exercise of its sole discretion that the
Lease Documents are not acceptable.
4.4.2 Tenancies.As of the Closing Date, Seller shall have()assigned all of
Seller's interest in all Lease Documents (including transfer of any security deposits held by
Seller under such Lease Documents) ("Assignment of Leases").
4.5 Prospective Purchaser Agreement. Seller is aware that Buyer is negotiating
with the DEQ to obtain a Prospective Purchaser Agreement("PPA")to protect Buyer from all
areas of potential liability that might be associated with ownership of the Property and Seller
Page 6—Purchase Agreement and Escrow Instructions 30014-71024 PSA-Saxony-Pacific.DOCXISF/3/LJ/2014
agrees to cooperate with Buyer as necessary for Buyer to obtain the PPA,which cooperation
shall be given at no cost or expense to Purchaser. Buyer represents to Seller that it intends to use
diligent efforts to obtain such PPA from the DEQ. As part of this process, DEQ will identify the
remedial actions necessary to clean up the Property so that Buyer may obtain a PPA, and the
Costs associated with such remedial actions("Clean-up Costs"). The parties agree that the actual
amount of Costs up to$25,000.00 shall be deducted from the Base Purchase Price to determine
the Purchase Price for the Property. Obtaining a PPA with terms and with a process acceptable
to Buyer in its sole discretion shall be a condition precedent to Buyer's obligation to close the
transaction contemplated by this Agreement. If Buyer is unable to obtain such PPA prior to
Closing,then Buyer may,upon written notice to Seller, terminate this Agreement. If Buyer
exercises its right to terminate pursuant to this Section 4.5,Escrow Agent shall automatically
return the Earnest Money to Buyer.
4.6 Contingency Failure. Notice of Termination; Failure to Notify. If Purchaser
determines, in Purchaser's sole, absolute, and arbitrary discretion,that either the Property
Documents,the Property,the title,the Property Leases are not suitable, Purchaser may terminate
this Agreement and cancel Escrow by delivering written notice of termination to Seller prior to
the expiration of the Contingency Period, in which case this Agreement shall immediately
terminate and Escrow Holder shall immediately return the Earnest Money to Purchaser.
ARTICLE 5
COVENANTS AND AGREEMENTS
5.1 Damage or Destruction. If,prior to the Closing, all or a material part of the
Property is damaged or destroyed, Purchaser may terminate this Agreement and receive a refund
of the Earnest Money.
5.2 Personal Property. Prior to Closing, Seller shall remove all Seller's personal
property located on the Property.
ARTICLE 6
SELLER'S REPRESENTATIONS AND WARRANTIES
6.1 Representations and Warranties of Seller. Seller represents and warrants that,
as of the Effective Date,the end of the Contingency Period, and the Closing, that all of the
representations and warranties contained in this Agreement are and shall be true and correct.
Each of Seller's representations and warranties is material to and is being relied upon by
Purchaser and the continuing truth thereof shall constitute a condition precedent to Purchaser's
obligations hereunder. Seller represents and warrants to Purchaser as follows:
6.1.1 Proof of Authority. Seller has authority and authorization to enter into
this Agreement and consummate the transaction contemplated by it,and shall deliver 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 Escrow Holder and/or the Purchaser.
6.1.2 Title to the Property. Seller has sole legal and beneficial fee title to the
Property, and has not granted any person or entity any right or interest in the Property except as
Page 7— Purchase Agreement and Escrow Instructions 50014-71024 PSA-Saonv-Porifir.DOCXISF/3/13/2014
set forth in this Agreement, in the Preliminary Report and in any Supplemental Report. Seller
agrees to transfer the Property to Purchaser via the Deed, subject only to the Permitted
Exceptions.
6.1.3 Property Documents,Lease Documents; No Defaults. To Seller's
knowledge,the Property Documents and Lease Documents delivered by Seller to Purchaser are
true,correct and complete copies and there are no other documents or instruments that would
constitute Property Documents or Lease Documents that have not been delivered by Seller or
otherwise made available to Purchaser. Seller has no knowledge of any default by Seller under
any Property Documents or Lease Documents. Seller warrants that the services associated with
the Property Documents and Lease Documents,have been,or will be,paid for by Seller through
the Closing Date,no later than Closing.
6.1.4 Pending Transactions, Suits or Proceedings. To Seller's knowledge,
there are no transactions, suits,proceedings, litigation(including zoning or other land use
regulation proceedings), condemnation,or investigations pending or threatened against or
affecting the Property or Seller as the owner of the Property in any court at law or in equity, or
before or by any governmental department, commission,board, agency or instrumentality.
6.1.5 Defects. To Seller's knowledge, without independent investigation,there
are no latent or other defects or conditions on or about the Property which would cause injury or
damage to persons or property, or which would have a material adverse effect on lawful uses of
the Property.
6.1.6 No Further Encumbrances. As long as this Agreement remains in force,
Seller will not transfer, option,mortgage,pledge, or convey its interest in the Property or any
portion thereof nor any right therein, nor shall Seller enter into any agreement granting to any
person or entity any option to purchase or rights superior to Purchaser with respect to the
Property or any part thereof.
6.1.7 Hazardous Materials. The parties acknowledge that the
Environmental Site Assessment attached and incorporated as Exhibit D to this Agreement
("ESA")determined that environmental contamination exists on the Property. Seller has
no other knowledge that Hazardous Materials have been generated,disposed of,deposited or
released(or caused to be generated,disposed of or released)on,within,under, about or from the
Property. Except for the environmental contamination disclosed in the ESA,to Seller's
knowledge,without independent investigation, no other party or person has used, stored,
transported, generated,disposed of or released on, within,under, about or from the Property any
Hazardous Materials. Without limiting the foregoing,neither Seller nor, to Seller's knowledge,
without independent investigation, any other party, has installed, operated or maintained any
underground storage tanks on or adjacent to the Property, and the Property is not now, and has
never been, in violation and is not currently under investigation for the violation of any
Environmental Laws. To Seller's knowledge, without independent investigation,there is no
asbestos or lead paint on the Property. Seller hereby assigns to Purchaser as of the Closing, to
the extent assignable, all claims,counterclaims,defenses or actions,whether at common law or
Page 8—Purchase Agreement and Escrow Instructions 30014-71024 PSA Saxony-Pacific.DOCXtSF/3/13/201!
pursuant to any other applicable federal or state or other laws, if any, that Seller may have
against third parties to the extent relating to the existence of Hazardous Materials in, at, on,
under or about the Property.
6.1.8 Access; Possession. The Property has legal and physical access to a
publicly-dedicated street or road. Except as reflected in the Lease Documents,there are no
leases or tenancies in effect on the Property and possession thereof can and will be delivered to
Purchaser upon Closing free of any tenants or occupants whatsoever.
6.1.9 Construction or Other Liens. Seller warrants that, at the time of
Closing,no work, labor or materials have been expended,bestowed or placed upon the Property,
adjacent thereto or within any existing or proposed assessment district which will remain unpaid
at close of escrow or upon which a lien may be filed.
6.1.10 No Option or Right of First Refusal to Acquire Premises. Seller
represents that no person or entity has any right of first refusal or option to acquire any interest in
the Property or any part thereof.
6.1.11 Conduct Pending Full Payment; Covenants.
6.1.11.1 Conduct of Property. Seller hereby agrees that Seller will
not modify,cancel, extend or otherwise change in any material manner any of the terms,
covenants or conditions of the Property Documents or Lease Documents,nor enter into any
additional leases as to the Property without Purchaser's written consent(which may be withheld
in Purchaser's sole discretion), nor enter into any other agreements having a material effect on
the Property without the prior written consent of Purchaser, (which Purchaser may withhold in
its sole discretion).
6.1.11.2 No Alterations. Seller will not make any material
alterations to the Property prior to the Closing.
6.1.11.3 Maintain Physical Condition. Seller, at its sole cost and
expense,will maintain and keep the Property in approximately the same condition, reasonable
wear and tear, damage by casualty excepted,between the Effective Date and the Closing Date,
and will keep Purchaser timely advised any change to its physical condition prior to the Closing
Date.
ARTICLE 7
PURCHASER'S REPRESENTATIONS AND WARRANTIES
7.1 Purchaser's Representation and Warranties. Purchaser represents and
warrants that, as of the Effective Date,the end of the Contingency Period, and Closing, all of the
representations and warranties of Purchaser contained in this Agreement are and shall be true and
correct. Each of Purchaser's representations and warranties is material to and is being relied
upon by Seller and the continuing truth thereof shall constitute a condition precedent to Seller's
obligations hereunder. Purchaser represents and warrants to Seller as follows:
Page 9—Purchase Agreement and Escrow Instructions 50014-71024 PM-Sarony-Pacgic.DOCXISF/3/13/2014
7.1.1 Authority. The execution and delivery of this Agreement has been duly
authorized and approved by all requisite action of Purchaser, and the consummation of the
transactions contemplated hereby will be duly authorized and approved by all requisite action of
Purchaser,and no other authorizations or approvals will be necessary in order to enable
Purchaser to enter into or to comply with the terms of this Agreement.
7.1.2 Binding Effect of Documents. This Agreement and the other documents
to be executed by Purchaser hereunder,upon execution and delivery thereof by Purchaser, will
have been duly entered into by Purchaser, and will constitute legal,valid and binding obligations
of Purchaser. To Purchaser's actual knowledge, neither this Agreement nor anything provided to
be done under this Agreement violates or shall violate any contract, document,understanding,
agreement or instrument to which Purchaser is a party or by which it is bound.
ARTICLE 8
PRORATED FEES AND COSTS
8.1 Prorations. Escrow Holder will prorate between the parties,based on the latest
information available to Escrow Holder, all taxes, bonds and assessments("Taxes") for the
Property, except as provided in Section 8.2 below. If, after the Closing, either party receives a
bill for any Taxes,the parties agree that the Taxes shall be prorated between the parties to the
Closing Date. The party receiving the bill for the Taxes shall notify the other party in writing of
the amount of such Taxes and the party receiving that notice shall pay its prorated share of such
Taxes within thirty(30)days of demand therefore,but not later than ten(10)days prior to
delinquency. The parties' obligations under this Section shall survive Closing.
8.2 Penalties. Any penalties that would be due as a result of removal of the Property
from any tax deferral program shall be charged to Seller as though the Property were removed
from such program on the Closing Date. Seller's obligations under this Section shall survive
Closing.
8.3 Seller's Fees and Costs. Seller shall pay(i)the cost for the Title Policy, except for
any costs associated with Extended Coverage required by Purchaser; (ii)one-half of all Escrow
Holder's fees; and(iii)all transfer taxes. Except as otherwise provided for above, Seller shall
not be obligated to pay for any fees and costs.
8.4 Purchaser's Fees and Costs. Purchaser shall pay(i)the entire cost for any
Extended Coverage or endorsements for the Title Policy; (ii)one-half of the Escrow Holder's
escrow fee; and(iii) all recording charges.
8.5 Other Costs. Except as otherwise provided in this Agreement, each party shall
bear and pay the expense of its own attorneys, accountants and other professionals incurred in
negotiating and closing this Agreement.
ARTICLE 9
CLOSING
9.1 Closing. Escrow Holder shall close Escrow by(i)recording the Deed; (ii)
confirming execution of all documents necessary for Closing; and(iii)delivering funds and
Page 10—Purchase Agreement and Escrow Instructions 50014-71024 PSA-Samty-PaclJk.DOCXISF/3/!3/20/4
documents as set forth herein,when and only when all terms and conditions of this Agreement
have been met and each of the conditions set forth below have been satisfied:
9.1.1 Funds and Instruments. All funds and instruments required pursuant to
this Agreement have been delivered to Escrow Holder.
9.1.2 Satisfaction of Conditions Precedent. Each of the conditions precedent
set forth in the Agreement have been either satisfied or waived.
9.1.3 Liens and Encumbrances. All liens and encumbrances required to be
paid by Seller have been paid and satisfied at Seller's sole expense, including without limitation
any trust deed or mortgage affecting the Property. The Property shall be conveyed free of
encumbrances, except for the Permitted Exceptions and those expressly accepted or waived in
writing by Purchaser pursuant to the terms of this Agreement.
9.1.4 Assignment of Lease Documents. If applicable, Seller shall have
executed the Assignment of Leases attached to this Agreement as Exhibit C.
ARTICLE 10
RECORDATION AND DISTRIBUTION OF FUNDS AND DOCUMENTS
10.1 Recorded Documents. Escrow Holder shall cause the County Recorder of
Washington County to mail the Deed to Purchaser.
10.2 Conformed Copies. Escrow Holder shall at Closing deliver to Seller and
Purchaser(i)a copy of the Deed,conformed to show recording date, and conformed copies of
each document recorded to place title in the condition required by this Agreement; (ii)a copy of
each non-recorded document received hereunder by Escrow Holder; and(iii)copies of all
documents deposited into Escrow to the parties herein.
10.3 Payment of Funds at Closing. Escrow Holder shall deliver at Closing all
amounts as set forth in the fmal, approved closing statement.
10.4 Original Documents. If applicable, Escrow Holder shall at Closing deliver to
Purchaser the Original Assignment of Leases.
ARTICLE 11
DEFAULT AND REMEDIES
11.1 Purchaser's Default. If Purchaser breaches this Agreement,which breach
Purchaser fails to cure within thirty(30)days after receipt of written notice thereof from Seller,
Purchaser shall be in default hereunder and Seller is entitled, as Seller's sole and exclusive
remedy,to liquidated damages pursuant to this Article. If Escrow fails to close due to
Purchaser's default, Purchaser shall pay all Escrow cancellation charges.
11.2 Seller's Remedies. In the event of Purchaser's default under this Agreement, the
Earnest Money shall be forfeited by Purchaser and retained by Seller as liquidated damages.
Such amount has been agreed by the parties to be reasonable compensation and the exclusive
Page 11 — Purchase Agreement and Escrow Instructions 30011-11011PSA-Saxony-PaciJ7c.DOCXISF/3/!3/10!1
remedy for Purchaser's default, since the precise amount of suchcompensation would be
difficult to determine. Seller shall have no right to any other damages,claims or actions against
Purchaser. By initialing this provision in the spaces below, Seller and Purchaser each
specifically affirm their respective agreement to this liquidated damages provision as Seller's
sole and exclusive remedy for Purchaser's default,and agreement that the sum is a reasonable
sum.
Purchasers Initial Seller's Initials --(4".
11.3 Seller's Default. If Seller breaches this Agreement,which breach Seller fails to
cure within thirty (30)days after receipt of written notice thereof from Purchaser, Seller shall be
in default of this Agreement. If Escrow fails to close due to Seller's default, Seller shall pay all
Escrow cancellation charges.
11.4 Purchaser's Remedies. In the event of Seller's default under this Agreement,
Purchaser shall have the right to either(i) terminate this Agreement, and upon such event the
Earnest Money shall be immediately refunded to Purchaser; or(ii)seek an action for specific
performance in order to enforce Purchaser's rights hereunder. No provision of this Agreement
shall be construed as waiving any of Purchaser's rights regarding eminent domain.
ARTICLE 12
ASSIGNMENT
12.1 Assignment by Purchaser. Purchaser may not assign or otherwise transfer any of
its rights or obligations under this Agreement.
ARTICLE 13
GENERAL PROVISIONS
13.1 Attorney's Fees. If any action is instituted between Seller and Purchaser 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 and on any appeal.
13.2 Construction of Agreement. The agreements contained herein shall not be
construed in favor of or against either party, but shall be construed as if both parties prepared this
Agreement.
13.3 Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto pertaining to the subject matter hereof and all prior and contemporaneous
agreements,representations,negotiations and understandings of the parties hereto, oral or
written, are hereby superseded and merged herein. This expressly includes, but is not limited to,
the Purchase Agreement and Escro* Instructions dated September 18.2012. The foregoing
sentence shall in no way affect the validity of any instruments executed by the parties in the form
of the exhibits attached to this Agreement.
13.4 Governing Law. This Agreement shall be governed by and construed under the
laws of the State of Oregon
Page 12 —Purchase Agreement and Escrow Instructions 30014-71024 P.W-soworv-Aar(/fr..DOCh1Sf0,7(2014
13.5 Joint and Several Liability. If any party consists of more than one person or
entity,the liability of each such person or entity signing this Agreement shall be joint and
several.
13.6 Modification. No modification,waiver, amendment,discharge, or change of this
Agreement shall be valid unless the same is in writing and signed by all signatories hereto.
13.7 Real Estate Brokerage Commission. Purchaser is represented by Jeff Sholian of
Jones Lang LaSalle. Purchaser agrees to be responsible for payment of all compensation,
commission or fee to Jeff Sholian and Jones Lang LaSalle in accordance with the terms and
conditions of the agreement between Purchaser and Jones Lang LaSalle. In the event a claim by
Jeff Sholian or Jones Lang LaSalle for real estate commissions, fees or compensation arise in
connection with this transaction, Purchaser shall indemnify, defend and hold harmless the Seller
from any loss or damage, including attorneys' fees that Purchaser suffers because of said claims.
Seller is represented by John A. Kennedy of Pacific Real Estate Investments, LLC. Seller agrees
to be responsible for payment of all compensation, commission or fee to John Kennedy and
Pacific Real Estate Investments, LLC in accordance with the terms and conditions of the
agreement between Seller and Pacific Real Estate Investments, LLC. In the event any claims by
any third party other than Jeff Sholian and Jones Lang LaSalle for real estate commissions, fees
or compensation arise in connection with this transaction, Seller shall indemnify,defend and
hold harmless the Purchaser from any loss or damage, including attorneys' fees that Purchaser
suffers because of said claims. The obligations of the parties in the indemnity provisions of this
Section 13.7 shall survive Closing or the termination of this Agreement.
13.8 Notice and Payments. Any notice or document to be given pursuant to this
Agreement must be delivered either in person, deposited in the United States mail duly certified
or registered,return receipt requested with postage prepaid,by electronic mail, or by Federal
Express or other similar overnight delivery service marked for next business day delivery.
Notices shall be effective upon receipt if delivered personally,upon confirmation of receipt if
sent by electronic mail,on the next day if sent by overnight courier,or two(2)days after deposit
in the mail if mailed. Any party listed below may designate a different address,which shall be
substituted for the one specified below,by written notice to the others.
If to Seller: Saxony-Pacific LLC
do Hans Finke
PO Box 1565
Wilsonville OR 97070
With a copy to: John A. Kennedy
Pacific Real Estate Investments, LLC
15280 NW Central Drive, Suite 202-10
Portland OR 97229
If to Purchaser: City of Tigard
Attn: Kenny Asher
City Hall
13125 SW Hall Blvd
Tigard OR 97223
Page 13 —Purchase Agreement and Escrow Instructions 30014-71024 PSA-Saxony-Pocgk.DOCXISF/3/13/2014
With a copy to: Jordan Ramis PC
Attn: Tim Ramis
Two Centerpointe Drive, 6th Floor
Lake Oswego, OR 97035
13.9 Remedies Cumulative. Except as specifically set forth herein, all rights and
remedies of Purchaser and Seller contained in this Agreement shall be construed and held to be
cumulative.
13.10 Severability. In the event that any phrase, clause, sentence,paragraph, section,
article or other portion of this Agreement shall become illegal,null or void or against public
policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal, null
or void or against public policy,the remaining portions of this Agreement shall not be affected
thereby and shall remain in force and effect to the fullest extent permissible by law.
13.11 Successors and Assigns. Subject to limitations expressed in this Agreement,
each and all of the covenants and conditions of this Agreement shall inure to the benefit of and
shall be binding upon the successors-in-interest, assigns, and representatives of the parties
hereto. As used in the foregoing, "successors"shall refer to the parties' interest in the Property
and to the successors to all or substantially all of their assets and to their successors by merger or
consolidation.
13.12 Time of the Essence. Time is of the essence of each and every provision of this
Agreement.
13.13 Legal Representation. Seller acknowledges that this is a legal document and
that Seller has been advised to obtain the advice of legal counsel in connection with its review
and execution of this Agreement. Seller covenants that it will not deny the enforceability of this
Agreement on the basis that Seller elects not to obtain legal counsel to review and approve this
Agreement.
13.14 Waiver. No waiver by Purchaser or Seller of a breach of any of the terms,
covenants or conditions of this Agreement by the other party shall be construed or held to be a
waiver of any succeeding or preceding breach of the same or any other term,covenant or
condition herein contained. No waiver of any default by Purchaser or Seller hereunder shall be
implied from any omission by the other party to take any action on account of such default if
such default persists or is repeated, and no express waiver shall affect a default other than as
specified in such waiver. The consent or approval by Purchaser or Seller to or of any act by the
other party requiring the consent or approval of the first party shall not be deemed to waive or
render unnecessary such party's consent or approval to or of any subsequent similar acts by the
other party.
13.15 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.
13.16 Calculation of Time. Unless specified otherwise,all periods of time referred to
herein shall include Saturdays, Sundays and legal holidays in the State of Oregon, except that if
Page 14—Purchase Agreement and Escrow Instructions 300II-71024PSA-Saxony-PaciJrc.DOCA1SP/3/!3/2014
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.
13.17 Statutory Disclaimer. THE PROPERTY DESCRIBED IN THIS
INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING
STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND
REGULATIONS THAT,TN 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, SECTIONS 2 TO 9 AND 17, CHAPTER 855,
OREGON LAWS 2009 AND SECTIONS 2 TO 7, CHAPTER 8,OREGON LAWS 2010.
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, SECTIONS 2 TO 9 AND 17, CHAPTER 855,
OREGON LAWS 2009 AND SECTIONS 2 TO 7, CHAPTER 8,OREGON LAWS 2010.
13.18 Section 1031 Exchange Cooperation. In the event Seller elects to utilize this
transaction as part of a tax-deferred exchange pursuant to Section 1031 of the Internal.Revenue
Code,Purchaser agrees to cooperate with Seller as reasonably necessary to accommodate such
exchange,but only so long as such cooperation is at no delay, cost or additional expense to
Purchaser.
13.19 Counterparts. This Agreement may be executed in counterparts,each of which,
when taken together,shall constitute fully executed originals.
IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective
Date.
SELLER: Saxony-Pacific LLC
By: 411,S__ C XI(
Name:
Its:
PURCHASER: City of Tigard,an Oregounicipal corporation
Name: MAY !o_ I-• Wthe
its: T r YY1aY1aUe.-1,-
Page 15—Purchase Agreement and Escrow Instructions 5"I a-71°24 PIA_,L.roq►P.�(/k.DPCZSP3,,120l.
APPROVED AS TO FORM:
By:
City Attorney
Exhibit A—Property
Exhibit B—Deed
Exhibit C -Assignment of Leases
Exhibit D—ESA
Page 16—Purchase Agreement and Escrow Instructions .10014-71024 PSA-.wony-Pacfc.DOCXISF/3a3/20i4
CONSENT OF ESCROW HOLDER
The undersigned Escrow Holder hereby agrees to(i) accept the foregoing Agreement, (ii)
be the Escrow Holder under said Agreement, and(iii)be bound by said Agreement in the
performance of its duties as Escrow Holder; provided,however,the undersigned shall have no
obligations, liability or responsibility under this Consent or otherwise unless and until said
Agreement, fully signed by the parties, has been delivered to the undersigned.
DATED: , 2014.
FIRST AMERICAN TITLE
By:
Name:
Title:
Consent of Escrow Holder 50014-71024 PSA-Saxony-PacWc.DOCXISF/3/13/2014
EXHIBIT A
[To be Provided by Title Company]
Exhibit A 30014.71024 PSA-Saxony-Pacific.DOCXISF/3/13/2014
EXHIBIT B
AFTER RECORDING RETURN TO:
City of Tigard
Attn: City Manager City Hall
City Hall
13125 SW Hall Blvd
Tigard OR 97223
UNTIL A CHANGE IS REQUESTED
SEND TAX STATEMENTS TO:
City of Tigard
Attn: City Manager
City Hall
13125 SW Hall Blvd
Tigard OR 97223
This space provided for recorder's use.
SPECIAL WARRANTY DEED
Saxony-Pacific LLC,an Oregon limited liability company, Grantor,conveys and
specially warrants to CITY OF TIGARD, an Oregon municipal corporation,Grantee,the
following described real property free of encumbrances created or suffered by the Grantor except
as specifically set forth herein:
See Exhibit A attached hereto.
The true consideration for this conveyance is and No/100($.00).
This conveyance is made subject to the matters set forth on Exhibit B attached hereto.
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, SECTIONS 2 TO 9 AND 17,CHAPTER 855,
OREGON LAWS 2009,AND SECTIONS 2 TO 7,CHAPTER 8,OREGON LAWS 2010.
THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN
THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND
REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE
PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH
THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY
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
Exhibit B, Page 1 of 4 30014-71024PSA-Saxony-Pac(lc•DOCXISF/3/!3/20(4
195.305 TO 195.336 AND SECTIONS 5 TO 11,CHAPTER 424,OREGON LAWS 2007,
SECTIONS 2 TO 9 AND 17,CHAPTER 855,OREGON LAWS 2009,AND SECTIONS 2
TO 7,CHAPTER 8,OREGON LAWS 2010.
DATED this day of ,2014.
GRANTOR
Saxony-Pacific,LLC, an Oregon limited liability company
By:
Name:
Its:
STATE OF OREGON )
) ss.
County of )
This instrument was acknowledged before me on this day of ,2014,
by of Saxony-Pacific, LLC, an Oregon limited liability company
NOTARY PUBLIC FOR OREGON
My Commission Expires:
ACCEPTED:
GRANTEE
CITY OF TIGARD,an Oregon municipal corporation
By:
Name:
Its:
STATE OF OREGON )
)ss.
County of )
This instrument was acknowledged before me on this day of ,2014,
by as of the City of Tigard, an Oregon municipal
corporation.
NOTARY PUBLIC FOR OREGON
My Commission Expires:
Exhibit B, Page 2 of 4 50014-71024 PSA-Sawnv-PacificDOCXISF/3/13/2014
Exhibit A
Exhibit B, Page 3 of 4 50014-71024 PM-Saronv-r q;fc.nocx1SF/3n3I2Ol4
EXHIBIT B
Exceptions
Exhibit B, Page 4 of 4 50014-71024 PSA-Sawnv-Paceiic.000XISF/3/13/2011
EXHIBIT C
Assignment of Leases
THIS Assignment and Assumption of Lease ("Agreement") is made as of this day of
,2014,between Saxony-Pacific, LLC ("Assignor")and the City of Tigard,
an Oregon municipal corporation("Assignee").
RECITALS
A. Assignor owns the fee interest in those certain premises described on Exhibit A
attached and incorporated hereto(the"Premises").
B. A portion of the Premises are leased pursuant to the lease documents attached and
incorporated as Exhibit B(collectively,the"Lease"). Assignor holds all right, title and interest
in and to the lessor's interest under the Lease.
C. Pursuant to that certain Purchase Agreement and Escrow Instructions dated
,2014,between Assignor and Assignee(the"Agreement"),
Assignor has agreed to sell the Premises to Assignee and in connection with the sale has agreed
to assign the Lease to Assignee and Assignee has agreed to assume the Lease.
AGREEMENT
NOW,THEREFORE, for valuable consideration,the receipt and adequacy of which are
hereby acknowledged,the parties agree as follows:
1. Assignment.
Effective as of the Effective Date of this Assignment,Assignor hereby transfers,
sets over and assigns to Assignee all right,title and interest of Assignor in and to the Lease,TO
HAVE AND TO HOLD the same to Assignee, its successors and assigns forever; SUBJECT,
HOWEVER,to each and every provision of the Lease and as hereinafter provided.
2. Acceptance of Assignment.
Effective as of the Effective Date, Assignee accepts the within assignment and
agrees to perform and discharge all of the covenants, terms,conditions and provisions to be kept,
observed and performed by Assignor as lessor under the Lease.
3. Assignor's Indemnity of Assignee.
Assignor hereby agrees to defend and indemnify Assignee, its directors, officers,
employees, agents, representatives, successors and assigns, and each of them, from and against
any and all claims, suits, demands, causes of action, actions, liabilities, losses, damages, costs
and expenses(including reasonable attorney's fees) arising out of or resulting from any breach or
default committed or alleged to have been committed by Assignor as lessor under the Lease prior
to the Effective Date.
Exhibit C, Page 1 of 50014-71024 PSA-Saxony-Pacrfit.DOCXLSF/3/!3/2014
4. Assignee's Indemnity of Assignor.
Within the limits of the Oregon Tort Claims Act and Oregon Constitution,
Assignee hereby agrees to defend and indemnify Assignor, and its respective directors, officers,
employees, agents, representatives, successors and assigns, and each of them, from and against
any and all claims, suits, demands, causes of action, actions, liabilities, losses, damages, costs
and expenses (including reasonable attorney's fees) arising out of or resulting from any breach or
default committed or alleged to have been committed by Assignee, its successors or assigns, as
the lessor under the Lease from and after the Effective Date.
5. Effective Date.
This Assignment shall be effective as of the date of recording of the deed
conveying title to the Premises to Assignee (the"Effective Date").
6. Counterparts.
This Assignment may be executed in one or more counterparts by the parties
hereto. All Counterparts shall be construed together and shall constitute one agreement.
7. Binding Effect.
This Assignment shall be binding on and inure to the benefit of the parties and
their respective heirs, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly
executed on behalf of each of them respectively, by their respective officers thereunto duly
authorized, in multiple originals, all as of the day and year first above written.
ASSIGNOR ASSIGNEE
Saxony-Pacific,LLC City of Tigard,an Oregon municipal corporation
By: By:
Name: Name:
Its: Its:
Exhibit C, Page 2 of 50014-71024 PSA-Snronv-Pociic.DOCXLSP/3/13/2014
EXHIBIT A
Premises
Exhibit C,Page 3 of 30014-71024 PSA-Barony-Pacfic.DOCXISF/3/13/1014
EXHIBIT B
The Lease
Exhibit C, Page 4 of_ 50014-71024PSA-Saronv-Pagfic.DOCXISF/3//3/20!,
EXHIBIT D
ESA
Exhibit D 50014.71024 PSA-Saxon-Pacrfic.DOCXISF/3//3/2014
CITY OF TIGARD, OREGON
TIGARD CITY COUNCIL
RESOLUTION NO. 15-) 2
A RESOLUTION APPROVING OF THE PURCHASE OF THE SAXONY-PACIFIC PROPERTIES
(TAX LOTS 2S102AB02100 AND 2S102AB02000) AND AUTHORIZING THE CITY MANAGER TO
TAKE ALL NECESSARY ACTION TO COMPLETE THE PROPERTY PURCHASE
WHEREAS,in November 2010 Tigard voters passed a $17 million park bond measure that included up to 10
percent of funds for downtown public space acquisition;and
WHEREAS,the site will be studied to determine its suitability for public space;and
WHEREAS,within twenty-four months any portion of the site not identified as public space will be sold and
the Parks Bond fund shall be wholly or partially reimbursed with the proceeds of the land sale;and
WHEREAS, the seller and the City Center Development Agency have signed a purchase agreement and the
rights under the agreement have been assigned to the City of Tigard;and
WHEREAS,this agreement is subject to Council approval.
NOW,THEREFORE,BE IT RESOLVED by the Tigard City Council that:
SECTION 1: The City Council agrees to the terms of the attached Purchase Agreement and Escrow
Instructions including the purchase price of$515,500 for the Saxony-Pacific properties.
SECTION 2: The City Council authorizes the city manager to take all necessary action to complete the
Saxony-Pacific properties acquisition on behalf of the city.This includes,but is not limited to,
execution of the Purchase Agreement and Escrow Instructions and closing documents.
SECTION 3: This resolution is effective immediately upon passage.
PASSED: "Ihis { ��7 24 2015.
� day of
Mayo City of Tigard
ATTEST:
1/44`.4 So,A • 0.4yevt-
City Recorder-City of Tigard
RESOLUTION NO. 15-.2.2
Page 1
First American Title Company of Oregon
, 9200 SE Sunnybrook Blvd.,Ste 400
Clackamas,OR 97015
Phn- (503)659-0069
Fax- (866)902-9870
City of Tigard, a Municipal Corporation July 09, 2015
City of Tigard, Attn: Kenny Asher, 13125 SW Hall Blvd. File No.: 7072-2237910 (jrw)
Tigard, OR 97223
Re: Property: 12533, 12535, 12537 SW Main Street,Tigard, OR 97224
The closing of the above referenced transaction is now complete. For your records we enclose the following:
(Keep these instruments in a safe place as some of them cannot be replaced.)
• Final HUD-I Statement and/or Settlement Statement
• Original Recorded Warranty Deed
Your Deed and Policy of Title Insurance will be forwarded separately.
If checks are included in this •ackage,please negotiate as soon as possible. Should you have any questions or
-e. . her assistance, plea.e contact the undersigned.
first Amer a, itle Co •p• y of Oregon
Mary stant for
Julie Wright, Escrow Officer
First American Tide Company of Oregon
First American 9200 SE Sunnybrook Blvd., Ste 400•Clackamas, OR 97015
Office Phone:(503)659-0069 Office Fax:(866)902-9870
Buyer's Final Settlement Statement
Property: 12533, 12535, 12537 SW Main Street, Tigard, File No: 7072-2237910
OR 97224 Officer: Julie Wright/am
Settlement Date:
Disbursement Date: 07/09/2015
Print Date: 07/09/2015, 2:13 PM
Buyer: City of Tigard, a Municipal Corporation
Address: City of Tigard, Attn: Kenny Asher, 13125 SW Hall Blvd., Tigard, OR 97223
Seller: Beutler Exchange Group, LLC as Qualified Intermediary for Saxony-Pacific, LLC
Address: C/O Hans Finke, PO Box 1565, Wilsonville, OR 97070
Charge Description Buyer Charge ' Buyer Credit
Consideration:
Total Consideration 515,500.00
Deposits in Escrow:
Receipt No.707263076 on 04/16/2014 by City Center Redevelopment Agency 10,000.00
transfer from 1963757
Receipt No. 707272765 on 07/09/2015 by City of Tigard, a Municipal Corporation 514,213.57
Adjustments:
Security Deposit OR Dr Axle lease 300.00
Est.water and sewer 49.00-Hillers lease 49.00
Dr Axle Lease-Dep towards LMR 1,100.00
Prorations:
County Tax 07/01/15 to 07/09/15 @$4497.59/yr 98.58
Rents-OR Driveaxle 07/01/15 to 07/09/15 @$1665.00/mo 429.67
Rent- Hillers Emblem 07/09/15 to 08/01/15 @$1300.00/mo 964.52
Commission:
Commission Paid at Settlement to Jones, Lang& LaSalle 10,125.00
Title/Escrow Charges to:
E-recording Fee to First American Title Company of Oregon 5.00
Escrow/Closing Fee to First American Title Company of Oregon 600.00
Record Special Warranty deed to First American Title Company of Oregon 66.00
Totals 526,725.67 526,725.67
First Americ n Title Company of Oregon
ie igh
Page 1 of 1
Owner's Policy of Title Insurance
• First American ISSUED BY
First American Title Insurance Company
POLICY NUMBER
Owners Policy 5011400-2237910
Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be
given to the Company at the address shown in Section 18 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS,
FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company") insures, as of Date of Policy and, to the extent
stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance,sustained or incurred by the
Insured by reason of:
1. Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title.This Covered Risk includes but is not limited to insurance against loss from
(a) A defect in the Title caused by
(i) forgery,fraud,undue influence,duress, incompetency, incapacity,or impersonation;
(ii) failure of any person or Entity to have authorized a transfer or conveyance;
(iii) a document affecting Title not properly created,executed,witnessed,sealed,acknowledged,notarized,or delivered;
(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;
(v) a document executed under a falsified,expired,or otherwise invalid power of attorney;
(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic
means authorized by law; or
(vii)a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable,but unpaid.
(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an
accurate and complete land survey of the Land.The term"encroachment"includes encroachments of existing improvements located
on the Land onto adjoining land,and encroachments onto the Land of existing improvements located on adjoining land.
3. Unmarketable Title.
• 4. No right of access to and from the Land.
(Covered Risks Continued on Page 2)
In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of
Date of Policy shown in Schedule A.
First American Title Insurance Company
g . f
tl.1a\fy,I�e JC;kS9ITif fPF_t
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ge4111 -121,01/.4-teiLe9‘71.,
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(This Policy is valid only when Schedules A and B are attached) This Jacket was created electronically and constitutes an original document
Copyright 2006-2009 American Land Title Association.All rights reserved.The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use.
All other uses are prohibited.Reprinted under license from the American Land Title Association
Form 5011400(7-1-14) Page 1 of 9 ALTA Owner's Policy of Title Insurance(6-17-06)
COVERED RISKS(Continued)
5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning)
restricting,regulating,prohibiting,or relating to
(a) the occupancy,use,or enjoyment of the Land;
• (b) the character,dimensions,or location of any improvement erected on the Land;
(c) the subdivision of land;or
(d) environmental protection
if a notice,describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to
the extent of the violation or enforcement referred to in that notice.
6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement
action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that
notice.
7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land, is recorded in the Public Records.
8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.
9. Title being vested other than as stated in Schedule A or being defective
(a) as a result of the avoidance in whole or in part,or from a court order providing an alternative remedy,of a transfer of all or any part
of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior
transfer constituted a fraudulent or preferential transfer under federal bankruptcy,state insolvency,or similar creditors'rights laws; or
(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy,
state insolvency,or similar creditors'rights laws by reason of the failure of its recording in the Public Records
(i) to be timely,or
(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.
10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached
or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument
of transfer in the Public Records that vests Title as shown in Schedule A.
The Company will also pay the costs,attorneys'fees,and expenses incurred in defense of any matter insured against by this Policy, but only to
the extent provided in the Conditions.
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of Records at Date of Policy, but Known to the Insured Claimant
this policy, and the Company will not pay loss or damage, costs, and not disclosed in writing to the Company by the Insured
attorneys'fees,or expenses that arise by reason of: Claimant prior to the date the Insured Claimant became an
1. (a) Any law, ordinance, permit, or governmental regulation Insured under this policy;
(including those relating to building and zoning) restricting, (c) resulting in no loss or damage to the Insured Claimant;
regulating,prohibiting,or relating to (d) attaching or created subsequent to Date of Policy (however,
(i) the occupancy,use,or enjoyment of the Land; this does not modify or limit the coverage provided under
(ii) the character, dimensions, or location of any Covered Risk 9 and 10);or
improvement erected on the Land; (e) resulting in loss or damage that would not have been
(iii) the subdivision of land;or sustained if the Insured Claimant had paid value for the Title.
(iv) environmental protection; 4. Any claim, by reason of the operation of federal bankruptcy, state
or the effect of any violation of these laws, ordinances, or insolvency, or similar creditors' rights laws, that the transaction
governmental regulations. This Exclusion 1(a) does not vesting the Title as shown in Schedule A,is
modify or limit the coverage provided under Covered Risk
5 (a) a fraudulent conveyance or fraudulent transfer;or
(b) Any governmental police power. This Exclusion 1(b) does (b) a preferential transfer for any reason not stated in Covered
not modify or limit the coverage provided under Covered Risk 9 of this policy.
5. Any lien on the Title for real estate taxes or assessments imposed
Risk 6. by governmental authority and created or attaching between Date
2. Rights of eminent domain. This Exclusion does not modify or of Policy and the date of recording of the deed or other instrument
limit the coverage provided under Covered Risk 7 or 8. of transfer in the Public Records that vests Title as shown in
3. Defects,liens,encumbrances,adverse claims,or other matters Schedule A.
(a) created, suffered, assumed, or agreed to by the Insured
Claimant;
(b) not Known to the Company,not recorded in the Public
•
Form 5011400(7-1-14) Page 2 of 9 ALTA Owner's Policy of Title Insurance(6-17-06)
•
CONDITIONS
1. DEFINITION OF TERMS notice of matters relating to real property to purchasers for
The following terms when used in this policy mean: value and without Knowledge.With respect to Covered Risk
(a) "Amount of Insurance": The amount stated in Schedule A, 5(d), "Public Records" shall also include environmental
as may be increased or decreased by endorsement to this protection liens filed in the records of the clerk of the United
policy, increased by Section 8(b), or decreased by Sections States District Court for the district where the Land is located.
10 and 11 of these Conditions. (j) "Title":The estate or interest described in Schedule A.
(b) "Date of Policy":The date designated as"Date of Policy"in (k) "Unmarketable Title": Title affected by an alleged or apparent
Schedule A. matter that would permit a prospective purchaser or lessee of
(c) "Entity": A corporation, partnership, trust, limited liability the Title or lender on the Title to be released from the
company,or other similar legal entity. obligation to purchase, lease, or lend if there is a contractual
(d) "Insured":The Insured named in Schedule A. condition requiring the delivery of marketable title.
(i) The term"Insured"also includes 2. CONTINUATION OF INSURANCE
(A) successors to the Title of the Insured by The coverage of this policy shall continue in force as of Date of
operation of law as distinguished from purchase, Policy in favor of an Insured, but only so long as the Insured
including heirs, devisees, survivors, personal retains an estate or interest in the Land, or holds an obligation
representatives,or next of kin; secured by a purchase money Mortgage given by a purchaser from
(B) successors to an Insured by dissolution, merger, the Insured, or only so long as the Insured shall have liability by
consolidation,distribution,or reorganization; reason of warranties in any transfer or conveyance of the Title.
(C) successors to an Insured by its conversion to This policy shall not continue in force in favor of any purchaser
another kind of Entity; from the Insured of either(i) an estate or interest in the Land, or
(D) a grantee of an Insured under a deed delivered (ii) an obligation secured by a purchase money Mortgage given to
without payment of actual valuable consideration the Insured.
conveying the Title 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
(1) if the stock, shares, memberships, or other The Insured shall notify the Company promptly in writing (i) in
equity interests of the grantee are wholly- case of any litigation as set forth in Section 5(a) of these
owned by the named Insured, Conditions, (ii) in case Knowledge shall come to an Insured
(2) if the grantee wholly owns the named hereunder of any claim of title or interest that is adverse to the
Insured, Title, as insured, and that might cause loss or damage for which
(3) if the grantee is wholly-owned by an the Company may be liable by virtue of this policy, or (iii) if the
affiliated Entity of the named Insured, Title, as insured, is rejected as Unmarketable Title. If the Company
provided the affiliated Entity and the named is prejudiced by the failure of the Insured Claimant to provide
Insured are both wholly-owned by the same prompt notice, the Company's liability to the Insured Claimant
person or Entity,or under the policy shall be reduced to the extent of the prejudice.
(4) if the grantee is a trustee or beneficiary of a 4. PROOF OF LOSS
trust created by a written instrument In the event the Company is unable to determine the amount of
established by the Insured named in loss or damage, the Company may, at its option, require as a
Schedule A for estate planning purposes. condition of payment that the Insured Claimant furnish a signed
(ii) With regard to (A), (B), (C), and (D) reserving, proof of loss. The proof of loss must describe the defect, lien,
however, all rights and defenses as to any successor encumbrance, or other matter insured against by this policy that
that the Company would have had against any constitutes the basis of loss or damage and shall state, to the
predecessor Insured. extent possible, the basis of calculating the amount of the loss or
(e) "Insured Claimant": An Insured claiming loss or damage. damage.
(f) "Knowledge" or "Known": Actual knowledge, not 5. DEFENSE AND PROSECUTION OF ACTIONS
constructive knowledge or notice that may be imputed to (a) Upon written request by the Insured, and subject to the
an Insured by reason of the Public Records or any other options contained in Section 7 of these Conditions, the
records that impart constructive notice of matters affecting Company, at its own cost and without unreasonable delay,
the Title. shall provide for the defense of an Insured in litigation in
(g) "Land": The land described in Schedule A,, and affixed which any third party asserts a claim covered by this policy
improvements that by law constitute real property. The adverse to the Insured.This obligation is limited to only those
term"Land"does not include any property beyond the lines stated causes of action alleging matters insured against by
of the area described in Schedule A, nor any right, title, this policy. The Company shall have the right to select
interest, estate, or easement in abutting streets, roads, counsel of its choice (subject to the right of the Insured to
avenues, alleys, lanes, ways, or waterways, but this does object for reasonable cause) to represent the Insured as to
not modify or limit the extent that a right of access to and those stated causes of action.It shall not be liable for and will
from the Land is insured by this policy. not pay the fees of any other counsel. The Company will not
(h) "Mortgage": Mortgage, deed of trust, trust deed, or other pay any fees, costs, or expenses incurred by the Insured in
security instrument, including one evidenced by electronic • the defense of those causes of action that allege matters not
means authorized by law. insured against by this policy.
(i) "Public Records": Records established under state statutes
at Date of Policy for the purpose of imparting constructive
Form 5011400(7-1-14) Page 3 of 9 ALTA Owner's Policy of Title Insurance(6-17-06)
CONDITIONS(Continued)
•
(b) The Company shall have the right, in addition to the 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;
options contained in Section 7 of these Conditions, at its TERMINATION OF LIABILITY
own cost, to institute and prosecute any action or In case of a claim under this policy, the Company shall have the
proceeding or to do any other act that in its opinion may be following additional options:
necessary or desirable to establish the Title, as insured, or (a) To Pay or Tender Payment of the Amount of Insurance.
to prevent or reduce loss or damage to the Insured. The To pay or tender payment of the Amount of Insurance under
Company may take any appropriate action under the terms this policy together with any costs, attorneys' fees, and
of this policy, whether or not it shall be liable to the expenses incurred by the Insured Claimant that were
Insured. The exercise of these rights shall not be an authorized by the Company up to the time of payment or
admission of liability or waiver of any provision of this tender of payment and that the Company is obligated to pay.
policy. If the Company exercises its rights under this
subsection,it must do so diligently. Upon the exercise by the Company of this option, all liability
(c) Whenever the Company brings an action or asserts a
and obligations of the Company to the Insured under this
defense as required or permitted by this policy, the policy, other than to make the payment required in this
Company may pursue the litigation to a final determination subsection,shall terminate, including any liability or obligation
by a court of competent jurisdiction, and it expressly to defend, prosecute,or continue any litigation.
reserves the right, in its sole discretion, to appeal any (b) To Pay 'or Otherwise Settle With Parties Other Than the
adverse judgment or order. Insured or With the Insured Claimant.
6. DUTY OF INSURED CLAIMANT TO COOPERATE (i) To pay or otherwise settle with other parties for or in the
(a) In all cases where this policy permits or requires the name of an Insured Claimant any claim insured against
Company to prosecute or provide for the defense of any under this policy. In addition, the Company will pay any
action or proceeding and any appeals, the Insured shall costs, attorneys' fees, and expenses incurred by the
secure to the Company the right to so prosecute or provide Insured Claimant that were authorized by the Company
defense in the action or proceeding, including the right to up to the time of payment and that the Company is
use,at its option,the name of the Insured for this purpose. obligated to pay;or
Whenever requested by the Company, the Insured, at the
Company's expense, shall give the Company all reasonable (ii) To pay or otherwise settle with the Insured Claimant the
loss or damage provided for under this policy, together
aid (i) in securing evidence, obtaining witnesses, with any costs, attorneys' fees, and expenses incurred
prosecuting or defending the action or proceeding, or by the Insured Claimant that were authorized by the
effecting settlement, and (ii) in any other lawful act that in Company up to the time of payment and that the
the opinion of the Company may be necessary or desirable Company is obligated to pay.
to establish the Title or any other matter as insured. If the Upon the exercise by the Company of either of the options
Company is prejudiced by the failure of the Insured to
furnish the required cooperation;the Company's obligations provided for in subsections (b)(i) or (ii), the Company's
to the Insured under the policy shall terminate, including obligations to the Insured under this policy for the claimed
any liability or obligation to defend, prosecute, or continue loss or damage, other than the payments required to be
any litigation, with regard to the matter or matters made, shall terminate, including any liability or obligation to
requiring such cooperation. defend, prosecute,or continue any litigation.
(b) The Company may reasonably require the Insured Claimant 8. DETERMINATION AND EXTENT OF LIABILITY
to submit to examination under oath by any authorized This policy is a contract of indemnity against actual monetary loss
representative of the Company and to produce for or damage sustained or incurred by the Insured Claimant who has
examination, inspection, and copying, at such reasonable suffered loss or damage by reason of matters insured against by
times and places as may be designated by the authorized this policy.
representative of the Company, all records, in whatever (a) The extent of liability of the Company for loss or damage
medium maintained, including books, ledgers, checks, under this policy shall not exceed the lesser of
memoranda,correspondence,reports,e-mails,disks,tapes, (i) the Amount of Insurance;or
and videos whether bearing a date before or after Date of (ii) the difference between the value of the Title as insured
Policy, that reasonably pertain to the loss or damage. and the value of the Title subject to the risk insured
Further, if requested by any authorized representative of against by this policy.
the Company, the Insured Claimant shall grant its (b) If the Com
permission, in writing, for any authorized representative of aan Y pursues its rights under Section 5 of these
the Company to examine, inspect, and copy all of these Conditions and is unsuccessful in establishing the Title, as
records in the custody or control of a third party that insured,
reasonably pertain to the loss or damage. All information (i) the Amount of Insurance shall be increased by 10%,and
designated as confidential by the Insured Claimant (ii) the Insured Claimant shall have the right to have the
provided to the Company pursuant to this Section shall not loss or damage determined either as of the date the
be disclosed to others unless, in the reasonable judgment claim was made by the Insured Claimant or as of the
of the Company, it is necessary in the administration of the date it is settled and paid.
claim. Failure of the Insured Claimant to submit for (c) In addition to the extent of liability under (a) and (b), the
examination under oath, produce any reasonably requested Company will also pay those costs, attorneys' fees, and
information, or grant permission to secure reasonably expenses incurred in accordance with Sections 5 and 7 of
necessary information from third parties as required in this these Conditions.
subsection, unless prohibited by law or governmental
regulation, shall terminate any liability of the Company
under this policy as to that claim.
Form 5011400(7-1-14) Page 4 of 9 ALTA Owner's Policy of Title Insurance(6-17-06)
' CONDITIONS(Continued)
9. LIMITATION OF LIABILITY Association("Rules'). Except as provided in the Rules,there shall
(a) If the Company establishes the Title, or removes the be no joinder or consolidation with claims or controversies of
alleged defect, lien, or encumbrance, or cures the lack of other persons.Arbitrable matters may include, but are not limited
a right of access to or from the Land, or cures the claim to, any controversy or claim between the Company and the
of Unmarketable Title, all as insured, in a reasonably Insured arising out of or relating to this policy, any service in
diligent manner by any method, including litigation and connection with its issuance or the breach of a policy provision,
the completion of any appeals, it shall have fully or to any other controversy or claim arising out of the transaction
performed its obligations with respect to that matter and giving rise to this policy. All arbitrable matters when the Amount
shall not be liable for any loss or damage caused to the of Insurance is $2,000,000 or less shall be arbitrated at the
Insured. option of either the Company or the Insured. All arbitrable
(b) In the event of any litigation, including litigation by the matters when the Amount of Insurance is in excess of
Company or with the Company's consent, the Company $2,000,000 shall be arbitrated only when agreed to by both the
shall have no liability for loss or damage until there has Company and the Insured. Arbitration pursuant to this policy and
been a final determination by a court of competent under the Rules shall be binding upon the parties. Judgment
jurisdiction, and disposition of all appeals, adverse to the upon the award rendered by the Arbitrator(s) may be entered in
Title,as insured. any court of competent jurisdiction.
(c) The Company shall not be liable for loss or damage to the 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE
Insured for liability voluntarily assumed by the Insured in CONTRACT
settling any claim or suit without the prior written consent (a) This policy together with all endorsements, if any, attached
of the Company. to it by the Company is the entire policy and contract
10. REDUCTION OF INSURANCE; REDUCTION OR between the Insured and the Company. In interpreting any
TERMINATION OF LIABILITY provision of this policy, this policy shall be construed as a
All payments under this policy, except payments made for whole.
costs, attorneys'fees, and expenses, shall reduce the Amount (b) Any claim of loss or damage that arises out of the status of
of Insurance by the amount of the payment. the Title or by any action asserting such claim shall be
11. LIABILITY NONCUMULATIVE restricted to this policy.
The Amount of Insurance shall be reduced by any amount the (c) Any amendment of or endorsement to this policy must be in
Company pays under any policy insuring a Mortgage to which writing and authenticated by an authorized person, or
exception is taken in Schedule B or to which the Insured has expressly incorporated by Schedule A of this policy.
agreed,assumed,or taken subject,or which is executed by an (d) Each endorsement to this policy issued at any time is made
Insured after Date of Policy and which is a charge or lien on a part of this policy and is subject to all of its terms and
the Title, and the amount so paid shall be deemed a payment provisions. Except as the endorsement expressly states, it
to the Insured under this policy. does not (i) modify any of the terms and provisions of the
12. PAYMENT OF LOSS policy, (ii) modify any prior endorsement, (iii) extend the
When liability and the extent of loss or damage have been Date of Policy,or(iv)increase the Amount of Insurance.
definitely fixed in accordance with these Conditions, the 16. SEVERABILITY
payment shall be made within 30 days. In the event any provision of this policy, in whole or in part, is
13. RIGHTS OF RECOVERY UPON PAYMENT OR held invalid or unenforceable under applicable law, the policy
SETTLEMENT shall be deemed not to include that provision or such part held to
(a) Whenever the Company shall have settled and paid a be invalid, but all other provisions shall remain in full force and
claim under this policy,it shall be subrogated and entitled effect.
to the rights of the Insured Claimant in the Title and all 17. CHOICE OF LAW;FORUM
other rights and remedies in respect to the claim that the (a) Choice of Law:The Insured acknowledges the Company has
Insured Claimant has against any person or property, to underwritten the risks covered by this policy and
the extent of the amount of any loss, costs, attorneys' determined the premium charged therefor in reliance upon
fees,and expenses paid by the Company. If requested by the law affecting interests in real property and applicable to
the Company, the Insured Claimant shall execute the interpretation, rights, remedies, or enforcement of
documents to evidence the transfer to the Company of policies of title insurance of the jurisdiction where the•Land
these rights and remedies. The Insured Claimant shall is located.
permit the Company to sue, compromise, or settle in the Therefore, the court or an arbitrator shall apply the law of
name of the Insured Claimant and to use the name of the the jurisdiction where the Land is located to determine the
Insured Claimant in any transaction or litigation involving validity of claims against the Title that are adverse to the
these rights and remedies. Insured and to interpret and enforce the terms of this
If a payment on account of a claim does not fully cover policy. In neither case shall the court or arbitrator apply its
the loss of the Insured Claimant,the Company shall defer conflicts of law principles to determine the applicable law.
the exercise of its right to recover until after the Insured (b) Choice of Forum: Any litigation or other proceeding brought
Claimant shall have recovered its loss. by the Insured against the Company must be filed only in a
(b) The Company's right of subrogation includes the rights of state or federal court within the United States of America or
the Insured to indemnities, guaranties, other policies of its territories having appropriate jurisdiction.
insurance, or bonds, notwithstanding any terms or 18. NOTICES,WHERE SENT
conditions contained in those instruments that address Any notice of claim and any other notice or statement in writing
subrogation rights. required to be given to the Company under this policy must be
14. ARBITRATION given to the Company at First American Title Insurance
Either the Company or the Insured may demand that the claim Company, Attn: Claims National Intake Center, 1 First
or controversy shall be submitted to arbitration pursuant to the American Way; Santa Ana, CA 92707. Phone: 888-632-
Title Insurance Arbitration Rules of the American Land Title 1642.
Form 5011400(7-1-14) Page 5 of 9 ALTA Owner's Policy of Title Insurance(6-17-06)
Owner's Policy of Title Insurance
z 'Tst A erica
n
I ISSUED BY
Schedule A First American Title Insurance Company
POLICY NUMBER
2237910
Name and Address of Title Insurance Company:
First American Title Insurance Company, 1 First American Way,Santa Ana, CA 92707.
File No.: 7072-2237910
Address Reference: 12533, 12535, 12537 SW Main Amount of Insurance: $515,500.00
Street, Tigard, OR 97224
Premium: $1,374.00 Date of Policy: July 09, 2015 at 2:01 p.m.
1. Name of Insured:
City of Tigard, an Oregon municipal corporation
2. The estate or interest in the Land that is insured by this policy is:
Fee Simple
3. Title is vested in:
City of Tigard, an Oregon municipal corporation
4. The Land referred to in this policy is described as follows:
PARCEL I:
BEGINNING AT AN IRON PIPE MARKING THE NORTHWEST CORNER OF THE SOUTH 1/2 OF THE
JOHN HICKLIN DONATION LAND CLAIM NO. 37 IN TOWNSHIP 2 SOUTH, RANGE 1 WEST,
WILLAMETTE MERIDIAN, WASHINGTON COUNTY, OREGON.
AND RUNNING THENCE SOUTH 45°00' WEST ON LINE BETWEEN THE SAID JOHN HICKLIN
DONATION LAND CLAIM AND THE GEORGE RICHARDSON DONATION LAND CLAIM, A DISTANCE
OF 1807.1 FEET TO A POINT; THENCE SOUTH 45°00' EAST ALONG THE EASTERLY LINE OF
THAT CERTAIN TRACT OF LAND CONVEYED TO EMIL A. AND OLIVIA T. JOHNSON BY DEED AS
RECORDED IN BOOK 118 PAGE 0069, WASHINGTON COUNTY, DEED RECORDS A DISTANCE OF
131.0 FEET TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT; THENCE FROM
THE DESCRIBED POINT OF BEGINNING SOUTH 45°00' EAST ALONG THE EASTERLY LINE OF
SAID JOHNSON TRACT A DISTANCE OF 93.0 FEET TO A POINT ON THE NORTHERLY LINE OF
THE PACIFIC HIGHWAY; THENCE FOLLOWING SAID NORTHERLY LINE OF THE PACIFIC
HIGHWAY ON A 5730.0 FOOT RADIUS CURVE TO THE RIGHT(THE LONG CHORD OF WHICH
BEARS SOUTH 57°31' WEST 23.5 FEET) 23.5 FEET TO A POINT MARKED BY AN IRON HIGHWAY
RIGHT OF WAY MARKER; THENCE SOUTH 57°38' WEST ALONG SAID RIGHT OF WAY LINE 145.0
FEET TO A POINT IN THE CENTER OF FANNO CREEK; THENCE NORTH 36°30' WEST IN THE
CENTER OF FANNO CREEK A DISTANCE OF 78.6 FEET TO A POINT; THENCE NORTH 55°52'
WEST IN THE CENTER OF FANNO CREEK A DISTANCE OF 6.1 FEET TO A POINT; THENCE
NORTH 55°09' EAST ALONG THE HIGHWAY RIGHT OF WAY LINE A DISTANCE OF 156.4 FEET
TO THE POINT OF BEGINNING.
PARCEL II:
Form 5011400(7-1-14) Page 6 of 9 ALTA Owner's Policy of Title Insurance(6-17-06)
BEGINNING AT AN IRON PIPE MARKING THE NORTHEAST CORNER OF THE SOUTH 1/2 OF THE
JOHN HICKLIN DONATION LAND CLAIM IN TOWNSHIP 2 SOUTH, RANGE 1 WEST, WILLAMETTE
• MERIDIAN, WASHINGTON COUNTY, OREGON.
AND RUNNING THENCE SOUTH 45°18' WEST ALONG THE DONATION LAND CLAIM LINE 1814.5
FEET TO THE MOST WESTERLY CORNER OF LOT 15 OF ELECTRIC ADDITION TO TIGARDVILLE (
PLAT BOOK 2, PAGE 0042), A DULY RECORDED SUBDIVISION IN WASHINGTON COUNTY,
OREGON; THENCE SOUTH 44°47' EAST ON THE SOUTHWESTERLY LINE OF SAID LOT 15 AND
THE NORTHEASTERLY LINE OF A TRACT OF LAND CONVEYED TO EMIL JOHNSON BY DEED AS
RECORDED IN BOOK 118 PAGE 0069 OF WASHINGTON COUNTY DEED RECORDS, 131.0 FEET
TO THE WESTERLY CORNER OF THE SOUTHEASTERLY 1/2 OF SAID LOT 15 AND THE TRUE
POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT; THENCE FROM THE DESCRIBED
POINT OF BEGINNING SOUTH 44°4T EAST ON SAID SOUTHWESTERLY LINE OF LOT 15 A
DISTANCE OF 96.0 FEET TO THE NORTHERLY LINE OF THE OLD TAYLORS FERRY ROAD;
THENCE NORTH 60°12' EAST ON SAID ROAD LINE 22.2 FEET TO AN IRON; THENCE NORTH
36°10' WEST 48.3 FEET TO AN IRON; THENCE NORTH 60°12' EAST 40.1 FEET TO AN IRON;
THENCE NORTH 36°10' WEST 65.0 FEET TO AN IRON ON THE EASTERLY BOUNDARY OF THE
STATE HIGHWAY; THENCE SOUTH 45°14' WEST ALONG SAID LINE, 77.24 FEET TO THE POINT
OF BEGINNING.
EXCEPTING THEREFROM A PORTION OF A LAND CONVEY TO THE CITY OF TIGARD,
WASHINGTON COUNTY, OREGON FOR ROAD OR STREET PURPOSES RECORDED ON
SEPTEMBER 13, 2012 AS FEE NO. 2012 076047
NOTE: This legal description was created prior to January 1, 2008.
•
Form 5011400(7-1-14) Page 7 of 9 ALTA Owner's Policy of Title Insurance(6-17-06)
Owner's Policy of Title Insurance
° First American
ISSUED BY
Schedule BFirst American Title Insurance Company
POLICY NUMBER
2237910
EXCEPTIONS FROM COVERAGE
File No.: 7072-2237910
This policy does not insure against loss or damage, and the Company will not pay costs, attorneys' fees,
or expenses that arise by reason of:
1. Taxes or assessments which are not shown as existing liens by the records of any taxing
authority that levies taxes or assessments on real property or by the public records; proceedings
by a public agency which may result in taxes or assessments, or notices of such
proceedings, whether or not shown by the records of such agency or by the public records.
2. Facts, rights, interests or claims which are not shown by the public records but which could be
ascertained by an inspection of the land or by making inquiry of persons in possession thereof.
3. Easements, or claims of easement, not shown by the public records; reservations or exceptions in
patents or in Acts authorizing the issuance thereof; water rights, claims or title to water.
4. Any encroachment (of existing improvements located on the subject land onto adjoining land or
of existing improvements located on adjoining land onto the subject land), encumbrance,
violation, variation, or adverse circumstance affecting the title that would be disclosed by an
accurate and complete land survey of the subject land.
5. Any lien, or right to a lien, for services, labor, material, equipment rental or workers
compensation heretofore or hereafter furnished, imposed by law and not shown by the public
records.
This exception (#5) is hereby waived without additional cost in accordance with the provisions of
the Oregon Title Insurance Rating Manual provision 5.001 A 5 PROVIDED a Lender has been
issued a simultaneous title insurance policy on the subject property and to the extent this
exception has been eliminated or modified on.said Lender's policy.
6. Water rights, claims to water or title to water, whether or not such rights are a matter of public
record.
7. Taxes for the fiscal year 2015-2016 a lien due, but not yet payable.
8. Statutory powers and assessments of Clean Water Services.
9. Easement, including terms and provisions contained therein:
Recording Information: July 13, 1964 in Book 517, Page 0282
In Favor of: City of Tigard
For: sewer
Form 5011400(7-1-14) Page 8 of 9 ALTA Owner's Policy of Title Insurance(6-17-06)
10. Easement, including terms and provisions contained therein:
Recording Information: November 20, 1972 in Book 897, Page 0977
In Favor of: Unified Sewerage Agency
For: sewer
11. Easement, including terms and provisions contained therein:
Recording Information: November 20, 1972 in Book 897, Page 0979
In Favor of: Unified Sewerage Agency
For: sewer
12. Easement, including terms and provisions contained therein:
Recording Information: September 13, 2012 as Fee No. 2012 076047
In Favor of: City of Tigard
For: Temporary Construction
•
13. Consent Judgment, recorded June 12, 2015 as fee no. 2015-046428, case no. C152218CV, filed
May 29, 2015, including the terms and provisions thereof.
Form 5011400(7-1-14) Page 9 of 9 ALTA Owner's Policy of Title Insurance(6-17-06)