Hall Boulevard COVENANT NOT TO MARKET OR SELL PROPERTY
DATED: October 4, 1988 3 I9
88
BETWEEN: HOODY CORPORATION
An Oregon Corporation
5555 S.W. 107th
Beaverton, Oregon 97005 ("HOODY")
AND: CITY OF TIGARD., OREGON
A Municipal Corporation
13125 S.W. Hall Blvd.
P.O. Box 23397
Tigard, Oregon 97223 ("CITY")
A. Hoody owns the real property in the City of Tigard, Washington
County, Oregon, designated on the attached Exhibit A (the "Property").
B. City has expressed an interest in purchasing the Property from Hoody.
C. In order to determine whether to proceed to purchase the Property,
the City needs time to conduct certain research and analysis concerning such
purchase.
D. The City desires that Hoody refrain from selling, leasing or
encumbering the Property during the period that the City conducts such
research and analysis, and is willing to compensate Hoody for agreeing to do
SO.
AGREEMENTS
In consideration of the foregoing, and the mutual covenants of the parties
contained herein, the parties agree as follows:
1. Period for Research. Between the date of this agreement and February
1, 1989 (the "Research Period") , Hoody agrees that Hoody will not:
(a) . sell or contract to sell the Property or any portion thereof;
(b). enter into or renew any agreement listing the Property with
any real estate broker;
(c). enter into or renew any leases of the Property or any portion
thereof for terms greater than ninety (90) days (except pursuant to existing
lease options or lease renewal options); or
W. otherwise alienate or encumber the Property in any way that
would prevent the City from purchasing all of Hoody's right and title in the
Property.
2. Payment. In consideration of Hoody's agreements set forth above, the
City agrees to pay to hoody the sum of $1,000 to be delivered in immediately
available funds concurrent with the execution of this Agreement.
3. Investigation; Access to Property. During the Research Period, Hoody
shall grant City access to the Property as may be reasonably necessary for the
limited purpose of conducting the following:
(a). A visual inspection of the Property and the improvements
located on the Property.
(b) . A survey of the Property.
(c). An appraisal of the Property.
(d). A visual inspection of the low-lying areas on the Property to
determine the potential of filling such areas.
4. City's Liability. City will compensate Hoody for any damage to the
Property caused by its employees, agents or independent contractors in the
course of the City's investigations of the Property. City will indemnify
Hoody and hold Hoody harmless from and against all claims and liability for
damages to persons or property arising out of or relating to the conduct of
the City's investigations on the Property.
5. Information.
5.1 Information Provided to Hoody. City agrees to give Hoody
access to all information relating to the Property that City may develop or
obtain in the course of its investigations during the Research Period.
5.2 Information Provided to City. Hoody agrees to make available
to City such information concerning the Property as City may reasonably
request during the Research Period, including information regarding all leases
and lease options affecting the Property.
5.3 Confidentiality. City agrees that all information concerning
the Property that the City may develop or obtain during the Research Period
shall be confidential. Neither City nor its agents, employees or contractors
shall disclose any such information to third parties, except as required by
law.
6. Entire Agreement; Modification. This Agreement contains the entire
agreement between the parties. It may not be amended or modified in any way
except by written agreement of both parties.
7. Non-Assignment; Third Party Beneficiary. This Agreement may not be
assigned by either party without the prior written consent of the other
party. The parties agree that there are no intended third-party beneficiaries
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
CITY: CITY OF TIGARD, ORE
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HOODY: By:
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