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2002-109959 & 2001-026183 Burnham Street Wast 'on County,Oregon 2002.109959 1/909/' b2 01:54:51 PM D-DW ret■1 Stn■21 RECORD81 $20.00$5.00$11.00 -Total=$37.00 CO1 I 1111111 111111111111111 00167651200201099590040045 I,Jerry Hanson,Director of A merit and Taxation ,aa and Ex-Officio County Clerk for Washington County, do hereby certify that the within instrument of writing u 1wN�I'III��I was received and recorded in the bo k of records of in' �+"l � ���fl'�I illi"'1'���`,.I \\ said county. . � (�! f Jerry R.Hanson,Director ment and Taxation, "'� ( Ex-Officio County Clerk CITY OF TIGARD 13125 SW Ha11 Blvd. Tigard, OR 97223 COVER PAGE FOR RECORDING Name of Transaction: Warranty Deed Name of Person (Grantor, Grantee, etc.): Grantor Margaret M. McDaid Grantee City of Tigard The True Consideration for this conveyance is : Value promised and given After recording, return to: City of Tigard Records Division 13125 SW Hall Blvd. Tigard, OR 97223 'tow Neili 111111111111/11 I III 2002-109959 Return Recorded Document To: City Hall Records Department, City of Tigard 13125 SW Hall Boulevard Tigard,Oregon 97223 WARRANTY DEED This Warranty Deed is in addition to and correction of that certain Warranty Deed between Margaret M.McDaid ("Grantor")and the City of Tigard("Grantee")recorded in the official records of Washington County,Oregon as instrument number 2001-026183,on March 29,2001 (the"Prior Deed"). In addition to the estate conveyed by the Prior Deed,Grantor conveys and warrants to Grantee all right,title and interest now or hereafter held or obtained by Grantor,including,but not limited to,any and all reversionary interests and rights of entry,in the following described real property(the"Property"): See Attached Exhibit"A" The Property is conveyed without reservation of rights or encumbrances of any nature. The true consideration for this conveyance consists of value promised and given. THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930. Dated this 14th day of September,2002. GRANTOR: .4-062 P, 4-( g Margaret�t�I.McDaid STATE OF OREGON ) ss COUNTY OF ..lut ) . .-1edged°•before me on Seta 4 attioev �� � iii,�Z�-�by{Margaret M.McDaid. f • h OFRCIAL SEAL �i,T�wCi �� �(Pi��l/� .A ,,- DE ANN H. FRANNU �" NOTARY PUBLIC-OREGON 4, COMMISSION NO 345213 Notary Public MY COMMISSION EXPRES MAY 7 2005 My Commission expires: ft li Accepted on behalf of the City of Tigard this 24day of September,2002. Q1 P. 0 - City 4gineer STATE OF OREGON ) ) ss COUNTY OF & 5 Dt5'1b4) T is instrument was acknowledged before me on 22,p4e yh64.r gO,02C by Notary Public My Commission exp. //]/D3 w ` ~r, OFFICIAL SEAL '''' DIANE M JELDERKS 'Y NOTARY PUBLIC-OREGON ' COMMISSION NO.326578 MY COMMISSION EXPIRES SEPT.07,2003 EXHIBIT 'B' CITY OF TIGARD *10AuPERTY OF MARGARET McDAID SCALE LOCATED IN NW QUARTER OF NE QUARTER OF SECTION 02 T2S R1E W.M. WASHINGTON COUNTY, OREGON AS OF THIS DATER KNOWN AS TAX LOT 05000 SW MAIN STREET 11111111 MARGARET McDAID PROPERTY 2S1 02AB TAX LOT 5000 w z 3> 0 70 In 11111 I -4 2002-109959 `ome EXHIBIT "A" Legal Description 2002-109959 A tract of land in the George Richardson Donation Land Claim and lying in Section 2, Township 2 South, Range 1 West of the Willamette Meridian, in the City of Tigard, County of Washington and State of Oregon, described as follows: Beginning at an iron bolt set at the most Southerly corner of a tract of land situate in Township 2 South, Range 1 West of the Willamette Meridian conveyed to Helen M. Conzelman by Edward A. Woodward and Veronica T. Woodward, husband and wife, by Deed as recorded in Book 244, Page 67, Deed Records of Washington County, Oregon, being also the most Westerly corner of that certain tract described in Deed as recorded in Book 95, Page 422, Deed Records of said county and state; and running thence North 45°34' West 57.25 feet to an iron pipe; thence North 48°15' East 22.2 feet to an iron rod; thence South 45°34' East 57.25 feet to an iron pipe; thence South 48°15' West 22.2 feet to the point of beginning. ALSO including the following tract: Beginning at an iron pipe in the center of the Taylor's Bridge Road set for the most Northerly corner of the Burnham Tract; and running thence South 45°27' East following the Northeasterly line of said Burnham Tract 230 feet to a stake and which stake marks the beginning point of the land hereby described; thence Northeasterly, parallel with the center of said Taylor's Bridge Road, 94.2 feet to the line of the tract of land owned on July 29, 1911, by William Kruger; thence North 45°27' West following the Southwest line of said Kruger Tract 57 3/4 feet; thence Southwesterly parallel with said center line of said Taylor's Bridge Road 94.2 feet to the said Northeast line of said Burnham Tract; thence South 45°27' East 57 feet to the place of beginning. R s RETURN RECORDED' DOCI 'NT TO: ATE OF OREGON J ' CITY HALL RECORDS DEP .3UNT, SS j County of Washington l~ ~ CITY OF TIGARD 13125 SW Hall Blvd. I, Jerry R Hanson, f?rr~c~or of Assess- Tigard, OR 97223 ment and :`faiki.6h ..4 d >rx ©ffr~" County Clerk for Laid coanty dd heraby cbrtify that INDIVIDUAL the withrnrinstIIJ- rienf of tiuritir was deceived and recor,O'ed In- Ook of :records f said county k f File No. S fa Jerry -1 I-ianson ljirector of Assessment; and taxation, Ex WARRANTY DEED - STATUTORY FORM b#ico Cc~uia%£ ierk Doc ; 200102618:3 ROAD RIGHT-OF-WAY Rect: 275407 32.00 03/29/2001. 02:03:28pm Space above reserved for Washington Counn Recording infomation Margaret McDaid, Grantor, conveys, warrants, and dedicates to the City of Tigard, Grantee, for the purpose of road and utility improvements, for public road right-of-way, the following described real property free of encumbrances except as specifically set forth herein, situated in Washington County, Oregon, to-wit: See Attached Exhibit "A" The said property is free from all encumbrances. The true consideration for this conveyance is $147,000.00. THIS INSTRUMENT WILL NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TIME TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES. IN WITNESS WHEREOF, I hereunto set my hand on this Z(c, 21 day of JMQ. ✓ , i-. 120-(2L_. /'//kLa' w7 Margare4 cDaid / 1L7c3tp QV ~ ti e e c^ El ia Tax Statement Mailing Address Mailing Address STATE OF OREGON ) ) ss. County of Washington ) This instrument was acknowledged before me on 26-g Z:412 .date) by: Margaret McDaid OFFICIAL SEAL NATHAN R POOL, 40TARY PUBLIC-OREGON Notary s Signature COMMISSIONNO. 308615 MY COMMISSION EXPIRES JAN 30, 2002 ~My Commission Expires: Accepted on behalf of the City of Tigard this '~O day of , 200 City Engineer WARRANTY DEED / McDaid.02 I 1 ~ EXHIBIT "A" Legal Description A tract of land in the George Richardson Donation Land Claim and lying in Section 2, Township 2 South, Range 1 West of the Willamette Meridian, in the City of Tigard, County of Washington and State of Oregon, described as follows: Beginning at an iron bolt set at the most Southerly corner of a tract of land situate in Township 2 South, Range 1 West of the Willamette Meridian conveyed to Helen M. Conzelman by Edward A. Woodward and Veronica T. Woodward, husband and wife, by Deed as recorded in Book 244, Page 67, Deed Records of Washington County, Oregon, being also the most Westerly corner of that certain tract described in Deed as recorded in Book 95, Page 422, Deed Records of said county and state; and running thence North 45°34' West 57.25 feet to an iron pipe; thence North 48°15' East 22.2 feet to an iron rod; thence South 45°34' East 57.25 feet to an iron pipe; thence South 48°15' West 22.2 feet to the point of beginning. ALSO including the following tract: Beginning at an iron pipe in the center of the Taylor's Bridge Road set for the most Northerly corner of the Burnham Tracts and running thence South 45°27' East following the Northeasterly line of said Burnham Tract 230 feet to a stake and which stake marks the beginning point of the land hereby described; thence Northeasterly, parallel with the center of said Taylor's Bridge Road, 94.2 feet to the line of the tract of land owned on July 29, 1911, by William Kruger; thence North 45°27' West following the Southwest line of said Kruger Tract 57 3/4 feet; thence Southwesterly parallel with said center line of said Taylor's Bridge Road 94.2 feet to the said Northeast line of said Burnham Tract; thence South 45°27' East 57 feet to the place of beginning. EXHIBIT 'B' CITY OF TIGARD rROPERTY OF MARGARET McDAID SCALE 1'=60' LOCATED IN NW QUARTER OF NE QUARTER OF SECTION 02 T2S RIE W.M. WASHINGTON COUNTY, OREGON AS OF THIS DATER KNOWN AS TAX LOT 05000 SW MAIN STREET MARGARET McDAID PROPtRTY 2S1 02AD TAX LOT 5000 C Z I I> 3 t . ~ AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (the "Agreement") is made and entered into as of the last date of signature indicated below (the "Effective Date"), by and between Margaret M. McDaid (the "Seller"), and the City of Tigard, a municipal corporation established pursuant to Oregon law and the 1992 City of Tigard Charter ("BUYER"). RECITALS A. The Seller is the owner of approximately .12 acres of real property, together with the improvements thereon, and any and all rights appurtenant thereto owned by Seller, including but not limited to access rights, timber rights, water rights, grazing rights, and mineral rights (hereinafter referred to as the "Property") located at 9225 S.W. Burnham St., Tigard in the County of Washington, State of Oregon, and more particularly described in Exhibit A attached hereto and incorporated herein. a) BUYER, under threat of the exercise of its power of Eminent Domain, desires to purchase from the Seller, and the Seller agrees to sell to BUYER, all right, title and interest in the Property b) Because the Property is to be acquired for a public project under the threat of Eminent Domain, Seller is eligible for relocation benefits according to the relocation laws adopted by the State of Oregon and the City of Tigard. A notice explaining the benefits available to the Seller was delivered to Seller with the Letter of Offer to purchase the Property. TERMS 1 Purchase and Sale. The Seller agrees to sell to BUYER, and BUYER agrees to purchase from the Seller, the Property upon the terms and conditions set forth in this Agreement. 2. Purchase Price. The purchase price for the Property shall be ONE HUNDRED FORTY SEVEN THOUSAND AND NO/100 DOLLARS ($147,000.00). 3. Payment of Purchase Price. The purchase price shall be payable as follows: a) Deposit. Within 1 week of the City's Acceptance of this Areement, BUYER shall deposit into escrow the sum of $1,000.00 to Chicago Title Company ("Escrow Holder"). At Closing, this deposit, together with interest on it, if any, shall be credited toward payment of the purchase price. Agreement of Purchase and Sale / Page 1 b) Cash Balance. On or before the closing date, BUYER shall deposit into escrow the cash, a wire transfer of funds, a certified check, or a cashier's check, in the amount of $146,000.00, the balance of the purchase price. 4. Closing Date. This transaction shall close on or before 30 days from the Effective Date (the "Closing Date"). 5. Conditions Precedent to Closing a) Conditions Precedent to BUYER's Obligations. In addition to any other conditions contained in this Agreement, the following conditions precedent must be satisfied prior to BUYER's obligation to acquire the Property. These conditions are intended solely for BUYER's benefit and BUYER shall have the sole right and discretion to waive, by written notice, any of the conditions. In the event any condition is not satisfied or waived on or before Closing, BUYER shall have the right to terminate this Agreement and be refunded its escrow deposit, and to exercise any other remedy available: i) Title . At closing, the Seller shall convey fee simple title to the Property by statutory warranty deed. Title shall be good and marketable and shall be insurable as such at ordinary rates pursuant to an ALTA standard owner's title insurance policy issued at Closing by the Title Company free and clear of all liens and encumbrances except for the Permitted Exceptions (defined below). ii) Title Report. Within 15 days following the Effective Date of this Agreement, BUYER shall order a preliminary Title Report covering the Property, together with legible copies of all plats and exceptions to title referenced in the Title Report. Within 45 days of receiving the Title Report and the exceptions documents, or of the Effective Date, whichever is later, BUYER shall give written notice to Seller of the exceptions that BUYER shall require Seller to remove of record at or before Closing (the "Unacceptable Exceptions"). If BUYER fails to give Seller such notice the exceptions shall be deemed approved. Seller shall thereafter have 15 days to remove such exceptions at Seller's sole cost or inform BUYER in writing that it is unable or unwilling to remove any such exception. All new exceptions appearing on subsequent title reports shall be considered Unacceptable Exceptions, unless accepted in writing by BUYER. Exceptions not objected to or deemed approved are referred to as "Permitted Exceptions." If for any reason Seller cannot remove any of the Unacceptable Exceptions before Closing, then BUYER may elect to: Agreement of Purchase and Sale / Page 2 aP LmeIId the (Iosit7`, 1)ate ioI a tittle IIot to e~\ccc(i teti (I i) btdsIII days to permit Seller the opportunity to remove the Unacceptable Exceptions; or b) accept title to the Property subject to such exceptions, or, c) waive its objection in writing to Seller and elect to have any monetary lien or encumbrance removed at Closing to the extent that it can be satisfied and removed by application of all or a portion of the Purchase Price payable to Seller at Closing; or d) on or before the original or extended Closing Date, refuse to accept the Property and terminate this Agreement, in which case the escrow money shall be refunded to BUYER. iii) Surveys and Reports. Within 10 days after execution of this Agreement, Seller shall deliver to BUYER a copy of all surveys made of the Property and in the possession of Seller, as well as any environmental or other reports, test data or studies relating specifically to the Property and in Seller's possession or control. If Seller knows of any such surveys, studies or reports that are not in Seller's possession, Seller shall notify BUYER of the existence of such reports. BUYER may obtain, at its expense, an ALTA survey of the Property. It shall be a condition to Closing that (1) there are no discrepancies in the boundaries of the Property; (2) there are no material encroachments on the Property; (3) the Property has acceptable access; and (4) the Property contains at least .12 acres. iv) Property vacant and ready for possession by BUYER. The entire Property and all the premises must be vacant and ready for exclusive possession by BUYER no later than May 29, 2001, which is 90 days from February 27, 2001, the date a Relocation Benefit Letter was presented to the SELLER by the BUYER's agent. V) Representations, Warranties, and Covenants of Seller. The Seller shall have duly performed every agreement to be performed by the Seller hereunder and the Seller's representations, warranties, and covenants set forth in this Agreement shall be true and correct as of the Closing Date. vi) No Material Changes. At the Closing Date, there shall have been no material adverse changes related to or connected with the Property. vii) Seller's Deliveries. The Seller shall have timely delivered each item to be delivered by the Seller pursuant to this Agreement. vii) Title Insurance. As of the close of the escrow, the Escrow Holder shall have issued or committed to issue the title policy to BUYER_ Agreement of Purchase and Sale Page ix) Taxes. Seller agrees that all taxes, assessments and encumbrances tha 1 " i l l be a lien against the Property at closing, whether or not those charge would constitute a lien against the Property at settlement, shall be satP!'I,_'Cl of record by Seller. If Seller shall fail to do so, BUYER may pay any such tax, assessment, encumbrance or other charge and deduct an amount equal to any such payment from the purchase price of the Property. Regular real property taxes payable during the year in which closing occurs and any rent,, or income applicable to the Property shall be prorated as of closing. b) Conditions Precedent to Seller's Obligations. The close of escrow and the Seller obligations with respect to the transactions contemplated by this Agreement are subject to BUYER's delivery to the Escrow Holder on or before the Closing Date. for disbursement as provided herein, materials described in Paragraph 6(b) C) Failure of Conditions to Closing. In the event any of the conditions set forth Section 5(a) or (b) are not timely satisfied or waived, for a reason other tha!,~ °default of BUYER or the Seller under this Agreement i) This Agreement, the escrow, and the rights and obligations ofBU~ ER and the Seller shall terminate, except as otherwise provided herein; and ii) The Escrow Holder is hereby instructed to promptly return to the Seller an, BUYER all funds and documents deposited by them, respectively, in escro\ that are held by the Escrow Holder on the date of the termination. 6. Deliveries to Escrow Holder a) By Seller. On or before the Closing Date, the Seller shall deliver the following ire escrow to the Escrow Holder. i) Deed . A statutory warranty deed duly executed and acknowledged in recordable form by the Seller, conveying the Property to BUYER subject only to exceptions acceptable to BUYER as establish under Section 5 of this Agreement, and anv ether matters that may be approved in writing-, h,, 4? ! -.1 "foreign person" as defined in 1RC § 1445. The Seller will give an affida\ t to BUYER to this effect in the form required by that statute and related regulations. iii) Proof of Authority. Such proof of the Seller's authority and authorization to enter into this Agreement and consummate the transaction contemplated by Agreement of Purchase and Sale / Page 4 it, and such proof of the power and authority of the persons executing and/or delivering any instruments, documents, or certificates on behalf of the Seller to act for and bind the Seller, as may be reasonably required by the Escrow Holder and/or BUYER. iv) Lien Affidavits. Any lien affidavits or mechanic's lien indemnifications as may be reasonably requested by the Escrow Holder in order to issue the title policy. b) By BUYER. On or before the Closing Date, BUYER shall deliver the following in escrow to the Escrow Holder. i) Purchase Price. The purchase price in accordance with Section 3 above. ii) Proof of Authority. Such proof of BUYER's authority and authorization to enter into this Agreement and consummate the transaction contemplated by it, and such proof of the power and authority of the persons executing and/or delivering any instruments, documents, or certificates on behalf of BUYER to act for and bind BUYER, as may be reasonably required by the Escrow Holder and/or the Seller. 7 Deliveries to BUYER. The Seller shall deliver exclusive possession of the Property to BUYER no later than May 29, 2001. 8 Title Insurance. At closing, the Seller shall provide, at BUYER'S expense, a standard owner's ALTA title insurance policy in the full amount of the purchase price specified above, insuring fee simple title vested in BUYER or its nominees, subject only to the Permitted Exceptions as established under Section 5 of this Agreement. 9. Costs. BUYER shall pay the cost of recording the deed and the memorandum of purchase and sale; BUYER shall pay all other recording charges, if any. BUYER shall pay the premium for the title insurance policy that is provided to BUYER, and for all conveyance, excise, and/or transfer taxes payable by reason of the purchase and sale of the Property. BUYER shall pay all escrow fees and costs. BUYER shall pay for a pest and dry rot inspection if it decides to have one performed at its own discretion. BUYER and the Seller shall each pay its own legal and professional fees of other consultants incurred by BUYER and the Seller, respectively. All other costs and expenses shall be allocated to BUYER except for Seller's share of any prorated property taxes and liens or encumbrances incurred by the property during ownership by the Seller. 10. Seller's Representations and Warranties. Seller hereby warrants and represents to BUYER the following matters, and acknowledges that they are material inducements to BUYER to enter into this Agreement. Seller agrees to indemnify, defend, and hold BUYER Agreement of Purchase and Sale / Page 5 harmless from all expense, loss, liability, damages and claims, including attorneys fees, arising out of the breach or falsity of any of Seller's representations, warranties, and covenants. These representations, warranties, and covenants shall survive Closing. Seller warrants and represents to BUYER that the following matters are true and correct: a) Authority. Seller has full power and authority to enter into this Agreement (and the persons signing this Agreement for Seller, if Seller is not an individual, have full power and authority to sign for Seller and to bind it to this Agreement) and to sell, transfer and convey all right, title, and interest in and to the Property in accordance with this Agreement. No further consent of any partner, shareholder, creditor, investor, judicial or administrative body, governmental authority, or other party is required. b) Legal Access. The Property has legal vehicular access to a public road. C) Hazardous Substances. For purposes of this Agreement, the phrase "Hazardous Substances" shall include but not be limited to the substances defined in ORS 465.200(9). Seller warrants, represents, and covenants as follows: i) To the knowledge of Seller, there are no Hazardous Substances in, upon, or buried on or beneath the Property and no Hazardous Substances have been emitted or released from the Property in violation of any environmental laws of the federal or state government; ii) Seller has not brought onto, stored on, buried, used on, emitted or released from, or allowed to be brought onto, stored on, buried, used on, emitted, released from, or produced or disposed of, from or on the Property, any Hazardous Substances in violation of any environmental laws of the federal or state government; iii) To the knowledge of Seller, no underground storage tanks are located on the Property, including (without limitation) any storage tanks that contain, or previously contained, any Hazardous Substances, and Seller agrees not to cause or permit any such tanks to be installed in the Property before Closing; iv) To the best of the Seller's knowledge, the Property is materially in compliance with applicable state and federal environmental standards and requirements affecting it; V) The Seller has not received any notices of violation or advisory action by regulatory agencies regarding environmental control matters or permit compliance with respect to the Property; and Agreement of Purchase and Sale / Page 6 vi) The Seller has not transferred hazardous waste from the Property to another location that is not in compliance with applicable environmental laws, regulations, or permit requirements. To the best of the Seller's knowledge, no other person has transferred hazardous waste from the Property to another location that is not in compliance with applicable environmental laws, regulations, or permit requirements. vii) There are no proceedings, administrative actions, or judicial proceedings pending or, to the best of Seller's knowledge, contemplated under any federal, state, or local laws regulating the discharge of hazardous or toxic materials or substances into the environment. d) The Property is not currently subject to a tax deferral. e) Contracts, leases, options affecting Property. Seller has not entered into any other contracts for the sale of the Property, nor do there exist any rights of first refusal, options to purchase the Property, leases, licenses, easements, permits, or other agreement, written or oral, which affects or encumbers the Property or any portion thereof. The Seller has not sold, transferred, conveyed, or entered into any agreement regarding timber rights, mineral rights, water rights, "air rights," or any other development or other rights or restrictions, relating to the Property, and to Seller's knowledge no such rights encumber the Property. f) No litigation. There is no suit, action, arbitration, legal, administrative, or other proceeding or inquiry pending or threatened against the Property, or any portion thereof, or pending or threatened against Seller which could affect Seller's title to the Property, or any portion thereof, affect the value of the Property or any portion thereof, or subject an owner of the Property, or any portion thereof, to liability. g) Liens, notices. There are no: i) Intended public improvements or private rights which will result in the creation of any liens upon the Property or any portion thereof, ii) Notices or other information which have been served upon Seller from any governmental agency notifying Seller of any violations of law, ordinance, rule or regulation which would affect the Property or any portion thereof, or iii) Actual or impending mechanic's liens against the Property or any portion thereof h) Breach of agreements. The execution of this Purchase and Sale Agreement will not constitute a breach or default under any agreement to which Seller is bound or to which the Property is subject. Agreement of Purchase and Sale / Page 7 i) Possession. Seller will be able to deliver immediate and exclusive possession of the entire Property to BUYER no later than May 29, 2001, and no one other than Seller will be in possession of any portion of the Property immediately prior to close of escrow, or vacation of the property by the Seller. J) Bankruptcy proceedings. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings are pending or, to the best of Seller 's knowledge, threatened against the Seller, nor are any such proceedings contemplated by Seller. k) Changed conditions. If Seller discovers any information or facts that would materially change the foregoing warranties and representations, Seller shall immediately give notice to BUYER of those facts and information. If any of the foregoing warranties and representations cease to be true before the close of escrow, Seller shall be obligated to use its best efforts to remedy the problem, at its sole expense, before the close of escrow. If the problem is not remedied before close of escrow, BUYER may elect to either (a) terminate this Agreement in which case BUYER shall have no obligation to purchase the Property and all escrow payments shall be refunded to BUYER, or (b) defer the Closing Date for a period not to exceed 90 days or until such problem has been remedied, whichever occurs first. BUYER's election in this regard shall not constitute a waiver of BUYER's rights in regard to any loss or liability suffered as a result of a representation or warranty not being true, nor shall it constitute a waiver of any other remedies provided in this Agreement or by law or equity. 11. Seller's Covenants Regarding the Property Through the Close of Escrow. The Seller further represents, warrants, and covenants that, until May 29, 2001 or until escrow is terminated, or until Seller vacates the property, whichever comes earlier, it shall: a) Maintain the Property in its present state; b) Keep all existing insurance policies affecting the Property in full force and effect; C) Make all regular payments of interest and principal on any existing financing; d) Comply with all government regulations; e) Keep BUYER timely advised of any repair or improvement required to keep the Property in substantially the same condition as when inspected by BUYER; f) General Representation. The Seller's representations and warranties contained here are true and accurate, and are not misleading. The Seller's representations and Agreement of Purchase and Sale / Page 8 warranties contained here shall be continuing and shall be true and correct as of the Closing Date with the same force and effect as if remade by the Seller in a separate certificate at the time. The Seller's representations and warranties contained here shall survive the close of escrow and shall not merge into the deed and the recordation of the deed in the official records. 12. BUYER's Representations and Warranties. In addition to any express agreements of BUYER contained here, the following constitute representations and warranties of BUYER to the Seller: a) BUYER has the legal power, right, and authority to enter into this Agreement and the instruments referred to here and to consummate the transactions contemplated here b) All requisite action has been taken by BUYER in connection with entering into this Agreement and the instruments referred to here and the consummation of the transactions contemplated here. C) The persons executing this Agreement and the instruments referred to here on behalf of BUYER have the legal power, right, and actual authority to bind Bt.'Y'l` R to the terms and conditions of this Agreement. 13. Occupancy During and After Escrow Period. Upon Execution of this Agreement and notification in writing by BUYER of BUYER'S acceptance, Seller may remain in occupanc\ of the premises during the period of the escrow, and, at no charge, until May 29. 2001, 14. Council Approval. Notwithstanding any other provisions of the Agreement, purchase of the Property is subject to approval by the City of Tigard City Council. If such approval is not. obtained within 60 days of the Effective Date of this Agreement, Seller may terminate this Agreement upon delivery of written notice to BUYER of such intent to terminate 15. Seller's Promise to Remove Personal Property. Seller promises to remove or cause to be removed from the Property any and all personal property unless otherwise agreed to in w-iting by BUYER. Seller's moving costs will be paid by the BUYER in accordance with relo; regulations adopted by the State of Oregon and the City of Tigard. Satisfaction of the promises contained herein shall be subject to BUYER's inspection and approval of the. physical cots r. € s 1> "`'It' telephone to DeAnn Franklin, Agent Right-Of-Way Associates, Inc. 10186 S.W. Laurel Rd. Beaverton- OR 97005 Ph: 503-644-3436 16 Risk of Loss, Condemnation . Seller shall bear the risk of all loss or damage to the Property from all causes, through the Closing Date. If, before the Closing Date all or part of the Property is damaged by fire or by any other cause of any nature Seller shall give BUYER written notice of such event. 17. Notices. All notices required or permitted to be given shall be in writing and shall be deemed given and received upon personal service or deposit in the United States mail, certified or registered mail, postage prepaid, return receipt requested, addressed as follows: To Seller: Margaret M. McDaid 9225 S.W. Burnham Street Tigard, Oregon 97223 To BUYER: City of Tigard Attn: Vannie T. Nguyen, PE., Engineering Manager 13125 SW Hall Boulevard Tigard, Oregon 97223 with a copy to: Ramis Crew Corrigan & Bachrach, LLP Attn: Dominic G. Colletta 1727 NW Hoyt Street Portland, Oregon 97209 The foregoing addresses may be changed by written notice, given in the same manner. Notice given in any manner other than the manner set forth above shall be effective when received by the party for whom it is intended. 18. No Broker or Commission. Each party represents and warrants to the other that it has not used or engaged a real estate broker in connection with this Agreement or the transaction contemplated by this Agreement. In the event any person asserts a claim for a broker's commission or finder's fee against one of the parties to this Agreement, then the party against whom the claim is asserted will hold the other party harmless and defend from said claim. 19. Further Actions of BUYER and Seller. BUYER and the Seller agree to execute all such instruments and documents and to take all actions pursuant to the provisions of this Agreement in order to consummate the purchase and sale contemplated and shall use their best efforts to accomplish the close of escrow in accordance with the provisions here. 20. Legal and Equitable Enforcement of This Agreement a) Default by BUYER. In the event the close of escrow and the consummation of the transaction here contemplated do not occur by reason of any default by BUYER, BUYER and the Seller agree that it would be impractical and extremely difficult to estimate the damages that the Seller may suffer. Therefore, BUYER and the Seller Agreement of Purchase and Sale / Page 10 agree that a reasonable estimate of the total net detriment that the Seller would suffer in the event that BUYER defaults and fails to complete the purchase of tl property is and shall be, and the Seller's sole and exclusive remedy (whether at 1. or in equity), an amount equal to the escrow deposit. This amount shall be the full, agreed, and liquidated damages for the breach of this Agreement by BUYER, all other claims to damage or other remedies being herein expressly waived by the Seller. The payment of this amount as liquidated damages is not intended as a forfeiture or penalty, but is intended to constitute liquidated damages to the Seller. Upon default by BUYER, this Agreement shall be terminated and neither party shall have any further rights or obligations under it, each to the other, except for the right of the Seller to collect such liquidated damages from BUYER and the Escrow Holder. 21. Miscellaneous a) Partial Invalidity. If any term or provision of this Agreement or the application to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. b) Waivers. No waiver of any breach of any covenant or provision contained here shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision here contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. C) Successors and Assigns. This Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the parties to it. BUYER may assign its interest in this Agreement and the Property to any person or entity, without the consent of Seller. In the event that an assignee assumes the obligations of BUYER hereunder, then BUYER shall have no further liability with respect to this Agreement d) Entire Agreement. This Agreement (including any exhibits attached to it) is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter of the Agreement and supersedes all prior understandings with respect to it. This Agreement may not be modified or terminated, nor may any obligations under it be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted here. e) Time of Essence. The Seller and BUYER hereby acknowledge and agree that time is strictly of the essence with respect to every term, condition, obligation, and provision. Agreement of Purchase and Sale / Page 1 I 22. Governing Law. The parties acknowledge that this Agreement has been negotiated and entered into in the state of Oregon. The parties expressly agree that this Agreement shall be governed by and interpreted in accordance with the laws of the state of Oregon. 23. Recording of Memorandum. At the Effective Date the parties will execute a Memorandum of this Agreement, which BUYER may cause to be recorded against the Property 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, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930 IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES. Acceptance of this offer to purchase shall be governed by the notice requirements contained in section 17 above. IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date of signature specified below. City of Tigard: SELLER: (a Municipal Corporation) M Executive Officer/city Manager Mar ret M. McDaid J Date.- -3/ t - - Date: 45 / Attachments: Exhibit A - Property Description Agreement of Purchase and Sale / Page 12 Exhibit "A" Property Description PARCEL I: A tract of land described in Deed recorded February 8, 1950 in Book 303 Page 185, Washington County Deed Records, more particularly described as follows: Beginning at an iron pipe in the center of the Taylors Bridge road set for the most Northerly corner of the Burnham Tract and running thence South 45027 East following the Northeasterly line of said Burnham Tract 230 feet to a stake and which stake marks the beginning point of the land hereby described; thence Northeasterly parallel with the center of said Taylors Bridge road, 94.2 feet to the line of the Tract of land owned on July 29th, 1911, by William Kruger; thence North 45027' West following the Southwest line of said Kruger Tract 57 1/2 feet; thence Southwesterly parallel with said centerline of said Taylors Bridge Road 94.2 feet to the said Northeast line of said Burnham Tract; thence South 45027' East 57 1/2 feet to the Point of Beginning, and being a part of George Richardson Donation Land Claim in Section 2, Township 2 South, Range 1 West of the Willamette meridian, subject to the rights of the public in any portion lying within the boundaries of roads and highways. PARCEL II: A tract of land described in Deed Recorded September 30, 1947 in Book 278, Page 797, Washington County Deed Records, more particularly described as follows: Beginning at an iron bolt set at the most Southerly corner of a tract of land situated in Township 2 South, Range 1 West of the Willamette meridian conveyed to Helen M. Conzelman by Edward A. Woodward and Veronica T. Woodward, husband and wife, by Deed recorded in Book 244 Page 67, Deed records of Washington County, Oregon, being also the most westerly corner of that certain tract described in Deed Recorded in Book 95, Page 422, Deed Records of said County and State, and running thence North 45034' West 57.25 feet to an iron pipe; thence North 48015' East 22.2 feet co an iron rod; thence South 45034' East 57.25 feet to an iron pipe; thence South 48015' West 22.2 feet to the Point of Beginning. Agreement of Purchase and Sale / Page 13 • When recorded and tax statements, mail to City of Tigard Vannie T. Nguyen, P.E., Engineering Manager 13125 S.W. Hall Blvd. Tigard, OR 97223 Exhibit B MEMORANDUM OF PURCHASE AND SALE AGREEMENT ~t 2001, This is a memorandum of a certain Agreement of Purchase and Sale dated A[Gt✓C/ between Margaret M. McDaid ("Seller"), and City of Tigard, an Oregon municipal corporation ("BUYER"). By said Purchase and Sale Agreement, Seller has sold to BUYER Seller's interest in that certain real property in Washington County, described in Exhibit A attached herein and incorporated herein by this reference. If not earlier paid, all amounts owed under the Agreement of Purchase and Sale shall be due and payable on a; 30j 2001. The actual and true consideration for this conveyance is $147,000.00. IN WITNESS WHEREOF, the parties have caused this memorandum to be executed as of the day and year first written above SELLER: Mar ret M. McDaid State of Oregon ) ss County of Washington ) On this e day of MaALk 2001, before me 1 , the undersigned Notary Public, personally appeared Margaret M. McDaid, personally known to me (or proved to be on the basis of satisfactory evidence) to be the person whose name is subscribed to this instrument, and acknowledged that she executed it. My co mission expires: OFFICIAL SEAL UE ~:l~ ti ii. FRANKLIN ' JBLIC-OREGON C"4 NO. 300930 Notary Public for the State of Oregon FemY COMMISSION DeRES MAY 7, 2001 71 20d/ My Commission Expires: ~ Agreement of Purchase and Sale / Page 14