Resolution No. 12-34 T
CITY OF TIGARD, OREGON
TIGARD CITY COUNCIL
RESOLUTION NO. 12-3<1
A RESOLUTION APPROVING THE PURCHASE OF THE SKELTON PROPERTY, (TAX LOT 2S1
02BB 00700) AND AUTHORIZING THE CITY MANAGER TO TAKE ALL NECESSARY ACTION
TO COMPLETE THE PROPERTY PURCHASE ON BEHALF OF THE CITY
WHEREAS, the City of Tigard and Clean Water Services (CWS) share responsibility for the operation and
maintenance of the city's sewer system;and
WHEREAS, CWS and the city have identified a problem at five locations where sanitary sewer lines are
exposed as they cross Derry Dell Creek and Fanno Creek near Woodard Park;and
WHEREAS, a joint city/ CWS construction project is planned to repair the exposed sewer lines and make
other improvements;and
WHEREAS, on January 24, 2011, the City Council approved an intergovernmental agreement (IGA) with
CWS;the IGA outlines city and CWS responsibilities as they pertain to the project,and
WHEREAS, this IGA obligates the city to acquire the Skelton property, as this property is required for the
project;and
WHEREAS,the city and the property owner have reached an agreement on the purchase/sale of the property;
this agreement is subject to City Council approval no later than August 31,2012.
NOW,THEREFORE,BE IT RESOLVED by the Tigard City Council that:
SECTION 1: The City Council agrees to the terms of the Purchase Agreement and Escrow Instructions,
(Attachment A),including the purchase price of$420,000 for the Skelton property.
SECTION 2: The City Council authorizes the city manager to take all necessary action to complete the
Skelton property purchase on behalf of the city. This includes, but is not limited to, the
execution of an occupancy agreement and closing documents.
SECTION 3: This resolution is effective immediately upon passage.
PASSED: This C�— day 2012.
ayor-City of Tigard
A
City Recorder-City of Tigard
RESOLUTION NO. 12- '54
Page 1
PURCHASE AGREEMENT
AND
ESCROW INSTRUCTIONS
BETWEEN: Mary Jane Skelton ("Seller")
And: City of Tigard, ("Purchaser')
a Municipal corporation
DATED: \ Q .2012 ("Effective Date")
RECITALS
A. Seller owns certain real property in the city of Tigard,county of Washington,
Oregon, located at 10355 SW Walnut Street,Tigard,OR 97223,which is more fully described
on the attached and incorporated Exhibit A(the"Property").
B. Seller desires to sell the Property,and Purchaser desires to purchase the Property
pursuant to the temis set forth in this Agreement.
C. In partial consideration for Purchaser's agreement to acquire the Property,
Purchaser has agreed to allow Seller to continue to occupy the Property after the Closing in
accordance with the terms of the agreement attached and incorporated as Exhibit B ("the Post-
Closing Occupancy 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
l.1 Cash. The term "Cash"means(i)United States currency,(ii)a check currently
dated,payable to Escrow Holder in U.S. funds and delivered to Escrow Holder in sufficient time
that the funds will be available for distribution to Seller on the Closing Date,or(iii) U.S. funds
credited by wire transfer into Escrow Holder's bank account.
1.2 Closing. The process described in Article 9 of this Agreement.
1.3 Closing Date. Closing shall occur on the date that is thirty(30)days after the
expiration of the Contingency Period, or on such other date as the parties may agree upon in
writing.
1.4 Contingency Period. The period that begins on the Effective Date of this
Agreement or on such other date as the parties may agree upon in writing and ends on the date
that is forty-five(45) days after the Effective Date.
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1.5 Deed. A statutory bargain and sale deed in the form of Exhibit C attached hereto
which shall be used to convey the Property From Seller to Purchaser.
1.6 Earnest Money. The cash payable to Seller pursuant to Section 2.2 of this
Agreement in the amount of Ten Thousand and No/100 Dollars($10,000.00), plus all interest
which accrues thereon,if any.
1.7 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.
1.3 Escrow Holder. First American Title, located at 9200 SF.Sunnybrook Blvd. Suite
400, Clackamas,Oregon, 97015, Phone: (503)659-0069.
1.9 Escrow. The escrow opened by Escrow Holder pursuant to this Agreement.
1.10 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 law, rule,
regulation,code or ordinance.
1.11 Post-Closing Occupancy Agreement. The agreement identified in Exhibit B.
1.12 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.
1.13 Property Documents. Any and all documents in Seller's possession or control
relating to or affecting the Property's title or condition, including without limitation,conditional
use permits,land use approvals. land use applications,permits, licenses,any agreements related
to the Property that will survive Closing, maps,development agreements, surveys and studies
relating to the Property prepared by third parties.
1.14 Purchase Price. Cash in the amount of Four Hundred Twenty Thousand and
No/100 Dollars($420,000.00).
ARTICLE 2
EARNEST MONEY AND PURCHASE PRICE
2.1 Sale of Property. Subject to the terns 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 Effective Date. Purchaser shall
deposit the Earnest Money into Escrow. Escro1N Ilolder shall hold the Earnest Money in a non-
interest-bearing account that is FDIC insured, unless the parties.or any one of them, request that
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the Escrow Holder hold the Earnest Money in an interest bearing account. Except as otherwise
stated herein,the Earnest Money shall be refundable to Purchaser until the Contingency Period
expires; thereafter,the Earnest Money shall not be refundable except in the event of a Seller
default of the terms of this Agreement.
2.3 Purchase Price. The Purchase Price shall be paid by Purchaser in Cash to Seller at
the Closing. The Earnest Money shall be applied to the Purchase Price.
ARTICLE 3
DELIVERIES TO ESCROW HOLDER
3.1 Opening of Escrow.
3.1.1 Within three(3)days after the Effective Date, Purchaser and Seller, or any
one of them,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 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. Except as otherwise stated herein,at or before Closing,
Purchaser shall deposit into Escrow(i)the Earnest Money,(ii)the Purchase Price, (iii)an
executed and acknowledged counterpart acceptance of the Deed,(iv)an executed counterpart of
the Post-Closing Occupancy Agreement;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,(iii) an executed counterpart of the Post-Closing Occupancy Agreement; and
(iv)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 Purchaser's Right to Analyze Property Documents. Within ten(10)days after
the Effective Date,Seller shall deliver all Property Documents 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.
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4.2 Purchaser's Right to Analyze Property. 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
(the"Study Period"). 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 a Level I environmental site assessment and a geotechnical assessment. Such
investigations and/or studies shall be conducted by Purchaser at its sole expense. Purchaser shall
restore the Property to its pre-analysis condition on or before the end of the Contingency Period.
In addition,Purchaser shall defend, indemnify and hold Seller harmless for, from,and against
any claim, loss,or liability, or any claim of lien,damage,or personal injury 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 provided that such condition is not the result of Purchaser's
actions or omissions.
4.3 City Council Approval. This Agreement is contingent upon approval from the
City Council of the City of Tigard. If such approval is not received by August 31,2012,
Purchaser shall have the right to terminate this Agreement and receive a full refund of the
Earnest Money.
4.4 Notice of Termination; Failure to Notify. If Purchaser determines, in
Purchaser's sole, absolute,and arbitrary discretion,the Property is not suitable, Purchaser may
terminate this Agreement 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.
4.5 Review of Preliminary Report. Within ten(10)days after the Effective Date,
Seller shall cause the Escrow Holder to provide Purchaser with a preliminary title report issued
by the Escrow Holder. The Escrow Holder shall cause such report to describe title to the
Property,and include legible copies of all recorded documents described in the preliminary
report, including plotted easements(collectively,the"Preliminary Report"). On or before ten
(10)days after Purchaser's receipt of the Preliminary Report, Purchaser shall deliver to Seller
written notice of approval or disapproval of matters disclosed in the Preliminary Report, which
approval or disapproval shall be in Purchaser's sole and absolute discretion. If Purchaser fails to
timely deliver such written notice to Seller, Purchaser will be deemed to have rejected of all
matters disclosed in the Preliminary Report,this Agreement wilt immediately terminate and
Escrow Holder shall immediately return the earnest money to Purchaser.
4.6 Right to Cure Disapproval of Preliminary Report. If Purchaser delivers notice
of disapproval pursuant to Section 4.4 above, Seller may have ten(10)days from such notice to
notify Purchaser in writing that Seller will remove or otherwise cure,to Purchaser's reasonable
satisfaction,any disapproved matter(s)prior to Closing. Notwithstanding any provision in this
Agreement to the contrary, Seller shall be obligated to remove any deeds of trust and other
monetary liens(other than liens for non-delinquent taxes and assessments)and any exceptions to
title caused by Seller that are disapproved of by Purchaser pursuant to Section 4.5 above.
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4.7 Failure to Cure Disapproval of Preliminary Report. If Seller fails to agree to
cure a disapproved item, or agrees to cure and thereafter fails to cure a disapproved item prior to
Closing, Purchaser shall have the right to(i)terminate this Agreement and receive a full refund
of the Earnest Money, (ii)suspend performance of its obligations under this Agreement at no
cost to Purchaser for a period of up to thirty(30)days to allow Seller to remove the disapproved
exception(s);or(iii)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.
4.8 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 pays any additional costs
associated with issuance of such policy and pursuant to Section 8.4 of this Agreement.
4.9 Contingency Failure. In the event any of the contingencies set forth in Section 4
are not timely satisfied or waived,this Agreement and the rights and obligations of the Purchaser
and the Seller shall automatically terminate,and the Escrow Holder shall immediately return the
Earnest Money to Purchaser.
ARTICLE 5
COVENANTS AND AGREEMENTS
5.1 Damage or Destruction; Eminent Domain. If, prior to the Closing,all or a
material part of the Property is damaged or destroyed, or taken or appropriated by any public or
quasi-public authority under the power of eminent domain or such an eminent domain action is
threatened pursuant to a resolution of intention to condemn filed by any public entity, Purchaser
may either(i)terminate this Agreement and receive a refund of the Earnest Money,or(ii)elect
to receive an assignment from Seller in lieu of the part of the Property that has been so damaged
or taken of all of Seller's rights to any award and/or proceeds attributable to said damaged or
taken part of the Property,and the parties shall proceed to Closing pursuant to this Agreement.
5.2 Post-Closing Occupancy Agreement. At or before Closing,Purchaser and
Seller shall sign the Post-Closing Occupancy Agreement, the form of which is attached and
incorporated as Exhibit B. The provisions of the Post-Closing Occupancy Agreement executed
by the parties shall survive Closing.
ARTICLE 6
SELLER'S REPRESENTATIONS AND WARRANTIES
6.1 Representations and Warranties of Seller. Seller represents and warrants that,
to the best of Seller's actual knowledge the following statements are and shall be true and correct
as of the Closing. Each of Seller's representations and warranties is material to and is being
relied upon by Purchaser and the truth thereof shall constitute a condition precedent to
Purchaser's obligations hereunder.
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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, if any,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
set forth in this Agreement and in the Preliminary Report.
6.1.3 Property Documents,No Defaults. The Property Documents delivered
by Seller to Purchaser are true,correct and complete copies and there are no other documents or
instruments in Seller's custody or control that would constitute Property Documents that have
not been delivered or otherwise made available to Purchaser. Seller has no knowledge of any
default by Seller under any Property Documents. Seller warrants that the services associated
with the Property Documents, if any,have been, or will be,paid for by Seller no later than
Closing. Seller does not warrant or represent that any information in the Property Documents is
accurate,adequate or complete. To the extent that the Property Documents include documents
prepared by Seller,Seller warrants and represents only that Seller completed such documents to
the best of Seller's knowledge and ability. To the extent that Purchaser relies on the Property
Documents with respect to the matters contemplated in this Agreement or otherwise, Purchaser
does so at its own risk.
6.1.4 Pending Transactions,Suits or Proceedings. Other than has transpired
between the parties,there are no transactions, suits, proceedings, litigation(including zoning or
other land use regulation proceedings),condemnation, or investigations pending,threatened
against,or affecting the Property or title thereto in any court at law or in equity,or before or by
any governmental department,commission,board,agency or instrumentality.
6.l.5 Defects. To the best of Seller's knowledge,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. Seller
does not warrant or represent that latent defects are absent from the Property and except to the
extent of the representation and warranty contained in the first sentence of this Section 6.1.5,
Purchaser shall rely on its own investigation with respect to any such defects. Purchaser
acknowledges that the terms of Paragraph 4.2 apply to any claims, counterclaims,defenses or
actions that arise during the pendency of this Agreement and thereafter due, in whole or in part,
to any latent defect.
6.1.6 No Further Encumbrances. As long as this Agreement remains in force,
Seller will not lease,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. Seller hereby discloses that the house located on
the Property may have lead paint and asbestos and there is an oil tank on the Property. Seller
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further discloses that Seller is aware that surface water,wind and other natural phenomena cause
drainage from neighboring properties,whether or not such properties are adjacent to the
Property, into the water bodies on, within, under, about,through or from the Property and that
such drainage includes materials which may be Hazardous Materials as that term is defined
herein. Except as specifically disclosed herein and except for Seller's use of common household
cleaners,to the best of Seller's knowledge: (1)no 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; (2)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 the Property is now,or has ever
been, in violation of or under investigation for the violation of any Environmental Laws. Seller
hereby assigns to Purchaser as of the Closing,to the extent assignable,all claims,counterclaims,
defenses or actions,whether at common law or pursuant to any applicable federal,state or local
laws, if any,that Seller may have against third parties relating to the existence of Hazardous
Materials in,at,on, under or about the Property.
6.1.8 Access; No Leases or Tenancies. The Property has legal and physical
access to a publicly-dedicated street or road. There are no leases or tenancies in effect on the
Property and possession thereof can and will be delivered to Purchaser upon Closing.
6.1.9 Construction or Other Liens. At the time of Closing,no work, labor or
materials have been expended, bestowed or placed upon the Property,which will remain unpaid
at close of escrow upon which a lien against the Property may be filed.
6.1.10 No Option of 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 will not modify, cancel,
extend or otherwise change in any material manner any of the terms,covenants or
conditions of the Property Documents,nor enter into any leases as to the Property
without Purchaser's written consent,nor enter into any other agreements having a
material effect on the Property without the prior written consent of Purchaser,
which Purchaser shall not unreasonably withhold or delay.
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 during the pendency of this
Agreement in approximately the same condition, reasonable wear and tear
excepted, as the Property was in on the Effective Date.
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ARTICLE 7
PURCHASER'S REPRESENTATIONS AND WARRANTIES
7.1. Purchaser's Representation and Warranties. Purchaser represents and
warrants that the following representations and warranties of Purchaser are and shall be true and
correct as of the Closing. 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.
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 as of the Closing Date,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 as of 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. 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 Purchaser's Fees and Costs. Purchaser shall pay(i)all of the Escrow Holder's
escrow fee,(ii)all recording charges; (iii)all applicable transfer taxes;and (iv)the cost for the
Title Policy and any extended coverage and endorsements for the Title Policy.
8.4 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 this Agreement.
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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
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 to close the
transaction contemplated herein 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 by
Purchaser pursuant to the terms of this Agreement.
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 deliver to Seller and Purchaser as soon
after Closing as is practical (i)a copy of the Deed,conformed to show recording date,and
conformed copies of each document recorded to place title to the Property in the condition
required by this Agreement,(ii)a copy of each non-recorded document received hereunder by
Escrow Holder.
ARTICLE 11
DEFAULT AND REMEDIES
11.1 Purchaser's Default. If Purchaser breaches this Agreement, , 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
remedy for Purchaser's default,since the precise amount of such compensation 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
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sole and exclusive remedy for Purchaser's default,and agreement that the sum is a reasonable
SUM.
Purchaser's Initials Seller
11.3 Seller's Default. If Seller breaches this Agreement,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 Attorneys 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.
13.2 Construction of Agreement. This Agreement 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 al l prior and contemporaneous
agreements,representations, negotiations and understandings of the parties hereto,oral or
written,are hereby superseded and merged herein. 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.
13.5 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.
13.6 Real Estate Brokerage Commission. Seller and Purchaser represent and
warrant that no real estate agent or broker was involved in negotiating the transaction
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contemplated herein. In the event any claims for real estate commissions,fees or compensation
arise in connection with this transaction,the party so incurring or causing such claims shall
indemnify,defend and hold harmless the other party from any loss or damage, including
attorneys' fees,that said other party suffers because of said claims. The obligations of the parties
in the prior sentence shall survive Closing or the termination of this Agreement.
13.7 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,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,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 other.
If to Seller: Mary Jane Skelton
10355 SW Walnut St.
Tigard,OR 97223
with a copy to: Kathryn Brooke
Brooke Law Office LLC
10260 SW Greenburg Rd, Suite 1180
Portland,OR 97223
If to Purchaser: City of Tigard
Attn:City Manager
City Hall
13125 SW Hall Blvd
Tigard,OR 97223
with a copy to: Jeff Bennett
Jordan Ramis PC
Two Centerpointe Drive,6th Floor
Lake Oswego,OR 97035
Fax: (503)598-7373
13.8 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.
13.9 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.
13.10 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
Page 1 I - PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 30014-1947144$3eJLK)Cruwa)3oau
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.
13.11 Time of the Essence. Time is of the essence of each and every provision of this
Agreement.
13.12 I.egali 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.
13.13 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.
13.14 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.
13.15 Calculation of Time. All periods of time referred to herein shall include
Saturdays, Sundays and legal holidays in the State of Oregon,except that if the last day of any
period falls on any Saturday, Sunday or such holiday,the period shall be extended to include the
next day which is not a Saturday,Sunday or such holiday.
13.16 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, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE
CONSTRUCTION OR SITING OF A RESIDENCE AND THAT LIMIT LAWSUITS
AGAINST FARMING OR FOREST PRACTICES,AS DEFINED IN ORS 30.930, IN ALL
ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON
TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, IF
ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11,
CHAPTER 424,OREGON LAWS 2007,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 ACQUIRMG
FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR
Page 12- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 50011•J9f74I47Jl69 D0CX--AW.2'JY70I7
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.
13.17 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 PURCHASER
City of Tigard,an Oregon municipal
corporation
By: J By
Mary Jan\e4 o Name: 14 a,r if o_ L int
Its: G+-, M a 1Aa a
APPROVED AS TO FORM:
APPROVED AS TO FORM:
By:
Kathryn Brooke By.
Cii tt
Exhibit A- Property
Exhibit B—Post-Closing Occupancy Agreement
Exhibit C—Deed
Page 13 - PURCHASE AGREEMEN'r AND ESCROW INSTRUCTIONS AIXXXAVJ7?5:012
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: —'20—.
By:
Name:
Title:
CONSENT OF ESCROW HOLDER
70015•39,04447336 tD0CAV)RF17125110/7
EXHIBIT A
Real property in the County or Washington.State or Oregon,described as roliowes:
LOT 1.NORTH TICARDVILLE ADDITION.AMENDED PLAT.EXCEPTING THAT PORTION CONVEYED TO
JOSEPH YOCUM.ET UX.BY DEED RECORDED JUNE 23.1945,1N BOOK 245 PA(.:E 227.DEI D RECORDS.
WASHINGTON COUNTY.ORE-CON.DESCRIBED AS FOLLOWS:
BEGINNING ATTHE NORTHWEST CORNER OF LOT 1.NORTH TIGARE)VILLE ADDITION:THENCE NORTH 89
08'EAST,289.5 FEET ALONG THE NORTH LINE OF LOT I TO A PIPE:THENCE SOUTH 0 10'EAST,612.5 FEET
TO A PIPE:THENCE SOUTH 19 53'WEST.443.55 FEET TO A PIPE IN THE SOLS HERLY LINE OF SAID LOT 1:
THENCE NORTH 57 40'WEST.183.1 FEET ALONG THE SAID SOUTHERLY LINE OF THE SOUTHWEST CORNER
OF LOT 1:THENCE NORTH 111 S'WLS'l'.931.92 FELT TO THE BEGINNING.
NOTE:This legal description was created prior to Jamiary 1.2008.
Exhibit A
5001349474447536 8.D0CXV)R/7!/2SrAl2
EXHIBIT B
POST-CLOSING OCCUPANCY AGREEMENT
THIS POST-CLOSING OCCUPANCY AGREEMENT(this "Agreement") is made as of 2012
(the"Effective Date") by and between Mary Jane Skelton ("Occupant")and the City of Tigard,a
Municipal corporation ("Provider").
WHEREAS:
(A) Occupant is the seller and Provider is the purchaser of the real property described as 10355 SW
Walnut Street,Tigard, OR 97223 which is more fully described on the attached and incorporated Exhibit
A(the"Property");
(B) As a part of the consideration for Occupant's sale and Provider's purchase of the Property, Provider
has agreed to allow Occupant to continue occupying a portion of the Property on an exclusive basis for
up to twelve(12) months after the closing the purchase and sale of the Property(the"Closing Date");
and
(C) Occupant desires to continue to occupy and use the Property after the Closing Date;
NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, and
for other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. Provider hereby grants to Occupant exclusive use of the residence, related outbuildings, and a
privacy area as shown on Exhibit A(the"Exclusive Area")which shall be used exclusively by Occupant.
2. Occupant will, at its own expense, pay for all reasonable and common household expenses related to
Occupant's use of the Exclusive Area;except that, Occupant shall not be obligated to pay any taxes,
bonds or assessments which arise on or after the Closing Date,other than personal income taxes.
3. Occupant will maintain insurance covering Occupant's personal property located on the Exclusive
Area and Provider shall not be responsible for any loss of Occupant's property, regardless of cause.
Occupant will also provide liability insurance with a combined single limit of not less than$1,000,000
per occurrence with a$1,000,000 aggregate limit. Such insurance shall name Provider as an additional
insured. Upon Provider's request,Occupant shall provide Provider with a certificate of insurance
evidencing Occupant's compliance with this Section 3. In the event any buildings located on the
Exclusive Area are damaged or destroyed by any cause during the term of this Occupancy Agreement,
this Occupancy Agreement shall automatically terminate as of the date the damage or destruction
occurs; provided, however, in such a case,Occupant shall have access to the Exclusive Area for a period
of one hundred twenty(120)days after such date to remove her personal property therefrom,such
access to be at various times and dates as mutually agreed between the parties.
4. Except to the extent of damage to or destruction of the Property improvements located on the
Exclusive Area and of damage resulting from the negligence or willful misconduct of Provider,Occupant
Exhibit B
50015-39474 447536 N.DOCXIDRF/k/h/Z012
will indemnify and hold the Provider harmless from and against all liabilities, damages,claims, losses,
judgments,charges and expenses arising out of or relating to Occupant's use of the Exclusive Area.
5.Occupant may reside on the Exclusive Area for a period up to twelve(12) months. Occupant's
residency commences on the date the parties close the purchase and sale agreement for the Property.
6.This Agreement shall not be construed or interpreted as a lease or sublease of the Exclusive Area.
Both Occupant and Provider each expressly and knowingly waive any rights either may have under the
Landlord Tenant laws of the State of Oregon.
7. Occupant may not assign Occupant's interest in the Exclusive Area or lease or sublease any portion of
the Exclusive Area to any third party under any circumstances.
8. If Occupant abandons the Exclusive Area at any time during the term of this Agreement such that
Occupant is absent from the Exclusive Area for more than 30 consecutive days without written notice to
Provider,this Agreement will automatically terminate and the Provider may enter and take possession
of the Exclusive Area. If Occupant abandons the Exclusive Area,any of Occupant's personal property
remaining on the Exclusive Area will be deemed to belong to the Provider and Provider may dispose of
the personal property as Provider chooses in its sole discretion.
9. Occupant may terminate this Agreement at will. Except as otherwise stated herein,on or before the
expiration or earlier termination of this Agreement, Occupant will remove Occupant's personal property
from within the Exclusive Area. If any of Occupant's personal property remains on the Exclusive Area at
the expiration or earlier termination of this Agreement,such personal property shall be deemed
abandoned by Occupant and Provider may dispose of the personal property as Provider chooses in its
sole discretion. Occupant has no obligation to remove personal property from areas of the Property
outside the Exclusive Area.
IN WITNESS WHEREOF,the parties hereto have executed this agreement as of the date first written
above.
Occupant:
Mary Skelton
Provider:
City of Tigard,Oregon
Exhibit B
50015-39474 447536 8.DOCXIDRF/8/6/2012
EXHIBIT A
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Exhibit B
50015-3x474447536 8.D0CXIDKH/8/6/70/2
EXHIBIT C
AFTER RECORDING RETURN TO:
City of Tigard
Attn: City Manager
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 is reserved for recorder's use.
STATUTORY BARGAIN AND SALE DEED
Mary Jane Skelton, Grantor, grants to CITY OF TIGARD, an Oregon municipal
corporation,Grantee,the following described real property:
See Exhibit A attached hereto.
The true consideration for this conveyance is $420,000.00.
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,
Exhibit C Page 1 of 3
50015-39474 447536 8.DOCXIDRF/8/6/2012
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 , 2012.
Mary Jane Skelton
STATE OF OREGON )
) ss.
County of 1
This instrument was acknowledged before me on , 20 ,by
Mary Jane Skelton.
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 ,20-,by
as of the City of Tigard, an Oregon
municipal corporation.
NOTARY PUBLIC FOR OREGON
My Commission Expires:
Exhibit C Page 2 of 3
50015-39474447336 8.DOCXIDRF/8/6/2012
Exhibit A
Real property in the County of Washington,State of Oregon,described as follows:
LOT 1,NORTH TIGARDVILLE ADDITION.AMENDED PLAT,EXCEPTING THAT PORTION CONVEYED TO
JOSEPH YOCUM,ET UX,BY DEED RECORDED JUNE 23. 1945.IN BOOK 245 PAGE 227,DEED RECORDS,
WASHINGTON COUNTY,OREGON,DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF LOT 1,NORTH TIGARDVILLE ADDITION;THENCE NORTH 89
08'EAST,289.5 FEET ALONG THE NORTH LINE OF LOT I TO A PIPE;THENCE SOUTH 0 10'EAST,612.5 FEET
TO A PIPE;THENCE SOUTH 19 53'WEST,443.55 FEET TO A PIPE IN THE SOUTHERLY LINE OF SAID LOT 1;
THENCE NORTH 57 40'WEST,183.1 FEET ALONG THE SAID SOUTHERLY LINE OF THE SOUTHWEST CORNER
OF LOT 1:THENCE NORTH 0 15'WEST,931.92 FEET TO THE BEGINNING.
NOTE:This legal description was created prior to January 1,2008.
Exhibit C, Page 3 of 3 50014-39474447536_8.D0CVAA9J/8/6/20/2
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