Resolution No. 13-01 CITY OF TIGARD, OREGON
TIGARD CITY COUNCIL
RESOLUTION NO. 13-01
A RESOLUTION APPROVING THE PURCHASE OF THE BAGAN PROPERTY, (TAX LOT
1S135BDO1400), AND AUTHORIZING THE CITY MANAGER TO TAKE ALL NECESSARY
ACTION TO COMPLETE THE PROPERTY PURCHASE ON BEHALF OF THE CITY
WHEREAS,in November 2010 Tigard voters passed a$17 million park bond measure whereby 80 percent of
bond proceeds were dedicated to acquiring open space and park land such as the Bagan property;and
WHEREAS, the Park and Recreation Advisory Board (PRAB) was tasked with evaluating more than 60
potential park properties,and the Bagan property ranked near the top of the PRAB's acquisition list;and
WHEREAS,the city would like to acquire the property to create publicly-owned park and open space;and
WHEREAS,the property is adjacent to another city-owned parcel to the east;and
WHEREAS,the council authorized staff to negotiate the purchase of the Bagan property on October 23,2012;
and
WHEREAS,the property is located at 10910 SW Greenburg Road within Tigard city limits;and
WHEREAS, the city and the property owner have reached a tentative agreement on the purchase/sale of the
property.This agreement is subject to City Council approval.
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,
(Exhibit A),including the purchase price of$192,000 for the Bagan property.
SECTION 2: The City Council authorizes the city manager to take all necessary action to complete the
Bagan property purchase on behalf of the city. This includes, but is not limited to, execution
of the Purchase Agreement and Escrow Instructions and closing documents.
SECTION 3: This resolution is effective immediately upon passage.
n�
PASSED: This (;10;�—day 2013.
to
Mayorpi ity of Tigard
ATTEST:
City Recorder-City of Tigard
RESOLUTION NO. 13- 01
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PURCHASE AGREEMENT
AND
ESCROW INSTRUCTIONS
BETWEEN: Bagan Family LLC,an Oregon ("Seller')
limited liability company
And: City of Tigard, ('`Purchaser")
a Municipal corporation
DATED: 12/11/2012 2012 ("Effective Date")
RECITALS
A. Seller owns certain real property in the city of Tigard,county of Washington.
Orcgon,located at 10910 SW Greenburg Rd.,Tigard, OR 97223, further identified as Tax Lot
1400 and Assessor's Map No. l S I35BDOI400,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 terms set forth in this Agreement.
AGREEMENT
NOW,THEREFORE, for good and valuable consideration,the receipt and sufficiency of
which are hereby acknowledged,the parties hereto agree as set forth below.
ARTICLE 1
I
DEFINED TERMS
1.1 Cash. The term"Cash"means(i)United States currency,(ii)a check currently
dated and payable to Escrow Holder,or(iii)U.S.funds credited by wire transfer into Escrow
Holder's bank account.
1.2 Closing. The process described in Article 9 of this Agreement.
13 Closing Date. Closing shall occur no later than January 28,2013,or on such
other date as the parties may agree upon in writing.
1.4 Contingency Period. The period that ends on the date that the conditions
precedent to Closing set forth in Sections 4.1 through 4.9 are waived by Purchaser or satisfied.
1.5 Deed. A statutory warranty deed in the form of Exhibit B attached hereto which I
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 Five Thousand and No/100 Dollars($5,000.00),plus all interest
which accrues thereon. i
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1.7 Effective Date. The date on which this Agreement is fully executed by Seller and
Purchaser.
1.8 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.
1.9 Escrow Holder. First American Title,located at 9200 SE Sunnybrook Blvd,
Suite 400,Clackamas,Oregon,97015,Phone:(503)659-0069.
1.10 Escrow. The escrow opened by Escrow Holder pursuant to this Agreement.
1.11 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.
1.12 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 relating to or affecting the
Property,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 One Hundred Ninety-Two Thousand and
No/100 Dollars($192,000.00).
ARTICLE 2
EARNEST MONEY AND PURCHASE PRICE
2.1 Sale of Property. Subject to the terms and conditions in this Agreement,Seller
agrees to sell the Property to Purchaser,and Purchaser agrees to buy the Property from Seller.
2.2 Earnest Money. Within five(5)business days after the opening of Escrow as set
forth in Section 3.1,Purchaser shall deposit the Earnest Money into Escrow. Escrow Holder
shall hold the Earnest Money in a non interest-bearing account that is FDIC insured,unless the
parties approve holding the Earnest Money in an interest bearing account. The Earnest Money
shall be refundable to Buyer until the all the conditions precedent to Closing set forth in Section
4 of this Agreement expire or the conditions precedent to Closing set forth in Section 4 of this
Agreement are waived in writing by Buyer;thereafter,the Earnest Money shall not be refundable
except in the event of a Seller default. The Earnest Money shall be applicable to the Purchase
Price at Closing.
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2.3 Purchase Price. The Purchase Price shall be paid by Purchaser in Cash to Seller
at the Closing,subject to any withholdings required pursuant to this Agreement. The Farnest
Money shall be applied to the Purchase Price.
ARTICLE 3
DELIVERIES TO ESCROW HOLDER
3.1 Opening of Escrow.
3.1.1 Within five(5)business days after the Effective Date, Purchaser and
Seller shall open Escrow by depositing with Escrow Holder the Earnest Money and 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 terns of this Agreement.
3.1.3 Purchaser and Seller may jointly or separately prepare additional escrow
instructions. Escrow Holder may also provide general instructions. If there is any inconsistency
between the provisions of any of these instructions and this Agreement,the provisions of this
Agreement shall control.
3.2 Purchaser's Deliveries. At or before Closing,Purchaser shall deposit into
Escrow(i)the Earnest Money,(ii)the Purchase Price,(iii)an executed and acknowledged
counterpart acceptance of the Deed,and(iv)a]I 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(6)(2)of the United States Internal Revenue Code,and(iii)all
other documents and instruments reasonably requested by Escrow Holder for Closing. At
Closing,Seller shall deliver possession of the Property to Purchaser.
ARTICLE 4
CONDITIONS PRECEDENT TO CLOSING
4.1 Purchaser's Right to Analyze Property Documents. Within ten(10)days after
the Effective Date,Seller shall deliver all Property Documents in Seller's possession or control
to Purchaser. During the Contingency Period,Purchaser shall have the right to analyze the
Property Documents and determine,in Purchaser's sole,absolute and arbitrary discretion,
whether the Property is suitable for Purchaser's intended use.
4.2 Purchaser's Right to Analyze Property. For a period of thirty(30)days after
the Effective Date,Purchaser shall have the right to analyze the Property and determine,in l
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
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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 defend, indemnify and hold Seller harmless for,from,and
against any claim,loss,or liability,or any claim of lien or damage which arises in connection
with any entry on the Property by Purchaser or any activities on the Property by Purchaser,its
agents,employees,and independent contractors;provided,however,that Purchaser shall have no
obligation to indemnify,defend,or hold harmless Seller from any condition of the Property
discovered by Purchaser,or from any loss of marketability of the Property as a consequence of
such discovery.
4.3 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 and cancel Escrow by delivering written notice of termination to Seller
prior to the expiration of the Contingency Period,in which case this Agreement shall
immediately terminate and Escrow Holder shall immediately return the Earnest Money to
Purchaser.
4.4 Review of Preliminary Report. Within ten(10) days after the Effective Date,
Seller shall provide Purchaser with a preliminary title report issued by the Escrow Holder,
describing title to the Property,and including legible copies of all recorded documents described
in the preliminary report and plotted casements(collectively,the"Preliminary Report"). On or
before ten(10)days after Purchaser's receipt of the Preliminary Report,Purchaser shall deliver
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. Failure of Purchaser
to deliver notice of disapproval of any matters disclosed in the Preliminary Report shall be
deemed rejection of all such matters. Unless waived pursuant to Section 4.6,the approved
matters disclosed in the Preliminary Report along with the standard printed exceptions on a form
of title insurance policy,shall be the"Permitted Exceptions"included as exceptions in the Title
Policy,defined in Section 4.7.
4.5 Right to Cure Disapproval of Preliminary Report. If Purchaser delivers notice
of disapproval pursuant to Section 4.4 above, Seller may elect in writing,within five(5)days
thereafter,to agree to remove or otherwise cure,to Purchaser's reasonable satisfaction,any
disapproved item(s)prior to Closing. Notwithstanding any provision in this Agreement to the
contrary,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.
4.6 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 If
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 i
cost to Purchaser and extend the Closing Date until that removal of the disapproved exception
has occurred 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.
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4.7 Title Policy. Seller shall be unconditionally committed to procure from Escrow
Holder upon the Closing,an ALTA standard coverage owner's policy oftitle 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.
4.8 Approval of Leases; No Tenancies.
4.8.1 Leases. Within ten(10)days of the Effective Date,Seller will provide to
Purchaser copies of all current leases affecting the Property,and copies of any and all documents
other than leases which provide for or discuss any matters affecting the occupancy of the
Property by tenants,including but not limited to options to lease,relocation rights,termination
rights,and/or expansion or contraction rights(collectively,the"Lease Documents"). Purchaser
may terminate this Agreement at any time during the Study Period if Purchaser shall determine
in the exercise of its sole discretion that the documents described in Section 4.1 or the Lease
Documents are not satisfactory.
4.8.2 No Tenancies. At least five(5)days prior to the Closing Date,Seller
shall have terminated any tenancy provided for in the Lease Documents and rendered the
Property free of any occupants whatsoever.
4.9 Council Approval. This Agreement is contingent upon approval from the City
Council of the City of Tigard. If such approval is not received by January 23,2013,Purchaser
shall have the right to terminate this Agreement and receive a full refund of the Earnest Money.
4.10 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 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 pari 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.
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ARTICLE 6
SELLER'S REPRESENTATIONS AND WARRANTIES
6.1 Representations and Warranties of Seller. Seller represents and warrants that,
as of the Effective Date,the end of the Contingency Period,and the Closing,that all of the
representations and warranties contained in this Agreement are and shall be true and correct, and
shall survive Closing for a period of one(1)year. Each of Seller's representations and
warranties is material to and is being relied upon by Purchaser and the continuing truth thereof
shall constitute a condition precedent to Purchaser's obligations hereunder. Seller represents and
warrants to Purchaser as follows:
6.1.1 Proof of Authority. Seller has authority and authorization to enter into
this Agreement and consummate the transaction contemplated by it,and shall deliver such proof
of the power and authority of the persons executing and/or delivering any instruments,
documents,or certificates on behalf of the Seller to act for or bind the Seller,as may be
reasonably required by the Escrow Holder and/or the Purchaser.
6.1.2 Title to the Property. Seller has sole legal and beneficial fee title to the
Property,and has not granted any person or entity any right or interest in the Property except as
set forth in this Agreement and in the Preliminary Report. Seller agrees to transfer to Purchaser,
via Deed,the Property,subject only to the Pennitted Exceptions.
6.1.3 Property Documents,Lease Documents; No Defaults. To Seller's
knowledge,the Property Documents and Lease Documents delivered by Seller to Purchaser are
true,correct and complete copies and there arc no other documents or instruments that would
constitute Property Documents or Lease Documents that have not been delivered by Seller or
otherwise made available to Purchaser. Seller has no knowledge of any default by Seller under
any Property Documents or Lease Documents. Seller warrants that the services associated with
the Property Documents and Lease Documents,have been,or will be,paid for by Seller no later
than Closing.
6.1.4 Pendine Transactions,Suits or Proceedings. To Seller's knowledge,
there are no transactions, suits,proceedings,litigation(including zoning or other land use
regulation proceedings),condemnation,or investigations pending or threatened against or
effecting the Property or Seller as the owner of the Property in any court at law or in equity,or
before or by any governmental department,commission,board,agency or instrumentality.
6.1.5 Defects. To Seller's knowledge,there are no latent or other defects or
conditions on or about the Property which would cause injury or damage to persons or property,
Or which would have a material adverse effect on lawful uses of the Property.
6.1.6 No Further Encumbrances. As long as this Agreement remains in force,
Seller will not 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.
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6.1.7 Hazardous Materials. Except as specifically disclosed herein,Seller
hereby discloses that the house located on the Property may have asbestos-containing exterior
siding on it. Seller has no knowledge of any other Hazardous Materials located on,in or under
the Property. Seller's knowledge,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. To Seller's knowledge,no other party or person has used,stored,
transported,generated,disposed of or released on,within,under,about or from the Property any
Hazardous Materials. Without limiting the foregoing,neither Seller nor,to Seller's knowledge,
any other party,has installed,operated or maintained any underground storage tanks on or
adjacent to the Property,and the Properly is not now,and has never been,in violation and is not
currently under investigation for the violation of any Environmental Laws. To Seller's
knowledge,there is no lead paint on the Property. Seller hereby assigns to Purchaser as ofthe
Closing,to the extent assignable,all claims,counterclaims,defenses or actions,whether at
common law or pursuant to any other applicable federal or state or other laws,if any,that Seller
may have against third parties to the extent relating to the existence of Hazardous Materials in,
at,on,under or about the Property.
6.1.8 Access; Possession, The Property has legal and physical access to a
publicly-dedicated street or road. Except as reflected in the Lease Documents,there are no
leases or tenancies in effect on the Property and possession thereof can and will be delivered to
Purchaser upon Closing.
6.1.9 Construction or Other Liens. Seller warrants that,at the time of
Closing,no work,labor or materials have been expended,bestowed or placed upon the Property,
adjacent thereto or within any existing or proposed assessment district which will remain unpaid
at close of escrow or upon which alien may be filed.
6.1.10 No Option or Right of First Refusal to Acquire Premises. Seiler
represents that no person or entity has any right of first refusal or option to acquire any interest in
the property or any part thereof.
6.1.11 Conduct Pending Full Payment; Covenants.
6.1.11.1 Conduct of Property. Seller hereby agrees that Seller will
not modify,cancel,extend or otherwise change in any material manner any of the terms,
covenants or conditions of the Property Documents or Lease Documents,nor enter into any
additional leases as to the Property without Purchaser's written consent,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.
6.1.11.2 No Alterations. Seller will not make any material
alterations to the Property prior to the Closing.
6.1.11.3 Condition of the Property through Closing. Seller will,
at its sole cost and expense,between the Effective Date and the Closing Date:(i)maintain the
Property in substantially the same condition as it was on the Effective Date,with no trot cutting,
timber harvesting or altering of the Property in any way,(ii)keep all existing insurance policies
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affecting the Property in full force and effect, (iii)make all regular payments of interest and
principal on any existing financing,(iv)pay all real property taxes and assessments against the
Property prior to delinquency,(v)comply with all government regulations,and(vi) keep
Purchaser timely advised of any repair or improvement required to keep the Property in
substantially the same condition as it was on the Effective Date.
6.1.12 Disclaimer of Additional Warranties and Representations; AS-1S,
WHERE 1S,WITH ALL FAULTS Sale. The Property shall be sold to,and accepted by,
Purchaser at CIosing in its then-present condition,AS-TS, WHERE IS,WITH ALL FAULTS,
and without any warranty whatsoever,express or implied,except for any warranty of title to be
contained in the Deed to be delivered at Closing,and except for Seller's limited representations
and warranties set forth in Section 6.1 of this Agreement. Purchaser acknowledges that it is
purchasing the Property AS-1S,WHERE IS, WITH ALL FAUL'T'S. Seller and Seller's agents
have not made,are not now making,and specifically disclaim any warranties and representations
of any kind,express or implied,oral or written,with respect to the Property,except for any
warranty oflitle to be contained in the Deed to be delivered at Closing and as set forth in Section
6.1 of this Agreement. The provisions of this Section 6.1.12 shall survive Closing.
ARTICLE 7
PURCHASER'S REPRESENTATIONS AND WARRANTIES
7.1 Purchaser's Representation and Warranties. Purchaser represents and
wan-ants that,as of the Effective Date,the end of the Contingency Period,and Closing,all of the
representations and warranties of Purchaser contained in this Agreement are and shall be true and
correct,and shall survive Closing for a period of one(1)year. Each of Purchaser's
representations and warranties is material to and is being relied upon by Seller and the
continuing truth thereof shall constitute a condition precedent to Seller's obligations hereunder.
Purchaser represents and warrants to Seller as follows:
7.1.1 Authority. The execution and delivery of this Agreement has been duly
authorized and approved by all requisite action of Purchaser,and the consummation of the
transactions contemplated hereby will be duly authorized and approved by all requisite action of
Purchaser,and no other authorizations or approvals will be necessary in order to enable
Purchaser to enter into or to comply with the terms of this Agreement.
7.1.2 Binding Effect of Documents. This Agreement and the other documents
to be executed by Purchaser hereunder,upon execution and delivery thereof by Purchaser,will
have been duly entered into by Purchaser,and will constitute legal,valid and binding obligations
of Purchaser- To Purchaser's actual knowledge,neither this Agreement nor anything provided to
be done under this Agreement violates or shall violate any contract,document,understanding,
agreement or instrument to which Purchaser is a party or by which it is bound.
ARTICLE 8
PRORATED FEES AND COSTS
8.1 Prorations. Escrow Holder will prorate between the parties,based on the latest
information available to Escrow Holder,all taxes,bonds and assessments("Taxes") for the
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Property,except as provided in Section 8.2 below. If,after the Closing,either party receives a
bill for any Taxes,the parties agree that the Taxes shall be prorated between the parties to the
Closing Date. The party receiving the bill for the Taxes shall notify the other parry in writing of
the amount of such Taxes and the party receiving that notice shall pay its prorated share of such
Taxes within thirty(30)days of demand therefore,but not later than ten(10)days prior to
delinquency. The parties' obligations under this Section shall survive Closing.
8.2 Penalties. Any penalties that would be due as a result of removal of the Property
from any tax deferral program shall be charged to Seller as though the Property were removed
from such program on the Closing Date. Seller's obligations under this Section shall survive
Closing.
8.3 Seller's Fees and Costs. Seller shall pay: (i)the costs for the Title Policy;(ii)
Seller's recording charges;(iii)one-half of Escrow Holder's escrow fee;and(iv)one-half of any
transfer taxes.
8.4 Purchaser's Fees and Costs. Purchaser shall pay(i)one-half of the Escrow
Holder's escrow fee,(ii)Purchaser's recording charges;(iii)if requested by Purchaser,any
extended coverage and endorsements for the Title Policy;and(iv)one-half of any transfer taxes.
8.5 Other Costs. Except as otherwise provided in this Agreement,each party shall
bear and pay the expense of its own attorneys,accountants and other professionals incurred in
negotiating this Agreement.
ARTICLE 9
CLOSING
9.1 Closing. Escrow Holder shall close Escrow by(i)recording the Deed;
(ii)confirming execution of all documents necessary for Closing and(iii)delivering funds and
documents as set forth herein,when and only when all terms and conditions of this Agreement
have been met and each of the conditions set forth below have been satisfied:
9.1.1 Funds and Instruments. All funds and instruments required pursuant to
this Agreement have been delivered to Escrow Holder.
9.1.2 Satisfaction of Conditions Precedent. Each of the conditions precedent
set forth in the Agreement have been either satisfied or waived.
9.1.3 Liens and Encumbrances. All liens and encumbrances required to be
paid by Seller have been paid and satisfied at Seller's sole expense,including without limitation
any trust deed or mortgage affecting the Property. The Property shall be conveyed free of
encumbrances,except for the Permitted Exceptions and those expressly accepted or waived by
Purchaser pursuant to the terms of this Agreement.
9.1.4 Assignment of Lease Documents. Seller shall have executed the
Assignment of Leases attached to this Agreement as Exhibit C, if any("Assignment of Leases").
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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.
10.2 Conformed Copies. Escrow Holder shall at Closing deliver to Seller and
Purchaser(i)a copy of the Deed,conformed to show recording date,and conformed copies of
each document recorded to place title in the condition required by this Agreement,(ii)a copy of
each non-recorded document received hereunder by Escrow Holder,and(iii)copies of all
documents deposited into Escrow to the parties herein.
10.3 Payment of Funds at Closing. Escrow Holder shall deliver at Closing all
amounts as set forth in the final,approved closing statement.
10.4 Original Documents. Escrow Holder shall at Closing deliver to Purchaser the
Original Assignment of Leases.
ARTICLE I 1
DEFAULT AND REMEDIES
11.1 Purchaser's Default. If Purchaser breaches this Agreement,which breach
Purchaser fails to cure within thirty(30)days after receipt of written notice thereof from Seller,
Purchaser shall be in default hereunder and Seller is entitled,as Seller's sole and exclusive
remedy,to liquidated damages pursuant to this Article. If Escrow fails to close due to
Purchaser's default,Purchaser shall pay all Escrow cancellation charges.
11.2 Seller's Remedies. In the event of Purchaser's default under this Agreement,the
Earnest Money shall be forfeited by Purchaser and retained by Seller as liquidated damages.
Such amount has been agreed by the parties to be reasonable compensation and the exclusive
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
sole and exclusive remedy for Purchaser's default,and agreement that the sum is a reasonable
SUM.
DS
Purchaser's Initials Seller's is s
11.3 Seller's Default. If Scllcr breaches this Agreement,which breach Seller fails to
cure within thirty(30)days after receipt of written notice thereof from Purchaser,Seller shall be
in default of this Agreement. If Escrow fails to close due to Seller's default,Seller shall pay all
Escrow cancellation charges.
11.4 Purchaser's Remedies. In the event of Seller's default under this Agreement,
Purchaser shall have the right to either(i)terminate this Agreement,and upon such event the
Earnest Money shall be immediately refunded to Purchaser,or(ii)seek an action for specific
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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. The agreements contained herein shall not be
construed in favor of or against either panty,but shall be construed as if both parties prepared this
Agreement.
133 Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto pertaining to the subject matter hereof and all prior and contemporaneous
agreements,representations,negotiations and understandings of the parties hereto,oral or
written,are hereby superseded and merged herein. 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 Joint and Several Liability. If any party consists of more than one person or
entity,the liability of each such person or entity signing this Agreement shall be joint and
several.
13.6 Modification. No modification, waiver,amendment,discharge,or change of this
Agreement shall be valid unless the same is in writing and signed by all signatories hereto.
13.7 Real Estate Brokerage Commission. Purchaser represents and warrants that no
real estate agent or broker representing Purchaser was involved in negotiating the transaction
contemplated herein. Seller is represented by Dave Hopkins of Summa Professionals Real Estate
Group. Seller agrees to be responsible for payment of any compensation,commission or fee to
Seller's broker in accordance with the terms and conditions of the agreement between them. In
the event any claims for real estate commissions, fees or compensation arise in connection with
Us 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.
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13.8 Notice and Payments. Any notice or document to be given pursuant to this
Agreement must be delivered either in person,deposited in the United States mai] duly certified
or registered,return receipt requested with postage prepaid,by electronic mail,or by Federal
Express or other similar overnight delivery service marked for next business day delivery.
Notices shall be effective upon receipt if delivered personally,upon confirmation of receipt if
sent by electronic mail,on the next day if sent by overnight courier,or two(2)days after deposit
in the mail if mailed. Any party listed below may designate a different address, which shall be
substituted for the one specified below,by written notice to the others.
If to Seller: Bagan Family LLC
Attn:Diane Orr
2920 SE 153d Ave.
Vancouver,WA 98683
E-mail: dianeorr@comcast.net
with a copy to: Dave Hopkins
E-mail: dave@davehopkins.com
Iflo Purchaser: City of Tigard
Attn:Parks Manager
City Hall
13125 SW Hall Blvd
Tigard OR 97223
E-mail: steve@tigard-or.gov
with a copy to: Jeff Bennett
Jordan Ramis PC
Two Centerpointe Drive, 6th Floor
Lake Oswego,OR 97035
E-mail: jeff.bcnnett@jordwuamis.com
13.9 Remedies Cumulative. Except as specifically set forth herein,all rights and
remedies of Purchaser and Seller contained in this Agreement shall be construed and held to be
cumulative.
13.10 Severability. In the event that any phrase,clause,sentence,paragraph,section,
article or other portion of this Agreement shall become illegal,null or void or against public
policy,for any reason,or shall be held by any court of competent jurisdiction to be illegal,null
or void or against public policy,the remaining portions of this Agreement shall not be affected
thereby and shall remain in force and effect to the fullest extent permissible by law.
13.11 Successors and Assigns. Subject to limitations expressed in this Agreement,
each and all of the covenants and conditions of this Agreement shall inure to the benefit of and
shall be binding upon the successors-in-interest,assigns,and representatives of the parties I
hereto: As used in the foregoing,"successors"shall refer to the parties' interest in the Property I
and to the successors to all or substantially all of their assets and to their successors by merger or
consolidatiorr.
Pagc 12-PURC14ASE AGREEMENT AND ESCROW INS'T'RUCTIONS
t00J4-70444 fmn,a.1.axtr_4drJ U 4 71)11
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13.12 Time of the Essence. Time is of the essence of each and every provision of this
Agreement.
13.13 Legal Representation. Seller acknowledges that this is a legal document and
that Seller has been advised to obtain the advice of legal counsel in connection with its review
and execution of this Agreement. Seller covenants that it will not deny the enforceability of this
Agreement on the basis that Seller elects not to obtain legal counsel to review and approve this
Agreement.
13.14 Waiver. No waiver by Purchaser or Seller of a breach of any of the terms,
covenants or conditions of this Agreement by the other party shall be construed or held to be a
waiver of any succeeding or preceding breach of the same or any other term,covenant or
condition herein contained. No waiver of any default by Purchaser or Seller hereunder shall be
implied from any omission by the other party to take any action on account of such default if
such default persists or is repeated,and no express waiver shall affect a default other than as
specified in such waiver. The consent or approval by Purchaser or Seller to or of any act by the
other party requiring the consent or approval of the first party shall not be deemed to waive or
render unnecessary such party's consent or approval to or of any subsequent similar acts by the
other party.
13.15 Negation of Agency and Partnership. Any agreement by either party to
cooperate with the other in connection with any provision of this Agreement shall not be
construed as making either party an agent or partner of the other party.
13.16 Calculation of Time. 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.
13.17 Statutory Disclaimer. THE PROPERTY DESCRIBED IN THIS
INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING
STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND
REGULATIONS THAT,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,3F
ANY,UNDER ORS 195.300, 195.301 AND 195,305 TO 195.336 AND SECTIONS 5 TO 11,
CHAPTER 424,OREGON LAWS 2007,SECTIONS 2 TO 9 AND 17,CHAPTER 855,
OREGON LAWS 2009 AND SECTIONS 2 TO 7,CHAPTER 8,OREGON LAWS 2010.
BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE PERSON ACQUIRING
FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR
COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING
TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL,AS DEFINED IN
ORS 92.010 OR 215.010,TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL,
TO VERIFY THE EXISTENCE OF FIRE PROTECTION FOR STRUCTURES AND TO
INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS,IF ANY,
Page 13-PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
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UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11,
CHAPTER 424,OREGON LAWS 2007,SECTIONS 2 TO 9 AND 17,CHAPTER 855,
OREGON LAWS 2009 AND SECTIONS 2 TO 7,CHAPTER 8,OREGON LAWS 2010.
13.18 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 PURC14ASER
Bagan Family LLC,an Oregon limited City of Tigard,an Oregon municipal
liability company corporation
U-PftWarPP*gan
o VSagnw by;
atn t O-W—brml UL
Name: Family LLC Name:_Marq'�L- WjnQ/
1 ts: _ 1 ts: M a✓1ft �
Date: 12/11/2012 Date: —
APPROVED AS TO FORM:
By:
c ty ey
Exhibit A-Property
Exhibit B—Deed
Exhibit C—Assignment of Leases
Page 14- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
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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: L _�,28tx
By:
Nam AL
Title: PN�
i
i
I
Cansent to Escrow Holder Vtll�7ANJ+f(R071_J.1x1CX tA/J 17I JO1J
DocuSign Envelope ID:31BAB 1DG-39a9482A-908C-ADA5B2964E22
EXHIBIT A
BeOmbg at the SouttarMtM owner of V*Q.C. GrOMM D.LC. No. 52, in T. 1 S..R 1 W-,
W.fa'i., and running thence East along the&XM fine of said D.L.C.claim, 1007.9 feet to an
iron pipe;tha r. N.0'28'E-5728 feet toan hon pipe on the East line of that oertah tried
Of land Wmv+ty0d to Andrew 1Narrgb Xg by damd as Mm'dM on Page 2 of Vol. 201 of
WAMIVbm County,Oregon,bead Records,With point is the true point cl begnnbV of the
herein deathbed frac* thence lrocn said pok>t of beginning S. 85' 08'W -525.0 fact to a
point in County Road Nb. 179, wtdch point is on the West lime of said Wo rnsborg bad;
thence North Wong said Wad tine and in said County Road IVA feet to a pokrir dx nce N.
40.00' E.a"tM Nortrwasterfy One of said Wormsborg trad and In saki County Road
125 4 feet to a poirk thence N.85'58'E.-447.5 foci to an ken pipo on the East Ilm of said
Wo'msborg trap thence& D'28'W.-271.0 feet b the phew of beginning;EXCEPinmG
the Vft of the public in any porton themof Eying within the boundaries of roads and
highways.
Exhibit A
Jeal{-'1kP.HS6p0�{ {,()p('XMV17G:d17
DocuSign Envelope ID:31BAB 1DC-3909-482A-908C-ADA5B2964E22
EXHIBIT B
AFTER RECORDING RETURN TO:
City of Tigard
Attn:City Manager
City Hall
13125 SW Ball 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
_ 7hry mace is reserved for recorder's use.
STATUTORY WARRANTY DEED
Bagan Family LLC,Grantor conveys and warrants to CITY OF TIGARD,an Oregon municipal
corporation,Grantee,the following described real property free of encumbrances except as
specifically set forth herein:
See Exhibit A attached hereto.
The true consideration for this conveyance is One Hundred Ninety-Two Thousand and
no/100($192,000.00). This conveyance is made subject to the matters set forth on Exhibit B
attached hereto.
BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE PERSON
TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS,
IF ANY,UNDER ORS 195.300,195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO
11,CHAPTER 424,OREGON LAWS 2007,SECTIONS 2 TO 9 AND 17,CHAPTER 655,
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
Exhibit B,Page 1 of 4
39011-7p8�1 J6B07I�WGa:lA.1J 11 G:a!?
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 195.300,195301 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.
DATED this day of ,20_.
Bagan Family LLC
By:
Name:
Its:
STATE OF OREGON )
)ss.
County of )
This instrument was acknowledged before me on ,20 ,by
as of Bagan Family LLC.
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 B,Page 2 of
AVI4f.7OWo 56110,-4_s.DOC.A'AW 12 61011
Exhibit A
Beginning at the Southwest comer of the D.C. Cxaham D.LC. W, 52. in T_ 1 S., R. 1 W..
W.M., and running thence East along the South line of said D.L.C. claim, 1007.9 feet to an
iron pipe;the= N. W 28'E-572.9 feet to an Iran pipe on the Eaat tine of that certain tract
of land oonv+eyed to Andrew Womisborg by dead as recorded on Page 2 of Vol. 201 of
Wa3hinom County.Oregon,Deed fteoords,which point is the true point of beginning of the
hmeinn descrtbeid Uaa ttt nce tram said point of beginnN 5. 85" Da' W. -525.9 feet to a
point in County Road No. 179, which point is on the West line of said VVom*mborg Uact;
theme North song said Went tine and in said County Road 187.1 feet to a point~ thence N.
40. 00' E. along the Northwesterly tine of said Wonnsborg brad and in said County Road
125 4 feet to a point; thence N.85. 58' E.-447.5 feet to an iron pipe out the East Ine of said
Mlormsborg tract thenoe S. 0' 28'W. -271.0 feet to the puce of beginnha; EXCEFTING
ft rights of the public in any portion thereof gong wtthin the boundaries of roads and
highways-
Exhibit B,Page 3 of 4
sou.--uxu Sinn_a jtxx'.e_uf.r 12 6 201,
Exhibit B
Exhibit B,Page 4 of 4
.10014-1084 JW,4 1:6 1012
Exhibit C
Assignment of Leases
Exhibit C 30o14-7OR44 s6Ra74_4 rxx'.%'.4A4J i.6 2012
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