CCDA Resolution No. 14-04 CITY OF TIGARD, OREGON
CITY CENTER DEVELOPMENT AGENCY
RESOLUTION NO. 14-0—q
A RESOLUTION APPROVING THE PURCHASE OF THE PROPERTY AT 9110
SW BURNHAM STREET (TAXLOT ID 2S12AC-00202) AND AUTHORIZING
THE EXECUTIVE DIRECTOR OF THE CITY CENTER DEVELOPMENT
AGENCY TO TAKE ALL NECESSARY ACTION TO COMPLETE THE
PROPERTY PURCHASE ON BEHALF OF THE AGENCY
WHEREAS,ORS 457. 170(3) authorizes the City Center Development Agency (CCDA) to
acquire real property pursuant to its approved urban renewal plan;and
WHEREAS, the City Center Urban Renewal Plan dated December 6, 2005 authorizes the
acquisition and disposition of property with the Urban Renewal Area to support the development of
retail,office,housing;and mixed use projects;and
WHEREAS, 9110 SW Burnham Street property (Taxlot ID 2S12AC-00202) is a future
redevelopment opportunity located in the Urban Renewal Area;and
WHEREAS, the City Center Urban Renewal Plan has been amended to include the property
acquisition as a project;and
WHEREAS, the agency and the property owner have reached a tentative agreement on the
purchase/sale of the property. The Agreement is specifically conditioned on the approval of the
Board of the City Center Development Agency.
NOW, THEREFORE, BE IT RESOLVED, by the Board of the Tigard City Center Development
Agency that:
SECTION 1: The Board of City Center Development Agency agrees to the terms of the
Purchase Agreement and Escrow Instructions,(Exhibit A),including the
purchase price of$1.3 million.
SECTION 2: The Board of City Center Development Agency authorizes the Executive
Director of the CCDA to take all necessary action to complete purchase of
the property at 9110 SW Burnham Street on behalf of the agency.This
includes,but is not limited to,execution of the Purchase Agreement and
Escrow Instructions,including Amendments,and closing documents.
SECTION 3: This resolution is effective immediately upon passage.
PASSED: This day of 52014.
CCDA Resolution No. 14-19---1
Page 1
Chair—C' of Tigard
City Center Development Agency
ATTEST:
0-amyAl"11 � 'LO6.�Cc,
Recorder—City of Tigard City Center Develo ent Agency
CCDA Resolution No. 14-
Page 2
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PURCIIASE AGREEMENT
AND
ESCROW INSTRUCTIONS
BETWEEN: Prudence M. Miller Trust U/T/A dated ("Seller")
March 16,2004
And: City of Tigard, ("Purchaser")
An Oregon Municipal corporation
DATED: 10 ,2014 ("Effective Date")
RECITALS
A. Seller owns certain real property and the improvements thereon consisting of
approximately 1.18 acres of land developed with an approximate 15,000 square foot
warehouse/office building, with an address of 9110 SW Burnham Street, located in the city of
Tigard,county of Washington,state of Oregon,which is more fully described on the attached
and incorporated Exhibit A,together with Seller's lessor interest in Leases of 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 described in this Purchase
Agreement and Escrow Instructions("Agreement"),the receipt and sufficiency of which are
hereby acknowledged,the parties hereto agree as set forth below.
ARTICLE 1
DEFINED TERMS
1.1 Additional Earnest Money. The term "Additional Earnest Money"means the
cash payable to Seller pursuant to Section 2.2 of this Agreement after expiration of the
Contingency Period in the amount of Fifty Thousand Dollars($50,000.00).
1.2 Business Day. The term`Business Day"means any Monday through Friday on
which business is transacted by federal banks in Washington County,Oregon.
1.3 Cash. The term"Cash"means(i) United States currency,(ii)a check currently
dated and payable to Escrow Holder,or(iii) U.S. funds credited by wire transfer into Escrow
Holder's bank account.
1.4 Closing. The process described in Article 10 of this Agreement.
1,5 Closing Date. Closing shall occur on the date that is thirty(30)days after the
expiration of the Contingency Period,unless extended by the Purchaser pursuant to Section 4.6
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or Seller pursuant to Section 10.2 of this Agreement,or on such other date as the parties may
agree upon in writing.
1.6 Contingency Period. As defined in Section 4.
1.7 Deed. A statutory special warranty deed in the form of Exhibit B attached hereto
which shall be used to convey the Property from Seller to Purchaser.
1.8 Earnest Money. "the cash payable to Seller pursuant to Section 2.2 of this
Agreement in the amount of Thirty Thousand and No/100 Dollars($30,000.00), plus all interest
which accrues thereon.
1.9 Effective Date. The date last executed by the parties as shown on the signature
page.
1.10 Environmental Laws. Any federal,state,or local laws,ordinances,codes,
statutes,regulations,administrative rules,policies and orders,and other authority existing now or
in the future that classify, regulate, list,or define Hazardous Materials.
1.11 Escrow Holder. Lawyer's Title, located at 1 120 NW Couch Street,Portland,
Oregon,Phone: (503)220-0015,Attn: Yvonne Inserra(e-mail: yvonne.inserra@ltic.com).
1.12 Escrow. The escrow opened by Escrow Holder pursuant to this Agreement.
1.13 Hazardous Materials. Any toxic or hazardous substance, material,waste,
pollutant,contaminant,or infectious or radioactive material, including but not limited to those
substances,materials,waste,chemicals,or mixtures that are(or that contain any)substances,
chemicals,compounds,or mixtures regulated, either now or in the future,under any law,rule,
regulation,code or ordinance.
1.14 Property. The term"Property"as defined in this Agreement, includes land
described in Exhibit A, together with all improvements,rights,privileges, servitudes and
appurtenances thereunto belonging or appertaining, including all right,title, and interest of
Seller, if any, in and to the streets,alleys, and rights-of-way adjacent to the land,and Seller's
lessor's interest existing in leases of the Property,which will be transferred.
1.15 Property Documents. Any and all documents in Seller's possession or control
relating to the Property,including without limitation,conditional use permits, land use approvals,
land use applications,permits, licenses, leases and related documents, any agreements related to
the Property that will survive Closing,maps,development agreements, surveys and studies
relating to the Property prepared by third parties, but excluding(1)documents which are no
longer in effect(II)tax documents, (III)documents subject to attorney client privilege,and(IV)
documents relating to potential transactions which have not occurred and (V) appraisals.
1.16 Purchase Price. Cash in the amount of One,Million Three Hundred Thousand
and No/100 Dollars($1,300,000.00).
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ARTICLE 2
EARNEST MONEY AND PURCHASE PRICE;
2.1 Sale of Property. Subject to the terms and conditions in this Agreement, Seiler
agrees to sell the Property to Purchaser, and Purchaser agrees to buy the Property from Seller.
2.2 Earnest Money. Within three(3) Business Days alter the opening of Escrow as
set forth in Section 3.1, Purchaser shall deposit the Earnest Money into Escrow. The Earnest
.Money shall be refundable to Buyer until the earlier of(1)the expiration of the Contingency
Period or(11)the date the conditions precedent to Closing set forth in Section 4 of this
Agreement are waived in writing by Purchaser;thereafter, the Earnest Money shall not be
refundable except(1)in the event of a Seller default or(ii) if at Closing Seller shall have failed to
cure a disapproved exception to title which Seller agreed to cure as provided in Section 4.6.
Within three Business Days atter expiration of the Contingency Period, Purchaser shall deposit
the Additional Earnest Money into Escrow. The Additional Earnest Money shall not be
refundable except(i) in the event of a Seller default or(ii) if at Closing Seller shall have failed to
cure a disapproved exception to title as provided in Section 4.6 which Seller agreed to cure.
Escrow Holder shall hold the Farnest Money and the Additional F,amest Money in an interest-
bearing account that is FDIC insured, unless the parties approve holding the Earnest Money and
the Additional Earnest Money in a non-interest bearing account. The Earnest Money and the
Additional Earnest Money shall be applicable to the Purchase Price at closing.
2.3 Purchase Price. The Purchase Price shall be paid by Purchaser in Cash to Seller
at the Closing. The Earnest Money and the Additional 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) Business Days after the Effective Date, Purchaser and
Seller shall open Escrow by depositing with Escrow holder a fully executed photocopy of this
.'Agreement for use as escrow instructions. Escrow bolder 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. At or before Closing, Purchaser shall deposit into
Escrow (i)the Earnest Money, (ii)the Additional Earnest Money, (iii)the balance of the
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i
Purchase Price,(iii)an executed and acknowledged acceptance of the Deed,(iv)an executed
counterpart of the Assignment and Assumption of the Lease in the form of Exhibit 3.2
("Assignment and Assumption"), duly executed by Purchaser,and(iv) all other documents and
instruments reasonably requested by (Escrow Holdcr for Closing.
3.3 Seller's Deliveries. At or before Closing, Seller shall deliver into Escrow(i)an
executed and acknowledged 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 Assignment and Assumption;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 lJfective Date,Seller shall deliver all Property Documents to Purchaser. During the
Contingency Period(as defined in Section 4.2 below),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 sixty(60)days after
the Effective Date(the"Contingency Period"),unless extended by Purchaser as set forth below.
4.2.1 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.
4.2.2 Purchaser shall have the right,at no cost,to extend the Contingency
Period two(2)times for a period of thirty (30)days each, upon ten(10)days prior written
notice to the Seller stating the reasonable need for the extension.
4.2.3 Purchaser shall have the right to enter onto the Property,upon forty-
eight(48)hour prior notice to Seller,to conduct any and all tests,investigations, and
inspections deemed necessary by Purchaser. Seller shall have the right to be present at the
inspections(s).
4.2.4 Purchaser shall in its prior notification to Seller,state whether any
invasive testing is to occur during Purchasers entry on the Property and if so, state the nature of
such invasive activity. If there are invasive activities, Seller may,prior to the inspection date
and time,provide Purchaser with reasonable conditions of approval of the invasive activities
including immediate restoration of the Property or improvements thereon to substantially the
condition the Property or improvements were in prior to Purchaser's performance of any
inspections or work that is invasive once the inspections and work has been completed. Seller
may, if it determines that such invasive testing will negatively impact the nature of the existing
Tenant's business and/or is unable to reasonably coonJinate Tenant's cooperation,refuse to
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allow such testing without liability and in such event Purchaser may terminate the Agreement
by written notice and in such event the Earnest Money shall be promptly returned to Purchaser
and neither party shall have any further obligation or liability to the other except as otherwise
explicitly set forth in this Agreement.
4.2.5 Such investigations and/or studies shall be conducted by Purchaser at its
sole expense.
4.2.6 Within the limits of the Oregon Tort Claims Act and the Oregon
Constitution,Purchaser shall defend, indemnify and hold Seller harmless for, from,and against
any claim, loss, or liability,or any claim of lien or damage which arises in connection with any
entry on the Property by Purchaser or any activities on the Property by Purchaser, its agents,
employees, and independent contractors;provided, however,that Purchaser shall have no
obligation to indemnify, defend,or hold harmless Seller from any condition of the Property
discovered by Purchaser,or from any loss of marketability of the Property as a consequence of
such discovery. This agreement to indemnify,hold harmless and defend Seller shall survive
Closing or other termination of this Agreement.
4.2.7 In the event Purchaser elects not to close on the Property,upon such
determination and termination of the Agreement, Purchaser agrees it will provide to Seller
copies of all written reports resulting from any and all investigations conducted by the
Purchaser during the Contingency Period,within five(5)days of termination of this
Agreement. This provision will survive the Closing or termination of the Agreement.
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, as it may be extended,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(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. Any notice of disapproval shall
specify which title exceptions are unacceptable(the"Unacceptable Exceptions). The matters
disclosed in the Preliminary Report to which Seller does not object, along with the standard
printed exceptions on a form of title insurance policy, shall be the"Permitted Exceptions"and
included as exceptions in the Title Policy,defined in Section 4.7,along with any Unacceptable
Exceptions which,pursuant to Sections 4.5 and 4.6,become Permitted Exceptions.
4.5 Right to Cure Disapproval of Preliminary Report. If Purchaser delivers notice
of disapproval pursuant to Section 4.4 above, Seller shall notify Purchaser in writing(a
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"Response Notice")within five(5)days thereafter, whether Seller will agree to remove or
otherwise cure, to Purchaser's reasonable satisfaction,any Unacceptable Exception(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). If Seller fails to timely provide a Response Notice,
Seller shall be deemed to have elected not to cure any Unacceptable Exceptions. If Seller fails to
agree to remove an Unacceptable Exception, Purchaser shall elect,by notice to Seller within five
(5)days after the Response Notice(or, if no Response Notice is provided, within five(5)days
after the Response Notice was due to either(I)terminate this Agreement or(II)waive
Purchaser's objection and accept title subject to the Unacceptable Exceptions which Seller has
not agreed to cure (in which event such Unacceptable Exceptions shall be Permitted Exceptions).
Failure of Purchaser to timely so elect shall be deemed an election to waive such Unacceptable
Exceptions, in which event such Unacceptable Exceptions shall become Permitted Exceptions.
4.6 Failure to Cure Disapproval of Preliminary Report. If Seller, in its Response
Notice, agrees to cure an Unacceptable Exception and thereafter fails to cure such Unacceptable
Exception prior to Closing, Purchaser shall have the right to(i)terminate this Agreement and
receive a full refund of the Earnest Money and Additional Earnest Money, (ii)suspend
performance of its obligations under this Agreement at no cost to Purchaser and extend the
Closing Date until that removal of the Unacceptable Exception has occun-ed(but no more than
45 days)or(iii)waive in writing its prior disapproval of such exception and accept title subject
to such previously disapproved item, by delivering written notice of Purchaser's election to
Seller prior to Closing in which case such Unacceptable Exceptions will be Permitted
Exceptions.
4.7 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(1)that Purchaser pays any additional costs
associated with issuance of such policy and pursuant to section 8.4 of this Agreement,and (11)
Seller shall not be required to indemnify the title company to induce it to issue such extended
coverage or endorsements.
4.8 Council Approval. This Agreement is specifically conditioned on approval by
the Tigard City Council before the end of the Contingency Period. If the Tigard City Council
has not approved this Agreement on or before the expiration of the Contingency Period, this
Agreement and the rights and obligations of the Purchaser and the Seller shall automatically
terminate,and the Escrow Holdcr shall immediately return the Earnest Money to Purchaser.
4.9 Approval of Leases& Estoppel Certificates.
4.9.1 Leases. Within ten(10)days of the Effective Date, Seller will provide
to Purchaser copies of all current leases affecting the Property,copies of any related documents
other than leases which provide for or discuss any matters affecting the occupancy of the
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Property by the tenants who have any right now or in the future with respect to the Premises,
including but not limited to options to lease, relocation rights, termination rights,and/or
expansion or contraction rights(collectively,the"Lease Documents"). Purchaser may
terminate this Agreement at any time during the Contingency Period if Purchaser shall
determine in the exercise of its sole discretion that the documents described in Section 4.1 or
the Lease Documents are not satisfactory.
4.10 Contingency Failure. If Purchaser fails to notify Seller in writing by the end of
the Contingency Period that the conditions set forth in this Article 4 have been satisfied or
waived, this Agreement and the rights and obligations of the Purchaser and the Seller shall
automatically terminate, and the Escrow I[older 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
provided that Purchaser may not terminate this Agreement pursuant to this Section 5.1 if
Purchaser is the condemning government entity.
5.2 Leases. Effective the Closing Date, Seller will assign to Purchaser the Lease
between Seller and Ferguson Enterprises, Inc.Any other leases will be terminated before
Closing.
5.3 Non-Remonstrance. After Closing,and subject to Closing occurring, Seller
agrees, for a period of ten(10) years after the date of expiration of the last term(including
extensions)of any lease in effect as of the Closing Date,not to object to or remonstrate against
any land use or other governmental application process or proceedings in which Purchaser or any
of its agencies is the applicant or otherwise involved,as such process may relate to or be
associated with any change,improvement or development of the Property. The provisions of this
Section 5.3 shall survive Closing.
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
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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 Ilolder 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,the Preliminary Report,and the Property Documents. Seller agrees
to transfer to Purchaser, via Statutory Special Warranty Deed in the form of Exhibit`B',the
Property,subject only to the Permitted Exceptions.
6.1.3 Property Documents,Lease Documents; No Defaults. To Seller's
knowledge,except as disclosed in the Property Documents, including lease documents
delivered by Seller to Purchaser are true,correct and complete copies and there are no other
documents or instruments, in Seller's possession and control,that would constitute Property
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.
6.1.4 Pending Transactions,Suits or Proceedings. To Seller's knowledge,
there are no suits,proceedings, litigation,condemnation,or investigations pending or
threatened against or affecting the Property or Seller as the owner of the Property in any court
at law or in equity,or before or by any governmental department,commission,board,agency
or instrumentality.
6.l.5 Defects. To Seller's knowledge, without investigation or inquiry, except
as disclosed in the Property Documents,there are no latent defects or conditions on or about
the Property that would cause injury or damage to persons or property,or that would have a
material adverse effect on lawful use 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.
6.1.7 Hazardous Materials.To Seller's knowledge,without investigation or
inquiry,except as disclosed in the Property Documents,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 in violation of Environmental Laws.To
Seller's knowledge,without investigation or inquiry,except as disclosed in the Property
Documents, no other party or person has used,stored,transported, generated,disposed of or
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release on,within,under, about or from the Property any Hazardous Materials in violation of
Environmental Laws. 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 to Seller's knowledge,without investigation or inquiry,except as
disclosed in the Property Documents,the Property is not now in violation of,and is not
currently under investigation for the violation of,any Environmental Laws.To Seller's
knowledge without investigation or inquiry, except as disclosed in the Property Documents,
there is no asbestos or lead paint incorporated into the improvements on the Property. Seller
hereby assigns to Purchaser as of the Closing,to the extent assignable, all claims,
counterclaims, defenses or actions,whether at common law or 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.
6.1.9 Access,Possession. To Seller's knowledge, the Property has legal and
physical access to a publicly dedicated street or road. Except as reflected in the Property
Documents,there are no leases or tenancies in effect on the Property and possession thereof
can and will be delivered to Purchaser on 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,which will remain unpaid at close of escrow or upon which a lien may be filed,
excepting work, labor,or materials for which the tenant under the Lease Documents is
responsible.
6.1.10 No Option or Right of First Refusal to Acquire Premises. Seller
represents that no person or entity has any right of first refusal or option to acquire any interest
in the property or any part thereof.
6.1.1 1 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,provided nothing herein prohibits alterations
made by a tenant permitted by such tenant's Lease.
6.1.11.3 Condition of the Property Through Closing. Seller
shall, 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 tree cutting,timber harvesting or
altering of the Property in any way,subject to casualty and to alterations made by a tenant
permitted by such tenant's Lease, (ii)keep all existing insurance policies affecting the Property
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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 which is known by Seller.
ARTICLE 7
AS-IS SALE
7.1 AS-IS Sale. The Property is being sold to,and accepted by,Purchaser at Closing
in its then-present condition,AS-IS, WHERE IS, WITH ALL FAULTS,and without any
warranty whatsoever,express or implied,except for the representations and warranties set forth
in Section 6.1 and in the Deed to be delivered at Closing. Purchaser acknowledges that(a) it is
purchasing the Property AS-IS, WIIERE IS, WITH ALL FAULTS; (b) it will have made or
performed any and all tests,surveys,or other examinations of the Property as Purchaser deems
necessary prior to the end of the Contingency Period;and(c) it shall rely solely on its own
inspection,examination,and evaluation of the Property in assessing and determining the
condition of the Property. Seller and Seller's agents have not made,are not now making,and
specifically hereby disclaim,any and all warranties and representations of any kind,express or
implied,oral or written,with respect to the Property,except for any representation or warranty
made in Section 6.1 or any warranty of title to be contained in the Deed to be delivered at
Closing. The provisions of this Section 7.1 shall survive Closing.
ARTICLE 8
PURCHASER'S REPRESENTATIONS AND WARRANTIES
8.1 Purchaser's Representation and Warranties. Purchaser represents and
warrants that,as of the Effective Date,the end of the Contingency Period, and Closing,all of the
representations and warranties of Purchaser contained in this Agreement are and shall be true and
correct,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:
8.1.1 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.
8.1.2 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.
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ARTICLE 9
PRORATED FEES AND COSTS
9.1 Prorations. Escrow Holder will prorate between the parties, based on the latest
information available to Escrow Holder, all taxes,bonds and assessments ("Taxes") for the
Property, to the extent not the responsibility of the tenant under the Lease. 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 faxes shall notify
the other party in writing of the amount of such Taxes and the party receiving that notice shall
pay its prorated share of such Taxes within thirty (30)days of demand therefore,but not later
than ten(10)days prior to delinquency. The parties' obligations under this Section shall survive
Closing.
9.2 Seller's Fees and Costs. Seller shall pay: (i)the costs for the Title Policy(but
not extended coverage or endorsements requested by Purchaser; (ii) Seller's recording charges;
(iii)one-half of Escrow Holder's escrow fee; and (iv) one-half of any transfer taxes.
9.3 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.
9.4 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.
ARTICLE 10
CLOSING
10.1 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:
10.1.1 Funds and Instruments. All funds and instruments required pursuant
to this Agreement have been delivered to Escrow Holder.
10.1.2 Satisfaction of Conditions Precedent. Each of the conditions
precedent set forth in the Agreement have been either satisfied or waived,or deemed waived.
10.1.3 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 terns of this Agreement.
10.1.4 Assignment and Assumption Document. The parties shall have
executed the Assignment and Assumption attached as Exhibit 3.2.
Page I I - PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
50014-71545 793717 6 DU XAA471.8,7014
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l
10.2 Closing. Closing shall occur on the date that is thirty(30) days after expiration of
the Contingency Period except that,Seller may,at Seller's sole election,extend the Closing Date
up to four(4)months in order to affect a tax deferred exchange pursuant to Section 14.17, by
providing Purchaser with notice of election to extend the Closing Date at least ten(10)days prior
to the Closing Date. The parties may also agree in writing to another Closing Date.
ARTICLE 11
RECORDATION AND DISTRIBUTION OF FUNDS AND DOCUMENTS
11.1 Recorded Documents. Escrow Holder shall cause the County Recorder of
Washington County to mail the Deed to Purchaser.
11.2 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.
11.3 Payment of Funds at Closing. Escrow Holder shall deliver at Closing all
amounts as set forth in the final, approved closing statement.
11.4 Original Documents. Escrow Holder shall at Closing deliver to Purchaser the
Original Assignment and Assumption.
ARTICLE 12
DEFAULT AND REMEDIES
12.1 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.
12.2 Seller's Remedies. In the event of Purchaser's default under this Agreement,the
Earnest Money,and Additional Earnest Money if Purchaser's default occurs after expiration of
the Contingency Period,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. Notwithstanding the foregoing,this Section 12.2 does not waive or limit Seller's right to
recover damages for Purchaser's breach of the Assignment and Assumption.
Purcha c. 's l itials Seller's Initials
Page 12- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
50014-7154i 7937/7 6XV)CraA.f/•/.4.20/4
75186068 2 0050637-90002
14.7 Real Estate Brokerage Commission. Seller has engaged Don Drake of Melvin
:Mark Brokerage Company(MMBC)and Purchaser has engaged Neal Brown of Meadows
Group,Inc. (MGI)Seller will pay a brokerage fee to MMBC and MGI shall share in the
brokerage fee paid by Seller in accordance with their separate agreement. Except for MMBC and
MGI,whose fees shall be paid by Seller, 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.
14.8 Notice and Payments. Any notice or document to be given pursuant to this
Agreement must be delivered either in person,deposited in the United States mail duly certified
or registered,return receipt requested with postage prepaid,by electronic mail,or by Federal
Express or other similar overnight delivery service marked for next business day delivery.
Notices shall be effective upon receipt if delivered personally, upon confirmation of receipt if
sent by electronic mail,on the next day if sent by overnight courier,or two(2)days after deposit
in the mail if mailed. Any party listed below may designate a different address,which shall be
substituted for the one specified below, by written notice to the others.
If to Seller: Prudence M.Miller Trust Uff/A dated March 16,2004
4220 SW Greenleaf Drive
Portland,OR 97221
With a copy to:
Mark Norby
Stoel Rives LLP
900 SW Fifth Ave.
Suite 2600
Portland,OR 97204
Fax: (503)220-2480
and a copy to:
Melvin Mark Brokerage Company
Attn: Don Drake
111 SW Columbia
Suite 1380
Portland, OR 97201
Fax: (503) 546-4727
If to Purchaser: City of Tigard
Attn: Marty Wine, City Manager
City Hall
13125 SW Hail Blvd
Page 14- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
R70II-71545 7937/7 d D0CrAA 1N 8.014
75186068 2 0050637-00002
Tigard, OR 97223
Fax: (503)684-7297
with a copy to : Jordan Ramis PC
Two Centerpointe Drive, 6th Floor
Lake Oswego,OR 97035
Fax: (503)598-7373
14.9 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.
14.10 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.
14.11 Successors and Assigns. Subject to limitations expressed in this Agreement,
each and all of the covenants and conditions of this Agreement shall inure to the benefit of and
shall be binding upon the successors-in-interest,assigns, and representatives of the parties
hereto. As used in the foregoing,"successors"shall refer to the parties' interest in the Property
and to the successors to all or substantially all of their assets and to their successors by merger or
consolidation.
14.12 Time of the Essence. Time is of the essence of each and every provision of this
Agreement.
14.13 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 Seiler elects not to obtain legal counsel to review and approve this
Agreement.
14.14 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.
Page 15- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
30014-71343 193717 6.1X)CXUMJ'18,2014
75186068 2 0050637-00002
14.15 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.
14.16 Calculation of Time. Unless specified otherwise,all periods of time referred to
herein shall include Saturdays, Sundays and legal holidays in the State of Oregon,except that if
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.
14.17 1031 Exchange. Purchaser agrees to cooperate with Seller(with no extra cost to
Purchaser)should Seller elect to sell the Property in connection with an exchange under Internal
Revenue Code Section 1031. Seller's contemplated exchange shall not impose upon Purchaser
any additional liability or financial obligation,and Purchaser shall not be obligated to execute
any note, contract,deed,or other document providing for any personal liability which would
survive the exchange, nor shall Purchaser be obligated to take title to any property other than the
Property in connection with the exchange. Such exchange shall not release,reduce or diminish
Sellers obligations or liabilities under this Agreement. Seller agrees to hold Purchaser harmless
from any liability that might arise from such exchange. This Agreement and the Closing
hereunder are not contingent upon Seller's ability to identify or acquire a suitable exchange
property or effectuate an exchange and shall not delay the Closing except for Seller's right to
extend closing as provided in Section 10.2. In the event any exchange contemplated by Seller
should fail to occur for whatever reason,the sale of the Property shall nonetheless be
consummated as provided herein.
14.18 Confidentiality. To the extent allowed under the law, including the Oregon
Public Records Law,neither Seller nor Purchaser will disclose the terms and conditions of this
Agreement to any person or entity other than as may be absolutely necessary to carry out the
provisions and intent of this Agreement. Notwithstanding the foregoing,Purchaser or Seller may
provide a copy of this Agreement on a confidential basis only to any of its partners,directors,
shareholders,employees,accountants,attorneys, lenders,or to a third party in the event
Purchaser or Seller is required by law to provide a copy to such party.
14.19 Statutory Disclaimer. THE PROPERTY DESCRIBED IN THIS
INSTRUMENT MAY NO"f BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING
STRUCTURES. THE PROPERTY IS SUBJECT TO I,AND 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 ACQUIRING
FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR
COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING
Page 16- PURCHASF.AGREEMENT AND ESCROW T STRUCTIONS
,0014-71543 791717 6.IXXr.4A01,812014
75186068 2 0050637-00002
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 LAW S 2009 AND SECTIONS 2 TO 7, CI-IAPTER 8, OREGON LA WS 2010.
14.20 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
Prudence M.Miller Trust U/T/A dated March City of Tigard,an Oregon municipal
16,2004 corporation
i3y: -
Name: Name:IfLL
Its: Its: '��15
APPROVED AS TO FORM:
By:
City Attorney
Exhibit A-Property
Exhibit B—Deed
Exhibit C—Assignment of Lease
Page 17 - PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS
30014.71545 793717 6 DOCX`AAV./.8,201 J
75186068 2 0050637-00002
CONSENT OF ESCROW HOLDER
The undersigned Escrow Holder hereby agrees to (i)accept the foregoing Agreement,
60 be the Escrow Holder under said Agreement, and (iii) be bound by said Agreement in the
performance of its duties as Escrow Holder-, provided, however, the undersigned shall have no
obligations, liability or responsibility under this Consent or otherwise unless and until said
Agreement, fully signed by the parties,has been delivered to the undersigned.
DATED: 2014.
By:
'dame:
Title:
CONSENT OF ESCROW HOLDER io014-71-545793717 6.DOOAMJ.LN2014
75186068 2 0050637-00002
EXHIBIT A
11111111111��INS III{IIIIUIIIIIIullli�ifi
' ICe7�fba�9
E7QilBIT A
Leta[Description
A tract of land being a portion of Lot 3,BURNIIAM TRACT,a duly recorded subdivision in
Washington County plat records,said land being located in the Northeast quarter oCSection 2,
Township 2 South, Range I Wcst of the Willameve lrlcridian,in the City of Tigard,County of
Washington,State of Oregon,being further described as follows:
Beginning at the most Easterly comer of said Lot 3,BURNHAM TRACT,being a point oil the
ccrlterlins of S.W.Burnharn Road;thence S45°06'43"W,along the Southeasterly line of said Lot
3,a distance of 30.00 feet to a point on the Southwesterly right-of--way line of said S-W.
Burnham Road;thence S45'06'43W,continuing on the Southeasterly line of said Lot 3,a
distance of 314.41 feet to the Southwesterly line of a 30.00 foot easexnutt imurdcd in
Washington County Decd Book 890 Page 753;thence N44°28'10'W,15.00 feet Southwesterly
of,and parallel to,an existing sewer line,a distance of 190.74 loot to a point on the
Northwesimly line of said I of 3:theme N51'56'00"E,along the Northwesterly line of said tat
3,a distarice of 312.87 feet to a point on said Southwesterly right-of-way line of said S.W.
Burnham Road;thence continuing N511S6M"F,a distancc of 30.27 feel to die most Northerly
coma of said Lot 3,bceng a point on the centerline of said S.W.Burnham Road;thence
S45°46'00"fl,along said centerline,a distance of 150.00 feet to the point of beginning.
fixceptingTherrEom that portion of said Lot dedicated to the public for street,road and utility
purposes in document recorded October 13, 1978 in Book 1118,Page 567.
And Further Excepting Therefrom that portion of&aid Iat granted and dedicated to the City of
Tigard for street and utility purposes in document recorded January 8,1980,as Recorder's
Number 80000717.
The foregoing property is the saint property which is occasionally described rs:
Lot 3,BURNT"TRACT,in the City of Tigard,Washington County,Oregon.
Excepting Therefrom that portion of said Lot dedicated to the public for street,road and utrlity
purposes in document rccnrdod October 13,1976,page 567.
And Further Excepting ThacfroIIt(hat portion of said Lot granted and dedicated to the City of
Tigard for street and utility purposes in docuuncat rocorded January 8,1980,Recorder's
No.80000717.
And Further Excepting Therefrom that portion of said Lot conveyed to the City of Tigard by
decd recorded August 6, 1980,Recorder's No.80026999.
And Further Excepting Therofrorn that portion of said Lot conveyed to Gerald L.Cach and Joan
L.Cacti,husband and wife,by deed recorded August 11,1980,Recordes No.80027467,
ronr,ei•ziaoou t arr9rna000t
Title Deta, inc. rx PcR10411 in; 2004028753.003
Exhibit A 5X14-71545 793717 d.DOCCt4MJ18.7014
75186068 2 0050637-00002
EXHIBIT B
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 SPECIAL WARRANTY DEED
Prudence M. Miller Trust U/T/A dated March 16,2004, Grantor,whose address is 4220 SW
Green Leaf Drive,Portland,OR 97221, conveys and warrants to City of Tigard,an Oregon
municipal corporation,Grantee,whose address is 13125 SW Hall Blvd,Tigard,OR 97223 the
following described real property free of encumbrances created or suffered by Grantor except as
specifically set forth herein:
See Exhibit A attached hereto.
The*true consideration for this conveyance is One Million Three Hundred Thousand and
No/100 Dollars. This conveyance is made subject to the matters set forth on Exhibit B attached
hereto.
BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE PERSON
TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, IF
ANY, UNDER ORS 195.300,195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11,
CHAPTER 424,OREGON LAWS 2007,SECTIONS 2 TO 9 AND 17,CHAPTER 855,
OREGON LAWS 2009, AND SECTIONS 2 TO 7,CHAPTER 8, OREGON LAWS 2010.
THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN
THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND
REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE
PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE
APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT
THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT
OR PARCEL,AS DEFINED IN ORS 92.010 OR 215.010,TO VERIFY THE APPROVED
USES OF THE LOT OR PARCEL,TO DETERMINE ANY LIMITS ON LAWSUITS
Exhibit B, Page 1 of 4 570!4-71545793717 6DOCXAA4/19-7014
75186066 2 0050637-00002
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, SECTIONS 2 TO 9 AND 17, CHAPTER 855,
OREGON LAWS 2009,AND SECTIONS 2 TO 7,CHAPTER 8, OREGON LAWS 2010.
DATED this day of , 2014.
GRANTOR
Prudence M. Miller Trust U/T/A dated
March 16,2004
By:
Name:
Its:
STATE OF OREGON )
)ss.
County of )
This instrument was acknowledged before me on ,2014 by
as of the Prudence M.Miller Trust U/T/A dated March 16, 2004.
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.____ ,2014, by
as----- ----of the City of Tigard,an Oregon
municipal corporation.
NOTARY PUBLIC FOR OREGON
My Commission Expires:
Exhibit B, Page 2 of 4 50011.71545793717 6.rX)rAAAUr1Ia014
75186068 2 0050637-00002
Exhibit A
[to be provided by Escrow Holder]
I
Exhibit B, Page 3 of 4 5401!-71.14.179371?6fNX_rAMJ18?014
75186068 2 0050631-00002
Exhibit B
Ito be provided after review of preliminary report]
Exhibit B. Page 4 of 4 �001-1.71545 79,717 6 rxxx•,aw J,812011
75186068 2 0050637110002
Exhibit 3.2
ASSIGNMENT OF LEASE
THIS Assignment and Assumption of Lease ("Agreement") is made as of this—day of
,2014, between Prudence M. Miller Trust U/T/A dated March 16, 2004
("Assignor")and the City of Tigard,an Oregon municipal corporation("Assignee").
RECITALS
A. Assignor owns the fee interest in those certain premises described on Exhibit A
attached and incorporated hereto (the"Premises").
B. A portion of the Premises are leased pursuant to the lease attached and
incorporated as Exhibit B (the`'Lease"). Assignor holds all right,title and interest in and to the
lessor's interest under the Lease.
C. Pursuant to that certain Purchase Agreement and Escrow Instructions dated
2014,between Assignor and Assignee(the"Agreement"),
Assignor has agreed to sell the Premises to Assignee and in connection with the sale has agreed
to assign the Lease to Assignee and Assignee has agreed to assume the Lease.
AGREEMENT
NOW,47HEREFORE, for valuable consideration,the receipt and adequacy of which are
hereby acknowledged,the parties agree as follows:
1. Assignment.
Effective as of the Effective Date of this Assignment,Assignor hereby transfers,
sets over and assigns to Assignee all right, title and interest of Assignor in and to the Lease,TO
HAVE AND TO HOLD the same to Assignee, its successors and assigns forever; SUBJECT,
HOWEVER,to each and every provision of the Lease and as hereinafter provided.
2. Acceptance of Assignment.
Effective as of the Effective Date, Assignee accepts the within assignment and
agrees to perform and discharge all of the covenants, terms, conditions and provisions to be kept,
observed and performed by Assignor as lessor under the Lease.
3. Assignor's Indemnity of Assignee.
Assignor hereby agrees to defend and indemnify Assignee, its directors, officers,
employees, agents, representatives, successors and assigns, and each of them, from and against
any and all claims, suits, demands, causes of action, actions, liabilities, losses, damages, costs
Exhibit 3.2 40014-715,5793717 6UOCXk4Mr.r-Rool4
751860682 0050637-00002
and expenses(including reasonable attorney's fees)arising out of or resulting from any breach or
default committed or alleged to have been committed by Assignor as lessor under the Lease prior
to the Effective Date.
4. Assignee's Indemnity of Assignor.
Within the limits of the Oregon Tort Claims Act and Oregon Constitution,
Assignee hereby agrees to defend and indemnify Assignor, and its respective directors, officers,
employees, agents, representatives, successors and assigns, and each of them, from and against
any and all claims, suits, demands, causes of action, actions, liabilities, losses, damages, costs
and expenses(including reasonable attorney's fees)arising out of or resulting from any breach or
default committed or alleged to have been committed by Assignee, its successors or assigns, as
the lessor under the Lease from and after the Effective Date.
5. Effective Date.
This Assignment shall be effective as of the date of recording of the deed
conveying title to the Premises to Assignee (the"Effective Date").
6. Counterparts.
This Assignment may be executed in one or more counterparts by the parties
hereto. All Counterparts shall be construed together and shall constitute one agreement.
7. Binding Effect.
This Assignment shall be binding on and inure to the benefit of the parties and
their respective heirs,successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly
executed on behalf of each of them respectively, by their respective officers thereunto duly
authorized,in multiple originals,all as of the day and year first above written.
ASSIGNOR ASSIGNEE
Prudence M.Miller Trust U/T/A dated March 16, City of Tigard,an Oregon municipal corporation
2004
By: By:
Name: Name:
Its: Its:
Exhibit 3.2 50014-71545793717 6.D0CV U YJAV 014
751s6W.2 0050637-00002
EXHIBIT A
Premises
Exhibit 3.2 30014•71343 793717 a fXXXAMJ 182014
7_<186068 2 0050637-0(X)02
EXHIBIT B
The Lease
Exhibit 3.2 !WIJ.?rsa 753717 ADLrXAW J,N?o7+
75136068 2 ODS0637-CM02
First Addendum Dated February 13,2014 to Purchase Agreement
And Escrow Instructions (the"Agreement")
Dated January 10,2014
By&Between
Prudence M. Miller Trust U/T/A March 16,2004 (Seller)
And
City of Tigard an Oregon Municipal Corporation (Purchaser)
Purchaser and Seller by their signature below agree to replace the Legal Description in Exhibit A
and the Legal Description to be attached as Exhibit A to the Special Warranty Deed in Exhibit B
of the Agreement and any other such documents relating to the sale of the property located at
9110 SW Burnham St.in the City of Tigard, Washington County,Oregon,so that such
documents conform to the Legal Description provided in the Preliminary Title Report dated
January 13,2014 by Lawyers Title File No. 3210003803. Said Legal Description being as
follows:
"EXHIBIT A"
A tract of land being a portion of Lot 3,BURNHAM TRACT,a duly recorded subdivision in Washington
County Plat Records,said land being located in the Northeast quarter of Section 2,Township 2 South,
Range 1 West of the Willamette Meridian,in the City of Tigard,County of Washington and State of
Oregon,being further described as follows:
Beginning at the most Easterly corner of said Lot 3,BURNHAM TRACT,being a point on the centerline
of SW Burnham Road;thence South 45°06'43" West,along the Southeasterly line of said Lot 3,a
distance of 30.00 feet to a point on the Southwesterly right-of-way line of said SW Burnham Road;thence
South 45°06'43"West,continuing on the Southeasterly line of said Lot 3,a distance of 314.41 feet to the
Southwesterly line of a 30.00 foot easement recorded in Washington County Deed Book 890,Page 753;
thence North 44°28'10"West, 15.00 feet Southwesterly of,and parallel to,an existing sewer line,a
distance of 190.74 feet to a point on the Northwesterly line of said Lot 3;thence North 51°56'00" East,
along the Northwesterly line of said Lot 3,a distance of 312.87 feet to a point on said Southwesterly
right-of-way line of said SW Burnham Road;thence continuing North 51°56'00"East,a distance of 30.27
feet to the most Northerly corner of said Lot 3,being a point on the centerline of said SW Burnham Road;
thence South 45°46'00"East,along said centerline,a distance of 150.00 feet to the point of beginning.
SELLER PURCHASER
Prudence M. Miller Trust U/T/A dated March City of Tigard, an Oregon municipal
16, 20 corporation
By: l I By: Z (/[
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Name: Prudence M. Miller Name:LV'1�elV10�1 �
Its: Trustee
SECOND AMENDMENT TO PURCHASE AGREEMENT
AND ESCROW INSTRUCTIONS
This Second Amendment to Purchase Agreement and Escrow Instructions
("Amendment") is made effective , 2014 ("Effective Date")by and among
the City Center Development Agency,the Urban Renewal Agency of the City of Tigard
("Aggncf), City of Tigard,an Oregon municipal corporation ("Original Purchaser"), and the
Prudence M. Miller Trust(U/T/A dated March 16, 2004) ("Seller").
RECITALS
A. By Ordinance No. 80-05 (1989)the City of Tigard established the Agency as a
separate entity authorized to exercise all of the powers available to an Agency under ORS
chapter 457, and designated the Tigard City Council as the governing body for the Agency.
B. Original Purchaser and Seller entered into a Purchase Agreement and Escrow
Instructions dated January 10,2014, and the Exhibits thereto(the"Original Agreement'), as
amended by the First Addendum to Purchase Agreement and Escrow Instructions dated
February 13,2014 (collectively,the"Agreement').
C. In order to better effectuate the City Center Development Plan, Original Purchaser
and Agency have determined that the property that is the subject of the Agreement must be
acquired by the Agency rather than the Original Purchaser, and Seller is willing to sell to Agency
on the terms and conditions set forth therein.
AGREEMENT
NOW,THEREFORE,the parties agree as follows:
1. Original Purchaser hereby assigns its interest in the Agreement, and in the Earnest
Money deposited thereunder,to Agency.
2. The undersigned hereby amend the Agreement to replace the City of Tigard as
Purchaser with the"City Center Development Agency,the Urban Renewal Agency of the City of
Tigard",and more particularly as follows:
(a) On the first page, in the third line,delete the words"City of Tigard"and insert
"City Center Development Agency,the Urban Renewal Agency of the City of Tigard, an ORS
Chapter 457 urban renewal agency" (Agency) as the Purchaser.
(b) In Section 4.8, replace the term "Tigard City Council"with "Board of the City
Center Development Agency"throughout the Section.
(c) In Section 14.8,delete the reference to "City Manager"and insert"Executive
Director".
Page 1 —Second Amendment to Purchase and Sale Agreement 50014-36794 921361.2 DOC"MJ/4/2812014
76031526.2 0050637-00003
(d) In the signature block,delete the phrase, "City of Tigard, an Oregon municipal
corporation" and insert,"City Center Development Agency,the Urban Renewal Agency of the
City of Tigard, an ORS chapter 457 urban renewal agency."
(e) Replace Exhibit `13%the Statutory Warranty Deed,with the attached revised
Exhibit `B', Statutory Warranty Deed naming Agency as the Grantee.
(f) Replace Exhibit 3.3,Assignment of Lease, with the attached revised Exhibit 3.3,
Assignment of Lease naming Agency as the Grantee.
3. Agency acknowledges that Original Purchaser previously approved the
Schedule B title exceptions appearing in Title Report No. 32F0003803 dated as of January 8,
2014 issued by Lawyer's Title,and that Agency is bound by such approval.
4. Except as modified by this Amendment, all covenants, agreements,terms, and
conditions of the Agreement remain in full force and effect. Agency hereby ratifies each and
every act and notification of Original Purchaser to-date under the Agreement and Seller
acknowledges such acts and notifications as those of Agency.
5. In the event of any conflict between the terms of this Amendment and the
Agreement,the terms of this Amendment shall control.
6. This Amendment may be executed in counterparts,by exchange of facsimile or
electronic copies of executed signature pages, or both,with the same effect as if they were a
single original instrument bearing original signatures.
City of Tigard Seller
Prudence M.Miller Trust U/T/A
dated May 16,2014
By:
Name:
Its: By:
Prudence M.Miller,Trustee
Agency
By:
Name:
Its:
Page 2—Second Amendment to Purchase and Sale Agreement 50014-36794 921361.2 DOC"MJ/4/2812014
76031526.2 0050637-00003
EXHIBIT B
AFTER RECORDING RETURN TO:
City Center Development Agency
13125 SW Hall Blvd
Tigard OR 97223
UNTIL A CHANGE IS REQUESTED
SEND TAX STATEMENTS TO:
City Center Development Agency
13125 SW Hall Blvd
Tigard OR 97223
This space is reserved for recorder's use.
STATUTORY SPECIAL WARRANTY DEED
Prudence M. Miller Trust U/T/A dated March 16, 2004, Grantor, whose address is 4220 SW
Green Leaf Drive, Portland,OR 97221,conveys and warrants to the City Center Development
Agency,the Urban Renewal Agency of the City of Tigard, Grantee, whose address is 13125 SW
Hall Blvd,Tigard, OR 97223 the following described real property free of encumbrances created or
suffered by Grantor except as specifically set forth herein:
See Exhibit A attached hereto.
The true consideration for this conveyance is One Million Three Hundred Thousand and
No/100 Dollars. This conveyance is made subject to the matters set forth on Exhibit B attached
hereto.
BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE PERSON
TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS,IF
ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11,
CHAPTER 424,OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17,CHAPTER 855,
OREGON LAWS 2009,AND SECTIONS 2 TO 7,CHAPTER 8,OREGON LAWS 2010.
THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN
THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND
REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE
PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE
APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT
THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT
OR PARCEL,AS DEFINED IN ORS 92.010 OR 215.010,TO VERIFY THE APPROVED
USES OF THE LOT OR PARCEL,TO DETERMINE ANY LIMITS ON LAWSUITS
AGAINST FARMING OR FOREST PRACTICES,AS DEFINED IN ORS 30.930,AND TO
INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS,IF ANY,
UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11,
CHAPTER 424,OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855,
OREGON LAWS 2009,AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010.
Exhibit B, Page 1 of 4 50014-71545
911361_1.DOCAWJ/4/18/1014
76031526.2 0050637-00003
DATED this day of ,2014.
GRANTOR
Prudence M. Miller Trust U/T/A dated
March 16, 2004
By:
Name:
Its:
STATE OF OREGON )
)ss.
County of )
This instrument was acknowledged before me on , 2014 by
as of the Prudence M. Miller Trust U/T/A dated March 16, 2004.
NOTARY PUBLIC FOR OREGON
My Commission Expires:
ACCEPTED:
GRANTEE
City Center Development Agency
By:
Name:
Its:
STATE OF OREGON )
ss.
County of )
This instrument was acknowledged before me on ,2014,by
as of the City Center Development Agency.
NOTARY PUBLIC FOR OREGON
My Commission Expires:
Exhibit B, Page 2 of 4 5(9)14-71545
921361_1.DOCXI AMJ1412812014
76031526.2 0050637-00003
Exhibit A
[to be provided by Escrow Holder]
Exhibit B, Page 3 of 4 50014-71343 921361_1.DOCXL4MJ14128/2014
76031526.2 0050637-00003
Exhibit B
[to be provided after review of preliminary report]
Exhibit B, Page 4 of 4 50014-71545 911361_2.DOCXIAMJ1412812014
76031526.2 0050637-00003
Exhibit 3.2
ASSIGNMENT OF LEASE
THIS Assignment and Assumption of Lease("Agreement") is made as of this day of
,2014,between Prudence M. Miller Trust U/T/A dated March 16, 2004
("Assignor")and the City Center Development Agency,the Urban Renewal Agency of the City
of Tigard("Assignee").
RECITALS
A. Assignor owns the fee interest in those certain premises described on Exhibit A
attached and incorporated hereto(the"Premises").
B. A portion of the Premises are leased pursuant to the lease attached and
incorporated as Exhibit B (the"Lease"). Assignor holds all right,title and interest in and to the
lessor's interest under the Lease.
C. Pursuant to that certain Purchase Agreement and Escrow Instructions dated
January 10,2014,between Assignor and Assignee (the"Agreement"),Assignor has agreed to
sell the Premises to Assignee and in connection with the sale has agreed to assign the Lease to
Assignee and Assignee has agreed to assume the Lease.
AGREEMENT
NOW,THEREFORE,for valuable consideration, the receipt and adequacy of which are
hereby acknowledged,the parties agree as follows:
1. Assignment.
Effective as of the Effective Date of this Assignment,Assignor hereby transfers,
sets over and assigns to Assignee all right,title and interest of Assignor in and to the Lease,TO
HAVE AND TO HOLD the same to Assignee, its successors and assigns forever; SUBJECT,
HOWEVER,to each and every provision of the Lease and as hereinafter provided.
2. Acceptance of Assignment.
Effective as of the Effective Date,Assignee accepts the within assignment and
agrees to perform and discharge all of the covenants,terms,conditions and provisions to be kept,
observed and performed by Assignor as lessor under the Lease.
3. Assignor's Indemnity of Assignee.
Assignor hereby agrees to defend and indemnify Assignee, its directors, officers,
employees, agents,representatives, successors and assigns, and each of them, from and against
any and all claims, suits, demands, causes of action, actions, liabilities, losses,damages, costs
and expenses(including reasonable attorney's fees)arising out of or resulting from any breach or
default committed or alleged to have been committed by Assignor as lessor under the Lease prior
to the Effective Date.
Exhibit 3.2 50014-71545 921361_2.DOCXIAM✓14128/2014
76031526.2 0050637-00003
4. Assignee's Indemnity of Assignor.
Within the limits of the Oregon Tort Claims Act and Oregon Constitution,
Assignee hereby agrees to defend and indemnify Assignor, and its respective directors, officers,
employees, agents, representatives, successors and assigns, and each of them, from and against
any and all claims, suits, demands, causes of action, actions, liabilities, losses, damages, costs
and expenses (including reasonable attorney's fees)arising out of or resulting from any breach or
default committed or alleged to have been committed by Assignee, its successors or assigns, as
the lessor under the Lease from and after the Effective Date.
5. Effective Date.
This Assignment shall be effective as of the date of recording of the deed
conveying title to the Premises to Assignee (the"Effective Date").
6. Counterparts.
This Assignment may be executed in one or more counterparts by the parties
hereto. All Counterparts shall be construed together and shall constitute one agreement.
7. Binding Effect.
This Assignment shall be binding on and inure to the benefit of the parties and
their respective heirs, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly
executed on behalf of each of them respectively, by their respective officers thereunto duly
authorized, in multiple originals, all as of the day and year first above written.
ASSIGNOR ASSIGNEE
Prudence M. Miller Trust U/T/A dated March 16, City Center Development Agency
2004
By: By:
Name: Name:
Its: Its:
Exhibit 3.2 50014-71545921361_2.DOM MJ/4/28/2014
76031526.2 0050637-00003
EXHIBIT A
Premises
Exhibit 3.2 50014-71545921361 2.DOCXVAMJ/4/28/2014
76031526.2 0050637-00003
EXHIBIT B
The Lease
Exhibit 3.2 50014-71545921361_2.DOCXI4MJ1412812014
76031526.2 0050637-00003
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