AGREEMENT OF PURCHASE AND SALE

AGREEMENT OF PURCHASE AND SALE



THIS AGREEMENT OF PURCHASE AND SALE ("Agreement") is made and entered into as of the last date of signature indicated below (“Effective Date”), by Xxxxxxx Xxxxxxx, Xxxx Xxxxxxx, and Xxxxx Orkney, Owners, ("Sellers"), and the City of Portland, a municipal corporation ("City").


RECITALS


A. Sellers are the owners of approximately 48 acres of real property contained in 18 lots or parcels, together with any and all rights appurtenant thereto owned by Seller, including but not limited to access rights, timber rights, water rights, grazing rights, development rights and mineral rights (hereinafter referred to as the "Property") described in Exhibit A (“Legal Description”) and illustrated in Exhibit B (“Parcel Map”) attached hereto and incorporated herein.


B. The City desires to purchase from Sellers, and Sellers desire to sell and convey to the City all rights, title and interest in the Property. The terms of this Agreement are as follows:


TERMS


  1. Purchase and Sale. Sellers agree to sell and convey to the City, and the City agrees to purchase from Seller, the Property upon the terms and conditions set forth in this Agreement.


  1. Purchase Price -- Payment Terms.


    1. Xxxxxxx Money. On the Effective Date, Buyer shall deposit in cash with First American Title Company, Portland Commercial Office (the “Escrow Agent”) the sum of one hundred thousand dollars ($100,000) (together with any interest thereon, the "Xxxxxxx Money Deposit). Buyer shall be entitled to direct Escrow Agent to place the Xxxxxxx Money Deposit in an interest-bearing account, and the interest earned on such sums shall be applied to the Purchase Price at Closing. Upon Closing, the entire Xxxxxxx Money Deposit shall be credited against the Purchase Price. If the transaction does not close because of Buyer’s failure to approve the title as specified in Section 4 below or if Sellers terminate this Agreement pursuant to Section 2.3 below, the Xxxxxxx Money Deposit shall be returned to Buyer.


    1. Purchase Price. The purchase price for the Property shall be the appraised value of the Property (the “Purchase Price”) determined by an appraisal (the “Appraisal”) completed by Xxxxx Xxxx of Xxxx and Associates (the “Appraiser”) on or before March 1, 2004. The Appraiser shall deliver three (3) originals of the Appraisal each to the Buyer and to the Seller. At Closing, Buyer will pay the Purchase Price in all cash. Sellers shall be solely responsible for payment of any and all prepayment penalties or premiums by virtue of prepayment of any existing debt on the Property.


    1. Purchase Price of Less than $3,250,000. If the Appraisal establishes the Purchase Price is less than the sum of three million two hundred fifty thousand dollars ($3,250,000), Sellers, in Sellers’ sole, absolute and unfettered discretion, may terminate the Agreement at any time prior to Closing. In the event of such Sellers’ termination, the Xxxxxxx Money Deposit shall be returned to Buyer and this transaction shall be rendered null and void.


    1. Payment of the Purchase Price. At Closing, Buyer shall pay the Purchase Price in full in all cash. If the Appraisal establishes the Purchase Price equals or is greater than the sum of three million two hundred fifty thousand dollars ($3,250,000), after Buyer has paid the Purchase Price in full, Sellers shall return to Buyer at Closing, as a donation by Sellers to the City, the amount the Purchase Price exceeds said sum.

  1. Title Commitment and Survey.


    1. Title Commitment. The City shall order from the Escrow Holder a preliminary title commitment (the “Title Commitment”) for the Property, together with legible copies of all plants and exceptions to the title referenced in the Title Commitment.


    1. Survey. Within ten (10) days of the Effective Date, Sellers shall deliver to the City a copy of any surveys made of the Property in the possession of Sellers, as well as any environmental or other reports, test data or studies relating specifically to the Property in Sellers’ possession. If Sellers know of any such surveys, studies or reports that are not in Sellers’ possession, Sellers shall notify the City of the existence of such reports. The City may obtain, at its expense, an ALTA survey of the Property. Any surveys provided Sellers or obtained by Buyer shall collectively be referred to as the “Survey.”


    1. Review of Title Commitment and Survey. Buyer shall have fifteen (15) days from the date of Buyer’s receipt of the Title Commitment and Survey, but in no event later than March 1, 2004 (the "Review Period"), to review any matters shown or referred to in the Title Commitment or Survey and to notify Seller in writing prior to the expiration of the Review Period, whether Buyer disapproves the Title Commitment. The failure to give notice within said Review Period shall be deemed to be approval by Buyer. Any exceptions or items which are set forth in the Title Commitment and/or Survey which Buyer fails to object to by notice to Sellers within the Review Period are permitted exceptions (the "Permitted Exceptions"). With regard to items Buyer objects to by written notice to Sellers, Sellers shall have ten (10) days from such notice to notify Buyer whether Sellers is willing and able to remove the objected-to items. Within five (5) days of any such notice by Sellers, Buyer shall elect whether to purchase the Property subject to the objected-to exceptions or to terminate this Agreement. On or before the Closing Date, Sellers shall remove all exceptions to which Buyer objects and which Seller agrees it is willing and able to remove.


  1. Leaseholds or Tenancies. Within 10 days after the Effective Date of this Agreement, Sellers shall deliver to the City a copy of any leases or rental agreement, together with all amendments and exhibits.


5. Deliveries to Escrow Holder.


5.1 By Sellers. On or before the Closing Date, Sellers shall deliver the following to the Escrow Holder:


5.1.1 Deeds. Statutory warranty deeds duly executed and acknowledged in recordable form by Sellers, conveying the Property to the City subject only to the Permitted Exceptions;


5.1.2 Non-foreign Certification. In compliance with the requirements of IRC §1445, a duly executed affidavit in the form required by that statute and related regulations certifying that Sellers are not foreign persons, trust, partnership, or corporation;


      1. Proof of Authority. Such documents as the City or the Escrow Holder may reasonably require to evi­dence the authority of Sellers to enter into this Agreement and consummate the transaction contemplated;


      1. Lien Affidavits. Any lien affidavits or mechanic's lien indemnifications as may be reasonably requested by the Escrow Holder in order to issue the title policy; and


      1. Escrow Instructions, Other Documents. Such other documents and funds, including (without limitation) escrow instructions, as are reasonably required of Sellers to close the sale in accordance with this Agreement.


5.2 By City. On or before the Closing Date, the City shall deliver the following to the Escrow Holder:


      1. Purchase Price. The purchase price in accordance with Section 2 of this Agreement.


      1. Proof of Authority. Such documents as Seller or the Escrow Holder may reasonably require to evidence the authority and authorization of the City to enter into this Agreement and consummate the transaction contemplated; and


5.2.3 Escrow Instructions, Other Documents. Such other documents and funds, including (without limitation) escrow instructions, as are reasonably required of the City to close the sale and purchase the Property in accordance with this Agreement.


6. Closing.


6.1 Closing Date. This transaction shall close on or before 1:00 p.m., Pacific Time, March 26, 2004. Closing shall occur at the office of Escrow Holder, at 000 XX Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx 00000. Notwithstanding the foregoing, at Sellers’ option, Seller may extend that Closing Date until the 15th day of each successive consecutive month thereafter by giving written notice to Buyer prior to the Closing Date or the extended Closing Date, provided that Closing shall occur no later than August 16, 2004. If the Closing Date, as extended, is a Saturday, Sunday, or legal holiday, such day will be deemed extended to the next following business day.


6.2 Costs. The City shall pay the cost of recording the deed; Sellers shall pay all other recording charges, if any. The City shall pay the premium for the title insurance policy and for all conveyance or excise taxes payable by reason of the purchase and sale of the Property. The City shall pay all escrow fees and costs. The City and Sellers shall each pay its own legal and professional fees of other consultants incurred by the City and Sellers, respectively. All expenses shall be paid by the City in accordance with the customary business practice for the sale of real property.


6.3 Title Insurance. At Closing the Seller shall provide and the City shall pay for an ALTA Standard Owner’s Title Insurance policy in the full amount of the purchase price of the Property, insuring fee simple title to the Property is vested in the City, subject only to the Permitted Exceptions.


  1. Conveyance. At Closing, Sellers shall execute, acknowledge, and deliver to the City Statutory Warranty Deeds conveying the Property to the City free and clear of all liens and encumbrances created or suffered by Sellers, subject only to the Permitted Exceptions.


  1. Possession. Sellers shall deliver exclusive possession of the Property to Buyer on the Closing Date.


9. Covenants of Sellers. Sellers covenant that, until this transaction is closed or escrow is terminated, whichever comes earlier, it shall:


9.1 Information. Provide to the City such information about the Property that the City may reasonably require and the Sellers possess.


9.2 Maintenance of Property. Maintain the Property in its existing condition and keep the City advised of any repair or improvement required to keep the Property in substantially the same condition as of the Effective Date of this Agreement.


    1. Property Taxes and Expenses. Regular real property taxes payable during the year in which Closing occurs and any rents or income applicable to the Property shall be prorated as of Closing.


    1. Property Insurance. Keep all existing insurance policies affecting the Property in full force and effect.


    1. Property Financing. Make all regular payments of interest and principal on any existing financing.


10. Sellers’ Representations and Warranties. Sellers hereby represent and warrant to the City the following matters, and acknowledges that they are material inducements to the City to enter into this Agreement. These representations and warranties shall survive the Closing Date for a period of six (6) months and thereafter shall cease and be of no further force and effect. Sellers represent and warrant to the City that the following matters are true and correct:


10.1 Authority. Sellers have full power and authority to enter into this Agreement (and the person(s) signing this Agreement for Sellers, if Seller is not an individual, have full power and authority to sign for Seller and to bind it to this Agreement) and to sell, transfer and convey all right, title, and interest in and to the Property in accordance with this Agreement. No further consent of any partner, shareholder, creditor, investor, judicial or administrative body, governmental authority, or other party is required.


10.2 Contracts, Leases, Options. Sellers have not entered into any other contracts for the sale of the Property, nor does there exist any rights of first refusal, options to purchase the Property, leases, licenses, easements, prescriptive rights, permits, or other agreements, written or oral, expressed or implied, which in any way affects or encumbers the Property or any portion thereof. Sellers have not sold, transferred, conveyed, or entered into any agreement regarding timber rights, mineral rights, water rights, air rights, or any other development or other rights or restrictions, relating to the Property, and to Sellers’ knowledge no such rights encumber the Property.


10.3 Possession. Seller will be able to deliver immediate and exclusive possession of the entire Property to the City at Date of Closing.


10.4 Breach of agreements. The execution of this Purchase and Sale Agreement will not constitute a breach or default under any agreement to which Seller is bound or to which the Property is subject.


10.5 Liens, Notices. There are no:


10.5.1 Private rights which will result in the creation of any liens upon the Property or any portion thereof,


10.5.2 Uncured notices which have been served upon Seller from any governmental agency, other than any by the City, notifying Seller of any violations of law, ordinance, rule or regulation which would affect the Property or any portion thereof; or


10.5.3 Actual or impending mechanic's liens, private liens, or any other liens against the Property or any portion thereof.


10.6 No Litigation. There is no suit, action, arbitration, legal, administrative, or other proceeding, claim or inquiry pending or threatened against the Property, or any portion thereof, or pending or threatened against Sellers which could affect Sellers’ title to the Property, or any portion thereof, affect the value of the Property or any portion thereof, or subject an owner of the Property, or any portion thereof, to liability.


    1. Bankruptcy proceedings. No attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other proceedings are pending or, to the best of Sellers’ knowledge, threatened against Sellers, nor are any such proceedings contemplated by Sellers.


    1. Changed conditions. If Sellers discover any information or facts that would materially change the foregoing warranties and representations, Sellers shall immediately give notice to the City of those facts and information. If any of the foregoing warranties and representations cease to be materially true before Closing, Sellers shall be obligated to use its best efforts to remedy the problem, at its sole expense, before Closing. If the material problem is not remedied before Closing, the City may elect to terminate this Agreement in which case the City shall have no obligation to purchase the Property and the Xxxxxxx Money Deposit shall be refunded to the City. The City's decision to terminate in this regard shall not constitute a waiver of the City's rights in regard to any loss or liability suffered as a result of a representation or warranty not being true, nor shall it constitute a waiver of any other remedies provided in this Agreement or by law or equity.


    1. No Representations or Warranties by Sellers. SELLERS ARE SELLING AND BUYER IS ACQUIRING THE PROPERTY AS IS, WHERE IS, WITH ALL FAULTS AND DEFECTS, WHETHER PATENT OR LATENT. EXCEPT AS SPECIFIED IN SECTIONS 10.1 THROUGH 10.8 ABOVE, SELLERS HAVE NOT MADE ANY OTHER REPRESENTATIONS, EXPRESS OR IMPLIED, REGARDING THE PROPERTY AND BUYER HAS NOT RELIED ON ANY. BUYER SHALL RELY UPON ITS OWN INSPECTION AND ITS OWN PROFESSIONAL ADVISORS IN ITS EXAMINATION OF THE PROPERTY AND ALL IMPROVEMENTS THEREON. BUYER HEREBY REPRESENTS, WARRANTS, AND COVENANTS TO SELLERS THAT, BUYER HAS CONDUCTED BUYER’S OWN INVESTIGATION OF THE PROPERTY AND THE PHYSICAL CONDITION THEREOF, INCLUDING, WITHOUT LIMITATION, ACCESSIBILITY AND LOCATION OF UTILITIES, USE OF HAZARDOUS MATERIALS ON, FROM, OR UNDER THE PROPERTY, EARTHQUAKE PREPAREDNESS OF THE PROPERTY, ALL MATTERS CONCERNING THE PROPERTY WITH RESPECT TO TAXES, ASSESSMENTS, INCOME AND EXPENSE DATA, BONDS, PERMISSIBLE USES, ZONING, COVENANTS, CONDITIONS AND RESTRICTIONS, AND OTHER MATTERS WHICH IN BUYER’S JUDGMENT ARE NECESSARY OR ADVISABLE OR MIGHT AFFECT OR INFLUENCE BUYER’S USE OF THE PROPERTY, OR BEAR UPON THE VALUE AND SUITABILITY OF THE PROPERTY FOR BUYER’S INTENDED PURPOSES, OR BUYER’S WILLINGNESS TO ENTER INTO THIS AGREEMENT. BUYER RECOGNIZES THAT SELLERS WOULD NOT SELL THE PROPERTY EXCEPT ON AN AS IS, WHERE IS BASIS, AND ACKNOWLEDGES THAT SELLERS HAS MADE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND IN CONNECTION WITH THE PROPERTY. BUYER ACKNOWLEDGES THAT ANY AND ALL INFORMATION, FEASIBILITY OR MARKETING REPORTS, ENVIRONMENTAL OR PHYSICAL CONDITION REPORTS, OR OTHER INFORMATION OF ANY TYPE THAT BUYER HAS RECEIVED OR MAY RECEIVE FROM SELLER OR SELLER’S AGENTS IS FURNISHED ON THE EXPRESS CONDITION THAT BUYER SHALL OR WOULD MAKE AN INDEPENDENT VERIFICATION OF THE ACCURACY OF ANY AND ALL SUCH INFORMATION, ALL SUCH INFORMATION BEING FURNISHED WITHOUT ANY WARRANTY WHATSOEVER. PURCHASER EXPRESSLY WAIVES ALL CLAIMS IT MAY HAVE AGAINST SELLER IN ANY WAY RELATING TO THE PROPERTY OR ITS CONDITION, WITH THE SOLE EXCEPTION OF BUYER’S CLAIMS UNDER SECTIONS 10.1 THROUGH 10.8 OF THIS AGREEMENT IN THE EVENT OF SELLER’S DEFAULT, AND THE STATUTORY SPECIAL WARRANTY DEED.


11. City's Representations and Warranties. In addition to any express agreements of the City contained here, the following constitute representations and warranties of the City to Sellers:


11.1 The City has the legal power, right, and authority to enter into this Agreement and the instruments referred to here and to consummate the transactions contemplated.


    1. All requisite action has been taken by the City in connection with entering into this Agreement and the instruments referred to here and the consummation of the transactions contemplated.


    1. The persons executing this Agreement and the instruments referred to here on behalf of the City have the legal power, right, and actual authority to bind the City to the terms and conditions of this Agreement.


  1. Further Actions of the City and Seller. The City and Sellers agree to execute all such instruments and documents and to take all actions pursuant to the provisions of this Agreement in order to consummate the purchase and sale contemplated and shall use their best efforts to accomplish Closing in accordance with the provisions here.


  1. Risk of Loss, Condemnation. Sellers shall bear the risk of all loss or damage to the Property from all causes, through the Closing Date. If, before the Closing Date all or part of the Property is damaged by fire or by any other cause of any nature or if all or any portion of the Property is taken by condemnation, or if any such condemnation is threatened, Sellers shall give the City written notice of such event. The City may terminate this Agreement by giving written notice to Sellers within 15 days following receipt by the City of written notice from Sellers of such casualty or condemnation and Seller will return to the City the escrow deposits and accrued interest.


  1. Legal and Equitable Enforcement of This Agreement.


    1. Default by Sellers. In the event Closing and the consummation of the transaction contemplated do not occur by reason of any default by Sellers, the City may be entitled to either of the following remedies, as its sole and exclusive remedy: to terminate this Agreement by written notice delivered to Seller at or prior to the Closing Date, whereupon the Xxxxxxx Money Deposit shall imme­diately be returned to Buyer, and to xxx for actual out of pocket expenses not to exceed the sum of fifty thousand dollars ($50,000), not including wages paid to Buyer’s employees for work performed relating to the acquisition; or to xxx for specific performance. In no event will Buyer be entitled to seek recovery of consequential or punitive damages against Sellers.


    1. Default by the City. The parties acknowledge that, if Buyer fails to purchase the Property in violation of this Agreement, the damages to Sellers would be extremely difficult and impracticable to ascertain, and that, in that event, the Xxxxxxx Money Deposit is a reasonable estimate of the damages to Sellers and not a penalty. Such damages include costs of negotiating and drafting this Agreement, costs of cooperating in satisfying conditions to Closing, costs of seeking another buyer upon Buyer's default, opportunity costs in keeping the Property out of the marketplace, and other costs incurred in connection herewith. Accordingly, the Xxxxxxx Money shall be the sole and exclusive remedy of Sellers, legal, equitable or otherwise, in the event of such a default. If Buyer fails, without legal excuse, to complete the purchase of the Property, or if Buyer defaults in the performance of its other obligations under this Agreement, the Xxxxxxx Money Deposit shall be forfeited to the Seller as the sole and exclusive remedy available to the Seller, and Buyer shall have no other or further obligation or liability under this Agreement to Seller on account of such failure. By initialing this provision in the spaces below, Seller and Buyer each specifically affirm their respective agreements contained in this paragraph.


_____________________ _______________________

BUYER'S INITIALS SELLERS’ INITIALS


  1. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the successors and assigns of Sellers and the City. The City may assign its interest in this Agreement and the Property to any person or entity, without the consent of Sellers. In the event that an assignee assumes the obligations of the City hereunder, then the City shall have no further liability with respect to this Agreement.


  1. Notices. All notices, demands, requests and other communications required or permitted hereunder shall be in writ­ing, and shall be deemed received on the earlier of three (3) days after being deposited in the United States mail, in registered or certified form, addressed to the addressee at the address set forth below or at such other address as such party may have specified theretofore by notice delivered in accordance with this Section, or upon actual receipt by the addressee including receipt of facsimile transmission:


To Sellers: Xxxxxxx and Xxxx Xxxxxxx To City: Portland Parks & Recreation 000 XX Xxxxxx Xx., No 14 Attn: Xxxxx Xxxxxxxx

Xxxxxxxx, XX 00000 0000 XX 0xx, Xxxxx 0000

Xxxxxxxx, XX 00000

Xxxxx Orkney Facsimile No.: (000) 000-0000

0000 XX Xxxxxxxxxx Xxxxxx

Xxxxxxxx, XX 00000


Xxxxxx X. Xxxx

Xxxx, Senders and Xxxxxxxxx, LLP

0000 XX 00xx Xxxxxx

Xxxxxxxx, XX 00000

Facsimile No.: 000-000-0000


The foregoing addresses may be changed by written notice, given in the same manner. Notice

given in a manner other than the manner set forth above shall be effective when received by the party for whom it is intended.


17. Broker Commission or Finders Fee. Upon the closing and the transfer of title Owners shall pay a real estate commission to Xxx XxXxxxx with GVA Xxxxxx Xxxxxxx as provided in a separate

agreement to which the City is not a party. Each party agrees to indemnify and hold the other party harmless from and against any and all claims or charges for brokerage commissions from any other person such that the party incurring any other brokerage fee or similar charge shall have the sole obligation to pay the same and hold the other party harmless.


18. Entire Agreement. This Agreement, including any exhibits attached to it, is the final expression of, and contains the entire agreement between, the parties with respect to the subject matter of the Agreement and supersedes all prior understandings with respect to it. This Agreement may not be modified or terminated, nor may any obligations under it be waived, except by written instrument signed by the party to be charged or by its agent duly authorized in writing or as otherwise expressly permitted here.


19. Waivers. No waiver of any breach of any covenant or provision contained here shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision here contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.


20. Severability. Each provision of this Agreement is severable from any and all other provisions of this Agreement. Should any provision of this Agreement be for any reason unenforceable, the balance shall nonetheless be of full force and effect.


21. Survival of Representations. The covenants, agreements, representations, and warranties made here shall survive Closing for a period of six (6) months and shall not merge into the deed and the recordation of it in the official records.


  1. Governing Law. The parties acknowledge that this Agreement has been negotiated and entered into in the state of Oregon. The parties expressly agree that this Agreement shall be governed by and interpreted in accordance with the laws of the state of Oregon.


  1. Time of Essence. Seller and the City hereby acknowledge and agree that time is of the essence with respect to every term, condition, obligation, and provision. This Agreement may be executed in two or more counterparts each of which shall constitute an original and all of which together shall constitute one and the same Agreement.


  1. Section 1031 Exchange. Each party agrees to cooperate with the other and/or the other's principals in effectuating a like-kind exchange under Section 1031 of the Internal Revenue Code. Each party shall execute such documents as may be necessary or appropriate to assist with a contemporaneous or deferred exchange arrangement requested by the other on the conditions that the non-requesting party shall have no liability whatsoever in connection with such exchange, the non-requesting party will not be required to incur any expense in connection therewith and that the requesting party indemnifies and holds the non-requesting party harmless from any such liability or expense, including all of the non-requesting party's costs and attorney fees related thereto.


25. 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, WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN ORS 30.930 IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF FIRE PROTECTION FOR STRUCTURES.


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the last date of signature below.


CITY: SELLERS:


____________________________________ ___________________________________

Xxx Xxxxxxxxxxx Xxxxxxx Xxxxxxx

Commissioner of Public Utilities

Date: ______________________________

Date: _______________________________

Approved as to Form: ___________________________________

Xxxx Xxxxxxx

___________________________________

Senior Deputy City Attorney Date: ______________________________



____________________________________

Xxxxx Orkney


Date: ______________________________


Attachments:

Exhibit A - Legal Description

Exhibit B – Parcel Map



State of Oregon )

) ss.

County of Multnomah )



On this day of _________________, 2004, before me _____________________________, the undersigned Notary Public in and for the state of Oregon, personally appeared Xxx Xxxxxxxxxxx personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as _________________________, on behalf of _____________________________, and acknowledged to me that this instrument was executed as its free and voluntary act and deed for the purposes therein mentioned, and on oath stated that he/she was authorized to so execute said instrument.


Signed:______________________________


Printed:______________________________

Notary Public in and for the State

of Oregon.

Residing at .

My commission expires .








State of Hawaii )

) ss.

County of Maui )


On this day of _________________, 2004, before me _______ , the undersigned Notary Public in and for the state of Hawaii, personally appeared Xxxxxxx Xxxxxxx personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as , on behalf of _____________________________, and acknowledged to me that this instrument was executed as its free and voluntary act and deed for the purposes therein mentioned, and on oath stated that he/she was authorized to so execute said instrument.


Signed: ______________________________


Printed:______________________________

Notary Public in and for the State

of Hawaii.

Residing at .

My commission expires .






State of Hawaii )

) ss.

County of Maui )


On this day of _________________, 2004, before me______________________________, the undersigned Notary Public in and for the state of Hawaii, personally appeared Xxxx Xxxxxxx personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as ______________________________, on behalf of _____________________________, and acknowledged to me that this instrument was executed as its free and voluntary act and deed for the purposes therein mentioned, and on oath stated that he/she was authorized to so execute said instrument.



Signed: ______________________________


Printed:______________________________

Notary Public in and for the State

of Hawaii.

Residing at .

My commission expires .














State of California )

) ss.

County of Riverside )


On this day of _________________, 2004, before me______________________________, the undersigned Notary Public in and for the state of California, personally appeared Xxxxx Orkney personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed the within instrument as ______________________________, on behalf of _____________________________, and acknowledged to me that this instrument was executed as its free and voluntary act and deed for the purposes therein mentioned, and on oath stated that he/she was authorized to so execute said instrument.



Signed:______________________________


Printed:______________________________

Notary Public in and for the State

of California.

Residing at .

My commission expires .



EXHIBIT A


LEGAL DESCRIPTION

 

PARCEL I:

Blocks 1, 2, 3, 5, 10, 11, 12, 13, 21 and 22; and Xxxx 0, 0, 0, 0 xxx 0, Xxxxx 4; and Xxxx 0, 0, 0 xxx 0, Xxxxx 6; and Xxxx 0, 0, 0 xxx 0, Xxxxx 9; and Lots 1 and 2, Block 20; and Xxxx 0, 0, 0, 0, 0 xxx 0, Xxxxx 23, all in PORTLAND CITY HOMESTEAD, in the City of Portland, County of Multnomah and State of Oregon.

PARCEL II:

Beginning at a point in the North line of the Xxxxx Xxxxxxxxxxx Donation Land Claim, which is North 87°07' West on the North line of said Xxxxxxxxxxx Donation Land Claim, 345 feet from the Southeast corner of the Xxxx Xxxxxx Donation Land Claim in Section 9, Township 1 South, Range 1 East, of the Willamette Meridian, in the City of Portland, County of Multnomah and State of Oregon; running thence from said point of beginning, North 87°07' West on the North line of said Xxxxxxxxxxx Donation Land Claim, 1177.23 feet, more or less, to the Southerly extension of the Xxxx xxxx xx XX 00xx Xxxxxx; thence North 2°42' East on the extension of and on the West line of SW 14th Avenue, 280.79 feet, more or less, to the South line xx Xxxxx 00, XXXXXXXX XXXX XXXXXXXXX; thence North 87°18' West on the South line of Blocks 11, 12 and 13, PORTLAND CITY HOMESTEAD, 535 feet, more or less, to the Easterly boundary line of SW Xxxxxxxxx Xxxxxxxxx, Xxxxxx Xxxx Xx. 0000; thence Southeasterly along said Easterly boundary line of S.W. Fairmount Boulevard, 2115 feet, more or less, to a point in the East line of SW Fairmount Boulevard, (said point being located as follows:  Beginning at an iron pipe at the Northeast corner of Xxxxxx'x Donation Land Claim; thence North 89°42'20" West along the North line of Xxxxxx'x Donation Land Claim, 13.87 feet to an intersection with the Easterly right of way line of said SW Fairmount Boulevard; thence along the Easterly right of way line of said SW Fairmount Boulevard in a Northerly direction on a curve to the left (radius 173.2 feet, central angle 55°53' and long chord bearing North 18°53'30" West) arc distance 168.93 feet to the end of the curve; thence continuing along the Easterly right of way line of said X.X. Xxxxxxxxx Xxxxxxxxx, Xxxxx 00x00' Xxxx 27.95 feet; thence continuing along the Easterly line of S.W. Fairmount Boulevard on a curve to the right, a distance of 50 feet (radius 65.6 feet, central angle 43°44' chord length 48.79 feet and bearing North 24°58' West), said point also being the Northwest corner of that certain tract sold by Multnomah County, Oregon, to Xxxx X. Xxxxxx and Xxxxxxxx X. Xxxxxx, husband and wife, by Contract recorded August 24, 1953, in PS Miscellaneous Book 305, page 527); thence along the Northerly line of said Xxxxxx Tract, East 107.71 feet to a point which is North 63°05' East 97.75 feet from a point of curve in the Easterly line of SW Fairmount Boulevard; thence continuing along the Northwesterly line of said Xxxxxx Tract, North 63°05' East 552.25 feet; thence continuing along the Northerly line of said Xxxxxx Tract, East 320 feet; thence continuing along the Northerly line of said Xxxxxx Tract, South 71°20' East 500 feet, more or less, to the Northeast corner of said Xxxxxx Tract, being a point in the West line of a certain 28 acre tract conveyed to the Journal Publishing Company, by Deed dated December 27, 1945, recorded in Deed Book 1000, page 525; thence North along the West line of said 28 acre tract, 990 feet, more or less, to place of beginning.

PARCEL III:

A portion of the Xxxx Xxxxxx Donation Land Claim in the Southwest one-quarter of Section 9, Township 1 South, Range 1 East, of the Willamette Meridian, in the City of Portland, County of Multnomah and State of Oregon, described as follows:

Beginning at a point of intersection of SW Graell Drive, as now laid out and established with the West line xx Xxxxx 00, XXXXXXXX XXXX XXXXXXXXX; thence South along the West line of said Block 13 to the Northerly line of SW Fairmount Boulevard, as now laid out and established; thence Westerly, Northwesterly and Northeasterly along the Northerly and Easterly lines of said SW Fairmount Boulevard to the place of beginning.      




EXHIBIT B

PARCEL MAP

(for illustration only)

























Xxxxxxx – Orkney Property

Map for Parcel Reference



Page 14 –Purchase and Sale Agreement – XXXXXXX –ORKNEY/City of Portland

March 2, 2004



Document Meta Data

Filed: December 29th, 2020