1

2 3' 4 5

JUN 18 2013
Marion County Circuit Court

IN THE CIRCUIT COURT OF THE STATE OF OREGON

6

FOR THE COUNTY OF MARION

7

CITY OF KEIZER, a municipal corporation,

8
Plaintiff,

No. a flO ~ COMPLAINT RAWLINS HOLDING COMPANY, INC., an Oregon corporation; RAWLINS INVESTMENT PROPERTIES L.L.C., an Oregon limited liability company; the UNKNOWN HEIRS of OTIS D. RAWLINS and LOENE E. RAWLINS, husband and wife, deceased; LORRAINE SCHULTZ; TIMOTHY R. RAWLINS and PETER R. RAWLINS, TRUSTEES OF THE RAWLINS FAMILY TRUST; NORTHWEST NATIONAL LLC, an Oregon limited liability company; and all other persons or parties unknown claiming any right, title, lien, or interest in the property described in the complaint herein Defendants. (Foreclosure of Local Improvement District Lien) NOT SUBJECT TO ARBITRATION Lien Amount: approximately $6,667,000

10 11 12 13 14 15 16 17 18 19 20 21 22 23 24, 25
Plaintiff City of Keizer alleges as follows:

PARTIES

1.
City of Keizer (the "City") is an existing municipal corporation duly formed under the laws
of the State of Oregon. 11

26

Defendant Rawlins Holding Company, Inc. ("Rawlins Holding") is an Oregon corporation.

K &L GATES LLP

Page 1- COMPLAINT
PO-355820 V4

222 SW COLUMBIA STREET SUITE ]400 PORTLAND, OR 97 20 16 6 3 2 TELEPHONE: (503) 228-3200

PAX: (503) 248.9085

1 2 3 4 5 6 7 8 9 10 11 12 13 14'. 15 16 17''. 18 19 20 21 22 23 24 25 26 known.

3. Defendant Rawlins Investment Properties L.L.C. ("Rawlins Investment") is an Oregon limited liability company. 4. The heirs of Otis D. Rawlins and Loene E. Rawlins, deceased (the "Rawlins Heirs"), are not 5. Defendants Lorraine Schultz ("Schultz") is an individual residing in the state of Oregon. 6. Defendants Timothy R. Rawlins and Peter R. Rawlins, in their capacity as Trustees (the "Rawlins Trustees") of the Rawlins Family Trust, are residents of the state of Oregon. 7. Defendant Northwest National LLC ("Northwest") is an Oregon limited liability company. 8. All other persons or parties unknown claiming any right, title, lien, or interest in the property described in the complaint herein are named as Defendants pursuant to ORCP 21 J. FACTS 9. In 2005, the City formed a local improvement district known as the "Keizer Station Area A Local Improvement District" (the "LID") pursuant to Resolution Nos. 2005-1593 and 2005-1594, duly adopted by the Keizer City Council. 10. Located within the LID are the parcels of real property described on Exhibit A attached hereto and known as Tax Lot 063W2504200 (the "4200 Property") and Exhibit B'attached hereto and known as Tax Lot 063W2504500 (the "4500 Property"; and together with the 4200 Property, the "Properties"). 11. Defendants Rawlins Holding and Rawlins Investment each own an undivided one-half interest in the Properties as tenants-in-common. 12. The City assessed the 4200 Property in the amount of $2,299,571.82 on January 31, 2008 (the "4200 Property Assessment").

K&L GATES LLP

Page . 2- COMPLAINT

222 SW COl-UM13IA STREET SUITE 1400 PORTLAM, OR 97201-6632 TELEPHONE: (503) 228-3200 PAN: (503) 249 -9085

13.

The City assessed the 4500 Property in the amount of $3,671,246.24 on January 31, 2008 (the "4500 Property Assessment"). 14.
4
5 6 7 8

Rawlins Holding and Rawlins Investment agreed to pay the 4200 Property Assessment in 42 semi-annual installments pursuant to an Installment Payment Contract dated February 19, 2008 (the "4200 Installment Contract"). 15. Rawlins Holding and Rawlins Investment agreed to pay the 4500 Property Assessment in 42 semi-annual installments pursuant to an Installment Payment Contract dated February 19, 2008 (the "4500 Installment Contract" and together with the 4200 Installment Contract, the "Installment Contracts"). 16. The Recorder of the City of Keizer (the "City Recorder") has prepared a list of all real property in the LID appearing on the tax rolls that are delinquent and have not been paid. According to the list prepared by the City Recorder, Rawlins Holding and Rawlins Investment have failed to pay the installments due under the Installment Contracts since August 21, 2010, and thus have refused to pay the installments under the Installment Contracts as contemplated by ORS 223.265. 17. The total amount owed to the City with respect to the 4200 Property Assessment, including interest and penalties, is $2,566,453.49 as of May 31, 2013, which amount includes principal in the amount of $2,179,095.39 (the "4200 Property Assessment Principal"), accrued unpaid interest in the amount of $327,149.61, late payment penalties in the amount of $59,272.72, real estate taxes paid by the City on the 4200 Property in the amount of $890.51 (the "4200 Property Tax Principal") together with interest accrued thereon in the amount of $45.26, plus additional interest accruing on the 4200 Property Assessment Principal and the 4200 Property Tax Principal at the rate of 5.76135% per annum from and after May 31, 2013 and costs of collecting the 4200 Property Assessment, including attorney fees (collectively, the "4200. Property Assessment Amount"). 18. The total amount owed to the City with'respect to the 4500 Property Assessment, including interest and penalties, is $4,100,435.46 as of May 31, 2013, which amount includes principal in the amount of $3,478,906.64 (the "4500 Property Assessment Principal"), accrued unpaid interest in the amount of $522291.48, late payment penalties in the amount of $94,637.68, real estate taxes paid by the City on the 4500 Property in the amount of $4,377.28 (the "4500 Property Tax Principal") together with interest accrued thereon in the amount of $222.48, plus additional interest accruing on the 4500 Property Assessment Principal and the 4500 Property Tax Principal at the rate of 5.76135% per annum from and after May 31, 2013 and costs of collecting the 4500 Property Assessment, including attorney fees (collectively, the "4500 Property Assessment Amount"). 19. Defendants the Rawlins Heirs have a record interest in the Properties by virtue of a Mortgage dated December 23, 1994 and recorded on December 30, 1994 with the Marion County
K&L GATES LLP
222 SW COLUMBIA STREET SUITE 1400 PORTLATND, OR 97201-6632 TELEPHONE: (503) 228-3200 FAX (503) 248-9085

a
ID]

11 12 13 14 15 16 17 18 19 20 21

22
23 24

25 26

Page 3- COMPLAINT

Recorder at Reel 1213, Page 454. 2'. 3 4 5 6 7 Defendant Schultz has a record interest in the Properties by virtue of an indenture of Mortgage dated March 15, 1996 and recorded on March 18, 1996 with the Marion County Recorder at Reel 1297, Page 449. 22. Defendant Northwest may have an interest in the Properties by virtue of a Ground Lease dated October 1, 2005, among Northwest, Rawlins Holding and Rawlins Investment. 23. As provided by ORS 223.230(3), the lien of the City for unpaid assessments is paramount and prior to any interest of the Defendants in the Properties. 20. Defendants the Rawlins Trustees have a record interest in the Properties by virtue of a Trust Deed dated August 19, 1998 and recorded on January 20, 1999 with the Marion County Recorder at Reel 1560, Page 40. 21.

9 10 11 12 13 14

FIRST CLAIM FOR RELIEF (Foreclosure of the 4200 Property) 24.

The City realleges and incorporates by reference the allegations of paragraphs 1 - 23 above. 25. The City is entitled to a judgment declaring the City's interest in the 4200 Property to be superior to that of the Defendants and foreclosing the City's interest in the 4200 Property. 26. The City is entitled to a judgment in the amount of the 4200 Property Assessment Amount, together with penalties equal to 0.5% of the 4200 Property Assessment Amount as provided in the 4200 Installment Contract interest on the 4200 Property Assessment Principal and the 4200 Property Tax Principal at the rate of 5,76135% per annum from May 31, 2013 to the date of judgment, and any accruing interest from the date of judgment at the legal rate of nine percent (9%) per annum as provided by ORS 82.010, plus the City's attorneys' fees as provided in ORS 223.615 and the 4200 Installment Contract.

15 16
17 18 19 20 21 22 23 24 25 26

SECOND CLAIM FOR RELIEF (Foreclosure of the 4500 Property) 27.

The City realleges and incorporates by reference the allegations of paragraphs 1 - 23 above.

Page 4- COMPLAINT

K&L GATES LLP 222 3W COLUMBIA STREET SUITE 1400 PORTLAND, OR 97201-6632 TELEPHONE: (503) 220.3200
FAX (503) 248-9065

28. 2 3 4 5 6 7 The City is entitled to a judgment declaring the City's interest in the 4500 Property to be superior to that of the Defendants and foreclosing the City's interest in the 4500 Property. 29. The City is entitled to a judgment in the amount of the 4500 Property Assessment Amount, together with penalties equal to 0.5% of the 4500 Property Assessment Amount as provided in the 4500 Installment Contract interest on the 4500 Property Assessment Principal and the 4500 Property Tax Principal at the rate of 5.76135% per annum from May 31, 2013 to the date of judgment, and any accruing interest from the date of judgment at the legal rate of nine percent (9%) per annum as provided by ORS 82.010, plus the City's attorneys' fees as provided in ORS 223.615 and the 4500 Installment Contract.

0 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26

PRAYER FOR RELIEF

WHEREFORE, Plaintiff City of Keizer prays for relief against the Defendants as follows: 1. With respect to its First Claim for Relief A. For ajudgment that the 4200 Property Assessment Amount, together with interest, penalties and attorneys' fees, is a first lien on the 4200 Property; B. For judgment of foreclosure and decree against the Defendants, ordering that each of them, and all persons claiming through or under them, either as purchasers, encumbrances, or otherwise be foreclosed of all interest or claim in the 4200 Property except to the extent of the statutory right of redemption any of them may have in the 4200 Property; C. For a judgment and decree that the 4200 Property be sold at a foreclosure sale by the.Marion County Sheriff following advertisement and notice as required by law; D. That the City shall be permitted to appear and credit bid all or a portion of the amount of its judgment at the execution sale of the 4200 Property; E. Requiring that the Marion County Sheriff issue a sheriffs certificate of sale or equivalent covering the 4200 Property subject only to the right of redemption in the Property as provided by ORS 223.593; F. That the purchaser at the execution sale be entitled to such remedies as are available at law to secure such purchaser's position as owner of the 4200 Property, including a writ of assistance, if the Defendants or any other parties or persons refuse to immediately surrender possession to such purchaser; and Such other and further relief as the Court shall deem equitable. G. With respect to its Second Claim for Relief: A.For a judgment that the 4500 Property Assessment Ar ount, together with interest, penalties and attorneys' fees, is a first lien on the 4500 Property; B. For judgment of foreclosure and decree against the Defendants, ordering that each of them, and all persons claiming through or under them, either as purchasers, encumbrances, or otherwise be foreclosed of all interest or claim in the 4500 Property except to the extent of the statutory right of redemption any of them may have in the 4500 Property;
K&L GATES LLB'
222 SW COLUMBIA STREET SUITE 1400 PORTLAND, OR 97201-6632 TELEPHONE: (503) 228-3200 PAX :(503)248-9085

2.

Page 5- COMPLAINT

2 3 0 5 6 7 8

For a judgment and decree that the 4500 Property be sold at a foreclosure C. sale by the Marion County Sheriff following advertisement and notice as required by law; That the City shall be permitted to appear and credit bid all or a portion of the D. amount of its judgment at the execution sale of the 4500 Property; Requiring that the Marion County Sheriff issue a sheriff's certificate of sale E. or equivalent covering the 4500 Property subject only to the right of redemption in the Property as provided by ORS 223.593; That the purchaser at the execution sale be entitled to such remedies as are F. available at law to secure such purchaser's position as owner of the 4500 Property, including a writ of assistance, if the Defendants or any other parties or persons refuse to immediately surrender possession to such purchaser; and Such other and further relief as the Court shall deem equitable. G.

k
DATED this day of June, 2013. K&L GATES LLP
II

9
10 11

12 13 14

R. Gibson -M sters; OS15156

Email: ,gib.ma.sters ~ a,klg_ates.com 7 Philip S. Van Der Weele, OSB #863650 Email: phil.vanderweeleOklaates.com Attorneys for Plaintiff

15
Trial Attorney: Philip Van Der Weele

16
17 18 19 20 21 22 23 24 25

26

K&L GATES LLP

222 SW COLUMBIA STREET

Page 6- COMPLAINT

SUITE 1400 PORTLAN12, OR 97201-6632 TELCPHONE: (503) 228-3200 9AX: (503) 248-9085

Order No. FT130041781-FTMWV23

LEGAL DESCRIPTION
Beginning at the Southwest corner of that tract of land conveyed by Deed recorded in Volume 73, Page 128, of Marion County Deed Records and being 994.69 feet South 8935' East along the Section line from the South one quarter corner of Section 25, Township 6 South, Range 3 West, Willamette Meridian, Marion County, Oregon; thence North 89 35' West along said Section line, 328.99 feet to the East line of that property described in that Deed to the United States of America and recorded in Volume 445, Page 668, of Marion County Deed Records; thence North 00 2141" West along said East line 846.81 feet to a point; thence North 8950'15" East a distance of 328.99 feet to a point being North from the point of beginning; thence South 0021'41" East 850.14 feet, more or less, to the point of beginning.

FDOR0249.rdw

Combination Form Guarantee Oregon Title Insurance Rating Organization (OTIRO) OTIRO No. G-01

Order No. FT130041780-FTMWV23

LEGAL DESCRIPTION
Commencing at the Southwest corner of that tract of land conveyed by Deed recorded in Volume 73, Page 128, of Marion County Deed Records and being 994.69 feet South 8935' East along the Section line from the South one quarter corner of Section 25, Township 6 South, Range 3 West, Willamette Meridian, Marion County, Oregon; thence North 89 35' West along said Section line, 328.99 feet to the East line of that property described in that Deed to the United States of America and recorded in Volume 445, Page 668, of Marion County Deed Records; thence North 00 2141" West along said East line 846.81 feet to the True Point of Beginning of the parcel herein described; thence South 8950'15" West along the North line of said last mentioned property and that property described in that Deed to the United States of America and recorded in Volume 357, Page 526, of Marion County Deed Records, 1150.00 feet to the East right-of-way line of the Oregon Electric Railroad; thence North 0012'22" West along said East right-of-way line 210.82 feet; thence South 8941'54" East 323.60 feet; thence North 7837'18" East 274.91 feet; thence North 7717'41" East 163.19 feet; thence North 8013'23" East 445.82 feet; thence North 7803'09" East 271.67 feet; thence North 80 52'31" East 19.82 feet; thence South 00 2141" East 430.21 feet to a point being North 895015" East from the True Point of Beginning; thence South 8950'15" West a distance of 328.99 feet, more or less, to the True Point of Beginning.

4.

FDOR0249.rdw

Combination Form Guarantee Oregon Title Insurance Rating Organization (OTIRO) OTIRO No. G-01