Community Partners For Affordable Housing ~ AG223001 DEVELOPMENT ASSISTANCE AND LOAN AGREEMENT
1-1
THIS LOAN AGREEMENT("Loan Agreement") is made this J— day of October 2021
by and between Community Partners for Affordable Housing, an Oregon nonprofit corporation,("Borrower")
and the Town Center Development Agency, an ORS Chapter 457 urban renewal agency("Lender").
RECITALS
A. Borrower desires to acquire that certain property located at Lot 1 of 11655 SW Pacific Highway in Tigard,
Oregon legally described in Exhibit A(the "Land").
B. This loan (the "Loan")shall be used for the acquisition of the Land, upon which shall be developed a
four-story, approximately 47,000 square foot building with 42 units of affordable housing.
C. Lender intends to lend$500,000.00 to Borrower,with a loan term of five years and the potential for
loan forgiveness, provided certain terms are met.The Loan, defined below,shall be used to assist
Borrower to acquire the Land. Lender has a strong interest in the design and continued use of the
Project, defined below.Therefore, Lender's decision to make the Loan is premised on the agreement of
Borrower to comply with both the payment and the nonpayment terms of this Loan Agreement.
D. The Loan will be evidenced by a Promissory Note (the"Note") and will be secured by a second deed of
trust (the "Deed of Trust")subordinate only to the first deed of trust that secures a loan from
Borrower's Primary Lender,defined below.The Deed of Trust shall cover the Land.
E. The completion of the Project according to the terms of this Loan Agreement, including the Site Plan
(defined below)and the Schedule of Performance (defined below), is a material inducement to Lender
to enter into this Loan Agreement.
NOW,THEREFORE,the parties agree as follows:
AGREEMENT
1. DEFINITIONS
Certificate of Occupancy means the Certificate of Occupancy issued for the Project by the City of Tigard
Community Development Department.
City means the City of Tigard, a municipal corporation of the State of Oregon. -
Closing means the escrow event whereby,among other things,the proceeds of the Loan are
disbursed by Lender to Borrower and applied by Borrower to the purchase price of the Land.The parties
anticipate that Closing will occur on or before October 11, 2021.
Page 1 Loan Agreement
Fiscal Year means the period beginning on the first day of July of each year and ending on the last day of
June of the subsequent year.
Loan means the acquisition loan from Lender described in this Loan Agreement.
Loan Document means this Loan Agreement,the Note,the Trust Deed or any other agreement
executed by Borrower and Lender in connection with the Loan (collectively"the Loan Documents).
Note means that certain promissory note of even date herewith executed by Borrower in favor of
Lender and evidencing the Loan.
OHCS means the State of Oregon acting by and through its Housing and Community Services
Department.
Permitted Exception means a title exception not objected to and expressly permitted by Lender.
Primary Lender means Walter Aman, an individual.
Project means the means the Land,together with the improvements to be constructed on the Property
as contemplated in this Loan Agreement.
Project Operating Budget means the project operating budget approved by Lender, attached hereto as
Exhibit B, as the same may be revised from time to time.
Project Property means the Land and any improvements on the Land.
Project Schedule means the schedule set forth in Exhibit C, showing completion of milestones in the
construction of the Project.
Site Plan means the Proposed Site Plan, attached hereto as Exhibit D, as the same may be revised from
time to time.
Sources and Uses of Funding Budget means the amounts and sources of all funding for the
development of the Project and the construction loan budget approved by Lender in writing, attached hereto as
Exhibit E, as the same may be revised from time to time.
Trust Deed means that certain trust deed, security agreement,fixture filing, and assignment of
leases of rents of even date herewith executed by Borrower, as Grantor, in favor of Lender, as
Beneficiary, encumbering the Project and securing the Loan.
2. REPRESENTATIONS,WARRANTIES,AND COVENANTS OF BORROWER
To induce Lender to enter into this Loan Agreement and to make the Loan provided for in this Loan
Agreement, at all times during the term of this Loan Agreement, and until all amounts and obligations owing
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hereunder and under any other Loan Document shall have been paid and performed Borrower represents,
warrants, and covenants as follows:
2.1 Existence. Borrower is a nonprofit corporation, duly organized and validly existing under the laws of
the State of Oregon. Borrower shall keep in force all licenses and permits necessary to the proper conduct of its
ownership and operation of the Project.
2.2 Organization Documents. Borrower has provided Lender true, correct, and complete copies of
Borrower's organization documents, consisting of(i)Articles of Incorporation filed September 25, 1993, as
amended, and (ii)verification of tax exempt status.
2.3 Authority. Borrower has full power and authority to conduct all of the activities that are now
conducted by it or proposed to be conducted by it in connection with the Project and as contemplated by this
Loan Agreement,to execute, deliver, and perform this Loan Agreement,the Note,the Deed of Trust,the
environmental indemnity required by Section 4.14, and all of the other loan documents that Borrower is
required to execute, deliver, and perform by the terms of this Loan Agreement.The resolutions of Borrower
submitted to Lender authorizing the borrowing contemplated herein and listing the individuals authorized to act
on behalf of Borrower are in full force and effect as of the date hereof. Borrower will execute and deliver the
Loan Documents promptly when required and will perform and discharge each and every covenant and
obligation of Borrower contained in this Loan Agreement and the other Loan Documents in good faith and with
due diligence.
2.4.Title. Borrower owns and holds (or will own and hold, immediately following Closing) good and
marketable fee simple title to the Land. Borrower has provided to Lender a preliminary title report issued by
First American Title Company with a legal description in a form approved by Lender.
2.5 Deed of Trust.The Loan shall be subordinate only to the first deed of trust that secures a loan from the
Primary Lender.
2.6 Financial Statements.
a. Current Statements. Prior to Lender's transfer of any Loan funds to Borrower, Borrower shall
furnish current financial statements to Lender, prepared in accordance with generally accepted accounting
principles, which are hereby represented and warranted to be true and complete as of their date and to fairly
represent the respective financial conditions of Borrower, and Lender can rely on such financial statements in
agreeing to advance funds hereunder.There has been no material adverse change in the financial condition of
Borrower from that shown in such financial statements. Borrower agrees at all times to keep Lender fully
informed of the status and financial condition of Borrower and will disclose to Lender all material facts
necessary to make all previous disclosures not misleading. Lender shall have full and complete access at all times
to Borrower's current financial records.
b. Ongoing Statements. Borrower will furnish to Lender throughout the term of
the Loan (i) annual CPA-prepared financial statements for Borrower, delivered to Lender within one hundred
eighty(180) days of the end of such entity's fiscal year, and (ii) an updated schedule of real estate owned.
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2.7 Liabilities; Litigation. Borrower has no direct or contingent liabilities involving significant
amounts known to Borrower and not previously disclosed to Lender in writing.There is no litigation,
prosecution, investigation, or proceeding of any nature whatsoever now pending or to the best of Borrower's
knowledge threatened against Borrower.
2.8 Binding Obligations.This Loan Agreement and the other Loan Documents when executed
by Borrower and delivered to Lender will be the valid and binding obligations of Borrower, enforceable in
accordance with their terms except as the same may be limited by bankruptcy, insolvency, reorganization, or
similar laws or general principles of equity affecting creditors' rights generally.
2.9 Effect of Loan Documents.The execution, delivery, and performance of this Loan Agreement,
the execution and payment of the Note,the granting of the Deed of Trust, and the execution of, and granting of
security interests under, any of the other Loan Documents will not constitute a breach or default under any
other agreement to which Borrower is a party or may be bound or affected, or a violation of any law, regulation,
or court order that may affect Borrower,the collateral described in the Trust Deed, or the use thereof.
2.10 Soils and Geology.To the best of Borrower's knowledge, the Land has suitable soils and geology
for the Project and is not within a flood plain or other extra hazardous area for purposes of insurance.
2.11 Non-Foreign Person Status. Borrower is not a "foreign person" within the meaning of
Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended.
2.12 Use of Loan Proceeds;Schedule of Performance. Borrower will use the Loan proceeds only for
the acquisition of the Land. Borrower will use all reasonable efforts to complete construction of the Project in
accordance with the Project Schedule, including without limitation taking all required actions to (i) complete
design of the Project, (ii) obtain all permits, approvals, and authorizations necessary to construct and operate
the Project, and (iii) obtain sufficient financing for the construction and/or permanent ownership of the Project.
2.13 Performance by Borrower. Borrower will punctually and promptly pay when due the
principal of, and all interest on,the indebtedness evidenced by the Note and all other charges, fees, and sums
that may become due under the Loan Documents. Borrower will take all actions and do all things necessary to
cause each and every covenant, warranty, condition, agreement, obligation, and/or requirement contained in
this Loan Agreement and the other Loan Documents to be fully and faithfully performed and satisfied in
accordance with the terms thereof.
2.14 Status Reports. If requested by Lender, Borrower will furnish a status report to Lender, updating
the Project Schedule and describing progress made since the previous update. The status report shall be
delivered to Lender within fifteen (15) days of request.
2.15 [Reserved.]
2.16 Subordinate Liens. Borrower will not cause or allow the Project Property or any part thereof to
be subject to any lien or encumbrance relating to financing subordinate to the Loan contemplated by this Loan
Agreement,without the prior written consent of Lender, except for a potential future predevelopment loan to
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complete the predevelopment activities of the Project. Notwithstanding the above, Lender will promptly
execute instruments as necessary to subordinate this loan to Borrower's loan from the Primary Lender.
2.17 Development Issues. Borrower is aware of no identifiable issue(s)that would preclude
development of the Project or Borrower's obtaining sufficient financing for the construction or permanent
ownership of the Project within the time frames set forth on the Project Schedule.
2.18 Changed Circumstances. At all times during the Loan term, Borrower will promptly notify Lender
in writing if for any reason any of the foregoing representations or warranties becomes untrue in any material
respect, or if Borrower is unable for any reason to comply in any material respect with any of the foregoing
covenants.
2.19 Compliance with Laws and Use Restrictions. Borrower will comply with, or cause the Project to
comply with, all laws, ordinances, statutes, rules, regulations, orders, injunctions, or decrees of any government
agency or instrumentality applicable to Borrower,the Project, or the operation thereof, including (a) all
applicable health and safety, environmental, and zoning laws, (b) all requirements under Section 42 of the
Internal Revenue Code and the regulations promulgated thereunder, and (c) all restrictions on the use,
occupancy or operation of the Project otherwise required by Lender.
2.20. Other Obligations. Borrower will pay and discharge, before the same shall become delinquent,
all indebtedness,taxes, and other obligations for which it is liable or to which its income or property is subject
and all claims for labor and materials or supplies which, if unpaid, might become by law a lien (other than a
Permitted Exception) upon the collateral described in the Trust Deed, except any thereof whose validity or
amount is being contested in good faith by Borrower in appropriate proceedings. If Borrower fails to discharge
any such claim or lien, within 90 days after receipt of notice of same, Lender may, in its sole discretion and
without waiving the default, pay the same, which payment shall, at Lender's option, be added to the amount
outstanding under the Note.
2.21 Indemnity. Borrower shall indemnify and hold Lender, its employees and agents harmless from
and against any and all liabilities, claims, losses, damages, or expenses (including attorney fees and title costs
and expenses)which any of them may suffer or incur in connection with (a)the inaccuracy of any of the
representations and warranties made herein, (b) any transaction contemplated by this Loan Agreement or any
other Loan Document, and (c) the construction or operation of the Project, except to the extent such liabilities,
claims, losses, damages, or expenses arise solely from the gross negligence or willful misconduct of Lender.
2.22 Additional Payments;Additional Acts. From time to time, Borrower will execute and deliver all
such instruments, provide such additional information, and perform all such other acts as Lender may
reasonably request to carry out the transactions contemplated by the Loan Documents.
2.23 Transfer of Beneficial Interest. At all times during the term of this Loan Agreement and until all
amounts and obligations owing hereunder and under any other Loan Document shall have been paid and
performed in full, Borrower will not, directly or indirectly, without the prior written consent of Lender, sell or
transfer any beneficial interest in Borrower in violation of the terms of the Note, or change or permit a material
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change in Borrower's structure, except as permitted by the Trust Deed, or as contemplated in the formation of a
limited partnership for tax credit purposes.
3. LOAN GENERALLY
3.1 Lender Loan. On the terms and conditions of this Loan Agreement, Lender agrees to make an
acquisition loan to Borrower in the principal amount of$500,000.00 ("Loan Amount"). Unless otherwise
mutually agreed to by the parties, the Loan amount shall be delivered to Borrower at Closing. The Loan is
evidenced by and repayable with interest in accordance with this Loan Agreement and the Note and is secured
by the Trust Deed.All payments and prepayments of principal and interest on the Loan and all other amounts
payable hereunder or under the Trust Deed by Borrower to Lender shall be made to:
City of Tigard
Attn: Finance Director
13125 SW Hall Blvd.
Tigard, OR 97223
or at such other address as Lender may specify in writing.
4. CONDITIONS PRECEDENT TO FUNDING
Prior to disbursement of the Loan proceeds to Borrower at Closing,the following conditions must be
satisfied:
4.1 Title Policy. Receipt by Lender of advice from First American Title Insurance Company that it is
ready, able, and willing to issue to Lender a standard mortgagee's title insurance policy, in such form and with
such endorsements as may be required by Lender, insuring that the Deed of Trust is and will continue to be an
encumbrance against the Land, and securing a debt of$500,000.00, in such inferior lien position as Lender may
approve, except real property taxes and assessments not yet due.
4.2 Execution of Documents. Execution by Borrower and Lender of this Loan Agreement and all
other Loan Documents requiring Borrower's signature and,where appropriate, acknowledgment of the Loan
Documents.
4.3. Liability Insurance. Receipt by Lender of satisfactory evidence that Borrower has obtained
commercial general liability insurance coverage in a minimum amount of$1,000,000.00/per occurrence -
$2,000,000.00 aggregate.
4.4 [Reserved.]
4.5 Project Funding Sources. Receipt by Lender of evidence that Borrower has equity sufficient to
fully cover all acquisition fees and expenses and that any additional funding source is subordinate and
acceptable to Lender.
4.6 Lender Fees. Receipt by Lender of all expenses payable by Borrower.
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4.7 Appraisal. Receipt by Lender of an appraisal report on the Project Property in form and
substance acceptable to Lender.
4.8 Environmental Indemnity. Borrower will hold Lender and its directors, officers, employees,
agents, successors, and assigns harmless from,will indemnify them for, and will defend them against any and all
losses, damages, liens, costs, expenses, and liabilities directly or indirectly arising out of or attributable to any
violation of any Environmental law or the use,generation, manufacture, production, storage, release,
threatened release, discharge, disposal, or presence of a Hazardous Substance on, under, or about the Land,
including without limitation the costs of any required repair, cleanup, containment, or detoxification of the
Land, the preparation and implementation of any closure, remedial, or other required plans, attorney fees and
costs (including but not limited to those incurred in any proceeding and in any review or appeal),fees, penalties,
and fines.
a. For purposes of this section, "Environmental Law" means any federal, state, or local law,
statute, ordinance, or regulation pertaining to Hazardous Substances (as defined below), health, industrial
hygiene, or environmental conditions, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 (CERCLA), as amended (42 USC§§9601-9675), and the Resource
Conservation and Recovery Act of 1976 (RCRA), as amended (42 USC§§ 6901-6992k).
b. For purposes of this section, "Hazardous Substance" includes without limitation any material,
substance, or waste that is or becomes regulated or that is or becomes classified as hazardous, dangerous, or
toxic under any federal, state, or local statute, ordinance, rule, regulation, or law.
4.9 Organization Documents. Receipt by Lender of copies of Borrower's Organization Documents in
effect as of the date hereof.
4.10 Resolutions. Receipt by Lender of complete copies of resolutions of Borrower authorizing the
Loan contemplated herein and listing the individuals authorized to act on behalf of Borrower.
4.11 Tax-Exempt Status. Receipt by Lender of a determination letter from the Internal Revenue
Service, in full force and effect as of the date hereof, determining that Borrower or its sole member is a tax-
exempt organization under Section 501(c)(3) of the Internal Revenue Code.
4.12 Property Taxes. Evidence that any and all real estate taxes, special assessments, and liens that
are due and payable with respect to the Project Property at the time of funding shall be paid in full prior to any
disbursement of Loan proceeds, unless otherwise agreed in writing between Lender and Borrower.
S. ACQUISITION LOAN
5.1 Loan and Term. Lender agrees, on the terms and conditions of this Loan Agreement and upon
satisfaction of all conditions precedent, to disburse the Loan Amount to Borrower.
5.2 Repayment of Principal. Borrower shall repay the principal and any accrued interest to Lender
at the end of five years following the date of the Note, as may be extended according to the terms of the Note.
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5.3 Interest. During the five-year period, as provided by the Note, simple interest shall accrue at
the rate of two (2) percent per year on the outstanding balance of the Loan.Thereafter, amounts past due shall
bear interest at three (3) percent per year.
5.4 Disbursements. The proceeds of the Loan shall be disbursed at Closing and shall be used only as
partial payment for the Land.
5.5 Covenants of Borrower. Borrower covenants as follows with respect to the construction of the
Project, unless Lender has waived compliance in writing:
All funds disbursed hereunder shall be used by Borrower for the acquisition of the Land. Borrower shall
not lend or otherwise make available all or any part of the Loan proceeds to any person or entity
without the prior written consent of Lender.
6. [Reserved.]
7. AFFORDABLE HOUSING
7.1 Restrictions.The Project shall be subject to rental restrictions established by OHCS.
7.2 Loan Forgiveness. If Borrower enters into a construction contract for the construction of the
Project and enters into a Low-Income Housing Tax Credit Reservation and Extended Use Agreement with OHCS
affecting the Project, Lender will convert the Loan to a grant from the Lender to Borrower, in which event no
payment of interest or principal shall be required.
8. EVENTS OF DEFAULT
The occurrence of any one or more of the following shall be an event of default("Event of Default")
under this Loan Agreement and the other Loan Documents:
8.1 Failure to Disclose Material Facts. Borrower deliberately fails to disclose any fact material to the
making of any loan to Borrower, or upon discovery by Lender of any misrepresentation by, or on behalf of, or for
the benefit of Borrower.
8.2 Failure to Comply with Project Schedule. Borrower fails in any material respect, in the
reasonable determination of Lender,to comply with the Project Schedule, which failure is not caused in whole
or in part by any event within the Borrowers reasonable control, including without limitation failure to obtain
sufficient financing for the construction and/or permanent ownership of the Project within the time set forth in
the Project Schedule, and such failure is not remedied by Borrower within thirty (30) days after written notice
from Lender describing the non-compliance, or such longer period as may be required, to address a delay which
cannot be cured within 30 days, as long as borrower is diligently pursuing said cure. The Project Schedule may
be updated from time to time as agreed upon by Lender and Borrower.
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8.3 [Reserved.]
8.4 Non-Payment. Borrower fails to pay any installment of principal or interest on the Note or any
other sum due under the Loan Documents when due, subject to any applicable notice and cure period contained
in the Note or the other Loan Documents.
8.5 Non-Compliance with Governmental Regulations. Borrower fails to show evidence of full or
substantial compliance with any lawful, material requirement of any governmental authority having jurisdiction
over the Project or the Project Property within thirty days after notice in writing of such requirement is given to
Borrower by Lender or, if such compliance cannot be completed within such thirty (30)-day period through the
exercise of reasonable diligence,the failure by Borrower to commence the required compliance within such
thirty(30)-day period and thereafter to continue such compliance with diligence to completion.
8.6 Untruth of Representations and Warranties. Any representation or warranty of Borrower in any
of the Loan Documents, or in any certificate, agreement, instrument, or other document made or delivered
pursuant to or in connection with any of the Loan Documents proves to have been untrue or incorrect in any
material respect when made.
8.7 Seizure of Collateral. All or any material portion of the Project Property is lawfully condemned,
seized, or appropriated by any governmental agency.
8.8 Changed Financial Condition.There is a material adverse change in the financial condition of
Borrower from the financial condition of such entity or person as of the date hereof, and Borrower fails to
present evidence reasonably satisfactory to Lender that such condition has been remedied within thirty(30)
days after written notice by Lender to Borrower.
8.9 Bankruptcy and Related Matters. Borrower: (i)files a voluntary petition in bankruptcy, or such
petition is filed against such person or entity and is not dismissed within sixty(90) days after filing; (ii) files any
petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment,
liquidation, dissolution, or similar relief for itself under any present or future federal, state, or other statute, law,
or regulation relating to bankruptcy, insolvency, or other relief for debtors; or(iii) seeks or consents to or
acquiesces in the appointment of any trustee, receiver, or liquidator of Borrower or of ail or any part of the
Project or the Project Property, or of any or all of the royalties, revenues, rents, issues, or profits thereof, or
makes any general assignment for the benefit of creditors, or admits in writing its inability to pay its debts
generally as they become due.
8.10 Reorganization or Dissolution.A court of competent jurisdiction enters an order,judgment, or
decree approving a petition filed against Borrower seeking any reorganization, dissolution, or similar relief under
any present or future federal, state, or other statute, law, or regulation relating to bankruptcy, insolvency, or
other relief for debtors, and such order,judgment, or decree remains in effect for an aggregate of sixty (60) days
(whether or not consecutive) from the first date of entry thereof, or any trustee, receiver, or liquidator of
Borrower or of all or any part of the Project or the Project Property, or of any or all of the royalties, revenues,
rents, issues, or profits thereof, is appointed without the consent or acquiescence of Borrower and such
appointment remains in effect for an aggregate of sixty(60) days (whether or not consecutive).
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8.11 Attachment. A writ of execution or attachment or any similar process is issued or levied against
all or any part of or interest in the Project or the Project Property, or any judgment involving monetary damages
is entered against Borrower that becomes a lien on the Project or the Project Property or any portion thereof or
interest therein, and such execution, attachment, or similar process or judgment is not released, bonded,
satisfied,vacated, or stayed within sixty (90) days after its entry or levy.
8.12 Transfer.Any transfer of all or any part of the Project or the Project Property without the prior
written consent of Lender, or any transfer of a majority ownership interest in Borrower without the prior written
consent of Lender, all as more particularly set forth in the Note, unless as contemplated in the creation of a
limited partnership for tax credit purposes.
8.13 Other Material Breach. Borrower otherwise materially breaches any term, covenant, condition,
provision, representation, or warranty of Borrower under this Loan Agreement or the other Loan Documents
and fails to cure such breach within thirty(30) days after notice in writing of such breach is given to Borrower by
Lender or, if such breach cannot be cured within such thirty(30)-day period through the exercise of reasonable
diligence, the failure by Borrower to commence the required cure within such thirty(30)-day period and
thereafter to continue such cure with diligence to completion.
9. RIGHTS AND REMEDIES ON DEFAULT
Upon the occurrence of an Event of Default and at any time thereafter, Lender may, at its option,
exercise any one or more of the following rights and remedies:
9.1 During Construction.
(a) Reserved.
(b) Lender shall have the right to suspend or terminate its obligation to make further disbursement of
Loan proceeds.
9.2 Acceleration. Lender may declare the entire remaining unpaid balance of principal and unpaid
accrued interest and other charges payable by Borrower pursuant to the Note or any other Loan Document,to
be immediately due and payable in full.
9.3 Foreclosure.Trustee, at Lender's direction, shall have the right to foreclose by notice and sale,
or Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with applicable
law. In any judicial foreclosure, Lender shall be entitled to obtain a deficiency judgment(subject to any
applicable nonrecourse provisions in the Note)for any amount by which the amount of the obligations secured
hereby exceeds the sale proceeds.
9.4 Action under Note. Lender shall have the right, at its sole option, to waive its rights under the
Trust Deed and pursue an independent action upon the Note, unless the Note is nonrecourse by its express
terms.The Note,Trust Deed, and other Loan Documents are separate and distinct instruments separately or
collectively enforceable in accordance with their terms.
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9.5 Additional Rights and Remedies. Trustee and Lender shall have any other right or remedy
provided in the Trust Deed,the Note,the Loan Documents, or any other instrument delivered by Borrower in
connection therewith, or available at law, in equity, or otherwise in such order and manner as it may select.
9.6 Uniform Commercial Code. With respect to the collateral identified in the Trust Deed, Lender
shall have all rights and remedies of a subordinate lender under the Oregon Uniform Commercial Code, as
amended from time to time. Lender shall give Borrower reasonable notice of the time and place of any public
sale of any personal property or of the time after which any private sale or any other intended disposition of
personal property collateral is to be made. Reasonable notice shall mean notice given at least ten (10) days
before the time of the sale or disposition.
9.7 Exercising Rights and Remedies. In exercising its rights and remedies, Lender may, subject to
the terms of the Primary Lender's loan documents, cause all or any part of the Project Property to be sold as a
whole or in parcels, and certain portions of the Project Property may be sold without selling other portions.
Lender may bid at any public sale on all or any portion of the Property.A waiver by either party of a breach of a
provision of the Trust Deed shall not constitute a waiver of or prejudice the party's right otherwise to demand
strict compliance with that provision or any other provision. An election by Lender to pursue any remedy shall
not exclude pursuit of any other remedy, and all remedies of Lender under the Trust Deed are cumulative and
not exclusive.An election to make expenditures or take action to perform an obligation of Borrower shall not
affect Lender's right to declare a default and exercise its remedies under the Trust Deed.
9.8 Foreclosure of Lessee's Rights-Subordination. Lender shall have the right, at its option,to
foreclosure the Trust Deed subject to the rights of any lessee(s) of the Project Property. Lender's failure to
foreclose against any lessee shall not be asserted as a claim against Lender or as a defense against any claim by
Lender in any action or proceeding. Lender, at any time, may subordinate the Trust Deed to any or all of the
lessees, except that Lender shall retain its priority claim to any condemnation or insurance proceeds.
9.9 Repairs during Redemption. In the event of a judicial foreclosure,the purchaser during any
redemption period may make such repairs and alterations to the Project Property as may be reasonably
necessary for the proper operation, care, preservation, protection and insuring of the Project Property.Any
sums so paid,together with interest from the date of the expenditure at the rate provided in the judgment shall
be added to the amount required to be paid for redemption of the Project Property.
9.10 Foreclosure Proceedings. In the event of any judicial or nonjudicial foreclosure sale, Lender in its
discretion may use a single notice covering both real estate and personal property, designate the order of sale,
and may elect to sell the real estate and personal property as an integrated unit or separately.Any person
permitted by law to do so may purchase at any sale.
9.11 Proceeds of Sale. Subject to the provisions of applicable law,the proceeds of any sale under the
Trust Deed will be applied first to payment of costs and expenses,then to payment of security protection
advances,then to payment of the other secured obligations (which includes any applicable prepayment
premium or fee) in any order that Lender chooses, and then to any other person or persons who may establish
to the satisfaction of Lender that they are legally entitled to it.
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9.12 Borrower's Waiver of Rights upon Sale. Borrower waives all rights to direct the order or
combinations in which any of the collateral will be sold, and also any right to have any of the collateral
marshaled upon any sale. Borrower acknowledges that there is no fiduciary relationship between Borrower and
Trustee or between Borrower and Lender.
9.13 Interest on Default. Upon the occurrence of any Event of Default, interest under the Note shall
accrue interest on the unpaid principal balance from the date of the Event of Default, or if the Event of Default is
a payment default, from the date the first unpaid payment was due, at a rate (the "Default Rate") of six(6)
percent per annum. If the unpaid principal balance and all accrued interest are not paid in full on the Maturity
Date (as such term is defined in the Note),the unpaid principal balance and all accrued interest shall bear
interest from the Maturity Date at the Default Rate.
9.14 Rights and Remedies Cumulative. All rights and remedies described in this Section 9 are
cumulative and in addition to any other remedy Lender may have by agreement, at law, or in equity. Partial
exercise of any right or remedy shall not limit or restrict Lender's subsequent exercise of such right or remedy
nor shall it restrict Lender's contemporaneous or subsequent exercise of any other right or remedy.
9.15 No Waiver. No failure or delay of Lender in exercising any right hereunder shall operate as a
waiver of that right or any other right. No modification or waiver of any provision of the Trust Deed or any other
Loan Document shall be effective unless in writing, and then only in specific instance and for the purpose given.
No notice or demand on Borrower shall entitle Borrower to any other notice or demand in other similar
circumstances.
9.16 Payment of Costs of Collection. In case of a default, or in case litigation is commenced to
enforce or construe any term of the Trust Deed,the Note, or any other Loan Document,the losing party will pay
to the prevailing party such amounts as shall be sufficient to cover the cost and expense of collection or
enforcement, including, without limitation, reasonable attorney fees and costs prior to and at any arbitration
proceeding or at trial, on appeal, or in any bankruptcy proceeding.
10. ASSET AND PROPERTY MANAGEMENT
Borrower will cause the Project to provide affordable housing in the City. Borrower's obligations
described in this section shall remain in effect for the term of this Loan Agreement.This provision shall survive
any prepayment or forgiveness of the Loan Amount.
11. MISCELLANEOUS
11.1 Recourse Provision. The obligations under the Note, including obligations secured by the Trust
Deed, are with recourse to the Borrower.
11.2 Counterparts. This Loan Agreement may be executed in any number of counterparts, and any
single counterpart or set of counterparts signed, in either case, by all the parties hereto shall constitute a full
and original instrument, but all of which shall together constitute one and the same instrument.
IPage 12 Loan Agreement
11.3 Survival. All agreements, representations, and warranties shall survive the execution and
delivery of this Loan Agreement, any investigation at any time made by Lender or on its behalf,the making of
the Loan, and the delivery of the Note.
11.4 Notice. Any notice required or permitted under this Loan Agreement shall be in writing and
shall be deemed effective; (1)when actually delivered in person, (2) one business day after deposit with a
commercial courier service for"next day" delivery, (3)two business days after having been deposited in the
United States mail as certified or registered mail, or(4)when transmitted by facsimile answer back or receipt
confirmed), addressed to the parties as follows:
If to Borrower:
Community Partners for Affordable Housing
6380 SW Capitol Hwy
Portland, OR 97239
If to Lender:
City of Tigard
13125 SW Hall Blvd
Tigard, Oregon 97223
with a copy to:
City Attorney
City of Tigard
13125 SW Hall Blvd
Tigard, Oregon 97223
11.5 Successors and Assigns.This Loan Agreement shall be binding upon and shall inure to the
benefit of the parties and their respective permitted successors and assigns.
11.6 Governing Law.This Loan Agreement and the other Loan Documents shall be governed by and
construed under Oregon law.
11.7 Assignment. Borrower may not assign this Loan Agreement without the prior written consent of
Lender.
11.8 Modification; Prior Loan Agreements; Headings. This Loan Agreement may not be modified or
amended except by an instrument in writing signed by Borrower and Lender.This Loan Agreement, taken
together with the other Loan Documents, reflects and sets forth the entire agreement and understanding of the
parties with respect to the subject matter hereof, and supersede all prior agreements and understandings
IPage 13 Loan Agreement
relating to such subject matter.The headings in this Loan Agreement are for the purpose of reference only and
shall not limit or otherwise affect any of the terms hereof.
11.9 Validity;Severability. If any provision oft his Loan Agreement is held to be invalid,such event
shall not affect, in any respect whatsoever,the validity oft he remainder of this Loan Agreement,and the
remainder s hall be construed without the invalid provision so as to carry out the intent of the part!as to the
extent possible without the invalid provision.
11.10 Exhibits Any exhibitsattached to this Loan Agreement and referred to herein are incorporated
in this Loan Agreement as if they were fully set forth in the text hereof.
11.11 Time of Essence.Time isof the essence of this Loan Agreement and each of the Loan
Documents.
IN WITNE9S WHH;EOF,the parties hereto have caused this Loan Agreement to be executed by their duly
authorized representatives as of the date first above written.
&ecuted in multiple counterparts as of the day and year first above written.
TOWN aNTERDEVBDPMENTAGENCy,
an ORS457 Urban Penewal Agency,
By: aeve Ijmer, 2(egRivvee�Director of the Town @nter Development Agency of the Oty of Tigard
APPRDV®ASM FORA:
- fes_
By: —7--- ,y A. S,ks -F
Shelby Rhala,Oty Attorney
Oxrsnunity Partnersfor Affordable Housing
an Oregon nonprofit corporation,
By Rachad Duke, Executive Director
Sgned:
Page 14 Loan Agreement
relating to such subject matter.The headings in this Loan Agreement are for the purpose of reference only and
shall not limit or otherwise affect any of the terms hereof.
11.9 Validity;Severability. If any provision of this Loan Agreement is held to be invalid,such event
shall not affect, in any respect whatsoever,the validity of the remainder of this Loan Agreement,and the
remainder shall be construed without the invalid provision so as to carry out the intent of the parties to the
extent possible without the invalid provision.
11.10 Exhibits.Any exhibits attached to this Loan Agreement and referred to herein are incorporated
in this Loan Agreement as if they were fully set forth in the text hereof.
11.11 Time of Essence.Time is of the essence of this Loan Agreement and each of the Loan
Documents.
IN WITNESS WHEREOF,the parties hereto have caused this Loan Agreement to be executed by their duly
authorized representatives as of the date first above written.
Executed in multiple counterparts as of the day and year first above written.
TOWN CENTER DEVELOPMENT AGENCY,
an ORS 457 Urban Renewal Agency,
By:Steve Rymer, Executive Director of the Town Center Development Agency of the City of Tigard
Signed:
APPROVED AS TO FORM:
By:
Shelby Rihala, City Attorney
Community Partners for Affordable Housing,
an Oregon nonprofit corporation,
By:Rachael Duke,Executive Director
Signed:T6 L' ' V —
Page 14 Loan Agreement
List of Exhibits
Exhibit A Legal Description of Property
Exhibit B Project Operating Budget
Exhibit C Project Schedule
Exhibit D Proposed Site Plan
Exhibit E Sources and Uses of Funding Budget
IPage 15 Loan Agreement
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
LEGAL DESCRIPTION: Real property in the County of Washington, State of Oregon, described as
follows;
PARCEL 1 OF PARTITION PLAT NO. 2021-021, IN THE CITY OF TIGARD, COUNTY OF
WASHINGTON AND STATE OF OREGON.
EXHIBIT B
PROJECT OPERATING BUDGET
WAnnual 1 2 3 4 5 10 20 30
per Unit
Insurance 1 $397 1 $25,0001 $25,7501 $26,5231 $27,3181 $28,1381 $32,6191 $43,838 $58,914
Utilities:(common areas)
Gas/Oil $79 $5,000 $5,150 $5,305 $5,464 $5,628 $6,524 $8,768 $11,783
Electric $238 $15,000 $15,450 $15,914 $16,391 $16,883 $19,572 $26,303 $35,348
Water&Sewer $968 $61,000 $62,830 $64,715 $66,656 $68,656 $79,591 $106,964 $143,750
Garbage Removal $317 $20,000 $20,600 $21,218 $21,855 $22,510 $26,095 $35,070 $47,131
Cable TV $0 $0 $0 $0 $0 $0 $0 $0 $0
Repairs&Maintenance $714 $45,0001 $46,350 $47,741 $49,173 $50,648 $58,715 $78,908 $106,045
Landscape Maintenance $238 $15,0001 $15,450 $15,914 $16,391 $16,883 $19,572 $26,303 $35,348
Replacement Reserve $400 $25,2001 $25,956 $26,735 $27,537 $28,363 $32,880 $44,188 $59,385
Property Management:
On-site $714 1 $45,000 $46,3501 $47,741 $49,173 $50,6481 $58,715 $78,908 $106,045
Contracted(Off-Site) 1 $834 1 $52,5161 $54,0911 $55,7141 $57,3851 $59,1071 $68,521 $92,086 $123,756
Professional Services:
Resident Services $476 $30,000 $30,900 $31,827 $32,782 $33,765 $39,143 $52,605 $70,697
Case Management $0 $0 $0 $0 $0 $0 $0 $0 $0
Legal $16 $1,000 $1,030 $1,061 $1,093 $1,126 $1,305 $1,754 $2,357
Accounting $178 $11,200 $11,536 $11,882 $12,239 $12,606 $14,613 $19,639 $26,394
LIHTC Compliance($40/unit) $27 $1,680 $1,680 $1,680 $1,680 $1,680 $1,680 $1,680 $1,680
Non LIHTC Monitoring($25/u $0 $0 $0 $0 $0 $0 $0 $0 $0
Bond Compliance($10/unit) $0 $0 $0 $0 $0 $0 $0 $0 $0
Office&Administration $238 $15,000 $15,450 $15,914 $16,391 $16,883 $19,572 $26,303 $35,348
Advertising/Marketing&Promotion $8 $500 $515 $530 $546 $563 $652 $877 $1,178
Unit Turnover $24 $1,500 $1,545 $1,591 $1,639 $1,688 $1,957 $2,630 $3,535
OAHTC Annual Fee(5"/u of annual cre $0 $0 $0 $0 $0 $0 $0 $0 -
PBS/PSH Unit Services $0 $0 $0 $0 $0 $0 $0 $0 $0
Taxes(non-real estate) $0 $0 $0 $0 $0 $0 $0 $0 $0
Real Estate Taxes $0 $0 $0 $0 $0 $0 $0 $0 $0
Elevator Maintenance $95 $6,000 $6,180 $6,365 $6,556 $6,753 $7,829 $10,521 $14,139
Payroll Taxes $0 $0 $0 $0 $0 $0 $0 $0 $0
Internet Connection Fee $0 $0 $0 $0 $0 $0 $0 $0 $0
Other:(list below)
R&M Supplies 1 $159 1 $10,000 $10,3001 $10,6091 $10,9271 $11,2551 $13,0481 $17,5351 $23,566
Asset Management-CPAH $40 $2,500 $2,575 $2,652 $2,732 $2,814 $3,262 $4,384 $5,891
Total Annual Operating Expenses: 1 $6,160 1 $388,0961 $399,6881 $411,6281 $423,9271 $436,5941 $505,8651 $679,2621 $912,293
Permanent loan(no OAHTC)
Amortization
Rate (Years) Loan Amount
4.889/6 30 $6,100,000 $6,149 $387,380 $387,380 $387,380 $387,380 $387,380 $387,380 $387,380 $387,380
Effective Gross Income: $13,230 $833,477 $850,147 $867,150 $884,493 $902,182 $996,082 $1,214,219 $1,480,126
Total Annual Operating Expenses: $6,160 $388,096 $399,688 $411,628 $423,927 $436,594 $505,865 $679,262 $91Z293
Net Operating Income: $7,070 $445,382 $450,459 $455,521 $460,566 $465,588 $490,218 $534,957 $567,833
Primary Debt Service $6,149 $387,380 $387,380 $387,380 $387,380 $387,380 $387,380 $387,380 $387,380
Total Debt Service $6,149 $445,382 $450,459 $455,521 $460,566 $465,588 $490,218 $387,380 $387,380
Cash Flow Per Year Primary: $921 $58,001 $63,078 $68,141 $73,186 $78,208 $102,837 $147,576 $180,452
Cash Flow Per Year Total: $921 $0 $0 $0 $0 $0 $0 $147,576 $180,452
Primary Debt Coverage Ratio 1.15 1.15 1.16 1.18 1.191 1.201 1.27 1.38 1.47
Gross Tenant Net
Median Monthly Paid Monthly Year 1
Income Rent Per Utility Rent Per #of Annual Rent
% Unit Allow Unit Units
60% $1,015 $40 975 X12 3 = $35,107
60% $1,087 $50 1,037 X12 13 = $161,803
60% $1,306 $60 1,246 X12 12 = $179,366
60% $1,508 $70 1,438 X12 16 = $276,173
60% $1,682 $80 1,602 X12 4 = $76,915
50% $846 $40 806 X12 1 = $9,672
50% $906 $50 856 X12 5 = $51,360
50% $1,088 $60 1,028 X12 3 = $37,008
50% $1,257 $70 1,187 X12 2 = $28,488
50% $1,402 $80 1,322 X12 1 = $15,864
30% $508 $40 468 X12 0 = $0
30% $544 $50 494 X12 1 = $5,923
30% $653 $60 593 X12 1 = $7,114
30% $754 $70 684 X12 1 = $8,210
30% $841 $80 761 X12 0 = $0
$893,004
Less 7%vacancy $830,494
Plus other income(laundry etc) $833,477
TOTAL YEAR ONE INCOME $833,477
EXHIBIT C
PROJECT SCHEDULE
Woodland Hearth - Est Development Timeline
October-21 CPAH Purchases site
October-21 Submit HOME application
January-22 HOME awards
April-22 Submit 9% LIHTC application
September-
22 9% LIHTC allocations announced
October-22 Design Kick off
October-23 Groundbreaking
November- Building Opens, residents move
24 in
EXHIBIT D
PROPOSED SITE PLAN
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EXHIBIT E
SOURCES AND USES OF FUNDING BUDGET
Woodland Hearth - est. 10.8.2021
Sources
LI HTC Equity $ 17,998,200
GHAP funds/MEP $ 500,000
Bank Loan $ 6,100,000
Deferred Developer fee $ 1,744,762
HOME $ 1,200,000
Tigard TI F $ 500,000
HTF $ 750,000
Total Sources $28,792,962
Uses
Acquisition Costs $ 750,000
Construction Costs $21,406,942
Development Costs $ 3,636,020
Developer fee $ 3,000,000
Total Uses $28,792,962
PROMISSORY NOTE
$500,000.00 0 2021
Tigard, Oregon
For value received,the undersigned ("Borrower"),jointly and severally, promises to pay to
the order of Town Center Development Agency, an Oregon urban renewal agency
("Lender"),the principal sum of$500,000.00, or as much as may be advanced under this
Note,together with interest and penalties, payable in the manner and on the terms set forth
in this Note:
1. Interest Rate. The outstanding principal balance will bear interest from the date of
disbursement("Disbursement Date") at a rate of 2.00 percent per annum ("Interest Rate") from
the date of this Note,until the fifth anniversary of the Disbursement Date. Thereafter, amounts
past due shall bear interest at a rate of 3.00 percent per annum.
2. Payments. Borrower will make one lump sum payment on or before the Maturity Date as
defined below. A check will constitute payment only when collected.
3. Final Payment.Borrower must pay the entire balance of principal and interest and
penalties owed on October_, 2026,which is the maturity date of this Note ("Maturity Date").
BORROWER HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT THE ENTIRE
PRINCIPAL BALANCE (AND ANY PENALTIES AND INTEREST) OF THIS NOTE NOT
OTHERWISE PREPAID BY BORROWER WILL STILL BE OWING AS OF THAT DATE
AND MUST BE PAID BY BORROWER.
4. Prepayments. Borrower has the right to prepay this Note, in whole or in part, at any time
with no prepayment penalties.
5. Default and Acceleration. Lender may declare the principal of this Note,together with
interest and penalties,to be due and payable in the event(a)that Borrower defaults in the
performance of, or compliance with, any of the terms and provisions of this Note or the Trust
Deed given as security, and such default is not remedied by Borrower within thirty (30) days
after written notice from Lender describing the non-compliance, or such longer period as may be
required,to address a delay which cannot be cured within 30 days, as long as Borrower is
diligently pursuing said cure, or(b) in the event of the bankruptcy or insolvency of any party
having liability on this Note, or any assignment for the benefit of creditors, or the com-
mencement of an action for the appointment of a receiver for the properties of any such party or
other action or proceedings under the federal bankruptcy laws that is not dismissed within 75
days after the date of filing. Any forbearance or failure to exercise this right will not constitute a
waiver of Lender's right to exercise the right with respect to the default and any subsequent
default.
6. Default Interest Rate.In the event of a default, Lender will have the right, in addition to
any other remedy set forth in this Note,to increase the interest rate set forth in this Note by an
additional five percent per annum,until the default is cured or until the Note is paid in full.
7. [Reserved.]
8. Attorney Fees; Costs. If the holder of this Note takes any action,judicial or otherwise,to
enforce this Note,the holder of this Note will be entitled to recover from Borrower all expenses
that the holder of this Note may reasonably incur in taking such action, including, but not limited
to, costs and expenses provided by statute or otherwise, as well as reasonable attorney fees
determined by the court, whether incurred in a suit or action or on appeal from a judgment or
decree, in connection with any bankruptcy proceeding, or in connection with a nonjudicial
action. Upon demand, Borrower will reimburse the holder of this Note for expenses so incurred,
together with interest from the date of invoice to Borrower until repaid at the rate specified in
section 1.
9. Governing Law;Severability. This Note is to be governed by and construed in
accordance with the laws of Oregon. If any provision or clause of this Note is construed by a
court of competent jurisdiction to be void, invalid, or unenforceable,that construction will not
affect other provisions of this Note that can be given effect without the void, invalid, or
unenforceable provision, and to this end the provisions of this Note are declared to be severable.
Venue for all actions or proceedings relating to or arising out of this Note shall be in the County
in which the premises secured by the Trust Deed are located.
- -- 10. Waiver of Protest. Borrower and each present or future maker, surety, endorser and
signatory to this Note, in whatever capacity,waives presentment, demand,protest, notice of
dishonor, and all suretyship defenses, and agrees that the Lender may exercise its rights under
the Note in any order and at any time. Without notice to any such person(except for any notice
to borrower specified in this Note and without the need to obtain further consent from any party),
and without in any way diminishing the obligations of any person, Lender may (a) deal with any
such person with reference to this Note by way of forbearance, extension, modification,
compromise, or otherwise; (b) extend, release, surrender, exchange, compromise, discharge, or
modify any right or obligation secured by or provided in this Note,the Trust Deed, or any other
document securing this Note; and (c)take any other action that the holder may deem reasonably
appropriate to protect its interest in the collateral under the Trust Deed.
11. Time Is of the Essence. Time is of the essence under this Note.
12. Limitation of Interest. In no event will any payment of interest or any other sum payable
under this Note exceed the maximum amount permitted by applicable law. If it is established that
any payment(s) exceeding lawful limits have been received,the holder and payee of such
amount(s)will refund such excess or, at its option, credit the excess amount(s)to the principal.
Such payments will not affect the obligation to make other payments required under this Note
that do not cause the lawful limits to be exceeded.
13. Security. This Note is secured by, among other things, a Trust Deed dated as of the date
of this Note among Borrower, as Grantor,to First American Title Insurance Company, as
Trustee, in favor of Lender, as Beneficiary ("Trust Deed") encumbering the Mortgaged Property.
This Note evidences, and the Trust Deed and any of the other documents that provide that they
secure this Note secure,the indebtedness described in this Note, any further loans or advances
that may be made to or on behalf of Borrower by Lender at any time or times hereafter under the
Trust Deed, and any other amounts required to be paid by Borrower under any of the Loan
Documents that provide that they secure this Note; and any such loans, advances, or amounts
will be added to the indebtedness evidenced by this Note, and will bear interest at the interest
rate set forth in this Note.
14. Bankruptcy. Borrower agrees that,notwithstanding ORS 73.0602 and ORS 73.0604, any
payment under this Note that is avoided in a later bankruptcy proceeding or otherwise will not be
deemed a payment, and Borrower's obligations under the Note will be reinstated or
supplemented, or both, to the extent of any payment so avoided. In that event,Borrower will not
be discharged even if this Note has been canceled, renounced or surrendered.
The undersigned caused this Note to be duly executed on the day and year first written
above.
BORROWER:
Community Partners for Affordable Housing,
an Oregon nonprofit corporation,
By: Rachael Duke,Executive Director
"PLoan Policy of Title Insurance
FrS
rs r
ISSUED BY
o r'irsr.Aitiarican T iLie Insurance Company
Loan Policy POLICY NUMBER
5032141-3724953
Any notice of claim and any other notice or statement in writing required to be given the Company under this Policy must be g iven
to the Company at the address shown in Section 17 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS, FIRST
AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company'o insures, as of Date of Policy and, to the extent stated in
Covered Risks 11, 13, and 14, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the
Insured by reason of:
1. Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title.This Covered Risk includes but is not limited to insurance against loss from
(a) A defect in the Title caused by:
(i) forgery,fraud,undue influence,duress, incompetency, incapacity or impersonation;
(ii)failure of any person or Entity to have authorized a transfer or conveyance;
(iii)a document affecting Title not properly created,executed,witnessed,sealed,acknowledged, notarized or delivered;
(iv)failure to perform those acts necessary to create a document by electronic means authorized by law;
(v) a document executed under a falsified,expired or otherwise invalid power of attorney;
(vi)a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means
authorized by law;or
(vii)a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.
(c) Any encroachment, encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and
complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto
adjoining land,and encroachments onto the Land of existing improvements located on adjoining land.
3. Unmarketable Title.
4. No right of access to and from the Land.
(Covered Risks Continued on Page 2)
IN WITNESS WHEREOF,First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of
Date of Policy shown in Schedule A.
First American Title Insurance�Company
C/+
Dt,nnis i fi-Atmvria.Pmsldent Gieg I Srr*M,S'' retwy
(This Policy is valid only when Schedules A and B are attached)
Copyright 2006-2009 American Land Title Association.All rights reserved.The use of this form is restricted to ALTA licensees and ALTA
members in good standing as of the date of use.All other uses are prohibited. Reprinted under license from the American Land Title Association.
Form 5032141 (2-15-18) Page 1 of 11 OTIRO PL-05 ALTA Loan Policy of Title Insurance(6-17-06)
Oregon
S.. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning)
restricting,regulating, prohibiting,or relating to
(a) the occupancy,use,or enjoyment of the Land;
(b) the character,dimensions,or location of any improvement erected on the Land;
(c) the subdivision of land; or
(d) environmental protection
if a notice,describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to
the extent of the violation or enforcement referred to in that notice.
6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement
action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that
notice.
7. The exercise of the rights of eminent domain if a notice of the exercise,describing any part of the Land,is recorded in the Public Records.
8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.
9. The invalidity or unenforceability of the lien of the Insured Mortgage upon the Title. This Covered Risk includes but is not limited to
insurance against loss from any of the following impairing the lien of the Insured Mortgage
(a) forgery,fraud,undue influence,duress, incompetency,incapacity,or impersonation;
(b) failure of any person or Entity to have authorized a transfer or conveyance;
(c) the Insured Mortgage not being properly created,executed,witnessed,sealed,acknowledged, notarized,or delivered;
(d) failure to perform those acts necessary to create a document by electronic means authorized by law;
(e) a document executed under a falsified,expired,or otherwise invalid power of attorney;
(f) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means
authorized by law; or
(g) a defective judicial or administrative proceeding.
10. The lack of priority of the lien of the Insured Mortgage upon the Title over any other lien or encumbrance.
11. The lack of priority of the lien of the Insured Mortgage upon the Title
(a) as security for each and every advance of proceeds of the loan secured by the Insured Mortgage over any statutory lien for services,
labor,or material arising from construction of an improvement or work related to the Land when the improvement or work is either
(i) contracted for or commenced on or before Date of Policy; or
(ii) contracted for, commenced, or continued after Date of Policy if the construction is financed, in whole or in part, by proceeds of
the loan secured by the Insured Mortgage that the Insured has advanced or is obligated on Date of Policy to advance;and
(b) over the lien of any assessments for street improvements under construction or completed at Date of Policy.
12. The invalidity or unenforceability of any assignment of the Insured Mortgage, provided the assignment is shown in Schedule A, or the
failure of the assignment shown in Schedule A to vest title to the Insured Mortgage in the named Insured assignee free and clear of all
liens.
13. The invalidity,unenforceability, lack of priority,or avoidance of the lien of the Insured Mortgage upon the Title
(a) resulting from the avoidance in whole or in part, or from a court order providing an alternative remedy, of any transfer of all or any
part of the title to or any interest in the Land occurring prior to the transaction creating the lien of the Insured Mortgage because that
prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights
laws; or
(b) because the Insured Mortgage constitutes a preferential transfer under federal bankruptcy,state insolvency,or similar creditors'rights
laws by reason of the failure of its recording in the Public Records
(i) to be timely,or
(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.
14. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 13 that has been created or
attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the Insured
Mortgage in the Public Records.
The Company will also pay the costs, attorneys'fees,and expenses incurred in defense of any matter insured against by this Policy, but only to
the extent provided in the Conditions.
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of (iii) the subdivision of land; or
this policy,and the Company will not pay loss or damage,costs, (iv) environmental protection;
attorneys'fees,or expenses that arise by reason of: or the effect of any violation of these laws,ordinances,or
1. (a) Any law, ordinance, permit, or governmental regulation governmental regulations.This Exclusion 1(a)does not modify
(including those relating to building and zoning) or limit the coverage provided under Covered Risk 5.
restricting,regulating, prohibiting,or relating to (b) Any governmental police power. This Exclusion 1(b) does not
modify or limit the coverage provided under Covered Risk 6.
(i) the occupancy,use,or enjoyment of the Land; 2. Rights of eminent domain.This Exclusion does not modify or limit
(ii) the character, dimensions, or location of any the coverage provided under Covered Risk 7 or 8.
improvement erected on the Land;
Form 5032141(2-15-18) Page 2 of 11f OTIRO PL-05 ALTA Loan Policy of Title Insurance(6-17-06
Oregon
EXCLUSIONS FROM COVERAGE (Continued)
3. Defects, liens,encumbrances,adverse claims,or other matters 5. Invalidity or unenforceability in whole or in part of the lien of the
(a) created,suffered,assumed,or agreed to by the Insured Insured Mortgage that arises out of the transaction evidenced by
r1aimanf- the Insured Mortqaqe and is based upon usury or anv consumer
(b) not Known to the Company, not recorded in the Public credit protection or truth-in-lending law.
Records at Date of Policy,but Known to the Insured 6. Any claim, by reason of the operation of federal bankruptcy,
Claimant and not disclosed in writing to the Company by state insolvency, or similar creditors' rights laws, that the
the Insured Claimant prior to the date the Insured transaction creating the lien of the Insured Mortgage,is
Claimant became an Insured under this policy; (a) a fraudulent conveyance or fraudulent transfer,or
(c) resulting in no loss or damage to the Insured Claimant; (b) a preferential transfer for any reason not stated in Covered
(d) attaching or created subsequent to Date of Policy Risk 13(b)of this policy.
(however,this does not modify or limit the coverage 7. Any lien on the Title for real estate taxes or assessments
provided under Covered Risk 11, 13,or 14);or imposed by governmental authority and created or attaching
(e) resulting in loss or damage that would not have been between Date of Policy and the date of recording of the Insured
sustained if the Insured Claimant had paid value for the Mortgage in the Public Records. This Exclusion does not modify
Insured Mortgage. or limit the coverage provided under Covered Risk 11(b).
4. Unenforceability of the lien of the Insured Mortgage because
of the inability or failure of an Insured to comply with
applicable doing-business laws of the state where the Land is
situated.
CONDITIONS
1. DEFINITION OF TERMS whether the owner or successor owns the
The following terms when used in this policy mean: Indebtedness for its own account or as a trustee or
(a) "Amount of Insurance": The amount stated in Schedule other fiduciary, except a successor who is an obligor
A, as may be increased or decreased by endorsement to under the provisions of Section 12(c) of these
this policy, increased by Section 8(b) or decreased by Conditions;
Section 10 of these Conditions. (B) the person or Entity who has "control" of the
(b) "Date of Policy": The date designated as"Date of Policy" "transferable record,"if the Indebtedness is evidenced
in Schedule A. by a "transferable record,"as these terms are defined
(c) "Entity": A corporation, partnership, trust, limited liability by applicable electronic transactions law;
company,or other similar legal entity. (C) successors to an Insured by dissolution, merger,
(d) "Indebtedness": The obligation secured by the Insured consolidation,distribution,or reorganization;
Mortgage including one evidenced by electronic means (D) successors to an Insured by its conversion to another
authorized by law,and if that obligation is the payment of kind of Entity;
a debt,the Indebtedness is the sum of (E) a grantee of an Insured under a deed delivered
(i) the amount of the principal disbursed as of Date of without payment of actual valuable consideration
Policy; conveying the Title
(ii) the amount of the principal disbursed subsequent to (1) if the stock, shares, memberships, or other equity
Date of Policy; interests of the grantee are wholly-owned by the
(iii) the construction loan advances made subsequent to named Insured,
Date of Policy for the purpose of financing in whole (2)if the grantee wholly owns the named Insured,or
or in part the construction of an improvement to the (3)if the grantee is wholly-owned by an affiliated
Land or related to the Land that the Insured was Entity of the named Insured, provided the affiliated
and continued to be obligated to advance at Date of Entity and the named Insured are both wholly-
Policy and at the date of the advance; owned by the same person or Entity;
(iv) interest on the loan; (F) any government agency or instrumentality that is an
(v) the prepayment premiums, exit fees, and other insurer or guarantor under an insurance contract or
similar fees or penalties allowed by law; guaranty insuring or guaranteeing the Indebtedness
(vi) the expenses of foreclosure and any other costs of secured by the Insured Mortgage, or any part of it,
enforcement; whether named as an Insured or not;
(vii) the amounts advanced to assure compliance with (ii) With regard to (A), (B), (C), (D), and (E) reserving,
laws or to protect the lien or the priority.of the lien however, all rights and defenses as to any successor that
of the Insured Mortgage before the acquisition of the Company would have had against any predecessor
the estate or interest in the Title; Insured, unless the successor acquired the Indebtedness as
(viii)the amounts to pay taxes and insurance; and a purchaser for value without Knowledge of the asserted
(ix) the reasonable amounts expended to prevent defect, lien, encumbrance, or other matter insured against
deterioration of improvements; by this policy.
but the Indebtedness is reduced by the total of all (f) "Insured Claimant":An Insured claiming loss or damage.
payments and by any amount forgiven by an (g) "Insured Mortgage": The Mortgage described in paragraph 4
Insured. of Schedule A.
(e) "Insured":The Insured named in Schedule A. (h)"Knowledge"or"Known": Actual knowledge, not constructive
(i) The term"Insured"also includes knowledge or notice that may be imputed to an Insured by
(A) the owner of the Indebtedness and each reason of the Public Records or any other records that
successor in ownership of the Indebtedness, impart constructive notice of matters affecting the Title.
Form 5032141(2-15-18) Page 3 of 11 OTIRO PL-05 ALTA Loan Policy of Title Insurance(6-17-06
Oregon
CONDITIONS(Continued)
(i) "Land": The land described in Schedule A, and affixed litigation in which any third party asserts a claim covered
improvements that by law constitute real property. The by this policy adverse to the Insured. This obligation is
term "Lana" noes not include any property beyond the iirnited to uniy those sidled causes of action alleging
lines of the area described in Schedule A, nor any right, matters insured against by this policy. The Company shall
title, interest, estate, or easement in abutting streets, have the right to select counsel of its choice(subject to the
roads,avenues, alleys, lanes,ways, or waterways, but this right of the Insured to object for reasonable cause) to
does not modify or limit the extent that a right of access to represent the Insured as to those stated causes of action.
and from the Land is insured by this policy. It shall not be liable for and will not pay the fees of any
(j) "Mortgage": Mortgage, deed of trust, trust deed, or other other counsel.The Company will not pay any fees,costs, or
security instrument, including one evidenced by electronic expenses incurred by the Insured in the defense of those
means authorized by law. causes of action that allege matters not insured against by
(k)"Public Records": Records established under state statutes this policy.
at Date of Policy for the purpose of imparting constructive (b) The Company shall have the right, in addition to the options
notice of matters relating to real property to purchasers for contained in Section 7 of these Conditions, at its own cost,
value and without Knowledge. With respect to Covered to institute and prosecute any action or proceeding or to do
Risk 5(d),"Public Records"shall also include environmental any other act that in its opinion may be necessary or
protection liens filed in the records of the clerk of the desirable to establish the Title or the lien of the Insured
United States District Court for the district where the Land Mortgage, as insured, or to prevent or reduce loss or
is located. damage to the Insured. The Company may take any
(1) "Title":The estate or interest described in Schedule A. appropriate action under the terms of this policy, whether
(m)"Unmarketable Title": Title affected by an alleged or or not it shall be liable to the Insured.The exercise of these
apparent matter that would permit a prospective purchaser rights shall not be an admission of liability or waiver of any
or lessee of the Title or lender on the Title or a prospective provision of this policy. If the Company exercises its rights
purchaser of the Insured Mortgage to be released from the under this subsection, it must do so diligently.
obligation to purchase, lease, or lend if there is a (c) Whenever the Company brings an action or asserts a
contractual condition requiring the delivery of marketable defense as required or permitted by this policy, the
title. Company may pursue the litigation to a final determination
2. CONTINUATION OF INSURANCE by a court of competent jurisdiction, and it expressly
The coverage of this policy shall continue in force as of Date of reserves the right, in its sole discretion, to appeal any
Policy in favor of an Insured after acquisition of the Title by an adverse judgment or order.
Insured or after conveyance by an Insured,but only so long as 6. DUTY OF INSURED CLAIMANT TO COOPERATE
the Insured retains an estate or interest in the Land, or holds (a) In all cases where this policy permits or requires the
an obligation secured by a purchase money Mortgage given by Company to prosecute or provide for the defense of any
a purchaser from the Insured, or only so long as the Insured action or proceeding and any appeals, the Insured shall
shall have liability by reason of warranties in any transfer or secure to the Company the right to so prosecute or provide
conveyance of the Title. This policy shall not continue in force defense in the action or proceeding, including the right to
in favor of any purchaser from the Insured of either (i) an use,at its option,the name of the Insured for this purpose.
estate or interest in the Land,or(ii)an obligation secured by a Whenever requested by the Company, the Insured, at the
purchase money Mortgage given to the Insured. Company's expense, shall give the Company all reasonable
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED aid (i) in securing evidence, obtaining witnesses,
CLAIMANT prosecuting or defending the action or proceeding, or
The Insured shall notify the Company promptly in writing (i) in effecting settlement, and (ii) in any other lawful act that in
case of any litigation as set forth in Section 5(a) of these the opinion of the Company may be necessary or desirable
Conditions, (ii) in case Knowledge shall come to an Insured of to establish the Title, the lien of the Insured Mortgage, or
any claim of title or interest that is adverse to the Title or the any other matter as insured. If the Company is prejudiced
lien of the Insured Mortgage,as insured,and that might cause by the failure of the Insured to furnish the required
loss or damage for which the Company may be liable by virtue cooperation, the Company's obligations to the Insured
of this policy, or (iii) if the Title or the lien of the Insured under the policy shall terminate, including any liability or
Mortgage, as insured, is rejected as Unmarketable Title. If the obligation to defend, prosecute, or continue any litigation,
Company is prejudiced by the failure of the Insured Claimant with regard to the matter or matters requiring such
to provide prompt notice, the Company's liability to the cooperation.
Insured Claimant under the policy shall be reduced to the (b) The Company may reasonably require the Insured Claimant
extent of the prejudice. to submit to examination under oath by any authorized
4. PROOF OF LOSS representative of the Company and to produce for
In the event the Company is unable to determine the amount examination, inspection, and copying, at such reasonable
of loss or damage,the Company may, at its option, require as times and places as may be designated by the authorized
a condition of payment that the Insured Claimant furnish a representative of the Company, all records, in whatever
signed proof of loss. The proof of loss must describe the medium maintained, including books, ledgers, checks,
defect, lien, encumbrance, or other matter insured against by memoranda,correspondence, reports,e-mails, disks,tapes,
this policy that constitutes the basis of loss or damage and and videos whether bearing a date before or after Date of
shall state, to the extent possible, the basis of calculating the Policy, that reasonably pertain to the loss or damage.
amount of the loss or damage. Further, if requested by any authorized representative of
5. DEFENSE AND PROSECUTION OF ACTIONS the Company, the Insured Claimant shall grant its
(a) Upon written request by the Insured,and subject to the permission, in writing, for any authorized representative of
options contained in Section 7 of these Conditions, the the Company to examine, inspect, and copy all of these
Company, at its own cost and without unreasonable records in the custody or control of a third party that
delay,shall provide for the defense of an Insured in reasonably pertain to the loss or damage.All information
Form 5032141 (2-15-18) (Page 4 of 11 OTIRO PL-05 ALTA Loan Policy of Title Insurance(6-17-06)
1 Or on
CONDITIONS(Continued)
designated as confidential by the Insured Claimant provided to under this policy shall not exceed the least of
the Company pursuant to this Section shall not be disclosed to (i) the Amount of Insurance,
otners unless, in the reasonable judgment of the CUfrlpany, ii (ii) the Indebtedness,
is necessary in the administration of the claim. Failure of the (iii) the difference between the value of the Title as insured
Insured Claimant to submit for examination under oath, and the value of the Title subject to the risk insured
produce any reasonably requested information, or grant against by this policy,or
permission to secure reasonably necessary information from (iv) if a government agency or instrumentality is the
third parties as required in this subsection, unless prohibited Insured Claimant,the amount it paid in the acquisition
by law or governmental regulation,shall terminate any liability of the Title or the Insured Mortgage in satisfaction of
of the Company under this policy as to that claim. its insurance contract or guaranty.
7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; (b) If the Company pursues its rights under Section 5 of these
TERMINATION OF LIABILITY Conditions and is unsuccessful in establishing the Title or
In case of a claim under this policy,the Company shall have he the lien of the Insured Mortgage,as insured,
following additional options: (i) the Amount of Insurance shall be increased by 10%,
(a) To Pay or Tender Payment of the Amount of Insurance or and
to Purchase the Indebtedness. (ii) the Insured Claimant shall have the right to have the
(i) To pay or tender payment of the Amount of Insurance loss or damage determined either as of the date the
under this policy together with any costs, attorneys' claim was made by the Insured Claimant or as of the
fees, and expenses incurred by the Insured Claimant date it is settled and paid.
that were authorized by the Company up to the time (c) In the event the Insured has acquired the Title in the
of payment or tender of payment and that the manner described in Section 2 of these Conditions or has
Company is obligated to pay;or conveyed the Title, then the extent of liability of the
(ii)To purchase the Indebtedness for the amount of the Company shall continue as set forth in Section 8(a)of these
Indebtedness on the date of purchase, together with Conditions.
any costs, attorneys' fees, and expenses incurred by (d) In addition to the extent of liability under(a), (b), and (c),
the Insured Claimant that were authorized by the the Company will also pay those costs, attorneys'fees, and
Company up to the time of purchase and that the expenses incurred in accordance with Sections 5'and 7 of
Company is obligated to pay. these Conditions.
When the Company purchases the Indebtedness, the 9. LIMITATION OF LIABILITY
Insured shall transfer, assign, and convey to the Company (a) If the Company establishes the Title,or removes the alleged
the Indebtedness and the Insured Mortgage, together with defect, lien, or encumbrance, or cures the lack of a right of
any collateral security. access to or from the Land, or cures the claim of
Upon the exercise by the Company of either of the options Unmarketable Title, or establishes the lien of the Insured
provided for in subsections (a)(i) or (ii), all liability and Mortgage, all as insured, in a reasonably diligent manner by
obligations of the Company to the Insured under this any method, including litigation and the completion of any
policy, other than to make the payment required in those appeals, it shall have fully performed its obligations with
subsections, shall terminate, including any liability or respect to that matter and shall not be liable for any loss or
obligation to defend,prosecute,or continue any litigation. damage caused to the Insured.
(b) To Pay or Otherwise Settle With Parties Other Than the (b) In the event of any litigation, including litigation by the
Insured or With the Insured Claimant. Company or with the Company's consent, the Company
(i) to pay or otherwise settle with other parties for or in shall have no liability for loss or damage until there has
the name of an Insured Claimant any claim insured been a final determination by a court of competent
against under this policy. In addition, the Company jurisdiction, and disposition of all appeals, adverse to the
will pay any costs, attorneys' fees, and expenses Title or to the lien of the Insured Mortgage,as insured.
incurred by the Insured Claimant that were authorized (c) The Company shall not be liable for loss or damage to the
by the Company up to the time of payment and that Insured for liability voluntarily assumed by the Insured in
the Company is obligated to pay; or settling any claim or suit without the prior written consent
(ii) to pay or otherwise settle with the Insured Claimant of the Company.
the loss or damage provided for under this policy, 10. REDUCTION OF INSURANCE; REDUCTION OR
together with any costs, attorneys' fees, and TERMINATION OF LIABILITY
expenses incurred by the Insured Claimant that were (a) All payments under this policy, except payments made for
authorized by the Company up to the time of costs, attorneys' fees, and expenses, shall reduce the
payment and that the Company is obligated to pay. Amount of Insurance by the amount of the payment.
Upon the exercise by the Company of either of the options However, any payments made prior to the acquisition of
provided for in subsections (b)(i) or (ii), the Company's Title as provided in Section 2 of these Conditions shall not
obligations to the Insured under this policy for the claimed loss reduce the Amount of Insurance afforded under this policy
or damage, other than the payments required to be made, except to the extent that the payments reduce the
shall terminate, including any liability or obligation to defend, Indebtedness.
prosecute,or continue any litigation. (b) The voluntary satisfaction or release of the Insured
S. DETERMINATION AND EXTENT OF LIABILITY Mortgage shall terminate all liability of the Company except
This policy is a contract of indemnity against actual monetary as provided in Section 2 of these Conditions.
loss or damage sustained or incurred by the Insured Claimant 11. PAYMENT OF LOSS
who has suffered loss or damage by reason of matters insured When liability and the extent of loss or damage have been
against by this policy. definitely fixed in accordance with these Conditions, the payment
(a) The extent of liability of the Company for loss or damage shall be made within 30 days.
Form 5032141 (2-15-18) Page 5 of 11 OTIRO PL-05 ALTA Loan Policy of Title Insurance(6-17-06)
Or on
CONDITIONS(Continued)
12.RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT 14. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE
(a) The Company's Right to Recover CONTRACT
Whenever the Company shall have settled and paid a (a) i his policy togetner witn au endorsements, it any, attacned
claim under this policy,it shall be subrogated and entitled to it by the Company is the entire policy and contract
to the rights of the Insured Claimant in the Title or between the Insured and the Company. In interpreting any
Insured Mortgage and all other rights and remedies in provision of this policy, this policy shall be construed as a
respect to the claim that the Insured Claimant has against whole.
any person or property, to the extent of the amount of (b) Any claim of loss or damage that arises out of the status of
any loss, costs, attorneys'fees, and expenses paid by the the Title or lien of the Insured Mortgage or by any action
Company. If requested by the Company, the Insured asserting such claim shall be restricted to this policy.
Claimant shall execute documents to evidence the transfer (c) Any amendment of or endorsement to this policy must be in
to the Company of these rights and remedies. The writing and authenticated by an authorized person, or
Insured Claimant shall permit the Company to sue, expressly incorporated by Schedule A of this policy.
compromise,or settle in the name of the Insured Claimant (d) Each endorsement to this policy issued at any time is made
and to use the name of the Insured Claimant in any a part of this policy and is subject to all of its terms and
transaction or litigation involving these rights and provisions. Except as the endorsement expressly states, it
remedies. does not(i) modify any of the terms and provisions of the
If a payment on account of a claim does not fully cover policy, (ii) modify any prior endorsement, (iii) extend the
the loss of the Insured Claimant,the Company shall defer Date of Policy,or(iv)increase the Amount of Insurance.
the exercise of its right to recover until after the Insured 15. SEVERABILITY
Claimant shall have recovered its loss. In the event any provision of this policy, in whole or in part, is
(b) The Insured's Rights and Limitations held invalid or unenforceable under applicable law, the policy
(i) The owner of the Indebtedness may release or shall be deemed not to include that provision or such part held to
substitute the personal liability of any debtor or be invalid, but all other provisions shall remain in full force and
guarantor, extend or otherwise modify the terms of
payment, release a portion of the Title from the lien effect.
of the Insured Mortgage, or release any collateral 16. CHOICE OF LAW; FORUM
security for the Indebtedness,if it does not affect the (a) Choice of Law: The Insured acknowledges the Company
enforceability or priority of the lien of the Insured has underwritten the risks covered by this policy and
Mortgage. determined the premium charged therefor in reliance upon
(ii) If the Insured exercises a right provided in(b)(i), but the law affecting interests in real property and applicable to
has Knowledge of any claim adverse to the Title or the interpretation, rights, remedies, or enforcement of
the lien of the Insured Mortgage insured against by policies of title insurance of the jurisdiction where the Land
this policy,the Company shall be required to pay only is located.
that part of any losses insured against by this policy Therefore, the court or an arbitrator shall apply the law of
that shall exceed the amount, if any, lost to the the jurisdiction where the Land is located to determine the
Company by reason of the impairment by the Insured
Claimant of the Company's right of subrogation. validity of claims against the Title or the lien of the Insured
(c) The Company's Rights Against Non-insured Obligors Mortgage that are adverse to the Insured and to interpret
The Company's right of subrogation includes the Insured's and enforce the terms of this policy. In neither case shall
rights against non-insured obligors including the rights of the court or arbitrator apply its conflicts of law principles to
the Insured to indemnities, guaranties, other policies of determine the applicable law.
insurance, or bonds, notwithstanding any terms or (b) Choice of Forum: Any litigation or other proceeding brought
conditions contained in those instruments that address by the Insured against the Company must be filed only in a
subrogation rights. state or federal court within the United States of America or
The Company's right of subrogation shall not be avoided its territories having appropriate jurisdiction.
by acquisition of the Insured Mortgage by an obligor 17. NOTICES,WHERE SENT
(except an obligor described in Section 1(e)(i)(F) of these
Conditions)who acquires the Insured Mortgage as a result Any notice of claim and any other notice or statement in writing
of an indemnity, guarantee, other policy of insurance, or required to be given to the Company under this policy must be
bond, and the obligor will not be an Insured under this given to the Company at First American Title Insurance
policy. Company, Attn: Claims National Intake Center, 1 First
13. ARBITRATION(Intention//yDe%tM American Way;Santa Ana,California 92707. Phone:888-
632-1642.
Form 5032141(2-15-18) Page 6 of 11 OTIRO PL-05 ALTA Loan Policy of Title Insurance(6-17-06
Ore4on_
°•'"'Rf� FrrstAmerrca Loan Policy of Title Insurance
ISSUED BY
First American Title Insurance Company
Schedule A POLICY NUMBER
3724953
Name and Address of Title Insurance Company:
First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707.
File No.: 7013-3724953
Loan No.: ---
Address Reference: 11655 SW Pacific Highway, Portland, OR 97223-8629
Amount of Insurance: $500,000.00 Premium: $1,350.00
Date of Policy: October 08, 2021 at 4:20 p.m.
1. Name of Insured:
Town Center Development Agency, its successors and/or assigns as defined in the Conditions of the
policy, as their interests may appear.
2. The estate or interest in the Land that is encumbered by the Insured Mortgage is:
Fee Simple
3. Title is vested in:
Community Partners for Affordable Housing, an Oregon non-profit corporation
4. The Insured Mortgage, and its assignments, if any, are described as follows:
Deed of Trust/Mortgage:
Grantor/Trustor: Community Partners for Affordable Housing, an Oregon non-profit
corporation
Trustee: First American Title Insurance Company
Grantee/Beneficiary: Town Center Development Agency, an Oregon urban renewal agency
Original Amount: $500,000.00
Dated: October--, 2021
Recorded: October 08, 2021
Recording No.: 2021-107299
5. The Land referred to in this policy is described as follows:
PARCEL 1 OF PARTITION PLAT NO. 2021-021, IN THE CITY OF TIGARD, COUNTY OF WASHINGTON
AND STATE OF OREGON.
Form 5032141(2-15-18) Page 7 of 11 OTIRO PL-05 ALTA Loan Policy of Title Insurance(6-17-06)
Oregon
=6. This policy incorporates by reference those ALTA endorsements selected below:
[ ] 4.1-06 (Condominium)
[ ] 6.1-06 (Planned Unit ueveiupintiiQ
[ ] 6-06 (Variable Rate)
[ ] 6.2-06 (Variable Rate--Negative Amortization)
[ ] 8.1-06 (Environmental Protection Lien) Paragraph b refers to the following state
statute(s):
[ ] 9.10-06 (Restrictions, Encroachments, Minerals)
[ ] 13.1-06 (Leasehold Loan)
[ ] 14-06 (Future Advance-Priority)
[ ] 14.1-06 (Future Advance — Knowledge)
[ ] 14.3-06 (Future Advance-Reverse Mortgage)
[ ] 22-06 (Location) The type of improvement is a , and the street address is shown above.
Form 5032141(2-15-18) Page 8 of 11 OTIRO PL-05 ALTA Loan Policy of Title Insurance(6-1re n
Oregon
I Loan Policv of Title Insurance
" I Fast American
ISSUED BY
First American Title Insurance Company
Schedule B1 POLICY NUMBER
3724953
File No.: 7013-3724953
PART I
EXCEPTIONS FROM COVERAGE
Except as provided in Schedule B - Part II, this policy does not insure against loss or damage, and the
Company will not pay costs, attorneys' fees, or expenses that arise by reason of:
1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority
that levies taxes or assessments on real property or by the public records; proceedings by a public
agency which may result in taxes or assessments, or notices of such proceedings, whether or not
shown by the records of such agency or by the public records.
2. Facts, rights, interests or claims which are not shown by the public records but which could be
ascertained by an inspection of the land or by making inquiry of persons in possession thereof.
3. Easements, or claims of easement, not shown by the public records; reservations or exceptions in
patents or in Acts authorizing the issuance thereof; water rights, claims or title to water.
4. Any encroachment (of existing improvements located on the subject land onto adjoining land or of
existing improvements located on adjoining land onto the subject land), encumbrance, violation,
variation, or adverse circumstance affecting the title that would be disclosed by an accurate and
complete land survey of the subject land.
5. Any lien, or right to a lien, for services, labor, material, equipment rental or workers compensation
heretofore or hereafter furnished, imposed by law and not shown by the public records.
6. Equitable Servitude, including terms and provisions thereof.
Recorded: October 5, 2021 as Fee No. 2021-105805
7. Easement as shown on the recorded plat/partition
For: Public Utilities
Affects: 8 feet along the southerly lot line
8. Restrictions shown on the recorded plat/partition of PARTTT ION PLAT NO. 2021-021.
Form 5032141(2-15-18) Page 9 of 11 OTIRO PL-05 ALTA Loan Policy of Title Insurance(6-17-06)
Or on
.,9. Deed of Trust and the terms and conditions thereof.
• Loan No.: ---
Grantor/Trustor: Community Partners for Affordable Housing
Grantee/Ronef,-!- ,,• 1A/altar Oman
Trustee: First American Title
Amount: $200,000.00
Dated: October 07, 2021
Recorded: October 08, 2021
Recording Information: 2021-107298
Form 5032141(2-15-18) Page 10 of 11 OTiRO PL-05 ALTA Loan Policy of Ttle Insurance(6-17-06
Ore on
First AmericanLoan Policy of Title Insurance
ISSUED BY
First American Tide Insurance Company
Schedule B I I POLICY NUMBER
3724953
File No.: 7013-3724953
PART II
In addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters,
and the Company insures against loss or damage sustained in the event they are not subordinate to the
lien of the Insured Mortgage:
None
Form 5032141(2-15-18) Page it of it OTIRO PL-05 ALTA Loan Policy of Title Insurance(6-17-06
Or on