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2014-002583 & 2014-002584 Washington County,Oregon 2014-002584 D-DW Stn=1 C WHITE 01/16/2014 08:36:15 AM! AFTER RECORDING RETURN TO: $30.00$11.00$5.00$20.00 $66.00 I,Richard Hobernicht,Director of Assessment and Taxation and Ex- City of Tigard Officio County Clerk for Washington County,Oregon,do hereby certify that the within instrument of writing was received and Attn: City Manager recorded in the book of records of said county. City Hall Richard Hobernicht,Director of 13125 SW Hall Blvd Assessment and Taxation, Ex-Officio .• Tigard OR 97223 UNTIL A CHANGE IS REQUESTED SEND TAX STATEMENTS TO: City of Tigard Attn: City Manager City Hall 13125 SW Hall Blvd Tigard OR 97223 This space is reserved for recorder's use. STATUTORY WARRANTY DEED Japanese International Baptist Church, Grantor,whose address is 8500 SW Spruce St., U Tigard, OR 97223, conveys and warrants to CITY OF TIGARD, an Oregon municipal corporation, Grantee, whose address is 13125 SW Hall Blvd, Tigard, OR 97223 the following 2 described real property free of encumbrances except as specifically set forth herein: See Exhibit A attached hereto. CC The true consideration for this conveyance is Two Hundred Twenty-Five Thousand and No/100 ($225,000.00) Dollars. This conveyance is made subject to the matters set forth on Exhibit B attached hereto. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL,AS DEFINED IN ORS 92.010 OR 215.010,TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL,TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES,AS DEFINED IN ORS 30.930,AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY,UNDER ORS 195.300, 195.301 AND Page 1 —Statutory Warranty Deed 50014-70846 Statutory Warranty Deed-JIBC,docxlAM✓/04/2014 AFTER RECORDING RETURN TO: City of Tigard Attn: City Manager City Hall 13125 SW Hall Blvd Tigard OR 97223 UNTIL A CHANGE IS REQUESTED SEND TAX STATEMENTS TO: City of Tigard Attn: City Manager City Hall 13125 SW Hall Blvd Tigard OR 97223 This space is reserved for recorder's use. STATUTORY WARRANTY DEED Japanese International Baptist Church, Grantor, whose address is 8500 SW Spruce St., 0 Tigard, OR 97223, conveys and warrants to CITY OF TIGARD, an Oregon municipal W corporation, Grantee, whose address is 13125 SW Hall Blvd, Tigard, OR 97223 the following described real property free of encumbrances except as specifically set forth herein: See Exhibit A attached hereto. CC The true consideration for this conveyance is Two Hundred Twenty-Five Thousand and No/100 ($225,000.00) Dollars. This conveyance is made subject to the matters set forth on Exhibit B attached hereto. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300, 195.301 AND Page 1 — Statutory Warranty Deed 50014-70846 Statutory Warranty Deed-JIBC.docx\AMJ/Ul4/2014 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. ;In DATED this '/7 day of i j�t1 y , 2014. Japanese Internatio al Baptist Church By: /' :AV` '',G% Name: Ad ,f r k# Its: . r Air Japanese Internationa . Churc By: . A % ----C_ Nam- Au 'swr 2.ce .s.-4LA Its: Z-_"R 7:4 STATE OF OREGON ) ss. County of d as ) This instrument was acknowledged before me on /—i y — , 2014 by in/Jet /6. 9/44/as JY',eS7Gtiilir and/naffs uA We/9'A" s TeTeirmtriry of the Japanese International Baptist Church. 4, I °■ . . ' PUBLIC FOR O'i O y Commission Expires: L/ / ACCEPTED: GRANTEE ,•'.. OFFICIAL SEAL JULIE R WRIGHT IL • ' f NOTARY PUBLIC-OREGON CITY OF TIGARD, an Oregon municipal corporation COMMISSION NO. 466444 MYCOMMISS ION EXPIRES APRIL 24,2016 By: Name: Its: Page 2—Statutory Warranty Deed 500/4-70846 Statutory Warranty Deed-JIBC.docx∎AM✓ivl42o/4 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17,CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7,CHAPTER 8, OREGON LAWS 2010. DATED this day of , 2014. Japanese International Baptist Church By:Name: Its: Japanese International Baptist Church By: Name: Its: STATE OF OREGON } ss. County of-_-, This instrument was acknowledged before me on , 2014 by as and as of the Japanese International Baptist Church. NOTARY PUBLIC FOR OREGON My Commission Expires: ACCEPTED: GRANTEE CITY OF TIGARD, an Oregon municipal corporation By• Name: i r 4 A.` Its: t ma di Cc Page 2—Statutory Warranty Deed 50014-.'0846 Statutory Warranty Deed-JIBC.docxL4w/1/13/2014 STATE OF OREGON ) ,r �_ )ss. County of ° aS1 Ili la-it 11 ) This instrument was acknowledged before me on JA-N 14 , 2014, by Mi I1T'1 L Wi NE as P,j12- 0f the City of Tigard,an Oregon municipal corporation. /'• NOT 'Y PUBLIC FOR OREGON My Commission Expires: /0 /U—/ OFFICIAL SEAL Y 4 GREER A GASTON :;,� NOTARY PUBLIC - OREGON COMMISSION NO.461407 MY COMMISSION EXPIRES OCTOBER 10,2015 Page 3 —Statutory Warranty Deed 50014.70846 S1arufoiy Warranty Deed-]IBC.docxlAMJ/1/13'2014 Exhibit A LEGAL DESCRIPTION: Real property in the County of Washington, State of Oregon, described as follows: A tract of land in the Southwest one-quarter of Section 36,Township 1 South, Range 1 West of the Willamette Meridian, in the City of Tigard, County of Washington and State of Oregon, being a portion of Parcel III of that tract of land conveyed to Japanese International Baptist Church by Warranty Deed reocrded December 16, 1998 as Recording No. 98142256,Washington County Deed Records, and being more particularly described as follows: Beginning at a 2-inch brass disk marking the Northwest corner of the George Richardson Donation Land Claim No. 55; thence South 00°13'34" West 474.47 feet to the Northwest corner of that tract of land conveyed to Gatehouse LLC as Parcel 2 of Deed Document No. 2006-085868; thence, along the North line of said Gatehouse Tract, South 88°58'05" East 158.33 feet to a found 5/8 inch iron rod at the Northeast corner of said Gatehouse tract and the true point of beginning; thence South 86°36'18" East 158.66 feet to a 5/8 inch iron rod with yellow plastic cap marked "SR Design" set on the Southerly right-of-way line of SW Steve Street at the Northwest corner of Lot 12 of the plat of STEVE &HUGHIE'S PLACE; thence, along the West line of said plat of STEVE & HUGHIE'S PLACE, South 00°11'00" West 374.76 feet to a found 5/8 inch iron rod with yellow plastic cap marked "Marx&Assoc." at the Northeast corner of Tract "A" of the plat of ASH CREEK MEADOWS; thence, along the North line of said plat of ASH CREEK MEADOWS, North 87°51'34" West 158.62 feet to a found 5/8 inch iron rod with yellow plastic cap marked "Marx &Assoc." at the Northwest corner of said plat of ASH CREEK MEADOWS and the East line of said Gatehouse tract; thence, along the East line of said Gatehouse tract, North 00°12'03" East 378.23 feet to the point of beginning. Exhibit A 500/4-70846 Statutory Warranty Deed-JIBC.docxlAMJ///13/20/4 Exhibit B Taxes, including the current fiscal year, not assessed because of Religous Exemption. If the exempt status is terminated an additional tax may be levied. Account No. R2161905. Easement, including terms and provisions contained therein: Recording Information: September 5, 2000, as Fee No.: 2000071377 In Favor of: The City of Tigard For: Storm Sewer Exhibit B 50014-70846 Statutory Warranty Deed-JIBC.docxtAMJ/I%13/2014 "°' Owner's Policy of Title Insurance • ', First American ek.z. ISSUED BY Schedule A First American Title Insurance Company POLICY NUMBER 2149482 Name and Address of Title Insurance Company: First American Title Insurance Company, 1 First American Way,Santa Ana, CA 92707. File No.: 7072-2149482 Address Reference: Tax Account R2161905, Tigard, Amount of Insurance: $225,000.00 OR 97223 Premium: $572.00 Date of Policy: January 16, 2014 at 8:36 a.m. 1. Name of Insured: City of Tigard, an Oregon municipal corporation 2. The estate or interest in the Land that is insured by this policy is: Fee Simple 3. Title is vested in: City of Tigard, an Oregon municipal corporation 4. The Land referred to in this policy is described as follows: See Exhibit"A" attached hereto and made a part hereof Form 5011400(8/1/09) Page 6 of 8 ALTA Owner's Policy of Title Insurance(6-17-06) "N ' Owner's Policy of Title Insurance First American �_ �!� ISSUED BY Schedule B First American Title Insurance Company POLICY NUMBER 2149482 EXCEPTIONS FROM COVERAGE File No.: 7072-2149482 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. This exception (#5) is hereby waived without additional cost in accordance with the provisions of the Oregon Title Insurance Rating Manual provision 5.001 A 5 PROVIDED a Lender has been issued a simultaneous title insurance policy on the subject property and to the extent this exception has been eliminated or modified on said Lender's policy. 6. Taxes, including the current fiscal year, not assessed because of Religous Exemption. If the exempt status is terminated an additional tax may be levied. Account No. R2161905. 7. Easement, including terms and provisions contained therein: Recording Information: September 5, 2000, as Fee No.: 2000071377 In Favor of: The City of Tigard For: Storm Sewer 8. Easement Agreement, including terms and provisions thereof. Recorded: January 16, 2014 as Fee No. 2014-002583 Form 5011400(8/1/09) Page 7 of 8 ALTA Owner's Policy of Title Insurance(6-17-06) ' yam• �..y,^µY F1.. First Amer wan ISSUED BY First American Title Insurance Company IExh i bit A POLICY NUMBER 5011400-2149482 File No.: 7072-2149482 THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF Washington, STATE OF OR, AND IS DESCRIBED AS FOLLOWS: A tract of land in the Southwest one-quarter of Section 36, Township 1 South, Range 1 West of the Willamette Meridian, in the City of Tigard, County of Washington and State of Oregon, being a portion of Parcel III of that tract of land conveyed to Japanese International Baptist Church by Warranty Deed reocrded December 16, 1998 as Recording No. 98142256, Washington County Deed Records, and being more particularly described as follows: Beginning at a 2-inch brass disk marking the Northwest corner of the George Richardson Donation Land Claim No. 55; thence South 00°13'34" West 474.47 feet to the Northwest corner of that tract of land conveyed to Gatehouse LLC as Parcel 2 of Deed Document No. 2006-085868; thence, along the North line of said Gatehouse Tract, South 88°58'05" East 158.33 feet to a found 5/8 inch iron rod at the Northeast corner of said Gatehouse tract and the true point of beginning; thence South 86°36'18" East 158.66 feet to a 5/8 inch iron rod with yellow plastic cap marked "SR Design" set on the Southerly right-of-way line of SW Steve Street at the Northwest corner of Lot 12 of the plat of STEVE &HUGHIE'S PLACE; thence, along the West line of said plat of STEVE &HUGHIE'S PLACE, South 00°11'00" West 374.76 feet to a found 5/8 inch iron rod with yellow plastic cap marked "Marx&Assoc." at the Northeast corner of Tract "A" of the plat of ASH CREEK MEADOWS; thence, along the North line of said plat of ASH CREEK MEADOWS, North 87°51'34" West 158.62 feet to a found 5/8 inch iron rod with yellow plastic cap marked "Marx &Assoc." at the Northwest corner of said plat of ASH CREEK MEADOWS and the East line of said Gatehouse tract; thence, along the East line of said Gatehouse tract, North 00°12'03" East 378.23 feet to the point of beginning. Form 5011400(8/1/09) Page 8 of 8 ALTA Owner's Policy of Title Insurance(6-17-06) Washington County,Oregon 2014-002583 Stn=1 C WHITE 01/16/2014 08:36:15 AM Stn AFTER RECORDING RETURN TO: $55.00$11.00$5.00$20.00 $91.00 I,Richard Hobernicht,Director of Assessment and Taxation and Ex. City of Tigard Officio County Clerk for Washington County,Oregon,do hereby certify that the within instrument of writing was received and Attn: City Manager, City Hall recorded in the book of records of said county. 13125 SW Hall Blvd. Richard Hobernicht,Director of Assessment and Taxation,Ex-Officio Tigard, OR 97223 UNTIL A CHANGE IS REQUESTED SEND TAX STATEMENTS TO: City of Tigard Attn: City Manager, City Hall 13125 SW Hall Blvd. Tigard, OR 97223 r- _ This space provided for recorder's use. EASEMENT AGREEMENT 7.-4HIS EA MENT AGREEMENT("Agreement") is made and entered into on the /11 day of eurvi y 2014("Effective Date") by and between Japanese International Baptist Church, an Oregon nonprofit("Grantor")and the City of Tigard an Oregon municipal corporation("Grantee"). U CC RECITALS A. Grantor and Grantee are parties to a Purchase and Sale Agreement executed on or about September 4, 2013 (the"Purchase Agreement") in which Grantee agreed to purchase from to Grantor the property described in Exhibit A. Grantor is the record owner of the real property CC City Tigard, Oregon,in the Cit of Ti ard, O on, described on the attached and incorporated Exhibit B g ("Grantor's Property"). B. Section 5.2 of the Purchase Agreement specifies that the Parties shall execute this Agreement to provide for an easement across Grantor's Property to allow for bicycle and pedestrian access to Grantee's property. The purpose of this Easement Agreement is to satisfy the requirements of Section 5.2 of the Purchase Agreement, as it relates to the easement. C. Grantor agrees to grant and City agrees to accept the easement pursuant to the terms of this Agreement. AGREEMENT NOW,THEREFORE,for and in consideration of the performance of Grantor and Grantee pursuant to the Purchase Agreement, and of performance of the mutual covenants, agreements, conditions and stipulations contained herein, it is mutually agreed by and between the Parties as follows: Page 1—Easement Agreement 50014-70846 Eascmenl Agrremen!-JIBC.doceUMJ/111 3/2014 AFTER RECORDING RETURN TO: City of Tigard Attn: City Manager, City Hall 13125 SW Hall Blvd. Tigard, OR 97223 UNTIL A CHANGE IS REQUESTED SEND TAX STATEMENTS TO: City of Tigard Attn: City Manager, City Hall 13125 SW Hall Blvd. Tigard, OR 97223 r-) This space provided for recorder's use. EASEMENT AGREEMENT HIS EAMENT AGREEMENT ("Agreement") is made and entered into on the l I/ day of �./ Attar 2014 ("Effective Date") by and between Japanese International Baptist Church, an Oregon nonprofit("Grantor") and the City of Tigard an Oregon municipal corporation ("Grantee"). U RECITALS A. Grantor and Grantee are parties to a Purchase and Sale Agreement executed on or about September 4, 2013 (the "Purchase Agreement") in which Grantee agreed to purchase from Grantor the property described in Exhibit A. Grantor is the record owner of the real property Ly located in the City of Tigard, Oregon, described on the attached and incorporated Exhibit B ("Grantor's Property"). B. Section 5.2 of the Purchase Agreement specifies that the Parties shall execute this Agreement to provide for an easement across Grantor's Property to allow for bicycle and pedestrian access to Grantee's property. The purpose of this Easement Agreement is to satisfy the requirements of Section 5.2 of the Purchase Agreement, as it relates to the easement. C. Grantor agrees to grant and City agrees to accept the easement pursuant to the terms of this Agreement. AGREEMENT NOW, THEREFORE, for and in consideration of the performance of Grantor and Grantee pursuant to the Purchase Agreement, and of performance of the mutual covenants, agreements, conditions and stipulations contained herein, it is mutually agreed by and between the Parties as follows: Page 1—Easement Agreement 50014-70846 Easement Agreement-JIBC.dncx\AMJ/1//3/2014 SECTION 1. DEFINITIONS 1.1 Easement Area. "Easement Area" shall be that area described and depicted on the attached and incorporated Exhibit C. 1.2 Party or Parties. "Party" or "Parties" shall mean Grantor and Grantee, together with their successors and permitted assigns. SECTION 2. EASEMENTS 2.1 Scope of Easement. Grantor grants to Grantee an exclusive easement over the Easement Area, which includes the right, privilege, and authority to the Grantee to construct, build, patrol, operate, replace, and maintain thereon permanent pedestrian, and bicycle pathway access, with all appurtenances incident thereto or necessary therewith for the use by Grantee and the public, including such renewals, repairs, replacements, and removals as may from time to time be required. It also includes incidental vehicle access for authorized service vehicles. 2.2 Consideration. The Purchase Price, to be paid on the same day as the Effective Date is One Thousand, two hundred fifty and no/100 dollars ($1,250.00). The Parties contemplate entering into an additional purchase agreement where Grantor would purchase additional property from Grantee, including the Easement Area. The Parties agree that the easement Purchase Price will be applied to any purchase price for any sale from Grantor to Grantee of additional property that includes the Easement Area. 2.3 Fence. The Parties agree that, within ninety (90) days of the Effective Date, Grantee shall build a fence along the north boundary of the Steve Street right-of-way as depicted on the attached and incorporated Exhibit D. The fence will be a 6 foot high, chain link fence ("Fence"). SECTION 3. LIENS. Grantee shall keep the Easement Area free from any and all liens arising out of any work performed, materials furnished to or obligations incurred in connection with this Agreement. If a lien is filed, Grantee shall, within thirty (30) days after the date of the imposition of any such lien, pay the lien claim in full, unless it desires to contest any such lien claim, in which case the Party shall, within such thirty (30)-day period and as a condition precedent to its right to so contest, record a bond executed by a corporation authorized to issue surety bonds in the State of Oregon to the effect that the principal on the bond shall pay the amount of the claim and all costs and attorney fees that are awarded against the land on account of the lien. The bond shall be in such amount as may be required by Oregon law(see ORS 87.076(1))to release the lien from the affected Property. SECTION 4. INDEMNIFICATION. Grantee hereby indemnifies and saves the other Party harmless from any and all liability, damage, expense, causes of action, suits, claims, or judgments arising from personal injury, death, or property damage and occurring on or from its use of the Easement Area. SECTION 5. INSURANCE. Grantee shall maintain at all times, at its expense, comprehensive public liability insurance and property damage liability insurance in respect of Page 2—Easement Agreement 50014-70846 Easement Agreement-REC..dncx\AMJ/1/!?/20/4 the Lot with Two Million and No/100 Dollars ($2,000,000.00) minimum combined single limit coverage, or its equivalent. SECTION 6. MISCELLANEOUS 6.1 Severability. If any provision of this Agreement, or the application thereof to any person or circumstances shall, to any extent, be held invalid, inoperative or unenforceable, the remainder of this Agreement, or the application of such provision, to any other person or circumstance shall not be affected thereby. The remainder of this Agreement shall be given effect as if such invalid or inoperative portion had not been included. It shall not be deemed that any such invalid provision affects the consideration for this Agreement and each provision hereof shall be valid and enforceable to the fullest extent permitted by law. 6.2 Oregon Law. This Agreement shall be construed in accordance with the laws of the State of Oregon. Venue shall be in Washington County Circuit Court. 6.3 Notices. All notices, approvals, consents or requests given or made pursuant to this Agreement shall be (a) upon receipt by personal delivery when written acknowledgment of receipt thereof is given, (b) if given by United States mail, certified mail, return receipt requested, with postage prepaid,two (2) days after it is deposited in the mail, or(c) if given by a nationally recognized overnight carrier prepaid for next business day delivery. Notices shall be addressed as follows until a new address for notices shall be designated by notice in the manner provided in this paragraph to all other Parties: If to Grantor: Japanese International Baptist Church 800 SW Spruce St. Tigard, OR 97223 Fax: ( ) - If to Grantee: City of Tigard Attn: Marty Wine, City Manager City Hall 13125 SW Hall Blvd Tigard, OR 97223 Fax: (503) 684-7297 with a copy to: Jordan Ramis PC Two Centerpointe Drive, 6th Floor Lake Oswego, OR 97035 Fax: (503) 598-7373 6.4 Headings. The headings herein are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this document nor in any way affect the terms and provisions hereof. 6.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto in regard to the subject matter stated herein. The Parties do not rely upon any statement, promise or representation not herein expressed, and this Agreement once executed and Page 3—Easement Agreement 50014-70846 Ememenl Agreement-JIBCdncxlAM//l//3/10!4 delivered shall not be modified or altered in any respect except by a writing executed and delivered by the Parties hereto, or their successors or assigns. 6.6 Duration. Unless otherwise canceled or terminated, the easement and rights granted in this Agreement, and the obligations herein, shall continue in perpetuity. 6.7 Recording. The fully executed original of this Agreement will be duly recorded in the Deed Records of Washington County. 6.8 Termination. In the event Grantee determines this Agreement will no longer serve a public purpose, Grantee may terminate this Easement Agreement by recording a Termination of Easement with the Washington County Recorder. 6.9 Legal Effect and Assignment. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors, and assigns. This Easement Agreement may be enforced by an action at law or in equity. 6.10 Legal Action/Attorney Fees. If a suit, action, or other proceeding of any nature whatsoever (including any proceeding under the U.S. Bankruptcy Code) is instituted in connection with any controversy arising out of this Agreement or to interpret or enforce any rights or obligations hereunder, the prevailing party will be entitled to recover attorney, paralegal, accountant, and other expert fees and all other fees, costs, and expenses actually incurred and reasonably necessary in connection therewith, as determined by the court or body at trial or on any appeal or review, in addition to all other amounts provided by law. 6.11 Nonwaiver. Any failure to enforce any provision of this Agreement will not be deemed a waiver of the right to enforce that provision or any other provision of this Agreement. 6.12 Severability. If any provision of this Agreement is found to be void or unenforceable, it is the intent of the Parties that the rest of the Agreement will remain in full force and effect, to the greatest extent allowed by law. 6.13 Modification. This Agreement may not be modified unless signed by Grantor and Grantee and the modification is recorded. 6.14 Runs with the Land. This Easement Agreement and the rights and obligations contained herein will be perpetual and will run with the land. 6.15 Time of the Essence. Time is of the essence in performance of this Agreement. 6.16 Representations & Authority. The individual executing this Agreement on behalf of Grantor represents and warrants to Grantee that he/she has the full power and authority to do so on behalf of the Grantor, who is the legal owner of Grantor's Property and to bind said owner to the terms of this Agreement. [Signature and Acknowledgments Follow on Next Page] Page 4—Easement Agreement 50014-70846 Easement Agreement-./IBC.clncxAl✓I71 13-2014 IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first written above. Japanese International Baptist Church By J4 Name: ,lu/ ‘,". , Its: Japanese International Baptist Church By: ; '. Na •: McIT:54: W5r4. 4 Its: S C.f(), ;17-3,4" STATE OF OREGON ) C�L1/ui C(/Vl l l(i(_J ) ss. County of ) This instrument was acknowledged before me on /-"/ 11 2014 by ,27iX N- yOiay asF/'S/ 'br* and Mil is tko livep 56t k as &e4/2 iy— of the Japanese International Baptist Church. f; , OFFICIAL SEAL 1) /J /�,41.-j JULIE Ft WRIGHT L " L, t" rL NOTARY PUBLIC bREGON f. COMMISSION N0, 466444 Nt ■• "'Y PUBLIC FOR O GON MY COMMISSION EXPIRES APRIL 24 2016 � f--�� -�---- - i M' Commission Expires: GRANTEE CITY OF TIGARD, an Oregon municipal corporation By: Name: Its: Page 5—Easement Agreement 500/4-70846 Easement Agreement-.l/BC.dacxlAMJ////3/20/4 IN WITNESS WHEREOF,the Parties have executed this Agreement the day and year first written above. Japanese International Baptist Church By: Name: Its: Japanese International Baptist Church By: _ _.�... Name: Its: STATE OF OREGON ) ) ss. County of ) This instrument was acknowledged before me on ,2014 by as and as of the Japanese International Baptist Church. NOTARY PUBLIC FOR OREGON My Commission Expires: GRANTEE CITY OF TIGARD,an Oregon municipal corporation Name: Marl-1,4v L• GUI Oar Its: MGtrR't45e_r- Page 5—Easement Agreement 50014-70846 Eaeement Agreement-J!BCdoc.t4MJ/1/13/20J4 STATE OF OREGON ) )ss. County of 'W$S N u.1G�D l�) This instrument was acknowledged before me on JAM 14 ,2014,by NI WZTY L VI(1 Nt✓ as £sTi Nl A NH-Cat✓Rif the City of Tigard, an Oregon municipal corporation. N4 ,.-7/7:70111- 7171472 ARY PUBLIC FOR OREGON My Commission Expires: ID-lb-15- e OFFICIAL SEAL GREER A GASTON NOTARY PUBLIC - OREGON �cu1 COMMISSION NO. 461407 MY COMMISSION EXPIRES OCTOBER 10,2015 Page 6—Easement Agreement 50014-70846 E®emenf Agreem n-.118C.dxxW4U/1/13/2014 EXHIBIT A Grantor's Property Real property in the County of Washington,State of Oregon,described as follows: A tract of land in the Southwest one-quarter of Section 36,Township 1 South,Range 1 West of the Willamette Meridian,in the City of Tigard,County of Washington and State of Oregon,being a portion of Parcel III of that tract of land conveyed to Japanese International Baptist Church by Warranty Deed reoarded December 16,1998 as Recording No.98142256,Washington County Deed Records,and being more particularly described as follows: Beginning at a 2-inch brass disk marking the Northwest corner of the George Richardson Donation Land Oaim No.55;thence South 00°1334"West 474.47 feet to the Northwest corner of that tract of land conveyed to Gatehouse LLC as Parcel 2 of Deed Document No.2006-085868; thence,along the North line of said Gatehouse Tract,South 88°58'05"East 158.33 feet to a found 5/8 inch iron rod at the Northeast corner of said Gatehouse tract and the true point of beginning;thence South 86°36'18"East 158.66 feet to a 5/8 inch iron rod with yellow plastic cap marked"SR Design"set on the Southerly right- of-way line of SW Steve Street at the Northwest corner of Lot 12 of the plat of STEVE&HUGHIE'S PLACE; thence,along the West line of said plat of STEVE&HUGHIE'S PLACE,South 00°11'0D'West 374.76 feet to a found 5/8 Inch Iron rod with yellow plastic cap marked"Marx&Assoc."at the Northeast corner at Tract"A"of the plat of ASH CREEK MEADOWS;thence,along the North line of said plat of ASH CREEK MEADOWS,North 87°51'34"West 158.62 feet to a found 5/8 inch iron rod with yellow plastic cap marked"Marx&Assoc."at the Northwest corner of said plat of ASH CREEK MEADOWS and the East line of said Gatehouse tract;thence,along the East line of said Gatehouse tract,North 00°12'03"East 378.23 feet to the point of beginning. Exhibit A 30019-70846&semen(ofgreemenl.J!BC.d°cr1AMJ/!/!3/2014 EXHIBIT B Description of Grantor's Property Order $(oe 193595 LSOAL Dst3I0p PARCEL 1: A tract of land in the Southwest quarter of Section 36, Township 1 South, Range 1 West Willamette Meridian, in the County of Washington and State of Oregon, being more particularly described as follows) BEGINNING et the Northwest corner of the George Richardson Donation Land Claim No. 38 end 55 in Township 1 South, Range 1 West of the Willamette Meridian: running thence Bast on the North boundary line of said Donation Land Claim 3.40 1/4 chains, thence South parallel with the West boundary line of said Donation Land Claim 7.19 3/4 chains) thence West 2.45 1/4 chains, thence North 7.19 3/4 chains to the place of beginning. PARCEL Ii: ' The Bast 85 feet of Block M. METZGER ACRE TRAC7B, in the County of Washington and State of Oregon. PARCEL III: A tract of land situated in the Northwest one-quarter of the Southwest one-quarter of Section 36, Township 1 South, Range 1 West of the Willamette Meridian, in the county of Washington and state of Oregon, being more particularly described as follows: BaGINBIIPO at the Northeast corner of that certain tract of land conveyed to Robert L. Camelia, et ux, by deed recorded and described by Recorder's Pee No. 79-29716 Deed Records of said County) said point of beginning bears North D°11'00' Hest, 1059.50 feet from the initial point of the duly recorded plat of STEVE a RUGHIR'8 PLACE: thence South 0°11'00" West, along the Bast line of said Comella Tract (and it's Southerly extension), a distance of 581.46 feat to an iron rod and the Southeast corner of the Japanese International Baptist Church Tract as described in deed recorded es Recorder's Pee No. 90027061: thence North 87°53'046 West, parallel with the south line of said Comella Tract, and along the South line of said Japanese International Tract, a distance of 158.64 feet to an iron rod in the Southerly extension of the West line thereof; thence North 0°11'00" Best, along said Southerly extension. (and said West line), s distance of 578,18 feet to the Northwest corner of said comella Tract: thence South 89°05'00° East, along the North line thereof, a distance of 158.56 feet to the point of beginning. ?me Exh ib it B 50014-70846 Easement Agreement-J1BC.docx\AMJ/l/13/2014 EXHIBIT C Easement Area EXHIBIT `A' A PORTION OF THOSE LANDS DESCRIBED IN WASHINGTON COUNTY DEED DOCUMENT NUMBER 2008-044503. LOCATED IN THE SOUTHWEST ONE- QUARTER OF SECTION 36, TOWNSHIP 1 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON, AS SHOWN ON THE ATTACHED EXHIBIT `A.1' AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 12 OF THE PLAT "STEVE & HUGHIE'S PLACE", SAID POINT BEING ON THE SOUTH RIGHT-OF-WAY LINE OF S.W. STEVE STREET (COUNTY ROAD 2386); THENCE ALONG THE NORTH LINE OF PARCEL 3, AS DESCRIBED IN WASHINGTON COUNTY DEED DOCUMENT NUMBER 2008-044503, NORTH 86°36'18" WEST, 25.04 FEET; THENCE ALONG A LINE PARALLEL WITH AND 25.00 FEET WESTERLY OF THE WEST LINE OF SAID PLAT "STEVE & HUGHIE'S PLACE", NORTH 00°11'00" EAST, 25.04 FEET; THENCE ALONG A LINE PARALLEL WITH AND 25.00 FEET NORTHERLY OF SAID NORTH LINE, SOUTH 86°36'18" EAST, 25.04 FEET TO A POINT ON SAID WEST LINE; THENCE SOUTH 00°11'00" WEST, 25,04 FEET TO THE POINT OF BEGINNING. CONTAINING 626 SQUARE FEET MORE OR LESS. REGISTERED PROFESSIONAL LAND SURVEYOR .7 , /i OREGON - 4 PREPARED BY CESNW, INC. DECEMBER RYAN H. GODSEY7 65604 RENEWS: 6/30/13 Exhibit C 50014-70846 Easement Agreement-.118C.docx\AN11/1/13/2014 r 1 EXHIBIT 'A.1' LOCATED IN THE SOUTHWEST 1/4 OF SECTION 36, TOWNSHIP 1 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON r" REGISTERED PROFESSIONAL LAND SURVEYOR - Zjer \5'' a ti ,C) ' y\, ,s , 0 ( 4/? r `.c OREGON y' DECEMBER 13, 2007 ' . RYAN H. GODSEY 65604 RENEWS: 6/30/13 S.— STREET N RI.UG �ayC+'' TRACT N ,A' ,gyp`V PSL — - — _ S86°3618"E Z ,©4' — — — —� SW STEVE ST (CR 32 86) _,..... W STREET PLUG Cs rr TRACT - o 'A' o N 0 n 0 Q - I o 0 v? _.__.i_ N86°36'18"W 25.44'-------7 b�Rp(�Y'��3 FiFG1NN NG `b"3^6' 10 5 0 10 SCALE 1" = 10' L \ \ 731g40 rsdw 6rpeaoan y,9.7.2 254 3 503.968.6655 www.ccsnw,com DATE 3 06.05- Exhibit C 50014-70846 Easement Agreement-.1/BC.doexLMJ/1i13/2014 Owner's Policy of Title Insurance '� First American ISSUED BY First American Title Insurance Company POLICY NUMBER Owner s Policy Y 5011400-2149482 Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to the Company at the address shown in Section 18 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 California corporation (the "Company") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, 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 tLE INS AI °9i++' c ; c' . Dennis J. Gilmore SEPTEMBER 24, 1 President 1968 "1/F0110 '2":"Tr. Timothy Kemp Secretary (This Policy is valid only when Schedules A and B are attached) This Jacket was created electronically and constitutes an original document 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 5011400(8/1/09) Page 1 of 8 ALTA Owner's Policy of Title Insurance(6-17-06) COVERED RISKS(Continued) 5. 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. Title being vested other than as stated in Schedule A or being defective (a) as a result of the avoidance in whole or in part,or from a court order providing an alternative remedy,of a transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy,state insolvency,or similar creditors'rights laws;or (b) because the instrument of transfer vesting Title as shown in Schedule A 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. 10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 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 deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. 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 Records at Date of Policy, but Known to the Insured Claimant this policy, and the Company will not pay loss or damage, costs, and not disclosed in writing to the Company by the Insured attorneys'fees,or expenses that arise by reason of: Claimant prior to the date the Insured Claimant became an 1. (a) Any law, ordinance, permit, or governmental regulation Insured under this policy; (including those relating to building and zoning) restricting, (c) resulting in no loss or damage to the Insured Claimant; regulating, prohibiting,or relating to (d) attaching or created subsequent to Date of Policy (however, (i) the occupancy, use,or enjoyment of the Land; this does not modify or limit the coverage provided under (ii) the character, dimensions, or location of any Covered Risk 9 and 10);or improvement erected on the Land; (e) resulting in loss or damage that would not have been (iii) the subdivision of land;or sustained if the Insured Claimant had paid value for the Title. (iv) environmental protection; 4. Any claim, by reason of the operation of federal bankruptcy, state or the effect of any violation of these laws, ordinances, or insolvency, or similar creditors' rights laws, that the transaction governmental regulations. This Exclusion 1(a) does not vesting the Title as shown in Schedule A,is modify or limit the coverage provided under Covered Risk (a) a fraudulent conveyance or fraudulent transfer;or 5' (b) a preferential transfer for any reason not stated in Covered (b) Any governmental police power. This Exclusion 1(b) does Risk 9 of this policy. not modify or limit the coverage provided under Covered 5. Any lien on the Title for real estate taxes or assessments imposed Risk 6. by governmental authority and created or attaching between Date 2. Rights of eminent domain. This Exclusion does not modify or of Policy and the date of recording of the deed or other instrument limit the coverage provided under Covered Risk 7 or 8. of transfer in the Public Records that vests Title as shown in 3. Defects, liens,encumbrances,adverse claims,or other matters Schedule A. (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company,not recorded in the Public Form 5011400(8/1/09) Page 2 of 8 ALTA Owner's Policy of Title Insurance(6-17-06) CONDITIONS 1. DEFINITION OF TERMS notice of matters relating to real property to purchasers for The following terms when used in this policy mean: value and without Knowledge. With respect to Covered Risk (a) "Amount of Insurance": The amount stated in Schedule A, 5(d), "Public Records" shall also include environmental as may be increased or decreased by endorsement to this protection liens filed in the records of the clerk of the United policy, increased by Section 8(b), or decreased by Sections States District Court for the district where the Land is located. 10 and 11 of these Conditions. (j) "Title":The estate or interest described in Schedule A. (b) "Date of Policy":The date designated as"Date of Policy"in (k) "Unmarketable Title": Title affected by an alleged or apparent Schedule A. matter that would permit a prospective purchaser or lessee of (c) "Entity": A corporation, partnership, trust, limited liability the Title or lender on the Title to be released from the company,or other similar legal entity. obligation to purchase, lease, or lend if there is a contractual (d) "Insured":The Insured named in Schedule A. condition requiring the delivery of marketable title. (i) The term"Insured"also includes 2. CONTINUATION OF INSURANCE (A) successors to the Title of the Insured by The coverage of this policy shall continue in force as of Date of operation of law as distinguished from purchase, Policy in favor of an Insured, but only so long as the Insured including heirs, devisees, survivors, personal retains an estate or interest in the Land, or holds an obligation representatives,or next of kin; secured by a purchase money Mortgage given by a purchaser from (B) successors to an Insured by dissolution, merger, the Insured, or only so long as the Insured shall have liability by consolidation,distribution,or reorganization; reason of warranties in any transfer or conveyance of the Title. (C) successors to an Insured by its conversion to This policy shall not continue in force in favor of any purchaser another kind of Entity; from the Insured of either(i) an estate or interest in the Land, or (D) a grantee of an Insured under a deed delivered (ii) an obligation secured by a purchase money Mortgage given to without payment of actual valuable consideration the Insured. conveying the Title 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT (1) if the stock, shares, memberships, or other The Insured shall notify the Company promptly in writing (i) in equity interests of the grantee are wholly- case of any litigation as set forth in Section 5(a) of these owned by the named Insured, Conditions, (ii) in case Knowledge shall come to an Insured (2) if the grantee wholly owns the named hereunder of any claim of title or interest that is adverse to the Insured, Title, as insured, and that might cause loss or damage for which (3) if the grantee is wholly-owned by an the Company may be liable by virtue of this policy, or (iii) if the affiliated Entity of the named Insured, Title,as insured, is rejected as Unmarketable Title.If the Company provided the affiliated Entity and the named is prejudiced by the failure of the Insured Claimant to provide Insured are both wholly-owned by the same prompt notice, the Company's liability to the Insured Claimant person or Entity,or under the policy shall be reduced to the extent of the prejudice. (4) if the grantee is a trustee or beneficiary of a 4. PROOF OF LOSS trust created by a written instrument In the event the Company is unable to determine the amount of established by the Insured named in loss or damage, the Company may, at its option, require as a Schedule A for estate planning purposes. condition of payment that the Insured Claimant furnish a signed (ii) With regard to (A), (B), (C), and (D) reserving, proof of loss. The proof of loss must describe the defect, lien, however, all rights and defenses as to any successor encumbrance, or other matter insured against by this policy that that the Company would have had against any constitutes the basis of loss or damage and shall state, to the predecessor Insured. extent possible, the basis of calculating the amount of the loss or (e) "Insured Claimant": An Insured claiming loss or damage. damage. (f) "Knowledge" or "Known": Actual knowledge, not 5. DEFENSE AND PROSECUTION OF ACTIONS constructive knowledge or notice that may be imputed to (a) Upon written request by the Insured, and subject to the an Insured by reason of the Public Records or any other options contained in Section 7 of these Conditions, the records that impart constructive notice of matters affecting Company, at its own cost and without unreasonable delay, the Title. shall provide for the defense of an Insured in litigation in (g) "Land": The land described in Schedule A, and affixed which any third party asserts a claim covered by this policy improvements that by law constitute real property. The adverse to the Insured.This obligation is limited to only those term "Land"does not include any property beyond the lines stated causes of action alleging matters insured against by of the area described in Schedule A, nor any right, title, this policy. The Company shall have the right to select interest, estate, or easement in abutting streets, roads, counsel of its choice (subject to the right of the Insured to avenues, alleys, lanes, ways, or waterways, but this does object for reasonable cause) to represent the Insured as to not modify or limit the extent that a right of access to and those stated causes of action.It shall not be liable for and will from the Land is insured by this policy. not pay the fees of any other counsel. The Company will not (h) "Mortgage": Mortgage, deed of trust, trust deed, or other pay any fees, costs, or expenses incurred by the Insured in security instrument, including one evidenced by electronic the defense of those causes of action that allege matters not means authorized by law. insured against by this policy. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive Form 5011400(8/1/09) Page 3 of 8 ALTA Owner's Policy of Title Insurance(6-17-06) CONDITIONS(Continued) (b) The Company shall have the right, in addition to the 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; options contained in Section 7 of these Conditions, at its TERMINATION OF LIABILITY own cost, to institute and prosecute any action or In case of a claim under this policy, the Company shall have the proceeding or to do any other act that in its opinion may be following additional options: necessary or desirable to establish the Title, as insured, or (a) To Pay or Tender Payment of the Amount of Insurance. to prevent or reduce loss or damage to the Insured. The To pay or tender payment of the Amount of Insurance under Company may take any appropriate action under the terms this policy together with any costs, attorneys' fees, and of this policy, whether or not it shall be liable to the expenses incurred by the Insured Claimant that were Insured. The exercise of these rights shall not be an authorized by the Company up to the time of payment or admission of liability or waiver of any provision of this tender of payment and that the Company is obligated to pay. policy. If the Company exercises its rights under this Upon the exercise by the Company of this option, all liability subsection, it must do so diligently, and obligations of the Company to the Insured under this (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the policy, other than to make the payment required in this Company may pursue the litigation to a final determination subsection,shall terminate, including any liability or obligation by a court of competent jurisdiction, and it expressly to defend,prosecute,or continue any litigation. reserves the right, in its sole discretion, to appeal any (b) To Pay or Otherwise Settle With Parties Other Than the adverse judgment or order. Insured or With the Insured Claimant. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (i) To pay or otherwise settle with other parties for or in the (a) In all cases where this policy permits or requires the name of an Insured Claimant any claim insured against Company to prosecute or provide for the defense of any under this policy. In addition, the Company will pay any action or proceeding and any appeals, the Insured shall costs, attorneys' fees, and expenses incurred by the secure to the Company the right to so prosecute or provide Insured Claimant that were authorized by the Company defense in the action or proceeding, including the right to up to the time of payment and that the Company is use,at its option,the name of the Insured for this purpose. obligated to pay; or Whenever requested by the Company, the Insured, at the (ii) To pay or otherwise settle with the Insured Claimant the Company's expense, shall give the Company all reasonable loss or damage provided for under this policy, together aid (i) in securing evidence, obtaining witnesses, with any costs, attorneys' fees, and expenses incurred prosecuting or defending the action or proceeding, or by the Insured Claimant that were authorized by the effecting settlement, and (ii) in any other lawful act that in Company up to the time of payment and that the the opinion of the Company may be necessary or desirable Company is obligated to pay. to establish the Title or any other matter as insured. If the Upon the exercise by the Company of either of the options Company is prejudiced by the failure of the Insured to provided for in subsections (b)(i) or furnish the required cooperation,the Company's obligations p ( )() (ii), the Company's to the Insured under the policy shall terminate, including obligations to the Insured under this policy for the claimed any liability or obligation to defend, prosecute, or continue loss or damage, other than the payments required to be any litigation, with regard to the matter or matters made, shall terminate, including any liability or obligation to requiring such cooperation. defend, prosecute,or continue any litigation. (b) The Company may reasonably require the Insured Claimant 8. DETERMINATION AND EXTENT OF LIABILITY to submit to examination under oath by any authorized This policy is a contract of indemnity against actual monetary loss representative of the Company and to produce for or damage sustained or incurred by the Insured Claimant who has examination, inspection, and copying, at such reasonable suffered loss or damage by reason of matters insured against by times and places as may be designated by the authorized this policy. representative of the Company, all records, in whatever (a) The extent of liability of the Company for loss or damage medium maintained, including books, ledgers, checks, under this policy shall not exceed the lesser of memoranda, correspondence, reports,e-mails,disks,tapes, (i) the Amount of Insurance; or and videos whether bearing a date before or after Date of (ii) the difference between the value of the Title as insured Policy, that reasonably pertain to the loss or damage. and the value of the Title subject to the risk insured Further, if requested by any authorized representative of against by this policy. the Company, the Insured Claimant shall grant its (b) If the Company in writing, for any authorized representative of ( ) om P an Y pursues its rights under Section 5 of these the Company to examine, inspect, and copy all of these Conditions and is unsuccessful in establishing the Title, as records in the custody or control of a third party that insured, reasonably pertain to the loss or damage. All information (i) the Amount of Insurance shall be increased by 10%,and designated as confidential by the Insured Claimant (ii) the Insured Claimant shall have the right to have the provided to the Company pursuant to this Section shall not loss or damage determined either as of the date the be disclosed to others unless, in the reasonable judgment claim was made by the Insured Claimant or as of the of the Company, it is necessary in the administration of the date it is settled and paid. claim. Failure of the Insured Claimant to submit for (c) In addition to the extent of liability under (a) and (b), the examination under oath, produce any reasonably requested Company will also pay those costs, attorneys' fees, and information, or grant permission to secure reasonably expenses incurred in accordance with Sections 5 and 7 of necessary information from third parties as required in this these Conditions. subsection, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this policy as to that claim. Form 5011400(8/1/09) Page 4 of 8 ALTA Owner's Policy of Title Insurance(6-17-06) CONDITIONS(Continued) 9. LIMITATION OF LIABILITY Association("Rules"). Except as provided in the Rules,there shall (a) If the Company establishes the Title, or removes the be no joinder or consolidation with claims or controversies of alleged defect, lien, or encumbrance, or cures the lack of other persons.Arbitrable matters may include, but are not limited a right of access to or from the Land, or cures the claim to, any controversy or claim between the Company and the of Unmarketable Title, all as insured, in a reasonably Insured arising out of or relating to this policy, any service in diligent manner by any method, including litigation and connection with its issuance or the breach of a policy provision, the completion of any appeals, it shall have fully or to any other controversy or claim arising out of the transaction performed its obligations with respect to that matter and giving rise to this policy. All arbitrable matters when the Amount shall not be liable for any loss or damage caused to the of Insurance is $2,000,000 or less shall be arbitrated at the Insured. option of either the Company or the Insured. All arbitrable (b) In the event of any litigation, including litigation by the matters when the Amount of Insurance is in excess of Company or with the Company's consent, the Company $2,000,000 shall be arbitrated only when agreed to by both the shall have no liability for loss or damage until there has Company and the Insured. Arbitration pursuant to this policy and been a final determination by a court of competent under the Rules shall be binding upon the parties. Judgment jurisdiction, and disposition of all appeals, adverse to the upon the award rendered by the Arbitrator(s) may be entered in Title, as insured. any court of competent jurisdiction. (c) The Company shall not be liable for loss or damage to the 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE Insured for liability voluntarily assumed by the Insured in CONTRACT settling any claim or suit without the prior written consent (a) This policy together with all endorsements, if any, attached of the Company. to it by the Company is the entire policy and contract 10. REDUCTION OF INSURANCE; REDUCTION OR between the Insured and the Company. In interpreting any TERMINATION OF LIABILITY provision of this policy, this policy shall be construed as a All payments under this policy, except payments made for whole. costs, attorneys'fees, and expenses, shall reduce the Amount (b) Any claim of loss or damage that arises out of the status of of Insurance by the amount of the payment. the Title or by any action asserting such claim shall be 11. LIABILITY NONCUMULATIVE restricted to this policy. The Amount of Insurance shall be reduced by any amount the (c) Any amendment of or endorsement to this policy must be in Company pays under any policy insuring a Mortgage to which writing and authenticated by an authorized person, or exception is taken in Schedule B or to which the Insured has expressly incorporated by Schedule A of this policy. agreed, assumed,or taken subject,or which is executed by an (d) Each endorsement to this policy issued at any time is made Insured after Date of Policy and which is a charge or lien on a part of this policy and is subject to all of its terms and the Title, and the amount so paid shall be deemed a payment provisions. Except as the endorsement expressly states, it to the Insured under this policy. does not (i) modify any of the terms and provisions of the 12. PAYMENT OF LOSS policy, (ii) modify any prior endorsement, (iii) extend the When liability and the extent of loss or damage have been Date of Policy,or(iv)increase the Amount of Insurance. definitely fixed in accordance with these Conditions, the 16. SEVERABILITY payment shall be made within 30 days. In the event any provision of this policy, in whole or in part, is 13. RIGHTS OF RECOVERY UPON PAYMENT OR held invalid or unenforceable under applicable law, the policy SETTLEMENT shall be deemed not to include that provision or such part held to (a) Whenever the Company shall have settled and paid a be invalid, but all other provisions shall remain in full force and claim under this policy, it shall be subrogated and entitled effect. to the rights of the Insured Claimant in the Title and all 17. CHOICE OF LAW;FORUM other rights and remedies in respect to the claim that the (a) Choice of Law: The Insured acknowledges the Company has Insured Claimant has against any person or property, to underwritten the risks covered by this policy and the extent of the amount of any loss, costs, attorneys' determined the premium charged therefor in reliance upon fees,and expenses paid by the Company. If requested by the law affecting interests in real property and applicable to the Company, the Insured Claimant shall execute the interpretation, rights, remedies, or enforcement of documents to evidence the transfer to the Company of policies of title insurance of the jurisdiction where the Land these rights and remedies. The Insured Claimant shall is located. permit the Company to sue, compromise, or settle in the Therefore, the court or an arbitrator shall apply the law of name of the Insured Claimant and to use the name of the the jurisdiction where the Land is located to determine the Insured Claimant in any transaction or litigation involving validity of claims against the Title that are adverse to the these rights and remedies. Insured and to interpret and enforce the terms of this If a payment on account of a claim does not fully cover policy. In neither case shall the court or arbitrator apply its the loss of the Insured Claimant,the Company shall defer conflicts of law principles to determine the applicable law. the exercise of its right to recover until after the Insured (b) Choice of Forum: Any litigation or other proceeding brought Claimant shall have recovered its loss. by the Insured against the Company must be filed only in a (b) The Company's right of subrogation includes the rights of state or federal court within the United States of America or the Insured to indemnities, guaranties, other policies of its territories having appropriate jurisdiction. insurance, or bonds, notwithstanding any terms or 18. NOTICES,WHERE SENT conditions contained in those instruments that address Any notice of claim and any other notice or statement in writing subrogation rights. required to be given to the Company under this policy must be 14. ARBITRATION given to the Company at First American Title Insurance Either the Company or the Insured may demand that the claim Company, Attn: Claims National Intake Center, 1 First or controversy shall be submitted to arbitration pursuant to the American Way; Santa Ana, CA 92707. Phone: 888-632- Title Insurance Arbitration Rules of the American Land Title 1642. Form 5011400(8/1/09) Page 5 of 8 ALTA Owner's Policy of Title Insurance(6-17-06) � s PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS BETWEEN: Japanese International Baptist Church, ("Seller") an Oregon nonprofit corporation 800 SW Spruce St. Tigard,OR 97223 And: City of Tigard, ("Purchaser") a Municipal corporation DATED: ot _,2013 ("Effective Date") RECITALS A. Seller owns certain real property in the city of Tigard,county of Washington, Oregon,which is more fully described on the attached and incorporated Exhibit A(the "Property„) B. Seller desires to sell the Property, and Purchaser desires to purchase the Property pursuant to the terms set forth in this Agreement. AGREEMENT NOW, THEREFORE, for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as set forth below. ARTICLE 1 DEFINED TERMS 1.1 Cash. The term"Cash"means(i)United States currency, (ii)a check currently dated and payable to Escrow Holder,or(iii)U.S.funds credited by wire transfer into Escrow Holder's bank account. 1.2 Closing. The process described in Article 9 of this Agreement. 1.3 Closing Date. Closing shall occur on the date that is thirty(30)days after the expiration of the Contingency Period,or on such other date as the parties may agree upon in writing. 1.4 Contingency Period. The period that ends on the date that all of the conditions precedent to Closing are waived by Purchaser or satisfied. 1.5 Deed. A statutory warranty deed in the form of Exhibit B attached hereto which shall be used to convey the Property from Seller to Purchaser. Page 1 - PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 50014-70846 6771644.DOCXIDRF/7/13/1013 t 1.6 Earnest Money. The cash payable to Seller pursuant to Section 2.2 of this . Agreement in the amount of Five Thousand and No/100 Dollars($5,000.00),plus all interest which accrues thereon. 1.7 Easement. The document granting Purchaser a twenty-five(25) foot wide pedestrian,bicycle and access easement to the Property over Seller's adjoining Property, a copy of which is attached and incorporated as Exhibit D. 1.8 Environmental Laws. Any federal, state,or local laws, ordinances, codes, statutes,regulations,administrative rules,policies and orders, and other authority existing now or in the future that classify,regulate, list, or define Hazardous Materials. 1.9 Escrow Holder. First American Title, located at 9200 SE Sunnybrook Blvd, Suite 400, Clackamas, Oregon, 97015,Phone: (503)659-0069. 1.10 Escrow. The escrow opened by Escrow Holder pursuant to this Agreement. 1.11 Hazardous Materials. Any toxic or hazardous substance,material,waste, pollutant,contaminant,or infectious or radioactive material, including but not limited to those substances,materials,waste, chemicals, or mixtures that are(or that contain any)substances, chemicals,compounds,or mixtures regulated, either now or in the future,under any law, rule, regulation,code or ordinance. 1.12 Property. The term"Property"as defined in this Agreement, includes land described in Exhibit A,together with all improvements,rights,privileges, servitudes and appurtenances thereunto belonging or appertaining, including all right,title, and interest of Seller,if any, in and to the streets,alleys, and rights-of-way adjacent to the land,which will be transferred to Purchaser at Closing. 1.13 Property Documents. Any and all documents in Seller's possession or control relating to or affecting the Property, including without limitation,conditional use permits, land use approvals, land use applications,permits, licenses, any agreements related to the Property that will survive Closing,maps,development agreements, surveys and studies relating to the Property prepared by third parties. 1.14 Purchase Price. Cash in the amount of Two Hundred Twenty-Five Thousand and Noll 00 Dollars($225,000.00). ARTICLE 2 EARNEST MONEY AND PURCHASE PRICE 2.1 Sale of Property. Subject to the terms and conditions in this Agreement, Seller agrees to sell the Property to Purchaser,and Purchaser agrees to buy the Property from Seller. 2.2 Earnest Money. Within ten(10)days after the opening of Escrow as set forth in Section 3.1,Purchaser shall deposit the Earnest Money into Escrow. Escrow Holder shall hold the Earnest Money in an interest-bearing account that is FDIC insured,unless the parties approve Page 2- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 50014-70846 6771644.DOCXIDRF17/13/2013 r holding the Earnest Money in a non-interest bearing account. The Earnest Money shall be refundable to Buyer until the Study Period expires or the conditions precedent to Closing set forth in Section 4 of this Agreement are waived in writing by Buyer; thereafter,the Earnest Money shall not be refundable except(i)in the event of a Seller default or(ii) if at Closing Seller shall have failed to cure a disapproved exception to title as provided in Section 4.6 or shall have failed to clear the Property of any tenancies as required by Section 4.8.2. The Earnest Money shall be applicable to the Purchase Price at closing. 2.3 Purchase Price. The Purchase Price shall be paid by Purchaser in Cash to Seller at the Closing. The Earnest Money shall be applied to the Purchase Price. ARTICLE 3 DELIVERIES TO ESCROW HOLDER 3.1 Opening of Escrow. 3.1.1 Within three(3)days after the Effective Date,Purchaser and Seller shall open Escrow by depositing with Escrow Holder a fully executed photocopy of this Agreement for use as escrow instructions. Escrow Holder shall execute the Consent of Escrow Holder which appears at the end of this Agreement and deliver a fully executed consent to Purchaser and Seller. 3.1.2 Purchaser and Seller hereby authorize Escrow Holder to take necessary steps for the Closing of this transaction pursuant to the terms of this Agreement. 3.1.3 Purchaser and Seller may jointly or separately prepare additional escrow instructions. Escrow Holder may also provide general instructions. If there is any inconsistency between the provisions of any of these instructions and this Agreement,the provisions of this Agreement shall control. 3.2 Purchaser's Deliveries. At or before Closing,Purchaser shall deposit into Escrow(i)the Earnest Money, (ii)the balance of the Purchase Price, (iii) a signed counterpart of the Easement,(iv)an executed and acknowledged acceptance of the Deed, and(v) all other documents and instruments reasonably requested by Escrow Holder for Closing. 3.3 Seller's Deliveries. At or before Closing, Seller shall deliver into Escrow(i) an executed and acknowledged Deed, (ii)an executed Certificate of Non-Foreign Status,pursuant to Section 1445(b)(2)of the Internal Revenue Code, certifying that Seller is a non-foreign person, (iii)a signed counterpart of the Easement, and(iv)all other documents and instruments reasonably requested by Escrow Holder for Closing. At Closing, Seller shall deliver possession of the Property to Purchaser. ARTICLE 4 CONDITIONS PRECEDENT TO CLOSING 4.1 Purchaser's Right to Analyze Property Documents. Within ten(10)days after the Effective Date, Seller shall deliver all Property Documents to Purchaser. During the Study Page 3- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 50014-70846 677164 4.DOCXIDRF17/1311013 Period(as defined in Section 4.2 below),Purchaser shall have the right to analyze the Property Documents and determine,in Purchaser's sole, absolute and arbitrary discretion,whether the Property is suitable for Purchaser's intended use. 4.2 Purchaser's Right to Analyze Property. For a period of sixty(60)days after the Effective Date,Purchaser shall have the right to analyze the Property and determine, in Purchaser's sole, absolute and arbitrary discretion,whether the Property is suitable for Purchaser's intended use(the"Study Period"). Purchaser shall have the right to enter onto the Property to conduct any and all tests, investigations, and inspections deemed necessary by Purchaser. Such investigations and/or studies shall be conducted by Purchaser at its sole expense. Purchaser shall defend, indemnify and hold Seller harmless for,from,and against any claim, loss, or liability,or any claim of lien or damage which arises in connection with any entry on the Property by Purchaser or any activities on the Property by Purchaser, its agents, employees, and independent contractors;provided,however,that Purchaser shall have no obligation to indemnify, defend, or hold harmless Seller from any condition of the Property discovered by Purchaser,or from any loss of marketability of the Property as a consequence of such discovery. 4.3 Notice of Termination; Failure to Notify. If Purchaser determines, in Purchaser's sole, absolute,and arbitrary discretion,the Property is not suitable,Purchaser may terminate this Agreement and cancel Escrow by delivering written notice of termination to Seller prior to the expiration of the Study Period, in which case this Agreement shall immediately terminate and Escrow Holder shall immediately return the Earnest Money to Purchaser. 4.4 Review of Preliminary Report. Within ten(10)days after the Effective Date, Seller shall provide Purchaser with a preliminary title report issued by the Escrow Holder, describing title to the Property, and including legible copies of all recorded documents described in the preliminary report and plotted easements(collectively,the"Preliminary Report"). On or before ten(10)days after Purchaser's receipt of the Preliminary Report, Purchaser shall deliver written notice of approval or disapproval of matters disclosed in the Preliminary Report,which approval or disapproval shall be in Purchaser's sole and absolute discretion. Unless waived pursuant to Section 4.6,the approved matters disclosed in the Preliminary Report along with the standard printed exceptions on a form of title insurance policy, shall be the"Permitted Exceptions"included as exceptions in the Title Policy,defined in Section 4.7. 4.5 Right to Cure Disapproval of Preliminary Report. If Purchaser delivers notice of disapproval pursuant to Section 4.4 above, Seller may elect in writing,within five(5)days thereafter,to agree to remove or otherwise cure, to Purchaser's reasonable satisfaction, any disapproved item(s)prior to Closing. Notwithstanding any provision in this Agreement to the contrary, Seller shall be obligated to remove any deeds of trust and other monetary liens(other than liens for non-delinquent taxes and assessments)and any exceptions to title caused by Seller. 4.6 Failure to Cure Disapproval of Preliminary Report. If Seller fails to agree to cure a disapproved item,or agrees to cure and thereafter fails to cure a disapproved item prior to Closing,Purchaser shall have the right to(i)terminate this Agreement and receive a full refund of the Earnest Money, (ii)suspend performance of its obligations under this Agreement at no Page 4- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 50014-70846 6771644.DOCXIDRF17123/2013 r cost to Purchaser and extend the Closing Date until that removal of the disapproved exception has occurred or(iii)waive in writing its prior disapproval of such item and accept title subject to such previously disapproved item,by delivering written notice of Purchaser's election to Seller prior to Closing. 4.7 Title Policy. Seller shall be unconditionally committed to procure from Escrow Holder upon the Closing,an ALTA standard coverage owner's policy of title insurance for the Property,with a liability limit in the amount of the Purchase Price, and insuring fee title vests in Purchaser subject only to the Permitted Exceptions(collectively,the"Title Policy"). At Purchaser's option,Purchaser may elect to have the Title Policy issued with endorsements and/or in an ALTA extended coverage form,provided that Purchaser pays any additional costs associated with issuance of such policy and pursuant to section 8.4 of this Agreement. 4.8 Approval of Leases&Estoppel Certificates. 4.8.1 Leases. Within ten(10)days of the Effective Date, Seller will provide to Purchaser copies of all current leases affecting the Property,and copies any and all documents other than leases which provide for or discuss any matters affecting the occupancy of the Property by tenants,including but not limited to options to lease,relocation rights,termination rights, and/or expansion or contraction rights (collectively,the"Lease Documents"). Purchaser may terminate this Agreement at any time during the Study Period if Purchaser shall determine in the exercise of its sole discretion that the documents described in Section 4.1 or the Lease Documents are not satisfactory. 4.8.2 No Tenancies. At least five(5)days prior to the Closing Date,Seller shall have terminated any tenancy provided for in the Lease Documents and rendered the Property free of any occupants whatsoever. 4.9 Contingency Failure. If Buyer fails to notify Seller by the end of the Study Period that the conditions set forth in this Article 4 have been satisfied or waived, this Agreement and the rights and obligations of the Purchaser and the Seller shall automatically terminate,and the Escrow Holder shall immediately return the Earnest Money to Purchaser. ARTICLE 5 COVENANTS AND AGREEMENTS 5.1 Damage or Destruction; Eminent Domain. If,prior to the Closing,all or a material part of the Property is damaged or destroyed,or taken or appropriated by any public or quasi-public authority under the power of eminent domain or such an eminent domain action is threatened pursuant to a resolution of intention to condemn filed by any public entity,Purchaser may either(i)terminate this Agreement and receive a refund of the Earnest Money,or(ii)elect to receive an assignment from Seller in lieu of the part of the Property that has been so damaged or taken of all of Seller's rights to any award and/or proceeds attributable to said damaged or taken part of the Property,and the parties shall proceed to Closing pursuant to this Agreement. Page 5- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 50014-70846 677164 4.DOCXIDRF1712312013 5.2 Easement. At Closing, Seller agrees to grant to Purchaser an Easement, in substantially the same form as that set forth in the attached and incorporated Exhibit D, for bicycle and pedestrian access over the portion of Seller's additional property depicted on the attached and incorporated Exhibit E("Easement Area"). The provisions of this Section 5.2 shall survive Closing. ARTICLE 6 SELLER'S REPRESENTATIONS AND WARRANTIES 6.1 Representations and Warranties of Seller. Seller represents and warrants that, as of the Effective Date,the end of the Contingency Period, and the Closing,that all of the representations and warranties contained in this Agreement are and shall be true and correct, and shall survive Closing for a period of one(1)year. Each of Seller's representations and warranties is material to and is being relied upon by Purchaser and the continuing truth thereof shall constitute a condition precedent to Purchaser's obligations hereunder. Seller represents and warrants to Purchaser as follows: 6.1.1 Proof of Authority. Seller has authority and authorization to enter into this Agreement and consummate the transaction contemplated by it, and shall deliver such proof of the power and authority of the persons executing and/or delivering any instruments, documents, or certificates on behalf of the Seller to act for or bind the Seller, as may be reasonably required by the Escrow Holder and/or the Purchaser. 6.1.2 Title to the Property. Seller has sole legal and beneficial fee title to the Property, and has not granted any person or entity any right or interest in the Property except as set forth in this Agreement and in the Preliminary Report. Seller agrees to transfer to Purchaser, via Deed,the Property,subject only to the Permitted Exceptions. 6.1.3 Property Documents,Lease Documents; No Defaults. To Seller's knowledge,the Property Documents and Lease Documents delivered by Seller to Purchaser are true, correct and complete copies and there are no other documents or instruments, in Seller's possession and control,that would constitute Property Documents or Lease Documents that have not been delivered by Seller or otherwise made available to Purchaser. Seller has no knowledge of any default by Seller under any Property Documents or Lease Documents. Seller warrants that the services associated with the Property Documents and Lease Documents,have been, or will be,paid for by Seller no later than Closing. 6.1.4 Pending Transactions,Suits or Proceedings. To Seller's knowledge, there are no transactions,suits,proceedings, litigation(including zoning or other land use regulation proceedings), condemnation, or investigations pending or threatened against or affecting the Property or Seller as the owner of the Property in any court at law or in equity,or before or by any governmental department, commission,board, agency or instrumentality. 6.1.5 Defects. To Seller's knowledge,there are no latent or other defects or conditions on or about the Property which would cause injury or damage to persons or property, or which would have a material adverse effect on lawful uses of the Property. Page 6- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 50014-70846 677164 4.DOCXIDRF/7/13/2013 6.1.6 No Further Encumbrances. As long as this Agreement remains in force, Seller will not lease,transfer,option,mortgage,pledge,or convey its interest in the Property or any portion thereof nor any right therein,nor shall Seller enter into any agreement granting to any person or entity any option to purchase or rights superior to Purchaser with respect to the Property or any part thereof. 6.1.7 Hazardous Materials. To Seller's knowledge,no Hazardous Materials have been generated,disposed of,deposited or released(or caused to be generated,disposed of or released)on,within,under, about or from the Property. To Seller's knowledge,no other party or person has used, stored,transported, generated, disposed of or released on,within,under, about or from the Property any Hazardous Materials. Without limiting the foregoing,neither Seller nor,to Seller's knowledge, any other party,has installed,operated or maintained any underground storage tanks on or adjacent to the Property, and the Property is not now, and has never been, in violation and is not currently under investigation for the violation of any Environmental Laws. To Seller's knowledge,there is no asbestos or lead paint on the Property. Seller hereby assigns to Purchaser as of the Closing,to the extent assignable, all claims, counterclaims, defenses or actions,whether at common law or pursuant to any other applicable federal or state or other laws, if any,that Seller may have against third parties to the extent relating to the existence of Hazardous Materials in,at,on,under or about the Property. 6.1.8 Access; Possession. The Property has legal and physical access to a publicly-dedicated street or road. Except as reflected in the Lease Documents,there are no leases or tenancies in effect on the Property and possession thereof can and will be delivered to Purchaser upon Closing. 6.1.9 Construction or Other Liens. Seller warrants that,at the time of Closing, no work,labor or materials have been expended,bestowed or placed upon the Property, adjacent thereto or within any existing or proposed assessment district which will remain unpaid at close of escrow or upon which a lien may be filed. 6.1.10 No Option or Right of First Refusal to Acquire Premises. Seller represents that no person or entity has any right of first refusal or option to acquire any interest in the property or any part thereof. 6.1.11 Conduct Pending Full Payment; Covenants. 6.1.11.1 Conduct of Property. Seller hereby agrees that Seller will not modify, cancel,extend or otherwise change in any material manner any of the terms, covenants or conditions of the Property Documents or Lease Documents,nor enter into any additional leases as to the Property without Purchaser's written consent,nor enter into any other agreements having a material effect on the Property without the prior written consent of Purchaser,which Purchaser shall not unreasonably withhold. 6.1.11.2 No Alterations. Seller will not make any material alterations to the Property prior to the Closing. Page 7- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 50014-70846 6771644.DOCXIDRF/7/13/1013 6.1.11.3 Condition of the Property Through Closing. Seller shall,between the Effective Date and the Closing Date: (i)maintain the Property in substantially the same condition as it was on the Effective Date,with no tree cutting,timber harvesting or altering of the Property in any way,(ii)keep all existing insurance policies affecting the Property in full force and effect, (iii)make all regular payments of interest and principal on any existing financing,(iv)pay all real property taxes and assessments against the Property prior to delinquency,(v)comply with all government regulations,and(vi)keep Purchaser timely advised of any repair or improvement required to keep the Property in substantially the same condition as it was on the Effective Date. ARTICLE 7 PURCHASER'S REPRESENTATIONS AND WARRANTIES 7.1 Purchaser's Representation and Warranties. Purchaser represents and warrants that, as of the Effective Date,the end of the Contingency Period,and Closing,all of the representations and warranties of Purchaser contained in this Agreement are and shall be true and correct,and shall survive Closing for a period of one(1)year. Each of Purchaser's representations and warranties is material to and is being relied upon by Seller and the continuing truth thereof shall constitute a condition precedent to Seller's obligations hereunder. Purchaser represents and warrants to Seller as follows: 7.1.1 Authority. The execution and delivery of this Agreement has been duly authorized and approved by all requisite action of Purchaser, and the consummation of the transactions contemplated hereby will be duly authorized and approved by all requisite action of Purchaser, and no other authorizations or approvals will be necessary in order to enable Purchaser to enter into or to comply with the terms of this Agreement. 7.1.2 Binding Effect of Documents. This Agreement and the other documents to be executed by Purchaser hereunder,upon execution and delivery thereof by Purchaser,will have been duly entered into by Purchaser, and will constitute legal,valid and binding obligations of Purchaser. To Purchaser's actual knowledge,neither this Agreement nor anything provided to be done under this Agreement violates or shall violate any contract, document,understanding, agreement or instrument to which Purchaser is a party or by which it is bound. ARTICLE 8 PRORATED FEES AND COSTS 8.1 Prorations. Escrow Holder will prorate between the parties,based on the latest information available to Escrow Holder, all taxes, bonds and assessments("Taxes')for the Property, except as provided in Section 8.2 below. If, after the Closing, either party receives a bill for any Taxes,the parties agree that the Taxes shall be prorated between the parties to the Closing Date. The party receiving the bill for the Taxes shall notify the other party in writing of the amount of such Taxes and the party receiving that notice shall pay its prorated share of such Taxes within thirty(30) days of demand therefore,but not later than ten(10)days prior to delinquency. The parties' obligations under this Section shall survive Closing. Page 8- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 50014-70846 677164 4.DOCVDRF1712312013 8.2 Penalties. Any penalties that would be due as a result of removal of the Property from any tax deferral program shall be charged to Seller as though the Property were removed from such program on the Closing Date. Seller's obligations under this Section shall survive Closing. 8.3 Seller's Fees and Costs. Seller shall pay: (i)the costs for the Title Policy; (ii) Seller's recording charges; (iii)one-half of Escrow Holder's escrow fee; and(iv)one-half of any transfer taxes. 8.4 Purchaser's Fees and Costs. Purchaser shall pay(i)one-half of the Escrow Holder's escrow fee, (ii)Purchaser's recording charges; (iii)if requested by Purchaser, any extended coverage and endorsements for the Title Policy; and(iv)one-half of any transfer taxes. 8.5 Other Costs. Except as otherwise provided in this Agreement,each party shall bear and pay the expense of its own attorneys,accountants and other professionals incurred in negotiating this Agreement. ARTICLE 9 CLOSING 9.1 Closing. Escrow Holder shall close Escrow by(i)recording the Deed; (ii)confirming execution of all documents necessary for Closing; (iii)recording the Easement; and(iv)delivering funds and documents as set forth herein,when and only when all terms and conditions of this Agreement have been met and each of the conditions set forth below have been satisfied: 91.1 Funds and Instruments. All funds and instruments required pursuant to this Agreement have been delivered to Escrow Holder. 9.1.2 Satisfaction of Conditions Precedent. Each of the conditions precedent set forth in the Agreement have been either satisfied or waived. 9.1.3 Liens and Encumbrances. All liens and encumbrances required to be paid by Seller have been paid and satisfied at Seller's sole expense,including without limitation any trust deed or mortgage affecting the Property. The Property shall be conveyed free of encumbrances, except for the Permitted Exceptions and those expressly accepted or waived by Purchaser pursuant to the terms of this Agreement. 9.1.4 Assignment of Lease Documents. If necessary, Seller shall have executed the Assignment of Leases attached to this Agreement as Exhibit C("Assignment of Leases"). ARTICLE 10 RECORDATION AND DISTRIBUTION OF FUNDS AND DOCUMENTS 10.1 Recorded Documents. Escrow Holder shall cause the County Recorder of Washington County to mail the Deed and the Easement. Page 9- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 50014-70846677164 4.D0CXIDRF17/13/1013 10.2 Conformed Copies. Escrow Holder shall at Closing deliver to Seller and Purchaser(i)a copy of the Deed, conformed to show recording date,and conformed copies of each document recorded to place title in the condition required by this Agreement, (ii)a copy of each non-recorded document received hereunder by Escrow Holder,and(iii)copies of all documents deposited into Escrow to the parties herein. 10.3 Payment of Funds at Closing. Escrow Holder shall deliver at Closing all amounts as set forth in the final, approved closing statement. 10.4 Original Documents. Escrow Holder shall at Closing deliver to Purchaser the Original Assignment of Leases. ARTICLE 11 DEFAULT AND REMEDIES 11.1 Purchaser's Default. If Purchaser breaches this Agreement, which breach Purchaser fails to cure within thirty(30)days after receipt of written notice thereof from Seller, Purchaser shall be in default hereunder and Seller is entitled, as Seller's sole and exclusive remedy,to liquidated damages pursuant to this Article. If Escrow fails to close due to Purchaser's default,Purchaser shall pay all Escrow cancellation charges. 11.2 Seller's Remedies. In the event of Purchaser's default under this Agreement, the Earnest Money shall be forfeited by Purchaser and retained by Seller as liquidated damages. Such amount has been agreed by the parties to be reasonable compensation and the exclusive remedy for Purchaser's default,since the precise amount of such compensation would be difficult to determine. Seller shall have no right to any other damages,claims or actions against Purchaser. By initialing this provision in the spaces below, Seller and Purchaser each specifically affirm their respective agreement to this liquidated damages provision as Seller's sole and exclusive remedy for Purchaser's default, and agreement that the sum is a reasonable SUM. 's itials s Initials 11.3 Seller's Default. If Seller breaches this Agreement,which breach Seller fails to cure within thirty(30)days after receipt of written notice thereof from Purchaser, Seller shall be in default of this Agreement. If Escrow fails to close due to Seller's default, Seller shall pay all Escrow cancellation charges. 11.4 Purchaser's Remedies. In the event of Seller's default under this Agreement, Purchaser shall have the right to either(i)terminate this Agreement, and upon such event the Earnest Money shall be immediately refunded to Purchaser, or(ii)seek an action for specific performance in order to enforce Purchaser's rights hereunder. No provision of this Agreement shall be construed as waiving any of Purchaser's rights regarding eminent domain. Page 10- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 50014-70846 6771644.DOCXDRF17/13/1013 ARTICLE 12 ASSIGNMENT 12.1 Assignment by Purchaser. Purchaser may not assign or otherwise transfer any of its rights or obligations under this Agreement. ARTICLE 13 GENERAL PROVISIONS 13.1 Attorneys Fees. If any action is instituted between Seller and Purchaser in connection with this Agreement,the party prevailing in such action shall be entitled to recover from the other party all of its costs of action, including,without limitation,attorneys' fees and costs as fixed by the court therein. 13.2 Construction of Agreement. The agreements contained herein shall not be construed in favor of or against either party, but shall be construed as if both parties prepared this Agreement. 13.3 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and all prior and contemporaneous agreements,representations,negotiations and understandings of the parties hereto,oral or written,are hereby superseded and merged herein. The foregoing sentence shall in no way affect the validity of any instruments executed by the parties in the form of the exhibits attached to this Agreement. 13.4 Governing Law. This Agreement shall be governed by and construed under the laws of the State of Oregon. 13.5 Joint and Several Liability. If any party consists of more than one person or entity,the liability of each such person or entity signing this Agreement shall be joint and several. 13.6 Modification. No modification,waiver,amendment, discharge,or change of this Agreement shall be valid unless the same is in writing and signed by all signatories hereto. 13.7 Real Estate Brokerage Commission. Seller and Purchaser represent and warrant that no real estate agent or broker was involved in negotiating the transaction contemplated herein. In the event any claims for real estate commissions,fees or compensation arise in connection with this transaction,the party so incurring or causing such claims shall indemnify,defend and hold harmless the other party from any loss or damage,including attorneys' fees,that said other party suffers because of said claims. The obligations of the parties in the prior sentence shall survive Closing or the termination of this Agreement. 13.8 Notice and Payments. Any notice or document to be given pursuant to this Agreement must be delivered either in person,deposited in the United States mail duly certified or registered,return receipt requested with postage prepaid,by electronic mail,or by Federal Express or other similar overnight delivery service marked for next business day delivery. Page 1 I - PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 50014-70846 6771644.DOCXV)RF/7/13/1013 Notices shall be effective upon receipt if delivered personally,upon confirmation of receipt if sent by electronic mail, on the next day if sent by overnight courier, or two(2)days after deposit in the mail if mailed. Any party listed below may designate a different address,which shall be substituted for the one specified below,by written notice to the others. If to Seller: Japanese International Baptist Church 8500 SW Spruce St. Tigard, OR 97223 Fax: If to Purchaser: City of Tigard Attn: Marty Wine,City Manager City Hall 13125 SW Hall Blvd Tigard, OR 97223 Fax: (503)684-7297 with a copy to : Jeff Bennett Jordan Ramis PC Two Centerpointe Drive, 6th Floor Lake Oswego,OR 97035 Fax: (503) 598-7373 Y 13.9 Remedies Cumulative. Except as specifically set forth herein, all rights and remedies of Purchaser and Seller contained in this Agreement shall be construed and held to be cumulative. 13.10 Severability. In the event that any phrase,clause,sentence,paragraph, section, article or other portion of this Agreement shall become illegal,null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal,null or void or against public policy,the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the fullest extent permissible by law. 13.11 Successors and Assigns. Subject to limitations expressed in this Agreement, each and all of the covenants and conditions of this Agreement shall inure to the benefit of and shall be binding upon the successors-in-interest, assigns, and representatives of the parties hereto. As used in the foregoing, "successors"shall refer to the parties' interest in the Property and to the successors to all or substantially all of their assets and to their successors by merger or consolidation. 13.12 Time of the Essence. Time is of the essence of each and every provision of this Agreement. 13.13 Legal Representation. Seller acknowledges that this is a legal document and that Seller has been advised to obtain the advice of legal counsel in connection with its review and execution of this Agreement. Seller covenants that it will not deny the enforceability of this Page 12- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 50014-70846 677164 4.DOCXIDRF1712312013 Agreement on the basis that Seller elects not to obtain legal counsel to review and approve this Agreement. 13.14 Waiver. No waiver by Purchaser or Seller of a breach of any of the terms, covenants or conditions of this Agreement by the other party shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term,covenant or condition herein contained. No waiver of any default by Purchaser or Seller hereunder shall be implied from any omission by the other party to take any action on account of such default if such default persists or is repeated,and no express waiver shall affect a default other than as specified in such waiver. The consent or approval by Purchaser or Seller to or of any act by the other party requiring the consent or approval of the first party shall not be deemed to waive or render unnecessary such party's consent or approval to or of any subsequent similar acts by the other party. 13.15 Negation of Agency and Partnership. Any agreement by either party to cooperate with the other in connection with any provision of this Agreement shall not be construed as making either party an agent or partner of the other party. 13.16 Calculation of Time. All periods of time referred to herein shall include Saturdays, Sundays and legal holidays in the State of Oregon,except that if the last day of any period falls on any Saturday, Sunday or such holiday,the period shall be extended to include the next day which is not a Saturday, Sunday or such holiday. 13.17 Statutory Disclaimer. THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS THAT, IN FARM OR FOREST ZONES,MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND THAT LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES,AS DEFINED IN ORS 30.930, IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS,IF ANY,UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17,CHAPTER 855, OREGON LAWS 2009 AND SECTIONS 2 TO 7,CHAPTER 8,OREGON LAWS 2010. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL,AS DEFINED IN ORS 92.010 OR 215.010,TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO VERIFY THE EXISTENCE OF FIRE PROTECTION FOR STRUCTURES AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS,IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424,OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17,CHAPTER 855, OREGON LAWS 2009 AND SECTIONS 2 TO 7, CHAPTER 8,OREGON LAWS 2010. Page 13- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 50014-70846 677164 4.DOCXIDRF17/23/1013 13.18 Counterparts. This Agreement may be executed in counterparts, each of which, when taken together, shall constitute fully executed originals. IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date. SELLER PURCHASER Japanese International Baptist Church City of Tigard, an Oregon municipal corporation By: x By: N W Name: ,4277+` G. GUS Its: Its: 1<'(M m!"Se4e� APPROVED AS TO FORM: By: City Attorney Exhibit A-Property Exhibit B—Deed Exhibit C—Assignment of Leases Exhibit D-Easement Page 14- PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS 500/4-70846677/64 4.DOCrDRF/7/23/20/3 EXHIBIT A Real property in the County of Washington,State of Oregon,described as follows: A tract of land in the Southwest one-quarter of Section 36,Township 1 South,Range 1 West of the Willamette Meridian,in the City of Tigard,County of Washington and State of Oregon,being a portion of Parcel III of that bad of land conveyed to Japanese Intemational Baptist Church by Warranty Deed reocrded December 16,1998 as Recording No.981422S6,Washington County Deed Records,and being more particularly described as follows: Beginning at a 2-inch brass disk marking the Northwest corner of the George Richardson Donation Land Claim No.SS;thence South 00°13'34"West 474.47 feet to the Northwest corner of that tract of land conveyed to Gatehouse LLC as Parcel 2 of Deed Document No.2006-085868;thence,along the North line of said Gatehouse Tract,South 8805905"East 158.33 feet to a found 5/8 inch Iron rod at the Northeast comer of said Gatehouse tract and the true point of beginning;thence South 86036'18"East 158.66 feet to a 5/8 inch iron rod with yellow plastic cap marked"SR Design"set on the Southerly right- of-way line of SW Steve Street at the Northwest wmer of Lot 12 of the plat of STEVE&HUGHIE'S PLACE;thence,along the West line of said plat of STEVE&HUGHIE'S PLACE,South 00°11'00"West 374.76 feet to a found 5/8 inch iron rod with yellow plastic cap marked"Marx&Assoc."at the Northeast comer of Tract"A"of the plat of ASH CREEK MEADOWS;thence,along the North line of said plat of ASH CREEK MEADOWS,North 87"51'34"West 158.62 feet to a found 5/8 inch iron rod with yellow plastic cap marked"Marx&Assoc."at the Northwest corner of said plat of ASH CREEK MEADOWS and the East line of said Gatehouse bad;thence,along the East line of said Gatehouse tract,North 00°12'03"East 378.23 feet to the point of beginning. Exhibit A 50014-70846677164_4.DOCVDRF/7/23/2013 EXHIBIT B AFTER RECORDING RETURN TO: City of Tigard Attn: City Manager City Hall 13125 SW Hall Blvd Tigard OR 97223 UNTIL A CHANGE IS REQUESTED SEND TAX STATEMENTS TO: City of Tigard Attn: City Manager City Hall 13125 SW Hall Blvd Tigard OR 97223 This space is reserved for recorder's use. STATUTORY WARRANTY DEED Japanese International Baptist Church,Grantor,whose address is 8500 SW Spruce St., Tigard,OR 97223,conveys and warrants to CITY OF TIGARD,an Oregon municipal corporation,Grantee, whose address is 13125 SW Hall Blvd,Tigard,OR 97223 the following described real property free of encumbrances except as specifically set forth herein: See Exhibit A attached hereto. The true consideration for this conveyance is Two Hundred Twenty-Five Thousand and No/100 Dollars. This conveyance is made subject to the matters set forth on Exhibit B attached hereto. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, IF ANY,UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11,CHAPTER 424,OREGON LAWS 2007,SECTIONS 2 TO 9 AND 17,CHAPTER 855, OREGON LAWS 2009,AND SECTIONS 2 TO 7,CHAPTER 8,OREGON LAWS 2010. THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL,AS DEFINED IN ORS 92.010 OR 215.010,TO Exhibit B,Page I of 4 50014-70846 677164_4.DOCXIDRF1712312013 VERIFY THE APPROVED USES OF THE LOT OR PARCEL,TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES,AS DEFINED IN ORS 30.930,AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS,IF ANY,UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11,CHAPTER 424,OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009,AND SECTIONS 2 TO 7,CHAPTER 8, OREGON LAWS 2010. DATED this day of , 2013. Japanese International Baptist Church By: Name: Its: STATE OF OREGON ) )ss. County of This instrument was acknowledged before me on ,2013 by as of the Japanese IntemationaI Baptist Church. NOTARY PUBLIC FOR OREGON My Commission Expires: ACCEPTED: GRANTEE CITY OF TIGARD,an Oregon municipal corporation By: Name: Its: STATE OF OREGON ) ss. County of ) This instrument was acknowledged before me on ,2013,by as of the City of Tigard, an Oregon municipal corporation. NOTARY PUBLIC FOR OREGON My Commission Expires: Exhibit B,Page 2 of 4 50014-70846677164_4.DOCXIDRF/7/13/2013 Exhibit A [to be provided by Escrow Holder] Exhibit B,Page 3 of 4 50014-70846 677164_4.DOCXIDRF17/13/1013 Exhibit B [to be provided after review of preliminary report] Exhibit B,Page 4 of 4 50014-70846 677164_4.DOCXIDRF1712312013 Exhibit C Assignment of Leases Exhibit C 50014-70846 677164_4.DDCXIDRF/7123/2013 Exhibit D AFTER RECORDING RETURN TO: City of Tigard Attn: City Manager,City Hall 13125 SW Hall Blvd. Tigard,OR 97223 UNTIL A CHANGE IS REQUESTED SEND TAX STATEMENTS TO: City of Tigard Attn: City Manager,City Hall 13125 SW Hall Blvd. Tigard, OR 97223 This space provided for recorder's use. EASEMENT AGREEMENT THIS EASEMENT AGREEMENT("Agreement")is made and entered into on the f 2013 Effective Date b and between Japanese day o ( ) Y p International Baptist Church,an Oregon nonprofit("Grantor") and the City of Tigard an Oregon municipal corporation("Grantee"). RECITALS A. Grantor and Grantee are parties to a Purchase and Sale Agreement executed on or about , 2013 (the"Purchase Agreement")in which Grantee agreed to purchase from Grantor the property described in Exhibit A. Grantor is the record owner of the real property located in the City of Tigard,Oregon,described on the attached and incorporated Exhibit B("Grantor's Property"). B. Section 5.2 of the Purchase Agreement specifies that the Parties shall execute this Agreement to provide for an easement across Grantor's Property to allow for bicycle and pedestrian access to Grantee's property. The purpose of this Easement Agreement is to satisfy the requirements of Section 5.2 of the Purchase Agreement, as it relates to the easement. C. Grantor agrees to grant and City agrees to accept the easement pursuant to the terms of this Agreement. AGREEMENT NOW, THEREFORE,for and in consideration of the performance of Grantor and Grantee pursuant to the Purchase Agreement, and of performance of the mutual covenants, agreements,conditions and stipulations contained herein, it is mutually agreed by and between the Parties as follows: Page 6—Easement Agreement 50014-70846677164_4.DOCXUMJ17/23/2013 SECTION 1. DEFINITIONS 1.1 Easement Area. "Easement Area" shall be that area described and depicted on the attached and incorporated Exhibit C. 1.2 Party or Parties. "Party"or"Parties"shall mean Grantor and Grantee,together with their successors and permitted assigns. SECTION 2. EASEMENTS 2.1 Scope of Easement. Grantor grants to Grantee an exclusive easement over the Easement Area,which includes the right,privilege, and authority to the Grantee to construct, build,patrol,operate,replace,and maintain thereon permanent pedestrian, and bicycle pathway access,with all appurtenances incident thereto or necessary therewith for the use by Grantee and the public, including such renewals,repairs,replacements, and removals as may from time to time be required. It also includes incidental vehicle access for authorized service vehicles. 2.2 Consideration. The Purchase Price,to be paid on the same day as the Effective Date is One Thousand,two hundred fifty and no/100 dollars($1,250.00). The Parties contemplate entering into an additional purchase agreement where Grantor would purchase additional property from Grantee,including the Easement Area. The Parties agree that the easement Purchase Price will be applied to any purchase price for any sale from Grantor to Grantee of additional property that includes the Easement Area. 2.3 Fence. The Parties agree that,within ninety(90)days of the Effective Date, Grantee shall build a fence along the north boundary of the Steve Street right-of-way as depicted on the attached and incorporated Exhibit D. The fence will be a 6 foot high, chain link fence ("Fence"). SECTION 3. LIENS. Grantee shall keep the Easement Area free from any and all liens arising out of any work performed,materials furnished to or obligations incurred in connection with this Agreement. If a lien is filed,Grantee shall,within thirty(30)days after the date of the imposition of any such lien,pay the lien claim in full,unless it desires to contest any such lien claim,in which case the Party shall,within such thirty(30)-day period and as a condition precedent to its right to so contest,record a bond executed by a corporation authorized to issue surety bonds in the State of Oregon to the effect that the principal on the bond shall pay the amount of the claim and all costs and attorney fees that are awarded against the land on account of the lien. The bond shall be in such amount as may be required by Oregon law(see ORS 87.076(1))to release the lien from the affected Property. SECTION 4. INDEMNIFICATION. Grantee hereby indemnifies and saves the other Party harmless from any and all liability,damage,expense, causes of action, suits,claims,or judgments arising from personal injury, death, or property damage and occurring on or from its use of the Easement Area. SECTION 5. INSURANCE. Grantee shall maintain at all times,at its expense, comprehensive public liability insurance and property damage liability insurance in respect of Page 7—Easement Agreement 50014-70846677164_4.D0CXAMJ17/13/10J3 the Lot with Two Million and No/100 Dollars ($2,000,000.00)minimum combined single limit coverage,or its equivalent. SECTION 6. MISCELLANEOUS 6.1 Severability. If any provision of this Agreement, or the application thereof to any person or circumstances shall,to any extent,be held invalid, inoperative or unenforceable,the remainder of this Agreement,or the application of such provision, to any other person or circumstance shall not be affected thereby. The remainder of this Agreement shall be given effect as if such invalid or inoperative portion had not been included. It shall not be deemed that any such invalid provision affects the consideration for this Agreement and each provision hereof shall be valid and enforceable to the fullest extent permitted by law. 6.2 Oregon Law. This Agreement shall be construed in accordance with the laws of the State of Oregon. Venue shall be in Washington County Circuit Court. 6.3 Notices. All notices,approvals,consents or requests given or made pursuant to this Agreement shall be(a)upon receipt by personal delivery when written acknowledgment of receipt thereof is given, (b)if given by United States mail, certified mail,return receipt requested,with postage prepaid,two(2)days after it is deposited in the mail,or(c)if given by a nationally recognized overnight carrier prepaid for next business day delivery. Notices shall be addressed as follows until a new address for notices shall be designated by notice in the manner provided in this paragraph to all other Parties: If to Grantor: Japanese International Baptist Church 800 SW Spruce St. Tigard, OR 97223 Fax: ( ) - If to Grantee: City of Tigard Attn: Marty Wine, City Manager City Hall 13125 SW Hall Blvd Tigard,OR 97223 Fax: (503) 684-7297 with a copy to: Jeff Bennett Jordan Ramis PC Two Centerpointe Drive, 6th Floor Lake Oswego,OR 97035 Fax: (503)598-7373 6.4 Headings. The headings herein are inserted only as a matter of convenience and for reference and in no way define,limit or describe the scope or intent of this document nor in any way affect the terms and provisions hereof. 6.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties hereto in regard to the subject matter stated herein. The Parties do not rely upon any Page 8—Easement Agreement 50014-70846 677161_4DOCrAW17/23/2013 I statement,promise or representation not herein expressed,and this Agreement once executed and delivered shall not be modified or altered in any respect except by a writing executed and delivered by the Parties hereto,or their successors or assigns. 6.6 Duration. Unless otherwise canceled or terminated,the easement and rights granted in this Agreement,and the obligations herein, shall continue in perpetuity. 6.7 Recording. The fully executed original of this Agreement will be duly recorded in the Deed Records of Washington County. 6.8 Termination. In the event Grantee determines this Agreement will no longer serve a public purpose, Grantee may terminate this Easement Agreement by recording a Termination of Easement with the Washington County Recorder. 6.9 Legal Effect and Assignment. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective heirs,personal representatives, successors, and assigns. This Easement Agreement may be enforced by an action at law or in equity. 6.10 Legal Action/Attorney Fees. If a suit,action,or other proceeding of any nature whatsoever(including any proceeding under the U.S.Bankruptcy Code)is instituted in connection with any controversy arising out of this Agreement or to interpret or enforce any rights or obligations hereunder,the prevailing party will be entitled to recover attorney, paralegal, accountant, and other expert fees and all other fees, costs,and expenses actually incurred and reasonably necessary in connection therewith,as determined by the court or body at trial or on any appeal or review,in addition to all other amounts provided by law. 6.11 Nonwaiver. Any failure to enforce any provision of this Agreement will not be deemed a waiver of the right to enforce that provision or any other provision of this Agreement. 6.12 Severability. If any provision of this Agreement is found to be void or unenforceable, it is the intent of the Parties that the rest of the Agreement will remain in full force and effect,to the greatest extent allowed by law. 6.13 Modification. This Agreement may not be modified unless signed by Grantor and Grantee and the modification is recorded. 6.14 Runs with the Land. This Easement Agreement and the rights and obligations contained herein will be perpetual and will run with the land. 6.15 Time of the Essence. Time is of the essence in performance of this Agreement. 6.16 Representations&Authority. The individual executing this Agreement on behalf of Grantor represents and warrants to Grantee that he/she has the full power and authority to do so on behalf of the Grantor,who is the legal owner of Grantor's Property and to bind said owner to the terms of this Agreement. [Signature and Acknowledgments Follow on Next Page] Page 9—Easement Agreement 50014-70816 677160_I.DOCAMMJ/712312013 IN WITNESS WHEREOF,the Parties have executed this Agreement the day and year first written above. Japanese International Baptist Church By: Name: Its: STATE OF OREGON ) )ss. County of ) This instrument was acknowledged before me on ,2013 by as of the Japanese International Baptist Church. NOTARY PUBLIC FOR OREGON My Commission Expires: GRANTEE CITY OF TIGARD, an Oregon municipal corporation By: Name: Its: STATE OF OREGON ) )ss. County of ) This instrument was acknowledged before me on ,2013,by as of the City of Tigard, an Oregon municipal corporation. NOTARY PUBLIC FOR OREGON My Commission Expires: Page 10—Easement Agreement 500/4-70846677164_4.D0CX1IM!17P312013 EXHIBIT A Grantor's Property Real property in the County of Washington,State of Oregon,described as follows: A tract of land in the Southwest one-quarter of Section 36,Township 1 South,Range 1 West of the Willamette Meridian,in the City of Tigard,County of Washington and State of Oregon,being a portion of Parcel III of that tract of land conveyed to Japanese International Baptist Church by Warranty Deed reocrded December 16, 1998 as Recording No.98142256,Washington County Deed Records,and being more particularly described as follows: Beginning at a 2-inch brass disk marking the Northwest comer of the George Richardson Donation land Claim No.55;thence South 00013'34"West 474.47 feet to the Northwest corner of that tract of land conveyed to Gatehouse LLC as Parcel 2 of Deed Document No.2006-085868;thence,a"the North line of said Gatehouse Tract,South 8805905"East 158.33 feet to a found 5/8 inch iron rod at the Northeast comer of said Gatehouse tract and the true point of beginning;thence South 86136'18"East 158.66 feet to a 5/8 inch iron rod with yellow plastic cap marked"SR Design"set on the Southerty right- of-way line of SW Steve Street at the Northwest corner of Lot 12 of the plat of STEVE&HUGHIE'S PLACE;thence,along the West line of said plat of STEVE&HUGHIE'S PLACE,South 00°11'00"West 374.76 feet to a found 5/8 inch iron rod with yellow plastic cap marked"Marx&Assoc."at the Northeast corner of Tract"A"of the plat of ASH CREEK MEADOWS;thence,along the North line of said plat of ASH CREEK MEADOWS,North 87'51'34"West 158.62 feet to a found 5/8 inch iron rod with yellow plastic cap marked"Marx&Assoc."at the Northwest corner of said plat of ASH CREEK MEADOWS and the East line of said Gatehouse tract;thence,along the East line of said Gatehouse tract,North 00012'03"East 378.23 feet to the point of beginning. Exhibit A 50014-70846 677164 4.DOM MJ17/23/2013 EXHIBIT B Description of Grantor's Property Seeder Non 19as9s IaahL IS 9A91tT4. I1 A tract of land in the SOatk&wt quarter of Section 36, Township i Youth, now 1 Vogt N1116"tte Meridien. in the County of Washington and Stats of Wagon, being More pa"U01ar2y described an follower MOianI-r at the morthwst PrT»r of tbs 0 ",-s RiChUdano Donation Land Carla No. 38 and 9s in Township i South. Ran" i Nast of the Willamette leridiawl running tlwce Rest on the North bounds y line of said Donation Load Claim 2.40 1/4 Maine, thence South parallel With the Wast boundary line of said Donation Land Gala 7.19 3/4 chaise/ tbeooa Heat 2.40 1/4 chalosl !heats North 7.19 3/4 chains to the place 0f begimeing. PUMM II. The east 85 feat of Block M. NSA am "AM, is the County of hsbington and State of Oregon. MIR= III$ A tract of land situated in the Northeast nos-gwarteor of the Soutbwest one-quarte, of Section 36. Tbwarhip 1 Youth. Range i Meet of the Millamette Meridian, in the County of Wadduatos cad State of Oregon, being sora particularly described an follower 20MOM at the Northeast corner,of that certain tract of land cosvWad to Robert L. Oomella, at us, by dead remm., and described by RsMrder•s Pae No. 79-29716 Dean Records of said County, said point of beginning besse North 0.11 oo• East, 10s9.90 feet from the initial point of the duly recorded plat of STM i mmm's PLhaD1 thence South 0.1100• Nest. slay the qet line of said Cooells Tract Land it's Sontbrly extension), a distance of st1.46 feet to an iron rod and the Scotbwt ooresr of the Japanese International Mptiot am-ch Tract as described in deed rs1Os1 as Meocrder•e Pas No. 900270611 thence Womb 67.33.0a. Meet, parallel With the Sceth line of said COmella Tract, sod along the South 1100 of said Jspaoess M419 aticnsi Tract. a distance of 150.64 feat to an iron rod is the SoathsWly extension of the East line thereof$ them Umth 0'11.00• Yost, along said Southerly asteosioa, (and said Meet line), a distance of 570.16 feet to the Northanet owner of said Comalla Tract$ them South 09.05'00• Rest, along the North line thereof. a 4116t4000 of 136.56 feat to the point of beginning. 2 Exhibit B 50014-70846677164.4.D0CX"J1712312013 EXHIBIT C Easement Area EXHIBIT 'A' A PORTION OF THOSE LANDS DESCRIBED IN WASHINGTON COUNTY DEED DOCUMENT NUMBER 2008-044503. LOCATED IN THE SOUTHWEST ONE- QUARTER OF SECTION 36, TOWNSHIP 1 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON. AS SHOWN ON THE ATTACHED EXHIBIT 'A.1' AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF LOT 12 OF THE PLAT "STEVE & HUGHIE'S PLACE", SAID POINT BEING ON THE SOUTH RIGHT-OF-WAY LINE OF S.W. STEVE STREET (COUNTY ROAD 2386); THENCE ALONG THE NORTH LINE OF PARCEL 3, AS DESCRIBED IN WASHINGTON COUNTY DEED DOCUMENT NUMBER 2008-044503, NORTH 86°36'18" WEST, 25.04 FEET; THENCE ALONG A LINE PARALLEL WITH AND 25.00 FEET WESTERLY OF THE WEST LINE OF SAID PLAT "STEVE & HUGHIE'S PLACE", NORIH 00°11'00" EAST, 25.04 FEET; THENCE ALONG A LINE PARALLEL WITH AND 25.00 FEET NORTHERLY OF SAID NORTH LINE, SOUTH 86036'18" EAST, 25.04 FEET TO A POINT ON SAID WEST LINE; THENCE SOUTH 00°11'00" WEST, 25.04 FEET TO THE POINT OF BEGINNING. CONTAINING 626 SQUARE FEET MORE OR LESS. REGISTERED PROFE55IONAL LAND SURVEYOR tf)FCFM8FR EGON 13, 7 PREPARED BY CESNW, INC. . GODSEY 604 RENEWS: 6,'30113 Exhibit D 50014-70846 677164 4.DOCAIDRF17/23/2013 EXHIBIT 'A.1' LOCATED IN THE SOUTHWEST 1/4 OF SECTION 36, TOWNSHIP 1 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON (, REGISTERED PROFESSIONAL /LAND SURVEYOR �.N\ OREGON DECEMBER 13, 20 7 RYAN H.GODSEY 65604 RENEWS: 6/30(13 STREET N PLUG 50� TRACT a A' rOQ��Ev QA S86036'18"E SW STEVE ST (CR 2380) 5-- W I STREET I PLUG O TRACT 914 'A. C> O v n Z) I 0 i � I 86036'18"W 2S.04' ti°ePaG�` BEGINNING O io s o io �J SCALE 1" = 10' 13190 SW 69th hdmw, CES N W T9a� regon 9S 223 DATE ISO 503.95&66SS www.c mw.com 106-05-13) Exhibit D 50014-70846677164_4.DOCAIDRF/7/23/2013