Domestic Lines ~ LE163002 ~ Tenancy Lease - Saxony Property Assignment of Leases L j/1
THIS Assignment and Assumption of Lease ("Agreement") is made as of this day of
2015, between Saxony-Pacific, LLC ("Assignor") and the City of Tigard,
an Oreg n municipal corporation ("Assignee").
RECITALS
A. Assignor owns the fee interest in those certain premises described on Exhibit A
attached and incorporated hereto (the "Premises").
B. A portion of the Premises are leased pursuant to the lease documents attached and
incorporated as Exhibit B (collectively,the "Lease"). Assignor holds all right, title and interest
in and to the lessor's interest under the Lease.
C. Pursuant to that certain Purchase Agreement and Escrow Instructions dated
April 9, 2014, as amended, between Assignor and Assignee's predecessor-in-interest, the City
Center Development Agency, the Urban Renewal Agency of the City of Tigard (the
"Agreement"), Assignor has agreed to sell the Premises to Assignee and in connection with the
sale has agreed to assign the Lease to Assignee and Assignee has agreed to assume the Lease.
AGREEMENT
NOW, THEREFORE, for valuable consideration, the receipt and adequacy of which are
hereby acknowledged,the parties agree as follows:
1. Assignment.
Effective as of the Effective Date of this Assignment, Assignor hereby transfers,
sets over and assigns to Assignee all right, title and interest of Assignor in and to the Lease, TO
HAVE AND TO HOLD the same to Assignee, its successors and assigns forever; SUBJECT ,
HOWEVER, to each and every provision of the Lease and as hereinafter provided.
2. Acceptance of Assignment.
Effective as of the Effective Date, Assignee accepts the within assignment and
agrees to perform and discharge all of the covenants, terms, conditions and provisions to be kept,
observed and performed by Assignor as lessor under the Lease.
3. Assignor's Indemnity of Assignee.
Assignor hereby agrees to defend and indemnify Assignee, its directors, officers,
employees, agents, representatives, successors and assigns, and each of them, from and against
any and all claims, suits, demands, causes of action, actions, liabilities, losses, damages, costs
and expenses (including reasonable attorney's fees) arising out of or resulting from any breach or
default committed or alleged to have been committed by Assignor as lessor under the Lease prior
to the Effective Date.
Page 1 —Assignment of Lease 50014-71024 AssignmentoJLeases-Lehde.D0CXWJR'717/1015
4. Assignee's Indemnity of Assignor.
Within the limits of the Oregon Tort Claims Act and Oregon Constitution,
Assignee hereby agrees to defend and indemnify Assignor, and its respective directors, officers,
employees, agents, representatives, successors and assigns, and each of them, from and against
any and all claims, suits, demands, causes of action, actions, liabilities, losses, damages, costs
and expenses (including reasonable attorney's fees) arising out of or resulting from any breach or
default committed or alleged to have been committed by Assignee, its successors or assigns, as
the lessor under the Lease from and after the Effective Date.
5. Effective Date.
This Assignment shall be effective as of the date of recording of the deed
conveying title to the Premises to Assignee (the "Effective Date").
6. Counterparts.
This Assignment may be executed in one or more counterparts by the parties
hereto. All Counterparts shall be construed together and shall constitute one agreement.
7. Binding Effect.
This Assignment shall be binding on and inure to the benefit of the parties and
their respective heirs, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly
executed on behalf of each of them respectively, by their respective officers thereunto duly
authorized, in multiple originals, all as of the day and year first above written.
ASSIGNOR ASSIGNEE
Saxony-Pacific, LLC City of Tigard, an Oregon municipal corporation
By: 'X� XA' By:
Name: &6WS <J A) Name:
Its: 114n Its:
Page 2—Assignment of Lease 50014-71024Amgnmenl of Leases-Lehde.DOCXIWJR ,17/1015
4. Assignee's Indemnity of Assignor.
Within the limits of the Oregon Tort Claims Act and Oregon Constitution,
Assignee hereby agrees to defend and indemnify Assignor, and its respective directors, officers,
employees, agents, representatives, successors and assigns, and each of them, from and against
any and all claims, suits, demands, causes of action, actions, liabilities, losses, damages, costs
and expenses (including reasonable attorney's fees) arising out of or resulting from any breach or
default committed or alleged to have been committed by Assignee, its successors or assigns, as
the lessor under the Lease from and after the Effective Date.
5. Effective Date.
This Assignment shall be effective as of the date of recording of the deed
conveying title to the Premises to Assignee (the"Effective Date").
6. Counterparts.
This Assignment may be executed in one or more counterparts by the parties
hereto. All Counterparts shall be construed together and shall constitute one agreement.
7. Binding Effect.
This Assignment shall be binding on and inure to the benefit of the parties and
their respective heirs, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly
executed on behalf of each of them respectively, by their respective officers thereunto duly
authorized,in multiple originals,all as of the day and year first above written.
ASSIGNOR ASSIGNEE
Saxony-Pacific,LLC City of Tigard,an Oregon municipal corporation
By: 2&s e By:
Name: �11t�'St/Jki` Name:
Its: Its: 1
Page 2—Assignment of Lease 5004-71024 =igg lof -cah*.D0CrWJR11r120J5
EXHIBIT A
Premises
12533 SW Main Street, Tigard, OR 97223.
Exhibit A 50014-71024 A.vigment ofteases-Lehk*.D0CAlWJR17/712015
EXHIBIT B
The Lease
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Exhibit B 50014-71024 Am�pmml ofLeases-Lebde.DOCAIWJR171712015
ASSIGNMENT OF LEASE
THIS Assignment and Assumption of Lease ("Agreement") is made as of this 14th day of
December,2015, between the City of Tigard, an Oregon municipal corporation ("Assignor") and
the City Center Development Agency, an ORS chapter 457 urban renewal agency("Assignee")
RECITALS
A. Assignor owns the fee interest in those certain premises described on Exhibit A
attached and incorporated hereto (the "Premises").
B. A portion of the Premises are leased pursuant to the lease attached and
incorporated as Exhibit B (the "Lease"). Assignor holds all right,title and interest in and to the
lessor's interest under the Lease.
C. Pursuant to that certain Purchase and Sale Agreement dated
November 30, 2015, between Assignor and Assignee (the "Agreement"),Assignor has agreed to
sell the Premises to Assignee and in connection with the sale has agreed to assign the Lease to
Assignee and Assignee has agreed to assume the Lease.
AGREEMENT
NOW,THEREFORE, for valuable consideration,the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:
1. Assignment.
Effective as of the Effective Date of this Assignment,Assignor hereby transfers,
sets over and assigns to Assignee all right,title and interest of Assignor in and to the Lease,TO
HAVE AND TO HOLD the same to Assignee, its successors and assigns forever; SUBJECT ,
HOWEVER,to each and every provision of the Lease and as hereinafter provided.
2. Acceptance of Assignment.
Effective as of the Effective Date, Assignee accepts the within assignment and
agrees to perform and discharge all of the covenants, terms, conditions and provisions to be kept,
observed and performed by Assignor as lessor under the Lease.
3. Assignor's Indemnity of Assignee.
Assignor hereby agrees to defend and indemnify Assignee, its directors, officers,
employees, agents, representatives, successors and assigns, and each of them, from and against
any and all claims, suits, demands, causes of action, actions, liabilities, losses, damages, costs
and expenses (including reasonable attorney's fees)arising out of or resulting from any breach or
Page 1 —ASSIGNMENT OF LEASE
50014-708451586658II P12/10/2015
default committed or alleged to have been committed by Assignor as lessor under the Lease prior
to the Effective Date.
4. Assignee's Indemnity of Assignor.
Within the limits of the Oregon Tort Claims Act and Oregon Constitution,
Assignee hereby agrees to defend and indemnify Assignor, and its respective directors, officers,
employees, agents, representatives, successors and assigns, and each of them, from and against
any and all claims, suits, demands, causes of action, actions, liabilities, losses, damages, costs
and expenses (including reasonable attorney's fees)arising out of or resulting from any breach or
default committed or alleged to have been committed by Assignee, its successors or assigns, as
the lessor under the Lease from and after the Effective Date.
5. Effective Date.
This Assignment shall be effective as of the date of recording of the deed
conveying title to the Premises to Assignee (the "Effective Date").
6. Counterparts.
This Assignment may be executed in one or more counterparts by the parties
hereto. All Counterparts shall be construed together and shall constitute one agreement.
7. Binding Effect.
This Assignment shall be binding on and inure to the benefit of the parties and
their respective heirs, successors and assigns.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be duly
executed on behalf of each of them respectively, by their respective officer's thereunto duly
authorized, in multiple originals, all as of the day and year first above written.
ASSIGNOR ASSIGNEE
City of Tigard, an Oregon municipal City Center Development Agency, an ORS Ch.
corporation - 457 urban renewal agency
B�y:'' ti
C By�ax,�' 6iQe
Name: 1v1 J�U1 . Name: r
Its: a Its:
Page 2—ASSIGNMENT OF LEASE
50014-70845 15866581 MR12/10/1015
EXHIBIT A
Premises
LEGAL DESCRIPTION: Real property in the County of Washington, State of Oregon, described
as follows:
PARCEL I:
BEGINNING AT AN IRON PIPE MARKING THE NORTHWEST CORNER OF THE SOUTH
1/2 OF THE JOHN HICKLIN DONATION LAND CLAIM NO. 37 IN TOWNSHIP 2 SOUTH,
RANGE 1 WEST, WILLAMETTE MERIDIAN, WASHINGTON COUNTY, OREGON.
AND RUNNING THENCE SOUTH 45°00' WEST ON LINE BETWEEN THE SAID JOHN
HICKLIN DONATION LAND CLAIM AND THE GEORGE RICHARDSON DONATION LAND
CLAIM, A DISTANCE OF 1807.1 FEET TO A POINT; THENCE SOUTH 45000' EAST ALONG
THE EASTERLY LINE OF THAT CERTAIN TRACT OF LAND CONVEYED TO EMIL A. AND
OLIVIA T.JOHNSON BY DEED AS RECORDED IN BOOK 118 PAGE 0069, WASHINGTON
COUNTY, DEED RECORDS A DISTANCE OF 131.0 FEET TO THE POINT OF BEGINNING
OF THE HEREIN DESCRIBED TRACT; THENCE FROM THE DESCRIBED POINT OF
BEGINNING SOUTH 45000' EAST ALONG THE EASTERLY LINE OF SAID JOHNSON
TRACT A DISTANCE OF 93.0 FEET TO A POINT ON THE NORTHERLY LINE OF THE
PACIFIC HIGHWAY; THENCE FOLLOWING SAID NORTHERLY LINE OF THE PACIFIC
HIGHWAY ON A 5730.0 FOOT RADIUS CURVE TO THE RIGHT(THE LONG CHORD OF
WHICH BEARS SOUTH 57°31' WEST 23.5 FEET) 23.5 FEET TO A POINT MARKED BY AN
IRON HIGHWAY RIGHT OF WAY MARKER; THENCE SOUTH 57°38'WEST ALONG SAID
RIGHT OF WAY LINE 145.0 FEET TO A POINT IN THE CENTER OF FANNO CREEK;
THENCE NORTH 36030' WEST IN THE CENTER OF FANNO CREEK A DISTANCE OF 78.6
FEET TO A POINT;THENCE NORTH 55°52' WEST IN THE CENTER OF FANNO CREEK A
DISTANCE OF 6.1 FEET TO A POINT; THENCE NORTH 55°09' EAST ALONG THE
HIGHWAY RIGHT OF WAY LINE A DISTANCE OF 156.4 FEET TO THE POINT OF
BEGINNING.
PARCEL II:
BEGINNING AT AN IRON PIPE MARKING THE NORTHEAST CORNER OF THE SOUTH 1/2
OF THE JOHN HICKLIN DONATION LAND CLAIM IN TOWNSHIP 2 SOUTH, RANGE 1
WEST,WILLAMETTE MERIDIAN, WASHINGTON COUNTY, OREGON.
EXHIBIT A, Page 1 oft
.50014-70845 1586658 I I DR F11211 12015
AND RUNNING THENCE SOUTH 4S°18' WEST ALONG THE DONATION LAND CLAIM LINE
1814.5 FEET TO THE MOST WESTERLY CORNER OF LOT 15 OF ELECTRIC ADDITION TO
TIGARDVILLE ( PLAT BOOK 2, PAGE 0042), A DULY RECORDED SUBDIVISION IN
WASHINGTON COUNTY, OREGON; THENCE SOUTH 44°47' EAST ON THE
SOUTHWESTERLY LINE OF SAID LOT 15 AND THE NORTHEASTERLY LINE OF A TRACT
OF LAND CONVEYED TO EMIL JOHNSON BY DEED AS RECORDED IN BOOK 118 PAGE
0069 OF WASHINGTON COUNTY DEED RECORDS, 131.0 FEET TO THE WESTERLY
CORNER OF THE SOUTHEASTERLY 1/2 OF SAID LOT 15 AND THE TRUE POINT OF
BEGINNING OF THE HEREIN DESCRIBED TRACT; THENCE FROM THE DESCRIBED
POINT OF BEGINNING SOUTH 44047' EAST ON SAID SOUTHWESTERLY LINE OF LOT 15
A DISTANCE OF 96.0 FEET TO THE NORTHERLY LINE OF THE OLD TAYLORS FERRY
ROAD; THENCE NORTH 60012' EAST ON SAID ROAD LINE 22.2 FEET TO AN IRON;
THENCE NORTH 36010' WEST 48.3 FEET TO AN IRON; THENCE NORTH 60°12' EAST
40.1 FEET TO AN IRON; THENCE NORTH 36°10' WEST 65.0 FEET TO AN IRON ON THE
EASTERLY BOUNDARY OF THE STATE HIGHWAY; THENCE SOUTH 45°14' WEST ALONG
SAID LINE, 77.24 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM A PORTION OF A LAND CONVEY TO THE CITY OF TIGARD,
WASHINGTON COUNTY, OREGON FOR ROAD OR STREET PURPOSES RECORDED ON
SEPTEMBER 13, 2012 AS FEE NO. 2012 076041
NOTE: This legal description was created prior to January 1, 2008.
EXHIBIT A, Page 2 of 2
50014-70845/586658 11DRF11211012015
EXHIBIT B
LEASE
LESSOR: City of'Tigard,an Oregon municipal corporation ("Lessor")
LESSEE: Domestic Lines. Inc.,an Oregon Corporation ("Lessee")
EFFECTIVE DATE: August 1,2015
RECITALS
A. Lessor is the owner of the property 12533 SW Main St.,Tigard,Oregon
consisting of a 5000 sq. ft.m/1 structure and a 2970 sq.ft.m/1 canopy area.(the"Premises").
B. lessor desires to lease the Premises to Lessee,and Lessee desires to lease the
Premises from Lessor,under the terms and conditions set forth in the Lease(the"Lease")
AGREEMENT
NOW THEREFORE,in consideration of the mutual covenants herein,the parties hereto
agree as follows:
1. Property Leased. Lessor hereby leases the Premises to Lessee,and Lessee
hereby leases the Premises from Lessor.
2. Term.
2.1 The term of the Lease is for a period of one year,commencing on August
1,2015 and ending at midnight on July 31,20?(the"Term
2.2 The parties may muwaN l ee to extend the term of the Lease for such
additional time and on such terms as agreed on.
2.3 In the event Lessee for any reason shall hold over after the expiration or
earlier termination of this Lease,such holding over shall not be deemed to operate as a renewal
or extension of this Lease,but shall only create a tenancy from month to month which may be
terminated at will at any time by Lessor or Lessee.
Notwithstanding the foregoing term, Lessee may at any time terminate this Lease and
vacate the premises on 60 days written notice to Lessor,and payment of any rent,utilities or
other obligations through the last date of occupancy.
3. Rent.
3.1 Lessee shall Pay as monthly base rent the amount of S 2,000,in advance,
on the first day of each calendar month during the Term of the Lease,commencing October 1,
2015.
Page I-CURRENT RENT LEASE so+r.�lo2.ede�l �kt.�s�er.wr.� e�dyr�viymis
EXHIBIT B, Page I of 9
50014-70845 1586658 I I DRF11211012015
3.2 Rent shall be paid to Lessor by automatic payment from Lessee's bank
account. Rent for the first and last partial months of this Lease, if any, shall be prorated.
3.3 Rent payments shall be delinquent after the tenth day of each month and
rent,or any part thereof, not paid on or before the tenth day of each month shall be subject to a
late payment penalty of$20.00 per day in addition to any other remedy available to Lessor.
4. Utilities and Taxes. As is more particularly set forth in this Lease, in addition to
the monthly base rent, Lessee shall pay directly all utilities. Lessee shall be responsible for 40%.
of the water/sewer charges, representing Lessee's prorate square footage of the total area. Lessor
shall pay the ad valorem real property taxes on land and buildings. Lessee is responsible for
taxes on personal property.
5. Condition of Premises. Except as expressly provided herein, Lessee accepts the
Premises in its "AS IS"condition with all defaults and defects,whether latent or not, and agrees
that Lessor shall not be required to make any repairs, improvements or alterations to the
Premises except as expressly provided in Section 7.
6. Use of Premises.
6.1 Lessee shall use the Premises for Oregon Drive Axle and related activities
and for no other purposes whatsoever without Lessor's prior written consent,which shall not be
unreasonably withheld.
6.2 Lessee shall not:(a)make any unlawful, improper or offensive use of the
Premises; (b)suffer any strip or waste thereof;(c)permit any objectionable noise or odor to
escape or to be emitted from the Premises;or(d)do anything or permit anything to be done upon
or about the Premises in any way tending to create a nuisance.
6.3 Lessee shall not: store or use hazardous or highly combustible materials
on the Premises at any time except in strict compliance with all applicable laws; or use the
Premises in such a way or for such a purpose that the fire insurance rate on the Premises is
thereby increased or that would prevent Lessor from obtaining reduced premium rates for long
term fire insurance policies.
6.4 Lessee,at Lessee's own costs and expense,shall comply with all laws and
regulations of any municipal, county,state, federal,or other public authority respecting Lessee's
use of the Premises.
7. Repairs and Improvements.
7.1 The parties agree that the rent reflects the current condition of the
property,including roof leaks.and that Lessor intends to demolish the structure upon termination
of the lease. Accordingly, Lessor shall have no obligation to repair, maintain,and replace, the
premises excepting only conditions that pose an immediate threat to health and safety. Except
Page 2-CURRENT RENT LEASE ch nK.e r11/23,'20!s
EXHIBIT B. Page 2 of 9
SIN14-70845 I586658 lIDRFil1g0i2nl.S
for the foregoing, Lessee shall, at all times during the Term of the I-ease, at Lessee's sole cost
and expense,be responsible for such repairs, maintenance or replacement as may be necessary
for Lessee's continued use through the term of the Lease.
7.2 Notwithstanding the foregoing, in the event that in Lessee's discretion,
Lessee concludes that the property is not suitable for continued use due to a system failure or
other such condition,Lessee shall have the option to:
7.2.1 Voluntarily terminate this lease and vacate the premises on
reasonable written notice to Lessor. Rent. utilities and other Lessee obligations shall be paid to
the date the premises are vacated and the security deposit returned less any amounts otherwise
due under this Lease; or
7.2.2 Make such repair or replacement after first obtaining the approval
of Lessor, which approval shall not unreasonably be withheld.
7.3 Lessee shall not make any alterations,additions,or improvements to the
Premises exceeding$5,000,requiring a building or other permit, or affecting the structural
elements of the Premises without Lessor's consent. Any alterations,additions, or improvements
to or upon the Premises by Lessee shall be subject to Lessee's option as provided in Section 16
unless otherwise agreed by the parties in writing.
7.4 Lessor reserves,and at any and all times shall have,the right to repair the
Premises in its sole and arbitrary discretion,and for that purpose at any time may erect
scaffolding and all other necessary structures about and upon the Premises and Lessor and
Lessor's representatives,contractors,and workmen for that purpose may enter in or about the
Premises with such materials as Lessor may deem necessary therefore, and lessee waives any
claim for damages, including loss of business,resulting therefrom. Lessor will use its best
efforts to make such repairs expeditiously as reasonably possible and to cause as little
interference as reasonably possible with Lessee's use of the Premises.
8. Lessor's Right of Entry. Lessor and Lessor's agents and representatives shall
have the right to enter into or upon the Premises at any reasonable time upon not less than 24
hours prior written notice, for the purpose of examining the condition thereof,or for any other
lawful purpose;provided,however,Lessor may enter upon the Premises without such notice in
the event of any emergency requiring Lessor's immediate attention.
9. Right of Assignment. Lessee shall not assign, transfer,sublet this Lease, or any
interest herein,or otherwise permit any other person or entity to occupy the Premises without the
prior written consent of Lessor.
10. Liens. lessee will not permit any lien of any kind to be placed upon the Premises
or any part thereof. If Lessee disputes the correctness or validity of any claim of lien, Lessee
shall,within 10 days after written request from Lessor, secure the discharge of such lien or post
or provide security in a form and amount sufficient to ensure that title to the Premises remains
free from the lien claimed.
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EXHIBIT B, Page 3 of 9
50014-7084.51586/x.58 PDRF11211012015
H. Ice,Snow,Debris. At all times during the Term of the Lease, Lessee shall keep
the sidewalks and driveways of the Premises free and clear of ice,snow,rubbish,debris,and
obstruction. Lessee will not permit rubbish,debris, ice or snow to accumulate on the roof of the
buildings on the Premises,so as to stop up or obstruct gutters or downspouts or cause damage to
the roof,and will hold harmless and protect Lessor against any injury whether to Lessor or to
Lessor's property or to any other person or property caused by Lessee's failure to perform its
obligations under this section.
12. Signs. Lessee shall have the right to install one or more signs with Lessor's
consent,which shall not be unreasonably withheld and in compliance with all laws.
13. Indemnification,Waiver and Release.
Except as otherwise provided herein,Lessee hereby assumes all risk of damage to property and
injury to persons in, on, or about the Premises from any cause whatsoever. Lessee agrees that,to
the extent not prohibited by law or caused by the gross negligence or willful misconduct of
Lessor,Lessor shall not be liable for,and is hereby released from any responsibility for,any
damage either to person or property or resulting from the loss of use thereof,which damage is
sustained by Lessee or by other persons claiming through Lessee. Lessee shall indemnify,
defend,protect and hold harmless the Lessor, its officers,agents and employees from and against
any and all such claims including court costs and reasonable attorney fees(collectively "Claims")
incurred by a Lessor Party. The provisions of this Section 13 shall survive the expiration or
termination of this Lease.
14. Insurance.
14.1 Lessee,at Lessee's own cost and expense,shall at all times during the
Term of the Lease maintain,keep in effect, furnish and deliver to Lessor,commercial general
liability insurance in a form and with an insurer satisfactory to Lessor, insuring both Lessor and
Lessee,and their respective officers,employees and agent_ against all liability for damages to
person or property in or about the Premises. The amount of such liability insurance shall not be
less than$300,000 for injury to one person,$500,000 for injuries arising out of any one accident
and$150,000 for property damage.
14.2 The insurance policy required under Section 14.1 shall name Lessor, its
officers,agents and employees as an additional insured. Proof of coverage shall be furnished on
execution of this Agreement. Renewal certificates shall be furnished to Lessor at least 30 days
before the expiration date of each policy for which a certificate was heretofore furnished. A11 of
the insurance required under Section 14.1 shall be in the standard form written from time to time
by one or more insurance companies reasonably satisfactory to Lessor. Lessee agrees to deliver
to Lessor upon request from time to time certificates evidencing that such insurance policies are
in full force and effect and stating the terms thereof. Lessee immediately shall inform Lessor of
any significant change in the policy or cancellation.
15. Interest. Any amounts due Lessor under this Lease,and not paid within 10 days
after the same were due,shall bear interest at the rate of 18%per annum,or such lower rate if
required by applicable law.
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EXHIBIT B. Page 4 of 9
501114-70845 1586658 I I DRF/12110/1015
16. Futures,equipment and personal property. Lessor acknowledges that,
provided this Lease is not terminated for a breach by Lessee that Lessee has failed to cure,
Lessee is entitled to relocation assistance for its reasonable and necessary expenses consistent
with the October 23,2012 letter from the City of Tigard,attached as Exhibit`A'. Lessor and
Lessee shall cooperate in good faith regarding relocation.
17. Damage by Casualty,Fire and Duty to Repair. In the event of damage or
destruction of the Premises by any casualty to the extent of 25%or more of the value of the
Premises,either party may in its sole discretion terminate this Lease with no obligation to make
any repairs. Written notice of the election to terminate shall be given to the other party within
15 days after the occurrence of the damage. In such event,the Lease shall be deemed voluntarily
terminated on the date of the damage. If the damages are less than 25%, or Lessor elects to
repair, Lessor shall promptly repair the Premises with all due diligence and shall have the right to
take possession of and occupy,to the exclusion of the Lessee,all or any part of the Premises
which Lessor may require for the purpose of making necessary repairs,and for the period of time
between the date of such damage and until such repairs have been substantially completed there
shall be such an abatement of rent as the nature of the injury or damage and its interference with
the occupancy of the Premises by Lessee shall warrant; however,if the Premises are only slightly
injured and the damage so occasioned shall not cause any material interference with the
occupation of the Premises by Lessee, then there shall be no abatement of rent and Lessor shall
promptly repair the damage with all due diligence.
18. Eminent Domain. In case of the condemnation or appropriation of at least 25%
of the Premises by any public or private corporation under the laws of eminent domain.this
Lease may be terminated at the option of either party hereto on 20 days'written notice to the
other and in that case Lessee shall not be liable for any rent after the date of Lessee's removal
from the Premises.
19. Non-discrimination and compliance with American with Disabilities Act of
1990. Lessee shall not discriminate in any activity or service made possible by this lease with
regard to gender,gender expression,race,religion, national origin,sexual orientation,age,
disability, or familial status and agrees to conduct its operations on the Premises in compliance
with the Americans with Disabilities Act of 1990 ("ADA"). In the event lessee elects to
undertake any improvements, alterations,additions to, for,or within the Premises
("Improvements"),then Lessee agrees to cause such Improvements to be performed in
compliance with the ADA.
20. Environmental Compliance,
20.1 Lessee shall comply with all applicable federal,state, and local
environmental laws,regulations,and/or ordinances applicable to Lessee's use of the Premises,
including,but not limited to, Environmental Laws. Lessee shall not release,discharge,generate
or,other than fuel and other substances used in the permitted use of the Premises,permanently
store,any Hazardous Materials on the Premises. Lessee shall indemnify,defend,and hold
Lessor and its officers,directors,shareholders,agents,and representatives harmless from all
claims,actions,damages,and liability arising out of or from Lessee's violation of any
Environmental Laws or relating to the presence of Hazardous Materials on the Premises caused
Page 5—CURRENT RENT LEASE 50114-71024 J�Me 0.; Aide/� ,r,ror,„ie i],I V2015
EXHIBIT B, Page 5 of 9
50184-70845 1586658 1DRF1121101]015
by Lessee or Lessee's use of the Premises. This indemnification obligation shall survive the
expiration or termination of the Lease.
20.2 As used in this Lease,the term "Hazardous Materials"means(a)any
"hazardous waste"and/or"hazardous substance"defined pursuant to any Environmental Laws;
(b) asbestos or any substance containing asbestos;(c)polychlorinated biphenyls;(d)lead;(e)
radon; (f)pesticides; (g)petroleum or any other substance containing hydrocarbons;(h)any
substance which,when on the Premises, is prohibited by any Environmental Laws;and(i) any
other substance,material,or waste which,(i)by any Environmental Law requires special
handling or notification of any governmental authority in its collection, storage,treatment, or
disposal;or(ii)is defied or classified as hazardous,dangerous,or toxic pursuant to any legal
requirements. As used in this Lease,the term"Environmental Laws"means any and all federal,
state,and local laws,statutes,codes, ordinances,regulations,rules,or other requirements,
relating to human health or safety or to the environment, including,but not limited to,those
applicable to the storage,treatment,disposal,handling, and release of any Hazardous Materials,
all as amended or modified from time to time.
21. Delivering Up Premises on Termination. At the expiration or earlier
termination of the Lease,Lessee will peaceably deliver up the Premises to Lessor, free of any
items not abandoned by Lessee and free of all Hazardous Materials.
22. Default. Lessee shall be in default under this Lease if Lessee is in arrears in the
payment of the rent for a period of five days after written notice of nonpayment,or if Lessee fails
to do,keep,perform or observe any of the covenants and agreements contained herein and such
default shall continue for 20 days or more after written notice of such failure is given to Lessee
(provided,that Lessee shall not be in default if such failure reasonably requires more than 20
days to cure and Lessee commences such cure within such 20-day period),or if Lessee is
declared bankrupt or insolvent according to law,or if any assignment of Lessee's property is
made for the benefit of creditors.
23. Remedies on Default.
23.1 In the event of a default,the Lease may be terminated at the option of
Lessor without recourse by Lessee. Lessor may reenter,take possession of the Premises,and
remove any persons or property by legal action or by self-help with the use of reasonable force
and without liability for damages and without having accepted a surrender.
23.1.1 Following reentry or abandonment,Lessor may relet the Premises
and in that connection may make any suitable alterations or may refurbish the Premises, or both.
or change the character or use of the Premises.
23.1.2 In the event of termination or retaking of possession following
default by Lessee, Lessor shall be entitled to recover immediately,without waiting until the due
date of any future rent or until the date fixed for expiration of the Lease Term,the following
amounts as damages:The remaining balance of the rent due under the lease to the date the Lease
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5!1!1/4-7!1X4.5/58665N I;ORF/l 2110120/3
is scheduled to expire and any out of pocket expenses associated with securing the premises,
safeguarding,removing,transporting and disposing of any property of Lessee remaining on the
premises;
23.2 Lessor may sue periodically to recover damages during the period
corresponding to the remainder of the Term,and no action for damages shall bar a later action
for damages subsequently accruing.
23.3 If Lessee fails to perform any obligation under this Lease, Lessor shall
have the option to do so after 30 days'written notice to Lessee,unless Lessee is undertaking cure
with all due diligence. All of Lessor's expenditures to correct the default shall be reimbursed by
Lessee on demand with interest at the rate of 10%per annum from the date of expenditure by
Lessor. Such action by Lessor shall not waive any other remedies available to Lessor because of
the default.
23.4 The foregoing remedies are cumulative and shall be in addition to and
shall not exclude any other remedy available to Lessor under applicable law.
24. Disputes. Any controversy which shall arise between Lessor and Lessee
regarding the rights,duties or liabilities of either party under the Lease where the amount in
dispute is less than $25,000 shall he settled by binding arbitration in accordance with the
procedures of the Arbitration Service of Portland. The decision of the arbitrator shall be binding
on the parties. If the total amount in dispute is greater than 525,000, the dispute shall be resolved
in the courts of the State of Oregon
25. Attorney Fees and Court Costs. In case arbitration or in the event any action is
instituted to enforce compliance with any of the terms of this Lease, or to collect the rent which
may become due hereunder,the prevailing party shall be entitled to such sums as the arbitrator or
court may adjudge reasonable as attorney's fees in such arbitration or action. The losing party
agrees to pay such further sum as the arbitrator or court shall adjudge reasonable as the
prevailing party's costs and expenses.
26. Corporate Authority. The individuals executing this Lease on behalf of Lessor
and Lessee each represents and warrants that he is duly authorized to execute and deliver this
Lease on behalf of Lessee or Lessor, and in accordance with the laws of the state of Oregon and
that this Lease is binding upon Lessee and Lessor in accordance with its terms.
27. Interpretation. In construing this Lease, it is understood that Lessor or Lessee
may be more than one person;that if the context so requires,the singular pronoun shall be taken
to mean and include the plural,the masculine,the feminine and the neuter;that generally all
grammatical changes shall be made,assumed,and implied to make the provisions hereof apply
equally to corporations and to individual and that the terms herein shall be construed without
regard to which party drafted such terms.
28. Waiver. Any waiver by either party of any breach of any covenant herein
contained to be performed by the other party shall not be deemed as a continuing waiver,and
shall not operate to bar or prevent either party from declaring a forfeiture for any succeeding
breach,either of the same condition or covenant or otherwise.
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EXHIBIT B, Page 7 of 9
50014-7084515xnn-sx 1 DRF 1211oCn15
29. Notices. Any notice required by the terms of this Lease to be given by one party
hereto to the other or desired so to be given,shall be sufficient if in writing and personally
delivered or mailed by certified or registered mail with postage prepaid,addressed to the party at
the address set forth on the first page of this Lease. Notices to Lessor should be to the attention
of'Central Services. Any such notice shall be deemed conclusively to have been delivered to the
addressee thereof on delivery, if personally delivered,or 49 hours after the deposit thereof in
Oregon in the United States mail.
30. Heirs and Assigns. All rights,remedies and liabilities herein given to or imposed
upon either of the parties hereto shall inure to the benefit of and bind the heirs,executors,
administrators,successors and,so far as this Lease is assignable by the terms hereof,to the
assigns of such parties.
31. Estoppel Certificate. Lessor and Lessee agree from time to time promptly to
execute,acknowledge and deliver to the other party a statement in writing certifying that this
Lease is unmodified and in full force and effect(or if there have been modifications,that the
same is in full force and effect as modified and stating the modifications),whether any party is in
default or breach of this Lease or,with the giving of notice of lapse of time,or both,would be in
default or breach of this Lease,and the date to which the basic rent and other charges have been
paid to advance,tl any.
32. Entire Agreement. This Lease contains the entire agreement between the parties
regarding the subject matter hereof and cannot be amended except by a written instrument
subsequently executed by the parties hereto.
33. Quiet Enjoyment. Lessor will defend Lessee's right to quiet enjoyment of the
Premises from the lawful claims of all persons during the Lease Term,
IN WITH SS WHEREOF,the respective parties have executed this instrument the 7
day of2015.
LESSOR LESSEE
City of Tigard, Domestic Lines, Inc.,
an Oregon municipal corporation an Oregon corporation
13,— "rte° t3y.
Page 8-CURRENT RENT LEASE 701 J4-7J024 Lehde Deny Azle f sc I rml wlb rw c*u ge+1Jrj11;.!13.'20!5
EXHIBIT B. Page 8 of 9
50014-70845 1586658 IDRF/1_'/10/21115
Exhibit A
Relocation Letter
October 23,2012
Dear Main Street Business Owner,
You may have read recently in the Tigard Times that the City of Tigard is investigating the
purchase of the properties at 12533, 12535,and 12537 SW Main Street.The city is currently
perforating due diligence to detemvne if the sale will move forward.
If the sale moves forward,the city has agreed to a provision in the purchase and sale
agreement allowing current tenants with month-to-month leases to continue the
arrangement and lease rates for one year from the date of closing. (Send different version
to the tenant with lease that goes to 2014). It is possible that the city could negotiate a lease
extension for a few months beyond this,but it is the city's intention to redevelop the
property within 18-24 months.
If the city does purchase the property,it will work with you on relocating your business.
The city/urban renewal agency provides the following relocation benefits in conformance
with Oregon state statutes:
• Assistance in finding a new location (up to$2,500)
• Reimbursement of the costs of actually moving equipment and inventory to a new
location.
• Reestablishment expenses for the new location which includes increased cost of rent
of new location,signage,advertising of the new location,utilities and fees,the
printing of new business cards,letterhead,etc.,(not to exceed$10,000).
or
• As an alternative,a business could elect to receive a fixed payment rather than the
actual expenses.The Uniform Act provides for a payment equal the average annual
net earnings of the business (not to exceed$20,000).
If the purchase is approved the city is committed to working with you to make the transition
as smooth as possible. If you have any questions please contact Sean Farrelly,
Redevelopment Project Manager,sean@dgard-or.gov,503-718-2420.
Sincere4r,
Marty Wine
City Manager
PAGE 1—EXHIBITA 50114•71011LddeD"vrAdrL rFindMrAirwdjaPwa*V114k201S
EXHIBIT B, Page 9 of 9
50014-70X45 1586658 1 DRF11 11012015
Norma Alley
From: Sean Farrelly
Sent: Monday, December 14, 2015 8:58 AM
To: Norma Alley
Subject: FW: Tigard/Saxony Closing docs (for your review)
Attachments: ASSIGNMENT OF LEASE - Hillers.pdf; Assignment of Lease - Domestic Line,Inc..pdf;
Promissory Note.pdf; Statutory Warranty Deed.pdf; 12_9_15 OR Preliminary Title Report-
N.PDF; FIRPTAaff.PDF
Hi Norma-
Here are the docs for the CCDA closing on Saxony. Should I print them out?
See you at 1:30.
Sean
From: Dan Olsen [mailto:dan.olsen@jordanramis.com]
Sent: Thursday, December 10, 2015 11:42 AM
To: Sean Farrelly; Toby La France
Subject: FW: Tigard/Saxony Closing docs (for your review)
Here are the final documents. In addition to Angela's comments below, please note that we are assuming that the
CCDA/City will handle the various cost's internally, rather than cutting checks at closing. Same for taxes if you decide to
apportion them. Let us know if you have any concerns.
From: Angela Johnson
Sent: Thursday, December 10, 2015 10:49 AM
To: Dan Olsen
Subject: Tigard/Saxony Closing docs (for your review) [IWOV-Worksite.FID1549759]
Dan will you review my draft email to Sean and Toby?
Sean and Toby,
Attached are the closing documents for the Tigard/CCDA transaction. Please review them, and let us know if you have
any comments. We've sent the deed to the title company to review the legal description and exceptions, as part of the
title insurance process.
The CCDA will need to pay the City$1.00 and will be responsible for payment of the recording of the deed. Given that
you can record electronically, we'll let you handle the actual deed recording, unless you want us to do it. The City will be
responsible for the payment of the title insurance policy. The City may also need to file a 1099 form with the IRS, but we
figure that Toby probably knows more about that than we do. We can look into it further if you need us to do that.
Thanks,
Angela
ANGELA JOHNSON,JD Paralegal
Jordan Ramis PC Attorneys at Law
Direct: 503-598-5555 Main: 503-598-7070
1
cn
Norma Alley �� ��1 �� /6w dC
From: Sean Farrelly
Sent: Monday,July 13, 2015 5:56 PM
To: Norma Alley G l
Subject: RE: Records
We'll be sending the property file over in the next few weeks. I
Sean Farrelly
Redevelopment Project Manager
City of Tigard/City Center Development Agency
13125 SW Hall Blvd
Tigard, OR, 97223 po 503-718-2420
---------- -- — ,L a n c)4P4 l L S
From: Norma Alley
Sent: Monday, July 13, 2015 5:52 PM [VIL ��-
To: Sean Farrelly
Subject: RE: Records
Hi Sean,
I'm not sure what to do with this letter. It's something that should go in the property file and I don't see that was
forwarded to Records yet. Do you have that or do you know if the person who does will be sending the property file this
way?
Norma Affey, �W9YC
(Deputy City Recorder
City of Tigard
(503)718-2410
From: Sean Farrelly
Sent: Thursday, July 09, 2015 5:20 PM
To: Norma Alley
Subject: Records
Hi Norma-
e
Please send this DEQ"No Further Action Letter" on 12800 and 12770 Ash Ave (public works yard)to Records.
Thanks,
Sean
Sean Farrelly
Redevelopment Project Manager
City of Tigard/City Center Development Agency
13125 SW Hall Blvd
Tigard, OR, 97223
503-718-2420
1