2014-079405 Washington County,Oregon 2014-079405
12/12/2014 11:23:36 AM
D-0 Cnt=1 Stn=9 D MOON
$35.00$5.00$11.00$20.00-Total=$71.00
AFTER RECORDING RETURN TO: MI 1111 111111111111111
01997191201400794050070077
Jordan Ramis PC I,Richard Hobernlcht,Director of Assessment and }9947:17$.
Taxation and Ex•Officlo County Clerk for Washington
Two Centerpointe Dr Ste 600 County,Oregon,do hereby certify that the within
Instrument of writing was received a d re orded in the(`' y , , {! •
Lake Oswego OR 97035 book of records of said coups.C`A
((J 1111
(50014-36792 —AMJ) Richard Hobernlcht,Director of Assessment and �c4.1;
Taxation,Ex•Offlclo County Clerk
UNTIL A CHANGE IS REQUESTED
SEND TAX STATEMENTS TO:
NO CHANGE
This space is reserved for recorder's use.
MEMORANDUM OF RIGHT OF FIRST REFUSAL
This is a Memorandum of that certain unrecorded Right of First Refusal included in
a Commercial Lease dated November 1, 2014, between Carl H. Johnson Family Limited
Partnership II and the City of Tigard ("Right of First Refusal"), covering the real property
situated in Washington County, Oregon, and described as follows:
See Exhibit A attached hereto and made a part hereof.
The term of the Right of First Refusal commenced on November 1, 2014, and
continues until terminated as set forth in the Right of First Refusal, but expires no later
than December 31, 2019.
The City of Tigard has an exclusive first right of refusal to purchase the property
described on Exhibit A under certain terms and conditions contained in the Right of First
Refusal section of the Lease between the parties.
This Memorandum is not a complete summary of the Right of First Refusal.
Provisions in this Memorandum shall not be used in interpreting the Right of First Refusal
provisions of the Lease. In the event of a conflict between this Memorandum and the
unrecorded Right of First Refusal, the unrecorded Right of First Refusal shall control.
The true consideration for this Memorandum of Right of First Refusal is $0.00;
however, the actual consideration consists of other property or value given and received,
which is the whole thereof.
[Signature and Acknowledgement Page Follows]
Page 1 - MEMORANDUM OF RIGHT OF FIRST REFUSAL 500/4-367921063573_1 DOCJKZ/lI/19'2014
C,
IN WITNESS WHEREOF, the parties have executed this Memorandum on this
day of November, 2014.
Carl H.Johnson Family Limited City of Tigard ,
Partnership II
By: / Ors ^!
By: Burnham Management, LLC, A ,,
General Partner Name: Ma K44‘0` Wire.
B r !4 /—1111 °"— Its: C/$11 Ma oci e-r
Forrest Johnson, Maiyger
STATE OF OREGON )
, / ss.
County of W�ls5tl ikI 61;60 )
)) tKL W.—
This instrument was acknowledged before me o, N m
eber o2___., 2014, by
Forrest Johnson, as Manager of Burnham Management, LLC, the General Partner of
Carl H. Johnson Family Limited Partnership II. /�
(20)A--, C 7770
0 , OFFICIAL SEAL NOTARY PUBLIC FOR OREGON
� -; f.'a GREER A GASTON My Commission Expires: 10-1D-/..5-
N * ' NOTARY PUBLIC - OREGON
..;I COMMISSION NO.461407
MY COMMISSION EXPIRES OCTOBER 10,2015
STATE OF OREGON )
) ss.
County of Washington )
ecen7Lr,-
This instrument was acknowledged before me on' nef , 2014, by
—7)L -- .e./✓ vie. as (/"2'7 7'2Z e el.— of the City of
Tigard.
�di ; :`, ~ OFFICIAL STAMP C "�G�Y�' 9' "/— `' l
CAROL ANN KRAGER NOTARY PUBLIC F OREGON
� eµ,i.":, ' NOTARY PUBLIC - OREGON
® COMMISSION NO. 924954 My Commission Expires: le ‘. /0/16/4..
MY COMMISSION EXPIRES FEBRUARY 10,2018
Page 2- MEMORANDUM OF RIGHT OF FIRST REFUSAL 50014-367921063573_I.DOCJKZ//1/19/2014
EXHIBIT A
(Real Property)
Part of Section 2, Township 2 South, Range 1 West of the Willamette Meridian, in the
City of Tigard, County of Washington and State of Oregon, particularly described as
Parcels I & II below:
PARCEL I
The Northwesterly one-half of the following described real tract of land, to-wit:
Beginning at a point in the Center of the County Road North 45°46' West 358.94 feet of
the most Easterly corner of that certain tract of land conveyed to Charles Burnham by
Deed recorded in Book W, Page 162, Deed Records of Washington County, Oregon;
thence North 42°19' East 374.23 feet to the Westerly line of the right-of-way of Oregon
Electric Railway Company; thence Northerly along said right-of-way line, 115.90 feet;
thence South 42°19' West 380.6 feet to the center of said road; thence South 45°46' East
115.50 feet to the place of beginning.
PARCEL II
Beginning at a point in the center of the County Road North 45°46' West 474.44 feet of
the most Easterly corner of that tract of land conveyed to Charles Burnham by deed
recorded in Book W, Page 162, Deed Records of Washington County, Oregon; thence
North 42°19' East 380.6 feet to the Southwesterly right-of-way line of the Oregon Electric
Railway Company; thence Northerly along said right-of-way line 114.0 feet;thence South
42°19' West 386.8 feet to said center of road; and thence South 45°46' East 113.60 feet to
the place of beginning.
LESS "RIGHT OF WAY" PROPERTY DEEDED TO THE CITY OF TIGARD AS
ATTACHED IN DESCRIPTION AND MAPS —Pages 2 through 5 of Exhibit A.
Page 1 - EXHIBIT A 5001-1-367921063573_I.DOCJKZ'11/19/201-I
LEGAL DESCRIPTION
FOR
RIGHT OF WAY
A tract of land situated in the Northeast One-Quarter of Section 2, Township 2 South,
Range 1 West, City of Tigard, Washington County, Oregon being described as
follows:
Beginning at the Northwest corner of Parcel 2 of the land quit claimed to Carl H. Johnson
Family L.P. II in Document No. 95081243 of the Washington County Deed Records;
thence S 44°48'53" W, along the westerly line of Parcel 2, a distance of 366.71 feet to the
northerly right-of-way of SW Burnham Street 20.00 feet from center line; thence
S 43°16'07" E, along said right-of-way, a distance of 171.35 feet to the westerly line of the
right of way dedicated in Document No. 93-19837; thence N 44°50'12" E, along said
westerly line and its extension, a distance of 17.51 feet to a point which is 37.50 feet from
the center of SW Burnham Street; thence N 43°16'07" W, parallel to and 37.50 feet from
the center line of SW Burnham Street, a distance of 98.91 feet to a point to a point [sic] of
curve of a curve to the right; thence along said curve to the right with a radius of 21.50, a
central angle of 102°44'48" (a chord which bears N 08°06'22" E 33.59 feet) and a length
of 38.56 feet; to a point of a curve to the left; thence along said curve to the left with a
radius of 312.50, a central angle of 10°59'48" (a chord which bears N 53°58'57" E
59.89 feet) and a length of 59.98 feet; thence, leaving said curve,N 45°11'07" W a
distance.of 11.86 feet to a point; thence N 44°48'53" E, parallel with and 50.00 feet from
the westerly line of Document No. 95081243, a distance of 238.14 feet to the point of
curve of a curve to the right; thence along said curve to the right with a radius of 30.00, a
central angle of 47°35'27" (a chord which bears N 68°36'36" E 24.21 feet) and a length of
24.92 feet; to the southerly right-of-way or the former Oregon Electric Railroad; thence
N 40°08'18" W, along said southerly right-of-way, a distance of 60.00 feet to the point of
beginning.
Containing 21074 square feet.
Basis of bearings,North Zone Oregon State Plane Coordinate System.
Page 2 - EXHIBIT A 50011-36792 1063573_I.DOC,✓KZ/11/19Q01-1
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Page 3 - ����A���|T4` 50014-36792 1O��3573_[[�r�CUKZ/11/1q/2O1�1
LEGAL DESCRIPTION
FOR
RIGHT OF WAY
A tract of land situated in the Northeast One-Quarter of Section 2, Township 2 South,
Range 1 West, City of Tigard, Washington County, Oregon being described as follows:
Beginning at the Northwest corner of Parcel 2 of the land quit claimed to Carl H. Johnson
Family L.P. II in Document No. 95081243 of the Washington County Deed Records;
thence S 44°48'53" W, along the westerly line of Parcel 2, a distance of 366.71 feet to the
northerly right-of-way of SW Burnham Street 20.00 feet from center line; thence
S 43°16'07" E, along said right-of-way, a distance of 171.35 feet to the westerly line of the
right of way dedicated in Document No. 93-19837; thence N 44°50'12" E, along said
westerly line and its extension, a distance of 17.51 feet to a point which is 37.50 feet from
the center of SW Burnham Street; thence N 43°16'07" W,parallel to and 37.50 feet from
the center line of SW Burnham Street, a distance of 98.91 feet to a point to a point [sic] of
curve of a curve to the right; thence along said curve to the right with a radius of 21.50, a
central angle of 102°44'48" (a chord which bears N 08°06'22" E 33.59 feet) and a length
of 38.56 feet; to a point of a curve to the left; thence along said curve to the left with a
radius of 312.50, a central angle of 10°59'48" (a chord which bears N 53°58'57" E
59.89 feet) and a length of 59.98 feet to The True Point of Beginning; thence, leaving said
curve,N 45°11'07" W a distance of 11.86 feet to a point; thence N 44°48'53" E, parallel
with and 50.00 feet from the westerly line of Document No. 95081243, a distance of
31.15 feet; thence S 44°52'12" E a distance of 12.50 feet; thence S 44°48'53" W a distance
of 11.06 feet to a point of curve of a curve to the right thence along said curve to the right
with a radius of 312.50, a central angle of 03°40'24" (a chord which bears N 46°38'41" E
20.03 feet) and a length of 20.03 feet to the true point of beginning.
Containing 385 square feet.
Basis of bearings, North Zone Oregon State Plane Coordinate System.
Page 4- EXHIBIT A 50011-36792 1063573_I.DOCUKZ/11/19'2011
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Page 5 - EXHIBIT A 50014-36792 1063573_I.DOC\JKZ/11/19/2014
COMMERCIAL LEASE
PARTIES: Carl H. Johnson Family Limited Partnership II ("Landlord")
8965 SW Burnham Street
Tigard OR 97223
City of Tigard ("Tenant")
13125 SW Hall Blvd
Tigard OR 97223
DATE: November 1, 2014
RECITALS
A. Landlord is the owner of the real property located at 8955-8973-8975
SW Burnham Street, Tigard, OR 97223 (the "Premises").
B. Landlord desires to lease the Premises to Tenant, and Tenant desires to lease the
Premises from Landlord and occupy the Premises, on the terms and conditions set forth in this
Commercial Lease (the "Lease").
NOW THEREFORE, in consideration of the mutual covenants herein, the parties hereto
agree as follows:
AGREEMENT
1. Property Leased. Landlord hereby leases the Premises to Tenant, and Tenant hereby
leases the Premises from Landlord, on the terms and conditions set forth in this Lease. The
Premises leased does not include the building at 8965 SW Burnham Street, Tigard, OR.
2. Term.
2.1 The term of this Lease is for a period of one (1) year, with an option for a
four(4) year lease extension. The term of this Lease shall commence on January 15, 2015
("Commencement Date")and end at 11:59 p.m. on December 31, 2015 ("Expiration Date"),
unless sooner terminated or extended as provided in this Lease. If Tenant wishes to exercise its
option to extend the Lease, Tenant must notify Landlord at least sixty (60) days prior to the
Expiration Date.
2.2 If sufficient funds are not appropriated to allow Tenant to make rent
payments required under this Lease, the Lease shall terminate and Tenant shall not be obligated
to make rent payments under the Lease beyond the then current fiscal year for which funds have
been appropriated. Upon the occurrence of such nonappropriation (an "Event of
Nonappropriation"), Tenant shall, no later than the end of the fiscal year for which rent payments
have been appropriated, deliver possession of the Premises to Landlord in the condition required
by the Lease. If Tenant fails to deliver possession of the Premises, the termination shall
nevertheless be effective but Tenant shall be responsible for the payment of damages in an
amount equal to the portion of rent(calculated at the rate of the rent in the year the holdover
occurs, as modified by Section 25)thereafter coming due that is attributable to the number of
Page 1 —COMMERCIAL LEASE 500/4-36792 1044586.4 DOCX\HBG/12/1/2014
days after the termination during which Tenant fails to deliver possession. Tenant shall notify
Landlord in writing within ten (10) business days after an Event of Nonappropriation, but failure
to provide such notice shall not operate to extend the Lease term or result in any liability to
Tenant.
3. Rent.
3.1 During the Lease term and the first year of the extended term, if applicable,
Tenant shall pay Landlord monthly rent for the Premises in the amount of Three Thousand Five
Hundred Dollars ($3,500.00). If the term of the Lease is extended as provided herein, effective
January 1, 2017, monthly rent shall increase by five percent(5%)to Three Thousand Six
Hundred Seventy-Five Dollars ($3,675.00) per month for the balance of the Lease term.
3.2 Rent shall be payable in monthly installments in advance on the first day of
each and every calendar month during the term of this Lease. Rent payments shall be delinquent
if not paid within five (5) days after written notice of nonpayment from Landlord to Tenant.
3.3 On the Commencement Date, Tenant shall deliver to Landlord the amount of
Three Thousand Five Hundred Dollars ($3,500.00) as rent, to be applied to rent due for the first
month of the Lease term.
4. Security. On the Commencement Date, Tenant shall deliver to Landlord the amount
of Three Thousand Five Hundred Dollars ($3,500.00) as a security deposit for the full
performance by Tenant of its obligations under this Lease ("Deposit"). If Tenant violates any
provision of this Lease, Landlord may, but shall not be obligated to, apply all or any part of the
Deposit to remedy such violation. If any portion of the Deposit is so applied, Tenant shall
immediately deposit with Landlord cash in an amount sufficient to restore the Deposit to its
original amount. Landlord may commingle the Deposit with Landlord's funds and Tenant shall
not be entitled to interest on the Deposit. Landlord and Tenant expressly acknowledge and agree
that the Deposit is not an advance payment of rent nor a measure of Landlord's damages in the
event of any default by Tenant of its lease obligations hereunder. If Tenant fully performs every
provision of the Lease,the Deposit shall be returned to Tenant within thirty (30) days after the
expiration of the Lease term.
5. Condition of Premises.
5.1 Landlord represents and warrants to Tenant that all operating systems on the
Premises are in good order, condition,and repair as of the Commencement Date.
Notwithstanding any other term of this Lease, if such representation and warranty is inaccurate,
Landlord, at its sole cost and expense, shall repair and replace any operating system that was not
in good order, condition, or repair as of the Commencement Date.
5.2 Tenant has viewed the Premises and the improvements thereon and
recognizes that the improvements are not in good repair. Tenant takes the Premises and the
improvements thereon, but not the operating systems, "as is." Tenant acknowledges that no
tenant improvements, replacements, or upgrades for Tenant's benefit are provided for under this
Lease or shall be made to the Premises by Landlord, unless agreed to in writing by Landlord and
Tenant.
Page 2—COMMERCIAL LEASE 500/4-36792 1044586_4.DOCX\HBG/12/I/2014
6. Use of Premises.
6.1 Tenant shall use the Premises during the term of this Lease for City of Tigard
Public Works Department operations and maintenance, and all activities incidental to such use
and for no other purpose without Landlord's prior written consent.
6.2 In connection with the use of the Premises, Tenant shall:
6.2.1 Comply with all applicable laws and regulations affecting the
Premises and Tenant's use of the Premises, and correct, at Tenant's own expense, any failure of
compliance created solely through Tenant's fault or by reason of Tenant's particular use;
provided, however, Tenant shall not be required to make any structural changes to effect such
compliance.
6.2.2 Refrain from any activity that would make it impossible to insure the
Premises against casualty or would substantially increase the insurance rates over the insurance
rate as of the Commencement Date.
6.2.3 Refrain from loading the electrical system or floors of the Premises
beyond the point considered safe by a competent engineer or architect selected by Landlord.
7. Utilities. Tenant shall pay for all heat, light, water, power and all other services or
utilities used at the Premises during the term of this Lease directly to the provider of such
utilities.
8. Repairs and Improvements.
8.1 During the term of this Lease, as long as the total cost of such repairs or
replacements is not in excess of Five Thousand Dollars ($5,000.00) in any Lease year, Landlord,
at Landlord's sole cost and expense, shall (a) repair, maintain, and replace, as necessary, the
structural portions of the Premises, including, without limitation, the walls, roof, and foundations
of the Premises, and (b) repair and replace, as necessary, the mechanical, plumbing, electrical,
and heating, ventilation and air conditioning equipment, interior wiring, drain pipes to sewers or
septic tank, and gutters and downspouts on the Premises serving the Premises, except that
Landlord shall not be obligated to repair or replace any such items damaged by Tenant or its
employees, agents, contractors, or invitees, which damage shall be repaired or replaced by
Tenant at Tenant's sole cost and expense. Tenant shall have ninety (90) days after written notice
from Landlord to make any repairs or replacements required to be made by Tenant under this
section. Any such repairs or replacements shall return the Premises to satisfactory condition
based on the condition of the Premises prior to the need for repair or replacement, as mutually
agreed upon my Landlord and Tenant.
8.2 During the term of the Lease, except as set forth in Section 8.1, Tenant shall
maintain and keep the Premises in good order, condition, and repair, which shall include, without
limitation,the obligation to maintain the heating, ventilation, and air conditioning system,
interior wiring, plumbing, drain pipes to sewers or septic tank, gutters, and downspouts on the
Premises, and all glass that may be broken or cracked in the windows and doors of the Premises
with glass of as good or better quality as that now in use, all at Tenant's own cost and expense.
Page 3—COMMERCIAL LEASE 50014-36792 1044586_4.DOCXIHBG/12/1/2014
8.3 Except as provided in Section 8.3.1, Tenant shall not make any alterations,
additions, or improvements to the Premises without the prior written consent of Landlord, which
shall not be unreasonably withheld. All alternations, additions, or improvements made by
Tenant shall comply with applicable laws in effect at the time they are made, the terms of this
Lease, and any plans and specifications approved by Landlord. Any alterations, additions, or
improvements to or upon the Premises, whether installed by Landlord or Tenant, shall be and
remain as part of the Premises at the expiration or earlier termination of this Lease; provided,
however, that on the expiration or earlier termination of the Lease and upon demand by
Landlord, Tenant shall, at Tenant's sole cost and expense, remove only those alterations,
additions, or improvements made by or for the account of Tenant, that are designated by
Landlord in its consent to the alterations, additions, or improvements to be removed, and repair
and restore the Premises to their original condition, subject to ordinary wear and tear.
8.3.1 Landlord hereby consents to the installation by Tenant, at its sole
cost and expense, of underground communication systems, alarm systems, and any and all
systems or devices that are necessary, in Tenant's sole discretion, for the operations and security
of Tenant at the Premises ("Tenant Installed Items"). Such consent includes, but is not limited
to, Tenant's installation of an external antenna on one of the buildings located on the Premises.
Upon the expiration or earlier termination of the Lease, Tenant may remove any Tenant Installed
Item. Tenant shall repair or pay the cost of repairing any damage to the Premises resulting from
the installation and/or removal of any Tenant Installed Item.
8.4 Landlord reserves, and at any and all times shall have, the right to repair or
maintain the Premises if Tenant fails to perform its repair and maintenance obligations as
provided in this Lease. Landlord's representatives and contractors for that purpose may enter in
or about the Premises with such materials as Landlord may deem necessary therefor, provided
that entrance to the Premises shall not be blocked thereby, and further provided that the business
of Tenant shall not be interfered with unreasonably.
9. Landlord's Right of Entry. On forty-eight (48) hours' prior written notice and
during normal business hours (except in an emergency when no notice is required), Landlord and
Landlord's agents and representatives shall have the right to enter into or upon the Premises for
the purpose of examining the condition of the Premises or for any other lawful purpose.
Landlord or Landlord's agents must be accompanied by a representative of Tenant each time
Landlord or Landlord's agents enter the Premises (except in an emergency).
10. Right of Assignment. Tenant shall not assign or transfer this Lease, or any interest
herein, or permit any other person or entity to occupy the Premises, without the prior written
consent of Landlord, which shall not be unreasonably withheld. No assignment or sublease, or
consent thereto by Landlord, shall relieve Tenant, either wholly or partially, from its obligations
under this Lease, unless agreed to in writing by Landlord.
11. Liens. Tenant shall defend, indemnify, and hold Landlord harmless from and
against any and all mechanics and other liens and encumbrances filed in connection with any
work, labor, services, or materials done for or supplied to Tenant in or about the Premises.
Tenant, at its expense, shall procure the satisfaction or discharge of record of all such liens and
encumbrances of record within thirty (30) days after the filing thereof; provided, Tenant may
contest, in good faith and at its own expense, any lien, provided Tenant posts for the protection
Page 4—COMMERCIAL LEASE 500/4-36792 1044586_4.DOCX\HBG/12/1/2014
of Landlord security in an amount and form acceptable to Landlord or bonds around the lien as
provided by law.
12. Indemnity.
12.1 Except if caused in whole or in part by the negligence or willful misconduct
of Landlord or its members, partners, agents, or representatives, to the extent of the Oregon Tort
Claims Act, Tenant shall defend (with counsel reasonably acceptable to Landlord), indemnify,
and hold Landlord harmless from and against all liabilities, damages, claims, losses,judgments,
charges, and expenses (including reasonable attorney fees and costs) arising from or in any way
related to (a)the use of the Premises by Tenant or its agents, employees, and invitees, (b) the
conduct of Tenant's business on the Premises, (c) any activity, work, or thing done or permitted
by Tenant in or about the Premises, and/or(d) Tenant's failure to perform any covenant or
obligation of Tenant under this Lease. Tenant's agreement to indemnify Landlord pursuant to
this Section 12.1 is not intended to and shall not relieve any insurance carrier of its obligations
under policies required to be carried by Tenant under this Lease. The obligations of Tenant in
this section shall survive the expiration or earlier termination of this Lease.
12.2 Landlord shall defend (with counsel reasonably acceptable to Tenant)
indemnify, and hold Tenant harmless from and against all liabilities, damages, claims, losses,
judgments, charges, and expenses (including reasonable attorney fees and costs) arising from or
in any way related to (a) Landlord's failure to perform any covenant or obligation of Landlord
under this Lease, and/or(b) any act or omission of Landlord or its members, partners, managers,
employees, agents, or representatives. Landlord's agreement to indemnify Tenant pursuant to
this Section 12.2 is not intended to and shall not relieve any insurance carrier of its obligations
under policies required to be carried by Landlord under this Lease. The obligations of Landlord
in this section shall survive the expiration or earlier termination of this Lease.
13. Insurance. Tenant shall, during the term of the Lease, procure at its expense and
keep in force the following insurance:
13.1 Commercial general liability insurance naming Landlord as an additional
insured against any and all claims for bodily injury and property damage occurring in, or about
the Premises arising out of Tenant's use and occupancy of the Premises. Such insurance shall
have a combined single limit of not less than One Million Dollars ($1,000,000.00) per
occurrence, with a Two Million Dollars ($2,000,000.00) aggregate limit. Such liability
insurance shall be primary and not contributing to any insurance available to Landlord and
Landlord's insurance shall be in excess thereto.
13.2 Personal property insurance insuring all equipment, trade fixtures,
inventory, fixtures, and personal property located on or in the Premises for perils covered by the
causes of loss special form (special peril).
13.3 Business interruption and extra expense insurance in such amounts to
reimburse Tenant for direct or indirect loss attributable to all perils commonly insured against by
prudent tenants or attributable to prevention of access to the Premises as result of such perils.
13.4 Workers' compensation insurance in accordance with statutory law.
Page 5—COMMERCIAL LEASE 50014-36772 1044586.4 DOCX\HBG/12/I/2014
13.5 The policies required to be maintained by Tenant shall be with
(a) companies rated A-X or better by A.M. Best, or(b) may be insured through an insurance pool
such as City County Insurance Services, either of which shall be reasonably acceptable to and
approved by the Landlord. Insurers shall be licensed to do business in Oregon and domiciled in
the USA. Any deductible amounts under any insurance policies required hereunder shall not
exceed Two Thousand Five Hundred Dollars ($2,500.00). Certificates of insurance shall be
delivered to Landlord on or before the Commencement Date and annually thereafter. Tenant
shall have the right to provide insurance coverage which it is obligated to carry pursuant to the
terms hereof in a blanket policy, provided such blanket policy expressly affords coverage to the
Premises and to Landlord as required by this Lease.
13.6 If Tenant does not purchase the insurance required by this Lease or keep the
same in full force and effect during the Lease term, Landlord may, but shall not be obligated to,
purchase the necessary insurance and pay the premiums. Tenant shall repay to Landlord, as
additional rent, the amount so paid promptly upon demand. In addition, Landlord may recover
from Tenant and Tenant agrees to pay, as additional rent, any and all reasonable expenses
(including attorneys' fees) and damages that Landlord may sustain by reason of the failure of
Tenant to obtain and maintain such insurance.
14. Fire and Extended Coverage Insurance.
14.1 Landlord shall obtain insurance on the buildings and improvements on the
Premises, which insurance shall insure Landlord against fire, windstorm, and other risks
protected by extended coverage of the usual kind for industrial property as may be determined by
Landlord.
14.2 The insurance policy required under this section shall name Landlord and
Tenant as the insureds, as their interests appear, and any mortgagee may be included as an
additional insured. All of the insurance provided for shall be in the standard form written from
time to time by insurance companies satisfactory to Landlord.
15. Waiver of Subrogation Rights. Landlord and Tenant hereby mutually waive their
respective rights of recovery against each other for any loss of, or damage to, either parties'
property, to the extent that such loss or damage is insured by an insurance policy required by the
terms of this Lease to be in effect at the time of such loss or damage. Each party shall obtain any
special endorsements, if required by its insurer, whereby the insurer waives its rights of
subrogation against the other party. The provisions of this section shall not apply in those
instances in which waiver of subrogation would cause either party's insurance coverage to be
voided or otherwise made uncollectible.
16. Fixtures. All partitions, plumbing, electrical wiring, additions to or improvements
upon the Premises, whether installed by Landlord or Tenant, shall be and become a part of the
Premises as soon as installed and are the property of Landlord unless otherwise provided in
writing, including in this Lease.
17. Taxes. Landlord shall pay when due all real property taxes and general and special
assessments assessed against the Premises during the term of this Lease. Tenant shall pay when
Page 6—COMMERCIAL LEASE 50014-36792 1044586_4 DOCXIHBG/12/1/2014
■
due all personal property taxes assessed against Tenant's personal property during the term of
this Lease.
18. Quiet Enjoyment. So long as Tenant pays all rent when due and complies with all
terms and conditions of this Lease, Tenant shall peaceably and quietly have, hold, and enjoy the
Premises. This covenant shall, subject to the provisions of this Lease, be binding upon any
successors in interest of Landlord's interest in this Lease.
19. Subordination.
19.1 Subject to Landlord's compliance with Section 19.2, this Lease is and shall
at all times be and remain subject and subordinate to the lien of any present or future deed of
trust, mortgage, or other security instrument(a"Mortgage") (and to any and all advances made
thereunder) upon the Premises(the mortgagee under any Mortgage is referred to herein as
"Landlord's Mortgagee"). Subject to Landlord's compliance with Section 19.2, Tenant shall
execute and return to Landlord any and all documentation required by Landlord to evidence the
subordination of this Lease to any Mortgage or Primary Lease.
19.2 As a condition of the subordination of this Lease, Landlord will obtain from
Landlord's Mortgagee, a written nondisturbance agreement to the effect that (a) in the event of a
foreclosure or other action taken under the Mortgage by the holder thereof, this Lease and the
rights of Tenant hereunder shall not be disturbed but shall continue in full force and effect so
long as Tenant shall not be in default hereunder, and (b) if Landlord's Mortgagee shall be in
possession of the Premises, that so long as Tenant observes and performs all of the obligations of
Tenant to be performed pursuant to this Lease, Landlord's Mortgagee will perform all
obligations of Landlord required to be performed under this Lease.
19.3 Subject to Landlord's Mortgagee entering into the nondisturbance
agreement as provided in Section 19.2, in the event any proceedings are brought for foreclosure,
or in the event of the exercise of the power of sale under any Mortgage made by Landlord
covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the
grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as the landlord
under this Lease. Tenant hereby agrees that no mortgagee or its successor shall be (a) bound by
any payment of rent for more than one(1) month in advance, (b) liable for any breach, act, or
omission of any prior landlord, or(c) subject to any claim of offset or defenses that Tenant may
have against any prior landlord.
20. Damage by Casualty, Fire and Duty to Repair. If the Premises are damaged by
fire or other casualty, Landlord shall forthwith repair the same unless this Lease is terminated as
permitted herein. Within thirty (30) days of the date of such damage, Landlord shall notify
Tenant if the Premises is damaged in excess of ten percent(10%) of its precasualty value, as
reasonably determined by Landlord (damage in excess of such amount being referred to as
"Major Damage" and damage equal to or less than such amount being referred to as "Minor
Damage"). If Minor Damage occurs, then Landlord shall repair such damage and rebuild that
portion of the Premises damaged. If Major Damage occurs, Landlord may elect to terminate the
Lease or to repair the damage and rebuild the Premises. If Landlord gives its written notice to
Tenant within sixty (60) days of the date of damage electing to rebuild, or in the event of Minor
Damage, this Lease shall remain in full force and effect provided the repairs are completed
Page 7—COMMERCIAL LEASE 50014-36792 1044586_4.DOCXIHBG/12/1/2014
within one hundred eighty (180) days of the date of damage, except the rent shall be reasonably
abated during the period of repair based on that portion of the Premises not reasonably useable
by Tenant. If, in the event of Major Damage, Landlord does not timely elect by written notice to
Tenant to rebuild, then this Lease shall automatically terminate as of the sixtieth (60t") day after
the date of the damage,the rent shall be reduced by a proportionate amount based upon the
extent to which Tenant's use of the Premises is impaired, and Tenant shall pay such reduced rent
up to the date of termination. Landlord agrees to refund to Tenant any rent previously paid for
any period of time subsequent to such date of termination. Landlord shall not be required to
repair any damage by fire or other cause to the property of Tenant. If the Lease is terminated
under the terms of this Section 20, Section 36 of this Lease shall be null and void and of no force
or effect.
21. Eminent Domain.
21.1 If a portion of the Premises is condemned and Section 21.2 does not apply, the
Lease shall continue on the following terms:
21.1.1 Landlord shall be entitled to all of the proceeds of condemnation and
Tenant shall have no claim against Landlord as a result of the condemnation. Notwithstanding
the foregoing, Tenant shall have the right to claim and recover from the condemning authority
separate compensation for any loss that Tenant may incur for Tenant's moving expenses,
business interruption, or taking of Tenant's personal property (but specifically excluding any
leasehold interest in the Premises) under the then applicable eminent domain laws, provided that
Tenant shall not make any claim that will detract from or diminish any award for which Landlord
may make a claim.
21.1.2 Landlord shall proceed as soon as reasonably possible to make such
repairs and alterations to the Premises as are necessary to restore the remaining Premises to a
condition as comparable as reasonably practicable to that existing at the time of the
condemnation.
21.1.3 After the date on which title vests in the condemning authority or an
earlier date on which alterations or repairs are commenced by Landlord to restore the balance of
the Premises in anticipation of taking, rent shall be reduced in proportion to the reduction in
value of the Premises as an economic unit on account of the partial taking. If the parties are
unable to agree on the amount of the reduction of rent, the amount shall be determined by
arbitration in the manner provided in Section 27.
21.2 If a condemning authority takes all of the Premises or a portion sufficient to
render the remaining Premises reasonably unsuitable for the use that Tenant was making of the
Premises prior to the taking, the Lease shall terminate as of the date the title vests in the
condemning authority. Such termination shall have the same effect as a termination by Landlord
under Section 21.1. If a condemning authority takes all of the Premises, Section 36 of this Lease
shall be null and void and of no force or effect.
21.3 Sale of all or part of the Premises to a purchaser with the power of eminent
domain in the face of a threat or probability of the exercise of the power shall be treated for the
purposes of this Section 21 as a taking by condemnation.
Page 8—COMMERCIAL LEASE 50014-36792 1044586_4.DOCX\HBG/12/1/2014
22. Hazardous Material.
22.1 Except in strict compliance with all applicable federal, state and local laws,
regulations, codes, and ordinances, Tenant shall not cause or permit any Hazardous Material to
be brought upon, kept, or used in or about, or disposed of on the Premises by Tenant or its
agents, employees, contractors, or invitees. To the extent permitted by the Oregon Tort Claims
Act, Tenant shall indemnify, defend and hold Landlord harmless from any and all actions, costs,
claims, damages, expenses (including, without limitation, attorney's fees, court costs and
amounts paid in settlement of any claims or actions), liabilities, or losses arising from a breach of
Tenant's obligation set forth in this section by Tenant or its agents, employees, contractors, or
invitees.
22.2 Landlord shall indemnify, defend and hold Tenant harmless from any and
all actions, costs, claims, damages, expenses (including, without limitation, attorney's fees, court
costs and amounts paid in settlement of any claims or actions), liabilities, or losses arising from
the presence of Hazardous Material in or about the Premises which was not released, generated,
produced, brought upon, used, stored, treated, disposed of, or caused by Tenant or its agents,
employees, contractors, or invitees.
22.3 As used herein, the term "Hazardous Material" means any hazardous,
dangerous, toxic or harmful substance, material or waste including biomedical waste which is or
becomes regulated by any local governmental authority, the State of Oregon, or the United States
Government, due to its potential harm to the health, safety, or welfare of humans or the
environment. The provisions of this section shall survive expiration or termination of this Lease.
22.4 Tenant's and Landlord's indemnification obligations under this Section 22
shall survive the termination or earlier expiration of this Lease.
23. Delivering Up Premises on Termination. At the expiration or earlier termination
of the term of the Lease, Tenant will quit and deliver up the Premises, broom-clean, to Landlord
in good order and condition, reasonable use and wear thereof excepted.
24. Default and Remedies. If(a) Tenant fails to pay rent beyond any applicable notice
and cure period, or(b) Tenant fails to perform or observe any of the covenants and agreements
contained herein and such default shall continue for thirty (30) days or more after written notice
of such failure is given to Tenant by Landlord (or in the case of a default that cannot with due
diligence be cured within such time period, if Tenant fails to commence within such time period,
and thereafter fails to diligently complete, all steps necessary to remedy the default), or
(c) Tenant is declared bankrupt or insolvent according to law, or if any assignment of Tenant's
property is made for the benefit of creditors, or(d) on the expiration or earlier termination of this
Lease, Tenant fails to surrender possession of the Premises if required to do so by the terms of
the Lease, then and in any of these events, Tenant shall be in default under the Lease and
Landlord, immediately or at any time thereafter, without demand or notice, may exercise any one
or more of the remedies set forth below, or any other remedy available under applicable laws or
contained in this Lease:
24.1 Terminate the Lease at the option of Landlord by Landlord giving written
notice of termination to Tenant. If this Lease is terminated, Tenant's liability to Landlord for
Page 9—COMMERCIAL LEASE 50014-36792 1044586_4.DOCXUIBG/12/1/2014
damages shall survive such termination, and Landlord may re-enter and take possession of the
Premises, and remove any persons or property by legal action.
24.2 Landlord or Landlord's agents may immediately or at any time thereafter
re-enter the Premises, or any part thereof, either by summary eviction proceedings or by any
suitable action or proceeding at law, and repossess the same, and may remove any person
therefrom, to the end that Landlord may have, hold and enjoy the Premises.
24.3 Relet the whole or any part of the Premises from time to time, either in the
name of Landlord or otherwise, to such tenants, for such terms ending before, on or after the
expiration date of the Lease term, at such rentals and upon such other conditions (including
concessions, tenant improvements, and free rent periods) as Landlord may determine to be
appropriate. Landlord at its option may make such physical changes to the Premises as Landlord
considers advisable or necessary in connection with any such reletting or proposed reletting,
without relieving Tenant of any liability under this Lease or otherwise affecting Tenant's
liability.
24.4 Whether or not Landlord retakes possession or relets the Premises,
Landlord shall have the right to recover unpaid rent and all damages caused by the default, as
well as all costs and expenses incurred in the connection with the enforcement of this Lease,
including reasonable attorney fees and court costs. Damages shall include, without limitation:
(a) all rentals lost; (b) all legal expenses and other related costs incurred by Landlord following
Tenant's default; (c) all costs incurred by Landlord in restoring the Premises to good order and
condition or in preparing the Premises for reletting; and (d) all costs incurred by Landlord in
reletting the Premises, including, without limitation, any brokerage commissions.
24.5 To the extent permitted under applicable law, Landlord may sue
periodically for damages as they accrue without barring a later action for further damages.
Landlord may in one action recover accrued damages plus damages attributable to the remaining
Lease term equal to the difference between the rent reserved in this Lease for the balance of the
Lease term after the time of award, and the fair rental value of the Premises for the same
discounted to the time of award at the rate of nine percent(9%) per annum. If Landlord has relet
the Premises for the period which otherwise would have constituted the unexpired portion of the
Lease term or any part, the amount of rent reserved upon such reletting shall be deemed,prima
facie, to be the fair and reasonable rental value for the part or the whole of the Premises so relet
during the term of the reletting.
24.6 Seize and dispose of Tenant's property in any manner permitted by law.
The remedies provided for in this Lease are cumulative and are not intended to be exclusive of
any other remedies to which Landlord may lawfully be entitled at any time.
25. Holding Over. If Tenant for any reason holds over after the expiration or earlier
termination of this Lease without the written consent of Landlord, 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 on thirty (30) days' written notice by Tenant or
Landlord to the other party. Rent during any period of such hold over shall be equal to one
hundred twenty-five percent(125%) of the rent owed monthly under this Lease immediately
Page 10—COMMERCIAL LEASE 50014-36792 1044586_4.DOCX\HBCn2/1/2014
/I\ 2
prior to the expiration or termination of the Lease. If Tenant holds over after expiration or earlier
termination of this Lease with Landlord's written consent, Tenant shall continue to pay rent as
provided in this Lease.
26. Arbitration. Any controversy that arises between Landlord and Tenant regarding
the rights, duties, or liabilities of either party hereunder shall be settled by binding arbitration.
Such arbitration shall be before one disinterested arbitrator if one can be agreed upon by
Landlord and Tenant, otherwise before three disinterested arbitrators, one named by Landlord,
one named by Tenant, and one named by the two thus chosen. The arbitrator or arbitrators shall
determine the controversy in accordance with the procedures of the Arbitration Service of
Portland. The decision of the arbitrator or arbitrators shall be binding on the parties.
27. Attorney Fees and Court Costs. In case suit, action or arbitration is instituted to
enforce compliance with any of the terms of this Lease, or to collect the rent due hereunder, the
prevailing party shall be entitled to such sums as the trial court or arbitrator may adjudge
reasonable as attorney's fees in such suit, action, or arbitration and in the event any appeal is
taken from any arbitration,judgment, or decree in such suit, action, or arbitration, the losing
party agrees to pay such further sum as the court shall adjudge reasonable as the prevailing
party's costs and expenses, including reasonable attorney's fees, that shall arise from enforcing
any provisions or covenants of this Lease even though no suit or action is instituted.
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 such party from declaring a forfeiture for any succeeding breach, either
of the same condition or covenant or otherwise.
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 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. Any such notice shall be deemed conclusively to have been
delivered to the addressee thereof forty-eight(48) hours after the deposit thereof in the United
States mail.
30. Successors and Assigns. All rights, remedies and liabilities herein given to or
imposed upon either party hereto shall inure to the benefit of and bind the successors and, so far
as this Lease is assignable by the terms hereof, to the assigns of such party.
31. Estoppel Certificate. Landlord and Tenant 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 (or is not) 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 in advance, if any.
32. Interpretation. In construing this Lease, it is understood that Landlord or Tenant
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, and that generally all
Page 1 I —COMMERCIAL LEASE 50014-36792 1044586_4 DOCXWBG/12/1/2014
grammatical changes shall be made, assumed and implied to make the provisions hereof apply
equally to corporations and to individuals.
33. Applicable Law and Venue. This Lease shall be governed by and construed in
accordance with the laws of the State of Oregon and in the event of any litigation arising out of
this Lease, the parties hereto stipulate and agree that the venue of any such action shall be in
Washington County, Oregon.
34. Entire Agreement. This Lease contains the entire agreement between the parties
with respect to the lease and cannot be changed or amended except by a written instrument
subsequently executed by the parties hereto.
35. Further Assurances. Each party agrees to execute and deliver such other
documents and to do and perform such other acts and things as the other party may reasonably
request to carry out the intent and accomplish the purposes of this Lease.
36. Right of First Refusal (RFR).
36.1 Beginning on the date of this Lease and continuing until the earlier of
(a) termination of this Lease or(b) 11:59 p.m. on December 31, 2019, Landlord agrees not to
sell, transfer, exchange, grant an option to purchase, or otherwise dispose of the Premises, or any
part of or interest in the Premises (collectively, "Sell"), without first offering the Premises to
Tenant on the terms and conditions set forth in this Section 36 ("RFR"). Tenant must not be in
breach of this Lease beyond any applicable notice and cure period to be entitled to exercise either
the RFR or to match the Third-Party Offer specified in Sections 36.2 through 36.5.
Notwithstanding the foregoing,the RFR does not apply to any sale, transfer, or conveyance of
the Premises by Landlord to any entity or any person (or their spouse) who is a partner of
Landlord or a member or owner of a partner of Landlord, a direct lineal descendant of Carl H.
Johnson, or any partnership, limited liability company,joint venture, corporation, or other entity
in which Landlord or any other person or entity specified in this sentence holds a ten percent
(10%) or greater ownership interest(collectively, "Permitted Transferees"). If Landlord
transfers the Premises to a Permitted Transferee,the RFR shall remain in full force and effect
and shall be binding upon a Permitted Transferee, and the Permitted Transferee shall not Sell the
Premises without complying with the terms of this Section 36.
36.2 If Landlord receives from a third party ("Third-Party Offeror") an offer to
purchase or acquire the Premises, or any part of or interest in the Premises, that Landlord desires
to accept("Third-Party Offer"), Landlord shall promptly give Tenant written notice of the price,
terms, and conditions of the Third-Party Offer, together with a true copy of any writing
evidencing the Third-Party Offer(together, the "Offer Notice"). Tenant will have a prior and
preferential right to purchase the Premises at the same price and on the same terms and
conditions as are contained in the Third-Party Offer.
36.3 Tenant will have a period of twenty (20) days from the date Tenant receives
the Offer Notice (the "Exercise Period")to notify Landlord in writing that Tenant elects to
purchase the Premises under the terms of the Third-Party Offer(an "Exercise Notice"). If
Tenant timely delivers the Exercise Notice, Landlord and Tenant will take commercially
reasonable efforts to enter into a definitive agreement for the sale and purchase of the Premises
Page 12—COMMERCIAL LEASE 50014-36792 1044586_4.DOCX\HBG/12/1/2014
no later than thirty (30) days after Tenant's delivery of the Exercise Notice ("Agreement
Negotiation Period"), which agreement shall include the price, terms, and conditions contained
in the Third-Party Offer and such other terms as are customary in agreements for the sale and
purchase of real property, such as a due diligence period, property inspection rights, and title
review.
36.4 If Tenant fails to deliver an Exercise Notice prior to the expiration of the
Exercise Period or if Landlord and Tenant fail to enter into a definitive agreement for the sale
and purchase of the Premises prior to the expiration of the Agreement Negotiation Period, then
Landlord may Sell the Premises to the Third-Party Offeror in accordance with the terms of the
Third-Party Offer(and not on more favorable terms); provided, however, that if for any reason
Landlord does not Sell the Premises to the Third-Party Offeror on the terms contained in the
Third-Party Offer within the one hundred eighty (180)-day period following the expiration of the
Exercise Period or the expiration of the Agreement Negotiation Period, as applicable, then the
RFR described in this section shall reattach and Landlord must resubmit the Third-Party Offer,
as well as any other offers to purchase or acquire the Premises, or any part of or interest in the
Premises, to Tenant before Selling the Premises, and such offers will again be subject to the
RFR.
36.5 If Tenant timely delivers the Exercise Notice and any element of the
consideration specified in the Third-Party Offer is not cash or deferred purchase money (e.g.,
an exchange of property or performance of covenants other than the payment of money),then
Tenant may elect to have the nonmonetary consideration appraised, at Tenant's sole cost and
expense, by an independent MAI appraiser and pay Landlord the cash value of the nonmonetary
consideration in lieu of the performance of the nonmonetary obligations specified in the Third-
Party Offer.
36.6 If Landlord fails to comply with the'terms of this Section 36, Tenant shall
be entitled to all remedies available under applicable law, including, without limitation, specific
performance, and to all damages caused by Landlord's failure to comply with the terms of this
Section 36.
36.7 Landlord and Tenant agree to execute, simultaneously with the execution of
the Lease, a short form memorandum of the RFR (the "Memorandum") in the form attached
hereto as Exhibit A and such other instruments required to record the Memorandum, if any. The
Memorandum will be recorded in the records of Washington County, Oregon immediately
following Landlord's and Tenant's execution of this Lease.
36.8 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
Page 13—COMMERCIAL LEASE 50014-36792 1044586_4 DOCX\HBG/12/1/2014
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.
37. Environmental Site Assessment. After execution of the Lease by Landlord and
Tenant and prior to the Commencement Date, Tenant, at its sole cost and expense, intends to
conduct a Phase I Environmental Site Assessment of the Premises ("ESA"). Landlord hereby
grants to Tenant and its consultants a non-exclusive temporary license to enter upon the Premises
for the limited purpose of conducting the ESA. Tenant will provide Landlord, at Tenant's
expense, a copy of any environmental site assessment.
37.1 Tenant shall (a) perform the ESA in a safe manner, in compliance with all
applicable laws, orders, rules, regulations and ordinances; (b) promptly and adequately repair
any damage to the Premises caused by Tenant by restoring the damaged area(s) to their condition
immediately prior to Tenant conducting the ESA; (c) promptly remove from the Premises all
items that come to be located on the Premises as a result of Tenant's entry on the Premises for
the purpose of conducting the ESA; and (d) not permit any mechanic's, materialmen's, or other
liens or claims to stand against the Premises for labor or services furnished in connection with
Tenant's permitted activities.
37.2 Subject to the provisions of the Oregon Tort Claims Act, Tenant shall
defend (with counsel reasonably acceptable to Landlord), indemnify, and hold harmless
Landlord from and against any and all claims, demands, actions, suits, damages, liabilities, injury
to persons or property, costs, penalties, fines or expenses (including reasonable attorney,
engineering, and other professional or expert fees) (collectively "Damages") arising from or
connected to entry onto the Premises by Tenant for the purpose of performing the ESA, or any
breach, violation or nonperformance of any of Tenant's obligations under this Section 37.
Notwithstanding the foregoing, the indemnity provided in this section shall not apply to the
extent any Damages are caused by the negligence or willful misconduct of Landlord or the mere
discovery by Tenant or its agents of any pre-existing environmental conditions.
37.3 If the findings of the ESA indicate the presence of Hazardous Material on,
under, or around the Premises and/or recommend that a Phase II Environmental Site Assessment
be performed, Tenant, in its sole and absolute discretion, may terminate the Lease by written
notice to Landlord given prior to the Commencement Date. Such termination shall be without
any liability on the part of either Landlord or Tenant. If any environmental remediation of the
Premises is required by any governmental entity (or any third party), then Landlord may
terminate this Lease by written notice to Tenant if the expected cost of such remediation is in
excess of Ten Thousand Dollars ($10,000.00). If Landlord does not terminate the Lease and
Page 14—COMMERCIAL LEASE 50014-36792 1044586_4DOCXIHBG/12/I/2014
remediation does occur, Tenant's rent will be reasonably abated for the affected portion of the
Premises for the relevant period of remediation.
38. Time of Essence. Time is of the essence with respect to all dates and time periods
set forth or referred to in this Lease.
IN WITNESS WHEREOF, the parties have executed this Lease effective the date set
forth above.
LANDLORD TENANT
Carl H.Johnson Family Limited City of Tigard
Partnership II, an Oregon limited
partnership
By: Burnham Management, LLC,
General Partner
All ^
By: 13;(7-7)/lif
Forrest Johnson, tanager
Name: Ivt nab wt .
Title: (l Mevr1CC4yf.—1
Page 15—COMMERCIAL LEASE 50014-36792 1044586_4 DOCX\HBG/12/1/2014
EXHIBIT A
Memorandum of Right of First Refusal
AFTER RECORDING RETURN TO:
Jordan Ramis PC
Two Centerpointe Dr Ste 600
Lake Oswego OR 97035
(50014-36792—AMJ)
UNTIL A CHANGE IS REQUESTED
SEND TAX STATEMENTS TO:
NO CHANGE
This space is reserved for recorder's use.
MEMORANDUM OF RIGHT OF FIRST REFUSAL
This is a Memorandum of that certain unrecorded Right of First Refusal included in a
Commercial Lease dated November 1,2014, between Carl H. Johnson Family Limited
Partnership II and the City of Tigard ("Right of First Refusal"), covering the real property
situated in Washington County, Oregon, and described as follows:
See Exhibit A attached hereto and made a part hereof.
The term of the Right of First Refusal commenced on November 1, 2014, and continues
until terminated as set forth in the Right of First Refusal, but expires no later than December 31,
2019.
The City of Tigard has an exclusive first right of refusal to purchase the property
described on Exhibit A under certain terms and conditions contained in the Right of First Refusal
section of the Lease between the parties.
This Memorandum is not a complete summary of the Right of First Refusal. Provisions
in this Memorandum shall not be used in interpreting the Right of First Refusal provisions of the
Lease. In the event of a conflict between this Memorandum and the unrecorded Right of First
Refusal, the unrecorded Right of First Refusal shall control.
The true consideration for this Memorandum of Right of First Refusal is $0.00; however,
the actual consideration consists of other property or value given and received, which is the
whole thereof.
[Signature and Acknowledgement Page Follows]
Page 1 —EXHIBIT A 50014-36792 1044586_4 DOCXWBG/12/1/2014
IN WITNESS WHEREOF, the parties have executed this Memorandum on this
day of November, 2014.
Carl H.Johnson Family Limited City of Tigard
Partnership II ,
(����
By:
By: Burnham Management, LLC, -
General Partner Name: Ma)4 4e6t Wi e
By: g l A 4AssiLiA.ri Its: C4j Ma 114'3&(Fo est Johnsen, Ma.. !er
STATE OF OREGON )
I / ) ss.
County of_tAIIrf/kith70 )
This instrument was acknowledged before me on Neverrther Z , 2014, by
Forrest Johnson, as Manager of Burnham Management, LLC,the General Partner of Carl H.
Johnson Family Limited Partnership II. /
���, OFFICAI AL SEAL NOTARY PUBLIC FOR OREGON
Q d_, GREEK GASTON My Commission Expires: /0-'/O -/s
. ` NOTARY PUBLIC OREGON
�,4�.i COMMISSION NO.461407
MY COMMISSION EXPIRES OCTOBER 10,2015
STATE OF OREGON )
) ss.
County of Washington )
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This instrument was acknowledged before me on November— , 2014, by
`791/Ir fy L. 2(1,/'6. as �../A y )f y/jep je,– of the City of Tigard.
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- NOTARY PUBLIC FOR OREGON
sf_ OFFICIAL STAMP My Commission Expires:CAROL ANN KRAGER M p pG' /��, DIS
V-=.4 r NOTARY PUBLIC - OREGON
:cii COMMISSION NO. 924954
MY COMMISSION EXPIRES FEBRUARY 10,2018
Page 2-EXHIBIT A 50014-36792 1044586_4.DOCX\HBG/12/1/2014
EXHIBIT A
(Real Property)
Part of Section 2, Township 2 South, Range 1 West of the Willamette Meridian, in the City of
Tigard, County of Washington and State of Oregon, particularly described as Parcels I & II
below:
PARCEL I
The Northwesterly one-half of the following described real tract of land, to-wit:
Beginning at a point in the Center of the County Road North 45°46' West 358.94 feet of the most
Easterly corner of that certain tract of land conveyed to Charles Burnham by Deed recorded in
Book W, Page 162, Deed Records of Washington County, Oregon; thence North 42°l9' East
374.23 feet to the Westerly line of the right-of-way of Oregon Electric Railway Company;
thence Northerly along said right-of-way line, 115.90 feet; thence South 42°19' West 380.6 feet
to the center of said road; thence South 45°46' East 115.50 feet to the place of beginning.
PARCEL II
Beginning at a point in the center of the County Road North 45°46' West 474.44 feet of the most
Easterly corner of that tract of land conveyed to Charles Burnham by deed recorded in Book W,
Page 162, Deed Records of Washington County, Oregon; thence North 42°19' East 380.6 feet to
the Southwesterly right-of-way line of the Oregon Electric Railway Company; thence Northerly
along said right-of-way line 114.0 feet;thence South 42°l9' West 386.8 feet to said center of
road; and thence South 45°46' East 113.60 feet to the place of beginning.
LESS "RIGHT OF WAY" PROPERTY DEEDED TO THE CITY OF TIGARD AS
ATTACHED IN DESCRIPTION AND MAPS—Pages 2 through 5 of Exhibit A.
Page 1 —EXHIBIT A TO MEMORANDUM OF RIGHT OF FIRST REFUSAL 50014-36792 1044566_4 DOCX\HBG/12/1/2014
LEGAL DESCRIPTION
FOR
RIGHT OF WAY
A tract of land situated in the Northeast One-Quarter of Section 2, Township 2 South,
Range 1 West, City of Tigard, Washington County, Oregon being described as follows:
Beginning at the Northwest corner of Parcel 2 of the land quit claimed to Carl H. Johnson Family
L.P. II in Document No. 95081243 of the Washington County Deed Records; thence S 44°48'53"
W, along the westerly line of Parcel 2, a distance of 366.71 feet to the northerly right-of-way of
SW Burnham Street 20.00 feet from center line; thence S 43°16'07" E, along said right-of-way, a
distance of 171.35 feet to the westerly line of the right of way dedicated in Document
No. 93-19837; thence N 44°50'12" E, along said westerly line and its extension, a distance of
17.51 feet to a point which is 37.50 feet from the center of SW Burnham Street; thence
N 43°16'07" W, parallel to and 37.50 feet from the center line of SW Burnham Street, a distance
of 98.91 feet to a point to a point [sic] of curve of a curve to the right; thence along said curve to
the right with a radius of 21.50, a central angle of 102°44'48" (a chord which bears N 08°06'22"
E 33.59 feet) and a length of 38.56 feet; to a point of a curve to the left; thence along said curve
to the left with a radius of 312.50, a central angle of 10°59'48" (a chord which bears N 53°58'57"
E 59.89 feet) and a length of 59.98 feet; thence, leaving said curve,N 45°11'07" W a distance of
11.86 feet to a point; thence N 44°48'53" E, parallel with and 50.00 feet from the westerly line of
Document No. 95081243, a distance of 238.14 feet to the point of curve of a curve to the right;
thence along said curve to the right with a radius of 30.00, a central angle of 47°35'27" (a chord
which bears N 68°36'36" E 24.21 feet) and a length of 24.92 feet; to the southerly right-of-way
or the former Oregon Electric Railroad; thence N 40°08'18" W, along said southerly right-of-
way, a distance of 60.00 feet to the point of beginning.
Containing 21074 square feet.
Basis of bearings,North Zone Oregon State Plane Coordinate System.
Page 2—EXHIBIT A TO MEMORANDUM OF RIGHT OF FIRST REFUSAL 50014-36792 1044586_4 DOCXWBG/12/1/2014
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Page 3—EXHIBIT A TO MEMORANDUM OF RIGHT OF FIRST REFUSAL 50014-36792 10445864 DOCXWBG/12/1/2014
LEGAL DESCRIPTION
FOR
RIGHT OF WAY
A tract of land situated in the Northeast One-Quarter of Section 2, Township 2 South, Range 1
West, City of Tigard, Washington County, Oregon being described as follows:
Beginning at the Northwest corner of Parcel 2 of the land quit claimed to Carl H. Johnson Family
L.P. II in Document No. 95081243 of the Washington County Deed Records; thence S 44°48'53"
W, along the westerly line of Parcel 2, a distance of 366.71 feet to the northerly right-of-way of
SW Burnham Street 20.00 feet from center line; thence S 43°16'07" E, along said right-of-way, a
distance of 171.35 feet to the westerly line of the right of way dedicated in Document
No. 93-19837; thence N 44°50'12" E, along said westerly line and its extension, a distance of
17.51 feet to a point which is 37.50 feet from the center of SW Burnham Street; thence
N 43°16'07" W, parallel to and 37.50 feet from the center line of SW Burnham Street, a distance
of 98.91 feet to a point to a point [sic] of curve of a curve to the right; thence along said curve to
the right with a radius of 21.50, a central angle of 102°44'48" (a chord which bears N 08°06'22"
E 33.59 feet) and a length of 38.56 feet; to a point of a curve to the left; thence along said curve
to the left with a radius of 312.50, a central angle of 10°59'48" (a chord which bears N 53°58'57"
E 59.89 feet) and a length of 59.98 feet to The True Point of Beginning; thence, leaving said
curve,N 45°1 1'07" W a distance of 11.86 feet to a point; thence N 44°48'53" E, parallel with
and 50.00 feet from the westerly line of Document No. 95081243, a distance of 31.15 feet;
thence S 44°52'12" E a distance of 12.50 feet; thence S 44°48'53" W a distance of 11.06 feet to a
point of curve of a curve to the right thence along said curve to the right with a radius of 312.50,
a central angle of 03°40'24" (a chord which bears N 46°38'41" E 20.03 feet) and a length of
20.03 feet to the true point of beginning.
Containing 385 square feet.
Basis of bearings, North Zone Oregon State Plane Coordinate System.
Page 4—EXHIBIT A TO MEMORANDUM OF RIGHT OF FIRST REFUSAL 500/4-36792 1044586_4.DOCX\HBG/12/1/2014
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Page 5—EXHIBIT A TO MEMORANDUM OF RIGHT OF FIRST REFUSAL 50014-36792 10445864 DOCX\HBG/12/1/2014