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Saxony Property DEQ Contaminated Property Notice for PPA 14-05 NOTICE OF TRANSFER OF PROPERTY AND ASSIGNMENT AND ASSUMPTION OF PROSPECTIVE PURCHASER AGREEMENT (DEQ PPA No. 14-05) This Notice of Transfer or Property and Assignment and Assumption of Prospective Purchaser Agreement ("Notice") is made by the undersigned and is provided pursuant to the Section 8 of the Prospective Purchaser Agreement (DEQ PPA No.14-05) dated May 28, 2015 (the"PPA") between the Oregon Department of Environmental Quality("DEQ") and the City of Tigard. The parties to this Notice are the City of Tigard ("Seller"), City Center Development Agency of the City of Tigard ("Buyer"), and DEQ. The parties acknowledge that the subject property described in Attachment A to the PPA ("Property") has environmental contamination in place and that there are obligations related to development of the Property that are required to protect public health and the environment. These obligations are documented in the project files for the Saxony-Pacific Project Site, and are specifically set forth in the PPA. The Buyer notified DEQ by way of e-mail dated November 3, 2015 that Buyer proposes to acquire the Property and requests approval of this Notice. Representatives of the Buyer and DEQ spoke by telephone on November 9, 2015 to discuss notice of transfer options and procedures, including DEQ's due diligence questions, and related matters. By its signature below, Seller confirms that it will continue to comply with the terms of the PPA until the date of acquisition of ownership of the Property by Buyer, after which time Seller shall be released from all obligations under the PPA. By its signature below, Buyer hereby confirms that it assumes and agrees to be bound by the terms of the PPA as of the date of its acquisition of ownership of the Property. As a result of such assumption, Buyer shall assume the burdens and obtain the benefits of the PPA, including but not limited to the release from liability described in the PPA, as further described and subject to the conditions set forth in the PPA. By its signature below, DEQ acknowledges receipt of this Notice and approves of the proposed transfer and assumption and assignment of the PPA as provided herein. Buyer and Seller both acknowledge and agree that this Notice does not alter, amend or modify their respective obligations to each other as set forth in the Purchaser and Sale Agreement dated November 30, 2015. This Notice is executed by Seller and Buyer as of the 11f day of . C'U , 2015. SELLER: BUYER: City of Tigard City Center Development Agency of the City of Tigard By. By: t Title: A44 rla c,e r- Title: u�►'� /�P� z� The Oregon Department of Environmental Quality hereby confirms receipt of the above referenced Notice. THE OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY By: Title: -2- 89186-0001/LEGAL123612475.3 i Buyer and Seller both acknowledge and agree that this Notice does not alter, amend or modify their respective obligations to each other as set forth in the Purchaser and Sale Agreement dated November 30, 2015. This Notice is executed by Seller and Buyer as of the 1� day of_be-utrt'.r,2015. SELLER: BUYER: City of Tigard City Center Development Agency of the City of Tigard By: Title: Lit 4 A&-tn a.P Title: t✓CGLL� Irpr � The Oregon Department of Environmental Quality hereby confirms receipt of the above referenced Notice. THE OREGON DEPARTMENT OF ENVIRONMENTAL QUALITY Title: _4GV'E:YzA'Pr,N"s U L5 I oKti /ym(t) t. -2- 89186.000I/LEGAL12361247S_3