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12562 Main Street LLC ~AG203003~ Agreement to Convey Easement AGREEMENT TO CONVEY EASEMENT BETWEEN: 12562 Main Street LLC,an Oregon limited liability company ("Grantor") And Town Center Development Agency, an ORS 457 urban renewal agency ("Grantee") RECITALS A. Grantor owns unimproved real property consisting of approximately 11,928 sq. ft. located on SW Main Street in Tigard, Washington County, Oregon (the"Easement Area") as more particularly described and shown on Exhibit"A"hereto. B. Grantee desires to obtain and Grantor agrees to convey an easement over, across and under the Property on the terms and conditions set forth in this Agreement. AGREEMENT NOW, THEREFORE, for good and valuable consideration described in this Agreement,the sufficiency of which is hereby acknowledged,the parties hereto agree as set forth below. 1. Conveyance: Grantor agrees to convey to Grantee a perpetual exclusive(except as provided herein) easement on, over and across the Easement Area for pedestrian and bicycle access, Fanno Creek access and placement of utilities, including but not limited to the right to improve, repair, maintain and regulate the Easement Area. The easement shall be in substantially the form set forth in Exhibit"B"hereto (the "Easement Conveyance"), and be subject to: 1.1 Reservation: a reservation in favor of Grantor providing for temporary access to the Easement Area by Grantor to facilitate reasonable, necessary and customary construction, maintenance or repair of Grantor's improvements located on that portion of Grantor's property adjacent to the Easement Area; 1.2 Condition: a condition precluding use of the Easement Area by Grantee until Grantee's post-closing obligation to provide the Driveway Expansion is satisfied; and 1.3 Condition: Grantee's obligation to maintain the Easement Area in a reasonably clean and safe condition, consistent with its maintenance of the Fanno Creek Trail in the downtown area of Tigard. 1.4 Reservation: a reservation in favor of Grantor providing for the perpetual right of access to the extent provided in the Easement Conveyance over and across the Easement Area by Grantor and Grantor's principals, employees, agents, contractors, invitees, and tenants for ingress and egress to improvements located on or to be constructed on the property with the address of 12562 Main St., Tigard, Oregon (the "12562 Property"). {00124834;11 1 Agreement to convey easement 1 Grantor further agrees to convey to Grantee an easement for temporary access for the benefit of that certain property adjacent to Grantor's property to facilitate reasonable,necessary and customary construction,maintenance or repair by Grantee of the Easement Area, as provided in the Easement Conveyance. 2. Consideration: Consideration for the conveyance of the Easement Area consists of. 2.1 Purchase price: Grantee shall pay to Grantor the sum of$118,000 as compensation for the Easement Area, together with $50,000 as compensation for the cost to cure impacts on the parking area(the "Parking Lot") located at the rear of, and serving, the property owned by Grantor and the property that is owned by Main St. LLC and Michael P. Dudunakis, as tenants in common (the"12564, 12566 and 12568 Property Owner")which is located at 12564, 12566 and 12568 Main St., Tigard, Oregon(the "12564, 12566 and 12568 Property") for a total monetary consideration of $168,000. Payment shall be made in full at Closing as provided in Section 7. If requested by Grantor, Grantee shall allocate the total monetary consideration payable by Grantee pursuant to this Section 2.1 between Grantor and the 12564, 12566 and 12568 Property Owner in such amounts as directed by Grantor. 2.2 Driveway improvements: As a post-Closing obligation, Grantee shall, at Grantee's sole cost and expense cause the existing single lane drive aisle on the southwest side of the 12564, 12566 and 12568 Property accessing the Parking Lot to be expanded to provide two-way access to the Parking Lot and make such other changes as are mutually agreed to by Grantor and Grantee such that two-way access to the Parking Lot is available to both the 12562 Property and the 12564, 12566 and 12568 Property(the "Driveway Expansion"). The Driveway Expansion shall consist of. (a)the public dedication strip consisting of approximately 2373 sq. ft., as shown on Exhibit"C"hereto and (b) improvement of the dedication strip to City of Tigard standards together with improvements to Grantor's existing drive aisle to the extent reasonably necessary to tie into the Driveway Expansion. Grantee's plans and specifications for the Driveway Expansion shall be subject to the prior written approval of Grantor,which approval shall not be unreasonably withheld, and all work shall be done consistent with the approved plans and specifications. Grantor shall provide reasonable access to the drive aisle to complete the Driveway Expansion;provided, however, notwithstanding anything to the contrary contained in this Agreement, in no event may Grantee perform any work in the Easement Area or with respect to the Driveway Expansion in any manner that will temporarily preclude access to the Parking Lot to Grantor or the 12564, 12566 and 12568 Property Owner or their respective agents, employees, contractors, invitees or tenants during established business hours, it being understood that it is the intention of the parties that at all times during business hours, Grantor and the 12564, 12566 and 12568 Property Owner and their respective agents, employees, contractors, invitees or tenants shall have uninterrupted access to the Parking Lot, either by way of the driveway currently located in the Easement Area or the driveway located in the Driveway Expansion area. Prior to performing any work on the 12562 Property or the 12564, 12566 and 12568 Property, Grantee shall cause all person or entities performing such work to maintain (and provide the owners of both the 12562 Property and the 12564, 12566 and 12568 Property with a certificate of) commercial general liability insurance,naming both the owners of the 12562 Property and the 12564, 12566 and 12568 Property as an additional insured, in form and content reasonably acceptable to the owners of the 12562 Property and the 12564, 12566 and 12568 Property, in {00124834;1} 2 Agreement to convey easement amounts of not less than $1,000,000 per occurrence and$2,000,000 general aggregate. The obligations of this Section 2.2 shall survive Closing and recording of the Easement Conveyance. 2.3 Parking Lot Reconfiguration and Paving. Grantee at its sole expense shall make the application to the City of Tigard and to Clean Water Services on behalf of Grantor for the pedestrian and bicycle path and related improvements. Grantor intends to reconfigure and pave the Parking Lot at its sole expense. Grantee and Grantor shall provide each other with an opportunity to review and comment on their respective improvement plans and shall consult and coordinate with each other reasonably and in good faith on such plans with the objective of minimizing costs and filing a joint application with CWS,provided, however,that either party may elect to file a separate application. It is understood that the permits and plans likely will include, among other things: (i) accommodation of stormwater collection from building downspouts to an outfall location in Fanno Creek, (ii)reconfiguring all parking stalls to a 9 feet width, (iii)p an access aisle within the parking lot with 22 feet of clearance, (iv)relocation of trash enclosures, (v) adequate room for Parking Lot signage, (vi)removal of Parking Lot landscaping, and(vii)possible plaza area amenities. This obligation shall survive Closing and recording of the Easement Conveyance but shall terminate on the date that is one-year from the date this Agreement is last executed. 2.4 Maintenance and repair of the driveway. After completion of the Driveway Expansion, each party shall be primarily responsible for the maintenance and repair of their respective portions of the driveway. Provided,however,that each party shall notify the other in advance of any such work that involves an expenditure in excess of$5,000 and the parties shall consult and cooperate reasonably and in good faith on the terms and conditions of such work, including allocation of responsibility and costs. Maintenance and repair by Grantee shall not preclude uninterrupted access as provided in paragraph 2.2, above. This obligation shall survive Closing and Recording of the Easement Conveyance. 3. Contingencies: 3.1. Grantee shall have 45 days from the date of execution of this Agreement(the "Contingency Period")to terminate this Agreement, in Grantee's sole discretion, for failure to be satisfied as to any of the following: 3.1.1 Acceptance of title. Grantee shall be responsible for obtaining a preliminary title report and accepting or rejecting any exceptions to title. Grantor and Grantee agree to seek to resolve any title objections in good faith. 3.1.2 Within ten(10) days after the Effective Date, Grantor has delivered to Grantee any and all documents known by Grantor to be in its possession or control relating to the Easement Area relevant to Grantee's use and development of the Easement Area, including without limitation land use approvals,permits, agreements related to the Easement Area that will survive Closing, maps, surveys, inspection reports and studies, but excluding(a) documents that are no longer in effect(b)tax documents, (c) documents subject to attorney client privilege, (d)documents relating to potential transactions that have not occurred and(e) appraisals ("Property Documents"). Grantor shall promptly deliver to Grantee any new or additional Property Documents that come to its actual knowledge during the Contingency Period. Notwithstanding the foregoing, Grantor shall not be required to deliver any of the following documents: (i)any proposals, letters of intent, draft contracts (00124834;1) 3 Agreement to convey easement 11�0 and the like prepared by or for other prospective purchasers of the Easement Area, or(ii) Grantor's internal memoranda, attorney-client privileged documents or privileged communications or appraisals. Grantor and its agents shall have no responsibility or liability for the completeness or accuracy of such information, make no representations with respect to such documents and information, and Grantee assumes the entire responsibility for interpreting and assessing the information provided, will rely solely on its own judgment in making a decision to Close. 3.1.3 Final approval. Approval of this Agreement by the TCDA Board of Directors. 3.1.4 Non-appropriation.Notwithstanding any other provision, Grantee's obligation to Close is subject to appropriation of funds by its Board of Directors for fiscal year 2019-2020, which shall be in the Board's sole discretion. 3.1.5 Release or Non-disturbance agreement. Grantor providing a release of the Easement Area or non-disturbance agreement reasonably satisfactory to Grantee from each of the lender(s)holding of record security interest in the 12562 Property and the 12564, 12566 and 12568 Property. 3.1.6 Grantor tendering to Escrow executed easements and otherwise performing each and every obligation due before Closing. 3.2 Grantor's obligation to Close is contingent on: 3.2.1 Grantee performing each and every obligation due before Closing. 3.2.2 Grantee having obtained approval from the TDCA and tendered the monetary consideration to Escrow. 3.2.3 Grantor obtaining approval of this Agreement from its lender within 60 days of the date of this Agreement. If Grantor does not deliver to Grantee a written notice terminating this Agreement on or before the date that is 60 days after the date of this Agreement,then Grantor shall be deemed to have terminated this Agreement. 3.2.3 Grantee recording the public dedication deed attached as Exhibit `C'. 4. Representations and Warranties of Grantee. Grantee represents and warrants that, as of the date of execution and Closing, all the representations and warranties of Grantee contained in this Agreement are and shall be true and correct and shall survive Closing for a period of six(6)months. Each of Grantee's representations and warranties is material to and is being relied upon by Grantor and the continuing truth thereof shall constitute a condition precedent to Grantor's obligations hereunder. Grantee represents and warrants to Grantor as follows: 4.1 Authority and Binding Effect. The execution and delivery of this Agreement has been duly authorized and approved by all requisite action of Grantee and no other authorizations or approvals will be necessary in order to enable Grantee to enter into or to comply with the terms of this Agreement except as provided above. This Agreement and the other documents to be executed by Grantee, upon execution and delivery thereof by Grantee, will have been duly entered into by Grantee, and will constitute legal, valid and binding obligations except as provided above. To Grantee's actual knowledge, neither this Agreement nor anything provided to be done under this Agreement violates or shall violate any contract, document, understanding, agreement or instrument to which Grantee is a party or by which it is bound. 4.2 No reliance. Grantee has not relied in any way on any representation of Grantor except as expressly provided for herein and has fully and completely satisfied itself as to the condition of the Property and is solely responsible for its decision to Close this transaction. {00124834;1} 4 Agreement to convey easement 1A) 4.3 No Assignment. Grantee will not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior approval of Grantor. 5. Representations and Warranties of Grantor. Grantor represents and warrants that, as of the date of execution and Closing, all the representations and warranties of Grantor contained in this Agreement are and shall be true and correct and shall survive Closing for a period of six (6)months. Each of Grantor's representations and warranties is material to and is being relied upon by Grantee and the continuing truth thereof shall constitute a condition precedent to Grantee's obligations hereunder. Grantor represents and warrants to Grantee as follows: 5.1 Authority. Grantor has authority and authorization to enter into this Agreement and consummate the transaction contemplated by it and shall deliver such proof of the power and authority as may be reasonably required by the Escrow Holder or Grantee. 5.2 Grantor is authorized to enter into this Agreement on behalf of itself, and the owners of the 12564, 12566 and 12568 Property on the terms and conditions set forth in this Agreement, including but not limited to granting access to and authorization for the Driveway Expansion and the conveyance of the easement. 5.3 Assistance. During the Contingency Period Grantor shall provide reasonable assistance to Grantee in addressing issues that arise,provided that Grantee remains responsible for all aspects of Grantee's due diligence,verification of information and decision whether to Close. 5.4 Title. Grantor has sole legal and beneficial fee title to the Easement Area and has not granted any person or entity any right or interest in the Easement Area or to access or use the Easement Area except as set forth in this Agreement, the preliminary and final title report, and the Property Documents. 5.5 Pending Transactions, Suits or Proceedings. To Grantor's knowledge, there are no suits, proceedings, litigation, condemnation, or investigations pending or threatened against or affecting the Easement Area or Grantor as the owner of the Easement Area in any court at law or in equity, or before or by any governmental department, commission, board, agency or instrumentality. 5.6 No Further Encumbrances.As long as this Agreement remains in force, Grantor will not convey any interest in the Easement Area nor any rights therein,nor permit or suffer any lien to be placed on the property, including for labor or materials 5.7 Hazardous Materials. Grantor has not received any written notice that the Easement Area is not now in violation of, and is not currently under investigation for violation of, any Environmental Laws. Grantor hereby assigns to Grantee as of the Closing, to the extent assignable, all claims, counterclaims, defenses or actions, whether at common law or pursuant to any other applicable federal or state or other laws, if any,that Grantor may have against third parties to the extent relating to the existence of Hazardous Materials in, at, on, under or about the Easement Area. 5.8 Federal Compliance. Grantor is not(and is not engaged in this transaction with or on behalf of) a person or entity that Grantee is prohibited or restricted from doing business with pursuant to antiterrorism laws, including but not limited to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act(Patriot Act),the Bank Secrecy Act,the Trading with the Enemy Act,the International Emergency Economic Powers Act, sanctions and regulations promulgated pursuant thereto by the Office of Foreign Assets Control, as well as laws related to the prevention and detection of money laundering. 5.9 Voluntary Sale. Grantor acknowledges that this Agreement is a voluntary sale and that Grantee has made no threat of condemnation. i {00124834;1} 5 Agreement to convey easement I 6. AS-IS Conveyance. The Easement Area is being conveyed by the Easement Conveyance to, and accepted by, Grantee at Closing in its then-present condition,AS-IS, WHERE IS, WITH ALL FAULTS, and without any warranty whatsoever, express or implied, except for the representations and warranties set forth herein in the Easement Agreement to be delivered at Closing. Grantee acknowledges that: (a) it is acquiring an easement in the Easement Area AS-IS, WHERE IS, WITH ALL FAULTS; (b) Grantee will have made or performed any and all tests, surveys, or other examinations of the Easement Area as Grantee deems necessary prior to the end of the Contingency Period; and(c) is relying solely on its own inspection, examination, due diligence and evaluation of the Easement Area and Property Documents. Grantor has not made, is not now making, and specifically disclaims, any and all warranties and representations of any kind, express or implied, oral or written, with respect to the Easement Area, except for any representation or warranty made herein or in the Easement Conveyance. The provisions of this Section 6 shall survive termination of this Agreement, Closing and recording for six(6)months. 7. Closing. The parties will make good faith diligent efforts to close within 60 days of the effective date of this Agreement, which date may be extended by mutual agreement which shall not unreasonably be withheld. The transaction will be closed in the offices of First American Title Company, c/o Rene Moody,200 SW Market St. Suite 250, Portland OR 97201 ("Escrow"). 7.1 Within 5 days of execution, Grantee will open escrow and deposit an executed copy of this Agreement for use as escrow instructions. 7.2 Upon notice from the parties that all conditions precedent have been satisfied or waived and deposit of all funds due to Grantor, Escrow holder shall close Escrow by(a) confirming execution of all documents necessary for Closing including such documents as required by Escrow; (b)recording the easement substantially in the form shown in Exhibits `B' and (c) delivering funds and documents as set forth herein. 7.3 Escrow shall issue to Grantee a standard form title insurance policy in the amount $118,000 at Grantee's expense. 7.4 All other expenses associated with recording and Closing shall be borne equally by the parties. 8. Default and Remedies 8.1 If Grantee fails to Close in breach of this Agreement after 30 days' notice and opportunity to cure from Grantor, Grantee shall be in default and Grantor is entitled, as Grantor's sole and exclusive remedy,to liquidated damages in the amount of$15,000 together with any Escrow cancellation charges. Such amount has been agreed by the parties to be reasonable compensation and the exclusive remedy for Grantee's default, since the precise amount of such compensation would be difficult to determine. Except as provided below, Grantor shall have no right to any other damages, claims or actions against Grantee. By initialing this provision in the spaces below, Grantor and Grantee each specifically affirm their respective agreement to this liquidated damages provision as Grantor's sole and exclusive remedy for Grantee's default and failure to Close, and agreement that the sum is a reasonable sum. Grantee's Initials Grantor's Initials ,,�Ko {00124834;1} 6 Agreement to convey easement 8.2. After Closing Grantor shall have the right to enforce Grantee's obligation to construct the Driveway Expansion and the conditions of the Easement Conveyance as provided by law, including injunctive relief and damages. This Section 8.2 shall survive Closing. 8.3 If Grantor breaches this Agreement,which breach Grantor fails to cure within thirty(30) days after receipt of written notice thereof from Grantee, Grantor shall be in default of this Agreement. If Escrow fails to close due to Grantor's default, Grantor shall pay all Escrow cancellation charges. In the event of such default, Grantee shall have the right, as Grantee's sole remedies,to either(a)terminate this Agreement or(b) seek an action for specific performance to enforce Grantee's rights hereunder. 9. Attorney's Fees. The parry prevailing in any action to enforce or defend the terms of this Agreement shall be entitled to recover from the other party its costs, including,without limitation, attorneys' fees and costs as fixed by the court therein, including on appeal. 10. Construction. This Agreement shall not be construed in favor of or against either party but shall be construed as if both parties prepared this Agreement. 11. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and all prior and contemporaneous agreements, representations, negotiations and understandings of the parties, oral or written, are hereby superseded and merged herein. The foregoing sentence shall in no way affect the validity of any instruments executed by the parties in the form of the Exhibits attached to this Agreement. 12. Governing Law. This Agreement shall be governed by and construed under the laws of the State of Oregon. 13. Modification.No modification,waiver, amendment, discharge, or change of this Agreement shall be valid unless the same is in writing and signed by all signatories hereto. 14. Real Estate Brokerage Commission.Neither party has engaged the services of a real estate broker and no commissions are due. It is disclosed that George Diamond,Nicholas Diamond and Paula Diamond are licensed real estate brokers in the State of Oregon and part of the Grantor entity. 15. Notice. Any notice or document to be given pursuant to this Agreement must be delivered either in person, deposited in the United States mail duly certified, return receipt requested with postage prepaid; by electronic mail; or by Federal Express or other similar overnight delivery service marked for next business day delivery.Notices shall be effective upon receipt if delivered personally or sent by electronic mail, on the next day if sent by overnight courier, or two (2) days after deposit in the mail if mailed. Any party listed below may designate a different address,which shall be substituted for the one specified below, by written notice to the others. Grantee: Sean Farrelly, Redevelopment Manager Town Center Development Agency 13125 SW Hall Blvd. Tigard, OR 97223 Sean@tigard-or.gov {00124834;1} 7 Agreement to convey easement /YO with a copy to: Shelby Rihala, City Attorney 13125 SW Hall Blvd. Tigard, OR 97223 shelbyr@tigard-or.gov Grantor: George N. Diamond 2839 SW Second Avenue Portland, OR 97201 gdiamond@reig.com with a copy to: Brad Miller Brix Law LLP 75 SE Yamhill, Suite 202 Portland, OR 97214 bmiller@brixlaw.com 16. Remedies Cumulative. Except as specifically set forth herein, all rights and remedies in this Agreement shall be construed and held to be cumulative. 17. Severability. If any phrase, clause, sentence,paragraph, section, article or other portion of this Agreement shall become illegal, null or void or against public policy, for any reason, or shall be held by any court of competent jurisdiction to be illegal,null or void or against public policy,the remaining portions of this Agreement shall not be affected thereby and shall remain in force and effect to the fullest extent permissible by law. 18. Successors and Assigns. Subject to limitations expressed in this Agreement,the terms of this Agreement shall inure to the benefit of and shall be binding upon the successors-in-interest, assigns, and representatives of the parties hereto. 19. Time of the Essence. Time is of the essence of each and every provision of this Agreement. 20. Waiver.No waiver by Grantee or Grantor of a breach of any of the terms, covenants or conditions of this Agreement by the other party shall be construed or held to be a waiver of any succeeding or preceding breach of the same or any other term, covenant or condition herein contained.No waiver of any default hereunder shall be implied from any omission by the other party to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect a default other than as specified in such waiver. The consent or approval by Grantee or Grantor to or of any act by the other party requiring the consent or approval of the first party shall not be deemed to waive or render unnecessary such party's consent or approval to or of any subsequent similar acts by the other party. 21. Negation of Agency and Partnership. Any agreement by either party to cooperate with the other in connection with any provision of this Agreement shall not be construed as making either party an agent or partner of the other party. {00124834;1} 8 Agreement to convey easement 22. Unavoidable Delay.Neither Party shall be considered in breach or default if the delay in performance of an obligation is due to causes that are unforeseeable,beyond the Party's reasonable control, and without the Party's fault or negligence. Such events include but are not limited to acts of God such as floods, earthquakes or unusually severe and disruptive weather, acts of the public enemy, acts of the government, acts of the other Party, quarantines, strikes and embargoes. In the event of unavoidable delay,the time or times of performance shall be extended for the period of the unavoidable delay,provided that the party seeking the benefit of this Section promptly shall notify the other party of the anticipated delay.Notwithstanding any other provision of this Agreement,the time for Parties' performance shall not be extended by one or more events of Unavoidable Delay for a cumulative period greater than 180 days. 23. No third-party beneficiaries. There are no third-party beneficiaries to this Agreement, provided that this shall not preclude the successors and assigns of the Parties from enforcing the terms hereof. 23. Statutory Disclaimer. THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS THAT, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND THAT LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSONTRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, IF ANY,UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11,CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009 AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL,AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO VERIFY THE EXISTENCE OF FIRE PROTECTION FOR STRUCTURES AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY,UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009 AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. 24. Counterparts. This Agreement may be executed in counterparts, each of which,when taken together, shall constitute fully executed originals. 25. Effective Date. This Agreement shall be effective on the date last executed by the parties. IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date. Grantor {00124834;1} 9 Agreement to convey easement i I i 12562 Main Street,LLC, an Oregon limited liability company By: Title: PAe A0 041Z. Grantee Town Center Development Agency, an ORS 457 urban renewal agency By:�`�L����� L Title: �'�(Q�Pi�l v�)��i ✓ {00124834;I} 10 Agreement to convey easement EXHIBIT'A'TO AGREEMENT TO CONVEY EASEMENT Fanno Creek Path(2 pages) City of Tigard Fanno Creek Overlook Project Map ano I ax Lot Ivo. 1S102AC-01101 July 23, 2019 Page 1 of 2 Owner;George Diamond A TRACT OF LAND LOCATED IN THE NORTHEAST ONE QUARTER OF SECTION 2, TOWNSHIP 2 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON AND BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DOCUMENT NUMBER 2012-051865, WASHINGTON COUNTY DEED RECORDS,BEING DESCRIBED AS FOLLOWS: COMMENCING AT A BRASS NAIL WITH A 3/4" WASHER STAMPED "PELSER LS 2801" ON THE NORTHERLY LINE OF SAID TRACT DESCRIBED IN DOCUMENT NUMBER 2012-051865;THENCE SOUTH 46°54'46" EAST 5.21 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF S.W. MAIN STREET AND THE POINT OF BEGINNING, SAID POINT BEING SOUTHERLY AND 35.00 FEET FROM THE CENTERLINE OF S.W. MAIN STREET;THENCE SOUTH 46°54'46" EAST 98.12 FEET ALONG THE WESTERLY LINE TRACT 1, "BURNHAM TRACTS", WASHINGTON COUNTY PLAT RECORDS, TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "PELSER LS 2801"; THENCE CONTINUING ALONG SAID WESTERLY LINE SOUTH 15°39'46° EAST 121.40 TO THE WESTERLY CORNER COMMON TO TRACT 1 AND TRACT 2 SAID "BURNHAM TRACTS;THENCE SOUTH 01°39'46" EAST 13.95 FEET ALONG THE WESTERLY LINE SAID TRACT 2; THENCE LEAVING SAID WESTERLY LINE SOUTH 47°23'07"WEST 35.43 FEET ALONG THE NORTHERLY LINE OF THAT TRACT OF LAND DESCRIBED BY DEED IN DOCUMENT NUMBER 2000-074126, WASHINGTON COUNTY DEED RECORDS; THENCE NORTH 42'02'13" WEST 17.26 FEET; THENCE NORTH 03°45'13" WEST 61.25 FEET; THENCE NORTH 42°45'25" WEST 62.71 FEET TO THE MOST NORTHERLY NORTHWEST CORNER OF THE BUILDING AT 12562 SW MAIN STREET, TIGARD, OR 97223; THENCE NORTH 54°12'08" WEST 80.77 FEET TO THE MOST WESTERLY NORTHWEST CORNER OF SAID BUILDING;THENCE NORTH 42"45'07"WEST 19.86 FEET TO THE SOUTHERLY LINE OF S.W. MAIN STREET,SAID POINT BEING SOUTHERLY AND 40.00 FEET FROM THE CENTERLINE OF S.W. MAIN STREET; THENCE NORTH 59°33'55" EAST 50.30 FEET ALONG SAID SOUTHERLY LINE;THENCE NORTH 30°26'05" WEST 5.00 FEET;THENCE NORTH 59°33'55"EAST 20.33 FEET ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. TO EXCLUDE ANY PORTION FALLING WITHIN THE EXISTING RIGHT OF WAY OF S.W.MAIN STREET, ALSO TO EXCLUDE ANY PORTION FALLING OUTSIDE OF SAID DOCUMENT NUMBER 2012-051865. CONTAINING 11,928 SQUARE FEET,MORE OR LESS. PREPARED BY CESNW,INC. M DNAL.YOR3HN ffUA',-tEa IN THE NORTHEAST ONE QUARTER OF SECTION 2, TOWNSHIP 2 SOUTH, RANGE I WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON 331 I ' 1 1 TRACT 1 J 1 DOCUMENT NUMBER 1 5.21' 98-013264 �( P.O.C, S46054'46"E 98.12` r6UF� A.O.B. S 1 N59033'55"E UMBER DOCUMENT Igo�9g6"�I 20.33' 2012-051865 N30026'05"W S01039'46"E 13.95' c 5.00' CO' u' �54c108"w 80-77' ,yQ TRACT 2 .�0 ! 6' in "S� ih CK! Z In 2'045'25sW X30 ? b DOCUMENT 62.71' �6 m 3 NUMBER N42045'07"W 19,86' 12562 T?S, 2015-030709 os Z `t SW MAIN STREET } DOCUMENT NUMBER 972D23OR N42°02'13"W 17.26' � 2000-074126 — — — — I +e N42°03'53"W 236.75' REGISTERED PROFESSIONAL ND SURVEYOR h OREGON MAY 21, 2013 LEGEND PAUL ALLEN KOHN 589 4PLS lk 0 = FOUND MONUMENT AS NOTED RENEWS: 6/30/21 50 25 d 5d DATE ,j 13190rd 68th Parkway,Suite 150 MAXS FANNO CREEK 7/23/19�gard, Oregon 97223 BREW PUB 503.968.6655 www.cesnw.com PAGE 2 of z Exhibit `B' to Easement Conveyance Agreement AFTER RECORDING RETURN TO: Sean Farrelly, Redevelopment Manager Town Center Development Agency 13125 SW Hall Blvd. Tigard, OR 97223 This space is reserved for recorder's use. EASEMENT CONVEYANCE THIS EASEMENT CONVEYANCE("Conveyance") is made and entered into by and between 12562 Main Street LLC, an Oregon limited liability company("Grantor"), and the Town Center Development Agency, an ORS 457 urban renewal agency of the City of Tigard ("Grantee"). Grantor and Grantee are collectively referred to herein as the "Parties." RECITALS A. Grantor is the owner of real property located at 12562 Main Street, Tigard, Oregon("Grantor's Property"). B. The parties executed an Agreement to Convey Easement dated 3 setting forth the terms and conditions for the grant of easements over a portion o Gr ntor's Property from Grantor to Grantee. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the Parties agree as follows: 1. Grant of Easements. A. Grantor hereby grants to Grantee, its successors, heirs and assigns, a perpetual, exclusive easement(except as provided herein) on, over and across that portion of Grantor's Property described on the attached and incorporated"Exhibit A" (the "Easement Area") for pedestrian and bicycle access,Fanno Creek access and placement of utilities, including but not limited to the right to improve, repair,maintain and regulate the Easement Area. Grantee shall, at its sole cost and expense,maintain the Easement Area in a reasonably clean and safe condition consistent with its maintenance of the Fanno Creek Trail in downtown Tigard. B. Grantor hereby grants to Grantee, its successors, heirs and assigns, a perpetual, non- exclusive easement on, over and across that portion of Grantor's Property described on the attached and incorporated"Exhibit B" (the"Maintenance Easement Area")to facilitate reasonable, necessary and customary construction, maintenance or repair by {00117950;1} Easement 8/12 version X—fO I 1 Grantee of the Easement Area. Grantee shall comply with the same terms and conditions imposed on Grantor as set forth in Section 2.1-2.4. C. The easements granted herein are subject to the terms and conditions set forth herein. If Grantee fails to maintain, repair, or replace improvements installed by or for Grantee in the Easement Area as required by this Agreement, or has failed to restore the Maintenance Easement Area to its prior condition, Grantor may provide notice thereof to Grantee, specifying the nature of the required work. Within sixty(60) days of the date Grantee receives such notice, Grantee shall either commence performance of such work or provide notice to Grantor disputing the need for such work. If Grantee fails to timely commence performance of such work or fails to timely respond as to why such work is not necessary, within thirty(30) days after Grantee's failure to commence performance or failure to respond, Grantor may perform the work and charge Grantee for the cost thereof. If Grantor reasonably believes that Grantee's failure to maintain, repair, or replace the improvements installed by or for Grantee in the Easement Area creates an emergency, Grantor may provide written notice thereof to Grantee, specifying the nature of the required work. Thereafter, if Grantee fails to commence the work necessary to address the emergency promptly upon being given written notice which is reasonable under the circumstances, Grantor shall have the right to remedy such emergency and charge Grantee for the cost thereof. Grantor may bring an action to enforce the terms of this Section 1, including specific performance or damages if Grantee fails to reimburse Grantor for the reasonable cost of such work within thirty(30) days of Grantor's demand thereof and submission to Grantee of reasonable evidence of the cost of such work. Nothing in this section limits Grantee's right to contest the necessity, scope or cost of such work. D. To the extent permitted by and subject to the limitations of the Oregon Constitution and the Oregon Tort Claims Act, ORS 30.260 to 30.300, and except to the extent of the negligence or willful misconduct of Grantor, its officers, employees, or agents, Grantee shall indemnify, defend, and hold harmless Grantor and its managing agents and employees from any claim, liability, damage, or loss occurring in, on, or arising from the Easement Area, any cost or expense in connection therewith(including attorney fees), arising out of use by Grantee or its agents, invitees or contractors of the Easement Area, or(c) Grantee's breach or violation of any term of this Conveyance. This indemnity obligation shall survive the expiration or sooner termination of this Easement for any claims arising prior to such expiration or termination. 2. Grantor's Reservation. Grantor reserves the right to temporarily access the Easement Area, including necessary vehicular access, from time to time to facilitate reasonable, necessary and customary construction,re-construction, maintenance or repair of that portion of Grantor's property outside of the Easement Area(the"Work"). This reservation in Grantor is subject to the following terms and conditions: 2.1 Grantor shall provide Grantee with no less than 60 days written notice of the need to exercise its reserved rights except in exigent circumstances in which case notice shall be provided as soon as reasonably practicable; (00117950,-]) Easement 8/12 version 2.2 In consultation with Grantee, Grantor shall provide reasonable public notice, temporary barriers,temporary lighting and similar measures to protect Grantee and the public. The parties acknowledge that Grantor may need to temporarily close all or some access to the Easement Area during the Work. 2.3 Grantor shall restore the Easement Area to its condition existing prior to commencement of the Work. 2.4 Grantor shall hold harmless, indemnify and defend Grantee, its officers, employees and agents for any and all claims and damages arising from Grantor's work in the Easement Area except to the extent of the negligence or willful misconduct of Grantee. Grantor shall include this obligation in any contracts for the Work. This indemnity obligation shall survive the expiration or sooner termination of this Easement for any claims arising prior to such expiration or termination. In addition to the foregoing reservation, Grantor reserves the perpetual right of non-vehicular access over and across the Easement Area for purposes of pedestrian or bicycle ingress and egress by Grantor and Grantor's principals, employees, agents, contractors, and employees to improvements located on, or to be constructed on, Grantor's Property. This reservation shall be subject to Section 2.4 above. 3. Precondition to Grantee's Use. Notwithstanding recording of this Conveyance, Grantor shall have the continued right to use the Easement Area for vehicular access and Grantee shall not have the right to improve the Easement Area or permit public access to the Easement Area until Grantee has completed the expansion of the drive aisle located on the southwest boundary of the property commonly known as 12564 SW Main Street, Tigard, Oregon as provided for in Section 2.2 of the Agreement to Convey Easement pursuant to plans and specifications that are approved by Grantor,which approval shall not unreasonably be withheld. (the "Driveway Expansion"). Completion of the Driveway Expansion means all work required for the use of the drive aisle to be located on the Driveway Expansion is completed but for minor punchlist items to allow use of the Driveway Expansion. Upon completion of the Driveway Expansion this paragraph 3 shall no longer govern and Grantor's right to continued access to the Easement Area under this Paragraph 3 shall terminate. Grantor will execute an acknowledgement of such completion which Grantee may record in the real property records of Washington County, Oregon. 4. Grantor's Right to Convey and Exceptions. Grantor represents and warrants that it has the right to grant this Conveyance subject to all prior easements and encumbrances of record as of the Effective Date. 5. Time. Time is of the Essence with respect to each provision of this Conveyance. 6. Notice. All notices to be given under this Conveyance shall be in writing and shall be effective when delivered. If mailed, notice shall be deemed effective 48 hours after mailing as registered or certified mail,postage prepaid, directed to the other party at the address set forth below or such other address as the party may indicate by prior written notice to the other: i {00117950;1} Easement 8/12 version GRANTOR: 12562 Main St.,LLC George N. Diamond 2839 SW Second Ave. Portland, OR 97223 with a copy to: Brad Miller Brix Law LLP 75 SE Yamhill St., Suite 202 Portland, OR 97214 bmillergbrixlaw.com GRANTEE: Town Center Development Agency Sean Farrelly,Redevelopment Manager 13125 SW Hall Blvd. Tigard, OR 97223 Sean@tigard-or.gov with a copy to: Shelby Rihala, City Attorney 13125 SW Hall Blvd Tigard, OR 97223 shelbyr@tigard-or.gov 7. Equitable Relief. The Parties acknowledge that the uses provided by this Conveyance are unique in that money damages alone for breach of this Conveyance are inadequate. Any party aggrieved by a breach of the provisions of this Conveyance may bring an action at law or a suit in equity to obtain relief, including specific performance, injunctive relief and any other available equitable remedy. 8. Run with the Land. The term and conditions of this Conveyance shall run with the land and are binding upon and inure to the benefit of the Parties and their respective invitees, agents, employees, heirs, successors, and assigns. 9. Modification or Amendments. No amendment change or modification of this Easement shall be valid, unless in writing and signed by the Parties. 10. Waiver. Failure of either of the Parties at any time to require performance of any provision of this Conveyance shall not limit either or both Parties' right to enforce the provision, nor shall any waiver of any breach of any provision be a waiver of any succeeding breach of the provision or a waiver of the provision itself or any other provision. 11. Construction of Agreement. The agreements contained herein shall not be construed in favor of or against either party but shall be construed as if both parties prepared this Conveyance. 12. Recording. This Conveyance is effective on recording of a fully executed original of this Conveyance and all exhibits attached hereto in the Real Property Records of Washington County, Oregon, at Grantee's expense. {00117950;1} Easement 8/12 version 13. Counterparts. This Conveyance may be executed in counterparts, each of which, when taken together, shall constitute fully executed originals. 14. Applicable Law. This Conveyance shall be governed by and construed in accordance with the laws of the State of Oregon. 15. Joint and Several. If any Party consists of more than one person or entity, the liability of each such person or entity signing this Conveyance shall be joint and several. GRANTOR: 12562 Main Street LLC, an Oregon limited liability company B Y• Name: 61eO�f•0 N 1 a V" o wCl Its: Q&V Date: Tr - ( 9 STATE OF OREGON ) ) ss. County of/n'1 aynomaA ) This instrument was acknowledged before me ona/Cf1c- � g , 2019, by P_(WA 1 Ct 01 as A./,eQjx, L 12562 Main Street LLC. NOTARWPUBLIC FOR OREGON My Commission Expires:/Q/ZtfQyL//0•a0a'a- ACCEPTANCE OF GRANTEE: By:L.�j�n . �+ =VERVILLE P ALILLEr NOTREGONName: �G� l� L 1N�Y4�i CO969620�,—�� MY COMMISARY 10,2022 Its: yj^V-e� Date: Ib 1.3-2-0 d {00117950;1} Easement 8/12 version Exhibit A to Easement Conveyance Fanno Creek Path(2 pages) City of Tigard Fanno Creek Overlook Project Map ano I ax Lot 1V0. 1S102AC-01101 July 23,2019 Page 1 of 2 Owner;George Diamond A TRACT OF LAND LOCATED IN THE NORTHEAST ONE QUARTER OF SECTION 2, TOWNSHIP 2 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON AND BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DOCUMENT NUMBER 2012-051865, WASHINGTON COUNTY DEED RECORDS,BEING DESCRIBED AS FOLLOWS: COMMENCING AT A BRASS NAIL WITH A 3/4" WASHER STAMPED "PELSER LS 2801" ON THE NORTHERLY LINE OF SAID TRACT DESCRIBED IN DOCUMENT NUMBER 2012-051865;THENCE SOUTH 46°54'46" EAST 5.21 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF S.W. MAIN STREET AND THE POINT OF BEGINNING, SAID POINT BEING SOUTHERLY AND 35.00 FEET FROM THE CENTERLINE OF S.W. MAIN STREET;THENCE SOUTH 46°54'46" EAST 98.12 FEET ALONG THE WESTERLY LINE TRACT 1, "BURNHAM TRACTS", WASHINGTON COUNTY PLAT RECORDS, TO A 5/8" IRON ROD WITH YELLOW PLASTIC CAP STAMPED "PELSER LS 2801"; THENCE CONTINUING ALONG SAID WESTERLY LINE SOUTH 15°39'46" EAST 121.40 TO THE WESTERLY CORNER COMMON TO TRACT 1 AND TRACT 2 SAID "BURNHAM TRACTS;THENCE SOUTH 01'39'46" EAST 13.95 FEET ALONG THE WESTERLY LINE SAID TRACT 2; THENCE LEAVING SAID WESTERLY LINE SOUTH 47°23'07"WEST 35.43 FEET ALONG THE NORTHERLY LINE OF THAT TRACT OF LAND DESCRIBED BY DEED IN DOCUMENT NUMBER 2000-074126, WASHINGTON COUNTY DEED RECORDS; THENCE NORTH 42°02'13" WEST 17.26 FEET; THENCE NORTH 03'45'13" WEST 61.25 FEET; THENCE NORTH 42°45'25"WEST 62.71 FEET TO THE MOST NORTHERLY NORTHWEST CORNER OF THE BUILDING AT 12562 SW MAIN STREET, TIGARD, OR 97223; THENCE NORTH 54`12'08" WEST 80.77 FEET TO THE MOST WESTERLY NORTHWEST CORNER OF SAID BUILDING;THENCE NORTH 42'45'07"WEST 19.86 FEET TO THE SOUTHERLY LINE OF S.W. MAIN STREET,SAID POINT BEING SOUTHERLY AND 40.00 FEET FROM THE CENTERLINE OF S.W.MAIN STREET; THENCE NORTH 59033'55" EAST 50.30 FEET ALONG SAID SOUTHERLY LINE;THENCE NORTH 30°26'05" WEST 5.00 FEET;THENCE NORTH 59°33'55"EAST 20.33 FEET ALONG SAID SOUTHERLY UNE TO THE POINT OF BEGINNING. TO EXCLUDE ANY PORTION FALLING WITHIN THE EXISTING RIGHT OF WAY OF S.W.MAIN STREET, ALSO TO EXCLUDE ANY PORTION FALLING OUTSIDE OF SAID DOCUMENT NUMBER 2012-051865. CONTAINING 11,928 SQUARE FEET, MORE OR LESS. PREPARED BY CESNW, INC. REGISTERED PROFESSIONAL ND SURVEYOR OREGOIN MAY 21.2013 PAUL ALLEN KOHN 58964PLS 5ITUATE'D IN THE NO ONE QUARTER OF SECTION 2, TOWNSHIP 2 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON i TRAGI 1 f DOCUMENT NUMBER 5.21' 98-013264 P.O.C. S46°54'46'E 98.12' �NQM _ — ngU�' P.O.B. S / N59033'55"E DOCUMENT ISO�9 s"FI 20.33' 2012-051865 N30026'05"W S01°39'46"E 13.95' 0 5.00' � c N54°12 08"W 80.77' TRACT 2 m 42045'25'W j3k "? m DOCUMENT 62.71' 6 r�i 3 NUMBER N42045'07"W 19.86' 12562 TSS 2015-030709 ch Z v SW MAIN STREET DOCUMENT TIGARr - - D0R N42002'13"W 17.26` NUMBER 9723 N 12flflfl 07426 _ / 40. N42003'53"W 236.75' — REGISTERED PROFESSIONAL ND SURVEYOR �_r OREGON MAY 21, 2013 LEGEND PAUL ALLEN KOHN 58964PLS i = FOUND MONUMENT AS NOTED RENEWS: 6/30/21 50 25 0 50 ESINW 13190 SW 68th Parimay,SuiteDATE isa MAX'S FANNO CREEK 7/23/i9 Tigard, Oregon 97223 BREW PUB 503.968.6655 www.cesnw.com PAGE 2 C}F 2 EXHIBIT `B'TO EASEMENT CONVEYANCE Maintenance Easement City of Tigard Fanno Creek Overlook Project Map and Tax Lot No. 1S102AC-01101 July 23, 2019 Page 1 of 2 Owner:George Diamond A TRACT OF LAND LOCATED 1N THE NORTHEAST ONE QUARTER OF SECTION 2, TOWNSHIP 2 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON AND BEING A PORTION OF THAT TRACT OF LAND DESCRIBED 1N DOCUMENT NUMBER 2012-051865, WASHINGTON COUNTY DEED RECORDS,BEING DESCRIBED AS FOLLOWS: COMMENCING AT A BRASS NAIL WITH A 3/4" WASHER STAMPED "PELSER LS 2801" ON THE NORTHERLY LINE OF SAID TRACT DESCRIBED IN DOCUMENT NUMBER 2012-051865;THENCE SOUTH 46°54'46" EAST 5.21 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF S.W. MAIN STREET;THENCE SOUTH 59°33'55" WEST 20.33 FEET ALONG SAID SOUTHERLY LINE;THENCE SOUTH 30°26'05" EAST 5.00 FEET;THENCE SOUTH 59°33'55"WEST 45.19 CONTINUING ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING;THENCE SOUTH 42"45'07" EAST 18.27 FEET;THENCE SOUTH 54°12'08" EAST 80.77 FEET;THENCE SOUTH 42`45'25" EAST 36.38 FEET; THENCE SOUTH 47°14'35" WEST 5.00 FEET;THENCE NORTH 42°45'25" WEST 35.88 FEET TO THE MOST NORTHERLY NORTHWEST CORNER OF THE BUILDING AT 12562 SW MAIN STREET TIGARD, OR 97223; THENCE NORTH 54'12'08" WEST 80.77 FEET TO THE MOST WESTERLY NORTHWEST CORNER OF SAID BUILDING;THENCE NORTH 42°45'07" WEST 19.86 FEET TO THE SAID SOUTHERLY LINE OF SW MAIN STREET;THENCE NORTH 59`33'55"5.12 FEET ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. TO EXCLUDE ANY PORTION FALLING WITHIN THE EXISTING RIGHT OF WAY OF S.W.MAIN STREET. ALSO TO EXCLUDE ANY PORTION FALLING OUTSIDE OF SAID DOCUMENT NUMBER 2012-051865. CONTAINING 680 SQUARE FEET, MORE OR LESS. PREPARED BY CESNW,INC. ,PREGISTERED ROFESSIONAL D SURVEYOR OREGON MAY 21,2013 PAUL ALLEN KOHN 5896r4P1S EXHIBIT 'B' SITUATED IN THE NORTHEAST ONE QUARTER OF SECTION 2, TOWNSHIP 2 SOUTH, RANGE 1 WEST, WILLAMETTE MERIDIAN, CITY OF TIGARD, WASHINGTON COUNTY, OREGON i 1 to ( TRACT 1 DOCUMENT 1 ( NUMBER S46054'46"E 5.21' 98-013264 P.O.C. S59033'55"W 20.33' S30°26'05"E 5.00' TRACT 2 ( DOCUMENT NUMBER S59033'55"W 45.19' 2012-051865 �n M 5.12' S42045'07"E $. S42045'25"E S47014'35"W rn 18.27' 554°10 E 36.38' 5.00' DOCUMENT NUMBER <Y 2015-030709 P. N42°45'25" N54012'081W 35.88' 80.77' N42045'07"W 12562 DOCUMENT NUMBER 3 19.86' SW MAIN STREET 2012-051865 TIGARD, OR DOCUMENT NUMBER Uj 97223 2000-074126 ` REGISTERED PROFESSIONAL LAND SURVEYOR 41, OREGON MAY 21, 2013 PAUL ALLEN KOHN LEGEND 58964PLS ® = RENEWS: 6J30J21 FOUND MONUMENT AS NOTED 5O 25 0 50 DATE CE- SIN' [ A T13190 68th Parkway,Suite 150 MAX'S FANNO CREEK7/23/f9�YYJ\i/ Tigardrd, Oregon 97223 BREW PUB 503.968.6655 www.cesnw.com PAGE 2OF2 RETURN RECORDED DOCUMENT TO: CITY HALL RECORDS DEPARTMENT, CITY OF TIGARD 13125 SW Hall Blvd. Tigard,OR 97223 File No. EXHIBIT'C'TO AGREEMENT TO CONVEY EASEMENT DEDICATION DEED FOR ROAD OR STREET PURPOSES Highlands Associates,Ltd.,a California limited partnership(undivided 35%),Casa La Veta Associates,LP,a California limited partnership(undivided 48.5%),Charles Dean John and Marjorie Ann John, as Trustee of the John Family Trust under Declaration of Trust dated December 31, 1989,as amended(undivided 4.125%),Darius Irani,as Trustee of the Irani Trust under Declaration of Trust dated July 19, 1990,as amended(undivided 4.125%),Janette Fulton Doty,Trustee of the C.Leroy Doty and Janette Fulton Doty Living Trust,under Declaration dated July 27, 1995(undivided 4.125%),and Barbara Van Buren Hauser,Trustee of the Hauser Family Living Trust,dated January 10,2007,as amended(undivided 4.125%),all as tenants in common (collectively"Grantors")do hereby dedicate to the public a perpetual right-of-way for street,road, and utility purposes on, over,across,under,along, and within a portion of the real property located at 9270 SW Maplewood Drive,Tigard,in Washington County, Oregon,and described in the attached Exhibit"A": To have and to hold the above-described and dedicated rights unto the public forever for uses and purposes hereinabove stated. The grantors hereby covenant that they are the owner in fee simple and the property is free of all liens and encumbrances,they have good and legal right to grant their right above-described and they will pay all taxes and assessments due and owing on the property. The true consideration for this conveyance is$63,311.64. However,the actual consideration consists of or includes other property or value given or promised which is the whole consideration. IN WITNESS WHEREOF,I hereunto set my hand on this day of ,2019. (signature pages followl 1 4848-5175-7690.3 GRANTORS: Casa La Veta Associates,LP, a California limited partnership By: John Family Partnership, By: Darius Irani Family Partnership Casa, a California general partnership, a California general partnership, General Partner Gene 7t1A I Partner By: By: t u r JLrkA4-L-1- Charles JoW,Managing Partner Darius Irani,'Managing Partner By: (i �-- By: 1 Mary M. erloshon, Managing Partner K �Pudu�m � g artner A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California J� ) County of On M!�'or4. q, ,2 0 l 9 before me,C `vtab rna +' ,1 n •y �` �; (insert name and title of the officer) personally appeared CHARLES JOHN, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. ATARINAWITNESS my hand and official seal. '" CNotary PubRBINAITfor AaA Los Angeles County s` Commission#2244477 My Comm,Expires Jun 25,2022 J Signature ,ytet (Seal) 2 4848-5175-7690.3 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California nn ) County of �r /'h2� a,Qll,nJ0 4- ) On lk&"CE 19 a o i Q before me,Uata' i n 5�nc, E.' ; � o M C1'j I i G (insert name and title of the officer) -� personally appeared MARY M. DERLOSHON, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. �'" CATARINA ZERBINATTIIWATA Notary Publu-California .»' Los Ange,esCounty �i Commission2244477 Signature . Seal) My Comm.Expires Jun 25,2021 r 3 4848-5175-7690.3 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of !os ) On A c�, 19, dol q before me, �;t,��i Jc> �� r � ( P li (insert name and title of the officer) T— personally appeared DARIUS IRANI,who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. CATARINA ZERBINATTI IWATA Notary Public-California / Los Angeles County >_ Signature 7' t� (Seal) oam"Expirision s 2244477 gn OMY Comm.Expires Jun 25,2022 4 4848-5175-7690.3 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of /s z ) On"/"�C1, 1 1'0 t q before mehaf i h a � ,Q(l, J oT��� 1 C. (insert name and title of the officer) personally appeared KERBANU PUDUMJEE, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument, 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. CATARINA IERBINATTI IWATA Notary Public•California Signature Seal Los Angeles County r ( ) Commission p 2244477 ' ` My Comm.Expires Jun 25,2022 5 4848-5175-7690.3 Highlands Associates, Ltd., a California limited partnership By: 0b By: Lt_�'�u kav,,�, Charles D. Jo-W.,General Partner Darius K. Irani, General Partner A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of /'0s On _►4L2t.C4 19, 'Z.o l9 before me,V"-ria ��r n a-}1-� =v� -. �o �( P.,D (insert name and title of the officer) personally appeared CHARLES D. JOHN, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. X RINAZERl U IWATA _ Notary Public-California ;s Los Angeles County * Commission k 2244477 Signature Seal) My Comm.Expires Jun I5,2022 b 4848-5175-7690.3 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Los ��� ) On �^.c L t 9 t 4 before me,��-r rho,�(�,o�Ef: �( b' /I, (insert name and title of the officer) personally appeared DARIUS K. IRANI, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. *My CATARINA ZERBINATTI IWATA Notary Public-California Los Angeles County Signature (Seal) o m.Expir s Jun 2 ,Comm.Expires!un 25,2022 7 4848-5175-7690.3 The Irani Trust under Declaration of Trust dated July 19, 1990,as amended Y Darius Irani,Trustee A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Los On 7vtLr..cJ- l 9 d.,'1 9 before me,l't r,-Vka1 (insert name and title of the officer) personally appeared DARIUS IRANI,who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. CATARINA ZERBINAM IWATA i Notary Public•California t eMy Los Angeles County Commission#2244477 Signature (Seal) Comm.Expires Jun 25,2022 ' 8 4848-5175-7690.3 John Family Trust under Declaration of Trust John Family Trust under Declaration of Trust dated December 31, 1989, as amended dated December 31, 1989,as amended By: (&k ¢G By: Charles Dean John,Tr4fee Marjorie AAn John,Trustee A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of On --Act, L 9 02.01 �' before me,t ci�n na-, ,t�'V-Iaw 10 o w/ k)"l I i C. (insert name and title of th6 officer) personally appeared CHARLES DEAN JOHN, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. CATARINA ZERBINATTI IWATA Notary Public•California + Los Angeles County 9 Signa '' Commission#2244477 a `� l) My Comm,Expires Jun 25,2022 J 9 4848-5175-7690.3 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of L03 T On lA,c4 l` aZ o 4 before me,04"$1-0, -Z?-4 (insert name and title of the officer) personally appeared MARJORIE ANN JOHN, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. CATARINA ZERBINATTItWATA Notary Public-California �, �e� s r Los Angeles County gn "v� ) Commissions Jun 477 25, Signature eal '' My Comm.Expires Jun 25,2022 J 10 4848-5175-7690.3 C. Leroy Doty and Janette Fulton Doty Living Trust under Declaration of Trust dated July 27, 1995 r� By. Janette Fulton Doty,Trustee A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Q� On j� n1 ,02��l 9 before me,,�per,/_a&y (insert name and le of the officer) l personally appeared JANETTE FULTON DOTY, who proved to me on the basis of satisfactory evidence to be the person whose name�eare--subscribed to the within instrument and acknowledged to me that fie a executed the same in, Uwir authorized capacity(-i�, and that by a the signa re on the instrument the or the entity upon behalf of which the pers )acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. �i ARLEEN N,FARAGALLI Notary Public•California Orange ounrySignatureQ &AA � (Seal) Commission R 2218 085 r My Comm.Expires Mar 5,1023 I1 4848-5175-7890.3 The Hauser Family Living Trust, dated January 10, 2007 as amended By: �� (bagFA"*-e Barbara Van Buren Hauser, Trustee A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) } County of L®S A a-,e le.s Or, before me, Pob)?c (insert name and title of the offic ) personally appeared BARBARA VAN BUREN HAUSER, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. .vwuu�vvwtiwtivmv.Lxv.mw.wxr WITNESS my hand and official seal. .. NICK SARTINI •' COMM.#2151394 c < NOTARY PUBLIC•CALIFORNIA !+ � � LAS ANGELES COUNTY Signature ) (Seal) Commission Expires APRIL 30,2020 12 4848-5175-7690.3 Accepted on behalf of Town Center Development Agency of the City of Tigard this day of —, 20 By: Name: Its: 13 4848-5175-7690.3 EXWi$IT'A' Public Dedication Strip Legal,.inscription A STRIP OF LAND LOCATED IN THE NORTHEAST ONE QUARTER OF SECTION 2, TOWNSHIP 2 SOUTH,RANGE 1 WEST,WILLAMETTE MERIDIAN,CITY OF TIGARD, WASHINGTON COUNTY, OREGON AND BEING A PORTION OF THAT TRACT OF LAND DESCRIBED IN DOCUMENT NUMBER 96077957,WASHINGTON COUNTY DEED RECORDS,BEING DESCRIBED AS FOLLOWS: COMMENCING AT A 5/8"IRON ROD ON THE NORTHERLY LINE OF SAID TRACT DESCRIBED IN DOCUMENT NUMBER 96077957;THENCE NORTH 42°5748"WEST 191.05 FEET ALONG SAID NORTHERLY LINE TO THE POINT OF BEGINNING;THENCE LEAVING SAID NORTHERLY LINE SOUTH 47003'36"WEST 3.91 FEET;THENCE NORTH 42°56'24"WEST 45.45 FEET;THENCE SOUTH 47°02'12'WEST 5.11 FEET;THENCE NORTH 42057'48"WEST 7.57 FEET;THENCE SOUTH 47°02'12'WEST 6.00 FEET;THENCE NORTH 42057'48"WEST 142.25 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF S.W.MAIN STREET;THENCE NORTH 50°14'01" EAST 15.02 FEET ALONG SAID SOUTHERLY LINE;THENCE LEAVING SAID SOUTHERLY LINE SOUTH 42°5748"EAST 194.44 FEET TO THE POINT OF BEGINNING. ALSO TO EXCLUDE ANY PORTION FALLING WITHIN THE EXISTING RIGHT OF WAY OF S.W. MAIN STREET. ALSO TO EXCLUDE ANY PORTION FALLING OUTSIDE OF SAID DOCUMENT NUMBER 96077957. CONTAINING 2373 SQUARE FEET,MORE OR LESS. B-1 4835-7707-3265.3 Public Dedication Strip and Construction Easement Area Drawing LOCATED IN THE NORTHEAST ONE QUARTER OF SECTION 2, TOWNSHIP 2 SOUTH,RANGE 1 WEST,W.M., CITY OF TIGARD,WASHINGTON COUNTY,OREGON WIDTH VARIES S.W. MAIN STREET $ L7 DOCUMENT NUMBER 2402.113691 2S102AC/01100 LINE TABLE DOCUMENT MJM9ER 96077957 LINE# LENGTH DIRECTION Ll 3.91' S47-03'36W 2SI02AC/04201 t u' L2 4S.45' N42956'24`W a L3 5.11' S47'02'12'W Ln L4 7.57' N42•S7'48'W w LS 6.00' S47'=12`W 1 L6 142.25' N42.5r48'W L7 15.02' N50°14'01'E L5 L.3 N POINT OF 3 BEGINNING REGISTERED PROFESSIONAL L LAND SURVEYOR 0 * OREGON fin MAY 21,2013 PAUL ALLEN KOtiN 58964PLS RENEWS:6/30/19 40 20 0 40 A-2 4817-9319-2570.3