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TCDA-Purchase and Sale of Land at 9270 SW Maplewood Dr ~ AG203004 2.03w--1 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement ("Agreement") is made and entered into by and between 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 "Seller"), and Town Center Development Agency of the City of Tigard, an ORS 457 Urban Renewal Agency("Buyer"). This Agreement is effective as of the date it is fully executed by Seller and Buyer(the "Effective Date"). RECITALS A. Seller is the owner of real property located in the city of Tigard, county of Washington, state of Oregon, at 9270 SW Maplewood Drive, as more fully described on the attached Exhibit A (the "Apartment Property"). Buyer desires to purchase a strip of land within the Apartment Property containing approximately 2,373 square feet as more fully described on the attached Exhibit B (the "Property") from Seller, and Seller desires to sell the Property together with all rights, privileges, easements, tenements, hereditaments, rights of way and appurtenances that belong or appertain to the Property and are owned by Seller to Buyer, upon the terms and conditions hereinafter set forth. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are all hereby acknowledged by each of the parties hereto, the parties agree as follows: 1. DEFINITIONS. For the purposes of this Agreement the following terms, which are not otherwise defined in this Agreement, will be defined as follows: (a) "Close" and "Closing" means the date the Deed is recorded in the official records of Washington County, Oregon. The Closing of the transaction contemplated under this Agreement, is to be before or on the date that is 180 days from the Effective Date of this Agreement, unless extended as follows: (1) Upon at least three (3)business days' prior written notice to Seller, and upon payment of$500, Buyer may extend the Closing Date an additional 30 days. Such $500 payment shall be made to Seller directly by Buyer. If Buyer extends the Closing Date under this Section, such $500 payment shall not be deducted from the Purchase Price and shall be non- refundable to Buyer in the event the parties do not Close the transaction contemplated by this Agreement. 1 4825-6317-5034.3 (2) Upon at least three (3) business days'prior written notice to Seller, and upon payment of$500, Buyer may extend the Closing Date a second time for an additional 30 days after the first extension. Such $500 payment shall be made to Seller directly by Buyer. If Buyer extends the Closing Date under this Section, such $500 payment shall not be deducted from the Purchase Price and shall be non-refundable to Buyer in the event the parties do not Close the transaction contemplated by this Agreement. (3) By written consent signed by both Buyer and Seller. (b) "Title Company" means WFG National Title Insurance Company, Attn: Trevor Cheyne, 25 N.W. 23rd Place, Suite 1, Portland, Oregon 97210. (c) "Title Report" means a written report from the Title Company indicating the status of title to the Property, together with legible copies of all recorded documents referred to therein relating to or affecting title to the Property. 2. PURCHASE AND SALE. Seller hereby agrees to sell, and Buyer hereby agrees to purchase fee title to the Property for the consideration and subject to the terms,provisions, and conditions set forth in this Agreement. 3. OPENING OF ESCROW. For the purposes of this Agreement, the escrow will be deemed opened on the Effective Date. Buyer shall open escrow and pay all escrow costs as more fully described herein. 4. PURCHASE PRICE. The aggregate purchase price for the Property (the "Purchase Price") shall be $63,311.64. The Purchase Price shall be due and payable at Closing, by depositing with Title Company, subject to any credits, prorations and adjustments provided hereby, immediately available funds. 5. PROPERTY CONDITIONS. Buyer's obligation to purchase the Property is contingent upon the conditions set forth in this Section 5 (the "Property Conditions")being waived or satisfied on or before the dates provided for below. Buyer may terminate this Agreement at any time prior to the dates provided in this Section 5 by providing Seller with written notice that Buyer has determined, in Buyer's sole and absolute discretion, that any of the Property Conditions will not be satisfied by the date provided for herein for the satisfaction of such Property Conditions. Whether or not specifically stated in any of the following subsections, in the event of such determination and notice, neither party shall have any further rights or obligations hereunder other than any rights or obligations that specifically survive termination of this Agreement. The conditions provided for in this Section 5 shall be deemed satisfied unless Buyer, by the date by which the particular condition is required to be satisfied, notifies Seller in writing that such condition has not been satisfied or waived. (a) Title. Not later than five days after both parties sign this Agreement, Buyer shall order and instruct Title Company to deliver to Buyer(with a copy to Seller) a Title Report on the Property. Buyer shall have 15 days after receipt of the Title Report and legible copies of all exception documents referenced therein within which to give notice in writing to Seller of any objection to such title or to any liens, encumbrances, encroachments, or other matters affecting 2 4825-6317-5034.3 the Property as disclosed in the Title Report. If Buyer fails to raise any such objection within such 15-day period, then, except as set forth below, all conditions and exceptions to title set forth in such Title Report shall be "Permitted Exceptions." If Buyer objects to an exception to the Title Report, Seller shall be obligated to notify Buyer within 15 days after notice of such objection whether Seller is willing and able to remove such exception or remedy such condition. If Seller is willing and able to remove such exception or remedy such condition, Seller shall do so at or prior to Closing. If Seller is not willing and able to remove the objected-to exception or remedy the objected-to condition, Buyer, by written notice to Seller within ten days after notice of Seller's unwillingness or inability to remove such exception or remedy such condition, may terminate this Agreement or Buyer may elect to acquire the Property subject to such exception or condition, provided, however, Seller shall have no right to refuse to correct any title objection or to remove any title objection that is a lien securing the payment of money or to remove any title objection which may be cured through the issuance by the Title Company of an endorsement to the Title Policy. All exceptions described in the Title Report and not removed or agreed to be removed pursuant to this Section 5(a) shall be deemed "Permitted Exceptions:" 6. ALTA SURVEY COST. Buyer shall pay the actual cost of the ALTA/NSPS Land Title Survey required by Seller's lender in connection with this Agreement, up to, but not exceeding $35,750 (the "ALTA Survey Cost"). Buyer shall deposit$35,750 into escrow at Closing. Escrow shall remain open for a period of 90 days after Closing to allow Seller or Seller's lender to obtain the ALTA Survey. Seller shall submit all purchase orders, invoices, and related documents to Title Company within 80 days of Closing. Upon its receipt of such purchase orders, invoices, and related documents and notice to the parties, Title Company shall disburse the actual ALTA Survey Cost, up to, but not exceeding $35,750 to Seller. Any funds remaining in escrow after Title Company's payment of the actual ALTA Survey Cost shall be returned to Buyer, at which time escrow shall be closed. 7. LANDSCAPE MITIGATION. Buyer shall pay to Seller$25,000 for Seller's use in mitigating Seller's landscaping upon the remaining portion of the Apartment Property(the "Landscape Mitigation Costs"), which may be affected by Buyer's use of the Property after Closing. The Landscape Mitigation Costs shall be due and payable at Closing by depositing with Title Company, subject to any credits, prorations and adjustments provided hereby, immediately available funds. 8. SELLER'S ATTORNEY FEES. Buyer shall pay Seller's reasonable attorney fees in connection with the transaction contemplated by this Agreement provided by Mr. Charles F. Hudson, Lane Powell, in an amount not to exceed$27,000 ("Seller's Attorney Fees"), due and payable at Closing, by depositing with Title Company, subject to any credits, prorations and adjustments provided hereby, immediately available funds. 9. TEMPORARY CONSTRUCTION EASEMENT. Seller shall provide to Buyer, at no cost, a temporary construction easement in a form substantially similar to the form attached hereto as Exhibit C, effective for a period of 18 months, subject to further restrictions contained therein, extending from the date of Closing. 3 4825-6317-5034.3 10. BUYER'S CONDITIONS PRECEDENT. Buyer shall have no duty to Close this transaction unless and until each and every one of the following conditions precedent have been fully and completely satisfied: (a) Performance of Obligations. Seller shall have substantially performed or tendered substantial performance of each and every one of its obligations hereunder which by its terms is capable of performance before Closing; (b) Delivery of Closing Documents. Seller shall have tendered delivery to Buyer of all the documents required to be delivered to Buyer by Seller at Closing; and (c) Title Insurance. The Title Company shall be prepared to issue to Buyer its owner's policy of title insurance in the amount of the Purchase Price insuring title to the Property in Buyer subject only to Permitted Exceptions that affect the Property (the "Title Policy"). 11. SELLER'S CONDITIONS PRECEDENT. Seller shall have no duty to Close this transaction unless and until each and every one of the following conditions precedent have been fully and completely satisfied: (a) Performance of Obligations. Buyer shall have substantially performed or tendered substantial performance of each and every one of its obligations hereunder which by its terms is capable of performance before Closing; (b) Delivery of Closing Documents. Buyer shall have tendered delivery to Seller of the Purchase Price and all the documents required to be delivered to Seller by Buyer at Closing pursuant to this Agreement; and 12. CLOSING. Subject to the satisfaction or waiver of the conditions to Closing set forth in Sections 10 and 11, Closing shall take place as set forth in Section(1)(a) of this Agreement. Buyer shall give Seller 30 business days'prior written notice of the Closing Date. (a) Time and Place. Closing shall occur at the office of Title Company. All documents and instruments required for Closing shall be delivered to Title Company at least one day prior to the Closing Date. Funds required for Closing shall be delivered to Title Company by 10:00 a.m. on the morning of the Closing Date. Each party agrees to execute and deliver to Title Company closing escrow instructions to implement and coordinate the Closing as set forth in this Agreement. If such Closing does not occur as provided in this Section 12, a new Closing Date may be set if, and only if, mutually agreed upon in a writing signed by both parties. (b) Adjustments. Buyer shall pay for the standard coverage title insurance policy, all escrow fees and costs, any recording fees required to deliver the Property free and clear of any encumbrances other than the Permitted Exceptions, and any applicable sales taxes or real estate transfer taxes. Buyer will also pay to Seller a proportionate, prorated share of the real property taxes and assessments assessed to Seller on the Apartment Property as follows: with respect to the tax year in which Closing occurs, if the Property and the Apartment Property are assessed in a single tax parcel, the taxes shall be allocated based on the relative square footage between the Property and the remaining land from the Apartment Property covered by the tax statement, based solely on the value of the land, and not on any improvements located on the Apartment 4 4825-6317-5034.3 Property. So adjusted, Buyer will pay its proportionate share,prorated as of the Closing Date. If the tax statement covering the tax year in which Closing occurs is not available at the time of Closing, Buyer will pay to Seller a proportionate prorated share calculated as previously described in this Section,based on one-hundred-and-three percent of the value of only the land without improvements appearing in the tax statement for the tax year preceding the year of Closing. Buyer and Seller shall each pay their own legal and professional fees of other consultants incurred by Buyer and Seller, respectively, except as otherwise provided by Section 8 of this Agreement. All other costs and expenses, not specifically addressed in this Section 12(b), shall be paid by Buyer. At Closing, Buyer shall contribute any funds necessary to pay its share of adjustments. 13. ITEMS TO BE DELIVERED AT CLOSING BY SELLER. At Closing, Seller shall deliver to Title Company the following: (a) Deed. A Dedication Deed executed by Seller conveying the Property to Buyer, in the form attached as Exhibit D, subject only to the Permitted Exceptions (the "Deed"); (b) Temporary Construction Easement. The Temporary Construction Easement, in the form attached as Exhibit C, as further described in Section 9; (c) FIRPTA. The Nonforeign Status Certificate for each entity comprising Seller, as defined in Section 15(a)below; (d) Memorandum of Purchase and Sale Agreement. The Memorandum of Purchase and Sale Agreement, in the form attached as Exhibit E to be recorded by Buyer in the real property records of Washington County, Oregon; (e) Possession. Possession of the Property; and (f) Other Closing Documents. Any other documents as the Title Company may reasonably require, or Buyer and Seller may reasonably agree are required, to Close the transaction, including but not limited to any document reasonably required by the Title Company in connection with the issuance of the Title Policy. 14. ITEMS TO BE DELIVERED AT CLOSING BY BUYER. At the Closing, Buyer shall deliver to Title Company the following: (a) Closing Cash. The sum of(i) the Purchase Price in the amount of$63,311.64, (ii) $35,750 to be held in escrow for payment of the actual ALTA Survey Cost, as described in Section 6, (iii)the Landscape Mitigation Cost in the amount of$25,000 as described in Section 7, (iv) Seller's Attorney Fees in an amount not to exceed $27,000, as described in Section 8, (v) Buyer's closing costs as provided for in Sections 12(b) above, and (vi) any other amounts due Seller by Buyer under this Agreement; (b) Other Closing Documents. Any other documents as Title Company may reasonably require, or Buyer and Seller may reasonably agree are required, to close the transaction, including but not limited to any document reasonably required by the Title Company in connection with the issuance of the Title Policy. 5 4825-6317-5034.3 15. SELLER'S REPRESENTATIONS, WARRANTIES, AND COVENANTS. Seller hereby represents and warrants and covenants to Buyer as follows: (a) Foreign Status. Each and every entity comprising Seller represents and warrants that it is not a foreign person, foreign partnership, foreign corporation, or foreign trust, as those terms are defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and will deliver to Buyer an officers' certificate to such effect at or prior to Closing(the "Nonforeign Status Certificate"). 16. BUYER'S REPRESENTATIONS, WARRANTIES, AND COVENANTS. Buyer hereby represents, warrants, and covenants to Seller as follows: (a) Status. Buyer is duly organized and validly existing under the laws of the state of Oregon as an Oregon municipal corporation as of the Closing Date. (b) Authority. Buyer has full power and authority to execute and perform this Agreement and all action necessary to confirm such authority has been duly and lawfully taken. Upon execution hereof, this Agreement shall constitute a valid, legally binding, and enforceable obligation of Buyer except as such enforceability may be limited by law and general principles of equity. Neither the execution nor performance of this Agreement will violate the terms or any provision of Buyer's organizational documents, or any note, loan agreement, commitment agreement, lease, or other material contract or agreement to which Buyer is a party. (c) Necessary Action. Buyer has duly and properly taken or obtained or caused to be taken or obtained, or prior to Closing will have duly and properly taken or obtained or caused to be taken or obtained, all action necessary for Buyer(i)to enter into and to deliver this Agreement and any and all documents and agreements executed by Buyer in connection herewith or in furtherance hereof and(ii) to carry out the terms hereof and thereof and the transaction contemplated herein and therein. No other action by or on behalf of Buyer is or will be necessary to authorize the execution, delivery and performance of this Agreement and any documents and agreements executed by Buyer in connection herewith or the transactions contemplated herein. (d) Other Representations, Warranties, and Covenants. (i) Buyer represents, warrants, and covenants that the Closing shall constitute Buyer's acknowledgement that prior to Closing (1)Buyer has examined the Property and become familiar with the physical condition thereof and has conducted such investigations of the affairs of the Property as Buyer considers appropriate (2) except for those representations made in Section 15 above, neither Seller nor any of its officers, employees, agents, or attorneys has made any verbal or written representations, warranties, promises, or guaranties whatsoever to Buyer (express or implied) and, in particular, no such representations, warranties,promises, or guaranties have been made with respect to (A) the physical condition (including, without limitation, the environmental condition), use, or operation of the Property, (B) the actual or projected revenue and expenses of the Property, (C) the zoning and other laws, regulations, and rules applicable to the Property or the compliance of the Property therewith (including, without limitation, compliance with any applicable environmental or hazardous substance laws), (D) the 6 4825-6317-5034.3 quantity, quality, or condition of any buildings, facilities, structures, and other improvements thereon, (E) the quality or condition of any soil or ground cover thereon, (F) the terms, conditions, rights, obligations, revenue, expense, or expiration of any agreement or contract affecting or pertaining to the Property, (G) the quality, quantity, or condition of any articles of personal property and fixtures on the Property, (H) the use or occupancy of the Property or any part thereof; or(I) any other matter or thing affecting or related to the Property; and (3) Buyer has entered into this Agreement after having made and relied solely on its own independent investigation, inspection, analysis, appraisal, examination, and evaluation of the facts and circumstances. Without limiting the foregoing, Buyer takes the Property in the condition, known or unknown, existing at Closing, "AS IS." (ii) The Closing shall constitute Buyer's acknowledgement that Buyer waives Buyer's right to recover from Seller, Seller's affiliates and subsidiaries, and their respective shareholders, directors, officers, participants, employees, consultants, and agents, any and all damages, losses, liabilities, costs, or expenses whatsoever, and claims therefor, whether direct or indirect, known or unknown, or foreseen or unforeseen, which may arise from or be related to any of the following except to the extent the condition violates an express representation of Seller(subject to any limitations) under Section 15 above, (1) the physical condition of the Property, (2) the Property's compliance or lack of compliance with any federal, state, or local laws or regulations applicable thereto (including, without limitation, any applicable environmental or hazardous substance law), and all regulations, rulings, and orders promulgated or adopted pursuant thereto, and (3) any matter or thing(A) disclosed to or discovered by Buyer in any materials or information provided to Buyer or made available to Buyer for its inspection and/or(B) actually discovered by Buyer in connection with this transaction. (iii) In this regard and to the extent permitted by law, Buyer hereby agrees, represents, and warrants that Buyer realizes and acknowledges the existence of factual matters now unknown to Buyer that may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses, and expenses which are presently unknown, unanticipated, and unsuspected, and Buyer further agrees, represents, and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Buyer nevertheless hereby intends to release, discharge, and acquit Seller from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses, and expenses which might in any way be incurred, as a material portion of the consideration given to Seller by Buyer in exchange for Seller's performance hereunder. (iv) The provisions of this Section 16(d) shall survive the Closing hereunder. (e) Representations True at Closing. The representations and warranties contained in this Section 16 shall be true in all material respects as of the Closing Date as though made on and as of the Closing Date. 17. BREACH/DEFAULT (a) Default by Seller. In the event the Closing Date and the consummation of the transaction herein contemplated do not occur by reason of any default by Seller, Buyer may (a) institute an action for specific performance of this Agreement for the conveyance of the 7 4825-6317-5034.3 Property to Buyer, or(b) terminate this Agreement and receive all of Buyer's out-of-pocket costs reasonably incurred in connection with the transaction, not to exceed$2,500. In the event that Buyer elects to terminate this Agreement due to a default by Seller rather than sue for specific performance, neither party shall have any further rights or obligations under this Agreement, each to the other, except for such rights and obligations as may specifically survive the termination of this Agreement and the right of Buyer to collect from Seller the amounts set forth in this Section 17(a). Buyer shall not be entitled to lost profits or consequential, exemplary, or punitive damages in the event of a breach of this Agreement by Seller. Buyer waives all claims for damages except as expressly set forth above. (b) Default by Buyer. Upon default by Buyer, this Agreement shall be terminated and neither party shall have any further rights or obligations under it, each to the other, except for such rights and obligations as may specifically survive the termination of this Agreement. If this transaction fails to Close on account of a default by Buyer under this Agreement, Buyer shall pay as liquidated damages Seller's Attorney Fees, as described in Section 8 of this Agreement, as Seller's sole remedy for the default. This amount has been agreed by the parties to be reasonable compensation and the exclusive remedy for Purchaser's default, since the precise amount of damages would be difficult to determine. Buyer will be responsible to Seller for any damage that Buyer or Buyer's agents and contractors may cause to the Property before Closing. (c) No Breach. In the event the Closing Date and the consummation of the transaction herein contemplated do not occur through no default by either party, then either party may upon five business days'notice to the other party, terminate this Agreement. In this case, neither party will have any further obligations under this Agreement, except as specifically survive termination of this Agreement. 18. RISK OF LOSS. Seller shall deliver the Property to Buyer at Closing in substantially similar condition existing as of the Effective Date, except as otherwise provided in this Agreement. Risk of loss of, or damage to, the Property shall be borne by Seller until the date of title transfer. Thereafter, Buyer shall bear the risk of loss. Except for loss or damage caused by Buyer, in the event of loss or damage to the Property, or a portion thereof, prior to the date upon which Buyer assumes the risk, Buyer may terminate this Agreement; provided, however, that Buyer shall not terminate this Agreement if(a) Seller agrees in writing to restore the Property substantially to the condition required by this Agreement by the date of title transfer, (b) Buyer reasonably determines that any such loss or damage will not adversely affect its proposed development of the Property and Seller agrees to accept a pro-rata reduction of the Purchase Price for the area of the Property lost, or(c) Buyer elects to have any insurance proceeds or condemnation award which are due and owing to Seller as a result of the damage or loss, assigned to Buyer, in which case the Purchase Price will be reduced only to the extent of any deductible. Notwithstanding the forgoing, in no event shall Seller be obligated to restore, or Buyer be entitled to (a) a pro-rata reduction in the Purchase Price, or (b) terminate this Agreement should the event of loss or damage be limited to improvements that will be demolished. 8 4825-6317-5034.3 19. MISCELLANEOUS. (a) Further Assurances. Each party shall, at any time after Closing, execute and deliver to the other party all such additional instruments of conveyance and assignments, certificates, or similar documents as such other party may reasonably request. (b) No Other Agreements. This Agreement constitutes the entire understanding and agreement between the parties with respect to its subject matter. All prior and contemporaneous negotiations,proposals, and agreements between the parties including but not limited to those set forth in the letter from counsel for Buyer, Kelly S. Hossaini, Miller Nash Graham&Dunn LLP, to counsel for Seller, Charles F. Hudson, Lane Powell PC, dated as of September 20, 2018 are included in this Agreement. Any changes to this Agreement must be agreed to in writing by both parties. (c) Waiver. Either party may waive the performance of any obligation owed to it by the other party hereunder for the satisfaction of any condition precedent to the waiving party's duty to perform any of its covenants, including its obligations to Close. Any such waiver shall be valid only if contained in a writing signed by the party to be charged. (d) Notices. All notices or other communications required or permitted under this Agreement shall be in writing and shall be (a)personally delivered(including by means of professional messenger service); (b) sent by registered or certified mail,postage prepaid, return receipt requested; (c) sent by overnight delivery using a nationally recognized overnight courier service; (d) if a telefax number is shown below, sent by telefax (the inclusion of e-mail addresses below is for convenience of reference only and does not indicate that notices may be delivered by e-mail): To Buyer: Sean Farrelly Town Center Development Agency of the City of Tigard 13125 S.W. Hall Boulevard Tigard, Oregon 97223 E-mail address: Sean@tigard-or.us With a copy to: Kelly Hossaini Miller Nash Graham& Dunn LLP 3400 U.S. Bancorp Tower 111 S.W. Fifth Avenue Portland, Oregon 97204-3699 Facsimile: 503-205-8539 E-mail address: Kelly.Hossaini@millernash.com To Seller: Mr. Richard Miller Affinity Property Management 1303 S.W. 16th Avenue Portland, Oregon 97201 E-mail address: rmiller@affinityproperty.com 9 4825-6317-5034.3 With a copy to: Mr. Charles Hudson Lane Powell PC 601 S.W. Second Avenue, Suite 2100 Portland, Oregon 97204-3158 E-mail address: hudsonc@lanepowell.com Any notice,regardless of the method of delivery used, shall be deemed received upon actual receipt or refusal of receipt thereof. Notice of change of address shall be given by written notice in the manner detailed in this Section. (e) Assignment. Neither party shall assign this Agreement without the prior written consent of the other party. Any attempt to assign this Agreement in violation of this Section shall be void. (f) Governing Law; Jury Trial; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Oregon, without regard to the principles of conflicts of laws thereof. The Deed will be issued in accordance with and governed by the laws of the state of Oregon. Each party hereby waives all rights it may have to trial by jury in any proceeding between them arising out of this Agreement. Exclusive venue for any dispute hereunder shall lie either with the state courts of Oregon or the federal courts located in the District of Oregon and each party waives its right to claim that a more convenient forum can be found. (g) Tax Considerations. The acquisition of the Property and temporary construction easement described in this Agreement is under threat of condemnation, following the Buyer's inspection and survey of the Property pursuant to ORS 35.220. The parties acknowledge that they are each responsible for their own tax liability, if any,resulting from this Agreement, and further expressly acknowledge that they neither received nor relied upon any tax advice from the other party or the other party's representatives or attorneys. (h) Absence of Brokers. Each party represents and warrants to the other party that it has not employed any finder, broker, or agent in the negotiation of this transaction and that no person is entitled to any finder's fee, broker's commission, or other similar form of remuneration by reason of or in connection with the execution or performance of this Agreement and agrees to hold harmless and indemnify the other party against any claims of any such person with respect to any such fees, commissions or other forms of remuneration. (i) Third-Party Beneficiary. Nothing contained herein shall create or give rise to any third-party beneficiary rights for any person as a result of the terms and provisions of this Agreement. (j) Time is of the Essence. Time is expressly made of the essence of each provision of this Agreement. (k) Counterparts. This Agreement and all exhibits to this Agreement requiring signatures may be executed in counterparts, each of which will be considered an original and all of which together will constitute one and the same Agreement. 10 4825-6317-5034.3 (1) Facsimile Signatures. Facsimile transmission of any signed original document, and retransmission of any signed facsimile transmission, is the same as delivery of an original. At the request of either party, the parties shall confirm facsimile transmitted signatures by signing an original document. (m) Nonwaiver. Failure of Seller or Buyer to declare any default immediately upon occurrence thereof, or delay in taking any action in connection therewith, will not waive the default, but Seller or Buyer have the right to declare such a default at any time and take any lawful or authorized action hereunder, either at law or in equity unless such default has been specifically waived in writing. (n) Attorney Fees. In the event of a dispute between the parties hereto with respect to the interpretation or enforcement of the terms hereof, the prevailing party in any action resulting therefrom shall be entitled to collect from the other its reasonable costs and attorney fees, including its costs and fees on appeal. (o) Calculation of Time Periods. Unless otherwise specified, in computing any period of time described herein, the day of the act or event on which the designated period of time begins to run shall not be included and the last day of the periods computed shall be included unless the last day is a Saturday, Sunday, or legal holiday, in which event the period shall run until the next day that is not a Saturday, Sunday, or legal holiday. (p) Severability. Should any one or more of the provisions of this Agreement be determined to be invalid,unlawful or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. 20. "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, AND 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, AND 11 4825-6317-5034.3 SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010" IN WITNESS WHEREOF the parties have executed this Purchase and Sale Agreement as of the date above written. "SELLER" 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 General Partner By: By: A 0 -w� �h-A�.�- Charles John anaging Partner Darius Irani,Managing Partner Byf /fBy: QVJdtAttAkV ary M. erloshon, Managing Partner Ker nu Pudumjee, Mana in Partner Highlands Associates, Ltd., a California limited partnership By: 1D)- By: OU-A( d 11,Lct mac. Charles D. John, !neral Partner Darius K. Irani, General Partner The Irani Trust By: kgf Darius Irani, Trustee of The Irani Trust under Declaration of Trust dated July 19, 1990, as amended John Family Trust By Y Charles Dean John, T istee of the John Marjorie n John, Trustee of,$,e John Family Trust under eclaration of Trust Family ' st under Declaratio of Trust dated December 31, 1989, as amended dated December 31, 1989, as amended 12 4825-6317-5034.3 C. Leroy Doty and Janette Fulton Doty Living Trust By: Janette'Fulton Doty, Trustee of the C. Leroy Doty and Janette Fulton Doty Living Trust under Declaration of Trust dated July 27, 1995 The Hauser Family Living Trust By: Barbara Van Buren Hauser, Trustee of the Hauser Family Living Trust, dated January 10, 2007 as amended "BUYER" Town Center Development Agency of the City of Tigard, an ORS 457 Urban Renewal Agency By: Name: Title: Date: 13 4825-6317-5034.3 C. Leroy Doty and Janette Fulton Doty Living Trust By: Janette Fulton Doty, Trustee of the C. Leroy Doty and Janette Fulton Doty Living Trust under Declaration of Trust dated July 27, 1995 The Hauser Family Living Trust By: '9 f' IPA it .�' 41P0 '4 01 Barbara Van Buren Hauser, rustee of the Hauser Family Living Trust, dated January 10, 2007 as amended "BUYER" Town Center Development Agency of the City of Tigard, an ORS 457 Urban Renewal Agency By: Name: Title: Date: 13 4825-6317-5034.3 C. Leroy Doty and Janette Fulton Doty Living Trust By: Janette Fulton Doty, Trustee of the C. Leroy Doty and Janette Fulton Doty Living Trust under Declaration of Trust dated July 27, 1995 The Hauser Family Living Trust By: Barbara Van Buren Hauser,Trustee of the Hauser Family Living Trust,dated January 10, 2007 as amended "BUYER" Town Center Development Agency of the City of Tigard, an ORS 457 Urban Renewal Agency By: .. , Name: J/✓ .� ,. lY`�e� Title: Date: MEM 13 4825-6317-5034.3 Exhibit A Description of the Apartment Property Beginning at the intersection of the Southwesterly line of Tract 9,BURNHAM TRACT, a plat of record in the Northeast quarter of Section 2, Township 2 South,Range 1 West,Willamette Meridian, in the City of Tigard, County of Washington and State of Oregon,with the Northerly line of SW Ash Street as dedicated in Document No. 93-66064,Washington County, Oregon Deed Records, said point bears North 43°18'59" West along the Southwesterly line of said Tract 9, 30.06 feet from the Southerly corner thereof and running thence North 43°18'59" West along the said Southwesterly line, also being the Northeasterly line of VIEWCREST TERRACE, also a plat of record in said Section 2, 380.48 feet to an iron pipe at the Southwesterly corner thereof; thence North 49°13'57"East along the Northwesterly line of said Tract 9, 143.90 feet to an iron rod; thence North 44°10'00"West, 821.63 feet to an iron rod on the Southerly right of way of SW Main Street;thence along the said Southerly right of way on a 1870.00 foot radius curve (the radius of which bears South 38°30'03" East and the long chord of which bears North 54°47'50" East, 215.15 feet) 215.27 feet to a point; thence North 58°05'43" East, 202.33 feet to a point; thence along the said Southerly right of way as described in Document No. 93-66065 of said Deed Records along a 180.29 foot radius curve(the radius of which bears North 2°34'51"West and the long chord of which bears North 67°59'49" East, 119.90 feet) 122.23 feet to a point; and thence North 48°34'30" East, 124.67 feet to an iron rod;thence South 44°25'04" East along the Southwesterly line of that certain tract of land as described in Document No. 82-14391 of said Washington County, Oregon Deed Records, 366.43 feet to a point; thence along that certain tract of land as described in a Dedication Deed recorded as Document No. 93-99583 said Deed Records the following courses and distances: South 32°27'23"East, 16.65 feet;thence South 13°04'22" East,32.24 feet; thence South 5°35'25" East, 16.99 feet;thence South 10°20'55"West, 12.90 feet; thence South 72°29'08"West, 160.97 feet; thence South 29°06'49" West, 11.93 feet; thence South 14°11'17"East, 15.09 feet;thence South 52°06'27"East, 18.09 feet;thence North 74°58'07" East, 122.30 feet;thence South 54°30'27"East, 49.33 feet;thence South 52°22'23"East,41.99 feet; thence South 44°21'06"East, 130.95 feet; thence South 1°26'51"East, 12.01 feet; thence South 18°23'48" West,28.46 feet;thence South 48°4428"West, 30.31 feet; thence South 18°18'44"West, 38.94 feet; thence South 35°49'16" West 31.10 feet; thence South 64°20'35"West,46.97 feet; thence South 52°36'19"West, 125.88 feet;thence South 31°09'51" West, 6.83 feet;thence South 10°55'00"East,21.63 feet;thence South 28°48'18" East, 5.28 feet;thence South 88°38'42" East, 6.11 feet;thence North 58°53'18"East, 121.27 feet; thence South 31°37'34"East, 31.91 feet; thence North 85°26'56"East, 8.10 feet;thence North 1°25'03"West, 58.56 feet; thence North 88°07'20" East, 152.92 feet;thence South 2°46'16"East, 56.02 feet;thence South 37°05'17" East,26.75 feet;thence South 27°36'04" East, 38.37 feet; thence South 6°23'10" East,29.56 feet; thence South 33°34'48"East,45.70 feet; thence South 6°21'35" East,20.46 feet; thence South 62°07'17"West, 128.66 feet; thence South 53°39'28" West,20.95 feet;thence South 60°56'53"West, 74.92 feet;thence South 5°27'19" West, 66.56 feet; thence South 12°58'11" East, 37.66 feet;thence South 47°42'20"East, 3.71 feet to a point on the said Northerly right of way line of SW Ash Street;thence along the said Northerly line of that certain tract of land as described in Document No. 93-66064, South 43°00'20" West,297.19 feet to the point of beginning. A-1 4825-6317-5034.3 EXHIBIT B Description of the Property 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°57'48" WEST 191.05 FEET ALONG SAID NORTHERLY LINE TO THE POINT OF BEGINNING; THENCE LEAVING SAID NORTHERLY LINE SOUTH 47°03'36" WEST 3.91 FEET; THENCE NORTH 42°56'24" WEST 45.45 FEET; THENCE SOUTH 47°02'12'WEST 5.11 FEET; THENCE NORTH 42°57'48" WEST 7.57 FEET; THENCE SOUTH 47°02'12' WEST 6.00 FEET; THENCE NORTH 42°57'48" 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°57'48" 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 4825-6317-5034.3 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 0 Li I DOCUMENT NUMBER 2002-113691 1 25102ACI01100 . DOCUMENT NUMBER '3 1 LINE TABLE 96077957 LINE # LENGTH DIRECTION I Li - 3.91" 547°03'36"W 29102AC/00201 V L2 45.45' N42°56'24`W I 4L3 5.11' 547°02'12"W L4 7.57' N42°57"48"W i 15 6.00' 547°02'12"W 1 L6 142.25' N42°57"48"W L7 15.02' N50°14'01"E 1.S L3 Nt POINT OF ..11 BEGINNING REGISTERED -1 ,Il (........7............)PROFESSIONAL LAND SURVEYOR lk,$) NfAck-9—t-,. I- OREGON 9 MAY 21, 2013 PAUL ALLEN KOHN X 58964PLS J liieElai 40 20 0 40 RENEWS: 6/30/19 B-2 4825-6317-5034.3 EXHIBIT C Form of Temporary Construction Easement C-1 4825-6317-5034.3 After recording return;to: Kelly Hossaini Miller Nash Graham &Dunn LLP 111 S.W. Fifth Avenue, Suite 3400 Portland, Oregon 97204 TEMPORARY CONSTRUCTION EASEMENT THIS TEMPORARY CONSTRUCTION EASEMENT(this "Easement") is dated as of , 2019, by and between 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 "Property Owner"), as owners of the real property located at 9270 S.W. Maplewood Drive, Tigard, Oregon (the "Apar tment Property") and the Town Center Development Agency of the City of Tigard, an ORS 457 Urban Renewal Agency(the "City"). RECITALS A. Property Owner owns the Apar tment Property as more fully described on the attached Exhibit A. B. The City is purchasing a strip of land containing approximately 2,373 square feet from the Apartment Property as more fully described on the attached Exhibit B and depicted on the attached Exhibit C (the "Public Dedication Strip"). C. The City intends to develop the Public Dedication Strip, in conjunction with adjacent property, into an access way to allow for the redevelopment of a portion of the adjacent property into a public plaza. D. The parties intend to create a temporary construction easement for the benefit of the City, over and upon certain portions of the Apar anent Property for the purposes and on the terms and conditions set forth herein. 1 4835-7707-3265.3 NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: AGREEMENT Grant of Construction Easement. The Property Owner hereby grants and conveys to the City, a temporary construction easement on, over, and across that portion of the Apartment Property that is two and one-half feet from the limits of the Public Dedication Strip as that Public Dedication Strip is described on the attached Exhibit B and as the Public Dedication Strip and the temporary construction easement area are depicted on the attached Exhibit C (the "Construction Easement Area"). The City shall have the right to use the Construction Easement Area as a work area, for access, and for construction-related activities pertaining to the Public Dedication Strip. In no event shall the City use the Construction Easement Area for storage of materials or equipment unrelated to constructing the improvements within the Public Dedication Strip. During the term of this Easement, Property Owner shall not construct any new permanent structures or plant any new trees or shrubs within the Construction Easement Area. Use. During the term of this Easement, the City may use the Construction Easement Area for no more than four months. Additionally,prior to any use of the Construction Easement Area, the City must provide Property Owner with at least 30 days'prior notice. Term. This Easement shall commence on the date that this Easement is fully executed and shall continue for 18 months. This Easement will automatically terminate at the end of the 18 month period without further act of either party. Notices. Any demand or notice allowed or required hereunder shall be given by first class mail to the persons specified as follows: Property Owner: Mr. Richard Miller Affinity Property Management 1303 S.W. 16th Avenue Portland, Oregon 97201 With copy to: Mr. Charles Hudson Lane Powell 601 S.W. Second Avenue, Suite 2100 Portland, Oregon 97204-3158 City: Sean Farrelly Town Center Development Agency of the City of Tigard 13125 S.W. Hall Boulevard Tigard, Oregon 97223 2 4835-7707-3265.3 With copy to: Kelly Hossaini Miller Nash Graham & Dunn LLP 1 l l S.W. Fifth Avenue, Suite 3400 Portland, Oregon 97204 Covenants Running with Land. This Easement shall be appurtenant to and shall run with the land as to the Apartment Property, and shall bind and inure to the benefit of the parties hereto, as well as their respective successors, assigns, lessees, and mortgagees. Defense and Indemnity. The City shall indemnify and hold harmless the Property Owner from and against any damage caused to the Property by the City's use of the Construction Easement Area, and from and against any liens or claims that may be filed or asserted against the Property or the Property Owner by any such use. Attorney Fees. In the event that either party brings an action to enforce its rights hereunder, including, but not limited to, at trial, on any appeal, or while enforcing its rights in any bankruptcy proceeding, the prevailing party in such action shall be entitled to receive all costs and reasonable attorney's fees in addition to any damages to which it is due by reason of such action. Recording. This Agreement may be recorded by either party in the Records of Washington County, Oregon. No Oral Amendment. Except as herein otherwise provided, no subsequent alteration, amendment, change, or addition to this Easement shall be binding upon either party unless reduced to writing and signed by them. Governing Law. This Easement shall be governed and construed in accordance with and governed by the laws of the State of Oregon and shall not be construed for or against either party as a result of the drafting hereof. IN WITNESS WHEREOF the parties have executed this Temporary Construction Easement of the date above written. [signature pages follow] 3 4835-7707-3265.3 PROPERTY OWNER: 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 General.Partner By: By: Aa/t,t t,(�J )h. Charles Jo annaging Partner Darius Irani,Managing Partner By -1/7/M,(1/19) By. Mary M. Drloshon, Managing Partner Ke .aPudumjee, Managing 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 ) County of S Avx ) On 714.GkA- 19, -2,,D1 9 before me, o.6 v10—Ze‘,k1/1(1--E6-1‘ 1L,.J a 4D I PCA-I li c. (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. WITNESS my hand and official seal. CATARINAIERBINATTI IwATA gra Notary Public•California Los Angeles County xr; ' , Commission#2244477 My Comm.Expires Jun 25,2022 Signature — ;,.L,� __(meal) -- — — — — 4 4 4835-7707-3265.3 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 4°S }-1" ) On 19 , ,2,o/9 before me, got-irt h^ ,14_,..)01•41-,,,30 (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. 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. CATARtNA Zblic.California'I IWATA -Mt': Notary Public iN Los Angeles County ' f� 9/� (Seal) • ,° Commission N 2244477 Signature //.0 � ti�-ti-�- �– �w�-L�jT� "'" My Camm,Expires Jun 25,2022 5 4835-7707-3265.3 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 J s -�� ) On ^. 19 , zo l 9 before me, r n-- L a--U-t' ,3 a et_d (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 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. `F .•_, CATARINA ZERBINATTI IWATA v.a Notary Public-California i•.- a Signature /1 Los Angeles County f G.l �^ Commission a 22444)7 � ter^ !/ (Seal) y^1""" My Comm.Expires Jun 25,2022 6 4835-7707-3265.3 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 bio S 941 On `fit e), t`� 020( 9_ before me,ea,ta >?e( )0 L/i 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. 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. ,0,,; CATARINA 2ERBINATTI IWATA Notary Public•California • i Y ?i�:.., los Angeles County Commission q 2244471 Signature 00' 4 2 --(Seal) „ .�* My Comm.Expires Jun 25,2022 7 4835-7707-3265.3 Highlands Associates, Ltd., a California limited partnership J� F By: bite— By: Gc l {�c.c,l..z Charles D. John,G eral 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 LS ) On �� l R (260/9 before me,fir,r-/a--,fsri-,`Pl r,i c Jo ( (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. � 1 " r, CATARINA ZERBINATTIIWATA a R. Notary Public•California y.�• M Los Angeles County s `p ,° Commission s Jun 25,7 Signature /i (Seal) My Comm.Expires Jun 25,2022 8 4835-7707-3265.3 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 ) On 7149-ti r.C._ l 9, c2.0 I before me,U;(1' 2-( .t=a) 6,( 4 /t (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. CATARINA ZERBINATTI IWATA , .p. Notary Public-California ',%;01r.;.° Los Angeles County � ° Commission N 2244477 g M`t 4`"���D h_t 7�/ (S ) r, My Comm.Expires Jun 25,2022 Si nature S� �tiLG eal • 9 4835-7707-3265.3 The Irani Trust under Declaration of Trust dated July 19, 1990, as amended By: 1S oL-LIZ..-<..1 �n,t,�tivt 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 k).--sJA,kr2- On 7140-, . l �, 2'0.19 before me,eVL n L4'n /h)0 (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 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. „y o,, CATARINA ZERBINATTI IWATA a. .., Vis; Notary Public•California 1• Los Angeles County Signature i T-�� g-h % — (Seal) r`-."��.',7o My Comm Expin s Jun 25 2022 10 4835-7707-3265.3 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: ne...44-4/ve By: V.1-- --e/2-e--C e / 4'Ch rls Dean John, Truee Marjori nn 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 niC S ) On '71A-0-q-cit, 1 9 02,0 l ? before me,l 01-P4'i via 'via-f: 'X,)o' 0--- -./ 4a1 (insert name and title of the 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. rh,46.46-c7r="ham .IWATA a 1 j\s; Notary Public•California i-s ��- M'KT Los Angeles County f. g ES ) p+! Commission a 2244477 Signature ��"a g,4-„A:A--1'C�'eal My Comm,Expires Jun 25,2022 /// 11 4835-7707-3265.3 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 1.4 ) On`71AG1„a 19 .2_0( 9 before me, ecart`n a �� 4, s jc, (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 ZERBINAT7IIWATA Notary Public-California a Los Angeles County Signature 7/ �'�--�o %t. (Seal) !• Commission H 2244477 My Comm.Expires Jun 25,2022 12 4835-7707-3265.3 C. Leroy Doty and Janette Fulton Doty Living Trust under Declaration of Trust dated July 27, 1995 By: � d... Jane to 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 4.A4,41 t.t'_ ) On 1/4/27_,A.4.yJDial.01 before me, I,[..�. ., ',._� dr (insert name and title ' the of icer) personally appeared JANETTE FULTON DOTY, who proved to me on the basis of satisfactory evidence to be the persons whose name,(s')d /.ace-subscribed to the within instrument and acknowledged to me that he 7the3.executed the same in trtl -authorized capacity(ies), and that by ilpithe4 signature(T''on the instrument the person, or the entity upon behalf of which the person 7' 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. DARLEEN N.FARAGALLI 4w. Notary Public-California .� r4:4Orange County Signature �. f , � '. / / .;/4l ;: � ) ' ,��, Commission#2218085 My Comm.Expires Mar 5,2023 13 4835-7707-3265.3 • The Hauser Family Living Trust, dated January 10, 2007 as amended By: r, l133716,04 Trebotk-) 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 Los .�i23 eS ) On -ZZ` before me,Ni GIC adr:n.° — A No.kry P(/ (i(. (insert name and title of the officer) 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. WITNESS my hand and official seal. . NICK SARTINI s„ COA)IM.112151994 !VG ar NOTARY PUBLIC a CALIFORNIA Signature (Seal) `."?n/ LOS ANGELESCOUOTY Com'mWlohEitPb�APRlL X0,1020 14 4835-7707-3265.3 CITY: Town Center Development Agency of the City of Tigard, an ORS 457 Urban Renewal Agency By: Name: Its: STATE OF OREGON ) ) ss. County of ) This instrument was acknowledged before me on this day of ,20 ,by as of Town Center Development Agency of the City of Tigard, an ORS 457 Urban Renewal Agency. NOTARY PUBLIC FOR OREGON My Commission Expires: 15 4835-7707-3265.3 EXHIBIT A Apartment Property Legal Description Beginning at the intersection of the Southwesterly line of Tract 9, BURNHAM TRACT, a plat of record in the Northeast quarter of Section 2,Township 2 South, Range 1 West,Willamette Meridian, in the City of Tigard, County of Washington and State of Oregon,with the Northerly line of SW Ash Street as dedicated in Document No. 93-66064, Washington County, Oregon Deed Records, said point bears North 43°18'59" West along the Southwesterly line of said Tract 9, 30.06 feet from the Southerly corner thereof and running thence North 43°18'59" West along the said Southwesterly line, also being the Northeasterly line of VIEWCREST TERRACE, also a plat of record in said Section 2, 380.48 feet to an iron pipe at the Southwesterly corner thereof; thence North 49°13'57" East along the Northwesterly line of said Tract 9, 143.90 feet to an iron rod; thence North 44°10'00" West, 821.63 feet to an iron rod on the Southerly right of way of SW Main Street; thence along the said Southerly right of way on a 1870.00 foot radius curve (the radius of which bears South 38°30'03" East and the long chord of which bears North 54°47'50" East, 215.15 feet)215.27 feet to a point; thence North 58°05'43" East, 202.33 feet to a point; thence along the said Southerly right of way as described in Document No. 93-66065 of said Deed Records along a 180.29 foot radius curve(the radius of which bears North 2°34'51" West and the long chord of which bears North 67°59'49" East, 119.90 feet) 122.23 feet to a point; and thence North 48°34'30" East, 124.67 feet to an iron rod; thence South 44°25'04" East along the Southwesterly line of that certain tract of land as described in Document No. 82-14391 of said Washington County, Oregon Deed Records, 366.43 feet to a point; thence along that certain tract of land as described in a Dedication Deed recorded as Document No. 93-99583 said Deed Records the following courses and distances: South 32°27'23" East, 16.65 feet; thence South 13°04'22" East, 32.24 feet; thence South 5°35'25" East, 16.99 feet; thence South 10°20'55" West, 12.90 feet; thence South 72°29'08" West, 160.97 feet;thence South 29°06'49" West, 11.93 feet; thence South 14°11'17" East, 15.09 feet; thence South 52°06'27" East, 18.09 feet; thence North 74°58'07" East, 122.30 feet; thence South 54°30'27" East,49.33 feet; thence South 52°22'23" East,41.99 feet; thence South 44°21'06"East, 130.95 feet; thence South 1°26'51" East, 12.01 feet; thence South 18°23'48" West, 28.46 feet; thence South 48°44'28" West, 30.31 feet; thence South 18°18'44" West, 38.94 feet; thence South 35°49'16" West 31.10 feet;thence South 64°20'35" West,46.97 feet; thence South 52°36'19"West, 125.88 feet; thence South 31°09'51" West, 6.83 feet; thence South 10°55'00" East,21.63 feet;thence South 28°48'18" East, 5.28 feet; thence South 88°38'42" East, 6.11 feet; thence North 58°53'18" East, 121.27 feet; thence South 31°37'34" East, 31.91 feet; thence North 85°26'56" East, 8.10 feet; thence North 1°25'03" West, 58.56 feet; thence North 88°07'20" East, 152.92 feet; thence South 2°46'16" East, 56.02 feet; thence South 37°05'17" East, 26.75 feet; thence South 27°36'04"East, 38.37 feet; thence South 6°23'10" East, 29.56 feet; thence South 33°34'48" East, 45.70 feet; thence South 6°21'35" East,20.46 feet; thence South 62°07'17" West, 128.66 feet; thence South 53°39'28" West, 20.95 feet; thence South 60°56'53" West, 74.92 feet; thence South 5°27'19" West, 66.56 feet; thence South 12°58'11" East, 37.66 feet;thence South 47°42'20" East, 3.71 feet to a point on the said Northerly right of way line of SW Ash Street; thence along the said Northerly line of that certain tract of land as described in Document No. 93-66064, South 43°00'20"West, 297.19 feet to the point of beginning. A-1 4835-7707-3265.3 EXHIBIT B Public Dedication Strip Legal Description 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°57'48"WEST 191.05 FEET ALONG SAID NORTHERLY LINE TO THE PONT OF BEGINNING;THENCE LEAVING SAID NORTHERLY LINE SOUTH 47°03'36" WEST 3.91 FEET; THENCE NORTH 42°56'24" WEST 45.45 FEET; THENCE SOUTH 47°02'12'WEST 5.11 FEET; THENCE NORTH 42°57'48" WEST 7.57 FEET; THENCE SOUTH 47°02'12'WEST 6.00 FEET; THENCE NORTH 42°57'48" 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°57'48" EAST 194.44 FEET TO THE PONT 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 EXHIBIT C Public Dedication Strip and Construction Easement Area Drawing LOCATED IN THE NORTHEAST ONE QUARTER OF SECTION 2, TOWNSHIP 2 SOUTH, RANGE I.WEST, W.M., CITY OF TIGARD, WASHINGTON COUNTY, OREGON WIDTH VARIES SAN. MAIN STREET $ L7 DOCUMENT NUMBER 2002-113891 25102AC/01100 LINE TABLE DOCUMENT NUMBER 960779571 UNE # LENGTH DIRECTION 1 4..f4 L1 3.91' S47°03'36"W l .+ 25102AC/00201 L2 45.45' N42456'24"W 14 L3 5.11' S47602112"W _ L4 7.57' N42457'48"W L5 6.00' 547°02'12"W L6 1422.25' N42°57'48"W L7 15.02' N501114'01"E 1.5 t�3 POINT OF BEGINNING REGISTERED PROFESSIONAL1+ LAND SURVEYOR "co4011 IS (H) v_43 A. :‹0-3.-L OREGON I'n MAY 21,2013 °� PAUL ALLEN KOHN Z 58964PL5 40 2040 RENEWS:6/30/19 C-1 4835-7707-3265.3 EXHIBIT D Form of Dedication Deed D-1 4825-6317-5034.3 RETURN RECORDED DOCUMENT TO: CITY HALL RECORDS DEPARTMENT, CITY OF TIGARD 13125 SW Ha11 Blvd. Tigard, OR 97223 File No. 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 follow] 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 Gener 1 Partner By: / ' i. By: CUL(((. Ec'n l i Charles Jo", Managing Partner Darius Irani;Managing Partner By:'17 L-�i /✓1` ��G�-----_ By: Vl-kiAit tA, „ Mary M. Ilerloshon, Managing Partner K b u Pudumjee, Managi 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 ) County of 4,0S 4Q On 717t9/1.LB, 9, o 19 before me,C `vta-29-4,-r1 s J , �1 a ,r1 6?J I, (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. WITNESS my hand and official seal. vir: CATARINA ZERBINATTI IWATA • ye Notary Public-California ,1 � Los Angeles County > r Commission#2244477 / C n, '�My— —Comm,— —Expires—Jun— —25,2022— � Signature 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 ) County of tv s ?2,Qea ) On-11AC4A. 1 9 a,o t 9 before me,eo(av-n., 1 : \ 0-61-1 al I i c. (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. 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. -�- A - --_= CATARINA ZERBINATTIIWATA . Notary PublicCalfornia t,',41';::1K Los Angeles County • iNSeal) uwCommission#2244477Signature/ ti My Comm.Expires Jun 25,2022 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 }-1 ) On 71,10.4ctp, l9, a,019 before me,G'ct.LariFro.-2e(L:ne,tei' ) -- ,A\o rl Pil6 (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 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. k:; ,, CATARINA ZE�I IWATA �'i. Notary Public California �--- ,:k. .M'sro Los Angeles County > `P-` `y�Y ( ) µ�^ Commission#2244477 Signature 's c�9 ' YlG iii �" Seal •' c My 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 io )1,-11e--62--a) ) On -c.f, 1 9e X2.0 I q before me,ec; ar (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. 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 Signature / I •Ic (Seal) ' .'- of.Et Los Angeles County Commission N 2244477 My Comm.Expires Jun 25,2022 5 4848-5175-7690.3 Highlands Associates, Ltd., a California limited partnership By: By: �1 OLAA c, k LA.4- Charles %��!GtX��D. Jo 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 t-SAii.,2- i ) On .CZ. L 9, ,Lol9 before me,cat-trirto- rlr(141:4---k- ,,,) a-� ,Jo �( P�,,.L1 (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. �',4 CATARINAZERBINATTI IWATA .T Notary Public-California x x K- Los Angeles County � ,• Commission N 2244477 kn `", .• My Comm.Expires Jun 25,2022 Signature �` �U4' Seal) 6 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 �j ) County of /-03‘ On 21A0A d. E 9, t 9 before me, eotaY tvto- r>t Cosl (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. r16. 4116.6"d641164"64111"."411“...vt,e CATARWA ZERINATIIWATA Notary Public.California los Angeles County Signature ' ° "' � Commission It 2244477 vy C (Seal) My Comm.Expires Jun 25,2022 7 4848-5175.7690.3 The Irani Trust under Declaration of Trust dated July 19, 1990, as amended By: A( i..A Y A- -L,a.• .LOAA & r. 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 L 5 S-e-�'+� ) On .>)r.2 t 9 ! 9 before me,Ot-rt.vta- h-in‹4k.' Tom' i c{s-, c.)�z 17 Ci,-t/iC: (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 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 2ERBINATTI IWATA tis; Notary Public•California >, a Los Angeles County 1 Commission#2244477 ` �. �1 o �, My Comm.Expires Jun 25,2022 Signature r✓ ,,,,, C (Seal) 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: B Charles Dean John, T Marjorie n 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 "O S � ) On 7ctt 19O2.0( 9before me,l.� n`�-- ���(. T Hca--- o 91 before i (insert name and title of the 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. r„. CATARINA ZERBINATTI IWATA �* Notary Public•California 0� K- Los Angeles County Signat re �h -,l) commission q 2244477 j' I" My Comm,Expires Jun 25,2022 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 LS 1. , ) On 71ALIA_c / `� d o 19 before me, 04 I,J akx, ?c-b/i (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. ‘Aisr CATARINA ZERBINATTIIWATA �+a Notary Publlc•Cayfornia g ��'�✓'yCp r Los Angeles County ! ^° Commission p 2244477 Si nature `--($eal) y♦+ '"' My Comm,Expires Jun 25,2022 10 4848-5175-7690.3 C. Leroy Doty and Janette Fulton Doty Living Trust under Declaration of Trust dated July 27, 1995 By: ( z._!_._�(e, ;-'4797,1 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 � ) On f7lt.AI /9 before me, . iz, '1. ir..,.:_/ . /, Xi ,, /I % e.e--1 (insert name and Ale of the officer) ' personally appeared JANETTE FULTON DOTY, who proved to me on the basis of satisfactory evidence to be the person( whose name'c1ace--subscribed to the within instrument and acknowledged to me that he/ e executed the same in'bi 41 -heir authorized capacity(s3, and that by �e tl signa re on the instrument the personys', 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. DARLEEN N.FARAGALLI ? Notary Public California• Signature hLL� `(4.4. ,� ., (Seal) Z �:% 'q � Orange Countyf. -"`�'- ] � y-+gr�• Commission 2278085 (/ 1 _°—"`" • My Comm.Expirells Mar 5,2023 I 11 4848-5175-7690.3 The Hauser Family Living Trust, dated January 10, 2007 as amended By: ,0 f 10,muyrkpapatia 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.b S ) Afbeles ) On '1--2/Z,—19, before me, N, � r'-<ri s.® 1 k-t y 19.t,1 is (insert name and title of the officer) 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. mvy�,w,rtivfvrrvrvmtiv WITNESS my hand and official seal. y<;, NICK SARTINI r' « COMM.#2151394. -4 NOTARY PUBLIC•CALIFORNIA /),A. \d`yLOS ANGELES COUNTY ''Signature ,V„Yl JIJJAv (Seal �mx) # Commission Expires APRIL 10,2020 wrivmawrrMvr�mv+.vvr.% 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 EXHIBIT A Description of the Dedicated Property 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°57'48" WEST 191.05 FEET ALONG SAID NORTHERLY LINE TO THE POINT OF BEGINNING; THENCE LEAVING SAID NORTHERLY LINE SOUTH 47°03'36" WEST 3.91 FEET; THENCE NORTH 42°56'24" WEST 45.45 FEET;THENCE SOUTH 47°02'12'WEST 5.11 FEET; THENCE NORTH 42°57'48" WEST 7.57 FEET; THENCE SOUTH 47°02'12'WEST 6.00 FEET; THENCE NORTH 42°57'48" 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°57'48"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. A-1 4848-5175-7690.3 Public Dedication Strip 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 .t. 0 L7 t DOCUMENT NUMBER 2002.113691 2S 102AC101100 DOCUMENT NUMBER J1 LINE TABLE 96077957 LINE # LENGTH DIRECTION t 1 L1 3.91' S47°03'36'W 2S102AC/00201 45.45' N42°56'24°W m 4 L3 5.11' 547°02'12"W r 1 l ` _ L4 7.57' N42957'48"W L5 6.00' S47°02'12"W 1L6 142.25' N42°57'48"W L7 15.02' N50°14'01"E L5 POINT OF 1 BEGINNING ( REGISTERED Olif PROFESSIONAL L LANG SURVEYOR 'Z 03 Z (........„:„._ A. ..\ :<0.-- �. a OREGON MAY 21, 2013 PAUL ALLEN KOHN 58964PLS qq 2D 1 1 RENEWS: 6/30/19 A-2 4848-5175-7690.3 EXHIBIT E Form of Memorandum of Purchase and Sale E-1 4825-6317-5034.3 After recording return to: Kelly Hossaini Miller Nash Graham& Dunn LLP 111 S.W. Fifth Avenue, Suite 3400 Portland, Oregon 97204 MEMORANDUM OF PURCHASE AND SALE AGREEMENT This Memorandum of Purchase and Sale Agreement(this "Memorandum") is made as of , 2019, between 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 "Seller"), and Town Center Development Agency of the City of Tigard, an ORS 457 Urban Renewal Agency ("Buyer"). Pursuant to a Purchase and Sale Agreement dated , 2019 ("PSA"), Seller agreed to sell to Buyer a certain strip of land more fully described on attached Exhibit A (the "Property"), located within Seller's real property at 9270 SW Maplewood Drive, Tigard, Washington County, Oregon, more particularly described in the attached Exhibit B. The terms upon which Seller has agreed to sell the Property to Buyer are set forth in the PSA, to which reference is made for all purposes. This Memorandum is to be recorded in the official records of Washington County, Oregon in order to give notice of the existence of the PSA. This Memorandum will not be deemed or construed to define, limit, or modify the PSA, or any provision thereof, in any manner. IN WITNESS WHEREOF, the parties have caused this Memorandum to be executed as of the day and year first above written. [signature pages follow] 1 4817-9319-2570.3 SELLER: 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 General Partner By: eiBy: &9(.A A A. Charles Jo , Managing Partner Darius Irani,Managing Partner ByC��; t.C.- By: AM'lA, W Mary M. > erloshon, Managing Partner Ke nu Pudumjee, Managin„4artner 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 US ) On —11A-a^ an 19� 9 before me,l al9�t ���- � � . vt 1dr, o-�ry ��,���'C-- (insert name and title of the officer) II 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. WITNESS my hand and official seal. ,,,a ,� `ATARINA ZERBINATTI IWATA 4.0a �� Notary Public-California 4. sr. Los Angeles County ` � Commission p 2244477 „�.� c ____ My Comm.Expires Jun 25,2022 Signature i l peal) 1 2 4817-9319-2570.3 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 LCS SD-) ) On 19, l `I before me,ectal,.-,c,-, Q ,'7T Pte- U 6,f e f: (insert name and title of the officer) r 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. 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. 1 —;.P.. .: —;;INA—Z;BIN—A;II;A;. . Notary Public-California zs-s � ' ,`o Los Angeles County Signature ©� (Seal) Commission rt 2244477 "" My Comm.Expires Jun 25,2022 3 4817-9319-2570.3 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 fi-`^ _-__ ) On--)A-0A-c l 9 Q-0[ 9 before me,got4 �a ( n��l� (,� l c. (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 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. .y>r CATARINA ZERBINATTIIWATA a Notary Public-California ., ) �+- los Angeles County b Signature Seal �� f° Commission#2244477 "`""� My Comm.Expires Jun 25,2022 4 4817-9319-2570.3 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 - --J-3 On `1' . L 9 02..0 19 before me, ed \v,aft4 (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. 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 l?"4.'"41641641"1116416.116464111"111.7.�� ��'�7"�'Yt �GLSeal) y..:•,i; Notary Public•Californi Signature �.,� ro Los Angeles County '�^ Commission q 2244477 My Comm,Expires Jun 25,2022 5 4817-9319-2570.3 Highlands Associates,Ltd., a California limited partnership By: � �,�- '�• By: Charles D. John, eneral 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 nn ) County of Onc c a°. l `? �Zo f q before me,(. rr'vt� r ��� '�CJ oda Pt,.), (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. ,s...;', CATARINA ZERBINATTI IWATA c Notary Public•California : • ' Los Angeles County n SignatureA--(Seal) Commission N 2244477 " My Comm.Expires Jun 25,2022 6 4817-9319-2570.3 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 LoJ ) On ^- � c2,0 9 before me,ectri�-i terTr,3 c.1-01 r.� +` (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. CATARINA ZERBINATTI IV/ATA • v Notary Public-California r4 �-h �'y ` b- Los Angeles County i` ♦ .eg-11'-i-Lotq---(Seal) �e Commission q 2244477 Signature "` My Comm.Expires Jun 25,2022 7 4817-9319-2570.3 The Irani Trust under Declaration of Trust dated July 19, 1990, as amended By: ZOGA-4.A/t.,4-fl,L f�LvtiL-. 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 147S ^ -ems ) On-714-04-a 19 d..0/9 before me,ery1`a r(;--.--- .2-e-C 1?-,-'n 4-1-1-,.' ; , a.)o)u ry 19..E 1 i c- (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 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. 17164:76dh"d64641.416ablotary o, TARINA ZERBINATTI IWA/ f�, Public California ..0(..0-1---(- �� i yoi k. Los Angeles County b Signature ' ,1 f Commission 11 2244477 My Comm.Expires Jun 25,2022 8 4817-9319-2570.3 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: 4// ! l�-i e , 2� Charles Dean John, Tru e Marjorie nn 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 1-0 S ) On 14 I 9 ,2 b/4 before me,0610..(i ruY y, .c S u36,1?'" I)v6-7 Pc-Li (insert name and title of the 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 Publlc-California gn _ (Seal) �i-y , Los Angeles County �' Commission It 22unty SI ature �^-� tip, r`' �' My Comm Expires Jun 25,2022 l 9 4817-9319-2570.3 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 .A7 S On ()I/v0..ct, 9 O( 9 before me,Cot((t1-10--11`)-10.14-,' ryt� o-lc, (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. CNotaryA ZERBINATTI Irma Notary Public•California fes, WATA ,. Los Angeles County Commission#2244477 Signatur 1,Lo - 7-1A/k-----(Seal) °". My Comm.Expires Jun 25,2022 10 4817-9319-2570.3 C. Leroy Doty and Janette Fulton Doty Living Trust under Declaration of Trust dated July 27, 1995 By: i1-t�� /.P 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 oflG � ) r! On ti2 - ,L0) /9 before me,/&a /J.. , ' '72A 5,( k)4/ 46, (insert name and tit/of the officer) U personally appeared JANETTE FULTON DOTY, who proved to me on the basis of satisfactory evidence to be the person hose name(s4(ar*-subscribed to the within instrument and acknowledged to me that h*gt ey executed the same in-h•Ith /+herr authorized capacity(40, and that by-hi `� /r tlhe•ir•signa ure4s1 on the instrument the personas); or the entity upon behalf of which the person( )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. • , DARLEEN N.FARAGALLI �. Notary Public California Signature /„ f i' , � (Seal) Y� _- Orange County j / f.• Commission k 2278085 �"'•` ''� My Comm Expires Mar 5,2023 11 4817-9319-2570.3 The Hauser Family Living Trust, dated January 10, 2007 as amended 1 `tt' i iz,afeeJ Barbara Van :uren 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 Las f✓ ><Ie-S ) On Sbefore me,/lkk. Se..rf4.1; N© y ft.6L (insert name and title of the officer) 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. WITNESS my hand and official seal. r : N K SA 171.7 [S y _ : COMM.#2151394 py� wit ( l� (Seal) - .)7" NOTARY PUBLIC•CALIFORNIA Ts Signature / JJ��►�'��**�� • ` ' t• LOS ANGELES COUNTY bu �•,: Commiss O Expires APRIL 30,2020 12 4817-9319-2570.3 BUYER: Town Center Development Agency of the City of Tigard, an ORS 457 Urban Renewal Agency By: Name: Its: STATE OF' OREGON ) ) ss. County of ) This instrument was acknowledged before me on this day of ,20 ,by as of Town Center Development Agency of the City of Tigard, an ORS 457 Urban Renewal Agency, NOTARY PUBLIC FOR OREGON My Commission Expires: 13 4817-9319-2570.3 EXHIBIT A Description of the Property 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°57'48"WEST 191.05 FEET ALONG SAID NORTHERLY LINE TO THE POINT OF BEGINNING; THENCE LEAVING SAID NORTHERLY LINE SOUTH 47°03'36"WEST 3.91 FEET; THENCE NORTH 42°56'24" WEST 45.45 FEET; THENCE SOUTH 47°02'12'WEST 5.11 FEET; THENCE NORTH 42°57'48"WEST 7.57 FEET; THENCE SOUTH 47°02'12'WEST 6.00 FEET;THENCE NORTH 42°57'48" 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°57'48" 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. A-1 4817-9319-2570.3 Public Dedication Strip and Construction Easement Area Drawing LOCATED IN THE NORTHEAST ONE QUARTER OF SECTION 2, TOWNSHIP 2 SOUTH, RANGE I WEST, W.M,, CITY OF TIGARD, WASHINGTON COUNTY,OREGON — _ _ — _ WIDTH VARIES S.W. MAIN STREET L7 DOCUMENT NUMBER 2002.113691 2S 102Ap01100 DOCUMENT NUMBER ..1' LINE TABLE 96077957 ' LINE# LENGTH DIRECTION l LI 3,91' S47°03'36"W 1 29102AG/00201 a m L2 45.45' N42°56'24"W v L3 5.11' 547°02'12'W In 4 • L4 7.57' N42°57'48"W 1 L5 6.00' 547°0212"W L6 142.25' ,N42°57'46"w 45 - L7 15.02' N50°14'01"E J 1.3 � ' POINT OF 1 BEGINNING REGISTERED PROFESSIONAL 401 lg. LAND SURVEYOR 3 OREGON ° MAY 21,2013 c PAUL ALLEN KOHN � 2 58964PLS lii 40 20 0 40 RENEWS:6/30/19 A-2 4817-9319-2570.3 EXHIBIT B Description of Seller's Property Beginning at the intersection of the Southwesterly line of Tract 9, BURNHAM TRACT, a plat of record in the Northeast quarter of Section 2, Township 2 South, Range 1 West, Willamette Meridian, in the City of Tigard, County of Washington and State of Oregon, with the Northerly line of SW Ash Street as dedicated in Document No. 93-66064, Washington County, Oregon Deed Records, said point bears North 43°18'59" West along the Southwesterly line of said Tract 9, 30.06 feet from the Southerly corner thereof and running thence North 43°18'59" West along the said Southwesterly line, also being the Northeasterly line of VIEWCREST TERRACE, also a plat of record in said Section 2, 380.48 feet to an iron pipe at the Southwesterly corner thereof; thence North 49°13'57"East along the Northwesterly line of said Tract 9, 143.90 feet to an iron rod; thence North 44°10'00" West, 821.63 feet to an iron rod on the Southerly right of way of SW Main Street; thence along the said Southerly right of way on a 1870.00 foot radius curve (the radius of which bears South 38°30'03" East and the long chord of which bears North 54°47'50"East, 215.15 feet) 215.27 feet to a point; thence North 58°05'43" East, 202.33 feet to a point; thence along the said Southerly right of way as described in Document No. 93-66065 of said Deed Records along a 180.29 foot radius curve(the radius of which bears North 2°34'51" West and the long chord of which bears North 67°59'49" East, 119.90 feet) 122.23 feet to a point; and thence North 48°34'30" East, 124.67 feet to an iron rod; thence South 44°25'04" East along the Southwesterly line of that certain tract of land as described in Document No. 82-14391 of said Washington County, Oregon Deed Records, 366.43 feet to a point; thence along that certain tract of land as described in a Dedication Deed recorded as Document No. 93-99583 said Deed Records the following courses and distances: South 32°27'23" East, 16.65 feet; thence South 13°04'22" East, 32.24 feet; thence South 5°35'25" East, 16.99 feet; thence South 10°20'55" West, 12.90 feet; thence South 72°29'08" West, 160.97 feet; thence South 29°06'49" West, 11.93 feet; thence South 14°11'17" East, 15.09 feet; thence South 52°06'27" East, 18.09 feet; thence North 74°58'07"East, 122.30 feet; thence South 54°30'27" East,49.33 feet; thence South 52°22'23"East,41.99 feet; thence South 44°21'06" East, 130.95 feet; thence South 1°26'51"East, 12.01 feet; thence South 18°23'48" West, 28.46 feet; thence South 48°44'28" West, 30.31 feet; thence South 18°18'44" West, 38.94 feet; thence South 35°49'16"West 31.10 feet; thence South 64°20'35" West,46.97 feet; thence South 52°36'19" West, 125.88 feet; thence South 31°09'51" West, 6.83 feet; thence South 10°55'00" East, 21.63 feet; thence South 28°48'18"East, 5.28 feet; thence South 88°38'42" East, 6.11 feet; thence North 58°53'18" East, 121.27 feet; thence South 31°37'34"East, 31.91 feet; thence North 85°26'56" East, 8.10 feet; thence North 1°25'03" West, 58.56 feet; thence North 88°07'20" East, 152.92 feet; thence South 2°46'16" East, 56.02 feet; thence South 37°05'17" East, 26.75 feet; thence South 27°36'04" East, 38.37 feet; thence South 6°23'10" East, 29.56 feet; thence South 33°34'48" East, 45.70 feet; thence South 6°21'35" East, 20.46 feet; thence South 62°07'17" West, 128.66 feet; thence South 53°39'28" West,20.95 feet; thence South 60°56'53" West, 74.92 feet; thence South 5°27'19"West, 66.56 feet; thence South 12°58'11" East, 37.66 feet; thence South 47°42'20" East, 3.71 feet to a point on the said Northerly right of way line of SW Ash Street; thence along the said Northerly line of that certain tract of land as described in Document No. 93-66064, South 43°00'20" West,297.19 feet to the point of beginning. B-1 4817-9319-2570.3 WFG National Title Insurance Company a Williston Financial Group company WFG NATIONAL TITLE INSURANCE COMPANY ESCROW HOLDBACK INSTRUCTIONS These Escrow Holdback Instructions ("Instructions") are executed by the undersigned buyer and seller (collectively, the"Parties") in connection with WFG escrow no. 19-304076 (the"Escrow"). Instructions: The Parties hereby instruct WFG National Title Insurance Company("WFG") as follows: 1. Appointment. The Parties hereby appoint WFG to serve as escrow holder for the purposes set forth herein. 2. Holdback; Holdback Fee. WFG shall hold back from the funds collected by WFG in the closing of the Escrow (the "Closing") the amount of $35,750.00 (the "Holdback"). The Holdback shall not earn interest and shall be administered by WFG as set forth in these Instructions. WFG's fee for the Holdback shall be $200.00 and shall be paid by Buyer at Closing. 3. Disbursement of Holdback. WFG shall disburse the Holdback upon WFG's receipt of written confirmation from the Parties that the following has occurred: The purpose of the Holdback is to reimburse Seller for the actual cost of an updated ALTA/NSPS Land Title Survey (the "Survey") for Seller's real property located at 9270 SE Maplewood Drive, Tigard, Oregon, in an amount up to, but not to exceed, the amount of the total Holdback. Seller shall have submitted all purchase orders, invoices, and related documents for obtaining the Survey to WFG on or before eighty (80) days after Closing. WFG shall have additionally received WFG's release form executed by the Parties and given notice to the Parties of its receipt of the foregoing items. Upon satisfaction of the foregoing, WFG shall disburse to Seller the actual cost of the Survey, up to, but not exceeding the total amount of the Holdback. Any funds remaining in Escrow after WFG's disbursement of the actual cost of the Survey shall be returned to Buyer, at which time Escrow shall be closed. Release form attached as Exhibit"A" In the event the forgoing conditions to disbursement have not been satisfied on or before the date that is ninety (90) days after Closing, as determined by WFG, WFG, in its sole and absolute discretion shall have the right to interplead and deliver the Holdback to an Oregon court in accordance with the interpleader statutes of the State of Oregon. All disbursements made under these Instructions shall be made by wire transfer if the recipient gives WFG such instructions, and otherwise by check and delivered to the specified recipient via U.S. Postal Service, regular mail. 4. Term. These Instructions shall terminate upon the earlier to occur of(i) the date on which the conditions to disbursement set forth in Section 3 hereof have been satisfied, as determined by WFG, or (ii) the date on which WFG interpleads and delivers the Holdback to an Oregon court in accordance with the interpleader statutes of the State of Oregon. Subject to Section 3 above, WFG shall have the right to so interplead the Holdback at any time. In connection therewith, WFG shall have the right to deduct from the Holdback the reasonable costs incurred by WFG in connection therewith. Upon the filing of the action in interpleader and the deposit of the Holdback into court, WFG shall be fully released and discharged from any obligations imposed upon it by these Instructions with respect to the amount so deposited with the court. 5. Indemnification of WFG. If these Instructions or any matter relating hereto shall become the subject of any litigation or controversy, the Parties shall jointly and severally indemnify, defend (with counsel satisfactory to WFG) and hold WFG free and harmless from any loss, claim, suit, or expense, including attorneys' fees, that may be suffered by it by reason thereof, other than as a result of WFG's breach of these Instructions, negligence or willful misconduct. Page 1 of 3 25 NW 23rd Place Suite 1 /Commercial Dept, Portland,OR 97210 (503)219-9088 6. Liability. WFG shall not be liable for the sufficiency or correctness as to form, manner, execution or validity of any instrument deposited with it, or as to the identity, authority or rights of any person executing such instrument. It is agreed that the duties of WFG are purely ministerial in nature, and that WFG's duties hereunder shall be limited to the safekeeping of the Holdback and documents received by it, and for their disposition in accordance with the terms of these Instructions. WFG may seek the advice of independent legal counsel in the event of any dispute or question as to the construction of any of the provisions of these Instructions or its duties hereunder, and it shall incur no liability and shall be fully protected in respect of any action taken or suffered by it, except for WFG's negligence or willful misconduct. 7. Notices. Notices under these Instructions shall be in writing and shall be effective when actually delivered or three (3) business days after depositing with the U.S. Postal Service, certified, return receipt requested, directed to the Parties at the addresses on file with WFG for the Parties or to WFG at 12909 SW 68th Parkway, Suite 350, Portland, OR 97223; Attn: Divisional Counsel. Any party may change its address for notices by written notice to the other parties. 8. Miscellaneous. These Instructions may not be assigned by the Parties without the prior written consent of WFG. These Instructions shall be construed under and governed by the laws of the State of Oregon and, in the event that any provision hereof shall be deemed illegal or unenforceable, such provision shall be severed from these Instructions and the remainder of these Instructions shall be enforced in accordance with the intent of the parties as expressed herein. These Instructions may not be amended or altered except by an instrument in writing executed by the Parties and WFG. These Instructions may be executed in two or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same Instructions. IT IS UNDERSTOOD BY THE PARTIES THAT THESE INSTRUCTIONS ARE THE COMPLETE INSTRUCTIONS BETWEEN WFG AS THE ESCROW AGENT AND YOU AS A PRINCIPAL TO THE ESCROW TRANSACTION. THESE INSTRUCTIONS MAY NOT INCLUDE ALL OF THE TERMS OF THE AGREEMENT WHICH IS THE SUBJECT OF THIS ESCROW. READ THESE INSTRUCTIONS CAREFULLY AND DO NOT SIGN THEM UNLESS THEY ARE ACCEPTABLE TO YOU. IN WITNESS WHEREOF,the Parties have executed these Instructions as of the dates set forth below. Seller: SEE ATTACHED SIGNATURE PAGES Buyer: Date: l 2q(z-02-29 Town Center Development Agency of the City of Tigard, an ORS 457 Urban Renewal Agency By: M0't'•� Gv Name: MG-0+a tiU,, Title: i�. i /2 ►.A ACCEPTED this •- of January to e By: evor Ch- - -, scrow :'cer Page 2 of 3 25 NW 23rd Place Suite 1 !Commercial Dept,Portland,OR 97210 (503)219-9088 Seller Signature Page for Escrow Holdback Instructions 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 General Partner By: /WtG� By. z Cl �t t 3.6'>n.A rtti Charles Johraanaging Partner Darius Irani, Managing Partner Date: / nS- Date: pt-A-i-. l 5 1920) .yy� G By: / i ! By: �! 4 / Mary M. Managing Partner K:.,w Pudumjee, Managing Pa her Date: 1- '5" :Z"0 Date: I -- Seller Signature Page 25 NW 23rd Place Suite 1 /Commercial Dept, Portland,OR 97210 (503)219-9088 Seller Signature Page for Escrow Holdback Instructions Highlands Associates, Ltd., a California limited partnership By: e -eA -'v- ►" By:IS(-4(..1-4...4_4. Charles D. John eneral Partner Darius K. Irani, 5eneral Partner Date: I — 1 `J ' 20 2.0 Date: I I 'J -20 zD Seller Signature Page 25 NW 23rd Place Suite 1 /Commercial Dept,Portland,OR 97210 (503)219-9088 Seller Signature Page for Escrow Holdback Instructions The Irani Trust By: G1.•L-{,C� dolt, Darius Irani, Trustee of The Irani Trust under Declaration of Trust dated July 19, 1990, as amended Date: _ -202 Seller Signature Page 25 NW 23rd Place Suite 1 /Commercial Dept,Portland,OR 97210 (503)219-9088 Seller Signature Page for Escrow Holdback Instructions John Family Trust By: By: l 7i/.t L+2t�C ' (21,1",j 0r-12.y�, Charles Dean John, Trus e of the John Marjorie An John, Trustee of John Family Trust under Decl ation of Trust Family Tr �{under Declaration of ust dated December 31, 1989,as amended dated December 31, 1989, as amended Date: /-r� ' � Date: I- 1 - Zc Seller Signature Page 25 NW 23rd Place Suite 1 /Commercial Dept, Portland,OR 97210 (503)219-9088 Seller Signature Page for Escrow Holdback Instructions The Hauser Family Living Trust By: ( ,yr) � i, 'P Barbara Van 6uren Hauser,Trustee of the Hauser Family Living Trust, dated January 10,2007, as amended Date: 1 (i 7M Seller Signature Page 25 NW 23rd Place Suite 1/Commercial Dept,Portland,OR 97210 (503)219-9088 Seller Signature Page for Escrow Holdback Instructions C. Leroy Doty and Janette Ful-ton Doty Living Trust By: Com .tea i> 42_," oGia Jane a Fulton Doty,Trustee of the Leroy Doty and Janette Fulton Doty Living Trust under Declaration of Trust dated July 27, 1995 Date: a f/42-2) Seller Signature Page 25 NW 23rd Place Suite 1 /Commercial Dept, Portland,OR 97210 (503)219-9088 WF''G National Title Insurance Company a Williston Financial Group company EXHIBIT"A' ESCROW INSTRUCTIONS RELEASE OF FUNDS HELD To: WFG National Title Insurance Company, ("Escrow Agent"or"WFG") Re: 19-304076 The undersigned herein authorize and instruct Escrow Agent to release any and all funds on hold in the above referenced escrow("Escrow") as follows: $ to Seller for the actual cost of the Survey; and any funds remaining in Escrow after WFG's release of the funds to Seller shall be returned to Buyer. In accordance with the original instructions to Escrow Agent executed on January _, 2020 ("Original Instructions"), if there are any service charges accruing to WFG, WFG is authorized and instructed to deduct such service charges from the funds held prior to disbursement of such funds in accordance with these instructions. The undersigned understands and agrees that all the terms and provisions of the Original Instructions have been met and complied with to the full satisfaction of the undersigned. Upon final disbursement of funds held by WFG pursuant to these instructions, this Escrow shall be closed and terminated by WFG, with no further liability or responsibility whatsoever to WFG. IT IS UNDERSTOOD BY THE PARTIES SIGNING THESE INSTRUCTIONS THAT THEY ARE THE COMPLETE INSTRUCTIONS BETWEEN THIS FIRM AS THE ESCROW AGENT AND YOU AS A PRINCIPAL TO THE ESCROW TRANSACTION. THESE INSTRUCTIONS MAY NOT INCLUDE ALL OF THE TERMS OF THE AGREEMENT WHICH IS THE SUBJECT OF THIS ESCROW. READ THESE INSTRUCTIONS CAREFULLY AND DO NOT SIGN THEM UNLESS THEY ARE ACCEPTABLE TO YOU. Seller: SEE ATTACHED SIGNATURE PAGES Buyer: Date: Town Center Development Agency of the City of Tigard, an ORS 457 Urban Renewal Agency By: Name: Title: By: Trevor Cheyne, Escrow Officer Page 3 of 3 25 NW 23rd Place Suite 1 /Commercial Dept, Portland, OR 97210 (503)219-9088 QUALIFIED SUBSTITUTE STATEMENT Foreign Investment in Real Property Tax Act Escrow No.: 19-304076 Buyer: Town Center Development Agency of the City of Tigard Seller: Highlands Associates Ltd. and Casa La Veta Associates LP and Charles Dean John and Marjorie Ann John, as Trustee of the John Family Trust and Darius Irani, as Trustee of the Irani Trust and Janette Fulton Doty,Trustee of the C. Leroy Doty and Janette Fulton Doty Living Trust and Barbara Van Buren Hauser, Trustee of the Hauser Family Living Trust Property Address: 9270 SW Maplewood Drive, Tigard, OR 97223 NOTE FOR INFORMATIONAL PURPOSES ONLY: The Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"), Internal Revenue Code ("I.R.C.") Section 1445(b)(9), authorizes the United States to tax foreign persons on dispositions of U.S. real property interests, Under FIRPTA, a person buying a U.S. real property interest (transferee or "Buyer") from a foreign person (transferor or "Seller") is generally required to withhold and remit to the IRS a percentage of the sale price. If Seller is a foreign person and Buyer fails to so withhold and remit to the IRS, Buyer may be held personally liable for the tax. The IRS allows an exception from FIRPTA withholding if Seller furnishes Buyer with a written Certification of Non- Foreign Status ("CNFS") stating, under penalties of perjury, that the Seller is not a foreign person and containing the Seller's name, U.S. taxpayer identification number, and home address, or office address, in the case of an entity. The CNFS may be provided directly to Buyer but, because the certificate must include the Seller's taxpayer identification number, the IRS authorizes the Seller to deliver Seller's CNFS to a "Qualified Substitute" instead of the Buyer. A Qualified Substitute is defined under the I.R.C. as the person responsible for closing the transaction, and includes any attorney, title company or escrow company. The Qualified Substitute then furnishes a statement to the Buyer("QS Statement")stating, under penalty of perjury, that the Qualified Substitute is in possession of Seller's CNFS. According to the IRS, the Buyer is entitled to rely on the Seller's CNFS or the QS Statement unless the Buyer has actual knowledge or receives a notice from an agent or a substitute that the CNFS or QS Statement is false. Seller hereby appoints WFG National Title Insurance Company ("WFG") to act as a Qualified Substitute under FIRPTA. WFG, acting as Qualified Substitute, certifies the following under penalty of perjury: 1. WFG is the settlement services provider in this transaction. By signing this QS Statement WFG accepts the role of Qualified Substitute for receiving and holding Seller's CNFS. Accepting the limited role of Qualified Substitute does not make WFG Seller's agent or the Withholding Agent under FIRPTA, and WFG has not accepted the role of Withholding Agent. 2. Each Seller has deposited with WFG a signed and completed CNFS stating, under penalty of perjury, that Seller is not a foreign person and containing Seller's name, U.S. taxpayer identification number, and home address (or office address, in the case of an entity.) 3. WFG is not making any certification or giving any assurances as to the accuracy or correctness of the information submitted by Seller; only that Seller's CNFS has been given to WFG. 4. WFG has not been advised and has no actual knowledge (without investigation)that Seller's CNFS is false. 5. Seller's CNFS will be retained by WFG until the end of the sixth year following the taxable year in which the transfer takes place. Buyer and Seller understand that the IRS may require that Seller's CNFS be made available to the IRS. Buyer and Seller should consult independent tax advisors or attorneys of their choosing if they have any questions or concerns about this QS Statement, Seller's CNFS, or their rights, duties, risks and options regarding FIRPTA compliance. Buyer and Seller hereby acknowledge that WFG cannot give us and have not given us any advice regarding FIRTPA or any related matters. Seller's appointment of WFG as Qualified Substitute shall be effective on the date on which WFG signs this QS Statement. This QS Statement may be executed in two or more counterparts, each of which shall constitute an original and all of which together shall constitute one and the same QS Statement. Page 1 of 3 Seller: 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 Gener I Partner By: By: ct. .f.(.t•L►f..,,)c-42t.Lt..V Charles John anaging Partner Darius Irani, IVianagi_ng Partner Date: / gi-C) Date: 1 !V'" 2-7) BY:M� By: aA A4 1418 Mary M. Managing Partner K b u Pudumjee, Managing P n�er -9 2� �Y Date: � / � D Date: (-(fo Highlands Associates, Ltd., a California limited partnership By: „4-'”` By: Za.A-4A-(A-tLo4.4"-t-� Charles D. John eneral Partner Darius K. Irani, General Partner Date: /- Date: I- IL-2.DZo The Irani Trust By: R- -t' ,Aa' -' Darius Irani, Trustee of The Irani Trust under Declaration of Trust dated July 19, 1990,as amended Date: 1-U9-W Z0 John Family Trust / �j /� ��+, (J s7 By: t - 1.L> Ot44.t By: J + //� '1��-ff L�.L��' � ,�`h - .u..� .� Charles Dean John, Tr ee of the John Marjorie 1 fin John, Trustee of,J hn Family Trust under De laration of Trust Family T ust under Declaration of Trust dated December 31, 1989,as amended dated Decempper 31, 1989, as amended Date: Date: \ 141"1,,0 C. Leroy Doty and Janette Fulton Doty Living Trust The Hauser Family Living Trust By: By: Janette Fulton Doty, Trustee of the C. Barbara Van Buren Hauser, Trustee of the Leroy Doty and Janette Fulton Doty Hauser Family Living Trust,dated Living Trust under Declaration of Trust January 10, 2007, as amended dated July 27, 1995 Date: Date: Page 2 of 3 Seller: 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 General Partner By By: Charles John, Managing Partner Darius Irani, Managing Partner Date: Date: By: By: Mary M, Derloshon, Managing Partner Kerbanu Pudumjee, Managing Partner Date: Date: Highlands Associates, Ltd., a California limited partnership By: By: Charles D.John,General Partner Darius K. Irani,General Partner Date: _ Date: The Irani Trust By: Darius Irani, Trustee of The Irani Trust under Declaration of Trust dated July 19, 1990,as amended Date: John Family Trust By' By. Charles Dean John,Trustee of the John Marjorie Ann John,Trustee of John Family Trust under Declaration of Trust Family Trust under Declaration of Trust dated December 31, 1989, as amended dated December 31, 1989, as amended Date: Date: C.Leroy Doty and Janette Fulton Doty Living Trust The Hauser Family Living Trust Jane to Fulton Doty,Trustee of the C. ' Barbara Van Buren Hauser,Trustee of the Leroy Doty and Janette Fulton Doty V Hauser Family Living Trust,dated Living Trust under Declaration of Trust January 10,2007, as amended dated July 2795 Date: Date; J � Page 2 of 3 Seller: 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 General Partner By: By: Charles John, Managing Partner Darius Irani, Managing Partner Date: Date: By: By: Mary M. Derloshon, Managing Partner Kerbanu Pudumjee, Managing Partner Date: Date: Highlands Associates, Ltd., a California limited partnership By: By: Charles D.John, General Partner Darius K. Irani, General Partner Date: Date: The Irani Trust By: Darius Irani,Trustee of The Irani Trust under Declaration of Trust dated July 19, 1990,as amended Date: John Family Trust By: By: Charles Dean John,Trustee of the John Marjorie Ann John,Trustee of John Family Trust under Declaration of Trust Family Trust under Declaration of Trust dated December 31, 1989, as amended dated December 31, 1989, as amended Date: Date: C. Leroy Doty and Janette Fulton Doty Living Trust The Hauser Family Living Trust By: By: 6174-:),\ '0;c,i,vAtzt-c ,44,-)i) Janette Fulton Doty,Trustee of the C. Barbara Van Buren Hauser,Trustee of the Leroy Doty and Janette Fulton Doty Hauser Family Living Trust,dated Living Trust under Declaration of Trust January 1 20 7, as amended dated July 27, 1995 Date: 171 l9 Date: Page 2 of 3 Buyer: Town Center Development Agency of the City of Tigard, an ORS 457 Urban Renewal Agency B . E „� Its: ."-Ati•.c.4.4 .il "r°• Date: WFG: WFG Natio - - Insura -: Company By: /...` Its: �� C✓t> (//j�j Date: `[ r—• THE ORIGINAL OF THIS OS STATEMENT SHOULD BE GIVEN TO BUYER. A COPY OF THIS QS STATEMENT SHOULD BE (I) RETAINED IN THE ELECTRONIC TRANSACTION FILE, AND(II) PROVIDED TO SELLER. Page 3 of 3 American Land Title Association ESTIMATED ALTA Settlement Statement- Buyer Adopted 05-01-2015 File No./Escrow No.: 19-304076 WFG National Title Insurance Print Date & Time: 1/29/2020 12:45:09 PM Company 25 NW 23rd Place Suite 1 Officer/Escrow Officer:Trevor Cheyne Portland, OR 97210 Property Address: 9270 SW MAPLEWOOD DRIVE TIGARD, OR 97223 (WASHINGTON) (2S102AC-00201, R1161986) Buyer: TOWN CENTER DEVELOPMENT AGENCY OF THE CITY OF TIGARD, AN ORS 457 URBAN RENEWAL AGENCY 13125 SW Hall Boulevard Tigard, OR 97223 Seller: HIGHLANDS ASSOCIATES LTD. CASA LA VETA ASSOCIATES LP CHARLES DEAN JOHN AND MARJORIE ANN JOHN, AS TRUSTEE OF THE JOHN FAMILY TRUST DARIUS IRANI, AS TRUSTEE OF THE IRANI TRUST JANETTE FULTON DOTY, TRUSTEE OF THE C. LEROY DOTY AND JANETTE FULTON DOTY LIVING TRUST BARBARA VAN BUREN HAUSER, TRUSTEE OF THE HAUSER FAMILY LIVING TRUST Settlement Date: 1/31/2020 Disbursement Date: 1/31/2020 Description Buyer Debit Credit Deposits,Credits,Debits Contract sales price $63,311.64 Landscape Mitigation Costs $25,000.00 Reimbursement for Seller's Attorney Fees $27,000.00 Prorations County taxes 1/31/2020 to 7/1/2020 @$104.62/Year $43.57 Title Charges Owner's coverage$63,311.64 Premium to WFG National Title Insurance Company $342.00 Settlement or closing fee to WFG National Title Insurance Company $750.00 Government Service Fee to WFG National Title Insurance Company $25.00 Courier Fee to WFG National Title Insurance Company $50.00 Government Recording and Transfer Charges Commercial Recording Fees(EST)to WFG National Title Insurance Company $350.00 Recording Fee-Memo of PSA to WFG National Title Insurance Company $169.00 Additional Settlement Charges Holdback for ALTA Survey Cost to WFG Holdback Account $35,750.00 Escrow Holdback Fee to WFG National Title Insurance Company $200.00 Reconveyance and Endorsement Fees for Partial Release to Chicago Title Company $341.00 Debit Credit 'Subtotals $153,332.21 $0.00 Due From Buyer $153,332.21 Totals $153,332.21 $153,332.21 Acknowledgement We/I have carefully reviewed the ALTA Settlement Statement and find it to be a true and accurate statement of all receipts and disbursements made on my account or by me in this transaction and further certify that I have received a copy of the ALTA Settlement Statement We/I authorize WFG National Title Insurance Company to cause the funds to be disbursed in accordance with this statement. BUYER(S) I Town Center Development Agency of the City of Tigard, an ORS 457 Urban Renewal Agency eY I 1 sErnE�Eftr c•••.. •• i felOr� File#19-304076 Page 2 of 2 Printed on 1/29/2020 at 12:45 PM WFG National Title Insurance Company a Williston Financial Group company RECEIPT FOR FUNDS WFG National Title Insurance Company 25 NW 23rd Place Suite 1 / Commercial Dept Portland, OR 97210 File No.: 19-304076 Property Address: 9270 SW Maplewood Drive, Tigard, OR 97223 Received Date: 1/30/2020 Received by: Ann Burton Payor: City of Tigard for Town Center Development Agency of the City of Tigard, Amount: $153,332.21 Funds to Close Sending Bank: CITY OF TIGARD 13125 SW HALL BLVD TIGARD,OR,97223 Broker/Lender Info: Borrower Info: ESCROW19-304076 TOWN CENTER DEVELOPMENT AGENCY Additional Info: TIMESTAMP:200130104452(Time Released) Unknown: 123000220 U.S. BANK, NATIONAL ASSOCIATION 321 SW 6TH AVE PORTLAND OR 97204 "inn 1 01ln1 C110 I Beneficiary: 4497250647 WFG NATIONAL TITLE INSURANCE COMPANY 25 NW 23RD PL STE 1-COMMERCIAL DEPT PORTLAND OR 97210 Payment Ref#: 200130084049 Receipt-Next Posting 25 NW 23rd Place Suite 1 /Commercial Dept WFG National Title Insurance Company Portland, OR 97210 a Williston Financial Group company Phone: (503)219-9088 Fax: (503)296-5869 January 31, 2020 Miller Nash Graham & Dunn Attn: Nathanial Levy 111 SW Fifth Ave. Suite 1400 Portland OR 97204 PRIDE DELIVERY TOWN CENTER Development Agency The City of Tigard 13125 SW Hall Blvd. Tigard OR 97223 PRIDE DELIVERY Escrow Number: 19-304076 Property Address: 9270 SW Maplewood Drive, Tigard, OR 97223 Congratulations on the closing of the above referenced escrow. Enclosed please find: • Refund Check of$27.00 To Town Center Development Agency, Check No. 13504 as shown on your final settlement statement. • Final Settlement Statement. (PLEASE RETAIN FOR TAX PURPOSES) • Signed Miller Nash Escrow Instructons • Original Recorded Deed to City of Tigard, Certified Copy to Miller Nash • Original Recorded Temporary Easement to Miller Nash, Certified Copy to City of Tigard • Holdback Agreement • Qualified Substitute Statement (Seller Certifications of Non-Foreign Status) • Signed and Approved Escrow Instructions and Documents, including. The Policy of Title Insurance will be sent to you in the near future. Thank you for the opportunity to be of service to you in this transaction. We look forward to working with you again. Sincerely, 7,reoevt eke Trevor Cheyne, Escrow Officer TeamTrevor@wfgnationaltitle.com (503)444-7047 MILLER er NASH GRAHAM .venue.S. S Bancorp 711 S.W.5.W.Fifth Avenue,Suite 34t}0 &DU N N"` Portland.Oregon 97204 ATTORNEYS AT LAW cr.icr503 224 5858 rax 503.224.0155 Nathaniel P.Levy nathaniel.levy@millernash.corn 503.205.2534 direct line January 29, 2020 VIA HAND DELIVERY WFG National Title Insurance Company Commercial Department 25 NW 23rd Place, Suite 1 Portland, OR 97210 Attention: Trevor Cheyne Subject: Escrow Instructions for Your File 19-304076 Ladies and Gentlemen: This letter is written on behalf of our client the Town Center Development Agency of the City of Tigard ("Buyer"). These escrow instructions are given in connection with the closing (the "Closing") of the transactions contemplated by the Purchase and Sale Agreement with an effective date of June 5, 2019 (the "Agreement"), regarding the purchase of a portion of certain real property located at 9270 SW Maplewood Drive, in Washington County, Oregon more fully described on Exhibit B thereto (the"Property"), from the parties defined in the PSA as Seller ("Seller"). The Closing is scheduled to occur on January 31, 2020. Unless otherwise defined herein, capitalized terms used in this letter shall have the meaning given in the Agreement. This letter constitutes the escrow instructions of Buyer to you, as escrow officer, in connection with the Closing. These instructions may be revised by the undersigned, either orally or in writing. Conditions of Closing You are authorized and directed to close the transaction described above, release any funds and release all documents, agreements or instruments you are holding on behalf of Buyer, if and only if the following conditions have been fully satisfied: Portland, OR Seattle, WA Vancouver, WA Long Beach, CA 4836-8523-7171.2 MILLERNASH.COM MILLER NASH GRAHAM &DUNN--P ATTORNEYS AT LAW WFG National Title Insurance Company January 29, 2020 Page 2 1. Buyer's Title Policy. WFG is committed to issue to Buyer within io days of closing a 2006 form ALTA standard owner's policy of title insurance dated as of the time of recording of the Deed with liability in the amount of$63,311.64. The policy of title insurance must show Buyer as the insured and title to the Property must be vested in fee in Buyer, with only the exceptions being the exceptions listed on the Pro Forma title policy prepared by WFG and dated January 17, 2020. 2. Sign and Return These Instructions. You have signed a copy of these escrow instructions indicating your agreement to comply with these instructions and have sent a copy to this office by mail or facsimile. 3. Review of Draft Closing Documents by Miller Nash Graham & Dunn. You have sent to this office copies of any documents to be executed in the transaction if such document was not prepared or submitted by this office, including without limitation, Buyer's settlement statement. 4. Approval of Settlement Statement. You have provided a copy of an estimated Buyer's settlement statement dated January 29, 2020, to this office and to Buyer and Buyer has approved such estimated settlement statement in writing. 5. Prior Written Approval of Miller Nash Graham & Dunn. This office has sent to you our written approval to close the transaction. 6. Completion of Documents. Any document that is to be executed as part of this transaction has been: (a) Fully executed; (b) When appropriate, notarized; (c) All blanks have been completed; including, without limitation, date blanks; and (d) All exhibits have been attached. Portland, OR Seattle, WA Vancouver, WA Long Beach, CA 4836-8523-7171.2 MILLERNASH.COM MILLER NASH GRAHAM &DUNN--P ATTORNEYS AT LAW WFG National Title Insurance Company January 29, 2020 Page 3 7. Documents Received. You have received executed original signatures of the following documents, delivered as indicated below, with a copy of all documents sent to this office: Document Disposition of Originals and Instructions re Completion (a) The dedication deed Record original from Seller to Buyer (the "Deed"), and accepted by Buyer; Buyer's original signature page for which is enclosed (b) The Temporary Record original Construction Easement, executed by Buyer and Seller; Buyer's original signature page is enclosed (c) WFG's Escrow Holdback Countersign and deliver copy Instructions; a copy of to Buyer together with copy Buyer's signature page signed by Seller for which is enclosed (d) Qualified Substitute Countersign and deliver copy Statement for to Buyer together with copy Certification of signed by Seller Nonforeign Status; a copy of Buyer's signature page for which will be provided before closing. 8. Funds. On or before January 31, 2020, it is anticipated that Buyer will wire to your account, pursuant to wire instructions that you will provide to Buyer, funds in the amount stated in the approved Buyer's settlement Portland, OR Seattle, WA Vancouver, WA Long Beach, CA 4836-8523-7171.2 MILLER NASH.COM MILLER NASH GRAHAM &DUNNLLP ATTORNEYS AT LAW WFG National Title Insurance Company January 29, 2020 Page 4 statement, representing (a)the Purchase Price of$63,311.64; (b)the Landscape Mitigation Costs of$25,000; (c) reimbursement of Seller's Attorney Fees of$27,000; (d)the ALTA Survey Costs of$35,750 pursuant and subject to WFG's Escrow Holdback Agreement; and (e) Buyer's title and escrow fees and costs. You are to hold these funds in escrow under the terms and provisions hereinafter set forth. You are authorized to disburse the funds, less the ALTA Survey Costs held pursuant to the Escrow Holdback Instructions, and less any amounts payable by Seller as described herein,the PSA, or pursuant to Seller's settlement statement, as directed by Seller and at such time as all of conditions 1 through 9 have been specifically met. 9. Order of Recording. You are prepared to record each of the following documents in the following precise order: (i) the Deed; and (ii) the Temporary Construction Easement. Actions to be Taken at Closing When all conditions to closing set forth in this letter have been satisfied in full and you are ready to close,you agree to take the following actions: (a) Record the documents as provided in paragraph 9 above. (b) Make the payments and disbursements shown on Buyer's settlement statement to the extent such payments and disbursements have been approved in writing by Buyer. (c) Provide Buyer and this office each with copies or originals of all fully- executed documents relating to the transaction, including closing statements and escrow instructions. Originals of documents referred to in condition paragraph 7 above must be delivered as so indicated. Copies of any recorded documents provided to this office or Buyer MUST include all recording data. (d) Deliver to this office within 10 days of closing the original owner's policy of title insurance as more fully described in paragraph 1. Portland, OR Seattle, WA Vancouver,WA Long Beach, CA 4836-8523-7171.2 MILLER NASH.COM MILLER NASH GRAHAM &DUNNLLP ATTORNEYS AT LAW WFG National Title Insurance Company January 29, 2020 Page 5 Other Matters We reserve the right to amend or modify these instructions or withdraw all documents previously submitted at any time prior to closing. If you are unable to effect the Closing in accordance with these instructions (as they may be modified or extended) by January 31, 2020, you shall notify me and await further instructions but you shall not close this transaction except pursuant to such further instructions. Please sign and return a copy of these escrow instructions to me prior to closing (a copy is acceptable). Your signature will mean that WFG National Title Insurance Company will comply with these escrow instructions in full, even if these escrow instructions are inconsistent with escrow instructions provided to you by Buyer or any other party to this transaction. Very t 1 ou Nathaniel P. Levy The instructions set forth above are g accepted and agreed to: P WFG NATIONAL TITLE INSURANCE COMPANY By: �. m . e: Its: Enclosures cc: Sean Farrelly(via e-mail only) Chip Hudson (via e-mail only) Portland, OR Seattle, WA Vancouver, WA Long Beach, CA 4836-8523-7171.2 MILLERNASH.COM American Land Title Association Certified e and Correct Copy FINAL ALTA Settlement Statement- Buyer Adopted 05-01-2015 WFG National Title Insurance Company File No./Escrow No.: 19-304076 WFG National Title Insurance Print Date &Time: 1/31/2020 10:31:23 AM Company 25 NW 23rd Place Suite 1 Officer/Escrow Officer:Trevor Cheyne Portland, OR 97210 Property Address: 9270 SW MAPLEWOOD DRIVE TIGARD, OR 97223 (WASHINGTON) (2S102AC-00201, R1161986) Buyer: TOWN CENTER DEVELOPMENT AGENCY OF THE CITY OF TIGARD, AN ORS 457 URBAN RENEWAL AGENCY 13125 SW Hall Boulevard Tigard, OR 97223 Settlement Date: 1/31/2020 Disbursement Date: 1/31/2020 ,.., � ,,/ce ,�ZiL, ,. , Description Buyer Debit Credit Deposits,Credits,Debits Contract sales price $63,311.64 Landscape Mitigation Costs $25,000.00 Reimbursement for Seller's Attorney Fees $27,000.00 Funds to Close from Town Center Development Agency of the City of Tigard, $153,332.21 an ORS 457 Urban Renewal Prorations County taxes 1/31/2020 to 7/1/2020 @$104.62/Year $43.57 Title Charges Owner's coverage$63,311.64 Premium to WFG National Title Insurance Company $342.00 I Settlement or closing fee to WFG National Title Insurance Company $750.00 Government Service Fee to WFG National Title Insurance Company $25.00 Courier Fee to WFG National Title Insurance Company $50.00 Government Recording and Transfer Charges Commercial Recording Fees to WFG National Title Insurance Company $323.00 Recording Fee-Memo of PSA to WFG National Title Insurance Company $169.00 Additional Settlement Charges Holdback for ALTA Survey Cost to WFG Holdback Account $35,750.00 Escrow Holdback Fee to WFG National Title Insurance Company $200.00 Reconveyance and Endorsement Fees for Partial Release to Chicago Title Company $341.00 Buyer Refund of Unused Recoding Fees to Town Center Development Agency of the City of Tigard, $27.00 an ORS 457 Urban Renewal Debit Credit Subtotals $153,332.21 $153,332.21 Due From Buyer $0.00 Totals $153,332.21 $153,332.21 MILLERu.s. Bancorp Tower NAS H GRAHAM 111 S.W. Fifth Avenue, Suite 3400 DU N N` P Portland,Oregon 97274.. ATTORNEYS AT LAW 3;;;573.224.5858 FA,503.224.0155 Nathaniel P.Levy nathaniel.levy@millernash.com 503.205.2534 direct line February 5, 2020 BY CERTIFIED MAIL RETURN RECEIPT REQUESTED Mr. Sean Farrelly Redevelopment Project Manager City of Tigard/Town Center Development Agency 13125 S.W. Hall Boulevard Tigard, Oregon 97223 Subject: Closing of Sale for Property Located at 9270 S.W. Maplewood Drive, Tigard, Oregon Dear Sean: We enclose the following documents we received from WFG National Title Insurance Company("WFG") with respect to the subject closing: 1. Original escrow instructions that have been accepted and agreed to by WFG; 2. Certified copy of recorded Dedication Deed for Road or Street Purposes; 3. Original recorded Temporary Construction Easement; 4. Copy of Escrow Holdback Instructions; 5. Copy of Qualified Substitute Statement (Foreign Investment in Real Property Tax Act); 6. Original Estimated ALTA Settlement Statement- Buyer; 7. Original Receipt for Funds; and 8. Original Purchase and Sale Agreement. Portland, OR Seattle, WA Vancouver,WA Long Beach, CA 175130-0002/4839-6644-8051.1 MILLERNASH.COM MILLER NASH GRAHAM &DUNNLLP ATTORNEYS AT LAW Mr. Sean Farrelly February 5, 2020 Page 2 You should retain the original documents and copies of all other documents for your records. Please don't hesitate to contact me with questions. Ve tr ;I y ours, ' r /i / ITI 9 Nathaniel P. Le Portland, OR Seattle, WA Vancouver, WA Long Beach, CA 175130-0002/4839-6644-8051.1 MILLERNASH.COM MILLER u,s, Bancorp Tower N AS HGRAHAM l 11 S.W.Fifth Avenue,Suite 3400 &D U N N LLP Portland,Oregon 97204. ATTORNEYS AT LAW Of qc 503,224,5858 FAx 503.224.0155 Nathaniel P.Levy nathaniel.levy@millernash.com 503.205.2534 direct line January 29, 2020 VIA HAND DELIVERY WFG National Title Insurance Company Commercial Department 25 NW 23rd Place, Suite 1 Portland, OR 97210 Attention: Trevor Cheyne Subject: Escrow Instructions for Your File 19-304076 Ladies and Gentlemen: This letter is written on behalf of our client the Town Center Development Agency of the City of Tigard ("Buyer"). These escrow instructions are given in connection with the closing (the "Closing") of the transactions contemplated by the Purchase and Sale Agreement with an effective date of June 5, 2019 (the "Agreement"), regarding the purchase of a portion of certain real property located at 9270 SW Maplewood Drive, in Washington County, Oregon more fully described on Exhibit B thereto (the "Property"), from the parties defined in the PSA as Seller ("Seller"). The Closing is scheduled to occur on January 31, 2020. Unless otherwise defined herein, capitalized terms used in this letter shall have the meaning given in the Agreement. This letter constitutes the escrow instructions of Buyer to you, as escrow officer, in connection with the Closing. These instructions may be revised by the undersigned, either orally or in writing. Conditions of Closing You are authorized and directed to close the transaction described above, release any funds and release all documents, agreements or instruments you are holding on behalf of Buyer, if and only if the following conditions have been fully satisfied: Portland, OR Seattle,WA Vancouver,WA Long Beach, CA 4836-8523-7171.2 MILLER NASH.COM • MILLER NASH GRAHAM &DUNNLLP ATTORNEYS AT LAW WFG National Title Insurance Company January 29, 2020 Page 2 1. Buyer's Title Policy. WFG is committed to issue to Buyer within 10 days of closing a 2006 form ALTA standard owner's policy of title insurance dated as of the time of recording of the Deed with liability in the amount of$63,311.64. The policy of title insurance must show Buyer as the insured and title to the Property must be vested in fee in Buyer, with only the exceptions being the exceptions listed on the Pro Forma title policy prepared by WFG and dated January 17, 2020. 2. Sign and Return These Instructions. You have signed a copy of these escrow instructions indicating your agreement to comply with these instructions and have sent a copy to this office by mail or facsimile. 3. Review of Draft Closing Documents by Miller Nash Graham & Dunn. You have sent to this office copies of any documents to be executed in the transaction if such document was not prepared or submitted by this office, including without limitation, Buyer's settlement statement. 4. Approval of Settlement Statement. You have provided a copy of an estimated Buyer's settlement statement dated January 29, 2020, to this office and to Buyer and Buyer has approved such estimated settlement statement in writing. 5. Prior Written Approval of Miller Nash Graham&Dunn. This office has sent to you our written approval to close the transaction. 6. Completion of Documents. Any document that is to be executed as part of this transaction has been: (a) Fully executed; (b) When appropriate, notarized; (c) All blanks have been completed; including, without limitation, date blanks; and (d) All exhibits have been attached. Portland, OR Seattle,WA Vancouver, WA Long Beach, CA 4836-8523-7171.2 MILLER NASH.COM MILLER NASH GRAHAM &DUNNLLP ATTORNEYS AT LAW WFG National Title Insurance Company January 29, 2020 Page 3 7. Documents Received. You have received executed original signatures of the following documents, delivered as indicated below, with a copy of all documents sent to this office: Document Disposition of Originals and Instructions re Completion (a) The dedication deed Record original from Seller to Buyer (the "Deed"), and accepted by Buyer; Buyer's original signature page for which is enclosed (b) The Temporary Record original Construction Easement, executed by Buyer and Seller; Buyer's original signature page is enclosed (c) WFG's Escrow Holdback Countersign and deliver copy Instructions; a copy of to Buyer together with copy Buyer's signature page signed by Seller for which is enclosed (d) Qualified Substitute Countersign and deliver copy Statement for to Buyer together with copy Certification of signed by Seller Nonforeign Status; a copy of Buyer's signature page for which will be provided before closing. 8. Funds. On or before January 31, 2020, it is anticipated that Buyer will wire to your account, pursuant to wire instructions that you will provide to Buyer, funds in the amount stated in the approved Buyer's settlement Portland, OR Seattle,WA Vancouver, WA Long Beach, CA 4836-8523-7171.2 MILLER NASH.COM MILLER NASH GRAHAM &DUNNLLP ATTORNEYS AT LAW WFG National Title Insurance Company January 29, 2020 Page 4 statement, representing (a) the Purchase Price of$63,311.64; (b) the Landscape Mitigation Costs of$25,000; (c) reimbursement of Seller's Attorney Fees of$27,000; (d) the ALTA Survey Costs of$35,750 pursuant and subject to WFG's Escrow Holdback Agreement; and(e) Buyer's title and escrow fees and costs. You are to hold these funds in escrow under the terms and provisions hereinafter set forth. You are authorized to disburse the funds,less the ALTA Survey Costs held pursuant to the Escrow Holdback Instructions, and less any amounts payable by Seller as described herein, the PSA, or pursuant to Seller's settlement statement, as directed by Seller and at such time as all of conditions 1 through 9 have been specifically met. 9. Order of Recording. You are prepared to record each of the following documents in the following precise order: (i) the Deed; and (ii) the Temporary Construction Easement. Actions to be Taken at Closing When all conditions to closing set forth in this letter have been satisfied in full and you are ready to close,you agree to take the following actions: (a) Record the documents as provided in paragraph 9 above. (b) Make the payments and disbursements shown on Buyer's settlement statement to the extent such payments and disbursements have been approved in writing by Buyer. (c) Provide Buyer and this office each with copies or originals of all fully- executed documents relating to the transaction, including closing statements and escrow instructions. Originals of documents referred to in condition paragraph 7 above must be delivered as so indicated. Copies of any recorded documents provided to this office or Buyer MUST include all recording data. (d) Deliver to this office within 10 days of closing the original owner's policy of title insurance as more fully described in paragraph 1. Portland, OR Seattle, WA Vancouver,WA Long Beach, CA 4836-8523-7171.2 MILLERNASH.COM MILLER NASH GRAHAM &DUNNLLP ATTORNEYS AT LAW WFG National Title Insurance Company January 29, 2020 Page 5 Other Matters We reserve the right to amend or modify these instructions or withdraw all documents previously submitted at any time prior to closing. If you are unable to effect the Closing in accordance with these instructions (as they may be modified or extended)by January 31, 2020,you shall notify me and await further instructions but you shall not close this transaction except pursuant to such further instructions. Please sign and return a copy of these escrow instructions to me prior to closing (a copy is acceptable). Your signature will mean that WFG National Title Insurance Company will comply with these escrow instructions in full, even if these escrow instructions are inconsistent with escrow instructions provided to you by Buyer or any other party to this transaction. Very t 1 ou / / i -YV Nathaniel P. Levy The instructions set forth above are g accepted and agreed to: P WFG NATIONAL TITLE INSURANCE COMPANY By: me: Its: ' Enclosures cc: Sean Farrelly(via e-mail only) Chip Hudson (via e-mail only) Portland, OR Seattle, WA Vancouver,WA Long Beach, CA 4836-8523-7171.2 MILLER NAS H.COM