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HomeMy WebLinkAboutAgenda Item - 2021-12-07 - Number 14.1 - LORA Resolution 21-10, North Anchor DDA 14.1 E 4 REDEVELOPMENT AGENCY REPORT (0.4 r o EG0\- Subject: North Anchor Project— Disposition and Development Agreement LORA Resolution 21-10 Meeting Date: December 7, 2021 Staff Member: Martha Bennett, Executive Director Sidaro Sin, Redevelopment Manager Evan Boone, Assistant LORA Counsel Department: Redevelopment Agency Action Required Advisory Board/Commission Recommendation ❑ Motion ❑ Approval ❑X Public Hearing ❑ Denial ❑ Ordinance ❑ None Forwarded ❑X Resolution ❑X Not Applicable ❑ Information Only Comments: ❑ Council Direction ❑ Consent Agenda Staff Recommendation: Approve the Disposition and Development Agreement with Urban Development Partners— NW, an Oregon Limited Partnership. Recommended Language for Motion: Approve LORA Resolution 21-10, authorizing the Executive Director to sign a Disposition and Development Agreement with Urban Development Partners— NW, an Oregon Limited Partnership for the sale and redevelopment of the North Anchor properties. Project/ Issue Relates To: ❑X Council Goals/Priorities ❑Adopted Master Plan(s) ❑Not Applicable ISSUE BEFORE THE BOARD Should the Board approve the Disposition and Development Agreement (DDA)for the sale and redevelopment of the North Anchor properties with Urban Development Partners? 503.635.0215 380 A Avenue PO BOX 369 Lake Oswego, OR 97034 www.ci.osweao.or.us Page 2 EXECUTIVE SUMMARY The goal of the North Anchor Project is to .- t• , j I - t... ;+ �.{ " 'NORTH ANCHOR have a boutique hotel that anchors a mixed- ,,� use development, with ground floor retail ,gam �, }- r� and upper stories of high-density residential, kri r that contributes to a pedestrian-friendly �, '-�+ d,,. compact shopping district and that tit ` • Ny_ ",~ 1 'a >; p pp g �rir ,;���. lif complements the "South Anchors" of _ ^ gift - Lakeview Village,the Windward and r- _� Millennium Plaza Park. This ro ect _ p j SO TH 3 r r implements two key projects in the East End • ' `v r '10A1J = f0*�' f ' ` , Redevelopment Plan, the First Street North Anchor Project (Project H) and the high- • . • ; ' quality boutique hotel (Project G). ?AY In February 2020, Urban Development+ jr °� ' Partners (UDP) was awarded the project 'r North Anchor and South Anchor Relationship through a competitive Request for Proposal (RFP) process. Since then, UDP has been working diligently with city staff and the community to create a project that meets the vision of a vibrant pedestrian-friendly mixed-use development, creates economic vitality and that exceeds the expectations of the community. UDP is proposing to develop a 77-room boutique hotel and associated restaurant (with 76 parking spaces) and 66 apartments with 5,700 square feet of ground floor retail (with 90 parking spaces). The DDA establishes the legal obligations of UDP and LORA as they pertain to the project. The proposed DDA balances the needs of the developer with the need for LORA to minimize risk and implement the goal that results in long-term community benefits. The DDA would result in selling the North Anchor properties to UDP for an appraised market value of$4,984,000, and LORA would contribute up to $2,000,000 in "gap funding" toward systems development charges, permit fees, and construction costs. LORA would net $2,984,000 from the sale of the properties. Additional benefits to the community include: redevelopment of blighted and under-utilized properties in the downtown core; major streetscape improvements that enhance pedestrian connectivity; additional housing options; increased tax revenue to the City and other taxing jurisdictions upon closing of this urban renewal district; direct and indirect jobs created; and economic benefits related to the commercial development, new housing and boutique hotel for other downtown businesses. BACKGROUND It has been a LORA Board goal to redevelop the North Anchor properties since it was first included in the 2004 update of East End Redevelopment Plan. Planning in earnest for redevelopment of the site began in 2010 when the site was first envisioned to be a mixed-use project anchored with a public library. Years later that vision evolved into a mixed-use project anchored by a boutique hotel. The 1.07 acre site is on the north end of downtown, north of B Avenue and west of State Street. It is well positioned to contribute to the downtown's village character, pedestrian-friendly shopping and economic vitality of the area. 503.635.0215 380 A Avenue PO BOX 369 Lake Oswego, OR 97034 www.ci.osweao.or.us Page 3 Redevelopment of the downtown is guided by the vision in the East End Redevelopment Plan (Plan). In part, the vision states: "The redevelopment of the East End commercial area of Lake Oswego should meet the needs and desires of the entire city. Redevelopment should create pride in the area, enhance shopping services, utilize the unique physical characteristics of the area, and improve the tax base of the entire city. Redevelopment should result in a feeling of vitality so that the area becomes an exciting place that attracts the public during both the day and the evening. The area should be made colorful by utilizing landscaping and trees. People will be drawn to the area by a combination of uses, including office, residential and retail, which take advantage of the amenities of the area. Transporting people to and from the area, creating pleasant pedestrian facilities,providing adequate parking, and creating activities that will attract the public are necessary components to redevelopment." This Project is a key component of the downtown vision.The First Street North Anchor project is identified as Project "H" in the Plan and is intended to "anchor" the north end of the First Street compact shopping district with active uses, including a library-based project with public parking that would serve as both a civic anchor and economic catalyst for the downtown. It would also serve to complement the other successful redevelopment projects on the south end of First Street, e.g., Lake View Village, the Windward and Millennium Plaza Park.The Hotel project is identified as Project "T" in the Plan and envisions a high-quality boutique style hotel that provides lake, river or mountain views and is located close to restaurants, retail and transit. In 2011 an analysis was done to determine the feasibility of a library-based First Street North Anchor project. Based on the positive findings of this analysis, LORA began to assemble the development site and a library bond measure was placed on the November 2012 ballot. The bond measure did not pass and the Board directed staff to issue an RFP for a mixed-use project without the library component. One proposal was received and eventually was withdrawn. In Fall 2019, the Board directed staff to prepare a new RFP for the North Anchor project that included a boutique hotel. In November 2019, the RFP was released and included the following objectives: • Vibrancy. LORA sought a mix of retail and commercial uses, including dining, drinking, shopping and personal services to strengthen the downtown shopping and dining experience, and to help create an active pedestrian zone from Millennium Plaza Park to the intersection of First Street and B Avenue. • Mix of Uses. LORA was very clear that a boutique hotel is a key and required element for the project, and noted that other uses such as housing and commercial office would be considered. • Design Excellence. LORA sought a project that demonstrated environmental sustainability, high quality materials and an "anchor" presence at the north end of the First Street retail corridor. • Community Support. LORA sought a project that would have broad support by the community and key stakeholder groups. • Return on Investment. LORA sought transaction terms that would provide a reasonable return on the Agency's investment. 503.635.0215 380 A Avenue PO BOX 369 Lake Oswego, OR 97034 www.ci.osweao.or.us Page 4 In March 2020, LORA received four proposals and assembled a five-person evaluation committee, which included two members of the Lake Oswego community. The committee unanimously determined that the proposal from UDP was the most responsive to LORA's goals and objectives for the property. UDP also brought extensive experience developing mixed-use projects and hotels, working with government and community members, and had the financial capability to execute the project. The committee recommended to the Board that UDP be selected as the developer for the project and subsequently entered into a Memorandum of Understandings with UDP that would outline project responsibilities and timing, and to negotiate terms of a DDA. DISCUSSION In May 2021, the Board approved a project term sheet that ' served as the basis of the DDA (Attachment 1). Below is a is ;xf discussion of the major elements of the DDA. UDP c % I c. anticipates investing approximately $75,000,000 in total F:. PARCEL A - project costs to development the North Anchor project. To "c't�+ . P���Ls 14 �.k PARCEL C f .�A' � date, approximately$2,300,000 has been invested. 4,Thry hut,- f 'if.--AI a:7*i ir • Proposed Development MI-4H4 4 There are two components to the development, the boutique hotel (Parcel A) and the mixed-use commercial/ residential (Parcels B and C). The DDA allows for a boutique North Anchor Development Site hotel with 70-80 rooms and not less than 60 parking spaces. It also allows for 60-70 apartment units, 5,500—6,500 square feet (sf) of retail space and 75-95 associated parking spaces. Parcel A is proposed to include a 77-room hotel with 76 „„„. parking spaces and approximately 3,500 sf of ground-floor -- restaurant/kitchen space. UDP has partnered with Mosaic Hotel Group to develop a world class boutique hotel gi uniquely branded for the local experience. Mosaic +f li operates six high-end hotels, one of which was named re California's top resort hotel in Travel + Leisure's 2019 1 '741 L : World's Best Awards. Parcels B and C will include 66 • apartment units, of which 8 units will be workforce Hotel view from 1st St and B Ave. housing meeting an 80%or less of area median family income (MFI) rental threshold, 90 parking spaces and 5,700 sf of ground floor retail space along B Avenue. On September 8, 2021, the Development Review Commission (DRC) held a public hearing and approved a " 3. 75-room hotel with 64 parking spaces and approximately - ` ;I y_� II it , 2,100 sf of restaurant/kitchen space. It also approved 66 � ' ,' ' apartment units, 90 parking spaces and 5,700 sf of retail. The plans are included in Attachment 1, Exhibit A under Mixed-use Residential view from 1st St&B Ave the List of Schedules 1.22, Land Use Application Plans. UDP is working with the City to determine if the proposed modification to the hotel component currently being contemplated (the additional 2 hotel rooms, 12 parking spaces and 1,400 sf of 503.635.0215 380 A Avenue PO BOX 369 Lake Oswego, OR 97034 www.ci.osweao.or.us Page 5 ground floor restaurant/kitchen space), which would not change the exterior of the hotel, is in substantial compliance with the DRC approval. There is no proposed change to the mixed-use component. As noted above, the DDA provides a range of what is allowed in the development and also provides flexibility for the developer to request a modification to the development after the DDA is approved. Whether as approved by the DRC or by the proposed modification, the proposed project contemplated is still materially consistent with the parameters and requirements of the DDA. Land Purchase Price Between 2012-2016, LORA purchased the four underlying parcels (1.07 acres) that comprise the North Anchor properties for a total of$6,800,000. UDP will purchase the properties from LORA for a total of$4,984,000 (appraised value after adjustments). The initial appraised value was estimated at $5,718,000 (due to the covenant regarding use limitations) and was further adjusted downward by a total of$734,000 to account for necessary environmental remediation, demolition, boulder removal, and right-of-way dedications. LORA has agreed to contribute up to $2,000,000 in gap funding, which includes construction costs ($749,000) and systems development charges/permit fees ($1,251,000). Accordingly, the total net proceeds from the sale will be $2,984,000. Additional DDA Elements • Earnest Money Deposit: o Within three days of execution of the DDA, UDP is required to make a $150,000 earnest money deposit on the properties. • Environmental: o UDP will be responsible for environmental remediation and abatement and is required to obtain a "No Further Action" letter from DEQ for environmental cleanup. • Sustainability: o UDP is generally required to make good faith efforts to obtain Leadership in Energy and Environmental Design (LEED) for Homes certification on the mixed-use component and construct and operate the hotel component to achieve Energy Star Certification. • Business Inclusion and Diversity: UDP is generally required to make good faith efforts to utilize "COBID" firms (i.e.,firms certified by the State of Oregon's Certification Office for Business Inclusion and Diversity) for not less than 20% of the hard cost of construction of the project. • DDA Covenants will include: o Not less than 8 apartment units that will be affordable at the 80% MFI level for at least fifty (50)years. o The completion of all environmental abatement and/or remediation. o Use of Parcel A (Hotel)to be restricted to a boutique hotel operation for at least five (5) years after opening. o Use of Parcels B and C (Mixed-Use Commercial/Residential) is restricted to residential use and certain ground floor commercial uses under the zone along B Ave "that enhance the pedestrian streetscape," such as office, financial institutions, 503.635.0215 380 A Avenue PO BOX 369 Lake Oswego, OR 97034 www.ci.osweao.or.us Page 6 medical and dental and fitness uses. Additionally, the ground floor retail space at the corner of 1st St and B Ave will be further limited to retail, restaurant or food and beverage uses only, unless after 18 months unsuccessfully attempting to lease the space, the owner may request to expand the uses to allow the listed ground floor commercial uses. • Conditions Precedent to Closing (to the satisfaction of one of the parties or both): o The project has received all necessary land use approvals. o Permits necessary to start construction have been obtained or are ready to be obtained. o Construction plans have been approved by the City and other agencies. o DEQ has approved UDP's plans to address any hazardous materials or contaminated soils found on the site. o A pre-determination letter from the State of Oregon Bureau of Labor& Industry (BOLT) regarding the non-applicability of prevailing wage rate laws to the project that is satisfactory to both parties has been obtained. o UDP has entered into a contract with a general contractor for the construction of the project. o For the hotel component, UDP has entered into a hotel management agreement with Mosaic Hotel Group,the terms of which are satisfactory to the Executive Director. o The Executive Director is satisfied that UDP (or UDP's single-purpose entity) has the financial wherewithal to complete all of its obligations under the DDA. o The Executive Director is satisfied that UDP (or UDP's single-purpose entity) has secured sufficient debt and equity to develop and construct the project component. o UDP (or UDP's single-purpose entity) has provided LORA with personal construction completion guarantees from its principals. Community Benefits As in every real estate development project, there are risks. Staff has worked to identify potential risks that could arise in the course of this project, and has worked to minimize the effect on LORA, including: seeking land use approval; requiring $150,000 earnest money upon execution of the DDA; seeking a pre-determination letter from BOLT; requiring an extensive list of conditions precedent to closing and schedule of performance; and requiring a completion guaranty from UDP's principals to ensure the project is completed. Those risks must also be weighed against the long-term benefits to the community. LORA will achieve the following goals and benefits to the community, as envisioned in the East End Redevelopment Plan: • Achieving a long-time goal of delivering a mixed-use project anchored by a boutique hotel in the downtown core. • Activation of the North Anchor of the 1st Street compact retail core, which complements the South Anchor (Lake View Village,The Windward and Millennium Plaza Park). • Removal of blighted and under-utilized structures. 503.635.0215 380 A Avenue PO BOX 369 Lake Oswego, OR 97034 www.ci.osweao.or.us Page 7 • Delivery of 66 new (including 8 workforce) apartments and approximately 5,700 sf of ground floor retail to the downtown core, which will enhance the neighborhood as a mixed-use community and provide much-needed additional housing inventory. • Major streetscape and pedestrian improvements, including safe, active and attractive intersections for multi-modal use. • New ground floor retail/restaurant uses that enhance the pedestrian streetscape. • Increased tax increment to LORA. • Upon closing of the Urban Renewal District, increased tax revenue to the City and other taxing jurisdictions. • Additional construction and permanent jobs in the City. • The creation of additional indirect jobs and economic benefits related to the commercial development, new housing and hotel for the other downtown businesses. If the DDA is approved, the developer anticipates closing on the mixed-use component in the summer of 2022 and commencing construction shortly thereafter. The hotel component is anticipated to close and begin construction shortly afterwards. Both components are anticipated to be completed by winter 2024. RECOMMENDATION Approve the Disposition and Development Agreement with Urban Development Partners— NW, an Oregon Limited Partnership. ATTACHMENTS 1. Resolution 21-10 with Exhibit A— Disposition and Development Agreement 503.635.0215 380 A Avenue PO BOX 369 Lake Oswego, OR 97034 www.ci.osweao.or.us ATTACHMENT 1 LORA RESOLUTION 21-10 A RESOLUTION OF THE LAKE OSWEGO REDEVELOPMENT AGENCY AUTHORIZING AN AGREEMENT WITH URBAN DEVELOPMENT PARTNERS — NW, AN OREGON LIMITED PARTNERSHIP FOR THE DISPOSITION AND DEVELOPMENT OF THE NORTH ANCHOR PROPERTIES WHEREAS, in furtherance of the East End Redevelopment Plan ("Plan"), the Lake Oswego Redevelopment Agency ("LORA") has assembled properties on the northwest corner of First Street and B Avenue, and the north side of B Avenue between State Street and First Street (the "North Anchor Properties") to induce private redevelopment of those properties; and WHEREAS, Urban Development Partners— NW, an Oregon Limited Partnership ("UDP") has presented a proposal for a project including a boutique hotel, multi-family housing, ground floor commercial and retail and parking, that would meet the objectives of Project H ("First Street North Anchor Project") and Project T ("Hotel Project) of the Plan; and WHEREAS, based upon the proposal, LORA and UDP have negotiated the terms of the attached Agreement for the Disposition and Development of North Anchor Properties (the "Agreement"); and WHEREAS, the LORA Board finds that the community benefits of the proposed project include the addition of a high-quality boutique hotel facility, new housing options including eight workforce housing units in downtown Lake Oswego, remediation of environmental conditions on a key property, and redevelopment of the North Anchor properties in a way that adds to the attractiveness of the area, serves as an economic catalyst for downtown retail, contributes to foot traffic and vitality, and stimulates redevelopment of other underdeveloped properties; and WHEREAS, the LORA Board also finds that the proposed Agreement provides for the disposition of the North Anchor Properties at their fair re-use value, meaning the value at which those properties should be made available in order to be redeveloped for the purposes specified in the Plan; and WHEREAS, the LORA Board also finds that the proposed Agreement requires UDP, its successors and assign, as purchaser of the North Anchor Properties to use the properties for the purposes designated in the Plan, and to begin building the required improvements within a reasonable period of time; IT IS RESOLVED by the Board of the Lake Oswego Redevelopment Agency that: Section 1. The LORA Executive is authorized and directed to sign on behalf of the agency the Agreement for the Disposition and Development of North Anchor Properties, substantially in the form attached as Exhibit A and incorporated in this Resolution. Section 2. This Resolution shall take effect immediately upon its adoption by the LORA Board. LORA Resolution 21-10 Page 1 of 2 AYES: NOES: ABSTAIN: EXCUSED: Joseph M. Buck, Chair ATTEST: Kari Linder, Recording Secretary APPROVED AS TO FORM: Jason Loos, LORA Counsel LORA Resolution 21-10 Page 2 of 2 EXHIBIT A AGREEMENT FOR THE DISPOSITION AND DEVELOPMENT OF NORTH ANCHOR PROPERTIES, CITY OF LAKE OSWEGO {01158686;10} AGREEMENT FOR THE DISPOSITION AND DEVELOPMENT OF NORTH ANCHOR PROPERTIES, CITY OF LAKE OSWEGO Table of Contents LIST OF SCHEDULES RECITALS 1 1. DEFINITIONS 2 2. GENERAL TERMS OF CONVEYANCE. 5 2.1 Conveyance of North Anchor Properties 5 2.2 Phased Conveyance Alternative. 6 2.3 Payment of Purchase Price 6 2.4 Earnest Money Deposit. 6 2.5 Title Report; Title Exceptions. 6 2.6 New Matters; Intervening Liens 7 2.7 Closing. 8 2.7.1 Title Insurance and Escrow Company. 8 2.7.2 Title Insurance. 8 2.7.3 Cost Allocation. 8 2.7.4 Escrow Fees 8 2.7.5 Closing Completion 8 2.7.6 Form of Deed. 8 2.8 Itemization of Conditions for Closing. 9 2.8.1 To the Satisfaction of LORA and UDP. 9 2.8.2 To the Satisfaction of UDP. 10 2.8.3 To the Satisfaction of LORA 10 2.9 Itemization of Elections Upon Nonoccurrence of Closing Conditions. 12 2.10 Effect of Termination for Non-Satisfaction of Conditions Precedent to a Closing 12 2.11 Final Pre-Closing Termination Date 13 3. CONDITION OF PROPERTY; ENVIRONMENTAL ACTIVITIES. 13 3.1 Subsurface, Surface, Building and Environmental Conditions; AS IS Disclaimer and Release 13 3.1.1 Environmental Disclosures and Additional Environmental Activities 14 3.2 UDP Right of Entry. 15 4. REPRESENTATIONS AND WARRANTIES; COVENANTS. 15 4.1 LORA Representations 15 4.2 UDP Representations. 17 4.3 LORA Covenants. 18 5. PERMITS. 18 6. PUBLIC FUNDING. 18 6.1 LORA Permit Payments. 18 6.2 LORA Construction Payment. 18 6.3 Public Funding Cap. 19 7. REDEVELOPMENT 19 {01158686;10} 7.1 Description of Project 19 7.1.1 Hotel Component. 19 7.1.2 Mixed Use Component. 19 7.2 Project Completion 19 7.3 Sustainability and Diversity 19 7.4 No LORA Control Over Construction 20 7.5 Indemnity for Construction Liability. 20 7.6 LORA Construction and Design Specifications for Rights-of Way 20 7.7 UDP Plans, Drawings and Related Documents 20 7.8 Changes in Approved Plans. 21 7.8.1 UDP Elective Change in Plans. 21 7.8.2 Change in Plans Required for Regulatory Approval. 21 7.9 Inspection Access 21 7.9.1 Before Closing. 21 7.9.2 After Closing and During Construction. 21 7.10 Insurance; Prevailing Wage Indemnification. 22 7.10.1 Insurance 22 7.10.2 Prevailing Wage Indemnification 22 7.11 Certificate of Completion. 22 7.11.1 When UDP Entitled to Certificate of Completion 22 7.11.2 Meaning and Effect of Certificate of Completion. 23 7.11.3 Form of Certificate of Completion; Procedure Where LORA Refuses to Issue 23 8. SPECIAL COVENANTS AND CONDITIONS. 23 8.1 Use and Scheduling. 23 8.1.1 Lawful Use 23 8.1.2 Scheduling. 23 8.2 Key Personnel, Staffing and Operation of Project and Construction Management 23 8.3 Use of North Anchor Properties 24 8.3.1 Hotel Component. 24 8.3.2 Mixed Use Component 24 8.3.3 Progress Reports 24 8.4 Binding Covenants. 24 8.5 Confidentiality. 25 9. ASSIGNMENT 25 9.1 Restrictions on UDP Transfer. 25 9.2 Exceptions to Restrictions on UDP Transfer. 26 9.3 Transferee's Assumption of Obligations. 26 9.4 Approved UDP Transfers. 26 10. DEFAULT; REMEDIES. 27 10.1 Default/Cure. 27 10.1.1 Default by UDP. 27 10.1.2 Default by LORA 27 10.2 Remedies Before Closing. 27 10.3 Post-Closing Remedies 28 {01158686;10} 10.4 Mortgagee Provisions. 29 10.4.1 Mortgagee Not Obligated to Construct. 29 10.4.2 Copy of Notice of Default to Mortgagee. 29 10.4.3 Mortgagee's Option to Cure Defaults 29 10.4.4 Amendments Requested by Mortgagee 29 10.5 Force Majeure. 30 10.5.1 Delays During Arbitration. 30 10.5.2 Unavoidable Delays. 30 10.6 Dispute Resolution 30 10.7 Nonexclusive Remedies. 31 11. ENTITLEMENTS 31 12. TERM AND TERMINATION. 31 13. CASUALTY AND CONDEMNATION. 31 13.1 Condemnation 31 13.2 Damage and Destruction. 32 14. MISCELLANEOUS PROVISIONS. 32 14.1 Conflict of Interests; Public Official Liability. 32 14.2 Discrimination. 32 14.3 Notice. 33 14.4 Merger and Integration. 34 14.5 Headings. 34 14.6 Counterparts. 34 14.7 Waivers 34 14.8 Time of the Essence. 34 14.9 Choice of Law. 34 14.10 Calculation of Time. 34 14.11 Attorneys' Fees. 34 14.12 Compliance with Laws. 34 14.13 Severability 35 14.14 Entire Agreement 35 14.15 Modifications. 35 14.16 Successors and Assigns/Binding Covenant. 35 14.17 Place of Enforcement 35 14.18 No Partnership. 35 14.19 Third Party Beneficiaries 35 14.20 Nonwaiver of Government Rights 35 14.21 Approvals. 35 14.22 Estoppel Certificates. 36 14.23 Construction 36 14.24 Statutory Disclosure 36 {01158686;10} AGREEMENT FOR THE DISPOSITION AND DEVELOPMENT OF NORTH ANCHOR PROPERTIES,CITY OF LAKE OSWEGO LIST OF SCHEDULES 1.14-A: Legal Description of East Property 1.14-B: Site Plan of East Property 1.22: Land Use Application Plans 1.35: Schedule of Performance 1.41-A: Legal Description of West Property 1.41-B: Site Plan of West Property 2.6.2: Form of Environmental Escrow Holdback Agreement 2.7.5-A: Form of Memorandum of Disposition and Development Agreement 2.7.5-B-1: East Property Declaration of Restrictive Covenants 2.7.5-B-2: West Property Declaration of Restrictive Covenants 2.7.6: Form of Special Warranty Deed 2.8.3.7: Form of Freestanding Completion Guaranty 3.1.1.1: Environmental Assessments and Conditions Disclosure 6.1: LORA Permit Payments 7.11.3 Certificate of Completion 8.3.2.1 Allowed Uses for Commercial Spaces (except Corner Space) in Mixed Use Component {01158686,10}}i AGREEMENT FOR THE DISPOSITION AND DEVELOPMENT OF NORTH ANCHOR PROPERTIES, CITY OF LAKE OSWEGO BETWEEN: THE LAKE OSWEGO REDEVELOPMENT AGENCY, the Urban Renewal Agency of the City of Lake Oswego ("LORA") AND: URBAN DEVELOPMENT PARTNERS-NW, an Oregon Limited Partnership ("UDP") EFFECTIVE DATE: December_,2021 RECITALS A. LORA is the urban renewal agency for the City of Lake Oswego. Under Oregon Revised Statues Chapter 457, LORA has undertaken a program for the clearance and reconstruction of blighted areas of the City. As a part of the urban renewal program, LORA is charged to implement the East End Redevelopment Plan,approved by the City Council on September 19, 1986,as amended from time to time and last amended February 24, 2015. LORA has the authority to assist private redevelopment in support of the urban renewal projects in the East End Redevelopment Plan. B. LORA has acquired certain properties on the northwest corner of First Street and B Avenue, and the north Side of B Avenue from State Street to First Street, to further the "First Street North Anchor" Project(Project H of the Redevelopment Plan). C. On November 13, 2019, LORA issued a request for developer proposals (the "RFP") for a project concept that would meet the objectives of vibrancy, mix of uses and design excellence. The RFP called for active ground floor uses that contribute to the goal of creating an active pedestrian zone from Millennium Plaza Park to the intersection of First Street and B Avenue, together with a boutique hotel (Project T of the Redevelopment Plan), and potential other uses, such as housing and commercial offices. UDP responded with a development concept including a boutique hotel, multifamily residential uses, offices and active ground floor uses. LORA selected UDP's proposal as the basis for negotiating a disposition and development agreement (the "DDA")for the North Anchor Properties. On June 26, 2020, UDP and LORA entered into a Memorandum of Understanding, as amended on October 27,2020 and December 31, 2020 (collectively, the "MOU"), calling for negotiation of the terms of a DDA that are consistent with the objectives of the RFP,the MOU, and generally consistent with UDP's proposal. D. LORA and UDP desire a development project that will transform the North Anchor Properties into a viable, sustainable mixed-use development including a boutique hotel component and a residential/mixed use component, with parking facilities, public and private improvements, streets, sidewalks and utilities, contemplated herein to be constructed by UDP, as more fully described in Section 7.1. (collectively, the "Project"). E. LORA is willing to sell the North Anchor properties to UDP for a price that takes into account the requirements, covenants, restrictions and limitations LORA imposes through this Agreement, including without limitation the requirement that: (i)development of the properties be limited to certain uses,and {01158686;10}} Page 1 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES restrictions on other uses, consistent with the objectives of the Redevelopment Plan; (ii) development be consistent with Land Use Application Plans (defined below) approved by LORA; (iii) environmental conditions on the properties are remediated as necessary to obtain a No Further Action letter from the Oregon Department of Environmental Quality("DEQ")and to hold LORA harmless from third-party liability for environmental conditions. F. The community benefits of the Project include the addition of a high-quality boutique hotel meeting the objective of Project T of the Redevelopment Plan, remediation of environmental conditions impacting the Properties, and redevelopment of the North Anchor properties under Project H of the Plan in a way that adds to the attractiveness of the area, serves as an economic catalyst for downtown businesses, contributes to foot traffic and vitality, and stimulates redevelopment of other underdeveloped properties. G. The plans for the Project attached as Schedule 1.21 and referred to in this Agreement as the"Land Use Application Plans", when combined with the requirements of this Agreement, have been found by LORA to accomplish the following: ■ Meet the Lake Oswego Urban Design Plan objectives; ■ Create a quality, upscale, pedestrian-friendly development that responds to the neighborhood in scale and character; ■ Conform to the purposes and requirements of the East End Redevelopment Plan; ■ Complement adjacent buildings in design and materials; and ■ Meet the objectives of retail vibrancy, mix of uses, design excellence, community support, return on public investment and creation of an "anchor" presence at the north end of the First Street Retail Corridor as detailed in the LORA November 13, 2019, Request for Developer Proposals. AGREEMENT Each of the Parties to this Agreement, in consideration of the foregoing recitals, the following promises and the agreements of the other Party, and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, covenant and agree as follows: 1. DEFINITIONS. The following terms will have the designated meanings for purposes of this Agreement: 1.1 "Affiliate" means any entity of which the designated Party controls and owns at least a 51% interest. 1.2 "Agreement" means this Disposition and Development Agreement of North Anchor Properties, City of Lake Oswego and all Schedules hereto. 1.3 "Boutique Hotel" means a small, high quality hotel providing unique, styled accommodations and highly personalized attention. 1.4 "Certificate of Completion" means that certificate issued by LORA to UDP under Section {01158686;10}} Page 2 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES 7.11 when construction of the Project is complete, or, in the event of Phased Conveyances, when construction of the applicable Component of the Project is complete, pursuant to the definition of "complete" in Section 7.11. 1.5 "City" means the City of Lake Oswego, a municipal corporation of the State of Oregon. 1.5 "City Development Review" means review by the City in its regulatory capacity under the City's Community Development Code, including, without limitation, review by the City's Development Review Commission. 1,7 "City Code" means the City of Lake Oswego's City Code and Charter. 1.S "Claims" means any and all suits, claims, causes of action, fines, penalties, losses, expenses, fees, costs, liabilities and damages brought or imposed by a third party, except to the extent expressly provided otherwise in this Agreement. 1.9 "Closing" means the closing of the acquisition of the North Anchor Properties by UDP, which event shall occur when LORA conveys the North Anchor Properties to UDP in accordance with Section 2 of this Agreement. In the event of Phased Conveyances, there will be two Closings, one for the East Property and one for the West Property. 1.10 "Closing Date" means that date upon which the Closing, or in the event of Phased Conveyances, the Closings, as described in Section 2.2 is completed. 1.11 "Commence(s) Construction" or"Commencement of Construction" means the date that: (a) financing for construction of the Project on the North Anchor Properties has closed; (b) the permits necessary to commence construction, including abatement and demolition for the Project as required by the City, have been obtained or are ready to be pulled subject only to the payment of permit fees; (c) UDP and the general contractor have executed the Construction Contract for the Project; (d) the general contractors has mobilized for construction; and (e) excavation or grading work is occurring on the North Anchor Properties, in which case excavation and grading permits must have been obtained. In the event of Phased Conveyances, (a) through (e) above apply to the applicable Component of the Project to be constructed on the portion of the North Anchor Properties that has been conveyed. 1.12 "Component" means the Hotel Component or the Mixed-Use Component, as applicable. 1.13 "Construction Contract" means the agreement between UDP and its general contractor containing terms and conditions relating to the construction of the Project or, in the event of Phased Conveyances, construction of the applicable Component on the portion of the North Anchor Properties that has been conveyed. 1,14 "East Property" means those parcels located to the East of First Street, described on Schedule 1.14-A, and depicted on Schedule 1.14-B. 1.15 "Effective Date" means the date set forth in the introductory language of this Agreement. 1.15 "Environmental Condition" means any one or more of the following: (a) any condition or circumstance at the North Anchor Properties that requires remedial action by any Party under the {01158686;10}} Page 3 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES Environmental Standards; (b) any violation of, or noncompliance with, any applicable Environmental Standards; (c) claims for damages, natural resources damages, response costs, audit costs, fines, fees or other relief relating to matters addressed in any applicable Environmental Standards; (d) injunctive relief relating to matters addressed in any applicable Environmental Standards; (e) any spilling, discharging, depositing, injecting, dumping, emitting, leaking, placing or releasing of Hazardous Substances; and (f) violations of any environmental provisions of this Agreement. 1.17 "Environmental Standards" means all federal, state and local environmental laws and ordinances and all rules and regulations promulgated thereunder, whether currently in effect or enacted or amended from time to time in the future including but not limited to Chapter 466 of the Oregon Revised Statutes, Chapter 340 of the Oregon Administrative Rules, the Resource Conservation Recovery Act, as amended, 42 USC Section 6901, et seq. ("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 USC Section 9601, et seq. ("CERCLA"), the Safe Drinking Water Act, the Clean Air Act, the Clean Water Act, and the Toxic Substances Control Act, and any guidelines, levels and standards currently in effect or enacted or amended from time to time in the future by the applicable federal,state or local regulatory authority for addressing any contamination of any sort. 1.18 "Final Construction Plans and Specifications" means the drawings, plans and specifications attached to or incorporated by express reference into the executed Construction Contract, all of which shall have been approved by LORA as being materially consistent with the Land Use Application Plans in accordance with the provisions of this Agreement. 1.19 "Final Termination Date" has the meaning set forth in Section 2.11. 1.2G "Hazardous Substances" means any pollutant, dangerous substance, toxic substance, asbestos, petroleum, petroleum product, hazardous waste, hazardous materials or hazardous substances as defined in or regulated by any Environmental Standard. 1.21 "Hotel Component" means the portion of the Project described in Section 7.1.1, to be constructed on the West Property. 1.22 "Land Use Application Plans" means the drawings and other documents attached as Schedule 1.22, which include all required elements for, and that will be or are a part of, UDP's final City Development Review application for the Project. 1.23 "Land Use Approved Plans"means the plans for the Project as approved through the City's regulatory processes, including without limitation City development review,and including those plans that result from the resolution of any appeal or legal challenge of such approvals. 1,24 "LORA" means the Lake Oswego Redevelopment Agency, which is the Urban Renewal Agency of the City of Lake Oswego. 1.25 "LORA Parties" means LORA's Board, its Board members, officers, employees and agents, and the City, City Council, its council members, and its officers, employees and agents. 1.26 "LORA Permit Payments" has the meaning set forth in Section 6.1. 1.27 "Mixed Use Component" means the portion of the Project described in Section 7.1.2, to {01158686;10}} Page 4 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES be constructed on the East Property. 1.28 "Mortgage" means a mortgage or deed of trust against the North Anchor Properties, or any portion thereof,to finance the Project or any portion thereof. 1.29 "Mortgagee" means the holder of any Mortgage together with any successor or assignee of such holder. The term "Mortgagee" includes any Mortgagee as owner of the North Anchor Properties or any part thereof as a result of foreclosure proceedings, or action in lieu thereof, or any insurer or guarantor of any obligation or condition secured by a Mortgage as well as (a) any other person or entity who thereafter obtains title to the North Anchor Properties or such part from or through a Mortgagee or (b) any other purchaser at a foreclosure sale. 1.30 "North Anchor Properties" or "Properties" means the East Property and the West Property, collectively, and each of the East Property and West Property may be individually referred to as a "North Anchor Property". 1.31 "Party" means either LORA or UDP. LORA and UDP may be referred to jointly as the "Parties." 1.32 "Phased Conveyances" has the meaning described in Section 2.2. 1.33 "Project" has the meaning set forth in Recital D above. 1.34 "Purchase Price" has the meaning set forth in Section 2.1 below. 1.35 "Schedule of Performance" means the document attached as Schedule 1.35. 1.36 "Title Company" has the meaning set forth in Section 2.7.1. 1.37 "UDP" means Urban Development Partners-NW, an Oregon Limited Partnership. 1.38 "Unavoidable Delay" has the meaning described in Section 10.5.2. 1.39 "Utilities" means all private and public utility improvements and related facilities constructed or to be constructed as part of the Project. 1.40 "UDP Parties" means UDP's officers, directors, managers, members, employees and agents. 1.41 "West Property" means those parcels located to the West of First Street, described on Schedule 1.41-A, and depicted on Schedule 1.41-B. Other terms may be defined elsewhere in this Agreement. 2. GENERAL TERMS OF CONVEYANCE. 2.1 Conveyance of North Anchor Properties. Subject to and in consideration of the Purchase Price and the terms, covenants and conditions of this Agreement, LORA will convey to UDP at Closing the {01158686;10}} Page 5 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES North Anchor Properties by special warranty deed as described in Section 2.7.6 of this Agreement. The purchase price for the Properties will be $4,984,000 (the "Purchase Price"). The Purchase Price reflects the value of the Properties after taking into account the requirements, covenants, restrictions, and limitations that LORA has imposed on the development and use of the Properties through this Agreement, as determined by an appraisal dated December 14, 2020 (effective date of Appraisal: October 28, 2020) by Appraisal & Consulting Group, LLC. After the appraisal, a subsequent $26,000 reduction in purchase price was made for the voluntary dedication of rights-of-way of approximately 240 square feet of land along the B Avenue frontage of the West Property (Hotel Component). The adjustment was made using the $/FAR value for the Hotel Component from the October 28, 2020 appraisal. 2.2 Phased Conveyance Alternative. The parties intend that UDP will acquire both of the North Anchor Properties in one transaction and Commence Construction of the Hotel Component and the Mixed Use Component in sequence promptly following the acquisition. However, if market conditions are such that UDP cannot reasonably obtain equity or debt financing on terms acceptable to UDP, including as necessary to achieve its required investor returns,to enable it to acquire both Properties by the Closing Date specified for a single transaction in Section 2.6, UDP may elect to acquire the West Property and the East Property in two transactions as provided in Section 2.6. UDP's acquisition of the West Property and the East Property in two separate transactions shall be referred to in this Agreement as the "Phased Conveyances." To exercise this election, UDP will provide written notice to LORA by the date that is at least twenty (20) days prior to the Closing Date set forth in the Schedule of Performance for a single Closing, including a description of the circumstances necessitating the Phased Conveyances. 2.3 Payment of Purchase Price. UDP will pay LORA the total Purchase Price for the East Property, the West Property, or both, as applicable, in cash or other immediately available funds at Closing. If the Phased Conveyances alternative is elected, the Purchase Price for the West Property will be $1,814,000, and the Purchase Price for the East Property will be $3,170,000. 2.4 Earnest Money Deposit. Within two (2) business days of the Effective Date, UDP will deposit into escrow with the Title Company the sum of$150,000 as a deposit to secure UDP's obligation to purchase the Properties (the "Earnest Money Deposit") If UDP fails to close the conveyances of both the West Property and the East Property in accordance with the terms of this Agreement for any reason other than LORA's default under this Agreement, LORA will retain the Earnest Money Deposit as LORA's sole and exclusive remedy for such failure by UDP. The Earnest Money Deposit will be applied as follows: 2.4.1 If Closing occurs as to both the West Property and East Property in a single transaction within one (1)year of the Effective Date,the Earnest Money Deposit will be applicable and credited to the Purchase Price. 2.4.2 If Closing occurs through Phased Conveyances and the second Closing occurs within one(1)year of the first Closing,the entirety of the Earnest Money Deposit will be applicable and credited to the Purchase Price for the North Anchor Property acquired at the second Closing. 2.4.3 If Closing does not occur as described in 2.4.1 or 2.4.2, LORA will retain the Earnest Money Deposit, none of which will be applicable and credited to the Purchase Price. 2.5 Title Report; Title Exceptions. Within ten (10) days after the Effective Date, LORA will cause the Title Company to provide UDP with an updated preliminary title report(the "Title Report")with respect to the North Anchor Properties, accompanied by copies of all special exceptions listed and copies {01158686;10}} Page 6 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES of or links to all underlying documents. The Title Report will include any exceptions resulting from the Title Company's review of a survey obtained by UDP. UDP will have ten (10) business days after its receipt of the Title Report in which to notify LORA in writing of UDP's disapproval of or objection to any exceptions shown in the Title Report and on any survey of the North Anchor Properties obtained by UDP. In the event of any disapproval or objection, LORA will notify UDP in writing within ten (10) business days after receiving UDP's notification as to whether LORA agrees to remove or otherwise resolve any of the disapproved exceptions. LORA will have until the Closing to use commercially reasonable efforts to cause the exceptions LORA has agreed to remove to be removed of record and from the Title Report and survey, as applicable. UDP will be deemed to have accepted all title exceptions to which it has not timely objected (the "Permitted Exceptions"). If LORA elects not to eliminate any title or survey exception disapproved or objected to by UDP, UDP may elect to terminate this Agreement by written notice to LORA given on or before the date that is ten (10) business days after receipt of LORA's notification of its election not to remove or resolve such title or survey exception(s). If UDP does not timely elect to terminate this Agreement in accordance with this Section 2.5, UDP's objections to the disapproved exceptions that LORA elected not to eliminate will be deemed Permitted Exceptions, and the North Anchor Properties will be conveyed to UDP with such title exceptions without credit against the Purchase Price. 2.6 New Matters; Intervening Liens. If, at any time prior to the Closing Date any of the following occurs or arises (in each case, a "New Matter"): (a) the Title Company issues a supplement to the Title Report identifying any exception to title not previously disclosed by the Title Report (or a prior supplement thereto) not caused by UDP; (b) LORA updates the documents, records and other information about the Properties to reflect any matter (or any change in any matter) which was not previously disclosed in the Title Report (or in a prior update thereto); or (c) any Hazardous Substances are newly introduced in, on, or under the Properties by anyone other than UDP or a UDP Party,then, in any of such cases, UDP shall have ten (10) business days after being given written notice thereof or otherwise becoming aware of the New Matter(the "Evaluation Period")within which to: 2.6.1: with respect to the New Matters described in Sections 2.6(a) and (b), evaluate the New Matter and elect, in the exercise of UDP's sole and absolute discretion, to request, in writing, that LORA remove or cure such New Matter. LORA will notify UDP in writing within ten (10)business days after receiving UDP's notification as to whether LORA agrees to remove or otherwise resolve such New Matter. LORA will have until the Closing to use commercially reasonable efforts to cause the New Matters that LORA has agreed to remove to be removed of record and from the Title Report and survey, as applicable. If LORA elects not to cure or remove such New Matter, then UDP shall have the option to terminate this Agreement by written notice delivered to LORA within ten (10) business days of receiving LORA's written notice of election not to cure or remove. If UDP elects to terminate this Agreement pursuant to this paragraph, the Earnest Money Deposit shall be promptly refunded to UDP. 2.6.2: with respect to the New Matter described in Section 2.6(c), reach agreement with LORA as to a reduction of the Purchase Price by an amount reflecting the anticipated costs necessary for UDP to remove or otherwise remediate such Hazardous Substances and to take any action required by a governmental body with jurisdiction over the Property(for purposes of this Section 2.6.2, "Remediation"), which costs shall be based on estimates obtained by UDP. If the Parties agree to a reduction in the Purchase Price, the Closing shall proceed based on the reduced Purchase Price and the provisions of Section 3.1 shall apply to said Hazardous Substances. If the Parties cannot agree on the Purchase Price reduction, then an amount equal to UDP's estimate of the cost of Remediation, plus ten percent (10%), {01158686;10}} Page 7 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES shall be held back in escrow in accordance with the terms of the agreement attached to this Agreement as Schedule 2.6.2, which holdback agreement shall be executed by the Parties at Closing. The sums held in escrow shall be used for payment of the actual costs of Remediation and disbursed by escrow in accordance with the terms of such holdback agreement. Any funds not disbursed from the holdback to pay UDP's costs of Remediation, shall be shall be disbursed to LORA. 2.7 Closing. Closing will occur no later than the date, or in the case of Phased Conveyances the dates, of Closing stated in the Schedule of Performance, subject to the provisions of Section 2.9. 2.7.1 Title Insurance and Escrow Company. The Closing or Closings will be conducted through escrow at the office of Fidelity National Title Company of Oregon, Attn: Paula Kingsley, 900 SW 5th Avenue, Portland, Oregon 97204 (the "Title Company"), or at such other location as the Parties may agree. 2.7.2 Title Insurance. LORA, at its expense,will provide UDP with an ALTA Owner's Standard Title Insurance Policy issued by the Title Company, insuring good and marketable title in the North Anchor Properties, or in the event of Phased Conveyances, in the property being conveyed, free and clear of encumbrances except the Permitted Exceptions, and insuring UDP with coverage in the amount of the applicable Purchase Price. UDP, at its option and its expense, may elect to obtain extended coverage and additional endorsements under the policy of title insurance, and LORA agrees to execute any affidavits or other documents required by the Title Company to enable UDP to obtain such coverage. UDP will pay the cost of preparing any survey of the North Anchor Properties if and as desired by UDP to support issuance of an ALTA Owner Extended Coverage Title Policy. 2.7.3 Cost Allocation. UDP will pay the recording costs for the deed or deeds.The Parties will equally share all other recording fees for documents to be recorded under the terms of this Agreement. Real property taxes, if any, for the year in which Closing occurs will be prorated as of the Closing Date. LORA will pay all assessments against the property being conveyed that are attributable to any period of time prior to Closing or are due and owing at the time of Closing. 2.7.4 Escrow Fees. Each Party will pay one-half of any escrow fees charged by the Title Company. 2.7.5 Closing Completion. Closing will be deemed to have occurred upon the completion of the following tasks: (a) UDP's payment of the Purchase Price; (b) recording of the deed between LORA and UDP described in Section 2.7.6: (c)recording of the memorandum of this Agreement substantially in the form attached as Schedule 2.7.5-A(the "Memorandum"); (d)for Closing on the East Property, the dedication of at least 3.5 feet of public right-of-way, as provided in Section 2.8.1.3, and any other dedications that may be required as a condition of approval of the City's Development Review process; and (e) for Closing on the East Property, recording of the declaration of restrictive covenants substantially in the form attached as Schedule 2.7.5-B-1,and for Closing on the West Property,recording of the declaration of restrictive covenants substantially in the form attached as Schedule 2.7.5-B-2 (collectively,the "CC&Rs"). 2.7.6 Form of Deed. LORA will convey fee title to the North Anchor Properties by special warranty deed, substantially in the form attached as Schedule 2.7.6. The conveyance and title will be subject only to: (a)this Agreement, a Memorandum of which will be recorded; (b)the applicable CC&Rs; (c) exceptions to title placed on the property being conveyed as the result of satisfaction of {01158686;10}} Page 8 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES conditions precedent set forth in this Agreement, such as City Development Review approval, but only to the extent UDP has deemed such conditions satisfied or has waived such conditions; and (d) the Permitted Exceptions. 2.8 Itemization of Conditions for Closing. UDP's and LORA's respective obligations to proceed with the Closing(s) are subject to the satisfaction of the following conditions precedent by the date of Closing,or such earlier time specified in the Schedule of Performance. Each of UDP and LORA shall use commercially reasonable, diligent, good faith efforts to effectuate the satisfaction of the conditions precedent that are within such Party's control. 2.8.1 To the Satisfaction of LORA and UDP. Each of the following conditions shall be fulfilled to the reasonable satisfaction of both LORA and UDP: 2.8.1.1 All final non-appealable land use approvals and other governmental approvals for the entire Project on the North Anchor Properties, including without limitation City Development Review, have been obtained,or any appeal that has been filed has reached a final resolution that is substantially consistent with the Project approved by LORA in accordance with this Agreement and by the City through its regulatory processes. 2.8.1.2 Permits sufficient to Commence Construction of the entire Project on the North Anchor Properties have been obtained. Alternatively, in the case of Phased Conveyances, permits sufficient to Commence Construction of the applicable Component of the Project on the property being conveyed have been obtained. In the alternative, at UDP's option, permit(s) only sufficient to demolish the existing structures on the North Anchor Properties(or the applicable Component), provided UDP has submitted its building permit plan set for the structures for the North Anchor Properties (or the applicable Component)to the City's Building Department, has received one set of plan review comments from the Building Department, and has provided responses to the Building Department's comments. Notwithstanding the foregoing, if the City's Building Department does not provide comments on UDP's permit plan set within forty-five(45)days of the date UDP submits such plan set,then UDP,at its election, may either (a) extend the period of time for this condition to be satisfied, or (b) deem this condition satisfied and fulfilled, which election shall be binding on both LORA and UDP. 2.8.1.3 All dedications required as a condition of the City's land use approval process, for the Project, or, in the case of Phased Conveyances, all dedications necessary for the portion of the Project to be constructed on the property to be conveyed, have been made or will be made at Closing. When the East Property is being conveyed, the dedications shall include: (a) not less than three and one-half (3.5) feet of additional public right of way along the entire State Street frontage of that property; and (b) not less than four (4) feet of additional public right of way along B Avenue frontage of the East Property. When the West Property is being conveyed, the dedications shall include dedication of two (2) feet of additional public right-of-way along B Avenue. 2.8.1.4 Final Construction Plans and Specifications for the Project, or, if Phased Conveyances have been elected, for the component of the Project on the property being conveyed, have been approved by the City and by applicable agencies. 2.8.1.5 UDP and a general contractor have provided certifications to LORA that a Construction Contract for the Project, or, if Phased Conveyances have been elected, for the applicable Component of the Project on the Property being conveyed, has been executed. {01158686;10}} Page 9 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES 2.8.1.6 No litigation or ballot measure is pending that prevents LORA or UDP from performing its respective obligations under this Agreement. 2.8.1.7 The Parties have obtained a pre-determination letter from the Oregon Bureau of Labor and Industries ("BOLI") ruling that Oregon prevailing wage rate laws, including ORS 279C.800-870 and related administrative rules and regulations, do not apply to the Project, and specifically that construction of the Project is not subject to prevailing wages. Both parties shall agree on the form and content of the request for a pre-determination letter, and LORA shall submit such request to BOLT. 2.8.2 To the Satisfaction of UDP. Each of the following conditions shall be fulfilled to the reasonable satisfaction of UDP. 2.8.2.1 LORA is not in default under any material term or condition of this Agreement beyond any applicable cure period. 2.8.2.2 The Title Company has issued a firm commitment satisfactory to UDP to the effect that it will issue to UDP an ALTA Owner's Title Insurance Policy insuring UDP's interest in the property being conveyed in no less than the Purchase Price and in the form specified in subsection 2.7.2, including any endorsements or other conditions specified by UDP, subject only to the Permitted Exceptions and other exceptions as outlined in subsection 2.7.6. 2.8.2.3 UDP has obtained financing acceptable in all respects to UDP sufficient to develop and construct the Project as required by this Agreement,or in the case of Phased Conveyances the portion of the Project to be constructed on the property being conveyed, and with funds available with normal and customary restrictions. 2.8.2.4 All tenancies on the Properties,or, in the case of Phased Conveyances on the property being conveyed, have been terminated and all premises vacated by the tenants. 2.8.2.5 No material adverse change in the physical or legal condition of the North Anchor Property has occurred. 2.8.3 To the Satisfaction of LORA. Each of the following conditions shall be fulfilled to the reasonable satisfaction of LORA. 2.8.3.1 UDP is not in default under any material term or condition of this Agreement beyond any applicable cure period. 2.8.3.2 The LORA Executive Director is satisfied that the Land Use Approved Plans and the Final Construction Plans and Specifications are materially consistent with the Land Use Application Plans, attached as Schedule 1.22, or consistent with any material changes to the Land Use Application Plans agreed to by the Parties. 2.8.3.3 UDP has provided written documentation to the LORA Executive Director establishing to the Executive Director's reasonable satisfaction that UDP has and will maintain the financial wherewithal to meet its environmental responsibilities and indemnity obligations under {01158686;10}} Page 10 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES subsection 3.1.1.1 of this Agreement. 2.8.3.4 For the Closing including the West Property, UDP has entered into a binding agreement with Mosaic Hotel Group, a division of Palisades Hospitality Group, Inc., a California corporation ("Mosaic"), having substantially the same terms contained in the draft agreement dated July 1, 2021, which was previously reviewed by the LORA Executive Director, and which includes without limitation terms under which Mosaic will operate and manage a boutique hotel on the West Property for a period beginning immediately following issuance by the City of the temporary certificate of occupancy ("TCO") on that property and, subject to UDP's termination rights related to nonperformance, abandonment, or the sale of the Hotel Component to a bona fide third party that is not affiliated with UDP, extending for at least ten (10) consecutive years thereafter. Prior to Closing, UDP will provide the LORA Executive Director with a copy of the executed operation and management agreement with Mosaic, for verification of compliance with this subsection 2.8.3.4,with the financial and other key business terms redacted. 2.8.3.5 With regard to a Closing including the East Property, LORA has approved UDP's hazardous materials mitigation plans, contaminated media management plans, and all other plans for activities necessary to satisfy UDP's obligations to DEQ with respect to the East Property, including without limitation the obligation to obtain a "No Further Action" letter from DEQ. LORA's approval of the plans and activities under this Section 2.8.3.5 will be deemed given if DEQ has approved such plans and activities. 2.8.3.6 The Executive Director of LORA has reasonably determined that UDP has secured equity and debt financing commitments sufficient to develop and construct the Project, or in the case of Phased Conveyances, to develop and construct the Project on the property being conveyed, as required by this Agreement. UDP will provide written documentation to the Executive Director of LORA as reasonably necessary in the opinion of the Executive Director,for the Executive Director to make such determination. Such written documentation will be subject to the confidentiality provisions of Section 8.5, and will include, but not necessarily be limited to, the source of funds (but without need to reveal personal information of individuals), and a commitment letter from a lending institution or institutional equity partner(or both)providing financing for the Project. UDP shall permit the LORA Executive Director (including any consultants or staff designated by the Executive Director) to review at a mutually convenient location, but not retain a copy of, the final project budget and operating pro forma; these documents shall remain in UDP's possession at all times. 2.8.3.7 (a) UDP has provided LORA an executed, binding completion guaranty for the benefit of LORA and the City in substantially and materially the same form and by the same obligated parties, jointly and severally, as any completion guaranties executed and delivered by UDP to its construction lender(s) for the Project, or, in the case of Phased Conveyances, for the portion of the Project to be constructed on the property being conveyed. The completion guaranty for the benefit of LORA and the City will be subject to all rights and remedies of the construction lender and shall not require LORA or the City to disburse loan proceeds to the borrower or guarantors as a prerequisite to completing construction, regardless of whether the completion guaranties provided to the lender(s) include such a requirement. Notwithstanding the foregoing, LORA and the City shall be prohibited from enforcing their guaranty unless and until the UDP's construction lender has disbursed loan proceeds to the borrower or guarantor if the construction lender is legally required to disburse such funds as a prerequisite to borrower's or guarantors' obligation to complete construction under the guaranty and other loan documents in favor of the construction lender. {01158686;10}} Page 11 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES (b) If UDP does not provide completion guaranties to a construction lender, UDP will nevertheless provide LORA and the City with a completion guaranty executed by Daniel Eric Cress and Avraham Ben-Zaken as joint and several guarantors in the form attached as Schedule 2.8.3.7 (the "Freestanding Guaranty"). The Freestanding Guaranty, if applicable, shall guarantee the prompt and complete performance of UDP's obligation to substantially complete the Project as provided in this Agreement, as well as payment of all charges, costs and fees for such construction. The Freestanding Guaranty will be subject to all rights and remedies of any construction lender and shall not require LORA or the City to disburse loan proceeds to the borrower or guarantors as a prerequisite to completing construction. Notwithstanding the foregoing, LORA and the City shall be prohibited from enforcing the Freestanding Guaranty unless and until the construction lender has disbursed loan proceeds to the borrower or guarantor if the construction lender is legally required to disburse such funds as a prerequisite to borrower's or guarantors' obligation to complete construction under the loan documents in favor of the construction lender. 2.9 Itemization of Elections Upon Nonoccurrence of Closing Conditions. If any of the conditions stated in Section 2.8 remain unfulfilled to the satisfaction of the benefited Party or Parties on the date scheduled for Closing subject to any extensions that have been mutually agreed to in writing by the Parties(the applicable date being referred to in this Agreement as the "Termination Date"),then such benefited Party or Parties, by providing written notice to the other Party or Parties, may elect to: 2.9.1 Terminate this Agreement, which termination shall become effective sixty (60) days from the date of the terminating Party's written notice to the other Party, unless, prior to the expiration of such 60-day period (the "Fulfillment Period"), the other Party causes such condition or conditions to be fulfilled to the satisfaction of the benefited Party. In the event of a Phased Conveyance, terminate this Agreement as to the property not yet acquired,which termination shall be subject to the other terms and conditions of this Section 2.9.1. If a land use appeal or litigation is pending and has not been fully adjudicated to the satisfaction of either Party,then either Party,by written notice to the other Party prior to the expiration of the Fulfillment Period, may extend the time period for satisfaction of the applicable condition precedent by one additional period of one hundred eighty(180) days; or 2.9.2 Waive any conditions precedent to its obligation to perform under this Agreement and proceed in accordance with the terms hereof; or 2.9.3 Extend the Termination Date by which the other Party may satisfy the applicable condition, if reasonably capable of satisfaction by the other Party, and if the other Party agrees in writing to such extension, which agreement shall not be unreasonably withheld, conditioned or delayed. Upon such extension, the applicable Closing Date shall be extended to a date that is thirty (30) days after satisfaction of such condition precedent. In no case shall the Termination Date be extended beyond the Final Termination Date as set forth in the Schedule of Performance. 2.10 Effect of Termination for Non-Satisfaction of Conditions Precedent to a Closing. If this Agreement terminates or is terminated for non-satisfaction of the conditions precedent to a Closing and neither Party is in default under this Agreement beyond any applicable cure period, then all rights and obligations of the Parties under this Agreement applicable to all or any portion of the North Anchor Properties not already sold by LORA to UDP shall terminate and any Earnest Money Deposit not applied to the Purchase Price shall be promptly returned or refunded to UDP. Notwithstanding the foregoing,the Parties shall be obligated to cooperate in preparing, executing, and recording such documents in the real {01158686;10}} Page 12 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES property records of Clackamas County as may be necessary or desirable to reflect the termination, or partial termination, of this Agreement as to all or portions of the North Anchor Properties. If a Party is in default under this Agreement for non-satisfaction of the conditions precedent to a Closing on the date this Agreement terminates or is partially terminated, then the rights and remedies accruing to the other Party under this Agreement as a result of such default shall survive termination of this Agreement. 2.11 Final Pre-Closing Termination Date. Notwithstanding anything to the contrary set forth in this Agreement and subject to day-for-day delays for (a) each day beyond sixty (60) days that BOLT has not responded to the determination request letter submitted by the parties, which 60 day period shall start on the date the determination request letter is submitted to BOLT, and (b) each day that UDP's Land Use Application Plans are subject to appeal and until such appeal is finally resolved, this Agreement shall automatically terminate on November 30, 2023 should all of the conditions precedent under Section 2.8 not have been satisfied or waived by such date ("Final Termination Date"). With the exception of LORA's obligation to promptly return the Earnest Money Deposit to UDP, if this Agreement is terminated before Closing for failure of satisfaction of a condition precedent without default by either Party,each Party shall be entitled to no further remedy against the other Party. 3. CONDITION OF PROPERTY; ENVIRONMENTAL ACTIVITIES. 3.1 Subsurface, Surface, Building and Environmental Conditions; AS IS Disclaimer and Release. Subject to any representations and warranties of LORA as expressly set forth in this Agreement and in any Closing documents, the sale of the North Anchor Properties (which may also be referred to throughout this Agreement as the "Properties") is and will be made on a strictly "AS IS, WHERE IS, WITH ALL FAULTS" basis, without representations or warranties of any kind or nature, express or implied, by LORA or any of LORA's agents, employees, elected official, managers, or contractors, including but not limited to any representations or warranties concerning physical,seismic,structural, or legal condition,or presence of Hazardous Substances on or under the Properties, or other environmental condition of the Properties, or concerning any legal requirements, utilities, soils, groundwater, expenses, charges, liens or encumbrances, rights or claims against or affecting or pertaining to the Properties or any part thereof. UDP represents and warrants that if the sale closes, except for any representations and warranties of LORA as expressly set forth in this Agreement and in any Closing documents, UDP will acquire the Properties solely on the basis of its investigations and the title insurance protections afforded by the title policy, provided that the foregoing will not limit the effectiveness of any express representations and warranties of LORA under this Agreement. UDP acknowledges that, except for any representations and warranties of LORA set forth this Agreement and in any Closing documents, it is not entitled to rely upon and has not relied on any LORA representation or warranty of any kind with respect to the Properties. Accordingly, except for claims arising from any representations and warranties of LORA set forth in this Agreement or in any Closing documents, and any other obligation of LORA under this Agreement that expressly survives the Closing, UDP hereby unconditionally and irrevocably waives any and all actual or potential claims and rights that may inure to UDP against LORA, and any if its elected officials, officers, managers, employees or agents, regarding any form of representation or warranty, express or implied, relating to the Properties, and completely releases and forever discharges such parties of and from any and all claims and demands whatsoever, known or unknown,which UDP may now have, had or may claim to have against LORA caused by or arising out of the foregoing matters, including, but not limited to, the environmental condition of the Properties. Except for any representations and warranties of LORA set forth this Agreement and in any Closing documents, and without waiving the foregoing, UDP waives its right to recover from and {01158686;10}} Page 13 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES irrevocably releases LORA, its elected officials, officers, managers, employees, agents, successors and assigns from any and all claims, responsibility and/or liability that it may now have or hereafter acquire against any of them for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to the condition, latent or otherwise, and the presence in the soil, structures, surface and subsurface waters of materials or substances that have been or may in the future be determined to be Hazardous Materials under state or federal law, including but not limited to ORS 465.200, CERCLA and RCRA, or otherwise toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Properties under current or future federal state and local laws, regulations or guidelines. 3.1.1 Environmental Disclosures and Additional Environmental Activities. 3.1.1.1 Disclosures, Obligations and Liabilities; Indemnity. (a) Except for any representations and warranties of LORA as expressly set forth in this Agreement and in any Closing documents, LORA makes no representations or warranties about the condition of the North Anchor Properties, including whether the property is materially in compliance with applicable Environmental Standards. With the exception of any Environmental Condition caused by LORA after the date of this Agreement and Claims arising from events occurring during the period of LORA's ownership of the North Anchor Properties, it is the express intent of the Parties to transfer to UDP, at Closing, any liability under the Environmental Standards, or other similar environmental laws,for known or unknown Environmental Conditions on, under or relating to the North Anchor Properties. Subject to Section 3.1.1.1(c) below, UDP hereby agrees to defend, indemnify and hold LORA harmless from any Claims arising from UDP's remediation and abatement of Environmental Conditions at, on or about the North Anchor Properties, including as required by DEQ to obtain a no further action letter, or from UDP's failure to complete or cause the completion of such remediation and abatement of Environmental Conditions. (b) LORA hereby represents and warrants to UDP that it has disclosed to UDP all reports and records in the possession of LORA that pertain to the Environmental Conditions and soil conditions of the North Anchor Properties. In particular, LORA has disclosed the documents listed on Schedule 3.1.1.1, including without limitation the existence of an open Oregon Department of Environmental Quality(DEQ)file (ECSI #1418) relating to the portion of the East Property located at 27 B Avenue/504 N. State Street. LORA has also disclosed to UDP the April 21, 2014, "Pathway to Closure" letter from DEQto LORA relating to ESCI#1418. UDP,at no expense to LORA and as condition to obtaining the Certificate of Completion for the Project(or any portion thereof if the Project is the subject to Phased Conveyances),will obtain and provide LORA a copy of a "No Further Action" letter from DEQ with relation to ESCI #1418 (27 B Avenue/504 N. State Street) and will indemnify and hold LORA harmless from any Claims arising from UDP's failure to obtain such No Further Action letter. UDP shall also be responsible for compliance with all Environmental Standards with respect to any of the North Anchor Properties, including but not limited to compliance with all restrictions, limitations, conditions and obligations imposed by DEQ pursuant to any No Further Action letter, and will assume, indemnify and hold LORA harmless from any and all Claims arising from any failure to comply such restrictions, limitations, conditions and obligations, or to obtain such No Further Action letter. (c) Notwithstanding anything to the contrary set forth in this Agreement, UDP shall have no obligation to indemnify, defend or hold LORA harmless from any Claim arising from: (i)the willful misconduct or negligence of LORA or the LORA Parties; (ii) Environmental Conditions caused {01158686;10}} Page 14 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES by LORA or the LORA Parties after the date of this Agreement; and (iii) Claims arising from events occurring during the period of LORA's ownership of the North Anchor Properties(excluding Claims arising from UDP's remediation and abatement of Environmental Conditions, including as required by DEQ to obtain a no further action letter or from UDP's failure to complete or cause the completion of such remediation and abatement). 3.1.1.2 Environmental Investigation. In addition to reviewing the materials listed on Schedule 3.1.1.1, UDP has (a) completed or will complete prior to Closing Phase I and Phase II environmental characterizations and analyses of the North Anchor Properties and (b) provided or will provide prior to Closing copies of the reports to LORA. 3.2 UDP Right of Entry. In addition to the previously-completed environmental investigations described in Section 3.1.1.2, UDP, upon at least seven (7) calendar day's advance notice to LORA, which notice may be written or oral, may enter upon the North Anchor Properties for the purpose of performing any other reasonable tests, engineering studies, investigations, and other inspections as UDP may deem necessary prior to the Closing Date. However, UDP shall not conduct any tests that require soil analysis, groundwater testing or other invasive tests or investigations without the prior written consent of LORA. Which consent LORA shall not unreasonably withhold, condition or delay. All such tests, studies, investigations, soil tests and other inspections will be conducted at no cost to LORA. Further, UDP, at no cost to LORA, shall repair any damage to the North Anchor Properties caused by UDP's activities under this Section 3.2. UDP will defend, indemnify and hold LORA and City harmless from any claim, costs (including reasonable attorney fees), loss or liability in connection with UDP's entry onto the North Anchor Properties under this Section 3.2, including but not limited to any claim of lien or damage resulting from or arising out of any activities on the North Anchor Properties by UDP, its agents, employees and contractors. For any portion of the North Anchor Properties that is occupied by a tenant, UDP with make appropriate arrangements with LORA regarding the time and duration of UDP's investigations, and UDP will take all reasonable steps to protect the tenant's property and to avoid materially disturbing the tenant. LORA will be entitled to have a representative present at all times during any investigation that might disturb one or more tenants and for communications with tenants. Notwithstanding anything to the contrary set forth in this Agreement, UDP shall have no liability for the discovery of existing conditions on the North Anchor Properties. 4. REPRESENTATIONS AND WARRANTIES; COVENANTS. 4,1 LORA Representations. LORA hereby represents and warrants to UDP as of the Effective Date, and as of the Closing Date of each of the East Property and the West Property,the following,which shall survive each applicable Closing for a period of twelve (12) months: 4.1.1 LORA has the legal power, right, and authority to enter into this Agreement and the instruments referred to herein and to consummate the transactions contemplated herein; and all requisite action has been taken by LORA in connection with entering into this Agreement, the instruments referred to herein, and the consummation of the transactions contemplated herein. No further consent of any creditor, investor, judicial or administrative body, governmental authority, or other party is required except as explicitly set forth in this Agreement. 4.1.2 LORA is not a "foreign person"within the meaning of Section 1445(f)(3)of the Internal Revenue Code of 1986, as amended. {01158686;10}} Page 15 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES 4.1.3 There is no litigation, action, suit, or any condemnation, environmental, zoning, or other government proceeding pending, or to LORA's knowledge, threatened, which may affect the North Anchor Properties or LORA's ability to perform its obligations under this Agreement. 4.1.4 To LORA's knowledge and except as otherwise disclosed in writing to UDP, during LORA's ownership of the North Anchor Properties, the North Anchor Properties have been operated in compliance with all applicable laws, rules, regulations, ordinances and other governmental requirements, including all Environmental Standards (collectively, "Laws"). 4.1.5 To LORA's knowledge, LORA has not received any notice stating that the North Anchor Properties are in violation of any Laws. 4.1.6 LORA is the legal and beneficial fee simple titleholder to the North Anchor Properties. 4.1.7 There are no leases or service contracts that affect the North Anchor Properties that are not terminable at the applicable Closing, and there are no options to purchase the North Anchor Properties or rights of first refusal or offer related to the North Anchor Properties. 4.1.8 This Agreement is a valid, legally binding obligation of and enforceable against LORA in accordance with its terms. 4.1.9 Neither the execution and delivery of this Agreement and documents referred to herein,nor the incurring of the obligations set forth herein, nor the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement and the documents referred to herein conflict with or result in the material breach of any terms, conditions, or provisions of, or constitute a default under any bond, note, or other evidence of indebtedness, or any contract, indenture, mortgage, deed of trust, loan, lease, or other agreements or instruments to which LORA is a party or by which LORA is bound. 4.1.10 No representation or statement of LORA in this Agreement or any of the schedules attached hereto contains any untrue statement of a material fact or omits a material fact necessary to make the representation,warranty, or statement not misleading. 4.1.11 The persons executing this Agreement and the instruments referred to herein on behalf of LORA have the legal power, right and actual authority to bind LORA to the terms and conditions of this Agreement. 4.1.12 Except as disclosed to UDP in writing, LORA hereby represents and warrants to UDP that is has not caused or permitted any Environmental Condition, nor to the best of LORA's actual knowledge, has any generation, manufacture, refinement, transportation, treatment, storage, handling, disposal, transfer or production of Hazardous Substances, or other dangerous or toxic substances or solid wastes except in compliance with Environmental Standards currently in effect, been caused or permitted, and, except as disclosed to UDP, LORA has no notice of, the release of any Hazardous Substances on the North Anchor Properties. 4.1.13 Neither LORA nor the City is, nor will either become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of {01158686;10}} Page 16 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES Foreign Asset Control ("OFAC") of the Department of the Treasury (including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other governmental action and does not, to its actual knowledge, engage in any dealings or transactions or be otherwise associated with such persons or entities. 4.2 UDP Representations. UDP hereby represents and warrants to LORA as of the Effective Date, and as of the Closing Date of each of the East Parcel and the West Parcel,the following, which shall survive each applicable Closing for a period of twelve (12) months: 4.2.1 UDP is a limited partnership duly organized and existing in the state of Oregon and with full authority to do business in Oregon and to enter into and perform this Agreement. 4.2.2 UDP has full power and authority to enter into and perform this Agreement in accordance with its terms and does not require the consent of any third party that has not been secured, and all requisite action (corporate, trust, partnership, membership or otherwise) has been taken by UDP in connection with entering into this Agreement,the instruments referred to herein, and the consummation of the transactions contemplated herein. No further consent of any member, manager, partner, shareholder, creditor, investor, judicial or administrative body, governmental authority, or other party is required. 4.2.3 This Agreement is a valid, legally binding obligation of and enforceable against UDP in accordance with its terms. 4.2.4 Neither the execution and delivery of this Agreement and documents referred to herein, nor the incurring of the obligations set forth herein,nor the consummation of the transactions herein contemplated, nor compliance with the terms of this Agreement and the documents referred to herein conflict with or result in the material breach of any terms, conditions, or provisions of, or constitute a default under any bond, note, or other evidence of indebtedness, or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease, or other agreements or instruments to which UDP is a party or by which UDP is bound. 4.2.5 No representation or statement of UDP in this Agreement or any of the schedules attached hereto contains any untrue statement of a material fact or omits a material fact necessary to make the representation,warranty, or statement not misleading. 4.2.6 The persons executing this Agreement and the instruments referred to herein on behalf of UDP have the legal power, right and actual authority to bind UDP to the terms and conditions of this Agreement. 4.2.7 Neither UDP nor any of its affiliates is, nor will they become,a person or entity with whom U.S. persons or entities are restricted from doing business under OFAC regulations(including those named on OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other governmental action and does not,to its actual knowledge,engage in any dealings or transactions or be otherwise associated with such persons or entities. {01158686;10}} Page 17 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES 4.3 LORA Covenants. LORA hereby covenants and agrees that between the Effective Date and each Closing, LORA shall: (a) maintain reasonable and customary levels and coverages of insurance covering the Property, which may be self-insured; (b) not create or acquiesce in the creation of liens, encumbrances or other exceptions to title including monetary liens, other than the Permitted Exceptions and as expressly allowed under this Agreement; (c) not lease its interest in the Properties or any portion thereof nor any right therein for a term that would extend beyond the date of Closing; (d) not transfer, option,or convey its interest in the Properties or any portion thereof nor any right therein, nor shall LORA enter into or solicit any agreement granting to any person or entity any option to purchase or rights superior to UDP with respect to the Properties or any part thereof; (e) not voluntarily take any action to render any of the representations of LORA set forth in Section 4.1 materially incorrect; and (f) not enter into any maintenance, management, or service agreement that will remain in force and effect after any Closing. 5. PERMITS. UDP will obtain all governmental approvals and permits necessary for the construction of the Project. 6. PUBLIC FUNDING. 6.1 LORA Permit Payments. LORA will pay when due to the City after Closing, or will reimburse to UDP if UDP has paid before Closing, the following building and development permit fees, which the Parties believe are exempt from Oregon prevailing wage laws under ORS 279C.810(a)(B): (a) the land use review application fee for the entire Project; and (b) building permit fees and City System Development Charges ("SDCs") for the core and shell of the Mixed Use Component of the Project to be constructed on the East Property, as itemized in Schedule 6.1 (collectively,the "LORA Permit Payments"). The Parties believe the LORA Permit Payments are not "funds of a public agency" under Oregon statutes and therefore should not subject to the Project to Oregon prevailing wage laws. Any portion of the LORA Permit Payments that is a reimbursement to UDP for fees paid before Closing will be paid at Closing, contingent upon satisfaction of all contingencies to Closing stated in Section 2.8. LORA will have no obligation to pay or reimburse any fees if Closing does not occur. In the event of Phased Conveyances, LORA will reimburse the land use application fee for the Project at the first Closing and will reimburse the building permit fees and SDCs for the Mixed-Use Component at the Closing for the conveyance of the East Property. If for any reason the City determines a refund of SDCs or other building and development permit fees attributable to the Mixed-Use Component of the Project is due and LORA has paid such fee or reimbursed UDP for the cost of such fee (or UDP has not yet paid such fee), the refund will be paid to LORA, and UDP hereby assigns such refunds to LORA. Subject to the immediately preceding sentence, UDP hereby assigns to LORA any rights or claims to a refund of the SDCs or other building and development permit fees attributable to the Mixed-Use Component of the Project that it may have if and to the extent UDP has not paid such fee and has not received reimbursement from LORA for such fee. Any such refund will reduce the amount of the total LORA Permit Payments to be paid or reimbursed by LORA under this Agreement on a dollar-for-dollar basis. 6.2 LORA Construction Payment. LORA will pay to UDP a sum not to exceed $749,000 (the "LORA Construction Payment") within ten (10) days after the City issues a TCO for the Mixed-Use Component that allows occupancy of the entire structure, including spaces to be leased. However, if UDP Commences Construction of the Hotel Component after Commencement of Construction on the Mixed- Use Component but before a TCO is issued for the Mixed-Use Component, the LORA Construction Payment will be paid within ten (10) days after Commencement of Construction of the Hotel Component. {01158686;10}} Page 18 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES 6.3 Public Funding Cap. The total amount of the LORA Permit Payments and the LORA Construction Payment combined shall not exceed the sum of $2,000,000 for the entire Project. For example, if LORA pays or reimburses LORA Permit Payments in an amount equal to $1,400,000,then the LORA Construction Payment will be reduced dollar for dollar from $749,000 to $600,000 so that the total amount of public funding does not exceed $2,000,000. To ensure that the Project qualifies for the exemption in ORS 279C.810(2)(c)(D), in no event shall the LORA Construction Payment exceed $749,000. 7. REDEVELOPMENT. 7.1 Description of Project. The Project will consist of two components to be constructed by UDP on the North Anchor Properties as described in subsections 7.1.1 and 7.1.2 below and as shown on the Land Use Application Plans, and the approved Land Use Approved Plans. 7.1.1 Hotel Component. The "Hotel Component" will consist of seventy (70) to eighty (80) keys in a high-quality boutique hotel constructed on the West Property, together with not less than sixty(60) parking spaces, and with food service on the hotel property. 7.1.2 Mixed Use Component. The "Mixed Use Component" will consist of two buildings which will include: 7.1.2.1 A total of sixty (60) to seventy (70) residential apartment units. At least ten percent (10%) of the units, but not fewer than eight (8) units, will be restricted to Workforce Housing for a period of fifty(50)years from the date of the applicable TCO (the "Compliance Period").As used in this Agreement,"Workforce Housing"means residential units that are continuously rented,leased or available for lease to persons or households whose incomes are eighty percent (80%) or less of area median family income as published annually by the U.S. Department of Housing and Urban Development for the Portland-Vancouver-Hillsboro MSA ("MFI"). Tenants must meet the foregoing affordability requirements upon commencement of their applicable leases but may exceed the affordability requirement by up to twenty percent (20%) during the Compliance Period (i.e., tenants who qualify for eighty percent (80%) of MFI at execution of a lease may earn up to one hundred percent (100%) of MFI while living in the Workforce Housing unit). UDP shall submit to LORA an annual certification of rental and household incomes for each of the Workforce Housing Units. 7.1.2.2 A total of seventy-five (75)to ninety-five (95) parking spaces; and 7.1.2.3 A total of 5,500 to 6,500 square feet of ground floor commercial space with uses limited to those listed on Schedule 8.3.2.1.The commercial space on the corner of First Avenue and B Street shall be further limited to retail,restaurants,or food and beverage service,except as provided by Section 8.3.2. 7.2 Project Completion. Subject to the terms and conditions of this Agreement, including Unavoidable Delay, UDP covenants to (a) complete the Project by causing the construction of all improvements, including without limitation the Hotel Component,the Mixed-Use Component and on-site and off-site street, sidewalk and utility improvements, all as described in the Final Construction Plans and Specifications, and (b) comply with the Schedule of Performance. 7.3 Sustainability and Diversity. UDP will use commercially reasonable efforts in good faith {01158686;10}} Page 19 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES to: 7.3.1 Obtain Leadership in Energy and Environmental Design ("LEED") for Homes Silver Certification for the Mixed Use Component from the U.S. Green Building Council; 7.3.2 Establish and meet Energy Star Certification sustainability goals for the Hotel Component; and 7.3.3 Utilize firms certified by the Oregon Certification Office for Business Inclusion and Diversity("COBID"),which includes certification as any or all of a Minority Business Enterprise, a Women Business Enterprise, an Emerging Small Business, a Service Disabled Veteran, or a Disadvantaged Business Enterprise, for construction work on the Project in an amount equal to or greater than twenty percent (20%) of hard construction costs; provided, however, that LORA acknowledges that COBID firms are not available for all portions of the work. Prior to Closing,the parties shall agree on the portions of the construction work that may be excluded from the 20% calculation. 7.4 No LORA Control Over Construction. Except as described in this Agreement, and as required for compliance review with any City permits, neither LORA nor the City shall exercise any control over the construction of the Project. 7.5 Indemnity for Construction Liability. UDP will cause its general contractor to indemnify, defend and hold LORA and the City, their Council, Board, officers and employees harmless from all third- party claims, costs (including attorneys' fees), expenses and liabilities seeking damages for bodily injury, death or property damage resulting from the performance of the general contractor and its subcontractors to the extent the bodily injury, death or property damage was caused by the intentional or negligent acts or omissions of the general contractor or it subcontractors. Such indemnity may be contained in the contract executed for construction of the Project. 7.6 LORA Construction and Design Specifications for Rights-of Way. LORA shall provide or cause to be provided to UDP all available design and construction specifications for the right-of-way improvements described in the Land Use Application Plans.The specifications shall be provided to UDP at the time required by the Schedule of Performance. 7.7 UDP Plans, Drawings and Related Documents. UDP shall submit the Land Use Application Plans for the Project (including without limitation the Hotel Component, the Mixed-Use Component, and all on-site and off-site street and utility improvements), to the City for development review and approval in accordance with the Schedule of Performance.All other elements required by the City to be submitted for development review shall be consistent with the Land Use Application Plans. After completing the land use and design review approval process and after obtaining LORA's approval of the Land Use Approved Plans as being materially consistent with the Land Use Application Plans, UDP shall prepare and submit Final Construction Plans and Specifications to LORA staff for review and approval for material consistency with the Land Use Approved Plans. The Land Use Approved Plans and the Final Construction Plans and Specifications are referred to in Section 7.7 as the "Plans." {01158686;10}} Page 20 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES 7.8 Changes in Approved Plans. 7.8.1 UDP Elective Change in Plans. If UDP desires to make a change to any LORA- approved Plans that alters the exterior layout or the scope of the Project,materially changes the exterior Project design, materially changes any approved materials, requires review under City Code,or violates a specific requirement of this Agreement, UDP must submit the proposed change in advance to the LORA Executive Director for approval, which approval shall be given or withheld in accordance with Section 14.21 below. UDP acknowledges and agrees that it also may be required to secure separate regulatory approvals from the City of such changes as required by City Code after the LORA Executive Director has approved the change. 7.8.2 Change in Plans Required for Regulatory Approval. If a change in LORA- approved Plans is required or suggested by the City as required to secure a regulatory approval decision from the City, including where a change in the Plans is required as a condition of approval, UDP and the LORA Executive Director shall jointly review the change(s) to determine consistency with Section 7.1, the Lake Oswego Urban Design Plan for the East End("Urban Design Plan"),the East End Redevelopment Plan (the "EERP"), and the objectives of the Project as set forth in the RFP (the "RFP objectives"). If the LORA Executive Director reasonably determines that the change(s) are consistent with Section 7.1,the Urban Design Plan, EERP, and RFP objectives, then the LORA Executive Director shall administratively approve the change(s) in the Plans. If the LORA Executive Director reasonably determines that the change(s) are not consistent with Section 7.1,the Urban Design Plan,the EERP, and the RFP objectives, then UDP will have a reasonable time (and an extension of any deadlines under this Agreement) to redesign the Project in order to address such inconsistency and work with the City and LORA on a solution. Each of LORA and UDP agree to work diligently and in good faith to find a financially feasible solution. If the inconsistency persists after such redesign and work with the City and LORA, and the change(s) are required to secure a final regulatory approval, as defined below,then the change(s) shall be presented to the LORA Board for review. If, in the LORA Board's discretion, the Board finds that the change(s) are consistent with the Urban Design Plan and the EERP but not Section 7.1 or the RFP objectives, the Board may elect to approve the change(s) and accordingly modify Section 7.1 for consistency with the change(s). If (a) the LORA Board does not so elect, or (b) the LORA Board determines that the change(s) are not consistent with Section 7.1 (and the Board elects not to modify Section 7.1), the Urban Design Plan, or the EERP, then this Agreement shall be terminated, UDP shall promptly receive the return of its Earnest Money Deposit,and LORA shall reimburse out-of-pocket costs actually incurred by UDP to design the Project or any applicable Component of the Project,as applicable. In determining whether a change in LORA-approved Plans is "required to secure a final regulatory approval decision" from the City, a decision shall be considered required for"final" approval only after UDP has exhausted any available appeals (including any land use appeal to the City Council by UDP of any Development Review Commission decision and a final decision from the City Council) unless the necessity for land use appeal to the City Council is waived by the LORA Executive Director and UDP. 7.9 Inspection Access. 7.9.1 Before Closing. Intentionally Omitted. 7.9.2 After Closing and During Construction. Subsequent to the Closing and until construction of the improvements have been completed thereon, the work of UDP shall be subject to access at all reasonable times for inspection by representatives of LORA and City for compliance with this Agreement and the approved Plans, provided that LORA and the City shall: (a) not conduct such {01158686;10}} Page 21 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES inspections more frequently than monthly unless UDP is in default under this Agreement beyond any applicable cure period; (b) not unreasonably interfere with such work; and (c) give UDP at least forty- eight (48) hours prior notice of such inspection to allow UDP to coordinate such inspection with the general contractor and subcontractors on the job site(s). 7.10 Insurance; Prevailing Wage Indemnification. 7.10.1 Insurance. UDP shall maintain and UDP shall require its construction contractor and any of its subcontractors to maintain, at least through the date of issuance of a Certificate of Occupancy for the completed Project, occurrence form commercial general liability and automobile liability insurance for the protection of UDP, LORA and the City,and their Council members, Board members,officers, agents and employees. Comprehensive General Liability Insurance shall cover Bodily Injury and Property Damage on an "occurrence" form (CG 2010 1185 or equivalent) including contractual liability occurring in the course of or in any way related to UDP's or the construction contractor's operations, in an amount not less than$2,000,000 each occurrence and$3,000,000 general aggregate. Automobile Liability coverage shall be written in an amount not less than $1,000,000 combined single limit. All coverage limits may be fulfilled through underlying coverage limits aggregated with excess or umbrella liability coverage limits. Additional Insured coverage under the construction contractor's Commercial General Liability Policy shall be provided by endorsement. Additional insured coverage shall be for both on-going operations via ISO Form CG 2010 or its equivalent, and products and completed operations via ISO Form CG 2037 or its equivalent. Waiver of Subrogation endorsement via ISO form CG 2404 or its equivalent shall be provided. The following shall be included as additional insureds: The City of Lake Oswego, and the Lake Oswego Redevelopment Agency, their elected and appointed officials, Council, Board, officers, agents, employees, and volunteers. Certificates of insurance for UDP's coverage shall be provided to LORA and the City at or prior to Closing. Certificates for UDP's construction contractor's coverage shall be provided to LORA and the City prior to Commencement of Construction. The insurance certificates shall provide for at least 30 days' notice to LORA and the City of any cancellation or material modification of the insurance contracts, such as changes in limits or coverage to the extent such notice requirement is commercially available. 7.10.2 Prevailing Wage Indemnification. Prior to Closing, UDP will have determined to its satisfaction, by receipt of a favorable determination from BOLT,that construction of the Project is not subject to ORS 279C.800-870 ("Prevailing Wage Requirements"), and UDP is not relying upon any representation or warranty of LORA or the City in that regard. UDP will indemnify, defend (at LORA or the City's request), and hold harmless LORA and the City from and against all claims, costs (including attorney fees), expenses, losses, damages and liabilities whatsoever arising from or in connection with any determination that the Project is,following BOLI's pre-determination letter, nevertheless subject to Prevailing Wage Requirements because UDP obtains public funds other than as provided in Sections 6.1 and 6.2, takes action contrary to the facts that are the basis of the BOLT determination, or UDP agrees to use prevailing wage labor. 7,11 Certificate of Completion. 7.11.1 When UDP Entitled to Certificate of Completion. If the North Anchor Properties are transferred in a single conveyance, when construction of the entire Project is complete and the City has issued its Certificate of Occupancy with respect to the Project and accepted the right- of-way improvements required under this Agreement, LORA will furnish UDP with a "Certificate of Completion". If the Phased Conveyance alternative is elected under Section 2.2, LORA will furnish a {01158686;10}} Page 22 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES separate Certificate of Completion for each Component of the Project when construction of the applicable Component is complete.The Project or Component will be deemed to be "complete"when: (a)the City has signed off on completion of all conditions in the land use approval required for occupancy of the Project or Component,provided, however,that,for conditions in the land use approval related to public improvements or improvements in the public right of way, such conditions will be considered complete upon the City confirming such condition is complete to the extent located on the frontage of the relevant Component; (b)the City Building Official has issued a certificate of occupancy with respect to all aspects of the construction of the Project or Component; and (c) UDP has obtained a No Further Action letter from DEQ in relation to ESCI #1418 (27 B Avenue/504 N. State Street). 7.11.2 Meaning and Effect of Certificate of Completion. The Certificate of Completion shall mean and provide that no Mortgagee or party acquiring or leasing any portion of the Project(or the applicable Component)or any improvement on the North Anchor Properties(or the West Property or East Property, as applicable) shall have any obligation to LORA under this Agreement with respect to the construction of the Project or payment of costs related thereto. Failure or refusal of LORA to issue a required Certificate of Completion within thirty (30) days of UDP's request therefor shall not prevent UDP from occupying and operating the Project or component pursuant to the terms of the City's certificate of occupancy. 7.11.3 Form of Certificate of Completion; Procedure Where LORA Refuses to Issue. The Certificate of Completion will be in the form attached as Schedule 7.11.3 enabling it to be recorded with the County Clerk of Clackamas County, Oregon. If LORA refuses or fails to timely provide a Certificate of Completion in accordance with the provisions of this Section 7.11, LORA,within thirty(30) days after a written request from UDP for such Certificate of Completion, will provide UDP with a detailed written statement indicating in adequate detail in what respects UDP has failed to complete the Project or Component in accordance with the provisions of this Agreement or is otherwise in default. The written statement will further state the measures or acts necessary, in LORA's reasonable determination,for UDP to take or perform to obtain the Certificate of Completion. Upon receipt of such statement from LORA, UDP shall complete the improvements or cure the alleged default in a manner responsive to the stated reasons for disapproval, or UDP may submit to arbitration, under Section 10.6, the issue of whether LORA has unreasonably withheld or conditioned issuance of the Certificate of Completion. 8. SPECIAL COVENANTS AND CONDITIONS. 8.1 Use and Scheduling. 8.1.1 Lawful Use. UDP shall use the North Anchor Properties exclusively for lawful uses, subject to the requirements and limitations of this Agreement. 8.1.2 Scheduling. Subject to Unavoidable Delay, LORA and UDP covenant and agree that they will perform all obligations listed in the Schedule of Performance within the times specified in the Schedule. 8.2 Key Personnel,Staffing and Operation of Project and Construction Management. At all times during the term of this Agreement, UDP shall cause Daniel Eric Cress and Avraham Ben-Zaken to be actively involved in the oversight and management of the design and construction of the Project and, until a transfer in accordance with Section 9 below that results in the release of UDP, UDP's activities under {01158686;10}} Page 23 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES this Agreement. UDP shall retain Hacker Architects to design and R&H Construction to build the Project. 8.3 Use of North Anchor Properties. UDP covenants on behalf of itself and its successors and assigns: 8.3.1 Hotel Component. For a period of not less than five (5) years following the City's issuance of TCO,the building designated in the Land Use Application Plans and constructed on the West Property as the Hotel Component shall be used only as a Boutique Hotel. 8.3.2 Mixed Use Component. 8.3.2.1 Commercial Uses in Ground Floor, Except Corner Space. The ground floor spaces designated as "commercial" on the Land Use Application Plans for the Mixed Use Component(Parcels B and C) shall at all times be limited to those uses listed in Schedule 8.3.2.1. 8.3.2.2 Commercial Uses in Corner Space. UDP will use commercially reasonable efforts to lease the commercial space on the corner of First Avenue and B Street (the "Corner Space")to a retail, restaurant, or food and beverage service tenant to the extent economically viable for the Mixed-Use Component(the "Corner Space Tenants"). Notwithstanding the above, if UDP provides to the LORA Executive Director (a) evidence that it has diligently, but unsuccessfully, sought Corner Space Tenants for the Corner Space for a period of not less than eighteen (18) months, and (b) a list of tenants that it has unsuccessfully been in discussions with regarding occupancy in the Corner Space,then the LORA Executive Director shall allow UDP to lease the Corner Space for the following uses for a term (inclusive of rights to renew) not to exceed ten (10)years: • Office (Business or Professional) • Financial Institutions • Medical and Dental • Fitness Upon termination of any such lease, UDP shall again be subject to the limitation under this subsection, such that uses by Corner Space Tenants shall be limited to retail, restaurant, or food and beverage service unless and until UDP shall have unsuccessfully again sought Corner Space Tenants subject to such use limitations in accordance with this Section 8.3.2. The remainder of the Mixed-Use Component shall at all times be limited to residential units and parking, with the Workforce Housing units being subject to the provisions of Section 7.1.2,which Workforce Housing provisions shall be set forth in the CC&Rs. 8.3.3 Progress Reports. 8.3.3.1 Commercial Spaces in Mixed Use Component. UDP will keep LORA apprised of the progress of the initial leasing activity for the ground floor spaces in the Mixed-Use Component by providing quarterly progress reports (and at the written request of LORA shall provide progress reports once every calendar month). The reports will include the name and type of business of each tenant, the amount of space to be occupied by the tenant, the lease commencement date, and the lease term. LORA acknowledges and agrees that information required under this Section will be submitted to LORA in confidence. LORA further agrees not to disclose the information except in accordance with Section 8.5 below. 8.4 Binding Covenants. The Parties agree that all of the covenants and obligations of both {01158686;10}} Page 24 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES Parties under this Agreement that by their nature are intended to and should survive closing, including, as an example and not for purposes of limitation, the covenants set forth in subsection 3.1.1.1, Sections 7.1, 7.2, 8.1, 8.2, and 8.3, Section 10.4.1 and Section 14.16, shall survive closing and be binding on the Parties and their respective Affiliates, successors and assigns. 8.5 Confidentiality. To the extent permitted by law, including without limitation Oregon Public Records Law (ORS 192.311 et seq.), LORA shall preserve the confidentiality of all written communications between the parties and documents that are labeled "confidential" and all proprietary information submitted to LORA by UDP, including, without limitation, the names and other information relating to the prospective tenants, budgets, proformas and other financial information, equity commitments, financing commitments of lenders and equity partners, and leasing progress reports. However, such confidentiality will not guarantee that such material will not be subject to a public records request and subsequent disclosure.LORA will inform UDP of any and all public records requests that would involve material received from UDP, so that UDP may participate in seeking any available legal protection of the material. If LORA receives a Public Records request for material that is confidential under this Section 8.5, LORA will notify UDP's attorney in writing before complying with such request and will provide UDP with a reasonable time within the statutorily prescribed time period for Public Records responses,to assert to LORA and discuss with LORA's counsel legal arguments as to whether such records fall within an exemption to the Public Records Law. LORA will work cooperatively with UDP to protect confidential information to the extent that LORA reasonably believes an exemption to the Public Records Act applies. The following will not be deemed "confidential" for purposes of this Section 8.5: (a) material, data or information that was known to LORA prior to its receipt from UDP; or (b) material, data or information that is generally available to the public or that has been obtained from a third party having the right to disclose the same. 9. ASSIGNMENT. 9.1 Restrictions on UDP Transfer. Primarily because of the location of the Project within the redevelopment area and the existing relationship between LORA and UDP,the qualifications and identity of UDP are of particular importance to the community and LORA. UDP recognizes that it is because of its qualifications and identity that LORA is entering into this Agreement and, in so doing, LORA is further accepting and relying on the obligations of UDP for the faithful performance of all undertakings and covenants to be performed under this Agreement. For these reasons,except as provided in Sections 9.2.1. and 9.2.2, UDP shall not partially or wholly assign, dispose of, or agree to assign or dispose of UDP's interest in the North Anchor Properties nor shall UDP partially or wholly transfer its interests in this Agreement without the prior written approval of LORA, which approval shall not be unreasonably withheld, conditioned or delayed. This restriction on transfer shall apply until the following occur, at which time UDP may freely transfer the Property or its interest in this Agreement without need for LORA's consent: 9.1.1 With respect to the Mixed-Use Component,the earlier of the following: 9.1.1.1 When the residential units are at least 90%leased and the commercial space is at least 50% leased; or 9.1.1.2 Five (5) years after the date the City has issued TCO for the entire building constituting the Mixed-Use Component and the commercial spaces are available for lease. {01158686;10}} Page 25 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES 9.1.2 With respect to the Hotel Component,three(3)years after the date the hotel opens for business and any leasable spaces in the hotel building have been leased. 9.2 Exceptions to Restrictions on UDP Transfer. Notwithstanding the general prohibition against transfer in Section 9.1, UDP may assign or transfer its interest in the Mixed-Use Component or the Hotel Component or both under either of the following two circumstances: 9.2.1 Upon LORA providing written consent to a transfer based upon LORA's satisfaction that the following criteria are met: 9.2.1.1 The transferee has financial wherewithal that is equal to or better than that of UDP; and 9.2.1.2 The transferee has at least ten (10) years of experience in the successful leasing and operation of multi-family residential or boutique hotel projects similar to the Mixed-Use Component or Hotel Component, as applicable; or 9.2.2 Without need for LORA's consent if the transfer is to an entity,the day-to-day management of which is controlled by UDP or by either or both of Daniel Eric Cress and Avraham Ben- Zaken, through ownership, or voting or contractual management rights; provided, however, that UDP shall only be released from its obligations when LORA has confirmed in accordance with Section 2.8.3.6 that the transferee entity has the financing in place to complete construction of the Project. 9.3 Transferee's Assumption of Obligations. For any transfer under Sections 9.2.1 and 9.2.2, the proposed transferee shall expressly assume all of the obligations of the transferor under this Agreement that are applicable to the portion of the Project being assigned and agree to be subject to all the conditions and restrictions to which the transferor is subject. 9.4 Approved UDP Transfers. Notwithstanding anything to the contrary set forth in this Section 9, LORA hereby consents to: 9.4.1 The collateral assignment of this Agreement to a Mortgagee and any Mortgage(s)which UDP may cause to attach to the Properties solely in connection with financing related to the Properties or the improvements thereon; provided, however: 9.4.1.1 Except as provided in Section 10.4, the terms of this Agreement, including without limitation all covenants, easements and obligations shall not be subordinated to such mortgage; 9.4.1.2 The loan documents shall provide that any person acquiring an interest in the Project as a result of the sale, assignment or other transfer of the Mortgagee's interest, including a transfer of title as a result of foreclosure, shall be subject to the terms of this Agreement; and 9.4.1.3 LORA shall have the right to cure under UDP's loan documents to the same extent and for the same period of time provided to UDP; provided, however,that the party selected by LORA to cure any failure of performance (other than a failure to perform a monetary obligation) shall be subject to the approval of the Mortgagee in its reasonable discretion. {01158686;10}} Page 26 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES 9.4.1.4 The funds advanced to UDP or on its behalf pursuant to such mortgage(s) do not exceed an amount representing the funds advanced to UDP for the purposes of designing and building this Project, including any interest reserves,tax and insurance reserves and other carrying charges required by the mortgagee. Each and every provision of this Section 9.4 shall be subject to the Mortgagee protections provisions in Section 10.4 below. 10. DEFAULT; REMEDIES. 10.1 Default/Cure. 10.1.1 Default by UDP. The following shall constitute defaults on the part of UDP: 10.1.1.1 Subject to Unavoidable Delay, the breach of a provision of this Agreement in any material respect, whether by action or inaction, which continues and is not remedied within thirty (30) days after LORA has given written notice to UDP specifying the breach; provided that if such breach cannot with due diligence be cured within a period of thirty (30) days, UDP will have up to two hundred forty (240) additional days to cure the breach, and in such event the breach will not constitute a default so long as UDP diligently proceeds to affect a cure and the cure is accomplished within the additional 240-day period; or 10.1.1.2 Any assignment by UDP for the benefit of creditors,or adjudication as a bankrupt,or appointment of a receiver,trustee or creditor's committee over UDP to the extent any such proceeding is not dismissed within sixty (60) days. 10.1.2 Default by LORA. Each of the following shall constitute an event of default on the part of LORA: 10.1.2.1 Subject to Unavoidable Delay, LORA will be in default under this Agreement if it breaches any of the provisions of this Agreement in any material respect, whether by action or inaction, and such breach continues and is not remedied within thirty (30) days after UDP has given written notice to LORA specifying the breach; provided that if such breach cannot with due diligence be cured within a period of thirty(30)days, UDP shall allow LORA up to two hundred forty(240)additional days to cure the breach, and in such event the breach shall not constitute a default so long as LORA diligently proceeds to affect the cure and the cure is accomplished within the additional 240-day period. LORA, in its proprietary capacity under this Agreement, shall have no liability of any nature whatsoever, and UDP shall have no recourse against LORA in such capacity, for regulatory change which take effect during the development and construction of the Project. 10.2 Remedies Before Closing. In the event any one or more of the Parties default prior to Closing, the non-defaulting Party or Parties will have the following remedies: 10.2.1 If LORA defaults by failing to proceed to Close the conveyance of the Properties, or in the case of Phased Conveyances, any one of the Properties, as required under this Agreement absent any default by UDP and Without Valid Reason, UDP will have one of the following as its exclusive remedy: {01158686;10}} Page 27 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES 10.2.1.1 UDP may terminate this Agreement as to the Properties, or, in the event of Phased Conveyances, the property not yet acquired. LORA will reimburse UDP for up to $1,000,000 of its pre-Closing actual out of pocket costs incurred with respect to the Project within thirty (30) days of receiving from UDP reasonable written evidence of such costs. If, however, one of the Properties has been acquired, and the termination is only as to the Property not yet acquired, the pre- Closing out of pocket costs to be reimbursed shall be limited to (a) costs that are specific and unique to the Project component contemplated by this Agreement for the unacquired Property, plus (b) costs reasonably allocated to the applicable Project component (e.g., on a square footage basis). 10.2.1.2 As an alternative to the remedy under Section 10.2.1.1 above, UDP may bring an action for specific performance of this Agreement. 10.2.2 As used in this Section 10.2,the term "Without Valid Reason" means a refusal by LORA to Close a conveyance in bad faith, without a legal basis for doing so, for political or strategic reasons, because of a desire to negotiate with a different developer or achieve a different project or purchase price, or for similar reasons. Without expanding the foregoing limited scope of the term, and only for the purpose of providing examples, "Without Valid Reason" does not include failing to satisfy a condition precedent to Closing for reasons that are outside LORA's reasonable control or failing to satisfy a condition precedent to Closing despite LORA's commercially reasonable and diligent efforts to satisfy the condition. As a further example, "Without Valid Reason" does not include a failure to cause the removal of a tenant or occupant of any portion of the North Anchor Properties within the time specified in the Schedule of Performance despite LORA's commercially reasonable and diligent efforts made in good faith,for reasons including but not limited to an occupant's failure to comply with orders to vacate by LORA or a court; litigation challenging vacation notices, orders or process; adverse court rulings or orders; or appeals. 10.2.3 If LORA defaults by failing to proceed to Close the conveyance of the Properties, or in the case of Phased Conveyances, any one of the Properties, as required under this Agreement for reasons other than "Without Valid Reason" as defined in Section 10.2.2, UDP's exclusive remedy shall be one of the following: 10.2.3.1 UDP may terminate this Agreement as to the Properties, or the portion of the Properties not yet acquired, and LORA will reimburse the Earnest Money Deposit to UDP and will also reimburse up to $50,000 of UDP's pre-Closing actual out of pocket costs within thirty (30) days of receiving from UDP reasonable written evidence of such costs. If, however, one of the Properties has been acquired, and the termination is only as to the Property not yet acquired,the pre-Closing out of pocket costs to be reimbursed shall be limited to (a) costs that are specific and unique to the Project component contemplated by this Agreement for the unacquired Property, plus (b) costs reasonably allocated to the applicable Project component (e.g., on a square footage basis); or 10.2.3.2 UDP may bring an action for specific performance. 10.2.4 If UDP defaults by failing to proceed to Close the conveyance of the Properties, or in the case of Phased Conveyances, any one of the Properties, as required under this Agreement absent any default by LORA, LORA may retain the Earnest Money Deposit as its sole and exclusive remedy. 10.3 Post-Closing Remedies. {01158686;10}} Page 28 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES 10.3.1 In the event UDP defaults after Closing, LORA may terminate UDP's rights under this Agreement as to any Property not yet acquired, bring an action to specifically enforce UDP's obligations under this Agreement, or seek monetary damages against UDP. In addition, LORA or the City may enforce the terms of the completion guaranty provided under Section 2.8.3.6(a). 10.4 Mortgagee Provisions. 10.4.1 Mortgagee Not Obligated to Construct. Notwithstanding any of the provisions of this Agreement, none of a Mortgagee, its designee for purposes of acquiring title at foreclosure, a purchaser at a foreclosure sale, or a party who purchases from a Mortgagee shall be obligated by the provisions of this Agreement to construct or complete the Project or any portion or component thereof or to guarantee such construction or completion. Nothing in Section 10.4.1 or any other Section or subsection or provision of this Agreement shall be deemed or construed to permit or authorize any such Mortgagee to devote the North Anchor Properties or any part thereof to any uses, or to construct any improvements thereon, other than those uses or improvements provided or permitted by this Agreement.All improvements constructed by such Mortgagee shall be consistent with and conform to the terms and conditions of this Agreement. 10.4.2 Copy of Notice of Default to Mortgagee. Whenever LORA shall deliver any notice or demand to UDP with respect to any breach or default by UDP in its obligations or covenants under this Agreement, LORA shall at the same time forward a copy of such notice or demand to each Mortgagee allowed under this Agreement at the last address of such holder shown in the records of LORA. 10.4.3 Mortgagee's Option to Cure Defaults. After any default in or breach of this Agreement by UDP, or its successor in interest, each Mortgagee shall have the right after the failure of UDP to cure or remedy said default or breach, at its option, to cure or remedy such breach or default within one hundred eighty (180) days, and if permitted by its loan documents, to add the cost thereof to the Mortgage debt and the lien of its Mortgage. If the breach or default is with respect to construction of the improvements, nothing contained in this subsection or any other subsection of this Agreement shall be deemed to prohibit such Mortgagee,either before or after foreclosure or action in lieu thereof, from undertaking or continuing the construction or completion only of the Project, provided that the Mortgagee notifies LORA in writing of its intention to complete the Project or portion thereof according to the approved Final Construction Plans and Specifications and the provisions of this Agreement. Any Mortgagee who shall properly complete the Project improvements shall be entitled to issuance of a Certificate of Completion, upon written request made to LORA. For clarity, a Mortgagee's cure period does not run concurrently with UDP's cure period but begins and ends after UDP's cure period. 10.4.4 Amendments Requested by Mortgagee. LORA shall execute amendments to this Agreement or separate agreements to the extent reasonably requested by a Mortgagee proposing to make a loan to UDP secured by a security interest in all or any portion of the Properties or the Project to be built thereon; provided that such proposed amendments or other agreements do not materially and adversely affect the rights of LORA under this Agreement, and further do not lessen the benefit of essential terms of this Agreement to LORA and the City, including but not limited to Schedule of Performance (Schedule 1.35), financial requirements of UDP for the benefit of LORA (Section 2.8.3.6), completion guaranty (Section 2.8.3.7), LORA Permit Payments (Section 6.1), Redevelopment/Description of Project (Section 7.1), Special Covenants and Conditions/Use and {01158686;10}} Page 29 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES Scheduling and Use of North Anchor Properties (Sections 8.1, 8.3), Assignment (Section 9), priority of this Agreement over a mortgage (Section 9.4.1.1), and as reasonably determined by the Executive Director of LORA, or if the Director determines that LORA Board approval is needed, as determined by the LORA Board in its sole and absolute discretion. 10.5 Force Majeure. 10.5.1 Delays During Arbitration. From the date of execution of this Agreement to the Closing Date neither LORA, nor UDP, as the case may be, nor any successor in interest shall be considered in breach of or default in its obligations created hereunder or progress in respect thereto, in the event of and for the period of enforced delay in the performance of such obligations due to arbitration under to Section 10.6; provided, however, that the extension provided for herein shall not extend the date of Closing beyond the Final Termination Date, except that the Parties may agree to a later date for Closing. 10.5.2 Unavoidable Delays. From the Effective Date, neither LORA, nor UDP, as the case may be, nor any successor in interest, shall be considered in breach of or default in its obligations with respect to any obligations created hereunder or progress in respect thereto except the obligation to pay money (but not the Purchase Price if Closing is delayed), in the event of enforced delay in the performance of such obligations due to unforeseeable causes beyond its control and without its fault or negligence ("Unavoidable Delay"), including but not limited to acts of God, or of the public enemy, acts of the Government, election results, acts of the other Party, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, earthquake, explosion, mob violence, riot, inability to procure or general sabotage or rationing of labor, equipment, facilities, sources of energy, material or supplies in the open market, litigation or arbitration involving a Party or others relating to zoning or other governmental action or inaction pertaining to the Project, litigation or court rulings preventing or delaying the ability to remove a tenant or other occupant of the North Anchor Properties, malicious mischief, condemnation, and unusually severe weather or delays of suppliers or subcontractors due to such causes or any similar events and/or occurrences beyond the control of LORA or UDP (excluding lack of funds, but before an applicable Closing, including the inability to obtain equity or debt financing on commercial reasonable terms acceptable to UDP); it being the purpose and intent of this provision that in the event of the occurrence of any such Unavoidable Delay the time or times for performance of the obligations of LORA or UDP,as the case may be,shall be extended for the period of the Unavoidable Delay; provided,that the Party seeking the benefit of the provisions of this subsection shall,within thirty (30) days after the Party becomes aware of or reasonably should have become aware of the causes of any such Unavoidable Delay, have first notified the other Party in writing of the cause or causes thereof and the estimated time of correction. Except as expressly set forth in this Agreement, any action or failure to act by a Party pursuant to this Agreement which is not due to Unavoidable Delay shall not excuse the performance hereunder by that Party. 10.6 Dispute Resolution. UDP and LORA shall endeavor to resolve all disputes, issues and other matters in question between them by first escalating the dispute, issue or matter to the principals of UDP and the Executive Director of LORA. Either Party may provide written request to the other Party to meet, in which case a meeting shall occur within thirty(30) calendar days of receipt of the request. At the meeting, the Parties will attempt to achieve resolution of the dispute, issue or other matter. If resolution is not achieved at the meeting,then the Parties shall proceed to mediation with the Arbitration Service of Portland, Inc. ("ASP"), and either Party may file for such mediation. If mediation does not resolve the dispute,then the Parties shall proceed to arbitration with the Arbitration Service of Portland, {01158686;10}} Page 30 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES Inc. ("ASP"), and either Party may file for such arbitration. The mediation and arbitration will be conducted in accordance with ASP's rules and procedures, by one neutral mediator/arbitrator appointed in the manner provided for in said rules, which arbitrator shall have at least ten (10) years of experience in commercial real estate, with a preference for a mediator/ arbitrator with experience related to the specific dispute (e.g., construction, development or operations of commercial/retail projects). No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on the dispute, issue or other matter would be barred by the applicable statute of limitations. The award rendered by the arbitrator shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Each Party shall pay one-half of the cost of such mediation /arbitration, provided that the arbitrator shall be entitled to award such costs as damages in his or her discretion. Notwithstanding the foregoing,the provisions of this Section 10.6 shall not apply to any Party seeking a temporary restraining order, injunction or other relief that requires immediate action to prevent potentially imminent and irreparable harm. 10.7 Nonexclusive Remedies. Except as expressly limited by the terms of this Agreement,the rights and remedies expressly afforded under the provisions of this Agreement shall not be deemed exclusive and shall be in addition to and cumulative with any and all rights otherwise available at law or in equity. Except as otherwise provided in this Agreement, the exercise by any of the Parties of any one or more of such remedies shall not preclude the exercise by it,at the same or different times,of any other such remedies for the same default or breach or of any of its remedies for any other default or breach by the other Parties including,without limitation,the right to compel specific performance. 11. ENTITLEMENTS. So long as this Agreement remains in effect, and subject to the provisions of this Section 11, UDP, at its expense,may pursue and work to obtain all necessary approvals for developing the Project in such manner as UDP shall deem reasonably appropriate. LORA agrees that UDP shall have the right during such time to (a) enter into discussions and negotiations regarding the development of the Property with all governmental authorities having jurisdiction over the Property, and (b) apply for, prosecute, participate in and cause to be issued and finally approved any permit, or variance, site plan or other approval which may be required as part of the Project; provided, however, that such approvals shall not be inconsistent with the terms of this Agreement. LORA shall reasonably cooperate with UDP in all respects in connection with obtaining governmental approvals,which cooperation may include the execution and delivery of any applications, agreements, approvals, licenses, plans, permits, and other instruments and assurances as may be requested by UDP while LORA owns the Properties. 12. TERM AND TERMINATION. This Agreement shall terminate upon the earliest of: (a) a Party giving a notice of termination in accordance with any provision of this Agreement; (b) the mutual agreement of the Parties in writing to terminate this Agreement; and (c) the completion or full satisfaction of all obligations of both Parties under this Agreement. 13. CASUALTY AND CONDEMNATION. 13.1 Condemnation. If the Properties, or any part thereof, are or become the subject of a condemnation proceeding before the Closing,then UDP may elect either to(a)terminate this Agreement, in which event all rights and obligations of the Parties hereunder shall cease and the Earnest Money {01158686;10}} Page 31 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES Deposit shall be returned to UDP, or(b) proceed to consummate the Closing, in which event the Purchase Price shall be reduced by the total of any awards or other proceeds received by LORA at or before the Closing Date with respect to any such condemnation proceeding. If UDP elects to close and the award or other proceeds have not been received by LORA on or before the Closing Date,then at the Closing, LORA shall assign to UDP all rights of LORA in and to any awards or other proceeds payable by reason of any such condemnation proceeding. LORA agrees to notify UDP in writing of any condemnation proceedings within five (5) days after LORA learns thereof. 13.2 Damage and Destruction. If, prior to the Closing Date, any part of the Properties is destroyed or suffers material damage affecting UDP's intended use,as defined below, UDP shall have the right, exercisable by giving written notice to LORA of such decision (the "Damage Termination Notice") within thirty (30) days after receiving written notice of such damage or destruction, to terminate this Agreement, in which event the Earnest Money Deposit shall be returned to UDP and all rights and obligations of the Parties hereunder shall cease. If UDP does not timely elect to terminate this Agreement, all insurance proceeds payable to LORA shall be paid or assigned to UDP upon the Closing, provided, however, that if the destruction or damage has impacted only improvements on the North Anchor Property and has had no impact on the land itself(e.g.,from an earthquake,sinkhole or other subsidence event), LORA shall have the right, exercisable by giving written notice of such decision to UDP within fifteen (15) days after the date of the Damage Termination Notice, to prevent the termination of this Agreement by agreeing to reduce the Purchase Price by an amount equal to the increased costs to demolish, abate, design or construct the Project or the applicable Component, as evidenced by cost estimates obtained by UDP and provided to LORA. If LORA gives such a written notice, this Agreement shall be amended to reflect such Purchase Price (in which case the insurance proceeds shall not be assigned to UDP but shall be retained by LORA), and the Parties agree to enter into an amendment of this Agreement to document such change. "Material damage affecting UDP's intended use" for purposes of this subsection shall mean damage or destruction that(a) increases the cost of demolition, abatement,or construction needed for any Component by more than $125,000 or for the entire Project by more than $250,000; (b) requires a change to the Land Use Approved Plans beyond that which the Executive Director actually approves under Section 7.8.2; (c) results in physical damage that results in loss of use of more than five percent (5%) of the square footage of the land underlying any Component or ten percent (10%) of the square footage of the North Anchor Properties collectively; (d) results in a reduction in the number of parking spaces that can be constructed on any Component; provided, however,that a reduction in the number of parking spaces available to any Component due to circumstances in subsection (c) to not less than the minimum parking spaces required for the remaining square footage of the Component,shall not constitute a "material damage affecting UDP's intended use"; or(e) results in the prohibition or material restriction of vehicular or pedestrian access to any Component from a public right of way. 14. MISCELLANEOUS PROVISIONS. 14,1 Conflict of Interests; Public Official Liability. In the event any member, official, or employee of LORA has any conflict of interest relating to this Agreement, such member, official, or employee shall disclose the conflict of interest and participate or refrain from participating in any decision relating to this Agreement that affects his or her interests all in accordance with the mandates of ORS chapter 244. No member, official, or employee of LORA shall be personally liable to UDP or any of their successors in interest in the event of any default or breach by LORA or for any amount which may become due to UDP or its successors or on any obligations under the terms of this Agreement. 14.2 Discrimination. UDP, for itself and its successors and assigns, agrees that it will not {01158686;10}} Page 32 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES discriminate against any employee or applicant for employment because of race, color, religion, age (if the individual is 18 years of age or older), sex, marital status, sexual orientation, gender identification, disability or national origin. 14.3 Notice. A notice under this Agreement by any Party to the other or to any Mortgagee shall be given in writing with all applicable postage and delivery charges prepaid by: (a) personal delivery or messenger services; (b) nationally recognized overnight courier service; (c) registered or certified mail; or (d) e-mail, and addressed as follows: In the case of a notice to UDP, address as follows: Urban Development Partners Attn: Sarah Zahn 116 NE 6th Avenue, Suite 400 Portland, OR 97232 Email: sarah.zahnPudolp.com With a copy to: Radler White Parks&Alexander LLP Attn: Dina Alexander 111 SW Columbia Street, Suite 700 Portland, OR 97201 Email: dalexander@radlerwhite.com In the case of a notice to LORA, addressed as follows: Martha Bennett Executive Director Lake Oswego Redevelopment Agency 380 A Avenue Lake Oswego, OR 97034 Email: mbennettPci.osweeo.or.us With a copy to: Jason Loos Counsel for Lake Oswego Redevelopment Agency 380 A Avenue Lake Oswego, OR 97034 Email: jloos@ci.osweao.or.us Notices shall be deemed received by the addressee upon the earlier of actual delivery or refusal of a Party to accept delivery thereof; provided that notices sent by e-mail shall be deemed given on the date received if and only if delivered prior to 5:00 p.m. Pacific Time and if simultaneously sent by another means allowed hereunder.The addresses to which notices are to be delivered may be changed by giving notice of such change in address in accordance with this notice provision. Notices may be given by counsel {01158686;10}} Page 33 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES to a Party on behalf of such Party. 14.4 Merger and Integration. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring title to land from LORA to UDP or any successor in interest, and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement but shall be deemed made pursuant to this Agreement. 14.5 Headings. Any titles of the Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. 14.6 Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. Electronic signatures shall be valid for all purposes. 14,7 Waivers. No waiver made by any Party with respect to the performance, or manner or time thereof, of any obligation of the other Parties or any condition inuring to its benefit under this Agreement shall be considered a waiver of any other rights of the Party making the waiver. No waiver by LORA or UDP of any provision of this Agreement or any breach thereof shall be of any force or effect unless in writing; and no such waiver shall be construed to be a continuing waiver. 14.8 Time of the Essence. Time is of the essence of this Agreement. 14.9 Choice of Law. This Agreement shall be interpreted under the laws of the State of Oregon. 14.10 Calculation of Time. Except where specifically described otherwise, all periods of time referred to herein shall include Saturdays, Sundays, and legal holidays in the State of Oregon, except that if the last day of any period falls on any Saturday, Sunday, or legal holiday in the State of Oregon, the period shall be extended to include the next day which is not a Saturday,Sunday, or a legal holiday in the State of Oregon ("business days"). 14.11 Attorneys' Fees. If a suit, action, arbitration, or other proceeding of any nature whatsoever, including, without limitation, any proceeding under U.S. Bankruptcy Code, is instituted to interpret or enforce any provision of this Agreement, or with respect to any dispute relating to this Agreement, including,without limitation, any action in which a declaration of rights is sought or an action for rescission, the prevailing or non-defaulting Party shall be entitled to recover from the losing or defaulting Party its reasonable attorneys' and all other fees, costs and expenses actually incurred and reasonably necessary in connection therewith, as determined by the judge at trial or on any appeal in addition to all other amounts provided by Law. This provision shall cover costs and attorney fees related to or with respect to proceedings in U.S. Bankruptcy Court, including those related to issues unique to bankruptcy Law. If the prevailing party is represented by "in-house" counsel, the prevailing party shall nevertheless be entitled to recover reasonable attorney fees based upon the reasonable time incurred and the attorney fee rates and charges reasonably and generally accepted in the metropolitan Portland, Oregon area for the type of legal services performed. 14,12 Compliance with Laws. UDP shall use diligent good faith efforts to include language in the design and construction contract(s) for the Project requiring the architect and general contractor, in accordance with the applicable professional or industry standard of care, to comply with all Laws in the {01158686;10}} Page 34 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES design and construction of the Project. 14.13 Severability. If any clause, sentence or any other portion of the terms and conditions of this Agreement becomes illegal, null or void for any reason,the remaining portions will remain in full force and effect to the fullest extent permitted by law. 14,14 Entire Agreement. This Agreement, the attachments hereto, and any documents referred to herein are the entire agreement between the Parties relating to the subject matter in this Agreement. There is no other oral or written agreement between the Parties with regard to this subject matter. 14.15 Modifications. Any modifications to this Agreement must be made in writing and executed by all Parties, with the approval of the LORA Board, if required. Notwithstanding this general requirement,the Executive Director of LORA may approve modifications to this Agreement without LORA Board approval so long as no period of time is extended by more than one hundred eighty(180) days and LORA's and the City's economic obligations are not materially increased. 14.16 Successors and Assigns/Binding Covenant. Subject to the restrictions of Section 9_2,the benefits conferred by this Agreement, and the obligations assumed under this Agreement, shall inure to the benefit of and bind the heirs,successors and assigns of the Parties,including any Mortgagee permitted by this Agreement and anyone acquiring an interest in the North Anchor Properties at foreclosure. The covenants, rights, benefits and obligations of LORA and UDP and their remedies for breach thereof shall be covenants and conditions running with the land. A memorandum of this Agreement shall be recorded with the Clackamas County clerk at the expense of UDP. 14,17 Place of Enforcement. Any action or suit to enforce or construe any provision of this Agreement by any Party shall be brought in the Circuit Court of the State of Oregon for Clackamas County, or the United States District Court for the District of Oregon. Each Party, by execution of this Agreement, hereby consents to the in personam jurisdiction of said courts. 14.18 No Partnership. Nothing in this Agreement, and no acts of the Parties under this Agreement,shall be deemed or construed by the Parties,or by any third person,to create the relationship of principal and agent, or of partnership, or of joint venture, or any association between the Parties. 14.19 Third Party Beneficiaries. The Parties intend that the rights, obligations and covenants in this Agreement shall be exclusively enforceable by LORA, the City and UDP. There are no other beneficiaries to this Agreement, other than a Mortgagee to whom rights are expressly granted in this Agreement. 14.20 Nonwaiver of Government Rights. Subject to the terms and conditions of this Agreement, by making this Agreement LORA is specifically not obligating itself, the City, or any other agency with respect to any regulatory action relating to development or operation of the improvements to be constructed as part of the Project, including, but not limited to, design review approvals, building permits, or environmental clearances or any other governmental agency approvals that are or may be required. 14.21 Approvals. Where approvals of LORA are required, LORA will approve or disapprove within fifteen (15) business days after receipt of the material to be approved, except where a longer or {01158686;10}} Page 35 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES shorter time period is specifically provided to the contrary in this Agreement including the Schedule of Performance. Any disapproval shall state in writing the reasons for such disapproval. Approvals will not be unreasonably withheld,conditioned or delayed,except where rights of approval are reserved to LORA's sole discretion. UDP, upon receipt of such disapproval (and if UDP elects to continue to seek such approval), shall revise such disapproved portions in a manner responsive to the stated reasons for disapproval and resubmit the same to LORA within fifteen (15) business days after receipt of the notice of disapproval or, unless such disapproval is within the sole discretion of LORA, submit the matter to arbitration pursuant to Section 10.6. LORA's failure to timely respond to a request for approval shall be deemed LORA's approval thereof. 14.22 Estoppel Certificates. LORA and UDP shall at any time and from time to time,within thirty (30) days after written request by the other, execute, acknowledge and deliver to the Party that has requested the same or to any prospective Mortgagee, assignee, buyer, tenant or subtenant designated by UDP, a certificate stating that: (a)the Agreement is in full force and effect and has not been modified, supplemented or amended in any way, and if there have been modifications, supplements or amendments,the Agreement is in full force and effect as modified,supplemented or amended,identifying such modification,supplement or amendment agreement; and if the Agreement is not in force and effect, the certificate shall so state; (b) the dates on which the term of this Agreement commenced and will terminate,to the extent such termination date is actually known; (c) all conditions under the Agreement to be performed by LORA or UDP, as the case may be, have been satisfied and,to the Parties' knowledge, as of the date of such certificate, there are no existing defenses or offsets which LORA or UDP, as applicable, has against the enforcement of this Agreement by the other Party, or, if such conditions have not been satisfied or if there are any defenses or offsets, the certificate shall so state; and (d) and other factual matter related to this Agreement and the performance of the Parties hereunder. The Party or Parties to whom any such certificate shall be issued may rely on the matters therein set forth and thereafter the Party issuing the same shall be estopped from denying the veracity or accuracy of the same. 14.23 Construction. In construing this Agreement, singular pronouns shall be taken to mean and include the plural and the masculine pronoun shall be taken to mean and include the feminine and the neuter, as the context may require. "Including" means "including without limitation," and "shall" means mandatory and imperative. 14.24 Statutory Disclosure. THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES.THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS THAT, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A RESIDENCE AND THAT LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007,SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL,AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO VERIFY THE EXISTENCE OF FIRE PROTECTION FOR STRUCTURES AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424,OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009,AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. {01158686;10}} Page 36 of 45-DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES UDP: LORA: URBAN DEVELOPMENT PARTNERS — NW, an LAKE OSWEGO REDEVELOPMENT AGENCY, an Oregon Limited Partnership urban renewal agency of the City of Lake Oswego By: AES Interests, Inc., an Oregon corporation Its: General Partner By: Martha Bennett, Executive Director By: Daniel Eric Cress, President APPROVED AS TO FORM: Jason Loos, Counsel for LORA {01158686;10}} Signature Page—DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES Schedule 1.14-A Legal Description of East Property PARCEL I The East 60 feet of Lots 9, 10 and 11, Block 30, FIRST ADDITION TO THE TOWN OF OSWEGO, in the City of Lake Oswego, Clackamas County, Oregon. PARCEL II The Westerly 60 feet of Lots 9, 10 and 11, Block 30, FIRST ADDITION TO THE TOWN OF OSWEGO, in the City of Lake Oswego, County of Clackamas and State of Oregon. PARCEL Ill Lots 7 and 8, Block 30, FIRST ADDITION TO THE TOWN OF OSWEGO, in the City of Lake Oswego, County of Clackamas and State of Oregon. {01158686;10}} SCHEDULE 1.14-A to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES Schedule 1.14-B Site Plan of East Property E r v . s V , x ,", y( Scar.. .�f `4 x or • 5 �+ X x X 6900 `* 'fi r „ r • il.c `x' tier >., , 8 900 Pao- x t ti? j� C 550 al,' r..�2 S00 'mov 20, "'"44-E l f g •• r .x. 15 4 R 100 'xac r C r 3+ar /\ f a if - s 1 { .6600 }\ f 26 y frf , • 11. -.— — " $+ ]. % 1 f ® ... 8 1100E1 � ` 53a nco 600 �� F 1 iii x y ,{ f " 1301 —"�'�� a 545 i � 4r i k 1200 S 'n } 1300 ''°0° 1�� 1200E1 1 .' .o¢E .' $ 155 5drr—— 6 k ,10E1 404• % 6901 C f 0.21Ac. 10 4 g 500 of f 55f �A' _ £ 32i �? . k. w aa' 14. —8 — 1 a 300Al r \r rr ro 0i''' :y--— T { ysd r 4000 r�9LR � g;,''.•�-E ,c0 0.$ � �� 18 $ 5400"" AVENUE 6 f 425 4 4 t 5300 � 1 5500� 20 . f ., Hi-:_-2 / 677 6500 r �: B 8 {01158686;10}} SCHEDULE 1.14-B to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 1.22 Land Use Application Plans 1. E-001-Tax Map 2021-06-30 2. E-002-Vicinity Plan 2021-06-30 3. E-003-Existing Conditions Plans 2021-06-30 4. E-004-Site Plan 2021-06-30 5. E-005-Floor& Roof Plans 2021-06-30 6. E-006-Building Elevations 2021-06-30 7. E-007-Building Sections 2021-06-30 8. E-008-Color Perspective Drawings 2021-06-30 9. E-009-Frontage Renderings 2021-06-30 10. E-010-Courtyard Renderings 2021-06-30 11. E-011-Context Analysis Images 2021-06-30 12. E-012-Parcel A Inspiration Images 2021-06-30 13. E-013-Parcel A Aerial Views 2021-06-30 14. E-014-Lake Oswego Style Graphics 2021-06-30 15. E-015-Parcel A DRDD Graphics 2021-06-30 16. E-016-Materials Plans 2021-08-11 17. E-017-Exterior Material Palettes 2021-06-30 18. E-018-Facade Vignettes 2021-06-30 19. E-019-Streetscape Sections & Renderings 2021-06-30 20. E-020-Site Connectivity Diagram 2021-06-30 21. E-021-Utilities&Stormwater Improvements Plan 2021-06-30 22. E-022-Paving&Street Improvements Plan 2021-06-30 23. E-023-Tree Removal &Grading Plan 2021-08-11 24. E-024-Sight Distance Plans 2021-08-11 25. E-025-Lighting& Photometric Plans 2021-06-30 26. E-026-Tree Removal & Mitigation Tables 2021-08-11 27. E-027-Site Furnishings Images 2021-06-30 28. E-028-Street Sections 2021-06-30 29. E-029-Landscape Plans 2021-06-30 30. E-030-Planting Plans 2021-08-11 31. E-031-Color Photos of Proposed Plant Species 2021-06-30 32. E-032-Parcel B &C Building Details 2021-06-30 {01158686;10}} SCHEDULE 1.22 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES 33. E-033—Product Data &Cutsheets 2021-06-30 34. E-034—Floor Area Ratio Diagrams 2021-06-30 35. E-035—Landscape Diagrams 2021-06-30 36. E-036—Bike Parking Diagrams 2021-06-30 37. E-037—Parking Diagrams 2021-06-30 38. E-038—Storefront Character Diagrams 2021-06-30 39. E-039—Development Summary Tables 2021-06-30 40. E-040—Revised Floor Plans 2021-09-01 41. E-041—Revised Elevations 2021-09-01 42. E-042—Revised Paving &Street Improvements Plan 2021-09-01 43. E-043—Revised Tree Removal &Grading Plan 2021-09-01 44. E-044—Revised Tree Removal & Mitigation Tables 2021-09-01 45. E-045—Revised Storefront Character Diagrams 2021-09-01 46. E-046—Revised Parking Diagrams for Parcels B &C 2021-09-02 47. E-047—Applicant's DRC Presentation 2021-09-08 {01158686;10}} SCHEDULE 1.22 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 1.35 Schedule of Performance- North Anchor Project DDA Ref. Task SoP Execute DDA("Effective Date") 7-Dec-2021 2.8.2.4 City to issue 90-day lease termination notice(s) 7-Dec-2021 BOLT 2.8.1.7 Submission of BOLT predetermination request 12-Dec-2021 BOLT review of predetermination letter request 12-Mar-2022 Both parties satisfaction of content of BOLT pre-determination letter 22-Mar-2022 Notice of Number of Transactions& Earnest Money UDP to provide written notice of election to execute Phased Conveyance of 2.2 Properties 11-Dec-2022 2.4 UDP makes Earnest Money deposit 9-Dec-2021 2.11 Final Pre-Closing DDA termination date 31-Dec-2023 Schedule of Performance to Close on First Proiect Component (Multi- Family/Retail) Note only-Begin Construction MF Parcel B Note only-Begin Construction MF Parcel C Title LORA to cause Title Company to provide updated preliminary title report 2.5 (with copies of all special exceptions)to UDP 17-Dec-2021 Schedule of Performance for First Component Close UDP submits Land Use Approved Plans and CDs to LORA ED (for consistency 2.8.3.2 with Land Use Application Plans) 8-Dec-2021 UDP provides evidence of funding capacity to meet prevailing wage 2.8.3.3 indemnity obligation to LORA ED 1-Dec-2022 UDP provides evidence of necessary funding commitments to complete the 2.8.3.6 project, including budgets and pro-formas 1-Dec-2022 Closing 2.7 UDP to close on acquisition of property for first Project Component 31-Dec-2022 UDP to commence construction on first Project Component 7-Jan-2023 {01158686;10}} SCHEDULE 1.35 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES Post-Closing Activities Environmental Activities 3.1.1.1 UDP to complete all work set forth in DEQ-approved HMP and CMMP 31-Mar-2023 UDP to obtain "No Further Action" letter from DEQ 20-Apr-2023 Construction UDP to complete construction of First Project Component (including 7.2 associated public improvements) 30-Jun-2024 LORA to provide UDP with design specifications for Right-of-Way 7.6 improvements 31-Mar-2022 7.7 UDP to submit complete Land Use Application Plans to City 28-Feb-2022 2.7 Schedule of Performance to Close on Second Project Component(Hotel) Title LORA to cause Title Company to provide updated preliminary title report 2.5 (with copies of all special exceptions) to UDP 17-Dec-2021 Schedule of Performance for Second Component Close UDP submits Land Use Approved Plans and CDs to LORA ED (for consistency 2.8.3.2 with Land Use Application Plans) 8-Dec-2022 UDP provides evidence of funding capacity to meet prevailing wage 2.8.3.3 indemnity obligation to LORA ED 11-Dec-2023 UDP provides evidence of necessary funding commitments to complete the 2.8.3.6 project, including budgets and pro-formas 11-Dec-2023 Closing 2.7 UDP to close on acquisition of property for second Project Component 31-Dec-2023 UDP to commence construction on second Project Component 7-Jan-2024 Post-Closing Activities Environmental Activities 3.1.1.1 UDP to complete all work set forth in DEQ-approved HMP and CMMP 31-Mar-2024 UDP to obtain "No Further Action" letter from DEQ 20-Apr-2024 Construction UDP to complete construction of Second Project Component (including 7.2 associated public improvements) 30-Jun-2025 {01158686;10}} SCHEDULE 1.35 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 1.41-A Legal Description of West Property The South 40 feet of Lot 6 and all of Lots 7 and 8, Block 31, FIRST ADDITION TO THE TOWN OF OSWEGO, in the City of Lake Oswego, County of Clackamas and State of Oregon; the South 40 feet of said Lot 6 being determined by a line drawn parallel to and 40 feet distant Northerly from (measured along the East line of Lot 6)from the South line of said lot. {01158686;10}} SCHEDULE 1.41-A to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 1.41-B Site Plan of West Property �' 5 rx?r K 5000 'zoro * �'C � r. � f i 1 i 1 , v y'.. 5515 $ goo 'pa�o- x rl, C /6. 59u 84' \ r>' .ram ,r $'K r ry �,a . i s.2c, Vie 50 r iK. \ r - ' 1S B 100 'eau r 1 x: - 'T''•:% .►.. o __ 18 504 J er q�. Y r lk ,f a �, � p _ E ? � ✓� r s J � .8600 � i t f „ . 1'5 ao' r c 0.26 ac. .N � + f f ! ��'i . a 1000/ 200 r r �- n . 550 a tU •700 .w 14 544 1 ‘i; } {%e \ P' 1 $ 1100 •' 4 E5 .5� �1 $ ,. K. 1 a . 1100E1 I' , " 600 mar 13 1 1 al ,-- A. yA1 A1301 ; P545 , I ' --' 41 �k Aili r f1b 1200 s ti • n 1300 '"' 1200E1 . ropp `'"P 12 yI g'P'..0,E Y g 158 5�---��j 500E1 0 2 6901 C 500 4f $ . 0.21 Ac. S —� 10 11 z~ = 55' fob X _ 5Ri` or T i 3w y '; 0 300A7 r ♦r Property —� r •' r s4,..,_,.W co. 9 0 / 5000 4000 21Y gi'•'+ E r c0 c . 9 r U.97 Ac. � AVENUE. , � 16 5400'�4°� . 425 0 i train 4 ',,sn f .x �5 saw1 00 2p �sa,•,<. f �� 64e4 -2 }6 -. _ 6500 Cr 14.E a 484 ;.. 15 r J. {01158686;10}} SCHEDULE 1.41-B to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES Schedule 2.6.2 Form of Environmental Escrow Holdback Agreement ENVIRONMENTAL ESCROW HOLDBACK AGREEMENT This Environmental Escrow Holdback Agreement (this "Agreement") is made and entered into as of , 2022 the ("Effective Date"), by and among The Lake Oswego Redevelopment Agency, the Urban Renewal Agency of the City of Lake Oswego ("LORA"), Urban Development Partners—NW, an Oregon limited partnership ("UDP"), and Fidelity National Title Company of Oregon, an Oregon corporation ("Escrow Agent"). Recitals A. LORA and UDP are parties to that certain Agreement for the Disposition and Development of North Anchor Properties, City of Lake Oswego, dated December _, 2021 (the "DDA"), pursuant to which LORA has sold to UDP and UDP has acquired from LORA, the North Anchor Properties [or the West Property or East Property, if and as applicable]. Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meaning attributable to them in the DDA. B. Pursuant to Section 2.6.2 of the DDA, LORA has agreed to hold in escrow with the Escrow Agent a portion of the Purchase Price in an amount equal to_and No/100 Dollars ($_) (together with all accretions and earnings, the "Holdback Funds") to satisfy any costs of Remediation in accordance with and subject to the terms of this Agreement. C. Escrow Agent has agreed to hold and disburse the Holdback Funds in accordance with and subject to the terms of this Agreement and to perform the functions of Escrow Agent as set forth in this Agreement. Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereby agree as follows: 1. Appointment of Escrow Agent. LORA and UDP appoint Escrow Agent to serve as escrow agent pursuant to and in accordance with the terms and conditions set forth in this Agreement, and Escrow Agent accepts such appointment. Escrow Agent agrees to hold and disburse the Holdback Funds in accordance with this Agreement. LORA and UDP hereby irrevocably authorize Escrow Agent to take such action on their behalf under the provisions of this Agreement and to exercise such powers and to perform such duties hereunder as are specifically delegated to or required of Escrow Agent by the terms hereof and such other power as are reasonably incidental thereto. 2. Deposit of Holdback Funds. At Closing, Escrow Agent shall deposit the Holdback Funds into Escrow Agent's trust account, which account will not be interest bearing(the "Holdback Account"). 3. Remediation. (a) LORA and UDP acknowledge and agree that the environmental conditions set forth on Exhibit A require Remediation. LORA agrees that Escrow Agent shall disburse fund from the Holdback Account to pay Remediation Costs (as defined below) incurred in connection with the Remediation, on and subject to the terms of this Agreement. For the avoidance of doubt, Remediation includes the removal or {01158686;10}} SCHEDULE 2.6.2 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES remediation of Hazardous Substances as set forth in Exhibit A and any other action required by any governmental body with jurisdiction over the North Anchor Properties. (b) UDP shall control and manage the scope and performance of any Remediation and may hire engineers, consultants and contractors to perform the Remediation, as determined by UDP in its sole and absolute discretion. 4. Disbursement of Holdback Funds. (a) The Holdback Funds shall be applied solely to the costs and expenses of the Remediation (collectively,the"Remediation Costs"),subject to the disbursement procedures set forth below. (b) Escrow Agent shall disburse to UDP or one or more payees designated by UDP the requested portion of the Holdback Funds within ten (10) business days after a Disbursement Request (as defined below). LORA shall not have the right to contest or disapprove of a Disbursement Request,except as provided in Section 4(c) below. (c) For each disbursement,UDP shall submit to LORA and Escrow Agent a written request signed by UDP (a "Disbursement Request") requesting disbursement in an amount equal to the Remediation Costs incurred by UDP or owing to date. The Disbursement Request shall specify the payee(s), generally describe the Remediation for which such disbursement is requested, and include reasonable evidence of the costs incurred or to be paid (e.g., invoices for or proof of payment of Remediation Costs). Each Disbursement Request submitted to Escrow Agent shall concurrently be delivered to LORA. So long as the amount of Holdback Funds requested does not exceed the balance in the Holdback Account and UDP has provided reasonable evidence that the Holdback Funds will be used to pay Remediation Costs, Escrow Agent will disburse the funds requested in accordance with UDP's instructions within two (2) business days of receipt of UDP's request for such funds. (d) LORA and UDP hereby agree that any payment which Escrow Agent is instructed to make from the Holdback Account shall be the lesser of (i) the stated payment amount or (ii) the balance of the Holdback Account, as applicable. LORA shall have no obligation to pay for or any liability related to Remediation Costs in excess of the Holdback Funds. 5. Resolution of Disputes. Any dispute under this Agreement shall be resolved in accordance with the dispute resolution procedures included under Section 10.6 of the DDA. Notwithstanding anything herein to the contrary, Escrow Agent is authorized to disburse Holdback Funds consistent with any arbitration order or decision issued pursuant to this Section 5. 6. Escrow Fees. LORA and UDP shall share equally all costs and fees associated with establishing and maintaining the Holdback Account. Such escrow fees charged by Escrow Agent shall not exceed One Thousand Five Hundred Dollars ($1,500.00). 7. Escrow Agent's Duties. Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein, and as set forth in any additional written escrow instructions which Escrow Agent may receive after the Effective Date, and that are signed by LORA and UDP. Escrow Agency may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed to be genuine and to have been signed or presented by the proper party or parties. 8. Interpleader. If any dispute exists under the terms of this Agreement, as determined by Escrow Agent in its sole discretion, Escrow Agent may file an interpleader action to resolve such dispute. LORA {01158686;10}} SCHEDULE 2.6.2 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES and UDP shall each indemnify Escrow Agent for one-half (1/2) of Escrow Agent's reasonable out-of-pocket costs, including reasonable attorneys' fees, in connection with the aforesaid interpleader action; provided, however, LORA and UDP shall have no obligation to indemnify Escrow Agent to the extent the acts or omissions of Escrow Agent constitute gross negligence or willful misconduct with respect to Escrow Agent's obligations under this Agreement. 9. Termination of Agreement. This Agreement shall terminate at such time as all of the Holdback Funds have been disbursed pursuant to this Agreement, or pursuant to such further written instructions as LORA and UDP shall jointly deliver to Escrow Agent, or by order of a court of competent jurisdiction, and in no event later than five (5)years after the Effective Date. Escrow Agent's responsibilities shall cease upon such termination, or upon resignation by Escrow Agent by written notice to LORA and UDP. In the event of Escrow Agent's resignation, LORA and UDP shall appoint a successor escrow agent within ten (10) days of notice of resignation, and Escrow Agent's responsibilities shall terminate as of the date of appointment of the successor escrow agent and the delivery of documents and instructions to the successor escrow agent. 10. Final Release of Holdback Funds. Any Holdback Funds remaining in the Holdback Account as of the date this Agreement terminates shall be applied first to pay any outstanding and unpaid Remediation Costs and the remaining balance shall be disbursed to LORA. 11. Notices. All notices provided or permitted to be given under this Agreement must be in writing with all applicable postage and delivery charges prepaid and may be sent to the address of the party to be notified by: (a) depositing same in the United States mail, certified or registered with return receipt requested; (b)delivering the same in person or by messenger service; (c) delivering the same by FedEx or UPS or similar overnight delivery service; or (d) delivering the same by e-mail transmission. Notice given in accordance with this Section 11 shall be effective upon the earlier of actual delivery or refusal of a party to accept delivery thereof. Any notice given after 5:00 p.m. Pacific time shall be deemed given and effective on the next business day. All notices shall be addressed to the party at the address below. If to LORA: Martha Bennett Executive Director Lake Oswego Redevelopment Agency 380 A Avenue Lake Oswego, OR 97034 Email: mbennett@ci.oswego.or.us with a copy to: Jason Loos Counsel for Lake Oswego Redevelopment Agency 380 A Avenue Lake Oswego, OR 97034 Email:jloos@ci.oswego.or.us If to UDP: Urban Development Partners 116 NE 6th Avenue, Suite 400 Portland, OR 97232 Attn: Sarah Zahn Email: sarah.zahn@udplp.com {01158686;10}} SCHEDULE 2.6.2 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES with a copy to: Radler White Parks&Alexander LLP 111 SW Columbia, Suite 1100 Portland, OR 97201 Attn: Dina E. Alexander Email: dalexander@radlerwhite.com If to Escrow Agent: Fidelity National Title Company of Oregon 900 SW 5th Avenue Portland, OR 97204 Attention: Paula Kingsley Email: paula.kingsley@fnf.com Any address or name specified above may be changed by notice given to the above addressees by the party making the change in accordance with this Section 11. The inability to deliver because of a changed address of which no notice was given, or rejection or other refusal to accept any notice, shall be deemed to be the receipt of the notice as of the date of such inability to deliver or rejection or refusal to accept. Any notice to be given by any party hereto may be given by the counsel for such party. 12. Time is of the Essence. Time is of the essence in this Agreement and all of the provisions hereof. 13. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Oregon. To the fullest extent permitted by applicable law, the parties hereto hereby waive trial by jury in any action or proceeding arising out or in connection with this Agreement. 14. Integrated Agreement. The terms of this Agreement are intended by the parties as a final expression of their agreement with respect to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement constitutes the complete and exclusive statement of its terms so that no extrinsic evidence whatsoever may be introduced in any judicial proceeding, if any, involving this Agreement. This Agreement amends and supersedes any contrary provisions of the DDA and any instructions which conflict with this Agreement. 15. Amendments. This Agreement may not be altered, changed or amended except by an instrument signed by all parties hereto. 16. Headings; Usage. The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement. The terms "include", "including" and words of similar import shall be deemed in all cases to be followed by "without limitation". As used in this Agreement, "shall" means mandatory and imperative. 17. Binding Nature. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns; provided, however. Escrow Agent may not assign any rights or obligations under this Agreement. 18. Business Days. As used in this Agreement, "business days" means any day of the week other than Saturday or Sunday that is not observed as a holiday by the State of Oregon. 19. Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same agreement. The parties may execute and deliver electronic mail {01158686;10}} SCHEDULE 2.6.2 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES counterparts of this Agreement, and delivery of such executed copies shall be deemed delivery of an original signature. 20. Jury Waiver. LORA AND UDP DO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ANY ACTIONS OF EITHER PARTY ARISING OUT OF OR RELATED IN ANY MANNER WITH THIS AGREEMENT. THIS WAIVER SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. 21. Attorneys' Fees. If it becomes necessary for either party hereto to file suit to enforce this Agreement or any provision contained herein, including in any bankruptcy or similar proceeding, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages, as provided herein, reasonable attorneys'fees incurred in such suit. 22. Recitals. The"Recitals"set forth at the beginning of this Agreement are hereby incorporated into the body of this Agreement as if fully set forth herein. (Remainder of page intentionally left blank; signature page follows.) {01158686;10}} SCHEDULE 2.6.2 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES IN WITNESS WHEREOF,the parties have executed this Agreement as of the Effective Date. LORA: Lake Oswego Redevelopment Agency, an urban renewal agency of the City of Lake Oswego By: Martha Bennett, Executive Director APPROVED AS TO FORM: Jason Loos, City Attorney UDP: Urban Development Partners—NW, an Oregon limited partnership By: AES Interests, Inc., an Oregon corporation its General Partner By: Name: Daniel Eric Cress Title: President ESCROW AGENT: Fidelity National Title Company of Oregon, an Oregon corporation By: Name: Title: {01158686;10}} SCHEDULE 2.6.2 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES Exhibit A Remediation Matters {01158686;10}} SCHEDULE 2.6.2 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 2.7.5-A Form of Memorandum of Disposition and Development Agreement After recordine return to: Lake Oswego Redevelopment Agency City of Lake Oswego P.O. Box 369 Lake Oswego, OR 97034 Attn: Jason Loos, City Attorney MEMORANDUM OF DISPOSITION AND DEVELOPMENT AGREEMENT THIS MEMORANDUM OF DISPOSITION AND DEVELOPMENT AGREEMENT OF NORTH ANCHOR PROPERTY, CITY OF LAKE OSWEGO ("Memorandum") shall serve as notice to all persons that the LAKE OSWEGO REDEVELOPMENT AGENCY,the duly authorized and acting urban renewal agency of the City of Lake Oswego, Oregon ("LORA"), and URBAN DEVELOPMENT PARTNERS — NW, an Oregon Limited Partnership ("UDP"), entered into an AGREEMENT FOR THE DISPOSITION AND DEVELOPMENT OF NORTH ANCHOR PROPERTIES, CITY OF LAKE OSWEGO, dated December , 2021 ("Agreement") relating to the real property located in Clackamas County, Oregon described in Attachment A to this Memorandum ("Property"). Capitalized terms used but not defined in this Memorandum have the meanings set forth in the Agreement. The parties to the Agreement are: Lake Oswego Redevelopment Agency PO Box 369 Lake Oswego, OR 97034 and Urban Development Partners—NW 116 NE 6th Avenue, Suite 400 Portland, Oregon 97232 Among other things, the Agreement requires LORA to convey the Property to UDP upon the satisfaction of certain conditions precedent. The Agreement imposes certain covenants and obligations, including UDP's covenant to complete certain private improvements on the Property and to adhere to certain limitations on use, including as set forth in Sections 7.1 and 8.3 of the Agreement. The Agreement also contains restrictions on transfer,which restrictions are set forth in Sections 9.1 through 9.4, and provisions that survive closing of the land acquisitions,which covenants are set forth in Section 8.4. LORA and UDP declare and agree that the covenants and obligations contained in the Agreement are covenants that run with the land and, subject to the mortgagee protections provisions set forth in Section 10.4 of the Agreement, shall be binding on UDP, and its affiliates, successors and assigns. LORA and UDP execute this Memorandum to acknowledge being bound by the Agreement, to give notice of the Agreement to third parties, and to encumber UDP's interest in the Property in accordance with the terms of the Agreement. {01158686;10}} SCHEDULE 2.7.5-A to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES (Remainder of Page Intentionally Left Blank; Signature Pages Follow) {01158686;10}} SCHEDULE 2.7.5-A to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES IN WITNESS WHEREOF, the undersigned have executed this Memorandum effective as of December , 2021. LORA: LAKE OSWEGO REDEVELOPMENT AGENCY, an urban renewal agency of the City of Lake Oswego By: Name: Martha Bennett Title: Executive Director APPROVED AS TO FORM: Jason Loos, Counsel for LORA STATE OF OREGON ) ) ss. County of On this day of , 2021, before me, the undersigned Notary Public, personally appeared MARTHA BENNETT, proven to me on the basis of satisfactory evidence to be the person who executed the within instrument as Executive Director of and on behalf of the LAKE OSWEGO REDEVELOPMENT AGENCY, pursuant to authority, and acknowledged to me the execution hereof. Notary Public—State of Oregon {01158686;10}} SCHEDULE 2.7.5-A to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES UDP: URBAN DEVELOPMENT PARTNERS—NW, an Oregon limited partnership By: AES Interests, Inc., an Oregon corporation Its: General Partner By: Name: Daniel Eric Cress Title: President STATE OF OREGON ) ) ss. County of On this day of , 2021, before me, the undersigned Notary Public, personally appeared DANIEL ERIC CRESS, proven to me on the basis of satisfactory evidence to be the person who executed the within instrument as President of AES Interests, Inc., an Oregon corporation, General Partner of URBAN DEVELOPMENT PARTNERS — NW, an Oregon Limited Partnership, pursuant to authority, and acknowledged to me the execution hereof. Notary Public—State of Oregon {01158686;10}} SCHEDULE 2.7.5-A to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES ATTACHMENT A Real property in the County of Clackamas, State of Oregon, described as follows: "EAST PARCEL" PARCEL I The East 60 feet of Lots 9, 10 and 11, Block 30, FIRST ADDITION TO THE TOWN OF OSWEGO, in the City of Lake Oswego, Clackamas County, Oregon. PARCEL II The Westerly 60 feet of Lots 9, 10 and 11, Block 30, FIRST ADDITION TO THE TOWN OF OSWEGO, in the City of Lake Oswego, County of Clackamas and State of Oregon. PARCEL III Lots 7 and 8, Block 30, FIRST ADDITION TO THE TOWN OF OSWEGO,in the City of Lake Oswego,County of Clackamas and State of Oregon. "WEST PARCEL" The South 40 feet of Lot 6 and all of Lots 7 and 8, Block 31, FIRST ADDITION TO THE TOWN OF OSWEGO, in the City of Lake Oswego, County of Clackamas and State of Oregon; the South 40 feet of said Lot 6 being determined by a line drawn parallel to and 40 feet distant Northerly from (measured along the East line of Lot 6)from the South line of said lot. {01158686;10}} SCHEDULE 2.7.5-A to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 2.7.5-B-1 East Property Declaration of Restrictive Covenants Mixed-Use Component After recording return to: Lake Oswego Redevelopment Agency PO Box 369 Lake Oswego, Oregon 97034 DECLARATION OF RESTRICTIVE COVENANTS THIS DECLARATION OF RESTRICTIVE COVENANTS ("Declaration") is made 2021, by URBAN DEVELOPMENT PARTNERS — NW, an Oregon Limited Partnership ("Declarant"), for the benefit of the CITY OF LAKE OSWEGO, an Oregon municipal corporation ("City") and the LAKE OSWEGO REDEVELOPMENT AGENCY,the Urban Renewal Agency for the City("LORA"). RECITALS A. Declarant is the owner of the real property in Clackamas County, Oregon described in Exhibit A(the "Property"). B. Declarant and LORA entered into a Disposition and Development Agreement (the "DDA") regarding the Property, a Memorandum of which was recorded in the Clackamas County Deed Records on , 2021 under recording number C. Capitalized terms used but not defined in this Declaration have the meanings set forth in the DDA. AGREEMENT AND COVENANTS 1. Use Restrictions.The use of the Mixed-Use Component of the Property is subject to the following: 1.1 Ground Floor Other than Corner Space. In accordance with Section 8.3.2.1 of the DDA, the use of the area of the ground floor improvements on the Property that are shown on Schedule 1.1,other than the commercial space on the corner of First Avenue and B Street (the "Corner Space"), shall be perpetually limited to or available for the following uses: (a) restaurants; (b) food and beverage services; (c) retail sales; (d) personal services; (e) office (business or professional); (f) financial institutions; (g) medical and dental; or (h)fitness. 1.2 Ground Floor Corner Space. In accordance with Section 8.3.2.2 of the DDA, Declarant shall use reasonable efforts to lease the Corner Space to a retail, restaurant or food and beverage service tenant to the extent economically viable (the "Corner Space Tenants"). Notwithstanding the foregoing, if Declarant provides to the LORA Executive Director (a) evidence that it has diligently, but unsuccessfully, sought Corner Space Tenants for the Corner Space for a period of not less than eighteen (18) months,and (b)a list of tenants that it has unsuccessfully been in discussions with regarding occupancy in the Corner Space, then the LORA Executive Director shall allow Declarant to lease the Corner Space for the following uses for a term (inclusive of rights to renew) not to exceed ten (10)years: (a)office (business or professional); (b)financial institutions; (c) medical and dental; or(d)fitness. Upon termination of any such lease, Declarant shall again be subject to {01158686;10}} SCHEDULE 2.7.5-B-1 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES the limitations under this Section 1.2, such that uses by Corner Space Tenants shall be limited to retail, restaurant or food and beverage service unless and until Declarant shall have unsuccessfully again sought Corner Space Tenants subject to such use limitations in accordance with this Section 1.2. 1.3 Workforce Housing. In accordance with Section 7.1.2.1 of the DDA,at least ten percent(10%) of the residential apartment units, but not fewer than eight (8) units,will be restricted to Workforce Housing for a period of fifty(50)years from the date of issuance of a temporary certificate of occupancy for the Mixed- Use Component (the "Compliance Period"). "Workforce Housing" means residential units that are continuously rented, leased or available for lease to persons or households whose incomes are eighty percent (80%) or less of area median family income as published annually by the U.S. Department of Housing and Urban Development for the Portland-Vancouver-Hillsboro MSA ("MFI"). Tenants must meet the foregoing affordability requirements upon commencement of their applicable leases but may exceed the affordability requirement by up to twenty percent(20%)during the Compliance Period (i.e.,tenants who qualify for eighty percent (80%) of MFI at execution of a lease may earn up to one hundred percent (100%) of MFI while living in the Workforce Housing unit). Declarant shall submit to LORA an annual certification of rental and household incomes for each of the Workforce Housing Units. 2. Injunctive Relief. In the event of any violation or threatened violation of the restrictive covenant contained herein, it is acknowledged that LORA and the City (and their successors and assigns) will suffer damage that would be irreparable and not fully compensable by damage recovery. Consequently, in such event, LORA or the City shall have, in addition to the right to collect damages,the right to enjoin such violation or threatened violation in a court of competent jurisdiction. 3. General and Miscellaneous Provisions. 3.1 Attorney Fees. In the event legal action is commenced in connection with this Declaration, the prevailing party in such action shall be entitled to recover its reasonable attorney fees and costs incurred in the trial court and any appeal therefrom. The term "action" shall be deemed to include action commenced in the Bankruptcy Court of the United States and any other court of general or limited jurisdiction. The reference to "costs" includes, but is not limited to, deposition costs (discovery and otherwise),witness fees(expert and otherwise),out-of-pocket costs,title search and report expenses,survey costs, surety bonds and any other reasonable expenses. In the event the party is represented by in-house legal counsel, reasonable attorney fees as described in this section shall include the reasonable value of any services provided by in-house counsel, which shall be calculated by applying an hourly rate commensurate with prevailing market rates charged by attorneys in private practice in the Portland, Oregon metropolitan area for such services. 3.2 Prior Agreements. Excepting the DDA to which this Declaration is attached as Schedule 2.7.5-B, this Declaration constitutes the entire, final and complete agreement of the parties pertaining to the subject of this Declaration, and supersedes and replaces all other written and oral agreements heretofore made or existing by and between the parties or their representatives insofar as the restrictive covenants contained herein is concerned. 3.3 Time is of the Essence. Time is expressly made of the essence of each provision of this Declaration. 3.4 Nonwaiver. Failure by either party at any time to require performance by the other party of any of the provisions hereof shall in no way affect the party's rights hereunder to enforce the same, nor shall any waiver by a party of the breach hereof be held to be a waiver of any succeeding breach or a waiver of this nonwaiver clause. {01158686;10}} SCHEDULE 2.7.5-B-1 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES 3.5 Amendments. This Declaration may be amended, modified or extended without new consideration but only by written instrument executed by Declarant and LORA or Declarant and the City. 3.6 Governing Law. This Declaration shall be construed in accordance with and governed by the laws of the state of Oregon. 3.7 Severability. If any portion of this Declaration shall be invalid or unenforceable to any extent,the validity of the remaining provisions shall not be affected thereby. 3.8 Counterparts. This Declaration may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute but one and the same instrument. 4. Binding Effect, Run with the Land. This Declaration and the restrictive covenants contained herein shall constitute restrictions and covenants running with the land as to all of the real property burdened and benefited and shall inure to the benefit of and shall be binding upon LORA and Declarant and their respective successors and assigns. (Remainder of Page Intentionally Left Blank; Signature Pages Follow) {01158686;10}} SCHEDULE 2.7.5-B-1 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES IN WITNESS WHEREOF, Declarant has executed this Declaration and LORA has joined in the execution hereof as of the date first written above. URBAN DEVELOPMENT PARTNERS—NW, an Oregon limited partnership By: AES Interests, Inc., an Oregon corporation Its: General Partner By: Name: Daniel Eric Cress Title: President STATE OF OREGON ) ) ss. County of On this day of , 2021, before me, the undersigned Notary Public, personally appeared DANIEL ERIC CRESS, proven to me on the basis of satisfactory evidence to be the person who executed the within instrument as President of AES Interests, Inc., an Oregon corporation, General Partner of URBAN DEVELOPMENT PARTNERS — NW, an Oregon Limited Partnership, pursuant to authority, and acknowledged to me the execution hereof. Notary Public—State of Oregon {01158686;10}} SCHEDULE 2.7.5-B-1 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES LAKE OSWEGO REDEVELOPMENT AGENCY, an urban renewal agency of the City of Lake Oswego By: Name: Martha Bennett Title: Executive Director STATE OF OREGON ) ) ss. County of On this day of , 2021, before me, the undersigned Notary Public, personally appeared MARTHA BENNETT, proven to me on the basis of satisfactory evidence to be the person who executed the within instrument as Executive Director of and on behalf of the LAKE OSWEGO REDEVELOPMENT AGENCY, pursuant to authority, and acknowledged to me the execution hereof. Notary Public—State of Oregon {01158686;10}} SCHEDULE 2.7.5-B-1 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY Real property in the County of Clackamas, State of Oregon, described as follows: "EAST PARCEL" PARCEL I The East 60 feet of Lots 9, 10 and 11, Block 30, FIRST ADDITION TO THE TOWN OF OSWEGO, in the City of Lake Oswego, Clackamas County, Oregon. PARCEL II The Westerly 60 feet of Lots 9, 10 and 11, Block 30, FIRST ADDITION TO THE TOWN OF OSWEGO, in the City of Lake Oswego, County of Clackamas and State of Oregon. PARCEL III Lots 7 and 8, Block 30, FIRST ADDITION TO THE TOWN OF OSWEGO,in the City of Lake Oswego,County of Clackamas and State of Oregon. {01158686;10}} SCHEDULE 2.7.5-B-1 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 1.1 GROUND FLOOR RETAIL AREA [Exhibit to be consistent with the approved Design Development Drawings] {01158686;10}} SCHEDULE 2.7.5-B-1 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 2.7.5-B-2 West Property Declaration of Restrictive Covenants Hotel Component After recording return to: Lake Oswego Redevelopment Agency PO Box 369 Lake Oswego, Oregon 97034 DECLARATION OF RESTRICTIVE COVENANTS THIS DECLARATION OF RESTRICTIVE COVENANTS ("Declaration") is made 2021, by URBAN DEVELOPMENT PARTNERS — NW, an Oregon Limited Partnership ("Declarant"), for the benefit of the CITY OF LAKE OSWEGO, an Oregon municipal corporation ("City") and the LAKE OSWEGO REDEVELOPMENT AGENCY,the Urban Renewal Agency for the City("LORA"). RECITALS A. Declarant is the owner of the real property in Clackamas County, Oregon described in Exhibit A(the "Property"). B. Declarant and LORA entered into a Disposition and Development Agreement (the "DDA") regarding the Property, a Memorandum of which was recorded in the Clackamas County Deed Records on , 2021 under recording number C. Capitalized terms used but not defined in this Declaration have the meanings set forth in the DDA. AGREEMENT AND COVENANTS 1. Use Restrictions. In accordance with Section 8.3.1 of the DDA, the use of the Hotel Component of the Property that is shown on Schedule 1 shall be limited to a boutique hotel for a period beginning immediately following issuance by the City of a temporary certificate of occupancy for the hotel and extending for at least five (5) consecutive years thereafter. 2. Injunctive Relief. In the event of any violation or threatened violation of the restrictive covenant contained herein, it is acknowledged that LORA and the City (and their successors and assigns) will suffer damage that would be irreparable and not fully compensable by damage recovery. Consequently, in such event, LORA or the City shall have, in addition to the right to collect damages, the right to enjoin such violation or threatened violation in a court of competent jurisdiction. 3. General and Miscellaneous Provisions. 3.1 Attorney Fees. In the event legal action is commenced in connection with this Declaration, the prevailing party in such action shall be entitled to recover its reasonable attorney fees and costs incurred in the trial court and any appeal therefrom. The term "action" shall be deemed to include action commenced in the Bankruptcy Court of the United States and any other court of general or limited jurisdiction. The reference to "costs" includes, but is not limited to, deposition costs (discovery and otherwise),witness fees(expert and otherwise),out-of-pocket costs,title search and report expenses,survey costs, surety bonds and any other reasonable expenses. In the event the party is represented by in-house {01158686;10}} SCHEDULE 2.7.5-B-2 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES legal counsel, reasonable attorney fees as described in this section shall include the reasonable value of any services provided by in-house counsel, which shall be calculated by applying an hourly rate commensurate with prevailing market rates charged by attorneys in private practice in the Portland, Oregon metropolitan area for such services. 3.2 Prior Agreements. Excepting the DDA, to which this Declaration is attached as Schedule 2.7.5-B, this Declaration constitutes the entire, final and complete agreement of the parties pertaining to the subject of this Declaration, and supersedes and replaces all other written and oral agreements heretofore made or existing by and between the parties or their representatives insofar as the restrictive covenants contained herein is concerned. 3.3 Time is of the Essence. Time is expressly made of the essence of each provision of this Declaration. 3.4 Nonwaiver. Failure by either party at any time to require performance by the other party of any of the provisions hereof shall in no way affect the party's rights hereunder to enforce the same, nor shall any waiver by a party of the breach hereof be held to be a waiver of any succeeding breach or a waiver of this nonwaiver clause. 3.5 Amendments. This Declaration may be amended, modified or extended without new consideration but only by written instrument executed by Declarant and LORA or Declarant and the City. 3.6 Governing Law. This Declaration shall be construed in accordance with and governed by the laws of the state of Oregon. 3.7 Severability. If any portion of this Declaration shall be invalid or unenforceable to any extent,the validity of the remaining provisions shall not be affected thereby. 3.8 Counterparts. This Declaration may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute but one and the same instrument. 4. Binding Effect, Run with the Land. This Declaration and the restrictive covenants contained herein shall constitute restrictions and covenants running with the land as to all of the real property burdened and benefited and shall inure to the benefit of and shall be binding upon LORA and Declarant and their respective successors and assigns. (Remainder of Page Intentionally Left Blank; Signature Pages Follow) {01158686;10}} SCHEDULE 2.7.5-B-2 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES IN WITNESS WHEREOF, Declarant has executed this Declaration and LORA has joined in the execution hereof as of the date first written above. URBAN DEVELOPMENT PARTNERS—NW, an Oregon limited partnership By: AES Interests, Inc., an Oregon corporation Its: General Partner By: Name: Daniel Eric Cress Title: President STATE OF OREGON ) ) ss. County of On this day of , 2021, before me, the undersigned Notary Public, personally appeared DANIEL ERIC CRESS, proven to me on the basis of satisfactory evidence to be the person who executed the within instrument as President of AES Interests, Inc., an Oregon corporation, General Partner of URBAN DEVELOPMENT PARTNERS — NW, an Oregon Limited Partnership, pursuant to authority, and acknowledged to me the execution hereof. Notary Public—State of Oregon {01158686;10}} SCHEDULE 2.7.5-B-2 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES LAKE OSWEGO REDEVELOPMENT AGENCY, an urban renewal agency of the City of Lake Oswego By: Name: Martha Bennett Title: Executive Director STATE OF OREGON ) ) ss. County of On this day of , 2021, before me, the undersigned Notary Public, personally appeared MARTHA BENNETT, proven to me on the basis of satisfactory evidence to be the person who executed the within instrument as Executive Director of and on behalf of the LAKE OSWEGO REDEVELOPMENT AGENCY, pursuant to authority, and acknowledged to me the execution hereof. Notary Public—State of Oregon {01158686;10}} SCHEDULE 2.7.5-B-2 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY Real property in the County of Clackamas, State of Oregon, described as follows: The South 40 feet of Lot 6 and all of Lots 7 and 8, Block 31, FIRST ADDITION TO THE TOWN OF OSWEGO, in the City of Lake Oswego, County of Clackamas and State of Oregon; the South 40 feet of said Lot 6 being determined by a line drawn parallel to and 40 feet distant Northerly from (measured along the East line of Lot 6)from the South line of said lot. {01158686;10}} SCHEDULE 2.7.5-B-2 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 1 HOTEL IMPROVEMENTS [Exhibit to be consistent with the approved Design Development Drawings] {01158686;10}} SCHEDULE 2.7.5-B-2 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 2.7.6 Form of Special Warranty Deed Name of Document for Recording: Special (For County Recording Use Only) Warranty Deed Grantor: Lake Oswego Redevelopment Agency, PO Box 369, Lake Oswego,Oregon 97034 Grantee: UDP , 116 NE 6th Avenue, Ste. 400, Portland, OR 97232 Consideration: $ , together with other good and valuable consideration. Tax Statement to be mailed to: Urban Development Partners — NW, 116 NE 6th Avenue, Ste. 400, Portland, OR 97232 Statutory Recordation Authority: ORS 93.850. After Recording, Return To: Urban Development Partners— NW, 116 NE 6th Avenue, Ste. 400, Portland, OR 97232 SPECIAL WARRANTY DEED LAKE OSWEGO REDEVELOPMENT AGENCY,an urban renewal agency of the City of Lake Oswego,Grantor,conveys and specially warrants to UDP , Grantee, the following described real property in Clackamas County, Oregon, free of encumbrances created or suffered by the Grantor except as specifically set forth herein: [Insert correct legal description for East Property or West Property] BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE PERSON'S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. 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 DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. The true consideration for this conveyance is $ together with other good and valuable consideration. [Remainder of Page Intentionally Blank; Signature Page Follows] {01158686;10}} SCHEDULE 2.7.6 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES Dated this day of , 202 . LAKE OSWEGO REDEVELOPMENT AGENCY, an urban renewal agency of the City of Lake Oswego By: Martha Bennett, Executive Director STATE OF OREGON ) ) ss. County of Clackamas ) On this day of , 202 , before me, the undersigned Notary Public, personally appeared MARTHA BENNETT, proven to me on the basis of satisfactory evidence to be the person who executed the within instrument as Executive Director of and on behalf of the LAKE OSWEGO REDEVELOPMENT AGENCY, pursuant to authority, and acknowledged to me the execution hereof. Notary Public—State of Oregon {01158686;10}} SCHEDULE 2.7.6 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 2.8.3.7 Form of Freestanding Completion Guaranty COMPLETION GUARANTY This Completion Guaranty(the "Guaranty") is made as of , 202 , by DANIEL ERIC CRESS, an individual ("Cress"), and AVRAHAM BEN-ZAKEN, an individual ("Ben-Zaken"),to and for the benefit of THE LAKE OSWEGO REDEVELOPMENT AGENCY,the Urban Renewal Agency of the City of Lake Oswego, and the CITY OF LAKE OSWEGO, a municipal corporation of the State of Oregon (collectively "LORA"). Cress and Ben- Zaken are referred to herein, individually or collectively, as the context requires, as "Guarantor," each of such parties having joint and several liability under this Guaranty. RECITALS A. LORA and Urban Development Partners — NW, an Oregon limited partnership (and its assigns, "UDP") have entered into an Agreement for the Disposition and Development of North Anchor Properties, City of Lake Oswego, dated as of December , 2021 (as may be amended in the future, the "Development Agreement"). Capitalized terms used and not otherwise defined herein shall have the meanings given to them in the Development Agreement. [Note: SPE/assignee can be named and used throughout when the guaranty is provided.] B. Pursuant to the terms of the Development Agreement, UDP intends to develop the [Hotel Component or Mixed Use Component] on the [West Property or the East Property] into a [boutique hotel component or a residential/mixed use component], as more fully described in the Development Agreement (the "Project"). C. Pursuant to the terms of the Development Agreement,the Project will be constructed by UDP, and to assist with the financing of the Project, LORA intends to pay to or for the benefit of UDP the LORA Permit Payments [and the LORA Construction Payment]. D. Cress is the President of AES Interests, Inc., an Oregon corporation ("AES") and the general partner of UDP, and Ben-Zaken is the Secretary of AES. Additionally, Cress, as an individual, and Ben-Zaken, pursuant to his interest in The Ben-Zaken 2001 Trust dated 11/13/2001, are limited partners of UDP. Thus, Guarantor will derive a material financial benefit from the LORA Permit Payments and the LORA Construction Payment. E. LORA has relied on the statements and agreements contained herein in agreeing to make the LORA Permit Payments [and the LORA Construction Payment]. The execution and delivery of this Guaranty by Guarantor is a condition precedent to LORA making the LORA Permit Payments [and the LORA Construction Payment]. AGREEMENTS NOW,THEREFORE, intending to be legally bound and in consideration of the matters described in the foregoing Recitals,which Recitals are incorporated herein and made a part hereof,and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Guarantor {01158686,10} covenants and agrees for the benefit of LORA and their respective successors, indorsees, transferees, participants and assigns as follows: 1. Guarantor, absolutely, unconditionally, and irrevocably guarantees: (a) the full, complete and punctual observance, performance and satisfaction of all of the obligations, duties, covenants and agreements of UDP under the Development Agreement with respect to the completion of construction of the Project in accordance with (1) the Final Construction Plans and Specifications and (2) the time period and other requirements set forth in the Development Agreement, including, without limitation, to perform, complete and pay for (or cause to be performed, completed and paid for) the construction of the Project and to pay all costs, fees and charges of construction of the Project and all other costs associated with the construction of the Project including, without limitation, the costs of any architects' and engineers' fees, if UDP shall fail to perform, complete or pay for such work; and (b) the full and prompt payment of any Enforcement Costs (as defined in Section 6 hereof). All obligations described in subsections (a) and (b) of this Section 1 are referred to herein as the "Obligations." 2. In the event of any default by UDP in performance of any of the Obligations and the expiration of any applicable cure or grace period pursuant to the Development Agreement, Guarantor agrees, on demand by LORA, to pay or perform such Obligations. In the event of any default by UDP in performance of the Obligations and the expiration of any applicable cure or grace period pursuant to the Development Agreement, LORA shall have the right, at its option, either before, during or after pursuing any right or remedy against Guarantor under this Guaranty, to perform any and all of the Obligations by or through any agent, contractor or subcontractor of its selection. If any construction of the Project is undertaken by LORA or any other party on behalf of LORA in accordance with the terms of this Guaranty, Guarantor shall reimburse LORA for all reasonable out-of-pocket costs and expenses incurred by LORA in undertaking the construction of the Project pursuant to the Final Construction Plans and Specifications. All of the remedies set forth in this Guaranty and/or provided for in the Development Agreement shall be available to LORA, and the choice by LORA of one such alternative over another shall not be subject to question or challenge by Guarantor or any other person, nor shall any such choice be asserted as a defense, setoff, or failure to mitigate damages in any action, proceeding, or counteraction by LORA to recover or seeking any other remedy under this Guaranty, nor shall such choice preclude LORA from subsequently electing to exercise a different remedy. The parties have agreed to the alternative remedies hereinabove specified in part because they recognize that the choice of remedies in the event of a failure hereunder will necessarily be and should properly be a matter of good faith business judgment,which the passage of time and events may or may not prove to have been the best choice to maximize recovery by LORA at the lowest cost to UDP and/or Guarantor. It is the intention of the parties that such good faith choice by LORA be given conclusive effect regardless of such subsequent developments. 3. Guarantor does hereby: (a)waive notice of acceptance of this Guaranty by LORA and any and all notices and demands of every kind which may be required to be given by any statute, rule or law; (b) agree to refrain from asserting, until completion of the Project, any defense or other claim which Guarantor may have against UDP; (c) waive any and all rights Guarantor may have under any anti- {01158686;10} -2- deficiency statute or other similar protections; (d)waive presentment for payment,demand for payment, notice of nonpayment or dishonor, protest and notice of protest, diligence in collection and any and all formalities which otherwise might be legally required to charge Guarantor with liability; and (e)waive any failure by LORA to inform Guarantor of any facts LORA may now or hereafter know about UDP,the Project, or the transactions contemplated by the Development Agreement, it being understood and agreed that LORA has no duty so to inform and that Guarantor is fully responsible for being and remaining informed by UDP of all circumstances bearing on the risk of nonperformance of the Obligations. Guarantor acknowledges that no representations of any kind whatsoever have been made by LORA. No modification or waiver of any of the provisions of this Guaranty shall be binding upon LORA except as expressly set forth in a writing duly signed and delivered by LORA. 4. Guarantor further agrees that Guarantor's liability as guarantor shall in no way be impaired or affected by any waiver by LORA under the Development Agreement, or by LORA's failure or election not to pursue any other remedies it may have against UDP or Guarantor, or by any change or modification in the Development Agreement, it being the intent hereof that,subject to LORA's compliance with the terms of this Guaranty, Guarantor shall remain liable for the performance of the Obligations, notwithstanding any act or thing which might otherwise operate as a legal or equitable discharge of a surety. Guarantor further understands and agrees that LORA may at any time enter into agreements with UDP to amend and modify the Development Agreement, and may waive or release any provision or provisions of the Development Agreement, and, with reference to such instrument, may make and enter into any such agreement or agreements as LORA and UDP may deem proper and desirable,without in any manner impairing or affecting this Guaranty or any of LORA's rights hereunder or Guarantor's obligations hereunder. Notwithstanding anything herein to the contrary,this Guaranty shall automatically terminate in all respects upon the earlier to occur of (a) the termination of the Development Agreement or (b) LORA's issuance of the Certificate of Completion to UDP for the [Hotel Component or Mixed Use Component] on the [West Property or the East Property] and UDP's payment in full of all construction costs associated therewith. 5. This is an absolute, present and continuing guaranty of performance and completion and not of collection. Guarantor agrees that this Guaranty may be enforced by LORA without the necessity at any time of resorting to or exhausting any other security or collateral given in connection herewith or with the Development Agreement through foreclosure or sale proceedings, as the case may be, or resorting to any other guaranties, and Guarantor hereby waives any right to require LORA to join UDP in any action brought hereunder or to commence any action against or obtain any judgment against UDP or to pursue any other remedy or enforce any other right. Guarantor further agrees that nothing contained herein or otherwise shall prevent LORA from pursuing concurrently or successively all rights and remedies available to LORA under this Guaranty or under the Development Agreement, and the exercise of any of its rights or the completion of any of its remedies shall not constitute a discharge of Guarantor's obligations hereunder, it being the purpose and intent of Guarantor that the obligations of Guarantor hereunder shall be absolute, independent and unconditional under any and all circumstances whatsoever. None of Guarantor's obligations under this Guaranty or any remedy for the enforcement thereof shall be impaired, modified, changed or released in any manner whatsoever by any impairment, modification, change, release or limitation of the liability of UDP under the Development Agreement or by reason of the bankruptcy of UDP or by reason of any creditor or bankruptcy proceeding instituted by or against UDP. {01158686;10} -3- 6. If: (a) this Guaranty is placed in the hands of attorneys for collection or is collected through any legal proceeding; (b) attorneys are retained to represent LORA in any bankruptcy, reorganization, receivership, or other proceedings affecting creditors' rights and involving a claim under this Guaranty; (c) attorneys are retained to provide advice or other representation with respect to this Guaranty; or (d) attorneys are retained to represent LORA in any proceedings whatsoever in connection with this Guaranty and LORA prevails in any such proceedings, then Guarantor shall pay to LORA upon demand all reasonable out-of-pocket costs and expenses incurred in connection therewith, including attorney fees(all of which are referred to herein as"Enforcement Costs"), in addition to all other amounts due hereunder. 7. The parties hereto intend and believe that each provision in this Guaranty comports with all applicable local, state and federal laws. However, if any provision or provisions, or if any portion of any provision or provisions, in this Guaranty is found by a court of law to be in violation of any applicable local, state or federal law, and if such court should declare such portion, provision or provisions of this Guaranty to be illegal, invalid, unlawful,void or unenforceable as written,then it is the intent of all parties hereto that such portion, provision or provisions shall be given force to the fullest possible extent that they are legal, valid and enforceable, that the remainder of this Guaranty shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion, provision or provisions were not contained therein, and that the rights, obligations and interest of LORA shall continue in full force and effect. 8. GUARANTOR AND LORA HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS GUARANTY, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. GUARANTOR AND LORA ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS GUARANTY AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. GUARANTOR AND LORA FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY, THE DEVELOPMENT AGREEMENT, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE DEVELOPMENT AGREEMENT. 9. A notice under this Guaranty by any party to any other party shall be given in writing with all applicable postage and delivery charges prepaid by: (a) personal delivery or messenger services; (b) nationally recognized overnight courier service; (c) registered or certified mail; or (d) e-mail, and addressed as follows: If to Cress: Eric Cress c/o Urban Development Partners 116 NE 6th Avenue, Suite 400 Portland, OR 97232 {01158686;10} -4- Email: eric@udplp.com With a copy to: Radler White Parks&Alexander LLP Attn: Dina Alexander 111 SW Columbia Street, Suite 700 Portland, OR 97201 Email: dalexander@radlerwhite.com If to Ben-Zaken: Avi Ben-Zaken c/o Urban Development Partners 116 NE 6th Avenue, Suite 400 Portland, OR 97232 Email: avi@udplp.com With a copy to: Radler White Parks&Alexander LLP Attn: Dina Alexander 111 SW Columbia Street, Suite 700 Portland, OR 97201 Email: dalexander@radlerwhite.com If to LORA: Lake Oswego Redevelopment Agency Attn: Executive Director 380 A Avenue Lake Oswego, OR 97034 Email: mbennett@ci.oswego.or.us With a copy to: City of Lake Oswego Attn: City Attorney 380 A Avenue Lake Oswego, OR 97034 Email:jloos@ci.oswego.or.us Notices shall be deemed received by the addressee upon the earlier of actual delivery or refusal of a Party to accept delivery thereof; provided that notices sent by e-mail shall be deemed given on the date received if and only if delivered prior to 5:00 p.m. Pacific Time and if simultaneously sent by another means allowed hereunder.The addresses to which notices are to be delivered may be changed by giving notice of such change in address in accordance with this notice provision. Notices may be given by counsel to a Party on behalf of such Party {01158686;10} -5- 10. Each Guarantor individually only, and not as to any other Guarantor, warrants, represents, covenants and agrees as follows: (a) The execution,delivery, and performance by Guarantor of this Guaranty does not and will not contravene or conflict with: (i) any law,order, rule, regulation,writ, injunction or decree now in effect of any government, governmental instrumentality or court having jurisdiction over Guarantor; (ii) any contractual restriction binding on or affecting Guarantor or Guarantor's property or assets which may adversely affect Guarantor's ability to fulfill its obligations under this Guaranty;or(iii)the instruments creating any trust holding title to any assets included in Guarantor's financial statements. This Guaranty creates legal,valid, and binding obligations of Guarantor enforceable in accordance with its terms. (b) Guarantor has received,or will receive, direct or indirect benefit from the making of this Guaranty,the entering into and execution of the Development Agreement, and the making of the LORA Permit Payments and the LORA Construction Payment; (c) As of the date hereof, and after giving effect to this Guaranty and the contingent obligations evidenced hereby, Guarantor is and expects to be solvent at all times and has and expects to have assets at all times that, fairly valued, exceed his or its obligations, liabilities and debts, and has and expects to have property and assets at all times sufficient to satisfy and repay his or its obligations and liabilities. 11. Notwithstanding anything to the contrary set forth in this Guaranty, (a) LORA's rights under this Guaranty are subject to all rights and remedies of any lender who provides a loan for construction of the Project(each a "Lender"); (b) LORA is prohibited from enforcing this Guaranty unless and until any Lender has disbursed loan proceeds to its borrower or guarantors if and only if such Lender is legally obligated to disburse such proceeds as a prerequisite to the obligation of the borrower or guarantors to complete construction under the loan agreement and other documents executed in favor of such Lender; and (c) except as expressly required by the Development Agreement, LORA has no obligation to disburse any funds to UDP or the Guarantor as a prerequisite to UDP's obligation to complete construction of the Project. 12. Although this Guaranty is made in favor of The Lake Oswego Redevelopment Agency(for purposes of this paragraph only, the "Agency") and the City of Lake Oswego (for purposes of this paragraph only, the "City"), the City and Agency may not pursue separate actions to enforce the terms and conditions of this guaranty. Rather, an enforcement action may be brought by the Agency, the City, or by both the Agency and City acting in concert and collectively. 13. This Guaranty shall be binding upon the heirs, executors, legal and personal representatives, successors and assigns of Guarantor and shall not be discharged in whole or in part by the death or dissolution of any Guarantor. 14. Any and all amounts required to be paid by Guarantor hereunder shall be paid to LORA in United States currency at such place as LORA may, from time to time, in writing appoint. [REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK] {01158686;10} -6- IN WITNESS WHEREOF, Guarantor has delivered this Guaranty in the State of Oregon as of the date first written above. "GUARANTOR": Daniel Eric Cress Avraham Ben-Zaken {01158686;10}} SCHEDULE 2.8.3.7 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 3.1.1.1 Environmental Assessments and Conditions Disclosure 39-41 B Avenue 1. Phase I Environmental Site Assessment dated June 27, 2012, by Kleinfelder, 355 pages 2. Limited Phase II Environmental Site Assessment Report dated October 26, 2012, by Kleinfelder, 64 pages 3. Phase I Environmental Site Assessment Summary and Soil Vapor Sampling Recommendations dated June 22, 2012, by Kleinfelder, 3 pages 27 B Avenue/504 N. State Street 4. Temporary Closure of Underground Storage Tanks, Facility No.: 7221. DEQ and MacLean correspondence and documents, 56 pages 5. Beneficial Water Use Survey dated March 14, 2014, by Kleinfelder, 31 pages 6. Letter from DEQ to Sidaro Sin dated April 21, 2014, regarding Pathway to Closure, One-Stop Machine Shop site, ECS# 1418, 2 pages 7. Phase I Environmental Site Assessment Report dated November 28, 2012, by Wohlers Environmental Services, Inc., 816 pages 8. Phase II Environmental Site Assessment Report dated June 12, 2013, by Kleinfelder, 216 pages 9. Kleinfelder response to DEQ comments, Phase II Environmental Site Assessment, dated January 21, 2014,with attachments, 21 pages 10. Phase I Environmental Site Assessment Report dated July 27, 2016 for Sturgeon Development Partners by GeoDesign, Inc., 355 pages 11. Voluntary Cleanup Letter Agreement correspondence and related documents, One Stop Machine Shop ECSI #1418, 18 pages 12. RCRA Waste Site Identification Form,June 2, 2014, 4 pages 13. Request for Waste Profiling and Disposal Approval dated June 23, 2014, 7 pages 14. Acknowledgment of Withdrawal of RCRA Site Identification Number letter from Edna Mayes to Sidaro Sin dated February 24, 2015, 1 page 15. DEQ Site Assessment Program—Strategy Recommendation dated July 5, 1994, 12 pages 16. Car Automotive DEQ File No.: 03-94-0065, 174 pages 17. Investigation and Remediation of Heavy Oil Contamination 1992-1994, 89 pages 18. Letter from DEQ to Sidaro Sin acknowledging withdrawal from DEQ Voluntary Cleanup Program, One-Stop Machine Shop site, ECSI# 1418, dated May 1, 2015, 1 page 19. 2013 RCRA ID Form and Annual Report, 6 pages 20. 2014 RCRA ID Form and Annual Report, 6 pages 21. DEQ Site Confirmation letter from DEQ to Sidaro Sin dated June 16, 2014, 1 page 500 15Y Street 22. Phase I Environmental Site Assessment dated September 20, 2011, by Kleinfelder, 301 pages 23. Environmental Evaluation letter from PBS Environmental to Chuck O'Leary dated February 24, 2000, 5 pages 525 15Y Street 24. Phase I Environmental Site Assessment dated March 19, 2012, by Kleinfelder, 312 pages {01158686;10}} SCHEDULE 3.1.1.1 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 6.1 LORA Permit Payments Land Use Fees: • Pre-Application, Land Use and Appeals Building& Permit Fees: • Demolition, Tree Removal and Protection, Excavation/ Shoring, Erosion, Grading, Street Opening, Encroachment, Electrical, Engineering Public Improvement Review, Plumbing, Mechanical,Structural, Fire, Fire/Life/Safety, Records Retention, State Surcharge, Metro Excise Tax, School Excise Tax. Systems Development Charges: • Sewer, Water, Surface Water, Parks & Recreation,Transportation {01158686;10}} SCHEDULE 6.1 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 7.11.3 Certificate of Completion AFTER RECORDING RETURN TO: Lake Oswego Redevelopment Agency City of Lake Oswego PO Box 369 Lake Oswego, Oregon 97034 CERTIFICATION OF COMPLETION WHEREAS, pursuant to that certain AGREEMENT FOR THE DISPOSITION AND DEVELOPMENT OF NORTH ANCHOR PROPERTIES, CITY OF LAKE OSWEGO, as amended and including all Schedules thereto, ("DDA") by and between URBAN DEVELOPMENT PARTNERS — NW, an Oregon Limited Partnership ("UDP"), and the LAKE OSWEGO REDEVELOPMENT AGENCY, the Urban Renewal Agency of the City of Lake Oswego ("LORA"), dated , 2021, a memorandum of which was recorded on 2021, at Fee Number , Official Deed Records of Clackamas County, Oregon. Pursuant to the DDA, UDP agreed to construct certain improvements on certain real property situated in Lake Oswego, County of Clackamas, Oregon,to wit: [Hotel Component or Mixed Use Component] on the [West Property or the East Property],which improvements are described in Exhibit A hereto(the"Completed Improvements")and which property is more particularly described in Exhibit B hereto (the "Property"). WHEREAS, capitalized terms used but not defined herein have the meanings set forth in the DDA. WHEREAS, LORA has conclusively determined as to the[Hotel Component or Mixed Use Component] on the [West Property or the East Property]that: (a) the City has signed off on completion of all conditions in the land use approval required for occupancy of the [Hotel Component, or Mixed Use Component or Project,as applicable], provided, however, that, for conditions in the land use approval related to public improvements or improvements in the public right of way, such conditions will be considered complete upon the City confirming such condition is complete to the extent located on the frontage of the[Hotel Component, or Mixed Use Component or Project,as applicable]; (b) the City Building Official has issued a certificate of occupancy with respect to all aspects of the construction of the [Hotel Component, Mixed Use Component or Project,as applicable]; and (c) UDP has obtained a No Further Action letter from DEQ in relation to ESCI#1418(27 B Avenue/504 N. State Street). WHEREAS, LORA's determination regarding the above construction obligations is not directed to, and LORA assumes no responsibility for, engineering or structural matters, latent defects, or compliance with building codes and regulations or applicable law regarding construction standards. {01158686;10}} SCHEDULE 7.11.3 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES NOW, THEREFORE, LORA does hereby certify that (a) UDP has satisfied in full all obligations to LORA under the DDA to construct the Completed Improvements and to pay costs associated with such construction, and (b) no Mortgagee or party acquiring or leasing any portion of the Completed Improvements shall have any obligation to LORA under the DDA with respect to the construction of the Completed Improvements or payment of costs related thereto. Nothing contained in this instrument shall modify in any other way any other provisions of the DDA or any other provision of any documents incorporated into the DDA, including the survival provisions contained therein. (Remainder of Page Intentionally Blank; Signature Page Follows) {01158686;10}} SCHEDULE 7.11.3 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES IN WITNESS WHEREOF, LORA has executed this Certificate of Completion as of the day of , 202 LAKE OSWEGO REDEVELOPMENT AGENCY, an urban renewal agency of the City of Lake Oswego By: Martha Bennett, Executive Director STATE OF OREGON ) ss. County of Clackamas ) On this day of , 202 , before me, the undersigned Notary Public, personally appeared MARTHA BENNETT, proven to me on the basis of satisfactory evidence to be the person who executed the within instrument as Executive Director of and on behalf of the LAKE OSWEGO REDEVELOPMENT AGENCY, pursuant to authority, and acknowledged to me the execution hereof. Notary Public—State of Oregon {01158686;10}} SCHEDULE 7.11.3 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES EXHIBIT A COMPLETED IMPROVEMENTS Hotel Component on the West Property Hotel and Parking: [seventy(70)to eighty(80)] keys in a high-quality boutique hotel,together with [not less than sixty(60)] parking spaces, and with food service on the hotel property. Right-of-Way Improvements located on the frontage of the Property Mixed Use Component on the East Property Mixed Use and Parking: (a) A total of [sixty (60) to seventy (70)] residential apartment units, (b) [5,500 to 6,500] square feet of ground floor commercial space, and (c) [seventy-five (75) to ninety-five (95)] parking spaces Right-of-Way Improvements located on the frontage of the Property {01158686;10}} SCHEDULE 7.11.3 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES EXHIBIT B REAL PROPERTY DESCRIPTION Hotel Component on the West Property The South 40 feet of Lot 6 and all of Lots 7 and 8, Block 31, FIRST ADDITION TO THE TOWN OF OSWEGO, in the City of Lake Oswego, County of Clackamas and State of Oregon; the South 40 feet of said Lot 6 being determined by a line drawn parallel to and 40 feet distant Northerly from (measured along the East line of Lot 6)from the South line of said lot. Mixed Use Component on the East Property PARCEL I The East 60 feet of Lots 9, 10 and 11, Block 30, FIRST ADDITION TO THE TOWN OF OSWEGO, in the City of Lake Oswego, Clackamas County, Oregon. PARCEL II The Westerly 60 feet of Lots 9, 10 and 11, Block 30, FIRST ADDITION TO THE TOWN OF OSWEGO, in the City of Lake Oswego, County of Clackamas and State of Oregon. PARCEL Ill Lots 7 and 8, Block 30, FIRST ADDITION TO THE TOWN OF OSWEGO, in the City of Lake Oswego, County of Clackamas and State of Oregon. {01158686;10}} SCHEDULE 7.11.3 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES SCHEDULE 8.3.2.1 Allowed Uses for Commercial Spaces(except Corner Space) in Mixed Use Component • Restaurants • Food and Beverage Services • Retail Sales • Personal Services • Office (business or professional) • Financial institutions • Medical and Dental • Fitness {01158686;10}} SCHEDULE 8.3.2.1 to DISPOSITION AND DEVELOPMENT AGREEMENT/NORTH ANCHOR PROPERTIES