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SETTLEMENT AGREEMENT between WASHINGTON COUNTY, a Political

Subdivision of the State of Oregon and TAKFAL, LLC, an Oregon Limited Liability Company

This Settlement Agreement (“Agreement”) is entered into by and between Washington

County (“County”) and TakFal, LLC (“TakFal”)(each individually referred to as a “Party” and jointly referred to herein as “the Parties”).

RECITALS A. The City of Sherwood’s Adams Avenue North Concept Plan, adopted in 2009, sets forth

the envisioned development of parcels in the north-east corner of SW Tualatin – Sherwood Road and Highway 99W, among other surrounding areas within Sherwood. SW Tualatin-Sherwood Road and Highway 99W requires roadway and intersection capacity improvements in order to accommodate the development within the concept plan, as well as to improve traffic circulation for the existing conditions.

B. In 2012, the SW Tualatin-Sherwood Road improvement project (“Project”) was selected

by the Washington County Coordinating Committee to receive funding from the Major Streets Transportation Improvement Program (MSTIP 3d). Funding for construction of the Project was approved by the Board of Commissioners on July 24, 2012.

C. In 2013, the County Engineer recommended one of several alternatives relating to Project

design. The recommendation stated as follows: “[R]egulate and remove the traffic signal located approximately 600 feet east of Highway 99W and between Hwy 99W and Baler Way (‘Regency/Sherwood Market Center – TakFal/Sherwood Cinemas traffic signal’) and change access to right-in/right-out.” The Director of Land Use and Transportation concurred with the recommendation on September 5, 2013 (“County Decision”).

D. TakFal and another property owner appealed the County Decision to the Land Use Board

of Appeals (“LUBA”) in 2013 (LUBA No. 2013-091 (consolidated)). The LUBA decision was subsequently appealed to the court of appeals (A156513). The court of appeals affirmed LUBA’s remand to the County for additional consideration in light of arguments brought forth by appellants.

E. The Parties desire to enter into this Agreement for the purpose of compromising,

resolving, and adjusting all present and future claims and disputes between the Parties related to the County Decision. The Parties understand and agree that their respective objectives will be best served by entering into this Agreement to provide for the rights and obligations of the Parties.

The Parties agree as follows:

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AGREEMENT 1. Effective Date. The Parties acknowledge and agree that the terms of this Agreement are

contingent upon, and shall not be effective until, the removal of the existing traffic signal is lawfully settled and free from any and all claims, suits, actions, appeals, or expenses of any nature resulting from or arising from the County Decision.

2. County Obligations. The County shall design, construct, and install the “Baler Way

Improvements” and “99W Right-In Access” projects in accordance with the 100% drawings and specifications approved by the County Engineer.

i. Baler Way Improvements: Construction of a three-lane street improvement

consisting of one travel lane in each direction and one center turn lane, curb and gutter, and storm drainage at ultimate alignment and grade upon SW Tualatin- Sherwood Road as depicted in Exhibit A.

ii. 99W Right-In Access: Construction of a right-in only access at TakFal’s northern

property line and a northbound right turn lane on 99W into the right-in only access. The access shall have at least 100 feet of throat depth into TakFal’s property before it ties into the parking lot as shown in the lower left corner of Exhibit A.

iii. In no event shall TakFal be obligated to pay to the County money or dedicate

more right-of-way (ROW) than specified hereunder as part of this Agreement. Any additional Improvement Costs incurred by the County and/or its contractor exceeding the ROW dedication, including without limitation, any cost overruns, shall be borne by the County and/or the County’s contractor without benefit of reimbursement by TakFal.

iv. The removal of the existing traffic signal and the access modification described in

Section C of the above Recitals shall not occur until the improvements specified in subsection i. and ii. above are completed and placed in service.

3. TakFal Obligations.

i. TakFal shall dedicate ROW located on TakFal’s frontage for the road project as illustrated in Exhibit B. TakFal shall also dedicate the ROW needed to construct the right-in access along 99W. Dedication deeds for the ROW shall be signed no later than thirty (30) days prior to the County’s project bid date.

ii. TakFal shall grant County a permit of entry to perform parking lot work as shown

on the parking lot depiction in Exhibit A. iii. TakFal shall release County from any and all claims of any nature whatsoever,

whether known or unknown, including any future claim, arising from any decision by the County to remove the existing traffic signal described in Section C of the above Recitals.

iv. TakFal shall not object, in any manner, to removal of the existing traffic signal

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described in Section C of the above Recitals, and shall not participate in any proceeding including, but not limited to, action, claim, suit, or appeal arising from a County decision to remove the aforementioned existing traffic signal.

4. Further Assurances. Each Party shall execute and deliver any and all additional papers,

documents and other assurances, reasonably requested and necessary, and shall do any and all acts and things reasonably necessary in connection with the performance of its obligations hereunder in good faith, to carry out the intent of the Parties.

5. Modification or Amendment. No amendment, change, or modification of this Agreement

shall be valid, unless in writing and signed by the Parties. 6. Relationship. Nothing herein shall be construed to create an agency relationship or a

partnership or joint venture between the Parties. 7. Burden and Benefit; Assignment. The covenants and agreements contained herein shall

be binding upon and inure to the benefit of the Parties and their successors and assigns. Neither Party shall assign this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed.

8. No Continuing Waiver. The waiver of either Party of any breach of this Agreement shall

not operate or be construed to be a waiver of any subsequent breach. 9. Applicable Law. This Agreement shall be interpreted under the laws of the State of

Oregon. 10. Remedies. In the event of any controversy or claim arising out of or relating to this

Agreement, or the breach thereof, the Parties may use all available remedies, and the prevailing party in any resulting legal proceeding shall be entitled to recover its reasonable attorney fees, including fees incurred in any appeal. In the event of mediation, the costs shall be shared equally by the Parties.

11. Rights Cumulative. All rights, remedies, powers and privileges conferred under this

Agreement on the Parties shall be cumulative of and in addition to, but not restrictive or in lieu of, those conferred by law.

12. Counterparts. This Agreement may be executed in several counterparts, each of which

shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

13. No Third Party Beneficiaries. None of the duties and obligations of any Party under this

Agreement shall in any way or in any manner be deemed to create any rights in any person or entity other than the Parties hereto.

14. Merger. This Agreement constitutes the entire agreement among and between the Parties

with respect to the subject matter hereof and supersedes all prior agreements or proposals, oral or written, and all other communication between the Parties related to the subject matter of this Agreement. This Agreement cannot be amended or supplemented except by written agreement signed by all the Parties, as provided by this Agreement.

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15. 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.

16. Captions. The captions or headings in this Agreement are for convenience only and do

not define, limit, or describe the scope or intent of any provision of this Agreement. 17. Enforced Delay, Extension of Times of Performance. In addition to the specific

provisions of this Agreement, performance by any Party shall not be in default where delay is due to war; insurrection, strikes, riots, floods, drought, earthquakes, fires, casualties, acts of God, governmental restrictions imposed or mandated by governmental entities other than the County, enactment of conflicting state or federal laws or regulations, new or supplementary environmental regulation, litigation or similar bases for excused performance which is not within reasonable control of the Party to be excused.

19. Effective Date. This Agreement shall take effect upon execution by both Parties. AGREED TO:

TakFal, LLC Washington County, Oregon

By: By:

Name: Name:

(Print) (Print) Title: Title:

Date:

By:

Date:

Name:

(Print) Title: Date:

Exhibit A Page 1 of 1

Exhibit B Page 1 of 3

Exhibit B Page 2 of 3

Exhibit B Page 3 of 3