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17-102617
` FILE CITY OF �. Federal June 30, 2017 Edward Walsh Deputy Public Works Director 33325 8"' Avenue South Federal Way, WA 98003 Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.cityoffederalway.com Jim Ferrell, Mayor RE: File #17-102617-000-00-SU; PRELIMINARY BINDING SITE PLAN APPROVAL TCIII Binding Site Plan, 31510 Pete Von Reichbauer Way South, Federal Way Dear Mr. Walsh: The city's Community Development Department has completed the administrative review for the TCIII BSP. The applicant proposes to subdivide one commercial lot into two commercial lots. The site is located at 3 15 10 Pete Von Reichbauer Way South (f.k.a. 20"' Ave. S.), tax parcel number 092104-9166. The Department received your application on June 2, 2017, and deemed the application complete the same day. The City of Federal Way hereby grants approval of the TC111 BSP. This approval corresponds to the BSP drawing, resubmitted June 28, 2017. Pursuant to Federal Way Revised Code (FWRC), Binding Site Plan applications shall be processed in accordance with the provisions of short subdivisions; therefore, this Decision of the Director is based on the enclosed Statement of Facts and Conclusions and in accordance with decision criteria set forth in FWRC 18.30.110(2). CONDITION OF APPROVAL 1. Public right-of-way dedication and frontage improvements shall be provided when Parcel B is developed/redeveloped. 2. Stormwater improvements for Parcel B must meet standards that are in place at time of permitting for the development/redevelopment of the property. RECORDATION Please submit the following items to the permit center with the enclosed resubmittal form: (1) one set of signed and notarized drawings; and (2) two sets of paper copies of the signed/notarized drawings. The department will record the BSP drawing and route the conformed copy to the applicant. APPEAL PROCESS Pursuant to FWRC 18.30.140, any person who receives a copy of this decision may appeal the decision within 14 days of the date of issuance. The decision may be appealed in the form of a letter delivered to the Community Development Department by 5:00 p.m., July 14, 2017. An appeal letter must contain a ivIr. Walsh June 30. 2017 Pane 2 clear reference to the matter being appealed, along with a copy of the decision. A statement of the alleged errors in the decision and required appeal fee must be included. SEPA THRESHOLD DETERMINATION Pursuant to the State Efivironnnental Policy Act (RC W Chapter 43.21 C), the proposal is exempt from SEPA review. DURATION OF APPROVAL Binding Site Plan approval shall expire five years from the date of issuance of this decision. However, the applicant may submit a written request in the form of a letter with supporting documentation to the Community Development Department requesting an extension pursuant to FWRC 18.05.090. REQUESTS FOR CHANGE OF VALUATION Any affected property owners may request a change in valuation for property tax purposes, notwithstanding any program of revaluation. CLOSING This decision does not waive compliance with future City of Federal Way codes, policies, and standards relating to this development. This BSP approval does not constitute approval of land clearing or a building permit. If you have any questions regarding this decision, please contact Becky Chapin, Associate Planner, at 253-835-2641, or Becky.cliapin@cityoffederalway.com. Sincerely, a Brian Davis Community Development Director enc: Exhibit A -Statement of Facts & Conclusions Resubmittal Information Form c: Ann Dower. Senior Engineering Plans Reviewer Sarady Long. SeniorTransportation Planning Engineer Becky Chapin, Associate Planner 17-10'617 Doc I D 7606S CITY OF Federal Way Exhibit A Statement of Facts TCIII BSP, File No. 17-102617-00-SU FILE The Planning Division hereby makes the following Findings of Facts pursuant to content requirements of the Binding Site Plan (BSP) written decision as set forth in Federal Way Revised Code (FWRC) 18.20.050. These facts are based on review of existing city documents and BSP sheets 1-2 resubmitted on June 28, 2017. 1. Proposal — The applicant proposes to subdivide one 4.97-acre commercial lot into two commercial lots. The BSP will result in two lots measuring 3.11 acres (Parcel A) and 1.86 acres (Parcel B) as shown on Sheet 2 of the preliminary BSP document. 2. Review Process — Pursuant to Federal Way Revised Code (FWRC) Chapter 18.20, `Binding Site Plans,' the proposed BSP is subject to administrative review and a decision by the Director of Community Development. The proposal has been reviewed by the Development Review Committee, which includes staff from the City's Planning and Building Divisions, Public Works Department, Lakehaven Water and Sewer District, and South King Fire and Rescue. 3. Public Notice — A Notice of Land Use Application was issued in accordance with City procedures on June 2, 2017. No written comments pertaining to the binding site plan were received by the City 4. Comprehensive Plan & Zoning — The subject property is located within the City Center Frame (CC-F) zone and designated City Center Frame in the Comprehensive Plan. The existing land use for proposed Parcel A - the performing arts and conference/events center (PAEC) - is a permitted use in the CC-F zone with no minimum lot size prescribed in FWRC 19.230.050. No proposed land use has been identified at the date of the BSP decision for Parcel B. Future uses and regulations for Parcel B will be limited to those identified in FWRC Chapter 19.230 `City Center Frame' and any future amendments thereto. State Environmental Policy Act (SEPA) — The proposed BSP is exempt from SEPA pursuant to Washington Administrative Code (WAC) 197-11-800(6)(d). 6. Ingress/Egress — Access to Parcel A will be via South 314"' Street. As a component of the PAEC project, a 38-foot right-of-way dedication has been recorded and half street improvements will be constructed. There is also a right -turn exit only off Pete Von Reichbauer Way South (20t3i Avenue South). Access to Parcel B will be via South 314t" Street. 7. Stormwater — The applicant has designed a storrnwater facility to mitigate the effects of runoff from the proposed PAEC development on Parcel A. Stormwater improvements for parcel B must meet standards that are in place at the time of permitting for the development/ redevelopment of the property. Street Frontage Improvements — The applicant is required to construct frontage improvements along South 314"' Street and South 316"' Street, and a driveway onto 20"' Avenue South, limited to one-way traffic exiting the site to the right, associated with the Parcel A, PAEC proposal. Public right-of-way dedication and frontage improvements shall be provided when Parcel B is developed/redeveloped. 9. Transportation — The applicant has been issued a Capacity Reserve Certificate for the 42,000 square -foot performance arts and events center with 700-seat auditorium and 120-room hotel on April 25, 2014. Development of Parcel B will be subject to the city's Transportation Impact Fee; fees are calculated based on the impact fee schedule in effect at the time a completed building permit application is filed and paid prior to permit issuance. 10. Decisional Criteria — The proposal is consistent with all items listed in FWRC 18.30.1 10(2), which include the following: (1) FWCP; (2) FWRC Chapter 18.30 `Short Subdivision Plats'; (3) public health, safety, and welfare; (4) design criteria, development standards, Revised Code of Washington (RCW) 58.17, and other applicable ordinances or regulations of the City. Prepared by: Becky Chapin, Associate Planner Findings for Project Approval TC111 Binding Site Plan Date. Tune 29, 2017 File # 17-102617-00-S 11/Doc. I.D. 76016 Page 2 of 2 Federal Way NOTICE OF MASTER LAND USE APPLICATION Project Name: TCIII Binding Site Plan (BSP) Project Description: Proposed land division of one existing 4.97-acre City Center Frame (CC-F) zoned lot into two separate lots. One lot will be 3.11 acres and the other lot will be 1.86 acres. Applicant: E.J. Walsh, Deputy Public Works Direc- tor, City of Federal Way, 33325 8th Avenue South Project Location: 31510 Pete VonReichbauer Way South, Tax Parcel ID #0921 04-9166 Date of Application: June 2, 2017 Date Determined Complete: June 2, 2017 Date of Notice of Application: June 2, 2017 Requested Decision and Other Permits Included with this Application: The applicant requests a binding site plan decision (File #17-102617-00-SU) issued by the Director of Community Development pursuant to Federal Way Revised Code (FWRC) Chapter 18.20, There are no other permits and/ or approvals in conjunction with the binding site plan decision at this time. The department has determined the application is cate- gorically exempt from threshold determination procedures pursuant to State Environmental Policy Act (SEPA) Rules 197-11-800(6). Existing Environmental Documents: N/A Development Regulations to Be Used for Project Mitigation: FWRC Title 16 ' Surface Water Manage- ment;' FWRC Title 18 'Subdivisions;' Title 19 'Zon- ing and Development Code.' Consistency with Applicable City Plans and Regula- tions: The project will be reviewed for consistency with all applicable codes and regulations including the Federal Way Comprehensive Plan; Federal Way Revised Code; and Public Works Department De- velopment Standards. Public Comment & Appeals: Any person may sub- mit written comments on the application to the Di- rector of Community Development by June 19, 2017. Only persons who submit written docu- merits to the Director, or specifically request a copy of the original decision may appeal the Direc- tor's decision. The written appeal containing items listed in FWRC 18.30.140(2) must be delivered to the department within 14 calendar days after issu- ance of the decision, Availability of File and Environmental Documents: The official project file is available for public review during normal business hours at the Community Development Deparlment, 33325 8th Avenue South, 2"d Floor, Federal Way, WA 98003. e Staff Contact: Becky Chapin, Associate Planner, becky.chapi ndcityoffedera Iway.com, 253-835-2641 Printed in the Federal Way Mirror June 2, 2017. FWM 2464 i R- C- 31919 111 Ave S, Suite 101 1 Federal, way, WA 98603 j M.925.5565 1253.925.5750 (f) Affidavit of Publication Andy Hobbs, being first duly sworn on oath, deposes and says that he is the Publisher of The Federal Way Mirror, a weekly newspaper. That said newspaper is published in the English language continually as a weekly newspaper in Federal Way, King County, Washington, and is now and during all of said time has been printed in an office maintained by the aforementioned place of publication of said newspaper. That the annexed is a true copy of a legal advertisement placed by City of Federal Way - Community Development as it was published in regular issues (and not in supplemental form) of said newspaper once each week for a period of one consecutive week(s), commencing on the 2nd day of June 2017, and ending on the 2nd day of June 2017, both dates inclusive, and that such newspaper was regularly distributed to its readers during all of said period. That the full amount of the fee charged for the foregoing publication is the sum of 1$ 06.71, which amount has been paid in full, or billed at the legal rate according to RCW 65.16.020. Subscribed to and sworn before me this 20th day of July 2017. RECEIVED Notary Public in and for the State of Washington, --2 Residing at Buckley �%%III IIII�����, \�r,R �.......... sry LP O: NOTARY PUBLIC ' CITY OF ti. Federal Way June 2, 2017 Edward Walsh City of Federal Way Public Works 33325 8"' Avenue South Federal Way, WA 98003 RE: File #17-102617-00-SU; LETTER OF COMPLETE APPLICATION TCIII BSP, 31510 Pete Von Reichbauer Way South, Federal Way Dear Mr. Walsh: CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www.cityoffederalway.com Jim Ferrell, Mayor The Department of Community Development is in receipt of your Binding Site Plan application submitted to the city on June 2, 2017. The applicant proposes to subdivide one existing 4.97-acre commercial parcel into two commercial parcels of 3.11 acres and 1.86 acres. Pursuant to Federal Way Revised Code (FWRC) 18.20.030(1)(a), the city is required to notify the applicant within 28 days and determine whether all information and documentation required for a complete application has been submitted. COMPLETE APPLICATION Please consider this correspondence as a Letter of Complete Application -The application is deemed complete as of June 2, 2017, based on a review of your submittal relative to those requirements as set out in FWRC 1830.030. The submittal requirements are not intended to determine if an application conforms to the City of Federal Way codes; they are used only to determine if all required materials have been submitted. CLOSING Formal processing and review of your application will now begin. Technical review comments will follow at a later date. Having met the submittal requirements, a Notice of Application will be published in the Federal Way Mirror, posted on site, and posted on the City's official notice boards on June 2, 2017. Any questions concerning your Binding Site Plan application may be directed to me at 253-835-2641 or becky.chapin@cityoffederalway.com. Sincerely, Becky Cha n J Associate Planner enc: NOA Doc. I,D 75989 Becky Chapin From: Brian Asbury <BAsbury@lakehaven.org> Sent: Friday, June 16, 2017 3:54 PM To: Becky Chapin Subject: RE: TCIII BSP Attachments: 17-102617-00-SU.pdf Aha, got it. This proposed BSP doesn't appear to show any existing, or under-construction/execution, Lakehaven easement areas on proposed Lot B. And proposed Lot B doesn't have any existing water or sewer service connections. Otherwise, Lakehaven has no comment as based on the submittal it appears no existing and/or future Lakehaven water/sewer system facilities will be required, desired, or affected by the proposed land use action (unless additional hydrants are required in the future for any building on proposed Lot B). If any water or sewer utility conflicts are encountered, applicant should promptly contact Lakehaven for additional information. Brian Asbury Development Engineering Supervisor �j Lakehaven Lakehaven DE Website From: Becky Chapin [mailto:Becky.Chapin@citvoffederalway.com] Sent: Friday, June 16, 2017 3:46 PM To: Brian Asbury Subject: RE: TCIII BSP Well, we just recorded a BLA that moves the lot line, see attached. So technically now just lot -9017 is involved. Becky From: Brian Asbury [mailto:BAsbu[y@lakehaven.org] Sent: Friday, June 16, 2017 3:22 PM To: Becky Chapin Subject: RE: TCIII BSP Seems like this involves both parcel 0921049166 & 0921049017, correct? Map/doc seems to only indicate -9017. Brian Asbury Development Engineering Supervisor C lakehaven Lakehaven DE Website From: Becky Chapin fmailto:Becky.Chapin@cityoffederalway.com] Sent: Friday, June 16, 2017 12:07 PM To: Brian Asbury; Chris Cahan Subject: TCIII BSP Hello, I'm going to cancel the TCIII BSP review scheduled for 6/22 DRC. Do you have any comments that may affect the subdivision of this property? If so, can you please email them to me asap. I'm trying to get a decision letter out next week, but can include any comments that may be applicable. Thanks, Becky The contents of this email may be determined to be a public record and subject to disclosure pursuant to RCW 42.56 regardless of any expectations or claims of confidentiality or privilege asserted. The contents of this email may be determined to be a public record and subject to disclosure pursuant to RCW 42.56 regardless of any expectations or claims of confidentiality or privilege asserted. Lakehaven �+l ' N1 a� N 0921049166 31510 a J New Ci Lot A 0921049021 31600 811 0921049053 2000 ti g'. 8 pv� 1, D U*) 00 Dr Dr 8 " 0 8" Dr 8 s" PVC ' ° 64 CO N s Dry N - Q rn � Qo 0921049017 N 2141 New v Lot B m z t S 316TH ST s" Di „ D130" DYJQ%D1JO,t 0 ti 210490 j2031 Q 0921049298 31699 0921049299 31701 S` 4 •• ❑ DI 00 00 4 " P NOTE: LaKenaven water and Sewer TCIII BSP District neither warrants nor guarantees 17-102617-00-SU the accuracy of any facility information 0 200 400 provided. Facility locations and conditions are subject to field verification. F„�,. 6/16/2017 BIA giturn.Address: 2016 22�]0017 � ., CITY OF F ci'OiRii O 78.00 Cityavf i IryerAl Way 31Z01�F10 Aim: E:3.edWidth, P:E. KING Cfli1ltTY , tJA I];eputy PuWjc Works Director �33325 8tfr-Ave:S `":.: .••` Federal Way, .�IIA 98[f03 ti325':. E Z841382 S OWI - izais �HTY, ua ;ta.ae s $0.09 pOE-001 OF 901 Rw ITT-OliyAY .DEDICATi ON .iro TM CsIWMADEIIIAL WAY:. - Dedicator: CITY OF FEDERAL WAY, a.Washingiol municipal rorporat' Dedicatee: CITY OF FEDERAL WAY,. Washitgton mi�icial ciorporation Property Legal Description (abbreviated): ► -Porf ion of Lot 4 of 3tirvep recorde.oin Volume 52 of Surveys, page 40 under recording number 86 212901�`:in;l�ing Cq�tinty; WghingiYona, _ Assessor's T4 kmeI ID No.: 092104-9017 THE DEI)ICAtOR, CITY OF FEDERAL WAY, a Washington municipal c'orporatiOn, as fee simple o ver of ttie real property described in Exhibit A, dedFeat. rants, conveys and wa rants to the 1.DEDICATEE; CITj' OlF FEDERAL WAY, a Washington municipa corpordiion,:-in fee 41hd not as an easement, N the,-urpose of right-of-way and utility uses, all of its rights,..title and" interests, and any after -Acquired interests.Aher+oit�,>in and to the real property described in Exhibit Alepkted:•in Exhibit A-1, and:iituatdd in ring County, Washington. -DATED THIS "L day of�� r o _�jer , 201_to • a. Sij4re..Oaji Follows w1r: .J _ �c s 1) DI V A LTO R: Cj D F FEDERWAY By: Mangan Salloum, PE Public Works Director STATE alp W� S41T (?N" COUNTY OF KN4rA---- " On this day personally appea sed btfore me- Marwan-Salloum, to- rite, known to be the Public Works Director of the City ofl--edeial.-Way,:that executed thce f6 . regoing instrument, and acknowledged the said instrument.to be the fTO- 0-d v6Itm'tar-v act-md deed ofsaid municipality, htio�ed-�nd on -bat stated. for the uses and purposes therein mel h .'ed-ihat-he was authorized to execute ............. said instrument. G I.-V EN,,Piy hand and official seal this day of 20/& AV, I At fie, (typcd/printed name of nqt;iry� Notary Public in and for the State of Washington. My commission expires -a-5—M-j6qC,)?.D 71 OP IJII,kt J, ... ......... S:VI'cmp\In ProgrcssU - PACC ExhibitADEED docs.doc f G:\Ia%vform.q\ROW City Dedication.doe 4 EXHIBIT'A-1' k• ? _ ti LOT 4 KCLLA # 8611'006 , RECORD OF SURVEY _ ! VOL. 52, P. 220 } REC. 08612120019 TL 0921049017 f t5 S88° 18, 18.E 14.7.54' in OEDIC#1 ION AREA a O 11,062,60 SF � e r � e z Y i k. Y iS O Y = _ b ' 7o _ - o if ►1 .91 ::9. Y1 .2, _ 1. W•iG• � _ �_ BAUER WAYS _._ _ _ __.-.-.-.-.-_-._.�.r.-.-.-._.-.-•�-W 990 _ __ _ _ 70 IV I - !a II iS ..... .................... ............... vc-,v 1e:o2�• L 1 =1 C ,C i g4 7 4 i 1 o 1 ]O - _ _ - _ _ _ _ _ _ — - _ _ _I j - `=s i I $ ti {ce«=:a4n: ja �.-. __--___-__--_---__-----___-. ------------------- 1 L - 9-3i E fEF) 12 "l9. 13 1,-. g •- h -_ 1290. . 245 ^y� 5a2.62 It O-0. -S11 % _ - FED *A 0p02 C _ v r o nN BLA it BLA 95-0008 A — . lit=tttrn .►4ddress: :'City df Federal Way Attu: E!_ Walsti,-P;E. Dsut+ Public Works Director 35325 8th i4� S ! Federal Way, OVA 480060:;. �ar.1. ojr ROPM a ».em j ME-Mi OF M4 12/23/28.38 15:08 r' Y KIht� �tiliTY, UA jr JUGHT O.F-WAY DEDICATION yr. -TO DiE OW--OF.FBDERAL WAY Dedicator: CITY OF FEDERAL WAY, a:Washingtbrr"municipal 69rporatieo Dedicatee: CITY OF FEDERAL WAY. a WashingM' m1#1' 1cipal c"7rpAratign Property Legal Description (abbreviated): Aporrionof Lat 3 ofSttivey retarded in Volume 52 of Surveys, page 22D under recording number 861,212" 19?1n King Cgdnty,�'Wash rigt'on. Assessor's Tak Parcel ID No.. 0921 D4-91 fib T14E DEDICATOR, CITY OF FEDERAL WAY', a Washington municipal �arporat n, as fee simple owner of the reat property described in Exhibit A, dedtca;es, 1"ts; catYveyS and' war-Uants to the DED1CAtEE; CITY OF FEDERAL WAY, a Washington municipal corpomiion,. n �e 4nd not as an easement, fat the purpose of right -of --way and utility uses, all of its rhts,, title ant#: intgests, and any after -.acquired in[t~rests;�iherein, in and to the real property described in Exhibif X . ep#cted in Exhibit A-1, and, ituatO in King Countiy, Washington. ti DATED PHL �L , _ day of 2Q 16 Sigilawre Page Follows E2841381 12/23/2016 16'06 "tip; KM caUN" , uA r TAX SALE �=o: t t8} .f' DELI TOR: TOR: CI V F FEDERA y By- Marwan Sallount, PE Public Works Director Tim STATE OF" WASAWO ss COUNTY OF KNQ, On this day personally appeared Worp'me- Morwan--%Iloum to known to be the Public Works Director of the City of -Pederal Way", :that executed tht- f6regoing instrument, and acknowledged the said instrument.to he the free end 014nlary act -and deed of said municipality, for the uses and purposes therein me'fitioried,und oa,O:ath staged. Aat, he was authorized to execute said instrument. GIVEN my hind and official sea] this day 6f 201_ 'Nan :F (typed/printed name of A U0 $tat. . qofNotary Public in and for the Washington. —.4 I-V I My commission expircs0/0qL';-bPD A- 63 Z 11Z j hFir5`,�• SATemp%ln Progrcss\El - PACC ExhibiiADECD docs.doc GAlawformAROW City Dedication.doc j .ti EXHIBIT `A' "ILEGAL:DESCRIPTION-OF DEDICATION AREA: dr , r A PORTION OF LOT 3 OF `SURVEY.RECORDEQ. IN VOLUME 52 OF SURVEYS, PAGE 220, UNDER RECORDING NUMB5R 801'2129019, IN KING COUNTY WASHINGTON. BEGINNING AT THE -SOUTHEAST CORN��.GFSAID LOT 3; THENCE NORTH 010 29'.05",,tAST•A a7STANGE OF7.00 FEET ►ND THE TRUE POINT OF BEGINNING; THENCE NORTH 880 18' 18" WEST A DI8T, INCE OF.1.60.25 FEET,,' THENCE NORTH 610 25' 24" EAST A 0#STAIVCE 4 13.4.80 FEET; THENCE SOUTH 880 18' 18" EAST A c:�sTAKCE OF 415.O' FEET'. THENCE SOUTH 01" 29' 05" WEST A DISTANCEAF-.68.0 FEET„PTO THE'TRUE F'OINT OF BEGINNING, ,i i' :i COIVTAII`4iNG AN AREA-OF-6,927.50 SQUARE FEET K i. PUBLIC WORKS DEPARTMENT CITY +7F 33325 8"' Avenue South .. Federal Way 98003-6325 Federal Way 253-835-2700;Fax Fax 253-835-27092709 www.citvoi9Pedcrn I way.com C,APACITY RESERVE CERTIFICATE (CRC) This CONCURRENCY DETERMINATION is made this 28th day ofAuril 2014, by the City of Federal Way (COFW), a political subdivision of the State of Washington (hereinafter called the "City"). WHEREAS, the developer intends to develop the property described as Federal Way Performing Arts and Conference Center reviewed under City file CN Number(s) 14-100498-00-CV (hereinafter called the "development"); and WHEREAS, RCW 36.70A requires that the City adopt and enforce ordinances which prohibit development approval if the development causes the level of service on a transportation facility to decline below the standards adopted in the comprehensive plan, unless transportation improvements or strategies to accommodate the impacts of the development are made concurrent with the development; and WHEREAS, the City adopted its comprehensive plan in November 1995; and WHEREAS, Chapter 19 of the COFW Revised Code was amended by the creation of Chapter 19.90 Division Ili on June 10, 2006 by Ordinance 06-525 effective January 1, 2007; and NOW, THEREFORE, a concurrency certificate is issued for the development of 42,000 SF PACC with 700-Seat Per ormance Hal and 120 Roonls Hotel based on the facts and conditions set forth herein. Development Parameters This CONCURRENCY DETERMINATION is based on the following development: Development type: Performance Hall/Conference Center and Hotel Development size: 42,000 SF PACC with 700-seat auditorium and 120 rooms hotel Property address: 31510 20`I' Ave S Federal Way, WA Parcel No. (s): 0921049166 Number of New PM Peak Hour Vehicles Trips Generated: 0 Validity of Concurrency Determination This CAPACITY RESERVE CERTIFICATE is valid only for the specific development approval consistent with the development parameters and the City file number contained within this certificate. If the development is changed, expired, cancelled or withdrawn, it will be subjected to reevaluation for concurrency purposes. Terms of the Capacity Reserve Certificate This CAPACITY RESERVE CERTIFICATF, is valid until the underlying development permit expires, is withdrawn or cancelled, whichever occurs first. Approved By: f I Date: ZS p - Zo 14- Printed Name: Richard A. Perez. P.E Title: City Traffic Engineer 41k OF Federal Way DEPARTMENT OF COMMUNITY DEVELOPMENT 33325 8th Avenue South Federal Way WA 98003-6325 253-835-7000; Fax 253-835-2609 www.citvoffedercilwciy.com DECLARATION OF DISTRIBUTION I, --'e Sse- M C*We 0 yL4 hereby declare, under penalty of perjury of the laws of the State of Washington, thea: 0-1�otice of Land Use Application/Action ❑ Notice of Determination of Significance (DS) and Scoping Notice ❑ Notice of Environmental Determination of Nonsignificance (SEPA, DNS) ❑ Notice of Mitigated Environmental Determination of Nonsignificance (SEPA, MDNS) ❑ Notice of Land Use Application & Optional DNS/MDNS ❑ FWRC Interpretation ❑ Other ❑ Land Use Decision Letter ❑ Notice of Public Hearing before the Hearing Examiner ❑ Notice of Planning Commission Public Hearing ❑ Notice of LUTC/CC Public Hearing ❑ Notice of Application for Shoreline Management Permit ❑ Shoreline Management Permit ❑ Adoption of Existing Environmental Document was ❑ mailed ❑ faxed ❑ e-mailed and/or osted to or at each of the attached addresses on 2017. Project Name File Number(s) Signature lDdLJ-7-0a�-SO Date 4 L,2b/-7 K:\PLANNING INTERN\Declaration of Distribution notices\Declaration of Distribution with Posting Sites.doc Posting Sites: Federal Way City Hall - 33325 8th Avenue Federal Way Regional Library - 34200 1 st Way South Federal Way 320th Branch Library - 848 South 320th Street Subject Site - K:\PLANNING INTERN\Declaration of Distribution notices\Declaration of Distribution with Posting Sites.doc CITY OF = - Federal 111fay NOTICE OF MASTER LAND USE APPLICATION Project Name: TCIII Binding Site Plan (BSP) Project Description: Proposed land division of one existing 4.97-acre City Center Frame (CC-F) zoned lot into two separate lots. One lot will be 3.11 acres and the other lot will be 1.86 acres. Applicant: E.J. Walsh, Deputy Public Works Director, City of Federal Way, 33325 8d' Avenue South Project Location: 31510 Pete Von Reichbauer Way South, Tax Parcel ID #092104-9166 Date of Application: June 2, 2017 Date Determined Complete: June 2, 2017 Date of Notice of Application: June 2, 2017 Requested Decision and Other Permits Included with this Application: The applicant requests a binding site plan decision (File #17-102617-00-SU) issued by the Director of Community Development pursuant to Federal Way Revised Code (FWRC) Chapter 18.20. There are no other permits and/or approvals in conjunction with the binding site plan decision at this time. The department has determined the application is categorically exempt from threshold determination procedures pursuant to State Environmental Policy Act (SEPA) Rules 197-11-800(6). Existing Environmental Documents: N/A Development Regulations to Be Used for Project Mitigation: FWRC Title 16 `Surface Water Management;' FWRC Title 18 `Subdivisions;' Title 19 `Zoning and Development Code.' Consistency with Applicable City Plans and Regulations: The project will be reviewed for consistency with all applicable codes and regulations including the Federal Way Comprehensive Plan; Federal Way Revised Code; and Public Works Department Development Standards. Public Comment & Appeals: Any person may submit written comments on the application to the Director of Community Development by June 19, 2017. Only persons who submit written documents to the Director, or specifically request a copy of the original decision may appeal the Director's decision. The written appeal containing items listed in FWRC 18.30.140(2) must be delivered to the department within 14 calendar days after issuance of the decision. Availability of File and Environmental Documents: The official project file is available for public review during normal business hours at the Community Development Department, 33325 80' Avenue South, 2❑d Floor, Federal Way, WA 98003. Staff Contact: Becky Chapin, Associate Planner, becky.chapin@cityoffederalway.com, 253-835-2641 Printed in the Federal Way Mirror June 2, 2017. 20TH AVE S 23RD AVE S I •'R• PROJECT TITLE: SN IE OESC �i1PY � ��e aN1ti KIK+, j SHEET N—E: c,rf OF Q EXHIBITA - Federal Way RDEULWAY r92j111ji jm — -- - -�.wf.r-r.R�ynsavm� W9SHJI%1DN9m—*PQldny na DEPARTMENT OF COMMUNITY DEVELOPMENT A�k 33 Avenue South Federal Way WA 98003 CITY OF 253-835-7000; Fax 253-835-2609 Federal Way www.cifyoffederolway.com DECLARATION OF DISTRIBUTION hereby declare, under penalty of perjury of the laws of the State of Washington, that a: 9 Notice of Land Use Application/Action ❑ Notice of Determination of Significarce (DS) and Scoping Notice ❑ Notice of Environmental Determination of Nonsignificance (SEPA, DNS) ❑ Notice of Mitigated Environmental Determination of Nonsignificance (SEPA, MDNS) ❑ Notice of Land Use Application & Optional DNS/MDNS ❑ FWRC Interpretation ❑ Other ❑ Land Use Decision Letter ❑ Notice of Public Hearing before the Hearing Examiner ❑ Notice of Planning Commission Public Hearing ❑ Notice of LUTC/CC Public Hearing ❑ Notice of Application for Shoreline Management Permit ❑ Shoreline Management Pemit ❑ Adoption of Existing Environmental Document was ❑ mailed ❑ faxed 0 e-mailed and/or ❑ posted to or at each of the attached addresses on 772��' A l 2017. Project Name _7_7C__rff_ 6 5_1 P File Number(s) ! % -/Da Signature Date 6-1-1-7 K:\CD Administration Files\Declaralion of Distribution.doc/Last printed 1 /12/2017 10:33:00 AM CITY OF 4A Federal Way NOTICE OF MASTER LAND USE APPLICATION Project Name: TCHI Binding Site Plan (BSP) Project Description: Proposed land division of one existing 4.97-acre City Center Frame (CC-F) zoned lot into two separate lots. One lot will be 3.11 acres and the other lot will be 1.86 acres. Applicant: E.J. Walsh, Deputy Public Works Director, City of Federal Way, 33325 81h Avenue South Project Location: 31510 Pete Von Reichbauer Way South, Tax Parcel ID #092104-9166 Date of Application: June 2, 2017 Date Determined Complete: June 2, 2017 Date of Notice of Application: June 2, 2017 Requested Decision and Other Permits Included with this Application: The applicant requests a binding site plan decision (File #17-102617-00-SU) issued by the Director of Community Development pursuant to Federal Way Revised Code (FWRC) Chapter 18.20. There are no other permits and/or approvals in conjunction with the binding site plan decision at this time. The department has determined the application is categorically exempt from threshold determination procedures pursuant to State Environmental Policy Act (SEPA) Rules 197-11-800(6). Existing Environmental Documents: N/A Development Regulations to Be Used for Project Mitigation: FWRC Title 16 `Surface Water Management;' FWRC Title 18 `Subdivisions;' Title 19 `Zoning and Development Code.' Consistency with Applicable City Plans and Regulations: The project will be reviewed for consistency with all applicable codes and regulations including the Federal Way Comprehensive Plan; Federal Way Revised Code; and Public Works Department Development Standards. Public Comment & Appeals: Any person may submit written comments on the application to the Director of Community Development by June 19, 2017. Only persons who submit written documents to the Director, or specifically request a copy of the original decision may appeal the Director's decision. The written appeal containing items listed in FWRC 18.30.140(2) must be delivered to the department within 14 calendar days after issuance of the decision. Availability of File and Environmental Documents: The official project file is available for public review during normal business hours at the Community Development Department, 33325 8d' Avenue South, 2nd Floor, Federal Way, WA 98003. Staff Contact: Becky Chapin, Associate Planner, becky.chapin@cityoffederalway.com, 253-835-2641 Printed in the Federal Way Mirror June 2, 2017. IrYDrv� E9fififi NOL'N06tlM ;ry {u[I;AT� AtlM ltlN3Q�L 1 i[fLI �YYk4 i�Nt±�Y NlB Rit[ A leJOpai ao.u15 9 V llGlHX3 CO zw - oQ � U U) i l� fn [ I 1 Z `` U) U) Z J \' ! F- LL � LLI w<LUU w 1 tL I� I1 I I M � I Cl) 1 r - - - — _ — - — - end Hloz ` — — — — ! 1 �II 1 , I N Tamara Fix From: Jennifer Anderson <jnderson@fedwaymirror.com> Sent: Thursday, June 01, 2017 8:35 AM To: Tamara Fix Subject: Re: Legal Notice - TCH BSP NOA Got it, thanks! I'll keep an eye out for the other one. Jennifer Anderson Advertising Sales Consultant Direct: 253-946-2890 Internal: 35602 Fax: 253-925-5750 31919 1st Ave S, Ste 101, Federal Way, WA 98003 Sound Publishing Man Print Rates Online Ralcs Media Kit Sound 1140 On Thu, Jun 1, 2017 at 8:30 AM, Tamara Fix Namara.Fig:@citvoffederalway.com> wrote: Please publish the attached legal notice (TCIII BSP NOA, 17-102617) in Friday's (June 2, 2017) issue. (Ignore the picture.) Please confirm and issue an affidavit of publication. I am anticipating another notice coming to you later this morning. Tamara Fix Administrative Assistant Federal Way 33325 8th Avenue South Federal Way, WA 98003-6325 Phone:2531835-2602 Fax: 253/835-2609 1 FiLE CITY OF Federal Way NOTICE OF MASTER LAND USE APPLICATION Project Name: TC1II Binding Site Plan (BSP) Project Description: Proposed land division of one existing 4.97-acre City Center Frame (CC-F) zoned lot into two separate lots. One lot will be 3.11 acres and the other lot will be 1.86 acres. Applicant: E.J. Walsh, Deputy Public Works Director, City of Federal Way, 33325 8t' Avenue South Project Location: 31510 Pete Von Reichbauer Way South, Tax Parcel ID #092104-9166 Date of Application: June 2, 2017 Date Determined Complete: June 2, 2017 Date of Notice of Application: June 2, 2017 Requested Decision and Other Permits Included with this Application: The applicant requests a binding site plan decision (File #17-102617-00-SU) issued by the Director of Community Development pursuant to Federal Way Revised Code (FWRC) Chapter 18.20. There are no other permits and/or approvals in conjunction with the binding site plan decision at this time. The department has determined the application is categorically exempt from threshold determination procedures pursuant to State Environmental Policy Act (SEPA) Rules 197-11-800(6). Existing Environmental Documents: N/A Development Regulations to Be Used for Project Mitigation: FWRC Title 16 `Surface Water Management;' FWRC Title 18 `Subdivisions;' Title 19 `Zoning and Development Code.' Consistency with Applicable City Plans and Regulations: The project will be reviewed for consistency with all applicable codes and regulations including the Federal Way Comprehensive Plan; Federal Way Revised Code; and Public Works Department Development Standards. Public Comment & Appeals: Any person may submit written comments on the application to the Director of Community Development by June 19, 2017. Only persons who submit written documents to the Director, or specifically request a copy of the original decision may appeal the Director's decision. The written appeal containing items listed in FWRC 18.30.140(2) must be delivered to the department within 14 calendar days after issuance of the decision. Availability of File and Environmental Documents: The official project file is available for public review during normal business hours at the Community Development Department, 33325 8 h Avenue South, 2nd Floor, Federal Way, WA 98003. Staff Contact: Becky Chapin, Associate Planner, becky.chapin@cityoffederalway.com, 253-835-2641 Printed in the Federal Way Mirror June 2, 2017. �A.�w.nwra+a-..-� ¢Does xoasxxarM I feuip SSlz13Y1 AtlMlMe31 ile:9i e3l16ur � WCL-0Fl IC81 �10111 HLN53AY Nli SCEFE HiwA wNNaN:ONil�d � AiM leaapaA t/1181HX3 Q o >1oJLLl' :3WYN 133H5 - MJRJQ ^J11P tlpiw N_ �a�.xa� 3AYp � l SI I �-- N �311LL 1�3fOtld 1 f I1 � 1 ' I I � 111 I 1 ' I !n m , 1 N I O m � I II I 1 Q 11 w I I < Q 1 ' 1 1 AO Sir I \ s 3AV is �Z NIN Ig u I Z U II A. "� U) _ I I co �V)zw �\ i I wQwU C �_� I U) 1 �s and HIOZ I 1 ,11 f , 4�k_ CITY 6F C"'�`� Federal Way NOTICE OF MASTER LAND USE APPLICATION Project Name: TCI11 Binding Site Plan (BSP) Project Description: Proposed land division of one existing 4.97-acre City Center Frame (CC-F) zoned lot into two separate lots. One lot will be 3.11 acres and the other lot will be 1.86 acres. Applicant: E.J. Walsh, Deputy Public Works Director, City of Federal Way, 33325 8t' Avenue South Project Location: 31510 Pete Von Reichbauer Way South, Tax Parcel ID #092104-9166 Date of Application: June 2, 2017 Date Determined Complete: June 2, 2017 Date of Notice of Application: June 2, 2017 Requested Decision and Other Permits Included with this Application: The applicant requests a binding site plan decision (File #17-102617-00-SU) issued by the Director of Community Development pursuant to Federal Way Revised Code (FWRC) Chapter 18.20. There are no other permits and/or approvals in conjunction with the binding site plan decision at this time. The department has determined the application is categorically exempt from threshold determination procedures pursuant to State Environmental Policy Act (SEPA) Rules 197-11-800(6). Existing Environmental Documents: N/A Development Regulations to Be Used for Project Mitigation: FWRC Title 16 `Surface Water Management;' FWRC Title 18 `Subdivisions;' Title 19 `Zoning and Development Code.' Consistency with Applicable City Plans and Regulations: The project will be reviewed for consistency with all applicable codes and regulations including the Federal Way Comprehensive Plan; Federal Way Revised Code; and Public Works Department Development Standards. Public Comment & Appeals: Any person may submit written comments on the application to the Director of Community Development by June 19, 2017. Only persons who submit written documents to the Director, or specifically request a copy of the original decision may appeal the Director's decision. The written appeal containing items listed in FWRC 18.30.140(2) must be delivered to the department within 14 calendar days after issuance of the decision. Availability of File and Environmental Documents: The official project file is available for public review during normal business hours at the Community Development Department, 33325 8t' Avenue South, 2nd Floor, Federal Way, WA 98003. Staff Contact: Becky Chapin, Associate Planner, becky.chapin@cityoffederalway.com, 253-835-2641 Printed in the Federal Way Mirror June 2, 2017. CITY OF FEDERAL WAY COMMUNITY DEVELOPMENT DEPARTMENT DEVELOPMENT REVIEW COMMITTEE TRANSMITTAL DATE: June 2, 2017 TO: Cole Elliott, Development Services Manager Peter Lawrence, Plans Examiner Rick Perez, City Traffic Engineer Brian Asbury, Lakehaven Water & Sewer District Chris Cahan, South King Fire & Rescue FROM: FOR DRC MTG. ON. FILE NUMBER(s): RELATED FILE NOS.: PROJECT NAME: PROJECT ADDRESS: ZONING DISTRICT: Becky Chapin, Associate Planner Application has been deemed complete and the NOA has been posted. Internal meeting to discuss proposal and any comments on 6/22/2017. ........................................ 17-102617-00-SU 16-104921-00-SU (BLA) TCIII B SP 31510 PETE VON REICHBAUER WAY S CC-F PROJECT DESCRIPTION: Proposed land division of one existing 4.97 acre City Center Frame (CC-F) zoned into two separate lots. Lot A is 3.11 acres and Lot B 1.86 -acres. LAND USE PERMITS: Binding Site Plan PROJECT CONTACT. City of Federal Way EJ Walsh MATERIALS SUBMITTED: • Master Land Use Application • Preliminary BSP • Preliminary Title Report • Lot Closure Calcs Please note, an updated title report and legal descriptions will be submitted when the BLA is recorded. f � I , � I -------------------------- 20TH AVE S 1 I I I I 1 I I I � 1 m<D� zm0 izc,;u I z � 1 � I U) c 1 1 � �ou■■7 23RD AVE S nne: EXHIBIT A w,urvn: �:.wuw /Wp. tio-r�.srafvafRwr+ned� CITY OF ':A Federal WaV M MAYESOVfM /IIWIL [1131 ais*m --WAY !!]LJMJa¢ WAAON4Y0119W03 •�r �iyWdrlfWY/OYY I I r r I I I I I I S 314TH ST I I I � IJfI l I I I I I � I I 11j I I I y 43.50' I + U) W, { TC III f P, 1 N I I N U) ' r I w I I r � I —AREA =81,028SF±,-1.86AC r Q PERFORMING o� I ARTS & I co I EVENTS CENTER I i I I f I 1 I I I f I % GRAND 40 d" 1NOTE:- Y STAIRCASE �� S ALEx2FOR 1x17SHEET I S 316TH ST I t � Q I I � I 1 INI m w = di Lii 0. r w Q z z w w w z a U) a a ' A 9 SMT 01 OF 01 41k CITY Federalo, Way i RECEIVED JUN 0 Z 2017 MASTER LAND USE APPLICATION DEPARTMENT OF COMMUNITY DEVELOPMENT SERVICES 33325 8`h Avenue South Federal Way, WA 98003-6325 253-835-2607;Fax 253-835-2609 ww%v.citvo.ffederal%vay.com CITY OF FEDERAL WAY. COMMUNITY DEVELOPMENT APPLICATION NO(S) I I v f Date l0 Project Name__TC -a- J Property Address/Location 3 15 1 0 V ory (_'e1'dKba02_(- kj ct Parcel Number(s) ©ctZ 1 0 Lf- 9 I Project Description _ "rvi ck �yl S to_n Qr O r\(? -f - Ct-7 acr Lc Lot tab LOts PLEASE PRINT Type of Permit Required Annexation _ Binding Site Plan Boundary Line Adjustment Comp Plan/Rezone Land Surface Modification Lot Line Elimination Preapplication Conference Process I (Director's Approval) Process II (Site Plan Review) Process III (Project Approval) Process IV (Hearing Examiner's Decision) Process V (Quasi -Judicial Rezone) Process VI SEPA w/Project SEPA Only Shoreline: Variance/Conditional Use Short Subdivision Subdivision Variance: Commercial/Residential Required Information C C j� Zoning Designation CC' Comprehensive Plan Designation Value of Existing Improvements Value of Proposed Improvements International Building Code (IBC): Occupancy Type Construction Type Applicant Name: C,+1 _7R '_T ( \V -01-Y Address: 3-33 ;?S a� ftl-C S City/State: R'�- 1 Zip: Woa3 Phone: 3 Fax: Email: ?_,- V. cf. . ed-V'1 Signature:�� Agent (if different than Applicant) Name: Address: City/State: Zip: Phone: Fax: Email: Signature: Owner Name: i+v 0 `:;f6(z t Address: City/State: Zip: Phone: Fax: Email: Signature: e_*� Bulletin #003 —January 1, 2011 Page 1 of 1 k:\Handouts\Master Land Use Application PARCEL A Name: PARCEL : A North: 119685.0690' East: 1272313.3127' Segment #1 . Line Course: S01°29'05"w Length: 143.99' North: 119541.1273' East: 1272309.5819' Segment #2 . Line Course: N88°18'18"w Length: 43.50' North: 119542.4140' East: 1272266.1009' Segment #3 . Line course: S01°29'05"w Length: 286.01' North: 119256.5000' East: 1272258.6903' Segment #4 . Line Course: S61°25'24"w Length: 134.89' North: 119191.9775' East: 1272140.2329' Segment #5 . Line Course: N88°18'18"w Length: 143.61' North: 119196.2254' East: 1271996.6857' Page 1 RECEIVE© JUN 02 2017 CITY OF FEDEgAL AW CQMMUNITY DEVELOPMENT PARCEL A Segment #6 . Curve Length: 9.71' Radius: 35.00' Delta: 015°54'05" Tangent: 4.89' Chord: 9.68' Course: N43°29'04"w Course In: N38°33'54"E Course out: S54°27'58"w RP North: 119223.5919' East: 1272018.5048' End North: 119203.2488' East: 1271990.0243' Segment #7 . Line Course: N01°20'10"E North: 119674.3007' Segment #8 . Line Course: S88°18'18"E North: 119674.0641' segment #9 . Line Course: N01°20'10"E North: 119694.0586' Segment #10 . Line Length: 471.18' East: 1272001.0110' Length: 8.00' East: 1272009.0075' Length: 20.00' East: 1272009.4739' Page 2 Course: s88°18'18"E North: 119685.0675' PARCEL A Length: 303.97' East: 1272313.3109' Perimeter: 1564.87' Area: 135493 Sq. Ft. Error Closure: 0.0024 Course: S50°40'47"w Error North:-0.00149 East:-0.00182 Precision 1: 652012.50 Page 3 PARCEL B Name: PARCEL : B North: 119677.9335' East: 1272772.0544' segment #1 . Line Course: S01'29'00"W Length: 465.00' North: 119213.0894' East: 1272760.0151' Segment #2 . Line Course: N88°18'18"W Length: 191.00' North: 119218.7390' East: 1272569.0987' Segment #3 . Line Course: N01°29'05"E Length: 286.01' North: 119504.6531' East: 1272576.5024' Segment #4 . Line Course: S88°18'18"E Length: 43.50' North: 119503.3664' East: 1272619.9834' Segment #5 . Line Course: N01°29'05"E Length: 178.99' North: 119682.2965' East: 1272624.6167' Page 1 segment #6 . Line Course: 588°18'18"E North: 119677.9336' PARCEL B Length: 147.50' East: 1272772.0522' Perimeter: 1312.00' Area: 81028 Sq. Ft. Error Closure: 0.0023 Course: N88°31'00"w Error North: 0.00006 East:-0.00225 Precision 1: 570434.78 Page 2 SUBDIVISION Guarantee/Certificate Number: Issued By: CHICAGO TITLE INSURANCE COMPANY 0100907-06 CHICAGO TITLE INSURANCE COMPANY a corporation, herein called the Company GUARANTEES Parametrix and The City of Federal Way herein called the Assured, against actual loss not exceeding the liability amount stated in Schedule A which the Assured shall sustain by reason of any incorrectness in the assurances set forth in Schedule A. LIABILITY EXCLUSIONS AND LIMITATIONS 1. No guarantee is given nor liability assumed with respect to the identity of any party named or referred to in Schedule A or with respect to the validity, legal effect or priority of any matter shown therein. 2. The Company's liability hereunder shall be limited to the amount of actual loss sustained by the Assured because of reliance upon the assurance herein set forth, but in no event shall the Company's liability exceed the liability amount set forth in Schedule A. Please note carefully the liability exclusions and limitations and the specific assurances afforded by this guarantee. If you wish additional liability, or assurances other than as contained herein, please contact the Company for further information as to the availability and cost. Chicago Title Company of Washington 701 5th Avenue, Suite 2700 Seattle, WA 98104 Countersigned By: p"Pe oRa,�� SEAL Authorized Officer or Agent Subdivision Guarantee/Certificate Page 1 Chicago Title Insurance Company By: Attest: President Secretary Printed: 06.17.17 @ 08:28 AM WA-CT-F N S E-02150.622476-SP S-1-17-0100907-06 CHICAGO TITLE INSURANCE COMPANY GUARANTEE/CERTIFICATE NO. 0100907-06 ISSUING OFFICE: Title Officer: Commercial / Unit 6 Chicago Title Company of Washington 701 5th Avenue, Suite 2700 Seattle, WA 98104 Main Phone: (206)62875610 Email: CT]SeaTitieUnit6@ctt.com SCHEDULE A Liability Premium Tax $1,000.00 $350.00 $35.35 Effective Date: June 8, 2017 at 08:00 AM The assurances referred to on the face page are: That, according to those public records which, under the recording laws, impart constructive notice of matter relative to the following described property: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF Title to said real property is vested in: The City of Federal Way, a Washington Municipal Corporation subject to the matters shown below under Exceptions, which Exceptions are not necessarily shown in the order of their priority. END OF SCHEDULE A Subdivision Guarantee/Certificate Printed: 06.17.17 @ 08:28 AM Page 2 WA-CT-FNSE-02150.622476-SPS-1-17-0100907-06 EXHIBIT "A" Legal Description New Lot 3A, City of Federal Way Boundary Line Adjustment No. 16-104921-00-SU, recorded under recording no. 20170613900004, being a portion of Lots 3 and 4, King County Lot Line Adjustment Application No. 8611006, and as designated on survey recorded under recording no. 8612129019, in King County, Washington. Subdivision Guarantee/CerGficate Printed: 06.17.17 @ 08:28 AM Page 3 WA-CT-FNSE-02150.622476SPS-1-17-0100907-06 CHICAGO TITLE INSURANCE COMPANY GUARANTEE/CERTIFICATE NO. 0100907-06 SCHEDULE B GENERAL EXCEPTIONS H. Reservations and exceptions in United States Patents or in Acts authorizing the issuance thereof. Subdivision Guarantee/Certificate Printed: 06.17.17 @ 08:28 AM Page 4 WA-CT-FNSE-02150.622476-SPS-1-17-0100907-06 CHICAGO TITLE INSURANCE COMPANY 2. 3. 5. SCHEDULE B (continued) SPECIAL EXCEPTIONS GUARANTEE/CERTIFICATE NO. 0100907-06 Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Purpose: Ingress and egress Recording Date: February 18, 1957 Recording No.: 4772705 Affects: Strip of land through a portion of Said Premises Said easement is also depicted on surveys recorded under recording nos. 8612129019, 8108119001 and 20020523900002. Utility Easement and the terms and conditions thereof: Grantee: Puget Sound Power & Light Company Purpose: Overhead -Underground electric system and necessary appurtenances Area affected: Portion of Said Premises and other property Recorded: September 12, 1967 Recording number: 6232757 Contains covenant prohibiting structures over said easement or other activities which might endanger the system. Storm Drain Easement, and the terms and conditions thereof: Recording Date: July 15, 1987 Recording No.: 8707150886 Regarding: As established over other lands for the benefit of said premises and other property. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Puget Sound Power & Light Company Purpose: Underground Electric transmission and/or distribution line, together with necessary appurtenances Recording Date: September 14, 1987 Recording No.: 8709140815 Affects: As constructed or to be constructed Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Federal Way Water and Sewer District, a municipal corporation Purpose: Water and Sewer Facilities and all appurtenances Recording Date: March 28, 1988 Recording No.: 8803280350 Affects: Westerly and Southerly portions of Said Premises Subdivision Guarantee/Cerlificate Printed: 06.17.17 i� 08:28 AM Page 5 WA-CT-FNSE-02150.622476-SPS-1-17-0100907-06 CHICAGO TITLE INSURANCE COMPANY SCHEDULE B (continued) GUARANTEE/CERTIFICATE NO. 0100907-06 6. Easement(s) for the purposc(s) shown below and rights incidental thereto, as granted in a document: Granted to: Federal Way Water and Sewer District Purpose: Water facilities Recording Date: April 13, 1988 Recording No.: 8804130853 Affects: As described therein Said easement is also depicted on survey recorded under recording no. 20020523900002. 7. Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Federal Way Water and Sewer District, a municipal corporation Purpose: Sewer Facilities and all appurtenances Recording Date: March 13, 1989 Recording No.: 8903130453 Affects: Lying within a strip of land 10 feet wide in the Northerly Portion of said premises Easement(s) for the purpose(s) shown below and rights incidental thereto, as granted in a document: Granted to: Federal Way Water and Sewer District Purpose: Sewer facilities Recording Date: March 13, 1989 Recording No.: 8903130454 Affects: As described therein Said easement is also depicted on survey recorded under recording no. 20020523900002. 9. Matters contained in that certain document Entitled: Easement and Agreement, and the terms and conditions thereof: Recording Date: December 24, 1998 Recording No.: 9812240445 Which provides for among other things: Establishment if easement for installation, maintenance and repair of a traffic signal within a Northwesterly Portion of said premises Reference is hereby made to said document for full particulars. 10. Declaration of Reciprocal Access Easement and Maintenance Agreement, and the terms and conditions thereof: Recording Date: December 22, 2010 Recording No.: 20101222000939 11. Covenants, conditions, restrictions and easements but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth in the document Recording Date: December 19, 1986 Recording No.: 8612191598 Subdivision GuaranteetCertificate Printed: 06.17.17 @ 08:28 AM Page 6 WA-CT-FNSE-02150.622476-SPS-1-17-0100907-06 CHICAGO TITLE INSURANCE COMPANY SCHEDULE B (continued) GUARANTEE/CERTIFICATE NO. 0100907-06 Modification(s) of said covenants, conditions and restrictions Recording Date: April 7, 1987, and July 18, 2005 Recording No.: 8704071270 and 20050718000838 Assignment and Assumption of Operating Agreement and the terms and conditions thereof Recording Date: May 22, 2007 Recording No.: 20070522002781 Termination of Operation and Easement Agreement (as to Lot 3 only) Recording Date: December 22, 2010 Recording No.: 20101222000936 Second Amendment to Operation and Easement Agreement and the terms and conditions thereof Recording Date: December 22, 2010 Recording No.: 20101222000937 12. Covenants, conditions, restrictions, recitals, reservations, easements, easement provisions, dedications, building setback lines, notes, statements, and other matters, if any, but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth on survey: Recording No: 8612129019 13. Covenants, conditions, restrictions, recitals, reservations, easements, easement provisions, dedications, building setback lines, notes, statements, and other matters, if any, but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth on survey: Recording No: 20020523900002 14. Covenants, conditions and restrictions but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth in the document Recording Date: October 24, 2006 Recording No.: 20061024000518 Subdivis€on GuaranleelCerliiicate Printed: 06.17.17 Q 00:28 AM Page 7 WA-CT-FNSE-02150.622476-SPS-1-17-0100907-06 CHICAGO TITLE INSURANCE COMPANY SCHEDULE B (continued) GUARANTEE/CERTIFICATE NO. 0100907-06 15. Covenants, conditions and restrictions but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, source of income, gender, gender identity, gender expression, medical condition or genetic information, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth in the document Recording Date: September 27, 2007 Recording No.: 20070927002037 16. Covenants, conditions, restrictions, recitals, reservations, easements, easement provisions, dedications, building setback lines, notes, statements, and other matters, if any, but omitting any covenants or restrictions, if any, including but not limited to those based upon race, color, religion, sex, sexual orientation, familial status, marital status, disability, handicap, national origin, ancestry, or source of income, as set forth in applicable state or federal laws, except to the extent that said covenant or restriction is permitted by applicable law, as set forth on Boundary Line Adjustment: IVA 18, 19. Recording No: 20170613900004 Matters contained in that certain document Entitled: Agreement and the terms and conditions thereof: Executed by: Lakehaven Utility District and The City of Federal Way Recording Date: November 24, 2015 Recording No.: 20151124000661 Which provides for among other things: Joint Water Distribution System Reference is hereby made to said document for full particulars. Terms and conditions of Notice of Charges by water, sewer, and/or Storm and surface water utilities, as recorded under recording no. 8106010916. Special taxes and charges, payable February 15, delinquent if first half unpaid on May 1, second half delinquent if unpaid on November 1 of the tax year (amounts do not include interest and penalties): Year: 2015 Tax Account No.: 092104-9017 Levy Code: 1202 Assessed Value -Land: $0.00 Assessed Value -Improvements: $0.00 Special Taxes Billed: $10,530.72 Paid: $0.00 Unpaid: $10,530.72 Affects: Portion of said premises lying within Lot 4 and other property Subdivision Guarantee/Certificate Page 8 Printed: 06.17.17 @ 08:28 AM WA-CT-FN 5E-02150.622476-5 PS-1-17-0100907-06 CHICAGO TITLE INSURANCE COMPANY GUARANTEE/CERTIFICATE NO. 0100907-06 SCHEDULE B (continued) 20. Special taxes and charges, payable February 15, delinquent if first half unpaid on May 1, second half delinquent if unpaid on November 1 of the tax year (amounts do not include interest and penalties): Year: 2016 Tax Account No.: 092104-9017 Levy Code: 1202 Assessed Value -Land: $0.00 Assessed Value -Improvements: $0.00 Special Taxes Billed: $10,699.17 Paid: $0.00 Unpaid: $10,699.17 Affects: Portion of said premises lying within Lot 4 and other property 21. Special taxes and charges, payable February 15, delinquent if first half unpaid on May 1, second half delinquent if unpaid on November 1 of the tax year (amounts do not include interest and penalties): Year: 2017 Tax Account No.: 092104-9017 Levy Code: 1202 Assessed Value -Land: $0.00 Assessed Value -Improvements: $0.00 Special Taxes: Billed: $10,891.63 Paid: $0.00 Unpaid: $10,891.63 Affects: Portion of said premises lying within Lot 4 and other property 22. Special taxes and charges, payable February 15, delinquent if first half unpaid on May 1, second half delinquent if unpaid on November 1 of the tax year (amounts do not include interest and penalties): Year: 2017 Tax Account No.: 092104-9166 Levy Code: 1202 Assessed Value -Land: $0.00 Assessed Value -Improvements: $0.00 Special Taxes: Billed: $4.04 Paid: $4.04 Unpaid: $0.00 Affects: Portion of said premises lying within Lot 3 and other property Subdivision GuaranteeiCeniGcate Page 9 Prnted. 06.17.17 @ 08:28 AM W A-CT-FN S E-02150.622476-SP 5-1-17-0100907-06 CHICAGO TITLE INSURANCE COMPANY 23, 24. GUARANTEE/CERTIFICATE NO. 0100907-06 SCHEDULE B (continued) The property herein described is carried on the tax rolls as exempt. However, it will become taxable on the date of the execution of a conveyance to a taxable entity and subject to the lien of real property taxes for the balance of the year from that date: Tax Account No.: 092104-9017 Levy Code: 1202 Assessed Value -Land: 0.00 Assessed Value -Improvements: $0.00 Affects: Portion of said premises lying within Lot 4 and other property The property herein described is carried on the tax rolls as exempt. However, it will become taxable on the date of the execution of a conveyance to a taxable entity and subject to the lien of real property taxes for the balance of the year from that date: Tax Account No.: 092104-9166 Levy Code: 1202 Assessed Value -Land: 0.00 Assessed Value -Improvements: $0.00 Affects: Portion of said premises lying within Lot 3 Note: FOR INFORMATIONAL PURPOSES ONLY: The following may be used as an abbreviated legal description on the documents to be recorded, per Amended RCW 65.04.045. Said abbreviated legal description is not a substitute for a complete legal description within the body of the document: Lot(s): New3A BLA 20170613900004 Tax Account No.: 092104-9017 and 092104-9166 Note: Any map furnished with this Commitment is for convenience in locating the land indicated herein with reference to streets and other land. No liability is assumed by reason of reliance thereon. Subdivision Guarantee/Certificate END OF SCHEDULE B Page 10 Printed: 06.17.17 @ 08:28 AM W A-CT-F N SE-02150.622476-S PS-1-17-0100907-06 WHEN RECORDED RETURN TO CITY OF FEDERAL WAY P. 0. BOX 9718 FEDERAL WAY, WASHINGTON SO= IiIIIIIIiiiii1ill 20101222000938 CNYCRc0 TITLE LID 55,69 Fp N1 of ee4 12r22/2eIS 12.32 KING COiAITY, HA E2471827 12/22/2819 12:31 KTAX COUNTY, YA i18.N SN U $0.00 PAGE-N1 OF N1 (9) CHICAGO TITLE INSURANCE COMPANY STATUTORY WARRANTY DEED THE GRANTOR(S) PAL -DO COMPANY, INC., A WASHINGTON CORPORATION for and in consideration of TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION in hand paid, conveys and warrants to CITY OF FEDERAL WAY, A WASHINGTON MUNICIPAL CORPORATION the following described real estate situated in the County of KING State of Washington: LOT 3 OF SURVEY RECORDED IN VOLUME 52 OF SURVEYS, PAGE 220, UNDER RECORDING NUMBER 8612129019, IN KING COUNTY, WASHINGTON. SUBJECT TO: EXCEPTIONS SET FORTH ON ATTACHED EXHIBIT'A' AND BY THIS REFERENCE MADE A PART HEREOF AS IF FULLY INCORPORATED HEREIN. CHICAGO TITLE INS, CO. REFS. i � L ks 3 Ta:AccountNumber(s): 092104-9166M Dated: DECEMBER 20, 2010 PAL-00 COMPANY, INC. BYUN C. OK PRESIDENT 410E PRESIDENT CEIVED LPB10/KLC/052006 JUN 01 2017 CITY OF FF,GE1_ !? 4�/r".Y COMMUH ITY 11)E Y F-LbP&jL"i'.� STATE OF NGTON 98 covNTYn� I CERTIFY THAT I KNOW OR HAVE SATISFACTORY EVIDENCE THAT STUNG C. PARK AND YOUNG S. PARK ARE THE PERSONS WHO APPEARED BEFORE ME, AND SAID PERSON ACKNOWLEDGED THAT THEY SIGNED THIS INSTRUMENT, ON OATH STATED THAT THEY WERE AUTHORIZED TO EXECUTE THE INSTRUMENT AND ACKNOWLEDGED IT AS PRESIDENT AND VICE PRESIDENT OF PAL -DO COMPANY, INC. TO BE THE FREE AND VOLUNTARY ACT OF SUCH PARTY FOR THE USES AND PURPOSES MENTIONED IN THE INSTRUMENT. DATED: NOT Y GNATURE PR NAME: NO PUBLIC AND R S OF WASHINGTON RES ING AT MY APPOINTMENT RES JANN GAY NOTARY PUBLIC STATE OF WAf2HiNGT"'ii COMMISSfOPI EXPIRFS JUNF 15, 2Oi4 CHICAGO TITLE INSURANCE COMPANY EXHIBIT A EscrowNo.:4360255 TERMS AND CONDITIONS OF STORM DRAIN EASEMENT, ESTABLISHED OVER ADJOINING LANDS FOR THE BENEFIT OF SAID PREMISES AND OTHER PROPERTY BY INSTRUMENT: RECORDED: RECORDING NUMBER: JULY 15, 1987 8707150886 UNDERGROUND UTILITY EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE. PUGET SOUND POWER & LIGHT COMPANY, A WASHINGTON CORPORATION PURPOSE: ELECTRIC TRANSMISSION AND/OR DISTRIBUTION SYSTEM TOGETHER WITH ALL NECESSARY OR CONVENIENT APPURTENANCES AREA AFFECTED: A STRIP OF LAND 10 FEET IN WIDTH HAVING 5 FEET OF SUCH WIDTH ON EACH SIDE OF THE CENTERLINE OF GRANTEE'S FACILITIES, AS CONSTRUCTED OR TO BE CONSTRUCTED, EXTENDED OR RELOCATED LYING WITHIN THE WEST 65 FEET AND WITHIN THE SOUTH 55 FEET OF THE EAST 55 FEET OF THE WEST 120 FEET OF SAID PREMISES RECORDED: SEPTEMBER 14, 1987 RECORDING NUMBER: 8709140815 CONTAINS COVENANT PROHIBITING STRUCTURES OVER SAID EASEMENT OR OTHER ACTIVITIES WHICH MIGHT ENDANGER THE UNDERGROUND SYSTEM. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: FEDERAL WAY WATER AND SEWER DISTRICT, A MUNICIPAL CORPORATION PURPOSE: WATER FACILITIES AND ALL APPURTENANCES AREA AFFECTED: PORTIONS OF SAID PREMISES RECORDED: MARCH 28, 1988 RECORDING NUMBER: 8803280350 EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: PURPOSE: AREA AFFECTED: RECORDED: RECORDING NUMBER: FEDERAL WAY WATER AND SEWER DISTRICT, A MUNICIPAL CORPORATION SEWER FACILITIES AND ALL APPURTENANCES PORTION OF SAID PREMISES LYING WITHIN A STRIP OF LAND 10 FEET IN WIDTH MARCH 13, 1989 8903130453 0CH®rr/=A/09W EXHIBIT A EscrowNo.: 4360255 (continued) EASc:r EWT AGREEM-m3 : AND THE TERMS AND CONDITIONS THEREOF: BETWEEN: AND: RECORDED: RECORDING NUMBER: REGARDING: TRU PROPERTIES,. INC., SUCCESSOR -IN -INTEREST TO TOYS "R" US, INC., A DErAWA.RE CORPORATION WAL-MART STORES, INC., A DELAWARE CORPORATION DECEMBER 24, 1998 9812240445 ESTABLISHMENT OF EASEMENT FOR INSTALLATION, MAINTRILkNCE AND REPAIR OF A TRAFFIC SIGNAL ON A NORTHWESTERLY PORTION OF SAID PREMISES. COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS CONTAINED IN INSTRUMENT: RECORDED: RECORDING NUMBER: FEBRUARY 18, 1957 4772705 =,rClZV lS, CONDITIONS, RESTRICTIONS, EASENE--r tS, NOTES, DEDICATIONS AND SETBACKS, IF ANY, SET FORTH IN OR DELINEATED ON THE SURVEY RECORDED UNDER RECORDING NUMBER 8612129019. COVENANTS, CONDITIONS AND RESTRICTIONS CONTAINED IN INSTRUMENT, BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW: RECORDED: OCTOBER 24, 2006 RECORDING NUMBER: 20061024000518 COVENANTS, CONDITIONS AND RESTRICTIONS CONTAINED IN INSTRUMENT, BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW: RECORDED- SEPTEMBER 27, 2007 RECORDING NUMBER: 20070927002037 TERMS AND CONDITIONS OF NOTICE OF CHARGES BY WATER, SEWER, AND/OR STORM AND SURFACR WATER UTILITIES, RECORDED UNDER RECORDING NUMBER 8106010916. MATTERS'DISCLOSED BY A SURVEY OF SAID PREMISES BY BASELINE ENGINEERING, INC. DATED DECEMBER 7, 2010 UNDER JOB NO. 10-099 AS FOLLOWS: A.) POSSIBLE ENCROACHMENT OF SIDEWALK ONTO A SOUTHERLY PORTION OF SAID PREMISES; exhibitch1Ta/121196 (*)o Chicago Tide Insurance Company �r�m-q C \Ac, OWNER'S POLICY OF TITLE INSURANCE Issued by Chicago Title Insurance Company Any notice of claim and any other notice or statement in writing required to be given to the Company under this Policy must be given to the Company at the address shown in Section 19 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE "EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, CHICAGO TITLE INSURANCE COMPANY, a Nebraska corporation (the "Com- pany") insures, as of Date of Policy and, to the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or incurred by the Insured by reason of. 1. Title being vested other than as stated in Schedule A. 2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from (a) A defect in the Title caused by (i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (ii) failure of any person or Entity to have authorized a transfer or conveyance; (iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or deliv- ered; (iv) failure to perform those acts necessary to create a document by electronic means authorized by law; (v) a document executed under a falsified, expired, or otherwise invalid power of attorney; (vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means authorized by law; or (vii) a defective judicial or administrative proceeding. (b) The Hen of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid. (c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land onto adjoining land, and encroachments onto the Land of existing im- provements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. 5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning) restricting, regulating, prohibiting, or relating to (a) the occupancy, use, or enjoyment of the Land; (b) the character, dimensions, or location of any improvement erected on the Land; (c) the subdivision of land; or (d) environmental protection if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the extent of the violation or enforcement referred to in that notice. FORM 72-031-06 (6=) ALTA Owner's Policy (6.17-06) CHICAGO TITLE INSURANCE COMPANY 701 FIFTH AVENUE, #2300, SEATTLE, «/A 98104 Order No.: 001316532 PROPERTY ADDRESS: 31510 20TH AVENUE SOUTH Your No.: 31510 20TH AVE S ESCROW# 4360255 FEDERAL WAY, WASHINGTON CITY OF FEDERAL WAY P. O. BOX 9718 FEDERAL WAY, WASHINGTON 98063 Attu: SKIP PRIEST, MAYOR Enclosed are your materials on the above transaction. If you have any questions regarding these materials, please contact us. Thank you for this opportunity to serve you. ««««««««««««««««««<»»»»»»»»»»»»»»»»»»» TITLE UNIT 6 TELEPHONE: (206) 628-5610 FAX: (206) 628-9717 TOLL FREE- (800) 6274630 DARYL SAVIDIS SENIORTITLE OFFICER AND UNITMANAGER (E-MAIL: DARYL.SAVIDIS@CIT.COM) DAVID P. CAMPBELL SENIORTITLE OFFICER (UMAII,: DAVID.CAMI'BEI_i@CTT.COM) KEITII EISENBREY TITLE OFFICER (E-MAIL: GREY@C r COM) MIKE HARRIS TITLE OFFICER (E-MAIL: MICRAEL.HARRIS@CIT.COM) <<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<<>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>>> titkt/ede/01=4 CHICAGO TITLE INSURANCE COMPANY Extended Owner's Policy of Title Insurance SCHEDULE B Policy No: 001316532 EXCEPTIONS FROM COVERAGE This policy does not insure against loss or damage and the Company will not pay costs, attorneys' fees or expenses that arise by reason of: GENERAL EXCEPTIONS: av A. TAXES OR SPECIAL ASSESSMENTS WHICH ARE NOT YET PAYABLE OR WHICH ARE NOT SHOWN AS EXISTING LIENS BY THE PUBLIC RECORDS. B. ANY LIEN FOR SERVICE, INSTALLATION, CONNECTION, MAINTENANCE, TAP, CAPACITY, OR CONSTRUCTION OR SIMILAR CHARGES FOR SEWER, WATER, ELECTRICITY, NATURAL GAS OR OTHER UTILITIES, OR FOR GARBAGE COLLECTION AND DISPOSAL. C. UNPATENTED MINING CLAIMS, AND ALL RIGHTS RELATING THERETO; RESERVATIONS AND EXCEPTIONS IN UNITED STATES PATENTS OR 1N ACTS AUTHORIZING THE ISSUANCE THEREOF; INDIAN TRIBAL CODES OR REGULATIONS, INDIAN TREATY OR ABORIGINAL RIGHTS, INCLUDING EASEMENTS OR EQUITABLE SERVITUDES. D. WATER RIGHTS, CLAIMS, OR TITLE TO WATER. 06OPESBG 10/31/07 bk Z CHICAGO TITLE INSURANCE COMPANY Extended Owner's Policy of Title Insurance SCHEDULE B Policy No: 1316532 SPECIAL EXCEPTIONS: a 1. TERMS AND CONDITIONS OF STORM DRAIN EASEMENT, ESTABLISHED OVER ADJOINING LANDS FOR THE BENEFIT OF SAID PREMISES AND OTHER PROPERTY BY INSTRUMENT: z r RECORDED: RECORDING NUMBER: JULY 15, 1987 8707150886 2. UNDERGROUND UTILITY EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: PURPOSE: AREA AFFECTED: RECORDED: RECORDING NUMBER: PUGET SOUND POWER & LIGHT COMPANY, A WASHINGTON CORPORATION ELECTRIC TRANSMISSION AND/OR DISTRIBUTION SYSTEM TOGETHER WITH ALL NECESSARY OR CONVENIENT APPURTENANCES A STRIP OF LAND 10 FEET IN WIDTH HAVING 5 FEET OF SUCH WIDTH ON EACH SIDE OF THE CENTERLINE OF GRANTEE'S FACILITIES AS CONSTRUCTED OR TO BE CONSTRUCTED, EXTENDED OR RELOCATED LYING WITHIN THE WEST 65 FEET AND WITHIN THE SOUTH 55 FEET OF THE EAST 55 FEET OF THE WEST 120 FEET OF SAID PREMISES SEPTEMBER 14, 1987 8709140815 CONTAINS COVENANT PROHIBITING STRUCTURES OVER SAID EASEMENT OR OTHER ACTIVITIES WHICH MIGHT ENDANGER THE UNDERGROUND SYSTEM. 3. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: PURPOSE: AREA AFFECTED: RECORDED: RECORDING NUMBER: 080PESBS 10/31/07 bk FEDERAL WAY WATER AND SEWER DISTRICT, A MUNICIPAL CORPORATION WATER FACILITIES AND ALL APPURTENANCES PORTIONS OF SAID PREMISES MARCH 28, 1988 8803280350 10 1- - I - 4p CHICAGO TITLE INSURANCE COMPANY SCHEDULE B (CONiDWM) Policy No:001316532 SPECIAL EXCEPTIONS CONTINUED: c 4. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: FEDERAL WAY WATER AND SEWER DISTRICT, A MUNICIPAL CORPORATION PURPOSE: SEWER FACILITIES AND ALL APPURTENANCES AREA AFFECTED: PORTION OF SAID PREMISES LYING WITHIN A STRIP OF LAND 10 FEET IN WIDTH RECORDED: MARCH 13, 1989 RECORDING NUMBER: 8903130453 a 5. EASEMENT AGREEMENT AND THE TERMS AND CONDITIONS THEREOF: BE'iWEE : 7 U PROPERTIES, INC., SUCCESSOR -IN -INTEREST TO TOYS "R" US, INC., A DELAWARE CORPORATION AND: WAL-MART STORES, INC., A DELAWARE CORPORATION RECORDED: DECEMBER 24, 1998 RECORDING NUMBER: 9812240445 REGARDING: ESTABLISHMENT OF EASEMENT FOR INSTALLATION, MAINTENANCE AND REPAIR OF A TRAFFIC SIGNAL ON A NORTHWESTERLY PORTION OF SAID PREMISES. r 6. COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS CONTAINED IN INSTRUMENT: RECORDED: FEBRUARY 18, 1957 RECORDING NUMBER: 4772705 r 7. COVENANTS, CONDITIONS, RESTRICTIONS, EASEMENTS, NOTES, DEDICATIONS AND SETBACKS, IF ANY, SET FORTH IN OR DELINEATED ON THE SURVEY RECORDED TINDER RECORDING NUMBER 861212901 9, a 8. COVENANTS, CONDITIONS AND RESTRICTIONS CONTAINED IN INSTRUMENT, BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL 060PEBSC 10/31/07 bk CHICAGO TITLE INSURANCE COMPANY SCHEDULE B ( CONTINUED ) Policy No: 001316532 SPECIAL EXCEPTIONS CONTINUED: STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW: RECORDED: RECORDING NUMBER_ OCTOBER 24, 2006 20061024000518 Y 9. COVENANTS, CONDITIONS AND RESTRICTIONS CONTAINED IN INSTRUMENT, BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW: RECORDED: RECORDING NUMBER: SEPTEMBER 27, 2007 20070927002037 x 10. TERMS AND CONDITIONS OF NOTICE OF CHARGES BY WATER, SEWER, AND/OR STORM AND SURFACE WATER UTILITIES, RECORDED UNDER RECORDING NUMBER 8106010916. AD 11. MATTERS DISCLOSED BY A SURVEY OF SAID PREMISES BY BASELINE ENGINEERING, INC. , DATED DECEMBER 7, 2010 UNDER JOB NO. 10-099 AS FOLLOWS: A.) POSSIBLE ENCROACHMENT OF SIDEWALK ONTO A SOUTHERLY PORTION OF SAID PREMISES; Ao 12. DECLARATION OF RECIPROCAL ACCESS EASEMENT AND MAINTENANCE AGREEMENT, AND THE TERMS AND CONDITIONS THEREOF: BETWEEN: HILLSIDE PLAZA ASSOCIATES LLC, A WASHINGTON LIMITED LIABILITY COMPANY AND: CITY OF FEDERAL WAY, A MUNICIPAL ORGANIZTION AND: PAL -DO COMPANY, INC., ,AWC RECORDED: DECEMBER 22, 2010 RECORDING NUMBER: 20101222000939 06OPEBW 10/31/07 bk CHICAGO TITLE INSURANCE COMPANY SCHEDULE B (OpMMED) Policy No:001316532 SPECIAL EXCEPTIONS CONTINUED: ** END OF SCHEDME H ** ORIZ SIGNATORY Loan Policy Endorsements: N/A Owner's Policy Endorsements: 9.2-06, 25-06, 17-06, AND 18-06 OWPEBW 10/31 /07 k* Your R lc. 31510 2U�E S ESCROW# 4360255 ENDORSEMENT Attached to and forming a part of Policy No. 1316532 Issued by CHICAGO TITLE INSURANCE COMPANY Dated: ALTA ENDORSEMENT - FORM 9.2-06 (Owner's Policy - Improved Land) The Company insures against loss or damage sustained by the Insured by reason of: 1. The existence, at Date of Policy, of any of the following unless expressly excepted in Schedule B: a. Present violations on the Land of any enforceable covenants, conditions or restrictions, or any existing improvements on the Land that violate any building setback lines shown on a plat of subdivision recorded or filed in the Public Records. b. Any instrument referred to in Schedule B as containing covenants, conditions, or restrictions on the Land that, in addition, (i) establishes an easement on the Land; (ii) provides for an option to purchase, a right of first refusal or the prior approval of a future purchaser or occupant; or (iii) provides a right of reentry, possibility of reverter, or right of forfeiture because of violations on the Land of any enforceable covenants, conditions, or restrictions. c. Any encroachment of existing improvements located on the Land onto adjoining land, or any encroachment onto the Land of existing improvements located on adjoining land. d. Any encroachment of existing improvements located on the Land onto that portion of the Land subject to any easement excepted in Schedule B. e. Any notices of violation of covenants, conditions, or restrictions relating to environmental protection recorded or filed in the Public Records. 2. Damage to existing buildings: a. That are located on or encroach upon that portion of the Land subject to any easement excepted in Schedule B, which damage results from the exercise of the right to maintain the easement for the purpose for which it was granted or reserved; b. Resulting from the future exercise of any right existing at Date of Policy to use the surface of the Land for the extraction or development of minerals excepted from the description of the Land or excepted in Schedule B. 3. Any final court order or judgment requiring the removal from any land adjoining the Land of any encroachment, other than fences, landscaping or driveways, excepted in Schedule B. 4. Any final court order or judgment denying the right to maintain any existing building on the Land because of any violation of covenants, conditions, or restrictions or building setback lines shown on a plat of subdivision recorded or filed in the Public Records. Wherever in this endorsement the words "covenants, conditions or restrictions" appear, they shall not be deemed to refer to or include the terms, covenants, conditions, or limitations contained in an instrument creating a lease. As used in paragraphs La. and 4 the words "covenants, conditions or restrictions" do not include any covenants, conditions, or restrictions (a) relating to obligations of any type to perform maintenance, repair, or remediation on the Land, or (b) pertaining to environmental protection of any kind or nature, including hazardous or toxic matters, conditions, or substances, except to the extent that a notice of a violation or alleged violation affecting the Land has been recorded or filed in the Public Records at Date of Policy and is not excepted in Schedule B. ��� .RDA; ate) Your race: 31510 2ffM- AVE S ESGRaW# 436M5 ENDORSEMENT Attached to and forming a part of Policy No. 1316532 Issued by CHICAGO TITLE INSURANCE COMPANY Dated: This endorsement is issued as part of the policy. Except as it exvresst_y states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the Policy and of any prior endorsements. Authorized ignatory Not.: a endorsement shall not be r or binding until aount.rsigned by an authorised signatory EMO-W/Ri]A/— f ' Your lice: 31510 ME AVE S ESCROW 4360255 ENDORSEMENT Attached to and forming a part of Policy No. 1316532 Issued by CMCAGO TITLE INSURANCE COMPANY Dated: ALTA 25-06 (SURVEY) The Company insures against loss or damage sustained by the Insured by reason of the failure of the Land as described in Schedule A to be the same as that identified on the survey made by BASELINE ENGINEERING, INC., dated DECEMBER 10, 2007 and designated Job No.10-099. This endorsement is made a part of the policy and is subject to all the terms and provisions thereof and of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of the policy and prior endorsements, if any, nor does it extend the effective date of the policy and prior endorsements, or increase the face amount thereof. X'-w- Authorized ignatory xoea This andorsasent shall not be d or binding until countersigned by an authorised signatory HKDORSEC/RDA/0999 Your Nate: 3L51D 20'iM-AVE-S•ESCROW#4360255 — ENMvnSSE3M NT Attached to and forming a part of Policy No. 1316532 Issued by CHICAGO TITLE INSURANCE COMPANY Dated. ALTA ENDORSEMENT FORM 17-06 (Access and Entry) The company insures against loss or damage sustained by the Insured if, at Date of Policy (i) the Land does not abut and have both actual vehicular and pedestrian access to and from 20TH AVENUE SOUTH AND SOUTH 316TH STREET (the "Street"), (ii) the street is not physically open and publicly maintained, or (iii) the insured has no right to use existing curb cuts or entries along that portion of the Street abutting the Land. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. AuthorizeAuthorizecl Nipatory Tbia endoraaaaat abs12 not be v or binding until aountataiynad by an autbomised afygataxy M4WRSHC/RDA/09W Your40tce: 31510 20TH AVE S ESCROW# 4360255 ENDORSEMENT Attached to and forming a part of Policy No. 1316532 Issued by CHICAGO TITLE INSURANCE COMPANY Dated: ALTA ENDOR.SEMENT FORM 18-06 (Single Tax Parcel) The Company insures against loss or damage sustained by the Insured by reason of the Land being taxed as part of a larger parcel of land or failing to constitute a separate tax parcel for real estate taxes. This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is incansistent with an express provision of this endorsement, this endorsement controls. Otherwise, this endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements. Authorized ignatory Note: This endorsement sha1Z not be fa2id binding until countersigned by an authorised ■ignatory END0 LSLIC/RDA/0999 EXCLUSI014S FROM COVERAGE The following matters are expressly excluded m coverage Of: 1. (a) Any law, ordinance, permit; or governmental regulation (including those relating to buiidmg and -zoning) restricting, regulating; prohibiting; or relating to (i) the occupancy, use, or enjoyment of the Land; (ii) the character, dimensions, or location of any improvement erected on the Land; (iii) the subdivision of land; or (iv) environmental protection; or the effect of any violation of these laws, ordinances, or governmental regulations. This Exclusion 1(a) does not modify or limit the coverage provided under Covered Risk 5. (b) Any governmental police power. This Exclusion l(b) does not modify or limit the coverage provided under Covered Risk 6. 2. Rights of eminent domain. This Exclusion does not modify or limit the coverage provided under Covered Risk 7 or 8. 3. Defects, liens, encumbrances, adverse claims, or other matters : (a) created, suffered, assumed, or agreed to by the Insured Claimant; (b) not Known to the Company, not recorded in the Public Records at Date of Policy, but Known to the Insured Claimant and not disclosed in writing to the Company by the Insured Claimant prior to the date the Insured Claimant became an Insured under this policy; (c) resulting in no loss or damage to the Insured Claimant; (d) attaching or created subsequent to Date of Policy (however, this does not modify or limit the coverage provided under Covered Risk 9 and 10); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Title. 4. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction vesting the Title as shown in Schedule A, is (a) a fraudulent conveyance or fraudulent transfer; or (b) a preferential transfer for any reason not stated in Covered Risk 9 of this policy. 5. Any lien on the Title for real estate taxes or assessments imposed by governmental authority and created or attaching between Date of Policy and the date of recording of the deed or other instrument of transfer in the Public Records that vests Title as shown in Schedule A. CONDITIONS 1. DEFINITION OF TERMS The following terms when used in this policy mean: (a) "Amount of Insurance": The amount stated in Schedule A, as may be in- creased or decreased by endorsement to this policy, increased by Section 8(b), or decreased by Sections 10 and 11 of these Conditions. (b) "Date of Policy": The date designated as `Date of Policy" in Schedule A. (c) "Entity": A corporation, partnership, trust, limited liability company, or other similar legal entity. (d) "Insured": The Insured named in Schedule A. (i) The term "Insured" also includes (A) successors to the Title of the Insured by operation of law as dis- tinguished from purchase, including heirs, devisees, survivors, personal representatives, or next of kin; (B) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (C) successors to an Insured by its conversion to another kind of Entity; (D) a grantee of an Insured under a deed delivered without payment of actual valuable consideration conveying the Title (1) if the stock, shares, memberships, or other equity interests of the grantee are wholly -owned by the named Insured, (2) if the grantee wholly owns the named Insured, (3) if the grantee is wholly -owned by an affiliated Entity of the named Insured, provided the affiliated Entity and the named Insured are both wholly -owned by the same person or Entity, or (4) if the grantee is a trustee or beneficiary of a trust created by a written instrument established by the Insured named in Schedule A for estate planning purposes. (ii) With regard to (A), (B), (C), and (D) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured. (e) "Insured Clsi. , . An Insured clai.nu ng loss or. damage. (f) "Knowledge" or "Known": Actual knowledge, not constructive knowledge or notice that may be imputed to an Insured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (g) "Land": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any prop- erty beyond the lines of the area described in Schedule A, nor any right, title, interest, estate, or easement in abutting streets, roads, avenues, alleys, lanes, ways, or waterways, but this does not modify or limit the extent that a right of access to and from the Land is insured by this policy. (h) "Mortgage": Mortgage, deed of trust, trust deed, or other security instru- ment, including one evidenced by electronic means authorized by law. (i) "Public Records": Records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. With respect to Covered Risk 5(d), "Public Records" shall also include environmental pro- tection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. 0) "Brae": The estate or interest described in Schedule A. (k) "Unmarketable Title": Title. affected by an alleged or apparent matter that would permit a prospective purchaser or lessee of the Title or lender on the Title to be released from the obligation to purchase, lease, or lend if there is a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE The coverage of this policy shall continue in force as of Date of Policy in favor of an Insured, but only so long as the Insured retains an estate or interest in the Land, or holds an obligation secured by a purchase money Mortgage given by a purchaser from the Insured, or only so long as the Insured shall have liability by reason of warranties in any transfer or conveyance of the Title. This policy shall not continue in force in favor of any purchaser from the Insured of either (i) an estate or interest in the Land, or (ii) an obligation secured by a purchase money Mortgage given to the Insured. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT The Insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 5(a) of these Conditions, (ii) in case Knowledge shall come to an Insured hereunder of any claim of title or interest that is adverse to the Title, as insured, and that might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if the Title, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the fai lure of the Insured Claimant to provide prompt notice, the Company's liability to the Insured Claimant under the policy shall be reduced to the extent of the prejudice. 4. PROOF OF LOSS In the event the Company is unable to determine the amount of loss or damage, the Company may, at its option, require as a condition of payment that the insured Claimant furnish a signed proof of loss. The proof of loss must describe the defect, lien, encumbrance, .other atter in , —A gain..ct_by this pel_iy.t_hatcon r_h,r_r-.-sba_ctcof loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. DEFENSE AND PROSECUTION OF ACTIONS (a) Upon written request by the Insured, and subject to the options contained in Section 7 of these Conditions, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an Insured in litigation in which any third party asserts a claim covered by this policy adverse to the Insured. This obligation is limited to only those stated causes of action alleging matters insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the Insured to object for reasonable cause) to represent the Insured as to those stated causes of action. It shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs, or expenses incurred by the Insured in the defense of those causes of action that allege matters not insured against by this policy. (b) The Company shall have the right, in addition to the options contained in Section 7 of these Conditions, at its own cost, to institute and prosecute any action or proceeding or to do any other act that in its opinion may be neces- sary or desirable to establish the Title, as insured, or to prevent or reduce loss or damage to the Insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable to the Insured. The exercise of these rights shall not be an admission of liability or waiver of any provision of this policy. If the Company exercises its rights under this subsection, it must do so diligently. (c) Whenever the Company brings an action or asserts a defense as required or permitted by this policy, the Company may pursue the litigation to a final determination by a court of competent jurisdiction, and it expressly reserves the right, in its sole discretion, to appeal any adverse judgment or order. 6. DUTY OF INSURED CLAIMANT TO COOPERATE (a) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding and any appeals, the Insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, including the right to use, at its option, the name of the Insured for this purpose. Whenever requested by the Com- pany, the Insured, at the Company's expense, shall give the Company all reasonable aid (i) in securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act that in the opinion of the Company may be necessary or desirable to establish the Title or any other matter as insured. If the Com- pany is prejudiced by the failure of the Insured to furnish the required coop- eration, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or con- tinue any litigation, with regard to the matter or matters requiring such co-. operation. (b) The Company may reasonably require the Insured Claimant to submit to examination under oath by any authorized representative of the Company and to produce for examination, inspection, and copying, at such reason- able times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, mcmoranda. correspondence, reports, e-mails, disks, tapes, and videos whether bearing a date before or after Date of Policy, that reasonably pertain to the loss or damage. Further, if requested by any au- thorized representative of the Company, the Insured Claimant shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect, and copy all of these records in the custody or control of a third party that reasonably pertain to the loss or damage. All information designated as confidential by the insured Claimant provided to the Com- pany pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Insured Claimant to submit for examination under oath, produce any reasonably requested information, or grant permis- sion to secure reasonably necessary information from third parties as re- quired in this subsection, unless prohibited by law or governmental regula- tion, shall terminate any liability of the Company under this policy as to that claim. 7. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY In case of a claim under this policy, the Company shall have the following addi- tional options: (a) To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the In- sured Claimant that were authorized by the Company up to the time of pay- ment or tender of payment and that the Company is obligated to pay. Upon the exercise by the Company of this option, all liability and obliga- tions of the Company to the Insured under this policy, other than to make the payment required in this subsection, shall terminate, including any li- ability or obligation to defend, prosecute, or continue any litigation. (b) To Pay or Otherwise Settle With Parties Other Than the Insured or With the Insured Claimant. (i) To pay or otherwise settle with other parties for or in the name of an Insured Claimant any claim insured against under this policy. In addi- tion, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Com- pany up to the time of payment and that the Company is obligated to pay; or (ii) To pay or otherwise settle with the Insured Claimant the loss or dam- age provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were autho- rized by the Company up to the time of payment and that the Com- pany is obligated to pay. Upon the exercise by the Company of either of the options provided for in subsections (b)(i) or (ii), the Company's obligations to the Insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation. & DETERMINATION AND EXTENT OF LIABILITY This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the Insured Claimant who has suffered loss or damage by reason of matters insured against by this policy. (a) The extent of liability of the Company for loss or damage under this policy shall not exceed the lesser of (i) the Amount of Insurance; or (ii) the difference between the value of the Title as insured and the value of the Title subject to the risk insured against by this policy. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title, as insured, (i) the Amount of Insurance shall be increased by 10%, and (ii) the Insured Claimant shall have the right to have the loss or damage determined either as of the date the claim was made by the Insured Claimant or as of the date it is settled and paid. (c) In addition to the extent of liability under (a) and (b), the Company will also pay those costs, attorneys' fees, and expenses incurred in accordance with Sections 5 and 7 of these Conditions. 9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged defect, lien, or encumbrance, or cures the lack of a right of access to or from the Land, or cures the claim of Unmarketable Title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused to the Insured. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or dam- age until there has been a final determination by a court of competent juris- diction, and disposition of all appeals, adverse to the Title, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liabil- ity voluntarily assumed by the Insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LI- ABILITY All payments under this policy, except payments made for costs, attorneys' fees, and expenses, shall reduce the Amount of Insurance by the amount of the payment. 11. LIABILITY NONCUMULATIVE The Amount of Insurance shall be reduced by any amount the Company pays under any policy insuring a Mortgage to which exception is taken in Schedule B or to which the Insured has agreed, assumed, or taken subject, or which is executed by an Insured after Date of Policy and which is a charge or lien on the Title, and the amount so paid shall be deemed a payment to the Insured under this policy. 12. PAYMENT OF LOSS When liability and the extent of loss or damage have been definitely fixed in accordance with these Conditions, the payment shall be made within 30 days. 13. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) Whenever the Company shall have settled and paid a claim under this policy, it shall be subrogated and entitled to the rights of the Insured Claimant in the Title and all other rights and remedies in respect to the claim that the Insured Claimant has against any person or property, to the extent of the amount of any loss, costs, attorneys' fees, and expenses paid by the Company. If requested by the Company, the Insured Claimant shall execute documents to evidence the transfer to the Company of these rights and remedies. The Insured Claimant shall permit the Company to sue, compromise, or settle in the name of the Insured Claimant and to use the name of the Insured Claimant in any transaction or litigation involving these rights and remedies. If a payment on account of a claim does not fully cover the loss of the Insured Claimant, the Company shall defer the exercise of its right to recover until after the Insured Claimant shall have recovered its loss. (b) The Company's right of subrogation includes the rights of the Insured to indemnities, guaranties, other policies of insurance, or bonds, notwithstanding any terms or conditions contained in those instruments that address subrogation rights. Chicago Title Insurance Company December 23, 2010 City of Federal Way Attn: Tonic Proctor 33325 0 Avenue South Federal Way, WA 98003 RE: Escrow No. 4360255 Dear Tonia: The referenced transaction has closed. Enclosed please find the following: 1. Final Buyer's Closing Statement; 2. Copy, signed closing documents; It has been a pleasure to do business with you, and thank you for choosing CHICAGO TITLE AND ESCROW for your real estate transaction. I hope you will choose Chicago Title Insurance Company for your future transactions. If you have any questions concerning the details of this escrow please feel free to call me at (253) 671-6620. Th you, W l` R ee Sorensen Commercial Escrow Closer Enc. 4717 South 19M Street, Ste 109; Tacoma. WA 98405 rec 253-474-2377 • FAx 253-475-4351 W W W.ctiapierce. COM CHICAGO TITLE INSURANCE COMPANY BUYER'S/BORROWER'S SETTLEMENT STATEMENT ESCROW NUMBER: 00750-004360255-001 ORDER NUMBER: 00633-001316532 CLOSING DATE: 12/22/10 CLOSER: RENEE SORENSEN BUYER: CITY OF FEDERAL WAY SELLER: PAL -DO COMPANY, INC. PROPERTY: 31510 20TH AVENUE SOUTH,FEDERAL WAY, WASHINGTON CHARGE BUYER Sales Price $ 5,375,000.00 $ Earnest Money Deposit Closing funds deposited Settlement or Closing Fee 1,912.75 Title Insurance 3,216.02 Recording Fees 70.00 PAGE: 01 CREDIT BUYER 200,000.00 5,180,198.77 TOTALS $ 5,380,198.77 $ 5,380,198.77 CB Richard Ellis 0Capyright1999-2005 ,,�,} CBRE1145 Broadway Plaza, Suite 1000 c01A"1efC� Brokers R°�� �r„�ea [-'� Tacoma, WA 98402 Phone: (253) 572-6355 CM Form P8-As aapmnc a ACB RICHARD ELLIS Fax: (2 Rev. 12199 Pape 1 of 5 ASSIGNMENT a ASSUMPTION AGREEMENT C,BA Text 4i"mmr. Text deleted by licences+ lWIcMed Zfy stnkr} tW- t8xt irtaerled by -dl,*d W s UI caPU ,1 This Assignment and Assumption Agreement CAgreement) is made as of thlVYP day of Decamber 2010 between Pablo Company. Inc, (°Assignor), and City of Federal Way, , ('Assignee). Assignor and Assignee entered into that certain ag�eedment, the Cornmerdal Reat Estate Purusase & ai!p_Agras mart dated November 6, 2LIQ (the 'Purchase Agreement). The Purchase Agreement provides for the sale of real property or a business opportunity, as described on attached Exhibit A. Assignor is obligated to assign to Assignee any and all of its right, title and interest in and to the following (collectively, the 'Assigned Property): A. Leases. Each of the leases of real or personal property which Assignor is required to assign to Assignee pursuant to the Purchase Agreement, and which may be identified on attached Exhibit B; B. Contracts. All contracts or agreements of any nature relating to the real property or business, as the case may be, including without limitation design contracts, construction contracts, purchase orders, utility contracts, water and sewer service contracts, maintenance contracts, warranties, and soils reports, which Assignor is required to assign to Assignee pursuant to the Purchase Agr—m—nent, and which may be listed on attached Exhibit C; arm' C. intangible Property. All intangible property now or hereafter existing with respect to the Property including without limitation: all rights�f--way, rights of ingress or egress or other interests in, on, or to, any land, highway, street, road, or avenue, open or proposed, in, on, or across, in front of, abutting or adjoining the Property; all rights to utilities serving the Property; all drawings, plans, specifications and other architectural or engineering work product; all governmental permits, certificates, licenses, authorizations and approvals; all rights, claims, causes of action, and warranties under contracts with contractors, engineers, architects, consultants or other parties associated with the Property; all utility, security and other deposits and reserve accounts made as security -for the fulfillment of any of Seller's obligations; any name of or telephone numbers for the Property and related trademarks, service marks or trade dress; and guaranties, warranties or other assurances of performance received. The parties agree as follows: 1. Assignment. Assignor grants, assigns, sells, transfers, sets over and delivers unto Assignee all of Assignors right, title and interest in and to the Assigned Property and Assignee accepts such assignment. n. MSalii�dpu0ir. Assignee aasumnes 1-is peof all uwa CiuiigauGns imposed on uoo Assignor ie dar,~a Assigned Property accruing or arising on or after the Effective Date of this Agreement 3. Indemnification. Assignor agrees to indemnify, defend and hold Assignee harmless from and against any and all claims, demands, liabilities, costs and expenses, including reasonable attorneys' fees, occurring by reason of Assignors failure to perform in accordance with the terms of the assigned Leases prior to the Effective Date. Assignee agrees to indemnify, defend and hold Assignor harmless from and against any and all claims, demands, liabilities, costs and expenses, including reasonable attorneys' fees, occurring by reason of Assignee's failure to perform in accordance with the terms of the assigned Leases on or after to the Effective Date. 4. Effective Date. The 'Effective Date" of this Agreement is the date the deed conveying title to the real property from Assignor to Assignee is recorded in the official records of the County recorder's ofte or, in the case of the sate of a business opportunity, the date nn w c h owrmrsh:p of tl'e L'I:sI.-Ws IS Ia-gallj trangfeaed frihpr,., ASslg Wr4o Ad Mai . 5. Further Assurances. Assignor and Assignee each agree that they will, on the written request of -the other party, execute, acknowledrie and rdaGver all ru,M finfhar dru4,mawe- onrf accirrmu ar- and nerfdnn all suchh fierdher ;@i ass may be reasonably requested by the other party to implement and give effect to this Agreement. 6. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which will constitute one and the same agreement. 7. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement, their successors in interest and assigns. 8. Goveming Law. This Agreement shall be governed by, construed and an in accordance with the laws of the State of INITIALS: BUYER: DATE: SELLER: C_ ❑ATE: BUYER: DATE: SELLER: J DATE CBRE CS RICHARD ELLIS CB Richard Ellis 1145 Broadway Plaza, Suite 1000 Tacoma, WA 98402 Phone: (253) 572-6355 Fax: (253) 596.0059 o copyright : ss9 - 2006 Commercial Brpkars Assach„ion L.+u'f AA Rights Reserved ASSIGNMENT & ASSUMPTION AGREEMENT (CONTINUED) CBA Form PS -AS Assignment & Assumption Agreement Rev_ 12MO Page 2 of 5 Washington. 9. Attorneys' Fees. If Assignor or Assignee sues to enforce this Agreement or obtain a declaration of its rights under this Agreement, the prevailing party in any such proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in Me proceeding (including those incurred in any bankruptcy proceeding or appeal) from the non -prevailing party. ASSIGNOR: Paf do Company, Inc, ASSIGNEE: city of Federal Way , a Washington Corporation a By: X By: Byung Chan Pa Skip Priest Its:President Its: Mayor Date INMALS: BUYER:, —DATE: BUYER: DATE: SELLER ( E. SI=LLER: r OATE: CBRE CB RICHARD ELLIS CB Richard Ellis 1145 Broadway Plaza, Suite 1000 Tacoma, WA 98402 Phone: (253) 572-6355 Fax: (253) 596-0059 O Cupyrpht 1999 - 200s CormnercaI Brokers Association RIV Rght& Resmed ASSIGNMENT 3 ASSUMPTION AGREEMENT (CONTINUED) EXHIBIT A (Description of Real Property or Business Opportunity) rvrrar TgyR I,e1' lin i to at 3151i3 2G"' Ave 5. i`ederal Yvav_ WA 9&uG3 INITIALS: BUYER: 141�0� DATE: BUYER: DATE: CBA Form PS -AS Assignment & Assumption Agreemenr Rev.12199 Pegs 3 or 5 f SELLER: g " L DATE: SELLER: DATE: CBRE CB RICHARD ELLIS None CB Richard Ellis 1145 Broadway Plaza, Suite 1000 Tacoma, WA 98402 Phone: (253) 572-0355 Fax: (253) 596-0059 O Copyright 1999.2m Comrreerc.AW OmkM Association AN WShq Reserved ASSIGNMENT & ASSUMPTION AGREEMENT (CONTINUED) EXHIBIT B (Leases) C9A Farm PS•AS AssWivwnt&A mp0on Apreemeht Rev. 12199 Pape 4 of 5 INITIALS: BUYER: DATE: SELLER: BIKER: DATE SELLER: DATE: CS Richard Ellis 1145 Broadway Plaza, Suite 1000 Tacoma, WA 98402 Phone: (253) 572-6355 Fax: (253) 596-0059 G Capyrigh7 Ass - aboD ,�_ . f CornmerC:al Brokers Rsapciatior+ I`�'11.�11}Rf All Rights Reserr--J ASSIGNMENT a ASSUMPTION AGREEMENT (CONTINUED) INITIALS: BUYER: DATE: BUYER:: . EXHIBIT C (Contracts) CBA Form PEAS Aeeomnt 6 Assumption Rp nee inert Rev. 12/99 Pape 5 of 5 SELLER: DATE: SELLER: L-/-20ATE: CHICAGO TITLE INSURANCE COMPANY ESTIMATED BUYER'S/BORROWER'S SETTLEMENT STATEMENT ESCROW NUMBER: 00750-004360255-001 ORDER NUMBER: 00633-001316532 CLOSING DATE: 12/22/10 CLOSER: RENEE SORENSEN BUYER: CITY OF FEDERAL -WAY SELLER:• PAL -DO COMPANY, INC. PROPERTY- 31510 20TH AVENUE SOUTH, FEDERAL WAY, WASHINGTON CHARGE BUYER Sales Price $ 5,375,000.00 $ Earnest Money Deposit Settlement or Closing Fee 1,912.75 Title Insurance 3,216.02 Recording Fees 70.00 Funds Due From Buyer At Closing TOTALS CITY OF FEDERAL WAY T SKIP PRI ST, MAYOR PAGE: 01 CREDIT BUYER 200,000.00 5,180,198.77 $ 5,380,198.77 $ 5,380,198.77 CFECAGO-TITLE INSURANCE COMPANY PHONE: - FAX. ESCROW SERVICES STATEMENT CERTIFIED LIMITED PRACTICE OFFICERS MAY RENDER SERVICES AUTHORIZED BY APR 12RULE-ONLY UNDER -THEFOLLOWING CONDITIONS:-- - --- 1. Agreement of the parties: Prior to the performance of the services all parties to the transaction shall have agreed in writing to the basic terms and conditions of the transaction. 2. Disclosure to the Parties: The Officer shall advise the parties of the following limitations of service: (a) That the Officer is not acting as the advocate or representative of the parties hereto; (b) That the documents prepared by the Officer will affect the legal rights of the parties hereto; (c) That the parties' interests in the documents differs; (d) That the parties have a right to be represented by attorneys of their own choosing and at their own expense; (e) That the Officer may not and cannot give any legal advice as to the mariner in which the documents affect the legal rights of the parties. 3. The following documents have been prepared and selected by the Officer: STATUTORY WARRANTY DEED, EXCISETAXAFFIDAVIT 4, Loan documents have been selected and prepared by. - NONE 5. Other: ESCROW NO. OM360255 PROPERTY: 31510 2UM LPO PAL -DO COMPANY, INC. BYUNG G PARK, PRESIDENT t Y G S. PARK, VICE PRESIDENT WAY, WASHINGTON CITY OF FEDERAL WAY BY: �� SKIP PRIEST, MAYOR EssmooIMWOM CHICAGO A. .3URANCE COMPANY 0 4717 SOUTH 19TH, SUITE 201, TACOMA, WASHINGTON 98405 PHONE: FAX ESCROW INSTRUCTIONS Date: DECEMBER20, 2010 ESCROW NO. 004360255 TITLE ORDER NO. U01916532 PROPERTY: 31510 2oTH AVENUESOUTH, FEDERAL WAY, WASHINGTON BUYER CITY OF FEDERAL WAY SELLER PAL -DO COMPANY, INC TO: CHICAGO TITLE INSURANCE COMPANY 4717 SOUTH 19TH, SUITE 201 TACOMA, WASHINGTON 9M SELLER herein shall deposit with escrow under these instructions the following. REAL ESTATE PURCHASE AND SALE AGREEMENT & ADDENDUMS THERETO, IF ANY ESTIMATED SETTLEMENT STATEMENT NOTICE: THE ESTIMATED CLOSING STATEMENT IS SUBJECTTO CHANGES, CORRECTIONS AND/ORADDTIIONS AT THE TIME OF FINAL COMPUTATION OF CLOSING ESCROW STATEMENT. STATUTORY WARRANTY DEED, EXCISE TAX AM' DAVTr DECLARATION OF RECIPROCAL ACCESS EASEMENT AND MAINTENANCE AGREEMENT, TERMINATION OF OPERATION AND EASEMENTAGRRRMFNr AFFIDAVITAND INDEMNITY BY OWNER which you are instructed to deliver, release and/or record when you have for the account of the seller FIVE MILLION THREE HUNDRED SEVENTY-FIVE THOUSAND AND 00/100 ($5,375,000.00 ) subject to any charges and/or credits authorized herein and PURCHASER herewith deposits with escrow: FUNDS AS REQUIRED TO CLOSE ESTIMATED SETTLEMENT STATEMENT NOTICE: THE ESTIMATED CLOSING STATEMENT IS SUBJECT TO CHANGES, CORRECTIONS AND/ORADDITIONS AT THE TIME OF FINAL COMPUTATION OF CLOSING ESCROW STATEMENT. DECLARATION OF RECIPROCAL ACCESS EASEMENT AND MAINTENANCE AGREEMENT which sums and documents you are instructed to use: 1. When you are able to dose according to the terms and conditions set forth in the Real Estate Purchase and Sale Agreement and Addendums attached thereto and in compliance with these instructions, and issue your policy (or policies) of title insurance in the amount (or amounts) as follows: EXTENDED OWNERS POLICY INSURING BUYER IN AMOUNT OF SALE PRICE containing the insuring clauses, cxceptions, exclusions, provisions and stipulations as contained in commitment issued under number 001316532 under which parties herein have read and approved, and a Conditions, restrictions or reservations as may be contained is the plat or Federal or State patents- b. Matters attachit4by, through or under the Grantee c. Special Exceptions 2-10.13AND 20 2. You are instructed to disburse deposited funds pursuant to dosing statement(s) examined and approved by the parties hereto and by this reference made a part hereof. Certain items shown on the closing statements may be estimated only and the final figures may be adjusted to accommodate exact amounts required at the time of disbursement. HFMA/MA/ow ESCROW INSTRUCTIONI Escrow No. 004360255 Title No. 001316532 Date: DECEM 3ER 20, 2010 The undersigned have examined and hereby approved for use in this escrow the documents described above as to content and form. Assume a per diem basis in any pro -rate herein provided, and unless parties otherwise instruct you, you are to use the information contained in the last available tax statement as provided by the seller, beneficiary's statement, and fire insurance policies delivered into escrow for the pro -rates provided above. All money received by you in this escrow is to be deposited in your trust account pending closing. It is understood that all checks, money orders or drafts will be processed for collection in the normal course of business. You may commingle funds received in this escrow with escrow funds of others, and you may, without limitation, deposit such funds in your custodial or escrow accounts with any reputable trust company, bank, savings bank, savings association, or other financial services entity, including any affiliate of Chicago Title Insurance Company. You shall be under no obligation to invest the funds deposited with you on behalf of any depositor, nor shall you be accountable for any earnings or incidental benefits attributable to the funds which you may receive while you hold such funds. If for any reason funds are retained or remain in escrow after the closing date, you are authorized to deduct therefrom a reasonable charge as custodian. 6. You are instructed that all money and documents required by you herein shall be deposited with you on or before DECEMBER 30, 2010 • If this escrow has not been placed in a condition to close by said date, the above items deposited by me (us) are to be returned to me (us) upon written demand, at which time I/we will pay ail your charges in connection herewith, but in the absence of such written demand, you will proceed with these instructions as soon as practicable. 7. These rlosJingg escrow instructions may be executed in counterparts with Like effect as if all signatures appeared on a single copy. Facsimile copies of certain documents may be accepted, at the discretion of Chicago Title Insurance Company, for purposes of closing. S. These escrow instructions are not intended to amend, modify or supersede the terms and conditions set forth in the Real Estate Purchase and Sale Agreement and Addendums thereto, if any. Escrow is to be concerned only with the provisions specifically set forth in these instructions and identified by the Buyer and Scher as conditions to the closing of this escrow. 9. You are instructed to furnish to any broker or lender identified with this transaction or anyone acting on behalf of such lender, any information concerning this Escrow upon request of said broker or lender. 10. Should any dispute arise between parties interested in property or funds covered by these instructions, you shall have the option to hold all matters pending in their then existing status or to join in or commence a court action, deposit the money and documents referred to herein into the Registry of the Court or upon holding this escrow open for determination of the rights of the parties, you will be relieved of all responsiblity. It is further agreed that in the event of any suit or claim made against you by either or both parties to this agreement, that said parties shall be required to pay ,you all expenses, costs and reasonable attorney's fees in connection therewith, whether suit is instituted by you or any of the parties hereto. 11. Escrow holder is to assume no responsibility or liability f&the preparation of the Truth in Lending, Consumer Protection Statement. 12. NON-RESIDENT ALIEN. The Foreign Investment in Real Property Tax Act (k7RPTA), Title 26 U.S.C., Section 1445, and the regulations there under, provide in part, that a transfer cc (buyer) of a US. real property interest from a €oreimr person (non-resident alien) must withhold a tax equal to ten percent (10%) of the amount realized on the disposition, report the transaction and remit the withholding to the Internal Revenue Service within twenty (20) days after the transfer. Chicago Title Insurance Company has not and will not participate in any determination of whether the FIRPTA tax provisions are applicable to the subject transaction, nor act as a Qualified Substitute nor furnish tax advice to any party to the transaction. Chicago'Iitle Insurance Company is not responsible for determining whether the transaction will qualify for an exception or an exemption and is not responsible for the filing of any tax forms with the Internal Revenue Service as they relate to FIRPTA. Chicago Title insurance Company is not the agent for the buyer for the pu�. odes f rece-4, og and ands r evidence or doc„ L-ntatian that the Seller in the subject transaction is a U.S. .r.............._.,....., ...... yea any citizen of resident alien. The buyer is advised they must independently make a determination of whether the contemplated transaction is taxable or non-taxable and the applicability of the withholding requirement to the subject transaction, and should seek the advice of their attorney or accountant. Chicago Title Insurance company is not responsible for the payment of this tax and/or and penalty and/or interest incurred in connection therewith and such taxes are not a matter covered by the Owners Policy of Title Insurance to be issued to the Buyer. The Buyer is advised they bear full responsibility for compliance with the tax withholding requirement if applicable and/or for payment of any tax, interest, penalties and/or other expenses that maybe due on the subjecttransaction. 13. The Iegal description as in Preliminary Commitment for Title Insurance No. 001316532 is that of the property intended to be conveyed in this transaction. 14. The undersigned hereby acknowledge receipt of the Commitment for Preliminary Title Insurance covering subject property together with Escrow Agents Admission to Practice Rule Disclosure. M2MB/RDA/o9 ESCROW INSTRUCTIONS Escrow No. 004360255 Da.c: DECEMBER 20, 2010 Title No. 001316532 15. You are instructed to prorate as of the date of recording the following. NONE 16. The undersigned hereby advise escrow holder that pro -ration and payment of all utilities, including but not limited to water, sewer, garbage, electricity, gas and oil, wig be handled between the parties outside o1 escrow. Escrow holder shall not be responsible for determining whether any utility charges are or may become due or for payment of any such charges. By signing these instructions, the undersigned hereby assume full responsibility for proration and payment, if any, of utilities. THE UNDERSIGNED HEREBY AGREE THAT ALL SPECIAL CONDITIONS AND CONTINGENCIES OF THE PURCHASE AND SALE AGREEMENT, TOGETHER WITH ANY AND ALL ADDENDA THERETO, EITHER HAVE BEEN OR WILL BE MET TO THEIR SATISFACTION OR WAIVED. CHICAGO TITLE, AS ESCROWEE, SHALL ONLY BE RESPONSIBLE FOR CLOSING IN ACCORDANCE WITH THE WRITTEN TERMS OF THE PURCHASE AND SALE AGREEMENT AND ANY OTHER WRITTEN INSTRUCTIONS DEPOSITED TO ESCROW, THE PARTIES SHALL HOLD CHICAGO TITLE INSURANCE COMPANY AND ITS EMPLOYEES HARMLESS FROM ANY CLAIM RESULTING FROM THE FAILURE OF ANY PARTY TO MEET ANY ADDITIONAL CONDITIONS AND/OR CONTINGENCIES. ESCROW HOLDER IS TO ASSUME NO RESPONSIBILITY OR LIABILITY OF ANY NATURE REGARDING THE CONDITION, COMPLETION OR DELIVERY OF THE SUBJECT PROPERTY. THE PARTIES HERETO HOLD ESCROW HOLDER HARMLESS FOR THE PRORATION OF THE 2010 REAL ESTATE TAXES DUE TO THE BUYER'S EXEMPTION. THE SELLER SHALL PETITION FOR A REFUND DIRECT WITH KING COUNTY POST CLOSING OUTSIDE OF THE TERMS OF THIS ESCROW. ESCROW INSTRUCTIONS Escrow No. OnOLM0755 Date: DECEMBER24,2410 Title No. 001316532 DECLARATION OF ESCROW SERVICES Both Purchaser and Seller acknowledge by their signatures hereon the following: I have been specifically informed that CHICAGO TITLE INSURANCE COMPANY (hereinafter designated'CHICAGO') is not licensed to practice law and no legal advice has been offered by CHICAGO or any of its employees. I have been further informed that CHICAGO is acting only as an escrow holder and that it is forbidden by law from offering any advice to any party respec[ing the merits of this escrow transaction or the nature of the instruments utilized, and that it has not done so. I have not been referred by CHICAGO to any named attorney or attorneys or discouraged from seeking advice of any attorney but have been requested to seek legal counsel of my own choosing at my own expense, if I have doubt concerning any aspect of this transaction. I further declare all instruments to which 1 am a party, if prepared by CHICAGO, have been prepared under the direction of my attorney or myself and particularly declare that copying legal description from title reports into forms of deed, etc. or reforming of legal descriptions or agreemehts is, or will be solely at my direction or request. I have been afforded adequate time and opportunity to read and understand these escrow instructions and all other documents referred to therein. THE UNDERSIGNED HAVE READ AND FULLY UNDERSTAND THE FOREGOING CLOSING INSTRUCTIONS AND ALSO THE DECLARATION SET FORTH ABOVE AND AGREE TO THE SAME PAL -DO COMPANY, INC. M _. - tr a AN WARMS Forwarding Address: CITY OF FEDERAL WAY BY: SIOP PRIEST, mAY6R MMD/RDA/QW WHEN RECORDED RETURN TO CITY OF FEDERAL WAY P.O. BOX9718 FEDERAL WAY, WASHINGTON 98063 m60o PDy AC Kr,..:.. = ',="EIPTOF A COPY OF DOCUMENT, WHICH THEY HAVE READ, UNf7ERSTU0' 1,NDACCEPTED. CHICAGO TITLE INSURANCE COMPANY 4360255 STATUTORY WARRANTY DEED THE GRANTOR(S) PAL -DO COMPANY, INC., A WASHINGTON CORPORATION for and in consideration of TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION in hand paid, conveys and warrants to CITY OF FEDERAL WAY, A WASHINGTON MUNICIPAL CORPORATION the following described real estate situated in the County of KING State of Washington: LOT 3 OF SURVEY RECORDED IN VOLUME 52 OF SURVEYS, PAGE 220, UNDER RECORDING NUMBER 8612129019, IN KING COUNTY, WASHINGTON. SUBJECT TO: EXCEPTIONS SET FORTH ON ATTACHED EXHIBIT WAND BY THIS REFERENCE MADE A PART HEREOF AS IF FULLY INCORPORATED HEREIN. Tax Account Number(s): 092104916603 Dated: DECEMBER 20, 2010 PAL-00 COMPANY, INC. BYUNG C. PARK, PRESIDENT YOUNG S. PARK, VICE PRESIDENT LPB10/KLC/052006 STATE OF WASHINGTON ss COUNTY OF I CERTIFY THAT I KNOW OR HAVE SATISFACTORY EVIDENCE THAT BYUNG C. PARK AND YOUNG S. PARK ARE THE PERSONS WHO APPEARED BEFORE ME, AND SAID PERSON ACKNOWLEDGED THAT THEY SIGNED THIS INSTRUMENT, ON OATH STATED THAT THEY WERE AUTHORIZED TO EXECUTE THE INSTRUMENT AND ACKNOWLEDGED IT AS PRESIDENT AND VICE PRESIDENT OF PAL -DO COMPANY, INC. TO BE THE FREE AND VOLUNTARY ACT OF SUCH PARTY FOR THE USES AND PURPOSES MENTIONED IN THE INSTRUMENT. DATED: NOTARY SIGNATURE PRINTED NAME: NOTARY PUBLIC IN AND FOR RESIDING AT MY APPOINTMENT EXPIRES THE STATE OF WASHINGTON CHICAGO TITLE INSURANCE COMPANY EXFIIBIT A EscrowNo.:4360255 TERMS AND CONDITIONS OF STORM DRAIN EASEMENT, ESTABLISHED OVER ADJOINING LANDS FOR THE BENEFIT OF SAID PREMISES AND OTHER PROPERTY BY INSTRUMENT: RECORDED: RECORDING NUMBER: JULY 25, 1987 8707150886 UNDERGROUND UTILITY EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: PUGET SOUND POWER & LIGHT COMPANY, A WASHINGTON CORPORATION PURPOSE: ELECTRIC TRANSMISSION AND/OR DISTRIBUTION SYSTEM TOGETHER WITH ALL NECESSARY OR CONVENIENT APPURTENANCES AREA AFFECTED: A STRIP OF LAND 10 FEET IN WIDTH HAVING 5 FEET OF SUCH WIDTH ON EACH SIDE OF THE CENTERLINE OF GRANTEE'S FACILITIES AS CONSTRUCTED OR TO BE CONSTRUCTED, EXTENDED OR RELOCATED LYING WITHIN THE WEST 65 FEET AND WITHIN THE SOUTH 55 FEET OF THE EAST 55 FEET OF THE WEST 120 FEET OF SAID PREMISES RECORDED: SEPTEMBER 14, 1987 RECORDING NUMBER: 8709140815 CONTAINS COVENANT PROHIBITING STRUCTURES OVER SAID EASEMENT OR OTHER ACTIVITIES WHICH MIGHT ENDANGER THE UNDERGROUND SYSTEM. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: FEDERAL WAY WATER AND SEWER DISTRICT, A MUNICIPAL CORPORATION PURPOSE: WATER FACILITIES AND ALL APPURTENANCES AREA AFFECTED: PORTIONS OF SAID PREMISES RECORDED: MARCH 28, 1988 RECORDING NUMBER: 8803280350 EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: PURPOSE: AREA AFFECTED: RECORDED: RECORDING NUMBER: FEDERAL WAY WATER AND SEWER DISTRICT, A MUNICIPAL CORPORATION SEWER FACILITIES AND ALL APPURTENANCES PORTION OF SAID PREMISES LYING WITHIN A STRIP OF LAND 10 FEET IN WIDTH MARCH 13, 1989 8903130453 err/RDAi0WR CHICF GO TI1LE iNSS IRANCI COMPANY EXHIBIT A EscrowNo.: 4360255 (continued) EASEMENT AGREEMENT AND THE TERMS AND CONDITIONS THEREOF: BETWEEN: TRU PROPERTIES, INC., SUCCESSOR -IN -INTEREST TO TOYS "R"• US, INC., A DELAWARE CORPORATION AND: WAL-MART STORES, INC., A DELAWARE CORPORATION RECORDED: DECEMBER 24, 1998 RECORDING NUMBER: 9812240445 REGARDING: ESTABLISHMENT OF EASEMENT FOR INSTALLATION, MAINTENANCE AND REPAIR OF A TRAFFIC SIGNAL ON A NORTHWESTERLY PORTION OF SAID PREMISES. COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS CONTAINED IN INSTRUMENT: RECORDED: RECORDING NUMBER: FEBRUARY 18, 1957 4772705 COVENANTS, CONDITIONS, RESTRICTIONS, EASEMENTS, NOTES, DEDICATIONS AND SETBACKS, IF ANY, SET FORTH IN OR DELINEATED ON THE SURVEY RECORDED UNDER RECORDING NUMBER 8612129019. COVENANTS, CONDITIONS AND RESTRICTIONS CONTAINED IN INSTRUMENT, BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW: RECORDED: OCTOBER 24, 2006 RECORDING NUMBER: 20061024000518 COVENANTS, CONDITIONS AND RESTRICTIONS CONTAINED IN INSTRUMENT, BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW: RECORDED: SEPTEMBER 27, 2007 RECORDING NUMBER: 20070927002037 TERMS AND CONDITIONS OF NOTICE OF CHARGES BY WATER, SEWER, AND/OR STORM AND SURFACE WATER UTILITIES, RECORDED UNDER RECORDING NUMBER 8106010916. MATTERS DISCLOSED BY A SURVEY OF SAID PREMISES BY BASELINE ENGINEERING, INC. , DATED DECEMBER 7, 2010 UNDER JOB NO. 10-099 AS FOLLOWS: A.) POSSIBLE ENCROACHMENT OF SIDEWALK ONTO A SOUTHERLY PORTION OF SAID PREMISES; exhibitc rIm 121196 Clr•n,'nr'l ll eveue REAL ESTATE EXCISE TAX AFFIDAVIT This form is your receipt PLEASE TYPE OR PRIM CHAPTER 82.45 RCW — CHAPTER 458-61A WAC when stamped by cashier. THIS AFFIDAVIT WILL NOT BE ACCEPTED UNLESS ALL AREAS ON ALL PAGES ARE FULLY COMPLETED (See back of last page for instructions) nd a e in J Name PalAe Cemaanv. Irtc. Y m O Name City of Federal Way Mailing Address 9102 32nd Avenue South City/State/Zip Lakewood. WA 98499 Mailing Addmsa 33325 81h Avenue Seulh CitylStevlZip Federal Way, WA 980t13 Phone No. (including arm cock) Phone No. (including area code) _ Send all property tax correspondence to: QSame as Buyer/Grantx Name Mailing Address City, tate/Zip Phone No. (including arcs code) List all real and personal property rune parcel account numbers— check box if personal property 21 d- 1 List assessed valuc(s) Street address of property: 31510 201h Avenrle Smdh This property is located in Federal Way ❑ Check box if any of the Wed parcels are being segregated from another parcel, arc part ora boundary line adjustment ur parcels being merged. Legal description of property (if more space is needed, you may attach a separate sheet to each page of the affidavit) Lot 3 of Survey recorded in Volume 52 of Surveys, Page 220, under recording number 8612129019, in King County, Washington. Select Land Use Code(s): 59 • Tenant e=nMd,m ezcrar PMW'as enter any additional codes- (See back of lest page for instructions) YES NO Is this property exempt from property tax per chapter ❑ 0 84.36 RCW (nonprofit organization)? a YES NO Is this properly designated as forest land perchapter 8433 RCW? ❑ ❑ Is this property classified as current use (open space, farm and ❑ 0 agricultural, or timber) land per chapter 84347 Is this property receiving special valuation as historical property ❑ ❑� per chapter 9426 RCW? If any answers ate yes, complete as instructed below. (1) NOTICE OFCONTINUANCE (FORM LAND ORCURREY[USE) NEW O WNER(S): To continue the current designation as forest land or classification as current use (open space, foam and agriculture, or timber) land, you must sign on (3) below. The county assessor mast then determine if the land transferred continues to qualify and will indicate by signing below. If the land no longer qualifies or you do not wish to continue the designation or classification, it will be removed and the compensating or additional taxes will be dire and payable by the seller or transferor at the time of sale. (RCW 84.33.140 or RCW 94.34.108). Prior to signing (3) below, you may contact your local county assessor for mom information. This land ❑ does ❑ does not qualify for continuance. DEPUTY ASSESSOR DATE (2) NOTICE OF COMPLIANCE (HISTORIC PROPERTY) NEW OWNER(S): To continue special valuation as historic prepertY. sign (3) below. If the new awner(s) does not wish to continue, all additional tax calculated pursuant to chapter 84.26 RCW, shall Ire due and payable by the yeller or Transferor at the lime of sale. (3) OWNER(S) SIGNATURE PRINT NAME List all personal property (tangible and intangible) included in selling price. It'claiming an exemption, list WAC number and reason for exemption: WACNo.(Section/Subsection) 458-61A-206131(al Reason for exemption Threat to exercise eminent domain by a governmental entity Type of Document Statutory Warranty Deed Date of Document 12120/10 Gross Selling Price S 5,375.000,00 *Personal Properly (deduct) S Exemption Claimed (deduct) S 5,375,000.00 Taxable Selling Price S 0.00 Excise Tax : State S 0.00 0.0050 Local S 0.00 *Delinquent Interest: State S Local S *Delinquent Penalty S Subtotal S 0.00_ *State. Technology Fee S 5.00 *Affidavit Processing Fee 5 Total Due S 10.00 A MINIMUM OF S10.00 IS DUE IN FEE(S) AND/OR TAX "SEE INSTRUCTIONS 1 CERTIFY U ER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND CORRECT. Si tune or ignetu f actor or canter's Agent ranter o Graotee'sASUI rint) Byung C. Park}, President N tint) Skip Priest, Mawr Date & city of signing: Pal - 1 V f-e Date & city of signing: , I.-) -5,1' 1-5 FTd LL� Perjury! Perjury is a class C felony which is punishable by imprisonment in the state correctional institution for a maximum term of not more than five years, or by a fine in an amount fixed by the court of not more than five thousand dollars (S5,000M or by both imprisonintm artd fine(RCW 9A10.020 00. REV 94 0001ac (10/)/10) THIS SPACE - TREASURER'S USE ONLY COUNTY TREASURER WHEN RECORDED RETURN TO CITY OF FEDERAL WAY y P. O. BOX 9718 FEDERAL WAY, WASHINGTON 98063 0 S i e CHICAGO TITLE INSURANCE COMPANY 4360255 STATUTORY WARRANTY DEED THE GRANTOR(S) PAL -DO COMPANY, INC., A WASHINGTON CORPORATION for and in consideration of TEN DOLLARS AND OTHER GOOD AND VALUABLE CONSIDERATION in hand paid, conveys and warrants to CITY OF FEDERAL WAY, A WASHINGTON MUNICIPAL CORPORATION the following described real estate situated in the County of KING State of Washington: LOT 3 OF SURVEY RECORDED IN VOLUME 52 OF SURVEYS, PAGE 220, UNDER RECORDING NUMBER 8612129019, IN KING COUNTY, WASHINGTON. SUBJECT TO: EXCEPTIONS SET FORTH ON ATTACHED EXHIBIT'A' AND BY THIS REFERENCE MADE A PART HEREOF AS IF FULLY INCORPORATED HEREIN. Tax Account Number(s): 092104-9166-03 Dated: DECEMBER 20, 2010 PAL.00 COMPANY, INC. 4 ,Ox� -/7477-� PRESIDENT Y NG 5. K, CE PRESIDENT LPB10/KLC/052D06 STATE OFF W SpINGTON ss COUNTY k(0 �"_ 1 /5 I CERTIFY) iTHA`TI lI KNOW OR HAVE SATISFACTORY EVIDENCE THAT BOUNG C. PARK AND YOUNG S. PARK ARE THE PERSONS WHO APPEARED BEFORE ME, AND SAID PERSON ACKNOWLEDGED THAT THEY SIGNED THIS INSTRUMENT, ON OATH STATED THAT THEY WERE AUTHORIZED TO EXECUTE THE INSTRUMENT AND ACKNOWLEDGED IT AS PRESIDENT AND VICE PRESIDENT OF PAL -DO COMPANY, INC. TO BE THE FREE AND VOLUNTARY ACT OF SUCH PARTY FOR THE USES AND PURPOSES MENTIONED IN THE INSTRUMENT. DATED: Q -Al - � L� NO6AR y GNATQUREE PR NAME: NO'PUBLIC ,AND R TIE SAT OF WASHINGTON RENG AT MY APPOINTMENT kWRES ,fAN:NGAl NOTARB =CSTATE OfNGYl)NCOMMISHRESJUKEi4 CHICAGO TITLE INSURANCE COMPANY EXHIBIT A Eicrow No.: 4 3 6 0 2 5 5 TERMS AND CONDITIONS OF STORM DRAIN EASEMENT, ESTABLISHED OVER ADJOINING LANDS FOR THE BENEFIT OF SAID PREMISES AND OTHER PROPERTY BY INSTRUMENT: RECORDED: RECORDING NUMBER: JULY 15, 1987 8707150886 UNDERGROUND UTILITY EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: PUGET SOUND POPPER & LIGHT COMPANY, A WASHINGTON CORPORATION PURPOSE: ELECTRIC TRANSMISSION AND/OR DISTRIBUTION SYSTEM TOGETHER WITH ALL NECESSARY OR CONVENIENT APPURTENANCES AREA AFFECTED: A STRIP OF LAND 10 FEET IN WIDTH HAVING 5 FEET OF SUCH WIDTH ON EACH SIDE OF THE CENTERLINK OF GRANTEE'S FACILITIES AS CONSTRUCTED OR TO BE CONSTRUCTED, EXTENDED OR RELOCATED LYING WITHIN THE WEST 65 FEET AND WITHIN THE SOUTH 55 FEET OF THE EAST 55 FEET OF THE WEST 120 FEET OF SAID PREMISES RECORDED: SEPTEMBER 14, 1987 RECORDING NUMBER: 8709140815 CONTAINS COVENANT PROHIBITING STRUCTURES OVER SAID EASEMENT OR OTHER ACTIVITIES WHICH MIGHT ENDANGER THE UNDERGROUND SYSTEM. EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: FEDERAL WAY WATER AND SEWER DISTRICT, A MUNICIPAL CORPORATION PURPOSE: WATER FACILITIES AND ALL APPURTENANCES AREA AFFECTED: PORTIONS OF SAID PREMISES RECORDED: MARCH 28, 1988 RECORDING NUMBER: 8803280350 EASEMENT AND THE TERMS AND CONDITIONS THEREOF: GRANTEE: PURPOSE: AREA AFFECTED: RECORDED: RECORDING NUMBER: FEDERAL WAY WATER AND SEWER DISTRICT, A MUNICIPAL CORPORATION SEWER FACILITIES AND ALL APPURTENANCES PORTION OF SAID PREMISES LYING WITHIN A STRIP OF LAND 10 FEET IN WIDTH MARCH 13, 1989 8903130453 EXMBR/s0w/0999 CHICAGO TITLE INSURANCE COMPANY EXHIBIT A Escrow No.: 4360255 (continued) EASEMENT AGREEMENT AND THE TERMS AND CONDITIONS THEREOF: BETWEEN: AND: RECORDED: RECORDING NUMBER: REGARDING: TRU PROPERTIES, INC., SUCCESSOR -IN -INTEREST TO TOYS "R" US, INC., A DELAWARE CORPORATION WAL-MART STORES, INC., A DELAWARE CORPORATION DECEMBER 24, 1998 9812240445 ESTABLISHMENT OF EASEMENT FOR INSTALLATION, MAINTENANCE AND REPAIR OF A TRAFFIC SIGNAL ON A NORTHWESTERLY PORTION OF SAID PREMISES. COVENANTS, CONDITIONS, RESTRICTIONS AND EASEMENTS CONTAINED IN INSTRUMENT: RECORDED: RECORDING NUMBER: FEBRUARY 18, 1957 4772705 COVENANTS, CONDITIONS, RESTRICTIONS, EASEMENTS, NOTES, DEDICATIONS AND SETBACKS, IF ANY, SET FORTH IN OR DELINEATED ON THE SURVEY RECORDED UNDER RECORDING NUMBER 8612129019. COVENANTS, CONDITIONS AND RESTRICTIONS CONTAINED IN INSTRUMENT, BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO THE EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW: RECORDED: OCTOBER 24, 2006 RECORDING NUMBER: 20061024000518 COVENANTS, CONDITIONS AND RESTRICTIONS CONTAINED IN INSTRUMENT, BUT OMITTING ANY COVENANTS OR RESTRICTIONS, IF ANY, BASED UPON RACE, COLOR, RELIGION, SEX, SEXUAL ORIENTATION, FAMILIAL STATUS, MARITAL STATUS, DISABILITY, HANDICAP, NATIONAL ORIGIN, ANCESTRY, OR SOURCE OF INCOME, AS SET FORTH IN APPLICABLE STATE OR FEDERAL LAWS, EXCEPT TO T14B EXTENT THAT SAID COVENANT OR RESTRICTION IS PERMITTED BY APPLICABLE LAW: RECORDED: SEPTEMBER 27, 2007 RECORDING NUMBER: 20070927002037 TERMS AND CONDITIONS OF NOTICE OF CHARGES BY *ATER, SEWER, AND/OR STORM AND SURFACE WATER UTILITIES, RECORDED UNDER RECORDING NUMBER 8106010916. MATTERS 'DISCLOSED BY A SURVEY OF SAID PREMISES BY BASELINE ENGINEERING, INC. , DATED. DECEMBER 7, 2010 UNDER JOB NO. 10-099 AS FOLLOWS: A.) POSSIBLE ENCROACHMENT OF SIDEWALK ONTO A SOUTHERLY PORTION OF SAID PREMISES; exhihitc/rlm/121196 After Recording. Return #o: Shannun Sperry, Esq. Lasher Holzapfel Sperry & Ebberson PLLC 601 Union Street, #2600 Seattle, WA 98101-4000 DECLARATION OF RECIPROCAL ACCESS EASEMENT AND AA°.I'`FI`El` ,A -ICE AGREEMENT Reference Nos.: N/A Grantors: HILLSIDE PLAZA ASSOCIATES LLC a Washington limited liability company CITY OF FEDERAL WAY a municipal organization PAL -DO COMPANY, INC. a Washington corporation Grantees: HMLSIDE PLAZA ASSOCIATES LLC a Washington limited liability company CITY OF FEDERAL WAY a municipal organization PAL DO CONPAiv z , INC. a Washington corporation SEA DOCS:978419.1 Page 1 of 13 Abbr. Legal for Lot 2: Abbr. Legal for Lot 3: Abbr. Legal for Lot 4: APN for Lot 2 APN for Lot 3: APN for Lot 4: PTN OF THE NEIA OF THE SW'/. OF SEC. 9-21-4 (see Exhibit "A" for full legal description) PTN OF THE NE'/a OF THE SW'/, OF SEC. 9-214 (see Exhibit 'B" for full legal description) PTN OF THE NE 1/4 OF THE SW'/, OF SEC. 9-21-4 (see Exhibit "C" for full legal description) 092104-9053-09 092104-9166-03 092104-9017-04 SEA DOCS:979419.1 Page 2 of 13 DECLARATION OF RECIPROCAL ACCESS EASEMENT AND N%A NV i ENi ANCE AGREENEN T This DECLARATION OF RECIPROCAL ACCESS EASEMENT AND NL4JYM rANCE AGREEIIrfENT.�the "Declarations"j is made effective -the 17th day of Dcl:einber, 20iv (tile "Effective Date") by and between HILLSIDE PLAZA ASSOCIATES LLC, a Washington limited liability company ("HPA"), PAL -DO COMPANY, INC., a Washington corporation ("PDC"), and CITY OF FEDEIR—ALT WAY, a municipal organization ("CC FIVI) (HPA, PDC, and COFW may each be referred to as a "party" and collectively as the "parties"). RECITALS A. HPA is the owner of the lot in Federal Way, WA legally described in Exhibit "A" attached hereto and made a part hereof (hereinafter, "Lot 2"). B. COFW is the owner of the lot in Federal Way, WA legally described in Exhibit "B" attached hereto and made a part hereof (hereinafter, "Lot 3"). l.. I Dl. i5 the owner Ol the lot In ! eaerral lry ay, W t% 1CY'ally ucJf r3UGLL "ul 1rx1uU11 attached hereto and made a part hereof (hereinafter, "Lot 4") (Lot 2, Lot 3, and Lot 4 referred to individually as a "Lot" and collectively as the "Lots"). D. Lot 2 and Lot 4 are currently subject to an Operation and Easement Agreement between Dayton Hudson Corporation and BCE Development, Inc. made and entered into as of December 19,1986 and recorded under King County Auditor's File No. 8612191598 as subsequently modified by Amendment No. 1 recorded under King Auditor's File No. 8704071270 (the "OEA"). E. Lot 3 was previously removed from the OEA, and in connection therewith, the parties wish to provide for non-exclusive easements for as -built utilities as well as the maintenance thereof. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: AGREEMENT 1. Grant of Easement for Utilities. a. COFW hereby grants and conveys to HPA and PDC, and their successors and or assigns for the benefit of Lot 2 and Lot 4, non-exclusive perpetual easements in, to, over, under, along, and across those portions of Lot 3 necessary for the maintenance, operation, flow, passage, use, connection, repair, replacement, and removal of utilities and related facilities used by, tied to, SEA DOCS:978419.1 Page 3 of 13 enjoyed by, or for the benefit of Lot 2 or Lot 4, but only to the extent of as -built utilities currently in existence as of the date of this Declaration as well as those disclosed by survey made as of the date of this Declaration (and to the extent any such utilities are relocated pursuant to paragraph (d) below), such utilities to include without limitation sanitary sewers, storm drains, water (fire and domestic), gas, electrical, telephone, data, and communication lines and services. Except with respect to existing ground mounted or above -grade utilities, all other utilities shall remain underground unless required to be above ground by the utility providing such services. The easement area for each utility shall be a corridor no larger than whatever is necessary to reasonably satisfy the utility company as to a public utility or five feet (T) on each side of the centerline as to a private utility. b. Notwithstanding the foregoing, COFW shall have the right to use Lot 3 for any public or private use not inconsistent with the purposes of this Declaration provided COFW shall not: i. Interfere with or diminish the utility services to Lot 2 or Lot 4; or ii. Reduce or unreasonably impair the usefulness or function of such utility. C. COFW will also be responsible for the maintenance of landscaping and the surface of easement areas to adequately provide for the access, ingress, and egress required by this Declaration. The easement rights granted hereunder are non-exclusive and shall be used in common with the COFW and the occupants of Lot 3 and invitees thereof. d. COFW shall have the right at any time to relocate a utility line situated upon Lot 3 with sixty (60) days' prior written notice to the owners of Lots 2 and 4, provided that such relocation: (i) shall not interfere with or diminish the utility services to Lot 2 or Lot 4; (ii) shall not reduce or unreasonably impair the usefulness or function of such utility; (iii) shall be performed without cost or expense to the owners of Lot 2 or Lot 4; (iv) shall be completed using materials and design standards which equal or exceed those originally used; and (v) shall have been approved by the utility company and the appropriate governmental or quasi -governmental agencies having jurisdiction thereover. SEA DOCS:973419.1 Page 4 of D Documentation of the relocated easement area shall be at COFW s expense and shall be accomplished as soon as possible. The owners of Lot 2 or Lot 4 shall have a right to require an as -built survey of such relocated utility be delivered to it at COFW's expense. - - - s+1.'..g-;.. +U:.. T 1 �: U Tl � r T- +-4-a as ++o maintain V. 1,VY11u ill ua A.MclaraLion .SIM ci�=r upon, LOL T 4LL e4Jeli1%41L LV lYfiLLllfYll those portions of Lot 4's T-shaped and L-shaped planters/parking markers (collectively, "Planters") encroaching upon the east line of Lot 3. COFW reserves the right at COFW's expense and with a uu--i of twenty (20) days prior notice to the owner of Lot 4, to reposition the Planters in an easterly direction, but only so far to eliminate any encroachment upon Lot 3. 2. Grant of Easement for Vehicular and Pedestrian Access. HPA, COFW, and PDC hereby grant and convey to HPA, COFW, and PDC, and their successors and or' assigns for the benefit of the Lots, non-exclusive perpetual easements in, to, over, under, along, and across those portions of the Lots necessary for the maintenance, operation, use, repair, and replacement of the as - built two-lane east -west roadway connecting 20t' Avenue S. to 23'd Avenue S. and running along the southerly portion of Lot 2 and the northerly portions of Lot 3 and Lot 4 (the "Roadway") as well as the passage of vehicles and pedestrians over and across the Roadway. In the event the City of Federal Way requires dedication of the Roadway to the City of Federal Way for publicstreet pu.•�•.oSeS, +lea parties L_.gree to consent+o +t, dedication and J ill nnnv-ey the Road'slay,'.:, tho11 2� JVJ the L LLle YeYL VVta• V� 3. Costs of Construction and Maintenance. Each party shall bear all responsibility for the work and promptly pay all costs and expenses for the maintenance, repair, replacement, and other expenses associated with the parry's utilities; provided, however, the costs and expenses for work performed on utilities within Lot 3 shall be shared equally by the owners of the Lots so benefitted by the utility so being maintained, repaired, or replaced. By way of example, the costs and expenses for repairing a broken storm drainage line on -Lot 3 would by shared equally by the owners of Lot 3 and Lot 2 where both lots tied into the same storm drainage line. Notwithstanding the foregoing or anything in this Declaration to the contrary, the parties agree to maintain, repair, and resurface the Roadway to keep the same in a smooth and evenly covered condition and to periodically sweep, clean, recoat, and restripe the same as well as remove snow therefrom. Such activities shall, to the extent possible, be scheduled to occur prior to or after normal business hours so as to minimize the interference with the retail businesses and other permitted uses of the Lots. Except for damage to the Roadway caused by a party, whereupon the party causing the damage shall punctually repair or restore the damage at its sole cost and expense with all due diligence, the costs, expenses, and procedure for maintaining, repairing, and replacing the Roadway shall be shared by the Lots proportionately by applying a factor for each Lot the numerator of which is the Lots street frontage along the Roadway with the denominator being the total street frontage of all Lots along the Roadway. Each party agrees to give the other parties notice of reasonable maintenance that needs to be performed as the result of normal wear and tear on the Roadway and in the event the other parties do not agree to pay for such maintenance within thirty (30) days from the date of said notice, the party giving notice shall be entitled to perform such SEA DOCS:978419.1 Page 5 of 13 maintenance and the other parties shall be liable to ptmctually pay for the costs of such maintenance In the event a party fails to comply with any provision of this Declaration, the other parties may, upon forty-five (45) days' prior written notice to the non -performing party, proceed to cure the default (and shall have a license to do so) by the payment of money or performance of some other action for the account of the non -performing party. The foregoing right to cure shall not be exercised if within the forty-five (45) day notice period (i) the non -performing party cures the default, or (ii) if the default is curable, but cannot reasonably be cured within that time period, the non -performing party begins to cure such default within such time period and diligently pursues such action to completion. The forty-five (45) day notice period shall not be required if, using reasonable judgment, a party reasonably deems that an emergency exists winch requires immediate attention. In the event of such an emergency, the party proceeding henceforth shall give whatever notice to the non -performing party as is reasonable under the circumstances. Within ten (10) days of written demand (including providing copies of invoices reflecting costs) each non -performing party shall reimburse the other parties for any sum reasonably expended on the non -performing parry's behalfto cure the default, together with interest thereon at the rate of three percent (3%) per annum in excess of the prime rate from time to time publicly announced by Bank of America, or its successor. 4. Work Standards. All work to be performed within the easement areas or the Roadway shall be in a careful and workmanlike manner, free of claims, and liens. Furthermore, the minimum standards for work and maintenance within the easement areas and Roadway shall be comparable to t) a prevailing standards for work and maintenance followed in other private commercial retail developments of comparable size and class in King County, Washington, and in compliance with all applicable laws, rules, regulations, development standards, orders, ordinances, and the provisions of this Declaration. All repairs and replacements shall be performed with materials at least equal to the quality of the materials being repaired or -replaced so as to maintain the architechzral and aesthetic harmony and integrity of the Lots as a whole. Upon completion of any maintenance work on the utilities performed by the owners of Lot Z, Lot 3, or Lot 4, as the case may be, said owners or their agents, shall remove (or cause to be removed) all debris and restore the surface of the affected area as nearly as possible to the condition in which it was at the commencement of such work. 5. Duration. Each and all of the covenants, conditions, limitations, easements, right, and restrictions contained herein shall be construed to touch and concern the land and will run .with and bind each Lot, shall be for the benefit of each of the Lots, shall be bidding upon each owner of the Lots and the respective successors, assigns, heirs, and personal representatives of such Lot (but only during the time period said persons or entities hold fee title to such parcels), and all benefits deriving therefrom shall inure to the benefit of and be enforceable by the owners of the Lots benefitted hereby and the respective successors, assigns, heirs, and personal representatives of such owners. Each such covenant, condition, restriction, and easement imposed upon the Lots, or any portion thereof, shall constitute an equitable servitude in favor of the other Lots benefitted thereby. 6. Coin liance with Law. Each owner of aLot shall at all times exercise its rights herein in accordance with all applicable statutes, orders, rules and regulations of any public authority having SEA DOCS:973419 I Page 6 of 13 jurisdiction or claiming jurisdiction over the subject easement. 7. Release and Indemnity. Each party does hereby release, indemnify, and promise to defend and save harmless the other parties from and against any and all liability, loss, damage, expense, actions, and claim, including costs and reasonable attorneys' fees, incurred by any one of _--•_ a..r �.,e d f-,. settee -arising sa__ ...-- A.-,c +.I t Of -or -out. Of actas or taam. itt uctcttac ut U L' a�a�et tcu Gr at wlu� uttcCtlr or iixu;iwuy on account w..w omissions of the indemnifying party, as the case may be, in the exercise of the rights or the performances of the duties thereof contained herein, including, but not limited to those resulting from any personal injury, property damage, or death arising out of orin connection with exercise of the easement rights granted hereunder. 8. Effect of Breach. No breach, whether or not material, of the provisions of this Declaration shall entitle any one of the other parties to cancel, rescind, or otherwise terminate this Declaration, and such limitations shall not affect, in any manner, any other rights or remedies which a party may have hereunder, at law or in equity by reason of any breach of the provisions hereof, including, without limitation, the right to collect damages or to compel specific performance. The remedies provided for in this Declaration shall, to the maximum extent permitted by law, be cumulative and in addition to -any rights or remedies of the parties at law or in equity. Any amounts owed by a party pursuant to this Declaration, together with all accrued interest thereon, shall consti ute a licit up —or, said pat�as i3Ot tv secure repayment of such amounts.Each party si',411 have the right, but not the obligation, to record its lien and the party in default shall execute such instruments as any one of the other parties may reasonably request to permit the recordation of such lien. The parties shall have the right to foreclose any such lien in the manner provided by law. General Provisions. a. Any provisions of this Declaration which shall prove to be invalid, void, or illegal, shall in no way affect, impair, or invalidate any other provisions hereof and such other provisions shall remain in full force and effect. b. Time is of the essence. C. This Declaration shall be construed in accordance with and governed by the laws of the State of Washington. d. This Declaration may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts together shall constitute one agreement. e. in the event any action is instituted with respect to the subject matter of this Declaration, the party prevailing in such action, whether by final judgment or out -of -court settlement, shall be entitled to recover from the other party thereto actual attorneys' fees and costs of such suit. f. Failure by any party to enforce any covenant, condition, easement, or SEA DOCS:976419.1 Page 7 of 13 restriction contained herein or in any certain instance or on any particular occasion shall not be deemed to be a waiver of such right on any such future breach of the same or any other covenant, condition, easement, or restriction. g. The provisions of this Declaration shall be liberally construed to affect its purpose; the section headings have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. I a. N❑ Dedication. The provisions of this Declaration shall not be deemed to constitute a dedication for public use nor create any rights in favor of the general public. 11. Amendments. This Declaration may not be modified in any respect whatsoever, or terminated, in whole or in part, except by written instrument executed by the parties. IN WITNESS WHEREOF, the undersigned have caused this Declaration to be duly signed and effective as of the day and year first above written. HPA: HILLSIDE PLAZA ASSOCIATES LLC a Washington limited liability company By: Stanley Rosen Its: Manager PDC: PAL -DO COMP a Washington Byung Chan Park President COFW: CITY OF FEDERA AY a municipal o tion y: Skip Priest Its: Mayor [NOTARY BLOCKS ON FOLLOWING PAGE] SEA DOCS:973419.1 Page 8 of 13 restriction contained herein or in any certain instance or on any particular occasion shall not be deemed to be a waiver of such right on any such future breach of the same or any other covenant, condition, easement, or restriction. g. The provisions of this Declaration shall be liberally construed to affect its purpose; the section headings have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. 10. No Dedication. The provisions of this Declaration shall not be deemed to constitute a dedication for public use nor create any rights in favor of the general public. 11. Amendments. This Declaration may not be modified in any respect whatsoever, or terminated, in whole or in part, except by written instrument executed by the parties. IN WITNESS WHEREOF; the undersigned have caused this Declaration to be duly signed and effective as of the day and year first above written. n t%: MT.i.CTDR PT.AZA ASSOCIATES, LLC a Washington limited pity company By: Its: PDC: Rosen PAL -DO COMPANY, INC. a Washington corporation By: Byun Chan Park Its: President COF W: CITY 0F FEDERAT. WAY a municipal organization By: Skip Pr' st Its: Mayor [NOTARY BLOCKS ON FOLLOWING PAGE] SEA_DOCS:978419 I Page 8 of 13 STATE OF WASHINGTON ) )ss. COUNTY OF KING I certify that I know or have satisfactory evidence that STANLEY ROSEN is the person who appeared before me, and that said person acknowledged signing this instrument as the Manager of Hillside Plaza Associates LLC and acknowledged that he signed the same as his free and voluntary act and on oath stating -that his powers authorizing the execution of this instrument have not been revoked. DATED: tD9&,*U2-e . / % , 2010 [ERIN L• LATTAARY PUBLICof WAS4lINGTONISsim EXPIRESOARY 29. 2012 STATE OF WASHINGTON ) )ss. COUNTY OF KING ) (printed name): r• Yt NOTARY PUBLIC in and for thc; State of Washington,. residing at�- My Commission expires: I certify that I know or have satisfactory evidence that S"'M S . the person who appeared before me, and that said person acknowledged signing this instrument as Mayor for the City.of Federal Way, and acknowledged that he signed the same as his free and v ntary act and on oath stating that his powers authorizing the execution of this instrument have not b n revoked. DATED: 2010 (printed name): NOTARY PUBLIC in and for the State of Washington, residing at My Commission expires: SEA DOCS:978419.1 Page 9 of 13 STATE OF WASHINGTON ) )ss. COS Dl`:TY OF KING ) I certify that I know or have satisfactoryevidence that STANLEY is OSEN a person who appeared before me, and that said person acknowledged signing this instrument as the ager of Hillside Plaza Associates LLC and acknowledged that. he signed the same as his free and vo tary act and on oath stating that his powers authorizing the execution of this instrument have not b revoked. DATED: 2010 (printed name): NOTARY PUBLIC in and for the State of Washington, residing at My Commission expires: STATE OF WASHINGTON ) )ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that SKIP PRIEST is the person who appeared before me, and that said person acknowledged signing this instrument as the Mayor for the City of Federal Way, and acknowledged that he signed the same as his free and voluntary act and on oath stating that his powers authorizing the execution of this instrument have not been revoked. DATED: `I . 2010 (printed name): NOTARY PUBLIC in and fo he Stateis of Washington, residing at Qa*%-�1 . My Commission expires: SEA DOCS:978419.1 Page 9 of 13 STATE OF WASHINGTON ) )ss. COUNTY OF KING ) I certify that I know or have satisfactory evidence that roc CHAN PARK is the person who appeared before me, and that said person acknowledged signing this instrument as the President of PAL -DO COMPANY, INC., and acknowledged that he signed the same as his free and voluntary act and on oath stating that his powers authorizing the execution of this instrument have not been revoked. DATED: __De C 1 f1 , 2010 I41rr (printed na i f-1011 Jot.��'+1. NOTARY P UBL C in and for the State `o? ��4� '''•y of Washington, residing.atw�'' My Commission expires: If tp Pale 10 of 13 EXHIBIT "A" (Legal Description for Lot 2) LOT 2 OF SURVEY RECORDED IN. VOLUME 52 OF SURVEYS, PAGE 220, UNDER RECORDING NUMBER 8612129019, IN KING COUNTY, WASHINGTON. [END OF EXHIBIT W] 5EA D005:978419.1 Page 11 of 13 E)�HBIT 'B" (Legal Description for Lot 3) LOT 3 OF SURVEY RECORDED IN VOLUME 52 OF SURVEYS, PAGE 220, UNDER RECORDING NUMBER 9612129019, IN KING COUNTY, WASHNGTON. (END OF EXEUBIT "B"j SEA DOCS:978419.1 Page 12 of 13 EDEBIT °°CH (Legal Description for Lot 4) LOT 4 OF SURVEY RECORDED IN VOLUME 52 OF SURVEYS, PAGE 220, UNDER RECORMIG NTM "DER o512129019, Ili' KING COUN i , `vVriuHa-410TON. [END OF EXHIBIT" 'I SEA DOCS:979419.1 Page 13 of 13 CITY OF � Federal CITY HALL 33325 8th Avenue South YFederal Way, WA98- (253) 835-7000 4z(zs www. cit yoffederaiway. com (253) 835-2401 December 17, 2010 Pal -Do Company, Inc. Byung Chan Park, President 9805 32"d Ave. S. Lakewood, WA 98499 Re: City of Federal Way Purchase and Sale Agreement 31510 20" Ave. S_ Satisfaction and Waiver of Contingencies Dear Mr. Park: Pursuant to Exhibit B of the Purchase .and Sale Agreement dated November 8, 2010, for the property commonly known as Toys R Us located at 31510 20'h Avenue S., Federal Way, Washington, the City of Federal Way ("Buyer") hereby notifies you that the contingencies have been satisfied and are waived. Sincere y, Skip Priest Mayor cc: Renee Sorensen K.\cmledlpacclwaive contingency ltr SECOND ADDENDUM TO PURCHASE and SALE AGREEMENT Dated December 3, 2010 The following is the second addendum ("Addendum") to the purchase and sale agreement dated November 6, 2010 (the "Agreement"), between Pal -Do Company, Inc ("Seller") and City of Federal Way ("Buyeel regarding the sale of the property known as 31510 2e Ave. S., Federal Way, WA 48003 (the "Propttty"). IT IS AGREED BETWEEN THE SELLER AND THE BUYER TO AMEND THE FOLLOWING SECTIONS OF THE AGREEMENT AS FOLLOWS: Section S. FEASIBILITY CONTINGENCY. Buyer's obligations under this Agreement and Addendum are conditions upon Buyer's satisfaction in Buyers' sole discretion, concerning all aspects of the Property, including its physical condition; the potential financial performance of the Property; the availability of govcrument permits and approvals; and the feasibility of the Property for Buyer's intended purpose. The Agreement shall terminate and Buyer shaii receive a refund ofine earnest money unless Buyer gives written notice to Seller by L)ecernber 17, 2010, except for the recording of the extinguished OEA (contingency 1) stating that this condition is satisfied or waived. If'such notice is timely given, the feasibility contingency as stated in this Agreement and Addendum shall be deemed to be satisfied. Exhibit B — (1) Removal orthe OEA. In the event the Seller cannot convey the Property free and clear of the OEA described in Exhibit A to the Agreement as it pertains to the subject property, the sale shall become null and void. All expenses associated with extinguishing the OEA are the responsibility of the Seller. The document extinguishing the AEA must be executed .mid filed with the escrow agent on or before December 17, 2010:- The escrow agent shall record the document extinguishing the OEA at the time of the closing with all other recordable closing documents. Addendum dated November 6, 2010 Exhibit B - (4). On or before December 21, 2010, the Federal Way City Council, in an open public meeting, must approve the Agreement provided that contingency Ihas been filed with the escrow agent, contingencies 2-5 are met by December 17, 2010_ All other teams and provisions of the Agreement together with any prior amendments thereto, not modified by this Addendum, shall remain in full force and effect IN WITNESS WHEREOF, the parties have signed this Addendum intending it to be bound. BUYER: r Dated: 162 Skip Pri Mayor SELLER: "r`ZI, _,� Dated: D 'l_ nnnm v Inr. �- ----- ._...o._._ .J ...r,,.....,... Byung Chan Park / President INITIALS: BUYER DATE SELLER DATE r _ r ADDENDUM TO PURCHASE and SALE AGREEMENT Dated November 6, 2010 The following is an addendum ("Addendum") to the purchase and sale agreement dated November 6, 2010 (tire "Agreement") between Pal -Do Company, Inc ("Seller") and City of Federal Way ("Buyer") regarding the sale of the property known as 31510 20'h Ave. S., Federal Way, WA 98003 (the "Property'). 1T IS AGREED BETWEEN THE SELLER AND THE BUYER TO AMEND THE FOLLOWING SECTIONS OF THE AGREEMENT AS FOLLOWS: Section 2. F,ARNEST MONEY. The earnest money in the amount of.$200,000-00 (Two Hundred Thousand Dollars) in the form of cash shall be deposited and held by the Closing Agent. Buyer shall deliver the earnest money no later than 5 days after the mutual acceptance of this Addendum. Section 5. FEASIBILITY CONTINGENCY. Buyer's obligations under this Agreement and Addendum are conditions upon Buyer's satisfaction in Buyers' sole discretion, conceming all aspects of the Property, including its physical condition; the potential financial performance of the Property; the availability of government permits and approvals; and the feasibility of the Property for Buyer's intended purpose. The Agreement shall terminate and Buyer shall receive a refund of the earnest money unless Buyer gives written notice to Seller by December 17, 2010, stating that this condition is satisfied or waived. If such notice is timely given, the feasibility contingency as stated in this Agreement and Addendum shall be deemed to be satisfied. Section 7. CLOSING OF THE SALE. The sale shall be closed on or no later than December 30, 2010. Exhibit B (2). A property line survey of the Property confirming the lot lines and size of the property supporting Extended ALTA Title Insurance must be completed and recorded prior to closing. Buyer shall pay the excess premium over that charged for a standard coverage policy, and the cost of any survey required by the title insurer associated with the issuance of an Extended ALTA coverage. Lin . INITIALS: BUYER DATE ��� SELLER 7, 9_C. —DATE 0 Exhibit B (4). On or before December 21, 2010, the Federal Way City Council, in an open rmhiin meets g, must arn�cr - the a R.�.+ men+ ro.,;,I-A th-- wont+'-g,-;"Ciw 1 - � are ram.." Yr.... .b....,,,..,.... t...... , ......... �., iYiet by December 17, 2010. Exhibit B (6). The Purchase must be closed no later than December 30, 2010 and hence time is of the essence and contingencies 1, 2,3 and 5 must be satisfied andior waived in writing by December 17, 2010. All other terms and provisions of the Agreement, together with any prioramendments thereto, not modified by this Addendum, shall remain in full force and effect_ IN WITNESS WHEREOF, the parties have signed this Addendum intending it to be bound. BUYER: Dated: Brian son, City Managtr / Police Chief Y SELL.4Pal-DoCU O� Dated: y, Inc. a W n Corporation Byung Chan Park I President INITIALS: BUYER 1J,GJ DATE A, A,� SELLER DATE &71 L_1/D CBRE CB RICHARD ELLIS CB Richard Ellis 1145 Broadway Plaza, Suite 1000 Tacoma, WA 98402 Phone: (253) 572-6355 Fax: (253) 596-0059 o- 2005 Commercial Brokers Association VW All Rights Reserved COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT CBA Teed Disclaimer. Teid data€rd by licensee indicated by strike. New terd inserted by licensee indicated by small capital letters. CBA Form PS -IA Purchase & sale 7ro7 Page 1 of 13 Reference Date: November 6, 2010 City of Federal Way ( Buyer") agrees to buy and Pal -Do Company. Inc ("Seller') agrees to sell, on the following terms, the commercial real estate and all improvements thereon (collectively, the "Property") commonly known as Toys R Us property located_ 31510.2fl' Ave Sin the City of Federal Way. King County, Washington, 98003 Zip, legally described on attached Exhibit A- The Reference Date above is intended to be used to reference this Agreement, and is not the date of "Mutual Acceptance.' Mutual Acceptance is defined in Section 23 below. 1. PURCHASE PRICE. The total purchase price is Five Million Three Hundred Seventy Five Thousand Dollars ($5,375,000.00] payable as follows (check only one): ❑ All cash at closing with no financing contingency. ❑ All cash at closing contingent on new financing in accordance with the Financing Addendum (attach CBA Form PS_FIN). ❑ $ 1 °Io of the purchase price in cash at closing with the balance of the purchase price paid as follows (check one or both, as applicable): ❑ Buyers assumption of the outstanding principal balance as of the Closing Date of a first lien note and deed of trust (or mortgage), or real estate contract, in accordance with the Financing Addendum (attach CBA Form PS —FIN); ❑ Buyer's delivery at closing of a promissory note for the balance of the purchase price, secured by a deed of trust encumbering the Property, in accordance with the Financing Addendum (attach CBA Form PS_FIN ). ® Other: All cash at closing subject to buyer obtaining Washington State grant ver contingency addendum. 2. EARNEST MONEY. The earnest money in the amount of $ shall be in the form of ® Cash ❑ Personal check ❑ Promissory note (attached C6A Form EMN) ❑ Other: The earnest money shall be held by ❑ Selling Licensee O Closing Agent. Buyer shall deliver the earnest money no later than: ® 5 days after Mutual Acceptance. ❑ On the last day of the Feasibility Period defined in Section 5 below. ❑ Other Selling Licensee may, however, transfer the eamest money to Closing Agent. If the earnest money is to be held by Selling Licensee and is over $10,000, it shall be deposited to: ❑ Selling Licensee's pooled trust account (with interest paid to the State Treasurer) ❑ A separate interest bearing trust account in Selling Licensee's name. The interest, if any, shall be credited at closing to Buyer. If this sale fails to close, whoever is entitled to the earnest money is entitled to interest. Selling Licensee shall deposit any check to be held by Selling Licensee within 3 days after receipt or Mutual Acceptance, whichever occurs later. Buyer agrees to pay financing and purchase costs incurred by Buyer. Unless otherwise provided in this Agreement, the earnest money shall be applicable to the purchase price. 3. EXHIBITS AND ADDENDA. The following Exhibits and Addenda are made a part of this Agreement: ® Exhibit A - Legal Description P. % 4 ❑ Earnest Money Promissory Note, CBA Form EMN INITIALS: Buyer �L� d ]�� __ Date � 5� `� f� ,Seller �/�' v' C Date lie —� Buyer Date Seller Date C B Fuls E CS RICHARD ELLIS CB Richard Ellis 1145 Broadway Plaza, Suite 1000 Tacoma, WA 9BA-02 Phone: (253) 572-6355 Fax: (253) 596-0059 0 Copyright 1999 - 2005 Commercial Brokers Association All Rights Reserved CBA Form PS_1A Purchase & Sale Agreement Rev. 7/07 Page 2 of 13 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) ❑ Promissory Note, LPB Form No. 28A/CBA Form N1-A ❑ Short Form Deed of Trust, LPB Form No. 20 ❑ Deed of Trust Rider, CBA Form DTR ❑ Utility Charges Addendum, CBA Form UA ® FIRPTA Certification, CBA Form 22E ❑ Assignment and Assumption, CBA Form PS -AS ❑ Addendum/Amendment, CBA Form PSA ❑ Back -Up Addendum, CBA Form BU-A ❑ Vacant Land Addendum, CBA Form VLA ❑ Financing Addendum, C6A Form PS -FIN ❑ Tenant Estoppel Certificate, CBA Form PS_TEC 0 ueieasance Addendum, CE3A Form PS_D ® Other Exhlbit B-Contingency Addendum M 4. SELLER'S UNDERLYING FINANCING. Unless Buyer is assuming Seller's underlying financing, Seller shall be responsible for confirming the existing underlying financing is not subject to any "lock out" or similar covenant which would prevent the lenders lien from being released at closing. In addition, Seller shall provide Buyer notice prior to the end of the Feasibility Period if Seller is required to substitute securities for the Property as collateral for the underlying financing (known as "defeasance"). If Seller provides this notice of defeasance to Buyer, then the parties shall close the transaction in accordance with the process described in CBA Form PS_D or any different process identified in Sellers defeasance notice to Buyer. 5. FEASIBILITY CONTINGENCY. Buyers obligations under this Agreement are conditioned upon Buyers satisfaction in Buyer's sole discretion, concerning all aspects of the Property, including its physical condition; the presence of or absence of any hazardous substances; the contracts and leases affecting the property;_ the potential financial performance of the Property, the availability of government permits and approvals; and the feasibility of the Property for Buyers intended purpose. This Agreement shall terminate and Buyer shall receive a refund of the earnest money unless Buyer gives written notice to Seller within 40 days (30 days if not filled in) of Mutual Acceptance stating that this condition is satisfied. If such notice is timely given, the feasibility contingency stated in this Section 5 shall be deemed to be satisfied. As used in this Agreement, the term "Feasibility Period" shall mean the period beginning upon Mutual Acceptance and ending upon the satisfaction or waiver of the feasibility contingency. a. Books, Records, Leases, Agreements. Seller shall make available for inspection by Buyer and its agents within 5 days (2 days if not filled in) after Mutual Acceptance all documents in Sellers possession or control relating to the ownership, operation, renovation or development of the Property, excluding appraisals or other statements of value, and including: statements for real estate taxes, assessments, and utilities for the last three years and year to date; property management agreements and any other agreements with professionals or consultants; leases or other agreements relating to occupancy of all or a portion of the Property and a suite -by - suite schedule of tenants, rents, prepaid rents, deposits and fees; plans, specifications, permits, applications, drawings, surveys, and studies; and maintenance records; accounting records and audit reports for the last three years and year to date; and "Vendor Contracts" which shall include maintenance or service contracts, and installments purchase contracts or leases of personal property or fixtures used in connection with the Property. Buyer shall determine within the Feasibility Period: (i) whether Seller will agree to terminate any objectionable Vendor Contracts; and (ii) whether Seller will agree to pay anyyi damages or penalties resu +> from the INITIALS: Buyer _, 1V,1;-- Date 4?dA3 Seiler. !"' 8' C' Date Buyer Date Seller Date CBRE CB RICHARD ELLIS CB Richard Ellis 1145 Broadway Plaza, Suite 1000 Tacoma, WA 98402 Phone: (253) 572-6355 Fax: (253) 596-0059 0 Copyright 1999 - 2005 Commercial Brokers Assodalbn All Rights Reserved COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) CBA Form PS_1A Purchase & Sale Agreement Rev. 7107 Page 3 d 13 termination of objectionable Vendor Contracts. Buyer's waiver of the Feasibility Contingency shall be deemed Buyer's acceptance of all Vendor Contracts which Seller has not agreed in writing to terminate. Buyer shall be solely responsible for obtaining any required consents to such assumption and the payment of any assumption fees. Seller shall cooperate with Buyer's efforts to receive any such consents but shall not be required to incur any out-of-pocket expenses or liability in doing so. Seller shall transfer the Vendor Contracts as provided in Section 17 of this Agreement. Any leases, contract or agreements that run with title to the Property are addressed in Section 6(b) below. b. Access. Seller shall permit Buyer and its agents, at Buyer's sole expense and risk to enter the Property at reasonable times subject to the rights of and after legal notice to tenants, to conduct inspections concerning the Property and improvements, including without limitation, the structural condition of improvements, hazardous materials, pest infestation, soils conditions, sensitive areas, wetlands, or other matters affecting the feasibility of the Property for Buyer's intended use. Buyer shall schedule any entry onto the Property with Seller in advance and shall comply with Seller's reasonable requirements including those relating to security, confidentiality, and disruption of Seller's tenants. Buyer shall not perform any invasiye testing including environmental inspections beyond a phase I assessment or contact the tenants or property management personnel without obtaining the Seller's prior written consent, which shall not be unreasonably withheld. Buyer shall restore the Property and improvements to the same condition they .were in prior to inspection. Buyer shall be solely responsible for all costs of its inspections and feasibility analysis and has no authority to bind the Property for purposes of statutory liens. Buyer agrees to indemnify -and -defend Seller from.:all liens, costs, claims, and expenses, including attorneys' and experts' fees, arising from or relating to entry onto or inspection of the Property by Buyer and its agents. This agreement to indemnify and defend Seller shall survive closing. Buyer may continue to enter the Property in accordance with the foregoing terms and conditions after removal or satisfaction of the feasibility contingency only for the purpose of leasing or to satisfy conditions of financing. c. Buyer waives the right to receive a seller disclosure statement ("Form 17") if required by Chapter 64.06 RCW. However, if Seller would otherwise be required to provide Buyer with a Form 17, and if the answer to any of the questions in the section of the Form 17 entitled "Environmental" would be "yes," then buyer does not waive the receipt of the `Environmental" sectiori'of the Form 17 which shall be provided by Seller. 6. TITLE INSURANCE. a. Title Report. Seller authorizes Buyer, its Lender, Listing Agent, Selling Licensee and Closing Agent, at Seller's expense, to apply for and deliver to Buyer a ❑ standard ® extended (standard, if not completed) coverage owner's policy of title insurance. If an extended coverage owner's policy is specified, Buyer shall pay the increased costs associated with that policy including the excess premium over that charged for a standard coverage policy, and the cost of any survey required by the title insurer. The title report shall be issued by Chicano Title and Escrow -(Seller's choice, if not completed). b. Permitted Exceptions. Buyer shall notify Seller of any objectionable matters in the title report or any supplemental report within the earlier of: (1) twenty (20) days after mutual acceptance of this Agreement; or (2) the expiration of the Feasibility Period. This Agreement shall terminate and Buyer shall receive a refund of the earnest money, less any costs advanced or committed for Buyer, unless within five (5) days of Buyer's notice of such objections (1) Seller agrees to remove all objectionable provisions or (2) Buyer notifies Seller that Buyer waives any objections which Seller does not agree to remove. If any new title matters are disclosed in a supplemental title report, then the preceding termination, objection and waiver provisions shall apply to the new title matters except that Buyer's notice of objections must be delivered within five (5) days of delivery of the INITIALS: Buyer _ rCJ.%Il�w� _ . Date //A%d/o Seller_ ' 3 G Buyer Date _Seller.— Date CB Richard Ellis ® Copyright 19" - 2005 1145 Broadway Plaza, Suite 1000 Commercial BAN cue irokg ts�( ved CBRE Tacoma, WA 98402 Phone: (253) 572-6355 CBA Form errmt CB RICHARD ELLIS Fax: (253) 596-0059 PruchaseAsale R ioi Page 4 of 13 COMMERCIAL; A INVESTMENT REAL_ ESTATE PURCHASE l& SALE AGREEMENT (CONTINUED) supplemental report and Seller's response or. Suyers waiver must be delivered witshin two (2) days of Suyel s notice of objections. The closing date shall be extended to the extent necessary to permit time for these notices. Buyer shall not be required to object to any mortgage or deed of trust liens, or the statutory lien for real property taxes, and the same shall not be deemed to be Permitted Exceptions; provided that the lien securing any financing which Buyer has agreed to assume shall be a Permitted Exception- Except for the foregoing, those provisions not objected to or for which Buyer waived its objections shall be referred to collectively as the "Permitted Exceptions." Seller shall cooperate with Buyer and the We company to clear objectionable title matters but shall not be required to incur any out-of-pocket expenses or liability other than payment of monetary encumbrances not assumed by Buyer and proration of real property taxes, and Seller shall provide an owners affidavit containing the information and reasonable covenants requested by the title company. The title policy shall contain no exceptions other than the General Exclusions and Exceptions common to such form of policy and the Permitted Exceptions. 7. CLOSING OF SALE. This sale shall be closed on no later than December 31. 2010 ("closing') by Chicago Title and Fscrow ("Closinn Agent") (.-Selfer shag( gglonT tha C`fncinn Annrrt it not rnmrAe!ed1 Ruvar and Selfar shall - _ ter- ..a ..�_ r. r. _�... deposit with Closing Agent by Noon on the scheduled closing date all instruments and monies required to complete the purchase in accordance with this Agreement. "Closing" shall be deemed to have occurred when the deed is recorded and the sale proceeds are available to Seller. Time is of the essence in the performance of this Agreement_ Sale proceeds shalt be considered available to Seller notwithstanding they may not be disbursed to Seiler until the first business day following closing. Notwithstanding the foregoing, if. Seller informed Buyer during the Feasibility Period that Seller's underlying financing requires that it be defeased and may not be paid off, then closing shalt be conducted in accordance with the three-day closing process described in CBA Form PS_D. This Agreement is intended to constitute escrow instructions to Closing Agent. Buyer and Seller will provide any supplemental instructions requested by Closing Agent provided the same are consistent with this Agreement. S. CLOSING. COSTS AND PROBATIONS. Seller•shall deliver an updated rent roll to Closing Agent not later than two (2) days before the scheduled closing date in the form required by Section 5(a) and any other information reasonably requested by Closing Agent to allow Closing Agent to prepare a settlement statement for closing. Seller certifies that the information contained in the rent roll is correct as of the date submitted. Seller shall pay the premium for the owner's standard coverage title policy. Buyer shall pay the excess premium attributable to any extended coverage or endorsements requested by Buyer, and the cost of any survey required in connection with the same. Seller and Buyer shall each pay one-half of the escrow fees. Real estate excise taxes shall be paid by the party who bears primary responsibility for payment under the applicable statute or code, which is typically Seller. Real and personal property taxes and assessments payable in the year of closing; collected rents on any existing tenancies; interest; utilities; and other operating expenses shall be pro -rated as of closing. If tenants pay any of the foregoing expenses directly, then Closing Agent shall only pro. rate those expenses paid by Seller_ Buyer shall pay to Seller at closing an additional sum equal to any utility deposits or mortgage reserves for assumed financing for which Buyer receives the benefit after closing. Buyer shall pay all costs of financing including the premium for the lenders title policv. The real estate Commission is due on closing or upon Seller's default under this Agreement, whichever occurs first, and neither the amount nor due date thereof can be changed without Listing Agent's written consent. If the Property was taxed under a deferred classification prior to uSiiig, their Seller shall pay afi taxes, interest, penalties, deferred taxes or similar items which result from removal of the Property from the deferred classification. At closing, all refundable deposits on tenancies shall be credited to Buyer or delivered to Buyer for deposit in a trust account if required by state or local law. Buyer shall pay all sales or use tax applicable to the transfer of personal property included in the sale. INITIALS: Buyer 4 -yr1JL-1 _. _. Date_ 1J Seller 'B'G Date /Y �v Date Seller . Date CB Richard Ellis a al Broken r ke tsse - zoos CBRE 1145 Broadway Plaza, Suite 1000 Cooineioa18 p�,�served All is Reserved Tacoma, WA 9W2 ForPhone: (253) 572-6355 Purchase &Sale Agreement CB RICHARD ELLIS Fax: (253) 596-0059 ev. Page 5 of 13 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) a. Unpaid Utility Charges. Buyer and Seller ® WAIVE ❑ DO NOT WAIVE the right to have the Closing Agent disburse closing funds necessary to satisfy unpaid utility charges affecting the Property pursuant to RCW 60.80. If 'do not waive' is checked, then attach CBA Form UA ('Utility Charges" Addendum). If neither box is checked, then the "do not waive" option applies. 9. POST -CLOSING ADJUSTMENTS, COLLECTIONS, AND PAYMENTS. After closing, Buyer and Seller shall reconcile the actual amount of revenues or liabilities upon receipt or payment thereof to the extent those items were prorated or credited at closing based upon estimates. Any bills or invoices received by Buyer after closing which relate to services rendered or goods delivered to the Seller or the Property prior to closing shall be paid by Seller upon presentation of such bill or invoice. At Buyer's option, Buyer may pay such bill or invoice and be reimbursed the amount paid plus interest at.the rate of 12% per annurn beginning fifteen (15) days from the date of Buyer's written demand to Seller for reimbursement until such reimbursement is made. Notwithstanding the foregoing, d tenants pay certain expenses based on estimates subject to a post -closing reconciliation to the actual amount of those expenses, then Buyer shall be entitled to any surplus and shall be liable for any credit resulting from the reconciliation. Rents Fallected from each tenant alter closing shall be applied first to rentals due most recently from such tenant for the period after closing, and the balance shall be applied for the benefit of Seller for delinquent rentals owed for a period prior to closing_ The amounts applied for the benefit of Seller shall be turned over by Buyer to Seller promptly after receipt. Seller shall be entitled to pursue any lawful methods of collection of delinquent rents but shall have no right to evict tenants after closing. 10. OPERATIONS PRIOR TO CLOSING. Prior to closing, Seiler shall continue to operate the Property in the ordinary course of its business and maintain the Property in the same or better condition than as existing on the date of Mutual Acceptance, but shall not be required to repair material damage from casualty except as otherwise provided in this Agreement. After the Feasibility Period. Seller shall not enter into or modify existing rental agreements or leases (except that Seller may enter into, modify, extend, renew or terminate residential rental agreements or residential leases in the ordinary course of its business), service contracts, or other agreements affecting the Property which have terms extending beyond closing without first obtaining Buyers consent, which shall not be unreasonably withheld. 11. POSSESSION. Buyer shall be entitled to possession ® on closing ❑ (on closing, if not completed). Buyer shall accept possession subject to all tenancies disclosed to Buyer during the Feasibility Period. 12. SELLER'S REPRESENTATIONS. Except as disclosed to or [mown by Buyer prior to the satisfaction or waiver of the feasibility contingency stated in Section 5 above, including in the books, records and documents made available to Buyer, or in the title report or any supplemental report or documents referenced therein, Seller represents to Buyer that, to the best of Seller's actual knowledge, each of the following is true as of the date hereof: (a) Seller is authorized to enter into the Agreement, to sell the Property, and to perform its obligations under the Agreement; (b) The books, records, leases, agreements and other items delivered to Buyer pursuant to this Agreement comprise all material documents in Sellers possession or control regarding the operation and condition of the Property; (c) Seller has not received any written notices that the Property or the business conducted thereon violate any applicable taws, regulations, codes and ordinances; (d) Seller has all certificates of occupancy, permits, and other governmental consents necessary to own and operate the Property for its current use; (e) There is no pending or threatened litigation which would adversely affect the Property or Buyer's ownership thereof after closing; &AeGliny Property is not within the boundaries of any planned or authorized local improvement district; (g) Seller has paid (except to the extent prorated at closing) all local, state and federal taxes (other than real and personal property taxes and assessments described in Section 8 above) attributable to the INITIALS: Buyer �.LJ• (,l,,hw, Date / Seller '�— Date Buyer _. Date. Seaer Date CB Richard Ellis CCopyright19%-2005 1145 Broadway Plaza, Suite 1000 cO11"�'� All RRots Reserved CBRE Tacoma, `J1{A 96402 � Phone: (253) 572-6355 CBA Form PS_1A CS RICHARD ELLIS Fax: (253) 59640059 PurchaseRsal°AR`e°m°; Page 6 o113 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE do SALE AGREEMENT (CONTINUED) period prior to closing which, if not paid, could constitute a lien on Property (including any personal property), or for which Buyer may be held liable after closing; (h) Seller is not aware of any concealed material defects in the Property except as disclosed to Buyer in writing during the Feasibility Period; (i) There are no Hazardous Substances (as defined below) currently located in, on, or under the Property in a manner or quantity that presently violates any Environmental Law (as defined below); there are no underground storage tanks located on the Property; and there is no pending or threatened investigation or remedial action by any governmental agency regarding the release of Hazardous Substances or the violation of Environmental Law at the Property. As used herein, the tern 'Hazardous Substances' shall mean any substance or material now or hereafter defined or regulated as a hazardous substance, hazardous waste, toxic substance, pollutant, or contaminant under any federal, state, or local law, regulation, or ordinance governing any substance that could cause actual or suspected harm to. human health or the environment ('Environmental Law"). The term 'Hazardous Substances` specifically includes, but is not limited to, petroleum, petroleum by-products, and asbestos. •.,iem align -whinh Id n eF the . eMal:c�c alp. -.a ivo^vr:��--ire ' - n the tame _ y�^4 a ...,. �...,...-..,.....,r as,.•. r.,.....,...s ��nn nnn ..� r:...............a /car � ..s ati.......a,..�.......... ......:�r.,...i.,.;.,ir..,.a...,.-...,i.. M PUr6UiAg s 13. AS -IS. Except for those representations and warranties specifically'iFicluded in this Agreement: (i) Seller makes no representations or warranties regarding the Property; (ii) Seller hereby disclaims, and Buyer hereby waives, any and all representations or warranties of any kind, express or implied, concerning the Property or any portion thereof, as to its condition, value, compliance with laws, status of permits or approvals, existence or absence of hazardous material on site, occupancy rate or any other matter of similar or dissimilar nature relating in any way to the Property, including the warranties of fitness of a particular purpose, tenantability, habitability and use; (iii) Buyer otherwise takes the Property "AS IS;" and (iv) Buyer represents and warrants to 'Seller that Buyer has sufficient experience and expertise s+f#1�1 it is 'e epab e-4w- AND Buyef-BUYER 1S RELYING ta4ely on its own pre -closing inspections and investigations. 14. PERSONAL PROPERTY. a. This sale includes all right, title and interest of Seller to the following tangible personal property: ® None Q That portion of the personal property located on and used in connection with the Property, which Seller will itemize in an Addendum to be attached to this Agreement within ten (10) days of Mutual Acceptance (None, if not completed). The value assigned to the personal property shall be $ (if not completed, the County -assessed value d available, and if not available, the fair market value determined by an appraiser selected by the Listing Agent and Sailing Licensee). Seiler warrants titie to, but not the condition of, the personai property and shaii convey it by bill of sale. L. In a.4.4;H.. to the I- and Vendor n....a- ..a.. ...a L.. o. ..a a.. o....a:.. c/..\ ..L.... aL.:., -I- V. 1n o� MILLV11 lV ulr IVaJ 111.1 YG11VVr VV11L1aliW aSJU111VU Uy Olfyer �JUROUC111t 1V -761d1U11 iJ,al CLLAJVWI t1110 .Qlcuc includes all right, title and interest of Seller to the following intangible property now or hereafter existing with respect to the Property including without limitation: all rights -of -way, rights of ingress or egress or other interests in, on, or to, any land, highway, street, road, or avenue, open or proposed, in, on, or across, in front of, abutting or adjoining the Property; all rights to utilities serving the Property; all drawings, plans, specifications and other INITIALS: Buyer 46 4/'/JP' _ Date / Seller �• g e— _ • bate %/ — a 6 —/0 Date Seller Date CBRE CB RICHARD ELLIS CB Richard Ellis 1145 Broadway Plaza, Suite 1000 Tacoma, WA 98402 Phone: (253) 572-6355 Fax: (253) 596-0059 O Copyright 1999 - 2W5 Commercial Brokers Association All Rights Reserved COMMERCIAL dr INVESTMENT REAL ESTATE PURCHASE 3 SALE AGREEMENT (CONTINUED) CBA Form PS_1A Purchase 6 Sale Rgreemens Rev. 7ro7 Page 7 of 13 architectural or engineering work product; all governmental permits, certificates, licenses, authorizations and approvals; all rights, claims, causes of action, and warranties under contracts with contractors, engineers, architects, consultants or other parties associated with the Property; all utility, security and other deposits and reserve accounts made as security for the fulfillment of any of Seller's obligations; any name of or telephone numbers for the Property and related trademarks, service marks or trade dress; and guaranties, warranties or other assurances of performance received. 15. CONDEMNATION AND CASUALTY. Seller bears all risk of loss until closing, and thereat -ter Buyer shag bear the risk of loss. Buyer may terminate this Agreement and obtain a refund of the earnest money if improvements on the Property are destroyed or materially damaged by casualty before closing, or if condemnation proceedings are commenced against all or a portion of the Property before closing. Damage will be considered material if the cost of repair exceeds the lesser of $100,000 or five percent (5%) of the purchase price stated in this Agreement. Alternatively, Buyer may elect to proceed with closing in which case at closing Seller shalt assign to Buyer all claims and right to proceeds under any property insurance policy and shall credit to Buyer at closing the amount of any deductible provided for in the policy. 16. FIRPTA - TAX WITHHOLDING AT CLOSING. Closing Agent is instructed to prepare a certification (CBA or NWMLS Form 22E, or equivalent) that Seller is not a "foreign person" within the meaning of the Foreign Investment in Real Property Tax Act. Seller agrees to sign this certification. If Seller is a foreign person, and this transaction is not otherwise exempt from FIRPTA, Closing Agent is instructed to withhold and pay the required amount to the Internal Revenue Service. 17. CONVEYANCE. Title shall be conveyed by a Statutory. Warranty Deed subject only to the Permitted Exceptions. If this Agreement is for conveyance of Seller's vendee's interest in a Real Estate Contract, the Statutory Warranty Deed shall include a contract vendee's assignment sufficient to convey after acquired title. At closing, Seller and Buyer shall execute and deliver to Closing Agent CBA Form No. PS -AS Assignment and Assumption Agreement transferring all leases and Vendor Contracts assumed by Buyer pursuant to Section 5(a) and all intangible property transferred pursuant to Section 14(b). 18. NOTICES AND COMPUTATION OF TIME. Unless otherwise specified, any notice required or permitted in, or related to, this Agreement (including revocations of offers and counteroffers) must be in writing. Notices to Seller must be signed by at least one Buyer and must be delivered to Seller and Listing Agent with a courtesy copy to any other party identified as a recipient of notices in Section 28 of this Agreement. A notice to Seller shall be deemed delivered only when received by Seller, Listing Agent, or the licensed office of Listing Agent. Notices to Buyer must be signed by at least one Seller and must be delivered to Buyer with a copy to Selling Licensee with a courtesy copy to any other party identified as a recipient of notices in Section 28 of this Agreement. A notice to Buyer shall be deemed delivered only when received by Buyer, Selling Licensee, or the licensed office of Selling Licensee. Selling Licensee and Listing Agent have no responsibility to advise of receipt of a notice beyond either phoning the represented party or causing a copy of the notice to be delivered to the party's address provided in this Agreement. Buyer and Seller must keep Selling Licensee and Listing Agent advised of their whereabouts to receive prompt notification of receipt of a notice. If any parry is not represented by a licensee, then notices must be delivered to and shall be effective when received by that party. Unless otherwise specified in this Agreement, any period of time in this Agreement shall mean Pacific Time and shall begin the day after the event starting the period and shall expire at 5:00 p.m. of the last calendar day of the specified period of time, unless the last day is a Saturday, Sunday or legal holiday as defined in RCW 1.16.050, in which case the specified period of time shall expire on the next day that is not a Saturday, Sunday or legal holiday. Any specified period of five (5) days or less shall not include Saturdays, Sundays or legal holidays. INITIALS: Buyer �LJ_. LA%i _ Date _% Iej Seller r '47•C Date Buyer Date Seller Date CB Richard Ellis 6okrrtt999-20o5 1commercial1145 Broadway Plaza, Suite 100commercialal� Brem AlRigr� Assciciatidead C B R E Tacoma, DNA 98402 CBA Form PS_1A Phone: (253) 95 P,rmasaaSale R�CB RICHARD ELLIS Fax: (2 3) 596-005/07 Page 8 of 13 COMMERCIAL-& INVESTMENT -REAL-ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) Notwithstanding the foregoing, references to specific dates or times or number of hours shall mean those dates, times or number of hours. 19. AGENCY DISCLOSURE. At the signing of this Agreement. Selling Licensee N/A represented N/A and the Listing Agent Yeh-Hee Hahn of CB Richard Ellis Inc represented Seller- 9 Selling Licensee and Listing Agent are different salespersons affiliated with the same Broker, then Seller and Buyer confirm their consent to Broker acting as a dual agent. If Selling Licensee and Listing Agent are the same person representing both parties. then Seller and Buyer confirm. their consent to.1hat person and his/her Broker acting as dual agents. It Selling Licensee, Listing Agent, or their Broker are dual agents, then Seller and Buyer consent to Selling Licensee, Listing Agent and their Broker being compensated based on a percentage of the purchase price or as otherwise disclosed on an attached addendum. Buyer and Seller confirm prior receipt of the pamphlet entitled "The Law of Real Estate Agency." 20. ASSIGNMENT. Buyer ❑ may ® may not (may not, if -not completed) assign this Agreement, or Buyer's rights hereunder, without Seller's prior written consent, unless provided otherwise herein. If the 'may not' option is selected and the words "and/or assigns" or similar words are used to identify the Buyer, then this Agreement may be assigned with notice to Seller but without Sellers consent only to an entity which is controlled by or under common control with the Buyer identified in this Agreement. Any other assignment requires Seller's consent. The party identified as the initial Buyer shall remain responsible for those obligations of Buyer stated in this Agreement notwithstanding any assignment and, if this Agreement provides for Seller to finance a portion of the purchase price, then the party identified as the initial Buyer shall guarantee payment of the Seller financing. 21. DEFAULT AND ATTORNEY'S FEE. a. Buyer's default. In the event Buyer fails, without legal excuse, to complete the purchase of the Property, then (check one): ® Seller may terminate this Agreement and keep the earnest money as liquidated damages as the sole and exclusive remedy available to Seller for such failure; or ❑ Seller may, at its option, (a) terminate this Agreement and keep as liquidated damages the earnest money as the sole and exclusive remedy available to Seller for such failure, (b) bring suit against Buyer for Seller's actual damages, (c) bring suit to specifically enforce this Agreement and recover any incidental damages, or (d) pursue any other rights or remedies available at law or equity. b_ Self s default_ in the event Seller fais, wfflh ut leear excuse, to complete the sale of the Property. then �_. - ..,..�-_ _..� _ mom. _„ (check one): M As Balers sole AND EXCLUSIVE remedy SHALL BE LIMITED TO THE RETURN OF THE EARNEST MONEY AND TERMINATION OF THIS AGREEMENT., Buyer may eiher (a) le�iRait hi6 Ay•' nt r;d a "t__ r (b) brim. SWit tO r erifiGal(y enrerGe rhic. AgFee e .t ants iz..,.. V F f>l ..,.,geG ..i.-1ed Q,,.,... r., ,r4 fi[e INITIALS: Buyer Q Lv� Date ///j Setter' 'g �- [late Buyer Date Seller Date CB Richard Ellis o copyright 1999 - zoos 1145 Broadway Plaza, Suite 1000 Commerdal ftnaA esamed CBRE Tacoma, WA 98402 Cah Phone: (253) 572-6355 & Sale Agreement PS_1A CB RICHARD ELLIS Fax: (253) 596-0059 s�'r�hasease.7107 Page 9 of 13 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) s it rlFi S+n ❑ Buyer may, at its option, (a) bring suit against Seller for Buyer's actual damages, (b) bring suit to specifically enforce this Agreement and recover any incidental damages, or (c) pursue any other rights or remedies available at law or equity. Meitner Buyer nor Seiler may recover consequential damages such as lost profits. If Buyer or Seller institutes suit against the other concerning this Agreement, the prevailing party is entitled to reasonable attorneys' fees and expenses. In the event of trial, the amount of the attorneys fee shall be fixed by the court. The venue of any suit shall be the county in which the Property is located, and this Agreement shall be governed by the laws of the state where the Property is located. 22. MISCELLANEOUS PROVISIONS. a. Complete Agreement. The Agreement and any addenda and exhibits to it state the entire understanding of Buyer and Seller regarding the sale of the Property. There are no verbal or other written agreem@nts which modify or affect the Agreement b. Counterpart Signatures. The Agreement may be signed in counterpart, each signed counterpart shall be deemed an original, and all counterparts together shall constitute one and the same agreement. c. Electronic Delivery. Electronic delivery of documents (e.g., transmission by facsimile or email) including signed offers or counteroffers and notices shall be legally sufficient to hind the party the same as delivery of an original. At the request of either party, or the Closing Agent, the parties will replace electronically delivered offers or counteroffers with original documents- d. Section 1031 Like -Kind Exchange_ If either Buyer or Seller intends for this transaction to be a part of a Section 1031 like -kind exchange, then the other party agrees to cooperate in the completion of the like -kind exchange so long as the cooperating party incurs no additional liability in doing so, and so long as any expenses (including attorneys fees and costs) incurred by the cooperating party that are related only to the exchange are paid or reimbursed to the cooperating party at or prior to closing. Notwithstanding Section 20 above, any party completing a Section 1031 like -kind exchange may assign this Agreement to its qualified intermediary or any entity set up for the purposes of completing a reverse exchange. 23. ACCEPTANCE; COUNTEROFFERS- Seller has until midnight of November 5. 2010 (if not filled in, the third business day following the last Buyer signature date below) to accept this offer, unless sooner withdrawn. If this offer is not timely accepted, it shall lapse and the earnest money shall be refunded to Buyer- It either party makes a future counteroffer, the other party shall have until 5-00 p.m. on the business day (if not filled in, the second business day) following its receipt to accept the counteroffer, unless sooner withdrawn. If the counteroffer is not timely accepted or countered, this Agreement shall lapse and the earnest money shall be refunded to the Buyer. No acceptance, offer or counteroffer from the Buyer is effective until a signed copy is received by the Seller, the Listing Agent or the licensed office of the Listing Agent. No acceptance, offer or counteroffer from the Seller is effective until a signed copy is received by the Buyer, the Selling Licensee or the licensed office of the Selling Licensee. "Mutual Acceptance" shall occur when the last counteroffer is signed by the offeree, and the fully -signed counteroffer has been received by the offeror, his or her licensee, or the licensed office of the licensee. If any party is not represented by a licensee, then notices must be delivered to and shall be effective when received by that parry. INITIALS: Buyer +�-�• l�+�ly+ Date — f�LYO Seller' i3 Date Buyer Date Seller _ _ Date _ CBRE CB RICHARD ELLIS CO Richard Ellis 1145 Broadway Plaza, Suite 1000 i aco ma, niiA BB402 Phone: (253) 572-6355 Fax: (253) 596-0059 ® Copyright t 999 - 2005 ., . Commercial Brokers Association CII�JI'iY AN Ruts Reserved - COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) CBA Form PS_1A Purchase & Sale Agreement Rev. 7/07 Page 10 o113 24. INFORMATION TRANSFER. In the event this Agreement is terminated, Buyer agrees to deliver to Seller within ten (10) days of Sellers written request copies of all materials received from Seller and any non -privileged plans, studies, reports, inspections, appraisals, surveys, drawings, permits, application or other development work product relating to the Property in Buyer's possession or control as of the date this Agreement is terminated. 25. CONFIDENTIALITY. Until and unless closing has been consummated, Buyer and Seller shall follow reasonable measures to prevent unnecessary disclosure of information obtained in connection with the negotiation and performance of this Agreement. Neither party shall use or knowingly permit the use of any such information in any manner detrimental to the other party. 26. SELLER'S ACCEPTANCE AND BROKERAGE AGREEMENT. Seller agrees to sell the Property on the terms and conditions herein, and further agrees to pay a commission in a total amount computed in accordance with the listing or commission agreement. If there is no written listing or commission agreement, Seller agrees to pay a commission of % of the sales price or $ : The commission shall be apportioned between Listing Agent and Selling Licensee as specified in the listing or any co -brokerage agreement. If there is no listing or written co - brokerage agreement, then Listing Agent shall pay to Selling Licensee a commission of % of the sales price or $ . Seller assigns to Listing Agent and Selling Licensee a portion of the sales proceeds equal to the commission. If the earnest money is retained as liquidated damages, any costs advanced or committed by Listing Agent or Selling Licensee for Buyer or Seller shall be reimbursed or paid therefrom, and the balance shall be paid one-half to Seller and one-half to Listing Agent and Selling Licensee according to the listing agreement and any co -brokerage agreement. In any action by Listing Agent or Selling Licensee to enforce this Section, the prevailing party is entitled to reasonable attorneys' fees and expenses. Neither Listing Agent nor Selling licensee are receiving compensation from more than one party to this transaction unless disclosed on an attached addendum, in which case Buyer and Seller consent to such compensation. The Property described in attached Exhibit A, is commercial real estate. Notwithstanding Section 25 above, the pages containing this Section, the parties' signatures and an attachment describing the Property may be recorded. 27. LISTING AGENT AND SELLING LICENSEE DISCLOSURE. EXCEPT AS OTHERWISE DISCLOSED IN WRITING TO BUYER OR SELLER, THE SELLING LICENSEE. -LISTING AGENT, AND BROKERS HAVE NOT MADE ANY REPRESENTATIONS OR WARRANTIES OR CONDUCTED ANY INDEPENDENT INVESTIGATION CONCERNING THE LEGAL EFFECT OF THIS AGREEMENT, BUYER'S OR SELLER'S FINANCIAL STRENGTH, BOOKS, RECORDS, REPORTS; STUDIES, OR OPERATING STATEMENTS, OR OTHER MATTERS RELATING TO THE PROPERTY, INCLUDING WITHOUT LIMITATION, THE PROPERTY'S ZONING, BOUNDARIES, AREA, COMPLIANCE WITH 'APPLICABLE LAWS (INCLUDING LAWS REGARDING ACCESSIBILITY FOR DISABLED PERSONS), OR HAZARDOUS OR TOXIC MATERIALS INCLUDING MOLD OR OTHER ALLERGENS. SELLER AND BUYER ARE EACH ADVISED TO ENGAGE QUALIFIED EXPERTS TO ASSIST WITH THESE DUE DILIGENCE AND FEASIBILITY MATTERS, AND ARE FURTHER ADVISED TO SEEK INDEPENDENT LEGAL AND TAX ADVICE RELATED TO THIS AGREEMENT. INITIALS: Buyer �`^� _ _ Date _ i/d ,!Aj ,seller g • `— Date //—d Buyer Date . - _Seller Date CBRE CB RICHARD ELLIS CB Richard Ellis 1145 Broadway Plaza, Suite 1000 Tacoma, WA 98402 Phone: (253) 572-6355 Fax: (253) 596-0059 ® Copyright 1999 - 2005 Commercial Brokers Association All Rights Reserved COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) C8A Form PS_1A Purchase & Sale Agreement Rev_ 7107 Page 11 of 13 28. IDENTIFICATION OF THE PARTIES. The following is the contact information for the parties involved in this Agreement: Buyer Contact: Brian Wilson, City_Manager _of Federaf Way Address: PO Box 9718 Federal Way, WA 98063 Business Phone: 253-835-2410 Mobile Phone: Fax. - Email: brian.wilson®cityolfederalway.com Selling Licensee Name: Address: Business Phone: Mobile Phone: Email: Fax: MLS Office No.: Courtesy Copy of Notices to Buyer to: Name: Patricia A. Richardson, City_Attomey Address: PO Box 9718 Federal Way, WA 98063 Business Phone: 253-835-2562 Fax: 253-835-2569 Mobile Phone: Email: patsichardson @_c_ilyoffederalwa ..com Seller Contact: Pal -Do Company Inc Address: 9802 32r0 Ave S. Lakewood. WA 98499 Business Phone. 253-589-2070 Mobile Phone: Fax: Email: ceobrian0hotmail.com Listing Agent Name: Yeh-Het: Hahn of 08 Richard Ellis Inc Address: 1145 Broadway Suite 1004 Tacoma _WA 98402 � T � - Business Phone: 253-596-0055 Mobile Phone: 253-230-2412 Email: ygh hee.h�bre.com Fax. 253-596-0059 MLS Office No.: Courtesy Cant' of Notices to Seller to: Name: Address: Business Phone: Fax: Mobile Phone: Email: INITIALS: Buyer Q. GV'A- A Date //A14bdQ Seller L Date Buyer Date Seller Date CBRE CB RICHARD ELLIS CB Richard Ellis 1145 Broadway Plaza, Suite 1000 i acoma, WA 98402 Phone: (253) 572-6355 Fax: (253) 596-0059 0 Copyright 1999 - 2005 Commercial Brokers Assvaalion AN Rights Reserved CBA Form PS 1A Purchase & Sale Agreement Rev. 7/07 Page 12 of 13 COMMI=RCIAL & lNVESTMENT REAL-ESTATE PURCHASE & SALE AGREEMENT (OONTINUED) IN WITNESS WHEREOF, the patties have signed this Agreement intending to be bound. Buyer /_"_ M J _f, 6 d &dj L1-A. Buyer Plintea name ad type of entity �� Printed name and type of entty Buyer _ �E• I +'�+r�►r�/blu (Aafiuyer Sig;,atu:a _ d 2 Sigria-ture and Vu e Date signed I � )o Date signed Seller Pal -Do Company Inc., a Washington Corporation_ Seller Printed name and tyr�pe�of entity Printed name and type of entity Sellrr G� Seller �� eYmvG PARir/1'RESrDa 7ur Signature Signature and title and title Date signed //- 06 -/2' Date signed INITIALS: Buyer rC.J.W r1111— Date // 11) _Seller Buyer Date Date Date NM. CB Richard Ellis aCopyright 1999-2005 �„,. / 1145 Broadway Plaza, Suite 1000 Commera� Broke `� `�'�O° (; CBRE Tacoma, WA 98402 � Reserved Phone: (253) 572-6355 Form PS_tA CB RICHARD ELLIS Fax: (253) 596-0059 Purchase a & Sal e Agreement Page 13 or 13 COMMERCIAL & INVESTMENT REAL ESTATE PURCHASE & SALE AGREEMENT (CONTINUED) EXHIBIT A [Legal Description] Lot 3 of Sunny recorded is Volume 52 of surveys page 220 trader King Cotmty Recording No. 9612129019 comma* known as Forma Toys 'fit" Us Property located at 31510 20th Avmw South, Federal Way, WA romprised of a 49,716 SFbig box re7 budding (closes situated an 172,040 SF (3.95) Acres zoned CC F, City Center (most categories except for industrial and single family) (This Property is subject to an Operation and Easement Agreement dated December 19.1996, amended April 7,1997 - hereksi$er "OEA" - imposing comderablc me restrictions and barriers to redmlopmcut of the subject property and 4oiv* properties k oWn as the Former Target Property (a closed 101,909 SF big box retail building situated on approximately 7.5 acres located at 2141 S. 314th Street, Federal Way, WA) and the Hillside Plata Shopping Center looted on Approximately 9 acres at 2000 S. 314th Street, Federal Way, WA] INITIALS: Buyer �/'/t.,,. Date —& ort _'Seller __. ' �' Date //�a6 o -- T. Buyer Date Setter Date EXHIBIT B CONTINGENCY ADDENDUM TO PURCHASE find SALE AGREEMEiv t The following is part of the purchase and sale agreement dated November 6, 2010 (the "Agreement") between Pal -Do Comp9ny,Inc ("Seller)` and City of Federal Wcry ("Buyer") regarding the sale of the property known as 31510 20"' Ave S. Federal Way, WA 98003 (the "Property") IT IS AGREED BETWEEN THE SELLER AND BUYER AS FOLLOWS: CONTINGENCIES: 1. In the event Seller cannot convey the Properly free and clear of the OEA described in Exhibit A as it pertains to the 'subject property, the safe shall become null and -void. All expenses associated with -extinguishing the OEA are responsibility of Seller. 2. A property line survey of the Property confirming the lot lines and size of the Properly supporting Extended ALTA Title Insurance must be completed and recorded prior to closing. All expenses associated with the survey and title insurance will be the responsibility of the Buyer. 3. Buyer's obligations under this Agreement are contingent upon the Washington State Department of Public Works providing partial funding for the°purchase of the Property in the amount of Five Million Dollars ($5,000,000.00) and the timely release of such funding so as to facilitate closing of the transaction no later than December 31, 2010 4. The Federal Way City Council in an open public meeting must approve the Purchase and Sale Agreement. 5. Section 1033 Exchange Contingency- Seller intends for this transaction to be a part of a Section 1033 like -kind exchange due to involuntary conversion. Buyer agrees to cooperate in the completion of a Section 1033 exchange provided that Buyer has taken necessary steps, including but not limited to approval by the Federal Way City Council, to qualify the transaction under applicable law and the Internal Revenue Code of 1986, as amended, as an involuntary conversion under threat of condemnation, and further provided that the closing of the transaction shall take place no later than December 31, 20 i v, u�ia ruiirier provided That ouyer incurs no additional liability in doing so, and so long as all expenses (including attorneys fees and costs) incurred by the Buyer that are related only to the exchange are paid or reimbursed to Buyer at or prior to Closing. Page I 1 Upon obtaining approval from the Federal Way City Council, Buyer shall provide a letter to Seller with a copy to Chicago Title and Escrow, indicating that the property is being sold under threat of condemnation. If all steps necessary to qualify the transaction as on involuntary conversion under threat of condemnation have not been completed by December 17, 2010, in the sole opinion of the Federal Way City Attorney, Seller shall have the option, in its sole discretion, to terminate the purchase and sale agreement. 6. The Purchase must be closed no later than December 31, 2010 and hence time is of the essence and all Contingencies must be satisfied and waived in writing by December 17, 2010- BUYER: City of Federal Way Print N e: �� 3 G, �• 1 t-�2sf,, Title:—C1��� Date Signed A l�cJ/0 SELLER: PAL -DO COMPANY, INC Print Name:'L%_ Title-_ 120�2 Date Signed Page 12 992 �r� CS Richard Ellis ComBrokers merclatBrokeAssocitation 1145 Broadway Plaza, Suite 1000 B A9 Rights Reserved FM Tacoma, WA 918402 Phone: (253) 572-6355 RICHARD ELLIS orm 22E FIRFTAc 3 Fax: (253) 596-0059 Rev. 11/92 Page 1 of 1 CERTIFICATION UNDER THE FOREIGN INVESTMENT IN REAL PROPERTY TAX ACT ("FIRPTA") CBA Teed Disdaimx. Text denied by Ycmmw wicated by strike. New le)d ktserled by N wpm indwaled by snail rapUy letters. Sectiort 1445 of the U.S. Intemal Revenue Code provides that a buyer of a U.S. real property interest must withhoid tax if the seller is a foreign person, unless one of the exceptions in the Act applies. The following will inform the Buyer and Closing Agent whether or not tax withholding is required. Note: The abova law applies to foreign corporations, partnerships, trusts, estates and Other foreign entities, as well as to foreign individuals. If the Seller is a corporation, partnership, trust, estate or other entity, the terms 1' and 'my' as used below means the corporation of other entity. A 'real property interest- includes full or part amwrship of land and1or improvements thereon; leaseholds; options to acquire any of the foregoing, and an interest in foreign corporations. partnerships, trusts or other entities holding U.S. real estate. SELLER CERTIFICATION. Seller hereby certifies the following: PROPERTY. I am the Seller of real property: ® at 31510 20th Ave S Federal Way (addie�) ( ) Washington; or ❑ (if no street address) legally described on the attached. rITIZENISHI P STATUIS. 1 D AAA O AM IJOT a nrxrrasident alien (ore foreign corporation, foreign partnership. foreign trust, foreign estate or other foreign business entity) for purposes of U.S. income taxation. TAXPAYER I.D. NUMBER. My U-S. taxpayer identification number (e.g. social security number) is: 91-1617155 ADDRESS. My home address is: 9805 32 d Ave S Lakewood, WA 98499 Under penalties of perjury, I declare that I have examined this Certification and to the best of my knowledge and belief it is true. correct and complete. I understand that this Certification may be disclosed to the Internal Revenue Service and that any false statement 1 have made hen: could be punished by fine, imprisonment, or both. SELLER �r'--� _ DATE SELLER DATE BUYER CERTIFICATION (Fill this in only if the Seller is a non-resident alien). NOTE: If the Seller is a non-resident alien, and has not obtained a release from the Internal Revenue Service, then the dosing agent must withhold 10% of the amount realized from the sale and pay it to the IRS, unless Buyer certifies that BOTH statements below are correct: (1) Amount Realized. I certify that the total price that I am to pay for the property, including liabilities assumed and all other consideration to the Seller, does not exceed $300.000, and (2) Family Residence. I certify that I or a member of my family' have definite plans to reside on the property for at least 50% of the time that the property is used by any person during each of the first two twelve month periods following the date of this sale. ' (Defined in 11 U.S.C. 207(C)(4). it includes brothers, sisters, spouse, ancestors af-id inreai descendarWy. Under penalties of perjury, t declare that I have examined this Certification and to the best of my knowledge and belief both etatnsn@nLg are true, correct and camp late, I understand that this Certification may be disclosed to the Internal Revenue Service and that any false statement I have made here could punished by fine, imprisonment. or both. BUYER Ilan+ 4AA,7i DATE AggboIJ BUYER DATE OB xW add 1 C, U d { I i �ju 1 i 1 1 1 i i f 22 "� 1 , .� e , .Ilia woe C7 n N V Y I � � 0 ? 'i Is` ' so Is q �J M.9z 7.V ��+. 4 '1 IN Og£QBzmg ON MH Sid ii la INNO j .Ot MUsrO. Avg► O ' q ' u ' u � R Lr ill 11L£E, l iAQN v � rn � Waft. n go c a v co Lr Q Q ire u o NO 'S v-4 Y L -f-II o N Z.5 - $ mmm_. -N I v "F r 2. M t i w z 2: L a C) 2 �aa00 v� � ,. LL d LLI 0Cl x � � 3 ' 0. ram.cr. CL r= 0 W U_ 1101 W 0 Z W e Z c Z N � ,so P 0