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AG 16-042RETURN TO: Jeri-Lynn EXT: 2401 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT. /DIV: COMMUNITY SERVICES 2. ORIGINATING STAFF PERSON: JERI -LYNN CLARK _ EXT: 2401 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT 3. DATE REQ. BY: ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): 16 -042 _ ❑ OTHER ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: HOUSING REPAIR PROGRAM DEED OF TRUST, PROMISSORY NOTE, LOAN AGREEMENT, & HOMEOWNER/CONTRACTOR AGREEMENT - FINAL 6. NAME OF CONTRACTOR: VALENCIA CLAXTON & PANSY CLAXTON - FRONT PORCH REPAIR ADDRESS: 30218 29TH AVE S, FEDERAL WAY, WA 98003 TELEPHONE 253- 839 -1554 E -MAIL: FAX: SIGNATURE NAME: VALENCIA CLAXTON & PANSY CLAXTON TITLE: OWNER 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 3/9/16 COMPLETION DATE UPON SALE OF HOME 9. TOTAL COMPENSATION $ 5,685.10 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: * *THEY PAY US ** 10. DOCUMENT /CONTRACT REVIEW PROJECT MANAGER �I1 DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: INITIAL / DATE APPROVED l COUNCIL APPROVAL DATE: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSE, EXHIBITS 1.0i LAW DEPARTMENT CHIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED INITIAL / D E S NED .� -1 6/_1P1 AG# Ap -042 A DATE SENT 0i .Z 8 -110 COMMENTS: C A i 5 ao 1 \ir cc wto u. vC[- KL 1 UKN 1 V: Jeri -Lynn I✓A1:24U1 CITY OF FEDERW WAY LAW DEPARTMEN'1 OUTING FORM 1. ORIGINATING DEPT./DIV: COMMUNITY SERVICES 2. ORIGINATING STAFF PERSON: JERI -LYNN CLARK 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER EXT: 2401 3. DATE REQ. BY: .G., RFB, RFP, RFQ) ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: HOUSING REPAIR PROGRAM DEED OF TRUST, PROMISSORY NOTE, LOAN AGREEMENT, & HOMEOWNER/CONTRACTOR AGREEMENT 6. NAME OF CONTRACTOR: VALENCIA CLAXTON & PANSY CLAXTON - FRONT PORCH REPAIR ADDRESS: 30218 29Th AVE S, FEDERAL WAY, WA 98003 TELEPHONE 253- 839 -1554 E -MAIL: FAX: SIGNATURE NAME: VALENCIA CLAXTON & PANSY CLAXTON TITLE: OWNER 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 3/9/1(p COMPLETION DATE ( gI' Mlle. J. TOTAL COMPENSATION $ 6,775.85 (INCLUDE EXPENSES AND SALES TAX, W ANY) 1 (W CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: * *THEY PAY US ** 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR ► 1$i. ,•) TE ' V WED tyI_v., /i(f/M COMMITTEE APPROVAL DATE: DATE SENT: INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSE, EXHIBITS INIT,AL TATE SIGNED ❑ LAW DEPARTMENT ❑ CHIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ASSIGNED AG# ❑ SIGNED COPY RETURNED -2OMMENTS: Please review the changes made to the HRP Deed of Trust and Promissory Notes. CIT OF Arn∎_, Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com CITY OF FEDERAL WAY HOME REPAIR PROGRAM (CDBG) HOMEOWNER LOAN AGREEMENT FINAL THIS LOAN AGREEMENT ( "Agreement ") is made this 9th day of March, 2016, between the CITY OF FEDERAL WAY, a municipal corporation ( "City "), and Valencia Claxton & Pansy Claxton ( "Borrowers "). RECITALS A. The CITY OF FEDERAL WAY is a municipal corporation and designated as an entitlement city in the United States Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) Program to carry out federal CDBG grants and programs. B. The CITY OF FEDERAL WAY has undertaken the administration and execution of various programs utilizing funds made available from the HUD, which have as their objective, the repair of owner - occupied housing (Home Repair Program) for qualifying low- and moderate - income persons and families residing in the city limits of Federal Way. C. The City is willing to provide the Borrowers a loan, to be used by the Borrowers for repair work at the Borrower's property located at 30218 29th Ave S, Federal Way, King County, Washington ( "Property "), and more particularly described in Exhibit A attached hereto. The amount and terms of the loan are specified in the Promissory Note found in Exhibit B, and by this reference made a part hereof. AGREEMENT In consideration of the mutual promises herein, the Borrowers and the City agree as follows: 1. Total Rehabilitation Cost. The total cost of rehabilitation for this property is $5,685.10, which includes costs, fees, and expenses listed in paragraph 6 of this Loan Document. Of this, $5,685.10 is a loan, as provided herein and subject to the Promissory Note and the Deed of Trust attached hereto as Exhibit C. 2. Loan. The City agrees to make, and the Borrowers agree to take the Loan as provided herein. The Borrowers agree to have the Loan proceeds used to complete the work in accordance with all applicable code requirements and work plans described in the Homeowners & Contractor Agreement for Housing Repair Program attached hereto as Exhibit D. The loan will be evidenced by a Promissory Note (the "Note ") to be executed by the Borrowers. HRP Homeowners Loan Agreement 1 01/2016 CIT F Y O Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www c,tyoffederalway com 3. Purpose of Loan. The Loan is to be used exclusively in connection with the repair of the Property in accordance with the objectives of the Home Repair Program and the applicable guidelines thereof. 4. Security. a) Deed of Trust. As a security for the Note, Borrowers shall make, execute, and deliver to the City, as Beneficiary, a Deed of Trust on the Property in form and substance satisfactory to the City in the full amount of the Loan. This Deed of Trust shall be subject to the following: i. A Deed of Trust to Bank of America, N.A. in the principal amount of One hundred fifty six thousand two hundred twenty -six and 00 /100 Dollars ($156,226.00), recorded August 4, 2006, under King County Auditor's File No.20060804000726; and ii. A Deed of Trust to Bank of America, N.A. in the principal amount of Seventy nine thousand eight hundred ninety -eight and 00 /100 Dollars ($79,898.00), recorded March 20, 2007, under King County Auditor's File No.20070320001055; and iii. A Mortgage to King County in the principal amount of Twenty six thousand six hundred sixty -nine and 84/100 Dollars ($26,669.84), recorded March 20, 2007, under King County Auditor's File No.20060628000160; and A Judgment to Midland Credit Management in the principal amount of Eight thousand three hundred ninety -four and 85/100 Dollars ($8,394.85), recorded February 12, 2004, under King County Auditor's File No. 20040225000518; and iv. Such additional encumbrances as the City may hereafter approve or waive in writing. b) Title and Fire Insurance. Borrower shall, at Borrower's expense, furnish the City with an acceptable Mortgagee's Prime Title Insurance Policy insuring the City in the amount of $6,218.47 and shall provide and maintain fire and extended coverage insurance on the Property in the amount of Six thousand two hundred eighteen and 47/100 dollars ($6,218.47), naming the City as the beneficiary and additional loss payee, as its interests may appear and requiring the City be given thirty (30) days prior notice of any cancellation thereof. 5. Loan Proceeds. a) Upon execution of the Note and recording of the Deed of Trust and other required security instruments, and the satisfaction of any other conditions precedent applicable to the Loan disbursement, the Loan proceeds will be disbursed in accordance with this Agreement. The Borrowers has no right to the monies, other than to have the same disbursed in accordance with the terms of this agreement. The Loan will be disbursed in one payment as required under this Agreement (refer to Homeowner /contractor agreement Exhibit D) on disbursement requests approved by the Borrowers and the City. b) The Borrowers shall allow the Work to be accomplished through a licensed General Contractor (Contractor) pursuant to a written contract (Contract) with the Contractor, in form provided by the HRP Homeowners Loan Agreement 2 01/2016 CITY OF . Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway corn City, and through such written subcontracts as may be let by the Contractor with the prior concurrence of the City. The proceeds of the Loan shall be used only as necessary for payment of costs and expenses incurred in connection with administration of the loan and for payment of indebtedness incurred for labor performed and materials incorporated into the Work. Disbursements shall be made upon certification of completion of the Work. c) Before making any disbursements, the City shall be entitled to receive a true and correct statement of all costs incurred for the labor performed and materials ordered and/or delivered and shall have the right to inspect all records, books and accounts relating to the Work. The City may require lien waivers, releases, or receipts from the Contractor substantiating payment for all work, services, and labor performed and materials supplied. d) The City shall make any such payments to the Contractor engaged in rendering labor or materials in connection with the Work. e) Requests for payment shall be made through the City on forms acceptable to the City. f) No assignment may be made of any City Loan funds to be disbursed hereunder or of any rights of the Borrower under this Agreement, except upon prior written consent of the City. g) All change orders shall be subject to approval of the City prior to execution by the Borrowers and the Contractor. If, as a result of the discovery of latent defects, or unforeseen conditions or health and safety hazards, it is necessary to make a change order or orders which exceed the original Contract price, the City has the right, at its option, and after consultation with the Borrower(s), to reevaluate the scope of assistance to be provided and, in conjunction therewith, order the elimination or reduction of certain work items set forth in the work schedule or work write -up, or increase the amount of the loan. h) These requirements are for the benefit of the City, and the City, as its option, shall have the right to waive such requirements. 6. Loan Documents; Fees. The Borrowers shall execute at or prior to closing such documents, in form and content satisfactory to the City, including but not limited to, the Note, the Deed of Trust, this Agreement, and the Contract (collectively called "Loan Documents "). The Borrowers shall be responsible for all of the City's costs in connection with the closing of the Loan, including, without limitation, recording fees, escrow fees, attorney's fees, loan fees, and other expenses associated with the Loan. Such fees are in addition to the cost for the Work and shall be added to the financial amount of the Loan and included in the total amount shown on and due in the Note. 7. Loan Repayment. Borrowers agree to repay the full loan amount in accordance with the terms of the Promissory Note attached as Exhibit C. 8. Cancellation of Commitment; Acceleration. HRP Homeowners Loan Agreement 3 01/2016 CITY F O Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com a) At its option, the City reserves the right to cancel the Loan and terminate its obligation hereunder and under any other Loan Documents evidencing the Loan if, for a period of sixty (60) days from the date of execution of the this Agreement and Note, the Borrowers shall have failed or refused to cause the commencement of the Work, or if the Borrowers shall have failed or refused to allow completion the Work within a reasonable time as determined by the City, after commencing the Work. The City shall exercise this cancellation by sending written notice thereof to the Borrowers at their mailing address set forth below. The City's failure to exercise this right of cancellation shall not be deemed a waiver thereof as long as the work remains incomplete. b) The entire principal amount of the Note, and any other amounts secured by the Deed of Trust, shall become due and payable, at the option of the City, upon the Borrower's breach of, or failure to comply with, any covenant, agreement, term, or condition contained in this Agreement or any of the Loan Documents, or upon the occurrence of any of the following: i. An event of default as specified in the Note; ii. Failure to complete the Work within the sixty days specified in paragraph 8a as determined by the City; and iii. Borrower's death or if Borrower is a spouse or partner forming an acknowledged relationship, the death of both individuals. 9. Bidding Process. The City will acquire formal bids for Work to be completed and award the bid to the best - qualified low bidder. The successful bidder will be required to execute a Contract Agreement with the City. The Borrower will be required to execute a Contractor Agreement for the Housing Repair Program with the Contractor. 10. Accomplishment of Work. a) The Borrowers shall allow a licensed general contractor to carry out all Work specified in the approved bids. Borrowers specifically agree to approve all Work that, in the good faith opinion of the Contractor and the City, has been accomplished in accordance with generally accepted construction industry standards. b) The Borrowers agree that the Contractor will be paid only for the Contractor's actual cost of performing the Work. The Borrowers represent and warrant that the Borrowers will require the Contractor to so agree and provide such documentation as the City may reasonably require showing that the Contractor does not receive any payment in excess of the Contractor's approved contract amount for the completion of the Work. 11. Inspection of the Work. The City will have the right to inspect the Work at all reasonable times for the purpose of ascertaining whether the Work is in accordance with the requirements of the Contract and applicable laws and codes. The City, in order to protect its interest and the interest of the general public, will endeavor to bring to the attention of the Borrower and the Contractor work which is not performed in accordance with the Contract and applicable codes. It is understood and agreed that neither the City, nor their respective agents or employees shall be responsible for the HRP Homeowners Loan Agreement 4 01/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway corn Borrower's or Contractor's failure to perform the work in accordance with the Contract, or for the acts or omissions of the Borrower(s), the Contractor, subcontractors, any of their agents or employees, or any others performing any work. The Borrowers shall take all steps necessary to assure that the City or its designee is permitted to examine and inspect the Work and all contracts, materials, equipment, payrolls, and conditions of employment pertaining to the Work, including all relevant data and records. 12. Warranty for Work. The Borrowers will require that the contractor give to the Borrowers and the City a one (1) year unconditional warranty of the labor and materials used in the Work, on such forms as the City shall designate. 13. Records. The Borrowers agree to keep such records as may be required by HUD regarding the Work and agree to keep such records as may be required by HUD or the City. The Borrowers will, at any time during normal business hours, and as often as the Secretary of HUD or an authorized representative of the City, may deem necessary, permit the Secretary and/or City officials, to have full and free access to the Borrowers records with respect to the utilization of the proceeds of the Loan, and will permit the Secretary and /or City Officials, to audit, examine and make excerpts or transcripts from Borrower's records and to review, inspect and make audits of all Work, contracts, invoices, materials, payrolls, records of personnel, conditions of employment, books of record and other documented data pertaining to the Loan and grant and Work. 14. Compliance with Applicable Laws and Requirements. In the performance of this Agreement and the completion of the Work, the Borrowers shall comply, in all material respects with applicable Federal and State laws, orders, rules and regulations as determined by HUD or other agency having jurisdiction thereof, and the Borrowers shall defend, protect and save harmless the City, their officers and employees, from and against all claims, suits, and actions, liability, loss, damage and expense arising from any failure of the Borrowers or their architect, agent, contractor or subcontractors to comply with the same. Any such requirement under the applicable federal grant agreement, is required to be set forth in this Agreement is by this reference incorporated herein as though fully set forth at this point. 15. Limit of Liability, Property Maintenance, and Recapture Provisions. a) Limit of Liability. All liability and obligation of the City arising pursuant to this Agreement and any payment to be made by the City pursuant to this Agreement shall be satisfied exclusively and solely from federal funds made available for such purpose, and no creditor or other person or entity of whatever nature shall have any recourse to the assets, credits, or services of the City by reason of any liability or obligation arising out of this Agreement, and neither this Agreement nor any Note, Loan, or other documents hereunder shall constitute a debt or indebtedness of the City within the meaning of any constitutional, statutory, local, or charter provision. b) Borrowers agree: HRP Homeowners Loan Agreement 5 01/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www atyoffederalway com i. Keep in Good Condition. To keep the property in good condition and repair; to complete any building, structure, or improvement being built or about to be built thereon; to restore promptly any building, structure, or improvement thereon which may be damaged or destroyed; and to comply with all laws, ordinances, regulations, covenants, conditions, and restrictions affecting the property. ii. Insurance. To keep all buildings now or hereafter erected on the property described herein continuously insured against loss by fire in an amount not less than the total debt represented by this Loan Agreement. iii. Pay Taxes and Other Obligations. To pay before delinquent all lawful taxes, assessments, insurance premiums, liens, encumbrances, obligations and other charges against or secured by the property. iv. Recapture Provisions. 1. Superior Interest. If the interest of the Borrowers and City is subordinate to a superior interest enforceable against the property, including but not limited to taxes and any interest secured by a prior Deed of Trust, and if there should be a sale based upon non - payment of taxes, or foreclosure or transfer in lieu of foreclosure based upon a default in the obligation secured by the prior Deed of Trust, or any other seizure of the property in satisfaction of a superior interest, then in that event the Borrowers' obligation to repay this loan is reduced and shall not exceed the amount of the net proceeds available to the Borrowers after the sale, foreclosure, or transfer in lieu of foreclosure. 2. CITY OF FEDERAL WAY's Interest. If the Borrowers default in any obligation due the City, and the City begins a non judicial foreclosure and conducts a trustee's sale or accepts a deed or transfer in lieu of foreclosure, then in that event the Borrowers' obligation to repay this loan is reduced and shall not exceed the amount of the net proceeds available to the Borrowers after the sale or transfer in lieu of foreclosure. 16. Waiver of Personal Liability of Individuals. No member or employee of the City shall be personally liable to the Borrowers or any successor in interest in the event of any default or breach by the City, for any amount which may become due to the Borrowers or successor, or on any obligation under the terms of this Agreement. 17. Notices and Demands. Any notice or demand which either party hereto is required or desires to give to or make upon the other shall be in writing and shall be delivered or made by United States registered or certified mail, return receipt requested, postage repaid, addressed in the case of the City to: HRP Homeowners Loan Agreement 6 01/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www crtyoffederalway com CITY OF FEDERAL WAY Community Development Department - CDBG 33325 8th Ave South Federal Way, WA 98003 And addressed in the case of the Borrowers to: Valencia Claxton & Pansy Claxton 30218 29th Ave S Federal Way, WA 98003 subject to the right of any such party to designate a different address by notice similarly given. Any notice or demand so sent shall be deemed to have been given or made when delivered as evidenced by the return receipt. 18. Successor and Assigns. The terms of this Agreement shall be binding upon the parties hereto, their respective successors and assigns; it being agreed, however, the Borrowers shall not assign or transfer any of their rights, duties, benefits, obligations, liabilities, or responsibilities under this Agreement without the express written consent of the City. 19. Conditions Precedent to the Obligation of the City to Provide Funds. The obligation of the City to provide or release any portion of the Loan funds under this Agreement shall, subject to such other terms and conditions of the Agreement as may be applicable thereto, also be contingent upon: a) Approval and execution of all Loan Documents relating to this Loan. b) Submission by the Borrowers of a copy of the Contract between the Borrowers and the Contractor for the work, which Contract shall bind the Contractor to complete the work at a cost not to exceed the amounts specified in such Contract. c) Receipt by the City of the ALTA Mortgagee's policy of Title Insurance as required by this Agreement. At the City's option, but at the Borrowers expense, the City may request the Title Company to endorse its policy of Title Insurance at and as of the date of any disbursement by the City of Loan proceeds. d) Submission to the City as required by this Agreement of such forms of insurance policies in form acceptable to the City, including the City thereon as an additional insured as its interest may appear, which policies shall be continuously maintained at no cost to the City. e) Confirmation by the City that prior to the date of recording of the Deed of Trust no lienable work has been performed on, or materials delivered to or for the Property, or that all such work and materials have been fully paid for. IN WITNESS WHEREOF, the parties hereto have executed this document as of the day and year first written above. HRP Homeowners Loan Agreement 7 01/2016 CITY OF Federal Way LENDER: CITY OF FEDERAL WAY: Ji ► I - ell, Mayor APPROVED AS TO FORM: ()X City Attorney,.Am eafsall- BORROWERS: �lc� Sign ture Valencia Claxton 4x2) Printed Name CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www crtyoffederalway com ATTEST: lerk, Stephanie C ey, CMC Pansy Claxton Printed Name STATE OF WASHINGTON ) ) ss. COUNTY OF 16(11^t ) On this day personally appeared before me, Valencia Claxton & Pansy Claxton, to me known to be the individuals described in and who executed the foregoing instrument, and on oath swore that they executed the foregoing instrument as their free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN my hand and official seal this �•(NN C� phi Notary's signature _ Notary's printed name l —` 11 J °lc P1 h (_1.00 Notary Public in and for the State of Washington. My commission expires q/1-01/ d'01- ay of ,20/6 HRP Homeowners Loan Agreement 8 01/2016 Federal Way EXHIBIT A Legal Description CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com Lot 31, Steel Lake Glen, according to the plat thereof, recorded in Volume 115 of Plats, Pages 90 and 91, in King County, Washington. HRP Homeowners Loan Agreement 9 01/2016 CITY OF '"k6- Federal Way LENDER: CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www.cityoffederalway.com EXHIBIT B PROMISSORY NOTE City of Federal Way Housing Repair Program (HRP) City of Federal Way, a Municipal corporation 33325 8thAvenue South Federal Way, WA 98003 BORROWER: Valencia Claxton & Pansy Claxton, Homeowners HRP RESIDENCE: 30218 29th Ave South Federal Way, WA 98003 PRINCIPAL $5,333.75 AMOUNT: Fees: $351.35 Total $5,685.10 LOAN DATE: March 9, 2016 DUE DATE: The loan shall be due in accordance with the terms specified herein. In consideration for the mutual undertakings and covenants contained in this Promissory Note (the "Note "), Lender (also referred to hereinafter as the "City ") and Borrower agrees as follows: 1. Purpose for Loan. Borrower is eligible to participate in Lender's Housing Repair Program ( "HRP "), a program to assist eligible homeowners with home repair needs that maybe of an emergency nature due to unforeseen circumstances that require immediate action to protect the health and safety of its occupants, or that will improve the living conditions for the homeowner and enhance the surrounding neighborhood. The program is funded by Community Development Block Grant funds that have been made available to the City. Loan proceeds are being used to fund repairs and improvements at the borrower's principal residence ( "residence "). Borrower's application for a Housing Repair Program loan has been approved and the City is prepared to fund the loan upon Borrower's execution of the "Loan Documents," which include this Promissory Note, the Homeowner Loan Agreement, and a Deed of Trust. 2. Promise to Pay. For value received, on or before the Due Date, Borrower, including its assigns and successors, promises to pay Lender in lawful money of the United States of America, at Lender's principal place of business, or such other place as Lender may designate in writing from time to time, the Principal Amount listed above and, as shall have been advanced by Lender to or on behalf of Borrower under this Note, plus interest (in the event of Default) as provided in this Note. 3. Interest Rate. The unpaid Principal Amount shall bear interest at the rate of Zero Percent (0 %) per annum (the "Effective Interest Rate ") unless or until a Default. HRP Homeowners Loan Agreement 10 01/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www c,tyofederalway com 4. Payments. No payments will be required to be made on the Principal Amount unless or until a Default occurs. In the event of Default, the entire unpaid balance of the Principal Amount as of the date of Default shall immediately become due and payable and interest on the unpaid balance shall commence to accrue at the "Default Interest Rate" on the date of Default. 5. Repayment of loan. The loan is due upon sale of the property, quit claim deed, death of the borrower, or in the event of default, as defined in paragraph 7. 6. Occupancy/Use. The property must be the Borrowers primary residence, and cannot be used as a rental home. 7. Default. Upon the occurrence of any of the following events ( "Events of Default "), Lender, at its option, and without notice to Borrower, may declare the entire unpaid Principal Amount to be immediately due and payable: a. The Borrower rents out the home during the loan period. See Deed of Trust, paragraph 5.1. b. The Borrower fails to comply with City Codes and Land Use regulations. c. The Borrower no longer occupies the Residence as Borrower's primary residence; d. The Borrower sells the Residence or conveys the Residence in lieu of foreclosure, or forfeits the Residence in foreclosure, bankruptcy, or other insolvency proceeding; e. The Borrower makes, or is deemed to have made, any materially incorrect, false, fraudulent, or misleading representation, warranty, or certificate to the Lender, or makes, or is deemed to have made, any materially incorrect, false, fraudulent, or misleading representation in any statement or application to the Lender in connection with the Lender's consideration of Borrower's HRP application; f. The Borrower defaults under the terms of this Note or the Deed of Trust granted in connection herewith; g. The Borrower is enjoined, restrained, or in any way prevented by court order from continuing to reside in the Residence; h. Formal charges are filed against the Borrower under any federal, state, or municipal statute, law, or ordinance for which forfeiture of the Residence is a potential penalty, or the Residence is in fact so seized or forfeited; i. The Borrower fails to maintain the Residence, commits waste upon the Residence property, or allows the Residence or Residence property to become a nuisance; j. The Borrower: (i) makes an assignment for the benefit of creditors; (ii) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets; or (iii) commences, consents to the commencement or continuation of, or has commenced upon it, voluntarily or involuntarily, any proceeding under any bankruptcy, insolvency, or similar laws of any jurisdiction; k. The Borrower defaults under the Deed of Trust executed in connection with this Note, it being understood and agreed that this Note, Homeowner Loan Agreement, and the Deed of Trust shall be interpreted and construed as a single integrated agreement between Lender and Borrower; or 1. Borrower's death, or if Borrower is a spouse or partner forming an acknowledged relationship, the death of both individuals. m. Any event of default specified in the Deed of Trust. The term "Default Date" shall mean the date on which an Event of Default has occurred or the date Borrower is no longer entitled to cure the Event of Default under the terms of this Note. HRP Homeowners Loan Agreement 11 01/2016 414■_. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityotfederatway com 8. Default Interest Rate. Upon the occurrence of any Event of Default, the unpaid Principal Amount balance shall bear interest at the per annum interest rate for judgments provided by Washington law until the Note is satisfied in full. 9. Security. This Note is secured by and relates to a Deed of Trust of even date encumbering the Residence. 10. Default Remedies. Upon the occurrence of any Event of Default, Lender shall have and may exercise any one or more of the rights and remedies provided in this Note and the Deed of Trust relating to this Note. The remedies provided in this Note and Deed of Trust are cumulative to the full extent provided by law. 11. Application of Payments. All payments received on this Note shall first be applied against accrued and unpaid interest and "Costs and Fees" owed to Lender under this Note, and the balance against any unpaid Principal Amount. Borrower expressly assumes all risks of loss or delay in the delivery of any payments made by mail, and no course of conduct or dealing shall affect Borrower's assumption of these risks. 12. Costs and Fees. Borrower agrees to pay all of Lender's costs incurred in the collection, modification, review, monitoring, or termination of this Note, including actual attorney fees and those incurred in any foreclosure, bankruptcy, or other similar insolvency proceeding. 13. No Waiver. Acceptance by Lender of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and Lender's acceptance of any such partial payment shall not constitute a waiver of Lender's right to receive the entire amount due. 14. Consent. Borrower hereby jointly and severally: (a) waives presentment for payment, demand, notice of non - payment, notice of protest, or protest of this Note; (b) waives Lender's diligence in collection or bringing suit; and (c) waives consent to any and all extensions of time, renewals, waivers, or modifications as may be granted by Lender with respect to payment or any other provisions of this Note. The liability of the Borrower under this Note shall be absolute and unconditional, without regard to the liability of any other party. 15. Governing Law and Venue. This Note shall be interpreted, construed, and governed by, and in accordance with, the laws of the State of Washington. Venue for any action commenced by Borrower or Lender to interpret or enforce this Note or the Deed of Trust shall be in the Superior Court of the State of Washington, For King County, at the Maleng Regional Justice Center, Kent, Washington. 16. Entire Agreement. Except as otherwise expressly provided in this Note, the Homeowner Loan Agreement, this Note, and the Deed of Trust constitute the entire agreement of the Borrower and the Lender relating to its subject matter. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. HRP Homeowners Loan Agreement 12 01/2016 CITY OF ...,� Federal Way Agreed to and accepted by: LENDER: CITY OF FEDERAL WAY Jim ell, Mayor APPROVED AS TO FORM: eXL City Attorney, Am y o Pearsall BORROWERS: )4AA Sign furs Valencia Claxton Printed Name STATE OF WASHINGTON ) ) ss. COUNTY OF CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityofedera/way com ATTEST: Ci 1brk, Stephanie Courtn MC Signature Pansy Claxton Printed Name On this day personally appeared before me, Valencia Claxton & Pansy Claxton, to me known to be the individuals described in and who executed the foregoing instrument, and on oath swore that they executed the foregoing instrument as their free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN my hand and official seal this da N1114..11/ sit/ Notary's signature �oN'A � Notary's printed name OF �'Wti.C_ , 20A, s . 1f 0tA4 �,,, /. Notary Public in and for the State of Washington. _ • _ My commission expires =z' i N '� gUB�\14 ,tom - ii /Ili OF WAS \�.`� 111%%% \ \\‘‘sN\ HRP Homeowners Loan Agreement 13 01/2016 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Federal Way 33325 8th Ave S Federal Way, WA 98003 -6325 Attn: Jeri-Lynn Clark EXHIBIT C DEED OF TRUST Property Address: 30218 29th Ave S, Federal Way, WA 98003 Grantor (s): Claxton, Valencia & Claxton, Pansy Beneficiary: CITY OF FEDERAL WAY, a Washington Municipal Corporation Property Legal Description (abbreviated): Lot 31, Steel Lake Glen Complete Legal Description indicated below. Assessor's Tax Parcel ID#(s): 798380 -0310 THIS DEED OF TRUST IS DATED March 9, 2016, between Valencia Claxton & Pansy Claxton, (referred to below as "Grantor "), whose address is 30218 29th Ave S, Federal Way, WA 98003; CITY OF FEDERAL WAY, whose address is 33325 8th Ave S, Federal Way, WA 98003 (referred to below as "Lender"); and First American Title whose mailing address is 33600 6th Ave S #105, Federal Way, WA 98003 (referred to below as "Trustee "). 1. CONVEYANCE AND GRANT. For valuable consideration, Grantor irrevocably grants, bargains, sells and conveys to Trustee in trust, with power of sale and for the benefit of Lender as Lender, all of Grantor's estate, rights, title and interest, now owned or hereafter acquired, in and to the following real property located at 30218 29'h Ave S in King County, Washington, and legally described below, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances; all water, water rights and ditch rights (including stock in utilities with ditch and irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters (collectively "Real Property "). The Real Property legal description is: Lot 31, Steel Lake Glen, according to the plat thereof, recorded in Volume 115 of Plats, Pages 90 and 91, in King County, Washington. 2. DEFINITIONS. The following words shall have the following meanings when used in this Deed of Trust. Terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in Lawful money of the United States of America. • Deed of Trust means this Deed of Trust among Grantor, Lender, and Trustee. • Grantor means any and all persons and entities executing this Deed of Trust, including without limitation Valencia Claxton & Pansy Claxton. • Homeowner Loan Agreement means that agreement between the Grantor and the Lender for funds used in connection with home repairs for the property that is the subject of this Deed of Trust. • Improvements means and includes without limitation all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. • Indebtedness means indebtedness of Grantor to Lender, including all principal and interest payable under the Note and any amounts expended or advanced by Lender to discharge obligations of Grantor or expenses incurred by Trustee or Lender to enforce obligations of Grantor under this Deed of Trust, together with interest on such amounts as provided in this Deed of Trust. The word "Indebtedness" also includes all renewals, modifications, extensions, future advances or increases in the amount of the Note. • Lender means the City of Federal Way, its successors and assigns. • Note means the Promissory Note dated, March 9, 2016, in the original principal amount of $5,685.10 from Grantor to Lender, together with all renewals, extensions, modifications, refinancing, and substitutions for this Note. • Property means collectively the Real Property. • Real Property means the property, interests and rights described above in the "Conveyance and Grant" section. • Related Documents means and includes without limitation the Homeowner Loan Agreement, all promissory notes, Housing Repair Program applications and disclosures, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. • Trustee means First American Title and any substitute or successor trustees. THIS DEED OF TRUST IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THIS DEED OF TRUST AND OTHER RELATED LOAN DOCUMENTS. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS. 3. PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Grantor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Grantor's obligations under the Note, this Deed of Trust, and the Related Documents. 4. FORBEARANCE BY LENDER NOT A WAIVER. Extension of the time for payment or modification of the sums secured by this Deed of Trust granted by Lender to any successor in interest of Grantor shall not operate to release the liability of the original Grantor or Grantor's successors in interest. Lender shall not be required to commence proceedings against any successor in interest or refuse to extend time for payment or otherwise modify the sums secured by this Deed of Trust by reason of any demand made by the original Grantor or Grantor's successors of interest. Any forbearance by Lender in exercising any right or remedy as provided in the Note or otherwise shall not be a waiver of or preclude the exercise of any right or remedy. 5. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions: 5.1 Possession and Use. Grantor shall occupy, establish and use the Property as Grantor's principal residence for a minimum of 12 continuous months prior to and at the time of execution of this Deed of Trust. The Grantor acknowledges that this Property is subject to certain land use and occupancy requirements, as provided in the Homeowner Loan Agreement and the Promissory Note, which shall be executed concurrently with the Deed of Trust. The Promissory Note restricts the Grantor's ability to rent the Property. 5.2 Duty to Maintain. Grantor shall not destroy, damage, or impair the Property, allow the Property to deteriorate, or commit waste on the Property. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. 5.3 Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without the prior written consent of Lender. As a condition to the removal of any Improvements, Lender may require Grantor make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. 5.4 Lender's Right to Enter. Lender and its agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interest and to inspect the Property for purposes of Grantor's compliance with the terms and conditions of this Deed of Trust. Lender shall give Grantor notice at the time of or prior to an inspection specifying reasonable cause for the inspection. 5.5 Forfeiture Action. Grantor shall be in default if any forfeiture action or proceeding, whether civil or criminal, is begun that in Lender's good faith judgment could result in the forfeiture of the Property or otherwise materially impair the lien credited by this Deed of Trust. Grantor may cure such a default and reinstate, as provided in paragraph 13.11, by causing the action or proceeding to be dismissed with a ruling that, in Lender's good faith determination, precludes forfeiture of the Grantor's interest in the Property or other material impairment of the lien created by this Deed of Trust. 5.6 False Application. Grantor shall be in default if Grantor, during the application process or during the period governed by the Housing Repair Program, gave materially false or inaccurate information or statements to Lender (or failed to provide Lender with any material information) in connection with the loan evidenced by the Note, including, but not limited to, representations concerning (i) Grantor's occupancy of the Property as a principal residence, and (ii) Grantor's income;. 5.7 Hazardous Substances. Grantor shall not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances on or in the Property. Grantor shall not do, nor allow anyone else to do, anything affecting the Property that is in violation of any Environmental Law. The preceding two sentences shall not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal residential uses and to maintenance of the Property. 5.8 Environmental Cleanup. Grantor shall promptly comply with all statutes, regulations, and ordinances which apply to Grantor or to the Property and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction which Grantor is bound by, relating to the use, collection, storage, treatment, control, removal or cleanup of hazardous or toxic substances in, on or under the Property or in, on or under any adjacent property that becomes contaminated with hazardous or toxic substances as a result of construction, operations or other activities on, or the contamination of, the Property, at Grantor's expense. Lender may, but is not obligated to, enter upon the Property and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest as Lender; and whether or not Grantor has actual knowledge of the existence of hazardous or toxic substances in, on or under the Property or any adjacent property as of the date hereof, Grantor shall reimburse Lender prior to Lender acquiring title to the Property through foreclosure or deed in lieu of foreclosure, in connection with such compliance activities. 5.9 Duty to Protect. Grantor agrees neither to vacate, abandon nor leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property as Grantor's principal residence are reasonable necessary to protect and preserve the Property. 5.10 Agricultural Use. Grantor agrees that the Property is not used principally or primarily for agricultural or farming purposes. 6. SALE OR TRANSFER. The following provisions relating to the sale or transfer of the Property are a part of this Deed of Trust. 6.1 Transfer of Property. If the Property or any part thereof, or any interest of the Grantor therein, is sold, leased or otherwise transferred, including any voluntary or involuntary transfer, or transfer by operation of law, upon death of the Borrower or the Borrower ceasing to physically occupy the property as Borrower's principal residence, excluding however (a) the creation of a lien or encumbrance on the property subordinate to the Deed of Trust, (b) the creation of a purchase money security interest for household appliance, or (c) a transfer by gift, devise, descent or operation of law to a surviving spouse, or to a co- borrower if the Borrower is more than one individual; then Lender may declare all sums secured by the Deed of Trust immediately due and payable. This provision shall apply to each and every sale, transfer, conveyance or encumbrance, regardless of whether or not Lender has consented or waived its rights, whether by action or inaction, in connection with any previous sale, transfer, conveyance or encumbrance, whether one or more. 6.2 Grantor Notice. If Lender exercises this option, Lender shall give Grantor and any Senior Lien Holder(s) prior written notice of acceleration. This notice shall provide a period of not less than 30 days from the date the notice is delivered or mailed within which Grantor must pay all sums secured by this Deed of Trust. If Grantor fails to pay these sums prior to the expiration of this period, Lender may invoke any remedy permitted by this Deed of Trust without further notice or demand on Grantor. 6.3 Senior Lien Holder(s) Notice. Notwithstanding Lender's right to invoke any remedy hereunder, Lender agrees that is will not commence foreclosure proceedings or accept a deed in lieu of foreclosure, or exercise any other rights or remedy hereunder until it has given any Senior Lien Holder(s) at least 60 days' prior written notice. 7. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are a part of this Deed of Trust. 7.1 Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of taxes and assessments not due and except as otherwise provided in this Deed of Trust. 7.2 Evidence of Payment. Grantor shall, upon demand, furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the property. 73 Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials. Grantor will, upon request of Lender, furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. 8. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust. 8.1 Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurance value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form reasonably satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days' prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property at any time become located in an area designated by the Director of the Federal Emergency Management Agency (FEMA) as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance for the full unpaid principal balance of the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. 8.2 Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or replacement exceeds $5,000.00. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Upon the election of Lender, Lender may receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner reasonably satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Deed of trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid without interest to Grantor as Grantor's interest may appear. 8.3 Unexpired Insurance at Sale. Any unexpired insurance shall inure to the benefit of, and pass to, the purchaser of the Property covered by this Deed of Trust at any trustee's sale or other sale held under the provisions of this Deed of Trust, or at any foreclosure sale of such Property. 8.4 Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on each existing policy of insurance showing: (a) the name of the insurer; (b) the risks insured; (c) the amount of the policy; (d) the property insured, the then current replacement value of such property, and the manner of determining that value; and (e) the expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser reasonably satisfactory to Lender determine the cash value replacement cost of the Property. 9. EXPENDITURES BY LENDER. If Grantor fails to comply with any provision of this Deed of Trust, or if any action or proceeding is commenced that would materially affect Lender's interests in the Property, Lender on Grantor's behalf may, but shall not be required to, take any action that Lender reasonably deems appropriate. Any amount that Lender expends in so doing will bear interest at the rate provided for in the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses, at Lender's option, will (a) be payable on demand, (b) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (i) the term of any applicable insurance policy or (ii) the remaining terms of the Note, or (c) be treated as a balloon payment which will be due and payable at the Note's maturity. This Deed of Trust also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or remedies to which Lender may be entitled on account of the default. Any such action by Lender shall not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had. 10. COMPLIANCE WITH LAWS. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. 11. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Deed of Trust. 11.1 Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or, by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all reasonable costs, expenses, and attorneys' fees incurred by the Trustee or Lender in connection with the condemnation, and subject to the terms of the First Mortgage or Deed of Trust. 11.2 Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice all at Grantor's expense, and Grantor will deliver or cause to be delivered to Lender such instruments as may be requested by it from time to time to permit such participation. 11.3 Abandonment. If the Property is abandoned by Grantor, or if, after notice by Lender to Grantor that the condemner offers to make an award or settle a claim for damages, and Grantor fails to respond to Lender within 30 days after the date the notice is given, Lender is authorized to collect and apply the proceeds, at its option, either to restoration or repair of the Property or to the sums security by this Deed of trust, whether or not then due. 12. DEFAULT. Each of the following, at the option of the Lender shall constitute an event of default ( "Event of Default ") under this Deed of Trust: 12.1 Default on Indebtedness. Failure of Grantor to make any payment when due on the Indebtedness or failure to perform any material obligation under the Note. 12.2 Default on Other Payments. Failure of Grantor within the time required by this Deed of Trust to make any payment for taxes or insurance, or any other payment necessary to prevent failing of or to effect discharge of any lien. 12.3 False Statements. Any warranty, representation, or statement made or furnished to Lender by or on behalf of Grantor under this Deed of Trust, the Note or any Housing Repair Program application or disclosure document is false or misleading in any material respect, either now or at the time made or furnished. 12.4 Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure of any collateral documents to create a valid and perfected security interest or lien) at any time and for any reason. 12.5 Foreclosure, Forfeiture, etc. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self -help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any of the Property. However, this subsection shall not apply in the event of a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the foreclosure or forfeiture proceeding, provided that Grantor give Lender written notice of such claim and furnishes reserves or a surety bond for the claim satisfactory to Lender. 12.6 Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender, including but not limited to the Note, that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Grantor to Lender, whether existing now or later. 13. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Trustee or Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: 13.1 Accelerate Indebtedness. Lender shall have the right at its option to declare the entire Indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to pay. 13.2 Foreclosure. With respect to all or any part of the Real Property, the Trustee shall have the right to exercise its power of sale and to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. 13.3 Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding or pending foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. 13.4 Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall at Lender's option either (a) pay a reasonable rental for the use of the Property, or (b) vacate the Property immediately upon the demand of Lender. 13.5 Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or by law. 13.6 Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Property or of the time after which any private sale or other intended disposition of the Property is to be made. Reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition. 13.7 Sale of Property. To the extent permitted by applicable law, Grantor hereby waives any and all rights to have the Property marshaled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. 13.8 Waiver, Election of Remedies. A waiver by any party of a breach of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party's rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy provided in this Deed of Trust, the Note, in any Related Document, or provided by law shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Deed of Trust after failure of Grantor to perform shall not affect Lender's right to declare a default and to exercise any of its remedies. 13.9 Attorney's Fees, Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorney's fees at trial on any appeal. Whether or not any court action is involved, all reasonable expenses incurred by Lender which in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorney's fees whether or not there is a lawsuit, including attorney's fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. 13.10 Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this Section. 13.11 Grantor's Right to Reinstate. If Grantor meets certain conditions, Grantor shall have the right to have enforcement of this Deed of Trust discontinued at any time prior to the earlier of (a) five (5) days, or such other period as applicable law may specify for reinstatement, before sale of the Property pursuant to any power of sale contained in this Deed of Trust; or (b) entry of a judgment enforcing this Deed of Trust. Those conditions are that the Grantor: (a) pays Lender all sums which then would be due under this Deed of Trust and the Note as if no acceleration had occurred; (b) cures any default of any other covenants or agreements; (c) pays all expenses incurred in enforcing this Deed of Trust, including, but not limited to, reasonable attorney's fees; and (d) takes such action as Lender may reasonably require to assure that the lien of this Deed of Trust, Lender's rights in the Property and Grantor's obligation to pay the sums secured by this Deed of Trust shall continue unchanged. Upon reinstatement by Grantor, this Deed of trust and the obligations secured hereby shall remain fully effective as if no acceleration had occurred. However, this right to reinstate shall not apply in the case of acceleration under paragraph 5. 14. POWERS AND OBLIGATIONS OF THE TRUSTEE. The following provisions relating to the powers and obligation of Trustee (pursuant to Lender's instructions) are part of this Deed of Trust. 14.1 Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Grantor: (a) join in preparing and filing a map or plat of the Real Property, including the dedication of streets or other rights to the public; (b) join in granting any easement or creating any restriction on the Real Property; and (c) join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust. 14.2 Obligations to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien, or of any action or proceeding in which Grantor, Lender, or Trustee shall be a party, unless required by applicable law, or unless the action or proceeding is brought by Trustee. 14.3 Trustee. Trustee shall meet all qualifications required for trustee under applicable law. In addition to the rights and remedies set forth above with respect to all or any part of the Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. 14.4 Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor trustee to any Trustee appointed hereunder by an instrument executed and acknowledged by Lender and recorded in the office of the recorder for the County in which the Real Property is located. The successor trustee, without conveyance of the Property, shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by applicable law. This procedure for substitution of trustee shall govern to the exclusion of all other provisions for substitution. 15. NOTICES TO GRANTOR AND OTHER PARTIES. Subject to applicable law, and except for notice required or allowed by law to be given in another manner, any notice under this Deed of Trust shall be in writing, may be sent by telefacsimile (unless otherwise required by law), and shall be effective when actually delivered, or when deposited with a nationally recognized overnight courier, or, if mailed, shall be deemed effective when deposited in the United States mail first class, certified or registered mail, postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender's address, as shown near the beginning of this Deed of Trust. Nothing contained in this Section 15, shall be interpreted or construed as consent of Lender to Grantor's change of residence or a waiver of Grantor's promise and obligation to occupy of the Property. 16. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: 16.1 Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire and final understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties should be to be charged or bound by the alteration or amendment. 16.2 Applicable Law. This Deed of Trust has been delivered to Lender and accepted by Lender in the State of Washington. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of Washington. 16.3 Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. 16.4 Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. 16.5 Successors and Assigns Bound; Joint and Several Liability; Co- signers. The covenants and agreements of this Deed of Trust shall bind and benefit the successors and assigns of Lender and Grantor, subject to the provisions of paragraph 6. Grantor's covenants and agreements shall be joint and several. Any Grantor who co -signs this Deed of Trust, but does not execute the Note: (a) is co- signing this Deed of Trust only to mortgage, grant and convey the Grantor's interest in the Property under the terms of this deed of Trust; (b) is not personally obligated to pay the sums secured by this Deed of Trust; and (c) agrees that Lenders and any other Grantor may agree to extend, modify, forbear or make any accommodations with regard to the terms of this Deed of Trust or the Note without the Grantor's consent. All obligations of Grantor under this Deed of Trust shall be joint and several, and all references to Grantor shall mean each and every Grantor. This means that each of the persons signing below is responsible for all obligations in this Deed of Trust. 16.6 Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Deed of Trust in all other respects shall remain valid and enforceable. 16.7 Successor and Assigns. Subject to the limitations stated in this Deed of Trust on transfer of Grantor's interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Deed of Trust or liability under the Indebtedness. 16.8 Grantor's Copy. Grantor shall be given a copy of the Note, of this Deed of Trust. 16.9 Waivers and Consents. Lender shall not be deemed to have waived any rights under this Deed of Trust (or under the Related Documents) unless such waiver is in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by any party of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party's right otherwise to demand strict compliance with that provision or any other provision. No prior waiver by Lender, not any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or any of Grantor's obligations as to any future transactions. Whenever consent by Lender is required in this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required. 16.10 Applicability. This Deed of Trust applies to, inures to the benefit of, and is binding not only on the parties hereto, but on their heirs, devisees, legatees, administrators, executors, successors and assigns. The term Lender shall mean the holder and owner of the Note secured hereby, whether or not named as Lender herein. EACH GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND EACH GRANTOR AGREES TO ITS TERMS. GRANTOR(S): OA,i24/14X4-- Signature Valencia Claxton Printed Name STATE OF WASHINGTON COUNTY OF ) ss. Signature Pansy Claxton Printed Name On this day personally appeared before me, Valencia Claxton & Pansy Claxton, to me known to be the individual(s) described in and who executed the foregoing instrument, and on oath swore that they executed the foregoing instrument as their free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN my hand and official seat this -LYNN / i Notary Signature _ ,;,ss o y C/y 1 / /,, Notary Printed Name ame or dpi m A f, - ';:i. Notary Public in and for the Stag of Washington. My commission expires 112A111- II RETURN TO: Jeri -Lynn EXT: 2401 CITY OF FEDERIW WAY LAW DEPARTMEN'1 OUTING FORM 1. ORIGINATING DEPT./DIV: COMMUNITY SERVICES 2. ORIGINATING STAFF PERSON: JERI -LYNN CLARK 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE ❑ CONTRACT AMENDMENT (AG #): ❑ OTHER EXT: 2401 3. DATE REQ. BY: ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ MAINTENANCE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ RESOLUTION ❑ INTERLOCAL 5. PROJECT NAME: HOUSING REPAIR PROGRAM DEED OF TRUST, PROMISSORY NOTE, LOAN AGREEMENT, & HOMEOWNER/CONTRACTOR AGREEMENT 6. NAME OF CONTRACTOR: VALENCIA CLAXTON & PANSY CLAXTON - FRONT PORCH REPAIR ADDRESS: 30218 29TH AVE S, FEDERAL WAY, WA 98003 TELEPHONE 253- 839 -1554 E -MAIL: FAX: SIGNATURE NAME: VALENCIA CLAXTON & PANSY CLAXTON TITLE: OWNER 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: 3/c1/11p COMPLETION DATE ('17 @ �C 0r *Re . 9. TOTAL COMPENSATION $ 6,775.85 (INCLUDE EXPENSES AND SALES TAX, IF ANY) j (W CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT /CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW 11. COUNCIL APPROVAL (IF APPLICABLE) 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR * *THEY PAY US ** ■i,,,pD 'TE • V WED gfilMWM INITIAL / DATE APPROVED COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSE, EXHIBITS INIT)AL TATE SIGNED ❑ LAW DEPARTMENT ❑ CHIEF OF STAFF SIGNATORY (MAYOR OR DIRECTOR) CITY CLERK ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: Please review the changes made to the HRP Deed of Trust and Promissory Notes. CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www atyoffederaiway com CITY OF FEDERAL WAY HOME REPAIR PROGRAM (CDBG) HOMEOWNER LOAN AGREEMENT THIS LOAN AGREEMENT ( "Agreement ") is made this 9th day of March, 2016, between the CITY OF FEDERAL WAY, a municipal corporation ( "City "), and Valencia Claxton & Pansy Claxton ( "Borrowers "). RECITALS A. The CITY OF FEDERAL WAY is a municipal corporation and designated as an entitlement city in the United States Department of Housing and Urban Development (HUD) Community Development Block Grant (CDBG) Program to carry out federal CDBG grants and programs. B. The CITY OF FEDERAL WAY has undertaken the administration and execution of various programs utilizing funds made available from the HUD, which have as their objective, the repair of owner - occupied housing (Home Repair Program) for qualifying low- and moderate- income persons and families residing in the city limits of Federal Way. C. The City is willing to provide the Borrowers a loan, to be used by the Borrowers for repair work at the Borrower's property located at 30218 29th Ave S, Federal Way, King County, Washington ( "Property "), and more particularly described in Exhibit A attached hereto. The amount and terms of the loan are specified in the Promissory Note found in Exhibit B, and by this reference made a part hereof. AGREEMENT In consideration of the mutual promises herein, the Borrowers and the City agree as follows: 1. Total Rehabilitation Cost. The total cost of rehabilitation for this property is $6,218.47, which includes costs, fees, and expenses listed in paragraph 6 of this Loan Document. Of this, $6,218.47 is a loan, as provided herein and subject to the Promissory Note and the Deed of Trust attached hereto as Exhibit C. 2. Loan. The City agrees to make, and the Borrowers agree to take the Loan as provided herein. The Borrowers agree to have the Loan proceeds used to complete the work in accordance with all applicable code requirements and work plans described in the Homeowners & Contractor Agreement for Housing Repair Program attached hereto as Exhibit D. The loan will be evidenced by a Promissory Note (the "Note ") to be executed by the Borrowers. HRP Homeowners Loan Agreement 1 01/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835-7000 www atyofederahvay com 3. Purpose of Loan. The Loan is to be used exclusively in connection with the repair of the Property in accordance with the objectives of the Home Repair Program and the applicable guidelines thereof. 4. Security. a) Deed of Trust. As a security for the Note, Borrowers shall make, execute, and deliver to the City, as Beneficiary, a Deed of Trust on the Property in form and substance satisfactory to the City in the full amount of the Loan. This Deed of Trust shall be subject to the following: i. A Deed of Trust to Bank of America, N.A. in the principal amount of One hundred fifty six thousand two hundred twenty -six and 00 /100 Dollars ($156,226.00), recorded August 4, 2006, under King County Auditor's File No.20060804000726; and ii. A Deed of Trust to Bank of America, N.A. in the principal amount of Seventy nine thousand eight hundred ninety -eight and 00 /100 Dollars ($79,898.00), recorded March 20, 2007, under King County Auditor's File No.20070320001055; and iii. A Mortgage to King County in the principal amount of Twenty thousand six hundred sixty - nine and 84/100 Dollars ($26,669.84), recorded March 20, 2007, under King County Auditor's File No.20060628000160; and A Judgment to Midland Credit Management in the principal amount of Eight thousand three hundred ninety -four and 85/100 Dollars ($8,394.85), recorded February 12, 2004, under King County Auditor's File No. 20040225000518; and iv. Such additional encumbrances as the City may hereafter approve or waive in writing. b) Title and Fire Insurance. Borrower shall, at Borrower's expense, furnish the City with an acceptable Mortgagee's Prime Title Insurance Policy insuring the City in the amount of $6,218.47 and shall provide and maintain fire and extended coverage insurance on the Property in the amount of Six thousand two hundred eighteen and 47/100 dollars ($6,218.47), naming the City as the beneficiary and additional loss payee, as its interests may appear and requiring the City be given thirty (30) days prior notice of any cancellation thereof. 5. Loan Proceeds. a) Upon execution of the Note and recording of the Deed of Trust and other required security instruments, and the satisfaction of any other conditions precedent applicable to the Loan disbursement, the Loan proceeds will be disbursed in accordance with this Agreement. The Borrowers has no right to the monies, other than to have the same disbursed in accordance with the terms of this agreement. The Loan will be disbursed in one payment as required under this Agreement (refer to Homeowner /contractor agreement Exhibit D) on disbursement requests approved by the Borrowers and the City. b) The Borrowers shall allow the Work to be accomplished through a licensed General Contractor (Contractor) pursuant to a written contract (Contract) with the Contractor, in form provided by the HRP Homeowners Loan Agreement 2 01/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www crtyoffederatway com City, and through such written subcontracts as may be let by the Contractor with the prior concurrence of the City. The proceeds of the Loan shall be used only as necessary for payment of costs and expenses incurred in connection with administration of the loan and for payment of indebtedness incurred for labor performed and materials incorporated into the Work. Disbursements shall be made upon certification of completion of the Work. c) Before making any disbursements, the City shall be entitled to receive a true and correct statement of all costs incurred for the labor performed and materials ordered and/or delivered and shall have the right to inspect all records, books and accounts relating to the Work. The City may require lien waivers, releases, or receipts from the Contractor substantiating payment for all work, services, and labor performed and materials supplied. d) The City shall make any such payments to the Contractor engaged in rendering labor or materials in connection with the Work. e) Requests for payment shall be made through the City on forms acceptable to the City. f) No assignment may be made of any City Loan funds to be disbursed hereunder or of any rights of the Borrower under this Agreement, except upon prior written consent of the City. g) All change orders shall be subject to approval of the City prior to execution by the Borrowers and the Contractor. If, as a result of the discovery of latent defects, or unforeseen conditions or health and safety hazards, it is necessary to make a change order or orders which exceed the original Contract price, the City has the right, at its option, and after consultation with the Borrower(s), to reevaluate the scope of assistance to be provided and, in conjunction therewith, order the elimination or reduction of certain work items set forth in the work schedule or work write -up, or increase the amount of the loan. h) These requirements are for the benefit of the City, and the City, as its option, shall have the right to waive such requirements. 6. Loan Documents; Fees. The Borrowers shall execute at or prior to closing such documents, in form and content satisfactory to the City, including but not limited to, the Note, the Deed of Trust, this Agreement, and the Contract (collectively called "Loan Documents "). The Borrowers shall be responsible for all of the City's costs in connection with the closing of the Loan, including, without limitation, recording fees, escrow fees, attorney's fees, loan fees, and other expenses associated with the Loan. Such fees are in addition to the cost for the Work and shall be added to the financial amount of the Loan and included in the total amount shown on and due in the Note. 7. Loan Repayment. Borrowers agree to repay the full loan amount in accordance with the terms of the Promissory Note attached as Exhibit C. 8. Cancellation of Commitment; Acceleration. HRP Homeowners Loan Agreement 3 01/2016 CITY OF 4•....- Federal Way • CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com a) At its option, the City reserves the right to cancel the Loan and terminate its obligation hereunder and under any other Loan Documents evidencing the Loan if, for a period of sixty (60) days from the date of execution of the this Agreement and Note, the Borrowers shall have failed or refused to cause the commencement of the Work, or if the Borrowers shall have failed or refused to allow completion the Work within a reasonable time as determined by the City, after commencing the Work. The City shall exercise this cancellation by sending written notice thereof to the Borrowers at their mailing address set forth below. The City's failure to exercise this right of cancellation shall not be deemed a waiver thereof as long as the work remains incomplete. b) The entire principal amount of the Note, and any other amounts secured by the Deed of Trust, shall become due and payable, at the option of the City, upon the Borrower's breach of, or failure to comply with, any covenant, agreement, term, or condition contained in this Agreement or any of the Loan Documents, or upon the occurrence of any of the following: i. An event of default as specified in the Note; ii. Failure to complete the Work within the sixty days specified in paragraph 8a as determined by the City; and iii. Borrower's death or if Borrower is a spouse or partner forming an acknowledged relationship, the death of both individuals. 9. Bidding Process. The City will acquire formal bids for Work to be completed and award the bid to the best - qualified low bidder. The successful bidder will be required to execute a Contract Agreement with the City. The Borrower will be required to execute a Contractor Agreement for the Housing Repair Program with the Contractor. 10. Accomplishment of Work. a) The Borrowers shall allow a licensed general contractor to carry out all Work specified in the approved bids. Borrowers specifically agree to approve all Work that, in the good faith opinion of the Contractor and the City, has been accomplished in accordance with generally accepted construction industry standards. b) The Borrowers agree that the Contractor will be paid only for the Contractor's actual cost of performing the Work. The Borrowers represent and warrant that the Borrowers will require the Contractor to so agree and provide such documentation as the City may reasonably require showing that the Contractor does not receive any payment in excess of the Contractor's approved contract amount for the completion of the Work. 11. Inspection of the Work. The City will have the right to inspect the Work at all reasonable times for the purpose of ascertaining whether the Work is in accordance with the requirements of the Contract and applicable laws and codes. The City, in order to protect its interest and the interest of the general public, will endeavor to bring to the attention of the Borrower and the Contractor work which is not performed in accordance with the Contract and applicable codes. It is understood and agreed that neither the City, nor their respective agents or employees shall be responsible for the HRP Homeowners Loan Agreement 4 01/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com Borrower's or Contractor's failure to perform the work in accordance with the Contract, or for the acts or omissions of the Borrower(s), the Contractor, subcontractors, any of their agents or employees, or any others performing any work. The Borrowers shall take all steps necessary to assure that the City or its designee is permitted to examine and inspect the Work and all contracts, materials, equipment, payrolls, and conditions of employment pertaining to the Work, including all relevant data and records. 12. Warranty for Work. The Borrowers will require that the contractor give to the Borrowers and the City a one (1) year unconditional warranty of the labor and materials used in the Work, on such forms as the City shall designate. 13. Records. The Borrowers agree to keep such records as may be required by HUD regarding the Work and agree to keep such records as may be required by HUD or the City. The Borrowers will, at any time during normal business hours, and as often as the Secretary of HUD or an authorized representative of the City, may deem necessary, permit the Secretary and/or City officials, to have full and free access to the Borrowers records with respect to the utilization of the proceeds of the Loan, and will permit the Secretary and /or City Officials, to audit, examine and make excerpts or transcripts from Borrower's records and to review, inspect and make audits of all Work, contracts, invoices, materials, payrolls, records of personnel, conditions of employment, books of record and other documented data pertaining to the Loan and grant and Work. 14. Compliance with Applicable Laws and Requirements. In the performance of this Agreement and the completion of the Work, the Borrowers shall comply, in all material respects with applicable Federal and State laws, orders, rules and regulations as determined by HUD or other agency having jurisdiction thereof, and the Borrowers shall defend, protect and save harmless the City, their officers and employees, from and against all claims, suits, and actions, liability, loss, damage and expense arising from any failure of the Borrowers or their architect, agent, contractor or subcontractors to comply with the same. Any such requirement under the applicable federal grant agreement, is required to be set forth in this Agreement is by this reference incorporated herein as though fully set forth at this point. 15. Limit of Liability, Property Maintenance, and Recapture Provisions. a) Limit of Liability. All liability and obligation of the City arising pursuant to this Agreement and any payment to be made by the City pursuant to this Agreement shall be satisfied exclusively and solely from federal funds made available for such purpose, and no creditor or other person or entity of whatever nature shall have any recourse to the assets, credits, or services of the City by reason of any liability or obligation arising out of this Agreement, and neither this Agreement nor any Note, Loan, or other documents hereunder shall constitute a debt or indebtedness of the City within the meaning of any constitutional, statutory, local, or charter provision. b) Borrowers agree: HRP Homeowners Loan Agreement 5 01/2016 44k.-- CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www atyotfederalway com i. Keep in Good Condition. To keep the property in good condition and repair; to complete any building, structure, or improvement being built or about to be built thereon; to restore promptly any building, structure, or improvement thereon which may be damaged or destroyed; and to comply with all laws, ordinances, regulations, covenants, conditions, and restrictions affecting the property. ii. Insurance. To keep all buildings now or hereafter erected on the property described herein continuously insured against loss by fire in an amount not less than the total debt represented by this Loan Agreement. iii. Pay Taxes and Other Obligations. To pay before delinquent all lawful taxes, assessments, insurance premiums, liens, encumbrances, obligations and other charges against or secured by the property. iv. Recapture Provisions. 1. Superior Interest. If the interest of the Borrowers and City is subordinate to a superior interest enforceable against the property, including but not limited to taxes and any interest secured by a prior Deed of Trust, and if there should be a sale based upon non - payment of taxes, or foreclosure or transfer in lieu of foreclosure based upon a default in the obligation secured by the prior Deed of Trust, or any other seizure of the property in satisfaction of a superior interest, then in that event the Borrowers' obligation to repay this loan is reduced and shall not exceed the amount of the net proceeds available to the Borrowers after the sale, foreclosure, or transfer in lieu of foreclosure. 2. CITY OF FEDERAL WAY's Interest. If the Borrowers default in any obligation due the City, and the City begins a non judicial foreclosure and conducts a trustee's sale or accepts a deed or transfer in lieu of foreclosure, then in that event the Borrowers' obligation to repay this loan is reduced and shall not exceed the amount of the net proceeds available to the Borrowers after the sale or transfer in lieu of foreclosure. 16. Waiver of Personal Liability of Individuals. No member or employee of the City shall be personally liable to the Borrowers or any successor in interest in the event of any default or breach by the City, for any amount which may become due to the Borrowers or successor, or on any obligation under the terms of this Agreement. 17. Notices and Demands. Any notice or demand which either party hereto is required or desires to give to or make upon the other shall be in writing and shall be delivered or made by United States registered or certified mail, return receipt requested, postage repaid, addressed in the case of the City to: HRP Homeowners Loan Agreement 6 01/2016 CITY of ,,. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com CITY OF FEDERAL WAY Community Development Department - CDBG 33325 8th Ave South Federal Way, WA 98003 And addressed in the case of the Borrowers to: Valencia Claxton & Pansy Claxton 30218 29th Ave S Federal Way, WA 98003 subject to the right of any such party to designate a different address by notice similarly given. Any notice or demand so sent shall be deemed to have been given or made when delivered as evidenced by the return receipt. 18. Successor and Assigns. The terms of this Agreement shall be binding upon the parties hereto, their respective successors and assigns; it being agreed, however, the Borrowers shall not assign or transfer any of their rights, duties, benefits, obligations, liabilities, or responsibilities under this Agreement without the express written consent of the City. 19. Conditions Precedent to the Obligation of the City to Provide Funds. The obligation of the City to provide or release any portion of the Loan funds under this Agreement shall, subject to such other terms and conditions of the Agreement as may be applicable thereto, also be contingent upon: a) Approval and execution of all Loan Documents relating to this Loan. b) Submission by the Borrowers of a copy of the Contract between the Borrowers and the Contractor for the work, which Contract shall bind the Contractor to complete the work at a cost not to exceed the amounts specified in such Contract. c) Receipt by the City of the ALTA Mortgagee's policy of Title Insurance as required by this Agreement. At the City's option, but at the Borrowers expense, the City may request the Title Company to endorse its policy of Title Insurance at and as of the date of any disbursement by the City of Loan proceeds. d) Submission to the City as required by this Agreement of such forms of insurance policies in form acceptable to the City, including the City thereon as an additional insured as its interest may appear, which policies shall be continuously maintained at no cost to the City. e) Confirmation by the City that prior to the date of recording of the Deed of Trust no lienable work has been performed on, or materials delivered to or for the Property, or that all such work and materials have been fully paid for. IN WITNESS WHEREOF, the parties hereto have executed this document as of the day and year first written above. HRP Homeowners Loan Agreement 7 01/2016 CITY OF 4tk Federal Way LENDER: CITY OF FEDERAL WAY: , Mayor APPROVED AS TO FORM: thz Ca .J/ City Attorney, Amy Jo Pearsall B RROWERS: (VIa)(6'\) i>tature Valencia Claxton Printed Name STATE OF WASHINGTON ) ) ss. COUNTY OF ) CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederatway com ATTEST: Pansy Claxton Printed Name On this day personally appeared before me, Valencia Claxton & Pansy Claxton, to me known to be the individuals described in and who executed the foregoing instrument, and on oath swore that they executed the foregoing instrument as their free and voluntary act and deed for the uses and purposes therein mentioned. �y GIVEN my hand and official seal this 9 day f , 20 / �p Notary's signature Notary's printed name Notary Public in and for the State of Washington. My commission expires HRP Homeowners Loan Agreement 8 LilLo 01/2016 CITY OF &1■• Federal Way EXHIBIT A Legal Description CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www alyoffederalway corn Lot 31, Steel Lake Glen, according to the plat thereof, recorded in Volume 115 of Plats, Pages 90 and 91, in King County, Washington. HRP Homeowners Loan Agreement 9 01/2016 LENDER: CITY OF Federal Way EXHIBIT B CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www atyoffederalway com PROMISSORY NOTE City of Federal Way Housing Repair Program (HRP) City of Federal Way, a Municipal corporation 33325 8thAvenue South Federal Way, WA 98003 BORROWER: Valencia Claxton & Pansy Claxton, Homeowners HRP RESIDENCE: 30218 29th Ave South Federal Way, WA 98003 PRINCIPAL $5,867.12 AMOUNT: Fees: $351.35 Total $6,218.47 LOAN DATE: March 9, 2016 DUE DATE: The loan shall be due in accordance with the terms specified herein. In consideration for the mutual undertakings and covenants contained in this Promissory Note (the "Note "), Lender (also referred to hereinafter as the "City ") and Borrower agrees as follows: 1. Purpose for Loan. Borrower is eligible to participate in Lender's Housing Repair Program ( "HRP "), a program to assist eligible homeowners with home repair needs that maybe of an emergency nature due to unforeseen circumstances that require immediate action to protect the health and safety of its occupants, or that will improve the living conditions for the homeowner and enhance the surrounding neighborhood. The program is funded by Community Development Block Grant funds that have been made available to the City. Loan proceeds are being used to fund repairs and improvements at the borrower's principal residence ( "residence "). Borrower's application for a Housing Repair Program loan has been approved and the City is prepared to fund the loan upon Borrower's execution of the "Loan Documents," which include this Promissory Note, the Homeowner Loan Agreement, and a Deed of Trust. 2. Promise to Pay. For value received, on or before the Due Date, Borrower, including its assigns and successors, promises to pay Lender in lawful money of the United States of America, at Lender's principal place of business, or such other place as Lender may designate in writing from time to time, the Principal Amount listed above and, as shall have been advanced by Lender to or on behalf of Borrower under this Note, plus interest (in the event of Default) as provided in this Note. 3. Interest Rate. The unpaid Principal Amount shall bear interest at the rate of Zero Percent (0 %) per annum (the "Effective Interest Rate ") unless or until a Default. HRP Homeowners Loan Agreement 10 01/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com 4. Payments. No payments will be required to be made on the Principal Amount unless or until a Default occurs. In the event of Default, the entire unpaid balance of the Principal Amount as of the date of Default shall immediately become due and payable and interest on the unpaid balance shall commence to accrue at the "Default Interest Rate" on the date of Default. 5. Repayment of loan. The loan is due upon sale of the property, quit claim deed, death of the borrower, or in the event of default, as defined in paragraph 7. 6. Occupancy/Use. The property must be the Borrowers primary residence, and cannot be used as a rental home. 7. Default. Upon the occurrence of any of the following events ( "Events of Default "), Lender, at its option, and without notice to Borrower, may declare the entire unpaid Principal Amount to be immediately due and payable: a. The Borrower rents out the home during the loan period. See Deed of Trust, paragraph 5.1. b. The Borrower fails to comply with City Codes and Land Use regulations. c. The Borrower no longer occupies the Residence as Borrower's primary residence; d. The Borrower sells the Residence or conveys the Residence in lieu of foreclosure, or forfeits the Residence in foreclosure, bankruptcy, or other insolvency proceeding; e. The Borrower makes, or is deemed to have made, any materially incorrect, false, fraudulent, or misleading representation, warranty, or certificate to the Lender, or makes, or is deemed to have made, any materially incorrect, false, fraudulent, or misleading representation in any statement or application to the Lender in connection with the Lender's consideration of Borrower's HRP application; f. The Borrower defaults under the terms of this Note or the Deed of Trust granted in connection herewith; g. The Borrower is enjoined, restrained, or in any way prevented by court order from continuing to reside in the Residence; h. Formal charges are filed against the Borrower under any federal, state, or municipal statute, law, or ordinance for which forfeiture of the Residence is a potential penalty, or the Residence is in fact so seized or forfeited; i. The Borrower fails to maintain the Residence, commits waste upon the Residence property, or allows the Residence or Residence property to become a nuisance; j. The Borrower: (i) makes an assignment for the benefit of creditors; (ii) consents to the appointment of a custodian, receiver, or trustee for itself or for a substantial part of its assets; or (iii) commences, consents to the commencement or continuation of, or has commenced upon it, voluntarily or involuntarily, any proceeding under any bankruptcy, insolvency, or similar laws of any jurisdiction; k. The Borrower defaults under the Deed of Trust executed in connection with this Note, it being understood and agreed that this Note, Homeowner Loan Agreement, and the Deed of Trust shall be interpreted and construed as a single integrated agreement between Lender and Borrower; or 1. Borrower's death, or if Borrower is a spouse or partner forming an acknowledged relationship, the death of both individuals. m. Any event of default specified in the Deed of Trust. The "Default Date" shall mean the date on which an Event of Default has occurred or the date Borrower is no longer entitled to cure the Event of Default under the terms of this Note. HRP Homeowners Loan Agreement 11 01/2016 CITY f O ,., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www alyofederalway com 8. Default Interest Rate. Upon the occurrence of any Event of Default, the unpaid Principal Amount balance shall bear interest at the per annum interest rate for judgments provided by Washington law until the Note is satisfied in full. 9. Security. This Note is secured by and relates to a Deed of Trust of even date encumbering the Residence. 10. Default Remedies. Upon the occurrence of any Event of Default, Lender shall have and may exercise any one or more of the rights and remedies provided in this Note and the Deed of Trust relating to this Note. The remedies provided in this Note and Deed of Trust are cumulative to the full extent provided by law. 11. Application of Payments. All payments received on this Note shall first be applied against accrued and unpaid interest and "Costs and Fees" owed to Lender under this Note, and the balance against any unpaid Principal Amount. Borrower expressly assumes all risks of loss or delay in the delivery of any payments made by mail, and no course of conduct or dealing shall affect Borrower's assumption of these risks. 12. Costs and Fees. Borrower agrees to pay all of Lender's costs incurred in the collection, modification, review, monitoring, or termination of this Note, including actual attorney fees and those incurred in any foreclosure, bankruptcy, or other similar insolvency proceeding. 13. No Waiver. Acceptance by Lender of any payment in an amount less than the amount then due shall be deemed an acceptance on account only, and Lender's acceptance of any such partial payment shall not constitute a waiver of Lender's right to receive the entire amount due. 14. Consent. Borrower hereby jointly and severally: (a) waives presentment for payment, demand, notice of non - payment, notice of protest, or protest of this Note; (b) waives Lender's diligence in collection or bringing suit; and (c) waives consent to any and all extensions of time, renewals, waivers, or modifications as may be granted by Lender with respect to payment or any other provisions of this Note. The liability of the Borrower under this Note shall be absolute and unconditional, without regard to the liability of any other party. 15. Governing Law and Venue. This Note shall be interpreted, construed, and governed by, and in accordance with, the laws of the State of Washington. Venue for any action commenced by Borrower or Lender to interpret or enforce this Note or the Deed of Trust shall be in the Superior Court of the State of Washington, For King County, at the Maleng Regional Justice Center, Kent, Washington. 16. Entire Agreement. Except as otherwise expressly provided in this Note, the Homeowner Loan Agreement, this Note, and the Deed of Trust constitute the entire agreement of the Borrower and the Lender relating to its subject matter. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT~ OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. HRP Homeowners Loan Agreement 12 01/2016 CITY OF Federal Way Agreed to and accepted by: LENDER: CITY OF FEDERAL WAY APPROVED AS TO FORM: (City Attorney, Amy Jo Pearsall BORROWERS: d&a( Signature Valencia Claxton Printed Name STATE OF WASHINGTON ) ) ss. COUNTY OF I� ) ATTEST: CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com AlkAk tephanie Courtney, CMC u PON1421 Signature Pansy Claxton Printed Name On this day personally appeared before me, Valencia Claxton & Pansy Claxton, to me known to be the individuals described in and who executed the foregoing instrument, and on oath swore that they executed the foregoing instrument as their free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN my hand and official seal this ,. \\\"\\ \1Jirrr LYNN 0x/41 o +01-44 „, q, ms i S • - c A 2 1 O ll.,11%\m\\‘‘., 1(' WA SN \.S” Notary's signature Notary's printed name - A 4 1 \ & i Gc.A4C. - Notary Public in and for the State, of Washington. My commission expires '1( /IA [ �- day of CYl,vtk__ , 2d '. HRP Homeowners Loan Agreement 13 01/2016 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Federal Way 33325 8th Ave S Federal Way, WA 98003 -6325 Attn: Jeri-Lynn Clark llHIHI II llllllHllH II 20160721000321 CITY OF FEDERA DT 81.00 PAGE -001 OF 008 07/21/2016 09:42 KING COUNTY, WA EXHIBIT C DEED OF TRUST Property Address: 30218 29th Ave S, Federal Way, WA 98003 Grantor (s): Claxton, Valencia & Claxton, Pansy Beneficiary: CITY OF FEDERAL WAY, a Washington Municipal Corporation Property Legal Description (abbreviated): Lot 31, Steel Lake Glen Complete Legal Description indicated below. Assessor's Tax Parcel ID #(s): 798380 -0310 1 i THIS DEED OF TRUST IS DATED March 9, 2016, between Valencia Claxton & Pansy Claxton, (referred to below as "Grantor "), whose address is 30218 29th Ave S, Federal Way, WA 98003; CITY OF FEDERAL WAY, whose address is 33325 8th Ave S, Federal Way, WA 98003 (referred to below as "Lender "); and First American Title whose mailing address is 33600 6th Ave S #105, Federal Way, WA 98003 (referred to below as "Trustee "). 1. CONVEYANCE AND GRANT. For valuable consideration, Grantor irrevocably grants, bargains, sells and conveys to Trustee in trust, with power of sale and for the benefit of Lender as Lender, all of Grantor's estate, rights, title and interest, now owned or hereafter acquired, in and to the following real property located at 30218 29th Ave S in King County, Washington, and legally described below, together with all existing or subsequently erected or affixed buildings, improvements and fixtures; all easements, rights of way, and appurtenances; all water, water rights and ditch rights (including stock in utilities with ditch and irrigation rights); and all other rights, royalties, and profits relating to the real property, including without limitation all minerals, oil, gas, geothermal and similar matters (collectively "Real Property "). The Real Property legal description is: Lot 31, Steel Lake Glen, according to the plat thereof, recorded in Volume 115 of Plats, Pages 90 and 91, in King County, Washington. 2. DEFINITIONS. The following words shall have the following meanings when used in this Deed of Trust. Terms not otherwise defined in this Deed of Trust shall have the meanings attributed to such terms in the Uniform Commercial Code. All references to dollar amounts shall mean amounts in lawful money of the United States of America. • Deed of Trust means this Deed of Trust among Grantor, Lender, and Trustee. • Grantor means any and all persons and entities executing this Deed of Trust, including without limitation Valencia Claxton & Pansy Claxton. • Homeowner Loan Agreement means that agreement between the Grantor and the Lender for funds used in connection with home repairs for the property that is the subject of this Deed of Trust. • Improvements means and includes without limitation all existing and future improvements, buildings, structures, mobile homes affixed on the Real Property, facilities, additions, replacements and other construction on the Real Property. • Indebtedness means indebtedness of Grantor to Lender, including all principal and interest payable under the Note and any amounts expended or advanced by Lender to discharge obligations of Grantor or expenses incurred by Trustee or Lender to enforce obligations of Grantor under this Deed of Trust, together with interest on such amounts as provided in this Deed of Trust. The word "Indebtedness" also includes all renewals, modifications, extensions, future advances or increases in the amount of the Note. • Lender means the City of Federal Way, its successors and assigns. Deed of Trust. The word "Indebtedness" also includes all renewals, modifications, extensions, future advances or increases in the amount of the Note. • Lender means the City of Federal Way, its successors and assigns. • Nqte means the Promissory Note dated, March 9, 2016, in the original principal amount of $6,218.47 from Grantor to Lender, together with all renewals, extensions, modifications, refinancing, and substitutions for this Note. • Property means collectively the Real Property. • Real Property means the property, interests and rights described above in the "Conveyance and Grant" section. • Related Documents means and includes without limitation the Homeowner Loan Agreement, all promissory notes, Housing Repair Program applications and disclosures, deeds of trust, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. • Trustee means First American Title and any substitute or successor trustees. THIS DEED OF TRUST IS GIVEN TO SECURE (1) PAYMENT OF THE INDEBTEDNESS AND (2) PERFORMANCE OF ANY AND ALL OBLIGATIONS OF GRANTOR UNDER THE NOTE, THIS DEED OF TRUST AND OTHER RELATED LOAN DOCUMENTS. THIS DEED OF TRUST IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS. 3. PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust, Grantor shall pay to Lender all amounts secured by this Deed of Trust as they become due, and shall strictly and in a timely manner perform all of Grantor's obligations under the Note, this Deed of Trust, and the Related Documents. 4. FORBEARANCE BY LENDER NOT A WAIVER. Extension of the time for payment or modification of the sums secured by this Deed of Trust granted by Lender to any successor in interest of Grantor shall not operate to release the liability of the original Grantor or Grantor's successors in interest. Lender shall not be required to commence proceedings against any successor in interest or refuse to extend time for payment or otherwise modify the sums secured by this Deed of Trust by reason of any demand made by the original Grantor or Grantor's successors of interest. Any forbearance by Lender in exercising any right or remedy as provided in the Note or otherwise shall not be a waiver of or preclude the exercise of any right or remedy. 5. POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's possession and use of the Property shall be governed by the following provisions: 5.1 Possession and Use. Grantor shall occupy, establish and use the Property as Grantor's principal residence for a minimum of 12 continuous months prior to and at the time of execution of this Deed of Trust. The Grantor acknowledges that this Property is subject to certain land use and occupancy requirements, as provided in the Homeowner Loan Agreement and the Promissory Note, which shall be executed concurrently with the Deed of Trust. The Promissory Note restricts the Grantor's ability to rent the Property. 5.2 Duty to Maintain. Grantor shall not destroy, damage, or impair the Property, allow the Property to deteriorate, or commit waste on the Property. Grantor shall maintain the Property in tenantable condition and promptly perform all repairs, replacements, and maintenance necessary to preserve its value. 5.3 Removal of Improvements. Grantor shall not demolish or remove any Improvements from the Real Property without the prior written consent of Lender. As a condition to the removal of any Improvements, Lender may require Grantor make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value. 5.4 Lender's Right to Enter. Lender and its agents and representatives may enter upon the Real Property at all reasonable times to attend to Lender's interest and to inspect the Property for purposes of Grantor's compliance with the terms and conditions of this Deed of Trust. Lender shall give Grantor notice at the time of or prior to an inspection specifying reasonable cause for the inspection. 5.5 Forfeiture Action. Grantor shall be in default if any forfeiture action or proceeding, whether civil or criminal, is begun that in Lender's good faith judgment could result HRP Homeowners Loan Agreement 15 01/2016 in the forfeiture of the Property or otherwise materially impair the lien credited by this Deed of Trust. Grantor may cure such a default and reinstate, as provided in paragraph 13.11, by causing the action or proceeding to be dismissed with a ruling that, in Lender's good faith determination, precludes forfeiture of the Grantor's interest in the Property or other material impairment of the lien created by this Deed of Trust. 5.6 False Application. Grantor shall be in default if Grantor, during the application process or during the period governed by the Housing Repair Program, gave materially false or inaccurate information or statements to Lender (or failed to provide Lender with any material information) in connection with the loan evidenced by the Note, including, but not limited to, representations concerning (i) Grantor's occupancy of the Property as a principal residence, and (ii) Grantor's income;. 5.7 Hazardous Substances. Grantor shall not cause or permit the presence, use, disposal, storage, or release of any Hazardous Substances on or in the Property. Grantor shall not do, nor allow anyone else to do, anything affecting the Property that is in violation of any Environmental Law. The preceding two sentences shall not apply to the presence, use, or storage on the Property of small quantities of Hazardous Substances that are generally recognized to be appropriate to normal residential uses and to maintenance of the Property. 5.8 Environmental Cleanup. Grantor shall promptly comply with all statutes, regulations, and ordinances which apply to Grantor or to the Property and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction which Grantor is bound by, relating to the use, collection, storage, treatment, control, removal or cleanup of hazardous or toxic substances in, on or under the Property or in, on or under any adjacent property that becomes contaminated with hazardous or toxic substances as a result of construction, operations or other activities on, or the contamination of, the Property, at Grantor's expense. Lender may, but is not obligated to, enter upon the Property and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest as Lender; and whether or not Grantor has actual knowledge of the existence of hazardous or toxic substances in, on or under the Property or any adjacent property as of the date hereof, Grantor shall reimburse Lender prior to Lender acquiring title to the Property through foreclosure or deed in lieu of foreclosure, in connection with such compliance activities. 5.9 Duty to Protect. Grantor agrees neither to vacate, abandon nor leave unattended the Property. Grantor shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property as Grantor's principal residence are reasonable necessary to protect and preserve the Property. 5.10 Agricultural Use. Grantor agrees that the Property is not used principally or primarily for agricultural or farming purposes. 6. SALE OR TRANSFER. The following provisions relating to the sale or transfer of the Property are a part of this Deed of Trust. 6.1 Transfer of Property. If the Property or any part thereof, or any interest of the Grantor therein, is sold, leased or otherwise transferred, including any voluntary or involuntary transfer, or transfer by operation of law, upon death of the Borrower or the Borrower ceasing to physically occupy the property as Borrower's principal residence, excluding however (a) the creation of a lien or encumbrance on the property subordinate to the Deed of Trust, (b) the creation of a purchase money security interest for household appliance, or (c) a transfer by gift, devise, descent or operation of law to a surviving spouse, or to a co- borrower if the Borrower is more than one individual; then Lender may declare all sums secured by the Deed of Trust immediately due and payable. This provision shall apply to each and every sale, transfer, conveyance or encumbrance, regardless of whether or not Lender has consented or waived its rights, whether by action or inaction, in connection with any previous sale, transfer, conveyance or encumbrance, whether one or more. 6.2 Grantor Notice. If Lender exercises this option, Lender shall give Grantor and any Senior Lien Holder(s) prior written notice of acceleration. This notice shall provide a period of not less than 30 days from the date the notice is delivered or mailed within which Grantor must pay all sums secured by this Deed of Trust. If Grantor fails to pay these sums prior to the expiration of this period, Lender may invoke any remedy permitted by this Deed of Trust without further notice or demand on Grantor. 6.3 Senior Lien Holder(s) Notice. Notwithstanding Lender's right to invoke any remedy hereunder, Lender agrees that is will not commence foreclosure proceedings or accept a HRP Homeowners Loan Agreement 16 01/2016 deed in lieu of foreclosure, or exercise any other rights or remedy hereunder until it has given any Senior Lien Holder(s) at least 60 days' prior written notice. 7. TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are a part of this Deed of Trust. 7.1 Payment. Grantor shall pay when due (and in all events prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Grantor shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Deed of Trust, except for the lien of taxes and assessments not due and except as otherwise provided in this Deed of Trust. 7.2 Evidence of Payment. Grantor shall, upon demand, furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the property. 7.3 Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the work, services, or materials. Grantor will, upon request of Lender, furnish to Lender advance assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements. 8. PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust. 8.1 Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurance value covering all Improvements on the Real Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender. Grantor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form reasonably satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days' prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. Should the Real Property at any time become located in an area designated by the Director of the Federal Emergency Management Agency (FEMA) as a special flood hazard area, Grantor agrees to obtain and maintain Federal Flood Insurance for the full unpaid principal balance of the loan, up to the maximum policy limits set under the National Flood Insurance Program, or as otherwise required by Lender, and to maintain such insurance for the term of the loan. 8.2 Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or replacement exceeds $5,000.00. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. Upon the election of Lender, Lender may receive and retain the proceeds of any insurance and apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Grantor shall repair or replace the damaged or destroyed Improvements in a manner reasonably satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if Grantor is not in default under this Deed of trust. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Deed of Trust, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid without interest to Grantor as Grantor's interest may appear. 8.3 Unexpired Insurance at Sale. Any unexpired insurance shall inure to the benefit of, and pass to, the purchaser of the Property covered by this Deed of Trust at any trustee's sale or other sale held under the provisions of this Deed of Trust, or at any foreclosure sale of such Property. 8.4 Grantor's Report on Insurance. Upon request of Lender, however not more than once a year, Grantor shall furnish to Lender a report on each existing policy of insurance showing: (a) the name of the insurer; (b) the risks insured; (c) the amount of the policy; (d) the HRP Homeowners Loan Agreement 17 01/2016 property insured, the then current replacement value of such property, and the manner of determining that value; and (e) the expiration date of the policy. Grantor shall, upon request of Lender, have an independent appraiser reasonably satisfactory to Lender determine the cash value replacement cost of the Property. 9. EXPENDITURES BY LENDER. If Grantor fails to comply with any provision of this Deed of Trust, or if any action or proceeding is commenced that would materially affect Lender's interests in the Property, Lender on Grantor's behalf may, but shall not be required to, take any action that Lender reasonably deems appropriate. Any amount that Lender expends in so doing will bear interest at the rate provided for in the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses, at Lender's option, will (a) be payable on demand, (b) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (i) the term of any applicable insurance policy or (ii) the remaining terms of the Note, or (c) be treated as a balloon payment which will be due and payable at the Note's maturity. This Deed of Trust also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or remedies to which Lender may be entitled on account of the default. Any such action by Lender shall not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had. 10. COMPLIANCE WITH LAWS. Grantor warrants that the Property and Grantor's use of the Property complies with all existing applicable laws, ordinances, and regulations of governmental authorities. 11. CONDEMNATION. The following provisions relating to condemnation proceedings are a part of this Deed of Trust. 11.1 Application of Net Proceeds. If all or any part of the Property is condemned by eminent domain proceedings or, by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all reasonable costs, expenses, and attorneys' fees incurred by the Trustee or Lender in connection with the condemnation, and subject to the terms of the First Mortgage or Deed of Trust. 11.2 Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend the action and obtain the award. Grantor may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice all at Grantor's expense, and Grantor will deliver or cause to be delivered to Lender such instruments as may be requested by it from time to time to permit such participation. 11.3 Abandonment. If the Property is abandoned by Grantor, or if, after notice by Lender to Grantor that the condemner offers to make an award or settle a claim for damages, and Grantor fails to respond to Lender within 30 days after the date the notice is given, Lender is authorized to collect and apply the proceeds, at its option, either to restoration or repair of the Property or to the sums security by this Deed of trust, whether or not then due. 12. DEFAULT. Each of the following, at the option of the Lender shall constitute an event of default ( "Event of Default ") under this Deed of Trust: 12.1 Default on Indebtedness. Failure of Grantor to make any payment when due on the Indebtedness or failure to perform any material obligation under the Note. 12.2 Default on Other Payments. Failure of Grantor within the time required by this Deed of Trust to make any payment for taxes or insurance, or any other payment necessary to prevent failing of or to effect discharge of any lien. 12.3 False Statements. Any warranty, representation, or statement made or furnished to Lender by or on behalf of Grantor under this Deed of Trust, the Note or any Housing Repair Program application or disclosure document is false or misleading in any material respect, either now or at the time made or furnished. HRP Homeowners Loan Agreement 18 01/2016 12.4 Defective Collateralization. This Deed of Trust or any of the Related Documents ceases to be in full force and effect (including failure of any collateral documents to create a valid and perfected security interest or lien) at any time and for any reason. 12.5 Foreclosure, Forfeiture, etc. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self -help, repossession or any other method, by any creditor of Grantor or by any governmental agency against any of the Property. However, this subsection shall not apply in the event of a good faith dispute by Grantor as to the validity or reasonableness of the claim which is the basis of the foreclosure or forfeiture proceeding, provided that Grantor give Lender written notice of such claim and furnishes reserves or a surety bond for the claim satisfactory to Lender. 12.6 Breach of Other Agreement. Any breach by Grantor under the terms of any other agreement between Grantor and Lender, including but not limited to the Note, that is not remedied within any grace period provided therein, including without limitation any agreement concerning any indebtedness or other obligation of Grantor to Lender, whether existing now or later. 13. RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default and at any time thereafter, Trustee or Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law: 13.1 Accelerate Indebtedness. Lender shall have the right at its option to declare the entire Indebtedness immediately due and payable, including any prepayment penalty which Grantor would be required to pay. 13.2 Foreclosure. With respect to all or any part of the Real Property, the Trustee shall have the right to exercise its power of sale and to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. 13.3 Appoint Receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding or pending foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. 13.4 Tenancy at Sufferance. If Grantor remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Grantor, Grantor shall become a tenant at sufferance of Lender or the purchaser of the Property and shall at Lender's option either (a) pay a reasonable rental for the use of the Property, or (b) vacate the Property immediately upon the demand of Lender. 13.5 Other Remedies. Trustee or Lender shall have any other right or remedy provided in this Deed of Trust or the Note or by law. 13.6 Notice of Sale. Lender shall give Grantor reasonable notice of the time and place of any public sale of the Property or of the time after which any private sale or other intended disposition of the Property is to be made. Reasonable notice shall mean notice given at least ten (10) days before the time of the sale or disposition. 13.7 Sale of Property. To the extent permitted by applicable law, Grantor hereby waives any and all rights to have the Property marshaled. In exercising its rights and remedies, the Trustee or Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. 13.8 Waiver, Election of Remedies. A waiver by any party of a breach of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party's rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy provided in this Deed of Trust, the Note, in any Related Document, or provided by law shall not exclude pursuit of any other remedy, and an election to make HRP Homeowners Loan Agreement 19 01/2016 expenditures or to take action to perform an obligation of Grantor under this Deed of Trust after failure of Grantor to perform shall not affect Lender's right to declare a default and to exercise any of its remedies. 13.9 Attorney's Fees, Expenses. If Lender institutes any suit or action to enforce any of the terms of this Deed of Trust, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorney's fees at trial on any appeal. Whether or not any court action is involved, all reasonable expenses incurred by Lender which in Lender's opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest at the Note rate from the date of expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender's attorney's fees whether or not there is a lawsuit, including attorney's fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors' reports, appraisal fees, title insurance, and fees for the Trustee, to the extent permitted by applicable law. Grantor also will pay any court costs, in addition to all other sums provided by law. 13.10 Rights of Trustee. Trustee shall have all of the rights and duties of Lender as set forth in this Section. 13.11 Grantor's Right to Reinstate. If Grantor meets certain conditions, Grantor shall have the right to have enforcement of this Deed of Trust discontinued at any time prior to the earlier of (a) five (5) days, or such other period as applicable law may specify for reinstatement, before sale of the Property pursuant to any power of sale contained in this Deed of Trust; or (b) entry of a judgment enforcing this Deed of Trust. Those conditions are that the Grantor: (a) pays Lender all sums which then would be due under this Deed of Trust and the Note as if no acceleration had occurred; (b) cures any default of any other covenants or agreements; (c) pays all expenses incurred in enforcing this Deed of Trust, including, but not limited to, reasonable attorney's fees; and (d) takes such action as Lender may reasonably require to assure that the lien of this Deed of Trust, Lender's rights in the Property and Grantor's obligation to pay the sums secured by this Deed of Trust shall continue unchanged. Upon reinstatement by Grantor, this Deed of trust and the obligations secured hereby shall remain fully effective as if no acceleration had occurred. However, this right to reinstate shall not apply in the case of acceleration under paragraph 5. 14. POWERS AND OBLIGATIONS OF THE TRUSTEE. The following provisions relating to the powers and obligation of Trustee (pursuant to Lender's instructions) are part of this Deed of Trust. 14.1 Powers of Trustee. In addition to all powers of Trustee arising as a matter of law, Trustee shall have the power to take the following actions with respect to the Property upon the written request of Lender and Grantor: (a) join in preparing and filing a map or plat of the Real Property, including the dedication of streets or other rights to the public; (b) join in granting any easement or creating any restriction on the Real Property; and (c) join in any subordination or other agreement affecting this Deed of Trust or the interest of Lender under this Deed of Trust. 14.2 Obligations to Notify. Trustee shall not be obligated to notify any other party of a pending sale under any other trust deed or lien, or of any action or proceeding in which Grantor, Lender, or Trustee shall be a party, unless required by applicable law, or unless the action or proceeding is brought by Trustee. 14.3 Trustee. Trustee shall meet all qualifications required for trustee under applicable law. In addition to the rights and remedies set forth above with respect to all or any part of the Property, the Trustee shall have the right to foreclose by notice and sale, and Lender shall have the right to foreclose by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law. 14.4 Successor Trustee. Lender, at Lender's option, may from time to time appoint a successor trustee to any Trustee appointed hereunder by an instrument executed and acknowledged by Lender and recorded in the office of the recorder for the County in which the Real Property is located. The successor trustee, without conveyance of the Property, shall succeed to all the title, power, and duties conferred upon the Trustee in this Deed of Trust and by HRP Homeowners Loan Agreement 20 01/2016 applicable law. This procedure for substitution of trustee shall govern to the exclusion of all other provisions for substitution. 15. NOTICES TO GRANTOR AND OTHER PARTIES. Subject to applicable law, and except for notice required or allowed by law to be given in another manner, any notice under this Deed of Trust shall be in writing, may be sent by telefacsimile (unless otherwise required by law), and shall be effective when actually delivered, or when deposited with a nationally recognized overnight courier, or, if mailed, shall be deemed effective when deposited in the United States mail first class, certified or registered mail, postage prepaid, directed to the addresses shown near the beginning of this Deed of Trust. Any party may change its address for notices under this Deed of Trust by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party's address. All copies of notices of foreclosure from the holder of any lien which has priority over this Deed of Trust shall be sent to Lender's address, as shown near the beginning of this Deed of Trust. Nothing contained in this Section 15, shall be interpreted or construed as consent of Lender to Grantor's change of residence or a waiver of Grantor's promise and obligation to occupy of the Property. 16. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust: 16.1 Amendments. This Deed of Trust, together with any Related Documents, constitutes the entire and final understanding and agreement of the parties as to the matters set forth in this Deed of Trust. No alteration of or amendment to this Deed of Trust shall be effective unless given in writing and signed by the party or parties should be to be charged or bound by the alteration or amendment. 16.2 Applicable Law. This Deed of Trust has been delivered to Lender and accepted by Lender in the State of Washington. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of Washington. 16.3 Caption Headings. Caption headings in this Deed of Trust are for convenience purposes only and are not to be used to interpret or define the provisions of this Deed of Trust. 16.4 Merger. There shall be no merger of the interest or estate created by this Deed of Trust with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender. 16.5 Successors and Assigns Bound; Joint and Several Liability; Co- signers. The covenants and agreements of this Deed of Trust shall bind and benefit the successors and assigns of Lender and Grantor, subject to the provisions of paragraph 6. Grantor's covenants and agreements shall be joint and several. Any Grantor who co -signs this Deed of Trust, but does not execute the Note: (a) is co- signing this Deed of Trust only to mortgage, grant and convey the Grantor's interest in the Property under the terms of this deed of Trust; (b) is not personally obligated to pay the sums secured by this Deed of Trust; and (c) agrees that Lenders and any other Grantor may agree to extend, modify, forbear or make any accommodations with regard to the terms of this Deed of Trust or the Note without the Grantor's consent. All obligations of Grantor under this Deed of Trust shall be joint and several, and all references to Grantor shall mean each and every Grantor. This means that each of the persons signing below is responsible for all obligations in this Deed of Trust. 16.6 Severability. If a court of competent jurisdiction finds any provision of this Deed of Trust to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Deed of Trust in all other respects shall remain valid and enforceable. 16.7 Successor and Assigns. Subject to the limitations stated in this Deed of Trust on transfer of Grantor's interest, this Deed of Trust shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Deed of Trust and the Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Deed of Trust or liability under the Indebtedness. 16.8 Grantor's Copy. Grantor shall be given a copy of the Note, of this Deed of Trust. HRP Homeowners Loan Agreement 21 01/2016 16.9 Waivers and Consents. Lender shall not be deemed to have waived any rights under this Deed of Trust (or under the Related Documents) unless such waiver is in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by any party of a provision of this Deed of Trust shall not constitute a waiver of or prejudice the party's right otherwise to demand strict compliance with that provision or any other provision. No prior waiver by Lender, not any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or any of Grantor's obligations as to any future transactions. Whenever consent by Lender is required in this Deed of Trust, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required. 16.10 Applicability. This Deed of Trust applies to, inures to the benefit of, and is binding not only on the parties hereto, but on their heirs, devisees, legatees, administrators, executors, successors and assigns. The term Lender shall mean the holder and owner of the Note secured hereby, whether or not named as Lender herein. EACH GRANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS DEED OF TRUST, AND EACH GRANTOR AGREES TO ITS TERMS. GRANTOR(S): ACIAAA- Signature Valencia Claxton Printed Name STATE OF WASHINGTON ) ) ss. COUNTY OF f0/1441 Signature Pansy Claxton Printed Name On this day personally appeared before me, Valencia Claxton & Pansy Claxton, to me known to be the individual(s) described in and who executed the foregoing instrument, and on oath swore that they executed the foregoing instrument as their free and voluntary act and deed for the uses and purposes therein mentioned. my day of �»v, 20 . GIVEN m hand and official seat this Notary Signature Notary Printed Name HRP Homeowners Loan Agreement MEW& aZc. Notary Public in and for t e Startle pf Washington. My commission expires //201i 22 01/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www.cityoffederalway.com EXHIBIT D HOMEOWNERS & CONTRACTOR AGREEMENT FOR HOUSING REPAIR PROGRAM FRONT PORCH REPAIR This Housing Repair Program ( "HRP ") Contractor Agreement ( "Agreement ") is made between the Valencia Claxton & Pansy Claxton ( "Homeowners "), and M.A.D. Construction, LLC, a Limited Liability Company ( "Contractor "). The Homeowners and Contractor (together "Parties ") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: M.A.D. CONSTRUCTION, LLC: Kevin Young 22002 38th Ave E Spanaway, WA 98387 253- 846 -1265 (telephone) 253- 375 -7811 (facsimile) madconst@,live.com HOMEOWNERS: Valencia Claxton Pansy Claxton 30218 29th Ave S Federal Way, WA 98003 253- 839 -1554 (telephone) The Parties agree as follows: 1. RECITALS. 1.1 Homeowners are the owners of residential real property located at 30218 29th Ave S, Federal Way, WA 98003 ( "Property "). 1.2 Homeowners and the City of Federal Way ( "City" or "Lender ") have agreed that Homeowners will borrow money from Lender, and Lender will lend money to Homeowners, to rehabilitate the Property. 1.3 Lender, acting through the City of Federal Way Housing Repair Programs, in the operation of its program of housing rehabilitation loans, is involved in the Project, as defined below, in its limited role as a lender administering home rehabilitation loans. 1.4 The Homeowners have selected and agreed to hire the Contractor, and the Contractor has agreed to engagement by the Homeowners, to accomplish the rehabilitation Work on the Property. 1.5 Homeowners wish to hire Contractor, and Contractor wishes to work for Homeowners, with regard to certain general contractor services on the Property pursuant to the terms and conditions set forth below. 1.6 Contractor is a general contractor registered in the State of Washington. 2. DEFINITIONS. HRP Homeowners Loan Agreement 23 01/2016 CITY '4Of *.∎ Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway corn 2.1 Certificate of Acceptance shall mean a written statement issued by the City and signed by the City's inspector to be delivered to the Homeowners for execution stating that all Work has been generally completed in accordance with the Work Write -up for an Identified Project. 2.2 Change Order shall mean an amendment to the Work and/or Contract Price pertaining to an Identified Project, submitted by Contractor and approved by a Homeowners and the City in accordance with the Project Documents and the HRP Guidelines. 2.3 City shall mean the City of Federal Way, and shall include its various departments, officers, employees, legal representatives, agents, and third party vendors. 2.4 Competitive Sealed Proposal shall refer to the project delivery method authorized by Chapter 39.04 RCW and the adopted City of Federal Way Contract and Purchasing Manual, Chapter 5, Section E (Limited Public Works Process) and required in connection with Reconstruction or Rehabilitation Projects under the Housing Repair Program (HRP), except in the cases of emergency conditions, at which time the City shall select a vendor based upon availability and/or price and as outlined in the City of Federal Way Contract and Purchasing Manual, Chapter 2, Section D. 2.5 Contract Price shall mean the price to be paid by the City to the Contractor for the performance of the Work in connection with an Identified Project. Any changes in the Contract Price shall result only from authorized Change Orders. The Contract Price shall be paid in the form of a single payment at the completion of the Work in accordance with the Notice to Proceed. 2.6 Contractor shall mean the contractor designated in the introductory paragraph of this Agreement. For Reconstruction Projects, the Contractor shall be selected utilizing the Competitive Sealed Proposal method, with sealed work plans and specifications in accordance with applicable laws and procedures, including the HRP Guidelines. 2.7 Contractor's Application for Payment shall mean that certain Application and Certificate for Payment submitted by Contractor requesting payment in accordance with the Notice to Proceed. Such Contactor's Application for Payment shall reflect the cost for successful delivery of the entire Work completed by Contractor, include the notarized signature of the Contractor, and otherwise be in form and substance acceptable to the City. 2.8 HRP shall mean the City's Housing Repair Program, funded by the Community Development Block Grant Program and being implemented by the City pursuant to Grant No. B- 12 -MC- 53 -0015 between the City and the U.S. Department of Housing and Urban Development. 2.9 HRP Guidelines shall mean Housing Repair Guidelines adopted by CSD Community Services Division. 2.10 CSD shall mean the City's Community Services Division. 2.11 Homeowners shall mean the Homeowners of a Residence that qualifies under the HRP for the Rehabilitation of its Residence located on the Homeowners' Property. HRP Homeowners Loan Agreement 24 01/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityofiederalway com 2.12 Homeowner Loan Agreement shall mean the agreement by and between a Homeowners and the City, governing and executed in connection with an Identified Project. 2.13 Homeowner's Property shall mean the land of the Homeowners, all rights and appurtenances thereto; all improvements now or hereafter attached to the land or improvements, and all substitutions and replacements thereof, and additions and successions thereto. 2.14 HUD shall mean the U.S. Department of Housing and Urban Development and any successor government agency. 2.15 Identified Project shall mean the Rehabilitation of a specified Residence located on a specified Homeowners' Property pursuant to the HRP. The Identified Project shall be subject to and governed by the terms and provisions of this Agreement and the Project Documents. 2.16 Manager shall mean the Manager of CSD or any other person(s) that may be designated to perform the various functions assigned to the Manager. 2.17 Notice to Proceed shall mean the written authorization issued by the City for the Contractor to proceed with the Work set forth in the Work Write -up for an Identified Project. 2.18 Payment Request shall mean the form prepared, signed and submitted to CSD by the Contractor. The Payment Request shall reflect the value of all the completed and approved Work on the specified line items by trade, the total of the line -item cost of all of the completed Work by trade listed. 2.19 Plans and Specifications shall mean a detailed itemized list approved by the City that provides instructions to the Contractor for an Identified Project, which may include drawings as applicable. Plans and Specifications may be amended by authorized Change Orders. 2.20 Project Documents shall mean this Agreement, the Homeowner Loan Agreement, the Plans and Specifications, the Notice to Proceed, the Final Inspection Form, and all other documents pertaining to, or executed in connection with, an Identified Project. 2.21 Rehabilitation Project shall mean those repairs required to remove life, health, or safety hazards to a Residence on a Homeowner's Property. 2.22 Residence shall mean a single family detached dwelling located on, or to be rehabilitated on a Homeowner's Property, or a unit in a multi - family ownership complex, such as a condominium. 2.23 Subcontractor shall mean any person or entity that, pursuant to this Agreement, will perform Work at a Residence at the request of the Contractor. 2.24 Survey shall mean an identification of all relevant characteristics of a Homeowner's Property, including but not limited to a Homeowner's Property location, the location of improvements, and a description of a Homeowner's Property. 2.25 Work shall mean the labor and the materials necessary to complete the Identified Project pursuant to the Project Documents. HRP Homeowners Loan Agreement 25 01/2016 CITY OF .'�.., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffedera!way com 2.26 Work Write -up shall mean the form that specifies and quantifies the Work to be done in connection with an Identified Project, and includes the Plans and Specifications. 3. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than April 30, 2016 ( "Term "). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Homeowners, the Contractor, and the City. 4. WORK. 4.1 Work. The Contractor shall provide goods, materials, labor and services and otherwise perform the work more specifically described in Attachment A, attached hereto and incorporated by this reference ( "Work" or "Identified Project "), performed to the Homeowners and City's satisfaction, within the time period prescribed by the Homeowners and City. 4.2 Side Agreements. All work to be performed and all specifications pertaining thereto will be identified in the Project Documents. CONTRACTOR SHALL PERFORM NO OTHER WORK UNLESS CHANGE ORDERS FOR ADDITIONAL WORK OR MATERIALS ARE ISSUED IN ACCORDANCE WITH THIS AGREEMENT AND THE PROJECT DOCUMENTS. All properly approved and executed Change Orders shall be made a part of Project Documents. The Contractor agrees not to enter into any side agreements for additional work or materials for a Residence over and above those specified in the Work Write -up, where such labor is to be performed or material to be supplied or installed prior to the issuance of a Certificate of Acceptance. 4.3 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will provide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to Homeowners and the City. The Contractor shall, at its sole cost and expense, correct all Work performed which the Homeowners and the City deems to have defects in workmanship and material discovered within one (1) year after the Homeowners and the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. The Contractor shall furnish the Homeowners and the City with all manufacturer's and supplier's written guarantees, warranties and operating instructions covering materials and equipment furnished under the Project Documents for each Identified Project, together with any documentation required for validation. In the event any part of the goods is repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are corrected, the warranty for that portion of the work shall extend for one (1) year from the date such correction is completed and accepted by the Homeowners and the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the Homeowners and the City of the defect at no additional expense to the City or the Homeowners. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay all costs incurred by the City in order to accomplish the correction. HRP Homeowners Loan Agreement 26 01/2016 CITY OF .�..,, Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com 4.4 Time, Documentation, and Inspection. The Work to be performed in connection with each Identified Project shall commence on the date specified in the Notice to Proceed issued in connection with such Identified Project. The Work shall be completed within the time period specified in said Notice to Proceed. Work shall be subject, at all times, to observation and inspection by and with approval of the Homeowners and the City, but the making (or failure or delay in making) of such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non - complying performance, its substantiality, or the ease of its discovery. 4.5 Clean Up. At any time ordered by the Homeowners and the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 5. TERMINATION. 5.1 Termination with Cause. 5.1.1 The Homeowners and the City may terminate this Agreement for cause by giving written notice to the Contractor under any of the following circumstances: a. If Contractor neglects to perform the Work in connection with the Identified Project properly, or in a timely manner, or refuses or neglects to supply proper or sufficient materials or workers, or fails to perform any provision of any of the Project Documents pertaining to the Identified Project; b. If Contractor is adjudged bankrupt, makes a general assignment for the benefit of his creditors, or if a receiver is appointed on account of insolvency; c. If Contractor fails to make prompt payment to any Subcontractor for material or labor; or d. Contractor violates any public law or ordinance. 5.1.2. If the Homeowners and the City terminate this Agreement for cause, the Homeowners and the City may take possession of the Identified Project site or sites and utilize any and all materials and appliances to be provided under the respective Project Documents which are located on the site or sites to finish the Work. The Homeowners and the City shall not prejudice any of the Homeowners and the City's rights or remedies under this Agreement or the respective Project Documents, or by law, by terminating this Agreement for cause or by taking possession of the site or sites. 5.1.3. In case of termination of this Agreement for the Identified Project for cause pursuant to this subsection, the Contractor shall not be entitled to receive any payment for the Identified Project until the Work for such Identified Project is completed. Upon completion of the Identified Project, the Contractor shall be given any balance of the Contract Price less any damages and less the amount of expenses incurred by the Homeowners and the City in finishing the Work for the Identified Project, including any costs in addition to or in excess of those originally contemplated in the Project Documents HRP Homeowners Loan Agreement 27 01/2016 CITY OF '�...., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com for the Identified Project. If the cost in completing the Work for the Identified Project is greater than the original Contract Price, the Contractor shall pay the difference to the Homeowners and the City upon ten (10) days' written demand. 5.2 Termination Without Cause. The Homeowners and the City may terminate this Agreement in its entirety for the Identified Project without cause by giving written notice of said termination to the Contractor. In case of termination of this Agreement in its entirety for the Identified Project without cause pursuant to this subsection, the Contractor shall submit its final statement for all Work performed through the date of termination for the respective Identified Project or, in the case of the termination of this Agreement in its entirety, which shall be payable in the manner provided in Section 6 of this Agreement. 5.3 Acceptance of Inferior Work. In connection with the Identified Project, the Homeowners and the City may accept Work that appears to be incorrect if, in the City's opinion, it is impractical to have the Work corrected. In such case, the Homeowners and the City does not waive the defect, but rather may deduct a reasonable amount for the loss sustained from the Contract Price for said Identified Project. This subsection is not intended to limit the right of the Homeowners and the City to recover additional damages as may be permitted under this Agreement, the respective Project Documents, or by law. 5.4 Cessation of Work. Upon receipt of a notice to terminate from the Homeowners and the City, the Contractor shall discontinue all Work under this Agreement and all Project Documents for the Identified Project, unless the notice specifies a later termination date or that specific Work be completed prior to termination. 6. COMPENSATION AND APPROVAL OF WORK. 6.1 Contract Price. In return for the Work, the City shall pay the Contractor on behalf of the Homeowners an amount not to exceed a maximum amount and according to a rate or method as delineated in Attachment B, attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Attachment B, the Contractor shall solely be responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 6.2 Change Orders. If the Contractor determines that a change in the Work or Contract Price is required; the Contractor may submit an estimate for increases or decreases due to such change. The Homeowners and the City shall review the requested change. If the Homeowners and the City elects to authorize the change, the Homeowners and the City will compute the reduction from or addition to the Contract Price due to said change and will authorize such change in writing by the issuance of a Change Order. The Contractor will not, and shall not have any obligation to, perform any change in the Work until a Change Order has been authorized and issued by the Homeowners and the City. Under no circumstances may the amount of the Contract Price, plus Change Orders exceed the maximum amount of assistance authorized under the HRP Guidelines. 6.2 Method of Payment. Once the Work has been completed, the Contractor shall submit a Payment Request in the form specified by the City, including a description of what Work have been HRP Homeowners Loan Agreement 28 01/2016 CITY 1.. OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffedera!way com performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor will then schedule and conduct a walk - through inspection of the Residence together with the Homeowners, the City, and the Contractor. During the final inspection, the City's inspector will prepare a field report in which the City's inspector determines whether the Work has been satisfactorily completed in accordance with the Project Documents. He will discuss the warranty and any other outstanding issues with the Homeowners. The City's inspector and the Homeowners will make a list of items that are in need of correction or completion, based upon the Project Documents (the "Punch List "). The City's inspector will provide the Homeowners and Contractor with a copy of the Punch List. The Contractor will schedule and complete the Work on the Punch List within five (5) days of receipt thereof. When the Work on the Punch List is complete, the Contractor, Homeowners and City's inspector will verify that all such Work has been completed. Upon completion of all Work on the Punch List and verification of the completion by the Contractor, the City's Inspector and the Homeowners, the City's Inspector will sign and forward the Payment Request for the final payment to the City CSD office for processing and payment, which final payment will be made to the Contractor after thirty (30) days from the date of the Payment Request. If the Work does not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such Work until the Work meets the requirements of the Agreement. 6.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement, and the Homeowners and the City reserves the right to withhold payment from the Contractor until the goods, materials, or services are acceptable to the Homeowners and the City. If the Contractor is unable, for any reason, to complete any part of this Agreement, the Homeowners and the City may obtain the goods, materials, or services from other sources, and the Contractor shall be liable to the Homeowners and the City for any additional costs incurred by the Homeowners and the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the Homeowners and the City beyond the maximum Contract Price specified above and in Attachment B. The Homeowners and the City further reserve the right to deduct these additional costs incurred to fulfill this agreement with other sources, from any and all amounts due or to become due the Contractor. 6.4 Non - Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the Homeowners and the City will not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the Homeowners and the City in the event this provision applies. 6.5 Final Payment: Waiver of Claims. Contractor's acceptance of final payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. 7. INDEMNIFICATION. 7.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the Homeowners and the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, HRP Homeowners Loan Agreement 29 01/2016 �► Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com fines, fees, penalties expenses, attorneys' fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the Homeowners and the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the Homeowners and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub - contractor shall agree to defend and indemnify the Homeowners and the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The Homeowners and the City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 7.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 7.3 Homeowners and City Indemnification. The Homeowners and the City agree to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and subcontractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorneys' fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the Homeowners and the City. 7.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 8. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors performed under the Project Documents for the Identified Project for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 8.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products - completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000 for each occurrence and $2,000,000 general aggregate. HRP Homeowners Loan Agreement 30 01/2016 CITY OF .. Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityotiederatway cam b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non - owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. 8.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self - insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance. 8.3. Additional Insured, Verification. The City shall be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Attachment C and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is terminated or upon project completion and acceptance by the City. 8.4 Agreement. Survival. The provisions of this Section shall survive the expiration or termination of this 9. CONFIDENTIALITY. All information regarding the City obtained by Contractor in its performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records request. 10. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or t iniination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 11. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 12. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. HRP Homeowners Loan Agreement 31 01/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityofederalway com 12.1 Independence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 12.2 Safety. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state, and local safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and Health Standards for Construction Work (Chapter 296 -155 WAC), General Safety and Health Standards (Chapter 296 -24 WAC), and General Occupational Health Standards (Chapter 296 -62 WAC). Contractor shall erect and properly maintain, at all times: all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public; safe passageways at all road crossings, crosswalks, street intersections; and post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam, or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same. 12.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the Homeowners and the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. 13. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services required under this Agreement. Contractor agrees to resolve any such conflicts of interest in favor of the City and Homeowners. Contractor confirms that Contractor does not have a business interest or a close family relationship with the Homeowners or City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluation of the Contractor's performance. HRP Homeowners Loan Agreement 32 01/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederatway com 14. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding nondiscrimination. 15. GENERAL PROVISIONS. 15.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Attachments to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 15.2 Assignment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non - assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. HRP Homeowners Loan Agreement 33 01/2016 CITY OF A`•*.s., Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com 15.3 Applicable Law. This Agreement is subject to all laws, regulations, and ordinances of the United States of America, the State of Washington, and the City, and all rules and regulations of any regulatory body or office having jurisdiction and in particular, without limitation, the federal regulations codified at 24 CFR Parts 92 and 570. 15.4 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91 -54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's sole option. 15.5 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Work is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorneys' fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 7 of this Agreement. 15.6 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this HRP Homeowners Loan Agreement 34 01/2016 CITY OF Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityofederalway com Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. HRP Homeowners Loan Agreement [Signature page follows] 35 01/2016 CITY OF ∎, Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cilyofrederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. HOMEOWNERS: gnature Valencia Claxton Signature ` ansy Claxton i'at(e STATE OF WASHINGTON ) ) ss. COUNTY OF ) On this day personally appeared before me, Valencia Claxton & Pansy Claxton, to me known to be the individual(s) described in and who executed the foregoing instrument, and on oath swore that they executed the foregoing instrument as their free and voluntary act and deed for the uses and purposes therein mentioned. GIVEN my hand and official seal this HRP Homeowners Loan Agreement day of , 20 1 Notary's signature Notary's printed name -fit ✓ Notary Public in and for the State of Washington. (112-6 My commission expires 36 01/2016 �► Federal Way M.A.D. CONSTRUCTION, LLC: By: Printed Name: qj CITY OF �...� Federal Way ATTACHMENT A WORK Identified Project Project Number: 15 -003R Scope: See attached HRP Homeowners Loan Agreement 38 CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com 01/2016 CITY OF Federal Way ATTACHMENT B COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederahvay com Total Compensation: In return for the Work, the City shall pay the Contractor an amount not to exceed Five thousand eight hundred sixty -seven and 12 /100 Dollars ($5,867.12), which includes a 10 percent contingency fee for unforseen repairs with approval by City of Federal Way Housing Repair staff. HRP Homeowners Loan Agreement 39 01/2016 M.A.D. Construction, LLC 2002 38TH AVE E 5PANAWAY, WA 98387 O{{ce 253 -846 -1265 fax 253- 375 -7811 Phone # 253 -846 -1265 Edx # 253- 375 -7811 Name / Address Federal Way City Hall Community Services (Mayor's Office) 33325 8th Avenue 5 Federal Way, WA 98003 madconst@I ive.corn Es ate Date Estimate # 8/17/2015 10901400 -A Ship To Valencia Claxton 30218 29th Ave S Federal Way, WA 98023 15 -003 Item Description Total 10 Exterior Trim ft Decks Front Porch - Rebuild steps and porch to current code 4,871.00T Demo existing deck with steps at two (2) locations. Frame- deck with pressure treated 2x6, flashing at the rim board three (3) sides, 4x4 post, 4x6 beam, pier blocks, galvanized 2x6 hangers, 5/4" x4 decking If needed, additional cost to conduct lead test is $500.00 Includes Includes: Daily job site clean -up, PPE, intent /affidavit, plans and permit 0.00T Exclusions EXCLUSIONS: Water, power, honey bucket, special inspection, forklift, traffic control, lifting hoisting, DT,OT, Based on straight time, damage to landscape or driveway for deliver or uses of heavy equipment, unforeseen or act of god, hazard material removal and /or testing 0.00 Subtotal $4,871.00 Sales Tax (9.5%) $462.75 Total $5,333.75 Signature 4-1,01.0 X33 5-310-?-. )2 Federal Way HRP Homeowners Loan Agreement ATTACHMENT C INSURANCE CERTIFICATE (to be provided by Contractor) CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityoffederalway com 40 01/2016 Phone: (253)825 -7000 ACORN® CERTIFICATE OF LIABILITY INSURANCE ‘,...----" DATE(MM/DDIYYYY) 03/07/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Brayer Insurance Services, LLC 1501 Parker Way, Suite 108 Mount Vernon, WA 98273 CONTACT AM Sky Hamilton A /C. NO, E,c): 360- 424 -3000 FAX , No): 866- 419 -3909 NAIC it ADDRESS: sky@brayerinsurance.com INSURER(S) AFFORDING COVERAGE INSURER A: Colony Ins Company 11165 INSURED M A D CONSTRUCTION, LLC 22002 38TH AVE E SPANAWAY, WA 98387 -6875 INSURER B : Ohio Security Insurance Company - 24082 INSURERC: National Union Fire Ins Co 11165 INSURER D: Rockhill Ins Company CLAIMS -MADE X ., OCCUR INSURER E: $ 100,000 $ 5,000 INSURER F : COVERAGES CERTIFICATE NUMBER: 00000000- 1738080 REVISION NUMBER: 12 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBRI, WVD ; POLICY NUMBER POLICY EFF (MM/DO/YYYY) POUCY EXP (MM/DD /YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 103 GL 0012807 -00 02/11/2016 02/11/2017 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X ., OCCUR AMAGE TO PREMISES (Ea RENTED $ 100,000 $ 5,000 MED EXP (Any one person) PERSONAL &ADVINJURY $ 1,000,000 GENII_ AGGREGATE LIMIT APPLIES PER POLICY X JECT ( 1 LOC OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ B AUTOMOBILE LIABILITY ANY AUTO ALL OWNED X HEDU SCHEDULED NON -OWNED X HIRED AUTOS X AUTOS Y Y ' BAS54761858 I 02/11/2016 !; 02/11/2017 (Ea adtSWGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ C X UMBRELLA LIAB X OCCUR EXCESS LIAB CLAIMS -MADE i BE 018257841 02/11/2015 02/11/2016 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DED RETENTION $ $ A WORKERS AND ANY OFFICER/MEMBER (Mandatory If yes, DESCRIPTION COMPENSATION EMPLOYERS' LIABILITY Y / N N / A Y 103 GL 0012807 -00 02/11/2016 02/11/2017 X STATUTE OTH- ER Stop Gap E.L. EACH ACCIDENT $ 1,000,000 PROPRIETOR/PARTNER/EXECUTIVE EXCLUDED? E.L. DISEASE - EA EMPLOYEE $ 1,000,000 in NH) describe under. OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 D Pollution , ENVP008245 -02 02/11/2016 02/11/2017 Poll. Liability Agg 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) Certificate Holder is added as an Additional Insured as their interest may appear per written contract Endorsement Forms attached CERTIFICATE HOLDER CANCELLATION City Of Federal Way 33325 8th Ave S Federal Way, WA 98003 -6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTOO D REPRESENTATIVE (SCH) ACORD 25 (2014/01) 1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Printed by SCH on March 07, 2016 at 09:30AM First American Loan Policy Loan Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 5011353 - 2580637 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 17 of the Conditions. COVERED RISKS SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company ") insures as of Date of Policy and, to the extent stated in Covered Risks 11, 13, and 14, 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 delivered; (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 lien 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 improvements located on adjoining land. 3. Unmarketable Title. 4. No right of access to and from the Land. (Covered Risks Continued on Page 2) In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of Date of Policy shown in Schedule A. First American Tide insurance Company Jeffrey S Robinson Secretary (This Policy is valid only when Schedules A and B are attached) This Jacket was created electronically and constitutes an original document Copyright 2006 -2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. (Form 5011353 (7 -1 -14) 'Page 1 of 12 Policy Number: 2580637 ALTA Loan Policy of Title Insurance (6- 17 -06)i Washington COVERED RISKS (Continued) 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. 6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice. 7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records. 8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge. 9. The invalidity or unenforceability of the lien of the Insured Mortgage upon the Title. This Covered Risk includes but is not limited to insurance against loss from any of the following impairing the lien of the Insured Mortgage (a) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation; (b) failure of any person or Entity to have authorized a transfer or conveyance; (c) the Insured Mortgage not being properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered; (d) failure to perform those acts necessary to create a document by electronic means authorized by law; (e) a document executed under a falsified, expired, or otherwise invalid power of attorney; (f) 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 (g) a defective judicial or administrative proceeding. 10. The lack of priority of the lien of the Insured Mortgage upon the Title over any other lien or encumbrance. 11. The lack of priority of the lien of the Insured Mortgage upon the Title (a) as security for each and every advance of proceeds of the loan secured by the Insured Mortgage over any statutory lien for services, labor, or material arising from construction of an improvement or work related to the Land when the improvement or work is either (i) contracted for or commenced on or before Date of Policy; or (ii) contracted for, commenced, or continued after Date of Policy if the construction is financed, in whole or in part, by proceeds of the loan secured by the Insured Mortgage that the Insured has advanced or is obligated on Date of Policy to advance; and (b) over the lien of any assessments for street improvements under construction or completed at Date of Policy. 12. The invalidity or unenforceability of any assignment of the Insured Mortgage, provided the assignment is shown in Schedule A, or the failure of the assignment shown in Schedule A to vest title to the Insured Mortgage in the named Insured assignee free and clear of all liens. 13. The invalidity, unenforceability, lack of priority, or avoidance of the lien of the Insured Mortgage upon the Title (a) resulting from the avoidance in whole or in part, or from a court order providing an alternative remedy, of any transfer of all or any part of the title to or any interest in the Land occurring prior to the transaction creating the lien of the Insured Mortgage because that prior transfer constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or (b) because the Insured Mortgage constitutes a preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records (i) to be timely, or (ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor. 14. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 13 that has been created or attached or has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the Insured Mortgage in the Public Records. The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the extent provided in the Conditions. EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy, and the Company will not pay loss or damage, costs, attorneys' fees, or expenses that arise by reason of: 1. (a) Any law, ordinance, permit, or governmental regulation (including those relating to building 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 1(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. (Form 5011353 (7 -1 -14) Page 2 of 12 !Policy Number: 2580637 ALTA Loan Policy of Title Insurance (6- 17 -06) Washington! EXCLUSIONS FROM COVERAGE (Continued) 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 11, 13, or 14); or (e) resulting in loss or damage that would not have been sustained if the Insured Claimant had paid value for the Insured Mortgage. 4. Unenforceability of the lien of the Insured Mortgage because of the inability or failure of an Insured to comply with applicable doing- business laws of the state where the Land is situated. 5. Invalidity or unenforceability in whole or in part of the lien of the Insured Mortgage that arises out of the transaction evidenced by the Insured Mortgage and is based upon usury or any consumer credit protection or truth -in- lending law. 6. Any claim, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that the transaction creating the lien of the Insured Mortgage, is (a) a fraudulent conveyance or fraudulent transfer, or (b) a preferential transfer for any reason not stated in Covered Risk 13(b) of this policy. 7. 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 Insured Mortgage in the Public Records. This Exclusion does not modify or limit the coverage provided under Covered Risk 11(b). 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 increased or decreased by endorsement to this policy, increased by Section 8(b) or decreased by Section 10 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) "Indebtedness ": The obligation secured by the Insured Mortgage including one evidenced by electronic means authorized by law, and if that obligation is the payment of a debt, the Indebtedness is the sum of (i) the amount of the principal disbursed as of Date of Policy; (ii) the amount of the principal disbursed subsequent to Date of Policy; (iii) the construction loan advances made subsequent to Date of Policy for the purpose of financing in whole or in part the construction of an improvement to the Land or related to the Land that the Insured was and continued to be obligated to advance at Date of Policy and at the date of the advance; (iv) interest on the loan; (v) the prepayment premiums, exit fees, and other similar fees or penalties allowed by law; (vi) the expenses of foreclosure and any other costs of enforcement; (vii) the amounts advanced to assure compliance with laws or to protect the lien or the priority of the lien of the Insured Mortgage before the acquisition of the estate or interest in the Title; (viii) the amounts to pay taxes and insurance; and (ix) the reasonable amounts expended to prevent deterioration of improvements; but the Indebtedness is reduced by the total of all payments and by any amount forgiven by an Insured. (e) "Insured ": The Insured named in Schedule A. (i) The term "Insured" also includes (A) the owner of the Indebtedness and each successor in ownership of the Indebtedness, whether the owner or successor owns the Indebtedness for its own account or as a trustee or other fiduciary, except a successor who is an obligor under the provisions of Section 12(c) of these Conditions; (B) the person or Entity who has "control" of the "transferable record," if the Indebtedness is evidenced by a "transferable record," as these terms are defined by applicable electronic transactions law; (C) successors to an Insured by dissolution, merger, consolidation, distribution, or reorganization; (D) successors to an Insured by its conversion to another kind of Entity; (E) 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, or (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; (F) any government agency or instrumentality that is an insurer or guarantor under an insurance contract or guaranty insuring or guaranteeing the Indebtedness secured by the Insured Mortgage, or any part of it, whether named as an Insured or not; (ii) With regard to (A), (B), (C), (D), and (E) reserving, however, all rights and defenses as to any successor that the Company would have had against any predecessor Insured, unless the successor acquired the Indebtedness as a purchaser for value without Knowledge of the asserted defect, lien, encumbrance, or other matter insured against by this policy. (f) "Insured Claimant ": An Insured claiming loss or damage. (g) "Insured Mortgage ": The Mortgage described in paragraph 4 of Schedule A. (h) "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. 'Form 5011353 (7 -1 -14) Page 3 of 12 Policy Number: 2580637 ALTA Loan Policy of Title Insurance (6- 17 -06) Washington CONDITIONS (Continued) (i) "Land ": The land described in Schedule A, and affixed improvements that by law constitute real property. The term "Land" does not include any property 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. (j) "Mortgage ": Mortgage, deed of trust, trust deed, or other security instrument, including one evidenced by electronic means authorized by law. (k) "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 protection liens filed in the records of the clerk of the United States District Court for the district where the Land is located. (I) "Title ": The estate or interest described in Schedule A. (m) "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 or a prospective purchaser of the Insured Mortgage 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 after acquisition of the Title by an Insured or after conveyance by 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. 3. 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 of any claim of title or interest that is adverse to the Title or the lien of the Insured Mortgage, 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 or the lien of the Insured Mortgage, as insured, is rejected as Unmarketable Title. If the Company is prejudiced by the failure 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, or other matter insured against by this policy that constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. 5. 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 necessary or desirable to establish the Title or the lien of the Insured Mortgage, 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 Company, 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, the lien of the Insured Mortgage, or any other matter as insured. If the Company is prejudiced by the failure of the Insured to furnish the required cooperation, the Company's obligations to the Insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. (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 reasonable times and places as may be designated by the authorized representative of the Company, all records, in whatever medium maintained, including books, ledgers, checks, memoranda, 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 authorized 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 Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment Form 5011353 (7 -1 -14) ;Page 4 of 12 !Policy Number: 2580637 ALTA Loan Policy of Title Insurance (6- 17 -06)' Washington; CONDITIONS (Continued) 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 permission to secure reasonably necessary information from third parties as required in this subsection, unless prohibited by law or governmental regulation, 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 additional options: (a) To Pay or Tender Payment of the Amount of Insurance or to Purchase the Indebtedness. (i) To pay or tender payment of the Amount of Insurance under this policy together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment or tender of payment and that the Company is obligated to pay; or (ii) To purchase the Indebtedness for the amount of the Indebtedness on the date of purchase, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of purchase and that the Company is obligated to pay. When the Company purchases the Indebtedness, the Insured shall transfer, assign, and convey to the Company the Indebtedness and the Insured Mortgage, together with any collateral security. Upon the exercise by the Company of either of the options provided for in subsections (a)(i) or (ii), all liability and obligations of the Company to the Insured under this policy, other than to make the payment required in those subsections, shall terminate, including any liability 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 addition, the Company will pay any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company 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 damage provided for under this policy, together with any costs, attorneys' fees, and expenses incurred by the Insured Claimant that were authorized by the Company up to the time of payment and that the Company 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. 8. 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 least of (i) the Amount of Insurance, (ii) the Indebtedness, (iii) 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, or (iv) if a government agency or instrumentality is the Insured Claimant, the amount it paid in the acquisition of the Title or the Insured Mortgage in satisfaction of its insurance contract or guaranty. (b) If the Company pursues its rights under Section 5 of these Conditions and is unsuccessful in establishing the Title or the lien of the Insured Mortgage, 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 the event the Insured has acquired the Title in the manner described in Section 2 of these Conditions or has conveyed the Title, then the extent of liability of the Company shall continue as set forth in Section 8(a) of these Conditions. (d) In addition to the extent of liability under (a), (b), and (c), 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, or establishes the lien of the Insured Mortgage, 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 damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals, adverse to the Title or to the lien of the Insured Mortgage, as insured. (c) The Company shall not be liable for loss or damage to the Insured for liability 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 LIABILITY (a) 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. However, any payments made prior to the acquisition of Title as provided in Section 2 of these Conditions shall not reduce the Amount of Insurance afforded under this policy except to the extent that the payments reduce the Indebtedness. (b) The voluntary satisfaction or release of the Insured Mortgage shall terminate all liability of the Company except as provided in Section 2 of these Conditions. 11. 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. Form 5011353 (7 -1 -14) Page 5 of 12 i e Policy Number: 2580637 ALTA Loan Policy of Title Insurance (6- 17 -06)' Washington CONDITIONS (Continued) 12. RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT (a) The Company's Right to Recover 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 or Insured Mortgage 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 Insured's Rights and Limitations (i) The owner of the Indebtedness may release or substitute the personal liability of any debtor or guarantor, extend or otherwise modify the terms of payment, release a portion of the Title from the lien of the Insured Mortgage, or release any collateral security for the Indebtedness, if it does not affect the enforceability or priority of the lien of the Insured Mortgage. (ii) If the Insured exercises a right provided in (b)(i), but has Knowledge of any claim adverse to the Title or the lien of the Insured Mortgage insured against by this policy, the Company shall be required to pay only that part of any losses insured against by this policy that shall exceed the amount, if any, lost to the Company by reason of the impairment by the Insured Claimant of the Company's right of subrogation. (c) The Company's Rights Against Non - insured Obligors The Company's right of subrogation includes the Insured's rights against non - insured obligors including 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. The Company's right of subrogation shall not be avoided by acquisition of the Insured Mortgage by an obligor (except an obligor described in Section 1(e)(i)(F) of these Conditions) who acquires the Insured Mortgage as a result of an indemnity, guarantee, other policy of insurance, or bond, and the obligor will not be an Insured under this policy. 13. ARBITRATION Either the Company or the Insured may demand that the claim or controversy shall be submitted to arbitration pursuant to the Title Insurance Arbitration Rules of the American Land Title Association ( "Rules "). Except as provided in the Rules, there shall be no joinder or consolidation with claims or controversies of other persons. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Insured arising out of or relating to this policy, any service in connection with its issuance or the breach of a policy provision, or to any other controversy or claim arising out of the transaction giving rise to this policy. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured. All arbitrable matters when the Amount of Insurance is in excess of $2,000,000 shall be arbitrated only when agreed to by both the Company and the Insured. Arbitration pursuant to this policy and under the Rules shall be binding upon the parties. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court of competent jurisdiction. 14. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT (a) This policy together with all endorsements, if any, attached to it by the Company is the entire policy and contract between the Insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage that arises out of the status of the Title or lien of the Insured Mortgage or by any action asserting such claim shall be restricted to this policy. (c) Any amendment of or endorsement to this policy must be in writing and authenticated by an authorized person, or expressly incorporated by Schedule A of this policy. (d) Each endorsement to this policy issued at any time is made a part of this policy and is subject to all of its terms and provisions. Except as the endorsement expressly states, it does not (i) modify any of the terms and provisions of the policy, (ii) modify any prior endorsement, (iii) extend the Date of Policy, or (iv) increase the Amount of Insurance. 15. SEVERABILITY In the event any provision of this policy, in whole or in part, is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provision or such part held to be invalid, but all other provisions shall remain in full force and effect. 16. CHOICE OF LAW; FORUM (a) Choice of Law: The Insured acknowledges the Company has underwritten the risks covered by this policy and determined the premium charged therefor in reliance upon the law affecting interests in real property and applicable to the interpretation, rights, remedies, or enforcement of policies of title insurance of the jurisdiction where the Land is located. Therefore, the court or an arbitrator shall apply the law of the jurisdiction where the Land is located to determine the validity of claims against the Title or the lien of the Insured Mortgage that are adverse to the Insured and to interpret and enforce the terms of this policy. In neither case shall the court or arbitrator apply its conflicts of law principles to determine the applicable law. (b) Choice of Forum: Any litigation or other proceeding brought by the Insured against the Company must be filed only in a state or federal court within the United States of America or its territories having appropriate jurisdiction. 17. NOTICES, WHERE SENT 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 First American Title Insurance Company, Attn: Claims National Intake Center, 1 First American Way; Santa Ana, CA 92707. Phone: 888 - 632 -1642. ,Form 5011353 (7 -1 -14) lPage 6 of 12 (Policy Number: 2580637 ALTA Loan Policy of Title Insurance (6- 17 -06Y Washington First American Schedule A Loan Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2580637 Name and Address of Title Insurance Company: First American Title Insurance Company, 1 First American Way, Santa Ana, CA 92707. File No.: 4209- 2580637 Loan Number: Address Reference: 30218 29th Avenue S, Federal Way, WA 98003 Amount of Insurance: $5,685.10 Premium: $90.00 Date of Policy: July 21, 2016 at 5:00 p.m. 1. Name of Insured: City of Federal Way, its successors and /or assigns as their interests may appear as defined in the Conditions of this policy. 2. The estate or interest in the Land that is encumbered by the Insured Mortgage is: A fee simple 3. Title is vested in: Valencia Claxton and Pansy Claxton, each as their separate estate 4. The Insured Mortgage, and its assignments, if any, are described as follows: Deed of Trust /Mortgage: Grantor/Trustor: Valencia Claxton & Pansy Claxton Trustee: First American Title Grantee /Beneficiary: City of Federal Way Original Amount: $5,685.10 Dated: March 09, 2016 Recorded: July 21, 2016 Recording No.: 20160721000321 5. The Land referred to in this policy is described as follows: LOT 31 OF STEEL LAKE GLEN, ACCORDING TO THE PLAT RECORDED IN VOLUME 115 OF PLATS AT PAGE(S) 90 AND 91, IN KING COUNTY, WASHINGTON. APN: 798380031004 Form 5011353 (7 -1 -14) Page 7 of 12 Policy Number: 2580637 ALTA Loan Policy of Title Insurance (6- 17 -06): Washington 6. This policy incorporates by reference those ALTA endorsements selected below: [ ] 4 -06 (Condominium) [ ] 4.1 -06 (Condominium) [ ] 5 -06 (Planned Unit Development) [ ] 5.1 -06 (Planned Unit Development) [ ] 6 -06 (Variable Rate) [ ] 6.2 -06 (Variable Rate -- Negative Amortization) [ ] 8.1 -06 (Environmental Protection Lien) Paragraph b refers to the following state statute(s): [ ] 9 -06 (Restrictions, Encroachments, Minerals) [ ] 13.1 -06 (Leasehold Loan) [ ] 14 -06 (Future Advance - Priority) [ ] 14.1 -06 (Future Advance - Knowledge) [ ] 14.3 -06 (Future Advance - Reverse Mortgage) [ ] 22 -06 (Location) The type of improvement is a , and the street address is shown above. Form 5011353 (7 -1 -14) 'Page 8 of 12 Policy Number: 2580637 ALTA Loan Policy of Title Insurance (6- 17 -06)' Washington] First American Schedule B Loan Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2580637 File No.: 4209 - 2580637 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: PART I Section One: 1. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. 2. Any facts, rights, interests, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of persons in possession thereof. 3. Easements, claims of easement or encumbrances which are not shown by the public records. 4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by the public records. 5. Any lien, or right to a lien, for services, labor or materials or medical assistance heretofore or hereafter furnished, imposed by law and not shown by the public records. 6. (A) Unpatented mining claims; (B) Reservations or exceptions in patents or in Acts authorizing the issuance thereof; (C) Water rights, claims or title to water; whether or not the matters excepted under (A), (B) or (C) are shown by the public records; (D) Indian Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or equitable servitudes. 7. Any service, installation, connection, maintenance, construction, tap or reimbursement charges /costs for sewer, water, garbage or electricity. Form 5011353 (7 -1 -14) !Page 9 of 12 Policy Number: 2580637 ALTA Loan Policy of Title Insurance (6- 17 -06) Washington; Section Two: 1. General Taxes for the year 2016, now payable, but not delinquent. The first half becomes delinquent after April 30th. The second half becomes delinquent after October 31st. Tax Account No.: 798380031004 2. Liability for assessment(s) and /or personal property taxes, if any. 3. Judgment. In Favor of: Against: Amount: Dated: Midland Credit Management Valencia Claxton $8,394.85, together with interest, costs and attorneys' fees, if any February 12, 2004 Filed: February 12, 2004 Judgment No. (if applicable) : 04 -9- 06795 -8 Case /Cause No.: 04 -2- 00752 -6 Attorney for Judgment Creditor: Suttell Hammer & White Said judgment was extended for an additional 10 years by order entered on December 03, 2013. Said judgment was recorded as recording no. 20040225000518. 4. Mortgage and the terms and conditions thereof. Mortgagor: Valencia Claxton, an unmarried woman, and Pansy Claxton, an unmarried woman, as their respective separate estates Mortgagee: King County Amount: $20,669.84 Recorded: June 28, 2006 Recording Information: 20060628000160 5. Deed of Trust and the terms and conditions thereof. Grantor/Trustor: Grantee /Beneficiary: Trustee: Amount: Recorded: Recording Information: Valencia Claxton, an unmarried person and Pansy Claxton an unmarried person Bank of America, N.A. PRLAP, Inc. $156,226.00 August 04, 2006 20060804000726 6. Deed of Trust and the terms and conditions thereof. Grantor/Trustor: Valencia Claxton, Pansy Claxton Grantee /Beneficiary: Bank of America, NA Trustee: PRLAP, Inc. Amount: $79,898.00 Recorded: March 20, 2007 Recording Information: 20070320001055 Form 5011353 (7 -1 -14) Page 10 of 12 Policy Number: 2580637 ALTA Loan Policy of Title Insurance (6 -17 -06)1 Washington] Note: This Deed of Trust contains Line of Credit privileges. If the current balance owing on said obligation is to be paid in full in the forthcoming transaction, confirmation should be made that the beneficiary will issue a proper request for full reconveyance. 7. The effect of the matter(s) shown in paragraph(s) 3 herein depends upon the identity of the debtor /taxpayer with the name(s) of Valencia Claxton. The enclosed identity affidavit should be completed and returned to this office to help determine the identity of said party(s) prior to closing. 8. The land described in this commitment appears to be residential in nature and may be subject to the provisions of R.C.W. 6.13.010, et seq. (Homestead Statute) if the land is occupied as a primary residence. If the land is occupied as a primary residence, R.C.W. 6.13.060 requires that all documents conveying or encumbering the land must be executed by each spouse or domestic partner, individually. Alternatively, the Company will accept a deed identifying the non - vested spouse occupying the property as the grantor and the vested spouse as the grantee. In the event that the Company receives documents to insure that are not executed as required, the Company may be unable to record or to insure the transaction. Please contact your Title Officer if you have any questions. 9. Agreements, if any, which appear in the public records, related to future assessments obligations not yet of record. 10. Covenants, conditions, and restrictions affecting title, if any appear in the public records. 11. Easements, if any, which appear in the public records or are shown on any recorded plat. 12. Any reservations of minerals or mineral rights, including leases of said rights appearing in the public record. Form 5011353 (7 -1 -14) ;Page 11 of 12 lPolicy Number: 2580637 ALTA Loan Policy of Title Insurance (6- 17 -06) Washington First American Schedule B Loan Policy of Title Insurance ISSUED BY First American Title Insurance Company POLICY NUMBER 2580637 File No.: 4209 - 2580637 PART II In addition to the matters set forth in Part I of this Schedule, the Title is subject to the following matters, and the Company insures against loss or damage sustained in the event they are not subordinate to the lien of the Insured Mortgage: None Form 5011353 (7 -1 -14) (Page 12 of 12 Policy Number: 2580637 ALTA Loan Policy of Title Insurance (6- 17 -06) Washington