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ORD 20-895 ORDINANCE NO. 20-895 AN ORDINANCE of the City of Federal Way, Washington, providing for the acquisition of certain property rights for the purpose of extinguishing that certain Operation and Easement Agreement recorded under King County Recording No. 8612194598, as amended under Recording No. 8704071270, as amended under Recording No. 20050718000838, as amended under Recording No. 20101222000936, and as amended under Recording No. 20101222000937 (herein "OEA"); describing the public use and necessity of such property; directing staff to exhaust reasonable negotiation efforts to purchase such extinguishment rights; providing for the condemnation of the extinguishment rights; and directing the City Attorney or designated outside legal counsel to initiate all necessary actions and proceedings in the manner provided by law for said condemnation if attempts to purchase said extinguishment rights are not successful. WHEREAS, the City desires to improve the walkability of downtown Federal Way while connecting the Performing Arts and Event Center to Town Square Park and the nearby Federal Way Transit Center; create additional parking needs for the Performing Arts and Event Center; create temporary construction lay-down space for existing and future City improvement projects; and create designated space reserved for future City-related facilities (the "Project"); and WHEREAS,the City has secured funding for the Project; and WHEREAS, the City must acquire certain real property rights necessary for construction of the Project and must justly compensate affected property owners for the property rights and interests acquired; and WHEREAS, the City prefers to acquire the necessary real property interests through active negotiations with the affected owners of said properties, time is of the essence and the City may not be able to acquire said interests by negotiation within the time limit mandated by the Project; and Ordinance No. 20-895 Page 1 of 82 WHEREAS, there exists in the City of Federal Way certain real property interests legally described in Exhibit"A" of this ordinance that the City must extinguish for Project purposes; and WHEREAS, the City Council finds that extinguishment of the OEA is critical to the Project and that it is in the public interest to have the OEA extinguished for public convenience, economic, safety, and City needs; and WHEREAS, completion of the Project will positively address the important public convenience, economic, safety, and City needs by providing improved facilities within the City. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF FEDERAL WAY, WASHINGTON, DO ORDAIN AS FOLLOWS: Section 1. Notice. Pursuant to RCW 8.12.005 and RCW 8.25.290, notice of the consideration of this ordinance was properly issued by mail on July 31, 2020 to all potentially affected property owners and published in the proper legal newspapers on July 31, and August 7, 2020. Section 2. public Necessity. The public health, safety, necessity, and convenience demand that the Project be constructed and maintained within the City and that certain real property rights be extinguished, condemned, appropriated, taken, and/or damaged for the construction of said Project needs as provided by this ordinance. Section 3, 'Public Use. The improvements demanded by public health, safety, convenience, and necessity, to wit: the construction of the Project, together with all appurtenances and related work necessary to make a complete improvement in accordance with the Project and other applicable City standards. Said improvements will be a part of property owned by the City of Federal Way and open for use by the general public, and therefore extinguishment of the OEAs for the construction of said Project constitutes a public use. Ordinance No. 20-895 Page 2 of 82 Section 4. Propeily AcquisitionWAuthorized. The Mayor or designee is authorized and directed to negotiate and prepare such agreements as are customary and necessary for the acquisition and extinguishment of the OEA interests described in Exhibit "A." The Mayor or designee is further authorized to settle any condemnation litigation or enter into administrative settlements (a settlement in lieu of initiating condemnation litigation) for the extinguishment of the real property interests described in Exhibit "A." Such settlements shall be made only upon the recommendation of legal counsel, for amounts deemed to be a reasonable estimation of fair market value. Section 5. Condemned Property. The City Council of the City of Federal Way, after reviewing the planned improvements, hereby declares that the OEA legally described in Exhibit "A," to be and are hereby condemned, appropriated, taken, and/or damaged for the public use and purpose of constructing the Project described in Sections 2 and 3 above. Further, the condemnation, appropriation, taking, and/or damaging of the OEA shall be subject to paying just compensation to the benefited owners thereof in the manner provided by law. Section 6. Condemnation Le al AcVtmmon. City staff is directed to exhaust reasonable negotiation efforts to purchase such OEA extinguishment rights. In the event that these negotiations are unsuccessful, the City Attorney or other attorney selected by the Mayor or his designee is hereby authorized and directed to file all necessary actions and proceedings provided by law to condemn, take, damage, and extinguish the OEA in order to carry out the provisions of this ordinance, and is further authorized in conducting said condemnation proceedings and for the purpose of minimizing damages, to stipulate as to the use of the Property and as to the reservation of any right of use to the Property owner(s), provided that such reservation does not interfere with the use of the Property by the City as provided in this ordinance. Ordinance No. 20-895 Page 3 of 82 Section 7. Source of Funds. The entire cost of the property acquisition authorized by this ordinance, including all costs and expenses of condemnation proceedings, shall be paid out of the general fund and available grants. Section 8. Sereaab�lity. Should any section, subsection, paragraph, sentence, clause, or phrase of this ordinance, or its application to any person or situation, be declared unconstitutional or invalid for any reason, such decision shall not affect the validity of the remaining portions of this ordinance or its application to any other person or situation. The City Council of the City of Federal Way hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clauses, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. Section 9. Corrections. The City Clerk and the codifiers of this ordinance are authorized to make necessary corrections to this ordinance including, but not limited to, the correction of scrivener/clerical errors, references, ordinance numbering, section/subsection numbers, and any references thereto. Section .10.. ratification. Any act consistent with the authority and prior to the effective date of this ordinance is hereby ratified and affirmed. Section 11. Effective Date. This ordinance shall take effect and be in force thirty (30) days from and after its passage and publication, as provided by law. [signatures to follow] Ordinance No. 20-895 Page 4 of 82 PASSED by the City Council of the City of Federal Way this 1 st day of September, 2020. CITY OF FEDERAL WAY: J IERRI LL, MAYOR... ATTEST: STOFIANJE COURTNEY, C1 C,, ITY CLERK APPROVED AS TO FORM: 13� C11--Q J. RYAN CALL, CITY ATTORNEY FILED WITH THE CITY CLERK: 08/05/2020 PASSED BY THE CITY COUNCIL: 09/01/2020 PUBLISHED: 09/04/2020 EFFECTIVE DATE: 10/04/2020 ORDINANCE NO.: 20-895 Ordinance No. 20-895 Page 5 of 82 Ordinance:\o 20-895 Page 0 of 82 II u, v 7f0llur'Sl of OPERATION AND EASEMENT AGREEMENT Ci BETWEEN \Jco U, DAYTON HUDSON CORPORATION 1 ® O and CJ BCE DEVELOPMENT, INC. co " m C Cl n „ gg's 20-895 82 R 5.4 25 5.5 Taxes and Assessments........... 28 5.6 Liens........... ..................... 28 Article VI MISCELLANEOUS.,,.,.—...., 29 6.1 Default. ... 29 6.2 Interest—...... 30 6.3 Estoppel Certificate.................. 30 CO —6.4 woticea... ......—.......... 31 cr, LO 6.5 Approval Rights..........»„„....,.„„.. 32 6.6 Condemnation...... —....... 32 6.7 Binding Effect... .... .... .... 33 6.8 Singular and Plural.. .............. 33 6.9 Counterparts and Signature Pages...... 33 6.10 Negation of Partnership........ ...... 33 6.11 Not a Public Dedication............... 33 6.12 Excusable Delays...................... 33 6.13 Severability.......................... 34 6.14 Amendments. ---........-- 34 6.15 Captions and Capitalized Terms,„...... 34 6.16 Minimization of Damages--.—....... 34 6.17 OFA Shall ConttnQe Notwithst4nding Breech.... ... 34 6.18 Time, .... ................. ....... 34 6.19 Non ........ 35 6.20 Benefit............ ...... ....... 35 Article VII TERM_.1—........ 35 7.1 Terra of thin OEA........... ...... ... 35 Exhibit A Legal Description of Target Tract Exhibit 9 Legal Description of Developer Tract gxblbLt C flubmisAlon auldellnes Exhibit X Situ Plan OX710JI(MLVA'o20 895,, —esel�age e� OPERATION AND EASEMENT AGREEMENT IS TH AGREEMENT ("CEA") is made and entered into as of the J_Oj�h day of "tel s i � x 1"6, be awe en DAYTON HUDSON CORPORATION, a Minnesota corporation ('Target") and BCE DEVELOPMENT, INC., a Delaware corporation("Developer"). WITNESSETH m WHEREAS, Target is the owner of a certain tract of land Q` described in Exhibit A attached hereto ("Target Tract") and Ln identified as such on Exhibit X Ithe. "Site Plan"] attached Q. hereto; and CV WH,EA)e Ad. Developer ia the owner of a;�,c*rtayin tract of land describers in exhibit 'B attached h reto ('Developer Tract"1 and idea,tified as ouch on the site Plant and I WHEREAS, the Target Tract and the• Developer Tract (collectively the "Shopping Center") are contiguous and adjacent as shpwn.on the Site Plan; and WHEREAS, the signatories hereto intend to develop and operate their respective Tracts in conjunction with each other as integral parts of a retail *shopping complex and in order to effectuate the common use and 'operation thereof they desire to enter into certain covenants and agreements as a part of a general plan, and to grant to each other cer— tain reciprocal easements, in, to, over, and across their respective Tracts. NOW, THEREFORE, in consideration of the premises, the covenants and agreements hereinafter set forth and in furtherance of the parties understanding, it is agreed as follows; ARTICLE I DEFINITIONS r 1.1 1�AalY a ar ea, "Building Aram", ahm$l mean the limited arean o_ thus Shopping Crntar with n which bt lldings (includia q aransapies, srypporta, loading do'a';kwa, truacX ramps and other oatwanrd extenalona) and/'or Oaltsidt, Sales Areas may be constructed, placed or located. 1,B Ce8lnm-n ,Area. "Common Area" 'shall mean all areae within aha e:smtzrlx boundaries of the Shopping Center, exclusive of (i) bulldirsga and their respective truck docks and/or receiving areas, afsd (il) any Outside Saled Area. 1 Or°adrmv, ger No. 20-895 ]'eq,,^ )0 qj'8� u Y 1.3 f`iOor Area. "Floor Area" shall mean ;the actual number at square feet of apace contained on .each floor within the building as meaaaaartld from the exterior feces of the exterior wnlla or store front acid/or the centamr line of any ccmmon wells, p'xovided, however, that , thoq- following areas nha'l:i rot be included in such calculatLonj': outside Sales Area, mezzanine storage space, mezzanine office space, and any utility and/kir mechAnical equipment •room or space. Each Part shall direct its architect to make, a deter- mination of the total :Floor Area of any buildig on ouch all party's Tract within one hundred twenty (120) days of the date of completion of such building. Within a reasonable Lime thereafter, t certify-. to other p� euc��� Party shall y all Parties the Floor Arra applicable to such buildings CV ,n During any period L)f rebuilding, repairing, replacement or roc:onntruction of a building, the Floor Area of that building shall be deemed to be the same as, existed imme- diately prior to that period. Upon completion of such rebuilding, repairing, replacement or reconstruction, the Party upon whose Tract such building is located, shall cause a new determination of Floor Ar,^a for such brjilding to be made in the manner described above, and such determination shall be sent to any Party requesting the same. l.locccant' "dri.uprant:" nhal.',L moan ,any Peraon from time wt t0re en tt l tled to the T,190, and Occupancy of any por- tion of au building In the S"hoppinsi Cewjtar under any lease, sublease, ticenno, co�nce,asirr:a, or ether similar agreement. 1.5 Outside Salus Area. "'outside Sal;m Area" .shaft mean an aree,�mmr_rW�i t+;7a�seg ro caatto a buildlng which is used exclwai.vely, by an 0cupnu t of such building for sales rand/or storage and which is on ir:u"d by a fe4ice or other security barrier. The number r( uacl,uare feat contained within an outside salon Area may not oxcoed twont,,, percent &20%k of the Floor Area attrlbutable to the Occupant using the Outside Sales Area. 1,6 i?a_ir,y, "Party" shall mean each ai�gnAto�ry hereto and, aftxis �aam)*llario wtr h the notice requiremonto mot forth below, to t.hcir rodpectiwe auccessora and aaskgns Yhn become owners of any portion of thou Minpping Centar, Until the notice requirement la complied with, the transferring Party shall (for the purpDoa of this 0EA only) be the trannferee's agent. Each Party shall on iinbD. for the performance of all covenant's, obligations and undorteikinga herein aet forth with rea ,ert to the m C portion of the Shopping Center. owned by o. 2 I' (4diwmce No. 20-895 r a;, p�' a ............ prv, it which accrue during the period of such owno ship, and P .F such liability shall continue with respect ,to any portion transferred until the notice requirement set. forth below is complied with, at which time the transferring Party's per- sonal liability shall terminate. The transferee tarty shall automatically become liable for all obligatiops arising after cQmpliance with the notice and assumption requirement. A Party transferring all or any portion of its interest in the Shopping tenter shall give notice to all other Parties CO of such transfer and shall include therein at, least the ril following information: LO rj. (i) the name and address of the transferee) and N (ii) a copy of the survey showing the location and 11) indicati•g the legal description df the por- c0 tion of the Shopping Center transferred. Nothing contained herein to the contrary shall affect the existence, priority, validity or enforceability of any lien permitted hereunder which is placed upon the transferred portion of the Shopping Center prior to receipt of the notice. 1.7 Ptcnnn, "Person" shall mean any individual, part- nership, (strn, association, corporation, trust, or.any other form of business or government entity. a 1.8 perms ttep, , "pt-rnittre" shall mean all Occupants and the offu arty, d'Arectors, employees I agents„ contractors, customers„ vendors, suppliers,, visitors, invitees, licen- sees, oubtenants, and concessionaires of Occupants insofar as their activities relate to the intended use of the Shopping Center, Among others, Persons engaging in the following activities on the Common Area will not be con- sidered to be Permittees: (i) Exhibiting any placard, sign, or notice) (11) Distributing any circular, handbill, placard, or booklet) (iii) Soliciting memberships or contributions; (iv) Parading, picketing, or demonstrating) and (v) Failing to follow regulations relating to the use of the Shopping Center. 3 f, n. „r I� 19 Tract. "Tract" shall mean that- portion cff the Shopping Center cwned by a Party. ARTICLO II EASEMENTS 1.1 2In((mrean and D.,trecs. During the term of thi6 OEA each Party nereay grants aed conveys to each other Psrty for its une and for the ua,e of its Pecmittees, in common with CO others entitled to use the same, a non-exclusive easement for the passage and parking of vehicles over and:aoross the LO parking and driveway areas of the grantor's Tract; as the same may from time to time be constructed and maintained for such use and for t'he passage and accommodation of- pedestrians over ar d acrnsn the parking, driveways and 7 sidewalk areas of the gra-itor's Tract as the same may from time to time be constructed and maintained for auch use, Such easement rights shall be subject to the following reservations as well as other provisions contained in this OEA: (i) Except for situations specifically provided for in the following subparagraphs, no, fence or other barrier which would unreasonably pre- vent or obstruct the passage of pedestrian or vehicular travel for the purposes herein per- mitted shall be erected or permitted within or across the easement areas; provided, however, that the foregoing provision shall not .prohi- bit the installation of convenience facilities (such as mailboxes, public telephones, benches or oublic transportation shelters);, of landscaping, berme or planters, nor of limited curbing and other forms of traffic controls, (ii) In connection with any construction, roconstruction, repair or maintenance on its Tract, ench Party renary+cis the right to create a staging and/or atorngo area in 'thc- ;Common Area on ita Tract at such location an will not unreasonably interfere with access between such Tract and the other areae of the S66pping Coutor. (lii) Each Party hereby reaerves the right, from t)me to time without obtaining the content or approval of any other Party, to raa)a at its own expense any insignificant change, modlfl- a " �r rdr'pr�rs)' a 30 87.5' �. cG fa'o����r 13 of 8 ; a.. p �I a 4 cation oralteration in its portion of the Common,Area, provided that: (a) the accessability of such Common Area for l pedestrian 4nd v6hicular traffic.,(as it rela- tes to the rcmalnder of the Shopping center) is not unreasonably restriuted or hindered, (b) there, shall be 'maintained a,t all times CC) within such Common Area, a sufficient number of vehicular parking spaces to meet the U3 parking requirements set forth in. 3.2(E), and all parking stalls and rows shall remain generally as shown on the Site Plan; N ,n (c) no governmental rule, ordinance or regula- .0 tion shall be violated as a result of such action, and such action shall not result in any other Party being in violation of any governmental rule, ordinance or requlation; (d) no change shall be made in the access points between the Common Area and the public streets; provided, however, that' additional access points may be crested with the approval of Target and Developer, such r)pdproval not to be unreasonably withheld) r (e) at least thirty (30) days prior to making any such change, modification or alteration, the Party desiring to do such work shall deliver to each other Party copies of the plans therefor, and provided further that such work shall not occur between October let and the Eallowing January 31st. (iv) Eauh Party reserves the right to close off its portion of the Commun Area for such reasonable periml rel" tioade no may be 1c9*1ly ocomsary, in the npin,on ofsuch Party's counsdl, to pre- vent iho sorlute&tion of prn4criptivo rights by anyone provided, howasvar, thmt prior to closing off any portion of the Common hrea, as herein provldad, nisch party shall give written notice to each othar Party of its :d,ntentl:on to do so, and shall attom:pt to coordlnAte such cloning with each othar Party so that no unreasonable Interference In tho (passage of pedestrians or vehicles shall occur; R "Vo 20­895 l-n' Y a w o� n a fo .z (v) Each Party reserves the right At any time and from tdme to time to exclude and restrain any Person who is not a Permittee from using its Common Area. 2.2 utilities. (A) Each Party hereby grants and r_onveyd: to each other Party non-exclunive perpetual easements in, W. over, under, CO along and across those portions. of the Common Area U) (exclusive of any portion lo;:ated within a•Building Area) located on the grantor"n Tract necessary for the installia- ��.. tion. operat&on, flow, pAssags, uae, mAinteoance, w:onnec- C\) tic3n, repalr, rviocation, and removal of l,lnes or systems -- lora utilttLes uerving the grantee"a Tract, including but not •:, limited to, sani, try sewer%, storm drainrs, 4ater, (fire and domeatic), gas, elect:rloal,, t.nlephona a,n4.. commanlcnti.on limen. Except with re9pec.•t to ground mounters electrical. tnanaformers, at the rear, of a building --ir as may be necessary durintl J,avriols of construction, repair, or tem- porary service, all utilities shall be underground unless required to be above ground by the utility providing such service. Prior to exercising the right granted herein, the grantee shall first provide the grantor with a written sta- tement describing the need for such easement, :shall identify the proposed location of the utility, and shall furnish a certificate of insurance showing that Its contractor has obtained the minimum insurance coverage required by 5.4(C) hereof. Any Party installing utliis.£es puruuant to the pro- visions of this subparagraph shall pay All Costs and expen- ses with reapect thereto and ahall cause all work in connection therewith {including general clean-up and proper surface endlor subsurface roc toratlon) to be ctrm;p,leted as quickly as pcansiblo and in a moaner so an-to minimize inter- ference with the use of the Common Area 'by the Parties hereto. If any of the parties elects to install common uti- litiaa, all costa and expenses thereof may be set fo.rt): in a separate agreement between those cooperating Parties. (Al '(lets (nidal location and width of any utility shall bn autajars: to the prior written approval of the party 'whose Common h,raa is to be burdened thereby, .such approval notto be unrerusonably wittahsld. The samamant area* shall bo no p Langer than +rh,)tever in neceseary to roaaonabl-y satiafy the utility co„npaazy aa to a puhlio utility or five Poet (51) on each acme of the centmrllno as to a private lino. Upon r requeaat, tho grantee shall provide to thn grantor a copy of ti an A.I--wilt survey showing t)re "locnt(oll of autka utility. 6 i . pa (_ t?r�cli a)rle No. 20-895 d tls(a .) ar '�2. The grantor shall have the right at any time to relocate a utility line upon thirty (30) days' prior written notice, provided that such relocation: (i) shall not interfere with.:,or diminish the uti- lity services to the grantee) (ii) shall not reduce of unreasonably impair the usefulness or functiop of such utility; eO (iii) shall be performed withoutr, cost or expense to if) grantee; (iv) shall be completedf using materials and design standards which equal or exceed those originally used; and (v) shall have been approved oby the utility com- pany and the appropriate governmental or quasi-governmental agencies having jurisdic- tion thereover. Documentation of the relocated easement area shall be the grantor's expense and shall be accomplished as soon as possible. Grantee shall i uire an as-built p 11 Aave a t r h to'require 9 t 4 survey of such relocated utility be delivered to it at gran- tor's expense. 2.3 a r rpznltruatisar aI,nten ance aniri Reconatranotion. PM In „r:Jer to acc,°rxrnxainm°late any foorinb,s, toundationsr, columns or oalln vMch may be constructed or eeconstructewd .vmaecltateiy adjacent to i coimmon boundary .lino and 4hich may oveyrlaly thAt COmnor; boundary ltrer each PArty grants to each Uther )'arty a non^+axclLrslve easement, In,, to, over, under, and aoroas asst ,portlowj of. Its Tract arjjar;er;t t,n s(nch c,nrr.,aon brtiuftdai•Y t(aau Irl apace not therateloro r:,'ictjpiad by any o'*n existing mtrui:ture for the coanarrur.tRon, rnaCpwteraaarrs anri ri),Plaramert Of foot,ingu to a maximum distanco r+f five toot (5') Ontd the alr`antrar's Tract and for, the eonstr-,ution, replacement and mnintonance of foundatt(ons, columns. or walls nu a ;^346muM dl atanca of sixInches (60) tants the grantor's Tract. The yrant of easement shall include the reasonable right of access necearusry to .exercise and enjoy such grant. The sasamant shall crmrntinue In effect for the term of this C.Y'FA and thereafter so long as dean building uti- lizing the n:ndement areA ex(ets, including a reasonable period to permit ruconatruItUon or ropUicoment of such 7 t;. Ordinaiwe building if the same shall be destroyed, damaged, or demo- lished. (H) Prior to utilizing the easement :right set forth in (A) above, the grantee Party shell advise the grantor Party of Its intention to use the some, shall,provide plans and specifications And proposed cons true.tion,r.echniques for the improvements to be located within the easement area. The grantor Party r)°aa ll nava:. thirty (30) days to iugge3t design changes reasonably necessa,t.y to permit the pl,acOment above ground of a building on each Tract immediately adjacent to the boundary line, or to permit the use of a common sub- GO terranean construction element, which changes the grantee Party shall incorporate in its plans and specifications, the grantee Party to commence those construction activities (r- required to b, undertaken simultaneously. with those of the N grantee Party if both parties are to -use a common sub- terranean construction element and/or place a building upon 11q each Tract immediately adjacent to the common boundary line. �n Such delay shall in no event exceed 180�daya from the date the grantor Party receives the gran4eekTarty's plans and specifications. If the grantor's Party does not respond in writing within thirty (30) days of receipt of the plans and specifications, the grantor Party shall.be deemed to have waived any right to suggest changes or to-,force any delay In the grantee Party's construction. 2.4 No-build Fa5emrxnt. Developer hereby grants and con- veys to Fs use arws9 ben'MIt ithirty (30) foot easement located along the south boundary of teal property contiguous to the Target Tract and owned by Developer, which real property is legally described as Exhibit "D." No buildings or other improvements shall he built on the ease- ment by any Party and Target shall be entitled to use the easement for set back requirements. 2.5 Restriction. No Party shall grant any easement for tho purpaaa smt `3ith in thla Article for the benefit of any property not within the Shopping Center; provided, however, that the foregoing shall not prohibit the granting or dedi•- cating of utility eaeemants by a Party on Its Tract to governmental or quasi-governmental authorities or to public utilities. 2.6 ALarulonwont. Any *asa:naot granted pursuant to the provisions o(rLL ChT OXA may be abandoned or tocminated by (1) execution of can Agreement to abandoning far terminating the creme, by the Partlsa who then own the dominant and aervLantV. i ....._- —. .. estatea, or ditto after a period of five t5) yearm from the date of this Agreement, by the non-uae thereof by the',grantee for a period exceatding two ('2) years and thoatapirntion of a period of nins't'y (90) deys after notice of aaach non-use is givers by the grantor to thaw grantee and the grAntea,fail,s to rest^ne use thereof k4ithin at,ch ninety (90) day periou], 2.7 pa potual rasemont. Notwithstanding the ter- 01 urinationSate othis Argreasr�dnt, the Parties hereby agree to )1l grant each Other ;a perpetual easearetnt for ingress and egress as shown on Exhibit k (Ealement Area), R1 ARTICLE III t0 CONSTRUCTION 4(J 3.1 G q n r iTae.uirein-nts. tA) fa�:Pa PAr'ty tagree, that All construction activittral, performed by, it WILhin OW- Shopping Center shall, bn per- formed in compliance awa„h '121 applicable lawri, rules,, rego- iationa, orders, and ordinances of 'tha-� city, coaanty, aatate, and fedleraal gave nments; OrAny depart,"At 'Dr „ agency th0V00f, A'feszd.sa9 1 rftp re,veanenrr.s constructed within the Shopping Canter. (A) Each Party Eurther agrees that its construction activities shall not: (i) cause any unreasonable increase in the cost ofconstructing improvements upon another Party's Tract; (ii) unreasonably Interfere with construction work being performed on any other port 'of the Shopping Center` fill) unreasrna'biy lnt%rfnre with the use, occupancy or enjoyment of ,:any part. of tlae remain�dcr of the Shoppi ng Center by any other Party or its Permitt.ueaa; . (!v) cause ally other Parti tobe in v(o.1ntimn of any 14aa, 'ru!o, rogulation, order or ordinance applicubl,a ko its Tract of the city:, crwabnty, stater farrl.e...ral g..ovnrrment„ or any rlepartment or ageiEcy thereraf, (C) Each Party agrees to deiand, indemnify and bald harmless each other Party frnm, all claims, actions, pro- ceedings and a:oatn Inu„rarred In +:oraneCtIon LFMrewlth (including ren¢ucnnble attorneys, fee,$ and carats of, suit) resulting from any+ MaccWrint, f0jur'y Or loss or damaris what- soever occ+.x:'.x ing t',e any 'Pernon or to thio proparty nt a'ny 9 �. _•_ e�,. Ordi»a)jce No. 20-8'a'.5 �_ .......��..���.._._.��.�._�,..me.A��.,. ��ae:� �8 )f8 Person acLaing out of or resulting from the performance of any construction activities perforated or kutho.fixed by such indemnifying party. ila? 'tari„rr to construct ng, rer:onstructing, repairing, mat:titnkni.ngl, raanaodellig, or enlarging a building or main- taainiaral ear r•tiangi�ng thf, Common aurae, on its# Tract, a PaIrty. ahal3 ria*ni neete , stagging and storage area on the Common Area on its Tract and ;hall gLve eoch other party notLce of 00 such locaati'nn at leraat ten ClO) Mays (prior ttn cormu,noing such Work. +a11 ritorAgct of naterials and the parkin, of i, crmstrcrtion vehicles, includ[ng Vehicles of workers, Aal.l occur only on t9,4e conttructingPartV'S l"rmrt. If sub sane W b tial work i,s to be performaad, the tronstr'Uctirr g Party Shall, at the requn.tr; of an,y ot�'hev Party, fence off the staging and y storago aarr,m. 'Ipon cciapletion aa( such, aork;, the coriatructingl parLy yVra'i,l restore the hff'ectcd Common hrea to as conslit..ion at Pemat rqual to that rcxiOLing Prior to corTu"n- cement of such ;dark. (E) Each arart:y hert,,byp gprantai and conveys to such other Party and to i.ta rcapeetjVt,e cnantraactcara, trmterlalmera and laborers a. tomput-rary licenses to entree° Won the Common Area of the aie,antor's Tract as shall be reasonably necessary 10' Lho grantee to constr,act and/cry maintain On,provecentl upon the grauntee"s, "rrac't„ Mprrravid,t*d,, however, tha4't 'Wch licahZ4r' shallRea= in urf ict only daring pass a r„i as + haws arrtaaal "nstruc- tion and/or rmai,nt+mance is beiutg pnrfurourre(1 and ptOvided fa7rtlaer t9,aat rata, asap rrf a,;ch lic�enrae shrill not be exr�,r'eI M :ao ar to interfereWith the l,at and operation of the Ccavnan Area by Mheeraa Prior to vxerclsing the rights air,aiate+d herein, tlaar graeatec rarrall ftcrat provide the grantor adf tis a written statenenr describing the need ear aaiach license, and ,ioal.l [earniih a ,rcerti.flcateof insai'ancee ahow!ngi that uta rontrnctor haw obt A Ined tho minLmum inauranc9* roweraage rertuiecd by SA(C) hereof. hfty Darty ewwalldrarl 1r.ac1f sf the tULnj)uarary litange shall promptl!a pay nil r{ast,n and wnKi`cna.ab ansocimted wit'Cl such kPa"z.r'�, shall dlllriorat'ly rompltto ,suet work no quickly es posa'itale, and shall pre-amp( ly rc bean the area rind restore the aff"ted por- tion ofl the ..wmmon Area to a condi tlon which lua equal to Qr better than the condition which existed prior to the commen- cement of ouch work. Notwithstanding the foregoing, In the event a dispute exist* between the contractors, laborers and/or others connected ,rIt'h construrtlaan activlti®a, each Party chall have the right to prohibit tha 'contractors, laborers and/or others working for another party froom using the Common Area on Its Tract, 10 � .__..... Ordi aa7ce No. 20-895 oxi, .82 7.2 Common Area. Upon its election, toy construct a building upon its Tract, awach Party shall!cause the Common Area on its Tract to be improved substentially.`. as shown on the Site Plan with substantial r_ompletion of such Common Area to be no later than the date the first business on such Truct opens for business w(th the public. Such work shall be doge in,a good and workmanlike manner nd in accordance with good engineering standards; provided, however, the following minimum general design standards .ahalL be complied CO with LO (A) The lighting system shall be designed-to produce a C11 minimum maintained lighting Intensity mfroaurrd at abode at all points in the Common Area of 1.00 foot candle; provided however, that the extreme edge of the parking or drive areas r� may have not less t:ian a minimum maintained lighting inten- sity measured at grade of 0.5 foot candle, and provided further that the drive areas immediately in front of the entrance to any building shall have not less than a minimum inaintalned lighting intensity measured at grade of 5.0 foot candles. Each Party may elect to control the light stan- dards located on its land. The type and design'of the light standard shall be approved by Target and Developer. (B) The slope in the parking area shall not exced a maximum of four percent 141), nor be less than a minimum of one percent (11). (C) All sidewalks shall be concrete or other material approved by the Parties. The paved portions of the Corroon Area shall be paved in ac4.-ordanry with a paving rec*a,me,n- datlon obtained from a reputable engineering firm approved by the Parties. (D) Utilities that are placed underground shall be at depths of not less than that demignnted by consultants approved by the parties. Design and working drawings may be prepared by the utility company providJng the service. (E) The parking area on each Tract shall contain suf- ficient ground level, standard automobile siae, parking spa- cna in order to comply with the following minimum requirumentai (a) five (5.0) parking spaces for each one thousand (1,000) aquare feet of Floor Area located on the Target Tract) 11 (b) five (5.01 parking spaces for„ eachone thousand (1,0(10) square feet .of iL°:,son" Area located an the Developer Tract; plus, with respect to'each Tract, (c) if a business use contains a drive-up unit (such as remote banking teller or food rp ordering/dispensing facility, then there 0' stall also be created space for stacking not less than five (5) automobiles for each drive- r up unit; and Fj (d) 1E a buaineas use includes a restaurant which 'Ch has less than five thousand (5,000) square %7 feet of Floor Area, then five (5) additional parking spaces for each one thousand (1,000) square feet of Floor Area devoted to.such use; or (e) if a business use includes a restaurant which has five thousand (5,000) square feat of Floor Area or ae,ore, then ten (10) additional parking spaces for each one thousand 41,0001 square feet of Floor Area devoted to such use; protiridINI how'DVOr, '(.f a relt,)ur'ant is ope'zated ,incidentally to antrther hus.i.nesa operation (gross oales, of 10% or less than tonal buslne,, 4pvrrar,lon),, then the Floor Aare'l OCLag:llod by rOcll ne.atafarannt )whall lie excluded from the application of la'D ar,hk 9e1 r161!a+.rrw. For thea puriar,aaea of 1d) and ¢es Abowra, "rastauraarrt" Shall nat Incw ud+ swach uses as a yoaant't shop, tin Muv rnn uh cpG .In r, ew ocean Shop, a de.'l , a donut :'Oop. a candy sl'w,uop, or a; chop; prcviderl, however, tl'aat i'rr, 00 enwelt ra)hal: e°nih far thssrr s&aoprs occupy r„175 atirt u'awdIVJaitiaftl basis r"irazc t)na,n *W0 trho,n,araand a2,000uquare feet +af eioor area. Thob foraar)srtlng requktomenta As wral'l, se all govarnreunta( requ- Latia7na, c,rr,q,i=^auw°era And s(a'ndiar ordfrs relatlng to parking ashAll bt. Irnr,h.aaf'dedl »altl.hoot reliance on the parkian+) spaces t r �11at MAY to a a n n a'i.lrbGe uwr n acwratl�tisr _a.^: . a� l w +,'t. 1',n t Erna* r h ad� of a ccnc4Ombaiion of part ofa '1"n°act or, sale or t'ranafeL in Lleu, thorn,of that redaacas the ni.ammor of urnabla par'kinx) spaces balowa thitt wr?ha„cti is requ(reai herein, tho 0'4rt/ va)nah4 Tract in tiro affected ahial, wase its rea,anu�Nahla anffurta (including, using aareceeds tr"M the ccr,da"InatLori sward or lettleflAnt) to resrorn and,/or subatitute parking 9pacas in order to comply 12 4•afrhra;rwe No, 20- �.)' °trn��r�����r�°�82 � r - with theP ackin requirements set forth above. If such 9 compliance is not possible, such Party shall not be deemed in default hercunder, bus :rhalll not be permAtted, to expand the amo:snt of Floor Area located upon Its Tract,,' until the forogoiag.nrequirsW�uaLnt,s of thia Section 3.2re) arq satisfied. If such Floor Area is thereafter reduced, then at may not co subsequently be increased unless the parking requirement is Q1 satisfied. tIl cr, (F) Develop-3r and Target hereby approve the grading and drainage plan to be used In initial construction of the N Common Area, consisting of sheet 1 dated June, 1941.6, sheet 2 „) dated movember, 1986, sheet 3 dated October, 1986, and sheet .0 4 dated June,, 1986 and prepared by Stpppzin &,Associates as Job„ No. 41464,2E with last revised mate to all Sheets being December, 9, 1986, Bich gradinlg and drainage 'plan shall be follow„d by Lbxw Fa,+artAem daring conarruction. During the term of this KO A, no lossty shall alter the gradeelevatlons on any porti,nn of its ",rant from those establlstptW by such plana it such alrreatuan would incre3sn the flowgof Surface water onto another Party's Tract, affect ingress and egress, or otherwise adversely affect another Party's;Trac.t. 3.3 83ldinr Acwr lamva_r ^wm . (Ay 11'he Parties hereby agroe that all buildings and any Outside Sales Arens may be located only within the Building Areas designated on the Site Plan. (B) In order to prhrluce an architecturally compatible Shopping Center, Developer and Target agree that the initial building construction and any additions, exterior remodeling or reconstruction of existing improvements thereafter shall be performed only in accordance with approved plans for such work as provided herein. The Party proposing, such work shall submit to Developer and Target detailed plans ("Plans”) as required by Exhibit C attached hereto and made a part thereof, De"lop,ar and Target, raapaatively, &hall oither apptove, dta�ag�traartw, or make rmcaomnendations for change in the Plans within thirty dW) days of the receipt thereof. Failure to npprove, disappvove, or make recommen- dationa for change withln said thirty x343 day,pf-Hod shall s.tanatiture an approval of the Mans as subaiitn d. Any disapproval at recorrumendartion For change shall ttiue ify with particularity the ronson ther+wfor. C3pun Rubralsalon of any disapproval or rvcomumendatjs:n fear change, t^kiss 4submitting party, D^,Velopot ind rargot shall Mutually cbn,3uII to eaatabllsh approved pla ua tartP)e pra.,pooeid work. 4arget and I 13 _..... �P�...89.5 i Developershall not arbitrarily or unrQasonably withhold approval of the Plans or recommend changes in the Plans which otherwise conform with the requirements taor'oof, In addition, Developor and Target shall notwithhold approval of extn�rlor r`othoaellnq or vxteriox reconatg,uctLon which does not elther aubotant9ally eniarale an exi:atring structure, or au6etanttally Change an existing akrasctu ro, In nc event shall one Party require any other Party to utilise design CO standards rsuperior to those util;taed by ttae requiring Party G` in the eenstruction of improvements on its Tract. Approval U) of Plana by Developer and Target shell not constitute 01 asseempticn of responsibility for the accuracy, sufficiency, N or propriety thereof,. nor ;shall such approval constitute a _ representation or warranty that the Plans .comply with appli- cable laws. No mat:eriaL deviation shall be made from the .0 approved Plans, Notwithstanding anything -contained herein, Developer acknowledges that ;it is familiar:with the "Target retail store'" and agrees that Target sh;all,not be obligated to submit Flails with respoct to auc'h type of building. (C) The Parties hereby specifically consent to the pla- cement of btsa"ldirags along the cc;nmors boundary line between the 1'arget J,r�%ci and the Developer Tract, and each agrees to support any request by the other for a aide-yard or setback variance if the same is required in orsle:r to accommodate such construction. iW Developer acknowledges that Target intends to construct on the °L,arget 'Mra:ct a "%etget retail store" which is generaily clasaif'ied under applicable building code regu- lation as an "un limited Aruna" building. (dy+ way of explana- tion, but not Ldmitntinn, such building clat.;ificat£on Lm deslgrwttd 11-N or' 5N under the Tlasi(orm Building Code.) go long as Target plana to construct a bulldtng of. .such c°Laasj•.. f'+atlonv, eaa, so arnq as a baufWiPq of such claasnittrAti,an rxiats On the Target Tract sCneluding any rostorAtion or reennatra, :Lican thereof), £rovelopar agrees ithat any building to hrs p,ladced or nru�nrirua.°ted on rhe Developer Tract that In M lotwted within 60 foot of the, N ilding Ara& on the Target Tract or t i i l located wi;hila 60 font of any bu3 Lding re rsrenced in itro ahgmve !hall Onrrta'ly with the requirem�onts of said 06araaif O'MtMl, lro-cludln�y the lnatallation of an apprOved Mprint ie r uy,rtemo for fine pr,Dteea„ion. to ordor to confirm the existence of a sixty foot MG yarn or clear area around the Target building and they build,inga, it any, which area trrodludildwithin til and lti) above, it ma,y be necessary to place of record an inatrument oaaa,alizhing the same. Each party agroea, to ,loin In the exocu'ticn of such 11 r 0ae rrrarrtre^71'11. 2'0 J5"a�,al"rrgat 23 dal'8 2 ' i3 r instrument in a form satisfactory to such Parties, ,In addi- tion to the requiremeota set forth 4bove, no building located on the Developer Tract shall be placed or constructed in a manner which sill itself prccluda the construction of a building of such classification on the Target Tract. (E) The second party ko construct a building along the co common boundary line between the Target Tract and the Developer Tract shall do so in a mariner that does not result L0 in damage to the improvements in place on the adjoining Tract, and further shall undertake and sasume at .its sole cost the obligation of completing and maintaining the nomi- cli nal attachment (flashing and seal) of Its building to that of the existing building on the other Tract, it being the intent of the Partlus to establish and maintain the appearance OF one contln,:ous building complex„ I'n per- forming auc'ts attachment, the wall of one building shall not receive support froin nor ripply pressure to the wa*ald of the other bui,ldinq_ (P) If a portion of any aullding Area is at one point in time paved and used as Common Area, such portion, may be sub- sequently used as euildinq ,Area provided that all parking requirements and other provigin ns of this CEA for such Tract are also complied with. Likewise, if an area is at one point in time occupied by a building, such building may be subsequently razed, and until replaced, the area shall thereafter,be deemed part of the Common Ar,: i. (G) The Eollowang 'w^,QjJ dJnq height restrictions shall be applicable to the '.ihopp:inq Center: (1) Target Tract 30' (ii) Developer Tract 30' No mechanical equipment, penthouse or waimilar appurtenant structure located on the rood" of a buliddng shall extend upward above the top of the building more than five feet ARTICLE IV MAl N'rENANC6 AND REPAIR 0.1 Utilities, (A) Each Party shall repair and maintain in firat-class condition all utility facilities, lines, and systems located 15 ),lira. i 0 on Its Tract that serve only its Tract unless 'the same are dedicated to ar,d accepted by a public or quasi-public uti- lity or authority and unless th- Parties elect to install common utilities, in which instance all costs,and expenses thereof shall be set forth on a separate agreemept between the Parties. (B) The grantee of a utility easement referred to in Cl-00 2.2(A) shall maJntain and repair at its cost any facilities LO installed purruant to such grant which exclusively serve such grantee's Tract unless the same are .granted or dedi- cated to and accepted by a utility or a governmental agency iv acceptable to the grantor which agrees to maintain and replace the same. Any maintenance and repair of non- dedicated utilities located on another Party's Tract shall be performed only after two (2) weeks' notice to the grantor (except in an emergency the work may be indtiated with reasonable notice) and shall be done after normal business hours whenever possible and shall otherwise be�performed in such a manner as to cause as littie disturbance in the use of the grantor's Tract as is practicable under the cir- cumstances. ,any Party performing or causing to;be performed maintenance or repair work agrees to promptly pay all costs and expenses associated therewith to diligently complete such work as quickly as possible and to promptly clean the area and restore the effected portion of the Common Area to a condition equal to or better than the condition which existed prior to the commencement of such work. 4.2 Common Area. (A) Each Party agrees at its sole cost and expense to maintain or cause to be maintained those portions of the Common Area located on Its Tract In first-class condition and In compliance with all applicable governmental laws, rules, regulations, orders, and ordinances and the provi- siona of this OCA. (B) Until the Couunon Area on at Trait 13 initially improved, It shall be planted so as to 'reduce dust and thercafter kept mowed and free of debris, and otherwise maintained no as to prevent erosion and present an attrac- tive appearance. (C) Tha minimum standard of maintenance for the Improved Common Area shall be comparable to that followed in other Eiret clans retail developments of comparable size in King County, Washington and shall include, but not be limited to, the followings 16 (i) Maintain, repair and resurface all drive and Parking areas to keep the_enme in a smooth and evenly covered condition and periodically sweep,, clean and reatrlpe the: same. Such activitiAs shall, to the extent possible, be scheduled to occur prior to or after normal business hours of the Shopping Center. CO u� (ii) Remeve papers, debris, fl,lth refuse, ice and � snow from the drive and parking areas to the (r` extent necessary to keep.the same in a Eirst- N class, clean, and orderly condition. (iii) Install and maintain ap[dropriate directional signsand markers, and replace the same as necesa;a-y. (iv) Illuminate the drive.and;.parkingareas, and- maintain and replace lighting facilities, bulbs and ballasts„ (v) Maintain all landscaped areas, including the replacement of shrubs and 'other landscaping as necessary, and maintain any automatic sprinkler system serving the landscaped areas, (vi) Clean, sweep, maintain, and repair all sidewalks. (vii) Store all trash and gabage in adequate, screened containers end provide for regular collection of same. (D) In the event any of the Common Area is damaged or destroyed by any cause other than normal wear and tear, whether insured or uninsured, during this term of this OEA, the Party aq,�on whose Tract auch Common ,Area is locatad shall repair or restore such Common Area at: ite sole coat and expense with all due diligence; provided however, that no Party ehnll be required to expend more than $250,000 (which Amount shall be (ncreascd on that @fifth ann€varsary d;E this DEA and each five yazarporic+d bo i50,000) in excess of Insuranara proceeds which unsay bits Available for such repair or restoration. Notwithstanding; the foregoing, in the event such damage or destruction of Common Area is caused in whole or in part by another Party or third Person, the party obligated to make such repair or restoration reserves. and retains the right to proceed against such other 17 Party or third Person for indemnity, contribution or dama- ges. 4.3 Oaii m&n _i > +r v,rk,a and Out.IiAo'Aalel Area, (A) After completion of constriictioh, each ,Party cove- nants and agreea to maintain and keep the building 4)nprove- 00 ments and Outside Sales Area, if any, located, c...n its Tract in first-class condition and state of repair, in compliance with all governmental laws, rules, regulations, orders, and 01 ordinances exercising jurisdiction thereover, and in compliance with the provisions of this GEA. Each Party further agrees to store all trash and garbage in adequate 10 containers, to locate such containers so that they are not readily visible from the parking area, and to :arrange for reyular removal of such t ash or garbage. (B) In the event any of.the building improvements are damaged by fire or other casualty (whrthe-r insured qr not), the Party upon whose Tract such building improvements are located immediately shall remove the debris resulting from such event and provide a sightly barrier and within a'reaso- nable time thereafter shall either (i) repair or restore the building improvements so damaged, such repair or restoration to be performed in accordance with all provisions of this OEA, or (ii) erect other building improvements in such loca- tion, provided all provisions of this OEA are complied with, or (iii) demolish the damaged portion of such building improvements an restore d the area to an attractive condition h in which event the area shall be common Ares until a repla- cement building is erected. Such Party shall have the option to choose which of the foregoing alternatives.'to per- form, but such Party shall be obligated to perform one of such alternatives. Such Party shall give notice -to each other Party within ninety (90) days from the date 'Gf such casualty of which alternative it elects. ARTICLE V OPERATION OF THE SHOPPING CENTER 5.1 uses. (A) No part of the Shopping Center shall be used for other than retail sales or retail services or commercial purposes, provided any retail services located on any Tract shall be of the type defined below and shall in no event be located in more than eight percent (59) of the Shopping Center. Retail services as to the Developor Tract shall 18 ()rdirri.rmv No. 20-895 Phg 27 of'S E meanretaal financial institutions, real estate.: and stock brokerage offices, travel agencies and similar ua-es pro- viding serviceu directly to the public For retail:,fees„ Notwithstanding the foregoing, no use or service nhall be permitted in the Shopping Center which is incon- sistent with the operation of a first-class retail shopping center, without limiting the generality of the ,foregoing, the following uses or services shall not be conskstent with the concept of a first class retail Shopping Centers (i) Any use which emits an obnoxiops odor, noise, or sound which can be heard or smelled outside CO of any building in the Shopping Center; pro- vided however, that this prcahih�tion•shall not _ prohibit a paging system or a restaurant; t'ii) Any operation primarily used as a• warehouse operation and -any assembling, manufacturing, distilling, refining, smelting, agricultural, CO or. mining operation; (iii) Any "second hand" store or "surplus" store; (iv) Any mobile home park, trailer court, labor camp, junkyard, or stockyard (except that this provision shall not prohibit the temporary use of construction trailers during periods of construction, reconstruction, or maintenanze); (v) Any dumping, disposing, Incineration, or reduction of garbage (exclusive of garbage compactors located in the rear of any bullding)) (vi) Any fire sale, bankruptcy sale (unless pur- suant to a court crder) or auction house operation) (Vit) Any central laundry, dry cleaning plant, or laundr'omat; provided, however, this prohibi- tion shall not be applicable to on-sit.o ser- vice oriented to pickup and deltvary by the ultimate consumer, including nominal sup- porting facilities, as the, mame may tae found in retail shopping districts in tho metropoli- tan area where the Shopping Center is located; 19 (�Oi•d once l o....2"0'495 M�of 82 ;a r (viii) Any automobile, truck, trailer or R.V. sales, leasing, display or repair; (ix) Any howling alley; (x) Any skating rink; (xi) Any living quarters, sleeping apartments, or lodging,rooms; (xii) Any veterinary hospital or animal raising LO facilities (except that this propibition shall (U, not prohibit pet shops); N (xili) Any mortuary) 0 (xiv) Any establishment selling or e�h.ib.iLing icor-- nographic materials; (xv) Any bar, tavern, restaurant or other establishment whose reasonably projected annual gross revenues from the sale of alcoho- lic beverages for on-premises consumption exceeds sixty percent (601) of the gross reve- nues of such business; (xvi) Any health spa; (xvii) Any theatre; (xviii) Any flea market, amusement arcade, pool or billiard hall, car wash, or dance hall. (B) The following use and occuganey restrictions shall be applicable to the Developer Tracti (1) No restaurant shall be located thereon within 150 feet of the Target Tract; (ii) No junior department store and/or apparel store aKeonding 30,000 sgnnre Leet of Floor Area shall ba permitted; (C) Tho p4mja "Targo t" shall not be usad to Idantlfy the Shopping Ce,aw;er or mny busineee or trade conducted on the Developer Tract„ (D) No merchandise, equipment or services shall be displayed, offered for Bale or lease, or stored within the 20 01 e'rraraNo. .2 0..:g.IS erk;t^ � V o , Common Area; provided however, that the foregoing prohibi- tion shall not be applicable to (i) the storage of shoppi:.q carte; (ii) the seasonal display and sale of .bedding plants on the sidewalk in front of a building; or giii) temporary Shopping Center promotions. .). (E) No Permittee shall be charged for the right to use the Common Area. coM Each Party shall use its best efforLs'to cause the L0 employees of the Occupants of Its Tract to park their vehicles only on such Tract. C,1 5.2 Lighting. I; .1 (A) After comps :tion of the Common Area lighting system on its Tract, each Party hereby covenants and agrees to keep its Tract fully illuminated each day fircwa Musa: to at least thirty (30) minutes after the last busineas operation on its Tract has Mused, and further agrees to keep ;any exterior building security lights on from duk until dawn. (B) It is recognized that business establishments within the Shopping Center may be open for business at different hours, and that the owner or principal Occupant,of one Tract upon which a business establishment is open later may wish to have the Common Area lights on another Tract continue to burn beyond the required period. Accordingly, the owner or princl.pal occupant of such Tract ("Requesting Owner") shall have the right, at any time to require the owner or prin- cipal Occupant of the other Tract ("Requested Oener") to keep its Common Arra lights on until a later hour as stipu- lated by the Requesting Owner; provided that the Requesting Owner notifies the Requested Owner of such requost not less than fifteen (15) days in advance. The 'Requuatinq Owner shall state the period during which it wishes the lights to be kept on to a later hour and shall pay to the Requested Owner a prepayment deposit Be follower 1. If the period is lesu than thirty (30) d.vya, then the deposit shall be one hundred ten percent (1101) of the reasonable cost (as estimated by the Requested Owner) of elec1tr9 al power for such later hours to be Incurred by the RutJvoated Owner. 1 2. If the period Is greater than for equal to thirty (30) days, then the deposit shall tad one hundred ten percent (1101) of the reasonable cost (as estimated 4 21 d n rna nee No. 2(1..-895 �m_._mP ., M by the Requoasted owner), of electrical power during the first thirty (30) days of the period for such later hours to be incurred by the Requested Owner. If the period is greater than thirty (30) days, -then the Requesting owner shall renew such prepayment deposit at ,the end of each thirty (30) day period. The Requaaasting Owner agrec°n to pay one hundred ten percent *11 (1101) of the cost to the Requested Owner o: electrical. power to provide .such extra--hours illumination. if the Requested owner in of the opinion that the deposits made by W the Requesting Owner do not cover one hundred ten parcesat. (1101) of such costa, the Parties shall attnmpt to agree to the cost of such electrical ,power and „f they cannot do sta, °w then the amount the gar�)uesta'ng Owner is o'bl gated to pay shall be deter;ilned frm.. the power costa as estim,at.eal by the electrical utility irlompany furnishing :mucin prwor, or ofthe utility fails to do .,,o, by a. reputable engineoft'. Upon the failure of a Reguestineg Owner to pay the aforesaid amount or renew a deposit as required hereby, the Requested i;twner shall have the r4.9ht to discontinue such additional lighting and to e'r.erc.se other remu+ddies herein provided, Any such request for additional lighting way he withdrawn or ter- minated at any tome by written notice from l.he Requesting Owner, and a new request or reque:nts far changed hours may be made from time to time. (C) As an alternative to the proce.as of lighting another's Tract as set forth in (B) above, a Party ('Constructing Party") may install, with the, conraa*nt oc the other Party ('Consenting Party'), m socondary wiring a,rsrtetn, from the Constt°ucting Party's Tncct to the li ht standarado. on the Consenting Party's °¢ract, which would permit a past'_. tion or all of the Righting on the Conaent.ing Partyes Tract to be operated rnntrmpornnt-ous,d,y with the lighting on the Construca;ing Party's Tract. All canto and eatpunaes asnow ciated with the inntallat)on, maintenance, replacement, and operation of such uecondary wirdng, including the coot of ,3ne.rrrjy to 11ghr any tzortdon of the Connanting Party"a Tract,. uhaali� be anstiam,d and promptly paid by the Conutriuct(ng Party, Tice Construrating Party shalt, mubmit to the Contenting Party appropriate plans ausi apvcification;a for the inatalletion of ranch necondary wiring syratoms. 'rhe Coauaehting Party 3hd11 have thirty p3Q) dlaya to approve or disapprove of such eubralasLon, such apprravai not to be unreeeonab'ty withhal+l, 11 the Consenting Party da'nan not diaapprove of the submi!s.Jlon within the 3U.clay pc,riLid, approval shall be deuawpesi givaany if dlampprova) 1«w alivwtn, trite as CJr°c(r'wra)rce Nd2fJ J5af-82 G constructing Party shall revise the submiaskon to accom- modate the reasonable objections of the Consenting Party and then may resubmit such plans and specifications to the Consenting Party for its approval. 5.3 Signs. No exterior identification signs shall be Allowed within m the Shopping Center except as set forth hereinafter. (A) No freestanding sign shall be pefmitted within the U. Shopping Center unless constructedin areas ,designated on the site Plan, and only one such sign may he located in each designated area, The Target sign area may be used to iden- tify not more Char, two (2) Occupants of :the Target Tract, The DeVelpper alga ,,res may be used to identify, the Shoppiny Center name and/or one Occupant of the Developer Tract. The designation of a freestanding sign location on. a Tract shall in no way obligate the benefiting Party to construct such freestanding sign. However, if such a freestanding sign is constructed, the benefiting Party shall be responsible for the sign's operation and maintenance on a first-class basis. Developer and Target shall have the right to approve the design and size of all freestanding signs) provided, however, that Developer hereby approves the use by Target of its standard prototype identification sign as the same exists From time to time. Notwithstanding anything above to the contrary, each Party shall be permitted to place within the Common Area located on its Tract directional signs or informational signs such as "Handicapped )'ar^kln,)", th^ temporory display of leasing informA tA.on and the temporary erection of one sign identifying each contractor wo.dkjng an a. construction job, (B) Any Occupant oc: upying less than twenty-five thousand (25,000) square feat of Floor Area may not have more thin one (1) idontlfication aLgn pl&ced on the exterior Of the bud".ding it occugrlea) providod however, that if any such Occupant is located at the corner of A building, then ouch Occupant. may hava an identification sign on each aide of such corner, Any Occupant occupying at least twenty-five thousand (25,000) square feet of Floor Area may have- more than one lde.ntliLcation sign placed on the exterior of the building It oaecUpieA. Thla paragraph (D) ahal.l, not apply to a freestanr3ing building having a single oc+ op:Ant. 23 Ordip 7mt, 1'11. -0-895 w No exterior identification sign attached to a building shall be of the type set forth belowt 9i.t placed on canopy „oafs extending above the building roof, placedon pa;ntho�use wa;lls, or placed so as to project above the parapet, ranopy, of top of the wall Moran which it:. is mounted„ Co (Ii) placed at any angle to the building. provided, In however, the (oregoing shall not apply to any sign located under a sidewalk canopyif such sign is at least eight id) feta above the ,idewal,h, unleaa .indorporated N In an overeill decorative s.*hrvme applied to the entire building or section therea f, �r `a (iii) painted on the surface of any building. No exterior sign shall identify leased departments, con- cessionaires, products- or cervices. (C) Nioither exterior identification signs attached to buildings nor freestanding signs shall be of the type set forth belowa (il flashing, moving or audible signs; (ii) signs employing exposed raceways, exposed neon tubes, exposed ballast boxes, or exposed transformers,- (iii) ransformers;(iii) paper or cardboard signs, temporary signs (exclusive of contractor or construction- related signs), stickers or decals; provided, however, the foregoing shall not prohibit the placement at the entrance of each Occupant's space s small sticker or decal, indicating hours of business, emergency telephone num- bers, and other similar bite of information. ti)k t. wny 'peyInn" signs are al9n'F ed by the appLlca ibt,e ,lovera mr-n'tal ente dties, Target ahsll nave phei rs',plt to esti_. 1(aa:w th" pa!i)c-oru 119r to ldcna,Vry ita Target Stora. If the :iYYrF,a.aine. CI,14 tr' la Hm. �er t, '�,.. i6 D dt.& Rte ^nky �aientif6ng raraestore by Oso of a lwp le-on r �i�ra, Tnrrfat nhall have 4h,4 rgght to oat)- lite tho 11p4)n. 1,C tbaew one utore c,rn r mo the pile-ran sign for ldentiflcatlotn, then up to throws atorus, ;Including Target, shall Le able to identify their ukasare on tlho ,sign, provIdend, howover, that Target shall have the sole right and 21 C7rdhl authority to designate the location and size of each store identification. 5.1. tasurance. (A) Each party with respect to its Tract shall maintain or cause to be an31nuaiA6d in full donee, and, effect Comprehensive (;eneral l.iabi'Iity lnsurnn(la, including personal injury Liability ln3urancn and Contractual co Liability 2nsuran+c.> with a financially respoft3Gble insurance (3` company or companies licensed in the state Where the u) Shopping Canter lk� located, with a minimum Best's rating of A:X' such insurance, to ,provide for a limit of not less than Three Million Dollars (,$0,000,,()00.00) for bodily injury or �) death to any one. person„ Ear a limit of not losa th,)n give Million 04:illars for bodily iniary or death to any number of persons arising out of any ono occurrence, and for a limit of not less than One Million-"Dollars ($1,000,000.00) for any property damage. Additionally, such insurance shall include the following minimum requirements; (i) shall provide coverage on an occurrence basis; (it) shall provide that the policy may not be can- celled or materially reduced in amount or coverage without at least 30 days prior written notice by the insurer to each of the other Parties; (iii) shall include the other Parties as additiona- linsureds; (iv) shall provide for severability of interests? (vi) shall provide that an act or omission of one of the Insureds or additional Insureds which would void or otherwise reduce coverage, sha11 not reduce or void the coverage as to the other additional Insureds or the insured, renpactively. such insurance 4l'All specifically axtand to the contractual obligation of Char lntoired )eamrty art ming out of tha indem- n1fleation obligations swat f'r,rLb in t.ha next santon�ee. each Party ("Indemnitor'") covenao„ta and agraarm to indemnify, defend and (hold harrnleaa tlrowa other party d"lndonnl,taa') from and against all claima, co,mta, axpenana and liability (including reaaonAb)e attorney's fana arol cont of suit incurred In connocttan with all claima) ine:liadinay any action or procoadinge brought therein, arising irrarr CrAA a result 25 d°Y"a finance No. 20-895 Y f of the injury to or death of any person, or damage to the property of any person or entity which shall occur on the Tract owrled by 68th Indemnitor, except for clda)mc caused by the nng,ligence or wi11ful act or amIaairan of such Indemnitee, Its licensees, concessionaires,, agehts, ser- vdnts, or employees, or the agentw, servants, or; empinyees of any licensee or concessionaire thereof. Th.g Parties agree to review the minimum limits set Earth above,;every ten Co (10.) years and further agree to adjust auch limits if cir- G` cumstances warrant.. L7 (3) Effective upon the Commencement of construction of improvements, the constructing Party will carry or cause; to N be carried, fire insurance with, an extsndeJd coverage endor- V7 sement with a financially responsible inau rnnce company or Co companies licensed in Lao state where the Shopping, Center is located, with a minimum nest's rating of A.X, in an amount at least equal to eighty percent (801) of the replacement cost iex,clusive of the cost of excavation, @oundataions,, and footings:) of the buildings and smprovvments, tech coverage extending at least to the following perilsa; lr,,usa or damage by fire, windotacm, cyclone, torn5s4r'a,, hail, expluoslbn, riot, riot attendinq a strike, civil Commotion, malicious aa,i'lchief, vandalianh, aircraft, vehicle, smoke daamaaye, and sprinkler leakage. Each Party (the "Releasing party") hereby releases and waives for itself and on behalf of its insurer, claims against any other Party (the "Released. Party') ftvam any liability for any loris or damage to all property of such Releasinrp Parry locntr;rdi upon any portion of the Shopping Cc-liter, whiath 1053 or darl'age is of the type generally covered by fire inaurance with an extended covora c endor-- rtrmearite Irrespective either of any negligence on the pa!'t «;)E rhe Relemand Party whlrh may have contributed to or caesedi such leas, or of the amount of such insurance rryuired or actually carried,, Each Party agreed to uno its beat efforts to obtain, of neoded, approprint to its poli- ciea of insurance with respect to thati foregoing releaser pravidori, hovevrrr, that faituro to obtain auch endbrsoments "hall not aftnct the rolensa hetelnabave glvarn, f'acl) ia,%r't,y t"Indemnikrar'"h covenants and agrov-n to lnrlomnkfy, defend and I•Mld haramlydss each other VsTry 6 "lildemnizl�e') tr m and a:)a inst, All cls lras anrierted by o thraaay a any Werml tt,*o i of the lndemnitor's Tract taut any loan of damage to the pro- perty of aucha Perms ttee Ic.• atrid apon cies reaper,,tJ%,a Indennitor'a Tract, which loss or ddt-saria lb of thn type gonrrally covered' by fire insurance wtitia An extended 26 o•c�i.ice No. 20-895 P'oge ?J:cif 82 coverage endorsement irrespective of any negligence on the part of the indemnitee which may have contributed to or caused such loss, (C, Prior to commencing any construction activities within the Shopping Center, each Party shall obtain or require its contractor to obtain and thereafter maintain so long as such construction activity is occurring, at least 00the minimum insurance coverages set forth below: Q` 1i) Workers' Compensation - statutory limits (it) Employers Liability - $100,000 N (iii) Comp-ehensive General and Comprehensive Auto Liability as tollows: =\ (a) Bodily Injury - $1,000,000 p'er occurrence (b) Property Damage - $1;'000,000 per occurrence (c) Independent Contractors LiabilitY or Owner's Protective Liability) same coverage ns set forth in (a) and (b) above; (d) Products/Completed Operations Coverage which shall be kept in effect for two (2) years after completion of work; (e) "XCU" Hazard Endorsement, if?applicable; If) "Broad Form" Property Damage Endorsement; (g) "Personal Injury" Endorsementsf (h) "Blanket Contractual Liability" Endorsement. If the coontruttion activity involves the tide of another Party's Tract, then the owner of such Tract shbl.l be named as- an adc)ltionnl insured and such inaurance shall provide that the same shall not be canceled without at least thirty 130) a34y;a prior wrltt.nn notico to the neer„ed tnsr jredi. it such inauranc•e 11, cancOcd or expires then the conlit,ructing Party ahall (C6mcd(1tol,y %,op a�l'l work on or unn of mnother Partys Tract tsntll elther tho raqul rod �nauranca is reinstated or repl.Acement Jrauvanzo cbt.rsanoi., 27 895 Ile z,1 ° 6 tri a�2 t (C) The insurance described above may be carried under (i) an individual, policy Covering this location, (il) a blanket policy or policies which fnciudes other liablltties, properties and loo:^ations of such Party, Cili) a phaco of self-insurance, provided that the party so self-insuring has and maintains $40,000,000 or more of net current assets as evidenced by such party's annual repaort. that is audited by an independent certified public accountant, or (iv) a com- bination of any of the foregoing insurance programs. To the co extent any deductible is permitted or allowed as a part of LO any insurance polLcy carried by a Party; In compliance with (T` 5.4, such Party shall be deemed to be covering the amount thereof under an informal plan of self-insurance; provided (y however, that in no event shall any deductible exceed $50,000,00 unless such Party qualifies for, self-insurance pursuant to (iii) above. Each Party agrees- to furnish to .r any Party requesting the same, a certificate(s) of insurance evidencing that the insurance required to be carried by such requested Party is in full force and effect. 5.5 Taxes )nd Assesqrnenta, Each Party shall pay, or cause to be iaie9 prior tan delinquency, all taxes and assessments with respect to its Tract, the buildings, and improvements located thereon and any personal property cwned or leased by such Party in the Shopping Center, provided that if the taxes or assessments or any part thereof may be paid in installments, the Party may pay each such Installment as and when the same becomes due and payable. Nothing contained in this subsection shall prevent any Party from contesting at its cost and expense any such taxes and assessments with respect to its Tract in any manner such Party elects, so long as such contest is maintained with reasonable diligence and in good faith, At the time as such contest is concluded (allowing for appeal to the highest appellate court•), the contesting Party shall promptly pay all such taxes and assesaments determined to be owing, together with all interest, penalties and.costs thereon, 5.6 t,iM aa, In the evont any muchnnIc a llen is filed against 06 'frAct of one (arty aero a ruraaalt of, mervicea per- iormod or mrO.erials furniihed for tha Lu4n tat another Party, thn party permitting or causing such lien to bar so filed agrees to ensue nwch lien to be discharged prior to entry of final jud•jment (after all appeals) for the foreclosure of such lien and further agreem to indemnify, defend, and hold harmless the other Party and its. Tract against liability, lose, damage, costa or expenses (including readonable attor- neys' fees and coat of suit) on account of much claim of 28 lien. Upon) request of the Party whose Tract:,is subject to such lien, the Party permitting or causing such lien to be filed agreen to promptly cause such lien to by released and discharged of r,-,cord, either by, paying than indebtedness which rgavo ri ae to auch lien or by roosting found or other security as rghall bt: requires) by law to obtain uuoh release and discharge. Nothing herein shall prevent a Party per- mitting or causing such lien from contesting: the validity G thereof in any manner such Party chooses so-,long as such LO contest is pursued with reasonable diligence. In the event such contest is determined adversely (allowing *for appeal to C1 the highest appellate court), such Party shall promptly pay in full the required amount, together with any interest, .;.) penalties, costs, or other charges necessary to release such x? lien. ARTICLE VI MISCELLANEOUS 6.1 Default. p 4 (A) If any Party fails to comply with any provision herein ("Defaulting Party"), then any other Party ("Man-Defaulting Party") may, upon fortyr-fiv„o (45) days' prior written notice to the Defaulting Party, proceed to cure the default (and shall have a license to do so) by the payment of money or performance of some other action for the account of the Defaulting Party. The foregoing right to cure shall not he exercised if within the forty-five (45) day notice period (1) the Defaulting Party cures the default, or (ii) if the default is curable, but cannot reasonably be cured within that Gime period, Chu Defaulting Party begins to cure such default within such time period and diligently pursues such action to completion. The forty-five (45) day notice period shall nut be required if, using rVA.aonahle judgment, the Non-Defaulting, Party deems that an emergency exists which requires immediate attontion. In the event of such an emergency, the Non-Defaulting Party shall give whatever notice to the Defaulting Party as is reasonable under the circumstances. (a) Within ten (10) days of written demand (including providing copies of invoicos reflecting costa) the Defaulting Party shall rehaburse the Non-Defaulting Party for any sum reasonably expanded by the Non-Defaulting Party to cure the default, together with lnterest: thereon. (C) In the ovent any Party shall Institute any action or proceeding against another Party relating to the provisiona 29 '6-8,95 .I of this OEA, or 'if any default hereunder, or to collect any Amounts owing hereunder, the unauccessful lltLt3an,t In, such action or proceeding shall reimburse the nucceaeful litigant therein for costs and expenses incurred by the successful litigant In connection with aueh action or proceeding and any .appeals therefrom, Including attorneys' feea.and:-court costs. (A) All remedies are cumulative and shall ,be deemed additional to any and all other remedies to which any Party may be entitled in law or equity.n in F, ch Pa it a rt a1 also � Y phall 9 y Y R h;ve the right to restrain by injunction any vio)astion or threaten,2d violation by any other Party of any of the terms, Cy covenants, or conditions of this CEA, or to obtaiq a decree - to compel performance of any such terms, covenants, or con- ditions, it being agreed t;sat the remedy at law for a breach • 9 9 Y of any such term, covenant, or condition (except those, if any, requiring the psympnt of a liquidated sum) is noL' ade- quate. 6.2 Interent. whcrever and as often as one Party shall not have paif any sum payable hereunder to anotherParty within five (5) days of the due date, such delinquent Party shall pay interest on such amount from the due date to and including the date such payment is received by the Party entitled thereto, at the lesser of: (A) The highest rate permitted by law to be paid on such type of obligation by the Party obligated to make such payment or the Party to whom such payment is due, whichever is less; or (B) 3% per annum in excess of the prime rate from Limo to time publicly announced by The Bank of America NTSA or its successor, including by merger, consolidation or other operation of law. 6.3 ltonlc1 tertIfic4te. each, rsnrty arisees kth&t, upon written requost WhTZE aoNWI F not be armors f req%srnt t hftri 'three (3) tlmaa during arty cal"odar year) from tuna to time of, any other PArt'y, it will bseuc to a proapective smiortgagee of tsuch other Party or to a prospective auccensor Party to such other Party, an eat.o,ppal certificate atatingr (A1 who ther the Party to whom the request has been directed knows of any default by texts rejoesting Party under this CFA, and if there .are known efaulta, speci(ying the nature th,ereof7 30 (.,Yash!'BCdnce,"gra 20--895 39 cr,f -------------- (B) Whether this OEA has been assfgne4, modified or amended in any way by the requested Party (and *f it has, than stating the nature thereof)) (C) that to the requested Party's knowledge this OEA as of that date is in full forces and effect; !. Such statement shell act as a walver'of any claim by the 00 Party furnishing it to the extent such claim is based upon facts contrary to those asserted in the statement and to the extent the claim is asserted against a tons fide 01 encumbrancer or purchaser for value without knowledge of CI facts to the contrary of those contained in the statement, and who has acted in reasonable reliance upon the statement; however, such statement shall in no event subject the Party furnishing it to any .iability whatsoever, notwithstanding the negligent or otherwise inadvertent fallure. of such Party to disclose correct and/or, relevant information. 6.4 Notices. All notices, demands, statements, and requests ("notice") required or permitted to be given under this OEA must be In writing and shall be deemed to have been properly given or served as of the date of pernana;-. dellvery, or as of the date the carne is deposited in the United StAt+,,a or Canadian mail, prepaid, by reg-atered or ctrtified mail, return receipt requested, or as of tfae date deposited with a reputable courier service such as Federal Express. The address of the signatories to this DEA is set forth below. In the event a Party shall encumber its Tract 'by a mortgage and notice of such fact has been given to the Party issuing such notice, domaril, statement, or request, thoan a copy of any notico of anounta dwte or not,ldea of default directed to such mortgaging Party shall also be sent to its mortgagee. Targets Dayton Hudson Corporation Target Stores—Real Estata Attns Property Administration 33 S. Sixth Street Minneapolis, MN 55402 Devalopers BCE Development Inc. 999 West Hastings Street Vancouvar, B.C. Canada V6C W. Attentions Vice President Shopping Center Management 31 frur rtsxa°ar ��-� ;82 Any Party shall have the right from time to time and at any time, upon at least ten (ld) days' prior written notice there^afin aacordalnce with the provisions 'hereof, ;to change its rea,pective oddress and to specify any othv,- address within the united States of a~'Manerica or Canada, provided, however, notwithstanding anything herein contained to the contrary, in order for the notice of addre=:a change to be 00 effective it must actually be received) and furthers provided such address may not be a post office box. 6.5 AfaxrovAl Ric .. Unless otherwise herein provided, whenever .appro al ra required, such approval- shall not be Od unreasonably withheld or delayed. Unless provision is made for n specific time period, approval shall be given or with- held within thirty (30) days of the receipt of the request for approval. If a �'asapproval is not given, 4ithin the required ttme period, the requested. Party shall be deerried to have given its approval. If a party shall disapp;'rove, the reaeene therefor shall be stated. Except with respect to an approval given by ;Lapse of time, all approvals and disappro- vals shall be in writing. The "right to approve" herein reserved by Tarqet and Developer, respectively, shell be assignable by each, but only by Developer in total to a Party who owns a Tract within the Developer Tract, and only by Target in total to a party who owns a Tract, within the Target Tract; each successor naairgnee may also assign such "right to approve" on the same condition. If the holder of the "right to approve." 6.6 Condemnation, in the event of a condemnation or a sale in 1—'W-thereof concerning a portion or all of the Shopping tenter or improvements, the award or purchaie price paid for Wich taking .qhm ll be paid to the party awning such land or improvaaaa'nenr a Au takan, Any Porty who rrciri')',i, have an easeaNent Or Other ;aropnrty intgroat or right under this C$EA in tho land or imprrovemonta n,o taken, hereby, r.rlaaasea rand walven such props-rty intoreat or right with I•cspact to Basch award or purchaeo prtcal provided, howavar, such other ''Party aha'll have the right to arrr•k an award or compensation for tha load of Lacs eaaemmnt right oe ;property intaareat to the extent much award or compensation paid or allocated for such lose rloas not reduce or dC^uinish the amount paid to the Party owning auch lan,ci. Notw[Lhstandinrl the above, 6.6 is not latandea to alter any other agreement, u4)utch may exist between the o+sne. of the land no taken and any person having an intern rat in said land puraaaant to othaar contractual rela- tionahtpa, 32 V7Ii,aY µ... xac•e No 20-895 Page 4� crj'82 6b7 �anE� �"Ye t raa eermarr� of this O craw �� nca l en,aracs mann wMltlro the 'land and ahnll L.nura to tho ti benefit or and be binding upon the eigtaatotlaae 7arrepaa sand ereu respectdve Successors and arealgns who hecpme Parties hcronaraid'or« This ORA Is not intended to ear„aera;efra, aoa,rlif.Yr armaraaa7 or hherwrlae Change the provislou F , any Prior z>, anst"ment affasctinl the lanar burdened horehy„ 1 ; f s r lynr aari. 1, rept of Phar Whenever sequired by the icon- tt lie f9f,A the singular ahh R vice vInclude 4 Vroe irnl x,r al,W antia vera am enr mtwe ant,aruPlne nhal„1 include the femInfrae andn('y Fa x°17 Vre;,E a�onMt meC"sa and vice versa. .9 C4unt�kroer�,a ,amdiC11a_r�are p executed, in Saveanr"CF1nteranrtarI QAchITOf wrhichf4haal.k be tae deernoei 8n original. The si�Yraaturea to m , thicutInd Anil notarized, or reparat �'a : may to, .,xe,. th9n aVhh aanstitute c iaTean and when to ome Complete document.. '1 areyat oaaof "orrna rshI Lj. ti,ono of the :erruus or faro- hnrwaare r or a rorty . vda:enn or to o nth oag,t la-r ePMe to creetca x p�zctcroa,rshtrn X the 'ae a kaa:a in thea r raarap.CL j �e daur:azasaesarin oa o+thx�rrw3 ea nor• shall it casae+uo thrtu to tze-considered joint:. shade be aaa nembers of rant' w7lrouhe�nter,pr�ian, Each Parry aha 81 be orrnairiererd a aepaarnha» owner, and neo par &unva he right to acley odaa'll t as an Agent for another paa•t"y" unlef"aa oxpransslyr rauthorizeri tra do -in herein aur byaAr:,ra.zr.,jt• written dnat;rnamont signed lay the Party to be ctlaarged, 6111 got, a public DoiiGu tS a¢A ha � Pfoth.ing hzrerra 4fieta iruC� td hp:p na.T c" a a. n 5TIT a3e icamtLcsn oy^ portion anrtda�n a��f � the 8vra G entr�r r r of ,ara'y Tract or port ion th.re,r f to the general oolalis:, or frjr air mor�vOr. tneept an h;rvrel" aav y puhli,c alae or perpaome what- Ori rGeloo or lunrarnitica of an V Cificat'lly mprovloed1110 ne Fiiht,me brrrIt of ayParty htuinurecpartyprropwsty porrson ve r nor n r�sa be a laeneflctaa: p�rCyl,eY�on'N, cme afnart herein, b of any of CPae of an�.l 'xeennhnkb [rra1 5 ,p . Whonover er!ormanrre IN required y parry kaer nfrar, that la,art,y+ mhall uaae hl �aoa dill- ayentm ttio porform amus take all necea�Tary maraauaracea Earth to o ai r rrf prohalo , rra good 00d0aovevera thAt if ccrnpleat'uro aaf of trrS ,pe�r , ihe Ad anC�e eutt o.layod at Any tiara by rea�ran of �nct�s waaar, civil commntVoar, rrnM;a,� ntr&Faa,a, pkc�kna9ru or ✓aLh ar laAbor iii np",Ouro aaiaeavaa p ditMrayaa leo work �in lahListy of lnbcr, or maatrrna,t.,m, .aasus e1Cy. ar ata,y caµirra0 beyond rutherere pprn progress of en T3 FO,"Firwmwe.tAla, 20 895 F air v 42 of K 4 Party, then the time for performance as herein specified shall be appropriately extended by the amount of the delay actually so caused. The provisions of this section shall not operate to excuse any Party from the prompt payment of any nannies required by this OEA. CC) u) 6.13 severabili . Invalidation of any of; the, provi- sions conFT1`d i this OEA., or of the application thereof Q. to any person by judgment or court order shall in-no way affect any of the other provisions hereof or the application cv thereof to any other person and the same shall remain in full force and effect. 6.k4 Amrradmcnta, This OtA may be amended by, nrnd only _ by, a written t_g'r- : eernsnt signedby all of the than current Parties and shall be of octive only when reeorded in the county and state where the Shopping Canter is located. No consent to the amendment of this OEA shall ever be required of any Occupant or Person other than the Parties, nor shall any Occupant or Person other than the Parties have any right to enforce any of the provisions hereof: 6.15 CaL3t onnss and Caoi!tAAiedT—rra.s. The captions pre- ceding the text of vacGa rartia e and iaa ction are included only for convenience of reference. Captions shall be disre- garded In the construction and interpretation of the OEA. Capitalized terms are also selected only for convenience of reference and do not nectviar(ly have any: connection to the meaning that might otheexwise battached to such term in a context outside of this OEA. 6.16 Mil imisat.lon of Oama as. In all situations arising out of OUT—OFA, all inerts... shall attempt to avdld and minimize the damages resulting from the conduct of any other Party. Each Party hereto shall take all reasonable measures to effectuate the provisions of this OEA. 6.17 expressly®agreil Shall thatEinoe NotwlthAtandincL It to Oreach, s 0 ®hall (i) ontitle any Party to cancel, rescind or, otherwiae terminate this OEA, or (11 ) defeat or render invalid the lien of any mortgage or deed of trust made In good faith and for value as to any part of the Shopping Center. flowevar, such llml- tation shall not affect in any manner any other rights or remedies which a Party may have hereunder by reason of any such breach. 6.18 Time. Time is of the essence of this OEA. 31 �r lhi r r G Tract is temporarily not open for business solely by reason of renovation or remodeling (but not in excess of six ccn- secutive months) or by reason or reconstruction of the Target Store building as a result of damage or dest'r'uction Ibut not in excess of 12 consecutive calendar mont:he after theevent of damage or destructlon)'), the owner of the Developer's Tract shall have the right, which may be exer- `o cised by written notice is "Purchase Noticc") to Target UO within one year after the date 'Target ceases to operate the IT entire floor area of its building, to elect to purchase the _ Target Tract and all improvements and appurtenances thereon CV (collectively,. the 'Target Property"), as set forth in this Article; provided, hnwever4, that this option ahall not apply Lo a sale of the Target Tract to any entity owned or controlled by Target or in the: event. Target cells a maJority of its Target stor,. .in the West+-rn Washington area to one purchaser. In addition, prior to exercising Its option to purchase as set forth in this Mreeanent, Developer shall give Target sixty d60) days notice after the-expiration of the twelve (12) months of non-operation of its intent to exercise this option, at which time Target shall have the right to reopen the Target Store and this option shall be null and void until such time as Target ceases to operate as defined herein for a period; of twelve (1.2) con�recutive months and Target has been given sixty (66) plays written notice; provided however, that if Target makes a Target Company announcement that it Is closing this Target Store, the sixty (60) day notice as defined herein shall be reduced to fifteen (15) days. The Target Property shall not include Target's moveable trade fixtures, signs or other personal property. If the o,,:ner of the Developer's Tract (hereinafter referred to as the "Purchaser') so elects to purchase the Target Property, the purchase price who'll be the fair market value of the Target property as determined by appraisal as hereinafter provided. The' Purchase Notice, to be effective, shall name an appraiser selected by the Purchaser who shall be a member of the American Institute of Real Estate Appraisers and shall have had at least five years experience In appralsing commercial real property. For pur- poaea of U! in .Article, "fair market value" shall mear, the price at which the Target Property could be sold by one who desires, but is not required to @ell, and is nought by one who desires, but Is not required to buy, after due con- aideration of all the elements reasonably affecting value. Within fifteen (15) days from the date that 1,arget shall have '.received the Purchase Notice, Target shall select an appraiser and give Purchaser notice in writing, of the name and qualifications of the appraiser so selected. Target's 36 0,(77,'w,-,,-A-520-895 _ 1 , « 2 . appraiser shall have the same qualifications as set forth above in connection with the Purchaser's appraiser. in.,the event Target fails to appoint its app_aiser within said fif- teen (15) day period, then Developer may request appointment of such appraiser by the then chief Judge of the United States District Court having jurisdiction over the county of King, in the State of Washington, acting in his personal, OD private capacity, and neither Developer nor Target shall LO raise any question as to such Judge's full power and jurls- dlct.ion to entertain the application and make the appoint- 0, ment. The two appraisers so selected shall determine the fair market value of the Target Property at a meeting which shall ®`•� be held in Seattle, Washington, within thirty (30) days of the appointment of the seco.id appraiser. The appraisers shall continue to consult at such times as they deem necessary for a fifteen (15) day period from the date of their first meeting in an attempt to agree on the fair market value of the Target Property. If the two appraisers so selected are unable to agree on the fair market value of the Target property, the two appraisers shall, within ten (10) day.n of the Owruediately aforesaid fifteen (15) day period from the date of their first meeting in an attempt to agree on the fair market value of the Target' Property. If the two appraisers so selected are unable to agree on the fair market value of the Target Property, the two appraisers shall, within ten (10) days of the immediately aforesaid fifteen (15) day period, name a third appraiser who shall also be a member of the American Institute of Real Estate Appraiser and shall have had at least five (5) years experience In appraising commercial real property. The three appraisers shall thereupon meet in Seattle, Washington and contlnup to consult with each other at such times as they doom nocesaary for a fifteen (15) day period from the date of the first moeiing of the three of them In an attempt to agree on the fair market value of the Target Property. 1n the event that tow or more of the appraisers are not able to reach agreement as to the fair market value of the Targut Property within fifteen (151 days after the first meeting of the three appraisers, then each appraiser shall submit his independent appraisal to Purchaser and Target (which need only be in letter form) stating that (i) he made an appraisal of the Target Property, (ii) his appraisal as to the fair market value of the Target Property and (Ili) the 37 Or•cdin_a cc N'o. 101-895 Page 46 r; . a basis on which he made such an appraisal. The three inde- pendent appraisals shall be added together and the resulting sum divided by three, the resulting quotient shall be the appraised fair mar'lot valae of tho Tartlet aropert,'y+ rp_. vidad, howover, if the lowest appraisal nnd/or tha highe:ct appr�xatsal Wie7is morns t'tann 25t lower and/or higher than the saiddle a,pprai'ual, the loweat a,ppralaal and)or thea 'highest. m appraisal ihai,l Ue di",rregardusd. if only one appralaaal is p� disregarded, the reMining two appraisals shall be added L0 together and their total divided by two, the resulting a quotient sha:l.l be the appraieed value of the project. If both the lowest appraisal and the highest appraisal are CV disregarded because each varies more than .25% from the r middle appraisal, then the middle appraisal shall be deemed } the fair market v.iue of the Target Property. The appraiser or appraisers' determination of the fair market value of the Target Property shall be final and binding upon the parties, absent fraud or gross error. Each party shall bear the fees and expenses of its own appraiser and the fees and charges of the third appraiser shall be borne equally by Purchaser and Target. The purchase of Target's interest in the Target Property shall be consumncated through an escrow established at a mutually acceptable title insurance company within sixty (60) days after completion of appraisal. The purchase price shall be payable in cash unless otherwise agreed by Target. Title to the Target Property shall be conveyed by Target to Purchaser or Its nominee by statutory warranty deed subject to all easements, restrictions, covenants and conditions of record, except that unpaid taxes, assessments and any mortgages or liens then outstanding on the Target Tract shall be discharged from the purchase price proceeds payable by Developer hereunder. Nondeliquent real property taxes shall be prorated as of the date the deed Is recorded. Target shall bear the cost of an ALTA Owner's Standard Policy of title Insurance, which shall be delivered to the buyer at closing, and any excise taxes or documentary or stamp taxon imposed in connection with the sale. Purchaser and Target shall each bear 501 of all other closing costs including escrow and recording fees. Notwithstanding any othor terms or conditions of this Option to Purchase, this option shall terminate and be null and vold on September 30, 2006. 38 y OPERATION AND EASEMENT AGREEMENT BETWEEN DAYTON HUDSON CORPORATION AND BCF. DEVELOPMENT INC. IN WITNESS WHEREOF, the Parties have caused this OEA to be exe- cuted effective as of the day and year first above written. coC LO ("Developer") ("Target") 0" By 7 Name Name ,.,�_..... ,rvw Title Titles 17, 5kar"w ATTEST: ATTEST; r ay By �d L�k xu 4L tsw Name Name, Pro �ll TILle T1t) w d9 ]9 0) m-a°v [i�� a OPERATION AND EASEMENT AGREEMENT BETWEEN DAYTON HUDSON CORPORATION AND OCE DEVELOPMENT INC. IN WITNESS WHEREOF, the Parties have caused thla OEA to be exe- m cuted effective as ol the day and year first above written. T l!7 � d"Ded c� k (" Ta rget") NEly— . By p t � Name Title Tile ATTEST: ATTESTS N Y1_ Name „k Title ,. a Title �.,._.u.G�_M„�10��yy':�..ry..'�' .. .,.. . ,........�-�„- �� ]9 a-dinance No. 20-449.5 Page 49 oj'82 _ n STATE of MINNESOTA y, )55 COUNTY OF HENNEPIN ) On this f7T>1 day of 11 9111_. 19-3.j, before me, a Notary Public_ within and for said County, personally � aiand ' 'ne , to appeared ;.'lack D. Fon'f �.....�.a u t me personally known, being each by me duly sworn, did.say that they are respectively the r � Iares lyh and i_ � (n wlpt¢_ Asstlstant 50(rrtar,.Y _ of _O__aX..toR Hud.gfl 0rRgrRSion and that said instrument was sign-2d in behalf of said corporation or by authority of its Roard of Directors and ._a k ,� of Lr) and William P Hise �rc acknowledged said instrument to be Q'" the free act and deed of said corporation. tmwwe.n flA mu"4R'R�ImR°� Sa. lY4i"� Rf'P U raY _ 4AA v•Y F V pry"tuM1ry«.,,dTtT 1Am' u S � TATE Lw�", al 1 " )SS COCRITY On this — day of tr 19_Z bcfore me, a Notary Public wlth'n and for said County, personally ryppear.rd k i?i,.. Jl �;a and to Ane daeca ndadY;✓""knewn, being each by me duly sworn, did say that3 1Lha yJ tha�, said IntaLri'anai t was signud in behal. of said corporatlun by authority of its Board of Directors and 111 acknowledged saidyinsLrument to be the free acL and deed of said corporation, Notary Public it � z I EXHIBIT "A" Lot 4 of Survey recorded in Volume 52 of Surveys page 220 under King County Recording No. 8612129019. Situate in the County of King, State of Washington. m T u� M .ma I ---------- w � EXNBIIT B TO OPERATION AND EASEMENT AGREEMENT (DEVELOPER TRACT) Lots 2 and 3 of Survey recorded in Volume 52 of Surveys page 220 under King County co Recording No. 8612129019. Situate in the County of King, State of Washington. Q` (V .O cD 30618 � s e EXHIBIT C SUBMISSION GUIDELINES 1, During the conceptual design phase, the constructing party shall submit to the other parties the followings A. Site Design Documents to Indicate the Followings co G, Parking configurations and car parking count Q Typical bay width and stall dimensions =� Drive widths Setbacks Curb cuts Spot elevations or rough contours Rough 'landscape scope Lighting pole locations Preliminary utility strategies B. Building Design Single Line Plans to Indicate the Following: Exterior wall configuration Doors and store front extent Canopies .and overhangs Probable column locations at exterior and abutting our building on Interior C. Exterlor Elevation Drawings to Indicate the Followings Opaque wall areae with doors and store fronts 2. After approval has barn granted of conceptual design phase submitted .in accordance witis tho guidelines -specified in 1 above, tho constructing party shall, submit final design phase plans to the other parties as follower A. Site Design Documents Delineating Information outlined in the Concept Phane with the Following Added Details 1 d .. . . ........... Refined grading plans Selected lighting fixtures and resultant lighting levels In foot candles. Landscaping showing generic plantinq materials and locations U') Proposed paving section designs and location Utility layouts including hydrants and sizes proposed O` N Proposed details for curbs, site structures, manho- les, etc. 10 U Proposed site signage designs and locations 0, Building Design Plans Dellineating Informgtion Outlined in the Concept Phase with the Following Added Detailr Exterior wall. thicknesses Structural columns or bearing walls at building exterior and proposed found4t,ton design at adjoining wall between abutting buildings Where common foutingn are to be shared provide wall or column load information for design of that footing Proposed root plan showing slopes and 'location of penthouses or other major mechanical equipment References of key flashing details of roof to adjoining building C. Exterior k<ev,ati�rc, Drawings Delineating Information Outlined in tho Coiacopi, , Ph,11n with the Following Addad Detall i Proposal building sign standards Paint colo; Chips And aaoploa of other materials such au hrit.k or concrete, aggrogatea (glass or alu- minum f1N)d010M may ho annotntad on the elevations) Proposed large scale details of key section conditions to show exterior design intent 2 l rc9isaarrcc No. 20-395 Taiga 54 qf,,111 Majoc penthouses or rooftop equipment profiles Features such as special masonry patterns, bands or social materials and textures CO Rain leaders or scuppers 01 Wall sectiona at variovaa exterior locations including at J the demising wall to the adjoining building with'key ver- tical dimenainning CJ 3, 2# a building is to have a through-the-wall pedestrian access connection to an adjoining building, then the final design phase submission shall also include (to the owner of such adjoining building) the following: Plane of the pedestrian mall circulation showing any variations in floor elevations Elevations/sections of the proposed mall' space showing store front sign bulkheads and key dimensions Proposed ceiling design including special features such as variations in height or skylights Floor material patterns Landscaping and mall seating areas Proposed interior sign guidelines Paint color chips and samples of other materials such as brick or concrete aggregates (glass or aluminuie finishes may be annotated on the plans or elevations) Proposed large scale details of key section conditions to show Interior design intent 8. 'fhe constructing party vp.'t;ai.. .. provide the other parties with a complete set of hid rir rnir;ntu for the building end/or Improve- ments to be located upon Its Tract„ 3 G��•����rrnwsca. No. 20_89s ,� v,�'a.�55 a;V w Go LO t"—rf ---F rT-e ,,.p � . CY a CY 4 I& r w� w r .� C�� � M�N'� M � 4,'f.• o Ol 20 895 @o. Recorded at the Request of and : It EM rir)r,i(; a.�L n to au["17, i F, 1"uxusley, Eslj rT0 L 0,",e to i•P pt,r> mruaxr,a Ret � � «I ter Recording Tf,ru36:$a,/, Brain, laotnhardsen 6 Block latld C, R surzu wda,rn� Suite 1700 W 720 Olive Way Seattle, Washington 98101-1861 012VO D RECD F g4lOr in CAS SL CM. +.w+20. u" All"-• gp�anspa�s+p��qn ^Nqqpp,1 Qp uu`4{* AMENDMENT NO, 1 1 4 TME en r If19 C'�4 U,1 �+'4,SWbN Ii� . Yr , r'�Y��Rd Rad� &M�•M;a�n,teRp rq.d,'nCi TO W4 as+tri OPERATION A;ip EASEMENT AGREEMENT y 6 This AMENDMENT NO, i TO OPERATION AND SASEMEN AGREEMENT, made and entered into as of the 7th day of, April, 19B7, is by and between DAYTON HUDSON CORPORA'PION,',,. a Minnesota corporation ("Targci."), BCE DEVELOPMENT 'INC., a Delaware corporation ("Developer") and TOYS "R" US, INC., a Delaware corporation P (*Toy*'), r Target and Developer are parties to that certain,, Operation and. Easement Agreement made and entered into as;� ri+ of the 19th day of December, 1986, and recorded under! d Recording No. 8612191598 in the records of the Departfient +;a` of Records and Elections of Xing County, Washington ('the !1 ^OEA"), ExCept as specifically defined herein, i capitalized terms horeln have the same meaning as set forth in the ORA. Fw Doveloper has sold a portion of the Developer Tract to Toys and the parties wish to amend the OEA to admit Toys as a Party and to otherwise amend the OEA in ; certain respects in connection ther',ewith, (� NOW, THEREFORE, for and in consideration of the : \9 premises and the covenants and agreements hereinafter,set forth the parties hereto do hereby amend the OEA and; agree as follows; 1. Toys, the owner of tho tract of land described on Exhibit B-I attached hereL•o ("Toys Tract") and Identified as such on the Site Flan attached her sio ad Exhibit X, in hereby admitted as a Party for all purpdWas. FF.,G of the OEA• a^^ ul 2. The Toys Tract to hereby removed from the Developer Tract and Exhibit R to the OEA iR deleted and in its place Is substituted Exhibit B attached hereto, Exhibit X to the OEA in deleted and in Its place is substituted Exhibit X attached hereto. References in OEA to the Target Tract, the Developer Tract and the Toy: ' b Tract, respectively, shall mean the areas identified as ) &• such on the site Plan attached hereto as Exhibit X. 0]/09/87 35188 1 Ordinance No. 20-895 � � � ��� ��«d 57 of w x A g 3. Section 2.4 oG the OFA is am nded!by changing "thirty (30) foot" to "twenty-Five (25) foot" ip the second line. 4. Section 3.3(B) of the OEA is ;meridQd by changing all references to "Developer and Tarc}oe" or to "Target and Developer" to read "Developer dnd 'forget and Toys" and by deleting the last sentence of 'thA�Section and substituting in its place: Notwithstanding anything contained herein, the parties acknowledge that (i) they ere familiar with the "Target Retail Store" and agree that Target shall not be obligated to submit Plans. with respect to such 'type of building, and (ii) that they have reviewed those certain plans known as sheet' l of 4, revision No.l, dated 2/26./87 monument sign, revision No. 2 pylon sign, Federal Way:, �* Grading Plai, as prepared by Stepan and, w Associates as it pertains to the location and size of signs, and those certain plans known as the fourth revision, a genera!] revision, of Toys' Drawing A-3, elevat- ions, Issued December 23, 1986., previous rav:ision No, 3 dated March 16, 1987, and havef , approved (and waived further right, to , dissapprove) construction.in error,] wi.Gh same. 4� S. Section 3.3(C) of the OEA is amended by deleting "the Target Tract and the Developer Tract" from the third line and substituting "their respbcti'ves Tracts". 6. In Section 3.3tD) and Section 4.3(6) of the OEA, references to the "Developer Tract" are'heTeby amended to read "the Developer Tract and the Toys Tract" and references to "Developer" are hereby amended. to read "Developer and Toys"_ 7. Subparagraph (iii) is added to Section 3.3(G) of the DEA as follows; (til) Toys Tract 30' 8. Section 5,1(B) of the OEA is deleted and in its place in substituted tha following: (B) The following use and occuparioy restrictions shall be applicable to the: Davelopar Tracti (l) No restaurant shall bo loclated thereon within 150 feet of the Target Tract and no restaurant exceeding,2,500 square feet of the Floor Area 'nhatl be located in the location cross hatOd on the Site Plan; 03/09/87 35188 2 ( �No. -895 Page5M8 r �` A ar np.f �1• 0 j g (ii) No junior department stare and/or apparel stoic exceeding 10,000 square feet of Floor Area shall'be permitted; (iii) No children's clothing store exceeding 3,500 square feet of Floor �- Area shall be permitted; and (iv) ;No toy store shall be permitted. n 9. New Section (ir) is added to Section 5.3 of the OEA as follows: ` l• f (E) P+otwithstanding anythltg al5ove to the contrary, 'Developer and Target hereby i agree that Toys 'sholl be permitted to erect C a freestanding or pylon sign in the area shown•on the Site Plan and hereby pprove the use by Toys of its standard proatotype identification sign. i,; 10. Section 6;.4 of the OEA is adenda.d by adding Toys' address immediately below Developer's address, as follows: ; Toys: Toys "R Va,-.Inc. 395 West Passaic Street Rochelle Park, NJ 07662 Attn: President 11. New Section 8.2 is added to the OEA as T follows: e.2 Option to Purchase. If To e Y ceases to o erate in substantial/ the P Y entire building on the Toys. Tract, a toy store of the style and quality of ths:Toys Store initially operated in much building an4; as changed from time to time by Toys and Its pollcias [provided that Toys shall not be dammed not so to be operating thea, oya Store if the building on the Toya Tract is temporarily not open for business^sols-ly by reason of renovation or ramodalin (but .not. in excess of six consecutive months) or by reason or reconstruction of the Toys B.tore building as a result of damage or: destructiun (but not in esceae of;12 i 03/09/87 35183 3 Or`rlra ince No, 20-895 ge o N- t s INS -77 ra consecutive calendar asontha after the avert of d.aanago or d,astructionll, the, "owner of tho e neow r"s Tract shall er h i tiara w tira», right, which osay tray exerclarld by writtaara notice (a *Purchase Notice") to Toys Within one year aftrar the date Toyscoassem to operate substantially the entire floor area of its building, to elect to purc�hikae the Toys Tract and all iaaprovalronts and appurtenances thoreaxn (collecti+aely, the "Toys Property'), 03 not forth in this A..rticlei, P146vidaad„ howovee, that this option ahwil -'not apply to i m sale of the Toys Tract to "eny 'entity owned or controlled cad lay Toys or in the avant, "1"oym sella 1 rata or u i $ ty of its T'oym storam in the Waiteri Washington area to one pa rchasor, 1n addition, Prior' to exerciming`'its option. C7 to purchase as oat forth in this Agrecaanent„ a' na doloper shall give Toys sixty (,66) days V notice after the expiration of tbe, twelve, [� months of non-operation of its intent to exercise this option, atwhich t iimo Toys shall have teas tight to ;r'eop'en the Toys, Storax and this Option shall be null and void until such tIrmo as 'Toys ceases to operate as defined herein for a period of twelve (12) consecutive months and Toys has Crean given sixty (60) days written notice; provided„ howr ,ve:r, that if Toys makes a public' anrramncorment that it 13 Closing this Toys' Stems, the sixty (60) day notice da defined hasrsin shall be reduced to fifteen (15) ra,a'Ys, The Toys Property shall not Include Toys' moveable trade fixtures, a lgns or Otl"r Personal ProPortY, If the owner of thO DWOGIaPer'a Tract (heaeinaftarr^ referred to as the "Purchaser"") so clarets .to purchmme ttu'e Toys Property, the purchase price shall hes the fair market value of the 'Toys Prorp-r'tyr as determined by apprmP'gjl ax hesairaafter provided, The Purchase uotics, to he effective, shall mama an appral3mr nelected by the Purchaser who xhatl be a sreaarlaer of the American inatttute of Real Estate ,appraisers and shall have had at least five ye-ars exparlance' it) appraising coaamIar'cixl real property, For purposes of this 'Section 8.2, 'fair market value, 3ha11 maaaan the price at which the Toys Property could be sold by one who desires, but is not required to sell, and is sought by ono who 03/09/87wm+" 35188 4 4,, f d " n desires, but ts• not required to buy, 'n{fter due consideration of All the elements' rensonebty affecting value, WlthO fpfteen (15) days from the date than ToysFahaPl have received the Purchase Notice, Toye: shall select an appraiser and give PurcHasefi'- notice in writing, of the name and qualifications of the appraiser so selected. Toys' appraiser shall have tha same qualifications as set forth agove:in connection with the Purchaser's app raiser. In the event Toys fails to appoint its°l appraiser within said fifteen (15)' day- period, ayperiod, thein purchaser may request appointrr,rznt of ,such appraiser by the than ciiiaf judge of the United States District Court having jurisdictlan over the county of King, in the State. of 'Washington, acting in his porsonal„ private capacity, and neither purchaser near Toys shall raise any question as to such Judge's full power and [ jurisdiction to entertain the application and make the appointment. :t The two appraisers so selected shall det,ormi ne the fair market value of the Toy. Proparty at a meeting which sh411 be hold in Soattla, Washington, within thirty (30) days of the Appointment of the second appraiser. Tho appraisers shall continua to consu'l.t at ,,uch times as they deem necessary for a fiftoon (15) day poriod from the date of their first mootinel in an attempt to Agree on the fair market valuo of the Toys Property. If the two appraisers so selected are unable to agree on the fair market value of aw the Toys Property, tho two appraisers shall, within ton (10) dayo of the mediately aforesaid fifLren (.S) day period :tom the date or their first meeting in an attempt to agree on the fair market value of the Toys Property. If the two appraisers so selected are unable to agree on the fair market value of the Toys Property, the two appraisers shall, within ten tlo) days of the immediately aforesaid fifteen (15) day period, nama•a third appraiser who shall also be a member 03/09/87 35188 5 �M1 a r7m,111111 ". 20-895 l° ; '<l r, 82 t fi I S II" L � i i4 of the American Institute of Real% Estate Appraiser and shall have had at 1'ess0 five (5) years experiencein apprsisinq camm�rciel real praperEy. 'The three appraisers shall thereupon meet iln Siattle, Washington and continue to consult with each otherat such times as they deem necessary for a fifteen (1S) day period from the date of the first meeting of the three of•them in an attempt to agree on the fair mirki value of the ToyS Property. .In the event Efiat two 6 or more of the appraia+rs.ars not' able to reach agreement as to the fair maikst-valua of the Toys Property within fifteen (115) days after the first meeting of the three appraisers, then each appraiser ■h•all submit his independent appraisal to Purchaaa'r and Toys (which need only be in letter form) stating that (i) he mode an appraical:of the wy Toys Property, (Li) his appraisel:an Co the fair market value of the Toys Proportp and ( (iii) the basis on which he made such an appraisal, The three independent appraisals shall be added together and the resulting sum divided by three; the resulting quotient ,. shall be the appraised fair market value of the Toys Property, provided,mho�ever, if the lowest appraisal and/or the haghest appraisal are/in more than 25% lower arhd/or higher than the middle appraisal. the lowest appraisal and/or the highest appraisal- shall be disregarded. If only one appraisal! is disregarded, the remaining two appraisals 1" shall be added together and their total divided by two; the resulting quotient shall be the appraised value of the project. If both the lowest appraisal and the highest appraisal ars disregarded because 'each : �• varies more than 25% from the middle p, appraisal, then the middle appraia'al ihall be deemed the fair market value ofythi•Toys Property. The appraiser of appraisers' determination of the fair market value of the Toys Property shall be final and binding upon the parties. absent fraud or gross error. Each palrty shall bear the fees .-and expenses of its own appraiser and the fees and chargee of the third appraiser shal•l .be borne equally by Purchaser and Toys. 03/09/87 �GW� 3518B 6 .�nA¢ nr ; py """: ,.-n..•� w'�'µ'� N9'�s'lkyppq+w�,.�. y , b o ,fia;..rn, No 20 895Nige 62 q112 �� n { The purchase of Toys' int*rest in the Toys Property shall be consummated through an escrow established at a mutually acceptable title insurance company within. sixty f6Ol days after cpmpletlon of Appraisal. The purchase prime shall be payable in cash unless otholk se agreed by Toys. Title to the Toys Property shall be conveyed by Toys to 'Purchaser or Its nominee by statutory warranty deed sulro'.iot to all casements, restrictions, covenantsand. conditions of rocnrd, except that unpaid taxes, assessments and any mortgages or liena than outstanding on the 'T'oys Tract shall be discharged from the purchase price proce.,ds payable by purchaser hateunder, Nonde:inquent real property taxesshallbe preroted as of the data the dead is recorded. Toys shall. boar the fat of an ALTA Owner's Standard policy of title insurance, which shall be delivered to the buyer at closing„ and any excise'taxes or 0 documentary or Stamp taxes imposed in connection with the sale, purchaser and Toys shall each bear 60 of all of the closing costs including escrow wind recording Cees. Notwithstanding any other terms and conditions of this Option to Purchase, this Option shall terminate and be null and void on September 30, 2006. 11. This Amendment No. 1 may be .executed in counterparts and each Party's execution of a counterpart hereof shell have the same force and effect as execution and delivery of all countsrparta hereof, 13. Except as xmandad hereby, the OEA is unmodified and continues in full force and affect, TAROT DAYTON HUDSON CORPORATION, a Minnesota corpanon Bye C re%m gr,VW uh$ 6 VK' 03/09/67 35160 7 , d', °rdrsrcr a„ar No. 20-895 Page 63'„ DEVELOPER; BCE DEV OPMEN Y', a Daia a cor 0 at ion 4 atiaf"l iiy x as tawi:�gye.. 5y: —_ ,r O TOYS "R" US, INC., e Drlaware corporation �• 0 d' qBy: STATE OF k i ss„ COUNTY OF d r I certify that I know or have satisfactory evidence that signed this instrument, on oath stater t"tla t he wax author 'sed to �tof DAYTONHUDSON01t as TIO acknowledged, OR�'{?ii1wTI�7N to be execute the inatruman the free and voluntary act of such party for the uses and purposes mentioned in the instrument. , Dated: ,,. Notammry Public My appointment expires 03/09/87 3518B g r I I 20-895 k 2l' 2 7 N'� f slr Irv, "1 �r r 'ICE DEVELOPMENT INC.,; e Delaware corporation By. By: TOYS: TOYS "R" US, INC., ". acor elaware oration D p V By By.• 0 0 STATE OF } as. COUNTY OF ) I certify that I know or have eatlafactory evidence thath stated that twa waw a =aigod this instrument, on oath t � ad to execute the instrument and acknowledged it ab the of DAYTON HUDSON CORPORATION to be the free and voluntary act of such party for the uses and purpaaes mentioned in the instrument. Dated: i Notary Public MY DD P appointment expires �.. 03/09/87 3518B b BCE DEVELOPMENT INC.,_ a Delaware corporation By: 4 � By: TOYS: TOYS 'A' US, INC., a Delaware corporation By: By: STATE OF COUNTY OF ��Jrp�_ 1 as I certify t at I Icor or haywo 4ti factory evidence that slpned this instrument, ort oath Mated that ha w&a authaorr red to a encu the lnstrllrltt and acknowledged it as the DAYTON HUDSON COPPORATION to be the fres anti t)P.unt"y act of such party for the uses and purposea rsentjnnarci in the inatrumant. Dated: LL 1' 111NN1►1N C h MY appointment expires 03/04/57 351587i-7ri E 7,, � h frmince No, 20-895 1'82 F, 1RGv111eE CP �RonSH L.p1.UV�dll,�, 6.�ArPE–C4"1rfcDTtf11B1�9N- ) Yh*1 ccs W Eck ) e a `COUNTY OF FFH9 ) I certify that I know or have satisfactory evidence that ..Ix 4 mj � end On oath stated that they were authorised to exftcutethe. inst'r'umont and acknowledged it as the V9 �r,_ r��l�tcc p aultrraa and rx*cawt:.vpyica-PM1°01" t,nt. porpocaty, respectively, of HCE DEVELOPMENT INC. to be the free and voluntary act of auch party for the uses and purposes mentioned in the instrumant,. Dated: mar' m 12 1,997 N omt a ry Public in and for Lha Prvvinca of aritlgh Columbia My appointment expires ,at �r_"�aivnt�°a rv1oaauro, STATE OF ) COUNTY OF I certify that I knew or have sattafactory evidence that _ _ and on oath stat thteat the were authorized to ` a fined this inatrumant, y execute the in3trumant a,nd Acknowledged it an the and , respectively, of TOYS "R" US, INC, to be tha (role and voluntary act of such party for the uses and purposes mentioned in the instrument, Dated; Notary Public My appointment expires 03/09/87 35109 9 J. 70)dh7anceNo. 20-895 PAgle e.1 (82 J ' .m STATE OF WASHINGTON se, COUNTY OF KING I certify that I know or have satisfactory' evidence that and 5th stated a� the'__ 3R9ned the nstrument.. on � weer: authorised to exacutedthe xnatrumenL and acknowledged it as: the and u respec�Ly, Of p1C DEVELOPMENT INC, to he this frac and voluntary act of such party for the ursa and purposes mentioned inthe instrument. p Dated., pr1' Notary public C� My appointment expires (TJ STATE OF a COUNTY OF Ler t I kr. cr h va a isfactory evidence thatrI �,o'ily �� and y an oath _...a slgrs�a�thia instrument, on oatPa stated that tlasy, were authorized to execute the rat lodged it as the " r by o � an,d 9 9"w6l^'a� respective TOYS, "R' US, 111C. to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Datedt„—�� L�L2Q�_m , Notary ipuhl&c My appointment expires !Ll�_!ga ROXANNE AIO,RtLI NOTARY fUIN:C Of NEW JERJEY MY Commission EWA&Ooc.4.19% 03/09/87 35188 9 Ordinance No. 20.895 dl �Fwn JS ref X42 ; .m A 3w a EXHIBTT A TO AMENDMENT NO. 1 TO OPERATION AND EASEMENT AGREEMENT Lot 1 of Survey recorded in Volume SZ of Surveyo .page 770 undor King County Recording No. 8612129019. . Situate in the County of King, State of Washington. Cn o p�I 4 i' i 7 4 Im"Ordiiiance Na. 20-895 1(4 c (Y'82 " d f 4 EXHIBIT B TO AMENDMENT NO. 1 TO OPERATION AND EASEMENT AGREEMENT Demo q-e o Lot 2 of Survey recorded in Volume 52 of Surveys =` payc 220 under King County Recording No. 8612129019. M N� Situate in tho County of King, State of � Waahingt:m. a .. 0dei)n,pncce No. 20-895 F��r,��c ,'r'7 qf'� a ƒi �{ � \ \ \{ 2\ EXHIBIT a-! . T AMENDMENT NO. I , T » ° ; OPERATION AND EASEMENT «Rime, . ; S< a«! \ . Lot 3o Survey recorded in Volume 52 of sr#. \ ( page 22, under Xing @a« Recording No. : \ 0 861212519. }\ Situate in the County of King, State e \ { Washington. / / } ») / / \ � , ) . . ae�2 . 2«�§,� V a y .4pp,, �6 �LLF ' r r IT- h v I• ry��d y�.n M„ " y�p•� �W �" Ma pq ti •--r.b mr...m......r.�.....�.-._.....,r� �'4 �f; P�.a'4�.M.T.. '�'4 a ®d y YY11'✓ e i r v w p v Ordinance No. 20-895 y ,r vvF 12 oj'82 A.Nr I ecordIg 'l ett 10 h rin on ' pen-y,Esq, Lasher Hol apfel Sperm&EbbersonL (;gym I tr:l stv;(t, 4F.60 i�," ttliU, Wt(��It 111)0 111 t f . I 1CAG P4 ,d TITS EAS 71.00 4GE-001 or Ole 12/22120le 3 ACING COUNTY,, oto SECOND MEIN DO TENT O OPERATION AND EASEMENT AGREEMENT,. Reference Nos.: 861291598;and 3707,1508'86 OvMers: ° HILLSIDE PLAZA S OC"I ATES-1.L" a Washington limited liability company (as to al of'�) AL-OO COMTANY, INC.. : d sbin ton corporation.(as to Leat,4) Ab'br.Legal for'Lot'2: PI-N-OE TH.-FE NE I/.OF TIDE SW V� OF SEC, -21-4 ( e'Ex ibit"A!'for full legal dc=ipfioin) Abbr,Legal for W'4: PI"N OF1.0,NE, '/4 OF THE SW "/4 ON. SEC. 9:21,...4 (se)3 iiWt toRt U M .u�ata�n ) v t ` APN for Lest 2: "0,92'1014-905 ...09 " �� ICAGO TITLE INS,. . �� . 1 - APN for Lot 4: 992104..9x17....04 {2081117125163. C)(Fined) Oi-drnance No. 20-89i Page 73 c}1'82 SECOND AMENDMENT TO OPERATION AND EASEMENT AGREEMENT -This SECOND AMENDMENT TO OPERATION AND EASEMENT AGREEMENT (the "Scc6nd Atnendinent") is made effective the 171h day of December, 2010 (the aEffbctive Dnte"a) by and between I-IILLSFI:IE"1'L A ASSOCIATES LLC, a Washington limited liabiliry cotbpwi (""fl "A") and P'AGDO COMPANY, INC,, a Washington corporation ("PICC") (MPA and PDC May each be,referred to as ra"partyd"and collectively as the*'p a res"), RECITALS A. - HRl is the legal owner of the lot in Federal Way, WA legally described in Exhibit "A"attached hereto and trade a.part hereof(hereinafter8,"jot 2`°). PDC is the legal owner of the lot in Federal. Way, WA 16gally described in Exhibit "B° attached hereto and made a part hereof(hereinafter, 100IY"), C, Lot 7 and Lot 4 (collectively, "Lots")`a e currently subject to an Operation and Easement Agreement be aween Dayton Hudson Corporation and BCE D6lopment, hie. made and entered into as 9f Deccmber 19, 1986 and recorded under X%rl,g Cdtant AudiOa)r"s File No 861219159&, subsequently modified by Amendment No, 1 ec rde _ der A ditoes File No. 8704071270,(the "OEA"). D, HPA and.PDC are successors-in-interest to the OEA fhroiigh their respective purchase ofthe Lois, F_ The parties now wish t9 amend the OEA, F. Any and, all rercrcnces to the owners of the Lots shall hereinafter include the respective successors and/or assigns'ther of. NOW, THEREFORE, in c9nsideration of the mutual promises and covenants contained herein, and other valuable �onsideraiion, the receipt and sufficiency of which are hereby acknowledged,the parties hereby a e6 as follows; AGREFIVIEI T 1. ni ndr t,nl' to QEA. Pursuant to,Section 6.1.4 of the OEA, the--parties hereby amend the OEA as of the Effective Date as follows: a. The building height restrictions, set forth under Sections 3,3(G)(i)and (ii) of the OEA, are hereby deleted from the OEA and no longer of,; any force, or "effect' Notwithstanding the foregoing,no mcchanical equipment or similar appurtenant structure located (20811tT125163MOC)(Final) P q;e 2 cif 8 ; 01-&1701ice No, 20-895 Page 74 of 82 on the roof of a building shall extend upward above the top of the building more than five feet (5), provided U1211 the f6Te8Oi,ng prohibition shall not apply to any mechanical equipment or structure existing as of the-date of this Second Amendment. The following provisions of the to EA are hereby deleted and of ago fttrther force or,effect; 9ection' s 3':2(7)(d), and 3. ( )(e) inclusive of-'the two (2,) paragrapILS thereafter and before Section 3,2(F). 01 Sections 5.1(A),'( ) (C),O'd(F)) are deleted and in substitution thereofi the following- 'hop 1112., (A.) blu put. of,thd S ping Center shall 'be used fDr uses wl n retail sales or ,'TCtail SCII/iCetl or. cormnerciad purposes. Notwithstanding the foregoing, the foft6wing uses shall not be Pe4mittod in the Sh6ppin Ceritpr: (i) Any use which emits, an obn6xiqu.is pdor, noise, or sound which can be heard' or, smelled outside" of any b'uilding in the Sbopping Cet w-;.provided however', that this prohibition shall not rzohibit a paging systern;n restaurant,-tavem,or bar; (ii) Auiy operation ptiniarilused as a,'warehouse operation and any asseuribling, manufneWring, distilling, refinin , sincifing, appi(niltural, 'or mining operation, "Pr6ided 'however that a restaurant, tavern or bar that distills alcoholic beverages on-site, sUch as a brewpub, shall be permitted; mobile home park, trailer court, labor ckunp,junkyard, br- stookyard (except that this provision shall not prollibit the r I ,ternpFray u I se of construction trailers during periods of consiructidnjeqonstfuction,or mainterrajice); (iv) Any <.lumping,, disposing, incineration, or reduction of garbage (exclusive of garbage; compactors located in the rear,of any buila,ing); (v) Any"fire"stile, bankruptcy ale,,,(vnless,pursuant to a court order)or auction hquse operation,;, (v Any automobile, truck', bailer display,or ripflr; (vii) Any mortuary; and p8l 1 W'12510,DOCI(F�nDO P,�ge 3 6f 8 , Ordinance No. 20-89.5 Page 75 of'82 l' (viii) Any establishment selling or exhibiting pornographic materials. ......(B) No merchandise, equipment, or services shall be displayed,offered for sale or lease; or stored within the Common Area; provided however, 'that the foregoing prohibition shall not be applicable to (i) the storage of shopping carts; (d), the"display and sale of retail products on the sidewalk in frontof a building, (iii) [Omporary Shopping Center promotions; or(iv) pc,rmartent storage watla'ln the Common Area not to exceed four thousand ,(1,000') square feet on Lot 2 and not to exceed four thousand (4,000) " square feet on Lot 4. d. Notwithstanding,anything i the OEA or this Second Amendment to the contrary, structures where a residence, is.-a part (i.e., apmlrnent, condominium, and mixed-used building with a residence) may be consliurled Dpon'tot 2 and/or Lot 4; provided, however, no mobile home park, trailer court, or the like may anaintrained or pern'ti ed on Lot 2 or Lot 4 except for the ternporary use of construction ,trailers during .p'criods,-.of construction, recoilslruction, or maintenance. Prior to any construction and capon approval of construction drawings for any structure with a residence, by the City of FederuaL. Way or applicable administrative pffice:I the owners of the lot being improved shall pay the owners of the other lot collectively a one dira c lump-start fee of Two Hundred Thousand Dollar, ($2001600) (the "Residential Constructinn .Fee'" or "RCF") for the, privilege of constructing a residence. For purposes,of clarification and by way of example, the owrters of Lot 2 wtauld be obligated to pay the owners Lot. 4 an, RCF upon approval of construction drawings for.theeconstruction of a residence-ulon Lot 2. Likewise, the owners of Lot 4 would be,obligated to pay.the' owners of Lot 2 an RCF upon:approval of construction drawings for the construction of a residence upon Lot.4, Once an RCF has been p-aid, no arldil onal: RCFs will be due or payable for any construction of an additional residence on the same-lot. Any breach of this Section i(f)shall constitute a breach of the OA. Notwithstanding the ('oregoing, the RCF shall be adjusted to reflect the increase, if any, in the Consumer Price Indexi,All Items, 1982=84= 100 for All Urban Consumers (CPI-Ll) for the Seattle-Tacoma A ea,las currently published by�lae_United States Department of Labor, Bureau of Labor Statistics. The.base period, for purposes oNuch adjustments shall be Dr cernber, 20I0, Each base period shall then bcused for comparison purposes, and any adjustment in the RCF shall be effective bcginninone (1) ycai' from the. date of this Second Amendment and on the same day of each year triereafier, Should the Index.,listed above be dig conainued, the parties shall select and use aa'rother commercially equl,valent index that reflects consumer prices. In no event shall the RCF be less than X200;000: [BALANCE OF PAGE LEFT BLANK] (2081 IM 25)67.DAC1(Final) Page 4 of 9 Ordinance Alo. 20-895 Page 76 of 82 q r 2. C.ounter rt . This Second Amendment may be executed in any number of counterpafts.,.and all counterparts shall be deemed to constitute a single amendment. The execution and delivery of one counterpart by any parry shall have the same force and effect as if that pnnrty brad signed all other counterparts.. Scrond Amendment shall be binding upon the heirs, lql l represchtatives; tnccessovq,and assigns of the parties. 4,, IvlH 0118neous, The foregoing Recitals set forth at the 'be,giiut ng of this Second Aniendm nt are nt orp mated herain and b ' this reference made a putt 'hereof. Except as expressly modified herein, all of the terms aM conjitionns of the OEA remain in full force and effect. IN WITNESS M-IEF�("FJ the parties have hereunto executed this Second Amendment. as of the date set forth hereinabove, 1 i PA: DC: l-lll.LSll f PL . ASSO IA"l ES LLC l�,,\,t-I 0 COMPAII ,. C. a Wasliffigton litnnited liability company a Washington 91a ion wY:Stanley Rosen : $yung Chan Park . fts:Manage Its:President (NCD't'A,I2Y BLO'�KS ON FOLLOWING PAGE) a (2081IM25163.Doc)(Firwl) Page Y Ordinance No. 20-895 Page '77 01-82 2> C"'ounte�. This Second Arnendment may be executed in any number of cou*rp s and all counterparts shall be deemed to constitute a single amendment. The e;° ecutionnd delivery of one counterpart;by any p shall have the same force and effect as if •�Ihrtt party,had signed all other counterparts. 3. l gi s su 1 Successe,rir. "This Second Amendment shall be binding upon the heirs, legal aand rassig' ns of the parties_ irAIJariequs The foregoing recitals set forth at the beginning of this Second j''trncndrn('.Int are hncbrpprated herein and by th$ reference made a part hereof. Except as expressly rnodi.fied herein, all of the terms and conditions of the OEA remain in full force and effect. IN SS P`,-thep ies 'have,,fi�°entcexecut6&this Second Amendment as of the date set forth hereinabove. HPA: PICC: H=S=PLAZA A�� CIA"II.S LLC 1� -OO C0'M All ;,j C. a washitigtort lirnt ed liability company a Wash ingto orporation W Fly: araey Rosen B Byung Chan Park Rs: Manager' Its:President u INOYARY BLOCK$ON FOLLOWING PAGE] 4 i (2081 BT125161DOC)(Final) Psg6 5 Of$ Ordinance No. 20-895 11age 78(?182 8 STATF OF WASHINGTON } )ss. C da rtaf� that 1 kiluwv or,have satisfactory evidence thatANT=tE SIN is the person who appeared ke ori° me and that s a"srl roer,aan ac'C ra vd,edgud signing this instrument as the Manager of Hillside I ala Associates LLC and acknowledged-tliat he signed the sarne as his free and voluntary act and on oath starting Haat his powers' authorizing the execution of"this instrument have not been revoked. DATED:w. ��' 9,r 2010 G ". _ T T (p iGaterl Weans}: ` TA °; �"JBC .IiOTAI y PUBLIC in and for fire,Mate TAT c Wq" liN TO W l g , �'PJRES ashird ttoat,res�ideng at� , N lBlt r t d y Commission xprr�,.a'' ,,, (� , . STATE OF WASHINGTON } )ss. COUNTY,OF K O ) I certify tlat .l know or have satisfactory evidence that 'y'"uN„ P RX is tt person who appeared before rne,and that said person acl<nown ledged signing ti " in,trurnent as the President of Pal-do, Company Inc., and� acknowledged that lte signed thesame iai�s free and voluntas;-yetrtd on oath stating that his powers authmi ing the execution of this stitarnent have hot been revoked , I ATEb. (printed name), NOTARY PUBLIC in and for the State of Washington,residing at_ My Commission expires: l i (20611'N123163.DOC}(Pinot) poo'e"6 Of s Ordirrarece No. 20-895 Page 79 of 82 '' "1"A; "" . hW .Si4fl'4G"i"0'N )ss, I certify Ow 1 kt ow or have saatisfiaetoay evidence that. °!". NLEY ROSEN is the person who appeared laaafore tim I gctl ilif,la�iaag thisXtjni'e�$ili oz"eaat as .the Manager of Hillside Plaza aratl titaal said acrson aaeknow��led AssoeiatelA and acknowledged that lay signed tlae sarass free and voluntary act and on oath stating thiat his powaer,a a'uthoraa ing the exeetrtion of'this irrst have not been revoked. DATED: 2010 it �. Q'prhT ed slaarne). NOTARY PUBLIC in nand for the State of' "ashbigtorx, residing at My'Commission expires;. STATE OPWASHINGrON ass. I certify that I know or have satisiicu:Iry evidence thai ', YJNQ CItAN PARK is theperson who appeared befor'o me,an'd that said person aeknowled''ged signing thls''instrument a„y�the President,of Pal-do ornpIg nye Inc., and acknowledged that lie signed the sga:roc as lois free aand wv6kintiny act and on oath stating that his Powers aanthorizing the exeotition ofthis insirrranent have not,been revoked. t I � �"w g I"ply. (—, 01 {p � wzaa rx ar"���� r� ranted ns ON as NOTARYV I°'l. f.."I : in and for the}taate I ,a- `'y 'of Washington, residing at . . ° N y Commission expires: J2081 M125167.00C}(Final) Page 6 of 8 . Or°thnaance Ales, 20-895 Paige 80 of 82 EXMBIT"A" (Legal Description for Lot 2) OT 2 F SQRVEY RECORDED IN VOLUMEUR 'E° ,, AGE 220, UNDER cbnr1 4 , rummR,8612129019,11,1 KINr 'UN T.,Y, A 1;IN T N, 05ND OF ENHWIT"A") f I s ¢ aQ41Ir151 .f �' Girl Fags 7 or d E Ordinance No, 20-895 Pae 81 gf'82 E)GHBTT"B" (Legal Description for Lot 4) g NT')'Or,LI t ,1 i . (2081IIT125163.DOC)(Final) Pago 6 cc"1".9 Ordinance No. ?0 89.:5 Page 82 qf 82