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HomeMy WebLinkAboutParcel 16 - Title Documents (le: Group Northwest Acquisition and Relocation Services Transmittal Memo To: Flora Lee,Project Manager,City of Renton CC: Cindy Clark,P.E.Parametrix From: Sonja Davis RES Group NW Date: May 29.2020 Project: Duvall Avenue NE Parcel No.: 16 Owner: Kaba Investment,LLC Ms. Lee, Enclosed in this transmittal are the following documents: 1. Offer Letter dated 3/30/20(Certified Mail/Signed return receipt) 2. Purchase and Sale(signed 5/27/20) 3. ROW Easement(signed 5/27/20) 4. Real Estate Excise Tax Affidavit 5. Temporary Construction Easement(signed 5/27/20) 6. Real Property Voucher 7. W-9 8. Vendor form 9. Negotiator's Diary and supporting documents(signed 5/29/20) 10. AOS 1 (signed by the City 11/8/19) ** This file is to be transmitted to Chicago Title and Escrow. I will follow up with them via email so they can send you an estimated settlement statement which should include acquisition,fees and charges with instruction. Sincerely, Son vis, A/RAC RES Group NW 1913 6th Street Kirkland,WA 98033 6\'t Y 0� Armondo Pavone + ►- - + Mayor 'QFNTO+ Public Works Department OFFER LETTER March 20,2020 Kaba Investments, LLC Attn: Wei-Ting Hsiao 9424 Vineyard Crest Bellevue, WA 98004 RE: Project Name: Duvall Avenue NE Tax Parcel No: 516970-0092 Dear Mr. Hsiao: As you likely are aware,the City of Renton is proceeding with the Duvall Avenue NE Project. As part of the project,the City needs to purchase a part of the property and/or certain property rights related to the property located at 4637 NE Sunset Blvd, Renton and identified as King County Assessor's tax parcel number 516970-0092.A copy of the map or"Right of Way Plan"is attached. By law the City must pay for the property and/or property rights acquired, unless it is donated to the City.The purpose of this letter to explain to you the basis for the City's offer in order to reach an agreement with you regarding the purchase of the property needed for this project. In those cases where property rights being acquired involve a payment greater than $10,000 and less than $25,000, the City administratively establishes the amount offered. This administrative offer is based on market research performed by a person having sufficient understanding of the local real estate market. You have the right to request the City appraise your property any time prior to accepting the offer. An administrative offer of$15,400.00 is being made for your property or property rights. This offer consists of: • $9,270.00 for 309 SF of land in Right of Way Easement • $6,115.20 for 637 SF of land in Temporary Construction Easement The basis for this offer is contained in the attached report. Payment for the property and/or property rights will be made available to you approximately 30 to 45 days after you accept the City's offer,provided that there are no delays in closing the transaction. 1055 South Grady Way,Renton,WA 98057 • rentonwa.gov Kaba Investments, LLC Page 2 of 2 March 20,2020 You may wish to employ a professional appraiser or realtor to evaluate the City's offer. If you do so,we suggest that you employ a well-qualified evaluator so that the evaluation report will be useful to you in deciding whether to accept the City's offer.The City will reimburse up to$750.00 of your evaluation costs upon submission of the bills or paid receipts. Please understand that every effort will be made to come to an agreement regarding this offer. However, if mutual agreement cannot eventually be reached through a voluntary negotiation,the City acting in the public interest, may use its right of eminent domain to acquire the property rights for the public use. In conformity with the Washington State Constitution and laws,the City's legal counsel will file a condemnation suit to obtain a"Court Order of Public Use and Necessity",and a trial will be held to determine the just compensation to be paid for the property and property rights acquired. This action is taken to ensure your rights as an individual property owner and the rights of all City of Renton's taxpayers are equally protected. If there is any personal property presently located on the property being acquired by the City that will need to be moved, however the City will reimburse the owner for the cost of moving it through the Relocation Assistance program. We have attempted by this letter to provide a concise statement of our offer.We hope the information will assist you in reaching a decision. Please feel free to direct any questions you may have to the City's representative from RES Group Northwest,Sonja Davis(425)577-2184.We look forward to working with you and we would appreciate a response to this offer at your earliest convenience. Sincerely, TRANSPORTATION SYSTEMS DIVISION 7:7Z/kkt,ei, Jim Seitz Director Receipt of this letter is hereby acknowledged. I understand that this acknowledgement does not signify acceptance or rejection of this offer. Date: Signature Enclosure: Administrative Offer Report Get Y ♦ t 1055 South Grady Way,Renton,WA 98057 • rentonwa.gov 4Eato.� Ui •jP;ostal Sget e � �, CEt TaIIIIF E„ D EIA•I`L® RECE'IrPT: r_ 'Do: esttc "a�f.0 ly.; `• :s ` r', 4;`.: ..n I ;Fo,0.eliuer i kir,•ation ',is', .ebs t@ 0:15-a, troy s corn°, `.- — — — BELf. 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You may also visit www.usps.com Q . USPS Tracking or call 1-800-222-1811. _ j .1 Q •' \ b.') ; go a a a Q (iiiiii z z 3 ❑' ❑❑❑ m a ° s�mP 83 1 r �3 ,� P m �131 O.a D D m ❑❑ t;e ' z•< S► ° a> :..3.-il ® C a m .r /i _.. ; no Group ' Northwest Acquisition and Relocation Services March 27, 2020 Kaba Investments,LLC Attn: Wei-Ting Hsiao • 9424 Vineyard Crest Bellevue, WA 98004 RE: City of Renton Project Name: Duvall Avenue NE Tax Parcel No: 516970-0095-07 Dear Mr. Hsiao: The City of Renton is proceeding with the Duvall Avenue NE Project. As Part of the project,the City needs to obtain a Permanent Right of Way Easement and Temporary Construction Easement(TCE) from your property with compensation, located at 4637 NE Sunset Blvd, Renton. Please contact me, Sonja Davis at(425) 577-2184 at your earliest convenience so I can present to you the City's offer. Since Sonja Davis Senior Acquisition Agent sonja@resgnw.com 425-577-2184 1913 61h Street,Kirkland,WA 98033-624 S Lander Street#202,Seattle,WA 98134- m ph.206-457-5681 ® www.resgnw.com Vendor Setup Form _ Y G`'. - G City of Renton—ASD/Finance 1055 South GradyWay5th Floor �,'-- : ' Renton,WA 98057 + 1 `•\ + I www.rentonwa.gov �� � -.> Instructions:Complete all sections of this form and return this form by fax(425)430-6957,U.S.Mail or email. 'Q N �_O? Failure to submit a W-9 can create a delay in our payments to you,and your payment(s)could be subject to the IRS required back up withholding Vendor Information l%Iba / ir'7 LLC q-6 -.3,5" 78.2 S Name EIN Check Payable to if different than above Accounts Receivable Contact /20 60X 3a/C �� '> Address / p// '/ /l Accounts Receivable Phone Number 'Pd/eV u e I N - q'Dv Please Provide a Current W-9 form City State Zip https://www.irs.gov/pub/irs-pdf/fw9.pdf Business Information Please check all that apply: City of Renton Business license is required by City of ❑ Disadvantaged Business Enterprise Renton municipal code, Business regulation#5-5-3. ❑ Minority Business Enterprise ❑ Women Business Enterprise Renton Business license# Who is your contact person at the City of Renton? Flora Lee / 425-430-7303 State of Washington UBI# Questions?Contact Business Licensing at City of Renton Department you are working with? https://rentonwa.gov/businesslicensing Public Works Department Electronic Funds Transfer Account# 13811 �(i'Dp ,6 99 Routing# / S 0 0 002L Please attach a voided check or direct deposit letter from your bank I/we hereby give the City of Renton the authority to make EFT direct deposits to the bank account described above.I/we understand that if this EFT agreement is to be changed or canceled in any way that I/we must provide 30 day advance written notice to the City of Renton at the above address. Ak'fr74 i/,S/� c/.22/20 20 Signature Printed Name Date Finance Accounts Payable Team Natalie Wissbrod,Accounting Asst. Casaundra Commodore,Accounting Asst. Jen Becht, Finance Supervisor (425)430-6919 (425)430-6930 (425)430-6935 nwissbrod@rentonwa.gov ccommodore@rentonwa.gov jbecht@rentonwa.gov Form YY-9 Request for Taxpayer Give Form to the (Rev.October 2018) Identification Number and Certification requester.Do not Department of the Treasury send to the IRS. Internal Revenue Service ►Go to www.irs.gov/FormW9 for instructions and the latest information. 1 Name(as show on your income tax return).Name is required on this line;do not leave this line blank. 1( 6 --`6/�/� Q d tf/ 1f-0 2�usiness name/ 'is !y is egarded enti name, different from above 10,$AF I r1(16S-ri is LLC' 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to c following seven boxes. certain entities,not individuals;see as instructions on page 3): p ❑ Individual/sole proprietor or ❑ C Corporation ❑ S Corporation ❑ Partnership ❑Trust/estate ac single-member LLC Exempt payee code(if any) 0 ❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)► p r Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting to LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is code(if any) ti another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that a w is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑ Other(see instructions)► (Applies to accounts maintained outside the U.S) y 5 Address(number,street,a d apt.or suite no.)See instructions. Requester's name and address(optional) co '` Ifrn�r�ara� ( 1' 6 City,st e,and ZIP code K P[k 4)2- W `7(?OO 7 List account number(s)here(optional) Part I Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid Social security number backup withholding.For individuals,this is generally your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other — — entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TIN,later. or Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number Number To Give the Requester for guidelines on whose number to enter. d -3 529Y 4 Part II Certification Under penalties of perjury,I certify that: 1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2.I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3.I am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid, acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct�r TIN.See the instructions for Part II,later. Her Signature of K ►r` 5/,2 //� �2o Here U.S.person► Date 2l General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual funds) Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross noted. proceeds) Future developments.For the latest information about developments •Form 1099-B(stock or mutual fund sales and certain other related to Form W-9 and its instructions,such as legislation enacted transactions by brokers) after they were published,go to www.irs.gov/FormW9. •Form 1099-S(proceeds from real estate transactions) Purpose of Form •Form 1099-K(merchant card and third party network transactions) An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest),1098-E(student loan interest), information return with the IRS must obtain your correct taxpayer 1098-T(tuition) identification number(TIN)which may be your social security number •Form 1099-C(canceled debt) (SSN),individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property) taxpayer identification number(ATIN),or employer identification number (EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident amount reportable on an information return.Examples of information alien),to provide your correct TIN. . returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might •Form 1099-INT(interest earned or paid) be subject to backup withholding.See What is backup withholding, later. Cat.No.10231X Form W-9(Rev.10-2018) KABA INVESTMENTS LLC • THE COMPANY MEMBERSHIP INTERESTS REPRESENTED BY THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN. {PSN\K0523167.3} TABLE OF CONTENTS ARTICLE I -- ORGANIZATION 1 SECTION 1.1 -NAME 1 SECTION 1.2-PURPOSES OF BUSINESS. 1 SECTION 1,3 -PLACE OF BUSINESS 2 SECTION 1.4-REGISTERED OFFICE OF THE COMPANY. 2 SECTION 1,5 -EFFECTIVE DATE AND TERM 2 SECTION 1.6-NAME,ADDRESS AND PROFITS INTERESTS OF MEMBERS. 2 SECTION 1.7-NAME AND ADDRESS OF REGISTERED AGENT 2 SECTION 1.8-DEFINITIONS 2 ARTICLE II -- CAPITAL CONTRIBUTIONS 5 SECTION 2.1 -REQUIRED CAPITAL CONTRIBUTIONS. 5 SECTION 2.2- CAPITAL ACCOUNTS. 6 SECTION 2.3 -RETURN OF CONTRIBUTIONS;DISSOLUTION OF THE COMPANY 7 ARTICLE III--ALLOCATION OF PROFITS, LOSSES AND DISTRIBUTIONS 7 SECTION 3.1 - CASH DISTRIBUTIONS. 7 SECTION 3.2 -ALLOCATION OF PROFITS AND LOSSES. 8 SECTION 3.3-ACCOUNTING. 8 ARTICLE IV--MANAGEMENT OF COMPANY 8 SECTION 4.1 -MANAGEMENT OF COMPANY. 8 SECTION 4.2- OFFICERS AND OTHER MATTERS. 9 SECTION 4.3 -MEETINGS OF MEMBERS. 9 SECTION 4.4-VOTING RIGHTS OF MEMBERS 9 SECTION 4.5 -CHECKING OR SAVINGS ACCOUNTS. 10 SECTION 4.6 -APPOINTMENT OF TAX MATTERS MEMBER 10 ARTICLE V--DUTIES, LIABILITIES,AND COMPENSATION OF THE MANAGING MEMBERS AND MEMBERS 11 SECTION 5.1 -DUTIES OF MANAGING MEMBERS. 11 SECTION 5.2-LIABILITIES AND INDEMNIFICATION OF THE MANAGING MEMBERS AND MEMBERS 12 SECTION 5.3 -RELIANCE ON ACTS OF MANAGING MEMBERS 13 SECTION 5.4-COMPENSATION OF THE MANAGING MEMBERS AND AFFILIATES. 13 ARTICLE VI--TRANSFER OF INTEREST AND WITHDRAWAL OF A MEMBER 13 SECTION 6.1 -TRANSFER BY MEMBER. 13 • SECTION 6.2 -VOLUNTARY WITHDRAWAL OF MEMBERS 15 SECTION 6.3 -PROHIBITED TRANSFERS. 15 SECTION 6.4-DEATH, BANKRUPTCY, INCOMPETENCY OF A MEMBER. 16 {PSN\K0523167.3} 11 SECTION 6.5 - WITHDRAWAL OF MANAGING MEMBER 16 SECTION 6.6- INTERIM MANAGING MEMBER. 17 ARTICLE VII--AMENDMENTS 17 SECTION 7.1 -AUTHORITY TO AMEND. 17 ARTICLE VIII--POWER OF ATTORNEY 18 SECTION 8.1 -POWER OF ATTORNEY 18 SECTION 8,2 - SURVIVAL OF POWER. 18 ARTICLE IX--TERMINATION OF THE COMPANY 19 SECTION 9.1 -ELECTION TO TERMINATE AND DISSOLVE. 19 SECTION 9.2 -PROCEEDS OF LIQUIDATION 19 • r. SECTION 9.3 -FAIR MARKET VALUE DISTRIBUTIONS 20 SECTION 9.4-FINAL ACCOUNTING. 20 ARTICLE X--MISCELLANEOUS 20 SECTION 10.1 - GOVERNING LAW. 20 SECTION 10.2-COUNTERPARTS. 21 SECTION 10.3 -INVESTMENT REPRESENTATIONS 21 SECTION 10.4-AGREEMENT FOR FURTHER EXECUTION 21 SECTION 10.5 -ENTIRE AGREEMENT. 22 SECTION 10.6-SEVERABILITY. 22 SECTION 10.7-NOTICE. 22 SECTION 10.8-CAPTION. 23 SECTION 10.9-NUMBER AND GENDER. 23 SECTION 10.10 - BINDING EFFECT. 23 SECTION 10.11 -INCORPORATION BY REFERENCE. 23 SECTION 10.12-NO STATE LAW PARTNERSHIP. 23 SECTION 10.13 -NO LIABILITY TO THIRD PARTIES. 23 SECTION 10.14-RIGHTS OF CREDITORS AND THIRD PARTIES UNDER AGREEMENT. 23 TAX APPENDIX TO OPERATING AGREEMENT ALLOCATION OF PROFITS AND LOSSES 1 {PSN\1(0523167.3} 111 OPERATING AGREEMENT OF KABA INVESTMENTS LLC THIS OPERATING AGREEMENT ("Agreement") of Kaba Investments LLC, a Washington limited liability company (the "Company") formed pursuant to Chapter 25.15 of the Revised Code of Washington (the"Act") is entered into as of the 15 day of August, 2013, by and Wei-Ting Hsiao (referred to as the "Member"), such execution to evidence the mutual agreement of the Members to implement an Operating Agreement under the provisions of the Act, for the purposes and upon the terms and conditions hereinafter set forth. Reference to an Article, Section, or paragraph means an Article, Section or paragraph of this Agreement, unless otherwise specified. • PRELIMINARY STATEMENT The Company was formed pursuant to Articles of Organization filed in the Office of the Washington Secretary of State on August 21, 2013, by Wei-Ting Hsiao as the Authorized Representative of the Company. Pursuant to this Agreement, the Authorized Representative hereby admits those Persons identified as "Members" on Exhibit A and executing this Agreement as the initial Members of the Company. The composition of the membership of the Company is a material consideration to each of the Members' agreements herein. The Members have joined the Company and executed this Agreement in reliance upon the identity, character, personal trustworthiness and business abilities of the other Members. Formation and operation of the Company is based on the individual qualities of the Members, and the covenants, duties and responsibilities set forth herein are personal to the Members and not assignable except as provided herein. ARTICLE I-- ORGANIZATION SECTION 1.1 -NAME. The name of the Company is Kaba Investments LLC. SECTION 1.2 -PURPOSES OF BUSINESS. The purposes for which the Company has been formed and the powers that it may exercise, all being in furtherance, and not in limitation, of the general powers conferred upon limited liability companies by the State of Washington, are (i) to do any and all lawful activities involving the business of acquiring, owning, and managing properties within the State of Washington (collectively, the "Property"); (ii) leasing the Property to any tenant the Company deems appropriate; (iii) to engage in such other business as may be agreed to by the Managing Members (clauses (i) through (iii) collectively referred to herein as the "Business"), and (iv) to do any and all things incidental to the accomplishment of the foregoing purposes, or incidental to the protection and benefit of the Company, including, but not limited to, hiring and terminating employees, agents, independent contractors, attorneys, accountants, and other personnel, all as {PSN\K0523167.3} the Managing Members (as identified in Section 4.1) shall determine in their sole discretion and authority. SECTION 1.3 -PLACE OF BUSINESS. The location of the principal place of business of the Company shall be 9850 NE 27th St, Bellevue, WA 98004, or at such other substituted or additional places of business as may be designated by the Managing Members. SECTION 1.4-REGISTERED OFFICE OF THE COMPANY. The address of the Company's Registered Office in the State of Washington is 9850 NE 27t1, St., Bellevue, WA 98004. All interested persons may direct requests for copies of this Operating Agreement and any Bylaws of the Company to a Managing Member at the Company's Registered Office. • SECTION 1.5 -EFFECTIVE DATE AND TERM. This Agreement shall be effective as of the date hereof, continuing for a perpetual term, unless earlier dissolved and terminated pursuant to the Act or any other provisions of this Agreement. The Managing members shall cause the Company to file such documents as may be required to permit the Company to carry on its business in the State of Washington and any other jurisdiction in which the Company desires to conduct business. SECTION 1.6 -NAME, ADDRESS AND PROFITS INTERESTS OF MEMBERS. The names, addresses, Capital Contributions, and Profits Interests of the Members shall be as set forth on Exhibit A attached hereto and made a part hereof. Exhibit A shall be amended as may be necessary or appropriate by the Managing Members to reflect Transfers of Membership Interests or issuances of additional Membership Interests or other changes in the Members or their Membership Interests as permitted herein. A Member's Membership Interest in the Company shall mean a Member's Capital Account and share of Profits, Losses, cash distributions, and other economic rights in the Company. SECTION 1.7 -NAME AND ADDRESS OF REGISTERED AGENT. The Company's Agent for service of process, as required under Section 25.15.020 of the Act, shall be Wei-Ting Hsiao. The address of such Agent is 9850 NE 27th St., Bellevue, WA, 98004. SECTION 1.8—DEFINITIONS. For purposes of this Agreement and the Tax Appendix, the terms and phrases listed below shall be defined as follows: (a) "Act"means Chapter 25.15 of Revised Code of Washington. {PSN\K0523167.3) 2 (b) "Affiliate" or "Affiliated Person" means, when used with reference to a specified Person, (i) any Person who directly or indirectly, controls or is controlled by, or is under common control with the specified Person; (ii) any Person who is an officer, director, employee, trustee of, or serves in a similar capacity with respect to the specified Person, or of which the specified Person is an officer, director, employee, trustee, or with respect to which the specified Person serves in a similar capacity; (iii) any Person who, directly or indirectly, is the beneficial owner of ten percent (10%) or more of any class of equity securities or partnership or limited liability company interests of, or otherwise has a substantial beneficial interest in, the specified Person as of the date of this Agreement or of which the specified Person is directly or indirectly the owner of ten percent(10%) or more of any class of equity securities or partnership or limited liability company interests or in which the specified Person has a substantial beneficial interest; and (iv) any relative of the specified Person (and for this purpose, a relative means a Person's spouse, lineal descendants, ancestors, siblings, sons-in-law or daughters-in-law). For purposes of this definition, control means possessing, directly or indirectly, the power for any reason whatsoever to direct or cause the direction of the management and policies of the Person. (c) "Agreement" means this Operating Agreement as amended, modified, supplemented, or restated from time to time, and includes all Appendices and Exhibits attached hereto. (d) "Capital Contribution" means the total amount of cash and the net fair market value of property actually contributed to the Company by a Member (and the predecessor holder of such Membership Interests). For purposes of this Agreement, the phrase "net fair market • value of property" means the gross fair market value of property, reduced by liabilities assumed by the Company or to which such property is subject. (e) "Cash Flow" of the Company with respect to any period means all cash receipts of the Company from any source other than Capital Contributions (including but not limited to cash from operations, compensation, or fees and cash from reserves from prior Cash Flow that the Managing Members determine are no longer needed to be reserved or otherwise used) less the portion thereof: (i) used to pay cash disbursements in connection with the Company's activities (including, but not limited to, debt service, operating expenses, compensation, fees and reimbursements paid to the Members or their Affiliates in accordance with Articles IV and V and the repayment of loans made by a Member to the Company, plus accrued interest); and (ii) used to establish such reserves for capital improvements, working capital, or otherwise, as the Managing Members shall deem to be reasonably necessary or appropriate in their absolute discretion in the efficient conduct of the business of the Company; except, however, that Cash Flow shall not include any proceeds from Liquidation Proceeds. (f) "Code"means the United States Internal Revenue Code of 1986, as amended. (g) "Event of Withdrawal" means an event described in Section 25.15.215 of the Act (or if such Act is amended, then the successor provision of the Act). (h) "Family Member" means, when used with reference to a specified Person, such Person's spouse, ancestors or descendants. In addition, when the specified Person is a corporation, partnership, limited liability company or trust, a Family Member shall be deemed to {PSN\K0523167.3} 3 include Persons who are shareholders,partners, members or beneficiaries of the specified Person as of the date such specified Person first became subject to this Agreement or a spouse, ancestor or lineal descendant of such shareholder,partner, member or beneficiary. (i) "Liquidation" means the event and/or act which occurs on the earlier of: (i) the date upon which the Company is terminated under Code Section 708(b)(1)(A), or (ii) the date upon which the Company ceases to be a going concern. (j) "Liquidation Proceeds"means the proceeds and assets available for distribution to creditors and Members upon or pursuant to the termination and Liquidation of the Company, including the proceeds available from the sale of all or a portion of the Company's assets in connection with a Liquidation of the Company. (k) "Majority in Interest" shall mean those Members owning Profits Interests equaling more than fifty percent (50%) of the outstanding Profits Interests of the Company owned by those Members entitled to vote on such matter. (1) "Managing Member" is a Person who is designated a Managing Member pursuant to the terms herein, and who is responsible for managing, or participating in the management of, the Company, and any successor of a who is appointed as a Managing Member in accordance with the provisions of this Agreement. For purposes of the Act, including but not limited to Section 25.15.160 of the Act, a Managing Member constitutes a "Manager" within the meaning of the Act. (m) "Member" means a Person who is named in this Agreement as a Member owning a Membership Interest, and any Person who later becomes a Member pursuant to the provisions of this Agreement. (n) "Membership Interest" or "Interest" shall mean a Member's share of Profits, Losses, cash distributions, and other rights in the Company. (o) "Non-Managing Member" is a Member who is not a Managing Member. (p) "Person" means any individual, partnership, limited liability company, corporation,trust, estate, or other entity, as the context may require, and as more fully set forth in Section 25.15.005 (9) of the Act. (q) "Profits Interest" is the percentage set forth opposite the respective Member's name on Exhibit A. (r) "Regulations" means the Income Tax Regulations issued by The United States Treasury Department, as the same may be amended from time to time. (s) "Stipulated Rate"means three percent(3%)over the rate of interest reported from time to time in The Wall Street Journal as being the "prime rate" then in effect, changing as such rate changes effective as of the date such change in rate is reported in the Wall Street Journal. In the event the"prime rate" shall for any reason cease to be reported in The Wall Street Journal,the Prime Rate shall thereafter mean the rate announced from time to time by Citibank, N.A., as being its "prime rate" for commercial {PSN\K0523167.3} 4 banking customers, changing as such rate changes effective as of the date such change in rate is publicly announced by Citibank,N.A. (t) "Transfer" means sell, transfer, assign, pledge or otherwise directly or indirectly dispose . of or encumber, voluntarily or involuntarily (including, without limitation, disposition by way of intestacy, will,probate court proceeding,transfer on death designation as presently permitted pursuant to Washington law, gift, bankruptcy, execution,hypothecation, seizure or sale of legal process, operation of law or otherwise). (u) "Trustee-in-Liquidation"means the Person who is appointed under Section 9.1(c)to wind up the affairs of the Company in the absence of a Managing Member. (v) "Withdrawing Managing Member" means a Managing Member who withdraws from the Company pursuant to Section 6.5 of this Agreement. ARTICLE II--CAPITAL CONTRIBUTIONS SECTION 2.1 -REQUIRED CAPITAL CONTRIBUTIONS. (a) Capital Contributions. The Members' initial Capital Contributions to the Company are specified on Exhibit A attached hereto and made a part hereof. Each Member agrees to satisfy the Member's initial Capital Contribution immediately upon the execution of this Agreement. Except as specified in this Agreement, no Member will be obligated to make an additional Capital Contribution to the Company to restore a deficit Capital Account balance or otherwise, and no Member will be personally liable for the debts and liabilities of the Company, except such debts as may be specifically agreed to by such Members. (b) Additional Funds. If in addition to the Initial Capital Contributions of the Members, additional funds are deemed necessary or advisable by the Managing Members in their sole discretion to fund, manage or operate the Business, the Managing Members may cause the Company to: (i) Borrow funds from such Persons and on such terms as the Managing Members may determine, and grant such lender "equity flavored" securities, including but not limited to warrants or options for the acquisition of Membership Interests, debt obligations convertible in whole or in part into Membership Interests, and other equity rights in the Company; and/or (ii) Offer for sale newly-issued additional Membership Interests having such economic rights and preferences and other terms as the Managing Members may determine. The amount and sale price of Membership Interests to be issued for such additional Capital Contributions shall be based upon the Managing Members' determination of the value of each Membership Interest (including but not limited to the Profits Interest relating to each such Membership Interest)to be issued for such additional Capital Contributions. {PSN\K0523167.3} 5 No creditor of the Company shall be entitled to request the Members to make additional Capital Contributions, and a Member's failure to make any requested additional Capital . Contributions shall not confer any rights on any creditor to require any Member to make a Capital Contribution. (c) Restatement of Interest. The Members' collective Profits Interests shall be adjusted to reflect the issuance and sale of Membership Interests pursuant to Section 2.1(b). (d) Payment by Members of Withholding/Entity Tax. Notwithstanding any other provision of this Section 2.1, ten (10) days after written demand from the Company, each Member agrees to pay to the Company an amount equal to the portion of any withholding/entity tax imposed by any government authority (including any required estimated withholding/entity tax payments) and owed by the Company on account of such Member's Membership Interest in the Company, plus any interest and penalties imposed on the withholding/entity tax liability of the Company resulting from the Member not timely paying the amount requested by the Company under this Section. The Company also has the right to withhold from a Member's distributions payable under this Agreement such withholding/entity tax payment (including estimated withholding/entity tax payments) to be paid within one hundred twenty (120) days after the date the distribution is otherwise payable. Any amount a Member fails to pay as required by this Section 2.1(d) shall be treated as a recourse loan, payable on demand to the Company with interest thereon at the Stipulated Rate during the pendency of the loan, and the Company shall have a lien upon the Membership Interest of such non-paying Member (the "Non-Paying Member") as security for the loan and interest accrued thereon. The Non-Paying Member hereby directs the Company to pay the Non-Paying Member's share of any Company distributions to the Company for application upon the loan until the loan has been paid in full. This direction is non-revocable unless the revocation is consented to in writing by all of the Members of the Company. Notwithstanding the lien that the Company has upon the Non-Paying Member's Membership Interest as security for the loan,the Non-Paying Member is and agrees to be liable to the Company for the full amount of the loan and all interest accrued thereon, and the Company may collect the amount loaned and interest by whatever legal remedies deemed appropriate without the suit being deemed a Company accounting or a suit seeking dissolution of the Company. The Company shall also comply , and the Members shall provide any assistance as may reasonably be required by the Company in order to comply, with any and all other withholding or reporting obligations, imposed under the Code or any other foreign, state or local law with respect to the Company or a Member's Interest. SECTION 2.2 - CAPITAL ACCOUNTS. (a) Maintenance of Capital Accounts. An individual Capital Account will be maintained by the Company for each Member, and no interest will be paid on or charged against the balance in such account. The Capital Accounts of the Members shall be maintained in accordance with the Regulations issued pursuant to Code Section 704(b). (b) Increases. Each Member's Capital Account shall be increased by: (i) such Member's Capital Contributions; (ii) such Member's share of Profits or items thereof that are allocated to such Member pursuant to this Agreement; and (iii) all other amounts that are required pursuant to the Regulations under Code Section 704(b). For purposes of this {PSN\K0523167.3) 6 Agreement, a Member's Capital Contribution shall be equal to the amount of cash, plus the fair market value of property contributed to the Company, net of any liabilities which the Company assumes or to which such property is subject. (c) Decreases. Each Member's Capital Account shall be decreased by: (i) any distributions to such Member of cash or property to the extent of the net fair market value thereof (net of any liabilities that the Member assumes to which such property is subject); (ii) such Member's distributive share of Company Losses or items thereof that are allocated to such Member pursuant to this Agreement; (iii) such Member's distributive share of any expenditures described in Code Section 705(a)(2)(B); and (iv) such other items as are required pursuant to the Regulations under Code Section 704(b). (d) Transfer of Interest. If a Member transfers all or any portion of such Member's Membership Interest to another Person pursuant to Article VI of this Agreement, the Capital Account (or ratable portion thereof) that is attributable to the transferred Interest shall be transferred to the transferee. SECTION 2.3 -RETURN OF CONTRIBUTIONS; DISSOLUTION OF THE COMPANY. No Member shall be entitled to a return of any portion of any Capital Contribution or Capital Account balance except as specifically provided in this Agreement. Except as provided herein, no Member shall, in such Member's capacity as a Member, have the right or authority to cause the dissolution of the Company. ARTICLE III--ALLOCATION OF PROFITS, LOSSES AND DISTRIBUTIONS SECTION 3.1 - CASH.DISTRIBUTIONS. (a) Distributions of Cash Flow. The Cash Flow held by the Company and not required in the operation of the Company's business (including the establishment of reasonable reserves) will be distributed to the Members, from time to time, at the discretion of the Managing Members. No Member shall be entitled to make withdrawals from such Member's Capital Account or from the Company's capital, except to the extent of distributions made pursuant to this Section 3.1. Except as provided in this Agreement or as agreed to by the Managing Members, no Member shall receive compensation for services rendered to the Company. All distributions of the Cash Flow shall be made among the Members pro rata in proportion and to the extent of their positive Capital Account balances and in proportion to their respective Profits Interests, as identified on Exhibit A. (b) Income Tax Distributions. Notwithstanding anything to the contrary in Section 3.1(a) of this Agreement, the Company agrees to make distributions of cash to its Members in each calendar year, or succeeding calendar year, in sufficient amounts for the Members to pay on a timely basis federal, state, and local income taxes, including any required estimated income tax payments, on the Company's taxable income and gain (net of deductions and credits) for such calendar year to the extent distributions made under Section 3.1(a) for such year are not sufficient for this purpose. For the purposes of determining the amount of such distributions, each Member is deemed to be a resident of the City of Bellevue, the State of Washington, and to be taxable at the highest marginal federal, state, and local income tax rates applicable to married {PSN\K0523167.3} 7 individuals residing in such jurisdictions filing a joint tax return and to fully utilize any losses, deductions, and credits passed through under Code Section 702. Anything to the contrary herein notwithstanding, no distributions shall be made to any Member pursuant to this Section at any time when payments on any Company obligation shall be considered delinquent or if such payment would cause the Company to default on any Company obligation. Whether such delinquency or default shall occur will be determined by the Managing Members in their sole and absolute discretion. All distributions under this Section 3.1(b) will be made among the Members in proportion to their respective Profits Interest. (c) Distribution of Liquidation Proceeds. Liquidation Proceeds shall be distributed in accordance with Section 9.2. SECTION 3.2 -ALLOCATION OF PROFITS AND LOSSES. Profits and Losses shall be allocated among the Members in accordance with the provisions of the Tax Appendix attached hereto and incorporated herein. SECTION 3.3—ACCOUNTING. The Company books and accounting for all purposes shall be kept on a cash or accrual basis or on such other basis as the Managing Members may otherwise agree. The taxable and fiscal year of the Company shall be the calendar year, or as otherwise determined by the Managing Members. On a timely basis following the end of the Company's taxable year, the Managing Members shall use their reasonable efforts to provide the Members: (a) such information as is necessary for the preparation by the Members of their federal income tax return and State income or other tax returns; and (b) annual financial statements and such other information as, in the judgment of the Managing Members, is reasonably necessary to advise the Members of the results of the operation of the Company. ARTICLE IV --MANAGEMENT OF COMPANY SECTION 4.1 -MANAGEMENT OF COMPANY. (a) Designation and Powers of Managing Members. The initial Managing Members shall be Wei-Ting Hsiao only. Each shall serve as a Managing Member until their respective death, Disability or Event of Withdrawal. If the Initial Managing Members are no longer Managing Member, she shall designate one or more Substituted Managing Members (as defined below) in accordance with Section 6.5 hereof, and may at any time thereafter: (i) remove one or more of the Substituted Managing Members with or without cause; (ii) appoint one or more Substituted Managing Members for those removed, if so desired; and/or(iii) appoint one or more additional Substituted Managing Members. Except as otherwise specifically provided in this Agreement or as required by the Act, the Managing Members are vested with the power to manage, control, and make all decisions affecting the Business and assets of the Company. Any Managing Member may singularly execute, acknowledge and deliver any and all instruments to effectuate any of the foregoing, provided that such actions have been duly approved and authorized by the Managing Members pursuant to this Agreement. {PSN\K0523167.3} 8 (b) Decisions of Managing Members. Except as specifically provided herein, decisions of the Managing Members shall be based on their majority vote, and each Managing Member shall have an equal vote in all Company matters before the Managing Members. It shall . ,. . not be necessary for the Managing Members or the Members to conduct a meeting for the purpose of making Company decisions. The Managing Members may act without a meeting if such action is approved in writing by the number of Managing Members otherwise required to approve such action at a meeting. If a Managing Member dies, is adjudicated as bankrupt or otherwise withdraws as a Managing Member, the remaining Managing Members shall serve as the sole Managing Members, and the Company shall not terminate upon the occurrence of such event. SECTION 4.2 - OFFICERS AND OTHER MATTERS. (a) Election and Designation of Officers. The Managing Members may elect such officers as the Managing Members may deem necessary. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required to be executed, acknowledged, or verified by two or more officers. (b) Term of Office; Vacancies. Each officer of the Company shall hold office until the officer's successor is elected or until the officer's earlier resignation, removal from office, or death. The Managing Members may remove any officer at any time with or without cause. Any vacancy in any office shall be filled by the Managing Members. (c) Delegation of Authority and Duties. The Managing Members are authorized to delegate the authority and duties of any officer to any other officer and generally to control the action of the officers and to require the performance of duties in addition to those mentioned herein. SECTION 4.3 -MEETINGS OF MEMBERS. The Managing Members may from time to time call meetings of the Members. The Managing Members shall send written notice to each Member of each such meeting at least fifteen (15) days, but not longer than forty-five (45) days, prior to such meeting. All such meetings shall be held within the continental United States. The Members shall be entitled to attend and discuss issues on the agenda for such meetings. The Managing Members shall endeavor to provide an agenda for each such meeting, and such agenda may include a review of the financial results of the Company. The Members may act without a meeting if such action is approved in writing by the number of Members otherwise required to approve such action at a meeting. If there is no Managing Member, a Majority in Interest of the Members may call a meeting of the Members by complying with the provisions set forth above for meetings called by Managing Members. SECTION 4.4 -VOTING RIGHTS OF MEMBERS. Except as otherwise provided in this Agreement, each Member shall have the right to vote in Company matters that are subject to vote by Members in the same percentage as such {PSN\K0523167.3} 9 Member's Profits Interest set forth on Exhibit A, as amended. Decisions of the Members shall require the consent of a Majority in Interest. SECTION 4,5 -CHECKING OR SAVINGS ACCOUNTS. The funds of the Company shall be deposited in its name in such checking accounts, savings accounts, brokerage accounts, bank accounts or money market funds or other suitable accounts or investments as shall be designated by the Managing Members. All withdrawals from such accounts or investments shall be made upon checks, drafts, or withdrawal forms signed by any Managing Member, or any officer or other agent of the Company who is designated by the Managing Members to sign checks, drafts, or other such instruments, provided that the expense has been approved by the Managing Members in accordance with Article IV. SECTION 4.6-APPOINTMENT OF TAX MATTERS MEMBER. (a) Designation. Wei-Ting Hsiao is hereby designated, pursuant to Code Section 6231(a)(7), as the Company's Tax Matters Member ("TMM"), and is responsible for acting as the liaison between the Company and the Internal Revenue Service ("Service") and as the coordinator of the Company's actions pursuant to a Service tax audit of the Company. The TMM shall continue to serve as TMM until the earliest to occur of the following events: (i) The TMM is no longer willing or able to serve; (ii) The TMM no longer owns a Membership Interest in the Company; or (iii) The Managing Members remove the appointed TMM and designate a new TMM. Upon the occurrence of(i) or(ii) above,the Managing Members shall select a new TMM. (b) Authority. The TMM shall have the authority to take the following actions: (i) Furnish to the Service, when properly requested pursuant to the Code, the names, addresses, profits, interest and taxpayer identification number of each Person who or which was a Member in the Company at any time during the Company's taxable year; (ii) Keep each Member informed of all administrative and judicial proceedings for the adjustment, at the Company level, of Company items; (iii) Extend the period of limitations for making assessments against the Company; (iv) After receipt from the Service of a notice of a final Company administrative adjustment: (A) File a petition for a readjustment of Company items for such taxable year with the Tax Court, the U. S. District Court of the United States for {PSN\K0523167.3) 10 the district in which the Company's principal place of business is located, or the Claims Court as determined by the TMM; and (B) Enter into binding settlement agreements with the Service with regard to Company items as provided in Code Section 6224(c)(3). . ,. (c) Reimbursement. In furtherance of the duties of the TMM described in this Agreement, the TMM shall be reimbursed by the Company for all expenses, costs and liabilities expended or incurred by the TMM. (d) Indemnification. The Company shall indemnify and reimburse the TMM for all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in • connection with any administrative or judicial proceeding with respect to the tax liability of the Members. The payment of all such expenses shall be made before any distributions are made by the Company. No Member shall have any obligation to provide funds for such purpose. The taking of any action and the incurring of any expense by the TMM in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the TMM and the provisions on limitations of liability of Members and indemnification set forth in this Agreement shall be fully applicable to the TMM in its capacity as such. ARTICLE V--DUTIES, LIABILITIES, AND COMPENSATION OF THE MANAGING MEMBERS AND MEMBERS SECTION 5,1 -DUTIES OF MANAGING MEMBERS. (a) Participation in Business and other Ventures. The Managing Members shall manage or cause to be managed the affairs of the Company in a prudent and businesslike manner and shall devote such part of their time to Company affairs as is reasonably necessary for the conduct of such affairs; provided, however, that it is expressly understood and agreed that no Managing Member shall be required to devote such Managing Member's entire time or attention to the business of the Company. Except as otherwise specifically provided in this Agreement, no Member in its capacity as a Member (including a Managing Member) nor an Affiliate shall be restricted in participating in other businesses or activities that are competitive with the business of the Company. (b) Maintenance of Records. In carrying out their obligations, the Managing Members shall: (i) Maintain complete and accurate records of all property (real and personal) owned or leased by the Company and complete and accurate books of account (containing such information as shall be necessary to record allocations and distributions); (ii) Cause to be prepared and filed the tax returns of the Company; (iii) Cause to be filed such other documents and take such other acts as may be • required by law to qualify and maintain the Company as a limited liability company under the laws of the State of Washington; {PSN\K0523167.3} 1 1 (iv) Maintain at the principal office of the Company all of the following: (A) A current list of the name and last business or residence address of each Member; (B) A copy of the Articles of Organization and all Amendments to it; (C) A copy of this Operating Agreement, all Amendments to it, and executed copies of any written powers of attorney pursuant to which this Operating Agreement and any Amendments thereto have been executed; (D) Copies of the Company's federal, state and local income tax returns and reports, if any, for the three(3)most recent years; and (E) Copies of any financial statements of the Company for the three (3) most recent years. (c) Inspection of Records. All records required to be kept pursuant to Section 5.1(b) shall be subject to audit, inspection, and copying by any Member or such Member's duly authorized representative, at the reasonable request and expense of any such Member during ordinary business hours. SECTION 5.2 - LIABILITIES AND INDEMNIFICATION OF THE MANAGING MEMBERS AND MEMBERS. (a) Liability of Managing Members. In carrying out their duties hereunder, no Managing Member shall be liable to the Company or any other Member for any actions taken in good faith and reasonably believed to be in the best interests of the Company, or for errors of judgment, but shall be liable to the Company only if such Managing Member shall be adjudicated by a court of competent jurisdiction that such Managing Member's action or failure to act involved fraud, willful misconduct, gross negligence or material breach of that Managing Member's obligations under this Agreement or other material breach of that Managing Member's fiduciary duties. (b) Return of Capital. Except as provided in Section 5.2(a) hereof, no Managing Member shall be liable for the return of the Capital Contributions of any Member, nor for a loss of investment or loss from the operation of the Company. (c) Indemnification. The Company shall and does hereby agree, to the fullest extent permitted by law, to defend, indemnify, and hold harmless the Company's officers, Members, and Managing Members and their respective shareholders,partners, members, directors, officers, employees and agents (the "Indemnified Persons"), from and against any and all liability, cost, expense, or damage incurred or sustained by reason of any act or omission in the conduct of the business of the Company, regardless of whether acting pursuant to their discretionary or explicit authority hereunder; provided, however, the Company shall not indemnify an Indemnified Person or hold such Indemnified Person harmless with respect to any of the foregoing incurred in connection with such an Indemnified Person's fraud, willful misconduct, gross negligence or material breach of such Indemnified Person's obligations under this Agreement or other material {PSN\1(0523167.3} 12 breach of such Indemnified Person's fiduciary duties. In particular, and without limitation of the foregoing, an Indemnified Person shall be entitled to indemnification by the Company against the reasonable expenses, including attorneys' fees and costs through any and all trial and appellate levels, actually and necessarily incurred in connection with the defense of any suit or action to which such Indemnified Person is a party by reason of the Indemnified Person's position as an officer of the Company, Managing Member or a Member (or a shareholder, partner, member, director, officer, employee or agent thereof), to the fullest extent permitted under law. Any expenses or other amounts incurred or to be incurred by an Indemnified Person in connection with a proceeding as to which indemnification is, or may be, applicable under this Section 5.2(c) may be paid by the Company in advance of the final disposition of the proceedings upon receipt of a binding written agreement to repay said expenses or other amounts in the event it is finally adjudicated that such indemnification is not proper. If repayment is • required, then all such sums advanced and to be repaid shall bear interest at the Stipulated Rate from the date of disbursement, and the paying party shall pay all collection costs of the Company, if any, including attorneys' fees and costs. SECTION 5.3 -RELIANCE ON ACTS OF MANAGING MEMBERS. No financial institutions or any other Person dealing with the Managing Members shall be required to ascertain whether any of them are acting in accordance with this Agreement, and such financial institution or such other Person shall be protected in relying solely upon the deed, transfer or assurance of, and the execution of such instrument or instruments by such Managing Member. SECTION 5.4- COMPENSATION OF THE MANAGING MEMBERS AND AFFILIATES. Except as otherwise provided in this Agreement, the Managing Members shall not be entitled to any compensation from the Company. However, the Managing Members shall be entitled to reimbursement for all expenses incurred by them in connection with the Company's business. ARTICLE VI--TRANSFER OF INTEREST AND WITHDRAWAL OF A MEMBER SECTION 6.1 -TRANSFER BY MEMBER. (a) Restriction on Transfer. Except as otherwise specifically provided in this Article VI, a Member shall not Transfer a Membership Interest to any Person and any attempted Transfer shall be ineffective to Transfer any such Interest, unless all of the nontransferring Members consent to the Transfer. Except as provided in this Article VI, the transferee of a Membership Interest shall not become a Member, without the consent of the Managing Members. (b) Permitted Transfers to Family Members by Members. Subject to Section 6.3, a Member may, without the consent of any other Member, Transfer a portion, or all, of such Member's Membership Interest to or for the benefit of (i) any Family Member or (ii) a partnership, limited liability company, or corporation wholly owned by the transferor and/or the transferor's Family Members or a trust whose sole beneficiaries are the transferor and/or the transferor's Family Members ("Transferee Entity"). However, if the Transfer is to a Transferee {PSN\K0523167.3} 13 Entity, this Section 6.1(b) applies only if the governing documents of the Transferee Entity irrevocably provide that no beneficial owner of the Transferee Entity may Transfer an interest in the Transferee Entity to a Person who is not a Family Member of such original Member without the consent of the Managing Members of the Company. Any transferee to which this Section 6.1(b) applies shall automatically become a Member. (c) Right of First Refusal. (i) Except in the case of Transfers made pursuant to Section 6.1(a), (b) or 6.4, if any Member (the "Selling Member") receives a bona fide written offer (the "Third Party Offer") from any Person who is not a party to this Agreement (the "Third Party") to purchase all or a portion of the Selling Member's Membership Interest (the "Offered Interest"), and the Selling Member desires to accept the Third Party Offer, then the Selling Member shall notify in writing all of the other Members of the Company (the "Remaining Members") of the identity of the Third Party and all of the terms and conditions of the Third Party Offer. (ii) The Remaining Members shall have the right, but not the obligation, to purchase the Offered Interest at the same purchase price and upon substantially the same terms and conditions as are contained in the Third Party Offer. Each Remaining Member shall have the option to purchase such Remaining Member's proportionate share of the Offered Interest, and a Remaining Member's proportionate share shall be equal to the ratio that such Remaining Member's Profits Interest bears to the total Profits Interests outstanding other than the Selling Member's Interest. Each Remaining Member's option to purchase shall be exercisable by giving written notice to the Selling Member and the Remaining Members within thirty (30) days after the Selling Member gives notice of the Third Party Offer. If any Remaining Member fails to exercise the option to purchase such Remaining Member's proportionate share of the Offered Interest, then the other Remaining Members who are exercising their options (the "Exercising Members") shall have the right by giving written notice to the Offering Member and the other Exercising Members, within fifteen (15) days after the expiration of the aforesaid thirty (30) day period, to purchase such remaining portion of the Offered Interest in proportion to the ratio that each such Exercising Member's Profits Interest bears to the total Profits Interests outstanding of all those Exercising Members who are also exercising their further options under such subsequent fifteen (15) day period, or as they may otherwise agree among themselves. The options under this Section 6.1(c) shall be enforceable only if the Remaining Members agree to purchase all of the Offered Interest. In such a case, the sales pursuant to the exercise of such options shall be made within ninety (90) days after the Selling Member gives notice of the Third Party Offer. (iii) If the Remaining Members fail to exercise their respective options to purchase all of the Offered Interest within the thirty (30) and fifteen (15) {PSN\K0523167.3) 14 day periods described above in Section 6.1(c)(ii), then the Selling Member may, notwithstanding Section 6.1(a), but subject to the prohibitions of Section 6.3, sell all of the Offered Interest to the Third Party on the same terms and conditions as are contained in the Third Party Offer, provided that such transaction must be completed within ninety (90) days after the expiration of the fifteen (15) day period referred to above. Alternatively, the Selling Member may retain such Offered Interest. If the Offered Interest is not sold to the Third Party within the ninety (90) day period referred to above, then the Offered Interest shall not be sold to the Third Party unless the provisions of this Section 6.1(c) are again satisfied. A Third Party who purchases a Selling Member's Offered Interest shall not become a Member without the consent of the Managing Members. (d) Status of Transferee. The transferee of a Managing Member shall, upon such transferee's admission to the Company, become a Non-Managing Member, unless otherwise a Managing Member pursuant to the terms herein. A transferee who has not been admitted to the Company as a Member, shall have only the right to receive the share of Profits, Losses, cash distributions, Capital Account, and Liquidation Proceeds attributable to the transferred Membership Interests, but shall not have the right to vote on any matter, bind the Company to any agreement, participate in management, review the Company's books and records, or have any other right. (e) Continuing Obligations of Transferor. Upon a Transfer of any Membership Interest under Section 6.1(b) of this Agreement, the transferor shall remain subject to all obligations under this Agreement as if no such Transfer had been made. SECTION 6.2 - VOLUNTARY WITHDRAWAL OF MEMBERS. No Member shall be entitled to receive any payment or distribution from the Company in connection with such Member's voluntary or involuntary withdrawal from the Company, except as specifically set forth in this Agreement. SECTION 6.3 -PROHIBITED TRANSFERS. Notwithstanding any other provision of this Agreement, no Transfer may be made of a Member's Interest or any portion thereof or any issuance of a Membership Interest to the extent that any such Transfer or issuance: (a) would result in the termination of the Company for federal income tax purposes (except with the consent of the Managing Members), (b) would violate any federal or state securities laws, (c) is made to a Person who does not agree to be subject to the terms of this Agreement, and in the case of a Person that is an entity, such owners of the entity do not agree to be subject to the terms of this Agreement, (d) is made to a Person who does not agree to execute such documents as the Managing Members may reasonably require to reflect the Person agreeing to be subject to the terms of this Agreement, (e) would cause a default under the terms of any indebtedness of the Company or would otherwise violate the terms of any agreement between the Company and another party, or (f) is made to a minor or to a Person who is incompetent or insane; and any attempted assignment in violation hereof shall be ineffective to transfer any such Interest. Any Transfer of a Member's Interest in the Company {PSN\K0523167.3} 15 or issuance of an Interest in contravention of this Agreement (a "Prohibited Transfer") shall be null and void and if a Member attempts to make a Prohibited Transfer, then the Managing Members shall be entitled to take any and all action which may be necessary or appropriate to defeat or prevent the Prohibited Transfer. Additionally, notwithstanding any other provision of . this Agreement, no ownership interest in a Member of the Company may be Transferred without the consent of the Managing Members that would result in the termination of the Company for federal income tax purposes. SECTION 6.4 -DEATH, BANKRUPTCY, INCOMPETENCY OF A MEMBER. Notwithstanding Section 6.1(a), but subject to Section 6.3, upon the death, termination, bankruptcy, dissolution, adjudication of incompetency or insanity, or occurrence of an Event of Withdrawal (except a voluntary withdrawal) of a Member, the Interest owned by the deceased, terminated, bankrupt, dissolved, incompetent, or insane Member (the "Withdrawn Member") shall be transferred to or devolve upon the heirs, devisees, representatives, beneficiaries, successors, assigns, or estate of the Withdrawn Member (as may be appropriate). Any Person succeeding to the Interest of a Withdrawn Member shall promptly notify the Managing Members of such Person's name, mailing address, federal tax identification number, and the date of acquisition or transfer of the applicable Membership Interest. However,no Person succeeding to the Interest of a Member upon the events specified in this Section 6.4 shall become a Member without the consent of all of the remaining Members unless Section 6.1(b) applies to such Transfer (subject to the provisions of Section 6.3). An Event of Withdrawal of a Non-Managing Member or a Managing Member shall not terminate the Company, but the Company shall continue in existence until it is dissolved, terminated, and liquidated under Article IX or as , otherwise provided herein or as required by law. SECTION 6.5 -WITHDRAWAL OF MANAGING MEMBER. Upon the occurrence of an Event of Withdrawal of a Managing Member, such Member shall cease to be a Managing Member. After the occurrence of an Event of Withdrawal of the last remaining Managing Member where there is no successor Managing Member, the Company shall be dissolved, terminated and liquidated unless within ninety (90) days of such Event of Withdrawal a Majority in Interest of the remaining Members, which shall include any newly admitted Members who succeed to such withdrawing Managing Member's Interest, designate a new Managing Member, as provided below. Upon the occurrence of an Event of Withdrawal of the last remaining Managing Member where there is no successor Managing Member, a Majority in Interest of the remaining Members, which shall include any newly admitted Members who succeed to such Withdrawing Managing Member's Interest, may designate a new Managing Member(s) ("Substituted Managing Member") who consents to and accepts such designation as of the date of such event. If a Substituted Managing Member is appointed, such Substituted Managing Member's Interest shall be owned on the terms and conditions set forth herein with respect to a Managing Member. {PSN\K0523167.3} 16 SECTION 6.6- INTERIM MANAGING MEMBER. From the date of the Event of Withdrawal of the last remaining Managing Member, and, if applicable, until a Substituted Managing Member has been appointed, approved and succeeds to the Managing Member's position of the last remaining Withdrawing Managing Member, the Members shall by the affirmative vote of those Members owning a Majority in Interest designate an interim Managing Member to operate the Company, and the Interim Managing Member shall be one of the Members. ARTICLE VII --AMENDMENTS SECTION 7.1 -AUTHORITY TO AMEND. (a) Generally. Except as otherwise specifically provided elsewhere in this Agreement or by law, amendments to this Agreement shall require the consent of the Managing . Members plus the affirmative vote or written agreement of those Members owning at least a Majority in Interest. However, except as specifically provided in this Agreement, (i) no amendment hereto that would change a Member's Membership Interest, or increase the personal liability of any Member for the debts of the Company, shall be effective unless and until such Member approves of the amendment in writing, and (ii) the Managing Members shall obtain the unanimous affirmative vote or written agreement of all Members entitled to vote with respect to any amendment that would change or delete any provision of this Agreement that requires the unanimous consent, vote, or agreement of the Members to undertake any action or decision. All amendments approved by the Members shall be distributed to them in writing and shall be attached to this Operating Agreement. (b) Clarifying Amendments. Notwithstanding the provisions set forth in Section 7.1(a), the Managing Members may amend this Agreement without the consent of the Members: (i) if such amendment is solely for the purpose of clarification and does not change the substance hereof; (ii) if such amendment is, in the reasonable judgment of the Managing Members, necessary or appropriate to satisfy requirements of the Code or Regulations with respect to the Company or of any federal or state securities laws or regulations. In this respect, and notwithstanding any other provision of this Agreement, the Managing Members may allocate Profits and/or Losses, or items thereof, among the Members in any manner which may be necessary or appropriate to satisfy the requirements of the Code and the Regulations thereunder; (iii) if such amendment is to reflect the Transfer of Membership Interests or issuance of additional Membership Interests or other changes in the Members or their Interests as permitted herein, including, but not limited to, the admission of additional Members to the Company as permitted herein; or {PSN\K0523167.3} 17 (iv) if such amendment is to change the Company's name or statutory agent or the state in which the Company is organized. ARTICLE VIII--POWER OF ATTORNEY SECTION 8.1 -POWER OF ATTORNEY. Each of the Members irrevocably constitutes and appoints the Managing Members, or any of them, such Member's true and lawful attorney in such Member's name, place and stead to make, execute, aver, acknowledge, deliver and file: (a) Any certificates or other instruments that may be required to be filed by the Company under the laws of the State of Washington, or in any jurisdiction in which the Managing Members shall deem it advisable to file; (b) Any documents, certificates or other instruments, including, without limiting the generality of the foregoing, any and all amendments and modifications of this Agreement that have been approved pursuant to the terms of this Agreement, and by way of extension, and not in limitation, to do all such other things as shall be necessary to continue and to carry on the business of the Company, including, to the extent permitted by law, the power to ratify the execution and delivery of notes or instruments authorizing the confession of judgment against the Company; and (c) All documents, certificates or other instruments which may be required to effectuate the dissolution and termination of the Company or the organization of any new limited liability company occasioned by the withdrawal of a Member as hereinbefore provided. The power of attorney hereby granted shall not constitute a waiver of, or be used to avoid, the rights of the Members to approve certain amendments to this Agreement pursuant to Article VII hereof or be used in any other manner inconsistent with the status of the Company as a limited liability company. SECTION 8.2 - SURVIVAL OF POWER. It is expressly intended by the Members, that the foregoing power of attorney is coupled with an interest, is irrevocable, and shall survive the death, bankruptcy or dissolution of a Member. The foregoing power of attorney shall survive the delivery of an assignment by any Member of such Member's entire Interest in the Company, except that where an assignee of such entire Interest has become a Member, then the foregoing power of attorney of the assignor Member shall survive the delivery of such assignment for the sole purpose of enabling those persons designated in Section 8.1 hereof to execute, acknowledge and file any and all instruments necessary to effectuate such substitution. {PSN\K0523167.3) 18 ARTICLE IX--TERMINATION OF THE COMPANY • SECTION 9.1 -ELECTION TO TERMINATE AND DISSOLVE. (a) Events Causing Dissolution. The Company shall be dissolved, terminated, and liquidated, and its affairs wound-up, upon the first to occur of the following events: (i) The sale of all, or substantially all, of the assets of the Company; (ii) The decision of a Majority In Interest of the Managing Members to dissolve,terminate, and liquidate the Company; and (iii) Upon an Event of Withdrawal of the last remaining Managing Member where there is no successor Managing Member appointed pursuant to Section 6.5. (b) Sale of Assets. Upon the occurrence of an event that causes the dissolution, termination and Liquidation of the Company under Section 9.1(a), the Managing Members shall proceed with the winding up and Liquidation of the Company. The Managing Members shall liquidate the Company's assets and distribute them in the manner and in accordance with the priorities set forth in Section 9.2. If the Managing Members determine that an immediate sale would cause undue loss to the Company(because the sale price is too low or the terms of sale are inadequate or for any other reason), then in order to avoid such loss, the Managing Members may, to the extent not prohibited by the Act and after giving notice to all Members, either defer Liquidation of and withhold from distribution any assets of the Company except those necessary to satisfy the Company's debts, obligations and operating expenses or distribute the assets to the Members in kind. The Company shall not terminate until the Company assets have been distributed in the manner set forth in Section 9.2 and the Certificate of Dissolution has been filed with the Secretary of State, as provided in Section 25.15.273 of the Act. Prior to the termination of the Company, its business and the rights, duties, and interests of the Company shall continue to be governed by this Agreement. If the Company is to be dissolved, terminated, and liquidated because of the occurrence of an Event of Withdrawal of a Member, the Withdrawing Member shall have no vote with respect to any Company matter, and shall not participate in any • management decisions arising after the occurrence of an Event of Withdrawal. Rather, the power to render such decisions and govern the Company shall be vested in the Trustee-in- Liquidation, pursuant to Section 9.1(c). (c) Absence of Managing Member. If for any reason there are no Managing Members, or they refuse to serve, or are incapable of or prevented by this Agreement from serving, a Majority in Interest of the Members may appoint a Trustee-in-Liquidation who shall serve to wind up the affairs of and liquidate the Company. SECTION 9.2 -PROCEEDS OF LIQUIDATION. Upon the dissolution, termination, and Liquidation of the Company, the Liquidation Proceeds shall be applied and distributed in the following order of priority: {PSN\K0523167.3} 19 (a) Debts. To the payment of the debts and liabilities of the Company (including any and all fees and loans payable to one or more Members) in the order of priority as provided by law, and the expense of Liquidation; (b) Reserves. To establish reserves that the Managing Members (or the Trustee-in- Liquidation) may deem reasonably necessary for any contingent, foreseen or unforeseen liabilities or obligations of the Company; and (c) Capital Accounts. The remaining balance, if any, shall then be distributed to the Members in an amount equal to and in satisfaction of the positive balance of each Member's Capital Account on the date of the Company's termination, after giving effect to all Capital Contributions, distributions, allocations, and all other adjustments to all Members' Capital Account balances for all periods. SECTION 9.3-FAIR MARKET VALUE DISTRIBUTIONS. If the assets are to be distributed in kind to one or more of the Members (in connection with the liquidation of the Company or otherwise), the value of such assets shall be adjusted pursuant to the Regulations under Code Section 704(b) and such assets shall be distributed at their respective fair market values. Furthermore, each Member's Capital Account shall be adjusted to reflect what such Member's Capital Account would be if the Company were to sell all of such assets at their respective fair market values and allocated the Profits or Losses among the Members in accordance with the provisions of this Agreement. ,. SECTION 9.4-FINAL ACCOUNTING. Each Member shall be furnished with a statement reviewed by the Company's accountants, which shall set forth the Profits and/or Losses generated upon the sale or exchange of the Company's properties; the allocation of such Profits and Losses among the Members; the Company's proceeds received from the sale or exchange of its properties; any revaluations of Company property; the assets and liabilities of the Company; and the amount distributed or distributable to each Member, as of the date of the Liquidation. Upon compliance with the foregoing distribution plan, the Members shall cease to be such, and the Managing Members and/or the Trustee-in-Liquidation if no Managing Member serves, shall execute and cause to be filed a Certificate of Dissolution of the Company and any and all other documents necessary with respect to the termination and cancellation of the Company. ARTICLE X--MISCELLANEOUS SECTION 10.1 - GOVERNING LAW. The Company and this Agreement shall be governed by, and construed in accordance with, the laws of the State of Washington, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Washington. {PSN\K0523167.3) 20 SECTION 10.2—COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one agreement, and the signature of any party to any counterpart shall be deemed to be a signature to, and may be appended to, any other counterpart. SECTION 10.3 - INVESTMENT REPRESENTATIONS. (a) The undersigned Members understand (i) that the Membership Interests evidenced by this Operating Agreement have not been registered under the Securities Act of 1933, the Washington Securities Act or any other state securities laws (the "Securities Acts") because the Company is issuing these Membership Interests in reliance upon the exemptions • from the registrations requirements of the Securities Acts providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Membership Interests are to be held by each Member for investment, and (iii) that exemption from registrations under the Securities Acts would not be available if the Membership Interests were acquired by a Member with a view to distribution. (b) Accordingly, each Member hereby confirms to the Company that such Member is acquiring the Membership Interests for such own Member's account, for investment and not with a view to the resale or distribution thereof. Each Member agrees not to transfer, sell or offer for sale any portion of the Membership Interests unless there is an effective registration or other qualification relating thereto under the Securities Act of 1933 and under any applicable state securities laws or unless the holder of Membership Interests delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under such Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Member understands that the Company is under no obligation to register the Membership Interests or to assist such Member in complying with any exemptions from registration under the Securities Acts if such Member should at a later date wish to dispose of the Membership Interest. Furthermore, each Member realizes that the Membership Interests are unlikely to qualify for disposition under Rule 144 of the Securities Act of 1933 unless such Member is not an "affiliate" of the Company and the Membership Interest has been beneficially owned and fully paid for by such Member for at least two years. • SECTION 10.4-AGREEMENT FOR FURTHER EXECUTION. At any time or times upon the request of the Managing Members, the Members agree to sign or acknowledge the Articles of Organization, this Operating Agreement, and/or amendments thereto or hereto, whenever such amendment or cancellation is required by law, to sign or acknowledge similar certificates or affidavits or certificates of fictitious firm name, trade name or the like (and any amendments or cancellations thereof) required by the laws of Washington or any other jurisdiction in which the Company does, or proposes to do, business, and cause the filing of any of the same for record wherever such filing shall be required by law. This Section 10.4 shall not prejudice or affect the rights of Members to approve certain amendments to the Agreement pursuant to Article VII hereof. {PSN\K0523167.3} 21 SECTION 10.5 -ENTIRE AGREEMENT. This Agreement contains the entire understanding among the parties and supersedes any prior understanding and agreements between them respecting the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, between or among the parties hereto relating to the subject matter of this Agreement which are not fully expressed herein or in the Articles of Organization. SECTION 10.6—SEVERABILITY. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdictions in which the Company does business. If any provisions of this Agreement or the application thereto to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law. SECTION 10.7—NOTICE. All notices, consents, waivers, and other communications under this Agreement must be: (i) in writing and (ii) delivered by hand delivery, U.S. Mail (certified or registered), Federal Express, UPS, Overnight, Airborne, or other nationally recognized delivery service, or e-mail, facsimile or other means of electronic transmission. Absent fraud or manifest error, a receipt signed by the addressee or such addressee's authorized representative, a certified or registered mail receipt, a signed delivery service confirmation or a facsimile or e-mail confirmation of transmission will constitute proof of delivery. The actual receipt by the addressee of any notice will constitute delivery notwithstanding the failure to have complied with any provisions of this section. A notice delivered by regular or certified U.S. Mail will be deemed to have been received, delivered and given on the third business day after the post-mark, if affixed by the U.S. Postal Service. Any other notice will be deemed to have been received, delivered and given on the date and time of the signed receipt or confirmation of delivery or transmission thereof, unless that receipt or confirmation date and time is not a business day or is after 5:00 p.m. local time on a business day, in which case such notice will be deemed to have been received, delivered and given on the next succeeding business day. Notices to Members or to the Company shall be addressed as set forth in this Agreement, or as set forth in any notice of change of address previously given in writing by the addressee to the addressor: To the Members: See Exhibit A To the Company: Kaba Investments LLC PO Box 3015 • Bellevue, WA 98009 {PSN\K0523167.3} 22 To the Agent: Wei-Ting Hsiao 9850 NE 27th St. Bellevue, Washington 98004 SECTION 10.8—CAPTION. Any paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed part of the context of this Agreement. SECTION 10.9 -NUMBER AND GENDER. All of the terms and words used in this Agreement regardless of the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context or sense of this Agreement or any paragraph or clause herein may require, the same as if such words had been fully and properly written in such number and gender. SECTION 10.10- BINDING EFFECT. The parties hereto hereby agree that the obligations entered into herein shall be valid and binding upon their respective representatives, successors and assigns (where permitted). SECTION 10.11 - INCORPORATION BY REFERENCE. The recitals, Preliminary Statement, and all exhibits to this Agreement are hereby incorporated as if rewritten in their entirety. SECTION 10.12 -NO STATE LAW PARTNERSHIP. The Members intend that the Company not be a partnership (including, without limitation, a limited partnership) or joint venture, and that no Member be a partner or joint venturer of any other Member, for any purposes other than federal and state tax purposes, and that this Agreement not be construed to suggest otherwise. SECTION 10.13 -NO LIABILITY TO THIRD PARTIES. No Member shall be liable as such for the liabilities of the Company. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing personal liability on the Members for liabilities of the Company. SECTION 10.14-RIGHTS OF CREDITORS AND THIRD PARTIES UNDER AGREEMENT. This Agreement is entered into among the Company and the Members for the exclusive benefit of the Company, its Members, and their successors and assignees. The Agreement is expressly not intended for the benefit of any creditor of the Company or any other person. Except and only to the extent provided by applicable statute, no creditor or third party shall have {PSN\K0523167.3} 23 any rights under this Agreement or any agreement between the Company and any Member with respect to any capital contribution or otherwise. [This space left blank intentionally.] {PSN\1(0523167.3) 24 IN WITNESS WHEREOF, the solely Member hereto has executed and sworn to this Agreement. MEMBERS: Wei-Ting Hsiao • {PSN\K0523167.3} 25 Exhibit A Initial Capital Member Name and Address Contribution Profits Interest Wei-Ting Hsiao $10,000 100% Total: $10,000 100% {PSN\K0523167.3) 26 TAX APPENDIX TO OPERATING AGREEMENT ALLOCATION OF PROFITS AND LOSSES SECTION 1 -DEFINITIONS. Pursuant to Regulation Section 301.7701-3, the Company shall be treated as a partnership for federal income tax purposes, and the tax treatment of the Company shall be governed by Subchapter K of the Internal Revenue Code. Certain definitions contained in this Tax Appendix refer to sections of the Code or Regulations involving partnerships, and some of the definitions contained herein substitute the words "Member" for "Partner", "Company" for "Partnership", and "Membership Interest" for "Partnership Interest". However, the intention is to utilize the concepts and requirements of the Code and Regulations involving partnerships, and the definitions contained herein should be read consistently with each provision of the Code and Regulations. For purposes of this Tax Appendix and this Agreement, the terms and phrases listed below shall be defined as follows: (a) "Book Value" means the value of Company property maintained on the Company's books for purposes of determining the Members' Capital Accounts. With respect to any asset of the Company, such asset's adjusted basis for federal income tax purposes shall be its Book Value, except as follows: (i) The initial Book Value of any asset contributed by a Member to the Company shall be the gross fair market value of such asset. (ii) The Book Value of all Company assets shall be adjusted to equal their respective gross fair market values, as determined by the Managing Members in accordance with Code Section 7701(g), as of the following times: (a) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution; (b) the distribution by the Company to a retiring or continuing Member as consideration for an Interest in the Company of more than a de minimis amount of money or other Company property; and (c)the Liquidation of the Company. (iii) If the Book Value of an asset has been determined or adjusted pursuant to paragraph (i) or (ii) above of this Section 1(a), such Book Value shall thereafter be adjusted for the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses. (b) "Company Minimum Gain" shall be defined as set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d)(1). Each Member's share of the Company's Minimum Gain shall be defined as set forth in Regulations Section 1.704-2(g). (c) "Depreciation" means, for each taxable year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction, as computed for federal income tax purposes, allowable with respect to an asset of the Company for such year or other period, except that if the Book Value of a Company asset differs from its adjusted basis for federal {PSN\K0523167.3} II-I income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year or other period bears to such beginning adjusted tax basis. (d) "Excess Capital Account Deficit" means, with respect to a Member, the deficit balance, if any, in such Member's Capital Account as of the end of the relevant taxable year, after giving effect to the following adjustments: (i) Increase such Capital Account by any amounts which such Member is obligated by this Agreement to restore to the Company, or is deemed obligated to restore to the Company pursuant to the penultimate sentences of Regulations Sections 1.704- 2(g)(1) and 1.704-2(i)(5); and (ii) Decrease such Capital Account by the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6), and for this purpose, the Managing Members shall make the determination of the items described in such Sections of the Regulations. Any Loans to the Company for which a Member has or is deemed to have the economic risk of loss under the Regulations shall constitute an obligation to restore to the Company. (e) "Member Minimum Gain" means a Member's share of minimum gain attributable to a Member Nonrecourse Debt within the meaning of Regulations Section 1.704-2(i)(4) and (5) (pertaining to partnerships). (f) "Member Nonrecourse Debt" means any Nonrecourse Debt of the Company for which a Member bears the economic risk of loss within the meaning of Regulations Section 1.704-2(b)(4) (pertaining to partnerships). • (g) "Member Nonrecourse Deduction" means any item of Company Loss, deduction, or expenditure that is attributable to a Member Nonrecourse Debt within the meaning of Regulations Section 1.704-2(i)(2) (pertaining to partnerships). (h) "Nonrecourse Deductions" shall be defined as set forth in Regulations Section 1.704-2(b) and (c) (pertaining to partnerships). (i) "Nonrecourse Liability" or "Nonrecourse Debt" "Nonrecourse Nonrecourse Loan" shall have the meanings defined in Regulations Section 1.704-2(b)(3) (pertaining to partnerships). (j) "Profits" and "Losses" means for each taxable year or other period an amount equal to the Company's taxable income or loss for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss),with the following adjustments: (i) any income of the Company that is exempt from federal income tax shall be added to such taxable income or loss; {PSN\K0523167.3} II-2 (ii) any expenditures of the Company not deductible in computing its taxable income and not properly chargeable to capital account (as described in and within the • meaning of Code Section 705(a)(2)(B)) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704-1(b)(2)(iv)(i) shall be subtracted from such taxable income or loss; (iii) if Company property is reflected on the Company's books at other than its adjusted tax basis, then in lieu of depreciation, amortization and other cost recovery deductions taken into account for federal income tax purposes, there shall be taken into account Depreciation for such year or other period, computed in accordance with the Regulations issued pursuant to Code Section 704(b); (iv) any items that are specially allocated to a Member pursuant to this Tax ,. Appendix shall not be taken into account in determining Profits and Losses; and (v) for purposes of determining Profit or Loss upon the sale or other disposition of Company property, then in accordance with the Regulations under Code Section 704(b), the value of an asset properly reflected on the Company's books at the time of sale or other disposition shall be substituted for the property's adjusted tax basis if at the time of sale or disposition there is a variance in such value and adjusted tax basis. Except as may be otherwise provided in this Agreement, all items that are components of Profits and Losses shall be divided among the Members in the same ratio as they share Profits and Losses. (k) "Regulations" means the Income Tax Regulations issued by the United States Treasury Department, as the same may be amended from time to time. SECTION 2 -ALLOCATION OF PROFITS AND LOSSES. Profits and Losses of the Company shall be allocated in accordance with Sections 2.1 and 2.2. SECTION 2.1 -PROFITS AND LOSSES. • After accounting for the special allocations of Section 2.2, Profits and Losses shall be allocated among the Members as follows: (a) Profits. Profits shall be allocated in the following order and priority: (i) First, Profits shall be allocated 100% to the Members until the aggregate Profits allocated to the Members pursuant to this Section 2.1(a)(i) for such taxable year and all previous taxable years is equal to and offsets the aggregate Losses allocated to the Members pursuant to Section 2.1(b)(iv) hereof for all previous taxable years (and allocated among the Members pro rata in proportion to their shares of Losses being offset). {PSIV\K0523167.3} 11-3 (ii) Second, to the extent that Losses have been allocated pursuant to Sections 2.1(b)(iii) and/or 2.1(b)(ii): (A) Profits shall be allocated among the Members to offset the Losses allocated pursuant to Section 2.1(b)(iii) until the cumulative Profits allocated pursuant to this Clause (A) equal cumulative Losses allocated pursuant to Section . 2.1(b)(iii) for all periods (and allocated among the Members pro rata in proportion to their shares of Losses being offset); and then (B) Profits shall be allocated pursuant to this Section 2.1(a)(ii) to offset Losses allocated pursuant to Section 2.1(b)(ii), until the cumulative Profits allocated pursuant to this Clause (B) equal cumulative Losses allocated pursuant to Section 2.1(b)(ii) for all periods (and allocated among the Members pro rata in proportion to their shares of Losses being offset). (iii) The balance, if any, shall be allocated to the Members pro rata in proportion to their respective Profits Interests. (b) Losses. Losses shall be allocated in the following order and priority: (i) First, to the extent Profits have been allocated pursuant to Section 2.1(a)(iii) for any prior taxable year (but subject to the limitation described in Section 2.1(b)(ii) below), Losses shall be allocated first to offset any Profits allocated pursuant to Section 2.1(a)(iii), until the cumulative Losses allocated pursuant hereto equal cumulative Profits allocated pursuant to Section 2.1(a)(iii) (and allocated among the Members pro rata in proportion to their shares of Profits being offset). (ii) Second, Losses' shall be allocated among the Members pro rata in proportion to their respective Profits Interests; provided, however, that no Losses (or items thereof) shall be allocated to a Member under any provision of this Agreement to the extent that such allocation would result in or cause a further increase in such Member's Excess Capital Account Deficit(defined in this Tax Appendix)as of the end of the taxable year. In such event, such Losses (or portion thereof) shall be allocated among the Members pursuant to Sections 2.1(b)(iii) and (iv). (iii) Third, the Losses which are unable to be allocated to a Member under Sections 2.1(b)(i) or (ii) shall be allocated among the other Members (pro rata in proportion to their respective Profits Interests), except to the extent prohibited by Section 2.1(b)(i)and/or(ii). (iv) The balance, if any, shall be allocated 100% to the Members, pro rata in proportion to their respective Profits Interests. SECTION 2.2 - SPECIAL ALLOCATIONS. The following special allocations shall be made in the following order: (a) Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for any fiscal year or other period shall be specially allocated to the Member who bears the economic . risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1). {PSN\K0523167.3} 11-4 (b) Nonrecourse Deductions. Nonrecourse Deductions for any taxable year or other period shall be specially allocated among the Members pro rata in proportion to their ratio for sharing Profits or Losses for the taxable year. The "excess nonrecourse liabilities" (as defined in Regulations Section 1.752-3(a)) shall be allocated to the Members pro rata in proportion to their respective Profits Interests. (c) Minimum Gain Chargeback. Notwithstanding any other provision of the Company Agreement, or of this Section 2, if there is a net decrease in Company Minimum Gain during any Company taxable year, each Member shall be allocated items of Company income and gain for that year equal to that Member's share of the net decrease in Company Minimum Gain, as determined pursuant to Regulations Section 1.704-2(g)(2). Notwithstanding the foregoing, if the minimum gain chargeback would cause a distortion of the economic agreement of the Members as set forth in Article III of the Operating Agreement, and it is not expected that the Company will have sufficient other income to correct the distortion, the Managing Members shall be authorized to request the Internal Revenue Service for a waiver of the minimum gain chargeback requirement, as provided in Regulations Section 1.704-2(f)(4). This Section 2.2(c) is intended to comply with the minimum gain chargeback requirement in Regulations Section 1.704-2(f) and (g) and shall be interpreted consistently therewith. To the extent permitted by such Section of the Regulations and for purposes of this Section 2.2(c) only, each Member's Excess Capital Account Deficit shall be determined prior to any other allocations pursuant to this Section 2.2 with respect to such taxable year and without regard to any net decrease in Member Minimum Gain during such taxable year. (d) Member Minimum Gain Chargeback. Notwithstanding any other provision of this Agreement, or of this Section 2.2 except Section 2.2(c), if there is a net decrease in Member Minimum Gain attributable to a Member Nonrecourse Debt during any Company taxable year, each Person who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Member's share of the net decrease in Member Minimum Gain. The items to be so allocated shall be determined in accordance with Regulations Section 1.704-2(i)(4) and (f)(5). This Section 2.2(d) is intended to comply with the Member Minimum Gain chargeback requirement in such.Section of the Regulations and shall be interpreted consistently therewith. Solely for purposes of this Section 2.2(d), each Member's Excess Capital Account Deficit shall be determined prior to any other allocations pursuant to this Section 2.2 with respect to such taxable year, other than allocations pursuant to Section 2.2(c) hereof. (e) Qualified Income Offset. If any Member unexpectedly receives any adjustments, allocations, or distributions described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), 1.704- 1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Excess Capital Account Deficits created by such adjustments, allocations, or distributions as quickly as possible, provided that an allocation pursuant to this Section 2.2(e) shall be made only if and to the extent that a Member would have Excess Capital Account Deficit after all other allocations provided for in Sections 2.1(a) and (b) of this Tax Appendix have been tentatively made as if this Section 2.2(e) were not in this Tax Appendix. {PSN\K0523167.3} II-5 (f) Gross Income Allocation. If any Member has a deficit Capital Account at the end of any Company taxable year which is in excess of the sum of(i) the amount such Member is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 2.2(f) shall be made only if and to the extent that such Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Section 2.2 have been made as if this Section 2.2(f) and Section 2.2(e)hereof were not in this Tax Appendix. (g) Code Section 754 Adjustments. To the extent.an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to the Regulations to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations. SECTION 3 - CURATIVE ALLOCATIONS. The allocations set forth in Section 2.2 of this Tax Appendix (the "Regulatory Allocations") are intended to comply with certain requirements of the Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss, or deduction pursuant to this Section 3. Therefore, notwithstanding Section 2 . of this Tax Appendix, (other than the Regulatory Allocations), the Managing Members shall make such offsetting special allocations in whatever manner they determine appropriate so that, after such offsetting allocations are made, each Member's Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to Section 2.1 of this Tax Appendix. In exercising their discretion under this Section 3, the Managing Members shall take into account future Regulatory Allocations under Section 2. SECTION 4- SPECIAL RULES. (a) Restatement of Book Value. In accordance with Regulation Section 1.704- 1(b)(2)(iv)(f), the Managing Members may, upon the occurrence of the events specified in such Section of the Regulations, revalue the Company's property and assets (including intangible assets such as goodwill) as well as the Members' Capital Accounts. (b) Prorations. For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses and any such other items shall be determined on a daily, monthly, interim closing of the books, or other basis, as determined by the Managing Members using any permissible method under Code Section 706 and the Regulations thereunder. {PSN\K0523167.3} II-6 (c) Allocations Among Classes. Except as otherwise provided in this Agreement, all Profits and Losses allocated to the Members as a group, or among a class of Members as a group, shall be allocated among them in proportion to their respective Profits Interests. SECTION 5 -TAX ALLOCATIONS: CODE SECTION 704(C). (a) In General. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Book Value (computed in accordance with Section 1(a) of this Tax Appendix). (b) Devaluation. If the Book Value of any Company asset is adjusted pursuant to Section 1(a) of this Tax Appendix, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c) and the Regulations thereunder. (c) Elections. Any elections or other decisions relating to allocations pursuant to Code Section 704(c) shall be made by the Managing Members in their sole and absolute discretion provided such elections and decisions conform to the Regulations. Allocations pursuant to this Section 5 are solely for purposes of federal, state, and local taxes and shall not affect, or in any way be taken into account in computing, any Member's Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement. SECTION 6 -TAX ELECTION. In the event of a transfer of all or part of an Interest of a Member, or upon the distribution of cash or other property to a Member, the Company may, but shall not be obligated to, elect pursuant to Section 754 of the Internal Revenue Code to adjust the basis of the Company's assets. The determination to make such election shall be within the absolute discretion of the Managing Members, and the Managing Members may, in their discretion, require one or more Persons likely to benefit from such election to pay the additional accounting and other expenses associated with making such election. {PSN\K0523167.3} 11-7 October 29, 2019 Property Owner PO BOX 3015 BELLEVUE WA 98009 Re: Duvall Avenue NE Tax Parcel Number:5169700092 Property Address:4637 NE Sunset Blvd, Renton,WA Dear Property Owner: The City of Renton has been developing the Duvall Avenue NE Project.The project consists of a roadway improvement project that will improve traffic and public safety along Duvall Avenue NE,a four-lane, high volume arterial. The project will repave the road, install center medians with landscaping, and complete the existing patchwork of curbs/gutters/sidewalks for a consistent streetscape. The majority of the new improvements will be constructed within the existing City right-of-way but for a small number of properties the City of Renton will require additional property and/or temporary easements to construct the new improvements.We have determined it will be necessary to acquire a small portion of your property and/or temporary construction easement for this project. In that regard,the City would like to introduce you to those firms that are working with the City on the project. The firm providing the overall engineering design is Parametrix.Additionally, RES Group Northwest,an independent real estate consultant to the City will be reaching out to you to discuss the acquisition. The City of Renton is committed to working closely with you to fully understand your concerns and provide the appropriate assistance. A representative from RES Group Northwest will be contacting you in the next few weeks to set up appointments to meet with you and to provide you with an opportunity to discuss specific information regarding the project impact to your property. If you have any questions before that time,or if you anticipate that we would have any problem contacting you, please call Sonja Davis, RES Group Northwest at(425)577-2184,or me at City of Renton at(425)430-7303. Sincerely, Flora Lee, PE, PTOE Transportation Design Project Manager 40 Group Northwest Diary of Right of Way Activities ® Acquisition ❑ Relocation Assistance ❑ Property Management R/W No.: 16 Phone No.: Owner: 425-269-0336 Kaba Investments LLC Wei-Ting Hsiao (V) Tax Parcel No.: Other: Business: 516970-0092 Kabainvestments@outlook.com Location of Subject: 4637 NE Sunset Blvd, Renton Mailing Address of Subject: 9424 Vineyard Crest, Bellevue, WA 98004 Date Activities 11/9/19 Parcel assigned to Sonja Davis, Senior Acquisition Agent, RES Group NW 3/20/20 Offer packet approved by the City. Located a contact phone number & mailing address from the SOS site on their corporation documents. Left a voicemail requesting a call back. 3/26/20 Mailed a request for contact letter mailed to owner's residence in Bellevue. 4/7/20 Mailed the City's offer packet via Certified Mail with return receipt 4/9/20 Phone message left by Jimmy Woo stating that they have received a request for a contact letter. 4/10/20 Call back and spoke with Wei-Ting (V), who confirmed that she was the owner of the subject property. She confirmed receiving the request for a contact letter. After a brief introduction I describe the project in general as a street pavement preservation project, this repaving project will add a bike lane, install new sidewalks and will be relocating or doing some upgrades to existing utilities. I explained to her that the project will require approximately 5feet of Permanent Utility Easement and 5 feet of Temporary Construction Easement (TCE), which is to provide additional work area for the City's contractors. She commented that the area fronting the Duvall Ave is narrow and is mostly drive through for Starbucks (tenant). She raised concerns that the project will impact Starbuck's drive through operation, currently due to Covid19, the business is only doing operating the drive through. I told her that question of possible impact to the drive through was raised during the valuation process and the City's design engineer had confirmed that the drive through will not be impacted. I told her that I had just mailed the City's offer packet via Certified mail which should arrive today or tomorrow. I told her that I can also email it to her if she would like. She confirmed that she had not received the packet yet and requested that I email her the documents. She said she will review the documents and call to me back nest week to discuss further. The City's offer packet sent via email. 4/13/20 Received signed Certified return receipt that owner had received the City's offer packet. 4/14/20 Phone and email correspondence with the owner. The owner stated that she went through the documents and its exhibits, she stated that she did not think that there was enough room for both 5 feet of Utility Easement and additional 5 feet of TCE without going into the Starbuck's drive through. I emailed her the construction plan sheet containing construction schedule on her property so we can discuss it while looking at the plan sheet. In viewing the plan sheet, clearly the TCE lines extends into the drive- through. I reassured her that throughout this project the engineers just projected additional 5 feet of TCE regardless or necessity and will most likely not encroach. Looking at the construction plan sheet, only utility activity within the permanent easement area is to relocate a streetlight and an installation of Filterra system. I explained that a Filterra is at grade biofiltration to filter the street water before entering the stormwater system. I suggested that I request that the acquisition area be staked so we can get an accurate picture of how close we are getting to the drive through. The owner agreed that we could meet at the property after staking has taken place to discuss the impacts further. I will notify her after staking has occurred. In the interim she will do her due diligence and perform a market research on the valuation of the offer. 4/27/20 Email from the owner following up on the progress of having the acquisition area staked. Response back to owner confirming that the staking has taken place last week, but I had requested some clarification of the markings at site. Meanwhile, I encourage her to go out to the site and look at the staking. 4/28/20 Email and phone correspondences to coordinate a conference call. Conference call with owner and her business partner, Jimmy Woo, they said they were out on the property and commented the staking was very confusing. I confirmed the findings that in certain areas like near the driveway curb, both stakes for permanent easement and temporary easements are right next to each other. We concluded that the TCE staking is to go 5 feet into the drive through but because the staking will interfere with current usage the surveyor placed it next to the curve. I provided assurance that I spoke with the project engineer and they confirmed that the project will not encroach into the drive-through of the Starbucks. I explained that throughout the project the design engineer used a 5ft of TCE on every property to make sure there are no encroachment issues during the construction. Additionally, they were concern that construction activity will make the drive through unsafe. Lastly, she stated that in her market research she agrees with the per square foot value by the City but the 50%for the permanent easement value is too low and should be at 75% of value. I explained that since TCE compensation is still being offered regardless of whether the project is utilizing it, thus the difference of opinion of the permanent easement value is a wash. Also, I told her that I will get a memo from the City in writing stating that the proposed project will not encroach or hinder the business operation of the Starbuck's drive-through. For the project to provide separation to the drive through by installing construction fence between the construction area to the Starbuck's drive-through. They agreed that having a signed commitment memo from the City providing assurance would put their mind at ease. They stated that the Starbucks is a good tenant for them and would like nothing to hinder that relationship. Wei (V) brought up question regarding the existing landscaping within the permanent easement area. She said there is a large azalea bush right at the corner where the drive through bends, she would like the project to preserve that if possible. The meeting adjourned and I told her that I will summarize our conversation/agreement in an email back to her for her to reply her confirmation. I will coordinate with the City on their concurrence. 4/29/20 Emailed the owner the following: V and Jimmy, Per our conversation I will communicate to the City that you would like received written assurance from the City stating the following: • that they ensure during construction the continued vehicular operation or drive-through operation of the business/tenant. • Install a construction fence to delineate construction activity away from the drive- through area. • Save and protect the azalea shrub near the drive-through within the TCE area. Along with this you are agreeable to the valuation of the offer by the City. Please let me know if I left any additional item. Email reply from the owner Hi Sonja, For the last item you listed, I thought it may be easier to do the following wording instead of calling out just 1 shrub. • In TCE, no landscape plants would be disturbed. If TCE plantation area needs to be disturbed, City of Renton agree to plant the equivalent plantation in the end of the construction. In addition, we'd like to get the landscape plan as you mentioned earlier for us to review (no need in the written assurance). We'd like to have your help to ensure give us the consistency landscape style and looking good. 5/5/20 Email from the owner requesting status. Email reply stating that the City is reviewing the memo format with the City's attorney and that I will get back to her as soon as I hear back. 5/18/20 Emailed City's assurance letter stating that the following, "No closures are allowed at the Starbucks drive -through lane at any time throughout the duration of Construction. Also, the project contract document will call for high visibility fencing to be installed along the east side and outside of the Starbucks drive-through to create separation from the construction areas. " I also informed her that the City's engineering will be sending me a draft planting sheet and they informed me that according to the plan, the project calls us for the protection of all trees and shrubs on their property. In fact, they are schedule to add a dogwood tree near the Filterra installation. Follow up phone call with owner, I went over the City's letter and discussed with her the details of the planting schedule with her. I told her that I will be emailing her a seller disclosure form her to fill out and get back to me for the escrow. I suggested a signing meeting for the following week and for her to take look her calendar and get back to me on a date and a time. 5/22/20 Forwarded the email from Chicago Title and Escrow with seller disclosure form for her to fill out. 5/26/20 Email correspondence to set up a signing meeting. Meeting set for 5/27 at LOAM at her residence in Bellevue. Separate email sent requesting a copy of the LLC's operating agreement for signing authority. Email received with a copy of Kaba Investments, LLC. 5/27/20 A signing meeting with owner at her residence in Bellevue. We met in her front yard to observe the social distancing rules with necessary PPE. The owner executed the Permanent Easement, Temporary Construction Easement, Purchase and Sale, Real Estate Excise Tax Affidavit, W-9, Vendor setup form, and the Real Property Voucher. I explain that all the documents will be transmitted to the City for counter signing and then to the Chicago Title and Escrow. She will be contacted by a closing agent soon after. The meeting adjourned. 5/29/20 This file is consider complete,transmitting to the City. I hereby certify that the written instruments secured and forwarded herewith embody all the considerations agreed upon between me and the property owner; agreement on said instruments was reached without coercion,promises other than those shown in the instruments, or threats of any kind whatsoever by or to either party; I understand that the parcels are to be secured for use in connection with a Federal aid highway project; I have no direct or indirect present or contemplated future personal interest in the parcels or in any benefit from the acquisition of such property. \--)Th_____ 50706 Sonja is Date Sonja Davis From: V Hsiao <Kabalnvestments@outlook.com> Sent: Tuesday, May 26, 2020 8:06 PM To: Sonja Davis Subject: Re: Seller Opening Disclosures - 201634-SC -4601 NE Sunset Blvd Renton,WA 98059 City of Renton I Kaba Investments, LLC Attachments: Operating Agreement KABA Investments LLC.pdf Here you go! From:Sonja Davis<Sonja@resgnw.com> Sent:Tuesday, May 26, 2020 3:25 PM To:V Hsiao<Kabalnvestments@outlook.com> Subject: FW:Seller Opening Disclosures-201634-SC-4601 NE Sunset Blvd Renton,WA 98059 I City of Renton I Kaba Investments, LLC V, One more thing will you email a copy of your LLC operating agreement, I need this to verify signing authority for the title company. Thank you, Sonja Davis 425-577-2184 From:Sonja Davis Sent:Tuesday, May 26,2020 9:40 AM To:V Hsiao<Kabalnvestments@outlook.com> Subject: RE:Seller Opening Disclosures-201634-SC-4601 NE Sunset Blvd Renton,WA 98059 I City of Renton I Kaba Investments, LLC I will be there at 9424 Vineyard Crest, Bellevue,Wednesday at 10AM. Thank you, - Sonja Davis 425-577-2184 From:V Hsiao<Kabalnvestments@outlook.com> Sent:Tuesday, May 26,2020 9:34 AM To:Sonja Davis<Sonia@resgnw.com> Subject: Re:Seller Opening Disclosures-201634-SC-4601 NE Sunset Blvd Renton,WA 98059 I City of Renton I Kaba Investments, LLC Would you able to come by Bellevue?We can do contract in my front yard? How about around 10am? i From:Sonja Davis<Sonia@resgnw.com> Sent:Tuesday, May 26, 2020 8:59 AM To:V Hsiao<Kabalnvestments@outlook.com> Subject: RE:Seller Opening Disclosures-201634-SC-4601 NE Sunset Blvd Renton,WA 98059 I City of Renton I Kaba Investments, LLC Yes, let me know the best time and place for you. I don't have anything on the calendar tomorrow. Thank you, Sonja Davis 425-577-2184 From:V Hsiao<Kabalnvestments@outlook.com> Sent: Monday, May 25, 2020 9:23 PM To:Sonja Davis<Sonia@resgnw.com> Subject: Re: Seller Opening Disclosures-201634-SC-4601 NE Sunset Blvd Renton,WA 98059 I City of Renton I Kaba Investments, LLC Sonja, Shall we sign the contract first?And attached the City's memo into the contract? I recalled that you said you will meet me in the coming week for signing. We are talking about signing the contract, right? thanks, -V From:Sonja Davis<Sonia@resgnw.com> Sent: Friday, May 22, 2020 3:33 PM To:V Hsiao<Kabalnvestments@outlook.com> Subject: FW:Seller Opening Disclosures-201634-SC-4601 NE Sunset Blvd Renton,WA 98059 I City of Renton I Kaba Investments, LLC V, Will you please fill out the attached disclosure statement. Thank you, Sonja Davis 2 Sonja Davis From: Sonja Davis Sent: Friday, May 22, 2020 3:34 PM To: V Hsiao Subject: FW: Seller Opening Disclosures - 201634-SC -4601 NE Sunset Blvd Renton, WA 98059 City of Renton I Kaba Investments, LLC Attachments: Seller Opening Disclosures.pdf; General Notice (COVID-19).pdf V, Will you please fill out the attached disclosure statement. Thank you, Sonja Davis 425-577-2184 From:Jami.Shimada@ctt.com<Jami.Shimada@ctt.com> Sent:Wednesday, May 13, 2020 9:38 AM To:Sonja Davis<Sonja@resgnw.com> Cc:Adams, Paula <paula.adams@ctt.com> Subject:Seller Opening Disclosures-201634-SC-4601 NE Sunset Blvd Renton, WA 98059 I City of Renton I Kaba Investments, LLC Please click on the attachment(s) above to access your documents. Good morning Sonja, We are pleased to have this transaction placed in escrow with us.The attached opening disclosures are for Wei-Ting Hsiao to review and complete.Would you please assist in getting the documents completed and returned to us or provide contact information so we may forward this on to the seller? As stated in the opening letter, we please request the following: • Completed Questionnaire • Completed Owner's Affidavit- If the seller does not have access to a notary, please still sign and return. We will have them re-sign at closing and notarize their signature. • Copies of entity documents for Kaba Investments, LLC: Operating agreement,Articles of Organization, and signing authority. Please let us know if you have questions,and thank you for your assistance! 1 Jami Shimada Escrow Assistant to Paula Adams Chicago Title Company 10500 NE 8th Street, Suite 600 Bellevue, WA 98004 (425)456-3861 Direct (866) 275-5010 Fax Jami.Shimada@ctt.com www.seattlencs.ctic.com C H::C[:`A :i() TIME NATIONAL CO MMERC AL SER ICES Privileged &Confidential From: Jami Shimada -Chicago Title Company of Washington Jami.Shimada@ctt.corn 425-456-3861 NOTICE:The information contained in this message is proprietary and/or confidential and may be privileged. If you are not the intended recipient of this communication,you are hereby notified to: (i) delete the message and all copies; (ii) do not disclose, distribute or use the message in any manner; and (iii) notify the sender immediately. 2 Sonja Davis From: Sonja Davis Sent: Thursday, May 21, 2020 9:31 AM To: V Hsiao Subject: FW: City of Renton_Duvall Ave NE_ 16 Kaba Attachments: 16_Kaba-letter-Starbucks.pdf; Kaba Planting schedule.pdf V, Attached is the City's draft planting plan, please click the yellow sticky note for my comments. I will follow up with a phone call. I would like to discuss getting the documents executed so we can forward it onto escrow. Thank you, Sonja Davis 425-577-2184 From:Sonja Davis Sent: Monday, May 18, 2020 4:37 PM To: 'V Hsiao'<Kabalnvestments@outlook.com> Subject: City of Renton_Duvall Ave NE_16 Kaba V, Please find attached assurance letter from the City of Renton regarding the Starbuck's drive through. Also, I just confirmed with the engineer that they will send me the draft planting sheet and according to the plan,they call out for the protection of all trees and shrubs on your property. In fact,they are schedule to add a dogwood tree near the Filterra filtration. I will send them along as soon as I get them. Please review and let me know if you have any questions. Best Regards, Sonja Davis, R/W-RAC D:425-577-2184 Email:4110Group Northwest 1 Armondo Pavone Mayor Public Works Department May 15, 2020 Kaba Investments, LLC Attn: Wei-Ting Hsiao 9424 Vineyard Crest Bellevue, WA 98004 RE: Project Name: Duvall Avenue NE Tax Parcel No: 516970-0092 Dear Mr. Hsiao, The letter is intended to address your concerns regarding the operations of the Starbucks drive- through at 4637 NE Sunset Blvd, Renton, during the construction of the Duvall Avenue NE project. First and foremost, the Starbucks drive-through is outside the construction area. Prior to construction, the City's contractor will enter into an agreement with the City to do work and furnish all tools, materials, and equipment in accordance with and as described in the Contract Documents for the Duvall Avenue NE project. Per Section 1-07.23 of that contract, Public Convenience and Safety: "Lane closures are not allowed on any of the following: 1. No closures are allowed at the Starbucks drive-through lane at any time throughout the duration of Construction." The project plans, which are part of the Contract Documents, also call for high visibility fencing to be installed along the east side and outside of the Starbucks drive-through to create a separation from the construction areas.The City's contractor will install the high visibility fence as site preparation prior to working in this area. I hope that this letter addresses your concerns regarding the construction process. Please feel free to direct any further questions you may have to the City's representative from RES Group Northwest, Sonja Davis at (425) 577-2184. 1055 South Grady Way,Renton,WA 98057 • rentonwa.gov Kaba Investments, LLC Page 2 of 2 May 15, 2020 We look forward to working with you to promptly complete this project. Sincerely, Transportation Systems Division L./et:I; Jim Seitz Director 1055 South Grady Way,Renton,WA 98057 • rentonwa.gov LEGEND: f EXISTING TREES TO REMAIN ei.' F. '\ in FILTERMSYSTEM ^ r^1 I F.SD SME ) r"+�°m.r' RE ETS �= PLANT LEGEND: —J_ '•, .- —_ LITTLE-LEAF LINDEN F- 'VANESSA'PARROTIA w 925+00 926+00 927+00 924+0� I— — — —� — — — 9 L.00 —1 I DUVALL AVENUE NE AMERICAN HOPHORNBEAM p I — p En STAR MAGNDUA N /` CII .1 — I _ _ 0VARIEGATED MAIDEN GRASS 1 �>,°i —T�P� g PLAN I©� — j///���7 f`-i rrr^^^���---------` tY——. +O ABBOTSWDODPOTENTILLA S / SCALE IN FEET 00//11 �� ( '�' ITS .4E ® STELLA D'ORO DAVLILY 0 20 40 2 0 KELSEY REOTWIG DOGWOOD F:.:.:::.:.I MEDITERRANEAN HEATH 1 I `\ ._ _ _: MT.VERNON LAUREL \ I,:,:,:,:,:,I SYNTHETIC TURF \\ _••_••� DEPTH APPROVEDTOP ! DEPTH APPROVED TOPSOIL \\ - ---------_ I ., u ... i .s-:�4�S:.•:.va Ya.}�:'L:" ,,— NOTES: -�� __ iiii 1. ALL WORK SHALL BE PERFORMED TO tl'�•--. ............................................u............................................ -- ___- THE SATISFACTION OF THE OWNER'S REPRESENTATIVE/OWNER. cc "=-_-_- 2. NO PLANT MATERIAL -._.——___ SUBSTITUTIONS SHALL BE -- — PERMITTED WITHOUT PRIOR ---- — -_-- APPROVAL SEE SHEET LSE,FOR PLANT SCHEDULE,DETAILS,& • fD. GENERAL NOTES. 3. LANDSCAPE BEDS SHALL RECEIVE 12° DEPTH TOPSOIL ALL HYDROSEED AREAS(PROPOSED AND INCIDENTAL) SHALL RECEIVE 2°DEPTH TOPSOIL 4. HYDROSEED SHALL BE SMOOTH DUVALL AVENUE NE BLENDED INTO ADJACENT EXISTING LANDSCAPE 51.00 52+00 SCHEDULE C PLAN Q� SCALE IN FEET /J 0 10 20 11 D.{ SURVEYED: �•.=.°?p CITY OF RENTON DUVALL AVE NE DRAWING NO. LS4 — — `F"33 DRAWN BY: DM) — 'i pV�(� � DUBDC WOKS DEPARTMENT PRONE/NO 2141IIyN$ �v- DESIGN BY: m TRANSPORTATON OIvi9I0x TL' CHEO,BY: Parametrix 100%REVIEW SUBMITTAL PLANTING PLAN EEO AIDNO. 7. Nv' NOT FOR CONSTRUCTION .�YID2a 0(1 .)I: RE.... SES NOT FOR CONSTRUCTION STA 923+00 TO END AND BEGIN TO STA 52+60 SHEETNo Of NUMBER REVAIDNDTSCAIPTION BY ADD. DATE FILE.PU2141T)9045 ES Avg :.2-m-mar'''" BE. DATE SHEET 4OF9 -4 Sonja Davis From: Sonja Davis Sent: Tuesday, May 5, 2020 11:07 AM To: V Hsiao Subject: RE: City of Renton_Duavall Ave NE project V, Confirming that I received you email and the City is now reviewing the construction memo format with the City attorney. I will get back to you before the end of the week. Thank you, Sonja Davis 425-577-2184 ;From:V Hsiao<Kabalnvestments@outlook.com> Sent:Tuesday, May 5,2020 10:36 AM To:Sonja Davis<Sonja@resgnw.com> Subject: Fw:City of Renton_Duavall Ave NE project 1Hi Sonja, I haven't heard back from you.Just want to make sure that you received the e-mail last week. Regards, -V From:V Hsiao<Kabalnvestments@outlook.com> Sent:Wednesday,April 29,2020 8:35 PM To:Sonja Davis<Sonia@resgnw.com> Subject: Re: City of Renton_Duavall Ave NE project Hi Sonja, For the last item you listed, I thought it may be easier to do the following wording instead of calling out just 1 shrub? • In TCE, no landscape plants would be disturbed. If TCE plantation area needs to be disturbed, City of Renton agree to plant the equivalent plantation in the end of the construction. In addition, we'd like to get the landscape plan as you mentioned earlier for us to review (no need in the written assurance). We'd like to have your help to ensure give us the consistency landscape style and looking good. 1 Regards, V Managing Member KABA Investments LLC From:Sonja Davis<Sonia@resgnw.com> Sent:Wednesday,April 29, 2020 10:00 AM To:V Hsiao<Kabalnvestments@outlook.com> Subject:City of Renton_Duavall Ave NE project V and Jimmy, Per our conversation I will communicate to the City that you would like received written assurance from the City stating the following: • that they ensure during construction the continued vehicular operation or drive-through operation of the business/tenant. • Install a construction fence to delineate construction activity away from the drive-through area. • Save and protect the azalea shrub near the drive-through within the TCE area. Along with this you are agreeable to the valuation of the offer by the City. Please let me know if I left any additional item. Best Regards, Sonja Davis, R/W-RAC D:425-577-2184 Email:sonia@resgnw.com ,Group Northwest 2 Sonja Davis From: Sonja Davis Sent: Tuesday,April 28, 2020 1:16 PM To: V Hsiao Subject: RE: construction sheet Yes, I will be available for call this afternoon at 4PM Thank you, Sonja Davis 425-577-2184 From:V Hsiao<Kabalnvestments@outlook.com> Sent:Tuesday,April 28, 2020 12:51 PM To:Sonja Davis<Sonja@resgnw.com> Subject: Re: construction sheet Hi Sonja, We've been out there yesterday evevning. Can we talk today after 4pm? Or tomorrow 8:30am-9:15am (quite busy tomorrow). Or Thursday morning? thanks, -V From:Sonja Davis<Sonia@resgnw.cclm> Sent: Monday,April 27, 2020 11:4 AM 'To:V Hsiao<Kabalnvestments@ utlook.com> Subject: RE:construction shee V, The ROW area has been taked but I am waiting for a call from the surveyor to make some clarifications on the marking. Feel free to : out take a look and we can talk later this afternoon. Thank you, Sonja Davis 425-577-2184 From:V Hsiao< abalnvestments • outlook.com> Sent: Monday, A pril 27, 2020 10:50 AM I. Sonja Davis From: Sonja Davis (Sent: Monday,April 27, 2020 11:40 AM To: V Hsiao Subject: RE: construction sheet IV The ROW area has been staked but I am waiting for a call from the surveyor to make some clarifications on the marking. Feel free to go out take a look and we can talk later this afternoon. Thank you, Sonja Davis 425-577-2184 From:V Hsiao<Kabalnvestments@outlook.com> (Sent: Monday,April 27, 2020 10:50 AM To:Sonja Davis<Sonja@resgnw.com> Subject: Re: construction sheet Hi Sonja, It's been almost 2 weeks since we last talked. I'd like to follow up on the progress of the clear easement line in our property. Has the surveyor come out yet? (Also, I see that there's a target deadline for our communication. Could you please help us to understand this part? thanks, -V Managing Member KABA Investments LLC From:Sonja Davis<Soniapresgnw.com> Sent:Tuesday,April 14,2020 4:17 PM To: kabainvestments@outlook.com<kabainvestments@outlook.com> Subject:construction sheet Best Regards, Sonja Davis, R/W-RAC D:425-577-2184 Email:sonia@resgnw.com 1 Sonja Davis From: Sonja Davis Sent: Tuesday, April 14, 2020 4:18 PM To: kabainvestments@outlook.com Subject: construction sheet Attachments: kaba investments.pdf Best Regards, Sonja Davis, R/W-RAC D:425-577-2184 Email:sonja@resgnw.com 40,Group Northwest 1 LEGEND: STA 923+fi6, - ——-RIGHT-OF-WAY STA 923+36, f.�129 LF OF 58.5LT — —TEMPORARY CONSTRURION EASEMENT SBS'LT 12'PIPE BEGIN II STA 926.61, r I 11 BEGIN S0.0LT II F- F`E SAWC NCE PE E ,-STA 923+66, BEGIN I SILT FENCE PER COR STD PLAN 214.00 — 33.6'LT STA 92H63, X. X)(X REMOVE UTILRY STA 33.3LT T END 11 STA 926+27, I 33.8'LT 11 I1 ENO 50.0'LT 11 END ABANDON STORM SEW ER PIPE BY �L Q 1 BEGIN /•///•/•/• O _ _ © 267 LF OF 0 ® I FILU NG PIPE WITH CDF 333��� \ STA 92fi+30. , =2'PIPE \ F O CATCH BASIN INS T PER COR 33.2'LT 10 7 L W - _:`,;,�,41. 1, '.•z.�+ `\ . +'.\\�: \ END 11 'I �i 121E STA927+59. STD PLAN 216.30ER r 1 _ _ r> 33.0'LT .1" ►- ♦♦fir�44���iEio��1 ��:� ��..-ii1 - -*'"- 'S 77—:-- --- ��-� �: •E :.*A�t; }. LF END A GUTTER CCURB/ W � _ . ` • aPT. � �� � . �47 CURB VNDEMEN7 CON UI ,:: ;t:,,1,36� g•If;fi.t.A•ZZ:Xgt:!:���•Zut;t:t�.� ..T ' N7/VyW ABANDONS%DGRUBBING MAIN O I�•�. . ©��� /®tr xD��� g��i�������� �_.. �`� ����Y�������������REMOVE CEMEM CONCRETE } .-. SYA923e7760 230LT "r /�STA 924a60 .� , 'P'�'9� {Y f �P ���������'SIDEWALK ENT � 19 i]161T .. 18.0 LT 'r'' R .1 S'�I C�-.•.,.......w..� Ol 00 tl 'os,4"F = O 'V'���.•>T4. µ?.. c 4`� ¢, yGO ,� z7•'rt' ` ••' ��+++ + + �')ASPIIANGAND GRAB GRUBBING Q I 4 P'rt.5 925+00 �b 3PSC `t'xG ASPHALT PULVERIZATION FOR A '��', .x2+f52 ET .5 1J§211 4 R'' .P re;,; tr.P Q,." J�r•. .4",,kh 1.-''OAvf P,S-FT, .STA 926+82, 1' f 11 _. 2 • �'sF', Ba; c7i'an.,m �,-F...._. _ ,or..-,... 2D4LT ,may�a,� >„ �' tr - S ..F x 4 WIXh a�T '> . "F^v' 4 ye PAVEM NG ASPHAl7VCONC.T L.,�1 Afi•� 'k5 .. r� bT d?Tl b' ,idi `�' ��+ f(s b./. y. 9 DUVAL� ����� ".k)`�•r1.Y^i •k ty.4U. f .� 928v I• PLANING BITUMINOUS «,...tI m�aem "L+�, '�-+>t 7,'"P.a nR .4 4 Wad aP m .* 0e d 1 :g. _µ PAVEMENT a :t sx+>f• .� r$ ,ET ":�r .`E{:a:.,� .,`.,'4,.,^'�is.�`,.`y"}-�. R' �' a Mara 14.4t r; r4z Y ;�i7 ~fasct _ `. 4;T III � ° r, zx '�a *•5. }�.'e'�`n� a�i `.� I GENERAL NOTES: i __`---- ---c '-' f l `` _�.s• + 1 SEE SHEEP LAI FOR GENERAL EROSION CONTROL NOTES. o Err. _ `�. 6 a SCHEDULEA ) 1 1 ��"�O^T�-� 231. SEE CH PLANS FOR SIGN REMOVAL/RELOCATION. � !t _ i, �_��� 3 THEASPNALT/CONCRETE DEMOLRION LIMITS AREAPPRO%IMATE. ,wT _• ' '_ ^-� `�' EL BVTCONTRARORANDOTV CONSTRURION OBSERDI<�THE SCHEDULEA PLAN END STA927+59 ® \ "E 4 CONTRARORSHALLBERESPONSIBLEFORCOORDINATIONOF SCALE IN FEET FIELDMARKINGPRIORTOD TnE.NARIVITIES. 0®0 STA 92]+59, 4• CONTRACTOR SHALL NEATLY CUT AND C4P IXISTING IRRIGATION 32.1'RT SYSTEM PIPING ENCOUNTERED WITHINTHE UMRSINDICATED FOR I REMOVAL AND CLEARING AND GRUBBING. 5000 SLIT fENCESNALL BE 0.5'INSIDETHE UMRS OF ROW ORTCE. DEMOLITION NOTES: c REMOVE TREE S REMOVE BLOCK WALL Y � REMOVE BOARD FENCE //04��ABANDON STORM SEWER PIPE BY HLUNG PIPE WITH COP r1 L 5)REMOVE WOOD POST. 0 6 REMOVE EXISTING EWLIN POLE(BR OTHERS), 5 O7 REMOVE BOLLARD POST a 0 REMOVE DRAINAGE STRUCTURE. $ 0 PROTECT EXISTING UTILTLY POLE. 0 REMOVE STORM SEWER PIPE/CULVERT OR WATER PIPE. e 11 REMOVE CURB/CURBAND GUTTER. e 12 RESET HYDRANT.SEE RO PLANS. 13 PRESERVE AND PROTECT TREEIS). Q ci ,0REMOVECHANNEUZATION. © RELOCATE EXISTING TELEPHONE LINE AS NEEDED,BY OTHERS. - E RELOCATE EXISTING TELEPHONE VAULT,BY OTHERS. CI 17 EQUp ENT REMOVAL AND RE LOCATIONnON AND SIGNAL 18 REMOVE EXISTING FIRE HYDRANT. E19 PLUG EXISTING WATER MAIN. ENRVEYEO. 5P5 p�� CITY OF RENTON DUVALLAVE NE gawwcNo. n quwN ar: q0 o DEWNgY. [M FTR.OMWOMB DEPARTMENT PROIECFrID. JfotTJo'nc S0 ParametriX 100%REVIEW SUBMITTAL OH gV50N FED NO N0. i l`�S °' q"` "Mc rror wgconsrqurnory SITE PREPARATION A- Pgol N�q: c NOT FOR CONSTRUCTION STA 923f00 TO END,INCL SCHEDULE C q'TE' NUM3ER REV610N OEXRIPDON BI APP. g1TE ��~ TEA FU214i779XEASP4*g ��...osm+ DATE:- SHEETS OFS SREET NO.S�OF� Sonja Davis From: Sonja Davis Sent: Friday, April 10, 2020 12:48 PM To: kabainvestments@outlook.com Subject: FW: City of Renton_Duvall Ave NE_16_Kaba Investment Attachments: 16_Kaba_Offer Letter2020-03-20 (rev) signed.pdf; 16_ Kaba- Real EstatePS2020-03-19.pdf; 16_Kaba -Voucher2020-03-19.pdf; 16 _Kaba_ROWeasement2020-03-19.pdf; 1 6_Kaba-TCE2020-03-1 9.pdf;Vendor Setup Form.pdf;fw9.pdf; 16_AOS Kaba.pdf Wei, I was pleasure speaking with you, per our conversation please find following offer documents being attached. 1. City's offer letter 2. AOS packet(valuation) 3. Purchase and Sale Agreement 4. ROW Easement 5. Temporary Construction Easement 6. Real property Voucher 7. W-9 8. Vendor setup form. Please confirm receipt of this email by replying back. You do not have to pick up the missed certified packet of the offer at the post office if choose not to. I will await to discussed the offer more in detail after your review. Best Regards, Sonja Davis, R/W-RAC D:425-577-2184 Email:sonja@resenw.com Group Northwest 1 ADMINISTRATIVE OFFER SUMMARY- PARCEL 16 Project City of Renton-Duvall Avenue NE Plan Sheet: 11 of 73 Plan Approval Date: 6/19 Revision Date: N/A Federal Aid Number. N/A Tax ID No: 516970-0092 Owner. Kaba Investments Location: 4637 NE Sunset Boulevard,Renton,WA 98059 Before Area: 28,385 SF After Area: 28,385 SF Acquisition Area: Slope/ Fee: 0 SF Wall/Utility Easement: 309 SF (area) (type) (area) Current Use: Commercial/Retail Zoning: Commercial(CA) Highest and Best Use: Continued use of the existing improvements Effects of Acquisition: The subject consists of a retail pad site located at the southwest corner of Duvall Avenue NE and NE Sunset Blvd.The site is improved with a 2,796sf restaurant constructed in 1982,currently occupied by Starbucks.The proposed acquisition consists of a five-foot wall, slope and and utility easement along the south/easterly property boundary,a total of 309sf.In addition to the permanent easement an additional 5-foot strip adjacent to the permanent easement will be encumbered with a TCE to allow contractors access to the site while street improvements within the abutting Duvall Avenue NE right-of-way and for construction of a retaining for a period of 24 months,a total of 637sf.The area of acquisition is improved with trees and groundcover landscaping.It is our understanding the trees will not be removed and other landscaping will be replaced if disturbed.The acquisition area is immediately adjacent to a drive-thru;project engineers reported the drive-thru will not be impacted by either the permanent easement or TCE. Sales relied on: Sales 7-9 contained in data package dated: 7/17/19 Subject sold within the last 5 year: Yes If yes,is sale included in data package? N/A If no,explain why not ACQUISITION COMPENSATION Land in Fee: (unit value) Easement: Slope/ 309 Wall/Utility $60.00 50% $9,270.00 (area sf) (type) (unit value) (%) 637 TCE $60.00 16% $6,115.20 (unit value) (%) Improvements: sf sf (type) (square feet) (unit value) Damages: Total: $15,385.20 Worksheet Date: 7/17/19 Total(Rounded): $15,400.00 Prepared By: " C """ Date: 7/17/19 1 I have no present or prospective interest in the property that is the subject of this report and I have no personal interest or bias with respect to the parties involved. 2. My compensation is not contingent on an action or event resulting from this report. 3. I affirm that the valuation problem is uncomplicated. I concur in the value estimate herein. I authorize an Administrative Offer be made in said amount as Just Compensation. / J elf) ftYl /(i��d'N Date: li/ 4/le( (( 'this form is prepared in confj once with Federal and State policy and procedures,under the Uniform Relocation Act. It does not constitute an PFE PARCEL WORKSHEET - 16 Project: City of Renton- Duvall Avenue NE Corridor Improvements Owner: Kaba Investments Location: 4637 NE Sunset Boulevard, Renton,WA 98059 Before Area: 28,385 SF After Area: 28,385 SF Acquisition Areas: Slope/ Fee: 0 SF Wall/Utility Easement: 309 SF (area) (type) (area) Current Use: Commercial/Retail Zoning: Commercial(CA) Highest and Best Use: Continued use of the existing improvements Effects of Acquisition: The subject consists of a retail pad site located at the southwest corner of Duvall Avenue NE and NE Sunset Blvd.The site is improved with a 2,796sf restaurant constructed in 1982,currently occupied by Starbucks.The proposed acquisition consists of a five-foot wall, slope and and utility easement along the south/easterly property boundary,a total of 309sf.In addition to the permanent easement, an additional 5-foot strip adjacent to the permanent easement will be encumbered with a TCE to allow contractors access to the site while street improvements within the abutting Duvall Avenue NE right-of'iway and for construction of a retaining for a period of 24 months,a total of 637sf.The area of acquisition is improved with trees and groundcover landscaping.It is our understanding the trees will not be removed and other landscaping will be replaced if disturbed.The acquisition area is immediately adjacent to a drive-thru;project engineers reported the drive-thru will not be impacted)by either the permanent easement or TCE. Sales relied on: Sales 7-9 contained in data package dated: 7/17/19 Assessed Values: Land $667,000 $23.50 /sf Improvements: $714,900 Subject sold within the last 5 years Yes If yes, is sal'I included in data package? N/A ACQUISITION COMPENSATION Land in Fee: (area sf) (unit value) Easement: Slope/ 309 Wall/Utility $60.00 50% $9,270.00 (area SD (type) (unit value) (%) 637 TCE $60.00 16% $6,115.20 (area sf (type) (unit value) (%) Improvements: sf sf (type) (square feet) (unit value) sf /sf (type) (square feet) (unit value) Damages: Total (Rounded): $15,400.00 Map Sheet 11 of 73 Parcel: 16 Plan Approval Date: 6/19 Revision Date: N/A Worksheet Date: 7/17/19 RES-215 Rev 10-14 SUBJECT PARCEL 16 r1iT �f� it • • is , ,; ,, x * , N' ?�� t y ' } xtiC y 4`s r'} - 9, JAB;,w J ,: SfT i } i1 �� 1� _ii fu .'%- ?. • • i. A i1 r • , � � ,F , i �i(.441t 3 4' a ` .J � M q 'i _ ' � /o imam -------------- wl 41 Photo j • '_' :. _� /, �1�--*-' ;Y A.,If y � . `` IOC ; , } :. 'i:'li ,7,,.. .., r.• , .‘,40..,.z.f.,: r ' ‘,,,,..,,:i IL. ..ti,r,,,.. s,.'..r.c.'-I:,_. .1....' .. , . 1 .ir.:1.4.;,'"X"'..4'''t ' .--IS . ..Tf rnr ::i r eap. .] .r•i -t '• y ir lilt -fie,. -._ s•, r Aerial Photo/Map Market Data - Comparable Sale 7 (1)ADDRESS or LOCATION: 4502 NE 4th Street,Renton,WA 98059 (2)SALE SKETCH AND PHOTO ARE ON FOLLOWING PAGE (3) a. Access: Direct from NE 4th Street b. Use at Sale: Residential c. H&B Use: Commercial d. Zoning: CA e. Dimensions: Rectangular f. Site Area(sf): 24,095 g. Sale Date: 3/23/2018 h. Price: $400,000 i. Instrument Type: Warranty Deed j. Terms: Typical k. Ex.Tax#or AF#: E2920323 I. Seller: Yuhan Luo m. Buyer. 4th Creek Meadows n. Confirmed with: Forest Gu Phone#: 425-999-3008 o. Confirmed by: Greg Goodman p. Date Inspected: 7/17/19 (4)LEGAL DESCRIPTION or TAX PARCEL NUMBER: 102305-9068 (5)PHYSICAL CHARACTERISTICS(description at sale,confirmation information,changes since sale,etc.): a. The property is located on the northeast corner of the intersection between NE 4th Street and Bremerton Avenue NE. The site is rectangular in shape and generally level. At the time of the purchase,the property was improved with an older single-family residence that was considered to be of no contributory value. Subsequent to the purchase,the buyer has commenced planning for the redevelopment of the site with 24-unit apartment building. b. Confirmation Data and Comments: (6)ANALYSIS: ITEM Contribution Market Value Land: $400,000 $16.60 Building Improvements: $0 $0.00 Site Improvements: $0 $0.00 Other: $0 $0.00 TOTAL SALE PRICE,$/SF $400,000 $16.60 COMPARABLE SALE 7 r , F. 1 /`-f < s�3 r:: P h 0 t 0 4 t i'p '{' Yam',. y yam} IT :. �NA r il rc y1 J k�.4. y �. l, Y+ ry ;: ,,r ;44 �ylyfyj�'d •�p .,Y W,t�! -..'' ru ♦1�7'.Jly��1t�} h r 4 ,, I. �r y 111 .ca 1 Aerial Photo/Map Market Data - Comparable Sale 8 (1)ADDRESS or LOCATION: 254 Union Avenue NE,Renton,WA 98059 (2)SALE SKETCH AND PHOTO ARE ON FOLLOWING PAGE (3) a. Access: Direct from Union Avenue NE b. Use at Sale: Residential c. H&B Use: Commercial d. Zoning: CA e. Dimensions: Rectangular f. Site Area(sf): 73,694 g. Sale Date: 2/21/2018 h. Price: $1,550,000 i. Instrument Type: Warranty Deed j. Terms: Typical k. Ex.Tax#or AF#: E2915647 I. Seller: Four Seas Group m. Buyer: Wwx2 Limited LLC n. Confirmed with: Henry Ung Phone#: 206-941-3652 o. Confirmed by: Matthew Sloan p. Date Inspected: 7/17/19 (4)LEGAL DESCRIPTION or TAX PARCEL NUMBER: 518210-0011,-0012,-0014 (5)PHYSICAL CHARACTERISTICS(description at sale,confirmation information,changes since sale,etc.): a. The property is located on the east side of Union Avenue NE,south of Ne 4th Street. The property, which is comprised of three separate,but contiguous tax lots,is mostly rectangular to slightly irregular in shape and mostly level. At the time of the purchase,two of the tax lots were improved with older single-family residences and associated outbuildings. These structures were,however,considered to be of no contributory value. Subsequent to the purchase,the buyer has commenced planning work for the removal of the existing structures to make way for redevelopment of the site with a mixed-use. The rear portion of the site has slopes and may be impacted by a stream buffer,resulting in a net usable area of about 50,000sf,with equates to about$31/sf. b. Confirmation Data and Comments: (6)ANALYSIS: ITEM Contribution Market Value Land: $1,550,000 $21.03 Building Improvements: $0 $0.00 Site Improvements: $0 $0.00 Other: $0 $0.00 TOTAL SALE PRICE,$/SF $1,550,000 $21.03 COMPARABLE SALE 8 =t l' i"Rl: w a r:. i�N. -,fit[.. , ` t --------..,4 M I I" gki _,_. .,. r ~� :: II■ II I I liu FT--,.., _.. ___ _ . ___ . ,. . ._ , _ ,„. .._, .. ..„,,,,i., ,,. .,,,,„,, ,,..„ v, , ,„... .. .„-ii','•----',,,--''''--,f•'',-7 '•.-101,etrktwirTr" 4,,,,,*-7r. ,i- t;'' 'hn.1C - ' - ''' i ,F-37:,,I., ';-.' 1.1.11H ,-1,:i -i*,.1.4 .i 30 • lik., ,,:.=., , ', . 12, ,k- ' ,, i� 1. J lib74(.."Iii: '•f x 4 FN �� . - _ : am+ �y- .... ? .< �' '. 4Z;AS- ' -* ,to S1`y ''T ,, . l"a Aerial Photo/Map Market Data - Comparable Sale 9 (1)ADDRESS or LOCATION: 3123 Sunset Blvd NE,Renton,WA 98056 (2)SALE SKETCH AND PHOTO ARE ON FOLLOWING PAGE (3) a. Access: Direct from NE Sunset Blvd aand NE 12th Street b. Use at Sale: Car Wash c. H&B Use: Commercial/mixed-use d. Zoning: CV e. Dimensions: Irregular f. Site Area(sf): 17,059 g. Sale Date: 10/13/2017 h. Price: $940,000 i. Instrument Type: Warranty Deed j. Terms: Typical k. Ex.Tax#or AF#: E2895168 I. Seller John/Cheri Zavaglia m. Buyer. Kiddie Research LLC n. Confirmed with: Tom Graff Phone#: 206-441-7900 o. Confirmed by: Greg Goodman p. Date Inspected: 7/17/19 (4)LEGAL DESCRIPTION or TAX PARCEL NUMBER: 042 30 5-91 5 5 (5)PHYSICAL CHARACTERISTICS(description at sale,confirmation information,changes since sale,etc.): a. This is the October 2017 sale of a somewhat irregular-shaped corner lot at NE 12th Street and NE Sunset Blvd.The site is level and at-grade with all utilties available.The property was developed with an older car wash considered to be of no contributory value.The buyer plans to develop the site with a day care. b. Confirmation Data and Comments: (6)ANALYSIS: ITEM Contribution Market Value Land: $940,000 $55.10 Building Improvements: $0 $0.00 Site Improvements: $0 $0.00 Other $0 $0.00 TOTAL SALE PRICE,$/SF $940,000 $55.10 COMPARABLE SALE 9 '�' Avg m 17..• t f s wet 1 •i- - .fig,.: r - ,.7'. � ' s — - -. . 14,, - i U.f -- f.:, tl art' •�' - s _ Photo :• r `� `` :. tr I ':;."•..;e14,r.;:j.- "7 , ',', .±. ' ..,,. / 4,, '.it S t ^'C�r r r / a ,l - .4*, ._ A - ,/./ ' r,„ , / .:-•:.,:;,...„,j •• . . 4P-:,,,-.-;::,.',.•.-- / • 1"%tii! LY-a..;=_47 • , .. . • • , —i640,9 4; • ' • -•-•-•-•/* N. ' ! - • . , ''..11!)4: . 40 ,...,..4. } - x "iii"-PV:e....4c••• .:1-r '. • .r x re1111111111111 x f 4 - , Aerial Photo/Map After recording return document to: City of Renton City Clerk's Office 1055 South Grady Way Renton, WA 98057 PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE Grantor(s): Kaba Investments,LLC Grantee(s): City of Renton Legal Description: LT 1 City of Renton Central Highlands Plaza SP 1 No.330-79 REC.#8002269014 Assessor's Tax Parcel Number: 516970-0092 Reference Number of Related Documents: N/A TEMPORARY CONSTRUCTION EASEMENT Duvall Avenue NE Project This Temporary Construction Easement (the "Construction Easement"), is made and entered into this 7 day of , 20o, by and between Kaba Investments, LLC., a Washington limited liability compan , ("Grantor"), and the City of Renton, a municipal corporation("City" or"Grantee")s. For Good and Valuable Consideration, receipt of which is hereby acknowledged, Grantor, as the owner of that certain real property legally described on Exhibit "A" — Entire Parcel ("Property"), attached hereto and incorporated by this reference, does hereby grant to the City, a six hundred and thirty-seven (637) square foot temporary easement area for minor clearing and grubbing and excacation and fill and construction purposes in, on, over, through and across that portion of the Property described on Exhibit "B" (Easement "Area") and depicted on Exhibit "C", which are attached hereto and incorporated by this reference, for the purpose of Temporary Construction Easement; protecting existing public and private improvements in the immediate vicinity of the Project area; and repairing, restoring and/or reestablishing any improvements disturbed while undertaking the Project activities described above. The temporary rights granted in this Construction Easement shall be effective upon execution by the parties. Grantee and/or its contractors shall provide forty-eight (48) hours notice to the Grantor of its intent to commence construction. The temporary rights granted to the Grantee shall automatically terminate and be null and void(i)twenty four(24)months after the execution of this easement or (ii) upon restoration of any existing improvements disturbed Page 1 of(7)Pages Parcel No.516970-0092 PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. TEMPORARY CONSTRUCTION EASEMENT by the Grantee within the temporary easement area,whichever is later,but in no event later than December 31, 2023. The Grantee agrees to hold harmless, indemnify and defend the Grantor from and against any and all claims,losses or liability,for injuries,sickness or death of persons,including employees of the Grantee,or damage to property, arising out of the exercise of Grantee's rights under this Construction Easement or any willful misconduct or negligent act, error,or omission of the Grantee, its officers, agents, contractors, subcontractors, licensees, or employees, in connection with the Grantee's activities authorized by this Construction Easement, provided, however,that: (a) The Grantee's obligations to indemnify, defend and hold harmless shall not extend to injuries, sickness, death or damage caused by or resulting from the sole willful misconduct or sole negligence of the Grantor; and (b) The Grantee's obligations to indemnify, defend and hold harmless for injuries, sickness, death or damage caused by or resulting from the concurrent negligence or willful misconduct of the Grantee and the Grantor, or of the Grantee and a third party other than an officer, agent, contractor or employee of the Grantee, shall apply only to the extent of the negligence or willful misconduct of the Grantee (including an officer, agent, contractor or employee of the Grantee). Grantee shall, at its sole cost and upon completion of the work within the Easement Area, fully restore the surface and subsurface of the Easement Area and any public or private improvements disturbed by or destroyed during the execution of the work, as nearly as practicable,to the conditions as of the effective date of this easement. It is the intention of the parties that this document be strictly limited to and for the purposes expressed. This Construction Easement and covenants herein shall be recorded with the King County Recorder,shall run with the land described herein,and shall be binding upon the parties, their successors,heirs and assigns. Grantor covenants that it is the lawful owner of the above-described property and has authority to convey such easement. It is understood and agreed that delivery of this Construction Easement is hereby tendered and that the terms and obligations hereof shall not become binding upon the City of Renton, unless and until accepted and approved hereon in writing by the City of Renton. Page 2 of(7)Pages Parcel No. 516970-0092 PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. TEMPORARY CONSTRUCTION EASEMENT Dated: 5 2 7 , 20 247 Grantor: Kaba Investments LLC By /,/ Its A4/2 4MAr Accepted and Approved City of Renton By Its Date Page 3 of(7)Pages Parcel No. 516970-0092 PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. TEMPORARY CONSTRUCTION EASEMENT STATE OF WASHINGTO ss. COUNTY OF KING I certify that I know or have satisfactory evidence that Wei-Ting Hsiao is the person who appeared before me, and said person acknowledged that they signed this instrument, on oath stated that they were authorized to execute the instrument and acknowledged it as the Managing Member of Kaba Investments LLC , to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED this_R__Z day of 4,/ , 20,710 . ,4.SE ,t1 ©��p:..,,�ii�p t lic 1326g31110C9• • / NOTARY : S® � au , C i Printed Name cl�c' A g�'y�,PUBLIC 9 '1i,fXPIREs��,= Residing at lake 4 � OFWAS\-\ e`‘Vvtv%:•%‘' My appointment expires /A/aa 4-3 Page 4 of(7)Pages Parcel No. 516970-0092 PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. TEMPORARY CONSTRUCTION EASEMENT EXHIBIT"A" ENTIRE PARCEL EXHIBIT A PROPERTY DESCRIPTION SW 1/4 OF SEC. 03, T. 23 N., R. 05 E., W.M. CITY OF RENTON, KING COUNTY, WA (PER STATUTORY WARRANTY DEED, RECORDED UNDER AUDITOR'S FlLE NO. 20130614000711) LOT 1 OF CITY OF RENTON CENTRAL HIGHLANDS PLAZA SHORT PLAT I NO. 330-79, RECORDED FEBRUARY 26, 1980 UNDER RECORDING NO. 8002269014, RECORDS OF KING COUNTY, WASHINGTON. M• KF 7/-lit TtA3yI Co% /o 46889 0 �- s k'CI S T I;�'�' -SS./ONA L L AN°S 3-/0-2oZo Page 5 of(7)Pages Parcel No. 516970-0092 PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. TEMPORARY CONSTRUCTION EASEMENT EXHIBIT`B" TEMPORARY CONSTUCTION EASEMENT LEGAL DESCRIPTION EXHIBIT B TEMPORARY CONSTRUCTION EASEMENT DESCRIPTION SW 1/4 OF SEC. 03, T. 23 N., R. 05 E., W.M. CITY OF RENTON, KING COUNTY, WA A PORTION OF LOT 1 OF CITY OF RENTON SHORT PLAT #330-79 RECORDED UNDER AUDITOR'S FILE NUMBER 8002269014, KING COUNTY RECORDS, SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF SAID LOT 1; THENCE NORTH 88'36'38" WEST 5.01 FEET ALONG THE SOUTH LINE OF SAID LOT 1 TO THE TRUE POINT OF BEGINNING; THENCE NORTH 88'36'38" WEST 25.05 FEET CONTINUING ALONG SAID SOUTH LINE; THENCE NORTH 04'56'55" EAST 3.01 FEET; THENCE SOUTH 88'36'38" EAST 20.04 FEET; THENCE NORTH 04'56'55" EAST 60.78 FEET; THENCE NORTH 13'26'10" EAST 33.88 FEET; THENCE SOUTH 85'03'05" EAST 5.00 FEET TO THE WEST RIGHT—OF—WAY LINE OF DUVALL AVENUE NORTHEAST; THENCE SOUTH 04'56'55" WEST 35.00 FEET ALONG SAID RIGHT—OF—WAY LINE; THENCE NORTH 85'03'05" WEST 5.00 FEET; THENCE SOUTH 04'56'55" WEST 61.98 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 637 SQUARE FEET, MORE OR LESS. • f7Usi <o � . Poi 46889 0 -19 Fss/NA GS L AN° 3-10-2ozo Page 6 of(7)Pages Parcel No. 516970-0092 PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. TEMPORARY CONSTRUCTION EASEMENT EXHIBIT"C" GRAPHIC DEPICTION EXHIBIT C TEMPORARY CONSTRUCTION EASEMENT SW 1/4 OF SEC. 03, T. 23 N., R. 05 E., W.M. CITY OF RENTON, KING COUNTY, WA I S85'03'051 5.00' I ( APN 5169700092) I W KABA INVESTMENTS LLC ► I b W 4637 NE SUNSET BLVD 98059 q�I/ I. 1 > W r, Q /� I Q LOT 1 �� J > CITY OF RENTON S.P. #330-79 z�� "' D AFN 8002269014 �' 8 I a ØL I cN85'0,3'05"W' i 5.00' I QW S88'36'38"E / ' 20.04' ;frz " I N04'56'55"E P.O.C. 1 -—-- N88'36'38"W 11 i A 25.05' T.P.0.8. I N88'36'38"W o �30' . 5.01' 1"30, I I Parametrix TOTAL AREA 637 SQ. FT. LEGEND M• KE P.O.C. POINT OF COMMENCEMENT ���of wasgr t /] T.P.0.8. TRUE POINT OF BEGINNING c, / / TEMPORARY CONSTRUCTION „Ir,. 7 . �gY //////////////1 EASEMENT AREA , "= ; �� 0 — — EXISTING RIGHT OF WAY LINE % 12, `��t s BE�9 P��`� r - - - CENTERLINE g, s/ONAL LAND " —--—--—--—--— PROPERTY LINE ( APN XXXXXXXXXXX ) KING COUNTY TAX PARCEL NUMBER 3-/0-20Z,0 Page 7 of(7)Pages Parcel No. 516970-0092 PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. After recording return document to: City of Renton City Clerk's Office 1055 South Grady Way Renton, WA 98057 PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE Grantor(s): Kaba Investments,LLC Grantee(s): City of Renton Legal Description: LT 1 City of Renton Central Highlands Plaza SP 1 No.330-79 REC.#8002269014 Assessor's Tax Parcel Number: 516970-0092 Reference Number of Related Documents: N/A RIGHT OF WAY EASEMENT Duvall Avenue NE Project The Grantor(s), Kaba Investments, LLC., a Washington limited liability company, for and in consideration of $10.00 and other valuable consideration, receipt of which is hereby acknowledged,does hereby grant and convey unto the City of Renton,a municipal corporation, and its successors and assigns (the Grantee), for use by the public forever, from the property legally described on Exhibit "A" — Entire Parcel (the "Property"), attached hereto and incorporated by this reference, a permanent right of way easement, for the purposes described below, over, in, on, along, across,through, below and upon,the portion of the Property legally described on Exhibit"B", (the "Right of Way Easement") and depicted on Exhibit"C", which are attached hereto and incorporated by this reference. The Grantee and its agents,designees and/or assigns,and the public, shall have the right at such times as deemed necessary by Grantee, to enter upon, over, under and across the Right of Way Easement to inspect, construct, reconstruct, operate, use, travel on, maintain, repair, replace and enlarge the public rights-of-way for all public purposes, including but not limited to, motorized and non-motorized vehicular travel lane, landscaping, sidewalks, street lights, utilities (including without limitation water, sewer, storm water, electric, gas, telecommunications, cable and fiber optics, either owned or operated by Grantee or those utilities which provide service to Grantee or its citizens and are operated by permission of Grantee through franchise or permit)appurtenant slopes, cuts,fills and retaining walls,together Parcel No.516970-0092 Page 1 of(7)Pages PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. RIGHT OF WAY EASEMENT with the right of ingress and egress thereto without prior institution of any suit or proceedings and without incurring any legal obligation or liability therefore. THIS EASEMENT is executed and delivered and said easement is granted upon the following conditions to wit: 1. The Grantor,its heirs,executors,administrators,successors and assigns,hereby releases the Grantee, its agents and employees, assigns and successors from any and all liability for damage to the remaining lands resulting from this conveyance, and construction and maintenance of the right of way, provided the Grantee, its agents and employees, assigns and successors shall, as soon as practicable, after construction of the retaining wall and all subsequent alterations and repairs thereto, restore all property to the Grantor to a neat and presentable condition. 2. Grantor shall not interfere in any manner with the easement rights granted to Grantee and the public in this Right of Way Easement. Without limitation, Grantor shall not (1) erect or maintain any buildings, structures, or improvements within the Right of Way Easement; (2) disturb the lateral or subjacent support of the roadway, sidewalks, utilities and other improvements and uses of the Right of Way Easement by Grantee, or undertake any form of construction or other activity that may disturb or damage the roadway, sidewalks, utilities, or other improvements or uses of the Right of Way Easement by Grantee;or(3)plant trees,shrubs, or other vegetation having deep root patterns that may cause damage to or interfere with the use of the streets, sidewalks, or utilities. 3. The rights granted herein shall not be construed to interfere with or restrict the Grantor, its heirs, executors, administrators, successors and assigns from the use of the Property outside of the Easement Area for the construction and maintenance of property improvements outside of the Easement Area. 4. This Right of Way Easement and the rights, obligations and covenants stated in this Right of Way Easement shall run with the land and shall be binding upon and shall inure to the benefit of the Grantor and Grantee. This Right of Way Easement shall be recorded with the King County Recorder's Office. 5. It is understood and agreed that delivery of this Right of Way Easement is hereby tendered and that the terms and obligations hereof shall not become binding upon City of Renton unless and until approved hereon in writing by City of Renton. Parcel No. 516970-0092 Page 2 of(7)Pages PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. RIGHT OF WAY EASEMENT Dated: 5/72' , 20 Grantor: Kaba Investment LLC By Its 171 ,ifr - o - Accepted and Approved City of Renton By Its Date Parcel No. 516970-0092 Page 3 of(7)Pages PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. RIGHT OF WAY EASEMENT STATE OF WASHINGTO ss. COUNTY OF KING I certify that I know or have satisfactory evidence that Wei-Ting Hsiao is the person who appeared before me, and said person acknowledged that they signed this instrument, on oath stated that they were authorized to execute the instrument and acknowledged it as the Managing Member of Kaba Investments, LLC, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED this 427 day of maei ,_20 (SEAL) ff c, Dqoi k1, of ublic —3.....-'‘.32696N,r(s) SIoNa &v/ NOTARY ; PrirYled Name PUBLIC 0 ,T/1��tna TA Residing at� ti s'2% I�94'�i,XPIREs\`L #1 OF WASN�� My appointment expires /9 JaO/c - Parcel No. 516970-0092 Page 4 of(7)Pages PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. RIGHT OF WAY EASEMENT EXHIBIT "A" ENTIRE PARCEL EXHIBIT A PROPERTY DESCRIPTION SW 1/4 OF SEC. 03, T. 23 N., R. 05 E., W.M. CITY OF RENTON, KING COUNTY, WA (PER STATUTORY WARRANTY DEED, RECORDED UNDER AUDITOR'S FILE NO. 20130614000711) LOT 1 OF CITY OF RENTON CENTRAL HIGHLANDS PLAZA SHORT PLAT 1 NO. 330-79, RECORDED FEBRUARY 26, 1980 UNDER RECORDING NO. 8002269014, RECORDS OF KING COUNTY, WASHINGTON. EIS C � '� Pow 46889 9 -o $ ASS/ONA L L AN�SJ�- 2-/2-20 Parcel No. 516970-0092 Page 5 of(7)Pages I _ PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. RIGHT OF WAY EASEMENT EXHIBIT "B" RIGHT OF WAY LEGAL DESCRIPTION EXHIBIT B PERMANENT EASEMENT DESCRIPTION SW 1/4 OF SEC. 03, T. 23 N., R. 05 E., W.M. CITY OF RENTON, KING COUNTY, WA • . A PORTION OF LOT 1 OF CITY OF RENTON SHORT PLAT NO. 330-79 RECORDED UNDER AUDITOR'S FILE NUMBER 8002269014, KING COUNTY RECORDS, SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 1; THENCE NORTH 88'36'38" WEST 5.01 FEET ALONG THE SOUTH LINE OF SAID LOT 1; THENCE NORTH 04'56'55" EAST 61.98 FEET; THENCE SOUTH 85'03'05" EAST 5.00 FEET TO THE WESTERLY RIGHT OF WAY LINE OF DUVALL AVENUE NORTHEAST; THENCE ALONG SAID WESTERLY RIGHT OF WAY LINE SOUTH 04'56'55" WEST 61.67 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 309 SQUARE FEET, MORE OR LESS. • 2, 46889 �a�4 TFss/k'CI S T SRC' JP, ANAL LAND S Z-12-Zo Parcel No.516970-0092 -- Page 6 of(7)Pages PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. RIGHT OF WAY EASEMENT EXHIBIT "C" GRAPHIC DEPICTION EXHIBIT C PERMANENT EASEMENT SW 1/4 OF SEC. 03, T. 23 N., R. 05 E., W.M. CITY OF RENTON, KING COUNTY, WA I v�sE15°1° NE s -9oo� `lP iii r LU z I APN 5169700092 ) j KABA INVESTMENTS LLC 4637 NE SUNSET BLVD 98059 I I S85'03'05"E I i 5.00' 0 I LOT 1 CITY OF RENTON S.P. #330-79 I I AFN 8002269014 Ptte- I I 9, U, I o ' i - - I u, T.P.O.B. si NB8'36'58"W 5.01' , A TOTAL AREA 0 N 50' inommme 309 SQ. FT. 50' Parametrix LEGEND T.P.O.B. TRUE POINT OF BEGINNING i �,�a wa A�./, s r/////////////////////� PERMANENT EASEMENT AREA y • 3 y — — EXISTING RIGHT OF WAY LINE 4E7;t t Isti PROPOSED PERMANENT EASEMENT LINE «�(- i'� - - CENTERLINE o �'~ 9 o� Po 46889 — PROPERTY LINE il AF, ,,P4'§„I S T E4�'9JQ,� ( APN XXXXXXXXXXX ) KING COUNTY TAX PARCEL NUMBER TONAL LANO S 2-/Z-20 Parcel No. 516970-0092 Page 7 of(7)Pages PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. Department of Revenue REAL ESTATE EXCISE TAX AFFIDAVIT This form is your receipt Washington State CHAPTER 82.45 RCW-CHAPTER 458-61A WAC when stamped by cashier. THIS AFFIDAVIT WILL NOT BE ACCEPTED UNLESS ALL AREAS ON ALL PAGES ARE FULLY COMPLETED CI Check box if the sale occurred Only for sales in a single location code on or after January 1,2020. PLEASE TYPE OR PRINT in more than one location code. 0 Check box if partial sale,indicate% n/a sold. List percentage of ownership acquired next to each name. ®Name Kaba Investment LLC, a Washington limited©Name City of Renton, a municipal coporation of libility company Washington x w mg, Mailing Address 91424 Vineyard Crest t- Mailing Address 1055 S. Grady Way w City/State/zip Bellevue, WA 98033 i City/State/Zip Renton WA 98057 Phone No.(including area code) Phone No.(including area code) (425)430-6400 ii Send all property tax correspondence to: PiSame as Buyer/Grantee Listaccoun t n all urealmberd personalcheck b propertyoxifpersonal tax parcelproper List assessed value(s) an s- ty Name 516970-0092 ❑ 1,437,200.00 Mailing Address ❑ 0.00 City/State/Zip ❑ 0.00 Phone No.(including area code) ❑ 0.00 IStreet address of property: 4637 NE Sunset Blvd, This property is located in Renton • ❑ Check box if any of the listed parcels are being segregated from another parcel,are part of a boundary line adjustment or parcels being merged. Legal description of property(if more space is needed,you may attach a separate sheet to each page of the affidavit) See attached 5 Select Land Use Code(s): 7 List all personal property(tangible and intangible)included in selling price. 58-Retail trade-eating and drinking(restaurants,bars) enter any additional codes: (See back of last page for instructions) YES NO Was the seller receiving a property tax exemption or deferral El ❑✓ under chapters 84.36,84.37,or 84.38 RCW(nonprofit If claiming an exemption,list WAC number and reason for exemption: organization,senior citizen,or disabled person,homeowner WAC No.(Section/Subsection) 46.8- ,/A -z06(2) with limited income)? Reason for exemption Is this property predominantly used for timber(as classified under ❑ ❑✓ Cxevc�se d` f fyi(J� 7aik�� RCW 84.34 and 84.33)or agriculture(as classified under RCW Ub 84.34.020)?See ETA 3215 111 YES NO Is this property designated as forest land per chapter 84.33 RCW? ❑ ❑✓ Type of Document ROW Easement Is this property classified as current use(open space,farm and El ❑✓ Date of Document agricultural,or timber)land per chapter 84.34 RCW? Is this property receiving special valuation as historical property El ❑✓ per chapter 84.26 RCW? If any answers are yes,complete as instructed below. Gross Selling Price $ 0.00 (1)NOTICE OF CONTINUANCE(FOREST LAND OR CURRENT USE) Personal Property(deduct) $ 0.00 NEW OWNER(S):To continue the current designation as forest land or classification as current use(open space,farm and agriculture,or timber)land, Exemption Claimed(deduct) $ 0.00 you must sign on(3)below.The county assessor must then determine if the Taxable Selling Price $ 0.00 land transferred continues to qualify and will indicate by signing below.If the land no longer qualifies or you do not wish to continue the designation or classi- Excise Tax:State fication,it will be removed and the compensating or additional taxes will be due Less than$500,000.01 at 1.1% $ 0.00 and payable by the seller or transferor at the time of sale.(RCW 84.33.140 or RCW 84.34.108).Prior to signing(3)below,you may contact your local county From$500,000.01 to$1,500,000 at 1.28% $ 0.00 assessor for more information. From$1,500,000.01 to$3,000,000 at 2.75% $ 0.00 This land ❑ does Q does not qualify for continuance. Above$3,000,000 at 3.0% $ 0.00 Agricultural and timberland at 1.28% $ 0.00 Total Excise Tax:State $ 0.00 DEPUTY ASSESSOR DATE 0.0050 Local $ 0.00 (2)NOTICE OF COMPLIANCE(HISTORIC PROPERTY) *Delinquent Interest:State $ 0.00 NEW OWNER(S):To continue special valuation as historic property,sign(3) below.If the new owner(s)does not wish to continue,all additional tax calcu- Local $ 0.00 lated pursuant to chapter 84.26 RCW,shall be due and payable by the seller or transferor at the time of sale. *Delinquent Penalty $ 0.00 Subtotal $ 0.00 (3)NEW OWNER(S)SIGNATURE *State Technology Fee $ 5.00 *Affidavit Processing Fee $ 5.00 PRINT NAME Total Due $ 10.00 A MINIMUM OF$10.00 IS DUE IN FEE(S)AND/OR TAX *SEE INSTRUCTIONS 8 I CERTIFY UNDER PENA • PERJURY T THE FOREGOING IS TRUE AND CORR CT Signature of 1' Grantor or Grantor's Agent Grantee or Grantee's Agent c (rr Name(print) (print)T 8Name(p ) SnhlG U/s ,, 2 Date&city of signing �'/v'� f r,� Date&city of signing 2 c�3 Belie Perjury:Perjury is a class C felony which is punishable by imprisonment in the state correctional institution for a maximum term of not more than five years,or by a fine in an amount fixed by the court of not more than five thousand dollars($5,000.00),or by both imprisonment and fine(RCW 9A.20.020(I C)). REV 84 0001a(12/6/19) THIS SPACE-TREASURER'S USE ONLY COUNTY TREASURER PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY. RIGHT OF WAY EASEMENT EXHIBIT "B" RIGHT OF WAY LEGAL DESCRIPTION EXHIBIT B PERMANENT EASEMENT DESCRIPTION SW 1/4 OF SEC. 03, T. 23 N., R. 05 E., W.M. CITY OF RENTON, KING COUNTY, WA A PORTION OF LOT 1 OF CITY OF RENTON SHORT PLAT NO. 330-79 RECORDED UNDER AUDITOR'S FILE NUMBER 8002269014, KING COUNTY RECORDS, SAID PORTION BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 1; THENCE NORTH 88'36'38" WEST 5.01 FEET ALONG THE SOUTH LINE OF SAID LOT 1; THENCE NORTH 04'56'55" EAST 61.98 FEET; THENCE SOUTH 85'03'05" EAST 5.00 FEET TO THE WESTERLY RIGHT OF WAY LINE OF DUVALL AVENUE NORTHEAST; THENCE ALONG SAID WESTERLY RIGHT OF WAY LINE SOUTH 04'56'55" WEST 61.67 FEET TO THE TRUE POINT OF BEGINNING. CONTAINING 309 SQUARE FEET, MORE OR LESS. c. 46889 i -��� Fss �0I S T S \e /f4AL LAND 2-12-Zo Parcel No. 516970-0092 Page 6 of(7)Pages PLEASE MAKE NO MARK IN THE MARGIN SPACE-RESERVED FOR COUNTY RECORDER'S USE ONLY.