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HomeMy WebLinkAboutReport 1Leslie Betlach Plan Review Routing Slip 8 ;a :i:O ~~cm ~o ~ C) :;i;; om cnm .... LUAlS-000810 Name: Fortune Poker Pole Signs Variance ia ~ < Site Address: 3650 EAST VALLEY RD sz u, ~ Plan Number: Description: Applicant proposes to reuse two existing pole signs within the Commercial Arterial {CA) Zone and Urban Design District D. RMC 4-4-100.G.5 prohibits pole signs within Urban Design Areas. The west pole sign is 27 feet in height and the east pole sign is 40 feet in height. The signs were used by the previous building tenant, Royce Coffee and Lounge, and are considered to be non-conforming. The applicant proposes to reuse the two pole signs and renovate the existing cabinets. The cabinet on the pole on the east side of the site facing Highway 167 would be renovated in order to add their logo and the words "Poker," "Restaurant," and "Bar" to the sign. The sign would have an area of approximately 230 square feet. The sign cabinet on the pole on the west side of the site facing East Valley Rd would be renovated in order to add their logo, their name "Fortune Poker," and "Restaurant & Bar." The sign would have an area of approximately 100 square feet. The site is located in the seismic hazard area. A wetland is located along the southerly border of the site and outside of the two pole sign locations. No other site improvements are proposed. Review Type: Date Assigned: Community Services Review-Version 1 11/30/2015 Date Due: 12/14/2015 Project Manager: Kris Sorensen Environmental Impact Earth Animals Air Envi ronmenta I Hea Ith Water Energy/Natura I Resources Plants Housing Land/Shoreline Use Aesthetics Where to enter your comments: Manage My Reviews Which types of comments should be entered: Light/Glare Historic/Cultural Preservation Recreation Airport Environmental Utilities 10,000 Feet Transportation 14,000 Feet Public Service Recommendation -Comments that impact the project including any of the Enivornmental Impacts above. Correction -Corrections to the project that need to be made before the review can be completed and /or requesting submittal of additional documentation and/or resubmittal of existing documentation. What statuses should be used: Reviewed -I have reviewed the project and have no comments. Reviewed with Comments -I have reviewed the project and and I have comments entered in Recommendations. Correction/Resubmit -I have reviewed the project and the applicant needs to submit and/or resubmit documentation and I have added corrections in Corrections. DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT ADMINISTRATIVE VARIANCE REPORT & DECISION A. SUMMARY AND PURPOSE OF REQUEST REPORT DA TE: Project Name: Project Number: Project Manager: Owner/Applicant: Contact: Project Summary: Project Location: Exist. Bldg. Area SF: Site Area: December 21, 2015 Fortune Poker Pole Signs Variance LUA15-000810, V-A Kris Sorensen, Associate Planner Ausdrey LLC, 13401 Bel-Red Rd, Suite A-7, Bellevue, WA 98005 Burce Berreth, 13401 Bel-Red Rd, Suite A-7, Bellevue, WA 98005 The applicant is requesting Administrative Approval of a Sign Variance to allow reuse of two pole signs and allow two signs rather than one. The applicant proposes to reuse two existing pole signs within the Commercial Arterial (CA) Zone and Urban Design District D. RMC 4-3-lOOE.5.a only allows one sign for each street frontage. RMC 4-4-100.G.5 prohibits pole signs within Urban Design Areas. The signs were used by the previous building tenant, Royce Coffee and Lounge, and are considered to be non-conforming. The applicant proposes to reuse the signs, renovate the existing cabinets, paint the poles, and switch the interior lights to light emitting diode (LEDs). The site is located in the seismic hazard area. A wetland/creek is located along the southerly border of the site and outside of the two pole sign locations. 3650 E Valley Road 8,002 SF Proposed New Bldg. Area (footprint): N/A 76,033 SF Total Building Area GSF: 8,002 SF Project Location Map Variance Report 15-000810 City of Renton Department of Community & omic Development FORTUNE POKER POLE SIGNS VARIANCE Report of: December 21, 2015 I 8. PROJECT DESCRIPTION/BACKGROUND: ministrative Variance Report & Decision LUA15-000810, V-A Page 2 of 7 The City's sign regulations (RMC 4-4-lOOG.5) prohibit the use of pole signs within the Urban Design Areas and require the removal of sign age within 90 days of the closure of a business (RMC 4-4-lOOD.6). There are two existing pole signs on the site. The Sign Regulations RMC 4-3-lOOE.5.a also only allows one sign for each street frontage. Therefore, the existing non-conforming signs should have been removed upon the closure of the previous business Royce Coffee and Lounge, which closed prior to July 2015. And only one sign should be allowed rather than two. The applicant proposes to use the two existing pole signs and changing the signage within the cabinets. The applicant does not propose other site improvements. The west pole sign is located near East Valley Rd entrance and the east pole sign is located at the rear of the building near State Route 167 (Exhibit 4). Both pole signs are two-sided. The sign cabinets face north and south and are directed towards on-coming traffic. The proposed signs would have similar color pallets but different text and layouts (Exhibit 5). The poles supporting the sign cabinets would be repainted from pink to green. Lighting fixtures would be changed to LED style bulbs. The west pole sign is located near the property driveway entrance along East Valley Road (Exhibit 3). The existing sign cabinet sits on top of a pole and the pole extends approximately 17 feet 7 inches to the bottom ofthe cabinet (Exhibit 5). The existing sign cabinet dimensions are approximately 9 feet 2 Y, inches in height by 11 feet 1-inch in width. The height of the west pole sign to the top of the cabinet is approximately 26 feet 8 Y, inches. The cabinet faces on the pole on the west side of the site facing East Valley Rd would be renovated in order to add their logo, their name "Fortune Poker," and "Restaurant & Bar" (Exhibit 5). The sign would have an area of approximately 100 square feet. The east pole sign is located near the shared property line with the State Route 167 right-of-way at the east of the site (Exhibit 3). The existing sign cabinet sits on top of a pole and the pole extends approximately 26 feet 4 inches to the bottom ofthe cabinet (Exhibit 5). The exisiting sign cabinet dimensions are approximately 13 feet 9 Y, inches in height by 16 feet 7 Y, inches in width. The height of the pole sign to the top of the cabinet is approximately 40 feet. The cabinet faces would be renovated in order to add their logo and the words "Poker," "Restaurant," and "Bar" to the sign (Exhibit 5). The pole sign would have an area of approximately 230 square feet. I C. EXHIBITS: The following exhibits were entered into the record: Exhibit 1: Exhibit 2: Exhibit 3: Exhibit 4: Exhibit 5: Exhibit 6: Exhibit 7: Staff Report, dated December 21, 2015 Title Report Site Plan Photos of Existing Pole Signs at the Site Photo Simulation of Proposed Signs Neighborhood Map identifying pole signs in the vicinity Photos of Existing Pole Signs within the general vicinity and neighborhood Variance Report 15-000810 City of Renton Department of Community & FORTUNE POKER POLE SIGNS VARIANCE Report of: December 21, 2015 lmic Development Exhibit 8: Variance Request Justification Exhibit 9: AFK Elixir and Eatery Pole Sign Variance, LUA14-000368 I D. FINDINGS: ninistrative Variance Report & Decision LUA15-000810, V-A Page 3 of 7 Having reviewed the written record in the matter, the City now makes and enters the following: 1. Request: The applicant has requested two administrative variancs. One variance request is from RMC 4-4-lOOGS to reuse two existing, non-conforming, pole signs for the Fortune Poker casino, restaurant and bar. The other variance request is from RMC 4-3-lOOE.5.a to allow two signs at one business with one street frontage. Z. Administrative Variance: The applicant's administrative variance submittal materials comply with the requirements necessary to process a variance request. The applicant's site plan and proposed sign photo simulations are provided as Exhibits 3 through 5. 3. Existing Land Use: The subject parcel is surrounded on all sides by existing commercial uses, including but not limited to Pacific Storage to the north, Honda/Yamaha to the west, Clarion Hotel to the south, and State Route 167 to the east. The subject site is currently being renovated as a tenant improvement by the new Fortune Poker that was previously the Royce Coffee and Lounge business. 4. Zoning: The subject property is within the Commercial Arterial (CA) zone and Urban Design - District D. 5. Topography: The site is relatively flat and has a creek in the southern area of the property. 6. Lots and Building Size: The lot area is 76,033 square feet in size and the Fortune Poker casino, restaurant, and bar is approximately 8,002 square feet in area in an existing two-story commercial building. I E. CONSISTENCY WITH VARIANCE CRITERIA: Section 4-9-2508.5 lists 4 criteria that the Planning Director is asked to consider, along with all other relevant information, in making a decision an an Administrative Variance application. These include the Jal/awing: The Planning Director shall have authority to grant an administrative variance upon making a determination, in writing, that the conditions specified below have been found to exist: a. That the applicant suffers practical difficulties and unnecessary hardship and the variance is necessary because of special circumstances applicable to subject property, including size, shape, topography, location or surroundings of the subject property, and the strict application of the Zoning Code is found to deprive subject property owner of rights and privileges enjoyed by other property owners in the vicinity and under identical zone classification: The applicant contends that practical difficulties exist and that the strict interpretation of the sign regulations would deprive them of privileges enjoyed by other property owners in the vicinity (Exhibit 8). The removal of the existing signs would involve capping the poles and digging up the foundations adding substantial cost to the operation of the business. The easterly sign near State Variance Report 15-000810 City of Renton Department of Community & ;omic Development FORTUNE POKER POLE SIGNS VARIANCE Report of: December 21, 2015 ministrative Variance Report & Decision WAlS-000810, V-A Page 4 of 7 Route 167 would require a tall enough crane to reach over the building from the west to reach the sign for removal. In addition, East Valley Road is a utility right-of-way corridor with underground sewer lines, gas lines, and electrical lines. As identified in a similar pole sign variance request by the nearby AFK Elixirs and Eatery (LUA14-000368), in order to ensure these corridor utility lines are not disturbed during the installation of a conforming ground-related monument sign, the applicant would be required to verify and test the existing soil conditions, possibly utilizing hydro-vac excavation methods, haul away soil, deal with possible groundwater, reinforce or sleeve existing utility lines, and install a new foundation (Exhibit 9). Staff has reviewed the proposed variance request and concurs that the requirement to remove the existing pole sign and replace it with a ground-related monument sign may cause the applicant unnecessary hardship, Staff has reviewed the proposed variance request and concurs that there are special circumstances for removing and adding new signs to the property. Staff also concurs that other property owners in the vicinity have existing pole signs and that the strict interpretation of the sign regulations would deprive the applicant of privileges enjoyed by nearby properties. b. That the granting of the variance will not be materially detrimental to the public welfare or injurious to the property or improvements in the vicinity and zone in which subject property is situated: The applicant contends that the reuse of the signs would allow for advertisement as similarly allowed to nearby businesses with pole signs. The applicant submitted a site plan (Exhibit 3) and title report (Exhibit 2) identifying the following easements on the subject property: 1103039 is dedicated to Puget Sound Traction, Light & Power Company for Electric Transmission and/or Distribution System, 7605170692 is dedicated to the City of Renton for Water Line Maintenance and Repair, 20030602001850 is dedicated to the City of Renton for Water line, 8012290361 is dedicated to the City of Renton for Water Mains, Fire Hydrants, and Water Meters, 20030602001850 is dedicated to the City of Renton for Water line, and 6414758 is dedicated to the Municipality of Metropolitan Seattle. Staff has reviewed the applicant's justifications and concurs with their analysis and finds that the signs would not be enlarged beyond their current sizes. In addition, the reuse of the existing signs would limit the amount of ground disturbance that would occur if the applicant were required to remove the pole signs and install a monument sign. The granting of the variance would not be detrimental to the public welfare or injurious to the property or improvements in the vicinity and zone in which the subject property is situated. c. That approval shall not constitute a grant of special privilege inconsistent with the limitation upon uses of other properties in the vicinity and zone in which the subject property is situated: The applicant contends that the approval of the variance would allow the tenant the same privilege already granted to other businesses in the vicinity. Nearby restaurants operating in the same zone including Burger King and AFK Elixir and Eatery have been permitted to utilize pole signs to identify their businesses (Exhibit 6). AFK Elixir and Eatery was recently granted approval to reuse an existing pole sign just two lots to the south of the project site in 2014 (Exhibit 9). Staff has reviewed the applicant's justifications and concurs that the approval of the variance would grant the applicant the same privilege to utilize existing pole signs that have been granted to Variance Report 15-000810 City of Renton Department of Community & FORTUNE POKER POLE SIGNS VARIANCE Report of: December 21, 2015 Jmic Development ministrative Variance Report & Decision LUAlS-000810, V-A Page 5 of 7 other properties in the vicinity and same zoning designation. In addition, the granting of this variance would not constitute a grant of special privilege, as available space on site for a possible monument sign along East Valley is encumbered by utility easements. d. That the approval as determined by the Planning Director is a minimum variance that will accomplish the desired purpose: The applicant contends that the approval of the variance is the minimum necessary as they are not requesting taller poles, only the reuse of existing poles with the installation of a similar size sign as were previously installed on the project site. Given the limited visibility to the building at the far east of the site, it is clear that a pole sign is the bare minimum that will make this business visible to drivers on East Valley Road. Staff has reviewed the applicant's justifications and concurs with their analysis. The approval of the reuse ofthe existing poles would allow the applicant to install a sign of similar size as what was previously used on the project site for the Royce Coffee and Lounge and grants the applicant the same privilege granted to other properties in the project vicinity. However the approval of this variance should not be intended to grant future tenants the ability to reuse the pole signs. Staff recommends as a condition of approval that the subject variance approval to reuse the pole signs be valid for a period of 10 years or until a change in tenant whichever comes last. The 10-year time frame allows the new business the opportunity to operate and gain capital to provide sufficient funds to complete the larger amount of work that would be necessary to construct a monument sign along East Valley and remove the two pole signs. With this condition of approval, the current tenant will be able to utilize the two pole signs for the time that they occupy the site, and if the tenant changes, a new tenant could use the pole signs until December 21, 2025. With this condition of approval the request is the minimum variance that would accomplish the desired purpose. I F. CONCLUSIONS: 1. The subject site is located on the east side of East Valley Road, at 3650 E Valley Road, within the Commercial Arterial (CA) zone and Urban Design District D. 2. The sign regulations prohibit pole signs within Urban Design Areas and only allow one freestanding sign per street frontage. The applicant is requesting approval to reuse two existing pole signs and to also allow two signs. 3. The requested variances meet the four criteria to be considered in making a decision on a variance request as specified in RMC 4-9-250B.5. The analysis of the proposal according to variance criteria is found in the body of the Staff Report. I G. DECISION: The two Administrative Variances for the Fortune Poker Pole Signs Variance, File No. LUA15-000810, is approved subject to the following condition: 1. The variance approval to reuse the existing two pole signs shall be valid for a period of 10 years or until a change in tenant whichever comes last. Variance Report 15-000810 City of Renton Department of Community & FORTUNE POKER POLE SIGNS VARIANCE Report of: December 21, 2015 Jmic Development DATE OF DECISION ON LAND USE ACTION: SIGNATURE: . _/~NJ,"11 {),Jb,,_. b." Jennifer Henning, Planning Dire~ Department of Community & Economic Development TRANSMITTED this 21st day of December, 2015 to the Owner/Applicant/Contact: Ausdrey, LLC 13401 Bel-Red Rd, Suite A-7 Bellevue, WA 98005 Bruce Berreth 13401 Bel-Red Rd Bellevue, WA 98005 TRANSMITTED this 21" day of December, 2015 to the Party{ies) of Record: Na Parties of Record TRANSMITTED this 21st day of December, 2015 to the following: Jennifer Henning, Planning Director Craig Burnell, Building Official Brianne Bannwarth, Development Services Manager Vanessa Dolbee, Current Planning Manager Fire Marshal ministrative Variance Report & Decision LUA15-000810, V-A Page 6 of 7 1-z,z, -;~) Date H. LAND USE ACTION APPEALS, REQUEST FOR RECONSIDERATION, & EXPIRATION The administrative land use decision will become final if the decision is not appealed within 14 days of the effective date of decision. APPEAL: This administrative land use decision will become final if not appealed in writing to the Hearing Examiner on or before 5:00 PM on January 4, 2016-An appeal of the decision must be filed within the 14-day appeal period (RCW 43.21.C.075(3); WAC 197-11-680). Appeals to the Examiner are governed by City of Renton Municipal Code Section 4-8-110. Additional information regarding the appeal process may be obtained from the Renton City Clerk's office, Renton City Hall -7th Floor, (425) 430-6510. Appeals must be filed in writing, together with the required fee to the Hearing Examiner, City of Renton, 1055 South Grady Way, Renton, WA 98057. RECONSIDERATION: Within 14 days of the effective date of decision, any party may request that the decision be reopened by the approval body. The approval body may modify his decision if material evidence not readily discoverable prior to the original decision is found or if he finds there was misrepresentation of fact. After review of the reconsideration request, if the approval body finds sufficient evidence to amend the original decision, there will be no further extension of the appeal period. Any person wishing to take further action must file a formal appeal within the 14-day appeal time frame. EXPIRATION: The variance(s) approval will expire two (2) years from the date of decision. A variance one (1) year extension may be requested pursuant to RMC 4-9-250B.17. Variance Report 15-000810 City of Renton Department of Community & FORTUNE POKER POLE SIGNS VARIANCE Report of: December 21, 2015 0mic Development r,inistrative Variance Report & Decision WAlS-000810, V-A Page 7 of 7 THE APPEARANCE OF FAIRNESS DOCTRINE: provides that no ex parte (private one-on-one) communications may occur concerning the land use decision. The Doctrine applies not only to the initial decision, but to Appeals to the Hearing Examiner as well. All communications after the decision/approval date must be made in writing through the Hearing Examiner. All communications are public record and this permits all interested parties to know the contents of the communication and would allow them to openly rebut the evidence in writing. Any violation of this doctrine could result in the invalidation of the appeal by the Court. Variance Report 15-000810 ALTA Commitment (6/17/06) ALTA Commitment Form COMMITMENT FOR TITLE INSURANCE Issued by STEWART TITLE GUARANTY COMPANY EXHIBIT 2 STEWART TITLE GUARANTY COMPANY, a Texas Corporation ("Company"), for a valuable consideration, commits to issue its policy or policies of mle insurance, as identified in Schedule A, in favor of the Proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest in the land described or referred to in Schedule A, upon payment of the premiums and charges and compliance w~h the Requirements; all subject to the provisions of Schedules A and B and to the Conditions of this Commitment. This Commitment shall be effective only when the identity of the Proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A by the Company. All liability and obligation under this Commitment shall cease and terminate six months after the Effective Date or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue the policy or policies is not the fault of the Company. The Company will provide a sample of the policy form upon request. This Commitment shall not be valid or binding until countersigned by a validating officer or authorized signatory. IN WITNESS WHEREOF, Stewart Title Guaranty Company has caused its corporate name and seal to be affixed by its duly authorized officers on the date shown in Schedule A. Countersigned by: Stewart Title Company 1420 5th Avenue, Suite 440 Seattle, WA 98101 (206) 770-8700 stewart title guaranty company Copyright 2006-2009 American Land Title Association. All rights resetved. The use of this Form is restricted to ALTA licensees and AL TA members m good standing as of the dale of use All other uses are prohibited. Reprinted under license from the American land Trtle Association. File No. 01148-39456 004-UN ALTA Comm~ment (6/17/06) ,~;?~ Matt Morris President and CEO ~ -AM[lsl( ... ~ I~.., ll 111 l I Secretary CONDITIONS 1. The term mortgage, when used herein, shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquired actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and Conditions and the Exclusions from Coverage of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein. 4. This Commitment is a contract to issue one or more title insurance policies and is not an abstract of title or a report of the condition of title. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. 5. The policy to be issued contains an arbitration clause. All arbitrab/e matters when the Amount of Insurance is $2,000, 000 or less shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. You may review a copy of the arbitration rules at< htto:l!www.a{ta orq/>. All notices required to be given the Company and any statement in writing required to be furnished the Company shall be addressed to it at P.O. Box 2029, Houston, Texas 77252. Copyright 2006-2009 American Land TIUe Association. All rights reserv&d. The use of this Form 1s restricted to ALTA licensees and Al TA members in good standing as of the date of use. All other uses are prohd:lited Reprirted under license from the Amerfcan Land Til:le Association File No. 01148-39456 004-UN ALTA Commitment (6/17 /06) -M,i[Rl(AN I ~,fl 111 ll ·stewart title Escrow Officer: Jay Pug'1 Phone: (206) 770-8819 Email: JayPugh@stewart.com Title Officer: Debbi Hodgson Phone: (866) 595-6221 Email: dhodgson@stewart.com 1. Effective Date: April 30, 2015 at 8:00 AM 2. Policy Or Policies To Be Issued: (X)ALTAOWNER'S POLICY, (6/17/06) Revised Commitment SCHEDULE A (X) STANDARD ( ) EXTENDED (Underwriting fee -11%) COMMERCIAL RATE WITH PRIOR TITLE DISCOUNT Proposed Insured: Equity Funding, LLC, a Washington Limited Liability Company Stewart Title Company 18000 International Blvd, Suite 500 SeaTac, WA 98188 Phone: (206) 770-8700 Order Number: 01148-39456 Escrow Number: 15000200267 Customer Reference: CSA LLC/Equity Funding, LLC Amount: Premium: Tax: Total: $1,800,000.00 $3,042.00 $288.99 $3,330.99 3. The estate or interest in the land described or referred to in this Commitment and covered herein is: Fee Simple Estate as to Parcel 1 and an Easement only as to Parcel 2 4. Title to said estate or interest in said land is at the effective date hereof vested in: ~. a Washington Limited Liability Company 5. The land referred to in this commitment is described as follows: SEE EXHIBIT "A" ATIACHED HERETO Parcel 1: EXHIBIT "A" LEGAL DESCRIPTION Lot 3, City of Renton Short Plat No. 014-81, according to the short plat thereof recorded May 20, 1981 under Recording Number 8105209001, records of King County, Washington. Parcel 2: An easement for ingress and egress over the North 50 feet of Lot 2 of said Short Plat No. 014-81, as granted in instrument recorded under Recording No. 8609250079, records of King County, Washington. CvMMITMENT FOR TITLE INSURANCE SCHEDULE B Part I Schedule B of the policy or policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company: GENERAL EXCEPTIONS A. Taxes or assessments which are not shown as existing liens by the public records. B. (i) Unpatented mining claims; (ii) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (iii) water rights, claims or title to water; whether or not the matters described (i), (ii) & (iii) are shown in the public records; (iv) Indian tribal codes or regulations, Indian treaty or aboriginal rights, including easements or equitable servitudes. C. Extended coverage exceptions as follows: ( 1) Rights or claims of parties in possession not shown by the public records. (2) Easements, claims of easement or encumbrances which are not shown by the public records. (3) Encroachments, overlaps, boundary line disputes, or other matters which would be disclosed by an accurate survey and inspection of the premises and which are not shown by the public records. (4) Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished imposed by law and not shown by the public records. D. Any service, installation, connection, maintenance, tap, capacity, construction or reimbursement charges for sewer, water, electricity or other utilities, or for garbage collection and disposal. E. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this commitment. F. Any titles or rights asserted by anyone, including but not limited to persons, corporations, governments, or other entities, to tidelands, or lands comprising the shores or bottoms of navigable rivers, lakes, bays, ocean or gulf, or lands beyond the line of the harbor or bulkhead lines as established or changed by the United States Government, or riparian rights, if any. SPECIAL EXCEPTIONS FOLLOW CuMMITMENT FOR TITLE INSURANCE SCHEDULE B Part I SPECIAL EXCEPTIONS 1. Payment of Real Estate Excise Tax, if required. The property described herein is situated within the boundaries of local taxing authority of the City of Renton. Present Rate of Real Estate Excise Tax as of the date herein is 1.78% and the levy code is 2100. 2. General taxes: Year: Amount Billed: Amount Paid: Amount Due: First half delinquent May 1; Second half delinquent November 1: 2015 $19,680.26 $ 9,840.13 Tax Account No.: $ 9,840.13, plus interest and penalty if delinquent 302305-9118-02 Levy Code: Land: Improvements: 2100 $633,300.00 $917,100.00 Note: King County Treasurer, 500 4th Avenue, 6th Floor Admin. Bldg., Seattle, WA 98104 (206) 296-7300 Web Address: http://webapp.metrokc.gov/kctaxinfo/. 3. Current and/or advance personal property taxes that may become due upon transfer or sale of the premises herein described. Please contact the King County Treasurer's office for further information. 4. Liability for sewer treatment capacity charges that may be assessed but not disclosed in the public records. Please contact the King County Capacity Charge Department for further information at 206-296-1450. 5. Deed of Trust and the terms and conditions thereof: Granter: Panrica, Inc., a Washington corporation Trustee: Hanmi Law Offices. PS, a professional service corporation Beneficiary: Law Office of Solomon Kim, P. S., I. R. C. Section 1031 Exchange Facilitator (CSA, Amount Dated: Recorded: Recording No.: LLC, a Washington limited liability company, exchanger) $700,000.00 November 5, 2004 November 9, 2004 20041109000316 The amount now secured by said Deed of Trust and the terms upon which the same can be discharged or assumed should be ascertained from the holder of the indebtedness secured. Assignment of said Deed of Trust: Assignee: CSA LLC, a Washington Limited Liability Company Recorded: May 4, 2005 Recording No.: 20050504001144 Note: The vesting deed herein recorded under Recording Number 20080623000720, states said conveyance is not intended to cause a merger of the beneficial interest in said deed of trust with the fee title. 6. Any unrecorded leaseholds, right of vendors and holders of security interest on personal property installed upon said property, and right of tenants to remove trade fixtures at the expiration of the term. 7. Lien of unpaid governmental gambling taxes, if any, arising pursuant to RCW 9.46.110 (4). 8. Any trust, right, interest or cla .... that may exist, arise or be asserted against the Title herein under or pursuant to the Perishable Agriculture Commodities Act of 1930, as amended, 7 U.S.C.§499a, et seq., or any similar state or federal law. 9. Any trust, right, interest or claim that may exist, arise, or be asserted against the Title herein under or pursuant to the Packers and Stockyard Act of 1921, as amended, 7 U.S. C.§181, et seq., or any similar state of federal law. 10. Evidence of the authority of the individual(s) to execute the forthcoming document(s) for CSA LLC, a Washington Limited Liability Company, copies of the current operating agreement and any amendments thereto, should be submitted prior to closing. 11. Evidence of the authority of the individual(s) to execute the forthcoming document(s) for Equity Funding, LLC, a Washington Limited Liability Company, copies of the current operating agreement and any amendments thereto, should be submitted prior to closing. 12. Easement and the tenms and conditions thereof: Grantee: Puget Sound Traction, Light & Power Company Purpose: Electric transmission and distribution line Affects: The description contained therein is not sufficient to determine its exact location within the property herein described and other property. Recorded: December 13, 1916 Recording No.: ~ 13. Condemnation of access to state highway and of light, view and air by decree to the State of Washington: Entered In: King County Superior Court Number: 582233 14. Easement and the terms and conditions thereof: Grantee: Municipality of Metropolitan Seattle Purpose: Sewer trunk line with all necessary appurtenances Affects: A portion of the East 1 O feet Recorded: October 2, 1968 Recording No.: M.1415.6. 15. Easement and the terms and conditions thereof: Grantee: City of Renton Purpose: Water mains, fire hydrants, water meters and maintenance, repair and/or replacement Affects: Recorded: Recording No.: of same The description contained therein is not sufficient to determine its exact location within the property herein described. May 17, 1976 7605170692 An apparent duplicate of said instrument appears under Recording Number 8012290361. 16. Covenants, conditions and restrictions and easements contained in short plat: Recorded: May 20, 1981 Recording No.: 8105209001 17. Terms, covenants, conditions and/or provisions, if any, contained in the Parcel 2 easement serving said premises, as contained in instrument: Recorded: September 25, 1986 Recording No.. 8609250679 18. Easement and the terms and conditions thereof: Purpose: Cross-parking, landscaping and landscape maintenance Affects: Parking areas on Lot 2 and 3 of said short plat Recorded: October 3, 1989 Recording No.: 8910300874 19. Easement and the terms and conditions thereof: Grantee: City of Renton Purpose: Emergency access Affects: Portion of Lots 2 and 3 of said short plat Recorded: September 10, 1998 Recording No.: 9809100691 20. Easement and the terms and conditions thereof: Grantee: City of Renton Purpose: Water line and utility easement Affects: Northerly portion of the premises as delineated thereon Recorded: June 2, 2003 Recording No.: 20030602001850 21. Terms and conditions of survey recorded December 15, 1997 under Recording Number 9712159024. Said survey discloses the following: Un-named creek crossing said premises. 22. Rights of the State of Washington in and to that portion of the premises, if any, lying below the line of ordinary high water of the creek as said line exists today or may have existed in the past. 23. Any prohibition or limitation on the use, occupancy, or improvements of the land resulting from the rights of the public or riparian owners to use any waters which may cover the land or to use any portion of the land which is now or may formerly have been covered by water. 24. The right of use, control, or regulation by the United States of America in exercise of power over commerce, navigation and fisheries. 25. Any questions that may arise due to shifting or change of the line of ordinary high water of the creek or due to the creek having shifted or changed its line of ordinary high water. 26. Any question that may arise due to the shifting or change in the course of the creek or due to the creek having shifted or changed its course. 27. The attached Commercial Title Affidavit must be completed in full, notarized, and submitted to the Company for review prior to closing. END OF SPECIAL EXCEPTIONS Cv,.1MITMENT FOR TITLE INSURANvc SCHEDULE 8 Part II The following are the requirements to be complied with: ltem(a) ltem(b) Note: Format: Payment to or for the account of the granters or mortgagors of the full consideration for the estate or interest to be insured. Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record. Effective January 1, 1997, and pursuant to amendment of Washington state statutes relating to standardization of recorded documents, the following format and content requirements must be met. Failure to comply may result in rejection of the document by the recorder. Margins to be 3" on top of first page, 1" on sides and bottom, 1" on top, sides and bottom of each succeeding page. Font size of 8 points or larger and paper size of no more than 8 Y.-' by 14'. No attachments on pages such as stapled or taped notary seals, pressure seals must be smudged. -Information which must appear on the first page: Title or titles of document. If assignment or reconveyance, reference to auditor's file number or subject deed of trust. Names of grantor(s) and grantee(s) with reference to additional names on following page(s), if any. Abbreviated legal description (lot, block, plat name or section, township, range and quarter quarter section for unplatted). Assessor's tax parcel number(s). Return address which may appear in the upper left hand 3" top margin. NOTES: Cu""MITMENT FOR TITLE INSURANCE SCHEDULE 8 Part II NOTE A: In order to assure timely recording all recording packages should be sent to: Stewart Title Company 18000 International Blvd., Suite 500, Seatac, WA 98188 Attn: Recorder NOTE B: The description can be abbreviated as suggested below if necessary to meet standardization requirements. The full text of the description must appear in the document(s) to be insured. Lt3, C/Renton SP 014-81, Rec. No. 8105209001 NOTE C: Please be advised that extended coverage, which would delete paragraphs C, E and F from Schedule B Part 1 to this Commitment, is available for an additional charge (additional underwriting requirements may also apply). Advise your title officer in writing if you desire extended coverage. NOTE D: Recording fees charged by the county are billed as follows: Deeds of Trust $73.00 for the first page and $1.00 for each additional page. Deeds $72.00 for the first page and $1.00 for each additional page. Please add a $4.00 fee for electronic recording. NOTE E: The records of King County and/or our inspection indicate that the address of the improvement located on said land is 3650 East Valley Road, Renton, WA98057. NOTE F: In the event of cancellation, a cancellation charge may be made. NOTE G: There are no deeds affecting said land recorded within 24 months of the date of this report. NOTE H: We find no pertinent matters filed or recorded against Equity Funding, LLC, a Washington Limited Liability Company, proposed insured in this transaction. PS END OF SCHEDULE B Escrow Officer Location: Stewart Title Company Escrow Officer: Jay Pugh 1420 5th Avenue, Suite 440, Seattle, WA 98101 Phone: (206) 770-8819 Fax: (800) 426-4309 Email: JayPugh@stewart.com EXHIBIT 3 0) C -(/) X w 0) C ..... (/) X w EXHIBIT 4 Q) -0 (/) ..::£. 0 cu co Q) 0 C cu '--C w I l 8 8 8 8 8 8 g 8 8 8 8 8 g g g 8 8 8 <I <l <I <I <I <I EXHIBIT 5 L--------.0 ·,l)t,----------- 1------.1'".!ll------- L--.z116·.n ----; ~A S1" SI & N ! I 888~82 8 8 8888 8 8 g 8 8 8 <J <J <J <J <HJ --------Mli ~ g-,9Z:----------~ • ----.L-,l~------ --~.z:i ~·,€ ·---j - W~ST' SI ~I+/ --'! I --:~ ~\-~1 V/C/NTT'{ EXHIBIT 6 -l ~--··c, -·, -;. -, I ;J:f---1-----+-l · Pizvr)u"T[_D \/f\-!2-11'..r·-tcf_; fv/2.. ,c.7"])1 (-'OL-€.. ,S ic,1-.j "'oLo !Le(/' AFfL f:L.-IY1P..I,-) !t'.AT~/2-Y ,;, "5 0 E.. UA-L-L.£)' .~D f.E.Nicn,1 WA 9B007 i'-10Til.', . . .\ ;(,.Al7!71110Nf\L iz.rlf':i--r,' fOL.£.. 0[C,ir--\'-s r,Wf[U? (c:1foi"-L), -)I; c:'.Uf'-z.NTLY t,10 ~Y:l':>11~.:Jg__ crZoiJrl-17 Hu~l\Jt-'!lc-r-ff -:'.,ibNS' "AFK" Proposed Slgo (Old Keg Re5laurant5"1gn) -~ "Exhibit B" .,_.,. .~Mng pole signs In close proximity of proposed location. ~ I PRDDFDISCL4/MER. J B •Ollt""1o•l•f\llLYRESPOIISIBLEl<>1flNl~..t~approvalpok,rtu1ho,pt<>duttlonp1tu;•,..._ ·5l!MlirelsHOTU"81.fl:or,monl!l~f"lllprodut.1~......iby"'!folthi=lollowt,,y"'•-..:Mf:u,-!Ur,g,-.PIHlct11111fo1LWrrtn,hlw,,rlr , 1.AJldellgnsa,,~1ol~p,QPe11YofS~IVITUC.1rd1Ntnotb~iep«ldut!dar\lSl!dlnan,W6fwlllloutlh!Wlf.1nnpj!rm/ukir,1itdt'«IWNol51gr,MAITTLLC. ~-·--~ M ~ Pl,auueodd/Jofthefollow/,agopthimandrh,11chW(onlyONE! ·mF,~;~yop-;:t,~-:!~i; .. ~~v;~!1:i,"!!~~ 98m i o The1~~t':f.~~~!=i~=tt~:=1~~=~1~erron®lhls~pp,~~prwf~lbi!produced www.s1gnmartus.a com O TlllsJobma;ybeset1ttoprodl/Olllnwmi~att,sc;hed01ANGES, CustoMllr..AEIS" Dakl;J...17_14 Rep~ D Ple11nmalruheuiadledch.inlll!Sanchubmlt1newproof. 1 Slgr,atun1: Oate: _____ _ IPlll)8Ct~ AloNarreJ-17-HAFl(prhl Pleasefti1trhlscornp/etedd,xument\\lllhlt1srgn~JrrddatedptoolslD:i60-428-4975forpro«sstng Sheetlofl::;,.,.,r;;;;, ~ ,..-,i"='"""'""'-<>··,· ... "...-s- r~EC:f i,/,c1:1 CfTYOf PIANi~•'J' m >< ::c M m ~ .... EXHIBIT 8 VARIANCE REQUEST JUSTIFICATION The subject of this application is a variance for two existing pole signs, one of which is located on the northwesterly portion of the property, and the other of which is located on the northeasterly portion of the property. The property is bordered on the west by East Valley Road and on the east by Highway 167. The northwesterly pole sign is located near East Valley Road and the northeasterly pole sign is located near Highway 167. (1) The Highway 167 Sign. The northeasterly pole sign is visible from Highway 167 and has been in place for more than 1 O years. The sign is on a pole that is about 25 feet high and the sign itself adds another approximately 12 feet in height and is about 13 feet wide at its widest point. When added to the height of the base of the sign the overall height above ground is estimated at 40 feet. Apparently the sign was installed prior to the construction of the existing building. As a result, there is currently no way to get heavy equipment to the sign for its removal. Other means would need to be employed which would most likely require a crane of sufficient size to reach over the building. Such a crane is, of course, available but would be unduly expensive. On the other hand, use of the sign will give the property visibility and will help draw business which it is hoped will make for a successful operation. The sign itself will not be changed except to the extent that it will be labeled to reflect the Fortune Poker brand and the lighting will be changed to LED bulbs. Numerous properties in the area, including the Clarion Hotel right next door, have been allowed to use pole signs on the Highway 167 side so approval of this variance will not give the applicant anything other businesses are not already using. (2) The East Valley Road Sign. The northwesterly pole sign is visible from the East Valley Road. The sign is on a pole that is about 13 feet high and the sign itself adds another approximately 6 feet in height. The sign is about 7 feet wide. When added to the height of the base of the sign the overall height above ground is estimated at 20 feet. The sign itself will not be changed except to the extent that it will be labeled to reflect the Fortune Poker brand and the lighting will be changed to LED bulbs. The improvements on the property are set well back from the East Valley Road and, as a result of the neighboring buildings being set much closer to the East Valley Road, the building on the subject parcel is not visible until a person is right in front of the property. Signage is really the only way to fix the visibility problem which is why the variance is being sought. In addition, other properties in the area have pole signs on the East Valley Road that literally dwarf the sign being discussed here. The elixir eatery, Harley Davidson and Renton Honda pole signs are all on the East Valley Road and are much larger. As a result, approval of this variance will not give the applicant anything other businesses are not already using. EXHIBIT 9 DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT ADMINISTRATIVE VARIANCE REPORT & DECISION A. SUMMARY AND PURPOSE OF REQUEST REPORT DATE: Project Name: Project Number: Project Manager: Owner: Applicant: Contact: Project Summary: Project Location: Exist. Bldg. Area SF: Site Area: April 21, 2014 AFK Elixirs and Eatery Sign Variance LUA14-000368, V-A Jill Ding, Senior Planner Yang Investment, LLC, 15533 SE 79th Place, Newcastle, WA 98059-9228 AFK Tavern, Inc., 1510 41'' Street, Everett, WA 98201 Garth Thompson, Signmart USA, 1515 Freeway Drive, Suite A, Mt. Vernon, WA 98273 The applicant is requesting Administrative Approval of a Sign Variance. Applicant proposes to reuse an existing 26-foot tall pole sign within the Commercial Arterial (CA) Zone and Urban Design District D. RMC4-4-100.G.5 prohibits pole signs within Urban Design Areas. The sign was previously used by The Keg restaurant, and is considered to be non-conforming. The applicant proposes to reuse the sign and renovate the existing cabinet in order to add their business logo, design and name "AFK" and "elixirs and eatery" to the sign. The sign would have an area of 101 square feet. 3750 E Valley Road 8,460 SF Proposed New Bldg. Area (footprint): N/ A 73,020 SF Total Building Area GSF: 8,460 SF Project Location Map Variance Report14-000368 DEPARTMENT OF COMMUNIT'f AND ECONOMIC DEVELOPMENT ADMINISTRATIVE VARIANCE REPORT & DECISION .. eor..-.iet:JRRENeE A. SUMMARY AND PURPOSE OF REQUEST \ DATE REPORT DA TE: Project Nome: Project Number: Project Manager: Owner/Applicant: Contact: Project Summary: Project Location: Exist. Bldg. Area SF: Site Area: December 21, 2015 1 ,.,_,,AME l~ITIA /f!._ATE ~ ~ Fortune Poker Pole Signs Variance v,-,, .~ T 11 l LUA15-000810, V-A \ ) Kris Sorensen, Associate Planner Ausdrey LLC, 13401 Bel-Red Rd, Suite A-7, Bellevue, WA 98005 Burce Berreth, 13401 Bel-Red Rd, Suite A-7, Bellevue, WA 98005 The applicant is requesting Administrative Approval of a Sign Variance. The applicant proposes to reuse two existing pole signs within the Commercial Arterial (CA) Zone and Urban Design District D. RMC 4-4-100.G.5 prohibits pole signs within Urban Design Areas. The signs were used by the previous building tenant, Royce Coffee and Lounge, and are considered to be non-conforming. The applicant proposes to reuse the signs, renovate the existing cabinets, paint the poles, and switch the interior lights to light emitting diode (LEDs). The site is located in the seismic hazard area. A wetland/creek is located along the southerly border of the site and outside of the two pole sign locations. 3650 E Valley Road 8,002 SF Proposed New Bldg. Area (footprint}: N/A 76,033 SF Toto/ Building Area GSF: 8,002 SF Project Location Map Variance Report 15-000810LUA15-000810 Ff Cltv:oF RENTON DEl'ARTMENT OF COMMUNITY & E£0NOMIC:~EVELOPMENT, PLANNING DIVISiOIII . . -AIJIOAVITOFSERVICE BY MI\ILllifG . ,,• 1;i'; '' :,-:. On the 30th day of November, 2015, I deposited in the mails of the United States, a sealed envelope containing Notice of Application and Acceptance documents. This information was sent to: Bruce Bereth Contact Ausdrey, LLC Owner 300' Surrounding Property Owners See Attached (Signature of Sender): STATE OF WASHINGTON Notary (Print): ___ Yb\4_11b~l _._1;.._...eru~2«:S:~~---------- My appointment expires: ¥.J.. dqr J.Ql 'f Fortune Poker Pole Signs Variance LUAlS-000810, V-A template -affidavit of service by mailing ------~Rf ntOll © NOTICE OF APPLICATION A Master Application has been filed and accepted with the Department of Community & Economic Development (CED) -Planning Division of the City of Renton. The following briefly describes the application and the necessary Public Approvals. DATE DF NOTICE DF APPLICATION, PROJECT NAME/NUMBER: November 30, 2015 Fortune Poker Pole Signs Variance/ LUAlS-000810, V-A PROJECT DESCRIPTION: Applicant proposes to reuse two existing pole signs within the Commercial Arterial (CA) Zone and Urban Design District D. RMC 4-4-100.G.5 prohibits pole signs within Urban Design Areas. The west pole sign is 27 feet in height and the east pole sign is 40 feet in height. The signs were used by the previous building tenant, Royce Coffee and Lounge, and are considered to be non-conforming. The applicant proposes to reuse the two pole signs and renovate the existing cabinets. The cabinet on the pole on the east side of the site facing Highway 167 would be renovated in order to add their logo and the words "Poker," "Restaurant," and "Bar" to the sign. The sign would have an area of approximately 230 square feet. The sign cabinet on the pole on the west side of the site facing East Valley Rd would be renovated in order to add their logo, their name "Fortune Poker," and "Restaurant & Bar." The sign would have an area of approximately 100 square feet. The site is located in the seismic hazard area. A wetland is located along the southerly border of the site and outside of the two pole sign locations. No other site improvements are proposed. PROJECT LOCATION: 3650 East Valley Rd PERMITS/REVIEW REQUESTED: Variance APPLICANT/PROJECT CONTACT PERSON: Bruce Bereth/13401 Bel-Red Rd./Bellevue, WA 98005/206-227-6898 Comments on the above application must be submitted in writing to Kris Sorensen, Associate Planner, Department of Community & Economic Development, 1055 South Grady Way, Renton, WA 98057, by 5:00 p.m. on December 14, 2015. If you have questions about this proposal, or wish to be made a party of record and receive additional notification by mail, contact the Project Manager at {425) 430-6593. Anyone who submits written comments will automatically become a party of record and will be notified of any decision on this project. PLEASE INCLUDE THE PROJECT NUMBER WHEN CALLING FOR PROPER FILE IDENTIFICATION DATE OF APPLICATION: NOVEMBER 12, 2015 If you would like to be made a party of record to receive further information on this proposed project, complete this form and return to: City of Renton, CED, Planning Division, 1055 South Grady Way, Renton, WA 98057. File Name/ No.: Fortune Poker Pole Signs Variance/ LUA15-000810, V-A NAME:---------------------------------- MAILING ADDRESS: _______________ City/State/Zip: __________ _ TELEPHONE NO.: -------------- 1253600010 PENI RAE C LLC 3820 EAST VALLEY HWY S RENTON, WA 98055 1253600030 ACT Ill THEATRES 7132 REGAL LN KNOXVILLE, TN 37918 3023059117 SUNG WON CO LLC 1100 106TH AVE NE #610 BELLEVUE, WA 98004 1253600020 LANPHERE PROPERTIES I LLC PO BOX 728 BEAVERTON, OR 97075 3023059082 YANG INVESTMENT LLC 9115 NE JUANITA DR KIRKLAND, WA 98034 1253600020 LANPHERE PROPERTIES I LLC 3715 East Valley Rd Renton, WA 98057 3023059104 PUBLIC STORAGE PO BOX 25025 GLENDALE, CA 91201 AUS DREY LLC 13401 BEL-RED RD #A7 BELLEVUE, WA 98005 Bruce Bereth 13401 Bel-Red Rd Bellevue. WA 98005 ----~ NOTICE OF APPLICATION ~~o~·:1::t::~;,~o~ ~;;.fl::~:~~:1~1::~:~~!,r:;;,~"!ZP~~onno::~:~:=~ Pubil<ApprovaiL PLEASE INCLUDE THE PROJECT NUMBER WHEN CALLING FOR PROPER FILE IDENTIFICATION \~;u,:~~~::~:~:::A:.:,~~'7i,~ni:;:=':'sl~':;:~,;;:.:.•=~:':t'mpmle th" FlleNamo/NO .. FortUnoPD<drPoloSlgnsV.~•nte/lUA15-(ll[llllO,V-,. ________ uty/5i.te/Zlp: _____ _ T~lCP~OtlEOO.: ______ _ CERTIFICATION I, Kn '.J ,ro~ . hereby certify that__;___ copies of the above document were posted in-+-conspicuous places or nearby the described property on Date: / f /30 / ( S Signed: ~S: &v<-;r--<--~ I { STATE OF WASHINGTON ss COUNTY OF KING I certify that I know or have satisfactory evidence that k ,ris Socens:m signed this instrument and acknowledged it to be his/her/their free and voluntary act for the uses and P.l\~ooses mentioned in the instrument. ,,,"" \\\\111, Da~ I t}r;~ t,\ ;:0 f,'l! t;::: ( ) : :t , •"' ::,= ;z, ;. Notary Print : Hp 1,\\14,l ?(71.v«s --,,,,., Pl) ~· = ~ ~ V -+,la .,_ ;,,,.,. .... !!~~ _.,.= My appointment expires: ___ _,4....,..~\"l'-"'\"5"'-'f'--"'d-::..__,"t+, ....::Jo=l""'7'------ 111,, ,,;,-'1'rE Of ,.----U 1,,,,,,, ,,, IS Sabrina Mirante From: Sent: To: Subject: Kris Sorensen Tuesday, December 08, 2015 8:23 AM Sabrina Mirante FW: LUAlS-000810, Name-Fortune Poker Pole Signs Variance, Site-3650 East Valley Rd Please print and add to yellow file. Thank you. From: Roberta Graver Sent: Monday, December 07, 2015 1:36 PM To: Vanessa Dolbee; Kris Sorensen Cc: Leslie A Betlach Subject: LUAlS-000810, Name-Fortune Poker Pole Signs Variance, Site-3650 East Valley Rd LUAlS-000810, Name-Fortune Poker Pole Signs Variance, Site-3650 East Valley Rd ENVIRONMENTAL IMPACT COMMENTS {from Community Services) 1. There are no impacts to Parks. Please include these comments in the "Energov" system far this LUA. '/<pherta graver Administrative Assistant to Terry Higashiyama Community Services Department -City of Renton P: {425)430-6604 I F: (425) 430-6603 I rgraver@rentonwa.gov R-, CITYOF ~ --------enton~ NOTICE OF APPLICATION A Master Application has been filed and accepted with the Department of Community & Economic Development (CED} -Planning Division of the City of Renton. The following briefly describes the application and the necessary Public Approvals. DATE DF NOTICE OF APPLICATION: November 30, 2015 PROJECT NAME/NUMBER: Fortune Poker Pole Signs Variance/ LUA15-000810, V-A PROJECT DESCRIPTION: Applicant proposes to reuse two existing pole signs within the Commercial Arterial (CA) Zone and Urban Design District D. RMC 4-4-100.G.5 prohibits pole signs within Urban Design Areas. The west pole sign is 27 feet in height and the east pole sign is 40 feet in height. The signs were used by the previous building tenant, Royce Coffee and Lounge, and are considered to be non-conforming. The applicant proposes to reuse the two pole signs and renovate the existing cabinets. The cabinet on the pole on the east side of the site facing Highway 167 would be renovated in order to add their logo and the words "Poker," "Restaurant/ and "Bar" to the sign. The sign would have an area of approximately 230 square feet. The sign cabinet on the pole on the west side of the site facing East Valley Rd would be renovated in order to add their logo, their name "Fortune Poker," and "Restaurant & Bar." The sign would have an area of approximately 100 square feet. The site is located in the seismic hazard area. A wetland is located along the southerly border of the site and outside of the two pole sign locations. No other site improvements are proposed. PROJECT LOCATION: 3650 East Valley Rd PERMITS/REVIEW REQUESTED: Variance APPLICANT/PROJECT CONTACT PERSON: Bruce Bereth/13401 Bel-Red Rd./Bellevue, WA 98005/206-227-6898 Comments on the above application must be submitted in writing to Kris Sorensen, Associate Planner, Department of Community & Economic Development, 1055 South Grady Way, Renton, WA 98057, by 5:00 p.m. on December 14, 2015. If you have questions about this proposal, or wish to be made a party of record and receive additional notification by mail, contact the Project Manager at (425) 430-6593. Anyone who submits written comments will automatically become a party of record and will be notified of any decision on this project. PLEASE INCLUDE THE PROJECT NUMBER WHEN CALLING FOR PROPER FILE IDENTIFICATION DATE OF APPLICATION: NOVEMBER 12, 2015 NOTICE OF COMPLETE APPLICATION: NOVEMBER 30, 2015 If you would like to be made a party of record to receive further information on this proposed project, complete this form and return to: City of Renton, CED, Planning Division, 1055 South Grady Way, Renton, WA 98057. File Name/ No.: Fortune Poker Pole Signs Variance/ LUAlS-000810, V-A NAME:---------------------------------- MAILING ADDRES5: _______________ City/State/Zip: __________ _ TELEPHONE NO.: -------------- -~~~t----Denis Law C' f ~ -~Mayo~, ---~1Yl@)l]l November 30, 2015 Bruce Bereth 13401 Bel-Red Rd Bellevue, WA 98005 Community & Economic Development Department C.E."Chip"Vincent, Administrator Subject: Notice of Complete Application Fortune Poker Pole Signs Variance, LUAlS-000810, V-A Dear Mr. Bereth: The Planning Division of the City of Renton has determined that the subject application is complete according to submittal requirements and, therefore, is accepted for review. Prior to that review, you will be notified if any additional information is required to continue processing your application. Please contact me at (425) 430-6593 if you have any questions. Sincerely, Kris Sorensen Associate Planner cc: Ausdrey, LLC / Owner(s) Renton City Hall • 1055 South Grady Way • Renton, Washington 98057 • rentonwa.gov CITY OF RENT( DEPARTMENT OF COMMUNITY & ECONOMIC DEVELOPMENT MEMORANDUM Date: December 8, 2016 To: City Clerk's Office From: Sabrina Mirante Subject: Land Use File Closeout Please complete the following information to facilitate project closeout and indexing by the City Clerk's Office. ~ p~~-~,$-:~wF_~_rt_u_n_e_P_o_k_e_r_P_o_le-S-ig_n_s ___ O_',l)ltlJWH1-%V'-""~"''1*NJW\mm,m%1llmi:Bf'mW\iii,¥~"'~~"!±1 j LUA (file) Number: LUA15-000810, V-A I Cross-References: ~ AKA's: i Project Manager: Kris Sorensen November 30, 2015 \1 Acceptance Date: ;,---'------------------------------------'ii I Applicant: Owner: Bruce Bareth Ausd rey, LLC , Contact: Mail Mai, Fortune Renton PID Number: 3023059118 ERC Determination: Date: Appeal Period Ends: minis ra 1ve D ec1s1on: A pprove WI on 1 ions a e: d ·th C dT D t D ecem er ' b 21 2015 Appeal Period Ends: Janua!:i 4, 2016 Public Hearing Date: Date Appealed to HEX: By Whom: HEX Decision: Date: Appeal Period Ends: Date Appealed to Council: By Whom: Council Decision: Date: Mylar Recording Number: : Project Description: Applicant proposes to reuse two existing pole signs within the Commercial Arterial (CA) Zone and Urban Design District D. RMC 4-4-100.G.5 prohibits pole signs within Urban Design Areas. The west pole sign is 27 feet in height and the east pole sign is 40 feet in height. The signs were used by the previous building tenant, Royce Coffee and Lounge, and are considered to be non-conforming. The applicant proposes to reuse the two pole signs and renovate the existing cabinets. The cabinet on the pole on the east side of the site facing Highway 167 would be renovated in order to add their logo and the words "Poker," "Restaurant," and "Bar" to the sign. The sign would have an area of approximately 230 square feet. The sign cabinet on the pole on the west side of the site facing East Valley Rd would be renovated in order to add their logo, their name "Fortune Poker," and "Restaurant & Bar." The sign would have an area of approximately 100 square feet. The site is located in the seismic hazard area. A wetland is located along the southerly border of the site and outside of the two pole sign locations. No other site improvements are orooosed. I I I i ' t l I I Location: 3650 East Valley Rd Comments: ,_ ____ ,,_, __ M"O-----·--------~---®Mf!%i®ll-M ERC Determination Types: DNS -Determination of Non-Significance; DNS-M -Determination of Non-Significance-Mitigated; DS -Determination of Significance. DEPARTMENT OF COMMUNl1 'f AND ECONOMIC DEVELOPMENT Print form Reset Form SJV(> Form Itenton© Planning Division LAND USE PERMIT MASTER APPLICATION PROPERTY OWNER($) PROJECT INFORMATION NAME A 1.1,f; rn£_ '-f LLr PROJECT OR DEVELOPMENT NAME Fc,<..,v...~~ vb'£EIL PROJECT/ADDRESS(S)/LOCATION AND ZIP CODE ADDRESS ~ \'.3Lj C)) ~Lr~1t--:i. CITY: "b6.uru "'~ ZIP: '?&,os-'°J'-<"u E:. ,..)1-1.u?i f-,p 'U.J~9&q- TELEPHONE NUMBER: 20<>-Z'Z "1----b9i9p_ KING COUNTY ASSESSORS ACCOUNT NUMBER(S) APPLICANT (if other than owner) NAME EXISTING LAND USE(S): \){«-<.__k, ... ;y-~CA~ PROPOSED LAND USE(S): COMPANY (1f applicable): c~ a.:......, 't ,e_c5~......,, EXISTING COMPREHENSIVE PLAN MAP DESIGNATION: ADDRESS· C""-v.... CITY· ZIP: PROPOSED COMPREHENSIVE PLAN MAP DESIGNATION ! (if applicable) ~"So~ EXISTING ZONING: TELEPHONE NUMBER CF>, CONTACT PERSON PROPOSED ZONING (if applicable): Nt>"slc NAME. 12,12.-v.£ ~-11.LfJl+- SITE AREA (in square feet): SQUARE FOOTAGE OF PUBLIC ROADWAYS TO BE COMPANY (if applicable): DEDICATED: SQUARE FOOTAGE OF PRIVATE ACCESS EASEMENTS ADDRESS: \'3,4c> ( 17._<'."1--'!.t::D ~,il, CITY '7Cli..E:\j \,(_C. ZIP 9~1 i TELEPHONE NUMBER AND EMAIL ADDRESS: I I z_~-72... 7--C. 8Js. I I I PROPOSED RESIDENTIAL DENSITY IN UNITS PER NET I ACRE (1f applicable) ~UMBER OF PROPOSED LOTS (If applicable) I NUMBER OF NEW DWELLING UNITS (if applicable) -~ H :\CE D\Data \Forms-T em plates\Self-Help Handouts \Plan ni ng\Master Application.doc Rev: 08/2015 PROJECT INFORMATION continued --------------------~ ,-------------------~ I NUMBER OF EXISTING DWELLING UNITS (if applicable) SQUARE FOOTAGE OF PROPOSED RESIDENTIAL BUILDINGS (11 applicable) ~1>' 2 I § 5:£" SQUARE FOOTAGE OF EXISTING RESIDENTIAL BUILDINGS TO REMAIN (ifapphcable): SQUARE FOOTAGE OF PROPOSED NON-RESIDENTIAL BUILDIN~J:_t ~~) e::,c:s:::; <:_ ~_o;- SQUARE FOOTAGE OF EXISTING NON-RESIDENTIAL BUILDINGS TO REMAIN (if applicable)· NET FLOOR AREA ON NON-RESIDENTIAL BUILDINGS (if applicable): NUMBER OF EMPLOYEES TO BE EMPLOYED BY THE NEW PROJECT (1f applic~ble) _ _ __ J ~~- PROJECT VALUE --------------------1 IS THE SITE LOCATED IN ANY TYPE OF ENVIRONMENTALLY CRITICAL AREA. PLEASE INCLUDE I SQUARE FOOTAGE (if applicable): .J AOUIFIER PROTECTION AREA ONE ::J AQUIFIER PROTECTION AREA TWO ::J FLOOD HAZARD AREA ___ sq.ft ::J GEOLOGIC HAZARD ___ sq.ft. ::J HABITAT CONSERVATION ___ sq.ft ::J SHORELINE STREAMS & LAKES ___ sq.ft. ::J WETLANDS ___ sq.ft. LEGAL DESCRIPTION OF PROPERTY /Attach leaal descriotion on seoarate sheet with the following information included) SITUATE IN THE QUARTER OF SECTION __ , TOWNSHIP __ , RANGE __ , IN THE CITY OF RENTON, KING COUNTY, WASHINGTON AFFIDAVIT OF OWNERSHIP I, (Print Name/s) Mfr/(__ Mk-( . declare under penalty of perjury und',.[.lbll laws of the State of Washington that I am (please check one) 0 the current owner of the property involved in this application or L.41 the authorized representative to act for a corporation (please attach proof of authorization) and that the foregoing statements and answers herein contained and the information herewith in all respects true and correct to the best of my knowledge and belief Date Signature of Owner/Representative Date STATE OF WASHINGTON ) ) ss COUNTY OF KING ) I certify that I know or have satisfactory evidence that MIA. I' I /v1 ll ( signed this instrument and acknowledge it to be h1s/her/the1r free and voluntary act for the uses and purpose mentioned in the instrument. Dated 1 My appointment expires· H:\CED\Data\Forms-Templates\Self-Help Handouts\Planning\Master Application.doc Rev: 08/2015 DEPARTMENT OF COMMUNITY AND ECONOMIC DEVELOPMENT WAIVER OF SUBMITTAL REQUIREMENTS FOR LAND USE APPLICATIONS Planning Division 1055 South Grady Way-Renton, WA 98057 Phone: 425-430-7200 I wv,1w.rentonwa,Ji\E LAND USE PERMIT SUBMITTAL REQUIREMENTS: WAIVED MODIFIED COMMENTS: BY: BY: Arborist Report 4 (L,S- Biological Assessment 4 ___ _..__.. Calculations 1 ,., (. !. I. Colored Maps for Display 4 /e, 5 ;-1,,,;;;,~::.; !« (,,.-,,-;,Prsi,h1s-'/Au f Construction Mitigation Description 2••0• ',~ re'!''. Vl"cv, Deed of Right-of-Way Dedication 1 Density Worksheet 4 t<; Drainage Control Plan 2 Drainage Report 2 ! I I '. ' i , ----·--·------·------·----------- Elevations, Architectural,..04 1/5 i Vv' ":1:C 7-,,;_ r> : 0 v?u5-:/) .S.(;,/4. Environmental Checklist 4 i re t1rJu w rl. I Existing Covenants (Recorded Copy)"""' Existing Easements (Recorded Copy) 1AN0• Flood Hazard Data 4 f:::--5 I / . /} Floor Plans, ••o• /::.. 5 I l1f<.1 'r,L1 ;, ;vft;,{, l.'.uJ,iv:, Geotechnical Report ZAND, /L--S I J I Grading Elevations & Plan, Conceptual 2 Grading Elevations & Plan, Detailed 2 I Habitat Data Report 4 r:.:; Improvement Deferral, t -·--·-"-"" --~-· --------~-.. -·- I Irrigation Plan 4 ! I - DATE: __ {_0+/_ 1 c_:;+/-''l_c._7 ______ _ I ; H:\CED\Oata\Forms-Templates\Self-He!p Handouts\P!anning\Walversubmittalreqs.docx Rev: 08/2015 : Letter of Understanding of Geological Risk 4 Map of Existing Site Conditions, : Master Application Form, Monument Cards (one per monument) 1 Neighborhood Detail Map, Overall Plat Plan, Parking, lot Coverage & Landscaping Analysis, : Plan Reductions (PMTs), ' Post Office Approval 1 : Plat Name Reservation, i Plat Plan 4 i Preapplication Meeting Summary 4 : Public Works Approval Letter, ; Rehabilitation Plan 4 WAIVED MODIFIED BY: BY: COMMENTS: -------·--1 5 I --1-- -----t---------------·-··- I i ------------------1 Screening Detail 4 Shoreline Tracking Worksheet 4 ----~-------·---·-----·--------------------+-------+-------------------, Site Plan 1 AND 4 ! ----------------·-'"·-- Stream or Lake Study, Standard 4 --.... Stream or Lake Study, Supplemental, t-------------------·---·--1-----t--------------··-- Stream or Lake Mitigation Plan, Street Profiles 1 Title Report or Plat Certificate 1 ""' Topography Map, rrafflc St_u_d_Y_, _____________ ----1------l----------+----------------- 1 Tree Cutting/Land Clearing Plan 4 ___ __j_ Urban Design Regulations Analysis, --I Utilities Plan, Generalized 1 Wetlands Mitigation Plan, Final , i Wetlands Mitigation Plan, Preliminary, -- f !: \CE D\Data \Forms-T em piates\Se:if-H eip Handou ts\Plannmg\ Wil1versubm ittJ lreas. docx Hev: 08/?:015 LAND USE PERMIT SUBMITIAL REQUIREMENTS: Wetlands Report/Delineation 4 Wireless: Applicant A~!~_r11ent Statement 1 AND 3 ~.~~~?'.! _of Existing Sites ~ AND 3 Lease Agreement, Draft 1 AND l This Requirement may be waived by: 1. Property Services 2 Development Engineering Plan Review 3 Building 4 Planning WAIVED BY: MODIFIED BY: H:\CEC\JatJ\Forrns Temp la tes.\Se·f f-!e!p Hancouts\P ann :ng\Wa\,e 'SLbrnitta/reqs.doo: COMMENTS: Rev: 08/2015 1. 2. 3. PERMANENT SIGN APPLICATION Job Site Addres.s: 36So Value cf work to be performed: Tenant Name: .. ~fuv +u_v].<_ __ Development Services Division 1055 South Grady Way-Renton, WA 98057 Phone: 425-430-7200 www.rentoriwa.gov www.MyBuildingPermit.com Suite/Room#: q[jo.s_3 N/ft-- 4. Contact Person: Jotr'.L. __ YroJ1 _ Phone: 7-ob-4Ul =t-t;'J'_.,_ Email: 4c,<>_n@1111tr_v?Jua.h:' { fh1s is the person we will contact when the permit is ready to issue.) 0 LOW 5. Contractor's Name I.. \;\j_,_\:<;', ... S1c),;Lt, --Phone: '-L/'~_c:_:i )0 : __ _j -_12j- Street Address: _ 1,;,-1 Q :_,,.. Jj!Al~ Qq !t-A:-.. City/State: L'-f r1Y\ v\/ ,>c,\ Zip: Cf 'B cJ •:l'--'.:\- 6 State of Washington Contractor's License# (Required): I c.. 7. 8. 9. Contractor's City of Renton Business License# (Required): Property Owner 'T IJ-f)C11~7 Ylta-· . Street Address: \ }'.:J:cJ I fJ:cc.\ 12,.{ _it_G· li:ity/State: TYPE OF SIGN ~It= :_, ProJecting = Awning/Canopy = Marquee :J Roof ~ Monument j ~~,e ~ Decorative Real Estate Flag(s) #OF SIGNS SQ. FOOTAGE 2-dJ c)1z_. 0tb66 ci,: + • r\ Zip: "/SL c\- j ILLUMINATED* ! PERMIT FEE** . !R: ,es f ~.1..;.,J t -f $125.00 per Tenant l ~ Yes No Yes t c_) No (for any number r ~: -t'--- Yes No of signs) :.:.: Yes No f = Yes No $175.00 per Sign '~ Yes ( No f --1 $50.00 per Entrance ' _: Yes No *If signs are illuminated please include an Electrical Permit Appl:cat 1on ••+Add an Additional 3% Technology Surcharge to Colculated Fee Awnings that have signage on them require a Building Permit as well as a Sign Permit. Those that do not contain signage need a Building Permit only. I certify that the information on this application furnished by me is true and correct and that the applicable requirements of the City of Renton will be met I understand that this application is valid for six (6) months from the application date. If a permit is not issued during this time period, the application will become void. This application does not constitute a permit to work. Work is not to commence until electrical permit IS posted on premises where work is to be performed. Certification is hereby rendered that no work is to be done except as described, and that all work shall conform to the applicable codes Work in public rights of way and/or utility easements are not authorized under this application. Applicant Signature: Date Legal description of property located at 3650 East Valley Road, Renton, Washington: Lot 3, City of Renton Short Plat No. 014-81, according to the short plat thereof recorded May 20, 1981, under Recording Number 8105209001, records of King County, Washington; VARIANCE REQUEST JUSTIFICATION The subject of this application is a variance for two existing pole signs, one of which is located on the northwesterly portion of the property, and the other of which is located on the northeasterly portion of the property. The property is bordered on the west by East Valley Road and on the east by Highway 167. The northwesterly pole sign is located near East Valley Road and the northeasterly pole sign is located near Highway 167. (1) The Highway 167 Sign. The northeasterly pole sign is visible from Highway 167 and has been in place for more than 10 years. The sign is on a pole that is about 25 feet high and the sign itself adds another approximately 12 feet in height and is about 13 feet wide at its widest point. When added to the height of the base of the sign the overall height above ground is estimated at 40 feet. Apparently the sign was installed prior to the construction of the existing building. As a result, there is currently no way to get heavy equipment to the sign for its removal. Other means would need to be employed which would most likely require a crane of sufficient size to reach over the building. Such a crane is, of course, available but would be unduly expensive. On the other hand, use of the sign will give the property visibility and will help draw business which it is hoped will make for a successful operation. The sign itself will not be changed except to the extent that it will be labeled to reflect the Fortune Poker brand and the lighting will be changed to LED bulbs. Numerous properties in the area, including the Clarion Hotel right next door, have been allowed to use pole signs on the Highway 167 side so approval of this variance will not give the applicant anything other businesses are not already using. (2) The East Valley Road Sign. The northwesterly pole sign is visible from the East Valley Road. The sign is on a pole that is about 13 feet high and the sign itself adds another approximately 6 feet in height. The sign is about 7 feet wide. When added to the height of the base of the sign the overall height above ground is estimated at 20 feet. The sign itself will not be changed except to the extent that it will be labeled to reflect the Fortune Poker brand and the lighting will be changed to LED bulbs. The improvements on the property are set well back from the East Valley Road and, as a result of the neighboring buildings being set much closer to the East Valley Road, the building on the subject parcel is not visible until a person is right in front of the property. Signage is really the only way to fix the visibility problem which is why the variance is being sought. In addition, other properties in the area have pole signs on the East Valley Road that literally dwarf the sign being discussed here. The elixir eatery, Harley Davidson and Renton Honda pole signs are all on the East Valley Road and are much larger. As a result, approval of this variance will not give the applicant anything other businesses are not already using. PROJECT NARRATIVE Project Name: Fortune Poker Site Location: 3650 East Valley Road Renton, WA 98057 Site Size: 76,033 square feet Land use permits required: None Zoning designation: Commercial Arterial (CA) Current Use: Vacant Building Soil type and drainage: Silt loam, pasture Proposed Use: The existing 8,002 square foot, two story, commercial building will be renovated and used as a poker room, restaurant and lounge. Plats: nla Off-site improvements: none Estimated construction costs: $125,000(0riginal construction costs to build a 2 pole sign) Estimated value of project: $55,000 Fill and excavation: none Trees to be removed: none Land dedicated to the City: none Job shacks, trailers, etc.: none Proposed modifications: None, except tenant improvements to the existing building. S:l :;: w "' 0::: z ~ ,_ 0 "' :;: "' ::c co ·IL····· IH SW27THST IM RC IH SW34THST IH IL ,,.,.. IM ZONING MAP BOOK PLANNING -TECHNICAL SERVICES PRINTED DATE: 10/03/2013 Thladocumantlsagraphk:reprasentation,not gus111teedtosurveyaccll"acy,a'ldlsbased onlhabestinformalonevaUableaarlthedale shcwn.ThlamaplslnlendadbCltydispl.ay purposes1;1nly: Community & Economic Oevefoprnent C,l,'c/rlp"Vlncwlr A~~ -~,.,. i,"1, .fi -----Le:rlWil ~ "' ~ :! "".§ ~ ~-·· CA G3E 19 T23N R5E E 1/2 0 420 h.!;-1 1:9,390 R-14 840 !Feet 30T2JN R5EE1/2 Page5Sof80 CltyLlmlb c:JfCV)CenterVlllage c:](R-B)R&SidentiaJBdUJac C.'J RENTON c::J pH) lndui.tnal Hea.,y D (RC) Re80Urat Conse1Valion zonlngDelignalion c:]QL)1Musb1afl..Jght 0{RM-F) Reslclenlia!'-tll!l-fa"Tilly CJ (CA) Commarclal Artarlal c:::J OMJ lnduslrlaf Medium D (RM-1) Resl Multi-Family Tradllonal c:J(CO) Canter Downtown CJ (R-1) RasldenUaJ 1du/ac 0(RM-U) Res!. 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' I '1 I · ' *I• j I I )..JI, .. · fJJ:~d."" ~t''~n"~~-f ~~1 1 ~ r~ I 1' :1 '-,...,._ · , __ --~0~-~~~'f~cc~ \ I 11 · ''°"'=~~-----•h-.-~~--'2J A J1 t-,-, j", l1: 1 t) , :;;,~;;-~::3 -T . .S_c ~---~ ---·· .it, ,1 r n r· '. /. \ I ~·· --c--r'i'--m~~ - ., 'II·, , , --'==---, o• ·- :.1 '.;,,, :a;. i~---_ .. -/ """' -~---·,, i/'1 t.i I i't-ITf:_: ___ .. . • .,.., -,( f I 0 :, , 11 ---- N SITE PLAN NOTES (j 8 0 8 EB ~ -~·-~---] -t =""'-= ··. ~ ~ ,. ~ .. ..-. «-,CTtt>.-..I.OCTUUI.J'ILL ~~~ 8 0 0 SITE PLAN CD ~DETAIL 3<1501',ASTV.U..UlYII.OAI) Rl<NTON.WASH.INC.."'n>N hv"'"r ·~ CB J_~~~-~AII, ~~J19N~- - mlCRI\L'IW,'O.\Dll'!m.DiFlS llllEASHIBAVE. MC SQUARED ()I.YMf'l~~ 0 ~S06 ,Ncn",.""A'"" (3'0)1U-9J]9 HDril0>1pull.llll<.,f..5. :5:~-=-""'t'.04-25-2002 -- ~· I\ PROJECT INFORMATION m=--1,AUNJIDI" ---·---PAll.KINGREQUIRl'MeN!'; =-=-1--::T~.,...ux,;.~ LEGEND ¥ WATD.VAL .. ~ , ...... , ....... M<K>nx . ""''"'-"' ,--- o~-. ,______, A 1. 0 _ _____L'_ \. e---------.m ll-,9Z----------- f-·------.. 1-.11-------- L----.,,,, .• -----1 --;f1 .__/ ~-~ __ j :-=~~ -i }--~-,-- 3:1 I .. .__ ____ ---+- -·j l I VI c/NT,'f j j I •. I -:i ---~ .. :-:-i '-+;-----i,-~~...,-,-1 r--~=-'-"'-Y ,, I NE16...JBe,,z_f+ct::,p 9-e.:TA-IL-HAP \""'Z.00° !: · f'jZufu'?[.D \/Afl.li'<NCE.,.; fbr2.. f'.,LI» AF!L-\2'-L.1'{1j2.\;,,) ~AT~ 'f ?>"7'50 E, IJA-L-LE'( i?P 1"-EN1t1f-..l WA 9B0'77 IA ,, OLD /LcU=1 \"-101€,', _;l;-Af7171TIONi1\L iz.111'5-(, fOL~ 01c~r._;'.:, N01IU7 (cjfot'"'L\ 'f; <". Li 12-l.NT LY ]'~ o ti:iC\ ''iTI ~:.!it. 6~Llr-l!7 Ho~1\JH !c-r-ff ';,ll-, "1s- "AFKa Proposed Sign lOld Keg Restaurant Sign) "Exhibit B" ···--·-... , Exis;!,~.£;;},~ns in close proximity of proposed location. ~ I • PROOfDISCl.AIMER, J Iii ·~=·:~~~=:r:::J:=.::.:~::~=.:;;=~---,l'lrl>IIIINO!Li,\'Mg.(rUNrlc = ;a=d:01,ii~i:t~::,~~~-;::trb~~':!drre:~~~ffldlnMl'/lle)'wlthoucthetwittimptrm/lSQl1~droi,A!Nrl!ilgnMAJ!TU.C. 1515F!!?y0o-:':t!~!~:!!!!..~~-!,~ 98273 fl D Thea-::1~J::i~==;:~:~~~~~;~=~~11~,:m;rson thk4Ppr<mt</p1WWi/!b~produced www.s1gnmartusa.com f O Thl5,0bnw:ybe,eniro 11roc1uct1c,nWlTI-1lhi:!.ttti1chedOlANGEs ~ Cus/omor:.AEts; Data:3-17 14 Mp..J!ao I CJ Pleasemab!1hu!UffiNldi.11i,es~ndn1b1t111~nf'Wprwf 1 SJgnahm!: Date: __ ~-~ PIOjllCl:hlLSJonl..Sllt..fia.. FhNa'ne-3-17-fol-AfKp,f!II ~faxrh11:Complv!eddocumeotW1rhlt1,lgnedanl1datedptooBto360-4!8-<1975forproce1s1n9 Slltetl~,m.,,.~""'.,.,,.,_,.,=,.~,-..,.. R[Cf i.18(1 CHY Or ''!flcNi~i·\I" m >< :c: '""' c:, ~ O"l ", r • 1. 2. 3. 4. 5. 6. PERMANENT SIGN APPLICATION Job Site Address: .. .3.6 SO . __ S~ Value cf work to be performed: ___ jk_.4'. Tenant Name: ..E)v +u Vl:L.......... ~Le.v" Contact Person: -.LOm __ Y09-11 {This is the person we will cont'ac Contractor's Name: _'.1._ill, k S; C)! \\ __ _ Street Address: _lS:J_o ;,-__ _J:j\N~ [{C{ :f;:-f\:. State of Washington Contractor's License II (Required) ':, __ lices Division n, WA 98057 25-430-7200 tPermit.com ;!+- 7. Contractor's City of Renton Business License II (Requireu1. 8. PropertyOwner: 'TI-L f}llr1 111c(f. lLc. Phone: 2,:;6 Z1i2.-'Jbb6 Street Address: \ 7;4-<J I \)t..\ g,,_,( .. ~ttj:/\-ltity/State: _ Ddkv els' Zip: cg;~~ C\ 9. TYPE OF SIGN ~ Projecting ~ Aw~ing / Canopy C Marquee ::J Roof =.J Monument jf Poie -- ::.J Decorative Real Estate Flag(s) #OF SIGNS SQ. t FOOTAGE t . 'r PERMIT FEE** I' ILLUMINATED* . j i-'=. ~~ ~r--- L~:-~_"_:' LJ !:o ' $125.00 per Tenant : '..J Yes ) 0 No~ (for any number -l --t-j J.:-:1 ~'=-+ :..;_ ~~ j I,··· • ·-. }-_; Yes j I. ... No , I j YesiCNo t· $175.00perSign r~:: +,j ::-i $50.00 per Entrance of signs) *If signs are illuminated please include an Electrical Permit Application. *'+Add an Additional 3% Technology Surcharge ta Calculated Fee Awnings that have signage on them require a Building Permit as well as a Sign Permit. Those that do not contain signage need a Building Permit only. I certify that the information on this application furnished by me is true and correct and that the applicable requirements of the City of Renton will be met. I understand that this application is valid for six (6) months from the application date. If a permit is nat issued during this time period, the application will become void. This application does nat constitute a permit to work. Work is not ta commence until electrical permit is posted on premises where work is to be performed. Certification is hereby rendered that no work is to be done except as described, and that all work shall conform to the applicable codes. Work in public rights.of.way and/or utility easements are not authorized under this application. Applicant Signature<:-~~.=:::e-=:~- H: CEO,Data Farms-Templates Self·Help Handcuts'Bu1ldmg,PiwnS;gn.Joc Date: -' f I J ALTA Commitment (6/17/06) ALTA Commitment Form COMMITMENT FOR TITLE INSURANCE Issued by STEWART TITLE GUARANTY COMPANY STEWART TITLE GUARANTY COMPANY, a Texas Corporation ("Company"), for a valuable consideration, commits to issue its policy or policies of title insurance, as identified in Schedule A, in favor of the Proposed Insured named in Schedule A, as owner or mortgagee of the estate or interest in the land described or referred to in Schedule A, upon payment of the premiums and charges and compliance with the Requirements; all subject to the provisions of Schedules A and B and to the Conditions of this Commitment. This Commitment shall be effective only when the identity of the Proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A by the Company. All liability and obligation under this Commitment shall cease and terminate six months after the Effective Date or when the policy or policies committed for shall issue, whichever first occurs, provided that the failure to issue the policy or policies is not the fault of the Company. The Company will provide a sample of the policy form upon request. This Commitment shall not be valid or binding until countersigned by a validating officer or authorized signatory. IN WITNESS WHEREOF, Stewart TIiie Guaranty Company has caused its corporate name and seal to be affixed by its duly authorized officers on the date shown in Schedule A. Countersigned by: Stewart Title Company 1420 5th Avenue, Suite 440 Seattle, WA98101 (206) 770-8700 stewart title guaranty company Copyright 2006-2009 American Land Title Association. All rights reserved. The use or this Form is restricted to AL TA licensees and ALTA members in good standmg as of the date of use. All other uses are prohibited. Reprinted under license from the American La,d TJtle Association. File No. 01148-39456 004-UN ALTA Commitment (6/17 /06) ,~~~ Matt Morris President and CEO ~ Secretary -,,MIJ:.ll ",',i CONDITIONS 1. The term mortgage, when used herein, shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquired actual knowledge of any defect, lien, encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclose such knowledge to the Company, or if the Company otherwise acquires actual knowledge of any such defect, lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously incurred pursuant to paragraph 3 of these Conditions. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured in the form of policy or policies committed for and only for actual loss incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or interest or mortgage thereon covered by this Commitment. In no event shall such liabillty exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and Conditions and the Exclusions from Coverage of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein. 4. This Commitment is a contract to issue one or more title insurance policies and is not an abstract of title or a report of the condition of title. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. 5. The policy to be issued contains an arbitration clause. All arbitrable matters when the Amount of Insurance is $2,000,000 or less shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. You may review a copy of the arbitration rules at< http://www. alta.orq/>. All notices required to be given the Company and any statement in writing required to be furnished the Company shall be addressed to it at P.O. Box 2029, Houston, Texas 77252. Copyright 2006-2009 American Land Tide AssoclaUon. All rights reserved. The use afth1s Form 1s restricted to ALTA licensees and AL TA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Trtle Association File No. 01148-39456 004-UN ALTA Commitment (6/17/06) stewart title Escrow Officer: Jay Pugh Phone: (206) 770-8819 Email: JayPugh@stewart.com Title Officer: Debbi Hodgson Phone: (866) 595-6221 Email: dhodgson@stewart.com 1. Effective Date: April 30, 2015 at 8:00 AM 2. Policy Or Policies To Be Issued: (X) ALTA OWNER'S POLICY, (6/17/06) Revised Commitment SCHEDULE A (X) STANDARD ( ) EXTENDED (Underwriting fee -11%) COMMERCIAL RATE WITH PRIOR TITLE DISCOUNT Proposed Insured: Equity Funding, LLC, a Washington Limited Liability Company Stewart Title Company 18000 International Blvd, Suite 500 SeaTac, WA 98188 Phone: (206) 770-8700 Order Number: 01148-39456 Escrow Number: 15000200267 Customer Reference: CSA LLC/Equity Funding, LLC Amount: Premium: Tax: Total: $1,800,000.00 $3,042.00 $288.99 $3,330.99 3. The estate or Interest in the land described or referred to in this Commitment and covered herein is: Fee Simple Estate as to Parcel 1 and an Easement only as to Parcel 2 4. Title to said estate or interest In said land Is at the effective date hereof vested in: CSA LLC, a Washington Limited Liability Company 5. The land referred to In this commitment is described as follows: SEE EXHIBIT "A" ATIACHED HERETO Parcel 1: EXHIBIT"A" LEGAL DESCRIPTION Lot 3, City of Renton Short Plat No. 014-81, according to the short plat thereof recorded May 20, 1981 under Recording Number 8105209001, records of King County, Washington. Parcel 2: An easement for ingress and egress over the North 50 feet of Lot 2 of said Short Plat No. 014-81, as granted in instrument recorded under Recording No. 8609250079, records of King County, Washington. COMMITMENT FOR TITLE INSURANCE SCHEDULE B Part I Schedule B of the policy or policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company: GENERAL EXCEPTIONS A. Taxes or assessments which are not shown as existing liens by the public records. B. (i) Unpatented mining claims; (ii) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (iii) water rights, claims or title to water; whether or not the matters described (i), (ii) & (iii) are shown in the public records; (iv) Indian tribal codes or regulations, Indian treaty or aboriginal rights, including easements or equitable servitudes. C. Extended coverage exceptions as follows: (1) Rights or claims of parties in possession not shown by the public records. (2) Easements, claims of easement or encumbrances which are not shown by the public records. (3) Encroachments, overlaps, boundary line disputes, or other matters which would be disclosed by an accurate survey and inspection of the premises and which are not shown by the public records. (4) Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished imposed by law and not shown by the public records. D. Any service, installation, connection, maintenance, tap, capacity, construction or reimbursement charges for sewer, water, electricity or other utilities, or for garbage collection and disposal. E. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date the proposed insured acquires of record for value the estate or interest or mortgage thereon covered by this commitment. F. Any titles or rights asserted by anyone, including but not limited to persons, corporations, governments, or other entities, to tidelands, or lands comprising the shores or bottoms of navigable rivers, lakes, bays, ocean or gulf, or lands beyond the line of the harbor or bulkhead lines as established or changed by the United States Government, or riparian rights, if any. SPECIAL EXCEPTIONS FOLLOW COMMITMENT FOR TITLE INSURANCE SCHEDULE B Part I SPECIAL EXCEPTIONS 1. Payment of Real Estate Excise Tax, if required. The property described herein is situated within the boundaries of local taxing authority of the City of Renton. Present Rate of Real Estate Excise Tax as of the date herein is 1.78% and the levy code is 2100. 2. General taxes: Year: Amount Billed: Amount Paid: Amount Due: First half delinquent May 1; Second half delinquent November 1: 2015 $19,680.26 $ 9,840.13 Tax Account No.: $ 9,840.13, plus interest and penalty if delinquent 302305-9118-02 Levy Code: 2100 Land: $633,300.00 Improvements: $917,100.00 Note: King County Treasurer, 500 4th Avenue, 6th Floor Admin. Bldg., Seattle, WA 98104 (206) 296-7300 WebAddress: http://webapp.metrokc.gov/kctaxinfo/. 3. Current and/or advance personal property taxes that may become due upon transfer or sale of the premises herein described. Please contact the King County Treasurer's office for further information. 4. Liability for sewer treatment capacity charges that may be assessed but not disclosed in the public records. Please contact the King County Capacity Charge Department for further information at 206-296-1450. 5. Deed of Trust and the terms and conditions thereof: Grantor: Panrica, Inc., a Washington corporation Trustee: Hanmi Law Offices, PS, a professional service corporation Beneficiary: Law Office of Solomon Kim, P. S., I. R. C Section 1031 Exchange Facilitator (CSA, LLC, a Washington limited liability company, exchanger) Amount: $700,000.00 Dated: November 5, 2004 Recorded: November 9, 2004 Recording No.: 20041109000316 The amount now secured by said Deed of Trust and the terms upon which the same can be discharged or assumed should be ascertained from the holder of the indebtedness secured. Assignment of said Deed of Trust: Assignee: CSA LLC, a Washington Limited Liability Company Recorded: May 4, 2005 Recording No.: 20050504001144 Note: The vesting deed herein recorded under Recording Number 20080623000720, states said conveyance is not intended to cause a merger of the beneficial interest in said deed of trust with the fee title. 6. Any unrecorded leaseholds, right of vendors and holders of security interest on personal property installed upon said property, and right of tenants to remove trade fixtures at the expiration of the term. 7. Lien of unpaid governmental gambling taxes, if any, arising pursuant to RCW 9.46.110 (4). 8. Any trust, right, interest or claim that may exist, arise or be asserted against the Title herein under or pursuant to the Perishable Agriculture Commodities Act of 1930, as amended, 7 U.S.C.§499a, et seq., or any similar state or federal law. 9. Any trust, right, interest or claim that may exist, arise, or be asserted against the Title herein under or pursuant to the Packers and Stockyard Act of 1921, as amended, 7 U. S. C.§181, et seq., or any similar state of federal law. 10. Evidence of the authority of the individual(s) to execute the forthcoming document(s) for CSA LLC, a Washington Limited Liability Company, copies of the current operating agreement and any amendments thereto, should be submitted prior to closing. 11. Evidence of the authority of the individual(s) to execute the forthcoming document(s) for Equity Funding, LLC, a Washington Limited Liability Company, copies of the current operating agreement and any amendments thereto, should be submitted prior to closing. 12. Easement and the terms and conditions thereof: Grantee: Puget Sound Traction, Light & Power Company Purpose: Electric transmission and distribution line Affects: The description contained therein is not sufficient to determine its exact location within the property herein described and other property. Recorded: December 13, 1916 Recording No.: 1103039 13. Condemnation of access to state highway and of light, view and air by decree to the State of Washington: Entered In: King County Superior Court Number: 582233 14. Easement and the terms and conditions thereof: Grantee: Municipality of Metropolitan Seattle Purpose: Sewer trunk line with all necessary appurtenances Affects: A portion of the East 10 feet Recorded: October 2, 1968 Recording No.: ~ 15. Easement and the terms and conditions thereof: Grantee: City of Renton Purpose: Water mains, fire hydrants, water meters and maintenance, repair and/or replacement Affects: Recorded: Recording No.: of same The description contained therein is not sufficient to determine its exact location within the property herein described. May 17, 1976 7605170692 An apparent duplicate of said instrument appears under Recording Number 8012290361. 16. Covenants, conditions and restrictions and easements contained in short plat: Recorded: May 20, 1981 Recording No.: 8105209001 17. Terms, covenants, conditions and/or provisions, if any, contained in the Parcel 2 easement serving said premises, as contained in instrument: Recorded: September 25, 1986 Recording No.: 8609250679 18. Easement and the terms and conditions thereof: Purpose: Cross-parking, landscaping and landscape maintenance Affects: Parking areas on Lot 2 and 3 of said short plat Recorded: October 3, 1989 Recording No.: 8910300874 19. Easement and the terms and conditions thereof: Grantee: City of Renton Purpose: Emergency access Affects: Portion of Lots 2 and 3 of said short plat Recorded: September 10, 1998 Recording No.: 9809100691 20. Easement and the terms and conditions thereof: Grantee: City of Renton Purpose: Water line and utility easement Affects: Northerly portion of the premises as delineated thereon Recorded: June 2, 2003 Recording No.: 20030602001850 21. Terms and conditions of survey recorded December 15, 1997 under Recording Number 9712159024. Said survey discloses the following: Un-named creek crossing said premises. 22. Rights of the State of Washington in and to that portion of the premises, if any, lying below the line of ordinary high water of the creek as said line exists today or may have existed in the past. 23. Any prohibition or limitation on the use, occupancy, or improvements of the land resulting from the rights of the public or riparian owners to use any waters which may cover the land or to use any portion of the land which is now or may formerly have been covered by water. 24. The right of use, control, or regulation by the United States of America in exercise of power over commerce, navigation and fisheries. 25. Any questions that may arise due to shifting or change of the line of ordinary high water of the creek or due to the creek having shifted or changed its line of ordinary high water. 26. Any question that may arise due to the shifting or change in the course of the creek or due to the creek having shifted or changed its course. 27. The attached Commercial Title Affidavit must be completed in full, notarized, and submitted to the Company for review prior to closing. END OF SPECIAL EXCEPTIONS COMMITMENT FOR TITLE INSURANCE SCHEDULE B Part II The following are the requirements to be complied with: Item (a) Item (b) Note: Format: Payment to or for the account of the granters or mortgagors of the full consideration for the estate or interest to be insured. Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record. Effective January 1, 1997, and pursuant to amendment of Washington state statutes relating to standardization of recorded documents. the following format and content requirements must be met. Failure to comply may result in rejection of the document by the recorder. Margins to be 3" on top of first page, 1" on sides and bottom, 1" on top, sides and bottom of each succeeding page. Font size of 8 points or larger and paper size of no more than 8 Y," by 14". No attachments on pages such as stapled or taped notary seals, pressure seals must be smudged. Information which must appear on the first page: 1itle or titles of document. If assignment or reconveyance, reference to auditor's file number or subject deed of trust. Names of grantor(s) and grantee(s) with reference to additional names on following page(s), if any. Abbreviated legal description (lot, block, plat name or section, township, range and quarter quarter section for unplatted). Assessor's tax parcel number(s). Return address which may appear in the upper left hand 3" top margin. NOTES: COMMITMENT FOR TITLE INSURANCE SCHEDULE B Part II NOTE A: In order to assure timely recording all recording packages should be sent to: Stewart Title Company 18000 International Blvd., Suite 500, Seatac, WA 98188 Attn: Recorder NOTE B: The description can be abbreviated as suggested below if necessary to meet standardization requirements. The full text of the description must appear in the document(s) to be insured. Lt 3, C/Renton SP 014-81, Rec. No. 8105209001 NOTE C: Please be advised that extended coverage, which would delete paragraphs C, E and F from Schedule B Part 1 to this Commitment, is available for an additional charge (additional underwriting requirements may also apply). Advise your title officer in writing if you desire extended coverage. NOTE D: Recording fees charged by the county are billed as follows: Deeds of Trust $73.00 for the first page and $1.00 for each additional page. Deeds $72.00 for the first page and $1.00 for each additional page. Please add a $4.00 fee for electronic recording. NOTE E: The records of King County and/or our inspection indicate that the address of the improvement located on said land is 3650 East Valley Road. Renton, WA 98057. NOTE F: In the event of cancellation. a cancellation charge may be made. NOTE G: There are no deeds affecting said land recorded within 24 months of the date of this report. NOTE H: We find no pertinent matters filed or recorded against Equity Funding, LLC, a Washington Limited Liability Company, proposed insured in this transaction. PS END OF SCHEDULE B Escrow Officer Location: Stewart Title Company Escrow Officer: Jay Pugh 1420 5th Avenue, Suite 440, Seattle. WA 98101 Phone: (206) 770-8819 Fax: (800) 426-4309 Email: JayPugh@stewart.com STG Privacy Notice Stewart Title Companies WHAT DO THE STEWART TITLE COMPANIES DO WITH YOUR PERSONAL INFORMATION? Federal and applicable state law and regulations give consumers the right to limit some but not all sharing. Federal and applicable state law regulations also require us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand how we use your personal information. This privacy notice is distributed on behalf of the Stewart litle Guaranty Company and its tifle affiliates (the Stewart litle Companies), pursuant to litle V of the Gramm-Leach-Bliley Act (GLBA). The types of personal information we collect and share depend on the product or service that you have sought through us. This information can include social security numbers and driver's license number. All financial companies, such as the Stewart litle Companies, need to share customers' personal information to run their everyday business-to process transactions and maintain customer acc.ounts. In the section below, we list the reasons that we can share customers' personal information; the reasons that we choose to share; and whether you can limit this sharing. Reasons we can share your personal infonmation. Do we share Can you limit this sharing? For our everyday business purposes-to process your transactions and maintain your account. This may include running the Yes No business and managing customer accounts, such as processing transactions, mailing, and auditing services, and responding to court orders and legal investigations. For our marketing purposes-to offer our products and services to Yes No you. For joint marketing with other financial companies No We don1 share For our affiliates' everyday business purposes-information about your transactions and experiences. Affiliates are companies related by common ownership or control. They can be financial and Yes No non-financial companies. Our affiliates may include companies with a Stewart name; financial companies, such as Stewart ntle Company For our affiliates' everyday business purposes-information No We don1 share about your creditworthiness. For our affiliates to market to you -For your convenience, Yes Yes, send your first and last name, the email Stewart has developed a means for you to opt out from its affiliates address used in your transaction, your marketing even though such mechanism is not legally required. Stewart file number and the Stewart office location that is handling your transadion by email to optout@stewart.com or fax to 1-800-335-9591. For non-affiliates to market to you. Non-affiliates are companies No We don't share not related by common ownership or control. They can be financial and non-financial companies. We may disdose your personal information to our affiliates or to non-affiliates as permitted by law. If you request a transaction with a non-affiliate, such as a third party insurance company, we will disclose your personal information to that non-affiliate. [We do not control their subsequent use of information, and suggest you refer to their privacy notices.] SHARING PRACTICES How often do the Stewart Title Companies notify me We must notify you about our sharing practices when you request a about their practices? transaction. How do the Stewart Title Companies protect my To protect your personal information from unauthorized access and use, we personal lnfonnation? use security measures that comply with federal law. These measures indude comouter, file, and buildina safeauards. How do the Stewart Title Companies collect my We collect your personal infonnation, for example, when you personal lnfonnatlon? • request insurance-related services • provide such infonnation to us We also collect your personal information from others, such as the real estate agent or lender involved in your transaction, credit reporting agencies, affiliates or other comoanies. What sharing can I limit? Although federal and state law give you the right to limit sharing (e.g., opt out) in certain instances, we do not share your personal information in those instances. Contact us: If you have any questions about this privacy notice, please contact us at: Stewart TIiie Guaranty Company, 1980 Post Oak Blvd., Privacy Officer, Houston, Texas 77056 File No.: 01148-39456 Page 1 Revised 11-19-2013 LIMITED LIABILITY COMPANY AGREEMENT OF AUSDREY, LLC TIIlS UMITED LIABILlTY COMPANY AGREEMENT (the "Agreement") is made and entered into effective as of this 27th day of May, 2015, by Yuk Ping Lucy Fok, a married woman as her separate estate. ARTICLE I DEFINITIONS The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein): "Act" means the Washington Limited liability Company Act, Chapter 25.15 of the Revised Code of Washington, as it may be amended from time to time. "Affiliate" means, with respect to any Person, (i) any other Person directly or indirectly controlling, controlled by or under common control with such Person, (ii) any Person owning or controlling fifty percent (50%) or more of the outstanding voting interests of such Person, (iii) any officer, director or general partner of such Person, or (iv) any Person who is an officer, director general partner, trustee or holder of fifty percent (50%) or more of the voting interests of any Perso~ described in clauses (i) through (iii). For purposes of this definition, the term "controls," "is controlled by" or "is under common control with" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "Capital Contribution" means the total amount of money and the fair market value of property (net of liabilities secured by such property that the Company is considered to assume or take subject to under Code Section 752) contributed to the capital of the Company by a Member pursuant to the terms of this Agreement. "Code" means the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent superseding federal revenue laws. "Company" means Ausdrey, LLC, a Washington limited liability company. "Company Minimum Gain" has the same meaning as the term "partnership minimum gain" in Sections 1.7042(b)(2) and 1.7042(d) of the Regulations. "Deficit Capital Account" means with respect to any Unit Holder, the deficit balance, if any, in such Unit Holder's Capital Account as of the end of the taxable year, after giving effect to the following adjustments: -1- (A) credit to such Capital Account any amount that such Unit Holder is obligated to restore to the Company under Section l.7041(b)(2)(ii)(c) of the Regulations, as well as any addition thereto pursuant to the next to last sentences of Sections 1. 7042(g)(l) and (i)( 5) of the Regulations; and (B) debit to such Capital Account the items described in Sections l.7041(b)(2)(ii)(d)(4), (5) and (6) of the Regulations. This definition is intended to comply with the provisions of Sections 1.7041(b)(2)(ii)(d) and 1.7042 of the Regulations and will be interpreted consistently with those provisions. "Distributable Cash" means all cash received by the Company, less the sum of the following to the extent paid or set aside by the Company: (i) all principal and interest payments on indebtedness of the Company and other sums paid or payable to lenders; (ii) all cash expenditures incurred in connection with the normal operation of the Company's business; and (iii) any reserves the Company deems necessary or desirable. "Economic Interest" means a share of Net Profits, Net Losses and other tax items of the Company and distributions of the Company's assets pursuant to this Agreement and the Act, but shall not include any right to participate in the management or affairs of the Company, including, the right to vote on, consent to or otherwise participate in any decision of the Members. "Economic Interest Owner" means a Unit Holder who is not a Member. "Entity" means any general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative or association or any other organization that is not a natural person. "Majority Interest" means, at any time, more than fifty percent (50%) of the then- outstanding Units held by Members. "Manager" means Bruce D. Berreth, Attorney at Law, and any other Person who may become a substitute or additional Manager as provided in Article V. At any time when there is more than one Manager, the affirmative vote, approval or consent of a majority of the Managers shall be required to take any action permitted to be taken by the Manager. "Member" means a Unit Holder who executes a counterpart of this Agreement as a Member, and each other Unit Holder who may hereafter become a Member pursuant to the terms of this Agreement and the Act, unless in either case such Unit Holder has ceased to be a Member pursuant to the terms of Section 6.5 hereof. To the extent a Manager is also a Member, such Manager will have all the rights of a Member with respect to its Membership Interest and its Economic Interest, and the term "Member" as used herein shall include a Manager to the extent such Manager is also a Member. "Membership Interest" means a right to participate in the management or affairs of the -2- Company, including the right to vote on, consent to or otherwise participate in any decision of the Members. "Member Minimum Gain" has the same meaning as the term "partner non recourse debt minimum gain" in Section 1. 7042(i) of the Regulations. "Net Profits" and "Net Losses" shall have the meaning ascribed to those terms in Section 9.5. "Percentage Interest" with respect to any Unit Holder, means the percentage determined based upon the ratio that the number of Units held by such Unit Holder bears to the total number of outstanding Units. "Person" means any individual or Entity, and the heirs, executors, administrators, legal representatives, successors and assigns of such "Person" where the context so permits. "RCW" means the Revised Code of Washington, as it may be amended from time to time. "Regulations" means temporary and final Treasury regulations promulgated under the Cocte and the corresponding sections of any regulations subsequent! y issued that amend or supersede such regulations. "Tax Matters Partner" shall have the meaning ascribed to that term in Section 11.6. "Unit Holder" means a Person who holds Units. "Units" means all units of Economic Interest in the Company, whether now or hereafter existing. ARTICLE II FORMATION OF COMPANY II.1 Formation. The Company was formed on May 27, 2015, when the Certificate of Formation was executed and filed with the office of the Washington Secretary of State in accordance with and pursuant to the Act. Il.2 Name. The name of the Company is Ausdrey, LLC. Il.3 Principal Place of Business. The principal place of business of the Company shall be 13401 Bel-Red Road, Suite A-7, Bellevue, Washington 98005. ID.4 Registered Office and Registered Agent. The Company's initial registered agent and the address of its initial registered office in the State of Washington are as follows: Name Address -3- Bruce D. Berreth 13401 Bel-Red Road, Suite A-7 Bellevue, WA 98005 The registered office and registered agent may be changed by the Manager from time to time by filing an amendment to the Certificate of Formation. ARTICLEill BUSINESS OF COMPANY The business of the Company shall be: (A) to carry on any lawful business or activity which may be conducted by a limited liability company organized under the Act; and (B) to exercise all other powers necessary to or reasonably connected with the Company's business which may be legally exercised by a limited liability company under the Act. ARTICLE IV NAMES AND ADDRESSES OF MEMBERS The names and addresses of the Members are set forth on the attached Schedule I, as amended or restated from time to time. ARTICLEV MANAGERS; RIGHTS AND DUTIES V.1 Management. The business and affairs of the Company shall be managed by the Manager. Except as otherwise expressly provided in this Agreement, the Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company's business. The foregoing authority shall include, but not be limited to, the authority to execute any and all documents which may be necessary or convenient for the purpose of acquiring, bargaining and selling assets, whether real, personal or mixed, owned or being acquired by the Company, and to borrow such sums on such terms as the Manager may determine, pledge assets of the company therefore, and execute such notes, deeds of trust and other documents as the Manager may determine for the purpose of evidencing and securing any such debt. Unless authorized to do so by the Manager, no Member, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable for any purpose. The Manager is authorized to appoint a Chief Executive Officer, a Chief Operations Officer, -4- a President and such other officers of the Company as the Manager shall deem necessary appropriate or convenient, and shall be entitled to delegate any of the powers of the Manage; pursuant to this Agreement to such officers. V.2 Payment of Expenses. The Company shall pay ail of its expenses of operation which expenses may be either billed directly to the Company or billed to, and paid by, the Manage; or an Affiliate of the Manager and reimbursed to the payor by the Company. The Company shall also pay or reimburse the Manager or an Affiliate of the Manager for ail expenses incurred in connection with the organization of the Company and the sale of interests in the Company. Tbese expenses may include, but are not limited to, legal, accounting, financing and other professional fees and costs, however, the legal, accounting, financing and other professional fees and costs incurred by Members in connection with the purchase of an interest in the Company shall be borne solely by that Member. V.3 Limitation on Liability; Indemnification. Neither the Manager nor any Affiliate of the Manager shall be liable, responsible or. accountable in damages or otherwise to the Company or the Members for any act or omission by any such Person performed in good faith pursuant to the authority granted to such Person by this Agreement or in accordance with its provisions, and in a manner reasonably believed by such Person to be within the scope of the authority granted to such Person and in the best interest of the Company; provided, that such act or omission did not involve intentional misconduct or a knowing violation of law, conduct violating RCW 25.15.235 or any transaction from which the Person will, without the approval of Members holding a Majority Interest, receive a benefit in money, property or services to which such Person is not legally entitled. The Company shall indemnify, defend and hold harmless the Manager, any Affiliate, and each director, officer, partner, employee or agent thereof, against any liability, loss, damage, cost or expense incurred by them on behalf of the Company or in furtherance of the Company's interests without relieving any such Person of liability for intentional misconduct or a knowing violation of law, conduct violating RCW 25.15.235 or any transaction from which the Person will, without the approval of Members holding a Majority Interest, receive a benefit in money, property or services to which such Person is not legally entitled. No Member shall have any personal liability with respect to the satisfaction of any required indemnification of the above-mentioned Persons. Any indemnification required to be made by the Company shall be made promptly following the fixing of the liability, loss, damage, cost or expense incurred or suffered by a final judgment of any court, settlement, contract or otherwise. In addition, the Company may advance funds to a Person claiming indemnification under this Section 5.3 for legal expenses and other costs incurred as a result of a legal action brought against such Person only if (i) the legal action relates to the performance of duties or services by the Person on behalf of the Company, (ii) the legal action is initiated by a party other than a Member and {iii) such Person undertakes to repay the advanced funds to the Company if it is determined that such Person is not entitled to indemnification pursuant to the terms of this Agreement. V.4 Removal. At a meeting called expressly for that purpose, the Manager may be removed upon sixty {60) days notice to the Manager, with or without cause, by the affirmative vote of the holders of a Majority Interest. The removal of a Manager who is also a Member shall not affect the Manager's rights as a Member and shall not constitute a withdrawal of a Member. -5- V.5 Vacancies. Any vacancy occurring for any reason in the number of Managers Shall be filled by the affrrmative vote of the holders of a Majority Interest. V.6 Right to Rely on the Manager. Any Person dealing with the Company may rely (without duty of further inquiry) upon a certificate signed by the Manager as to the identity and authority of the Manager or other Person to act on behalf of the Company or any Member. V.7 Compensation of the Manager. Compensation for the Manager shall be subject to approval by the Members. ARTICLE VI RIGHTS AND OBLIGATIONS OF MEMBERS Vl.1 Limitation of Liability. Each Member's liability shall be limited as set forth in this Agreement and the Act. VI.2 Liability for Company Obligations. Except as otherwise provided by law Members shall not be personally liable for any debts, obligations or liabilities of the Company. ' VI.3 Approval of Sale of All Assets. The Company shall not sell, exchange or otherwise dispose of all, or substantially all, of its assets without the affrrmative vote of the holders of a Majority Interest. VI.4 Inspection of Records. Upon reasonable request, each Member shall have the right to inspect and copy at such Member's expense, during ordinary business hours, the records required to be maintained by the Company pursuant to Section 11.4. VI.5 No Priority and Return of Capital. Except as expressly provided in Articles IX or X, no Unit Holder shall have priority over any other Unit Holder, either as to the return of Capital Contributions or as to Net Profits, Net Losses or distributions; provided, that this Section 6.5 shall not apply to loans made by a Member to the Company. VI.6 Dissociation and Withdrawal of Member. (a) No Withdrawal Rights. A Member may not withdraw as a Member prior to dissolution and commencement of winding up of the Company pursuant to Article XIV without the written consent of all the other Members. (b) Dissociation Events. A Person shall cease to be a Member upon the occurrence of one or more of the following events: (i) The Person withdraws by voluntary act from the Company in the manner provided in Subsection (a) of this Section 6.6; (ii) The Person ceases to be a Member as provided in RCW 25.15.250(2)(b) -6- and Subsection 12.3(b} following an assignment of all the Person's Economic Interest; (iii) Unless Members holding a Majority Interest (excluding Units held by such Person) agree in writing that such Person's status as a Member shall not be terminated: (A) the Person (1) makes a general assignment for the bene6.t of creditors; (2) files a voluntary petition in bankruptcy; (3) becomes the subject of an order for relief in bankruptcy proceedings; ( 4) files a petition or answer seeking any reorganization, arrangement composition, readjustment, liquidation, dissolution or similar relief under any statute, law 0 ; regulation; (5) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in any proceeding of the nature described in clauses (1) through (4) above; or (6) seeks, consents to or acquiesces in the appointment of a trustee receiver or liquidator of the Person or of all or any substantial part of such Person's properties; ' (B) one-hundred-twenty days (120) after the commencement of any proceeding against such Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation, the proceeding has not been dismissed, or if within ninety (90) days after the appointment, without such Person's consent or acquiescence, of a trustee, receiver or liquidator of such Person or of all or any substantial part of such Person's properties, the appointment is not vacated or stayed, or within ninety (90) days after the expiration of any stay, the appointment is not vacated; (C) in the case of a Person who is an individual, the entry of an order by a court of competent jurisdiction adjudicating the Person incompetent to manage his or her person or estate; (D) in the case of a Person that is another limited liability company, the dissolution and commencement of winding up of such Person; (E) in the case of a Person that is a corporation, the filing of articles of dissolution or the equivalent for the corporation or the administrative dissolution of the corporation and the lapse of any period authorized for application for reinstatement; or (F) in the case of a Person that is a limited partnership, the dissolution and commencement of winding up of such Person. ARTICLE VD MEETINGS OF MEMBERS VII.1 Meetings. Meetings of the Members, for any purpose or purposes, may be called by the Manager or by Members holding at least fifteen percent (15%) of the Units held by Members. VII.2 Place of Meetings. All meetings of the Members shall be at the principal place of business of the Company unless otherwise agreed by all of the Members. -7- VII.3 Manner of Acting. All decisions by the Members shall be made by the affirmative vote, approval or consent of Members collectively holding a Majority Interest, except that the affinnative vote, approval or consent of all Members shall be required to amend this Agreement or to authorize any Member or other Person to do any act on behalf of the Company that contravenes this Agreement. A Member may vote, or otherwise give approval or consent in person (in Writing or orally, whether face-to-face, by telephone or through any other means of communication) or by proxy. ARTICLE VIII CONTRIBUTIONS TO THE COMPANY AND CAPITAL ACCOUNTS VIII.I Members' Capital Contributions. Absent the unanimous agreement of all Members, no capital contributions will be required. Irrespective of anything in this Agreement to the contrary, all distributions made to Members shall, at the option of a Majority of the Members, be distributed first to those Members who have contributed capital to the Company in the order such capital was contributed, i.e., the first capital contributed shall be the first_capital repaid. The only exception will be that distributions shall be made as otherwise provided herein to all of the Members, to the extent possible, in an amount sufficient to pay the federal income taxes which each Member will incur as a result of the operating of the Company. VIIl.2 Capital Accounts. (a) Establishment and Maintenance. A separate "Capital Account" will be established and maintained for each Unit Holder in accordance with the rules of Section l.7041(b )(2)(iv) of the Regulations, which are incorporated herein by this reference. (b) Basic Adjustments to Capital Accounts. Each Unit Holder's Capital Account will be increased by (i) the amount of money contributed by such Unit Holder to the Company; (ii) the fair market value of property contributed by such Unit Holder to the Company (net of liabilities secured by such contributed property that the Company is considered to assume or take the property subject to under Code Section 752); (iii) allocations to such Unit Holder of Net Profits; (iv) any items in the nature of income and gain that are specially allocated to the Unit Holder pursuant to Sections 9.2 and 9.3; and (v) allocations to such Unit Holder of income and gain exempt from federal income tax. Each Unit Holder's Capital Account will be decreased by (i) the amount of money distributed to such Unit Holder by the Company; (ii) the fair market value of property distributed to such Unit Holder by the Company (net of liabilities secured by such distributed property that such Unit Holder is considered to assume or take the property subject to Code Section 752); (iii) allocations to such Unit Holder of expenditures described in Code Section 705(a)(2)(B); (iv) any items in the nature of deduction and loss that are specially allocated to the Unit Holder pursuant to Sections 9.2 and 9.3; and (v) allocations to such Unit Holder of Net Losses. In the event of a permitted sale or exchange of a Membership Interest or an Economic Interest in the Company, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the transferred Membership Interest or Economic Interest. (c) Compliance with Regulations. The manner in which Capital Accounts are -8- to be maintained pursuant to this Section 8.2 is intended to comply with the requirements of Code Section 704(b) and the Regulations promulgated thereunder. If in the opinion of the Company's legal counsel or accountants the manner in which Capital Accounts are to be maintained pursuant to the preceding provisions of this Section 8.2 should be modified in order to comply with Code Section 704(b) and the Regulations thereunder, then notwithstanding anything to the contrary contained in the preceding provisions of this Section 8.2, the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members. ARTICLE IX ALLOCATIONS OF NET PROFITS AND LOSSES IX.1 Allocation of Net Profit and Loss In General. (a) Allocation of Net Profit or Loss. After giving effect to the special allocations set forth in Sections 9.2 and 9.3, the Net Profit or Net Loss for any fiscal year of the Company shall be allocated among the Unit Holders in accordance with their respective Percentage Interests. (b) Limitation. The Net Loss allocated to each Member for any Company fiscal year pursuant to Section 9.l(a) shall not exceed the maximum amount of Net Loss that can be so allocated without causing such Member to have a Deficit Capital Account at the end of the fiscal year. All Net Losses in excess of the limitation set forth in this Section 9.l(b) shall be allocated to the other Unit Holders who do not have Deficit Capital Accounts in proportion to their respective Percentage Interests. IX.2 Special Allocations. The following special allocations shall be made for any fiscal year of the Company in the following order: (a) Minimum Gain Chargeback. If there is a net decrease in Company Minimum Gain during any Company fiscal year, each Unit Holder shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Unit Holder's share of the net decrease in Company Minimum Gain, determined in accordance with Sections 1. 7042(t) and 1. 7042(g)(2) of the Regulations. The items to be so allocated, and the manner in which those items are to be allocated among the Unit Holders, shall be determined in accordance with Sections l.7042(t) and l.7042(i)(2) of the Regulations. This Section 9.2(a) is intended to satisfy the minimum gain chargeback requirement in Section l.7042(t) of the Regulations and shall be interpreted and applied accordingly. (b) Member Minimum Gain Chargeback. If there is a net decrease in Member Minimum Gain during any Company fiscal year, each Unit Holder who has a share of that Member Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Unit Holder's share of the net decrease in Member -9- Minimum Gain, determined in accordance with Sections 1.7042(i)( 4) and 1. 7042(i)(5) o:f the Regulations. The items to be so allocated, and the manner in which those items are to be allocated among the Unit Holders, shall be determined in accordance with Sections l.7042(h)(4) and L 704- 2(j)(2) of the Regulations. This Section 9.2(b) is intended to satisfy the minimum gain charge back requirement in Section 1.7042(i)(4) of the Regulations and shall be interpreted and applied according! y. (c) Qualified Income Offset. In the event that any Unit Holder unexpectedly receives any adjustments, allocations or distributions described in Sections 1. 704-l(b )(2)(ii)( d)( 4) (5) or (6) of the Regulations, items of Company income and gain shall be specially allocated to such Unit Holder in an amount and in a manner sufficient to eliminate as quickly as possible, to the extent required by Section 1. 704(1 )(b )(2)(ii)( d) of the Regulations, the Deficit Capital Account of the Unit Holder (which Deficit Capital Account shall be determined as if all other allocations provided for in this Article IX have been tentatively made as if this Section 9.2(c) were not in this Agreement). IX.3 Corrective Allocations. (a) Allocations to Achieve Economic Agreement. The allocations set forth in the last sentence of Section 9.l(b) and in Section 9.2 are intended to comply with certain regulatory requirements under Code Section 704(b ). The Members intend that, to the extent possible, all allocations made pursuant to such Sections will, over the term of the Company, be offset either With other allocations pursuant to Section 9.2 or with special allocations of other items of Company income, gain, loss, or deduction pursuant to this Section 9.3(a). Accordingly, the Tax Matters Partner is hereby authorized and directed to make offsetting allocations of Company income, gain, loss or deduction under this Section 9.3(a) in whatever manner the Tax Matters Partner determines is appropriate so that, after such offsetting special allocations are made, the Capital Accounts of the Unit Holders are, to the extent possible, equal to the Capital Accounts each would have if the provisions of Section 9.2 were not contained in this Agreement and all income, gain, loss and deduction of the Company were instead allocated pursuant to Section 9.l(a). (b) Waiver of Application of Minimum Gain Chargeback. The Tax Matters Partner shall request from the Commissioner of the Internal Revenue Service a waiver, pursuant to Section 1.704-2(±)(4) of the Regulations, of the minimum gain chargeback requirements of Section 1.7042(:t) of the Regulations if the application of such minimum gain chargeback requirement would cause a permanent distortion of the economic arrangement of the Members, as reflected in Section 9.1. IX.4 Other Allocation Rules. (a) General. Except as otherwise provided in this Agreement, all items of Company income, gain, loss, deduction, and any other allocations not otherwise provided for shall be divided among the Unit Holders in the same proportions as they share Net Profits or Net Losses, as the case may be, for the year. (b) Allocation of Recapture Items. In making any allocation among the Unit -10- Holders of income or gain from the sale or other disposition of a Company asset, the ordinary income portion, if any, of such income and gain resulting from the recapture of cost recovery or other deductions shall be allocated among those Unit Holders who were previously allocated ( or whose predecessors in interest were previously allocated) the cost recovery deductions or other deductions resulting in the recapture items, in proportion to the amount of such cost recovery deductions or other deductions previously allocated to them. IX.5 Determination of Net Profit or Loss. (a) Computation of Net Profit or Loss. The Net Profit or Net Loss of the Company, for each fiscal year or other period, shall be an arnouot equal to the Company's taxable income or loss for such period, determined in accordance with Code Section 703(a) (and, for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1), including income and gain exempt from federal income tax, shall be included in taxable income or loss). (b) Adjustments to Net Profit or Loss. For purposes of computing taxable income or loss on the disposition of an item of Company property or for purposes of determining the cost recovery, depreciation, or amortization deduction with respect to any property, the Company shall use such property's book value determined in accordance with Section 1.7041(b) of the Regulations. (c) Items Specially Allocated. Notwithstanding any other provision of this Section 9.5, any items that are specially allocated pursuant to Sections 9.2 or 9.3 shall not be taken into accouot in computing Net Profit or Net Loss. IX.6 Mandatory Tax Allocations Under Code Section 704(c). In accordance with Code Section 704(c) and Section 1.7043 of the Regulations, 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 Unit Holders 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 9.S(b). Prior to the contribution of any property to the Company that has a fair market value that differs from its adjusted tax basis in the hands of the contributing Member on the date of contribution, the contributing Member and the Manager (or, if the contributing Member is the Manager, a Majority Interest of the noncontributing Members) shall agree upon the allocation method to be applied with respect to that property under Section 1. 7043 of the Regulations. -11- X.1 Cash Distributions. ARTICLEX DISTRIBUTIONS (a) Nonliquidating Distributions. Distributions of Distributable Cash, other than distributions in liquidation pursuant to Section 10.l(b), shall be made to the Unit Holders at least annually in proportion to their Percentage Interests. In the event that the amount of Distributable Cash is insufficient to pay the Federal Income Tax liability of any Member or Economic Interest Owner in connection with the income allocated to such Member during any calendar year, a sum sufficient to pay such Federal Income Tax liability shall be distributed to such Member subject to the provisions of Section 10.3. (b) Distributions in Liquidation. Notwithstanding Section 10,l(a), distributions in liquidation of the Company shall be made to each Unit Holder in the manner set forth in Section 14.3(C). X.2 Distributions in Kind. Noncash assets, if any, shall be distributed in a manner that reflects how cash proceeds from the sale of such assets for fair market value would have been distributed (after any unrealized gain or loss attributable to such noncash assets has been allocated among the Unit Holders in accordance with Article IX). X.3 Withholding; Amounts Withheld Treated as Distributions. The Manager is authorized to withhold from distributions, or with respect to allocations or payments, to Unit Holders and to pay over to the appropriate federal, state or local governmental authority any amounts required to be withheld pursuant to the Code or provisions of applicable state or local law. All amounts withheld pursuant to the preceding sentence in connection with any payment, distribution or allocation to any Unit Holder shall be treated as amounts distributed to such Unit Holder pursuant to this Article X for all purposes of this Agreement. X.4 Limitation Upon Distributions. No distribution shall be declared and paid unless, after the distribution is made, the assets of the Company are in excess of all liabilities of the Company, except liabilities to Members on account of their contributions. ARTICLEXI ACCOUNTING, BOOKS, AND RECORDS Xl.1 Accounting Principles. The Company's books and records shall be kept, and its income tax returns prepared, under such permissible method of accounting, consistently applied, as the Manager determines is in the best interest of the Company and its Members. XI.2 Interest on and Return of Capital Contributions. No Member shall be entitled to interest on any Capital Contribution or to return of any Capital Contribution, except as otherwise specificaIIy provided for herein. -12- XI.3 Loans to Company. Nothing in this Agreement shall prevent any Member from making secured or unsecured loans to the Company. XI.4 Accounting Period. The Company's accounting period shall be the calendar year. XI.5 Records, Audits and Reports. At the expense of the Company, the Manager shall maintain records and accounts of all operations and expenditures of the Company as required by the Act. XI.6 Tax Matters Partner. (a) Designation. The Manager, or if the Manager is ineligible to serve then the Member with the largest Economic Interest, shall be the "Tax Matters Partner" of the Company for purposes of Code Section 6221 et seq., the corresponding provisions of any state or local tax law and this Agreement. (b) Expenses of Tax Matters Partner; Indemnification. The Company Shall indemnify and reimburse the Tax Matters Partner for all reasonable 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 Unit Holders attributable to the Company. The payment of all such expenses shall be made before any distributions are made to Unit Holders (and such expenses shall be taken into consideration for purposes of determining Distributable Cash). Neither the Tax Matters Partner nor any member shall have any obligation to provide funds for such purpose. The provisions for exculpation and indemnification of the Manager set forth in Section 5.3 of this Agreement shall be fully applicable to any Member acting as Tax Matters Partner. X1.7 Returns and Other Elections. The Manager shall cause the preparation and timely filing of all tax and information returns required to be filed by the Company pursuant to the Code and all other tax and information returns deemed necessary and required in each jurisdiction in which the Company does business. Copies of such returns, or pertinent information therefrom, shall be furnished to the Unit Holders within a reasonable time after the end of the Company's fiscal year. Except as expressly provided to the contrary in this Agreement, all elections permitted to be made by the Company under federal or state laws shall be made by the Manager in his or its sole discretion. ARTICLE XII TRANSFERABILITY XII.1 General. Except as otherwise expressly provided in this Agreement, neither a Member nor an Economic Interest Owner shall have the right to: (A) sell, assign, transfer, exchange or otherwise transfer for consideration, (collectively, "sell" or "sale"); or -13- (B) gift, bequeath or otherwise transfer for no consideration, whether or not by operation oflaw, except in the case of bankruptcy ( collectively "gift"), all or any part of its Membership Interest or its Economic Interest. Each Member and Econornic Interest Owner hereby acknowledges the reasonableness of the restrictions on sale and gift of Membership Interests and Economic Interests imposed by this Agreement in view of the Company's purposes and the relationship of the Members and Economic Interest Owners. Accordingly, the restrictions on sale and gift contained herein shall be specifically enforceable. In the event that any Unit Holder pledges or otherwise encumbers any of its Membership Interest or Economic Interest as security for repayment of a liability, any such pledge or hypothecation shall be made pursuant to a pledge or hypothecation agreement that requires the pledgee or secured party to be bound by all the terms and conditions of this Article XII. XII.2 First Refusal Rights. (a) Offer to Other Unit Holders. A Unit Holder desiring to sell all or any of its Units to a third party purchaser shall obtain from such third party purchaser a bona fide written offer to purchase such Units, stating the terms and conditions upon which the purchase is to be made and the consideration offered therefore. Such Unit Holder shall give written notice to the other Dnit Holders and the Manager of its intention to so transfer such Units. Such notice shall set forth the complete terms of the written offer to purchase and the name and address of the proposed third Party purchaser. (b) Option of Other Unit Holders. The other Unit Holders, shall, on a basis pro rata to their Units or on a basis pro rata to the Units of those remaining Unit Holders exercising their first refusal rights, have the first right to purchase all (but not less than all) of the Units proposed to be sold by the selling Unit Holder upon the same terms and conditions stated in the notice given pursuant to Section 12.2(a) by giving written notice to the other Unit Holders and the Manager within ten (10) days after such notice from the selling Unit Holder. The failure of a Unit Holder to so notify the other Unit Holders (including the selling Unit Holder) and the Manager of its desire to exercise its first refusal rights within said ten (10) day period as required by this Section 12.2(b) shall result in the termination of such Unit Holder's first refusal rights. (c) Unit Holder's Failure to Exercise Option. Within ten (10) days after expiration of the ten (10) day period specified in the preceding paragraph, the selling Unit Holder shall notify those Unit Holders electing to exercise their first refusal rights and the Manager of any Units that the other Unit Holders did not elect to purchase. Those Unit Holders exercising first refusal rights in accordance with the preceding paragraph shall then notify the selling Unit Holder, the Manager and the other purchasing Unit Holders whether they elect to purchase such remaining Units, which shall be pro rata or allocated in such other manner as the purchasing Unit Holders shall agree. If no such notification is received by the selling Unit Holder and the Manager from any such Unit Holders in accordance with this paragraph, no Unit Holder shall have any further first refusal rights with respect to such Units. (d) Purchase; Closing. If Unit Holders have elected to purchase all of the Units offered by the selling Unit Holder, the selling Unit Holder shall sell such Units upon the same terms -14- and conditions specified in the notice required by Section 12.2(a), and the purchasing Unit Holders shall close the purchase within thirty (30) days after receipt of notification from the selling Dnit Holder that such Unit Holders have elected to purchase the selling Unit Holder's Units. (e) No Election Made. If Unit Holders do not elect to purchase all of the Dnits offered by the selling Unit Holder in accordance with this Section 12.2, then the selling Unit Holder shall be entitled to sell such Units to the third party purchaser in accordance with the terms and conditions specified in the notice under Section 12.2(a). However, if such sale is not completed within thirty (30) days following expiration of the other Unit Holders' first refusal rights under this Section 12.2, then the selling Unit Holder's Units shall continue to be subject to the rights of first refusal set forth in this Section 12.2. (f) Further Requirements. Upon the sale or the gift of any Units, and as a condition to recognizing the substitution of a Person as a new Unit Holder, the Manager niay require the transferring Unit Holder and the proposed purchaser, donee or successor in interest, as the case may be, to execute, acknowledge and deliver to the Manager such instruments of transfer assignment and assumption and such other agreements and to perform all such other acts that th~ Manager may deem necessary or desirable to: (i) constitute such Person as a Unit Holder (ii) confirm that the Person desiring to become a Unit Holder, has accepted, assumed and agreed t~ be subject and bound by all of the terms, obligations and conditions of this Agreement (whether such Person is to be admitted as a new Member or will merely be an Economic Interest Owner); (iii) maintain the status of the Company as a partnership for federal tax purposes; and (iv) assure compliance with any applicable state and federal laws, including securities laws and regulations. (g) Indemnification. Each transferring Unit Holder hereby agrees to indemnify the Manager, the Company and the Members against any and all loss, damage or expense (including, without limitation, tax liabilities or loss of tax benefits) arising directly or indirectly as a result of any transfer or purported transfer in violation of this Article XII. (h) Gift to Heirs. Subject to Section 12.3, a Unit Holder may gift all or any Units (without regard to Sections I2.2(a) through (e)), provided, that the donee complies with Section 12.2(0 and further provided that the donee is either (i) such Unit Holder's spouse or lineal descendent (including adopted children); or (ii) a trust for the benefit of, or a corporation, partnership or limited liability company at least seventy-five percent (75%) of the equity of which is owned by, the Unit Holder, the Unit Holder's spouse or lineal descendants (including adopted children). XII.3 Transferee Not Member in Absence of Consent. (a) Admission of New Members. Notwithstanding anything to the contrary in this Article XII, if the sale or gift of any Units to a transferee or donee, which is not a Member immediately prior to the sale or gift, is not approved in writing by Members holding a Majority Interest, in their sole and absolute discretion, then the proposed transferee or donee shall have no right to participate in the management of the business and affairs of the Company or to become a Member. Such transferee or donee shall be merely an Economic Interest Owner. -15- (b) Forced Sale of Membership Interest. Promptly following any sale or gift of a Member's Economic Interest which does not at the same time transfer the balance of the rights associated with such Person's Membership Interest, the Company shall purchase from such Person and such Person shall sell to the Company for a purchase price of $10, all such remaining rights and interests retained by such Person which immediately prior to such sale or gift were associated With the transferred Economic Interest. The acquisition by the Company of such Person's rights shall not cause a dissolution of the Company and such Person shall no longer be a Member. ARTICLE XIII ADDITIONAL MEMBERS XIII.1 Admission. Subject to this Article XIII, the Members may at any time and from time to time admit additional Members to the Company on such terms and conditions as the Members may deem appropriate. XIII.2 Minimum Contribution. The Capital Contribution of any additional Member shall be as determined by the Members. XIII.3 Further Restrictions on Additional Members. No additional Member shall be admitted to the Company if (i) the admission of that Member would jeopardize the status of the Company as a partnership for Federal income tax pU!pOses, (ii) cause a termination of the Company pursuant to the then-applicable provisions of the Act, (iii) violate or cause the Company to violate any applicable Federal, state or local law, rule or regulation, including, but not limited to, any applicable Federal or state securities law, or (iv) require the Company to register as an investment company under the Investment Company Act of 1940, as amended. ARTICLEXIV DISSOLUTION AND TERMINATION XN.1 Dissolution. The Company shall be dissolved upon the occurrence of any of the following events: (A) a written agreement of all Members to that effect; or (B) a Person ceases to be a Member upon the occurrence of any of the events specified in Subsection 6.6(b ), unless the business of the Company is continued with the consent of Members holding a Majority Interest within ninety (90) days following the occurrence of such event. XN.2 Allocation of Net Profit and Loss in Liquidation. The allocation of Net Profit, Net Loss and other items of the Company following the date of dissolution, including but not limited to gain or loss upon the sale of all or substantially all of the Company's assets, shall be determined in accordance with the provisions of Articles IX and X and shall be credited or charged to the Capital Accounts of the Unit Holders in the same manner as Net Profit, Net Loss, and other items of the Company would have been credited or charged if there were no dissolution and -16- liquidation. XIV.3 Winding Up, Liquidation and Distribution of Assets. Upon dissolution, the Manager shall immediately proceed to wind up the affairs of the Company. The Manager shall sell or otherwise liquidate all of the Company's assets as promptly as practicable ( except to the e~tent the Manager may determine to distribute any assets to the Unit Holders in kind) and shall apply the proceeds of such sale and the remaining Company assets in the following order of priority: (A) First, in payment of creditors, including Members and Managers who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company, other than liabilities for distributions to Members; (B) Second, to establish any reserves that the Manager deems reasonably necessary for contingent or unforeseen obligations of the Company; and (C) Third, by the end of the taxable year in which the liquidation occurs (or, if later, within ninety (90) days after the date of such liquidation), to the Unit Holders in proportion to the positive balances of their respective Capital Accounts, as determined after taking into account all Capital Account adjustments for the taxable year during which the liquidation occurs ( other than those made pursuant to this Paragraph (C) ). XIV.4 No Obligation to Restore Negative Capital Account Balance on Liquidation. Notwithstanding anything to the contrary in this Agreement, upon a liquidation within the meaning of Section 1. 704 l(b )(2)(ii)(g) of the Regulations, if any Unit Holder has a negative Capital Account balance ( after giving effect to all contributions, distributions, allocations and other Capital Account adjustments for all taxable years, including the year during which such liquidation occurs), such Unit Holder shall have no obligation to make any Capital Contribution to the Company, and the negative balance of such Unit Holder's Capital Account shall not be considered a debt owed by such Unit Holder to the Company or to any other Person for any purpose whatsoever. XIV.5 Termination. The Manager shall comply with all requirements of applicable law pertaining to the winding up of the affairs of the Company and the final distribution of its assets. Upon completion of the winding up, liquidation and distribution of the assets, the Company shall be deemed terminated. XIV.6 Certificate of Cancellation. When all debts, liabilities and obligations have been paid and discharged or adequate provisions have been made therefore and all of the remaining property and assets have been distributed to the Unit Holders, the Manager shall file a certificate of cancellation as required by Section 25.15.080 of the Act. XIV.7 Return of Contribution Nonrecourse to Other Members. If the property remaining after the payment or discharge of liabilities of the Company is insufficient to return the Capital Contributions of Members, no Unit Holder shall have recourse against any other Unit Holder. -17- ARTICLEXV INDEPENDENT ACTMTIES OF MANAGERS AND MEMBERS Any Manager or Member may engage in or possess an interest in other business ventures of every nature and description, independently or with others, including but not limited to, the ownership, :financing, management, employment by, lending to or otherwise participating in businesses which are similar to the business of the Company, and neither the Company nor any of the Managers or Unit Holders shall have any right by virtue of this Agreement in and to such independent ventures or to the income or profits therefrom. ARTICLE XVI MISCELLANEOUS PROVISIONS XVI.I Notices. Any notice, demand or communication required or permitted under this Agreement shall be deemed to have been duly given if delivered personally to the party to whom directed or, if mailed by registered or certified mail, postage and charges prepaid, addressed (a) i£ to a Member, to the Member's address specified on the attached Schedule I, (b) if to the Company, to the address specified in Section 2.3, and ( c) if to the Manager, to the address specified in Section 2.3. Any such notice shall be deemed to be given when personally delivered or, if mailed, three (3) business days after the date of mailing. XVI.2 Governing Law. This Agreement shall be construed and enforced in accordance with the internal laws of the State of Washington. XVI.3 Amendments. This Agreement may not be amended except by the unanimous written agreement of all of the Members and the Manager. XVI.4 Headings. The headings in this Agreement are inserted for convenience only and shall not affect the interpretations of this Agreement. XVI.5 Waivers. The failure of any Person to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation. XVI.6 Rights and Remedies Cumulative. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy shall not preclude or waive the right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise. XVJ.7 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest -18- extent permitted by law. XVI.8 Heirs, Successors and Assigns. Each of the covenants, terms, provisions and agreements herein contained shall be binding upon and inure to the benefit of the parties hereto and to the extent permitted by this Agreement, their respective heirs, legal representatives, successor~ and assigns. XVI.9 Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company. XVI.lOCounterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. XVI.lllnvestment Representations. (a) Units Not Registered. The Units have not been registered under the Securities Act of 1933, the Securities Act of Washington or any other state securities laws (collectively, the "Securities Acts") because the Company is issuing the Units in reliance upon the exemptions from the registration requirements of the Securities Acts, and the Company is relying upon the fact that the Units are to be held by each Unit Holder for investment. (b) Unit Holder Representation. Each Unit Holder hereby confirms the Units have been acquired for such Unit Holder's own account, for investment and not with a view to the resale or distribution thereof and may not be offered or sold to anyone unless there is an effective registration or other qualification relating thereto under all applicable Securities Acts or unless such Unit Holder delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification is not required. The Unit Holders understand that the Company is under no obligation to register the Units or to assist any Unit Holder in complying with any exemption from registration under the Securities Acts. EXECUTED by the undersigned Members effective as of the date first above written. DATE~ Yuk Ping Lucy Fok Signed at: Bellevue, WA -19- NAME/ADDRESS Yuk Ping Lucy Fok 13401 Bel-Red Road, Suite A-7 Bellevue, WA 98005 Schedule I Member Information % SHARE 100% RECEIPT EG00046158 BILLING CONTACT AUSDREY LLC 13401 BEL-RED RD #A? BELLEVUE, WA 98005 REFERENCE NUMBER FEE NAME Printed On: November 12, 2015 Prepared Bv: Kris Sorensen Kenton 105_5 SGrndy-VVay,Henton, WA 98057 .... Transaction Date: November 12~015 TRANSACTION PAYMENT AMOUNT PAID TYPE METHOD Fee Payment Check #2112 $1,200.00 Fee Payment Check #2112 $36.00 SUB TOTAL S1,236.00 TOTAL $1,236.00 Page 1 of 1