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Home My WebLink AboutLUA16-000614_MiscLAKE STUDY Southport Shoreline Modifications Prepared for: SECO Development Inc. Prepared on behalf of: Greg Krape, SECO Development, Inc. THE WATERSHED COMPANY I I I I I I I I I I I I I I I LAKE STUDY Southport Shoreline Modifications Prepared for: GregKrape SECO Development, Inc. 1083 Lake Washington Blvd. N, Suite 50 Renton, WA 98056 Prepared by: THE WATERSHED COMPANY 750 Sixth Street South Kirkland . WA 98033 p 425.822.5242 f 425.827.8136 watershedco.com August2016 The Watershed Company Reference Number: 150809 The Watershed Company Contact Person: Andy Noone Cite this document as: The Watershed Company. August 2016. Lake Study. Southport Shoreline Modifications, Renton, WA. Prepared for SECO Development, Renton, WA. TABLE OF CONTENTS Page# 1 Introduction ......................................................... 1 1.1 Background and Purpose ............................................................................. 1 2 Existing Conditions and Ecological Functions 2 2.1 Description of Project Area ........................................................................... 2 2.2 Critical Areas and Habitat ............................................................................. 7 3 Local Regulations ............................................... 9 4 Project Description ........................................... 10 4.1 Proposed Shoreline Modifications ............................................................. 1 O 4.2 Project Purpose ........................................................................................... 11 5 Analysis of Alternatives ................................... 11 6 Impact Evaluation & Functional Lift Analysis 12 7 Best Available Science ..................................... 15 7.1 Habitat .......................................................................................................... 16 7 .2 Overwater Cover .......................................................................................... 16 7 .3 Lighting ........................................................................................................ 16 7.4 Water Quality (substrate disturbance and discharge of waste products)16 8 Summary ............................................................ 17 References ............................................................. 18 Appendix A: Southport Shoreline Modifcations Site Plan LIST OF EXHIBITS Figure 1. Vicinity map from King County iMAP (Electronic reference) ............................ 1 Figure 2. Aerial view of proposed project parcels (outlined in yellow) from City of Renton COR Maps (Electronic reference) ........................................................... 2 Figure 3. Looking northeast near the center of the bulkhead. Note the existing bulkhead, piles, waler, and sheet piles to be removed/repaired ................................ 3 Figure 4. Looking southwest from the pier in the northeast corner. Note the existing bulkhead, piles, and waler to be removed/repaired .................................. 4 Figure 5. Looking north near the western area of the bulkhead. This is the approximate location of the western proposed float. ..................................................... 4 Figure 6. Looking east from the western pier adjacent to Boeing. The western float is proposed in the right hand area of the photo, and the eastern float is proposed adjacent and parallel to the distant bulkhead on the left of the photo ........................................................................................................ 5 Figure 7. Looking northeast from the eastern walkway ................................................... 5 Figure 8. Detail of timber waler, pile, timber spacer, sheet pile and anchor. Note the rotted condition of the timber sheet pile closest to the concrete bulkhead.6 Figure 9. Dolphin and finger pier in center of photo is proposed for removal. ................. 6 Figure 10. Dolphin in center of photo is proposed for removal ......................................... 7 Figure 11: A turtle was observed on site by Kenny Booth, Senior Planner. The turtle appears to be an invasive red-eared slider (photo taken August 1Qlh, ~15) ........................................................................................................ 9 ii LAKE STUDY SOUTHPORT SHORELINE MODIFICATIONS 1 INTRODUCTION 1.1 Background and Purpose The Watershed Company A ugust 2016 The purpose of this report is to document potential critical area impacts associat ed w ith proposed shoreline modifications at the Southport s ite, located on the shoreline of Lake Washington in the City of Renton, Washington (F igures 1 and 2). The property is located a t 1083 Lake Washington Blvd N, Renton, Washington 98055 (SW % of Section 05, Township 23 North, Range 5 East; 47.503467 N Latitude, -122.205303 W Longitude; Figures 1 & 2). The tax parcel numbers associa te d with this project are: 0823059216, 0523059075, and 0523059076. The project area falls w ithin the Lake Washington/Cedar/Sa mmamish Water Reso urce Management Area (WRIA 8). M c!'l'l'r Ir;land I• ; . ,, I ..... ·-, ........ l'f-llo I! , -.,,,,._ ...... ,..,.... ---, , ....... .... .. . J I ! ' .. Figure 1. Vicinity map from King County iMAP (Electronic reference) 1 Lake Study: SECO Southport Shoreline Modifications ~._~...,w..-.._.--..~,..._a Figure 2 . Aerial view of proposed project parcels (outlined in yellow) from City of Renton COR Maps (Electronic reference). The Southport development includes the Bristol I and II apartment buildings (completed), a hotel (under construction), and a 3-building office and parking garage complex (soon to be under construction). Previous Shoreline Substantial Development Permits include the Southport Level 2 Site Plan in 2000 (Ecology filing date May 3, 2000; SOP #2000-NW-40003); decking over the water discharge tunnel in 2006 (LUA-06-033, SM); and modifications to the master plan in 2008 (LUA-99-1889, SA-A, SM) and again in 2014 (LUA 14-000645,SA-A, AM, MOD, MOD). A Shoreline Conditional Use Permit for a mixed-use development (Bristol I) was approved in 2001 (LUAOl-057, CU-H). Previous shoreline permits did not include the improvements proposed at this time. Shoreline modifications are now proposed to repair the existing bulkhead, improve in-water ecological conditions, accommodate temporary moorage of motorized and non-motorized vessels, and a llow for expanded recreational use of the shoreline. Lake Washington is considered a critical area b y the City of Renton. Renton Municipal Code (RMC) 4-3-0SO-F-2(c) requires that a lake study be conducted as part of any modification to a lake critical area. This report fulfills this requirement. 2 EXISTING CONDITIONS AND ECOLOGICAL FUNCTIONS 2.1 Description of Project Area 2 The site is located in the City of Renton on Lake Washington, between Gene Coulon Memorial Beach Park and the Boeing manufacturing facility. The site is The Watershed Company August 2016 zoned U rban Center and d esignated as a High Inten si ty en vironmen t under the Renton Shoreline Master Program. The existing shoreline is entirely bulkheaded. Upland conditions wi thin the s ubj ect parcel s adja cent to the waterfront are almost exclusively impe rvious (90%+), either con crete or pavers. The central sh oreline area t en feet upland of the bulkhead includes a pedestrian easemen t (Re co rding Nos. 2005102100894, 20051021000895, and 200510 21000896) and an e m ergen cy vehicle access easement. The easternm ost 53 feet of the central wat erfront is vegetated w ith a mix of non-native landscape plants a nd n on-native invasive species such as Himalayan blackbe rry . Existing depths along the bulkhead in the central and western shoreline areas range from 8 feet t o 17 feet. Figure 3. Looking northeast near the center of the bulkhead . Note the existing bulkhead , piles , waler, and sheet piles to be removed/repaired . 3 Lake Study: SEGO Southport Shoreline Modifications Figure 4 . Looking southwest from the pier in the northeast corner. Note the existing bulkhead, piles, and waler to be removed/repaired . Figure 5 . Looking north near the western area of the bulkhead. This is the approximate location of the western proposed float. 4 The Watershed Company August 2016 Figure 6 . Looking east from the western pier adjacent to Boeing. The western float is proposed in the right hand area of the photo, and the eastern float is proposed adjacent and parallel to the distant bulkhead on the left of the photo. Figure 7. Looking northeast from the eastern walkway. 5 Lake Study: SECO Southport Shoreline Modifications Figure 8 . Detail of timber waler, pile, timber spacer, sheet pile and anchor. Note the rotted condition of the timber sheet pile closest to the concrete bulkhead . Figure 9 . Dolphin and finger pier in center of photo is proposed for removal. 6 The Watershed Company August 2016 Figure 10. Dolphin in center of photo is proposed for removal. 2.2 Critical Areas and Habitat Lake Washington II Lake Washington is a 33.8 square mile freshwater lake. It is the second largest lake in the State of Washington. Adult and juveni le Chinook salmon and steelhead trout (listed as Threatened under the Federal Endangered Species Act) migrate through Lake Washington. Adults migrate upstream to reach spawning grounds in local tributaries; juveniles migrate downstream from their nat al streams to reach the ocean. Coho salmon a lso migrate through Lake Washington (Species of Concern under the Federal Endangered Species Act). Bull trout, li sted as Threatened under the Federal Endangered Species Act, may also migrate through Lake Washington. Lake Washington is a Shoreline of Statewide Significance and is classified as a Type-S waterbody. Wetlands and Streams No wetlands or streams were noted within the immediate vicinity of the project area, nor do publicly avail ab le data indicate the presence of aquatic areas aside from Lake Washington. Habitat Habitat structure on the property is virtua ll y non-existent, with no native vegetation present along the s horeline in the project area. The majority of the area 7 Lake Study: SECO Southport Shoreline Modifications 8 immediately upland of the bulkhead is covered with impervious surfaces. Several invasive species are present on site including Himalayan blackberry and reed canary grass. The lack of structural diversity limits food and cover opportunities for most wildlife species, including songbirds and small mammals. The lack of shoreline vegetation also limits cover opportunities for fish and allocthonous inputs into the lake. Soils According to the Natural Resources Conservation Service, the property contains Urban land (Ur) soils. Wildlife Washington Department of Fish and Wildlife Priority Habitats and Species database lists two bald eagle nests within one mile of the project site. Additionally, osprey presence is documented less than a half mile from the project site. These large birds of prey typically nest and feed over large bodies of open water and will likely fly over the project site. Great blue herons are widespread in western Washington. Outside of breeding, which occurs in tall trees, commonly away from human disturbance, the birds are most often observed in and along rivers, lakes, and wetlands. The waters of Lake Washington are likely used by foraging and resting herons throughout the year. A turtle was observed on site by Kenny Booth, Senior Planner on August 1Qth, 2015. The turtle appeared to be a red-eared slider, a non-native species. There are only two native turtle species in Washington, the western painted turtle and the western pond turtle. Historically, western pond turtles inhabited Lake Washington, but they have been extirpated from the area for a number of years, likely due to development pressures, diminished water quality, and/or competition from introduced turtle species. The western painted turtle may still occur in Lake Washington but is also being displaced by introduced invasive species such as the red-eared slider. Two other introduced species have also been observed in Lake Washington: snapping turtles and spiny soft shell turtles. The Watershed Company August 2016 Figure 11 : A turtle was observed on site by Kenny Booth , Senior Planner. The turtle appears to be an invasive red-eared slider (photo taken August 1 oth, 2015) Since the project site is mostly h ardscape surfaces, vegetative h abitat is limited, and it is unlikely that t errestrial wildlife u se the site. Small birds may fl y over the site in order to reach the adjacent to 57-acre Gene Cou lon Memorial Beach Park, w hich, whi le heavily landscaped, provides significantl y more habitat value than the project s ite. 3 LOCAL REGULATIONS In Renton, shoreline areas are governed by the Sh oreline Master Program and regul ated specifica ll y by RMC 4-3-090. Lake Washington is a Shoreline of Stat ewide Significance. As m e ntioned, RMC 4-3-050-F-2(c) requires that a Jake study be conducted as part of any modification to a lake critical area. The required lake study must demonstrate that the proposed modifications result in no n e t loss, meaning the applicant m ust demonstrate that the modifications, combined with any mitigation efforts, will result in equivalent or better protection of shoreline functions. 9 Lake Study: SECO Southport Shoreline Modifications Mitigation or restoration of the critical area may involve restoring the shoreline by removing structures or impervious surfaces, removing invasive plant species, and/or planting native vegetation along the shoreline. 4 PROJECT DESCRIPTION 4.1 Proposed Shoreline Modifications 10 SECO Development proposes the following improvements to the shoreline area at the Southport site (see attached plan set for additional details): Eastern shoreline A fully-grated ramp and float is proposed on the eastern shoreline. The eastern float will feature two ells for added recreational boat access. The float and ramp will total 2,013 square feet. Proposed work along the eastern shoreline also includes abandoning the recently removed 164-foot-long floating walkway referred to as a "log boom". The Jog boom was removed several years ago and will not be restored as part of this project. In addition, existing invasive species located in the northeast comer of the project area will be removed. Central shoreline Significant repairs are proposed for the bulkhead and timber pilings along the central shoreline. The proposed repairs involve the following: the outermost row of rounded timber piles supporting the bulkhead will be removed (approximately 20). The inner row of rounded timber piles supporting the bulkhead will be cut below the low water line and fitted with a steel sleeve. In some areas, piles are missing in this inner row of rounded timber piles. Where missing piles are encountered, new 8-inch diameter steel piles will be driven. A new timber waler will be added to the waterward side of the steel sleeved pile. Existing anchors will be reconnected or replaced, as needed. The inner timber sheet pile will be cut below the low water line. A steel plate will be driven along the waterward edge of the timber sheet pile and bolted to the remaining portion of the timber sheet pile. The area behind the steel plate will be filled with concrete. The outer steel-sleeved pile and steel plate will extend vertically above the high water mark and will support a new grated apron. The apron will be flush with the adjacent sidewalk and will cover remaining exposed bulkhead components. There will be two sections of apron, on either side of the deck, extending 220 feet and 155 feet. The apron will be approximately 3.5 feet wide, resulting in approximately 1,312 square feet of fully-grated over-water coverage. The Watershed Company August2016 Other proposed modifications within the central shoreline include removal of the following: up to 101 derelict pilings, 290 feet of 12-inch by 14-inch horizontal dimensional beams, several drifted logs resting against bulkhead, and all anchor and link logs from the log boom western attachment piling. Western shoreline The western shoreline modifications include installation of a pump out facility at the existing wharf, and installation of a second, fully-grated ramp and float totaling 528 square feet. As mitigation, the proposed modifications include removal of 2 dolphins (each comprised of 7 piles), 1 finger pier (5-feet-wide by 17-feet-long), removal of a 10-foot-wide by 14-foot-long ell end dock, and abandonment of a second recently removed finger pier that was also 5-feet-wide by 17-feet-long. 4.2 Project Purpose The purpose of the proposed project is to repair the deteriorating bulkhead. The bulkhead has been assessed by an engineer and it has been determined that for the bulkhead to last another 30-50 years, it must be repaired. The bulkhead supports the existing walkway/promenade, which is adjacent to the existing apartments and hotel under construction. In addition to needing structural repairs, the existing bulkhead system is unsafe. As mentioned, multiple rounded-piles and sheet-piles are located waterward of the concrete portion of the bulkhead. Many of these components are located just below the OHWM and can't be seen at all times from shore. This project seeks to enhance safety by providing an apron over the remaining (and functionally necessary) in-water components. The apron will ensure that should someone fall or dive from the promenade/walkway, they would not strike any in-water piles or other structural components. The proposed floats are intended to provide public access opportunities for primarily non-motorized watercraft. As mentioned, the site includes four mixed- use apartment buildings, with a hotel and multiple office buildings now under construction. Thus, demand for access to the water will increase greatly. The floats will allow for residents of the site and hotel guests to utilize kayaks, canoes, or other non-motorized vessels. This will result in an increase in direct public access to the shoreline. 5 ANALYSIS OF ALTERNATIVES Pursuant to RMC 4-9-050-L{l)(b), attempts to avoid and minimize, and rectify impacts to the on-site shoreline critical area have been taken. 11 Lake Study: SEGO Southport Shoreline Modifications Avoidance: Shoreline improvements are necessary to avoid future bulkhead failure and provide adequate water access. An alternative location for the project is not feasible, as the project is intended to ensure structural stability for the shoreline and to provide shoreline access for residents, guests, and tenants at the SECO site. Minimization: Minimization techniques were utilized during the design process in order to limit impacts to the shoreline critical area. Minimization measures included providing shoreline access via anchored floats, rather than docks on pilings; reducing the size of the two floats to the minimum necessary; and fully grating the floats to allow light to pass through. Instead of removing and reinstalling the entire bulkhead, repairs to the existing bulkhead are proposed to reduce impacts. Where possible, existing piles and other materials that support the bulkhead will be reused and/or capped, instead of removed and replaced. Rectifying/Mitigation: Mitigation includes the removal of 87 derelict creosote piles, approximately 20 piles associated with bulkhead repairs, two additional dolphins each comprised of seven piles, one finger pier (5-feet-wide by 17-feet- long), and one ell dock (10-feet-wide by 14-feet-long). In addition to removing these docks and creosote pilings, the project will also involve abandoning a second 10-foot-wide by 17-foot-long finger pier, abandoning the recently removed 164-foot long floating walkway, removing all anchor and link logs associated with that floating walkway, and removing several drift logs resting against the bulkhead. The project will also involve controlling invasive species within the shoreline area, particularly Himalayan blackberry. Overall removal includes 225 square feet of existing pier area, and approximately 121 creosote pilings. 6 IMPACT EVALUATION & FUNCTIONAL LIFT ANALYSIS 12 The project involves improvements to the shoreline bulkhead, installation of two new floats, and removal of multiple in-water and over-water components. Overall the proposed impact has been minimized to the greatest extent feasible in that anchored, fully-grated floats were chosen over piers. The grating allows light to penetrate. Anchoring the floats, as opposed to installing new pilings virtually eliminates temporary noise impacts during installation, and it reduces in-water structure. The Watershed Company August2016 To mitigate for the proposed impacts, a number of improvements are proposed. In total, over 121 creosote pilings are proposed for removal. Creosote leaches into Lake Washington and contributes to impaired water quality. Their removal will reduce the ongoing impact to water quality in the area. Additionally, the creosote pilings that support the bulkhead, which are proposed to remain, will be cut below the low water line and fitted with a steel sleeve. The outer pilings will be sealed with a steel pipe sleeve, and the inner row of pilings will be sealed with steel sheet pile and concrete fill. The proposed project will reduce potential predator structure through the removal of 121 piles. The proposed project will remove 225 square feet of existing solid-decked overwater structures. The 3,853 square feet of new apron, ramps and floats will be fully grated, and flotation materials will be minimized to maximize light transmittal. Additionally, the proposed floats will be anchored rather than supported through new piles. The most effective strategy for minimizing or eliminating potential construction- related impacts would be to restrict construction to periods when the presence of bull trout, steelhead, and Chinook salmon is improbable. The combined fish- protection prohibitions on in-water construction by NOAA Fisheries and USFWS result in an allowable in-water construction window of July 16 through July 31 and November 16 through December 31. This window is adequate to minimize the probability that bull trout, Chinook salmon, or steelhead would be in the action area during construction. The precautionary conditions that have been proposed would minimize the potential for the release of waste products or construction debris to the lake. Additionally, during construction, any barge or workboat used for construction would not be allowed to ground, and all construction debris will be stockpiled on upland areas or on the construction barge so that it can be properly disposed of on land in such a manner that it cannot enter into the waterway or cause water quality degradation. Through the removal of 121 piles, the project will significantly minimize in-water structures that may attract predators to juvenile salmonids. The effects of new overwater structures will be minimized through the use of grated decking and through the use of helical anchors instead of new piles. The proposed improvements, when considered with the proposed mitigation will result in no net loss of ecological function, as demonstrated below in Table 2. 13 Lake Study: SEGO Southport Shoreline Modifications Table 1. Impact Assessment Structure Proposed for Proposed Removal New Pilings (including dolphins) (number of pilings) 121 o· Fully-grated Float (western) (square feet) 0 528 Fully-grated Float (eastern) (square feet) 0 2,013 Gully-grated apron along bulkhead (square feet) 0 1,312 Solid deck overwater structure (square feet) 225 0 . New piles will be dnven if there are any missing bulkhead support piles . Table 2. Functional Lift Analysis/ No Net Loss Demonstration Critical Area/ Shoreline Existing Conditions Proposed Functional Setback Conditions Improvement? Functions Most derelict Yes; water quality will be The shoreline area is essentially creosote pilings slightly improved. While entirely impervious and are removed. the majority of leaching Water incapable of filtering stormwater Functional occurs early in the life of Quality prior to entering the lake. pilings are the piling, some leaching Creosote pilings are leaching sleeved or of heavy metals and into the lake. otherwise contaminants will be sealed. avoided. The shoreline area is essentially entirely impervious and therefore Similar to Hydrology lacks vegetative structure that existing Hydrologic function on can slow stormwater velocities site will be maintained. discharging into the lake from conditions. nearby impervious areas. The existing shoreline area is essentially entirely impervious Invasive species Habitat function will be and lacks the native vegetation will be removed. maintained. Piles that Habitat necessary to provide substantial A majority of provide potential juvenile forage/cover opportunities. In-derelict pilings salmon predator habitat water habitat contains 100+ will be removed. will be removed. pilings providing bass habitat. Derelict piles will be Invasive species removed, reducing The shoreline area is heavily are removed. juvenile salmon degraded with impervious 121 derelict predation. Invasive surfaces at the shoreline edge creosote pilings species will be removed. Net and no native vegetation. are removed. Hydrologic and shoreline Condition habitat function will be Derelict creosote pilings provide Proposed fully maintained. Water quality bass habitat and encourage grated floats functions will be slightly juvenile salmon predation. allow for light penetration. improved. Overall, no net loss of shoreline functions will occur. 14 The Watershed Company August 2016 7 BEST AVAILABLE SCIENCE In order to minimize and avoid potential impacts and provide adequate mitigation, the proposed project and mitigation plan were designed using best available science in accordance with RMC 4-8-120-19, and RMC 4-3-050-L-1-c. A discussion of the potential affects to salmonids associated with the project follows below. 7.1 Habitat Graphs of trapping data indicate that juvenile Chinook salmon migrating from the tributaries into Lake Washington exhibit two basic strategies: 1) direct migration to the lake as fry without extended stream rearing; and 2) migration to the lake as parr or smolts (average length 100 mm), following extended stream rearing. Chinook fry begin entering Lake Washington around the first of the year, peaking in February, while parr and smolts enter the lake from April through July, peaking in late May (Tabor et al. 2006). Most naturally produced Chinook salmon juveniles in Lake Washington originate in the Cedar River (Celedonia et al. 2008). Past studies of juvenile Chinook salmon in Lake Washington indicate that juvenile Chinook salmon were concentrated in the south end of Lake Washington from February to May and the density of Chinook salmon fry using lake shorelines in the spring decreases logarithmically with increasing distance from the mouth of the Cedar River (Tabor et al. 2006). The geographic proximity of the project site to the mouth of the Cedar River suggests that the area may be significant to Chinook and other salmonids. However, past studies in Lake Washington have found that juvenile Chinook salmon prefer shallow water habitats with overhanging vegetation, with an approximately 4.5:1 ratio of fish using overhanging vegetation to fish occurring away from overhanging vegetation (Tabor et al. 2004, 2006). The project area does not include shallow water habits or any significant overhanging vegetation. During the period from mid-February to mid-April, Chinook salmon fry rear along shorelines less than 1.6 feet in depth, and they are typically found within 30 feet from the OHWM (Tabor et al. 2006). As noted above, at high water, depths adjacent to the bulkhead range from 8 to 17 feet; therefore, the project is not expected to affect shallow water rearing habitats. 7 .2 Overwater Cover Juvenile Chinook salmon display avoidance behavior of piers. Surface water observations found that upon approaching a pier, juvenile Chinook salmon will move into deeper water and either pass under or swim around the pier (Tabor et al. 2006). Similarly, in acoustic tracking studies, Chinook smolts avoided areas 15 Lake Study: SEGO Southport Shoreline Modifications under overwater structures and changed course to move around such structures (Celedonia et al. 2008). The change in light levels associated with piers and other overwater structures may make it difficult for juvenile Chinook salmon to detect predators (Tabor et al. 2006), and salmon predators like smallmouth bass are often associated with pier piles (Celedonia et al. 2008). The proposed project will reduce potential predator structure through the removal of 121 piles. The proposed project will remove 225 square feet of existing solid-decked overwater structures. The 3,853 square feet of new ramps and floats will be fully grated, and flotation materials minimized to maximize light transmittal. Additionally, the proposed floats will be anchored rather than supported through new piles. Through the removal of 121 piles, the project will significantly minimize in-water structures that may attract predators to juvenile salmonids. The effects of new overwater structures will be minimized through the use of grated decking and through the use of helical anchors instead of new piles. 7.3 Lighting Juvenile salmonids on Lake Washington are attracted to bright artificial lighting (Tabor et al. 2015), which can potentially make them more vulnerable to predation. No lighting is currently proposed as part of the shoreline improvements. 7.4 Water Quality (substrate disturbance and discharge of waste products) 16 Pile and finger removal could produce temporary, localized sediment plumes that would dissipate following cessation of activity. Turbidity is generally considered an undesirable condition for salmonids, as exposure to potentially contaminated or abrasive sediments suspended in the water column is thought to result in lethal and sub-lethal effects (Newcombe and MacDonald 1991). However, localized episodic turbidity events from an individual construction activity would not represent a permanent sediment source and would not produce conditions of chronic exposure necessary to produce a direct detrimental effect on juvenile fishes (Newcombe and MacDonald 1991 ). Considering that the turbidity produced by any construction activity would be localized and temporary, the most probable impact on juvenile salmonids would be a behavior modification (avoidance response), rather than injury or reduction in growth potential. An avoidance response could expose juvenile salmonids to increased predation or force them away from preferred rearing areas. The most effective strategy for minimizing or eliminating potential construction- related impacts would be to restrict construction to periods when the presence of Chinook and coho salmon, steelhead, and bull trout is improbable. The The Watershed Company August 2016 combined fish-protection prohibitions on in-water construction are adequate to minimize the probability that Chinook salmon, steelhead, or bull trout would be in the action area during construction. 8 SUMMARY The proposed project involves shoreline modifications to improve public shoreline access through installation of boat moorage floats and to repair an existing deteriorated bulkhead. A total of 3,853 square feet of new, fully-grated overwater structure is proposed. This number includes two new floats, one totaling 2,013 square feet and the other totaling 528 square feet, and an over-water grated apron totaling 1,312 square feet atop the bulkhead. To offset impacts associated with the proposed shoreline modifications, multiple mitigation measures are proposed. Mitigation includes removal of 107 derelict creosote piles, removal of 290 feet of horizontal dimensional beams, removal of two dolphins (totaling 14 piles), removal of one finger pier (85 square feet), removal of one ell end dock (140 square feet), abandonment of a second finger pier (85 square feet), and abandonment of the 164-foot-long log boom. The removal of these derelict piles and piers will result in an improvement in water quality, while habitat and hydrological functions will be maintained. Overall, no net loss of shoreline ecological functions will result from the proposed project. 17 Lake Study: SECO Southport Shoreline Modifications REFERENCES Beak Consultants Incorporated. 1998. Final Lakepointe Technical Report on Natural Resources. Section 3.0 Fisheries. Prepared for Pioneer Towing, Kenmore, WA. April 1998. 108 pp. Busby, P.J., T.C. Wainwright, G.J. Bryant, et al. 1996. Status review of west coast steelhead from Washington, Idaho, Oregon, and California. National Oceanographic and Atmospheric Administration Tech. Memo. NMFS-NWFSC- 27. California Department of Transportation. 2007. Compendium of Pile Driving Sound Data. Prepared by Illinworth & Rodkin, Petaluma, CA. Celedonia, M.T., R.A. Tabor, S. Sanders, D.W. Lantz, and I. Grettenberger. 2008. Movement and habitat use of Chinook salmon smolts and two predatory fishes in Lake Washington and the Lake Washington Ship Canal: 2004-2005 Acoustic Tracking Studies. U.S. Fish and Wildlife Service, Olympia, WA. CG Engineering. 2016. Structural Observation Report-SECO Development Bulkhead. City of Renton. Electronic Reference. COR Mapping. Available at: http://rp.rentonwa.gov/SilverlightPublicNiewer.html?Viewer=COR-Maps [Accessed May 27, 2016. City of Seattle. 2008. Synthesis of Salmon Research and Monitoring (Investigation Conducted in the Western Lake Washington Basin). Prepared by Seattle Public Utilities (SPU) and the U.S. Army Corps of Engineers (Corps), Seattle Division. December 31, 2008. De Vries, P. and 18 others. 2005. PIT tagging of juvenile salmon smelts in the Lake Washington Basin: Fourth year (2003) pilot study results and synopsis of 2000- 2003 findings. Final Technical Report to the U. S. Army Corps of Engineers, Seattle District, and Seattle Public Utilities. Federal Register. Volume 81, No. 36, 24 February 2016. Final Rule: Endangered and Threatened Species; Designation of Critical Habitat for Lower Columbia River Coho Salmon and Puget Sound Steelhead. __ . Volume 73, No. 200, 15 October 2008. Final Rule: Fisheries off West Coast States; West Coast Salmon Fisheries; Amendment 14; Essential Fish Habitat Descriptions for Pacific Salmon. 18 The Watershed Company August 2016 __ . Volume 72, No. 91, 11 May 2007. Final Rule: Endangered and Threatened Species: Final listing determinations for Puget Sound Steelhead (Oncorhynchus mykiss). __ . Volume 70, No. 185, 26 September 2005, Final rule. 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Puget Sound/Strait of Georgia coho salmon (Oncorhynchus kisutch). __ . Volume 64, No. 210, 1 November 1999. Final rule: Endangered and Threatened Wildlife and Plants; Determination of threatened status for bull trout (Salvelinus confluentus) in the coterminous United States. __ . Volume 64, No. 147, 2 August 1999. Final rule: Endangered and Threatened Wildlife and Plants; Listing of Nine Evolutionarily Significant Units of Chinook Salmon, Chum Salmon, Sockeye Salmon and Steelhead. Goetz, Fred. Fishery Biologist, U.S. Army Corps of Engineers, Seattle District. Personal communication, e-mail to Dan Nickel (The Watershed Company), 14 May 2004. Hendry, A.P. and T.P. Quinn. 1997. Variation in adult life history and morphology among Lake Washington sockeye salmon (Oncorhynchus nerka) populations in relation to habitat features and ancestral affinities. Canadian Journal of Fisheries and Aquatic Science 54: 75-84. Kerwin, J. 2001. Salmon and steelhead habitat limiting factors report for the Cedar- Sammamish basin (Water Resource Inventory Area 8). Washington Conservation Commission, Olympia, WA. 587 pp. 19 Lake Study: SEGO Southport Shoreline Modifications King County IMAP. Electronic reference. Available at: http:ljwww.kingcounty.gov/operations/GIS/Maps[iMAP.aspx [Accessed May 27, 2016) Tabor, R.A., A. Bell, D. Lantz, C. Gregersen, and H. Berge. 2015. Artificial Lighting Experiments in Lake Washington (2014) and Lake Sammamish (2015). Tabor, R.A., H.A. Gearns, C. M. McCoy III, and S. Camacho. 2006. Nearshore Habitat Use by Juvenile Chinook Salmon in Lentic Systems of the Lake Washington Basin, Annual Report, 2003 and 2004. U.S. Fish and Wild Service. Olympia, WA. Tabor, R. A., J.A. Sheurer, H.A. Gearns, and E.P. Bixler. 2004. Nearshore Habitat Use by Juvenile Chinook Salmon in Lentic Systems of the Lake Washington Basin, Annual Report 2002. U.S. Fish and Wild Service. Olympia, WA. Tabor, R.A., H.A. Gearns, C.M. McCoy III, and S. Camacho. 2006. Nearshore habitat use by juvenile Chinook salmon in lentic systems, 2003 and 2004. Prepared by the U.S. Fish and Wildlife Service, Western Washington Fish and Wildlife Office, Fisheries Division. Prepared for Seattle Public Utilities. U.S. Army Corps of Engineers (Corps). Electronic Reference. http:Uwww.nwd- wc.usace.army.mil/nws/hh/www/index.html#. [Accessed May 27, 2016) U.S. Army Corps of Engineers (Corps), National Marine Fisheries Service (NMFS), and U.S. Fish and Wildlife Service (USFWS). 2001. Special Public Notice: Endangered Species Act Guidance for New and Replacement Piers and Bulkheads in Lake Washington, Lake Sammamish, and the Ship Canal, Including Lake Union. 11 pp. Washington Department of Fish and Wildlife (WDFW). Electronic Reference. SCoRE: Salmon Conservation Reporting Engine. https:ljfortress. wa. gov I dfw /score/score/maps/map details.j sp ?geocode=county& geoarea=King. [Accessed May 27, 2016). Washington Department of Transportation (WSDOT). 2015. Biological Assessment Preparation for Transportation Projects -Advanced Training Manual. Water Resource Inventory Area 8 (WRIA 8). 2005. Lake Washington/ Cedar/ Sammamish Watershed (WRlA 8) Chinook Conservation Plan. Volume 1. Weitkamp, L.A., T.C. Wainwright, G.J. Bryant, G.B. Milner, D.J. Teel, R.G. Kope, and R.S. 20 Waples. 1995. Status review of coho salmon from Washington, Oregon, and California. U.S. Dept. Commer., NOAA Tech. Memo. NMFS-NWFSC-24. 258 pp. The Watershed Company August 2016 Wetherbee, P. and D. Houck. 2000. Reconnaissance Analysis of Water Quantity and Quality Trends in the Lake Washington Watershed. Presentation and Extended Abstract presented at the Workshop -Chinook Salmon in the Great Lake Washington Watershed. HOR, Inc. and King County Department of Natural Resources, Wastewater Treatment Division. M.W. 2004. Analysis. 21 APPENDIX A The Watershed Company August 2016 Southport Shoreline Modifications Site Plan Appendix A 4 N I -~~ / I ( I , ' \ \ \ \ -~ \ '--.JI ' I ''---\ ? ',.__ ~ , // __ -I -, _-J \, f' 'I ~-.:.;_--l ''t 'y/--1 '\ , :--, :-::-::-:· \ __ -C -~.; ',)';:;, / ,..J:,-/\ \ _- \ --,~_'-"" \~ \ -'-~,., ~r-"'f' "' ' \ >f '~ \r 1,1111 \,)) ·-/ JOB SITE '~-I / ( " J \ -.. ,, '---"' AREA MAP /NO SCALE LEGAL DESCRIPTIONS 1 / 4 SEC l,O:..Xi..01 # 1/t, SE::: 'AXLOT # 1/4 SE::: TAXL(1T # LAT. _Q~G LAI LC~G U,.T i..Gr,G ADJACENT OWNERS: '·') -b CD Waterfrmt Ccn5truction PROPRIETARY -\ LAI<£ WJ.SH·NCTON ~\ JOB SITE, _ j; ,~/~ \\ ') t !i ~ it fc I' ~\ q !\ : i • "\ -,~'" " \_ .. '.,~"i VICINITY MAP /NO SCALE I OT 2 ;,>s,( LC"'." A I CT fl 4 IX I -7 / ~- IA --~':' ------,------~----. -,J ---. --,/ ,/, , -' LCT 13 ) / / JOB SITE / / / / '\ \\ ) / I ( ', ,--......._j "1 C'.:_v' -0, \ \ \ \ 'h \ \ \ \ \ \ ~.,...\,. , I, ' \ \ \., \ I/ \ ' ', '--~ \ ~<::~:::,. l"' \\ / ' , \ I, (,..-,, ,· < -~ ...... / / -----x: / . ·. -~--/ '-,·. -,( ''--_.,/ A, .. -', ':; ·\ _ _../ 0 ./·< :~,..... ,_·:,·-,'. ,-~,,-· ··'\;, ,,::'/, ', :_, LOT 2 ---~~-\ \·, /<· LOT ' -,,,L--~- ~ _,/II ,', );, ,/;: \,, I JOB SITE / '1 ~~\ II L I r I I Ii 11 ,-, :1 I ! / Jj ivf--t-1 11-1 ,'' \ --" -11 \ / / ''x ' r_--\I ./ //\ \ / ''• \ I ' ' \ ' -/_//-·r;:// L_/' CD y• cC>T B ), ', JOB SITE ,' ' "-' ----/ . ___ _/ /\ ' ;/ "\ /-t ,,/; lif1J / / ('· ), I ,/ / -\ / 4 IX I 7 \ \ ,:. / \ -,--v·· EXISTING SITE PLAN / ' 1\ \ \ ), -' / ~ '~ ~ Q;--.,) , )/ .'":~, / \ '--<.~-- \ r ", / / \1 "--;(' / ,I, ---~ -"'-// ..-C'\ "~. , , ._\ ___ ./ \.::/ '---:._~\ ,~ ', ". \I / \ \ /)-\ \ ' \ ' ' \ \ ,<>., \ \; _,-./ ·, \ '. '1 1 1 IL..--- I I ,/ " -'11 . :/ , . 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' • • • • ~. • • • • i I rAP;:>UCANT· ·· 'I".-,->,<i MAl;_JNG ADDRESS JCBSITE AJDRESS 1 ~' I • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • .i:" r= LJ--iq j II ' cl 1~--~--- D ______ ,.D ---_,;' RAMP SECTION (1YP) --~-----,---------------- ' \t "/ Waterfront Construction Inc. PROPRIETARY - ,l, I ' FLOAT FRAMING DETAIL (1YP) ~ r· ·1 y ·r ' "'"\. ' -~--·~=~:.L ~I,] 1--'· FLOAT SECTION (1YP) .-w-. f.,ll.Kl ',1A.T(R.AL ~l'c- S?ECS TRE:A-MEI\ T REVISED 8-9-16 .,.1 ~ !'' ·h, i· ~ ' PATENT NO. US 7,708,497 B2 MAY 4, 2010 ~ z j ~ " " " ~ -2 n w ~ 0 " 0 " " .;..: w 7 , ,, if 0 cc ~ w " n 0 4 D 7 ~ " z " 0 w " 0 0 < w ~ w " 2 ~ w 0 2 ~ t ;:l ~ < < < [L 0 < ~ 0 w ' u "' T u w w , < 7 8 Ll C -::r::: 0 0" -" -z 0 ~ u ~ ' :? ~ 0 " 0 ,y w m 5 z 'Ll z ~ < 3 I '~· ~ .... ':' u~! ~~~ -ltc.,s; ,s~ :'l~;:: N:,,"' :-:i:%~ =~~ I "'""m '\' '""' l'' 3'' 3' CONCRETE 6xl0 ECO\.OGV BlOC~ AP9ROX HIG~IMOER SPACER ~ --·--. "'--. WATERtEVEl ~ "' -_ __ _ _ _ "" """" ;:,~: --- APnOXlOW ~ . . WATIR lfVEl -' · EXMUOUNE~ EX 12"¢ TIMBER Pili TO HE REMOVED~' 12"0 TIM6EAPllE~ G) ~JS;,~N.?-0-CONDITION /8xl2TIM8ER / SHEET PILE EXAN[HOR PT 4>.10 Hf #1 WALER W/ S/t"0 THRE/1.0ED ROD DOWEL& EPOXY TO EXCONC PT 4>:10 HF #2 WALER PT Bx8 DF#l PILE CAI' APPROX HIGH WATERLfVH APPROX tOW WATl:RlEVH Cl/TEX PILE BElOW EX LOW WAIT/I l.£VEL & SLEEVE W/STE£l PILE STEEL 01111/EN 8El0W GAAOE&ATI.lCHEOTO EX SHEET PILE WALL 4'·0" MIN BHOW LOW WATER LEVEL OBLCl».12 Pl 4'4, STRINGER f! 4'-0" 0C 1" OPEN GRATING EX CONCRETE & 4x6PT LEDGER W/ PAVER SIOEWAU: \ S/8'0 EXP~SION ANCHOR {!ii l'-6" 0C --- '. --V'-.-___ --_---__ •-..' l' • 3', 3' CONCRETE ·' !: . _•·-. ECOLOGY BLOCK -,--___ ,_~_ ";_·-_-r RECONNECT EX 1>.NCliO!IS : · __ • _ WHERE POSS16LE t~--~: .~-. DOWEL & tPOXY 114 @I ~ 2'-/;/'0CEAWAYW/HllTI HY-200& 4" MIN EMBED CON( FILL 8EHIN0 STEH Pl.AT£ CUT EX S.12 TIMBER 51-IHT Pit.£ BHOW lOW WATU LINE l~e Ml~NG ~IL.ES ARE ENCOUNTERED THEYSHAli BE REPI..ACEO W/ 8"0STEElPllES. ® ~,L~~~tD REPAIR SECTION cm ENGINEERING "'° "1H .i.vt. s .. sum: 200 EOWOND5, WASMINCTOtl HCl20 PHONE (G5) 771-'500 ru (.US) na--Mla z 0 C • • u ~ 0 ~ , i DESIGN: DRAWN: CHECK; JOB NO· DATE: a:: ~ L,J a:: Cc i5 ~ ::c m "' ....I z ::, 0 m 1-- " 1--z Z- L,J ::c ::i; Vl CL < g 3: < L,J L,J 3: > "' ~ ::'i z 0 t') ~ 0 <Xl Z L,J O L,J V) -"' SHEET: V o..-, 0"1' CCC 16027.10 05/20/16 ~ ~ Lu 0 ...J <( e::: ::::, 1- () ::::, ~ 11 VJ ! 81.1 I BIOLOGICAL EVALUATION FOR FISH AND WI LOLI Fe SPECIES I Southport Bulkhead Repair and I Shoreline Float Project -Renton, W Prepared for: U.S. Army Corps of Engineers, Seattle District I Prepared on behalf of: Greg Krape, SECO Development, Inc. I THE WATERSHED COMPANY June 2016 I I I I I I I . I I I I I I I I I I I I BIOLOGICAL EVALUATION for Sensitive Fish and Wildlife Species at the Southport Bulkhead Repair and Shoreline Float Project on Lake Washington, Renton, King County, WA: NWS-2016-_ Prepared for: U. S Army Corps of Engineers Seattle District -Regulatory Branch Post Office Box 3755 Seattle, WA 98124 Prepared on behalf of: Greg Krape SECO Development, Inc. 1083 Lake Washington Blvd. N, Suite 50 Renton, WA 98056 Prepared by: THE WATERSHED COMPANY 750 Sixth Street South Kirkland . WA 98033 p 425.822.5242 f 425.827.8136 watershedco.com June 2016 The Watershed Company Reference Number: 150809 The Watershed Company Contact Person: Sarah Sandstrom TABLE OF CONTENTS Page# 1 Introduction ......................................................................................... 1 2 Description of Proposed Action ........................................................ 1 2.1 Location ........................................................................................................... 1 2.2 Project Description ......................................................................................... 3 2.3 Construction Sequence .................................................................................. 4 2.4 Minimization Measures ................................................................................... 6 2.4.1 Timing Restriction .............................................................................................. 6 2.4.2 Construction Measures ..................................................................................... 6 2.4.3 Overwater shading ............................................................................................. 6 2.4.4 Removal of predator habitat ............................................................................. 7 2.5 Action Area ...................................................................................................... 7 3 Listed Species ..................................................................................... 8 4 Environmental Setting ...................................................................... 1 O Species Information and Site Use .......................................................... 13 4.1 Chinook Salmon ............................................................................................ 13 4.2 Bull Trout. ...................................................................................................... 16 4.3 Steelhead ....................................................................................................... 16 5 Effects of the Action ......................................................................... 17 5. 1 Direct Effects on Salmonids ......................................................................... 17 5.1.1 Noise ................................................................................................................. 17 5.1.2 Water Quality (substrate disturbance and discharge of waste products). 18 5.1.3 Habitat ............................................................................................................... 19 5.1.4 Lighting ............................................................................................................. 20 5.1.5 Direct Mortality ................................................................................................. 20 5.2 Indirect Effects on Salmonids ...................................................................... 20 5.2.1 Water Quality .................................................................................................... 20 5.3 Effects to Critical Habitat ............................................................................. 21 5.3.1 Chinook Salmon ............................................................................................... 21 5.3.2 Bull Trout .......................................................................................................... 22 5.3.3 Steelhead .......................................................................................................... 24 5.4 Cumulative Impacts ...................................................................................... 24 6 Determination of Effect .................................................................... 25 6.1 Chinook Salmon ............................................................................................ 25 6.2 Bull Trout ....................................................................................................... 26 6.3 Steel head ....................................................................................................... 26 6.4 Critical Habitat. .............................................................................................. 27 6.4.1 Chinook Salmon ............................................................................................... 27 1 6.4.2 Bull Trout .......................................................................................................... 27 6.5 Effect Determinations Summary .................................................................. 28 7 Essential Fish Habitat ....................................................................... 28 7.1 Project Description ....................................................................................... 29 7.2 EFH Conservation Measures ........................................................................ 29 7.3 Species Description and Site Use ................................................................ 30 7.3.1 ChinookSalmon ............................................................................................... 30 7 .3.2 Coho Salmon .................................................................................................... 30 7.4 Effects of the Project .................................................................................... 31 References ............................................................................................... 32 Appendix A Appendix B Project Plans Structural Observation Report LIST OF FIGURES Figure 1. Figure 2. Figure 3. Figure 4. Figure 5. Figure 6. Figure 7. Vicinity map from King County iMAP (Electronic reference) ..................... 2 Aerial view of proposed project parcels (outlined in yellow) from City of Renton COR Maps (Electronic reference) .............................................. 2 General depiction of project action area (yellow), with area of potential airborne noise (0.8-mile radius) in red (Google Earth). The aquatic action area extends approximately 33 feet from project operations .................... 8 Looking northeast near the center of the bulkhead. Note the existing bulkhead, piles, waler, and sheet piles to be removed/repaired ............. 12 Looking southwest from the pier in the northeast corner. Note the existing bulkhead, piles, and waler to be removed/repaired ................................ 13 Detail of timber waler, pile, timber spacer, sheet pile and anchor. Note the rotted condition of the timber sheet pile closest to the concrete bulkhead. ······························································· ..................................... 13 Relationship (logarithmic function) between the mean juvenile Chinook salmon density and the shoreline distance (km) to the mouth of the Cedar River in south Lake Washington, 2003. ....................... .. ................. 15 LIST OF TABLES Table 1. Table 2. Table 3. Table 4. Table 5. 2 Applicable work window ........................................................................... 6 Listed species that may use the project area (NMFS/USFWS as of May 27,201~ ................................................................................ 9 Assessment of primary constituent elements for Chinook salmon .......... 22 Assessment of primary constituent elements for bull trout ...................... 23 Determination of Effect ........................................................................... 28 BIOLOGICAL EVALUATION SECTION 7 , ENDANGERED SPECIES ACT Applicant: SECO Development Corps Reference #: NWS-2016-_ 1 INTRODUCTION The applicant proposes to repair a degraded bulkhead and install two separate floats adjacent to a new deve lopment on Lake Wash ington. This Bio logical Evaluation is prepared to facilita te Section 7 consultation requirements between the U.S. Army Corps of Engineers (Corps), the Nati onal Marine Fis h eries Service a nd th e U. S. Fish and W ildlife Service. 2 DESCRIPTION OF PROPOSED ACTION 2.1 Location The proposed project is located o n the sou theastern s h orelin e o f Lake Washington, in Renton. The property is locat ed at 1083 Lake Washington Blvd N, Renton, Washingt on 98055 (SW 1/.i of Section 05, Townsh ip 23 North, Range 5 East; 47.503467 N Latitude, -1 22.205303 W Longitude; Figures 1 & 2). Tax parcel numbers: 052305-9075 and 052305-9076. The project area falls within th e La ke Washington/Cedar/Sa mmamish Water Resource Man agemen t Area (WRIA 8). 1 Figure 1. F igure 2 . 2 Tuk'wila ~ ..... ... ..... Mercer I sland . ; i/ ; , It" I ... .,. .. ll' t.."rr Renton Be1levue c..o- "~. "-••tiir Newca stle 1'\, 1\ " ... ,,, !..~\ ""' ' ~ ~.~1-- ! ' ; i ......... M "'-... c~::· C",1.1 ,Crcd :; ; ... 1t i ~\ ', Vicinity map from King Co unty iMAP (Electronic reference) Aerial view of proposed project parcels (outlined in yellow) from City of Renton COR Maps (Electroni c reference). 'f, • ,,I c ....... Mou,te.t"I A•7onal Wlc:la,,dPti C ' ' l } £ 2.2 Project Description The Sou thport d evelopment includes the Bristol I and II apartment buildings ( comple te d), a h o t el (under con stru c tion), and a 3-building offi ce and parking garage complex (soon t o be under construction). To support the Southport development and the public pedestrian easement, SECO Development proposes th e following shoreline modi fi ca ti on s: • repair th e existing bulkhead • ins t all two new fl oats • ins t a ll a pump-out faci lity along th e existin g w harf • remove up to 87 derelict piles • remove 2 dolphins (total of 14 piles) • remove 1 fin ger pier (5 feet wide b y 17 feet lon g) • remove 10 -foot-wide by 14-foo t-l ong ell end dock Construction activities are expected to t ake approximately 45 days. Bulkhead Repair Engineer s from CG Engineering evalu ated the structura l integri ty of th e existi n g bulkhead and d e t ermined that r ep air was required to m a inta in the s tructural integrity (CG En gineering 2016). Bulkhead r epair is proposed to ensure the stru ctural stabili ty of the bulkhead, as well as safety of wa terfront users. Repair w ill con s is t of the following, as shown in project plans {Appendix A): • The o utermost row of rounded timber piles (approximately 20) supporting the bulkhead w ill be removed. • The inner row of rounded timber piles supp or ting th e bulkhead w ill b e cut b e low the low water line and fitted w ith a s t eel s leeve. In some ar eas, piles are missing in this inner row of rounded timber piles. Where missing piles a r e encountered, new 8" -diam e ter steel piles w ilJ be driven. • A n ew timber waler w ill b e added t o the waterward side of the s teel sleeved pile. Existing anchors will be reconnected o r replaced, as needed. • The inner timber sh eet pile w ill be cut b el ow th e low wa te r lin e. A steel plate w ill b e dri ven along the waterward e d ge of the timber sh eet pile and bolted to the remaining p ortion of the timber sh eet pile. • The area behind the s t eel p l a te w ill be filled with concr e te . 3 • The outer s teel-s leeved pile and s teel plate w ill ex tend vertically above the high water mark and will support a n e w grate d apron. The apron will be flus h with the adjacent s idewalk and w ill cover remaining exposed bulkhead components. Floats In addition to the bulkhead r e p air activities, two separate float s will be ins talled al ong the shoreline . The flo ats will provide watercraft access to the Southport facilities, as well as recreational opportunities for the hotel u sers, ap artment owners, and public. The fir s t float will b e locate d in the w est ern portion of the wat erfront, halfway between the ex is ting timber wharves. This float w ill ext end approximately 80.5 - fee t from the face of the bulkhead. A 4-foot-9-inch w id e by 30-foot ramp will lead to a SO-foo t-long by 8-foot-wide float. Together, the ramp and float will t otal approximately 530 s quare feet. Both the ramp and the flo a t will b e full y grated. No piles are proposed for the float, rather a tota l of four anchors w ill be insta ll e d to secure th e float. A long the east ern p ortion o f the shor eline ar ea, a second flo a t will be con s tructed. This float w ill includ e a ramp that extends from the existing bulkhe ad just east of the eastern existing wood-plank pla tform. The full y g r a te d r amp w ill measure 48-feet-long b y 4-fee t 9-inches -w ide. The ramp will lea d to a series of full y grated floats that will extend up to 154 feet from shore. Two separate ells, e ach approximately 81-feet-long will extend toward the west. All fl oats will be 8-feet-wide. The e ntire flo a t syst em w ill total a pproximately 2,500 square feet. As w ith th e western float, n o piles are proposed, rather 10 anchors will b e installed to secure the float syst em. Pump-out Facility A pump-out facili ty is propose d on the existing western w h a rf. The facility will include connec tion to a sewer lin e unde r the w h a rf. The sewer line will ultimate ly connect to a lift s tation l ocated b etw e en the apartment buildings and hotel. 2.3 Construction Sequence Con s truction activities w ill occur in the following sequ ence: Mobilization and existing pile, dolphin, and finger removal 1. Mobilize crew, crane barge, supply and debris barges, and materials on sit e . Make s ure that the barge doesn't com e in contact with the lake bottom. 4 2. Remove the existing dock finge r s truc tures consisting of the decking, timbe r s and piles, and place on the debris barge for disposal. All piles will b e remove d using vibratory extraction methods, or \,v here piles are too decomposed for vibratory extraction, they will be cut two fe e t below the mudline and covered. 3 . Remove the existing dolphins consisting of multiple piles. 4. Re move existing derebc t piles near the bulkhead as depicted on the plans . 5. Tow the debris barge to the yard and dis pose in an approved upland waste loca tion. Bulkhead repair 1. Remove the outer row of piles associated w ith the bulkhead. 2. Cut the inne rmost row of rounded timber piles below the low water m ark. 3. Drive s te el plates along the waterward edge of the existing inner timber sheet pile. Secure the s tee l plate to the timber sheet pile with bolts. 4. Fill the void behind the s teel plate with con crete. 5. Sleeve the innermost row of rounde d timber piles with a s teel sleeve. Drive n ew 8-inch-diameter s teel piles, as necessary, in areas void of existing inner row of rounded timber piles . 6. R eplace the wale r on the waterward s ide of the s leeved pile. Existing anchor systems to be reconnected or replaced, as n eeded. 7 . Install fully grate d apron on top of sleeved pile and attach to improved promenade/walkway s urface. Float installation I. Install fi xed ramp connections to exis ting bulkhead. 2. Secure fully grated floats to ramps. 3. Inst a ll h e lical anchoring sys te m s as directed by the plans . Pump-Out Facility 1. Install peri s taltic pump at proposed pump-out fa cility on existing w estern wharf. 2. Ins tall 3" HDPE sew e r line unde r wharf, as well as from the wharf to lift station located between the apartment buildings and hotel. The pipe paralle l to the shore will be buried landward from the bulkhead. 5 2.4 Minimization Measures TI1e following measures will ensure that any disturbance to sensitive fish and wildlife species utilizing the action area w ill be minimized. 2.4.1 Timing Restriction No in-water work will occur from January 1st through July 15th and August 1st through November 15th, per the protection policies of the National Marine Fisheries Service (NMFS), U.S. Fish and Wildlife Service (USFWS), and Washington Department of Fish and Wildlife (WDFW) for bull trout (Salvelinus conjluen tus), steelhead (On corhynchus mykiss), and Chinook salmon (0. tshawytscha). The area is not mapped nor expected to support sockeye salmon (0. nerka) spawning, so no additional timing restrictions are anticipated. The combined fish and wildlife timing r estrictions are depicted graphically in Table 1. The applicant would comply with any amendments made to the timing restrictions following U.S. Army Corps of Enginee r s (Corps), NMFS, USFWS, and WDFW review. Table 1. Applicable work window. Federal & State fish protection Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec No in-water work No in-water work 2.4.2 Construction Measures Several conservation m easures will be employed during construction to minimize potential effects on sensitive fish s p ecies. • New pilings and the steel plates will be installed u sing a vibratory driver to limit noise impacts during construction. • All in-water work will be staged from a barge. • The barge will not be allowed to ground. • A containment boom will s urround each work area to en sure that all r emoved components that ent er the lake will be cap tured, loaded onto the debris barge, and disposed in an approved upland disposal site. 2.4.3 Overwater shading 6 The proposed floats will b e fully grated, and the size of flotation material has been minimized to allow light p enetration. No piles a re propose d as part of the two floats; the floats will be attached to small helical anchors. 2.4.4 Removal of predator habitat A tota l of 3 10 s quare feet of fingers/e ll s w ill b e removed from the s ite . In addition, two dolphins, consisting of 14 total piles will b e r e m oved. Individua l creoso te-treate d piles, tota ling approximately 87, will also b e r emoved . Th ese actions will r e duce the a r ea of h abitat conditions know n to s upport pre dators o f juvenile salmon.ids. 2 .5 Action Area "Action area" i s d e fin e d as "all a r eas to b e affected d irec tly or indirectly by the proposed ac tion and not m er e ly the imme diate area involved in the action." The aquatic action ar ea is based on the dis tance for aqu atic n o ise to a ttenu a te to background conditions . Di s turbance effect s of this proj ect on Chin ook sa lmon, bull trout and st eelhead wou Id be realized within 33 feet of project operations based on a practical s preading l oss equ ation fr om v ib ratory pile driving of 8 and 10-inch d iam e ter st eel piles (see Section 6.1 for further ex planation). Airborne noise from con struction is expected to attenuate to background leve l s w ithin a 0.8-mile radius of the p ie r. This distance was calcula ted with the practical s preading loss equation (W SDOT 2014), u sing inputs based on estimated n oi se levels for a v ibratory pile driver at 94 dB , based on pile s i ze, at 50 feet from the source and a mbie nt noise of 55 dB meas ure d 50 feet from the source. No other areas wou ld b e affected directly or indirectly. The p roject action area i s displayed in Figure 3. 7 Figure 3. General depiction of project action area (yellow), with area of potential airborne noise (0.8-mile radius) in red (Google Earth). The aquatic action area e xtends approximately 33 feet from project operations . 3 LISTED SPECIES 8 The action area is locate d within the geographic range of three federally listed species of salrnonids: 1) Chinook salmon of the Puget Sound Evolutionary Significant Unit (ESU) (Reaffirmed as Threaten e d, U.S. Federal Register, 28 June 2005), 2) bull trout of the Coastal-Puget Sound Distinct Population Segment (DPS) (Threaten e d , U.S. Federal Register, 1 November 1999), and 3) steelhead of the Puget Sound DPS (Threatened, U.S. Federal Registe r, 11 May 2007). Coho salmon of the Puget Sound-Strait of Georgia ESU are also present in the watersh ed and are currently considered a Species of Concern (U.S. Federal Regis t er, 15 April 2004), indicating that they are under less active consideration for formal listing. An ESU of Pacific s almon is cons idered to be a DPS and thus a "species" under the Endangered Species Act. All of these species may b e present in the action area during a portion of their life cycle (Table 2). The project area is a lso located w ithin crilical h abitat th at h as been formally d esignate d for Puget Sound Chinook salmon and Coastal-Puget Sound b ull trout. Critical habita t for C hinook s almon includ es the Lake Washing ton S ubbasin (Watersh ed Code 1 7110012-03) of the Puge t Sound ESU (U.S. Federal Regi s ter, 2 September 2005), and critical h abitat fo r bull trout of the Coastal- Puget Sound DPS includes Lake Washing ton, w hich is in Critical Habitat Unit 28 -Puget Sound (U.S . Fe d eral Regi s ter, 26 September 2005). C ritical h abi ta t for s teelhead excludes Lake Washing ton (U.S. Federal Register, 24 February 2016). Table 2 . Listed species that may use the project area (NMFS/USFWS as of May 27, 2016). t Federal Status ESU/DPS/Region Critical Species Habitat Chinook salmon Threatened , A ugust 19991 Oncorhynchus Puget Sound DPS Yes tshawytscha Reaffirm ed , June 20052 Bull trout Threatened , November 19993 Co astal -Puget Yes Sa/velinus con flu e ntus Sound DPS Steelhead Th reatened , May 200 74 Oncorhynchus mykiss 1Fede ral Registe r, 2 August 1999. 2Federal Register, 28 June 2005 . Puget Sound DPS No 3 Federa l Register, 1 November 1999. 4 Fede ral Reg ister. 11 May 2007. In addition to lis t ed salmonid s, the US Fis h and Wildlife Service identifies the following listed species as occurring in King County: Oregon spotte d frog , northern s potte d owl, marble d murrele t, yellow-billed cu ckoo, Canada lynx, g ray wolf, gri zzly b ear , and golden p ain tbrush. TI1e O r egon s potte d frog requir es p e r ennial bodies of wat er adjace nt to expansi ve meadow or wetland vegetation to comple te their life cycle. The aquatic action area does not contain sui tab le h abitat; th erefore, the project will h ave no effect on Oregon spotted frog and this s pecies w ill n ot be furth er addr essed in thi s document. The r e a r e no m a ture coniferous forests located within or in th e v icinity of the action area that contain breeding or for aging h abitat s uitable for northern spotte d owls o r marbled murrelets. North ern spotted owls do not normally nest o utside of mature, dosed-canopy fo r ests, which are not present in the action a r ea, and trees o f prefe rred p erching and roosting si ze are not avail a ble on th e site. Marbled murrele t s inha bit mature, coniferous fo r ests in dense coastal stands and forage in m arine n ear sh ore areas, n eithe r of which are present in the action area. Ye ll ow-bill ed cu ckoos are extrem e ly rare in Washington and are restricted to willow and cotton wood fores ts alon g la r ge rivers, which ar e n ot p r esent in the action area. Therefor e, the projec t wi ll h ave no effect on northern spotted owl, marbled rnurrelet, or yellow-billed cuckoo or their designated critical habitats and these species w ill not b e further addressed in this document. 9 I Grey wolf, Canada lynx, and grizzly b ear suitable h abita t may occur in eastern King County, but not in the urban and suburban areas of western King County. Therefore, the project will have no effect on grey wolf, Canada lynx, or grizzly bear and these species will not be further addressed in this document. The action area does not contain suitable prairie conditions needed to support golden paintbrush, and there is no historical record of golden paintbrush occurring in the action area. Therefore, the project will have no effect on golden paintbrush, and this species will not be further addressed in this document. 4 ENVIRONMENTAL SETTING 10 The baseline conditions that Chinook salmon, st eelhead, and bull trout presently face in the Lake Washington watershed are described in the Endangered Species Act Guidance for New and Replacement Piers and Bulkheads in Lake Washington, Lake Sammamish, and the Ship Cana l, Including Lake Union (Corps e t al. 2001); Salmon and Steelhead Habitat Limiting Factors Report for WRIA 8 (Kerwin 2001); and the Lake Washington /Cedar/Sammamish Watershed (WRIA 8) Chinook Salmon Con se rvation Plan (WRIA 8 2005). This discussion describes the relevant site- specific baseline conditions within the action area, in particular focusing on those items that are different in condition from Lake Washington as a whole. The Southport development is located in the former location of the Shuffleton Steam Plant. The plant was demolished in 2001. The entire aquatic area of the project area was historically dredged. A large intake and outfall s tructure for the s t eam plant have been removed, and the locations of the historic structures now house one outfall for treated s tormwate r from the SECO development, and one large outfall for stormwater from the entire surrounding area. One 5-foot by 7- foot finger pier and one 165-foot long log boom walkway were removed from the site by the project applicant following decommissioning of the Shuffleton Plant. Sarah Sandstrom of The Watershed Company conducted a site visit on October 6, 2015. At the time of the site visit, the lake level was approximately 19.7 feet (Corps of Engineers 1919 datum) (Corps, electronic data). Lake levels in Lake Washington reach an average maximum e levation of 21.80 feet in the summer months. The following description of existing conditions i s based upon observations from the site visH and from materials supplied by the applicant. The property features a bulkhead along the entire -580 feet of shoreline. The bulkhead con si sts of a combination of round and sheet timber piles, steel tiebacks, and concrete ecology blocks. The timber portion of the bulkhead consists of 8" x 12" timber sh eet piles. A row of timber piles spaced approximately at 8-feet on center are located directly waterward of the sh eet piles; although som e o f these piles are missing. Tl1e piles vary somewha t in s ize but are gen e rally 12" in diame t er. A 10" x 10 " timbe r wal er runs along the o utside o f the piles with tie back anchors s pace d at approximately 15-feet on cente r. The top of th e timber sh eet piles and th e rou nd timb e r piles are located approximat e ly 30" b e low the adjace nt g rade (and slightly b el ow the OHWM). The sheet piles and rounded piles s upport a s ingl e row of 3-foot x 3-foo t x 3-foo t ecology block s w ith a 10" con cret e cap on top. The row of ecology blocks b ears on the soil directly b ehind th e sh eet pile wall. The p il es s upport th e base o f the existing con cr ete ecology block s, which support th e subg rade for the wate rfront promenade . Wate rward of the bulkhe ad are an additional ap proximately 87 piles, which do not presently serve a purpose. In th e eastern porti on of the shoreline, there is a con cre te outfall s tru cture that is used to discharge treated s t ormwate r from th e Southport s ite . This outfall was formerly t h e intake s tructure for the s t eam plant. A 20 -foot-wide by 34-foo t-l on g (meas ure d parallel t o the shoreline ) wood-plank platform covers the concrete outfall structure. In the central portion of the shore line, a wood-plank 20-foot-wide by 130-foot- long (meas ured p aralle l t o the shoreline) wharf struc ture is lo cated directly a dj acent to and waterward from the bulkhead. The w estern p ortion of the shoreline (associa ted with the office parcel) includes a 21-foo t-wide by 204-foot-long wooden wharf, which covers w hat is now a s tormwater channel for upland areas other than the Southport site. The wharf is si tu a t ed p e rpen d icu lar to the shoreline. Two dolphins, composed of 7 creosote- treated piles each, are located adjacent to the w h arf. The wharf also includes one 5-foot-wide b y 17-foo t-l ong finge r pier and one 10-foot-w ide by 14-foot-long ell. U pland conditions adjacent to the wat erfront are impe rvious pave ment or serni- p ervious com pacted g rave l. There is very little existing vegetation; with the exception of som e non-na tive sp ecies present a long the shoreline at the ex treme northe ast com e r of the project a r ea. Ex is ting d epths al on g the bulkhead ran ge from 8 feet to 17 feet at high water. Th e property a lso features a hote l composed of two 12-story buildings (under construction), and a mixed -use apartment complex composed of four 5-story buildings with a b asement/parking. Three sep arat e office buildings will a lso be unde r construction sh ortly . A public pedes trian easement and an e m e rge n cy vehicl e access e asement occupy the space b e tween the fa ce of the bulkhea d and the apartment and hote l buildings. Imme diately adjacent to the n ortheast of the s ubj ect prope rty is Gene Coulon Memorial Beach P ark, a 57-acre lakeside park 11 owned and operated b y the City of Renton. The park includes walking trails, tennis courts, and playground and picnic areas. The property immediately adjacent to the southwest of the s ubj ect property is owned by the Boeing Company and is used to produce 737 jet airplanes. The western wharf will become a public pedestrian easement if public access is provided waterward from the adjacent Boeing property to the west. Figure 4. Looking northeast near the center of the bulkhead. Note the existing bulkhead , piles , waler, and sheet piles to be removed/repaired . 12 Figure 5. Figure 6 . Looking southwest from the pier in the northeast corner. Note the existing bulkhead , piles , and waler to be removed /repaired . Detail of timber waler, pile , timber spacer, sheet pile and anchor. Note the rotted condition of the timber sheet pile closest to the concrete bulkhead . SPECIES INFORMATION AND SITE USE Site-s p e ci fic infor m a tion a b o ut each sp ecies is p resente d b elo w . Gen eral and l a ke-s p ecific life hi s tor y informa ti on rela ted to te mpe r a ture, d ie t, and migration i s conta ine d in the Fe d eral Regi s te r li s tings (Ta ble 2), the Endangered Species Act Guidance for New and Replacement Piers and B ulkhea d s i n Lake W ash ington, Lake Sammamish, and the Ship Canal, Including Lake Un ion (C orps e t al. 2001), and the Lake W ashington/Cedar/Sammamish Watershed (WRIA 8) Chinook Sa lmon Conservation Plan (WRIA 8 2005). A ll an a dromou s fi sh sp awning in s trea m s, r i vers, and l ak es in the Lake Washing ton b asin mus t travel throu gh th e Ball a rd Lock s, Lake U ni o n an d th e La k e W ashing ton ship canal on their way t o and from Pug et So und and the Pacifi c Ocean . Some o f these s almo nids m ay mig r a te al on g the Renton p o rtion o f the Lak e Washing ton sh o r e line. 4.1 Chinook Salmon In the Lak e Washingt on wate r sh e d , Chino o k salmon a r e broken into two s t ocks : 1) the Ced a r River , and 2) the Sammamish Ri ver (Cit y of Se attle 20 08). The 13 14 majority of summer/fall-run Chinook salmon migrate through the Lake Washington ship canal to reach spawning habitat in either the Cedar or Sammamish River systems, while a smaller proportion of Chinook salmon spawn in other Lake Washington tributaries. The Lake Washington basin has seen an average escapement of 1,214 returning Cedar Chinook salmon and 1,269 returning Sammamish Chinook salmon from 2004 to 2015 (WDFW SCORE electronic reference). Occasional beach spawning within Lake Washington has also been observed (Hendry and Q uinn 1997). Adults migrate into freshwater in l ate July through early September and spawn in the tributaries t o Lake Washington between August and November (City of Seattle 2008). Typically, Chinook salmon travel through the ship canal in two or fewer days at depths of approximately 20 feet (City of Seattle 2008). Graphs of trapping data indicate that juvenile Chinook salmon migrating from the tributaries into Lake Washington exhibit two basic strategies: 1) direct migration to the lake as fry without extended stream rearing; and 2) migration to the l ake as parr or smolts (average length 100 mm), fo llo wing extended stream rearing. Chinook fry begin entering Lake Washington around the first of the year, peaking in February, w hile parr and srnolts enter the lake from April through July, peaking in late May (Tabor e t al. 2006). Early in the period of lake residency, Chinook salmon fry are typically found along the sh orelines in waters less than 1.6 feet deep (Tabor et al. 2006, 2011). Juveniles entering the lake as fry rear until they emigrate as smolts beginning in April. The majority of the juvenile Chinook salmon in the Lake Washington basin emigrate from the system via the Lake Washington ship canal by mid-summer, peaking in June, and most of the remaining juveniles have left by September. However, some juveniles exhibit extended rearing in the Lake Washington basin (emigrating as 2-year olds), while a small fraction h ave been observed to residualize in the lake. The project site is located near the southern end of the lake, approximately 0.8 km east-n orth east from the mouth of the Cedar River. Most naturally produced Chinook salmon juveniles in Lake Washington originate in the Cedar River, and a smaller number of juveniles origina te in Bear Creek, a tributary to the Sammamish River (Cele donia et al. 2008). Past studies of juvenile C hinook salmon in Lake Washington indicate that juvenile Chinook salmon were concentrated in the south end of Lake Washington from February to May and the density of Chinook salmon fry using lake sh orelines in the spring decreases lo garithmically with increasing distance from the mouth of the Cedar River (Figure 7, Tabor et al. 2006). Despite the proximity of the project area to the mouth of the Cedar River, the project area is w ithin a previously dredged basin, and depths (8 -1 7 fe e t adjace nt to the bulkhead at high water) are much greater than those preferred by Chinook salmon fry. Shallow water depths occur to the east of the project area, adjacent to Bird Island and Gene Coulon Park. Therefore, Chinook salmon fry may be expected to migrate past the project area, but would not be expected to occur in significant densities within the proposed aquatic action area. Figure 7. Feb.-May • -y = -0.137Ln(x) + 0.36 r2 = 0.81 8 0.4 C: :C 02 u . 1: --" 0 0 C: :i: () 0 0.08 June 0.06 0.04 0 0.02 • 0 • 0 5 10 15 Distance to Cedar River X 0 5 y = 0.0005Ln(x) + 0.026 r2 = 0.0012 0 • • 0 10 15 Distance to Cedar River 20 20 Relationship (logarithmic function) between the mean juvenile Chinook salmon density and the shoreline distance (km) to the mouth of the Cedar River in south Lake Washington, 2003. From Tabor et al. 2006. West shoreline=o, east shoreline=•. and Mercer lsland=x. In conclusion, juvenile Chinook salmon may migrate past the action area from January through September. However, based on the existing depths in the action area, it is unlikely that significant numbers of Chinook salmon fry rear in the area. Chinook salmon parr and smolts may occur in the area later in the spring. Adult Chinook salmon may pass through the action area from June through September, but would not be expected in the nearshore area where pier construction work would occur. 15 4.2 Bull Trout Native char are not commonly observed witrun Lake Washington. Bull trout are observed at the Ballard Locks every year with numbers observed or caught varying from three to nine fish per year (F. Goetz, pers. comm., 14 May 2004). Bull trout entering and exiting the ship canal would likely occur between February and June, with those fish corning from North Puget Sound tributaries. They are observed/caught at the Locks between May and July (note: little or no monitoring occurs at the Locks from February through April, so data are not available for that period). In 2003, two bull trout were observed entering the ship canal in June (F. Goetz, pers. comm., 14 May 2004). In Lake Washington, bull trout have been captured during winter and spring, typically in the south Lake Washington/Cedar River area. Little is known about bull trout distribution or habitat use within Lake Washington, and any current projections are generally based on extrapolation of similar information from other bull trout populations. Bull trout would not be expected within the littoral zone when nearshore temperatures exceed 15°C (generally, from May through mid-October). Juvenile bull trout remain in headwater streams until the onset of piscivory, at a body length of approximately 300 mm, at which point they migrate as subadults in search of improved foraging opportunities. Subadult bull trout often migrate with adults to headwater streams during the summer and fall, and return to larger rivers to overwinter. Bull trout may be attracted to spawning aggregations of prey fish. Many native char in populations from north Puget Sound exhibit anadrorny, migrating to marine waters in late winter (F. Goetz, pers. comm., 14 May 2004). In conclusion, the expected presence of juvenile bull trout in Lake Washington near the project area is very limited to unlikely. Adult and subadult bull trout would avoid the littoral zone during the summer due to excessive temperatures and are not expected to use the nearshore areas where pier construction activities for the proposed project would occur. 4.3 Steelhead 16 Steelhead are currently present in the watershed. The Cedar River and South Lake Washington Winter steelhead are identified as a discrete stock within the Puget Sound steelhead DPS. These steelhead are characterized as a native stock with wild production. Historic steelhead escapement for the Lake Washington basin was estimated at 1,816 in 1986 and has steadily declined since that time. In 2002 their stock status was adjusted downward from "depressed" to "critical" due to chronically low escapements and severe short-term declines in escapement in 2000 and 2001. The Cedar River saw an average escapement of 11 returning steelhead from 2004 to 2015, with zero fish returning in 2009, 2012, and 2014 (WDFW SCORE electronic reference). Steelhead are documented to have spawned historically in many Lake Washington and Lake Sammamish tributaries. Adult steelhead may pass through the ship canal from February through June (City of Seattle 2008). The steelhead spawning period in the Lake Washington basin currently extends from March to September (City of Seattle 2008), with most adult fish in the run typically returning to the Cedar River. Both anadromous (steelhead) and resident (rainbow trout) life forms of 0. mykiss (based on life history characteristics) are likely present in the Lake Washington basin. Juveniles generally emigrate as smolts between April and June, after two years of stream residence. However, the duration of freshwater rearing can range from one to seven years before juveniles grow large enough (>170 mm) to undergo smoltification. Steelhead exhibit a highly variable anadromous life history. Steelhead in the Lake Washington basin are winter run fish, characteristic of coastal streams. They enter freshwater from November to April and spawn shortly thereafter (Busby et al. 1996). Summer surface temperatures in the Lake Washington system often exceed the thermal preferences of most salmonids, including steelhead. In conclusion, juvenile steelhead may emigrate through Lake Washington throughout the year, but would likely not rear in Lake Washington. Adult steelhead would not be present in the action area until after the construction period had ended. 5 EFFECTS OF THE ACTION The proposed project could potentially affect Chinook and coho salmon, bull trout and steelhead in generally similar manners. Effects may often occur through impacts to their forage species. Thus, unless otherwise noted, there will be no distinction between listed salmonids in the following discussion. 5.1 Direct Effects on Salmonids 5.1.1 Noise The removal of the existing piles and the driving of new piles as part of the bulkhead repair activities will produce temporary noise and vibration resulting from use of the barge, vibratory extractor/driver, and other construction equipment. Underwater noise from vibratory extraction and driving of piles will be greater than that of other construction equipment. Underwater noise generated from the vibratory pile driving would be expected to be less than 150 dB RMS (CALTRANS 2007). This estimate is based on results from vibratory driving of 12-inch steel piles in numerous marine projects throughout Northern 17 California. Actual underwater noise from vibratory driving of new 1 O" and 8" steel piles would be expected to be even lower. Using a practical spreading loss equation (WSDOT 2014), noise would be attenuated to a level below "effective quiet" and the disturbance threshold for small fish (150 db) at a distance of approximately 33 feet from the project area. In conclusion, noise levels are not anticipated to cause direct injury to salmonids, although fish present within 33 feet of the project activities could display an avoidance response, which could force them away from preferred rearing areas. In order to minimize the impacts on Chinook and coho salmon, bull trout, and steelhead, the above timing restriction (no in-water construction from January 1 '' through July 15th and August 1" through November 15'") would be followed. This restriction is adequate to minimize the probability that those species would be in the action area during construction. By constructing during the approved work windows, noise impacts are rendered insignificant and discountable. 5.1.2 Water Quality (substrate disturbance and discharge of waste products) 18 Pile and finger removal could produce temporary, localized sediment plumes that would dissipate following cessation of activity. To minimize construction impacts associated with increased turbidity and the potential for release of toxic chemicals during construction, the following timing restrictions and conditions are proposed: • No in-water construction activity will occur at a minimum from January 1'' through July 15'" and August 1" through November 151h for protection of fish. • A floating containment boom will be installed and maintained around the work area for the duration of in-water work. • The contractor will stockpile any debris on the barge pending off-site disposal. • No hazardous materials will be mixed or stored in or near the water. No cleaning of materials will be performed in or near the water. • A Spill Prevention Plan has been developed and will be implemented. In addition, a Spill Kit is maintained and secured on the barge at all times. • The barge will not be allowed to ground. • All debris will be properly disposed of on land in such a manner that they cannot enter into the waterway or cause water quality degradation (Section 13, Rivers and Harbors Act). Turbidity is generally considered an undesirable condition for salmonids, as exposure to potentially contaminated or abrasive sediments suspended in the water column is thought to result in lethal and sub-lethal effects (Newcombe and MacDonald 1991). However, localized episodic turbidity events from an individual construction activity would not represent a permanent sediment source and would not produce conditions of chronic exposure necessary to produce a direct detrimental effect on juvenile fishes (Newcombe and MacDonald 1991). Considering that the turbidity produced by any construction activity would be localized and temporary, the most probable impact on juvenile salmonids would be a behavior modification (avoidance response), rather than injury or reduction in growth potential. An avoidance response could expose juvenile salmonids to increased predation or force them away from preferred rearing areas. The most effective strategy for minimizing or eliminating potential construction- related impacts would be to restrict construction to periods when the presence of Chinook and coho salmon, steelhead, and bull trout is improbable. The combined fish-protection prohibitions on in-water construction by NOAA Fisheries, USFWS and WDFW result in an allowable in-water construction window of July 16th through July 31" and November 16th through December 31". This window is adequate to minimize the probability that Chinook salmon, steelhead, or bull trout would be in the action area during construction. Thus, temporary water quality impacts associated with the proposed project are discountable. 5.1.3 Habitat Past studies in Lake Washington have found that juvenile Chinook salmon prefer shallow water habitats with overhanging vegetation, with an approximately 4.5:1 ratio of fish using overhanging vegetation to fish occurring away from overhanging vegetation (Tabor et al. 2004, 2006). Virtually no overhanging vegetation is currently present in the project area. During the period from mid-February to mid-April, juvenile Chinook salmon rear along shorelines less than 1.6 feet in depth, and they are typically found within 30 feet from the OHWM (Tabor et al. 2006). As noted above, at high water, depths adjacent to the bulkhead range from 8 to 17 feet; therefore, the project is not expected to affect shallow water rearing habitats. Juvenile Chinook salmon display avoidance behavior of piers. Surface water observations found that upon approaching a pier, juvenile Chinook salmon will move into deeper water and either pass under or swim around the pier (Tabor et al. 2006). Similarly, in acoustic tracking studies, Chinook smolts avoided areas under overwater structures and changed course to move around such structures (Celedonia et al. 2008). The change in light levels associated with piers and other overwater structures may make it difficult for juvenile Chinook salmon to detect predators (Tabor et al. 2006), and salmon predators like smallmouth bass are often associated with pier piles (Celedonia et al. 2008). The proposed project will 19 reduce potential predator structure through the removal of 87 piles. The proposed project will remove 310 square feet of existing solid-decked overwater structures. The 3,530 square feet of new ramps and floats will be fully grated, and flotation materials minimized to maximize light transmittal. Additionally, the proposed floats will be anchored rather than supported through new piles. Through the removal of 87 piles, the project will significantly minimize in-water structures that may attract predators to juvenile salmonids. The effects of new overwater structures will be minimized through the use of grated decking and through the use of helical anchors instead of new piles. 5.1.4 Lighting Juvenile salmonids on Lake Washington are attracted to bright artificial lighting (Tabor et al. 2015), which can potentially make them more vulnerable to predation. Any lighting associated with the proposed floats will be shielded to avoid direct lighting to the surrounding lake waters. 5.1.5 Direct Mortality The potential to kill Chinook salmon, bull trout, steelhead, or coho salmon exists as long as they are present in the action area during construction activities. In order to minimize the project impacts on these salmonids, the previously stated timing restriction (no in-water construction at a minimum from January 1" through July 15th and August 1" through November 15th) would be followed. This restriction is adequate to minimize the probability that salmonids would be in the action area during construction activities such that potential for direct mortality is discountable. 5.2 Indirect Effects on Salmonids The effects resulting from the activity that are later in time could include changes in water quality experienced by juvenile salmonids. 5.2.1 Water Quality 20 The proposed project is expected to affect water quality associated with boat use in the vicinity. The nearest existing pump-out facility is 3 miles to the northwest at Parkshore Marina. The proposed pump-out facility would help to ensure that sewage is properly disposed of and that it is not released into Lake Washington. The new floats may attract additional boat traffic, including non-motorized and small, motorized watercraft. The potential exists for small spills associated with motorized boat use. However, permanent moorage at the proposed floats is not anticipated, so the potential for fuel or oils spills associated with the use of the new floats is minima I. 5.3 Effects to Critical Habitat 5.3.1 Chinook Salmon Critical habitat was designated for the Puget Sound Chinook salmon DPS on 2 September 2005 (U.S. Federal Register), specifically including the Lake Washington sub-basin (Watershed Code 1711001203). Critical habitat includes areas with physical or biological features essential to the conservation of the species and which may require special management considerations or protection. Primary constituent elements of Chinook salmon critical habitat are listed as: 1. Freshwater spawning sites with water quantity and quality conditions and substrate supporting spawning, incubation and larval development. 2. Freshwater rearing sites with water quantity and floodplain connectivity to fonn and maintain physical habitat conditions and support juvenile growth and mobility; water quality and forage supporting juvenile development; and natural cover such as shade, submerged and overhanging large wood, log jams and beaver dams, aquatic vegetation, large rocks and boulders, side channels, and undercut banks. 3. Freshwater migration corridors free of obstruction with water quantity and quality conditions and natural cover such as submerged and overhanging large wood, aquatic vegetation, large rocks and boulders, side channels, and undercut banks supporting juvenile and adult mobility and survival. 4. Estuarine areas free of obstruction with water quality, water quantity, and salinity conditions supporting juvenile and adult physiological transitions between fresh-and saltwater; natural cover such as submerged and overhanging large wood, aquatic vegetation, large rocks and boulders, and side channels; and juvenile and adult forage, including aquatic invertebrates and fishes, supporting growth and maturation. 5. Nearshore marine areas free of obstruction with water quality and quantity conditions and forage, including aquatic invertebrates and fishes, supporting growth and maturation; and natural cover such as submerged and overhanging large wood, aquatic vegetation, large rocks and boulders, and side channels. 6. Offshore marine areas with water quality conditions and forage, including aquatic invertebrates and fishes, supporting growth and maturation. Project activities that introduce or remove physical elements to and/or from Lake Washington, or that contribute to short-term changes in water quality, may alter certain primary constituent elements (Table 3). For the proposed project, this includes structure/pile removal and float installation. 21 Table 3. Assessment of primary constituent elements for Chinook salmon. \:1,>_ .. hl,,j'i.;'.;~:--·~ '\-)-'..{;,:,-·--,.-:;-}.,-.-,,'·I:,>."?~.·,; .. ,_,,_··; .. _, ;_-' .;·:._--i:";_ .,(,',,., ',: Prifiiary Constituent _ •. -... _ • ,_ "< .?: Elements .-_ _ , , , :, 'Direct Indirect ,ihtetrelated'irid lnterde endentEffei:ts .')"(: ) .:''•::,:;, :•>~ _.:.•,·/">d :··_~/,.-/·,,.':c/,.:_.:_;·j;\,';1~:-.'.~ ... "•>" . :," • ' ~' C p '_. ',, 0 .' :7 :' ,:. _ , Typically not applicable in a lake environment. Chinook rarely 1. Freshwater spawning spawn in Lake Washington. The same threats exist under the present site conditions and no change in usage of the site would occur with the proposed project The proposed project may result in avoidance by juvenile Chinook salmon during construction activities. Impacts will be minimized appropriately by following the conservation measures and timing 2. Freshwater rearing restrictions mentioned previously. Impacts of the overwater structure will be minimized by using fully grated decking, minimizing flotation area, and using helical anchors rather than piles. Juvenile and adult Chinook salmon migrate past the project site. The proposed project may result in avoidance behavior during and 3. Freshwater migration following construction. Impacts will be minimized by following the conservation measures and timing restrictions mentioned oreviouslv. 4. Estuarine areas The oroiect would have no effect on estuarine areas. 5. Nearshore marine areas The oroiect would have no effect on nearshore marine areas. 6. Offshore marine areas The oroiect would have no effect on offshore marine areas. As stated in Table 3, it is unlikely that Chinook salmon would migrate past the project site during the construction period. Indirect effects associated with water quality would be insignificant. Given the direct, indirect, interrelated, and interdependent effects from the proposed action, the proposed project: • may affect, but is not likely to adversely affect the critical habitat of the Puget Sound Chinook salmon DPS. 5.3.2 Bull Trout 22 The action area includes critical habitat for bull trout, which has been defined for lakes as "the perimeter of the water body as mapped on standard 1:24,000 scale maps" (U.S. Federal Register, 26 September 2005). The action area is in the Puget Sound Unit (Unit 28), Lake Washington CHSU ( critical habitat subunit). Bull trout critical habitat includes these primary constituent elements (excerpted from the final rule, U.S. Federal Register, 26 September 2005): 1. Water temperatures ranging from 36 to 59 [deg]F (2 to 15 [deg]C), with adequate thermal refugia available for temperatures at the upper end of this range. Specific temperatures within this range will vary depending on bull trout life history stage and form, geography, elevation, diurnal and seasonal variation, shade (such as that provided by riparian habitat), and local groundwater influence; 2. Complex stream channels with features such as woody debris, side channels, pools, and undercut banks to provide a variety of depths, velocities, and instream structures; 3. Substrates of sufficient amount, size, and composition to ensure success of egg and embryo overwinter survival, fry emergence, and young-of-the-year and juvenile survival. A minimal amount of fine substrate less than 0.25 in (0.63 cm) in diameter and minimal substrate embeddedness are characteristic of these conditions; 4. A natural hydrograph, including peak, high, low, and base flows within historic ranges or, if regulated, a hydrograph that demonstrates the ability to support bull trout populations by minimizing daily and day-to-day fluctuations and minimizing departures from the natural cycle of flow levels corresponding with seasonal variation; 5. Springs, seeps, groundwater sources, and subsurface water connectivity to contribute to water quality and quantity; 6. Migratory corridors with minimal physical, biological, or water quality impediments between spawning, rearing, overwintering, and foraging habitats, including intermittent or seasonal barriers induced by high water temperatures or low flows; 7. An abundant food base including terrestrial organisms of riparian origin, aquatic macroinvertebrates, and forage fish; 8. Few or no nonnative predatory, interbreeding, or competitive species present; and 9. Permanent water of sufficient quantity and quality such that normal reproduction, growth and survival are not inhibited. According to the Federal Register, Lake Washington "provides FMO [foraging, migratory and overwintering] habitat for amphidromous bull trout outside of currently delineated core areas in the Puget Sound Recovery Unit." Project activities that introduce or remove physical elements from the lake, or that contribute to short-term changes in water quality may alter certain primary constituent elements (Table 4). Table 4. Assessment of primary constituent elements for bull trout. Primary Constituent Elements (PCEs) 1. Water temperature 2. Complex stream channel 3. Substrate Direct, Indirect, Interrelated and Interdependent Effects The project would have no effect on water temperature. N/A in a lake environment. N/A in a lake environment. 23 Primary Constituent Elements Direct, Indirect, Interrelated and Interdependent Effects (PCEs) 4. Natural hydrograph The project would have no effect on the natural hydroqraph 5. Spring, seeps, The project would have no effect on groundwater sources groundwater sources and or connectivity. subsurface water connectivitv 6. Migratory corridors with minimal physical, biological, or The proposed project would not create any barrier to water quality impediments migration, particularly as lake bull trout are larger fish that between spawning, rearing, are not generally subject to predation-pressure and are not overwintering and foraging oriented near the shoreline. habitats 7. Abundant food base The project would have little to no effect on food supplies. 8. Few or no nonnative The proposed project is not expected to increase predatory, interbreeding, or populations of any predatory, interbreeding or competitive comoetitive soecies soecies. 9. Permanent water of The same threats exist under the present site conditions sufficient quantity and quality such with some change in recreational usage of the site expected as a result of the proposed project. Impacts will that normal reproduction, growth be minimized appropriately by following the conservation and survival are not inhibited. measures and timing restrictions mentioned previously. Given the direct, indirect, interrelated, and interdependent effects from the proposed action, the proposed project: • may affect, but is not likely to adversely affect the critical habitat for the Coastal-Puget Sound bull trout DPS. 5.3.3 Steelhead Critical habitat was designated for Puget Sound steelhead on February 24, 2016 (Federal Register). The entire Lake Washington watershed was excluded from the proposed critical habitat area for economic reasons. Because steelhead critical habitat is not designated for Lake Washington, the project will have no effect on critical habitat for steelhead. 5.4 Cumulative Impacts 24 Cumulative impacts were assessed through the review of aerial photos and a site visit. Proposed upland developments are described elsewhere in this BE. These developments were evaluated through an Environmental Impact Statement in 2001. Any plans for other activities subject to local, but not federal, regulation would comply with all applicable ordinances governing construction and soil disturbance near water. These regulations are becoming increasingly restrictive to the benefit of sensitive fish and wildlife in response to the listings of Chinook salmon, bull trout, and steelhead, and the potential listing of coho salmon in the future. There are no significant wildlife habitats or special habitat elements present on the property that would be disturbed by any foreseeable activity. 6 DETERMINATION OF EFFECT Several measures of the proposed project will be implemented to avoid, minimize, and offset potential impacts. These include: timing the project to occur during a period when listed salmonids are least likely to be present in the action area and implementing measures to minimize habitat disturbance. Because these measures will be implemented, potential effects of the proposed project are expected to be insignificant or discountable, as described in Section 6. Therefore, given the direct, indirect, interrelated, and interdependent effects from the proposed action, the proposed project may affect, but is not likely to adversely affect, Chinook salmon, bull trout and steelhead. Species-specific effect determination details are provided below. 6.1 Chinook Salmon The project may affect Puget Sound Chinook salmon because: • Summer/fall-run Chinook salmon are documented in Lake Washington • Juvenile Chinook salmon may migrate past the action area from January through September and adult Chinook salmon may pass through the action area from June through September. The project is not likely to adversely affect Puget Sound Chinook salmon because: • Few Chinook salmon fry, which emigrate from the Cedar River early in spring and prefer shallow waters, are expected to occur in the action area as a result of the depth within the project area. Adult Chinook salmon would not be expected in the shallow nearshore area where project activities would occur. • In-water work will be limited to the approved work window when Chinook salmon are least likely to be present. • Water quality impacts will be minimized through the use of construction best management practices. In the long term, the pump-out facility may contribute to improved water quality throughout south Lake Washington. 25 • Noise impacts will be minimized through the use of a vibratory pile driver. • Habitat impacts will be minimized by using fully grated decking for light transmission and limiting the number and using helical anchors rather than piers for the floats. 6.2 Bull Trout The project may affect Coastal-Puget Sound bull trout because: • Coastal-Puget Sound bull trout are documented as occurring in Lake Washington. Therefore, though unlikely, bull trout could be present within the action area. The project is not likely to adversely affect Coastal-Puget Sound bull trout because: • The presence of juvenile or spawning bull trout in Lake Washington is unlikely. Adult and subadult bull trout are not expected to use the nearshore areas where construction activities for the proposed project would occur. • Water quality impacts will be minimized through the use of construction best management practices. In the long term, the pump-out facility may contribute to improved water quality throughout south Lake Washington. • Noise impacts will be minimized through the use of a vibratory pile driver. • In-water work will be limited to the approved work window per the protection policies of NOAA Fisheries, USFWS, and WDFW for bull trout. 6.3 Steelhead 26 The project may affect Puget Sound steelhead because: • Puget Sound steelhead occur in Lake Washington. Juveniles may emigrate through the lake at any time of the year and could be present within the action area. The project is not likely to adversely affect Puget Sound steelhead because: • Steelhead are not expected to use the shallow nearshore areas where construction activities for the proposed project would occur. • Water quality impacts will be minimized through the use of construction best management practices. In the long term, the pump-out facility may contribute to improved water quality throughout south Lake Washington. • Noise impacts will be minimized through the use of a vibratory pile driver. • In-water work will be limited to the approved work window when steelhead are least likely to be present. 6.4 Critical Habitat Given the direct, indirect, interrelated, and interdependent effects from the proposed action, the proposed project may affect, but is not likely to adversely affect the designated critical habitat of the Puget Sound Chinook salmon and Coastal-Puget Sound bull trout. Species-specific effect determination details are provided below. 6.4. 1 Chinook Salmon A "may affect" determination is warranted for Puget Sound Chinook salmon critical habitat because: • The project occurs in a designated critical habitat area. • Primary constituent elements for Chinook salmon critical habitat that are in the project action area include freshwater rearing and migration. The project is not likely to adversely affect Puget Sound Chinook salmon critical habitat because: • In the long term, the pump-out facility may contribute to improved water quality throughout south Lake Washington. • Habitat impacts will be minimized by using fully grated decking and using helical anchors rather than piers for the floats. 6.4.2 Bull Trout A may affect determination is warranted for Coastal-Puget Sound bull trout critical habitat because: • The project occurs in a designated critical habitat area. • According to the Federal Register, Lake Washington "provides FMO [foraging, migratory and overwintering] habitat for amphidromous bull trout outside of currently delineated core areas in the Puget Sound Recovery Unit." 27 The project is not likely to adversely affect Coastal-Puget Sound bull trout habitat because: • In the long term, the pump-out facility may contribute to improved water quality throughout south Lake Washington. 6.5 Effect Determinations Summary Deterrnmation of effect for all species and their respective assessment areas are listed in Table 5. The proposed bulkhead repair and float installation project may affect, but is not likely to adversely affect, Puget Sound Chinook salmon, Coastal- Puget Sound bull trout and Puget Sound steelhead. Given the direct, indirect, interrelated, and interdependent effects from the proposed action, the proposed project would not adversely modify the critical habitat of the Puget Sound Chinook salmon or the Coastal-Puget Sound bull trout. Table 5. Determination of Effect. Species Overall Project Effect Effect on Critical Habitat Puget Sound DPS Chinook salmon May affect. not likely to May affect, not likely to adversely affect adversely affect Coastal-Puget Sound DPS Bull trout May affect, not likely to May affect. not likely to adversely affect adversely affect Puget Sound DPS Steelhead May affect. not likely to No Effect adversely affect 7 ESSENTIAL FISH HABITAT 28 The following is a description of Pacific salmon essential fish habitat (EFH) per the federal Fisheries Management Plan (FMP). EFH for the Pacific coast salmon fishery means those waters and substrate necessary for salmon production needed to support a long-term sustainable salmon fishery and salmon contributions to a healthy ecosystem. To achieve that level of production, EFH includes all those streams, lakes, ponds, wetlands, and other currently viable water bodies and most of the habitat historically accessible to salmon in Washington, Oregon, Idaho, and California. Freshwater EFH for Pacific salmon includes all those streams, lakes, ponds wetlands, and other water bodies currently or historically accessible to salmon in Washington, Oregon, Idaho, and California, except areas upstream of certain impassable man-made barriers (as identified by the Pacific Fishery Management Council), and longstanding, naturally-impassable barriers (e.g., natural waterfalls in existence for several hundred years). Pacific salmon EFH relates to habitats used by Chinook, coho, and pink salmon. Within the Lake Washington basin, pink salmon are not present. Discussions regarding EFH related to Pacific salmon present in the Lake Washington basin are indirectly included in this Biological Evaluation (BE) through discussions of potential effects to Chinook salmon. The information below identifies where these discussions are located within this BE, provides additional information related to the life histories of coho salmon, and concludes with a determination of effect. In accordance with prior concurrence letters from NOAA Fisheries, this discussion should be considered sufficient to make this determination. 7 .1 Project Description The project description and location are described within Section 2 of the BE. This description gives a thorough explanation of the bulkhead repair, pile removal, and float installation activities. 7.2 EFH Conservation Measures The following impact minimization measures are being incorporated into the proposed project in order to reduce the collective impact of the project on salmonids: 1. Timing Restriction: In-water work will be limited to the period between July 16th and July 31" and November 16th and December 31", per the protection policies of the National Marine Fisheries Service (NMFS), U.S. Fish and Wildlife Service (USFWS), and Washington Department of Fish and Wildlife (WDFW). This work window is adequate to minimize the probability that Chinook and coho salmon would occur within the action area. 2. Construction practices: Several conservation measures will be employed during construction to minimize potential effects on sensitive fish species. o New pilings and the steel plates will be installed using a vibratory driver to limit noise impacts during construction. o All in-water work will be staged from a barge. o The barge will not be allowed to ground. o A containment boom will surround each work area to ensure that all removed components that enter the lake will be captured, loaded onto the debris barge, and disposed in an approved upland disposal site. 29 3. Habitat: Impacts to nearshore fish habitat will be minimized through design of fully grated ramps and floats. New piles will not be used for either float. Existing derelict piles will be removed. 7.3 Species Description and Site Use 7.3.1 Chinook Salmon A description of the life histories and site use of Chinook salmon is provided in Section 4.1 of the BE. 7.3.2 Coho Salmon 30 In the Lake Washington watershed, coho salmon are broken into two stocks: 1) the Cedar River, and 2) the Lake Washington/Sammamish River Tributaries (WDFW electronic reference). Adult coho salmon migrate through Lake Union and the ship canal to reach tributaries suitable for spawning from late-September through November. Adults spawn from October through February, peaking between November and December in most tributaries (City of Seattle 2008). Most juvenile coho enter Lake Washington from tributaries as smolts (average length> 100 mm) in mid-May to late June or as young-of-year fish (City of Seattle 2008). Beak Consultants Incorporated (1998) reported that the peak coho smolt migration from the Sammamish River into Lake Washington occurs April through mid-May, coinciding with releases from the Issaquah hatchery. In general, peak coho outmigration takes place in May (Weitkamp et al. 1995). Thus, the majority of juvenile coho are not rearing in Lake Washington for extended periods; rather, they are emigrating via the ship canal, only spending a matter of days in the system before transitioning to saltwater (City of Seattle 2008). However, a small number of coho juveniles have been found to migrate out of the Lake Washington system one or two years later than the bulk of the population (De Vries et. al. 2005). This variation in juvenile salmonid emigration timing may be attributable to increasing water temperatures, primarily caused by increasing air temperatures throughout the northwest (Wetherbee and Houck 2000). Smolts may respond to water temperatures through: 1) avoidance (-15T), 2) smoltification ability (15-16°C), and 3) changes in growth (19-20°C) (City of Seattle 2008). Juvenile coho may avoid the high temperatures in the littoral zone during the summer, and are likely to migrate from the littoral zone or from the lake before water temperatures exceed 17°C, which often occurs in shallow areas by mid-to late-June. In conclusion, juvenile coho salmon may emigrate through Lake Washington from mid-March through June. Given the life-history strategy of juvenile coho salmon, juvenile rearing in the action area is not expected. Adult coho salmon may occur in the action area from August to December, but would not be expected in the nearshore area where bulkhead repair and float installation activities would occur. 7 .4 Effects of the Project A description of the effects of the project are described in Section 6 of this BE. The potential effects to coho salmon are expected to be the same as those described for listed salmonids in Section 6. As described in Section 6 of the BE, potential direct effects are related to noise, water quality, and habitat disturbance from bulkhead repair, pile removal, and float installation. Potential indirect effects may include improving water quality through the new pump-out facility, as well as potential effects on water quality from increased small boat traffic. Conclusion: All of the proposed project's potential impacts on Pacific salmon EFH are considered collectively. While there are both beneficial and detrimental effects that could result from the proposed project, the detrimental effects have been minimized. Thus, the collective impact of the proposed project: • will not adversely affect, Pacific salmon EFH. 31 REFERENCES Beak Consultants Incorporated. 1998. Final Lakepointe Technical Report on Natural Resources. Section 3.0 Fisheries. Prepared for Pioneer Towing, Kenmore, WA. April 1998. 108 pp. Busby, P.J., T.C. Wainwright, G.J. Bryant, et al. 1996. Status review of west coast steelhead from Washington, Idaho, Oregon, and California. National Oceanographic and Atmospheric Administration Tech. Memo. NMFS-NWFSC- 27. California Department of Transportation. 2007. Compendium of Pile Driving Sound Data. Prepared by Illinworth & Rodkin, Petaluma, CA. Celedonia, M.T., R.A. Tabor, S. Sanders, D.W. Lantz, and I. Grettenberger. 2008. Movement and habitat use of Chinook salmon smolts and two predatory fishes in Lake Washington and the Lake Washington Ship Canal: 2004-2005 Acoustic Tracking Studies. U.S. Fish and Wildlife Service, Olympia, WA. CG Engineering. 2016. Structural Observation Report-SECO Development Bulkhead. City of Renton. Electronic Reference. COR Mapping. Available at: http://rp.rentonwa.gov/SilverlightPublicNiewer.html?Viewer=COR-Maps [Accessed May 27, 2016. City of Seattle. 2008. Synthesis of Salmon Research and Monitoring (Investigation Conducted in the Western Lake Washington Basin). Prepared by Seattle Public Utilities (SPU) and the U.S. Army Corps of Engineers (Corps), Seattle Division. December 31, 2008. De Vries, P. and 18 others. 2005. PIT tagging of juvenile salmon smolts in the Lake Washington Basin: Fourth year (2003) pilot study results and synopsis of 2000- 2003 findings. Final Technical Report to the U.S. Army Corps of Engineers, Seattle District, and Seattle Public Utilities. Federal Register. Volume 81, No. 36, 24 February 2016. Final Rule: Endangered and Threatened Species; Designation of Critical Habitat for Lower Columbia River Coho Salmon and Puget Sound Steelhead. __ . Volume 73, No. 200, 15 October 2008. Final Rule: Fisheries off West Coast States; West Coast Salmon Fisheries; Amendment 14; Essential Fish Habitat Descriptions for Pacific Salmon. __ . Volume 72, No. 91, 11 May 2007. Final Rule: Endangered and Threatened Species: Final listing determinations for Puget Sound Steelhead (Oncorhynchus mykiss). 32 __ . Volume 70, No. 185, 26 September 2005, Final rule. Endangered and Threatened Wildlife and Plants; Designation of critical habitat for the bull trout (Salvelinus confluentus). __ . Volume 70, No. 170, 2 September 2005. Final rule: Endangered and Threatened Species; Designation of critical habitat for 12 evolutionarily significant units of west coast salmon and steelhead in Washington, Oregon, and Idaho - Oncorhynchus tshawytscha. __ . Volume 70, No. 123, 28 June 2005. Final rule: Endangered and Threatened Species: Final listing determinations for 16 ESUs of West coast salmon, and final 4(d) protective regulations for threatened salmonid ESUs -Oncorhynchus tshawytscha. __ . Volume 69, No. 73, 15 April 2004, Notice of establishment of species of concern list. Endangered and Threatened Species; Establishment of species of concern list, addition of species to species of concern list, description of factors for identifying species of concern, and revision of candidate species list under the Endangered Species Act. Puget Sound/Strait of Georgia coho salmon (Oncorhynchus kisutch). __ . Volume 64, No. 210, 1 November 1999. Final rule: Endangered and Threatened Wildlife and Plants; Determination of threatened status for bull trout (Salvelinus confluentus) in the coterminous United States. __ . Volume 64, No. 147, 2 August 1999. Final rule: Endangered and Threatened Wildlife and Plants; Listing of Nine Evolutionarily Significant Units of Chinook Salmon, Chum Salmon, Sockeye Salmon and Steelhead. Goetz, Fred. Fishery Biologist, U.S. Army Corps of Engineers, Seattle District. Personal communication, e-mail to Dan Nickel (The Watershed Company), 14 May 2004. Hendry, A.P. and T.P. Quinn. 1997. Variation in adult life history and morphology among Lake Washington sockeye salmon (Oncorhynchus nerka) populations in relation to habitat features and ancestral affinities. Canadian Journal of Fisheries and Aquatic Science 54: 75-84. Kerwin, J. 2001. Salmon and steelhead habitat limiting factors report for the Cedar- Sammamish basin (Water Resource Inventory Area 8). Washington Conservation Commission, Olympia, WA. 587 pp. King County IMAP. Electronic reference. Available at: http://www.kingcounty.gov/operations/GIS/Maps/iMAP.aspx [Accessed May 27, 2016] 33 Tabor, R.A., A. Bell, D. Lantz, C. Gregersen, and H. Berge. 2015. Artificial Lighting Experiments in Lake Washington (2014) and Lake Sammamish (2015). Tabor, R.A., H.A. Gearns, C. M. McCoy III, and S. Camacho. 2006. Nearshore Habitat Use by Juvenile Chinook Salmon in Lentic Systems of the Lake Washington Basin, Annual Report, 2003 and 2004. U.S. Fish and Wild Service. Olympia, WA. Tabor, R. A., J.A. Sheurer, H.A. Gearns, and E.P. Bixler. 2004. Nearshore Habitat Use by Juvenile Chinook Salmon in Lentic Systems of the Lake Washington Basin, Annual Report 2002. U.S. Fish and Wild Service. Olympia, WA. Tabor, R.A., H.A. Gearns, C.M. McCoy III, and S. Camacho. 2006. Nearshore habitat use by juvenile Chinook salmon in lentic systems, 2003 and 2004. Prepared by the U.S. Fish and Wildlife Service, Western Washington Fish and Wildlife Office, Fisheries Division. Prepared for Seattle Public Utilities. U.S. Army Corps of Engineers (Corps). Electronic Reference. http://www.nwd- wc.usace.army.mil/nws/hh/www/index.html#. [Accessed May 27, 2016] U.S. Army Corps of Engineers (Corps), National Marine Fisheries Service (NMFS), and U.S. Fish and Wildlife Service (USFWS). 2001. Special Public Notice: Endangered Species Act Guidance for New and Replacement Piers and Bulkheads in Lake Washington, Lake Sammamish, and the Ship Canal, Including Lake Union. 11 pp. Washington Department of Fish and Wildlife (WDFW). Electronic Reference. SCoRE: Salmon Conservation Reporting Engine. https://fortress.wa.gov/dfw/score/score/maps/map details.jsp?geocode~county& geoarea~King. [Accessed May 27, 2016]. Washington Department of Transportation (WSDOT). 2015. Biological Assessment Preparation for Transportation Projects -Advanced Training Manual. Water Resource Inventory Area 8 (WRIA 8). 2005. Lake Washington/ Cedar/ Sammamish Watershed (WRIA 8) Chinook Conservation Plan. Volume 1. Weitkamp, L.A., T.C. Wainwright, G.J. Bryant, G.B. Milner, D.J. Teel, R.G. Kope, and R.S. Waples. 1995. Status review of coho salmon from Washington, Oregon, and California. U.S. Dept. Commer., NOAA Tech. Memo. NMFS-NWFSC-24. 258 pp. Wetherbee, P. and D. Houck. 2000. Reconnaissance Analysis of Water Quantity and Quality Trends in the Lake Washington Watershed. Presentation and Extended Abstract presented at the Workshop-Chinook Salmon in the Great Lake Washington Watershed. HDR, Inc. and King County Department of Natural Resources, Wastewater Treatment Division. M.W. 2004. Analysis 34 APPENDIX A Project Plans 1 4 K I f; ( \ \ \ \ \ .,...., \l ,.....___., ( '-7 \ / ! r I I-"\{/ ~ "-I ~·-~- / '· ; } ;\ \_~ '~·~11 I .. ---. . -, \ '··,\, =-.,. \ ·;,_'' '/. ""~ =!\ ) \ J\ ; ''.I / -:J ,. I JOB SITE~' /./' ' ;:\; '' \c __ _ '- AREA MAP/NO SCALE LEGAL DESCRIPTIONS '/4 SEC T.I.XLOT #· 1/4 SFC- 1 AXLCT #: 1/4 SEC· IJ!XLCT # LAT LC:-.JG: LAT: LC·"JG: LAT LC\JG: ADJACENT OWNERS: t,'1 -~ '.2) Waterfrrni; CG11s1:ructim Inc, PROPRIETARY IT--~ . !i \ ! ,., .~.-•~ \., ~' JOB -'j I ~":' I /. r \ \ I I .• L:c ___ _ . ~· . I I ' ,; .. • 1 • 8 I I I \' ti ' ' \ -t~ .. cr- \ .~ VICINITY MAP /NO SCALE ~;i_I___~ L:::,T ;,., L~-·T :! 4 K I -----:::7---- \ -- " \\ /1 ' ' \ / I .~ ", / / / ~ / C'-~- / ) ~~ ,-,-, .· / \I "'/ / ·~ ~-;( / "'·-,_--(---"....__ __ /,,..,... 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', ', 0 0 0 0 0 NOIJ.dlK)SJO """ >l/j"'~ - • --;; S1l'v'l30 ~ 1v~n1::in~1s " ,- 0 • ,- VM 'N01N31:1 Cl) ij OA18 NOWNIHSVM 3>1V1 £80 ( ' w m ~ 1:IIVd]!:I OV]H>11na 1N3~d01]A30 OO]S w Q r 0 " APPENDIX 8 Structural Observation Report 1 • ·---ENGINEERING civil & structural engineering & planning II STRUCTURAL OBSERVATION REPORT Project: Seco Development Bulkhead Purpose: Structural Evaluation Location: 1083 Lake Washington Blvd N Date: April 1" 2016 Renton, WA CG Project: 16027.10 Report: 1 Client: Seco Development General Contractor: Unknown Field Rep: Dennis Titus, PE, SE, Stephen Tabert PURPOSE AND SCOPE A field representative of CG Engineering was on site on February 2, 2016 to evaluate the condition of an existing bulkhead located on the south side of Lake Washington. While on site we met with the Greg Krape from Seco Development. EXISTING BULKHEAD II The existing bulkhead is constructed form a combination of timber and concrete. Refer to SS-1. The bulkhead is approximately 585ft long and spans two properties. It was originally constructed in the mid 1920's when the site was originally developed for a previous power plant. The bulkhead retains a sidewalk. The north portion of the sidewalk was improved during a recent site development. A concrete sidewalk and pave rs were constructed and a guard rail was added along this length of the bulkhead. The sidewalk to the south, which leads to the Boeing property, is relatively unimproved and consists of a gravel base with an asphalt sidewalk. A small pier is located at the center of the bulkhead which extends approximately 20ft into Lake Washington. The bulkhead continues behind the pier. The timber portion of the bulkhead consists of 8x12 timber sheet piles. A row of timber piles spaced approximately at 8ft on center and are located directly outboard of the sheet piles. The piles vary in size but are close to 12" diameter. A 10x10 timber waler runs along the outside of the piles and tiebacks were observed spaced at approximately 15' on center. Along most of the bulkhead the waler was no longer present and the tiebacks were no longer attached. The top of the timber sheet piles and the round timber piles are located approximately 30" below the adjacent grade. A single row of ecology blocks are located upland of the sheet pile wall. The ecology blocks are 3x3x3ft with a 10" concrete cap on top. The area below the ecology blocks was probed and it appears that only one ecology block is present which bears on the soil directly behind the sheet pile wall. The ecology blocks appear to be part of the original construction or installed shortly after the timber portion of the bulkhead was constructed. The timber bulkhead appears to support the base of the existing concrete ecology blocks which supports the subgrade for the sidewalk. OBSERVATIONS At the time of the observation the lake water level was low in anticipation of upcoming rainfall, which left the tops of the piles visible. The piles, sheet piles and walers were observed during the site visit. Each was visually inspected for structural deficiencies. They were probed above and below the water level. They were also sounded for core rot. 250 4th Avenue South, Suite 200 Edmonds, WA 98020 ph. 425.778.8500 I 1. 425.778.5536 www.cgengineering.com Seco Development Bulkhead Project number: 16027 .10 Piles June 3, 2016 Page 2 of9 In general, the portions of the piles that were constantly submerged were in good condition. Very minor structural defects or rot was observed below the water level. Areas of rot were observed in the portion of the piles that were occasionally or consistently above the water level. Sheet Piles The sheet piles are the main retaining element of the bulkhead. They extend above the water level for a large part of the year. The tops of the sheets piles all showed signs of deterioration above the water level. Below the water level they were probed and were found to be in good condition. Walers The walers span between the piles and are used to attach the bulkhead system to the anchors. In many locations the walers were missing. The walers that were present were observed. The waler conditions varied but areas of rot were observed in several of them. Others showed signed of wear but were otherwise structurally sound. Many of the walers were missing. Tiebacks The tiebacks were observed throughout the bulkhead. They appeared to be 7 /8" or 1" diameter steel rods which extended upland under the sidewalk. The spacing was somewhat irregular but appeared to be close to 15ft on center. Typically tiebacks of this era would be connected to a concrete deadman located behind the wall but this could not be verified during the site visit. The tieback rods were mostly submerged. Where the tiebacks were visible they appeared be corroded. In their current condition it does not appear that the tiebacks are functioning as there were intended. Ecology Blocks The ecology blocks are located behind the sheet piles. The area below the ecology blocks was probed and it appears that they consist of only one course of blocks and do not extend below grade. In some areas they were slightly undermined. In the area that had been improved during the recent development, the sidewalk and pavers were installed up to the ecology blocks. The ecology blocks were observed along the length of the bulkhead and appeared to be in good condition. RECOMMENDATIONS Given the age of the bulkhead it is in good condition. The portion of the bulkhead that is permanently below the water level appears to be in good condition with little signs of structural defects. Where the timber portion of the bulkhead is periodically or permanently exposed to air, rot and structural defects were observed. This is common of freshwater timber construction. Typically rot will affect the wood at the air water interface. Behind the sheet piles the ecology blocks also appear to be in good condition. The surrounding site is currently being redeveloped. To maintain the integrity of the bulkhead for the new development we recommend upgrading portions of the bulkhead. The exposed portions of the round piles and sheet piles will need to be repaired. A pile cap repair could be designed for each of the round piles. It would likely involve a steel jacket that would go over the piles and extend below the mudline. The damaged portion of the sheet piles will also need to be repaired. A steel sheet ENGINEERING 250 4th Avenue South, Suite 200 Edmonds, WA 98020 ph. 425.778.8500 I t. 425.778.5536 www .cgengi neeri ng.com Seco Development Bulkhead Project number: 16027.10 June 3, 2016 Page 3 of 9 could be in stalled on the face of the sheet pile wall and the void behind wou ld be filled with conc rete. The concrete wou ld be mechanically anchored to the existing ecolo gy block and si dewalk slab. Refer to SS-2. The majority of the walers were also missing. The walers are used to attach the bulkhead to the anchors. We recommend that the w ale rs be repla ced. The waler could be repla ce d with a ga lvanized steel waler. All of the anchor rods that were visible were corroded and did not appear to be functional. The anchors are use d to laterally support the bulkhead above grade . The anchors would be reconnected where possible . Where it is not poss i ble to re -use the existing anchors, additional support would be provided by a new wood waler anchored to the concrete sidewalk. CONCLUSIONS Give n the condition of the timber bulkhead below the wa ter line it is not unreasonable to assume that it cou ld have an operational life of another 30-50 years provided the recommended repairs are completed. The t i mber portion of the bulkhead below the air water interface will be protected from decay by water. DISCLAIMER Th is observation i s the p rofes sional opinion of CG Enginee ring PLLC based on the information avai lable during this assessment or evaluat io n . Th is report does no t warrant or guarantee t hat all conditions wer e discover ed at the t ime of the observation. This report wa s prepared subj ect to the standard of care applicable to professi ona l se rvices at the time the serv ices were provided. ENGINEERING 250 4th Avenue South, Suite 200 Edmonds, WA 980 20 ph . 425.778.8500 I f . 425 .778.5536 www.cgengineerin g.com Seco Development Bulkhead Project number: 16027.10 c:: C$ ENGINEERING Photo 1-Aerial Image of Project Site Photo 2 -Bulkhead at Improved Sidewalk June 3, 2016 Page 4 of9 250 4t h Ave nu e So uth, Su ite 200 Edmonds, WA 98020 ph. 425.778.8500 I t. 425.778.5536 www.cgengi neeri ng.com Seco De v elopment Bulkhead Project number: 16027.10 ENGINEERING Photo 3 -Bulkhead at Unimproved Bulkhead Photo 4 -Typical Construction ' June 3, 2016 Page 5 of 9 250 4th Avenue South, Suite 200 Edmonds, WA 98020 p h. 425.778.8500 I f. 425.778.5536 www.cgengineering.c om Seco Development Bulkhead Proj ect number: 16027.10 ENGINEERING Photo 5 -Probing Piles above Water level Photo 6 -Rot in Pile above Water Line June 3, 2016 Page 6 of 9 250 4th Avenu e South, Suite 200 Edmonds, WA 98020 ph. 425.778.8500 I f. 425.778.5536 www.cgengineering.com Seco Deve lopment Bul khea d Project number: 16027.10 ENGINEERING Photo 7 -Probing Piles below Water Level Photo 8 -Deterioration in Pile above Water Line June 3, 2016 Page 7 of9 250 4th Avenue South, Suite 200 Edmonds, WA 98020 ph . 425.778.8500 I f . 4 25 .778.5536 www.cgengineeri ng.com Seco Development Bulkhead Project number: 16027.10 C:C$ ENGINEERING Photo 9 -Sound Pile at Waterline Photo 10 -Missing Waler June 3, 2016 Page 8 of 9 250 4th Avenue South, Suite 200 Edmonds, WA 98020 ph. 42 5.778.8500 I f. 425.778.5536 www.cgengineering.com Seco Dev elopment Bulkhead Project number: 16027.10 ENGINEERING Photo 11-Typical Top of Sheet Pile Photo 12 -Typical Anchor (Waler Missing) June 3, 2016 Page9of9 250 4th Avenue South, Suite 200 Edmonds, WA 98020 ph. 425.778.8500 I f . 425.778.5536 www.cgengineering.com 3' x 3 ' x 3 ' CONCRETE ECOLOGY BLOCK 6x10 TIMBER SPACER APPROX HIGH EX CONCRETE -----~---------------~ -------------·~->--+~-~-- 10x10 TI MBER WALER APPROX LOW -vVAtfRI.tvEI-__________ --r- EX MUD LINE 1-- EX 12"0 ---- TIMBER PILE TO BE REMOVED ~, 12"0 I TIMBER PILE I I I J EXISTING CONDITION SCA LE : 3/8" = 1'-0" SECO DEVELOPMENT BULKHEAD C C 1083 LAKE WASHINGTON BLVD ENGINEERING RENTON, WA 98056 mu: 250 4TH AVE. S., SUITE 200 EXISTING CONDITION EO~OHDS, W.t.SHIHGTOH 98020 PHONE (•25) 778-8500 FAX (•25) 778-5536 PLOT DATE: o/26/16 flLE NM![: SS-1 8x12 TI MBER SHEET PILE EX PAVERS OSi/20 /16 DATE 05/20/16 SHEET PROJECT NO. 16027.10 SCALE 3/8" -1·-0· SS-1 DRAWN BY Ct.ff CHECKED BY GAG APPROVED BY Ot.ff PT 4x10 HF #2 WALER W/ 5/B"(p THREADED ROD DOWEL & EPOXY TO EX CONC PT 4x10 HF #2 WALER PT 8x8 DF#2 PILE CAP APPROX HIGH .. WATER l.Ev'El. APPROX LOW -WATER LEVEL CUT EX PILE BELOW EX LOW WATER LEVEL & SLEEVE W/ STEEL PILE STEEL DRIVEN BELOW GRADE &ATIACHEDTO EX SHEET PILE WALL 4'-0" MIN BELOW LOW WATER LEVEL DBLC6x12 WALER 3'-6" NOTE: PT 4x6 STRINGER@ 4'-0" OC 2" OPEN GRATING EX CONCRETE & 4x6 PT LEDGER W/ PAVER SIDEWALK ~=- 5/B"(p EXPANSION ANCHOR@ 1'-6" QC • --7 _.\ --·-. ,-- 3' x 3' x 3' CONCRETE ECOLOGY BLOCK r RECO.NNECT EX ANCHOR.·S WHERE POSSIBLE CONC FILL BEHIND STEEL PLATE CUT EX 8x12 TIMBER SHEET PILE BELOW LOW WATER LINE WHERE MISSING PILES ARE ENCOUNTERED THEY SHALL BE REPLACED W/ B"(p STEEL PILES. BULKHEAD REPAIR SECTION SCALE: 3/8" = 1'-0" 00/20/16 C:_4---SECO DEVELOPMENT BULKHEAD DATE 05/20/16 SHEET" 1083 LAKE WASHINGTON BLVD N PROJECT NO. 16027.10 ENGINEERING RENTON, WA 98056 SCALE :vs· .. 1 • -o· SS-2 2~ -4TH AV[. S., SUITE 100 TIT\£ DRAWN BY DMT EDMONDS, WASHll'IGTOl'I 98020 BULKHEAD REAPIR SECTION CHECKED BY GAG l'tiONE (425) 778-11~ r•x (425) ns-~:ss APPROVED BY DMT Pl.OT OAlE: ,,,,.~, •~ rrt.E NAM[; SS-2 Form WA·S (6/76) Commitment File No.: NC5·668405·WA1 Page No. 1 To: "\ /tMf;A/ ~~ (' --~··· a~ Sa """ 4-Lf£ First American Title Insurance Company National Commercial Services 818 Stewart Street, Suite 800, Seattle, WA 98101 (206)728·0400 · (800)526-7544 FAX (206)448-6348 Jean Couch (206)615·3118 jcouch@firstam.com Seco Development, Inc. 1083 Lake Washington Boulevard, Suite 50 Renton, WA 98056 Attn: Lisa Collins THIRD REPORT SCHEDULE A File No.: NCS-668405-WAl Your Ref No.: Building C at Southport LLC 1. Commitment Date: July 14, 2016 at 7:30 A.M. 2. Policy or Policies to be issued: ALTA Standard Owner Policy Proposed Insured: To follow $ AMOUNT PREMIUM TAX To follow $ $ 3. The estate or interest in the land described on Page 2 herein is Fee Simple as to Parcel A and Easement as to Parcels B and C, and title thereto is at the effective date hereof vested in: Building Cat Southport, LLC, a Washington limited liability company as to an undivided 65% interest and JSLAND LLC, a Washington limited liability company as to an undivided 35% interest 4. The land referred to in this Commitment is described as follows: The land referred to in this report is described in Exhibit "A" attached hereto. First American Title Insurance Company Form WA-5 (6/76) Commitment EXHIBIT 'A' LEGAL DESCRIPTION: PARCEL A: File No.: NCS-668405-WAl Page No. 2 LOT 3 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON. PARCEL B: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN INSTRUMENTS RECORDED JULY 11, 1967 AND MARCH 14, 1968 UNDER RECORDING NOS. 6201855 AND 6317510, IN KING COUNTY, WASHINGTON. PARCEL C: AN EASEMENT FOR A 10 INCH DIAMITTR SANITARY SEWER LINE AS DESCRIBED IN AND DISCLOSED BY RECORDING NO. 20010629002927. Rrst American Title Insurance Company Form WA-5 (6/76) Commitment SCHEDULE B -SECTION 1 REQUIREMENTS The following are the Requirements to be complied with: File No.: NCS-668405-WAI Page No. 3 Item (A) Payment to or for the account of the Grantors or Mortgagors of the full consideration for the estate or interest to be insured. Item (BJ Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record. Item (C) Pay us the premiums, fees and charges for the policy. Item (D) You must tell us in writing the name of anyone not referred to in this Commitment who will get an interest in the land or who will make a loan on the land. We may then make additional requirements or exceptions SCHEDULE B -SECTION 2 GENERAL EXCEPTIONS The Policy or Policies to be issued will contain Exceptions to the following unless the same are disposed of to the satisfaction of the Company. A. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. B. Any facts, rights, interest, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of person in possession thereof. C. Easements, claims of easement or encumbrances which are not shown by the public records. D. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. E. (1) Unpatented mining claims; (2) reservations or exceptions in patents or in acts authorizing the issuance thereof; (3) Water rights, claims or title to water; whether or not the matters excepted under (1), (2) or (3) are shown by the public records; (4) Indian Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or equitable servitudes. F. Any lien, or right to a lien, for services, labor, materials or medical assistance theretofore or hereafter furnished, imposed by law and not shown by the public records. G. Any service, installation, connection, maintenance, construction, tap or reimbursement charges/costs for sewer, water, garbage or electricity. H. 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 mortgages thereon covered by this Commitment. First American Tltle Insurance Company Form WA-5 (6/76) Commitment ----------- SCHEDULE B -SECTION 2 ( continued) SPECIAL EXCEPTIONS File No.: NCS-668405-WAl Page No. 4 1. Lien of the Real Estate Excise Sales Tax and Surcharge upon any sale of said premises, if unpaid. As of the date herein, the excise tax rate for the City of Renton is at 1.78%. Levy/ Area Code: 2100 For all transactions recorded on or after July 1, 2005: • A fee of $10.00 will be charged on all exempt transactions; • A fee of $5.00 will be charged on all taxable transactions in addition to the excise tax due. 2. General Taxes for the year 2015. Tax Account No.: Amount Billed: Amount Paid: Amount Due: Assessed Land Value: Assessed Improvement Value: (Affects non-exempt portion) $ $ $ $ $ 082305-9055-05 91,588.47 45,794.24 45,794.23 3,691,300.00 3,235,800.00 3. Liability, if any, for pro-rata portion of Real Property taxes which are carried on the King County Tax Rolls, as tax account no. 082305-9055-96, are exempt. (Affects exempt portion) 4. The terms and provisions contained in the document entitled Railroad Tracks Agreement, executed by and between Puget Sound Power & Light Company, a Massachusetts corporation, Northern Pacific Railway Company, a Wisconsin corporation and The Pacific Coast R.R. Co., a Washington corporation, recorded December 2, 1943 as Instrument No. 3352228 of Official Records. 5. The terms and provisions contained in the document entitled Trackage Agreement, executed by and between Puget Sound Power & Light Company, a Massachusetts corporation and Northern Pacific Railway Company, a corporation, recorded December 2, 1943 as Instrument No. 3352229 of Official Records. 6. Easement, including terms and provisions contained therein: Recording Information: March 14, 1968 under Recording No. 6317510 In Favor of: City of Renton, a municipal corporation For: Right of way for roadway and related utility purposes Affects: as described therein 7. Easement, including terms and provisions contained therein: Recording Information: July 26, 1984 under Recording No. 8407260401 In Favor of: City of Renton, a municipal corporation Rrst American Tltle Insurance Company Form WA-5 (6/76) Commitment File No.: NCS-668405-WA! Page No. 5 For: Affects: Maintenance, testing and inspection of a fire main with the necessary appurtenances as described therein 8. Terms, covenants, conditions and restrictions as contained in recorded Lot Line Adjustment (Boundary Line Revision) LUA 98-176: 9. 10. 11. 12. 13. 14. 15. Recorded: February 1, 1999 Recording Information: 9902019014 Amendment to Easement recorded under Recording No. 20130207001326. Covenants, conditions, restrictions and/or easements: Recorded: February 26, 1999 Recording No.: 9902264177 Easement, including terms and provisions contained therein: Recording Information: February 26, 1999 under Recording No. 9902264178 In Favor of: Puget Sound Energy, Inc., a Washington corporation For: Gas and electric lines, ingress and egress Affects: as described therein Restrictions, conditions, dedications, notes, easements and provisions, if any, as contained and/or delineated on the face of the Short Plat No. LUA-99-134-SHPL recorded January 31, 2000 under Recording No. 20000131900006, in King County, Washington. Covenants, conditions, restrictions and/or easements: Recorded: November 17, 2000 Recording No.: 20001117000535 Easement, including terms and provisions contained therein: Recording Information: December 5, 2002 under Recording No. 20021205000523 In Favor of: Puget Sound Energy, Inc., a Washington corporation For: Transmission, distribution and sale of gas and electricity Affects: as described therein Easement, including terms and provisions contained therein: Recording Information: June 12, 2006 under Recording No. 20060612000001 In Favor of: Puget Sound Energy, Inc., a Washington corporation, its For: Affects: successors and assigns Transmission, distribution and sale of gas and electricity as described therein Easement, including terms and provisions contained therein: Recording Information: October 31, 2006 under Recording No. 20061031000480 In Favor of: Comcast of Washington, IV., Inc., its successors and assigns For: Broadband communications system Affects: as described therein Rrst American Titfe Insurance Company Form WA-5 (6/76) Commitment File No.: NCS-668405-WAl Page No. 6 16. The terms and provisions contained in the document entitled Memorandum of Lease and Purchase and Sale Agreement, executed by and between JSLAND LLC and Building Cat Southport LLC, recorded April 23, 2007 as Instrument No. 20070423001830 of Official Records. A document recorded July 7, 2008 as 20080707001036 of Official Records provides that the above document was subordinated to the document recorded July 7, 2008 as 20080707001033 of Official Records. 17. The terms and provisions contained in the document entitled Multi-Family Housing Property Tax Exemption Agreement for Bristol II at Southport, executed by and between Building Cat Southport, LLC, a Washington limited liability company and JSLAND LLC, a Washington limited liability company and the City of Renton, a municipal corporation, recorded September 12, 2007 as Instrument No. 20070912001058 of Official Records. 18. Easement, including terms and provisions contained therein: Recording Information: Recording No. 20080630002054 In Favor of: City of Renton For: storm drains Affects: as described therein 19. Easement, including terms and provisions contained therein: 20. 21. 22. Recording Information: Recording No. 20080630002055 In Favor of: City of Renton For: sanitary sewer Affects: as described therein Easement, including terms and provisions contained therein: Recording Information: Recording No. 20080630002056 In Favor of: City of Renton For: water lines Affects: as described therein Deed of Trust and the terms and conditions thereof. Grantor/Trustor: Building C at Southport, LLC, a Washington limited liability company as to an undivided 65% interest and JSLAND LLC, a Washington limited liability company as to an undivided 35% interest Grantee/Beneficiary: Trustee: Amount: Recorded: Recording Information: Monumental Life Insurance Company First American 1itle Insurance Company $41,500,000.00 July 7, 2008 20080707001033 Absolute Assignment of leases and rents and the terms and conditions thereof: Assignor: Building C at Southport, LLC and Jsland LLC Assignee: Monumental Life Insurance Company Recorded: July 7, 2008 Recording Information: 20080707001034 Arst American Title Insurance Company Form WA-5 (6/76) Commitment File No.: NCS-668405-WAI Page No. 7 23. The terms and provisions contained in the document entitled "Consent to Transfer and Loan Assumption and Modification Agreement" recorded July 7, 2008 as 20080707001035 of Official Records. 24. A document entitled "Shared Use Agreement", executed by and between The Bristol at Southport, LLC and Building Cat Southport LLC and JSLAND LLC recorded July 7, 2008, as Instrument No. 20080707001037 of Official Records. 25. Easement, including terms and provisions contained therein: Recording Information: 20090828001338 In Favor of: Qwest Broadband Services, Inc. For: Broadband communication services 26. Easement, including terms and provisions contained therein: Recording Information: 20130207001325 In Favor of: Puget Sound Energy, Inc. For: Storm drainage 27. Easement, including terms and provisions contained therein: Recording Information: 20130207001327 In Favor of: Puget Sound Energy, Inc. For: Access, landscape and utilities 28. Easement, including terms and provisions contained therein: Recording Information: 20130312000756 In Favor of: City of Renton For: Public street 29. Evidence of the authority of the individual(s) to execute the forthcoming document for Building C at Southport, LLC, a Washington limited liability company, copies of the current operating agreement should be submitted prior to closing. 30. Evidence of the authority of the individual(s) to execute the forthcoming document for JSLAND LLC, a Washington limited liability company, copies of the current operating agreement should be submitted prior to closing. 31. 1itle to vest in an incoming owner whose name is not disclosed. Such name must be furnished to us so that a name search may be made. 32. Unrecorded leaseholds, if any, rights of vendors and security agreement on personal property and rights of tenants, and secured parties to remove trade fixtures at the expiration of the term. First American litle Insurance Company Form WA-5 (6/76) Commitment INFORMATIONAL NOTES File No.: NCS-668405-WAl Page No. 8 A. 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. B. Any sketch attached hereto is done so as a courtesy only and is not part of any title commitment or policy. It is furnished solely for the purpose of assisting in locating the premises and First American expressly disclaims any liability which may result from reliance made upon it. C. 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. Lot 3, Renton SP No. LUA-99-134, Rec. 20000131900006 APN: 082305-9055-05 APN: 082305-9055-96 Property Address: 1133 Lake Washington Blvd North, Renton, WA 98056 D. A fee will be charged upon the cancellation of this Commitment pursuant to the Washington State Insurance Code and the filed Rate Schedule of the Company. END OF SCHEDULE B First American Title Insurance Company Form WA-5 (6/76) Commitment First American Title Insurance Company National Commercial Services COMMITMENT Conditions and Stipulations File No.: NCS-668405-WA! Page No. 9 1. Toe term "mortgage" when used herein shall include deed of trust, trust deed, or other security instrument. 2. If the proposed Insured has or acquires actual knowledge of a 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 or reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclosure 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 and Stipulations. 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, exclusion from coverage, and the Conditions and Stipulations of the form of Policy or Policies committed for in favor of the proposed Insured which are hereby incorporated by references, and are made a part of this Commitment except as expressly modified herein. 4. Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest or the lien of the Insured mortgage covered hereby or any action asserting such claim, shall be restricted to the provisions and Conditions and Stipulations of this Commitment. Rrst American 77tle Insurance Company Form WA-5 (6/76) Commitment The First American Corporation First American Title Insurance Company National Commercial services PRIVACY POLICY We Are Committed to Safeguarding Customer Information File No.: NCS-668405-WA! Page No. 10 In order to better serve your needs now and in the future1 we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal Information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal infonnation regardless of its source. First American calls these guidelines its Fair Information Values, a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal infonnation that we may collect include: • Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and· • Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as pennltted by law. We may, however, store such information indefinitely, including the periocl after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your infonnation. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. c 2001 The First American Corporation ~ All Rights Reserved Rrst American TTtle Insurance Company N First American Title Company Reference No.: 668405 County: King ,JS W+E ,- ~~ I i I i ''" // s 1-~· ;:; ()/7~ ' ' J J S\'' n:;\,. ns I ·-~--,-1 /' •. 1,-.• l ;' __ I <)()'.-5 Ii // /'//,. / / I I I "' I I C/ I / -f/ ,, , I , -. I I I "'""' c, / II I "' I I / ~--OiC/ / / 'I -~ // ;'/ _ .. ! "'--/ / I"/ ' / I '-I ' y/ // / .., I /' //" / < Tax ID: 082305-9055-05 & 082305-9055-96 Map Not To Scale Short Legal: Lot 3 Short Plat Map #20000131900006 Location Map Legend LJPARCELA PARCEL B -Not Plottable PARCEL C -Not Plottable This map may or may not be a survey of the land depicted hereon. You should not rely upon it for any purpose other than orientation to the general location of the parcel or parcels depicted. First American Title expressly disclaims any liability for alleged loss or damage which may result from reliance upon th is map. --.. ... ,:.-:, . ··~ . '~ . . -•• .. ' . . aa5~H w fl?!f4 " flll.& Ull&)ITU$ ,ud<t thh gM d-t ~ un. oetwoon ~JLW£f eeem, IOfflm • .LIG.Kl" coYffi, 11i iuo11ohmt'COJ1)0ra.tictt, herc,iti.G.ftt:ir nfflJ"ri9d t:c, u tb.• 11 ,Power Cam.puv". tha JlOB.tt£'RJI PACIFIC RA.t1r;n,y COUl'IJif • a. .,. ·-1Poomin c,orporation, Qd tlle, P.ACD-"IC COAST ll. -a .. ®· • "--~ a l\uhlri,;t:ttn Af ----~r•i1011, .bl!lre.1.aatter ooll•otiTol,y_oalled the 11 .Ra1lr6-d. CC1ttpan1 .. a:i • ... -~Ii.that, --;~ tiJJd b CIOM1dfr•t1on of the •wa of Fin Hundred Flft)'" .. H"hn AM 130/).0v dO-llU':11. to it 1». ~ pa.id• tho r•c•lpl;. whereof" h htr•"bf '-Dk:D91'l•~d I thti -Pow.r-:C~.--hu: gn.J!ttd Ud by thoile pfi•·uita doe.a OlU\NJ' LO the . ...BJ.1,1 "i-l!ll ... ro~id C•p.DiN,-tNlr Eill.Ooouo:ns and &4..iigmt JdiatJ.T 01" 1nen.Tq na their intoruat I.Ii th• t,=.acb thereon !It.~ tra.m.;t.ine to-. tt ... appaar. for t!te purp;j.10 o' c,on:ilruct1.,g;, fl:!'!-mat.ntalnbg. s.fld op11tratin& tbr:reon ~rt.ai.A raU.roa.d trach,. t.tm, f-oll.:ffl'ltig dee..:'"iLod J~Y btnot. d ls.Dd 1!15ofnr e.:i ~hi, 9A.:DS Vt 'lflthin tho prop,ertJ' or tdd Pcr«ar ... o.:n~~.; /lJ..1tuat• iD t~ Cou&:at1 ot l111g •nd. 8h,te or Wu tngton,. , o-wit. ' ?b.at o,rta.iti 1ti'1p~ot' l•JKl. twesxt.y (~O) .faet it1 11,1-ttr1, boinc ton (lf, feot t,ide o;i. each ,11!• or tJ1!: ce.irt'er line 11;1J' the mn.ln :!ilpur-tr~oli:: Dtn" lo ... utod then~o,:n --d~-~t!'.lJ> or .l111ld P!'~ ..,1.mrn .oolo.r•~ 1». lilalid Rm oir...ho-;.l&t a.tte.che.6 rer .. to, • ·~JU.do a pnrl hsr11ot"_, prepar•d. Li tM ottic:e ot tht ~i1trl.:>t J:.ncbe-,r c,f .,1.1id ktl:.11..,,..,. COilb.pe.JI'" d ... t•d S..ptt)mllier 21,. 19-42.1 roTi,ed July 21th, 19'!13. •t.Dd 1:!unti.fbd _s..a.&%1b.it "A .. 11 a,:i.d t'urth•l"-l:eYhed OIJtob-er 12', 1~3. AJ10, subject to CA..na~llation. ou ~i.xty (cv) d11;s written nc· lc" tr'-,, ·ro ~ .... ~.•;:ir heie•u. th&t auui"-"rip Gf.1"'1<! -twlllll:)' (Zui r .. t in •>dth ooi~ ·n (10) ,out •14• on euh 11de ot th, cortt.er libO of the i.ub:1:pur J.11rke.d "le:i:or<1ry Jf'r,cl.::11 .on tho ltte.che.d bhibit _""ta, eDid: L•t des'1;d1:i•d 11trip oi. ~lo1;1d hei~'b colorer. 1n ·-::iblld nu.ow ai:i . .,d'!' &.xhlttt n-A..,,: Prov.$..ded tl~t shculd -the st.id ~ .. 11"'--"''" Co~p'-Ili1'1 nr t}l:ho:-d ~-.,.,.;;1 re .o'"ei the tr.e:ob tr~ .. ai-0 •trip; ')J" e1tbti" of -iJum,, tM :,bl.p or e~rlp1 rr.orr ... 1.::., 1aid. tr,, ~t:..e iii.re re::i.civttd ah.all reTon to "tnii-Gr•rntor. l1f 1'ilf!r:..:i.:. .Ji~Cf·, tr'.!! P°"er Co~_pp...a:q-},a.a; oxecut•d ~ ""'" r.rll!i,Utn• 1 o; ,;, Cuy Uld )'e.a.r f"1rst abOTe wr1ttAo. / -; l-1.J"iJ,4 .. s _'TJ?.-: f'O, :,r d:. i.1u-fi a . f ~y.· ~ />-,,....-- "' .,::'-"_ ~ -lb~-c:< \'ice Pt'"";-!l1 '!t:i:::rt:. ' ... d { ·t \ ·, ;\ \ . 3TAT3 G T:Ni ~j~Oli ) . , .. Count,r rrt Uni;, ) Ou thh 9J-L day o.1 ~--h ..... l9U,_. liet'1ir,e mi, ,t-,eir&ona.l.ly ..!.t'J>•areC: c .. !'1 Tetr•l!_. to me kno,,,11 to bett,• vice f"l-H1~4 :it ot the c "- e.x~uuted tho • r\Delm. and ac.tr.adertb,ad saii! im'l.t:...t.=e.:it 111 the flree lll1d "rolY..D.t&Q' I\Ct ~ d••d r>f I aid uC>r'fA'li'"l."tlO~a, for thl!I ~O& an.:'] purpa.aa tnuroin •ntionbd., and on ::inth atnod thi.t be"•u: author:l.1116 to ,aj,:icj•p DO.id i~truma:ct e.~ ~!at th,p: .ur,1 u.!'fh@d i:i tht ccirpo~.:u ae1;1.l Q!~ m1,.id eorpor,.t1an, ~ 1'{. ~T.JfEJ.iJ if'H&RU)F, I ho:u, l\9ro1.LntD .J•t IIQ' hUJd ui: iJ!Jbttd qr o!ficial 4al\l tho d~ ~--·~'~'"" lG:tt abOTo 'fl'Utt.on.. • __. 'fi. -.. .-; :--> ... ' : ;: .. '.) . ' ' l .... ;.• . t.. pi,";.. 'I..:!.., _ ..... "' '~ .. \ -.-1.;.~ ... -",, -.J-'•~· t I• .> ~·..: .. ~·· 4 f" O I ----- • i. ,,, .. ... ' . - f. f, ·\ :1 in hand paid, he1:«by gra:nta uQ.t<J Gr Antee,-wi t!lOul .o6 ;iti!1 foj r.o..at,ay d , rdated utUitY. p:u~po6 es desd-1bed · 1a.ntt ·-~1t11atid :ln the Cou n ty -of King , -,~ncing at t.he Nor.t~alt c<.>nur of Ccv~~-nt Lot 1, sitt'ion 8 , Tovn•hip 23 ~&rth ,:bng~ .S tut, Will..aette Kk.ti.dian; thence North . u 0 51 '0"5" ·wu t alone the !tor th 1-{ne ; of uid Section g,: the dhtance o{ 960._0l feet t o the Mo r theut corner of th,, Sbuff,leton Steu. Pl11nt pr-ope rt;y ; ui'd .cci rn~T -.bt:ing Ot1 Yhe c uri:11~ '-'<'titerly bound•r")' of tn.e Noi::'r n~\:n Pacific Ra! lwa y rtgh t of '"'"Y o f radl.ui 1 > 388'. 68 'fti e t , h:O<a \.ih~nce the center 'be111' No rth 74°38'2 5" we1 t; t.~nce c o ci"t!.nutng II-Orth 88°:J '05 " We.st 56.32 feet; t hence Sou~h 1"4°2 3 '31" t:.,.:s c L0 2 . 3 4 fe.ec t0 a point on uid wsterly boundary o f Northtrn Pacific Railway right o f '-'•Y• $8ld potnt be1n;; e n ~ cvrv<' o f r~diu, l ,'.l 88.t8 f«et f r <>m .1~nc ~ t·ht' cenr.er ::ieari; North 70°23'59" •esc;-th,:nce, Nortru!as rer l y •l;>n~. aatd c urving boy.ndary ari , ar c l"'n.g Lh :Of i 0 2. 78 feet more o r :eu to the 1~oi nl'-of ' b eglnnin&, -. \· .. -' . ' ;• This e ueOl<!n t f •~ gr~h ·ted '-on ,i1e ;-fo't ,io-J ;-~g ·\~nn~' .and c<>illli ~i o <1": .·:'. ,;_/ .. :·:. ···< :\ .•, J :.; •• : •.· <··.:_ .. ;: . .' -~-': I. S,id ro•dwi_Yi ~d. r :1tl,o.t _\!d l!,ua·t r9a .:•h:F:f 'l,'\~;'cOOHruct.;d , t1 i;d w,i!n -- L'I i n-,d al th<· s ole expen,.,' b.i :'.·th'.li -q ·ra.n tc:ie •arid _u i,:~ _SJ;l~d 41}1 "'orkman.l1k~ _m,.,n nn. i' damage whic;h 3nd fl'.'om all _!or ell !uch Gunte<:' agr,cic ·~ 'to _:aavl"· and, ho.l'd ·Gr an l~{ luraif.<:H f rc>m all ··100 0 1· !MY be-due to t"hc:•~e?(erc:ite by Gr•ote~ :6f the · dght ~rdn llfMO(\!d cl a im f for such d~a3e by who,u oevcr <lia(l-.,··.and '·L o indeaih !.ty 'Crantcr lo~s , d11rr....ge .a nd ;;lairu. }. Grant c,r r,~i;e rv<>• the right to U5<! •3id land fo r i.L ~ o vn p-,_rpose s . jn any we.y , an<! c o grant rlghts in ~aid land t o o the c B , noL lncooslsr.:,nt 1.·i.th ~ ,, --/ihe ri.ght he rein grantoed ·c o Grantee, a nd Gran t ee here~y a,ssume& all risk o f ~J -..,. . ~ • -·. ··,··, :_, .·16ss or damage , including d amag e or inj·Jry to p,--rsons o r to pro!)t?rty, "'hi.ch m"y ./·(:,-: . .-bi' ... su!.fered by ; Grante t/ resulting fr<>m Gunc or' s use o f ~aid l a nd and an y o f i.t s ·f\:)\i iiulf)llient thereon , whether s•id d,u:iage or injury be due to the r.eg ligenc " o f \-'i\ -Crant<-r , i'u servant,s ur :.agen,s, o r other,d s e. h}{;:: -~ 4. hcr<'bY ... sranr.e d · shall c o nti.-.;e aod b ,~ fn fo r e(· until ·ab,.nd o n rhe uMe o f s aid roadwa y , at ~hi s in.HrWlk?O t has been l:'Xe :.o uc e d b y the p~rti<'s and yea r first. above wrlc ce n . . /. ( t:., Q ·~,. L 11 II,'. /;rlt;, Y~, I I' •. , U/1, " I;: • ~-. >.:~~ .,. .. . ~ t · ;':~~J- • }··. •I. • • ! ' ' •. ~ ·:·• . . . ~. ·, C ~\·,~ --...... , --}. r-=--,j __ ;j .. , - • - -{_·1:· . .. · I ·:,~ .. ,.;.;.;,..~-..'.. . ,.. ._ -~ :,,r. . ' ···'c.'r. W· 737 84/07./26 RECO F ~.oo FJRE MAIN EASEMENT tl0-401 CASH5L +~~•S,00 (1. ,_p_ l2 /9..f.U'l'hia indt;mttire made thie ,il_Jdf/ dELy of .-~~,E,ci,,b,=c---~ between .PUG.ET SOUND PO'WEB 0 l LIGHT COJfPAH'Y I i'iiui:PJgton corl)Or&tion ("Orantor" herein), and CITY OF REff10N, 1. Xunic1pal c<,.l'J10l'atJ.o.o ( 11or.uteet1 Herein, 1 That in con•1deTatioD ol Ten Dollars ($10,00) and otber 1ood &nd valuable con$1deration, in band paid, receipt of wbicb 1& hereby acknowledted, and pe~fonnance by Grantee ot the covehants hereinafter set forth, Granter h~reby grants unto Grantee an easement for th~ purpose o1 maioteQanee, test1ng and 1n6pect~qn e of a. Ure main witb the necesaa.ry appurtenances (".f.i...:Uity" .b.~[tMlit6n'-·1 acrose and under the following property, situated in King OU8"1Y'jY Waabiogtoo: Ml\, ll) i,a jN ~ See le1a.l description attached as Exhibit 11 A'' 8 , rn._ 01¥'1SIOM!t:_ Rfc\!ijDS & lllCT- 1. Ba1d facility ie &n underground pipeJ it sbal. eoneiJtlNGCOUNlY ot single line ot pipe not over 10 inches inside diameterj 3 fire hydrants and otht;tr appurtenances theret.o, 2, Grantee agrees to save and bold Granter harmless from all loss or damage wbich may be due to the exercise by Grantee of the right herein granted and from all clair:Qa for such dAr1J"4ie by whOJQBoever made and to indemnity Grantor for all such lose, datnage and ola1me, exeept damage caused by 1rantor • 3. Grantor reserves the ~igbt to use aa1d land for Jtu own purposes io any way and to grant r1cbts in sa1a Ian~ t: otb~re, not inconeietent with the rigbt herein rranted to Gr&ntee 1 ~ubject to the following: A, No storage or buildings are allowed within the are~ described in Exhibit "A"; B, ~o power lines can be buried p&rallel to and •itbln five (5) feet ot tbe cebterline of the Facility; and i-' . ;;t. any other utilitiee that are buried parallel to ind within five (5) feet ot the centerline of said Pncility that are damaged during Grantee•• routine mai.nte.,ance, testing and inspection of eaid Facility shall be repaired or replaced at the Grantor 1 a expen»e~ Crantor agrees to eave and hold Grantee harmless from all loaa or di.mage to said ether utilities which me.y occur aa a result of Grantee performing such routine maintenance, tasting and inspection of aaid Facility. Prier to any digging performed l)y Gtant~e within the area deacribed in txhibit ~Aft, Grantee shall notify and cooperate with Grantor in the coo~din•tion of its aotivitiea with those of Granter to miniaize conflicte, insure protection to each party's facilities, prevent hazar4o~s conditiona, or minimi~e interruption of Grantor 1 a operation•. 4, 'l'be right hereby gr&nted eball cea&e and terminate whenever Gr-.ntee shall have permanently abandaaed tbe uee of said facllity, S, Orantee 1 its suceesaora or aaa11ne, eball have tbe right, upoa a minilPWD ot ooe Cl) busineaa day's prior no1ice 1 &t such time• aa may be necessary to enter upon aaid above deacribed property tor tbe purp0ae o! routine maintena.nc•, teatiat ,~d inepectioa of ea1d Yacility, provided, that such maintenaaLe, teetinr aad ine9ect!on ot waid J"acilit7 shall be accomplished iu auch a ma.nnar tb~t dlsturbance to the exiatin1 private improvement& and pri?ate property sh•ll be minimized, Notwitbat&ndinc the to~erainc. !n the e~eAt of aay emergency req~irio1 i1J1Dedi•te access to the racility by tbe Grantee, Gr•ntee may tate aucb action upon such notice to Grantor a• !e ~•asoaable ~ u•d•• th• .1, .... ,tan•••· #:JJ-r;./ V . ·i-1,~ I. :~ .f .. I." . .,_J._ .. .. k , ... IL. - .. --------------"'.] ~ .... -·--.- -.;: .: n;:· __ ... >-::. ··.".' ---• ..!!!!!!!!!!!!! - .. • 1', '£_,-- _C""""'"'---· . TI._ ~ ·--~··-·-.. I P!RE MAIN EABEIU!NT PU<a:T 80UW) P01fBR l LIGHT COWPANY, Ora.nto:r CITY or ft.ANTON, Grantee In the event a,~d improvement• or property are disturbed, tbey will be replaced in &8 cood I coaditton as they were immediately befo:...•e tbe property w1.11 entered upon by tbe Grantee. 6, Gran.tor reserves the right to r~locat~ said Facility, provided said relocation comfol'llle to the Gr•nte••a Fire Protection and Utilities Department requirements, 7. Grantee sDal! not block or l.Jlpair access to Grar.tor'• rem11.1n1nr property at an)' tsne, of which said J'a.eility 1a a portion. or interrupt GTantor•a business. 8, This easement &ball be a covenant ru~oin1 with the land and sh .11 be binding on the Buccessors, hElirst a.nd a.saigns of both parties hereto. Accepted by: PUGET SOUND POWER I LIGHT COIIPANY CITY OF BEl!roll At teat: rl'ATI OF WASHINGTON J J 88. ex>UNTYOF I" On lh~ £ day of [JeyJJff, '~' belort me. tho .. ~ ... lped. 11'm, IC• !rtb~r . .. ... -.. be.... Director Real Betate .of PUGET SOUND l'OWBR HICHTCOMl'ANYdho c;orportlion lhlil .X9Cl.!Md die f-.lni innnuun1, and acknowled,ed the aald lrwtrumHI ta bit lht frtt and vo!unt1ry 11Ct 1nd Old of Aid ai,rporalkm. for Iha UJn and puzpo11111 lher1ln m,ndoned. and nn oalh tllttd lhet ha bi Hlhoriz.d IO OC1lli !he nkl Jllllnlmlnt. f.l"- 1 I -I ,~" f~ • - - - ,, .. ..,Jj ll f """--·---·--· EXHIBIT 11 .A.,1 A atrip of l•nd 15 re~t in w!dtb haviqg 7,6 tee• ot sucb width on each &ide ot the following described center11ne1 Conaencing at the Meander cort1er on the North line ot tbe Hoi-•'1- west quarter of Section 8, Township 23 Horth R1n11 e Eaat, J,M,, in the City of Rentoa, King County, Washin1ton1 thence North 88 6 S0 1 12 11 West dons an extenrdon of &aid North H ., 01 said Northwest quarter of Sect1oa 8, a distance ot 814,99 teet to the True PPint of Be[· ,n1ng1 thence Buutb 43'08'08" East, a distance of 10.~2 feet to a point hereinafter desie••ted Point "A"; thence coiitinuiog South 43 6 08 1 08 1' Eaet a. distance or 219,33 feet to a point hereinafter deai,:nat,Jd Po1nt"811 l thence contibtiing South 4.3°'08 1 08" Ee.19-i. • a d111tance of 39,64 taeti thence South 20°38 1 10" last, a dista.nce of 2.52,80 feeti thence south 43•oe 1 os 11 East e distance of 62.83 feet to a point be:reina.fter designated Point "C 11 1 th~nce continuing South 43°08'0B't East, a distance of 257.6B .teet to tbe termh1u11 of the centerline. LESS tbat portico of said described easement lyins wttb1n tbe 100 toot right or way ot tbe Burlington Northern Railro,11.d. TOG£tlir!8 WITH a strip of lknd 15 feet in width havins 7.5 teet of sucb width oo eacb side of tbe following described ceaterl1ne1 Beginning at Poipt 11 A" as meationed in the above description, thence South 46°51 1 52" 'lest, 11, di&tRDce o! 17.22, feet to tbe tenllinus ot tbe centerliPe. AIU> TOGJTBEA t!TB a •trip of land 15 feet in width having 7.5 feet of such width on each side of tbe follo~ing described centerline: Bea.n~ina at Point "B" aa 1Pentioned in tbe &hove deacription1 thence South 46°&1 1 52" West, a distance of 39.84 reet to tbe terminua of the centerline, AND TOGETHER WITH & strip of l&lld 16 feet in width having 7.5 teet o! such widtb on each side of the followin~ described centerline: . Beg1nning a.t Point 11 c 11 as mentioned in the above descriptioni thence South 46Q51'52" Westt a distance ot 363.90 feet, thence South 13"0Stoa•• :£aet, a dista.nce of 18.52 feet to the terminus of the centerline. - - - ·\. 9902019014 .1.l NORTHWEST 1/4, SECTION 8, TOWNSHIP 23 NORTH, RANGE 5 EAST, W.M. CITY OF RENTON ALE No.: LUA-98-176-LLA 7 .. """'. --·~ ,:,ni~/ ·-{~IN~"B") ._:'2.M~ ID~-~--... t.osueo 111(.ft. ...... _ HQBIZQKJill IAA1Y: w~ IX()~ mrni ol1m;91J ~20NE ···=:. _ •• -·· "Efl.siD ON CPS ~Etirs lO NI.TIOIW,.00'.)[l[f(; SIIM'l" POWfS I'll). OOJ1""1Wt 1990 :::: ~~ :~?*···-···· ... ......... TU.NI "l,ft.. 11.1•- .. ~ ...... ·:-;; CflflW NQIES ~ ~ \ , M: I.OCl,OOH #fO OCSCR1POCtl or Ml. SIJIM"r l.w!K[RS"'l'·}~, ..• \,,··' 9""" l£REOI! .ll!E ""'5[0 m nno 09S€~TIOWS l>KEN ~"" OCllUll OCToeER. 19911 NC l(N(l,l9ER. 1998 UNLESS --· l!4E l'RlliWl'I' ME,l,S\RD,IOO" EOOAIENT IJRJZm ti THE: P£RfORMAHa <F 'llffS ~ WAS M SOKIW. SEI' 3 TlJl".ll Stl,11(11( Ml. PRINUII' ~ EWPMEHT uruzro lllS rim, COWPAREO TO N(j IOJLIS1'!0 /11.WMSr A twnw.. QEOOCTIC SIJRYE'I' CN..8RATEO 8ASEDUNE WITHH THE PRlWllJS ONE 'rt"M M RElATIYE lOCATQ.I Cf Ml. SIJRY£Y MOtMl£NtS 00 MARKERS SHOWtl HEREON N!E 8'SE[) ON GPS ~ ....m A amro LOOP nno t~ n£ I.MM £R!IOR or CI.O&mE. ArT[1I .-IM.IS1MElfT or .lllGt£S. rs rxcEIDS l l>mr IN 10.000. ""'" ijcoc:::'.l M'£AMOCII Cl)Rll{R & """""' • f:£BAA & CIIP = """"' "' REVISED lOT UNf'. + ru£M£lfT roi;: f1RE MollN IJUIJ'!TrR CORNER ----0t0 LOI UN( = ""'""'""" 0 SET 5~ RC8AA W/ (;JI' OW ~419 IIDA HORTQ',I DENNIS .l ASSOC. F"(NC£ LINE CITY c»e RENTOO Will RECORD llo.: lNO-;Kl-Q!ZJI KING COUNTY, WASHINGTON ,~· ~ ~ ~ ~ / / ?i ;~:•w _, ~ '"'•"''··: SCN..E IN F£ET ,'~ / , 4/ ~ DETAR. / t DUANE HARTMAN & ASSOCIATESHIIC, ... -Sun,eyon- 1eon WOOPNlll.1£-iBlltOI) RD10. 11-209 ---~•Om 1-11-99 Ched<ed~IS<xi1,~r.e._!:!:__ \ \ st.al[ 1" -50' \ ' .. ,,,,. _._..;\ ~.:'-\ ... _.. .... -"' \\%. ·'\=r:::.- . -.· '~\ " ,cX\11·. \ ;,{t: A,_.. ~',~ti-; ,. , ta•. (' \ i :.,· "" :.:::-1 - tO >ooefWS· LOT A -1119:! IN([ WASHt,CJON lll"o'D. NORTH LOT B -1141 lNCE "1USHINGTON II.YD. NOrnl lOT c -urn twr w.\SHIIIG1UN a.YD. MOR"rH 8Y· P\JC£T SOUND -(:NERGY BY LOT LINE REVISION PUGET SOUND ENERGY SHUFFLETON COMPLEX ftCOtlOlffl CUTFtCAff • .. •,. -.~,oo:1 la" nom:I lflllu:J:.__"'1 of f'1t I, !O .f!..at : ..• IJ.LfJ¥ ;:-IURVE;'IOR!.8-CSITFICAra:·; .. .-. ™• _,,_ll!i,._,_1, ......... , """.tt ~ .... .,,.~ .. ,~1n--'flil, ·."·iho ,...,.,;.,'-"' ""!''!IJIMY RECOIIOIN!l.::kf ol '1• f1i'lll'Hl <>f ••• ,: •• , .-. ,·PUGET :,,fu;JERN ~-:: ~ANIJAR/' . ,._iJ_ .. _. 0,1,VID R;·:FULTON i'.:, CERlW'!C"-l'E ~o:, J242' "'i _._:· ,::--: ····-; .. .. cifu PARCE\/A. ~;."TA): L0f·.'l76. ... ,·-rx~l,.OT111~.~i,i---~ _., D.1G(JI. lllllllC , tl$1'. II.~ lOlUIO """~ 111' L1fl' 1(1.Wffl'AT~ ~ «:~~ lt1r l or~ 9, ' J-'~~=:t'~tM-:~c::.~~~===:~- ." 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IDffll 50'41'« W'I IWC -l!Qtl-<F-:954.91 ~--~ Jl)f!l'll_,,,.,.,.,.'11£5lb-M"'-'t_,.llt_ ·-:,,, .. ,.,. _ 1.15$IIIJII.ICIIINll(l!!!Olj--<)l"-.1'£JM:CITT'f!f-LO'Tuit"' ltllfH!t,.~--·---m:EP'l'llll,f POIIIDI OF1Ht mllEI l'1CIAC O)IS'lll:M. ,Kll(I ~ -l)F •• -1'I 111:1 U" o,, 111[ l!l.-.- ,c,lll)Oo: --..O,--. !OJ1'M Dr 11![-.... lflt 111' SMI -l(IT 1 Pllllatl 1£5l[N.T .lie IOffit 111' 111[ ~ C!Dt~l!Wt: !ll'-ATA~--/6-!'ll(ffll)I" -Ul1UOC~II0.004_.IIS~llC(l!-ccu,r,, -~---IHEII05f~YCOIMIICIFA ~-T1)A'll'IW!Cfl.fl:.lll!NCEIPIIIIIESflllD!G1Ht!Dffll UIII: 111'5'.II ~ D 11.71 llE" -at lat, 11)111[1'-..s OF~ -NEW LOT A. 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OLD PARC£L 8 -TAX LOT 055 -tE-.~1.tlNICIIIINIESTQIMll(JO,ttct,:::w~. -11 N('llffil, IWflt , fillff. 1CIIOIO 111111 -or w;[ ----.ll!lllllDft -l<t'M:ll!E!!$lrlllllll7T1'[~T-(Jl'T1'[""1)! LN:--U7111111H"'5'1(11tT-(Jl'MllllfflUIIPIIClll , •. ,. 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INTEREST IN THE NEW .tliSEIIENTS ~ng.:~.~.~~= .:: ~. ~/111™ TII£;:~ AS~~-~· 127 17 1,, CITY OF RENTON FILE No.: LUA-98-176 LLA D(CI.MATICIN k'NOW .IJ.l. P[Q>t.E TIOO" ~ ll£ lN)ERSIC~. OWNER{S;)' Of. INTERES1 IN 1ME lNID{S) lfER[lN DE'SCRIIIEll 00 lfJIElrY 1W:t: A LOT lK AnllS1l,f)l1' NID Df.tlARE lllS LOT UN[ A(I..IJS!Klff TO BE M ~ f!El'llrSOO~TTOM OF' Tit[ SAME, ,ll,ll '!HAT SAil LOT UN£ ADJIJSTW£llT ~ II/IOE lfflH THE FREE CONS£NT »ll IN MXORIWCE Wl'l'k THC OCSIR{ Of TH£ OWNf.R(S). IN 1'ITIIESS no£OF' "IIE S£I' !JJR IWllS AND SUJ.S. ::' rn;;r -STATE r, ~MJTON COUNTY or kNG ! tOl1TI THAT l KlfCIW a:! HI.YE SAT1Sfi1CTM'I' EVIOE:NC£ Tw.T B c~ n is mi: ~ m .lf'PfARED BEFORE ~ AND SMOmi;;;;r~ MT (S)1£ SICII£[) IKIS INSTIIUIIE'NT. ON OMH 500Ell TlW" I!£ WAS ~ZEO TO EXtCUl'E THE INSTRIMliT #IQ ACKNJWlf[)G[O IT /IS Tt£h1nw!!L4• &An,or PUCtT SOIJffO OIERC'f lll 8( THE FREE ,ll,ll YWINTAR'I' ACT or SllCH PARTY FOIi Ti'IE USES 00 """"" ~ • '"' '!I!".-· C>"'7" #f. ~- (KlU): ,~.,, •. _,,, PRM NNol[: .. 4°~r,. M• ,..,,/i(~•N NOT~ Pl/(t}:: IN ~ THC SrAT[ OF' W.ISHI RtSDl<K:/oi.T < (/' ..,...,,,,, M'I' ~ .EXPmEs •-('/-u ,.__ .~./...... -+ti /~,..,...,..."" ....Yr.:. "'" ~ • ~~l°~l</olli-S "" • .f(ING COOlflY ~OF~--~~---- .. OAMMC ,tffO .tl'PRIM:(l TllS ..L:!!___ 00 or j:"' 4, 1" • ,c r "" ,m 1(11(; COUNTY A$S[SgJII S<!..~1" ,,,.,l,(e., OO'!l1Y IClNC COJNlY "5SESSOR ft! . • c:d .. ,J ~ N~J..:1.t l • r~ f,zr. ~F71• 'm/ ....,.,i,1 .. r-~~~,J" LOT LINE REVISION PUGET SOUND ENERGY SHUFFLETON COMPLEX R'!COJIDl!R'8 CIRTl'ICATE ········fll•d 1..--.I \h'a __ do~ ef !~~o! _·_:·:-· --• • ___ M ~Y'S o1 P~l'.I!: <>t ~-~'·41:~.oM': llllllUAI! ll ASSl'.lCl~'TCS, INC ... ,,,,.~~~ !.:~ SUpi. "':_.R~'-~•:,t t .,,. . . :: SUR~Yofil:'41 CIRTIFM:iai\tt,. DUANE l!Al!TIIAN & ASSOCIATES: ,Ir!!;.,. .. • -· .,•· •. • ·~,...-,,.•-• • -..,_ -Sun;eyors --:.' .-. -~ ":;,Z.'':1r ~S:~·;~;: 11!1711 IOOlll!M.1.E-ROIIOCI IIOAD. 8-:l'Ot (425) 4ftJ-!5.ffl .-:. .. . y a1 th~:~~,,.'-,:.,. '· WOOIIIMl.E, fJASIINlmJN llll!J017 FQ m ,l&}-4fl5C • • ;.; ; · PUGET _.'llf:Sl(RN 1-11:l-l~i .. 11/ JANUAR,f • ,,.j~ O<rl• .. .. .-. .: --DAVID ~=FULTON o: .. n<--2 -°'-'--a:lml"ICA'!C Nti.. 32429 .·:' Branch :FAK User :JEFF WHEN RECORDED RETURN TO: Georg• LerU,antitha,n Puget Sound Energy, Int. Pugel Sound Emergy Building 10885 NE Fourth Street, 101• Floor Soutfi Belle,·ue, W•shington 98004 \lllllllllllllllllill 20130207001326 ALSTON COURTM> -,e.ee PAGE-eel OF ea, ez,e,1211113 1•:32 KING COUl<TY, LIQ Document Title: Amendment to Easement Grantor: Building C at Southport LLC JS Land I.LC EXGISE TAX NOT REQUIRED y,..J-4"8 Co. Records B .__ ~tDeputy Grantee: Puget Sound Energy, Inc. Legal Description: Abbreviated Legal Description: A portion ofGov't Lot 1, NW ~ of Sec. 8, Twnshp 23 N, Ranges E Full Legal Description: See Exhibit A attached Assessor's Tax Parcel Nos.: 082305-9055 Reference No. of Document: Amended: 9902019014 AMENDMENT TO EASEMENT This Amendment to Easement (the "Amendment") is dated as of yeeczmflAj +. , 2013, and is made by and between BUILDING CAT SOUTHPORT LLC, a Wasbinglon limited liability company, and JS LAND LLC, a Washington limited liability company Gointly and severally, "Grantor") and PUGET SOUND ENERGY, INC., a Washington corporation ("Grantee"). Grantor is the successor in interest to Puget Western Inc., the grantor under an easement for ingress, egress and utilities identified on the Lot Line Revision recorded under King County Recording No. 9902019014 (the "Easement"). Grantor and Grantee wish to amend the terms of the Easement to enlarge the area of the Easement to include the propeny legally described on attached Exhibit A. Grantor and Grantee agree that the propeny legally described on attached Exhibit A is added to the area bordered by the Easement subject to all the other terms and conditions contained in lhe Easement. In addition, for so long as Grantee's property is used as an electrical substation, the road improvements within the Easement shall remain passable by lowboy trucks and suitable for H-20 loading. KING, WA Document:EAS MOD 2013.0207001326 Printed on:5/7/2014 7:51 AM Page:! of 7 Branch :FAK User :JEFF Except as modified by this Amendment, the terms of the Easement remain in full force and effect. KING, WA Document:EAS MOD 2013.0207001326 Printed on:5/7/2014 7:51 AM GRANTOR: BUILDING CAT SOUTHPORT LLC By: SECO Development, Inc., its Manager JS LANDLLC Page:2 of 7 Branch :FAK User :JEFF STA TE OF WASHINGTON COUNTY OF K.INf::t ) ) ss. ) On this 2£h" day of '1ttn1All.~ , 2013, before me, the undersigned, a Notary Publi'i in and for !he ~tale of Washington, d commissioned and sworn personallr, appeared M 1chq el Chv, st . known to me tobe the Prer,, 1{,len+- of SECO Development, Inc., the manager of BUILDING C AT SOUTHPORT LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that T know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. KING, WA Document:EAS MOD 2013.0207001326 Printed on:5/7/2014 7:51 AM Page:3 of 7 Branch :F AK User :JEFF STATE OF WASHINGTON COUNTY OF K.tNfu ) ) ss. ) On this ~ 1h day of .::n.h M.ll™ , 2013, before me, the undersigned, a Notary Public ·n and for the State of Washington, dy commissioned and swlr~i&e. lJ,Y ilP. ~ I / ot",n t£ me to p,e !lie~ 0 D LL , the h ed ,ability CO pan ar-d&&relt'\ii.fM -. d acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instnunent. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in !he certificate above written. KING, WA Document:EAS MOD 2013.0207001326 Printed on:5/7/2014 7:51 AM Pagc:4 of 7 Branch :FAK User :JEFF STATE OF WASHINGTON COUNTY OF \'?, tJ,,. ) ) ss. ) On this 4"-, day of ~'f , 2013, before me, the undersigned, a Notary Public in and for the,State of Washington, duly conunissioned anJl_~om &;=allY. ~ 1./\'c>~et.. l,... «_1~....) , known I,'!. me.:p,. Se~"" e.&;t; ·~ s of PUGET SOUND ENERGY, INC., the corporation lllal~~t&"'~reb'Omg 1instnnnent, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal here above written. the day and year in the certificate KING, WA Document:EAS MOD 2013.0207001326 Printed on:5/7/2014 7:51 AM u, (,:ai«:::r,c Oe-Jt;:z~o. !'1 Print Name NOT ARY PUBLIC in and for the State of Washington, residing at @!::9Mo....,. My commission expires 9· I~· l -p Page:5 of 7 Branch :FAK User :JEFF fl,, EASEMENT EXHIBIT ''8"' EXCLUSIVE INGRESS-EGRESS EASEMENT CITY OF RENTON, KING COUNTY, WASHINGTON AN EXCLUSIVE EASEMENT FOR INGRESS-EGRESS LYING OVER, UNDER AND ACROSS THOSE PORTIONS OF GOVERNMENT LOT 1 IN THE NORTHWEST QUARTER OF SECTION 8, TOWNSHIP 23 NORTH, RANGE 5 EAST. W.M., MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST SOUTHEAST CORNER OF LOT 3, CITY OF RENTON SHORT SUBDIVISION DESIGNATED AS "LUA-99-134-SHPL" AND RECORDED UNDER RECORDING No. 20000131900006 RECORDS OF KING COUNTY, WASHINGTON; THENCE SOUTH 75°44'38" WEST ALONG THE SOUTH LINE THEREOF WHICH IS COMMON WITH THE NORTH LINE OF LOT 'C' CITY OF RENTON LOT LINE REVISION DESIGNATED AS "LUA-98-176-LLA' AS RECORDED UNDER RECORDING No. 9902019014 RECORDS OF KING COUNTY, WASHINGTON A DISTANCE OF 240.72 FEET TO AN ANGLE POINT OF THE SOUTH LINE OF SAID LOT 3 AND THE MOST SOUTHWESTERLY CORNER OF THAT EASEMENT RECORDED UNDER RECORDING NUMBER 9902264178 RECORDS OF KING COUNTY, WASHINGTON; THENCE NORTH 46"51'03" EAST ALONG THE NORTHWESTERLY LINE OF SAID EASEMENT A DISTANCE OF 20.16 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 46•51'03" EAST ALONG THE NORTHWESTERLY LINE THEREOF A DISTANCE OF 146.06 FEET TO A NON-RADIAL INTERSECTION WITH A 110.00 FOOT RADIUS CURVE THE RADIAL CENTER OF WHICH BEARS SOUTH 00°11'58" EAST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE PASSING THROUGH A CENTRAL ANGLE OF 20°01'11" A DISTANCE OF 38.44 FEET TO A POINT OF TANGENCY; THENCE SOUTH 69"46'51" WEST A DISTANCE OF 7.92 FEET TO THE BEGINNING OF A 94.00 FOOT RADIUS CURVE, THE RADIAL CENTER OF WHICH BEARS SOUTH 20"13'09" EAST; THENCE SOUTHWESTERLY ALONG THE ARC OF SAID CURVE PASSING THROUGH A CENTRAL ANGLE OF 71•05•5a• A DISTANCE OF 116.65 FEET TO THE POINT OF BEGINNING. KING, WA Document:EAS MOD 2013.0207001326 Printed on:5/7/2014 7:51 AM Page:6 of 7 Branch :FAK User :JEFF EABB eff EXfEAT ·A' '· '· a :---,, ..,,_ - .. ~~:::·~: .... ·t~!i : ·:\: . ,t'jit-t..• •.• -~ jl;.~:, .. ·:. . ·,,··-~ . ._ .... ;,_, -~: .--; . ~ .. '• ~-·• . . ; ,;; ., KING, WA Documcnt:EAS MOD 2013.0207001326 Printed on:5/7/2014 7:51 AM \ \ 7.&:i N$9"48'51"E z ...tLOO'l.f~ - ' ~,!'~ ' I "\ ,..~ S:t _., ~ .....-\ z (' \ ... \1RANS11JSSION\ l \ TOWER \ • \ -~·. \ --\.. -NE COllJfER LOT 3 --- ltOADWA Y & UTILITY ESM:t, 11£(;, No. -7ll10 Pagc:7 of 7 FILED FOkRECOIID ATlHE REQUl!STOF: PugetW ....... lne. 19515 NOJ1hCRIOI; Pmtway, Sllile310 BolhoU, WA 98011-IZOO STA11JTORY WARRAN])' PEED 0-r, Pup1Souad l!ao!BY, In<., a W......,.. colpOlllioa (fi>rmaly PugctSouad Power & Ligbl Compmy), fi>rand in ...,mom1ot, oftm 1IOIIOO(SIO.OO)dollan ad OCher JOOd 111d ¥111111>10 -lllim, ia-poid,"""""Yl nl -to PUOETWES11!1lN, INC, A WASHINGTON CORPORATION, ("0-')dio ll,Jtowqdoocrilral n:al-alfualat la die CounlyofK1118, Sta1c of Wahinp,a; ,-, H ofCityof-Lotwc: A,1)-manber LUA 9'-17{;, _.., in KlagCounly, WNhiJ181GO...i.rlloconllqNlllllbcr9902019014. SUBJF.CTTO: F •-.-c:t1ou,-...,-,.111c1..-m11. 0-, on bcl>llf of illelf, ill lllCllllUOfl al......, bcrd,y co-not to diNClly or iadira:dy, In any fonn or In •Y _,, -· pam, inhibil, ...-. or odiorwlae impoir0ianlor'1 exon:iae of any ript pllllod ..........,., IIIClludlaa, wtaot-ly limlml ID, a-r'I rip! ID uppado or CCIIIINCl llldldoaal clootrlc:ol fllcllltlet Ill (limtor'1 llljoinlq-111-ownenhip ("!be Sublllll0a'1 orwhblll die-ma bcao8tlllg Or-.-aftilclll8 die Plopelly boma ,o Ion&• it dooo DOI ..... Ollntcc'I ICOlll'-nl will be-. to Ille ort,mal-aflor-..dOII. Wldlout Umilill!I the.-,.llty oftbo fonsolll& 0-, 00 bdillf.>fillelf, ill MH:a:IIOll md ...... boteby ...-not ID portidJIIIC, .u...tly or indiR>Ody, la•ylJIPOII oftbo ;,..... or any..,......- _.,.. ..-CIMRIIIIIIC8tll ....._-,, fi>r or ltlalod lo all or '"Y put of'lbe Subotalion. a-, may, In ill ooledilcndoa,...t opcci& pelfi>-oftblt-flllCladial- Umi-• uu,mcti'"1) ..--. ad Cimnrlle't ... fl and......, 1a .. y-n witb jmildldioo. Ormtorad 0.-11111:od llkl-torun with Ibo lad, tolud .U,. m10,1111d _.,.. of o..n.., DI""'"' to Ibo boadlt of Ill OraolD(a 111 11 llld lllipl. Dul ?f,;>--/99 , 1'1119. STA1EOFWASIIINOTON ;l COIJNlY OF ~II& i __ .. __ ) ) .. ) -1 • :.:: FILED FOR RF.CORD AT 1lll! REQUEST OF: Pupt Sound llnmir, Inc. P.O. Box 97034 OBC-IJN Bcllcvuc, WA 9'009-9734 EASEMENT OIIANIUR: Pu.pt W-.u, Iao. ORAN'Jl!E: PuptSound Eae!JY, Inc. • LEOALDBSCRJPTION: SW llofSoc:tionS, TOWlllbip2lNodh, RmpSEIII, WM. NW % ofSeclloo 8, Towmbip 23 Nodh, limp S EIII, W.M. FULL LEOAL DIISC1UP110N ON PAO£: 4 ASSFSSOR'S PROPl!RlY TAX PARCEL: 08230S-90S!, 08230S-91 'II, 08 1JOS-9191 FormdiJ!ConliderlliooofToollollm(SIO.OO)md-..tlllll>lc.............,lh<...,.ipt mc1 ouflidcncy of..!lidl;, bmby ICknowledpd, Pvpt w-.n, Joo.,• w......,._.u1on ~lloreiat bad,yOOIIYC)'I ..i ....-to PUGET SOUND l!Nl!llOY, INC., a Wlllllllton corpomlioo C-0-" .....,), fi>rlllo JJIIIIIOIOl haoiaall·crlCl liNtb, apcrpclul-...... , under, ..... -md lbnJuah the fi>llowill& ducribcd .... p._iy (lb< "Pmpcrty" boroin) in Kina County, Wa,blngtoo. A. OU aid Eloc:lric Lillcl. All 6-.-.,..,, -. alcq-..t llul!ap flllt ootllin INl pn,po11y man, potti<ulady dMaibed oo Exhibit Ar-Am"), for1be-.i...:ribed ia Sodioo I.I. 8. Aoommcl Mai_..,... Road. Aa .....,oot.,,.,., uadet, atooa-mcllbnJuahdlaleertaln n,a1 prvporty man, particularly du<:ribed oa Ealuuil A, furlbc -.i-ibod in Soalloo 1.2. Said Acoou..i-. .. Road olloll bo--wllialOllllia nral pn,porty mm,padiadady dNaibod oo E>hibll B. The-Aa .. -.... R&md .. -.. ..... "Pn,pcrty". I. Pul]JGe. Subjoctto 11M>-.md oond111om ofdtl1 l1amOOIO-mllbm:lhcript1o -111e Prap,,rlf mra..-.., ..._, I.I Gu ...t Dedrlc LlalL The-aotloa, opmrloa.11 I • Mi,.....,, np1-,._, ....... -11.ml--mcl•-or-Utilil)'~furlbo -or-i....,,dlllrilludoulld•ot .. ..illodlldfy.Sucll.-Omayladudo, but.,. not llmilocl to: LU....fldllliaa.Pallll,_al .......... -will, -· b-. ... ,..-..;-tteffliMial ... dlalrlbalian llw: ftber oplic ..... amdadlerllma,Oll,b..,6ooWliollbr IOlt,a;-fi hlOII,- --·1· - 9902264178 l a. 8 2: 11 ~, l ·1 = f I.., I H. Ht. bl• '!Ut-Jh !rh. i, nt. l~ ,.... .• lit rid if it 1ndiu 1Hf1 11 ·ifr U ut.1, H .i !lft"'i' It:,. lf1tl1rsl,, silJ6'1J ,i. Js1l J!. ;t 1 ••rf rf U! h I Jt•~ H l'Hf I~ ti f j (1 11 1 ;.l flafi l ~-.. ,t Hh H! dth HrU l lif I ti · i!•ii j -~ -~1~ r1tfti~i llli~ I Jr~ i~ r~~,D ! ~ (l~1 1 1111'~= ~·~·1 · ir-l 1ii fr1 Iit:i:,1-1, rii,1 I iliJ Jil 1·1t1J t!!: :1 ~Jr tfi il,'!'!I flii! •ti·· i (Ill {t lit ni H! Uiti!H •tib ! h D i Ji f J! i --e·a ft 11 ~11 f II i'ii{i I II.-~ 118.J("'-l!;j_i Ill~!! --I -If ,. Ila, f!IJ all-... l-t111 it! it1j 11 ,~i11 .. -1::·r": 1· .; r• s 1· ! sis, R.11 ,..o '!. •o • ; ., r I ... ... ... II ... I ' .. f L !,, ' . I I ' i i ! ' ! •• ,• • ·-•--"·----------------~-. become die pflll*1Y of Onnlor, p,ovidod, dllt uo ·--,lia!J be deanod to --by -of °'*'1oo'I fall.,. to inllially lmlall Ill 9)'lblllll on die 1'._iy-my period ofllmo m,m 111c.-bmof_ 7. s.. ...... n u4 Aalp,s. Gran1ee sball haYO tho rip! toMip apollioa or adiorwilo 1nllllfor IOY or all ofltl ripu,bcnotitl. pririlcpml~ .i..,.1am1.-.-11uo-W-111iou! limitma die ,a,mlilyofdie fonso1a9, tho riJl,11 llld oblipliom of tho podioo n111nu .. to dic beoefit of and be bindiotJ upon their ,apoc:li .. ........,. llld lllip,. :>arod duo _.ll__doy of ft. 4, 1999. ORANTOR PuptW-. Ille. BY mJ rrs Piaidont STA11! OFWAJHINOTON COUNTV OF ft_ 11'1' -- ) ) .. ) .3. i_, • nL\T POlllJON OP ClOYllltNMliNT LO'IS I AND 2 IN lliCl10N I. TOWNIHIP 23 NOlffil RAN011 S BAIT, W .II., IN 1118 Q1Y Of IIINTON. comrrY OF KINO. ITA11! OF WASHINOTON. AM> ALL 'IHOU l'OII.TIOQ OF lAICII WAIHINCJI'ON SHOD lANDJ FRONJ1Nll 1llllll!ON...AL MOD Pil11CUI-ULY DEICl!IBBD Ali l'OUOWS: COMMENCINO AT111BNOl.lllMBTCOIHD.OFGCMIIIMNiln'LOT I. SECDON I. TOWNIHIP 23 NOi.Ti!, IANOB 5 BAIT. W X. IAID l'ODITBBINO nm NOII.THWl!ST COIINl!I. OP THE NOll1HEAIT QU4&11II. OP IAID ll!ICIION I; THl!NCB WBITIIIILY ALONG 1HI! NOll.1H UNE OF UID OOVBINMIIIITLOT I AND SUQI LINBPIODUCIIDWl!l'l'BIU.Yffll,nmr, T0111!WES'l1!1LYMAIOIN0fBUILINOTON NOl.ntllllN UD IQ!U> COMl'Alft"I IUCIHI' Of WAY (F(IIMIIILYNC&IIIIINPACJl'IC llAILWAY COMPANY'li LADWA8HINOTON UNB)AMII 1HBffllll l'OINTOFIIICIINNING; THl!NCBIOll'JHIIILY OHACUllVl!10111BIIIIH[ OHIAJl>WlllDLYMAIOINOF DUIUNOTONNOa'iimiNIAILIIOADCOla'ANnmifOfWAY, lHl!IADltlSPOINTOF WHICUliAIIS H01l11174'Ja' Ol"WIST, IAIDCIJI.Vi!HA\IINO AIAl>lllS OF !HUI PEET, 1HIIOUOll 4N 1NCWi11D ANOLIIOf 4' 14' 26"JIORANDAIC Ll!N011IOF 102.'n PEET (102.'N l'tmr CHOII) DIP.); Tlli!NCE SOlllH 75 • oM' ,a• WIST 240.1? Plll!I'; 'IHIINCJ! 'NOll1H 46' 51' OJ" W'i'm.141'1111; 1HliNCI! SOUIH II' 41' 46" .BAST '4.33 fliBT!~1E 11WB lOINT OF IIIOINNlNO, CONl'AINING 11.257 IQllAU f8BJ'OROAl9 llelqa!IDlli"!!of ..... BafCJh.~LaU.AII a ....... WAfl.176, ....... la KitaC..S,,,WMll ......... lh rd 1-.,.-01t014. --·•· • • •• lla<bibitB PanlOls A md C of City of-Lot Unc Adj-a1taumbcr WA 91•176, IOOOnled In Kmg County, Wooluagl<m Wider Ra:onliag Nwnbcr9902019014 . --. , . - oEsCJtl'PT'Iou, PIIMF.L B op··crTY OP R~'rol'f LOT LINE AO.:rc!STHENT NO. LUA 98-176, RI:;_¢bi'!DED 11'1;1!:ING COCNTY, Wl'.SHI~GTON UNDER RECORDING ND. ··::::::~:::·~E CIT'{ OF RENTON, COUHT'l OF lU~G, STATE OF 'HASHI"!J?TON -:c .,:==' ..... J' ··.t NlCL~~ION .o;,··coVmiltP'1, . ... ~:E oi,mg;{ OF Tl!l;l.'·{~Jm aro'~C)!ri,~•mw Till:. ""~-~~:."PI.AT HI' R~·· ..... , • ..., .. ...... FOR 'J'~fl: 1:IENEr.'I~.'TO ACq!i!E ia:RoH THlS .!jDBOI11'ISION, 11,y SIGl'i.'!:J:m.)-· ·:·.·.HEREON COVEN"-..'('rS J\ND .AGREj:l$ TO COlQZ'E't 'IF!E'':'BENEFIC!AL I!f1'J!ll'E1':T . I'fl:.1'l'E NEW f;,!'t!lEMENTs(."REF~CED B21.ow TO .'21'.NY /Ul'D :],Lr. ~TIIRE ., ......... r· PRCl,!i!l\TI9J111 XNOW ALL MEN' BY THESE PRESr.tff'S TIV.T WF:, 't'H1': UNDERSIGNEO, OWNERS IN 1'8E SIMPLE OF THE LAND KEFEBY PLlliTTED, HEREBY DECLME THIS SHORT PUT TO BE T1fE CRJ\PHIC REPRES1':N'IATIO!il OF SI\ME, AND TH.>.T S1>,I0 SHORT PLAT IS MADE ll'ITH THE FREE COl'l'SENT OF AND IN ACCORDi\HCE WITH THE DESIRES or THE OWHERS. SOUTKPOR'l', L.L.C., J.. WASfHl"GJ.'011 LrHITED LIJI.BILITY COMP.I.HY ,,!,,/:/ -:1 './ -· l!Y:~ ITS: MEMB-eR. /J, ~~=~~~-~I,~~~~ff.:.~:EO~ SllBDl.?'SlOtlS .rER~. THIS . .. .. .. ..,/' ,,,,•' ,, //' ':~2l~i~ ,, ~ ~ BRH 110'l'ES: L FI!':LD .'i\JRVF.Y l'l'::;!l"OPl'!EO FF:!l!WARY 19, 1999 ·~.;.·.r,11.8~0 TRAVERSE WITH WILD TC1010 TOTAL STATION; LEVELS Ol' .:'· ~:~:ls!ON Ol'ITADIF.n F.XCEED TIIOSE SET FORTH Ill W1>,C JJJ-.t:'.o- ,. B1>,SIS OF BE:ARlt:'GS, LINE 3S'I'WEEN CIT'{ OF n:f:NTON MONUMEtn:S 57 AND 71 BJ::ARING tfORTH 99eJ3'l'>" WEST AS SHOWN HEl!.1':0N. MERIDI.W, H1>,D 83HU, .·: ., SURVEYOR'S ,CERTI'FICA"t,E' 0 Thi& m!lp e\)l't,Uy repre~hl~ ,:i surv<l).~,.df, by ~ or und,., my dlrocltoli in confo<m.vi·,,., w;lh lh•ri<tQ!JINlment,&"ot the su .... ...,. R-l'<iordlng A.et ,;f th& roque9',.'0r .~· . .$<Jf.f-,l:/._p.t;,r,f,+'.'J:, .. .J..,S,_.,_./:._;n_ .. F_!c8/~ , 19,.,§1.!L::" _JJljjf,-_ a. mc.4,. 1,i1>,o'o ·' · · · c·;,mltate No;,,,·' 24737' •:,,, ,_, ... , ,,,,' BUSH, ROED & HITCHINGS, INC. CML ENGINEERS & LAND s~s 2009 MINOR /tl/E. E. (206) 323 -4144 SE/tTTlE, WA 98102-3513 QN:wJ~. i.fc1'4 ~~~···oF ...MJt#.-Y , ~ooo, BEroRt ME, 'l.'l{:t .it1NDER5y;NED, A_.)l'OTARY PUBLIC IN AND FOR '1'1'11': STATE 9! WASK!NGTON • Om'.. Y CO!ffl:J;S.<;ft'H1ID. ,Al'lD SWORH I PERSONAi.ti!' · ~PEAA.ED l'HC}fnL CRRI.#, ~ .. Mi! lOl'Oll'N TO ·ee-.. "' KDIBER OF se:¢m'oRTj, L. I.:c., THll'COl'lll.-:ffY THAT !XEC'IJTED 'i!tlE FOR£GOINi:;..•1N'S'rRlpmtl'T, 1>,l{Q 1>,CKIIOWLED<i!ID 'mE SAID IN'51'11l/ffENT TO 'h THE FREl:''A.H~ ~LUNTARY .«CT AND riu:o .-P1' SAID CjlHflAN'y:,: .. FOR TH~ USES Al'IIl . .pURPtnrn.s 'l'llEREltf :'~~~IN~~~ sTAT1,:1r,,:HA'l' ~ rs A~Rr~-~ TO EXECVTE M''l:~5 MY'~NO a>,lftl Ol"FICI1>,L SEAL Tl!ER~ AFFil(ED THE,OA."1:-/>;JlfJ'' 'iEAJl:FIRST.~VElll(,[.,.rEN'. ~ , •• ,, ~ ,,. ' '~4~ .... ~·"·· ~ ,.\(Mf'p;.n.AP -L.""~~t;• .. J>Rl~N.i.ij' OF HO'l'f,ll• ! 4"'~~' ~~\• ,, ·~ = N.!.:-_?•~:r..: ~~ tL .-•~-'"' =~, .. ·-; DATF.D ._~it ~.<le :: +"l$·0J .... ~-:..t·:-~ ; MY A.PPCHNTKl'.HT F,XPHIF_<;.'. ·• '1 •,y.,to' ~C!YM!! KI~·'.·coLJ:IT~.B ·.-;;=, .. ~'ll,J,i-JED ~'6\;pkOVEO TJIIS Jt!T _ DAY OF f°A!I , 2000 A.O. Sc.r/ /Y. hi~ ·:-,,.:~r:f(, '(;1~ KING COUNTY 1'15.sESSOR .. / ji-r)..._f.,TJ .. F.~J6$-. fi..r.r .s':;:r,: ~~;..:. .. S" _ ..... . ::1:: 11:::rrJro= Tip!~' :'~~t~H ~~~-or JAIL.·;·. 2000 .... D. . \J\ ·" .. ,:· . ...... .;'°···"··:: A~~I~rDA!Mo~~~c.)i~~s AUDITOR'S OR RECORDER'S CERTIACATE Filed tor -d thl\!I __ .., °'---, 2000 <tt __ M . m eoo, __ or S1Jrveys at Pft9fl __ at the"'~ of BUSH, ROE?> & HITCHINGS, INC . COUNTY AUDITOR OFI DIVISION OF RECORDS A ELECTIONS County Auditor or Sup&rint..ndo!nt of Reoords ·S.ECO DEVELOPMENT, INC. SQUTHPQ.RT SHORT PLAT K~~OUNTY WASHINGTON .ii•"!-'.· om -~ .. :'g:9_9~. · · :f.JObNo990_l6;0'2·· h•c~.".d by .WAH s~··•• -~9NE .r"",:rr•=j· 2 , .• {~TM,~OF TRAcJ:6.' ~-AKE WA°;HtNGTW.-"SH~/1.NDS, IN THE.· .. , .. N. 11:a·oF TNE 11:W. 1/4, Of."·~EC. 8, J::23 M., R.-S E •• W.M .. CITY_.."· OF ~!'!TON, ~ofNG COUH,:=,<; WII.SHIP:1(:;"TON •. -~;· TOTAL Sin:' 0 AREA = .f~o AC~.E~- d!A-99.li~~-SHPL LNJ}-20-0i56 .. ·=--~/·' .., 0 0 'l z ' cl' ~ " I' s ! • "< l ~ ~ I I = c:, WHEN RECORDED RETURN TO Thomas A 8arkew1tz Alston, Courtnage & Bassett, LLP 1000 Second Avenue Suite 3900 Seattle, Washmgton 98I04-I045 Document Title: Grantor: Grantee: Legal Description: Declaration of Covenants, Conditions and Restrictions and Grant of Easements for Southport Southport, LLC Southport, LLC Abbreviated Legal Description: Lots 1-4 of Renton Short Plat No LUA- 99-I 34-SHPL Full Legal Description: See Exh1b1t A attached Assessor's Tax Parcel Nos.: 052305-9076-03 Reference Nos. of Documents Released or Assigned: Not apphcable DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT OF EASEMENTS FOR SOUTHPORT ~ THIS DECLARATION ts made this 14 1h day of November, 2000, by SOUTHPORT, LLC, a Washington hm1ted hab1hty company, whose address, 1s 10843 N E 8th Street, Smte 200, Bellevue, Washmgton 98004 RECITALS A Declarant 1s the owner of that certain real property located in the City Renton, King County, Washington legally descnbed in Exhibit A attached to this Declaratlon (the "Property") The Property 1s currently known as Southport A site plan for the Property 1s attached as Exh1b1t B B Declarant desires to create certain easements over and across the Property to assure the proper and efficient development, operatmn and functloning of the Property, to create prov1s1ons for the construction, maintenance and operation of common areas and 312'1\00; 11/13/00 TBARKE\SECO\SOUTHJ>ORJ -1- other brnldmgs and improvements now or hereafter located on the Property, and to make certain other covenants and agreements relating to the Property as more spec1fically set forth in this Declaration DECLARATION NOW, THEREFORE, Declarant declares that all of the Property 1s and shall be held, conveyed, hypothecated, encumbered, leased, transferred, sold, occupied, bmlt upon or otherwise used or improved m whole or in part, subJect to the covenants, cond111ons, restnct1ons, and easements ("Covenants") hereinafter set forth and all of the Covenants herein contained are declared and agreed to be in furtheran~e of a general plan for the subd1v1S1on, improvement and lease or sale of the Property and are established for the purpose of enhancing and perfecting the value, desuab1hty and attractiveness of the Property and every part thereof I I SECTION l PURPOSE Purpose It 1s the purpose of tlus Declaralion to (1) Ensure that the Property will be mamtamed as an attractive setting for office, hotel, res1dent1al, retail and other consistent uses with ample landscaped areas, attractive h1gh-quahty structures, proper and desirable use; and appropnate development of all of the Property, (11) Protect the Owners and Occupants of the Property against improper and undesirable uses of the Property, (111) Encourage the construction of attracttve Improvements in appropnate localions, (1v) Prevent haphazard and mharrnon1ous development of the Property, (v) Secure and mamtam proper setbacks from streets and adequate spaces between structures, and provide high quality development on the Property 1 2 lnterpretatton Sect10n 1 shall be used by the Declarant and the Association as a general standard m interpretmg the prov1s1ons of this Declaratton and JUdgmg performance hereunder, m the preparation and rev1s10ns of the Gmdelmes, m approvmg or d1sapprovmg the development of Lots, and m carrymg out the overall development of the Property 3129\00S 11113/00 TBARKEl%CO\S0UTHP0R1 -2- -·-- SECTION 2 DEFINITIONS 2 I Beneficiary means the beneficiary under terms of a Deed of Trust or a mortgagee under terms of a mortgage 2 2 Board of Directors means the governing body of the Associal!on as described m Sectton 5 2 3 Bu1ldmg means and mclude the prmc1pal structure or structures on any Lot, mcludmg all proJectlons or extensions thereof, and all garages, outside platforms, out bu1Jdmgs, decks and other ancillary structures and fac1hl!es, except where ancillary structures and fac1httes are otherwise specifically referred to herem 2 4 City means the City of Renton, Washmgton, a Washmgton municipal corporat1on, located in the County 2 5 Common Areas means those portions of the Property now or hereafter designated as common areas by Declarant or, after its formallon, by the Assoc1at1on, mcludmg private roadways to serve all or part of the Lots and all curbs, gutters, signs, sidewalks, dnveways and landscape areas adJacent to the pnvate roadways servmg the Lots, including, without hmitauon, the Mam Access Road, the Pedestrian Promenade (which will include a landscape feature) and the Monument Sign and all hghtmg, uuhty, sprmkler and other systems, equipment and facthlles located on or serving the Common Areas, as such may be altered, reconstructed, expanded or withdrawn by Declarant or the Association from !lme to hme For the purposes of this Declaration (mcludmg, without hm1tat1on, the easements set forth m Section 6 4), the Mam Access Road and the Pedestrian Promenade will be generally located m the area shown m Figure I and Figure, 2, respectively, attached to this Declarat10n The parties acknowledge that the actual locat10n and d1mens1ons of such Common Areas may not be deterrnmed until the Improvements to be constructed on the Common Areas are completed The parties to this Declaration agree that, upon completion of the Common Area Improvements, the Assoc1at1on shall ohtain a survey of such Common Area lmprovements showing the exact location and d1mens1ons of each such Common Area and a Legal Descnpt1on therefor The parties to this Declarat10n further agree that, upon receipt of such survey, the Assoc1auon shall record m the real property records ofKmg County, Waslungton, an amendment to this Declaration showmg the actual location and d1mens10ns of each Common Area Notwithstanding the foregoing, and except for minor adjustments to reflect the as- butlt location of the Mam Access Road and Pedestrian Promenade, neither Declarant nor the Assoc1at1on may designate add!llonal common areas on any Lot wllhout the pnor written approval of the owner of such Lot 2 6 County means the County of King, State ofWashmgton 3129\00S 11/13/00 -3- ! BARKE \\£CO\~OUTHPORf = c:;, = C'v 2 7 Covenants means the covenants, cond1t10ns and restnctions ~et forth m this Declarat10n and as It may be amended or supplemented from lime to time hereafter 2 8 Declarant means Southport, LLC, a Washington limited hab1hty company and Its successors and assigns Declarant's assigns shall be deemed to mclude any party whom Declarant designates, by means of a notice Recorded m the Official Records, as the party who, from and after the date such notice 1s Recorded, will perform Declarant's functions under this Declaral!on Any such des1gnat1on may be made with respect to all or any portion of the Property, provided that m the event that any Person or enl!ty 1s so designated as Declarant for only a portion of the Property, then the nght and power to make, give or take any consent, approval or other action required of the Declarant under this Declaration with respect to such portion of the Property, and any nghts of the Declarant under this Declarat10n with respect to such portion of the Property, shall be deemed lodged solely and exclus1vely m the Person or entity so designated as Declarant with respect to such portion of the Property 2 9 Deed of Trust means a deed of trust or mortgage on any portion of the property or leasehold mterest therem 2 10 Gmdelmes means the Southport Level II Site Plan dated December 15, 1999, approved by the City of Renton for the development of the Property, together with any standards, restnct1ons, regulations and cntena applicable thereto, as the same may be modified or supplemented from llme to time, wluch Gmdehnes shall be referred to by Declarant and the Assoc1at10n m mterpretmg the mtent of this Declaration and provided that the Gu1delme approximate bmldmg areas (excludmg parkmg uses) shall be Lot4 Lots 2 and 3 Lot I Office Res1dent1al Hotel Retru !/Restaurant 750,000 square feet 394 umts 220 rooms 40,000 square feet Notwithstandmg the foregomg, 1f the development of a hotel on Lot 1 1s not econom1cally feasible or, 1f despite reasonable best efforts, a swtable hotel operator cannot be found, Lot I may be developed for office and/or reta!I use, subJect to the height, bulk and s1m1lar reqmrements and restncl!ons set forth m the Gu1delmes, or 1f such development 1s not m compliance with the Gmdehnes, such other cntena as may be approved by the Owner of Lot 4 A copy of the Gmdehnes shall be mamtamed m the offices of Declarant and the Assoc1ahon 2 11 Improvements means and mclude Bu1ldmgs, structures, Signs, fixtures, driveways, parkmg, loadmg and/or storage areas, fences, sidewalks, other walk and/or 3129\005 11/13/00 TBARI.E\5ECO\~OUTHPOR r -4- bicycle ways, paved areas, curbs, gutters, antennae, satellite dishes, tanks, towers, hoppers, storage bms, fixed machmery, transfonners, walls, screens and barners, retammg walls, bridges, drainage structures, stairs, decks, landscapmg, water hydrants, poles, gradmg changes, loadmg areas and all other structures or Improvements of every type and kmd, name and nature and all additions, alterations and changes thereto, except where such specific Improvements are md1v1dually referred to herem 2 12 Lot means any parcel of real estate contamed within the Property as d1v1ded or subd1v1ded on a subd1v1S1on plat or map or bmdmg site plan recorded m the Official Records Ind1v1dual Lots are referred to m this Agreement by the number of such Lots m the Short Plat (1 e, Lots I, 2, 3 and 4) At such time as any add1t10nal parcels are created by the subd1v1s1on of any eXJstmg Lots, each such newly separated parcel wilt be treated as a Lot for all purposes under th.ts Declarat10n 2 13 Mam Access Road means that Common Area on which the mam access road to the Property 1s located, which Common Area ts shown on the map attached to this Declaration as Figure l "Monument Sign" means the monument-type sign for Southport to be developed and mamtamed by the Assoc1ahon as provided m Section 4 8 below 2 14 Occupant means any Person, other than an Owner, and the successors and assigns of any thereof that 1s m possession of or otheTW1se occupymg one or more Lots at any particular !Jme or times, whether as a lessee, sublessee, licensee or pursuant to any lease, sublease, license or other right of occupancy with or through the Owner of such Lot or Lots 2 15 Official Records means the real property records of Kmg County, Washmgton 2 16 Operator means Declarant or a person or entity designated by the Associallon as havmg responsibthty for mamtatmng the Common Areas 2 17 Owner means, at any particular time or times, any Person, and the successors and assigns of any thereof that owns fee simple title to one or more Lots, as shown by the Official Records, provided, however, that a Beneficiary shall not be deemed to be an Owner so long as its mterest m the particular Lot or Lots 1s for purposes of secunty only 2 18 Owner's Associallon (sometimes referred to as the "Assoc1allon") means the association of Owners created and descnbed m Secllon 5 2 l 9 Pedestnan Promenade means that Common Area on which a pedestrian walkway wilt be located, which Common Area 1s shown on the map attached to th.ts DeclaratJon as Figure 2 The landscape feature wllhm the Pedestrian Promenade will be located m the area designated on Figure 2 for such feature J 129\005 11111/00 TBARKL\SECO\~OUTHPORl -5- c::, c::, = "' 2 20 Permlttee means a person or entity, m add1tmn to an Owner or Occupant of a Lot, who 1s entitled to use the Common Areas as an employee, agent, licensee. customer or mv1tee of an Owner or Occupant 2 21 Person means an md1v1dual, group of md1v1duals, corporation, hm1ted hab1hty company, partnership, trust, umncorporated business assoc1at1on or such other legal entity as the context m which such term 1s used may imply 2 22 Property means all of the real property described m Exh1b1t A and such add11tonal real Property as may be added from tune to time 2 23 Record or Recorded means, with respect to any document, the recordat10n of the document m the Official Records 2 24 Short Plat means the Seco Development, Inc Southport Short Plat approved as Renton Short Plat Number LUA-99-134-SHPL, recorded January 31, 2000 under recordmg number 20000131900006 m the Official Records. 2 25 S1gn means any structure, device or contrivance and all parts thereof which are erected or used for advert1smg, d1rect1onal or 1dentlficahon purposes or any poster, bill, bulletin, pnntmg, lettermg, pamtmg, device or other advert1smg of any kmd whatsoever, which 1s placed, posted or otherwise fastened or affixed to the ground and/or structures withm the boundaries of the Property 2 26 Subd1v1s10n means any bmdmg site plan or subd1v1s1on plat or map Recorded with respect to the Property or any portion thereof m the Official Records SECTION3 REGULATION OF USES 3 I Approved Uses Lots withm the Property shall be used for purposes allowed by the zomng for the Property and consistent w!lh the Gmdelmes The foregomg shall not, however, prevent Declarant from constructing, owmng, operatmg, leasing or convey mg real property withm the Property for service fac1ht1es consistent with the purposes of this Declaratmn 3 2 Compliance with Governmental Regulations All uses and act1v1t1es on each Lot shall comply, at the sole expense of each Owner, with all apphcable governmental regulations and the development approvals issued for the Property mcludmg, wnhout hm1tat10n, the Gmdelmes, the City of Renton Substantial Development Perrntt #LUA 99- 189, SA-A, the Washmgton State Department of Ecology Permit #2000-NW-40003 and the Southport Planned Action M1l!gahon Document prepared by the City of Renton, dated September 17, 1999 All uses and operations shall be earned out so as not to cause a nuisance to adJacent Lots Each Owner reserves the nght to seek to amend or cause to be J 129\005 II/IJ/00 -6- I BARKEl!.ECO\SOUTI IPOR r amended any of the governmental regula!Jons, mcludmg all governmental zonmg laws and regulations, and development approval conditions as they relate to the Property or any portion thereof, provided that such amendment does not further hm1t the uses allowed on Lots owned by any other Owner, nor mcrease the costs to develop, operate or mamtam the Common Areas Without hm1tmg the foregomg, the Owner of Lot 4 may seek clar1ficat1on of the Gwdehnes and related approvals to permit the development ofup to 750,000 square feet of office on Lot 4 and, subJect to the provisions of Sec!Jon 2 IO above, the Owner of Lot I may seek clanficat10n of the Guidelines and related approvals to permit office and retail uses on Lot I 3 3 Compliance with Non-Oppos1t10n Agreement All uses and act1vl!!es on each Lot shall comply, at the sole expense of each Owner, with all apphcable provisions of that certam Non-Oppos1t1on Agreement dated September 27, 1999 by and between Michael Chnst, One, LLC, the Boemg Company and the City of Renton (the "Non-Opposition Agreement"), as such Non-Oppos1t1on Agreement may be revised by the parties to 11 The Non-Opposition Agreement 1s attached as Exhibit C 34 Use Restrictions (1) No use shall be permitted on the Property which is mcons1stent with the Gmdelmes and the operation of a first-class mixed use center Without hmitmg the generality of the foregomg, the following uses shall not be perrmtted (a) Any use which emits an obnoxious and offensive odor, noise, or sound whtch can be heard or smelled outside of any bmldmg on the Property, (b) Any operat10n pnmanly used as a warehouse operation and any assembling, manufacturing, distilling, refinmg, smeltmg, agncultural, or mmmg operation, (c) Any d1sposmg, mcmerat10n or reduction of garbage (exclusive of garbage compactors located near the rear of any bmldmg), other than for garbage generated by the respective Lot Dumpmg of garbage 1s, notwithstanding the source thereof. proh1b1ted All garbage compactors and garbage and recychng containers must be screened with landscaping or attractive architectural features so that such compactors and containers are not vJS1b!e from the Mam Access Road or the Pedestrian Promenade ( d) Any durnpmg, d1sposmg, mcmerallon, or reducllon of garbage (exclusive of garbage compactors located near the rear of any bu1ldmg), (e) Any fire sale, bankruptcy sale (unless pursuant to a court order) or auction house operation, (f) Any commercial bowlmg alley, and J12g,00S11/13/00 -7- rllARKr\STCO\SOUTHPORl ..,., <•) U"' = c...., = (g) Any estabhshment selling or exh1b1tmg pornographic matenals, (11) No Perrmttee shall be charged for the nght lo use the Common Area (111) Each Owner shall cause the employee; of the Occupants of its Lot to park their vehicles only on such Lot unless other arrangements are approved by the Assocrnt10n or as agreed to under easements among the Owners See Section 7 below (1v) This Declarat10n 1s not mtended to, and does not, create or impose any obhgat10n on an Owner to operate, or cause to be operated, a busmess or any particular busmess on the Property or on any Lot (v) No Owner shall use, or perrmt the use of Hazardous Matenals on, about, under or m its Lot, or the Property, except m the ordmary course of its usual busmess operallons conducted thereon (mcludmg the marme fac1hty mtended on Lot 1 ), and any such use shall at all llmes be m stnct compliance with all Environmental Laws Each Owner shall mdemmfy, protect, defend and hold harmless the other Owners from and agamst all claims, smts, actions, demands, costs, damages and losses of any kmd, mcludmg but not hm1ted to costs or mvest1gat10n, hllgat1on and remedial response, ansmg out of such Owner's breach of the obhgallon set forth m the 1mmed1ately precedmg sentence For the purpose of this Sect10n, the term (1) "Hazardous Materials" means petroleum products, asbestos, polychlormated b1phenyls, rad10act1ve materrals and all other dangerous, toxic or hazardous pollutants, contammants, chemicals, matenals or substances hsted or 1dent1fied m, or regulated by, any Environmental Law, and (n) "Environmental Laws" means all federal, state, county, mun1c1pal, local and other statutes, laws, ordmances and regulal!ons which relate to or deal wtth human health or the environment, all as may be amended from time to time 3 5 Nollficatmn and Cure Penod If a v10latton ofth1s Declarat10n 1s claimed by Declarant, an Owner, or the Assoc1at1on, then wntten nollce of the v10lat1on shall be delivered to the Owner m v10Jat1on The Owner rece1vmg the notice will have sixty (60) days to cure the vmlat10n or show good faith that such v1olat10n 1s m the process of bemg cured If the Owner m v1olat1on fails to cure the v10lat1on wtthm such 60-day penod or a further reasonable time, then the Assoc1at1on may, at its ophon, proceed with any legal means to cure the said v10lat1on Jfthe Assoc1a1Ion fails to cure ma umely manner, then any Owner shall have the nght, but not the obhgallon, to cure and be reimbursed by the Owner m v10lat.1on, mcludmg all expenses, legal fees, and mterest thereon SECTION 4 DEVELOPMENT 4 I Development Standards Development of the Property shall be m accordance · with the Gmdelmes and this Declaration All Improvements constructed w1thm the Property will be constructed of first quahty construction, usmg high qualtty matenals, fimshes and 3129\005 11/13/00 -8- I BARKL l!>LW\SOUTHPOR T detmls, and w,11 be architecturally designed so that they are esthellca!ly compat1ble and harmomous with the other Improvements on the Property No Bu1ldmg or other Improvement on the Property will be built m such a manner as to adversely affect the structural mtegnty of any other Building or Improvement on the Property All Improvements shall be mamtamed and operated m a manner consistent with a first class comrnerc1al and res1dent1al development 4 2 Underground Utihues Except for easements or ullhlles ex1stmg as of the date of this Declarat1on, and hoses and the hke which are reasonably necessary m connect10n with normal lawn and landscaping maintenance, and except as otherwise required by any ullhty provider, no water pipe, sewer pipe, gas pipe, drainage pipe, telephone, power or telev1s1on cable, or s1mtlar transm1ss1on lme on the Property shall be installed or mamtamed above the fimshed grade of the ground All ut1ht1es servmg the Common Areas will be separately metered 4 3 Ut1hty Lmes and Rooftop Egmpment No sewer, drainage or ullhty Imes or wues or other devices for the cornrnurucation or transm1ss1on of electnc current, power, or signals, mcludmg telephone, telev1s10n, microwave or rad10 signals, shall be constructed, placed or mamtamed any where m or upon any port10n of a Lot other than w1thm bmldmgs or structures, unless the same shall be contamed m condmts or cables constrncted, placed or mmntamed underground or concealed m or under bmldmgs or other structures All rooftop equipment (mcludmg, without l!m1tat10n, antennas and satellite dishes for the transm1ss1on or recep!ton of telephone, television, microwave or radio signals) placed on any Lot shall be appropnately screened from view, proVJded, however, that the Associat10n, by maJonty vote of the Board of Directors, may permit variances to this screemng reqmrement, if such reqmrement would have an adverse effect on the warranty of any such rooftop equipment, or would result ma safety hazard, but only if there 1s no reasonably economic alternative to the vanance of the screenmg requrrement, and notw1thstandmg such vanance, the rooftop eqmpment cannot be seen from the street level or wmdows on the first occupied floor of any Improvements on the property With respect to the res1dent1al developments on Lot 2 and Lot 3, rooftop design, use and screenmg similar to the Belle Arts proJect at 111 -I 08 111 Avenue NE m Bellevue, Washmgton will be permitted 4 4 Mechanical Equipment All mechanical eqmpment, storage tanks, generators, air cond1t1onmg eqmpment and similar items shall be screened with landscapmg or attractive architectural features 4 5 Time for Complet10n of Construction After commencement of construction of any Improvements or phase of any Improvements, the Owner thereof shall d1hgently prosecute the work thereon to the end so that the Improvements shall not remam m an unfimshed cond11ton any longer than reasonably necessary for complet10n thereof Dunng construction, the Owner shall mamtain the Lot ma reasonably neat and orderly condillon, preventmg the accUJnulat10n of trash and prevent more than normal runoff of surface water J 129\005 1 i/lJ/00 TBARI.E\SECO\~OU nlPORT -9- C::) = = <N and s01I from the Lot onto ad3acent property or streets The Owner shall also be responsible for the costs of traffic control and secunty with respect to the Improvements and for any clean-up and repair of Common Areas, Streets or other public areas attributable to the Improvements The reqmrement to complete construcuon of any phase of any improvement on any Lot ma diligent and contmuous manner shall be sub1ect to acts of God and circumstances beyond the control of an Owner Completion of construction shall mclude complellon of all landscapmg as reqmred by the City of Renton If a certificate of occupancy or similar letter of completion for a shell bmldmg 1s not issued w1thm thirty (30) months years of the date of commencement of constructton of any phase of the Improvements, the Declarant, the Assoc1at1on or any Owner shall have the option to proceed with such construction or remove such mcomplete Improvements m accordance with the cure prov1s1ons herem Costs mcurred by the Declarant, the Associatton or any other Owner m connecllon with such removal or construction shall be paid by the Owner of the affected Lot and all such costs and expenses mcurred by the Declarant, the Association or any other Owner shall bear mterest from the due date at the rate of eighteen percent ( 18%) per annum 4 6 Excavat10n No excavation shall be made on any Lot except m connection with construct10n oflmprovements, as reqwred by any regulatory agency, to mamtam the developab1hty of the Lot (1 e, stormwater drainage retent10n areas) or as may be directed by a master ut1hty, gradmg or drainage plan Upon compleuon of construction of Improvements on the Lot exposed openmgs shall be backfilled and disturbed ground shall be smoothly graded and hydroseeded or, at the Association·~ election, landscaped 4 7 Further Subd1v1s1on It 1s Declarant's mtent to separate that portion of Lot I lymg w1thm Lake Washmgton from Lot 1 at some time m the future, makmg that port10n of Lot I a new and separate Lot governed by tins Declaration Other Owners may further subd1v1de theu Lots, with each such Lot bemg governed by this Declaration, provided, however, that such subd1v1S1on complies with the Gmdelmes and all other applicable governmental regulations and the requirements of thts Declarauon 4 8 S1gnage A s1gnage plan for the Property will be developed and approved by the parties to this Declarat10n Such s1gnage plan shall mclude the Monument Sign, to be located adJacent to the entrance to Southport along Lake Washmgton Boulevard, or at the first pomt along the Mam Access Road which 1s withm Southport The Monument Sign shall mclude the opportunity for reasonable 1dent1ficat1on of maJor office tenants m the office developed on Lot 4, the hotel to be developed on Lot 1 (which shall have prominent s1gnage), the res1dent1al proJects on Lots 2 and 3, and any restaurants and maJor retailers SECTIONS OWNER'S ASSOCIATION 5 I Formation of Assocrntton So long as Declarant owns all of the Property, all references m this Declarat10n to the Assoc1at10n shall be understood to mean Declarant, and 31291005 II IJ 3100 -10- I BARH\%CO\~OUTHPOR l Declarant shall have the nght to exercise all powers and dul!es and shall have all authonty and benefits otherwise provided m this Declaration for the Association At such time as Declarant no longer owns all of the Property or otherwise elects m wntmg to estabhsh the Association, the Declarant shall cause the Association to be created by mcorporatmg a not- for-profit corporation under the laws of the State of Washington to be called "Southport Owners Assoc1at10n'' or a s1m1lar name selected by Declarant Upon the fonnat10n of the Assoc1at1on, every Owner of a Lot shall automatically be and become a member thereof durmg, and only dunng, all penods of such Owner's ownership of such Lot The Assoc1at1on shall be governed m accordance with articles and bylaws to be prescribed at the time of formation of the Assoc1at1on Pursuant to such articles and bylaws, the purposes of this Association shall be to enforce the Covenants, to own and/or maintam certam Common Areas as designated by this Declarat10n and accepted by the Associal!on from lime to time, to assume such other obhgat1ons with respect to the Property as the Assoc1al!on deems appropnate, and to fulfill such other purposes as the Assoc1atlon may deem necessary or appropnate to enable the Assoc1at10n to carry out the purpose and intent ofth1s Declaration No Occupant or other third party may exercise any nght or pnvilege of a member of the Assoc1at1on except pursuant to a wntten proxy issued by the Owner of the Lot and on file wtth the Association 5 2 Board of Directors The articles of mcorporat10n and bylaws of the Assoc1at10n shall provide that the Assoc1at10n shall be governed by a Board of Directors consIStmg of seven (7) directors At such time as the Declarant no longer owns all of the Property the directors WIil be selected by the Owners as follows (1) two (2) directors w,11 be selected by the Owner or Owners of Lot l (n) two (2) dJrectors will be selected by the Owner or Owners of Lots 2 and 3, and (111) three (3) directors will be selected by the Owner or Owners of Lot 4 The directors selected by the Owner of each Lot shall serve at the d1scret1on of such Owner, and may be removed or replaced at any time and from time to time by such Owner In the event any ex1stmg Lot 1s subd1v1ded, the Owner of such Lot may allocate the d1rectorsh1ps for such Lot as such Owner may determine 5 3 Assessments (1) The Assoc1at10n and its obhgatrnns hereunder shall be financed by annual assessments and special assessments which shall be allocated among the respective Owners of Lots pursuant to the further prov1S1ons hereof The Assoc1at1on will be responsible for mamtammg the Common Areas m good condition and repair m accordance with Sect10n 6 2 below The Board of Directors wtll, m its sole d1scret10n, select a Manager or Operator responsible for mamtammg the Common Areas Mamtenance expenses for the Common Areas will be borne by Owners as set forth m Section 6 3 of this Declaration (11) Each year the Board of Directors of the Assoc,al!on shall prepare and approve an annual assessment budget (the "Budget") which shall mclude a reasonable estimate of annual normal expenses and a reasonable contmgency reserve for future years J (2!>\005 ll/lJ/00 TBAR!.Fl~ECO\SOUTHPORT -II- ..,.., ,., ..,., c:;, = = Except for the specific mamtenance costs to be borne by Owners as set forth m section 6 3 ofth1s Declarahon, the costs of operatmg the Association, as set forth m the Budget, shall be spread and levied on each Lot, as follows Until such time as development occurs or commences m the portion of Lot I beyond the shore of Lake Washmgton, the allocation of costs of the Assoc1allon other than mamtenance of the Common Areas shall be as follows Lots l, 2 and 3 Lot4 50% 50% The costs as among Lots I, 2 and 3 shall be shared equally Begmnmg at such time as development occurs or commences m the portion of Lot l beyond the shore of Lake Washington, the allocation of costs of the Association other than mamtenance of the Common Areas shall be adJusted by the Association to reflect the use associated with such development, based upon tnp generation or similar cntena (111) From time to time dunng any year, the Board of Directors may spread and levy add1t1onal special assessments against the Lots for extraordinary or unforeseen expenses to be levied m the same manner as the annual Budget (1v) All assessments levied shall be payable at such time or times as determmed by the Board of Directors The payments shall be due withm thirty (30) days after the due date of notice of such levy Assessments not prud on the due date thereof shall accrue mterest at the lesser of eighteen percent ( 18%) per annum or the maximum mterest rate legally allowed for such obhgatlons m the State of Washmglon (v) The amount of any assessment not pmd on the due date thereof together with all mterest from time to time accrued thereon shall conslltute a hen upon the Lot, which hen may be enforced and foreclosed m accordance with the prov1S1ons of Section 9 5 4 Review of Association Books and Records Upon the request of any Owner, the Assoc1at1on shall provide such Owner reasonable access to the books and accountmg records of the Assoc1atwn Any Owner, at such Owner's ~ole cost and expense, may conduct an audit of the Association's books and accounting records If such audit discloses a discrepancy m excess of five percent (5%) of the Association's annual operatmg budget, the Association shall revise its budget and/or its associated assessments to the Owners m keepmg with the findmgs of the audit 5 5 Other Provisions The articles and by-laws of the Assoc1atwn shall contam such other prov1S1ons as the Owners may deem necessary or appropriate for the Associahon to carry out the purposes and mtent of this Declaration )129\005 1111)/00 TBARKEISECOl50Ul HPOR r -12- = c::, = <"" 5 6 Commencement Assessments relating to the opcratmg costs of the Association, insurance maintained by the Associat10n, and similar non-maintenance expenses shall begm when the Assoc1at10n IS formed and such costs are incurred, and shall be allocated to all Lots regardless of whether or not such Lots have been developed Assessments relating to the maintenance and repair of Common Areas shall commence as to each Lot upon the issuance of the first permit authonzmg occupancy of any Improvements on such Lot, and Lots that are not developed do not have to pay any such maintenance expenses Dunng construction act1vit1es, any mamtenance or repau costs to the Common Areas arismg due to constructmn use shall be allocated to the Lot or Lots whose construcllon acttv1t1es give nse to such mamtenance and repairs, as reasonably deterrmned by the Assoc1at10n SECTI0N6 COMMON AREAS; EASEMENTS 6 1 Common Areas The Mam Access Road, the ullhtJes not othefWJse to be mamtamed by the provider of such ut1ht1es, the Pedestnan Promenade and the Monument Sign are all Common Areas of the Property 6 2 Mamtenance of Common Areas Followmg theu m111al mstallat1on, the Assoc1allon shall be responsible for the mamtenance, upkeep, repair, resurfacmg and improvement of the Common Areas to ma.mtam them m a good, sanitary, attractive and first-class condition and on a consistent basis throughout Southport Such mamtenance and repa!T shall include, wtthout hmitatton, mamtenance and replacement of trees, shrubs, vegetation, 1mgat1on systems and other landscapmg w1thm the Common Areas, repair and mamtenance of all centrally metered ullhlles, mechanical and electncal eqmpment m the Common Areas, repair and mamtenance of all roadways, walkways and sidewalks w,thm the Common Areas, and mamtenance and repmr of the Monument S1gn 6 3 Mmntenance Costs The cost of mamtenance and repair of the Common Areas oflmprovements w1thm the Common Areas shall be paid as follows, unless otherwise agreed to m wntmg by the Owners Until such tune as development occurs or commences m the port10n of Lot 1 beyond the shore of Lake W aslungton, the costs of mamtenance and repmr of the Mam Access Road and related landscapmg, walkways, ut1ht1es and hghtmg shall be allocated as follows Lots 1, 2 and 3 Lot4 J 1291005 I l /13/00 TBARKl\\ECO\'iiOUTHPORI -13- 50% 50% The costs as among Lots I, 2 and 3 shall be shared equally Begmnmg at such ttme as development occurs or commences in the portion of Lot I beyond the shore of Lake Washington, the allocation of costs of maintenance and repair of the Mam Access road and related landscaping, walkways, utilities and lighting shall be adjusted by the Association to reflect the use associated with such development, based upon trip generallon or similar criteria The cost of maintenance and repair of the Pedestrian Promenade and related landscapmg, walkways, ullhlles and hghtmg shall be shared by the Owners of Lots I, 2 and 4 as follows Lot 1 and Lot 2 Lot4 50% 50% The allocation as among Lots I and 2 shall be deterrnmed based on the percentage (as between Lots I and 2) of Jmear foot frontage of each of Lots I and 2 on the Pedestnan Promenade Each Owner shall mamtam its Lot or Lots and the Improvements thereon (including Landscaping and any access roads not part of Common Areas) ma safe, first-class condition consistent with the other Lots and Improvements If any Owner fails to mamtam ,ts Lot and the Improvements required to be mamtamed by such Owner m such manner (the "Non- Complymg Owner"), the Associatton may give such Owner written nouce of such failure to maintain the Non-Complying Owner's Lot m accordance with this Declaration The Non- Complymg Owner will have sixty (60) days to cure the failure, or provide the Assocmllon evidence that the Non-Comply mg Owner is dihgently proceedmg to cure ,ts failure If the Non-Complymg Owner does not cure its failure w1th1n the 60 day penod, or any reasonable longer penod supported by the evidence presented to the Associatton, then the Assoc1at10n or any other Owner may, at its option, proceed to take any acttons 11 deems appropriate to maintain such Lot, and the Non-Complying Owner shall, on demand, reimburse the Association or any other Owner for all of the costs and expenses incurred to maintain the Lot 64 Pnvate Easements (1) SubJect to the hm1tallons set forth m this Declaration, each Owner, as a grantor, grants and conveys to each other Owner as a grantee, the followmg easements 3129\005 11113/00 TBARKE\SECO\\OU fHPOR I -14- (a) A non-exclusive, perpetual easement for ingress and egress from pubhc streets and permitted pnvate roadways adjacent to the Property for vehicular and pedestrian traffic over and across the Mam Access Road (b) A non-exclustve, perpetual easement for mgress and egress from the Lots, for pedestrian traffic only, over and across the Pedestrian Promenade (provided, however, that emergency vehicles will be permtned access over the Pedestrian Promenade to respond to emergency s1tuat10ns) (c) A non-exclusive, perpetual easement for parkmg along the Mam Access Road m such parking spaces and under such rules and regulations as the Association may determine, and consistent with any Parking Management Plan adopted by the Owners and approved by the City of Renton The Associatton will have the nght, but not the obltgatton, to lure a third party parking management company to manage such parkmg (d) A non-exclusive, perpetual easement over, under and across the Mam Access Road for the mstallat1on, operation, use, maintenance, connection, repair, relocation and removal of utthty Imes servmg the grantee's Lot, mcludmg, but not hm1ted to, water, sewer, gas, electr1cal, telephone and commumcallon Imes (e) A non-exclusive, perpetual easement over, under and across the fire access roadway to be constructed over a porl!on of Lot 4 (the "Fire Access Road"), as shown m the attached Figure 3, for ingress and egress for emergency vehicular and pedestnan traffic and for the mstallat1on, operallon, use, maintenance, connectrnn, repair, relocallon and removal of utJhty Imes servmg the grantee's Lot, mcludmg, but not hm1ted to, water, sewer, gas, electncal, telephone and commurucat1on Imes The Owner of Lot 4 will use its best efforts to provide five (5) park.mg stalls wtthm the Fue Access Road for the use of the Owner of Lot 1 (or the Owner of any new Lot lymg w1thm Lake Washmgton) (11) Subject to the hm1tat10ns set forth m this Declaration, each of the Owners of Lot 2 and Lot 4, as a grantor, grants and conveys to the Owner of Lot 1, as a grantee, a non-exclus1ve, perpetual easement over that portion of Lot 2 and Lot 4, respectJvely, w1tlun the Fire Access Road and/or Pedestrian Promenade as necessary for mgress and egress to and from a portion of Lot 1 which mcludes the land lymg withm Lake Washington, subject to such reasonable rules and regulattons as the Owner of Lots 2 and 4 may establish for the use of the marme fac1hty located on Lot I At such lime as that portion of Lot I lymg wtthm Lake Washington may be separated mto a new Lot, this easement will run m favor of the Owner of the new Lot (111) Subject to the hmttatJons set forth m this Declaration, each of the Owners of Lot I and Lot 2, as a grantor, grants and conveys to each other, as a grantee, a non-exclusive, perpetual easement over the roadway to be constructed between Lots I and Lots 2 as shown m the attached Figure 4 (the "Waterfront Access Road") for mgress and 31291005 ]l/]J/00 TBARKFl5FC0\50U I IIPORT -15- egress and for the mstallat10n, operation, use. mamtenance, connection, repalf, relocation and removal of utility Imes serving the grantee's Lot, mcludmg, but not limited to, water, sewer, gas, electncal, telephone and commurncat10n Imes (iv) Sub1ect to the reasonable rules and regulations adopted for the use of each Lot by the Owner thereof, the use of all easements created by this Declaration will, in each instance, be non-exclusive and for the use and benefit of the Owners and their respective successors and assigns, and such agents, customers, invitees, licensees, employees, contractors, Beneficianes, tenants and tenant's customers, invitees, employees, licensees, contractors and agents as may be designated by each Owner from time to time (all of which persons will be Perrrnttees) Each Owner specifically reserves the nght, at any ttme and from lime to time, to promulgate such reasonable rules and regulat10ns applicable to the Owner's Lot as may be imposed to promote the health, safety, welfare and secunty of such Lot, the improvements located thereon and the Occupants and Perrmttees of such Owner Each Owner may, at any time and from time to time, remove, exclude and restrain any person from the use, occupancy or enjoyment of any easement created by this Declarat10n or the area covered thereby for failure to observe the reasonable rules and regulat10ns established as provided herem Jfunauthonzed use 1s bemg made of any easement area by any of the Owners or their respective Perrmttees, such unauthonzed use may be restramed or term mated by appropriate proceedmgs after written notice to the defaulting Owner and fmlure to abate such unauthorized use w1thm a reasonable time (v) No walls, fences or bamers of any kmd may be constructed or mamtamed m the Common Areas or any portions thereof by any Owner which will prevent or 1mpa1r the use or exercise of any of the easements granted pursuant to this Section 6 4 or the free access and movement of pedestrians and vehicular traffic, as applicable, among the Lots and adjacent pubhc streets and permitted pnvate roadways, provided, however, the Associallon may mstitute such reasonable traffic controls as may be necessary to guide and control the orderly flow of traffic so long as access driveways to the parkmg areas m each Owner's Lot are not closed and blocked Notwtthstandmg the forego mg, the Owner of Lot 1 may mstall fencmg, bamers and gates consistent with the quahty of the Improvements on the Property to segregate that portion (which may be pubhc or private m its Owner's d1scret10n) of Lot I lymg w1thm Lake Washmgton from the remamder of the Property No Owner may grant any easement for the purpose set forth m this Section 6 4 for the benefit of any real property not withm the Property except as set forth herem, provided, however, that the foregomg will not prolubit the grantmg or ded1catmg of easements by an Owner on its Lot to governmental or quas1-governmental authon!Jes or to public uttht1es 6 S Pubhc Easement Subject to the hm1tat1ons set forth m this Declaration, each Owner, as a grantor, shall grant and convey to the City of Renton, as a grantee, a non- exclusive perpetual easement for pedestrian traffic only over a portion of Lots l, 2 and 4 located withm the Pedestrian Promenade to be more specifically descnbed in an easement agreement to be executed by the parties to this Declaration (provided, however, that l 129\005 11/13/00 -16- I BARK[ \',fCO\SOUTHPORT .- emergency vehicles will be permitted access over the easement area described m Exh1b1t C to respond to emergency s1tuat10ns) SECTION 7 PARKING 7 I Operal!on and Maintenance of Parking Each Owner will construct and pay the costs of construct10n, operatton and maintenance of all parking fac1ht1es on such Owners Loi Each Owner shall manage its own parkmg fac1ht1es or enter mto a separate agreement with a tlnrd party manager to manage such Owner's parkmg fac1ht1es 7 2 Lot 4 Parking Easements The Owner of Lot 4 grants and conveys lo the Owner of Lot I, a non-exclusive, perpetual easement for mgress and egress to and from, and for parkmg ofup to 120 velncles in, the parkmg fac1ht1es constructed or to be constructed by the Owner of Lot 4 on Lot 4, provided, however, that such easement and parking nghts may be used only between the hours of 6 00 pm and 8 00 am weekdays, Saturdays, Sundays and holidays, and shall be subJect to such reasonable rules and regulations as the Owner of Lot 4 may adopt Such parkmg nghts shall be at not to exceed market rates as may be imposed by the Owner of Lot 4 m connection with operating the park.mg fac1ht1es on Lot 4 generally 7 3 Lots 2 and 3 Easements The Owner of Lots 2 and 3, grants and conveys to the Owner of Lot 4, a non-exclusive, perpetual easement for mgress and egress to and from, and for parking m, the parkmg fac1ht1es constructed or to be constructed by the Owner of Lots 2 and 3 on Lots 2 and 3, proVJded, however, that such easements (1) will be restncted to those parkmg spaces not designated as reserved for the Perm1tees of the Owner of Lots 2 and 3 (provided that at least 200 spaces will not be restncted), and (u) may be used only between the hours of 8 00 am and 6 00 p m weekdays, excludmg holidays Such parkmg nghts shall be subiect to such reasonable rules and regulauons as the Owners of Lots 2 and 3 :;; may adopt Such parkmg nghts shall be at not to exceed market rates as may be imposed by ~ the Owners of Lot 2 and 3 m connechon With operating the parking fac1ht1es on Lots 2 and 3 generally SECTIONS INDEMNITY; INSURANCE 8 I lndemruty Each Owner (the "Indemmfymg Party") shall mdemmfy, defend and hold harmless each other Owner and thetr Occupants (each an "Indemnified Party") from and agamst all claims and all costs, expenses and hab1ht1es (includmg reasonable attorneys' fees and costs) incurred m connect10n with all claims, including any actions or proceedings brought thereon, ansmg from or as a result of the death of or any action, inJury, loss or damage to any person or to the property of any person (1) as a result of the use by the Jndemmfymg Party of any of the easements granted by this Declaration or ( 11) which occurs, J 1291005 l l/13/00 fBARKE\.',fCO\SOUTIIPOR I -17- = = = .... not as a result of the use of any of the easements granted herein, but within the Lot owned by the Indemnifying Party, except for claims caused by the negligence or willful misconduct of an Indemnified Party, its licensees, agents, employees and contractors Whenever a provision for mdemmty ts set forth m this Agreement, m the event of the concurrent negligence of any party bound by this Agreement, which concurrent negligence results in mJury or damage to person or property and relates to the construct10n, alteration, repair, add1t10n to, subtract10n from, improvement to or mamtenance of the Property, the obhgat1on to indemnify (mcludmg payment of the costs, expenses and attorneys' fees incurred by the party bemg mdemmfied m connectton with the claim, action or proceedmg brought with respect to such mJury or damage) shall be hm1ted to the extent of the negligence of the party required to indemnify The obhgat1ons of the Indemmfymg Party under any mdemmty provided form this Declaration shall not be limited by, and all persons now or hereafter bound by this Declaration hereby waive, any worker's compensation prov1s1on (mcludmg but not hmtted to RCWTitle 51) to the contrary or so hmitmg EACH PARTY NOW OR HEREAFTER BOUND BY THIS DECLARATION ACKNOWLEDGES AND AGREES THE INDEMNIFICATION AND WAIVER PROVISIONS SET FORTH HEREIN WERE SPECIFICALLY NEGOTIATED AND AGREED TO BY THE PARTIES 8 2 Property Insurance Each Owner shall carry or cause to be camed fire and extended coverage msurance m an amount equal to at least nmety percent (90%) of the replacement cost (exclusive of the cost ofexcavat10n, foundations and footmgs) of the Improvements (excluding Improvements m the Common Areas) located on its Lot, msunng against loss by fire and such other nsks generally covered by extended coverage msurance Such msurance shall be camed with financially responsible compames licensed to do busmess m the State of Washington Each Owner shall use reasonable efforts to cause any Beneficiary of its Lot to agree to allow insurance proceeds to be used to pay for the cost of repairmg and restonng Common Areas located on the Lot as provided for m this Declaration Dunng construcl!on of improvements on its Lot, the insurance reqmred pursuant to this Declaration shall be m "bmlder's all-nsk" form The Association shall purchase and mamtam, for the benefit of all Owners, extended coverage msurance m the amount equal to at least 90% of the replacement costs of any Improvements located w,thm the Common Areas, msurmg agamst loss by fire and such other nsks generally covered by extended coverage msurance The cost of any such msurance obtamed by the Assoc1at1on shall be treated as a Common Area expense under the Budget and any msurance pohcy so obtamed by the Associallon shall name all Owners (and their Beneficianes) as additJonal msureds 8 3 L1ab1hty Insurance Each Owner shall at all !!mes durmg the term of this DeclaratJon, mamtam or cause to be mamtamed m full force and effect, commercial general hab1hty msurance covenng its Lot or Lots Such insurance shall (1) mclude coverage for any action resultmg m personal mJury to or death of any person and consequential damages ansmg therefrom, (11) beman amount of not less $2,000,000 per occurrence, (m) be issued by a financially responsible insurance company or companies hcensed to do busmess m the J 129\005 11/13/00 TBARKE\SECO\SOUTHPORI -18- State of Washmgton, and (1v) at the request of any other Owner expressly name such other Owners as an add1honal msured Unless otherwise agreed m wntmg by the Owners, the Association shall purchase and mamtam for the benefit of all Owners, commercial general hab1hty msurance covenng the Common Areas The cost of any such msurance obtamed by the Assoc1atton shall be treated as a Common Area expense under the Budget, and any msurance policy so obtamed by the Associat10n shall name all Owners (and their Benefic1anes) as add1t10nal msureds Each Owner shall furmsh to any other Owner requesting the same evidence that the msurance reqmred of 11 pursuant to this Declaration 1s m place 8 4 Waiver of Subrogal!on No Owner shall be hable to any other Owner or to any msurance company (by way of subrogatton or otherwise) msurmg another Owner for any loss or damage to any bmldmg, structure or tangible personal property of the other occurring m or about the Property, even though such loss or damage might have been occasioned by the neghgence of such party, its agents or employees, 1f such loss or damage 1s covered by msurance benefitmg the party suffenng such loss or damage or was required to be covered by msurance under terms of this Declarat10n Each Owner shall use its best efforts to cause each msurance pohcy obtamed by 11 to contam the waiver of subrogation clause Notwithstandmg the foregomg, no such release shall be effecttve unless a party's msurance pohcy or pohc1es expressly permit such a release or contam a waiver of the .,..,, earner's nght to be subrogated C,' en = c:.:, = c-- SECTI0N9 ENFORCEMENT 9 I Abatement and Smt The Declarant and the Assoc1at1on are each granted the ;:: nght to enter upon any of the Property at any reasonable time or l!mes to mspect the same ~ for purposes of detenrumng comphance with the Covenants and the Gmde\mes In the event ""' of any violation or breach of any of the aforesaid, and m the further event that all such = = v10la!Ions and breaches are not cured withm thirty (30) days after written demand made "' upon the Owner or occupant by the Declarant or Assoc1al!on, as the case may be, the Declarant and the Assoc1at10n Jomtly and separately have the nght to enter upon the portion of the Property upon which, or as to which, such vmlation or breach exists, and summarily to abate and remove, or to correct, repair or mamtam, at the expense of the Owner and Occupant thereof, any Improvement, thmg or cond11Ion that may be or exist thereon contrary to the mien! and meanmg of the prov1s10ns hereof as mterpreted by the Declarant or the Assoc1at10n, and the Declarant and the Association shall not, by reason thereof, be deemed guilty many maimer of trespass for such entry, abatement, removal, correction, repair, or mamtenance or mcur any hab1hty on account thereof The Declarant, the Assoc1a\lon and every Owner (or Occupant, but only with the respecl!ve Owner's consent) of any of the Property are further separately empowered to seek by legal proceedmgs, either m law or m equity, or to submit any such v10lat10n or dispute to arbitration m accordance with the rules of the American Arbitration Associat10n (reservmg however, the right to mJuncl!ve rehefm l 129\005 11/13100 -19- I BARKEIIECO\~OUTHPORf c:, = = ..... aid of the relief sought) to deterrmne the appropriate remedies to abate or otherwise prevent a contmumg breach of any provision ofth1s Declaration The amounts of all expenses mcurred by Declarant and the Assoc1at1on pursuant to the prov1s1ons ofth1s Section 9 I which are not paid by Owner immediately on demand shall constttute a hen agamst the subject Lot, shall bear mterest unttl paid at the rate set forth m Sec!Jon 5 3, shall attach and take effect upon recordabon of a claim of hen m the Officrnl Records and may be enforced m the manner allowed by law for the foreclosure of hens The enforcement nghts of the Declarant and the Association set forth above shall also be for the benefit of each Owner, and m the event neither the Declarant nor the Association take actton to enforce the provts1ons of the Declaratton, any such Owner shall have the nght to enforce this Declarat10n, and to be entitled to reimbursement of costs ( with mterest) and hen nghts as set forth above 9 2 Attorneys' Fees and Liens Ifin connect10n with any enforcement ofthts Declaratton with respect to any Lot, 1t shall be necessary to secure the services of attorneys, then the reasonable fees of such attorneys, and all other costs of any contemplated or actual legal, eqmtable or arbitration proceedmg m connection with any such enforcement shall be payable by the Owner of such Lot If such fees and other costs or any part thereof are not paid w1thm ten (I 0) days after wntten demand therefor, the amount unpaid shall bear interest from the date thereof until paid at the rate of interest set forth m Section 5 3 If any such fees or costs are not paid on the due date thereof, the amount thereof together with interest thereon as aforesaid shall be and become a hen against such Lot and may be executed upon or foreclosed by approprtate legal proceedings (subiect to the hm1tallons contamed m Sectton 11) In any legal, eqmtable or arbitration proceedings for the mterpretatmn or enforcement of or to restrain the vmlatlon of this Declaration or any prov1s1on hereof, the losmg party or parties shall pay the reasonable attorneys fees of the prevailing party or parties m such amount as may be fixed by the court m such proceedmgs 9 3 Deemed to Constltute a Nuisance Any breach ofth1s Declaratton by an Owner or Occupant is declared to be and shall constitute a nmsance, and every remedy allowed by Jaw or equity against an Owner or Occupant shall be applicable against every such nmsance and may be exercised by the Declarant, the Assoc1at10n, the County, any Owner ( or Occupant who has been given such nght by the Owner of such Lot) of a Lot, or any of them 9 4 Remedies Cumulative All remedies provided herein or available at law or m eqmty shall be cumulative and not exclusive 9 5 Failure to Enforce Not a Waiver of Rights The failure of the Declarant, or any other Person entitled to enforce this Declaratlon, to enforce any Covenant herein contained shall in no event be deemed to be a waiver of the nght to do so nor of the nght to enforce any other Covenant Declarant shall not be hable to any owner, occupant or any 3129\00511/13/00 -20- I BARK~\~E(O\SOUTflPORT other person or entlty for any damages, losses, hab11l11es or expenses suffered by reason of a mistake m Judgment, negligence or nonfeasance ansmg m connecllon with any approval, disapproval or other actions taken m connection wtth this Declaratlon or the non- enforcement of any prov1s10n ofth1s Declaral!on 9 6 Damages Inadequate Damages for any breach of the Covenants are declared not to be adequate compensation and such breach and/or the contmuance thereof may be enJomed or abated by appropriate proceedmgs by any Person entitled to enforce this Declaration as provided m this Section 9 9 7 Comphance of Tenants Each Owner who rents or leases its Lot or a port10n of its Lot shall msure that any such lease or rental agreement 1s subject to the terms ofth1s Declaral!on Any such agreement will further provide that failure of any tenant to comply wtth the prov1s10ns oftlus Dec!arat10n will be a default under such tenant's lease or rental agreement SECTION 10 ACCEPTANCE OF PROTECTIVE COVENANTS; PRIVITY; STANDING IO 1 Acceptance Each Owner and Occupant, by the acceptance of a deed of conveyance, lease, sublease, hcense or other nght to enter on or occupy any of the Property, and every other Person at any time havmg or acqumng any nght, title, mterest, hen, or estate ~ m, on or to any of the Property, accepts the same subJect to all of the prov1s1ons ofthts ~Declarat10n and the Junsd1ct10ns, nghts, and powers of the Declarant, the Association and ,:.,OW11ers created, granted or reserved herem, and all easements, nghts, benefits and pnv1leges '.::of every character hereby granted or created and thereby covenants and agrees for themselves, their successors, heirs, personal representatives and assigned to be bound by the ::-Covenants r;.:; IO 2 Nature of Obhgat10ns All obhgat1ons hereby imposed and the easements ~ereby granted are covenants runmng with the land and shall bmd every Owner and ~ccupant of every part and parcel of the Property and any interest therem, and every such other Person and mure to the benefit of every Owner and occupant and such other Persons and as though the prov1S1ons of this Declaration were recited and sl!pulated at length m each and every deed of conveyance, lease, sublease, license or other agreement granting any nght of entry or occupancy, or in any other instrument or document by which any such nght, !Ille, interest, hen, or estate 1s created or acquued. All Covenants, and agreements contained herem are made for the duect, mutual and reciprocal benefit of each and every part and parcel of the Property and shall create mutual, equitable servitudes upon each portion of the Property m favor of every other portion of the Property 10 3 Pnv1ty, Standmg No Occupant or other Person other than an Owner or its representative (and then only m the manner set forth m Section 9 I above) or the 3129\00S 11/13100 -21- l BARKEISECOISOUTHl'ORT = "~ = < -, Assoctal!on shall have the nght to enforce the prov1s10ns of thts Declaration or seek damages for any v10lat10n or non-enforcement thereof agamst any Person other than the Owner of the Lot used or occupied by such Occupant or other Person Occupants and other Persons (other than Owners) are designated benefic1ane5 of as well as subJect to the covenants set forth m this Declarat10n, which covenants may be amended by Declarant or the Owners, as the case may be, m accordance with this Declarauon, but m any event Without the consent of or notice to such Occupants or other Persons SECTIONll DEEDS OF TRUST 11 I Pnonty Over Liens The hen on any Lot resultmg from, created by or provided for in this Declarahon shall be subJect and subordinate to the hen of any Deed of Trust made for value and in good faith and creatmg a hen on such Lot on the date of commencement ofproceedmg to execute or foreclose the hen on such Lot executed by this Declaration 11 2 Effect Of Breach Anything contained in thts Declarat10n to the contrary notWJthstanding, no breach of any of the Covenants or re-entry by reason of such breach, shall defeat or render mvahd or impair the hen of any Deed of Trust made and delivered for value and in good faith, whether now existing or hereafter executed, encurnbenng any of the Property 11 3 Beneficiary Notice The Beneficiary under any Deed of Trust affectmg a Lot shall be entitled to receive nollce of any default under this DeclaratJon by the Owner whose Lot 1s encumbered by such Deed of Trust, provided that such Beneficiary dehvers a copy of a notice in the form hereinafter contained to each Owner The form of such notice shall he substantially as follows The undersigned, whose address 1s ------------ does hereby certJfy that 1t 1s a Beneficiary, as defined m that certain Covenants, Cond1t1ons and Restncnons for Southpon ("CC&Rs") of Lot _ of Southport, a legal descnpllon of wluch 1s attached hereto as Exh1b1t A and made a part hereof If any notice of default 1s given to the Owner of such Lot, a copy shall be dehvered to the undersigned who shall have all nghts of such Owner to cure such default Failure to dehver a copy of such notice to the undersigned shall m no way affect the vahd1ty of the notice of default as It respects such Owner, but shall make the same mvahd as 1t respects the mterest of the undersigned and its Deed of Trust as defined m the CC&Rs upon such Lot Any notice given to a Beneficiary shall be given m the same maimer as provided m Sect10n 142below 31291005 11/13/00 TRARK[\S[COISOUTHl'ORT -22- ·- = = = .__, 11 4 Beneficiary's Title A Beneficiary acqumng title to a Lot through foreclosure, smt or by transfer in heu of foreclosure or equivalent method shall acqmre title to the encumbered Lot free and clear of any hen authonzed by or ansmg out of the prov1S1ons of this Declaration, msofar as such hen secures the payment of any assessment or charge due but unpaid pnor to the final conclus10n of any such proceedmg, mcluding the expiration date of any period of redempt10n After the foreclosure of a secunty mterest ma Lot, any unpaid assessment shall continue to exist and remam a personal obhgatton of the Owner agamst whose Lot the same was levied Any hens provided for m this Declara!Ion shall be subordmate to the hen of any Deed of Trust upon a Lot (provided the Beneficiary 1s a third party and the Deed of Trust ts given to secure a good faith obhgat1on of the Owner whose Lot 1s encumbered) The sale or transfer of any Lot or any mterest therem shall not affect the hens provided for m this Agreement except as otherwise specifically provided for herem, and m the case of a transfer of a Lot for the purpose of reahzmg upon a secunty mterest, hens may anse against such Lot for any as~essment payments commg due after the date of the foreclosure SECTION 12 AMENDMENT OR MODIFICATION 12 I Power to Amend This Declarat10n may be amended by Declarant, actmg alone so long as 1t 1s still Owner of all of the Property, by an mstrument m wntmg properly executed and acknowledged and recorded m the Official Records After Declarant ceases to own all of the Property, this Declaration may be amended, termmated or extended as to the whole of the Property or any part thereof upon the wntten consent of Owners who collectively own at least seventy five percent (75%) of the square footage of land contamed WJthm all of the Lots, provided, however, that dunng the 1mtial twenty (20) year term hereof any such amendment or termmat1on must be agreed upon by all of the Owners Any amendment of tlus Declaration shall not deprive any Owner or Occupant of its nght to use its Lot for the purpose consistent With the Declaration as such Declarat10n stood pnor to that amendment Any such termmat1on, extension or amendment shall be effective upon recordmg of any mstrument m wntmg, properly executed and acknowledged, with the Officrnl Records 12 2 L1m1tal!ons NotWJthstandmg the foregomg prov1s1ons of Section 12 I (1) No termmat1on, extension, modification or amendment to or ofth1s Declaration shall affect any approvals or consents theretofore given to any Owner or Occupant pursuant to the prov1s1ons ofth1s Declarat1on, and (11) No termmal!on, extension, mod1ficat10n or amendment to or of any prov1s10n ofth1s Declaration shall preJud1ce any then ex1stmg hen of any Deed of Trust made and dehvered for value, m good faith or the nghts of any Beneficiary thereunder J 129\005 11 I 13/00 -23- 1 UARKEl~ECO\~OUTHPORI ~, = c, (.., SECTION 13 TERMINATION The easements set forth m Seclions 6 3 and 6 4 shall be perpetual The remamder or the terms of this Declaration shall be and remam m full force and effect until forty ( 40) years from the date hereof, after which date this Declarahon shall be automatically extended for successive penods often (10) years unless a wntten document termmatmg this Declaration ( except for the easement prov1s1ons referred to above) 1s Recorded m the Official Records Any such termma!ion document must have been duly executed and acknowledged by the Owners m accordance with the terms of Section 12 No termmatlon of the Declaration shall terminate any utJhty easement granted or reserved pnor to such termmat10n SECTION 14 MISCELLANEOUS PROVISIONS 14 I Severab1hty Invahdatlon of any one of the cond1Uons, covenants, restnct1ons, easements or prov1s10ns of this Declarahon with re~pect to any apphcat1on, by Judgment or a court order will m no way affect any other appl1cat1on thereof, nor any other cond1hons, covenant, restnct1on, easement or provJSJon hereof, all of which shall remam m full force and effect 14 2 Notices Any written notlce or other document as reqmred by this Declarallon may be delivered personally, by recognized overnight couner or by mail lfby mail, such notice will be deemed to have been delivered and received three (3) busrness days after a copy thereof has been deposited m the Uruted States first class mall, postage prepaid, properly addressed to the applicable Owner at the registered address of such Owner as filed m wntmg wtth the Associat10n lfby overnight couner, such notice wtll be deemed to have been delivered on the day after such notice has been deposited with the ovenught courier company Notices to the Association will be addressed elther to an address to be posted by the Assoc1at1on, or to the registered office of the Assoc1at1on 14 3 Jomt and Several L1ab1hty If a Lot 1s owned by more than one Person, the hab1hty of each of the Owners of such Lot m connection with the hab1ht1es and obligations of Owners set forth rn or imposed by this Declaration will be JOtnt and several 14 4 No Pubhc Ded1catton Nothing contamed m this Dcclaratmn will be deemed to constitute a gift, grant or ded1cat10n of any porhon of the Property to the general pubhc or for any pubhc purpose whatsoever, It bemg the mtent10n of the Owners that this Declarat10n will be stnctly hm1ted to the pnvate use of the Owners and their respective Occupants and Perm1ttees This Declaration 1s mtended to benefit the Owners and their respectlve successors, assigns and Benefic1anes and 1s not mtended to constitute any Person which 1s not an Owner a tlurd party beneficiary hereunder or to give any such Person any nghts under this Declaration 31291005 11/13100 rBARl,.F\SE(QISOU nJPORl -24- c::, Q = c ... 14 5 Effective Date This Declaral!on will take effect upon recordmg 14 6 Rules and Regulat10ns The Associat10n will have the nght to adopt rules and regulations with respect to the Associatmn's nghts, actJvities and duties, provided such rules and regulatmns are not mcons1stent with the prov1s10ns of this DeclaratJon 14 7 Captions and Titles All captions, title or headmgs of the sectmns m this Declarallon are for the purpose of reference and convenience only and are not to be deemed to hm1t, modify or otherwise affect any of the prov1smns of this Declaration or to be used m determmmg the mtent or context thereof 14 8 Applicable Law This Declarat10n will be construed m all respects m accordance with the laws of the State ofWaslungton 14 9 Time Time 1s of the essence of this Declarat10n 14 IO Waiver, Course of Dealing No waiver or course of deahng m contravention of any of the prov1s1ons of this Declaration shall constJtute a waiver or basis for estoppel against the enforceab1hty of any other prov1S1on, whether or not similar, nor shall any waiver be a contmumg waiver I 4 11 Exh1b1ts and Figures The following exh1b1ts and figures are attached to this Declaratmn and by this reference are mcorporated herem Exh1b1t A Exh1b1t B Exhibit C Figure 1 Figure 2 Figure 3 Figure 4 Legal Descnpllon Site Plan Nonoppos11Ion Agreement Mam Access Road Pedestrian Promenade Fue Access Road Waterfront Access Road IN WITNESS WHEREOF, Declarant has executed this Declarat1on on the day and year first above written DECLARANT 3129\005 11113/00 TBARKE~ECO\SOU I HPOR I SOUTHPORT LLC, a Washingto hm1ted hab1hty comp.7 / -25- STATE OF WASHINGTON COUNlY OF kJNa ) } ss. } On this i Lf *' day of N ove h'lhe r.iooo, before me, the undersigned, a Notary Public m and for the State[ of Was¥Jglon, duly commissioned and sworn pcrsoqally appeared fy1Uh@e/ P l-cr1S.1 ,knowntometobcdie MembCC of SOUTHPORT LLC, the hm1tcd l1abihty company that e,cecutcd the foregomg mstrument, and acknowledged the said mstrumeot to be the free and voluntary act and deed of said hm1ted liability company, for the purposes therein mentJoned, and on oath stated that he/she was authonzed lo execute said instrument 1 certify that I know or have sahsfactory evidence that the person appearmg before me and makrng this acknowledgment is the person whose true signature appears on this document wntten WlTNES§.~~"-ffic,al seal hereto affixed the day and year m the cert11icale Jbove l~:;,:r~~·~·· If;\ yJ • X t L~>t1../ """••=I ,-Alt • ~ ----;: :'!+0 i,, :, SiirPature , : !0 -•-: 1-/i;,a.. L-Ci1 //1nS :.~\ "UsLlc:. 'l.l PnntName ·· -------·-- ~ .. ~~,, 11-~,~§ NOTARY PUBLIC m and for thp State of ,,,,,C>F'w;._s~,~ Washington,rcsidmgat V\ltifpJnlll / IL '1111111\~ My comm1ss1on expires _j__L_.!_j_ i'2- 3 IZ9100~ I 0130/00 TUARKC\SI.CWOlffill'ORr -26- EXHIBIT A DescnptJ.on of the Property PARCEL A LOTS I, 2, 3 AND 4 OF CITY OF RENTON SHORT PLAT NO LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO 20000131900006, IN KING COUNTY, WASHINGTON PARCELB = NONEXCLUSIVE EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS ~ AS ESTABLISHED IN RECORDING NOS 6201855, 6317510, 9902019014 AND ~ 20000131900006 = = c:, c-.. "'Tl -G) C :::0 f'T1 0 • 0 \ /I EXHIBITB SITE PLAN £~ /. . <' /. (' '- '- "II .... C .... ; ;g 0 WATERFRONT ~ ACCESS ROAD 6 .... O= A ... '-'"' ...., ..,., = =· = ...... EXHIBITC CAQ-99-l4l NONOPli'OSI'rION AGUDIINT -~ NOMOPPOSITION 1'GREEM£NT made and entered into aa of the a.n!:_ day of ~-r".'., 1999 by and between Michael Christ, One, LLC Hsfuqton limited liability company f"CHRIST"J, the Boeing Company, a Delaware co:poration ( "BO&:ING"l and the City of llenton, a Washington ll!Ul\icipal corporation ("City•). (CHRIST, l30J:lllG and the City are collectively referred to aa the "PAltTIES"!: UCX'D,I,S A. CSIST has entered into a purchase and sale agrelllll8nt with Puget Western to purchase that property comnonly known as the Shuftleton Steam. l>lant site (the "Property•) in llenton, Washinqton legally described in Exhibit A. The Property lies adjacent to Boeing's Renton manufacturing and. fi.nal asaulbly facility (the •Boeing Facility•) legally daacribed in Exhibit B, The Property and the illmlediately adjacent portion of the Boeing Facility are illuatrated in Exhibit c. Exhibits A, B, and Care attached hereto and incorporated herel:>y by this reference. a. CHRIST has proposed to the City the phased redevelopment of the Property from it11 exi:sting indwitrial land use to a mixed-use development consisting of office, residential and c011111U1rcial uses (the "Redevelopment") as sh.own in Exhibit D, attached hereto and by this reference incorporated herein, The qovernment pemita and approvals which either have l:)een or are likely to be sollC]ht by Christ Which may be necessary far the Ra<i:evelopi11ent include but are not li.lllited to a Planned Action Pea~gnation, Colllprehensive Plan Amendment and aezone, a Zoning Code Text Jlmendment, a Master Site Plan Approval and phased individual site plan approvals, a Shoreline Substantial Development Permit, clearing, qr&ding, demolition, const:i:uction building and mechanical permits, short plat or boundary line adjustment approvals, roadway accesa approvals, parking and loading regulations mcditications, variances, and hydraulic project approval (the "Permits and Approvals"), c. The City has begun dratting a supplu.ental Environmental Impact Statement [SEIS} to addrass the environmental impacts of a planned acti'on proposal and the proposed Redevelopment (the Southport Development Pl~ed Action DEIS, J\llle 1999)·, '1'he Dra:ft SEIS has been issued and • . ' ' ' ' the com:m.ent period expired 7/29/99, The Final EIS was issued September 9, 1999. . I), Christ has presented Boeing &nd the City with proposed site plans tor the Redevelopment planned action on tile with the City. Boeing has axpi:essed concerns to Chi:ist and to the City by comment lettei:s dated July 14, 1999 snd July 28, 1999 ("Comment Letters•) on tile with the City. E. Christ is willing to modity its plans and commit to & developlllent ple.n which prohibits residential development trOIII being located closer~ 380 teet to the Boeing Plant ~d illlpoaes other use resti:iction1 and notice requirements in consideration ot Boeing's withdrawal ot its comment letters and its agreement not to OPPOH the Redevelopment and any of Christ's Permits and Approvala !oi: the project as deacribed hei:ein and e.s depicted in Exhibits I) 111.d G, F. Boeing is willing not to oppose the Redevelopment and Christ's Perlllits and ]tppi:ovals in consideration of the Redevelopment being developed, constructed and opei:atad as provided by this Agraamant, and pi:ovided that the te:rms and conditions of this Agreement ai:e illlposad, implemented and enforced. NOW, THEREFORE, IN CONSID£BATI0N of the mutual pi:omises, covenanta and agreements contained herein, Christ, Baaing, and the City, each with the intent that each be legally bound, agree: l, JilllQ,JKC'f l>KSClUP'rlON So long as any portion of the Boeing Facility within 1,000 feet of the Property is owned, in whole or in pai:ty, by Boeing or a related entity, and is used, in whole or in part, as an aircraft manufacturing and final ass~ly plant oi: for any other heavy industrial use ("Condition"): (a) The Pi:opei:ty shall not be developed with more than ~ total. residentia.1. units, except that a hotel or other commercial use shall be allowed in the non-residentia.l area a.s showi,, in Exhibit D, and es provided by existing end proposed City codes, a copy of which is attached as Exhibit E and by this reference incorporated herein, \ · ~ (bl Building heights shall not exceed 125 feat above existing grade, excluding rooftop mechanical equipment, ·2· fl/11119 ' .. • • -- (c) Landscaping shall be as required herein and by the current City COde. Relevant portions ot the Code are attached as Exhibit F and by this retarence incorporated herein. 1: (d) Building locations shall be generally as shown in Exhibit D. (e) Building W1e11 and. occupancies shall be as shown in Exhibit D. Ct) No change, expansion or intensification of use or of any building th.Lt could incraue environmental impacts or the sensitivities to occupants and users or the Property shall be cOllllll8nced or implemented without the prior written consent or Boeing and iss1.1ance of such Permits or Approvals as :may be required by the City. 2. EBTABLISIINEHT OF JIESil)ZN'l'IAL R!S'rRIC'l'ION AREA (a) Christ shall submit to the City a modification to its proposed Redevelopment, as described in this Agreement, including Exh1bit D, and including the prohibition of any residential uses on that portion ot the Property located within 380 feet or the Boeing Plant (the "Residential RestrictiQn Area•). (b) Christ shall submit to the City a modification to any c1.1rrently pending applications for Permits and Approvals, neceaaary to cause the RedevelC1pm.ent to conform to the terms and conditions of this Aqre8lllent. (cl so long as the Condition exists, all ruture applications tor Pe:t11U.ts and Approvals shall he consistent with the terma and conditions of th.1.a Aqreement. 3. JIZSIDZN'l'IJ\L USE So lC1ng as the Condition axi11ts: (a) Residential use (the hotel shall not be conaiderad a reaidential use) shall be allowed only in the areas designated •residential" in Exhibit D, and shall not he permitted to occur within the Residential Restriction Area. (b) Subject to (c), below, all residential use shall be month-to-month or day-to-day tenancies.-. No permanent, loner term residential uses shall be allowed e~cept with prior written consent of Boainq, which shall not be unreaaonaklly withheld or delayed. .3. 1111719t = c.., = <"' I • ' ' Cc) No individual ownership or long-te:cm lease cf individual residential units shall be allowed withcut the prior written consent of Boeing, which consent shall not be unreasonably withheld c!'t' delayed in the face of a reasonable shewing by Christ of the economic or market feasibility or necessity for such ownership or long-term lease. So long as the condition exists: (a) .Chrbt shall provide a buffer of not leH than 25 feet between the COIIIIIIOn boundary line of the Property and the Boeing Facility. The buffer shall be intensively landscaped and will provide screening and visual relief between the residential tenants and the Boeing Facility. The butter shall include a vehicular access road as shown on Exhibit D, and may require further utilities, transformers, airhandling equipment, etc. The area J.m,nadiately north and west of building l will also be intensively landacaped with mixed deciduous and evergreen plantings of a density and of sufficient size to obscure the Boeing Facility from the Property. A conceptual landscaping plan is attached as Exhibit G that is representative of Christ's intentions, but which also may require modifications the City may dictate to meet traffic and other D111Dicipal requirement•, or a~ a restaurant intended for this area may reasonably require. Portrayal of the office portion of the site in Exhibit Dis conceptual only; the design will ultimately be driven by market and/or specific tenant req11ir11111.ents, and must remain flexible to their needs, Nevertheless, Christ and Boeing confirm. that they are of a cOIIIIIIOn goal to affectively screen residential facilities at the Property frOIII the Eloeing facility, (bl The buffei: and landscaping shall be ragulai:ly maintained. Plant losses shall be replaced pr0111Ptly with the same oi: sim.l.lar material. S. NO'l'lCICS 'fO USERS Upon closing end acquisition of title to the Property by Christ oi: any related entity, Christ shall record a Notice on Title to the Property, and shall provide all prospective purchasers, users and tenants (as to users and tenants, with changes only in tense) of all oi: any p6rtion of the Property with written notice as follows: · llll?m . ' = = = ~. . ' rha p&"Operty imedtataly aouth ot trua S011thport JQ:c,part:y 11 zoned for h•avy industrial use, and is currently ua4d •• an &ircratt IIIIUl~act~inc;r and final asa-1:)1.y plant. A varist:y of induatrial activitiu occur on the p:operty that 1111,y ba incon~ant or c,i.uaa diaaomtort to paopla uaing, working or raaidinq at Southport, Thia may ui•• t':oai. ai~!t manut'actu:in; acti vi tiu, :1.ncludin; aircratt tinal assembly and painting, and a waata-tar b'ubaant plant, which ay 111111.n.ta unpluaant and anncying odors, vibrationa, • noia•, duat, and air amiaaiona ot h&audoua and toxic air pollutant& and volatila organic oompound.a, The City o! a.nton bu ••tabliahad manutacturing and othal: huvy 1ndu4b:ial u••• a• priority ua•• on daai;natad hu.vy iaduatrial landa. Nearby property owner•, reaidanta and uaara should ba prepared to aacapt auch inconvenianoea or diacomt'ort t:r:am noi:mal, neceasary huvy industrial operation• whan perf'ozmacl. in coq,lianca with local, atata and f'adaral law. The ownar o! the proparty [daacribed on llxhilli t A] tor itaelt', it• aucc:aaaora and aHi;n•, hereby waiVII• to th• axtant pumittad by law ita right to protaat or ahal.1111111• any lawi:~ buvy manutaatu&'ing operation or aati vi ty or tha en~tal impacita la~ly c:auaed by the currant ai.r=att plant or other baavy :l.ndlatrial u•• to t:he :property daaor~ on ll.xhi.bi t A or to i ta ownera, uaera or oaoupanta. lb) This written notice shall be in bold typeface and not leas tha.n 10-point type. Cc) Except as may be required by law, or to avoid violations of law, so long as the Ccndition exists, this written notice may 110t be changed, modified, Ulended, or suspended without the express prior written consent of Boeing, which consent may ba withheld in Boeing's sole discretion. 6, D•&D Rl:S'nlICTia;rS {a) Property record a ' Upon closing &nd acquisition ~f title to the by Christ or any related entity, Christ will also restriction on title to the Property as follows: -5- so long as adjacent property is owned by rhe Boeing Campany, a Delaware corporation, or a related entity, and is used as an aircraft manufacturinq~and final aseambly plant or other heavy industrial use, no residential use or residential structures of any type, whether permanent, tamporary, long-ter11, ehort-ter:m, rental, or otherwise, with the exception ct hotel or other coi.mercial uses, shall be constructed, placed or used within 380 teat ot the comm.on boundary line of this property and .the adjacent Boeing Aircraft Manufacturing and Final Assembly Plant as depicted in Exhibits c and D, No more than 540 residential units shall be allowed on that portion ct the property designated for residential uee, as shown· on Exhibit D, . (cl This restriction and the notice described in Section 5 aball remain in effect so long as Boeing uees any portion of its property within 1,000 feet of the Southport property tor heavy aircraft manufacturing and final assembly or for other heavy industrial purposes. (dl rhe notice and restriction on title shall be recorded against title to the entire Property described in Exhibit A at the time Christ acquires title to the Property. If the Property is subdivided, the notice end restriction on title shall apply to all future lots, parcels and tracts. (e) So long as Boeing \Ules any portion of its property Within 1,000 feet of the Southport property for heavy industrial purposes, neither the recorded notice nor the restriction on title may be r11110ved,. extinguished, waived, suspended, amended or modified without the prior express written consent of Boeing, which consent may be withheld in Boeing's sole discretion. 7. DESIGN AND CONSTRUC!IOH (al Beating, ventilation and air conditioning ror the Property office buildings will be accomplished by a variable air volllme system, or equivalent designed and placed to lllilUJllize the effects of odor and air emissions from the Boeing Property on building cccupants of office buildings at the Property. This type cf equipment landac,itselr to a variety or filtering techniques, including synthetic fiber and activated carbon tilters, An appropriate filtering technology will be selected during the design phase or the Redevelopment. The . ' Ln co, '·" = c:: = main air handling eqUipment tor those buildings will ba mounted on tha root ot the structuru. supply air tor occupied spaces (excluding parking] in commercial buildings at the Property will ante~the buildings from the east face thereof, and exhaust air will be released from the west face. Construction shall be designed and carried out to mini.mi:r.e the illl:pacts ot noise and airborne vibre.tion that may 81111.nate trom the Boeing Facility by adherence to Onitol;'III Building Code Section 12os.2, paragraphs land 3, relating to airborne sound insulation. 8 • CI'I,'!' OF RIN'l.'ON (a] The City shall have the tull right and power, but not the obligation, to enforce the term.s aJJd conditions of this Agreement with reapect to either or both of the other parties. ' (bl Compliance with the term.s and conditions of this agreement shall be a term. and condition of any and all Perm.its and Approvals issued by the City for the Property. NOTICI OF SALE (al Christ shall provide Boeing with first notice of Christ's intent to sell or offer to sell the Property. (bl Boeing shall provide Christ with early notice of its decision to sell all or any portion of its property within 1000 feet of the Southport Property. l O • J'IIIAt SE IS ALftRNA'l'IVlil The Parties understand that the Draft SEIS has been published without reflecting the aesidential Restriction Area. However, the modified Redevelopment plan as described herein and as shown in Exhibit D, is presented and analyzed in the Final SEIB as a new alternative •p11.11 c.• 11, COOPl:RATION The Pe.rties agree to cooperate and execute such further instruments, documents and confirmatory agreements, and take such further acts or actions as may be necessary or appropriate to carry out the intents llll,d purposes ot this Agreement. ~ia.m1 .7. ''' = c., = <'• 12 • CONFLICTS In the event of a conflict between the tams and conditions of this Agreement and any standards or conditions imposed or required by the City for any Pe.tmits and Approvals for the Redevelopment, the more restrictive standard or condition will apply. 13, DISPO'fl: m:sour.r:tON (a) Within thirty (30) days of the execution of this Agreement, Christ and Boeing_shall each identify a coordinator ("Designated coordinator• or •oc•) responsible for addressing issues and disputes that may arise from time to time under the Agreement. The Parties shall provide written notice of the selection of the Designated Coordinator and any subsequently appointed Dee. (bl If a dispute arises with regard to any matter addressed by this Aqramaent, the Party raising the disputed issue shall contact the DC regarding the nature of the dispute. (c) The Parties agree tha.t the DCs will use their be~t efforts to resolve the dispute presented in an expeditious manner, consistent with the tams of this Agreement. Each party agrees to meet and discuas potential solutions to the dispute within five bu.11iness days of the date notice of a dispute was received by the other Party. (d) If the DCs are unable to reaolve a dispute in a mutually agreeable manner within four weeks from the data that notice of the dispute was received by the other Party, the matter shall be referred to the respective supervisors of each DC. If they are unable to resolve thia -dispute within four weeks, it shall be referred to the president of Christ and to Jim Nelson, Director Facilities, Services, racilities Asset Management Orgenhation, Boeing commercial Airplane Company or his successor, for resolution. 14 , NONOPP081'?10N By execution of this Aqreement, Boeing withdraws its Comment Letters and agrees not to oppose any existing or future Permits and Approvals which Christ has sought or in the future may seek, or which the City or lllb,y other governmental agency has granted or iD the future may grant, on the construction of the Redevelop111ent as described in this Aq~eement and as shown in Exhibits D and G, and so long as •• Christ has compliad with tha te:i:ms and conditions of this Agreement, Boeing also agrees not to take any other actions which might have the e!fect ot stopping, delaying or increasing the cost ot construction ot the Re<levelopmant as described in this Agreement and as shown in Exhibits D and c; and not to in any way aid, assist, or cooparate with other persons or entities who oppose the lledevelopi11ent. Boaing does not waive its right to legally require that the aedavalopment be constructed in contormance with the tai:ms and conditions ot this Agreement. 1!, STJCa_SSORS Allll ASSIQIS The rights and obligations ot the parties shall inure to the benefit ot and be binding upon their respective successors and assigns. 16. ~ PllCVISIONS (a) J:ntire Aqr_,..t: This instrument, inclllding the attached Exhillits A, B, c, D, E, F, and G contain the entire agreement between the E'utiea with respect to the subject -tter herecf and shall not be 1111Jdified or amended 1n any way e.xcept in a writing siqned by duly authorized representatives of the respective Parties or their sucoassors in interest or assiQns. Cb) 11:nt'or-t: It is agreed that the remedy at law for any breach of the agreemants contained herein would be inadequate and in the event of a breach of this J,greement, the agg:deved Party ehall be entitled to injunctive relief as .well a, damages tor any such breach. The prevailing party in such an action shall be entitled to recover its reasonable CQlts and attoi:neys• fees, including those incurred in any appeal frOIIL the juc!gDient of a lcwer court. Co) Matice Any notice or othar colllllW.nic:ation of: any sort raquired or perlllitted to be given hereunder ahall be in writing and shall be deemed sufficiently given if personally delivered, transmitted. by fac1imile, •Lectranic maj.l or three da.ys after being mailed by U.S. certified mail as !ollows: .g. c;:, 0 = "' To ~ht: And to: And ta: 'l'o Boeing: And to: (d) Govun1nq z..w Michael Christ, President SECO Development, Inc. 10843 NE a~ Street, Suite #200 Bellevue, WA 98004 Facsilllile: 425/637-1922 Peter L. Buck Brent Carson Buek, Gordon LLP 1011 Western Avenue, Suite 902 Seattle, WA 98104 Facsilllile: 206/626-0675 William N. Jlppal 1,ppel, Glueck, P.c. 1218 Third Avenue, Suite 2500 Seattle, Washington 98101 Facsilllile (206) 625-1807 Gerald Brasslour, Esq. The Boeing Company HS 13-oe P.O. Box 3707 Seattle, 11A 98124-2207 Charles E. Maduall l'erkine Coie 1201 "rhird Avenue, 48~ Floor Seattle, 11A 98101-3099 Facsimile: 206/583-8500 'this A;reuent shall be govei:ned by and conatrued in accordance with the laws or the state or Washington. Venue tor any action arising out of this Agreement shall be in King County SUperior Court, <•> '1'1- Time is or the es~ce or this Agreement. -10-t/1719!1 ' ' ~. (!) 'Mattll:11.l.ity All ct the terms and conditions contained herein are material and substantia·l i:o lloeinq• s agreement not to oppose the Recievelopment. (qi Bead I 'IQ'• 'l'be headings and subheadings contained in this instrument are solely tor the convenience ct the Parties and are not to be used in construing this Aqraement. (hi Authority The persons executing this Aqreement on behalf ct the respective Parties hereby represent and warrant that they are authorized to enter into this Aq1:ee111.ant en the tel:lllS and conditions herein stated. (i) Ccunt:aq,arta This Agreement aaay be executed in counterparts, all cf which shall be deemed an original as if signed by all Parties. ( j ) Binding Ef'f'aot This Agreement shall be binding upon the respective successors and assigns of the Parties hereto and shall inure to the benefit of and be enforceable by the Parties hereto and their respective eucceeeors and assigns, (k) Con.fidantiality Christ and Boeing shall hold in the strictest confidence all doCUIILellts and information concerning the other, and the business and properties of the other, Each understands that disclosures made by Christ to Boeing under Section 3(cl, and either to the ether under Section 9, shall be maintained in confidence. The tcreqoing notwithstanding, neither party shal.1 be prohibited from disclosing to its investors, consultants, brokers er dealers such information as is CUSt0111arily disclosed in COllll.ection with similar matters, nor shall this section be construed to prohibit either party frOlll disclosing information that ill required by law. IN WITNESS WHEREOF, the Parties luife caused this Agreement to be executed as o:I! the day and year first above written. ·11· . ' ..,.., "' ,r, = = = ' . MIC!IA&L c:musT, ONE , 1.1.C, a Washin9ton Limited Liability Company By:~- Title: IH+r:PL;i ,< THI BOEING CCIG'J>.NY, a Delawa:i::e ~~ ... Phi1ipW. Cy'OUrc Attorn•t·ill-ract Pre1ident, Boeing aea1ty corporation \ -12- . ' •. ,·, <r., ,.,.., = c:, = ...... = 0 = "' t.a;a.l daaaription ot Southpo:i:t Pi:oparty Pu:cel B of City of Renton Lot Line Adjuatment ·Number LUA 98-176, recorded in King County, Jfeahil1qton under R,tcordinq No, 9902019014, located in King county, Washington • .13. f/17'911 .. ..,., "" ..,., = = = ,.._ ~- ~ ~ = = c::, <" IXIIIBI'l' B to IIONCIPiOSITION AGUIMZNT p.q. l ct' 2 'l'he property owned by The Boeing ColllP&nY and the benefitted property in this Agreement is located in Renton, King County, Washington and is identHi"1 by King County tax assessor nlllllbers listed below and as depicted in the attached drawing: 072305-9001 082305-9152 082305-9079 722300-0105 082305-9011 756'60-0055 722400-0880 082305-9019 722300-0115 i22t.00-0865 072305-9046 082305-9187 08230S-9204 oa:23oS-9209 082305-9037 072305-9100 -14- UJ!nt"? II to IIOIIOPPOSI'l'ICN AGPEIMaff Pag,a 2 a:' 2 I I I !l 2GCG 111 70C0535 Bldg. l ID •Ail I I I Jf-11 • I ~ LJIIL • Pion C Site Pion Southport July14.1~ ,, · ·, ""' T-,~· ,• ') Bldg.3 ·I i B ~ C' li1 @ :t I n " ..,, C'") ..,., = = = ._._ ~ -~ c.c, "" = C'-, . ' . I I I I . I • Jf ,111 ''r !1i !1 ' ( Ct~ oO ll: Q_ .... Q) .., • I as ..c ; u+-1 -c] . • ~o • en ~ ,, ' ~.., "? "' = = = ~ = = = ~ "'T'J G) C :::0 M • 0 EMERGENCY VEHICLE TURN-AROUND FIGURE 1 .1 ~.(8) MAIN ACCESS-~ ROAD 5 ES O O Cl t t l O OG! I I I I I WATERFRONT ACCESS ROAD FIGURE 1.2 ~.@ sr~oooi I u oooi MAIN ACCESS ROAD ' ' L a t\'\ ~ ~ \'\'\ ~~-EMERGENCY "" ' ACCESS\:'\ ~ t: ~~ '"" F'IRE ACCESS ----, ROAD \ ' ' ' / "" ' ' "" ' FIGURE 1 .3 \. ~~~~~ --80' ® "--- ' ' MAIN ACCESS ROAD ~----- 1.4 80' ® P.S.&E. ACCESS 20DD 111 7000535 D ",,~ "' ' ' "" ..... ....."-.......... ~ ' .. ,.,·---i-1 I ;r - \ \ \ \ \ \ \ \ \ \ ., \ <> \ ' d \ .,.., "' ..,., c::, c::, e ..,, ~ --G) C "" ;;:o Q "" fT1 '"" N N • • 0 \ "" = = '" ~-I 0 201 40• 80' FIGURE 2. 1 PEDESTRIAN ~--PROMENADE EMERCaCY ACCESS PLAZA "' EMERGENCY C VEHICLE ----TURN-AROUND = = 0 '"" "I! t"" > ~ '-" '-'-'-'-'- -'-'-~ ~) ,""-'-'-'-'- -'-'-{ '-,'-'-'-'-'- -'-'-~ '-'- ,'-""-" ""-" -'-'-) '-'-0 '-'-'-'--'-'-) '-'-,'-'-'-'-'---:::-'-'-'-,""-'-'-i.'-'-f -'-'-'\'. '-'-. ,""-'-~{>'--'-'-'-'-'-"-}-'-'--f ~'-'-)'-% -'-'-'- '-'-" '-'-'--'-'1'-'-::r""-'-'-' :--'-'-'-'-'-'-'-}-'-2f ' '-'-'-'-'-'--'-'---4'->'-~ '-'-'-'- '-'-}'-'-~ ;:-'-'-'--""-'" '-'--._ ' '-'-'-'- ;--.._'-'-'-~ .... ,"-,""-·~ "D"D !a l~ 1~ L, ~ .... ~ .,, 0 - ~ G),_, ~ co ~ :::0 t !:rt fTl ~ N ~ ~ • OD N~ 0 20' -40· 80' ® FIGURE 2.3 5-' PV~Jf§.}JJ.1\/!ilr01Y r I WATERF'RONT ACCESS ROAD ___ PEDESTRIAN ,-PROMENADE S £ S O O O l l LL a DOZ J-----l EMERGEOCY ACCESS .,, :;,i;;: r'l -< ""O s: z \ I. II \ 'I 11 ) I o..1 ' .,., ~, "' = = = ~ -~-- = = "" ,~ ~ ~ "'I, ~ '] \ ~ ~ };;: ~ \~ tJ ~ ~ ~ ~ ~ EMERGENCY VEHICLE TURN-AROUND FIRE '---~~ACCESS ROAD FIGURE 3.1 Iv\ ,.._ ' ' \C:;I O 201 ,40• 80' C, ,., = ,. ' FIGURE 3.2 ~ i I /0\ 0 201 40' 80' \<)I [ I ~\ F'IRE ACCESS---~ ROAD .Pl/d.E'7' 9£11/.J\/£1 .E:JVE.F.ldY FIGURE 3.3 i -j '® S£'i0DCI l, l ',O{j' "" . 0 201 ,40• 80' I I ' I MAIN ACCESS I ROAD UI I I I I I I i .\ CZ "'Tl -G) C :::a M I A M -< \ \ 0 t,.) 0 C!. ®~ -- --------. ~ .. Q .. --------. FIGURE 4.t P""-E I o 20· r so· ·------ .--------- WATERFRONT ACCESS ROAD rtb~ss ROAD "". .... ' "" .... RETURN Al>QBESS Puget Sound Ener,gy, Inc Attention· R/W Dep11rtment, OBC.11N •11 -1oa" Avanue NE Blfltevue, WA 9800. ATTN M L.ampmg REFERENCE# GRANTOR SOUTHPORT, LLC EASEMENT GRANTEE PUGET SOUND ENERGY, INC ORIGINAL SHORT LEGAL LOTS 3 and 4, SP LUA-99-134-SHPL, REC 20000131900006 ASSESSOR'S PROPERTY TAX PARCEL 082305--9216, 082305--9055 For and 1n consKieration of One Dollar ($1 00) and other valuable conslderat1on m hend paid, SOUTHPORT, LLC, a Wuh1r1gtan limited hab11tty company ("Grantor" herein), hereby conveys and warrants to PUGET SOUND ENERGY, INC, a Washington Corporatmn ("Granlee" herein}, for the purposes heretnaft~r set forth, a nonexolus1ve perpetual easement over, under, along across and through the following de8Cflbed real property (·Property" hereto) m KING County, Washington LOTS 3 AND 4 OF crrv Of RENTON SHORT PLAT No LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO 20000131900008, IN KING COUtnv, WASHINGTON Except as may be otherwise set forth harem Grantee's nghts shall be ekan::i5Bd upor, that portion of the Property ("Easement Area· herem) descnbed as follows An Easement Area :lcD.(10) feet 1n width l\avtng m.{fil feet of such width on each side of a centerline desc:nbed es follows SEE ATTACHED ExH1err .. A .. (AND AS MORE PARTICULARLY DEPICTED ON THE DRAWING MARKED EXHIBIT 11 8" ATTACHED HERETO AND MADE A PART HEREOF ) 1 Purpose. Grantee shall have the nght to construct, operate, mamtam, rep::11r, replace, improve, remove, enlarge, and use the easement area for one or more ubhty systems for purposes ofkansrrnston, d1stnbutson and sale of gas and electnt1ty Such system may include, but are not l1m1ted to Underground fac1ll11es Pipes, p1pellnes, mams, laterals, CQ[\ciutts, regulators and feeders for gas, condu1ls, l1nes, cables, vaults, switches and transformers fot electnclfy'; fi_ber optic cable and other lines, cables and facihbes for cornmllf'llcabone, semi-buned or ground-mounted fac1Jn1es and pad5, manholes, meters, fixturea, attachments and any artd• an i0ther fac1hbes or appurtenances necessary or conven18/ll lo any or all of the fon1go1ng Following the 1nillal construction of all or a portion of rts systems, Grantee may, from time to time, construct such addrt1onal fac1llt1es as 1t may requrre for such systems Grantee 5ha~ have the nght of access to the Easement Area over and across the Property to enable Grantee lo exercise 1ls nghts hereunder Grantee shall compensate Grantor for any damage lo the Property caused by the exercise of such nghl of access by Grantee 2. Easement Area Ckumng and Maintenance Grantee shall have the nght to cut, remove Mel dlSpose of any and all brush, trees or other vegetation 1n the Easement Area Grantee shall also have the nght to control, on a contmumg baStS and by any prudent and reasonable means, the estabbhment and growth of brush, trees or other vegatabon In the Easement Area . 3 Grantor'& Use of Easement Area Grantor reserves the nght to use the Easement Area for any purpose not inconstStent wtth lMe nghts heretn granted. provided, however, Grantor shall not construct or marnta1n any bulklmgs, structures or other objects on the Easement Area and Grantor shall do no blasting wittun 300 feet of Grantee's facibttes without Grantee's pnor wnHen consent UG Gal & Electnc Easemeol 11/1998 10701:2260 OP Map No 2DII 080 U-Map No 2305-JD ... "" "" C> Ct ,' '= ..., 4 Indemnity. Grantee agree$ to mdemmfy Grantor from and agamst hablbty 1ncurrecl by Grantor as a result of Grantee's negligence 1n the exercise of the nghls herein gtanted to Grantee, but nDthlng herem shall requrre Grantee to indemnify Grantor for that portion of any such hab1hty atlnbutable to the neghgence of Grantor or the negligence of o!hen,, 5. Abandonment. The nghts herem granted shaH continue until such time u Grantee oemes to use the Eaaement Area for a penod of five (5) successive years, m wtuch event, this easement shall termmate and air nghtl hereunder, and any improvements rema1rnng m the Easement Area, shall revert to or otherwise become the property of Grantor, provided, however, that no abandonment shaD be deemed to have occured by reason of Grantee's failure to 1rntiany mslall rts systems on the Easement Area Within any penod of time from the date hereof 6. SucceHor& and Assigns. Grantee shall have Iha nght to assign, appornon or otherw1&e transfer any or all of Jts rights, benefits, pnvileges and interests ansmg in and under this oosement WlthOut hmlbng the generahty of the foregoing, the nghts and obJ1gat1ons of the parties .shah mura to lhe benefit of and be bmdmg upon their respectrve successors and assigns f ' \ DATED th,:_· _\~r;_'.th_day of __ N~o_v_e.~rn_bec~~-· 2002 GRANTOR SOUTHPORT, LLC, a Waahington limited l1abTI1ty company BY SECO DEVELOPMENT, INC A Washmgton corporation BY~6~~~N~~~~E~,~~-,,,,~-HAE~------~L-P-.-CHR-,-.T---- Pre&ldent STATE OF WASHINGTON ) COUNTY OF KING l SS On thJS ( c:.,1'rdayof N OV«Y'l\?c.r:';;002, before me, the unden;rgned, a Notary Public rn and for the State of Washmgton, duly comn11ss1onecf and sworn, personally 111,ppeared MICHAEL P. CHRIST, to me known to be the Preslden1 of seco Dewlopment, Inc • as manager of SOUTHPORT, LLC, a Washmgton hrnted ka••bly company, that executed the within and foregoing mstrument, and acknowledged saKI mstnJmsnt to be t} l $ free and voluntary act end dead and the rree and volu~11 Qct end deed of'SOU11iPORT, 1..LC, for the uses and purposes there1n mentioned, and on oath stated that _h I ';;, was authonzed to execute the e:a1d 1nslrument on behalf of said SOUTHPORT, LLC, IN WITN~\ttll~). have hereunto set~and and ~I ~the yand yearflrst above wntfan ,,'~ ,':>P:, [. Co,,._, ~v ~<"' f ~OT~1',i,~ 19't~~~Nt?'> lo / I , n s $ ~ .,o. ..... , j (Pnnt or stamp mme of Notary) :,: -1.' "&Lt0 :; NOTARY PUBLIC u, and ~ the I;-of "; <"0 ,..,,,. 0~ ~ W8$h1ngton, ratldmg at 1Q nyt{J-e-~ ~ ,~. ..!.r§-~~ My Appointment ExP1res --1+' .c• -""':f-:;:._..p,4£"~'---,,.,,, .. .,..ASH\\"' \,, Notfty,seal, .w .. , .. ~be lrl&lde f" lllllrginl ... "' .... = = "" ..... EXHIBIT II A II THE CENTERLINE Of GRANTEE'S FACILITIES AS COHSTRUCTEO, LYING WITHIN THOSE PORTI <lfS OF LOTS J AND 4, CITY OF RENTON SHORT PLAT LUA-99-134 SHPL (SOUTHPORT SHORT PLAI), RECOHllED UH~ER RECORDING NIJ4BER 2000013190000&, RECORDS OF KING COUNTr, "°'SHINGTON, DESCRIBED AS FOLLOWS: THOSE PORTIONS OF LOTS 3 AND 4, CITY OF RENTON SHORT PLAT LUA-99- 134 SHPL (SOUTHPORT SHORT PLAT), RECORDED UNDER RECORDING NO. 20000131900006, RECORDS OF KING COUNTY, WASHINGTON, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF LOT C, CITY OF RENTON BOUNDARY LINE ADJUSTMENT LUA-98-176 LLA, RECORDED UNDER KING COUNTY RECORDING NO. 9902019014, BEING AN ANGLE POINT IN THE SOUTHERLY LINE OF SAID LOT 3, THENCE NORTH 43°07'07" WEST 119.14 FEET ALONG THE SOUTHWESTERLY LINE OF SAID LOT 3 TO AN ANGLE POINT THEREIN; THENCE NORTH 46°52'27" EAST 20.53 FEET ALONG HAID SOUTHWESTERLY LINE; THENCE LEAVING SAID SOUTHWESTERLY LINE NOR1'H 43°52 '44" WEST 294.71 FEET TO THE NORTHERLY LINE OF SAID LOT 4/ THENCE NORTH 84°16'25 11 EAST 18. 78 F"EET ALONG SAID NO~THERLY LINE TO THE NORTHWESTERLY LINE OF SAID LOT 3; THENCE NORTH 48°48'36" EAST 62.73 FEET ALONG SAID NORTHWESTERLY LINE TO THE NORTH LINE OF SAID LOT 3; THENCE SOUTH 88°48'46" EAST 480.02 FEET ALONG SAID NORTH LINE; THENCE SOUTH 23°58'34" EAST 164.69 FEET TO THE SOUTHERLY LINE OF SAID LOT 3; THENCE SOUTH 75•44'38" WEST 10.15 FEET ALONG SAID SOUTHERLY LINE; THENCE NORTH 23°58'34" WEST 154.40 FEET; THENCE NORTH 89°10'34" WEST 275.49 FEET; THENCE SOUTH 65'19'39" WEST 25.76 FEET; THENCE NORTH 88°25'24" WEST 175.91 FEET; THENCE SOUTH 46°52'40" WEST 34.83 FEET; THENCE SOUTH 43°07'20" EAST 345.47 FEET; THENCE SOUTH 29°50'42" EAST 70.15 FEET TO SAJD SOUTHERLY LINE OF LOT 3; THENCE NORTH 82°49'09" WEST 39.66 FEET ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. THE EASEMENT PARCEL DESCRIBED ABOVE CONTAINS 22,978 SQUARE FEET (0.53 ACRE), MORE OR LESS. SITUATE IN THE CITY OF RENTON, KING COUNTY, WASHINGTON. SECO DEVELOPMENT, INC. SOUTHPORT WILLIAM A. HICKOX, P.L,S. BRH JOB NO. 99036.10 OCTOBER 18. 2002 REVISED OC'rOBER .24, 2002 BUSH, ROED & HITCHINGS, INC. 2009 MINOR AVENUE EAST SEATTLE, WA 98102 (206) 323-4144 a ,'<, .t,,.li;J, .,<t, 1;· !<'-1.,, .. ·"-s- '\f& /"'Z.tA / ~ /~ ~ -~ ~., /?' ~ ~ /,f /;~ / 2002 120 50ll0S21 EXH18IT •s• 1,.of 3 4() SCALE ~ ' :!O 0 1"; 40' 40 "'FEET C\I ' ,._ i:i 0 ~ ...J z ( ~I- "'~ S43"0T20"E ·~·r________ ,ii"'.,.tt. 'd'& ,1 ---------. • -,• < C ----\.--------------------------- ~,:. ----------~\Sty. ~ °'L--1----------..'i "#' t.O, .1•. \ N43"52"44-W 2.94 7~ I" £ N'B4 "16'25~E IO $S f~ 1,.0f 4 ~!-----::,...=vr=orw=--=,19=.1•""· ---;~:.__ ____ _ ii POB ~ :::::::: BRH BUSH, ROED & HITCHINGS, INC. CML ENGINEERS & LAND SURI/EVORS 200SMIHOR AVE. E {206) 323-4144 SEATTLE, WA 98102-3513 BRH J06 t10 99036 09 10-24-02 1,.0f P. ' GAS/POWER EASEMENT SKETCH PREPARED FOR: SECO DEVELOPMENT, INC. SOUTHPORT PROJECT -RENTON, WA SHEET 1 OF 2 ~ .. 2G02 120 S00052i EXHIBIT •911 ~~ \ "" <#!~,~.;-------------N89"1<Y34"W-27549,------------, \ I see·45·45NE 49002' , wr• ________ __..,.. .. ~ \ \ Ill NB8"25'24-W 175 91' \ \ ,;, ' \ ' ;;:; \ \ J \ al N \ \'!'> ~1 i \"-:I t~ '~-~\ ,~. ~\ "' Lor s i\ ,~ 40 20 0 40 ~ \1.. Jo·ZJl-az.. ~ :::::: BRH BUSH, ROED & HITCHINGS, INC. CIVIL ENGINEERS & LAND SURYE\'ORS 2009 MINOR AVE.. E. (206} 323-4144 SEATil.£, WA 98102-3513 BRH JOB NO 99038 09 10-24-02 SCALE N FEET P\ \ 1" e 40' 'E,\ \ \ \ \' S75"44'38"W \ \ 1015·......._ , \ Lor c / GAS/POWER EASEMENT SKETCH PREPARED FOR: SECO DEVELOPMENT, INC. SOUTHPORT PROJECT -RENTON, WA SHEET 2 OF 2 20060612000001.:: RETIJRN ADDRESS: Puget Sound Energy, Ii AA ,t. Attn: ROW (1epartment VIV 80C1 I • z.1 "' 'f+ Ke.-, t I V-./A 1Ao $.2- 1111~11 l 1111~1 II ~ I~ I 20060612000001 PUGET sou,m "" EAS ... ee l>AGHOI OF 003 .. , •• , •••• 08:3& KING COUNTY, YA EASEMENT (customer form) ORIGINAL OP or U MAP NO: _______ ,JOB NO: m'ftJJ(, J 35: For and in consideration of One Ootlar ($1.00) and other valuable consideration ln hand paid, i in C t So th t LL-C.. 1,!hd ,J?;,LftND LLC. re. rein), .successors end asslgls hereby conve~ and warrants to PUGET SOUND ENERGY, INC., a Washington Corporation ('Grantee" herein), its succes5or'S and assigns for the purposes hereinafter set forth, a nonexclusive perpetual ease~l')l over, under, along, across and through tne following described real p._rty ('Property" herein) in 11,J N 17 County, Washington: SEE EXHIBiT "A"' ATTACHED HERETO AND BY THIS RE.FER.ENCE MADE A PART HEREOF. EASEMENT LOCATION: ~t as may be otherwise set forth hereind Grantee's rights shall be exercised upon that portion of the P~erty (the •easement Area" herein} that Is ten (1 ) feel in widtn having five (51 feet of such wl.dth on each side of the centertine of Grantee's ~terns located as constructed or to be oonstruct~~~extended or relocated on the t'rqpertv, except those portions of the Property ooeup!ed by existing buhorng footings, foundations, andfor subsurface structures. 1. Purpose. Grantee shall have the right to use the Easement Area to construct, operate, maintain, repair, replace, Improve, remove, and enlarge one or more utility systems for pwposes of transmission, distribution and sale of gas and electrlclty. Together with the right of aocess over and across said Property to enebJe Grantee to exercise its rights hereunder. ft.J:. used herein, the 1enn 'systems• Shall Include all appurtenances and facilities as are necessary, in the judgment of Grantee, for the operation and maintenance of said systems. 2. Grantor's Uee of ~ Area. Grantor agrees not to erect any structures on .sald Easement Area, and furttier agrees not to place trees, rockeries, fences or other obstructions on the Property that would Interfere wilh the exerclse of Grantee's rights herein. DATEO this r; fl,, day of M tA :J , 200t; GRANTOA: BY: BY: Gpe c 1" I M tt fl It Je r, ;J?, L/WD ;,.. LC;. Gr;~! ;rt: 5'?4-011;16'5' I 5Ztl?WJ /J~ Io/-' 3 Cust fonn 8/2000 tfOTE: S1(;NAT1,JllE$ARE AEOUIRECI o, Al.I. Cl>OWNERG OF PROPIRTY 20060612000001 .• ;--. - STATE OF WASHINGTON I COUNTY OF \LIN b. l ss On !his i;,-h-day of MO.~ , 2od1, before,IT'C.~L'.\ry ~u~ndfortho State of Washmgton, duly commissioned and sworn, rsonally appeared k , I £1 , t~nown to be the lndivldualt~ executed the within and foregoing instrument. and acknowledged that eigned the same as free and voluntary act and dead fur' the uses and purposed therein mentioned. \\\\\11111t1111 ,,, cOll/Jy ,,,. GIVEN under ~~~1 ~I this hereto affixed the day and year In thls cer1iflcate first above written . .:-o,./,~ q. ~ :::,,_,,~Mr' " X L ~ : -.J f§ .~? ,.-\ 5 E -d4J&.. -• -0 11--\ h_Pu\l"'.. .. ,;,,f§ CvLLI N ~ ~~ 'l~.t-9..,~.,:, {Print or stamp name of Notary) ,,,,;,'1ioriJr,,.~,,,~ NOTARY PUB~ lntae! tyJthe State of Washington, '''"'•"''\\ residing at •n . My appointment e~res I I • L ,._, • r i Nair/ 1&11, 18111 aod IIII IIOlalions 4\1111 be lr1$111t 1" ...._rs,ns (CORPOAATl:~ $TATE OF WASHINGTON ) )SS COUNTY OF ) On !his ___ day of , 2005, before me, the undersigned, a Notary Public in and tor lhe Stata of Washington, duly commissioned and s.wom, personally appeared to me known to be the person who signed as , o1 the corporation that executed the within and foregoing Instrument, and acknowledged said lnstrument tQ be his/her free and voluntary act and deed and' the lree and voluntary act and deed of for the uses and purpot.es therein mentioned; and on oath staled thal --was authorized to execute the said instrument on behalf of said IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above wrttten. (Print or stamp name of Notary) NOTARY PUBLIC in and forlhe State of Washington, residing at My appointment expires Ndary~, tu! and all noldon$mllll bD flllkle 1• m~ { .611GU: llll't'IRENT"Tl'VE CN'IDfV) STATE OF WASHINGTON) ) ss COUNTY OF ) On this day of , 2005, before me, the undersigned, a Notary Public in and for the state of Washington, duly COIM'llssloned and swom, personally appeared and ,to me known to be the indtVidual(s.) who signed as of the that executed the within and foregoing Instrument, and acknowledged .said instrument to be hit/her free and volunlary act and deed and the free and voluntary act and deed of for the uses and purposes therein mentioned; and .on oath stated that W88 authorluw:J lo execute the .. id inst11..1mant on behalf of sak! -·· IN WITNESS WHEREOF I have hereunto set my had encl official seal the day and year fir$1: abov.e written. 611s!o1 IL &'(OtMa5/ 5"/it,l! (Print or stamp name of Notary} f 041 J. !Jf'3 NOTARY PUBLIC in and tor the State of Washington, rasldlng at My appointment expires Notary ...i, IOI. arid iU IIQtMlonJ ~ tie INIOe ,. "*'1in& C\J5t fonn &/2000 EXIIlBIT "A" Lot 3 of City of Renton Short Plat No. LUA-99-SHPL, according to Short Plat recorded Jannary 31, 2000 under recording No. 2000013900006, in King County, Washington. Situate in the County of Kiug, State of Washington. Brislol Jl S840161J:5 / :59860 Page 3 of3 20060612000001. ,:.,:. RETURN ADDRESS: Puget Sound Energy, Inc. Attn: R/W Department {K. MCGILL) PO Box 90868 / EST•06W Bellevue, WA 98009 REFERENCE #: EASEMENT GRANTOR: TAHOMA SCHOOL DISTRfCT NO. 409 GRANTEE PUGET-SOUND ENERGY, INC. SHORT LEGAL:· 'Portion ors 1/2 OF SEC 23 & N 1/2 OF SEC 26, ALL IN TWN 22N, RNG 06E ASSESSOR'S PROPERTY TAX PARCEL: 262206,9047 20060612000001.:: For and in consideration of One Dollar ($1.00) and other valuable consideration In hand ~ld, TAHOMA SCHOOL DISTRICT NO. 409 ("Granter-herein), hereby conveys and warrents to PUGET SOUND ENERGY, tNC.1 a Washington Corporation ("erantee" herein), for the purposes hereinafter set forth, a nonexclusive perpetual easement over, ·under, along, across, end through the followlng described real property ("Property" herein} in KING County, Washington: SEE ExHIBIT uA11 ATTACHED.HERETOAHD BY THIS REFERENCE INCORPORATED HEREIN, Except as may be other.vise set forth herein Grantee's rights shall be exercised upon that portion of 'Lhe Property {"Easement Area~ herein) described as foUows: An Easement Area 10 feet in width having 5 feet of such width on each slde of a centerl.ine (leseribeel as follows: THE CENTERLINE OF GRANTEE'S FACILITIES AS NOW CONSTRUCTED, TO BE CONSTRUCTED, RELOCATED OR EXTENDED, LYING WITHIN THE ABOVE DES CRIB Ell REAL PROPERTY. 1. Purpose. Grantee shall have the right to construct, operate, maintain, repair, replace, improve, remove, enlarge, and use the easement area for one or more utility systems for purposes of transmission, distribution and sale of eiectriclty. such systems may lnellida, but are not limited to: ti Underground fac1Jftlea. Condutts, Hnes, cables, vaulis, swltches and transformers for eJectricity. fiber optic cable and other lines, cables and faclllties for communieatlons; semi-buried or ground- mounted facllltles and pads, manholes, meters, fixtures, attachments and any and all olher facirlties or appurtenances necessary or convenient to any or all of lhe foregoing. Following the Initial construction of ell or a portion of its systems, Grantee may, from time to time, construct such additional facilities es it may require for such 1;;ystems. Grantee shall have the right of access to the Easement Area over and across the Property to enable Grantee to exercise its right.e hereunder. Grantee shall compensate Granter for any damage to fhe Property caused by the exercise of such right of acce$S by Grantee. 2. Easement Area Clearing and Maintenance. Grantee shall have the right to cut, remove and (lispose of any and all brush, trees or other vegetation in the Easement Area. Grantee shall also have lhe right to .control, on a continuing basis and by any prudent and reasonable means, the establishment and growth of brush, trees or olher vegetation In the Easement Area. 3. Grantor's Use of EHoment Area. Grantor res8fVes the right to use the Easement Area for any purpose not incorn;i$lent: with the rights herein granted, provided, however, Granter shall Mt construct or maintain any buildings, structures or other objects on lhe Easement Area and Grantor shall do no blasting within 300 feet of Grantee's facilities without Grantee's prior written consent. 4. lndemntty. Gl"SritEie agrees to indemnify GrantoT frorri Bnd against llablUty ii n.::urred bY Grar;tor es e rest...<\l of Grantea'ti negllgen08 in the eX81'Clse of the rights herein granted 1o Grantee, but nothing herein shall recp.Jlre Grantee to Indemnify Grantor for that portion .of any such llablllty attributable to the negligence of Granlor or the negligence of others. 5. Abandonment. The rights herein granted shall continue until such time as Grantee ceases to use the E.asement Area for a period of five (5) suocesslve years, in which event, this easement shall termlnate and all rights hereunder, and any ·improvements remaining In the Easement Area, shell revert to or olherwlse become the property of Grantor; provided, however, that no abandonment shall be deemed to have occurred by reason of Grantee's failure to lnffial!y install Its systems on the Easement Area within any period of time from the dale hereof. UG Electric 1111998 105037678-CEDAR RIVER WATER ANO Sl=WER Page1 of2 '" 20060612000001 ::e_:· 6. Suecessors and Assign$. Grantee shall have the right to assign, apportion or otherwise transfer any or all of its rights, benefits, privileges and interests arising In and under this easement. Without limiting the generality of the foregoing, the rights and obligations of the parties shall Inure to the benefit of and be binding upon their respective successors and assigns. DATEDthis __ J_'--j~ __ dayof __ ~(Y)~~C?=r~c-YJ~------''2006, GRANTOR: TAHOMA SCHOOL DISTRICT NO. 409 BY:~ rrs:~---~--~--~ STATE OF WASHINGTON COUNTY OF kJJ1{j / j: ) ) ss ) , 2006, before me, the undersigned, ~c:==-i..~ct:::;:''."-~c--oom=::m:,1,:-ss:;i-con::ecod and sworn, personally appeared , to me known to be the person(s) who signed as .S. , of TAHOMA SCHOOL DISTRICT NO. 409.,_ the corporation that executed the within and foregoing Instrument, and ackllOWledged said instrument to be free and voluntary act and deed and tne free and voluntary act and deed of TAHOMA SCHOOL DISTRICT NO. 409 for the uses and purposes there!l'I menlloned; and on oath $\ated that~ was authorized to execute the said instrument on behalf of said TAHOMA SCHOOL DISTRICT NO. 409. JN WITNESS WHEREOF I have hereunto set my hand and official saaJ the day and year first above wrttten. (Print or stamp name Of Notary) UG Electric 11/1998 105037678 -CEDAR RIVER WATER AND SEWER Page 2 of 2 . "' Exhibit A . -· :. ,-,.~:·"""'. ---·--:.-·': ·:.'.'.,·,--·-- . 1ttosE: PORTIONS OF lHE SOUTH HALF OF SECTION 23 AND THE NORTH HALF OF SECTION 26, AU. IN TOWNSHIP 2:? NORTH; RANGE 6 E'AST, ·w1U.AMETTE MERIDIAN, IN KING ·couNT'(, WASHINGTON, D'5CRl8EO Af!, FOLLOWS: . · · ,: COMMEN.CING .AT. THE NORlliEAST CORNER Of SAID SECTION 26; THENCE NORTH· 89'08'19" WEST ALONG A LINE BE1WEEN THE NORTHEAST AND NORTHWEST CORNERS OF SAID S!i'.CTION 26, A DISTANCE Of 866. 70 f'EET TO THE NORTHERLY MARGIN OF SOUTHEAST SUMMIT-\ANDSBURI, ROAD (LAKE WILDERNESS -OANVILLE RON) R~N. SURVEY No. 1930o), AND TO THE POINT OF BEGINNING; 'll-lENCE SOUTH 58'47'15" WEST Al.ONG THE SAID NORTHERLY MARGIN, A DISTANCE Of' 983.61 FEET TO A POINT OF CURVATURE, THE RADIAL CENTER OF WHICH BEARS NORTH 31'12'45" WEST· THENCE ALONG' A CURVE TO THE° RIGHT, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 789:02 FEET, THROUGH. A CENTRAL ANGLE OF 29' ~·oo; AN ARC DISTANCE Of -407.16 FEET TO THF.: POINT Of TANGENCY OF SAID CURVE; THENCE SOUTH 88'21'15" WEST ALONG SAID NORTHERLY MARGIN, A DISTANCE Of 1333.B 1 F'EET; . THENCE .NORTH D0'49'56" EAST. A DISTANCE OF' 437.85 fEET;' THENCE NORTH 39'3,'.5'19" EAST, A DISTANCE 'IIF 336.22 FEET TO A POINT ON SAID- . LINE BETWEEN THE NORTHEAST AND NORTHWEST CORNERS OF SECTION 26, DISTANT 2071.26 FEET FROM SAID NORTHWEST CORNER; . THENCE CONTINUING NORTH 39'33'19" tASi, A DISTANCE OF 952.71 FEET; · "~ NORTH 24'01 '«.• EAST, A DISTANCE . Of' 340.85 FEET: THENCE'"•sourH 69"08'19" EAST, A DISTANCE OF 1451.69 FEET; THENCE S0U1fi'31'12'45" EAST, A DISTANCE OF 980.07 FEET TO THE NORTHERLY ·MARGIN OF Slil() ,ll()UTHEAST SUMMIT-LANOSBURG ROAD; Jl:l~blf:E SOUTH 56":17'15' Wf;$T ALONG SAID NORTHERLY MARGIN, A DISTANCE OF 426;4$, FEET TO l'ttE POINT,br,SEOINNING. . · . . . 105037678-CEDARRIVER WATER AND SEWER 58202 Pg. 3/3 ' ' 20061031000480.:: Retum Name and Address: Company ATTN: Busiuess Services Group 4020 Auburn Way North Aubum, WA 98002 111111111111111 20061 31000480 eo"CAST E11S aa.ee PAGEMI OF 117 1e1a112eee et::iz KING COUNTY, WA lease mint or tvne information p Document Title(s) 1. Memorandum of Easement-Bristol II at Southport 2. Grantor(s) I. Seco Development 2. 3. Grantee(•) 1. Comcast of Washington IV, Inc. 2. 3. Legal Description (abbreviated: i.e. lot, block, plat OR section, to-..mhip, range, qtr.) SE 12 22N 04E I ':ll I Additional legal is on page "'.1-of document. Assessor's Property Tax Parcel/Account Number 77S980 0030 D Property Tax Parcel ID is not yet assigned. D Addifunal parcel numbers on page of document. The Auditor/Recorder will rely on the information provided on !he fonn. The staff will not read the document to verify the accuracy or completeness of the indexing infonnation. EXCISE TAX NOT RE(lU!RED King Co. Records Division BY. dv\ I ~' ...J\ Deputy ()I\"' J!O .H (VI 111'911' RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Comcast of Washington, IV., Inc. P0Box97007 Redmond, WA 98073-9707 Attn: Business Services Group EXHIBIT A GRANT OF EASEMENT 20061 03100041'1(1. ,=,,-•. This Grant of Easement (the "Easement'') dated this 2lo_ day of mo.A . ..j , 2006 by and between Comcast of Washington, IV., Inc., its successors and assign~, hereinafter referred to as "Grantee" and Building C at Southport, LLC and JSLAND LLC, hereinafter referred to collectively as "Grantor". Grantor and Grantee are parties to a Services Agreement dated 6 \2LQ I Dl(l , pursuant to which Grantee provides certain broadband communications services to the Premises commonly known as BRJSTOL II located at 1133 Lake Washington Blvd N, Renton, Washington 98056. In consideration of One Dollar ($1.00), Grantor(s), owner(s) of the Property described below, hereby grant(s) to Grantee, its successors and assigns, a nonexclusive easement in gross and right-of-way to construct, use, maintain, operate, alter, add to, repair, replace, reconstruct, inspect and remove at any time and from time to time a broadband communications system (hereinafter referred to as the "System") consisting of wires, cables, pedestals, vaults, and other appurtenant fixtures and equipment necessary or useful for distributing broadband services and other like communications in Owner provided conduit/sleeve/raceway system and within designated telecom rooms, in, on, over, under, across and along that certain real property (the "Property") located in County of KING, State of Washington described as follows: LEGAL DESCRIPTION: (See Attached Exhibit B) Grantor(s) agree for themselves and their heirs and assigns that the System on the Property shall be and remain the personal property of the Grantee and may not be altered, obstructed or removed without the express written consent of the Grantee. The Grantee, and its contractors, agents and employees, with prior notification to City or Owner as may be applicable, shall have the right to trim or cut roots which may endanger or interfere with said System and shall have free access to said System and every part thereof, at all times for the purpose of exercising the rights herein granted: provided, however, that in making any excavation on said Property of the Grantor, the Grantee shall make the same in such manner as will cause the least injury to the surface of the ground around such excavation, and shall replace the earth so removed by it and restore the area to as near the same condition as it was prior to such excavation as is practical. This easement shall run with the land for so long as Grantee, its successors or assigns provides broadband service to the Property unless otherwise terminated by the parties as set forth in the Agreement Executed this 1-4' day of_~ri\p.;--'--"''-"'c..i\~--' 200 Je._. I WITNESS/ATTEST: ~X--~ By: _________ _ Its: --------- OWNER: BUILDING CAT SOUTHPORT, LLC . By: SECO Holdings, LLC, its member JSLAND,LLC By: Building C at Southport, LLC, its Special Purpose Manager By: SECO Holdings, LLC, its manager Ei J!; ,, 20061031000480.:: ·~stt.'1;ii~~.h.--=.>:l,~ll<IUllll!.-IF!f'l1•1!1'>';W<:1WIMR"n"~"~-=-,,...,. ·~~~,.:r;•·---""w~ . ",, ,,.: .. : ::·;.,·:~ ____ ·_ ····------~------. '1-------·--·· .. --·------ l! ·I COMPANY: COMCAST OF WASHINGTON IV, INC. By:~~~~~~ Ken Rhoad~, VP -South Puget Sound East ! I ' ' t~~,;;;:,~;c;;,m~t\llffl!!l11!dl!=;,apitlfl'!"-~~ .... ~~:;:r':.'r·:::=::,~~::::;;:-:"':"·-~-.-···- STATE OF W/'r-_______ COUNTYOF_K_l_N_~~- ) ) ss. ) 20061031 0004!!0. ::::_:· OWNER NOTARY The foregoing instrument was acknowledged before me this 2...//h day of AAOv~ , 2006 by Michael P. Christ, president of SECO Development, Inc, mfulagd SECO Holdings, LLC, member of Building C at Southport, LLC, on behalf of Building C at Southport, LLC. He is personally known to me did not take an oath. STATE OF __ W._A __ _ COUNTY OF _...._/(....:.../_rJ_t/-'--- ) ) ss. ) h1AJA_x_~ [,.o CL I N $ Notary Public (Print Name) -fh A 1 The foregoing instrument was acknowledged before me this 2 ~ day of JVL it~ , 2006 by Michael P. Christ, president of SECO Development, Inc., manager SECO Holdings, LLC, member of Building C at Southport, LLC, special purposes manager of JSLAND LLC on behalf of JSLAND, LLC. He is personally known to me and did not take an oath. t.. • ..u''"""~ Witness my '.'('IN"@,l®!Lq; seal. ,, \..,• ........ ~ ,,. .:,0: ~ .•~\ON EXp°l9•~ ',, ' ,._,. •"{:; ""-·· "#I' ~~·~ "AR """·· !. ~ ..,1'" o·' ,... \ -... 0~ •-?'-= .v"" ..... :o= ' = : ,,,, C, ;,_: ":. in\.,, Pue,\." l c,-~ ~ \J'1,. • ..o6 •' _s ' .,,_ ..... ""9' ~... 't1-'l9 ···-~'"' ~,. 'Jii, ........... ~'. "' ,,,, OF ;Ni,: ,,,, My commission expires~'111 11>l 1'~?-D /i, ____ U>_L_u_rJ_l5_ Notary Public (Print Name) r~-·.w·~.i!i.\!!!!!?!!:!!:,;.~~!:~!!!~!!:!!~!!!'"~':!-"""~'"'';"""',,,.-_,,.....,.,, .. !:'•"'·-"'""'~=,-:-~~::.,:: .. ~:.,::cc,::l~~::.~~::;;;~_·:;· ,, ti iJsTATEOF WA ) ii )ss. COMPANY NOTARY Ii coUNTY oF KING J a l!i The foregoing instrument was acknowledged before me this _J£_ day of~ . j 200.k_ by Ken Rhoades , of Comcast of Washington, IV .• Inc., on behalf of the j: corporation. He/She is personally known to me and did not take an oath. ll Ii Wj_~~}h'+l~d and official seal. ,r ~..... 15" At ,,, i!r ~ \..: ... ,"'"~\11,~0..:"11. l' -_.,...__. ..... o.-,~ ~ Ii ff /.,0 \\Ot4_ ~\~ ~ M -C., i °'?. ... ~.-~ "i :; -:; ... -•::::• ., p, ,,, --, :.:: .. • ... ot~ ., ·~I "'-J): ~-~ .1. ltiS -f ~ -t ~~ ..,.Ll" ff E i, ~ ~ :ii, .. 0. .:, -l. ~ o ,,,,, "·08 #' ~ :: ).[·. ,;,, ~ ,..~'•""'"''''"" ~o .;f" '1 J, V !' My Cocifu{:.V.&HI~~ f.,-1 ,. If I ' l'lfi'(t,"'"""'~~. ~; d~~ ltfA. Q..._Ch/t Notary Public (Print Name) 200610310004130. ·:··" 2oos10310004!lnc··· ~v"'-""'"C"11~;.;;;:.r;;-,.,iH!li!'l!~~~~W'l'!~'="~=.,.=~·r-n-,-,·.-,-_-.-:,·.c .. :··.·:-c,··· .. ···-----····---.----------·-·- \! GRANT OF EASEMENT ~! Exhibit B !! LEGAL DESCRIPTION ~} 11 BRISTOL II 1! I' 1133 Lake Washington Blvd N, Renton, WA ,I ~; :-1; ll Quarter,Quarter,Section, Township and Range: _N_W_0'--'8~2~3_N~O...c.5...c.E _______ _ !! Parcel or Tax Account Number(s): _0'--'8-'--2"--30'--'8-'--9-'-'05c..c5 ____________ _ fili ii Plat Name: \~ n; j, STR 082305 TAXLOT 55 LOT 3 OF CITY OF RENTON LOT LINE ADJUSTMENT NO 11 LUA 99-134-SIIFL R!:CORDING NO 20000131900006 B!:ING PARCEL B or CITY or 1' RENTON LOT LINE ADJUSTMENT NO LUA 98-176 LLA RECORDING NO 9902019014 i: BEING A PORTION OF GOV LOT l IN NI.T 1/4 OF S!:CTION 06-23-05 LY NLY & l' I.TLY OF BURLINGTON NORTl!!:RN RAILROAD CO R/1.T !: ra: I? it' N ;\( Ji tt g{ f; ~i lj ~! jj .- WHEN RECORDED RETURN TO, . Thomas W. Read Alston, Courtnage & Bassetti LLP 1000 Second Avenue, Suite 3900 Seattle, WA 98104-1045 20070423001830.:: ~ii I cg,.1.111~ i'IEl'IO 36. te 84/23/2087 14 "4 KlNG COUNTY " 4 , WA Document Title: MEMORANDUM OF LEASE AND PURCHASE AND SALE AGREEMENT Grantor: JSLANDLLC Grantee: BUILDING CAT SOUTHPORT LLC Legal Description: Abbreviated Legal Description: LOT 3, RENTON SHORT PLAT NO. LUA-99- 134-SHPL Full Legal Description: See Exhibit A attached. Assessor's Tax Parcel Nos.: 082305-9055-05 Reference Nos. of Documents Released or Assigned: N/ A ·----------- MEMORANDUM OF LEASE AND PURCHASE AND SALE AGREEMENT This Memorandum of Lease and Purchase and Sale Agreement is dated as of ))o.ril,,. 2.. , 2007, and is by and between JSLAND LLC (''Grantor"), and BUILDING C AT SOUTHPORT LLC ("Grantee"). 1. Agreement. Grantor and Grantee have entered into a Lease and Purchase and Sale Agreement dated July 1, 2004 (the "Agreement"), for the lease and the purchase and sale of 3!29\022:02/27/07 .J: MEMO OF LEASE AND PSA2 TREAD\SECO DEVELOPMEN1iSOUIBPOR1\BUILDING CAT SOUTHPOR'N.ANDWEER EXCHANGE ' 20070423001 R:;11) ,:,,-.•. Grantor's undivided thirty-five percent (35%) interest as a tenant in common in the real property described on attached Exhibit A. 2. Tenn. The Grantee is leasing the property, and has the right to close its purchase of the property, until May 15, 2014, or such earlier date as is described in the Agreement. 3. Purpose. This Memorandum ·is prepared for the purpose of recordation only, and does not modify the Agreement in any way. SELLER: BUYER: JSLANDLLC BUILDING CAT SOUTHPORT LLC By: SECO Holdings, Inc., its member By: SECO Development, Inc., · manager 3 I 291022:02/27/07 -2-MEMO OF LEASE AND PSA2 TREAD\SECO DEVELOPMENJ\SOUTHPORnBUILDING C AT SOUTHPORT\LANDWEER EXCHANGE 20070423001 l'l~I). i,i, STATEOFWASHINGTON) COUNTY OF \l.lNb. ;ss. On this \'L, day of Mr;:ln:h 2007, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and swofl! personally appeared j11,W'le,e,.. 4,n.dw«.C ,knowntometobethe M-Ur\loev' of JSLAND LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WIINESS my hand and official seal hereto affixed the day and year in the certificate above written. \\\\\II l II H If IJ t ,,\ co 1111 ,,,, f>. \., Lt ,,,_ ~'¢.C:J .. -~,·si'tOii~~.: 1,-~ h.&At_~ Signature ~/o~ ~·-~ I f 0 ~oTA1?r~\ % L. Co1l1'""'s % \_ PlJBL\C .J ~ 1 -Pnn-.-t-N-am_e _________ _ ~ c.P.,),\ O /~O ~ Y LIC . and fi ·\ -Y;/!.!:~.~;~~:.··~c.,? NOT AR PUB m or the State of 11,,1 OF WA'i>~\ ,,,-:; Washington, residing at Bc,1 t:r,,eU . 1 ' 11 111111111111111'' My commission expires \\·bl ·(O 3129\022:02/27/07 -3-MEMO OF LEASE AND PSA2 TREAD\SECO DEVELOPMEN1\SOUTflPORliBUIWJNG CAT SOUTHPORTI.ANDWEER EXCHANGE STATE OF WASHINGTON COUNTYOF-'-!C-_IN_~~ ) ) ss. ) 20070423001830.:: On this 'k,..&..day of MP1 rch 2007, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn personally appeared Michael P. Christ, known to me to be the President of SECO Development, Inc., the manager of SECO Holdings, Inc., the member of BUILDING CAT SOUTHPORT LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WI1NES S my hand and official seal hereto affixed the day and year in the certificate above written. 3129\022:02/27/07 -4-MEMO OF LEASE AND PSA2 TREAD\SECO DEVELOPMENT\SOUTHPORnBUILDING CAT SOUTHPORnLANDWEER EXCHANGE PARCEL A: EXHIBITA LEGAL DESCRIPTION 20070423001 fl~!)-~::_:· LOT 3 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134--SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHJNGTON. PARCELB: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED 1N INSTRUMENTS RECORDED UNDER RECORDING NOS. 6201855 AND 6317510, IN KING COUNTY, WASHINGTON. 3129\022:02/2 7/07 -5-MEMO OF LEASE AND PSA2 TREADISECO DEVELOPMENT\SOUTHPORnBUILDlNG CAT SOUlliPORT\LANDWEER EXCHANGE After Recording, Return to: David H. Rockwell STOEL RIVES LLP 600 University Street, Suite 3600 Seattle, WA 98101-4109 Loan No. 89459 SPACE ABOVE LINE FOR RECORDER'S USE ONLY SUBORDINATION OF LEASE AND PURCHASE 20080707001036.001 AND SALE AGREEMENT /JLS,,3lf-~<tbfWAI (King County, Washington) 1ST AtA 6) Reference Nos. of Related Documents: 2IJ(}g()7& 7CJcJ/03'S"" (Consent to Transfer and Loan Assumption and Modification Agreement; :uJCl3tJ7tJ7oo/t>:?d (Deed of Trust, Security Agreement and Fixture Filing); and 20070423001830 (Memorandum of Lease and Purchase and Sale Agreement) Grantors: Grantee: Abbreviated Legal Description: JSLANDLLC BUILDING CAT SOUTHPORT, LLC MONUMENTAL LIFE INSURANCE COMPANY Lot 3, SP No. LUA-99-134-SHLP, Rec.20000131900006 Complete legal description is on Exhibit A of this document Assessor's Tax Parcel No.: 082305-9055-05 Seattle-3430213.1 0027988-00543 ] SUBORDINATION OF LEASE AND PURCHASE AND SALE AGREEMENT 20080707001036.002 NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST IN THE SUBJECT PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. This Agreement is made as of the ·14P day of July, 2008, by and among JSLAND LLC, a Washington limited liability company ("Grantor"), BUILDING C AT SOUTHPORT, LLC, a Washington limited liability company ("Grantee"), and MONUMENTAL LIFE INSURANCE COMPANY, an Iowa corporation ("Lender'). RECITALS A. Lender has funded a loan (the "Loan"} evidenced by that certain Secured Promissory Note dated August 7, 2006 (as may be from time to time renewed, extended, amended, supplemented, modified or restated, the "Note"} payable to the order of Lender in the original principal amount of $54,000,000. The Loan and all obligations and liabilities set forth in the Note are concurrently herewith being modified and assumed by the Grantor and Grantee, as tenants in common ( collectively, the "Borrowers'') pursuant to the terms and conditions set forth in that certain Consent to Transfer and Loan Assumption and Modification Agreement of even date herewith executed by Borrowers and Lender and recorded with the Department of Records for King County, Washington under the Recording Number referenced on page 1 hereof. The Note is secured by, among other things, that certain Deed of Trust, Security Agreement and Fixture Filing of even date herewith (the "Deed of Trust") granted by Borrowers for the benefit of Lender and recorded in said County and State under the Recording Number referenced on page I hereof, encumbering certain real property and improvements located in the City of Renton, King County, Washington, and more particularly described on Exhibit A attached hereto (the "Property"). B. Granter and Grantee have entered into a Lease and Agreement and Purchase and Sale Agreement dated effective July 1, 2004 (the "Lease and Agreement"), for the lease and the purchase and sale of Grantor's undivided thirty-five percent (35%) interest as a tenant in common in the Property. A Memorandum of Lease and Agreement and Purchase and Sale Agreement dated as of March 2, 2007, was recorded in the real property records of King County, Washington, under Recording No. 20070423001830. AGREEMENT NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Seattle-3430213.1 00:>7988-00543 2 20080707001036.003 I. Subordination. Grantor and Grantee agree and covenant that the Lease and Agreement and their respective rights thereunder, are and shall be subject, subordinate and inferior to (a) the terms and lien of the Deed of Trust and the rights of Lender thereunder, and all rights, title and interest of Lender in the Property, and (b) all other security documents now or hereafter securing payment of any indebtedness of Grantor ( or any prior landlord) to Lender which cover or affect the Property (the "Security Documents"). In the event of a transfer of the Property to Lender or any other person or entity pursuant to the foreclosure of any of the Security Documents, or pursuant to a transfer in lieu of foreclosure, all of the rights and interests of Grantor and Grantee in the Property pursuant to the Lease and Agreement shall terminate and be of no further force or effect. 2. Miscellaneous. (a) This Agreement supersedes any inconsistent provision of the Lease and Agreement. Nothing contained in this Agreement shall be construed to derogate from or in any way impair, or affect the lien, security interest or provisions of the Deed of Trust, Note, or Security Documents. This Agreement shall inure to the benefit of the parties hereto, their respective successors and assigns. (b) THIS AGREEMENT AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION SHALL BE GOVERNED BY THE LAWS OF TIIB STATE OF WASHINGTON AND APPLICABLE UNITED STATES FEDERAL LAW EXCEPT ONLY TO THE EXTENT, IF ANY, THAT THE LAWS OF THE STATE IN WHICH THE PROPER1Y rs LOCATED NECESSARILY CONTROL. (c) The Borrowers understand and acknowledge that Lender is relying on the covenants and other provisions contained in this Agreement, and that Lender would not consent to the assumption and modification of the Loan by Borrowers without this Agreement. (d) This Agreement may not be modified orally or in any manner other that by an agreement in writing signed by the parties hereto or their respective successors in interest. (e) If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not apply to or affect any other provision hereof, but this Agreement shall be construed as if such invalidity, illegality, or unenforceability did not exist. (f) This Agreement will be recorded in the real property records of King County, Washington. Seattle-34302I3.1 0027988..00543 3 20080707001036.004 (g) This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, Grantor and Grantee (Borrowers) and Lender have executed this Agreement as of the date and year first above written. GRANTOR: JSLAND LLC, a Washington limited liability company By: Building Cat Southport LLC, a Washington limited liability company Its Special Purpose Manager By: SECO Development, Inc., a Washington corporation Its Manager By: President GRANTEE: BUILDING CAT SOUTIIPORT, LLC, a Washington limited liability company By: SECO Development, Inc., a Washington corporation ~"~ MichaelP.Christ President Seattle-3430213.J 0027988-00543 4 20080707001036.005 LENDER: MONUMENTAL LIFE INSURANCE COMPANY, an Iowa corporation By: STATE OF IOWA COUNTY OF LINN ) )ss. ) .t A:·?:: this ~ day of July, 2008, before me personally appe'!?"ed ,/l ~ Cix5mD , to me known to be the \ /[('{' f(t"S1&::Jbf MONUMENTAL LIFE INSURANCE COMPANY, the Iowa corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that b( was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. CIIIRI!_~,''!.... :\ ii In,-,...,, ,.._ C)Jllil l &JI nEll*W llfCWlt ai. mto ........ Scaitle--3430213.1 0027988.00S43 Signature::--lac4,,1.:t::::=· =,~~~~'.::::::.· ~- Name:(print).-::-c::-=:---.,....,----,----,----- NOTARY PUBLIC in and for the State of Iowa, residing at ________ _ My appointment expires:. _______ _ 5 20080707001036.006 STATE OF WASHINGTON ) )ss. COUNTY OF KING ) On this~ day of July, 2008, before me personally appeared Michael P. Christ, to me known to be the President ofSECO Development, Inc., a Washington corporation and the Manager of Building C of Southport, LLC, a Washington limited liability company and the Special Purpose Manager of JSLAND LLC, the Washington limited liability company that _ executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation and companies, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument on behalf of said corporation, and said corporation was authorized to do so on behalf of said companies. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year ~t\ilio\leiimtten. ~~ ,,:;,._ \.• P01j>..._ ,,, ..:: hr :ir.'-''""\\""•, '~ 111 ;:~v.$-~otllEk.o~,,,,,~ ~ Signa e -:-----[ f ffl·l<R" ~\~~ Name( t~J$-it;ltffV ~Ul~o ,•'., ~o:c NOTARYPUBL!Cmandfor ilS t ...,\" Pu~¢' r;:;o,J l; f of Washington, residing at \ 11'~11,,,1 es-?.'b,_:,""°",# ~-' My appointment expires: I/ ..,,,,~ I\\\"'''" ~ ...... ,, ~:S-AE. ~Iii ,,' STA TE OF W _A'~l'tlfjl+,.J,{,)N'' COUNTY OF KING ) )ss. ) On this ~ay of July, 2008, before me personally appeared Michael P. Christ, to me known to be the President of SECO Development, Inc., a Washington corporation and the Manager of BUILDING C OF SOUTHPORT, LLC, the Washington limited liability company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation and company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument on behalf of said corporation, and said corporation was authorized to do so on behalf of said company. IN WITNES.§:..~b11J,}1ave hereunto set my hand and affixed my official seal the day and year :fuom:~~,~~1,, 1 ~~ $\\ON .Ek.oit111 ,~ ',.,. e\\ ~ -~,:,~ Aft:o:•~.;.t\_/ · -:ti~ ,If O ~~~i-'1l,. ,.. , s. ~ c. ff~ :to ~ :z:. -.; 1gnatur -;'"79::=~/ ~ ~%8 · · '" § o '. Name (Prin1}L /f/JO!rff U't'/rtrr ~ ;,,,, "~&"~_c:,0;/ /; NOTARY PUBLlClnarnl for~~ ,SJ~ \ ~~,,g~,;'/},_,.,,,,~~. of Washington, residing at.-=~2',!";'tPJ(1l_~=--- ,,,,,1 "If OF \I'll'-:,·· My appointment expires:._,4Z#-'~"¥--"rf'/----- seau1e-3430213.I 002798UI0543 11\\\\\\W'' 6 20080707001036.007 Loan No. 89459 EXIIlBIT A Legal Description PARCEL A: LOT 3 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON. PARCELB: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN INSTRUMENTS RECORDED JULY 11, 1967 AND MARCH 14, 1968 UNDER RECORDING NOS. 6201855 AND 6317510, IN KING COUNTY, WASHINGTON. PARCELC: AN EASEMENT FOR A JO INCH DIAMETER SANITARY SEWER LINE AS DESCRIBED IN AND DISCLOSED BY RECORDING NO. 20010629002927. APN: 082305-9055-05 Seottle-3430213.1 00279&8-00543 7 After Recording, Retwn to: David H. Rockwell STOEL RIVES LLP 600 University Street, Suite 3600 Seattle, WA 98101-4109 Loan No. 89459 · 1111111111111111 20080707001033 FIRST AMERICAN DT 145.ee PAGENI OF 861 e,,,,,zeea 12,as Kill!G COUNTY, IIA SPACE ABOVE UNE FOR RECORDER'S USE ONLY DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING 20080707001033.001 (King County, Washington) JV{> ~3 '1& q fa/:Jf!!t\ 1STAM~ GRANTORS: GRANTEES: (1) Lender: (2) Trustee: ABBREVIATED LEGAL DESCRIPTION: ASSESSOR'S TAX PARCEL NUMBER: BUILDING CAT SOUTHPORT, LLC JSLANDLLC MONUMENTAL LIFE INSURANCE COMPANY FIRST AMERICAN TITLE INSURANCE COMPANY Lot 3, SP No. LUA-99-134-SHLP, Rec. 20000131900006 Complete legal description is on Exhibit A of this document 082305-9055-05 ATTENTION: COUNTY RECORDER-IBIS INSTRUMENT COVERS GOODS TIIA T ARE OR WILL BECOME FIXTURES ON THE DESCRIBED REAL PROPERTY AND SHOULD BE FILED FOR RECORD IN THE REAL PROPERTY RECORDS WHERE DEEDS OF TRUST ON REAL ESTATE ARE RECORDED. nns INSTRUMENT SHOULD ALSO BE INDEXED AS A UNIFORM COMMERCIAL CODE FINANCING STATEMENT COVERING GOODS THAT ARE OR WILL BECOME FIXTURES ON THE DESCRIBED REAL PROPERTY. THE MAILING ADDRESSES, TELEPHONE NUMBERS, AND FAX NUMBERS OF THE SECURED PARTY AND THE DEBTOR ARE WITHIN. Bristol II at Southport, R<mton, Washington AEGON Loan No. 894S9 -De.ed ofTrust S..ttl .. 3423660.4 0027988.00543 .[. 20080707001033.002 TABLE OF CONTENTS 1. RECITALS ..................................................................................................................................... 6 2. GRANTING CLAUSE .................................................................................................................. 7 3. DEFINED TERMS ........................................................................................................................ 7 4. TITLE............. ..... .... .. .. . ....... .... . .. . .... .. ... ..... .. ... .... .... .... .. .. .. .. ... ... . ....... .... .... .. .. .... ..... . . .. .... .. ... .. . ... .. .. 15 5. REPRESENTATIONS OF THE BORROWER .......................................................................... 15 5.1 Formation, Existence, Good Standing ................................................................................ 15 5.2 The Borrower represen1s to the Lender as follows: No Default or Violations ................... 15 5.3 No Further Approvals or Actions Required ........................................................................ 16 5.4 Due Execution and Dellvery ............................................................................................... 16 5.5 Legal, Valid, Binding and Enforceable ............................................................................... 16 5.6 Accurate Financial lnfonnation .......................................................................................... 16 5.7 Compliance with Legal Requiremen1s ................................................................................ 16 5.8 Contrac1s and Franchises .................................................................................................... 16 5.9 No Condemnation Proceeding ............................................................................................ 16 5.10 No Casualty ......................................................................................................................... 16 5.11 Independence of the Real Property ..................................................................................... 17 5.12 Complete Lo1s and Tax Parcels .......................................................................................... 17 5.13 Tenant Rjghts to Insurance and Condemnation Proceeds ................................................... 17 5.14 Ownership of Fixtures ......................................................................................................... 17 5.15 Commercial Property .......................................................................................................... I 7 5,16 No Agricultural Uses .......................................................................................................... 17 5.17 Performance under Development Agreements ................................................................... 17 5.18 Status of Certain Title Matters ............................................................................................ 17 5.19 No Prohibited Transactions ................................................................................................. 18 5.20 Tenancy 1n Common Agreement ........................................................................................ 18 6. COVENANTS .............................................................................................................................. 18 6.1 Good Standing .................................................................................................................... 18 6.2 No Default or Violations ..................................................................................................... 19 6.3 Payment and Performance .................................................................................................. 19 6.4 Special Purpose Entity ........................................................................................................ 19 6.5 Payment of Impositions ...................................................................................................... 20 6.6 Legal Control of the Borrower ............................................................................................ 21 6.7 Management of the Real Property ...................................................................................... 21 6.8 Maintenance of the Real Property ....................................................................................... 21 6.9 Use of the Real Property ..................................................................................................... 21 6. JO Legal Requirements ............................................................................................................ 22 6.11 Contrac1s and Franchises .................................................................................................... 22 6.12 Covenants Regarding Certain Title Matters ........................................................................ 22 6.13 Independence of the Real Property ..................................................................................... 22 6.14 Complete Lo1s and Tax Parcels .......................................................................................... 22 6.15 Commercial Property .......................................................................................................... 22 6.16 No Agricultural Uses .......................................................................................................... 22 6.17 Perfonnance under Development Agreemen1s ................................................................... 23 Bristol II at Southport, Renton, Washington AEGON Loan No. 89459 .. Deed ofTmst Seattle-3423660.4 0027988-00543 -2· 20080707001033.003 6.18 Waiver of Lien Rights ......................................................................................................... 23 6.19 Waiver of Right to Partition ................................................................................................ 23 6.20 Status of Certain Title Matters ............................................................................................ 23 6.21 Restoration upon Casualty or Condemnation ..................................................................... 23 6.22 Perfonnance of Landlord Obligations ................................................................................. 23 6.23 Financial Reports and Operating Statements ...................................................................... 24 6.24 Estoppel Statements ............................................................................................................ 25 6.25 Use of Loan Proceeds ......................................................................................................... 25 6.26 Prohibition on Cutoff Notices ............................................................................................. 25 6.27 Prohlbited Person Compliance ............................................................................................ 25 6.28 No Tenancy In Common Amendment ................................................................................ 26 7. INSURANCE REQUIREMENTS ............................................................................................... 26 7.1 Required Coverages ............................................................................................................ 26 7.2 Primary Coverage ............................................................................................................... 27 7.3 How the Lender Shall Be Named ....................................................................................... 28 7.4 Rating .................................................................................................................................. 28 7.5 Deductible ........................................................................................................................... 28 7.6 Notices, Changes and Renewals ......................................................................................... 28 7.7 Unearned Premiums ............................................................................................................ 29 7.8 Forced Placement of Insurance ........................................................................................... 29 8. INSURANCE AND CONDEMNA TJON PROCEEDS .............................................................. 29 8.1 Provisions of Approved Key Leases to Govern .................................................................. 29 8.2 Adjustment and Compromise of Claims and Awards ......................................................... 29 83 Direct Payment to the Lender of Proceeds .......................................................................... 29 8.4 Availability to the Borrower of Proceeds ........................................................................... 30 8.5 Conditions to Availability of Proceeds ............................................................................... 30 8.6 Gross Up of Restoration Fund; Permitted Mezzanine Financing ....................................... 31 8.7 Draw Requirements ............................................................................................................ 31 9. ESCROW FUND ......................................................................................................................... 31 10. DEFAULT ................................................................................................................................... 32 JO.I Payment Defaults ................................................................................................................ 32 10.2 Incurable Non-Monetary Default... ..................................................................................... 32 10.3 Curable Non-Monetary Default .......................................................................................... 33 11. RIGHT TO CURE ........................................................................................................................ 34 12. CONTEST RIGHTS .................................................................................................................... 34 13. DUE ON TRANSFER OR ENCUMBRANCE ........................................................................... 35 14. DUE ON SALE EXCEPTIONS .................................................................................................. 35 14.l Pennitted Transfer to an Approved Purchaser .................................................................... 35 14.2 Permitted Transfer of Certain Passive Interests .................................................................. 37 14.3 Estate Planning Transfers ................................................................................................... 37 14.4 Transaction Costs ................................................................................................................ 37 15. NOTICE OF ABSOLUTE ASSIGNMENT OF LEASES AND RENTS ................................... 38 16. ACCELERATION ....................................................................................................................... 38 17. RIGHTS OF ENTRY ANDTOOPERATE ................................................................................ 38 17.1 Entry on Real Property ........................................................................................................ 38 Bristol U at Southport, Renton, Washington AEGON Loan No. 89459 · Deed of Trust Seattlo-3423660.4 0027988-00543 .3. 20080707001033.004 17.2 Operation of Real Property ................................................................................................. 39 18. RECEIVERSHIP .......................................................................................................................... 39 19. FORECLOSURE;POWEROFSALE ........................................................................................ 39 19.1 Foreclosure Under Washington Law .................................................................................. 39 19.2 Right to a Deficiency .......................................................................................................... 40 20. WAIVERS ................................................................................................................................... 40 21. EXCULPATION CLAUSE AND CARVEOUT OBLIGATIONS ............................................. 41 22. SECURITY AGREEMENT AND FIXTURE FILING ............................................................... 42 22.1 Definitions ........................................................................................................................... 42 22.2 Creation of Security Interest ............................................................................................... 43 22.3 Filing Authorimtion ............................................................................................................ 43 22.4 Additional Searches and Documentation ............................................................................ 43 22.5 Costs .................................................................................................................................... 44 22.6 Representations, Warranties and Covenants of the Borrower ............................................ 44 22. 7 Fixture Filing ...................................................................................................................... 44 23. ENVIRONMENTAL MATTERS ................................................................................................ 45 23.1 Representations ................................................................................................................... 45 23.2 Environmental Covenants ................................................................................................... 45 23.3 The Lender's Right to Control Claims .... : ........................................................................... 46 23.4 Indemnification ................................................................................................................... 46 23.5 Environmental Audits ......................................................................................................... 47 24. CONCERNING THE TRUSTEE ................................................................................................ 48 24. l No Liability ......................................................................................................................... 48 24.2 Retention of Money ............................................................................................................ 48 24.3 Successor Trustees .............................................................................................................. 48 24.4 Succession Instruments ....................................................................................................... 48 24.5 Performance of Duties by Agents ....................................................................................... 49 25. SECONDARY MARKET ........................................................................................................... 49 25.1 Dissemination of Information ............................................................................................. 49 25.2 Cooperation ......................................................................................................................... 49 25.3 Additional Financial Information ........................................................................................ 49 25.4 Reserves/Escrows ............................................................................................................... 50 26. MISCELLANEOUS .................................................................................................................... 50 26.l Successors and Assigns ....................................................................................................... 50 26.2 Survival of Obligations ....................................................................................................... 50 26.3 Further Assurances .............................................................................................................. 50 26.4 Right of Inspection .............................................................................................................. 51 26.5 Expense Indemnification .................................................................................................... 51 26.6 General Indemnification ..................................................................................................... 52 26.7 Recording and Filing. .......................................................................................................... 52 26.8 No Waiver ........................................................................................................................... 52 26.9 Covenants Running with the Land ...................................................................................... 52 26.10 Severability ......................................................................................................................... 52 26.11 Usury ................................................................................................................................... 53 26.12 Entire Agreement ................................................................................................................ 54 Bristol II .at Southport, Renton. Wuhington AEGON Loan No. 894.59 ~ Deed of Trust Scattlc-342.1660.4 0027988·00543 ... 20080707001033.005 26.13 Notices ................................................................................................................................ 54 26.14 Counterparts ........................................................................................................................ 55 26.15 Choice of Law ..................................................................................................................... 55 26.16 Forum Selection .................................................................................................................. 55 26.17 Sole Benefit ......................................................................................................................... 55 26. 18 Release of Claims ............................................................................................................... 56 26.19 No Partnership .................................................................................................................... 56 26.20 Payoff Procedures ............................................................................................................... 56 26.21 Future Advances ................................................................................................................. 56 26.22 Interpretation ....................................................................................................................... 57 26.23 Joint and Several Liability .................................................................................................. 57 26.24 Time of Essence .................................................................................................................. 57 26.25 Jury Waiver ......................................................................................................................... 57 26.26 Renewal, Extension, Modification and Waiver .................................................................. 58 26.27 Cumulative Remedies ......................................................................................................... 58 26.28 No Obligation to Marshal Assets ........................................................................................ 58 26.29 Transfer of Ownership ........................................................................................................ 58 Bristol JJ at Southpon. Renton, Washington AEGON Loan No. 89459-Deed of Trust Seattle-3423660.4 0027988-00543 .5. 20080707001033.006 Loan No. 89459 Deed of Trust, Security Agreement and Fixture Filing (King County, Washington) This ~-;sl of Trust, Security Agreement and Fixture Filing (this "Deed of Trust'') is made and given as of the JE'day of July, 2008 (the "Effective Date"), by BUILDING CAT SOUTHPORT, LLC, a Washington limited liability company ("Southport"), and JSLAND LLC, a Washington limited liability company ("JSLAND"), as tenants in common, as grantor, whose collective address is 1083 Lake Washington Boulevard North, Suite SO, Renton, Washington 98056 (collectively hereinafter, the "Borrower"), to FIRST AMERICAN TITLE INSURANCE COMPANY, as trustee, whose address is 2101 Fourth Avenue, Suite 800, Seattle, Washington 98121 (the "Trustee"}, for the benefit of MONUMENTAL LIFE INSURANCE COMP ANY, an Iowa corporation, as beneficiary, whose address is c/o AEGON USA Realty Advisors, Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa 52499-5443 (the "Lendef'). The definitions of capitalized terms used in this Deed of Trust may be found either in Section 3 below, or through the cross-references provided in that Section. 1. RECITALS A. Under the tenns of a commercial Second Revised Loan Application/Commitment dated March 29, 2005, as amended (the "2005 Commitment"), AEGON USA Realty Advisors, Inc. ("AEGON''}, as agent for the Lender, agreed to fund a Joan in the original principal amount of Fifty-four Million Dollars ($54,000,000) (the "Loan"). B. The Lender has funded the Loan in the principal amount ofFifty-four Million Dollars ($54,000,000) in accordance with the 2005 Commitment, and to evidence the Loan, One Island Square, LLC, a Washington limited liability company (the "Original Borrower"), executed and delivered to the Lender a certain Secured Promissory Note dated August 7, 2006 (the "Note"), in the principal amount of$54,000,000. C. The Loan was secured by all of the Original Borrower's fee and leasehold interests in certain real property and by certain tangible and intangible personal property located in the City of Mercer Island, King County, Washington (the "Original Security"). D. Pursuant to the tenns of a Revised Application/Commitment for Modification of AEGON Loan No. 89459 dated May 27, 2008, as modified by approval letter dated June 4, 2008 (the "2008 Commitment"), AEGON and the Borrower have agreed that, among other things (i) the Borrower shall assume the Loan, (ii) the Note shall be modified to reflect a reduced principal amount of Forty-one Million Five Hundred Thousand Dollars ($41,500,000), and (iii) the Original Security shall be released and the Borrower shall grant to Lender all of the Borrower's existing and after-acquired interests in certain real property and by certain tangible and intangible personal property located in the City of Renton, King County, Washington, to secure the Loan. This Deed of Trust is granted by Borrower in furtherance of that requirement Bristol II at Southport. Renton,. Washington AEGON Loan No. 89459 -Deed of Trust Seattle-34236W.4 0027938-00543 -6- 20080707001033.007 2. GRANTING CLAUSE To secure the repayment of the Indebtedness, any increases, modifications, renewals or extensions of the Indebtedness, and any substitutions for the Jndebtedness, as well as the performance of the Borrower's other Obligations, and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration, the receipt and sufficiency of which are acknowledged, the Borrower jointly and severally grants, bargains, warrants, conveys, alienates, releases, assigns, sets over and confirms to the Trustee, IN TRUST WITH THE POWER OF SALE for the benefit of the Lender and to its successors and assigns forever, all of the Borrower's existing and after acquired fee and leasehold interests in the Real Property, inclnding, without limitation, all leases between Southport and JSLAND. 3. DEFINED TERMS The following defined terms are used in this Deed of Trust. For ease of reference, terms relating primarily to the security agreement are defined in Subsection 22.1. "Absolute Assignment of Leases and Rents" means the Loan Document bearing this heading of even date herewith. "Affiliate" of any person means any entity controlled by, or under common control with, that person. "Appurtenances" means all rights, estates, titles, interests, privileges, easements, tenements, hereditaments, titles, royalties, reversions, remainders and other interests, whether presently held by the Borrower or acquired in the future, that may be conveyed as interests in the Land under the laws of Washington. Appurtenances include the Easements and the Assigned Rights. "Assigned Rights" means all of the Borrower's rights, easements, privileges, tenements, hereditaments, contracts, claims, licenses or other interests, whether presently existing or arising in the future. The Assigned Rights include all of the Borrower's rights in and to: (i) any greater estate in the Real Property; (ii) insurance policies required to be carried hereunder, including the right to negotiate claims and to receive Insurance Proceeds and unearned insurance premiums (except as expressly provided in Subsection 8.2); (iii) Condemnation Proceeds; (iv) licenses and agreements permitting the use of sources of groundwater or water utilities, septic leach fields, railroad sidings, sewer lines, means of ingress and egress; (v) drainage over other property; (vi) air space above the Land; (vii) mineral rights; (viii) party walls; Eristol II at Southport,. Renton, Washington AEGON Loan No. 89459 · Deed of Trust Seanle-342%60.4 0027988-00543 .,. 20080707001033.008 (ix) vaults and their usage; (x) franchises; (xi) commercial tort claims that arise during the Loan tenn in respect of damages (xii) (xiii) (xiv) (xv) to the Real Property or to its operations, in respect of any impairment to the value of the Real Property, or in respect of the collection of any Rents; construction contracts; roof and equipment guarantees and warranties; building and development licenses and permits; tax credits or other governmental emitlements, credits or rights, whether or not vested; (xvi) licenses and applications (whether or not yet approved or issued); (xvii) rights under management and service contracts; (xviii) leases of Fixtures; and (xix) trade names, trademarks, trade styles, service marks, copyrights, and agreements with architects, environmental consultants, property tax consultants, engineers, and any other third party contractors whose services benefit the Real Property. "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended, 11 U.S.C. Sections IOI et seq., and the regulations promulgated pursuant to those statutes. "Business Day" means any day when state and federal banks are open for business in Cedar Rapids, Iowa. "Carveout Guarantee and Indemnity" means that certaln "Carveout Guarantee and Indemnity Agreement" entered into by the Carveout Obliger on the date of this Deed ofTrust, together with all substitutions, modifications, and amendments. "Caryeout Obligations" means those obligations described in Section 21. "Carveout Obligor'' means Michael P. Christ, a married man as to his separate estate. Any other person who expressly assumes liability for the Carveout Obligations during the term of the Loan shall become a ''Carveout Obliger" for purposes of this Deed of Trust. "Carveouts" means those matters from which Carveout Obligations may arise, which are described in Section 21. "Condemnation Proceeds" means all money or other property that has been, or is in the future, awarded or agreed to be paid or given in connection with any taking by eminent domain of all or any part of the Real Property (including a taking through the vacation of any street dedication or through a change of grade of such a street}, either pennanent or temporazy, or in connection with any purchase in lieu of such a taking, or as a part of any related settlement, except for the right to condemnation proceeds awarded to the tenant in a separate proceeding Bristol II at Southport. Renton, Washlngum AEGON Loan No. 89459 -Deed of Trust Seattle·3423660.4 0027988--00543 -8- 20080707001033.009 in respect of the lost value of the tenant's leasehold interest, provided that the award does not ·reduce, directly or indirectly, the award to the owner of the Real Property. "Curable Non-Monetary Default" means any of the acts, omissions, or circumstances specified in Subsection 10.3 below. "Default" means any of the acts, omissions, or circumstances specified in Section 10 below. "Default Rate" means the rate ofinterest specified as the "Default Rate" in the Note. "Development Agreements" means all development, utility or similar agreements included in the Permitted Encumbrances. "Easements" means the Borrower's existing and future interests in and to the declarations, easements, covenants, and restrictions appurtenant to the Land. "Environmental Indemnity Agreement" means the Loan Document bearing that heading of even dated herewith, together with all substitutions, modifications, and amendments. "Environmental Laws" means all present and future laws, statutes, ordinances, rules, regulations, orders, guidelines, rulings, decrees, notices and detenninations of any Governmental Authority to the extent that they pertain to: (A) the protection of health against environmental hazards; (B) the protection of the environment, including air, soils, wetlands, and surface and underground water, from contamination by any substance that may have any adverse health effect on humans, livestock, fish, wildlife, or plant life, or which may disturb an ecosystem; (C) underground storage tank regulation or removal; (D) wildlife conservation; (E) protection or regulation of natural resources; (F) the protection of wetlands; (G) management, regulation and disposal of solid and hazardous wastes; (H) radioactive materials; (I) biologically hazardous materials; (J) indoor air quaiity; or (K) the manufacture, possession, presence, use, generation, storage, transportation, treatment, release, emission, discharge, disposal, abatement, cleanup, removal, remediation or handling of any Hazardous Substances. "Environmental Laws" include the Comprehensive Environmental Response, Compensation, and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §6901 et seq., the Federal Water Pollution Control Act, as amended by the Clean Water Act, 33 U.S.C. §1251 et seq., the Clean Air Act, 42 U.S.C. §7401 et seq., the Toxic Substances Control Act, 15 U.S.C. §2601 et seq., the Washington Model Toxics Control Act (RCW 70.105D), the Washington Hazardous Waste Management Act (RCW 70.105), the Washington Solid Waste Management Act (RCW 70.95), all similar state statutes and local ordinances, and all regulations promulgated under any of those statutes, and all administrative and judicial actions respecting such legislation, all as amended from time to time. "ESA" means the written environmental site assessment of the Real Property obtained under the tenns of the 2008 Commitment. Bristol II at Southport, Renton,. Washington AEGON Loan No. 894S9 -Deed of Trust Seattle-3423660.4 0027988--00543 -9· 20080707001033.010 "Escrow EJIPenses" means those expenses in respect of real and personal property taxes and assessments, Insurance Premiums and such other Impositions as the Lender pays from time to time directly from the Escrow Fund using monies accumulated through the collection of Monthly Escrow Payments. "Escrow Fund" means the funds deposited by Borrower with the Lender pursuant to Section 9 hereof, as reflected in the accounting entry maintained on the books of the Lender as funds available for the payment of Escrow Expenses under the terms of this Deed of Trust. ''Fixtures" means all materials, supplies, equipment, apparatus and other items now or hereafter attached to or installed on the Land and Improvements in a manner that causes them to become fixtures under the laws of Washington, including all built-in or attached furniture or appliances, elevators, escalators, heating, ventilating and air conditioning system components, emergency electrical generators and related fuel storage or delivery systems, septic system components, storm windows, doors, electrical equipment, plumbing, water conditioning, lighting, cleaning, snow removal, lawn, landscaping, irrigation, security, incinerating, fire- fighting, sprinkler or other fire safety equipment, bridge cranes or other installed materials handling equipment, satellite dishes or other telecommunication equipment, built-in video conferencing equipment, sound systems or other audiovisual equipment, and cable television distribution systems. Fixtures do not include trade fixtures, office furniture and office equipment owned by a tenant who is unrelated to the Borrower, provided such items may be detached and removed by the tenant without damage to the Real Property, other than incidental damage that the tenant is obligated to repair under the terms of its Lease. Fixtures expressly include HY AC, mechanical, security and similar systems of general utility for the operation of the Improvements as leasable commercial real property. "Governmental Authority" means any political entity with the legal authority to impose any requirement on the Property, including the governments of the United States, the State of Washington, King County, the City of Renton, and any other entity with jurisdiction to decide, regulate, or affect the ownership, construction, use, occupancy, possession, operation, maintenance, alteration, repair, demolition or reconstruction of any portion or element of the Real Property. "Guarantor'' means Michael P. Christ, a married man as to his separate estate. "Hazardous Substance" means any substance the release of or the exposure to which is prohibited, limited or regulated by any Environmental Law, or which poses a hazard to human health because of its toxicity, including, without limitation: (A) any "oil," as defined by the Federal Water Pollution Control Act and regulations promulgated thereunder (including crude oil or any fraction of crude oil), (B) any radioactive substance, and (C) Stachybotrys chartarom or other molds. However, the term "Hazardous Substance" includes neither (A) a substance used in the cleaning and maintenance of the Real Property, if the quantity, storage and manner of its use are customary, prudent, and do not violate applicable law, nor (B) automotive motor oil in immaterial quantities, if leaked from vehicles in the ordinary course of the operation of the Real Property and cleaned up in accordance with reasonable property management procedures and in a manner that violates no applicable law. Bris1ol JI at Southport. Renton, Washington AEGON Loan No. 894S9 • Deed of Trust Seattlc-1423660.4 00279.SB-00543 ,IO- 20080707001033.011 "Impositions" means all real and personal property taJces levied against the Property; general or special assessments; ground rent; water, gas, sewer, vault, electric or other utility charges; common area charges; owners' association dues or fees; fees for any easement, license or agreement malntained for the benefit of the Property; and any and all other taJces, levies, user fees, claims, charges and assessments whatsoever that at any time may be assessed, levied or imposed on the Property or upon its ownership, use, occupancy or enjoyment, and any related costs, interest or penalties. In addition, "Impositions" include all documentary, stamp or intangible personal property taJces that may become due in connection with the Indebtedness, including Indebtedness iu respect of any future advance made by the Lender to the Borrower, or that are imposed on any of the Loan Documents. "Improvements" means, to the extent of the Borrower's existing and future interest, all buildings and improvements of any kind erected or placed on the Land now or in the future, including the Fixtures, together with all appurtenant rights, privileges, Easements, tenements, hereditaments, titles, reversions, remainders and other interests. "Indebtedness" means all sums that are owed or become due pursuant to the terms of the Note, .this Deed of Trust, or any of the other Loan Documents or any other writing executed by the Borrower relating to the Loan, including scheduled principal payments, scheduled interest payments, default interest, late charges, prepayment premiums, accelerated or matured principal balances, advances, collection costs (including reasonable attorneys' fees), reasonable attorneys' fees and costs in enforcing or protecting the Note, the Deed of Trust, or any of the other Loan Documents in any probate, bankruptcy or other proceeding, receivership costs, fees and costs of the Trustee and all other financial obligations of the Borrower incurred in connection with the Loan transaction, provided, however, that this Deed of Trust shall not secure any Loan Document or any particular person's liabilities or obligations under any Loan Document to the extent that such Loan Document expressly states that it or such particular person's liabilities or obligations are unsecured by this Deed of Trust. Indebtedness shall also include any obligations under agreements executed and delivered by Borrower which specifically provide that such obligations are secured by this Deed of Trust. "Insurance Premiums" means all premiums or other charges required to maintain in force any and all insurance policies that this Deed of Trust requires that the Borrower maintain. "Insurance Proceeds" means (A) all proceeds of all insurance now or hereafter carried by or payable to the Borrower with respect to the Real Property, including with respect to the interruption of rents or income derived from the Property, all unearned insurance premiums and all related claims or demands, and (B) all Proceeds (as defined in Subsection 22.1). "Key Lease" means any present or future Lease to a commercial tenant. "Key Principal" means Michael P. Christ. "Land" means that certain tract ofland located in the City of Renton, King County, Washington, which is described on the attached Exhibit A, together with the Appurtenances. Bristol Il at Southport, Renton, Washington AEGON Loan No. 89459 • Deod of Trust Seattle·.3423660.4 00279&8-00543 -11- 20080707001033.012 "Leases" means all leases, subleases, licenses, concessions, extensions, renewals and other agreements (whether written or oral, and whether presently effective or made in the future) through which the Borrower grants any possessory interest in and to, or any right to occupy or use, all or any part of the Real Property, and any related guaranties. "Legal Control" means the power, either directly or indirectly, to exercise the authority of the Borrower as owner of the Real Property, either as the majority shareholder of the common stock of a corporation, the sole general partner of a limited partnership, the managing general partner of a general partnership, or the sole manager or sole managing member of a limited liability company, provided the person or entity exercising such authority cannot be divested of such authority without its consent, either directly or indirectly, except for cause. "Legal Requirements" means all laws, statutes, rules, regulations, ordinances, judicial decisions, administrative decisions, building pennits, development pennits, certificates of occupancy, or other requirements of any Governmental Authority. "Loan Assumption and Modification Agreement" means that certain Consent to Transfer and Loan Assumption and Modification Agreement of even date herewith entered into by and among the Original Borrower, the Borrower, the Carveout Obligor and the Lender. "Loan Documents" means all documents evidencing the Loan or delivered in connection with the acceptance of the Loan, including the 2008 Commitment, whether entered into prior to or at the closing of the Loan pursuant to the 2008 Commitment, or in the future, including, without limitation, the Note, this Deed of Trust, the Loan Assumption and Modification Agreement, the Absolute Assignment of Leases and Rents, the Carveout Guarantee and Indemnity, the Environmental Indemnity Agreement, and the Payment Guarantee. "Maximum Pennitted Rate" means the highest rate of interest permitted to be paid or collected by applicable law with respect to the Loan. "Monthly Escrow Payment" means the sum of the Monthly Imposition Requirement, the Monthly Insurance Premium Requirement, and the Monthly Reserve Requirement. "Monthly Imposition Requirement" means one-twelfth (I/12th) of the annual amount that the Lender estimates will be required to permit the timely payment by the Lender of those Impositions that the Lender elects, from time to time, to include in the calculation of the Monthly Imposition Requirement. Such Impositions shall include real and personal property taxes and may include, at the Lender's sole and absolute discretion, any Impositions that the Borrower has failed to pay on a timely basis during the tenn of the Loan. The Lender shall base its estimate on the most recent infonnation supplied by the Borrower concerning future Impositions. If the Borrower fails to supply such information or if it is unavailable at the time of estimation, the Lender shall estimate future Impositions using historical infonnation and an annual inflation factor equal to the lesser of five percent (5%) and the maximum inflation factor pennitted by law. Bristol n at Southport, Renton, Washington AEGON Loan No. &9459 ~ Deed of Trust Seatt!e-3423660.4 0027988-00S43 20080707001033.013 "Monthly Jnsurance Premium Requirement" means one-twelfth (I/12th) of the annual amount that the Lender estimates (based on available historical data and using, if future Insurance Premiums are as yet undeterminable, a five percent (5%) inflation factor) will be required to permit the timely payment of the Insurance Premiums by the Lender. "Monthly Reseive Requirement" means the monthly payment amount which the Lender estimates will result, over the subsequent twelve (12) months, in the accumulation of a surplus in the Escrow Fund equal to the sum of the Monthly Imposition Requirement and the Monthly Insurance Premium Requirement. "Net Worth Reguirement" means a minimum net worth of the Carveout Obligor ofTwenty- five Million Dollars ($25,000,000). ''Note" means the Secured Promissory Note dated August 7, 2006, as modified pursuant to the terms of the Loan Assumption and Modification Agreement, evidencing the Indebtedness in the reduced principal amount of Forty-one Million Five Hundred Thousand Dollars ($41,500,000), together with all extensions, renewals and modifications. ''Notice" means a notice given in accordance with the provisions of Subsection 26.13. "Obligations" means all of the obligations required to be performed under the terms and conditions of any of the Loan Documents by any Obligor, except for obligations that are expressly stated to be unsecured under the terms of another Loan Document. "Obliger" means the Borrower, the Caiveout Obligor, the Guarantor, or any other Person that is liable under the Loan Documents for the payment of any portion of the Indebtedness, or the performance of any other obligation required to be performed under the terms and conditions of any of the Loan Documents, under any circumstances. "Participations" means participation interests in the Loan Documents granted by the Lender. "Payment Guarantee" means that certain "Payment Guarantee" entered into by the Guarantor on the date of this Deed of Trust. "Permitted Control Group Members" means each of the following: (i) the Key Principal, (ii) the spouse, sibling:;, children and grandchildren of the Key Principal, (iii) institutional trustees of estate planning trusts established for the sole benefit of Permitted Control Group Members, and (iv) executors of the estates of Permitted Control Group Members. "Pennitted Encumbrances" means (A) the lien of taxes and assessments not yet due and payable, and (B) those matters of public record listed as special exceptions in the Lender's title insurance policy insuring the priority of this Deed of Trust. "Permitted Transfer'' means a transfer specifically described in Section 14 as permitted. Bristol II at Soutbpon, Renton. Washington AEGON LoPn No. 894S9 -Deed of Trust Seattle-3423660.4 0027988-00543 -l3- "Penson" means any individual, corporation, limited liability company, partnenship, trust, unincorporated association, government, governmental authority or other entity. 20080707001033.014 "Property" means the Real Property and the Leases, Rents and Personal Property (as defined in Subsection 22.1 below). "Qualified Property Manager" means either (A) a financially sound, professional property management company, experienced in managing properties similar in type and quality to the Real Property, and which is one of the top three institutional property management companies in the real estate market where the Real Property is located, based on the square footage of space under its management, or (B) another property management company approved in writing by the Lender. "Rating Agencies" means one or more credit rating agencies approved by Lender. "Real Property" means the Land and the Improvements. "Rents" means all rents, income, receipts, issues and profits and other benefits paid or payable for using, leasing, licensing, possessing, operating from or in, residing in, selling, mining, extracting minerals from, or otherwise enjoying the Real Property, whether presently existing or arising in the future, to which the Borrower may now or hereafter become entitled or may demand or claim from the commencement of the Loan term through the time of the satisfaction of all of the Obligations, including security deposits, amounts drawn under letters of credit securing tenant obligations, minimum rents, additional rents, common area maintenance charges, parking revenues, deficiency rents, termination payments, space contraction payments, damages following default under a Lease, premiums payable by tenants upon their exercise of cancellation privileges, proceeds from lease guarantees, proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by destruction or damage to the Real Property, all rights and claims of any kind which the Borrower has or may in the future have against the tenants under the Leases, lease guarantors, or any subtenants or other occupants of the Real Property, all proceeds of any sale of the Real Property in violation of the Loan Documents, any future award granted the Borrower in any court proceeding involving any such tenant in any bankruptcy, insolvency, or reorganization proceedings in any state or federal court, and any and all payments made by any such tenant in lieu ofrent. "Restoration" means (A) in the case of a casualty resulting in damage to or the destruction of the Improvements, the repair or rebuilding of the Improvements to their original condition, or (B) in the case of the condemnation ofa portion of the Real Property, the completion of such work as may be necessary in order to remedy the effects of the condemnation so that the value and income-generating characteristics of the Real Property are restored. "Securities" means mortgage pass-through certificates or other securities evidencing a beneficial interest in the Loan, issued in a rated or unrated public offering or private placement. Bristol II at Southport.. Renton, Washington AEGON Loan No. 89459-Deed of Trust Seattlc-3423660.4 00279&8-00543 -14· 20080707001033.015 "Securitization" means the issuance of Securities. 4. TITLE The Borrower represents to and covenants with the Lender and with its successors and assigns that, at the point in time of the grant of the lien created by this Deed of Trust, the Borrower is well seized of good and indefeasible title to the Real Property, in fee simple absolute, subject to no lien or encumbrance except the Permitted Encumbrances. The Borrower warrants this estate and title to the Lender and to its successors and assigns forever, against ail lawful claims and demands of all persons. The Bo1TOwer shall maintain mortgagee title insurance issued by a solvent carrier, covering the Real Property in an amount at least equal to the amount of the Loan's original principal balance. This Deed of Trust is and shall remain a valid and enforceable first lien on the Real Property, and if the validity or enforceability of this first lien is attacked by appropriate proceedings, the Borrower shall diligently and continuously defend it through appropriate proceedings. Should the Borrower fail to do so, the Lender may at the Borrower's expense take all necessary action, including the engagement and compensation of legal counsel, the prosecution or defense oflitigation, and the compromise or discharge of claims. The Borrower shall defend, indemnify and hold the Lender harmless in any suit or proceeding brought to challenge or attack the validity, enforceability or priority of the lien granted by this Deed of Trust. If a prior construction, mechanics' or materialmen's lien on the Real Property arises by operation of statute during any construction or repair of the Improvements, the Borrower shall either cause the lien to be discharged by paying when due any amounts owed to such persons, or shall comply with Section 12 of this Deed of Trust. 5. REPRESENTATIONS OF THE BORROWER 5.1 FORMATION, Ex!STENCE, GooD STANDING Each entity comprising Borrower is a limited liability company duly organized, validly existing and in good standing under the Jaws of Washington and has obtained all licenses and permits and filed all statements of fictitious name and registrations necessary for the lawful operation of its business in Washington. 5.2 THE BORROWER REPRESENTS TO nIELENDERAS FOLLOWS: NO DEFAULT OR VIOLATIONS The execution and performance of the Borrower's Obligations will not result in any breach of, or constitute a default under, any contract, agreement, document or other instrument to which either entity comprising Borrower is a party or by which either entity comprising Borrower may be bound or affected, and do not and will not violate or contravene any law to which either entity comprising Borrower is subject; nor do any such other instruments impose or contemplate any obligations which are or will be inconsistent with the Loan Documents. Bristol n at Southport,. RC11ton, Washington AEGON Loan No. 89459 -Deed of Trust Seattle--3423660.4 0027988-00543 -15- 20080707001033.016 5.3 NO FURTilER APPROVALS OR ACTIONS REQUIRED No approval by, authorization of, or filing with any federal, state or municipal or other governmental commission, board or agency or other governmental authority is necessary in connection with the authorization, execution and delivery of the Loan Documents by the Borrower. 5.4 DUE EXEclJTION AND DELIVERY Each of the Loan Documents to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. 5.5 LEGAL, VALID, BINDING AND ENFORCEABLE Each of the Loan Docnments to which the Borrower is a party constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 5.6 ACCURATE FINANCIAL INFORMATION All financial information furnished by the Borrower to the Lender in connection with the application for the Loan is true, correct and complete in all material respects and does not omit to state any fact or circumstance necessary to make the statements in them not misleading, and there has been no material adverse change in the financial condition of the Borrower since the date of such financial information. 5. 7 CoMPLJANCE WllH LEGAL REQUIREMENTS All governmental approvals and licenses required for the conduct of the Borrower's business and for the maintenance and operation of the Real Property in compliance with applicable law are in full force and effect, and the Real Property is currently being operated in compliance with the Legal Requirements in all material respects. 5.8 CONTRACTS AND FRANCHISES All contracts and franchises necessary for the conduct of the Borrower's business and for the operation of the Real Property in accordance with good commercial practice are in force. 5.9 No CONDEMNATION PROCEEDING As of the Effective Date of this Deed of Trust, the Borrower has no knowledge of any present, pending or threatened condemnation proceeding or award affecting the Real Property. 5.10 NOCASUALTY As of the Effective Date of this Deed of Trust, no damage to the Real Property by any fire or other casualty has occurred, other than damage that has been completely Bristol II at Southport, Rrnton, Washington AEGON Loan No. 39459. Deed of Trust Seattle-3423660.4 0027938-00543 -16- repaired in accordance with good commercial practice and in compliance with applicable Jaw. 5.11 INDEPENDENCE OF THE REAL PROPERTY 20080707001033.017 Toe Real Property may be operated independently from other land and improvements not included within or located on the Land, and it is not necessary to own or control any property other than the Real Prcperty in order to meet the obligations of the landlord under any Lease, or in order to comply with the Legal Requirements. 5.12 COMPLETELoTSANDTAXPARCELS The Land is comprised exclusively of tax parcels that are entirely included within the Land, and, if the Land is subdivided, of subdivision lots that are entirely included within the Land. 5.13 TENANT RIGHTS TO INSURANCE AND CONDEMNATION PROCEEDS No Lease grants to any tenant a right to receive Insurance Proceeds or Condemnation Proceeds. 5. 14 OWNERSHIP OF FIXTURES The Borrower owns the Fixtures free of any encumbrances, including purchase money security interests, rights oflessors, and rights of sellers under conditional sales contracts or other financing arrangements. 5.15 COMMERCIALPROPERTY The Real Property is operated commercially as a mixed-use retail, office and residential apartment complex, and the Loan has not been made for personal, family or household purposes. 5.16 NO AGRICULTURAL USES The Real Property is not used principally for agricultural or farming purposes. 5.17 PERFORMANCE UNDERDEVELOPMENT AGREEMENTS All of the obligations of the owner of the Real Property due under the Development Agreements have been fully, timely and completely performed and such performance has been accepted by the related governmental agency or utility company, and no Governmental Authority has alleged that any default exists under any of the Development Agreements. 5.18 STATIJS OF CERTAIN TITLE MATTERS Each of the Easements included within the Appurtenances ( a) is valid and in full force and effect and may not be amended or terminated, except for cause, without the consent of the Borrower, (b) has not been amended or supplemented, (c) requires no Bristol 11 at Southport,. Renton, Washington AEGON Loan No. 89459 -Deed of Trust Seaul .. 3423660.4 0027988-00,43 -17- • 20080707001033.018 approval of the Improvements that has not been obtained, (d) is free of defaults or alleged defaults, (e) does not provide for any assessment against the Real Property that has not been paid in full, which is not disclosed on the commitment for title insurance issued by First American Title Insurance Company under Order Number NCS-346861-WAl dated June 3, 2008, and (f) has not been violated by the owner of the Real Property or, to the best of the Borrower's knowledge, by any tenant of the Real Property. 5.19 NO PROHIBITED TRANSACTIONS The Borrower represents to the Lender that either (a) the Borrower is not an "employee benefit plan" within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("BRISA"), that is subject to Title I ofERISA, a "plan" within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or an entity that is deemed to hold "plan assets" within the meaning of29 C.F.R. §2510.3-101 of any such employee benefit plan or (b) the entering into of the Loan Documents, the acceptance of the Loan by the Borrower and the existence of the Loan will not result in a non-exempt prohibited transaction under §406 ofERISA or Section 4975 of the Code. The Borrower further warrants and covenants that the foregoing representation will remain true during the term of the Loan. 5.20 TENANCY IN COMMON AGREEMENT The Borrower has provided the Lender with a complete and accurate copy ofits tenancy in common agreement dated as of June_, 2004, as amended (the ''Tenancy in Common Agreement"). The Tenancy in Common Agreement has not been amended, and there are no agreements or understandings that are in addition to, differ from or constitute a waiver or modification of any terms of the Tenancy in Common Agreement. Michael P. Christ has been appointed as the person to act on behalf of Borrower, may do so without the consent or participation of any other person or cotenant and may perform all acts, execute all agreements, give and receive all notices, pay and receive all payments, waive any terms, make any admissions and otherwise do or perform any act on behalf of Borrower and Lender shall have the right to rely upon such appointment without inquiry or confirmation of any kind. 6. COVENANTS 6.1 GOOD STANDING The Borrower shall remain in good standing as a tenancy in common under the laws of Washington and shall maintain in force all statements of fictitious name and registrations necessary for the lawful operation ofits business in Washington during the term of the Loan. Bristol TI at Southport, Renton, Washington AEGON Loon No. 89459 -Deed of Trust Seattle-3423660.4 0027988-00543 -18· . 20080707001033.019 6.2 No DEFAULT OR VIOLATIONS The Borrower shall not enter into any contract, agreement, document or other instrument, if the performance of the Borrower's Obligations would result in any breach of, or constitute a default under, any such contract, agreement, document or other instrument, or if the contract, agreement, document or other instrument would impose or contemplate any obligations the performance of which would result in a Default under the Loan Documents or would be inconsistent with the performance of the Borrower's Obligations. 6.3 PAYMENT AND PERFORMANCE The Borrower shall pay the Indebtedness and perform all of its other Obligations, as and when the Loan Documents require such payment and performance. 6.4 SPECIAL PURPOSE ENTITY Each entity comprising Borrower has not and will not: (i) engage in any business or activity other than the ownership, operation and maintenance of the Property, and activities incidental thereto; (ii) acquire or own any assets other than (A) the Property, and (B) such incidental Personal Property as may be necessary for the operation of the Property; (iii) merge into or consolidate with any Person, or dissolve, tenninate, liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (iv) fail to observe all organizational formalities, or fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the Legal Requirements of the jurisdiction of its organization or formation, or amend, modify, terminate or fail to comply with the provisions of its organizational documents; (v) own any subsidiary, or make any investment in, any Person; (vi) commingle its assets with the assets of any other Person; (vii) incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Indebtedness, unsecured trade payables and unsecured equipment leases (both of which must be incurred in the ordinary course of business relating to the ownership and operation of the Property) provided the same (x) do not exceed at any time in the aggregate a maximum amount of five percent (5%) of the principal amount of the Note, and (y) are paid within sixty (60) days after the date incurred; (viii) fail to maintain its records, books of account, bank accounts, financial statements, accounting records and other entity documents separate and apart from those of any other Person; (ix) enter into any contract or agreement with any general partner, member, shareholder, principal or affiliate, except upon terms and conditions that are Bristol II at Southport, Renton, Washington AEGON Loan No. 89459 -Deed ofTrus1 S,anJo-3423660.4 0027938--00543 -19· 20080707001033.020 intrinsically fair and substantially similar to those that would be available on an arm's-length basis with unaffiliated third parties; (x) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (xi) assume or guaranty the debts of any other Person, hold itself out to be responsible for the debts of any other Person, or otherwise pledge its assets for the benefit of any other Person or hold out its credit as being available to satisfy the obligations of any other Person; (xii) make any loans or advances to any Person; (xiii) fail to file its own tax returns (unless prohibited by Legal Requirements from doing so); (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business solely in its own name or fail to correct any known misunderstanding regarding its separate identity; (xv) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operation; (xvi) fail to allocate shared expenses (including shared office space) and to use separate stationery, invoices and checks; (xvii) fail to pay its own liabilities (including salaries of its own employees) from its own funds; and (xviii) acquire obligations or securities of its partners, members, shareholders or other affiliates, as applicable. 6.5 PAYMENTOFIMPOSITlONS The Borrower shall pay the Impositions on or before the last day on which they may be paid without penalty or interest, and shall, within thirty (30) days, furnish the Lender with a paid receipt or a cancelled check as evidence of payment of real and personal taxes and insurance premiums. If the Lender does not receive such evidence, the Lender may obtain it directly. If it does so, the Lender will charge the Borrower an administrative fee of Two Hundred Fifty Dollars ($250) for securing the evidence of payment. The payment of this fee shall be a demand obligation of the Borrower. The Borrower may meet the Imposition payment requirements of this Subsection 6.4 by remitting the Monthly Escrow Payments when due, by immediately providing Notice to the Lender of any new Imposition or increased Imposition unknown to the Lender, and by paying to the Lender on demand any amount required to increase the Escrow Fund to an amount sufficient to permit the Lender to pay all Impositions from the Escrow Fund on time. If the Borrower wishes to contest the validity or amount of an Imposition, they may do so by complying with Section 12. If any new Legal Requirement (other than a general tax on income or on interest payments) taxes the Deed of Trust so that the yield on the Indebtedness would be reduced, and the Bristol II at Southport, R.mton, Washington AEOON Loan No. 894l9 • Deed of Trust s .. nle-3423660.4 0027988-00S43 -20. Borrower may lawfully pay the tax or reimburse the Lender for its payment, the Borrower shall do so. 6.6 LEGALCONTROLOFTilEBORROWER 20080707001033.021 The Borrower shall remain under the Legal Control of one or more Permitted Control Group Members during the term of the Loan. 6.7 MANAGEMENT OF TilE REAL PROPERlY The Real Property sha!! be managed at all times by the Key Principal, by a property management company engaged by the Key Principal to manage the Real Property, or by a Qualified Property Manager. 6.8 MAINTENANCE OF TilE REAL PROPERTY The Borrower shall not commit or permit any waste of the Real Property as a physical or economic asset, and agrees to maintain in good repair the Improvements, including structures, roofs, mechanical systems, parking Jots or garages, and other components of the Real Property that are necessary or desirable for the use of the Real Property, or which the Borrower as landlord under any Lease is required to maintain for the benefit of any tenant In its performance of this Obligation, the Borrower shall promptly and in a good and workmanlike manner repair or restore, as required under Subsection 6.21, any elements of the Improvements that are damaged or destroyed. The Borrower shall also replace roofs, parking lots, mechanical systems, and other elements of the Improvements requiring periodic replacement. The Borrower shall carry out such replacements no less frequently than would a commercially reasonable owner intending to maintain the maximum income-generating potential of the Real Property over its reasonable economic life. The Borrower shall not, without the prior written consent of the Lender, demolish, reconfigure, or materially alter the structural elements of the Improvements, unless such an action is the obligation of the Borrower under a Lease approved by Lender or for which the Lender's approval is not required under the Absolute Assignment of Leases and Rents. The Lender agrees that any request for its consent to such an action shall be deemed given if the Lender does not respond within fifteen (15) Business Days to any written request for such a consent, if the request is accompanied by all materials required to permit the Lender to analyze the proposed action. 6.9 USEOFTilEREALPROPERTY The Borrower agrees that the Real Property may only be used as a mixed-use retail, office and residential apartment property and for no other purpose. No portion of the Real Property may be converted to a cooperative or condominium without Lender's prior written consent, which consent may be withheld in Lender's sole and absolute discretion. Bristol II at Southport, Renton, Washington AEGON Loan No. 89459 -De,e,d of Trust Seattle-3423660.4 0027988-00543 -21· 20080707001033.022 6.10 LEGAL REQUJllEMENTS The Borrower shall maintain in full force and effect all governmental approvals and licenses required for the conduct of the Borrower's business and for the maintenance and operation of the Real Property in compliance with applicable law, and shall comply with all Legal Requirements relating to the Real Property at all times. 6. I I CONTRACTS AND FRANCHISES The Borrower shall maintain in force all contracts and franchises necessary for the conduct of the Borrower's business and for the operation of the Real Property in accordance with good commercial practice. 6.12 COVENANfS REGARDINGCERTAlN TlTLEMAITERS The Borrower shall promptly pay, perform and observe all of its obligations under the Easements included within the Appurtenances or under reciprocal easement agreements, operating agreements, declarations, and restrictive covenants included in the Permitted Encumbrances, shall not modify or consent to the termination of any of them without the prior written consent of the Lender, shall promptly furnish the Lender with copies of all notices of default under them, and shall cause all covenants and conditions under them and benefiting the Real Property to be fully performed and observed, subject to Borrower's right to protest same as provided in Section 12 below. 6.13 INDEPENDENCE OF THE REAL PROPER1Y The Borrower shall maintain the independence of the Real Property from other land and improvements not included within or located on the Land. In fulfilling this covenant, the Borrower shall neither take any action which would make it necessary to own or control any property other than the Real Property in order to meet the obligations of the landlord under any Lease, or in order to comply with the Legal Requirements, nor take any action which would cause any land or improvements other than the Land and the Improvements to rely upon the Land or the Improvemems for those purposes. 6.14 COMPLETE LOTS AND TAX PARCELS The Borrower shall take no action that would result in the inclusion of any portion of the Land in a tax parcel or subdivision lot that is not entirely included within the Land. 6.15 C0MMERCIALPROPERTY The Real Property shall be operated commercially as a mixed-use retail, office and residential apartment complex, rather than for personal, family or household purposes. 6.16 NOAGRICULTURALUSES The Real Property shall not be used principally for agricultural or farming purposes. Bristol n at SOllthport, Renton, Washington AEGON Loan No. 89459 • Deed ofTrust Scattle-3423660.4 0027988-00S43 -22- 20080707001033.023 6.17 PERFORMANCE UNDERDEVELOPMENT AGREEMENTS The Borrower shall fully, timely and completely perform all of the obligations of the owner of the Real Property due under the Development Agreements and shall cause no default under any of the Development Agreements. 6.18 WAIVEROFLIENRIGHTS Each entity comprising Borrower waives all lien rights against the Property and subordinates the rights to any payments, reimbursements, contributions, and indemnities with respect to any amounts currently or hereafter owed by any other entity comprising Borrower to the rights of the Lender under the Loan Documents. 6.19 WAIVEROFRIGHTTOPARTITION Each entity comprising Borrower irrevocably waives and covenants with Lender not to pursue any partition of the Property or any portion or proceeds thereof so long as any portion of the Loan remains outstanding. 6.20 STATIJS OFCERTAJN D1LEMATIERS The Borrower shall not take or fail to talre any action with respect to the Easements included within the Appurtenances or the reciprocal easement agreements, operating agreements, declarations, and restrictive covenants included in the Permitted Encumbrances if, as the result of such an action or failure, the subject Easement or other title matter would (a) be rendered invalid or without force or effect, (b) be amended or supplemented without the consent of the Lender, ( c) be placed in default or alleged default, (d) result in any lien against the Real Property, or (e) give rise to any assessment against the Real Property, unless immediately paid in full. 6.21 RESTORATION UPON CASUALTY OR CONDEMNATION If a casualty or condemnation occurs, the Borrower shall promptly commence and diligently complete the Restoration of the Real Property, provided the related Insurance Proceeds or Condemnation Proceeds held by the Lender are available for Restoration under the terms of Sections 8.4 and 8.5. 6.22 PERFORMANCE OF LANDLORD OBLIGATIONS The Borrower shall perform its obligations as landlord under the Leases, shall cause the apartment units located on the Real Property to be professionally leased and managed in a manner that is consistent with good commercial practice for institutional owners of first-class multifamily apartment projects, and shall neither take any action, nor fail to take any action, if the action or failure would be inconsistent with the commercially reasonable management of the Real Property for the purpose of enhancing its Jong-term performance and value . Bristol II at Southport. Renton, Washington AEGON Loan No. 89459 • Dcc:d of Trust Seattle--3423660.4 00;2798&-00543 . 23. 20080707001033.024 6.23 FINANCIAL REPORTS AND OPERATING STATEMENTS (a) Maintenance of Books and Records During the term of the Loan, the Borrower shall maintain complete and accwate accounting and operational records, including copies of all Leases and other material written contracts relating to the Real Property, copies of all taX statements, and evidence to support the payment of all material property- related expenses. (b) Delivery of Financial and Property-Related Iriformation Within one hundred twenty (120) days after the end of each of its fiscal years, or, if a Default exists, on demand by the Lender, the Borrower shall deliver to the Lender (A) copies of the financial statements of the Borrower, including balance sheets and earnings statements, (B) a complete and accurate operating statement for the Real Property, and (C) a complete rent roll, all in form satisfactory to the Lender. The rent roll must be certified by the Borrower to be true and correct and must include each tenant's name, premises, square footage occupied and leased, rent, lease expiration date, renewal options and related rental rates, delinquencies, vacancies, other income, expenses, and the existence of any unsatisfied landlord obligations, e.g. in respect of free rent periods, unfinished tenant improvements or other leasing costs. If the Borrower fails to deliver the items required in this Subsection, the Lender may engage an accounting firm to prepare the required items. The Borrower shall cooperate fully with any investigative audit required to permit the accounting firm to produce these items, and the fees and expenses incurred in connection with their preparation shall be paid on demand by the Borrower. (c) Effect of Failure to Deliver Financial and Property Reports If no Default exists and the Borrower fails to provide the financial and property reports required under this Section, or the Carveout Obligor fails to provide its financial statements as required under the Carveout Guaranty and Indemnity, within one hundred twenty (120) days of the close of any fiscal year, the Lender will provide a Notice of this failure and a thirty (30)-day opportunity to cure before a Default shall exist. All monthly payments of principal and interest under the Note that become due after this cure period has elapsed but before the reports are received by the Lender must be accompanied by a fee of .000834 times the principal balance of the Loan at the beginning of the previous month, regardless of whether the Notice has asserted that the failure constitutes a Default under this Deed of Trust. This fee is to compensate the Lender for (A) the increased risk resulting from the Lender's inability to monitor and service the Loan using up-to-date information, and (B) the reduced value and liquidity of the Loan as a financial asset. (d) Certification of Infonnation The financial and operating statements provided under this Subsection need not, as an initial matter, be certified by an independent certified public Bristol Il at Southpon, Renton,. Washington AEGON LOan No. 89459 -Deed ofTru,t Seattle-3423660,4 0027988--00543 -24- 20080707001033.025 accountant as having been prepared in accordance with generally accepted accounting principles, consistently applied, or, in the case of financial statements prepared on a cash or income tax basis, or of operating statements, as not materially misleading based on an audit conducted in accordance with generally accepted auditing standards. The Borrower shall, however certify that such statements are true and correct, and the Lender expressly reserves the right to require such a certification by an independent certified public accountant if a Default exists or if the Lender has reason to believe that any previously provided financial or operating statement is misleading in any material respect. 6.24 EsTOPPEL STATEMENTS Upon request by the Lender, the Borrower shall, within ten ( 10) Business Days of Notice of the request, furnish to the Lender or to whom it may direct, a written statement acknowledging the amount of the Indebtedness and disclosing whether any offsets or defenses exist against the Indebtedness. Thereafter, the Borrower shall be estopped from asserting any other offsets or defenses, which were known to Borrower upon execution of the estoppel, and alleged to have arisen as of the date of the statement. 6.25 USE OF LOAN PROCEEDS The Loan proceeds shall be used solely for commercial purposes. 6.26 PROlllB!TION ON CUTOFF NOTICES The Borrower shall not issue any Notice to the Lender to the effect that liens on the Real Property after the date of the Notice will enjoy priority over the lien of this Deed of Trust. 6.27 PROHIBITED PERSON COMPLIANCE Borrower warrants, represents and covenants that neither Borrower nor any Obligor nor any of their respective affiliated entities is or will be an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224 issued on September 24, 2001 ("EOI3224''), (ii) whose name appears on the United States Treasury Department's Office of Foreign Assets Control ("OF AC") most current list of"Specifically Designated National and Blocked Persons" (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/tl lsdn.pdf), (iii) who commits, threatens to commit or supports ''terrorism", as that term is defined in E013224, or (iv) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in subparts [i] -[iv] above are herein referred to as a "Prohibited Person"). Borrower covenants and agrees that neither Borrower, nor any Obligor nor any of their respective affiliated entities will (i) conduct any business, nor engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services to Bristol II at Southport, Renton, Washington AEGON Loan No. 89459 · Deed of Trust Seattlo-3423660.4 0027988-00S43 20080707001033.026 or for the benefit of a Prohibited Person, or (ii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EOl 3224. Borrower further covenants and agrees to deliver (from time to time) to Lender any such certification or other evidence as may be requested by Lender in its sole and absolute discretion, confirming that (i) neither Borrower nor any Obligor is a Prohibited Person, and (ii) neither Borrower nor any Obliger has engaged in any business, transaction or dealings with a Prohibited Person, including, but not limited to, the making or receiving of any contribution of fimds, goods, or services, to or for the benefrt of a Prohibited Person. 6.28 NO TENANCY IN COMMON AMENDMENT Borrower covenants with Lender that (a) the Tenancy in Common Agreement shall not be tenninated or amended in any respect without Lender's prior written consent in each instance, which consent shall not be unreasonably withheld so long as such revisions are consistent with this Deed of Trust, and (b) the appointment of Michael Christ to act on behalf of Borrower shall not be withdrawn or modified unless such person is replaced by another single representative of each tenant in common comprising Borrower and Lender is given at least thirty (30) days' advance written notice thereof and of such person's address for notices. 7. INSURANCE REQUIREMENTS At all times until the Indebtedness is paid in full, the Borrower shall maintain insurance coverage and administer insurance claims in compliance with this Section. 7.1 REQUIRED COVERAGES (a) Open Perils/Special Form/Special Perils Property The Borrower shall maintain "Open Perils," "Special Form," or "Special Perils" property insurance coverage in an amount not less than one hundred percent (100%) of the replacement cost of all insurable elements of the Real Property and of all tangible Personal Property, with coinsurance waived, or if a coinsurance clause is in effect, with an agreed amount endorsement acceptable to the Lender. Coverage shall extend to the Real Property and to all tangible Personal Property. (b) Broad Form Boiler and Machinery If any boiler or other machinery is located on or abom the Real Property, the Borrower shall maintain broad form boiler and machinery coverage, including a form of business income coverage. (c) F1ood If the Real Property is located in a special flood haz.ard area (that is, an area within the 100-year floodplain) according to the most current flood insurance rate map issued by the Federal Emergency Management Agency and if flood Bristol II at Southport, Renton, Washington AEGON Loan No. 89459 -Deed of Trust Seattle-3423660.4 0027988-00543 -26- 20080707001033.027 insurance is available, the Borrower shall maintain flood insurance coverage on all insurable elements of Real Property and of all tangible Personal Property. (d) Business Interruption The Borrower shall maintain a form of business income coverage in the amount of eighty percent (80%) of one year's business income from the Property_ (e) Comprehensive/General Liability The Borrower shall maintain commercial general liability coverage (which may be in the form of umbrella/excess liability insurance) with a One Million Dollar ($1,000,000) combined single limit per occurrence and a minimum aggregate limit of Two Million Dollars ($2,000,000). (f) Liquor Liability The Borrower shall maintain liquor liability coverage, if applicable law may impose liability on those selling, serving, or giving alcoholic beverages to others and if such beverages will be sold, served or given on the Real Property by the Borrower. (g) Elective Coverages The Lender may require additional coverages appropriate to the property type and site location. Additional coverages may include earthquake, windstorm, mine subsidence, sinkhole, personal property, supplemental liability, or coverages of other property-specific risks- (h) Waiver of Earthquake Coverage Requirement The Lender agrees that no earthquake coverage shall be required unless AEGON reasonably determines that a material risk exists that a significant earthquake may occur and result in a "probable maximum Joss" due to earthquake in excess of twenty-five percent (25%) of the value of the Real Property. Any such determination shall be conclusively presumed to be reasonable if (A) the Real Property is located in Seismic Zone JV or its equivalent, or (B) the Real Property is located in Seismic Zone I!I or its equivalent, the Improvements were not constructed in accordance with substantially modern standards for minimizing the effect of earthquake, and the peak ground acceleration at the site exceeds 0.25g. If such a requirement is imposed, the Borrower may at its expense obtain a study, prepared by a consultant approved in advance by the Lender, opining that the probable maximum Joss in the event of an earthquake would be Jess than twenty-five percent (25%) of the value of the Real Property_ If such a study is obtained, the Lender will waive its requirement 7.2 PRIMARY COVERAGE Each coverage required under this Section shall be primary rather than contributing or secondary to the coverage Borrower may carry for other properties or risks, provided, Bristol II at Southpon, Renton, Washington AEGON Loan No. 89459 -Deed of Trust Seattle-34236«!.4 002798&-00543 -27- 20080707001033.028 however, that blanket coverage shall be acceptable if (a) the policy includes limits by property location, and {b) the Lender determines, in the exercise of its sole and absolute discretion, that the amount of such coverage is sufficient in light of the other risks and properties insured under the blanket policy. 7.3 HOWTHELENDERSHALLBENAMED On all property insurance policies and coverages required under this Section (including coverage against loss of business income), the Lender must be named as "first mortgagee" under a standard mortgagee clause. On all liability policies and coverages, the Lender must be named as an "additional insured." The Lender shall be referred to verbatim as follows: "Monumental Life Insurance Company and its successors, assigns, and affiliates; as their interest may appear; c/o AEGON USA Realty Advisors, Inc.; Mortgage Loan Dept.; 4333 Edgewood Rd., NE; Cedar Rapids, Iowa 52499-5443." 7.4 RATING Each insurance carrier providing insurance required under this Section must have, independently of its parent's or any reinsurer's rating, a General Policyholder Rating of A, and a Financial Rating of X or better, as reported in the most current issue of Best's Insurance Guide, or as reported by Best on its internet web site. 7 .5 DEDUCTIBLE The maximum deductible on each required coverage or policy is One Hundred Thousand Dollars ($100,000). 7 .6 NOTICES, CHANGES AND RENEW A1.S All policies must require the insurance carrier to give the Lender a minimum of ten (10) days' notice in the event of modification, cancellation ortennination for nonpayment of premium and a minimum of thirty (30) days' notice of nonrenewal. The Borrower shall report to the Lender immediately any facts known to the Borrower that may adversely affect the appropriateness or enforceability. of any insurance contract, including, without limitation, changes in the ownership or occupancy of the Real Property, any hazard to the Real Property and any matters that may give rise to any claim. Prior to expiration of any policy required under this Section, the Borrower shall provide either (a) an original or certified copy of the renewed policy, or (b) a "binder," an Acord 28 (real property), Acord 27 (personal property) or Acord 25 (liability) certificate, or another document satisfactory to the Lender conferring on the Lender the rights and privileges of mortgagee. If the Borrower meets the foregoing requirement under clause (b ), the Borrower shall supply an original or certified copy of the original policy within ninety (90) days. All binders, certificates, documents, and original or certified copies of policies must name the Borrower as a named insured or as an additional insured, must include the complete and accurate property address and must bear the original signature of the issuing insurance agent. Bristol II at Southpon, Renton. Wo!Shington AEGON Loan No. 89459. Deed -of Trust Seattle-3423660.4 0027988-0050 -28· 20080707001033.029 7.7 UNEARNED PREMIUMS If this Deed of Trust is foreclosed, the Lender may at its discretion cancel any of the insurance policies required under this Section and apply any unearned premiums to the Indebtedness. 7.8 FORCED PLACEMENT OF INSURANCE If the Borrower fails to comply with the requirements of this Section, the Lender may, at its discretion, procure any required insurance. Any premiums paid for such insurance, or the allocable portion of any premium paid by the Lender under a blanket policy for such insurance, shall be a demand obligation under this Deed of Trust, and any unearned premiums under such insurance shall comprise Insurance Proceeds and therefore a portion of the Property. 8. INSURANCE AND CONDEMNATION PROCEEDS 8.1 PROVISIONS OF APPROVED KEY LEASES TO GOVERN The Lender agrees to permit the use of Insurance Proceeds and Condemnation Proceeds by the Borrower to meet its obligations as landlord under any Key Lease approved by the Lender at the time of the origination of the Loan or during the Loan term to effect the Restoration of the premises, provided (a) no Default exists, (b) the Lender may hold the Insurance Proceeds or Condemnation Proceeds and condition their disbursement as described in Subsections 8.5 and 8.7, and (c) the tenant under the related Key Lease confmns to the Lender in writing that it is committed to pay full Rent following the completion of the Restoration. The remaining provisions of this Section shall apply to the extent that they are consistent with the terms of an approved Key Lease. 8.2 ADJUSTMENT ANDCOMPROM!SEOFCLAIMS AND AWARDS The Borrower may settle any insurance claim or condemnation proceeding if the effect of the casualty or the condenmation may be remedied for One Hundred Thousand Dollars ($100,000) or less. If a greater sum is required, the Borrower may not settle any such claim or proceeding without the advance written consent of the Lender. If a Default exists, the Borrower may not settle any insurance claim or condemnation proceeding without the advance written consent of the Lender. 8.3 DIRECT PAYMENT TO 111E LENOER OF PROCEEDS If the Insurance Proceeds received in connection with a casualty or the Condemnation Proceeds received in respect of a condenmation exceed One Hundred Thousand Dollars ($100,000), or if there is a Default, then such proceeds shall be paid directly to the Lender. The Lender shall have the right to endorse instruments which evidence proceeds that it is entitled to receive directly. Bristol II at Southport, Renton, Wasbingt0n AEGON Loan No. 89459. Deed of Trust Seatt!e-.'W23660.4 0027988-00543 -29- 20080707001033.030 8.4 AV AILABIL!TY TO 11!E BORROWER OF PROCEEDS The Borrower shall have the right to use the Insurance Proceeds or the Condemnation Proceeds to carry out the Restoration of the Real Property, if the amount received is less than One Million Two Hundred Forty Thousand Dollars ($1,240,000), subject to the conditions set forth in Subsections 8.5. 8.6, and 8.7 of this Section. If the amount received in respect of a casualty or condemnation equals or exceeds One Million Two Hundred Forty Thousand Dollars ($1,240,000), and if the Loan-to-Value ratio of the Property on completion will be sixty percent (60%) or less, as determined by the Lender in its discretion based on its estimate of the market value of the Real Property, the Lender shall receive such Insurance Proceeds or Condemnation Proceeds directly and hold them in a fund for Restoration subject to the conditions set forth in Subsections 8.5. 8.6. and 8.7 of this Section. If the Lender's estimate of the market value of the Real Property implies a Loan-to-Value ratio of over sixty percent (60%), and the Borrower disagrees with the Lender's estimate, the Borrower may require that the Lender engage an independent appraiser (the "Fee Appraiser") to prepare and submit to AEGON a full narrative appraisal report estimating the market value of the Real Property. The Fee Appraiser shall be certified in Washington and shall be a member of a national appraisal organization that has adopted the Uniform Standards of Professional Appraisal Practice (USP AP) established by the Appraisal Standards Board of the Appraisal Foundation. The Fee Appraiser will be required to use assumptions and limiting conditions established by the Lender in its reasonable discretion and to prepare the appraisal in conformity with the Lender's Appraisal Guidelines. For purposes of this Section, the independent appraiser's value conclusion shall be binding on both the Lender and the Borrower. The Borrower shall have the right to make a prepayment of the Loan, without premium, sufficient to achieve this Loan-to-Value ratio. The independent fee appraisal shall be at the Borrower's expense, and the Borrower shall pay to the Lender an administrative fee of Two Thousand Five Hundred Dollars ($2,500) in connection with its review. The Lender may require that the Borrower deposit Ten Thousand Dollars ($10,000) with the Lender as security for these expenses or may pay the fee appraiser's and administrative fees from the proceeds at its sole discretion. Unless the Borrower has the right to use the Insurance Proceeds or the Condemnation Proceeds under the foregoing paragraphs, the Lender may, in its sole and absolute discretion, either apply them to the Loan balance or disburse them for the purposes of repair and reconstruction, or to remedy the effects of the condemnation. No prepayment premium will be charged on Insurance Proceeds or Condemnation Proceeds applied to reduce the principal balance of the Loan. 8.5 CONDITIONS TO AVAILABILITY OF PROCEEDS The Lender shall have no obligation to release Insurance Proceeds or Condemnation Proceeds to the Borrower, and may hold such amounts as additional security for the Loan, if (a) a Default exists, (b) the Lender has delivered to the Borrower Notice of any act, omission or circumstance that will, if uncured, become a Default, and the Bristol TI at Southport, :Renton, Washington AEGON Loan No. 894S9. Deed ofTrus1 Seattle-3423660.4 0027988.()()543 -30- 20080707001033.031 required cure has not been effected, or (c) if the Insurance Proceeds or Condemnation Proceeds received by the Lender and any other funds deposited by the Borrower with the Lender are insufficient, as determined by the Lender in its reasonable discretion, to complete the Restoration. If a Default exists, the Lender may at its sole and absolute discretion apply such Insurance Proceeds and Condemnation Proceeds to the full or partial cure of the Default. 8.6 GROSS UP OF RESTORATION FUND; l'ERMIITED MEzZANINE FINANCING lfthe Lender determines that the Insurance Proceeds or Condemnation Proceeds received in respect of a casualty or a condemnation, as the case may be, would be insufficient to permit the Borrower to effect the Restoration, then the Borrower shall deposit in the Restoration Fund such additional funds as the Lender determines are necessary to effect the Restoration. The Lender agrees to permit the Borrower to secure mezzanine financing in order to meet its obligation under this Subsection. The mezzanine Joan may be secured by a pledge of interests in the Borrower, subject to an inter-creditor agreement on market terms for securitized loans. 8.7 DRAWREQUIREMENTS The Borrower's right to receive Insurance Proceeds and Condemnation Proceeds held by the Lender under this Section shall be conditioned on the Lender's approval of plans and specifications for the Restoration. Each draw (other than the final draw) shall be in the minimum amount of $50,000. Draw requests shall be accompanied by customary evidence of construction completion, and by endorsements to the Lender's mortgagee title insurance coverage insuring the absence of construction, mechanics' or materialmen's liens. Draws based on partial completion of the Restoration shall be subject to a ten percent (10%) holdback. All transactional expenses shall be paid by the Borrower. 9. ESCROW FUND The Borrower shall pay the Monthly Escrow Payment on the first (1st) day of every month, commencing with the month in which the first regular payment of principal and interest is due. The Lender shall hold Monthly Escrow Payments in a non-interest-bearing fund from which the Lender will pay on a timely basis those Escrow Expenses that the Lender has anticipated will become payable on a regular basis during the Loan's term, and on which the Lender has based its determination of the Monthly Imposition Requirement, the Monthly Insurance Premium Requirement and the Monthly Reserve Requirement. The Escrow Fund will be maintained as an accounting entry in the Lender's general account, where it may be commingled with the Lender's other funds. The Lender may reanalyze the projected Escrow Expenses from time to time and shall advise the Borrower of any change in the amount of the Monthly Escrow Payment. Upon the foreclosure of this Deed of Trust, the delivery of a deed in lieu of foreclosure, or the payoff of the Loan, the Lender shall apply amounts in the Escrow Fund, net of accrued Escrow Expenses, to the Indebtedness. The Lender shall remit any amounts in excess of the Indebtedness to the Borrower. Bristol II at SOUthport, Renton. Washington AEGON Loan Mo. 89459-Deed ofTMt S"'1tle-3423660.4 0027988-00543 -31- 20080707001033.032 10. DEFAULT 10.! PAYMENT DEFAULTS A "Default" shall exist without Notice upon the occurrence of any of the following events: (a} Scheduled Payments The Borrower's failure to pay, or to cause to be paid, (i) any regular monthly payment of principal and interest under the Note, together with any required Monthly Escrow Payment, on or before the tenth ( I 0th) day of the month in which it is due or (ii) any other scheduled payment under the Note, this Deed of Trust or any other Loan Document. (b) Payment at Maturity The Borrower's failure to pay, or to cause to be paid, the Indebtedness when the Loan matures by acceleration under Section 16, because of a transfer or encumbrance under Section 13. or by lapse of time. (c) Demand Obligations The Borrower's failure to pay, or to cause to be paid, within five (5) Business Days of the Lender's demand, any other amount required under the Note, this Deed of Trust or any of the other Loan Documents. 10.2 lNCURAl.!LE NON-MONETARY DEFAULT A Default shall exist upon any of the fo!lowing (each of which is an "Incurable Non- Monetary Default"): (a} Material Untruth or M"1Srepresentation The Lender's discovery that any representation made by the Borrower in any Loan Document was materially untrue or misleading when made, if the misrepresentation either was intentional or is not capable of being cured as described in Subsection 10.3(a) below. (b) Due on Sale or Encumbrance The occurrence of any sale, conveyance, transfer or vesting that would result in the Loan becoming immediately due and payable at the Lender's option under Section j3. (c) Voluntary Bankruptcy Filing The filing by either entity comprising Borrower or the Guarantor of a petition in bankruptcy or for relief from creditors or a filing of either entity comprising Borrower against the other under any present or future law that affords general protection from creditors. (d) Insolvency The failure of the Borrower generally to pay its debts as they become due, its admission in writing to an inability so to pay its debts, the making by the Bristol II at Southport, Renton, Washington AEGON Loan No. 89459 -Deed of Trust Smtle-3423660.4 0027988-005'13 -32- Borrower of a general assignment for the benefit of creditors, or a judicial detennination that the Borrower is insolvent. (e) Receivership The appointment of a receiver or trustee to take possession of any of the assets of the Borrower. (/) Levy or Attachmenl The taldng or seizure of any material portion of the Property under levy of execution or attachment. (g) Lien 20080707001033.033 The filing against the Real Property of any lien or claim of lien for the performance of work or the supply of materials, or the filing of any federal, state or local tax lien against the Borrower, or against the Real Property, unless the Borrower promptly complies with Section I;\ of this Deed of Trust. (h) Defaults wuJer other loan Docwnents The existence of any default under any other Loan Document, provided any required Notice of such default has been given and any applicable cure period has expired. (1) DissoluJion or Liquidation Either Borrower shall initiate or suffer the commencement of a proceeding for its dissolution or liquidation, and such proceeding shall not be dismissed within thirty (30) days, or the Borrower shall cease to exist as a legal entity (unless resulting in a Permitted Transfer). 10.3 CURABLENON-MONETARYDEFAULT A Default shall exist, following the cure periods specified below, under the following circumstances: (a} Unintentional Misrepresentations that are Capable of Being Cured A ''Default" shall exist, with Notice, if the Lender discovers that the Borrower has unintentionally made any material misrepresentation that is capable of being cured, unless the Borrower promptly commences and diligently pursues a cure of the misrepresentation approved by the Lender, and completes the cure within thirty (30) days. Any such cure shall place the Lender in the risk position that would have existed had the false representation been true when made. (b) Involuntary Bankruptcy or Similar Filing Either Borrower or the Guarantor becomes the subject of any petition or action seeking to aqjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition ofit or its debts under any law relating to bankruptcy, insolvency or reorganization or relief, or that may result in a composition of its debts, Bristol Il 11.t S0uthp0tt, Renton, Washington AEGON Loan No. 894S9 • Deed ofTrust Seattle-3423660.4 0027988-00S4:3 .JJ. • 20080707001033.034 provide for the marshaling of such Borrower's or the Guarantor's assets for the satisfaction of its debts, or result in the judicially ordered sale of the Borrower's or the Guarantor's assets for the purpose of satisfying its obligations to creditors, unless a motion for the dismissal of the petition or other action is filed within ten (10) days and results in its dismissal within sixty (60) days of the filing of the petition or other action. (c) Entry of a Material Judgment Any judgment is entered against either Borrower or any other Obligor, and the judgment may materially and adversely affect the value, use or operation of the Real Property, unless the judgment is satisfied within ten (10) business days. ( d) Other Defaults Either Borrower fails to observe any promise or covenant made in this Deed of Trust, unless the failure results in a Default described elsewhere in this Section 13, provided the Lender delivers written Notice to the Borrower of the existence of such an act, omission or circumstance, and that such an act, omission or circwnstance shall constitute a Default under the Loan Documents unless the Borrower promptly initiates an effort to cure the potential Default, pursues the cure diligently and continuously, and succeeds in effecting the cure within one hundred twenty (120) days of its receipt of Notice. The Lender shall afford the Borrower an additional period of one hundred twenty (120) days in cases where construction or repair is needed to ewe the potential Default, and the cure cannot be completed within the first one hundred twenty (120) day cure period. During the cure period, the Borrower has the obligation to provide on demand satisfactory documentation of its effort to cure, and, upon completion, evidence that the cure has been achieved. All notice and cure periods provided in this Deed of Trust shall run concurrently with any notice or cure periods provided by law and in any of the other Loan Documents. 11. RIGHT TO CURE The Lender shall have the right to cure any Default. The expenses of doing so shall be part of the Indebtedness, and the Borrower shall pay them to the Lender on demand. 12. CONTEST RIGHTS The Borrower may secure the right to contest Impositions and construction, mechanics' or materialmen's liens, through appropriate proceedings conducted in good faith, by either (A) depositing with the Lender an amount equal to one hundred twenty-five percent (125%) of the amount of the Imposition or the lien, or (B) obtaining and maintaining in effect a bond issued by a surety acceptable to the Lender, in an amount equal to the greater of(i) the amount of a required deposit under clause (A) above, and (ii) the amount required by the surety or by the Brist.Ql llat Southport, Renton. Washington AEGON Loan No. 89459 -Otta of Trust Seattle-3423660.4 002798&-00543 .34. 20080707001033.035 court in order to obtain a court order staying the foreclosure of the lien pending resolution of the dispute, and releasing the lien of record. The proceeds of such a bond must be payable directly to the Lender. The surety issuing such a bond must be acceptable to the Lender in its reasonable discretion. After such a deposit is made or bond issued, the Borrower shall promptly commence the contest of the lien and continuously pursue that contest in good faith and with reasonable diligence. If the contest of the related Imposition or lien is unsuccessful, any deposits or bond proceeds shall be used to pay the Imposition or to satisfy the obligation from which the lien has arisen. Any surplus shall be refunded to the Borrower. 13. DUE ON TRANSFER OR ENCUMBRANCE Upon the sale or transfer of any portion of the Real Property, the commencement of any action for the partition of the Real Property, or any other conveyance, transfer or vesting of any direct or indirect interest in the Borrower or the Property, including (i) the direct or indirect transfer of, or the granting of a security interest in, the ownership of the Borrower, (ii) any encumbrance ( other than a Permitted Encwnbrance) of the Real Property (unless the Borrower contests the encumbrance in compliance with Section 12), (iii) the lease, license or granting of any security interest in the Personal Property, and (iv) any partition or the commencement of any action for the partition of the Property, the Indebtedness shall, at the Lender's option, become immediately due and payable upon Notice to the Borrower, unless the sale, conveyance, transfer or vesting is a Permitted Transfer or is permitted by Section 8.6. 14. DUE ON SALE EXCEPTIONS The following transfers and encumbrances shall constitute Permitted Transfers: 14. l PERMI1TED TRANSFER TO AN APPROVED PURCHASER Each entity comprising Borrower shall have the right, on one occasion during the term of the Loan, to sell or transfer its entire interest in the Property to a third party in a transaction approved by the Lender. Such a transfer may occur separately or in connection with a transfer of both tenancy in common interests to a single transferee. The Lender agrees that any such a transfer shall be a Permitted Transfer if the following conditions are satisfied: (a) No Default No Default shall exist, and no act, omission or circumstance shall exist which, if uncured following Notice and the passage of time, would become a Default. (b) Request and Supporting Materials The Lender shall receive a written request for its approval at least ninety (90) days before the proposed transfer. The request shall specify the identity oftl1e proposed transferee and the purchase price and other terms of the transaction, shall include a copy of the proposed contract of sale, and shall be Bristol ll et Southport, Renton. Washington AEGON Loan No. 89459. De,d o[Tnm See..ttle-3423660.4 00279&8-00543 .35. 20080707001033.036 accompanied by the financial statements. tax returns, and organizational documents of the proposed transferee and its principals. (c) Criteria to be Considered The ownership structure, financial strength, credit histoi:y and demonstrated property management expertise of the proposed transferee and its principals shall be satisfactol)' to the Lender in its sole discretion. The Lender expressly reserves the right to withhold its approval of the proposed transfer if the proposed transferee or any of its principals is or has been the subject of any bankruptcy, insolvency, or similar proceeding. (d) Assumption Agreement Under the terms of the proposed transfer, the proposed transferee shall assume the Loan, without modification, under the tenns of an assumption agreement and additional documentation satisfactol)' to the Lender in form and substance. Under the assumption agreement, the transferee shall provide a representation as to the purchase price paid for the Real Property. The Lender shall have the right to require modification of the Loan Documents to address any change in the Property's ownership structure. (e) Liability for Carveout Obligations Under the terms of the assumption agreement and additional documentation, the Borrower shall be released from liability for accrued Carveout Obligations provided one or more individuals or entities satisfactmy to Lender assume such liability at the time of the assumption of the Loan. Otherwise, liability for Carveout Obligations arising after the date of the transfer and assumption shall be assumed by the transferee or by other individuals or entities satisfactory to the Lender, and liability for the Carveout Obligations arising before or in connection with the transfer shall be retained by those liable for them before the transfer and assumption. (/) Payment Guarantee Under the terms of the assumption agreement and additional documentation, liability under the Payment Guarantee, if then in effect, shall be assumed by the proposed transferee and its principals and the Guarantor shall be released from liability under the Payment Guarantee provided the assuming guarantor(s) have been approved by Lender. (g) Title Insurance Endorsement The Borrower shall agree to provide an endorsement to the Lender's mortgagee title insurance policy, insuring the continued validity and priority of this Deed of Trust following the assumption. (h) Assumption Fee The Lender shall receive an assumption fee of one percent (1%) of the Allocated Outstanding Loan Balance, and the transferring tenant in common shall agree to reimburse the Lender's out-of-pocket expenses incurred in Bristol II at Soulhpon. :Renton, Washfflgton AEGON Loan No. 89459 • Deed ofTolst Seanl,.J4236W.4 0027988-00543 -36- 20080707001033.037 connection with the proposed transfer, including title updates and endorsement charges, recording fees, any applicable taxes and attorneys' fees, regardless of whether the transfer is consummated. For purposes of this Section 14.Hh}, the "Allocated Outstanding Loan Balance" is the product of (i) the then outstanding balance of the Loan and (ii) the fractional interest in the Property being purchased by the proposed transferee. 14.2 PERMITIED TRANSFER OF CERTAIN PASSIVE INTERESTS Any transfer of (a) direct or indirect interests in either entity comprising Borrower, or (b) JS LAND' s interest in the Real Property to Southport that meets the requirements of this Section (a "Qualified Passive Interest Transfer") shall be a Permitted Transfer, and no transfer fee, assumption fee, processing fee or document review fee shall be charged in connection with the transfer. The requirements are the following: (a) The transferring entity shall deliver advance notice of the proposed transfer, together with evidence reasonably satisfactory to the Lender that the proposed transfer would meet the requirements of this Section. Such evidence shall include a narrative description and detailed pre-and post-transfer organizational charts of such entity. (b) No Default shall exist at the time of the transfer. ( c) The proposed transfer shall not result in any violation of the covenants of the Loan Documents relating to the management of the Real ProPerty and Legal Control of the Borrower. (d) Any Carveout Obligor that is not a natural person shal~ after the transfer, remain an Affiliate of the Permitted Control Group Members who will exercise Legal Control of the Borrower after the transfer. 14.3 ESTATE PLANNING TRANSFERS A transfer for estate planning purposes of direct or indirect interests in either entity comprising Borrower to a trust for the benefit of Permitted Control Group Members or members of their immediate families shall be pennitted, if the transfer does not result in a change of Legal Control or management control of the Real Property, does not reduce the assets at risk wi1h respect to the Carveout Obligations to less 1han the Net Worth Requirement, and does not change the identity or capacity of any controlling entity in the ownership structure. 14.4 TRANSACTION COSTS The Borrower shall pay all out-of-pocket expenses incurred by the Lender in the review and processing of a proposed or completed Permitted Transfer, regardless of whether the Permitted Transfer is carried out. Bris.tol ll at Southport, Rent0n, Washington AEGON Loan No. 89459 • Dee<! ofTrust Seattle-3423660.4 0027988-00543 _37. 20080707001033.038 1S. NOTICE OF ABSOLUTE ASSIGNMENT OF LEASES AND RENTS Under the Absolute Assignment of Leases and Rents, the Borrower has assigned to the Lender, and to its successors and assigns, all of the Borrower's right and title to, and interest in, the Leases, including all rights under the Leases and all benefits to be derived from them. The rights assigned include all authority of the Borrower to modify or terminate Leases, or to exercise any remedies, and the benefits assigned include all Rents. This assignment is present and absolute and includes all rights conferred by RCW 7.28.230 and related laws, statutes and cases, as amended, but under the terms of the Absolute Assignment of Leases and Rents, the Lender has granted the Borrower a conditional license to collect and use the Rents, and to exercise the rights assigned, in a manner consistent with the Obligations, all as more particularly set forth in the Absolute Assignment of Leases and Rents. The Lender may, however, tenninate the license by written Notice to the Borrower on certain conditions set forth in the Absolute Assignment of Leases and Rents. 16. ACCELERATION If a Default exists, the Lender may, at its option, declare the unpaid principal balance of the Note to be immediately due and payable, together with all accrued interest on the Indebtedness, all costs of collection (including reasonable attorneys' fees and expenses) and all other charges due and payable by the Borrower under the Note or any other Loan Document !fthe subject Default has arisen from a failure by the Borrower to make a regular monthly payment of principal and interest, the Lender shall not accelerate the Indebtedness unless the Lender shall have given the Borrower at least three (3) Business Days' advance Notice of its intent to do so. If the subject Default is curable and non-monetary in nature, the Lender shall exercise its option to accelerate only by giving Notice of acceleration to the Borrower. The Lender shall not give any such Notice of acceleration until ( a) the Borrower has been given any required Notice of the prospective Default, and (b) any applicable cure period has expired. Except as expressly described in this Section, no notice of acceleration shall be required in order for the Lender to exercise its option to accelerate the Indebtedness in the event of Default. 17. RIGHTS OF ENTRY AND TO OPERATE 17.J ENTRYONREALPROPERTY If a Default exists, the Lender may, to the extent permitted by law, enter upon the Real Property and take exclusive possession of the Real Property and of all books, records and accounts, all without Notice and without being guilty of trespass, but subject to the rights of tenants in possession under the Leases. If the Borrower remains in possession of all or any part of the Property after Default and without the Lender's Bristol JI at Southport, Renton, Washington AEGON Loan No. 894S9 • DE<d ofTrust Seattle-3423660.4 0027988-00S43 .Jg. prior written consent, the Lender may, without Notice to the Borrower, invoke any and all legal remedies to dispossess the Borrower. 17.2 OPERATION OF REAL PROPERTY 20080707001033.039 Following Default, the Lender may hold, lease, manage, operate or otherwise use or permit the use of the Real Properly, either itself or by other persons, firms or entities, in such manner, for such time and upon such other terms as the Lender may deem to be prudent under the circumstances (making such repairs, alterations, additions and improvements thereto and taking any and all other action with reference thereto, from time to time, as the Lender deems prudent), and apply all Rents and other amounts collected by the Lender in accordance with the provisions of the Absolute Assignment of Leases and Rents. 18. RECEIVERSHIP Following Default, the Lender may apply to a court of competent jurisdiction for the appointment of a receiver of the Properly, ex parte without Notice to the Borrower, whether or not the value of the Property exceeds the Indebtedness, whether or not waste or deterioration of the Real Property has occurred, and whether or not other arguments based on equity would justify the appointment. The Borrower irrevocably, with knowledge and for valuable consideration, consents to such an appointment. Any such receiver shall have all the rights and powers customarily given to receivers in Washington, including the rights and powers granted to the Lender by this Deed of Trust, the power to maintain, lease and operate the Real Property on terms approved by the court, and the power to collect the Rents and apply them to the Indebtedness or otherwise as the court may direct. Once appointed, a receiver may at the Lender's option remain in place until the Indebtedness has been paid in full. 19. FORECLOSURE; POWER OF SALE 19.1 FORECLOSURE UNDER WASHINGTON LAW Upon Default, the Lender may immediately proceed to foreclose the lien of this Deed of Trust, against all or part of the Property, or to sell the Property, by judicial or nonjudicial foreclosure in accordance with the laws of Washington and may pursue any other remedy available to commercial mortgage lenders under the laws of Washington. Specifically, upon the occurrence ofa Default and written request of the Lender, Trustee shall sell the Property, or any part lhereof, in accordance with the Deed of Trust Act of the State of Washington (RCW Chapter 61.24 as existing now, or hereafter amended) and the UCC oflhe State of Washington where applicable, without regard to any right of marshaling of assets, at public auction to the highest bidder for cash at such time and at such place as are statutorily prescribed. In connection with any sales hereunder, Trustee may elect to sell any Fixtures or Personal Property encumbered by this Deed of Trust at the same sale as the Real Property or to dispose of the same in one or more separate sales in accordance with Bristol 11 at Soulhport, Renton. Washington AEGON Loan No. 89459 -Deed of Trust Seattlc-3423660.4 0027988--00~3 .39. 20080707001033.040 applicable law. Any sale of any Personal Property hereunder shall be conducted in any manner permitted by the UCC. The Borrower acknowledges that there is no right to an extension of the Trustee's sale on "equitable" or other grounds, and that the Lender's remedies under this Deed of Trust shall not be affected or impaired by the exercise of any right of set off or to collect and apply rents, profits, insurance proceeds or condemnation awards. Any person except Trustee may bid at a Trustee's sale. Subject to applicable law, Trustee shall apply the proceeds of the sale in the following order: {I) to the expense of sale, including a reasonable Trustee's fee and attorneys' fees; (2) to the obligation secured by this Deed of Trust; (3) the surplus, if any, shall be distributed in accordance with said Deed of Trust Act. Trustee shall deliver to the purchaser at the sale its deed, without warranty, which shall convey to the purchaser the interest in the Property which the Borrower had or had the power to convey at the time of the Borrower's execution of this Deed of Trust, and such as the Borrower may have acquired thereafter. Trustee's deed shall recite the facts showing that the sale was conducted in compliance with all the requirements of law and of this Deed of Trust, which recital shall be prima facie evidence of such compliance and conclusive evidence thereof in favor of bona fide purchasers and encumbrancers for value. The Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which the Borrower, Trustee or the Lender shall be a party, unless such action or proceeding is brought by the Trustee. 19.2 RIGHT TO A DEFICIENCY After the date of any trustee's sale at which the Lender or any affiliate of the Lender is the successful bidder, or after the date of the Lender's or such affiliate's acceptance of a deed in lieu thereof(either such date, the "Sale Date''), the Borrower shall, to the extent permitted under RCW 61.24.100 or any successor statute or amendment, remain personally liable to the Lender for the Carveout Obligations. The Borrower's total liability after the Sale Date shall not, however, exceed the amount by which the fair value of the Real Property on the Sale Date (less the then outstanding amounts of prior liens) is less than the outstanding amount of the Indebtedness immediately prior to the Sale Date. The extent of the Borrower's liability in respect of waste to the Property shall be limited to the amount of such difference that is caused by waste of the Real Property committed by the Borrower after the date this Deed of Trust is granted. Any deficiency for which the Borrower is liable hereunder shall bear interest at the Default Rate from the Sale Date to and including the date of payment. 20. WAIVERS To the maximum extent permitted by law, the Borrower irrevocably and unconditionally WAIVES and RELEASES any present or future rights (a) ofreinstatement or redemption, (b) that may exempt the Property from any civil process, (c) to appraisal or valuation of the Property, ( d) to extension oftime for payment, ( e) that may subject the Lender's exercise of its remedies to the administration of any decedent's estate or to any partition or liquidation action, (f) to any homestead and exemption rights provided by the Constitution and laws of the Bristol 11 at Somhport, Renton, Washington AEGON Loan No. 89459 r Deed of Trust SeattJo.3423660.4 0021988-00S43 -4(). 20080707001033.041 United States and of Washington, (g) to notice of acceleration ornotice of intent to accelerate (other than as expressly stated herein), and (h) that in any way would delay or defeat the right of the Lender to cause the sale of the Real Property for the purpose of satisfying the Indebtedness. The Borrower agrees that the price paid at a lawful foreclosure sale, whether by the Lender or by a third party, and whether paid through cancellation of all or a portion of the Indebtedness or in cash, shall conclusively establish the value of the Real Property. The foregoing waivers shall apply to and bind any party assuming the Obligations of the Borrower under this Deed of Trust. 2L EXCULPATION CLAUSE AND CARVEOUT OBLIGATIONS The Lender agrees that it shall not seek to enforce any monetary judgment with respect to any Obligation against the Borrower except through recourse to the Property, unless the Obligation from which the judgment arises is a Carveout Obligation. The Carveout Obligations are (a) the obligation to repay any portion of the Indebtedness that arises because the Lender has advanced funds or incurred expenses in respect of any of the "Carveouts" ( as defined below), (b) the obligation to repay the entire Indebtedness, if the Lender's exculpation of the Borrower from personal liability under this Section has become void as set forth below, (c) the obligation to indemnify the Lender in respect of its actual damages suffered in connection with a Carveout, and (d) the obligation to defend and hold the Lender harmless from and against any claims,judgments, causes of action or proceedings arising from a Carveout. The Carveouts are: (i) fraud or material written misrepresentation; (ii) waste of the Property (which shall include damage, destruction or disrepair of the Real Property caused by a willful act or grossly negligent omission of the Borrower, but shall exclude ordinary wear and tear in the absence of gross negligence); (iii) misappropriation of tenant security deposits (including proceeds of tenant letters of credit), Insurance Proceeds or Condemnation Proceeds; (iv) failure to pay property taxes, assessments or other lienable Impositions; (v) failure to pay to the Lender all Rents, income and profits, net of reasonable and customary operating expenses, received in respect of a period when the Loan is in Default (including the last month's Rent, if collected in advance, under any Leases in force at the time of Default; (vi) removal from the Real Property of Fixtures or Personal Property, unless replaced in a commercially reasonable manner; (vii) the out-of-pocket expenses of enforcing the Loan Documents following Default, not including expenses incurred after the Borrower has agreed in writing to transfer the Real Property to the Lender by the Lender's choice of either an uncontested foreclosure or delivery of a deed in lieu of foreclosure; Bristol n at Southport, Renton, Washington AEGON Loan No. 89459 -Deed ofTrust Seattl .. 3423660.4 0027988-00543 -4]- 20080707001033.042 (viii) terminating or amending a Lease in violation of the Loan Documents; and (ix) any liability of the Borrower wider the Environmental Indemnity Agreement. The Lender's exculpation of the Borrower from personal liability for the repayment of the Indebtedness shall be void without Notice if the Borrower (A) voluntarily transfers or creates any voluntary lien on the Property in violation of the Loan Documents, or (BJ files a voluntary petition for reorganization under Title 11 of the United States Code (or under any other present or future law, domestic or foreign, relating to bankruptcy, insolvency, reorganization proceedings or otherwise similarly affecting the rights of creditors), and has not offered, prior to the filing. to enter into the Lender's choice of either an agreement to pennit an uncontested foreclosure, or an agreement to deliver a deed in lieu of foreclosure within sixty (60) days of the Lender's acceptance of the offer. After the Lender accepts such an offer, default by the Borrower in fulfilling the terms of the accepted offer shall trigger personal liability for the entire Indebtedness. No such offer shall be conditioned on any payment by the Lender, on the release of any Obligor from any Obligation, or on any other concession. 22, SECURITY AGREEMENT AND FIXTURE FILING 22.l DEFINTilONS "Account" shall have the definition assigned in the UCC. "Chattel Paper" shall have the definition assigned in the UCC. "Deposit Account" shall have the definition assigned in the UCC. "Document" shall have the definition assigned in the UCC. "Equipment" shall have the definition assigned in the UCC. "Financing Sratements" shall have the definition assigned in the UCC. "General lntanruoles" shall have the definition assigned in the UCC. "Goods" shall have the definition assigned in the UCC. "Goods" include all detached Fixtures, items of Persona! Property that may become Fixtures, property management files, accounting books and records, reports of consultants relating to the Real Property, site plans, test borings, environmental or geotechnical surveys, samples and test results, blueprints, construction and shop drawings, and plans and specifications. "Instrument" shall have the definition assigned in the UCC. 'investment Property" shall have the definition assigned in the UCC. ''Letter of Credit" shall have the definition assigned in the UCC. Bristol II at Southport. Renton, WasbingtOn AEGON Loan No. 89459. Deed of Trust Seattle-34:Z3660.4 00279!8-00543 "Letter of Credit Rfahts" shall have the definition assigned in the UCC. "Money Collateral" means all money received in respect of Rents. 20080707001033.043 "Personal Property" means Accounts, Chattel Paper, Deposit Accounts, Documents, Equipment, Goods, Instruments, General Intangibles, Investment Property, Letter of Credit Rights, Letters of Credit, and Money Collateral. "Proceeds" shall have the meaning assigned in the UCC. "UCC" means the Uniform Commercial Code as adopted in Washington. 22.2 CREATION OF SECURITY INTEREST Th.is Deed of Trust shall be self-operative and shall constitute a security agreement pursuant to the provisions of the UCC with respect to the Personal Property. The Borrower, as debtor, hereby grants the Lender, as secured party, for the purpose of securing the Indebtedness, a security interest in the Accounts, Chattel Paper, Deposit Accounts, Documents, Equipment, Goods, Instruments, General Intangibles, Investment Property, Letter of Credit Rights, Letters of Credit, and Money Collatera~ in the accessions, additions, replacements, substitutions and Proceeds of any of the foregoing items of collateral. Upon Default, the Lender shall have the rights and remedies of a secured party under the UCC as well as all other rights and remedies available at law or in equity, and, at the Lender's option, the Lender may also invoke the remedies provided elsewhere in this Deed of Trust as to such Property. The Borrower and the Lender agree that the rights granted to the Lender as secured party under this Section 22 are in addition to rather than a limitation on any of the Lender's other rights under this Deed of Trust with respect to the Property. 22.3 FIJ.JNG AU1HORIZATION The Borrower irrevocably authorizes the Lender to file, in the appropriate locations for filings ofUCC financing statements in any jurisdictions as the Lender in good faith deems appropriate, such financing statements and amendments as the Lender may require in order to perfect or continue this security interest, or in order to prevent any filed financing statement from becoming misleading or from losing its perfected status. 22.4 ADDITIONAL SEARCHES AND DocUMENTATION Borrower shall provide to Lender upon request, certified copies of any searches of UCC records deemed necessary or appropriate by Lender to confirm the first priority status of its security interest in the Personal Property, together with copies of all documents or records evidencing security interests disclosed by such searches. Bristol II ot Southport, Renton, Washir'lgtori AEGON Loan No. 89459 ~ De.ed of Trust Seattle-3423660.4 0027988-00543 .43. 20080707001033.044 22.5 COSTS The Borrower shall pay all filing fees and costs and all reasonable costs and expenses of any record searches ( or their continuations) as the Lender may require. 22.6 REPRESENTATIONS, WARRANTIES AND CoVENANTS OF THE BORROWER (a) Ownership of the Personal Property All of the Personal Property is, and shall during the term of the Loan continue to be, owned by the Borrower, and is not the subject matter of any lease, control agreement or other instrnment, agreement or transaction whereby any ownership, security or beneficial interest in the Personal Property is held by any person or entity other than the Borrower, subject only to (1) the Lender's security interest, (2) the rights of tenants occupying the Property pursuant to Leases approved by the Lender, and (3) the Permitted Encumbrances. (b) No Other Identity The Borrower represents and warrants that the Borrower has not used or operated under any other name or identity for at least five (5) years. The Borrower covenants and agrees that each entity comprising Borrower will furnish Lender with notice of any change in its name, form of organization, or state of organization within thirty (30) days prior to the effective date of any such change. (c) Location of Equipment All Equipment is located upon the Land. (d) Removal of Goods The Borrower will not remove or permit to be removed any item included in the Goods from the Land, unless the same is replaced immediately with unencumbered Goods (1) of a quality and value equal or superior to that which it replaces, and (2) which is located on the Land. All such replacements, renewals, and additions shall become and be immediately subject to the security interest of this Deed of Trust. (e) Proceeds The Borrower may, without the Lender's prior written consent, dispose of Goods in the ordinary course of business, provided that, following the disposition, the perfection of the Lender's security interest in the Proceeds of the disposition will continue under§ 9-315 (d) of the UCC. The Borrower shall not, without the Lender's prior written consent, dispose of any Personal Property in any other manner, except in compliance with Subsection 22.6(d) above. 22.7 FIXTUR.E FILING This Deed of Trust constitutes a financing statement filed as a fixture filing in the Official Records of the County Recorder of King County, Washington, with respect to any and all fixtures comprising Property. The "debtor" is Building Cat Southport, Bristol II at Southport, Renton. Washington AEGON LO!ln No. 89.459 · Deed of Trust Seattlo-3423660.4 0027988-00543 20080707001033.045 LLC, a Washington limited liability company, and JSLAND LLC, a Washington limited liability company, as tenants in common organized under Washington law, the "secured party'' is Monumental Life Insurance Company, an Iowa corporation, the collateral is as descnbed in Subsection 22.1 above and the granting clause of this Deed of Trust, and the addresses of the debtor and secured party are the addresses stated in Subsection 26.13 of this Deed of Trust for Notices to such parties. The organizational identification numbers of Southport and JSLAND are 602083508 and 602295424, respectively. The owner of record of the Real Property is Building Cat Southport, LLC, a Washington limited liability company, and JSLAND LLC, a Washington limited liability company, as tenants in common. 23. ENVJRONMENTALMA'ITERS 23.1 REPRESENTAnONS The Borrower represents as follows: (a) No Hazardou.s Substances To the best of the Borrower's knowledge, and except as disclosed in the BSA, no release of any Haz.ardous Substance has occurred on or about the Real Property in a quantity or at a concentration level that {i) violates any Environmental Law, or (ii) requires reporting to any regulatory authority or may result in any obligation to remediate under any Environmental Law. {b) Absence of Maid Contamination To the best of the Borrower's knowledge, the amount of mold present in the air within the Improvements and the extent of mold growth on the elements of the Improvements are no greater than normal in buildings free of moisture intrusion. No mold-related tenant complaint or legal proceeding relating to the Improvements exists, except as otherwise disclosed to AEGON in writing (c) Complianee with Environmental Laws '!be Real Property and its current use and presently anticipated uses comply with all Environmental Laws, including those requiring pennits, licenses, authorizations, and other consents and approvals. (d) No Actions or Proceedings No governmental authority or agency has commenced any action, proceeding or investigation based on any suspected or actual violation of any Enviromnental Law on or about the Real Property. To the best of the Borrower's knowledge, no such authority or agency has threatened to commence any such action, proceeding, or investigation. 23.2 ENVIRONMENTAL COVENANTS The Borrower covenants as follows: Bristol ll at Southport, Renton, Washing1on AEGON Loan No. 89459-Deed ofTolst Seattle-3423660.4 0027988-00543 -45. 20080707001033.046 (a) Compliance with Environmental Laws The Borrower shall, and the Borrower shall cause all employees, agents, contractors, and tenants of the Borrower and any other persons present on or occupying the Real Property to, keep and maintain the Real Property in compliance with all Environmental Laws. (b) Notices, Actions and Claims The Borrower shall immediately advise the Lender in writing of (i) any notices from any governmental or quasi-governmental agency or authority of violation or potential violation of any Environmental Law received by the Borrower, (ii) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened pursuant to any Environmental Law, (iii) all claims made or threatened by any third party against the Borrower or the Real Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Substances, and (iv) discovery by the Borrower of any occurrence or condition on any real property adjoining or in the vicinity of the Real Property that creates a foreseeable risk of contamination of the Real Property by or with Hazardous Substances. 23.3 THE LENDER'S RIGHT TO CONTROL CLAIMS The Lender shall have the right (but not the obligation) to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Substances and to have its related and reasonable attorneys' and consultants' fees paid by the Borrower upon demand. 23.4 INDEMNIFICATION The Borrower shall be solely responsible for, and shall indemnify, defend, and hold harmless the Lender, the Trustee, and their respective directors, officers, employees, agents, successors and assigns, from and against, any claim, judgment, loss, damage, demand, cost, expense or liability of whatever kind or nature, known or unknown, contingent or otherwise, directly or indirectly arising out of or attributable to the use, generation, storage, release, threatened release, discharge, disposal, or presence (whether prior to or after the Effective Date of this Deed of Trust) of Hazardous Substances on, in, under or about the Real Property (whether by the Borrower, a predecessor in title, any tenant, or any employees, agents, contractor or subcontractors of any of the foregoing or any third persons at any time occupying or present on the Real Property), including: (i) personal injury; (ii) death; (iii) damage to property; (iv) all consequential damages; (v) the cost of any required or neressary repair, cleanup or detoxification of the Real Property, including the soil and ground water thereof, and the preparation and implementation of any closure, remedial or other required plans; (vi) damage to any natural resources; and (vii) all reasonable costs and expenses incurred by the Lender or the Trustee in connection with clauses (i) through (vi), including reasonable attorneys' and consultants' fees; provided, however, that nothing contained in this Section shall be deemed to preclude the Borrower from seeking Bristol II at Southport, Renion, Washington AEGON Loan No. 89459-Deed of Trost Seattle-.3423660.4 0027988-00543 -46- 20080707001033.047 indemnification from, or otherwise proceeding against, any third party including any tenant or predecessor in title to the Real Property, and further provided that this indemnification will not extend to matters caused by the Lender's gross negligence or willful misconduct, or arising from a release of Hazardous Substances which occurs after the Lender has taken possession of the Real Property or after a judicial or nonjudicial foreclosure sale or the Borrower's granting of a deed in lieu thereto, so long as the Borrower has not caused the release through any act or omission. Toe covenants, agreements, and indemnities set forth in this Section shall be binding upon the Borrower and its heirs, personal representatives, successors and assigns. Said indemnities shall be limited to the actual damages incurred by the Lender, including all advances or payments paid or agreed to be paid by the Lender pursuant to its rights to require envirorunental assessments, join or participate in any proceedings, cure the Borrower's default or enforce its remedies, (a) prior to and after any judicial foreclosure of this Deed of Trust or deed delivered and accepted in lieu thereof, or (b) prior to any nonjudicial foreclosure of this Deed of Trust or deed delivered and accepted in lieu thereof. Toe obligations of the Borrower under this Section shall be mutually exclusive of any liabilities arising after a nonjudicial foreclosure of this Deed of Trust or the delivery and acceptance of a deed in lieu of such nonjudicial foreclosure, which are evidenced by the Environmental Indemnity Agreement. Any costs or expenses incurred by the Lender or the Trustee for which the Borrower is responsible or for which the Borrower has indemnified the Lender shall be paid to the Lender on demand, with interest at the Default Rate from the date incurred by the Lender until paid in full, and shall be secured by this Deed of Trust. Without the prior written consent of the Lender, the Borrower shall not enter into any settlement agreement, consent decree, or other compromise in respect to any claims relating to Hazardous Substances. The Lender agrees that it shall not unreasonably delay its consideration of any written request for its consent to any such settlement agreement, consent decree, or other compromise once all information, reports, studies, audits, and other documentation have been submitted to the Lender. 23.5 ENVIRONMENTALAUD!TS If a Default exists, or at any time the Lender has reason to believe that a release of Hazardous Substances may have occurred or may be likely to occur, the Lender may require that the Borrower retain, or the Lender may retain directly, at the sole cost and expense of the Borrower, a licensed geologist, industrial hygienist or an environmental consultant acceptable to the Lender to conduct an environmental assessment or audit of the Real Property. In the event that the Lender makes a reasonable determination of the need for an envirorunental assessment or audit, the Lender shall inform the Borrower in writing that such a determination has been made and, if requested to do so by the Borrower, give the Borrower a written explanation of that determination before the assessment or audit is conducted. The Borrower shall afford any person conducting an enviromnental assessment or audit access to the Real Property and all materials reasonably requested. The Borrower shall pay on demand the cost and expenses of any envirorunental consultant engaged by the Lender under this Subsection. Toe Borrower shall, at the Lender's request and at the Borrower's Bristol II et Southport, Renton, Wsshington AEGON Loan No. 89459 · Deed of Trust Seattle-3423660.4 0027988-00543 -41- 20080707001033.048 sole cost and expense, take such investigative and remedial measures detennined by the geologist, hygienist or consultant to be necessary to address any condition discovered by the assessment or audit so that (i) the Real Property shall be in compliance with all Environmental Laws, (ii) the condition of the Real Property shall not constitute any identifiable risk to human health or to the environment, and (iii) the value of the Real Property shall not be affected by the presence of Hazardous Substances. 24. CONCERNING THE TRUSTEE 24.1 No LIABILITY lfthe Trustee or anyone acting by virtue of the Trustee's powers enters the Real Property, the Trustee will not be personalJy liable for debts contracted or for liability or damages incurred in the management or operation of the Real Property. The Trustee will have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by the Trustee or believed by the Trustee in good faith to be genuine. The Trustee will be entitled to reimbursement for expenses actually incurred by the Trustee in the perfonnance of the Trustee's duties and to reasonable compensation for services rendered. The Borrower shall, from time to time, pay compensation due the Trustee under this Deed of Trust and reimburse the Trustee for and save and hold the Trustee hatmless from and against any and all loss, cost, liability, damage and expense whatsoever incurred by the Trustee in the perfonnance of the Trustee's duties. 24.2 RETENTION OF MONEY All money received by the Trustee must, until used or applied, be held in trust for the purposes for which it was received, but need not be segregated in any manner from any other money (except to the extent required by law) and the Trustee will have no liability for interest on any money received. 24.3 SUCCESSOR TRUSTEES The Trustee may resign by giving notice of such resignation in writing to the Lender. If the Trustee's legal existence shall cease or if the Trustee resigns or becomes disqualified from acting in the execution of this Trust or fails or refuses to exercise the same when requested by the Lender so to do or if for any reason and without cause the Lender prefers to appoint a substitute trustee to act instead of the original Trustee, or any prior successor or substitute trustee, the Lender wi!l have full power to appoint a substitute trustee and, if preferred, several substitute trustees in succession who shall succeed to all the estates, rights, powers and duties of the Trustee. 24.4 SUCCESSION INSTRUMENTS Any new Trustee appointed will, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of the Trustee's Bristol JI at SouthJ)Ol't, Renton. Washington AEGON Loan No. 89459 -Deed of Trust S<attle-3423660.4 002798S.00543 -48- 20080707001033.049 predecessor. Upon the written request of the Lender or of any successor trustee, the former Trustee shall execute and deliver an instrument transferring to such successor Trustee all the estates, properties, rights, powers and trusts of the former Trustee, and shall duly assign, transfer and deliver any of the property and money held by the former Trustee to the successor Trustee so appointed in the former Trustee's place. 24.5 PERFORMANCE OF DUTIES BY AGENTS The Trustee may authorize one or more parties to act on the Trustee's behalf to perform the Trustee's ministerial functions, including, without limitation, the transmittal and posting of any notices. 25. SECONDARY MARKET 25 .1 DISSEMJNA TION OF INFORMATION In conoection with any transfer of the Loan, the Lender may forward any documents and information that the Lender now has or acquires in the future concerning the Loan, including the financial statements of any Obligor, and such other information as may be reasonably related to the Obli gors, the Property or the Leases to any: (i) transferee or prospective transferee of the Loan; (ii) Rating Agency rating the Loan, a Participation, or Securities; or (iii) purchaser, transferee, assignee, servicer, participant, investor or prospective investor in any Securitization, or to any of their advisors. The Borrower irrevocably waives any and all rights it may have under applicable Legal Requirements to prohibit such disclosure, including any right of privacy. 25.2 COOPERATION The Borrower, any Guarantor and any Carveout Obligor agree to cooperate with the Lender in connection with any transfer of the Loan or any Participation or Securities at no eKpeDSe or additional liability to Borrower. The Borrower agrees to provide to the Lender or to any persons to whom the Lender may disseminate such information, at the Lender's request, financial statements ofObligors, an estoppel certificate and such other documents as may be reasonably related to the Obligors, the Property, or the Leases. 25.3 ADDITIONAL FINANCIAL INFORMATION If a decision is made to include the Loan in a Securitization and the amoWJt of the Loan would exceed twenty percent (20%) of the amount estimated in good faith to be raised in the offering, the Borrower agrees to provide, to the extent required by SEC Regulation S-X Rule 3-14, and to the extent not previously supplied to Lender, financial statements for the Real Property in respect of the three years prior to the Securitization. If the amount of the Loan would exceed ten percent (I 0%) (but not Bristol ll at Southport, Renton, Wuhington AEOON Loan No. 89459 ~ Deed of Trust Seanlo-3423660.4 0027988-00S43 -49- 20080707001033.050 twenty percent (20%)) of the amount estimated in good faith to be raised by the offering, the Borrower agrees to provide such additional property-related financial information as the Lender may request in order to meet then-applicable SEC rules in connection with the contemplated manner of the offering. Lender shall reimburse Borrower upon demand for all expenses that Borrower incurs in complying with this paragraph. 25.4 RESERVES/.ESCROWS If Participations are granted or Securities issued in connection with the Loan, all funds held by the Lender in escrow or as reserves in accordance with the Loan Documents may, at the Lender's discretion, be deposited in "eligible accounts" at "eligible institutions" and invested in "permitted investments" as then defined and required by the Rating Agencies. 26. MISCElLANEOUS 26.1 SUCCESSORS AND ASSIGNS All of the terms of the Loan Documents shall apply to, be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the Obligors, or to the holder of the Note, as the case may be. 26.2 SURV1VALOF0BUGAT10NS Each and all of the Obligations shall continue in full force and effect until the latest of (a} the date the Indebtedness has been paid in full and the Obligations have been performed and satisfied in full, (b) the last date permitted by law for bringing any claim or action with respect to which the Lender may seek payment or indemnification in connection with the Loan Documents, and (c) the date on which any claim or action for which the Lender seeks payment or indemnification is fully and finally resolved and, if applicable, any compromise thereof of judgment or award thereon is paid in full. 26.3 FURTHER ASSURANCES The Borrower, upon the request of the Lender or the Trustee, shall complete, execute, acknowledge, deliver and record or file such further instruments and do such further acts as may be necessary to carry out more effectively the purposes of this Deed of Trust, to su~ect any property intended to be covered by this Deed of Trust to the liens and security interests it creates, to place third parties on notice of those liens and security interests, or to correct any defects which may be found in any Loan Document. Bristol D a! Southport, Renton, Washington AEGON Loan No. 89459 -Deed of Trust Seat:tle-3423660.4 0027988...00543 .;(). 20080707001033.051 26.4 RIGHT OF INSPECTION The Lender shall have the right from time to time, upon reasonable advance notice to the Borrower, to enter onto the Real Property for the purpose of inspecting and reporting on its physical condition, tenancy and operations. 26.5 EXPENSE INDEMNIFICATION The Borrower shall pay all filing and recording fees, documentary stamps, intangible taxes, and all expenses incident to the execution and acknowledgment of this Deed of Trust, the Note or any of the other Loan Documents, any supplements, amendments, renewals or extensions of any of them, or any instrument entered into under Subsection 26.3. The Borrower shall pay or reimburse the Lender, upon demand, for all costs and expenses, including appraisal and reappraisal costs of the Property and reasonable attorneys' and legal assistants' fees, which the Lender may incur in connection with enforcement proceedings under the Note, this Deed of Trust, or any of the other Loan Documents (including all fees and costs incurred in enforcing or protecting the Note, this Deed of Trust, or any of the other Loan Documents in any bankruptcy proceeding), and reasonable attorneys' and legal assistants' fees incurred by the Lender in any other suit, action, legal proceeding or dispute of any kind in which the Lender is made a party or appears as party plaintiff or defendant, affecting the Indebtedness, the Note, this Deed of Trust, any of the other Loan Documents, or the Property, or required to protect or sustain the lien of this Deed of Trust. The Borrower shall be obligated to pay (or to reimburse the Lender) for such fees, costs and expenses and shall indemnify and hold the Lender and the Trustee harmless from and against any and all loss, cost, expense, liability, damage and claims and causes of action, including reasonable attorneys' fees, incurred or accruing by reason of the Borrower's failure to promptly repay any such fees, costs and expenses. If any suit or action is brought to enforce or interpret any of the terms of this Deed of Trust (including any effort to modify or vacate any automatic stay or injunction, any trial, any appeal, any petition for review or any bankruptcy proceeding), the Lender shall be entitled to recover all expenses reasonably incurred in preparation for or during the suit or action or in connection with any appeal of the related decision, whether or not taxable as costs. Such expenses include reasonable attorneys' fees, witness fees ( expert or otherwise), deposition costs, copying charges and other expenses. Whether or not any court action is involved, all reasonable expenses, including the costs of searching records, obtaining title reports, appraisals, environmemal assessments, surveying costs, title insurance premiums, trustee fees, and other reasonable attorneys' fees, incurred by the Lender that are necessary at any time in the Lender's reasonable opinion for the protection of its interest or enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest from the date of expenditure until repaid at the interest rate as provided in the Note. The Borrower shall also pay all such costs and fees, including those of the Lender's attorneys, witnesses and appraisers, that are incurred after a trustee's sale or foreclosure in connection with an action for a deficiency judgment against Borrower or the Carveout Obligor and the sarne shall not be secured by this Deed of Trust. Bristol II at Southpon, Rent1;m, wuhington AEGON Lcian No. 89459-Deed of Trust Seatt:Je--3423660.4 0027988..00S43 -SI· 20080707001033.052 26.6 GENERAL INDEMNIFICATION The Borrower shall indemnify, defend and hold the Lender harmless against: (i) any and all c.!aims for brokerage, leasing, finder's or similar fees which may be made relating to the Real Property or the Indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits costs and expenses (including the Lender's reasonable attorneys' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by the Lender in connection with the Indebtedness, this Deed of Trust, the Real PropertY or any part thereof, or the operation, maintenance and/or use thereof, or the exercise by the Lender of any rights or remedies granted to it under this Deed of Trust or pursuant to applicable law; provided, however, that nothing herein shall be construed to obligate the Borrower to indemnify, defend and hold hannless the Lender from and against any of the foregoing which is imposed on or incurred by the Lender by reason of the Lender's willful misconduct or gross negligence. 26. 7 RECORDING AND FILING The Borrower shall cause this Deed of Trust and all amendments, supplements, and substitutions to be recorded, filed, re-recorded and re-filed in such manner and in such places as the Lender may reasonably request The Borrower will pay all recording filing, re-recording and re-filing taxes, fees and other charges. 26.8 No WAJVER No deliberate or unintentional failure by the Lender to require strict performance by the Borrower of any Obligation shall be deemed a waiver, and the Lender shall have the right at any time to require strict performance by the Borrower of any Obligation. 26.9 COVENANTSRUNNINGWITIJTHELAND All Obligations are intended by the parties to be and shall be construed as covenants running with the Land. 26.10 SEVERABIL!TY The Loan Documents are intended to be performed in accordance with, and only to the extent permitted by, all applicable Legal Requirements. Any provision of the Loan Documents that is prohibited or unenforceable in any jurisdiction shall nevertheless be construed and given effect to the extent possible. The invalidity or unenforceability of any provision in a particular jurisdiction shall neither invalidate nor render unenforceable any other provision of the Loan Documents in that jurisdiction, and shall not affect the validity or enforceability of that provision in any other jurisdiction. If a provision is held to be invalid or unenforceable as to a particular person or under a particular circumstance, it shall nevertheless be presumed valid and enforceable as to others, or under other circumstances. Bristol n at Southport. Renton. WashingtOn AEGON LOM No. !9459. Deed of Trust Seattle-34Z3660.4 002798&-00543 .52,. 20080707001033.053 26.11 USURY The parties intend that no provision of the Note or the Loan Documeots be interpreted, construed, applied, or enforced so as to permit or require the payment or collection of interest in excess of the Maximum Permitted Rate. ln this regard, the Borrower and the Leoder each stipulate and agree that it is their common and overriding intent to contract in strict compliance with applicable usury laws. Accordingly, none of the terms of this Deed of Trust, the Note or any of the other Loan Documeots shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Permitted Rate, and the Borrower shall never be liable for interest in excess of the Maximum Permitted Rate. Therefore, (a) in the event that the Indebtedness and Obligations are prepaid or the maturity of the Indebtedness and Obligations is accelerated by reason of an election by the Lender, unearned interest shall be canceled and, if theretofore paid, shall either be refunded to the Borrower or credited on the Indebtedness, as the Lend~-r may elect; (b) the aggregate of all interest and other charges constituting interest under applicable laws and contracted for, chargeable or receivable under the Note and the other Loan Documents or otherwise in connection with the transaction contemplated thereby shall never exceed the maximum amount of interest, nor produce a rate in excess of the Maximum Permitted Rate; and (c) if any excess interest is provided for or received, it shall be deemed a mistake, and the same shall, at the option of the Lender, either be refunded to the Borrower or credited on the unpaid principal amount (if any), and the Indebtedness shall be automatically reformed so as to permit only the collection of the interest at the Maximum Permitted Rate. Furthermore, if any provision of the Note or any of the other Loan Documents is interpreted, construed, applied, or enforced, in such a manner as to provide for interest in excess of the Maximum Permitted Rate, then the parties intend that such provision automatically shall be deemed refonned retroactively so as to require payment only of interest at the Maximum Permitted Rate. If, for any reason whatsoever, interest paid or received during the full term of the applicable Indebtedness produces a rate which exceeds the Maximum Permitted Rate, then the amount of such excess shall be deemed credited retroactively in reduction of the then outstanding principal amount of the Indebtedness, together with interest at such Maximum Permitted Rate. The Lender shall credit against the principal of such Indebtedness ( or, if such Indebtedness shall have been paid in full, shall refund to the payor of such interest) such portion of said interest as shall be necessary to cause the interest paid to produce a rate equal to the Maximum Permitted Rate. All sums paid or agreed to be paid to the Lender for the use, forbearance or detention of money shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the applicable Indebtedness, so that the interest rate is uniform throughout the full term of such Indebtedness. In connection with all calculations to determine the Maximum Permitted Rate, the parties iotend that all charges be excluded to the extent they are properly excludable under applicable usury laws, as they from time to time are determined to apply to this transaction. The provisions of this Section shall control all agreements, whether now or hereafter existing and whether written or oral, between the Borrower and the Lender. Bristol nit Southport, Renton, Washin~on AEGON Loan No. 39459 ~ Dee.d of Trust Seattlo-3423660.4 0027988-00543 -SJ. 20080707001033.054 26.12 ENTIRE AGREEMENT The Loan Documents contain the entire agreements between the parties relating to the financing of the Real Property, and all prior agreements which are not contained in the Loan Documents, other than the unsecured Environmental Indemnity Agreement, are tenninated. The Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. The Loan Docwnents may be amended, revised, waived, discharged, released or terminated only by a written instrument or instruments executed by the party against whom enforcement of the amendment, revision, waiver, discharge, release or termination is asserted. Any alleged amendment, revision, waiver, discharge, release or termination that is not so documented shall be null and void. 26.13 NOTICES ln order for any demand, consent, approval or other communication to be effective under the terms of this Deed of Trust, "Notice" must be provided under the terms of this Subsection. All Notices must be in writing. Notices may be (a) delivered by hand, (b) transmitted by facsimile (with a duplicate copy sent by first class mail, postage prepaid), ( c) sent by certified or registered mail, postage prepaid, return receipt requested, or ( d) sent by reputable overnight courier service, delivery charges prepaid. Notices shall be addressed as set forth below: If to the Lender: Monwnental Life Insurance Company c/o AEGON USA Realty Advisors, Inc. 4333 Edgewood Road, N.E. Cedar Rapids, Iowa 52499-5443 Attn: Mortgage Loan Department Reference: Loan #89459 Fax Number: (319) 355-2277 If to the Borrower: Building C at Southport, LLC 1083 Lake Washington Blvd. North, Suite 50 Renton, Washington 98056 Attn: Michael Christ or Lisa Collins Fax Number: (425) 282-5838 with a copy to: Alston, Courtnage & Bassetti LLP 1000 Second Avenue, Suite 3900 Seattle, Washington 98104-1045 Bristol II at Southpon. Renton, Washington AEGON Loan No. 89459 • Deed of Trust Seattlc-3423660.4 0027988-00543 .54- Attn: Thomas W. Read FaxNumber: (206)623-1752 Ifto the Trustee: First American Title Insurance Company 2101 Fourth Avenue, Suite 800 Seattle, Washington 98121 Fax Number: (206) 448-6348 20080707001033.055 Notices delivered by hand or by overnight courier shall be deemed given when actually received or when refused by their intended recipient. Notices sent by facsimile will be deemed delivered when a legible ccpy has been received (provided receipt has been verified by telephone confirmation or one of the other permitted means of giving Notices under this Subsection). Mailed Notices shall be deemed given on the date of the first attempted delivery (whether or not actually received). Either the Lender or the Borrower may change its address for Notice by giving at least fifteen (15) Business Days' prior Notice of such change to the other party. 26.14 COUNTERPARTS This Deed of Trust may be executed in any number ofcounterparts, each of which shall be an original, but all of which together shall ccnstitute but one instrument. 26.15 CHOICEOFLAW This Deed of Trust shall be interpreted, ccnstrued, applied, and enforced acccrding to, and will be governed by, the laws of Washington, without regard to any choice of Jaw principle which, but for this provision, would require the application of the law of another jurisdiction and regardless of where executed or delivered, where payable or paid, where any cause of action accrues in ccnnection with this transaction, where any action or other proceeding involving the Loan is instituted, or whether the laws of Washington otherwise would apply the laws of another jurisdiction. 26.16 FORUM SELECTION The Borrower agrees that the sole and exclusive forum for the determination of any action relating to the validity and enforceability of the Note, this Deed of Trust and the other Loan Documents, and any other instruments securing the Note shall be either in an appropriate ccurt of the State of Washington or the applicable United States District Court. 26.17 SOLE BENEFIT This Deed of Trust and the other Loan Documents have been executed for the sole benefit of the Borrower, the Guarantor and the Lender and the successors and assigns of the Lender. No other party shall have rights thereunder or be entitled to assume that the parties thereto will insist upon strict performance of their mutual obligations Bristol Il et Southport, Renton, Washington AEGON Loan No. 89459 • Deed ofTmt S-1e-1423660.4 0027988-00S43 .55- • 20080707001033.056 hereunder, any of which may be waived from time to time. Neither the Borrower nor the Guarantor shall have any right to assign any of its rights under the Loan Documents to any party whatsoever. 26.18 RELEAsE OF CLAIMS The Borrower hereby RELEASES, DISCHARGES and ACQUITS forever the Lender and the Trustee and their officers, directors, trustees, l!g"Cnts, employees and counsel (in each case, past, present or future) from any lllld all Claims existing as of the Effective Date (or the date of actual execution hereof by the Borrower, iflater). As used herein, the term "Claim" shall mean any and all liabilities, claims, defenses, demands, actions, causes of action,judgments, deficiencies, interest, liens, costs or expenses (including court costs, penalties, attorneys' fees and disbursements, and amounts paid in settlement) of any kind and character whatsoever, including claims for usury, breach of contract, breach of commitment, negligent misrepresentation or failure to act in good faith, in each case whether now known or unknown, suspected or unsuspected, asserted or unasserted or primary or contingent, and whether arising out of written documents, unwritten undertakings, course of conduct, tort, violations of laws or regulations or otherwise. 26.19 NOPAR1NERSHIP Nothing contained in the Loan Documents is intended to create any partnership, joint venture or association between the Borrower and the Lender, or in any way make the Lender a co-principal with the Borrower with reference to the Property. 26.20 PAYOFFPROCEDURES If the Borrower pays or causes to be paid to the Lender all of the Indebtedness, then the Trustee's interest in the Real Property shall cease, and upon receipt by the Lender of such payment, the Lender shall either (a) release this Deed of Trust, or (b) assign the Loan Documents and endorse the Note (in either case without recourse or warranty of any kind) to a takeout lender, upon payment (in the latter case) of an administrative fee of One Thousand Five Hundred Dollars ($1,500). 26.21 F'UTuREADVANCES Under this Deed of Trust, "Indebtedness" is defined to include certain amounts advanced by the Lender in the future. Such advances include any amounts advanced to pay Impositions, to cure Defaults, or to pay the costs of collection and receivership. Accordingly, any such sums shall be equally secured with, and have the same priority as, the Indebtedness, and shall be subject to all of the terms and provisions of this Deed of Trust. The Borrower shall pay any taxes that may be due in connection with any such future advance. However, this Deed ofTrust does not secure any other advance made by the Lender to the Borrower, unless the contract or instrument evidencing the advance expressly so states. Bristol II ;at Southport, Renton, Wasbington AEGON Loan No. 89459. Deod ofTrust Seattle-3423660.4 0027988-00543 -56- • 20080707001033.057 26.22 INTERPRETATION (a) Headings and General Application The section, subsection, paragraph and subparagraph heading,s of this Deed of Trust are provided for convenience of reference only and shall in no way affect, modify or define, or be used in construing, the text of the sections, subsections, paragraphs or subparagraphs. If the text requires, words used in the singular shall be read as including the plural, and pronouns of any gender shall include all genders. {b) Sole Discretion The Lender may take any action or decide any matter under the terms of this Deed of Trust or of any other Loan Document (including any consent, approval, acceptance, option, election or authorization) in its sole and absolute discretion, for any reason or for no reason, unless the related Loan Document contains specific language to the contrary. Any approval or consent that the Lender might withhold may be conditioned in any way. (c) Result of Negotiations This Deed of Trust results from negotiations between the Borrower and the Lender and from their mutual efforts. Therefore, it shall be so construed, and not as though it had been prepared solely by the Lender. (d) Reference to Particulars The scope of a general statement made in this Deed of Trust or in any other Loan Document shall not be construed as having been reduced through the inclusion of references to particular items that would be included within the statement's scope. Therefore, IDlless the relevant provision of a Loan Document contains specific language to the contrary, the term ·~nclude" shall mean "include, but shall not be limited to" and the term "including" shall mean "including, without limitation." 26.23 JOINT AND SEVERAL LIABILITY If there is more than one individual or entity executing this Deed of Trust as the Borrower, liability of such individuals and entities under this Deed of Trust shall be joint and several. 26.24 DMEOFEsSENCE Time is of the essence of each and every covenant, condition and provision of this Deed of Trust to be performed by the Borrower. 26.25 JURYWAIVER THE BORROWER AND BY ITS ACCEPTANCE HEREOF, THE LENDER, HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (!) UNDER THIS DEED OF TRUST OR ANY OTHER LOAN DOCUMENT, OR (II) ARISING Bristol ll at Southpo,t, :Renton, WashingtOn AEGON Loan No. 89459 • Deed of Trust Seattle-3423660.4 0027988-00543 -57- • 20080707001033.058 FROM ANY LENDING RELATIONSHIP EXJSTlNG IN CONNECTION WITH THIS DEED OF TRUST OR ANY OTHER LOAN DOCUMENT, AND THE BORROWER AND BY ITS ACCEPTANCE HEREOF, THE LENDER, AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY. 26.26 RENEWAL, EXTENSION, MOD!FICATION AND W A!VER The Lender, at its option, may at any time renew or extend this Deed of Trust, the Note or any other Loan Document. The Lender may enter into a modification of any LOllll Document or of the Environmental Indemnity Agreement without the consent of any person not a party to the document being modified. The Lender may waive any covenant or condition of any Loan Document or of the Environmental Indemnity Agreement, in whole or in part, at the request of any person then having an interest in the Property or in any way liable for any part of the Indebtedness. The Lender may take, release, or resort to any security for the Note and the Obligations and may release any party primarily or secondarily liable on any Loan Document or on the Environmental Indemnity Agreement, all without affecting any liability not expressly released in writing by the Lender. 26.27 CUMULATIVE REMEDIES Every right and remedy provided in this Deed of Trust shall be cumulative of every other right or remedy of the Lender, whether conferred by law or by grant or contract, and may be enforced concurrently with any such right or remedy. The acceptance of the perfonnance of any obligation to cure any Default shall not be construed as a waiver of any rights with respect to any other past, present or future Default. No waiver in a particular instance of the requirement that any Obligation be performed shall be construed as a waiver with respect to any other Obligation or instance. 26.28 No OBLIGATION TO MARSHAL ASSETS No holder of any deed of trust, security interest or other encumbrance affecting all or any portion of the Real Property, which encumbrance is inferior to the lien and security interest of this Deed of Trust, shall have any right to require the Lender to marshal assets. 26.29 TRANSFER OF OWNERSIIlP The Lender may, without notice to the Borrower, deal with any person in whom ownership of any part of the Real Property has vested, without in any way vitiating or discharging the Borrower from liability for any of the Obligations. (Signatures follow on next page) Bristol IJ at Southport, Renton, Was)'rington AEGON Loan No. 894S.9. Deed of Trust Seattlo-3423660.4 00279.88-00543 -58- • 20080707001033.059 IN WITNESS WHEREOF, the Borrower has caused this Deed of Trust to be duly executed as of the Effective Date. Bristol Il at Southpon,, Renton, Washington AEGON Loan No. 89459 -Deed of Trust Seatde-3423660.4 0027988-00S43 BORROWER: BUILDING CAT SOUTHPORT, LLC, a Washington limited liability company By: Seco Development, Inc., a Washington corporation, Its Manager By: JS LAND LLC, a Washington limited liability company By: Building Cat Southport, LLC, a Washington limited liability company Its Special Purpose Manager By: Seco Development, Inc., a Was · on corporation, Its Mana r -59- • STATE OF WASHINGTON ) )ss. COUNTY OF KING ) 20080707001033.060 On this~ day of July, 2008, before me personally appeared Michael P. Christ, to me known to be the President ofSeco Development, Inc., a Washington corporation and the Manager of BUILDING C AT SOUTHPORT, LLC, the Washington limited liability company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation and company, for the nses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument on behalf of said corporation and said corporation was authorized to do so on behalf of said company. ,,,\\\\\\1111 IN WITNESS V,~·flil~cfl',(l)~&'lj;,reunto set my hand and affixed my official seal the day and year first above wri~7f. :,,"\\\i,,,11 'A ,, :; !,t...,_.::' ... °t~ EJC.ct~,~?P 1., f ~ §~too='"RJo" '1-\ ~ -; .., ~§ .;: ; ~ "Z-~ ...... ,:• .. ~ 0 . ,.... "' ::;o .. (.I ... -,._tl"":iH> 'Iii: ~,-~ ~ ..., t ~ue." ,;;,OJ! c., : .,, ~, .,_,:-"'- ,, -" 111 05 "" _,. ""' -'I. V" ,, ¥-t,-. ~.::.-_1t,. .... - // ~ lll\\l\\\W•''"" q,'~ .,::-: 11111 ~OF~ .. ,,._,.. 1•11111\\\\'''' STA TE OF WASHINGTON COUNTY OF KING ) )ss. ) On this~ day of July, 2008, before me personally appeared Michael P. Christ, to me known to be the Presiaent ofSeco Development, Inc., a Washington corporation and the Manager of Building Cat Southport, LLC, a Washington limited liability company and the Special Purpose Manager of JSLAND LLC, the Washington limited liability company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation and companies, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument on behaif of said corporation and companies. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year firstabovewritten. ,,,,""111 111 ~ ,,,, \., PQ '11,, :";ft.,,~,"'~'~'1-111"!>,,.. ,,, s· .: ~ S-°\\0 ...,,.p ,,,, ,~ ~ 1gnature. · If ,'i' .,,.,,:,;.\'f> ' -cPris~.,w' :;; UJ~~ ~ •• • ~ ll'! ~ NOTARY PUBLIC in and or~ :/. ~" "~o~ ... -;; ..,_ \ ,. v P.;E i-..; of Washmgton, res1dmg at ( ~' -~•,, ~5u~1!/>f 1? ;· My appointment expires: '¢:/-~. v>. r1 ... ,_ '"~ ~ -. -4.,._ 111 \\"'''''''' 'b~ .:- , , 'I: OF \NP. ,,.:c .,,, .......... Bristol II at Southport, ~Ion, Washington AEGON Loan No. 894:59 • Deed of Trust Seottle-3423660.4 0027988-00S43 .6(). • • 20080707001033.061 EXHIBIT A Legal Description: PARCEL A: LOT 3 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON. PARCELB: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN INSTRUMENTS RECORDED JULY 11, 1967 AND MARCH 14, 1968 UNDER RECORDING NOS. 6201855 AND6317510, IN KING COUNTY, WASHINGTON. PARCELC: AN EASEMENT FOR A 10 INCH DIAMETER SANlTARY SEWER LINE AS DESCRIBED IN AND DISCLOSED BY RECORDING NO. 20010629002927. APN: 082305-9055-05 Bristol II a.1 Southport, Renton, Washington AEGON Loan No. 89459 -Deed of Trust Seattle-3423660.4 0027988-00S43 -61- AFTER RECORDING, MAIL TO: City. Clerk's Office City of Renton 1055 S Grady Way Renton, WA 98055 DOCUMENT TITLE: MUL Tl-FAMILY HOUSING PROPERTY TAX EXEMPTION AGREEMENT FOR BRISTOL II AT SOUTHPORT REFERENCE NUMBER(S) OF DOCUMENTS ASSIGNED OR RELEASED: N/A GRANTOR: BUILDING CAT SOUTHPORT, LLC and JSLAND LLC. GRANTEE: CITY OF RENTON 20070912001058.:: LEGAL DESCRIPTION (ABBREVIATED): LOT 3 OF CITY OF RENTON LOT LINE ADJUSTMENT NO LUA 99-134-SHPL RECORDING NO 2000013 1900006. SITUATE IN THE CITY OF RENTON, COUNTY OF KING, STATE OF WASHINGTON. ADDITIONAL LEGAL DESCRIPTION IS ON PAGE 12 OF DOCUMENT (EXHIBIT A, PAGE i). ASSESSOR'S PROPERTY TAX PARCEL/ACCOUNT NUMBER(S): 0823059055 The Auditor/Recorder will rely on the information provided on the form. The staff will not read the document to verify the accuracy or completeness of the indexing information provided herein. MULTI-FAMILY HOUSING PROPERTY TAX EXEMPTION AGREEMENT FOR BRISTOL II AT SOUTHPORT 20070912001 (l!:;l:l_ ,:,,,. THIS AGREEMENT is entered into this ti day of A,§u, 5 ./-, 200....J_ by and between BUILDING CAT SOUTHPORT, LLC an JSLAND LLC (hereinafter collectively referred to as the "Applicant"), and the CITY OF RENTON, a municipal corporation (hereinafter referred to as the "City"). Recitals. 1. Applicant has applied to the City for a limited property tax exemption as provided for in Chapter 84.14 RCW and RMC 4-1-220 for multi-family housing residential rental housing located in the Urban Center North District 2 (UC-N2) zone and vested to Commercial Office Residential 3 (COR 3) zone requirements as part of the South Lake Washington residential targeted area and the Economic Development, Neighborhoods and Strategic Planning Department Administrator has approved the appliGation; and 2. Applicant has submitted to the City preliminary site plans, floor plans and elevations for The Bristol II at Southport with one hundred ninety five (195) new multi-family housing units (hereinafter referred to as the "Project") on property situated at 1133 Lake Washington Boulevard North, Renton, Washington, and more fully described in Exhibit A attached hereto, (hereinafter referred to as the "Property"); and 3. Applicant is the owner of the Property; and 4. The City has determined that the Project will, if developed as proposed, satisfy the requirements for a Final Certificate of Tax Exemption. NOW, THEREFORE, the City and Applicant do mutually agree as follows: 1. Conditional Certificate of Acceptance of Tax Exemption City agrees, upon execution of this Agreement following approval by the City Counc:il, to issue a Conditional Certificate of Acceptance of Tax Exemption, which conditional certificate shall expire three (3) years from the date of approval of this Agreement by the City Council, unless extended by the Administrator of the Economic Development, Neighborhoods and Strategic Planning Department (or any other City office, department or agency that shall succeed to its functions), or his or her designee, (hereafter referred to as "Administrator'') as provided in RMC 4-1-2201. Multi-Family Housing Property Tax Exemption Agreement The Bristol II at Southport, p. 1 200709120010~13. ,:,:_. 2. Agreement to Construct Multi-Family Housing. a. Applicant agrees to construct the Project on the Property substantially as described in the site plans, floor plans, and elevations on file with the City's Economic Development, Neighborhoods and Strategic Planning Department or its functional successor (hereafter referred to as "Department") as of the date of the City Council's approval of this Agreement, subject to such modifications thereto as may be required to comply with applicable codes and ordinances; provided, that in no event shall such construction provide fewer than thirty (30) new multi-family housing dwelling units designed for permanent residential occupancy. b. Applicant agrees to construct the Project on the Property to comply with all applicable zoning requirements, land use regulations, and building and housing code requirements, including but not limited to the City's development regulations in Title IV of the RMC and the City's applicable design standards and guidelines. The Applicant further agrees that approval of this Agreement by the City Council, its execution by the Mayor, or issuance of a Conditional Certificate of Acceptance of Tax Exemption by the City pursuant to RMC 4-1-220F3 in no way constitutes approval of proposed improvements on the Property with respect to applicable provisions of the City's development regulations included in Title IV of the RMC or any other applicable regulation or obligates the City to approve proposed improvements to the Property. c. Applicant agrees that the Project will be completed within three years from the date of approval of this Agreement by the Council, unless extended by the Administrator for cause as provided in RMC 4-1-2201. 3. Requirements for Final Certificate of Tax Exemption. Applicant may, upon completion of the Project and upon issuance by the City of a temporary certificate of occupancy, or a permanent certificate of occupancy if no temporary certificate is issued, request a Final Certificate of Tax Exemption. The request shall be in writing directed to the Administrator and be accompanied by the following: a. A statement of expenditures made with respect to each multi-family housing unit and the total expenditures made with respect to the entire Project and Property; b. A description of the completed work and a statement of qualification for the multi-family housing property tax exemption; Multi-Family Housing Property Tax Exemption Agreement The Bristol II at Southport, p. 2 20070912001058.:: c. A statement that the Project was completed within the required three- year period or any authorized extension and documentation that the Project was completed in compliance with the terms of this Agreement; and d. Any such further information that the Administrator deems necessary or useful to evaluate the Project's eligibility for the Final Certificate of Tax Exemption. 4. Agreement to Issue Final Certificate of Tax Exemption. The City agrees to file a Final Certificate of Tax Exemption with the King County Assessor within forty (40) days of submission by the Applicant of all materials required by paragraph 3 above, if Applicant has: a. Successfully completed the Project in accordance with the terms of this Agreement and RMC 4-1-220; b. Filed a request with the City for a Final Certificate of Tax Exemption with the Administrator and submitted the materials described in Paragraph 3 above ; c. Paid the City a fee in the amount of two hundred and fifty dollars ($250.00); and d. Met all other requirements provided in RMC 4-1-220 for issuance of the Final Certificate of Tax Exemption. 5. Annual Certification. Within thirty (30) days after the first anniversary of the date the City filed the Final Certificate of Tax Exemption and each year thereafter for a period of ten (10) years, Applicant agrees to file a certification or declaration with the Administrator, verified upon oath or affirmation, with respect to the accuracy of the information provided therein, containing the following: a. A statement of the occupancy and vacancy of the multi-family housing units during the previous year; b. A certification that the multi-family housing units, Project and Property have not changed use since the date of filing of the Final Certificate of Tax Exemption, c. A statement that the multi-family housing units, Project and Property continue to be in compliance with this Agreement and the requirements of RMC 4-1- 220; Multl-Family Housing Property Tax Exemption Agreement The Bristol II at Southport, p. 3 20070912001 ll!;l'I_::~_:- d. A description of any improvements or changes to the Project made after the filing of the Final Certificate or the most recent certification; and e. Any such further information that the Administrator deems necessary or useful to evaluate eligibility for the Final Certificate of Tax Exemption. 6. No Violations for Duration of Exemption. For the duration of the property tax exemption granted under RMC 4-1-220, Applicant agrees that the Project and the Property will have no violations of applicable zoning requirements, land use regulations, and building and housing code requirements, including but not limited to the development regulations in Title IV of the RMC, for which the Planning, Building and Public Works Department or its functional successor shall have issued a notice of violation, citation or other notification that is not resolved by a certificate of compliance, certificate of release, withdrawal or otherwise, within the time period for compliance, if any, provided in such notice of violation, citation or other notification or any extension of the time period for compliance granted by the Planning, Building and Public Works Department. 7. Notification of Transfer of Interest or Change in Use. Applicant agrees to notify the Administrator within thirty (30) days of any transfer of Applicant's ownership interest in the Project, the Property or any improvements made to the Property. Applicant further agrees to notify the Administrator and the King County Assessor within sixty (60) days of any change of use of any or ail of the multi-family housing units on the Property to another use. Applicant acknowledges that such a change in use may result In cancellatfon of the prope1iy tax exemption and imposition of additional taxes, interest and penalty pursuant to State law. 8. Cancellation of Exemption -Appeal. a. The City reserves the right to cancel the Final Certificate of Tax Exemption if at any time the multi-family housing units, the Project or the Property no longer complies with the terms of this Agreement or with the requirements of RMC 4- 1-220, or for any other reason no longer qualifies for a property tax exemption. b. If the property tax exemption is canceled for non-compliance, Applicant acknowledges that state law requires that an additional real property tax is to be imposed in the amount of: [a} the difference between the property tax paid and the property tax that would have been paid if it had included the value of the Multi-Family Housing Property Tax Exemption Agreement The Bristol II at Southport, p. 4 20070912001 (.l~!.I::··:·· nonqualifying improvements, dated back to the date that the improvements became nonqualifying; [b] a penalty of 20% of the difference calculated under paragraph (a} of this paragraph 8; [c] interest at the statutory rate on delinquent property taxes and penalties, calculated from the date the tax would have been due without penalty if the improvements had been assessed without regard to the exemptions provided by Chapter 84.14 RCW and RMC 4-1-220. Applicant acknowledges that, pursuant to RCW 84.14.110, any additional tax owed, together with interest and penalty, become a lien on the Property and attach at the time the Property or portion of the Property Is removed from multi-family housing use, and that the lien has priority to and must be fully paid and satisfied before a recognizance, mortgage, judgment, debt, obligation, or responsibility to or with which the Property may become charged or liable. Applicant further acknowledges that RCW 84.14.110 provides that any such lien may be foreclosed in the manner provided by law for foreclosure of liens for delinquent real property taxes. c. Upon determining that a tax exemption is to be canceled, the Administrator shall notify the property owner by certified mail, return receipt requested. The property owner may appeal the determination in accordance with RMC 4-1-220L2. 9. Amendments. No modification of this Agreement shall be made unless mutually agreed upon by the parties in writing and unless in compliance with the provisions of RMC 4-1- 220H, including but not limited to the Applicant's payment of a two hundred and fifty dollam ($250.00} contract amendment fee. 1 O. Binding Effect. The provisions, covenants, and conditions contained in this Agreement are binding upon the parties hereto and their legal heirs, representatives, successors, assigns, and subsidiaries. 11. Recording of Agreement. The Administrator shall cause to be recorded at the Applicant's expense, or require Applicant to record, in the real property records of the K_ing County Department of Records and Elections, this Agreement and any other documents as will identify such terms and conditions of eligibility for exemption as the Administrator deems appropriate for recording. Multi-Family Housing Property Tax Exemption Agreement The Bristol II at Southport, p. 5 200709120010!511 ·:··_· 12. Audits and Inspection of Records. Applicant understands and agrees that the City has the right to audit or review appropriate records to assure compliance with this Agreement and RMC 4-1-220 and to perform evaluations of the effectiveness of the multi-family housing property tax exemption program. Applicant agrees to make appropriate records available for review or audit upon seven days' written notice by the City. 13. Notices. All notices to be given pursuant to this Agreement shall be in writing and shall be deemed given when hand-delivered within normal business hours, when actually received by facsimile transmission, or two business days after having been mailed, postage prepaid, to the parties hereto at the addresses set forth below, or to such other place as a party may from time to time designate in writing. APPLICANT: 14. Severability. Building C at Southport, LLC and JSLAND LLC 1083 Lake Washington Boulevard N Suite 50 Renton, WA 98056 Phone: 425-282-5833 Fax: 425-282-5838 Attention: John Gaines Project Manager SECO Development CITY: City of Renton Economic Development, Neighborhoods and Strategic Planning 1055 South Grady Way Renton, Washington 98055 Phone: (425) 430-6592 Fax: (425) 430-7300 Attention: Administrator In the event that any term or clause of this Agreement conflicts with applicable law, such conflict shall not affect other terms of this Agreement which can be given effect without the conflicting terms or clause, and to this end, the terms of the Agreement are declared to be severable. Multi-Family Housing Property Tax Exemption Agreement The Bristol II at Southport, p. 6 20070912001 (l!'i!_I_:: IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year written above. CITY OF RENTON K~1&l&:~'-< APPROVED AS TO FORM: ct; .. ,.,... fir~(-, ,....,._ City Attorney BUILDING CAT SOUTHPORT, LLC A Washington Limited Liability Company JSLAND LLC Mul!I-Family Housing Property Tax Exemption Agreement The Bristol II at Southport, p. 7 ATTEST: ./ku,,u;.,J. UoLt;i,,-., Bonnie I. Walton, City Clerk .. 200709120010!513. -:-:- STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this 1-1-r1.A day of ~usf: , 200 7 , before the undersigned, a Notary Public in and forte state of Washington, duly commissioned and sworn, personally appeared before me Kathy Keolker, to me known to be the Mayor of the City of Renton, the municipal corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said municipal corporation for the uses and purposes therein mentioned and on oath stated that she was authorized to execute said instrument. In witness whereof I have hereunto set my hand and affixed my official seal the day and year first above written. NO ARY PUBLIG Pr ted Name: .Ja5orz I{. S".-::+h Residing at IU--vJ f-r.ry-, , ra1 d My commissionexpires #6-?'{-a?!i9 Multi-Family Housing Property Tax Exemption Agreement The Bristol II at Southport, p. 8 20070912001058.:: STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this / 4:-n-, day of ~ [A£.+ , 200 ' , before the undersigned, a Notary Public in and fortti state of Washington, duly commissioned and sworn, personally appeared before me: Michael P. Christ, to me known to be the President of SECO Development, Inc., Member of BUILDING CAT SOUTHPORT, L.L.C., that executed the within and foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of said party, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. In witness whereof I have hereunto set my hand and affixed my official seal the day and year first above written. NOTARY PUBLIC Printed Name: L · C.0111 17£ Residing at 8-oH,efl My commission expires / t·.2.q· 10 Multi-Family Housing Property Tax Exemption Agreement The Bristol II at Southport, p. 9 20010912001 oss.u, STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this !+tr day of ~ vt st , 200 1 , before the undersigned, a Notary Public in and fort state of Washington, duly commissioned and sworn, personally appeared before me: Michael P. Christ, to me known to be the Special General Manager of JSLAND LLC, that executed the within and foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of said party, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said lnstru ment. In witness whereof I have hereunto set my hand and affixed my official seal the day and year first above written. NOTARY PUBLIC . Printed Name: /_ · Co I / f h S Residing at Both:e j/ My commission expires /1·2:q· lo Multi-Family Housing Property Tax Exemption Agreement The Bristol II at Southport, p. 1 O MUL Tl-FAMILY HOUSING PROPERTY TAX EXEMPTION AGREEMENT EXHIBIT A LEGAL DESCRIPTION 20010912001 osa.u;. LOT 3 OF CITY OF RENTON LOT LINE ADJUSTMENT NO LUA 99-134-SHPL RECORDING NO 2000013 1900006 BEING PARCEL B OF CITY OF RENTON LOT LIINE ADJUSTMENT NO LUA 98-176 LLA RECORDING NO 9902019014 BEING A PORTION OF GOV LOT 1 IN NW Y. OF SECTION 08-23-05 LY NL Y & WL Y OF BURLINGTON NORTHERN RAILROAD CO R/W. Multi-Family Housing Property Tax Exemption Agreement Exhibit A-Legal Description The Bristol II at Southport -p. i Retum Address: City Clerk's Office City of Renton I 05 5 South Grady Way Renton; WA 98057 Title: DRAINAGE EASEMENT Project File #: 20080630002054.001 1111111111111111 20080630002054 A\:ll2!! COUIITJa EM 511. 1111 . :v:s11l.2& 14 , 1, KlNG eolli!lfv, UA Property Tax Paree! Number: 082305-9076-03; 082305-9055-0S: 082305-9216-01 . Street Intersection or Project Name: Abbreviated legal description: Portions of Lots 2, 3 and 4, SP No. LUA-99-134-SHPL, Rec. 20000131900006 Additional legal description: See pages 5 and 6 of this ·document. Grantllr(s): Grantee(s ): I. Building C at Southport, LLC I. City of Renton, a Municipal Corporation 2. JSLANDLLC 3. The Bristol at Southport, LLC 4. Southport, LLC LEGAL DESCRIPTION: See Exhibit A hereto. EXCISE TAX NOt REQUIRED ICl<)OOo. __ \.A ... \Orl e., JJ\ /\.).. '~ Dt<\/ tD r1 1'111~,sr\ That said Orantor(s), for and in consideration of mutual benefits, do by these presents, grant, bargain, sell, convey, and warrants unto the said Oranteei its successors and assigns, an easement for drainage With necessary appurtenances over, ilnder, through, ru:ross and upon the following descnbed property (the righi-of-way) in King County, Washington, rnore particularly described above . . 3129\022:06/27/08 . . . , cl- TREAD\SECO DEVELOPMEN1\SOUTHPOR1'BUJlDIN'G CAT SOUTHPORT EASEMENT FOR DRAINAGEl 20080630002054.002 For the purpose of constructing, reconstructing, installing, repairing, replacing, enlarging, operating and maintaining storm drainage lines and manholes, together with the right of ingress and egress thereto without prior · institutiati ofany suit or proceedings oflaw and without incurring any legal obligation or liabillcy therefor. Following the initial construction of its facilities, Grantee may from time to time construct such additional facilities as it may require. This easement is granted subject to the following terms and conditions: I. The Grantee shall, upon completion of any work within the property covered by. the easement, restore the surfuce of the easement, and any private improvements disturb"ed or destroyed during execution of the work, as nearly as practicable to the condition they were in ~diately before commencement of the work or entry by the Grantee. 2. Orantor shall retain the right to use the surface of the easement as long as such use does not interfere with the easement rights granted to the Grantee. Grantor shall not, however, have the right to: a. Erect or maintaJn any bUildiilgs or Sltilctures within the casement; or b. Plant trees, shrubs or vegetation having deep root patterns whfoh Dle.y cause damage to or interfere with the drainage liacllities to be placed within the eesement by the Grantee; or c. Develop, landscape, or beautify the eesement area in eny way which would unreasonably increase the costs to the Grantee of restoring the easement area and any private improvements therein. d. Dig, t\ll)ilel or perform other fonns of construction activities on the propeny which would disturb the compaction or unearth Grantee's facilities on the right-ofRway. or endanger the lateral support facilities. e. Blast within fifteon (15) feet of the right-of-way. £ Erect fences in such a way as to prevent a= by the Grantee's vehicles to the Grantee's facilities. Any fence construction must provide for on opening (galr.d, removeable sa:tioos, barrier.,, etc.) of at least ten (I 0) feet in width. This easement shall run with the land descnbed herein, and shall be binding upon the parties, their heirs, successors in interest and assigns. Grantors covenant that they are the lawful owners of the above properties and that they have a good and lawful right to oxecute this agreement. By this conveyanoo, Grantor will warrant and defend the sale hereby made unto the. Grantee against all aitd every person or persons, whomsoever, lawfully claiming or to claim the same. This conveyance shall bind the heirs, executors, administrators and assigns forever. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year as written below. See Attachment X hereto. 3129\022:06/27/08 -2-EASEMENT FOR DRAINAGEJ TREAD\SECO DEVELOPMEN1\SOIJWPORTIBUIID1NG·C AT SOUTHPORT 20080630002054.003 ATTACHMENTX GRANTORS: BUILDING CAT SOUTHPORT, LLC . JSLANI> LLC THE BRISTOL AT SOUTHPORT, LLC By: SOUTHPORT, LLC By: 3129\022:06/27/0S .3. EASEMENT FOR DRAlNAGE3 TREAD\SECO DEVELOPMEN'I\SOUTIIPORTIBUILDING CAT SOIJIHPORT 20080630002054.004 Notary Seal must be within box STATE OF WASJ-IINOTON ) 8$ COUNTY OF KINO ) On this 27 t"I day of J<,W,Q. 2008, before me per,onally appeared Michael P, Christ. to me known to be the President of SECO Developlfien~ Inc., the . · m er of Building Cat Southp~ U..C, the limited liability company that executed ...,..--,,.~~~~':':, :'/'";~· :'IJij~thin instrument, end acknowledge the said instrument to be the :free and TI-IOMP,::. ';uREBLA ijllut . act and deed of said limited liability company, for the uses and purposes NOT AR'\' r "'1rc mentioned, and each on oath stated that he was authorized to execute said STATE OF WASHINGli ent and that the seal affixed is the corporate seal of said corporation. cOMMISSklN EXPIRES • o ...... , ni. ·" 17 NOVEMBER 28 2008 -/11'1 t.(Ulk'._ Notary Public in and for the State of}Vashi?,gton Notary (Print) ~~ W . ft'(..,_()' My appointll'lent expires:_-!-/,_/~_,,2..,,8_.,,c.sg.__ ____ _ . Dated: "J' .....-t. 'rT. U.0 8' Notary Seal must be within box ST A'IB OF WAS!UNGTON ) SS COUNTY OF KING ) On this 21 t<' day of ~ 2008, before me personally appeared Notary Public in and for the State of W ashil)gton Notary(Print) . ~ W Rt11iX My appointment expires:.~~:.:.({_-2;:::i!..-~()~[L..----~ Dated: . jl.W{ 2,7. Uo t 3 tl9\022:Q6/271l)lj 4 EASEMENT FOR DRA!NAGE3 tREADISECO DEVELOPMENl\SOUTilPOR'J\BUIWING CAT SOUTHPORT 20080630002054.005 Notary Seal must be within box STATE OF WASHINGTON ) SS COUNTY OF KING ) On this '-1 ~ day of 'J tw-e-2008, before me personally appeared Michael P. Christ, to me known to be the President ofSECO Developmens Inc., the manager of The Bristol at Southport, LLC. the limited liability company 1hat exectitcd the within instrumen4 and acknowledge the '8id instrument to be the free and ',-'~.,,,..,.,...,...,,.._...,_...,._.,.11untary act and deed of ,aid limited liability company, for the uses and purposos THOMAS W. READ 'n mentioned, and eaeh on oath stated that he was authoriwl to execute said NOTARY PUBLIC iJ.· MillllOllt and that the seal affixed ls the oorporate seal of said corporation. STATE OF'NASHINGTON ~-. .. I.A/. . . COMMISSION EXPIR.~~-_::~:.,..:~ .,{,£\,~~:::;::_:.::.~~4· -'-'---'-----l NOVEMBER 28 2008 otary Pu~lic in and for the State ofWA5hinllfon otary (Pnnt) . ~ W ·IQ"'-'( My appointment expires: /1-"llr,o ~ Dated: ":l' <.W'(. ?I. 'cWg Notary Seal must be within box STATE OF WASHINGTON ) SS COUNTY OF KING ) On this z7w. day of J'...w..{ 2008, ·befon: me personally appeared Michael P. ChriSs to me known to be the President ofSECO Developmtl14 Inc., the of Southport. LLCJ the limited liability company that exec111ed the within 4 and acknowledge the '8id instrument to be the free and·voluntary act and f said limited liability company, for the uses and puiposes therein mentioned, on oath stated that he was authorlzed to execute said instrument and that the ~•;.said corpo Uon. Notary Public in and for the State o( Waslj,ington Notary (Print) 'Tk<w#'t W ~t.....( My appointment expires:,,,_-=-1.,.1-,,,i;,;t-,_-0~8~---~- Dated: ':I <JN<. "17 1.AJY, 3129\022:06/27/0S -5-EASEMENT FOR DRA1NAGE3 TREAD\SECO DEVEL0PMsm50UTHP0RTIBUILD1NG CAT SOUTHPORT EXHIBIT A LEGAL DESCRIPTION 20080630002054.006 AN EASEMENT FOR STORM DRAIN BEING STRIPS OF LAND 15.00 FEST IN WIDTH LYING . OVER, UNDER, ACROSS AND THROUGH A PORTION OF LOTS 2, 3 AND 4 OF CITY OF . RENTON SHORT PLAT No. LUA-99-134-SHPL RECORDED UNDER RECORDING No. 20000131900006 lN KING COUNTY, WASHINGTON, SAID EASEMENT HAVING 7.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINES: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE SOUTH 88°48'46" EAST ALONG THE NORTH LlNE THEREOF A DISTANCE OF 472.02 FEET TO A POINT HERElNAFTER KNOWN AS POINT "A"; THENCE CONTINUING SOUTH 88°48'46" EAST A DISTANCE OF 85.53 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 37°46'13" EAST A DISTANCE OF 40.55 FEET TO A POINT HEREINAFTER KNOWN AS POINT "B"; THENCE SOUTH 04°46'17" EAST A DISTANCE OF 24.58 FEET TO A POINT HEREINAFTER KNOWN AS POINT "C" THENCE CONTINUING SOUTH 04°46'17" EAST A DISTANCE OF 81.38 FEET TO THE SOUTH LINE OF SAlD LOT 3 AND THE TERMINUS OF THIS CENTERLINE .AND EASEMENT. TOGETHER WI'I'll STRIPS OF LAND 15.00 FEET IN WIDTH HA YING 7 .SO FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINES; BEGINNING AT SAID POINT "B"; THENCE NORTH 61 °56'34" EAST A DISTANCE OF 64.54 FEET TO THE NORTH LINE OF SAID LOT 3 AND THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT SAID POINT "B"; THENCE SOUTH 26°52'14" WEST A DISTANCE OF 3 l.6S FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT SAID POINT "C"; THENCE NORTH 77°05'59" EAST A DISTANCE OF 45.31 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT SAID POINT "C"; THENCE SOUTH 77°05'59" WEST A DISTANCE OF 24.27 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT. TOGETHER WITH A STRIP OF LAND 15.00 FEET IN WIDTH HAVING 7.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE; 3129\022.~6127/08 .;;. EASEMENT FOR DRAINAOE3 TREAD\SECO DEVELOPMENT\SOUTHPORTIBUILDING CAT SOlJl'HPORT COMMENCING AT AFORESAID POINT "A"; THENCE SOUTH 01 °11'14" WEST A DISTANCE OF 134.47 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 46°00'27" WEST A DISTANCE OF 207.71 FBET; THENCE SOUTH,81 °56'23" WEST A DISTANCE OF 108.23 FEET; 20080630002054.007 THENCE NORTH 43°54'20" WEST A DISTANCE OF 389.96 FEET TO A POlNT HERElNAFTER KNOWN AS POJNT "D"; THENCE CONTlNUlNG NORTH 43°54'20" WBST A DISTANCB OF 7.50 FEET TO THE TERMINUS OF SAID CENTERLlNE AND EASEMENT. TOGETHER WITH A STRIP OF LAND 15.00 FEET 1N WIDTH HAVING 7.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE; BEGlNNING AT THB AFORBSAJD POINT "D"; THENCE NORTH 80°45'!7" EAST A DISTANCE OF 84.13 FEET; THENCE SOUTH 88°29'33" EAST A DISTANCE OF 31.68 FEET TO THE TERMINUS OF SAID CENTERLlNE AND EASEMENT. THE SIDELINES OF SAJD EASEMENT TO BB EXTENDED OR SftORTENBD TO TERMINATE AT ALL INTERIOR ANGLE POINTS 312!>\022:W.7/08 -7-EASEMEITT FOR DRAJNAGEJ TREAI11SECO DEVEWPMEN1'SO\TfHPORTIBUlU)lNO C AT SOUTHl'ORT 20080630002054.008 EXHIBITB DlAGRAM OF EASEMENT AREA . [SEEATtACHED.] 3 !29\022:06/27/08 . ·8· 'l'READ\SECO DE\IELOPMENNOUT!lP()R'rulUJLDJNG CAT SOITTHPORT EASEMENT FOR DRA1NAGE3 -------------·------··--- NORTH 31.68 N811'2ll"33"W NW C0RN£R LOT J '-. 6<1.1l N80'45'17"t 7.50 / . N"l3'S4'20"W -« . ..-1 /·~' SCALE:, 1" • 1 Ob' 0 100' LOT C LUA 98-17&-LLA REC. No. 9902019014 LOI' I CITY OF RENTON ·SHORT PLAT No. LUA-99-13+-SHPL REC. No. 2000131900006 BRISTOL II AT SOUTHPORT 20080630002054.009 200' Return Address: CityClerk's Office City of Renton · 1055 Sooth Grady Way Renton, WA 98057 20080630002055.001 111111111111111 2008063000205. . ~TON COUR~ EAS 48.ell ~mi..w. T.,11 ffli;u¢0W'TY I WA SANI!ARY SEWER UTILITY EASEMENT Property Tax Parcel Number, 082305-9076-03; 082305-9055-05; 082305-9216-01 Project File#: Street Intersection or Project Name: :Reference Number{•) of Documents assigned or released: NIA Abbreviated legal dacriptiiln: Portion of Lots 2, 3 and 4, SP No. LUA-99-134-SHPL, Rec. 20000131900006 Additional legal description: See pages 5 and 6 of this document Grantor(s): Grantee(s): 1. Building Cat Southport, LLC I . City of ltenton, a MW1icipal corporation 2. JSLANDLLC 3. The Bristol at Southport, LLC 4. Southport, LLC The Grantor(s), ·OS named above, for and in considennion of mutual benefits, do by 1htse pr<SClltS, grant, bargain, sell, convey. and warrant unto the above named Grante~ its successors and assigns, an euemcnt for public sanitary sewer with n~ appurtenanoes over, under, through, across and upon the following descnbed property (the right-of-way) in King County, Wa,bington, more pariicularly described a, follows: See attached Exhibit A. EXCISE TAX NOT REQUIRED 1<1n; eo. Recolds Jvl$!on ev cl.A rJ, . Deputy l>/ll'<i/11) H 111.f'l'Ollt\ 3!29\0l2:06/27/08 -1· EASEMENT FO!t SANITARY SEW£R3 TREAD\SECO DEVELOPMENT\SOUTHPORT\BUlLDING C AT SOUTHPORT ' . 20080630002055. 002 for the purpose of constructing. reconstructing, installmg, repairing, replacing, enlarging, operating and maintaining sanita,y sewer utilities and utility pipelines, together with the right of ingress and ogress thereto without prior institution of any suit or proceedings of law and without incurring any legal obligation or liability ilretefor. Following the initial construction of its facilities, Grantee may from time to time construct such additional facilities as it may require. This easement is granted subject to the following tenns ·and conditions: I. The Onmtee shall. upon completion of any work wilhin the proj)<rty covered by tho easement, restore tho:surrace o{ lilt easement, wid any ptlvate improvements disturbed or destroyed during eX<CUtion ofllle worlc, es nearly as preeticable to the conditiOn they were in immediately before commenoemcnt of the work or entry by the Grantee. 2. Grantor shall retain the right to use the suifact Cifthe·easement es long as such use does not interfere With the easement rights granted to llle Onmtoo. . Graritor shall not, however, have ihe right to: a. Erect ·or maintain any buildings or structures wlihin the easement; ot b. Plant trees. shrubs or vegetation having deep root"pttterns which may cause damage to or iriterfere with the utilities 10 be placed within llle easement by the Grantee; or . · c. Develop, landscape. or beautify the easemen~ area in.any way which would unreasonably increase the costs to the Grantee of restoring the easement area and any private improvements therein. d. Dig, tunnel or perform Other forms of construction activities on the property which would disturb· the compaction or unearlh Grantee's 'f~ilities on lhe right•of-way, or endanger the lateral support facilities.. e. Blast within fift<en (15) feet of 1lle right-of-way. This easement shall run with the land desctlbed herein, and shall be binding upon the parties, their heirs. successors in interest and assigns. Granwrs covenant that Ibey are the lawful owners of the above propenies and that they have a good and lawful right to execute this agreement. By ihis convoyallce, Gmntar will warrant and defend the sale hereby made unto the Grantee against an and every person or persons, whomsoever, lawfully claiming or to claim the same. This conveyance shall bind the heirs, exooutors. administrawrs and assigns forever. IN WITNESS WHEREOF, said Grantor has caused lllis insttument to be executed Chis __ day of ___ 2008. See attachment X hereto. 3129\022:1)6127/03 -2- TREAD\SECO DEVELOPMENT'SO!lrHPORTIBUILOING C AT SOUTHPORT EASEMENT FOR SAN1T AR.Y SEWER3 20080630002055.003 ATTACHMENTX GRANtORS: BUILDING CAT SOUTHPORT, LLC By: SECO De:~.o/Zpm~ent, Inc., its mailag: By: ~ __.-----'""-'M.._ic""haee....,;&-Pc... -,<-~st-, P-r.=:e:..si-de_n_t_ JSi..AND i..LC By:~§~_)· '1aines R. Landweer, General Manager THE: BRISTOL AT SOUTHPORT, LLC By: ~~ Michael P. Christ, President SOUTHPORT, LLC By: 3129\022:06/W-08 -3- TREADISECO DEVELOPMENn50UTHPOR1\BU!U>!NG C A't SOUTill'ORT EASEMENT FOR SANITARY SEWERl 20080630002055. 004 Notaiy Soal must be within box STATE OF WASHINGTON ) SS COUNTY OF KING ) On this ?."7 ~ day of ~ , 2008. befOre me personally appeared Michael P. Christ, !<> me known to be !he President of SEC<) Developmen~ Inc., the manager of Building Cat Southport, LLC. the limited liability company that ex<CUted the within instIUm~ arid acknowledge the said instrument to be the free and 1"'~~~'::":':'!",*~.:Jjlv l1unla,y act and deed of said limited liability company, for thc·usos and purposes THOMAS W. READ trein mentioned. and each on oa!h stated that he was authorized to execute said JIJQT ARY PUBLIC i meot and that the soal offixed is the corporate seal of said corpotation. STATEOFWASHINGTON . ~ AJ( COMMISSION EXPIRt?-,E;-----;;c"'~-;--:;-+'==;.'-;:=-,,.---~::..::...;:-::-:-....,...,.-,---'--~--'--'"-1 NOVEMBER 28 2008 otary Public in and for the State of W11shington otaty (Print) . . ~ UJ K<:..JI · My appointment expires: / I-U· -u 8 Dated: . °lc.w(. '2-C"I 2'Ll'8'. Notaty Seal must be within box STATE OF WASHINGTON ) SS COUNTY OF KING ) On this '2. 7111,.day of_'1_._V.ll( __ __,2008, before me personally appeared 3129\022:06127/08 -4 • EASEMENT FOR SANITARY SEWER3 . TRBADISllCO DEVEWPMENTISOUTHPORnBUILIJ!NO CAT SOUTHPORT 20080630002055.005 Notary Seal must be withifi box ST A TE OF WASHINGTON ) SS COUNTY OF KING ) On this 77il-day of . '"Ju.re, 2008, before me per$0nally appeared Michael P. Christ, to me kno\VII to be 1he President of SECO Development,Jnc., the manager of The Bristol at Southport, LLC, the limited liability company thai executed .. · · the within instrument, and acknowledge the said instrumerit to be the free and THOMAS ·w · READ· lily act and deed of said limited llability company, for the uses and purposes · NOTARY P.UBLI~ em mentioned, and each on oa1h stated that he was authom.ed '° execute said < and that the seal affixed is the co~rate . of said corporation. · • STATE OF WASHINGTO. N " _.--;-. • )1/ : COMMISSION EXPIRES • ~ ~ · . . . . NOVEMBER 28 20 -· ry Public in and for the State ofWashin~on • · • · • · • • ~ Notary (Print) ~ W K~"«'.. · My appointment expires: . tl-d-f;c o ~ Dated, . ::r V,IJ'<. Z,. ~co Notary Seal must be withifi box STATE OF WASHINGTON ) SS COUNTY OF KING ) On this ?, rc1ay of J tMIC.. 2008, before me personally appeared Michael P. Christ. to me known to be the President of SECO De\'elopment, Inc., lilt: manager of Southport, LLC, the limited liahillty company that exee11ted the within .'"°.._....,._..,...,...,...._~...,.ltlllm~t, and acknowledge the said instrument to be the free and voluntary act and THOMAS W. READ d of said limited liability company, for lhe uses and purposes therein mentioned, NOTARY PUBLIC each on oath stated thathe was authorized to execute said lnsttumcnt and !hat the STATE OF WASHINGTO affixed is the corporate seal of said corporation. COMMISS!ON EXPIRES --;:: • ., ,(JI NOVEMBER28 2006. ~ ~ . · Public in and for.the State of\Jlashinjiton. Notary (Print) 7(..pw,,;. W IOO'<l' My appointment expires: lt-l,t.,-of . Dated: 'J' v-<tt.. t'l l.W8' 31291012:061.!7/08 .5. TREADISECO DEVELOPMEN'J',SOUTHPORT\BUIU>INO C AT SOUTIJPORT EASEMENT FOR SANITARY SEWER3 20080630002055.006 EXltl:SIT A LEGAL DESCRIPTl.ON AN EASEMENT FOR SAN1TARY SEWER BEING A STRIP OF LAND 15.00 FEET IN WIDTH LYING OVER, UNDER, ACROSS AND THROUGH A PORTION OF LOTS 2, 3 AND 4 OP THE CITY OF RENTON SHORT PLAT No. LUA-99-134-SHPL RECORDED UNDilR RECORDING No. 20000131900006 iN KING COUNTY, WASHINGTON, SAID EASEMENT HA ViNG 7 .SO FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE MOST SOUTIIBRL Y COl.WER OF SAID LOT 3; THENCE NORTH 82°49'09" WEST ALONG THE SOUTHERLY LINE OF SAID LOT 3, A DISTANCE OF 49.74 FIIBT TO THE POINT OF BEGINNING; TlIBNCE NOR:rH 23°37'32" WEST A DISTANCE OF 15.46 FEET TO A POINT HEREINAFTER KNOWN AS POINT ,;A"; !BENCE NORTH 49°18'00" WES1' A DISTANCE OF 65.94 FEET; THENCE NORTH 43°01 '07" WEST A DtSTANCE OF 32.70 FEET TO A POINT HEREINAFTER KNOWN AS POINT "B"; THENCE CONTINUING NORTH 43°01'07" WEST A DISTANCE OF 21.00 FEET TO A POINT HEREINAFTER KNOWN AS POINT "C"; THENCE CONTINUING NORTH 43°01 '07" WEST A DISTANCE OF S3.00 FBBT TO A POINT HEREINAFTER KNOWN AS POINT ''D"; THENCE CONTINUING NORTH 43°01 '07" WEST A DISTANCE OF 252.86 FEET TO THE TERMINUS OF SAID CilNTERLINE AND EASEMENT. TOGETilER WITH STRIPS OF LAND 15.00 FEET IN WIDTH HA YING .7 .50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINES; BEGlNNING AT THE AFORESAID POJNT "A"; THENCE NORTH 23°24'17" EAST A DISTANCE OF 28.72 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT THE AFORESAID POINT "8"; THENCE NORTH 46°58'53" EAST A DISTANCE OF 23.04 FEET TO THE TERMINUS OF SAID CENTERLI1% AND EASEMENT; BEGINNING AT THE AFORESAID POINT "C\ THENCE NORTH 46°S8'53" EAST A DISTANCE OF 29.70 FEET TO THE TERMINUS OF SA!D CENTERLINE AND EASEMENT; BEGINNING AT THE AFORESAID POINT "D"; THENCE NORTH 46°58'S3" EAST A DISTANCE OF 29.70 FEET TO THE TERMtNl.lS OF SAID CENTERLINE AND EASEMENT; THE SIDELINES OF SAID EASEMENT to BE EXTENDED OR SHORTENED TO TERMINATE AT ALL INTERIOR ANGLE POINTS 3129\022:06/27/08 -6-EASEMENT FOR SANITARY SEWER3 TREAD\SECO DEVELOPMENT\SOUTIJPOR1\BUllDlNG CAT SOUTHPORT llHIBiTB DIAGRAM OF EASEMENT AREA [SEE AITACHED.} . ll:29\022:06127/08 -7- "J'READ\SECO DEVELOPMEN'l\WUTHPORn!IUJLDINO C At SOUTHPORT 20080630002055:001 EASEMENT FOR SANITARY SEWER3 EXHIBITB SANITARY-SEWER EASEMENT @ SCALE: 1" -= 100' NORTH. 0 100' 200' Gen, Couloo Pork LOTI CITY OF RD!TON SHORT Pl.AT No. LIJA-99-13+-SHPL, REC. No. 20000131900006 KING COUNTY, WASHINGTON BFIS1'ol. I AT SOUTHPOm' LOT 4 MOST S0Ulr1ER1. Y CORNER Of LOT 3 CITY OF' RENTON SHORT PLAT No, LUA-99-134-SHPL, REC. No. 20000131900006 KING COUNTY, WASHINGTON LLR REC. No. 9902019014 i.1118Clml.E Ll: 15.46 N2J'37"J2' W L2: 28. 72 N23"24'1, E Ll: 32. 70 N4J"01'07"W L4! 23.04 N46'58"5J"E LS: 21). 70 N46'58'53'E Le:. 29. 70 N46'58"53"E 20080630002055.008 20080630002056.601 , · · RerurnAddress.· City Clerk's Office City of Renton 1111111111111111 I 055 South Grady Way Renton, WA 9805:S ' 20080630002056 = cg:IR.ft EAS lie.II 08/39/~. 14:17 ·. KING COUNTY , · MA ,, WATER tmutv EASEMENT Property Tax Parcel Number: 082305-9055-05; , 082305-9216·01 Project Fi!e #: :~ Street Intersection or Project Name: Reference Numll'er(s) of Documents assigned or released: NIA Abbt1Wiated Jegi\!description: Portion of Lots 3 and 4, SP No. LUA-99-134-SHl'L, Rec. 20000131900006· Additional Jegal'description: See pages 5 and 6 of this document. Gtantor(s): ' Grantee(s): I. Building C at:Southport, LLC I. City of Renton, a Municipal Corporation 2. 1SLANDLLC 3. Southoort, LLC The Grantor(s), ~above.for and in consideration of m11tuaI benefilS and other valuable consideretfon,. do by these J)resefilSt grant, ba n, sell, convey, and warrant unto the above named Grantee, its successors and assigns, an ~ht for public water line with neccss,ry appumnances over, under, through, across and upcrt the following dc<cn'bed pro petty (lhe right-of-way) in King COUnty, Washington, more particularly described as follows: See attached Exhibit A. EXCISE TAX NOT REQUIRED king Co.~ DMa/1111 BY, DeJlll1Y .. . 3129\022:06/l7/08 ·. -1-liASEMENT FOR WA TER3 TREAll\SECO DEVEl!OPMEN!\SOUTHPORTIBUJLDIN(l CAT SOU'Jlll'ORT . ' 20080630002056.002 For 1he purpose o~oonstructing, reconstructing, installing, repairing; replacing, enlarging, operating and maintaining Wale< Line utilities and utility pipelines, together with the right of ingress and egress thereto without prior ~titutio~ ?;any suit or ~roc~ings o'.~w and without incurri1,1& any I~ obligation or liabi)i~ therefor. Followmg the inttlal construction of,ts faeil1t1es, Grantee may from lime to time construct such add1uonal facilities as it rnay"require. This casement is granted subj eet to the following terms and conditions: I. The Gnmtee shall, upon eompletion of any work within the pro~rty eovcrcd by the castment, restore the surface of the easemen~ and any private improvements disturbed or destroyed during execution of the work, as rn,arly as practicable td the condition they were-in iinmediately before commencement of the work ot entry b)' tbe Grantee. 2. Otalltor shall lotain the right to 'use the sutlllco otthe ea<ement as long as such. use docs not interfere with the eesement . rights granted to the Grantee. · Orantor shall io~ however, have the right to: a. Erect 9r maintain any buildings or structures within the alSelllent; or · . b. I'iant trees, shrubs or vegetation having deop root patterns which may cause damage to or interfere with ihe utilttllis to be placed within the easement by the On\ntee; or c. Dc-velOp, landscape. ·or beautify the easement area in 6Jiy way which would unreasoJiebly increase the costs to the G~ntee of restoring the easement area Bhd any private improvements therein. d. Dig. tjinnel or perform other forms of construction activities on the property whi,ch WO\lld disturb ~e compii"Cti'on or unearth Grantee 1s facilities on the right-of-way, or endanger the lateral support facilities. e. Blast lolithin fifteen (15) feet of the right-of-way. This easement ~!run with 1he land described herein, and shall be binding upon the parties, their heira, successors in interest and assigns. Cirantors covenant that 1hey are the lawful owners of the above properties and that they have a gbod and lawful right to execute this agreement · By this conveyan.!e, Grantor will warrant and defend the sale hereby made unto ihe Grantee against all and every person or persons! whomsoever, lawfully claiming or to claim the same. This conveyance shall bind the heirs, executors. admin~~ors and assigns forever.· IN WITNESS WHEREOF, said Orantor has caused this instrument to be executed this __ day of 2008. See Attaehlnent X hereto. -~ 3129\022:06/27/08 ·2- TREADISSCO DEVELOPMEN1'SOUTHPOR1\BUilDING C AT SOUTHPORT EASEMENT FOR WATER3 20080630002056.003 ATTACHMENTX GRANTORS: BUILDING CAT SOUTHPORT, LLC SOUTHPORT, LLC By: SECO Development, Inc., its manager By:~ Mtch.iclP.christ,reSident 3129\022:06/27/08 -3-EASEMENT FOR WATER3 TREADISECO OEVELOPMENT\SOUTHPOR'NlU!LDlNO CAT S0U11lP0RT \ 2008063000'2056.004 Notn'y Seal mus! be within box STATE OF WASHINGTON ) SS COUNTY OF KING . ) -141. . '' On this --11...... day of ·~ Wit. 200&, before me personally appei,ted I · Miohael P: Christ, to nici known 10 be the Picsid<irt of SECci Development, Inc., the manager of Building C at Southport; LLC, tho limited llabilil)' company iliat "'"'"~tcd '\-._,.,.~~~~~~"""l!'f'Within instrument, and acknowledge the said i!ll;tniment to be the free aod THOMAS W. READ v luntiiry act and deed of said limited liability company, for the uses and purposes NOTAnY PUBLIC. ·n mentioned, and each on o~ stated 1ha1he""" ,nthorized ioexeeu,esaid STATE OF WASHINGTON ment and th~xed IS the co,pollile , cal Of said corporation. COMMISSION EXPIRES ~~ ·)If . . NOVE BER28 2 . . -. • troy Public in and for the State of V,(ashiqgton Notruy (Print) . . ~t l.U . ~,0( My appointtnent expires:"' (l-'l...lr-0-8' Dated: ~...wf.. ~1 :2W% . .·•. Notary Seal must ~e within box STATE OF WASHINGTON ) SS COUNTY OP KING . ) On this l 1 ~ay of · ::!t.«r<.. , 2008, before me personally appeared James R. Landweer, lo me known to be the General Mana~ of JSLAND LLC, the limited liability company that cxecuttd the within instrument. and acknowledge the · ~ . ... Ri;;; n,'1 ... r:ument to be the free end volu'n~ act 8?d doed of said limited li_libilitY . THOMAS W • , for the uses end purposes therein mentJO'ned, and each on oath Slllted that NOTARY PU · thorized to. execute Said instrument and that the seal affixed is the corporate . STAiE Of Wf'8HJN8lON ~d eo,porat10n . . cOMMISSl\)N EXPIRES ~ q M NOvEMBFR 28. 2008" -: . • ~· ~ ' Notary Pu~lic in and for the State of~gton Notruy (Pnnt) · ·~ CJJ My appointment expires: //~lr-ol E, Dated: :J ..w(. 2.-'7. Ut> K ' 3129\022:06/27/08 -4. TREADISECO DEVE\.OPMENTISOUTHPOR'NJU!LDING CA t SOlITTIPORT EASEMENT FOR WAT£R3 J. 20080630002056.005 Nolaly Seal must be within box STAIB OF WASHINGTON ) SS COUNTY OF KING ) On this ~'1 t(.,. day of :1,.,,..c:. 2008, before me personally appeared Michael P. Christ, to me known to be the President ofSECO Development, !no., the tnanager of Southport, LLC, the limi1ed liability company that oxecutod the within instrument, and acknowledge 1he said instrument to be tbc free and voluntary act. and '"'.._...._.._..-...._~~~'f""of said limited liability company, for the uses and pu1J>00<:s therein mentioned, THOMAS W. READ d each on oath stared that he was aulhori1.ed lo execute said instrument and that the NOTARY PUBLIC affbced is the corporate seal of said COIJ>Or&tion. STATE O(WASHINGTON ~ Jr .. COMMISSION EXPIR~· ~-..,,....,~--,,---.1.::.~=;!-.-'c~~~--,..-~---'---~ NOVEMBER 28 2008 otary J>ublic in and for the State of WllShington Notary (Print) ~ tV "fte,,..J[_ My appointment expires: /I-, 't-V& Dated: JI.M.I"(. 27 UV!s 31291022:IW:!7/08 .5. EASEMENT FOR WATER3 TREADISECO DEVELOPMEN1\SOIJlllPOR1\B!IlWING C AT soumPORT 20080630002056.006 EXHIBIT A . LEGAL DESCRil'TION AN EASEMENT\:'OR WATERLINE AND APPURTENANCES BEING A STRIP OF LAND 15.00 FEET IN WIDilfLYING OVER, UNDER, ACROSS AND THROUGH A PORTION OF LOTS 3 AND 4 CITY OF '.RENTON SHORT PLA TNo. LUA-99-134-SHPL RECORDED UNDER RECORDING No: 20000131900006 IN KING COUNTY, WASHINGTON, SAID EASEMENT HAVING 7.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CEN'l'ERLINE: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE SOUTH 88°48'46" EAST ALONG THE NORTH LINE THEREOF A DISTANCE OF 536.56 FEET TC> lrHE POINT OF BEGINNING; THENCE SOUTil: 01°11'14" WEST A DISTANCE OF 34.81 FEET; THENCE SOUTH:46°50'44" WEST A DISTANCE OF 51.68 FEET; THENCE SOUTH: 01°11'14" WEST A DISTANCE OF25.17FEETTO A POINT HEREINAFTER KNOWN AS POINT "A" ; . THENCE CONTINUING SOUTH 01°11 '14" WEST A DISTANCE OF 28.87 FEET; THENCE SOUTH 46°41'38" WEST A DISTANCE OF 5 I .54 FEET TO A POINT HEREINAFTER KNOWN AS POINT "B" ; THENCE CONTINUING SOUTH 46°41 '38" WEST A DiST ANCE OF 22.57 FEET TO A POINT HEREINAFTER 1<.NOWN AS POINT "C" ; THENCE CONTINUING SOUTH 46°41 '38" WEST A DISTANCE OF I 09.84 FEET TO A POINT HEREINAFTER KNOWN AS POINT "D" ; THENCE CONTINUING SOUTH 46°41 '38" WEST A DISTANCE OF 66.47 FEET; THENCE SOUTII 69°24'49" WEST A DISTANCE OF 48.70 FEET; THENCE NORTH 86°53'57" WEST A DISTANCE OF 33.83 FEET; THENCE NORTH 66°0T20" WEST A DISTANCE OF 33.69 FEET; THENCE NORTH 42°54'09" WEST A DISTANCE OF 152.92 FEE1 TO A POINT HEREINAFTER KNOWN AS POINT "E"; THENCE CONTINUING NORTH 42°54'09" WEST A DISTANCE OF 162.34 FEET TO A POJNT HEREINAFTER KNOWN AS POINT 'F: ; THENCE CONTINUING NORTH 42°54;09' WEST A DISTANCE OF 7.50 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT. TOGETHER WITH STRIPS OF LAND 15.00 FEET IN WIDTH HA YING 7 .50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINES; BEGINNING AT THE AFORESAID POINT "A"; THENCE SOUTH 88°48'46" EAST A DISTANCE OF 16.57 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT THE AFORESAID POINT "B"; THENCE NORTH 43°18'22" WEST A DISTANCE OF 29.17 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; 3129\022;06/27/08 -6-EA,SEMENT FOR WATER3 TREAD\SECO DEVELOPMEN1\SOUTHPOll'NlUILDING C AT SOUTHPORT 20080630002056.007 BEGINNING AT THE AFORESAID POINT "C"; . 1HENCENORnI43°18'22" WEST A DISTANCE OF 33.61 FEET TO THE TERMINUS OF SAID CENTER.LINE AND EASEMENT; BEGJ'NNING AT THE AFORESAID POINT "D"; THENCE NORTH 43°18'22" WEST A DISTANCE OF 24.02 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT THE AFORESAID POINT "E"; THENCE NORTH 47°05'5 l" EAST A DISTANCE OF 23.69 FEET TO THE TERMINUS OF SAID CENTERLINE ~D EASEMENT; BEGINNING A TTHE AFORESAID POINT "F"; THENCE NORTfl 47°05'51" EAST A DISTANCE OF 19.46 FEET to THE TERMINUS OF SAID CENTERLINE AND EASEMENT; THE SIDELINES OF SAID EASMENT TO BE EXTENDED OR 'SHORTENED TO TERMINATE AT ALL INTERIOR ANGLE POINTS 3l29\022:06127/0I , -7- TREAD\SECO DEVELOPMEN'l\SOUTHPOR1\BUlLIJING CAT SOUTIIPORT EASEMENT FOR WATER3 -_J_ ____ ~---------- EXHIBITB DIAGRAM OF EASEMENT AREA [SEE ATTACHED.] 3129\022:06/27/0R -11- TREAD\SECO DEVEl.OPMENI\SOUTHPOR'l\llUII.DING CAT S0lJl1lPOR1' 20080630002056.008 EASEMENT FOR WATER) EXllIBITl3 WATERLINE EASEMENT -__ NW CORNER Of' LOT 3 · Gene Coulon Pork 536.56 LOT 4 !DTD CITY OF RENTON SHORT PLAT ll!WTOL U AT SOUIHPOIIT UNE a:lfDIA.f LI: 29.17 N4J1S'22'W L2: 22.57 N48'4l'J8"E L3: ~J.61 · N4J1S'2?"W l4: 24.02 N4318'22'1V L5: :lJ.83 NS6'53'57'W Lil: 23.6i N41"05'51•c L7: 7. 50 N42'54'09•w SCALE: 1 '' = 100' 0 100' 200' 20080630002056.009 @ NORTH _P.O.B. After Recording. Return to: David H. Rockwell STOEL RIVES LLP 600 University Street, Suite 3600 Seattle, WA 98101-4109 Loan No. 89459 1111111111111111 20080707001033 FIRST AMERICAN OT PAGEe81 OF 061 87/97/28111! IZ:39 KING COUNTY, MA 145.00 SPACE ABOVE LINE FOR RECORDER'S USE ONLY DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING 20080707001033.001 /VC5 ~3t./&, qfaR'r\ (King County, Washington) lST AM (0) GRANTORS: GRANTEES: (1) Lender: (2) Trustee: ABBREVIATED LEGAL DESCRIPTION: ASSESSOR'S TAX PARCEL NUMBER: BUILDING CAT SOUTHPORT, LLC JSLANDLLC MONUMENTAL LIFE INSURANCE COMPANY FIRST AMERICAN TITLE INSURANCE COMPANY Lot 3, SP No. LUA-99-134-SHLP, Rec. 20000131900006 Complete legal description is on Exhibit A of this document 082305-9055-0S AITENTION: COUNTY RECORDER-THIS INSTRUMENT COVERS GOODS THAT ARE OR WILL BECOME FIXTURES ON THE DESCRIBED REAL PROPERTY AND SHOULD BE FILED FOR RECORD IN THE REAL PROPERTY RECORDS WHERE DEEDS OF TRUST ON REAL ESTATE ARE RECORDED. THIS INSTRUMENT SHOULD ALSO BE INDEXED AS A UNIFORM COMMERCIAL CODE FINANCING STATEMENT COVERING GOODS THAT ARE OR WILL BECOME FIXTURES ON THE DESCRIBED REAL PROPERTY. THE MAILING ADDRESSES, TELEPHONE NUMBERS, AND FAX NUMBERS OF THE SECURED PARTY AND THE DEBTOR ARE WITHIN. Bristol II tlt Southport, Renton, Washington AEGON Loan No. 89459 ~ Deed of Trost Seattle-3423660.4 0027988-00543 -1- 20080707001033.002 TABLE OF CONTENTS 1. RECITALS ..................................................................................................................................... 6 2. GRANTING CLAUSE .................................................................................................................. 7 3. DEFINED TERMS ........................................................................................................................ 7 4. TITLE ........................................................................................................................................... 15 5. REPRESENTATIONS OF THE BORROWER .......................................................................... 15 5.1 Formation, Existence, Good Standing ................................................................................ 15 5.2 The Borrower represents to the Lender as follows: No Default or Violations ................... l 5 5.3 No Further Approvals or Actions Required ........................................................................ 16 5.4 Due Execution and Delivery ............................................................................................... 16 5.5 Legal, Valid, Binding and Enforceable ............................................................................... 16 5.6 Accurate Financial Infonnation .......................................................................................... 16 5.7 Compliance with Legal Requirements ................................................................................ 16 5.8 Contracts and Franchises .................................................................................................... 16 5.9 No Condemnation Proceeding ............................................................................................ 16 5.10 No Casualty ......................................................................................................................... 16 5.11 Independence of the Real Property ..................................................................................... I 7 5.12 Complete Lots and Tax Parcels .......................................................................................... 17 5.13 Tenant Rights to Insurance and Condemnation Proceeds ................................................... 17 5.14 Ownership of Fixtures ......................................................................................................... 17 5.15 Commercial Property .......................................................................................................... 17 5.16 No Agricultural Uses .......................................................................................................... 17 5.17 Performance under Development Agreements ................................................................... 17 5.18 Status of Certain Title Matters ............................................................................................ 17 5.19 No Prohibited Transactions ................................................................................................. 18 5.20 Tenancy In Common Agreement. ....................................................................................... 18 6. COVENANTS .............................................................................................................................. 18 6. I Good Standing .................................................................................................................... 18 6.2 No Default or Violations ..................................................................................................... 19 6.3 Payment and Performance .................................................................................................. 19 6.4 Special Purpose Entity ........................................................................................................ 19 6.5 Payment of Impositions ...................................................................................................... 20 6.6 Legal Control of the Borrower ............................................................................................ 21 6.7 Management of the Real Property ...................................................................................... 21 6.8 Maintenance of the Real Property ....................................................................................... 21 6.9 Use of the Real Property ..................................................................................................... 21 6.10 Legal Requirements ............................................................................................................ 22 6.11 Contracts and Franchises .................................................................................................... 22 6.12 Covenants Regarding Certain Title Matters ........................................................................ 22 6.13 Independence of the Real Property ..................................................................................... 22 6.14 Complete Lots and Tax Parcels .......................................................................................... 22 6.15 Commercial Property .......................................................................................................... 22 6.16 No Agricultural Uses .......................................................................................................... 22 6.17 Performance under Development Agreements ................................................................... 23 Bristol ll at Southport, Renton, Washington AEGON Loan No. 89459 • Deed of Trust Seattle-3423660.4 0027988-00543 -2· 20080707001033.003 6.18 Waiver of Lien Rights ......................................................................................................... 23 6.19 Waiver of Right to Partition ................................................................................................ 23 6.20 Status of Certain Title Matters ............................................................................................ 23 6.21 Restoration upon Casualty or Condemnation ..................................................................... 23 6.22 Performance of Landlord Obligations ................................................................................. 23 6.23 Financial Reports and Operating Statements ...................................................................... 24 6.24 Estoppel Statements ............................................................................................................ 25 6.25 Use of Loan Proceeds ......................................................................................................... 25 6.26 Prohibition on CutoffNotices ............................................................................................. 25 6.27 Prohibited Person Compliance ............................................................................................ 25 6.28 No Tenancy In Common Amendment ................................................................................ 26 7. INSURANCE REQUIREMENTS ............................................................................................... 26 7.1 Required Coverages ............................................................................................................ 26 7.2 Primary Coverage ............................................................................................................... 27 7.3 How the Lender Shall Be Named ....................................................................................... 28 7.4 Rating .................................................................................................................................. 28 7.5 Deductible ........................................................................................................................... 28 7 .6 Notices, Changes and Renewals ......................................................................................... 28 7. 7 Unearned Premiums ............................................................................................................ 29 7.8 Forced Placement of Insurance ........................................................................................... 29 8. INSURANCE AND CONDEMNATION PROCEEDS .............................................................. 29 8.1 Provisions of Approved Key Leases to Govern .................................................................. 29 8.2 Adjustment and Compromise of Claims and Awards ......................................................... 29 8.3 Direct Payment to the Lender of Proceeds .......................................................................... 29 8.4 Availability to the Borrower of Proceeds ........................................................................... 30 8.5 Conditions to Availability of Proceeds ............................................................................... 30 8.6 Gross Up of Restoration Fund; Pennitted Mezzanine Financing ....................................... 31 8.7 Draw Requirements ............................................................................................................ 3 J 9. ESCROW FUND ......................................................................................................................... 3 I JO. DEFAULT ................................................................................................................................... 32 10.J Payment Defaults ................................................................................................................ 32 10.2 Incurable Non-Monetary Default ........................................................................................ 32 10.3 Curable Non-Monetary Default .......................................................................................... 33 11. RIGHT TO CURE ........................................................................................................................ 34 12. CONTEST RIGHTS .................................................................................................................... 34 13. DUE ON TRANSFER OR ENCUMBRANCE ........................................................................... 35 14. DUE ON SALE EXCEPTIONS .................................................................................................. 35 14.1 Pennitted Transfer to an Approved Purchaser. ................................................................... 35 14.2 Pennitted Transfer of Certain Passive Interests .................................................................. 37 14.3 Estate Planning Transfers ................................................................................................... 37 14.4 Transaction Costs ................................................................................................................ 37 15. NOTICE OF ABSOLUTE ASSIGNMENT OF LEASES AND RENTS ................................... 38 16. ACCELERATION ....................................................................................................................... 38 17. RIGHTS OF ENTRY ANDTOOPERATE ................................................................................ 38 17.1 Entry on Real Property ........................................................................................................ 38 Bristol lI at Southport,. Renton, Washington AEGON Loan No. 89459 -Deed ofTrusl Seatt1o-3423M0.4 0027988-00S43 .3. 20080707001033.004 17.2 Operation of Real Property ................................................................................................. 39 18. RECEIVERSHIP .......................................................................................................................... 39 19. FORECLOSURE; POWER OF SALE ........................................................................................ 39 19. J Foreclosure Under Washington Law .................................................................................. 39 19 .2 Right to a Deficiency .......................................................................................................... 40 20. WAIVERS ................................................................................................................................... 40 21. EXCULPATION CLAUSE AND CARVEOUT OBLIGATIONS ............................................. 41 22. SECURITY AGREEMENT AND FIXTURE FILING ............................................................... 42 22.l Definitions ........................................................................................................................... 42 22.2 Creation of Security Interest ............................................................................................... 43 22.3 Filing Authorization ............................................................................................................ 43 22.4 Additional Searches and Documentation ............................................................................ 43 22.5 Costs .................................................................................................................................... 44 22.6 Representations, Warranties and Covenants of the Borrower ............................................ 44 22.7 Fixture Filing ...................................................................................................................... 44 23. ENVIRONMENTALMATIERS ................................................................................................ 45 23.1 Representations ................................................................................................................... 45 23.2 Environmental Covenants ................................................................................................... 45 23.3 The Lender's Right to Control Claims .... : ........................................................................... 46 23.4 Indemnification ................................................................................................................... 46 23.5 Environmental Audits ......................................................................................................... 47 24. CONCERNING THE TRUSTEE ................................................................................................ 48 24.l No Liability ......................................................................................................................... 48 24.2 Retention of Money ............................................................................................................ 48 24.3 SuccessorTrustees .............................................................................................................. 48 24.4 Succession Instruments ....................................................................................................... 48 24.5 Perfonnance of Duties by Agents ....................................................................................... 49 25. SECONDARY MARKET ........................................................................................................... 49 25.1 Dissemination of Information ............................................................................................. 49 25.2 Cooperalion ......................................................................................................................... 49 25.3 Additional Financial Information ........................................................................................ 49 25.4 Reserves/Escrows ............................................................................................................... SO 26. MISCELLANEOUS .................................................................................................................... 50 26.1 Successors and Assigns ....................................................................................................... 50 26.2 Survival of Obligations ....................................................................................................... 50 26.3 Further Assurances .............................................................................................................. 50 26.4 Right of Inspection .............................................................................................................. 51 26.S Expense Indemnification .................................................................................................... 51 26.6 General Indemnification ..................................................................................................... 52 26.7 Recording and Filing ........................................................................................................... 52 26.8 No Waiver ........................................................................................................................... 52 26.9 Covenants Running with the Land ...................................................................................... 52 26.10 Severability ......................................................................................................................... 52 26.11 Usury ................................................................................................................................... 53 26.12 Entire Agreement ................................................................................................................ 54 Brisiol Il at Southport, Renton,. Washington AEGON Loan No. 894S9 · Deed ofTrust Seattle-3423660.4 0027988-00543 .4. 20080707001033.005 26.13 Notices ................................................................................................................................ 54 26.14 Counterparts ........................................................................................................................ 55 26.15 Choice of Law ..................................................................................................................... 55 26.16 Forum Selection .................................................................................................................. 55 26.17 Sole Benefit.. ....................................................................................................................... 55 26.18 Release of Claims ............................................................................................................... 56 26.19 No Partnership .................................................................................................................... 56 26.20 Payoff Procedures ............................................................................................................... 56 26.21 Future Advances ................................................................................................................. 56 26.22 Interpretation ....................................................................................................................... 57 26.23 Joint and Several Liability .................................................................................................. 57 26.24 Time of Essence .................................................................................................................. 57 26.25 Jmy Waiver ......................................................................................................................... 57 26.26 Renewal, Extension, Modification and Waiver .................................................................. 58 26.27 Cumulative Remedies ......................................................................................................... 58 26.28 No Obligation to Marshal Assets ........................................................................................ 58 26.29 Transfer of Ownership ........................................................................................................ 58 Brlstol II at Southport, ReJ1ton, Washington AEGON Loan No. 89459 -Deed of Trust Seattle-342366-0.4 0027988-00543 -5- 20080707001033.006 Loan No. 89459 Deed of Trust, Security Agreement and Fixture Filing (King County, Washington) This ~'12 of Trust, Security Agreement snd Fixture Filing (this "Deed of Trust'') is made snd given as ofthe"J~"day of July, 2008 (the "Effective Date"), by BUILDING CAT SOUTHPORT, LLC, a Washington limited liability company ("Southport"), and JSLAND LLC, a Washington limited liability company ("JSLAND"), as tenants in common, as granter, whose collective address is 1083 Lake Washington Boulevard North, Suite 50, Renton, Washington 98056 (collectively hereinafter, the "Borrower"), to FIRST AMERICAN TITLE INSURANCE COMPANY, as trustee, whose address is 2101 Fourth Avenue, Suite 800, Seattle, Washington 98121 (the "Trustee"), for the benefit of MONUMENTAL LIFE INSURANCE COMPANY, an Iowa corporation, as beneficiary, whose address is c/o AEGON USA Realty Advisors, Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Iowa · 52499-5443 (the "Lender"). The definitions of capitalized terms used in this Deed ofTrust may be found either in Section 3 below, or through the cross-references provided in that Section. 1. RECITALS A. Under the terms of a commercial Second Revised Loan Application/Commitment dated March 29, 2005, as amended (the "2005 Commitment"), AEGON USA Realty Advisors, Inc. ("AEGON''), as agent for the Lender, agreed to fund a Joan in the original principal amount of Fifty-four Million Dollars ($54,000,000) (the "Loan"). B. The Lender has funded the Loan in the principal amount of Fifty-four Million Dollars ($54,000,000) in accordance with the 2005 Commitment, and to evidence the Loan, One Island Square, LLC, a Washington limited liability company (the "Original Borrower"), executed and delivered to the Lender a certain Secured Promissory Note dated August 7, 2006 (the ''Note"), in the principal amount of$54,000,000. C. The Loan was secured by all of the Original Borrower's fee and leasehold interests in certain real property and by certain tangible and intangible personal property located in the City of Mercer Island, King County, Washington (the ''Original Security"). D. Pursuant to the terms of a Revised Application/Commitment for Modification of AEGON Loan No. 89459 dated May 27, 2008, as modified by approval letter dated June 4, 2008 (the "2008 Commitment''), AEGON and the Borrower have agreed that, among other things (i) the Borrower shall assume the Loan, (ii) the Note shall be modified to reflect a reduced principal amount of Forty-one Million Five Hundred Thousand Dollars ($41,500,000), and (iii) the Original Security shall be released and the Borrower shall grant to Lender all of the Borrower's existing and after-acquired interests in certain real property and by certain tangible and intangible personal property located in the City of Renton, King County, Washington, to secure the Loan. This Deed of Trust is granted by Borrower in furtherance of that requirement. Bristol II at Southport, Renton, Washington AEGON Loan No. 89459 -Deed ofTrust Seattle-3423(;<;0.4 0027988-00S43 -6- 20080707001033.007 2. GRANTING CLAUSE To secure the repayment of the Indebtedness, any increases, modifications, renewals or extensions of the Indebtedness, and any substitutions for the lndebtedness, as well as the performance of the Borrower's other Obligations, and in consideration of the sum of Ten Dollars ($! 0.00) and other valuable consideration, the receipt and sufficiency of which are acknowledged, the Borrower jointly and severally grants, bargains, warrants, conveys, alienates, releases, assigns, sets over and confirms to the Trustee, IN TRUST WITH THE POWER OF SALE for the benefit of the Lender and to its successors and assigns forever, all of the Borrower's existing and after acquired fee and leasehold interests in the Real Property, including, without limitation, all leases between Southport and JSLAND. 3. DEFINED TERMS The following defined terms are used in this Deed of Trust. For ease of reference, terms relating primarily to the security agreement are defined in Subsection 22.1. "Absolute Assignment of Leases and Rents" means the Loan Document bearing this heading of even date herewith. "Affiliate" of any person means any entity controlled by, or under common control with, that person. "Appurtenances" means all rights, estates, titles, interests, privileges, easements, tenements, hereditaments, titles, royalties, reversions, remainders and other interests, whether presently held by the Borrower or acquired in the future, that may be conveyed as interests in the Land under the laws of Washington. Appurtenances include the Easements and the Assigned Rights. "Assigned Rights" means all of the Borrower's rights, easements, privileges, tenements, hereditarnents, contracts, claims, licenses or other interests, whether presently existing or arising in the future. The Assigned Rights include all of the Borrower's rights in and to: (i) any greater estate in the Real Property; (ii) insurance policies required to be carried hereunder, including the right to negotiate claims and to receive Insurance Proceeds and unearned insurance premiums (except as expressly provided in Subsection 8.2); (iii) Condemnation Proceeds; (iv) licenses and agreements permitting the use of sources of groundwater or water utilities, seplic leach fields, railroad sidings, sewer lines, means of ingress and egress; (v) drainage over other property; (vi) air space above the Land; (vii) mineral rights; (viii) party walls; Bristol lI at Southport, Renton, Wi!Shingt.On AEGON Loan No. 89459 • Deed of Trust Seattle.3423660.4 0027988-00S43 .7. vaults and their usage; franchises; 20080707001033.008 (ix) (x) (xi) commercial tort claims that arise during the Loan tenn in respect of damages to the Real Property or to its operations, in respect of any impairment to the value of the Real Property, or in respect of the collection of any Rents; (xii) (xiii) (xiv) (xv) (xvi) (xvii) (xviii) (xix) construction contracts; roof and equipment guarantees and warranties; building and development licenses and permits; tax credits or other governmental entitlements, credits or rigbts, whether or not vested; licenses and applications (whether or not yet approved or issued); rigbts under management and service contracts; leases of Fixtures; and trade names, trademarks, trade styles, service marks, copyrigbts, and agreements with architects, environmental consultants, property tax consultants, engineers, and any other third party contractors whose services benefit the Real Property. "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended, 11 U.S.C. Sections 101 et seq., and the regulations promulgated pursuant to those statutes. "Business Day" means any day when state and federal banks are open for business in Cedar Rapids, Iowa "Carveout Guarantee and Indemnity" means that certain "Carveout Guarantee and Indemnity Agreement" entered into by the Carveout Obligor on the date of this Deed ofTrust, together with all substitutions, modifications, and amendments. "Carveout Obligations" means those obligations described in Section 21. "Carveout Obligor'' means Michael P. Christ, a married man as to his separate estate. Any other person who expressly assumes liability for the Carveout Obligations during the term of the Loan shall become a "Carveout Obliger" for purposes of this Deed of Trust. "Carveouts" means those matters from which Carveout Obligations may arise, which are described in Section 21. "Condemnation Proceeds" means all money or other property that has been, or is in the future, awarded or agreed to be paid or given in connection with any taking by eminent domain of all or any part of the Real Property (including a taking through the vacation of any street dedication or through a change of grade of such a street), either permanent or temporary, or in connection with any purchase in lieu of such a taking, or as a part of any related settlement, except for the rigbt to condemnation proceeds awarded to the tenant in a separate proceeding Bristol II at Southport. Renton, WashingtOn AEGON Loon No. 89459 -Deed of Trust Seanle~3423660.4 0027988-00S43 -!- 20080707001033.009 in respect of the lost value of the tenant's leasehold interest, provided that the award does not reduce, directly or indirectly, the award to the owner of the Real Property. "Curable Non-Monetary Default" means any of the acts, omissions, or circumstances specified in Subsection I 0.3 below. ''llifl!l!!!" means any of the acts, omissions, or circumstances specified in Section 10 below. "Default Rate" means the rate of interest specified as the "Default Rate" in the Note. "Development Agreements" means all development, utility or similar agreements included in the Permitted Encumbrances. "Easements" means the Borrower's existing and future interests in and to the declarations, easements, covenants, and restrictions appurtenant to the Land. "Environmental Indemnity Agreement" means the Loan Docwnent bearing that heading of even dated herewith, together with all substitutions, modifications, and amendments. "Environmental Laws" means all present and future laws, statutes, ordinances, rules, regulations, orders, guidelines, rulings, decrees, notices and determinations of any Governmental Authority to the extent that they pertain to: (A) the protection of health against environmental hazards; (B) the protection of the environment, including air, soils, wetlands, and swface and underground water, from contamination by any substance that may have any adverse health effect on humans, livestock, fish, wildlife, or plant life, or which may disturb an ecosystem; (C) underground storage tank regulation or removal; (D) wildlife conservation; (E) protection or regulation of natural resources; (F) the protection of wetlands; (G) management, regulation and disposal of solid and haz.ardous wastes; (H) radioactive materials; (I) biologically hazardous materials; (J) indoor air quality; or (K) the manufacture, possession, presence, use, generation, storage, transportation, treatment, release, emission, discharge, disposal, abatement, cleanup, removal, remediation or handling of any Hazardous Substances. "Environmental Laws" include the Comprehensive Environmental Response, Compensation, and Liability Act, as amended by the Superfund Amendments and Reauthorization Act of I 986, 42 U.S.C. §960 I et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §690 l et seq., the Federal Water Pollution Control Act, as amended by the Clean Water Act, 33 U.S.C. §1251 et seq., the Clean Air Act, 42 U.S.C. §7401 et seq., the Toxic Substances Control Act, 15 U.S.C. §2601 et seq., the Washington Model Toxics Control Act (RCW 70.J 05D), the Washington Hazardous Waste Management Act (RCW 70. 105), the Washington Solid Waste Management Act (RCW 70.95), all similar state statutes and local ordinances, and all regulations promulgated under any of those statutes, and all administrative and judicial actions respecting such legislation, all as amended from time to time. "BSA" means the written environmental site assessment of the Real Property obtained under the terms of the 2008 Commitment. Bristol II at Southport, Renton, Washington AEGON Loan No. 89459 -Deed of Trust Seottle-3423660.4 0027988-00543 20080707001033.010 "Escrow Expenses" means those expenses in respect of real and personal property tru<es and assessments, Insurance Premiums and such other Impositions as the Lender pays from time to time directly from the Escrow Fund using monies accumulated through the collection of Monthly Escrow Payments. "Escrow Fund" means the funds deposited by Borrower with the Lender pursuant to Section 9 hereof, as reflected in the accounting entry maintained on the books of the Lender as funds available for the payment of Escrow Expenses under the terms of this Deed of Trust "Fixtures" means all materials, supplies, equipment, apparatus and other items now or hereafter attached to or installed on the Land and Improvements in a manner that causes them to become fixtures under the laws of Washington, including all built-in or attached furniture or appliances, elevators, escalators, heating, ventilating and air conditioning system components, emergency electrical generators and related fuel storage or delivery systems, septic system components, storm windows, doors, electrical equipment, plumbing, water conditioning, lighting, cleaning, snow removal, lawn, landscaping, irrigation, security, incinerating, fire- fighting, sprinkler or other fire safety equipment, bridge cranes or other installed materials handling equipment, satellite dishes or other telecommunication equipment, built-in video conferencing equipment, sound systems or other audiovisual equipment, and cable television distribution systems. Fixtures do not include trade fixtures, office furniture and office equipment owned by a tenant who is unrelated to the Borrower, provided such items may be detached and removed by the tenant without damage to the Real Property, other than incidental damage that the tenant is obligated to repair under the terms of its Lease. Fixtures expressly include HV AC, mechanical, security and similar systems of general utility for the operation of the Improvements as leasable commercial real property. "Governmental Authority" means any political entity with the legal authority to impose any requirement on the Property, including the governments of the United States, the State of Washington, King County, the City of Renton, and any other entity with jurisdiction to decide, regulate, or affect the ownership, construction, use, occupancy, possession, operation, maintenance, alteration, repair, demolition or reconstruction of any portion or element of the Real Property. "Guarantor'' means Michael P. Christ, a married man as to his separate estate. "fiarnrdous Substance" means any substance the release of or the exposure to which is prohibited, limited or regulated by any Environmental Law, or which poses a hazard to human health because of its toxicity, including, without limitation: (A) any "oil," as defined by the Federal Water Pollution Control Act and regulations promulgated thereunder (including crude oil or any fraction of crude oil), (B) any radioactive substance, and (C) Stachybotrys chartarum or other molds. However, the term "Hazardous Substance" includes neither (A) a substance used in the cleaning and maintenance of the Real Property, if the quantity, storage and manner ofits use are customary, prudent, and do not violate applicable law, nor (B) automotive motor oil in immaterial quantities, if!eaked from vehicles in the ordinary course of the operation of the Real Property and cleaned up in accordance with reasonable property management procedures and in a manner that violates no applicable law. Bristol Il at Southport, Renton, Washington AEGON Loan No. 894S9-Deed of Trust Seattle-3423660.4 00279&8-00543 -lO- 20080707001033.011 "lmposjtions" means all real and personal property taxes levied against the Property; general or special assessments; ground rent; water, gas, sewer, vault, electric or other utility charges; common area charges; owners' association dues or fees; fees for any easement, license or agreement maintained for the benefit of the Property; and any and all other taxes, levies, user fees, claims, charges and assessments whatsoever that at any time may be assessed, levied or imposed on the Property or upon its ownership, use, occupancy or enjoyment, and any related costs, interest or penalties. In addition, "Impositions" include all documentaty, stamp or intangible personal property taxes that may become due in connection with the Indebtedness, including Indebtedness in respect of any future advance made by the Lender to the Borrower, or that are imposed on any of the Loan Documents. "Improvements" means, to the extent of the Borrower's existing and future interest, all buildings and improvements of any kind erected or placed on the Land now or in the future, including the Fixtures, together with all appurtenant rights, privileges, Easements, tenements, hereditaments, titles, reversions, remainders and other interests. "Indebtedness" means all sums that are owed or become due pursuant to the terms of the Note, this Deed of Trust, or any of the other Loan Documents or any other writing executed by the Borrower relating to the Loan, including scheduled principal payments, scheduled interest payments, default interest, late charges, prepayment premiums, accelerated or matured principal balances, advances, coJlection costs (including reasonable attorneys' fees), reasonable attorneys' fees and costs in enforcing or protecting the Note, the Deed of Trust, or any of the other Loan Documents in any probate, bankruptcy or other proceeding, receivership costs, fees and costs of the Trustee and all other financial obligations of the Borrower incurred in connection with the Loan transaction, provided, however, that this Deed of Trust shall not secure any Loan Document or any particular person's liabilities or obligations under any Loan Document to the extent that such Loan Document expressly states that it or such particular person's liabilities or obligations are unsecured by this Deed of Trust. lndebtedness shall also include any obligations under agreements executed and delivered by Borrower which specifically provide that such obligations are secured by this Deed of Trust. "Insurance Premiums" means all premiums or other charges required to maintain in force any and all insurance policies that this Deed of Trust requires that the Borrower maintain.· "Insurance Proceeds" means (A) all proceeds of all insurance now or hereafter carried by or payable to the Borrower with respect to the Real Property, including with respect to the interruption of rents or income derived from the Property, all unearned insurance premiums and all related claims or demands, and (B) all Proceeds (as defined in Snbsection 22. l ). "Key Lease" means any present or future Lease to a commercial tenant "Key Principal" means Michael P. Christ. "Land" means that certain tract ofland located in the City of Renton, King County, Washington, which is described on the attached Exhibit A, together with the Appurtenances . Bristol II at Southport, Renton, Washington AEGON L<>,n No. 89459 • Deed of Trust Seattle-3423660.4 0027988-00543 • J l• 20080707001033.012 "Leases" means all leases, subleases, licenses, concessions, extensions, renewals and other agreements (whether written or oral, and whether presently effective or made in the future) through which the Borrower grants any possessory interest in and to, or any right to occupy or use, all or any part of the Real Property, and any related guaranties. ''Legal Control" means the power, either directly or indirectly, to exercise the authority of the Borrower as owner of the Real Property, either as the majority shareholder of the common stock of a corporation, the sole general partner of a limited partnership, the managing general partner of a general partnership, or the sole manager or sole managing member of a limited liability company, provided the person or entity exercising such authority cannot be divested of such authority without its consent, either directly or indirectly, except for cause. "Legal Requirements" means all laws, statutes, rules, regulations, ordinances, judicial decisions, administrative decisions, building permits, development permits, certificates of occupancy, or other requirements of any Governmental Authority. "Loan Assumption and Modification Agreement" means that certain Consent to Transfer and Loan Assumption and Modification Agreement of even date herewith entered into by and among the Original Borrower, the Borrower, the Carveout Obligor and the Lender. "Loan Documents" means all documents evidencing the Loan or delivered in connection with the acceptance of the Loan, including the 2008 Commitment, whether entered into prior to or at the closing of the Loan pursuant to the 2008 Commitment, or in the future, including, without limitation, the Note, this Deed of Trust, the Loan Assumption and Modification Agreement, the Absolute Assignment of Leases and Rents, the Carveout Guarantee and Indemnity, the Environmental Indemnity Agreement, and the Payment Guarantee. "Maximum Permitted Rate" means the highest rate of interest permitted to be paid or collected by applicable law with respect to the Loan. "Monthly Escrow Payment" means the sum of the Monthly Imposition Requirement, the Monthly Insurance Premium Requirement, and the Monthly Reserve Requirement "Monthly Imposition Requirement" means one-twelfth (I/12th) of the annual amount that the Lender estimates will be required to permit the timely payment by the Lender of those Impositions that the Lender elects, from time to time, to include in the calculation of the Monthly Imposition Requirement. Such Impositions shall include real and personal property taxes and may include, at the Lender's sole and absolute discretion, any Impositions that the Borrower has failed to pay on a timely basis during the term of the Loan. The Lender shall base its estimate on the most recent information supplied by the Borrower concerning future Impositions. If the Borrower fails to supply such information or ifit is unavailable at the time of estimation, the Lender shall estimate future Impositions using historical information and an annual inflation factor equal to the lesser of five percent (5%) and the maximum inflation factor permitted by law. Bristol JI at Southport. Renton, Washington AEGON Loan No. 89459 -Deed ofTrust Seattle-3423660.4 0027988--00543 ·12· 20080707001033.013 "Monthly Insurance Premiwn Requirement" means one-twelfth (I/12th) of the annual amount that the Lender estimates (based on available historical data and using, if future Insurance Premiums are as yet undetenninable, a five percent (5%) inflation factor) will be required to pennit the timely payment of the Insurance Premiums by the Lender. "Monthly Reserve Requirement" means the monthly payment amount which the Lender estimates will result, over the subsequent twelve (12) months, in the accumulation of a surplus in the Escrow Fund equal to the sum of the Monthly Imposition Requirement and the Monthly Insurance Premium Requirement. "Net Worth Requirement" means a minimum net worth of the Carveout Obligor ofTwenty- five Million Dollars ($25,000,000). "Note" means the Secured Promissory Note dated August 7, 2006, as modified pursuant to the terms of the Loan Assumption and Modification Agreement, evidencing the Indebtedness in the reduced principal amount of Forty-one Million Five Hundred Thousand Dollars ($41,500,000), together with all extensions, renewals and modifications. ''Notice" means a notice given in accordance with the provisions of Subsection 26.13. "Obligations" means all of the obligations required to be perfonned under the terms and conditions of any of the Loan Documents by any Obligor, except for obligations that are expressly stated to be unsecured under the terms of another Loan Document. "Obligor" means the Borrower, the Carveout Obliger, the Guarantor, or any other Person that is liable under the Loan Documents for the payment of any portion of the Indebtedness, or the perfonnance of any other obligation required to be performed under the terms and conditions of any of the Loan Documents, under any circumstances. "Participations" means participation interests in the Loan Documents granted by the Lender. "Payment Guarantee" means that certain "Payment Guarantee" entered into by the Guarantor on the date of this Deed of Trust. "Pennitted Control Group Members" means each of the following: (i) the Key Principal, (ii) the spouse, siblings, children and grandchildren of the Key Principal, (iii) institutional trustees of estate planning trusts established for the sole benefit of Permitted Control Group Members, and (iv) executors of the estates of Permitted Control Group Members. "Pennitted Encumbrances" means (A) the lien of taxes and assessments not yet due and payable, and (B) those matters of public record listed as special exceptions in the Lender's title insurance policy insuring the priority of this Deed of Trust. "Permitted Transfer" means a transfer specifically described in Section 14 as permitted. Bristol JI at Southport, Renton, Washington AEGON Loon No. 89459 -Deed of Trust Seattle-3423660.4 0027988-00S43 -13- "Person" means any individual, corporation, limited liability company, partnership, trust, unincorporated association, government, governmental authority or other entity. 20080707001033.014 "Property" means the Real Property and the Leases, Rents and Personal Property (as defined in Subsection 22.1 below). "Qualified Property Manager" means either (A) a financially sound, professional property management company, experienced in managing properties similar in type and quality to the Real Property, and which is one of the top three institutional property management companies in the real estate market where the Real Property is located, based on the square footage of space under its management, or (B) another property management company approved in writing by the Lender. "Rating Agencies" means one or more credit rating agencies approved by Lender. "Real Property" means the Land and the Improvements. "Rents" means all rents, income, receipts, issues and profits and other benefits paid or payable for using, leasing. licensing, possessing. operating from or in, residing in, selling, mining. extracting minerals from, or otherwise enjoying the Real Property, whether presently existing or arising in the future, to which the Borrower may now or hereafter become entitled or may demand or claim from the commencement of the Loan term through the time of the satisfaction of all of the Obligations, including security deposits, amounts drawn under letters of credit securing tenant obligations, minimum rents, additional rents, common area malntenance charges, parking revenues, deficiency rents, termination payments, space contraction payments, damages following default under a Lease, premiums payable by tenants upon their exercise of cancellation privileges, proceeds from lease guarantees, proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by destruction or damage to the Real Property, all rights and claims of any kind which the Borrower has or may in the future have against the tenants under the Leases, lease guarantors, or any subtenants or other occupants of the Real Property, all proceeds of any sale of the Real Property in violation of the Loan Documents, any future award granted the Borrower in any court proceeding involving any such tenant in any bankruptcy, insolvency, or reorganiration proceedings in any state or federal court, and any and all payments made by any such tenant in lieu of rent. "Restoration" means (A) in the case of a casualty resulting in damage to or the destruction of the Improvements, the repairorrebuildingofthe Improvements to their original condition, or (B) in the case of the condemnation ofa portion of the Real Property, the completion of such work as may be necessary in order to remedy the effects of the condemnation so that the value and income-generating characteristics of the Real Property are restored. "Securities" means mortgage pass-through certificates or other securities evidencing a beneficial interest in the Loan, issued in a rated or unrated public offering or private placement. Bristol 11 at Southport, Renton, Washington AEGON Loan No. 89459 ~ Deed of Trust Seattlc-3423660.4 0027988-00543 -14- 20080707001033.015 "Securitization:' means the issuance of Securities. 4. TITLE The Borrower represents to and covenants with the Lender and with its successors and assigns that, at the point in time of the grant of the lien created by this Deed of Trust, the Borrower is weJI seized of good and indefeasible title to the Real Property, in fee simple absolute, subject to no lien or encumbrance except the Permitted Encumbrances. The Borrower warrants this estate and title to the Lender and to its successors and assigns forever, against all lawful claims and demands of all persons. The Borrower shall maintain mortgagee title insurance issued by a solvent carrier, covering the Real Property in an amount at least equal to the amount of the Loan's original principal balance. This Deed of Trust is and shall remain a valid and enforceable first lien on the Real Property, and if the validity or enforceability of this first lien is attacked by appropriate proceedings, the Borrower shall diligently and continuously defend it through appropriate proceedings. Should the Borrower fail to do so, the Lender may at the Borrower's expense take all necessary action, including the engagement and compensation of legal counsel, the prosecution or defense oflitigation, and the compromise or discharge of claims. The Borrower shall defend, indemnify and hold the Lender harmless in any suit or proceeding brought to challenge or attack the validity, enforceability or priority of the lien granted by this Deed of Trust. If a prior construction, mechanics' or materialmen's lien on the Real Property arises by operation of statute during any construction or repair of the Improvements, the Borrower shall either cause the lien to be discharged by paying when due any amounts owed to such persons, or shall comply with Section 12 of this Deed of Trust. 5. REPRESENTATIONSOFTHEJIORROWER 5.1 FORMATION, Ex!STENCE, GooD STANDING Each entity comprising Borrower is a limited liability company duly organized, validly existing and in good standing under the Jaws of Washington and has obtained all licenses and permits and filed all statements of fictitious name and registrations necessary for the lawful operation of its business in Washington. 5.2 THE BORROWER REPRESENTS TO TIIELENDER AS FOILOWS: NO DEFAULT OR VIOLATIONS The execution and performance of the Borrower's Obligations will not result in any breach of, or constitute a default under, any contract, agreement, document or other instrument to which either entity comprising Borrower is a party or by which either entity comprising Borrower may be bound or affected, and do not and will not violate or contravene any law to which either entity comprising Borrower is subject; nor do any such other instruments impose or contemplate any obligations which are or will be inconsistent with the Loan Documents. Bristol II et Southport, Renton, Washington AEGON Loan Na. 894S9 • De.cd of Trust Seattle--3423660.4 0027988-00543 ~15- 20080707001033.016 5.3 NO FURTHER APPROVALS OR ACTIONS REQUIRED No approval by, authorization of, or filing with any federal, state or municipal or other governmental conunission, board or agency or other governmental authority is necessary in connection with the authorization, execution and delivery of the Loan Documents by the Borrower. 5.4 DUE ExECUTION AND DELIVERY Each of the Loan Documents to which the Borrower is a party has been duly executed and delivered on behalf of the Borrower. 5.5 LEGAL, VAUD,BINDINGANDENFORCEABLE Each of the Loan Documents to which the Borrower is a party constitutes the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms. 5.6 ACCURATE FINANCIAL INFORMATION All financial information furnished by the Borrower to the Lender in connection with the application for the Loan is true, correct and complete in all material respects and does not omit to state any fact or circumstance necessary to make the statements in them not misleading, and there has been no material adverse change in the financial condition of the Borrower since the date of such financial information. 5.7 COMPLIANCE WITH LEGAL REQUIREMENTS All governmental approvals and licenses required for the conduct of the Borrower's business and for the maintenance and operation of the Real Property in compliance with applicable law are in full force and effect, and the Real Property is currently being operated in compliance with the Legal Requirements in all material respects. 5.8 CONTRACTS AND FRANCHISES All contracts and franchises necessary for the conduct of the Borrower's business and for the operation of the Real Property in accordance with good commercial practice are in furce. 5.9 NO CONDEMNATION PROCEEDING As of the Effective Date of this Deed of Trust, the Borrower has no knowledge of any present, pending or threatened condemnation proceeding or award affecting the Real Property. 5.10 NOCASUALTY As of the Effective Date of this Deed of Trust, no damage to the Real Property by any fire or other casualty has occurred, other than damage that has been completely Br)stol ll at Southport, Renton, Washington AEGON Loan No. 894S9 • Deed of Trust Seattle-3423660.4 0027988.00543 -16- repaired in accordance wiili good commercial practice and in compliance wiili applicable law. 5.11 lNDEPENDENCEOFTHER.EALPROPERTY 20080707001033.017 The Real Property may be operated independently from oilier land and improvements not included wiiliin or located on ilie Land, and it is not necessary to own or contrcl any property other ilian ilie Real Property in order to meet ilie obligations of the landlord under any Lease, or in order to comply with the Legal Requirements. 5.12 COMPLETELoTSANDTAXPARCELS The Land is comprised exclusively of tax parcels that are entirely included within the Land, and, if the Land is subdivided, of subdivision lots that are entirely included within the Land. 5.13 TENANT RIGHTS TO INSURANCE AND CONDEMNATION PROCEEDS No Lease grants to any tenant a right to receive Insurance Proceeds or Condemnation Proceeds. 5.14 OWNERSHIP OF fJXTURES The Borrower owns ilie Fixtures free of any encumbrances, including purchase money secwity interests, rights oflessors, and rights of sellers under conditional sales contracts or oilier financing arrangements. 5.15 COMMERC!ALPROPERTY The Real Property is operated commercially as a mixed-use retail, office and residential apartment complex, and ilie Loan has not been made for personal, family or household purposes. 5.16 NO AGRICULTURAL USES The Real Property is not used principally for agricultural or farming purposes. 5.17 PERFORMANCE UNDERDEVELOPMENT AGREEMENTS All of the obligations of the owner of the Real Property due under the Development Agreements have been fully, timely and completely performed and such performance has been accepted by the related govennnental agency or utility company, and no Governmental Authority has alleged that any default exists under any of the Development Agreements. 5.18 STATUSOFCERTAINTinEMATTERS Each of the Easements included within the Appurtenances ( a) is valid and in full force and effect and may not be amended or terminated, except for cause, without the consent of the Borrower, (b) has not been amended or supplemented, (c) requires no Bristol 11 at Southport, Renton, Washington AEGON Loan No. 89459 ~ Deed of Trust Septt\e-3423660.4 0027988-00S43 -17- 20080707001033.018 approval of the Improvements that has not been obtained, (d) is free of defaults or alleged defaults, ( e) does not provide for any assessment against the Real Property that has not been paid in full, which is not disclosed on the commitment for title insurance issued by First American Title Insurance Company under Order Number NCS-346861-WAl dated June 3, 2008, and (f) has not been violated by the owner of the Real Property or, to the best of the Borrower's knowledge, by any tenant of the Real Property. 5.19 No PROIBBITED TRANSACTIONS The Borrower represents to the Lender that either (a) the Borrower is not an "employee benefit plan" within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is subject to Title I of ERISA, a "plan" within the meaning of Section 4975 of the lnterilal Revenue Code of 1986, as amended (the "Code"), or an entity that is deemed to hold "plan assets" within the meaning of29 C.F.R. §2510.3-101 of any such employee benefit plan or (b) the entering into of the Loan Documents, the acceptance of the Loan by the Borrower and the existence of the Loan will not result in a non-exempt prohibited transaction under §406 ofERISA or Section 4975 of the Code. The Borrower further warrants and covenants that the foregoing representation will remain true during the term of the Loan. 5.20 TENANCY IN COMMON AGREEMENT The Borrower has provided the Lender with a complete and accurate copy of its tenancy in common agreement dated as of June........., 2004, as amended (the "Tenancy in Common Agreement"). The Tenancy in Common Agreement has not been amended, and there are no agreements or understandingi, that are in addition to, differ from or constitute a waiver or modification of any terms of the Tenancy in Common Agreement. Michael P. Christ has been appointed as the person to act on behalf of Borrower, may do so without the consent or participation of any other person or cotenant and may perform all acts, execute all agreements, give and receive all notices, pay and receive all payments, waive any terms, make any admissions and otherwise do or perform any act on behalf of Borrower and Lender shall have the right to rely upon such appointment without inquiry or confinnation of any kind. 6. COVENANTS 6.1 GOOD STANDING The Borrower shall remain in good standing as a tenancy in common under the laws of Washington and shall maintain in force all statements of fictitious name and registrations necessary for the lawful operation ofits business in Washington during the term of the Loan. Bristol TI at Southport, Renton, Washington AEGON Loan No. 89459 • Deed of Trust Seattle.3423660.4 0027988-00543 -18· 20080707001033.019 6.2 NO DEFAULT OR VIOLATIONS The Borrower shall not enter into any contract, agreement, docwnent or other instrwnent, if the performance of the Borrower's Obligations would result in any breach of, or constitute a default under, any such contract, agreement, document or other instrument, or if the contract, agreement, docwnent or other instrwnent would impose or contemplate any obligations the performance of which would result in a Default under the Loan Docwnents or would be inconsistent with the performance of the Borrower's Obligations. 6.3 PAYMENT AND PERFORMANCE Tue Borrower shall pay the Indebtedness and perform all of its other Obligations, as and when the Loan Docwnents require such payment and performance. 6.4 SPECIAL PURPOSE ENTITY Each entity comprising Borrower has not and will not: (i) engage in any business or activity other than the ownership, operation and maintenance of the Property, and activities incidental thereto; (ii) acquire or own any assets other than (A) the Property, and (B) such incidental Personal Property as may be necessary for the operation of the Property; (iii) merge into or consolidate with any Person, or dissolve, terminate, liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change its legal structure; (iv) fail to observe all organizational formalities, or fail to preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under the Legal Requirements of the jurisdiction of its organization or formation, or amend, modify, terminate or fail to comply with the provisions of its organizational documents; (v) own any subsidiary, or make any investment in, any Person; (vi) commingle its assets with the assets of any other Person; (vii) incur any debt, se<:ured or unsecured, direct or contingent (including guaranteeing any obligation), other than the Indebtedness, unse<:ured trade payables and unsecured equipment leases (both of which must be incurred in the ordinary course of business relating to the ownership and operation of the Property) provided the same (x) do not exceed at any time in the aggregate a maximum amount of five percent (5%) of the principal amount of the Note, and (y) are paid within sixty (60) days after the date incurred; (viii) fail to maintain its records, books of account, bank accounts, financial statements, accounting records and other entity documents separate and apart from those of any other Person; (ix) enter into any contract or agreement with any general partner, member, shareholder, principal or affiliate, except upon terms and conditions that are Bristol II at Southport, Renton, Washington AEGON Loan No. 89459-Deed of Trust Seattle-3423o60.4 0027938--00543 -19· • 20080707001033.020 intrinsically fair and substantially similar to those that would be available on an arm's-length basis with unaffiliated third parties; (x) maintain its assets in such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; (xi) assume or guaranty the debts of any other Person, hold itself out to be responsible for the debts of any other Person, or otherwise pledge its assets for the benefit of any other Person or hold out its credit as being available to satisfy the obligations of any other Person; (xii) make any loans or advances to any Person; (xiii) fail to file its own tax returns (unless prohibited by Legal Requirements from doing so); (xiv) fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business solely in its own name or fail to correct any known misunderstanding regarding its separate identity; (xv) fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operation; (xvi) fail to allocate shared expenses (including shared office space) and to use separate stationery, invoices and checks; (xvii) fail to pay its own liabilities (including salaries of its own employees) from its own funds; and (xviii) acquire obligations or securities of its partners, members, shareholders or other affiliates, as applicable. 6.5 PAYMENT OF lMPOS1TlONS The Borrower shall pay the Impositions on or before the last day on which they may be paid without penalty or interest, and shall, within thirty (30) days, furnish the Lender with a paid receipt or a cancelled check as evidence of payment of real and personal taxes and insurance premiums. If the Lender does not receive such evidence, the Lender may obtain it directly. If it does so, the Lender will charge the Borrower an administrative fee of Two Hundred Fifty Dollars ($250) for securing the evidence of payment. The payment of this fee shall be a demand obligation of the Borrower. The Borrower may meet the Imposition payment requirements of this Subsection 6.4 by remitting the Monthly Escrow Payments when due, by immediately providing Notice to the Lender of any new Imposition or increased Imposition unknown to the Lender, and by paying to the Lender on demand any amount required to increase the Escrow Fund to an amount sufficient to permit the Lender to pay all Impositions from the Escrow Fund on time. ff the Borrower wishes to contest the validity or amount of an Imposition, they may do so by complying with Section 12. If any new Legal Requirement (other than a general tax on income or on int.erest payments) taxes the Deed of Trust so that the yield on the Indebtedness would be reduced, and the Bristol JI at Southport, Renton, WashingtOn AEGON Loan No. 89459 -Deed of Trust Seattlc-3423660.4 0027988-00:543 -20- Borrower may lawfully pay the tax or reimburse the Lender for its payment, the Borrower shall do so. 6.6 LEGALC0NTROL0FTHEB0RR0WER 20080707001033.021 The Borrower shall remain under the Legal Control of one or more Permitted Control Group Members during the term of the Loan. 6.7 MANAGEMENT OF THEREALPROPERJY The Real Property shall be managed at all times by the Key Principal, by a property management company engaged by the Key Principal to manage the Real Property, or by a Qualified Property Manager. 6.8 MAINTENANCE OF THE REAL PROPER1Y The Borrower shall not commit or permit any waste of the Real Property as a physical or economic asset, and agrees to maintain in good repair the Improvements, including structures, roofs, mechanical systems, parking lots or garages, and other components of the Real Property that are necessary or desirable for the use of the Real Property, or which the Borrower as landlord under any Lease is required to maintain for the benefit of any tenant In its performance of this Obligation, the Borrower shall promptly and in a good and workmanlike manner repair or restore, as required under Subsection 6.21, any elements of the Improvements that are damaged or destroyed. The Borrower shall also replace roofs, parking lots, mechanical systems, and other elements of the Improvements requiring periodic replacement. The Borrower shall carry out such replacements no less frequently than would a commercially reasonable owner intending to maintain the maximum income-generating potential of the Real Property over its reasonable economic life. The Borrower shall not, without the prior written consent of the Lender, demolish, reconfigure, or materially alter the structural elements of the Improvements, unless such an action is the obligation of the Borrower under a Lease approved by Lender or for which the Lender's approval is not required under the Absolute Assignment of Leases and Rents. The Lender agrees that any request for its consent to such an action shall be deemed given if the Lender does not respond within fifteen ( l 5) Business Days to any written request for such a consent, if the request is accompanied by all materials required to permit the Lender to analyze the proposed action. 6.9 USE OF THE REAL PROPER1Y The Borrower agrees that the Real Property may only be used as a mixed-use retail, office and residential apartment property and for no other purpose. No portion of the Real Property may be converted to a cooperative or condominium without Lender's prior written consent, which consent may be withheld in Lender's sole and absolute discretion. Bristol II at So1,1thport, Renton, Washlngton AEGON Loan No. 89459 · Deed ofTrust Seanto-3423660.4 0027988-00543 •ll• 20080707001033.022 6.10 LEGAL REQUJREMENTS The Borrower shall maintain in full force and effect all governmental approvals and licenses required for the conduct of the Borrower's business and for the maintenance and operation of the Real Property in compliance with applicable law, and shall comply with all Legal Requirements relating to the Real Property at all times. 6.11 CONTRACTS AND FRANCHISES The Borrower shall maintain in force all contracts and franchises necessary for the conduct of the Borrower's business and for the operation of the Real Property in accordance with good commercial practice. 6.12 COVENANTS REGARDING CERTAIN 111LE MATTERS The Borrower shall promptly pay, perform and observe all of its obligations under the Easements included within the Appurtenances or under reciprocal easement agreements, operating agreements, declarations, and restrictive covenants included in the Permitted Encumbrances, shall not modify or consent to the termination of any of them without the prior written consent of the Lender, shall promptly furnish the Lender with copies of all notices of default under them, and shall cause all covenants and conditions under them and benefiting the Real Property to be fully performed and observed, subject to Borrower's right to protest same as provided in Section 12 below. 6.13 INDEPENDENCE OF THE REAL PROPER1Y The Borrower shall maintain the independence of the Real Property from other land and improvements not included within or located on the Land. In fulfilling this covenant, the Borrower shall neither take any action which would make it necessary to own or control any property other than the Real Property in order to meet the obligations of the landlord under any Lease, or in order to comply with the Legal Requirements, nor take any action which would cause any land or improvements other than the Land and the Improvements to rely upon the Land or the Improvements for those purposes. 6.14 COMPLETELOTSANDTAXPARCELS The Borrower shall take no action that would result in the inclusion of any portion of the Land in a tax parcel or subdivision Jot that is not entirely included within the Land. 6. 15 COMMERCIAL PROPER1Y The Real Property shall be operated commercially as a mixed-use retail, office and residential apartment complex, rather than for personal, family or household purposes. 6.16 NOAGRICULTURALUSES The Real Property shall not be used principally for agricultural or fanning purposes. Bristol n at Southport,. Renton. Washington AEGON Loan No. 89459 . Deed of Trust Seattle--3423660.4 0027988-00543 ·'-2· 20080707001033.023 6.17 PERFORMANCE UNDERDEVELOPMENT AGREEMENTS The Borrower shall fully, timely and completely perform all of the obligations of the owner of the Real Property due under the Development Agreements and shall cause no default under any of the Development Agreements. 6.18 W AIYER OF LIEN RIGHTS Each entity comprising Borrower waives all lien rights against the Property and subordinates the rights to any payments, reimbursements, contributions, and indemnities with respect to any amounts currently or hereafter owed by any other entity comprising Borrower to the rights of the Lender under the Loan Documents. 6.19 WAIVEROFR!GHTTOPARTITION Each entity comprising Borrower irrevocably waives and covenants with Lender not to pursue any partition of the Property or any portion or proceeds thereof so long as any portion of the Loan remains outstanding. 6.20 STATUS OF CERTAIN nn.EMATIERS The Borrower shall not take or fail to take any action with respect to the Easements included within the Appurtenances or the reciprocal easement agreements, operating agreements, declarations, and restrictive covenants included in the Permitted Encumbrances if, as the result of such an action or failure, the subject Easement or other title matter would (a) be rendered invalid or without force or effect, (b) be amended or supplemented without the consent of the Lender, (c) be placed in default or alleged default, (d) result in any lien against the Real Property, or (e) give rise to any assessment against the Real Property, unless immediately paid in full. 6.21 RESTORATION UPON CASUALlY OR CONDEMNATION If a casualty or condemnation occurs, the Borrower shall promptly commence and diligently complete the Restoration of the Real Property, provided the related Insurance Proceeds or Condemnation Proceeds held by the Lender are available for Restoration under the terms of Sections 8.4 and 8.5. 6.22 PERFORMANCE OF LANDLORD OBLIGATIONS The Borrower shall perform its obligations as landlord under the Leases, shall cause the apartment units located on the Real Property to be professionally leased and managed in a manner that is consistent with good commercial practice for institutional owners of first-class multifamily apartment projects, and shall neither take any action, nor fail to take any action, if the action or failure would be inconsistent with the commercially reasonable management of the Real Property for the purpose of enhancing its long-term performance and value. Bristol JI al Southport, Renton, Washington AEGON Loan No. 894.59 • Deed of Trust Seattlo-3423o60.4 002798&-00543 -23- 20080707001033.024 6.23 FINANCIAL REPORTS AND OPERATING STATEMENTS (a} Maintenance of Books and Records During the tenn of the Loan, the Borrower shall maintain complete and accurate accounting and operational records, including copies of all Leases and other material written contracts relating to the Real Property, copies of all tax statements, and evidence to support the payment of all material property- related expenses. (b) Delivery of Financial and Property-Related Jriformation Within one hundred twenty (I 20) days after the end of each of its fiscal years, or, if a Default exists, on demand by the Lender, the Borrower shall deliver to the Lender (A) copies of the financial statements of the Borrower, including balance sheets and earnings statements, (B) a complete and accurate operating statement for the Real Property, and (C) a complete rent roll, all in fonn satisfactory to the Lender. The rent roll must be certified by the Borrower to be true and correct and must include each tenant's name, premises, square footage occupied and leased, rent, lease expiration date, renewal options and related rental rates, delinquencies, vacancies, other income, expenses, and the existence of any wisatisfied landlord obligations, e.g. in respect of free rent periods, wifinished tenant improvements or other !easing costs. If the Borrower fails to deliver the items required in this Subsection, the Lender may engage an accounting fum to prepare the required items. The Borrower shall cooperate fully with any investigative audit required to permit the accowiting finn to produce these items, and the fees and expenses incurred in connection with their preparation shall be paid on demand by the Borrower. (c) Effect of Failure to Deliver Financial and Property Reports If no Default exists and the Borrower fails to provide the financial and property reports required under this Section, or the Carveout Obliger fails to provide its financial statements as required under the Carveout Guaranty and Indemnity, within one hundred twenty (120) days of the close of any fiscal year, the Lender will provide a Notice of this failure and a thirty (30)-day opportunity to cure before a Default shall exist. All monthly payments of principal and interest under the Note that become due after this cure period has elapsed but before the reports are received by the Lender must be accompanied by a fee of .000834 times the principal balance of the Loan at the beginning of the previous month, regardless of whether the Notice has asserted that the failure constitutes a Default under this Deed of Trust. This fee is to compensate the Lender for (A) the increased risk resulting from the Lender's inability to monitor and service the Loan using up-to-date information, and (B) the reduced value and liquidity of the Loan as a financial asset. (d} Certification of Jrifonnation The financial and operating statements provided under this Subsection need not, as an initial matter, be certified by an independent certified public Bristol B at Southport, Renton. Washington AEGON Loon No. 89459 • Deed of Trust S<attlo-3423660.4 00279811-00543 .24- 20080707001033.025 accountant as having been prepared in accordance with generally accepted accounting principles, consistently applied, or, in the case offinancial statements prepared on a cash or income tax basis, or of operating statements, as not materially misleading based on an audit conducted in accordance with generally accepted auditing standards. The Borrower shall, however certify that such statements are true and correct, and the Lender expressly reserves the right to require such a certification by an independent certified public accountant if a Default exists or if the Lender has reason to believe that any previously provided financial or operating statement is misleading in any material respect. 6.24 EsTOPPEL STATEMENTS Upon request by the Lender, the Borrower shall, within ten ( 10) Business Days of Notice of the request, furnish to the Lender or to whom it may direct, a written statement acknowledging the amount of the Indebtedness and disclosing whether any offsets or defenses exist against the Indebtedness. Thereafter, the Borrower shall be estopped from asserting any other offsets or defenses, which were known to Borrower upon execution of the estoppel, and alleged to have arisen as of the date of the statement. 6.25 USE OF LOAN PROCEEDS The Loan proceeds shall be used solely for commercial purposes. 6.26 PROIBB!TION ON CUTOFF NOTICES The Borrower shall not issue any Notice to the Lender to the effect that liens on the Real Property after !he date of the Notice will enjoy priority over the lien of this Deed of Trust. 6.27 PROIBBITED PERSON COMPLIANCE Borrower warrants, represents and covenants that neither Borrower nor any Obligor nor any of their respective affiliated entitles is or will be an entity or person (i) that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order 13224 issued on September 24, 2001 ("E013224"), (ii) whose name appears on the United States Treasury Department's Office of Foreign Assets Control ("OFAC") most current list of"Specifically Designated National and Blocked Persons" (which list may be published from time to time in various mediums including, but not limited to, the OFAC website, http:www.treas.gov/ofac/tl l sdn.pdf), (iii) who commits, threatens to commit or supports "terrorism", as that tennis defined in £013224, or (iv) who is otherwise affiliated with any entity or person listed above (any and all parties or persons described in subparts [i) -[iv] above are herein referred to as a "Prohibited Person"). Borrower covenants and agrees that neither Borrower, nor any Obligor nor any of their respective affiliated entities will (i) conduct any business, nor engage in any transaction or dealing, with any Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services to Bristol n at Southport, Rcaton, Washington AEGON Loan No. 89459 · Deed of Trust Seattlo-3423660.4 0027988-00543 -2S· 20080707001033.026 or for the benefit of a Prohibited Person, or (ii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in EOl3224. Borrower further covenants and agrees to deliver (from time to time) to Lender any such certification or other evidence as may be requested by Lender in its sole and absolute discretion, confirming that (i) neither Borrower nor any Obligor is a Prohibited Person, and (ii) neither Borrower nor any Obligor has engaged in any business, transaction or dealings with a Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person. 6.28 NO TENANCY IN COMMON AMENDMENT Borrower covenants with Lender that (a) the Tenancy in Common Agreement shall not be tenninated or amended in any respect without Lender's prior written consent in each instance, which consent shall not be unreasonably withheld so long as such revisions are consistent with this Deed of Trust, and (b) the appointment of Michael Christ to act on behalf of Borrower shall not be withdrawn or modified unless such person is replaced by another single representative of each tenant in common comprising Borrower and Lender is given at least thirty (30) days' advance written notice thereof and of such person's address for notices. 7. INSURANCE REQUIREMENTS At all times until the Indebtedness is paid in full, the Borrower shall maintain insurance coverage and administer insurance claims in compliance with this Section. 7.1 REQUIRED COVERAGES (a) Open Perils/Special Form/Special Perils Property The Borrower shall maintain "Open Perils," "Special Fonn," or "Special Perils" property insurance coverage in an amount not less than one hundred percent {I 00%) of the replacement cost of all insurable elements of the Real Property and of all tangible Personal Property, with coinsurance waived, or if a coinsurance clause is in effect, with an agreed amount endorsement acceptable to the Lender. Coverage shall extend to the Real Property and to all tangible Personal Property. (b) Broad Form Boiler and Machinery Jf any boiler or other machinery is located on or about the Real Property, the Borrower shall maintain broad forrn boiler and machinery coverage, including a forrn of business income coverage. (c) Flood If the Real Property is located in a special flood hazard area (that is, an area within the JOO-year floodplain) according to the most current flood insurance rate map issued by the Federal Emergency Management Agency and if flood Bristol II at SouthpOrt, Renton, Washington AEGON Loan No. 89459 • Deed of Trust Seattle-3423660.4 0021988-0QS43 -26- 20080707001033.027 insurance is available, the Borrower shall maintain flood insurance coverage on all insurable elements of Real Property and of all tangible Personal Property. (d) Business Interruption The Borrower shall maintain a form of business income coverage in the amount of eighty percent (80%) of one year's business income from the Property. (e) Comprehensive/General Liability The Borrower shall maintain commercial general liability coverage (which may be in the form ofumbrella/excess liability insurance) with a One Million Dollar ($1,000,000) combined single limit per occurrence and a minimum aggregate limit of Two Million Dollars ($2,000,000). (j) Liquor Liability The Borrower shall maintain liquor liability coverage, if applicable law may impose liability on those selling, serving, or giving alcoholic beverages to others and if such beverages will be sold, served or given on the Real Property by the Borrower. (g) Elective Coverages The Lender may require additional coverages appropriate to the property type and site location. Additional coverages may include earthquake, windstorm, mine subsidence, sinkhole, personal property, supplemental liability, or coverages of other property-specific risks. (h) Waiver of Earthquake Coverage Requirement The Lender agrees that no earthquake coverage shall be required unless AEGON reasonably determines that a material risk exists that a significant earthquake may occur and result in a "probable maximum loss" due to earthquake in excess of twenty-five percent (25%) of the value of the Real Property. Any such determination shall be conclusively presumed to be reasonable if(A) the Real Property is located in Seismic Zone JV or its equivalent, or (B) the Real Property is located in Seismic Zone III or its equivalent, the Improvements were not constructed in accordance with substantially modem standards for minimizing the effect of earthquake, and the peak ground acceleration at the site exceeds 0.25g. If such a requirement is imposed, the Borrower may at its expense obtain a study, prepared by a consultant approved in advance by the Lender, opining that the probable maximum loss in the event of an earthquake would be less than twenty-five percent (25%) of the value of the Real Property. If such a study is obtained, the Lender will waive its requirement. 7.2 PRIMARY COVERAGE Each coverage required under this Section shall be primary rather than contributing or secondary to the coverage Borrower may carry for other properties or risks, provided, Bristol II at Southport,. Renton, Washington AEGON Loan No. 89459 -Deed of Trust Seattle-3423660.4 0027988-00543 -27• 20080707001033.028 however, that blanket coverage shall be acceptable if(a) the policy includes limits by property location, and (b) the Lender determines, in the exercise of its sole and absolute discretion, that the amount of such coverage is sufficient in light of the other risks and properties insured under the blanket policy. 7.3 How IBE LENDER SHALL BE NAMED On all property insurance policies and coverages required under this Section (tncluding coverage against loss of business income), the Lender must be named as "first mortgagee" under a standard mortgagee clause. On all liability policies and coverages, the Lender must be named as an "additional insured." The Lender shall be referred to verbatim as follows: "Monumental Life Insurance Company and its successors, assigns, and affiliates; as their interest may appear; c/o AEGON USA Realty Advisors, Inc.; Mortgage Loan Dept.; 4333 Edgewood Rd., NE; Cedar Rapids, Iowa 52499-5443." 7.4 RAUNG Each insurance carrier providing insurance required under this Section must have, independently of its parent's or any reinsurer's rating, a General Policyholder Rating of A, and a Financial Rating of X or better, as reported in the most current issue of Best's Insurance Guide, or as reported by Best on its internet web site, 7.5 DEDUCTIBLE The maximum deductible on each required coverage or policy is One Hundred Thousand Dollars ($100,000). 7.6 NOTICES, CHANGES AND RENEWALS All policies must require the insurance carrier 1o give the Lender a minimum of ten (I 0) days' notice in the event of modification, cancellation or termination for nonpayment of premium and a minimum of thirty (30) days' notice ofnonrenewal. The Borrower shall report to the Lender immediately any facts known to the Borrower that may adversely affect the appropriateness or enforceability. of any insurance contract, including, without limitation, changes in the ownership or occupancy of the Real Property, any hazard to the Real Property and any matters that may give rise to any claim. Prior to expiration of any policy required under this Section, the Borrower shall provide either (a) an original or certified copy of the renewed policy, or (b) a "binder," an Acord 28 (real property), Acord 27 (personal property) or Acord 25 (liability) certificate, or another document satisfactory to the Lender conferring on the Lender the rights and privileges of mortgagee. If the Borrower meets the foregoing requirement under clause (b), the Borrower shall supply an original or certified copy of the original policy within ninety (90) days. All binders, certificates, documents, and original or certified copies of policies must name the Borrower as a named insured or as an additional insured, must include the complete and accurate property address and must bear the original signature of the issuing insurance agent. Bristol II at Southport. Renton,. Washington AEOON Loan No. 89459 -Deo:I of Trust Seattlc-3423660.4 0027988.00543 -28- 20080707001033.029 7.7 UNEARNED PREMIUMS If this Deed of Trust is foreclosed, the Lender may at its discretion cancel any of the insurance policies required under this Section and apply any unearned premiums to the Indebtedness. 7. 8 FORCED PLACEMENT OF INSURANCE If the Borrower fails to comply with the requirements of this Section, the Lender may, at its discretion, procure any required insurance. Acy premiums paid for such insurance, or the allocable portion of any premium paid by the Lender under a blanket policy for such insurance, shall be a demand obligation under this Deed of Trust, and any unearned premiums under such insurance shall comprise Insurance Proceeds and therefore a portion of the Property. 8. INSURANCE AND CONDEMNATION PROCEEDS 8. I PRoVISIONS OF APPROVED KEY LEASES TO GOVERN The Lender agrees to permit the use oflnsurance Proceeds and Condemnation Proceeds by the Borrower to meet its obligations as landlord under any Key Lease approved by the Lender at the time of the origination of the Loan or during the Loan term to effect the Restoration of the premises, provided (a) no Default exists, (b) the Lender may hold the Insurance Proceeds or Condemnation Proceeds and condition their disbursement as described in Subsections 8.5 and 8.7, and (c) the tenant under the related Key Lease confinns to the Lender in writing that it is committed to pay full Rent following the completion of the Restoration. The remaining provisions of this Section shall apply to the extent that they are consistent with the terms of an approved Key Lease. 8.2 ADJUSTMENT AND COMPROMISE OF CIAIMS AND AWARDS The Borrower may settle any insurance claim or condemnation proceeding if the effect of the casualty or the condemnation may be remedied for One Hundred Thousand Dollars ($100,000) or less. If a greater sum is required, the Borrower may not settle any such claim or proceeding without the advance written consent of the Lender. If a Default exists, the Borrower may not settle any insurance claim or condemnation proceeding without the advance written consent of the Lender. 8.3 DIRECT PAYMENT TO TIIE LENDER OF PROCEEDS If the Insurance Proceeds received in connection with a casualty or the Condemnation Proceeds received in respect of a condemnation exceed One Hundred Thousand Dollars ($100,000), or if there is a Default, then such proceeds shall be paid directly to the Lender. The Lender shall have the right to endorse instruments which evidence proceeds that it is entitled to receive directly. Bristol ll at Southport,. Renton, Washington AEGON Loan No. 89459. Deeo of Trust Seatt\ .. 3423660.4 0027988-00543 -29- 20080707001033.030 8.4 AV AlLABILITY TO 1HE BORROWER OF PROCEEDS The Borrower shall have the right to use the Insurance Proceeds or the Condemnation Proceeds to carry out the Restoration of the Real Property, if the amount received is less than One Million Two Hundred Forty Thousand Dollars ($1,240,000), suQject to the conditions set forth in Subsections 8.5, 8.6, and 8.7 of this Section. Jfthe amount received in respect of a casualty or condemnation equals or exceeds One Million Two Hundred Forty Thousand Dollars ($1,240,000), and if the Loan-to-Value ratio of the Property on completion will be sixty percent (60%) or less, as determined by the Lender in its discretion based on its estimate of the market value of the Real Property, the Lender shall receive such Insurance Proceeds or Condemnation Proceeds directly and hold them in a fund for Restoration subject to the conditions set forth in Subsections 8.5, 8.6, and 8.7 of this Section. If the Lender's estimate of the market value of the Real Property implies a Loan-to-Value ratio of over sixty percent (60%), and the Borrower disagrees with the Lender's estimate, the Borrower may require that the Lender engage an independent appraiser (the "Fee Appraiser") to prepare and submit to AEGON a full narrative appraisal report estimating the market value of the Real Property. The Fee Appraiser shall be certified in Washington and shall be a member of a national appraisal organization that has adopted the Uniform Standards of Professional Appraisal Practice (USPAP) established by the Appraisal Standards Board of the Appraisal Foundation. The Fee Appraiser will be required to use assumptions and limiting conditions established by the Lender in its reasonable discretion and to prepare the appraisal in conformity with the Lender's Appraisal · Guidelines. For purposes of this Section, the independent appraiser's value conclusion shall be binding on both the Lender and the Borrower. The Borrower shall have the right to make a prepayment of the Loan, without premium, sufficient to achieve this Loan-to-Value ratio. The independent fee appraisal shall be at the Borrower's expense, and the Borrower shall pay to the Lender an administrative fee of Two Thousand Five Hundred Dollars ($2,500) in connection with its review. The Lender may require that the Borrower deposit Ten Thousand Dollars($ l 0,000) with the Lender as security for these expenses or may pay the fee appraiser's and administrative fees from the proceeds at its sole discretion. Unless the Borrower has the right to use the Insurance Proceeds or the Condemnation Proceeds under the foregoing paragraphs, the Lender may, in its sole and absolute discretion, either apply them to the Loan balance or disburse them for the purposes of repair and reconstruction, or to remedy the effects of the condemnation. No prepayment premium will be charged on Insurance Proceeds or Condemnation Proceeds applied to reduce the principal balance of the Loan. 8.5 CONDITIONS TO AV A!LAB!UfY OF PROCEEDS The Lender shall have no obligation to release Insurance Proceeds or Condemnation Proceeds to the Borrower, and may hold such amounts as additional security for the Loan, if (a) a Defuult exists, (b) the Lender has delivered to the Borrower Notice of any act, omission or circumstance that wiJJ, if uncured, become a Default, and the Bristol TI a1 Southport, Renton, Washington AEGON L<>an No. 89459. D«d of Tru,t Seattle-3423660 .4 002798.8-0054 3 -30- 20080707001033.031 required cure has not been effected, or ( c) if the Insurance Proceeds or Condemnation Proceeds received by the Lender and any other funds deposited by the Borrower with the Lender are insufficient, as determined by the Lender in its reasonable discretion, to complete the Restoration. If a Default exists, the Lender may at its sole and absolute discretion apply such Insurance Proceeds and Condemnation Proceeds to 1he full or partial cure of the Default. 8.6 GROSS Up OF RESTORATION FUND; PERMITTED MEzZANINE FINANCING If the Lender detennines that the Insurance Proceeds or Condemnation Proceeds received in respect of a casualty or a condemnation, as the case may be, would be insufficient to pennit the Borrower to effect the Restoration, then the Borrower shall deposit in the Restoration Fund such additional funds as the Lender detennines are necessary to effect the Restoration. The Lender agrees to permit the Borrower to secure mezzanine financing in order to meet its obligation under this Subsection. The mezzanine loan may be secured by a pledge of interests in the Borrower, subject to an inter-creditor agreement on market terms for securitized loans. 8.7 DRAWREQUIREMENTS The Borrower's right to receive Insurance Proceeds and Condemnation Proceeds held by the Lender under this Section shall be conditioned on the Lender's approval of plans and specifications for the Restoration. Each draw (other than the final draw) shall be in the minimum amount of $50,000. Draw requests shall be accompanied by customary evidence of construction completion, and by endorsements to the Lender's mortgagee title insurance coverage insuring the absence of construction, mechanics' or materialmen's liens. Draws based on partial completion of the Restoration shall be subject to a ten percent (10%) holdback. All transactional expenses shall be paid by the Borrower. 9. ESCROW FUND The Borrower shall pay the Monthly Escrow Payment on the first (1st) day of every month, commencing with the month in which the firstregularpayment of principal and interest is due. The Lender shall hold Monthly Escrow Payments in a non-interest-bearing fund from which the Lender will pay on a timely basis those Escrow Expenses that the Lender has anticipated will become payable on a regular basis during the Loan's term, and on which the Lender has based its detennination of1he Monthly Imposition Requirement, the Monthly Insurance Premium Requirement and the Monthly Reserve Requirement. The Escrow Fund will be maintained as an accounting entry in the Lender's general account, where it may be commingled with the Lender's other funds. The Lender may reanalyze the projected Escrow Expenses from time to time and shall advise the Borrower of any change in the amount of the Monthly Escrow Payment. Upon the foreclosure of this Deed of Trust, the delivery of a deed in lieu offoreclosure, or the payoff of the Loan, the Lender shall apply amounts in the Escrow Fund, net of accrued Escrow Expenses, to the Indebtedness. The Lender shall remit any amounts in excess of the Indebtedness to the Borrower. Brislol II Rl Southport, Renton, Washingto.n AEGON Loon No. 89459-De«! of Trust Seattle-3423660.4 0027988-00543 .JJ- 20080707001033.032 10. DEFAULT 10.1 PAYMENTDEFAULTS A "Default" shall exist without Notice upon the occurrence of any of the following events: (a) Scheduled Payments The Borrower's failure to pay, or to cause to be paid, (i) any regular monthly payment of principal and interest under the Note, together with any required Monthly Escrow Payment, on or before the tenth (10th) day of the month in which it is due or (ii) any other scheduled payment under the Note, this Deed of Trust or any other Loan Document. (b) Payment at Maturity The Borrower's failure to pay, or to cause to be paid, the Indebtedness when the Loan matures by acceleration under Section 16, because ofa transfer or encumbrance under Section 13, or by lapse of time. (c) Demand Obligations The Borrower's failure to pay, or to cause to be paid, within five (5) Business Days of the Lender's demand, any other amount required under the Note, this Deed of Trust or any of the other Loan Documents. 10.2 INCURABLE NON-MONETARY DEFAULT A Default shall exist upon any of the following (each of which is an "Incurable Non- Monetary Default"): (a) Material Untruth or Misrepresentation The Lender's discovery that any representation made by the Borrower in any Loan Document was materially untrue or misleading when made, if the misrepresentation either was intentional or is not capable of being cured as described iu Subsection I0.3(a) below. (b) Due on Sale or Encumbrance The occurrence of any sale, conveyance, transfer or vesting that would result in the Loan becoming immediately due and payable at the Lender's option under Section 13. (a) Voluntary Bankruptcy Filing The filing by either entity comprising Borrower or the Guarantor of a petition in bankruptcy or for relief from creditors or a filing of either entity comprising Borrower against the other under any present or future law that affords general protection from creditors. ( d) Insolvency The failure of the Borrower generally to pay its debts as they become due, its admission in writing to an inability so to pay its debts, the making by the Bristol ll at Southport,. Renton, Washingt.On AEGON Loan No. 89459 · Deed of Trust Seattle-3423660.4 0027'!88.00S43 .32. Borrower of a general assignment for the benefit of creditors, or a judicial detennination that the Borrower is insolvent. (e) Receivership The appointment ofa receiver or trustee to take possession of any of the assets of the Borrower. (j) Levy or Attachment The taking or seizure of any material portion of the Property under levy of execution or attachment. (g) Lien 20080707001033. 033 The filing against the Real Property of any lien or claim of lien for the perfonnance of work or the supply of materials, or the filing of any federal, state or local tax lien against the Borrower, or against the Real Property, unless the Borrower promptly complies with Section 12 of this Deed of Trust. (h) Def(IU/ts under other Loan Documents The existence of any default under any other Loan Document, provided any required Notice of such default has been given and any applicable cure period has expired. (,) Dissolution or Liquidation Either Borrower shall initiate or suffer the commencement of a proceeding for its <lissolution or liquidation, and such proceeding shall not be dismissed within thirty (30) days, or the Borrower shall cease to exist as a legal entity (unless resulting in a Permitted Transfer). 10.3 CURABLE NON-MONETARY DEFAULT A Default shall exist, following the cure periods specified below, under the following circumstances: (a) Unintentional Misrepresentations that are Capable of Being Cwed A "Default" shall exist, with Notice, if the Lender discovers that the Borrower has unintentionally made any material misrepresentation that is capable of being cured, unless the Borrower promptly commences and diligently pursues a cure of the misrepresentation approved by the Lender, and completes the cure within thirty (30) days. Any such cure shall place the Lender in the risk position that would have existed bad the false representation been true when made. (b) Involuntary Bankruptcy or Similar Filing Either Borrower or the Guarantor becomes the subject of any petition or action seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief, or that may result in a composition of its debts, Bristol ll at Southport, Renton, Washington AEGON Loan No. 894S9 • Deed of Trust Seattt .. 3423660.4 0027988.00543 .33. 20080707001033.034 provide for the marshaling of such Borrower's or the Guarantor's assets for the satisfaction of its debts, or result in the judicially ordered sale of the Borrower's or the Guarantor's assets for the purpose of satisfying its obligations to creditors, unless a motion for the dismissal of the petition or other action is filed within ten (10) days and results in its dismissal within sixty (60) days of the filing of the petition or other action. (c) Entry of a Material Judgment Any judgment is entered against either Borrower or any other Obligor, and the judgment may materially and adversely affect the value, use or operation of the Real Property, unless the judgment is satisfied within ten (10) business days. (d) Other Defaults Either Borrower fails to observe any promise or covenant made in this Deed of Trust, unless the failure results in a Default described elsewhere in this Section 13, provided the Lender delivers written Notice to the Borrower of the existence of such an act, omission or circumstance, and that such an act, omission or circumstance shall constitute a Default under the Loan Documents unless the Borrower promptly initiates an effort to cure the potential Default, pursues the cure diligently and continuously, and succeeds in effecting the cure within one hundred twenty (120) days of its receipt of Notice. The Lender shall afford the Borrower an additional period of one hundred twenty (120) days in cases where construction or repair is needed to cure the potential Default, and the cure cannot be completed within the first one hundred twenty (120) day cure period. During the cure period, the Borrower has the obligation to provide on demand satisfactory documentation of its effort to cure, and, upon completion, evidence that the cure has been achieved. All notice and cure periods provided in this Deed of Trust shall run concurrently with any notice or cure periods provided by law and in any of the other Loan Documents. 11. RIGBTTOCURE The Lender shall have the right to cure any Default. The expenses of doing so shall be part of the Indebtedness, and the Borrower shall pay them to the Lender on demand. 12. CONTEST RIGHTS The Borrower may secure the right to contest Impositions and construction, mechanics' or materialmen's liens, through appropriate proceedings conducted in good faith, by either {A) depositing with the Lender an amount equal to one hundred twenty-five percent (125%) of the amount oftbe Imposition or the lien, or (B) obtaining and maintaining in effect a bond issued by a surety acceptable to the Lender, in an amount equal to the greater of (i) the amount of a required deposit under clause (A) above, and (ii) the amount required by the surety or by the Bristol 11 at Southport, Renton. Washington AEGON L<tan No. 89459 . Dm::I of Trust Scattle-.3423660.4 002798&-00543 r 20080707001033.036 court in order to obtain a court order staying the foreclosure of the lien pending resolution of the dispute, and releasing the lien of record. The proceeds of such a bond must be payable directly to the Lender. The surety issuing such a bond must be acceptable to the Lender in its reasonable discretion. After such a deposit is made or bond issued, the Borrower shall promptly commence the contest of the lien and continuously pursue that contest in good faith and with reasonable diligence. If the contest of the related Imposition or lien is unsuccessful, any deposits or bond proceeds shall be used to pay the Imposition or to satisfy the obligation from which the lien has arisen. Any surplus shall be refunded to the Borrower. 13. DUE ON TRANSFER OR ENCUMBRANCE Upon the sale or transfer of any portion of the Real Property, the commencement of any action for the partition of the Real Property, or any other conveyance, transfer or vesting of any direct or indirect interest in the Borrower or the Property, including (i) the direct or indirect tranSfer of, or the granting of a security interest in, the ownership of the Borrower, (ii) any encumbrance (other than a Permitted Encumbrance) of the Real Property (unless the Borrower contests the encumbrance in compliance with Section 12). (iii) the lease, license or granting of any security interest in the Personal Property, and (iv) any partition or the commencement of any action for the partition of the Property, the Indebtedness shall, at the Lender's option, become immediately due and payable upon Notice to the Borrower, unless the sale, conveyance, transfer or vesting is a Permitted Transfer or is permitted by Section 8.6. 14. DUE ON SALE EXCEPTIONS The following transfers and encumbrances shall constitute Permitted Transfers: 14.I PERMITIED TRANSFER TO AN APPROVED PURCHASER Each entity comprising Borrower shall have the right, on one occasion during the term of the Loan, to sell or transfer its entire interest in the Property to a third party in a transaction approved by the Lender. Such a transfer may occur separately or in connection with a transfer of both tenancy in common interests to a single transferee. The Lender agrees that any such a transfer shall be a Permitted Transfer if the following conditions are satisfied: (a) No Default No Default shall exist, and no act, omission or circumstance shall exist which, if uncured following Notice and the passage oftime, would become a Default. (b) Request and Supporting Materials The Lender shall receive a written request for its approval at least ninety (90) days before the proposed tranSfer. The request shall specify the identity of the proposed transferee and the purchase price and other terms of the transaction, shall include a copy of the proposed contract of sale, and shall be Bristol II at Southport, :Renton, Washington AEGON Loan No. 89459 • Dee<I of Trust Seatue-3423660.4 0027988-00543 -35- accompanied by the financial statements. tax returns, and organizational documents of the proposed transferee and its principals. (c) Criteria to be Considered 20080707001033.036 The ownership structure, financial strength, credit history and demonstrated property management expertise of the proposed transferee and its principals shall be satisfactory to the Lender in its sole discretion. The Lender expressly reserves the right to withhold its approval of the proposed transfer if the proposed transferee or any of its principals is or has been the subject of any bankruptcy, insolvency, or similar proceeding. (ti) Assumption Agreement Under the terms of the proposed transfer, the proposed transferee shall assume the Loan, without modification, under the terms of an assumption agreement and additional documentation satisfactory to the Lender in form and substance. Under the assumption agreement, the transferee shall provide a representation as to the purchase price paid for the Real Property. The Lender shall have the right to require modification of the Loan Documents to address any change in the Property's ownership structure. (e) Liability for Carveout Obligations Under the terms of the assumption agreement and additional documentation, the Borrower shall be released from liability for accrued Carveout Obligations provided one or more individuals or entities satisfactory to Lender assume such liability at the time of the assumption of the Loan. Otherwise, liability for Carveout Obligations arising after the date of the transfer and assumption shall be assumed by the transferee or by other individuals or entities satisfactory to the Lender, and liability for the Carveout Obligations arising before or in connection with the transfer shall be retained by those liable for them before the transfer and assumption. (j) Payment Guarantee Under the tenns of the assumption agreement and additional documentation, liability under the Payment Guarantee, if then in effect, shall be assumed by the proposed transferee and its principals and the Guarantor shall be released from liability under the Payment Guarantee provided the assuming guarantor(s) have been approved by Lender. (g) Title lnswance Endorsement The Borrower shall agree to provide an endorsement to the Lender's mortgagee title insurance policy, insuring the continued validity and priority of this Deed of Trust following the assumption. (h) Assumption Fee The Lender shall receive an assumption fee ofone percent (1%) of the Allocated Outstanding Loan Balance, and the transferring tenant in common shall agree to reimburse the Lender's out-of-pocket expenses incurred in Btistol II at Southpon, Renton, Washington AEGON Loan No. 89459 4 Deed of Trust Seattle-3423660.4 0027988.QOS43 -36- 20080707001033.037 connection with the proposed transfer, including title updates and endorsement charges, recording fees, any applicable taxes and attorneys' fees, regardless of whether the transfer is consummated. For purposes of this Section 14.l(h), the "Allocated Outstanding Loan Balance" is the product of (i) the then outstanding balance of the Loan and (ii) the fractional interest in the Property being purchased by the proposed transferee. 14.2 PERMITIED TRANSFER OF CERTAIN PASSIVE INTERESTS Any transfer of(a) direct or indirect interests in either entity comprising Borrower, or (b) JS LAND' s interest in the Real Property to Southport that meets the requirements of this Section (a "Qualified Passive Interest Transfer'') shall be a Permitted Transfer, and no transfer fee, assumption fee, processing fee or document review fee shall be charged in connection with the transfer. The requirements are the following: (a) The transferring entity shall deliver advance notice of the proposed transfer, together with evidence reasonably satisfactory to the Lender that the proposed transfer would meet the requirements of this Section. Such evidence shall include a narrative description and detailed pre-and post-transferorganil'111ional charts of such entity. (b) No Default shall exist at the time of the transfer. (c) The proposed transfer shall not result in any violation of the covenants of the Loan Documents relating to the management of the Real Property and Legal Control of the Borrower. ( d) Any Carveout Obligor that is not a natural person shall, after the transfer, remain an Affiliate of the Permitted Control Group Members who will exercise Legal Control of the Borrower after the transfer. 14.3 ESTATEP!.ANNJNGTRANSFERS A transfer for estate planning purposes of direct or indirect interests in either entity comprising Borrower to a trust for the benefit of Permitted Control Group Members or members of their immediate families shall be permitted, if the transfer does not result in a change of Legal Control or management control of the Real Property, does not reduce the assets at risk with respect to the Carveout Obligations to less than the Net Worth Requirement, and does not change the identity or capacity of any controlling entity in the ownership structure. 14.4 TRANSACTION COSTS The Borrower shall pay all out-of-pocket expenses incurred by the Lender in the review and processing of a proposed or completed Permitted Transfer, regardless of whether the Permitted Transfer is carried out. Bristol lI at Southport. Renton, Washington AEGON Loan No. 89459. Deoo of Trust ScattJe.3423660.4 0027988.00543 .37. 20080707001033.038 15. NOTICE OF ABSOLUTE ASSIGNMENT OF LEASES AND RENTS Under the Absolute Assignment of Leases and Rents, the Borrower has assigned to the Lender, and to its successors and assigns, all of the Borrower's right and title to, and interest in, the Leases, including all rights under the Leases and all benefits to be derived from them. The rights assigned include all authority of the Borrower to modify or terminate Leases, or to exercise any remedies, and the benefits assigned include all Rents. This assignment is present and absolute and includes all rights conferred by RCW 7.28.230 and related Jaws, statutes and cases, as amended, but under the terms of the Absolute Assignment of Leases and Rents, the Lender has granted the Borrower a conditional license to collect and use the Rents, and to exercise the rights assigned, in a manner consistent with the Obligations, all as more particularly set forth in the Absolute Assignment of Leases and Rents. The Lender may, however, terminate the license by written Notice to the Borrower on certain conditions set forth in the Absolute Assignment of Leases and Rents. 16. ACCELERATION If a Default exists, the Lender may, at its option, declare the unpaid principal balance of the Note to be immediately due and payable, together with all accrued interest on the Indebtedness, all costs of collection (including reasonable attorneys' fees and expenses) and all other charges due and payable by the Borrower under the Note or any other Loan Document lfthe subject Default has arisen from a failure by the Borrower to make a regular monthly payment of principal and interest, the Lender shall not accelerate the Indebtedness unless the Lender shall have given the Borrower at least three (3) Business Days' advance Notice of its intent to do so. lfthe subject Default is curable and non-monetary in nature, the Lender shall exercise its option to accelerate only by giving Notice of acceleration to the Borrower. The Lender shall not give any such Notice of acceleration until (a) the Borrower has been given any required Notice of the prospective Default, and (b) any applicable cure period has expired. Except as expressly described in this Section, no notice of acceleration shall be required in order for the Lender to exercise its option to accelerate the Indebtedness in the event of Default. 17. RIGHTS OF ENTRY AND TO OPERATE 17. l ENTRY ON REAL PROPERTY If a Default exists, the Lender may, to the extent permitted by law, enter upon the Real Property and take exclusive possession of the Real Property and of all books, records and accounts, all without Notice and without being guilty of trespass, but subject to the rights of tenants in possession under the Leases. If the Borrower remains in possession of all or any part of the Property after Default and without the Lender's Bristol n at Southport, Renton, Washington AEGON Loan No. 89459 -Deed of Trust s .. 111,-3423660.• 0021988-00543 -38- prior written consent, the Lender may, without Notice to the Borrower, invoke any and all legal remedies to dispossess the Borrower. 17 .2 OPERATION OF REAL PROPERTY 20080707001033.039 Following Default, the Lender may hold, lease, manage, operate or otherwise use or permit the use of the Real Property, either itself or by other persons, firms or entities, in such manner, for such time and upon such other terms as the Lender may deem to be prudent under the circumstances (making such repairs, alterations, additions and improvements thereto and taking any and all other action with reference thereto, from time to time, as the Lender deems prudent), and apply all Rents and other amounts collected by the Lender in accordance with the provisions of the Absolute Assignment of Leases and Rents. 18. RECEIVERSHIP Following Default, the Lender may apply to a court of competent jurisdiction for the appointment of a receiver of the Property, ex parte without Notice to the Borrower, whether or not the value of the Property exceeds the Indebtedness, whether or not waste or deterioration of the Real Property has occurred, and whether or not other arguments based on equity would justify the appointment. 1be Borrower irrevocably, with knowledge and for valuable consideration, consents to such an appointment. Any such receiver shall have all the rights and powers customarily given to receivers in Washington, including the rights and powers granted to the Lender by this Deed of Trust, the power to maintain, lease and operate the Real Property on terms approved by the court, and the power to collect the Rents and apply them to the Indebtedness or otherwise as the court may direct. Once appointed, a receiver may at the Lender's option remain in place until the Indebtedness has been paid in full. 19. FORECLOSURE; POWER OF SALE 19.1 FORECLOSURE UNDER WASHINGTON LAW Upon Default, the Lender may immediately proceed to foreclose the lien of this Deed of Trust, against all or part of the Property, or to sell the Property, by judicial or nonjudicial foreclosure in accordance with the laws of Washington and may pursue any other remedy available to commercial mortgage lenders under the laws of Washington. Specifically, upon the occurrence of a Default and written request of the Lender, Trustee shall sell the Property, or any part thereof, in accordance with the Deed ofTrust Act of the State of Washington (RCW Chapter 61.24 as existing now, or hereafter amended) and the UCC of the State of Washington where applicable, without regard to any right of marshaling of assets, at public auction to the highest bidder for cash at such time and at such place as are statutorily prescribed. In connection with any sales hereunder, Trustee may elect to sell any Fixtures or Personal Property encumbered by this Deed of Trust at the same sale as the Real Property or to dispose of the same in one or more separate sales in accordance with Brist<il ll at Southpon. Renton, WphingtOn AEGON Loan No . .894S9 ~ Deed of Trust Scattle-:3423660.4 00279&8--00543 .39_ 20080707001033.040 applicable law. Any sale of any Personal Property hereunder shall be conducted in any manner permitted by the UCC. The Borrower aclmow ledges that there is no right to an extension of the Trustee's sale on "equitable" or other grounds, and that the Lender's remedies under this Deed of Trust shall not be affected or impaired by the exercise of any right of setoff or to collect and apply rents, profits, insurance proceeds or condemnation awards. Any person except Trustee may bid at a Trustee's sale. Subject to applicable law, Trustee shall apply the proceeds of the sale in the following order: (I) to the expense of sale, including a reasonable Trustee's fee and attorneys' fees; (2) to the obligation secured by this Deed of Trust; (3) the surplus, if any, shall be distributed in accordance with said Deed of Trust Act. Trustee shall deliver to the purchaser at the sale its deed, without warranty, which shall convey to the purchaser the interest in the Property which the Borrower had or had the power to convey at the time of the Borrower's execution of this Deed of Trust, and such as the Borrower may have acquired thereafter. Trustee's deed shall recite the facts showing that the sale was conducted in compliance with all the requirements oflaw and of this Deed of Trust, which recital shall be prima facie evidence of such compliance and conclusive evidence thereof in favor of bona fide purchasers and encumbrancers for value. The Trustee is not obligated to notify any party hereto of pending sale under any other deed of trust or of any action or proceeding in which the Borrower, Trustee or the Lender shall be a party, unless such action or proceeding is brought by the Trustee. 19 .2 RIGHT TO A DEflCIENCY After the date of any trustee's sale at which the Lender or any affiliate of the Lender is the successful bidder, or after the date of the Lender's or such affiliate's acceptance of a deed in lieu thereof ( either such date, the "Sale Date"), the Borrower shall, to the extent permitted under RCW 6124.100 or any successor statute or amendment, remain personally liable to the Lender for the Carveout Obligations. The Borrower's total liability after the Sale Date shall not, however, exceed the amount by which the fair value of the Real Property on the Sale Date (less the then outstanding amounts of prior liens) is less than the outstanding amount of the Indebtedness immediately prior to the Sale Date. The extent of the Borrower's liability in respect of waste to the Property shall be limited to the amount of such difference that is caused by waste of the Real Property committed by the Borrower after the date this Deed of Trust is granted. Any deficiency for which the Borrower is liable hereunder shall bear interest at the Default Rate from the Sale Date to and including the date of payment 20. WAIVERS To the maximum extent permitted by law, the Borrower irrevocably and unconditionally WAIVES and RELEASES any present or future rights (a) ofreinstatement or redemption, (b) that may exempt the Property from any civil process, (c) to appraisal or valuation of the Property, (d) to extension of time for payment, (e) that may subject the Lender's exercise of its remedies to the administration of any decedent's estate or to any partition or liquidation action, (f) to any homestead and exemption rights provided by the Constitution and laws of the Bristol II at Southport,. Renton, Washington AEGON Loan No. 89459 p Deed of Trusl s.attle-3423660.4 0027988-00543 -40- 20080707001033.041 United States and of Washington, (g) to notice of acceleration or notice of intent to accelerate ( other than as expressly stated herein), and (h) that in any way would delay or defeat the right of the Lender to cause the sale of the Real Property for the purpose of satisfying the Indebtedness. The Borrower agrees that the price paid at a lawful foreclosure sale, whether by the Lender or by a third party, and whether paid through cancellation of all or a portion of the Indebtedness or in cash, shall conclusively establish the value of the Real Property. The foregoing waivers shall apply to and bind any party assuming the Obligations of the Borrower under this Deed of Trust. 2L EXCULPATION CLAUSE AND CARVEOUT OBLIGATIONS The Lender agrees that it shall not seek to enforce any monetary judgment with respect to any Obligation against the Borrower except through recourse to the Property, unless the Obligation from which the judgment arises is a Carveout Obligation. The Carveout Obligations are (a) the obligation to repay any portion of the Indebtedness that arises because the Lender has advanced funds or incurred expenses in respect of any ·of the "Carveouts" (as defined below), (b) the obligation to repay the entire Indebtedness, if the Lender's exculpation of the Borrower from personal liability under this Section has become void as set forth below, (c) the obligation to indemnify the Lender in respect of its actual damages suffered in connection with a Carveout, and (d) the obligation to defend and hold the Lender harmless from and against any claims, judgments, causes of action or proceedings arising from a Carveout The Carveouts are: (i) fraud or material written misrepresentation; (ii) waste of the Property (which shall include damage, destruction or disrepair of the Real Property caused by a willful act or grossly negligent omission of the Borrower, but shall exclude ordinary wear and tear in the absence of gross negligence); (iii) misappropriation of tenant security deposits (including proceeds of tenant letters of credit), Insurance Proceeds or Condemnation Proceeds; (iv) failure to pay property taxes, assessments or other lienable Impositions; (v) failure to pay to the Lender all Rents, income and profits, net ofreasonable and customary operating expenses, received in respect of a period when the Loan is in Default (including the last month's Rent, if collected in advance, under any Leases in force at the time of Default; (vi) removal from the Real Property of Fixtures or Personal Property, unless replaced in a commercially reasonable manner; (vii) the out-of-pocket expenses of enforcing the Loan Documents following Default, not including expenses incurred after the Borrower has agreed in writing to transfer the Real Property to the Lender by the Lender's choice of either an uncontested foreclosure or delivery of a deed in lieu of foreclosure; Bristol n at Southport. Renton, Washington AEGON Loan No. 89459-Deed of Trust Seanlc-3423660.4 0027988--00543 -41- 20080707001033.042 (viii) terminating or amending a Lease in violation of the Loan Documents; and (ix) any liability of the Borrower under the Environmental Indemnity Agreement. The Lender's exculpation of the Borrower from personal liability for the repayment of the Indebtedness shall be void without Notice if the Borrower (A) voluntarily transfers or creates any voluntary lien on the Property in violation of the Loan Documents, or (B) files a voluntary petition for reorganization under Title 11 of the United States Code ( or under any other present or future law, domestic or foreign, relating to bankruptcy, insolvency, reorganization proceedings or otherwise similarly affecting the rights of creditors), and has not offered, prior to the filing, to enter into the Lender's choice of either an agreement to permit an uncontested foreclosure, or an agreement to deliver a deed in lieu of foreclosure within sixty (60) days of the Lender's acceptance of the offer. After the Lender accepts such an offer, default by the Borrower in fulfilling the terms of the accepted offer sha11 trigger personal liability for the entire Indebtedness. No such offer shall be conditioned on any payment by the Lender, on the release of any Obligor from any Obligation, or on any other concession. 22. SECURITY AGREEMENT AND FIXTURE FILING 22.1 DEFINITIONS "Account" shall have the definition assigned in the UCC. "Chattel Paper'' shall have the definition assigned in the UCC. "Deposit Account" shall have the definition assigned in the UCC. "Document" sball have the definition assigned in the UCC. "Eguipment" shall have the definition assigned in the UCC. "Financing Statements" shall have the definition assigned in the UCC. "General Intangibles" shall have the definition assigned in the UCC. "Goods" shall have the definition assigned in the UCC. "Goods" include all detached Fixtures, items of Personal Property that may become Fixtures, property management files, accounting books and records, reports of consultants relating to the Real Property, site plans, test borings, environmental or geotechnical surveys, samples and test results, blueprints, construction and shop drawings, and plans and specifications. "Instrument'' shall have the definition assigned in the UCC. "Investment PrQJlerly" shall have the definition assigned in the UCC. "Letter of Credit" shall have the definition assigned in the UCC. Bristol U at Southport. Renton, Washington AEGON Loan No. 89459 • Deed of Trust Seanle--34:23660.4 0027988-00S43 -42- "Letter of Credit Rights" shall have the definition assigned in the UCC. "MQAAy Collateral" means all money received in respect of Rents. 20080707001033.043 "Personal Property" means Accounts, Chattel Paper, Deposit Accounts, Documents, Equipment, Goods, Instruments, General Intangibles, Investment Property, Letter of Credit Rights, Letters of Credit, and Money Collateral. "Proceeds" shall have the meaning assigned in the UCC. "UCC" means the Uniform Commercial Code as adopted in Washington. 22.2 CREATION OF SECURITY INTEREST This Deed of Trust shall be self-0perative and shall constitute a security agreement pursuant to the provisions of the UCC with respect to the Personal Property. The Borrower, as debtor, hereby grants the Lender, as secured party, for the purpose of securing the Indebtedness, a security interest in the Accounts, Chattel Paper, Deposit Accounts, Documents, Equipment, Goods, Instruments, General Intangibles, Investment Property, Letter of Credit Rights, Letters of Credit, and Money Collateral, in the accessions, additions, replacements, substitutions and Proceeds of any of the foregoing items of collateral. Upon Default, the Lender shall have the rights and remedies of a secured party under the UCC as well as all other rights and remedies available at law or in equity, and, at the Lender's option, the Lender may a!so invoke the remedies provided elsewhere in this Deed of Trust as to such Property. The Borrower and the Lender agree that the rights granted to the Lender as secured party under this Section 22 are in addition to rather than a limitation on any of the Lender's other rights under this Deed of Trust with respect to the Property. 22.3 FlllNG AUIBORIZATION The Borrower irrevocably authorizes the Lender to file, in the appropriate locations for filings of UCC financing statements in any jurisdictions as the Lender in good faith deems appropriate, such financing statements and amendments as the Lender may require in order to perfect or continue this security interest, or in order to prevent any filed financing statement from becoming misleading or from losing its perfected status. 22.4 AoomoNAL SEARCHES AND DoCUMENTATION Borrower shall provide to Lender upon request, certified copies of any searches of UCC records deemed necessary or appropriate by Lender to confirm the first priority status of its security interest in the Personal Property, together with copies of all documents or records evidencing security interests disclosed by such searches. BristQl II at Southport, Renton, Washington AEGON Loan No. 89459 • Deed of Trust Seattle-3423660.4 0027988-00543 20080707001033.044 22.5 COSTS The Borrower shall pay all filing fees and costs and all reasonable costs and expenses of any record searches (or their continuations) as the Lender may require. 22.6 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BORROWER (a) Ownership of the Personal Property AU of the Personal Property is, and shall during the term of the Loan continue to be, owned by the Borrower, and is not the subject matter of any lease, control agreement or other instrument, agreement or transaction whereby any ownership, security or beneficial interest in the Personal Property is held by any person or entity other than the Borrower, subject only to (1) the Lender's security interest, (2) the rights of tenants occupying the Property pursuant to Leases approved by the Lender, and (3) the Permitted Encumbrances. (b) No Other Identity The Borrower represents and warrants that the Borrower has not used or operated under any other name or identity for at least five (5) years. The Borrower covenants and agrees that each entity comprising Borrower will furnish Lender with notice of any change in its name, form of organization, or state of organization within thirty (30) days prior to the effective date of any such change. (c) Location of Equipment All Equipment is located upon the Land. (d) Removal of Goods The Borrower will not remove or permit to be removed any item included in the Goods from the Land, unless the same is replaced immediately with unencumbered Goods (1) of a quality and value equal or superior to that which it replaces, and (2) which is located on the Land. All such replacements, renewals, and additions shall become and be immediately subject to the security interest of this Deed of Trust. (e) Proceeds The Borrower may, without the Lender's prior written consent, dispose of Goods in the ordinary course of business, provided that, following the disposition, the perfection of the Lender's security interest in the Proceeds of the disposition will continue under§ 9-315 (d) of the UCC. The Borrower shall not, without the Lender's prior written consent, dispose of any Personal Property in any other manner, except in compliance with Subsection 22.6(d) above. 22.7 FIXTURE FILING This Deed of Trust constitutes a financing statement filed as a fixture filing in the Official Records of the County Recorder of King County, Washington, with respect to any and all fixtures comprising Property. The "debtor" is Building C at Southport, Bristol n at Southport, Renton, Washington AEGON Loan No. 89459 • Deed of Trust Seattlo-3423660.4 0027988-00543 20080707001033.045 LLC, a Washington limited liability company, and JSLAND LLC, a Washington limited liability company, as tenants in common organized under Washington law, the "secured party" is Monumental Life Insurance Company, an Iowa corporation, the collateral is as described in Subsection 22.1 above and the granting clause of this Deed of Trust, and the addresses of the debtor and secured party are the addresses stated in Subsection 26.13 of this Deed of Trust for Notices to such parties. The organizational identification numbers of Southport and JSLAND are 602083508 and 602295424, respectively. The owner of record of the Real Property is Building Cat Southport, LLC, a Washington limited liability company, and ISLAND LLC, a Washington limited liability company, as tenants in common. 23. ENVIRONMENTAL MATTERS 23.l REPRESENTATIONS The Borrower represents as follows: (a) No Hazardous Substances To the best of the Borrower's knowledge, and except as disclosed in the ESA, no release of any Hazardous Substance has occurred on or about the Real Property in a quantity or at a concentration level that (i) violates any Environmental Law, or (ii) requires reporting to any regulatory authority or may result in any obligation to remediate under any Environmental Law. (b) Absence of Mold Contamination To the best of the Borrower's knowledge, the amount of mold present in the air within the Improvements and the extent of mold growth on the elements of the Improvements are no greater than normal in buildings free of moisture intrusion. No mold-related tenant complaint or legal proceeding relating to the Improvements exists, except as otherwise disclosed to AEGON in writing (c) Compliance with Environmental. Laws The Real Property and its current use and presently anticipated uses comply with all Environmental Laws, including those requiring permits, licenses, authorizations, and other consents and approvals. (d) No Actions or Proceedings No governmental authority or agency has commenced any action, proceeding or investigation based on any suspected or actual violation of any Environmental Law on or about the Real Property. To the best of the Borrower's knowledge, no such authority or agency has threatened to commence any such action, proceeding, or investigation. 23.2 ENVJRONMENTAL COVENANTS The Borrower covenants as follows: Bristol II e.t Southport, Renton, Washington AEGON Loa.n No. 89459 -Deed of Trust Seattk-3423660.4 0027988.00S43 -45- 20080707001033.046 (a) Compliance with Errvironmental Laws The Borrower shall, and the Borrower shall cause all employees, agents, contractors, and tenants of the Borrower and any other persons present on or occupying the Real Property to, keep and maintain the Real Property in compliance wi1h all Environmental Laws. (b) Notices, Actions and Claims The Borrower shall immediately advise the Lender in writing of (i) any notices from any governmental or quasi-governmental agency or au1hority of violation or potential violation of any Environmental Law received by the Borrower, (ii) any and all enforcement, cleanup, removal or other goverrunental or regulatory actions instituted, completed or threatened pursuant to any Environmental Law, (iii) all claims made or threatened by any 1hird party against 1he Borrower or the Real Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Substances, and (iv) discovery by 1he Borrower of any occurrence or condition on any real property adjoining or in the vicinity of the Real Property that creates a foreseeable risk of contamination of 1he Real Property by or with Hazardous Substances. 23.3 THE LENDER'S R!GHT TO CONTROL CLAIMS The Lender shall have the right (but not the obligation) to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Substances and to have its related and reasonable attorneys' and consultants' fees paid by the Borrower upon demand. 23 .4 lNDEMNJFICA Tl ON The Borrower shall be solely responsible for, and shall indemnify, defend, and hold hannless the Lender, the Trustee, and 1heir respective directors, officers, employees, agents, successors and assigns, from and against, any claim,judgment, loss, damage, demand, cost, expense or liability of whatever kind or nature, known or unknown, contingent or otherwise, directly or indirectly arising out of or attributable to the use, generation, storage, release, threatened release, discharge, disposal, or presence (whether prior to or after the Effective Date of this Deed of Trust) of Hazardous Substances on, in, under or about the Real Property (whether by the Borrower, a predecessor in title, any tenant, or any employees, agents, contractor or subcontractors of any of the foregoing or any third persons at any time occupying or present on the Real Property), including: (i) personal injury; (ii) death; (iii) damage to property; (iv) all consequential damages; (v) the cost of any required or necessary repair, cleanup or detoxification of the Real Property, including the soil and ground water thereof, and the preparation and implementation of any closure, remedial or other required plans; (vi) damage to any natural resources; and (vii) all reasonable costs and expenses incurred by the Lender or 1he Trustee in connection with clauses (i) through (vi), including reasonable attorneys' and consultants' fees; provided, however, that nothing contained in this Section shall be deemed to preclude the Borrower from seeking Bris1ol lI at Southport, Renton, Washington AEGON Loan No. 89459-Deed of Trust Seattle-3423660.4 0027988-00S43 -46- 20080707001033.047 indemnification from, or otherwise proceeding against, any third party including any tenant or predecessor in title to the Real Property, and further provided that this indemnification will not extend to matters caused by the Lender's gross negligence or willful misconduct, or arising from a release of Hazardous Substances which occurs after the Lender has taken possession of the Real Property or after a judicial or nonjudicial foreclosure sale or the Borrower's granting of a deed in lieu thereto, so long as the Borrower has not caused the release through any act or omission. The covenants, agreements, and indemnities set forth in this Section shall be binding upon the Borrower and its heirs, personal representatives, successors and assigns. Sald indemnities shall be limited to the actual damages incurred by the Lender, including all advances or payments paid or agreed to be paid by the Lender pursuant to its rights to require environmental assessments,join or participate in any proceedings, cure the Borrower's default or enforce its remedies, (a) prior to and after any judicial foreclosure of this Deed of Trust or deed delivered and accepted in lieu thereof, or (b) prior to any nonjudicial foreclosure of this Deed of Trust or deed delivered and accepted in lieu thereof. The obligations of the Borrower under this Section shall be mutually exclusive of any liabilities arising after a nonjudicial foreclosure of this Deed of Trust or the delivery and acceptance of a deed in lieu of such nonjudicial foreclosure, which are evidenced by the Environmental Indemnity Agreement. Any costs or expenses incurred by the Lender or the Trustee for which the Borrower is responsible or for which the Borrower has indemnified the Lender shall be paid to the Lender on demand, with interest at the Default Rate from the date incurred by the Lender until paid in full, and shall be secured by this Deed of Trust. Without the prior written consent of the Lender, the Borrower shall not enter into any settlement agreement, consent decree, or other compromise in respect to any claims relating to Hazardous Substances. The Lender agrees that it shall not unreasonably delay its consideration of any written request for its consent to any such settlement agreement, consent decree, or other compromise once all information, reports, studies, audits, and other documentation have been submitted to the Lender. 23.5 ENVIRONMENTALAUDITS If a Default exists, or at any time the Lender has reason to believe that a release of Hazardous Substances may have occurred or may be likely to occur, the Lender may require that the Borrower retain, or the Lender may retain directly, at the sole cost and expense of the Borrower, a licensed geologist, industrial hygienist or an environmental consultant acceptable to the Lender to conduct an environmental assessment or audit of the Real Property. In the event that the Lender makes a reasonable determination of the need for an environmental assessment or audit, the Lender shall inform the Borrower in writing that such a determination has been made and, if requested to do so by the Borrower, give the Borrower a written explanation of that determination before the assessment or audit is conducted. The Borrower shall afford any person conducting an environmental assessment or audit access to the Real Property and all materials reasonably requested. The Borrower shall pay on demand the cost and expenses of any environmental consultant engaged by the Lender under this Subsection. The Borrower shall, at the Lender's request and at the Borrower's Bristol II at Southport, Renton, Washington AEGON Loan No. 89459 • Dee<I ofTT\lst Seattlo-3423660.4 0027988-00543 47- 20080707001033.048 sole cost and expense, take such investigative and remedial measures detennined by the geologist, hygienist or consultant to be necessary to address any condition discovered by the assessment or audit so that (i) the Real Property shall be in compliance with all Environmental Laws, (ii) the condition of the Real Property shall not constitute any identifiable risk to human health or to the environment, and (iii) the value of the Real Property shall not be affected by the presence of Hazardous Substances. 24. CONCERNING THE TRUSTEE 24. l No LIABILITY If the Trustee or anyone acting by virtue of the Trustee's powers enters the Real Property, the Trustee will not be personally liable for debts contracted or for liability or damages incurred in the management or operation of the Real Property. The Trustee will have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by the Trustee or believed by the Trustee in good faith to be genuine. The Trustee will be entitled to reimbursement for expenses actually incurred by the Trustee in the perfonnance of the Trustee's duties and to reasonable compensation for services rendered. The Borrower shall, from time to time, pay compensation due the Trustee under this Deed of Trust and reimburse the Trustee for and save and hold the Trustee hannless from and against any and all Joss, cost, liability, damage and expense whatsoever incurred by the Trustee in the perfonnance of the Trustee's duties. 24.2 RETENTION OF MONEY All money received by the Trustee must, until used or applied, be held in trust for the purposes for which it was received, but need not be segregated in any manner from any other money (except to the extent required by law) and the Trustee will have no liability for interest on any money received. 24.3 SUCCESSOR TRUSTEES The Trustee may resign by giving notice of such resignation in writing to the Lender. If the Trustee's legal existence shall cease or if the Trustee resigns or becomes disqualified from acting in the execution of this Trust or fails or refuses to exercise the same when requested by the Lender so to do or if for any reason and without cause the Lender prefers to appoint a substitute trustee to act instead of the original Trustee, or any prior successor or substitute trustee, the Lender will have full power to appoint a substitute trustee and, if preferred, several substitute trustees in succession who shall succeed to all the estates, rights, powers and duties of the Trustee. 24.4 SUCCESSION INSTRUMENTS Any new Trustee appointed will, without any further act, deed or conveyance, become vested with all the estates, properties, rights, powers and trusts of the Trustee's Bristol II at Southport, Renton, Washingtc,n AEGON Loan No. 89459 -Deed ofTrust Sean1e-3423WJ.4 0027988-00543 -48- 200B0707001033.049 predecessor. Upon the written request of the Lender or of any successor trustee, the former Trustee shall execute and deliver an instrument transferring to such successor Trustee all the estates, properties, rights, powers and trusts of the former Trustee, and shall duly assign, transfer and deliver any of the property and money held by the former Trustee to the successor Trustee so appointed in the former Trustee's place. 24.5 PERFORMANCE OF DUTIES BY AGENTS The Trustee may authorize one or more parties to act on the Trustee's behalf to perform the Trustee's ministerial functions, including, without limitation, the transmittal and posting of any notices. 25. SECONDARY MARKET 25 .1 DJSSEMINA TION OF INFORMATION In connection with any transfer of the Loan, the Lender may forward any documents and information that the Lender now has or acquires in the future concerning the Loan, including the financial statements of any Obligor, and such other information as may be reasonably related to the Obligors, the Property or the Leases to any: {i) transferee or prospective transferee of the Loan; (ii) Rating Agency rating the Loan, a Participation, or Securities; or (iii) purchaser, transferee, assignee, servicer, participant, investor or prospective investor in any Securitization, or to any of their advisors. The Borrower irrevocably waives any and all rights it may have under applicable Legal Requirements to prohibit such disclosure, including any right of privacy. 25.2 COOPERATION The Borrower, any Guarantor and any Carveout Obli gor agree to cooperate with the Lender in connection with any transfer of the Loan or any Participation or Securities at no expense or additional liability to Borrower. The Borrower agrees to provide to the Lender or to any persons to whom the Lender may disseminate such information, at the Lender's request, financial statements ofObligors, an estoppel certificate and such other documents as may be reasonably related to the Obligors, the Property, or the Leases. 25.3 ADDIT!ONAL FINANCIAL INFORMATION If a decision is made to include the Loan in a Securitization and the amount of the Loan would exceed twenty percent (20%) of the amount estimated in good faith to be raised in the offering, the Borrower agrees to provide, to the extent required by SEC Regulation S-X Rule 3-14, and to the extent not previously supplied to Lender, financial statements for the Real Property in respect of the three years prior to the Securitization. If the amount of the Loan would exceed ten percent (10%) (but not Bristol II at Southport, Renton, Washington AEGON Loan N~ 89459. IJ<ed ofTrost Seattle-3423660.4 00:2.7988-00543 --49. 20080707001033.050 twenty percent (20%)) of the amount estimated in good faith to be raised by the offering, the Borrower agrees to provide such additional property-related financial information as the Lender may request in order to meet then-applicable SEC rules in connection with the contemplated manner of the offering. Lender shall reimburse Borrower upon demand for all expenses that Borrower incurs in complying with this paragraph. 25.4 RESERVES/ESCROWS If Participations are granted or Securities issued in connection with the Loan, all funds held by the Lender in escrow or as reserves in accordance with the Loan Documents may, at the Lender's discretion, be deposited in "eligible accounts" at "eligible institutions" and invested in "permitted investments" as then defined and required by the Rating Agencies. 26. MISCELLANEOUS 26.1 SUCCESSORS AND ASSIGNS All of the terms of the Loan Documents shall apply to, be binding upon and inure to the benefit of the heirs, personal representatives, successors and assigns of the Obligors, or to the holder of the Note, as the case may be. 26.2 SURVJV AL OF OBLIGATIONS Each and all of the Obligations shall continue in full force and effect until the latest of (a) the date the Indebtedness has been paid in full and the Obligations have been performed and satisfied in full, (b) the last date permitted by Jaw for bringing any claim or action with respect to which the Lender may seek payment or indemnification in connection with the Loan Documents, and ( c) the date on which any claim or action for which the Lender seeks payment or indemnification is fully and finally resolved and, if applicable, any compromise thereof of judgment or award thereon is paid in full. 26.3 FURTIIERASSURANCES The Borrower, upon the request of the Lender or the Trustee, shall complete, execute, acknowledge, deliver and record or file such further instruments and do such further acts as may be necessary to carry out more effectively the purposes of this Deed of Trust, to subject any property intended to be covered by this Deed of Trust to the liens and security interests it creates, to place third parties on notice of those liens and security interests, or to correct any defects which may be found in any Loan Document. Bristol U at Southport, Renton, Washington AEGON Loon No. 89459 -Dcttl ofTM1 S<attle-3423660,4 0027988-00S43 .50- 20080707001033.051 26.4 RIGHI OF INSPECTION The Lender shall have the right from time to time, upon reasonable advance notice to the Borrower, to enter onto the Real Property for the purpose ofinspecting and reporting on its physical condition, tenancy and operations. 26.5 EJa'ENSE INDEMNIFICATION The Borrower shall pay all filing and recording fees, documentary stamps, intangible ta><.es, and all expenses incident to the execution and acknowledgment of this Deed of Trust, the Note or any of the other Loan Documents, any supplements, amendments, renewals or extensions of any of them, or any instrument entered into under Subsection 26.3. The Borrower shall pay or reimburse the Lender, upon demand, for all costs and expenses, including appraisal and reappraisal costs of the Property and reasonable attorneys' and legal assistants' fees, which the Lender may incur in connection with enforcement proceedings under the Note, this Deed of Trust, or any of the other Loan Documents (including all fees and costs incurred in enforcing or protecting the Note, this Deed of Trust, or any of the other Loan Documents in any bankruptcy proceeding), and reasonable attorneys' and legal assistants' fees incurred by the Lender in any other suit, action, legal proceeding or dispute of any kind in which the Lender is made a party or appears as party plaintiff or defendant, affecting the Indebtedness, the Note, this Deed of Trust, any of the other Loan Documents, or the Property, or required to protect or sustain the lien of this Deed of Trust. The Borrower shall be obligated to pay (or to reimburse the Lender) for such fees, costs and expenses and shall indemnify and hold the Lender and the Trustee harmless from and against any and all loss, cost, expense, liability, damage and claims and causes of action, including reasonable attorneys' fees, incurred or accruing by reason of the Borrower's failure to promptly repay any such fees, costs and expenses. If any suit or action is brought to enforce or interpret any of the terms of this Deed of Trust (including any effort to modify or vacate any automatic stay or injunction, any trial, any appeal, any petition for review or any bankruptcy proceeding), the Lender shall be entitled to recover all expenses reasonably incurred in preparation for or during the suit or action or in connection with any appeal of the related decision, whether or not taxable as costs. Such expenses include reasonable attorneys' fees, witness fees ( expert or otherwise), deposition costs, copying charges and other expenses. Whether or not any court action is involved, all reasonable expenses, including the costs of searching records, obtaining title reports, appraisals, environmental assw.;ments, surveying costs, title insurance premiums, trustee fees, and other reasonable attorneys' fees, incurred by the Lender that are necessary at any time in the Lender's reasonable opinion for the protection of its interest or enforcement of its rights shall become a part of the Indebtedness payable on demand and shall bear interest from the date of expenditure until repaid at the interest rate as provided in the Note. The Borrower shall also pay all such costs and fees, including those of the Lender's attorneys, witnesses and appraisers, that are incurred after a trustee's sale or foreclosure in connection with an action for a deficiency judgment against Borrower or the Carveout Obligor and the same shall not be secured by this Deed of Trust. Bristol II at Southport, Renton, Washington AEGON Loan No. 89459 -Deed of Trust Seattlo-3423660.4 0027983-00543 20080707001033.052 26.6 GENERAL INDEMNIFICATION The Borrower shall indemnify, defend and bold the Lender harmless against: (i) any and all claims for brokerage, leasing, fmder's or similar fees which may be made relating to the Real Property or the Indebtedness, and (ii) any and all liability, obligations, losses, damages, penalties, claims, actions, suits costs and expenses (including the Lender's reasonable attorneys' fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by the Lender in connection with the Indebtedness, this Deed of Trust, the Real Property or any part thereof, or the operation, maintenance and/or use thereof, or the exercise by the Lender of any rights or remedies granted to it under this Deed of Trust or pursuant to applicable law; provided, however, that nothing herein shall be construed to obligate the Borrower to indenmify, defend and hold hannless the Lender from and against any of the foregoing which is imposed on or incurred by the Lender by reason of the Lender's willful misconduct or gross negligence. 26. 7 RECORDING ANO FIUNG The Borrower shall cause this Deed of Trust and all amendments, supplements, and substitutions to be recorded, filed, re-recorded and re-filed in such manner and in such places as the Lender may reasonably request. The Borrower will pay all recording filing, re-recording and re-filing taxes, fees and other charges. 26.8 No W AIYER No deliberate or unintentional failure by the Lender to require strict performance by the Borrower of any Obligation shall be deemed a waiver, and the Lender shall have the right at any time to require strict performance by the Borrower of any Obligation. 26.9 COVENANTS RUNNING WITH THE LAND All Obligations are intended by the parties to be and shall be construed as covenants running with the Land. 26.10 SEVERAB!LIT\' The Loan Documents are intended to be performed in accordance with, and only to the extent permitted by, all applicable Legal Requirements. Any provision of the Loan Documents that is prohibited or unenforceable in any jurisdiction shall nevertheless be construed and given effect to the extent possible. The invalidity or unenforceability of any provision in a particular jurisdiction shall neither invalidate nor render unenforceable any other provision of the Loan Documents in that jurisdiction, and shall not affect the validity or enforceability of that provision in any other jurisdiction. If a provision is held to be invalid or unenforceable as to a particular person or under a particular circumstance, it shall nevertheless be presumed valid and enforceable as tc> others, or under other circumstances. Bristol II ut Southpon. Renton. Washington AEGON Loan No. i94S9 · Deed of Trust Seattle-3423660.4 0027988-00543 ,S2- 20080707001033.053 26.11 USURY The parties intend that no provision of the Note or the Loan Documents be interpreted, construed, applied, or enforced so as to permit or require the payment or collection of interest in excess of the Maximum Permitted Rate. ln this regard, the Borrower and the Lender each stipulate and agree that it is their common and overriding intent to contract in strict compliance with applicable usury laws. Accordingly, none of the terms of this Deed of Trust, the Note or any of the other Loan Documents shall ever be construed to create a contract to pay, as consideration for the use, forbearance or detention of money, interest at a rate in excess of the Maximum Permitted Rate, and the Borrower shall never be liable for interest in excess of the Maximum Permitted Rate. Therefore, (a) in the event that the Indebtedness and Obligations are prepaid or the maturity of the Indebtedness and Obligations is accelerated by reason of an election by the Lender, unearned interest shall be canceled and, if theretofore paid, shall either be refunded to the Borrower or credited on the Indebtedness, as the Lender may elect; (b) the aggregate of all interest and other charges constituting interest under applicable laws and contracted for, chargeable or receivable under the Note and the other Loan Documents or otherwise in connection with the transaction contemplated thereby shall never exceed the maximum amount of interest, nor produce a rate in excess of the Maximum Permitted Rate; and ( c) if any excess interest is provided for or received, it shall be deemed a mistake, and the same shall, at the option of the Lender, either be refunded to the Borrower or credited on the unpaid principal amount (if any), and the Indebtedness shall be automatically reformed so as to permit only the collection of the interest at the Maximum Permitted Rate. Furthermore, if any provision of the Note or any of the other Loan Documents is interpreted, construed, applied, or enforced, in such a manner as to provide for interest in excess of the Maximum Permitted Rate, then the parties intend that such provision automatically shall be deemed reformed retroactively so as to require payment only of interest at the Maximum Permitted Rate. If, for any reason whatsoever, interest paid or received during the full term of the applicable Indebtedness produces a rate which exceeds the Maximum Permitted Rate, then the amount of such excess shall be deemed credited retroactively in reduction of the then outstanding principal amount of the Indebtedness, together with interest at such Maximum Permitted Rate. The Lender shall credit against the principal of such Indebtedness (or, if such Indebtedness shall have been paid in full, shall refund to the payor of such interest) such portion of said interest as shall be necessary to cause the interest paid to produce a rate equal to the Maximum Permitted Rate. All sums paid or agreed to be paid to the Lender for the use, forbearance or detention of money shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the applicable Indebtedness, so that the interest rate is uniform throughout the full term of such Indebtedness. In connection with all calculations to determine the Maximum Permitted Rate, the parties intend that all charges be excluded to the extent they are properly excludable under applicable usury Jaws, as they from time to time are determined to apply to this transaction. The provisions of this Section shall control all agreements, whether now or hereafter existing and whether written or oral, between the Borrower and the Lender. Bristol Il et Southport, Rtnton, Washington AEGON Loan No. S9459 • Dw1 ofTrust Se,ttle-3423660.4 0027988.00543 20080707001033.054 26.12 ENTIRE AGREEMENT The Loan Documents contain the entire agreements between the parties relating to the financing of the Real Property, and all prior agreements which are not contained in the Loan Documents, other than the unsecured Environmental Indemnity Agreement, are tenninated. The Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties. The Loan Documents may be amended, revised, waived, discharged, released or tenninated only by a written instrument or instruments executed by the party against whom enforcement of the amendment, revision, waiver, discharge, release or termination is asserted. Any alleged amendment, revision, waiver, discharge, release or termination that is not so documented shall be null and void. 26.13 NOTICES In order for any demand, consent, approval or other communication to be effective under the terms of this Deed of Trust, ''Notice" must be provided under the terms of this Subsection. All Notices must be in writing. Notices may be (a) delivered by hand, (b) transmitted by facsimile (with a duplicate copy sent by first class mail, postage prepaid), (c) sent by certified or registered mail, postage prepaid, return receipt requested, or (d) sent by reputable overnight courier service, delivery charges prepaid. Notices shall be addressed as set forth below: If to the Lender: Monumental Life Insurance Company c/o AEGON USA Realty Advisors, Inc. 4333 Edgewood Road, N.E. Cedar Rapids, Iowa 52499-5443 Attn: Mortgage Loan Department Reference: Loan #89459 Fax Number: (319) 355-2277 If to the Borrower: Building Cat Southport, LLC 1083 Lake Washington Blvd. North, Suite 50 Renton, Washington 98056 Attn: Michael Christ or Lisa Collins Fax Number: (425) 282-5838 with a copy to: Alston, Cowtnage & Bassetti LLP 1000 Second Avenue, Suite 3900 Seattle, Washington 98104-1045 Bristol II at Southport. Renton, Washington AEGON Loan. No. 89459 · Deed of Trust Seattlc-34236«>.4 0027988-00>43 -54- Attn: Thomas W. Read Fax Number: (206) 623-1752 If to the Trustee: First American Title Insurance Company 2101 Fourth Avenue, Suite 800 Seattle, Washington 98121 Fax Number; (206) 448-6348 20080707001033.055 Notices delivered by hand or by overnight courier shall be deemed given when actually received or when refused by their intended recipient. Notices sent by facsimile will be deemed delivered when a legible copy has been received (provided receipt has been verified by telephone confirmation or one of the other permitted means of giving Notices under this Subsection). Mailed Notices shall be deemed given on the date of the first attempted delivery (whether or not actually received). Either the Lender or the Borrower may change its address for Notice by giving at least fifteen (15) Business Days' prior Notice of such change to the other party. 26.14 COUNTERPARTS This Deed of Trust may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute but one instrument. 26.15 CHOICEOFLAW This Deed of Trust shall be interpreted, construed, applied, and enforced according to, and will be governed by, the laws of Washington, without regard to any choice oflaw principle which, but for this provision, would require the application of the law of another jurisdiction and regardless of where executed or delivered, where payable or paid, where any cause of action accrues in cormection with this transaction, where any action or other proceeding involving the Loan is instituted, or whether the laws of Washington otherwise would apply the laws of another jurisdiction. 26.16 FORUM SELECTION The Borrower agrees that the sole and exclusive forum for the determination of any action relating to the validity and enforceability of the Note, this Deed of Trust and the other Loan Documents, and any other instruments securing the Note shall be either in an appropriate court of the State of Washington or the applicable United States District Court. 26.17 SOLE BENEFIT This Deed of Trust and the other Loan Documents have been executed for the sole benefit of the Borrower, the Guarantor and the Lender and the successors and assigns of the Lender. No other party shall have rights thereunder or be entitled to assume that the parties thereto will insist upon strict performance of their mutual obligations Bristol Jl at Southpon, .Renton, Wa.,hingtOn AEGON Loan No. 89459 ~ Deed of Trust Seattle-3423660.4 0027988-00543 .55- • 20080707001033.056 hereunder, any of which may be waived from time to time. Neither the Borrower nor the Guarantor shall have any right to assign any of its rights under the Loan Docwnents to any party whatsoever. 26.18 RELEASEOFCLAIMS The Borrower hereby RELEASES, DISCHARGES and ACQUITS forever the Lender and the Trustee and their officers, directors, trustees, agents, employees and counsel (in each case, past, present or future) from any and all Claims existing as of the Effective Date (or the date of actual execution hereof by the Borrower, iflater). As used herein, the term "Claim" shall mean any and all liabilities, claims, defenses, demands, actions, causes of action,judgments, deficiencies, interest, liens, costs or expenses (including court costs, penalties, attorneys' fees and disbursements, and amounts paid in settlement) of any kind and character whatsoever, including claims for usury, breach of contract, breach of commitment, negligent misrepresentation or failure to act in good faith, in each case whether now known or unknown, suspected or unsuspected, asserted or unasserted or primary or contingent, and whether arising out of written docwnents, unwritten undertakings, course of conduct, tort, violations of laws or regulations or otherwise. 26.19 NOPAR1NERS!ilP Nothing contained in the Loan Docwnents is intended to create any partnership, joint venture or association between the Borrower and the Lender, or in any way make the Lender a co-principal with the Borrower with reference to the Property. 26.20 PAYOFFPROCEDURES If the Borrower pays or causes to be paid to the Lender all of the Indebtedness, then the Trustee's interest in the Real Property shall cease, and upon receipt by the Lender of such payment, the Lender shall either (a) release this Deed of Trust, or (b) assign the Loan Docwnents and endorse the Note (in either case without recourse or warranty of any kind) to a takeout lender, upon payment (in the latter case) of an administrative fee of One Thousand Five Hundred Dollars ($1,500). 26.21 FllTUREADVANCES Under this Deed of Trust, "Indebtedness" is defined to include certain amounts advanced by the Lender in the future. Such advances include any amounts advanced to pay Impositions, to cure Defaults, or to pay the costs of collection and receivership. Accordingly, any such sums shall be equally secured with, and have the same priority as, the Indebtedness, and shall be subject to all of the terms and provisions of this Deed of Trust The Borrower shall pay any taxes that may be due in connection with any such future advance. However, this Deed of Trust does not secure any other advance made by the Lender to the Borrower, unless the contract or instrument evidencing the advance expressly so states. Bristol 11 at Southport. Renton, Washington AEGON Ulan No. 89459. Deed of Trust Seattle-3423660.4 0027988-00543 -56- • 20080707001033.057 26.22 INTERPRETATION (a) Headings and General Application The section, subsection, paragraph and subparagraph headings of this Deed of Trust are provided for convenience ofreference only and shall in no way affect, modify or define, or be used in construing, the text of the sections, subsections, paragraphs or subparagraphs. If the text requires, words used in the singular shall be read as including the plural, and pronouns of any gender shall include all genders. (b) Sole Discretion The Lender may take any action or decide any matter under the terms of this Deed of Trust or of any other Loan Document (including any consent, approval, acceptance, option, election or authorization) in its sole and absolute discretion, for any reason or for no reason, unless the related Loan Document contains specific language to the contrary. Any approval or consent that the Lender might withhold may be conditioned in any way. (c) Result of Negotiations This Deed of Trust results from negotiations between the Borrower and the Lender and from their mutual efforts. Therefore, it shall be so construed, and not as though it had been prepared solely by the Lender. (d) Reference to Particulars The scope of a general statement made in this Deed of Trust or in any other Loan Document shall not be construed as having been reduced through the inclusion of references to particular items that would be included within the statement's scope. Therefore, unless the relevant provision of a Loan Document contains specific language to the contrary, the term "include" shall mean "include, but shall not be limited to" and the term "including" shall mean "including, without limitation." 26.23 JOINT AND SEVERAL LIABILITY If there is more than one individual or entity executing this Deed of Trust as the Borrower, liability of such individuals and entities under this Deed of Trust shall be joint and several. 26.24 TIMEOFEsSENCE Time is of the essence of each and every covenant, condition and provision of this Deed of Trust to be performed by the Borrower. 26.25 JURY WAIVER THE BORROWER AND BY ITS ACCEPTANCE HEREOF, THE LENDER, HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (I) UNDER THIS DEED OF TRUST OR ANY OTHER LOAN DOCUMENT, OR (JI) ARISING Bristol llat Southport, Renton, Washington AEGON Loan No. 89459-Deed ofirust soatti .. 3423660.4 0021988-0054, -57- • 20080707001033.058 FROM ANY LENDING RELA TIONSIDP EXISTING IN CONNECTION WITH TIUS DEED OF TRUST OR ANY OTHER LOAN DOCUMENT, AND THE BORROWER AND BY !TS ACCEPTANCE HEREOF, THE LENDER, AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY. 26.26 RENEW AL, EXIBNSION, MODIFICATION AND WANER The Lender, at its option, may at any time renew or extend this Deed of Trust, the Note or any other Loan Document. The Lender may enter into a modification of any Loan Document or of the Environmental Indemnity Agreement without the consent of any person not a party to the document being modified. The Lender may waive any covenant or condition of any Loan Document or of the Environmental Indemnity Agreement, in whole or in part, at the request of any person then having an interest in the Property or in any way liable for any part of the Indebtedness. The Lender may tal<e, release, or resort to any security for the Note and the Obligations and may release any party primarily or secondarily liable on any Loan Document or on the Environmental Indemnity Agreement, all without affecting any liability not expressly released in writing by the Lender. 26.27 CUMULATIVE REMEDIES Every right and remedy provided in this Deed of Trust shalJ be cumulative of every other right or remedy of the Lender, whether conferred by law or by grant or contract, and may be enforced concurrently with any such right or remedy. The acceptance of the performance of any obligation to cure any Default shall not be construed as a waiver of any rights with respect to any other past, present or finure Default. No waiver in a particular instance of the requirement that any Obligation be performed shall be construed as a waiver with respect to any other Obligation or instance. 26.28 NO 0BUGA TION TO MARSHAL ASSETS No holder of any deed of trust, security interest or other encumbrance affecting all or any portion of the Real Property, which encumbrance is inferior to the lien and security interest of this Deed of Trust, shall have any right to require the Lender to marshal assets. 26.29 TRANSFER OF OWNERS!IlP The Lender may, without notice to the Borrower, deal with any person in whom ownership of any part of the Real Property has vested, without in any way vitiating or discharging the Borrower from liability for any of the Obligations. (Signatures follow on next page) Bristol lJ at Southport, Renton, Washington AEGON Loan No. 89459 · Deed of Trust Seantc-3423660.4 0027938-00543 -58- • 20080707001033.059 IN WITNESS WHEREOF, the Borrower has caused this Deed of Trust to be duly executed as of the Effective Date. Bristol II at Southport, Renton, Washington AEGON Loan No. 89459 ~ Deed of Trust Seattle-3423660.4 0027988-00543 BORROWER: BUILDING CAT SOUTHPORT, LLC, a Washington limited liability company By: Sero Development, Inc., a Washington =-~ h JP. Crist,President JSLAND LLC, a Washington limited liability company By: Building C at Southport, LLC, a Washington limited liability company Its Special Purpose Manager By: Seco Development, Inc., a Wash" gton corporation, Its Mana er -59· • ST A TE OF WASIUNGTON ) )ss. 20080707001033.060 COUNTY OF KING ) On this~ day of July, 2008, before me personally appeared Michael P. Christ, to me known to be the President ofSeco Development, Inc., a Washington corporation and the Manager of BUILDING C AT SOUTHPORT, LLC, the Washington limited liability company that executed the within and foregoing instnnnent, and acknowledged said instrument to be the free and voluntary act and deed of said corporation and company, for the uses and purposes therein mentioned, and on oath stated that he was authoriz.ed to execute said instrument on behalf of said corporation and said corporation was authorized to do so on behalf of said company. ,,,,\\\\\\H1 IN WITNESS ~~(l>,(])~e'IJj:reunto set my hand and affixed my official seal the day and year fi.tst above wri~-~ .. --;~'''''''"'111 11 ~ 1, -~"'~o"' !.Xp!A.~1,, :.t\ 1, .. ¥s .:;-ti,' -~,,"':,. " ,3 ~ f/ o~lt.RJ, u-\ ~ -.. ::-.z , I -z,. .. . .,.....c;.::::• ..... 0 . ., nl ~Q .,. (J :;. ~ ........ 1.:0 11.; ::: ,_ .. ~ -, ~ .«>u &" 'i:JOJg c, 3 ~ ~l ....._ ... .::~-,~ di ,,,, 05-'2.",/ § = ,}1 · ~ ia1i1\I\\"-''''..,. q,.:f. _.:: 11111 1l-OF -tll",",,_ '"''"~""''" STATE OF W ASIUNGTON COUNTY OF KING ) )ss. ) On this ;J,.. day of July, 2008, before me personally appeared Michael P. Christ, to me known to be the Pres~f Seco Development, Inc., a Washington corporation and the Manager of Building Cat Southport, LLC, a Washington limited liability company and the Special Purpose Manager of JSLAND LLC, the Washington limited liability company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation and companies, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument on behalf of said corporation and companies. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. ,,,"""'"11 ~ ,,••' \-Po. "•,, ~ ~-~~ ~,,,\\.\\\\l1t1~~ 111 == ,fs _,,,.1,\oll ex,.~,,,,~ ;,. _ Signatur1. -~.t;t6)~ .:: :t: El' 0 ~Mi-~\ ~ Name (Pri . 'Jl'2 ~ i\lP .. • j • \ l<ITARY;::lc:.::~ ~ ..,%., .,. .... ~ p,J /2: ofWashington,residingat ( "~ UI'~-~·-M '!mt. ,, di ,,,, ~S ,, ~-~ -" .: y appom en expires: ~ '~ '>_ 'i1 "'"" ,..~ ... ~ -, . -<f'/-. I I\\\\\\'''"' t;;,.:f. .:~ ·. <!;' OF v,!P.: ,,' . , ~ ............. Bristol II at Southport, Renton, Washington AEGON Loan No. 89459. Deed of Trust Scott\e-3423660.4 0027988-00543 -60- • 20080707001033.061 EXHIBIT A Legal Description: PARCEL A: LOT 3 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON. PARCELS: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN INSTRUMENTS RECORDED JULY 11, 1967 AND MARCH 14, 1968 UNDER RECORDING NOS. 6201855 AND 6317510, IN KING COUNTY, WASHINGTON. PARCELC: AN EASEMENT FOR A 10 INCH DIAMETER SANJTARY SEWER LINE AS DESCRIBED IN AND DISCLOSED BY RECORDING NO. 20010629002927. APN: 082305-9055-0S Bristol JI at Southport, Renton, Washington AEGON Loan No. 89459 -Dero of Trust Seattle-3423660.4 002.798S.OOS43 -61- After Recording, Return to: David H. Rockwell STOEL RIVES LLP 600 University Street, Suite 3600 Seattle, WA 98101-4109 Loan No. 89459 1111111111111111 ~~IJUflA@7°~1!34 07/07/2008 12:39 KING COUNTY, UA SPACE ABOVE LINE FOR RECORDER'S USE ONLY ABSOLUTE ASSIGNMENT OF LEASES AND RENTS GRANTORS: GRANTEE: ABBREVIATED LEGAL DESCRIPTION: ASSESSOR'S TAX PARCEL NUMBER: (King County, Washington) )JL5-3~ BUILDING c AT SOUTHPORT, LLC 1ST A ;).O JSLANDLLC MONUMENTAL LIFE INSURANCE COMPANY Lot 3, SP No. LUA-99-134-SHLP, Rec.20000131900006 Complete legal description is on Exhibit A ofthis document 082305-9055-05 20080707001034.001 ATTENTION: COUNTY RECORDER-THIS INSTRUMENT COVERS GOODS TifAT ARE OR WILL BECOME FIXTURES ON THE DESCRIBED REAL PROPERTY AND SHOULD BE FILED FOR RECORD IN THE REAL PROPERTY RECORDS WHERE DEEDS OF TRUST ON REAL ESTATE ARE RECORDED. THIS INSTRUMENT SHOULD ALSO BE INDEXED AS A UNIFORM COMMERCIAL CODE FINANCING STATEMENT COVERING GOODS THAT ARE OR WILL BECOME FIXTURES ON THE DESCRIBED REAL PROPERTY. THE MAILING ADDRESSES, TELEPHONE NUMBERS, AND FAX NUMBERS OF TJ-!E SECURED PARTY AND THE DEBTOR ARE WITHIN. BristQI II at Southport. Rento[l, Wasbington A.EGON Loan No. 894S9-· Assignment Scattle-3423661.3 0027988-00543 -]- 20080707001034.002 Loan No. 89459 Absolute Assignment of Leases and Rents (King County, Washington) This Absolute Assignment of Leases and Rents (this "Assignment") is made as of this 1!J>e,ay of July, 2008 (the "Effective Date"), by BUILDING CAT SOUTHPORT, LLC, a Washington limited liability company, and JSLAND LLC, a Washington limited liability company, as tenants in common, whose collective address is l 083 Lake Washington Boulevard North, Suite 50, Renton, Washington 98056 ( collectively hereinafter, the "Borrower"), in favor of MONUMENT AL LIFE INSURANCE COMPANY, an Iowa corporation, whose mailing address is c/o AEGON USA Realty Advisors, Inc., 4333 Edgewood Road, N.E., Cedar Rapids, Linn County, Iowa 52499-5443 (the "Lender"). The definitions of capitalized terms used in this Assignment and not defined above or in the recitals of Section 1 may be found in Section 2 below. 1. RECITALS A. Under the terms of a commercial Second Revised Loan Application/Commitment dated March 29, 2005, as amended (the "2005 Commitment"), AEGON USA Realty Advisors, Inc. ("AEGON"), as agent for the Lender, agreed to fund a loan in the original principal amount of Fifty-four Million Dollars ($54,000,000) (the "Loan''). B. The Lender has funded the Loan in the principal amount ofFifty-four Million Dollars ($54,000,000) in accordance with the 2005 Commitment, and to evidence the Loan, One Island Square, LLC, a Washington limited liability company (the "Original Borrower"), executed and delivered to the Lender a certain Secured Promissory Note dated August 7, 2006 {the ''Note"), in the principal amount of $54,000,000. C. The Loan was secured by all of the Original Borrower's fee and leasehold interests in certain real property and by certain tangible and intangible personal property located in the City of Mercer Island, King County, Washington (the "Original Security"). D. Pursuant to the terms of a Revised Application/Commitment for Modification of AEGON Loan No. 89459, as modified by approval letter dated June 4, 2008 (the "2008 Commitment"), AEGON and the Borrower have agreed that, among other things (i) the Borrower shaH assume the Loan, (ii) the Note shall be modified to reflect a reduced principal amount of Forty-one Million Five Hundred Thousand Dollars ($41,500,000), (iii) the Original Security shall be released, and (iv) the Note shall be secured in part by that certain Deed of Trust, Security Agreement and Fixture Filing. dated as of the Effective Date and filed for record in the official r~ords of King County, Washington {together with any extensions, supplements, modifications, amendments, and consolidations thereof, collectively referred to herein as the "Deed of Trust''), and encumbering that certain land situated in the City of Renton, King County, Washington, described on Exhibit A attached hereto and incorporated herein (the "Land") and the Improvements (as defined below) located on the Land. The Land and the Improvements, collectively, are the "Real Property." Capitalized terms not defmed in this Assignment shall have the meanings set forth in the Deed of Trust. Bristol ll at Southport, Renton, Washington AEGON Loan No. 39459 M .Assignment Seattle-3423661.3 0027988-00543 -2· 20080707001034.003 E. The Lender has required the Borrower, as a condition to the modification and assumption of the Loan, to make the assignments and grant the rights set forth in this Assignment. F. The Lender desires to grant the Borrower a conditional license to collect and use the income derived from the Real Property and to take certain leasing actions in the ordinary course of business. 2. DEFINITIONS "Borrower Affiliate" means an entity that is controlled by, or is under common control with, the Borrower. "Business Day" means any day when state and federal banks are open for business in Cedar Rapids, Iowa. "Default" shall have the definition set forth in the Deed of Trust. "Fixtures" shall have the definition set forth in the Deed of Trust. "Improvements" shall have the definition set forth in the Deed of Trust. "Key Lease" means any Lease to a commercial tenant. "!.&~~f' means all of the Borrower's right, title and interest, now or in the future, under leases or other agreements, written or oral, conferring any tenancy or right to occupy, possess or use any portion of the Real Property (together with all extensions, renewals and modifications of Leases), all guaranties of or letters of credit securing the tenants' performance of obligations under Leases, the Borrower's interest in any further leases, subleases, lettings or agreements (including subleases and tenancies following attornment) upon or covering use or occupancy of all or any part of the Real Property, and all other agreements conferring any right to collect Rents, including the Borrower's rights to cancel, modify, terminate, or accept the surrender of the Leases, to remove and evict the tenants under any Lease, or to increase or reduce Rents. "Leasing Actions" means all executions, modifications, terminations, and extensions of Leases, all grants of purchase options or rights of first refusal, and all other actions taken by the Borrower in exercising its rights as landlord under the Leases. "Loan Documents" means all documents evidencing the Lean or delivered in connection with the acceptance and assumption of the Loan, with the exception of the Environmental Indemnity Agreement entered into as of the Effective Date in support of the Loan. "Managem,,nt Standard" means, with respect to the portion of the Improvements used as apartments, professional leasing and management in a manner that is consistent with good commercial practice for institutional owners of first-class multifamily apartment projects. "Major Tenant Bankruptcy Event" means the bankruptcy, threatened bankruptcy, or insolvency (as reasonably determined by the Lender) of a tenant whose Lease demises more than fifty percent (50%) of the net leasable area of the Improvements, or whose Lease generates more than fifty percent (50%) of the gross rental income of the Real Property. Bristol U at Southport, Renton, Washington AEGON Loan No. 894S9 -Assignment Seattle--34236613 0027988-00543 -3- ;tUUl!U/U/UU1UM.UU4 "Material Key Lease LOC" means any letter of credit of which the Borrower is the beneficiary supporting the obligations of the related tenant under a Key Lease, if the amount of the letter of credit exceeds $540,000. "New Owner" means (a) the purchaser at a foreclosure or trustee's sale of the Real Property, whether the purchaser is the Lender or a third party, or (b) the grantee of a deed given in lieu of foreclosure. ''l:ll!fu;e" means a notice delivered in accordance with Section 20. "Obligations" means all of the obligations required to be performed under the terms and conditions of any of the Loan Documents by the Borrower or by any other person, except for obligations that are expressly stated to be unsecured under the terms of another Loan Document "Rents" means all rents, income, receipts, royalties, issues and profits and other benefits paid or payable for using, leasing, licensing, possessing, operating from or in, residing in, selling, mining, extracting minerals from, or otherwise enjoying the Real Property, whether presently existing or arising in the future, to which the Borrower may now or hereafter become entitled or may demand or claim, including security deposits, amounts drawn under letters of credit securing tenant obligations, minimum rents, additional rents, parking revenues, deficiency rents, termination payments, space conttaction payments, damages following default under a Lease, premiums payable by tenants upon their exercise of cancellation privileges, proceeds from lease guarantees, proceeds payable under any policy of insurance covering loss of rents resulting from untenantability caused by destruction or damage to the Real Property, all rights and claims of any kind which the Borrower has or may in the future have against the tenants under the Leases, lease guarantors, or any subtenants and other occupants of the Real Property; all proceeds of any sale of the Real Property in violation of the Loan Documents, any future award granted the Borrower in any court proceeding involving any tenant in any bankruptcy, insolvency, or reorganization proceedings in any state or federal court; and any and all payments made by any tenant in lieu ofrent. "Revocation Event" means a Default or a Major Tenant Bankruptcy Event. 3. ASSIGNMENT For value received, and as an inducement to the Lender to consent to the assumption and modification of the Loan for the benefit of the Borrower, the Borrower does hereby grant, bargain, sel~ transfer, set over, deliver, and absolutely, unconditionally and irrevocably assign unto the Lender the Leases and the Rents, to have and to hold the same unto the Lender and unto its successors and assigns, forever. This Assigrunent is made in support of the Loan and in support of the payment, observance, performance and discharge of all obligations, conditions, covenants, and warranties contained in the Deed of Trust and the other Loan Documents. This Assignment is and shall be primary and on parity with the lien on the real estate conveyed by the Deed of Trust. The Lender and the Borrower intend for this Assignment to be a present and absolute assignment of the Leases and the Rents. However, if future legislation shall provide, or a court of competent jurisdiction shall decree, that an assignment of leases and rents made in support of a commercial mortgage loan such as the Loan may not be absolute, then this Assigrunent Bristol II at Southport, Renton. Washington AEGON Loan No. 39459 -Assignment Seanl .. 3423661.3 0027988--00543 ... shall be deemed amended retroactively to the minimum extent necessary to achieve compliance with applicable legal requirements. 4. LICENSE TO COLLECT AND USE THE RENTS :lUUIIU fU(UU1 U;s4.00ij Toe Lender grants to the Borrower a conditional license, subject to the Lender's rights under Section 10 and Section 11 below, to collect the Rents, other than those Rents paid more than one (1) month in advance (except for the collection of the last month's rent, and a security deposit). Toe Borrower may use the Rents so collected for any lawful purpose which is consistent with the Borrower's ongoing performance of its obligations under the Loan Documents, provided (a) no Default then exists, and (b) the Borrower does not intend to cause, and has no reason to expect the occurrence of, any Default in respect of the Obligations due to be performed in the following calendar month. Any Rents excluded from the scope of this license shall be trust funds for the benefit of the Lender. The Lender may require that such Rents be deposited in a reserve fund to serve as additional security for the Loan, or to be used to benefit the Real Property, under such terms and conditions as the Lender may determine in the exercise of its sole and absolute discretion. 5. LICENSE TO TAKE CERTAIN LEASING ACTIONS 5.1 GRANT OF LICENSE The Lender grants to the Borrower a conditional license, subject to the Lender's rights under this Assigmnent, to take all Leasing Actions with respect to the Leases, provided such Leasing Actions are not excluded from the scope of the Borrower's license under Subsection 5.2 and are taken in strict compliance with the requirements of this Section and are necessary for the management of the Real Property according to the Management Standard. Toe Lender further grants to the Borrower a license, before the occurrence of a Revocation Event and subject to the Lender's rights under Sections 10 and 11 below, to exercise the rights of the landlord under any Lease, short of the landlord's right to terminate any Key Lease, with respect to the failure of the tenant timely to pay Rent. 5.2 EXCLUDED LEASING ACTIONS (a) Excluded Li,asing Actions in Respect of Leases other than Key Leases The license granted by the Lender under this Section does not extend to the acceptance of any space contraction payment, any tennination payment, or any Rent delivered more than one (I) month in advance of the related period ( other than a security deposit), to the grant of any option to purchase any part of the Real Property or of first refusal, or to any Leasing Action that results in a Lease or Leases: (i) with respect to that portion of the lmprovements used as residential apartments, that is not a Lease of an apartment unit in the ordinary course of business; Bristol II et Southport. Renton, Wll$hington -5- AEGON Loan No. 89459 -Assignment Seattle-3423661.3 0027988-00543 20080707001034.006 (ii) of more than ten percent (10%) of the residential apartments on the Land to a Borrower Affiliate; (iii) at less than reasonable market rent during its original term or any extension period; (iv) granting the tenant ownership rights in any Fixtures; (v) except for collection of the last month's rent and security deposit concurrently with the execution of the Lease, providing for the payment of rent more than one (I) month in advance; (vi) that entails alterations to the structural elements of any Improvement or would materially involve the principal mechanical, electrical, or other building systems of any Improvement; or (vii) to a tenant whose intended use of the Improvements includes the operation of dry cleaning equipment that utilizes chlorinated solvents, uniess the Lender has given its written approval of a Compliance Plan/Haz.ardous Materials Operating Plan prepared by the proposed tenant, which approval the Lender shall not unreasonably withhold. (h) &eluded Leasing Actions in Respect of Key Leases The license granted by the Lender under this Section does not extend to any material Leasing Action in respect of a Key Lease. The following Leasing Actions shall be conclusively deemed to be "material" for purposes of this subparagraph: (i) entering into any new Key Lease or terminating any Key Lease; (ii) amending or waiving any economic term of a Key Lease (including, without limitation, any term relating to landlord financial obligations, scheduled rent, expense reimbursements, security deposits, letters of credit, parties liable for rent or other payments, termination rights or payments, expansion or extension options, purchase options, rights of first refusal, guarantors, indemnitors, or the lease term); (iii) exercising any right to draw under any Material Key Lease LOC; or (iv) amending or walving any term of a Key Lease that provides rights or protections to any holder of a deed of trust on the Real Property. 5.3 FuTuRE LEASES (A) RESIDENTIAL LEASES AU new Leases entered into by the Borrower for the leasing of residential apartments pursuant to the license granted in this Section shall be (a) except as stated in Section 5.2{a)(ii) hereof, to an unaffiliated tenant, (b) in the form previously approved by Lender in writing ( or such other form as the Lender shall have approved in writing from time to time), without material deviation, and (c) at a reasonable market rental rate. Bristol 11 et Southp(lrt, Renton, Washington AEGON Loan No. 89459 • Assignment Seattlo-3423661.3 0027988-00543 -6- 20080707001034.007 (B) NON-RESIDENTIAL LEASES All other new Leases entered into by the Borrower pursuant to the license granted in this Section shall contain provisions that: (i) obligate the tenant, in the event of foreclosure, to attorn to the New Owner as successor landlord under the related Lease; (ii) grant the Lender the right to subordinate the lien of the Deed of Trust to the Lease by filing a notice of subordination with the County Recorder of King County at any time before the Lender conducts a foreclosure sale pursuant to the Deed of Trust; (iii) obligate the tenant under a Lease to which the lien of the Deed of Trust has been so subordinated to attorn to a New Owner; (iv) relieve the New Owner from responsibility for accrued liabilities of the landlord under the terms of a Lease; (v) relieve the New Owner from the obligation to cure existing defaults, other than defaults of a continuing nature of which the Lender has received Notice, and in respect of which tenant has afforded the Lender a reasonable cure period following such Notice; (vi) relieve the New Owner from the obligation to return any security deposit not actually received by the Lender or the other New Owner; (vii) provide that the New Owner shall not be bound by Rents paid more than one (I) month in advance, or by Leasing Actions taken by the landlord, unless such Rents have been paid, or such Leasing Actions have been taken, in compliance with the terms of this Assignment; (viii) provide that the tenant shall provide the Lender with Notice of landlord default and a reasonable opportunity to cure the default before exercising any right to terminate the Lease; (ix) provide that the tenant is obligated to repair any damages incidental to the removal of trade f!X!Ures, office furniture or office equipment owned by the tenant; and (x) provide that the tenant shall be authorized to pay Rent to the Lender upon notice from the Lender that the Borrower's license to collect the Rents has been revoked. 6. LENDER'S APPROVAL OF LEASING ACTIONS All Leasing Actions that the Borrower is not expressly licensed to take under Section 5 require the Lender's advance written approval. The Borrower shall request such approval in writing, presenting the terms of the proposed Leasing Action in summary form. The request shall be accompanied by (i) a copy of the form oflease, lease amendment, or other written instrument that is to effect the proposed Leasing Action, (ii) any financial materials (such as credit reports, tenant financial statements, or retail tenant sales information) used by the Borrower in Bristol II at Southport. Renton, Washington AEGON Loan No. 89459 -Assignment Seottle-3423SSI.J 0027988.00543 .7. 20080707001034.008 aniving at its decision to take the proposed Leasing Action, and (iii) if the Lender's approval is being sought under Subsection 5.2(a)Cviil, the proposed tenant's Compliance Plan/Hazardous Materials Operating Plan. The Lender may within ten (JO) Business Days of its receipt of the Borrower's request, and in the exercise of its reasonable discretion, request any additional documentation required to pennit its analysis of the proposed Leasing Action. Unless the Lender declines a request for its approval of a Leasing Action by Notice within ten (10) Business Days of its receipt, together with all documentation required under this Section, the Lender shall be deemed to have approved the request. 7. BORROWER'S REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants as follows: 7.1 THE BORROWER'S ExCLUSIVE RIGID TO AsSIGN The Borrower is the owner in fee simple absolute of the Real Property, has good title to the Leases and Rents and has good right to assign them to Lender. No other natural or legal person has any right, title or interest to the Borrower's interest in the Leases and Rents. 7.2 NOLANDWRDDEFAULTS The Borrower has duly and punctually performed all of the landlord's obligations, covenants, conditions and warranties under the terms of the Leases. 7.3 NOT&NANTDEFAULTS To the Borrower's best knowledge as a duly diligent property owner, no tenant under a Lease is in material default in the performance of its terms, except as disclosed in the estoppel certificates delivered to the Lender in connection with the Loan, an aged receivables/delinquency report delivered by the Borrower to the Lender in connection with the Loan, or an exhibit to the Borrower's Closing Certificate of even date herewith from the Borrower to the Lender. 7.4 No PREVIOUS AsSIGNMENT IN FORCE The Borrower has not previously sold, assigned, transferred, mortgaged, or pledged the Leases or the Rents except under documents that have been discharged and released in full. 7.5 STATUS OF LEA.SES The Leases delivered to the Lender in connection with the closing of the Loan are valid, unmodified (except pursuant to modifications that have been delivered to the Lender) and are in full force and effect. 7.6 STATUSOFFurlJRERENTS No Rent that will accrue under a Lease has been waived, released, discounted, set off or otherwise discharged or compromised. Bristol II at Southport, Renton, Washington AEGON Loan No. 89459 -Assignment Seanle-3423661.3 0027988-00543 -8- 20050707001034.009 7.7 NO RENT RECEIVED lN ADVANCE The Borrower has not received any funds or deposits from the tenant under any Lease in excess of one (I) month's Rent, other than security deposits or advance rents in respect of periods of the rental term that have elapsed. 8. BORROWER'S COVENANTS 8.1 PERFORMANCE OF OBLIGATIONS The Borrower shall observe, perform and discharge, duly and punctually, the Borrower's obligations, covenants, conditions and warranties under the terms of the Note, the Deed of Trust, this Assignment, the other Loan Documents, and the Leases. 8.2 TENANT PERFORMANCE The Borrower shall use commercially reasonable efforts to cause the tenants under the Leases to perform their obligations under the Leases. 8.3 LEASING ACTIONS The Borrower shall take no Leasing Action without the Lender's advance written approval, except as expressly permitted under the license granted to the Borrower under Section 5 of this Assignment. 8.4 DOCUMENTATION OF LEASING ACTIONS REQUIRING LENDER'S APPROVAL The Borrower shall, promptly upon execution, send the Lender final documentation evidencing any Leasing Action requiring Lender's approval. 8.5 QUARTERLY DELIVERY OF LEASE DOCUMENTS With respect to non-residential Leases, the Borrower shall deliver to the Lender, no later than thirty (30) days after the end of each calendar quarter, complete documentation evidencing those Leasing Actions taken by the Borrower pursuant to its license during the preceding calendar quarter, including copies of new Leases and of all modifications, waivers or extensions. With respect to residential Leases, the Borrower shall deliver to the Lender, no later than thirty (30) days after the end of each calendar quarter, the most current rent rolls and operating statements of the Real Property. The Borrower shall certify to the Lender that all such Leasing Actions have been taken in compliance with the terms of this Assignment. 8.6 ACTIONS AND PROCEEDINGS The BoITOwer shall appear in and defend any action or proceeding arising under, or connected with the Leases or the obligations, duties or liabilities of the Borrower and the tenants under the Leases. Bristol II at Southport, Ren1on. Wa:,hington AEGON Loan No. :89459 -Assignment Seattle-'.!423661.3 0027988-00543 -9- 20080707001034.010 8.7 Fl.JRTHERASSURANCES The Borrower shall execute and deliver to the Lender from time to time such further assignments and instruments as the Lender reasonably may request in order to effectuate the intent of this Assignment. 8.8 NOTICESOFLANDLORDDEFAULT If the Borrower receives any written notice from any tenant asserting a material default by the landlord under a Lease, or advising the Borrower that a condition exists which may become a material default with the passage of time, the Borrower shall send a copy or memorandum of the notice to the Lender. 8.9 NOTICETOTENANTS The Borrower agrees upon written request of the Lender folJowing a Revocation Event, to notify the tenants under the Leases of this Assignment, to direct them in writing to send the Lender, simultaneously, copies of all notices of default that they serve on the Borrower, and to direct them, at the Lender's request, to pay all future Rent directly to the Lender. The Rents and copies of such notices shall be sent to the Lender at such address as is specified by the Lender to tenants from time to time. 8.10 FuTlJRE Ass!GNMENTS The Borrower shall not create or permit any lien, charge, or encumbrance of the Leases or of the Rents, and shall not pledge, transfer, or otherwise assign the Leases or the Rents unless at the Lender's request, or unless otherwise agreed to by the Lender in writing. 8.11 CONSENT TO AsSIGNMENT OF TENANTS' INTERESTS The Borrower shall consent to neither an assignment of the tenant's interest in any Lease nor to any tenant's subletting all or any portion of the Real Property leased by it except to the extent such consent expressly may be required by the terms and conditions of Leases. 8.12 GENERAL SERVICE ADMINISTRATION LEASES If at any time the Borrower shall execute any Lease with the General Services Administration or any other federal agency, the Borrower shall immediately (i) cause all of the conditions and provisions of the federal Assignment of Claims Act and the Assignment of Contracts Act to be complied with in full as additional security for the Obligations, and (ii) provide the Lender with the name, address and telephone number of the contracting officer and of the disbursement officer associated with such Lease. 9. NOTICE TO FUTURE TENANTS CONCERNING ATIORNMENT By occupying any part of the Real Property under a Lease, each future tenan~ at the option of the Lender or another New Owner, shall be deemed to have agreed to attom to the New Bristol ll at: Southport, Renton, Washington AEGON Loan No. 894.S9 ~ Assignmen1 Seattle-3423661.3 0027988-00543 .]Q. 20080707001034.011 Owner as successor landlord, subject to the Lender's or New Owner's agreement not to disturb such tenant under its Lease so long as tenant is not in default thereunder. The recording of this Assignment is intended to impart notice to all future tenants of the foregoing provision of this Assignment. If the new Lease has been entered into in accordance with the terms of the license granted to the Borrower in this Assignment, the New Owner shall accept the tenant's attomment and shall recognize the Lease as a direct lease between the New Owner and the tenant. 10. LENDER'S RIGHTS UPON DEFAULT I 0.1 REVOCATION OF LICENSES Upon Default, the Lender may by Notice to the Borrower immediately terminate the Borrower's licenses under either or both of Sections 4 and 5 of this Assignment, regardless of whether the Real Property or any other collateral adequately secures the Loan's eventual repayment Upon the termination of the Borrower's license under Section 4, the Borrower shall immediately deliver to the Lender all Rents then in the Borrower's possession, and all Rents then due or accruing thereafter shall be payable by tenants directly to the Lender. This Assignment shall constitute a direction to and full authority to any tenant of the Real Property, upon the Lender's written request, to pay all Rents to the Lender, without requiring the Lender to prove to the tenant the existence of Default. The Borrower agrees to deliver immediately 10 the Lender any Rents received by the Borrower after the revocation of the Borrower's license Wider Section 4, and at the Lender's written request, shall execute such further assignments to the Lender of any Lease as the Lender may in its sole judgment request. This Assignment is given in connection with the Loan and in support of the performance of the Borrower's Obligations, and nothing herein contained shall be construed as (a) constituting the Lender a "mortgagee-in-possession" of the Real Property, or (b) an assumption by the Lender of the Borrower's obligations as landlord under the Leases. I 0.2 APPUCATION OF RENTS The Lender shall apply Rents it collects as follows: (i) first, tc the payment oflate and other charges, if any, due and payable under the Loan Documents; (ii) second, to the repayment of any sums advanced by the Lender for the payment of any insurance premiums, taxes, assessments or other impositions or charges against the Real Property; (iii) third, to the payment of any other sums due from the Borrower to the Lender pursuant to the Loan Documents ( other than the amounts described in clauses (v) and (vi) below); (iv) fourth, to the payment of any obligations of the Borrower under the Environmental Indemnity Agreement; (v) fifth, to the payment of interest and principal then due under the Note; (vi) sixth, to the establishment and maintenance of an impound account for the payment of impositions on the Real Property in accordance with the Loan Documents; (vii) seventh, to the payment to unaffiliated third parties of ordinary expenses incurred in connection with operation of the Real Property, including reasonable and custcmary third-party management fees not exceeding four percent (4%) of effective gross income; (viii) eighth, to establish a fund to be held by the Lender in its general account, without interest, as additional security for the Loan pending the cure of all Curable Non-Monetary Defaults of which Bristol II at Southport, Renton, Washington AEGON Loan No. 89459 -Assignment Se.attle-342366] .3 00279.88-00543 -11- 20080707001034.012 the Lender has provided Notice to the Borrower, and to be disbursed by the Lender in its reasonable discretion to pennit such Curable Non-Monetary Defaults to be cured; and (ix) ninth, after the cure of all Defaults, and only thereafter, the balance of the Rents shall be distributed to the Borrower or to the order of the Borrower. 10.3 NO ACCORD AND SATISFACTION OR WAIVER The Borrower agrees that the Lender's exercise of its rights under this Section shall give rise to neither (a) an accord and satisfaction with respect to any obligation not fully perfonned by the Borrower or completely satisfied through the application of Rents by the Lender, nor (b) a waiver of any rights or remedies of the Lender. 10.4 DEFAULTINTEREST Default under this Assignment is a "Default" under the terms of the Deed of Trust. The Lender is therefore entitled, at its sole discretion, to elect for interest on the Loan to accrue at the Default Rate specified in the Note until the Default is cured. 10.5 REINSTATEMENT OF TIIE BORROWER'S LICENSES Upon the cure of all Defaults, the Lender may by Notice to the Borrower, reinstate the licenses of the Borrower under Sections 4 and 5 .1 of this Assignment. 10.6 ADDmONAL WASHINGTON REMEDIES The Borrower expressly agrees that the Lender shall have, in addition to all other rights and remedies set forth elsewhere in this Assignment, all the rights set forth in RCW 7.28.230 and related laws, statutes and cases (as amended, snpplemented or supplanted) regarding enforcement of assignments of rents and leases, or otherwise available under Washington law. 11. LENDER'S RIGHTS UPON OCCURRENCE OF A MAJOR TENANT BANKRUPTCY EVENT 11.1 REVOCATION OF LICENSES Upon the occurrence ofa Major Tenant Bankruptcy Event, the Borrower's license under Sections 4 and 5.1 shall automaticaily terminate, but, in the absence of Default, only as to the related Lease. 11.2 APPLICATION OF RENTS If a Major Tenant Bankruptcy Event occurs and no Default exists, and unless the related Lease has been rejected in bankruptcy, the Lender shall apply the Rents so received to any late charge or monthly payment then due and payable on the Loan, disbursing any excess amounts to the Borrower within ten (I 0) Business Days. If no such monthly payment is due and payable when such Rent is received, the Lender shail disburse such Rent to the Borrower, net of the amount of the next monthly payment, which amount shall be held by the Lender and applied to such payment Bristol II at Southport, Renton. Washington AEGON Loan No. 89459 . Assignment Seatt\1)-3423661.3 0027988-00543 -12· 20080707001034.013 when it is due. If a Default exists, any Rents received following a revocation under this Section of the license granted to the Borrower under Section 4 shall be applied in the order of priority described in Subsection 10.2. If no Default exists, but the related Lease has been rejected in bankruptcy, any amount received in respect of the related Lease shall be held in a reserve fund as described in Subsection I 0.2(viii) above, provided, however, that such funds shall be made available for approved leasing expenses and tenant improvements, and shall be released to the Borrower only when the space demised by the rejected Lease has been re-leased and occupied under an approved Lease. 11.3 REINSTATEMENT OF TIIE BORROWER'S LlCENSES If a Major Tenant Bankruptcy Event occurs and no Default exists, and either (a) a plan is confinned in the related tenant's bankruptcy and the plan does not materially modify the terms of the related Lease, or (b) the trustee or the debtor-in-possession assumes the relaled Lease under 11 U.S.C. §365, the Lender may, in its sole and absolute discretion, by Notice to the Borrower, reinstate, as to the related Lease, the license granted to the Borrower under Section 4 of this Assignment. 12. LENDER'S RIGHTS IN RESPECT OF MATERIAL KEY TENANT LOCS If a Material Key Lease LOC exists, and if the Borrower has the right to draw upon it, and if, in the Lender's reasonable detennination, the Loan-to-Value ratio after any related lease tennination will exceed sixty percent (60%), or if the debt service coverage ratio of the Loan is below 1.25 or may fall below 1.25 during the following two years, based on Leases remaining in force after any related lease termination and on scheduled tenant rollover, the Lender may, at its sole and absolute discretion, direct the Borrower to draw on the Material Key Lease LOC and to instruct the issuer to remit the proceeds directly to the Lender. Alternatively, the Lender may direct that the Borrower receive such proceeds and tum them over to the Lender. In the absence of Default, the Lender shall hold such proceeds in a reserve account to fund retenanting costs under approved Leases. If a Default exists and a right to draw exists under a Material Key Lease LOC, the Lender may, at its sole and absolute discretion, issue a direction as described above. If a Default exists, such proceeds shall be held by the Lender as additional security for the Loan, or applied as a payment in accordance with the Loan Documents. If the Lender issues a direction to the Borrower under this Section, the Borrower shall promptly comply with the direction. The Borrower acknowledges that any loss or waiver of draw rights resulting from the failure of the Borrower to comply with such a direction may constitute waste of the Real Property under the tenns of the Loan Documents, and that any use of the proceeds of any Material Key Lease LOC, except in compliance with this Section, shall constitute the misappropriation of such proceeds under the terms of the Loan Documents. 13. POWER OF ATTORNEY The Borrower appoints the Lender as its attorney-in-fact, coupled with an interest, with full power of substitution, in the name, place, and stead of the Borrower to do, while a Default exists, all things and to perfonn all acts with respect to the Leases and the Real Property Bristol II at Southport,. Renton, Washington AEGON Loan No. 89459 -Assignment Seattle-3423661.3 0027988-00543 -13- 20080707001034.014 authorized by the tenns of this Assignment, as the Lender may determine from time to time in its discretion. 14. WAIVER OF CLAIMS The Borrower waives any right, claim, or demand it may now or hereafter have against any tenant by reason of payment of Rents to the Lender at the Lender's request following a Revocation Event 15. LENDER NOT MORTGAGEE-IN-POSSESSION Acceptance by the Lender of this Assignment shall not, prior to entry upon and taking of possession of the Real Property by the Lender, be deemed or construed to constitute the Lender a mortgagee in possession of the Real Property, nor shall the Lender be deemed to have assumed, by accepting this Assignment, the landlord's obligations to any tenant. In particular, acceptance by Lender of this Assignment shall not obligate the Lender (a) to appear in orto defend any action or proceeding relating to the Leases or to the Real Property, (b) to perform any obligation as landlord under the Leases, (c) to pay any amount or to assume any future financial obligation of the landlord, including any obligation to pay to any tenant a security or other deposit not actually received by the Lender, or (d) to indemnify any tenant for any injury or damage to person or property sustained by any person or persons, finn or corporation in or about the Real Property. 16. WAIVER OF JURY TRIAL THE BORROWER AND THE LENDER WAIVE ANY RJGHT TO A TRJAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (A) UNDER THIS ASSIGNMENT OR ANY OTHER LOAN DOCUMENT, OR (B) ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WJTH THIS ASSIGNMENT, AND IT JS AGREED BY THE BORROWER AND BY THE LENDER THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRJED BEFORE A JUDGE AND NOT BEFORE A JURY. 17. CUMULATIVE REMEDIBS The Lender may take or release other security, may release any party primarily or secondarily liable for any Obligation, may grant extensions, renewals or indulgences with respect to such indebtedness, and may apply any other security therefor held by it to the satisfaction of such indebtedness without prtjudice to any of its rights hereunder. Nothing herein contained and no act or omission by the Lender pursuant to the powers and rights granted it herein shall be deemed to be a waiver by the Lender of its rights and remedies under any of the Loan Documents, or shall prejudice any of the rights and remedies possessed by the Lender under their terms. The right of the Lender to collect the Loan or additional Obligations may be exercised by the Lender prior to, simultaneously with, or subsequently to any action taken by the Lender under this Assignment Bristol JI at Southport, Renton. Washington AEGON Loan No. 89459 . Assigrunent Seaa.Je.:~-423661.3 0027988-00543 -14- 20080707001034.015 18. EXPENSES Any expenses incWTed by the Lender in exercising its remedies under this Assignment after the occWTence of a Revocation Event (including reasonable attorneys' fees and costs in enforcing or protecting this Assignment in any bankruptcy proceeding) shall constitute further indebtedness of the Borrower to the Lender and shall be immediately payable to the Lender, together with interest at the Default Rate specified in the Note. 19. INDEMNIFICATION The Borrower hereby agrees to indemnify, defend, and hold the Lender hannless from and against any and all liability, loss, damage or expense (unless such liability, loss, damage or expenses arises through the Lender's gross negligence or willful misconduct) which the Lender incurs under or by reason of this Assignment, or for any lawful action taken by the Lender hereunder, or by reason or in defense of any and all claims and demands whatsoever which may be asserted against the Lender arising out of the Leases, including. without limitation, any claim by any tenant of credit for Rent paid to and received by the Borrower, but not delivered to the Lender, for any period under any Leases more than one (1) month in advance of the due date thereof; and should the Lender incur any such liability, loss, damage or expense, the amount thereof (including reasonable attorneys' fees) with interest thereon at !he rate specified as the Default Rate in the Note shall be payable by the Borrower immediately upon demand, and shall be secured hereby and by the Deed of Tmst. 20. NOTICE 1n order for any demand, consent, approval or other communication to be effective under the terms of this Assignment, "Notice" must be provided under the terms of this Section. All Notices must be in writing. Notices may be (a) delivered by hand, (b) transmitted by facsimile (with a duplicate copy sent by first class mail, postage prepaid), (c) sent by certified or registered mail, postage prepaid, return receipt requested, or ( d) sent by reputable overnight courier service, delivery charges prepaid. Notices shall be addressed as set forth below: If to the Lender: Monumental Life Insurance Company c/o AEGON USA Realty Advisors, Inc. 4333 Edgewood Road, N.E. Cedar Rapids, Iowa 52499-5443 Attn: Mortgage Loan Department Reference: Loan #89459 Fax Number: (319) 355-2277 Bristol II at Southport. Renton. Washington AEGON Loan No. 89459 -Assignment Seattle-3423661.3 00279&8-00543 -15, If to the Borrower: Building C at Southport, LLC 1083 Lake Washington Blvd. North, Suite 50 Renton, Washington 98056 Attn: Michael Christ or Lisa Collins Fax Number: (425) 282-5838 with a copy to: Alston, Courtnage & Bassetti LLP I 000 Second Avenue, Suite 3900 Seattle, Washington 98104-1045 Attn: Thomas W. Read Fax Number: (206) 623-1752 20060707001034.016 Notices delivered by hand or by overnight courier shall be deemed given when actually received or when refused by their intended recipient Notices sent by facsimile will be deemed delivered when a legible copy has been received (provided receipt has been verified by telephone confirmation or one of the other permitted means of giving Notices under this Section). Mailed Notices shall be deemed given on the date of the first attempted delivery (whether or not actually received). Either the Lender or the Borrower may change its address for Notice by giving at least fifteen (15) Business Days' prior Notice of such change to the other party. 21. SUCCESSORS AND ASSIGNS The terms, covenants, conditions and warranties contained herein and the powers granted hereby shall run with the land, shall inure to the benefit of and bind the parties hereto and their respective heirs, executors, administrators, successors and assigns, and all tenants, sub-tenants and assigns of same, and all occupants and subsequent owners of the Real Property. 22, CHOICE OF LAW This Assignment shall be construed and enforced according to, and governed by, the laws of Washington without reference to conflicts oflaws provisions which, but for this provision, would require the application of the law of any other jurisdiction. 23. JOINT AND SEVERAL LIABILITY If there is more than one individual or entity executing this Assignment as the Borrower, liability of such individuals and entities under this Assignment shall be joint and several. 24. TIME OF ESSENCE Time shall be of the essence in the Borrower's performance of its obligations under this Assignment. Bristol II at Southport, Renton, Washington AEGON Loan No. &9459 -Assignment SeattJe-3423661.3 0027988-00543 -16- 200110707001034.017 25. SEVERABILITY In the event that any one or more of the provisions of this Assignment shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part, or in any respect, or in the event that any one or more of the provisions of this Assignment shall operate, or would prospectively operate, to invalidate this Assignment, then, and in any such event, such provision or provisions only shall be deemed to be null and void and ofno force or effect, and shall not affect any other provision of this Assignment which other provisions shall remain operative and in full force and effect and shall in no way be affected, prejudiced or disturbed thereby. 26. AMENDMENT This Assignment may be amended, revised, waived, discharged, released or terminated only by a written instrument or instruments executed by the party against which enforcement of the amendment, revision, waiver, discharge, release or termination is asserted. Any alleged amendment, revision, waiver, discharge, release or termination that is not so documented shall be null and void. 27. VARIATION IN PRONOUNS All the terms and words used in this Assignment, regardless of the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context or sense of this Assignment or any paragraph or clause herein may require, the same as if such word had been fully and properly written in the correct number and gender. 28. CAPTIONS The section titles or captions contained in this Assignment are for convenience only and shall not be deemed to def me, limit or otherwise modify the scope or intent of this Assignment. 29. COUNTERPARTS This Assignment may be executed in one or more counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same agreement. 30. TERMINATION Upon discharge of record of the Deed of Trust and payment in full of all monetary obligations under the Note, this Assignment shall terminate without the need for any separate instrument of discharge; provided that if the Borrower requests a termination in recordable form, the Lender shall provide one, at the Borrower's expense. (Signatwes follow on next page) Bristol II at Southport, Renton. Washington AEGON Loan No. 89459 -Assignment Seattle-3423661.3 0027988-00543 -17- 20080707001034.018 IN WITNESS WHEREOF, the Borrower has caused this Absolute Assignment of Leases and Rents to be duly executed as of the Effective Date. Bristol II et Southport,. Renton. Washington AEGON Loan No. 894S9 -Assignment Seattle-3423661.3 0027988-00S43 BORROWER: BUILDING CAT SOUTIIPORT, LLC, a Washington limited liability company By: Seco Development, Inc., a Washington corporation, Its Manager By: JSLAND LLC, a Washington limited liability company By: Building C at Southport, LLC, a Washington limited liability company Its Special Purpose Manager By: Seco Development, Inc., a Washington corporation, Its ~anager By~, ~l P. nst,President -18- STATE OF WASHINGTON COUNTY OF KING ) )ss. ) 20080707001034.019 On this ~y of July, 2008, before me personally appeared Michael P. Christ, to me known to be the President of Seco Development, Inc., a Washington corporation and the Manager of BUILDING C AT SOUTHPORT, LLC, the Washington limited liability company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation and company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument on behalf of said corporation and said corporation was authorized to do so on behalf of said company . .... , ... ,,\\\\\\\ I 11, IN WITNESS, <,,,hereunto set my hand and affixed my official seal the day and year fi ·'14b !l.'>o'"""'-'111 'lz 1rst above '!'I' N" _ 0~11 "'6i''1,, ~ ~ ~ -~ ",fj"' -"PJt, .... .,_ :: "' :'11 o1AI!.; 'lo~,. ~ ~ -...-. ;-• ~ ~ ., s· ;; w,o . . i.·:ae:::; ignat ;. b ~, / '" -~ ~ ( . / -::: ~~ ~ E O: Name : ~ ~ \ ":,~111 Ri,~;,~"'''"'-~~ .£'-of Washington, residing at 111 11 ~ OF W~S ,,,-My appointment expires:._"'·-.P.iw<<q.---- 11 \\\\\"'''''' STATE OF WASHINGTON ) )ss. COUNTY OF KING ) On this ~y of July, 2008, before me personally appeared Michael P. Christ, to me known to be the President of Seco Development, Inc., a Washington corporation and the Manager of Building Cat Southport, LLC, a Washington limited liability company and the Special Purpose Manager of JSLAND LLC, the Washington limited liability company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation and companies, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument on behalf of said corporation and companies. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. · d ,,-;;}i.i:'po"1,1,, s· t~ ~~- --~" """'" ~ 111 1gna . ~ -....,...,,q,..._ / .::"'~ $-$"'s10N ~!•,,,, '),, 'i,. Name ( tc =.jZJ121£ U't7l'-fff 3 ,~f:if,o1 A~;. ?i>..,\i ~ NOTARYPUBLICinandfor~~S -.a.w-o "I;" a,~ ~ fW hi 'di :;: -,~u -, -1 :: o as ngton, res1 ng at~ ~ t "1, ,."' ff ! :: My appointment expires:._,;;_#--~"""c,<----~ ~\, 0 B r;J:a ... ff J.;.. _: /.1 y 11,,, 5. 2 5 .. ~.s-.. C> = ff )'-~ hLl\\\''"'''" J.~ ..:;:-. ,.,,, OF wr>.sv ......... ... ,1, .,"' ... .... · IHn,,' Bristol II at Southport, Renton, Washington AEGON Loan No. 89459 -Assignment Seattle-:3423661.3 0027988-00543 -19- EXHIBIT A Legal Description: PARCEL A: LOT 3 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASJ:flNGTON. PARCELB: 20080707001034.020 EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN INSTRUMENTS RECORDED JULY 11, 1967 AND MARCH 14, 1968 UNDER RECORDING NOS. 6201855 AND 6317510, lN KING COUNTY, WASHINGTON. PARCELC: AN EASEMENT FOR A 10 INCH DIAMETER SANITARY SEWER LINE AS DESCRIBED IN AND DISCLOSED BY RECORDING NO. 20010629002927. APN: 082305-9055-05 Bristol If at Southport,. Renlon, Washington AEGON Loan No. 89459 ~ Assignment Seattlo-3423661 .3 00279.88.00543 -20- After Recording, Return to: David H. Rockwell STOEL RIVES LLP 600 University Street, Suite 3600 Seattle, WA 98101-4109 Loan No. 89459 ~~je1"~'li?: CONS 143.00 07/07/20118 12·38 KING COUNTY , WI ----------~--SP ACE ABOVE LINE FOR RECORD.1£In> UM, v"~' CONSENT TO TRANSFER AND LOAN ASSUMPTION AND MODIFICATION AGREEMENT 20080707001035.001 (King County, Washington) JJ c~~ 3 l/t:i&/-W!tr 1ST AM@ GRANTORS: GRANTEE: ABBREVJA TED LEGAL DESCRIPTION: ASSESSOR'S TAX PARCEL NUMBER: Seattle-3423390.4 0027988-005<13 BUILDING CAT SOUTHPORT, LLC JSLANDLLC ONE ISLAND SQUARE, LLC CHRIST, MICHAEL P. MONUMENTAL LIFE INSURANCE COMPANY Lot 3, SP No. LUA-99-134-SHLP, Rec. 20000131900006 Complete legal description is on Exhibit A of this document 082305-9055-05 -1- Loan No. 89459 CONSENT TO 1RANSFER AND LOAN ASSUMPTION AND MODIFICATION AGREEMENT 20080707001035.002 TIIlS CONSENT TO 1RANSFER AND LOAN ASSUMfJ,$.N AND MODIFICATION AGREEMENT (this "Agreement'') is made and entered into this day of July, 2008, by and among ONE ISLAND SQUARE, LLC, a Washington limited liability company (the "Original Borrower''), MICHAEL P. CHRIST, a manied man as to his separate estate (the "Guarantor''), BUILDING C AT SOUTIIPORT, LLC, a Washington limited liability company ("Southport") and JSLAND LLC, a Washington limited liability company ("JSLAND''), as tenants in common (Southport and JSLAND being hereinafter collectively referred to as the "Assuming Borrower"), and MONUMENTAL LIFE INSURANCE COMPANY, an Iowa corporation, its affiliates, successors and assigns (the "Lender''). RECITALS A. To evidence a certain loan (the "Loan"), the Original Borrower has heretofore executed and delivered to Lender its Secured Promissory Note dated August 7, 2006, in the original principal amount of Fifty-four Million Dollars ($54,000,000) (the "Note''), which Note was accompanied, guaranteed or secured by a deed of trust, assignment of leases and rents, environmental indemnity, payment guarantee and carveout guarantee of even date therewith (the "Original Loan Documents"). As of the date this Agreement is recorded (the "Oosing Date"), the Note is secured or guaranteed by (i) a Deed of Trust, Security Agreement and Fixture Filing of even date herewith granted by the Ass~ng, Borrower recorded in the Official Records of King County, Washington, as Document No.£0N4 Z,ztii,/oJ, (the "Deed of Trust"), encumbering certain real property (the "Real Property'') located in said County and State, as more particularly described in Exhibit A attached hereto and certain personal property as more particularly described therein (collectively, the "Property"); (ii) an Absolute Assignment of Leases and Rents of even date herewith (the ''Rent Assignment'') recorded in said County and State as Document No. 2tX).io101aa@3Yin which the leases of and rents derived from any portion or all of the Property are assigned to Lender; (iii) a UCC-1 financing statement filed with the Washington Department of Licensing Office (the "Financing Statement"); (iv) a Carveout Guarantee and Indemnity Agreement of even date herewith, executed by the Guarantor (the "Carveout Gnarauty"), and (v) a Payment Guarantee of even date herewith executed by the Guarantor (the "Payment Guarantee"). The Note, Deed of Trust, Rent Assignment, Carveout Guaranty, Payment Guarantee and all other agreements, lease subordination and nondisturbance agreements, certificates and environmental and other indemnities, including the Environmental Indemnity Agreement of even date herewith executed by the Assuming Borrower and the Guarantor (the "Environmental Indemnity"), executed in connection with the Loan are hereinafter collectively referred to as the "Loan Documents," and the Deed of Trust, Rent Assignment and any other documents executed to secure the Loan are collectively referred to as the "Security Documents." -2- Seaule-3423390.4 0027988-00543 20080707001035.003 B. Pursuant to the terms of that certain Revised Application/Commitment for Modification of AEGON Loan No. 89459 (the "Commitment"), the Assuming Borrower desires to assume lhe Loan and grant to Lender all of the Assuming Borrower's existing and after-acquired interests in the Property, as more particularly described in the Deed of Trust. C. The Original Borrower and Assuming Borrower have requested the Lender's consent to the assumption of the Loan by Asswning Borrower, the modification of the Note as provided for herein and the pledge by Assuming Borrower of the Property as security for the Loan, and the Lender has agreed to afford such consent but only upon the tenns, covenants and conditions herein contained. NOW, TIIEREFORE, in consideration of the premises, lhe mutual covenants and agreements hereinafter set forth and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, it is agreed as follows: AGREEMENT I. Confirmation of Loan. As of the Closing Date, all of the Loan Docwnents are hereby confinned by the Assuming Borrower and the Guarantor as being in full force and effect and the Assuming Borrower and the Guarantor acknowledge that they have no defenses or offsets to any of their obligations lhereunder and that the Lender has performed all of its obligations to this date. The parties hereto confinn that following Lender's application to the Note balance of the Original Borrower's payment of the installment due on July I, 2008, the principal balance of the Loan was Fifty-two Million Seven Hundred Twenty Thousand Nine Hundred Fifty-seven and 75/100 Dollars ($52,720,957.75). 2. Lender's Consent. Subject to the satisfaction of all of the Closing Conditions referred to below and the terms of this Agreement, the Lender consents to the modification and assumption of the Loan by the Asswning Borrower. 3. Assuming Borrower's Assgmption. Each entity compnsmg the Assuming Borrower hereby jointly and severally asswnes and agrees to pay and perform all of the current and future obligations evidenced by the Loan Documents and this Agreement as and when due. The Assuming Borrower agrees with the Lender that this assumption specifically includes, without limitation, all of the covenants and indemnities regarding the Property and their duties to any tenants thereof as well as the obligation to repay the Loan. The Lender agrees that subject to the exceptions thereto stated in the Note, any limitations upon the personal liability of the Original Borrower stated in the Note shall also apply to and likewise I imit the personal liability of the Assuming Borrower. 4. Release of Origin~! Borrower and Guarantor. Upon the satisfaction of all of the Closing Conditions, and except for any obligations under the Original Loan Documents that become due prior to or arise out of the circwnstances or conditions existing as of the Closing Date, and except for any criminal or tortious conduct, intentional misrepresentations or fraud, or liability under the envirorunental indemnity granted for the Loan as originally secured, the Original -3- Seattle-3423390.4 0027988-00543 20080707001035.004 Borrower and the Guarantor shall automatically be released from any further liability under the Original Loan Documents; provided, however, this release shall not extend to Guarantor's liability under the original payment guarantee of the Loan to the extent such liability is continued under the Payment Guarantee. The Original Borrower hereby acknowledges and affinns its continuing liability under the Original Loan Documents for all obligations thereunder that arose, became due prior to or arise out of circumstances or conditions existing as of the Closing Date. 5. Release of Lender. As part of the consideration for this Agreement, the Original Borrower, the Guarantor and the Assuming Borrower hereby each acknowledge that they have no claims against the Lender in connection with the Loan and release the Lender from, and covenant not to bring any suit against the Lender for, any such clalm based on any facts existing prior to the Closing Date. 6. Security. The Security Documents secure the entire principal and interest of the Note, the other obligations stated in the Security Documents, and the Expense Reimbursements referred to below. The Assuming Borrower hereby grants to the Lender as additional security for the Loan a security interest in all of their personal property and intangible property, and the proceeds thereof, which are or hereafter become located upon, derived from or used in connection with the Real Property and all replacements, accessions and additions thereto and proceeds thereof as described in the Deed of Trust. Said security interest and the Lender's rights with respect thereto shall be governed by the tenns of the Deed of Trust, which for such purpose are incorporated herein by this reference, and shall be perfected by the Financing Statement. 7. Substitution Fee. As additional consideration for this Agreement, the Original Borrower shall pay to Lender, or cause to be paid to Lender, a substitution fee (the "Substitution Fee") in the amount of Eight Hundred Thirty Thousand Dollars ($830,000). The Substitution Fee shall be due and payable at the closing of the modification and assumption of the Loan, is nonrefundable and is in addition to all other amounts evidenced by this Agreement and all of the other Loan Documents. 8. follows: Modification of Note. As of the Closing Date, the Note is hereby modified as 8.1 Reduction of Loan Amount. On the Closing Date, the Original Borrower shall make a principal payment (the "Principal Paydown") towards the outstanding principal balance of the Note, together with the applicable prepayment premium (the "Prepayment Premium") calculated as provided for in the Note, such that the outstanding principal balance of the Loan equals Forty-one Million Five Hundred Thousand Dollars ($41,500,000). As a result of such payment, the Note is hereby modified to decrease the principal amount thereof to $41,500,000. The Note as modified herein shall continue to bear interest at the rate provided for therein, be secured by the Security Documents and be guaranteed by the Carveout Guaranty and Payment Guarantee. 8.2 Payment Schedule. For payments due from and after the date of this Agreement, Section 2.2 of the Note is hereby revised as follows: Borrower shall pay to the order -4- Scattle-3423390.4 0027988-00543 20080707001035.005 of Lender (a) on August l, 2008, accrued interest on the outstanding principal balance of the Loan for the month of July, 2008, and (b) commencing on the first day of September, 2008, and continuing on the same day of each subsequent calendar month through August, 2021, monthly installments in the amount of Two Hundred Fifty-one Thousand Three Hundred Twenty-nine and 49/100 Dollars ($251,329.49) each. All of said payments shall be applied to interest, principal and other amounts payable in the manner stated in the Note. The entire remaining principal balance and all accrued interest thereon owed under Section 2.3 of the Note shall be due and payable on September I, 2021. 8.3 Additional Funding. 8.3.1 Quote Reguesa. On one occasion during the first five (5) years of the term of the Loan, the Borrower shall have the right to obtain from the Lender a quote (an "Additional Funding Quote") setting forth the terms under which the Lender would be willing to make an additional funding of the Loan (the "Additional Funding"). The Additional Funding shall mature on the maturity date of the Loan and shall have an amortization schedule equal to the then-remaining amortization schedule of the Loan. The amount of the Additional Funding shall be determined by the Borrower, provided, however that the Loan-to-value ratio of the Loan upon the completion of the Additional Funding shall not exceed sixty percent (60%), as determined using the appraisal procedures set forth in the Commitment, and the debt service coverage ratio of the Loan upon completion of the Additional Funding, as determined by the Lender, shall not be less than 1.20. The Lender shall be obligated to issue an Additional Funding Quote under this Section only if the Loan, as increased by the Additional Funding, would be consistent with the Lender's than current underwriting standards and practices for commercial mortgage Joans similar to the Loan in size and transaction structure, and secured by properties similar in type and asset quality to the Real Property. The interest rate · provisions of any Additional Funding Quote shall be consistent with the Lender's than current pricing for similar transactions. The Additional Funding Quote shall be conclusively presumed to meet the foregoing standard if it is not inconsistent with then-current institutional lending rates for mortgage loans similar to the Additional Funding. The Lender shall not be required to issue an Additional Funding Quote if any Default exists, or if any act, omission or circumstance exists, which, with the giving of notice or the passage of time, may result in Default. The Additional Funding Quote, if accepted by the Borrower, shall be subject to approval by the Lender's Investments Committee and shall be closed in accordance with the Lender's than current practices and procedures. 8.3.2 Underwriting Materials. The Borrower shall deliver to the Lender, at the time of its request for an Additional Funding Quote, a current rent rol~ operating statements, pro forma budget, financial statements of the Borrower and of any obliger under the Loan Documents, and any other materials reasonably requested by the Lender to permit its consideration of the Borrower's request (the "Underwriting Materials"). -5- Seattle-3423390.4 0027988-00543 8.3.3 Costs. The Borrower shall pay the Lender's out-of-pocket expenses in connection with the Additional Funding (the "AF Costs") and an administrative fee equal to .25% of the amount of the Additional Funding. 20080707001035.006 8.3 .4 Acceptance of Additional Funding Onote. If the Borrower desires to accept the Additional Funding Quote, the Borrower shall do so in writing. The Borrower's acaptance oftl!e Additional Funding Quote shall evidence tl!e Borrower's offer to close the Additional Funding at the agreed interest rate, term and amortization schedule. To secure its performance of this agreement and its obligation to pay the AF Costs, the Borrower shall deliver upon acceptance a fee of one and one-half percent (1.5%) of the amount of the Additional Funding (the "Additional Funding Application Fee"). 8.3.5 Tirning of Additional Funding. lftl!e Lender's Investments Committee approves the Additional Funding on the terms of the accepted Additional Funding Quote, the Lender shall advise the Borrower in writing of its acceptance, and tl!e Lender shall be obligated to carry out the Additional Funding, subject to the Additional Funding Closing Conditions (as defined below). The Lender shall use reasonable efforts to close the Additional Funding within forty- five (45) days of the Borrower's acceptance of the Additional Funding Quote, but shall not be obligated to close the Additional Funding earlier than thirty (30) days following tl!e Borrower's acceptance of the Additional Funding Quote and delivery oftl!e Additional Funding Application Fee. The Lender shall prepare the amendments to the Loan Documents that are necessary to evidence the Additional Funding, which shall include a blending of the interest rates applicable to tl!e original Loan and to the Additional Funding. The "Additional Funding Closing Conditions" are as follows: (i) tl!e Borrower shall have executed all documents required by Lender to evidence the Additional Funding; (ii) the Borrower shall have delivered an endorsement to Lender's title insurance policy increasing the applicable liability amount and bringing forward tl!e date of the policy and being otl!erwise satisfactory to Lender; (iii) the Borrower shall have delivered an estoppel certificate from all of the new tenants indicating no landlord defaults under the leases; and (iv) tl!e Borrower shall have paid all of Lender's out-of-pocket costs, including reasonable attorney's fees, associated with the Additional Funding and shall have complied witl! all otl!er reasonable requirements of Lender. 8.3.6 Fee Refunds. At the closing oftl!e Additional Funding, the Lender shall refund the Additional Funding Application Fee, net of AF Costs. After approval of the Additional Funding by tl!e Lender's Investments Committee, -6- Seattle-3423390.4 00279S8-00543 20080707001035.007 the Additional Funding Application Fee shall be nonrefundable unless the Lender defaults on its obligation to carry out the Additional Ftmding. The Borrower agrees that the Lender's actual damages in connection with the failure of the Additional Funding to close would be difficult or impossible to ascertain, and that the Additional Funding Application Fee represents a reasonable liquidated damages in connection with the failure of the Additional Funding to take place. 9. Recourse Obligptjons. Each person comprising Asswning Borrower shall be jointly and severally liable to Lender for any damages and losses suffered by Lender as a result of (a) the inability or failure of the Assuming Borrower to obtain or record a shared use agreement for a fitness center (the ''Use Agreement") approved by Lender and required by the Commitment for the Real Property and the adjoining real property to be referred to therein as "Bristol !", or (b) the absence of any agreement (the "Subordination Agreement") from the current holder of a deed of trust on the Bristol I property (the "Bristol I Deed of Trnst'') to recognize and be subject to the Use Agreement in the event of a trustee's sale or foreclosure of the Bristol I Deed of Trust or a conveyance in lieu thereof; provided, however, this section shall automatically become null and void at such time the Use Agreement and the Subordination Agreement have each been approved by Lender in writing and executed and recorded. 10. Expense Reimbursements. The Original Borrower shall reimburse the Lender upon demand for all title premiums, title search charges, escrow fees, documentaiy stamps, intangible taxes, recording fees and other costs, expenses and attorneys' fees incurred by the Lender in connection with this Agreement or the satisfaction of any of the Closing Conditions (the "Expense Reimbursements"), regardless of whether the assumption and modifications contemplated by this Agreement are consummated. 11. Conditions to Cosing. None of the Lender's consents or any of the modifications to the Loan evidenced by this Agreement shall be effective unless each of the following conditions (the "Closing Conditions") is satisfied on or before July 7, 2008, or such later date as the Lender may agree to in writing in its sole and absolute discretion: A. there exists no Default under the Loan or any of the Original Loan Documents, nor does any fact or circumstance exist which will become such a Default with the giving ofnotice or expiration of any applicable cure period; B. the continuing accuracy and completeness of all of the information provided to the Lender regarding the Property, the Assuming Borrower's assumption of the Loan and all documents, materials and representations made with respect to any of the foregoing; C. the Lender's receipt and approval of two copies of the ALTA survey of the Real Property certified to Lender; -7- Seanle-3423390.4 002798Hll54l 20080707001035.008 D. the Lender's receipt and approval of two copies of the environmental site assessment, reports, inspections and related studies of the Property; E. the Lender's receipt and approval of an MAI appraisal of the Property; F. the Lender's receipt of certificates of occupancy, zoning infonnation, leases, service contracts, property management agreements and any other docurnentation or reports required under the Closing Conditions attached to the Commitment in connection with the Property; G. the Lender's receipt of this Agreement without modification executed by the Original Borrower, the Guarantor and the Assuming Borrower; H. the Lender's receipt of the Loan Documents executed by the Assuming Borrower and the Guarantor, as applicable; I. the Lender's receipt of UCC searches on the Original Borrower and thi, Assuming Borrower which reflect no existing financing statements that would encumber any interests of such parties in any of the Property other than Lender's security interest; J. the Lender's receipt of original subordination, nondisturbance and attomment agreements and estoppels executed by the key tenants of the Property; K. the Lender's receipt of the fees set forth in the Commitment; L. the Lender's receipt of the Substitution Fee; M. the Lender's receipt of the Expense Reimbursements; N. the Lender's receipt of an ALTA extended coverage lender's title insurance policy on the Property insuring that the Assuming Borrower, as tenants in common, are the sole holders of fee title to the Property and that the Deed of Trust creates a valid and enforceable first lien aga]nst the Property, containing no special exceptions or references to statutory liens, survey matters or rights of persons in possession other than those previously approved in writing by Lender, and with such endorsements as Lender deems necessary; 0. the Lender's receipt of the Assuming Borrower's property and liability insurance certificates as required by the Deed of Trust; P. the Lender's receipt of all documentation evidencing the creation, structure and ownership of the Assuming Borrower, and authorization resolutions of any entity through which the authority of any signatory to the Loan Documents derives his or her authority to execute them on Assuming Borrower's behalf; -8- Seattle-3423390.4 0027988-00543 20080707001035.009 Q. the Lender's receipt of the Assuming Borrower's tenancy in common agreement in form and substance satisfactory to Lender; R. the Lender's receipt of the Assuming Borrowers' federal tax identification numbers, and address, telephone and facsimile numbers and primary contact person for notice purposes; S. the Lender's receipt of an opinion of legal counsel for the Assuming Borrower in form and substance satisfactory to Lender confirming, among other things, the due existence of the Assuming Borrower and valid execution of this Agreement, the absence of any judgments against or litigation or insolvency proceedings involving the Assuming Borrower, the absence of any conflict between this Agreement with any internal documents or third party contracts or agreements of the Assuming Borrower, and the enforceability of this Agreement against the Assuming Borrower; T. the Lender's receipt of Assuming Borrower's confirmation that it is under . the Legal Control (as defined in the Deed of Trust) ofMichael P. Christ; U. the Lender's receipt of the Principal Paydown and Prepayment Premium; V. the Lender's confirmation that all conditions contained in the Commitment have been complied with to Lender's satisfaction; and W. the satisfaction of such other conditions and requirements, the execution of such additional documents and the submission of such further information as may be reasonably be required by Lender. The Lender's consents in this Agreement and any other modifications to the Loan and Loan Documents evidenced hereby shall be deemed effective upon the recordation of a fully executed copy of this Agreement, the Deed of Trust and the Rent Assigrunent. Such recordation shall not, however, constitute a waiver of any then existing default or of any requirement to satisfy a Closing Condition that has not been met unless such waiver is evidenced by Lender's specific written agreement to that effect in each instance. Additionally, the Original Borrower and Guarantors acknowledge and agree that they shall remain liable for the Expense Reimbursements irrespective of whether any other Closing Condition is satisfied or the remainder of this Agreement becomes effective. 12. Consent Limited; No Waiver. The Lender's consent in this Agreement is limited to this transaction only, and this Agreement shall not constitute a waiver or modification of any terms, provisions or requirements of the Loan Documents in any respect except as herein specifically set forth or as otherwise expressly agreed to by the Lender in writing, including any conditions to or fees which may be imposed for any future transfer or conveyance of the Property or any interest in the Original Borrower or the Assuming Borrower or the assumption of the Loan. -9- Seattle.3423390.4 0027988-0J543 20080707001035.010 13. No Implied Modifications. Except as otherwise stated in this Agreement, nothing herein contained shall be considered as modifying, releasing, altering or affecting any of the tenns of the Note or the rights, benefits, duties or obligations of the parties thereto. 14. Attorneys• Fees. The prevailing party in any arbitration or litigation concerning this Agreement shall be entitled to be paid its court costs and reasonable attorneys' fees by the party against whom judgment is rendered, including such costs and fees as may be incurred on appeal. 15. Assignments Prohibited. This Agreement may not be assigned by the Original Borrower, the Guarantor or the Assuming Borrower in whole or in part, voluntarily or involuntarily (including a transfer to a receiver or bankruptcy estate), without the prior and express written consent of the Lender in each instance. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. 16. Time of Performance. Time is of the essence of each and every tenn, covenant and condition hereof. 17. Waiver of Jury Trial. Each of the parties hereto waives any rights to a trial by jury in any action or proceeding to enforce or defend any rights {a) under this Agreement or any of the Original Loan Documents or Loan Documents, or (b) arising from any lending relationship existing in connection with this Agreement or any of the Original Loan Documents or Loan Documents, and each of such parties agrees that any such action or proceeding shall be tried before a judge and not before a jury. 18. Construction. This Agreement shall be construed in accordance with the law of the State of Washington (excluding choice-<>f-law principles). The tenns of this Agreement have been mutually negotiated with each party having the opportunity to seek the advice of legal counsel and shall not be construed against any party. The headings in this Agreement are inserted solely for the purpose of convenience and shall not affect the interpretation of the provisions hereof. If any portion of this Agreement is held to be invalid by any court of competent jurisdiction, such ruling shall not affect the remaining terms hereof unless and to the extent it includes a specific determination that the fundamental purposes of this Agreement are thereby significantly impaired. The capitalized terms in this Agreement that are not otherwise defined herein shall have the meanings given to them in the Loan Documents. To the extent joint, the obligations of the Original Borrower and the Assuming Borrower are joint and several. All sums referred to in this Agreement shall be calculated by and payable in the lawful currency of the United States. The Assuming Borrower's obligations under this Agreement are secured by the Security Documents and any default under this Agreement shall constitute a default under the Loan Documents. 19. Entire Agreement. Except for the Commitment, the terms and conditions of which shall continue in full force and effect, this Agreement and the Loan Documents constitute the entire agreement and understanding of the parties hereto regarding the subject matter hereof, and no oral understandings, written agreements or representations exist which are in addition to or contradict or expand upon the tenns herein set forth. No amendments, variations, waivers, -10- Seattle-3423390.4 0027988-00543 20080707001035.011 modifications or changes to this Agreement or the Loan Documents shall be effective unless in writing and signed by each of the parties hereto subsequent to the date hereof. 20. Joint and Several Liability. If there is more than one individual or entity comprising any party executing this Agreement, the liability of such individuals and entities under this Agreement shall be joint and several. 21. Counterparts. This Agreement may be executed in two or more counterparts, all of which shall constitute but one and the same instrument. The signature pages of exact copies of this Agreement may be attached to one copy to form one complete document Each executed cow,terpart of this Agreement shall be deemed an original and may be recorded in any county in which any portion of the Property is located. IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. (signatures follow on next page) -11- Seattle-3423390.4 0027988-00543 20080707001035.012 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ORIGINAL BORROWER: ONE ISLAND SQUARE, LLC, a Washington limited liability company By: Christ I, LLC, a Washington limited liability company Its Manager By: SECO Development, Inc., a Washington corporation ::~ MlciP.chris Its President (signatures continue on neti page) -12- Seattle·3423390.4 0027988-00543 Seattle-3423390.4 0027988-00543 ASSUMING BORROWER: BUILDING CAT SOUTHPORT, LLC, a Washington limited liability company By: Seco Development, Inc., a Washington corporation, Its Manager By: JSLAND LLC, a Washington limited liability company By: Building C at Southport, LLC, a Washington limited liability company I1s Special Purpose Manager By: Seco Development, Inc., a Washington corporation, Its Manager LENDER: MONUMENTAL LIFE INSURANCE COMPANY, an Iowa corporation By: Printed Name: Title: -13- 20080707001035.013 Seanle-3423390.4 0027988-00543 ASSUMING BORROWER: BUILDING CAT SOUTI-IPORT, LLC, a Washington limited liability company By: Seco Development, Inc., a Washington corporation, Its Manager By: Michael P. Christ, President ISLAND LLC, a Washington limited liability company By: Building Cat Southport, LLC, a Washington limited liability company Its Special Purpose Manager By: Seco Development, lnc., a Washington corporation, Its Manager By:.~--------- Michael P. Christ, President LENDER: MONUMENT AL LIFE INSURANCE COMP ANY, au Iowa corporation By: -13- 20080707001035.014 20080707001035.015 Original Borrower: STATE OF WASHINGTON ) )ss. COUNTY OF KING ) On ili~day of July, 2008, before me personally appeared Michael P. Christ, to me known to be the President of SECO Development, Inc., a Washington corporation, the Manager of Christ I, LLC, a Washington limited liability company, the Manager of ONE ISLAND SQUARE, LLC, the Washington limited liability company, that executed the within and foregoing instrument, and aclmowledged said instrument to be the free and voluntary act and deed of said comparries, for the uses and purposes therein mentioned, and on oath stated that he was authorized 1o execute said instrwnent on behalf of said companies. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. ,_,,\\\\\\\\It I $"~~~ L. 1:>o 1,,,, E'~'.fs ,S--'~fo»t~!!1,, ~.A.111 -S""'7v ~11,,~J,. iifi +01Ni,-~\,:) ~ ~ -,~u -•... ~ :: .,, t.' ::~, ~ IA\ "lie\-',:, o. / C .'. 'l. ·;A~ 0 '\""'-' ,:. . i 'V ,,,,, S-2S·":;-,.· c, · ii, ~ ll11i1,""'''' ,~ . 1111 OF Wf>.'b"' Guarantor: 11 11tn1\•' STATEOFWAS?;::N ~ss. NOTARY PUBLIC in and for~~ of Washington, residing at c ~ My appointment expires: ~~.of~ COUNTYOF~ ) On this day personally appeared before me MICHAEL P. CHRIST, to me lmown to be the individual or individuals described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned. ~\\\\~\ 2.,-1 Given un f!!d l:i19fficial seal this :;,,~day of July,,2008. --·-~ . Q ,,, -~ .::,-S" ~''''"\\\l\1J1 ~ ,, \ ff ~ #f,.s'011 ~'\;.,,. I,; Signature\.-. ~ ;;: ~#_~ otA,t)-"~~ ~ '\'--~~"fl+f""""'=,=oo-2&-~-::--_ _,;o + (II~,-,-;. ~~ ~ -, ~." -• • ~ ; Name (Print): JtIL__ ~ \ .o ,CJ E.t- ',, ~ ~, IIB\; 0., : ,_0 1 -v, '1,,,?s-2 e-~,-~ c, It,, ~ 111,\11 \"'"''' \~ '11 1 OF Wf>.'b"' ,, 11 · 1\U\\"'' S..ttle-3423390.4 0027988-00543 NOTARY PUBLIC in and fo~~ of Washington, residing at._,==c.:...;=~-- My appointment expires: -14- Assuming Borrower: STATE OF WASHINGTON ) )ss. 20080707001035.016 COUNTY OF KING ) On this ~y of July, 2008, before me personally appeared Michael P. Christ, to me known to be the President of Seco Development, Inc., a Washington coiporation and the Manager of BUILDING CAT SOUTHPORT, LLC, the Washington limited liability company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation and company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument on behalf of said corporation and said corporation was authorized to do so on behalf of said company. ··''~'\\\\\\{ IN~-· s.; bI;1 I have hereunto set my hand and affixed my official seal the '~".'.',,;, ~·,,, ~ 'l day and year ,;;;N~ :gt 1i ~~ c ~ ff.~ 0~Mi, °'t,\ 'l ~ . ; 2 ia ~ .. i 2! ~ Sign : &-A · ~ ~~$ •. ~ ~ e E Name( rr. t,&Jff ~ \, "ut';,_,r;:,OJJ= ~ 3 NOTARYPUBLICinaniortheste 11 ~ 11,ri\'"~\'''"''"" ~ ~ o as ~gton, res1 . ng / 11 iJ>~ '11 1 n5 7..., i? "'" :: f w hi 'di at ~~ ,,,,, 1),, OF wl>-:$'' My appomtrnent expires: ____ -~..,..f"F---- 1111\\\\\\\"'' STATE OF WASHINGTON COUNTY OF KING ) )ss. ) On this 1rJ day of July, 2008, before me personally appeared Michael P. Christ, to me known to be th{~ent ofSeco Development, Inc., a Washington coiporation and the Manager of Building C at Southport, LLC, a Washington limited liability company and the Special Purpose Manager of JSLAND LLC, the Washington limited liability company that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation and companies, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument on behalf of said corporation and companies. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the Seattle-3423390.4 0027988-00543 ~:,~~eJ/4. f71lli/?r~ NOT~UBLIC in and fo~ of Washi?gton, resi<l!ng at 'th;, My appmntrnent exp1res=--~==='7~-'f--- -15- Lender: STATE OF IOWA COUNTY OF LINN ) )ss. ) 20080707001035.017 On :JIU&/ ), , 2008, before me, -;;~~!c;"~;.'--~~~~ Public in and for kaid State. personally appeared _, personally known to me (or proved to me on the basis of satisfactory evi ence) to be the person whose name is subscribed to the within instrument Md ac~le<Jged that be/she executed the same in his/her authoriz.ed capacity as the \/t(C'. ti:e."':}O::~J: of MONUMENTAL LIFE INSURANCE COMPANY, an Iowa corporation, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. '-CARRIEMARIN , "0o;,., r r , ~ tlZZII • Mr,Cllnw.llulon E,q,f,. -··-28, 2010 Notary Public in and for said County and State -16- Seaulo-34233!>0.4 0027988-00543 -. EXHIBITA Legal Description: PARCEL A: LOT 3 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON. PARCELB: ~UUHUfUfUU1U3~.U1H EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLlSHED IN INSTRUMENTS RECORDED mLY 11, 1967 AND MARCH 14, 1968 UNDER RECORDING NOS. 6201855 AND 6317510, IN KING COUNTY, WASHINGTON. PARCELC: AN EASEMENT FOR A 10 INCH DIAMETER SANITARY SEWER LINE AS DESCRIBED IN AND DISCLOSED BY RECORDING NO. 20010629002927. APN: 082305-9055-05 -17- ScattJe.3423390.4 0027988-00543 20080707001037.001 WHEN RECORDED RETURN TO: Thomas W. Read Alston, Courtnage & Bassetti LLP 1000 Second Avenue, Suite 3900 Seattle, Washington 98104-1045 1111111111111111 20080707001037 FIRST AMERICAN AG SB.Ile PAGE001 OF 018 07/17/20118 12:39 ~ING COUNTY, IJA Document Title: SHARED USE AGREEMENT Grantor: THE BRISTOL AT SOUTHPORT, LLC Grantee: BUILDING CAT SOUTHPORT, LLC and JSLAND LLC, as tenants in common Legal Description: Abbreviated Legal Description: LOT 2 OF CITY OF RENTON SHORT PLAT NO LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON jJC~-'31/0i&/-l;/4t) 1ST AM (lJ) Full Legal Description: See Exhibit A attached. Assessor's Tax Parcel Nos.: 052305-9076-03 Reference Nos. of Documents Released or Assigned: NI A SHARED USE AGREEMENT This Shared Use Agreement ("Agreement"), dated as of fu / ~ ] , 2008, is made and entered into by and between THE BRISTOL AT SOUTHPORT, LLC ("Bristol I"); and BUILDING CAT SOUTHPORT LLC AND JSLAND LLC, as tenants-in-common (collectively, "Bristol II"). Bristol I and Bristol II are sometimes referred to in this Agreement individually as a "Party" and collectively as the "Parties." RECITALS A. Bristol I is the owner of that certain improved real property legally described on attached Exhibit A (the "Bristol I Property"). The Bristol I Property includes a fitness center facility 3348/00931291022:06/23/0B -1-FITNESS CENTER USE AGMT5 TREADISECO DEVELOPMEN"I\SOUTHPORT\BUILDING CAT SOUTHPORT 20080707001037.002 located on the ground floor of the Bristol Apartments at the Bristol I Property in the location shown on attached Exhibit C (the "Fitness Center"), which Fitness Center is made available to the residents of the Bristol I Property for use pursuant to such residents' rental agreements. B. Bristol II is the owner of certain improved real property legally described on attached Exhibit B (the "Bristol II Property"). The Bristol II Property is adjacent to the Bristol I Property. C. Bristol II wishes to offer the residents of the apartment project on the Bristol II Property the opportunity to use the Fitness Center on the same terms and conditions as the Fitness Center is made available to the residents of the apartments on the Bristol I Property. Bristol I agrees to make the Fitness Center available to the residents of the Bristol II Property on the terms and conditions set forth in this Agreement. AGREEMENT NOW THEREFORE, for and in consideration of the foregoing recitals, the mutual covenants contained in this Agreement, and other good and valuable consideration, the adequacy, sufficiency, and receipt of which are hereby acknowledged, Bristol I and Bristol II covenant and agree as follows: 1. Use Agreement and Term. Bristol I hereby grants nonexclusive permission to Bristol II to allow the residents of the Bristol II Property (the "Bristol II Parties") to use the Fitness Center at the same times and on the same terms and conditions as the Fitness Center is available to the Bristol I Property residents from time to time (collectively, the "Permitted Uses"), all at the Bristol II Parties' sole risk and expense. This Agreement shall expire on the earlier to occur of(!) the first date on which Bristol I is no longer operating the Bristol I Property as multi-family housing, (2) the date on which the deed of trust encumbering the Bristol II Property in favor of Monumental Life Insurance Company (the "Bristol II Lender"), recorded under King County recording numberla?8t:?7071'.Xl/032,, is fully reconveyed following payment in full of the loan secured by the Bristol II Property in favor of Bristol II Lender (the "Bristol II Loan"), (3) the date on which Bristol II (and, if the Bristol II Property is encumbered with mortgage financing, the Bristol II Property mortgage lender) releases in writing the right to use the Fitness Center granted by this Agreement, or (4) the date, if any, on which the Bristol II Property is owned directly or indirectly by a person or entity (a) whose name appears on the U.S. Department of Treasury's Office of Foreign Assets Controls list of "Specially Designated Nationals and Blocked Persons," or who is listed in the Annex to or is otherwise subject to the provisions of the Executive Order no. 13224 issued by the President of the United States on September 24, 200 I (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) as may be amended or supplemented from time to time. 3348/0093129\022:06/23/08 -2- TREAO\SECO OEVELOPMENT\SOUTHPORnBUILDING CAT SOUTHPORT FITNESS CENTERUSEAGMTS 20080707001037.003 This Agreement shall survive a foreclosure of the deed of trust securing the Bristol II Loan, or a conveyance of the Bristol JI Property in lieu of foreclosure, by Bristol II Lender. 2. Manner of Permitted Use. (a) Except as expressly provided in Section 1 above, and except as otherwise agreed in writing by the Parties, neither Bristol II nor the Bristol II Parties shall use the Fitness Center for any purpose whatsoever. (b) Bristol I reserves the right from time to time to impose and to modify rules and regulations regarding the use of the Fitness Center. These rules and regulations may include hours of operation of the Fitness Center, activities permitted within the Fitness Center, the imposition of use fees or locker deposits or similar charges, noise regulations, and any other rules or regulations to promote the cleanliness and safe use of the Fitness Center, and to avoid disturbing residents of the Bristol I Property; provided that Bristol I may not impose rules or regulations on the Fitness Center that have the effect of making the Fitness Center no longer available to Bristol II Parties. Bristol I agrees that any such rules and regulations shall be uniformly applied to Bristol I Property residents and Bristol II Property residents. Bristol I reserves the right to withdraw Fitness Center use privileges from any Bristol II resident who fails to comply with Fitness Center rules and regulations, as they may be amended from time to time. (c) Bristol II shall at all times ensure that the Permitted Uses and any other activities undertaken by or on behalf of any Bristol II Parties on or about the Fitness Center, or the Bristol I Property, are undertaken in accordance with all applicable Jaws, statutes, ordinances, rules, regulations, orders and decrees of any governmental entity asserting jurisdiction over such areas or persons (collectively, "Laws") and any covenants, conditions, restrictions, easements, or other encumbrances now existing or hereafter affecting the Fitness Center ("CC&Rs"). To the extent that Bristol I is obligated to release, defend, or indemnify any person or entity pursuant to any such Laws or CC&Rs, Bristol II shall, with respect to any acts taken by Bristol II or any Bristol II Parties, release, defend, and/or defend Bristol I as though Bristol I was the indemnitee thereunder and Bristol II the indemnitor thereunder. ( d) Bristol II shall not, at any time, interfere with, or permit any Bristol II Party to interfere with, the use and enjoyment of the Fitness Center by any Bristol I residents consistent with the terms of this Agreement. Bristol I shall not, at any time, interfere with, or permit any Bristol I resident to interfere with, the use and enjoyment of the Fitness Center by any Bristol II Party consistent with the terms ofthis Agreement. ( e) If Bristol I determines it is no longer feasible to operate the Fitness Center at the Bristol I Property, then Bristol I may close the Fitness Center without liability or obligation to Bristol II. Notwithstanding such closure, if Bristol I subsequently reopens a fitness center at the Bristol I Property during the term of this Agreement, then following any such reopening, Bristol I shall make the fitness center available to the Bristol II Parties for the duration of the term of this 3348/0093129\022:06123/08 -3- TREADISECO DEVELOPMENTISOUTHPORT\BUILOING CAT SOUTHPORT FITNESS CENTER USEAGMTS 20080707001037.004 Agreement. 3. Maintenance of Fitness Center; Shared Costs. (a) Maintenance of Fitness Center. Subject to reimbursement from Bristol II as set forth in this Agreement, so Jong as the Fitness Center remains in operation and available for use by Bristol II Parties, Bristol I shall maintain the Fitness Center in good condition and repair. (b) Shared Costs. The costs and expenses of maintaining, operating (including without limitation the cost of supplies and any separately metered utilities), managing, administering, and repairing the Fitness Center (the "Fitness Center Operating Costs") shall be shared equally by Bristol I and Bristol II (i.e., one-half to Bristol I and one-half to Bristol II) during the time that the Fitness Center is made available to the Bristol II Parties. Bristol I shall periodically (but not more than once per month) deliver to Bristol II a written statement of the Fitness Center Operating Costs incurred by Bristol I, and an invoice for Bristol Il's one-half share thereof, along with copies of any supporting documentation, such as invoices for labor or materials. Bristol II shall pay its one-half share of the Fitness Center Operating Costs within thirty (30) days after delivery of such statement and invoice. The failure of Bristol II to timely pay the amount of any statement (notwithstanding any perceived manifest error) within thirty (30) days after written notice from Bristol I that such sum is past due shall be a default under this Agreement, entitling Bristol I to any and all rights and remedies available to it under this Agreement, including without limitation prohibiting all Bristol II Parties from using the Fitness Center until the delinquency is cured. This paragraph shall not require Bristol II to pay any portion of the costs incurred by Bristol I in making capital improvements or repairs (including repair due to casualty Joss), or in obtaining equipment or furnishings for the Fitness Center. Bristol I shall maintain records of the Fitness Center Operating Costs, and make those records available to Bristol II for inspection upon reasonable advance notice. 4. No Representations or Warranties by Bristol I. Bristol I makes no and expressly disclaims, and Bristol II acknowledges and agrees that Bristol I makes no and expressly disclaims, any and all representations and warranties, whether express or implied, regarding the condition of the Fitness Center or the Bristol I Property. Except as otherwise provided in Section 3(a) above, Bristol I makes the Fitness Center available to Bristol II and the Bristol II Parties, and Bristol II acknowledges and agrees that the Bristol I Property (including, without limitation, the Fitness Center) is made available to Bristol II and the Bristol II Parties, in its "AS IS, WHERE IS" condition, with all faults, defects and deficiencies, whether patent or latent, known or unknown, knowable or unknowable, without investigation by Bristol I, including, without limitation, its physical and environmental condition. Bristol II acknowledges and agrees Bristol I would not have granted Bristol II and the Bristol II Parties permission to enter onto the Bristol I Property under this Agreement without Bristol !I's acknowledgement and agreement as set forth in this Section 4. 5. Indemnification. 3348/0093129\022:06/23108 -4-FITNESS CENTER USE AGMT5 TREADISECO DE;VELOPMENnBOUTHPORT\BUILDING CAT SOUTHPORT 20080707001037 .005 (a) Bristol IT hereby covenants and agrees to defend, indemnify, and hold harmless Bristol I and its affiliates and subsidiaries, and their respective officers, directors, employees, agents, consultants, contractors, and attorneys, and the successors and assigns of each of the foregoing (collectively, the "Bristol I Indemnitees"), from and against any and all actions, causes of action, liabilities, claims, suits, penalties, fines, judgments, liens, awards, and damages of any kind whatsoever ("Claims") for: · (i) injury to or death of any person caused by the act or omission of Bristol II or the Bristol II Parties (including, without limitation, Claims brought by any Bristol IT Party, or any invitee, licensee, or guest of any of the foregoing (collectively, "Bristol II Entities")), (ii) damage to or loss of any property caused by the act or omission of Bristol II or the Bristol II Parties (including, without limitation, damage to the Bristol I Property), and (iii) damage caused by Bristol II's breach of any covenant or obligation under this Agreement, arising from, relating to, or otherwise in connection with the use of the Fitness Center. Bristol II's indemnification obligations of the Bristol I Indemnitees under this Section 5(a) shall survive the expiration or earlier revocation of the permission given to Bristol II pursuant to this Agreement. Notwithstanding the foregoing, in no event shall Bristol II be required to indemnify any Bristol I Indemnitee to the extent any Claims arise from the negligence or willful misconduct of such Bristol I Indemnitee. (b) Bristol I hereby covenants and agrees to defend, indemnify, and hold harmless Bristol II and its affiliates and subsidiaries, and their respective officers, directors, employees, agents, consultants, contractors, and attorneys, and the successors and assigns of each of the foregoing ( collectively, the "Bristol II Indemnitees"), from and against any and all actions, causes of action, liabilities, claims, suits, penalties, fines, judgments, liens, awards, and damages of any kind whatsoever ("Claims") for: (i) injury to or death of any person caused by the act or omission of Bristol I or the Bristol I residents (including, without limitation, Claims brought by any Bristol I resident, or any invitee, licensee, or guest of any of the foregoing ( collectively, "Bristol I Entities")), (ii) damage to or loss of any property caused by the act or omission of Bristol I or the Bristol I residents (including, without limitation, damage to the Bristol II Property), 3346/0093129\022:06123/06 -5-FITNESS CENTER USE AGMT5 TREAD\SECO DEVEL0PMENn50UTHPORT\BUILD1NG CAT SOUTHPORT 20080707001037 .006 and (iii) damage caused by Bristol l's breach of any covenant or obligation under this Agreement, arising from, relating to, or otherwise in connection with the use of the Fitness Center. Bristol I's indemnification obligations of the Bristol II Indemnitees under this Section 5(b) shall survive the expiration or earlier revocation of the permission given to Bristol II pursuant to this Agreement. Notwithstanding the foregoing, in no event shall Bristol I be required to indemnify any Bristol II Indemnitee to the extent any claims arise from the negligence or willful misconduct of such Bristol II Indemnitee. 6. Bristol I's Reserved Rights. (a) Bristol II acknowledges and agrees that Bristol I reserves the right to demolish or substantially reconfigure existing improvements located on the Bristol I Property (including, without limitation, the Fitness Center) and that such activities may substantially and negatively impact or, in some cases, prevent Bristol !I's exercise of the Pennitted Uses altogether. Bristol I shall have no liability to Bristol II or any Bristol II Parties in connection with any such interference or prevention, provided that the rights granted herein shall survive the demolition or reconfiguration of the Bristol I Property improvements, as they may be altered by such demolition or reconfiguration, so Jong as the Fitness Center or any replacement thereof continue to exist. (b) Bristol I reserves the right to temporarily close the Fitness Center at any time and from time to time for maintenance, repair, replacement, upgrade, or removal. (c) If Bristol II fails to timely perform any covenant or obligation under this Agreement, Bristol I hereby reserves the right, without the obligation to do so, not less than ten ( l 0) days after written notice to Bristol II, to undertake and perform such covenant or obligation, in any manner Bristol I deems reasonably necessary to preserve and protect the Fitness Center or Bristol !I's interests under this Agreement, on behalf of and at the sole risk, cost, and expense of Bristol II. Bristol II hereby covenants and agrees to reimburse Bristol I for any and all expenses reasonably incurred by Bristol I pursuant to this Section 6( c ), within thirty (30) days after receipt of Bristol I's invoice therefor. 7. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties' successors and assigns. 3348/0093129\022:06123/08 -6-FITNESS CENTER USE AGMT5 TREAOISECO OEVELOPMENT\SOUTHPORT\BUILDING CAT SOUTI-iPORT 20080707001037.007 8. No Third Party Beneficiaries. Except for the Bristol I Indemnitees and the Bristol ll Indemnitees, there are no third party beneficiaries to this Agreement. 9. Miscellaneous. (a) Notices. Any notice or other communication required or permitted to be given pursuant to this Agreement shall be in writing and shall be delivered in person, by US Certified Mail with return receipt requested (postage prepaid), by overnight courier providing proof of receipt, or by facsimile transmission with a mechanically generated transmission report indicating transmission was successful, as follows: To Bristol I: To Bristol II: THE BRISTOL AT SOUTHPORT, LLC 1083 Lake Washington Blvd. North, Ste. 50 Renton, WA 98056 Attn: Lisa Collins Fax (425) 282-5838 Email: lcollins@secodev.com BUILDING CAT SOUTHPORT LLC 1083 Lake Washington Blvd. North, Ste. 50 Renton, WA 98056 Attn: Lisa Collins Fax (425) 282-5838 Email: Jcollins@secodev.com Either Party may, from time to time, change such address by giving the other Party notice in accordance with this Section 9(a). (b) Entire Agreement/Modifications. This Agreement sets forth the entire agreement of the Parties with respect to the Bristol II Parties' use of the Bristol I Property in connection with the Fitness Center, and any prior agreements, whether written or oral, are hereby superseded and replaced in their entirety. No amendment, change, or modification to any provision of this Agreement shall be valid or enforceable unless in writing executed by the Party against whom it is to be enforced, and by the holder of the first mortgage lien on such Party's Property. (c) No Partnership. This Agreement shall not be interpreted or construed to create an association, joint venture, or partnership between the Parties or to impose any partnership obligations or liability upon either Party. Neither Party shall have any right, power, or authority to enter into any agreement or undertaking for or on behalf of, to act as or be an agent or representative of, or to otherwise bind the other Party. ( d) No Estate. This Agreement is not intended to grant, and shall not be interpreted or construed to grant, to Bristol II any estate in the Bristol I Property, but is only a irrevocable 3348/0093129\022:06/23/08 -7-FITNESS CENTER USE AGMT5 TREAOISECO DEVELOPMENTISOUTHPORT\BUILDING CAT SOUTHPORT .!UUISU fU fUU1 UJ T .UUIS and terminable license to use the Fitness Center for the Permitted Uses, subject to the termination rights set forth in Section 1 above. ( e) Governing Law. This Agreement shall be interpreted, construed, and enforced, in all respects in accordance with the laws of the State of Washington without regarding to its choice of law or conflict of law provisions. (f) Attorneys' Fees. If a party commences a legal proceeding to enforce or to obtain a declaration of its rights under this Agreement, the prevailing party in such legal proceeding shall be entitled to recover its reasonable attorneys' fees and costs incurred in the proceeding from the nonprevailing party. (g) Counterparts. This Agreement may be executed in one or more counterparts, and each counterpart so executed shall be deemed an original hereof. 10. Nondisturbance Covenant. Federal Home Loan Mortgage Corporation ("Bristol I Lender") is executing this Agreement solely for purposes of providing the covenant described in this Section I 0. Bristol I Lender acknowledges this Agreement, and agrees that this Agreement will not be impaired by a foreclosure sale or a deed in lieu of foreclosure made in respect of Bristol I Lender's deed of trust encumbering the Bristol I Property, recorded under King County recording no. 20040819001918. [Signatures follow on next page J 3348/0093129\022:06123/08 -8-FITNESS CENT!:R USE AGMT5 TRcAD\SECO DEVELOPM!:N1\SOUTHPOR1\BUILDING CAT SOUTHPORT .:uuiiutU(UUl U3( .UUlj IN WITNESS WHEREOF, the Parties have each executed this Agreement, in one or more counterparts which together constitute one original, as of the date set forth above. BRISTOL I: BRISTOL II: THE BRISTOL AT SOUTHPORT, LLC BUILDING CAT SOUTHPORT, LLC By: SECO Development, Inc., :~ Michael P. Christ, President STATEOFWASHINGTON ) ~)ss. By: JSLANDLLC By: Building C at Southport LLC, Special Purpose Manager By: SECO Development, Inc., its manager COUNTY OF. ;JJd ~--· On this -3!!:... day of ~,t.l,fi 2008, before me, the undersigned, a Notary Public in and for the State of Washiti. n, duly commissioned and sworn personally appeared Michael P. Christ, known to me to be e President of SECO Development, Inc., the manager of THE BRISTOL AT SOUTHPORT, LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. 3348/0093129\022:06/23/08 -9-FITNESS CENTER USE AGMT6 TREAD\SECO OEVELOPMENT\SOUTHPORTIBUILDING CAT SOUTHPORT 200110707001037 .010 I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. Print Name NOTARY PUBLIC in ~tate of Washington, residing at . My commission expires . 3348/0093129\022 :06/23/08 • 1 (). TREAD\SECO DEVELOPMENT\SOUTHPORnBUILDING CAT SOUTHPORT FITNESS CENTER USE AGMT5 .!UUIIU{UfUU1U~f.U11 STATEOFWASHINGTON) ) ss. COUNTY OF On this y of ~ , 2008, before me, the undersigned, a Notary Public in and for the Stat.e of Washi n, duly commissioned and sworn personally appeared Michael P. Christ, known to me to be the President of SECO Development, Inc., the manager of BUILDING C AT SOUTHPORT, LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limit.ed liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. Print N't:rne NOTARY PUBLIC in ~d !.te of Washington, residing at . My commission expires ~ . 3348/0093129\022:06/23/08 _,, _ FITNESS CENTER USE AGMT5 TREAD\SECO DEVElOPMENT\SOUTHPORT\!lUllDING CAT SOUTHPORT 200110707001037.012 STATE OF WASHINGTON ) vr ) ss. COUNTY OF li!!f} ) On this ~ day &l: ~ , 2008, before me, the undersigned, a Notary Public in and for the State of W ~gton, duly commissioned and sworn personally appeared Michael P. Christ, known to me to be the President of SECO Development, Inc., the manager of Building C at Southport LLC, the special purpose manager of JSLAND LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. written. WITNESS my hand and official seal hereto affixed the day and year in the certificate above Print Name NOTARY PUBLIC in an~tate of Washington, residing at., . My commission expire&~ . 3348/0093129\022:06/23/08 -12-FITNESS CENTER USE AGMT5 TREAD\SECO DEVELOPMENT\SOUTHPORTIBUILDING CAT SOUTHPORT ~UUtlU fUfU01037 .013 FE-~~MORTGAGE CORPORATION: By. 96,i&f..i. 6oozn1a11 Its: Manager Of Mwlltaroi.y Poatollo Senil;ea On this ;>rz;l., ~ , 2008, before me, the lll!dersigned, a Notary Public in and for the . ~lt\lQv, duly commissioned and sworn personally imeared ~ 0, Z.rY¥1(\ , Imown to me to be the C. p£-(Y\ of the Federal Horne Loan Mortgage Corporation, the corporation that executed the foregoing instrument, and aclmowledged the said instrument to be the free and voluntary act and deed of said corporation, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrurnent. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. ..J.-'<!::fJt-l-=l<w=a:11..........,,,~~ ~~A"\ Signature ~ Ycdrf (.f tl 'b. So n t'\t:c n Print Name ColY\IY\ll(\(.\J{'.aHf, NOTARY PUBLlC in and for th~ of \h~l'l'\l'n.. , residing at V\. frl~ 6{ · · VA- My commission expires \,..-?,1-2'0'8 5'\e.rl 1~ ').DI I?~ ,1ulHU11u h ..-::'t.. s. Jo';';_~ Patricia B. Jo nson f E'! ~ .. i commonweatth ot Virginia •{~-;,;.;~ NOTARY PUBLIC 0 0 OF :t 10#121282 \,k.,G,,.,.,..(,_c,/ My Commi11lon Expires ,,,t,iii:;-~J, December 31, 1008 "'"1111111111(\ 334810093129\022:06/23/0B -13-FITNESS CENTER USE AGMT5 TREADISECO DEVELOPMENn50UTHPORnBUILDING CAT SOUTHPORT 20011070/0010;!7.014 EXHIBIT A LEGAL DESCRIPTION OF BRISTOL I PROPERTY The Land is located in King County, Washington, and is legally described as follows: LOT 2 OF CITY OF RENTON SHORT PLAT NO LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON. 3348/0093129\022:06/23/08 -14- TREADISECO DEVELOPMENTISOUTHPORT\BUILDING CAT SOUTHPORT FITNESS CENTER USE AGMT5 :.:uu11u, u, uu1 u;s 1.u1 b EXHIBITB LEGAL DESCRIPTION OF BRISTOL II PROPERTY LOT 3 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON. 3348/0093129\022:06/23/08 -15-FITNESS CENTER USEAGMT5 TREAD\SECO DEVEL0PMENT\S0UTHP0RnBUILD1NG CAT SOUTHPORT 200!107U7U01037..016 EXHIBITC FLOOR PLAN --FITNESS CENTER 3348/0093129\022:06/23/08 -16- TREADISECO DEVELOPMENn80UTHPORT\BUILD1NG CAT SOUTHPORT FITNESS CENTER USE AGMT5 I -' -1r1 I ' = ' D I 0 - l<-1----.o-.• - ffl 2008070 7001037 .017 - w-----11'...-- rr--u 1---1---- ~T 1 n[=F~ 20080707001037 .018 . ' ' -. 1ff X \( D ,_ ,..~ D -~ I Branch :F AK User :JEFF 20090828001338.001 Return Address: . .,Q AJ":(i'S, \,, ( Oc:r:c,,::s ID\~~ ' \p 00 ?r:t::!:: C, YL-: ·111tllllllli!I II I~ mlli!IIIII! I II 20090828001338 V,.,;-,=:, 1$ \ \ Sec bid 'C 1 \ • A S '& \ 9: \ JOSEPH T THAYt EAS 65.ee MGE-1181 DF ee~ 06/28/2981 13:42 1<1NG COUNTY, LJA P1, ... ••••• .,., .. '"'°""'"""WASHINGTON ST ATE RECORDER'S Cover Sheet tRcw 65.04) Document Tit1e(s) (or transactions contained therein): (all ftteas applicat,le to your doeumenlm.Hlt be filled in} §...........,.,.;. ... ~~ A :r: ............. ::"'."'f::: J. 2. 3. 4. . ---~---·-- Reference Number(s) of Doeum ents assigned or released: AdditionaJ referenoe #'s on page_ of document Grantor(s) Exactly as name(s) appear on docwnent 1. 0": \.J... •.. ~ C .-t > --1,."-~ C>Y..\-' .£-~ , 2. --· Additional names on page-·-----of document. Grantee(s) Exactly a.s name(s) appear on docume:nt I. (51..,,._,,J.:-o...-... -tu-j s.. ~:-'>. ::;i: .... c.. • 2. Additional 113ltlO$ on page of docum=t. Legal description (abbreviated: i.e. lot, block, plat or section, township, range) ~ > !i. c!:"' 1£. C,-.4,. .... &.I. ?.' ..... "'.J. (:.-1,, ........ ~ ;,,/• 1::. ....... "'1"i -\-,.._ J"~l £.--"'"• ~ A~,&o 1"' .,,,..t~ l"f ....,.. C:: Additional legaJ is on page _2__ of document. Assessor's Property Tax Parcel/Account Number D Assessor Tax # not yet ossigned ,0 3'-.-,, = $'".,-.,. ~C'., t The Auditor/Recorder will rely on the information provided on this fonn. The staff will not read the document to verifu the accura= or comnleteness of the indexino infonnation m-nvided herein. "I am signing below and paying an addilioHI $50 re«>rdhlg fee (as provided in RCW 36.18.010 and referred to as an emergency nonstandard documcntt because this ·documeatt does oot meet margin and formatting reqllirements. Furthermore, l hereby understand that the recording process may cover up or othenvise obscure some part offhe text of the origlnal docu-.nent as a result of this r.cquest . ., G-/. -,-~ -/~Li.--Signature of Requesting Party , -, Note-tc submHter: Do twt sign above nor pay :additional $SO 1t.t If the document: meetsma-in/fonn1nin2 r-ui,-ements KING, WA Document:EAS 2009.0828001338 Printed on:5/7/2014 7:57 AM Page:] of 4 Branch :F AK User :JEFF ...... · ..• 20090828001338.002 EASEMENT AGREEMENT Building C at Scuthpon, LLC ( .. Property Owner"), for gooC and valuable considera1ion, the receip1 of which is hereby acknowledged, does hereby grant and convey unto Qwest Broadband S&rvices, Inc., a De1aware corporal.ion f''BSlj, whose address is 1801 Califomia St.. SUite 5200, Denver, CO 80202, and its successors, -iiS$Jgns, alfiliates. lessees, licensees, .and agents, an irrevocable utility easement ("'Eaaementn) to construct, reconstruct, modify, change, add to, oper.ate, maintain, and remove broadband eqUipment, electrical facilities, and other appurtenances, from time to time, as BSI may require upon. over, under and across lhe following described property situated in the Counly of , Stale of Washington, which Property Owner owns or in which Property Owner has an interest (the "Easement Area"): 1. Property. The property commonly known as Bristol II, and having a legal desc:riptlon of [Fyll Legat O&scription] is the 6Ubject of this Easement. 2. Property Owner conveys. reasonable aCQess to the Easement Area, with rlghl of ingress and egress, so that BSI may market end provide the broadband services and install, maintain. servioe, disconnect, operate and remove its broadband equipment in conneoUon with the broadband services. 3. BSJ MIi indemnrfy Property Owner for all damages .caused 1o Property Owner as a resuJt of 8$1'.s negligent exercise of th& rights and privileges herein granted. BS1 will have no responslbVity fo'r pre--e,cistlng envlronmenta.J contamination or llablllties or 1hose not caused by BSI. 4. Property OWner covenants that Property Owner is the fee ·simple owner of the Easemen1 Area or has an interest in the Easement Area. Property OWner will warrant and defend tlUe to Uie Easement Area against all claims. 5. ffindio.g.. It is the intent o1 Property Owner and BSt that the provtSions and covenants contained In-the Agreement will touch, concern and run wllh the land and Wilt bind the respective successors and heirs of the parties during the term of this Easement. 6. Recordation, It is the intent of Property Ol.Yner and BSI that 1his Easement be signed and notarized by the appropriate individuats and property recorded lr, the feal property records of the county ll"ttl&re the Property is located. 7. Term4 Thia Easement is effective as of the latest date signed by both parties and will remain in full force and effect 1or so long as BSI (or Its successors and heirs} maintains hs broadband equipment at lhe F>roperty and provides the broadband services and the Property remains a mc.dU-t&nant residential community ("Easement Term''). Tide (most VP level or above) TIiie (mjlSI be VP level or above) 4:-I 7 -07 -=~6--~~3_0_-~o~? ________ _ Date /,.,lt,(t\-l4.fj-er, SE:w J!l.,L¢..'2'1.~ ;:-fc, Dale AU.. SIGNATURES ON THIS EXHIBIT ili!isT BE VICE PRESIDENT LEVEL OR ABOVE AND MUST BE ACKNOWLEDGED BEFORE A NOTARY PUBLIC. P.age 1 KING, WA Documcnt:EAS 2009.0828001338 Printed on:51712014 7:57 AM Pagc:2 of 4 Branch :FAK User :JEFF 20090828001338.003 STATE OF COUNTY OF \NA- f.JN/q ) ss. This instrumint .. was &fkr;owte.e;p« liafl:fore me, ii notary public In and for &.aid County .end Stat.e, appeare(t'Vl Cla.B\.dn'to 'm"i&' bh 'thb of and executed the foregoing Qwe&t~adband an<I Servic~greoment on behalf of the -B.u.// d I~ C •1 t"" S, 01/l -rf.. {' b rt' LL. Witness my hand and seal cm this +7 day of A:p r J I 200:l___, NOTARY PUBLIC L. CoLlth£ PRINTED NAME OF NOTARY PUBLIC My commission Expires,~· __ J_f_·_2._q,_. _}_O __ _ STATE OF d;,/cp..;..t>c,) COUNTY OF "J)svv~ ) ss. This ilJl'XIIID\Yil..,'1Jl3Cknowledged b•~<>.IJ me; a notary public In an<I for said County and State, appedrli?-__ -1<0own to me to be the JlL of ,V..&j,t:Sand executed the foregotng Qwest Broedband and Services Agreement on behalf of the 4?1 1 •es-r Co-• (Jc;IJ.f)o~ t,JAOTARY PUBLIC :s::-k.-l ~ b ~ p..l( PRINTED NAME OF NOTARY PUBLIC My commission Expires: 4 loo/ :>-c/O· Easomcnt Agrecmt:nl KING, WA Document:EAS 2009.0828001338 Printed on:5/7/2014 7:57 AM Pege2 Page:3 of 4 Branch :FAK User :JEFF 20050828001338.004 EXHIBIT A LEGAL DESCfitlPTION OF PROPEFnY Bristol ll -Legal Oescriptlon LOT 3 OF CITY OF RENTON !,OT UNE ADJUSTMENT NO LtiA 99-IJ4-S1IP1 RECOTU)ING NO 20000l31900006 BEING PARCLL B OF CITY OF REN'r()N L.OT UNE ADJUSTMENT NO LUA 98-06 LLA RECORD1r,..-o NO 9902019014 BlilN(J I\ PORTION OF GOV LOT f IN NW [/4 or SECTlON 08-23--0~ LY NI.Y & WI.\' or- 8UR.LING'f0N NORTHERN f.t.AllROAD CO RtW ~PORTION TAXAFJ~E" e 2006 emest Brood band Se,v;ce:s Inc. Confjrj(!,:. e:I O.scbsute a,,d ci1strib1.1t1QJ'I is subject to lhe 1efr'l'I$. .end t:ondit'ons cf this OWMI Bola db and KING, WA Document:EAS 2009.0828001338 Printed on:5/7/2014 7:57 A\1 Pagc:4 of 4 Branch :FAK User :JEFF ' WHEN RF.CORDED RETURN TO, George Lertkantitham Puget Sound Energy, Inc. Puget Sound Energy Buildin~ 10885 NE 4"' sir ... c /lllilillllllllllllllltlll/ 20130207001325 10" Floor South Bellevue, WA 98004 Document Title: Grantor: Grantee: Legal Desrription: ALSTON cou,~ £As P,:IGE-ee1 OF 014 85.ee 02/07/2'113 1•,32 l<XNG COll>ln, w, Storm Drainage Easement Agreement 1. 2. 3. 4. Building C al Southport, LLC JSLANDLLC Southport, LLC Southport One, LLC Puget Sound Energy, Inc. B~ Abbreviated Legal Description: Lots 3 and 4, City of Renton Short Plat No. LUA-99-134-SHLP Full Leg11.I Description: See Exhibits A-C auached Assessor's Tax Parcel Nos.: 082305-9055-05 Reference Nos. of Documents Released or Assigned: NIA STORM DRAINAGE EASEMENT AGREEMENT THIS STORM DRAINAGE EASEMENT AGREEMENT (this "Agreement") is made as of fjlilg62y 4,, , 2013 by and between BUILDING C ATSOUTHPORT, LLC, a Washington /limited liability company, JSLAND LLC, a Washington limited liability company,SOUTHPORT, LLC, a Washington limited liability company and SOUTHPORT ONE, LLC, a Washington. limited liability company (jointly and severally, "Grantor") and PUGET SOUND ENERGY, INC., a Washington corporation ("Grantee"). RECITALS A. Grantor owns certain real property located in King County, Washington and more particularly described on Exhibit A attached to this Agreement ("Grantor's Property"). Grantee owns certain real property adjacent to Grantor's Property and more panicularly described on Exhibit B atlached to this Agreement ("Grantee's Property"). B. Grantor and Grantee desire to enter into this Agreement to create an easement over Grantor's Property to benefit Grantee's Property. KING, WA Document:EAS 2013.0207001325 Printed on:5/7/2014 7:51 AM Page:1 of 14 Branch :FAK User :JEFF AGREEMENT For valuable consideration, the receipt and sufficiency of which are acknowledged, Granter and Grantee agree as follows: I. Grant of Easement. Grantor bargains, sells and conveys to Grantee a non- exclusive, perpetual easement (the "Storm Drainage Easement") over, across, along, in, upon, under and through the Storm Drainage Easement Area {as defined in Section 2 below) of Grantor's Property for the purpose of operating, maintaining, replacing and using an underground storm sewer drainage facilities. _ ,~ It) 2. Location of Easement Area. ~~~n of the Stonn Drainage Easement Area is more particularly described in Exhibit C ahached to this Agreement. Grantor shall have the right to relocate the Storm Drainage Easement Area granted under this Agreement without Grantee's consent; provided, however, that Grantor shall first notify Grantee of Grantor's intent to relocate the Storm Drainage Easement Area. If Granlor relocates the Storm Drainage Easement, Granter shall, at its sole cost and expense, relocate or replace the storm drainage sewer facilities installed by Grantee within the Storm Drainage Easement Area to the new casement area prior to removal of the existing facilities. Upon relocation of such facilities, Granter and Grantee shall execute an amendment to this Agreement, which Amendment will show the new location of the Storm Drainage Easement Arca. 3. Imn. The Storm Drainage Easement granted under this Agreement will be effective as of the date this Agreement is recorded and is perpetual. 4. Costs of Maintenance. Grantee shall bear and promptly pay all costs and expenses, except as provided in Section 2 of the maintenance of the storm drainage sewer facilities within the Storm Drainage Easement Area. S. Compliance with Laws. Grantee shall obtain all pennits and consents that may be required to perform the construction and installation contemplated under this Agreement. Grantee shall comply at all times with all laws, statutes, ordinances, rules and regulations now or hereafter in effect regarding Grantee's use of the Easement Area. 6. Maintenance of Storm Drainage Sewer Facilities. Grantee shall use Grantee's reasonable efforts to avoid causing any damage to, or interference with, any improvements in the Storm Drainage Easement Area and to minimize any disruption or inconvenience to Grantor and any tenant or other person who occupiei< Grantor's Property. After Grantee has completed any required maintenance of its storm drainage sewer facilities, Grantee shall, at Grantee's sole cost and expense, promptly remove Grantee's construction equipment and materials from the Easement Area and will repair, replace and restore the surface of the Storm Drainage Easement Area to a functional condition reasonably comparable to the Easement Area immediately prior to the commencement of Grantee's work. TI1e repair, replacement and restoration work includes, without limitation, the repair (or if necessary, replacement) of any structures, driveways, fences, landscaping, utility lines or other improvements on the Easement Area that were damaged, removed or destroyed by Grantee. Grantee accepts the Storm Drainage Easement with the knowledge that Granter has improved or intends to improve the surface area of the Storm KING, WA Document:EAS 2013.0207001325 Printed on:51712014 7:51 AM Page:2 of 14 Branch :FAK User :JEFF Drainage Easement Area for motor vehicle and pedestrian access, driveways and roadways, land$C8ping, sidewalks, curbs, light standards, signage and similar uses, and Grantee shall exercise its rights under this Agreement in such a manner as to not materially interfere with Grantor's use of the surface area of the Easement Arca. 7. Liens. Grantee will not permit any claim, lien or other encumbrance arising from Grantee's construction work under this Agreement to accrue against or attach to Grantor's Propcny. 8. Hazardous Materials. Grantee shall not cause or allow any Hazardous Materials (as defined in this Section 8) to enter onto any portion of Grantor's Property at any time except in compliance with all applicable law, and Grantee shall take all reasonable and necessary actions and precautions to properly treat, control and manage Hazardous Materials in any storm water draining through the storm drainage sewer facilities within in the Storm Drainage Easement Area so as to maintain such compliance. For the purposes of this Agreement, "Hazardous Materials" means all substances, wastes, pollutants, contaminants and materials now or hereafter regulated or defined or designated as hazardous, dangerous or toxic under any Federal, state or local statutes, ordinances or re1,>ulations. 9. Capacity. Grantee shall not modify or expand Grantee's existing storm drainage facility to increase the amount of storm water flowing through 1he storm drainage system located on Grantor's Property, without the prior written approval of Grantor, which shall not be unreasonably withheld. IO. Indemnity. Grantee shall indemnify, defend and hold Grantor harmless from and against any and all claims for damages suffered and any other loss, cost or expense incurred by Grantor (including reasonable attorneys' fees) or any claim, demand or action against Grantor related to the exercise of the easement rights granted in this Agreement and with respect to any Hazardous Materials migrating or flowing onto Grantor's Property from Grantee's Property pursuant to this Easement, except to the extent caused by the negligence or other fault of Grantor. Without limiting the generality of the foregoing, Grantee's obligations shall extend to matters involving concurrent fault or negligence of Grantor, Grantee and third parties to the extent of Grantee's fault or negligence. 11. Grantor's Use. Grantor retains the right lo use the Easement Area to the extent that use does not materially interfere with Grantee's use thereof. 12. Grantor's Remedies. If Grantee fails to perform any obligation set forth in this Agreement and fails to cure the non-performance of such obligation with ten (I 0) days after written notice from Grantor (except in the event of an emergency, in which case no notice will be required), Grantor shall have the right, but not the obligation, to perform the obligation of Grantee and Grantee shall reimburse Grantor for the reasonable cost of that performance within ten ( I 0) days after receipt of a statement therefor, along with any documentation substantiating the cost incurred by Grantor that is reasonably requested by Grantee. If such reimbursement is not made within the ten ( I 0) day period, interest will acctUe on any unpaid amounts at the rate of 12% per annum. KING, WA Document:EAS 2013.0207001325 Printed on:5/7/2014 7:51 AM Page:3 of 14 Branch :F AK User :JEFF 13. Successors and Assigns. The rights granted in this Agreement and the duties agreed to hereunder will run with Grantor's Property and Grantee's Property and wi11 inure to the benefit of and be binding upon Grantor's and Grantee's respective successors and assigns. 14. No Public Right. The easement established under this Agreement will be for the benefit of and be restricted solely to the individuals and entities indicated and their successors and assigns. Nothing in this Agreement is intended to create nor shall it be construed as creating any express or implied easement, dedication or any other rights in or for the benefit of the general public. 15. Notices. All notices provided for in this Agreement may be delivered in person, delivered by facsimile or mailed in the United States mail, postage prepaid, and, if mailed, shall be considered delivered two (2) business days after deposit in such mail. Any notice sent by facsimile shall also be sent by mail, and the facsimile notice will be deemed received on the day received by facsimile if it is received before 5:00 p.m. Seaule time on a regular business day (otherwise, it will be deemed received on the next business day). The addresses to be used in connection with such correspondence and notices are the following, or such other address as a party may from time to time direct: To Grantor: c/o SECO Development, Inc. Attn: Michael P. Christ I 083 Lake Washington Blvd. North, Ste. 50 Renton, WA 98056 Fax No.: (206) 282-5838 \ To Grantee: flle£-1' :?:9\1..!$:> f?4~G-)I'. l""(. i'. o . @o'9. 970 ?'f: 16. Exhibits. The exhibits attached to this Agreement arc incorporated herein by this reference. GRANTOR BUILDING CAT SOUTHPORT, LLC, a Washington Iimit~-d liability company By By Name Title KING, WA Document:EAS 2013.0207001325 Printed on:517/2014 7:51 AM Page:4 of 14 Branch :FAK User :JEFF JSLAND LLC, a Washington limited liability Company // By ~ Name Mick;ii1cf.... Fl<:. t Wes (de~9-e JJlt1, &~ iop:;.r;..,. Inc MtU'ta q er Suilcl!nq C, e:iT ~oVtth rol'"t/ 1-Lt:;, £pe u i:1. 1 ru rpose:'MA h a.._J:e.r vSLAhd L.t.c.. SOUTHPORT, LLC, a Washington limited liability Company By By Name Title SOUTHPORT ONE, LLC, a Washington limited liability company By SECO DEVELOPMEhlT, INC., its manager GRANTEE KING, WA Document:EAS 2013.0207001325 Printed on:5/7/2014 7:51 AM Page:5 of 14 Branch :F AK User :JEFF STATE OF WASHINGTON ) //1 L )SS. COUNTY OF C:::' N vi ) On this 2-!fty, day of ;:J?. 1'11A.a.~ , 2013, before me, the undersigned, a Notary P. ublic in and for t!Je. Staie oL Washington, y commissioned and sworn personally appeared ~tc.b~e.( l..hVJ S.' , known to me to be the re.GI eV11" ofSECO DEVELOPMENT, INC., manager of BUILDING CAT SOUTHPORT, LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. ~ .,,~~\..~ ~t_~ f " +oT~'J,o'-:.1 \ Signature = ; :....i I U • { ~ -·-• 1 ~ Collins IA .. UIJ\.\C. j " -.--=..:.....=:.....,:::__:_:_;_=------~ 7 1 -.JF.,.ltff PnntName Ot,:.;.2 ~)...:;,.o';,pff NOTARY PUBLIC in and for the State of ~ .... ~:, Washington, residing at Borhe/L . KING, WA Document:EAS 2013.0207001325 Printed on:5/7/2014 7:51 AM My commission expires 11 · L'if · it . Page:6 of 14 Branch :FAK User :JEFF STATEOFWASHINGTON) L )ss. COUNTY OF l'-1 N DI > On this J..~-t,,. day of .J11n1AaY'~, 2013, before me, the undersigned, a Notary Public in and for the State of Washington, d y commissioned and sworn personally appeared MIC.. Chr <;. known to me to be thdt" a of JSLAND, LLC, the limited liability company that executed the fo going instrument, d acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the cenificate above written. KING, WA Document:EAS 2013.0207001325 Printed on:517/2014 7:51 AM ~x~ Signature Ltt;LL Cot Ii vie;. Print Name NOTARY PUBLIC in and for the State of Washington, residing at ~ht/I . My commission expires · 2."!· li:- Page:7 of 14 Branch :FAK User :JEFF STATEOFWASHINGTON) L ) ss. COUNTY OF ll-/Not ) · On this '.2.S tr day of J1I /'lt..ttlr~ , 2013, before me, the undersigned, a Notary Public in and for,.)pe State of Washington, d;y commissioned and sworn personally appeared ~1Ght1e/ (;hr-'1~-t , known to me to be the r-e.t;,tie.n + ofSECO DEVELOPMENT, INC., manager of SOUTHPORT, LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. · ,.......................... ~ ){ ~ ~":~l\,~''",tSignarure (~?!;~\ ~~ Ltt,,a_ Cotlin~ 1 13 -c, 'ill~ nl Name \_ \_ Ru•v ,... f,e>30TAAY PUBLIC in and for the State of \,, ~"',~-Washington, residing at Bothe I I . ~::~ My commission expires 11 · ;z.q. If . KING, WA Document:EAS 2013.0207001325 Printed on:5/712014 7:51 AM Page:8 of 14 Branch :FAK User :JEFF STA TE OF WASHINGTON COUNTY OF fl-I Nt:i ) ) ss. ) On this 2.Z""' day ofJAf11A.tlt'* , 2013, before me, the undersigned, 11 Notary Public in and for the St.ate of Washington: Jy commissioned and sworn personally appeared M (e,h q el Ch.r I s-t-, known to me to be the 8-e ~Ide hT of SECO DEVELOPMENT, INC., manager of SOUTHPORT ONE, LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the cenificatc above written. ~~"' ~x~ .~.J;~~i~\ Signature • f "ff#__'{~~ "f. \ LL l'..tL-Coll I V1 s \ \ Au ~ =~ g Print Name '),-s.~'\ ,,::~,to/_~/ NOTARY PUBLIC in and for the State of .,,,.,..,.i~ W"'!hington, residing at E,t,ii,~,IJ "••,,~ My commission expires I 1·2!)· lt KING, WA Document:EAS 2013.0207001325 Printed on:5/7/2014 7:51 AM Page:9 of 14 Branch :FAK User :JEFF STATE OF WASHINGTON) ) ss. COUNTY OF ~ iJtc: ) On this 4t,. day of 'E 1!9e'I': o/ , 20 I 3, before me, the undersigned, a Notary Public in and for the State of Washington,\iuty commissioned and swo,;n~naJ!U..P.R..Cl!.ted ...,;e h..-r: 1-L.... g Crl'.f?,t\..D,r.,,.J , known to me to be ~fy of PUGET SOUND ENERGY, INC., the limited liability compan~ dic"mregoing instrument, and acknowledged the said instrument to be the free and volW1tary act and deed of said corporation, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. l certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hie ffixed the day and year in the certificate above wntten. ; KING, WA Document:EAS 2013.0207001325 Printed on:5/7/2014 7:51 AM Print Name NOTARY PUBLIC in and for the State of Washington, residing at ~ ~. My commission expires "\, 15-..,... Page:10 of 14 Branch :FAK User :JEFF EXHIBIT A GRANTOR'S PROPERTY I. Real Property owned by Building C at Southport, LLC (an undivided 65% interest) and JSLAND LLC (an undivided 35% Interest): PARCEL A: LOT 3 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000131900006, [N KING COUNTY, WASHINGTON. PARCEL B: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN INSTRUMENTS RECORDED UNDER RECORDING NOS. 6201855 AND 6317510, IN KING COVNn', WASHINGTON. 2. Real Property owned by Southport, LLC: PARCEL A: LOT 4 OF CfTY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON PARCEL B: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN RECORDING NOS. 6201855, 6317510, 9902019014 AND 20000131900006 3. Real Property owued by Southport One, LLC Parcel A: LOT I OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON PARCEL B: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN RECORDING NOS. 6201855, 6317510, 9902019014, 20000131900006, AND 20001 l 170000535 KING, WA Document:EAS 2013.0207001325 Printed on:5/7/2014 7:51 AM Page:11 of 14 Branch :F AK User :JEFF EXHIBIT B GRANTEE'S PROPERTY LOTS A AND C, CITY OF RENTON LOT LINE ADJUSTMENT NO. LUA-98-176-LLA, RECORDED UNDER RECORDING NO. 9902019014, RECORDS OF KING COUNTY, WASHINGTON. KING, WA Document:EAS 2013.0207001325 Printed on:5/7/2014 7:51 AM Page:12 of 14 Branch :FAK User :JEFF EXHIBITC-1 STORM DRAINAGE EASEMENT AREA Seven and one-half feet (7.5 ') on either side of the centerline of the stonn drainage facilities as currently located on the Exhibit C-2 drawing. KlNG, WA Document:EAS 2013.0207001325 Printed on:5/7/2014 7:51 AM Page:13 of 14 Branch :FAK User :JEFF fxh'1bit C·2... . STI>Y'IYI Drt'.ina3e.. Loc..ct+1 on KING, WA Document:EAS 2013.0207001325 Printed on:5/7/2014 7:51 AM drlirV> • Ml:11'\hofe.. O f+i c.e. Lot" Hotel J,...r,t" Boeir-.q Ren+o'fi Plant- Page:14 of 14 Branch :FAK User :JEFF WHEN RECORDED RETURN TO: Thomas W. Read Abton, Courtnage & Ba11etti LLP 1420 Fifth Avenue, Su.itr 36SO Seattle, WasMngton 98101-4011 11111~111111 Eililll 111~1; I 20130207001327 ALSTON COURlt<A ERS 91 . ee PAGE-eat OF 917 112,e1,2e1a 14:az KING COUNlY, 11A Document Title: Grantor: Access, Landscape and Udllties Easement Agreement Puget Sound Energy, Inc. Grantee: Southport One, LLC I. 2. 3. 4. 5. The Bristol at Southport, LLC Building Cal Southport, LLC JSLANDLLC SoUihport, LLC EXGISE TAX NOT REQUJRED King Co. Records MJ. e ... ro-1n7.f:oer,uty Legal Description: Abbreviated Legal Descripdon: A portion of the Northeast Quarter of the Northwest Quarter of Section 8 Township 23 North, Range 5 East, W.M. in King County, Washington. Full Legal Description: See Exhibits A-E attached Assessor's Ta,,: Parcel Nos.: 082305-9 I 91 Reference Nos. of Documents Released or Assigned: N/A ACCESS, LANDSCAPE AND UTILITIES EASEMENT AGREEMENT THIS ACCESS, LANDSCAPE AND UTILITIES EASEMENT AGREEMENT (this "Agreement") is made as of-~ pot~ 4-. 2013 by and between PUGET SOUNDENERGY, INC., a Washington coration ("Grantor") and SOUTHPORT ONE, LLC, a Washington limited liability company, THE BRISTOL AT SOUTHPORT, LLC, a Washington limited liability company, BUILDING CAT SOUTHPORT, LLC, a Washington limited liability company, JSLAND LLC, a Washington limited liability company and SOUTHPORT LLC, a Washington limited liability company (jointly and severally, ''Grantee''). RECITALS A. Grantor owns certain real property located in King County, Washington and more particularly described on Exhibit A attached to this Agreement ("'Grantor's Property"). Grantee owns an aggregale of real property adjacent to Grantor's Property, which real property and KING, WA Document:EAS 2013.0207001327 Printed on:5/712014 7:51 AM Page:! of 17 Branch :PAK User :JEFF ownership interests arc more particularly described on Exhibit B attached to this Agreement ("Grantee's Property"). B. Grantor and Grantee desire to enter into this Agreement to create certain easements over Grantor's Property to benefit Grantee's Property. AGREEMENT For valuable consideration, the receipt and $Ufficiency of which are acknowledged, Grantor and Grantee agree as follows: I. easements: Grant of Easements. Grantor bargains, sells and conveys to Grantee the following (a) A non-exclusive, perpetual easement (the ~Landscape Easement") over, across, along, in, upon, under and through the Easement Area (as defined in Section 2 below) of Grantor's Property for the purpose of installing, constructing, operating, maintaining, repairing, altering, expanding, removing, replacing and using natural and architectural landscaping and signage (which such signage shall provide additional space reasonably necessary to add Grantor's name and logo (which Grantor may then or later add at Grantor's cost), and the design of which signage shall be subject to Grantor's consent, which may be withheld or conditioned only with respect to issues pertaining to Grantor's rights of concurrent use of the signage); and (b) A non-exclusive, perpetual easement (the "Access Easement") over, across, along, in, upon, under and through the Easement Area of Grantor's Property for the purpose of installing, constructing, operating, maintaining, repairing, altering, expanding, removing, replacing and using paved driveways, roadways, utilities and a bridge; and (c) A temporary, non-exclusive easement {the "Construction Easement") over, across, along, in, upon, under and through the Easement Area of Grantor's Property for putposes necessarily and reasonably related to the construction of the driveways, roadways, utilities and bridge lo be installed by Grantee within the Easement Area. 2. Locatjon of Easement Area. The location of the Easement Area is more particularly described in Exhibit C attached to this Agreement. 3. Term. The Landscape Easement and the Access Easement granted under this Agreement will be effective as of the date this Agreement is recorded and are perpetual. Grantor further consents to Grantee's apportionment and dedication of such Landscape Easement and Access Easement to the City of Renton. The Construction Easement granted under this Agreement will be effective as of the date this Agreement is recorded and will terminate on the date construction and installation of the driveways, roadways, utilities and bridge by Grantee is completed, but in no event later than December 31, 20 I 7. Upon such termination, Grantee shall concurrently deliver to Grantor a quit claim deed to quit claim to Grantor to such terminated Construction Easement rights in a fonn suitable for recording. 4. Costs of Construction and Maintenance. Grantee shall bear and promptly pay all costs and expenses of construction and maintenance of the landscaping, signage, driveways, KING, WA Document:EAS 2013.0207001327 Printed on:5/7/2014 7:51 AM Page:2 of 17 Branch :FAK User :JEFF roadways, utilities and bridge within the Easement Area. In addition, Grantee shall comply with utility "one call" requirements, properly locate, and take appropriate precautions not to damage or disturb such utilities. 5. Compliance with Laws. Grantee shall obtain all permits and consents that may be required to perform the construction and installation contemplated under this Agreement. Grantee shall comply at all times with all laws, statutes, ordinances, rules and regulations now or hereafter in effect regarding Grantee's use of the Easement Area. 6. Li£ll.§. Grantee will not permit any claim, lien or other encumbrance arising from Grantee's construction work under this Agreement to accrue against or attach to Grantor's Property. 7. Indemnity. Each Grantee (jointly and severally) shall indemnify, defend and hold Grantor harmless from and against any and all claims for damages suffered and any other loss, cost or expense incurred by Grantor (including reasonable attorneys' fees) or any claim, demand or action against Grantor related to the exercise of the easement rights granted in this Agreement, except to the extent caused by the negligence or other fault of Grantor. Without limiting the generality of the foregoing, Grantee's obligations shall extend to matters involving concurrent fault or negligence ofGrantor, Grantee and third parties, to the extent of Grantee's fault or negligence. As between Grantor and Grantee, the foregoing indemnity is specifically and expressly intended to co11stitute a waiver of Grantee's immunity under Washington's Industrial Insurance Act, RCW Title S 1, for the sole purpose of and only to the extent necessary to provide Grantor with a full and complete indemnity from claims made against Grantor by Grantee's employees. 8. Successors and Assigns. The rights granted in this Agreement and the duties agreed to hereunder will run with Grantor's Property and Grantee's Property and will inure to the benefit of and be binding upon Grantor's and Grantee's rcspcctive successors and assigns. 9. No Public Right. The easement established under this Agreement will be for the benefit of and be restricted solely to the each Grantee and their respective successors and assigns. Nothing in this Agreement is intended to create nor shall it be construed as creating any express or implied easement, dedication or any other rights in or for the benefit of the general public. I 0. Grantor's Use of E .. ement Area and Traffic Coordination. Grantor retains the right to use the Easement Area, for any purpose that does not materially interfere with Grantee's use thereof. Without limiting the generality of the foregoing, for so long as Grantor's property is used as an electrical substation, the road improvements within and the access road immediately adjacent to the Easement shall remain passable by lowboy trucks and suitable for H-20 loading. In addition, Grantee shall implement and thereafter maintain the following traffic control devices and procedures at the intersection of Grantor's driveway and the central driveway to Grantee's development: Notwithstanding the foregoing, Grantor shall promptly repair and/or replace any damage caused in the exercise of rights under the Agreement by Grantor or its employees, contractors, agents, licensees or invitees. l I. reference. Exhibits. The exhibits attached to this Agreement are incorporated herein by this KING, WA Document:EAS 2013.0207001327 Printed on:5/7/2014 7:51 AM Page:3 of 17 Branch :F AK User :JEFF KING, WA Document:EAS 2013.0207001327 Printed on:5/7/2014 7:51 AM GRANTOR PUGET SOUND ENERGY, INC., a Washington corporation By~,/Uf, qf"a,ne hO•Cd•l:d I 4\?Hf,IU>S0-1 TitleJi,~;sq°'--.=t ~1..iass. ca~..u 17 ~ ~,. se,,zv1c,iti GRANTEE SOUTHPORT, ONE, LLC, a Washington limited :·";'~ . NruneM icha-e.l Chv1!.f Title~S!0Wf'. fi" Sl:CO D.e.yelq,Vl')erd- linc:., i h"t\.~ THE BRISTOL AT SOUTHPORT, LLC, a ;::~~ Title Wt'S~Dw,Jo~l'\i- lVic. it,; tnANtq~ BUILDING CAT SC)\JTHPORT, LLC, a Washington limited liability company ~-£~F Ti.tie l?{(C,1 oft.Pl t o f $ECO Divelopn"t.n r·. /1'\L:. 1 ~ ma..n.1t..qer ISLAND LLC, a Washington limited Ii.ability company Page:4 of 17 Branch :FAK User :JEFF KING, WA Document:EAS 2013.0207001327 P rioted on: 5/7/2014 7: 51 AM Page:S of 17 Branch :F AK User :JEFF STATEOFWASHINGTON) ) ss. COUNTY OF ('.:; .., (... ) On this 1:~ day of F,E;BRl/~f.)( , 2013, before me, the undersigned, a Notary Pu~lic in and for the St~te of Washington~uly commissionefl..:~'("~'laU~~ VIA:\"°el I , R.,c.rl~~,W.,I , ktJ.ow_n.J.oJ1/~'fo ~eJ_!i.e q ~ ,K iiii« ":,I of PUGET SOUND ENERGY, INC .• the corporhrul\ ffiat 'e1i'f:clitealte \iregomg instrument, and acknowledged the said instrument to be the free and voluntary act and deed of ~aid corporation, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that 1 know or have satisfa'-1ory evidence that the person appearing before me and making this acknowledgment is the person who c signature appears on this document. WITNESS my hand and official seal h above written. ffixed the day and year in the certificate KING, WA Documcnt:EAS 2013.0207001327 Printed on:5/7/2014 7:51 AM Signature 1M (.,.&,z.,;' ~ ..l '7~-, \.. ... "" Print Name NOTARY PUBLIC in and forthe State of Washington, residing at f,t f.o "'II oil My commission expires 9-IS" -l'f-. Pagc:6 of 17 Branch :FAK User :JEFF STATE OF WASHINGTON ) ) ss. COUNTY OF )4, ) On this ?,! ~ day of ~ Vl\t4.Jcf:1 , 2013, before me, the undersigned, a Notary Public in and for the ~tate of Wa;ington, duly commissioned and sworn personally appeared -O\vlj , known to me to be the 0T~P.f-~Q.IITJJJ>ORT ONE, LLC, the limited liability company that ex%1:u t i'li~' · ~TrIDhl!?ii;ind acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. l certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. KING, WA Document:EAS 2013.0207001327 Printed on:5/7/2014 7:51 AM Si~~ "T 6i I Vi ntt-e Y-9a. h om Print Name NOTARY PUBLIC in and for ~e State of Washington, residing at WJ O I It,/ /t My commission expires 3-11:, ·2Q/(JJ Page:? of 17 Branch :FAK User :JEFF STATEOFWASHINGTON) ) ss. COUNTY OF '\ltVWj ) On this :7l°i:' day of JQ4/J~ • 2013, before me, the undersigned, a Notary Public in and for the Stl!te of Wasbington,d y commissioned and sworn personally appeared ML~l.l Ch~l\",f , known to me to be the ~ of THE ~~~J:OL AT SOUTHPORT, LLC, the limited liability compa 'ffi'e~1,,,91\fl:'1tlslnlment, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the pc-rson appearing before me and making this acknowledgment is the person whose true signature appears 011 this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. KING, WA Document:EAS 2013.0207001327 Printed on:517/2014 7:51 AM --Ya~~ Signature 1~lvit1der-~tLviotz,r Print Name NOT ARY PUBLIC in and for the State of Washington, residing at 12e ~o I W-A My commission expires 3-1 -2DIUJ · Page:8 of 17 Branch :FAK User :JEFF STATEOFWASHINGTON) ' ) ss. COUNTY OF l?+:tij ) On this '3/$.J;" day of ~~ , 2013, before me, the undersigned, a Notary Public in and for the State of Washington, d y commissioned and sworn personally appeared ~ t' st ' known to me to be the ~ nf_J!lLIJ,PJN~.J:: AT SOUTHPORT, LLC, the limited liability comp fd'n!fioili'~r~ent, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that hdshe was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my band and official seal hereto affixed the day and year in the certificate above written. KING, WA Document:EAS 2013.0207001327 Printed on:5/7/2014 7:51 AM '~~ Signature -ralvlnr:1-CY" 0ahorn Print Name NOTARY PUBLIC in awl foIJ!le Statt; <Jf Washington, residing at~n, U(\, W-1t My commission expires;2-l 5-20UP · Page:9 of 17 Branch :FAK User :JEFF STATEOFWASHINOTON) ) ss. COUNTY OF }?:Ltv?J ) On this 31S±; day of <lPJ:t~ , 2013, before me, the undersigned, a Notary Public in and for the State: of Washingt~ly commissioned and sworn personally appeared-~-Mt QJ:j(U f CJ:u,t S.t , known to me to be th.,.,.,.-1frC !df pjll:(1111(, )All~f JSLAND, LLC, the limited liability company that executed the regomg instrument,; acknowledged the said instrument 10 be the free and volwuary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this docwnent. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. KING, WA Document:EAS 2013.0207001327 Printed on:5/7/2014 7:51 AM Signature -r~lvit1vf-w Print Name NOTARY PUBLIC in al)lj for the Sro~e qt;_ Washington. residing at l<CrltlYl I Wtt My commission expires '2>:::f E, -2 0 l lP , Page: 10 of 17 Branch :FAK User :JEFF ST ATE OF WASHINGTON ) ) ss. COUNTY OF \4.Vl?'\ ) On this ?7j~ day of ~)n.n.v(L~ . 2013, before me. the undersigned, a Notary Public in an~ for the State of Washington,dt( y commissioned and sworn personally appeared ~~ff£~ , known to me to be the f ~· SQfilft~RT,.~C, the limited liability company that executed the regoing , 1111rc'lmbwi~!llil:'d'4lle said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. KING, WA Document:EAS 2013.0207001327 Printed on:5/7/2014 7:51 AM !~~ Signature Page:11 of 17 Branch :FAK User :JEFF EXHIBIT A GRANTOR'S PROPERTY LOT C, CITY OF RENTON LOT LINE ADJUSTMENT NO. LUA-98-176-LLA, RECORDED UNDER RECORDING NO. 9902019014, RECORDS OF KING COUNTY, WASHINGTON. KING, WA Document:EAS 2013.0207001327 Printed on:5/7/2014 7:51 AM Page: 12 of 17 Branch :FAK User :JEFF EXHIBITS GRAl'ffEE'S PROPERTY 1. Real Property owned by Southport One, LLC: Parcel A: LOT I OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON PARCELB: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN RECORDING NOS. 6201855, 6317510, 9902019014, 20000131900006, AND 20001 I l 70000S3 S 2. Real Property owned by The Bristol at Southport, LLC: LOT 2 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON PARCELB: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN RECORDING NOS. 6201855, 6317510 AND 20000131900006 3. Real Property owned by Building C at Southport, LLC (an undivided 65% Interest) and JSLAND LLC (an undivided 35% Interest): PARCEL A: LOT 3 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000 I 31900006, IN KING COUNTY, WASHINGTON. PARCEL 8: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN INSTRUMENTS RECORDED UNDER RECORDING NOS. 6201855 AND 6317510, IN KING COUNTY, WASHINGTON. 4. Real Property owned by Southport, LLC: LOT 4 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON KING, WA Document:EAS 2013.0207001327 Printed on:5/7/2014 7:51 AM Page:13 of 17 Brancl1 :FAK User :JEFF PARCEL B: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN RECORDING NOS. 620185:5, 6317510, 9902019014 AND 20000131900006 KING, WA Document:EAS 2013.0207001327 Printed on:5/7/2014 7:51 AM Page:14 of 17 Branch :FAK User :JEFF KING, WA Document:EAS 2013.0207001327 Printed on:5/7/2014 7:51 AM EXHIBITC EASEMENT AREA Page:15 of 17 Branch :F AK User :JEFF EXHIBIT:S-C. ACCESS, LANDSCAPE & UTILITY EASEMENT CITY OF RENTON, KING COUNTY, WASHINGTON A PUBLIC EASEMENT FOR INGRESS-EGRESS LYING OVER, UNDER AND ACROSS THOSE PORTIONS OF GOVERNMENT LOT 1 IN THE NORTHWEST QUARTER OF SECTION 8, TOWNSHIP 23 NORTH, RANGE 5 EAST, W.M.. MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHEAST CORNER OF LOT 3, CITY OF RENTON SHORT SUBDIVISION DESIGNATED AS "LUA-99-134-SHPL" AND RECORDED UNDER RECORDING No. 20000131900006 RECORDS OF KING COUNTY, WASHINGTON; THENCE SOUTH 75°44'38" WEST ALONG THE SOUTH LINE THEREOF WHICH IS COMMON WITH THE NORTH LINE OF LOT 'C' CITY OF RENTON LOT LINE REVISION DESIGNATED AS "LUA-98-176-LLA' AS RECORDED UNDER RECORDING No. 9902019014 RECORDS OF KING COUNTY, WASHINGTON A DISTANCE OF 83.33 FEET; THENCE SOUTH 68°22'40" EAST A DISTANCE OF 63.38 FEET TO A RADIAL INTERSECTION WITH A 1388.68 FOOT RADIUS CURVE BEING THE WESTERLY MARGIN OF BNSF RAILROAD RIGHT-OF-WAY ANO THE EASTERLY LINE OF SAID LOT 'C' CITY OF RENTON LOT LINE REVISION DESIGNATED AS "LUA-98-176-LLA' AS RECORDED UNDER RECORDING No. 9902019014 RECORDS OF KING COUNTY, WASHINGTON; THENCE NORTHEASTERLY Ai.ONG THE ARC OF SAiD CURVE AND MARGrN PASSING THROUGH A CENTRAL ANGLE OF 2°00'55" A DISTANCE OF 48.85 FEET TO THE POINT OF BEGINNING. KING, WA Document:EAS 2013.0207001327 Printed on:51712014 7:51 AM Page:16 of 17 Branch :F AK User :.JEFF EXHIBIT ACCESS, LANDSCAPE AND IJ1lUTIES EASEMENT ., SOUT1-f'ORT NE CORNER LOT 3 WA-99-134--SHPL LOT 3 REC. No. 20000131900006 ..-\ APN, 082305-9055 t f\'b \ 1RANSl,l1SSION \ ~~ \ TOwER \ ,;,'\. ' _, ~ -~ \ --,.,~. ....- EOC£ ASPHALT GAS, ElEClRIC LINES, ACC£SS & MAINTDIANCE EASEMENT REC. No. 9902264178 PSE CO,,,PANY PROPERTY l.OT C Of' LOT LINE REVISION No. WA-98-176-u.A REC. No. 9902019014 Al'lf, 082305-9191 PROPOSED WALK&: ClJRB I c.,I t;-/it, ~,ti!/' &/8 !'~ ··/I I I I KING, WA Document:EAS 2013.0207001327 Printed on:5/7/2014 7:51 AM \ ,. -30' ~.OJ \ \ \ @ NORTH , -.__ GO' Page:17 ofl7 Branch :FAK User :JEFF Atter recording return document to: City Clerk City of Renton 1055 S. Grady Way Renton, WA 980S7 DOCl,J MENT TITLE: Easement for Public Street Purposes 1!111111111!111111~111~"' ill 20130312000756 CITY OF REIITON EAS ee.ee PAGE-HJ OF 989 83/12/2913 11:28 KIM; COUNTY, UA EXCISE TAX NOT REQumED Rderto ~<!""" /"fa BY. ~ _ _, Deputy REFERENCE NO. OF DOCUMENT(S) ASSIGNED OR RELEASED: N/A GRANTOR(SI: 1. SOUTHPORT ONE, LLC 2. THE BRISTOL AT SOUTHPORT, LLC 3. BUILDING CAT SOUTHPORT, LLC 4. JSLAND LLC 5. SOUTHPORT LLC GRANTEE(S): 1. CITY OF RENTON, a Washington municipal corporation ABBREVIATED LEGAL DESCRIPTION: A Ptn of lot 3, Oty of Renton Short Plat No. LUA-99-134-SHPL. King County Recording No. 20000131900006 ADDmONAL LEGAL DESCRIPTION ON PAGE(S): Page 2, Pages 7-8 ASSESSOR'S TAX PARCEL NO(SI: 08230590S5 EASEMENT FOR PUBLIC STREET PURPOSES The Granters, Southport One, LLC, a Washington limited llabllitv company, The Bristol at Southpon, LLC, a Washington limited liability company, Bulldln& C at Southport, UC, a Washington limited liability company, JSLAND LLC, a Washington limited liability company, and Southport U.C, a Washington limited liability company (herein collectively referred to as hGrantor"),for and in consideration of mutual benefits and other valuable consideration, does by these presents, grants unto the City of Renton, a Municipal Corporation("Grantee"), and Grantee's successors and assigns, an easement for public street purposes, including 312'9/00S 01/18/13 tread\SECO Develaprne,nt\Southport KTNG, WA Document:EAS 2013.0312000756 Printed on:517/2014 7:51 AM -1-SOuthport to City Ea M!ment2 Page:] of 9 Brandt :FAK User :JEFF sidewalk, public and private utilities, traffic signal(s) with necessary appurtenances, street illumination, slopes, and landscape maintenance, over, under, though, across and upon the following described real estate, situated in the County of King, State of Washington: A portion of Lot 3, City of Renton Short Plat No.LUA-99-134-SHPL, King County Recording No.20000131900006, legally described in Exhibit A and illustrated in Exhibit 8, attached hereto and incorporated by this reference. For access purposes and constructing, reconstructing, Installing, repairing, replacing. and maintaining a public street.During any time in which Grantee is exercising its rights under this easement for construction, reconstruction, installation, repair, replacement and maintenance, Grantee shall provide at its expense all personnel and equipment that are reasonably necessary for traffic control purposes, and to permit continued orderly and safe access to and from the Grantors' properties. Grantee shall provide Grantors with reasonable prior notice of any such activities to be performed by Grantee, so that Grantors may notify their occupants and visitors of anticipated traffic congestion and delays. This easement shall run with the land described herein, and shall be binding upon the parties, their heirs, successors in interest and assigns. Grantorcovenants that it is the lawful owner of the above property and that it has a good and lawful right to execute this easement. IN WITNESS ....!J..!. 'aay of WHEREOF, said Granter has caused this instrument to be executed this ,=e.bv-vtt\ ~ . 20 (2 . GRANTORS; , a Washington limited liability company: ey, M1 l\-el Ckr1st Its: fr'esrrJ.ev-ir o+ £8(,o be.veforWie.J>,t Inc.. i-Jzi m tth.Jl!)t-r 3129/005 01/18113 tread\SECO Oe,,oelopmll;!nl\Southport KING, WA Document:EAS 2013.0312000756 Printed on:5/7/2014 7:51 AM ·2. S0U1hport lo C.ty Eas.ement2 Page:2 of 9 Branch :FAK User :.TEFF THE BIUSTOLAT SOUTHPORT, LLC, a Washington limited liability company: ., ~ Cl,.r',<t its: _Presicler-.t of S£C-ODe,ve,{opvne.V\t fne,J 1~ m c,.,"-OfieV- 3129/005 01/18113 treed\S.fCO Deve1opmenl\So1.1thpor1 KING, WA Documcnt:EAS 2013.0312000756 Printed on:5/7/2014 7:51 AM . 3. Southport: to Ctty EB1iement2 Pagc:3 of 9 Branch :FAK User :JEFF BUILDING CAT SOUTHPORT, LLC, a Washington limited llablllty company: '" ~ Chr:,,;t Its: Pres1ofeht of-s~co Deve.lopment Inc., if7:. m ctn a ge..r 3129/005 01118/13 l!ead\SECO Development\Souttipon KING, WA Document:EAS 2013.0312000756 Printed on:5/7/2014 7:51 AM Page:4 of 9 Branch :FAK User :JEFF LlCfCORPORATl FORM OF At:llNOWLEDGMENT Notary Seal must be within bos STATE OF WASHINGTON) SS COUNTY OF KING ) On this 11"" day of F.e.lorvlll.t:!j20~ before me personally appeared: . .,.,. .... -..,,..._ -' r r. .i.. /.,, \;. 991.i~~ AA I vb.o. ti vnf'" I I. 1 to me ff~ ~~,,,~ known to be the i're.s. of-SEto Dev11.loprv>eht M/lvt.'1-,!)C'ttf' ff .., o"l'"'t~ \soUTHPORT ONE, LLC, and acknowledged the said instrument to f O ..., _ • -!be the free and voluntary act and deed of said limited liability \ 6u ~ Jcompany, for the uses and purposes therein mentioned, and each \.~ 11 •"'.-.1o Fir g on oath stated that he/she was authorized to execute said ,'i' ..;]9 ~~§ instrument and that the seal affixed, if any, is the corporate seal of ... ~_:~ sai corporatx ~ Notary Publk in and for tJ:te State of Washington Notary (Print) W<;.A, Loll 1n '> My appointment expires:.~P~·-L_"l~·~l1-~--------- Dated: ;i. • 11 · I? U.C/COfrt'OM R" HJRM OF ACKNOWtfDC1MENT Notary Seal must be wlt1'1n bo, STATE OF WASHINGTON) 55 COUNTY OF KING L ~~"_:'••,,. On this I r11-· day of F-!leD:10 ~· 20~ before me /o1'-~~~--:::~~~'\ personally appeared: • t f .YA 4'9~ "-\ \ M I (,,h.fA d C.~ r1 I. to me !i • _ •i ~nowntobethe Pr ,;..of, Eu, e.11do m 1-\.t ,«w ~ ~"'u ,._i' IE 'l: ffHE BRISTOL AT SOUTHPORT, LLC, and acknowledged the sai \~ ~!~~ .... ./~.[instrument to be the free and voluntary act and deed of said ~'."~ ~ ,# limited liability company, for the uses and purposes therein ·,,.~ mentioned, and each on oath stated that he/she was authorized to execute said instrument and that the seal affiKed, if any, is the corpora1e seal of said corporation. 3129/005 01/1'3113 tread\SECO Deveto.pment\Soutnpon KING, WA Document:EAS 2013.0312000756 Printed on:5/7/2014 7:51 AM x_~ Notary Public in and for the.State of Washington Notary (Print) LH,IL Lo\ l I Vt$ My appointment explres:_~1~''21~--_11:.,._ ______ _ Dated: .Z · II · I? . ". SOU'tl'lpon IO ary Easemenl2 Page:5 of 9 Branch :F AK User :JEFF UC/CORPORA n FORM OF ACKNOWl.EDGMENr Notory5eal must be within box STATE OF WASHINGTON} 55 COUNTY OF KING I On this 11 fr day of F.e.""'110 Q1 · 20Ji..., before me personally appeared: ' M IC, ha ti L h..r,s t to me t,,"''•,,,,, known to be the Pre:<;. ,of GE: U> Dmel!!fWN M4."Ajf.15t f ~~~· N~ f:Q \ BUILDING CAT SOUTHPORT. LLC, and acknowledged the said j :Jl,r~'fA,tp: "8:1 \ instrument to be the free and voluntary act and deed of said i _ • -• ! limited liability company, for the uses and purposes therein i "'ue ,fJ f~ ii: mentioned, and each on oath stated that he/she was authorized to '\,"); 11_2 ~,"' ~-J execute said instrument and that the seal affixed, if any, Is the ..,,,,..,~ .• e; corporate seal of said corporation. "ii,...,c,:,:::,....-~ x_ ~ 31291005 01/1&'13 tread\SECO Development\Sou1hport KING, WA Documcnt:EAS 2013.0312000756 Printed on:517/2014 7:51 AM Notary Public in an!f for the State of Washington Notary (Print) Li SA_ C,q l I I Vl. S My appointment expires:. _ _.,l.,_l_· 2'=1'lc.·..:.1±_,__ ______ _ Dated2-l 1 · I? Notary Public in and for the State of Washington Notary (Print) Lls.a Coll Ins My appointment expires:. _ _,_1 _,_1 _,_,M='-'· lc::'t:1--------- Dated: 2--11·1? -6-Soulhpcrt 10 City Easement2 Pagc:6 of 9 Branch :F AK User :JEFF UC/CORNJRAff FORM OF-~CKNOWLCDGMENT Notary Se1l mvst be within bo• STAT£ OF WASHINGTON) SS COUNTY Of KING J. On this t f 1l-day of Fe ioY1A.a.. qj . 20.12., before me ~£."'"r'c~~~ personally appeared: . ~'~~-1~N.1',. M 1 c..h.()e( Ch.r-1~1 tome I +oT ....... ~"'\known to be the :a-es.of 6"Eeo Dcvf-Coett?C"'-t Mtt~tif f ~ . _ ... 11 ~OUTHPORT, LLC. and acknowledged the saldinstrument ti;"'1he I~ :'\,e \C> i /tree and voluntary act and deed of said limited liability company, ~ ,,.~ .. V~ff· tor the uses and purposes therein mentioned. and each on oath 1 o,. ~,,,--" stated that he/she was authorized to e><ecute said Instrument and '"1o,,.,.ir~ that the seal affi•ed. if any. is the corporate seal of said APPROVED as to form only: Mark Barber Senior Assistant City Attorney 3128/005 01/18113 tread\SECO Oeveklpment\SOtrthport KING, WA Document:EAS 2013.0312000756 Printed on:5/7/2014 7:51 AM corporation. \.J) ·1;_,,i A /I . A__~ Notary Public in arid for thJ! State of Washington Notary {Print) Ll ~ l-O(l I Y\.$ My appointment eJ<pires:._~) _I -~~-+-· "'""If.,_ ______ _ Dated: 'l-·II · I ? Accepted by the City of Renton: "~~ d(egg i r n Public ~=inistrator Date: ~7,.,,J.....,2.'""?ej+-'-) -c.3 __ _ -7 -Southport to City Easement2 Page:7 of9 Branch :F AK User :JEFF EXHIBIT A A PUBLIC EASEMENT FOR INGRESS-EGRESS, LANDSCAPE AND UTILITIES LYING OVER, UNDER AND ACROSS THOSE PORTIONS OF GOVERNMENT LOT 1 IN THE NORTHWEST QUARTER OF SECTION 8, TOWNSHIP 23 NORTH, RANGE 5 EAST, W.M., MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHEAST CORNER OF LOT 3, CITY OF RENTON SHORT SUBDIVISION DESIGNATED AS "LUA-99-134-SHPL" ANO RECORDED UNDER RECORDING No. 20000131900006 RECORDS OF KING COUNTY, WASHINGTON; THENCE SOUTH 75"44'38" WEST ALONG THE SOUTH LINE THEREOF WHICH IS COMMON WITH THE NORTH LINE OF LOT 'C' CITY OF RENTON LOT LINE REVISION DESIGNATED AS "LUA-98-176-LLA' AS RECORDED UNDER RECORDING No. 9902019014 RECORDS OF KING COUNTY, WASHINGTON A DISTANCE OF 56.85 FEET; THENCE NORTH 03•45•00· EAST A DISTANCE OF 67.14 FEET; THENCE NORTH 69°0T12" EAST A DISTANCE OF 36.13 FEET TO THE EASTERLY LINE OF SAID LOT 3 AND THE WESTERLY LINE OF THAT EASEMENT RECORDED UNDER RECORDING NUMBER 6317510 RECORDS OF KING COUNTY, WASHINGTON; THENCE SOUTH 14°22'58" EAST ALONG THE WESTERLY LINE THEREOF A DISTANCE OF 68.00 FEET TO THE POINT OF BEGINNING. 3129,005 01/16113 lre.ad\SECO Dl,v@for,ment\Soi.rthport KING, WA Document:EAS 2013.0312000756 Printed on:5/7/2014 7:51 AM -8· Southport IO City Easemeru;2 Page:8 of 9 Branch :F AK User :JEFF V / - GAS. D.£C1RIC LIKES, ACCESS It MAINTENANCE £ASEMENT REC. Ho. 9902264178 PS£ COMPANY PROl'£RTY LOT C OF' LOT LINE RE\1SION No. lUA-98-1?8-U.A REC. No. 9902019014 /.Pt,I: ()82305-9191 I I r.,f ~~ 1$_'3 !'t.~ vij I I 3129/005 01/18/13 tread\SECO oe ..... lopment\Southi,ert KING, WA Document:EAS 2013.0312000756 Printed on:5/7/2014 7:51 AM I I . 8. • . ·w , H ,@ \ NDRlH \ PIU)POSEII \ WALK~ CURB\ Sol.l'lt'lipon to City Easement2 Page:9 of 9 DEsCJn:PTTO)l'e P/\MEL B OF .. 'CITY O? R£NTON LOT Lr:?'IE ADJUSTMENT NO. LUA 98-176, RE;.ei:liIDED IN ,-KING COUNTY I W/\SHDl'GTON UNDER RECORDING NCl. 9'902019014 .·. /·~ITtJATE:,t'~ TllE CI'r'i Of RENTON, WAS11I~N COUNTY OF RrnG, STATE OF DEOLJiai'l'ION .OP""ci:iV'!mlfn. D:BCJ.Ul.T'IOll'' KNOW ALL MEN B"i THESE PRESl:NTS THAT WE, TUF. lmOER!lTGNF.rl, OWNER!\ lN l'EE SIKE'LE OF TRE LMfO HEREBY PLATI'ED, HERRBY DECLARE TllIS SHORT PLAT T¢ BE THE GJIAPRIC RP.?RES!:NTATIDN or SAME' AND THAT SAID SHOR"!.' Pl.J'.T IS KADE WITH THE FREE CONSF.:HT OF AND IN ACCORDANCE WITH THE DESIRES OF THI! ~£RS. SOOTHPORT, L,L,C,, A WAS~GJON LIMITl!D LIABILITY ~ ./-/ ii:-·1 BY: ~K· ,' -· 'cim T ITS: MEMBER c=ANY 'J. ;:~RE o~ Of Tllll,_-:·~ANO EKiR>,c,i;tj'~ITl!JN Tll!::l ::lllORT "P[.1,T IN RETUp!'I' ··"•· .. ,, '.''·;· .-r.;~:,.;;y\~f~!;i/'.;:Ntc1:!j$fll: ~~~~~:~~:rc!!L S~~iii~ .. /1 . rn:,:i,lr. NF.W ~SEMF.NT,'l"···REF.~ENCED ~rt.ow TO .~"i Alm .-},LL ).:UToru: ,,-·"':.~-. ., ... PURCH/ISERS .OF 'l'HE H"'TS, -l°lR OF 1<Wr SU60IV~"SIONS 'l:l!ER]ij)"F, THIS ;,_.._ •:.,. COVENANT s«)._T,,L R~: NITt(THE LAl-!1'• ·'' ._:: ··•· .. :, · .. -,-/_~~>:,, ,::::;~~:~:: co1JNTY .. ~fy .Ku·•l:I"':-··:·.-· ss ~ -BRH .... -·· lfOTEQ, l. YIELD ::lURVF.Y PEFffORMf:D l'E9RUARY l9, 1999 el'··m::OUNo .,· TRAVERSE W!TH WILD TC::1010 TOTAL STJ\TION; LEVELS OP .Y PRECISION 01',TltI!s'F.D EXCE!':D T:-10::l'K ::l\IT PORT]; lN WltC 33~--t~.0- nqn, 2. IJASIS OF ll£ARI.l<G5: LINE il:>TWEEN CITY OT RENTON l-'!ONUMWTS 51 AN:> 71 BEARING NORTH 89' 33 '15" WES? AS SHO'llll" HEREON. MERIDIAN: NAD B3}~,'. SURVEYOR'S ciRTIFICATl This mi,p ,::Q(l"'~y rapre5.lllit~-8 surve)talk! by ~u or under my dlrg,::tlol'I in conronn;,nce with !h~-.Ji,quir&menl!r"ot Iha Surve-y R:ii'corillng Act .,.t lh& raq...,s}:.=., ,/ .$~,,(,·"ipPrf>·.'L.J..._e._ ,,,.:.1n_ . .f:!=.!bi:...., t9 .j!S.- /l)jL/.,.._ a. J.Ji& &i•~D'o, c·;rtiflcalg No .. ...-='24~i,-_·_ ,,· . '" •·•" ... BUSH, ROED & HITCHINGS. INC. CIVIL ENGINEERS & LAND SURVEYORS 2009 MINOO AVf:. E. {W6J 323-4t44 SEATnF., WA 981M--3513 (,lN:"iffi~ J.i.1tt ~~if'.-oF ~t,M..'( , 2000, BEFORE ME. THE ;;-'llNDE!Ui~A .. ,flOTARY PUBLIC IN AND PO~ THl'.: STATE ~! ,;' WASHING'l'ON, Dut.Y COMM:t,SSI-ONW-_AND SWORN, l'ERSONALI,d"·~!'MRED .. MI~L CHlU,ri, Tq .. lft lQIOWlf 'l.'O ·e~ . .,. ME!mER 01' S~OR'f.f-"· L.L·~i::.' "nl:f:l'<'.:Okll1!1lY THAT EXECUTEO T!lE FORECOIN,:...•:rnsTR~, AND .:~~E= _JE s!~ii°c~:~~/o~tE u~: =~tjs~~~~~!IN ·=~-~bi~~O~~~~~ STATED":~~,/ IS:"~~Rl.~.:'f TO EXi=TE ·w~s m:":itAllD MO orFICrAL SEAL THfill~ AFFT~ THE . .oA't.Alro' YtiR msT••on.:nma .· ~if~:::.\ "'""d .i ·.· ~ ,\~IY4rt.4P ,~[<;-.. / :.PRi NAMf OF NOT~·-······;:~ Jr.o.l/~~!,''" ···=·. ,.· ,:. ~-,,·: $ ro.!?~ ..... ~._.·: Jllie~ U i'-l;.!4Q ... -· :-1111~ ;,.·. -'!'" i ·' :I1;~';;;;;·;~ :':. Jt~{If:ti,i···· -~- xu1c···co1ncr.~QE r;:x:,,.Jqtm Al(l5:·;·pm:VED THIS-~ DAY Of J";,,.,.J , 2000 1,.1). Sl!.r& N. ~I.~ ·:·:~ KING C61JNIT A{/sESSOR .:· ir .. r-,1J • .r. ,:~r.r J"::Z: ~"!/i;.~r ~ D.-:f"'7 ;:,::, ·~~,,£~• ~,;i Ch.(r:,).~~-',' SM2./ ,000 A. o. ,,~M,liif o::s.~~~m,,c ... •OR<S AUDITOR'S OR RECORDER'S ceRTIFICATE F,l.ad tor record thl,. __ ,., m __ , :moo al_ M. In Book. _ -~"' $~ !OI P"9"--.,1 thg ~qu~I ... BUSH, ROED & HITCHINGS, INC. COUNTY AUDITOR OR DMSION OF R'ECORDS !Ii ELl':CTIONS County At1d!1or-or SupMlntgnde"1 of R..cor<b ISURVEY"l!otl: 'R~~ ·SECO DEVELOPMENT, INC. SQUTf!PQRT SHORT PLAT ,:ltiq.;.cOUNTY WASHINGTON tila"!~. ~r ... ,,~~-:· o .. ,e '9-9-99 .WA.H l~-~·-······.®NE .~he_:Y?'.;f 2 .... ,(~ni,_o; TRACT:~: LAlo;E wi1NtNGT?.f'SH~l'Nos. ™ THE·.;. N. 1/21'F THE tr.W.1/A, Of."·SEC. 8, "Y.."23 N., R.;5 [ .. W.M .. CITY./ OF ~~-~~:t1NG co~,~~-)1." WA~?N~TON •. TOTAL SITE AREA a -~-10 AC".1,_i;:s. l;A-99-4~4-SHPL L~-20-01'56 " 0 0 Cl z ~ ! I ' 1 ' • ' ~ i~ ,si a • [ u ~,. g~, !I. ·r ! • . . ; . _ ... -· .-;,,.. ' . vt-, 4'55 · '·t16t'1 -__ ,._ ...... ~ .. -.. -~ ~~ R,'11, 71~ --------..-........ . . .. L -• flit Gnnt.</1', ,"liQll"'."f'"llll!I-l\l.ltD'lll .lli\IllfAY C(lffilNY, a 1¥"con11a oorpon- . tiP!?,; -~~ ")llM! JlW,ol'j·~. f,o,, ~d in OQ1'1l.d ... t1on of One ·""° .... ,100-0o-u-'(tL.®1~----·;c;~ .................... ,, ••••••••••••••••• t.o,it po.ill ..... ~'•0~ts be ... 1,, OMU.l'led, iloe.o h'ol'Oby .... ,rt. to the CJ"'Y · rt" -~1 • anW.,-e~l. :t:~:Qratd~ Qr the st.t.e. ·or .waM:1.ns:·ton, ~ere:l.n!li't&r c~llo<l'C/;l;t, · · . • . -···· . ' j ' !11 ~t·to uu·tor publ1,i!·st.re1t purposes lncl~xuni: a grade' ~~ _.~ _~:-~l~.,. _pO.r,y1s "tr~ie-f(~nd rot' no othet' 1'U'poses, the fol- ·l'?1~h;P.:·~•~·l,ed ~iffs ~!twtted :i_Jit,_ 1Ci~E. C,:;u..·i-~;r~ State or ~"lsli:ingt,,!'.l: • ,. -•• -C· .••• • • • r " '!'hai-.po.rt;lGQ')'U~,.Vo~ent ~:::3.:_ of '3ect1,on 8 u:~ :2that. rort;j,;:,r. o.f .~kr. i~:lfl!!;~ Sl'?r• l.a~;'·aooorrlfilg io tl;e r,,corded 9l•t ~eor, ~'~vrly of l<Werllillor>t,J.ot 4 o.t: •. &!<rt4on 5 and ilo.i,j,,lll"<ht:li.i,t;l of said.S<!~ti'>n ii; l'oimship ~3 N~th, llanc• S .1i'.:\:l'l·h)i"fl!.•":i-'~c_at~_._:Pf·.Rw.l-'~?ldr __ on BaUvay _C.~ar.y 1 ;:t· 111~p .. -4:~t~....,.:.~-~A~:,_. _r~~~?-~~fS_~-~~,_}Jo~ _~3, .. J~o, r@~sed .,.. . . . . ,·'1!1:.1,. l~,., >nd.ident±tiea'.:~~°'i·· A,. •tt:rnh~ heret,o am :2Ji6kf{;~~: ,,~:)'art bereor, · ·.. -r. ··if.~}4/')J~ -:r"·i __ i{ij~t~1::~-~-e'n:eht i.fl f1i8,~l'I ~~a~~.t"::fo t~ follOW'.i.n¢ ~XirfisS con-'.ii 1,i.•:ms: s~;1:1v~il~;.1fff ···i' •. -· ......... ·•· .·. ! : . .· ·. . .. , ' . \.:·_ ._..:,-· -<·j$~ i~~~~feh_~ ~:re-by granted·.a~.~,i~bJ~.t,'.i~hotteV1-!~\t4: sl>~h uSe of ·-·~ •. '.'s.•.}:.·. ,_·~~.-:V:¥/~ ... : .. ~.· ..... ·-.· .. ~ ..... ~.-~; t.h!! ~.~l~-.C.?#:~.:.·._~y.~:-:_N'~~:;,:w .. }.ffike n.o·t.· i.nC'ot1.sist~ . _, _·;.--'":_.-,: ·ffl'tr'.·iff'.-~-!~!'a~·~M-~ ·m1de; .t.nd :f,C-p$'"Q,t.t,;,_-.'!J.M$es •.-;11.~1:>ns.es .l_le.r.E:t~l'Ol'€ tf {:~-'.:.:·r. -;Ta!rtt>A ··1* ... 111ct.h0 ffl:l".1•·*:. tomp,my ~e.,;.o~l;:, j,41.h-·tn O:r '!. 1-,n, 54(1~ ~p1•e!]l(su8 •. ·· }:~~:,~~:.;. f1fgi).·[~2~~~.., 00,~"0Y ~ ••• n :~®~-ri,ht t9·~;~£:'r•c~·~·~-•t ••11 .. _f-~?.~J)~~ ·.trACkr~~; tQ ~ ~ . t, ffl-8,i.tff.i.d:fl,{ '1°1.e'9trStl"\te t. Ml., t"~ 1 ·)., . --~~-~•f:~~-~,t~ft~:fir:~\"'. .. },t_~-,tµ: .. ·]'t_, · ··· .. · Jl~.,;"",~s_atf·-8.M al•,., +,h"' !':ii+· t.:, .,1:,.;,.,. ·-·.:·.:,;;r-_ 1~~t:·t>:--"!'-or -~"'1 "~ -!'!'~·~ra.'l!l, 'l'!'""lt "lmt ~ ~·:tt i1;t :'l·-it~ t, ~erP.~_.. t~S~.( -~. ' ' '.;._ '• ;:' -: i~';;( ···_·---·--.. ; -. ~ ·: 1W l!>t.,,.~•l) ~ ~,nt lli.\~ l'°"Glll' or """?'illl·~"d .. i?)I ),o .,,,_ . , -. $tr~y~W• .. •rw.~l±~ -:,r mfft.& 1:1ti.llJf''"' (')'t" ~ t1tll b'n ~ v<n:U ;,n i"'•·'/. . ·~f~ .. ~-'~ c ... 1-.. 1»,,,l-.r ,.v,ns *-'1 i >11!"~-t,,,: r,<'/'t, t<, " ·'. ' • .' !J:l;· .' ' \~~...i,·!!;tJ;HJ.ea ~ ~-lit4-elfb •"''lceti"'1, •• Ml . : -,~ ". ,jJ'i -, ~.w 111' ~1 If J.'<J•n.•t· f.'f' -~ rQUc -11'-l· - , ••. tj),,'jffi>t ~t.ci'1'1.t~\i·.f!li;,1,!_1t ,i,ny t~'l:"lllll w ••'••••J h•'ff> s~r.•1>:""~,.'n'.~~t't.eit'tlf 1..,, !St''.~~ .i,,._. · ~loner., ti-~~~~~ sh-1,l;,e}jjl!e<ii<o'..t•ll';,oea.•. -~~-t~,~~~~\~:.: . <; .• ~ •• :T_• w.15502 R. W. 7146 Th£ 'A"f.ntor., NORTHERN' .P.\ClF1C Ralll.WAY C~PAN'!, e WisconSiD corpqra- ti,i!i~ here;lna:ftff called Railway c~.,, far •nd in cone:ider,tJ.on of one and No/100 Dollar• ($1.00) ............................ c ••••••••••.••••• to.it paJ.n 1:1,id the af?"e!"r'!l!tlts hPN!in ctint.11.t"led, does hereby grant. to tbe CJ.,.Y !"'IF' "'YO:"!'T~N 1 a l!\11nieipal eorrora~on of t.Jie State of" \lla$h1n,1tcri, ~IIT"C9inat'ter ("f,])-.rl i"::'lst;.y. An ec ,_e;--_en,t +.~ '\.:.Se f.,T nublir. street n\!MlO~e:a incJ,udj"'I: a ,gr&d,e ""'"">Sl'iling over U-.1! Railway Compaey'•s tro1-,k :url r~r M other purro.,e:,, the fi?l- ~-"i-rinf': c1@!11,~T'~bed pl"'!mise5 R1t11ated in ~:ing r.n 1i'1.ty, 3:3"tfl of 'i:i.sh1nct,~:'!: ' . .1' '!'h(J.t r,:,rt,ion of Qovf:17'.J'\~t lot l of .;;eot.:l.on 8 Rnd that. rort.1 ,:,n :"Jf Lake ,'.q,;hinJ!1:nTI 5flrirt!: Land~., a.r:~ording to the rec'l!'ded ,'."'Lat the.re of 1 ly:inr 'R"l!!+.,...rly r.if •::overnment lot l.i. of 3ee:t.i,jn 5 and ~o•n=irnrrient Lot l of said 5eet1on ~., Township O North, &r.r:'= 5 r:al'ltJ ·;.M., 1nct1cated in rtE!d color on Railway CO!'ii'~my 1 ,.:: m;i;r ·~,.JTl_')~red J\.r;, .•. folio A9,..?5, dated Nove.l'lber ?3, 19bt>, rio,vl~erl l'..:1;• 1~ l'.}t-7-•;:,d :Lle"ritifjed as 3xhibit r1;,.11 attached h!"r~t':! an'l ,i.vle -a-part t,ei·e'.;>1'. 1'h.,. 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"'l",+> ~j•.:.r <;1 ~1' not , . .,.._.,nt t..(I an~· f•P1"~,-,.~ .,r <'-lJ"·,.1n•, .. ;•"li·:.s:!.?n • i • ! ~ •;l "'"t. ;!' :, ~pt;;;,:,, nn•: :.hlJr< '.>1" r·,r'\V>it"' 1't,il1t,jP'j f')'r j•,,u:~il1tjl'"5 ·,p .,"!';' ;••t,.; ;'t·, _.,,. 1'!1.T;l-10-: t)t't-Yi·31-~,· l_t ... :-o~j~~H' 10 ""r'-p,"'~:,' h,.·;'11;>t•:t T~'.1°'-l't'\''n!_~ t"' :f."l""'].f t,t:,f-1'i:••,t, t(> ,-r.;.o+ .•n,r 1 r,torr:i~" ··J·,:i•-ided :>"\J~} 1•t'.1.i'l".jn, .,,. :·~C';]itit>~ .J~• 1 1--V:,il':'",-, 't.-·t t.• .• r-t•:r•i,., ... ·.ri+t· ~)'·, \;;"'Fa .... r ~.:t-'! :::•r,>Pt !".t• :'1,:,)-ir tr,,,.,.i~· Btu,.. WI 11/"/.'lf Vtll//, • IC J_1 i:;. ,.t~-1-!J:";~')(VI tJ.J'I' trf··,.~1rdl:ii: :,t ci•11>t.T1,wt.J m,·>f :.; •• iti ~Tade ,_·r:-'.-·.,:..r:,; ·n:'. :01.-:1.t'•.t1,o'l>-Jt :·;,tc:'l1t.it!i 1 ir1,...J•1Li1t: ,-.~t-:;in.t,i~ .'jl).·n,,l:1, hn:' 1h£" ,..H:~, .. tP!"l(~fc )"' <;11id si.·nnls ::.:···"11 i ";p c-.•v,.raY• '/ "I, • 1 , 1 .. ',r;-} -:C, j j 1 l i ' F M :_; .: . f 'IOl t955 1.cE 644 l L I ' ' • r ! t,. i t ' t, • • ' l r ~ ,. if; !f, (I'.) R -n STATE or Y.INNt:!OTA ) ( .. ) On thi!! .JS day or sc..nally appeared B. President, and 5·."cretary of th1:1 corpora on a. J!JJ;!,_, before""' per• to -. lcnown tc bi, a Vice o known -'to be t~ within snd .fore1;oing ~ruo'!nt, and a.;i<.1~ovl0:,1 ed sa:i.~· inzt.rur..1mt tc:,. 't.~ -the free and voluntary act an·J t-i:i-e-1 er ~,~ri ccrpor:~\::lN1, for t'he uses :a.nd po.r,posee therein ment:fonad, and or1 M.tt. ·. ~ ' ..... :: ~) "!-':. ·!) . .P~ ~UH'~ au.thori:z.ed t.o ex'eoute said instri.Utlent anJ that tte seal ~.·"J"i;.-oA.d i:fl' tn,a, Cf'rporat• seal of said i::orporat.ion .. '.I In .11 t::,"l's::i ,l,ereof, I ha't'e herP.nq.to set m)' hand and a!'fi"itcl my of- '"' '"'" ~ "~ '"' -·~·-· ~/.-, r:::.-_;~ .: .':-}\ -'-... 1i _1111 .-.. ,.--,._..-.,. ;f;1' J.M. ~!•Ji' /'i l'l .. ~;fl! :I '. --l!Jjf I , __ ...... , ',' i -· " 1 I ._,.-:{ l j t _,; ·, . ~!t4'- Wfll!W,flETB, ··-·<-_ _ ,' _t~t_. in const.dc·utto*:."Clf:_~ 'ilua·.Ql:.~ .. -~t).r.·r~l.00) j.,A ,hand paid, . ·_·±e_~!d.-pt of j,;1;.t!,:h_ b bH·eb'.y_ :&Cki¥!'f,l~_, -~---~--~i_(.c~e by Grantee of the · · ~,f.,v~:fi-.nt-~ ·.:~:~_in.after:_. Ht '.f-0rth1· '~twi.~·r--~~y-gr.fat~ _unt~ Grante_e_·.-· w:l.~h_out : ,~~-~~ty-~~f_·=-.-.a7 kUM;L.-,,• r~~ of·:~,,··.fii_:r _r<>~•Y dd_ r.-h.t~d utUi_toy purposes ·· 6ve.-r: and :-.-·a.c.T_~u and f.c1101i~.-'\g· df:-.tcribed .tw· )Htuatl?.d :ln the County of King, -.:Sta:te 0f-W.iiihfngtc:n, tv !.'it;: i:J:1,e .. Pr'lr,• .,~n hie · ' -•Iii//, tn eo..menctng at the Nor.thtut C.QtuCr of Govt:~nt Lol l, Se.ction 8, Tovnship 2J_·&rth>·.hog• 5 Eaat, .WUl.aette ~rldt.an; thence North.·~0 51 '0511 ·-W-e.st .alone the ltorth l{n,e: of a:aid Sectior. 8): t:he dht&nc.~ of. 960.01 feet to t:he Ko"C"theut co.rn-er of tlv Sbuf:fl.e.ton Ste....-Pl-'nt pr-0pe.rt~; ufd :c·Qrn¢:r ... being ot\···th,e· eu-rv1t"li.wi:tttt:rl.y b_Dund•ry of the Not"rhi!.'l'.o, Pacif!.C! R•U.way -ri:Sht of kay of radtu• 1,388.68 fut,.froaa lil:hu1Ce t~ cent..u b.ean, North ?4°38'2S" Wut;· thtnca ieOci"timJtng North 86°.~1 '05" Weat 56,32 fe.et; thence South 14°2}'31" E.;1.si: l02.. 3£, feet to a point on uid. "'*Hii<}'· b0-1,U\d,ry cf Northe:rn Pactfic Railw•y rti;ht of way,_ ui-0 point being on ~ curve of radius l.,J·aS.68._ foet fT"('lffl ..-hence tht> center bears North 70°2'3' 59" Wt.it_;-. ·c:tucin·ctl l'io'rth.e:.ar.er ly alon~ nid curving boundary .af"i . .-re. lJ1;n.gth·.;of 102.78 fee.t mou or leu·-t.';" t'tu!/1101nt--of te,s-lnti-i_n.g·,_ Thi.& euirmotnt 1'• grji:(l.·te;t·nn. ti11t ·-.f6t1-o-.SiriS-_·Y!t"_noa_ ,and n,M°'.f((nn6: l. S•i.d ro11dwa,y. llflQ. {i·j.~~io -~~l-i'.1{/t·; ~-i\'.,i('·i,>;~e>nnr~~\ed tmd Gudn- u.dncd H th.11 eol"e ~xpt:n~c ci.f''tlni-G:ra:.n6f: il.nd ·trt\.---.~i~ '-~-,..orluuhhk\· 0 -Nnnn. 1. d a!"IUI g e wh ic. h · and from all .fur all sueh , . .. . ' ;_ Gra.n(.e1, 1.gr_eu --to:..'1-•V~. and> h(i..~-d ·:Gnt1CQi,.·:ruti-;il"u f .-om. all ·:-,i.o..u or m,iy he due to t.:hts · .e:?l'.e,ids,c l;>y Gr•llt~~-.. ~f ·t}w _ ds:ht ~r',tfn gr.1nte:d chi.m• for such dUla,ie:· by ,,,-hoatiO..-:v~r lll~'d-e: ·and;·t:o lndeamlfy Granter looi, d111m.sge: •nd c bill!:• • ), Grat1t\"lr r•?tit!TWJ. the right to 1,10,~ 11aid land for iuo rNn 11,irposes ·,1n any 1,,1e:y. snC to s.rant right:!l in uid land to otheril, not 1.nconi,i,comt 1o•itb -t:he right herein granted ·to Grantee, ,ind Gt".a.ntee her\>by usu.mes al 1 rhk of ~::-1-CiSs or d11nu1.ge_, including dam.age. ·or inj·Jry ta p<>rsons or to property, ,,..hich m>1.y .1,·~·,_.-.su,f:'fered by: Grantee resulting fr,c,m Grantor·'s use of said land and any of i.t~ -e=qU1pine.nt thereon, whether said damage or injury be dut-t<i th.e negl1g<:nc•· of .-.(h.'~Tlt{'.r, its serv;,i,nt:s vr .agen.:s, or othervi6e. ~ 4. '.fhe rights _ht:"-re-by_:gr.•nted 1 shnll conti.tl..ie .1.nd b,? in force• until ~s\ieh ti~ .as t:he Grontev sh,dl pe·ni:-aneni:Ly ab1mdon the use: of s.a.id roadvay, at ·,:W,~ic.h: tir..t' -EZllj rights herein gra:ited shall cease and detl!:'~:il"le. Lhis iastrument has bften ex.e:::.·utf:'d by the partie!'. first aboVe written. PIJGE 'I'. SOUND By ,: '.;f!i;.,~~!~·,tt ;-~iitX&,SS,,;,:;;S}fk.~riNf£]((1;!:i0'.~~tif~~; I/J,,f··· · 1~11 l.'1e ••ult. ;,, ~-= = ...... FILED FOR RECORD AT THE REQUEST OF: PUGET SOUND ENERGY, INC P.O BOX 97034 BELLEVUE, WA 98009-9734 Attn. Corporate Fac1f1ties AGREEMENT AND EASEMENT FOR UNDERGROUND UTILITIES REFERENCE#: NONE GRANTOR: PUGET SOUND ENERGY, INC. GRANTEE. SOUTHPORT, LLC LEGAL DESCRIPTION. NW1/4 of Section 8, Township 23 North, Range 5 East, W M ASSESSOR'S PROPERTY TAX PARCEL. 082305-9178; 082305-9191 1ST AM-S THIS AGREEMENT made this 'Z -zeday of ~ U)-le , 2001, between PUGET SOUND ENERGY, INC., a Washington corporation ("PSE" herein), and SOUTHPORT, LLC, a Washington Limited Liability Company ("Southport") as to Easement A and Easement B ; and the City of Renton, a municipal corporation (the permitted assignee of Easement B. "Assignee" herein). WHEREAS, PSE is the owner of a parcel of land known as the Shuffleton Steam Plant descnbed as follows. Lots A and C of City of Renton Lot Line Adjustment Number LUA 98-176, recorded in Kmg County, Washington under Recording No. 9902019014, being located m the NW1/4 of Section 8, Township 23 North, Range 5 East, W.M., in King County, Washington WHEREAS, such parcel of land 1s presently owned and occupied by PSE m connection with PSE's utility operations (said parcel being hereafter referred to as "PSE's Property"}; and WHEREAS, Southport desires an easement for underground ut1lrttes across PSE's Property at a location more specifically descnbed on Exhibit A attached hereto and incorporated herein by this reference NOW THEREFORE, in consideration of Ten and No/100 Dollars ($10.00} and other good and valuable consideration in hand paid, receipt of which is hereby acknowledged, and m consideration of the performance by Southport of the covenants, terms and cond1llons = = ..... hereinafter set forth, PSE hereby conveys and qu1tcralms to Souttport a nonexclusive, perpetual easement across, along, in, upon and under that portion of PSE's Property described in Exh1b1t A ("Easement Area") for the purposes of installing, constructing, operating, maintaining, removing, repa,nng, replacing and using. Easement A A commumcat1ons duct bank, commumcallo11s cables, wires and lines, and appurtenances thereto (herein "Improvement A") Easement B: A ten (10) inch diameter sanitary sewer line and appurtenances thereto (herem "Improvement B"), (Improvement A and Improvement Bare sometimes collectively referred to herein as the "Improvements') together with the nonexclusive nght of ingress to and egress from 1he Easement Area for the foregoing purposes The term "Easement" m this instrument refers to each easement herein granted within the Easement Area. Easement A Is granted for the benefit of and shall be appu~:enant to the below- descnbed parcel of land, , which parcel 1s more particularly descrd>ad as follows. Lots 1, 2 (which 1s owned by The Bnstol at Southport, LLC), 3 and 4 of City of Renton Lot Line AdJustment Number LUA 99-134-SHPL, according to short plat, recorded in King County, Washington under Recording No. 2000013190006, m King County, Washington (the "Southport Property'') Upon acceptance of Improvement B by Assignee as part of Assignee's mumc1pal storm and sanitary sewer system, end assignment of Easement B to Assignee, Easement B shall be "in gross" and not for the sole benefit of any particular parcels of real property Until such acceptance and assignment, Easement B Is granted to Southport for the benefit of the Southport Property . The Easements are granted subJect to and condruoned upon the following terms, conditions and covenants 1. Cost of Construction and Maintenance. Southport shall bear and promptly pay all costs and expenses of construction of the Improvements S)uthport shall construct the Improvements to provide utility stubs for the benefit of PSE's P~)perty, and PSE, tis successor and assigns, shall be entitled to use the Improvements for the purposes for which they are installed, subJect to Assignee's ordinances, rules and regulations applicable to such Improvements. Said utility stubs shall be located on both the south1irfy and northerly side of the Easement Area at mutually agreeable locations PSE's nghts In Improvement A shall extend to the use of two (2) communications ducts on a "first come, first served" basis. Southport shall bear and promptly pay all costs and expenses of mi:,lntenance for Improvement A and, after acceptance of Improvement B by the Assignee, and assignment of Easement B, the Assignee shall bear and promptly pay all costs and expenses of 2 maintenance for Improvement B as the Assignee's lawful munic1pc1I ordinances, rules and regulations may provide. 2. Compliance with Laws and Rules. As to lmprov,~ment A, Southport shall construct, maintain and use said Improvement A, and as to Improvement B, Southport shall construct and, after acceptance of Improvement Band assignment of Easement B, the Assignee shall mamtam and use said Improvement B m accordance with the requirements of PSE, the National Electric Safety Code and any statute, order, rule, or regulation of any public authority, 1ncludlng the Assignee, having Jurisd1cbon Southport shall be responsible for the proper handling and disposal of any and all soil and water generated during construction acbvit1es. 3. Use of the Property by PSE. Southport's and Assignee's nghts herein shall at all times be subordinate to such nghts of PSE as are necessary to preserve and mamtam the capablllties of PSE's Property to be used for utility purposes, and nothing herem contained shall prevent or preclude PSE from undertaking constru,:llon, mstallatlon and use of any utility facihlles wrthm PSE's Property PSE shall not be llabhi to Southport, Assignee or the employees or agents of either, or to any other party benefiting from said Improvements, for loss or 1nJury resulting from any damage or destrucllon of the Improvements directly or md1rectly caused by PSE's lawful extstmg or future use of PSE's Property. 4. Required Prior Notice and Approval of Plans and llpeciflcations. Prior to any mstallat1on, alteration, replacement or removal of the Improvements or any other maJor acllVJty by Southport on PSE's Property, Southport shall give PSE written notice thereof together with prehminary plans and specifications for the same at IE,ast three (3) months prior to the scheduled commencement of such actiVlty. PSE shall have lhe nght to require that such plans and specifications be modified, revised or otherwise ch~1nged to the extent that the final plans and specifications therefor shall include provisions fc,r the protecllon of PSE's faCJlllles, the prevention of hazardous conditions and minimum interruption to PSE's utility operattons No such act1v1ty shall be commenced without PSE's pr:or wrrtten approval of the plans and speciflcallons therefor and all changes or amendments Uiereto, whmh approval shall not be unreasonably withheld. Notwithstanding the foregoing, In the event of any emergency requ1nng 1mmed1ate action by Southport for protection c,f the Improvements, persons or property, Southport may take such action upon such no'tlce to PSE as is reasonable under the circumstances. Nothing herein shall be deemed to impose any duty or obhgatton on PSE to determine the adequacy or sufficiency of the Southport's plans and speclficat1ons, or to ascertain whether Southport's construction 1s m conformance With the plans and spec1ficat1ons approved by PSE. 5. As-Built Survey. Upon PSE's request, Southport shall promptly provide PSE with as-built drawings and survey showing the locahon and elevations of the Improvements on PSE's Property. 6. Use and Activities. Southport and, after assignment of Easement B, Assignee shall exercise its nghts under this Agreement so as to m1rum1ze and avoid, insofar 3 as possible, interference with the use by PSE of PSE's Property for utility purposes and shall at all times conduct its activities on the Easement Area so as not to Interfere with, obstruct or endanger PSE's operations or fac1hties. 7. Coordination of Activities. In addition torts ob11,ations ansrng under Section 4, above, Southport (and, after assignment of Easement B, Assignee} shall give at least 30 days advance written notice of the proposed dates of its ,::onstrucbon, repair and maintenance ac!lvit1es on PSE's Property to PSE's Shuffleton Office, or such other d1v1s1on office of PSE as PSE may from time to time designate. Southport and Assignee shall cooperate 1n the revision of such dates and/or the coordlnatlon of its actlv1bes with PSE's activities 1f deemed necessary by PSE to minimize conflicts, insur,~ protection to each party's fac1htles, prevent hazardous cond1bons, or minimize interruption o'f PSE's operations Provided, however, that 1n the event of an emergency requ1nng 1m mediate action by Southport or Assignee for the protection of Its Improvements or other persons or property, Southport or Assignee, as the case may be, may take such action upon such notice to PSE as 1s reasonable under the circumstances. 8. Work Standards. All work to be performed by Southport on PSE's Property shall be designed and constructed so as to withstand the consequ 9/lces of any short circuit of any of PSE's electric facdltles now or hereafter installed on PSE's Property, shall also be constructed in accordance with the plans and speciftcabons submr~ed to and approved by PSE, and shall be completed in a careful and workmanlike manner to PSE's satisfaction, free of claims or Hens; however, nothing herern shall be deemed to rmp Jee a duty or obl1gatlon on PSE with respect to the sufficiency thereof. Without llmltatlon to the foregoing, Southport shall exercise the utmost caution when conducting its activities In t,e VICJOity of any of PSE's energrzed power lines and gas fines in order to prevent any contact !herewrth. Upon completion of such work Southport shall remove all debris and restore the ground surface as nearly as possible to the cond1t1on ,n whrch It was at the commencument of suet, work, and shall replace any property corner monuments which were disturbed or destroyed dunng construction 9. Changes and Repairs to PSE's Facilities. Southport shall promptly pay to PSE the cost of any relocation, alteration, restoration and other cru1nges or repairs to PSE's facilities which PSE shall reasonably deem necessary by reason of the construction, use and maintenance of the Improvements or other actMt1es of Southport on PSE's Property. Without l1m1tation to the foregoing, Southport shall prompUy pay to i"SE the cost of temporary raising of wires and the realignment or strengthening of power poles or towers made necessary by Southport's act1v1t1es pursuant to this Agreeme:1t. 10. Access. The Improvements shall be designed, com:tructed, maintained and used m such fashion as to permit reasonable and continuous access along PSE's Property 1n all directions, and m such fashion as to accommodate and support vehicular travel over and across the Improvements, including travel by cranes and truck1; with heavy loads. Southport shall at all times keep PSE's Property free and clear of all obstructions and equipment Southport shall make provisions for continued access t,y PSE along PSE's Property during 1mt1ai construction of the Improvements 4 11. Termination for Breach. In the event Southport ,,r Assignee breaches or falls to perform or observe any of the terms and conditions herem, and falls to cure such breach or default (the "Non-Compliant Use") wrthin mnety (90) davs of PSE's giving Southport or Assignee written notice thereof, or within such other penod of ttme as may be reasonable In the circumstances, PSE may terminate the Non-Compliant Use under this Agreement in addition to and not 1n hmltat1on of any other remedy of PSE at law or 1n equity, and the failure of PSE to exercise such nght at any t,me shall not waive PSE's right to terminate for any future breach or default Termination of one Ea:;ement hereunder shall not of itself terminate the other Easement 12. Termination for Cenation of Use. In the event Southport or Assignee ceases to use the Improvements for a penod of five (5) success1vii years, this Agreement and all Southport's or Assignee's rights hereunder, es the case may be, shall terminate and revert to PSE. 13. Release of Improvements on Termination. No te,nrnnabon of this Agreement shall release Southport or Assignee from any llab1l1ty or obligation with respect to any matter occumng pnor to such term1natton, nor shall such term1nat1on release Southport or Assignee from its obilgat1on and habll1ty to remove the lmproverients from PSE's Property and restore the ground. 14. Removal of Improvements on Termination. Upon any termination of this Agreement, Southport or Assignee shall promptly remove from the Easement Area its Improvements and restore the ground to the condition now exist1n~ or, 1n the alternative, take such other mutually agreeable measures to minimize the 1mpf1ct of the Improvements .-. on PSE's Property Such work, removal and restoration shall be done at the sole cost and ~ expense of Southport or Assignee, as the case may be, and ma manner satisfactory to = PSE. In case of failure of Southport or Assignee to so remove rts Improvements, restore the ~ ground or take such other mutually agreed upon measures, PSE may, after reasonable = nobce, remove the Improvements, restore the ground or take such measures at the expense ,,.... of Southport or Assignee, as the case may be, and PSE shall not be liable therefor = 15. Third Party Rights. PSE reserves all rights witl1 re11pect to Its property ~ 1ncludmg, witl1out llm1tat1on, the right to grant easements, licenses and pem,its to others ~ sub1ect to the nghts granted in this Agreement. 16. Release and Indemnity. Southport and Assignee do hereby release, indemnify and promise to defend and save harmless PSE from and against any and all hab1llty, loss, cost, damage, expense, actions and claims, including costs and reasonable attorney's fees incurred by PSE in defense thereof, asserted or ans Ing directly or rnd1rectly on account of or out of (1) acts or omissions of Southport or Assigniie and Southport's or Assignee's servants, agents, employees, and contractors, as the case may be, in the exercise of the nghts granted herein, or (2) acts and omissions of PSE 1n its use of PSE's Property which affect Southport's or Assignee's employees, agents, contractors, and other parties benefiting from said Improvements; provided, however, this paragraph does not purport to obligate Southport or Assignee to indemnify PSE against liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the sole negligence of PSE or PSE's agents or employees. s 17. Insurance. Pnor to Southport's initial construction activities or other subsequent substantial actlv1t1es which Southport or Assignee may perform from time to time on PSE's Property under the nghts provided herein, Southport or Assignee shall submit to PSE evidence that Southport or Assignee, or such party's contractors, has obtained comprehensive general hab1hty coverage naming Puget as an adc 11ional insured (including broad form contractual hab1hty coverage) satisfactory to PSE with limits no less than the following· Bodily Injury L1abi11ty, including automobile bodily inJury Property Damage L1ab1hty, including automobile property damage liability $2,000,000 each occurrence $2,000,000 each o i:currence Said evidence shall be submitted on PSE's Certificate of Insurance standard form (which form PSE shall provide upon request) or such other form an PSE may from time to time approve Said coverage shall be maintained dunng the period when such act1v1ties take place Assignee may provide equivalent self-insurance In lieu of the insurance coverage required under this section, 1f the Assignee provides evidence that 1s satisfactory to PSE m PSE's sole d1scret1on, of such self-insurance. 18. Title. The rights granted herein are subJect to, pemuts, leases, licenses and easements, rf any, heretofore granted by PSE affecting PSE's Pro1>erty subject to this Agreement PSE does not warrant title to PSE's Property and sha II not be liable for defects thereto or failure thereof. 19. Notices. Unless otherwise provided herein, notices required to be m writing under this Agreement shall be given as follows. lfto PSE: If to Southport: If to Assignee Puget Sound Energy, Inc Corporate Facilities OBC-11 N PO Box97034 Bellevue, WA 98009-9734 Southport, LLC 10843 NE 81h St , Suite 200 Bellevue, WA 98004 City of Renton 1055 S. Grady Way Renton, WA 98055 Notices shall be deemed effective, rf mailed, upon the second day following deposit thereof 1n the United States Mail, postage prepaid, certified or registered mail, return receipt 6 requested, or upon delivery thereof If otherwrse given Either pan!y may change the address to which notices may be grven by grvmg notice as above provided. 20. Assignment. Southport shall not assign ,ts nghts or obhgattons regardrng the constructron of the Improvements hereunder. Except as expressly provided herern, no assignment of the pnvrleges and benefits accruing to Southport h13rern, and no assignment of the obligatrons or habilities of Southport herein, whether by operabon of law or otherwise, shall be valid without the pnor written consent of PSE PSE hereby consents to the assignment of Southport's interest rn Easement B to the Assignee, provided Assignee assumes, ,n writing, all of Southport's obllgabons related to Easement B ansrng on or after the effective date of such assignment. In the event of the sale or transfer of the Southport Property or any part thereof, the benefits (excluding the nght to ccnstruct the Improvements, whrch may be exercised only by Southport) of Easement A, and u 1111 assignment to the Assignee, of Easement B, shall be appurtenant to the Southport Property and pass wrth such transfer, subject to Southport's nght to assign Easement B le, the Assignee. It rs understood that The Bnstol at Southport, LLC, as the owner of Loi 2 of the Southport Property, shall be entrtled to the benefits of the Easements (except for the right to construct the Improvements), subJect to the terms and conditions ofthrs Agreement. 21. Successors. Subject to SectJon 20, above, the nghts and obhgatrons of the parties shall rnure to the benefit of and be binding upon therr respective successors and assrgns. ~..., 22. Liability. In the event of any assignment of the nghts hereunder, Southport er. ...,. shall be Jointly and severally hable with rts assignees for all oblrgatlons ansrng for a period of ~ srx (6) years followrng said assignment. Neither Southport and its successors and assigns c, on the one hand, nor the Assignee and rts successors and assigns on the other, shall be .,.... (a) responsible for performance of any obhgatron hereunder, or (b) liable for any breach or = default, by the other. = -EXECUTED as of the date herernabove set forth. = c::, r,, ACCEPTED· SOUTHPORT, LLC By: SECO Developme ASSIGNEE: CITY OF RENTON By: _________ _ Jesse Tanner PUGET SOUND ENERGY, INC 7 = = IN Its: Mayor Attest· Marilyn Petersen City Clerk Approved as to legal form. Lawrence J Warren City Attorney 8 = = c--. AGREEMENT AND EASEMENT FOR UNDERGROUND UTILITH:S PUGET SOUND ENERGY TO SOUTHPORT, LLC STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this '2.2 e day of ~ '-<.µif"° , 2001, before me, the undersigned, personally appeared R. S MCNULTY, to me known to be the Director Corpor.ate Facilities of PUGET SOUND ENERGY, INC., the oorporat1on that executed the foregoing Instrument, and acknowledged said instrument to be the free and voluntary act and deed of said oorporation, for the uses and purposes therein mentioned, and on oath stated that he 1s authonzed to execute the said instrument 9 Print Nam \/./4'flJ~ 'IS ~t=$!C..C:-"'l!! Notary Public m and for the State of _ Washington, residing at B.G L/..i;:v1,1c My oom m1ss1on exp1rE,s 6 -t ::; -o '" ... ..... err <N = = "" AGREEMENT ANO EASEMENT FOR UNDERGROUND UTILITIES PUGET SOUND ENERGY TO SOUTHPORT, LLC Exhibit A THOSE PORT:IONS OF LOTS A AND C, C:ITY OF RENTON LOT LINE· ADJUSTMENT NO. LUA-98-176-LLA, RECORDED (JN"DER RECORDING NO. 99 02 019014, RECORDS OF KING COUNTY, WASHING~~ON, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT c, THENCE SOUTH 82°49 1 09 11 EAST 44.86 FEET ALONG THE NORTHERLY LINE THEREOF; THENCE SOUTH 20°37 1 13" EAST 71,88 FEET; THENCE SOUTH 43°24 1 37" EAST 232.53 FEET TO THI! SOUTHEASTERLY LINE OF SAID LOT A AND THE BEGINNING OF A NON-TANGENT CURVE CONCAVE NORTHWESTERLY HAVING A RADIUS OF 1388. 68 FEE'r (A RADIAL LINE TO SAID BEGINNING BEARS SOUTH 46°51'13" EAST); THENCE SOUTHWESTERLY 20. 03 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 00°49 1 35 11 THENCE NORTH 43°24'37 11 WEST 272.28 FEET TO l, POINT WHICH BEARS SOUTH 26°07'42" EAST FROM THE POINT OF BEGIN:'lING; THENCE NORTH 26°07 1 42 11 WEST 65.18 FEET TO THE POINT OF BEGINNING. THE PARCEL DESCRIBED ABOVE CONTAINS 7,472 Sl:!UARE FEET, MORE OR LESS. ~ SITUATE IN THE NORTH HALF OF THE NORTHWEST QUARTER OF SECTION 8, '"" TOWNSHIP 23 NORTH, RANGE 5 EAST, W.M., IN THE CITY OF RENTON, KING COUNTY, WASHINGTON. SECO DEVE,:.OPMENT SOUTHPORT WILLIAM A .. HICKOX, P.L.S. BRH JOB NO, 99036.08 MAY 8, 2001 BUSH, ROEi> & HITCHINGS, INC. 2009 MINOR AVENUE EAST SEATTLE, UA (206) 323··4144 f ~UV4UOUOUUUt>'l-~.UVI WHEN RECORDED RETURN TO: Thomas w. Read Alston, Courtnage & Ba.sett.t LLP 1000 Second Avenue, Smte 3900 Seattle, Washington 98104-104~ 1111111111111111 200408(,6000649 FIRST AMER !CAN Ql:C ZZ 00 PAGE801 OF 094 96/96/%004 10 96 KING COUNTY, IIA E20607'54 Document Title: Quit Claim Deed 08/e&/2094 09 ,,1 KING COUNTY, Ull! aa TAX , v~ SALE > 00 Grantor: Southport, LLC Grantee: Building C at Southport, LLC Legal Description: Abbreviated Legal Description: Lot 3, City of Renton Short Plat LUA-99-134-SHPL Full Legal Description: See Exlub1t A attached Assessor's Tax Parcel Nos.: 082305-9055-05 Reference Nos. of Documents Released or Assigned: N/A PAGE001 OF 001 QUIT CLAIM DEED * TIIB GRANTOR, Southport, LLC, for and m cons1deratuin of conveyance to an enttt)' under common ownership and control, conveys and quit claims to Bmldmg C at Southport, LLC~ the real property situated m the County of Kmg, State ofWaslnngton, and legally descnbed on attached Exlub1t A, together WJth all after acqu1red title of the gran:or therem Datfr.~~~2004 *A t.J.b~li~'/-M Ll.111ft>J. Lftilih'i:JCD11tptnJ GRANTOR: SOUTHPORT, LLC By SECO Development, Inc , its Manager 3129\022 07/08104 -1-QUIT CLAIM DEED TREAD\SECO DEVELOPMEN'J\SOUTilPORT\BUJWING C AT Wun-IPORT By Michael P Chnst, President • 3129\022 07/08104 -2-QUIT CLAIM DEED TREADISECO DEVELOPMENT\SOUTHPORT\BUILDING CAT SOUTHPORT • STATE OF WASHINGTON) ) ss COUNTY OF ~'";5 ) On th1s ::>OK. day of July -<..Lt.,s 2004, before me, the undersigned, a Notary Public m and for the State of Washmgton, duly cormmss1oned and sworn personally appeared Michael P Chnst, known to me to be the Pres1dent of SECO Development, Tnc , the Manager of Southport, LLC, the lumted hab1hty company that executed the foregorng instrument, and acknowledged the said mstrument to be the free and voluntary act md deed of said hnnted hab1hty company, for the purposes therem mentioned, and on oath stated that he/she was authonzed to execute said mstrument I certify that I know or have satisfactory eV1dence that the person appeanng before me and makmg tlus acknowledgment 1s the person whose true signature appears on tlus docwnent wntten WITNESS my hand and official seal hereto affixed the day and year m the certificate above ,1::z~~.,,.r:r,..,&- THOMAS W READ NOTARY PUBLIC STATE OF WASHINGTON COMMISSION EXPIRES NOVEMBER :18, 2004 --y~"\P'-.. '.P"~~~ PnntName NOTARY PUBLIC m and for ~p State of Washmgton, res1dmg at YIZ.k[.(_ My cormmss1on expires lt-2'if-v'( 3129\022 07/08/04 -3-QUIT CLAIM DEED TREADISECO DEVELOPMEN'DSOlJfHPORl\BUILDING CAT SOUTHPORT , EXHIBITA Legal Description PARCEL A LOT 3 OF CITY OF RENTON SHORT PLAT NO LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO 20000131900006, INKING COUNTY, WASHINGTON PARCELB EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN INSTRUMENTS RECORDED UNDER RECORDING NOS 6201855 AND 6317510, IN KING COUNTY, WASHINGTON 3129\022 07/08/04 -4-QUIT CLAlM DEED TREAD\SECO DI:VCLOPMEN'I\SOUTHPORT\BUI!DING CAT SOUTHPORT ' .. WHEN RECORDED RETURN TO: JJJ!ffllllilllif-······ ..... P'PJRST AnERJCAN IID 0~,060 51 AGE08l OF 084 Thomas W. Read Alston, Courtnage & Ba&Wii LLP 1000 Second A venue, Suite 3900 Seattle, Washington 98104-1045 0K8I/0B/2804 18 86 NG COUNTY, IIA E2060757 ea1ee12004 10.03 KING COUNTY, IIA TAX $!!0 180 00 SALE $4,$00,000 0 Document Title: STATUTORY WARRANTY DEED Grantor: Grantee: Legal Description: Bwldmg Cat Southport, U..C JSLANDLLC PAGE001 OF 001 Abbreviated Legal Description: Lot 3, City of Renton Short Plat No LUA- 99-134-SHLP Full Legal Description: See Exhibit A attached Assessor's Tax Parcel Nos.: 082305-9055-05 Reference Nos. of Documents Released or Assigned: N/ A l~1DT(jj) 1ST AM STATUTORY WARRANTY DEED THE GRANTOR, Bmldmg C at Southport, U..C, a Washmgton !muted habihty company, for and m consideration of a hke-kmd exchange under Section 1031 of the Internal Revenue Code and other good and valuable cons1derauon m hand paid, conveys and warrants to JSLAND LLC, a Washington lumted hab1hty company, an undivided 35% mterest as a tenant m common m the real estate situated m the County of Kmg, State of Waslungton, legally descnbed on attached Exhibit A. Subject to all easements, restnctlons, covenants and restncuons of record Auttuf:.f-t~ DATE~ __J/!_, 2004 ' GRANTOR: BUILDING CAT SOUTIIPORT, 1LC By: SECO Holdings, ILC, its member By· • , 1ts manager By·_.L..J~~~_,_.,_::::__~~~~~~ Michael P Chnst, President 3129\005 06123ftl4 -2 -DEED lREAD\SECO DEVELOPMEN'J\SOUTilPOR1\BUILDING C AT SOUTIIPORTILANDWEER EXCHANGE • STAIBOFWASHINGTON ) COUNTYOF ) ss ) On this J..t°' day of ,Jvl\'1..e/ , 2004, before me, the unde!'Slgned, a Notary Pubhc m and for the State of Washmgton, duly conuruss10ned and sworn personally appeared Michael P. Christ, known to me to be the president of SECO Development, Inc., the manager of SECO Holdings, ILC, the member of Building C at Southport, LLC, the hmited hability company that executed the foregomg mstrument, and acknowledged the saJ.d mstrument to be the . free and voluntary act and deed of saJ.d lillllted habihty company, for the purposes therem mentroned, and on oath stated that he was authoriz.ed to execute saJ.d mstrument I certify that I know or have satisfactory evidence that the person appearing before me and makmg this acknowledgment 1s the person whose true Signature appears on tins document. WITNESS my hand and official seal hereto affixed the day and year m the certificate above wntten Signature L-CclltnC,, PnntName NOTARYPUBUC in and for the State of W ashmgton, res1dmg at B " th .e / I Mycoffillllssion expires 11 !-9· Dfo 3129\005 06/23/04 • 3 - l'READ\SECO DEVELOPMEN"I\SOUTHPOR"l\BUILDING CAT SOUIHPOR'l\LANDWEER EXCHANGE DEED • ' EXHIBITA Legal Description PARCEL A' .Luuq.uououuugr;, 1 ,UV't LOT 3 OF CITY OF RENTON SHORT PLAT NO LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON PARCELB. EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN INSTRUMENTS RECORDED UNDER RECORDING NOS. 6201855 AND 6317510, IN KING COUNTY, WASHINGTON 312~\00S 06/23/04 · 4 -DEED TREADISECO DEVELOPMENTSOUIHPOR1\BUJLDING CAT S0UTHPOR1\LANDWE8R EXCHANGE Form WA-5 (6/76) Commitment File No.: NCS-704559-WAI Page No. I To: ,-,. '.\If; I( J ~ ~~.(#' First American Title Insurance Company National Commercial Services 818 Stewart Street, Suite 800, Seattle, WA 98101 (206)728-0400 -(800)526-7544 FAX (206)448-6348 Jean Couch (206)615-3118 jcouch@firstam.com Seco Development, Inc. 1083 Lake Washington Boulevard, Suite SO Renton, WA 98056 Attn: Lisa Collins FIFTH REPORT SCHEDULE A File No.: NCS-704559-WAl Your Ref No.: Hotel at Southport LOT1 1. Commitment Date: July 14, 2016 at 7:30 A.M. 2. Policy or Policies to be issued: AMOUNT PREMIUM TAX Standard Owners Coverage $ To Be Determined $ To Be Determined $ To Be Determined Easement Coverage Proposed Insured: To Be Determined $ To Be Determined $ To Be Determined 3. The estate or interest in the land described on Page 2 herein is Fee simple as to Parcel A an Easement as to Parcel B, and title thereto is at the effective date hereof vested in: Hotel at Southport LLC, a Washington limited liability company 4. The land referred to in this Commitment is described as follows: The land referred to in this report is described in Exhibit "A" attached hereto. Rrst American Title Insurance Company Form WA-5 (6/76) Commitment LEGAL DESCRIPTION: PARCEL A: EXHIBIT 'A' File No.: NCS-704559-WAI Page No. 2 LOT A OF CITY OF RENTON SOUTHPORT LOT LINE ADJUSTMENT NUMBER LUA 14-001514 ACCORDING TO THE LOT LINE ADJUSTMENT RECORDED DECEMBER 23, 2014 UNDER RECORDING NO. 20141223900010, IN KING COUN1Y, WASHINGTON. PARCEL B: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN INSTRUMENTS RECORDED FEBRUARY 1, 1999, JANUARY 31, 2000 AND NOVEMBER 17, 2000 UNDER RECORDING NOS. 6201855, 6317510, 9902019014, 20000131900006 AND 20001117000535, IN KING COUN1Y, WASHINGTON. Rrst American 77tle Insurance Company Forn, WA·5 (6/76) Commitment SCHEDULE B -SECTION 1 REQUIREMENTS The following are the Requirements to be complied with: File No.: NCS·704559·WA1 Page No. 3 Item (A) Payment to or for the account of the Grantors or Mortgagors of the full consideration for the estate or interest to be insured. Item (B) Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record. Item (C) Pay us the premiums, fees and charges for the policy. Item (D) You must tell us in writing the name of anyone not referred to in this Commitment who will get an interest in the land or who will make a loan on the land. We may then make additional requirements or exceptions SCHEDULE B -SECTION 2 GENERAL EXCEPTIONS The Policy or Policies to be issued will contain Exceptions to the following unless the same are disposed of to the satisfaction of the Company. A. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. B. Any facts, rights, interest, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of person in possession thereof. C. Easements, claims of easement or encumbrances which are not shown by the public records. D. Discrepancies, confiicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. E. (1) Unpatented mining claims; (2) reservations or exceptions in patents or in acts authorizing the issuance thereof; (3) Water rights, claims or title to water; whether or not the matters excepted under (1), (2) or (3) are shown by the public records; (4) Indian Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or equitable servitudes. F. Any lien, or right to a lien, for services, labor, materials or medical assistance theretofore or hereafter furnished, imposed by law and not shown by the public records. G. Any service, installation, connection, maintenance, construction, tap or reimbursement charges/costs for sewer, water, garbage or electricity. H. 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 mortgages thereon covered by this Commitment. Rrst Amer/am Title Insurance Company Form WA-5 (6/76) Commitment SCHEDULE B -SECTION 2 (continued) SPECIAL EXCEPTIONS File No.: NCS-7045S9-WA1 Page No. 4 1. Lien of the Real Estate Excise Sales Tax and Surcharge upon any sale of said premises, if unpaid. As of the date herein, the excise tax rate for the City of Renton is at 1.78%. Levy/ Area Code: 2100 For all transactions recorded on or after July 1, 2005: • A fee of $10.00 will be charged on all exempt transactions; • A fee of $5.00 will be charged on all taxable transactions in addition to the excise tax due. 2. Potential charges, for the King County Sewage Treatment capacity Charge, as authorized under RON 35.58 and King County Code 28.84.050. Said charges could apply for any property that connected to the King County Sewer Service area on or after February 1, 1990. Note: Properties located in Snohomish County and Pierce County may be subject to the King County Sewage Treatment capacity Charges. To verify charges contact: (206) 296-1450 or capChargeEscrow@kingcounty.gov. 3. Covenants, conditions, restrictions and/or easements: Recorded: February 26, 1999 Recording No.: 9902264177 4. Restrictions, conditions, dedications, notes, easements and provisions, if any, as contained and/or delineated on the face of the Short Plat No. LUA -99 -134 -SHPL recorded January 31, 2000 under Recording No. 20000131900006, in King County, Washington. 5. Covenants, conditions, restrictions and/or easements: Recorded: November 17, 2000 Recording No.: 20001117000535 6. Easement, including terms and provisions contained therein: Recording Information: November 17, 2000 under Recording No. 20001117001232 In Favor of: City of Renton For: Public sidewalk Affects: as described therein. 7. Easement, including terms and provisions contained therein: Recording Information: October 21, 2005 under Recording No. 20051021000894 In Favor of: City of Renton For: Walkway Affects: as described therein 8. Easement, including terms and provisions contained therein: Recording Information: 20130207001325 In Favor of: Puget Sound Energy, Inc. Rrst American Title Insurance Company Form WA-5 (6/76) Commitment File No.: NCS-704559-WA! Page No. 5 For: Storm Drainage Affects: as described therein. 9. Easement, including terms and provisions contained therein: Recording Information: 20130207001327 In Favor of: Southport One, LLC, et al For: Access, Landscape and Utilities Affects: as described therein. 10. Deed of Trust and the terms and conditions thereof. Grantor/Trustor: Southport One, LLC and Hotel at Southport, LLC, a Washington limited liability companies Grantee/Beneficiary: Trustee: Amount: Recorded: Recording Information: Southport Hotel Eb-5, LP, its successors and assigns, for itself and as Administrative Agent Seattle Family, LP $115,500,000.00 November 25, 2014 20141125001447 Said document contains an erroneous legal description. A document recorded November 25, 2014 as Recording No. 20141125001448 of Official Records provides that the deed of trust or the obligation secured thereby has been modified. The Deed of Trust/Mortgage was partially reconveyed as to Lot B, City of Renton Southport Lot Line Adjustment Number LUA 14-001514, by instrument "Partial Reconveyance without Extinguishment of Debt", recorded January 12, 2015 as Recording No. 20150112001262 of Official Records. Affects: The land and other property. 11. Any question that may arise due to the shifting and/or changing in the course of Lake Washington. 12. Right of the State of Washington in and to that portion, if any, of the property herein described which lies below the line of ordinary high water of Lake Washington. 13. Rights of the general public to the unrestricted use of all the waters of a navigable body of water not only for the primary purpose of navigation, but also for corollary purposes; including (but not limited to) fishing, boating, bathing, swimming, water skiing and other related recreational purposes, as those waters may affect the tidelands, shorelands or adjoining uplands and whether the level of the water has been raised naturally or artificially to a maintained or fluctuating level, all as further defined by the decisional law of this state. (Affects all of the premises subject to such submergence) 14. Evidence of the authority of the individual(s) to execute the forthcoming document for Hotel at Southport LLC, a Washington limited liability company, copies of the current operating agreement should be submitted prior to closing. Rrst American Title Insurance Company Form WA-5 (6/76) Commitment File No.: NCS-704559-WAl Page No. 6 15. ntle to vest in an incoming owner whose name is not disclosed. Such name must be furnished to us so that a name search may be made. 16. This item has been intentionally deleted. 17. Unrecorded leaseholds, if any, rights of vendors and security agreement on personal property and rights of tenants, and secured parties to remove trade fixtures at the expiration of the term. 18. Easement, including terms and provisions contained therein: Recording Information: March 14, 1968, Recording No. 6317510 In Favor of: City of Renton, a municipal corporation For: Right of way for roadway and related utility purposes Affects: as described therein 19. Easement, including terms and provisions contained therein: Recording Information: February 26, 1999, Recording No. 9902264178 In Favor of: Puget Sound Energy, Inc. For: Ingress, egress, gas and electric lines, utilities and maintenance Affects: as described therein 20. Easement, including terms and provisions contained therein: Recording Information: February 1, 1999, Recording No. 9902019014 For: Ingress, egress and utilities Affects: as described therein 21. The terms, provisions and easement(s) contained in the document entitled "Pedestrian Walkway Easement Agreement" recorded October 21, 2005 as 20051021000896 of Official Records. 22. Terms, covenants, conditions and restrictions as contained in recorded Lot Line Adjustment (Boundary Line Revision) LUA 14-001514 : Recorded: December 23, 2014 Recording Information: 20141223900010 23. This item has been intentionally deleted. 24. General Taxes for the year 2016. Tax Account No.: Amount Billed: Amount Paid: Amount Due: Assessed Land Value: Assessed Improvement Value: 052305-9075-04 $ 70,255.78 $ 35,127.89 $ 35,127.89 $ 5,313,500.00 $ 0.00 Rrst American Tltfe Insurance Company Form WA-5 (6/76) Commitment 25. This item has been intentionally deleted. 26. Easement, including terms and provisions contained therein: File No.: NCS-704559-WAI Page No. 7 Recording Information: December 31, 2014 under Recording No. 20141231000755 In Favor of: Puget Sound Energy, Inc., a Washington corporation For: transmission, distribution and sale of gas and electricity Affects: as described therein. 27. Easement, including terms and provisions contained therein: Recording Information: December 31, 2014 under Recording No. 20141231000756 In Favor of: Puget Sound Energy, Inc., a Washington corporation For: transmission, distribution and sale of gas and electricity Affects: as described therein. 28. Easement, including terms and provisions contained therein: Recording Date: February 13, 2015 Recording Information: 20150213000089 In Favor of: Puget Sound Energy, Inc., a Washington corporation For: Transmission, distribution and sale of gas and electricity Affects: as described therein. 29. The terms, provisions and easement(s) contained in the document entitled "Temporary Airspace Easement Agreement" recorded February 19, 2015 as Recording No. 20150219000534 of Official Records. 30. The terms and provisions contained in the document entitled "Agreement and Easement for Electric System" recorded February 04, 2016 as Recording No. 20160204001008 of Official Records. 31. Easement, including terms and provisions contained therein: Recording Date: February 04, 2016 Recording Information: 20160204001008 In Favor of: Puget Sound Energy, Inc., a Washington corporation For: Electric distribution system Affects: as described therein. 32. The terms, provisions and easement(s) contained in the document entitled "Supplemental Pedestrian Walkway Easement Agreement" recorded February 08, 2016 as Recording No. 20160208000458 of Official Records. First American Title Insurance Company Form WA-5 (6/76) Commitment INFORMATIONAL NOTES ------ File No.: NCS-704559-WAl Page No. 8 __________________ ! A. 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. B. Any sketch attached hereto is done so as a courtesy only and is not part of any title commitment or policy. It Is furnished solely for the purpose of assisting in locating the premises and First American expressly disclaims any liability which may result from reliance made upon it. C. 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. Lot A, City of Renton Southport LLA No. LUA 14-001514, Rec. 20141223900010 APN: 052305-9075-04 Property Address: 1053 Lake Washington Boulevard North, Renton, WA 98056 D. A fee will be charged upon the cancellation of this Commitment pursuant to the Washington State Insurance Code and the filed Rate Schedule of the Company. END OF SCHEDULE B Arst American Title Insurance Company Form WA-5 (6/76) Commitment i ,-~! f; J,: I ~ ~.!#· = First American Title Insurance Company National Commercial Setvices COMMITMENT Conditions and Stipulations File No.: NCS-704559-WAl Page No. 9 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 acquires actual knowledge of a 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 or reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclosure 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 and Stipulations. 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, exclusion from coverage, and the Conditions and Stipulations of the form of Policy or Policies committed for in favor of the proposed Insured which are hereby incorporated by references, and are made a part of this Commitment except as expressly modified herein. 4. Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest or the lien of the Insured mortgage covered hereby or any action asserting such claim, shall be restricted to the provisions and Conditions and Stipulations of this Commitment. First American Title Insurance Company Form WA-5 (6/76) Commitment The First American Corporation First American Title Insurance Company National Commercial Services PRIVACY POLICY We Are Committed to Safeguarding Customer Information File No.: NCS-704559-WA! Page No. 10 In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, Toe First American Corporation, we have adopted this Privacy Policy to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of its source. First American calls these guidelines its Fair Information Values, a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our seivices you are utilizing, the types of nonpublic personal information that we may collect include: • Information we receive from you on applications, forms and in other communications to us, whether in writing, in person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and· • Information we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any nonaffiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such information indefinitely, including the period after which any rustomer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal information listed above to one or more of our affiliated companies. Such affiliated companies include financial seivice providers, such as title insurers, property and casualty insurers, and trust and Investment advisory companies, or companies involved in real estate services, such as appraisal companies, home warranty companies, and escrow companies. Furthermore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy will continue to apply to you. Confidentiality and Security We will use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entities who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. c 2001 The First American Corporation -All Rights Reserved Rrst American Title Insurance Company WHEN RECORDED RE11/RN TO: Nmnc: So"1hport LLC Addms: 10843 N.E. a• s-. Suite 200 Ci1y, 5-e. Zip: BeUevue, WA 91004 STA TIITORY WARRANTY DEED Gnnto,(s): Pvact w-..1nc. Gnntce(1). Soud,port LLC Abb....-Lop!: Seodoa I, TOM>Ohlp 23 N, Ranae 5£, NW_ Full Lop! Do,uiplion.., ...-(1): 1 ,._ Ill Cf' H1 AonM Tu re NumWd· 012105-905,.0, Gree« l 'l 7/tb--.r °'""""· Pua<t w-. Inc.,• w......., COIJIC)dlicm for 111d ill couidon,l;oa of T,. Dollars and No/100 ($10 00) ad 011,cr "'1ulblo --oa. ill Jund paid, convoys aod wamm11 to Soodbport LLC, a Wal>iqrao limllod liability -· ("o...toc") die fi>Dowing described real clllte situatod in rhe Coun1)' of'Kio&, State ofWll:d!inatoa: PARCEL BofCityofRattoo Lot Lino A<!j-Nmnbcr LUA 911-176, ntOrdod ill Kina County, w~ Wider Rocordillg No. 9902019014. s-ill the County of King. Salo ofWashl- SUBIECTTO: Eumneoll,...uicticm,-.......,.m4.,......,.,.lllldmau.11 which .. IICCUdtc survey would ditdotc. Rcdlal of eucmc:ntl, tatrielicm, nmrvaticu, CO\ICDIDII IDd ~ of iecord shall not constitw:c: a mpubliclltion 1hcm,( or aa admiaiaa. c:q,rea or impliod. that lbc amo or •Y of tbcm 111t valid or cn&mublc if1hcy or any ofdlCID. MW! oxpind. am invllld or IRI ~le for any ason whatsoever. E'.nclolchmcnts upaa tht property ofdunl putict are cxpRNJy conveyed and quitd&imcd hcnlby, De•cr.i.z,t.1001 K.lllg,JG .Documaat-rear.1rcmt.&.Day.DocZD 1999.1119.1405 Page, l o~ l ~I mike COIIINDt"t ::··;'· ! •; I \ . ~ .. : ~· ....... . . : _. ~ .. ILC:20040923001060.001 Ot-1111111<1{1):-. •-r ... 11>on 11at -""" ialdllll i ~tbf<S U,;C- 3 . ... s. 0 Addlriomil nallltS onJJIIC of clDcumout Grlbl<.-e(s):(l.asi-llm.11,;nlial_ ... ._, L $0vl.TifFbf2'.r ON~, u.-c..- 2, 1 I ... . I ~-Cl ·Aadl!Offl!'~°"~ ·. .o(4ocwnent . I Ai,IJT•mkdJ.,.aDeswlplioD-Ufallows: (i+~o,-l~o') ~ J_ 7 CirTY C'F ~~ SH~ "Pl.A--r 1-U~ -9'1 - 134--SI-Tl'l---7 AFN ~1811a>OOIP I 11 A /I 'ti. Compiele legal ckstrlplkln Is 011 pap I! · of dacumont J.s,t1IVI"• Praptrff Tas Pareel / ~ N~er<s>• ()b~ -(J0"1t?-o1 ~lgnalinJ. ___ ~_ . . . · .. E2071657 18/Z3/2H4 11J4 'Ji COUNTY, U:ff . ' ··: .... J ...... ...-~. ..... WHEN RECORDED RETURN TO: Thomas W. Read Alston, Courtnage & Basoetd LLP 1000 Second A venue, Suite 3900 Seattle, Washington 98104-1045 Document Title: Grantor: Grantee: Legal Description: Quit Claim Deed Southport, LLC Southport One, LLC ILC:20040923001060.002 Abbreviated Legal Description: Lot 1, City of Renton Short Plat LUA-99- 134-SHPL, AFN 20000131900006. Full Legal Description: See attached Exhibit A. {!P Assessor's Tax Parcel Nos.: 052305-9075-04 377 /?0-St,{A) Reference Nos. of Documents Released or Assigned: N/ A 1ST AM-S QUIT CLAIM DEED TIIB GRAN1DR, Southport, LLC, a Washington limited liability company, for and in consideration of conveyance to an affiliated entity under common beneficial ownership, conveys and quit claims to Southport One, LLC, a Washington limited liability company, the real property situated in the County of King, State of Washington, and legally described on attached Exhibit A, together with all after acquired title of the grantor(s) therein, and together with all Grantor's right, title and interest in all leases, contracts, permits, rights, warranties, and other tangible and intangible personal property owned by Grantor and used in connection with the ownership, development or operation of the property described above. 3129'il24:09121fll4 -t-QUIT CLAIM DEED TREAD\5ECO DBVELOPMENT\SOUTHPORnHOlEL SITE ILC :20040923001060.003 .. 1-').J.. --r,JJ-Dated:-~-----..,_ I_, 2004. GRANTOR: SOUTHPORT, LLC manager 3129'024:0912IAJ4 -2-QUIT CLAIM DEED TREAD\SECO DEVELOPMENT\SOUTIIPORT\IIOTEI. SlTE .. -. ~. ILC:20040923001060.004 STATEOFWASHJNGTON ) ) ss. COUNTY OF KING ) On this 2.2tiiday of September, 2004, before me, the undersigned, a Notary Public in and for the State of Washington, duly conunissioned and sworn personally appeared Michael P. Christ, known to me to be the president of SECO Development, Inc., manager of SOUTIIPORT, LLC, the limited liability company that executed the foregoing instrument. and acknow !edged the said instrument to be the free and voluntary act and deed of said limited liability company, for the putposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. Signature Print Name NOTARY PUBLIC in and fortl)eStateof Washington, residing at f;;,oThll / My commission expires // · 2.? ·o IA 3129\024:09/ll/()4 -3-QUIT CLAIM DEED TREAD\SECO DEVEWPMENT\SOUTI-IPOR'N-IOIBL SITE • ILC :20040923001060.005 EXHIBIT A FULL LEGAL DESCRWTION Parcel A: Lot !of City of Renton Short Plat No. LUA-99-134-SHPL, according to Short Plat recorded January 31, 2000, under Recording No. 20000131900006, in King County, Washington Parcel B: Easements for ingress, egress and railroad crossings as established in Recording Nos. 6201855, 6317510, 9902019014, 20000131900006, and 200011170000535 3129'1)24{)912111)4 , .. QUIT CLAIM DEED TREAD\SECO DEVELOPMEN1\SOUTIIPORT\H01EL SJ1E Branch :NCS User :JILL Tille Officer : JC Order : 693663T 20141023000933.001 1STAM @) WHEN llECORPEP RETURN TO: lllllllllllillllllll Thomas W. Read Alston. Courtnage & Banelti LLP 1420 Fifth Avenue~ Suite 3650 Seattle, Washlnglon 98101-4011 20141023000933 FIRST AflliRICAN U0 7S.ee PAGE-Del OF N4 10/23/2814 1~:42 l<ING COUNTY, UA E2697034 18/23/2914 15:39 KING COUNTY, UA TAX $10.10 SAL£ $9,90 PAGE'-Hl OF eet Document Title: Grantor: Grantee: Legal Description: SPECIAL WARRANTY DEED Southport One, LLC I Min LLC Abbreviated Legal Description: Lot l, City of Renton SP No. LUA-99-134- SHPL, Rec. 20000131900006 Full Legal Description: See Exhibit A attached. Assessor's Tox Parc,el Nos.: 052305-9075-04 Reference Nos. of Documents Released or Assigned: NIA SPECIAL WARRANTY DEED THE ORANTOR, SOUTHPORT ONE, LLC, a Washington limited liability company, for and in consideration of conveyance to an entity under common ownership with no change in beneficial ownership interest in hand paid, bargains, sells and conveys to I MIN LLC, a Washington limited liability company, the real estate legally described on attached Exhibit A, situated in the County of King, State of Washington, subject to all matters of record. This instrumt"nl filed lor record by First America,, Title Insurance Company As an accommodc1hon ont)', it has not Been examine-ti .'.!s to its exeQJtion or As to its erfoct upon lhe title 31:29/005 10/21/14 · I - TltF.AD\."iECO DEYELOP'MENT\SO\JTHl"ORT'\HOTEL Sm:\.~RT ONE I.LC KING, WA Document:DED SWD 2014.1023.000933 Printed on:11/14/2014 4:27 PM D£E0TO I MIS Page: I of 4 Branch :NCS User :JILL Title Officer : JC Order : 693663T 20141023000933.002 ' The Grantor, for itself and its successors in interest, does by these presents expressly limit the covenants of the deed to those herein expressed, and excludes all covenants arising or to arise by statutory or other implication, and does hereby covenant that against all persons whomsoever lawfully claiming or to claim by, through or under said Grantor and not otherwise, Grantor will forever warrant and defend the said described real estate. DATED: October'l--1-:'2014. GRANTOR: SOUTHPORT ONE, LLC By SECO DEVELOPMENT, INC., ::;gz: ______ _ Michael P. Christ, President 31291005 IQ/21/14 ·2· DEEDTO I MIN TRE.Ai,\SECO 0~VELOPMEN'J'\SOlJfH,Oll1'\HOTEL Sn'J!\SoUTHPORT Of'J8 Ll.C KING, WA Document:DED SWD 2014.1023.000933 Printed on:11/14/2014 4:27 PM Page:2 of 4 Branch :NCS User :JILL Title Officer : JC Order : 693663T 20141023000933.003 STATEOFWASHINGTON) ) ss. COUNTY OF KING ) On this 2.-2.."'IA day of OL h kf,r: , 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn personally appeared MICHAEL P. CHRIST, known to me to be the President of SECO DEVELOPMENT, INC., the manager of SOUTHPORT ONE, LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above (}~ written. ~ ~'"'-+*-+----<~-------Sig ~''"''"''''' ~ ............. ~~·,,, r ... ,c /"J ~ .. ~ .::-~.;;.;;;,-:;::r, ,,,, L::\Uc.L.. Wl\.vv.......-· : ~,~•q.-_~ ~ Print Name : 'Io~,....,. ~ \ NOTARY PUBLIC in and for the State of I !~ .. z~ _, i u -• -!' E ! Washington, residing at P,.e..Nlor,, . \ "''"" ":.:~.,.., :if§ My commission expires 07 j 01 lc9-o.l f( 1,. ~Jo.!•11, !,~ S' ~,,,, • er OF _,..._ ,;;,,.::-•,,,,,\\\'"'''~ 3129/00S 101211l4 ~3· TR~o\SECO OEVaoP'ME.Y'J\Sounwo~:r\HcrrEL S1rfi\Soun1f'ORT ONt:: llC KING, WA Document:DED SWD 2014.1023.000933 Printed on:11/14/2014 4:27 PM OEEOTO I Ml~ Pagc:3 of 4 ' Branch :NCS User :JILL EXHIBIT A to SPECIAL WARRANTY DEED LEGAL DESCRIPTION PARCEL A Title Officer : JC Order : 6936631 20141023000933. 004 LOT I OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO THE SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000131900006, IN KJNG COUNTY, WASHINGTON. PARCELB EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN INSTRUMENTS RECORDED FEBRUARY l, 1999, JANUARY 31, 2000 AND NOVEMBER 17, 2000 UNDER RECORDING NOS. 6201855, 6317510, 9902019014, 20000131900006 AND 20001117000535, IN KJNG COUNTY, WASHINGTON. Jll~IOOSIO/ll/14 .4. TUAP\SECO Dlo.VEl.QP.M0/1\SotJTHPORT\HOUl. SITE.'\SOUT'HPO,.T ONE l.l..C KING, WA Document:DED SWD 2014.1023.000933 Printed on:11/14/2014 4:27 PM DEED TO I Mn,.;' Page:4 of 4 Branch :/1,CS User :JILL Title Officer: ,JC Order: 693663T 20141023000934.001 1ST AM t!. fYl -f/0'17 @) WHEN RECORDED RETURN TO: Thomas W. Read Alsion, Courtnage & Bassetti LLP 1420 Firlh A,·enue~ Suite J6SO Seottle, Washington 98101-4011 E2697036 18/23/2814 15:41 l(ING COUNTY, 11A TAX su,.ee SALE se.ee Document Title: Grantor: SPECIAL WARRANTY DEED I Min LLC Grantee: Hotel at Southport LLC Legal Deseriplion: PAGE-Ml OF Ht Abbreviated Legal -Deseriplion: Lot 1, City of Renton SP No. LUA-99-134- SHPL, Rec. 20000131900006 Full Legal Dcscriplion: See Exhibit A attached. Assessor's Tax Parcel Nos.: 052305-9075-04 Reference Nos. of Documents Released or Assigned: N/ A SPECIAL WARRANTY DEED THE GRANTOR, 1 MIN LLC, a Washington limited liability company, for and in considera1ion of conveyance to an entity under common ownership with no change in beneficial ownership interest in hand paid, bargains, sells and conveys to HOTEL AT SOUTHPORT LLC, a Washington limited liability company, the real estate legally described on attached Exhibit A, situated in the County of King, State of Washington, subject to all matters of record. This instrument filed for record by Flrst Amoric.an ,··ti~~ 'r:surance Company As an accomm~~·~~.cn only, it has not Been ex.am incd as 10 its execution or Aa lo its effecl upon the title 3129n4 10/21/14 •I• °'ED TI) HOTEL AT ~HPORT TREAD\SECO [}E.VE&.Of'ME."fl'\SOllTHPORT\HOTEL SITC'\SoUTHPORT ONE LLC KING, WA Documcnt:DED SWD 2014.1023.000934 Printed on:11/14/2014 4:27 PM Page:! of 4 Branch :NCS User :JILL Title Officer : JC Order : 693663T 20141023000934.002 The Grantor, for itself and its successors in interest, does by these presents expressly limit the covenants of the deed to those herein c,cprcsscd, and excludes all covenants arising or to arise by statutory or other implication, and docs hereby covenant that against all persons whomsoever lawfully claiming or to claim by, through or under said Grantor and not otherwise, Grantor will forever warrant and defend the said described real estate. DATED: October.Z.'2-,; 2014. GRANTOR: I MIN LLC By SECO DEVELOPMENT, INC., .3)29'24 I0/21/14 -2 · 7Rf.AD\SECO D£ \'l!LOPMEl'mSotmtf'OI\T\HoTEL. SJTE\SOIJTJIJ'Ol'.T ON~ LLC KING, WA Documcnt:DED SWD 2014.1023.000934 Printed on:11/14/2014 4:27 PM DEED TO HOTF.I. A7 SOlfTHf"ORT Page:2 of 4 Branch :!\CS User :JILL Title Officer: JC Order : 693663T 20141023000934.003 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this 2.-1-,,,(I day of O C, fv /;,, e r 2014, before me, the undersigned, a Nota,y Public in and for the State of Washington, duly commissioned and sworn personally appeared MICHAEL P. CHRIST, known to me to be the President of SECO DEVELOPMENT, INC., the manager of I MIN LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this docwncnt. written.WITNESS my hand and official ~:ffi~ year in the certificate above ~a s~ ::.: Print Name NOTARY PUBLIC in and for the State of Washington, residing at tle,Jio rJ . My commission expires OJ l O j 1 t %'. 3129/"2410/21/14 .3. TREAD\SECO De'\'1:1.0Pf,tE.N'J\SOU"IHPORl'\HO'fll. S.11F.\S01JTHPOII.T' OS£ I_LC KING, WA Document:DED SWD 2014.1023.000934 Printed on:11/14/2014 4:27 PM DE:f.D TO ltOTEL AT S0l/TIIPORT Page:3 of 4 Branch :NCS User :JILL EXHIBIT A to SPECIAL WARRANTY DEED LEGAL DESCRIPTION PARCELA Title Officer: JC Order : 6936631' 20141023000934.004 LOT I OF CrIY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO THE SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON. PARCELB EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN INSTRUMENTS RECORDED FEBRUARY I, 1999, JANUARY 31, 2000 AND NOVEMBER 17, 2000 UNDER RECORDING NOS. 6201855, 6317510, 9902019014, 20000131900006 AND 20001117000535, IN KING COUNTY, WASHINGTON. J 129/24 I 012111... -4 - TREAD\SECO Df!VELOPMD'"I\SOlmlPOR.1\HOTEL Slll:\SOUntPORT0NE Ll..C KING, WA Document:DED SWD 2014.1023.000934 Printed on:11/14/2014 4:27 PM 0E£D TO HOTU. AT SOUT11POR'f Page:4 of 4 Branch :NCP,User :SCHA Order: 704559T Title Officer: JC Comment: Station Id :0178 20150115001451.001 WHEN RECORDED RETURN TO: nomasw.Read Alston, Com1Dage & Bassecd LLP 1420 Fifth A .... e, Suite 3f50 SeatUe, Washington 9'101-4011 1111111111111111 20150115001451 FlRST IIIERlc;AN OCD 74.N ' Document Title: Graator: Grantee: Legal Deserlpllon: Quit Claim Deed Southport, LLC POCiE-1 OFN3 11/15/HUI 14 :41 KING COUNTY I .. E2710002 IJ/1&/2915 14:45 ICJNG COUNTY 1 ~ J:: $1:::: Hotel at Southport LLC PAGE•t OF Nl Full Legal Deserlptlon: New Lot A, City of Renton File No. LUA 14- 001514, according lo the Lot Line Adjustment recorded on De=nber 23, 2014, under King County Recording No. 20141223900010. I Assessor'• Tax Parcel Nos.: 05230S-9075-04 082305-92~S:()1 Reference Nos. of Documents Released or Assigned: N/ A QUIT CLAIM DEED THE ORANTOR, SOUTHPORT, LLC, for and in consideration of a boundary line adjustment in which no valuable consideration is exchanged, conveys and quit claims to HOTEL AT SOUTHPORT LLC, the real property situated in the County of King. State of Waabington, and legally described above, togelhcr with all after acquired title of the grantor{s) therein. Doted: J4ouac)Z 14 +h , 201s. JIMSOOl/1311, -1- tsmlMECO~Site KINO,WA Page I of3 Printed on 1/27/2015 8:46:14 AM Branch :NCP,User :SCHA Order: 704559T Title Officer: JC Comment: Slatioo Id :0!78 20150115001451.002 CRANTOR: SO\ITHPORT, LLC By SECO DEVELOPMENT, INC., its manager By td_/l: Michael P. Chris~ President )129.(15001/ll/15 ·2 • vad\SECO~Skc KING,WA Page 2 of3 Printed oo 112712015 S:46:JS AM Branch :NCP,User :SCHA Order: 704559T Title Officer: JC Comment: Station Id :0178 20150115001451.003 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this ~ day of January, 201 S, before me, the undersigned, a Noiary Public in and for the State of Washington, duly commissioned and sworn personally appeared MICHAEL P. CHRIST, known to mo to be the Pr<sident of Seoo Developmen~ Inc., manager of SOUTHPORT, LLC, the limited liability company that executed the foregoing instnunent, and acknowledged the said instroment to be the free and volunlal)' act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrwnmt. 1 oonify that I know or have satisfactory evidaice that the person appearing before me and malcing this acknowledgment is the pason whose tnie signature appean, on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. ' ~Ulitr NOTARY PUBLIC in ~,r tbc State of Washington, residing 111 _,~-'n'rrrzm.-'-,,,~=-- My commission expires 'l-3 -/ 7 l1M500Vl3/ll .3. tMIIMECO ~\Solltlporl\Hot Site KING, WA Page 3 of3 Printed on 1/27/2015 8:46:15 AM 0 ~I" '" ~ ,• ~ p ,, ~ •• ., .. ' '• 0 ~g E ' !L ~ ~~ ' ! ;r ' '" ' 1 ,, !; i~ O·"' t;~ .--:.i; ~ !!!ig •" :,j > ii ,, '@ < -·-" " {~~ ~"' ~ i'Jo.o , " ~~:;: ~' ~-! " ~ '•t ; ~~j ;.:~~~~ "'· -)l! ~. ' ll ~-~ ,,, f!;~"".~~~ ~"~~:,,,,'.."'': ,_._,.,·--~i. ••• ~es~;::. 8E~t;~ ·W " ... ~.:·&: o."'i.;'.! ··:..,,. • ~i ~i iii ~ ·:: .. J:!i o• ,,, ! ~~; .,, ,-1''.i ~~ ~ ..,.,'.ii! <•o ···''" j!a~,._Q , ~~z ; ~!i~"' lil!;;~ l!il,!~ " .. ~ ~ """'le g ~~~e ~i!:~j!, ,i~; ,e~ ~ . ,, e~12 n~: ~ie i@"; 8§; ~ ~' i'cl'ji~ ~a;;i'i .. , ~ I,! ~"'<" j!il§!.. ,•" •"r, ·~it -~r ~~"' 8 Is~~~ ,3:.!5w .:· ·· ~~ ~ . ~[ii ! i "''(··· t'i ~ .. ! ~ i~"'i!: r~~ . ~~be~ ,, .• ! ~~!'; o::J'-'"): , .. ,. .:,!Qi=.., !11""' ••1! §~il'; ieJ~ !.;: F FO-!.::;:Iii~§ ~lie~ 6 ~~j§ '" . ge~ li~, ii~U "•· ._ ~a;~ ·-.d~~ \J~!i~ ~ffi .. y ,~{t . "• lh! 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(ff <-l! u "' u' C 51 0. • < "' 0 " ···.·:, • !z ~ z w ~ ~ :, z ~ e u I w ~g z •s :::; "" g '" 5 ~ e u s .... · .. ·.::,f·" i , ~ ' { i' ~; i' f.r -6201.855 Thr. i']rant.Ol"J MONTKftC* rACltlC WI.WAY c.o,,,pi1,NY, • W-1seWU1D MrJ1")ra- u~r. .. lulre1na:tter ealbd Rail'WIIY' Cor.i,:&t\YJ f<r .e,r,d in cinn11ir:tet-•tJ.on ot One and No/100 DQllars (fl.00)---············-··•••••6-··-~-•••••••~·-····- t.o,it f'!'lrl find t.he 4f.1"elflP4'nto hf-rein e,1nta~."led, does he1'8by gr1,1,nt, to f;.t::e C'l'l'Y n? ~~: .... '!':'W., ii rnnnieipal eorporat1.on of the $t..t.f!. r.,1' Wb.,s'hfotton, h_."Jna.t't"tr (.":IJlfld f:j~:,. An· ~1'1~1"'!nt +;'."I use f')-r ;lVblir. ·11t.Net, r,-urr,o11u focl\/0:l~ ~ lirr.iie ..... ,,s!linJ;. ':'1Jf!r t)".~ ReUway Compa~ds t.l":t"'k: ~n1 tl'lr no -,tr.Pr ::,111'fo?e:a, '"..fie-f'll- ~-",.,.,·iri~ rl-!1"',~J""'!bl!':d pr"1mil'le.e !l.:it!Jat.e.d in ~in[ r:r:i•1>J.ty, -1~~ nr '-J'~!!l:dn~t··:":i .• . ~uJ!. !h,'lt r,~rtion !".If (",ovr,rr.l"!~t Lot l of' -.:.ect1on 6 !l!'?.'l th~t r"r-t-i,:,,n ,;,f I.ak4!' JA:";1":lnP.~T'I Sl1'°1'1"fl! LtiM!t., ser:ording tQ we l""!lt!'l!'1ed ~·lot- thertt-:,f', \.v:l.np .. _wel!!t-r}y f)f (lovH!'llll.nt Lot li of -i"'ct.ion ;J and :'.!aw~'r"n1"er::t Lot l or ~a:id ·~ceti,:,n P., TOWl'lship ?) tlorll',, .liar["!" ; Hal'lt, \1 ,t., 1nci.1cat&d 1n it~ii color ?11 Railway C")!A.i-:,r,y 1·-: "":'.1r m~~,J~~er1 ;, .r:, ; . l"olio f-<.,J-?5J clat.ed tloVf:11'!0er ~.), 19tin, "1"1sv:l.::<erl i~:l'.' l, f:1"?. · .. nd jdel")tff:l,"!d as ~hi.bit 11J'.• AttJll'lh!!d hf'l'P"t~ a'."'i :,isul-e a 1'.:..:rot he.r·e:,j.'. r.hts Ci'!<JeJllent i~ !: • .i.-:',.. -!1-tibject tot!~ i'otlmrlr.c "t"-.:prt,11:; e,..r.ii.t1•:n"J: Th" .,..:;::;ht" ri.-1-f-!:y i7.9.ntAf.l &-t'f': suhject, hllwever, ta !n.,:,~, uSe .J:' ''· wr · -~'.'lCiii,t-.i _·,rt:r~i:-,;e-.S a;<; t.h>'\ ct.ailway •..,')l':J'•:HIJ: l:J.1.1 ·wish t."I n.ke nr.it ~ •;c·.msi·,t- "fl"", w:l. t)i. tht-,:;:-an"t taere7,f ~d ... 1o.rl-::i "t.1) :·f.:r~-j t.!'I, 1-... 1:s ar.d li~..-r.sf!s l,~rot.ii''.1'"' ·r,,"1.r·.' '"::,· ~ .. '°!•_' !'(fli1m•:· C'Jf"';?"-'n'.\· <".'l""''"'.", "<i.th',n or 1"""-f? a-.e.id p>·1:~1is1:.s, u ·-~~ ::.i'."\v'l;.r':01!''\:i~'"'~,i,:rves. tF.1;> r..=-bt t-, ,"l<li'lt/liri, 1'''!'1:""a!<.•,-;,lt('t :-.. ·,,_,..,<;., ~!.<: <·x:t~+~lnfF ~iack an-1 t;·1 c 1"'.$tl",Ui:tJ l'·t•in.tain,· i•r>o:-,!'l"\"t?"1.;,:-t_. ;.:·.• :·, , •.••.. -::•r·l: 'l'l~t.~..,.~:;1 ~.}".")r;.·., .'," ~'!-~y ~·~-.nfl".:'""""'1."f'Y i..n-! u1l.,·· t,h, ~··.:.I. 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'1e c·.,w:,r~ri a.'.' , ,;, ~\"lilP -"-r•.,·;.~?Jt, (·-r- :.-·~~·, ._1-,-,.·G~ ..... o:·-:o,."!nt.-.:1 ':',.·nc 1'..1.c1C·Jr: •:,iast ·,:, 1r,).,), -:;,_.,,i ,n:: :111: ',Jrl.ht:J·~ ,~"i.-:-'",&.i' r .. 11"-i·'<rl~'• --,..: i-~,' '\" l .. ==,-, ..... ;; . .-....._,.;;;.,.., -~-. ~~_. .... } .. · ------., 'io •. ... = j f·. ·., i f:- . ., ......... ... ;.;,. W-15502 1. w. 7146 !h11 Os-.t1W". Q~ ~c:trl.~ Bl,llWA.Y COHPA.Kr, • w-111con,in corpora- ti®., ~.mnJtt:e.· ~41-'·)tai),Wly .OocipUIY). ·ror".111d in eondd.-etion ot one and r(o/100 ·Pe-Ou., C:•1;00J ....... ".. ...... _ ... .:. ........... ~~--· .. --7•····-------· t.o"-1t. pa,.,:i. ·•nd t.1--llV:eei!oliitis-herein-· canta:t.ned, doa:.11 ·h'e:raby grant to the crrr flf .. RE\"T:?W, .. a mun:id.pa.i · Q~oratt.·~ of the 3Wit:e o.f *.tdnaton, !t"""i,.i't.er <"~llf!d ~:i"-t.y. ' A.n -..!,et'!91'1:~·,,t..,._uss fe.t' pub~j! street purpa11e11 :inclodi~ a grade ~~-~Unii:· .~~-.th<'! Rll'il~_-,, Qr,Ji;)aey't, b'"-~k aM ~<'Ir n.c,· ()t,he:r purpose.,, the fal- l~?t.'t ,d!~6r1l:itt4 ·J)rl!IT',~~~ i.ftuat.ed -~lf l{iflt1' t:<:i•JPltYJ 3~te of '-'f~!!h:!111.;;:;t,~nt ' ;• ' L:"", ~· ro -=-----.. --.·,-... ___ ... "··-;\.,.,; ........ .;....:.~.-.. ~........:'-'-.•-·-· ..... ---- S1'i\Ti Of ¥.r.tm!OT.l .. On this , 19 '7, befON :rie per- ~<•na.n.1 a.rpe•red to ~ t.o be a Vicb Pro:,iJerit, and o • novn t¢ be t~ S.•creta.r.v of th'-!' corpora'. on 1a ~ e t within an~ filrego1rlg9rwffl\t;, an1.' a,:i<li.~l.i,i, er! s11.:i.,~ :i.nstrun.cnt t.ri l.:e the f'res and voluntf-?'1 ao:t an-J 1Md e! -·:~ ~ corpo1"i,t.-!c.nJ for t,h13 11s:es 11\d-~poz!,tl! the:rain ircntfoned, and or, f''l+~t .:· ·l·/·~ t! -"'~ ti.*"~ ~~':!re a.,thi,1"h:4d to ftec:ute said inatrn.111ent 11ri,! tt1at. t.J,e Rea! -:.··!'t;,n.d ~-s tilt# errpcr11te se.tl of !aid o~..,or.i.t;lor.. · !"1.c ·;,l In .~i;t,:iu:i '.,l'•ereot·, I hm.•1f heJ"f'JUli,to Ht !IQ'" hand and affind r.'ir o,1'- :;,qn1 the .".'lay and :'-eo.r las~ ab~e -~rl tten~ ·t.,/·,._ ,. ,_.._i:-'\ ; ·..::: ~ ~l:1r: l;'!n . . :· t;;,. :o· ~ ,l Jjj! f :.t: ;1' -"'fall!I [ f.,.. io, '°"'" '1'' ,t(.1 I J.• _,. ___ _ -~ --~--1~=~ .~'\,:(~_::_-7:c-''i:,· STA.TE: OF· MINHl90'.t'1 Conn t)' ~f. Raraae,-•• ··.·i~~/' ;,,:.J.J.c l'ik . ..... _,.-lfti.J .. 0 :!') I'. . . ' ' . Wl'DIEBSl'l'R: 'l'bat. ta coa.1i.derdlon of tba nm of One Dollar (fl.OD} 111 baad pdd, nce.ipt of wb.i.ch b bare.by iaclmOwlM\p4, and t!w. perforance b:, Cr,nue of the covan.ant• ~reind'ter Ht forth., arantor hereby-grantl unto Grantee, vithout wat-ru.t.,-of any-Id.ml, • rt.abt, of wq for roadwa, Uld. nlaud ut1Uty purpoae& aver and acroH and followl.Qg descrlbitd. l•nd attuated 1n tile Cat.ln.ty of I.in&, State of Waabington, to wit: ColmNlncina at the Bortbe .. t com*r of Go\J•r.mant Lot lJ hctlon 8, Tovn.ship 23 Ho-rtl\, Range , Eaat, .Wil ..... tte Meridian; tbe'aca llort.h 88°.51 to511 Wut along the Horth 1UU!I of a&ld S.ction 8, the distance of 960.01 f~et to the Nortbe.aat corner of the Sbuffletoo Stea l'laat property; uid coroe:'t' be.ing on .tba cu-rving veat-erly boQrlduy of the Norther11 Pacific Bailuay right of way of radiua 1,388.68 f~et fTOm wl"Y!!nce the center bears North 74o33 1 25n 'West; thancc coatinuing llorth 88°.!I '05" Wen 56.32. feet; thence South 1,4°n 1 31« Eaat 102.34 feet to a point on said we-aterly bOUndary of Ho:rthera. Pacific JlaUwa.y ri&ht of way, ••id point beiag on a curve of radius 1,388.68 feet frOlll whaoce the ce;nter bean llcnth 7002.3 1 5911 Ven: thence Nortbeais.tet"ly aloug aald curving boundary an arc t~ngth of 102,78 -feet more OT le•• to the pol~~ of beginning. This eaaeMnt h granted on Che follDlli'il\g ter•• and coorUtion&: 1. Said roadway.and relat~d ~tll1t1ea aha.11 be coru;tructe<l ~nd main• talned at the aola expanse of the. Grantee and tit a good and workaauUke manner. 2. Grantee agree• to save aud hold Crantor harmlr•• from all loss or duiage which aay be due to tbm. eKerciae by Grarit~e of the right: henin granted and from i111l claims for auch. daauaae by whoiaaqever ,a.ade and to indemnify Gran.tor ii,, for all 81.iCh lol-8 1 damage and c.tatau.. n • .'~'i;t: •=" 4· ,., ,,.,,,,,. e p, 3. (kant.or reserves the-rigbt to use :eiald land for Lts own pu:rposee .,.,<. tr, in any way, and to grant right~ in said land to others, not inconsistet1t with the right herein granted to Grantee, and Grantee be.i:-eby ll&&\aes all risk of loss or damage, including d.-.ge or injury to pet'sons or to property. which 'l'Mf be suffeN"d by Graneee -resulting from Gr,ri.tor'a 11&i11 of said lBQd and any of iu equipment thereon, whether aai.d damap or i.njucy be due to the ne-gligence of Gtantor, lta aervAnts or asenta. or otherwise. 4. TM' rights. hereby gr4a.::e.d ahall c,ontln~ and be in force untt 1 such time as the Grantee •ha11 permanently abandon the use ol said road~•Y, at vhich cime all r11hta herein granted shall ca~•~ and de~enaine. J .'!.' , .. k ,, 't ( . W~'l'II, n.c ..,_,conf...,l',1:t~ qf. tba a11a of Ou Dollar (fl.OD) tA band paid. Tee.alpt of ~ell 1-. .~ ~~. • _ ~ P1rf0111111,Ce t,y Crutu of tbt c..,....t• !,M:n,~~ _-,t .. fo.nh.-. (h:atqs" Mrn.)' .ar,nta Hunto Gran•, vttbout vatraaty-ot. -,,,.,. ~.;·-··•·~ of;-•. ,f9r_~q ad, r-l•tad utlllty purpo1ea 09!!1' and aero•• and followlas duc.r1be4 lani2 •ituated il1 tba COlfflt:, of lia&, State of ·W.alll.qtdn, to witL ec:.maQCf.D& at tbe."llorthllut-coJ:'.Qlli:t of Goftnaea.t Lot. 1, Beed.on 1. ~IIDti>,23 llorth,_. . .,._e. s· &aat.. )Jll1. .. cte NetWtan; tbu!ice Jfqrth. ~Sl-'0.5"' Weat aloq. .th,a Worth lioe of •aid hctLOII !, tba db~ of 960.01 feet to- tbe llortbeut coffll!:r· of tblt Sbuffletoa. Stum Pl.mt property; Hid l!.DrMr b,ai.Jtl Oft·-.tfw C11.r'VU11 WHU:dy boundary of tbe JlortheT11 P4elflc Railway rtabt of way of radlu• 1 1 3-88. 68 fe.4!: t fr<O wbence the cent•r beau No[tb 74°381 .25" Weat.; ·ti.eDCe coiltinuf.Qg North 88"'.51 1 OS" vi.eat 56.3.2 feet;. thence South 14°2l 1 3111 East 102.34_ feet to a poiat on ••H ..,.stuly boundary of Hort hem 1!'actfic hilway right of vay, aald polar. being on a curve of radius 1.388~68-feet· from. whllnce the center beara North 7D°23 1 S9 11 \fe'at; t11en.ce liortb$aat.erly along said curviq "bound.aey an arc leqtb of 102. 78 · fol!:et. 190N or lea.ti · b:I the poia.t of be'iJinni.ilg. 1. Said roadv&y.&Dd. rela"t.$d utilities 1ball bc!i con•tructed •nd main- tained at the sole e,tJh!.11.U of the -Grantee and l.n a good and worlmanUM manner. 2. Granto .,reea to aave. aod hold Grantor bantlfH frc. all loH or d.aJ1M13e vhicb aay be due to the exerciH: by Cun.tee of the ri&b.t herein gr.sated ,and from all claima for such d..age by vbaaaoever mad~ .-ni.1 to indaanify GrantoT Ill for all aw:h loH, damge &nd claim8-. ~·~;!J. k hie~q, l. Grantor reaenes the t"i.ghe. r.o uae aaid land for t.ta own p\l:rpoeu ift111, In in any way, a.ftd to 1ran.t ri1ht• 1D said land ·to othera, not inconabtent with the right hare in &Tauted to Grantee. and Grantet• heraby asflllll.a all r-i•k. of loH or damage, includiag damaae or injury to peraon.a or to property, whicb IIWI)' be suffered by Grantee Haultina frail GTantOT 1 8 uee of aaid lalld and any of lts equipment. tbare~n, whctlwr u'id daaqe OT injury be due to the nesligence -of <lr;ll'lt.tlr, its aervanta or agents, or othcnriae. ,. 4. The rig~t.s.taer•by granted ahall coa.tlnue ani:L be in force until such ti.me •• the Grantee shall penian.e-n.tly abandon the uae o! said rod.uy. at wbich U.ae all right• b.!:re.i,n granted •hall Ct'.laH aDd det.aniine. ",,..,., ·., . .-.,._.as.; Wt'rllESS WHD!OY, tbiil tA11ttuml!nt ha• beaa ext:cut,e,d by the parties year first above wrltcen • ·= Ol' ...... _ l ) .... ) ./ dl,Y belor~ me peraonally , to me known to be , re•i,.ct1ve1y, of PIJOIT •aecuted cha Iii thin .and f~~olng hatnaient, ant 4ekavvle~ Hld inatnaaent to DI!: tbi.c free and volun ... tary act and de,ed of said cci-porcti'oll tor the UH8 end porpoae1 tbenin INtltiona,d, &lid: on oath atate.d that they WN au.tha2;bed to exe~ut.e laid iruitrum.ent .and that cbe aeal affixed 11 tbe corporate aeal of •a!4 corporation. Ilf Wl'l'NESS WHEUOF I I have het'eunto let my h.aad and aul the day .flnd year fi:rat above .-rituo. CJn ,, ' ., t'tu1i" iq btfon • P,.raoull:, , to • bOIIQ. to be. 1 ·NfPtctlwl:,1 of ~ • • '•.•. ' ••,, •• , C ....,u4 ti. vitbitt. Ult ,......,... .,. . ~· --t to "" ci. , ...... wlun- tary ,et ad 4'M of •dt ~ "W'·tltl-:_u .. • ._ pupo ... tMn-tn -.ntloned, _. •·.~·'..•~•"4 ~-i~--~· . .-~tilff ~-•MC•t:• •&U tut~t aDil th.at tbil .. ...:t a:U~ b .lfii -~Me .. ilbl-'<cif/a.CU. .utjiorait:iQJO., . Dr WITRl8S WIIBUOJ', I: Mft. :baraunta Ht my bud and aeal the day ad year first above vritma., <lue-J>111J1 on ft,e la Volt. ,':· ---..::i.....,.; ""' ;;} .... -~~..;.....:.; ' ~... -""- .l .... ._:~1-ftl-.li'.,. ... ,.._ ... .;..._ .... ,~ . ..._ ........ ~.w..,.,~, ,.·•=· :C".ac.._.: --~ ... ~i.W,;,N", .. -..;; df 1"4(,-i~i~~.t{~>. .-.. ' 1;;;:: . ..;::., ..... ,:· ~ .:, ~-. ,,.:..; "" ·;; .. ;,,:,11 : ~.. ' -~ .. • 6 n ,. • ' 1 "{ ·' o.n -, ~, = = = ~ = C, WHEN RECORDED RETURN TO Thomas A Barkew1tz Alston, Courtnage & Bassetti LLP lOOO Second Avenue Suite 3900 Seattle, Washmgton 98104-1045 llltllJIII F%11ST ri,.JC!!f COY II H r:~,ffi.2 t t~la · Kl'NG cmv, I.IA Document Title: Declaration of Covenants, Conditions and Restrictions and Grant of Easements for Southport Grantor: Southport, LLC Grantee: Southport, LLC Legal Description: Abbreviated Legal Description: Lots 1-4 of Renton Short Plat No LUA- 99-134-SHPL Full Legal Description: See Exhibit A attached Assessor's Tax Parcel Nos.: 052305-9076-03 Reference Nos. of Documents Released or Assigned: Not applicable DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT OF EASEMENTS FOR SOUTHPORT :,:;; THIS DECLARATION 1s made thts 14" day of November, 2000, by SOUTHPORT, LLC, a Washington hm1ted hab1hty company, whose address, IS 10843 N E gth Street, Sutte 200, Bellevue, Washington 98004 RECITALS A Declarant 1s the owner of that certam real property located m the City Renton, Kmg County, Washmgton legally descnbed m Exh1b1t A attached to this Declaration (the "Property") The Property ts currently known as Southport A site plan for the Property ts attached as Exh1b1t B B Declarant desires to create certam easements over and across the Property to assure the proper and efficient development, operation and functionmg of the Property, to create prov1st0ns for the constructton, maintenance and operation of common areas and 3129\00S I l/13/00 TBARKE\S[(.Q\SOUTHPOR I -1- = = = <"< other butldmgs and improvements now or hereafter located on the Property, and to make certam other covenants and agreements relatmg to the Property as more specifically set forth m this Declaration DECLARATION NOW, THEREFORE, Declarant declares that all of the Property 1s and shall be held, conveyed, hypothecated, encumbered, leased, transferred, sold, occupied, built upon or otherwise used or improved m whole or m part, subject to the covenants, cond1t1ons, restnct10ns, and easements ("Covenants") heremafter set forth and all of the Covenants herem contamed are declared and agreed to be m furtherance of a general plan for the subd1V1s10n, improvement and lease or sale of the Property and are established for the purpose of enhancmg and perfectmg the value, des1rab1hty and attractiveness of the Property and every part thereof I 1 SECTION I PURPOSE Purpose It 1s the purpose of this Declarallon to (1) Ensure that the Property will be mamtamed as an attractive settmg for office, hotel, res1dent1al, retail and other consistent uses with ample landscaped areas, attractive h1gh-quahty structures, proper and des,rable uses and appropnate development of all of the Property, (u) Protect the Owners and Occupants of the Property agamst improper and undes,rable uses of the Property, (m) Encourage the construct.ton of attractive Improvements m appropriate locations, (1v) Prevent haphazard and mharmonious development of the Property, (v) Secure and mamtam proper setbacks from streets and adequate spaces between structures, and provide high quality development on the Property I 2 Interpretation Sect10n I shall be used by the Declarant and the Assoc1at10n as a general standard m mterpretmg the provmons of this Declaration and JUdgmg performance hereunder, m the preparat10n and rev1s1ons of the Gm de Imes, m approvmg or d1sapprovmg the development of Lots, and m carry mg out the overall development of the Property 3129\005 l 1/13/00 TBARKE\',ECO\SOUTHPORl -2- <..> = = "" SECTION 2 DEFINITIONS 2 I Beneficiary means the beneficiary under terms of a Deed of Trust or a mortgagee under terms of a mortgage 2 2 Board of Directors means the governing body of the Assoc1at1on as descnbed m Sect10n 5 2 3 Bmldmg means and mclude the pnnc1pal structure or structures on any Lot, mcludmg all proJect10ns or extens10ns thereof, and all garages, outside platforms, out bu1ldmgs, decks and other ancillary structures and fac1ht1es, except where ancillary structures and fac1ht1es are otherw1se specifically referred to herein 2 4 City means the City of Renton, Washmgton, a Washmgton mumc1pal corporation, located m the County 2 5 Common Areas means those portions of the Property now or hereafter designated as common areas by Declarant or, after its format10n, by the Assoc1at1on, mcludmg pnvate roadways to serve all or part of the Lots and all curbs, gutters, signs, sidewalks, driveways and landscape areas adJacent to the pnvate roadways serving the Lots, mcludmg, without hm1tatrnn, the Mam Access Road, the Pedestnan Promenade (which will mclude a landscape feature) and the Monument S1gn and all hghtmg, ut1hty, sprmkler and other systems, equipment and fac1ht1es located on or servmg the Common Areas, as such may be altered, reconstructed, expanded or withdrawn by Declarant or the Association from time to lime For the purposes ofth1s Declaration (mcludmg, without hm1tat10n, the easements set forth m Secllon 6 4), the Mam Access Road and the Pedestnan Promenade will be generally located m the area shown in Figure 1 and Figure, 2, respectively, attached to this Declaration The parties acknowledge that the actual locat10n and d1mens10ns of such Common Areas may not be deterrnmed until the Improvements to be constructed on the Common Areas are completed The parties to this Declarat10n agree that, upon complelmn of the Common Area Improvements, the Assoc1ation shall obtam a survey of such Common Area Improvements showing the exact location and d1mens1ons of each such Common Area and a Legal Descnptmn therefor The parties to this Declaratmn further agree that, upon receipt of such survey, the Assoc1at1on shall record m the real property records ofKmg County, Washington, an amendment to this Declaratmn showmg the actual location and d1mensmns of each Common Area Notwithstandmg the foregoing, and except for mmor adiustments to reflect the as- bmlt location of the Mam Access Road and Pedestnan Promenade, neither Declarant nor the Assoc1at1on may designate add1t1onal common areas on any Lot without the pnor wntten approval of the owner of such Lot 2 6 County means the County ofKmg, State of Washington 3129\005 l l/U/00 -3- 1 BARKI \\F CO\",OUTHPOR f 2 7 Covenants means the covenants, cond1t1ons and restnct10ns ,;et forth m thts Declaration and as 1t may be amended or supplemented from time to time hereafter 2 8 Declarant means Southport, LLC, a Washington hm1ted hab1hty company and 1ts successors and assigns Declarant's assigns shall be deemed to include any party whom Declarant designates, by means of a notice Recorded m the Official Records, as the party who, from and after the date such nohce 1s Recorded, will perform Declarant's funct10ns under this Declaration Any such designation may be made with respect to all or any portion of the Property, provided that m the event that any Person or entity 1s so designated as Declarant for only a port,on of the Property, then the right and power to make, give or take any consent, approval or other action required of the Declarant under this Declaration with respect to such portion of the Property, and any nghts of the Declarant under this Declarat10n with respect to such portion of the Property, shall be deemed lodged solely and exclusively m the Person or entity so designated as Declarant with respect to such port10n of the Property 2 9 Deed of Trust means a deed of trust or mortgage on any port,on of the property or leasehold mterest therem 2 IO Gu1delmes means the Southport Level II Site Plan dated December 15, 1999, approved by the City of Renton for the development of the Property, together with any standards, restr1ct1ons, regulat10ns and cnter1a applicable thereto, as the same may be modified or supplemented from time to time, which Gmdehnes shall be referred to by Declarant and the Assoc1at,on m mterpretmg the mtent ofth1s Declarallon and provided that the Gmdelme approximate bmldmg areas (excluding parkmg uses) shall be Lot4 Lots 2 and 3 Lot I Office Res,dent1al Hotel Retail/Restaurant 750,000 square feet 394 umts 220 rooms 40,000 square feet Notw1thstandmg the foregoing, 1f the development of a hotel on Lot I IS not econom1cally feasible or, 1f despite reasonable best efforts, a suitable hotel operator cannot be found, Lot 1 may be developed for office and/or retail use, subiect to the height, bulk and s1m1lar requirements and restncllons set forth m the Gmdelmes, or 1f such development 1s not m comphance with the Gu1delmes, such other critena as may be approved by the Owner of Lot 4 A copy of the Gu1delmes shall be mamtamed m the offices of Declarant and the Association 2 1 l Improvements means and mclude Bmldmgs, structures, Signs, fixtures, dnveways, parkmg, loading and/or storage areas, fences, sidewalks, other walk and/or 3129\005 11/13/00 TBARi,..,E\5ECO\"iOUTifPOR f -4- bicycle ways, paved areas, curbs, gutters, antennae, satellite dishes, tanks, towers, hoppers, storage bms, fixed machmery, transformers, walls, screens and barriers, retammg walls, brtdges, drainage structures, stairs, decks, landscaping, water hydrants. poles, grading changes, Ioadmg areas and all other structures or Improvements of every type and kmd, name and nature and all addit10ns, alterations and changes thereto, except where such specific Improvements are md1vidually referred to herem 2 12 Lot means any parcel of real estate contained w,thm the Property as divided or subdivided on a subdivmon plat or map or bmdmg site plan recorded m the Official Records Individual Lots are referred to m this Agreement by the number of such Lots m the Short Plat (1 e, Lots I, 2, 3 and 4) At such time as any addmonal parcels are created by the subd1v1s1on of any ex1stmg Lots, each such newly separated parcel will be treated as a Lot for all purposes under this Declarat10n 2 13 Mam Access Road means that Common Area on which the mam access road to the Property is located, which Common Area IS shown on the map attached to this Declaration as Figure I "Monument Sign" means the monument-type sign for Southport to be developed and mamtamed by the Association as provided m Sect10n 4 8 below 2 14 Occupant means any Person, other than an Owner, and the successors and asstgns of any thereof that ism possess10n of or otherwise occupymg one or more Lots at any particular time or times, whether as a lessee, sublessee, licensee or pursuant to any lease, sublease, hcense or other rtgbt of occupancy with or through the Owner of such Lot or Lots 2 15 Official Records means the real property records of Kmg County, Washmgton 2 16 Operator means Declarant or a person or enttty designated by the Association as havmg responsibihty for mamtammg the Common Areas 2 17 Owner means, at any particular time or ttmes, any Person, and the successors and assigns of any thereof that owns fee simple lltle to one or more Lots, as shown by the Official Records, provided, however, that a Beneficiary shall not be deemed to be an Owner so long as ,ts interest m the parttcular Lot or Lots is for purposes of secunty only 2 18 Owner's Assoc1at1on ( sometimes referred to as the "AssociatJOn ") means the assoc,auon of Owners created and descnbed m Secllon 5 2 19 Pedestrtan Promenade means that Common Area on which a pedestrian walkway Wlll be located, wluch Common Area IS shown on the map attached to tlus Declarat,on as Figure 2 The landscape feature w1thm the Pedestrtan Promenade will be located m the area designated on Figure 2 for such feature 3129\005 11/ 11/(1() TBARKL\SECO\'iOUTHPORl -5- 2 20 Perrmttee means a person or enl!ty, in add111on to an Owner or Occupant of a Lot, who 1s enlltled to use the Common Areas as an employee, agent, hcensee. customer or mvttee of an Owner or Occupant 2 21 Person means an tndtv1dual, group of md1v1duals, corporat1on, hm1ted hab1\tty company, partnership, trust, unincorporated business assoc,auon or such other legal enllty as the context m which such term 1s used may imply 2 22 Property means all of the real property descnbed m Exh1b1l A and such addtttonal real Property as may be added from ltme to time 2 23 Record or Recorded means, with respect to any document, the recordat10n of the document in the Official Records 2 24 Short Plat means the Seco Development, Inc Southport Short Plat approved as Renton Short Plat Number LUA-99-134-SHPL, recorded January 31, 2000 under recording number 20000131900006 m the O ffic1al Records. 2 25 Sign means any structure, device or contrivance and all parts thereof which are erected or used for advert,smg, d1rect1onal or 1denl!ficalton purposes or any poster, b1!1, bulletm, pnntmg, lettering, pamtmg, device or other advertising of any kmd whatsoever, which ts placed, posted or otheJWtse fastened or affixed to the ground and/or structures withm the boundanes of the Property 2 26 Subd1vmon means any bmdmg site plan or subd1v1s10n plat or map Recorded with respect to the Property or any portion thereof in the Official Records SECTION 3 REGULATION OF USES 3 I Approved Uses Lots within the Property shall be used for purposes allowed by the ,.onmg for the Property and consistent with the Gmdehnes The foregomg shall not, however, prevent Declarant from constructing, owmng, operatmg, Jeasmg or conveymg real property within the Property for service facdtlles consistent with the purposes ofth1s Declaration 3 2 Comphance with Governmental Regulattons All uses and act1vmes on each Lot shall comply, at the sole expense of each Owner, with all applicable government•! regulal!ons and the development approvals issued for the Property mcludmg, without !tmttat1on, the Gmdelmes, the City of Renton Substantial Development Permit #LU A 99- 189, SA-A, the Washington State Department of Ecology Permit #2000-NW-40003 and the Southport Planned Actmn M1ttgatrnn Document prepared by the City of Renton, dated September l 7, 1999 All uses and operatrnns shall be earned out so as not to cause a nmsance to adJacent Lots Each Owner reserves the nght to seek to amend or cause to be J 129\00S 11/13/00 -6- I DARKE\."iEtO\SOUTlll'OR f amended any of the governmental regulations, mcludmg all governmental zonmg laws and regulat10ns, and development approval cond1t10ns as they relate to the Property or any portion thereof, provided that such amendment does not further hmit the uses allowed on Lots owned by any other Owner, nor increase the costs to develop, operate or mamtam the Common Areas Without hmitmg the forego mg, the Owner of Lot 4 may seek clar1ficat1on of the Gwdehnes and related approvals to penmt the development ofup to 750,000 square feet of office on Lot 4 and, subject to the prov1s1ons of Sect10n 2 IO above, the Owner of Lot I may seek clar1ficat10n of the Gu1dehnes and related approvals to penmt office and reta1 I uses on Lot I 3 3 Compliance with Non-Oppos1tion Agreement All uses and act1V1ties on each Lot shall comply, at the sole expense of each Owner, with all applicable prov1s10ns of that certam Non-Opposillon Agreement dated September 27, 1999 by and between Michael Chnst, One, LLC, the Boemg Company and the City of Renton (the "Non-Oppos1t10n Agreement"), as such Non-Oppos1t10n Agreement may be revised by the parties to 11 The Non-Opposillon Agreement 1s attached as Exh1b1t C 3 4 Use Restnct10ns (1) No use shall be permitted on the Property which 1s mcons1stent with the Gutdelmes and the operat10n of a first-class mixed use center Without hm1tmg the generality of the foregomg, the followmg uses shall not be penmtted (a) Any use which emits an obnoxious and offensive odor, noise, or sound which can be heard or smelled outside of any bu1ldmg on the Property, (b) Any operallon pnmanly used as a warehouse operat10n and any assemblmg, manufacturing, d1st1lling, refining, smelting, agncultural, or mmmg operallon, (c) Any disposmg, mcmerat1on or reduction of garbage (exclusive of garbage compactors located near the rear of any bmldmg), other than for garbage generated by the respecllve Lot Dumpmg of garbage ,s, notw1ths1andmg the source thereof, proh1b1ted All garbage compactors and garbage and recycling containers must be screened with landscaping or attractive architectural features so that such compactors and contamers are not vtstble from the Mam Access Road or the Pedestrian Promenade (d) Any dumpmg, d1sposmg, mcmerat10n, or reduction of garbage (exclusive of garbage compactors located near the rear of any butldmg), (e) Any fire sale, bankruptcy sale (illlless pursuant to a court order) or auction house operation, ({) Any commercial bowlmg alley, and 312\MOS ll/13/00 -7- rBARKf\SfCO',SOUTHPORl (g) Any establishment sellmg or exh1b1tmg pornographic materials, (u) No Perm1ttee shall be charged for the nght to use the Common Area (lll) Each Owner shall cause the employees of the Occupants of its Lot to park thelT vehicles only on such Lot unless other arrangements are approved by the Assoc1at1on or as agreed to under easements among the Owners See Section 7 below (1v) This Declaration 1s not mtended to, and does not, create or impose any obhgat1on on an Owner to operate, or cause to be operated, a business or any particular business on the Property or on any Lot (v) No Owner shall use, or permit the use of Hazardous Materials on, about, under or m its Lot, or the Property, except m the ordinary course of its usual business operat10ns conducted thereon (1ncludmg the marme fac,hty mtended on Lot I), and any such use shall at all l!mes be m stnct compliance with all EnvlTonrnental Laws Each Owner shall mdemmfy, protect, defend and hold harmless the other Owners from and agamst all claims, suits, acttons, demands, costs, damages and losses of any kmd, mcludmg but not limited to costs or mvest1gat1on, ht1gat10n and remedial response, ansmg out of such Owner's breach of the obligatton set forth m the 1mmed1ately precedmg sentence For the purpose of this Sect10n, the term (1) "Hazardous Materials" means petroleum products, asbestos, polychlonnated b1phenyls, rad10act1ve materials and all other dangerous, toxic or hazardous pollutants, contammants, chemicals, matenals or substances IJSted or 1dent1fied m, or regulated by, any Environmental Law, and (n) "Environmental Laws" means all federal, state, county, mumc1pal, local and other statutes, laws, ordmances and regulations which relate to or deal with human health or the environment, all as may be amended from time to time 3 5 Not1ficat10n and Cure Pertod Ifa v1olat1on of this Declarauon 1s claimed by Declarant, an Owner, or the Assoc1at10n, then written notice of the vwlat1on shall be delivered to the Owner m v1olat1on The Owner rece1v1ng the notice will have stxty (60) days to cure the v10lat1on or show good faith that such violation 1s m the process of being cured If the Owner m v10lat10n fails to cure the v1olat1on withm such 60-day penod or a further reasonable llme, then the Assoc1ahon may, at its optwn, proceed with any legal means to cure the said vwlatton If the Assoctallon fails to cure ma timely manner, then any Owner shall have the nght, but not the obhgahon, to cure and be reimbursed by the Owner m v10Jat10n, mcludmg all expenses, legal fees, and mterest thereon SECTION 4 DEVELOPMENT 4 I Development Standards Development of the Property shall be m accordance with the Gutdehnes and this Declaratwn All Improvements constructed withm the Property will be constructed of first quality construct10n, usmg high quality matenals, finishes and 3129\005 ll/13/00 -8- I BARKL~LCO\\OUTHPORT details, and will be architecturally designed so that they are esthetically compatible and harmonious with the other Improvements on the Property No Bu1ldmg or other Improvement on the Property will be bmlt ,n such a manner as to adversely affect the structural mtegnty of any other Bu1ldmg or Improvement on the Property All Improvements shall be mamtamed and operated m a manner consistent with a first class commerctal and residential development 4 2 Underground Ullht1es Except for easements or ut1ht1es ex1stmg as of the date of this Declarat10n, and hoses and the like which are reasonably necessary m connect10n with normal lawn and landscaping mamtenance, and except as otherwise required by any utihty provider, no water pipe, sewer pipe, gas pipe, dramage pipe, telephone, power or telev1s1on cable, or similar transm1ss,on lme on the Property shall be mstalled or mamtamed above the finished grade of the ground All ut1ht1es servmg the Common Areas will be separately metered 4 3 Ut1hty Lmes and Rooftop Equipment No sewer, dramage or ut1hty Imes or wires or other devices for the commurucat1on or transm1sS1on of electnc current, power, or s,gnals, mcludmg telephone, television, microwave or radio signals, shall be constructed, placed or mamtamed any where m or upon any port10n of a Lot other than w1thm bmldmgs or structures, unless the same shall be contamed m condmts or cables constructed, placed or mamtamed underground or concealed m or under bmldmgs or other structures All rooftop equipment (mcludmg, without hmitallon, antennas and satellite dIShes for the transm15s10n or receptlon of telephone, telev1Ston, microwave or rad10 signals) placed on any Lot shall be appropnately screened from view, provided, however, that the Association, by maJonty vote of the Board ofD1Tectors, may permit variances to th!S screening reqmrement, 1fsuch requirement would have an adverse effect on the warranty of any such rooftop equipment, or would result ma safety hazard, but only 1fthere IS no reasonably economic alternative to the vanance of the screemng requirement, and notw1thstandmg such vanance, the rooftop eqmpment cannot be seen from the street level or wmdows on lhe first occupied floor of any Improvements on the property With respect to the res,denl!al developments on Lot 2 aod Lot 3, rooftop design, use and screenmg stmilar to lhe Belle Arts project at 111 -108th Avenue NE m Bellevue, Washington will be permitted 4 4 Mechanical Equipment All mechamcal equipment, storage tanks, generators, air cond1t1onmg eqmpment and similar ,terns shall be screened with landscaping or attractive architectural features 4 5 Time for Complel!on ofConstrucllon After commencement of construcllon of any Improvements or phase of any Improvements, the Owner thereof shall d1l1gently prosecute the work thereon to the end so that the Improvements shall not remam m an unfinished condillon any longer than reasonably necessary for completion thereof During construct10n, the Owner shall mamtain the Lot ma reasonably neat and orderly cond1t1on, preventing the accwnulat1on of trash and prevent more than normal runoff of surface water J 129\00S Ill 13/00 TBARl..EISECO\<;OU rf·IPORT "'' = = "" and s01I from the Lot onto adjacent property or streets The Owner shall also be responsible for the costs of traffic control and secunty with respect to the Improvements and for any clean-up and repau of Common Areas, Streets or other public areas attnbutable to the Improvements The requirement to complete construction of any phase of any improvement on any Lot in a d1hgent and continuous manner shall be sub1ect to acts of God and circumstances beyond the control of an Owner Completion of construction shall include complet10n of all landscaping as required by the City of Renton If a certificate of occupancy or s1m1lar letter of complelion for a shell buildmg 1s not issued within thirty (30) months years of the date of commencement of construction of any phase of the Improvements, the Declarant, the Association or any Owner shall have the option to proceed with such construction or remove such incomplete Improvements m accordance with the cure provisions herem Costs mcurred by the Declarant, the Assoc1al!on or any other Owner m cormechon with such removal or construct10n shall be paid by the Owner of the affected Lot and all such costs and expenses mcurred by the Declarant, the Association or any other Owner shall bear mterest from the due date at the rate of eighteen percent (18%) per annum 4 6 Excavation No excavation shall be made on any Lot except in connection with construction oflmprovements, as required by any regulatory agency, to mamtam the developab1hty of the Lot (1 e, storrnwater drainage retention areas) or as may be directed by a master utility, gradmg or drainage plan Upon completion of construction of Improvements on the Lot exposed opemngs shall be backfilled and disturbed ground shall be smoothly graded andhydroseeded or, at the Assoc1at1on's election. landscaped 4 7 Further Subd1V1s10n It is Declarant's mtent to separate that portion of Lot 1 lymg within Lake Washmgton from Lot I at some llme 1n the future, makmg that portion of Lot I a new and separate Lot governed by this Declaratton Other Owners may further subd1v1de the1r Lots, with each such Lot being governed by this Declaralton, provided, however, that such subd1v1S1on comphes with the Gu1delmes and all other applicable governmental regulations and the reqmrements of this Dec1arat1on 4 8 S1gnage A s1gnage plan for the Property will be developed and approved by the parties to this Declaration Such s1gnage plan shall mclude the Monument Sign, to be located adjacent to the entrance to Southport along Lake Washington Boulevard, or at the first pomt along the Mam Access Road which 1s w1thm Southport The Monument Sign shall mclude the opponumty for reasonable 1dent1fica110n of maJOr office tenants m the office developed on Lot 4, the hotel to be developed on Lot 1 (which shall have promment s1gnage), the residential proJects on Lots 2 and 3, and any restaurants and maJor retailers SECTIONS OWNER'S ASSOCIATION 5 l Fonnanon of Assocrnt1on So long as Declarant owns all of the Property, all references m this Declaration to the Association shall be understood to mean Declarant, and 3129\005 11113/00 -10- I BARf..D~ECO\"IDUTHPOR I Declarant shall have the nght to exercise all powers and duties and shall have all authonty and benefits otherwise provided m this Declarat10n for the Association At such ume as Declarant no longer owns all of the Property or otherwise elects m wntmg to establish the Assoc1atton, the Dec]arant shall cause the Association to be created by mcorporatmg a not· for-profit corporation under the laws of the State of Washington to be called "Southport Owners Assoc1at1on" or a s1m!lar name selected by Declarant Upon the formation of the Assoc1at1on, every Owner of a Lot shall automallcally be and become a member thereof durmg, and only dunng, all penods of such Owner's ownership of such Lot The Assoc1a11on shall be governed m accordance with art!cles and bylaws to be prescnbed at the l!me of formation of the Assocrnt10n Pursuant to such articles and bylaws, the purposes of this Associat10n shall be to enforce the Covenants, to own and/or mamtam certam Common Areas as designated by tlus Declaraaon and accepted by the Assoc1at10n from time to !Jme, to assume such other obhgal!ons with respect to the Property as the Assoc1at10n deems appropnate, and to fulfill such other purposes as the Assoc1atmn may deem necessary or appropnate to enable the Association to carry out the purpose and mtent of this Declaration No Occupant or other thud party may exercise any nght or pnvilege of a member of the Assoctal!on except pursuant to a wntten proxy issued by the Owner of the Lot and on file with the Assocrnt10n 5 2 Board of Directors The art!cles of mcorporahon and bylaws of the Assoc1at10n shall provide that the Assoc1at1on shall be governed by a Board of Directors cons,stmg of seven (7) directors At such !Ime as the Declarant no longer owns all of the Property the d1rectors will be selected by the Owners as follows (1) two (2) directors will be selected by the Owner or Owners of Lot I (11) two (2) directors will be selected by the Owner or Owners of Lots 2 and 3, and (111) three (3) directors will be selected by the Owner or Owners of Lot 4 The directors selected by the Owner of each Lot shall serve at the dIScrellon of such Owner, and may be removed or replaced at any ume and from time to time by such Owner In the event any ex1stmg Lot ,s subd1V1ded, the Owner of such Lot may allocate the d1rectorsh1ps for such Lot as such Owner may determme 5 3 Assessments (1) The Assoc1at1on and its obhga!Ions hereunder shall be financed by annual assessments and special assessments which shall be allocated among the respective Owners of Lots pursuant to the further provmons hereof The Association will be responsible for mamtammg the Common Areas m good cond1t1on and repalT m accordance with Sect10n 6 2 below The Board of Directors will, m its sole discretion, select a Manager or Operator responsible for mamtammg the Common Areas Mamtenance expenses for the Common Areas w11l be borne by Owners as set forth m Sect10n 6 3 ofth1s Declaral!on (11) Each year the Board of Directors of the Assoc1at1on shall prepare and approve an annual assessment budget (the "Budget") which shall mclude a reasonable estimate of annual normal expenses and a reasonable contmgency reserve for future years 3129\00S 11/13/00 TDARil.~\\ECO\SOU fHPORT -11- "' ,,, LO = = c::, Except for the specific mamtenance costs to be borne by Owners as set forth rn sect10n 6 3 of this Declarat10n, the costs of operatmg the Association, as set forth m the Budget, shall be spread and levied on each Lot, as follows Until such time as development occurs or commences m the portion of Lot I beyond the shore of Lake Washmgton, the allocat,on of costs of the Association other than mamtenance of the Common Areas shall be as follows Lots I, 2 and 3 Lot4 50% 50% The costs as among Lots l, 2 and 3 shall be shared equally Begmnmg at such llme as development occurs or commences m the portion of Lot I beyond the shore of Lake Washmgton, the allocation of costs of the Association other than mamtenance of the Common Areas shall be adJusted by the Association to reflect the use associated with such development, based upon tnp genernt10n or similar cntena (m) From ume to time dunng any year, the Board of Directors may spread and levy add1t1onal special assessments agamst the Lots for extraordmary or unforeseen expenses to be levied m the same marmer as the annual Budget (iv) All assessments levied shall be payable at such ume or times as determmed by the Board ofDlrectoTS The payments shall be due withm thirty (30) days after the due date of notice of such levy Assessments not paid on the due date thereof shall accrue mterest at the lesser of eighteen percent ( 18%) per annum or the maximum mterest rate legally allowed for such obhgat10ns m the State of Washmgton (v) The amount of any assessment not paid on the due date thereof together with all interest from time to tlme accrued thereon shall consl!lute a hen upon the Lot, which hen may be enforced and foreclosed m accordance with the prov1S1ons of Section 9 5 4 Review of Assoc,atlon Books and Records Upon the request of any Owner, the Association shall provide such Owner reasonable access to the books and accountmg records of the Associat10n Any Owner, at such Owner's sole cost and expense, may conduct an audit of the Associat10n's books and accountmg records If such audit discloses a discrepancy m excess of five percent (5%) of the Association's armual operatmg budget, the Association shall revise its budget and/or its associated assessments to the Owners m keepmg with the findmgs of the audit 5 5 Other Provtsions The arucles and by-laws of the Associat10n shall contam such other provisions as the Owners may deem necessary or appropnate for the Association to carry out the purposes and mtent of this Declaration 3129\005 11/13/00 TDARKE\SECO\'-;OUl HPOR f -12- c:, = = e-, 5 6 Commencement Assessments relating to the operating costs of the Assoc1at1on, insurance mamtamed by the Association, and s1m1lar non-maintenance expenses shall begin when the Assoc1al.ton 1s formed and such costs are incurred, and shall be allocated to all Lots regardless of whether or not such Lots have been developed Assessments relating to the mamtenance and repalf of Common Areas shall commence as to each Lot upon the issuance of the first permit authonzmg occupancy of any Improvements on such Lot, and Lots that are not developed do not have to pay any such mamtenance expenses Dunng construction actlVlttes, any mamtenance or repalf costs to the Common Areas ansmg due to construct10n use shall be allocated to the Lot or Lots whose construction act1v1ttes give nse to such mamtenance and repairs, as reasonably determmed by the Associauon SECTION6 COMMON AREAS; EASEMENTS 6 1 Common Areas The Mam Access Road, the ut1ht1es not otherwtse to be maintained by the provider of such ut1h1tes, the Pedestnan Promenade and the Monument S1gn are all Common Areas of the Property 6 2 Mamtenance of Common Areas Followmg thelf m1llal mstallat,on, the Assoc1allon shall be responsible for the maintenance, upkeep, repatr, resurfacmg and improvement of the Common Areas to mmntam them ma good, sanitary, attractive and first-class cond1t10n and on a consistent basts throughout Southport Such maintenance and repa,r shall mclude, without hmttallon, maintenance and replacement of trees, shrubs, vegetat10n, 1mgat1on systems and other landscaping wtthm the Common Areas, repan and mamtenance of all centrally metered ut1ht1es, mechanical and electncal eqmpment m the Common Areas, repalf and maintenance of all roadways, walkways and sidewalks w1thm the Common Areas, and mamtenance and repair of the Monument S1gn 6 3 Maintenance Costs The cost of maintenance and repalf of the Common Areas of Improvements w1thm the Common Areas shall be paid as follows, unless otherwise agreed to m wntmg by the Owners Until such time as development occurs or commences m the portion of Lot I beyond the shore of Lake Washmgton, the costs of maintenance and repatr of the Mam Access Road and related landscapmg, walkways, ut1httes and hghtmg shall be allocated as follows Lots l, 2 and 3 Lot4 J 129\00:5 I L/13100 TBARKL\\ECO\'iOUTHl'OR l -13- 50% 50% = = c-, r•, The costs as among Lots 1, 2 and 3 shall be shared equally Begmnmg at such time as development occurs or commences m the portion of Lot I beyond the shore of Lake Washmgton, the allocat,on of costs of maintenance and repair of the Mam Access road and related Jandscap,ng, walkways, ut1httes and hghtmg shall be adiusted by the Assoc1allon to reflect the use associated with such development, based upon tnp generation or s1mtlar cnteria The cost of mamtenance and repair of the Pedestrian Promenade and related landscaping, walkways, ullhues and hghtmg shall be shared by the Owners of Lots 1, 2 and 4 as follows Lot l and Lot 2 Lot4 50% 50% The allocat1on as among Lots l and 2 shall be determmed based on the percentage (as between Lots l and 2) of hnear foot frontage of each of Lots I and 2 on the Pedestnan Promenade Each Owner shall mamtain its Lot or Lots and the Improvements thereon (mcludmg Landscapmg and any access roads not part of Common Areas) ma safe, first-class cond1tion consistent with the other Lots and Improvements If any Owner fails to mamtam ,ts Lot and the Improvements required to be mamtamed by such Owner m such manner (the "Non- Complymg Owner"), the Assoc1at.J.on may give such Owner written notice of such failure to mamtam the Non-Complymg Owner's Lot m accordance with this Declaration The Non- Complymg Owner will have sixty (60) days to cure the failure, or provide the Assocrnt1on evidence that the Non-Complymg Owner 1s d1hgently proceeding to cure its failure If the Non-Complymg Owner does not cure its failure within the 60 day penod, or any reasonable longer period supported by the evidence presented to the Assoc181lon, then the Assoc1ahon or any other Owner may, at its opllon, proceed to take any act,ons tt deems appropnate to mamtam such Lot, and the Non-Complymg Owner shall, on demand, reimburse the Assoc10t1on or any other Owner for all of the costs and expenses mcurred to mamtam the Lot 6 4 Pnvate Easements (1) Subject to the ilm1tat1ons set forth m this Declaratwn, each Owner, as a grantor, grants and conveys to each other Owner as a grantee, the following easements J 129\005 l l /I 3/00 TBARKE\SECO\\OU fHPOR I -14- (a) A non-exclusive, perpetual easement for ingress and egress from pubhc streets and penmtted private roadways adjacent to the Property for vehicular and pedestrian traffic over and across the Mam Access Road (b) A non-exclusive, perpetual easement for ingress and egress from the Lots, for pedestnan traffic only, over and across the Pedestnan Promenade (provided, however, that emergency vehicles will be permitted access over the Pedestrian Promenade to respond to emergency s1tuat1ons) (c) A non-exclusive, perpetual easement for parkmg along the Mam Access Road in such parking spaces and under such rules and regulations as the Assoc,at,on may determine, and consistent with any Parkmg Management Plan adopted by the Owners and approved by the City of Renton The Assoc1a11on will have the right, but not the obhgat10n, to lure a th1rd party parking management company to manage such parking (d) A non-exclusive, perpetual easement over, under and across the Main Access Road for the installatton, operabon, use, ma.mtenance, connectmn, repair. relocation and removal ofutihty Imes servmg the grantee's Lot, mcludmg, but not hmlled to, water, sewer, gas, electncal, telephone and commumcat1on lmes (e) A non-exclusive, perpetual easement over, under and across the fire access roadway to be constructed over a port10n of Lot 4 (the "F1re Access Road"), as shown m the attached Figure 3, for mgress and egress for emergency vehicular and pedestnan traffic and for the mstallauon, operatton, use, maintenance, connect1on, repair, relocation and removal ofu!lhty Imes servmg the grantee's Lot, mcludmg, but not hm1ted to, water, sewer, gas, electrical, telephone and commurucahon lines The Owner of Lot 4 will use its best efforts to provide five (5) parking stalls within the Ftre Access Road for the use of the Owner of Lot I (or the Owner of any new Lot lymg w,thm Lake Washmgton) (u) Subject to the hm1tat10ns set forth m this Declaration, each of the Owners of Lot 2 and Lot 4, as a grantor, grants and conveys to the Owner of Lot I, as a grantee, a non-exclusive, perpetual easement over that portion of Lot 2 and Lot 4, respectively, w1tlun the F1re Access Road and/or Pedestrian Promenade as necessary for ingress and egress to and from a port10n of Lot I which mcludes the land lymg w1thm Lake Washington, subject to such reasonable rules and regulal!ons as the Owner of Lots 2 and 4 may establish for the use of the manne fac1hty located on Lot I At such time as that portion of Lot I lymg w1thm Lake Washington may be separated mto a new Lot, this easement will run m favor of the Owner of the new Lot (111) Subject to the hm,tauons set forth m this Declarat10n, each of the Owners of Lot I and Lot 2, as a grantor, grants and conveys to each other, as a grantee, a non-exclus,ve, perpetual easement over the roadway to be constructed between Lots I and Lots 2 as shown m the attached Figure 4 (the "Waterfront Access Road") for mgress and 3129\00S 11/13100 TBARKF\5FC0\50U 11 IPORT -15- egress and for the msta1lat1on, operation~ use, maintenance, connection, repair, relocatmn and removal ofutthty hnes servmg the grantee's Lot, mcludmg, but not hm1ted to, water, sewer, gas, electrical, telephone and commumcatmn Imes (1v) Subject to the reasonable rules and regula!lons adopted for the use of each Lot by the Owner thereof, the use of all easements created by this Declara11on will, m each mstance, be non-exclusive and for the use and benefit of the Owners and their respective successors and assigns, and such agents, customers, mv1tees, licensees, employees, contractors, Benefic1anes, tenants and tenant's customers, invitees, employees, licensees, contractors and agents as may be designated by each Owner from time to ttme (all of which persons will be Perm1ttees) Each Owner specifically reserves the right, at any llme and from llme to time, to promulgate such reasonable rules and regulallons applicable to the Owner's Lot as may be imposed to promote the health, safety, welfare and security of such Lot, the improvements located thereon and the Occupants and Perm1ttees of such Owner Each Owner may, at any llme and from time to time, remove, exclude and restram any person fr-Om the use, occupancy or enJoyment of any easement created by this Declaration or the area covered thereby for failure to observe the reasonable rules and regulations estabhshed as provided herem If unauthorized use 1s bemg made ofany easement area by any of the Owners or their respective Perm1ttees, such unauthorized use may be restramed or termmated by appropriate proceedings after wntten notice to the defaulting Owner and failure to abate such unauthorized use w1thm a reasonable time (v) No walls, fences or barriers of any kmd may be constructed or mamtalned m the Common Areas or any portions thereof by any Owner which will prevent or impair the use or exercise of any of the easements granted pursuant to this Sectmn 6 4 or the free access and movement of pedestrians and vehicular traffic, as applicable, among the Lots and adjacent pubhc streets and pernutted pnvate roadways, provided, however, the Association may 1nst1tute such reasonable traffic controls as may be necessary to gmde and control the orderly flow of traffic so long as access driveways to the parkmg areas m each Owner's Lot are not closed and blocked Notwlthstandmg the foregomg, the Owner of Lot I may mstall fencmg, bamers and gates consistent wtth the quality of the Improvements on the Property to segregate that portwn (which may be pubhc or pnvate m Its Owner's d1screllon) of Lot 1 lymg wtlhm Lake Washmgton from the remamderofthe Property No Owner may grant any easement for the purpose set forth m this Sectmn 6 4 for the benefit of any real property not wtthm the Property exoept as set forth herem, provided, however, that the foregomg will not prohtb1t the grantmg or ded1catmg of easements by an Owner on its Lot to governmental or quasi-governmental authorities or to pubhc ut1lmes 6 5 Public Easement Subject to the hm1tat1ons set forth m this Declaration, each Owner, as a grantor, shall grant and convey to the City of Renton, as a grantee, a non- exclusive perpetual easement for pedestrian traffic only over a portion of Lots 1, 2 and 4 located wtthm the Pedestrian Promenade to be more specifically described in an easement agreement to be executed by the parties to this Declaratrnn (provided, however, that 3129\005 ll/13/00 -16- I BARK[ \",rCO\SOUTI-IPORT ..n = "" .- emergency vehicles will be permitted access over the easement area described in Exhibit C to respond to emergency s1tuat1ons) SECTION7 PARKING 7 I Operat10n and Maintenance of Parking Each Owner will construct and pay the costs of construction~ opera.hon and maintenance of all parkmg faclht1es on such Owners Lot Each Owner shall manage its own parkmg fac1ht1es or enter mto a separate agreement with a thud party manager lo manage such Owner's parking fac1hlles 7 2 Lot 4 Parking Easements The Owner of Lot 4 grants and conveys to the Owner of Lot I, a non-exclus1ve, perpetual easement for ingress and egress to and from, and for parking of up to 120 velucles m, the parkmg fac1l11Ies constructed or to be constructed by the Owner of Lot 4 on Lot 4, provided, however, that such easement and parkmg nghts may be used only between the hours of 6 00 p m and 8 00 a m weekdays, Saturdays, Sundays and holidays, and shall be subiect to such reasonable rules and regulations as the Owner of Lot 4 may adopt Such parkmg rights shall be at not to exceed market rates as may be imposed by the Owner of Lot 4 m connection with operating the park.mg fac1Jmes on Lot 4 generally 7 3 Lots 2 and 3 Easements The Owner of Lots 2 and 3, grants and conveys lo the Owner of Lot 4, a non-exclusive, perpetual easement for ingress and egress to and from, and for parkmg m, the parkmg fac1ht1es constructed or to be constructed by the Owner of Lots 2 and 3 on Lots 2 and 3, provided, however, that such easements (1) will be restricted to those parkmg spaces not designated as reserved for the Perm1tees of the Owner of Lots 2 and 3 (provided that at least 200 spaces will not be restncted), and (11) may be used only between the hours of 8 00 am and 6 00 p m weekdays, excluding holidays Such parkmg nghts shall be subJect to such reasonable rules and regulallons as the Owners of Lots 2 and 3 ~ may adopt Such parking nghts shall be at not to exceed market rates as may be imposed by ~ the Owners of Lot 2 and 3 m connecl!on wtth operating the park mg fac1ht1es on Lots 2 and 3 generally SECTION 8 INDEMNITY; INSURANCE 8 I Indemnity Each Owner (the "Indemmfymg Party") shall mdemmfy, defend and hold harmless each other Owner and their Occupants (each an "lndemmfied Party") from and agamst all claims and all costs, expenses and l1ab1!111es (mcludmg reasonable attorneys' fees and costs) mcurred m connect10n with all claims, mcludmg any acttons or proceedmgs brought thereon, ansmg from or as a result of the death of or any act10n, mJury, loss or damage to any person or to the property of any person (1) as a result of the use by the Jndemmfymg Party of any of the easements granted by this Declaral!on or (11) which occurs, 3129\005 11/13/00 fBARK~FCO\SOUTHPOR I -17- not as a result of the use of any of the easements granted herem, but wtthm the Lot owned by the Indemnifying Party, except for claims caused by the negligence or willful misconduct of an lndemmfied Pany, its hcensees, agents, employees and contractors Whenever a prov1smn for mdemmty 1s set fonh m this Agreement, m the event of the concurrent negligence of any party bound by this Agreement, which concurrent neghgence results 1n mJury or damage to person or propeny and relates to the construction, alteration, repair, addition to, subtraction from, improvement to or maintenance of the Property, the obhgallon to mdemmfy (mcludmg payment of the costs, expenses and attorneys' fees incurred by the party bemg indemnified 1n connection with the claim, acllon or proceedmg brought with respect to such tnJury or damage) shall be hm1ted to the extent of the neghgence of the party reqmred to mdemmfy The obhgahons of the lndemmfymg Party under any mdemmty provided for m this Declaration shall not be hm1ted by, and all persons now or hereafter bound by this Declaration hereby waive, any worker's compensation prov1s10n (mcludmg but not hm1ted to RCW Title 51) to the contrary or so hm1tmg EACH PARTY NOW OR HEREAFTER BOUND BY THIS DECLARATION ACKNOWLEDGES AND AGREES THE INDEMNIFICATION AND WAIVER PROVISIONS SET FORTH HEREIN WERE SPECIFICALLY NEGOTIATED AND AGREED TO BY THE PARTIES 8 2 Propeny Insurance Each Owner shall carry or cause to be carried fire and extended coverage msurance man amount equal to at least ninety percent (90%) of the replacement cost (exclusive of the cost of excavatmn, foundations and footings) of the Improvements (excludmg Improvements m the Common Areas) located on its Lot, msurmg against loss by fire and such other nsks generally covered by extended coverage insurance Such insurance shall be earned with financially responsible companies hcensed to do business m the State of Washington Each Owner shall use reasonable effons to cause any Beneficiary of its Lot to agree to allow msurance proceeds to be used to pay for the cost of repairing and restonng Common Areas located on the Lot as provided for m this Declaratmn Dunng construction of improvements on tis Lot, the insurance required pursuant to this Declaration shall be m "builder's all-nsk" form The Association shall purchase and maintain, for the benefit of all Owners, extended coverage msurance in the amount equal to at least 90% of the replacement costs of any Improvements located within the Common Areas, insunng agamst loss by fire and such other nsks generally covered by extended coverage msurance The cost of any such msurance obtamed by the Assoc1allon shall be treated as a Conunon Area expense under the Budget and any insurance pohcy so obtamed by the Assoc1at1on shall name all Owners (and the1r Beneficiaries) as add1tlonal msureds 8 3 L1ab1hty Insurance Each Owner shall at all times during the term ofth,s Declarat10n, mamtam or cause to be maintamed m full force and effect, commercial general hab,hty insurance covering its Lot or Lots Such insurance shall (1) mclude coverage for any action resultmg in personal miury to or death of any person and consequential damages ansmg therefrom, (n) beman amount of not less $2,000,000 per occurrence, (111) be issued by a financially responsible insurance company or companies hcensed to do business in the 3129\005 I 1/13/00 TBARKE\SE:.CO\!-.OUTHPOR J -18- State of Washmgton, and (1v) at the request of any other Owner expressly name such other Owners as an add1t1onal msured Unless otherw,se agreed m wntmg by the Owners, the Association shall purchase and mamtam for the benefit of al I Owners, commercial general hab1hty msurance covenng the Common Areas The cost of any such insurance obtained by the Associat10n shall be treated as a Common Area expense under the Budget, and any msurance pohcy so obtained by the Assoc1at10n shall name all Owners (and their Benefic1anes) as add1t10nal insureds Each Owner shall furmsh to any other Owner requesting the same evidence that the insurance required of 11 pursuant to thJS Declaratwn 1s m place 8 4 Waiver ofSubrogauon No Owner shall be hable to any other Owner or to any msurance company (by way of subrogation or otherwise) msurmg another Owner for any loss or damage to any bmldmg, structure or tangible personal property of the other occurrmg m or about the Property, even though such loss or damage might have been occasioned by the neghgence of such party, its agents or employees, 1f such loss or damage 1s covered by msurance benefitmg the party suffenng such loss or damage or was required to be covered by msurance under terms of this Declaration Each Owner shall use ,ts best efforts to cause each insurance pohcy obtamed by tt to contain the waiver of subrogation clause Notw1thstandmg the foregomg, no such release shall be effecl!ve unless a party's msurance pohcy or pohc1es expressly permit such a release or contam a waiver of the .,., earner's nght to be subrogated (">' ..,., c:, = = <"- SECTION9 ENFORCEMENT 9 l Abatement and Suit The Declarant and the Assoc,at,on are each granted the ::= nght to enter upon any of the Property at any reasonable time or times to mspect the same ~ for purposes of determmmg comphance with the Covenants and the Gu1delmes In the event = of any violation or breach of any of the aforesaid, and m the further event that all such = co v,olatmns and breaches are not cured w1thm thirty (30) days after wntten demand made .... upon the Owner or occupant by the Declarant or Assoc1at10n, as the case may be, the Declarant and the Association JOmt1y and separately have the right to enter upon the portion of the Property upon which, or as to which, such v1olat1on or breach ex1Sts, and summanly to abate and remove, or to correct, repaLT or mamtain, at the expense of the Owner and Occupant thereof, any Improvement, thing or condition that may be or ex,st thereon contrary to the mtent and meanmg of the prov1s1ons hereof as mterpreted by the Declarant or the Assoc,auon, and the Declarant and the Assoc1at1on shall not, by reason thereof, be deemed guilty many manner of trespass for such entry, abatement, removal, correctmn, repa,r, or mamtenance or mcur any hab1hty on account thereof The Declarant, the Associat10n and every Owner (or Occupant, but only with the respecllve Owner's consent) of any of the Property are further separately empowered to seek by legal proceedmgs, either m law or m equity, or to submit any such v10lat10n or dispute to arb1trat1on m accordance with the rules of the American Arb1trat1on Assoc1at1on (reservmg however, the nght to mJuncllve rehef m 3129\005 11/13/00 -19- I BARKE\~E(.0\"iOUTHPOR f Lt"! <r, u, = C = ..... = = = ..., aid of the relief sought) to determine the appropriate remedies to abate or otherwise prevent a cont1numg breach of any prov1s10n of this Declaration The amounts of all expenses incurred by Declarant and the Association pursuant to the prov1s1ons ofth1s Section 9 I which are not paid by Owner 1mmed1ately on demand shall consl!tute a hen agamst the subject Lot, shall bear mterest unttl prud at the rate set forth in Section 5 3, shall attach and take effect upon recordallon of a claim of hen m the Official Records and may be enforced m the manner allowed by law for the foreclosure of hens The enforcement nghts of the Declarant and the Assoc1atton set forth above shall also be for the benefit of each Owner, and m the event neither the Declarant nor the Assoc1at10n take action to enforce the provis10ns of the Declarat10n, any such Owner shall have the nght to enforce this Declaration, and to be entitled to reimbursement of costs (with mterest) and hen nghts as set forth above 9 2 Attorneys' Fees and Liens If 1n connection with any enforcement of this Declarallon with respect to any Lot, 11 shall be necessary to secure the services of attorneys, then the reasonable fees of such attorneys, and all other costs of any contemplated or actual legal, equitable or arb1tratton proceeding m connection with any such enforcement shall be payable by the Owner of such Lot If such fees and other costs or any part thereof are not paid withm ten (10) days after written demand therefor, the amount unpaid shall bear interest from the date thereof unl!l paid at the rate of mterest set forth m Seclton 5 3 If any such fees or costs are not paid on the due date thereof, the amount thereof together wtth mterest thereon as aforesaid shall be and become a hen against such Lot and may be executed upon or foreclosed by approprtate legal proceedings (subject to the hmttallons contained m Secl!on 11) In any legal, equitable or arb1trat1on proceedmgs for the mterpretat10n or enforcement of or to restrain the v10lalton ofthts Declarallon or any prov1s10n hereof, the losmg party or parties shall pay the reasonable attorneys fees of the prevailmg party or parties m such amount as may be fixed by the court m such proceedings 9 3 Deemed to Constitute a Nuisance Any breach ofth1s Declaration by an Owner or Occupant 1s declared to be and shall constitute a nmsaoce, and every remedy allowed by law or equity agamst ao Owner or Occupant shall be applicable agamst every such nmsance and may be exercised by the Declarant, the Association, the County, any Owner (or Occupant who has been given such nght by the Owner of such Lot) of a Lot, or any of them 9 4 Remedies Cumulative All remedies provided herem or available at law or m eqmty shall be cumulative and not exclusive 9 5 Failure to Enforce Not a Waiver ofR.tghts The failure of the Declarant, or any other Person entitled to enforce this Declaration, to enforce any Covenant herem contained shall m no event be deemed to be a waiver of the nght to do so nor of the nght to enforce aoy other Covenant Declarant shall not be hable to any owner, occupant or any Jl29\005 U/13/00 -20- I BARKl:\~E(O\SOUTHPORT other person or entity for any damages, losses, liab1ht1es or expenses suffered by reason of a mistake mJudgment, negligence or nonfeasance ansmg m connection with any approval, disapproval or other actions taken m connection with this Declaration or the non- enforcement of any provision of this Declaration 9 6 Damages Inadequate Damages for any breach of the Covenants are declared not to be adequate compensation and such breach and/or the continuance thereof may he enJomed or abated by appropnate proceedmgs by any Person entitled to enforce this Declara!IOn as provided m this Section 9 9 7 Compliance of Tenants Each Owner who rents or leases its Lot or a portion of its Lot shall msure that any such lease or rental agreement is subject to the terms of this Declaration Any such agreement will further provide that failure of any tenant to comply with the provisions of this Declaration will be a default under such tenant's lease or rental agreement SECTION 10 ACCEPTANCE OF PROTECTIVE COVENANTS; PRIVITY; STANDING 10 1 Acceptance Each Owner and Occupant, by the acceptance of a deed of conveyance, lease, sublease, license or other nght to enter on or occupy any of the Property, and every other Person at any time havmg or acqumng any nght, tltle, mterest, hen, or estate ;:::; in, on or to any of the Property, accepts the same subJect to all of the provtsmns of this :;;Declaration and the Jurisdictions, nghts, and powers of the Declarant, the Associauon and ,:.:-Owners created, granted or reserved herem, and all easements, nghts, benefits and pnvileges ~of every character hereby granted or created and thereby covenants and agrees for themselves, their successors, heirs, personal representatives and assigned to be bound by the ;-Covenants ~ = 10 2 Nature of Obligations All obhgat10ns hereby imposed and the easements ~ereby granted are covenants runnmg wllh the land and shall bmd every Owner and 'l>ccupant of every part and parcel of the Property and any interest therein, and every such other Person and mure to the benefit of every Owner and occupant and such other Persons and as though the provts10ns ofth1s Declaration were recited and slJpulated at length m each and every deed of conveyance, lease, sublease, hcense or other agreement grantmg any nght of entry or occupancy, or many other mstrument or document by which any such nght, lltle, interest, hen, or estate 1s created or acqmred. All Covenants, and agreements contained herem are made for the direct, mutual and reciprocal benefit of each and every part and parcel of the Property and shall create mutual, equitable servitudes upon each portion of the Property m favor of every other portion of the Property IO 3 Pnv1ty, Standmg No Occupant or other Person other than an Owner or its representative (and then only m the manner set forth m Section 9 I above) or the J 1291005 11/1)100 -21- l BARKE\S[CO\SOUTHPORT ...., '.' Lf' = = ,:'!> = ~.J = ,~ Assoc1at1on shall have the nght to enforce the prov1s10ns of this Declaration or seek damages for any v10latton or non-enforcement thereof agamst any Person other than the Owner of the Lot used or occupied by such Occupant or other Person Occupants and other Persons (other than Owners) are designated beneficiaries of as well as subject to the covenants set forth m tlus Declaration, whtch covenants may be amended by Declarant or the Owners, as the case may be, m accordance wtth thts Declaration, but many event without the consent of or notice to such Occupants or other Persons SECTION 11 DEEDS OF TRUST 11 I Pnonty Over Liens The hen on any Lot resultmg from, created by or provided for m this Declarat10n shall be subject and subordmate to the hen of any Deed of Trust made for value and m good faith and creating a hen on such Lot on the date of commencement of proceedmg to execute or foreclose the hen on such Lot executed by this Declaration 11 2 Effect Of Breach Anythmg contamed m thts Declaration to the contrary notwithstandmg, no breach of any of the Covenants or re-entry by reason of such breach, shall defeat or render mval1d or 1mpa1r the hen of any Deed of Trust made and delivered for value and m good faith, whether now ex1stmg or hereafter executed, encumbering any of the Property 11 3 Beneficiary Notice The Beneficiary under any Deed of Trust affectmg a Lot shall be entitled to receive notice of any default under this Declaration by the Owner whose Lot is encumbered by such Deed of Trust, provided that such Beneficiary dehvers a copy of a notice m the form heremafter contamed to each Owner The form of such notice shall be substantially as follows The undersigned, whose address ts ------------- does hereby certify that 1t 1s a Beneficiary, as defined m that certam Covenants, Conditions and Restnctlons for Southport ("CC&Rs") of Lot _ of Southport, a legal descnptton of which ts attached hereto as Exh1b1t A and made a part hereof If any notice of default ts given to the Owner of such Lot, a copy shall be dehvered to the undersigned who shall have all nghts of such Owner to cure such default Failure to deltver a copy of such notice to the undersigned shall m no way affect the vahd1ty of the nottce of default as It respects such Owner, but shall make the same mvahd as 11 respects the mterest of the undersigned and its Deed of Trust as defined m the CC&Rs upon such Lot Any notice given to a Beneficiary shall be given m the same manner as provided m Sectton 14 2 below 3129\005 11/13/00 TRARKE\S[CO\SOUTHPORT -22- = = = "' 11 4 Beneficiary's Tttle A Beneficiary acqumng litle to a Lot through foreclosure, smt or by transfer in heu of foreclosure or equivalent method shall acqmre l!tle to the encumbered Lot free and clear of any hen authonzed by or arismg out of the prov1s10ns of this Declaratton, msofar as such hen secures the payment of any assessment or charge due but unpaid pnor to the final concluston of any such proceedmg, mcludmg the exptratton date of any per1od of redemptrnn After the foreclosure of a secunty mterest m a Lot, any unpaid assessment shall continue to exist and remam a personal obhgat,on of the Owner agamst whose Lot the same was levied Any hens provided for m this Declaralton shall be subordmate to the hen of any Deed of Trust upon a Lot (provided the Beneficiary ts a th1rd party and the Deed of Trust 1s given to secure a good faith obhgat1on of the Owner whose Lot 1s encwnbered) The sale or transfer of any Lot or any mterest thereto shall not affect the hens provided for tn this Agreement except as otherwise specifically provided for herem, and m the case of a transfer of a Lot for the purpose of reahzmg upon a secur1ty mterest, hens may anse agamst such Lot for any assessment payments commg due after the date of the foreclosure SECTION 12 AMENDMENT OR MODIFICATION 12 1 Power to Amend Tots Declarat10n may be amended by Declarant, actmg alone so long as ti is still Owner of all of the Property, by an mstrument in Wrillng properly executed and acknowledged and recorded m the Official Records After Declarant ceases to own all of the Property, this Declaration may be amended, termmated or extended as to the whole of the Property or any part thereof upon the Written consent of Owners who collecttvely own at least seventy five percent (75%) of the square footage of land contained w1thm all of the Lots, provided, however, that dunng the 1mt1al twenty (20) year term hereof any such amendment or tennmatton must be agreed upon by all of the Owners Any amendment of this Declaration shall not depnve any Owner or Occupant of its nght to use ,ts Lot for the purpose consistent with the Declaration as such Declaratton stood pnor to that amendment Any such termmat,on, extension or amendment shall be effective upon record mg of any instrument in wntmg, properly executed and acknowledged, with the Official Records 12 2 Lim1tat1ons Notwithstanding the foregomg prov1S1ons of Section 12 I (1) No tenntnallon, extension, mod1ficat1on or amendment to or of thts Declarallon shall affect any approvals or consents theretofore given to any Owoer or Occupant pursuant to the provtstons ofth1s Declaration, and (n) No terminallon, extenston, modification or amendment to or of any provmon of this Declaratton shall preJud1ce any then ex1stmg hen of any Deed of Trust made and dehvered for value, in good faith or the nghts of any Benefictary thereunder 3129\00S I l/l3f00 -23- 1 UARKE\liiECO\o;;OLITHPOR I ,._ c:, = CC' (-, SECTION 13 TERMINATION The easements set forth m Sections 6 3 and 6 4 shall be perpetual The remamder or the terms of this Declaration shall be and remam m full force and effect unlll forty { 40) years from the date hereof, after which date this Declaral!on shall be automatically extended for successive periods of ten ( I 0) years unless a wrll\en document termmatmg this Declaration (except for the easement prov1S1ons referred to above) is Recorded m the Official Records Any such terrnmat1on document must have been duly executed and acknowledged by the Owners m accordance with the terms ofSechon 12 No termmat1on of the Declaration shall tenmnate any utility easement granted or reserved pnor to such termination SECTION 14 MISCELLANEOUS PROVISIONS 14 l Severab,hty lnvahdahon of any one of the cond1t1ons, covenants, restnct1ons, easements or prov1s1ons ofth1s Declarat10n with respect to any apphcauon, by Judgment or a court order will m no way affect any other apphcat,on thereof, nor any other conditions. covenant, restnctmn, easement or provision hereof, all of which shall remam m full force and effect 14 2 Notices Any wntten notice or other document as reqmred by this Declaration may be delivered personally, by recogmzed overnight courier or by mail lf by mad, such notice will be deemed to have been delivered and received three (3) busmess days after a copy thereof has been deposited m the Umted States first class ma,!, postage prepa,d, properly addressed to the applicable Owner at the regIStered address of such Owner as filed m wntmg with the Assoc1a11on Ifby overnight couner, such notice will be deemed to have been delivered on the day after such notice has been depoS1ted with the overrught courter company Nollces to the Association will be addressed either to an address to be posted by the Assoc,atlon, or to the registered office of the Assoc1atwn 14 3 Jomt and Several L1ab1hty !fa Lot is owned by more than one Person, the hab1hty of each of the Owners of such Lot Ill connection with the hab,hties and obhgat,ons of Owners set forth m or imposed by this Declaratwn w,11 beJomt and several 14 4 No Pubhc Dedicallon Nothing contamed m this Declarat1on w,11 be deemed to constitute a gift, grant or dedJcatwn of any portion of the Property to the general pubhc or for any pubhc purpose whatsoever, 11 bemg the mtentton of the Owners that thIS Declarat10n will be stnctly limited to the pnvate use of the Owners and theu respective Occupants and Permttlees This Declaratton 1s mtended to benefit the Owners and theu respective successors, assigns and Beneficianes and 1s not mtended to constitute any Person which 1s not an Owner a thml party beneficiary hereunder or to give any such Person any nghts under this Declaration 3129\005 I I/IJ/00 rBARh.F\\E(O\'iOU HIPORl -24- ..,., <'7 u-, = = = = c:, = N 14 5 Effecuve Date This Declarat,on will take effect upon recording 14 6 Rules and Regulations The Assoc1at1on will have the nght to adopt rules and regulations with respect to the Assoc1at,on's nghts, activities and duties, provided such rules and regulat,ons are not mcons1stent with the prov1S1ons of this Declaration 14 7 Captions and Titles All captions, tllle or headings of the sections m this Declaration are for the purpose of reference and convenience only and are not to be deemed to hm1t, modify or otherwise affect any of the prov1s1ons of this Declaratmn or to be used m detennmmg the mtent or context thereof 14 8 Applicable Law This Declaratmn will be construed mall respects m accordance with the laws of the State ofWashmgton 14 9 Time Time 1s of the essence of this Declaration 14 10 Wlllver, Course ofDealmg No waiver or course ofdeahng m contravention of any of the prov1s10ns of this Declaration shall constitute a waiver or basis for estoppel agamst the enforceab1hty of any other provmon, whether or not s1m1lar, nor shall any wru ver be a contmumg waiver 14 11 Exh1b1ts and Figures The followmg exhibits and figures are attached to this Declaration and by this reference are mcorporated herem Exh1b1tA Legal Descnptlon Exh1b1t B Site Plan Exh1b1t C Nonopposmon Agreement Figure I Mam Access Road Figure 2 Pedestrian Promenade Figure 3 Fire Access Road F1gure4 Waterfront Access Road IN WITNESS WHEREOF, Declarant has executed this Declaration on the day and year first above wntten DECLARANT 3129\005 1 l/lJ/00 TDARKE~ECO\SOU I HPOR I SOUTHPORT LLC, a Washmgto hm,ted hab,hty comp.7 / -25- STATE OF WASHINGTON COUNlYOF kJN6 } } ss. ) On this / •-Pr day of N OVf }y)he r;iooo, before me, tlte undersigned, a Notary Publtc m and or lhe State pf Washmgton, duly comm1s,1oned nnd sworn pcrsoqally appeared 11( f. nrisr knowntornetohctlicMembCC of SOUTHPORT LLC, the hmttcd ltabihty company that executed the foregoing instrument, and acknowledged the said mstrument to be the free and voluntary act and deed of satd hmtted liability company~ for the purposes therem mentioned, and on oath stated that he/she wa<. authonzed to execute said instrument_ [ certify that I know or have satisfactory evidence that the person appeanng before me and makmg this acknowledgment 1,; the person whose true signature appears on this document WITNES~~~1,.ffic,al seal hereto affixed the day and year m lhe cert1!icale Jbovc ,::-~·~:ici~·~!o ~, V'.x e-t~,a_,./ • "•••"' ,.Aa _. ~ .. •""'~o ~~ • . : •O ..... : Signature .., : !"-•-: t..Jsa. L-lo//1nS ;:t&, POe\.,c. ~E PnntName -------------~ "::.,1'.t•, 11·1i!!,~/ NOTARY PUBLIC 1n a~<I for lhp State of 1,1 ,,t;JF•:,;-~;,,-.. Washington, rcsidmg at Y)!lf!fl In i" t I I e__ •1111111\• My comm,ssmn expires _/L.-!J.. /,'J._ wntten J 129\00i 10/30/00 11JARKC\.''U.CO\MJITTlll"'ORf -26- EXHIBIT A Descnp!Ion of the Property PARCEL A LOTS!, 2, 3 AND 4 OF CITY OF RENTON SHORT PLAT NO LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO 20000131900006, IN KING COUNTY, WASHINGTON PARCELS ,., NONEXCLUSIVE EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS :g AS ESTABLISHED IN RECORDING NOS 6201855, 6317510, 9902019014 AND :; 20000131900006 .--. = = c:, ..... = = = ~ "'T'1 G) C :;c l"T'I 0 • 0 \ EXHIBITB SITE PLAN = =· = EXHIBITC .'f!,!li mmclPPOSITION JIG1U:EMENT made and entered into as ct the a1:l!:. day of ~lg('., 1999 by and between Hich.f.el Christ, One, I.I.C aasMnqton limited liability company ("CHRIST"), the Boeing Ccmpany, a Delaware corporation ("BOEING•) and the City of aenton, a Washington lllllnicipal co,:pcration ("City•). (CIIRIS't, "BOJ::tllG and the City are collectively referred to as the "PAB.TIES"): DCZllLI JI.. CIIB,IST has entered into a purchasa and sale agreement with Puget Western to purchase that proparty commonly lcnown as the ShutfUton St1am. l'1a11t lit. (the "Property•) in aenton, Washington legally described in Exhibit A. The Property lies adjacent to Boeing I s Renton manutacturing-and final asaambly facility (the •aceing Facility") legally described in Exhibit B. the Property and the ilmlediately adjacent portion of the Boeing Facility ara illuatrated. in Bxb.ibit c. !Xhibits A, B, and care attached hereto and inco,:pcrated herel>y by tllis reference. B. CHRIST hes proposed to the City the phased redevelopment of the Property from its existing industrial land use to a 111.ixed-use development consisting ot office, residential and CC11111U1rcial uses (the "J.ed.evalop,oent•) es snown in Exhibit D, attached hereto and hY thia reterence incorporated hai,ein. The qcvernment permits and approvals which either have bean or are lilcaly to he sought by Christ which may he necessary tor th• RedeveloP1119nt include but are not 11Jllited to a Planned Action Des~gnation, co,,,preh1111sive Plan Amendment and Rezone, a Zon.inq Cod• 1'u.t J.mendnutnt, a Kaster Site Pla11 Approval and phased individual site plan appro'O'ILls, a Shoreline Substantial Development Perllit, clearing, gradinq, demolition, construction buildin11 and mecheical perllita, short plat or boundary line adjustmant approvals, roaclWay access approvals, parking and loading regulations moditicationa, variances, and hydraulic project approval (the "Permits and Approvels"). c. Tbe City haa h•gur,. drafting a Suppl..,..ntal Environmantal Impact statement (SEIS) to address the environmental impacts ot a planned act:l'on proposal and the proposed aedavelopm.ent (the Southport Development Planned Action DEIS, June 1999)·. The Dratt SEIS has been iuued and Wl7M '' the comment period eicpired 7/29/99. The Final EIS was issued Saptember 9, l999. I), Christ bas pruanted Boeing and the City with proposed site plans tor the Redevelop11111nt planned action on tile with th• City. seeing h&a expressed concerns to Christ and to the City by comment l•tters dated July 14, 1999 and July 28, 1999 ("Comment Lettara•1 en tile with the City. E, Christ 11 willing to 1110dity its plans and commit to a development plan which prohibits residential development tr0111 being located closer t:bAn 380 teat to the Boeing Plant and i.mposea other use restrictiona and notice requir ...... ts 1n consideration ot Boeing's withdrawal ct its cOllllllent litters and its agreaant not to oppoae the Redevelopment and any of Cbrist's Permits and l\pprovals for the project as described herein and as depicted in Exhibits I) and G. r. Boeing is willing not to oppose the Redevelopment and Christ's PerDLits and l\pprovals in consideration ot the a.development being developed, constructed and operated as provided by this Agreeaallt, and provided that the terlll8 and conditions ot this Agreell!ent are imposed, ilapl.....,,tod and enforced. NOW, Tl!ER!:l'<lllE, IN CONS!DERATION ot tha mutual proml.ses, covenants and agreeJ11ants contained herein, Christ, Boeing, and the City, each with the intent that each be lagally bound, agree: l , nc.J&C'r DIIIICIIJ:PTJ:Cll So long as any portion ct the Boeing Facility within 1,000 feet ot the Property is owned, in whole or in party, by Boeing or a relatad entity, and is usad, in whol• or in part, as an eircratt manufacturing and final ass8"'bly plant or for any other haavy industrial uae c•cond1tion"l: (al The Proparty shall not b• developed with mora than _540 total residential units, except that a hot•l or other COOllllllercia1 us• shall be allowed in th• non-residential area as abown in Exhibit n, and as provided by existing and proposed City codes, a copy ot which is attached as Exhibit l and by this reference incorporated herein. '> · ~ (bl Building heights shall not exceed 125 taet above existing grade, excluding rooftop 10ecbanical equipill8nt. ·2· rmm ' .. (cl Landscaping •hall be u required herein and by the current City Code. P.elevmt portions of the Code ara attached a• txnib1t F and by this reterenc:e incorporated herein. ,: (dl Building locations sh&ll be generally as shown in Exhil:>1t D, {el Building uaea and occupancies sha.ll be aa shown in Exhil)it D, (fl No cha.nge, expansion or intensification ot use or ot any building that could l.ncr.aue environmental 1mpact• or the aeno1tivit1es to occupmt• and users o! the Property shall be commenced or 1mplemantad without the prior written consent o! Boeing and hsua11ce o! such Pez:mits or Jlpprovala as may be required by th• City. 2, l:S'l'ABI.IBl!MBIIIT OF RISilll!:N'l'IAL UB'l'IUCTION AUA (al Christ shall submit to the City• ll!Qditication to it• proposed Redevelopment, aa ducribed in this Aqree111ant, including l!:xhibit D, and including the prohibition of a.ny resident1a.l uses on that portio11 or the Property located within 380 feet or the Boeinq Plet (the "Residential 11.estriction Area•). (bl Christ sh&ll sublll.t to the City a ll!Qdification to any currently pending applications tor Pez:mit• and Approvals, necessary to cauae the Redevelop111ent to contom. to the terms and conditions or this Aqreoent. (cl so long as the Condition exiot•, all future applications for Pel:lll.t• and Approvals shall be consistent with the ten,.s and conditions ol! th:l,s Agreement. 3. RJ:8IDl!:lil'r?AI. 11111!: So long as the Condition exists, (al Reaidential uae (the hotel shall not be considered a reoidential use) shall be allowed only in the areas deai;nated •reaidential• in Exhibit D, and •hall not be pem.itted to occur within the Residential Reatriction Area. tbl Subject to tel, below, all residential use shall be mcnth-to-1110nth or day-to-day tenancies.~ No pem.a.nent, long- te%111 reaidential useo shall be allowed except with prior written conae11t ot Boeinq, which shall not be unreasonably withheld or delayed, .3. 1117 ... ' . (cl No individual ownership or long-term lease of individual residential units shall be allowed without the prior written con,ant of Boaing, which consent shall not b• unreasonably withheld di: delayed in the face o! a reasonable showing by Christ of tha acollOAlic or market feasibility or necessity for such ownership or long-term lease. 4 • IIITBI\CICS A11D lMIDSC:UDIG So long as the condition exists: (al .Christ sball provide a buffer of not leas than 25 feet between the comon boundary line of the Property and the Baaing Facility. The buffer shall be intensively landscsped and will provide screening and visual relief between the residential tenant• and tbe Baeinq Facility. The buffer shall include e vehicular acc:eu road aa abown on Exhibit D, and may require further utiliti••, trans!ot'IDl!ra, a.irhandling equipment, etc, The area imnadiately north and west of buildinq l will also be intensivllly landscaped with m.ixed deciduous and evergreen planting• of a density and of aufficient size to obscure the Boainq Facility from the Property, A conceptual landlcaping plan is attached as Exhibit G that ia representative of Christ' a intentions, but which also 11111,y require modifications the City 11111,y dictate to meet traffic and other municipd raquiremanta, or aa. a restaurant intended for thia area may reasonably require. Portrayal of the office portion of the aite in Exhibit Dis conceptual only1 the deaiqn will ultimately be driven by u.rket and/or apacific tenant requirements, and must rBlllllin flexible to their needa, Nevertheless, Chri,t and Baaing confirm that they ara of a cOIIIIIIOn goal to effeccively acreen residential facilities at the Proparty tram the Boeinq facility. (bl The buffer and landscaping shall be roqularly maintained, Plant lo•••• shall ba replaced promptly with the sa11e or al.miler material. 5. NO'ttCICS 'l.'Q USIUIS Upon closing and acquisition of title to the Property by Christ or any related entity, Christ sllall record a Notice on Title to the Property, and ahall provide all proapectiva purchasers, users and tenant• (a• to users and tananta, with changes only in tenae) of all or any p6rtion of the Property with written notice•• tollowa: · ''""' . ' = = = N . ' rhe pi,oparty lnnec!tataly south ot tha Bouthport prop•rty l.a :toruid for haa.vy :Lnduetl:ia.l. ua•, a.nd i• c:urranUy u.oad u a.n ilir~t manufaoturing and final ueSlbl.y pla.nt. A var!.aty ct :Lnduat:J:!.al activit!.u cccur en tha property tbat may be !.nacnvaniant ci: cauaa di.aoomfort tc peopla ua!.r,q, tn:trl:ing or ras:Ldinq a.t Southport, 'rhi• may uh• f,:cm. a!.r=att manuta.otur:LIIIJ act!.vitiu, includillq a!.rci:af't t!.nal auambly and pa1ntir,q, and a wastewater trut::m.ant pla.nt, which may gananta unpl•ua.nt and anncy!.nq oder•, vibz-ationa,-naiaa, duat, and air amiaaiCM ot ba&a.rdoua and toxic al.= polluta.nta and valat!.l• orga.n:Lc compound&. '1'11• C1 ty ot a.nton bu ••tabli•hecl manuta.cturinq and 0th-= huvy :Lada• trial ,.... •• p:,,:Lor!. ty u••• on das:Lgnat:ad huvy :Lnduatrial landa. Naarby pzc,pa,:ty c>1mara, raddenta and usua ahould ba p.._rad to a.ooapt auoh inoonveni1111cas or discomtort trcm. IICl:rmal, McaHary huvy indua trial opara !:ion• 1lhan pertozmec! in ac,mplianca with local, stat:. and tsclaral law, Tha o-r ot tha proparty [daacribecl on Exhibit A] to= itaal.f, it• a11CeaaaC1>:• and &H!.gne, hei::al:iy waive• to th• azt:an t pai::m1 tt:<od by law 1. ta right to p:otaa t ar ah&llanqa a.ny lawtul h•vy manutaaturin9 _...ation or activity or th• anvi-t&l imp&cts lawtully causad by tha cui::r1111t aJ.i::aratt plant or othar haavy indwltrial uH to tha -,:ty daacril,ecl en J:Xb t h1 t A or to i ta owner a , us~• or oaau:panta. (b) This written 11C1tice shall be in bold typeface and not leas than 10-pcint type. Cc) Except as may be required by law, or to avoid vi.elations at law, oc long as the condition exists, this written notice may not ba changed., mcdithd., illllal1ded, or suspended without the express prier written consent at Boeing, Which consent may be withheld in Boeing's sole d.iscretion. 6. DSlUl IIBS'nlICTlCIIIS ' (al Upon closing and acq111ait1on 9f titl• to the Property by Christ or any relatod entity, Christ will also record. a restriction on title to the Property as follows: .5. 1117"' so long as adjacent property is owned by The Boeing CC111pany, a Delaware corporation, or a related entity, and is used as an aircraft manufacturinq~and final assembly plant or other heavy industrial use, no residential use or raa1dent1al atructuru of any type, whether permanent, temporary, long-te:cm, short-term, rental, or otherwise, with the exception of hotel or other cClllllercial uses, shall be constructed, placed or used within 380 feet of th• co,omon boundary line of this property and .the adjacent B011,\Q Aircraft Manufacturing and Final Assembly Plant as depicted in !xhibits c and D, No more than 540 residential units shall be allowed on that portion of the property designated for residential use, as shown·on Exhibit D, (cl Thie restriction and the notice described in Section 5 shall remain in affect ao long aa Boeing uaes any portion of its property within 1,000 feet of the sout.hport property tor heavy aircraft manufacturing and final assembly or for other heavy industrial purpoaea. (di Th• notice and restriction on title shall be recorded against title to the entire Property described in Exhibit A at the time Cllrist acquires title to the Property. If the Property is subdivided, the notice and restriction on title ahall apply to all future lots, parcels and tracts. (a) So long as Boeing uses any portion of its property within 1,000 feet of the Sout.hport property tor heavy industrial purposes, neither the recorded notice nor the restriction en title uy be removed,. extinqutahed, waivecl, suapended, amanded or 111Cdified witheut the prior express written consent of Boeing, which consent may be withheld in Boeing's 101• discretion. 7 • PISIGN ANP CQIS'l'IWCTION (a) Heating, ventilation and air conditioning for tha Property office buildings will be accomplished by a variable air volllllle syetam, or equivalent desi;ned end placed to m.1n111ize the effects ot odor and air emissions from th• Boeing Property on building occupants ct ottice buildings at th• Property. This type of equipment lenda;itaelf to a variety ot filtering t•chniques, including synthetic fiber and activated carbon tilters. An appropriate filtering technology will be selected during th• design phase of the ~edavelopment. The (DDOr'c: DIXIO -2:UO 1211 •• . . ~-- main air handlinq equipment tor those huilcilnqs will ha mounted on the roof of the structures. Supply air for occupied spaces (excluding parking! in cC1111ercial huildinqs at the Property will ente"l;the builcilnqs frOJD the east race thereof, and exhaust air will he released from the west face. Construction shall he desiqned and carried cut to m.inl.mi.ze the !.npacts cf noise and airborne vibration that may emanate trom the Boeing racility hy adherence to llnifoi:m Buildinq Code Section 1208,2, paraqraphs land 3, relatinq to airborne sound insulation. a. CI'fT or RlllfON (al The City shall have the full riqht and power, but not the obliqaticn, to enforce the terms aJld conditions of this Aqreament with respect to either or both of the other parties. ' (bl Compliance with the terms and conditions of thi.s agreement shall be a term and condition of any and all Permits and Approvals isaued by the City for the Property. ,. NOTICI OI' SALi (al Christ shall provide Boeing with first notice of Christ's intent to aeJl or offer to sell the Property. (bl Boeing shall provide Christ with early notice of its decision to sell all or any portion of it• property within 1000 feet of the Southport Property. 10. 1'D1AI. BEIi Al.ftllllA'fIVJ: The Parties understand that the Draft SEis has been published without reflecting the Residential Reatriction Area. However, the 111Ddified Redevelopment plan as described herein and as shown in Exhibit o, is preaented and analyzed in the r!.nal SEIB as a new alternative "Plan c.• 11, COOftRA'fIOII The Part1e• aqree to cooperat• and execute such further instrument,, documents and confirmatory eqreement1, and take such further acts or actions as may be necesaary or appropriate to carry out the intents an,d purpose5 of this Aqre11111en t. .7. .. .... '' 12, CONl'1,ICTS In the event of a conflict between the torm.s and ccnditicna cf this Agreement and any 1tandarda er conciltion1 imposed or required by tha City fer any Petmits and. Approval• for the Redevelopment, the more restrictive standard or condition will apply. l3 , D:ISPUTI: IIHOWTJ:OII ( a) Iii thin thirty ( 30 I days of the execution cf this Agreement, Christ and Boeing_ sbdl aacb identify a coordinator ("I>.a1gnatad Coordinator• or "I>C"l responsible fer addressing issua1 and dioputes that may arise from time to tillle under the Agreement. The Parties shall provide written notice cf the selection of the l)esignated Coordinator and any subsequently appointed I>Cs. (bl If a dispute arise• with regard to any matter addressed by this A;remaant, the Party raising the disputed issue shall contact the DC regarding the nature ct the dispute. (cl The Parties aqree that the I>Cs will use their best efforts ta resolve the dispute presented in an expeditious IIWlllflr, coasistent with the tei:ms of this Agreement. Eacb party agrees to meet and discuss potential aclutians to the di1pute within Uva busineH days of the date notice of a dispute was received by tha other Party. (dl If the JJC• are unable to raaolve a dispute in a mutually egraaabla unner witbin four weeks from the date that notice of the dioputa was received by the other Party, the mattar shall be referred to the respective supervisors of each DC. It they are U11able to resolve this -dispute within four weeks, it shall be reterrad to the president at Christ and to Jim Nelson, Director racilities, Service•, Facilities ~set Manag-.nt Organha.tion, Boeing Colllllerciel Airplane Company or his succesao~, fQ~ ~•solution. l(, NONOPl1QSITION By execution of this Aqreement, Boeing withdraws its Colllllent Letters and aqreea not to oppose any existing or tuture E'ermits and Approvals which Christ has souqht or in the future 111&y uek, Ol:' which the City or ap.y other gcvernraantal agency has granted or~ the tutura may grant, on the construction at the Redevelopm.ent as described in this Aqreement and as shewn in Exhibits D and G, and so lonq as ,.., ... '' Chd1t hao complied with the terma and conditions of this Aqra1U1ent. Baaing also ac;rreas not to take any other actions which lltight have the etfect ot stopping, delaying or increasing the cost of construction of the Redevelopmant as descril,ed in this AqreUtBnt and as 1hown in bhil:)its D and G and not to in any way aid, assist, or cooperate with other parsons or entities who oppose the Redevelopment. Boeing does not waive its right to legally require that the Redevelopment be constructed in conformance with the tarma and conditions of this 1.greemant. lS • SUCCl:.SSORS A11D ASSIGNS The rights and obligations of the parties shall inure to the benefit of and be binding upon their respective successors and as1igns. 16. ~ navtSiotlS (a) llnt.l.N Agreaacnt: This instrument, inclUding the attached Exhibits A, B, c, D, E, F, and G contain the entire agreement between the Parties with respect to the subject matter he:eof and shal.l net be mcdified or .,..nded J.n any way except in a writing signed by duly authorized represantativ•• of the respective Parties er their aucoeasors in interest er as1igns. !l>l 1:ruror-t: It is agreed that the remedy at law for any breach of the agreements contained herein woul.d ba inadequate and in the event of a bnach of this 1'g,:euient, the agvrievad Puty shall be entitled ta injunctive relief as .well am damages far any such breach. Tho pravailing party in such an action shall be entitled to ,:ecover its reasonable coats and attorneys• fees, including those incurred in any appeal frOIIL the judqllent of a lower court. le) tloti ... Any notice or other coaunication of any sort raquir11d or permitted to be given hereunder shall be in writing and s~all be deemed sufficiently given it personally delivered, tranS1tli.ttad by facoim.1.l•, electronic maJ,l or thre• days after being mailed by u,s. certified mail as tallows: 9111M To Christ: And tat And to: To Boeing: And to: (d) Qovaming Law Michael Christ, President SECO Development, Inc. 10843 NE s" Street, Suite #200 Bellevue, llA 98004 rac,i.nule: 42S/637-1922 Peter L. Buck Brent Carson Bu<:k , Gordon LLP 1011 Western Avenue, Suite 902 Seattle, 11A 98104 rac;ai.nule: 206/626-067S Willillll N. llppel Appel, Glueck, P.C. 1218 Third Avenue, Suite 2SOO Seattle, Washington 98101 Facsi.nule (206) 62S-l807 Gerald Breaslour, Esq, The Boeing Company HS 13-08 P.O. Box 3707 Seattle, 11A 98124-2207 Charles E. Maduell E'erkina Coia 1201 Third Avenue, 48" Floor Seattle, llA 98101-3099 Facsimile: 206/583-8SOO This Agreement shall be 11ove:mad. by and construed in accordance with the laws or the State or W&l!lllJ.n;t:on. Venue tor ai,y action arising out of this Agreement shall be in King County Superior Court. Time is or the essence or this Ag,:eement. -10. 1/11"' '' (ti Matcl.&ll.ty All of the tei::ms and conditioll,,9 contained herein are material and substantiaJ. to Boeing's agree111ent not to oppose the Redevelopment. (g) llaadiN;r• The headings tnd subheadings contained in this instrument are solely for the convenience of the Parties and ere not to be used in construing thia Aqraement. (h) Authoi,ity The persona executing this A;ra.....,nt on bahalf of the reapective Parties hereby :represent and warrant that they are euthoriled to enter into this Agraamant on tha ta.rms and conditions herein stated. Cl.I count:ai:parta This Agreement may be executed in counterparts, all of which shall be de.,..d an original as if signed by all Parties. 1:1) Binding lltf'aat This Agreement shall be binding upon the respective "" successors and auigns of the Parties hereto and shall inura ~ to the benefit of and be ento:rceable by the Parties hereto and .,..., their reepective eucceaeora and assigns, ., (ltl Cont:Ldalltiality Clu:ist and Boeing shall hold in th• strictest ccnfidenca all doCWIUSllts and information concerning the other, end the business and properties of the other. Each understands that disclosures made by Christ to Boeing under Section 3(c), and either to the other under Section 9, ahall be maintained in confidence. The foregoing nctwithatanding, neither party aball be prohibited froa disclosiog to its investors, co~ultants, broker• or dealers such information as i• customarily disclosed io co1111,•etion with s:llllJ.lar matters, nor shall this section ba construed to prohibit either party from disclosing intor11&tion that ia required by law. IN WITNESS IIHEllEOF, the Parties lulfe caused this Aq:re11111ent to be executed as of the day a?ld year first above written. ·ll· "''"' MIClUIIL CBlUBT, ONZ, U.C, a llashington Limited Liability Company By:~- Title: ,.,,.,JM,: -12- Philip-ll, Cy'Ourt Attarn•1~111-ract Preaident, Boeing Bealtp Corp-oration ........ i..gaJ. c:laaaripticn cf &cuthpcrt P,ocperty P&rcel Ber City er Renton Let Lina Adjuatmant ·Number LIIA 98-176, recorded in King County, M11.11hi11gton undar aacording No, 9902019014, located in King county, Washington • • 13. 1111"' q = = "' The pl:"operty owned by the Boeinq Company and the benetitted pl:"operty in this Jl.ql:"eem.ent is located in Renton, lU.ng County, Washinqtcn and is identified by King County tax asseaaor nUJDbers listed below and as depicted in tha attached drawing: 072305-9001 082305-9152 082305-9079 722300-0105 082305-9011 756460-0055 722400-0880 082305-90l9 722300-0115 722400-08&5 072305-9046 082305-9187 082305-9204 082305-9209 082305-9037 072305-9100 -14- $ . ,.,, ... .-.,., ._ ""' "' = c., = ·- c:; "-' = c-... . ~ ~ IXIIIBU C: t:o ~ ( t CO~ ~ 0. ... (I) " ffi .c ~ o+- c] ~o (f) '. "T'! -~ = C> = = C C 0 ~ :::0 -l""1 - II EMERGENCY VEHICLE TURN-AROUND FIGURE 1 .1 i·@ N !'!I' 0 201 40 MAIM ACCESS ROAD 1£Sooct 1u aac, ttc1l~RONT ROAD FIGURE N • 0 20· -40· 1 .2 J.@ s,sooai Ii I oaal MAIN ACCESS ROAD L ~ \'\'\ ~ "'=-\'\'\ ~~~EMERGENCY ACCESS t1, ~ ~ ~~ ' ' rtg,iESS ROAD 1.4 ,~ Al 80' \(;;/ P.S.&E. ACCESS 200 O 1 11 7 0 0 0 5 3 5 ~ss ROAD D ",,~ "" ' ' "' ' ---.............. ~ ' ·-~, '--, ',, '· ........ \ I \ \ I \ ( \ \ I \ 1/Js, \ I \ I 0 <> 0 '~ = = '" NI 0 201 40· 80' FIGURE 2. 1 PEDESTRIAN ~--PROMENADE PLAZA "" EMERGENCY C VEHICLE ------,11--<-TURN-AROUND = = = <s 'lj I::"' > N > '-" ........_, "'\.. --........"-- -'-'-~ ~) ,"'---.......""'--......,_'- -'-' { '-,"'-,'-'-' -""-"" 1-........'-,'--"'\..""\.. ........_, -......... "'-%-.......'--..:,-,'-'- --......."'-) '--' ......_, .................. ........_'- -........_-....... "'\..: '-'"'\.. ........_......... .....___ ......... -k'-"'\.. .................... ""\: ......._ .......... '-'-'-':h-'-'-:j' .. ......_, "'\.. '-'-~'f. '-'-.;f ~'-'-)'-% ............. , ' ......._, "\.! "'\..'--......._ -'-'-J-'-'-:t -........."'-'-"' ........ -'-':/:--'-'-~::r, ................. "'\.. "'\.. -'-'-'-'---J'-'- --::-......... ~........_ ....... ........_'- "'-'-}>'-~ -2'--.......""-......... -'"\... ........ -........'-~ ' ................. "'-........:. ;,...._"'-"'-'~ ..... ...... , ,""-·~ ........ ~a If;~ §i l, 0 ~ ... ~ ~ ~ ~ ~ N ~ :'S • CID Nq r'!-• 0 20· -40• 80' (8) FIGURE 2.3 ~ )PV..,1Je.f11,vnro,v f!JEIRONT ROAD PEDESTRIAN ~~~PROMENADE ~~'77'~l-' ___ EMER<£NCY ACCESS ) ) ) HSOOOl Ill Q001 :,;;: (Tl -< ~ "' = C, C, = ~ ---- = 0 "" ,~ ~ ~ .... ~ ~ ~ ~ ~ ~ \~ ~ ~ ::,,, 1tl ~ ~ EMERGENCY VEHICLE TURN-AROUND FIGURE 3.1 Iv\ N , I \CJ O 20 1 .w· 80' = ,._., "" ,., FIGURE 3.2 80' ® ----0 20· .co· i RRE ACCESS ---""' ROAD PUS.ET .901/.JYO £!.JVEFldY FIGURE 3.3 N , •/0\ 0 201 -40' 80' \C;;/ S£500Ci :,: jJG~ I I ~c1ss --+-'<- ROAD I I 1 CZ . ·, ' ' •:J <" '.A .,, -< --------- FIGURE & p 0 201 .40 ~.~. Q PEDESTRIAN p -----. 4.1 I 80' ----. - .,-------- WATERFRONT ACCESS ROAD • • FILED FOR RECORD AT 1HE lll!QUEST OF: PugetW-..,hlc. 1951) Nonli CIICk l'lrtMy, Suilo 310 Bolhdl, WA 9I0114200 ,, ... ,. SJArurogy WftMANJY DEEI> ----S ?,111~-6 0 -.. ,...._ ......, ..... • w.._ coq,oalim (lmmedy PugetSouod ,._,. UaJtt C...pooy), &n-.. n. < · 1 •ion of.., ao/100 (SI0.00) doll1111ad adior pod aid YIIUlblo caa1idcmtfon in hnt paid, CXIIIW}'I md WIIDltl io PUOETWES'IU.N, INC., A WASHINOTON COIIIORATION, ("(lnrdoe") Ille fi>llowilrt -ial-.-1n Ibo CouRty of Kini. SC.. or w...._, Pan:ol B oro,yor-Loi U.. .ui--bot WA 98-176, -in KingCowrly, w.._UDdora-dlegN-9902019014. SUBJECTTO:...._..........,_,......-aid.....-,. O...,onbcllllfof-.ito......,...Sup.bcnby..-001lodirocllyorladirl<lly, in 1DY fom or DI •Y mllDOI', OIIPON, paolelt, iabmit. pmat. oradlanrilc. impairOrtmon netd9e of -,riobl..--.-...but .. -lylirrrlOod ... -. ...... _... .. ____ .. _..,.... ___ p("lbe SubltltiOaJ «~die-. um bmdklla; <Jmdor alfecdaa die Property ltmiD IO Iona• it doel DOl c:1-,e Gnalee'8 IOjiW 111111: will IN:~ ID the uriafml llae lfte,-:mtllic.. Wilboul lunitlr,a lllo -,lily oftbo.......,, _ oo bollllf o>t'itoolf; i• _,aid....., bonby ..-... 1oporliciplll,dlroollyor-y,lnmy-'ofdle......,orooy--_,..,. ____ .,,.,.....,..,.,lor"'1'pollof'l'bo-. a-rmay,ioilooolo-.oodi..,..ifi<,.__., .... _ _.,._ llral-.. ir,j,mclioa) ...... -. mdCirmloo't ......... aid ........ .,. ...... ..itb j,rmdiotioa. -aid--...i-..... wilbdle lad.lo blad all -mil ...,..ra-,...ii-,ot11obcoofhofllla-/1-md,aigu . ._ 7./,.1--/99 , 1999 . STATE OF WASNINOTON • ) ) II ) a COUNlY OF °41 lll, " A . '. :.:'' .f ·' I I ,! . I I r1~;1 O .i ! " i li~i . ~ "!! i r l!i"':3 - !" d,,,o~ ; 0 •• · ~ !;nl ~ e .. ~~;'l . . ;~~=; ' ;'i •o; .. . ~ ~., ~'" .... ~.., .. ~ i;f~~~ r i l1h~ " •i" i • !ol, fi :i:E i O• p 5 '5 ~ r ti!it~ ~;! a .Hf'! .{ f' ; ~ .,.'t y } ;Hi I 'v,, l r .. ti, t ' i!! f, ·.~';. ·-;,.~·-m I c<> i t li • (>~.,;.,, '·-,1~ ·."1.1 . ff;: 'i i i •• , I l . ./·: t:o s i a j I ··:;_~: f ;L, ··:·,;:ll Ptt %\ l'f .... r-• ~ .,o ..• .ll! ; pr i1 r ·-.-~,i < :,: ii! I rr < !i ill ·?-r··., .. ia . a.Il. t ... ... i ••• .. I ~m r- 0~ ii; '',,.; ,,.z • f 8 ' t-.:._,t~·.,.,,,, __ ~i!!i ... ;. m I ... r, • ·r k ;_,, ___ ;; ~: .. 8 f ~ I "· m~ I % /.,,~ i • I • • • r I I ' ,<'!! i, . i "i ' \. i ' i Ln --, , . .n c::, = = c, ...... ---" WHEN RECORDED RETURN TO Thomas A Barkew,tz Alston, Courtnage & Bassetti LLP IOOO Second Avenue Smte 3900 Seattle, Washmgton 98104-1045 JIii .... Document Title: Declaration of Covenants, Conditions and Restrictions and G, of Easements for Southport Grantor: Southport, LLC Grantee: Southport, LLC Legal Description: Abbreviated Legal Description: Lots 1-4 of Renton Short Plat No LUA- 99-134-SHPL Full Legal Description: See Exh1b1t A attached Assessor's Tax Parcel Nos.: 052305-9076-03 Reference Nos. of Documents Released or Assigned: Not applicable DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT OF EASEMENTS FOR SOUTHPORT ~ THIS DECLARATION ts made this 14 1h day of November, 2000, by SOUTHPORT, LLC, a Washmgton hm1ted hab1hty company, whose address, 1s 10843 N E 8th Street, Suite 200, Bellevue, Washington 98004 RECITALS A Declarant 1s the owner of that certam real property located m the City Renton, Kmg County, Washmgton legally described m Exh1b1t A attached to this Declaration (the "Property") The Property 1s currently known as Southport A site plan for the Property ts attached as Exh1b1t B B Declarant desires to create certam easements over and across the Property to assure the proper and efficient development, operat10n and funct10mng of the Property, to create prov1s10ns for the construct10n, mamtenance and operat10n of common areas and 3129\00; 11/13/00 TBARKE\SEC.0\50UTHl'OR I -1- .... '-, n .- = = = "' other bmldmgs and improvements now or hereafter located on the Property, and to make certam other covenants and agreements relatmg to the Property as more specifically set forth m this Declaration DECLARATION NOW, THEREFORE, Declarant declares that all of the Property 1s and shall be held, conveyed, hypothecated, encumbered, leased, transferred, sold, occupied, bmlt upon or otherwise used or improved m whole or m part, subJect to the covenants, cond1t10ns, restrictions, and easements ("Covenants") heremafter set forth and all of the Covenants herem contamed are declared and agreed to be m furtheram .. c of a general plan for the subd1v1sion, improvement and lease or sale of the Property and are estabhshed for the purpose of enhancmg and perfectmg the value, des1Tab1hty and attractiveness of the Property and every part thereof I I SECTION 1 PURPOSE Purpose It 1s the purpose of this Declaration to (1) Ensure that the Property will be mamtamed as an attractive settmg for office, hotel, residential, retail and other consistent uses With ample landscaped areas, attractive h1gh-quahty structures, proper and desirable use~ and appropnate development of all of the Property, (11) Protect the Owners and Occupants of the Property agamst improper and undesirable uses of the Property, (111) Encourage the construcl!on of attractive Improvements m appropnate locat10ns, (1v) Prevent haphazard and mharrnonious development of the Property, (v) Secure and mamtam proper setbacks from streets and adequate spaces between structures, and provide high quahty development on the Property 1 2 lnterprctat10n Section I shall be used by the Declarant and the Assoc1at1on as a general standard m mterpretmg the prov1s10ns of this Declaration and JUdgmg performance hereunder, m the preparation and rev1~1ons of the Gmdelmes, m approvmg or d1sapprovmg the development of Lots, and m carrying out the overall development of the Property 31291005 11113100 TBARKE\~ECO\SOUT!-IPORl -2- ··' ..:., --· " SECTI0N2 DEFINITIONS 2 I Beneficiary means the beneficiary under terms of a Deed of Trust or a mortgagee under terms of a mortgage 2 2 Board of Directors means the governing body of the Association as descnbed m Sectwn 5 2 3 Building means and include the pnnc1pal structure or structures on any Lot, mcludmg all proJectwns or extensions thereof, and all garages, outside platforms, out bu1ldmgs, decks and other ancillary structures and faciht1es, except where ancillary structures and fac1hlles are otherwise specifically referred to herein 2 4 City means the City of Renton, Washington, a Washington mumc1pal corporation, located in the County 2 5 Common Areas means those portions of the Property now or hereafter designated as common areas by Declarant or, after its formallon, by the Associat10n, mcludmg pnvate roadways to serve all or part of the Lots and all curbs, gutters, signs, sidewalks, dnveways and landscape areas adJacent to the pnvate roadways servmg the Lots, mcludmg, without hm1tallon, the Mam Access Road, the Pedestnan Promenade (which will mclude a landscape feature) and the Monument Sign and all hghting, utthty, sprinkler and other systems, eqmpment and faciht1es located on or serving the Common Areas, as such may be altered, reconstructed, expanded or withdrawn by Declarant or the Association from time to time For the purposes ofth1s Declarat10n (mcludmg, without hm1tat1on, the easements set forth m Sect10n 6 4), the Mam Access Road and the Pedestnan Promenade will be generally located m the area shown m Figure I and Figure, 2, respectively, attached to this Declarat10n The parties acknowledge that the actual locatton and d1mens10ns of such Common Areas may not be determined until the Improvements to be constructed on the Common Areas are completed The parties to this Declaration agree that, upon complet10n of the Common Area Improvements, the Association shall obtam a survey of such Common Area Improvements showmg the exact location and d1mens10ns of each such Common Area and a Legal Description therefor The parties to this Declarat10n further agree that, upon receipt of such survey, the Association shall record in the real property records of Kmg County, Washington, an amendment to this Declarat10n showing the actual location and dimensions of each Common Area Notwithstanding the foregoing, and except for minor adjustments to reflect the as- bmlt locat10n of the Mam Access Road and Pedestrian Promenade, neither Declarant nor the Associallon may designate add1t10nal common areas on any Lot without the pnor written approval of the owner of such Lot 2 6 County means the County of Kmg, State of Washington 3129\00511113/00 -3- 1 BARK! \\I COI\OUTHl'OR f 2 7 Covenants means the covenants, cond1hons and restnct10ns 5et forth m this Declaration and as 1t may be amended or supplemented from lime to lime hereafter 2 8 Declarant means Southport, LLC, a Washmgton hm1ted hab1hty company and its successors and assigns Declarant's assigns shall be deemed to mclude any party whom Declarant designates, by means of a notice Recorded m the Official Records, as the party who, from and after the date such notice ts Recorded, will perform Declarant's funct10ns under this Declarat10n Any such des1gnat1on may be made with respect to all or any portion of the Property, provided that m the event that any Person or entity 1s so designated as Declarant for only a portion of the Property, then the nght and power to make, give or take any consent, approval or other action reqmred of the Declarant under this Declaration With respect to such portion of the Property, and any nghts of the Declarant under this Declaration with respect to such portion of the Property, shall be deemed lodged solely and exclusively m the Person or entity so designated as Declarant with respect to :"_;.·' portion of the Property 2 9 Deed of Trust means a deed of trust or mortgage on any port10n of the property or leasehold mterest therem 2 10 Gmdelmes means the Southport Level II Site Plan dated December 15, 1999, approved by the City of Renton for the development of the Property, together with any standards, restnct1ons, regulations and cntena apphcable thereto, as the same may be modified or supplemented from time to time, which Gmdelmes shall be referred to by Declarant and the Assoc1at10n m mterpretmg the mtent ofth1s Declaration and provided that the Guideline approximate bmldmg areas (excludmg parkmg uses) shall be Lot 4 Lots 2 and 3 Lot 1 Office Res1dent1al Hotel Retail/Restaurant 750,000 square feet 394 umts 220 rooms 40,000 square feet Notwithstanding the foregomg, 1f the development of a hotel on Lot 1 1s ,'·. econom1cally feasible or, 1f despite reasonable best efforts, a smtable hotel operator ,: ___ . be found, Lot I may be developed for office and/or retail use, subJect to the height, bulk -·· similar requirements and restnctions set forth m the Guidelines, or if such development . not m compliance with the Gmdelmes, such other cntena as may be approved by the C·.:c:;:. of Lot 4 A copy of the Gu1delmes shall be mamtamed m the offices of Declarant and :: .. Association 2 11 Improvements means and mclude Bmldmgs, structures, Signs, fixtures, dnveways, parking, loadmg and/or storage areas, fences, sidewalks, other walk and/or 31291005 11113100 TBARI.E\5EC0\50UTHPOR f -4- bicycle ways, paved areas, curbs, gutters, antennae, satellite dishes, tanks, towers, hoppers, storage bms, fixed machmery, transformers, walls, screens and barners, retammg walls, bndges, drainage structures, stairs, decks, Jandscapmg, water hydrants. poles, gradmg changes, loadmg areas and all other structures or Improvements of every type and kmd, name and nature and all add1t1ons, alteratJ.ons and changes thereto, except where such specific Improvements are md1v1dually referred to herem 2 12 Lot means any parcel of real estate contained withm the Property as d1V1ded or subd1v1ded on a subd1v1s1on plat or map or bmdmg site plan recorded m the Official Records Ind1v1dual Lots are referred to m this Agreement by the number of such Lots m the Short Plat (1 e, Lots I, 2, 3 and 4) At such time as any add1t10nal parcels are created by the subd1v1s10n of any ex1stmg Lots, each such newly separated parcel will be treated as a Lot for all purposes under this Declaration 2 13 Mam Access Road means that Common Area on which the mam access road to the Property 1s located, which Common Area 1s shown on the map attached to this Declaration as Figure I "Monument S1gn" means the monument-type sign for Southport to be developed and mamtamed by the Assoc1at10n as provided m Section 4 8 below 2 14 Occupant means any Person, other than an Owner, and the successors and assigns of any thereof that 1s m possess10n of or otherwise occupy mg one or more Lots at any particular time or times, whether as a lessee, sublessee, licensee or pursuant to any lease, sublease, hcense or other nght of occupancy with or through the Owner of such Lot or Lots 2 15 Official Records means the real property records of Kmg County, Washmgton 2 16 Operator means Dec!arant or a person or entity designated by the Associat10n as havmg respons1b1hty for mamta1mng the Common Areas 2 17 Owner means, at any particular time or times, any Person, and the successors and assigns of any thereof that owns fee simple title to one or more Lots, as shown by the Official Records, provided, however, that a Beneficiary shall not be deemed to be an Owner so long as its mterest m the particular Lot or Lots 1s for purposes of secunty only 2 18 Owner's Association (sometimes referred to as the "Association") means the associat10n of Owners created and descnbed m Section 5 2 I 9 Pedestnan Promenade means that Common Area on which a pedestnan walkway will be located, which Common Area 1s shown on the map attached to this Declaration as Figure 2 The landscape feature within the Pedestrian Promenade will be located m the area designated on Figure 2 for such feature 31291005 11/11/00 TBARKL\SECO\~OUTHPORl -5- .... . ' r, ::.:..; -- " 2 20 Perm1ttee means a person or entity, m add11Jon to an Owner or Occupant of a Lot, who 1s en!ltled to use the Common Areas as an employee, agent, licensee, customer or mvitee of an Owner or Occupant 2 21 Person means an mdividual, group of md1v1duals, corporation, limited hab1hty company, partnership, trust, umncorporated business assoc1at1on or such other legal entity as the context m which such term 1s used may imply 2 22 Property means all of the real property described m Exhibit A and such add1t10nal real Property as may be added from time to time 2 23 Record or Recorded means, with respect to any document, the recordahon of the document m the Official Records 2 24 Short Plat means the Seco Development, Inc Southport Short Plat approved as Renton Short Plat Number LUA-99-134-SHPL, recorded January 31, 2000 under recording number 20000131900006 in the Official Records . 2 25 Sign means any structure, device or contrivance and all parts thereof which are erected or used for advertismg, d1rect1onal or 1denhficatlon purposes or any poster, bill, bulletm, pnntmg, lettering, pamtmg, device or other advert1smg of any kmd whatsoever, which 1s placed, posted or otherwise fastened or affixed to the ground and/or structures w1thm the boundaries of the Property 2 26 Subd1v1s1on means any bmdmg site plan or subd1v1s1on plat or map Recorded with respect to the Property or any port10n thereof m the Official Records SECTION 3 REGULATION OF USES 3 I Approved Uses Lots w1thm the Property shall be used for purposes allowed by the zonmg for the Property and consistent with the Gmdehnes The foregoing shall not, however, prevent Declarant from constructing, ownmg, operatmg, leasmg or conveymg real property withm the Property for sefV!ce fac1ht1es consistent with the purposes of this Declaration 3 2 Comphance with Governmental Regulations All uses and act1v1t1es on each Lot shall comply, at the sole expense of each Owner, with all applicable governmental regulat10ns and the development approvals issued for the Property mcludmg, wllhout hm1tat1on, the Gmdelmes, the City of Renton Substantial Development Permit #LUA 99- 189, SA-A, the Washmgton State Department of Ecology Permit #2000-NW-40003 and the Southport Planned Action M1t1gat1on Document prepared by the City of Renton, dated September 17, 1999 All uses and operations shall be carried out so as not to cause a nuisance to adJacent Lots Each Owner reserves the nght to seek to amend or cause to be 31291005 11/13/00 -6- I BARKE~ELOISOUTI ll'OR [ --- -.C. amended any of the governmental regula!ions, mcludmg all governmental zonmg laws and regula!ions, and development approval cond1t10ns as they relate to the Property or any portion thereof, provided that such amendment does not further hm1t the uses allowed on Lots owned by any other Owner, nor mcrease the costs to develop, operate or mamtam the Common Areas Without hm1tmg the foregomg, the Owner of Lot 4 may seek clanficat10n of the Gmdelmes and related approvals to perrmt the development ofup to 750,000 square feet of office on Lot 4 and, subject to the prov1s1ons of Section 2 10 above, the Owner of Lot 1 may seek clanficat1on of the Gmdelmes and related approvals to permit office and retail uses on Lot 1 3 3 Compliance with Non-Oppos11Ion Agreement All uses and acllv1t1es on-=~.-'- Lot shall comply, at the sole expense of each Owner, wtth all apphcable provisions of that certam Non-Oppos11Ion Agreement dated September 27, 1999 by and between Michael Chnst, One, LLC, the Boemg Company and the City of Renton (the "Non-Oppos1t1on Agreement"), as such Non-Oppos1hon Agreement may be revised by the parties to 1t The Non-Oppos1t1on Agreement 1s attached as Exhibit C 3 4 Use Restrictions (1) No use shall be permitted on the Property which 1s mcons1stent wtth the Gmdelmes and the operation of a first-class mixed use center Without hm1tmg the generality of the foregomg, the followmg uses shall not be permitted (a) Any use which emits an obnoxious and offensive odor, noise, or sound wluch can be heard or smelled outside of any bu1ldmg on the Property, (b) Any operahon pnmanly used as a warehouse operation and any assembhng, manufactunng, d1st1llmg, refinmg, smeltmg, agncultural, or mmmg operation, (c) Any d1sposmg, mcmerallon or reducuon of garbage (exclusive of garbage compactors located near the rear of any bmldmg), other than for garbage generated by the respective Lot Dumpmg of garbage 1s, notw1thstandmg the source thereof, proh1b1ted All garbage compactors and garbage and recycling contamers must be screened wtth landscapmg or attractive architectural features so that such compactors and contamers are not visible from the Main Access Road or the Pedestnan Promenade (d) Any dumpmg, d1sposmg, mcmeratton, or reduction of garbage ( exclusive of garbage compactors located near the rear of any buildmg), (e) Any fire sale, bankruptcy sale (unless pursuant to a court order) or auction house operation, (f) Any commercial bowlmg alley, and 3129\00511/13/00 -7- fBARKf\SfCOISOUTHPORl (g) Any establishment sellmg or exh1b1tmg pornographic materials, (11) No Perm1ttee shall be charged for the nght to use the Common Area (m) Each Owner shall cause the employee~ of the Occupants of its Lot to park their vehicles only on such Lot unless other arrangements are approved by the Association or as agreed to under easements among the Owners See Sect10n 7 below (1v) This Declaration 1s not intended to, and does not, create or impose any obhgat10n on an Owner to operate, or cause to be operated, a busmess or any particular busmess on the Property or on any Lot (v) No Owner shall use, or perrmt the use of Hazardous Materials on, about, under or in its Lot, or the Property, except m the ordinary course of its usual busmess operations conducted thereon (mcludmg the marme fac1hty mtended on Lot 1 ), and any ~,_,,.L use shall at all times be m strict compliance with all Environmental Laws Each Owner·'· mdemmfy, protect, defend and hold harmless the other Owners from and against all claims, suits, act10ns, demands, costs, damages and losses of any kmd, mcludmg but not hm1ted to costs or mvestlgatlon, litJgat1on and remedial response, ansmg out of such Owner's breach of the obligation set forth m the 1mmed1ately precedmg sentence For the purpose ofth1s Sect10n, the term (1) "Hazardous Materials" means petroleum products, asbestos, polychlormated b1phenyls, rad10act1ve materials and all other dangerous, toxic or hazardous pollutants, contammants, chemicals, materials or substances hsted or identified m, or regulated by, any Environmental Law, and (11) "Environmental Laws" means all federal, state, county, mumc1pal, local and other statutes, laws, ordmances and regulations which relate to or deal with human health or the environment, all as may be amended from time to time 3 5 Notification and Cure Penod If a v10lat10n of this Declarat10n 1s claimed by Declarant, an Owner, or the Assoc1at10n, then written notice of the violation shall be delivered to the Owner in v10lat1on The Owner receiving the notice will have sixty (60) days to cure the v10lat10n or show good faith that such v10lat1on 1s in the process of being cured If the Owner m v1olat1on fails to cure the v10lat1on within such 60-day period or a further reasonable time, then the Assoc1atlon may, at its opt10n, proceed with any legal means to cure the said v10lat1on If the Assoc1at10n fails to cure m a timely manner, then any Owner shall have the right, but not the obhgatlon, to cure and be reimbursed by the Owner in v1olat1on, mcludmg all expenses, legal fees, and mterest thereon SECTION 4 DEVELOPMENT 4 l Development Standards Development of the Property shall be m accordance with the Gu1delmes and this Dcclaralion All Improvements constructed w1thm the Property will be constructed of first quahty construct1on, usmg high quality matenals, fimshes and 3129\005 11113/00 -8- I !JARKLll>LCO\',OUTHPORT ..,.., ..,., U"l = = c::, c-- details, and will be arch1tecturally designed so that they are esthetically compatible and harmomous with the other Improvements on the Property No Bu1ldmg or other Improvement on the Property will be built in such a manner as to adversely affect the structural mtegnty of any other Bu1ldmg or Improvement on the Property All Improvements shall be mamtamed and operated m a manner consistent with a first class commercial and residential development 4 2 Underground Ut1ht1es Except for easements or utJhtJes ex1stmg as of the date ofth1s Declaration, and hoses and the like which are reasonably necessary m connection with normal lawn and landscapmg mamtenance, and except as otherwise reqmred by any utJhty provider, no water pipe, sewer pipe, gas pipe, dramage pipe, telephone, power or telev1s10n cable, or similar transm1ss10n !me on the Property shall be mstalled or mamtamed above the fimshed grade of the ground All ut1ht1es serving the Common Areas will be separately metered 4 3 Utility Lmes and Rooftop Egmpment No sewer, dramage or ut11Ity Imes or wues or other devices for the comrnurucat1on or transm1ss1on of electric current, power, or signals, mcludmg telephone, telev1s1on, microwave or radio signals, shall be constructed, placed or rnamtamed any where m or upon any portion of a Lot other than w1thm bmldmgs or structures, unless the same shall be contamed m conduits or cables constn1cted, placed or mamtamed underground or concealed m or under bmldmgs or other structures All rooftop eqmpment (mcludmg, without hm1tat10n, antennas and satellite dishes for the transrn1ss10n or reception of telephone, telev1s10n, microwave or radio signals) placed on any Lot shall be appropriately screened from view, provtded, however, that the Assoc1atJon, by maJonty vote of the Board ofD1rectors, may permit variances to this screemng reqmrement, 1fsuch requirement would have an adverse effect on the warranty of any such rooftop eqmpment, or would result ma safety hazard, but only 1fthere 1s no reasonably economic alternative to the vanance of the screenmg requirement, and notw1thstandmg such vanance, the rooftop eqmpment cannot be seen from the street level or wmdows on the first occupied floor of any Improvements on the property With respect to the residential developments on Lot 2 and Lot 3, rooftop design, use and screenmg s1m1lar to the Belle Arts proJect at 111 -1081h Avenue NE m Bel!evl!e, Washmgton will be permitted 4 4 Mechanical Equipment All mechanical equipment, storage tanks, generators, aJT cond1t1onmg eqmpment and similar items shall be screened with landscapmg or attractive architectural features 4 5 Time for Completion of Construction After commencement of construction of any Improvements or phase of any Improvements, the Owner thereof shall d1hgently prosecute the work thereon to the end so that the Improvements shall not remam m an unfimshed cond1t1on any longer than reasonably necessary for complet10n thereof Durmg construction, the Owner shall mamtain the Lot ma reasonably neat and orderly cond1t1on, preventmg the accumulation of trash and prevent more than normal runoff of surface water 3129\00S 11113/00 TBAR"-EISECO\<;OU nlPORT -9- '"I .-, _,.., J -- • _ .. and s01l from the Lot onto adjacent property or streets The Owner shall also be responsible for the costs of traffic control and secunty with respect to the Improvements and for any clean-up and repa1r of Common Areas, Streets or other public areas attnbutable to the Improvements The reqmrement to complete construction of any phase of any improvement on any Lot in a d1hgent and continuous manner shall be sub1ect to acts of God and c1rcumstances beyond the control of an Owner Completwn of construction shall mclude completion of all landscapmg as reqmred by the City of Renton If a certificate of occupancy or similar letter of completion for a shell butldmg 1s not issued w1thm thirty (30) months years of the date of commencement of construct10n of any phase of the Improvements, the Declarant, the Assoc1at1on or any Owner shall have the option to proceed with such construct10n or remove such incomplete Improvements m accordance with the cure provisions herem Costs mcurred by the Declarant, the Assocrntwn or any other Owner m connection with such removal or construction shall be paid by the Owner of the affected Lot and all such costs and expenses mcurred by the Declarant, the Association or any other Owner shall bear mterest from the due date at the rate of eighteen percent (18%) per annum 4 6 Excavation No excavation shall be made on any Lot except in connection with construction oflmprovements, as reqmred by any regulatory agency, to mamtam the developab1hty of the Lot (1 e, stormwater drainage retention areas) or as may be d1rected by a master ut1hty, gradmg or drainage plan Upon completion of constructJon of Improvements on the Lot exposed openmgs shall be backfilled and disturbed ground shall !: .. : smoothly graded and hydroseeded or, at the Assocrntlon·~ election, landscaped 4 7 Further Subd1v1s1on It 1s Declarant's mtent to separate that portion of Lot 1 lymg w1thm Lake Washington from Lot I at some time m the future, makmg that port10n of Lot I a new and separate Lot governed by this Declaration Other Owners may further subdivide their Lots, with each such Lot bemg governed by this Declarat1on, provided, however, that such subd1v1s10n complies with the Gu1delmes and all other applicable governmental regulations and the reqmrements ofth1s Declaratrnn 4 8 S1gnage A s1gnage plan for the Property will be developed and approved by the parties to this Declaration Such s1gnage plan shall mclude the Monument Sign, to be located adJacent to the entrance to Southport along Lake Washmgton Boulevard, or at the first pomt along the Mam Access Road which 1s w1thm Southport The Monument Sign shall mclude the opportumty for reasonable 1dent1ficat1on of major office tenants m the office developed on Lot 4, the hotel to be developed on Lot I (which shall have promment s1gnage), the res1dent1al projects on Lots 2 and 3, and any restaurants and maJor retailers SECTIONS OWNER'S ASSOCIATION 5 I Formation of Assoc1at1on So long as Declarant owns all of the Property, all references m this Declaration to the Associatrnn shall be understood to mean Declarant, and 3129\005 11/13/00 -10- I BARI..E\~ECO\~OUTHPOR I Declarant shall have the nght to exercise all powers and duties and shall have all authonty and benefits otherwise provided m thIS Declarat10n for the Association At such time as Declarant no longer owns all of the Property or otherwise elects in wntmg to establtsh the Association, the Declarant shall cause the Assocrnt10n to be created by mcorporatmg a not- for-profit corporat10n under the laws of the State ofWashmgton to be called "Southport Owners Assoc1at10n" or a similar name selected by Declarant Upon the format10n of the Assoc1at10n, every Owner of a Lot shall automatically be and become a member thereof durmg, and only dunng, all penods of such Owner's ownership of such Lot The Assoc1at10n shall be governed m accordance with articles and bylaws to be prescnbed at the time of formation of the Assocrnt10n Pursuant to such articles and bylaws, the purposes of this Associatrnn shall be to enforce the Covenants, to own and/or mamtam certam Common Areas as designated by tlus Declaration and accepted by the Assoc1at1on from llme to time, to assume such other obhgatrnns with respect to the Property as the Assoc1ation deems appropnate, and to fulfill such other purposes as the Association may deem necessary or appropnate to enable the Association to carry out the purpose and intent of this Declaration No Occupant or other thJrd party may exercise any nght or pnvilege of a member of the Association except pursuant to a written proxy issued by the Owner of the Lot and on file with the Assoc1at1on S 2 Board of Directors The articles ofmcorporatlon and bylaws of the Assoc1at10n shall provide that the Assoc1at1on shall be governed by a Board of Directors cons1stmg of seven (7) directors At such time as the Declarant no longer owns all of the Property the dJrectors will be selected by the Owners as follows (1) two (2) directors will be selected by the Owner or Owners of Lot I (u) two (2) directors will be selected by the Owner or Owners of Lots 2 and 3, and (111) three (3) dtrectors will be selected by the Owner or Owners of Lot 4 The d1rectors selected by the Owner of each Lot shall serve at the d1scretJon of such Owner, and may be removed or replaced at any time and from tJme to lime by such Owner In the event any existing Lot is subd1v1ded, the Owner of such Lot may allocate the d1rectorsh1ps for such Lot as such Owner may determine S 3 Assessments (1) The Assoc1at1on and its obligations hereunder shall be financed by annual assessments and special assessments which shall be allocated among the respective Owners of Lots pursuant to the further prov1s1ons hereof The Assoc1at10n will be responsible for mamtammg the Common Areas m good condition and repair m accordance with Section 6 2 below The Board of Directors will, m its sole d1scret10n, select a Manager or Operator responsible for mamtammg the Common Areas Maintenance expenses for the Common Areas will be borne by Owners as set forth m Section 6 3 ofth1s Dec\arallon (u) Each year the Board ofDlfectors of the Associat10n shall prepare and approve an annual assessment budget (the "Budget") which shall mclude a reasonable estimate of annual normal expenses and a reasonable contingency reserve for future years J 1291005 l II I 3/00 TDARHl'>ECO\SOU rHPORT -11- .... Except for the specific maintenance costs to be borne by Owners as set forth m section 6 3 of this Declaration, the costs of operatmg the Associallon, as set forth in the Budget, shall be spread and levied on each Lot, as follows Until such time as development occurs or commences m the portion of Lot 1 beyond the shore of Lake Washington, the allocation of costs of the Associallon other than mamtenance of the Common Areas shall be as follows Lots I, 2 and 3 Lot4 50% 50% The costs as among Lots 1, 2 and 3 shall be shared equally Begmnmg at such time as development occurs or commences m the portion of Lot I beyond the shore of Lake Washington, the allocat10n of costs of the Assoc1at10n other than mamtenance of the Common Areas shall be adjusted by the Associat10n to reflect the use associated with such development, based upon tnp generation or similar crttena (111) From time to time dunng any year, the Board of Directors may spread and levy add1t10nal special assessments agamst the Lots for extraordmary or unforeseen expenses to be levied m the same manner as the annual Budget (1v) All assessments levied shall be payable at such time or limes as determmed by the Board of Directors The payments shall be due within thirty (30) days after the due date of notice of such levy Assessments not paid on the due date thereof shall accrue interest at the lesser of eighteen percent ( 18%) per annum or the maximum mterest rate legally allowed for such obltgatlons in the State of Washmgton (v) The amount of any assessment not paid on the due date thereof together with all interest from time to time accrued thereon shall constitute a hen upon the Lot, which hen may be enforced and foreclosed in accordance with the prov1s10ns of Section 9 5 4 Review of Association Books and Records Upon the request of any Owner, the Associat10n shall provide such Owner reasonable access to the books and accounting records of the Association Any Owner, at such Owner's ~ole cost and expense, may conduct an audit of the Assoc1at1on's books and accountmg records If such audit discloses a discrepancy m excess of five percent ( 5%) of the Association's annual operatmg budget, the Association shall revise its budget and/or its associated assessments to the Owners in keeping with the findmgs of the audit 5 5 Other Prov1s1ons The articles and by-laws of the Assoctatton shall contam such other prov1s10ns as the Owners may deem necessary or appropnate for the Assoc1al!on to carry out the purposes and mtent of this Declaration 3129\005 ll/13/00 TBARKE\SECO\~OUl HPOR f -12- ~ ., -) ·:, --· S 6 Commencement Assessments relating to the operating costs of the Assocrnlion, insurance maintained by the Association, and s1m1lar non-mamtenance expenses shall begin when the Assoc1alion 1s formed and such costs are mcurred, and shall be allocated to all Lots regardless of whether or not such Lots have been developed Assessments relatmg to the mamtenance and repair of Common Areas shall commence as to each Lot upon the issuance of the first perrmt authonzmg occupancy of any Improvements on such Lot, and Lots that are not developed do not have to pay any such mamtenance expenses Dunng construct10n act1v1t1es, any mamtenance or repaH costs to the Common A ;·re.-,· ansmg due to construct10n use shall be allocated to the Lot or Lots whose construction act1v1ttes give nse to such maintenance and repairs, as reasonably determmed by the Assoc1at10n SECTI0N6 COMMON AREAS; EASEMENTS 6 I Common Areas The Mam Access Road, the ut1httes not otherwise to be mamtamed by the provider of such uttht1es, the Pedestnan Promenade and the Monument Sign are all Common Areas of the Property 6 2 Mamtenance of Common Areas Followmg their 1mt1al mstallat10n, the Assoc1at1on shall be responsible for the mamtenance, upkeep, repair, resurfacing and improvement of the Common Areas to mamtam them ma good, samtary, attractive and first-class cond1hon and on a consistent basts throughout Southport Such mamtenance and repair shall mclude, wtthout hm1tatton, maintenance and replacement of trees, shrubs, vegetation, 1tngat1on systems and other landscapmg w1thm the Common Areas, repair and mamtenance of all centrally metered uttht1es, mechamcal and electncal equipment m the Common Areas, repatr and mamtenance of all roadways, walkways and sidewalks w1thm the Common Areas, and mamtenance and repair of the Monument Sign 6 3 Mamtenance Costs The cost of mamtenance and repau of the Common Areas of Improvements w1thm the Common Areas shall be paid as follows, unless 0,hc.,,. ,~.: agreed to m wntmg by the Owners Until such time as development occurs or commences m the portion of Lot I beyond the shore of Lake Washmgton, the costs of mamtenance and repair of the Mam Access Road and related landscapmg, walkways, ut1ht1es and hghtmg shall be allocated as follows Lots I, 2 and 3 Lot4 31291005 11/13/00 TBARKLI\ECOl~OUTHPOR I -13- 50% 50% :-•) _ , ., The costs as among Lots 1, 2 and 3 shall be shared equally Beginning at such time as development occurs or commences m the portion of Lot I beyond the shore of Lake Washington, the allocat1on of costs of maintenance and repair of the Mam Access road and related landscapmg, walkways, ut1ht1es and hghtmg shall be adJusted by the Assoc1at1on to reflect the use associated with such development, based upon tnp generatwn or similar cnteria The cost of mamtenance and reprur of the Pedestnan Promenade and related landscaping, walkways, utihues and lighting shall be shared by the Owners of Lots I, 2 and 4 as follows Lot 1 and Lot 2 Lot4 50% 50% The allocatwn as among Lots 1 and 2 shall be determmed based on :!-.. percentage (as between Lots 1 and 2) of Imear foot frontage of each of Lots 1 and 2 on :? .• Pedestnan Promenade Each Owner shall mamtam its Lot or Lots and the Improvements thereon(,,,.:.'.::.~:.-.,: Landscaping and any access roads not part of Common Areas) ma safe, first-class,:_ ---' ·· consistent with the other Lots and Improvements If any Owner fails to mamtam its Lot --_ the Improvements required to be mamtained by such Owner m such manner (the "Non Complymg Owner"), the Assoc1at1on may give such Owner wntten notice of such failure · _ mamtam the Non-Complymg Owner's Lot m accordance with this Declaration The Non Complymg Owner will have sixty (60) days to cure the failure, or provide the A~,, .. --· evidence that the Non-Complying Owner ts d1hgently proceeding to cure its failure If:? .. Non-Complymg Owner does not cure its failure w1thm the 60 day penod, or any '"'"'""~! .!. longer penod supported by the evidence presented to the Association, then the A,,.; .. -·,_,,_- or any other Owner may, at its option, proceed to take any act10ns 1t deems appropnate · _ maintain such Lot, and the Non-Complying Owner shall, on demand, reimburse :?-.. Assoc1at1on or any other Owner for all of the costs and expenses mcurred to mamtam :?-.. Lot 6 4 Pnvate Easements (1) Subject to the hm1tat10ns set forth m this Declaration, each Owner, as a grantor, grants and conveys to each other Owner as a grantee, the followmg easements 3129\005 11113100 TBARKE\SECO\\OU fHPOR / -14- ..., . , " ·, -· ... (a) A non-exclusive, perpetual easement for mgress and egress from pubhc streets and permitted pnvate roadways adJacent to the Property for vehicular and pedestrian traffic over and across the Mam Access Road (b) A non-exclusive, perpetual easement for mgress and egress from the Lots, for pedestrian traffic only, over and across the Pedestnan Promenade (provided, however, that emergency vehicles will be permitted access over the Pedestnan Promenade to respond to emergency s1tuat10ns) (c) A non-exclusive, perpetual easement for parkmg along the Mam Access Road m such parking spaces and under such rules and regulatmns as the Association may determme, and consistent with any Parkmg Management Plan adopted by the Owners and approved by the City of Renton The Association will have the nght, but not the obhgatton, to lure a third party parking management company to manage such parkmg (d) A non-exclusive, perpetual easement over, under and across the Mam Access Road for the mstallat10n, operation, use, maintenance, connection, repair, relocation and removal ofutihty Imes servmg the grantee's Lot, mcludmg, but not limited to, water, sewer, gas, electncal, telephone and commumcatmn Imes ( e) A non-exclusive, perpetual easement over, under and across the fire access roadway to be constructed over a portion of Lot 4 (the "F1re Access Road"), as shown m the attached Figure 3, for mgress and egress for emergency vehicular and pedestnan traffic and for the mstallatmn, operat10n, use, maintenance, connection, repair, relocation and removal ofut1hty !mes servmg the grantee's Lot, mcludmg, but not hm1ted to, water, sewer, gas, electncal, telephone and commumcatton Imes The Owner of Lot 4 will use its best efforts to provide five (5) parkmg stalls w1thm the F1re Access Road for the use of the Owner of Lot 1 (or the Owner of any new Lot lymg w1thm Lake Washington) (11) SuhJect to the hm1tat10ns set forth m this Declaratton, each of the Owners of Lot 2 and Lot 4, as a grantor, grants and conveys to the Owner of Lot I, as a grantee, a non-exclus1ve, perpetual easement over that portmn of Lot 2 and Lot 4, respcclively, w1tlun the F1re Access Road and/or Pedestnan Promenade as necessary for mgress and egress to and from a portion of Lot I which includes the land lymg w1thm Lake W ashmgton, subject to such reasonable rules and regulations as the Owner of Lots 2 and 4 may estabhsh for the use of the manne facility located on Lot I At such lime as that portion of Lot I lymg withm Lake Washington may be separated mto a new Lot, this easement will run m favor of the Owner of the new Lot (m) SubJect to the hm1tat10ns set forth m this Declarallon, each of the Owners of Lot I and Lot 2, as a grantor, grants and conveys to each other, as a grantee, a non-exclusive, perpetual easement over the roadway to be constructed between Lots I and Lots 2 as shown m the attached Figure 4 (the "Waterfront Access Road") for mgress and 31291005 11 /JJ/00 TBARKFl~FCO\~OU l I ll'ORT -15- ·., .... egress and for the mstallahon, operat10n, use, mamtenance, connection, repair, relocation and removal of utility Imes servmg the grantee's Lot, mcludmg, but not hm1ted to, water, sewer, gas, electncal, telephone and commumcatlon Imes (1v) Sub1ect to the reasonable rules and regulations adopted for the use of each Lot by the Owner thereof, the use of all easements created by this Declaration will, m each mstance, be non-exclusive and for the use and benefit of the Owners and their respective successors and assigns, and such agents, customers, mv1tees, licensees, employees, contractors, Benefic1anes, tenants and tenant's customers, mv1tees, employees, licensees, contractors and agents as may be designated by each Owner from time to time ( ofwh1ch persons will be Perm1ttees) Each Owner specifically reserves the nght, at any time and from time to time, to promulgate such reasonable rules and regulations applicable to the Owner's Lot as may be imposed to promote the health, safety, welfare and security of such Lot, the improvements located thereon and the Occupants and Perm1ttees of such Owner Each Owner may, at any time and from time to time, remove, exclude and restrain any person from the use, occupancy or en1oyment of any easement created by this Declaration or the area covered thereby for failure to observe the reasonable rules and regulations estabhshed as provided herem Jfunauthonzed use 1s bemg made of any easement area by any of the Owners or their respective Perm1ttees, such unauthorized use may be restramed or termmated by appropnate proceedings after wntten notice to the defaultmg Owner and failure to abate such unauthonzed use w1thm a reasonable time (v) No walls, fences or barners of any kmd may be constructed or mamtamed m the Common Areas or any portions thereof by any Owner which will prevent or 1mpa1r the use or exercise of any of the easements granted pursuant to this Sect10n 6 4 or the free access and movement of pedestnans and vehicular traffic, as applicable, among the Lots and ad1acent pubhc streets and permitted pnvate roadways, provided, however, the Assoc1at1on may mstitute such reasonable traffic controls as may be necessary to gmde and control the orderly flow of traffic so long as access dnveways to the parkmg areas m each Owner's Lot are not closed and blocked Notw1thstandmg the foregomg, the Owner of Lot may mstall fencing, barners and gates consistent with the quahty of the Improvements on the Property to segregate that port10n (which may be pubhc or pnvate m its Owner's d1scret10n) of Lot l lymg w1thm Lake Washmgton from the remamder of the Property No Owner may grant any easement for the purpose set forth m this Section 6 4 for the benefit any real property not wtthm the Property except as set forth herem, provided, however, that the foregomg will not proh1b1t the grantmg or ded1catmg of easements by an Owner on its Lot to governmental or quasi-governmental authont1es or to pubhc utiht1es 6 S Public Easement Subject to the hm1tattons set forth m this Declaration, r~.' Owner, as a grantor, shall grant and convey to the City of Renton, as a grantee, a non- exclusive perpetual easement for pedestrian traffic only over a port10n of Lots l, 2 and 4 located w1thm the Pedestnan Promenade to be more specifically descnbed in an easement agreement to be executed by the parties to thts Declaration (provided, however, that 3129\005 II /13/00 -16- I BARK[ \~rCOISOUTHPORT ,, .-, n -, = c.> .--- = = = C-"' emergency vehicles will be permitted access over the easement area described m Exhibit C to respond to emergency situat10ns) SECTION 7 PARKING 7 1 Operation and Mamtenance of Parkmg Each Owner will construct and pay the costs of construct10n, operat10n and maintenance of all parkmg fac1ht1es on such Owners Lot Each Owner shall manage its own parkmg fac1httes or enter mto a separate agreement with a thud party manager to manage such Owner's parkmg fac1ht1es 7 2 Lot 4 Parking Easements The Owner of Lot 4 grants and conveys to the Owner of Lot I, a non-exclusive, perpetual easement for mgress and egress to and from, and for parkmg ofup to 120 vehicles m, the parkmg fac1hties constructed or to be constructed by the Owner of Lot 4 on Lot 4, provided, however, that such easement and parkmg nghts may be used only between the hours of 6 00 p m and 8 00 a m weekdays, Saturdays, Sundays and holidays, and shall be subject to such reasonable rules and regulations as the Owner of Lot 4 may adopt Such parkmg nghts shall be at not to exceed market rates as may be imposed by the Owner of Lot 4 m connection with operatmg the parkmg fac1hhes on Lot 4 generally 7 3 Lots 2 and 3 Easements The Owner of Lots 2 and 3, grants and conveys to the Owner of Lot 4, a non-exclusive, perpetual easement for mgress and egress to and from, and for parkmg m, the parkmg fac1httes constructed or to be constructed by the Owner of Lots 2 and 3 on Lots 2 and 3, provided, however, that such easements (1) will be restncted to those parkmg spaces not designated as reserved for the Penmtees of the Owner of Lots 2 and 3 (provided that at least 200 spaces will not be restncted), and (11) may be used only between the hours of 8 00 a m and 6 00 p m weekdays, excludmg holidays Such parkmg nghts shall be subJect to such reasonable rules and regulations as the Owners of Lots 2 and 3 may adopt Such parkmg nghts shall be at not to exceed market rates as may be imposed by the Owners of Lot 2 and 3 m connection with operating the parkmg fac1htJes on Lots 2 and 3 generally SECTIONS INDEMNITY; INSURANCE 8 1 lndemmty Each Owner (the "Indemmfymg Party") shall mdemmfy, defend and hold harmless each other Owner and their Occupants (each an "Indemmfied Party") from and agamst all claims and all costs, expenses and hab1hhes (mcludmg reasonable attorneys' fees and costs) mcurred m connection with all chums, mcludmg any act10ns or proceedmgs brought thereon, ar1smg from or as a result of the death of or any aclion, mJury, loss or damage to any person or to the property of any person (1) as a result of the use by the lndemmfymg Party of any of the easements granted by this Declaralion or (11) which occurs, 3129\005 11113100 rBARKEll.FCO\SOUTHPOR I -17- t..n "'' <.n = = = ,....._ . .J :.J ., ... not as a result of the use of any of the easements granted herem, but withm the Lot owned by the Indemmfymg Party, except for claims caused by the negligence or willful n11seoru:loJ<:c! ofan Indemnified Party, its licensees, agents, employees and contractors Whenever a prov1s1on for mdemmty 1s set forth m this Agreement, m the event of the concurrent negligence of any party bound by this Agreement, which concurrent negligence results m mJury or damage to person or property and relates to the construction, alteration, repair, addition to, subtraction from, improvement to or mamtenance of the Property, the obhgat1on to mdemmfy (mcludmg payment of the costs, expenses and attorneys' fees mcurred by the party bemg mdemmfied m connectton with the claim, action or proceedmg brought with respect to such mJury or damage) shall be hm1ted to the extent of the negligence of the party required to mdemmfy The obligations of the Indemmfymg Party under any mdemmty provided form this Declaration shall not be limited by, and all persons now or hereafter bound by thts Declaratton hereby waive, any worker's compensatton prov1s10n (mcludmg but not limited to RCWTttle 51) to the contrary or so llm1tmg EACH PARTY NOW OR HEREAFTER BOUND BY THIS DECLARATION ACKNOWLEDGES AND AGREES THE INDEMNIFICATION AND WAIVER PROVISIONS SET FORTH HEREIN WERE SPECIFICALLY NEGOTIATED AND AGREED TO BY THE PARTIES 8 2 Property Insurance Each Owner shall carry or cause to be carried fire and extended coverage insurance man amount equal to at least mnety percent (90%) of the replacement cost (exclusive of the cost of excavation, foundations and footmgs) of the Improvements (excludmg Improvements m the Common Areas) located on its Lot, msurmg against loss by fire and such other nsks generally covered by extended coverage insurance Such msurance shall be earned with financially responsible compames licensed to do busmess m the State of Washington Each Owner shall use reasonable efforts to cause any Beneficiary of its Lot to agree to allow msurance proceeds to be used to pay for the cost of repairmg and restonng Common Areas located on the Lot as provided for m this Declaratmn Dunng construclion of improvements on its Lot, the msurance required pursuant to this Declarat10n shall be m "builder's all-nsk" form The Assoc1at1on shall purchase and mamtam, for the benefit of all Owners, extended coverage msurance m the amount equal to at least 90% of the replacement costs of any Improvements located withm the Common Areas, msunng agamst loss by fire and such other nsks generally covered by extended coverage msurance The cost of any such msurance obtamed by the Association shall be treated as a Common Area expense under the Budget and any msurance pohcy so obtamed by the Association shall name all Owners (and their Benefic1anes) as add11tonal msureds 8 3 L1ab1hty Insurance Each Owner shall at all times durmg the term of this Declaratmn, mamtam or cause to be mamtamed m full force and effect, commercial general hab1hty msurance covenng its Lot or Lots Such msurance shall (1) mclude coverage for any actmn resultmg m personal mJury to or death of any person and consequential damages ansmg therefrom, (11) beman amount of not less $2,000,000 per occurrence, (m) be issued by a financially responsible msurance company or companies licensed to do busmess m the 3129\005 11/13/00 TBARKE\SECOl~OUTHPOR I -18- State ofWashmgton, and (1v) at the request of any other Owner expressly name such other Owners as an add1t1onal msured Unless otherwise agreed m wntmg by the Owners, the Association shall purchase and maintain for the benefit of all Owners, commercial general hab1hty insurance covenng the Common Areas The cost of any such insurance obtained by the Association shall be treated as a Common Area expense under the Budget, and any msurance policy so obtamed by the Assoc1at1on shall name all Owners (and their Benefic1ar1es) as add1t1onal msureds Each Owner shall furnish to any other Owner requestmg the same evidence that the msurance requITed of 1t pursuant to this Declaration 1s m place 8 4 Waiver of Subrogat10n No Owner shall be liable to any other Owner or to any msurance company (by way of subrogation or otherwise) msurmg another Owner for any loss or damage to any bmldmg, structure or tangible personal property of the other occurring m or about the Property, even though such loss or damage might have been occas10ned by the negligence of such party, its agents or employees, 1f such loss or damage ts covered by insurance benefitmg the party suffering such loss or damage or was required '.: be covered by msurance under terms of this Declarat10n Each Owner shall use its best efforts to cause each insurance pohcy obtamed by 1t to contam the waiver of subrogat10n clause Notwithstandmg the foregomg, no such release shall be effeclive unless a party's msurance pohcy or pohc1es expressly permit such a release or contam a waiver of the ,..,. earner's right to be subrogated . ) ..., SECTION9 ENFORCEMENT 9 1 Abatement and Suit The Declarant and the Assoc1at1on are each granted the right to enter upon any of the Property at any reasonable time or times to mspect the same for purposes of determming compliance with the Covenants and the Gmdelmes ln the '-Y' c::i of any v10lation or breach of any of the aforesaid, and m the further event that all such => :::_:; v10lat!ons and breaches are not cured w1thm thirty (30) days after written demand made -upon the Owner or occupant by the Declarant or Associatwn, as the case may be, the Declarant and the Assoctat10n JOmtly and separately have the nght to enter upon the portion of the Property upon which, or as to which, such v10lat1on or breach exists, and summarily to abate and remove, or to correct, repair or mamtam, at the expense of the Owner and Occupant thereof, any Improvement, thmg or condition that may be or exist thereon 1.u11i1<11y to the mtent and meanmg of the prov1s1ons hereof as interpreted by the Declarant or the Association, and the Declarant and the Association shall not, by reason thereof, be deemed gmlty many manner of trespass for such entry, abatement, removal, correction, repair, or mamtenance or mcur any hab1hty on account thereof The Declarant, the Association and every Owner (or Occupant, but only with the respective Owner's consent) of any of the Property are further separately empowered to seek by legal proceedmgs, either m law or m eqmty, or to submit any such v10lat10n or dispute to arbitration in accordance with the rules of the Amencan Arbitration Associatmn (reservmg however, the nght to mJunchve rehefm 3129\005 11 /JJ/00 -19- I IIARKE\~ECO\~OUTHPOR f ·-' ' aid of the relief sought) to determme the appropnate remedies to abate or otherwise prevent a contmuing breach of any prov1s1on of this Declaration The amounts of all expenses incurred by Declarant and the Assocmt10n pursuant to the prov1s1ons ofth1s Sect10n 9 I which are not paid by Owner immediately on demand shall constitute a hen against the subJect Lot, shall bear mterest until paid at the rate set forth m Section 5 3, shall attach and take effect upon recordat10n of a claim of hen m the Official Records and may be enforced in the manner allowed by law for the foreclosure of hens The enforcement nghts of the Declarant and the Association set forth above ,!.,,.: also be for the benefit of each Owner, and in the event neither the Declarant nor :!,.: Association take action to enforce the prov1s1ons of the Declarat10n, any such Owner ~h"II have the nght to enforce this Declaration, and to be entitled to reimbursement of costs (-· .. •'- mterest) and hen nghts as set forth above 9 2 Attorneys' Fees and Liens Ifm connect10n with any enforcement ofth1s Declaration with respect to any Lot, 1t shall be necessary to secure the services of attorneys, then the reasonable fees of such attorneys, and all other costs of any contemplated or actual legal, eqmtable or arb1trat1on proceedmg m connection with any such enforcement shall be payable by the Owner of such Lot If such fees and other costs or any part thereof are not paid within ten (10) days after wntten demand therefor, the amount unpaid shall bear interest from the date thereof until paid at the rate of mterest set forth m Section 5 3 If any such fees or costs are not paid on the due date thereof, the amount thereof together with mterest thereon as aforesaid shall be and become a hen agamst such Lot and may be executed upon or foreclosed by appropriate legal proceedmgs (subJect to the hm1tat10ns contamed m Section 11) In any legal, equitable or arbitration proceedmgs for the mterpretat10n or enforcement of or to restrain the v1olat10n of this Declaration or any prov1s1on hereof, the losmg party or parties shall pay the reasonable attorneys fees of the preva1lmg party or parties m such amount as may be fixed by the court m such proceedmgs . __ ... ..., 9 3 Deemed to Constitute a Nuisance Any breach of this Declaration by an Owner or Occupant 1s declared to be and shall constitute a nuisance, and every remedy allowed by law or equity agamst an Owner or Occupant shall be applicable agamst every such nuisance and may be exercised by the Declarant, the Associat10n, the County, any Owner (or Occupant who has been given such nght by the Owner of such Lot) ofa Lot, or any of them 9 4 Remedies Cumulative All remedies provided herem or available at law or m eqmty shall be cumulative and not exclusive 9 5 Failure to Enforce Not a Waiver of Rights The failure of the Declarant, or any other Person entitled to enforce this Declaration, to enforce any Covenant herem contamed shall m no event be deemed to be a waiver of the nght to do so nor of the nght to enforce any other Covenant Declarant shall not be hable to any owner, occupant or any 31291005 11/13/00 -20- I BARK~\~E(O\SOUTIIPOR T other person or entity for any damages, losses, habtl1t1es or expenses suffered by reason of a mistake m Judgment, negligence or nonfeasance ansmg m connection with any approval, disapproval or other actions taken m connection with this Declaration or the non- enforcement of any prov1s10n of this Declaration 9 6 Damages Inadequate Damages for any breach of the Covenants are declared not to be adequate compensation and such breach and/or the contmuance thereof may be enJOmed or abated by appropnate proceedmgs by any Person entitled to enforce thts Declaration as provided m this Section 9 9 7 Compliance of Tenants Each Owner who rents or leases its Lot or a portion of its Lot shall msure that any such lease or rental agreement 1s subject to the terms of this Declarat10n Any such agreement will further provide that failure of any tenant to comply with the prov1s1ons of this Declaration will be a default under such tenant's lease or rental agreement SECTION 10 ACCEPTANCE OF PROTECTIVE COVENANTS; PRIVITY; STANDING 10 I Acceptance Each Owner and Occupant, by the acceptance of a deed of conveyance, lease, sublease, license or other nght to enter on or occupy any of the Property, and every other Person at any time havmg or acqumng any nght, title, mterest, hen, or-:--:~: . .., . ; m, on or to any of the Property, accepts the same subject to all of the prov1s1ons of this ~Declaration and the Junsd1ct10ns, nghts, and powers of the Declarant, the Association and <owners created, granted or reserved herem, and all easements, rights, benefits and privilcogo:cc =~of every character hereby granted or created and thereby covenants and agrees for themselves, their successors, heirs, personal representatives and assigned to be bound by the ~ ~Covenants .- = 10 2 Nature ofObhgat1ons All obligations hereby imposed and the easements ~ereby granted are covenants runnmg with the land and shall bmd every Owner and "l>ccupant of every part and parcel of the Property and any mterest therem, and every such other Person and mure to the benefit of every Owner and occupant and such other Persons and as though the prov1s1ons ofth1s Declaration were recited and stipulated at length m each and every deed of conveyance, lease, sublease, license or other agreement grantmg any nght of entry or occupancy, or m any other mstrument or document by which any such nght, title, mterest, hen, or estate 1s created or acqmred. All Covenants, and agreements contamed herem are made for the direct, mutual and reciprocal benefit of each and every part and parcel of the Property and shall create mutual, equitable servitudes upon each portion of the Property m favor of every other portion of the Property 10 3 Pnv1ty, Standmg No Occupant or other Person other than an Owner or its representative (and then only m the manner set forth m Section 9 I above) or the 3129\005 11/13/00 -21- l BARKEISECOISOUTl-ll'ORT ,-, . ) C' Association shall have the nght to enforce the provisions of this Declaration or seek damages for any v10lauon or non-enforcement thereof against any Person other than the Owner of the Lot used or occupied by such Occupant or other Person Occupants and other Persons (other than Owners) are designated beneficmne~ of as well as subject to the covenants set forth m this Declarat10n, which covenants may be amended by Declarant or the Owners, as the case may be, m accordance with this Declarat1on, but m any event without the consent of or notice to such Occupants or other Persons SECTION 11 DEEDS OF TRUST 11 I Pnonty Over Liens The hen on any Lot resultmg from, created by or provided for m this Declaration shall be subject and subordinate to the hen of any Deed of Trust made for value and m good faith and creatmg a hen on such Lot on the date of commencement ofproceedmg to execute or foreclose the hen on such Lot executed by this Declarat10n 11 2 Effect Of Breach Anything contained m this Declarat10n to the contrary notwithstandmg, no breach of any of the Covenants or re-entry by reason of such breach, shall defeat or render mvahd or impair the hen of any Deed of Trust made and delivered for value and m good faith, whether now ex1stmg or hereafter executed, encumbermg any of:: .. Property 11 3 Beneficiary Notice The Beneficiary under any Deed of Trust affectmg a L: shall be entitled to receive notice of any default under this Declarat10n by the Owner whose Lot is encumbered by such Deed of Trust, provided that such Beneficiary dehvers a copy ot a notice m the form hereinafter contruned to each Owner The form of such notice shall be substantially as follows The undersigned, whose address 1s _____________ , does hereby certify that JI 1s a Beneficiary, as defined in that certam Covenants, Conditions and Restnct1ons for Southport ("CC&Rs") of Lot _ of Southport, a legal descnptlon of which 1s attached hereto as Exh1 bit A and made a part hereof If any notice of default is given to the Owner of such Lot, a copy shall be delivered to the undersigned who shall have all nghts of such Owner to cure such default Failure to deliver a copy of such notice to the undersigned shall m no way affect the vahdlty of the notice of default as it respects such Owner, but shall make the same mvahd as it respects the mterest of the undersigned and its Deed of Trust as defined m the CC&Rs upon such Lot Any nol!ce given to a Beneficiary shall be given m the same manner as provided m Sect10n 14 2 below 31291005 11113/00 TBARK[IS[COISOUTHl'ORT -22- ... 11 4 Beneficiary's Title A Beneficiary acqumng title to a Lot through foreclosure, suit or by transfer m heu of foreclosure or equivalent method shall acquire title to the encumbered Lot free and clear of any hen authonzed by or arismg out of the prov1s10ns of this Declarat1on, msofar as such hen secures the payment of any assessment or charge due but unpaid pnor to the final conclus10n of any such proceedmg, mcludmg the expiration date of any penod of redemption After the foreclosure of a security mterest m a Lot, any unpaid assessment shall contmue to exist and remam a personal obhgat1on of the Owner agamst whose Lot the same was levied Any hens provided for m this Declarat10n shall be subordmate to the hen of any Deed of Trust upon a Lot (provided the Beneficiary 1s a third party and the Deed of Trust 1s given to secure a good faith obligation of the Owner whose Lot 1s encumbered) The sale or transfer of any Lot or any mterest therem shall not affect the hens provided for m this Agreement except as otherwise specifically provided for herein, and m the case of a transfer of a Lot for the purpose of realizing upon a security interest, hens may arise agamst such Lot for any as~essment payments commg due after the date of the foreclosure SECTION 12 AMENDMENT OR MODIFICATION 12 1 Power to Amend This Declarat10n may be amended by Declarant, actmg alone so long as 111s still Owner of all of the Property, by an mstrument m writing properly executed and acknowledged and recorded m the Official Records After Declarant ceases to own all of the Property, this Declaration may be amended, termmated or extended as to the whole of the Property or any part thereof upon the written consent of Owners who collectively own at least seventy five percent (75%) of the square footage of land contamed w1thm all of the Lots, provided, however, that dunng the in1!1al twenty (20) year term hereot any such amendment or termmat10n must be agreed upon by all of the Owners Any amendment of this Declaration shall not deprive any Owner or Occupant of its nght to use its Lot for the purpose consistent with the Declarat10n as such Declaral!on stood pnor to that amendment Any such termmat10n, extension or amendment shall be effective upon recording of any mstrument m wntmg, properly executed and acknowledged, with the Official Records 12 2 L1m1tahons N otwithstandmg the foregomg prov1s10ns of Secl!on 12 I (1) No termmat1on, extens10n, mod1ficat10n or amendment to or ofth1s Declaration shall affect any approvals or consents theretofore given to any Owner or Occupant pursuant to the prov1s1ons of this Declarat10n, and (n) No termmal!on, extension, mod1ficat1on or amendment to or of any prov1s10n of this Declaration shall prejudice any then existing hen of any Deed of Trust made and delivered for value, m good faith or the nghts of any Beneficiary thereunder 3129\005 11/ 13100 -23- l llARKE\~ECO\~OUTHPOR I Ln .,.., u-, = = = __ , " SECTION 13 TERMINATION The easements set forth m Sections 6 3 and 6 4 shall be perpetual The remainder or the terms of this Declarat10n shall be and remam m full force and effect until forty ( 40) years from the date hereof, after which date this Declaration shall be automatJcally extended for successive periods of ten ( I 0) years unless a wntten document termmatmg this Declarahon (except for the easement prov1s1ons referred to above) 1s Recorded m the Official Records Any such termmatwn document must have been duly executed and acknowledged by the Owners m accordance with the terms of Section 12 No termination of the Declarat10n shall termmate any ullhty easement granted or reserved pnor to such termmatlon SECTION 14 MISCELLANEOUS PROVISIONS 14 I Severab1hty lnvahdatlon of any one of the cond1t10ns, covenants, restnctions, easements or prov1s1ons of this Declaration with rei,pect to any apphcat1on, by Judgment or a court order will m no way affect any other appltcation thereof, nor any other cond1t10ns, covenant, restriction, easement or prov1s1on hereof. all ofwh1ch shall remam m full force and effect 14 2 Notices Any written notice or other document as required by this Declarahon may be delivered personally, by recogmzed overmght courier or by mail If by mail, such notice will be deemed to have been delivered and received three (3) business days after a copy thereof has been deposited m the Umted States first class mail, postage prepaid, properly addressed to the applicable Owner at the registered address of such Owner as filed m wntmg with the Associat10n Ifby overnight courier, such notice will be deemed to have been delivered on the day after such notice has been deposited with the overnight couner company Notices to the Assoc1at1on will be addressed either to an address to be posted by the Associat10n, or to the registered office of the Assoc1at10n 14 3 Jomt and Several L1ab1hty If a Lot 1s owned by more than one Person, the hab1hty of each of the Owners of such Lot m connection with the hab1hties and obhgat1ons of Owners set forth m or imposed by this Declaration will be JOmt and several 14 4 No Pubhc Ded1cahon Nothing contamed m this Declaration will be deemed to constJ.tute a gift, grant or ded1cahon of any portion of the Property to the general pubhc or for any pubhc purpose whatsoever, 1t bemg the mtent10n of the Owners that this Declarat10n will be stnctly hm1ted to the pnvate use of the Owners and their respective Occupants and Permittees This Declaration 1s mtended to benefit the Owners and their respective successors, assigns and Benefic1ar1es and 1s not intended to constitute any Person which 1s not an Owner a third party beneficiary hereunder or to give any such Person any nghts under this Declaration 31291005 11113100 rBAR!.FI\ECOl~OlJ rflPORl -24- i.n Cry u-, = = = - . .:..! _, .... 14 5 Effective Date This Declaration will take effect upon recording 14 6 Rules and Regulat10ns The Assoc1at10n will have the nght to adopt rules and regulations with respect to the Assoc1at1on's nghts, act1v1t1es and duties, provided such rules and regulations are not mcons1stent with the prov1s10ns of this Declaration 14 7 Captions and Titles All captions, title or headings of the sections in this Declaration are for the purpose of reference and convemence only and are not to be .~.: ,: ,,-,,: to hm1t, modify or otherwise affect any of the prov1s1ons of this Declaration or to be used determining the intent or context thereof 14 8 Applicable Law This Declaration will be construed mall respects m accordance with the laws of the State of Washington 14 9 Time Time is of the essence ofth1s Declaration 14 IO Waiver, Course of Dealing No waiver or course of dealing in .:0;-,t,·a·,.--· of any of the prov1s1ons ofth1s Declaration shall constitute a waiver or basis for estoppel agamst the enforceab1hty of any other prov1s1on, whether or not similar, nor shall any waiver be a contmumg waiver 14 1 I Exh1b1ts and Figures The followmg exh1b1ts and figures are attached to;: ... Declaration and by this reference are mcorporated herem Exh1b1t A Exhibit B Exhibit C Figure 1 Figure 2 Figure 3 Figure 4 Legal Descnptlon Site Plan Nonoppos1t1on Agreement Mam Access Road Pedestnan Promenade Fire Access Road Waterfront Access Road IN WITNESS WHEREOF, Declarant has executed this Declaratwn on the day and year first above wntten DECLARANT 3129\005 11/13/00 TBARKE~ECO~OUIHPORI -25- 0 ~ ., ,, STA TE OF WASHINGTON COUNTYOF /.(.JN6 ) ) ss. ) On this I 1-f-'r day of N oVeh1be /';2000, before me, 1he undersigned, a Not:try Pubhc m and or the State of Wash,mgton, duly comm1s,1oned and sworn pcrsoqally appeared 1U e 1'r1s, knowntometobctheM<'mb/'C of SOUTHPORT LLC, the limited habihty company that executed the foregomg mstrument, and acknowledged the said mstrument to be the free and voluntary act and deed of sa,d hm1tcd liability company, for the purposes thercm mentioned, and on oath stated that he/she was authonzed lo execute said instrument. I certify that I know or have sa!Isfilctory evidence that the person appearmg before me and makmg this acknowledgment is the person whose true signature appears on this document wntten ... ~ WITNES~~;::~~ffic,al seal hereto affixed the day and year m the certificate dbove .... ~.::~~fl'~·· ~:~ 1/1 ·X I L"' IJ' , ... ,./ .. "V ·"* --~ /;-~l)(t. ~ •~ oTAlt.,_ $ ~----: •'o + : Signature ; = :0 -•-: t.../f-tt L-LO/ /1n5, ;~\ Puet.\C. ~i PrmtName ------------·-- ~,1'.~·~1-~0-:,r,/ NOTARY PUBLIC m and for thp State of ,,,,,OF·w~~..... Washington, n:sidmgat WN);un Vl I J e_ ••111101' My comm1mon expires _[J__-!.j_ /; 2... 3129100' IOQ0/00 TllARK[\SI.COl.',OlTflll'ORf -26- EXHIBIT A Descnpt1on of the Property PARCEL A LOTS 1, 2, 3 AND 4 OF CITY OF RENTON SHORT PLAT NO LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO 20000131900006, IN KING COUNTY, WASHINGTON PARCELS ...., NONEXCLUSIVE EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSING~ :g AS ESTABLISHED IN RECORDING NOS 6201855, 6317510, 9902019014 AND ~ 20000131900006 ,:--. = = = "' "Tl -G) ., C -~ :;;o ' l"T1 ' -0 • 0 _, ~ (/) -f l"T1 ""O > z IC l!!: z ''V)"'/// EXHIBITB SITE PLAN FIRE ACCESS ROAD ~- '- '- /~ /. ' ("' ,----, I'\ 0 = ,ff... /. (' El i > z ;g 0 IC i Cl ... -· _.:, " EXHIBITC NONOPJilOSifION AGl!EEMINT .~ NO»'OPPOSITION AGREEMENT iaa.de and entered into as of the a.z:!!:. day of ~(', 1999 by and between Michael ~1st, One, LLC aasqton limited liability company ( "CHRIST" I, the Boeing company, a Delaware corporation ("BOBIN'G"l and the City of Renton, a Washinqton municipal corporation (•City•). !CHRIST, BOEING and the City are collectively referred to as the "PAllTIES"l: uc:.tnz.s A. CHBIST has entered into a purchase and sale agreement with Puget We1tern to purchase that property cOJ111110nly known as the Shufflaton Steam..l?lant site (the "Property•) in Renton, Washington legally described in Exhibit A, The Property lies adjacent to Boeing's Renton manufacturing and final aaselllbly tac:ility (the •aoaing facility•) legally described 1n Exhibit B. The Property and the ilmllediately adjacent portion of the Boeing facility are illuatrated in Exhibit C. Exhibits A, B1 and c: are attached hereto and inco:r:porated herel)y by this reference. a. cmtIST has proposed to the City the phased redevelopment of the Property from its existing industrial land use to a lllixed-use development consisting of office, residential and. commercial uses (the •aedevelopaent•) as shown in Exh.1l:lit D, attached hereto and. by this reference incorporated herein, The goverruaent perndts and approvals which either have been or are likely to be sought by Christ which may be necessary tor the RedeveloPJ11ent include but are not 11.Du.ted to a Pl&rule4 Action Designation, Colllprehensive Plan Alllendment and Rezone, a Zoning ·code Text J\mend:ment, a Master Site Plan Approval and phased individual site plan approvals, a Shoreline Substantial Development Pet'IILit, clearing, grading, demolition, construction buildinq and :mechanical permits, 111:Lort plat or boundary line adjuatllleut approvals, roadway access approvals, parking and loading regulations modifications, variances, and hydraulic project approval (the "Perm.its and Approvals•), C, The City has begun drafting a supplemental Environmental Impact Statement (SEIS) to address the environmental impacts ot a planned actfcn proposal and the proposed aedavelo-pment (the Southport tlfevelopment Planned Action DEIS, June 1999)·, The Draft SEIS has been issued and ~122] .-, -, • . ' ' the cOllllllent period expired 7/29/99. The Final EIS was issued September 9, 1999. D. Christ has presented Boeing anci the City with proposed site plans for the aedevelopment planned action on file with the City. Boeing has expressed concern.a to Ch.rist and to the City by comment letters dated July 14, 1999 and July 28, 1999 ("Comment Letters") on file with the City. E. Christ is willing to 1110dify its plans and coll!lllit to a development plan which prohibits residential development from being located closer thAn 380 feet to the Boeing Plant and imposes other use restrictions and notice requirements in consideration of Boeing's withdrawal of its comment letters and its agreement not to oppose the aedevelopinent and any of Christ's Permits and Approvals for the project as described herein and as depicted in Exhibits D and G. F. Boeing is willing not to oppose the aedevelopment and Christ's Permits and Approvals in consideration of the aedevelopment being developed, coruitructed and operated as provided by this Agreement, and provided that the terms and conditions of this Agreelllent are imposed, implemented and enforced. NOW, THEREFOElE, IN CONSIDEaATION of the mutual promises, covenants and agreements contained herein, Christ, Boeing, and the City, each with the intent that each be legally bound, agree: l • AIOJZC'r D&BCllIP'rXON So long as any portion of the Boeing Facility within l,000 feet of the Property is owned, in whole or in party, by Boeing or a related entity, and is used, in whole or in part, as an aircraft manufacturing and final assembly plant or for any other heavy industrial use ("Condition"): (a) The Property shall not be developed with more than ~ total residentia.l units, except tha.t a hotel or other COllllllercial use shall be allowed in the non-residential area as shown in Exhibit D, and as provided by existing and proposed City codes, a copy of which is attaelled as Exhibit E and by this reterence incorporated herein. ~ · " (bl Building heights shall not exceed 12S taet above existing grade, excluding rooftop mechanical equipment. ~1%1] ·2- ,., .-, ., . ' .. :"'.I -, :.1 ·• • ' ' ' . (cl Landscaping shall be as required herein and by the current City Code. Relevant portions of the Code are attached as Exhibit rand by this reference incorporated herein. "I: (dl Building locations shall be generally as shown in Exhibit D. (e) Building uaes and, occupancies shall be 11.s shown in Exhibit D. (fl No change, expansion or intensification of use or of any ouildinq that could incr.ease environ111ental illlpacts or the sensitivities to occupants and users of the Property shall be collllllanced or illlplemented without the prior written consent of Boeing and issuance of such Pexmita or J\pprovala as 111ay be required by the City. 2, ESTABLlSBHElf'l' OJ' RBSmEN'rIAL RESTRICTION AUA (a) Christ shall submit to the City a modification to its proposed Redevelopment, aa described in this Agreement, including Exhibit D, and including the prohibition of any residential uses on that portion of the Property located within 3BO feet of the Boeing Plant (the wResidential Restriction .l\rea•1. (bl Christ shall submit to the City a modification to any currently pending applications for Perm.its and Approvals, necessary to cause the Redevelop!llent to conform. to the tel:lllS and conditions ot this Agreement. (c) so long as the Condition exists, all future applications for Permits and Approvals shall be consistent with the terms and conditions of th~a Agreement. 3. RESIDENTIAL USE So long as the Condition exists: (a) Residential use (the hotel shall not be considered a residential use) shall be allowed only in the areas designated •residential" in Exhibit D, and shall not be permitted to occur within the Residential Restriction Area. (bl Subject to (cl, below, all residential use shall be month-to-month or day-to-day tenancies., No permanent, long- term residential uses shall be allowed except with prior written consent of Boainq, which shall not be unreaaonal:>ly withheld or delayed. .3. • ' . (cl No individual ownership or long-term lease of individual residential units shall be allowed without the prior written consent of Boeing, which consent shall not be unreasonably withheld~ delayed in the face of a reasonal::lle showing by Christ of the economic or market feasibility or necessity tor such ownership or long-term lease. 4, ft'l'BACKS AND LANDSCAPING So long as the condition exists: (al .Christ shall provide a butter ot not less than 25 feet between the common boundary line of the Property and the Boeing Facility. The butter shall be intensively landscaped and will provide screening and visual relief between the residential tenants and the Boeing Facility. The butter shall include a vehicular access road as shown on Exhibit D, and may require further utilities, transformers, airhandling equipment, etc. The area immediately north and west of building l will also be intensively landscaped with mixed deciduous and evergreen plantings of a density and of sufficient size to obscure the Boeing Facility from the Property. A conceptual landscaping plan is attached as Exhibit G that is representative of Christ's intentions, hut which also may require modifications the City may dictate to meet traffic and other municipal requirements, or a~ a restaurant intended for this area may reasonably require. Portrayal of the office portion of the site in Exhibit Dis conceptual only1 the design will ultimately he driven by market and/or specific tenant requirements, and must remain flexible to their needs. Nevertheless, Christ and Boeing confirm that they are of a common goal to effectively screen residential facilities at the Property from the Boeinq facility. (bl The butter and landscaping shall be regularly maintained. Plant losses shall be replaced promptly with the same or similar material. !I, NOTICES 1'0 USERS Upon closing and acquisition of title to the Property by Christ or any related entity, Christ shall record a Notice on Title to the Property, and shall provide all prospective purchasers, users and tenants (as to users and tenants, with changes only in tense) of all or any p6rtion of the Property with written notice as follows: · tll7M . ' , . ., ·., ..., -· "" -· !ha proparty il!IIMICilately •outh ct !:he Southport ~•rt:1 is zoned tor heavy industrial use, and is autrently u.alld. a• an airc:rat't man~acturing and final assambl.y pl.ant. A wxiety of indus!:J:ial activiti .. OCICIU' on the prcpu-ty that may be incc:mv.ni.nt or cause disc:cmfort to people using, 'lfOd:in,; or residing at aout:hport. Thia may ai:i" t:om. ai~ft manutacturinq acti vi t1 .. , including air~t final asseiably and painting, and a waatewatet treatment plant, which may genuate unpl.eaaant and anncyinq adcr11, vill:nitions,-nois•, dust, and ur maissicna of baa&J:dcus and toxic: air pollutants and volatil• o;r:vania ccmpounda. Th• City of Renton haa established manuta.cturin; and other heavy industrial uaes •• priority uses on daaignated haavy industrial landa. N~by propart:y owner•, residents and usa,:11 should ba prepa1'9d ta aocapt suClh inconvani.noes or discomfort t'rom normal, nacaasary haavy industrial opan.tiona 'Nben pert'oz:med in ncmplianca with local, stat• and fadaral law. !ha owner cf the property [dascribad on llxhibi t Al fez itself, its aucaaaaora and assigns, ha:aby waivas ta th• extent pexmitted by law i.ta ri<,1ht to protest or ch&llanqa any l.awtul heavy manut'aaturing operation or activity or tha anvi~tal illlpaatll lawrul.l.y caused by the cw:rant airm-aft pl.ant or other h•vy induatrial usa to the pro~rty daacr~ on EzM bit A or to i ta ovner11 , users or oogupan.ta. (b) This written notice shall be in bold typeface and not less than 10-point type. Cc) Except as may be required by law, or to avoid violations of law, so long as the Condition exists, this written notice may not be changed, modi.tied, aended, or suspended without the express prior written consent of Boeing, which consent may be withheld in Boeing's sole discretion. 6. n&ED lt&8T1UCT10NS 'I (al Upon closing &nd acquisition 9! title to the Property oy Christ or any related entity, Christ will also record a restriction on title to the Property as follows: -5- • So long as adjacent property is owned by rhe Boeing C0111pany, a Delaware corporation, or a related entity, and is used as an aircraft manufacturing~and final assembly plant or other heavy industrial use, no residential use or residential structures of any type, whether permanent, temporary, long-te:cm, short-term, rental, or otherwise, with the exception of hotel or other co1111U1rcial uses, shall be constructed, placed or used within 380 feet of the collQIIOn boundary line of this property and .the adjacent Boeu,.g Aircraft Manufacturing and Final Aasembly Plant as depicted in Exhibits C and D. No more than 540 residential units shall be allowed on that portion of the property designated for residential use, as shown · on Exhi.bi t D. . (cl This restriction and the notice described in Section S shall remain in effect so long as Boeing uses any portion of ite property within 1,000 feet of the Southport property for heavy aircraft manufacturing and final ass81Dbly or for other heavy industrial purposes. (d) rhe notice and restriction on title shall be recorded against title to the entire Property described in ~Ybibtt A at the time Christ acquires title to the Property. If the Property is subdivided, the notice and restriction on title shall apply to all future lots, parcels and tracts. (el So long as Boeing uaes any portion of its property withill 1,000 feet of the Southport property for heavy industrial purposes, neither the recorded notice nor the restriction on title may be removed,. extinguished, waived, suspended, amended or modified without the prior express written consent of Boeing, which consent may be withheld ill Boeing's sole discretion. 7. DESIGN AND CONSTIU:ICTION (al Heating, ventilation and air conditioning for the Property office buildings will be accomplished by a variable air volume system, or equivalent designed and placed to minimize the effects of odor and air emissici:,.s from the Boeing Property on building occupant• cf office buildings at the Property. This type of equipment len~ itself to a variety of filtering techniques, including synthetic fiber and activated carbon filters. An appropriate filtering technology will be aelected during the design phase of the Redevelopment. The 9/lffl .. = c":, c:., N ma.in air handling equipment tor those buildings will be mounted on the root ot the structures. Supply air tor occupiad spaces (excluding parking! in commercial buildings at the Property will ente~the buildings trCllll the east face thereat, and exhaust air will be released tr011 the west :face. Construction shall be designed and carried out to minimize the 1.lll.pacts o:t' noise and airborne vibration that may muanate trOII the Boeing Facility by adherence to Oni:for111 Building Code section 12oe.2, paragraphs land 3, relating to airborne sound insulation. a. cxn or RIN'rOH (a) The City shall have tha full right and power, but not the obligation, to enforce the terms Nld conditions ot this Agreement with respect to either or both ot the other parties. · {b) Compliance with the terms and conditions o:t' this agreB111ent shall be a term and condition ot any and all Permits and Approvals issued by the City tar the Property. 9. NOTICI OF BALI {a) Christ shall provide Boeing with :first notice cf Christ's intent to sail er otter to sell the Property. {b) Boeing shall provide Christ with early notice ct its decision to sell all or any portion of its property within 1000 :feet ot the Southport Property. 10 • l'INAL SI IS AL'l'IIUIA'l'IVZ 'l'he Pa.rties understand that the Draft S&ts has been published without reflecting the Residential Restriction Area. However, the modified Redevelopment plan as described herein and as shown in Exhibit D, ill presented and analyzed in the Final SEIS as a new alternative "Plan c.• 11 , COOPllRA'l'ION The Parties agree to cooperate and execute such further instrU111ents, documents and confirmatory agreements, and take such further acts or actions as may be necassa.ry or appropriate to carry out the intents an,d. purposes of this Agre8111an t . .7. o.n ('") ..., = = = = = = "'' ' . 12, CONl'LICTS In the event of a conflict between the tems and conditions of this Agreement and any standards or conditions illlposed or required by the City tor any Permits and Approvals tor the Redevelopment, the more restrictive standard or condition will apply, 13, DlSPU'!E l1ESOW'1'ION (a) Within thirty (30) day11 of the execution of thi11 Agreement, ~1st and Boeinq_shall each identity a coordinator (•Designated Coordinator• or •oc•i responsible for addressing i~sues and disputes that may arise from time to time under the Agreement. The Parties shall provide written notice of the selection of the Designated Coordinator and any subsequently appointed Des. (bl If a di11pute ari11e11 with regard to any matter addre11sed by this Aqreement, the Party raising the disputed i11sue shall contact the DC regarding the nature of the dispute. (cl The Parties agree that tlle DCs will use their best efforts to resolve the dispute presented in an expeditious manner, consi11tent with the terms of this Agreement. Each party agrees to meet and discus11 potential solutions to the dispute within five business days of the date notice of a d111pute was received by the other Party. (d) If the DCa are unable to re11olve a di11pute in a mutually agreeable manner within four weeks from. the date that notice of the dispute was received by the other Party, the matter shall be referred to the respective auperviaora of each DC. If they are unable to reaolve this -di11pute within four weeks, it shall be referred to the preaident of Christ and to Jim Nelaon, Director racilitiea, Services, Facilities Asaet Kanaqem.ent Organization, Boeing Commercial Airplane Company or hia aucce111or, for reaolution. 14. NONOPli'OSITION By execution of this Agreement, Boeing withdrawa its Comment Letters and agree11 not to oppo11e any existing or future Permits and Approvals which Christ has sought or in the future may seek, or which the City or al).y other governmental agency has granted or in the future may grant, on the construction ot the Redevelopment aa deacribed in this Agreement and as abown in Exhibits D and G, and so long aa -8- ' ' Christ has complied with the terms and conditiona of this Agreement. Boeing also aqrees not to take any other actions which lllight have the effect of stopping, delaying or increasing the cost of construction of the Redevelopment as described in this Agreement and as shown in Exhibits D and G and not to in any way aid, assist, or cooperate with other persons or entities who oppose the Redevelopment. Boeing does not waive its right to legally require that the Redevelopment be constructed in conformance with the terms and conditions of this Agreement. 1!5 • SUCCI._SSORS AND ASSIGNS The rights and obligations of the parties shall inure to the benefit of and be binding upon their respective successors and assigns. 16. GUUA1. PRCVISIONS (~) J:ntire Aqr-t This instrument, inclllding the attached Exhibits A, B, c, D, E, F, and G contain the entire agreement between the Parties with respect to the subject 11121tter hereof and shall not be IIICldified or am.ended 1n any way except in a writing signed by duly authorized representatives of the respective Parties or their successors in interest or assigns. (b) ll~orci 111ent It is agreed that the remedy at law for any breach of the agreements contained herein would be inadequate and in the event of a braach of this Jt.greement, the ag11rieved Party shall be entitled to injunctive relief as .well as damages for any such breach, The prevailing party in such an action shall be entitled to recover its reason.able costs and attorneys• tees, including those incurred in any appeal trOII!. the judg111ent of a lower court. (a) lllatiae Any notice or other com.unication ot eny sort required or permitted to be given hereunder shall be in writing and shall be deemed a~tticiently qiven it personally delivered, transmitted by facsimile, electronic lllaJ,l or three days after being mailed by u.s. certified mail as !ollows: -9-1117M J . To Christ: And to: And to: To Boeing: And to: Michael Christ, President SECO Development, Inc. 10843 NE e•~ Street, Suite #200 Bellevue, 91A 98004 racsiizlile: 425/637-1922 Peter L. Buck Brent Carson Buck, Gordon LLP 1011 Western Avenue, Suite 902 Seattle, WA 98104 racsiizlile: 206/626-0675 William N • .Appal .Appel, Glueck, ~.c. 1218 Third Avenue, Suite 2500 Seattle, Washington 98101 racsiizlile (206) 625-1807 Gerald Bresslour, Esq, The Boeing Company KS 13-08 P.O. Box 3707 Seattle, WA 98124-2207 Charles E. Maduell Perkins Coia 1201 Third Avenue, 48lh Floor Seattle, WA 98101-3099 racsimile: 206/583-8500 'this Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Venue for any action arising out of this Agreement shall be in King County Superior Court, Time is of the es~ce of thi1S .Agreement. ~lll.l:tlJ -10. ' . - ., (!) llfa.teriality All of the tetllU!I ao.d conditions contained herein are material and substantia~ ta Boeing's agreement not ta appose the Redevelopment. (qi Baadi~a Tbe headings and subheadings contained in this instrument are solely for the convenience of the Parties and are not ta be used in construing this Aqreement. (bl Authority The persons executing this .Agreement on behalf of the respective Parties hereby represent and warrant that they are authorized to enter into this Agreement on the terms and conditions herein stated, (1) Count:uparta Tbis Agreement may be executed in counterparts, all of which shall be deemed an original as if signed by all Parties. (j I Bindinq Zffact This .Agreement shall be binding upon the respective successors and assigns of the Parties hereto and shall inure ta the benefit of and be enforceable by the Parties hereto and their respective successors and assigns. (k) Cont'idant:iality Christ and Boeing shall hold in the strictest confidence all doc:wiumts and information concerning the other, and the business and properties of the other. Each understands that disclosures made by Christ to Boeing under Section 3(cl, and either to the other under section 9, shall be maintained in confidence. The foregoing notwithstanding, neither party shall be prohibited from disclosing to its investors, conaulta.nts, brokers or dealers such information as is c:u=tomarily disclosed in connection with similar matters, nor Shall this section be conatrued to prohibit either party from disclosing information that is required by law. IN WITNESS WHEREOF, the Parties lui/fe caused this Agreement to be executed as cf the day and yea:r first above written. (OIIOOll-1111011118'9ZUll.122] ·11· .. MICllAII. CDIS'l', 01U, I.LC, a Washington Limited Liability Company By:~- Title: 4C+ML,;i rt: - 'ntll l!!OJ:IllQ ct::IG'JINY, a Dela.wue ~~ ... Phil.ip W. Cyl:lurt Attorney-in-Peet Preeident, Boeing a.el.ty Cor:poration \ -12- ... .., c,--, ..,.., = = = c-.... ·-- Legal daacripticn ct Scuthpc:i:t Prcperty Parcel Bo! City o! Renton Lot :r.1ne Adjustment ·Number LUA 98-176, recorded in lting County, Jfashington under RacordJ.ng No. 9902019014, located in King County, Washington • -13- ' ' ..,.., <") ..,., = = = <"- ~- ~ ~ = = = ' ... 11:XBIBI'f B to NONOPli'OSITION AGRllMElf'1' h~lot2 'l'he property owned by The Boeing Company and the benetitted property in this Agreement is located in Renton, King County, Washington and is identified. by 'King County tax assessor nlllllbers listed below and as depicted in the attached drawing; 072305-9001 082305-9152 082305-9079 722300-0105 082305-9011 756(60-0055 722400-0880 082305-9019 722300-0115 722400-0865 072305-9046 082305-9187 08230S-9204 082305-9209 082305-9037 072305-9100 $ -14-tl\1"9 . ' '-'"' cY) Lr> = = c·::, ·--~ ~ = = C"'> :-... ....--: • : '"II • : • : +II : ... I . 1i ____ = . .......... . ... , ..... ...., _,., . ; .., ··-· _-, ' : ' , "' . ' < ;· [j] . . :l t IXH?BZ'l' C: to CII 1 ' I j ... c::::::::::J I ;~~ ~ ,, ( t I 5 0 ~ • ~ Q. "". (I) Sf .. ... • iii .c ~ -() +- C: J • io I (/) • ' ..n ""' U"1 = = = c-- . ' IXIIIBIT D I • - ( t 6 O § a: Q_ ... ~ ..; :t: .c ... (I) .): u-+-~ c] ~o Cl) "'Tl ... ., -en G) ..,., = C = = ::::0 ._.._ .,, -----' • ' _J 0 .... ------' ,; \,;:, ','1,"' ' ' \ \,,,,"'- \' )i, \\ \' \ ~ ' \ EMERGENCY VEHICLE TURN-AROUND FIGURE 1 .1 ~~.@ MAIN ACCESS-" ROAD SEsaoc1 itt oocz ~ I I I I I I WATERFRONT ACCESS ROAD FIGURE 1.2 ~.(8) 5£50001 l l t .1.1·, MAIN ACCESS ROAD ' ' L ~ \'\'\ ~ ~ \'\'\ ,-~~EMERGENCY "' ' ' ACCESS~ t1 t: ~~ "' ' ' ~b"ESs ROAD FIGURE 1.4 80' © P.S.&E. ACCESS MAIN ACCESS ROAD ,:.LL 11! 7000535 D ',,~ "" ' ' "' ..... ..... ~~ ..... ·-~ '-.~ .. , ........ ·,--.. \ I \ \ I \ ( \ \ \ \ tt I ' \ I I /1_ ..... <'7 ,.r, Q = c::, ., ,;-.. -G) --C = c::, ;o = ~ rrt I\.) • 0 I ,.,, CY") en = ,::, = ~ ,;:, = = '" r 0 20 .C.O 80' FIGURE 2.1 PEDESTRIAN ,..........~-PROMENADE EMERGENCY ACCESS PLAZA EMERGENCY VEHICLE ------'11-----,-TURN-AROUND -, ., n ., -· ~ '-"'\.: '-'-'-'-'--'-'-* ~, '-'-'-'-'-'- -'-'-{ '-'-'-'-'-'-'-.,, .,, "d -""-'" ?l ""-'" !8 t"' '-'-'-'-'-'- > -'-'-~ '-'-ICCI N '-'-'-'-'-'-"'ii > -'-'-) '-'- i_ c> '-'-'-'-'-'-PIZ -'-'-'-'-'-'-'" '-'--1->'" f -'-'-'-.'. '-'-. '-'-"'-'" "-'-'-J: -°"-'" '(_ '-l, '-'--"'-'l-"'-'" -.f ~'-'-)""-% ~ .,. -'-'-'-~ "'-'" ""' '-'-'-..,, e--'-':i-'-'-:t'-'-'--°"-'" -;: -1 -""-':t-'-'-~ '-' ~ C') ...,I '--'--'-'-~ c~i -'-'-'-'-~ '-~ >'" ~ "'-'" '-'-~] ""-1>'" ~ ~ ~ '-'-'-~ -'-"'-. '-'---.. ' '-'--,'-~ ~'-,'-Z'-' ~ ....... -....... ,,.~ Nq- ~o·® FIGURE 2.3 ~ Pll~JB},Jh\/S7£1~\/ PEDESTRIAN ~~~PROMENADE I I WATERFRONT ACCESS ROAD r ·~. r r1 (' ,·· f .~, ~ ~ 7 __\.-----j EMERGEOCY ACCESS -,.., ""' ., "'" :c .C:.· ..,... • ;,tJ -rr, w -, . _; = " \ h ~ ...,, ~ '1 ~ ~ ~ "' ~ ~, "' ~ = = \l;' = EMERGENCY ~ ~ VEHICLE -TURN-AROUND ~-~ - = ~ = = ·~ ~ ~ ttj '------~~~ESS ROAD FIGURE 3.t /(A I"'-• I \(Y O 201 ,40' 80' ., ·' . IGURE 3.2 ~.@ [ FIRE ACCESS ROAD I PUdE'7' 90ll.JV£1 .E'I\JE'F.ld.Y FIGURE 3.3 2-L~ ; !l1.(>(} srsooc 1 : 11 :.~ai I MAIN I ACCESS ----1-{ ROAD I I I I 1 I • ~ .., .-, '" :, , -' '. ' : _I -, "Tl -G') C ;a (Tl ~ • 0 I -- ----.~.Q PEDESTRIAN P ------- FIGURE 4.1 I--E I o 20· r ao· ·------ ----- WATERFRONT ACCESS ROAD ~b~ss ROAD ' ' Recording Requested by and When Recorded Return to: William N. Appel Appel & Glueck, P.C. 1218 Third Avenue, Suite 2500 Seattle, WA 98101 PEDESTRIAN PROMENADE EASEMENT Reference#: Grantor: Grantee: None SOUTHPORT LLC, a Washington limited liability company CITY OF RENTON, a Washington mun~cipal corporation Legal Descriptions (abbreviated): Por. each of Lots 1 and 2 SP LUA-99-134-SHPL, Rec. 20000131900006 Assessor's Tax Parcel ID#: 052305-9075-04 and 052305-9076-03 KNOW ALL PERSONS BY THESE PRESENTS, that the Grantor, Southport LLC, a Washington limited liability company, for mutual benefits, grants and conveys to Grantee, City of Renton, a Washington municipal corporation, an easement and right of way over, across, along and upon that certain real property situated in King County, Washington, described on Exhibit A hereto, which is made a part hereof by this reference, for public sidewalk and pedestrian purposes during those hours during which the municipal public park adJoining the north easterly end of the easement granted herein, 1s also open for public ingress and egress, and which may for all or any portion or portions of its length be utilized for up to two thirds of its width by plantings and other improvements appropriate for the public enJoyrnent of a waterfront setting. The Grantor expressly reserves the right to use the area subJected to the easement granted herein for uses not inconsistent therewith. IN WITNESS WHEREOF, the Grantor herein has executed these presents this 14th day of November, 2000. SOUTHPORT LLC, a Wash1ngton l:1.1111ted l1abil1ty company By: SECO DEVELOPMENT, INC, a Washington corporation By: .llALc:::rn, President STATE OF WASHINGTON COUNTY OF KING ss. On this day personally appeared before me Michael P. Christ, to me known to be the President of Seco Development, Inc, as manager of Southport LLC, a Washington limited liability company, described in and who executed the within and foregoing instrument and acknowledged that he signed the same as President of said corporation as manager of, and as the act and deed of, said limited liability company. and official seal this Hit, day of Notary Public in and for the State of Washington, residing at ~tf/.a.- My appointment expires Afr:il \4 1 Z.0t>3> -----------·-· -------------~-- EXHIBIT A DESCRIPTION PEDESTRIAN ACCESS EASEMENT THOSE PORTIONS OF LOTS 1 AND 2, CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, RECORDED UNDER RECORDING NO. 20000131900006, RECORDS OF KING COUNTY, WASHINGTON, LYING WITHIN A STRIP OF LAND 25.00 FEET IN WIDTH, THE NORTHWESTERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT l, THENCE NORTH 46°37'43'' EAST 64.58 FEET; THENCE NORTH 46°35'08" EAST 44.82 FEET; THENCE NORTH 47°54'55" EAST 15.75 FEET; THENCE NORTH 47"21'41" EAST 24.66 FEET; THENCE NORTH 45"34'36" EAST 5.62 FEET; THENCE NORTH 47°12'13" EAST 47.76 FEET; THENCE NORTH 47°06'09" EAST 12.96 FEET; THENCE NORTH 46°54'00" EAST 178 15 FEET; THENCE NORTH 82"54'15" EAST 36.36 FEET; THENCE NORTH 49°17'55" EAST 53.93 FEET TO THE NORTHEASTERLY LINE OF SAID LOT 2 AND THE TERMINUS OF SAID LINE DESCRIBED HEREIN AND FROM SAID TERMINUS THE MOST NORTHERLY CORNER OF SAID LOT 2 BEARS NORTH 43°07'33" WEST, 23.61 FEET DISTANT. THE SOUTHEASTERLY LINE OF THIS EASEMENT SHALL BE SO SHORTENED OR LENGTHENED SO AS TO MEET AT ANGLE POINTS AND TERMINATE IN THE SOUTHWESTERLY LINE OF SAID LOT 1 AND IN SAID NORTHEASTERLY LINE OF LOT 2. SITUATE IN THE CITY OF RENTON, KING COUNTY, WASHINGTON. SECO DEVELOPMENT, INC. SOUTHPORT WILLIAM A. HICKOX, P.L.S. BRH JOB NO. 99036.06 NOVEMBER 14, 2000 20051021000894.;; ;,;:~ •. RE=ID 11111111· --1-1·1--·1--.---1-T11-·-,---- City of Renton 2005102 ll 1055 South Graqy Way en 1000894 Renton WA 98055 p~ ~ENlfM Ells 44.te JfNGl21/2teS 11:27 COUNTY I "'~ GRANTOR: PEDESTRIAN WALKWAY EASEMENT AGREEMENT SOUTIIPORT ONE, LLC, a Washington limited liability company GRANTEE: LEGAL DESCRIPTION (Grantor Property): ASSESSORS' TAX PARCEL ID NO. (Grantor CITY OF RENTON, a Washington municipal corporation Lot I of City of Renton Short Plat No. LUA-99-134-SHPL, recorded under AFN 20000131900006 Additional Legals on pp. 10-12 Property): 052305-9075 REFERENCE NO.: NI-!. -c:;l.005-0 I 7-3 THIS PEDESTRIAN WALKWAY EASEMENT AGREEMENT ("Easement"), effective this ~ day of f]1:t;;..d-()<.? , 2005, is made by and between SOUTHPORT ONE, LLC, a Washington limited liability company ("Grantor"), and CITY OF RENTON, a Washington mm1icipal corporation ("Grantee"). RECITALS A. Grantor is the owner of real property located in King Com1ty, Washington legally described on Exhibit A attached hereto (the "Grantor Property"). B. The Gene L. Coulon Memorial Beach Park, a municipal public park operated by Grantee, is located northeasterly of the Grantor Property (the "Park"). The Park contains a public walkway, a portion of which is along the southern shoreline of Lake Washington (the "Walkway"). C. Grantee desires to extend the Walkway from the Park across a portion of the Grantor Property. D. Grantor has agreed to grant an easement across that portion of the Grantor Property depicted on Exhibit B attached hereto and legally described in Exhibit C attached hereto (the "Easement Area") for the purpose of operating and maintaining a public walkway for pedestrian use subject to the terms and conditions set forth herein. AGREEMENT In furtherance of the Recitals set forth above, which are incorporated herein by reference, and in consideration of the mutual promises and covenants set forth below, and for other good and valuable considerati!m, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Grant of Easement. Grantor hereby conveys and quitclaims to Grantee a perpetual, non-exclusive easement over, across, and upon the Easement Area for the purpose of operating and maintaining a public walkway for pedestrian use. This Easement shall include the right to access by the Grantee (including its employees, agents and contractors) over the surface of the Easement Area as necessary for the Grantee to satisfy its maintenance and repair obligations as set forth in Section 6, including inspection at reasonable intervals. 2. Reservation of Rights. Grantor reserves the right to use the Easement Area in order to construct, maintain, operate, or repair any of Grantor's improvements and/or uses on the Grantor Property. This reservation shall include, but not be limited to, the right to: (a) to maintain, inspect, repair, replace, and operate any below-grom1d utilities located now or in the 2 ~uutnu"' IUUUOP.~ .. _ .. future within the Easement Area; (b) to temporarily block or interrupt access to the Easement Area for vehicle loading/unloading, deliveries, maintenance vehicles, and/or emergency vehicles; and (c) to block access to the Easement Area for up to 24 consecutive hours, or longer with the prior written approval of Grantee, for special events on the Granter Property, including, but not limited to, concerts, weddings, and conventions. The reservation set forth in subsection 2(c) above shall apply only until the City or a third party designated by the City completes construction of the Sam Chastain Waterfront Trail extension trail between point A and point B as shown on Exhibit D hereto, and only so long as such trail remains open to the public and is maintained in a good and functional condition. Granter further reserves the right to use the Easement Area for any other purposes not inconsistent with the easement rights granted in Section I, provided that such other uses do not unreasonably interfere with Grantee's use of the Easement Area. 3. Limitations on Easement. The easement rights granted in Section I abcve are further limited as follows: A. The easement rights granted herein may be exercised only during those hours when Gene Coulon Park is open to the public, as may be modified from time to time. B. The easement rights granted herein are limited to pedestrian connectivity only. Such rights do not include any rights of assembly, speech, demonstration, or petition, and does not authorize exhibiting any placard, signs or notices, distributing any circular, handbill, placard, or booklet, soliciting membership or contributions, parading, picketing or loitering. C. The easement rights granted herein do not include the right to ingest, sell or distribute alcohol within the Easement Area. D. Except as provided in Paragraph 6 below, Grantee shall not have the right to make any temporary or permanent improvements, including installing landscaping, benches, signage, or other above-grade structures, within the Easement Area without the prior written consent of the Gran tor. 4. Improvement of Easement Area. Grantor shall be responsible at its sole cost and expense for designing and constructing an at-grade pedestrian walkway over the Easement Area. Grantor plans to construct the pedestrian walkway in two phases. As of the date of this Easement, Granter has already constructed a temporary paved pedestrian walkway within the Easement Area ("Temporary Walkway"). Granter agrees to replace this Temporary Walkway with a permanent walkway ("Permanent Walkway") in conjunction with developing the Grantor Property consistent with future site plan approvals for the Grantor Property. 3 ~uu~,u~1uuuo~.-~ 5. Restrictions on Easement Area Improvements. The parties agree that any improvements to the Easement Area, including both the Temporary Walkway and the Permanent Walkway, shall be designed to be consistent with Grantor's use of the remainder of the Grantor Property and any other properties owned by the Grantor or its affiliates abutting the Grantor Property. 6. Maintenance of Easement Area. Grantor shall maintain at its sole cost and expense the Temporary Walkway in a good and functional manner. Grantor's obligation to maintain the Temporary Walkway shall terminate upon the replacement of the Temporary Walkway with the Permanent Walkway in the Easement Area. Following Grantor's construction of the Permanent Walkway on the Easement Area, Grantee shall assume responsibility, at its sole cost and expense, for maintaining and repairing the Permanent Walkway. This responsibility shall also include the obligation to replace the Permanent Walkway, as needed; provided that, Grantee shall submit its schematic plans and construction details for any proposed replacement of all or any portion of the Permanent Walkway to Grantor at least sixty (60) days before commencing construction, and Grantee must obtain Grantor's prior written consent to any such plans and details before commencing construction. Grantee's maintenance, repair and replacement obligations shall be performed consistent with the following conditions and restrictions: A. The Grantee shall maintain the Permanent Walkway to a level consistent with the quality of other improvements on the Grantor Property, but in no event shall that level fall below the standards for other pedestrian walkways maintained by Grantee along the Lake Washington shoreline and/or other parks owned or managed by Grantee. B. Grantee shall perform all maintenance, repair and/or replacement work in a careful, workmanlike manner, free of claims or liens. C. Grantee shall perform all maintenance, repair and/or replacement work in a manner so as not to unreasonably interfere with the use and enjoyment of the remainder of the Gran tor Property. D. Grantee shall perform all maintenance, repair and/ or replacement work in a manner so as not to unreasonably block pedestrian or vehicular access to, from, and/or across the Easement Area by the Grantor, its successors, assigns, lessees, sublessees, tenants, subtenants, invitees, employees, contractors or agents. E. Grantee shall perform all maintenance, repair and/or replacement work in a manner so as not to block any views from the Grantor Property of Lake Washington without first obtaining the prior written consent of the Grantor. 4 "-VVo,1 IV"-1vvvu_,..._••••- F. Grantee shall perfonn all maintenance, repair and/or replacement work in a prompt and timely manner. Once Grantee has initiated any maintenance, repair and/or replacement work in the Easement Area, Grantee shall continue such work through completion without any unreasonable delay. The foregoing shall not prevent Grantor from also maintaining portions of the Easement Area ifGrantor elects to do so (but without any obligation ofGrantor to do so). 7. Relocation of Easement Area. Grantor shall have the right to relocate the Easement Area from time to time in connection with a general improvement plan for the Grantor Property; provided that the new location of the Easement Area shall be no more than 20 feet from the location set forth in Exhibits B and C, and shall be sufficient to serve the Grantee for the same purposes and in the same manner as the location designated in this Easement; and provided further that the Grantor shall not block or close access to the Easement Area depicted and legally described in Exhibits B and C until Grantor has opened the relocated easement area to the public for use as a public walkway for pedestrian use. Grantor shall perfonn any such relocation at its sole cost and expense. Upon such relocation, and at the request of Gran tor, Grant or and Grantee shall amend this Easement to specify the new location of the Easement Area. 8. Easements Run with the Land. The grant of the foregoing easement shall run with the land and inure to the benefit and be binding upon the successors and assigns of Grantee and Grantor, respectively, and shall bind the Grantor Property as the subservient tenement and benefit the Park as the dominant tenements, for so Jong as the Park remains open to the public. 9. Breach. In the event of any breach or threatened breach of this Easement by the Grantor or Grantee, the non-defaulting party shall have the right to sue for damages and/or for specific performance and/or to enjoin such breach or threatened breach. I 0. Risk of Damages. Any use of the Grantor Property, including the Easement Area, by Grantee, or its successors, assigns, lessees, sublessees, tenants, subtenants. invitees, employees, contractors or agents (the "Benefited Parties") shall be deemed to be at the risk of the person or entity using the same, and Grantor shall not be liable or responsible for any damage to property or injury to person or loss of life that may result to Grantee, and/or the Benefited Parties, or any other person, except to the extent caused by the gross negligence of the Grantor, or its agents or employees. Grantee and/or any of the Benefited Parties shall not commit waste or create or permit nuisances on the Easement Area Grantee accepts the Easement Area in its present condition, "AS-IS," and Grantor shall have no duties to Grantee, except as provided in Sections 4 and 6 above, regarding the condition of the Easement Area. Notwithstanding the foregoing, this Section IO shall not apply with regard to any defect(s) in the Easement Area existing prior to the date on which the Grantee assumes responsibility for 5 ;tUUO"IU-' IVUUO~-~ maintaining and repairing the Permanent Walkway pursuant to Section 6 above, which are known to the Grantor, but not known to the Grantee and not disclosed by the Grantor to the Grantee. 11. Indemnification. Grantee hereby releases, indemnifies and promises to defend and save harmless Grantor from and against any and all liability, loss, damage, expense, actions and claims, including costs and reasonable attorneys' fees incurred by Grantor in defense thereof, asserted or arising directly or indirectly on account of or out of acts or omissions of Grantee in the exercise of the rights granted herein and/or in connection with or arising from the use of the Easement Area; provided however this paragraph does not purport to indemnify Grantor against liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the gross negligence or willful misconduct of Grantor, or its agents or employees. If a court of competent jurisdiction determines that this Easement is subject to the provisions ofRCW 4.24.115, the parties agree that the indemnity provisions in this Easement shall be deemed amended to conform to said statute and liability shall be allocated as provided therein. 12. Insurance. Grantee and/or its contractors, employees and agents working on the Grantor Property or Easement Area shall maintain in full force and effect during the term of this Easement a policy of commercial general liability and property damage insurance related to the Easement Area and the City's use or occupancy thereof in a form acceptable to Grantor and with a minimum limit of $5,000,000 per occurrence under which policy the Grantor is an additional insured. 13. Hazardous Materials. In no event shall the Grantee store, dispose, release, or discharge from, or otherwise use any "Hazardous Materials" or other wastes or substances on the Grantor Property or the Easement Area. "Hazardous Materials" means any (a) petroleum products or by-products; (b) all hazardous or toxic substances, wastes or materials or pollutants, including hazardous substances as defined by §101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and/or the Washington State Model Toxic Control Act, RCW §70.105.010, as amended; and (c) any other chemical, pollutant or material which is regulated by any federal, state or local governmental agency or authority under any environmental laws. Notwithstanding the foregoing, Hazardous Materials shall not be defined to include fuel or lubricants necessary for the operation of Grantee's maintenance vehicles, inspection vehicles or maintenance equipment, provided that such materials are used in accordance with any and all applicable Hazardous Material laws, and are handled in a reasonably prudent manner. 14. Termination. In the event Grantor has not begun development of the Grantor Property pursuant to final site plan approvals within fifteen (15) years from the date of this Easement, all rights granted by this Easement shall automatically terminate and be of no 6 ;..::uu:n u" I UUUO~-~ - further force and effect. Upon such tennination, Grantor may record notice thereof without the j oinder of the Grantee. 15. General Provisions. IS.I Notices. Any notice, request, approval, consent, or other communication required or permitted to be given by any party to any other hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or by overnight courier; or received following deposit as prepaid certified mail (return receipt requested) with the United States Postal Service; and addressed to the appropriate party at its address set forth below, or at such other address as such party shall have last designated by notice to the other. GRANTOR: c/o Southport One, LLC 1083 Lake Washington Blvd. North, Suite 50 Renton, Washington 98056 GRANTEE: City of Renton 1055 S. Grady Way Renton, Washington 98055 15.2 Attorneys' Fees. If any suit or other proceeding is instituted by any of the parties to this Easement arising out of or pertaining to this Easement, the substantially prevailing party shall be entitled to recover its reasonable attorneys' fees and all costs and expenses incurred from the substantially nonprevailing party, in addition to such other available relief. 15.3 Entire Agreement. This Easement constitutes the entire agreement of the parties hereto with respect to the matters dealt with herein, and supersedes all prior correspondence, agreements and/or understandings, both verbal and written, not contained in this Agreement. This Easement shall not be modified unless done so in writing and signed by both parties. 15.4 Governing Law. This Easement shall be governed by and construed in accordance with the laws of the state of Washington. 15.5 No Abandonment. Failure to act by either party under this Easement shall not constitute abandonment of the Easement. 15.6 Severability. The invalidity of any provision of this Easement as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 7 -------------· -,vv~1v,1vvvv...-.. ... IN WI1NESS WHEREOF, this Easement is executed by the parties, intending to be legally bound, effective as of the date first written above. GRANTOR: SOUTHPORT ONE, LLC, a Washington limited liability company By: Seco Develo STATE OF WASHINGTON GRANTEE: CITY OF RENTON, a Washington municipal corporation By:~~,J~ Name:Katv Keolker-Wheeler Its: Ma or Attest: ~~~:i-,<il:b~~~~~~ Bonnie· I. Wal ton; · -Y~ t;.l · .ii')~ .. ·····-.. ~: ' ., ·.-rf. • ..... . :a .•:_~··..i{L. I •• ..-.. ,;. '..... ·r--·' ·."" 'l, _•.1:. 1''·."',__.1' -;. ., ; cc .. --.,-.. . -. ' ,• : ~. ss. .._, . \.I ; ,. COUNTY OF KING e,\ :",n ,/,?, . -1'-<?·· .... ;...·~~'4.t:j .... ··· I certify that I know or have satisfactory evidence that Michael P. Christ Ys.\~;,_ who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the President of Seco Development, Inc., a Washington corporation, the Manager of SOUTHPORT ONE, LLC, a Washington limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this /<31-day of h,tq C1. '7 -j-, 2005. ~X~ (Signature ofNotary) L. Col£;h,;. (Legibly Print or Stamp Name ofNotary) Notary public in and for the state of Washington, residing at 8othf.Lf My appointment expires // · ~ · Db 8 STA TE OF W ASIDNGTON ss. COUNTY OF KING I certify that I know or have satisfactory evidence that f<'o.+J-,y J<.eo/Ker-k!heefer is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the 0 ~OY of CITY OF RENTON, a Washington municipal corporation, to be th; ee and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this ____ .5=-#l ____ day of De-fo6er 2005. ~-.J. Wo.ktrlr' (Signature of Notary) "13onn i e :X. Wa. t-f-on (Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at --r?e.nfon My appointment expires .::l ~9-;J.OO(. 9 2005102:i 000894.0i t EXHIBITA TO EASEMENT AGREEMENT [&gal Description of Grantor Property Lot 1, City of Renton Short Plan No. LUA-99-134-SHPL, according to the Short Plat recorded January 31, 2000, under AFN 20000131900006, in King County, Washington. EXHIBIT B -LOT 1 TO EASEMENT AGREEMENT 2 \ 81,TUATE IN: TI£ Ctn OF RENTON. KING COUNTY, WASMHG'l'(JN, LYWQ IN llE S.W. 1/4, SECTJ0n $ AND ~\~~~13 PEDESTRIAN WALKWAY EASEMENT SKETCH PREPARED FOR: SECO DEVELOPMENT, INC. SOUTHPORT PROJECT 2005; 02; ooos94.v; EXHIBIT C • LOT 1 TO EASEMENT AGREEMENT DESCRIPTION PEDESTRIAN WALKWAY EASEMENT Tfll,T PORTION OF LOT l, CITY OF RENTON SHORT PLAT NO. LUA-99-134- SHPL, RECORDED UNDER RECORDING NO. 20000131900006, RECORDS OF KING COUNTY, WASHINGTON, LYING WITHIN A STRIP OF LAND 12.00 FEET IN WIDTH, THE NORTHWESTERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST NORTHERLY CORNER OF LOT 4, SAID SHORT PLAT, THENCE SOUTH 43°22'06" EAST 7.01 FEET /\LONG THE LINE COMMoN TO SAID LOTS 1 AND 4 TO THE TRUE POINT OF BEGINNING OF SAID LINE DESCRIBED HEREIN; THENCE NORTH 46°35'54" EAST 110.13 FEET; THENCE NORTH 46°56'58" EAST 114.54 FEET; THENCE NORTH 47°45'50" EAST 35.24 FEET TO THE NORTHEASTERLY LINE OF SAID LOT l AND THE TERMINUS OF SAID LINE DESCRIBED HEREIN AND FROM SAID TERMINUS THE MOST WESTERLY CORNER OF LOT 2, SAID SHORT PLAT, BEARS NORTH 40'13'28" WEST 7.00 FEET DISTANT. THE SOUTHEASTERLY LINE OF THIS EASEMENT SHALL BE SO SHORTENED OR LENGTHENED SO AS TO MEET AT ANGLE POINTS AND TERMINATE IN THE SOUTHWESTERLY AND NORTHEASTERLY LINES OF SAID LOT l. SITUATE IN THE CITY OF RENTON, KING COUNTY, WASHINGTON, LYING IN THE SOUTHWEST QUARTER OF SECTION 5 AND THE NORTHWEST QUARTSR OF SECTION 8, TOWNSHIP 23 NORTH, RANGE 5 EAST, W.M. SECO DEVELOPMENT, INC. SOUTHPORT JOl!l\NN G. WASSERMANN, P.L.S. BRH JOB NO. 99036.11 MARCH 10, 2005 REVISED JULY 13, 2005 BUSH, ROED & HITCHINGS, INC. 2009 MINOR AVENUE EAST SEATTLE, WA 98102 (206) 323-4144 4'UU::n u"' 1 uuuo~.u; . 2005i 02i 000894.ii' EXHIBIT D TO EASEMENT AGREEMENT Branch :FAK,User :AGAR Order: 442034T Title omcer: MC Comment: WHEN RF..CORDED RETURN TO: C.Orge Lertk.anlitham Pugrt Sound Energy, Inc. Pugel Sound Energy BuUdlng 10885 NE 4•t1 Sired 10 1 • Flo0r South Bdltvue, WA 98004 Oocu ment Title: Storm Drainage Easement Agreement Grantor: I. Building Cat Southport, LLC 2. ISLAND LLC 3. Southport, LLC 4. Southport One, LLC Crantee: Puget Sound Ene1gy, Inc. Legal Description: EXGISE TAX NOT REQUIRED ~2>,~uty Abbreviated Legal Description: Lots 3 and 4, City of Renton Short Plat No. LUA-99-134-SHLP Full Legal Description: See Exhibits A-C attached Assenor's Tax Parcel Nos.: 082305-9055-05 Reference No,. of Documents Released or Assigned: N/A STORM DRAINAGE EASEMENT AGREEMENT THIS STORM DRAINAGE EASEMENT AGREEMENT (this "Agreement") is made as of ffl~t,R.y f-, 2013 by and between BUILDING C ATSOUTHPORT, LLC, a Washington '1imited liability company, JSLAND LLC, a Washington limited liability company,SOUTHPORT, LLC, a Washington limited liability company and SOUTHPORT ONE1 LLC, a Washington. limited liability company (jointly and severally, ••Orantor") and PUGET SOUND ENERGY, INC., a Washington corporation ("Grantee"). RECITALS A. Grantor owns certain real property located in Kfag County, Washington and more particularly described on Exhibit A attached to this Agreement {"Grantor's Property''). Grantee owns certain real property adjaccnl to Grantor's Property and more particularly described on Exhibit Ban.ached to this Agreement ("Grantee's Property"). B. Granter and Grantee desire to enter into this Agreement to creale an easement over Grantor's Property to benefit Grantec~s Property. Station Id :A IEC KING,WA Page l of 14 Printed on 12/l l/2013 4:23:45 PM Document: EAS 2013.0207001325 Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: AGREEMENT For valuable consideration, the receipt and sufficiency of which are acknowledged, Grantor and Grantee agree as follows: I. Grant of Easement Grantor bargains, sells and conveys to Grantee a non- exclusive, perpetual casement (the "Stonn Drainage Easement") over, across, along, in, upon, under and through the Storm Drainage Easement Area (as defined in Section 2 below) of Grantor's Property for the purpose of operating, maintaining, replacing and using an underground stonn sewer drainage facilities. _ 1 " (;) 2. Location of Easement Area. le\ ~.n of the Storm Drainage Easement Area is more particularly described in Exhibit C aTtached to this Agreement Grantor shaU have the right to relocate the Storm Drainage Easement Arca granted under this Agreement without Grantee's consent; provided, however, that Grantor shall first notify Grantee of Grantor's intent to relocate the Stonn Drainage Easement Area. If Grantor relocates the Stenn Drainage Easement, Grantor shall, at its sole cost and expense, relocate or replace the stonn drainage sewer facilities installed by Grantee within the Storm Drainage Easement Area to the new easement area prior to removal of the existing facilities. Upon relocation of such facilities, Grantor and Grantee shall execute an amendment to this Agreement, which Amendment will show the new location of the Stonn Drainage Easement Area. 3. Tenn. The Storm Drainage Easement granted under this Agreement will be effective as of the date this Agreement is recorded and is perpetual. 4. Costs of Maintenance. Grantee shall bear and promptly pay all costs and expenses, except as provided in Section 2 of the maintenance of the stonn drainage sewer facilities within the Stonn Drainage Easement Area. S. Como1iance with Laws. Grantee shall obtain all permits and consents that may be required to perform the construction and installation contemplated under this Agreement. Grantee shall compJy at all times with all laws, statutes, ordinances, rules and regulations now or hereafter in effect regarding Grantee's use of the Easement Area. 6. Maintenanc.e of Storm Drainage Sewer Facilities. Grantee shall use Grantee's reasonable efforts to avoid causing any damage to, or interference with, ariy improvemencs in the Storm Drainage Easement Arca and to minimize any disruption or inconvenience to Granlor and any tenant or other person who occupies Grantor's Property. After Grantee has completed any required maintenance of its stonn drainage sewer facilities, Grantee shall, at Grantee's sole cost and expense, promptly remove Grantee's construction equipment and materials from the Easement Area and will repair, replace and restore the surface of the Storm Drainage Easement Area to a functional condition reasonably comparable to the Easement Area immediately prior to the commencement of Grantee's work. The repair, replacement and restoration work includes, wiihout limitation, the repair (or if necessary, replacement) of any structures, driveways, fences1 landscaping, utility lines or other improvements on the Easement Arca that were damaged1 removed or destroyed by Grantee. Grantee accepts the Stonn Drainage Easement with the knowledge that Grantor has improved or intends to improve the surface area of the Stonn Station Id :A I EC KING,WA Page ,2 ofl4 Printed on 12/11/2013 4:23:45 PM Document: EAS 2013.0207001325 Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: Drainage Easement Area for motor vehicle and pedestrian access, driveways and roadways, landscaping, sidewalks, curbs) light standards1 sign.age and similar uses, and Grantee shall exercise its rights under this Agreement in such a manner as to not rnateria1ly interfere with Grantor's use of the surface area of the Easement Area. 7. Liens. Grantee will not pennit any claim, lien or other encumbrance arising from GrBJ1tee's construction work under lhis Agreement to accrue against or attach to Grantor's Property. 8. Hazardous Materials. Grantee shall not cause or allow any Hazardous Materials (as defined in this Section 8) to enter onto any portion of Grantor's Property at any time except in compliance with all applicable law, and Grantee shall take all reasonable and necessary .actions and precautions to properly treat, control and. manage Hazardous Materials in any storm water draining through the stonn drainage sewer facilities within in the Stonn Drainage Easement Area so as to maintain such compliance. For the purposes of this Agreement, "Hazardous Materials" means all substances, wastes, pollutants, contaminants and materials now or hereafter regulated or defined er designated as hazardous, dangerous or toxic under any Federal, stale or local statutes, ordinances or regulations. 9. Capacity. Grantee shall not modify or expand Grantee's existing stonn drainage facility to increase the amount of stonn water flowing through the stonn drainage system located on Grant.ors Property, without the prior written approval of Grsnror, which shall nol be unreasonably withheld. I 0. Indemnity. Grantee shall indemnify, defend and hold Grantor hannless from and against any and all claims for damages suffered and any other loss. cost or expcru;e incurred by Grantor (including reasonable attorneys' fees) or any claim, demand or action against Gran1or related to the exercise of the easement rights granted in this Agreement and with respccc to any Hazardous Materials migrating or flowing onto Grantor's Property from Grantee's Property pursuant to this Easement, cxccpl to the extent caused by lhe negligence or olher fault of Gran tor. Without limiting the generality of the foregoing, Grantee's obligations shall extend to matters involving concurrent fault or negligence of Granter, Grantee and third parties to the extent of Grantee's fault or negligence. 11. Grantor's Use. Grantor retains the right to use the Easement Area to the extent that use does not materially interfere with Grantee's use thereof. 12. Grantor's Remedies. If Grantee fails to perfoOl'l any obligation set forth in this Agreement and fails to cure the non .. perfonnance of such obligation with ten (10) days after written notice from Grantor (except in the evenc of an cmi:rge:ncy, in which ca:se no notice will be required), Grantor shall have the right, but not the obligation, to perform the obligation of Grantee and Grantee shall reimburse Grantor for the reasonable cost of that perfonnance within ten (10) days after receipt of a statement therefor, a]ong with any documentation substantiating the cost incurred by Grantor that is reasonably requested by Grantee. If such reimbursement is not made within the ten ( I 0) day period, interest wm accrue on any unpaid amounts at the rate of 12% per annum. Station Id :Al EC KING,WA Page 3 of 14 Printed on 12/11/2013 4:23:45 PM Document: EAS 201l.0207001325 Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: 13. Successors and Assigns. The rights granted in this Agreement and the duties agreed to hereunder will run with Grantor's Property and Grantee's Property and will inure to the benefit of and be binding upon Grantor's and Grantee•s respective successors and assigns. 14. No Public Right. The easement established undCT this Agreement will be for the benefit of and be restricted solely to the individuals and entities indicated and their successors and assigns. Nothing in this Agreement is intended to create nor shall it be construed as cre.ating any express or implied easement, dedication or any other rights in or for the benefit of the general public. 15. NQ!iw. All notices provided for in this Agreement may be delivCTed in pCTSon, delivered by facsimile or mailed in the United States mail, postage prepaid, and, if mai1ed, shaU be considered delivered two (2) business days after deposit in such mail. Any notice sent by facsimile shall also be sent by mail, and the facsimile notice will be deemed received on the day received by facsimile if it is received before 5:00 p.m. Seattle time on a regular business day (othenvise, it will be deemed received on the next business day). The addresses to be used in connec1ion with such correspondence and notices are the following, or such other address as a party may from time to time direct: To Granter: r:/o SECO Development, Inc. Attn: Michael P. Christ 1083 Lake Washington Blvd. North, Ste. 50 Renton, WA 98056 Fax No.: (206) 282-5838 ' To Grantee: ]'V(!£.1 .o:e~,l.o 1?,1~<1-)"., , .. c. 'P· 0 , @p:i. q7034 16. ~. The exhibits attached to this AgreCTnent are incorporated hCTein by this reference:. GRANTOR BUILDING C AT SOUTHPORT, LLC, a Washington limited liability company By By Name Title Station Id :A IEC KING,WA Page 4 of 14 Printed on 1211112013 4:23:45 PM Document: EAS 20\3.0207001325 Branch :F AKtUser :AGAR Order: 442034T Title Officer: MC Comment: JSLAND LLC, a Washington limited liability Company~ By Name Micht-J~t Jl:!esic1eWlreJ1t'~i~t:i:.11nc Ma.naqer Bt<.r'Jdrnq C. &1t ~0Vtt"hror"t;1-u~ !feua.J fUrpose!MAna.j'~-rvSIAhd.. !LC- SOUTHPORT, LLC, a Washington limited liability Company By By Name Title SOUTHPORT ONE, LLC, a Washington limited liability company By GRANTEE PUGET SOUND ENERGY, INC., a ::shi:T?n /2A!.---~ Name , ... ~:.CM,.eL L, IL1oiof:iPo«..,,$9~ , Title :rksi?r• rt, S/lff::1'../ Bds. 1 1"6SS (!.r,l,,':..tu "1 ~, S.'t'f"4eo ~{/~ Station Id :A 1 EC KJNG,WA Page 5 of 14 Printed on 12/11/2013 4:23:46 PM Document: EAS 2013.0207001325 I Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: STATE OF WASHINGTON ) 11 N'-)ss. COUNTY OF r::l ta ) On this 2.$""' day of ;J'Al'\U&l~ , 2013, before me, the undersigned, a Notary Public in and for llJ.e.. Sta~e o!°J_ Washington, y commissioned and sworn personally appeared ~((.,n~C} U'1.J"tC;T , known to me to be the reSI f n+ ofSECO DEVELOPMENT, INC., manager of BUILDING CAT SOUTHPORT, LLC, the limited liability company that executed the foregoing instrument, and acknowlcdscd the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was aulhorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appeaNi on thi!'. documerit. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. .....~ ,~~1.-~:,,., ~~ (~-.,..:;,~~~~~?,))Si~~:_ Co lt'1ns 1 ""· 1, 'cf if Pnnt Name ~ r-2.9·' 'ilP7 NOTARY PUBLIC in and for the State of ~.~WA~ Washington, residing at Bof-ne)~. "~ My commission expires I j ·L."f· J ~ . Station Id :A I EC KTNG,WA Page 6 of 14 Printed on 12/11/2013 4:23:46 PM Document: EAS 2013.0207001325 Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: Station Id :Al EC STATE OF WASHINGTON) f_ ) ss. COUNTY OF fLINt11 J On this :z_i3·t,,, day of VO,ntAar~, 2013, before me, the undersigned, a Notary Public in and for the .,State of Washington, d )' commissioned and sworn personally appeared M I C,~ c.,,h n £. t ' known to me to be th!/" $ pee/a ~ lf of JSLAND, LLC, the limited liability company that executed the fofegoing instrument, nd acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instJ'Urnent. KING,WA I certify that I know or have satisfactory evidence 1hat the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. ~x~ Signature ltC:.CL Gotlivis. Print Name NOT ARY PUBLIC in and for the State of Washington, residing at ~he! I . My oonunission expires · 2..9· 11:· Page 7 of 14 Printed on 12/11/2013 4:23:46 PM Document: EAS 2013.0207001325 Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: STATE OF WASHINGTON ) L ) SS, COUNTY OF IL' N"' ) . On this 2S n-day of J7I t'li.11.ilr~ , 2013, before me, the undersigned, a Notary Public in and for tbe Slate of Washington, di( y commissioned and sworn personally appeared ~I c.htie/ Ch.r-'1<,,f , known to me to be the r.e..G~t;ie,n,f ofSECO DEVELOPMENT, INC., manager of SOUTHPORT, LLC, the limifed liability company that executed the foregoing instrument, and acknowledge.d the said instrument to be lhe free and voluntary acl and deed of said limited liability company, for the purposes therein mentione.d, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. · ~,11.,,, ~ X. ~ 4~"" cO~~'!i'\tgnalUre • i.., ~1 ""~ '; ~ Llt;0,_ Co11, Vl~ I 8 ' -. N ~ -Ct f~ nt amc \ . '.'!'~:\':f:~JOTARY PUBLIC in and for the Stale of .... ,s,;, .. ~,..lJ\Vashington,residingat Bot-hell . ~t~Mycommissionexpires 11·.Zq, If. Station Id :AIEC KING.WA Page 8 of 14 Printed on 12/11/2013 4:23:47 PM Document: EAS 2013.020700\325 Branch :FAK,User :AGAR Order; 442034T Title Officer: MC Comment: STATE OF WASHINGTON ) ) ss. COUNTY OF f<-lN~ ) On this 25;-t.. day ofJ°AYILl.a.r~ , 2013, before me, the undersigned, a Notary Public in and for the St.ate of Washington: ly commissioned and sworn personally appeared Mie,hq el Ckrl c;t-, known to me to be the Pre G Ide h T of SECO DEVELOPMENT, INC., manager of SOUTHPORT ONE, LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be fhe free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized 10 execute said instrument I certify that I know or have satisfactory evidence that the person appearing before me and making this ackrlowledgment is the person whose true signature ~ppears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. Au-&X~ Signature LV,-/L-Co IL i' l'l s Print Name NOTARY PUBLIC in and for the State of Washington, residing at E,ttH,«/ My ::Ommission expires 11 · V, · If . Station ld :AJEC KING.WA Page 9 of 14 Primed on 12/11/2013 4:23:47 PM Document: EAS 2013.0207001325 Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: STATE OF WASHINGTON ) ) ss. COUNTY OF IS Nk: ) On this 4:¥, day of-~" , 2013, before me, the undersigned, a Notary Public in and for the Slate of w;fu[lgkm:duty commissioned and swo~~onall ~ed 11) 0 1 ch""'= L L... II; wr,,,u,!.d.J , known to me to be the'" ~ · of PUGET SOUND ENERGY, INC., the limited liability compan' tlie oregoing instrumenl, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making. this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal her ffixed the day and year in the certificate above written. Signature Print Name NOTARY PUB UC in and for the State of Washington, residing at p;,c, ..u,,o. My commission expires °t• 1S'-':t· Station ld :Al EC KfNG,WA Page JO of 14 Printed on 12111/2013 4:23:47 PM Document EAS 2013.0207001325 Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: EXHIBIT A GRANTOR'S PROPERTY I. Real Property owned by Building Cat Southport, LLC (an undivided 65% Interest) and JSLAND LLC (an undivided 35% interest): PARCEL A: LOT 3 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON. PARCEL 8: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN INSTRUMENTS RECORDED UNDER RECORDING NOS. 6201855 AND 6317510, IN KING COUNTY, WASHINGTON. ?. Real Property owned by Southport, LLC: PARCEL A: LOT 4 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON PARCEL B: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN RECORDING NOS. 6201855, 631751 0, 99020190 I 4 AND 20000 I 31900006 3. Real Property owned by Southport One, LLC Parcel A: LOT 1 OF CITY OF RENfON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON PARCEL B: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN RECORDING NOS. 6201855, 6317510, 9902019014, 20000131900006, AND 200011170000535 Station Id :A I EC KING,WA Page II ofl4 Printed on 12/11/2013 4:23:47 PM Document: EAS 201J.020700132S Branch :F AK,User :AGAR Order: 442034T Title Officer: MC Comment: EXHIBITB GRANTEE'S PROPERTY LOTS A AND C, CITY OF RENTON LOT LINE ADJUSTMENT NO. LUA-98-176-LLA, RECORDED UNDER RECORDING NO. 9902019014, RECORDS OF KING COUNTY, WASHINGTON. Station Id :A 1 EC KING,WA Page 12 of 14 Printed on 12/11/2013 4:23:48 PM Document: EAS 201l.0207001l25 Branch :FAK,Uscr :AGAR Order; 442034T Title Officer: MC Comment: EXHIBITC-1 STORM DRAINAGE EASEMENT AREA Seven and one-half feet (7.5') on either side of the centerline of the storm drainage facilities as currently located on the Exhibit C-2 drawing, Station Id :A 1 EC KING,WA Page 13 of 14 Printed on 1211112013 4:23:48 PM Document: EAS 2013.0207001325 Branch :FAK,User :AGAR KING.WA Document: EAS 20\3.0207001325 Order: 442034T Title Officer: MC Comment: Ex.h'1 l>1 t C· 2.. . Storl'Y\ DrP.ino-3e.-Loc.C\ +1 on of.fic.e 1.-ot B0e1nq Ren-to~ Ple1nt- Station Id :AIEC Page 14 of 14 Printed on 12111/2013 4:23:48 PM Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: Station Id :Al EC KING,WA WHEN RECORDED RETURN TO: Thomas W. Re.d Alston, Courtnage & BHsettt LLP 1420 Hflh Av~nair, Suhe J6SO Seatdir, WashlnglOn 98101-4011 IIIIIIHIMllllllll!lilll 20130207001327 GLSTON COURTHi:'I EAS 91 . M P~GE-011 Of: 117 ,2,e112ei3 14:32 KING COUNTY I 1#1, Document Tide: Grantor: Access, Landscape and Utilities Easement Agreement Puget Sound Energy, Inc. Grantee: Legal Oesorlprion: 1. 2. 3. 4. 5. Southport One, LLC Tho Bristol at Southport, LLC Building Cat Southport, LLC JSLAND LLC Southport, LLC EXGISE TAX NOT REQUIRED King Co. Rewrds Brll, I 11, ,, 1n,~uty Abbreviated Legal Des<rlption: A portion of the Northeast Quarter of the Northwest QuarteroFSection 8 Township 23 North, Range 5 East, W.M. in King County, Washington. Full Legal Description: Sec Exhibits A-E attached Assessor's Tax Parcel Nos.: 082305-9191 Reference Nos. of Documents Released or Assigned: NIA ACCESS, LANDSCAPE AND UTILITIES EASEMENT AGII.EEMENT THIS ACCESS, LANDSCAPE AND UTILITIES EASEMENT AGREEMENT (!his "Agreement") is made as of 'M@JI~ + , 2013 by and between PUGET SOUNDENEII.CY, INC., a Washington ~ ration ("Grantor'") and SOUTHPOII.T ONE, LLC, a Washington limited liability company, THE BIUSTOL AT SOUTHPOII.T, LLC, a Washington limited liability company, BUILDING CAT SOUTHPOII.T, LLC, a Washington limited liability company, JSLAND LLC, a Washington limited liability company and SOUTHPORT LLC, a Washington limited liability company (jointly and severally, .. Grantee"). 11.ECITALS A. Orantor owns certain real property located in King County, Washington and more particularly described on Exhibit A attached to this Agreement ("Grantor's Property"). Grantee owns an aggregate of real property adjacent lo Grantor's Property, which real property and Page I of 17 Printed on 12/1112013 4:23:41 PM Document: EAS 2013.0207001327 Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: ownership inlerests are more particularly described on Exhibit B attached to this Agreement ( 0 Grantee~s Property"). B. Granter and Grantee desire to enter into this Agreement to create certain easements over Grantor's Property to benefit Grantee's Property. AGREEMENT For valuable consideration, the receipt and sufficiency of which are acknowledged, Grantor and Grantee agree as follows: I. Grant of Easements. Grantor bargains, sells and conveys to Grsntee the following casements: (a) A non-exclusive, perpetual easement (the "Landscape Easement") over, across, along, in1 upon, under and through the Easement Area (es defined in Section 2 below) of Grantor's Propeny for the purpose of installing, constructing, operating, maintaining, repairing, altering, ~panding, removing, replacing and using natural and architectural landscaping and signage (which such signege shall provide additional space reasonably necessary 10 add Grantor's name and logo (which Grantor may then or later add at Grantor's cost), and the design of which signage shall be subject 10 Grantor's consent, which may he withheld or conditioned only with respect to issues pertaining to Grantor's rights of concurrent use of the signage)i and (b) A non-exclusive1 perpetual easement (the HAccess Easement'') over, across, along, in, upon, under and through the Easement Area of Grantor•s Property for the purpose of installing, constructing, operating, maint.aining, repairing. altering, expanding, removing. replacing and using paved driveways, roadways, utilities and a bridge; and (c) A lemporary, non-exclusive easernenl (the "Construction Easernenl") over, across, along, in 1 upon, under and through the Easement Area of Grantor's Property for purposes necessarily and reasonably related to the consnuctton of the driveways, roadways~ u1ili1ies and bridge to be ins1alled by Grantee within the Easemenl Area. 2. Location of Easement Area. The location of the Easement Area is more particularly described in Exhibil C au ached to lhi s Agreement. 3. Torm. The Landscape Easement and the Access Easement granled under this Agreement will be effective as of the dale this Agreement is recorded and are perpetual. Orantor further consents to Grantee's apportionment and dedication of such Landscape-Easement and Access Easement to the City of Renton. The Ccnstruction Easement granted under this Agreement will be effective as of the date this Agreement is recorded and will terminate on the date construction and installalion of the driveways, roadways. utilities and bridge by Grantee is completed, but in no event later than December 31, 2017. Upon such termination, Grantee shall concurren1ly deliver to Grantor a quit claim deed to quit claim to Grantor to such terminated Construction Easement rights in a fonn suitable for recording. 4. Costs of Construction and Maintenance. Grantee shall bear and promptly pay all costs and expenses of construction and maintenance of the landscaping, signage, driveways, Station Id :A lEC KlNG,WA Page 2 of! 7 Printed on 12/11/20134:23:41 PM Document; EAS 2013.0207001327 Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: roadways, utilities and bridge within the Easement Area. In addition, Grantee shall comply with uHlity "one call" requirements, properly locate, and take appropriate precautions not to damage or disturb such utilities. 5. Compliance with Laws. Grantee shall obtain all permits and consents that may be required to perfonn the construction and instaJlation contemplated under this Agreement. Grantee shall comply at all times with ell laws, statutes, ordinances, rules and regulations now or hereafter in effect regarding Grantee's use of the Easement Area. 6. Liens. Grantee will not permit any claim, lien or other encumbrance arising from Grantee's construction work under this Agreement to accrue against or attach to Grantor's Property. 7. lndemnitv. Each Grantee Uointly and severally) shall indemnify, defend and hold Grantor harmless from and against any and aJJ claims for damages suffered and any other loss, cost or expense incurred by Grantor (including reasonable attorneys' fees) or any claim, demand or action against Grantor related ro the exercise of the easement rights granted in this Agreement, except to the extent caused by the negligence or other fault ofOrantor. Without limiting the generality of the foregoing, Grantee's obligations shall extend to matters involving concurrent fault or negligence of Grantor, Grantee and third parties, to the extent of Grantee's fault or negligence. As between Grantor and Grantee, the foregoing indemnity is specifically and expressly intended to constitute a waiver of Grantee's immunity Ut1der Washington's Industrial Insurance Act, RCW Tille 51 1 for the sole purpose of and only to the extent necessary to provide Granlor with a full and complete indemnity from claims made against Grantor by Grantee's employees. 8. Successors and Assigns. The rights granted in this Agreement and the duties agreed to hereunder will run with Grantor's Property and Grantee•s Property and will inure to the benefit of and be binding upon Grantorts and Grantee's respective successors and assigns. 9. No Public Right. The easement established under this Agreement will be for the benefit of and be restricted solely to the each Grantee and their respective successors and assigns. Nothing in this Agreement is intended to create nor shall it be construed as creating any express or implied easement, dedication or any oilier rights in or for the benefit of the general public. Io. Grantor·s Use of Easement Area and Traffic Coordination. Grantor retains the right to use the Easement Arca, for uny purpose that does not materially interfere with Grantee's u:se thereof. Without limiting the generality of the foregoing, for so Jong as Grantor's property is used as an electrical substation, the road improvements within and the access road immediately adjacent to the Easement shall remain passable by lowboy lnlcks and suitable for H-20 loading. In addition, Grantee shall implement and thereafter maintain the fo11owing traffic control devices and procedures at the intersection of Grantor's driveway and the central driveway to Grantee's development: Notwithstanding the foregoing. Grantor shall promptly repair and/or replace any damage caused in the exercise of rights under the Agreement by Grantor or its employees, contractors, agents, licensees or invitees. 11. !:Jwil!ill. The exhibits attached lo this Agreement are incorporated herein by this reference. Station Id :A I EC KING.WA Page 3 of 17 Printed on 1211112013 4:23:41 PM Document: EAS 2013.0207001327 Branch :FAK,User :AGAR KING.WA Document: EAS 2013.0207001327 Order: 442034T Title Officer: MC Comment: GRANTOR PUGET SOUND ENERGY, INC., a Washington corporation By~./1-dt 'NameM,Cri..,.ld I ¢4!:1e:RP'6..J TitleJ,\~-:11 J!e""l"'e..s.i Cl..,..U 17 ~ s;,.i,. :s,e,z:J1i£4.s GRANTEE SOUTHPORT, ONE, LLC, a Washington limited ::iii·~ ' NameM1cha.e,/ Chn~f Title~<;t(i(Wf' ~ ScCO Di1ve,l91>Vf1U•t- \M-, j 1'('1/lll\P.~ THE BRISTOL AT SOUTHPORT, LLC, a :~-~~ Name Micha n<;, Title f'V'l~Dwr.lojrr1C-r<T ll'le,. j-j,;, mAMqer-' BUILDING CAT SOUTHPORT, LLC, a Washington limited liabilityoompany company Station Id :A 1 EC Page4 of 17 Printed on I 2/t 1120 13 4:23:42 PM Branch :FAK,User :AGAR KING,WA Document: EAS 2013.0207001327 Order: 442034T Title Officer: MC Comment: SOUTHPORT LLC, o Washington limited liability company ~~me :f'~cbt-'• s,f Title ~(t'.-'.',\£1,wi t' o-l-. .si::co Dw.e.l•f"Y'""'t.,lni., 1-n IY\A.l'\.Ajer' Station Id :AIEC Page 5 ofl 7 Printed on 1211J/20134:23:42 PM Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: STATE OF WASHINGTON) ) ss. COUNTY OF I<; .ik ) On this 1:+1-, day of ~ol>&)' , 2013, before me, the undersigned, a Notary Pu~lic in and for the St~te of Washin5on;iiuly commissionefl.:~~~'Vt'l'",'~"H~ "'A1Afl I • R..,c;,to1>1U>"1 , laJ,own.Jo.r,~'to f~ ff &'fi>~~" "-5 of PUGET SOUND ENERGY, INC., the corpori:d\11, !!\at "e~ute \,regomg instrumen~ and acknowledged the sald instrument to be the free and voluntary act and deed of said corporation, fot the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the personi wo c signature appears on this document. WITNESS my hand and official seal h xed the day and year in the certificate above written. \,,,,11u,,,, Signature ,,,\, NO.l,!l ,,,, ,, ."Jt...'tt-"' .~········ ""'~ , ..... $~-.... ~-... i%.-:. ... Si:: :t Q. ~'#;·· ~-:. [!{! ,~~ t)~2 ~~\~ ~ .II::~ ~ ~ '•!'.r, •• ··~~~ ~ / "•,!ll'o::i • .-e:, .;,- ,,. /1,,-, ••••••••• , ... ,~,, ;,,,~woo.{\ \,,., ''''•1nu''' Print Name NOTARY PUBLIC in and for the Slate of Washington, residing at ~~o ...-.~ My commission expires q-IS" .Jc;.. Station Id :A 1 EC KING,WA Page 6 of 17 Printed on 12111120l3 4:23:42 PM Document EAS 20l3.0207001327 Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: STATEOFWASH!NGTON) ) ss. COUNTY OF )4, ) On this ?,l ltr day of ~i 11\IU.K,1 , 2013, before me, the undersigned, a Notary Public in and for the ~tale of wa;(lngton, duJy com.missioned and sworn personally appeared I £IC, lhv1~ . known to me to be the l {, of 11.QllT.!U'ORT ONE. LLC. the limited liability company that ex l 1 !lr\l\n~d acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned 1 and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. Si:~~ "T ~ I Vi r101'.' I"' 9a. hDrn Print Name NOTARY PUBLIC in and fo',~e State of Washington. residingal eet\ () i',r/ ft My commission expires 3-16-2 DI (p Station Id :A !EC KING,WA Page 7 of 17 Printed on 12/11/2013 4:23:42 PM Document: EAS 2013.0207001327 Branch :F AK.User :AGAR Order: 442034T Title Officer: MC Comment: STATE OF WASHINGTON ) • ) ss. COUNTY OF ¥-!:Vil'.) ) On this 31~ day of JQ/,1~ , 2013, before mo, the undersigned, a Notary Public in oud for the St~te of Washington,d y commissioned and sworn personally appeared ____fl,liCYIAll (Yl~ll,f , known to me to be the ~ _o.f.Jl;lE.!.1!,1>!§",!l)L AT SOUTHPORT, LLC, the limited liability comp~tti'e¥drtgH»Q!ifiin1ment, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears 011 this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. ::Tll~~ Signature 1t\\ Vl (]de fr ~t1.,V1cr\v1 Print Name NOTARY PUBLIC in and for the State of Washington, residing at 12-e~o, Wit My commission expires 3,-\ -201(£) · Station Id :A !EC KING,WA Page 8 of 17 Printed on 12/1112013 4:23:42 PM Document: EAS 2013.0207001327 Branch :FAK,User :AGAR Order; 442034T Title Officer: MC Comment: STATEOFWASHINGTON) ' ) ss. COUNTY OF \41'1<j ) On this 31::,J:' day of ,~ , 2013, before me, 1he undersigned, a Nolary Public in and for the State of Was ington,d y commissioned and sworn personally appeared known 10 me 10 be the of J!l/.l),PJ!'l.5i..C AT SOUTHPORT, LLC, the limiled liabilily comp fd?dto'ili? rrt'MRifnent, and acknowledged the said instrument to be the free and volunlary act and deed of said limiled liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making lhis acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. '~~ Signature , tt l v\ nd-er ~C\ 11o~ Print Name NOTARY PUBLIC in "l',d foL!!>e State of Washington, residing at l::'fm vo' Wit. My commission expires :;,-1 S,-ZOUP • Station Id :A I EC KING,WA Page9of17 Prinled on 1211 J/2013 4:23:43 PM Document: EAS 2013.0207001327 Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: Station Id :AIEC KJNG,WA STATE OF WASHINGTON) ) ss. COUNTY OF \l:illeJ ) On this ?7[:,j::. day of <lAf\~ , 2013, before me, the undersigned, a Notary Public in and for the State of Washington,dly oommissioned and sworn personally appeared.)_ /)61 Pkt~ I t.hvtl,t , known to me to be the1f" ~ Uij pilkl)l/!I, YQ~hf JSLAND, LLC, the limited liability company that executed the Ofegoing instrument, ar( acknowledged the said instrument lo be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know OT have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. l~~ Signature 1?\ (vi n?t« f.ahoivi Print Name NOTARY PUBLIC in an.JI for the Sta\e q~ Washington, residing at kt:'nn>t) I \.iV'tt My commission expires ?,::j r;,-2 01 (Q, Page 10 of 17 Printed on 12111/2013 4:23:43 PM Document: EAS 2013.0207001327 Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Commenl: STATE OF WASHINGTON) ) ss. COUNTI' OF '?WP:\ ) On this ?Jl'it day of ,\A.IU/a~, 2013, before me, the und=igncd, a Notary Public in an~ for the State of Washington,dl( y commissioned and sworn personally appeared ~~~w . known to me to be the of SOUJH.f..Q\\'l,'.l,,!&, the limited liability company that executed the oregoing , ~'ila6wl~ell'Jhtt said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I cenify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. -,-~~ Signature Station Id :AlEC l KlNG,WA Page ll ofl7 Printed on 12/l !/2013 4:23:43 PM Document: EAS 2013.0207001327 I! I Branch :F AK,User :AGAR Order: 442034T Title Officer: MC Comment: EXHIBIT A GRANTOR'S PROPERTY LOT C, CITY OF RENTON LOT LINE ADJUSTMENT NO. LUA•98•176•LLA, RECORDED UNDER RECORDING NO. 9902019014, RECORDS OF KING COUNTY, WASHINGTON. Station Id :AIEC KING.WA Page 12ofl7 Printed on 12111/2013 4:23:43 .PM Document: EAS 2013.0207001327 Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: EXHIBIT B GRANTEE'S PROPERTY 1, Real Property owoed by Southport One, LLC: Parcel A: LOT I OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000 I 31900006, IN KING COUNTY, WASHINGTON PARCELB: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN RECORDING NOS, 6201855, 6317510, 9902019014, 20000131900006, AND 200011110000535 2. ReaJ Property owned by The Bristol at Southport, LLC: LOT 2 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON PARCELB: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN RECORDING NOS. 6201855, 6317510 AND 20000131900006 3. Real Property owned by Building C at Southport, LLC (an undivided 65% Interest) and JSLAND LLC (an undivided 35% Interest): PARCEL A: LOT 3 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON. PARCELB: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED JN INSTRUMENTS RECORDED UNDER RECORDING NOS. 6201855 AND 6317510, IN KING COUNTY, WASHINGTON. 4. Real Property owned by Southport, LLC: LOT 4 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON Station Id :AIEC KING,WA Page 13 of17 Printed on 12111/2013 4:23:44 PM Document: EAS 2013.0207001327 Branch :FAK,User :AGAR Order: 442034T Title Officer: MC Comment: PARCEL B: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN RECORDING NOS. 6201855, 6317510, 9902019014 AND20000131900006 Station Jd :A I EC KING,WA Page 14 ofl7 Printed on 12/11/2013 4:23:44 PM Document: EAS 2013.0207001327 Branch :FAK,User :AGAR KING,WA Document: EAS 2013.0207001327 I Order: 442034T Title Officer: MC Comment: EXHIBIT C EASEMENT AREA Page 15 ofl7 Station Id :A I EC Printed on 12/1112013 4:23:44 PM Branch :F AK,User :AGAR Order: 442034T Title Officer: MC Corrunent EXHIBIT'IJ' C. ACCESS, LANDSCAPE & UTILITY EASEMENT CITY OF RENTON, KING COUNTY, WASHINGTON A PUBLIC EASEMENT FOR INGRESS-EGRESS LYING OVER, UNDER ANO ACROSS THOSE PORTIONS OF GOVERNMENT LOT 1 IN THE NORTHWEST QUARTER OF SECTION 8, TOWNSHIP 23 NORTH, RANGE 5 EAST, W.M., MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHEAST CORNER OF LOT 3, CITY OF RENTON SHORT SUBDIVISION DESIGNATED AS "LUA-99-134-SHPL" ANO RECORDED UNDER RECORDING No. 20000131900006 RECORDS OF KING COUNTY, WASHINGTON; THENCE SOUTH 75"44'38" WEST ALONG THE SOUTH LINE THEREOF WHICH IS COMMON WITH THE NORTH LINE OF LOT ·c• CITY OF RENTON LOT LINE REVISION DESIGNATED AS "LUA-96-176-LLA' AS RECORDED UNDER RECORDING No. 9902019014 RECORDS OF KING COUNTY, WASHINGTON A DISTANCE OF 83.33 FEET; THENCE SOUTH 68"22'40" EAST A DISTANCE OF 63.38 FEET TO A RADIAL INTERSECTION WITH A 1388.68 FOOT RADIUS CURVE BEING THE WESTERLY MARGIN OF BNSF RAILROAD RIGHT-OF-WAY AND THE EASTERLY LINE OF SAID LOT 'C' CITY OF RENTON LOT LINE REVISION DESIGNATED AS "LUA-98-176-LLA' AS RECORDED UNDER RECORDING No. 9902019014 RECORDS OF KING COUNTY, WASHINGTON; THENCt NORTHEASTERLY ALONG THE ARC OF SAiD CURVE AND MARGtN PASSING THROUGH A CENTRAL ANGLE OF 2"00'55" A DISTANCE OF 48.85 FEET TO THE POINT OF BEGINNING. Station Id :A I EC KING,WA Page 16ofl7 Printed on 12/11/2013 4:23:44 PM Document: EAS 2013.0207001327 Branch :F AK.User :AGAR Order: 442034T Title Officer: MC Comment exHll!IT ACCESS, LANDSCAPE AND UTILJTies' EASEM9IT 80ll1H'OR1' DEYB. t..OT 3 LUA-!it-134-SHPL LOT J REC.. No. 20000131900006 .,,,. \ APN: 082J05-90S5 \ ~t, \ TRANSMISSION\\ \ rJ""l,ta"' \ TOMR ) 'if' \ ---\ if" ,_-~ \;i ~ ~HAlT PS( COMPANY Pllc»:'DUY LOT C OF LOT UNE: REVISION Ho. WA-98-176-LlA REC. No. 99020\9014 APN: 082305-9191 PROPOSED WAU< & CURS \ \ \ \ PROPOSED WALK &. CURB\ SCALE: 1 ~ -JO' 0 3,0 60' Station Id :A I EC KING.WA Page 17 ofl7 Printed on 1211 J/2013 4:23:45 PM Document: EAS 2013.0207001327 ® -::#&f3&rf3 1STAM AFTER RECORDING MAIL TO: Name: Hotel Bl Southport, LLC Address: 1083 Lake Washington Blvd N, Suite 50 City/State: Renton, WA 98056 Ann: Michael Christ Document Tide{s): (or transactions contained therein) 1. Deed of Trust Reference Number(s) of Documents assigned or released: Grantor(s): (Last name firsl, then first name and initials) I. Southporl One. LLC 2. Hotel at Southport. LLC Crantee(s): (Last name first, then first name and initials) I. Southport Hotel Eb-S, LP 2. Seattle family, LP Ill~! II Hi I~ IHI I I~ I~ Ill I llm II ~ 20141125001447 FIRST A•ERICAN DT 83.111> PAGE-001 OF 011 11/25/2014 14:57 KING COUNTY, ~A Firs/ American Title Insurance Company (1hi4 space for t/1/e compa,ry use only) Abbreviated Legal Description as follows: (Le. Jot/block/plat or section/1ownshiplrangelquarter/quarter) Lot I. City orRenton SP No. UJA-99-134-SHPI.., Roe. 20000131900006 Assessor's Property Tax ParceVA«ount Number(s): 052305--9075~04 NOTE: The auditor/recorder will rely on lhe informalion on the form. The staff wiJI not read the document to verify the accuracy or completeness of the indexing information provided herein. I AM REQUESTING AN EMERGENCY NONSTANDARD RECORDJ~G FOR A ADDITIONAL FEE AS PROVIDED IN RCW 36.18.010. I UNDERSTAND THAT THE RECORDING PROCESSING REQUIREMENTS MAY COVER UP OR OTHERWISE OBSCURE SOME PART OF THE TEXT OF THE ORIGINAL DOCUMENT RECORDPA 20141125001447.001 WHEN RECORDED RETURN TO: Hotel at Southport, LLC 1083 Lake Washington Blvd N, Suite 50 Renton, WA 98056 ATIN: Michael Christ Document Title: Deed of Trust 2014 i 125001447 .002 Grantors: Southport One, LLC and Hotel at Southport, LLC Grantee: Southport Hotel Eb-5, LP Full Legat Description: See Exhibit A attached DEED OF TRUST • l • [)eQ;I ofTMI -Soolhpon Hotel -10(21 fl 3 20141125001447.003 THIS DEED OF TRUST (this "Deed of Trust") dated as of October 21, 2013, is made by Southport One, LLC and Hotel at Southport, LLC, Washington limited liability companies (collectively referred to as "Grantors"), in favor of Seattle Family, LP ("Trustee"), for the benefit of Southport Hotel Eb-5, LP, its successors and assigns, for itself and as Administrative Agent (in that capacity, "Agent") for the Lenders now or hereafter party to the Loan Agreement referred to below (Agent and Lenders being collectively referred to herein as "Beneficiary. I. Grant and Secured Obligations 1.1 Grant. For the purpose of securing payment and performance of the Secured Obligations defined and described in Section 1.2 below, Grantors hereby irrevocably and unconditionally grant, transfer, convey and assign to Trustee, in trust, with power of sale, and with right of entry and possession, all estate, right, title and interest which Grantors now have or may later acquire in and to the following property (all or any part of such property, or any interest in all or any part of it, as the context may require, the "Property"): (a) The real property located in the County of King, State of Washington, as described in Exhibit A, together with all existing and future rights affording access to it (the "Land"); together with (b) All buildings, structures and improvements now located or later to be constructed on the Land (the "Improvements"); together with (c) All existing and future appurtenances, privileges, easements, franchises and tenements of the Land, all development rights and credits, air rights, water, water rights (whether riparian, appropriative or otherwise, and whether or not appurtenant) and water stock, and any Land lying in the streets, roads or avenues, open or proposed, in front of or adjoining the Land and Improvements; together with Capitalized terms used above and elsewhere in this Deed of Trust without definition have the meanings given them in the Loan Agreement referred to in Subsection l .2(a)(iiil below. 1.2 Secured Obligations. (a) Grantors make the grant, conveyance, assignment and transfer set forth in Section I.I above, and grant the security interest set forth in Section 3 below for the purpose of securing the following obligations (the "Secured Obligations") in any order of priority that Beneficiary may choose: (i) Payment of all obligations at any time owing under a promissory note or notes (each and together, the "Note") issued by Borrower as maker and payable to Lender pursuant to the Loan Agreement in the aggregate stated principal amount of One Hundred Fifteen Million Five Hundred Thousand US DOLLARS ($1 I 5,500,000 USO); and (ii) under this Deed of Trust; and Payment and performance of all obligations of Grantors ' DecdofTrusl-Southport Hotel-10/llflJ 20141125001447.004 (iii) Payment and perfonnance of any obligations of Grantors under any Loan Documents which are executed by Grantors; (b) All persons who may have or acquire an interest in all or any part of the Property will be considered to have notice of, and will be bound by, the tenns of the Secured Obligations, the terms and conditions of which are incorporated by this reference, and each other agreement or instrument made or entered into in connection with each of the Secured Obligations. Such terms include any provisions in the Note or the Loan Agreement which permit borrowing, repayment and reborrowing, or which provide that the interest rate on one or more of the Secured Obligations may vary from time to time. 2. Grant of Security Interest. 2. I Security Agreement. The parties intend for this Deed of Trust to create a lien on the Propertyin favor of Beneficiary. The parties acknowledge that some of the Property may be determined under applicable law to be personal property or fixtures. To the extent that any Property may be or be determined to be personal property, Grantors as debtor hereby grants Beneficiary and Trustee as secured parties a security interest in all such Property, to secure payment and performance of the Secured Obligations. This Deed of Trust constitutes a security agreement under the Unifonn Commercial Code of the State in which the Property is located, covering all such Property. 2.2 Financing Statements. Grantors shall pay all fees and costs that Beneficiary may incur in filing financing statements and such other documents as Beneficiary may from time to time require to perfect or continue the perfection of Beneficiary's security interest in any Property and in obtaining such record searches as Beneficiary may reasonably require. In case Grantors fail to execute any document for the perfection or continuation of any security interest, Granters hereby appoint Beneficiary as its true and lawful attorney in fact to execute any such document on its behalf. 3. Subiugation. Any and all of Beneficiary's rights in the Land and/or Improvements may be subjugated to other creditors, at Grantors' sole and absolute discretion. Should Beneficiary's rights be subjugated to another creditor, Granters shall provide Beneficiary with written notice thereof. 4. Fixture Filing. This Deed of Trust constitutes a financing statement filed as a fixture filing under Article 9 of the Uniform Commercial Code in the State in which the Property is located, as amended or recodified from time to time, covering any Property which now is or later may become fixtures attached to the Land or Improvements. For this purpose, the respective addresses of Grantors, as debtor, and Beneficiary and Trustee, as secured parties, are as set forth in the preambles of this Deed of Trust. 5. Rights and Duties of the Parties. 5.1 Representations and Warranties. Grantors represent and warrant that: Dero ofTrus:1-Southpon Hoiel-IOfllfll 2014112500144 7 .005 (a) Grantors, either together or individually, lawfully possess and hold fee simple title to all of the Land and Improvements; (b) Grantors have or will have good title to all Property other than the Land and Improvements; (c) The Property includes all property and rights which may be reasonably necessary or desirable to promote the present and any reasonable future beneficial use and enjoyment of the Land and Improvements; 5.2 Taxes, and Assessments. Granters shall pay prior to delinquency all taxes, levies, charges and assessments against the Property. 5.3 Perfonnance of Secured Obligations. Grantors shall promptly pay and perfonn each Secured Obligation in accordance with its tenns. 5.4 Maintenance and Preservation of Property. (a) Grantors shall not commit or allow waste of the Property. (b) Grantors shall perfonn all other acts which from the character or use of the Property may be reasonably necessary to maintain and preserve its value. 5.5 Releases, Extensions. Modifications and Additional Security. From time to time, Beneficiary may perfonn any of the following acts without incurring any liability or giving notice to any person: (a) Release any person liable for payment of any Secured Obligation; (b) Extend the time for payment, or otherwise alter the terms of payment, of any Secured Obligation; (c) Accept additional real or personal property of any kind as security for any Secured Obligation, whether evidenced by deeds of trust, mortgages, security agreements or any other instruments of security; (d) Alter, substitute or release any property securing the Secured Obligations; (e) Consent to the making of any plat or map of the Property or any part of it; (f) Join in any subordination or other agreement affecting this Deed of Trust or the lien of it; or (g) Release the Property or any part of it. 5.6 Release. When all of the Secured Obligations have been paid in full and all fees and other sums owed by Grantors under this Deed of Trus-t and the other Loan • Deed ofTrust-Southport. Hott:!-1012.l/l~ 20141125001447 .006 Documents have been received, Beneficiary and Trustee shall release this Deed of Trust, the lien created thereby, and all notes and instruments evidencing the Secured Obligations. Grantors shall pay any costs of preparation and recordation of such release. 5. 7 Defense and Notice of Claims and Actions. Granters shall protect, preserve and defend the Property and title to and right of possession of the Property, and the security of this Deed of Trust and the rights and powers of Beneficiary created under it, against all adverse claims. 6. Accelerating Transfers, Default and Remedies. 6.1 Events of Default. Grantors will be in default under this Deed of Trust upon the occurrence of any one or more of the Events of Default defined in Section I 0.1 of the Loan Agreement. 6.2 Remedies. At any time after an Event of Default, Beneficiary shall be entitled to invoke any and all of the rights and remedies described in the Loan Agreement. 7. Miscellaneous Provisions. 7.1 Additional Provisions. The Loan Documents fully state all of the terms and conditions of the parties' agreement regarding the matters mentioned in or incidental to this Deed of Trust. 7.2 Joint and Several Liability. If Granters consist of more than one entity, each shall be jointly and severally liable for the faithful performance of all of Granters' obligations under this Deed of Trust. 7.3 Applicable Law. This Deed of Trust shall be governed by the substantive laws of the State of Washington. 7.4 Interpretation. (a) Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each gender will include any other gender. The captions of the sections of this Deed of Trust are for convenience only and do not define or limit any terms or provisions. The word "include{s)" means "include(s), without limitation," and the word "including" means "including, but not limited to." 7 .5 Severability. If any provision of this Deed of Trust should be held unenforceable or void, that provision shall be deemed severable from the remaining provisions and shall in no way affect the validity of this Deed of Trust. 7.6 Notices. Any notice or demand which is made hereunder shall be given as provided in the Loan Agreement. 7.7 Waiver of Trial by Jury. GRANTORS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION ' Deel ofTrus.t-Somhport H01d-10/2111) 20141125001447.007 WITH THIS DEED OF TRUST, THE NOTE, OR ANY OF TIIE OTHER LOAN DOCUMENTS, THE LOAN OR ANY OTHER STATEMENTS OR ACTIONS OF GRANTORS OR BENEFICIARY. GRANTORS ACKNOWLEDGE THAT THEY HAVE BEEN REPRESENTED IN THE SIGNING OF THIS DEED OF TRUST AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF THEIR OWN FREE WILL, AND THAT THEY HA VE DISCUSSED THIS W AIYER WITH SUCH LEGAL COUNSEL. GRANTORS FURTHER ACKNOWLEDGE THAT (i) THEY HAVE READ AND UNDERSTAND THE MEANING AND RAMIFICATIONS OF THIS WAIVER, AND (iii) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF SUCH OTHER LOAN DOCUMENTS AS IF FULLY INCORPORATED THEREIN. 7 .8 Inconsistencies. In the event of any inconsistency between this Deed of Trust and the Loan Agreement, the tenns hereof shall be controlling as necessary to create, preserve and/or maintain a valid security interest upon the Property, otherwise the provisions of the Loan Agreement shall be controlling. 7.9 UCC Statements. Grantors hereby authorize Beneficiary to file UCC financing statements to perfect Beneficiary's security interest in any part of the Property. 7.10 Certain Matters Relating to Property Located in the State of Washington. With respect to the Property which is located in the State of Washington, notwithstanding anything contained herein to the contrary: (a) Grantors represent and warrant to Beneficiary that (a) the Property is not used principally for agricultural purposes, and (b) the loan secured by this Deed of Trust was not made primarily for personal, family or household purposes. (b) Beneficiary shall have the right at its option to foreclose this Deed of Trust subject to the rights of any tenant or tenants of the Property. (c) To the extent the Washington Deed of Trust Act, as now existing or hereafter amended, or other statute requires that the "fair market value" or "fair value" of the Property be detennined in order to enforce a deficiency against Borrower or any other party liable for repayment of the Secured Obligations, the tenn "fair market value" or "fair value" shall include those matters required by law and the additional factors set forth below: (i) The Property shall be valued "as is" and "with all faults" and there shall be no assumption of restoration or refurbishment of Improvements, if any, after the date of the foreclosure. (ii) An offset to the fair market value or fair value of the Property, as detennined hereunder, shall be made by deducting from such value the reasonable estimated closing costs related to the sale of the Property, including but not limited to brokerage commissions, title policy expenses, tax pro.rations, escrow fees, and other common charges that are incurred by the seller of real property. Borrower shall pay the costs of any appraisals and other expenses incurred in connection with any such detennination of fair market value or fair value. 6 Deed of Trust-Southport Hotel-I0/2 lflJ 20141125001447 .008 (d) ORAL AGREEMENTS OR ORAL COMMITMENTS TO LEND MONEY, EXTEND CREDIT, OR FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. IN WITNESS WHEREOF, Grantors has executed this Deed of Trust as of the date first above writlen. GRANTORS HOTEL AT SOUTHPORT LLC By I MIN LLC, its manager By SECO Development, Inc., its Manager •,ttZ~-~ SOUTHPORT ONE, LLC By 7 [kaiofTrust-Southport Hotel -I0/21/1.) 20141125001447.009 STATE OF WASHINGTON ) ) ss. COUNTY OF K103 ) On this /Ofb day of NDve.mbe.c , 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn personally appeared MICHAEL P. CHRIST, known to me to be the President of SECO DEVELOPMENT, INC., manager of I MIN, LLC, the manager of HOTEL AT SOUHTPORT LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. Signatun: ~~ N. WA-W LS\LI.A Prim Name NOTARY PUBLIC in and for the State of Washington, residing at ~e r,J 'lO N My commission expires '1 ! D l ! \ 8 20141125001447.010 STATE OF WASHINGTON ) ) ss. COUNn' OF kwJ ) On this /Ofh day of Navemher , 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn personally appeared MICHAEL P. CHRIST, known to me to be the member of SOUTHPORT ONE HOTEL LLC, member of SOUTHPORT ONE, LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. ~~. !'r,,,,,,,\\\\\H11, -- .s,'~ \l. WAi..,;_11,, E"~j_$o'ii'"";""'G-''1., Signatutt fflFQ,.o,,.,..,..,._, \ GAAU., N · W A:We..~ ' lo + ·~ 't:l ::. -i fiU ... -Jz::;: PrintName \ C/> \ "va"'\ ;; f? § NOT ARY PUBLIC in and for the State of ~ ~\,, l'.o,•o/. c, = Washington, residing at ~ ION '11 ~ ""'""'"" ~,,t .:'" My commission expires '11 0 I \ 1& 11111 OF W p.9 ,.# _ . . 11,,,\\\\\\''''"'" EXHIBIT A TO DEED OF TRUST Legal Description of Land Lot 1 Parcel A: Lot 1 of City of Renton Short Plat No. LUA-99-134-SHPL, according to Short Plat recorded January 31, 2000 under Recording No. 20000131900006, in King County, Washington. Parcel B: 20141125001447.011 Easements for ingress, egress and railroad crossings as established in recording Nos. 6201855, 6317510, 9902019014 and 200001319000 8 DccdofTrust-Southport Hotel-1Dr.21/l3 WHEN RECORDED RETURN TO: Hotel at Southport, LLC 1883 Lake Washington Blvd. North, Ste. 50 Renton, WA 98056 "II ii 111\l ll Ill II I~ Ii II Iii i~ Ill m 11 ll Attn: Micb1el Christ Document Title: Grantor: Grantee: 20141125001448 FtRST AMERICAN Dl 84.10 PAGE•ll1 OF 112 11/25/2014 14:57 KING COUNTY, UA First Amendment to Deed of Trust l. Hotel at Southport, LLC 2. Southport LLC 1. Southport Hotel Eb-5, LP 2. First American Title Insurance Company Abbreviated Legal Description: Lot 1, Lot 4, LUA-99-134-SHPL Rec. 2000013190006 Full Legal Description: See Exhibit A attached Assessor's Tax Parcel Nos_: 082305-9216-01; 052305-9075-04 Reference Nos_ of Documents Released or Assigned: 2014 111/;,c,c:., I 1.-/ lf 7 FIRST AMENDMENT TO DEED OF TRUST 20141125001448,001 This First Amendment to Deed of Trust (the "Amendment") amends the terms of the Deed of Trust dated as of October 21, 2013 (the "Deed of Trust"), identifying Southport One, LLC and Hotel at Southport, LLC as granters, Seattle Family, LP, as trustee, and Southport Hotel Eb-5, LP ("Beneficiary"). Capitalized terms not defined in this Amendment shall have the meaning given to them in the Deed of Trust. For valuable consideration, the receipt of which is acknowledged, Hotel at Southport, LLC, Southport, LLC, Seattle Family, LP, and Southport Hotel Eb-5, LP, agree as follows: l. Trustee. Seattle Family, LP withdraws as Trustee, and Beneficiary appoints First American Title Insurance Company as substitute trustee under the Deed of Trust. 3129,005 11/06114 -1 -amd 1odm2 tuad\SECO Oevdopment\SooUlport\J-lotcl Sicc\5outhport Hotel EB-.S LP Loan Documents 20141125001448.002 2. Grantor. Southport One, LLC has no interest in the Property, and therefore is no longer a Grantor. Beneficiary releases Southport One, LLC from all liability under the Deed of Trust. The Deed of Trust will continue to encumber the property owned by Hotel at Southport, LLC, which is legally described on attached Exhibit A. The Grantors shall be Hotel at Southport, LLC and Southport, LLC. Southport, LLC is executing this Amendment as a Grantor because a portion of the hotel improvements to be constructed pursuant to the Loan Agreement are located on property owned by Southport, LLC. Southport, LLC agrees that the property described on attached Exhibit B is subject to all terms of the Deed of Trust, as amended by this Amendment. Beneficiary acknowledges that Grantors are currently processing a lot line adjustment on terms previously disclosed to, and approved by, Beneficiary, under City of Renton Lot Line Adjustment No. LUA14-001514 (the "Lot Line Adjustment"). Upon completion and recording of the Lot Line Adjustment, Beneficiary agrees to request reconveyance of the Deed of Trust as it relates to the modified Lot 4 as represented by the Lot Line Adjustment. Following recording of the Lot Line Adjustment, the lien of the Deed of Trust shall continue to encumber modified Lot I, where the hotel improvements are located. In connection with the Lot Line Adjustment, Beneficiary also consents to the recording of such easements and covenants that benefit or burden the Property as are necessary or convenient to permit the operation and development of the hotel improvements on Lot l and office and/or residential improvements on Lot 4. Section 5.l(b) of the Deed of Trust is deleted. 3. Non-Borrower Grantor. Beneficiary acknowledges that Southport, LLC is executing this Amendment solely to grant Beneficiary a security interest in the real property owned by Southport, LLC and legally described on attached Exhibit B, pending completion of the Lot Line Adjustment described above. Southport, LLC is jointly and severally obligated with Hotel at Southport, LLC for performance of Grantors' obligations under the Deed of Trust, but Southport, LLC does not otherwise undertake or assume any obligations under the Loan Agreement, Promissory Note or other documents evidencing the loan from Beneficiary to Hotel at Southport, LLC. Southport, LLC is an affiliate of Hotel at Southport, LLC, through common ownership, and Southport, LLC acknowledges that Beneficiary's agreement to make the loan to Hotel at Southport, LLC constitutes good and valuable consideration for Southport, LLC's agreement to execute and deliver this Amendment, and to be bound by the terrns of the Deed of Trust on the terms set forth herein. Southport, LLC consents and agrees that Beneficiary may, at any time and from time to time, without notice or demand, and without affecting the enforceability or security hereof or of any other Loan Document: (i) supplement, modify, amend, extend, renew, accelerate, or otherwise change the time for payment or the terms of the obligations of Hotel at Southport, LLC or any part thereof, including any increase or decrease of the rate(s) of interest thereon; (ii) supplement, modify; amend or waive, or enter into or give any agreement, approval or consent with respect to, the obligations of Hotel at Southport, LLC or any part thereof or any 3129/00S 11/06114 • 2 -amd.1oi:foQ tre:lJd\SECO Developmmt\Southpon\Hotel Site\Southport Holel EB-S LP Loan Docwncnts 20141125001448.003 of the Loan Documents or any additional security or guaranties, or any condition, covenant, default, remedy, right, representation or term thereof or thereunder, (iii) accept new or additional instruments, documents or agreements in exchange for or relative to any of the Loan Documents or the obligations of Hotel at Southport, LLC or any part thereof; (iv) accept partial payments on the obligations of Hotel at Southport, LLC; (v) receive and hold additional security or guaranties for the obligations of Hotel at Southport, LLC or any part thereof; (vi) release, reconvey> terminate, waive:1 abandon, subordinate1 exchange, substitute, transfer and enforce any security or guaranties, and apply any security and direct the order or manner of sale thereof as Beneficiary in its sole and absolute discretion may determine; {vii) release any Person or any guarantor from any personal liability with respect to the obligations of Hotel at Southport, LLC or any part thereof; (viii) settle, release, liquidate or enforce any obligations of Hotel at Southport, LLC and any security or guaranty therefor on terms satisfactory to the Beneficiary or by operation of applicable laws or otherwise in any manner, consent to the transfer of any security and bid and purchase at any sale; and {ix) consent to the merger, change or any other restructuring or termination of the existence of Hotel at Southport, LLC or any other person, and correspondingly restructure the obligations of Hotel at Southport, LLC, and any such merger, change, restructuring or termination shall not affect the liability of Southport, LLC or the continuing existence of any lien or security interest hereunder, under any other Loan Document to which either Hotel at Southport, LLC or Southport, LLC is a party or the enforceability hereof or thereof with respect to all or any part of the obligations of Hotel at Southport, LLC or Southport, LLC. Southport, LLC represents and warrants to Beneficiary that Southport, LLC has established adequate means of obtaining from Hotel at Southport, LLC, on a continuing basis, financial and other information pertaining to the businesses, operations and condition (financial and otherwise) of Hotel at Southport, LLC and its properties, and Southport, LLC now is and hereafter will be completely familiar with the businesses, operations and condition (financial and otherwise) of Hotel at Southport, LLC and its properties. Southport, LLC hereby expressly waives and relinquishes any duty on the part of Beneficiary to disclose to Southport, LLC any matter, fact or thing related to the businesses, operations or condition (financial or otherwise) of Hotel at Southport, LLC or Hotel at Southport, LLC's properties, whether now known or hereafter known by Beneficiary during the term of this Deed of Trust. With respect to any of the obligations of Hotel at Southport, LLC or Southport, LLC, Beneficiary need not inquire into the powers of Hotel at Southport, LLC or Southport, LLC, or of the partners, members, officers or employees of Hotel at Southport, LLC or Southport, LLC acting or purporting to act on its behalf. 4. No Other Modifications. All of the prov1smns, stipulations, powers and covenants contained in the Deed of Trust shall stand and remain unchanged and in full force and effect except to the extent specifically modified hereby and shall be applicable to all of the indebtedness, obligations and liabilities secured by the Deed of Trust as amended hereby. 3129100~11/06/1'1 .3. amd to dot2 bUd\SECO Dc,·clopmmt\Southport\Hotc:I Sitc\Southport Hotel EB-5 LP Loan Documents 20141125001448.004 5. No Change in Priority. Grantors acknowledge and agree that the Deed of Trust as amended hereby is and shall remain in full force and effect, and that the Property are and shall remain subject to the lien and security interest granted and provided for by the Deed of Trust for the benefit and security of all the indebtedness hereby secured. Without limiting the foregoing, Granter hereby agrees that, notwithstanding the execution and delivery hereof, (i) all rights and remedies of Beneficiary under the Deed of Trust, (ii) all obligations of Grantor thereunder and (iii) the lien and security interest granted and provided for thereby are and as amended hereby shall remain in full force and effect for the benefit and security of all the indebtedness hereby secured, it being specifically understood and agreed that this First Amendment shall constitute and be, among other things, an acknowledgement and continuation of the rights, remedies, lien and security interest in favor of Beneficiary, and of the obligations of Granter to Beneficiary, which exist under the Deed of Trust as amended hereby. 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterpart signature pages, each of which when so executed shall be an original but all of which to constitute one and the same instrument. 7. Governing Law. No reference to this Amendment need be made in any note, instrument or other document making reference to the Deed of Trust, any reference to the Deed of Trust in any of such to be deemed to be a reference to the Deed of Trust as amended hereby. This instrument shall be construed and governed by and in accordance with the laws of the State ofWashin1,'lon. 8. Washington Statute of Frauds. ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. HOTEL AT SOUTHPORT, LLC By SECO DEVELOPMENT, INC., its manager By Mi~President SOUTHPORT, LLC By ::co~, INC., its manager 3129/005 l 1!06/14 • 4 · amd 10 dot2 trcacl\SECO Devclopmient\Soulhport\Hotel Site\Southport Hotc:1 EB-5 LP Loan Documents 20141125001448.005 Michael P. Christ, President {Slgn11tures conh°nued on following page} 3l29/00:5 ll/06fl4 -5· Bmd lodot2 treod\SECO Developme:n1\Southpon\H01el Si1e\Soulhpon Hotel EB-5 LP Loan Docummts 20141125001448.006 SEAITLE FAMILY, LP By TRIPLE COUNTY, LLC, its manager SOUTHPORT HOTEL Eb-5, LP By SEA TILE FAMILY, LP, its general partner By 3129/005 11/06{14 . 6. amd to dot2 tn:ad\SECO DeYc:lopment\Soulhpon\HoteJ Si1e\Soulhpon Hotel EB-5 LP Ulran Docµme-n1~ 20141125001448.007 STATE OF WASHINGTON ) ) ss. COUNTY OF K1 n9 ) On this //Ji& day of Nqvun~if , 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn personally appeared MICHAEL P. CHRIST, known to me to be the President of SECO DEVELOPMENT, INC., manager of HOTEL AT SOUTHPORT, LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. 1 certify that 1 know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. ~=:------ '''''""''"11 Si $'~ f. N. W,1~111 $" ... t,..c; "''"""'1 '''1111,:~ 111. r n .. : F W ~wE.iLI..\ - :~.f,1'0>1~'.',,,~ i ~~-~ _ ii ~oU,JtJ.. \\ ~ Print Name ~ fu ~-•-•• ~ NOTARYPUBLJCinandfortheStateof ~ \ .. ~ J :t: :; Washington, residing at fl,w'i"c:>rJ I WA. \ ~;,..,•, ~-~~~~,./ ~ j My commission expires :_j j c:, 1 I :;>.o 18' ,.,, ~ 11•111\""'y,..~-~~ .;:, 11111 1 OI' WAS~\_,$" ,,,\\\\\\\,,,, ..... 3129/005 11/06/14 • 7 • tread'ISECO Devclopmen1\Southpon\Hotcl Si1e\Southpon Hmcl EB-5 LP Loan DocumentS amd IO dot2 20141125001448.008 STATE OF WASHINGTON ) ) ss. COUNTY OF K, nJ ) On this /()fl, day of Navunber , 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn personally appeared MICHAEL P. CHRIST, known to me to be the President of SECO DEVELOPMENT, INC., manager of SOUTHPORT, LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. ~o~ "''"'"""11,, ~ .::-"' ct N.1114 11,, /'"' ff ~~:,.~oii;-:,'tj,//1~ l..;JM <.£.. vJ 1'-vJ~ :: q•;or.,.. T.o,~~ ~ ~ Print Name = '" ~ \ ~ NOTARY PUBLIC in and for the State of ~ i ... • ... i ., il -. . . "\.O. ~ Ill\ .. z :: Washington, residing at !',.1::;NTt>N 1 vvn. ~ ~., "•i..'" ., ~: '71 I ,,. ~ 'A'';,/;-o,.~~.,....-.._o ii My commission expires o 1~0 I 0 ,.,, ~ 0 %"""''"" ~~ ~ ''11 1 ~ WAs\.\1 ,.,.::-' 11,1""''''''' 3129(005 1111)6114 • 8 • .ernd todot2 tread\SECO tkvelopme,n'5oulhponl.Hotel Si1e\Southpor1 Ho1el EB-S LP Loan DocumffltS 20141 "125001448.009 STATEOFWASHINGTON ) ) ss. COUNTY OF kinJ ) On this /()fh day of Nov1.mb<L , 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn personally appeared MICHAEL P. CHRIST, known to me to be the member of TRIPLE COUNTY, LLC, manager of SEATTLE FAMILY, LP, the limited partnership that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited partnership, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instnunent. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. ~a~;.-.. :\.'''"""'''' ,:,." "NS''' ~C1. . ,, / rrtf:,#-.;.;;·:,·"·'.',, if!.\ s gpaiu ~ +o'o1.t.. \ c::. ~ \a R¥>,C.£ W& w Efl-<-1 I tA I JJ • • ;.&.._ } ~ Print Name ~ ';" c,8 ,,c. lt :: NOTARY PUBLIC in and for the State of ~ ~ •,,,;>:o,.,, O E Washington, residing at RE.r.JToru Lil I\. ,,,,,, 0,:-11~,."·s\J..\~~:ff My commission expires rz f O J !flo ~ 8 . ,,, :!to. ...... 111,\\\\\,,,, .... 3129/005 Ll/06/14 .9. trcad\SECO Oevirlopment\Southport\l-lold Si1~thport Hold EB-S LP I.Aul Docu~ amd lodot2 20141125001448.010 STATEOFWASHINGTON ) ) ss. COUNTYOF k1·n1 ) On this ID±b day of Noue.mbe,,, , 2014, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn personally appeared MICHAEL P. CHRIST, known to me to be the member of TRIPLE COUNTY, LLC, manager of SEATTLE FAMILY, LP, the general partner of SOUTHPORT HOTEL Eb-5, LP, the limited partnership that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited partnership, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. ~ _ .;.. .. ,__../ :0,.,,,,\\\\\\\111 ~ _..,.,'\:J't H. W..~11 1,1 .:!f ~ ,.,,,,,,\\l\111, ,,, 5 f# <L"~~.-.lON ~'i, ~ 'z -~ :.-· -,.,." ..... ~ s· ~ :: ii!! +01"-t_. ,:• ~ ,gna l-~ [" • • • .~ § -'"if!i<:£ \t,.JA-wE..P-'-1 ~ tn: J .o c, J ~ Print Name ~ -' \ "•~' ;,:, :: NOTARY PUBLIC in and for the State of '1 ""~',,j,t"'Of .. '\~,1" f...O ff ~ 111 ,. 0 """""""-~~ ~ Washington, residing at ,o N W l's. 111, ~ WAS~~ ,.$ My commission expireso I ~o l €: . 11,, \\\ \\\\,,,,,,.... ---'Yf-"-1'+-C....C--"-'"'-- 3129toos11{{16114 .10. amd todol2 trcad\SECO DevclopmCl'l1\Soulhpor1\Hotel Site\Soothpoit Hotel EB·S LP Loan Documents 2014112500144S.011 EXHIBIT A Lot I Legal Description Lot I of City of Renton short plat number LUA-99-134-SHPL, according to the short plat recorded January 31, 2000 under recording number 20000 I 31900006, in King County, Washington. 3129/00S 11/06/l,4 -11 -amd lodot2 trcad\SECO Dcvelopmcnt\SoulhJ)Ort\Hotel Site\Southpor1 Hotel EB-.S LP Loan Documents 20141125001448.012 EXHIBITB Lot 4 Legal Description Lot 4 of City of Renton short plat number LUA-99-134-SHPL, according to the short plat recorded January 31, 2000 under recording number 20000131900006, in King County, Washington. 3129/00.S ll/06114 -12-amd 1odot2 U'CO.d\SECO Dcvelopmcnt\Southport\Hotd Site\Soulhport Hocel EB-S LP loan Documents Branch :NCP,User :SCHA KING,WA Document: IDD PRL Order: 704559T Title Officer: JC Comment: Electronically Recorded 20150112001262 SUIIPUFILE P8',}e 001 d 001 01112.12(11502:"9 ' Kl'lg C<:ufy, WA FlrSl American Tit! In5Ul'af'la! c:ompany 318 Stew3rt Street, SUlte 800 Seattle, WA 98101 ..,._ ................ __ PARTIAL RECOIM:YANCE WITHOUT EXTJNGUISHMENT OF DEBT File No: NCS-704559-W,.1 (le) Date: 01/12/2015 The urdmigned • tru:sb:c underthatmtm Deed IJfTrust,. dfte:I OdolMI' 21,200, In whli:h Southport one, u.c Md Hotd at SOuU,po,t, u.c, Waddngbm nnan.t Ha1111itJ ~ IS gnintor and Sol1thport Hotel flta5, LP, 11111UCCmNn and~ for ltNlf and a Ad~ Agant. Is benetldary, reo:irded on Navelllblr ~ 2014, as Aldnr's FIie No. 20141125001447, records d King Coirity, WHhk1gton. • amended bi/ First Amendmert ID Deed or Trust *>Clrdtd on NolfMlbw 25, 2014, as Auditor's Ala Ha. 20141125001441, having reoel¥i$d from the benefldaly Lnla" said Deed at Trust III WJlten iattJ11S1: ID~. does hl!rllby l'llall'M'f, WlthoVtwan'llrrf, to the perso,(s) trltltled thereto all d the right, Ille n:I ~ now tMlkl by said trustee In ard to the property de5ahd n said Oeed,rn,,st.-nKlllfCO.nty,-as,-,, · LOT I OF an OF RENTON SOIJfHPORT LOT UNE ADJUSTMENT NUMRR WA 14- 001514ACCORDING TOntE LOTUNE ADJUSTMENT RECOIIID!D DK!Ml!R 23, 2014 UNDEll. ltECORDING NO. 20141223IOOOlO, IN KING COUNTY, WASHINGTON. Havl"'-rec:dml fn:m the beneftdory under 1111d Trust Dl!ed II written re:p.,est to ~ lhe ,.i ---·--""" ___ .. ......,.,., ...... owing accordng to the tams and mndtions of the promlssofy nole « clher eYld8nc:e of • idmtedl es; hffllby does grant, bllrgan. sel and mmey, tu without any cwerlllRt or Mrn!Ky, expn!lil5 or Rli*d, ID the person or persons legely entitled therelo, al of the estiR hek:I br the undersigned In aKI to sold dc:sol:Jlild psae5 by virtue of said Trust Deed. -r-,z-u :e~ (J) 1STAM Station Id :0178 201Ml112001~2.001 n.oo Page I of! Printed on 1/27/2015 8:46:12 AM µ.. ·.· .. -.. ~~:.··_.:-..••.. _-.' -0 rs: .. !'f •.. ··1-. :~ .. ::.. 11:.!!!·:>:.='or~:; . ·· -_ .;_. '·. . · · .,._, ato Llratff, tr.L~t · ' -, ·.-...... -..i.t.1 atlUt,-pupoaa• ·f11!iit-' . · · . · · "l,iaiiS.9ttuuia 1ft t• Coullt:, of ll11r1, ~di-:... .t.o'lf$V. ,- < ~ ·ac: die ~c lllltnlr or --~m: Lot 1, ..... I, to.,lrl;p' Q ~--lap Slut, V1ll-tte JlniiU,ao; ta.-loK1a 11°51. '05" V••t ai.,. t• •rtb 11.De of •d.il Secti.OJI I, dlil •lltaDU c,f 960.01 fe•t ta t~ llortbea1t -r of thl a.dflat011. St1:1a Pl•nt :PTO?tnJ: nid o::oniar \ldna OQ tlle curving "'esterl:, llomldary af tbe llnrtbtm hdfi.c lai1-, r{&bt of va:,- of ndb.1-l,3U.11 £Mt. fraa ~ tM! center beu~ !°J~r.~;:3:~:: .. :.;;; ~:.~~=1b1:: :,~~·n .. ll••t 102,34 t .. a; to a pof.llt ffl u1JI w•terlf bollfld•1" o! Jlorthun J'acUS.C J.aUv.r l'l&!lt ot way, ,aid point bdng on a cune of udiUII l,3811,68 fMI-f:roa 01ba111:.e t~ cenur heart, Jonb 70"13'59" V.•t: tbnlcc lortbmnte.-ly 11.oRg ws.d cuffllll Mlllllln, ,aa arc laa;tb of 102,78 r:.u ., .... or t.u to t1I& poii:at of be&llllllnc, TbO u,n•nt h 1rant16 on dMi foll-ill& taru ,.... ~oniUti-•: 1. Said N1Mil11y.,m,,! ralatad utLlUU, &hl.11 M ccoutr,,cc,sol 1INI adn· ,dnod n the to~ •x,.nM of the Grffltff and iii. a ,_. •nd _,.......,like -r. 2, Gr.ffl.tao q:reu to aaw •nd hold Gi-utoi-h&rwleu ,,.._ dl 1011 o.- d-.p vhkh .. 7 b6 .diae to tlW • .,.rche bJ craair.ae of the ,1,.bt llu•ifl. sr•aud u,ct {rOII '11 c:l.aiwll for &IICh o...-~ ,,.._._r ae,t., &1111 ut l~l!7 Crmtor If., for all l'Mlh b'u, 4-,,a P4 cl.a&... l1, 'h, ). GHnit.o\" ,., • ...,., tlw rl.Jllt to •M H:1.4 l.., tor it, ~n f>tlrpoHI '""'i. 6 in any wa1, aaol to l,Tao.t tiSbta lo. Hid L..i to otllau, not lm:ond1t,nt with tNI rlSht llardn 1rutotd to lilraau,, aad k•tN "9ffDJ .. u-• all rbk of ton, or ll.aaap, lnc:luiih .. ~ or lo.j111)' u, ,.,.., or co Pl'Of"U7, whlc:h _,. be ,.,.c,aria• IIJ' '-rafl.t•a n-le:L .. !t'oa O..•tor'• uH of uicl bat ...:t iUIY of tn •1Jll-'~11t thlr,on, wMtllllr NU 4 ..... or 1-Jui:y M olue to tM Mlli&eft(:r of Crarnor, tt• .. -rvuu or ..-u, or othltrwt,e, ' 4. Tlw TiallU.MfflJ,y 1raatH lllalL c:<>n,Htl.» and be 1n for«-vntlt -.Cb cS.-p ti. Graataa 1UU ,--'lJ alt-aM1111 tt.. u•• of .. u .-o.lva7, •1 which ,._ alt rt.,Ju:• Nnl• ,.--.mi •u e .... aa .,.. IN::..t~1.-. tllU iHt:-at .... 1-111 au~-w:N 97 tlla JMITLla1 U.ru &Iran wrltua. • ' FILED FOR Rl!CORO ATTIIE REQUEST OF, Pupt Sound llaoliY, Inc P.O. 11m1 9701• OBC-IIN Bellevue, WA 911009-9734 EASEMENT GRAlffl>R Pupt w-,,, lne. ORAll'IB!; ,,,,..Souad EoolJl', Inc. • LEGAL D1:SCJUP110N; SW% of Section l, Towlllhip 23 North, Rqc l l'.ut, W.M. NW Y, ofhc:lloa I, T-p 23 Noni,, Rqc S l'.ut, W.M. FULL LEGAL Df.SCRIP110N ON PAGE; • ASSESSOR'S PROPER1YTAX PAllCELc Ol230l-90ll, Ol230l-9171, 08'30l·9191 For ood m ~oo of Ton Dollan (SIO.OC) ad ochor ,alual,lc COlllidcnlioa. d,c ....,; .. adouftioi...,,ofwllidlubmby-lqod,,....W.....,,,la<,aW .......... ~oo ro-r"-.1.......,......,.. md-to PUOfiSOUND l!NIIIWY, INC., aw.._ co,ponlioo ,._,, bollill), fbrd,c pwpooc1 bcnim« ,ctfiHth, apcrpclllll-ovcr, under, lloag ..... 11111 lluvqh ... -... dclcribod aal pn,pony (d,c"Pn,pcny" bmio) ia K.,. County, W&lbbtp>o A. Oao ood l!lcmic U-.An--,undlr,aloog...,..aodlluvuplUl-nal PflJIICdY.,... pattiaoia.t, deacribod oo .Exlaibit A ("Eacmcol An:a"), for 11,c ...,_ do,mbod m Section I.I. B.Aoooaa-Road.An--,, ldlder, "'°"'"""" ood_,...dlll_ aal lffllllOIIY ..... ..,,;_, _ m, EwbitA, ford,c--bod ia Soolioo 1.2. Said _,nd ____ ... _ .. dlll_oaal __ ,.......... dclcribodooEwbitB . The F.aanmt ARa a ldlllWDCI JfflfRd to bcRinlfter. me "Pn,peny". I. Pu-. Subjecl to d,c-llld-oflhi1 -O-mll ........ rioJ,lto .,.11,c~ii,rlloillluwill-; 1.1 Gu 11811 l'Jettrk Uw.. Tbe callttl'l1Cdoa.operadoa. • I r, n,plir, ...,_ ..,.._ __ ..,.._ad ""*°'moR Utillty-forlbe -of-il1loa,--aod·of--~---.... -· but ... not limiild to; L~--._ .. _ _._wil, c:RIIIUIDI, brw. p)'l m:I ..,,., cklli:rk I IIPlkm aad. dilllibmicia limt: 8btr opdcCllllellldodlerliDN, ....... fadUd.&,r ·j 5 W41,W ......... ..J. IXCIR TAX NOT RE<lllREO ..... __ iw(z,W,f;t .,... •• • -----····--------·------··---------- ligbll, mc:tm, fixturea, aaadlmontt and Ill)' IDcl all Olher facilitia or applJta:lloccl -., ... -to Illy 111d oil oftlle roq...,, IOd b. u-.. -fodlitia.Caodaiu.11-ooblc,, --Uld tnm!inmcn fi>r ol«uidty, pipe,, plp,11-, nuoi111, ._ ....tu;,,. ...-n Uld Wen b pa, ftber optic cab&c Md «be,-H11ea, ClblN mcl fad.l.itia for ccmmuaimiona: ""i-bwiodatpvuad.......i fa<ilitia lOd pod',""'"""· m""'-ft....,, lllldlMalll md my 111d all ocher &cilitie1 or appmtasmca DOCelllll'" or maYmic:nt to Illy IOd Ill of1bo filRloial< Following tbeimtial mmbuctimofall or a portion ofitll)'lfam, Onmcc may, from time IOtime, CONtrucl 11d addilional r.:ilitica • it may ~ for suc:h lf)'llam. 1,2 A«-1 wl Mdr1 mce Road. The CODIINl:lica, opcr.llliOb, D2m'trnNn, repair, ,epllcemcat impmvameat,. fllllOYal, calll'plDCIDt lhd • of• ACUlll llld Mai.,,,...,,... Roal to -... -.......... !Url,i,abmundor,Clt-. mall--formy -... to lbc Property caucd by ............ oflAICb riablat"""' by-. Tbc. 0. 111d fJocaic Line1, IDd die: A.ccell md Mai:rtr n r bid ~ bcmm9cr IOIDCtimcl colloeli,oly '*""'1 to a lbr "lrnpnw«lloola". :L ,...,.... <lmiDI •d -... °"""" 1111111 bave tlle rip! ...... "'"""IOd di.- of Illy 1111d all bnllll, ---· ................ Property, wluc:h mialt inlafm. in-·· opinioa., widl Omirc't lmpm~. 0nntee lhlU U ba¥e lhe ript IO comntl an a cxnimaing lmi1 lllldby,r,yp.-and .....a:bk -.lbe-11-llldpuwd,ofbnlll,, --- vepC,doa.ci dtr-Pn-paty, Graatcc lbaU be n,apon,ible tor die m9d 1m£c ofdw: lmprovcmcntt 3. t,-!l**111e,-.0natoe r111111111 .. ,,,.....,.,..._ ............ 10c1 ~.r •y...,ioaO:d_lbe....,.rty..toidicould,lo_.. .... i ......... -w;d,or_, -.. -··-· 0.-.ml( priorlotlle-ofaud,ript, idmllifylUCb-and mlN a ,-omble effort 10 give Ormlorprior notioc Iba IUda tle:cl MIi be aat.1rimmed. removed or dilplllOd of("""" lhll Olmloo oball hove no ollllplioo to idallify ""*-orp,.Oimlor aud, prior notice whm tmal lllll ad. trimmed, nmovcd or Olbarwi• di.lpoNd of iii tapouc 10 ~ COlldidoAI). Chmlo," amll bt mlidod to IO J 11111 for nN Qll,, kiauaed, RIDOWld otdupotod of ...,..,.rort11e10tu11 nwtet voluoofme,c:bm...,.....,ba-(if111y) wtllld ...,,'8d _tlle Pmpmty by --.. GrlAlu'I UIO af tbe P.._ty. OnolOf --lbe riat,t ID UK lbc Property for .. y pwpo,e ,.. i• ·s--e willltlle rigbll bonoia..-, ,-idoddaO-IOIII --or-111y bulWilla, -•-abjoctoo lboPmpmly,md-lball doaobllltilfl-.llWD 300 ... of --·---·1p11orw_........_ s . .-,..a-_ .. ~--llldaplmlliallltyiDeurndbyo- ""_,Kof0-'1~1nlbo.-.rt11erfal,ll11on1D..-toO-.bul-.. bonoia tball .,....a-to llldooullti--lbtMp:,rtlooofaoy m ll,lijflly-totbo ...i...,..ora-.. 111o-.6-of-.. ,. M1mdvr• 'Ille dtl*.-.,...111111..._ ad -*lillt•OIW-ao oaetbo,-lbrapmodoffm(SJ-,-.lawbldl.-du-~--mld.Udptl--,IOd-,..,,__.......,.., .. ,_ ... _,..,_ ..... r.-.. . 2 -.,.,, (2 I • • ------·-----------~ ------- -lho-of<lamar,providod, ...... --tblllbedeemecl10ba .. -by ,_,,, oro-, fll""' 10 ialli.,lly lmooll "'-· on lho Pn,paty widlUI 111y poriod oflimo fiom tk:.dmbinof. 1. S.-...S Amps. Ganlectblll bave Ibo ripl 10....., aportiooo,olhonvilo tnmfi:r "'Y oull oflll ria(u, bom611. privilop md .,,._. wioa m md .a>dortbit-. Widiout limmGA lho ...,.nllty oflho .......... lho ripll md ollliptiom of lho podia ,hall ;nu,. lo Ibo bonofit of IOd be lrindia& upon lbeir rapccbve IIKXlCUOII ad allipl. ORA1'fl'OR .....,.w ....... 1nc. BY /j).J ITS Pialdcat STA'IBOPWAJHINOTON COUN'IY OF ,/t'.,111 ', --- ) ) u ) 1999. .,. • • . ~--. ·--···-·-·----·--·---··-- '111AT PORllON OPOOVlll1IMIINTLOTS I AND21N SIICllOII I. "IOWMIHIP 23 NOlffll. IIANQll 5 BAIT, W .M., IN111BalY Ol' UNl'IIII, CXIIJN1Y Of KING. rt A Tl! OF WASIIINOION. AND ALL 'IHOSll l'OR1'0lll oruo WA.IIIIIIOTON SIIOU Ula)$ PRO!mNG ntJ!IBON..,uL IIDD1AlmCUUILY DEICIJRBP M l'OLLOWS: cOMMl!NCINOAT111B-Tlll!AlrCOINIII.OfGOYIIIINNIINTLOT I. SECTION I. TOWNSIID' 23 NOi.TH, IANClll ! WT, W.M., IAID POINT BEING 1111 NOXIHWIIST COINl!I.OI' THE-'.IIIBAIT QUAUB1 Of IAID IIICl10N I; 1HBNCI! WlilTIIIILY ALONG nm-m UNl!Of SA:111 OOYmlMBNTLDT I .AND SUCH LIN8 PIODUa!II WESl'l!IILY 9593! fllllT, 10'111! WIIS19LY MAIOIN Of BUIILINCJTON NOl.1111111N HD IO&J> COMPANY'I IIIOKl"Of WAY (IIOalllllLY-liliiN PAClflC JWLWAY COMPANY'I LAD WAIIIINORIN LiNi!) AND 111Bntll! POINT OF IIIOIIININO; 1Hl!MC£10l1D1111LY ONAalRYl!TD11tBUlllT,ONIAIDWIS1DLYMAm!NOf BUILINl11UN NOR'iim lilLIIDAD COMPAMY'I IICIHT OF WAY, ntB L\IJllll JOINT OF WHICHBIAU NOl.'Dl74'JI' Ol"WIIIIT, IAIDCURYl!HAVINOALUIIUS OP IIIUIPEET, lltllOUOH AN 1NCLUDED ANOUIOF 4' 14' 26" PORAND AX Ll!NOffl OF 102.ff PEET (IOZ.76 l'IIBTOIOI.D --~ Tfll!NCI! 10111H 75•44• 11• WBIT:140.1U11BT; THENCE NOll'IH 4'' ! I' GI" BAST :IJ2.M 111T; 1H&NCII IOIIIH U' 41' "6" 8AITM.3J l'IIBT,i~l]E fflll!JIOOO Of BIOINNlNO, CONTAINING ll,2J7ICIIJAll111TOI.OAI, ...... ~at-llaf~:rs I LIIU.MI t ·-J.UA,0.176,-lo Kms~. W ....... --IIIOZOl!IOl4 . --• 4. • ··-'-·--····-·----------. ·---"-•------··--··· •.•....... Palteb A aod C of City or-. Lot Unc Adj-Giil nwnber LUA 91•116, n:ooolcd in Kioa UlWlly, W..iw.,t,,,, omd<r Roconlina Nllrnbor 9902019014 . --• j. .... ... • ~.:,_;. .... AFTER RECORDING RETURN TO-· Return Address: City Clerk's Office City of Renton 1055 South Grady Wil.y Renton WA 98055 20051021000896.~~ -,,11111111111111 20051021000896 ijt,ri arlt EAS 44.88 18 1/21185 \8:27 KI G COUNTY. WA GRANTOR: GRANTEE: PEDESTRIAN WALKWAY EASEMENT AGREEMENT SOUTHPORT, LLC, a Washington limited liability company CITY OF RENTON, a Washington municipal corporation LEGAL DESCRIPTION (Grantor Property): ASSESSORS' TAX PARCEL ID NO. (Grantor Lot 4 of City of Renton Short Plat No. LUA-99-134-SHPL, recorded wider AFN 20000 l 31900006 Additional Legals on pp. I 0-13 Property): 082305-9216 REFERENCE NO.: -Nit< ;)..DOS-0/J::? ·-;..·. 20Ub"!I_I.:! !I_Jl_ll_l.i:i,l!,li:,.!~··!. THIS PEDESTRIAN WALKWAY EASEMENT AGREEMENT (''Easement''), effective this ~ day of (}e;f;t,fw, 2005, is made by and between SOUTHPORT, LLC, a Washington limited liability company ("Grantor"), and CITY OF RENTON, a Washington municipal corporation ("Grantee"). RECITALS A. Grantor is the owner of real property located in King County, Washington legally described on Exhibit A attached hereto (the "Grantor Property''). B. The Geoe L. Coulon Memorial Beach Park, a municipal public park operated by Grantee, is located northeasterly of the Grantor Property (the "Parle"). The Park contains a public walkway, a portion of which is along the southern shoreline of Lake Washington (the "Walkway"). C. Grantee desires to extend the Walkway from the Park across a portion of the Grantor Property. D. Grantor has agreed to grant an easement across that portion of the Grantor Property depicted on Exhibit B attached hereto and legally described in Exhibit C attached hereto (the "Easement Area") for the purpose of operating and maintaining a public walkway for pedestrian use subject to the terms and conditions set forth herein. AGREEMENT In furtherance of the Recitals set forth above, which are incorporated herein by reference, and in consideration of the mutual promises and covenants set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: I. Grant of Easement. Grantor hereby conveys and quitclaims to Grantee a perpetual, non-exclusive easement over, across, and upon the Easement Area for the purpose of operating and maintaining a public walkway for pedestrian use. 1bis Easement shall include the right to access by the Grantee (including its employees, agents and contractors) over the surface of the Easement Area as necessary for the Grantee to satisfy its maintenance and repair obligations as set forth in Section 6, including inspection at reasonable intervals. 2. Reservation of Rights. Granter reserves the right to use the Easement Area in order to construct, maintain, operate, or repair any of Grantor's improvements and/or uses on the Granter Property. This reservation shall inclnde, but not be limited to, the right to: (a) to maintain, inspect, repair, replace, and operate any below-ground utilities located now or in the 2 ~------------~~::,vw~-~•~·c"."-· ,ol.ft.lU'l.ftn,.. - future within the Easement Area; (b) to temporarily block or interrupt access to the Easement Area for vehicle loading/unloading, deliveries, maintenance vehicles, and/or emergency vehicles; and (c) to block access to the Easement Area for up to 24 consecutive hours, or longer with the prior written approval of Grantee, for special events on the Grantor Property, including, but not limited to, concerts, weddings, and conventions. The reservation set forth 1n subsection 2(c) above shall apply only until the City or a third party designated by the City completes construction of the Sam Chastain Waterfront Trail extension trail between point A and point B as shown on Exhibit D hereto, and only so long as such trail remains open to the public and is maintained in a good and functional condition. Grantor further reserves the right to use the Easement Area for any other purposes not inconsistent with the easement rigbts granted in Section 1, provided that such other uses do not unreasonably interfere with Grantee's use of the Easement Area. 3. Limitations on Easement. The easement rights granted in Section I above are further limited as follows: A. The easement rights granted herein may be exercised only during those hours when Gene Coulon Park is open to the public, as may be modified from time to time. B. The easement rights granted herein are limited to pedestrian connectivity only. Such rights do not include any rigbts of assembly, speech, demonstration, or petition, and does not authorize exhibiting any placard, signs or notices, distributing any circular, handbill, placard, or booklet, soliciting membership or contributions, parading, picketing or loitering. C. The easement rights granted herein do not include the rigbt to ingest, sell or distribute alcohol within the Easement Area. D. Except as provided in Paragraph 6 below, Grantee shall not have the right to make any temporary or permanent improvements, including installing landscaping, benches, signage, or other above-grade structures, within the Easement Area without the prior written consent of the Grantor. 4. Improvement of Easement Area. Grantor shall be responsible at its sole cost and expense for designing and constructing an at-grade pedestrian walkway over the Easement Area. Grantor plans to construct the pedestrian walkway 1n two phases. As of the date of this Easement, Grantor has already constructed a temporary paved pedestrian walkway within the Easement Area ("Temporary Walkway"). Grantor agrees to replace this Temporary Walkway with a permanent walkway ("Permanent Walkway") in conjunction with developing the Grantor Property consistent with future site plan approvals for the Grantor Property. 3 -------------:~:;;v,;;vv:;-. ~.v~~::::;::.:: 5. Restrictions on Easement Area Improvements. The parties agree that any improvements to the Easement Area, including both the Temporary Walkway and the Permanent Walkway, shall be designed to be consistent with Grantor's use of the remainder of the Grantor Property and any other properties owned by the Grantor abutting the Grantor Property. 6. Maintenance of Easement Area. Grantor shall maintain at its sole cost and expense the Temporary Walkway in a good and functional manner. Grantor's obligation to maintain the Temporary Walkway shall terminate upon the replacement of the Temporary Walkway with the Pennanent Walkway in the Easement Area. Following Grantor's construction of the Permanent Walkway on the Easement Area, Grantee shall assume responsibility, at its sole cost and expense, for maintaining and repairing the Permanent Walkway. This responsibility shall also include the obligation to replace the Permanent Walkway, as needed; provided that, Grantee shall submit its schematic plans and construction details for any proposed replacement of all or any portion of the Permanent Walkway to Grant or at least sixty ( 60) days before commencing construction, and Grantee must obtain Grantor's prior written consent to any such plans and details before commencing construction. Grantee's maintenance, repair and replacement obligations shall be performed consistent with the following conditions and restrictions: A. The Grantee shall maintain the Permanent Walkway to a level consistent with the quality of other improvements on the Grantor Property, but in no event shall that level fall below the standards for other pedestrian walkways maintained by Grantee along the Lake Washington shoreline and/or other parks owned or managed by Grantee. B. Grantee shall perform all maintenance, repair and/or replacement work in a careful, workmanlike manner, free of claims or liens. C. Grantee shall perform all maintenance, repair and/or replacement work in a manner so as not to unreasonably interfere with the use and enjoyment of the remainder of the Grant or Property. D. Grantee shall perfonn all maintenance, repair and/or replacement work in a manner so as not to unreasonably block pedestrian or vehicular access to, from and/or across the Easement Area by the Grantor, its successors, assigns, lessees, sublessees, tenants, subtenants, invitees, employees, contractors or agents. E. Grantee shall perform all maintenance, repair and/or replacement work in a manner so as not to block any views from the Grantor Property of Lake Washington without first obtaining the prior written consent of the Grantor. 4 LUU:>"! IJ[! I_Jl_ll_li,~. -~---- F. Grantee shall perform all maintenance, repair and/or replacement work in a prompt and timely manner. Once Grantee has initiated any maintenance, repair and/or replacement work in the Easement Area, Grantee shall continue such work through completion without any unreasonable delay. The foregoing shall not prevent Grantor from also maintaining portions of the Easement Area if Grantor elects to do so (but without any obligation of Grantor to do so). 7. Relocation of Easement Area. Grantor shall have the right to relocate the Easement Area from time to time in connection with a general improvement plan for the Grantor Property, provided that the new location of the Easement Area shall be no more than 20 feet from the location set forth in Exhibits B and C, and shall be sufficient to serve the Grantee for the same puiposes and in the same manner as the location designated in this Easement; and provided further that the Grantor shall not block or close access to the Easement Area depicted and legally described in Exhibits B and C until Grantor has opened the relocated easement area to the public for use as a public walkway for pedestrian use. Grantor shall perform any such relocation at its sole cost and expense. Upon such relocation, and at the request of Grantor, Grantor and Grantee shall amend this Easement to specify the new location of the Easement Area. 8. Easements Run with the Land. The grant of the foregoing easement shall run with the land and inure to the benefit and be binding upon the successors and assigns of Grantee and Grantor, respectively, and shall bind the Grantor Property as the subservient tenement and benefit the Park as the dominant tenements, for so long as the Park remains open to the public. 9. Breach. In the event of any breach or threatened breach of this Easement by the Granter or Grantee, the non-defaulting party shall have the right to sue for damages and/or for specific performance and/or to enjoin such breach or threatened breach. 10. Risk of Damages. Any use of the Grantor Property, including the Easement Area, by Grantee, or its successors, assigns, lessees, sublessees, tenants, subtenants, invitees, employees, contractors or agents (the "Benefited Parties") shall be deemed to be at the risk of the person or entity using the same, and Grantor shall not be liable or responsible for any damage to property or injury to person or loss of life that may result to Grantee, and/or the Benefited Parties, or any other person, except to the extent caused by the gross negligence of the Grantor, its agents or employees. Grantee and/or any of the Benefited Parties shall not commit waste or create or permit nuisances on the Easement Area. Grantee accepts the Easement Area in its present condition, "AS-IS," and Grantor shall have no duties to Grantee, except as provided in Sections 4 and 6 above, regarding the condition of the Easement Area. Notwithstanding the foregoing, this Section 10 shall not apply with regard to any defect(s) in the Easement Area existing prior to the date on which the Grantee assumes responsibility for maintaining and repairing the Permanent Walkway pursuant to Section 6 above, which are known to the Grantor, but not known to the Grantee and not disclosed by the Grantor to the Grantee. 5 11. Indemnification. Grantee hereby releases, indemnifies and promises to defend and save harmless Grantor from and against any and all liability, loss, damage, expense, actions and claims, including costs and reasonable attorneys' fees incurred by Gran tor in defense thereof, asserted or arising directly or indirectly on account of or out of acts or omissions of Grantee in the exercise of the rights granted herein and/or in connection with or arising from the use of the Easement Area; provided however this paragraph does not purport to indemnify Grantor against liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the gross negligence or willful misconduct of Grantor, or its agents or employees. If a court of competent jurisdiction determines that this Easement is subject to the provisions of RCW 4.24.115, the parties agree that the indemnity provisions in this Easement shall be deemed amended to conform to said statute and liability shall be allocated as provided therein. 12. Insurance. Grantee and/or its contractors, employees and agents working on the Grantor Property or Easement Area shall maintain in full force and effect during the term of this Easement a policy of commercial general liability and property damage insurance related to the Easement Area and the City's use or occupancy thereof in a form acceptable to Grantor and with a minimum limit of $5,000,000 per occurrence under which policy the Grantor is an additional insured. 13. Hazardous Materials. In no event shall·the Grantee store, dispose, release, or discharge from, or otherwise use any "Hazardous Materials" or other wastes or substances on the Grantor Property or the Easement Area. "Hamrdous Materials" means aoy (a) petroleum products or by-products; (b) all hazardous or toxic substances, wastes or materials or pollutants, including hazardous substances as defined by §101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and/or the Washington State Model Toxic Control Act, RCW §70.105.010, as amended; and (c) any other chemical, pollutant or material which is regulated by any federal, state or local governmental agency or authority under any environmental laws. Notwithstanding the foregoing, Hazardous Materials shall not be defined to include fuel or lubricants necessary for the operation of Grantee's maintenance vehicles, inspection vehicles or maintenance equipment, provided that such materials are used in accordance with any and all applicable Hazardous Material laws, and are handled in a reasonably prudent manner. 14. Termination. In the event Grantor has not begun development of the Grantor Property pursuant to final site plan approvals within fifteen (15) years from the date of this Easement, all rights granted by this Easement shall automatically terminate and be of no further force and effect. Upon such tennination, Grantor may record notice thereof without the joinder of the Grantee. 6 ~vu:,, VL ! ,_ .. _ .. _ .. _•-:>~-~ 15. General Proyjsions. 15.1 Notices. Any notice, request, approval, consent, or other communication required or permitted to be given by any party to any other hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or by overnight courier; or received following deposit as prepaid certified mail (return receipt requested) with the United States Postal Service; and addressed to the appropriate party at its address set forth below, or at such other address as such party shall have last designated by notice to the other. GRANTOR: c/o Southport, LLC 1083 Lake Washington Blvd. North, Suite 50 Renton, Washington 9805 6 GRANTEE; City of Renton 1055 S. Grady Way Renton, Washington 98055 15.2 Attorneys' Fees. If any suit or other proceeding is instituted by any of the parties to this Easement arising out of or pertaining to this Easement, the substantially prevailing party shall be entitled to recover its reasonable attorneys' fees and all costs and expenses incurred from the substantially nonprevailing party, in addition to such other available relief. 15.3 Entire Agreement. This Easement constitutes the entire agreement of the parties hereto with respect to the matters dealt with herein, and supersedes all prior correspondence, agreements and/or understandings, both verbal and written, not contained in this Agreement. This Easement shall not be modified unless done so in writing and signed by both parties. 15.4 Governing Law. Th.is Easement shall be governed by and construed in accordance with the laws of the state of Washington. 15.5 No Abandorunent. Failure to act by either party under this Easement shall not constitute abandonment of the Easement. 15.6 Severability. The invaiidity of any provmon of this Easement as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 7 ~Uu::n VL ! ,_ .. _.,,_.,:,~,:;.-~ IN WITNESS WHEREOF, this Easement is executed by the parties, intending to be legally bound, effective as of the date first written above. GRANTOR: SOUTHPORT, LLC, a Washington limited liability company STATE OF WASHINGTON ss. GRANTEE: CITY OF RENTON, a Washington municipal corporation By:~~-W~ Name:Katy Keolker-Wheeler Its: Mayor Attest: ib.-n LL 'J. v/al;I;,-,,..; Bonnie I. Walton, ~Cit• G](erk····· .. ~ ;.:~···::;·.··.:~-.~~/·· ,.,, c( . -.. . ; q:;; •l-I • I ,t / • u..~ . . ....... -· ... COUNTY OF KING \ O\ ,~ i •' . .,~, . .. t' c., .. ./. ·~-.... ~' ...- I certify that I know or have satisfactory evidence that Michael P. Chrl{r°4f~on who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the President of Seco Development, Inc., a Washington corporation, the Manager of SOUTHPORT, LLC, a Washington limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrwnent. Dated this __ ~/_S_f-___ -=-'Pday of 'f'~ , 2005. ,,,111111,,,,, t/vvLI,._, ~ ~ ~,,, s~ L. co '';.. .f ~I'~~-<\ (Signpre¢Not"fY) ~ fv ~or_.,-? \1;, ~ L-. Go { L I YI<; : ~~·-:.,. ! : (Legibly Print or Stamp Name of Notary) -~ .o. I • ~ ~ vellc ~ :: Notary public in and fo[ the state of Washington, \. o,._''·";!!. ... '(;P,.? residing at Bof:h e{I ,,,,, WAS\-ll~ ,,,,, t j '7 0 (o ''"'""''' My appointment expires .,., ' 0 8 "-UUVIVL••-••••••.•·-••_·-- STAIB OF WASHINGTON ss. COUNTY OF KING I certify that I know or have satisfactory evidence that /(a.fhy /{eo/Ku-klheder is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the />1a.yor of CITY OF RENTON, a Washington municipal corporation, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this ___ .=5_-tli _____ day of_~O...,..ab .. MUr.,)"'-"--"'=----·' 2005. (Signature of Notary) "'BOl'll1i'e. .:t. \va_f+on (Legibly Print or Stamp Name ofNotary) Notary public in and for the state of Washington, residing at ::Renton My appointment expires ol 4-:1.00b 9 EXHIBIT A TO EASEMENT AOREEMBNT LegalDe1mi.ption of Gran tor Property Lot 4, City of Renton Short Plan No. WA-99-134-SHl'L, according to the Short Plat recorded January 31, 2000, nnder AFN 20000 I 31900006, in King County, Washington. -----------::~==~·--· -----·--· - EXHIBIT B -LOT 4 TO EASEMENT AGREEMENT e BUSH.,_!!)ED & HITCHINGS, INC. CML l:NUINEERS & LAND SURYEVOR!I 2"119 MWCR --E. (208) 323-4144 SQlTLE, WA 1181~13 BAH JOB NO. 990M.11 ~10-05 .R£¥1SEO 7-13,.05 PEDESTRIAN WALKWAY EASEMENT SKETCH PREPARED FOR: SECO DEVB.OPMENT, JNC. SOUTHPORT PROJECT 2uutn u"·1 uuuo~o.U 1 - EXHIBIT C .. LOT 4 TO EASEMENT AGREEMENT DESCRIPTION PEDESTRIAN WALKWAY EASEMENT THAT PORTION OF LOT 4, CITY OF IU:NTON SHORT PLAT NO. LUA-99-134- SHPL, RECORDED UNDER RECORDING NO, 20000131900006, RECORDS OF ~ING COUNTY, WASHINGTON, LYING WITHIN A STRIP OF LANO 12.00 FEET IN WIDTH, THE NORTHWESTERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY CCRNER OF SAID LOT 4 THENCE SOUTH 43•07•33" E:l\ST 7.00 FEET ALONG THE SOUTHWE:STERLY LINE THEREOF TO THE TROE POINT OF BEGINNING OF SAID LINE DESCRIBED HEREIN; THENCE NORTH 49°00'13" EAST 22.78 FEET; THENCE NORTH 46.23'46" EAST 66.94 FEET/ THENCE NORTH 46°35'54" EAST 40.39 FEET TO THE NORTHEASTERLY LINE OF SAID LOT 4 AND THE TERMINUS OF SAID LINE DESCRIBED HEREIN AND FROM SAID TERMINUS THE MOST NORTHERLY CORNER OF SAID LOT 4 BEARS NORTH 43'22'06" WEST 7.01 FEET DISTANT. THE SOUTHEASTERLY LINE OF THIS EASEMENT SHALL BE SO SHORTENED OR LENGTHENED SO AS TO MEET AT ANGLE POINTS AND TERMINATE IN THE SOUTHWESTERLY AND NORTHEASTERLY LINES OF SAID LOT 4. SITUATE IN THE CITY OF RENTON, KING COUNTY, WASHINGTON, LYING IN THE SOUTHWEST QUARTER OF SECTION 5 AND THE NORTHWEST QUARTER OF SECTION 8, TOWNSHIP 23 NORTH, RANGE 5 E:l\ST, W.M. SECO DEVELOPMENT, INC. SOUTHPORT JOHANN G, WASSERMANN, P.L.S. BRH JOB NO. 99036,ll MARCH 10, 2005 REVISED JULY 13, 2005 BUSH, ROED & HITCHINGS, INC. 2009 MINOR AVENUE EAST SEATTLE, WA 98102 {206) 323-4144 ._vv.,,,v""'"'"'"._..,..,. .... EXHIBIT D TO EASEMENT AGREEMENT ' i I ! u • i ~ ~b I ! i - J.~ I 'g ' ' 3~ ~ ! ;i • ' ~~ I ' i ! •i ~ I ' :I ; ' ! .-' i ~ ~ '• g ! ' < ~i ' ~ e ' ! co i .. ' ' ~ i ,, I 1 ~ 6~§ " ~ ~;~ • ~ ' .. ~ •c,~ i l \ gi C o,, ' ~ '1,· " ' ~ ~~ ' ' " ;::,.,! 1 l c§ ~ 3:iti a 0 ..;!:I 0 i ·. ~ i' !, ~ w ~z ~ iii~ ::, zZ oI a "" ~~ " ,. w oz z i~ :J ww g .. ~ -? ' .,. "' 8 sf >-<( z < ~ ::, 2 ~ e \ii "' ~ ::, "' ~ 2 as ::, z ~ LI a<'.'. z. . =' /t·-~·: LL ~ 2 () .,-z ··('.\· .. &! ('.:: '-"" J:: a·, >- D ::, /: 0 ··.'[) D ~i £.,~ 1'>! .,_ ~t~ ~;o:: wz<>-~!t"~ i i!:~,.o ' ~~~ " ~~~~ " ,a! c z ci ~~~ Q r=;;g;c 0 z ~gi:, ,a< !~i ~ " ~h; , id~t ~~~g ~~~ 0 ~ ; ;~~ u ~~! o'<"-""~· l:)j: i.l;o;b~ j:~~i ~~b ' ~ ;w3!,. Jg,i! §;~ lj\ " :: ;i~~ ''i ~ "->-z"' ;s3 i';"i!:" ~~~i!: i . [~.;~ ,!=~~ .:· ~!~~ ' ···~trf~·-: .... _ .. _.1·,·· ·'s' ::..,'i!Jj ~-w~i"-~ ~! "i::!:i.,, I ' ' !5§h ' i!F«F:. 0 =~., I .,,..,d!!' -~ ~,o., ' ···--~:~i ·: :~i:~ L ' §~!!~ ' ~~~ 0 ~~I.ls h. .gii~ ' ~l:lloiO~ I . ~~1:~_; ii """"z·-~~§'\·.: ill I i IH '1 ==&!Ii: ,,,~ i -O't ~ I~ ~~_::i;.~ ' -"'!' ~ ~ C. e ' ' -N· ·ue-• ' ' =~!~-L, ~ o e ' ~8~ ~·~ti § 0 §"' ~ ~ ~ ~ " ' --.11!!:t j! a -.... ,,1 0 ~~€1~! /c " i ,s::, J\ "' (ff :;;] § ~ u "' u' ·-"' 'a: • "' 0 " ' ' • ~ 5 s " " • ' ~ ' i ij- ·" ' ~ ' 8 ! I ' 8 ! ! ~ r : ~ ·,1 .... l >l:,. .1 ii'··· .... :'l ~ .. : I I I § '"6-i\·,.-.. _. ~ tll ii~ 6 " .2 ... ~ g g ~ a 'i . C j:~ z ili [~ ·,. I _J -.. C -:~. 'j;l ;; ' . j'..f .. 0 e .:r·~ :i z ;; :l ! [,\, -.~. ~ O O· i w (ii'!'}.• 0 > ..:):. ,a;_._§ §~-~- I-er, __ ::.g~ •· !!l ~ ~iiI !1 o· ' "'~ .o $ " <{ijfl • s ~ e .. Ii ~ ' 'z " 0 z w gz :; "~ I;; •o z• :, OI , ·-0 ~~ " ~:;t w <O z "' :J ww g '" 5 0 ~ Branch :NCP,User :SCHA Order: 704559T Title Officer: JC Comment: Station Id :0178 K!NG,WA RETURNAPPRESS: P1J9M Sound Energy, Inc. Atln: ROW Dopulmant (Al!MI PO 11oz 170:M / EST.ffW -..,., WA 98009-9734 • PUGET SOUND ENERGY REFERENCE,: GIWITOR (Owner): S0l1THP0RT, LLC. 1111111111111111 20141231000755 PUGET SOUNJ EN EAS 74.MI pQGE-11\ OF H3 12/31/2114 12:17 KING COUHTI', UA EASEMENT EXCISE TAX NOT REQUIRED King County Raards ~ By mJ.. Cep\Jly ORIGINAL GRANTEE (PSEt: PUGET SOUND ENERGY, INC. 2014'12:!1000755.001 SHORT LEGAL: Portion ol Lot,, Renton S.P. No. LU~1)4.SHPL. K.C. Rec. No. zt0D0131to080I ASSESSOR'S PROPERTY TAX PARCEL: Dt2305-t210 For end In consldendlan of good end valuable consideration. lhe rectlpl and BUfki8ncy r;,r whlc:h are hereby od<no¥,ledged .. SOUTHPORT, LLC, a Wahington llmltlHI llablllly compan~_ro-,r-heroln~ hereby grants and oonve,g ~GET SOI.IND ENERGY, INC., a WmNngton corporatlo,,_r,PSE" here11~ for lhe purposes described belcwi. e nonexctuatve pel1)8tual easement over. under. eking across ind through the1ollowlng descrfbed ,.., _ (lhe "Pn,perty" -nt"' l(;ng County. Washington: LOT 4 Of CITY OF RENTON S.-T PLAT NUMBER LLJA..tt.114-SHPL, ACCORDIHG TO THE SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NUMBER -131900008, IN KING COUNTY, WASHINGTON. Except as may be -set fol1h he'""1 PSE's ,tghls 8hal be •-od upon that ponlon of lie Property re-,m. .. Asee" herelnldescribod .. -: An Easemen1 Area T•n (1DI fetlt In width having Five (!i) fNt of such wldlh on each aide of a eentertlne described asfoaowa: THE CEN'IEIUJNE OF GRAN'T&E"I FACIUTIES Al NOW CONSTRUCTED, TO BE CONSTRUClED, EXTENDED OR RELOCAta>, LYING Wl'lllN THI ABOVE DEICRl8ED REAL "'°"ERTY' TIU EASe:MENT DESCRIPTION MAY 8E SUPERSEDED AT A LATER DAT! Wlllf A SURVEYED LEGAL DESCRIPTlON PROVIDED .BY GRANTOR AND WIU. 8E RECORDED BY GRANTEEM AN AIENDIIENTTO THIS EASEMENT. 1. PllfpGM. PSE ahaH have the right IO t,l&e the Euament Alm lo c;:onsln..ld. OPtl'tlte, maintain. Nlpa#'. replace. lmproye. rerno\ltl, upgrade and extend on& or fflOl'll ulility systems for purposes of 1 trt11Smilsion. dlstribl.tlon and sale of gas and electric:ity.1 SUch sy&lems may Include. but are nol llmfted to: UG Gas & E1tc:tr1o Eaemtlll. 2013 WO# 105075328/ 107049100 I RW-oe9744 I Hotet at Soult1l(III Pago 1 ol3 Page I of3 Printed on 1/27/2015 8:45:52 AM Branch :NCP,User :SCHA Order: 704559T Title Officer: JC Comment: Station Id :0178 ,j KING,WA 2014123100075S.002 Underground facWUes. Conduits. lines. eabSes. vaults. s¥tttches and trans.formart for electricity; pipes. plpeDnes. mains. latltrals. conduits. regulatonl. gauge. and l'Ktifiers for gas_ fibs gptic cable .ft 01her tines. cabl8t and fadlltles for cornmurieationl; .seml--burled OI' ground-mounted fecllties and J*l•- manholes. mete~. filltures. altachments end any end al othw tacllltiu or &ppnnances nec:essery or convenient to any or all of lhe fotegolng. FolkMtng the lnltlal conatNctlon of all or a portion of ks eysterns. PSE may. from time to lime. c:onstrud IUCh additional f&ciities aa It may require tor such system&. PSE shaM have the right of acees$ to the Easement Area fNft and across. the Property lo en,ble PSE to exerdle Its rightl granled 11'1 thlt 88Hment. 2, IEHemmt ArN Clearlng and Maintenance. PSE shall haw the right but not the obligation to cut. rerncw& end dlsPoN of any and d brush. tn,,ea or other vegetation In the Easement Area. PSE thal Ibo have u,e rtghl bUt not the oblgaUon. ID conrol. on a continuing basis and by ar,y prudent and reasonable means. tha establ5hment and QfOWlh of brush. trees or other vegNtfon In 1ht Easlin'IIW Area. 3. T,eu Dulllde EaHment Arel. PSE lhalf hlwe the righl lo cut. trtm remove and diepoae Of any trees located an lhe Property oulaide the Ea1emenl Area that could. In PSE's sole judgment. lnterlete ~ or tnta1a a hazard IO PSE's S)'llems. PSE shall. excepl In lhe event of an em.,v-ncy. prior lo the axerdH of such right. Identify such lrees and rneli;e a reasonable effort to gn,rt Owner prior notice that such t,ees will be tuL trimmed. -or disposed. o.ner shall be enlided locompensalon for u.e -malllet....,. ormor<hlnlal>le limbe< (II any) cut end remowd lnlm the Property by PSE. ,t RtltOratkN\. Following lnitiaf lnstalation. r1pair or ext&n$10n of Its fac:illtles. PSE shalt to l\e extent 19asonal>ly pnic:ticable . ....,,. landsc:apng and surfaces and portions of Ille Property etleded by PSE"s _. lo Ille eoncition existing lmrnedlte.., prior to such work. ur,jns said work was done at the request of Owner. In which case Owner shell be nispomible far suoh ---All res1o-. wllk:h b U.O re,ponsll>lllty or PSE sllal be performed as soon as reasonably pos&lble after lhe eompletlon of PSE's WOlt and shall be COOfdlnaCed wit, Chwllr so as to eaU$8 lhe minimum amount of dlsruptiOn to Owner', use ot the Property. 5. Ownef1 Use ol EaHmontAlu. °"""" -Ille nghl 1o use U.O Eaoemenl ...... for ary ""'1)0M not lnconslatenl wllh lhe lights hetea'I granted. pn;Mde,d. however. Owner WU no1 excavate within or ollerwlse change lhe grade ol Iha Easement Arn or constNct or malnlain any buldlngs or structures on the Easement Area end Owner shall do no blasting within 300 feet of PSE"I fadlitlts withoul PSFs prior written connnl fl. tndtmnlty. PSE ao,HS to indemn~ Owner from and agatnst Dabillt)' inoJffed by OMler aa a resutt o1 u.e negligence or PSE or Ila """""""'" In u.e •un:lse or Ille rightl herein granled lo PSE. bul nothing hanlln "'811 feQ'*' PSE to Indemnify Owner for that portion of any such liability ~ to the P8IJlg ! a of Owner or the .-or ....... 7. Tenntnadoa. The rights herein ,granted shaH conllnue unUI SUCh time u PSE mmlnatu such right by written lnltrument. ff tarmlnated. any Improvements remaining m the Easement Area shal bec.cme lhe property of Owner. No llmlfnltlcwi shall be deemed to haY9 OCCLIT8CI by PSE's fallunt tD Install Its syalems on the EasefflBm Alea. a. StltCNSOFI and AUlgns. PSE shall have the right to H&ign. apportion or 01htrwlse trlnSfel' any or al of 11s rightl. benetlls. pm,11eg .. and In-II wing In and under lh~ easement Without 1-.g lhe generality of the farltgolng. lhe rfghla and Ol>lgations of the parties shall be ~ndlng upon their rupectlve suc:ces&en and aulgna. UG Gu I EltGtrlc Ealffllfrt 2013 WO, 105075328 / 107049100 I RW-(199144 / Hc(e! a1 Soulhpon Paga2ol3 Page2 of3 Printed on 112712015 8:45:52 AM n~11mAnt· PAC: ?('11.:11''11 nM7.c;;.c;; Branch :NCP,User :SCHA Order: 704559T Title Officer: JC Comment: Station Id :0!78 KING,WA 20141231000755,003 OATEO ... ..n_dayof jh:~ .20..1±.... OWNER: SOUTHPORT, LLC, a Washington llmfted Uablllty company By:. SECO DEVELOPMENT, IMC, a WuhlnglDn corpanUon STATE OI' WASHINGTON ) l ss COUNTY OF ) On """ Ji.... day ol DeclN1!I W . 20.l!:f::. . .._ mo . .,. und...igned. a No1ory PubDc In and for lhe Sta'8 of Washlnglen. duly commiss.looed and sworn. personaly appearvd MICHAEL CHRIST to me known IO be the penon(•) MID lllgned as . of SECO DEVELOPMENT, INC, a Washington corporation. managing member of SOUTHPORT, UC, 1 Wuhlngloft limltod llablllly company. !he amn.d Hobillfy company that 0111CU..t ihe wlihln and foregoing inl"""*'l and ~ --IO be his he enc! voluntary o<l enc! -and ihe he and YOlunlaly ad and deed of 181d limited liablflly company for Che uses and purposes theteln mentioned; n on oalh ,lated thal he was authorized touecula lhe said lna1rument on behalf of.said limited llablllty company. tN WITNESS WHEREOF I have hereunlo set my hand and otrcial seal the d8y 11nd year first 11bove '"""tlen. (SVJ9/:a,yf ~ ,;- (Print or stamp name of ry) NOT~ inaodforthe SteteofWa!lhlnglon. rndlng al ~\() MyAopo1n1mantE>cp1m: lD-2.3-11 UG Gu & Electric Easement 2013 WOf 105075328 / 1071M9100 I RW-oa9744/Hotel Ii Souf1,ort Page 3ol3 Page 3 of3 Printed on 1/2712015 8:45:52 AM Branch :NCP,User :SCHA Order: 704559T Title Officer: JC Comment: Station Id :0178 \ KING,WA RETURN ADDRESS: Pugot 8ound Ene'9)', Inc. Alln: ROW Deparlmont !AEII) PO Box 170341 EST-OfW 8tillevue, WA '8009-9734 20141231000756.001 1111111111111111 20141231000756 =!..~ =3EAS ,.,.,N i¥~1ff.A1v~2J7 EXCISE TAX NOT REQUIRED King~ t,ision By §6=-Deputy • PUGET SOUND ENERGY EASEMENT REFERENCE#: ORIGINAL GRANTOR (Ownert. 1 MIN, UC. GRANTEE (PSEt. PUGET SOUND ENERGY, INC. SHORT LEGAL: POfUon of Lot 1, Renton S.P. No. WA-ff.1:W..SHPL,, K.C. Rec. No. 20000131900008 ASSESSOR"S PROPERTY TAX PARCEL: 052305-1075 For and in consideration of good Sid Yaluable conskkiraton. the receipt and aufldency of which Mt hereby ~-1 MIN, LLC, • Wuhlngton llmllod ».blllly .....,..y ('Owne," -). hereby grant> .... """""" lo PUGET SOUND ENERGY, INC., a Woohinglon COlpO<alioo rPSE" horeio). for the - dese:ri>ed below. a nonuctuatve perpetual eaaemant over. under. alOng across ll'ld llrough the following described !NI p,operty (lhe "P._iy" hanlln) In King County. Wllhfngton: LOT 1 OF CITY OF R!NTON SHORT PLAT NUMBER LUA-19-134-SHPL. ACCORDING TO TH£ SHORT PLAT RECORDED JANUARY S1, 2000 UNDER RECORDING NUMBER 200001311DOOGI, IN KING COUNTY, WASHINGTON. Except as m,v be o1harMse set forth herein PSE's rights lhall be exercised upon that portion of lhe Property re......,,,.,... ho,...,_ .. 1o1_, An Easement Area Ten (10) ,..t In width having Five (51,..t or such width on each aide ora centef11n& dna1bed .. - THE CEMTEllLINE OF GRAKTEE°I FACIL.fflE8 M NOW CONSTRUCTED, TO BE CONSTIWCTED., EXlENDED Oft RELOCATED, LYING. WITHIN TH! ABOVE DESCRIBEO REAL. l'ROPERTY, TIIS EASEMENT DESCRIPTION MAY BE SUPERSEDED AT A LATER DATE WITH A SURYEVED L£GH. DESCRJPTION PROVIDED BY GRANTOR AND WILL BE RECORDiD 8Y GRAN'ME MM AMENDMEH1' TO ntlS EASEMENT. 1. Purpou. PSE WA have Iha right to use t,e Ea11m1nt MN to c::ionstn.ict. operalB. maintain. repair. replace, lmprow. ramove. upgrade and extend one or more uti8ty sygtems for purposes of 1ransmlsaion. dlslrlbutlon and sale of gas and eleclriclty. Such syslarns may Include. but an, notl-.i!O: UG Ga, & Ettctrlc; Eutmen'I 2013 WO, 105075328 / 107048100 I RW-(1897441 Holel al Soulhport Page 1 Ol'3 Page 1 of3 Printed on 112712015 8:45:53 AM Branch ;NCP,User ;SCHA Order: 704559T Title Officer: JC Comment: Station Id :0178 !· KING,WA 20141231000756.002 Undot'ground lacllttles. Conduits. llneo. cables . ....its. S'Mtch0& and transformelS for elactricily: pipes. plpellnes. mains. laterals. condtJlts. ,egulalM. ;auges encl rectffilrs for gas; fiber optic cable and odler llrles. ~ end fadlitles for communications; semi-buried or groun<knounttd JadNtie, end pads. manhOlea. melers. fixtures. attachments and any and ell other facililies. °' appurlenances neceeaary or convenient to any or allot lhe foregoing. FoUowlng the Initial construc60n of all or a portion of lb sy,tams. PSE may. from dine to time. construct '&UCh additional facllltlea u it may tequlre for such systems. PSE &hall have the right of 8CQBIS to the Easement Area over and ,cross the Property IO enable PSE to e:wroi&e Its rights granled In 1hla easement 2. Euemtnt Aru Clearlng and Malrit.rumc1. PSE shd have the right. bUI not 1M obltgatlon to cul remove and dl1pose of 111r, and all brush. tree& or other wget&Uon In lhe Easement Area. PSE shall alao have the right bl4 not 1he obligation. to control. on a c:ontlnulng basis and by any prudent and I'll~ means. the establilhment and growth ofbtush. treea or other vegelatiffl In lhe Easement Area. 3. TIHI Outside Euement Area. PSE shal r.ave the rlghl to eut. bim l'IIIYIO\l8 and dflpose of e.rry 1nJe$ located on lhe Propclrty oulSlde 1he Easement Ataa tha1 could. ln PSE's BOie judgment. Interfere with or cnsate a hazard lo PSE'1 systerre. PSE ,hell. except In the event of an emargency. p,lor IO the exard8e of 8UCh righL Identify aueh tren and make a reasonable effort to give Owner priOI' nollce lhat $Uch blles wUI be cut. lrln'wned. femoved or disposed. Owner shell be entitled to compensdon for tho actual market value of men:hantabla timber (If any} cut and removed from tha Property by PSE. •· Rfftoratlon. Folowing W'lftlal installltlon. repair or extension of 11& l'.ac:lltles-. PSE shell. 10 the extent ,eesonabty practlcab1e. restore landscaping end surfaces and po,ttom: of the Property effeded by PSE'• WOik lo the eondllion existing immecbtelrf prior to 1udl work. unleas said work was done at lhe request of Owner. in which case OWnet lhlH be responsible for auch rastoraliOn. All relloralion which is tht r.sponslblky of PSE 9hall be pel'fonned as to0n as reasonably possible after the eompletlon of PSF& wont and &ha.I be COOl'dlnated with Owner so M to C8Ule the minimum amNrt of deruptlon IO 0Wntr'111 uae of ll'le Properly. I. e>wnen, U.. or EliNment AN.a. Owner reHNel lhe right to use the Easement hea for any pl#pOl8 not lnconslstant wl1h !ho ~ heraln granted. provided. -· Owne, Shaff not 0""""81e wflllln O< Olherwise c;hange lhe grade of the Easement /Vea or conall'ucl or maln1aln any buildings or atructuras on 1h11 Easement Area and Owner lhall do no blasting within 300 feet cf PSE's. facililin 'Mthoul PSE's priOr wrftwn COnMnl. 6. tndemntty. PSE agrees to Indemnify Owner from and aga!nst llablllty lncunad by Owner as a result of the negligence of PSE or !Cs connctors In the e,cefdse or the rlghtS herein grenll!d lo PSE. bJt nothlng herein shall require PSE to Indemnify Owner for that portion of any suc:h lillbilit)' atlrl>uteble to the negl!gel"ICl!II of OWnet ot the negliGence "'others. 7. Tennlnatlon. The rights herein granted shall continue untll such lfm• as PSE 1ermlnales such right by written ~. ff tennlnaled. any inprovamentl remafring In lhe Easement Area shall bec:orne th& property of Owner. No termination shall be deemed IO have oc.curnad by PSFs fakn 10 lnsteQ Its Byalems on the Easement ......_ a. Succeuon. and Anlga, PSE shall have the right 1o a&a4en. epporfon or olhenwN transfer any or al of tts rights. benefila. prMlegel and intarastl arftlng in and under this easement. Without lmltlrlg lh& generality of lhe lcregolng. lhe rlghb and obllgstionl of the pertlet shall be binding LlpOn their l'ftpedtve successors ancl assigns. UG Gm & Elflc*ic Easement 2013 wo, 105075328 / 10'7049100 I fffl-0897441 Hotel at Soult1IOf1 Peoe 2of3 Page 2 of 3 Printed on l/27/2015 8;45:54 AM Branch :NCP,User :SCHA Order: 704559T Title Officer: JC Comment: Station Id :0178 ~· .. KING,WA 20141231000756.003 .20a. OWNER: 1 MIN. UC, a Washington llmlted liability eo,mpeny By: SECO DEVaOPMENT, INC, a W..hlngton COf)IOl'ation STATE OF WASHINGTON ) ) ss COUNTY OF ) 0n ... _j1_ c1ay o1 l>eum be/ . 20 I 4-. -mo.""' llllClffllslned. a No1arv Pub11c ln 8nd for 1he State of Washlnglon. duly c:ommilllOned and &WOm. pemnally appeared MICHAEL CHRIST to me -to be the perlOfl(a) ...,. ligned .. . of aECO DEVELOPMENT, lNC, • Washington c.orporatlon. managing member of 1 MIN, LLC, 1 Washington llmllod -Illy ...._. tho -d llal>llly """""'"Y lhat .........i Iha wllhln and to'"9(Jing ln&1rumen1. and ackr'KMtedged aaid ifld'Urnenl lo be hlS ftet and volunLary act and deeCS and the he and wtunlary acl end deed of said llmked lability compeny for lhe USOl'J ancs purpo$eS therein mentioned: and on oath staled thet he wss eudlorized to execute the seld inalrument on behaW of Mid lmlted ilabillty company. IN WITNESS WHEREOF I haYI hereunto sat my hand and qDidal see I the day and year 1'nt aboYe wriltan. ~'"'"""''•• ~~" F~''' ~ ,,,, ~ ~ ~ [ •o~,~\ -~ ~'tf i' ~ ...... ~ \ ?tt, ,. '\.euc. j l <f' o • .?3,.\1 , ~ = ,.,, o,.. "'°~ .,,,: 11111 "YA&"" ~~...:, 11~1\\\\\\\'''"' f'!Wlly ............ ~-t.lnllda ,._..,. UG Gas 1,. E1ectt1C Eaument 2013 WO# 105075328 / 1070491 DO/ AW-Q89744 /Hotel 81 Southport Page 3 ol3 Page 3 of3 Printed on 1/27/2015 8:45:54 AM • RETURN ADDRESS: Puget Sound Energy, Inc. Attn: ROW Department (AEM) PO Box 97034 I EST-OGW Bellevue, WA 98009-9734 • PUGET SOUND ENERGY REFERENCE#: 20150213000089.001 111111111 I~ 111111111 II~ II~ 11 jll fl 11 20150213000089 PUGET SOUND EN EAS 74 00 PAt:E-001 OF N3 · 02/13/2015 09'29 KING COUNTY, UA EASEMENT ORIGINAL GRANTOR (Owner): HOTEL AT SOUTHPORT' LLC. GRANTEE (PSE): PUGET SOUND ENERGY, INC. SHORT LEGAL: Portion of Lot 1, Renton S.P. No. LUA-99°134-SHPL, K.C. Rec. No. 20000131900006 ASSESSOR'S PROPERTY TAX PARCEL: 052305-9075 For and In consideration of good and valuable consideration. the receipt and sufficiency of which are hereby acknowledged. HOTEL AT SOUTHPORT, LLC., a Waahlngton llmHed liability company ("Owne," hecein). hereby grants and conveys to PUGET SOUND ENERGY, INC., a Washington corporation ("PSE" herein). for the purposes described below. a nonexclusive perpetual easement over. under. along across and through the following described real property (the ·Property" herein) In King County. Washington: LOT 1 OF CITY OF RENTON SHORT PLAT NUMBER LUA-911-134-SHPL, ACCORDING TO THE SHORT PLAT RECORDED JANUARY 31, 2000 UNOER RECORDING NUMBER 20000131900006, IN KING COUNTY, WASHINGTON. Except as may be otherwise set forth herein PSE's rights shall be exercised upon that portion of the Property (·Easement Area· herein) described as follows: An Easement Area Ten (10) feet in width having Five (5) reet of such width on each side of a centerline described as follows: THE CEtolTERUNE OF GRANTEE'S FACILITIES AS NOW CONSTRUCTED, TO BE CONSTRUCTED, EXTENDED OR RELOCATED, LYING WITHIN THE ABOVE DESCRIBED REAL PROPERTY. THIS EASEMENT DESCRIPTION MAY BE SUPERSEDED AT A LATER DATE WITH A SURVEYED LEGAL DESCRIPTION PROVIDED BY GRANTOR AND WILL BE RECORDED BY GRANTEE t>:!l AN AMENDMENT TO THIS Et>:/IEMENT. 1. Purpose. PSE shall have the right lo use the Easement Area to construct. operate. maintain. repair. replace. lmprove. remove. upgrade and extend one or more utility systems for purposes of transmission. distribution and sale of gas and electricity. Such systems may include. but are not limited 1o: UG Gas & Elec:trie Easement 2013 WO# 1050753281107049100 / ~W-089744 I Hotel at Southport Page 1 of 3 8:CISE TAX NOT REQUIRED l<ing coccorqs {lliision tv: ti OMw...J' ~:,'..tJ UsaLOhlen 20150213000089.002 Underground facllttles. Conduits. lines. cabJes. vaults. switches and transformers for electricity; pipes. pipelines. mains. laterals. conduits. regulators. gauges and rectifiers for gas; fiber optic cable and other lines. cables and facilities for communications: semi-buried or ground-mounted facilities and pads. manholes. meters. fixtures. attachments and any and all other facilities or appurtenances necessary or convenient to any or all of the foregoing. Following the initia1 construction of all or a portion of its systems. PSE may. from time to time. conslrucl such additional facilities as ft may require for such systems. PSE shall have the right of access to the Easement Area over and across the Property to enable PSE to e,:erclse its rights granled In this easement. 2. Easement Area Clearing and Maintenance. PSE shall have the right. but not the obligatlon to cut. remove and dispose of any and all brush. trees or other vegetation in the Easement Area. PSE shall also have lhe right. but nol the obligaUon. to control. on a continuing basis and by any prudent and reasonable means. the establishment and growth of brush. trees or other vegetation in the Easement Area. 3, Trees Outside Easement Area. PSE shall have lhe right to cut. trim remove and dispose of any trees located on the Property outside the Easement Area that could. in PSE's sole judgment. interfere with or create a hazard to PSE's syslems. PSE shall. except in the event of an emergency. prior to the exercise of such right. Identify such trees and make a reasonable effort to give Owner prior notice that such trees will be cut. trimmed. removed or disposed. Qy,rner shall be entiUed to compensation for the actual market value of merchantable timber (if any) cut and removed from the Property by PSE. 4. Restoration. Following lnltial Installation. repair or extension of its facmlies. PSE shall. to the extent reasonably practlcable. reslore landscaping and surfaces and portions of the Property affected by PSE's work to the condition existing immediately prior to such work. unless said work was done at lhe request of OWner. in which case Owner shall be responsible for such restoration. AU restoration which Is the responsibility of PSE shall be performed as soon as reasonably possible after the completion of PSE's work anCI shall be coordinated with Owner so as to cause the minimum amount of disruption to Owner's use of the Property. 5. Owner's Use of Easement Area. Owner reserves lhe right to use the Easement Area for any purpose nol Inconsistent with the rights herein granted. provided. however. OWner shall not excavate within or otherwise change lhe grade of the Easement Area or construct or maintain any bulldlngs or structures on the Easement Area and Owner shall do no blasting within 300 feet or PSE's facilities without PSE's prior written consent. 6. Indemnity. PSE agrees to indemnify Owner from and against liabUlty incurred by Owner as a result of the negligence of PSE or its contraC1ora in the exercise of the rights herein granted to PSE. but nothing herein shall require PSE to Indemnify Owner for that portion of any such liability attributable to the negligence of Owner or the negligence of others. 7. Termination. The rights herein granted shall continue until such time as PSE terminates such right by written instrument. If terminated. any Improvements remaining in the Easement Area shall become the property or Owner. No termination shall be deemed to have occurred by PSE's failure lo inslatl its systems on lhe Easement Area. 8. Successors and Assigns. PSE $hall have the right to assign. apportion or otherwise transfer any or all or its rights. benefits. privileges and interests arising In and under this easement Without limiting the generality of lhe foregoing. the rights and obllgatlons of the parties shall be binding upon their respective successors and assigns. UG Gas & Electric Easement 201 J WO# 105075328 / 107049100 I RW-089744 I Hotel at Southport Page 2 of 3 : .. DATED this .zt1.._ day of _;L~=\1,..U4 <q"l-'r-'~"I------· 20.12_ OWNER: HOTEL AT SOUTHPORT, LLC., a Washington limited liability oompany By: SECO DEVELOPMENT, INC, a Washington corporation ·-:~ MCHAEL CHRIST Its: r 1'1:-"'?Je.vi t 20150213000089.003 STATE OF WASHINGTON ) ~)SS COUNTY OF . t") 1 th. ) On !his 1Ji_ day of ~1-[aV~ . 20J!L. before mo. the undersigned. a Notary Public in and for the State of Washington. duly com ssioned "r}'WO"l-personally appeared MICHAEL CHRIST to me known to be the person(s) who signed as Pm evt i . or SECO DEVELOPMENT, INC, a Washington coriioratlon. managing member of HOTEL AT SOUTHPORT, LLC., the Washington limited Habillty company that executed the within and foregoing Instrument. and acknowledged said instrument to be his free and voluntary act and deed and the free and voluntary act and deed of said limited liability company for the uses and purposes therein mentioned; and on oath stated that he was authorized to execute the said instrument on behatf of said limited liability company. IN WITNESS WHEREOF I have hereunto y hand and officlal 4eal the day and year firs1 above written. (Signa o f N ary) \(4YJ fa~bh«W (Print or stamp riameofotaiy) My Appointment Expires:_~t~D_,~l-~3_-~/_7~----- UG Gas & Electric Easement 2013 WO# 105075328/ 107049100 I AW-089744 / Hotel al Southport Page 3 013 WHEN RECORDED RETURN TO: Thomas W. Read 1111 I~ U 1111111 ii 111 Alston, Courtnage & Bassetti LLP 1420 Fifth A,·enu~, Suite 3650 Sel!ttle, \VA 98101 20150219000534 FIRST AnERICAN EAS 83.00 PAGE-001 OF 812 02/19/2815 11:36 .i:: ING COUNTY I LIA Document Title: Temporary Airspace Easement Agreement Grantor: 1. The Bristol at Southport, LLC 2. Southport, LLC Grantee: Hotel at Southport LLC Legal Description: Abbreviated Legal Description: Lot 2 of City of Renton Short Plat No. LUA-99-134-SHPL and Lot B of City of Renton Southport Lot Line Adjustment Number LUA 14-001514 Full Legal Description: See Exhibits B and C attached Assessor's Tax Parcel Nos.: This lrtstrL.Jment filed for record by Grantor: 1. 052305-9076' First American Titlo Insurance Company 2. 082305 _9216 As an accommodalion only, It has not Been examined as to its execution or Grantee: 052305-9075 Astolts~~~ @ Reference Nos. of Documents Released or Assigned: NIA TEMPORARY AIRSPACE EASEMENT AGREEMENT 20150219000534.001 THIS TEMPORARY AIRSPACE EASEMENT AGREEMENT (this "Agreement") is made as of .JZlnlAa~ 30 , 2015, by and between The Bristol at Southport, LLC, a Washington limited liility company ("Bristol"), Southport, LLC, a Washington limited liability company ("Southport"), and Hotel at Southport LLC, a Washington limited liability company ("Grantee"). Grantee intends to construct a new project on all or part of the real property described on Exhibit A ("Hotel Site"). In connection with construction of the project, Grantee intends to utilize a construction crane which will use the airspace over portions of the property owned by The Bristol at Southport, LLC which is legally described on attached Exhibit B (the "Bristol Property"), and over portions of the property owned by Southport, LLC which is legally EXCISE TAX NOT REQUIRED gCO 20150219000534.002 described on attached Exhibit C (the "Southport Property"). Bristol and Southport are collectively referred to herein from time to time as "Granters" and each individually as a "Grantor," and the Bristol Property and the Southport Property are collectively referred to herein from time to time as the "Granters' Property." The portion of the Grantors' Property over which an easement is granted is depicted on attached Exhibit D (the "Easement Area"). NOW, THEREFORE, Grantors and Grantee agree as follows: 1. Grant of Easement. Grantors hereby each grant lo Grantee a temporary, nonexclusive easement ("Easement") to operate a crane in airspace above the portion of the Easement Area owned by each such Granter, on the terms set forth herein. This Easement shall be limited to the erection, operation, and dismantling of a crane to be located on the Hotel Site and to be used in the construction of the development project constructed on the Hotel Site (the "Project"). The currently planned Project is a hotel and convention center. 2. Term. The term of the Easement shall commence at the start of construction of the Project and shall continue for 30 months. Grantor agrees not to unreasonably withhold consent to an extension of the term for delays in construction of the Project. 3. Use. Grantee may use and occupy airspace over, above and across the Grantors' Property for the purpose of moving a construction crane boom and related equipment (the "Crane") across the airspace over the Easement Area, except for the first twenty-five (25) feet above the highest point of existing structures on Granters' Property, as a part of the construction activities of Grantee's contractors in developing the Project. The Crane shall not be used to load or unload any materials on any of the Granters' Property, but shall be limited to movements through the airspace above the Easement Area in conjunction with construction activities. The Crane may be operated through the Easement Area only between the hours beginning at 7:00 a.m. to 6:00 p.m. Monday through Friday, and 9:00 a.m. to 6:00 p.m. on Saturdays. The Crane shall not be parked over any Grantors' Property except for intermittent short periods not to exceed thirty (30) minutes, provided however that when unattended the Crane boom may slew freely, which shall not be considered operation or parking of the Crane. Grantee shall use prudent construction practices to minimize dirt and debris falling onto Granters' Property from operation of the Crane. Grantee shall be responsible for clean-up of any dirt or debris falling on Grantors' Property from the operation of the Crane. 4. Standard of Care; Indemnity. Grantee agrees to exercise due care in the operation of the Crane. Grantee shall indemnify, defend and hold each Granter and their respective employees, agents, contractors, tenants, invitees and licensees, and the Grantors' Property, harmless from and against all injuries, losses, claims, and costs (collectively, the "Claims") arising from the operation of the Crane or otherwise from Grantee's exercise of its rights under this Agreement, except to the extent that such Claims are caused by the negligence or other misconduct of that Grantor. The covenants in this paragraph shall survive termination of the Easement. 20150219000534.003 5. Insurance. Grantee shall maintain, or alternatively, cause its general contractor to maintain, at all times during the term of the Easement, commercial general liability insurance on an occurrence basis, with a contractual liability endorsement, with limits of not less than $3,000,000 combined single limit, and each Grantor shall be named as an additional insured and such insurance shall be primary, not contributory with any insurance carried by Grantor. Prior to utilizing this Easement, Grantee shall deliver to each Grantor a Certificate of Insurance evidencing that the foregoing insurance is in effect. Such insurance may not be cancelled without at least thirty (30) days' prior written notice to each Grantor. 6. Miseellaneous. 6.1 Binding. This Agreement shall inure to the benefit of and be binding upon the heirs, successors and assigns of the parties hereto, and shall run with the land. At any time after expiration of such easement rights and obligations, the parties agree that upon request of the other, to execute and record a notice terminating such rights and obligations under this Agreement. 6.2 Notices. Any demand, request or notice which either party hereto desires or may be required to make or deliver to the other shall be in writing and shall be deemed effective when personally delivered, or when delivered by private courier service (such as Federal Express), addressed as follows: To Bristol: To Southport: To Grantee: The Bristol at Southport, LLC Attn: Michael Christ I 083 Lake Washington Blvd N #50 Renton, WA 98056 Southport, LLC Attn: Michael Christ 1083 Lake Washington Blvd N #50 Renton, WA 98056 Hotel at Southport LLC Attn: Michael Christ 1083 Lake Washington Blvd N #50 Renton, WA 98056 or to such other address and person as either party may communicate to the other by like written notice. 6.3 Authority. (a) Grantee represents and warrants that Grantee has full right, title and interest in and to the Hotel Site and that the person or persons executing this Agreement on behalf of Grantee have been duly authorized to do so. 20150219000534.004 (b) Each Grantor represents and warrants that it has full right, title and interest in and to its property and that the person or persons executing this Agreement on its behalf have been duly authorized to do so. 6.4 Integration. This Agreement is the entire agreement between Grantee and Grantors with respect to the subject matter hereof. This Agreement may be modified only in writing, signed by authorized representatives of Grantee and Grantors. Any waiver hereunder must be in writing. 6.5 Attorneys' Fees. In any suit, action or appeal therefrom to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its costs incurred therein, including court costs, other litigation costs, expert and consulting fees, and reasonable attorneys' fees. 6.6 Compliance with Law. Grantee shall comply at all times with all laws, statutes, ordinances, rules and regulations now or hereafter in effect regarding its exercise of all rights granted under this Agreement. IN WITNESS WHEREOF, this Agreement is executed as of the date first above written. Bristol: The Bristol at Southport, LLC, a Washington limited liability company By: SECO Development, Inc., its manager ,,d/" Southport: Southport, LLC, a Washington limited liability company By: SECO Develop7its manager By:~ "el. Christ, President 20150219000534.005 GRANTEE: Hotel at Southport LLC, a Washington limited liability company By: SECO Developmenl, Inc., its manager By:~idenl STATE OF WASHINGTON COUNTY OF IL.JNfu ) ) ss. ) 20150219000534.006 On this ;2.'zi,"IV> day of ,;g.nAA~ , 2015, before me, the undersigned, a Notary Public in and for the State of Washington, d~ commissioned and sworn personally appeared Michael P. Christ, known to me to be the president ofSECO Development, Inc., the manager of The Bristol at Southport, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. Signature Print Name NOTARY PUBLIC in and for the State of Washington, residing at f>othe.Lj . My commission expires I ) · t:1 ·If, STATE OF WASHINGTON COUNn'OF ) ) ss. ) 20150219000534.007 On this 2,<p"ll' day of .:JA\'\\M:~ , 2015, before me, the under.;igned, a Notary Public in and for the State of Washington,ly commissioned and sworn pernonally appeared Michael P. Christ, known to me to be the president ofSECO Development, Inc., the manager of Southport, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. ! certify that ! know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. "''''""""'••, ~ '-P ~ .. ~ cOLllA, ,,, --~==--=+/.::,---~~--=--~ 'v' '"&' 111 Signature = (/c.~ ,, ff!-l""~ ~, z \ Ltt;,o__ Co ~l 1 ~ ~ ~ (., ~ • ,lo' i O:: PnntName ~ \. •ue" .~""! G ff NOTARY PUBLIC in and for the State of ~,, .r.,,,, 11 • '2~,/ . .§: Wk , residing at B,o fj, I?-U . I ~.., 11~w·•·· ~-.., · • ,,,, '~OF'll'II' .,-" Mycommissionexpires 11)9·11!!>. '•1 ,, . \\,,,.,\,~''' STATE OF WASHINGTON COUNTY OF ILi Ntt ) ) ss. ) 20150219000534.008 On this Jlbfh day of JA.\'I\Ml~ , 2015, before me, the undersigned, a Notary Public in and for the Slate of Washington, dy commissioned and sworn personally appeared Michael P. Christ, known to me to be the president ofSECO Development, Inc., the manager of Hotel at Southport LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. kt~ Signature w~ CouiY\~ Print Name NOTARY PUBLIC in and for the State of Washington, residing at l}otliell . My commission expires I P-'j · 11!> . 20150219000534.009 EXHIBIT A Legal Description of Hotel Site LOT A OF CITY OF RENTON SOUTHPORT LOT LINE ADJUSTMENT NUMBER LUA- 14-001514 ACCORDING TO THE LOT LINE ADJUSTMENT RECORDED DECEMBER 23, 2014 UNDER RECORDING NO. 20141223900010, IN KING COUNTY, WASHINGTON. EXHIBIT B Legal Description of Bristol Property Parcel A: Lot 2 of City of Renton Short Plat No. LUA-99-134-SHPL, according to Short Plat recorded January 31, 2000 under Recording No. 20000 I 31900006, in King County, Washington. Parcel B: Easements for ingress, egress and railroad crossings as established in Recording Nos. 6201855 and 6317510. 20150219000534.010 20150219000534.011 EXHIBITC Legal Description of Southport Property LOT B OF CITY OF RENTON SOUTHPORT LOT LINE ADJUSTMENT NUMBER LUA- 14-001514 ACCORDING TO THE LOT LINE ADJUSTMENT RECORDED DECEMBER 23, 2014 UNDER RECORDING NO. 20141223900010, IN KING COUNTY, WASHINGTON. • ••••••••DRILLED POST FENCE • • • • • • • • • MOVEABLE FENCE • • •••••••EXISTING FENCE ,. , . • • • ., •' .. •' ( ! I \ I EXHIBITD Depiction of Easement Area f,IANGATE .. \· ... r . "-·-.I • :: rA"lll~, ~ : ,. ••• Iii ••.•••••• · ••.••.••.•••.••••••••••••••••••••••••••••.••••.••••••••••••••••••••••• 20150219000534.012 RETURN ADDRESS: Puget Sound Energy, Inc;, Attn: ROW Department (AEM) PO Box 970341 EST-06W Bellewe, WA 98009-9734 • PUGET SOUND ENERGY 1111111111111111 20160204001008 PUGET SOUND EN Ef>S az ... PAGE-I OF Ill 12/14/Zl\6 15:15 KING COUNTY , UA ORIGINAL AGREEMENT AND EASEMENT FOR ELECTRIC SYSTEM REFERENCE #: GRANTOR: HOTEL AT SOUTHPORT, LLC. GRANTEE: PUGET SOUND ENERGY, INC. SHORT LEGAL: Portion of lot A, Renton LLA. No. LUA16-D01514, K.C. Rec. No. 20141223900010 ASSESSOR'S PROPERTY TAX PARCEL: 052305-9075 20160204001 OOS.001 The Agreement ("Agreement" herein) is made this 2..C)""day of ~ n lilt( Y ~ , 20112., between HOTEL AT SOUTHPORT, LLC, a Washington limited llablllty company("Grantoi~ein): and PUGET SOUND ENERGY, INC., a Waahlngton Corporation ("Grantee" herein). For good and valuable consideration in hand paid, the receipt of which Is hereby acknowledged, Granter conveys and warrants to Grantee, subject to the terms and condilions set forth herein. a perpetua, non-exclusive easement over, tmder. along, across, and lhrough that certain real property (the "Property" herein) located in King County, Washington and legally described as: "New LOT A", CITY OF RENTON LOT LINE ADJUSTMENT NUMBER LUA 14-001514, RECORDED UNDER RECORDING NUMBER 2014'1223900010, RECORDS OF KING COUNTY, WASHINGTON. SAID LOT LINE ADJUSTMENT BE4HG WfffllN A PORnQN OF THE SOUTKWEST QUARTER OF TiiE SOUTHWEST QUARTER OF SECTION 05, TOWNSHIP 23 NORTH, RANGE 05 EAST AND THE NORTHWEST QUARTER OF SECTION 08, TOWNSKIP 23 NORTH, RANGE 05 EAST, WILLAMEffE MERIDIAN. Except as may otherwise be set forth In this Agreement, Grantee's rights shall be exercised only upon, under, across, and through thal portion of the Property (the "Property Right-of-Way" herein), and onty over, under. along, across and through thal portion of the Building (the "Buildfng Right-of-Way" herein}, which Property Rigl'\t-of-Way and Bullding Right-of-Way are more particularly described below; "Property Rl9ht-of-Wa(: An easement area Ten (10) feel wide with Five (5) feet on each side of a centerline described as follows: The Center1ine of Grantee's facilities as now conslructed or to be constructed, extended or relocated lying within the above described real property. ·suildlng Right-of-Way": An area located within the buUding structure as now constructed or to be constructed as illustrated in Exhlb11 "B" attached hereto and by this reference incorporated herein. 1.~ 1.1 Gran lee shall have the right to construe(. lnslall, operate, use, maintain, remove, repair, replace, upgrade end extend an electric diStribution system, together with all other appurtenant and necessary or convenient facilities and equipment. including the following: conduits, cables, wires. lines, communicaUon and signal llnes. vaults. (cotlectlvely, ·Facilities and Equipmenr herein} upon, under. across, and through the Property and Building Rights- of•Way with the exception that Grantee shall not remove or disturb Grantor-instafled Facilities and Equipmer,I without Buildling Easement EXCIS'j\lQ.f.\QS07B762 I RW-094606 I Hotel at Southport l:lorHll't>fflJT REQUIRED King Co. Racorda OMclar, 1ttfMh~·~ 20160204001008.002 express consent of Granter. Following the initial construction and installation of Grantee's Facilities end Equipment, Grantee may, from lime lo time. oonstruct, inslatl, operate, use, maintain, remove. repair, replace and reasonebly enlarge such additional Fadlllles and Equipment as it may require, provided tha1 said activities do not unreasonably interfere with Grantor's use of the Property and Building, and provided that Grantor be given sufficient prior notice of Grantee's Intentions and provided that no work be done without Grantor's and Grantee's mutual written approval. 1.2 Grentor shell provide a lransformer room encl an electrical/meter room rEquipmenl Rooms~ herein), oonstructed to the specifications of Grantee. and located within the Building Right..of~Way. Grantee shall further have the right. but not the obligation. to operate. use. maintain and repair said Equipment Rooms, and lo install ell necessary and required Facilities and Equipment within said rooms, together with an appurtenant and necessary or convenient facilities and eqlnpment. Grantee shaU have exclusive use of said Equipment Rooms excepl Granto, may install, with Grantee's written consent (which shall not be unreasonably withheld or delayed) end mainlain within the electrical/rneter room facilities and equipment items provided they do not unreasonably interfere with Grarltee's facilities and equipment, the rights granted herein to Grantee or adversely effect the safety of Grantee's equipment a11d facilities. 2. Access· Security 2.1 Grantee shall have the right of free and reasonably safe access to the Rights-of·Wey over and across the Property and through the Building to enable Grantee to exercise its rights hereunder. In case of emergencies, Grantee shall have access at all times; In a11 other cases Grantee shall give Granter rnasonable notice and shall coordinate its activities so as IO cause minimum disruption to Grantor's activities on lhe Propeny and in the Building. 2.2 Without limiting the generality of the foregoing, and specffically with respecl to the Building Righi-of-Way, Grantee shalt further have reasonably safe and free access to the Building such that Grantee may access the Building Right-of-Way at all points which Granlee and Grantor' mutually egree are appropriate. Grantor shall provide GrantBe with such keys es may be necessary to provide for Grantee's safe and free access to the Building. Grantee shall have the right to control all access to the transformer room. Access to the electrlc/meler room shall be provided by means of a dual lock system, which allows both Grantor and Grantee independent access to said electric/meter room. Grantee shall Immediately notify Grantor in the event any keys to the electric/meter room are lost, stolen or destroyed. 2.3 Grantor shall provide such reasonable, sufficient and reliable security for the Property so as to protect Grantee's Facilities and Equipment against theft, vandalism or other damage or destruction caused by third parties; however, in the event of loss or damage to the Company's property arising from neglect., carelessness, or misuse by the Grantor, lhe cost of necessary repairs or replacement shall be paid by the Grantor. 3. Obstructions· Landscaping. 3.1 Except wllh respect to the Building Rlght..gf-Way, Grantee may, from time to 1,me with the express consent of Grantor, disrupt the surface of the Property Righ1..of·Way to the extent reasonably necessary to carry out the purposes set forth in Paragraph 1. provided that said disruption ls coordinated in advance with Granter and thal Grantee provide resloration per Paragraph 3.3. 3.2 Following the installation <Jf any underground Facilities and Equipment, Grantor may under1eke improvements to the area of the Property Right-of-Way, including landscaping, sidewalks, clriveways, and park.Ing facllitles, provided that said improvements are consistent wllh F'aragraph 4.1 of this Agreement. and provided that Grantor shall maintain reasonable means of access IQ the Facilitles and Equipment sufficient lo allow repair by grantee. BuHcRing Easement WO# 1 OS0797e2 I RW.094806 I Hotel 81 Southport Page2 of 10 3.3 Restoration. Following inJtlat Installation and/or repair or enlargement of its Facilities and Equlpmenl, Grantee shall restore. to the extent reasonably practicable, lhe landscaping or other surfaces or portions of the property to the condition it was in immediately prior to such work, unless said YJOrk is at the express reguest of Grentor, in which case Granter shall be responsible for restoration. All restoration, which is the responsibility of Grantee, shall be performed as soon as reasonably possible following completion of any work, and shall be coordinated with Grantor so as to cause the minimum amount of disruption to Grantor's use of the Property. 4. Grantor's Use of Right-of-Way. 4.1 Grantor reserves the right to use Property and Building Rights.of-Way for any purposes consistent with lhe rights herein granted, including the construction of planters, sidewalks driveways, parking structures, building structures, and other structures not yet contemplated, provided that Granter and Grantee mutually agree that said uses do not unreasonably interfere wilh Grantee's exercise of its rights herein granted. 4.2 Following lnstallatlon of Grantee's Facilities and Equipment within lhe Rights-of-Way, no digging, lullfleling or other activity shall be done with respect to the Property which wou1d impair, disturb or otherwise unreasonabty inlerfere with the security and stnx:tural integrity of Grantee's Facilities and Equipment. 5. Costs Qf Construciion and Maintenance. 5.1 The Equipment Rooms shall conform to all applicable Standards for fJre protection, oil containment. and 20160204001008.003 structural integrity. Grantor shall provide, install and maintain sufficient end adequate fire ex1inguishel'S and lights in the Equipment Rooms. All doors to the Equipment Room shall have Best cylinder locks compatible with Grantee's Master key system or allow for use of Grantee's padlocks. All keys to such locks and padlocks for lhe lransformer room shall be an<I remain in Grantee's possession. Doors to U,e Equipment Rooms shall be plated in the area of the door lock to prevent forcing of the lock-bolt. 5.2 Grantee shall bear the cost and expense of construction, installation and maintenance and removal of Grantee's Facilities and ,Equipment. 6, Jerrnioation, The rights hefein granted shall continue until such time as PSE lermlnates such right by written instrument. If terminated, any improvemenls remaining in the Easement Area shall become the property or Owner. No tennineuon shell be deemed to have occurred by PSE's failure to ins.tau its systems on the Easement Area. 7. 5UCC8SSOrs and Assigns. The rights and obligations of the parties shall inure to lhe benefit of and be binding upon their respective successors ancl assigns. 8. DIie to Eauioment and Facilities Title to all Facilities and Equipment lnstslled, constructed or furnished by Grantee shall vest and remain in Grantee and shall not be deemed to be fixtures or appurtenances lo the Property or the Building. 9, Indemnity PSE agrees to indemnify Owner from and against l!ablllty or expense in<:urred by Owner as a result of the negligence of PSE or its contractors in the exercise of the rights herein granted to PSE, or as a result of a breach of lhis agreement by PSE, but no1hing herein shall require PSE to indemnify Owner for that portion of any such liability attributable to the negligence of Cmner or the negligenee of others. 10. Eouioment Transportation Agreement. As an addendum to and recorded with this Agreement and Easement for Electric System shall be a fully executed Ecauipmen1 Transportation Agreement. BulldQng Easement WO# 10!50797621 RW-094806 / Hotel al Southport Page J ono GRANTOR: HOTEL AT SOUTHPORT, LLC., a Washington limited liability company GRANTEE: By: SECO DEVELOPMENT, INC, a Washington corporation Its: Managing Member_4/ By~ -''-"M~IC!',H~AE"="cl-C~H.::R:..,l~ST~--- lts: Pre>ideh t et, Supervisor Reel Estate 8ui141iA9 e~sement WO# 105079762 / RW-094806 / Holel at Southport Page 4 of 10 20160204001008.004 STATE OF WASHINGTON COUNTY OF j( / t,/ {:, ) ) ss ) 20160204001008.005 On this ~ay of v7l n 11\A~ . 20~, before me, the undersigned, a Notary Public in and for the State of Washington. duly commiji ed a"4 SWOn\_j)81'$0nally eppeated MICHAEL CHRISY to me known to be the per,on(s) v.llo signed as f•re.siaen. r . of SECO DEVELOPMENT, INC, a WHhlngton corporation, managing member of HOTEL AT SOUTHPORT, LLC., the Washington limited' liability company that executed the within and foregoing instrument, and acknowledged said instrument to be hlS free and voluntary act and deed and the free emd voluntary ac:t and deed of said c:orµoration for the uses and purposes therein mentioned; and on oath stated that he was authorized to execute the said instrument on beha.rf of said c:orporation. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written . ..,.--'s~,t~1 "11111,,l ~ x_ UU 1 ~ / 'v~~-~\ (Signature of Notary) ; !Q' •o~, 'fi,\ Lt St\.,. Loll I n. ~ : en f .. • :.c. ::; (Print or stamp name of Notary} .... "' ._ .. ., J;'.,. \,. ....... i «-,{29.1& ,..~: ,O.,,c,,11111l • ~....,~ ., ~4SH\~~,~~ .. ~,,,, STATE OF WASHINGTON) )ss COUNTY OF KING ) NOT ~Y Pt::QLIC i{l and for the Slate of Washir,gton, residing at Q hfll My Appointment Expires:c...l,.,lc...· -"~_,_·_,I_.',,-<------- /) ;'I"' ~ On this ...L::!..1.._ day of > \ {Av\~ Q,Jfd , 20.1.ltJ. before me, the undersigned, a Notary Public in and for the State of Washington. duly commission and swam, personally appeared Ira McDaniel. to me known to be the person who signed as SupeNlsor Real Estate of Pugel Sound Energy, Inc., the corporation that executed the within and foregoing Instrument, and acknowledged said instrument to be her free and voluntary act and deed and the free and Yolunlary act and deed of said corporation for the uses end purposes therein mentioned; and on oath slated that she was authorized to execute lhe said instruction on behalf of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day a d year first above written. !'I,.,,,,,\\\\"'' a ,,.~~::f. ~··, ff~~A-t,···~~~-.. ,,,,_ :: I! +O"",,_ .. ~ ~ ~ ~·· ... ~ i i ~ ,,0 .~ ~ '1 "•~'" ~ ::; ~ TA· $.30>,&J,._O ff ~,. ~ '""'~·i'.::, l11, 0,, WAS'r'~ ,,f> ,,, ;,,.., .... ''''"'"''''ti;. NOllr'J MIi, t~ III0911 niM1ioM "™II~ bot l'liflirl 1" "*'Oir'IJ Buildling Easement WO# 1050797621 RW-0948061 Hotel at Southport Page 5 of 10 (Signature OtafY) /J;I-Lx w1,,,/.,~,-... ifn &!stamp name of NOery) NOTARY PUBLIC in and f~tate of Washington, residing at ~';f"t'.,.!; My Appointmenl Expires: ~:I. .... EXHIBIT"A" VAULT ROOM LOCATION Lake waterfront Approximate location of electric vault room DRAWING IS NOT TO SCALE THIS MAP IS NOT INTENDED TO REPRESENT THE PRECISE "-OCATION OR THE EXTENT OF PUGET SOUND ENERGY'S PRESENT OR FUTURE FACILITIES. Bulklllngi Easement WO# 105079762 I R.W-o94800 I Hotel at Soolhport Page 6 of 10 20160204001008.006 EXHIBIT "B" Vault Room Detail 3'-6 3/1611 3'-6 3/1 --\.0 I X01 - I Buildllng Easement WO# 105079762 I RW-094806 / Hclsl et Soulhport Page 7 of 10 174 20160204001008.007 II .:~5.·~1 .. . ! ~ ·• i c ....... :.. I ....... .1 r····· I · 1 ...... EQUIPMENT TRANSPORTATION AGREEMENT (addendum) 20160204001008.008 This agreement is made and entered into this 2 &-' day of ..JA h IACU::tt 20 I b ' - by and between Puget Sound Energy, Inc., organized and existing under the laws of the State of Washington, hereinafter refer.red to as "Puget Sound Energy," and HOTEL AT SOUTHPORT, LLC. (Owner), hereafter referred to as the "Owner." WITNESS ETH: WHEREAS the Owner(s) own the property/building localed at 1083 Lake Washington Boulevard North, Renton, Washington, hereinafter referred to as the "Building," legally described as: "NEW loT A", CJJY OF REPntlN LOT LINE ADJUSTMENT NUMBER LUA1tt.001514, RECORDED UNDER RECORDING NUMBER 201412239D0010, RECORDS OF KING COUNTY, WASHINGTON. SAID LOT LINE ADJUSTMENT BEING W!Tl11N A PORTION OF THE SOLITHWEST QUARTER OF THE SOUTHWEST QUARTER Of SECTION 05, TOWNSHIP 23 NORTI1, RANGE 05 EAST AND THE NORTtfWEST QUARTER OF SECTION 08, TOWNSHIP 23 NORTH, RANGE 05 EAST, WILLAMETTE MERIDIAN, WHEREAS, the Owner(s) desire(s) the installation by Puget Sound Energy of transformer(s}, cable and swltch(es}, hereinafter referred lo as "Equipment" in a location inaccessible to Puget Sound Energy's mobile crane, and WHEREAS, Pugel Sound Energy is not equipped to lransport the Equipment lo and from the Owner(s) desired loca~on, and WHEREAS, this Agreement is for the benefit of the Owner(s), permitting the Owner(s) to save substantial cost in Building wiring by locating the power supply points closer to the Building loads; lhal Puget Sound Energy derives absolutely no benefit from this Agreement, and Puget Sound Energy entered into this Agreement. solely for the benefit of the Owner{s). NOW THEREFORE, it is mulually agreed as follows: 1. Delivery and Installation. 1.1 Puget Sound Energy shall deliver lhe equipment onto the street area adjacent to the Building at the location which the Owner(s) shall designate, and which is accessible to Puget Sound Energy's mobile crane. When possible, reasonable notice shall be given the Owner(s) prior 10 delivery and all work shall be performed during normal working hours. 1.2 The Owner(s) shall immediately move the Equipment to the Owner(s) desired location. Any damage to the Equipment which occurs after it is delivered to the Building and Buildling Easem8TII WO# 10S079762 I RW.094806 / Hotel at Southport Page Bof 10 during the transportation by the OWner(s), and any additional expense Incurred as a result of said damage, shall be paid by lhe Owner(s). 1.3 Puget Sound Energy shall be present during the transportation of the Equipment, and shall thereupon proceed with all the necessary electrical connections. 1.4 The Owner(s) shall remove all walls, doors, sills, Building fixtures, carpets, etc. as necessary to provide a clear route for the transport of equipment as described above. 2. Replacement And/Or Removal. In the event it is necessary to remove the Equipment for replacement or 20160204001 OOB.009 any other purpose, Puget Sound Energy shall provide replacement equipment. Installation and delivery of replacement equipment, and removal of the Equipment shall be made in accordance with the terms of Section 1, above, and the following. 2.1 Pugel Sound Energy shall disconnect the Equipment, and the Owner(s) will assume transportation responsibility. 2.2 The Owner(s) shall thereupon transport the Equipment to a location outside the Building which is accessible to Puget Sound Energy's mobile crane. 2.3 Thereupon, Puget Sound Energy shall remove the Equipment from the location accessible lo Puget Sound Energy's mobile crane. 3. Delays. Any delays on the part of the Owne~s) shall subject the Building to the possible loss of electric service and Puget Sound Energy shall not be responsible for any loss of electric service or any other claims for damage of any kind "Whatsoever, incurred as a result of Hie loss of said electric service. 4. The Owner hereby accepts full responsibility for any damage to lhe Equipment while under the Owner's control and agrees to furnish to Puget Sound Energy, prior to the perfonnance of the activity contemplatec by this agreement satisfactory evidence of insurance coverage for the full replacement value of the Equipment, naming Puget Sound Energy as Loss Payee and Additional Insured. 5. The Owner(s) shall defend, indemnify, and hold harmless Pugel Sound Energy and their agents and employees from and against an claims, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the Owner's transportation of the Equipment pursuant to the terms of this agreement. Upon notice by Pugel Sound Energy lo the OWnel(s) of any claim or commencement of any legal action arisi119 from such transportation, the Owner(s) will defend the same at its sole cost and expense and will fully satisfy any judgment after said suit shall have been finally determined, if adverse to Puget Sound Energy. Nothing else in this Agreement shall absolve the Ownel(s) of this responsibility. O\.vner(s) shall not be so obligated, however, with respect to claims, losses, expenses, or legal actions resulting from the sole negligence of Puget Sound Energy. 6. Toe rights and liabilities under this Agreement shall run with lhe land. A violation of this Agreement shell be enforceable at the suit of the Owner(s}, their successors and assigns (assigns including any person or persons deriving title to the Buitding immediately or immediately frorn the Owner(s). Buildling Easement WO# 105079762 I RW·094806 / Hotel al Southport Page 9 oJ 10 OWNER(1): HOTEL AT SOUTHPORT, LLC., a Washington limited llablllty company By: SECO OEVELOPMENT, lNC, a Washington corpoflltion Its: Managing Mem~ber By:_ ·-LM~IC'"H~A'cEc1L:fz<H~R~IS~T~--- 1ts: Pre.7iden.-f- OATED: _ _:_/_-.::L0=::..._-...;.1_0_ PUGET sou::;~__:;;__:_--- BY: _ _,~r,c,=,c_::L: _____ _ c9' ITS: .s....,,t. s.Jf, Ki,-skJ.1<, DATED, z -:s -201, BuHdllng Easemenl WO# 105079782 / RW.-094806 I Hotel al Southport Pago tO of 10 20160204001008.010 RETURN ADDRESS: Puget Sound Energy, Inc. Attn: ROW Department (AEM) PO Box 970341 EST-06W Bellevue, WA 98009-9734 • PUGET SOUND ENERGY 1111111111111111 20160204001008 PUGET SOUH1l EN EIIS 82 .te PF>GE-tel DI' 118 82/84/2116 15:15 KING COUNTY, 11A ORIGINAL AGREEMENT AND EASEMENT FOR ELECTRIC SYSTEM REFERENCE #: GRANTOR: HOTEL AT SOUTHPORT, LLC. GRANTEE: PUGET SOUND ENERGY, INC. SHORT LEGAl: Portion of Lot A, Renton LLA. No. LUA14-o01514, K.C. Rec. No. 20141223900010 ASSESSOR'S PROPERTY TAX PARCEL: 052305-9075 20160204001008.001 The Agreement ("Agreement" herein) is made this 2.C,t°dayof .;;71 n l,ltl Y ~ . 20J..b.. between HOTEL AT SOUTHPORT, LLC, a Wuhlngton limited liability company ("Granto;: rein): and PUGET SOUND ENERGY, INC., a Washington Corporation rGrentee" herein). For good and valuable consideration in hand paid, lhe receip, of which Is hereby acknowledged, Grantor cooveys and warrants 10 Grantee, subject to the terms and conditions sel forth herein, a perpetual non-exclusive easement over, under, along, across, and through that certain real property (the "Property" herein) IOcated in King County, Washiragton and legally described as: "NEW LOT A", CITY OF RENTON loT LINE AOJUSTIIENT NUMBER LUA14-001514, RECORDED UNDER RECORDING NUMBER 20141223900010, RECORDS OF KING COUNTY, WASHINGTON. SAID LOT LINE ADJUSTMENT BEtNG wmtfN A POI\TION OF THE SOUTHWEST QUARTER OF THE SOUllfW&ST CIUARTER OF SECTION 05, TOWNSHIP 23 NORTH, RANGE 05 EAST AND THE NORTHWEST CIU.t.RTER OF SECTION 08, TOWNSHIP 23 NORTH, RANGE 05 EAST, WILL..AMETI'E MERIOIA.H. Except es may otherwise be set forth In this Agreement, Grantee's rights shall be exercised only upon, under, across, and through that portion of the Property (the "Property Right-of-Way• herein), and only over, under, along, across and lhrough that portion of the Building (the ·aulldlng Right-of-Way" herein), which Property Right-of-Way and Building Right-of-Way are more particulariy described below; '"Property Right-of-Way': An easement area Ten {10) feet wide with Five (5) feet on eaeh side of a centerline described as follows: The Ce!"llertine of Grantee's facilities as now constnJcted or to be constructed, extended or relocated lying within the above described real property. '"Building Right-of-Way'': An area located within the building structure as now constructed or lo be constn,,cted as iltuslraled in Exhibit "B" attached hereto and by this reference Incorporated herein. 1. ?uroose. 1. 1 Grantee shall have the right to construct, install, operate, use, maintain, remove, repair, replace, upgrade end extend an electric distribution system, together with all other appurtenant and necessary or convenient facilities and equipment, including lhe following: conduits, cables, wires, tines. communication and slgnal lfnes. vaults, (collectively, ~Facilities and Equipmenr herein) upon, under. across, and through the Property and Building Rights- of-Way with the exception that Grantee shall not remove or disturb Grantor-installetl Facilities and Equipment without Buildling Easement EXCIS~oof'REOUiRED Holfd at Southport King Co. Racards OMolan e,fh~.~ 20160204001008.002 express consent of Grantor. Following the initial construction and installation of Granlee's FeciliUes end Equipment, Grantee may, from time to lime, construct, install, operate, use, maintain. remove, repair, reptace and reasonably enlarge such additional Facilities and Equipment as it may require, provided that said activities. dO not unreasonably interfere with Grantor's use of the Property and Building, and i:irovided that Grantor be given sufficient prior notice of Grantee'5 intentions and provided lhat no work be done without Grantor's and Grantee's mutual written approval. 1.2 Gmntor shall provide a ttansformer room and an electricallmeler room requipment Rooms• herein), constructed 10 the specifications of Grantee, and located within the Building Right.of.Way. Granlee shall further have the right, but not the obligation, to operate, use, maintain and repair said Equipment Rooms, and lo install all necessary and required Faci(ities and Eq1Jipmenl within said room5, together with all appurtenant and necessary or convenient facilities ani:I eQuipmenl. Grantee shall have exciusive use of said Equipment Rooms excep1 Granlor may install, with Grantee's written consent (INhich shall not be unreasonably withheld ot delayed) and maintain within the eleclricallmeter room facilities and equipment items provided they do not unreasonably interfere wilh Gtanlee's facilities and equipment, !he right5 granted herein lo Grantee or adversely effecl the safety of Grantee's equipment and facilities. 2. Access· Security 2.1 Grantee shall have the righl of free and reasonably safe access to the Ri9hts--of-Way over and across the Property and through the Building ta enable Grantee to exercise its righ.ts hereunder. In case of emergencie5, Grantee shall have aocess at all times; in all other cases Grantee shall give Grantor rnasonable notice and shall coordinate its activities so as to cause minimum disruption 1o Grantor's activities on the Property and in the Building. 2.2 Without limiting the generality of the foregoing, and specifically with respect to the Building Right--of.Way, Grantee shall further have reasonably safe and free access to the Building such that Grantee may access the Building Rlght-of·Way al all points which Grantee and Grantor mutually agree are appropriate. Grantor shall provide Grantee with such keys as may be necessary to provide for Grantee's safe and free access to the Building. Grantee shall have the right to control all access to the transformer room. Access to the electric/meter room shall be provided by means of a dual lock system, which allows both Grantor and Gmntee iru:lependent access to said electric/meter r0orn. Grantee shall Immediately notify Grantor in Iha event any keys to the electric/meter room are lost, stolen or destroyed. 2.3 Grantor shall provide such reasonable, sufficient and reliable security for the Property so as to protect Grantee·s Facllilles and Equipment againsl theft, vandalism or other damage or destruction caused by third parties; however, in the event of loss or damage to the Company's property arising from neglect, carelessness, or misuse by the Granter, the oost of necessary repairs or replacement shall be paid by the Grantor. 3. Obstructions· Landscaping. 3.1 Except with respect to the Building Rlght--of·Way, Grantee may, from time to time with the express consent of Grantor, disrupt the surface of the Property Right~f·Way to the extent reasonably necessary to carry out the purposes set forth in Paragraph 1, provided that said disruption is C001dlnated in advance with Grantor and that Grantee provide restoration per Paragraph 3.3. 3.2 Following the installation of any underground Facilities and Equipment. Granter may undertake improvements. to the area of the ~roperty Right--Qf·Way, includingi landscaping, sidewalks, driveway&, and parking facllitlas, provided that said improvements are consistent with Paragraph 4.1 of this Agreement, and provided thal Grantor shall maintain reasonable means of ecc:es:s to the Facilities and Equlpmenl sufficient to allow repair by grantee. Bulldling Easement WO# \05079762 / RW.094806 f Hotel 81 Soulhpolt Page 2 of 10 3.3 Resloratlon. Following initial installation and/or repair or enlargement of its Facilities and Equipment, Grantee shaH reslore. to the extent reasonably practicable, the landscaping or other surfaces or portions of lhe property to the oondition it was in immediately prior lo such work, unless said work is at the express request of Grantor, in which case Grantor shall be responsible for restoralion. All restoralion, which is !he responsibility of Grantee. shall be performed as soon as reasonably possible following completion of any work, and shall be coordinated with Grantor so as to cause the minimum amount of disruption to Grantor's use or the Property. 4. Grantor's Use of Riqht-<1f-Way. 4.1 Grantor reserves the right to use Property and Building Rights-ofpWay for any purposes oonslstent with the rights herein granted, inclucling the construction of planters. sidewalks driveways, parking structures, building structures, and other structures not yel contemplated, provided lhat Granter and Grantee mutually agree that said uses do not unreasonably interfere with Grantee's exercise of Its rights herein granted. 4.2 Fallowing lnstallaUon of Grantee's Facilities and Equipment Yt'it.hln lhe Rights-of-Way, no digging, tunneling or other acti,,,.ily shall be done with respect to the Property which would Impair, disturb or otherwise unreasonably interfere with the security and structural integrity of Grantee's Facilities and Equipment. 5. Costs of Construction and Maintenance. 5.1 The Equipment Rooms shall conform to all applicable Standards ror fire protection. oil containment, and 2016020400"1008.003 slructural integrity. Grantor shall provide, install and maintain sufficient and adequate fire extinguishers and lights in the Equipment Rooms. Al! doors to lhe Equipment Room shall have Best cytlnder locks compatible with Grantee's Master key system or allow for use of Grantee's padlocks. All keys to such locks and padlocks for lhe transformer room sfiell be and remain iri Grantee's possession. Doors to the Equipment Rooms shall be plated in the area of the door lock lo prevent forcing of the lock-bolt. 5.2 Grantee shall bear the cost and expense of construction, installation and maintenance and removal of Grantee's Facilities and ,Equipment. 6. Termination, The rights hefein granted shall continue until such time as PSE terminates such right by written instrument. If terminated, any improvements remaining in the Easement Area shall become the property or OWner. No termination shall be deemed to have occurred by PSE's failure to install its systems on the Easement Area. 7. Sucgssgrs and Assigns. The rights and obligations of the parties shall inure to the benefit of and be binding upcn their respective successors and assigns. 6. TIiie to Eauioment and Facilities Tllle to an Facilities and Equipment Installed, conti,trucied or furnished by Grantee shall vest and remain in Grantee and shall nol be deemed to be fixtures or appurtenances to lhe Property or the Building. 9. Indemnity PSE agrees to Indemnify Owner from and against liabiltty or expense incurred by Owner as a result of lhe negligence of PSE or its contractors in the exercise of the rights herein granted to PSE, or as a result of a breach of lhis agreement by PSE, but nothing herein shall require PSE to indemnify Owner for that portion of any such Hability attributable to the negligence of Owner or the negligence of others. 10. Egµipment Transoonation Agreement. As an addendum to and recorded with this Agreement and Easement for Electric System shall be a fully executed Equipment Transportation Agreement. SulldQng Easement WO# 105079762 J RW-094806 / Hotel al Southport Page 3of 10 GRANTOR: HOTEL AT SOUTHPORT, LLC., a Washington limited liability company GRANTEE: By: SECO DEVELOPMENT, INC, a Washington corporation Its: Managing Mem~ By:.~~c.,-,-.,.,'=,--,-,'~~~~~ MICHAEL CHRIST 11s: Pre>ideh t el, Supervisor Real Estate 8uildling easement WO# 105079762 / RW-094606 I Hotel at Southport Page4or10 20160204001008.004 STATE OF WASHINGTON COUNTY OF /'-/ f,J q ) ) ss ) 20160204001008.005 On lhis lff~ay of vll h IA.II~ , 20..f....!£.. beforn mo, the undersigned, a Notary Public in and fot the State of Washington, dl.l'ly commi,iii ed a~ sworl_l._Personally appeared MICHAEL CHRIST to me known to be the person(s) who signed as vre..5 i er\ I , of SECO DEVELOPMENT, INC, a Washington corporation. managing member of HOTEL AT SOUTHPORT, LLC., lhe Washington limited liablllty company that executed the within and foregoing instrument, and acknowledged said instrument to be his free and voluntary act and deed and the free and voluntary act and deed of said corporalion for the uses and purposes therein mentioned; and on oalh stated that he was authorized to execute the said Instrument on behalf of said c::orporalion. IN WITNESS WHEREOF I have hereunto set my hand and official seal the da)' and year first above written. STATE OF WASHINGTON) ) ss COUNTY OF KING ) &i.M--, '-f__Cu,.1~ (Print or stamp name of Notary} NOT,\BY PUQLIC i(I and for the State of Washington, residing al ~ot:r.e ,1 My Appointment Explres:_1~1-· ~29...._·_.1_.'t,~------ -') .,.,.. ~ On this ..L:::..L. day of 'lz \ {)..~ ~ Wfij , 201Jt2. before me, the undersigned, a Notary Public in and for the State of Washington, du!y commission and s~m. personally appeared Ira M<:O~mlel, to me known to be the person who signed as Supervisor Real Estate of Puget Sound Energy, Inc., the corporation that executed the within and foregoing instrument. and acknowledged said Instrument to be her free and voluntary aci and deed and the free and voluntary aci and deed of said oorporalion for the uses and purposes therein mentioned; and on oath slated that she was authorized to execute the said Instruct.ion on behalf of said corporation. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day a d year first above written. :,..,,,,,,,\\\,,,,,, a ~":!-~''' :f i>'~A~~.,.~~~i·,,,,. :: If +ot11,p;1k\~ '-' ~ ~·· . __ :. \ ~ ~ oO :: l, ~ ,,, .. ,,. ~ ::: ~ ..,.,,,_. 8-30.,"/1...0 ff ~,. <-' ............. _,<) .:- ,,,,,~,, WAS"~'~ t'"''""'''"" Nolay IUI, 11U1.anoall nolltionl mu1tnot be witrir.1' "*'9ns Buildling Easement WO# 105079762 I RW-0948061 Hole! at Southport Page 5 cl 10 (Signature otary) ~1-Lx w!ia.1-tois (rin CM stamp name of Nolary) NOTARY PUBLIC in and f~lale of~ Washington, residing at~.( My Appointmenl Expires: ~:,.. - EXHIBIT"A" VAULT ROOM LOCATION Lake waterfront Approximate location of electric vault room DRAWING IS NOT TO SCALE THIS MAP IS NOT INTENDED TO REPRESENT THE PRECISE LOCATION OR THE EXTENT OF PUGET SOUND ENERGY'S PRESENT OR FUTURE FACILITIES. BulldUng Easement WO# 105079762 / RW-094806/ Hotel .at Souehport ?ege & of 10 20160204001008.006 EXHIBIT "B" Vault Room Detail 3'-6 3/16" --U) I 3'-6 3/1 X01 - Building Ea&ement WO# 105079762 I RW-094806 / Hotel at Southport Page 7 of 10 174 20160204001008.007 II EQUIPMENT TRANSPORTATION AGREEMENT {addendum) 20160204001 OOB..008 This agreemenl is made and entered into this 2 ~ day of .:J7, h fACU::1 .20~ by and between Puget Sound Energy, Inc., organized and existing under the laws of the State of Washinglon, hereinafter referred to as "Puget Sound Energy," and HOTEL AT SOUTHPORT, LLC. (Owner), hereafter referred to as lhe "Owner." WITNESSETH: WHEREAS the Owner{s) own the property/building localed at 1083 Lake Washington Boulevard North, Renton 1 Washington, hereinafter referred to as the ""Building," legally described as: "NEW LoT A" 1 CITY OF REHTON LOT LINE ADJU$TMENT NUMB!R LUA14-001514, RECORDED UNDER RECORDING NUMBER 20141223900010, RECORDS Of KING COUNTY, WASHINGTON. S.AIDLOT LINE ADJUSTMENT BEING wrTHIJol A PORTION OF TtlE SOLITHWEST QUARTER OF THE SOUTHWEST QUARTER OF SECTION 05, TOWNSHIP 23 NORTH, RANGE 05 EAST AND THE NORTliWEST QUARTER Of SECTION 08, TOWNSHIP 23 NORTN, RANGE 05 EAST, WCUAMETTE MERIDIAN. WHEREAS. the Owner{s) desire(s) the installation by Puget Sound Energy of transformer{s), cable and switch(es), hereinafter referred to as "Equipment" in a location inaccessible to Puget Sound Energy's mobile crane, and WHEREAS. Pugel Sound Energy is not equipped to transpoM lhe Equipment to and from the Owne~s) desired location, and WHEREAS, this Agreement is for the benefil of the Owner{s). permilting the OWner(s) to save substantial cost in Building wiring by locating the power supply poinls closer to the Building loads; lhat Puget Sound Energy derives absolutely no benefit from this Agreement. and Puget Sound Energy entered inlo this Agreement, solely for the benefit of the Owner(s). NOW THEREFORE, it is mutually agreed as follows: 1. Delivery and Installation. 1.1 Puget Sound Energy shall deliver lhe eq1.1ipment onto the street area adjacent to the Building at lhe location which the OWner(s) shall designate, and which is accessible to Puget Sound Energy's mobile crane. When possible, reasonable notice shall be given lhe Owner{s) prior to delivery and all work shall be performed during normal v.orl<ing hours. 1.2 The Owne~s) shall immediately move lhe Equipmenl to lhe Owner(s) desired location. Any damage to the Equipment which occurs after it is de6vered to the Building and Buildling C.!lsement WO# 105079762 / RW-094806 f Hotel al Southport Page 8of 10 during the transportation by lhe OWner(s), and any addilional expense incurred as a result of said damage, shall be paid by the Owner(s). 1.3 PU9el Sound Energy shall be present during the transportation of the EQuipment. and shall thereupon proceed with all the necessary electrical connections. 1.4 The Owner(s) shall remove a!! walls. doors, sills, Building fixtures, carpets, etc. as necessary to provide a clear route for the transport of equipment as described above. 2. Replacement And/Or Removal. In the event n is necessary to remove the Equipment for replacement or 20160204001008.009 any other purpose, Puget Sound Energy shall provide replacement equipment. Installation and delivery of replacement equipment, and removal of the Equipment shall be made in accordance with the terms of Section 1, above, and the following. 2.1 Puget Sound Energy shall disconnect the Equipment, and the Owner(s) will assume transportation responsibility. 2.2 The Owner(s) shall thereupon transpon the Equipment to a location outside the Building \Yhich is accessible 1o Puget Sound Energy's mobile crane. 2.3 Thereupon, Puget Sound Energy shall remove the Equipment from the location accessible to Puget Sound Energy's mobile crane. 3. Delays. Any delays on the part of the Owoer(s) shall subject the Building to the possible loss of electric service and Pugel Sound Energy shall not be responsible for any loss of electric service or any other claims for damage of any kind whatsoever, incurred as a result of the loss of said electric service. 4. The Owner hereby accepts full responsibility for any damage to the Equipment while under the Owner's control and agrees to furnish to Puget Sound Energy, prior to the performance of the activity contemplated by this agreement, satisfactory evidence of insurance coverage for the fulJ replacement value of the Equipment, naming Puget Sound Energy as Loss Payee and Additional Insured. 5. The Owner(s) shall defend, indemnify, and hold harmless Pugel Sound Energy and 1heir agents and employees from and against all claims, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the OWner's transportation of the EqUlpment pursuant to the tenns of \his agreement. Upon notice by Pugel Sound Energy to the Owner(s) or any claim or commencement of any legal action arising from such transportation, the Owner(s) will defend the same at its sole cos1 and expense and will fully satisfy any judgment after said suit shall have been finally detennined, if adverse to Puget Sound Energy. Nothing else in this Agreement shall absolve the Owner(s) of this responsibility. Owner(s) shall not be so obligated, however, with respect to claims, losses, expenses, or legal actions resulting from lhe sole negligence of Puget Sound Energy. 6. The rights and liabilities under this Agreement shall run with the land. A violation of this Agreement shall be enforceable at the suit of the Owner(s). their successors and assigns (assigns including any person or persons deriving title to the Building immediately or immediately from the Owner(s). Buildling Easement WO# 105079762 I RW-0948061 Hotel at Soulhport Page 9 of 10 OWNER(a): HOTEL AT SOUTHPORT, LLC., a Washington limited llablllty company By: SECO DEVELOPMENT, INC, a Washington corporation Its: Managing Mem~ber By:_~ ·-~M"1c=H~A~E=~-H~R=1=s=T ___ _ Its: fre.0ideh..-r DATED:_~/_-_Z.0~-~/_0_ PUGET sou::;::_/__:.----- BY: ___ ~ ..... ~---------oi' ITS· ~f,/. s.Jf. Ki,-GU," DATED, 2 -:s -zott. Buildling Easement WO# 105079762 / RW-0946061 Hotel at Southport Page 10 of 10 20160204001008.010 AFTER RECORDING RETURN TO: m1111m~1111111~1 20160208000458 City Clerk's Office City of Renton 105 5 South Grady Way Renton, WA 9805 7 CITY OF RENTON EAS 91.18 PAc.E-eel OF IIB e21ea12e1a 1e,es KING COIJ'ITY, UA EXCISE TAX NOT REQUIRED King Co. Records Division By -~ , Deputy SUPPLEMENTAL PEDESTRIAN WALKWAY EASEMENT AGREEMENT GRANTOR: OFFICE AT SOUTHPORT LLC, a Washington limited liability Company, and HOTEL AT SOUTHPORT LLC, a Washington Limited Liability company GRANTEE: CITY OF RENTON, a Washington municipal corporation LEGAL DESCRIPTION "LOT A" AND "LOT B" CITY OF RENTON LOT LINE (Grantor Property): ADJUSTMENT NO LUAJ4-00l 514 (SOUTHPORT LOT LINE ADJUSTMENT) RECORDING NO 20141223900010 (BEING A PORTION OF SW QTR SW QTR STR 05-23-05 AND OF NW QTR NW QTR STR 08-23-05) ASSESSORS' TAX 082305-9216 and 052305-9075 PARCEL ID NO. (Grantor Property): REFERENCE NO.: NIA 20160208000458.001 THIS PEDESTRIAN WALKWAY EASEMENT AGREEMENT ("Easement"), is entered into this 2.<1; day of J111:t11tu~ , 2016 ("Effective Date") by and between OFFICE AT SOUTHPORT LLC, a Wash( gton limited liability company, and HOTEL AT SOUTHPORT LCC, a Washington limited liability company ("Grantor"), and CITY OF RENTON, a Washington municipal corporation ("City" or "Grantee"). RECITALS A. Grantor is the owner of real property located in King County, Washington legally described on Exhibit A attached hereto (the "Grantor Property"). B. The Gene L. Coulon Memorial Beach Park, a municipal public park operated by Grantee, is located easterly of the Gran tor Property (the "Park"). The Park is legally described on Exhibit B attached hereto. 20160208000458.002 C. The Park includes a public trail, a portion of which is along the southern shoreline of Lake Washington. The Grantee would like to connect Gene Coulon Memorial Beach Park to the Cedar River Trail via the Sam Chastain Waterfront Trail, the western portion of which currently terminates to the south and west of the Grantor Property at Point A as depicted in Exhibit C. D. In the past, Granter and/or affiliates of the Grantor have granted several easements to Grantee to enable Grantee to extend the Sam Chastain Waterfront Trail from the Park over several properties owned by Grantor and/or affiliates of the Granter to create a continuous public walkway/trail system from the Park to the west boundary of the Grantor Property at Point C as depicted in Exhibit C. Those existing easements are recorded with King County under AFNs 20051021000894, 20051021000895, and 20051021000896, and 20001117001232. E. Gran tor has agreed to grant an easement across that portion of the Grantor Property depicted on Exhibit D attached hereto and legally described in Exhibit E attached hereto (the "Easement Area") to enable the City to extend the Sam Chastain Waterfront Trail further to the west toward the existing Cedar River Trail subject to the terms and conditions set forth herein. F. Grantor has constructed a dock over the west flmne, which is described in the Southport Planned Action Environmental Impact Statement (DSEIS, pp. 2-9 and 2-22). This dock encompasses the Easement Area, as well as a portion of the Grantor Property not subject to this Easement. For the purposes of this Easement, the portion of the dock located in the Easement Area shall be known as the "Grantee Walkway," and the portion oflhe dock located outside of the Easement Area on any other portion of the Grantor Property shall be known as the "Grant or Walkway." 2 20160208000458.003 AGREEMENT In furtherance of the Recitals set forth above, which are incorporated herein by reference, and in consideration of the mutual promises and covenants set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Grant of Easement. Subject to the terms and conditions set forth herein, Grantor hereby conveys and quitclaims to Grantee a non-exclusive easement over, across, and upon the Easement Area for the purpose of operating and maintaining a public walkway for pedestrian use only. This Easement shall include the right to access by the Grantee (including its employees, agents and contractors) over the Easement Area as necessary for the Grantee to satisfy its maintenance and repair obligations as set forth in Sections 2J and 2K, including inspection at reasonable intervals. 2. Conditions on Easement. In the event the Grantee satisfies conditions A, B, and C below, the Grantee may access and utilize the rights granted in this Easement. Until then, the grant of Easement in Section I above, and these terms, condition and limitation shall have no force or effect. A. Grantee shall make continuous diligent effort with the owner(s) of the property to the southwest of the Grantor Property to obtain access rights ( easement or other legal interest) to locate the trail connection on the adjacent property (current King County tax parcel 0723059001 ). Such alternative access rights would provide a trail connection between the Sam Chastain Waterfront Trail at Point A on Exhibit C to Point Con Exhibit C, thereby mooting the need for the subject Easement. For purposes of this easement "make continuous diligent effort" shall mean that the City wiJJ request a substitute easement from the adjacent property owner whenever permissible pursuant to its substantive legal powers under the State Environmental Policy Act ("SEP A''), its Shoreline Master Program ("SMP"), or other applicable law whenever the adjacent owner seeks a permit or approval to improve or modify its property. B. The Grantee shall have completed construction of the extension of the Sam Chastain Waterfront Trail between Points A and B on the route shown on Exhibit C (hereinafter referred to as the "Trail Extension"), including obtaining any and all access rights and permits necessary to complete the Trail Extension. C. Concurrent with submitting any application(s) to construct the Trail Extension, the Grantee shall provide Grantor with a copy of all application materials for review and comment. D. Grantor reserves the right to use the Easement Area to construct, maintain, operate, or repair any improvements and/or uses on the Grantor Property or any affiliate properties legally described in Exhibit F ("Affiliate Properties"). This reservation shall include, but not be limited to, the right: (a) to install, construct, maintain, inspect, repair, replace, and operate any utilities and marine support facilities located now or in the future within the Easement Area (e.g., power, water, telephone service, and sewer pump out); (b) to temporarily block or interrupt access lo the Easement Area for maintenance and/or emergencies; (c) to 3 20160208000458.004 temporarily block or interrupt access to the Easement area to construct, maintain, operate, or repair any improvements and/or uses on the Grantor Property and/or Affiliate Properties; (d) to block access up to five times per year to the Easement Area for up to 24 consecutive hours, or longer with the prior written approval of Grantee, for special events on the Grantor Property and/or Affiliate Properties, including, but not limited to, concerts, weddings, and conventions; and (e) to construct a noig~,.2bscuring fence, (e.g., chain link without slats), immediately adjacent to the Easement A'r.!hlseparating the Easement Area from the balance of the Grantor Property. Grantor further reserves the right to use the Easement Area for any other purposes not inconsistent with the easement rights granted herein, provided that such other uses do not unreasonably interfere with Grantee's use of the Easement Area. E. Grantee shall exercise its easement rights in a manner that will not interfere with the Grantor's reasonable use of its property. F. 11te easement rights granted herein may be exercised only during those hours when the Park is open to the public, as may be modified from time to time. G. The easement rights granted herein are limited to pedestrian connectivity only. Such rights do not include any rights of assembly, speech, demonstration or petition, and do not authorize exhibiting any placard, signs or notices, distributing any circular, handbill, placard, or booklet, soliciting membership or contributions, parading, picketing or loitering. H. The easement rights granted herein do not include the right to ingest, sell or distribute alcohol within the Easement area. I. Except as provided herein, Grantee shall have no right to make any temporary or permanent improvements, including installing landscaping, benches, signage or other structures, within the Easement Area without the prior written consent of the Grantor. J. Prior to commencing use of the Grantee Walkway pursuant to this Easement, and at regular intervals thereafter in the Grantee's reasonable discretion, the Grantee shall inspect the dock structure located within the Easement Area and confinn that the condition of the Grantee Walkway is safe and adequate for Grantee's purpose(s). K. Grantee's maintenance of the Grantee Walkway is subject to the following terms and conditions: i. Grantee shall have no responsibility to maintain the Grantee Walkway until Grantee physically has access to and utilizes the Easement. ii. The Grantee shall maintain the Grantee Walkway to a level consistent with the quality of the Grantor Walkway, but in no event shall that level fall below the standards for other pedestrian walkways maintained by Grantee along the Lake Washington shoreline and/or other parks owned or managed by Grantee. 4 20160208000458.005 111. Grantee accepts the Grantee Walkway "AS IS" and assumes responsibility, at its sole cost and expense, for maintaining and repairing the Grantee Walkway surface consistent with the terms and conditions set forth herein. Grantee's maintenance responsibility shall include the obligation to replace the surface of the Grantee Walkway, as needed; provided that, Grantee shall submit its schematic plans and construction details for any proposed replacement of all or any portion of the Grantee Walkway surface to Grantor at least thirty (30) days before submitting for any related governmental permits or approvals, and at least sixty (60) days prior to commencing construction. L. All Grantee maintenance, repair and improvement activities (Section 2.K) shall be performed consistent with the following conditions and restrictions: i. Grantee shall perform all maintenance, repair and/or replacement work in a careful, workmanlike manner, free of claims or liens. ii. Grantee shall perform all maintenance, repair and/or replacement work in a manner so as not to unreasonably interfere with the use and enjoyment of the remainder of the Gran tor Property or the Affiliate Properties. m. Grantee shall perform all maintenance, repair and/or replacement work in a manner so as not to unreasonably block pedestrian access or vehicular access to, from, and/or across the Easement Area by the Grantor, its lessees, sublessees, tenants, subtenants, invitees, employees, contractors or agents. iv. Grantee shall perform all maintenance, repair and/or replacement work in a manner so as to minimize impacts on any views from the Grantor Property or the Affiliate Properties of Lake Washington, and shall not block any views from the Grantor Property or the Affiliate Properties of Lake Washington for longer than a total of seven calendar days in any calendar year without first obtaining the prior written consent of the Grantor. v. Grantee shall perform all maintenance, repair and/or replacement work in a prompt and timely manner. Once Grantee has initiated any maintenance, repair and/or replacement work in the Easement Area, Grantee shall continue such work through completion without any unreasonable delay. vi. In those instances where Grantee's maintenance, repair or improvement of the Grantee Walkway may impair or obstruct Grantor's use of or access to the Grantor Walkway or affect the structure underlying the Grantor Walkway or Grantee Walkway, Grantee must obtain Grantor's prior written approval of any such plans and details before commencing construction on any portion of the Grantee Walkway or within any portion of the Easement Area. M. The parties acknowledge that there are several structural members, (e.g., corrugated iron bulkheads, !-beams, concrete wall, etc.) (collectively the "Structural Members"), that underlie and support portions of both the Grantor Walkway and the Grantee Walkway. The parties agree that in the event all or any portion of any of the Structural Members require maintenance, repair or replacement, Grantor shall complete such maintenance, repair and/or 5 20160208000458.006 replacem work in a timely and workmanlike manner (subject to any delays or restrictions i and s~f -ft, &dif/fJ 2~r imposed ough government permits and approvals); provided that the parties shall share in the costs of such repair, maintenance or replacement work. As of the Effective Date of this Easemen e parties agree that Grantor shall be responsible for seventy five percent (75%) and the Grantee shall be responsible for twenty five percent (25%) of the costs of any such repair, maintenance or replacement work, including design and permitting costs; provided that either party may request review and revision of this cost split at any time based on actual percentage usage of the Grantee Walkway. In the event public use (persons using the Grantee Walkway not originating from the Southport properties) exceeds fifty percent (50%) of the total usage of the Grantee Walkway, the cost split shall thereafter be fifty percent (50%) from the Grantor and fifty percent (50%) from the Grantee. Grantor shall provide Grantee with an itemized invoice documenting the total cost of the maintenance, repair and/or replacement work, including design and permitting costs. Within sixty (60) days ofreceipt thereof, Grantee shall pay Grantor its share (as calculated above) of the total costs. N. In no event shall any of the Benefitted Parties (defined in Section 6 below) store, dispose, release, or discharge from, or otherwise use any "Hazardous Materials" or other wastes or substances on the Grantor Property or the Easement Area. "Hazardous Materials" means any (a) petroleum products or by-products; (b) all hazardous or toxic substances, wastes or materials or pollutants, including hazardous substances as defined by § I 01 (14) of the Comprehensive Envirorunental Response, Compensation and Liability Act of 1980, as amended, and/or the Washington State Model Toxic Control Act, RCW §70.105.010, as amended; and (c) any other chemical, pollutant or material which is regulated by any federal, state or local govenunental agency or authority under any envirorunental laws. Notwithstanding the foregoing, Hazardous Materials shall not be defined to include fuel or lubricants necessary for the operation of any of the Benefitted Parties' maintenance vehicles, inspection vehicles or maintenance equipment, provided that such materials are used in accordance with any and all applicable Hazardous Material laws, and are handled in a reasonably prudent manner. 3. Easements Run with the Land. A. The grant of the foregoing easement, to the extent it becomes effective, shall run with the land and inure to the benefit and be binding upon the successors and assigns of Grantee and Grantor, respectively, and shall bind the Grantor Property as the subservient tenement and benefit the Park as the dominant tenement, for so long as the Park remains open to the public. B. At the time in the future the Grantee is able to secure substitute access rights (easement or other legal interest) over the adjacent property (current King County tax parcel 0723059001) to provide a trail connection between the Sam Chastain Waterfront Trail at Point 'A on Exhibit C to Point C on Exhibit C, this Easement shall terminate and be of no further force or effect upon the Grantee opening the substitute access as a trail to the public. The Administration of Grantee will request capital funding for the trail construction from the City Council of Grantee once Grantee obtains the Boeing parallel easement and will diligently pursue state and federal grants and other available funding sources. Thereafter, Grantor and Grantee will execute and record a termination and release of this Easement. 6 20160208000458.007 4. -Breach. In the event of any breach or threatened breach of this Easement by the Grantor or Grantee, the non-defaulting party shall have the right to sue for damages and/or for specific performance and/or to enjoin such breach or threatened breach. 5. Risk of Damages. A. Any use of the Grantee Walkway is subject to RCW 4.24.200 and 4.24.210. B. Grantee accepts the Easement Area in its present condition, "AS-JS," and Grantor shall have no duties to Grantee regarding the condition of the Easement Area or the Walkway. 6. Indemnification. Notwithstanding the effect of Section 5 above, Grantee hereby releases, indemnifies and promises to defend and save harmless Grantor from and against any and all liability, loss, damage, expense, actions and claims, including costs and reasonable attorneys' fees incurred by Granto, in defense thereof, asserted or arising directly or indirectly on account of or out of acts or omissions of Grantee, or its successors, assigns, lessees, sub lessees, tenants, subtenants, invitees, employees, contractors or agents (collectively the "Benefitted Parties") in the exercise of the rights granted herein, or in connection with or arising from the public's use of the Easement Area; provided however this paragraph does not purport to indemnify Grantor against liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the sole negligence or willful misconduct of Grantor, or its agents or employees. If a court of competent jurisdiction determines that this Easement is subject to the provisions ofRCW 4.24.1 l 5, the parties agree that the indemnity provisions in this Easement shall be deemed amended to conform to said statute and liability shall be allocated as provided therein. 7. Insurance. Grantee and/or its contractors, employees and agents working on the Grantor Property or Easement Area shall maintain in full force and effect, beginning on the Effective Date of the rights granted in this Easement and continuing thereafter throughout the term of this Easement, a policy of commercial general liability and property damage insurance related to the Easement Area and the Benefitted Parties' and public's use or occupancy thereof in a form acceptable to Grantor and with a minimum limit of $5,000,000 per occurrence under which policy the Grantor is an additional insured. 8. General Provisions. A. Notices. Any notice, request, approval, consent, or other communication required or permitted to be given by any party to any other hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or by overnight courier; or received following deposit as prepaid certified mail (return receipt requested) with the United States Postal Service; and addressed to the appropriate party at its address set forth below, or at such other address as such party shall have last designated by notice to the other. 7 GRANTOR: Office at Southport LLC c/o Seco Development 1083 Lake Washington Blvd. North, Suite 50 Renton, Washington 98056 GRANTEE: City of Renton c/o Community Services Department 1055 S. Grady Way Renton, Washington 9805 5 2016020&000458.008 B. Attorneys' Fees. If any suit or other proceeding is instituted by any of the parties to this Easement arising out of or pertaining to this Easement, the substantially prevailing party shall be entitled to recover its reasonable attorneys' fees and all costs and expenses incurred from the substantially nonprevailing party, in addition to such other available relief. C. Entire Agreement. This Easement constitutes the entire agreement of the parties hereto with respect to the matters dealt with herein, and supersedes all prior correspondence, agreements and/or understandings, both verbal and written, not contained in this Agreement. This Easement shall not be modified unless done so in writing and signed by both parties. D. Governing Law. This Easement shall be governed by and construed in accordance with the laws of the state of Washington. E. No Abandonment. Failure to act by either party under this Easement shall nol constitute abandonment of the Easement. F. Severability. The invalidity of any provision of this Easement as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 8 IN WITNESS WHEREOF, this Easement is executed by the parties as set forth below. GRANTORS: OFFICE AT SOUTI-IPORT, a Washington limited liability company By: Seco Development, Inc., its manager By. !#kt: Michael P. Christ, President Date: t /'.2--~ /11., ' 7 HOTEL AT SOUTHPORT, a Washington limited liability company By: Seco Development, Inc., its manager By. (4/d Michael P. Christ, President Date: 1 /-i z_/ Ii;, T I GRANTEE: CITY OF RENTON, a Washington municipal corporation By.•~~,;:t!t_~L..h'f_/!!!.f::.._~~~~~ Name:_...!'.!=~=!..._ ________ ..ffcul Its: ---"-'--~l-rl'c1--,~-----!!1--1 Date: ---~,,.1/'.L!'/-L~-- 9 20160208000458.009 STATE OF WASHING TON COUNTY OF KING ss. 20160208000458.010 I certify that I know or have satisfactory evidence that Michael P. Christ is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the President of Seco Development, Inc., a Washington corporation, the Manager of OFFICE AT SOUTHPORT LLC, a Washington limited liability company, to be the free and voluntary act of such pany for the uses and purposes mentioned in the instrument. Dated this ___ A'.b::::z-!..a..==,._ ___ day of ~,.,.,6 , 201 1, · (Signa~~ry;. A,~,& (Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at /os:..-: s G,1>101 '/!'I Pb,}p,i, t!,fl:C/ll'Q My appointment expires ll: -C/ I • l 7 10 STATE OF WASHINGTON COUNTY OF KING ss. 2016020800045.a.011 I certify that I know or have satisfactory evidence that Michael P. Christ is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the President of Seco Development, inc., a Washington corporation, the Manager of HOTEL AT SOUTHPORT LLC, a Washington limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this __ ::ia=......,"'-'=.JL-____ day of __ ~-~===.-----'' 201~ STATE OF WASHINGTON COUNTY OF KING ss. (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at 10<;5 ~ ClP:1t! • "-''f fl.""'"T1'", 1\/Ct<l !/!S"7 My appointment expires ~-o 1-/7 l 1 20160208000458.012 EXHIBIT A Legal description of Grantor Property "LOT A" AND "LOT B" CIIT OF RENTON LOT LINE ADJUSTMENT NO LUA14-001514 (SOUIBPORT LOT LINE ADJUSTMENT) RECORDING NO 20141223900010 (BEING A PORTION OF SW QTR SW QTR STR 05-23-05 AND OF NW QTR NW QTR STR 08-23-05) Siruate in the Northwest Quadrant of Section 8 and the Southwest Quarter of Section 5, all in Township 23 North, Range 5 East, W .M., in the City of Renton, King County, Washington. 12 20160208000458.013 EXHIBITB Legal description of Gene Coulon Park. HILLMANS LK WN GARDEN OF EDEN #5 BLKS 360 & 361 SD ADD TGW SH LDS ADJ TOW POR GL 4 SEC 05-23-05 & SH LDS ADJ DAF -BAAP N 56-32-07 W 65.018 FT FR NXN OF GOV MDR LN & S LN SD SEC 5 TH N 56-32-07 W 1221.78 FT TO INNER HARBOR LN TH S 45-45-00 W 317.92 FT TH S 44-16-00 E 680Ff M/L TO S LN OF SD SEC 5 THE ALG SD S LN OF SD SEC 765.5 FT MIL TO WLY BNDRY OF BN 100 FT R/W TH NELY ALO SD WLY BNDRY TO POINT OF BEGINNING TGW AREA lN FRONT OF LOTS l THRU 9 BLOCK 360 OF HILLMANS LK WN GARDEN OF EDEN #5 13 .... -' .. I / LAKE WASHINGTON TRAIL AND HABITAT ENHANCEMENT PROJECT cn•Q.<'!ENTOi · -----------'-"--'"'-""""""-'-'---"-'-""'"""-'----------------- ,,, , , , , ,, T11i1Extens1Dn ••••••• •• Existing Sam Chaslei'I Waterfront Trail • • • • • Easemen1 Area (specfic loartlon end desc!Jl(lon m Eldlibls O& El oma,,1 SOU\l!po~ u.c Kng Counl'f Tmc Percet 082305-9215 Hotel at South po~ LLC Kng County Tax Partet 05130>9075 Boeing: King Coullly Tax Pe,cel: 072!05-9001 Gene Coulon Pa1': King County Tax Pa.fmf: 3344~77!> Affilla1ed Pn,perti,,s King County T"' Ps,cel: ll8230S.!I055 d tol > gi !; l"l l"l~ 2 :i: -:; ~:; ~ /'l ~ l'l 2 "i i'l I I ~ ~ EXHIBIT D -LOT A TO EASEMENT AGREEMENT t t ,o 15_ 0 SCALE 1"; 30· S431>T33"'E 7.00' LOT 8 f!S: -BAH 30 IN'FEET BUSH, ROED & HITCHl!'(GS, INt. CIVIL ENGINEERS & LANO·SUR\IEYORS 2009 MINOO AVE. E l~J 32~41 .. SEATILE, WA 98102-3513 BAH JOB N0.·99036.13 LOT A LOTB LOT A SJTUlTE:-IN flE em' OF..AENTON.IUNQ-COl..llffY, WASHINQT~,-1.:.Vll,10;'.IN.TifE•ff,W. 1/•, SECTIOll 8, TOWHSH_IP ~.3 :NORTH; RANGE 5 EAST, W.M. PEDESTRIAN WALKWAY EASEMENT SKETCH PREPARED FOR, SECO DEVELOPMENT, INC. SOUTHPORT PROJECT 15 2016020800045.B.015 s&e~ar20-w 10.10· 30 l.5 SCALE 0 1·: 30· SITTl,\TE fN THE CITY OF AENTON,·IClttG.COUHTY, WASHINGTON, LY~ IN THE-s_:w. ,,c, $EC1'lOH 5 AMO H..W. 1/4, SECTION 8, TOW'NSllP 23 NOR~ RANGE 6 EAST, WM. . ~ i!RH LOT A LOT A BUSH, ROED & HrTCHINGS, INC. CML ENGINEERS & lAND SURVEYORS 2009 MIKOR AVE.. E. (.206] 32:'.1-.4144 SEATT\.E., WA 98102-3513 B.AH JOB NO. 99036.13 v,((> I', PEDESTRIAN WALKWAY EASEMENT SKETCH PREPARED FOR: SECO DEVELOPMENT, INC. SOUTHPORT PROJECT 16 20160208000458.016 EXHIBIT E -LOTS A AND B SUPPLEMENTAL PEDESTRIAN WALJ<IIAY EASE:MENT DESCRIPTION LOTS A AND B THA'I' F-OR'!'IO~ OF LO'IS A !\NG B, CI'.!':' OF R.E1\TON LOT LH~E j;lJ.::USTMEi~T i·~Ll!~~E R I.UP.. ~ 4 -00 ~ Sl ·1, R8CORDED UNDER RF.:CDRD]NG NO. 2Q i 4 2239000: G, RECORC~ OF KI~G COUNT!., WASHTNG1'0N, l,YING WITHlN A 5'!' J? OF LAKO .1c,.oo FtET !N WIDTH, DESCRT8£D AS roLLOT.'i'S: SSGlNN]NG AT THE IWi'SRSEC'J''.:ON CF THG NEST LiNE: o~-LCT !: OF SAlr: LOT L!I\F:: AnlmSTMl:':llfT AhD '!'r!E-: !'iESTERT/{ EXTEt\SIOt~ OF A NORTH ;.1~~F: OF SAID I,O'f' A; ~AIJ ~!ORTH :.n~E 31.:':THG NOR':"H. 43"U7' 33" ~lES'I, A DJS'TANCE OF 716.12 n:l::r FROM TH2 M031' 50U'fHERLY CORNER OF SAID LOT B; Tf.8NCE SOU'l'E 4 3" 07 1 3.":." EAST 1. 00 :-"'SET TO T~E SO~iTHV::ESTERVi LJ~~E OF SAlC !..O".!· ~; THENCZ: NOR'!'lj 49D0U')3" ~AS'f ~0.01 tE.r;'i; '!'HENCE. NORT-E /i3Q07 '33-'' VJEST 7 .37 FEET ·1•0 TME NORTrfi·,'ESTJ::.E:..Y 1.,1:·n:.:; 01· SA TD :or ls; ... EENCf. 30:JTE 46Q54 ·~o" W.ES'r J.0.00 r·t:Ei' ALON'G SA!.D NOR'ft:11·E~':'SRL'-:.' T.TNE Al~D E.X'i'ENSI0i·1 1Tfr;REOF TO TH£ POINT OF EEGlNN!'NG. STTW\'!'E ::N THE HORTJJWEST QUA~TER OF SECT;ON P., 'i'OWt~SHJ P 23 NOH':'H.- P.ANGJ::. ~ EAST, i'l'. [":., II~ Ti~S CITY OF RENTON, KING COU!-l'J'Y ~ WASiiJN(..:.'~'ON. SECC D£Vi::L0l'ME:N'f, INC. 50ll!ilE?OR'!' TI\Yi,CR F.. SC~Ul/T'E, ? • L. S. NO. t, ~ 64 6 3RH JOG HO. 9gQJf.;J MJ.l.Y ~·. 20C6 :t::V lSEJ OCTOBER 17, 20() 6 RF.',VISED ~A?.CH 20, 2:JG7 RSVI.sgu SEPTEMBER 1 ~ 1 201 ~ rtSV1SED Kovembiaz.· 3, 20iS 17 RU:=:H, ~OtC ti Hl 'l'CHINGS I u::. 200~ MiHOR AVE:~~1::: r:AS'! S:';A'l"J'l..S, l~A 98:.0.2 !206; 3~3-'ii..;£1 20160208000458.017 EXBIBlT E -LOT B SUPPLEMENTAL PEDESTRIJIN !mLKWl\Y EASEM!:NT DESCRIPTION LO'l' B 'l':HA':' PDRTTON or LOT B, CITY or RENl'Ot; LOT LHE AD.roSTMEtlT i'-HiMf,f;R l:UA 1,-ocn.5.i4, P.ECORDED UNU8~ RECORO!NG l'iO. 2l"114:..22390001C., RECORDS Cf KING :ouNTY, NAS:-!lNGTO~. LYll~G \•11?:":H~ A S'.:'EIP Oi:' .! .. ,M{C:1 JO. DO FEZ! IN \HOTH, DESC.R.!D'EO A.S r'O!...LOWS: SSGINNING A'! !~!. lNTI;RS~C7TON OF 'l'H.E l'lEST t!NE: OF LOT B C·F SAir."i L0'1' L!NE ADJU~TMENT AND T:E \'iESTE:RLY EX'!'&NS!ON Oi:" A NOR1'H :.jNE OC SA!D LOT A; .SAID 1:o~TH L!~E Bt!NG HCRTH '13°07' 33 1' ~,~s?. A OTSTANCB o: 116' 12 f:':ET ~~ROM T?.E. ~OST SOUTHER;,':' CORNER O:' SAID LO'f B; THE.NCZ NCRTll ~5°;::4 1 50" ;:.'?\ST 10. 00 FF.r.:':; 'l'H£Ncr: NOR.I·H ~3c.Oi'33 11 \otEST 166.32 FEE:'r; 'J'rJS!H.:~ t,QiJTH €8 a •17' 20" \<JF.',S7 10. 78 F£.E:'f 'J'O 'i'Mf, SOUTHWE:STE:l;'1l :.IN~ or SA!D LO'! E.; TH.E:NCB. S0L1T:-1 4.3""0';t '33" EAST 192. 34 f~E:T J..t.ONG SP.ID Sot1TfH.iE-S-:"E.::I..Y LINE TO THE POINT OE' BE.:GlNNlt~G. SJ'nJATE !N TEE NCRTH'WES'l' QUARTER OE' S~XT!ON C .i..ND 1'HE S0i.1'~·HW.E:S1 ()U,;RTSR OF' SECTION 5, ALL !Ii 1'0W~SHlP ,:! NOil'l'H, RANGE o EAST, li. ;..;-. , l.~ rHE CITY Or ~NTOI\, KING COUNTY, Vli\Siil!-i:GTCN. SECO CEVELOPtt.EK'i'. 1NC. S0t1Tl:"P~R1' TJ\)·LOR R. SCHULTE. ?.i.,.S. NO. 4~6--16 BRH JOB KO. 99036.13 MAY ~I 2006 R:":\7] SED OC'fOBF.:R 1 7, i:00 G Rf.VISED l'J\RCE ~!J, ?.00·1 REVISED SE:PTENBEE 14, 20J ~, BUS.~, 18 ROED f. H.!.'J"CHH.:GS, H~C. ;:009 MI"HOR AVCNUE EAST S"::.ii.TTLE, w;.. 9E j ~·2 l2C·6i :22.3-t;ili4 20160208000458.018 EXHIBIT F Legal description of Affiliates' properties Bristol Parcel (Parcel No. 052305-9076) LOT 2 OF CITY OF RENTON LOT LINE ADJUSTMENT NO LUA 99-134-SHPL RECORDING NO 20000131900006 BEING PARCEL B OF CITY OF RENTON LOT LINE ADJUSTMENT NO LUA 98-176 LLA RECORDING NO 9902019014 BEING A PORTION OF GOV LOT I IN NW 1/4 OF SECTION 08-23-05 LY NL Y & WLY OF BURLINGTON NORTHERN RAILROAD CO R/W AND PORTION OF LAKE WASHINGTON SHORELANDS IN SW 1/4 OF SECTION 05-23-05 19 20160208000458.019 j ! ' j ~ i I i I ' ! ~ ' ~ I I I ! i ~ • e " " ~ ~ ' ' ' ' I ! ' ! ~ ~ ! ~ 8 • ' j e I • ' ! ' I ' ' ! ' , I , ;i , . ' ' ~ ' ! ' ' , g I " l § ' ., i ! !§ i ' • "" . ' i ' i ' ' i ' i ' ' g ! ! ' e ~ I ! " ! ' ~~ , • ;, ~ ~~ ,-:1,l e 0 l " 1l ' ' ~ • < [ ~ :, u~ 0 ~ ,, ~ ';;. ~ ~ ' " < ! ' a ' ~; z ' s " a c:, "' ~ • 0 ·C ,, ~ "'vl z D :, ~ 0 ij, ! ·~ c. !, z ~ ~ :;! 0 a ..... p .. <.>·: z w ~ ~z .e •o zZ :, or 3 "" ~;: " ,. UJ oz 2 1; ::; ww 15 .. ~ ~ n ~ ;~ • ~i s 2i • ' ~is: § I ili; ' §~ • " Ci<> i • "' 0 ~~ ~ • 0 s~~ • g )';~~ ' • .. ~~ i " ~~; ~ § ;sg ' 3~o " ~~ z ,! • ~ ,. ., ., ~ ~! B " ,, • • i ~~ "' §Z ii:i ;, .. ,, ~e < !~8 0 ~= w Ht i9 • " ~ t~~ ,. ';';::, '" @~ ~ .~. ;: z ... ~; ..... \···: ~ .. ~1::: .... .. -. li l • =m='l,i,• ~i•:i :,§1~ CCTY OF. RENTON ~>J!CEL '10. 072.>0~9001 .ODORESS:n7 LOG.ON AVENVE r<ORn-t !:lfJ/;SD I ,o.w • f IN THE NW 1/4 OF SECTION 08, TOWNSHIP 23 NORTH, RANGE 05 EAST, W.M. AND SW 1/4 OF SECTION 05, TOWNSHIP 23 NORTH, RANGE 05 EAST, W.M. INNER HARBOR LINE N~~2'2TE ~7.H' "(:,\~E WASH'~_G"Tcii'.;··,,, NEV{)wr ;1/'' DI.D Lo:,:'UNE P.ORCi;!:. 0 WC. O!i2JQ:,91)75 .op()RESS,105, !,:AKE i : ·-·==-.. _.-: :···:):: ~r·:~~?"'"00™ _:,· -:·· :_,..:::: P~_itlL NO. 05i:)()5(>076 ,! -, ' 11oa.1~· A-@• -----------------V ... F0 CITY~ 'lENT()N CON1RC<_ .. OMUME>rr NO. 1;00 2" Put<Ct<EO O•SC !'I C(lf<,IC_ tt" OS£ n~. O.~ "1S11EO 10/2</H N.137110.~~ E iJQ2!S9.JS :-:.?OU) L0TUNE Cl1Y or RtNT~ .... NEW LOT A .,;~~Jr~)r3,i) L>.:1~=. : . : ... ~ GRAPHIC SCALE 1· • jot) LEGEND 0 • SET ~/8" RE6"AR "'71-YE'UOW PlASTIC CAP, '8Rll PLS 4Ml46" ARE"A TABLE SHORT Fl/1.T ' ~UA-99-134-SHFl '-, RfC.NO. "- -(: , . LOT )~~~ COULON-~~~w1.·_.· EXISTING: wr' I f87~460 so..;._;;}· g: L~~~s. 11n1 wr A I 2J9.1% s~~~-(: L~~12 o\CR£s . 2(X)(X) I 3 I 900()0G '--. ' '::.0 _Sio!1'54"!0"W Jlle.52" ' ' ' ' • I ··:--.. ... 1 I I I I I . 8fACH r,'.RI,, ~mli;LOT-.. -~~:~;;,_],O::~-:·Li-~~, AL11ts 2'4-!i.CB6 ~·o:~· g: LH~6'-ACRES, :fu~. ,. ,:~281 S\"ik OR 1~[~;58 A.,: ~a~m SO~~[~ 1~iw~6 AC!IES, 1·as ~~~ ~~E PARCEL N,0, c,a;.;c59216 AD0F!f/';S·11D.l LAKI' WASHI~~ Dl\oll. N~~l LCT 4 "-.'7~..... : ,"~-, I +---'s P.ll1ct~ NO, !.l--14500175 AOORESS:111~ I.J\KE Y!ASHINGTOf'I Bt.li0 NOfllli ~RIVATE E'-SE"EN~fOR ' l'-'GRESS ECFl,~E &NEF1T ~ • ' unu~ES ro: C PER LOT .. -, '<' ~-r'",;';-,;:: '"' "'' ,-J ',, · 11·;.~;'(.., .;;~·:i~ _____ ·.· .. ,_,-·· - ,;,;,EWLQf.'~ ··,. ·' -~fa".IJ•JJIGE & UTIL TY EASEMENT RE~~-Jro. f~ r,.j[ ~t Of LOTS I, 2. 3 "O<C 4 PE:R REC NO. . ,Q0001!190000~ ·?-'(A IN NE\l!'.:LOT B -°"18~ SO.FT U' "!£,{ INCRESS. £bies_. .·. R~t:g\~~f,~~ '"it; A~EA 1~·)1Ew ,OT,!l • 1.J.66 so.n ~· ·:,.,~~~7.!" 22.00,,.,J I ' ' ' '' ' r7" WOffi IT'ICE -.._-.._' ', ' ' ' :-·-·-·. ' .... PARCCL NO. Oll2,X)=~~ -.._ -... -... ~~c~1~,,~ J,, 1 '~~/~ \ ', "'"'':: ~]':',.~ "'icsc ( ', r~~~!~l/~~~4t ~st~-~NO -.._.... ~ECTIUC L ~;~NTENANCE ------. -.._ :fi~~:REC NO M::Hcii'~t!v~&acft< ', \ .. . .. ' ----=--:=; __ :::_"---1.::a., ggon6411B ------7 ), LO:}°·:· ' I ·-·.)._..._\ < CITY Of Rt'.HTON LOT LINE ADJU5TMENT WA-%-, 7G-LLA =· '2:'l'w'. 114<!:o:r ··~·~~:.1~~'r'~f:;~~r~r,,7e cit.or w.irOI-J:~MOl<.T fJ_J{ 'j' (~c.~~:~~;~~G ---~,, ', / ~~ ss rGRF"SS --., I .,.. I ~· MOC INGRE M[NT PER -. --. <" .... \, ""'N ~" soo= y ,7 I / ', I , / < REC.N02 ~/;jsi// ,.,.,.. I I I I RLC.11!0. c!90201:!014 CllY Of RENTON LAND RECOKD NUMBER LN0-30-03.%: LOT C AVENUE ~OR™ II _1 I I c!iL ' '{ m aTY « ~E~TON CONTROi. ~I r.!ONU~ENT NO. 18H I" 1/8' HAPL "1 CONC. IN CASE /!J ON. 025 k, li,S,Til) 1012~1,• J" N: 18J82J.11 :;/' E IJDJ4%9J .o .. LOT LINE ADJUSTMENT I 8: $ -~~l'-:P,;;-// ....... ·-;-, .. -_:;;:.-:-.W~.~ I C;t;.;} I / / ~ ·:_. '(-\Qt{ I~. / /f_°#.f_J __. / .-0~ t<-1 :: I~"' ------""\~i o~D --1~_ ... ---.·-,-.,---: ~?.\~t~ .. .-;; -···i.' ./ . .·___.._._,...-.,,~·- ' -""~ ----'(... ~~?:-< ::..---,- ) l·,;::,~{'BUSH,}~OED &:'HrrbHINGS, INCi E! LAND. S,IJRVEYOFi·S .s.;:.q~L ENGINEEf'=iS.:i iRR ~~.~: ... /·' ,c:_~zi-~:::"' · .)il1C2-!351J.:" ,,·-· FAXl(206b_m:11~ 1053 LAKE WASH!NCTON BL\ID NORTH RENffiN. WASHINGffiN l·DWN 8Y:,·.: TRS I ~ALE 1" -~''100' CrlK. BY ···aq!j:,:."." ~00 NO. )013220.04 DAT[: 10/29/14 I-~[[-:-2 ':'.(l'F RPCI 082305921601 D0C:A•000l?9 01/29/15 SEGREGATION/ME ST:CURN'I' ACTIV!i SOUTHPORT LLC 515'800 "NEW LOT B" CITY OF RENTON LOT 1083 LJl.KE WASHINGTON BLVD N 02/09/15 LINB ADJUSTMENT NO LUA14-001514 ( SOUTHPORT LOT LINE ADJUSTMENT) RECORDING NO 20141223900010 98056 SUITE SO RENTON WA LOT:08-23·05 BLOCK: 9216 LAST Lll.iGAl. (BEING A PORTION OF SW OTR SW QTR RY OY ST SC NC LEVY OM•LV 16 T :2100 15 T 2100 14 T 2100 13 T 2100 12 T 2100 YEAR RECZ:lVABLE TYPE 15 NOXIOUS WEED 15 CONSERVATION 14 NOXIOUS WEED 14 CONSERVATION 13 NOXIOUS WEEil 13 CONSERVATION RPCI 082305921601 IS 7 STR 05-23·05 AND OF NW QTR NW OTR 4,846,700 4,846,700 5,936,400 5,936.400 s,:n6,4DD 9420 9430 9420 94]0 9420 9430 JUMP BILLED AMT .\i. 71 7.70 3.15 4.. 72 3.15 4. 72 CODE: IMPS BIW.J::D PAID P A 1 .oo .00 61,229.77 .00 F 84.596.85 84,596.85 84,501.45 84,501.45 78,524.09 78,524.03 TOTAL DOE: 61,242.l~ PAID AMT ACRB BENEFIT .oo .00 3 .15 4.72 '.LlS 4.?2 ADDITIONAL t>ATA P/N RPCI 0523055107504 D0C1A•000l79 01/2$/lS SEGREGATION/ME ST1CURNT ACTIVE HOTEL AT SOUTHPORT LLC 519800 "NEW LOT A" CITY OF RENTON LOT 1083 LAKE WASHINGTON BLVD N SUITE 50 02/09/15 LINE ADJUSTMENT NO LUA14-001514 ( SOUTHPORT LOT I.INE ADJUSTMENT} RECORDING NO 20141223900010 {BEING A PORTION OF SW QTR SW QTR STR 05-23-05 AI>ID OF NW QTR NW 0TR RENTON WA 98056 LOT:05-23-05 BLOCK: 9075 LAST LEGAL IS 7 RY OY ST SC NC Ll!VY OM-LV Ll\JID 16 T 2100 6,486,900 15 T 2100 6,486,900 14 T 2100 5,248,800 13 T 2100 5,248,800 12 T 2100 5,248,800 YEAR RECBJ:Vlll!LI TYPE LEVY BILLED ,.,..,. 15 NOXIOUS WEED 9420 4.H is CONSERVATION 9430 7.70 14 NOXIOUS WEED 9420 2.70 14 CONSERVATION 9430 4,72 13 NOXIOUS WEED 9420 2.70 13 CONSERVATION 9430 4. 72 RPCI 052::30590'1504 JUMP CODE: IMPS BILLED PAID P A 1 .00 81,950.88 74,798.18 74,713.83 159,428.82 TOTAL DUE.1 PAID AMT .oo .oo 2.70 4. 72 2.70 4.72 .00 .00 F 74, '198 .18 74,'?13.83 69,428.82 Bl,962.72 ACRE BDflFIT ADD:ITIOMAL DATA P/N ~ '4.~'.$ --.~:;;-. First American Title Company Reference No.: 704559 County: King N W+E s ----------.... ;.:.. --__ ,.-..... ,.. .,,, 7 , .. _.,.,, --~ --·---'"·-' . .,, .., '---------:-· ,_, u, / ~--· . ". ' ,,_ /-~----_ej \ I Tax ID: 052305-9075-04 ,,,., / /// "'·' / (I'/ ,_, / .,,.,,; <·, / (// . -.,_, ;,. /:(/ '\,: -:. .;/;, °'...'.:...,_·~.: .. :-.// ,_ .:. Short Legal: Lot 1 Short Plat Map No.LUA-99-134-SHPL Rec# 20000131900006 _, Map Not To Scale I I I Location Map Legend LJPARCELA r -- L _ _! PARCEL B This map may or may not be a survey of the land depicted hereon. You should not rely upon it for any purpose other than onenlalion to the general location of the parcel or parcels depicted. First American Title expressly disdaims any liability for aneged loss or damage which may result from reliance upon this map. N W+E s /• First American Title Company / !_'.)'. ' ' • ' '·"", ' ' Reference No.: 704559 County: King -;-;_::~:. ~ (" -·, _,_ - '1~ '·" :: . / 'l_,,, - ,, / ;.f ,, . /·// ,·._"' --.. ~ / ?-r·-- >{ I \ I I ',, Ll' > ,; • 1;0. .. ~, / 'l' / ~ / 'l~, //'~-~ / -'l-/ / / ·~'-_,./~/ ,.,._, ~ / ' -"-~--, / \, \ \ ·\ / '--':.. / / ./ ,., _ _, \ I \,/ / / / ,/ Tax ID: A Portion Of 052305-9075-04 & 082305-9216-01 Short Legal: Lot A Lot Line Adjustment Number LUA 14-001514 Rec# 2014122390001 O Map Not To Scale ., Location Map Legend C]PARCELA --, L _ , PARCEL B This map may or may not be a survey of the land depicted hereon. You should not rely upon it for any purpose other than orientation to the general location of the parcel or parcels depicted. First American Title expressly disclatms any liability for alleged Joss or damage which may result from reliance upon this map. ~ "'..~%· ----·-- First American Title Company . r,. ,.\ ,::U . ~ ; , ' ••• • C": ,"';; '! c;:, :~-i/\.i,;:. 1:.~i1:1~,i-·r-11; ··1·1 ·: '~,-.,,:, ::..:i /, '. I&)}?'··• -'·"'"!' 1,i,, Tax ID 052305-9075-04 ('., .j ,/ ':':,\" \ ~/' ,, ..._1~·-· "-' '~ ' ' ~:::_!L !'. -'F ;,;, '"1'Y..·~· r,c;(·.~;,::. c·. :' "''l!y_;_r-i r=:1 ·:nr, H::1_s.; I'.'-'." r·. .:..;.:::o .,.'\CHr!...;. Short Legal: Lot 1 Short Plat Map No.LUA-99-134-SHPL Rec# 20000131900006 Reference No.: 704559 County: King N ·-,., '~,. W+E s ',< /• ,,_c;:., ·,,,,-.._ ,,., ." :;·;·ur,:" ' •. ,. .;·" ~/~-:. \" f,1 -t_c..,.. ::. 0 sc:_ ,·,cc;r ,. Map Not To Scale ·-·~·-, -, , ~ ,-. :,,r, ', (-, ~- ':"' -.-; .,~·: Plotted Easements Legend LJPARCELA ~ 11/17/2000#20001117001232 (Public Sidewalk) n 10/21/2005 #20051021000894 --(Walkway) #20130207001325 (Storm Drainage-Not Plottable) #20130207001327 (Access, Landscape And Utilities-Not Plotted-Aff.App.Ease) This map may or may not be a survey of the land depicted hereon. You should not rely upon it for any purpose other than orientation to the general location of the parcel or parcels depicted. First American Title expressly disclaims any liability for alleged loss or damage which may result from reliance upon this map. ..... ~' " M E II":,:- ~ ~~!% ---',--- N W+E s First American Title Company Tax ID: A Portion Of 052305-9075-04 & 082305-9216-01 Reference No : 704559 County: King Short Legal: Lot A Lot Line Adjustment Number LUA 14-001514 Rec# 20141223900010 Map Not To Scale Plotted Easements Legend LJPARCELA ~ D 11,11,2000 #20001111ou1232 (Public Sidewalk) L-=:J 10121,2005 #20051021000894 (Walkway) #20130207001325 (Storm Drainage-Not Plottable) #20130207001327 (Access. Landscape And Utilities-Not Plotted-Alf.App.Ease) 03/14/1968 #6317510 (Right Of Way For Roadway And Related Utility Purposes-Not Plotted-Alf.App.Ease)! 02/26/1999 #9902264178 (Ingress. Egress. Gas And Electric Lines, Utilities And Maintenance-Not Plotted -Alf.App.Ease) 02/01/1999 #9902019014 (Ingress. Egress And Utilities -Not Plotted-Alf.App.Ease) ·: 10/21/2005 #20051021000896 ____ ./, (Pedestrian Walkway) This map may or may not be a survey of the land depicted hereon. You should not rely upon it for any purpose other than orientation to the general location of the parcel or parcels depicte<f. First American Title expressly disclaims any liability for alleged loss or damage which may result from reliance upon this map . Form WA-5 (6/76) Commitment To: 818 Stewart Street, Suite 800, Seattle, WA 98101 (206)728-0400 -(800)526-7544 FAX (206)448-6348 Jean Couch (206)615-3118 jcouch@firstam.com Seco Development, Inc. 1083 Lake Washington Boulevard, Suite 50 Renton, WA 98056 Attn: Lisa Collins SIXTH REPORT SCHEDULE A 1. Commitment Date: July 14, 2016 at 7:30 A.M. 2. Policy or Policies to be issued: File No.: NCS-346862-WA! Page No. 1 File No.: NCS-346862-WAl Your Ref No.: Southport LLC AMOUNT PREMIUM TAX Extended Mortgagee's Coverage Proposed Insured: To follow $ To follow $ $ 3. The estate or interest in the land described on Page 2 herein is Fee Simple as to Parcel A and Easement as to Parcel B, and title thereto is at the effective date hereof vested in: Office at Southport LLC, a Washington limited liability company formerly known as Southport, LLC 4. The land referred to in this Commitment is described as follows: The land referred to in this report is described in Exhibit "A" attached hereto. First American 7itle Insurance Company Form WA-5 (6/76) Commitment EXHIBIT 'A' LEGAL DESCRIPTION: PARCEL A: File No.: NCS-346862-WA! Page No. 2 LOT B OF CITY OF RENTON LOT LINE ADJUSTMENT NO. LUA 14-001514, AS RECORDED DECEMBER 23, 2014 AS RECORDING NO. 20141223900010, IN KING COUNTY, WASHINGTON. PARCEL B: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN INSTRUMENTS RECORDED JULY 11, 1967, FEBRUARY 1, 1999 AND JANUARY 31, 2000 UNDER RECORDING NOS. 6201855, 6317510, 9902019014 AND 20000131900006, IN KING COUNTY, WASHINGTON. Rrst American Title Insurance Company Form WA-5 (6/76) Commitment SCHEDULE B • SECTION 1 REQUIREMENTS The following are the Requirements to be complied with: File No.: NCS-346862-WAl Page No. 3 Item (A) Payment to or for the account of the Grantors or Mortgagors of the full consideration for the estate or interest to be insured. Item (B) Proper instrument(s) creating the estate or interest to be insured must be executed and duly filed for record. Item (C) Pay us the premiums, fees and charges for the policy. Item (D) You must tell us in writing the name of anyone not referred to in this Commitment who will get an interest in the land or who will make a loan on the land. We may then make additional requirements or exceptions SCHEDULE B • SECTION 2 GENERAL EXCEPTIONS The Policy or Policies to be issued will contain Exceptions to the following unless the same are disposed of to the satisfaction of the Company. A. Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessments on real property or by the public records. B. Any facts, rights, interest, or claims which are not shown by the public records but which could be ascertained by an inspection of said land or by making inquiry of person in possession thereof. C. Easements, claims of easement or encumbrances which are not shown by the public records. D. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts which a correct survey would disclose, and which are not shown by public records. E. (1) Unpatented mining claims; (2) reservations or exceptions in patents or in acts authorizing the issuance thereof; (3) Water rights, claims or title to water; whether or not the matters excepted under (1), (2) or (3) are shown by the public records; (4) Indian Tribal Codes or Regulations, Indian Treaty or Aboriginal Rights, including easements or equitable servitudes. F. Any lien, or right to a lien, for services, labor, materials or medical assistance theretofore or hereafter furnished, imposed by law and not shown by the public records. G. Any service, installation, connection, maintenance, construction, tap or reimbursement charges/costs for sewer, water, garbage or electricity. H. 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 mortgages thereon covered by this Commitment. Rrst American Title Insurance Company Form WA-5 (6/76) Commitment SCHEDULE B -SECTION 2 (continued) SPECIAL EXCEPTIONS 1. General Taxes for the year 2016. Tax Account No.: Amount Billed: Amount Paid: Amount Due: Assessed Land Value: Assessed Improvement Value: $ $ $ $ $ 082305-9216-01 71,897.72 35,948.86 35,948.86 5,437,700.00 0.00 2. Easement, including terms and provisions contained therein: Recording Information: March 14, 1968, Recording No. 6317510 In Favor of: City of Renton, a municipal corporation File No.: NCS-346862-WAl Page No. 4 For: Right of way for roadway and related utility purposes Affects: Refer to said instrument for exact location 3. Easement, including terms and provisions contained therein: Recording Information: July 26, 1984, Recording No. 8407260401 In Favor of: City of Renton, a municipal corporation For: Maintenance, testing and inspection of a fire main with the necessary appurtenances Affects: Refer to said instrument for the exact location on Parcel B 4. Easement, including terms and provisions contained therein: Recording Information: February 26, 1999, Recording No. 9902264178 In Favor of: Puget Sound Energy, Inc. For: Ingress, egress, gas and electric lines, utilities and maintenance Affects: A portion of Parcel B 5. Easement, including terms and provisions contained therein: Recording Information: February 1, 1999, Recording No. 9902019014 For: Ingress, egress and utilities Affects: Portion of Parcel B 6. Covenants, conditions, restrictions and/or easements: Recorded: February 26, 1999 Recording No.: 9902264177 7. Restrictions, conditions, dedications, notes, easements and provisions, if any, as contained and/or delineated on the face of the Short Plat recorded January 31, 2000 under Recording No. 20000131900006, in King County, Washington. 8. Covenants, conditions, restrictions and/or easements: Recorded: November 17, 2000 Recording No.: 20001117000535 First American 77tle Insurance Company Form WA-5 (6/76) Commitment 9. This item has been intentionally deleted. File No.: NCS-346862-WAI Page No. 5 10. A document entitled "Pedestrian Walkway Easement Agreement", executed by and between Southport, LLC, a Washington limited liability company and City of Renton, a Washington municipal corporation recorded October 21, 2005, as Instrument No. 20051021000896 of Official Records. The terms and provisions contained in the document entitled "Supplemental Pedestrian Walkway Easement Agreement" recorded February 8, 2016 as Recording No. 20160208000458 of Official Records. 11. Easement, including terms and provisions contained therein: Recording Information: 20080630002054 In Favor of: City of Renton For: Drainage 12. Easement, including terms and provisions contained therein: Recording Information: 20080630002055 In Favor of: City of Renton For: Sanitary sewer 13. Easement, including terms and provisions contained therein: Recording Information: 20080630002056 In Favor of: City of Renton For: Water utility 14. The terms and provisions contained in the document entitled "Storm Drainage Easement Agreement" recorded February 7, 2013 as 20130207001325 of Official Records. 15. The terms and provisions contained in the document entitled "Access, Landscape and Utilities Easement Agreement" recorded February 7, 2013 as 20130207001327 of Official Records. 16. This item has been intentionally deleted. 17. Any question as to the true location of the lateral boundaries of the Shorelands. 18. Right of the State of Washington in and to that portion, if any, of the property herein described which lies below the line of ordinary high water of Lake Washington. 19. This item has been intentionally deleted. 20. Evidence of the authority of the individual(s) to execute the forthcoming document for Office at Southport LLC, a Washington limited liability company , copies of the current operating agreement should be submitted prior to dosing. 21. Unrecorded leaseholds, if any, rights of vendors and security agreement on personal property and rights of tenants, and secured parties to remove trade fixtures at the expiration of the term. Rrst American Title Insurance Company Form WA-5 (6/76) Commitment File No.: NCS-346862-WAI Page No. 6 22. Restrictions, conditions, dedications, notes, easements and provisions, if any, as contained and/or delineated on the face of the City of Renton Southport Lot Line Adjustment No. LUAl 4- 001514 recorded under Recording No. 20141223900010, in King County, Washington. 23. Easement, including terms and provisions contained therein: Recording Information: 20141231000755 In Favor of: Puget Sound Energy, Inc. For: Transmission, distribution and sale of gas and electricity 24. Deed of Trust and the terms and conditions thereof. Grantor/Trustor: Grantee/Beneficiary: Trustee: Amount: Recorded: Recording Infonmation: Southport, LLC, a Washington limited liability company First Savings Bank Northwest First Financial Diversified Corporation $5,000,000.00 January 20, 2015 20150120002145 A document recorded January 11, 2016 as Recording No. 20160111001224, of Official Records provides that the Deed of Trust/Mortgage or the obligation secured thereby has been modified. 25. The terms and provisions contained in the document entitled ''Temporary Airspace Easement Agreement" recorded February 19, 2015 as 20150219000534 of Official Records. Rrst American Title Insurance Company Form WA-5 (6/76) Commitment ---------------- INFORMATIONAL NOTES File No.: NCS-346862-WAl Page No. 7 -----·----· A. 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. B. Any sketch attached hereto is done so as a courtesy only and is not part of any title commitment or policy. It is furnished solely for the purpose of assisting in locating the premises and First American expressly disclaims any liability which may result from reliance made upon it. C. 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. Lot B, LLA 14-001514, rec. 20141223900010 APN: 082305-9216-01 Property Address: 1101 Lake Washington Blvd North, Renton, WA 98056 D. A fee will be charged upon the cancellation of this Commitment pursuant to the Washington State Insurance Code and the filed Rate Schedule of the Company. END OF SCHEDULE B First American 77tle Insurance Company Form WA-5 (6/76) Commitment i }. :,.1 f; ~ I ~';, ,, ~A!~ ~&' First American Title Insurance Company National Commercial Services COMMITMENT Conditions and Stipulations File No.: NCS-346862-WAl Page No. 8 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 accuires actual knowledge of a. 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 or reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. If the proposed Insured shall disclosure such knowledge to the Company, or if the Company otherwise accuires 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 and Stipulations. 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, exclusion from coverage, and the Conditions and Stipulations of the form of Policy or Policies committed for in favor of the proposed Insured which are hereby incorporated by references, and are made a part of this Commitment except as expressly modified herein. 4. Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest or the lien of the Insured mortgage covered hereby or any action asserting such claim, shall be restricted to the provisions and Conditions and Stipulations of this Commitment. First American Title Insurance Company Form WA-5 (6/76) Commitment The First American Corporation First American Title Insurance Company National Commercial Setvices PRIVACY POLICY We Are committed to safeguarding Customer Information File No.: NCS· 346862-WAl Page No. 9 In order to better serve your needs now and in the future, we may ask you to provide us with certain information. We understand that you may be concerned about what we will do with such information particularly any personal or financial information. We agree that you have a right to know how we will utilize the personal information you provide to us. Therefore, together with our parent company, The First American COrparation, we have adopted this Privacy Polley to govern the use and handling of your personal information. Applicability This Privacy Policy governs our use of the information which you provide to us. It does not govern the manner in which we may use information we have obtained from any other source, such as information obtained from a public record or from another person or entity. First American has also adopted broader guidelines that govern our use of personal information regardless of Its source. First American calls these guldelines Its Fair Information Values, a copy of which can be found on our website at www.firstam.com. Types of Information Depending upon which of our services you are utilizing, the types of nonpublic personal infonnation that we may collect indude: • Information we receive from you on applications, forms and in other communications to us, whether in writing, In person, by telephone or any other means; • Information about your transactions with us, our affiliated companies, or others; and· • Infonnation we receive from a consumer reporting agency. Use of Information We request information from you for our own legitimate business purposes and not for the benefit of any non affiliated party. Therefore, we will not release your information to nonaffiliated parties except: (1) as necessary for us to provide the product or service you have requested of us; or (2) as permitted by law. We may, however, store such Information Indefinitely, including the period after which any customer relationship has ceased. Such information may be used for any internal purpose, such as quality control efforts or customer analysis. We may also provide all of the types of nonpublic personal infonnation listed above to one or more of our affiliated companies. Such affiliated companies include financial service providers, such as title insurers, property and casualty insurers, and trust and investment adviSOI)' companies, or companies Involved in real estate services, sud'l as appraisal companies, home warranty companies, and escrow companies. Furthennore, we may also provide all the information we collect, as described above, to companies that perform marketing services on our behalf, on behalf of our affiliated companies, or to other financial institutions with whom we or our affiliated companies have joint marketing agreements. Former Customers Even if you are no longer our customer, our Privacy Policy wilt continue to apply to you. Confidentiality and Security we wilt use our best efforts to ensure that no unauthorized parties have access to any of your information. We restrict access to nonpublic personal information about you to those individuals and entitles who need to know that information to provide products or services to you. We will use our best efforts to train and oversee our employees and agents to ensure that your information will be handled responsibly and in accordance with this Privacy Policy and First American's Fair Information Values. We currently maintain physical, electronic, and procedural safeguards that comply with federal regulations to guard your nonpublic personal information. c 2001 The First American Corporation • All Rights Reserved Rrst American Title Insurance Company I' !,; ~ z w ~z g "~ 0 :, l' i3 "" o< < z• w ~z z i~ :, "" 9 "" :l ~ (If ~. ~ " " ". C 5 0. • < 0: 0 " ( "' ef ! !g ' g e i!!i ~Pi • '• '! lil':::i:g:,; ' • • ! fl ' • § § • .. z w ~ :, ~ w z ::; g I' ~ z ~· "~ •o §! !iii ,; . ;~ WW j"' ~ • . ,·.;" --. -~- _y..;WQZ - a, "· ?146 ··,._: .i'ntf·:.~rrt,OT~ .-.-·.~IC ¥!tw,U' _r;<11PJ..NY_,_ ,.-·Wt1conWl eorpor•· ·t.a,~u,.:.~ Q.µ.u ~1-i_~.., .tGr .,.n i.n e~niti~~~t.i.~ of II»-,~ ito_ ,j_Jj()II __ --~ ""'_--11, .. ______ <_~ __ •"°_ -_)•··-_·_--·-,_ .-s-••·-_ •••• _.,... __ -·-__ ,,····---~-----~---- t'Q _l \ ~ ... M· • ~·~1ic-~~·00ht...'4.~ed, .. ~oee-h'.lil"f'bf 0 '1"a.nt ·t,o the CI'!'Y f!l __ : R~_; __ . a·,roi:o ~iPfl_. 1--carp_ tlr'a:ttor.i ·ar ·tho Oil.~-01" 'fftlr1n;~, !1,ffl'l'")nai'Wf" ~A,]fld ~i!-i._· . '. ·' -·. . . , ._ · iJ.~~~ .. ~1; ~ ~"'}'.i)Y;.p"t;lb~ street p~i,,es if!Cludj'1' .a grade i?~il:l,Qft, .. _~-~· ~~Y-·~JV''! ti'a~l e.n,1 f(\r no otmr· pu:rr-,SQ, the f,:,1- ·l')Vi~ _ ~n.,b'ed·:~c,.e~ -llf~ted-ln i..l nc;--Cnu'lt)'", State or '-'Tt1~i!'!gt,"::t: -·· .. '. . ·~'-.. -.. ', ·. . :j .-._1_:_--.;, -/; ' . -... s i'·: t ' W17.W¥-Jl,: ~--~~-·-:: ~-.·.·_-.'~ .. -· ~.•.I.on .... _•f_ .......... SU11. of One. Do~lar .. (fl.00) to. __ bad 'Paid, nceipt of ·. Z,~~~~:1 u4 .. paJ!~ by CJ,antae 0£ the- CON!ll&DU -~J~_'~--~~ •. ~\or Jlen" .~ .. l.,iuw,-Cr~t.:,:e~ without: vatraiU:1 ~,-,..,_'~j···"-",·t~_.!;o:f •wq, for ~ u4· nlac:.d utility pnrpose1 over .and acro---.~·fOllo,it:;'1-detcrlbed lad situatM: in the r.ouci.t, of Sing, Stau-of Wa•lll-~ton,. to wt.t: . _ 8111e • •• 1,f."~' Y•ult '" ~~tQI ·•i:::_tl1e Jtortbeaat. c~r of Gowrcaent·.Lot :i, S.,~ 8, -Totiublp 23 ~-~""-• &ange. 5 Ent, Jlill-tl:e Hei-liJlin; t6-ce Rortb Uo:n '.OS" We.at along the Konb liM of &&id kc.tioa e. ti. diaunce of 960,01 feet to- tha· Northaut eGrner of the Sbu.ffl•ton Ste-. Plant prop&rty.; add comer ti,elna: oa .the curving ve-a~rly b~ary of the ,Northern P~dfic. lrll,vay rtgbt of Way of nd:lus. l,~.68 feet froa wb.Jnce the cienter bean ' North '14"38'2:'S" Weu.; -,~he.QC,e ,CO~titllrl.og Borth 88°~1 '05" ilest S6.32 feet;· tbeoc11 South. 14°23'31 .. Eaar. 102,3,_ feet to a "P9f.at on a&:Ld-ve',terly _bollndary_ of NortheJ:'D Paci.fie. ld'.lvay_ right'· -cf way, said point being on. a eurve of radius 1-.388.61 fee.t from VMnce the cea.t:er be.us North 7o023 1 }t11 WHtj thllnu Northlluterty . •I.on$ Mid CU.rvin& tiouodar, AD arc' 4'ngth of 102. 78 fee~ ao,:e or leu tcS tbe p-;:it.n~ of beg.1.nn:Lng. TM.a eaiteaeot b granted on. the folla',dng teraa and c,onditiooa: l. Said -roadway.and related. utilities aball be cmilltructed a.ad raaiii~ tained att t.be eole expe~ '?f tbe Grantee and in a good and workaanlike maaner. 2~ Grant.ee qriea to save a.ad bald Gr.amt.or bantieH f:rom all loaa or damage which aar .be due to the euret•e by Gr&ntet!c of the t"ia:ht herein gr.anted and from dl c.la.1.aa fo-,; such dcaage by whouoewr_made .and to i~ti1111ify GrantoT I//. for all aucb loae, _dasage and. ~ l&ima~ · 11.,, "!:.or, . k ·~ 3. Gran.tor reaerves t.bt rJ.sbt to UN laid land for Lu DVQ purpo5:ea .f'q/t 111 in. any way, and t.o 1rant. rights: in aaid: land :to others, nat inc.onai.aten.t wtth the riaht heri:il\ -granted to Grantee, and Graatee hereby a•..-i• 'all rbk of Ion or damqe, :lnclu4,iag damqe or btjuey to .peraj)tla or _to. property. which m}' be suffered b} Gr.uitee result.f.tlg from Crantor 1 a: u.e of aa~d land and any of itt: equlpa,ent thei'eon, whet.her said cl .... or injuey· be-d~ to the aegligeni::,-of Crant~r, its •ervant• or agent,. or otherwlae. ~ . . 4. Tbit :rlahta_ hereby 1,rauted ahall cozatim.ie •~ b.e ia force· unti-1 such ti.De ae the Cnnue •ball -perman&lltly &band.on ttu! use of .e:•id road~ay, at which c~ all r~u bu·etn. 1ranted •ball cealll! · and det.1!1.·•j:~e~ Wrri1S$ 1l1EU01'~ ·thb ini:·t~at· ,ha.a· bun eu.cutecl by the partles -r~ay and ye4r fit.at. aboy,ei · wd tteQ. • . .. ,.,,,.,. . ,~;;;,,,-1-•. -: .. "": ~ .. -·· ' i ~ k f ~- i:. 1 befoN -. i,a:noully , to • knOll:l to lie t n9"et1wly, of . . : ...... to,1 tbe vt<hh and f ·-_,.-. _ _ ··-i\··: _ _ . __ -_ :~t to fie cba free «nd wlun• ta,,. -.;:t.im,d· .· ·-~ .. ·ot· ~ -~.., ... ·,,_· .i·~or-.:, .......... parpolU then!n Mntioned. -Mid «.-;_O:,t•~.-~~~ .g~'=Lt~·---r:e ~Md to eiiitcate •aid imtn..anr: IDd that tbi! tu:l &'t~-ta.::ea.:t:COl'po:h.te· •el,l of J1dd.-~tlaa.. II' VITIIIBS VJIUEOF, J have· henuato Set -, hand aeal the day W year flrat abcnre vritbll • .. , .. "Pl'lll, on ftle ~,. Vlllt; ' ·~-.t .- ~-· ;. _ .. _. . ""' ' 011 n , .• 1'11,11,'• In ~ , ·, -_·-..... . ....•. ,I, .-f~',ii;;f~~·r-· -•.::;-.:-·-----.. .. =:i:.-~-=:=... ........ . -=·--·--------···· . ~;:..-..::::.·.~.::-:-====-.::..: .. ::..=·----. /""''".· -. .. ---.---.. -· -· ' _____ ,__ --· ;'. --·-· .. --.... ·---.~· =-~;-=.:.-:"!'::£:f .. , ..... / :::::?..0:::-:1':.:"'.lti;" ____ ........ -.. i.t· ·--,,_.-----·--------·---·--··· -----··--·-_ ... ______ _ -... --·--·-· ... ------·--------·---·· --··-·---·-:.·--· .. ~--·-··-· .. ~~/--,.,.L':~" --·-... ····--.. ---. .. =:.:..'"'...":."::t~-:---··;. :.-.:.::.;("'.::;:t"-= -··-.... ·-~--------·-.... .:.. ___ ...._. __ --· =.:-~--; ·-=. ! ----··--.:t:--~· _____ ..,,,,_..__,... :::.'::'::..:::".:-::-~,:,· ::.:::::-:;;::-c:.":".,"t,-... .t ---_______ ,: ------.··-·--· -·-----·-·-_________ ....., ----·---..... --·-· .. --·-·--· ______ ,. ___ ,, ... _ .. ,,, .. ... ---.. ··--··---· " -·---·-··------·-··--·----------------------------------------·-------""-···--· ______ ,. __ _ --.. ··--·-----·-- NDr MIIUS. [GIICSS NIil lll'UTY OOPIDII' --·-•••••-L-• --·--·--·--·--· :-..:.."'.":.':!..-:.:::.:--· ---·--· ---·--·-----·--· .. --... -· --_ .. _____ ,., ___ _ ---·---·-----·--------... ··--·----·-··-·---· -----·-·--·--------·-· ______ .,_ .. __ _ ......... _ • .l ___ _ ------··---__ .......... ___ _ ----·--<1n.--. ...... -.. ,, .... NORTBUST 1/f., SICTJON B, TOWNSHIP 23 NOR'l'B, RANGE ~ EASI', Ut CUl IWICll.t -Till LJJT ltl -·--····--·-, -·--·----·-----·-__ ... _______ _ -·-··-··· ------·-··--·---·----··----·· --·-···-.. -----------------··--··-. ___ .. __ . __ . .,, .... ··-·-.... U.'1 ]'1l,c111 _,u_,., .. "-·~ .... -~ -----.. --.... Ull[-.... -.. ll:ll'.--111••--.-1(-. ... --11:11' ... _,•--K-___ ___,_,K_.-K-..; _____ ..... _ ...... : "t'n:;l LOT UNE REVISION PUGEf IOIMD ENERGY BHUFfLETON COMPLEX ---.. ,,_,.. _______ ._. ~~--.. -·----~~-~-·--'"' ·. --~ ... ~-·~~ .. -t~·~····· -....!!!!._ -~· .. .L. ....1.. .. -L--' · .... ),· ---------=~ . -....... 990ZOU014 NORTHwtS"I' l/4. SECTION 8, TOWNSHIP 23 NOR'ffl, RANGE S &\ST, I.It kmG COUNTY, nSHINGTON Hlll't..J ., 2!IO'I ~-~~ ,.,-l~J:,1-' ... + ---··--_,,.fll[_ ------u""""' ----~ ---0 :a::"' llhl __ ,.., ll"OI"---"" •·M::tl!I .._,.. ""·----IJ6-1111•-· ... --IJ6-Ullt-1•,---- LOT UNE REmr.ON PUGET IIOIIND EIIERG\' 8HUFl'LETON COMPUX ,P.~----------'"-'=-~c...!Lo-4.A<:U....-----" //'/4 p-,,,,.._., ·~ • oo·e1n.,,. •Dntai LO't un AO;rwn,""1" ""-1.u• H-i><, =)~~-··· .......... ' -l-<aOl> • ...,...,,,.(1 ""· -~l'nllln,,tl,; "'" "'TY CH'•-. cauNT' Cf"'""· """ a< •UfU_,"J"""·.: ~ •• ........ -.. ...,. .... 1U .-1w1D. _. DI RI 0-..ZOl'fllr,__., -. _......,.. .. ,. --!'Olll'fttl~t-TO<Ol"P'-,ARl>-T MlD -PLA!'JO-flft'SQ ,_..,.._ Of"-U ------... -· .~~"""-._,,..I.All,[---·~--... a.v•'W -••·""·"f--•.~·n11.,~1.,w ... a,} ....... _-~"~·~ / .t""''"' TOTIIL 11ft ..... ,.!.'.~.~: ,; / i.&:A-!1119~4-&Hfll u,>-20.0fll!I • ----~:-..:..-· .... ,/t:'~'7"'" :,· {~T ;/ ,' =--~..=:---.... ,_ i\,,. -.• '. ·~-,'.:" ...... .,,,_ ,-:e-.,,,, --- n-,u-a-.11 _,_,... __ . ..... _._ __ _ ... ~_._ __ _ -·-.... --~ ! = -ll .. _._ 0 .. _._ .. _ -........ -...... ....,~:r,:-- ~:. r-.. ' ID r· M ,.') ,i,·,)r)L, ~,.~j. :::: .. ;·~ ta_. __ .. : .. vmi.""'.., n..t ~ ~-~'=t+-_tt;tS:. of. t'-9\1111 ol One Do~lar ($1.ooj ~ hand paid, receipt of -t-5~~~:~-,~~. -, t.m l*J'.,~ by Gratee of the c~t• ~~~t!ft.~f ·(9r~, -~tor ~'b), ·P'.·•~• ~ ~t,e~ rithout varr•ty at -·~;~•.1(-~.pf-''ffl'1-for ~q -4_ Telat.ed vtlllty purpoae a over IIDll ~'l'D•~--~ :follc,it"':'18: ilucrtbed lad a:Ltuatea in the County of King, Stau -of ,Jaah~Dl:tDn, to. vtt: . :, -. · ~ini-.i'1:hl Rortheut ~r,li6:r of Goffn.nt :Lot i. s.,e~-s, -T0Jiin11111, 23 ~. 1.u1ge s· Ea•t~ ,,ulaette lkr#:Un; cbeace .North 18°51 ~O)" West aloa; -the llo"r'th line ·of Hid kctlOCI 8, tlw. dlatance of 960.01 feet t.q the· Jloi'cl:Eut corner of the. Sbu.ffbum Suaa l'lan.t property; 11at4 ieomer being on t::~ curving wet.urtY b~aty of tlw Jlortheru hcifie -..uway rj.sbt of w"ay, D{ !•U.U5 1•3,18.68 feet from. whtnee the center beau · North 74°38'2'S;" Wen; ·;a.Me .cott.timri.ag North 88'°.!1 'OS" Wll!!lllt S6,32 fll!.i!t;' tm.Qee. South' 14°23'31" Eaat 102~34 f111et to a po14t. on allld -~·111terly _boundary, of llorthem Pacific l.dlvay r1ghf'.<,lf W.y 2 · said poili.t being on a cu~ of radi.ml L388.68 fe.et fl'Olll whenc• the ce.nter bears 'lorth 7o023' 59" Veat; thertee .Not't beast.er-Ly alm,J aaid c1,1rv1n& boul:lltary *11 an length of 102, 78 • bet a,re O'r l.e.H to the po111i. of beglnn:lng~ Tb{• ea ... at is a,r&nted on tba follOIJJ.na;_ t..nis atld. condltlon&; 1. Sa.id roadvay. and related ut.ilttlea ahall be cCtDetruc.ted 'Uld -.J.n- tai.ned Mt tho aole expenee t:1f the ·Ch-a,.tee-and iD. a good and vorltiunlUt.i!: Dll.l'UUlr, 2. Grantee q;riu to •ave_ &Qd hold Grantor hamie•• from di lon or damage vhich .. ,. ba due to the: e:urci,H: by Cra.ntee cf the -rlsht herdn. gr.anted and f'rOIII all claim.a for such daaage by vhcasoewr made •nd t,c, indell!ll).ify Orantor e., for all suc.h Lou, damage and chills. · ·· ~1/~k- . '!,,.tie "f" l. Crantor reserves the right to uae said land for it& own ptlrpolf,es v,,; rr, in any way, ud to ·g?'Ut. rtghts. in &&ld land 'to otben, not inc.omhtent with the right he.d.in granted to C'tantee, ud Grantee bettby &Htaea'a.11 ri•k of lou Qr daaage, Jnclu41QB d-..ge ar i:i.jury to pna.Dns o-r .to property 1 wb.lch My be suffered by cr&nt:ee ruult.Lng froa Or.an.tor••, use t,f sa:(.d lucl and any of lt1 equipment the~on, whe.cber said. c1aaage or injury be-due t,c, t'be·negltgel\CP cf Crantl'.'r 1 its .e:n'anu or .agents t or o'tiETViae, ~ 4. T~ _r;laht•.bereby granted ahall co&i.tinue ani:1.· be. in forcc·unt!l such t:1-as tbe· Cruce~ ab.all perm.&Mn.tly •.ndon the use of .~aid. roadw.a1, at which time elJ r:1.pu ~re.la. granted •ball cci•••: and deteral~. I i. 1. ~' • 1,ef,n-e • perRQ.aUy • to -tno.. co be ,-ne,eeU.wl.y, of '.tixecuucJ the ri.tldn and f~ . , . . ~ · · , -~t· to IM! tba fnti and volaa.- tary .-et-and lftl.of UH~-..... ::·-t,~'-tbe-ua,_.:._. pa.rpoffa tben:in aea.tioned, ~ ,o,t_ ~,a~~ -~_t:,t~ ~ -~rtaed tD dCllte •aid iutt'l.laent mad that the ... r a:~~·:b~~ .. '**1 of .aa.U-cotjlontloo.. Df littTBSS WHBU0F • I bve. be.Nunto •e:t lff' . Mod aeal the-da1 and :r~.ar ftut above wt'_ittan. "'"'!.1'11111 on Ille la Vult - --,. -.:~~ -·"¥' - Jlll - --.. ·~ .•.... 1 I . ·--------~--~.-... --···-·· W-737 &4/Q7/2E, RECO F !$, 00 FIR£ MAIN EASEMENf CASHSL "'~ .. •S, 00 /9.PdThiB indenture mada this ,;/~4,I da)' or .--,l{l":c;;'h=~---™ Wtwoe13 PUOBT SOVND POlrER'T1J(ffl'f COMPANY 1 ~>1gton corpora Holl ("Or11mtor" herein) 1 and Cl'I'Y' OF REN'lON, a Mun:lclpal c<,rpol'aUon (11 Grutee" Jlerein}' WlTHEBffl.lU That in cona1deratiot1 of Ten Dollars ($10.00) and otbsr rood a.ad vduable conaideration, in hand paid, receipt of which is hereby acknowledged, and per1ol"m&~ce by Grantee of tbe covenants bereinAfter set fortb, Grantor hereby gramts unto Gr,ntee an eaeeMDt for tbs purpose of o,UDtenance, testing and inspect1_9n 22 • of a fire 111&.in wltb the necessary appurtenance• ("i•ci11ty" .h.9.DMlitetnA;f aero•• and under the followinr property, situated in King ObiMByij:V ... u...... .i,. lt lhe 1111'1 See legal description atta.ched aa Exhibit "A" 8 ~ fH~ Ql,'ISIONef R£sijKPS 1. lllC!IIIIS l. Said l'aeilit)' is an underground pipe; it shal. oone1J't!NG t(ltJMlY of single line of pipe not over 10 inches inside di1U1eter, 3 tire bydral'.ltl and other appurteoa.oees tberet.o, 2. Grantee agrees to save and bold Grantor harmless frotn all loss or da.111.&l"f! which may be due to tbe exerciee by GTant&e ot the rigbt herein granted and !r¢111 all claima for sucb d8,QJ"\8'8 by whomsoever made and to indemnify Grantor for all such lees, daaage and elaima, ex~ept damage caumed by 1raator. 3, Granter reserves the ~igbt to use said land tor its own purpoaes in any way and to grant rights in sa1~ lan~ !: otbera, not incoo.eiatent with the right bereio granted to Grantee, cubJect to the tollOll'in11 A. •• r . ..:~. No stora.ge or build1nge are allowed within tbe area described 1D hbib1t "A": ~o power lines can be buried parallel to and within li¥e (6} teet ol the centerli.Jle ot tbe Facility; and any a,ther utilities that are buried parallel to and w:l.thin five (5) feet of the centerline of maid Faeility that are damaged durin9 Grantee'• ro1:1Une mainte.,ance, testing and inspection of said Facility ahall be repaired er replaced ~t the Gr•ntor'• expense~ Grantor agrees to ••ve and hold Grantee harmleas frc«1. all loma or datnage to aai4 other utilitiee which iaar occur a1 a result of Grantee parforalni such routine maintenance, testing an4 inapection of ••id Facility. Prior to any digging perfortM;d by Grantee within the aTe& de•cribed in E~hibit •A•, Grantee e~ll notify and cooperate with G~antcr in the coordination of Ha activitiea with t:hoae of Granter to minimize conflicta, insure protection to eacti perty•a facilities, prevent hazar4oua condition&, or minimi~e interruption of Grantor 1 a operation•. 4, The right hereby gra.ut~d •hAll ceaae and term1~•te wbenever Gr•ntee sball h••• permanently abandane~ tb41 u•e or eaid taeil1ty. 6, Grantee, its aucoeaaora or a.aai1ns, aball hAv• the rigbt, upoD a m:ln:lmwn ot one (1) bu.•tne•• day•• prior notice, at aucb U.JHB u uy be tiec.ea•ar, to enter upo;i aaid at,ove dHcribed prope.rtr tor the purpoa111 of routine mainteziuice. te8titll '"d in1pect on ot said Paetltty, provided, tbat 8\tch maintenan~e, tHttar &ad h1pectiop of H:ld FacUit7 •hall be acoomplia:bttd i11 auch a •anner that diaturbanee to tbe axiatins privAte ian:irovementa and private pN>p•rty sball be m1n1=1zed, Notwitbet&11di~t the forerotns, :ln the event of any emersency requirinJ illlaediate aaceam to the Facility by tbe Or&11tee, Ora.ntee~ may take .uc~ action dpon sucb notice to Grantor a• ie reaeonable 1mder tbt circwntJtanee1. #,3J.YJ./ ___________ ... ll.. - .. ~~~;:,:: , ..... . -.~ .. ~-~;tJ~:.-'{:i-(··; ~~t~' ':t .Eli:. ,;. '' --- - .. I FIRE MAIN EABEW.BHT PUGIT BOUNT> POWER I LIGHT COKPANr, Orantor CJ'l'Y OP ff.ANTON, Grantee In tbe event 88~d improvement• or property are disturbed, tbeJ will be replaced in as l'004 a condition AS the7 were immediately befo:..•e tbtl ptoparty 'Wa.a Ht.red upo11 by tbe Grantee, e. Gran.tor reserves tbe rlgbt to r~locat• aald racility, provided aaid relocation confo.nas to the Gr1pte9 1 a Fite Protoctton and Utilities I>eparteent requirements. 7, Grautee sball not block or impair access to Ora.r..tor'• rem11.in1Gg property at uy t1De, or wbicb said Facility 1a a porthu:i, or ibterrnpt GrantQr•a 1llla1n$&S, 8, Thia e&eement aball be a coven&Dt runnins •itb tbe land and sb .11 be b!ndtng on the eo.ccesson, bdre, and. as&ign. of bOth parties hereto, .l.c~pted by: CITY or RENTON By I bo,,.b,a,.aJ ::'j, • ':,.p,_,,.,.;, ~ It1 Mayor >??,, .. ,:,e.~ :lty Clerk PUGET 90tlND PORR l J.,lOKT COMPANY .,, -zL~ Dtreatoi0e1fflat11 STATZ OF WASHINGTON l ) ... COUNTl'or r On dil1 ~ day of Oc'iP'Jf&. '!!!!.' bet.-. bit, tb1 underllpad. Wm, K. Artbur , tomabowlltDNlhl Director Real .lata.te dPUCBTIIOlJNDPOWIR.aLIGHTCOMPANY.ilw QWpCflllcn lhtl IXKldld lht f..,_,to, lnmminl. and iRbJowliqld the ukl lmlnlmant IO bt lht ll'N and vohiatary IICI ind dNd ol 11ld 11Qr'P01111km. for lb1 ..,. ud pwpoHI lh..,.Jn mentioned. and on oalh llalff IUI ht II 111dlorlhd to Meile !hi nlcl WlnlfDIJlL thll day md yeu firll ebov. wrltbln. \~ /... NOllry Pllblic la Wahbialon, nddla, at ~=-'-------- ..,..-. . ... ._.... ·~·--; , 'J!;·_--- )~-~~ ~ r:-, - L: - - ;:;~r,--~~ -:'· ... < - 11 .. I'll --.Ji ll f .............. __ ,,' •~ EXRJBI1' ".\" A strip of land 1~ febt 1n width having 7.5 fee• of such wldtb on each side of the follo~1ng desc~11>8d centerline1 Co111r1enC1n1 at tbs .Meander corner on tbe Nortb line of the Nor~•1 .. west quarter of Sections, Township 23 Horth Ranae & Ea1t 1 I.M., in the City of Renton, ling County, Waabtn1ton1 tbence North B&GS0 1 12" wut along an extenuon of said North l.i ., 01 said Jorthwest quarter of aeetion 8, a di•tance of 81~.99 feet to tbe True Piiint of Bee· ,nlniJ tbeoc.e Sc;,11tb o•oe 1 0fli" East, a distance of 10,22 feet to a point hereinafter desi&Dated Point "A": tbuce cot1tiP11iPC South u•oe• 08'' !a11t a di•tanc• of :l19,33 feet to a point bereimafter deaisnat•id Polnt"B"J tbeace eoat1nuin1 Bouth 4S"'08'06" Eau, • o.tatance of 39,B4 fl!et1 thence South 20•38'10" Eut 1 t. dista.aee of 252.80 feetj the11ce South 43•oe 1 os1• East a distance of 52,03 feet to a point berein~fter dedgr,ated Polnt "C"I t.bf111Ce conthuinr South 43•oe•OA" l:ast, a distance ot 257,.58 leet to the tel'DliDua of the centerline, LESS that portion ol said described eaaeanent l11n1 within the 100 foot risbt of •ay of the Burlington Northern Railroad, TOG~ YITB a strip of land 15 feet in width bavin1 7,5 feet of such width on eacb side of the followin1 deacribed centerline: Beginnirif 11.t Point "J." as mentioned in the above deecripUooi thence south 49•51 1 52 11 Weet, • distance of 11.2& feet to the terminue o! the centerline, ARI) 'l'OGITIIER 11TB. a •trip of land 15 feet in width baViDI 7,S feet of such w14tb oa each Bide of the following described centerline: Be1.nnin1 at Point "B" aa mentioned :hi the above description, thence Bou.th ,e•&l'lli2" lest, a dtat~nce of S9,8• feet to the termtnue ot tbe centerl1De, AND TOGE'l'llER IITB a etrip Qt land 15 feet 1D wtdt~ b&V1DI 7.5 feet ot such width on each eide of the tollowiDI' described ce11terline: .Beginnhe at Point "C'1 as mentioned in the above description; thence 8011th ,e•5l'52" !est, a 4ililtllnce of 383,90 feet, thence South 13•oe•oe~ East, • di•ta.Dce af 18,62 feet to the tenninus of the ceoterline. -··1' ·,-· 0~ ,·• ··;... , ........ ~.: ,,- ! t,,:..: ,. ;"- - - .. , -,.,........,. ,,_-,,_,,.,~n,f''<"'',-,..'\".~ . .,....,-..,...-. ~,.,~ ~~,·· -.-,.,, ,-,.·"" "' --,i-., •. , . ·,---; . FIU!D FOR RF.CORD ATTIII! RP.QUEST OF: ...... Sound l!aolaY, lllo. P.O. Bex 97034 OBC-IIN Bellewc, WA 91009-9734 EASEMENT GIWITOR PuplW-lnc. GRANTEE: ,....s-df.DNJy,lac,. • LEGAL DESCIUPIION: SW llofSodiaol, Towmbip2l Nadh,Rqe l l'Mt, W.M. NW II ofStclM,a I, TOWlll!lip 23 NcNtb. Rqe l l!oll, W.M. FULL LEGAL DF.SCRlPTION ON PAGE: 4 ASSESSOR, PROPlllllY TAX PARCEL: Ol230l-90ll, Ol230l-9171, Ol'JOl-9191 A.O. llld-., U-. An--.-. IIOlll.,,...llld ll!,...i,11111-!NI p-'"°" po,ticowl, _bed oaEaluoitA rr-Aiwa"J. fi>rlllc-.i...:ribed ID -.01.1. B. Acm, llld H ' • Raid. An--.-. llooa"""" llld tluowall 11111- INI p,op,11)' m°" plllticulNly -bod'"' &hil,;, A, blllc --;.-.., 1.2. Said Aooell lDII Mei I w,oe Ital lbaU bJ 4JPid W !bit oor1lla 1111 pn,pe«y man, Plf1k:ululY doocribod'"' Exhibil 8. J.Purpom.SubjectlOtllo-.llldCOl1dltlco,of11,j1--lllolli...111criabt10 ... lllc l'nlt>olt¥ .... fo!lowila-: 1.1 Gal --Uw.111< ...-..cdoo,oponiloll,-. !lpllr, ~..,..-......i . ._m,1..,,...,..,. Utillly-forlllc pwpolN oltrw11111fcdan, dllllitulao ... •of Jll lld ~-Suda qMDI may ladude, but .. DO( limilocl lo: Lu..toM4 _______ -'_wi6 ------·------=·-c,plleeoblelld_llmN,_llld_a ·t r .,_ ............ ..J. • ~ ····-·-· ····-·· llabU,-. -. -llldlll)'IIICI 111-ki!;riac,- ,-y., .... -.. Ill)' 111d ,n of tlle fotqq; 111d b. Ut.dcop-,adlltie,. Cooduill, liDCo,ableo, ....U,,-llld -.,, fi>r elDClriclly, plpa, ppollaN, ouim, -coadmta. ,,..._.n md &c,1m &>r,-, Oboropllccablomd-U-, -llld flcl_ fi>,.....,.,.......: --•gn,undDIOUOOol focilitlaaod pod,.-. ....... -. lllla:hNall ad any IDd all Olber facililia or~ neaa&f)i or CODYalicat 10 ID)'""' Ill oftlre fi>nilohll. Followqtlrewtill........,.;mofollouportioooflta-,0.-"'Y,mxn-tolime, ----·k-""111U< forsudl,y-... 1.l Acrm ad Murtmenct Road. 1k cournxcillll, apcnlicm, m I m=, rqialr, rop'-impro""'ad,.......i,m'-llldmeof•-llld-lloodm IOlbletlre 0-.. -..111 ripa -. a-1111111-1 Orlrrlorli>rlll)' ........ 10t1rePmp,rty cauod bytho .....i.o ofsudlrtpt•-by Oaolce. 111c0..ml -Liw,llldtlre Accao rlldMI' I ,c llood .. -- collecli>dy drm!U>a lb<.,,...._ .. l.P-a..riasadMei I -a.....lb1llbawtboriplk>cut,'"'"°"ml.U.- of11Y rlld,11 brulb, -llld-~ID tire l'n,paty, -mipl-, inClrmtoc'1 opinioa. m ~1 Imp $ 1 ma. OW llull1 abo batte die ript IO coalml ca a CGllliauml bai1 nlbr••yptmmad.....:hk-.tllo--mdpuwtl!ofbnilb,-mdotllor ,.._..., ... Pn,.ny,Onma,rillllbo~blofortbemol I oftllelmprowmnl 3. T __ .. ,_.,_ -abllthll .. 1bo olptU>cut, lrim, -.....i di-of .,,..,..._-...,,_rtywMd,could, in--;,,,i.-.-wkbot-• -.. -~--a.-.,,liel~prioru,tbe....,;.of-rip~ _,,. __ _ -·--..... o.-priorflOliOl .... --w111 ,,. .... --.. di,pooodof(-FIIIIO-lholl bm noobllplioa toldailify ............ --prior ....,. ................ .-............ -..u.oilpooodofirl_lO_ -).-all bocmidodm ao ilr-eu1, lriamlod, ......Sordi,pooodof _for.,,......,_ Ylllaoofrnen:banooblc timbcr(iflll)') ..,,.,. _....i 8an llo l'1opcrly by °""'""· 4.Groator'1u .. or .. ,-.0noror ...... 111ortpttoU1C ... ._fi>r..,,.,.._ oot--wi11illoripllborola ........ pn,videdM-obllloot_or_any bulldin& -•-obJecSoo tbel'1opcrly,ad-aelldooolladl!IF..-300 ..,.., -·---··prior·--s . .-,,.--.. ~---..... u.illly-by-11,....ttoro-~...,_i.111o.-..ort11ert,111,bonla.,._.,-. ... ....,... -., lholl NqlllJear.. to ~-lbtMpo<liooof a,y-lltblllly 11111 1100> ... ...u.-ora-...... ..u.-at-. ,.At•••••• ,. ...... .._ ....... IIMll..._.ad_..._.o.w_ao 0111bePropollyfi>nporiodofl,.(S)-..,-.1a......,._t1u_"'8_ lddlllrtpllbmuador,ml..,. ...... tttdr_,... .... ,_ ____ _ ....... i.-. -2· - 'f.. I .,-.,·"I. <='.._•<K'~~,•;,-,-··,, r .. :. ···~, .• ·:.·• . • be<anelllop-ofO-,pn,ridod,,.....,-tbolllle-tohavc occuno<lby -of_.. flllmo to inllially lmllll 111 _. on Ibo Pn,pc,ty w111111,ny period of-fiom lhodl0,- 7. S.-n md Aulp,. °""""' wllba>c lho ript ,......, aponiooo,adlcn,iootrm,la ayG<alloflarJabll,bcaotlu.pri~acl-arilUlllutacl...ie,llu,-.WdbOllt limiliDa Ibo .-,.lky oflho ~ Ibo ripll ... oblipliom ofllle ..... ,ball; ... ,. to lho boaefit of and he bindiq ..,..lbeirn:apecliv. ,_ ..i ....,.. ORANTOR ....... w-.111c. BY m.; ITS Pteaideat STAT!! Of WA..111NGTON COUNTY Of /!_,Ill~ -- ) )U ) -1 • 1999. • • _ ... 'IHAT POll110N OF GOYIIINMIINTLO'IJ I AND% IN IIICl'lOH I. 'lOWN8HIP 23 NOlffll MN01i 5 BAIT, W ll., IN 1111 arY Of IIIIITON. COllNn or KING. IITA'II! OF W.uHINO'ION, AND ALL 'JHOSll l'OaTIDNI OPUia! WAIHING'ION IIIOllll.\NDJ notmNG 1Hllll!OII.AU,MOUPAllTICUIAILY DFICllBED Nl l'OU.OWS: COMlll!NCINGAT1HB~COIJIIII.OFGOVlltNNiNTLOT I. IICTION I. TOWIGflll' 23 NOllTll, IANOIU BAIT, W.11., MID JOINTBIIIN0111B HQll1HWIISf CODIIIILOP 1Jlll--QUA&111& OI' MID ll!CllON I; 1H1!11CB Wlll'IIRLY ALONG 1111!-'DI LINEii' MID OOVIIIINMlllff LOT I AND IIICII LIiii! l'lltJDl/alD Tlllffllll.YfflJj nlr, '!0111! WIIIIILY MAIIIIII Of IIUIILINCJl'OM HOll1IIIIIDI • •P IOMI COIIPAHY'l llllll'CJf WAY (FOIIIIIILYN0111111HPAQPJC JIAILWAY COMPANY'I LAD W,UHJNOl'ON UNI} ANll 111BffUII JOINT 0, IIICIIIININO; 'DIBNCB IOll'DIIIII.Y ON A CUllYBTO 1HBUlll1: OH IIAll>W111111LY MAIIOIN OF BlllLINO'IUII HO&ii6iN IWLllOAD COIIPANY'l ltiiff OFWAY, lllBIWIIUI POINT OP WIIICII DAU-74 'JI' Ol"WIIT, IAIDCIJJ.VII HAVING AIAIIIUII or l:IIUl l'IIBT, THIIOUOHAHINCLUDIDAIIOI.IOF4• 14•21• JOlAHD AICLIINIIDIOF 101.71 PDT (10:.'1'6 l'IIIITOIOaD IIIIF.~ THllll(2 IOIIIH 75'44' H"WIIT24Cl.72 PBBT; 1IIIIIICI! HOJ;'D! 46' 51' GI" WT:ln.14 l'IIJ; 1HliNCUOV11Ul'41'4'' IIAITM.JJtsr.47j,:811WBIOINIOFIIIOINNINO, CONTAINING 11,2'7 tQUAIIBPBBTOI.OAlt ~a~of-laf~al'II ! IAILloo--WAtl-17',-ID 1'-. c.;,,,,,., w ..... ---619014. ---4. ... • '· Pan:dJAandCofCityof-Lot!Jne~,wmberWA91-176,J<CO!dediol(mcCouoty, w......_...,-.,,Numbor9902019014 . --. ,. ... ... - Jrh N;fQS. EGl!t9:S Nill UTUlY £l5DICNT --·--·-··-·-· --·--·-.. ·-----. .. __ .. ______ _ ------·--·---·--~-· -·--·---------·---·--· --' -·--·---·--------· .. --·-----·-------------·----·-··-----· -----·-------------·-" --.----·----__ ..,,.. ___ ,I< ___ _ ..... .,. ________ _ -................ __ _ ----··--.... .,.. ___ .. IP:>t\P 14 NORmEST 1/4, SECTION 8, TOWNSHIP 23 NOR'l'H, RANGE 5 UST, W.M, WI IWICEL C -TQ LOT 1'1 -·--··~·--·-L -·--·----·-----·---·--------· -.-·--··----·--·---·---·----·1111----·· --·-·-·----·-·------------··--··-. ___ .. _____ ,.,,..._ ··-·-- ,;·· U7 l'f l.f --.... -.-.. .,-.aacsi·.-· 1'11-------•""W-..,_N.u,ria.._•«M--··------.... -·--'l'Cllll -----111:-.. M~ ,, ___ ..... _ ......... : Tn:;r LOT LIIE REVISION PUGET SOUND ENERGY 8HUfFLETON COMPLEX __ ,. •,.,,_ ... ___ .. ___ ·-· _::.;___... __ .. -.. --- • • -·--• -w:: ':.,,, .. {·.,·.",.i; k.,>,.··.· ...... ,t.,<_~-~.~ ..... ·: .•... '"lio!,,i,-t t4;9ii,,;/ ........ ?. .. , .•.. , t9UOU014 NOR'I'H'ftST J/t-, SECTION' 8, TOQSBJP 23 NORTH, RANGE 5 EAST, l . .ll. KING COUNTY, WASHINGTON ~------=~ . -. -·-+ -------·-000 .. -------Q""III; ----w ---0 .............. .,, ---... --.. --Ol'I•---•· I TTb --...,. __ ,. __ _ ~::::.t::=:::: LOT UNE REVISION PUGET IOUND ENIRGY 8HumETI>N COMPLEX --· ,,,.. .. -.. i... .... ~ .. b ~ ..... -..t.11. .. -•--..L. ,. ··--..--·----,.,,,,_ ~ ···:,, ·:,, ... ,;. • FILED FOR RECORD ATntE Rl!QIJESTOF: Pugt,<W-lnc. 19515 No,tbC"'1, Putwly,SullellO Boll,cl1, WA !llOll-1200 ·-~..s f711f1t-5 G GIDor, PaptScu,d l!aolaJ,, 11<.,a w.._<G,ponlioa ~y Papt Souall Power& Ugh! C..,l*ly),loraodin n ., mliaoof1m1nnllllO~lO.OO)dollan,od"11erpodllld•aluohle tDalid~lldon, in IIIDd paid.OODY1)11 al Mn111U lo PUOB'J'WFSI'DN, INC .. A WASHINOTON CORPOIIAnON, ("Omloe") die i>llowiq dcoatbal ral -"""'""1 la Ille Coualy nf Kq, Sale of W .......... ; """'18 ofCilyof-LolUac ~-ber WA 91-116,-hi ~c.unty, Wuh.in8t«i imder R.eoon1i111-nbcr W02019014. Gtlalml,oabollllfofilllll;i>l_._.......,,ba.t,y__,.,..,41,..,iynrindiNOdy, in.,y roo,,ormany-.-.-.;,i,;t,;i,-or-..i.oimpllra-.'1.-or mroabl...,..._,~bulan1_1y_.,,_,._.,...,...., ----·-..... ---p("lbe -·, .. ..-111c--bad11Joa<ltadoroll'odioltbe'-bemaanlaqi•a- ..,.,_._.. ·-...iwillbe-...lo,llcndpol--=--·-linl;Jioatbe-,llly ofllie....., a-, cmlldillf ofit•H; ill ,,_ml lllipo, bo!My ,,,_,...,,.,..._,_, .. inllmly,hla,y-10f1be-ofa,y ~ ......,,.i .. ---..... -.. allo,ayportof'lbo-. 0-may, io ill lolc u:o:lioo,...., ,po,Ulc pml-n-oftbil -(lodudlaa- --~) .....,.0-, ad a.-'l.......,. ..i..,..., la my -wltl, j,uildlodna. ----lllid ..-IC nm ,rid, Ibo lad,., lli>d 111-, aod -..,.r-...ilauft .. lliebcnoitnflllo-'1-...i....,. llolod Y,.•./99 , 1999. STA 11'. OF WASHINGTON ) a COIJNlY OF 'A,U, ) . ) ~OJl-.-oa'I~ _____ .., .. __ ,·-.. _ II. ____ ... ...._ .. ___ ..... _ .. --·~111111. CO!alrT-Dll~W-1~ ...... ,-t~=~~~-~..;c ... i~tt.~:.'.:~, --~-~c~•·•~ ;-'/ /'•,,i TDrAL..:.: ._A • . .f.~ ~ LIJA.H~•SHPL L"ll).20-0i'Se ···.,# :.'~ =.4=f.~£ .. ~-=-""..::~ . ·"" ---..,.,_,_ __ _ ..,,_ .... __ _ -~-----· -·----· l ' -®··-:::? ·- @ ......... -... @..--a- -II,. __ _ .. -, ...... _ -........ -...... -=--=-.... - = c:::, WHEN RECORDED RETURN TO Thomas A Barkew1tz Alston, Courtnaee & Bassetti LLP 1000 Second Avenue Suite 3900 Seattle, Washmi,on 98!04-104S Document Title: Declaration of Covenants, Conditions and Restrictions and Grant of Easements for Southport Grantor: Southport, LLC Grantee: Southport, LLC Legal Description: Ahhreviated Legal Description: Lots l -4 of Renton Short Plat No LUA- 99-134-SHPL Full Legal Deseription: See Exh1b1t A attached Assessor's Tax Parcel Nos.: 052305-9076-03 Reference Nos. ofDocnments Released or Assigned: Not applicable DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS AND GRANT OF EASEMENTS FOR SOUTHPORT :,:e THIS DECLARA T!ON 1s made thts l 4'' day of November, 2000, by SOUTHPORT, LLC, a Washington hm1ted hab1hty company, whose address, 1s 10843 N E 8"' Street, Smte 200, Bellevue, Washington 98004 RECITALS A Declarant 1s the owner of that certam real property located m the City Renton, Kmg County, Washmgton legally descnbed m Exh1b1t A attached to tins Declaration (the "Property") The Property 1s currently known as Southport A site plan for the Property 1s attached as Exh1b1t B B Declarant desires to create certam easements over and across the Property to assure the proper and efficient development, operat10n and funct10nmg of the Property, to create provmons for the construcllon, maintenance and operation of common areas and 3129\005 I L/13/00 TBARKE\S[LO~OUTHPORI -1-(j} = = = ,..... other bmldmgs and improvements now or hereafter located on the Property, and to make certam other covenants and agreements relatmg to the Property as more spec1fically set forth m this Declarat10n DECLARATION NOW, THEREFORE, Declarant declares that all of the Property 1s and shall be held, conveyed, hypothecated, encumbered, leased, transferred, sold, occupied, built upon or otherwise used or improved m whole or m part, subject to the covenants, condmons, restnct1ons, and easements ("Covenants") heremafter set forth and all of the Covenants herem contamed are declared and agreed to be m furtherance of a general plan for the subd1V1s10n, improvement and lease or sale of the Property and are estabhshed for the purpose of enhancmg and perfecting the value, des1rab1hty and at1ract1veness of the Property and every part thereof 1 1 SECTION I PURPOSE Purpose It 1s the purpose of this Declaration to (1) Ensure that the Property WIii be mamtamed as an attractive settmg for office, hotel, residential, retail and other consistent uses wtth ample landscaped areas, at1ract1ve h1gh-quahty structures, proper and destrable uses and appropnate development of all of the Property, (11) Protect the Owners and Occupants of the Property agamst improper and undestrable uses of the Property, (111) Encourage the construction of attractive Improvements m appropnate locations, (1v) Prevent haphazBrd and mharmomous development of the Property, (v) Secure and mamtam proper setbacks from streets and adequate spaces between structures, and provide high quality development on the Property 1 2 Interpretation Section I shall be used by the Declarant and the Assoc,atton as a general standard m interpreting the prov1s1ons of this Declaratton and Judging performance hereunder, in the preparation and rev1s10ns of the Gmdelmes, m approving or d1sapprovmg the development of Lots, and m carrying out the overall development of the Property 3129\00S IJ/13/00 TBARKE\'5ECO\S0UTHP0R1 -2- c..., = = "" SECTI0N2 DEFINITIONS 2 I Beneficiary means the beneficiary under terms of a Deed of Trust or a mortgagee under terms of a mortgage 2 2 Board of Directors means the govemmg body of the Association as descnbed m Section 5 2 3 Bwldmg means and include the pnnc1pal structure or structures on any Lot, mcludmg all proJect1ons or extensions thereof, and all garages, outside platforms, out bmldmgs, decks and other ancillary structures and fac1ht1es, except where ancillary structures and fac1ht1es are otherwise specifically referred to herem 2 4 City means the City of Renton, Washmgton, a Washmgton mumc1pal corporation, located m the County 2 5 Common Areas means those port10ns of the Property now or hereafter designated as common areas by Declarant or, after its formation, by the Assoc1at1on, mcludmg pnvate roadways to serve all or part of the Lots and all curbs, gutters, signs, sidewalks, driveways and landscape areas adJacent to the private roadways servmg the Lots, mcludmg, without hm1tat1on, the Mam Access Road, the Pedestnan Promenade (wluch will mclude a landscape feature) and the Monument Sign and all hghtmg, uuilty, sprmkler and other systems, equipment and fac1hlles located on or servmg the Common Areas, as such may be altered, reconstructed, expanded or withdrawn by Declarant or the Assocrnt10n from ume to time For the purposes ofth1s Declarat10n (mcludmg, without hm1tallon, the easements set forth m Secllon 6 4), the Mam Access Road and the Pedestnan Promenade will be generally located m the area shown m Figure I and Figure, 2, respectively, attached to this Declaration The parties acknowledge that the actual locauon and d1mens1ons of such Common Areas may not be determined until the Improvements to be constructed on the Common Areas are completed The parties to this Declarat10n agree that, upon complelton of the Common Area Improvements, the Assoc1atton shall obtain a survey of such Common Area Improvements showing the exact location and d1mens1ons of each such Common Area and a Legal Descnpt10n therefor The parties to this Declaration further agree that, upon receipt of such survey, the Assoc,at1on shall record m the real property records of Kmg County, Washmgton, an amendment to this Declaration showing the actual location and d1mens10ns of each Common Area Notwithstandmg the foregomg, and except for mmor adjustments to reflect the as- bmlt location of the Mam Access Road and Pedestnan Promenade, neither Declarant nor the Assoc1at1on may designate add1t1onal common areas on any Lot without the prior written approval of the owner of such Lot 2 6 County means the County ofKmg, State ofWashmgton 3129\00S 11113/00 -3- l BARKI \\f CO\')OlJTHPORf = = = .,.., 2 7 Covenants means the covenants, condiltons and restrictions set forth m this Declaration and as 1t may be amended or supplemented from time to time hereafter 2 8 Declarant means Southport, LLC, a Washmgton hmtted habthty company and tis successors and assigns Declarant's assigns shall be deemed to mclude any party whom Declarant designates, by means of a noltce Recorded tn the Official Records, as the party who, from and after the date such notice ts Recorded, will perform Declarant's functions under this Declaration Any such designation may be made with respect to all or any portion of the Property, provided that m the event that any Person or entity ts so designated as Declarant for only a portion of the Property, then the right and power to make, give or take any consent, approval or other action requtred of the Declarant under this Declaration wtth respect to such portion of the Property, and any nghts of the Declarant under this Declaratton with respect to such portion of the Property, shall be deemed lodged solely and exclustvely m the Person or entity so designated as Declarant with respect to such portion of the Property 2 9 Deed of Trust means a deed of trust or mortgage on any portion of the property or leasehold mterest therein 2 10 Gmdelmes means the Southport Level II Site Plan dated December 15, 1999, approved by the City of Renton for the development of the Property, together with any standards, restr1ct1ons, regulations and criteria apphcable thereto, as the same may be modified or supplemented from time to ttme, winch Gmdehnes shall be referred to by Declarant and the Assoc1at1on in interpreting the intent ofth1s Declaration and provided that the Gmdelme approximate bmldmg areas (excluding parking uses) shall be Lot4 Lots 2 and 3 Lot 1 Office Residenttal Hotel Retail/Restaurant 750,000 square feet 394 umts 220 rooms 40,000 square feet Notwtthstandmg the foregoing, if the development of a hotel on Lot 1 1s not econom,cally feasible or, 1f despite reasonable best efforts, a swtable hotel operator cannot be found, Lot l may be developed for office and/or retail use, subject to the height, bulk and s1m1lar requirements and restrictions set forth m the Guidelines, or ,f such development ts not m compliance with the Guidehnes, such other criteria as may be approved by the Owner of Lot 4 A copy of the Gwdelmes shall be mamtamed m the offices of Declarant and the Assoc1at10n 2 11 Improvements means and mclude Bu,ldmgs, structures, Signs, fixtures, dnveways, parking, loadmg and/or storage areas, fences, sidewalks, other walk and/or 3129\005 11/13/00 TBAR"'-E\";ECO\'iOUTHPOR T -4- bicycle ways. paved areas, curbs, gutters, antennae, satellite dishes, tanks, towers, hoppers, storage bms, fixed machmery, transformers, walls, screens and barncrs, retammg walls, bndges, dramage structures, stairs, decks, landscapmg, water hydrants, poles, gradmg changes, loadmg areas and all other structures or Improvements of every type and kmd, name and nature and all add1t10ns, alteranons and changes thereto, except where such specific Improvements are md1vidually referred to herem 2 l 2 Lot means any parcel of real estate contained w1thm the Property as dmded or subd1v1ded on a subd1vmon plat or map or bmdmg site plan recorded m the Offic,al Records Ind1v1dual Lots are referred to m this Agreement by the number of such Lots m the Short Plat (1 e, Lots I, 2, 3 and 4) At such time as any add1t1onal parcels are created by the subd1v1s1on of any eXJstmg Lots, each such newly separated parcel will be treated as a Lot for all purposes under tlus Declaranon 2 13 Mam Access Road means that Common Area on which the mam access road to the Property 1s located, which Common Area 1s shown on the map a1tached to this Declaration as Figure 1 "Monument Sign" means the monument-type sign for Southport to be developed and mamtamed by the Assoc1at1on as provided in Section 4 8 below 2 14 Occupant means any Person, other than an Owner, and the successors and assigns of any thereof that 1s m possession of or otherwtse occupying one or more Lots at any particular !Jme or llmes, whether as a lessee, sublessee, hcensee or pursuant to any lease, sublease, license or other nght of occupancy with or through the Owner of such Lot or Lots 2 15 Official Records means the real property records of Kmg County, Washmgton 2 16 Operator means Declarant or a person or enttty designated by the Assocrnuon as havmg responstbihty for mamtammg the Common Areas 2 17 Owner means, at any particular time or ttmes, any Person, and the successors and assigns of any thereof that owns fee simple title to one or more Lots, as shown by the Official Records, provided, however, that a Beneficiary shall not be deemed to be an Owner so long as ,ts interest m the particular Lot or Lots 1s for purposes of secunty only 2 18 Owner's Assoc1ahon (sometimes referred to as the "Assoc1at1on") means the assocmt10n of Owners created and descnbed m Section 5 2 19 Pedestnan Promerrnde means that Common Area on which a pedestnan walkway will be located, winch Common Area 1s shown on the map attached to tlus Declaration as Figure 2 The landscape feature w1thm the Pedestrian Promenade will be located m the area designated on Figure 2 for such feature 3129\005 I ]/ll/00 TBARKL\SECO\~OUTHPOR1 -5- 2 20 Permltlee means a person or ent,ty, m add11Ion to an Owner or Occupant of a Lot, who 1s enlltled to use the Common Areas as an employee, agent, hcensee, customer or mv1tee of an Owner or Occupant 2 21 Person means an md,v1dual, group of md1v1duals, corporahon, hm1ted hab11lty company, partnership, trust, umncorporated busmess assoc1at1on or such other legal enllty as the context m which such term 1s used may imply 2 22 Property means all of the real property descnbed m Exhibit A and such additional real Property as may be added from time to time 2 23 Record or Recorded means, with respect to any document, the recordat1on of the document m the Official Records 2 24 Short Plat means the Seco Development, Inc Southport Short Plat approved as Renton Short Plat Number LUA-99-134-SHPL, recorded January 31, 2000 under recordmg number 20000131900006 m the Official Records. 2 25 Sign means any structure, device or contnvance and all parts thereof which are erected or used for adverus1ng, d1rect1onal or 1dentJficatJon purposes or any poster, bill, bulletm, pnnllng, lettermg, pamtmg, device or other advert1smg of any kmd whatsoever, which 1s placed, posted or otherwise fastened or affixed to the ground and/or structures withm the boundanes of the Property 2 26 Subd1v1sion means any bmdmg site plan or subdiv1S1on plat or map Recorded with respect to the Property or any port10n thereof m the Oflic1al Records SECTION3 REGULATION OF USES 3 l Approved Uses Lots withm the Property shall be used for purposes allowed by the zonmg for the Property and consistent with the Gmdelmes The foregomg shall not, however, prevent Dec]arant from constructing, owning, operatmg, leasing or conveying real property withm the Property for service fac1ht1es consistent with the purposes ofth1s Declaration 3 2 Comphance with Governmental Regulations All uses and act1v1t1es on each Lot shall comply, at the sole expense of each Owner, with all apphcable government•! regulatwns and the development approvals issued for the Property mcludmg, without hmitat1on, the Gmdelmes, the City of Renton SubstantJal Development Perrmt #LUA 99- 189, SA-A, the Washington State Department of Ecology Permit #2000-NW-40003 and the Southport Planned Act10n M1t1gat1on Document prepared by the City of Renton, dated September 17, 1999 All uses and operations shall be earned out so as not to cause a nuisance to adJacent Lots Each Owner reserves the nght to seek to amend or cause to be 3129\00S lt/13100 -6- I DARK~ECO\SOUTI IPOR r amended any of the governmental regula!Ions, mcludmg all governmental zonmg laws and regulatmns, and development approval cond11Ions as they relate to the Property or any portion thereof, provided that such amendment does not further hm1t the uses allowed on Lots owned by any other Owner, nor increase the costs to develop, operate or mamtam the Common Areas Without hm1tmg the foregoing, the Owner of Lot 4 may seek clanficatmn of the Gwdelmes and related approvals to pernut the development ofup to 750,000 square feet of office on Lot 4 and, subJect to the prov1s10ns of Section 2 l O above, the Owner of Lot l may seek clanficat1on of the Gu1delmes and related approvals to permit office and retail uses on Lot I 3 3 Compliance with Non-Opp0S1t1on Agreement All uses and act1v11Ies on each Lot shall comply, at the sole expense of each Owner, With all applicable prov1S1ons of that certain Non-Oppos1hon Agreement dated September 27, 1999 by and between Michael Chnst, One, LLC, the Boemg Company and the City of Renton (the "Non-Opposllmn Agreement"), as such Non-Oppositrnn Agreement may be revised by the parties to 11 The Non-Oppos1t1on Agreement ,s attached as Exh1b1t C 34 Use Restr1ct1ons (1) No use shall be permitted on the Property wluch IS inconsistent with the Guidelines and the operallon of a first-class mixed use center Without hm1tmg the generality of the foregoing, the followmg uses shall not be penmtted (a) Any use which emits an obnoxious and offensive odor, noise, or sound wluch can be heard or smelled outside of any building on the Property, (b) Any operatrnn pnmanly used as a warehouse operallon and any assembling, manufacturing, disulhng, refining, smelting, agncultural, or minmg operatrnn, (c) Any disposing, mcmera!Ion or reducuon of garbage (excluS1ve of garbage compactors located near the rear of any bmldmg), other than for garbage generated by the respective Lot Dumpmg of garbage IS, notwithstanding the source thereof, prohibited All garbage compactors and garbage and recycling contamers must be screened with landscapmg or attrachve architectural features so that such compactors and containers are not VIS!ble from the Mam Access Road or the Pedestrian Promenade (d) Any dumping, dispoS1ng, mcmeratlon, or reduction of garbage (exclusive of garbage compactors located near the rear of any bu1ldmg), (e) Any fire sale, bankruptcy sale (unless pursuant to a court order) or aucllon house operatrnn, (I) Any commercial bowling alley, and 3129\005 1 I/J3/-00 -7- TRARKf\S[CO\S0UTHPOR1 (g) Any estabhshment sellmg or exh1b111ng pornographic matenals, (11) No Perm11tee shall be charged for the nght to use the Common Area (111) Each Owner shall cause the employee, of the Occupants of1ts Lot to park their vehicles only on such Lot unless other arrangements are approved by the Assoc1at1on or as agreed to under easements among the Owners See Section 7 below (1v) Tlus Declaration ,snot mtended to, and does not, create or impose any obhgat1on on an Owner to operate, or cause to be operated, a busmess or any particular busmess on the Property or on any Lot (v) No Owner shall use, or permit the use of Hazardous Matenals on, about, under or m 1ts Lot, or the Property, except 10 the ord10ary course of ,ts usual business operat10ns conducted thereon (includmg the manne fac1hty intended on Lot l ), and any such use shall at all !Imes be m stnct comphance with all Environmental Laws Each Owner shall indemnify, protect, defend and hold harmless the other Owners from and agamst all claims, suits, act10ns, demands, costs, damages and losses of any kmd, includ10g but not hm1ted to costs or mvest1gat1on, ht1gat1on and remedial response, ansmg out of such Owner's breach of the obhgat10n set forth m the 1mmed1ately preceding sentence For the purpose ofth,s Sec!Jon, the term (1) "Hazardous Matenals" means petroleum products, asbestos, polychlorinated b1phenyls, rad10acbve matenals and all other dangerous, toxic or hazardous pollutants, contammants, chemicals, matenals or substances lJSted or 1dent1fied 10, or regulated by, any Environmental Law, and (11) "Environmental Laws" means all federal, state, county, mumc1pal, local and other statutes, laws, ordinances and regulat10ns which relate to or deal with human health or the envuonment, all as may be amended from time to time 3 5 Not1ficat10n and Cure Penod If a v1olatton of this Declarat10n 1s claimed by Declarant, an Owner, or the Assoc1at10n, then wntten notice of the v10lat1on shall be delivered to the Owner m v10latton The Owner receiving the notice will have sixty (60) days to cure the v10la11on or show good faith that such vJOlat,on 1s m the process of bemg cured If the Owner m v10la!Jon fails to cure the vJO!at10n w1thtn such 60-day penod or a further reasonable time, then the Assoc1at1on may, at ,ts option, proceed with any legal means to cure the said VJolatton If the Association fa!ls to cure ma timely manner, then any Owner shall have the nght, but not the obhga!Jon, to cure and be reimbursed by the Owner m v10lat10n, mcludmg all expenses, legal fees, and mterest thereon SECTION4 DEVELOPMENT 4 I Development Standards Development of the Property shall be m accordance with the Gu1deltnes and this Declaration All Improvements constructed w1thm the Property will be constructed of first quahty construction, usmg high quahty matenals, fimshes and 31291005 11/13/00 -8- I :BARKL ~L(,O\"'OUTHPOR T details, and will be archnecturally designed so that they are esthetically compatible and harmomous With the other Improvements on the Property No Bu1ldmg or other Improvement on the Property will be bmlt m such a manner as to adversely affect the structural mtegnty of any other Building or Improvement on the Property All Improvements shall be mamtamed and operated m a manner consistent with a first class commercial and res1dent1al development 4 2 Underground Ullhties Except for easements or ut1ht1es ex1stmg as of the date of this Declaratmn, and hoses and the hke which are reasonably necessary m connect10n with normal lawn and landscapmg maintenance, and except as otherw,se requ1red by any ullhty provider, no water pipe, sewer pipe, gas pipe, dramage pipe, telephone, power or television cable, or s1m1lar transm1ss1on lme on the Property shall be mstalled or mamtamed above the finished grade of the ground All ut1ht1es servmg the Common Areas will be separate I y metered 4 3 Utility Lmes and Rooftop Equipment No sewer, drainage or utihty Imes or wires or other devices for the commurncat10n or transm1sS1on of electric current, power, or signals, mcludmg telephone, telev1S1on, microwave or radio signals, shall be constructed, placed or mamtamed any where m or upon any portion of a Lot other than w1thm bmldmgs or structures, unless the same shall be contamed m condmts or cables constmcted, placed or mamtamed underground or concealed m or under bmldmgs or other structures All rooftop equipment (mcludmg, without hm1tat1on, antennas and satelhte dishes for the transmission or reception of telephone, televis10n, microwave or radio signals) placed on any Lot shall be appropnately screened from view, provided, however, that the Assoc1at10n, by maJonty vote of the Board ofDnectors, may permit variances to this screemng requirement, 1fsuch requirement would have an adverse effect on the warranty of any such rooftop equipment, or would result ma safety hazard, but only if there 1s no reasonably economic alternative to the vanance of the screening requrrement, and notwithstanding such variance, the rooftop eqmpment cannot be seen from the street level or windows on the first occupied floor of any Improvements on the property With respect to the res1dent1al developments on Lot 2 and Lot 3, rooftop design, use and screenmg similar to the Belle Arts proJect at 11 I -l 081h Avenue NE m Bellevue, Washmgton will be permltled 4 4 Mechanical Equipment All mechanical equipment, storage tanks, generators, air conditioning eqmpment and sim!lar items shall be screened with landscaping or attractive architectural features 4 5 Time for Completion of Construction After commencement of construction of any Improvements or phase of any Improvements, the Owner thereof shall d1hgently prosecute the work thereon to the end so that the Improvements shall not remam m an unfinished condillon any longer than reasonably necessary for complet10n thereof Dunng construction, the Owner shall mamtain the Lot m a reasonably neat and orderly condillon, preventing the accumulation of trash and prevent more than normal runoff of surface water 3129\005 11/13/00 TBARt,..E\SECO\'iOUrf-lPORT -9- = = = """ and sml from the Lot onto adjacent property or streets The Owner shall also be responsible for the costs of traffic control and secunty with respect to the Improvements and for any clean-up and repa1r of Common Areas, Streets or other pubhc areas attnbutable to the Improvements The reqmrement to complete construction of any phase of any improvement on any Lot m a d11Igent and continuous manner shall be subJecl to acts of God and circumstances beyond the control of an Owner Completion of construcllon shall mclude completion of all landscaping as reqmred by the City of Renton If a certificate of occupancy or similar letter of complellon for a shell bu1ldmg 1s not issued w1thm thirty (30) months years of the date of commencement of constructton of any phase of the Improvements, the Declarant, the Assoc,a!Ion or any Owner shall have the opt10n to proceed Wlth such construction or remove such incomplete Improvements m accordance with the cure provisions herem Costs mcurred by the Declarant, the Assoc1at1on or any other Owner m connection with such removal or construction shall be paid by the Owner of the affected Lot and all such costs and expenses mcurred by the Declarant, the Assocrntion or any other Owner shall bear interest from the due date at the rate of eighteen percent (18%) per annum 4 6 Excavation No excavation shall be made on any Lot except 1n connection with construct1on oflmprovements, as reqmred by any regulatory agency, to mamtam the developab1hty of the Lot (1 e, stormwater dramage retention areas) or as may be directed by a master ut1hty, gradmg or dramage plan Upon completion of construction of Improvements on the Lot exposed opemngs shall be backfilled and disturbed ground shall be smoothly graded and hydroseeded or, at the Association·~ elect1on, landscaped 4 7 Further Subd1vmon It 1s Declarant's mtent to separate that portion of Lot I lymg withm Lake Washington from Lot I at some time m the future, makmg that portion of Lot I a new and separate Lot governed by this Declaration Other Owners may further subd1v1de their Lots, Wlth each such Lot bemg governed by this Declarabon, provided, however, that such subd1vmon complies Wlth the Gmdelmes and all other applicable governmental regulations and the requirements ofth1s Declaration 4 8 S1gnage A s1gnage plan for the Property w,11 be developed and approved by the parlles to this Declaration Such s1gnage plan shall mclude the Monument Sign, to be located adjacent to the entrance to Southport along Lake Washington Boulevard, or at the first pomt along the Mam Access Road which IS w1th1n Southport The Monument Sign shall mclude the opportwuty for reasonable 1dent1ficat10n of major office tenants m the office developed on Lot 4, the hotel to be developed on Lot 1 (which shall have prominent s,gnage), the res1dent1al projects on Lots 2 and 3, and any restaurants and maJor retailers SECTIONS OWNER'S ASSOCIATION 5 I Fonnation of Assoc1at1on So long as Declarant owns all of the Property, all references m this Declaration to the Associat10n shall be understood to mean Declarant, and J 129\005 11 /I J/00 -10- I BARt,,.E\'iiECO\~OUTHPOR I ·- Declarant shall have the nght to exercise all powers and duties and shall have all authonty and benefits otherwise provided m this Declaratton for the Assoc1alton At such ttme as Declarant no longer owns all of the Property or otherwise elects m wntmg to establish the Assoctatton, the Declarant shall cause the Assoc1at1on to be created by mcorporatmg a not- for-profit corporation under the laws of the State of Washmgton to be called "Southport Owners Assoc1allon" or a s1m1Jar name selected by Declarant Upon the formation of the Assoc1at10n, every Owner of a Lot shall automatically be and become a member thereof durmg, and only dunng, all penods of such Owner's ownership of such Lot The Assoc1at1on shall be governed m accordance with articles and bylaws to be prescnbed at the time of formation of the Association Pursuant to such articles and bylaws, the purposes of this Assoc1at1on shall be to enforce the Covenants, to own and/or mamtam certam Common Areas as designated by this Declaration and accepted by the Assoc10t10n from time to time, to assume such other obhgatmns with respect to the Property as the Assoc1allon deems appropnate, and to fulfill such other purposes as the Assoc1at10n may deem necessary or appropnate to enable the Assoc,alton to carry out the purpose and mtent of this Declaration No Occupant or other thud party may exercise any nght or pnv1lege of a member of the Association except pursuant to a wntten proxy issued by the Owner of the Lot and on file with the Assoc1at1on 5 2 Board of Directors The articles of mcorporat,on and bylaws of the Assoc1at1on shall provide that the Assoc1at10n shall be governed by a Board of Directors cons1stmg of seven (7) directors At such lime as the Declarant no longer owns all of the Property the duectors will be selected by the Owners as follows (1) two (2) directors will be selected by the Owner or Owners of Lot l (n) two (2) directors will be selected by the Owner or Owners of Lots 2 and 3, and (m) three (3) directors will be selected by the Owner or Owners of Lot 4 The duectors selected by the Owner of each Lot shall serve at the d1scret1on of such Owner, and may be removed or replaced at any ume and from time to time by such Owner In the event any existing Lot 1s subd1v1ded, the Owner of such Lot may allocate the duectorshtps for such Lot as such Owner may determme 5 3 Assessments (1) The Assoc1at1on and ,ts obhgat,ons hereunder shall be financed by armual assessments and special assessments which shall be allocated among the respective Owners of Lots pursuant to the further provmons hereof The Assocrnt1on will be responsible for maintammg the Common Areas m good cond1tton and repair m accordance with Sect10n 6 2 below The Board of Directors will, m its sole d1scret1on, select a Manager or Operator responsible for mamtammg the Common Areas Mamtenance expenses for the Common Areas will be borne by Owners as set forth m Section 6 3 ofthts Declara!Jon (11) Each year the Board ofDuectors of the Assoc1at10n shall prepare and approve an annual assessment budget (the "Budget") which shall mclude a reasonable estJmate of annual normal expenses and a reasonable contmgency reserve for future years 3129\005 11/13/00 TBARkF\~ECO\SOU rHPORT -11- = c:, = ·~ Except for the specific mamtenance costs to be bcme by Owners as set forth m section 6 3 ofth1s Declaratwn, the costs of operating the Associallon. as set forth in the Budget, shall be spread and levied on each Lot, as follows Until such lime as development occurs or commences 1n the portion of Lot l beyond the shore of Lake Washington, the allocation of costs of the Assoc1allon other than maintenance of the Common Areas shall be as follows Lots I, 2 and 3 Lot4 50% 50% The costs as among Lots I, 2 and 3 shall be shared equally Begmmng at such llme as development occurs or commences m the portrnn of Lot l beyond the shore of Lake Washrngton, the allocauon of costs of the Assoc1at1on other than maintenance of the Common Areas shall be ad Justed by the Association to reflect the use associated with such development, based upon trip generation or s1m1lar criteria (111) From time to time during any year, the Board of Directors may spread and levy add1twnal special assessments against the Lots for extraordmary or unforeseen expenses to be levied m the same manner as the annual Budget (1v) All assessments levied shall be payable at such time or times as determined by the Board of Directors The payments shall be due w1thm thirty (30) days after the due date of notice of such levy Assessments not paid on the due date thereof shall accrue mterest at the lesser of eighteen percent (18%) per annum or the maximum mterest rate legally allowed for such obhgatrnns m the State of Washmgton (v) The amount of any assessment no! paid on the due date thereof together with all mterest from time to time accrued thereon shall constitute a hen upon the Lot, which hen may be enforced and foreclosed m accordance wnh the prov1S1ons of Section 9 5 4 Review of Assoc1a11on Books and Records Upon the request of any Owner, the Assoc1at1on shall provide such Owner reasonable access to the books and accountmg records of the Assoc1at1on Any Owner, at such Owner's sole cost and expense, may conduct an audit of the Association's books and accountmg records lf such audit discloses a dIScrepancy in excess of five percent (5%) of the Assoc1at10n' s annual operating budget, the Assoc1at1on shall revise 1ts budget and/or its associated assessments to the Owners m keepmg with the findmgs of the audit 5 5 Other Prov1s1ons The articles and by-laws of the Assoc1atwn shall contam such other prov1s10ns as the Owners may deem necessary or appropnate for the Association to carry out the purposes and mtent ofthts Declaration 3129\00S 11/13/00 THARXE\SECO\~Ul HPOR T -12- c;, = = "" 5 6 Commencement Assessments relatmg to the operating costs of the Assoc1auon, insurance mamtamed by the Assoc1ahon, and s1m1lar non·mamtenance expenses shall begin when the Assoc1atron 1s formed and such costs are incurred, and shall be allocated to all Lots regardless of whether or not such Lots have been developed Assessments relating to the maintenance and repair of Common Areas shall commence as to each Lot upon the issuance of the first permit authonzmg occupancy of any Improvements on such Lot, and Lots that are not developed do not have to pay any such mamtenance expenses During construct10n act1V1t1es, any mamtenance or repair costs to the Common Areas ar1smg due to constructmn use shall be allocated to the Lot or Lots whose construction act1vmes give nse to such mamtenance and repairs, as reasonably determmed by the Association SECTI0N6 COMMON AREAS; EASEMENTS 6 I Common Areas The Mam Access Road, the ut1ht1es not otherwise to be mamtamed by the provider of such u11ht1es, the Pedestrian Promenade and the Monument Sign are all Common Areas of the Property 6 2 Mamtenance of Common Areas Followmg their m1l!al mstallat,on, the Assoc1atlon shall be responsible for the mamtenance, upkeep, repair, resurfacmg and improvement of the Common Areas to mamtam them 1n a good, sanitary, attracl!ve and first-class cond1l!on and on a consistent basis throughout Southport Such mamtenance and repair shall mclude, without lirmtatmn, maintenance and replacement of trees, shrubs, vegetation, 1mgat10n systems and other \andscapmg w1thm the Common Areas, repair and maintenance of all centrally metered ullhlles, mechanical and electncal eqmpment m the Common Areas, repair and mamtenance of all roadways, walkways and sidewalks w1thm the Common Areas, and mamtenance and repair of the Monument Sign 6 3 Mamtenance Costs The cost of mamtenance and repair of the Common Areas of Improvements w1thm the Common Areas shall be paid as follows, unless otherwise agreed to m wntmg by the Owners Until such time as development occurs or commences m the portion of Lot I beyond the shore of Lake Washmgton, the costs of mamtenance and repair of the Mam Access Road and related landscapmg, walkways, ut1ht1es and hghtmg shall be allocated as follows Lots I, 2 and 3 Lot4 3129\005 l 1/13/00 TBARKL\':IECQ\,;;OUTHPOR l -13- 50% 50% = = e, .... The costs as among Lots l, 2 and 3 shall be shared equally Begmmng at such hme as development occurs or commences tn the portion of Lot 1 beyond the shore of Lake Washtngton, the allocauon of costs of maintenance and repair of the Mam Access road and related landscaptng, walkways, ut,ht!es and hghtmg shall be adjusted by the Assoc1allon to reflect the use associated with such development, based upon tnp generat10n or s1m1lar cnteria The cost of matntenance and repair of the Pedestnan Promenade and related landscapmg, walkways, ullhues and hghtmg shall be shared by the Owners of Lots I , 2 and 4 as follows Lot I and Lot 2 Lot4 50% 50% The allocation as among Lots I and 2 shall be detennmed based on the percentage (as between Lots I and 2) of lmear foot frontage of each of Lots I and 2 on the Pedestnan Promenade Each Owner shall mamtam its Lot or Lots and the Improvements thereon (mcludmg Landscapmg and any access roads not part of Common Areas) ma safe, first-class cond1t10n consistent with the other Lots and Improvements If any Owner fails to mamtam ,ts Lot and the Improvements requ1red to be mamtamed by such Owner m such manner (the "Non- Complymg Owner"), the Assoc,allon may give such Owner wntten notice of such failure to maintain the Non-Complying Owner's Lot m accordance with this Declarauon The Non- Complymg Owner will have sixty (60) days to cure the failure, or provide the Assoc,allon evidence that the Non-Complymg Owner 1s d1hgently proceeding to cure ,ts failure If the Non-Complying Owner does not cure ,ts failure within the 60 day penod, or any reasonable longer penod supported by the evidence presented to the Assoc1allon, then the Assocrnt,on or any other Owner may, at its optwn, proceed to take any actions 1t deems appropnate to mamtam such Lot, and the Non-Complymg Owner shall, on demand, reimburse the Assoc1at1on or any other Owner for all of the costs and expenses incurred to mamtatn the Lot 6 4 Pnvate Easements (1) SubJeCI to the hm1tat10ns set forth m this Declarat,on, each Owner, as a grantor, grants and conveys to each other Owner as a grantee, the followmg easements 31:29\005 I l/lJ/00 TBARKE'ISECO\\OV fHPOR r -14- (a) A non-exclusive, perpetual easement for ingress and egress from pubhc streets and perrmtted private roadways adjacent to the Property for vehicular and pedestrian traffic over and across the Mam Access Road (b) A non-exclusive, perpetual easement for mgress and egress from the Lots, for pedestnan traffic only, over and across the Pedestnan Promenade (provided, however, that emergency vehicles will be permitted access over the Pedestrian Promenade to respond to emergency situations) (c) A non-exclus1ve, perpetual easement for parkmg along the Mam Access Road m such parkmg spaces and under such rules and regulatmns as the Associatmn may determme, and consistent with any Parkmg Management Plan adopted by the Owners and approved by the City of Renton The Association will have the nght, but not the obhgatwn, to lure a th,rd party parkmg management company to manage such parking (d) A non-exclusive, perpetual easement over, under and across the Mam Access Road for the mstallat1on, operatmn, use, mamtenance, connection, repa1r, relocation and removal ofut1hty Imes servmg the grantee's Lot, mcludmg, but not hmued to, water, sewer, gas, electncal, telephone and commumcahon lmes (e) A non-exclusive, perpetual easement over, under and across the fire access roadway to be constructed over a portion of Lot 4 (the "F,re Access Road"), as shown m the attached Figure 3, for mgress and egress for emergency vehicular and pedestrian traffic and for the mstallauon, operation, use, maintenance, connection, repair, relocation and removal of ullhty Imes servmg the grantee's Lot, mcludmg, but not hm1ted to, water, sewer, gas, electncal, telephone and commurucat1on Imes The Owner of Lot 4 will use its best efforts to provide five (5) parkmg stalls withm the f,re Access Road for the use of the Owner of Lot 1 (or the Owner of any new Lot lymg w,tlun Lake Washmgton) (11) SubJect to the hm1tat1ons set forth m this Declaratmn, each of the Owners of Lot 2 and Lot 4, as a grantor, grants and conveys to the Owner of Lot I, as a grantee, a non-exclusive, perpetual easement over that portion of Lot 2 and Lot 4, respecllvely, w1tlun the Fire Access Road and/or Pedestnan Promenade as necessary for mgress and egress to and from a portion of Lot I which includes the land lymg withm Lake Washmgton, subiect to such reasonable rules and regulations as the Owner of Lots 2 and 4 may estabhsh for the use of the manne fac1hty located on Lot I At such time as that portion of Lot l lymg w1thm Lake Washmgton may be separated mto a new Lot, this easement will run m favor of the Owner of the new Lot (111) Subject to the hm1tat,ons set forth m this Declaratmn, each of the Owners of Lot I and Lot 2, as a grantor, grants and conveys to each other, as a grantee, a non-exclusive, perpetual easement over the roadway to be constructed between Lots I and Lots 2 as shown m the attached Figure 4 (the "Waterfront Access Road") for mgress and 3129\005 11113/00 TBARKFiSFCO\SOU 11 ll'ORT -I 5- = = = c~ egress and for the tnstallat10n, operation~ use, maintenance, connectmn, repair~ relocat10n and removal of utility Imes servmg the grantee's Lot, mcludmg, but not hm1ted to, water, sewer, gas, electncal, telephone and commumcat,on Imes (1v) Subject to the reasonable rules and regulations adopted for the use of each Lot by the Owner thereof, the use of all easements created by thJS Declarat,on w,11, m each mstance, be non-exclusive and for the use and benefit of the Owners and their respective successors and assigns, and such agents, customers, mvttees, licensees, employees, contractors, Benefic1ar1es, tenants and tenant's customers, mv1tees, employees, licensees, contractors and agents as may be designated by each Owner from time to time (all ofwh1ch persons will be Perm1ttees) Each Owner specifically reserves the nght, at any tune and from tlme to time, to promulgate such reasonable rules and regulatmns applicable to the Owner's Lot as may be imposed to promote the health, safety, welfare and security of such Lot, the improvements located thereon and the Occupants and Penmttees of such Owner Each Owner may, at any \Jme and from time to time, remove, exclude and restram any person from the use, occupancy or enJoyment of any easement created by this Declaration or the area covered thereby for failure to observe the reasonable rules and regulations established as provided herem If unauthorized use 1s bemg made of any easement area by any of the Owners or their respecllve Perm1ttees, such unauthorized use may be restramed or terminated by appropriate proceedmgs after written nouce to the defaultmg Owner and failure to abate such unauthonzed use withm a reasonable time (v) No walls, fences or bamers of any kmd may be constructed or maintalned m the Common Areas or any porllons thereof by any Owner which will prevent or 1mpa1r the use or exercise of any of the easements granted pursuant to this Sectmn 6 4 or the free access and movement of pedestnans and vehicular traffic, as applicable, among the Lots and adjacent pubhc streets and permitted pnvate roadways, provided, however, the Assoc1at1on may institute such reasonable traffic controls as may be necessary to gmde and control the orderly flow of traffic so long as access driveways to the parkmg areas m each Owner's Lot are not closed and blocked Notwlthstandmg the foregomg, the Owner of Lot I may mstall fencmg, barners and gates consistent with the quality of the Improvements on the Propeny to segregate that portion (which may be pubhc or private m its Owner's d1scret1on) of Lot l lymg withm Lake Washmgton from the remamder of the Property No Owner may grant any easement for the purpose set forth m this Sectmn 6 4 for the benefit of any real property not within the Property except as set forth herem, provided, however, that the foregomg will not prolub1t the grantmg or ded1catmg of easements by an Owner on its Lot to governmental or quasi-governmental authorities or to pubhc ullht1es 6 5 Pubhc Easement Subject to the hm,ta\lons set fonh m this Declaration, each Owner, as a grantor, shall grant and convey to the City of Renton, as a grantee, a non- exclusive perpetual easement for pedestrian traffic only over a portion of Lots I, 2 and 4 located withm the Pedestrian Promenade to be more specifically described in an easement agreement to be executed by the par\Jes to this Declaration (provided, however, that 3129\005 I l/13/00 -16- l hARKI \",fCO\SOUTHPORT emergency vehicles will be pennltted access over the easement area described m Exh1b11 C to respond to emergency s1tuatmns) SECTI0N7 PARKING 7 I Operat10n and Mamtenance of Parking Each Owner will construct and pay the costs of construchon, operation and maintenance of all parkmg fac1hlles on such Owners Lot Each Owner shall manage ,ts own parking fac1ht1es or enter mto a separate agreement with a thud party manager to manage such Owner's parkmg fac1ht1es 7 2 Lot 4 Parking Easements The Owner of Lot 4 grants and conveys to the Owner of Lot I, a non-exclusive, perpetual easement for mgress and egress to and from, and for parkmg ofup to 120 velucles m, the parkmg fac1h11es constructed or to be constructed by the Owner of Lot 4 on Lot 4, provided, however, that such easement and parkmg nghts may be used only between the hours of 6 00 p m and 8 00 a m weekdays, Saturdays, Sundays and holidays, and shall be subJect to such reasonable rules and regulations as the Owner of Lot 4 may adopt Such parkmg nghts shall be at not to exceed market rates as may be imposed by the Owner of Lot 4 m connection with operatmg the park.mg fac1hhes on Lot 4 generally 7 3 Lots 2 and 3 Easements The Owner of Lots 2 and 3, grants and conveys to the Owner of Let 4, a non-excluS1ve, perpetual easement for ingress and egress to and from, and for parking m, the parkmg fac1hl!es constructed or to be constructed by the Owner of Lots 2 and 3 on Lots 2 and 3, provided, however, that such easements (1) will be restricted to those parking spaces not designated as reserved for the Pennitees of the Owner of Lots 2 and 3 (provided that at least 200 spaces will not be restncted), and (u) may be used only between the hours of 8 00 am and 6 00 p m weekdays, excludmg holidays Such parking nghts shall be subJect to such reasonable rules and regulattons as the Owners of Lots 2 and 3 ::; may adopt Such parkmg nghts shall be at not to exceed market rates as may be imposed by ~ the Owners of Lot 2 and 3 m connec!Ion with operatmg the parkmg facihties on Lots 2 and 3 generally SECTIONS INDEMNITY; INSURANCE 8 I lndemruty Each Owner (the "lndemmfymg Party") shall mdemmfy, defend and hold harmless each other Owner and their Occupants (each an "lndemmfied Party") from and against all claims and all costs, expenses and habihttes (mcludmg reasonable attorneys' fees and costs) mcurred m connection with all claims, mcludmg any acttons or proceedmgs brought thereon, ansmg from or as a result of the death of or any action, mJury, loss or damage to any person or to the property of any person (i) as a result of the use by the lndemmfymg Pany of any of the easements granted by this Declaral!on or (u) which occurs, 3129\005 11/13/00 rBARK~FCO\SOUTHPOR I -17- = 0 = .... not as a result of the use of any of the easements granted herem, but within the Lot owned by the lndemmfying Party, except for claims caused by the negligence or w11lful misconduct of ao Indemnified Party, its licensees, agents, employees and contractors Whenever a prov1s1on for mdemmty 1s set forth m this Agreement, m the event of the concurrent negligence of any party bound by this Agreement, which concurrent negligence results m inJury or damage to person or property and relates to the construction, alteration, repair, add111on to, subtraction from, improvement to or mamtenance of the Property, the obligat10n to indemnify (includmg payment of the costs, expenses and attorneys' fees incurred by the party bemg mdemmfied m connecllon with the claim, action or proceedmg brought with respect to such mJury or damage) shall be limited to the extent of the negligence of the party required to mdemmfy The obhgat10ns of the Indemmfymg Party under aoy indemnity provided form this Declaration shall not be hm1ted by, aod all persons now or hereafter bound by this Declaration hereby waive, any worker's compensation proV1s1on (mcludmg but not limned to RCW Title 51) to the contrary or so hmmng EACH PARTY NOW OR HEREAFTER BOUND BY THIS DECLARATION ACKNOWLEDGES AND AGREES THE INDEMN!FICA TION AND WAIVER PROVISIONS SET FORTH HEREIN WERE SPECIFICALLY NEGOTIATED AND AGREED TO BY THE PARTIES 8 2 Property lnsuraoce Each Owner shall carry or cause to be carried fire and extended coverage insurance in an amount equal to at least ninety percent (90%) of the replacement cost (exclusive of the cost of excavation, foundations and footings) of the Improvements (excludmg Improvements m the Common Areas) located on its Lot, msurmg against Joss by fire and such other nsks generally covered by extended coverage insurance Such msurance shall be earned with financially responsible companies licensed to do business in the State of Washmgton Each Owner shall use reasonable efforts to cause any Beneficiary of its Lot to agree to allow insurance proceeds to be used to pay for the cost of repairing and restonng Common Areas located on the Lot as provided form this Declaration Dunng construction of improvements on its Lot, the msurance reqmred pursuant to this Declaration shall be in "bmlder's all-nsk" forrn The Association shall purchase and rnaintam, for the benefit of all Owners, extended coverage msurance m the amount equal to at least 90"/o of the replacement costs of aoy Improvements located within the Common Areas, insunng against loss by fire and such other risks generally covered by extended coverage insurance The cost of any such msurance obtamed by the Association shall be treated as a Common Area expense under the Budget and any insurance pohcy so obtamed by the Assoc1at1on shall name all Owners (and their Benefic,anes) as add1t1onal msureds 8 3 L1ab1hty Insurance Each Owner shall at all times during the terrn of this Declaration, mwntam or cause to be maintamed m full force and effect, commerc1a1 general hab1hty msuraoce covenng its Lot or Lots Such insurance shall (1) mclude coverage for aoy action resulting in personal inJury to or death of any person and consequenllal damages ansing therefrom, (n) beman amount of not less $2,000,000 per occurrence, (111) be issued by a financially responsible insurance company or companies licensed to do business ,n the 31291005 11/13/00 TBARKE~~CO\!,OUTHPORI -18- State of Washmgton, and (1v) at the request of any other Owner expressly name such other Owners as an add11Ional msured Unless otherwise agreed m wr1tmg by the Owners, the Association shall purchase and mamtam for the benefit of all Owners, commercial general hab1hty msurance covenng the Common Areas The cost of any such msurance obtamed by the Assoc1at1on shall be treated as a Common Area expense under the Budget, and any msurance pohcy so obtamed by the Assoc1at10n shall name all Owners (and then Beneficianes) as addit10nal msureds Each Owner shall furnish to any other Owner requestmg the same evidence that the msurance required of II pursuant to this Declaration 1s m place 8 4 Waiver of Subrogation No Owner shall be hable to any other Owner or to any msurance company (by way of subrogation or otherw, se) msunng another Owner for any loss or damage to any bmldmg, structure or tangible personal property of the other occumng m or about the Property, even though such loss or damage might have been occasioned by the neghgence of such party, its agents or employees, 1f such loss or damage 1s covered by insurance benefitmg the party suffenng such loss or damage or was reqmred to be covered by msurance under terms of this Declaratton Each Owner shall use ns best efforts to cause each msurance pohcy obtained by 11 to contrun the waiver of subrogation clause Notwtthstandmg the foregomg, no such release shall be effecttve unless a party's msurance pohcy or pohc1es expressly permit such a release or contain a waiver of the .,.. earner's nght to be subrogated "' u-, = 0 = c-- SECTION9 ENFORCEMENT 9 1 Abatement and Suit The Declarant and the Assoc1at1on are each granted the := nght to enter upon any of the Property at any reasonable time or times to mspect the same -for purposes of detennmmg compliance With the Covenants and !he Gmdehnes In the event = of any v10lation or breach of any of the aforesmd, and m the further event that all such 0 = violattons and breaches are not cured w1thm thirty (30) days after written demand made ..... upon the Owner or occupant by the Declarant or Assoc1at10n, as the case may be, the Declarant and the Assocrnt10n JOmtly and separately have the right to enter upon the portion of the Property upon which, or as to which, such v10lat1on or breach exists, and summanly to abate and remove, or to correct, repair or matntaLn, at the expense of the Owner and Occupant thereof, any Improvement, thmg or condition that may be or exist thereon contrary to the mtent and meanmg of the prov1s1ons hereof as mterpreted by the Dedarant or the Assoc1at1on, and the Declarant and the Associat10n shall not, by reason thereof, be deemed guilty many manner of trespass for such entry, abatement, removal, correct10n, repau, or maintenance or mcur any hab1hty on account thereof The Dcclarant, the Association and every Owner (or Occupant, but only With !he respective Owner's consent) of any of the Property are further separately empowered to seek by legal proceedmgs, either m law or m equity, or to submit any such v1olat10n or dispute to arb1tratton m accordance with the rules of the American Arb1trat1on Assoc1atJon (reservmg however, the nght to mJunct1ve rehef m 3129\00S 11/B/00 -19- I BARKE\~E(,O\<;OUTHPOR f aid of the relief sought) to detennme the appropnate remedies to abate or otherwise prevent a contmumg breach of any prov1s1on ofth1s Declarahon The amounts of all expenses mcurred by Declarant and the Association pursuant to the prov1s1ons ofth1s Section 9 I which are not paid by Owner 1mmed1ately on demand shall constitute a hen agamst the subject Lot, shall bear interest untII paid at the rate set forth m Sect10n 5 3, shall attach and take effect upon recordation of a claim ofl1en m the Official Records and may be enforced m the manner allowed by law for the foreclosure of hens The enforcement nghts of the Declarant and the Assoc1ahon set forth above shall also be for the benefit of each Owner, and m the event neither the Declarant nor the Assoc1at1on take action to enforce the provmons of the Declarat10n, any such Owner shall have the nght to enforce this Declarahon, and to be entitled to reimbursement of costs (with mterest) and hen nghts as set forth above 9 2 Attorneys' Fees and Liens If m connectmn with any enforcement of this Declaration with respect to any Lot, 11 shall be necessary to secure the services of attorneys, then the reasonable fees of such attorneys, and all other costs of any contemplated or actual legal, eqwtable or arb1trat1on proceeding m connection with any such enforcement shall be payable by the Owner of such Lot If such fees and other costs or any part thereof are not paid within ten ( I 0) days after wntten demand therefor, the amount unpaid shall bear mterest from the date thereof until paid at the rate of mterest set forth m Section 5 3 If any such fees or costs are not paid on the due date thereof, the amount thereof together with interest thereon as aforesaid shall be and become a hen agamst such Lot and may be executed upon or foreclosed by appropnate legal proceedmgs (subject to the hm1tat1ons contamed m Sectlon 11) In any legal, equitable or arb1trat10n proceedings for the mterpretat10n or enforcement of or to restrain the v10la1Jon ofth1s DeclaratJon or any prov1s1on hereof, the losmg party or parties shall pay the reasonable attorneys fees of the prevailmg party or parties m such amount as may be fixed by the court m such proceedings 9 3 Deemed to Conslltute a Nuisance Any breach ofth1s Declarat10n by an Owner or Occupant 1s declared to be and shall constitute a nuisance, and every remedy allowed by law or eqmty against an Owner or Occupant shall be apphcable against every such nuisance and may be exercised by the Declarant, the Assoc1ahon, the County, any Owner (or Occupant who has been given such nght by the Owner of such Lot) ofa Lot, or any of them 9 4 Remedies Cumulative All remedies provided herem or avadable at law or m equity shall be curnulal!ve and not exclusive 9 5 Failure to Enforce Not a Waiver of Rights The failure of the Declarant, or any other Person entitled to enforce this Declaratmn, to enforce any Covenant herem contained shall m no event be deemed to be a waiver of the nght to do so nor of the nght to enforce any other Covenant Declarant shall not be hable to any owner, occupant or any 3129\005 tl/13/00 -20- I BARKl:l~E(.O\SOUTHPOR T other person or entJty for any damages, losses, hab1ht1es or expenses suffered by reason of a mistake m Judgment, negligence or nonfeasance ansmg m connectton with any approval, disapproval or other actions taken m connect10n with this Declaration or the non- enforcement of any prov1s1on ofth1s Declaration 9 6 Damages Inadequate Damages for any breach of the Covenants are declared not to be adequate compensallon and such breach and/or the continuance thereof may be enjomed or abated by appropnate proceedmgs by any Person entitled to enforce this Declaration as provided m this Section 9 9 7 Compliance of Tenants Each Owner who rents or leases 1ts Lot or a portmn of 11s Lot shall msure that any such lease or rental agreement 1s subject to the tenns of this Declaration Any such agreement will further provide that failure of any tenant to comply with the prov1s1ons ofth1s Declarat10n will be a default under such tenant's lease or rental agreement SECTION 10 ACCEPTANCE OF PROTECTIVE COVENANTS; PRIVITY; STANDING IO 1 Acceptance Each Owner and Occupant, by the acceptance of a deed of conveyance, lease, sublease, hcense or other nght to enter on or occupy any of the Property, and every other Person at any time having or acqumng any right, tllle, mterest, hen, or estate ~ m, on or to any of the Property, accepts the same subject to all of the provJS1ons of th IS ';'.;Declaratmn and thejunsd1c11ons, nghts, and powers of the Declarant, the Assoc1at1on and <: .. --Owners created, granted or reserved herem, and all easements, nghts, benefits and pnv!leges ;:'..of every character hereby granted or created and thereby covenants and agrees for themselves, their successors, heirs, personal representatives and assigned to be bound by the :-Covenants c 10 2 Nature ofObhgat1ons All obhgat1ons hereby imposed and the easements ~ereby granted are covenants runnmg with the land and shall bmd every Owner and "6ccupant of every part and parcel of the Property and any interest therem, and every such other Person and mure lo the benefit of every Owner and occupant and such other Persons and as though the prov1S1ons ofth1s Declaration were recited and stipulated at length m each and every deed of conveyance, lease, sublease, hcense or other agreement grantmg any nght of entry or occupancy, or many other mstrument or docwnent by which any such nght, title, mterest, hen, or estate 1s created or acqwred, All Covenants, and agreements contamed herein are made for the direct, mutual and reciprocal benefit of each and every part and parcel of the Property and shall create mutual, equitable servitudes upon each portion of the Property m favor of every other portion of the Property 10 3 Pnv1ty, Standmg No Occupant or other Person other than an Owner or its representative (and then only m the manner set forth m Sect10n 9 1 above) or the 3129\005 ll/lJ/00 -21- 1 BARK.E\S[CO\SOUTHPORT Association shall have the nght to enforce the prov1s10ns of this Declarat1on or seek damages for any v1olat1on or non-enforcement thereof against any Person other than the Owner of the Lot used or occupied by such Occupant or other Person Occupants and other Persons (other than Owners) are deS1gnated beneficiaries of as well as subJect to the covenants set forth 1n tlus Declaratton, which covenants may be amended by Declarant or the Owners, as the case may be, m accordance with this Declarauon, but m any event without the consent of or notice to such Occupants or other Persons SECTION 11 DEEDS OF TRUST 11 1 Pnonty Over Liens The hen on any Lot resulting from, created by or provided form this Declarat10n shall be subJect and subordinate to the hen of any Deed of Trust made for value and m good faith and creatmg a hen on such Lot on the date of commencement of proceeding to execute or foreclose the hen on such Lot executed by this Declarat10n 11 2 Effect Of Breach Anythmg contamed m this Declaration to the contrary notwithstanding, no breach of any of the Covenants or re-entry by reason of such breach, shall defeat or render mvaltd or 1mprur the lien of any Deed of Trust made and delivered for value and m good fruth, whether now ex1stmg or hereafter executed, encumbermg any of the Property 11 3 Beneficiary Notice The Beneficiary under any Deed of Trust affecting a Lot shall be entitled to receive nol!ce of any default under this Declaration by the Owner whose Lot ts encumbered by such Deed of Trust, provided that such Beneficiary dehvers a copy of a notice m the form heremafter contaJoed to each Owner The form of such notice shall be substantially as follows The undersigned, whose address ts------~-~--- does hereby certtfy that 11 1s a Beneficiary, as defined m that certam Covenants, Conditions and Restnct1ons for Southport ("CC&Rs") of Lot _ of Southport, a legal descnptton ofwh1ch 1s attached hereto as Exh1b1t A and made a part hereof If any not,ce of default ,s given to the Owner of such Lot, a copy shall be dehvered to the undersigned who shall have all rights of such Owner to cure such default Failure to deliver a copy of such notice to the undersigned shall m no way affect the validity of the notice of default as Jl respects such Owner, but shall make the same mvahd as 1t respects the mterest of the undersigned and tis Deed of Trust as defined m the CC&Rs upon such Lot Any notice given to a Beneficiary shall be given m the same maJiner as provided m Sect10n 14 2 below 3129\005 11/13/00 TBARKC\SCC,0\SOUTHPORT -22- ·- = = = "' 11 4 Beneficiary's Title A Beneficiary acqumng title to a Lot through foreclosure, sun or by transfer m heu of foreclosure or equivalent method shall acquire title to the encumbered Lot free and clear of any hen authonzed by or arising out of the provmons ofth1s Declaration, msofar as such hen secures the payment of any assessment or charge due but unpaid prior to the final conclusion of any such proceedmg, mcludmg the expiration date of any period of redemption After the foreclosure of a secunty interest in a Lot, any unpaid assessment shall continue to exist and remam a personal obhgauon of the Owner agamst whose Lot the same was levied Any hens provided for m this Declaration shall be subordmate to the hen of any Deed of Trust upon a Lot (provided the Beneficiary 1s a third party and the Deed of Trust 1s given to secure a good faith obhgauon of the Owner whose Lot 1s encumbered) The sale or transfer of any Lot or any interest therem shall not affect the hens provided for in this Agreement except as otherwise specifically provided for herein, and in the case of a transfer of a Lot for the purpose of realizing upon a security mterest, hens may arise agamst such Lot for any assessment payments commg due after the date of the foreclosure SECTION 12 AMENDMENT OR MODIFICATION 12 1 Power to Amend This Declarat,on may be amended by Declarant, acting alone so long as 1t 1s still Owner of all of the Property, by an mstrument m wntmg properly executed and acknowledged and recorded in the Official Records After Declarant ceases to own all of the Property, this Declaration may be amended, terminated or extended as to the whole of the Property or any part thereof upon the written consent of Owners who collectively own at least seventy five percent (75%) of the square footage of land contained withm all of the Lots, provided, however, that during the 1mt1al twenty (20) year term hereof any such amendment or termmat1on must be agreed upon by all of the Owners Any amendment of this Declaration shall not deprive any Owner or Occupant of1ts nght to use its Lot for the purpose consistent with the Declaration as such Declara!Jon stood prior to that amendment Any such termmat1on, extension or amendment shall be effective upon recording of any instrument m writmg, properly executed and acknowledged, with the Official Records 12 2 L1m1tations Notwithstandmg the foregoing prov1S1ons of Section 12 I (1) No termination, extensmn, modificat10n or amendment to or of this Declaration shall affect any approvals or consents theretofore given to any Owner or Occupant pursuant to the prov1S1ons ofth1s Declaration, and (n) No termmat10n, extension, mod1fical!on or amendment to or of any prov1S1on of this Declara!Jon shall preJud1ce any then ex1stmg hen of any Deed of Trust made and dehvered for value, m good faith or the nghts of any Beneficiary thereunder 3129\005 11113/00 -23, l l!ARKE\'iECO\",OUTHPOR. I u-, ...., ..,.., = = = ,:.:, = ''" '" SECTION 13 TERMINATION The easements set forth m Secl!ons 6 3 and 6 4 shall be perpetual The remamder or the tenns of this Declaration shall be and remam m full force and effect unhl forty ( 40) years from the date hereof, after which date th1s Declaration shall be automatically extended for successive perwds of ten (JO) years unless a written document termmatmg this Declarahon (except for the easement provlSlons referred to above) is Recorded m the Official Records Any such tennmahon document must have been duly executed and acknowledged by the Owners m accordance with the terms of Sechon 12 No tennmauon of the Declaratwn shall terminate any utility easement granted or reserved pnor to such terminatton SECTION 14 MISCELLANEOUS PROVISIONS 14 l Severab1hty lnval1dat1on of any one of the cond1t1ons, covenants, restnchons, easements or prov1s1ons of tlus Declaration with respect to any apphcat,on, by Judgment or a court order will m no way affect any other apphcauon thereof, nor any other cond1t10ns, covenant, restnctton, easement or prov1s1on hereof, all of which shall remam m full force and effect 14 2 Notrces Any written nonce or other document as required by this Declarallon may be dehvered personally, by recogruzed overmght couner or by marl Jfby marl, such notice will be deemed to have been delivered and received three (3) busmess days after a copy thereof has been deposited m the Umted States first class mail, postage prepaid, properly addressed to the applicable Owner at the registered address of such Owner as filed m wntmg with the Assoc1at1on If by overnight couner, such notice will be deemed to have been delivered on the day after such notice has been deposited with the overrught couner company NotJces to the Assoc1at1on will be addressed either to an address to be posted by the Assoc1at1on, or to the registered office of the Associatwn 14 3 Jomt and Several Lzab1hty If a Lot 1s owned by more than one Person, the hab1hty of each of the Owners of such Lot m cormecuon with the hab1ht1es and obhgauons of Owners set forth m or imposed by tlns Declaration will be JO mt and several 14 4 No Public Ded1cat1on Nothmg contained m this Declaration will be deemed to constitute a gift, grant or dedication of any portion of the Property to the general public or for any pubhc purpose whatsoever, rt bemg the mtenhon of the Owners that this Declaration will be stnctly hm1ted to the pnvate use of the Owners and their respective Occupants and Permrttees This Declaratron 1s mtended to benefit the Owners and the1r respective successors, assigns and Benefic,anes and rs not mtended to constitute any Person which rs not an Owner a thrrd party beneficiary hereunder or to give any such Person any nghts under this Declaration 31.29\005 11/IJIOO rBARt,.fl~ECO\\OU n-JPOR1 -24- - 14 5 Effective Date Thts Declaration will take effect upon recording 14 6 Rules and Regulat10ns The Association will have the nght to adopt rules and regulations with respect to the Assoc1at1on's nghts, act1v1t1es and duties, provided such rules and regulauons are not mconsistent with the prov1s1ons of this Declaration 14 7 Captions and Titles All capt10ns, Utle or headmgs of the sect10ns m this Declaration are for the purpose of reference and convenience only and are not to be deemed to hm1t, modify or otherw1se affect any of the prov1s10ns of this Declaration or to be used m detennmmg the mtent or context thereof 14 8 Applicable Law Tins Declaration will be construed m all respects m accordance with the laws of the State ofWashtngton 14 9 Time Time 1s of the essence ofth1s Declaration 14 IO Waiver. Course ofDealmg No waiver or course ofdealmg m contravenllon of any of the provmons ofth1s Declaration shall conslltute a waiver or baSJS for estoppel agamst the enforceab1hty of any other provmon, whether or not s1m1lar, nor shall any waiver be a contmumg waiver 14 11 Exhibits and Figures The followmg exh1b1ts and figures are attached to this Declaration and by this reference are mcorporated herem Exh1b1t A Exh1b1t B Exh1b1t C Figure I Figure 2 Figure 3 Figure 4 Legal Descnpt10n S1te Plan Nonoppos1t10n Agreement Mam Access Road Pedestnan Promenade Fire Access Road Waterfront Access Road IN WITNESS WHEREOF, Declarant has executed thIS Declaration on the day and year first above wntten DECLARANT 3129\00S 11/13/00 TBARK~ECO\SOUJHPORI SOUTHPORT LLC, a Washmgto limited hab,hty co -25- STA TE OF WASHINGTON COUNTYOF K/N6 } ) ss. ) On this / '-1-*' day of Af O V f whe r. 2000, before me, die undersigned, a NoUlry Public ,n and ~r the State[ pf Washmgton, duly comm1s,,mncd nod swom pcrsoqally appeared M /l {Al I p I"\ ri '., r 'known to me to be die M ( WlbC C of SOUTHPORT LLC, the hm ,led habihty company that executed the forego mg instrument, and acknowledged the said mstrument to be the free and voluntary act and deed of saul hm,ted liability company~ for the purposes therein mentmned, and on oath stated that he/she W3'. authonzed to execute said instrument. I certify that I know or have satisfitctory evidence that the person appearmg before me and makmg tlus acknowledgment ICi the person whose true signature appears on this document WITNES~~~'J.ffic1al seal hereto affixed the day and year m the cert,ficnle •hove wntten ~l{,,~•;:M;'~'• ~'-VJ • X t L.f'.A..,,.fL'4.._./ ..,...,.~ lA,t 4C. ~ : /!+0 >' :, Si ature .. = i0 -•-: !1 .. a. L. lo{ /tnS -\ -.. ·----~~._ Poa\..,c I PnntName ',:-9~, 11-:542 ,:0 NOTARY PUBLIC m and for_,tllp SUlte of '-';,f ClF'•w••• ,.,,~ Washington, rcsidmg at \l\fpf!J!Jn Vl ( J e_ '••111111''' My comm1ss1on expm:s _ij __ _!j_ D 2.. 3129\00"> 10/JOJOO TUARl<C\SLC<mOITTI 1ro1t r -26- EXHIBIT A Descnp!Ion of the Property PARCEL A LOTS I, 2, 3 AND 4 OF CITY OF RENTON SHORT PLAT NO LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO 20000131900006, IN KING COUNTY, WASHINGTON PARCELB "" NONEXCLUSIVE EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS ~ AS ESTABLISHED IN RECORDING NOS 6201855, 6317510, 9902019014 AND ~ 20000131900006 = c::, = ...... ~ = .... = = c, ~ --- = = e, ~ "Tl G') C ;;:o ,.,, 0 • 0 (/) -f ,.,, "'tJ s;: EXHIBITB SITE PLAN FIRE ACCESS ROAD WATIRFRONT ACCESS ROAD = =- EXHIBITC -~ NONOPPOSITION AG1IEEIIENT ude and entered into u ot the ~ day of ~kr:, 1999 by and batwun Michael Christ, One, Lt.C &ashinqton lillited liability company ("CKIUS'I'"), the Boeing Company, a Delaware corporation ("BOEING•> and the City of aenton, a Washinqton municipal corporation ("City•). [CHRIST, SOE:tllG and the City are collectively referred to as the "PAP.TIES"!: UC:XD.LS A. ClllUST has entered into a p1ttchase and sale agreement with Puget we,tern to purchase that property COlmllOnly lcnown as the ShUtfleton Steam.. l'lant lite (the "Property•) in aenton, Washington legally described in Exhibit A. i'ba Property lies adjacent to Boeing's Renton manutacturin.q and final asaably f&cility \the "lloeinq Facility") legally described in Exhibit B. The Property and the illllll.ediately adjacent portion ot the Boeing facility are illuatrated in Exhibit c. Exhibits A, B, and care attached hereto and inCC%J>()ratad hereby by tlli• reference. 8, Cl!llIST hu proposed to the City the phesed redevelap!ll8?1t of the Property from its existing industrial land \lSe to a mixed-use development consisting of office, residential and C0111UOrcial ua•• [the "RedevelopiM1nt") as shown in Ellhibi t l:>, attached hereto and by thia referen.ce incorporated herein. The govermaent periaita and approvals which either have been or an lilcely to be sought by Christ which 111ay be necesaary for the a.cfevelop,zient include but are not liJRited to a Planned Action lleaignation, c:a,,,prehans1ve Plan Allendment and Rezone, a Coning ·code 'l.'a><t AiUndlliant, a Kaster Site Plan Approval and phued individual site plan approvals, a Shoreline SubstULt1al l:>evelopm.,,nt Pemt, clearing, grading, demolition, canatruction building and mechan1c:al permJ. ta, short plat or boundary line adjustment approvals, roadway aocess approvals, parking and loading re9Ulations modifications, variances, and hydraulic: project approval [the "PermJ.tl and Approvals"). c. 'rhe City has b•qur,. dratting a S11pplemental Environmental Impact Stat11111m1t (SEIS) to address the enviromHntal illlpac:ts ct a planned acti'on proposal and the proposed Redevelopment (the Southport Drevelopment Planned Jlction DEIS, June 1999)·. The l:>ra!t SEIS has been issued and • '. . ' the CDlllment period expired 7/29/99, fhe Fi~l ZIS was issued Saptamber 9, 1999. . n. Christ bas preaentld Boeing and tbe City with proposed site plans !or the Redevelopment planned action on tile with the City, Bceing bas expressed concuns to Christ and to the City by comment letters dated July 14, 1999 and J\ll.y 28, 1999 ("Comment Letters") on tile with the City, Z, Christ is willing to IIIO<il!y its plans and commit to a davelapmant plan wbich pralU.bitl residential development tl'Olll being located closer thAn 380 feet to the Boeing Plant and imposes other usa reatrictions and notico requirements 1n consideration ot Boeing's witbdrawal ot its cmmment letters and its a.qreement not to oppose the Redevelopment and any ot Christ's Permits and l\pprovals tor the project as described baroin end a.s depicted in Exhibits l) and G. r. Boeing is willing not to oppose the Redevelopment and Christ• s Permits and Approvals in consideration of the Redevelopment being developed, constructed and operated as provided by this Agremnent, and provided that the terms and conditions of this Aqreement are imposed, implemented and enforced. NOW, 'r!IEREFOP.E, IN CONSIDERATION of the wtual promises, covenants and agre ..... nte cont&ined herein, Christ, Boeing, and the City, each with the intent that each be legally bound, agree: l , SlaOJEC'f DllllCIUM'J:CII Sa long as any portion of the Boeing Facility within 1,000 teat ot the Property 1, owned, in whole or 1n party, by Boeing or a related antity, and is us-4, in whole or in part, •• an aircraft manutact1Uing and tinal assembly plant or tor any other heavy industrial uae ("Condition"): (a) The Property 1ball not b• developed with 110ra than .a!!!-tota.l residenthl unite, except that a hotd or other COllllllercial use aball be allowed in the non-ra•idential area as ehown in Exhibit n, and as provided by e"11t111g and proposed City codu, a copy of which is attached;_ as ZXhibit B and by this retaranca incorporated herein, · 'I. (bl Building heights ahall not exceed 125 taet above existing grade, axcludinq rooftop mechanical equipment. t/17/11 ' ' ' (cl Landscaping shall be as required herein end by th• current City Code, blevant portiona af the Coda ,...., attached as Exhibit Fend by this reference inco1:porated h"rein, ' (dl Building locations shall b" generally aa shewn in Exhibit D, {el Building uaea P>d. occup.,,cies shall be aa sho""' in bhibit D, (fl No change, expansion er intensification of use or of any building that could .l.ncraaae environmental impacts or the sensitivities to occupants and users of the Property shall be commenced or implemanted without th• prior written consent of Boeing and iHU&llce of such Perm! ts or Approvals as 11ay ba required by the City. 2, l:S'l!IIBLIBIDIBNT Ci' RBSmEHTIAL US'l11UCTIOIJ AUA (a) Christ shall submit to the City e 1110dification to its propcosed Redevelopment, ae described in this ~el!lllent, including Exhibit D, and including the prohibition of any residential uaea on that portion of the Property located within 380 feet of the Boeing Plant (the "Residential Restriction Area•). (bl Christ shall submit to the City a modification to P>Y currently pending applications for Pel:lllits and Approvals, necessary to cause the Redevelopa,.ent to confor111. to the terms and conclitions ot this Aqreaant. (c) So long aa tbe Condition exiats, all future applications for Penu.ts and Approvals shall be consistent with the terma &hd conditions of th:l,a Jlqreement. 3, Jtl:8IDEH'1':rAL l1SlC So long es the Condition exista: {el Residential use (the hotel shall not be ccnside:red a re1identiel use) ahall be allowed only in the a:raes designated •residential" in Exhibit D, and shall not be permitted to DCCU% within the Residential Restriction Al:ea. (bl Subject tc lcl, below, all residential use shell be month-to-81Cnth o:r day-to-day tenancies., No pn111anant, lcnq- te%lll. residential use, shall be allowed except with prior written con1ent of Boein9, which shall not be unreaacnal:lly withheld c:r delayed, .J. "'"" = c.., = ... , (c) No individual ownership or lonq-tarm leue of individual residential units shall be allowed without the prior written consent ot Boeing, wbich conaent shall not be unreasonably withheld cit' delayed in the face ot a reasonable showing by Christ ct the ecollClllic or market feasibility or necessity tor 1uch ownership or long-term leeae. 4 • 0: 'rBM:!tll NIii LNIOIICAPDIG So long as the Condition exists, (a) .Christ shall proviii• a butter of not leas than 25 faet between the commcn boundary line of the Property and the Boeing Facility. '!'he buffer shall be intensively lanclacaped and Will provide screening end visual relief between the residential tenants and the Boeing Facility. The buffer shall include a vehicular accan :r;oad as shown on Exhibit D, and may require further utilities, transformers, airhandling equipiu,nt, etc. The area illlludiately north and weet of building l will also be intensively landacaped with IIU.l<ed deciduous and evergreen plantings or a density and or sufricient size to obscure the Boeing Facility frOJD. the Property. A conceptual landacaping plan is attached as Exhibit G that ia representative ot Chriat'• intentions, but which also may require IIICdificattcns the City may dictate to maet tretric and other municipa~ requirement•, or as, a reateurent intended tor this area may reasonably require. Portrayal of the office portion of the site in Exhibit Dis conceptual only1 the design will ultimately be driven by market azld/or apaciUc tenant raquirementl, and IIIWlt remain flexible to their needs, Nevertheless, Christ and Boeing conti:r:m that they ere of a comaon goal to etrecCively screen residential facilities at the Property tr""' the Boeinq taeility. (bl The bUZfer and landscaping shall be regularly maintained. Plant loasea shall be replaced prOll!PUY with the same or similar materiel. !I. NOTlCEB TO USERS t!pcn closing end acquisition of title to the Property by Christ or any related entity, Christ shall record a Notiee on Title to the Property, and shall provide ell prospective purchasers, users and tenants (as to usars and tenants, with changes only in tense) of all or any p6rt1on of the Property with written notice as follows: · "'"" . ' = = = c--, ' ' '1'ha pro;,.rty lmn1l•tely •outh of the Southport ~arty 1• aoiw:t for heavy indua trial uaa, and :I.a curNntly ualld u an ur=att 111811Ufacturinq and final aaMllllbl.y pllll\t. A ,,..,iaty of induab:ial activitiu ccaur on tha p,:operty that uy ti. inacnv.niant or cauaa diaaamfort to people uaing, 1f0rtinq or rasicling at Southport. '?hi• uy iu:1 .. f,:oa,. a.uan.ft manUfa.cturin,;r aothi tiu, :Lnalwling aircraft fillBl uaembly 111\d painting, and a wutawata: tnat:mant plant, Which may gananta m,pluaant and annc,ying odor•, vil>%at1oca,-nc1ae, duat, and air miiadona of ~ardoua and toxic air pollutants and 'VQlatil• organic -,,pounda. 'l!le City of Renton hu utahlialled manUfacturing and other huvy induatdal wou •• pziority uaaa on dui-tad ha&vy induatdal lands. Nearby property ownaH, raaid8nta and uau, ahould ba pr.pa.rad to a~t nab inOODVmliancas or disacmtort fftlCII no-1, nacHsary heavy induatrial oparationa llban pufo..-in CICIIIIP11anca with local, state and :t:'lldual law. The 011n11r of the property [ daacribad on llxhil:11 t Al for itsalf, it• S\lC-IIOU and aH1gna, huaby wa1V9• to th• a:tant pumittlld by law ita right ta protest. or ohallanqa any lawrul huvy nanUfacturing opan.tion or activity or tha anviro.-ntal im;laota la~ly caualld by the curnnt airard't plant or other h--.vy industrial uH to tha prq,erty das""it>ad on llzhl..b.l.t A or to ita ownara, user, or occupant&. lb) This written notice aha.ll be in bald typetace and not leu than 10-point type, Cc) Except as may be required by law, or to avoid violations or law, so lonq •• the Cclnditian exiats, this written notice zu.y not be cbanged, modified, amanded, or suspended without th• axpress prior written consent or Boeing, wliieh consent may be withheld in Boeing's sale discretion, 6. DZl:D Rli:BffUCTICNS ' (al Upon closinq 11\d acquisition ~r title to the Property DY Christ or any related entity, Christ will al10 record a restriction on title to the Property•• tallows: .5. so long•• adjacent property i• owned by The Boeing Company, a Delaware corporation, or a related entity, and is uoed ao an aircraft unutacturing~and final asumbly plant or other heavy industrial u1e, no residential use or reaidential structures of any type, whether permanent, temporary, lcng-ten'II, short-ten'II, rantal, or ctherwiH, with the exception ct hotel or other CQllllll.ercial uses, shall he ccnstructod, placed er used within 380 feet of the comman boundary line of thia property and .the adj acont Boeing Aircraft Manufacturinq and Final A,rsembly Plant as depicted in ZXhibi ts c and D, No more than 540 reddantial unito ahall be allowed on that portion of the property designated fer re•idential use, as shown·on Exhibit D, (cl Thia restriction and the notice described in Section 5 shall remain in effect so long•• Bceing uae• any portion of ita property within 1,000 feet of the Southport property tor heavy aircraft manufacturing and find assembly er tor othar heavy industrial purpcoes. (di The notice and restriction en title shall he recorded against title to the entire Property described in Exhibit A at the ti.me Christ acquire, title to the Property. If the Property is auhdivided, the notice and restriction on title shall apply to all future lots, parcels and tracts. (el So long ao Boeing uses any portion of its property within 1,000 feet of the Southport property tor heavy incluatrial purposes, neither the recorded notice nor the restriction on title may he remcved, extinguished, waived, suapended, amended or modified withciut the prior express written consent of Boeing, which consent may be withheld in Boeing's 1ole diacration. 7. OESIGIN AND CONSTRIIC'fIOll (al Heating, ventilation and air conditioning for the Property office buildings will be accomplished by a variable t.ir volume syat11111, or equivt.lant designed and placed to mi!Ullize the effects ct odor and air emissions from the Boeing Property on building·occupants of office buildings at the Property. Thia type of equipment lencl4\itself to a variety of filtering.techniques, including aynthetic fiber and activated carbon filters. An appropriate filtering technology will he selected during the de1i9n phase of the Redavalcpmant. The '. main air handling equipment tor thou buildings will be mounted on the root of the structures. Supply air tor occupied spacas (excluding parking) in co,im,erciill buildings at the Prop arty will ante1:1; the buildinqs tram tlle east face thereof, &nd exhaust air will be released from the west face. Construction shall be d11iqn1d and carried out to 1U111.miu the impacts ot noiaa and airborne vibration that may 11111&n&te from the Boeing racility by adherence to Uniform Building Code Section 1208.2, paraqrapbs 1 and 3, relatinq to airborne sound inaulation. 8 • CI'l'!' or RPl"l'OM (a) Tha City shall bave the tull right and power, but no't the obliga ticn, to enforce the terms 111>d condi t1ons of this Aqreamant with respect to either or both of the other parties. ' (bl Compliance with the teriu and conditions cf thb aqreemont ehall be a term and condition of any and all Permits and Approvals ieaued by the City tor the Property. 9. (al Christ shall provide Boeing with first notice o! Christ's intent to seJl or otter to sell the Property, (bl Boeing shall provide Christ with early notice ot its deciaion to aell all or any portion ot its property within 1000 feet ct the Southport Property. 10 , ll'Dl1,l, 81 IS JU.!l:IQIA'fIVE 'l'he Parties undarstand that th• Draft SEIS has been published without reflact1ng the aesidential llestriction Area. Eowaver, the modified Redevelopment plan as dascril>ed herein and as shown in 1:xhibit o, is presented and analyzed in the Fl.n~l StIS as a new altei::uatiYe "Pl&n c.• 11, COO~IOII The Parties agree to cooperate and axecute such further instruments, documents and confirmatory agreements, and take such further acts or actions as l!l&Y be necessary or appropriate to carry out the intents an,cl purposes of tbia Aqreemen t • .7. '' 12, CCNJ'I.ICH In the event of a conflict between the terms a.nd conditions of this Aqreement and any otandard.t or conditions impcsed er required by the City fer a.ny Pe:mits and Approvals !er the Redevelopment, the more restrictive standard or condition will apply. 13, DISPUff RHOUl'?IOII (a) Within thirty (30) days of the execution o! tbh Aqreement, Christ and Boeinq_shall each identify a coordinator ("Desiqnatad Coordinator• or "DC"J responsible !or addressing iaaues and disputes that m&y arise from ti.Ille to ti.Ille under the Aqreuient. The Parties shall provide written notice of the aelection o! tha Designated Coordinator end any euboaq12ently appcinted DCa. (bl I! a dispute arises with regard to any 111&tter addreued by this Aqreaiaent, the Party raising tha disputed issue ehall contact the DC reqarcilnq the nature o! the dispute. (cl The Parties agree tlat the DCs will uoa their best efforts to resolve the disputa presented 1n an expeditious manner, consistent with th• te.rme o! this Aqraemant. Each party aqrees to meet and discuss potantial solutions to the disputa within five buainHS clays of the date notice of a dispute was received by the other Party. (dl If the DCe are unable to resolve a dispute 111 a 111.Utually agreeable 111annar within four weeks from thtl date that notice of the dispute was received by the othar Party, the matter shall ba referred to the respective supervisors of each DC. If they are uo.sble to resolve thia -diapute within four weeks, it shall be referred to the president of Christ and to Jill Nelson, Director Facilities, Services, Facilities Aaset Kana;ement or;enization, Boeiag Commercial Airplane eompa.ny or his successor, for raaolution. By executioa of this Aqreemant, Boeing withdraws its Comment Letters and aqreea not to oppose any e:xistinq or future Permits and Approvals which Cbrist has souqbt or in the future may 11ek, or which the City er @Y other govunmantal agency has granted or ii) the tutura may grant, on the construction of the Redevelopment as described in thia Aqreement and as ahOwn in Exhibits D and G, and so long as .a. '' Christ has co111pliad with th• tal:m4 a.nd conditiona of thi• Aqraement. Boeing also ac;reas not to take any othar actions which might llAve the etfect ot atoppinq, delaying or increasing the cost of construction of the Redevelopment as described in this Agreament and as shown in !xhibits D and G and net to in a.ny way aid, a,sist, or caoperata with ether persons or entities who appose tha Redevelopment. Boeing does net waive its right to Legally require that the Redevelopment be constructed in conformance with the terms and conditions of this Agreement. 1!1. suca.ssou AHO ASSIGNS The rights and obligations of the parties shall inure to the benefit of and be binding upon their respective successors and assigns. 16. GENUA1, '1IOVIBIONS (a) J:nti:i:-e Ag-t This instrument, inclUding the attached Exhibits A, B, C, D, .E, F, and G contain the entire agreement between the Parties with raspect to the allhject D1Atter he•eof u.d ab.all not be mcditiad or .... nded in any way except in a writing si1121ed by duly authorized representatives cf the reepective Parties or their eucoeasora in interest or assigns. Cb) 11:neor-t It is agreed that the remedi, at law for ani, breach of the agreements contained herein would be l.nadequate and in the event of a buach of this Agz:e.....,t, the aqqdev<1d. hrty ehall be anti tled to inj uncti va relief as .well a• damages for any suc:h breach, Tho prevailing party in auch an action shall be entitled to racovor ito reasonable coats and attornaya• fees, including those incurred in any appeal frQIII the judgunt of a lower court. (Q) Notice July notice or other colDmllnication of uy sort r.quiud ar permitted to be given hereunder shall ba in writing and ahall be d.oamed sufficiontly given if personally deli"8red, transmitted by faeoimile, electronic lllaJ.l or three days after being mailed by U.S. certified mail as !allows: -9-9117"9 c::, 0 = "' Tc Chriat: And to: And tc: To Boeing: And to: (d) Govum.nG I.aw Kiehaal Christ, Preaiclant SECO Development, Inc. 10843 NE a•• Streat, Suite #200 Bellevue, liA 98004 Facsimile: 42S/637-1922 Pater L. Buck Brent Carson Buc:k ~ Gordon LLP 1011 Naatarn Avenue, Suite 902 Seattle, WA 98104 Facsimile: 206/626-0675 William N. Appal >,ppal • Glueck, P.C. 1218 Third Avenue, Suite 2SOO Seattle, Nasllin9tcn 98101 racaimila (206) 62S-1807 Gerald Bresslour, Esq, The Boeing Coll!Pany MS 13-08 P.O. Box 3707 Seattle, WA 98124-2207 Charles E. Kaduell Perkins Coia 1201 Third Avanua, 48" Floor Saattla, 11A 98101-3099 Facsimile: 206/S83-8SOO '?his Agreement ahall ba governed hy and construed in accordance with the laws at the State ot Washington. Venue for aiiy &ction arbing out of tb.1:s Agreeinent aha.ll ha 1n King County Superior court. Cal Time Time is ct the es~ca or this Agreement. ·10.. t/17199 . ' - (fl Ml.ta:itJ.ity All of tha ta= and conditions contained herein are matarial and substantial tc Bceinq•s agreement net to oppose the Redevelopment. (Q') llaad1n<J• Tba headings tncl sul:)headinqs contained in this instrument are solely for the convenienca of the Parties and are not to be used in construinq this Agreement. (h) -,...t:hori ty Tba persons executing this A;,;e8111111lt on behalf ot the reapective Parties hereby represent and warrant that they are authorized to enter into thia Aqreament on the te,:ms and conditions herein stated, (ii Countarparta This Agreement may be executed in counterparts, all of which shall be deemed an original as 1! siqned by all Parties. (j) llinding &!tact This Aqnement shall be binding upon the respective succeuors and uaiqns cf the Parties hereto and shall inura to the benefit of and be enforceal:lle by the Partiea hereto and their respective aucceaaora and aasiqna, (Ir.) eon!"ident.iality Ch.rist and Boeing aball bold in the strictest confidence all doc:woents and information concerning the other, and the busineas and properties of the othe;r, Eacb understands that disclosures made by Christ to Boeing under Section 3 (cl, and either to the other under section 9, shall be maintained in conUdence, The foregoing notwithstanding, neither party shall b• prohibited frDII disclosing to ·its investors, consultants, brolr.era or datJ.ers such information u is customarily disclosed 1n conn•ct1on witb aimil&r matter•, nor shall this section ba construed to prohibit either party from disclosing infor111&tion that :IA required by law. IN lfirNJCSS WHEREOF, the Parties lulfe c&uaed this l'J;re11111ent to be executed as of the cay a:,.d yea: fint al:love written. '' MICHAIL Cll1US'1', OIIJ: , Lt.C, a Waahin;ton Limited Liability Company By: fP/11~ Titl1: ,tt.,eLa < . -j~c• ~1--.--.. ,. f.tmau ~ BOIIHQ cacpJ,NY, a Delawue ~ ... Philip, ll. Cyburt Attorney~i.n-ract Preei4ent, Boeing llaalty Co,:po~ation -12-.,,,,.. Parcel Bat City of Renton Lclt Lina Adjuatmant ·Nllmbar LUA 98-176, recorded in King County, Jla.ahiaqton under Racardiag No. 9902019014, located in King County, Waahiagtan. -13-.,,,... ...., (Y') ..,., = = = ~- ~ ~ = c:, <=> < ... Ullmt't B to IIOHOl'l'OSITICII •GIIHMEll'r h;e 1 ot 2 rhe property owned by The Boeing CalllP&nY and the benetitted property in this Aqreement is located in Renton, King County, Washinqton enoi is identified by IC!nq County tax assessor nwabera listed below end as depicted in the attached di:awing: 012305-9001 082305-9152 082305-9079 722300-0LOS 082305-90LL 756460-0055 722400-0880 082305-9019 722300-0115 122400-0865 072305-9046 082305-9187 082305-9204 082305-9209 082305-9037 072305-9100 ·14-1111"9 si, IC .. .. ( .- V, ·-. ~t "7 .,., = = = ~ -t ~--a o i c~ a: Q. ~. c:., c..::, 4) ,r c-,, .. ~ I cii .c ~ -u+-le] • io I (f) ~ IXKXBlT D = = = ~ .... • 0 ::,:;:: l"'1 -< ""C > z 0 -g "' 0 q_ II EMERGENCY VEHICLE TURN-AROUND FIGURE N. --, 0 20' Ml' 1 . 1 i-(8) ~&11:ss ROAD S!'SOOCi LU OOC! f$RONT ROAD FIGURE ,.._ .. 0 20· .w· 1.2 at• @ >£S000l LL I OUOl MAIN ACCESS ROAD L ~ \'\'\ '-;:.. ..... \'\'\ ~~~EMERGENCY ACCESS t,_ ~ t:: \_, ~ FlRE ACCESS-~ ROAD I I u \ \ rtMlss ROAD FIGURE 1.3 ~ 80'(2; ---- ' MAIN ACCESS ROAD 1 .4 I I AA Ai 80' \C;/ P.S.&E. ACCESS MAIN ACCESS ROAD 2000 111 7000535 D ~',~ ~ ' ' ' ~ '~~ ' 0 I /i \ \ \ \ \ \ \ \ \ \ $, \ <> ( \ I 0 N • 0 = Q = '" Ni 0 201 -40· 80' FIGURE 2. 1 PEDESTRIAN ~~-PROMENADE PLAZA "" EMERGENCY C ~~lf-lfROUN-D~---ll--- '-" .........._'-'-........._, -""-'" ~ "':) -::--................ ......_""'- -""""'-1........_ ,'-.................. ""'-""\... .,, .,, ~ -,'-?l --......."--:Vl'I ~ ......._"'-'-"'\,_ ""-........ Ii -........_'-% ......_""'-......_, '-""\... "'\.. -....___'-~......._ ......... .................. '-'-'----....'--""\... ,'-......_, ,""-{_,'--......._""-, .................. ................. '-1--"-'"\... ... -.......'-""\... l, (8) '-..'" "'::f. ""-'" -i ~ --------) ""-% ~ .. ... ........_, ......... ~ ,'-~ ......._, '- -"-°':J>'" 2/"'" ,"'--......."-'- -'-~ --------21'" '", ~ ,'-'-""'--'-'-.. ""-'"'1-'- -::.'-~ ........_'--.......'-~ ""-"-}>"-~ {:!o_ ;:-... ---...""-'-~ '" ....... '--""\... ")._ ' N ........_'--...,___--...:. ~ :--..."' ......._, ~ ..... ~ • l!l -.....""'-,"'M N. I'"'.. !!I 0 201 40 80' ® FIGURE 2.3 ~ PV.t1J:S.r/J.1\/EJT£11\/ PEDESTRIAN ~~-PROMENADE I I WATERFRONT ACCESS ROAD HIOOOl lll 0001 ~"';", 77", ?'c,~1 ___. EMERGENCY ACCESS C....:) ~ =' ~= " rrl -< \ }-.. ~ .... ~ ~ ~ ~ ~ ~ "' = ~ C, C, 1~ = EMERGENCY ~ VEHICLE -~ TURN-AROUND ~-- "' ~ = "" ·~ ~ iil ~ tt '----~llEss ROAD FIGURE 3.1 A/\N I I \()I O 201 40• 80' cc '·' C, ,., FIGURE 3.2 I--I I r>. 0 20' ,40' 80' \()I i F'IRE ACCESS----, ROAD .Plle.er $01./.JY.!J 5.JYERGY FIGURE 3.3 N I IA/\ 0 201 40' 80' \(Y l£S00C£ :.; J~Ot MAIN ACCESS I '• ROAD - I I 1 • CZ "'T'1 G) C = :::c ,., !Tl ~ = c~ c, -~ • ·-= •.. ·- '" _, ,:., ,-, ~ !Tl - -----' -~- -- -------. ~ • .Q .. ·------. -_ _ PEDESTRIAN PR MENADE __ ----... .,----- FIGURE P"'-y 0 201 '40 4.1 I 80' ~mroNT ROAD ~b~ss ROAD - 20051021000896.~~ :::WGRrneIQ ~, 0 11101111111·11·. ~1: ~ie~~~io~ffice 2 051021000 96 1055 South Gr~dy WAy cidlJ~Otl !AS •• ee Renton WA 98055 Ma'/ i~z, · V' WJI GRANTOR: GRANTEE: PEDESTRIAN WALKWAY EASEMENT AGREEMENT SOUTIIPORT, LLC, a Washington limited liability company CITY OF RENTON, a Washington municipal corporation LEGAL DESCRIPTION (Grantor Property): ASSESSORS' TAX PARCEL ID NO, (Grantor Lot 4 of City of Renton Short Plat No. LUA-99-134-SHPL, recorded m1der AFN 20000131900006 Additional Legals on pp. 10-13 Property): 082305-9216 REFERENCE NO.: -WM )-005-0/J.5 ·,::,·. IBIS PEDESTRIAN WALKWAY EASEMENT AGREEMENT ("Easement'1, effective this ~ day of l}~, 2005, is made by and between SOUTHPORT, LLC, a Washington limited liability company ("Grantor"), and CITY OF RENTON, a Washington municipal corporation ("Grantee"). RECITALS A. Grantor is the owner of real property located in King County, Washington legally described on Exhibit A attached hereto (the "Grantor Property'). B. The Gene L. Coulon Memorial Beach Park, a municipal public park operated by Grantee, is located northeasterly of the Grantor Property (the "Park"). The Park contains a public walkway, a portion of which is along the southern shoreline of Lake Washington (the "Walkway"). C. Grantee desires to extend the Walkway from the Park across a portion of the Grantor Property. D. Gran tor has agreed to grant an easement across that portion of the Grantor Property depicted on Exhibit B attached hereto and legally described in Exhibit C attached hereto (the "Easement Area") for the purpose of operating and maintaining a public walkway for pedestrian use subject to the terms and conditions set forth herein. AGREEMENT In furtherance of the Recitals set forth above, which are incorporated herein by reference, and in consideration of the mutual promises and covenants set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Grant of Easement. Grantor hereby conveys and quitclaims to Grantee a perpetual, non-exclusive easement over, across, and upon the Easement Area for the purpose of operating and maintaining a public walkway for pedestrian use. This Easement shall include the right to access by the Grantee (including its employees, agents and contractors) over the surface of the Easement Area as necessary for the Grantee to satisfy its maintenance and repair obligations as set forth in Section 6, including inspection at reasonable intervals. 2. Reservation of Rights. Grantor reserves the right to use the Easement Area in order to construct, maintain, operate, or repair any of Grantor's improvements and/or uses on the Grantor Property. This reservation shall inclnde, but not be limited to, the right to: (a) to maintain, inspect, repair, replace, and operate any below-ground utilities located now or in the 2 future within the Easement Area; (b) to temporarily block or interrupt access to the Easement Area for vehicle loading/unloading, deliveries, maintenance vehicles, and/or emergency vehicles; and ( c) to block access to the Easement Area for up to 24 consecutive hours, or longer with the prior written approval of Grantee, for special events on the Grantor Property, including, but not limited to, concerts, weddings, and conventions. The reservation set forth in subsection 2(c) above shall apply only until the City or a third party designated by the City completes construction of the Sam Chastain Waterfront Trail extension trail between point A and point Bas shown on Exhibit D hereto, and only so long as such trail remains open to the public and is maintained in a good and functional condition. Grantor further reserves the right to use the Easement Area for any other purposes not inconsistent with the easement rights granted in Section I, provided that such other uses do not unreasonably interfere with Grantee's use of the Easement Area. 3. Limitations on Easement. The easement rights granted in Section I above are further limited as follows: A. The easement rights granted herein may be exercised only during those hours when Gene Coulon Park is open to the public, as may be modified from time to time. B. The easement rights granted herein are limited to pedestrian connectivity only. Such rights do not include any rights of assembly, speech, demonstration, or petition, and does not authorize exhibiting any placard, signs or notices, distributing any circular, handbill, placard, or booklet, soliciting membership or contributions, parading, picketing or loitering. C. The easement rights granted herein do not include the right to ingest, sell or distribute alcohol within the Easement Area. D. Except as provided in Paragraph 6 below, Grantee shall not have the right to make any temporary or permanent improvements, including installing landscaping, benches, signage, or other above-grade structures, within the Easement Area without the prior written consent of the Gran tor. 4. Improvement of Easement Area. Grantor shall be responsible at its sole cost and expense for designing and constructing an at-grade pedestrian walkway over the Easement Area. Grantor plans to construct the pedestrian walkway in two phases. As of the date of this Easement, Grantor has already constructed a temporary paved pedestrian walkway within the Easement Area ("Temporary Walkway"). Grantor agrees to replace this Temporary Walkway with a permanent walkway ("Pemtanent Walkway") in conjunction with developing the Grantor Property consistent with future site plan approvals for the Grantor Property. 3 ------------~.v:::v:::vc;-:;,"'~::::::.:: 5. Restrictions on Easement Area Improvements. The parties agree that any improvements to the Easement Area, including both the Temporary Walkway and the Permanent Walkway, shall be designed to be consistent with Grantor's use of the remainder of the Grantor Property and any other properties owned by the Grantor abutting the Grantor Property. 6. Maintenance of Easement Area. Grantor shall maintain at its sole cost and expense the Temporary Walkway in a good and functional manner. Grantor's obligation to maintain the Temporary Walkway shall terminate upon the replacement of the Temporary Walkway with the Permanent Walkway in the Easement Area. Following Grantor's construction of the Permanent Walkway on the Easement Area, Grantee shall assume responsibility, at its sole cost and expense, for maintaining and rep,tlring the Permanent Walkway. This responsibility shall also include the obligation to replace the Permanent Walkway, as needed; provided that, Grantee shall submit its schematic plans and construction details for any proposed replacement of all or any portion of the Permanent Walkway to Grant or at least sixty ( 60) days before commencing construction, and Grantee must obtain Grantor's prior written consent to any such plans and details before commencing construction. Grantee's maintenance, repair and replacement obligations shall be performed consistent with the following conditions and restrictions: A. The Grantee shall maintain the Pennanent Walkway to a level consistent with the quality of other improvements on the Grantor Property, but in no event shall that level fall below the standards for other pedestrian walkways maintained by Grantee along the Lake Washington shoreline and/or other parks owned or managed by Grantee. B. Grantee shall perform all maintenance, repair and/or replacement work in a careful, workmanlike manner, free of claims or liens. C. Grantee shall perfonn all maintenance, repair and/or replacement work in a manner so as not to unreasonably interfere with the use and enjoyment of the remainder of the Grantor Property. D. Grantee shall perform all maintenance, repair and/or replacement work in a manner so as not to unreasonably block pedestrian or vehicular access to, from and/or across the Easement Area by the Grantor, its successors, assigns, lessees, sublessees, tenants, subtenants, invitees, employees, contractors or agents. E. Grantee shall perform all maintenance, repair and/or replacement work in a manner so as not to block any views from the Grantor Property of Lake Washington without first obtaining the prior written consent of the Grantor. 4 LUU:n •JL'! 1_11_11_u,~i,--:--_· F. Grantee shall perform all maintenance, repair and/or replacement work in a prompt and timely manner. Once Grantee has initiated any maintenance, repair and/or replacement work in the Easement Area, Grantee shall continue such work through completion without any unreasonable delay. The foregoing shall not prevent Grantor from also maintaining portions of the Easement Area if Grantor elects to do so (but without any obligation of Granter to do so). 7. Relocation of Easement Area. Granter shall have the right to relocate the Easement Area from time to time in connection with a general improvement plan for the Granter Property, provided that the new location of the Easement Area shall be no more than 20 feet from the location set forth in Exhibits B and C, and shall be sufficient to serve the Grantee for the same purposes and in the same manner as the location designated in this Easement; and provided further that the Granter shall not block or close access to the Easement Area depicted and legally described in Exhibits B and C witil Granter has opened the relocated easement area to the public for use as a public walkway for pedestrian use. Grantor shall perform any such relocation at its sole cost and expense. Upon such relocation, and at the request of Grantor, Grantor and Grantee shall amend this Easement to specify the new location of the Easement Area 8. Easements Run with the Land. The grant of the foregoing eas<:ment shall run with the land and inure to the benefit and be binding upon the successors and assigns of Grantee and Granter, respectively, and shall bind the Granter Property as the subservient tenement and benefit the Park as the dominant tenements, for so long as the Park remains open to the public. 9. Breach. In the event of any breach or threatened breach of this Easement by the Granter or Grantee, the non-defaulting party shall have the right to sue for damages and/or for specific performance and/or to enjoin such breach or threatened breach. 10. Risk of Damages. Any use of the Granter Property, including the Easement Area, by Grantee,. or its successors, assigns, lessees, sublessees, tenants, subtenants, invitees, employees, contractors or agents (the "Benefited Parties") shall be deemed to be at the risk of the person or entity using the same, and Grantor shall not be liable or responsible for any damage to property or injury to peroon or loss of life that may result to Grantee, and/or the Benefited Parties, or any other person, except to the extent caused by the gross negligence of the Grantor, its agents or employees. Grantee and/or any of the Benefited Parties shall not commit waste or create or permit nuisances on the Easement Area. Grantee accepts the Easement Area in its present condition, "AS-IS," and Granter shall have no duties to Grantee, except as provided in Sections 4 and 6 above, regarding the condition of the Easement Area. Notwithstanding the foregoing, this Section 10 shall not apply with regard to any defect( s) in the Easement Area existing prior to the date on which the Grantee assumes responsibility fur maintaining and repairing the Permanent Walkway pursuant to Section 6 above, which are known to the Granter, but not known to the Grantee and not disclosed by the Grantor to the Grantee. s 2005i IJ2i (>00iJ9i3_ -=--=-- 11. Indemnification. Grantee hereby releases, indemnifies and promises to defend and save harmless Grantor from and against any and all liability, loss, damage, expense, actions and claims, including costs and reasonable attorneys' fees incurred by Gran tor in defense thereof, asserted or arising directly or indirectly on account of or out of acts or omissions of Grantee in the exercise of the rights granted herein and/or in connection with or arising from the use of the Easement Area; provided however this paragraph does not purport to indemnify Grantor against liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the gross negligence or willful misconduct of Grantor, or its agents or employees. If a court of competent jurisdiction determines that this Easement is subject to the provisions of RCW 4.24.115, the parties agree that the indemnity provisions in this Easement shall be deemed amended to conform to said statute and liability shall be allocated as provided therein. 12. Insurance. Grantee and/or its contractors, employees and agents working on the Grantor Property or Easement Area shall maintain in full force and effect during the term of this Easement a policy of commercial general liability and property damage insurance related to the Easement Area and the City's use or occupancy thereof in a form acceptable to Gran tor and with a minimum limit of $5,000,000 per occWTence under which policy the Grantor is an additional insured. 13. Hazardous Materials. In no event shall the Grantee store, dispose, release, or discharge from, or otherwise use any "Hazardous Materials" or other wastes or substances on the Grantor Property or the Easement Area "Hazardous Materials" means any (a) petroleum products or by-products; (b) all haz.ardous or toxic substances, wastes or materials or pollutants, including hazardous substances as defined by §101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, and/or the Washington State Model Toxic Control Act, RCW §70.105.010, as amended; and (c) any other chemical, pollutant or material which is regulated by any federal, state or local governmental agency or authority under any environmental laws. Notwithstanding the foregoing, Hazardous Materials shall not be defined to include fuel or lubricants necessary for the operation of Grantee's maintenance vehicles, inspection vehicles or maintenance equipment, provided that such materials are used in accordance with any and all applicable Hazardous Material laws, and are handled in a reasonably prudent manner. 14. Termination. In the event Grantor has not begun development of the Gran tor Property pursuant to final site plan approvals within fifteen (15) years from the date of this Easement, all rights granted by this Easement shall automatically terminate and be of no further force and effect. Upon such termination, Granter may record notice thereof without the joinder of the Grantee. 6 ..£UUP !1-'.!. !"-.. _!''-"-'"."?. = 15. General Proyi,sions. 15.1 Notices. Any notice, request, approval, consent, or other communication required or permitted to be given by any party to any other hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or by overnight courier; or received following deposit as prepaid certified mail (return receipt requested) with the United States Postal Service; and addressed to the appropriate party at its address set forth below, or at such other address as such party shall have last designated by notice to the other. GRANTOR: c/o Southport, LLC 1083 Lake Washington Blvd. North, Suite 50 Renton, Washington 98056 GRANTEE: CityofRenton 1055 S. Grady Way Renton, Washington 98055 15.2 Attorneys' Fees. If any suit or other proceeding is instituted by any of the parties to this Easement arising out of or pertaining to this Easement, the substantially prevailing party shall be entitled to recover its reasonable attorneys' fees and all costs and expenses incurred from the substantially nonprevailing party, in addition to such other available relie£ 15.3 Entire Agreement. This Easement constitutes the entire agreement of the parties hereto with respect to the matters dealt with herein, and supersedes all prior correspondence, agreements and/or understandings, both verbal and written, not contained in this Agreement. This Easement shall not be modified unless done so in writing and signed by both parties. 15.4 Governing Law. This Easement shall be governed by and construed in accordance with the laws of the state of Washington. 15.5 No Abandomnent. Failure to act by either party under this Easement shall not constitute abandonment of the Easement. 15.6 Severabilhy. The invalidity of any proviSJon of this Easement as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 7 ~uu:n 1.,i" ! '--"J"-''="'=""· ~ - IN WITNESS WHEREOF, this Easement is executed by the parties, intending to be legally bound, effective as of the date first written above. GRANTOR: SOUfHPORT, LLC, a Washington limited liability company STATE OF WASIIlNGTON ss. COUNTY OF KING GRANTEE: CITY OF RENTON, a Washington municipal corporation By:~~-W~ Name:IatY Keolker-Wheeler Its: Mayor Attest: &.l~Xto~Jfit~!l·, .. , a.:., ........... :"' _,, ....... . ",' ....I· '•. ~ . i:Ji .·· _, ~ \ ~ .«: .. -,,. .. ' I ·~ I , I / · : U,.: . ' ' """"' .... \ 0\ ·~Cl) ...... , . .,~~ ··,"' "'b.'dl~"' ,,,· I certify that I know or have satisfactory evidence that Michael P. Clirls,JS,ag,~on who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instnnnent and acknowledged it as the President of Seco Development, Inc., a Washington corporation, the Manager of SOUTHPORT, LLC, a Washington limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrwnent Datedthis __ ,_/S_f-__ ~_dayof c..p~ .2005. ~,,11111111,,, ~ i ~ /'"~~~~~i~,o(~ (Si~re ¢NofafY) ~ ,;.,or .. ~ u,~ [:_. GO t L In<; .. ~""I·· : ~ '•-"' : (Legibly Print or Stamp Name of Notary) -,. '1, j -~ ~ :e~,c ~ ~ Notary public in and fo,-the state of Washington, \ o~ !!;.~~~ o"0 ,f residing at Both ?I, I ,,,, WAS\-11~ ,,,~ { ? o '''"'"'"''' My appointment expires / ·---z · 0 lo 8 -'UUO !'L!'L ••-••.••.••.••r_•_-_ .. _. STAIB OF WASHINGTON ss. COUNTY OF KING I certify that I know or have satisfactory evidence that Ko.fby k'~o/Ku-lvhed~r is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the P1avor of CITY OF RENTON, a Washington municipal corporation, to be thd free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this ___ 5~*'-___ dayof 0~ ,2005. (Signature of Notary) °1:SOl'll'll't! :::Z:. 'wa.ffon (Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at :Renton My appointment expires ~.q.lJ.00'3 9 EXHIBITA TO EASBMBNT AGREEMENT Legal Dcscriptioa ofQrantor Pf9l1ett£ Lot 4, City of Renll>n Short Plan No, WA-99-134-SHPL, according to the Shott Pill! recorded January 31, 2000, under AFN 20000131900006, in King County, Washington. EXHIBIT B -LOT 4 TO EASEMENT AGREEMENT 4 Sl'IWJt: IN 111, CITY Of' IIENTON, KING COUNTY, ~ I.JING IN ntE aw. v-. SIICT10N • AHi) N.W. t/4, smnGN 8, TOWNS!IP 23 NORTII, RANGE .fi EAST, W.M. PEDESTRIAN WALKWAY EASEMENT SKETCH PREPARED FOR: SECO DEVELOPMENT, INC. SOUTHPORT PROJECT ----·--·------·-. ;tuuo-1u.~nuuuo:10.u i. EXHIBIT C .. LOT 4 TO EASEMENT AGREEMENT DESCRIPTION PEDESTRIAN WAWNAY EASEMENT THAT PORTION OF LOT 4, CITY OF RENTON SHORT PLAT NO. LUA-99-134- SHPL, RECORDED UNDER RECORDING NO. 20000131900006, RECORDS OF KING COUNTY, WASHINGTON, LYING WITHIN A STRIP OF LAND 12, 00 FEET IN WIDTH, THE NORTHWESTERLY LINE OF WHICH IS DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST WESTERLY CORNER OF SAID LOT 4 THENCE SOUTH 43°07 '33" EAST 7. 00 FEET l\l.ONG THE SOUTHWESTERLY LINE THEREOF TO THE TRUE POINT OF BEGINNING OF SAID LINE DESCRIBED HEREIN; THENCE NORTH 49°00'13" EAST 22.78 FEET; THENCE NORTH 46°23'46" EAST 66.94 FEET/ THENCE NOQ'l'H 46°35'54" EAS.T 40,39 FEET TO THE NORTHEASTERLY LINE OF SAID LOT 4 l\ND THE TERMINUS OF SAID LINE DESCRIBED HEREIN AND FROM SAID TERMINUS THE MOST NORTHERLY CORNER OF SAID LOT 4 BEARS NORTli 43°22'06" WEST 7.01 FEET DISTANT. THE SOUTHEASTERLY LINE OF THIS EASEMENT SHALL BE SO SHORTENED OR LENGTHENED SO AS TO MEET AT ANGLE POINTS AND TERMINATE IN THE SOUTHWESTERLY AND NORTHEASTERLY LINES OF SAID LOT 4. SITUATE IN THE CITY OF RENTON, KING COUNTY, WASHINGTON, LYING IN THE SOUTHWEST QUARTER OF SECTION 5 AND THE NORTliWEST QUARTER OF SECTION 8, TOWNSHIP 23 NORTH, RANGE 5 EAST, W.M. SECO DEVELO~NT, INC. SOUTHPORT JOHANN G. WASSERMANN, P.L.S. BRH JOB NO. 99036,ll MARCH 10, 2005 REVISED JULY 13, 2005 BUSH, ROED & HITCHINGS, INC. 2009 MINOR AVENUE EAST SEATTLE, WA 98102 (206) 323-4144 EXHIBIT D TO EASEMENT AGREEMENT AFTER RECORDING RETURN TO: 1~111111111111111 20160208000458 City Clerk's Office City of Renton I 055 South Grady Way Renton, WA 98057 CITY OF RENTON EAS St. 88 PAGE•HI OF 119 12/118/21118 11:18 KING COUNTY, WA EXCISE TAX NOT REQUJRED King Co. Aecoras Division By ·?Uft , Deputy SUPPLEMENTAL PEDESTRIAN WALKWAY EASEMENT AGREEMENT GRANTOR: GRANTEE: LEGAL DESCRIPTION (Grantor Property): ASSESSORS' TAX PARCEL ID NO. (Grantor Property): OFFICE AT SOUTIIPORT LLC, a Washington limited liability Company, and HOTEL AT SOUTIIPORT LLC, a Washington Limited Liability company CITY OF RENTON, a Washington municipal corporalion "LOT A" AND "LOT B" CITY OF RENTON LOT LINE ADJUSTMENT NO LUAI4-00l514 (SOUTIIPORT LOT LINE ADJUSTMENT) RECORDING NO 20141223900010 (BEING A PORTION OF SW QTR SW QTR STR 05-23-05 AND OF NW QTR NW QTR STR 08-23-05) 082305-9216 and 052305-9075 REFERENCE NO.: NIA 20160208000458.001 THIS PEDESTRIAN WALKWAY EASEMENT AGREEMENT ("Easement"), is entered into this t<( day of Jo !Illa.•~ , 2016 ("Effective Date") by and between OFFICE AT SOUTHPORT LLC, a Wash 7 gton limited liability company, and HOTEL AT SOUTHPORT LCC, a Washington limited liability company ("Grantor"), and CITY OF RENTON, a Washington municipal corporation ("City" or "Grantee"). RECITALS A. Gran tor is the owner of real property located in Kfog County, Washington legally described on Exhibit A attached hereto (the "Grantor Property"). B. The Gene L. Coulon Memorial Beach Park, a municipal public park operated by Grantee, is located easterly of the Graotor Property (the "Park"). The Park is legally described on Exhibit B attached hereto. C. The Park iocludes a public trail, a portion of which is along the southern 20160208000458.002 shoreline of Lake Washington. The Grantee would like to connect Gene Coulon Memorial Beach Park to the Cedar River Trail via the Sam Chastain Waterfront Trail, the western portion of which currently tenninates to the south aod west of the Grantor Property at Point A as depicted in Exhibit C. D. In the past, Grantor and/or affiliates of the Grantor have granted several easements to Grantee to enable Grantee to extend the Sam Chastain Waterfront Trail from the Park over several properties owned by Grantor and/or affiliates of the Grantor to create a continuous public walkway/trail system from the Park to the west boundary of the Grantor Property at Point C as depicted in Exhibit C. Those existing easements are recorded with Kfog County under AFNs 20051021000894, 20051021000895, and 20051021000896, and 20001117001232. E. Grantor has agreed to grant an easement across that portion of the Grantor Property depicted on Exhibit D attached hereto and legally described in Exhibit E attached hereto (the "Easement Area") to enable the City to extend the Sam Chastain Waterfront Trail further to the west toward the existing Cedar River Trail subject to the terms aod conditions set forth herein. F. Grant or has constructed a dock over the west flwne, which is described in the Southport Planned Action Environmental Impact Statement (DSEIS, pp. 2-9 and 2-22). This dock encompasses the Easement Area, as well as a portion of the Granter Property not subject to this Easement. For the purposes of this Easement, the portion of the dock located in the Easement Area shall be known as the "Grantee Walkway," and the portion of the dock located outside of the Easement Area on any other portion of the Grantor Property shall be known as the "Grantor Walkway." 2 20160208-000458.003 AGREEMENT In furtherance of the Recitals set forth above, which are incorporated herein by reference, and in consideration of the mutual promises and covenants set forth below, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: 1. Grant of Easement. Subject to the terms and conditions set forth herein, Grantor hereby conveys and quitclaims to Grantee a non-exclusive easement over, across, and upon the Easement Area for the purpose of operating and maintaining a public walkway for pedestrian use only. This Easement shall include the right to access by the Grantee (including its employees, agents and contractors) over the Easement Area as necessary for the Grantee to satisfy its maintenance and repair obligations as set forth in Sections 2J and 2K, including inspection at reasonable intervals. 2. Conditions on Easement. In the event the Grantee satisfies conditions A, B, and C below, the Grantee may access and utilize the rights granted in this Easement. Until then, the grant of Easement in Section I above, and these terms, condition and limitation shall have no force or effect. A. Grantee shall make continuous diligent effort with the owner(s) of the property to the southwest of the Grantor Property to obtain access rights ( easement or other legal interest) to locate the trail connection on the adjacent property (current King County tax parcel 0723059001}. Such alternative access rights would provide a trail connection between the Sam Chastain Waterftont Trail at Point A on Exhibit C to Point Con Exhibit C, thereby mooting the need for the subject Easement. For purposes of this easement "make continuous diligent effort" shall mean that the City will request a substitute easement from the adjacent property owner whenever permissible pursuant to its substantive legal powers under the State Environmental Policy Act ("SEP A''}, its Shoreline Master Program ("SMP''}, or other applicable law whenever the adjacent owner seeks a permit or approval to improve or modify its property. B. The Grantee shall have completed construction of the extension of the Sam Chastain Waterfront Trail between Points A and Bon the route shown on Exhibit C (hereinafter referred to as the "Trail Extension"), including obtaining any and all access rights and permits necessary to complete the Trail Extension. C. Concurrent with submitting any application(s) to construct the Trail Extension, the Grantee shall provide Grantor with a copy of all application materials for review and comment. D. Grantor reserves the right to use the Easement Area to construct, maintain, operate, or repair any improvements and/or uses on the Grantor Property or any affiliate properties legally described in Exhibit F ("Affiliate Properties"). This reservation shall include, but not be limited to, the right: (a) to install, construct, maintain, inspect, repair, replace, and operate any utilities and marine support facilities located now or in the future within the Easement Area (e.g., power, water, telephone service, and sewer pump out); (b) to temporarily block or interrupt access to the Easement Area for maintenance and/or emergencies; (c) to 3 20160208000458.004 temporarily block or interrupt access to the Easement area to construct, maintain, operate, or repair any improvements and/or uses on the Grantor Property and/or Affiliate Properties; (d) to block access up to five times per year to the Easement Area for up to 24 consecutive hours, or longer with the prior written approval of Grantee, for special events on the Grantor Property and/or Affiliate Properties, including, but not limited to, concerts, weddings, and conventions; and (e) to construct a norg~,.2bscuring fence, (e.g., chain link without slats), immediately adjacent to the Easement Ai'i!ll separating the Easement Area from the balance of the Grantor Property. Grantor further reserves the right to use the Easement Area for any other purposes not inconsistent with the easement rights granted herein, provided that such other uses do not unreasonably interfere with Grantee's use of the Easement Area. E. Grantee shall exercise its easement rights in a manner that will not interfere with the Grantor's reasonable use of its property. F. The easement rights granted herein may be exercised only during those hours when the Park is open to the public, as may be modified from time to time. G. The easement rights granted herein are limited to pedestrian connectivity only. Such rights do not include any rights of assembly, speech, demonstration or petition, and do not authorize exhibiting any placard, signs or notices, distributing any circular, handbill, placard, or booklet, soliciting membership or contributions, parading, picketing or loitering. H. The easement rights granted herein do not include the right to ingest, sell or distribute alcohol within the Easement area. I. Except as provided herein, Grantee shall have no right to make any temporary or permanent improvements, including installing landscaping, benches, signage or other structures, within the Easement Area without the prior written consent of the Grantor. J. Prior to commencing use of the Grantee Walkway pursuant to this Easement, and at regular intervals thereafter in the Grantee's reasonable discretion, the Grantee shall inspect the dock structure located within the Easement Area and confirm that the condition of the Grantee Walkway is safe and adequate for Grantee's purpose(s). K. Grantee's maintenance of the Grantee Walkway is subject to the following terms and conditions: i. Grantee shall have no responsibility to maintain the Grantee Walkway until Grantee physically has access to and utilizes the Easement. ii. The Grantee shall maintain the Grantee Walkway to a level consistent with the quality of the Grantor Walkway, but in no event shall that level fall below the standards for other pedestrian walkways maintained by Grantee along the Lake Washington shoreline and/or other parks owned or managed by Grantee. 4 20160208000458.005 111. Grantee accepts the Grantee Walkway "AS IS" and assumes responsibility, at its sole cost and expense, for maintaining and repairing the Grantee Walkway surface consistent with the terms and conditions set forth herein. Grantee's maintenance responsibility shall include the obligation to replace the surface of the Grantee Walkway, as needed; provided that, Grantee shall su),rnit its schematic plans and construction details for any proposed replacement of all or any portion of the Grantee Walkway surface to Grantor at least thirty (30) days before submitting for any related governmental permits or approvals, and at least sixty (60) days prior to commencing construction. L All Grantee maintenance, repair and improvement activities (Section 2.K) shall be performed consistent with the following conditions and restrictions: i. Grantee shall perform all maintenance, repair and/or replacement work in a careful, workmanlike manner, free of claims or liens. ii. Grantee shall perform all maintenance, repair and/or replacement work in a manner so as not to unreasonably interfere with the use and enjoyment of the remainder of the Granter Property or the Affiliate Properties. 111. Grantee shall perform all maintenance, repair and/or replacement work in a manner so as not to unreasonably block pedestrian access or vehicular access to, from, and/or across the Easement Area by the Granter, its lessees, sublessees, tenants, subtenants, invitees, employees, contractors or agents. iv. Grantee shall perform all maintenance, repair and/or replacement work in a manner so as to minimize impacts on any views from the Grantor Property or the Affiliate Properties of Lake Washington, and shall not block any views from the Grantor Property or the Affiliate Properties of Lake Washington for longer than a total of seven calendar days in any calendar year without first obtaining the prior written consent of the Granter. v. Grantee shall perform all maintenance, repair and/or replacement work in a prompt and timely manner. Once Grantee has initiated any maintenance, repair and/or replacement work in the Easement Area, Grantee shall continue such work through completion without any unreasonable delay. vi. In those instances where Grantee's maintenance, repair or improvement of the Grantee Walkway may impair or obstruct Grantor's use of or access to the Granter Walkway or affect the structure underlying the Granter Walkway or Grantee Walkway, Grantee must obtain Grantor's prior written approval of any such plans and details before commencing construction on any portion of the Grantee Walkway or within any portion of the Easement Area. M. The parties acknowledge that there are several structural members, (e.g., corrugated iron bulkheads, I-beams, concrete wall, etc.) (collectively the "Structural Members"), that underlie and support portions of both the Granter Walkway and the Grantee Walkway. The parties agree that in the event all or any portion of any of the Structural Members require maintenance, repair or replacement, Granter shall complete such maintenance, repair and/or 5 20160208000458.006 (!} I )z -2-/ / &, replacemi!o~ns~-f :!: w~~!e~er (subject to any delays or restrictions imposed ough government permits and approvals); provided that the parties shall share in the costs of such repair, maintenance or replacement work. As of the Effective Date of this Easemen the parties agree that Grantor shall be responsible for seventy five percent (75%) and the Grantee shall be responsible for twenty five percent (25%) of the costs of any such repair, maintenance or replacement work, including design and permitting costs; provided that either party may request review and revision of this cost split at any time based on actual percentage usage of the Grantee Walkway. In the event public use (persons using the Grantee Walkway not originating from the Southport properties) exceeds fifty percent (50%) of the total usage of the Grantee Walkway, the cost split shall thereafter be fifty percent (50%) from the Granter and fifty percent (50%) from the Grantee. Grantor shall provide Grantee with an itemized invoice documenting the total cost of the maintenance, repair and/or replacement work, including design and permitting costs. Within sixty (60) days of receipt thereof, Grantee shall pay Grantor its share (as calculated above) of the total costs. N. In no event shall any of the Benefitted Parties (defined in Section 6 below) store, dispose, release, or discharge from, or otherwise use any "Hazardous Materials" or other wastes or substances on the Grantor Property or the Easement Area. "Hazardous Materials" means any (a) petroleum products or by-products; (b) all hazardous or toxic substances, wastes or materials or pollutants, including hazardous substances as defined by § 101 ( 14) of the Comprehensive Enviromnental Response, Compensation and Liability Act of I 980, as amended, and/or the Washington State Model Toxic Control Act, RCW §70.105.010, as amended; and (c) any other chemical, pollutant or material which is regulated by any federal, state or local govenunental agency or authority under any environmental laws. Notwithstanding the foregoing, Hazardous Materials shall not be defined to include fuel or lubricants necessary for the operation of any of the Benefitted Parties' maintenance vehicles, inspection vehicles or maintenance equipment, provided that such materials are used in accordance with any and all applicable Hazardous Material laws, and are handled in a reasonably prudent manner. 3. Easements Run with the Land. A. The grant of the foregoing easement, to the extent it becomes effective, shall run with the land and inure to the benefit and be binding upon the successors and assigns of Grantee and Granter, respectively, and shall bind the Granter Property as the subservient tenement and benefit the Park as the dominant tenement, for so long as the Park remains open to the public. B. At the time in the future the Grantee is able to secure substitute access rights (easement or other legal interest) over the adjacent property (current King County tax parcel 0723059001) to provide a trail connection between the Sam Chastain Waterfront Trail at Point A on Exhibit C to Point C on Exhibit C, this Easement shall terminate and be of no further force or effect upon the Grantee opening the substitute access as a trail to the public. The Administration of Grantee will request capital funding for the trail construction from the City Council of Grantee once Grantee obtains the Boeing parallel easement and will diligently pursue state and federal grants and other available funding sources. Thereafter, Grantor and Grantee will execute and record a termination and release of this Easement. 20160208000458.007 4. -Breach. In the event of any breach or threatened breach of this Easement by the Granter or Grantee, the non-defaulting party shall have the right to sue for damages and/or for specific performance and/or to enjoin such breach or threatened breach. 5. Risk of Damages. A. Ar,y use of the Grantee Walkway is subject to RCW 4.24.200 and 4.24.210. B. Grantee accepts the Easement Area in its present condition, "AS-JS," and Grantor shall have no duties to Grantee regarding the condition of the Easement Area or the Walkway. 6. Indemnification. Notwithstanding the effect of Section 5 above, Grantee hereby releases, indemnifies and promises to defend and save hannless Grantor from and against any and all liability, loss, damage, expense, actions and claims, including costs and reasonable attorneys' fees incurred by Grantor in defense thereof, asserted or arising directly or indirectly on account of or out of acts or omissions of Grantee, or its successors, assigns, lessees, sublessees, tenants, subtenants, invitees, employees, contractors or agents (collectively the "Benefitted Parties") in the exercise of the rights granted herein, or in connection with or arising from the public's use of the Easement Area; provided however this paragraph does not purport to indemnify Grantor against liability for damages arising out of bodily injury to persons or damage to property caused by or resulting from the sole negligence or willful misconduct of Grantor, or its agents or employees. If a court of competent jurisdiction determines that this Easement is subject to the provisions of RCW 4.24.115, the parties agree that the indemnity provisions in this Easement shall be deemed amended to conform to said statute and liability shall be allocated as provided therein. 7. Insurance. Grantee and/or its contractors, employees and agents working on the Grantor Property or Easement Area shall maintain in full force and effect, beginning on the Effective Date of the rights granted in this Easement and continuing thereafter throughout the term of this Easement. a policy of commercial general liability and property damage insurance related to the Easement Area and the Benefitted Parties' and public's use or occupancy thereof in a form acceptable to Grantor and with a minimum limit of$5,000,000 per occurrence under which policy the Grantor is an additional insured. 8. General Provisions. A. Notices. Ar,y notice, request, approval, consent, or other communication required or permitted to be given by any party to any other hereunder shall be in writing and shall be deemed to have been duly given when delivered personally or by overnight courier; or received following deposit as prepaid certified mail (return receipt requested) with the United States Postal Service; and addressed to the appropriate party at its address set forth below, or at such other address as such party shall have last designated by notice to the other. 7 GRANTOR: Office at Southport LLC do Seco Development 1083 Lake Washington Blvd. North, Suite 50 Renton, Washington 98056 GRANTEE: City of Renton do Community Services Department I 055 S. Grady Way Renton, Washington 98055 20160208000458.008 B. Attorneys' Fees. If any suit or other proceeding is instituted by any of the parties to this Easement arising out of or pertairring to this Easement, the substantially prevailing party shall be entitled to recover its reasonable attorneys' fees and all costs and expenses incurred from the substantially nonprevailing party, in addition to such other available relief. C. Entire Agreement. This Easement constitutes the entire agreement of the parties hereto with respect to the matters dealt with herein, and supersedes all prior correspondence, agreements and/or understandings, both verbal and written, not contained in this Agreement. This Easement shall not be modified unless done so in writing and signed by both parties. D. Governing Law. This Easement shall be governed by and construed in accordance with the laws of the state of Washington. E. No Abandonment. Failure to act by either party under this Easement shall not constitute abandonment of the Easement. F. Severability. The invalidity of any provision of this Easement as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 8 IN WJTNESS WHEREOF, this Easement is executed by the parties as set forth below. GRANTORS: OFFlCE AT SOUTHPORT, a Washington limited liability company By: Seco Development, Inc., its manager By. wffL. Michael P. Christ, President Date: / / 7-'1-/ / 4 ' / HOTEL AT SOUTHPORT, a Washington limited liability company By: Seco Development, Inc., its manager By. udd Michael P. Christ, President Date: , / 1-z) I i,, T I GRANTEE: CITY OF RENTON, a Washington municipal corporation 9 20160208000458.009 STATE OF WASHINGTON COUNTY OF KING ss. 20160208000458.Q10 I certify that I know or have satisfactory evidence that Michael P. Christ is the person who appeared before me, and said person acknowledged that said person signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the President of Seco Development, Inc., a Washington corporation, the Manager of OFFICE AT SOUTHPORT LLC, a Washington limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this ___ :2?-=1-~==,.._ ___ day of ~ , 201 b, (Signa~:r:) ' / -,,;._i,,4 (Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at Jog 5@n:1o'1 r,l'I R£02N, MatQll<'Q My appointment expires ll: -"'1 . n 10 STA TE OF W ASHJNGTON COUNTY OF KThlG ss. 20160208000458.011 l certify that I know or have satisfactory evidence that Michael P. Christ is the person who appeared before me, and said person acknowledged that said per.;on signed this instrument, on oath stated that said person was authorized to execute the instrument and acknowledged it as the President of Seco Development, Inc., a Washington corporation, the Manager of HOTEL AT SOUTHPORT LLC, a Washington limited liability company, to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated this __ :::22:::=~~=J ____ day of_~~~=,..==~,,,.6 __ _,, 2011,. STA TE OF WASHINGTON COUNTY OF KING Dated this ss. (Signature of Notary) (Legibly Print or Stamp Name of Notary) Notary public in and for the state of Washington, residing at 10S:S: ~ @0:1tJ: y w Q..:e-N"11'1,t M'i:5t §4$7 My appointment expires --''&"--. %o~l-·.,_l 7:_ __ _ , 2011. 11 20160208000458.012 EXHIBIT A Legal description of Grant or Property "LOT A" AND "LOT B" CITY OF RENTON LOT LINE ADJUSTMENT NO LUA 14-0015 t 4 (SOUTHPORT LOT LINE ADJUSTMENT) RECORDING NO 20141223900010 (BEING A PORTION OF SW QTR SW QTR STR 05-23-05 AND OF NW QTR NW QTR STR 08-23-05) Situate in the Northwest Quadrant of Section 8 and the Southwest Quarter of Section 5, all in Township 23 North, Range 5 East, W.M., in the City of Renton, King Cowity, Washington. l2 20160208000458.013 EXHIBITB Legal description of Gene Coulon Park. HILLMANS LK WN GARDEN OF EDEN #5 BLKS 360 & 361 SD ADD TGW SH LOS ADJ TGW POR GL 4 SEC 05-23-05 & SH LOS ADJ OAF -BAAP N 56-32-07 W 65.018 Ff FR NXN OF GOV MOR LN & S LN SD SEC 5 TH N 56-32-07 W 1221.78 FT TO INNER HARBOR LN TH S 45-45-00 W 317.92 FTTH S 44-16-00 E 680FTM/L TO S LN OF SD SECS THE ALG SD S LN OF SD SEC 765.5 Ff MIL TO WLY BNDRY OF BN 100 FT R/W TH NELY ALG SD WLY BNDRY TO POINT OF BEGINNING TGW AREA IN FRONT OF LOTS I THRU 9 BLOCK 360 OF HILLMAN$ LK WN GARDEN OF EDEN #5 13 ... ' . '· . ·:-r-. . 80WG Pl.11..r· i : · ,. . ,/'.. ·: .. ··.:· .. ·-7:\ ·.; -. ~.\ .. LAKE WASHINGTON TRAIL ANO HABITAT ENHANCEMENT PROJECT c~·v9t~~i . ' ·---------· =~==~==~------------- , , •• , , , , 1 TraifExtenslDn ••••••••• Existing Sam Chasteii Wateffl'Gnt Tiail • • • • .euernentAma (spec fie locallco encl deeellp(lon In Eldllbls D & E) omaul SOlllhpoftlLC llilg Coonly Tax Partet 082305-9215 Hotel at South po~ LLC to,g County Tn Ptlrcot 05230S-9075 l!eelog: l<log County T .. P•l«l 072305-9001 Gene Coulon Pall! King County Tax Para,!: JJ,M51Ml7P,; Affill:!led Prcporti., Kl119 Count, Tax P•n:•I: 08230S-8055 d ~ > Ill l"J ~~ l"J ,, z;i: ..: -, Iii ~~ ~() ~ ! ~ =l I j;! !{; "1 A EXHIBIT D -LOT A TO EASEMENT AGREEMENT i ' 30 "L 0 30 SCA.LE INRET ,. ' 30' LOTS d!: -BAH BUSH, ROED & HITCHlNGS, INC. CIVIL ENGiHEER$ & LA1ii5-SURVEYORS 2009.MINOII AVE. E. 1:to6J 323'4144 SEAffl.E, WA 98102·3513 BAH JOB N0.·99036.18 LOT A LOTB LOT A . SITUATE:iN 11CE Ct'fY OE.ABRON. fUNCI.COlJH'tY, WASHINnTOl<;~VING'.IN'THf•ff,W. 1/4, SECTION 8, TOWMSH,IP ~3 :NORtH,·RAHGE 8 EAST, W.M. PEDESTRIAN WAL.KWAY EASEMENT SKETCH PREPARED FOR: SECO DEVELOPMENT, INC. SOUTHPORT PROJECT 15 20160208000458.015 0 SCALE ,~: 30' \O" WIDE CORRUSA.TED IRON 9\.UOIEAD IHFUT GRANTEE WALKWAY -.r'O.. 1.D' WIDE COAFWGATED IRON llUlKHIW> W' 6'CHAINUNI< FEHCE cur s.w. OF f'IIOP .. IJNE LOTA 'ID' wmE COHC. WAU.--~r,.,/".,!/t.') HOUSIN6 WOOD GI\TE snuri.Te rH Tl£ CITY OF flfNTON,·KIHG,COUNTY, WASHINGTON, LY~ IN 1J£ ·S_'.W. 1/4, $EC.~ 5 Alt? N.W. 1/4, SECTION 8, TOWNStlP 23 NORm, AA.NOE 6 EAST, WJA. . 6 E BRH LOT A BUSH, ROEO & HrTCHINGS, INC. CIVIL ENGINEERS & I.AND SIJIM:1QRS 2009 Ml~OR AVE. E. (206) 323-4144 SEATTLE, WA 98102-35'13 9RH JOB NO. 9903&.13 v,((> I', PEDESTRIAN WALKWAY EASEMENT SKETCH PREPARED FOR: SECO DEVELOPMENT, IN'C. SOUTHPORT PROJECT 16 20160208000458.016 EXHIBIT E -LOTS~ AND B SUPPLEMENTAL PEDESTRIAN WALKKAY EASEMENT PESCRil?TION LOTS A AND B THA'l' F-ORTIO~ OF LOTS !-.. ;\ND B, C!7Y Cif RE~\TON LOT LINE l;D.]USTME1'~T i~llEEER !.Uil. :4-00~514, REC0RC:£D UNDER P.F.:CORDJNG NO. 2014 :22z~ooo: G, F.ECORt:S OF KING COUNT~·. WASHT1'G1'0N, I.\'rnG WITHrn M 5'1'?.J.? OF LAKD .10. 00 E'"EET IN WilY!'H, DE5CRTB~D A.5 FOLL01.lZS: EEG!NN1NG AT 'TH~ :rr•ri'E:RSEC'i'10N CF '!'f-iL i'lE.ST LiNS or. .. LOT B OF SAID i,0'1' LH:E i-t.Dl:USTMl:'.:iil'J' /'J\D 'J'i-H'.: ~JEST.ERLY EX'!'Ei\S!ON OF A NOP.TH ~.T~~F. OF' Si\ID JI.YI' i,; SAIJ NORTH ~n-=E 5EtNG NOR':"H 43"07' 33" nEST, A DISTANCE or 718.12 n:1::r FROH THE M0.',1' 50U'I'H£RLY COR.'IEI< o, SAI~ LOT B; THE!NCE SOUTE 43''07 1 3j" EAST 'LOO FEET TO T~E SO~iTHWESTERLY r .. r~~E OF 5A1C !...O'I' ~; THENCE: NORTl1 49°0U'l3" B.l\S'!' :0.01 FEE'.i; TEENC~ NORTi~ 4 3 ° 07 1 3 3 '' ;·JEST 7. 3 7 FEET 'J'O THE NORTtn·:E~:TJ;;F.:..Y J..l:-H:: o;· SA TD :o:r 71; "'HE.NCI. :'iO:JTH 46°5~'~0" WES'r 10.00 Ft~ET ALONG SAID NORTH~ESTSRL'::' I.TN£ b.l~D ~X'r~~Nsro;~ 1'Ht'~REOF TO 'l'HE POINT o~ .. BEGHlN!'NG. STTUj\TE !N THE !iOFiTHW.E.sT QUARTER OF SECT:ON &, TOWN!:iHJ P 2.3 NOP.':'H, P.ANGJ:; '; EAST, ;~. M. , II, Ti-lS CITY OF RE!-,TON, KING COU~ITY, WASiUll:;:·oN. SECO D£VEL01'MEN'r, INC. SOU!HPORT T/\YLOR F.. SC~UL'l'E, P.L.S. NO. t,~646 SRH JOE NO. 9~036.!3 r~.Y 4, ZOC;6 RE\.'lSEJ VCTGSEF. il, 20(,o Rt.VIEtD MAP.CH 2 0, 200 7 REVIsr,;:; S£PT£MBE8. H, 20! ~ r\~VISE.D l(ovembez: '3, 20i5 17 RUSH, ~01:;c ti HLTcHIN\i~I u:~. 2 00 9 Mi NOR i':.VF.;~~~J~: r:?.S''!. S!::AJ"J'J..~. 1'.1A se:.02 !206; 323-'ii44 20160208000458.017 EXBIBlT E -LOT B SUPPLEMENTAL PEDES'l'RIAN \lllLKWl',Y EASEMJ:NT DESC!UPTION LOT B l'HA'!' PORTION or L07 Bt CTTY or RENTON :LOT L TNE hD~7UST!'.SNT l'HiMf,EP. l:IJA 1(-C(P .. !D-4, RCCOROED UNl)£:?,. RECOF.O!N'G l~O. 2li1'1:i.223900DiC., P.ECOROS Cf KlNG ~OUN'l'Y, ~·1ASH1HGTON, LYlNG l·ll':Hlt~ A S'...~Rl? o::' 1....1!.N[) l O. 00 ,E~T IN l-ilDTH, DESC!c\!llED AS i'OLLOIIS: RLGINNING A'!' -r~E. lNTERS5C7TON or 'l'HE WES? tn~i OF LO'f E or SiiID L<Jl' LIUE AOJllSTM'EN! A?\D T?G Yi£STER.LY EXTENS!O(~ OF A NOR1'H :.iNE OF ~AID LOT A; SAID N'O~TH Ll~E BEING NCRTK 43"'07' 33u \o'Jl;:$?, A OTS1'ANC:; 0:' 118.12 tEET }:'ROM T?.E MOST sourHER:,y CORNER o: SAID LO'f B; THENCE NCR!H ~6~~( '50" ~~ST 10. 00 Ff.r.T; 'l'HENCfi NORTH 43tc-;. 33 11 1rn:sT 166.32 FEE:'f; 'J'lJSN'CE £".OiJ!H €S 11 ,17 '20" WEST 10, 78 F££:'f 'J'O 'ifiF. SO{JTHWESTE:"<.!:"i :!N~ OF .SAlD LO'l' E; THENCe sotrr~ 43"0'] '33" EAST 192. 34 FEET ALONG SAJ D SOtJTHl"iE:S~ERLY LINE TO TrtE i?CiNT OF BEGli~WU~G. STTDAT.£ !N 'i"H!'.': NCRTf-fW::s•r QUARTER OF SECTION B .lilVD 'l'EE sau::·HWE'S1 QUART~R or SEC!!ON 5, ALL !ti 1'0WNSH1P '" NOilTH, Ri'.NGE o EAST, t·:.:~., lN THE CITY OF REN"TON, KING COUNTY, VU\SHlNGTCN. SEC:D CF.VELOPKEN'i', lNC. soun:PORl' TAl'LOR R. SCHULTE. ?.L.S. NO. 4,6-16 3RH JOB KO. 99036.!3 1-!AY , , 2006 RSVJSED OC:I'OBER 11, 100~ RF.VISED l'J\RCii 20, >00"1 REVISED SEPT~iOEH l~, 20) !1 18 BUSH, ROED & H!'J'CHl!xGS, HU..". ?.009 MWOR AV£NUE EAS'! S";:.~TTLE, WA 9ED f12 i2G6i ::23-4il4 20160208000458.018 EXHIBITF Legal description of Affiliates' properties Bristol Parcel (Parcel No. 052305-9076) LOT 2 OF CITY OF RENTON LOT LINE ADJUSTMENT NO LUA 99-134-SHPL RECORDING NO 20000131900006 BEING PARCELB OF CITY OF RENTON LOT LINE ADJUSTMENT NO LUA 98-176 LLA RECORDING NO 9902019014 BEING A PORTJON OF GOV LOT 1 IN NW 1/4 OF SECTION 08-23-05 LY NL Y & WL Y OF BURLINGTON NORTHERN RAILROAD CO R/W AND PORTION OF LAKE WASHINGTON SHORELANDS IN SW 1/4 OF SECTION 05-23-05 19 20160208000458.019 Return Address: City Clerk's Office City of Renton 1055 Sputh Grady Way Rentou, WA 98057 Title: DRAINAGE EASEMENT Project File#: 20080630002054.:; 1111111111111111 20080630002054 ALSTON C:OURTNA EAS u.ee PAGEIIIII OF "9 98/31/29118 14:17 KlNG C:OUNTY, UA Property Tax Parcel Number: 082305-9076-03; 082305-9055-0S: 082305-9216-01 Street Intersection or Project Name: Abbreviated legal description: Portions of Lots 2, 3 and 4, SP No. LUA-99-l 34-SHPL, Rec. 20000131900006 Additional legal description: See pages 5 and 6 of this document. Grantor(s): Grantee(s): 1. Building C at Southport, LLC I. City of Renton, a Municipal Corporation 2. JSLANDLLC 3. The Bristol at Southport, LLC 4. Southoort, LLC LEGAL DESCRIPTION: See Exhibit A hereto. EXCISE TAX NOT REQUIRED KlnO co. ~vls\OII 6'/ ~ /\l. . OepulY Ofl'Jlt, i-1 Ml$'~,s'(\ That said Grantor(s), for and in consideration of mutual benefits, do by these presents, grant, bargain, sell, convey, and warrants unto the said Grantee, its successors and ossigns, an easement for drainage with necessary appurtenances over, under, through, across and upon the following described property (the right-of-way) in King County, Washington, more particularly described above, 3129\022:06,77/08 -1-EASEMENT FOR DRAINAGEl TREAD\SECTl DEVELOPMEN1\SOUTHPOR1\BUlWING CAT SOUTHPORT 20080630002054. ,:,,,. For the purpose of constructing, reconstructing, installing, repairing, replacing, enlarging, operating and maintaining storm drainage lines and manholes, together with the right of ingress and egress thereto without prior institution of any suit or proceedings oflaw and without incurring any legal obligation or liability therefor. Following the initial construction of its facilities, Grantee may from time to time construct such additional facilities as it may require. This easement is granted subject to the following terms and conditions: l. The Grantee shall, upon completion of any work within the property covered by the easement, restore the surface of the easement, and any private improvements disturbed or destroyed during execution of the work, as nearly as practicable to the condition they were in immediately before commencement of the work or entry by the Grantee. 2. Granter shall retain the right to use the surface of the easement as long as such use does not interfere with the easement rights granted to the Grantee. Granter shalJ not, however, have the right to: a. Erect or maintain any buildings or structures within the easement~ or b. Plant trees, shrubs or vegetation having deep root patterns which may cause damage to or interfere with the drainage facilities to be placed within the easement by the Grantee; or e. Develop, landscape, or beautify the easement area in any way which would unreasonably increase the costs to the Grantee of restoring the easement area and any private improvements therein. d. Dig, tunnel or perform other forms of construction activities on the property which would disturb the compaction or unearth Grantee's facilities on the right-of-way. or endanger the lateral support facilities. e. Blast within fifteen (15) feet of the right-of-way. f. Erect fences in such a way as to prevent access by the Grantee's vehicles to the Grantee's facilities. Any fence construction must provide for an opening (gated, removeable sections, barriers, etc.) of at least ten (I 0) feet in width. This easement shall run with the land described herein, and shall be binding upon the parties, their heirs, successors in interest and assigns. Granters covenant that they are the lawful owners of the above properties and that they have a good and lawful right to execute this agreement. By this conveyance, Grantor will warrant and defend the sale hereby made unto the Grantee against all and every person or persons, whomsoever, lawfully claiming or to claim the same. This conveyance shall bind the heirs, executors, administrators and assigns forever. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year as written below. See Attachment X hereto. 3129\022:06/27/08 -2-EASEMENT FOR DRAINAGE3 TREAD\SECO DEVELOPMENT\SOUTIWORTIBUILDING CAT SOlITHPORT ATTACHMENT X GRANTORS: BUILDING CAT SOUTHPORT, LLC . JSLANDLLC James R. Landweer, General Manager THE BRISTOL AT SOUTHPORT, LLC By: SOUTHPORT, LLC By: 3129\022:06/27/08 -3- TREAD\SECO DEVELOPMEN'J\SOUTHPORTIBUrLDING CAT SOUTHPORT "'UVOUV.,JoUUU"'UQ'o!o.·_·--· EASEMENT FOR DRAINAGE3 20080630002064.:: Notary Seal must be within box STATEOFWASHINGTON lss COUNTY OF KING ) On this Z7 ti-I day of Jl,l,\rQ.. . 2008, before me personally appeared Michael P. Christ, to me known to be the President ofSECO Developmen~ Inc., the man, er of Building Cat Southport, LLC, the limited liability company that executed iJ5~~f>5/root~ thin instrumen~ and acknowledge the said instrument to be the free and .ry act and deed of said limited liability company, for the uses and purposes • mentioned, and each on oath stated that he was authorized to execute said -STATE Of WASHINGT>Olllu !lent and that the seal affixed is the corporate seal of said corporation. . COMMISSION EXPIRES ~~Ml~ • NOVEMBER 28 2008 --, ., Notary Public in and for the State of Wash~on Notary (Print) TutwJt~ W ~"' My appointment expires: /1-2.H&' Dated: j' V"I'(. 'l 1 ~l,I) 8' Notary Seal must be within box STATE OF WASHINGTON ) SS COUNTY OF KING ) On this '2-1 ""day of ~ 2008, before me personally appeared Notary Public in and for the State ofWashil}g!On Notary(Print) ~~ W Rtt1iY My appointment expires:_~...;{f_--=ic:ci_-=.o_,,f _____ _ Dated: "l'~wc. 2,7. uo € 3129\022:06/27/08 -4-EASEMENT FOR DRA1NAGE3 TREAD\SECO DEVELOPMEN1\SOUTHPORnBUlLDING C AT SOUTHPORT 20080630002054. ::::_:· Notary Seal must be within box STATEOFWASHINGTON )ss COUNTY OF KING ) On this '2.1 t-11 day of 'J~ 2008, before me personally appeared Michael P. Christ, to me known to be the President ofSECO Development, Inc., the manager of The Bristol at Southport, LLC, the limited liability company that executed the within instrument, and acknowledge the said instrument to be the free and '\.-""-'"-..._..._..._. ..... ._. .... """1,untary act and deed of said limited liability company, for the uses and purposes THOMAS W. READ ein mentioned, and each on oath stated that he was authorized to execute said NOTARY PUBLIC i ent and that the seal affixed is the corporate seal of said corporation. STATE OF 1/'/ASHINGTON ~-. M( COMMISSION EXPIR~~----,-_::~:_,_~ --<:4~~:=._;:..:_!:,~~--------l h~N.;;;O.;;VE;;;M.:;;,B;;;:E.;;R.:.:2;;:B:i,2,::008.a.A:otary Public in and for the State ofW11.shin1iion otary (Print) Th"""'-~ W l~NX_ My appointment expires: /1-?.tr-o '6 Dated: "::J' (.Lil'{_ 77. ,cut? Nota,y Seal must be within box STATE OF WASHINGTON ) SS COUNTY OF KING ) On this ? 1 I{, day of J I.W.( 2008, before me personally appeared Michael P. Christ, to me known to be the President of SECO Development, Inc., the '\.-..._.._..._..._....,.."'='~~m,ljger of Southport, LLC, the limited liability company that executed the within THOMAS W. REA s ment, and acknowledge the said ins1rument to be the free and volunta,y act and NOTARY PUBLI f said limited liability company, for the uses and purposes therein mentioned, STATE OF WASHINGTfflf on _oath stated that he was a~thorized to execute said instrument and that the COMMISSION EXPJRJ!51 xed ,s th/rate seal of said corpo t10n. NOVEMBER 28 2008 _.4" ~ ;(JI Notary Public in and for the State of Wasl).ington Notary (Print) 'n.~ U/ ~,cw.{ My appointment expires:-~/_1-~2;;;$-;...· --o___,8"-------- Dated: :t ,.,.,,... ?7 1.w%" 3129\022:06/27/08 -5-EASEMENT FOR DRAJNAGE.l TREADISECO DEVELOPMENTISOUTHPORT\BUILDING CAT SOUTHPORT EXHIBIT A LEGAL DESCRIPTION AN EASEMENT FOR STORM DRAIN BEING STRIPS OF LAND 15.00 FEET IN WIDTH LYING OVER, UNDER, ACROSS AND THROUGH A PORTION OF LOTS 2, 3 AND 4 OF CITY OF RENTON SHORT PLAT No. LUA-99-134-SHPL RECORDED UNDER RECORDING No. 20000 l 31900006 IN KING COUNTY, WASHINGTON, SAID EASEMENT HA YING 7 .50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINES: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE SOUTH 88°48'46" EAST ALONG THE NORTH LINE THEREOF A DISTANCE OF 472.02 FEET TO A POINT HEREINAFTER KNOWN AS POINT "A"; THENCE CONTINUING SOUTH 88°48'46" EAST A DISTANCE OF 85.53 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 37°46'13" EAST A DISTANCE OF 40.55 FEET TO A POINT HEREINAFTER KNOWN AS POINT "B"; THENCE SOUTH 04°46'17" EAST A DISTANCE OF 24.58 FEET TO A POINT HEREINAFTER KNOWN AS POINT "C" THENCE CONTINUING SOUTH 04°46'17" EAST A DISTANCE OF 81.38 FEET TO THE SOUTH LINE OF SAID LOT 3 AND THE TERMINUS OF THIS CENTERLINE AND EASEMENT. TOGETHER WITH STRIPS OF LAND 15.00 FEET IN WIDTH HAVING 7.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINES; BEGINNING AT SAID POINT "B"; THENCE NORTH 61 °56'34" EAST A DISTANCE OF 64.54 FEET TO THE NORTH LINE OF SAID LOT 3 AND THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT SAID POINT "B"; THENCE SOUTH 26°52' 14" WEST A DISTANCE OF 31.65 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT SAID POINT "C"; THENCE NORTH 77°05'59" EAST A DISTANCE OF 45.31 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT SAID POINT "C"; THENCE SOUTH 77°05'59" WEST A DISTANCE OF 24.27 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT. TOGETHER WITH A STRIP OF LAND 15.00 FEET IN WIDTH HAVING 7.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE; 3129\022:06127/08 -6-EASEMENT FOR DRAlNAGE3 TREADISECO DEVELOPMEN'l\SOUIBPORT\BUll.DlNG C AT SOUIBPORT COMMENCING AT AFORESAID POINT "A"; THENCE SOUTH01°11'14" WEST A DISTANCE OF 134.47 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 46°00'27" WEST A DISTANCE OF 207. 71 FEET; THENCE SOUTH 81 °56'23" WEST A DISTANCE OF l 08.23 FEET; 20080630002054 _ ·:··_· THENCE NORTH 43°54'20" WEST A DISTANCE OF 389.96 FEET TO A POINT HEREINAFTER KNOWN AS POJNT "D"; THENCE CONTINUING NORTH 43°54'20" WEST A DISTANCE OF 7.50 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT. TOGETHER WITH A STRIP OF LAND 15.00 FEETIN WIDTH HAVING 7.50FEETON EACH SIDE OF THE FOLLOWJNG DESCRIBED CENTERLJNE; BEGINNING AT THE AFORESAID POINT "D"; THENCE NORTH 80°45' 17" EAST A DISTANCE OF 84.13 FEET; THENCE SOUTH 88°29'33" EAST A DISTANCE OF 31.68 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT. THE SIDELJNES OF SAID EASEMENT TO BE EXTENDED OR SHORTENED TO TERMINATE AT ALL INTERIOR ANGLE POINTS 3129\022:06/27/08 -7-EASEMENT FOR DRAINAGE3 TREAD\SECO DEVELOPMENT\SOUTIJPOR1\BU!LDING CAT SOUTHPORT EXHIBITB DIAGRAM OF EASEMENT AREA [SEE ATTACHED.] 3!291022:06/27/08 .g. TREADISECO DEVELOPMENi\SOUTHPORTIBUILDJNG CAT SOUTHPORT EASEMENT FOR DRA1NAGE3 NORTH 4D.55 NJ7'4S'13"W l'.0.8. 31.68 N88'29'33"W LOT 2 EXHIBITB STORM DRAIN EASEMENT SCALE: 1" = 1 oo· 0 100' LOT C LUA 98-176-LLA REC. No. 9902019014 LCII' i CITY or RENTON SHORT PLAT No. LUA-99-134-SHPL REC. No. 2000131900006 BRISTOL II AT SOUTHPORT LOi A 200' LUA 98-176-LLA REC, No, 9902019014 Gene.raterl b'"' T~UPDF.t.JEI !=valuation JSranCh :14AK;User ,Al,J{R Order: 648347T Station ID :BVRK 20080630002051>.001 Return Address: City Clerk's Office City of Renton 1055 South Grady Way Renton, WA 98057 1111111111111111 2008063 002055 ~1c:gj.!R~ EIIS 411,M ~,t.r.rt!~l\7 SANITARY SEWER UTILITY EASEMENT Property Tax Parcel Number. 082305-9076-03; 082305-905S-05; 08l30S-92I6-0I Prcje<:t File#; Street Intersection or Pr,oject Name: Jleference Nnmber(s) of Documents assigned or released: NIA Abbre<iated legal description: Portion of Lots 2, 3 and 4, SP No. LUA-99-134-SHPL, Rec. 2000013 l 900006 Additional legal description: See pages Sand 6 of this document Grantor(s): Grantee(s): 1. Building C at Southport, LLC 1. City of Renton, a Municipal Corporation 2. JSLANDLLC 3. The Bristol at Southport, LLC 4. Southno'"' LLC The Grantor(sh as named above, for and In consideration ofmurual benefils., do by these present~ g_ranl, bargain, £ell, convey, uKI wamm1 untQ the above :named Grantee~ ils. suecefJSOrs end assignSi. an easement for public s1tt1ilary ~·er ,,vith ne«s$81')' .appu.rtena.nee!l ov~r~ und-cr. through, across and upon the following de:scnbcd property (the right-of-way) in King Co11nry, Washington, more partic:ul~y descrihed as follows: See attached Exhibit A. EXCISE TAX NO,: REQUIRED !(Ing CG. P mcrlllslOn av d. A. tJ. . Depul)' i)AVq;, H ~.<f\ 3l29\022:061"27/0(lj -·· EASEMENT FOR SANITARY SEWE'R.3 TREAD\SE.C-0 OOVELOPMr;N'T\SOUTHPOR1"\BU1LD1NO CAT SOUlHl'ORT KING, WA Documcnt:EAS 2008.0630002055 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Page:! of 8 Gene.rate cl b"'laUf'nF. l)IFI F-11aluation tlranch :1< .K.,lJser .AGAR Order : 648347T Station ID :BVRK 20080630002055.002 For the purpose of constructing, reconstructing. insta .. 11ing:, repairing,. replacing~ enlayging, operating and maintaining sanitary sew"er utilities and utility pipelines_ together with the right of ingress and egress thereto without prior institution of any suit or proceedings of law and without incurring .any legal obligation or liability therefor. Fo1lo't\1ng the initial constru.ction of its fuciHties~ Grant.et, may from time to time eonstruct such additional facilities as it may require. This easement is granted subject to th.e following terms and conditions.: l. The Grantee sbalL upoo completion of any work within the property c:overed by the easement,. restore the surfuce of the etlSC(()cflt, and any private hnprovcments. diSturbcd or destr.oycd during execution ofthe work, as ncar]y as practicebJe to the condition they were in immediately before commencement O'fthe work or entry by the Grantee. 2. Grantor shall .retain the right to use the surface of the easement as long as such use.does. not in1erfere with the easement rights granted to 1he (",ren1eo. Grantor shall not. however, have the right to: a. Erect ormainLain any bLJild.ings or :structures within the easement; or b. Plant trees, shrubs or vegetation having deep root patterns which may cause damage lO or interfere with the utilities to be placed within the easement by the Grantee; or c. Devel°"' landscape, or beautify the cescment area in My wa.y whk:ih would unreasonably increase the costs to the Gnmtee ofrnstodng the ea.~ent area.and any private improvoncrits therein. d. Dig. turmel or pe-rfonn other forms of construction activities on the properly which would disturb the cQmpsC1fon or uneai,h Oran1ee'$ facifilie:.. on lhe right-of-way, or t:ndan-8(:r the bucrnt SI.IPJX)ft f(lcililies. c. Blast within fifteen (15) fue.t of the right-of-way. This easement shall run with the land described herein, and shall be binding upon the parties, their heirst successors In -interest and assigns. Grantors covenant that they are the lawful owners of the above properties and that they have a good and lawful right to execute this ag,eement. By this conveyance. Grantor wilJ warrant and defend the sale hereby made unto the Grantee against all and every person or persons~ whomsoever" lawfully claiming or to claim the same. This conveyance shell bind the heirs. executo~ administrators and assjgns forever. iN WITNESS WHEREOF~ said GTantor has caused this instrument to be executed this __ day of. ____ 2008. See attachment X hereto. 3129\022:06127/0l! -2- TREAI.Y,SI::(.."() OEVFJ..OPMENT\SOUTHPORT\BUILDING CAT SotrTl-TPORT KING, WA Documcnt:EAS 2008.0630002055 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET EASEMENT FOR SANITARY SEWER3 Page:2 of 8 Order : 648347T ATTACHMENT X GRANTORS: BUILDING CAT SOUTHPORT, LLC By: SECO Development, Inc., its manager By:~~ JSLANDLLC By:~8~_) ~Landweer, General Manager THE BRISTOL AT SOUTHPORT, LLC By: SECO Development, Inc., its manager By:~ Michael P. Christ, President SOUTHPORT, LLC By: 3129\022'.06127!08 .3. TREAD'\SECO DEVUl,..OPMENT\SQUTHP()Rl\BUILDINO CAT SOUTHPORT KING, WA Document:EAS 2008.0630002055 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Station ID :BVRK 200B0630002065.003 J;A.$EMEt,.."T FOR SANlTA'R.Y SEWF.R3 Page:3 of 8 GenerateDF.t:,JFI F-11aluation HranCh ~ AK;User .AGAR Order : 648347T Station ID :BVRK 20080630002065.004 Notary Seal must be within bo~ STATEOFWASH!NGTON )ss COUNTY OF KING ) On this '27 ~ day of~ :s~ • 2008, before me r,ersonally appcar.ed Michael P. Christ. to m(: known to be the President of SECO Development. Jnc., the manager of Building Cat Southport, LLC, the limited liability company that exec.uted the within instnnnetl~ and acknowledg_e the-said intitrument 10 he the free and ' . luntary act and detld of seJ,;.1 limited liability company. for the uses and pu'l)Oscs THOMAS W. READ crcin mentioned, and each on oath stat'Cd that he was authorized to execute fiaicl NOTARY PUBLIC , j.51rUment and that the seal affixed is the corporate. ica1 of said corporation. • STA1E OF WASHINGTON .. ~AJ!h. . COMMISSION EXPIR-=-.. NOVEMBER 28 2008 ~otal)' Public in and for the State of Wt~ · · Nota,y (Print) ~ W Notary Sea] must be within box My appointment expires: fl-2-&--g8 i, Dated: °;I<Mr<. ?Ll'fs' . STATEOFWASHINGTON lss COUNTY OF KING ) On this '2 7it,,day of "'!.,..vc 2008, before mo ~nally appeared ---_____ _. ,--- James R. Lmdweer. to me known to be the: General Mmager of JSLAND LLC, ll'le limited liability company that executed the within instru.mct1t, and acknowledge the ]r";'t~~~'iAu~tiJ~·~·:;:1:rwnen• lo be lhe free and v-oJunui.ry Bel and deed of said limited liability y, for the uses and purposes therein mentioned, &nd each on oath SlatOd. th&t authorized co exeoutc:: $&id instrument and that the seal affixed is the corporate said corpo tion. ~ .(4t/w Public in and for the Slate ofWa,.ihington Notary (Print) __ ~.......=cc.....cct~W,......,...,f.t.._....C~------ My appointment e><pires: _____ _,1,,1_-.=~:,,_---0-=c,,_& ______ _ Dated: ';!j \Mrt }_ °7 'U(.I r 3129\022:06127/08 -4- TREAD'ISECO D~VELOPM ENl',SOUTHPOR1'BU1Ll>iNG C AT SOUTHPORT KING, WA Document:EAS 2008.0630002055 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET F.ASEMENT POR SANlTAllY SEWER3 Page:4 of 8 Generateri b11-laUE=>nF.l)JFI E11aluation Hranch :'l'. K;User .:;.n;AR Order : 648347T Station ID :BVRK 20060630002055.005 1'otary Seal must be within box STATE OF WASHINGTON ) SS COUNTY OF KING ) On th;s ? 71'-day of -;Ju..,.e. . 2008.., before me: personally 8J)J)eilred Michael P. Christ, to me knnwn to be the President of SECO Development, lnc., the manager of The Bristol at Southport. LLC. the 1hnitcd liability campany that executed lhe wi'lhin instn.unent. an.d ackno\\1edge the said instrument to be the free and ,... lai)' act and deed of said li:rnitcd liability oompany, for tbe U"SCS and purposes rJo~AAV p REA(r l,in nientioncd, and =h on oath seated that ho wa, authorized to ex"'""' ,.;d • UBLI ns 1-ument ond that the seal afJ",xed ;, the oov of,.;d corporation . • STATE Of WASHINGTON · ~ Ii/' . COMMISS!'JN EXPIRES " ~ NOVEMBER 28. 20 ary Public in and for the State ofWash~on . Notary (Print) Thw,...i W K..._ My appointm.ent expires: tl-) g:-C - Dated: :f (Mr'(. ?,. ~ «> 8' Notary Seal must be within. box STATE OF WASHINGTON ) SS COUNTY OF KING ) On the, '2. -r+"day of :Jw.rc.. • 2008~ bc:forc me personally nppce.red Mic:hacl P. Christ. to me known to be the Presidenl ofSECO Development, Ine., 1he manager of Southport. LLC, 1hc limilcd liabHlty company that executed the within THOMAS W. READ d l!x:f of utd !imiled liabnity company, for the: uses and purposes 1hc1ein mentioned, ~ · rument, ond 8':knowledge the said instrument 10 be the free and voluntary act aod NOTARY PUBLIC a,~ each on oath stated that he was ,uth(n'ir,4 to <><oouk said ;ns1mment and tho! 1hc • STATE OF WASHING101'' ~ .m,ed ;, the «>rpornlC ...i ohaid corr,o!jon. ' COMMISS!QN EXPIRES ~ ~ A.I/ f>, ' NOVEMBER 28 2008 . r 5tary Public in and for the State ofWa::::J1on Notary (Print) ~~ W ~ My appointment ex.pires: 11-ii---of Dated: Jo.wt. 27 iw.l" 3129\022."()6/27/0$ -$· TREAD\SECO DCVl:.LOPMDNT\SOUTHPORTIJ3UJWINV C AT SOU'TIWORT KING, WA Document:EAS 2008.0630002055 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET EASEMENT FOil: SA1''IT ARV SEWER3 Page:5 of 8 Generateri b1t-, Taue>nF.NFI F_i,aluation 1SranCl1 :'J<I AK;User :~AR 0 rder : 64834 7T Station ID :BVRK 20060630002055.006 EXHIBIT A LEGAL DESCRIPTION AN EASEMENT FOR SANITARY SEWER BEING A STRJP OF LAND 15.00 FEET IN WIDTH LYING OVER, UNDER, ACROSS AND THROUGH A PORTION OF LOTS 2, 3 AND 4 OF THE CITY OF RENTON SHORT PLAT No. LUA-99-134-SHPL RECORDED UNDER RECORDING No. 20000131900006 IN KING COUNTY, WASHINGTON, SAID EASEMENT HAVING 7.50 FEET ON EACH SIDE OF TifE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE MOST SOUTHERLY CORNER OF SAID LOT 3; THENCE NORTH 82°49'09" WEST ALONG THE SOUTHERLY LINE OF SAID LOT 3, A DISTANCE OF 49. 74 FEET TO THE POINT OF BEGINNING; 11IENCE NORTH 23°37'32" WEST A DISTANCE OF I 5.46 FEET TO A POINT HEREINAFTER KNOWN AS POINT "A"; THENCE NORTH 49°18'00" WEST A DISTANCE OF 65.94 FEET; THENCE NORTH 43°01'07" WEST A DISTANCE OF 32.70 FEET TO A POINT HEREINAFTER KNOWN AS POINT "B"; THENCE CONTINUING NORTH 43°0 I '07" WEST A DISTANCE OF 21.00 FEET TO A POINT HEREINAFTER KNOWN AS POINT "C"; THENCE CONTINUING NORTH 43°0 I '07" WEST A DISTANCE OF 53 .00 FEET TO A POINT HEREINAFTER KNOWN AS POINT "D"; THENCE CONTINUING NORTH 43°01'07" WEST A DISTANCE OF 252.86 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT. TOGETHER WITH STRJPS OF LAND 15.00 FEET IN WIDTH HAVING 7.50 FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINES; BEGINNING AT THE AFORESAID POINT "A"; THENCE NORTH 23°24'17" EAST A DISTANCE OF 28.72 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT THE AFORESAID POINT "B"; THENCE NORTH 46°58'53" BAST A DISTANCE OF 23 .04 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT THE AFORESAID POINT "C"; THENCE NORTH 46°58'53" EAST A DISTANCE OF 2.9.70 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT THE AFORESAID POINT "D"; THENCE NORTH 46°58'53" EAST A DISTANCE OF 29.70 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; THE SIDELINES OF SAID EASEMENT TO BE EXTENDED OR SHORTENED TO TERMINATE AT ALL INTERIOR ANGLE POINTS 3129\0l.2:06/27/08 -6- TREAD\SECO DE\'El..OPMENT\SOUTIIPOR1'tmn..DING CAT SOUTHPORT KING, WA Document:EAS 2008.0630002055 Printed on:1/712014 8:20 AM Click here to unlock TallPDF.NET EASEMl!N1' FOR SANITARY SEW.ER) Page:6 of 8 Genernterl. b"' TaUE'DF.\'FI Evaluation .uranCh :t AK;User .At;A]{ Order : 648347T EXIJJBITB DIAGRAM OF EASEMENT AREA [SEE ATTACHED.] 3129\022:06127/0l! .7. TRf..AD\SECO DEVELOPMENT\SOlJTHPOR1\BlJJLDlNG CAT SOUTHPORT KING, WA Document:EAS 2008.0630002055 Printed on:l/7/2014 8:20 AM Click here to unlock TallPDF.NET Station ID :BVRK 20080630002055.007 CASEMENT FOR SANITARY SEWl.:.R.3 Page:7 of 8 Generateri b"';-T aUPn F. t,JFI F.11aluation tlranCh ;1•AK.;User .~AR Order : 648347T Station ID :BVRK EXHIBITB SANITARY-SEWER EASEMENT @ SCALE: 1" "' 100· NORTH 21,00 ,,. W43'01'07"W , , , ,/ 0 Gene Couloo 1'<>¥k L.OU CITY Of' ~E;t<TON SHO~T PLAT No. !.l.lA-9e-13<t-S11Pl,._REC. No. KING COUNTY, WASHING,uN BfllSTOL I AT 80\l11iPORT KING, WA Document:EAS 2008.0630002055 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET 100' 200' 200001311)00006 \ UR REC. No. 990~01901~ UIE 6C!Slll1.E ll: 15.46 !<23"37'32" ~, l.2: 28.72 t,12374·,r· E L.3: ~2.70 ~'01'07"W l<: ao, N-16'58'53"E LS; 29.,o N.f6"58'SJ.·r LS'. 29.70 N4'6"58'53"'E EXPIRES: ;>/1~/C."I 200806S0002066.008 Page:8 of 8 Order : 648347T Station ID :BVRK 20080630002056.001 Retum .Address: City Clerk's Office City of Renton 1055 South Grady Way Renton. WA 98055 WATER UTILITY EASEMENT Project Fil•#; Property Tax Parcel Number: 082305-9055-05; 082305-9.216-01 Street ln~ion or Project Name: Reference Number(•) of Documents assigned or released: NIA Abbreviated legal description: Portion of Lots 3 and 4, SP No. LUA-99-134-SHPL, Rec. 20000 l 31900006 Additional legal description: Sec pages 5 and 6 of this document. Grantor(s): Grantee(s): l. Building C at Southport, LLC 1. City of Renton, a Municipal Corporation 2. JSLANDLLC 3. Southr,ort. LLC The Grantot(s). as name.d. abov~ f c,,-er.id in considenltlon of mutuaJ benefits and olher vaJuablc ronslderation, do by lhese pres~ts., gmn~ bargain,. sell, convey~ and wnntun unto the above named Grantee, its Sll(;CUSOtS end assisns.. on easement for public wall!:r Hne with necessary appurtenances. over. und~r. through, across and upon the following described properly (the right-of~way) in King County, Washington., more particularly described as follo·ws: See attached Exhibit A. EXCISE TAX NOT REQUIRED 1<11,g Oo. R-DMslon SI' 3129\021:06127/08 -1- TREAO\SECO DEYfl.OPMENT\SOUTHPOR1"BUJLD1NO CAT $01:m-JPORT KING, WA Document:EAS 2008.0630002056 Printed on:l/7/2014 8:20 AM Click here to unlock TallPDF.NET l)a.PII\Y EASEMENT FOR WATERl Page:! of 9 Gene.rateri bi,,laUE'jJ.F.l;JFT F-"aluation tsranfh ~· K,1Jser .AG..ra Order: 648347T Station ID :BVRK 20080630002056.002 For rlie purpose of COtl$tructiog, reconstructing, installing) repairing. replacing~ enlargin& operating and maintaining Water Linc utilities and utility plpelines.. together with the right of ingress and egress thereto without prior institution of any suit or proceedings of law and without incun"ing any legal obligation or liability therefur, Following the initial construction of its facilities., Grantee may from time to time construct such additional facilities as it may require. This easement is granted subject to the following terms and conditions: 1. Tbc Grantee shall, upon comp]$'(ion of ll!lY work within the propeny cowred by th<: easement, restore lhe surface of the casement, and any private-impr,overnents disturbed or destroyed during execution of the work, as n~rly as praetice.ble to the condition they WCJ'c in lmmed.iately before commencement of the work or en.try by lhe G~tee. 2. Gtantor Mall retain the right to use the sud.ace of the easement as long as such use docs not interfere with 1he ~ement ;righ1s granted to the Grantee. Oran1or shal1 nQt. howe,·et. have 'lhe right to: a. Ere.cl. or maintain ally b,ui1din,g$.-OJ s.tructwes within the easement; or b. Plant trees, shnibs or vea.etation having deep roo1 patterns which may cause clamage to or interfcr(: with the utiltties lo be :plaeed witb.io the ea.~ment b)i the Grantee; or c. Develop, landscape., or beautify the c~t area in any way which would unreasonably increase: tile. cmts to th~ Grantee of-restoring the easement ilfC:D and any private lmprovemco~ therein. d. Dig, tunnet or perform other forms of construction activities on the property which wou1d disturb the compaction or unearth Grantee's facilities on the rigln-of•v.'8)'. or endanger the laleral support fru:ilities.. e. 81aS1 within fifteen (IS) feet Qfthe. right.-.cf-way. This easement shall run with the Jand described herein, and shall be binding upon the parties. their heirs, suCce5,f!;ors in interest and assigns.. Gran tors covenant that they are the lawful owners of the above properties and that they have a good and lawfu I right to execute this agreement. By this conveyance, Grantor win warrant and defend the sale hereby made unto the Grantee against all and every person or persons, 'Whomsoever, lawfully claiming or to claim the same. This conveyance shall bind the heirs. executors, administrators and assigns forever. IN WTTNESS WHEREOF, sHid Gmn1or ha.,;: caused this instrument to be cx.ccuied 1his __ day of 2008. See Attachment X hereto. 3129\()22;06!.!7/08 ·2· TREAO\SECO DFVELOPMEN"n.~OUTI',fJ"ORT\BUILDrNG C Ai sournPORT KING, WA Document:EAS 2008.0630002056 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET EASEMEN1 FOK WATER:3 Page:2 of 9 Generatert b-,_ TaUP.DF.l;JFI F-"aluation tlranch :1<AK,User .J{l;~ GRANTORS: Order : 648347T ATTACHMENT X BUILDING CAT SOUTHPORT, LLC ,JSL~"'JD LLC A~ _) By: § ~.A:f?~..,._ . ._ __ #£ Landweer, General Manager SOUTHPORT, LLC By: SECO Development, Inc., its manager By:~ MtchaclP. Christ,resident 3129\0:>l:06.~7/08 -3- TREAO\SECO DEVCLOPMENl\SOU'Jl-fPORnBUILDJNG CAT SOUTHPORT KING, WA Document:EAS 2008.0630002056 Printed on:J/7/2014 8:20 AM Click here to unlock TallPDF.NET Station ID :BVRK 20080630002056.003 EASEMENT FOR WATER3 Page:3 of9 Gene.raterl bv.. TaUe'DF.J:IEI Ellaluation isranCh :'t'AK;User .JU.i.AR Order : 648347T Station ID :BVRK 20080630002066.004 Notary Seat must be wilhin box. STATEOFWASHJNGTON )ss COUNTY OF KING ) On this ? 7-14\ day of "=l U.JJ(. 2008, before me personnUy appea'l'ed Michael P. Christ. to me known to he the President of SECO Development, rnc., the manager of Building Cat S1;mthpo~ Ll . .C. the limilOd liability compmty that executed ~"";::;<..,~,+~~-::!'!~!::"""¥ within instrwncnt. and acknowledge: the .said instrument to be the free and THOMAS W. READ v Jun.tat)' act and. deed of said lhnited liabiti1y company, for the uses and rurpo~ NOTARY PUBLIC . in u,enlioned, and coch on Olllh staled that he was a1Ilhori1.ed to execute said STATE OF WASHINGTON cnt and ~mxc<1 ,s tho corpomt orsa1d corponiuon. c~~:~~~g~IRES ~~ .4, Notary Seal must be within box tat)' Public in and for the State of V,(ashiJWon Notary (Print) -~===~__:_W=-...,~=,..X='------ My appointment expires: fl-L}---C/{ Dated: -;:! v.vt. 2 '7 "2W % STATE OF WASHINGTON ) SS COUNTY OF KING ) On this ] 1 ~oy of :Jt.«r<.. . 2008. before me pen;onally oppeared James R. Lllndweer~ to me known to be the Gcncra.J Manager of JSLAND LLC, lhc limited 1 · bilitY ,company tba1 executed the within inslrument, and acknowledge the ._...,,~~':"!:-::":~"it.!: rument to be the free and voluntary ar;:t a-nd deed of said limited liability THOMAS W · R ~ for the uses and purposes therein mentioned, and each on oath state4 that NOT fl.RY PU ;horized to_ execuie said instrument and that the ..,.I affixed i< the corporate STATE OF W,~,SHIN&lOM .d corpor.uon t?aJ) COMMISSlcJN EXPIRES .: ••... , ,,/ NOVEMBER 28 2008 .......,...,~,..:.,..-....C..,/W,-.,..-'c:--=--=-,-:-:-----------1 · Notary Public in and for the State of ,Washjngton Notary (Print) ~ &l/ /t<.o..{ My appointment expires:.~_._f(._~_.ll-e1.,_-,::<>.,.E.__ ______ _ Dated; ::l ""1-f. 2-7 U(.) ).129\022:1)6127 lll8 -4- TREAO\SECO DEVEJ . .Ol"MF.NT\SOUTHPORT\BUILDJNG CAT SOUTHPORT KING, WA Document:EAS 2008.0630002056 Printed on:117/2014 8:20 AM Click here to unlock TallPDF.NET EAS.fil.1ENT FOR WAT£~) Page:4 of 9 Genernteri b'"' TaUP.DF.l:JFI Evaluation Hranch :-.t AK,User .;.R;.iOl Order: 648347T Station ID :BVRK 20080630002066.005 Notary Seal mus\ be within box. STATE OF WASHINGTON ) SS COUNTY OF KING ) o,, this 21tt,.dayof ~ 2008, before me personally 11ppeared Michac.l P. Christ,. to me knovm to be the President of SECO Development. Inc., lhc manMg«-0fS0uthport,. U..C. the limited liability company that ~~u100 the within instrument, and acknowledge the &aid -inslrum(;f1.t 1() he the free and voiuntary act and . . -..... d of &aid limhed 1-iatNlhy .t:Qmpany. fur the uses aocl purpo~ therein mem!.oned, THOMAS W. READ l f.d each on oath stated that be was authorin::d to -execute said in5trumc:nt and that the . NOTARY PUBLIC , ,al affiud is lhc corporate ..,,1 of said corpflon . STATE OF WP.SHINGTON " ~ ,,(//' a. . COMMISSION EXPIRc" . NOVEMBER 28. 2008 otary Public in and for the State ofW~~n · otary (Print) ~l w f My appointment expires: 11-lt-Q:B Dated: "3 "-'-"(.. 27 'UV€ 3l29\022:06/27I08 -5· EASEMENT FOR \VATER3 TREAD\SECO DEVELOPMBNl\SOt..rrnPORT\BUJLDlNG CAT SOlmlPORT KING, WA Document:EAS 2008.0630002056 Printed on:1/712014 8:20 AM Click here to unlock TallPDF.NET Page:5 of 9 Gene.raterl b11-.laUE>DF.r:,JFI Evaluation tsranCh :'l<. K,lJSer .A1.;JG{ Order: 648347T Station ID :BVRK 20080630002056.006 EXHIBIT A LEGAL DESCRIPTION AN EASEMENT FOR WATERLINE AND APPURTENANCES BEING A STRIP OF LAND 15.00 FEET IN WIDTH L YJNG OVER, UNDER, ACROSS AND THROUGH A PORTION OF LOTS 3 AND 4 CITY OF RENTON SHORT PLAT No. LUA-99-134-SHPL RECORDED UNDER RECORDING No. 20000131900006 IN KING COUNTY, W ASJUNGTON, SAID EASEMENT HAVING 7 .SO FEET ON EACH SIDE OF THE FOLLOWING DESCRIBED CENTERLINE: COMMENCING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE SOUTH 88°48'46" EAST ALONG THE NORTH LINE THEREOF A DISTANCE OF 536.56 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 01°11'14" WEST A DISTANCE OF 34.81 FEET; THENCE SOUTH 46°50'44" WEST A DISTANCE OF 51.6$ FEET; THENCE S0UTHOJ 0 l l'l4" \VEST A DISTANCE OF 25.17 FEET TO A POINT HEREINAFTER KNOWN AS POINT "A"; THENCE CONTINUING SOUTH O 1°11 '14" WEST A DISTANCE OF 28.87 FEET; THENCE SOUTH 46°41'38" WEST A DISTANCE OF 51.54 FEET TO A POINT HEREINAFTER KNOWN AS POINT "B" ; THENCE CONTINUING SOUTH 46°41 '38" WEST A DISTANCE OF 22.57 FEET TO A POINT HEREINAFTER KNOWN AS POINT "C" ; THENCE CONTINUING SOUTH 46°41 '38" WEST A DISTANCE OF I 09.84 FEET TO A POINT HEREINAFTER KNOWN AS POINT "D" ; THENCE CONTINUING SOUTH 46°41'38" WEST A DISTANCE OF 66.47 FEET; THENCE SOUTH 69°24'49" WEST A DISTANCE OF 48.70 FEET; THENCE NORTH 86°53'57" WEST A DISTANCE OF 33.83 FEET; THENCE NORTH 66°07'20" WEST A DISTANCE OF 33.69 FEET; THENCE NORTH 42°54'09" WEST A DISTANCE OF 152.92 FEET TO A POINT HEREINAFTER KNOWN AS POINT "E"; THENCE CO:NTINUINO NORTH 42°54'09" WEST A DISTANCE OF 162.34 FEET TO A POINT HEREINAFTER KNOWN AS POJNT "F: ; THENCE CONTINUING NORTH 42°54'09" WEST A DISTANCE OF 7 .50 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT. TOGETHER WITH STRIPS OF LAND 15.00 FEET lN WIDTH HAVlNG 7.50 FEET ON EACH SIDE OF THE l'OLLOWJNG DESCRIBED CENTERLINES; BEGINNING AT THE AFORESAID POINT "A"; THENCE SOUTH 88°48'46" EAST A DISTANCE OF 16.57 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT THE AFORESAID POINT "B"; THENCE NORTH 43°18'22" WEST A DISTANCE OF 29.17 FEET TO THE TERMINUS OF SAID CENTElU..INE AND EASEMENT; 3)29\022:06/27/08 r6,. TREAD\SECO DEV£LOPMEN1'\SOUTHPORT\BUll.DING CAT SOUTHPORT KING, WA Document:EAS 2008.0630002056 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET EASEMENT FOR WAT.ER3 Page:6 of 9 Generateri bv.. TaUE'nF.t,JFI F11aluation JjranCh :'t'AK;User .AG...nt Order : 648347T Station ID :BVRK 20080630002066.007 BEGINNING AT THE AFORESAID POINT "C"; THENCE NORTH 43°18'22" WEST A DISTANCE OF 33.61 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT THE AFORESAID POINT "D"; THENCE NORTH 43°18'22" WEST A DISTANCE OF 24.02 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT THE AFORESAID POJNT "E"; THENCE NORTH 47"05'S I" EAST A DISTANCE OF 23.69 FEET TO THE TERMINUS OF SAID CENTERLINE AND EASEMENT; BEGINNING AT THE AFORESAID POINT "P; THENCE NORTH 47°05'51" EAST A DISTANCE OF 19.46 FEET TO THE TERMINUS OF SAID CENTERLINF. AND EASEMENT; THE SIDELINES OF SAID EASMENT TO BE EXTENDED OR SHORTENED TO TERMINATE AT ALL INTERIOR ANGLE POINTS 3]29\022!06127/01;!: .,. TREAD\SEC0 DBVELOPMEN1\SOUTH'POR1'BU!t.DING C A"J' SOUUlPORT KING, WA Document:EAS 2008.0630002056 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET EASEMENT FOi{ WATER.3 Page:7 of9 Gene.raterl b,._, TaUPDF.r:,JFT F-11aluation tsranch :-t AK;user .:A"'GAR Order : 648347T EXHIBITB DIAGRAM OF EASEMENT AREA [SEE ATTACHED.] 3129\0-2:2:66/27/08 ~ft~ TREAC>\SECO DEVE<.OPMENT\SOUTHPORTlllUJU>lNO CAT SOtrrllPORT KING. WA Document:EAS 2008.0630002056 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Station ID :BVRK 20060630002056. 008 EASEMENT FOR WATER3 Page:8 of 9 Genernterl b'<C TauenF.tJFI F.llaluation J:SranCh :1<Ax·;User .:.U:,XH Order : 648347T EX1l1BITB \VATERLINE EASE!\,[ENT · Gene Coulon Pork __ NW CORNER OF LOT 3 L01' 4 LOTS CITY OF RENTON SHORT Pl.AT No. UIA-9Q-1 ,34-SHP!..~ REC, No. KING COUNTY, WASHINGTON 8"ISTOI.. DAT~ , .,,,, .... .,,"' LOT A ll'-! REC, Nci, sso,019014 LINE SCIWJl.E U: 29.t~ NiJ'IB'22"W L2: 22.57 ""'3"4l'38"C l.'l: JJ.61 li~18'22"W l~: 24.02 N4J1S'22"W LS: 3J.8l 1185'5J'57"W Ui: 23.6B H4?'115'5!"l: L?: ?.50 H~2'li4'00"W SCALE: 1" "' 1 oo· ,- 0 100' 200' KING, WA Document:EAS 2008.0630002056 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Station JD :BVRK 20080630002066 .009 NORTH Page:9 of 9 Generateri b..._ TaUP.DF.tJFT Evaluation Hranch' ~AK,User .AGAH Order : 648347T Station JD :BVRK • WHEN RECORDED RETURN TO: George Ler1kanlltham Pugel Sound Energy, Inc. P~el S<Jund Energy Buildlnc I 088S NE 4" Slrfft I&,. Floor Soulh B<,llevue, WA 98004 Document Title: Storm Drainage Easement Agreement Grantor: I. Building C at Southport, LLC 2. JSLAND LLC 3. Southport, LLC 4. Southport One, LLC Grantee: Puget Sound Energy, Inc. Legal DeKriptlon: EXCISE TAX NOT REQUIRED s~f:i~ty Abbreviated Legal Description: Lots 3 and 4, City of Renton Short Plat No. LUA-99-134-SHLP Full Legal Description: See Exhibits A·C auached Assessor's Tax Parcel Nos.: 082305-9055-05 Reference Nos. of Documena; Released or Assigned: NIA STORM DRAINAGE EASEMENT AGREEMENT THIS STORM DRAINAGE EASEMENT AGREEMENT (this "Agreement") is made as of fflb'4112Y 4,-, 2013 by and between BUILDING C ATSOUTHPORT, LLC, a Washington flimited liabiHty company, JSLAND LLC, a Washington limited liability company,SOUTHPORT, LLC, a Washington limited liability company and SOUl'HPORT ONE, LLC, a Washington. limited liability company (jointly and severally, "Grantor") and PUGET SOUND ENERGY, INC., a Washington corporation (''Grantee"). RECITALS A. Grantor owns certai11 real property locat,:,d in King County, Washington and more particularly described on Exhibit A attached to this Agreement ("Grantor's Property"). Grantee owns certain real property adjacent to Grantor's Property and more particularly described on Exhibit B attached to this Agreement ("Grantee's Property"). B. Grantor and Grantee desire to enter into this Agreement to create an easement over Grantor's Property to benefit Grantee's Property. KING, WA Document:EAS 2013.0207001325 Printed on:11712014 8:20 AM Page:! of 14 Click here to unlock TallPDF.NET Generateri blh TaU~DF.1:,,IFT F-"aluation nranCh :'tAK;User .AGA"H Order : 648347T AGREEMENT Station TD :BVRK For valuable consideration, the receipt and sufficiency of which are acknowledged, Grantor and Grantee agree as follows: I. Grant of Easement. Grantor bargains, sells and conveys to Grantee a non- exclusive, perpetual easement (the "Storm Drainage Easement") over, across, along, in, upon, under and through the Storm Drainage Easement Area (as defined in Section 2 below) of Grantor's Property for the purpose of operating, maintaining, replacing and using an underground storm sewer drainage facilities. ,, (;) 2. Location of Easement Area. ~~~n of the Storm Drainage Easement Area is more particularly described in Exhibit C al'tached to this Agreement. Grantor shall have the right to relocate the Storm Drainage Easement Area granted under this Agreement without Grantee's consent; provided, however, that Grantor shall first nolify Grantee of Grantor's intent to relocate the Storm Drainage Easement Area. If Grantor relocates the Storm Drainage Easement, Grantor shall, at its sole cost and expense, relocate or replace the storm drainage sewer facilities installed by Grantee within the Storm Drainage Easement Area to the new easement area prior to removal of the existing facilities. Upon relocation of such facilities, Grantor and Grantee shall execute an amendment to this Agreement, which Amendment will show the new location of the Storm Drainage Easement Area. 3. I!.!:m. The Storm Drainage Easement granted under this Agreement will be effective as of the date this Agreement is recorded and is perpetual. 4. Costs of Maintenance. Grantee shall bear and promptly pay all costs and expenses, except as provided in Section 2 of the maintenance of the srorm drainage sewer facilities within the Storm Drainage Easement Area. 5. Cornp)jance with Laws. Grantee shall obtain all permits and consents that may be required to perform the construction and installation contemplated under this Agreement. Grantee shall comply at all times with all laws, statutes, ordinances, rules and regulations now or hereafter in effect regarding Grantee's use of the Easement Area. 6. Maintenance of Storm Drainage Sewer Facilities. Grantee shall use Grantee's reasonable effor1s to avoid causing any damage to, or interference with, any improvements in the Storm Drainage Easement Area and to minimize any disruption or inconvenience to Grantor and any tenant or other person who occupies Grantor's Property. After Grantee has completed any required maintenance of its storm drainage sewer facilities, Grantee shall, at Grantee's sole cost and expense, promptly remove Grantee's construction equipment and materials from the Easement Area and will repair, replace and restore the surface of the Storm Drainage Easement Area to a functional condition reasonably comparable to the Easement Area immediately prior to the commencement of Grantee's work. 11,e repair, replacement and res!oration work includes, wiihout limitation, the repair (or if necessary, replacement) of any structures, driveways, fences, landscaping, utility lines or other improvements on the Easement Area that were damaged, removed or destroyed by Grantee. Grantee accepts the Storm Drainage Easement with the knowledge that Grantor has improved or intends to improve the surface area of the Storm KING, WA Document:EAS 2013.0207001325 Printed on:l/712014 8:20 AM Click here to unlock TallPDF.NET Page:2 of 14 Generateri b1t, TaUE'DF.t,JFI E11aluation HranCh :'}< AK;User .AGAH Order : 648347T Station ID :BVRK Drainage Easement Area for motor vehicle and pedestrian access., driveways and roadways, landscaping, sidewalks, curbs, light standards, signage and similar uses, and Grantee shall exercise its rights under this Agreement in such e manner as to not materially interfere with Grantor's use of the surface area of the Easement Area. 7. ~-Grantee v.~11 not permit any claim, lien or other encumbrance arising from Grantee's construction work under this Agreement to accrue against or attach to Grantor's Property. 8. Hazardous Materials. Grantee shall not cause or allow any Hazardous Materials (as defined in this Section 8) to enter onto any portion of Grantor's Property at any time except in compliance with all applicable law, and Grantee shall take all reasonable and necessary actions and precautions to properly treat, control and manage Hazardous Materials in any storm water draining through the stonn drainage sewer facilities within in the Storm Drainage Easement Are.a so as to maintain such compliance. For the purposes of this Agreement, "Hazardous Materials" means all substances, wastes, pollutants, contaminants and materials now or hereafter regulated or defined or designated as hazardous, dangerous or toxic under any Federal, state or local statutes, ordinances or regulations. 9. Capacity. Grantee shall not modify or expand Grantee's existing storm drainage facility to increase the amount of storm water flowing through the storm drainage system located on Grantor's Property, without the prior written approval of Grantor, which shall not be unreasonably withheld. I 0. Indemnity. Grantee shall indemnify, defend and hold Grantor harmless from and against any and all claims for damages suffered and any other loss, cost or expense incurred by Grantor {including reasonable attorneys' fees) or any claim, demand or action against Grantor related to the exercise of the easement rights granted in this Agreement and with respect to any Hazardous Materials migrating or flowing onto Grantor's Property from Grantee's Property pursuant to this Easement, except 10 the extent caused by the negligence or other fault of Grantor. Without limiting the generality of the foregoing, Grantee's obligations shall extend to matters involving concurrent fault or negligence of Orantor, Grantee and third parties to the extent of Grantee's fault or negligence. I I. Grantor's U;,s:. Granter retains the right lo use the Easement Area to the extent that use does not materially interfere with Grantee's use thereof. 12. Grantor's Remedies. If Grantee fails to perform any obligation set forth in this Agreement and fails to cure the non-performance of such obligation with ten ( I 0) days after written notice from Grantor (except in the event of an emergency, in which case no notice will be required), Grantor shall have the right, but not the obligation, to perform the obligation of Grantee and Grantee shall reimburse Grantor for the reasonable cost of that performance within ten ( I 0) days after receipt of a statement therefor, along with any documentation substantiating the cost incurred by Grantor that is reasonably requested by Grantee. If such reimbursement is not made within the ten (10) day period, interest will accrue on any unpaid amounts at the rate of 12% per annum. KING, WA Document:EAS 2013.0207001325 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Page:3 of14 Gene.raterr b", TaUl2DF.t,JFI F"aluation HranCh :1iAK;User .jf{;AJ{ Order: 648347T Station ID :BVRK 13. Successors and Assigns. The rights g,-anted in this Agreement and the duties agreed to hereunder will run with Grantor's Property and Grantee's Property and will inure to the benefit of and be binding upon Grantor's and Grantee's respective successors and assigns. 14. No Public Right. The easement established under this Agreement will be for the benefit of and be restricted solely to the individuals and entities indicated and their successors and assigns. Nothing in this Agreement is intended to create nor shall it be construed as creating any express or implied easement, dedication or any other rights in or for the benefit of the general public. 15. Notices. All notices provided for in this Agreement may be delivered in person, delive.-ed by facsimile or mailed in the United States mail, postage prepaid, and, if mailed, shall be considered delivered two (2) business days after deposit in such mail. Any notice sent by facsimile shall also be sent by mail, and the facsimile notice will be deemed received on the day received by facsimile if it is received before 5:00 p.m. Seattle time on a regular business day (otherwise, it will be deemed received on the next business day). The addresses to be used in connection with such correspondence and notices are the following, or such other address as a party may from time to time direct: To Granter: c/o SECO Development, Inc. Ann: Michael P. Christ 1083 Lake Washington Blvd. North, Ste. 50 Renton, WA 98056 Fax No.: (206) 282-5838 \ To Grantee: :r II c,£...1 :!911.l.s:, f?:,lfaR cJ-)". 1.., (.. 'P. o , Pe~ 970 ?'f: 16. Exhibits. The exhibits attached to this Agreement are incorporated herein by this reference. GRANTQR BUILDING CAT SOUTHPORT, LLC, a Washington limited liability company By By Name Title KING, WA Document:EAS 2013.0207001325 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Page:4 of 14 Genernteri_ b1<. TaUPnF.l)JFT Evaluation HranCh ~Al(,lJSer .AGAR Order : 648347T Station ID :BVRK .JSLAND LLC, a Washington limited liability Com_,~ By Name Mi<l}0<lc1' I' I,;. t Title . G~errt"I i',(&i.f~e,---' T P,-c.:;,1dehi;io Dc.-v-e -0 IY'ef"\1' Inc MtU'1.aqer 81,1./ldrnq C, "'· .GowhroY--t t--t..c.., ~e C4. ~ I fU rpose!.MA. h A._j'te-r wLAhd ~C.. SOUTHPORT, LLC, a Washington limited liability Company By By Name Title SOUTHPORT ONE, LLC, a Washington limited liability company By SECO DEVELOPMENT, INC., its manager GRANTEE PUGET SOUND ENERGY, INC., a :,-:xt 12.Af. ____ ... Name ..,..·,c..o,•e~ t.... 1t-',c'1~so~ , Title 'J>i9"0r'• rt, SlliHdY Bl/St~ ~;..,u "'>' '! S•O•,cr.e>,, ~ ~\c.+s KING, WA Document:EAS 2013.0207001325 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Page:5 of 14 Gene.ratecl blh TaUi:>nF.1:,JFI F->taluation tsranCh' ~AK;User .;,u;,O{ STATE OF WASHINGTON ) COUNTY OF !LIN t:I ~ ss. Order : 648347T Station ID :BVRK On this 2-B-ft--day of ;J7i YIIA.tl~ , 2013, before me, the undersigned, a Notary Public in and for tl}e,. Slate oLWashington, y commissioned and sworn personally appeared ~tc.b'!Jt:.I l-hV' 0 IS.T , known to me lo be the re.GI en+ ofSECO DEVELOPMENT, INC., manager of BUILDING CAT SOUTHPORT, LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I ceni fy that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signal\lre appears on this document. KING, WA Document:EAS 2013.0207001325 Printed on:1/712014 8:20 AM Click here to unlock TallPDF.NET Page:6 of 14 Genernteri b11-TaUE>DF.~FI E11aluation tsranCh :1<AK;User .AGAR STATE OF WASHINGTON) t... ) ss. COUNTYOF \l.lNC>! ) Order: 648347T Station ID :BVRK On this 1-'o-f'-, day of @nlAtlY'~, 2013, before me, the undersigned, a Notary Public in and for the State of Washington, d y commissioned and sworn personally appeared M IC.. Chr1 known to me to be thd't" tl of JSLAND, LLC, the limited liability company that executed the fo going instrument, d acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. KING, WA Document:EAS 2013.0207001325 Printed on:1/712014 8:20 AM Click here to unlock TallPDF.NET &_.X~ Signature L1s~ Go l Ii vi~ Print Name NOTARY PUBLIC in and for the State of Washington, residing at ~he/I . My commission expires ~Zq· 11:, Page:7 of 14 Gene.rateri_ b'"'l:aUE>nF.l;JFI F-"aluation J:Sranch ;'1< K,lJSer .AGAR STATE OF WASHINGTON ) L ) ss. COUNTY OF ll-/N01 ) Order : 648347T Station ID :BVRK · On this 1-B ti--day of VPI /'ll/l/:lr~ , 2013, before me, the undersigned, a Notary Public in and for,J).ie State of Washington, dy commissioned and sworn personally appeared 'J:f' C-htl e I (;fq' i e,. f-, known to me to be the e.~,tt.e.n + ofSECO DEVELOPMENT, INC., manager of SOUTHPORT, LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I lcnow or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. · ..... -.......... ~ X. ~ b~~~'""-+.Signature £~~..~~ ~~ • f""' ,'; J> ... ":': .. iii Ltso... CoLI 1111s. i -r.., .z ; nt Name \ \. :i:!~~ ... yRJOTARY PUBLIC in and for the State of ~\.,.~,~~AVashington, residing at Botnel I . ·..,.Z~ My commission expires I I · 2-'l · if . KING, WA Document:EAS 2013.0207001325 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Page:8 of 14 Genernteri b11-Taue>nF.i:<FI fa1aluation HranCh :1<AK;I.Jser .~KR STATEOFWASHINGTON) '"NL )) ss. COUNTY OF N vi -~--'-- Order: 648347T Station ID :BVRK On this 2)1;-h-day of~Yl!A..tlt'~ , 2013, before me, the undersigned, a Notary Publi9 in and for the State of Washington~ ly commissioned and sworn personally appeared M' e,h a el Ckr I s +-' known to me to be the Pre S rd e h T of SECO DEVELOPMENT, INC., manager of SOUTHPORT ONE, LLC, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is lhe person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. -~~~~~,~X~ f 7(•~"'":.'"~ i Lt~tx-Cou,·vis t \ ""ua1.-f' Eiil: J Print Name \ ~',,, ~.-:;._,,../_.,? -NOTARY PUBLIC in and for the State of "',-1'~~_/ Washington, residing at Bt>ii,«/ ""~ My commission expires I '.YI. it . KING, WA Document:EAS 2013.0207001325 Printed on:117/2014 8:20 AM Click here to unlock TallPDF.NET Page:9 of 14 Genernterl b'.'. TaUe>DF.NFI F"'aluation tsranCh :'J.i AK;User :AGA."R STATEOFWASHINGTON ) ) ss. COUNTY OF ~ tJlc: ) Order : 648347T Station ID :BVRK On this "Hl day of 'Fr? •• ~ , 2013, before me, the undersigned, a Notary Pul?lic in and for the State of Washington.duly oommissioned and sw~n~~ed ~1eh.....,,1.. 1-, gGrt~~-,.J ,knowntometobe~ , ,+)' of PUGET SOUND ENERGY, INC., the limited liability compan~ ~dicrcgoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the purposes ther"ein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hf ffixed the day and year in the certificate above wntten. , KING, WA Document:EAS 2013.0207001325 Printed on:11712014 8:20 AM Click here to unlock TallPDF.NET Print Name NOTARY PUBLIC in and for the State of Washinb'10n, residing at ~ ~o. My commission expires <\, 1 S' -':I::· Page:10 of 14 Order : 648347T Station ID :BVRK EXHIBIT A GRANTOR'S PROPERTY 1. Real Property owned by Building C at Southport, LLC (an undivided 65% interest) and JSLAND LLC (an undivided 35% interest): PARCEL A: LOT 3 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON. PARCEL B: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS EST ABLJSHED IN INSTRUMENTS RECORDED UNDER RECORDING NOS. 6201855 AND 6317510, IN KING COUNTY, WASHINGTON. 2. Real Property owned by Sou.thport, LLC: PARCEL A: LOT 4 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON PARCELB: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN RECORDING NOS. 6201855, 6317510, 9902019014 AND 20000131900006 3. Real Property owned by Southport One, LLC Parcel A: LOT 1 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON PARCEL B: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN RECORDING NOS. 6201855, 6317510, 9902019014, 20000131900006, AND 2000 I I I 7000053 5 KING, WA Document:EAS 2013.0207001325 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Page:11 of 14 Generate<i b\l.. TaUEODF.tJFI Evaluation isranC.h :1<AK;User .::.u..;Al{ Order : 648347T EXHIBIT B GRANTEE'S PROPERTY Station JD :BVRK LOTS A AND C, CITY OF RENTON LOT LINE ADJUSTMENT NO. LUA-98-176-LLA, RECORDED UNDER RECORDING NO. 9902019014, RECORDS OF KING COUNTY, WASHINGTON. KING, WA Document:EAS 2013.0207001325 Printed on:117/2014 8:20 AM Click here to unlock TallPDF.NET Page:12 of 14 Generatert b\l'... TaUPDF.t.JFI F.;,aluation I:SranCh :'l' AK;User .AGAR Order: 648347T Station ID :BVRK EXHIBIT C·l STORM DRAINAGE EASEMENT AREA Seven and one-half feet (7.S') on eitheo-side of the centerline of the storm drainage facilities as currently located on the Exhibit C-2 drawing. KING, WA Document:EAS 2013.0207001325 Printed on:117/2014 8:20 AM Click here to unlock TallPDF.NET Page: 13 of 14 Gene,ateri b11-TaUE'DF. t,JFI Evaluation HranCh :11AK;User .:..u;AR Order ; 648347T £xh'1bit C,·2-. StorM Dr"-ina3e.. Loc.ct+1 on KING, WA Document:EAS 2013.0207001325 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET 0 .f-f i c.e. L.01" Hotel j_.pt" ,Boeinq Ren+o"n Plctnf- Station ID :BVRK Page:14 of 14 Gene.ratert b"' TallP.DF.1:,JEI Evaluation Hranch ~AK,Uscr .AGlGl Order: 648347T Station ID :BVRK WHEN RECORDED RETURN TO: Thomas W~ Read Alston, Courtnage & BaiSeUi LLP 1420 Fiftb Avc,nue, Suite 36SO Seattle, Washington 98101-4011 111111111111111111~11!~1 i 20130207001327 ALSTON c;clURTNA E~S 91.01 PACE-8111 OF 017 fl~7 ~8Alv!\il 2 Document Tltle: Grantor: Access, Landscape and Utilities Easement Agreement Puget Sound Energy, Inc. Grantee: Southport One, LLC I. 2. 3. 4. 5. The Bristol at Southport, LLC Building C at Southport, LLC JSLANOLLC Southport, LLC EXGISE TAX NOT REQUIRED Kill8 Co. Reco~ BdJ, e,,, ro. 1n,7 uty Legal Description: Abbreviated Legal Description: A portion of the Northeast Quarter of the Northwest Quarter of Section 8 Township 23 North, Range S East, W.M. in King County, Washington. Full Legal Description: See Exhibits A-E attached Assessor's Tar Parcel Nos.: 082305-9191 Reference Nos. of Documents Released or Assigned: N/ A ACCESS, LANDSCAPE AND UTILITIES EASEMENT AGREEMENT THIS ACCESS, LANDSCAPE AND UTILITIES EASEMENT AGREEMENT {this "Agreement") is made as of....,...?.,~ + . 2013 by and between PUGET SOUNDENERGY, INC., a Washington~ ration ("Grantor") and SOUTHPORT ONE, LLC, a Washington limited liability company, THE BRISTOL AT SOUTHPORT, LLC, a Washington limited liability company, BUILDING CAT SOUTHPORT, LLC, a Washington limited liability company, JSLAND LLC, a Washington limited liability company and SOUTHPORT LLC, a Washington limited liability company (jointly and severally, "Grantee''), RECITALS A. Grantor owns certain real property located in King County, Washington and more particularly described on Exhibit A attached to this Agreement ("Grantor's Property"). Grantee owns an aggregate of real property adjacent to Grantor's Property, which real property and KING, WA Document:EAS 2013.0207001327 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Page:) ofl7 Generateri blh TaUe>DF.l)IFT Ellaluation .Hranfh :t<AK;User .At;AR Order: 648347T Station ID :BVRK ownership interests are more particularly described on Exhibit B attached to this Agreement ("Grantee's Property"). B. Grantor and Grantee desire to enter into this Agreement to create certain easements over Grantor's Property to benefit Grantee's Property. AGREEMENT For valuable consideration, the receipt and sufficiency of which are acknowledged, Grantor and Grantee agree as follows: I. easements: Grant offnements. Grantor bargains, sells and conveys to Grantee the following (a) A non-exclusive, perpetual casement (the "Landscape Easement") over, across, along, in, upon, under and through the Easement Area (as defined in Section 2 below) of Grantor's Property for the purpose of installing, constructing, operating, maintaining, repairing, altering, expanding, removing, replacing and using natural and architectural landscaping and signage (which such signage sha11 provide additional space reasonably necessary to add Grantor's name and logo (which Grantor may then or later add at Grantor's cost), and the design of which signage shall be subject to Grantor's consent, which may be withheld or conditioned only with respect to issues pertaining to Grantor's rights of concurrent use of the signage); and (b) A non-exclusive, perpetual easement (the "Access Easement") over, across, along, in, upon, under and through the Easement Area of Grantor's Property for the purpose of installing, constructing, operating, mainlaining, repairing, altering, expanding, removing, replacing and using paved driveways, roadways, utilities and a bridge; and (c) A temporary, non-exclusive easement (the "Construction Easement") over, across, along, in, upon, under and through the Easement Area of Grantor's Property for purposes necessarily and reasonably related to the constniction of the driveways, roadways, utilities and bridge to be installed by Grantee within the Easement Area. 2. Locatjon of Easement Area The location of the Easement Area is more particularly descnbed in Exhibit C attached to this Agreemenl. 3. Term. The Landscape Easement and the Access Easement granted under this Agreement will be effective as of the date this Agreement is recorded and are perpetual. Grant or fi11ther consents to Grantee's apportionment and dedication of such Landscape Easement and Access Easement to the City of Renton. The Construction Easement granted under this Agreement will be effective as of the date this Agreement is recorded and will terminate on the date construction and installation of the driveways, roadways, utilities and bridge by Grantee is completed, but in no event later than December 31, 2017. Upon such tennination, Grantee shall concurrently deliver to Grantor a quit claim deed to quit claim to Grantor to such terminated Construction Easement rights in a form suitable for recording. 4. Costs of Construction and Maintenance. Grantee shall bear and promptly pay all costs and expenses of construction and maintenance of the landscaping, signage, driveways, KING, WA Document:EAS 2013.0207001327 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Page:2 of 17 Generateri b\hlaUE'DF.1:JFI F-"aluation Hrancli :'.t K,lJSer .jU,AR. Order: 648347T Station ID :BVRK roadways, utilities and bridge within the Easement Area. In addition, Grantee shall comply with utility "one call" requirements, properly locate, and take appropriate precautions not to damage or disturb such utilities. 5. Compliance with Laws. Grantee shall obtain all permits and consents that may be required to perform the construction and installation contemplated under this Agreement. Grantee shall comply at all times with all laws, statutes, ordinances, rules and regulations now or hereafter in effect regarding Grantee's use of the Easement Area. 6. ~-Grantee will not permit any claim, lien or other encumbrance arising from Grantee's construction work under this Agreement to accrue against or attach to Grantor's Property. 7. Indemnity. Each Grantee (jointly and severally) shall indemnify, defend and hold Grantor harmless from and against any and all claims for damages suffered and any other loss, cost or expense incurred by Gran tor (including reasonable attorneys' fees) or any claim, demand or action against Grantor related to the exercise of the easement rights granted in this Agreement, except to the extent caused by the negligence or other fault of Granlor. Without limiting the generality of the foregoing, Grantee's obligations shall extend to matters involving concurrent fault or negligence of Grantor, Grantee and third parties, to the extent of Grantee's fault or negligence. As between Grantor and Grantee, the foregoing indemnity is specifically and expressly intended to constitute a waiver of Grantee's immunity undfS' Washington's Industrial Insurance Act, RCW Title 51, for the sole purpose of and only lo the extent necessary to provide Grantor with a full and complete indemnity from claims made against Grantor by Grantee's employees. 8. Successors and A,ssjgns. The rights granted in this Agreement and the duties agreed to hereunder will run with Grantor's Property and Grantee's Property and will inure to the benefit of and be binding upon Grantor's and Grantee's respective successors and assigns. 9. No Public Right. The easement established under this Agreement will be for the benefit of and be restricted solely to the each Grantee and their respective successors and assigns. Nothing in this Agreement is intended to create nor shall it be construed as creating any express or implied easement, dedication or any other rights in or for the benefit of the general public. IO. Grantor's Use of F•srwent Area and Traffic Coordination. Grantor retains the right to use the Easement Area, for any purpose that does not materially interfere with Grantee's use thereof. Without limiting the generality of the foregoing, for so long as Grantor's property is used as an electrical substation, !he road improvements within and the access road immediately adjacent to the Easement shall remain passable by lowboy trucks and suitable: for H-20 loading. In addition, Grantee shall implement and thereafter maintain the following traffic control devices and procedures at the intersection of Grantor's driveway and the central driveway to Grantee's development: Notwithstanding the foregoing, Grantor shall promptly repair and/or replace any damage caused in the exercise of rights under the Agreement by Grantor or its employees, contractors, agents, licensees or invitees. I !. reference. Exhibits. The exhibits attached to this Agreement are incorporated herein by this KING, WA Document:EAS 2013.0207001327 Printed on:117/2014 8:20 AM Click here to unlock TallPDF.NET Page:3 of 17 Genera\en_ b"-laUe>DF. ~FI F-"aluation HranCb ~ K;User .::.uiAR KING, WA Document:EAS 2013.0207001327 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Order : 648347T Station ID :BVRK GRANTOR PUGET SOUND ENERGY, INC., a Washington corporation By&d-!Zk «ame MI 01 .. e-J I A! 41 MU>SO .J TitleJi,~M~-=r 1!,.l,ll\ol~S.S. C,6~,U 1'/ ~ 5:t-1 p .s,e<Zv'le4,.s GRANTEE SOUTHPORT, ONE, LLc. a Washington limited :~'"~ ' NameM ,ch~ Chv,!.f Title~Sl=f-'. ~ S'ECO D.e:velP.fVl'lt.l'"IT l >" C,:, i N'\0..1'\A.,¥ THE BRISTOL AT SOUTHPORT, LLC, a ;::~~ Title 'Ptl'S~Dwt.lo,fl'Y1C-l".i- l.-ii:;. i tr., fN,..t\tl(~ e..r- BUILiSING CAT SO'UTHPORT, LLC, a Washington limited liability company ~:_df~t- Ti.tle We,s, /M&'.l t: o f SECQ Dt.ye,l'oprvu:.n.1-'. / ll'l£:. I fi; \'Y\ 0..1'\ ll...'! e,y- /sLAND LLC, a Washington limited liability company Page:4 of 17 Generate"-b"'laUE'D F.l:J FT F-11aluation HranCh :1' .K;User .AGAR KING, WA Document:EAS 2013.0207001327 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Order : 648347T Station ID :BVRK Page:5 of 17 Generateci b'"' TaUE'DF.f;JFT F-"aluation HranCh ~AK;User .AGAR STATEOFWASHINGTON) ) ss. COUNTY OF t-;;..,(.... ) Order : 648347T Station ID :BVRK On this 1:.W... day of Fe,@lol)«.>" , 2013, before me, the undersigned, a Notary Pu1?1ic in and for the St'!te of Washin5on; duly commissionql,:.'HJ2~'e'~llallf,II~~ VIA:l"'f:l f , f!!,1c.,j~IU>"1 , kIJ.ownJo,r:~'fo ~e.Pi.e 'ff o°& (:1 1, ~ of PUGET SOUND ENERGY, JNC., the corporh1'J1i !J\at 1e~tefllf'eoregomg 'instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the purposes therein mentioned, and on oath stated that he/she was authorized to e1<ecute said instrument. I certify that I know or have satisfuctory evidence that the person appearing before me and making this acknowledgment is the person who c signature appears on this document. WITNESS my hand and official seal h above written. ffixed the day and year in the certificate KING, WA Document:EAS 2013.0207001327 Printed on:117/2014 8:20 AM Click here to unlock TallPDF.NET Signature w (.Ale,z,n:: ..... ~~·i,.., h .. "" Print Name NOTARY PUBLIC in and for the State of Washington, residing at ft. E-o.,.,. ,u My commission expires '}-IS" -1$-. Page:6 of 17 Generaterl b!i, l'3Lie'J;>F. l:Jlcl\taluation tsranCh . .K;L ser . Order : 6483471' Station ID :BVRK STATEOFWASHINGTON) ) ss. COUNTY OF JLlvij ) On this ?,! ~ day of ~ VI~ , 2013, before me, the undersigned, a Notary Public in and for the ~tale of Wa[fngton, duly commissioned and sworn personally appeared ~VI~ • known to me to be the l ~of _!~QllJ.IjJ'()RT ONE, LLC, the limited liability company that ex'licu I i~' ffiIDfll!?.'F,{nd acknow !edged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the penon appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. KING, WA Document:EAS 2013.0207001327 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET SiJ~~ -r ti\ 1 vi no-c v Sa. no1?i\ Print Name NOTARY PUBLIC in and forlbe State of Washington, residing at e.e..rJ O I It./ /t My commission expires 3-1'3-2Q/(p Page:7 of 17 Generaterr b"' TauenF.r:,JFI F-"aluation tsranch :'.t'AK;User .AGA:R STATE Of WASHINGTON COUNTY OF }0VU:j ) ) ss. } Order: 648347T Station ID :BVRK On lhis ;21'.t:' day of JQ.M~ , 2013, before me, the undersigned, a Notary Public in and for the State of Washington,d y commissioned and sworn personally appeared MI M,,1M l, ' r kl~· s.t ' known to me to be the ~~ of Tij__E. ~™§J:DL AT SOUTHPORT. LLC, the limited liability compa'ffi'liUug\Ji\llt\'lhlmlment, and aeknow1ed 8cc1 the said instrument to be 1he free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I eenify that I know or have satisfac1ory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document WITNESS my hand and official seal hereto affixed the day and year in the cenificate above written. KING, WA Document:EAS 2013.0207001327 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET J/.1~~ Signature 'tll V( (JO-e V S:ctvi 6tv1 Print Name NOTARY PUBLIC in and for the State of Washington, residing at 12e~n2 WA Mycommissionexpiresp--_QllO • Page:8 of 17 Gene.ratert b"-TaUl:'f>F.l;JFT F-"aluation HranCh :1<AK;User .:;.«;..ot STATEOFWASHINGTON) ' ) ss. COUNTYOF ~ ) Order: 648347T Station ID :BVRK On this '3/l>J:'" day of , ~ , 2013, before me, the undersigned, a Notary Public in and for the State of Washington,d y commissioned and sworn personally appeared ~ ~I Sf , known to me to be the ~ of jJ'QIJ..,P...l~!i..C AT SOUTHPORT, LLC, the limited liability comp fJictiJif,'Jt[~ent, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. KING, WA Document:EAS 2013.0207001327 Printed on:1/712014 8:20 AM Click here to unlock TallPDF.NET .~~ Signature -ralvinO<r ~t\.l-10-rm Print Name NOTARY PUBLIC in ~foIJ!le Statt; ~f Washington, residing al ~n, u(l, W7\" My commission expires2,,-\ t;-2QUP · Page:9 of 17 Order : 648347T Station ID :BVRK STATEOFWASHINGTON) ) ss. COUNTY OF \,41'\.f'l ) On this ;1s,t; day of Azu,,~ , 2013, before me, the undersigned, a Notary Public in and for the State:; of Washingtoo,dly commissioned and sworn personally appeared-~-Mi PJ1ttl.l (jrµ,15,t , known to me lo be the?, ~Ui.f J)W-pb\l. Ull~bf JSLAND, LLC, lhe limited liability company that executed the ;;regoiniinstrument,; acknowledged the said instrument to be the free and volunlary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on !his document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above wrinen. KING, WA Document:EAS 2013.0207001327 Printed on:1/712014 8:20 AM Click here to unlock TallPDF.NET Signature --r a \vi lltf« Print Name NOTARY PUBLIC in 8llQ for lhc Sta~e qt:, Washington, residing at !<'Cr\ tD(} 1 Wtt My commission expires ?.,-i E;-2DllP. Page:10 of 17 Gene.raterl. b11-,lau~nF.~FT E'-'aluation JiranCh :'i'f K;User .A1..i.All STATE OF WASHINGTON) ) ss. COUNTY OF \?UP\ ) Order : 648347T Station ID :BVRK On this ?Jl~day of s)li.nv(I.~, 2013, before me, the undersigned, a Notary Public in ani;! for the State of Washington, di y commissioned and sworn personally appeared ,~~ , known to me to be the of SOUIH)~.QR'fd,,!,..C, the limited liability company that executed the ~oing, ~c'ilribwil',!!lil:\:Nh'if said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he/she was authorfaed to execute said instrument. I cenify that l know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above wri1ten. KING, WA Document:EAS 2013.0207001327 Printed on:l/7/2014 8:20 AM Click here to unlock TallPDF.NET !~~ Signature tA\ViV1Mr-Saviotv'I Print Name NOT ARY PUBLIC in and for t)le State of Washington, residing at (2-e.vl n)(l .WI\ My commission cxpires'3.-l 1:;2 -2 blLJI · Page:ll of l 7 Genernterl b\1-, TaUE?DF.l~FT F-11aluation HranCh :1' AK-;User .AGAR Order : 648347T EXHIBIT A GRANTOR'S PROPERTY Station ID :BVRK LOT C, CITY OF RENTON LOT LINE ADJUSTMENT NO. WA-98-176-LLA, RECORDED UNDER RECORDING NO. 9902019014, RECORDS OF KING COUNTY, WASHINGTON. KING, WA Document:EAS 2013.0207001327 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Page:12 of 17 Generateri b"-TaUE'DF.f;JFT F_valuation tsranCh :t AK,l.Jser .JlliA]{ Order : 648347T EXHIBITB GRANTEE'S PROPERTY I. Real Property owned by Southport One, LLC: Parcel A: Station ID :BVRK LOT I OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON PARCELB: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN RECORDING NOS. 6201855, 6317510, 9902019014, 20000131900006, AND 200011 I 7000053S 2. Real Property o .. ned by The Bristol at Southport, LLC: LOT 2 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000 I 31900006, IN KING COUNTY, WASHINGTON PARCELB: EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN RECORDING NOS. 6201855, 6317510AND 20000131900006 3. Real Property owned by Building C al Southport. LLC (an undivided 6So/o interest) and JSLAND LLC (an undivided 35% Interest): PARCEL A: LOT 3 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NO. 20000 I 31900006, IN KING COUNTY, WASHINGTON. PARCEL B: EASEMENTS FOR INGRESS, EGRESS ANO RAILROAD CROSSINGS AS ESTABLISHED IN INSTRUMENTS RECORDED UNDER RECORDING NOS. 6201855 AND 6317510, IN KING COUNTY, WASHINGTON. 4. Real Property owned by Southport, LLC: LOT 4 OF CITY OF RENTON SHORT PLAT NO. LUA-99-134-SHPL, ACCORDING TO SHORT PLAT RECORDED JANUARY 31, 2000, UNDER RECORDING NO. 20000131900006, IN KING COUNTY, WASHINGTON KING, WA Document:EAS 2013.0207001327 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Page:13 of17 Generater! b,.,TaUE'DF.l>!FT F-'laluation .tsranch :'t AK;User .JO..;AR PARCELS: Order : 648347T Station ID :BVRK EASEMENTS FOR INGRESS, EGRESS AND RAILROAD CROSSINGS AS ESTABLISHED IN RECORDING NOS. 6201855, 6317510, 9902019014 AND 20000131900006 KING, WA Document:EAS 2013.0207001327 Printed on:11712014 8:20 AM Click here to unlock TallPDF.NET Page:14 of 17 Generaterr b"' TaUl?DF.t<FT F-"aluation Hranch :'tAX.;User . .ini;G{ KING, WA Document:EAS 2013.0207001327 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET Order: 648347T EXHIBIT C EASEMENT AREA Station ID :BVRK Page:15 of 17 Gene.rateri blh TaUl'nF.l)JFT F-"aluation Hranch :11AK;User .AGKR Order: 648347T EXHIBIT6' C. ACCESS, LANDSCAPE & UTILITY EASEMENT CITY OF RENTON, KING COUNTY, WASHINGTON Station ID :BVRK A PUBLIC EASEMENT FOR INGRESS-EGRESS LYING OVER, UNDER AND ACROSS THOSE PORTIONS OF GOVERNMENT LOT 1 IN THE NORTHWEST QUARTER OF SECTION B, TOWNSHIP 23 NORTH, RANGE 5 EAST, W.M.. MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE MOST SOUTHEAST CORNER OF LOT 3, CITY OF RENTON SHORT SUBDIVISION DESIGNATED AS "LUA-99-134-SHPL" ANO RECORDED UNDER RECORDING No. 20000131900006 RECORDS OF KING COUNTY, WASHINGTON; THENCE SOUTH 75"44'36" WEST ALONG THE SOUTH LINE THEREOF WHICH IS COMMON WITH THE NORTH LINE OF LOT 'C' CITY OF RENTON LOT LINE REVISION DESIGNATED AS "LUA-98-176-LLA' AS RECORDED UNDER RECORDING No. 9902019014 RECORDS OF KING COUNTY, WASHINGTON A DISTANCE OF 83.33 FEET; THENCE SOUTH 68"22'40" EAST A DISTANCE OF 63.38 FEET TO A RADIAL INTERSECTION WITH A 1388.68 FOOT RADIUS CURVE BEING THE WESTERLY MARGIN OF BNSF RAILROAD RIGHT-OF-WAY ANO THE EASTERLY LINE OF SAID LOT 'C' CITY OF RENTON LOT LINE REVISION DESIGNATED AS "LUA-98-176-LLA' AS RECORDED UNDER RECORDING No. 9902019014 RECORDS OF KING COUNTY, WASHINGTON; THENCE NORTHEASTERLY Ai.ONG THE ARC OF SAiD CURVE AND MARGIN PASSING THROUGH A CENTRAL ANGLE OF 2°00'55" A DISTANCE OF 48.85 FEET TO THE POINT OF BEGINNING. KJNG, WA Document:EAS 2013.0207001327 Printed on:1/712014 8:20 AM Click here to unlock TallPDF.NET Page:16 of 17 Gene.rate rt b1'. TaUe'DF.l)JFT E>taluation tsranch :1<AK;User .KG.AR Order : 648347T Station ID :BVRK EXHIBIT~ ACCESS. LANDSCAPE AND UTIUJES EASEMENT 80UT1-f'OAT OEYB..! NE COIINER LOT 3 LUA-9!il-13'-SHPL LOT 3 REC. No. 20000131900006 ...-\ APN, 082305-9055 \ \ ~t, \ lRANSMISSION \ 6'~ .. , \ TOWER .) ~p \ --- \ ---- SB.~z \ NJ 1'.Y &: UTJUlY ESMT REC. No. 6317510 \ \ \ @· NORlH , .,,,~-\.--- ~ ASPHALT PROPOSED WALK & CURB PROPOSED \ W"1J< & CURB\ GAS, ELECTRIC LINES, ACCESS &: MAINTENANCE EASEMENT REC-No. 9:902264178 PSE COMPANY PRQ>ERTY LOT C OF l.OT LINE REVISION Ho. WA-98-176-lLA REC. No. 9902019014 APN: 082305-9191 KING, WA Document:EAS 2013.0207001327 Printed on:1/7/2014 8:20 AM Click here to unlock TallPDF.NET I I <.>I '-/A, 31. it! ~;a k'¥ •/# I I 60' Page:17 of 17 !z § z w §§ ~ •o ii a si\ i3 ~;: < ~. w ;~ z ww :; 5a 15 ~ -' ~ Branch :NCS User :JILL Title Officer: MC Order : 346862T 20141231000755.001 RETURN ADDRESS: Puget Sound Energy, Inc. Ann: ROW Department (AEMJ PO Box 97034 / EST-06W Bellevue, WA 98009-9734 • PUGET SOUND ENERGY REFERENCE#: GRANTOR (Ownar): SOUTHPORT, LLC. 111111\W ~\ll\lillMlll\l\lll\ 20141231000755 PUGET SOU!ID EN DIS 74 • 00 PAGE-eei·O'F H3 12/31/2814 12:07 l(JNG COUNTY, 1,1A EASEMENT EXCISE TAX NOT REQUIRED King County Recordx:n By 911..L f3 , Deputy ORIGINAL GRANTEE (PSE): PUGET SOUND ENERGY, INC. SHORT LEGAL: Portion of Loi 4. Renton S.P. No. LUA-9&•134-sHPL, K.C. Rec. No. 20000131900006 ASSESSOR'S PROPERTY TAX PARCEL: 082306-9216 For and in consideration of good and valuable consideration. tile receipt and sufficiency of which are hereby acknowledged. SOUTHPORT, LLC, a Wul\lnglon Jim-Uablllty company {"OWner" herein). hereby granlo and conveys 10 PUGET SOUND ENERGY, INC., a WashlnglOn corporation {'PSE' herein). for the purposes dascribad below. a nonexclusiva perpetual easement over. under. along across and through the"followlng described reel propel'1y (the 'Property" herein) in Kl"9 County. WashinglOn: LOT 4 OF CITY OF RENTON SHORT PLAT NUMBER LUA-99-1:U,.SHPL, ACCORDING TO THE SHORT PLAT RECORDED JANUARY 31, 2000 UNDER RECORDING NUMBER 20000131900006, IN KING COUNTY, WASHINGTON. Except as may be otharwlse set fonh herein PSE"IS rights &hall be exercised upon lhat ponion of the Property reaoement Area• herein) described BB follows: An Easement ARla Ten (10) feet In width having Ave (51 feel of such width on each side of a cente~ine described 8$ follows: THE CENTERLINE OF GRNITEE'S FACILITIES ll>S NOW CONSTRUCTED, TO BE CONSTRUCTED, EXTENDED OR RELOCATED, L YIHG WllMIN THE ABOVE OE6CR1BED REAL PROP~RlY. THIS EASEMENT DESCRIPTION MAY BE $UPERSEOEO AT A LAffR DAff WITH A SURVEYED LEGAL DESCRIPTION PROVIDED .BY GRANJOR AND WILL BE RECORDED BY GRAN1EE ll>S AN AMENDMENT TO THIS EASEMENT. 1. Purpose. PSE. sh.ah have th4!I right to use the Easement Aree to constrvct. operate. maintain. repair, replace. improve. remove. upgrade end extend one or more utillty systems for purposes of 1rensmia,l0t\, dlstributlon and sale o1 ,gas and -ektctridty. Such systems may lndude. but are not limited to; UG Gat J. Ele<tri< Ease.....t 2013 WOii 10S07S328/ 107!M9100/RW-G89744/Ho,eia1 SO..lhport Page 1 ot 3 KING, WA Document:EAS 2014.1231.000755 Printed on:81412015 9:31 AM Page:! of3 Branch :1'CS User :JILL Title Officer: MC Order : 346862T 20141231000755.002 Underground facllilles. Conduits. Unes. cables. vaults. switches and transformers lor electricity; pipes. pipeUnes. mains. laterals. conduits. regulators. gauges and rectifiers for ges; fiber optic ceble and other lines. cables and fac:Hilies for wmmi.mications; 5emi.tturied or ground"'fflounted facilities and pads. m,mholes. melers. fixt,..,eo. attachments end any end e• ctl>er facilltie$ or eppurtenencas neceosa,y Of convenient to any or all of lhe foregoing. Following the Initial COM1ruolion of all or a portion of 115 systems. PSE may. from time lo lime. conslNcl such additional facilities as it may require for such systems. PSE shall have Ola right of access to the Easament Area over and across the Property to enable PSE to exercioe Its rlghfll granted In lhlS easemenl 2, Eaeement Area Clearing and Maintenance. PSE shall have the rlghl but not the obligation to cut. remove and dispose of any and all brush. trees or other vegetaUon In Ille Easement Area. PSE shall also have Iha right. but not the Obligation. 10 control. on a eon1inuing basis and by any prudent and reasonable means. the establishment and growlh of brush. trees oro1her vegetation in the Easement Area. 3. Trees Outside Eaaement Area. PSE shall have the righl lo cut. trim remove and dlspaae ol any trees located on the ProPerty outside the Easement Are.a that coutd. in PSE's sole judgment interfere with or create a hazard to PSE's systems. PSE shall. except in Iha event or an emergency. prior to tha e""rcise of such right. Identity such trees and make a reasonable affor1 to give Owner prior notice that such lrees wlll be cut trimmed. removed or disposed. Chwler sllall be enfiUed to compensation fer the actual marliet value of merchantable timber (II ar,y) cut iond removed from the Properly by PSE. 4. Restoration. Following initial instaUaUon. repair or .amnslon of its facilities.. PSE .aha.II. to the extent reasonably practicable. restore landscaping and surfaces and panlons of the Property affected by PSE's work to the condilion existing immediately J)fior •o such work. unlel&S said work was dona at Iha requezt of Owner. in which case o..,,.... •hall be responsible for ouch reatoration. All restor811on which Is the responsibility of PSE shall be performed as soon as raasonably po .. lblo after the completion of PSE's wor1< and shall be coordinated with o..,,.,.. so as to cause the minimum amount of disruption to ownefs use of the Property. 5. 0Wner'1 Use of Easement Area. Owner reserves the right to use the Easement Arel! for any purpose not lnconsl&tent with the rights herein oranted. provided. however. Owner •hall not excavate wllhln a< otherwise change the grade o1 the Easement Area or COl\struct or maintain any buildings or structures on Ule Eapment Area an<! Owner shall do no blasUng IMlhin 300 feet of PSE's faciillles IMthoul PSE's prior written consent $. Indemnity. PSE agrees to Indemnify Owner from and ageln&t llabillly mcurred by ~ as a result of the negfigence of PSE or its contractors in tlle •-of the righ1s herein granted to PSE. but nolhin!I herein shalt reqUita PSE to Indemnify Owner for that portion of any such liabelly allribulable to Iha negligence ol Owt1er or the negligence of others. 7. TermlnaUon. The rights herein granted shall continue unlD •uch time as PSE tennlnetes such right by written instrument. If termlnaled. any Improvements remaining In tile E8se,nenl Area shan become the property of OWner. No termination shall be deemed to have oc:currad by PSE's failure to install Its systems on me Easement Area. 8. SuccnsOTS and Assigns. PSE sha,i have the right 10 assign. app,orUon or otherwise transfer any or an or lls rights. benefits. privileges and lnte<ests "rising in and under this e .. emenl. Wtthou1 lmiUng the ganerallly of the fo<eoolng. tf>e rights and obligallons of the parties shall be binding upon lhek respective sua:essors and assigns. UGGas& Eladrlc:Easemenl 2013 WO# 1 05075328 J 107049100 / RW~0897.114 I Hotel at SoU1hpon Page 2 of 3 KING, WA Document:EAS 2014.1231.000755 Printed on:8/4/2015 9:31 AM Page:2 of 3 Branch :NCS User :JILL DA TEO 1his )'\ .20~. OWNER: SOUTHPORT, LLC, a Washington Nmlted llablJlty company By: SECO DEVELOPMENT. INC, a Washington corpc,rallon 1~:Monagln::em~" MICHAEL,:?: Its: pruo,~: STATE OF WASHINGTON ) ) ss COUNTY OF ) Title Officer: MC Order : 346862T 20141231000755 003 On lhl• f q day of ~ bv . 20 I c.f.,. befon, me. lhe under&igned. a Notary Public In and for lhe Slate of Washing1on. d"1y commissioned and swcm. personally appeared MICHAEL CHRIST 10 me known to be the person(•) ..t,a signed as . of SECO DEVELOPMENT, INC, a Wahington corporation. managing member of SOUTHPORT, LLC, a Washington Umlted llabHlly company. the Umiled llabilfty company lhal executed the within and foregoing Instrument and acknowledged said instrument to be his free and voluntary act and deed and 1he free and voluntary act and deed of said limited llabillty company for the uses and purposes lhereln mentioned; and on oath stated Iha! he was authorized to execute the said instrument on behalf of said limlted liability company. IN WITNESS WHEREOF I have hereunto set my hand and otroclal seal tha day and year fif81 above written. UG GB£ & Eiectric Easemerll 2013 (S~~ryf~,;- ~ 1 0T~4:; ~nd for the Slate of Washington. residing My Appointment E>plres: l O -2-3 -11 WO# 105075328 I 107049100 I RW-089744 /Hotel a1 Sou ..... rt P.-;e 3 of 3 KING, WA Document:EAS 2014.1231.000755 Printed on:8/4/2015 9:31 AM Page:3 of 3 Branch :NCS User :JILL Title Officer : MC Order : 346862T 1ST AM CJ/01 l\JC...S 1()qSJc}- RETURN ADDRESS: Fin11t 6•uir,,9a S.nl< NOll'lttlw•s.l 207 W•lla Awm S P'O &oi,: 1130 Rento,n. WA 98057 DATE;. January 1&. 2016 DEED OF TRUST F!;eferonc.e # Of t1pplicab~e): 91.115712--06 Addhi,onal on psge __ Grantor{&): 1. Southport, Lt..C Grarnee(&) 1 _ Ffrst Savings Bank Northwest 2. First Financial Diversified Corporetion. Tn..un:ee Legal Descdpdon: Lol 8. l,.l,,.A 14·001514, rec. 20141223900010 Additlonel on page 2 Assesaor"s Tex Parcel 1011: 082305-9216-01 TH,s DEED OF TRUST fB dated Jan.ue,y 16. 2015, among Southport. LLC .. a Washington Umlted nabiii1v company w-hich acqub·od ffllo •• Southport LLC. -hose addres=-l$ 1083 I-eke Wa&hlngton IUvd N. #60, Renton. WA 980§6 C .. Grantor .. ); Anst Savings Bank Northw .. t. whose mailing addre•• '8 207 We11a Ave s. PO Box 1130 .. Renton. WA 98057 I referred to below sometimes as .. Lendor~ and ~ornotlmD& aa '"Beneficiary'"); .and Arat Flnancla1 Diveratfled C:O.,poratlon. W"hoae malling. address is 207 Walt. Avenue S. Renton. WA 98067 (refer.red to b•ktw as ~rustea"'). KING, WA Document:TDD 2015.0120.002145 Printed on:8/412015 9:31 AM Page:! of 9 Branch :NCS User :JILL Title Officer : MC Order : 346862T Loan No: 01-115712-06 DEED OF TRUST «continued) Page 2 CONVEYANCE AND GRANT. For ve1uablo ,ggn .. ld•,-don. G.......rto.-C.IW'l-'I'• 10 'truat•• In "usa. INhh pow .. of -1•. l'igln or onb'y el'MI ~,r.ot,~o,n. end tor the~ or Lsndar as Ban.&.1-y. atl ot Or.mo,·• r~D'hl:. rid.e. iA.-.d 1,..Utl'>i:l:t<t ._. ,11,l"ld to th• tol1owt:n9 doS<Jrlbt!ld rent pt.OIM'rtv. lOCJe'UI•' with •ti exi.,1ing ar s1,,1b9equenttv orociea. M .ftffbc,&d bulldin9s. lmp,overnen•• and Uxt\.H""•'-; at'l aa&emenle:, riQl,u1, ol wev. snd ap,ou,-,e,naroces; all winer • ...,,nor rights end cli1ch rights (tf'le!~ng •toe:• In i.o(~!Nl wllh, di~eh or i"tgo,ion rtg~u,J; ei"d all othc!r r"9ht11 • .-o..,11ltkts, and p,a:otita rahuing 10 the re.al propifft..,.. lncludlng whhou1. limlu,dun all mln21rabs0 oil.. 11a11-. g111othenn.a1 al'Mi simil;ar l'l"llllUll'!lffi. (th,o '"fl.o•1 Prope.-ty•] located In King, County. State of Washington: PARCEi. A: t.OT P OF CITY OF RENTON LOT LIN£ ADJUSTMENT NO. LUA '14-001614. AS RECORDED DIECEMB.ER 23. 2014 AS RECORD1NG NO. 20141223-900010. IN KING COUNTY. WASHINGTON_ PARCEL B: !EASEMENT~ FOR INGRESS, EGRESS A.ND RAILROAD CROBIS-INGS AS ESTAl!IUSHED IN RECORDING NOS. 6201855, 6317510~ 9902019014 AND 2000013'1900008. IN KING COUNTY. WASHINGTON. The R•al Property or it11 addrea11 la commonly known •a 1101 Lake Weahlngton Blvd N •• Renton1 WA B806f:I_ The Real Property tax identification nuirnbe.r is: 082305-9216..01. AeYOi.VING LINE OF CR'liD1T r Thb; ~ed of Totusl .aea.irea the lndebr6dn••• lni:dudina. without llrnltalion. • revotvlng line of cradlt. -hh • -'-1:11• nn• ol' 1~1. -"'lab obll .... • L.,..•• 10 n111,k• ed.,,.-.• 10 B.ol'ro_, eo '°"SI •• Bonow•r -can,plia• with .ti the teffl'WIJ or the Not• eftd .,_. line o1 o"'dk ha• PDt a. • .,. ._...ln.i.d. •uspend-.d DI' cen1:olled; ~ Nase •"--nog .. ~ 18fl10rtlzetlon. ~ m..., be eo-c:..d bw L111,nder. -ropaild, end submequendy ra lldven1:.,... Th• unpa,ld beten~ of 1ha HJvoh•-e II"• ... ,c;"9dh ~ •1 ce:rtain 1'"1e11 1,e lower lhan Ill• amount shown o, •-•-A ze,o belanc>e,. doe, flOI tef'f'l"t,lnat• th!fk Uno ol 11r.dh: or t•rrnmD'le LR1der".a. obfigadon to achrance fund:e 11.o Bor•ow••--n-ltt'Ofll. lhu Oon of O',h:. o...-of 'Trust wlfl .-Jn in IJull l'on:ie and elhlic.t not;wtthirtandfng any z--, ba!ance.. Grontor herebv esslgn.a "s ~ccvruv 10 Lender. eU of Or-0n-ror'1o righL, tidEJ. and iflle,,.51 J"' end t.Q •U le11s11&, Rentli. 11nd )k'Ollt• ol dUt Property. Thilli •IIIIIO"""""nl I,.; N1COrd1td lrt 111ei:,onl11n.e111 'Wlth RCW 65.08.070,: the ~,.. croeeted by thko a.s11i,g'11m11nt i5 intencf8d lo bo •~cllio;:;. pa:1"h;,111:it11111:~ ,an,d ,choete upon. ttir. AN::ordlng ol this Oor,,(11 ot Trl.41. Lortd• ,gro11nu1 10 Gr.111ntor e lleeru,e to eollet:t ll'le Fl.,..,. er,,;1 pr,;,flra:. Whtch lfoens:11 tTIBV bo 1t1'11'D~d Ill Lenda,·111 oplioon •od 1111h11t1 bG auo1orne1.c.euv rot.r0liccd upcn eccolG#lbtlon ol all or pl!N'1. ot the ll'tdebtedne11o&. In ,l!lidditJQn, Grantor 1:1ren1.e kl l.end,e,, 11 Uniform Con'l.na,c:lal Code -C:Uf"ky W"11ao,...11.1 in 1h11 Paraonal Propeslty and Renu1. THIS DEED OF TRUBT, INCLUDING THE ASS10NM£NT OF RENTS AND THE: St:Cl)AITY iNT£REST IN THE RENTS AND :P'EFISON-AL PROPERTY. IS GIVEN TO SECURE fAJ PAYMENT OF THE. INDEBTEDNE$$ AND (BJ PERl"OJl~NCE OF ANY A'ND ALL OBLIGATIONS UN'DEH THIS PEED OF TRUST. THJS. DEED OF TRUST tS GIVEN AND ACCEPTED ON THE FOl.-LDWING TERMS: OAANTOfl"S REPRESENTATIONS AND WAflRANTIE&. GI-ant-DI" w;lltr•nta 1h.a1, 1•1 1hill Otte-d of T.-u.•t tm e>teo;:vted 1111 &Mrow•r"• ruqueet •nd "°' at 11:ie r•qu-• of L.ill:nder; (bl Gram-or h•• the full p(>w•.-• .-iohl. end authority 10 •n•-lnJc 1h1& 0..d .or Tfusl and to 1Typ,o\h4H:;&te 1ho Propenv, fe-1 -rhll prO'lnMon1; ot 1t1n. 0.9'11 o• TnJEl cto no;i: l;l>Onmc1 -1m.. or rH:ult in a do11fault undet env egreernanl or Other N'l!l~t binding u,po,n Granto,, end di;, not ro•IAt ,n • violh!tle>n of 1my llflW, ,egul•lion, cDUrt dec:1"ee or .o.-der ai>l)lieeble fC Gr•ntor; Cd) O.-a,nor hac esteb'list\ed edoqueu1 moeins of ob1.ein.in9 lr-Ol'n 80.tr0~r on a coc'Uin'IJlng bllsia iM~m•liOrl .flbOul. 00R6Wlo"IW"e Hna.-.c:i.1111 Q6ndilion; IIW\'d f•l Lend&.-ha$ 01,i!idtii r'IIQ r•.pras1H1Ulion to Gr.ant01" •bout Bo,r-o-r 1ir1ct.udi,-c;i wlthour. llnlh:etlon tha c:rad~wor1hln&11.s of eo.ro-rJ, OAANTOfl'S WAIVERS. Gr•nuw v..llN-Dt1 11b rig,hH. or dll!lftrn~l!I: ar!a-b"og by r,cee.on ot tiny "'ona a~lh>n-er -llinli•de-titriar'Kly"' law. or •nv odn11r faw which mev ,:ireven1 Lender lro,n bl'inglng any ac.liOn e,gain.1u Gramor. ff'llcludlng. • ,claim. fo,- clenc1111ncy to tha ext1tn1 L•r'lldar lll!il otb11rwi111.a ,e,.1i11ed to a claim 1o,r .ctet~en,ey. bt:tforc 11;1r •ftor 1.enckr'.e. conimencemont or c:ornpbB-tion ot any forecler.!io.J,. ac-tl()n, el,lutr j,udlcildlv or by e:iu,,cl"'e ,ot "" flO"'er of 1u11e. PAYMENT AND PEJIIFORMANCE. Ex.c•pt 111a c-iherwis-e 'P"OVidad in lhh Deed of Tn,11&1, Barrower •hall pay to L.ender •U lndebtedne&• 11e.cured bV du:a D.-:1 of Tru•t •• ib becomes. du,e, andl Borrol!WJ'r 11nd Grencor shalt perto..,n a21 lh11lr tC!IIJ'CICl~ obtl91Mlons undoer ,:he ~•o~ tl'lill: Peed o1 Tr\.fSt. an.d the R91a1ed Oocum.en.u. POSSESSION AND MAtNTENANCfl OF TliE PflOPEIIIITY. Borro'We, .e,nr;t Gr.antor .-ig-lhat Bor.-owet•s 11nd Granu:,r"s POS~o••lon ehd ~ II)' the Propo11v stwl-11 ""'.go'llefnlC'tl hV the, follOwlr.g, provi.km:s: ~••:ss&on and Uee. Until the ooc;un·enc:e o1 en E._...,nt (If Oe.l•t.1ll. Gu1ntor naev 111 1emaln ln po.s-.es:sloo .&-f'ld coflltOI o'f ,..,o Pf'o,,e.r,y; 12• UM. -opero10 ~r ~ge. ttw) FMponv: t1n(( 131 ,co1tect lhO Ren.,s-trom the P.,()j)ct,tly {thls ~lvlkt1iJD ill II nc:cnse frorn Lc!'ldc.-10 Grll!lnlor au1-om.11lk-lllly re¥Oked upon oclfeut,•. Tt,o. iollowl4'lg pt-ovis40fl5 taf•to 10 lho u,i;e ol lhD P,opertv en to oth,.... ......,ld:•tlomo or, ttwo Property. Th• ~af P.o-,,...tv Is no'I 'IJ:flod prii,clpa,lfV lot eg tiell"""'ro-1 -,vrposo-s. Ot.d:V "ta Maintain. Grl'l'llOt 18h911 m~"tain Ille Properly in \.e,nenteble concf,j(i.Q,J, .P.nd P>"IP'm~tv parfi:wl'TI ell repair.a~ ,...,,.co,,non1a, and melnt111nonc;:e n1,11c:es1111ol"'JI' to prourvo 1,,. ve1i.o,e,. Cornp&ilanCl8 Will'I Enw•onrn,arn.el L-•· Gr111mor reprv1Mll'lt .. end warraru& to Lgndar th11I: Cl) Ounng "thllil p,i,.rii;id or Gr•n1;<k'""• ow~rllhip of lhu ~rtv. thero h111s boeci f'lO 11,1.1,a. 1;1onenttlon. manufac:1"r,e· •IOt"11gt1. lro.lllMOf'II. ~SIil, r11lo&S>e ot thr""61l~ relea.s-e-ol any Ha:za•~a; Subl:l..llf'IICIIII by .ervv persc:in on. undlH' • .about or hom the Propell'ly; 12, Gre,,uo, hi&" no 1c..-..ow .. d0• 01, o, reG11,0n to IMlllll've 1t'lat thero ,,.._ btien, ,e;,,;Ct!li)l aa -,Nllvioulily diaclo-5.ecl to ond •c!knowtedged bY L•ndar tn wrltlnp, -1el IP'IY breach o, violation ol •nv £nvlronmen1:e, Lawti, fbl ...-.y u-. t;ion•retlon, manufecirvr-!111, 11u;»age, ,,111a1mant, ,i;IJ$PQ••I~ ,-1oaa11 or 1hr11•t•nl!d •1111lae911 ,i;,f any t-1azeri:1o11,1-. Sublil-lOl"l'Qe on. under, about or from the Proprarty bv anv prioc OW'f"IIIH~ o• ooc:,...,..n111 ol 1he P«l_p,nrtv .. ,01 let env 111et1.11!11 DI throetenod lltlg111:ion or claim• ot lfU"IV ldncl l:IV any pereon relatlngi lo 111uich m.atHU5~ 1111ncl !3) Exeep1 •• ,p1"ev.lou11tv clia-c-lo11od 1:0 a'11d •c1cnow1edt;le,c:1 bv Lende.r an w.-11:1n,g, 1-aJ n,c.11ho, Gran10, no, llftV teA&l"IL conv•ctot, 696M o, cttHJt 111utborb:C1d uaeeJ ot ~o Pw'OP<el"-"I ~ti u,so. gCJ~et.l), rno""utoctw•~ •'°""'· t,t-L, dtspose of .or r1111ktnse any Hazanlous SublltOt'lce °"• u-nuer, obou, er lro,m 1M P,-oportv: .or1d lb-1 eny auc:h 6C1;Y11y :sh41U btl eond1JC1•cl 11'1 complianc.i with oil .op,p,llc:.eb1o federal, slota, and loc.al lews. rc9ul111'do,no and ordlnnnc:llla, lnel11.1cfu'ta wltt'M)i..-t lirni1a1ion-DII Envitor.nenui.l t..,0,...,.._ Grant.or aU1hDri2.gs Landvr lilnd its ag•n1111. t-O IIN"ltar upon the Propal'1y to ro.tll.8 aucf'I in•p,a,t;;lliDlr'la end t,,•ts, et Grilll'lltcr·• ,1u\::,P•1>'n1oo, 8E L•rKI .. , n\ay <do.om •i:,,p!'ocri111t• liD doUJP"ff'lkla ,complNlnc:a Of the Prop11rw wilh mt• 11-ection 01 tho Deed ol "Tr"-'"''. AJYV in11pe&1lon• (I.I" teat& tnll.:ko by Lander anal! be tor Lancl11ir•s purpoc.es onlv .-ind &NIil not be ,c:,c,n.11trued ic cre.,Nt •nv n111pon&lbifily 11;1r lj.abtlity on~ pllf'I ot Lendecr 'tNCI Gr111in-tor .or KING, WA Document:TDD 2015.0120.002145 Printed on:8/4/2015 9:31 AM Page:2 of 9 Branch :NCS User :JILL Title Officer: MC Order : 346862T Loan No: 01-116712..06 DEED OF TRUST (Continued) Page 3 10 anv 01:h.er parson. Thu n1pres.enu11ton• anotl -•nbnd.-s. ccn1ain.ed hlln111ln ara b-ll!d qn Gr•otor·• dt.M;I cllllg.encu Ir, inve.111iga1ing 1he Propen:v for H•:urciow $~t111n1;11H1. Grentor tierebv 11) Nll&Mes arul waive• anv Wt~re Clflll"'-1& t1poln:s1 Lender ror ~nODmnhy or conHlbutiio,r, I,.. the •vfdlt Gren'°' becom.::s l~blet fen cleenurp DI oltmll' cos:H un.ao.- e,_y ~uct, laws: .11"6 [21 aor-s: 10 IMa-n~•v. d&fo1111d, .ond hold "al'ffll8$S Lender e,g111lrw.t any and 1111 cla1ms. la$$e&. llnbilttl••• d111mna,ee;, pen,ol\1eo1, and e,u,e,,•-,which l.11nder· m•v dlNlci.tly ltT fndirm1:.1tv "'-'li=tain ID"" eulfer res.uldng tram • broach 01 1ms fl.&'11-tion 01 the a.a.a of Tn,st ot lit. a con~[Juancie ,i;if any u-.e. vener.at.ion. manuJ11cntt•. 510,age. diapc:,eal. relu•s111 l!>J' thrE!aten~ r(t.11111•111 oci;;:uui.ng 1=1ricr to Gr•nto•·• o.,,..,n,erlthip or int.e,,.eal. in tt-6 P.fopen~. -hocll'l~ or nol the -m• Wll:11-Ot' 8hoi.dd Nllto'• t>Qen known to G..-.titor. The provisions of 1-hb IIM>¢1ion oJ 1he C)aeG of T~uill. lnc-ludil'lg the 6bflg•don t.o fndetnnlfy ttfld d111ft)flcl~ •h.atl •i.."'YJVC tM pDv,,tQnl ot lh• ll'ldebt•dne-h .itinid tM .ali*-J.Dc:lion and rcn::~v.a,nce of 1he lian ol thi• 0.0.d ,of Tirust and ..ti•II nol b,Q •ff.a,:::tad ~ L-endar"a acquiaoi~Klr, cf en.., .inte,r,e111t In '1'e Property. wh•t)l;e.r by lonH::foS.Ut"• .or tHRQnNkla. 1"111\lll•"nc•. W••r,o. Gren10,. s.h11ll .-..;,.1 ,ee,..,:ie. c:o!V$uc::1 o~ ~ml1 .a1nv ftl,li.jlan,e,c nor commi1. fl,O:rmlt. ot suH11,. D"" 5,,"l,ppln,g of" OF w-a&le on 11,r lo \'hu P,oportv o,. •f1lf ponJori o-f the Pn:1p11nv. W:ltho&n Umllfflg I.hoe ,ga,-,111Jt',' of the foregoing. Grontor will not n,rnovo~ or ,gr•l"ll IO .anv otM4' pwt',' tntt .rtghl w removt1. •nv limber, ,minGr"llr, Onoluding oll •rid gas), coal. CUy. scorla • .eoll. 1;3rewe.l or rocl,; Pf"Odu.c:111 w;&nout Lender's. l)fiOI' wrlne,r, cons.en,. R.9moYel of tmp,roflllem•ffl:•-Grentor shall nol del'T'IClbah -0r rerno-any IMprovementa rrcm the Rfut1 IPl"op8rty wi1ihout Londar'tli l)ri;Or w.-11:l9T'I con .. en1, Ac • condition to 1h11 rarnoval ot any t,nprova,manr&. La.ndar n1•v ntquira Gr1tnto, to fTH•I<.• a,.rengeh'l4Ms ~lisfe<:1<0f'¥ 10 l.oflod•.,. t.o ,.c,PMC4 •1.JCh ,,....pro..-.. menti& wOth hnp!t0-ffloli,nt8 Of at ha-t OQ'-Ml'I YIIII.IICI'. LGnder'• R;eht to 'Entor. t.tilndieif &ind Lendor':a; 1,90"1,s; end r-crpr.es.cnt.abYC:ls may ont11tr upot:11 1h11 R•-t11 Prup,arty llt IJIH reesorie'ble lime• ,:~ •Ulimd to ._.nder'• N'llhtrcat• ,md to inri.pect I'll& Ree• P,oo,env Jor !>W'po••n: o• Oren.tot'' 1a ,::omol•ar,,oe whh 1'.h11 IMrnli aNf ..::aodlliit.>ht! of lf'li:t Dood of 'TtuGl, ec,n,,p1i.nce lfllil:h Govamrnantal R•qui~ta. Or•ntor •tuill paxnp,1v CD1Dp4V. eTid "h•II promip1:1v ti;:aU•e eo.mpli1tn.c111 by all 11gan111, '°nant• or o•ti•r parson• or ent.lt..,5 cf .....,.,,y n1ttlH'e Ult'hltlSCAY>DJ" wh£J renit, te.a•• or otherwl:se uee or c<:GUJ)V ,ne ~riv •n any ,m,p_nner~ whh all h1w:e., .cwdinences. IM"td r.egula1lor,s. now ot ho&feeftitlr il"II c1lec1, of •• ,O,OWMnmental •utM,l'lie• ,lltpl)lieabhti to tho ~ o, oecu.Jp.u:n.ey of thai ,F>rop.ny, '"1:11ud4ng wUhcut ttmrtntlort, 1~ Attte.ri.ODr"ll!i Vllith Oh11Sbili1i11111 Act. Gren1or may con1:111at ir. gocd fiaith any euch la ..... oncliri,anc,o, o, regulation 11nCJ withhold comP,lance dvring any proceeclinlgl. inctudtng 1tppiroprlatm •ppeala, -.o lc.-ig • ., Grontol' hllll notlfi•d L11naar In writing prior 10 daing 50 an,d ao long as, l'1 L,&ndar"& aol• i[]plnion~ L.ander•s J.ntiim1111,t111 in 1:ho Ptopen"' ar& nor j,a,op11rdl:ir.ad_ Lander ,m11y .re,ciulre Gr11n1or to po.Ii.I a,n.,quafe 1>9C\.lrillfV (!Ir ti ClllfllttV l>ond. roe•o~bt'I .... ,.,1ect01"v u:,. LIIWU'let, to pro:t.ec-WJW111i11r"111 in1..-e111t. OU't'!f' 10 P,c,Mct. ~'M;lr egFees neither to ab•Pdoo o, l&1111V& uneu-.nded me PtOQt1r1v. Gr6nto.' ah•P <lo "911 ctlhtt, •ie,a. ii'\ •dctltia.n to lhca• acu. ••• '°'"h abo.,,.. in lhi• &eet.1.on.. wiik=h ltom tho clleract.-t and u•11 of the Propartv am ,..,i,orMlbJV noCC$Sllr'V lo protec:t oo:,d pre,,c,-.,.,c 'lhc Pl'IOIPOrlY, DUE ON SALE -CONSEl'IIT av LENDER. Lend-mey ••• L•ncJe,.•a cp1k!on, IA) ~., .. lmmi~IA,,ely dullt •"4 p;11.y1111:lit,,:, .,i1 a1.1rns SCIG.UrDd by this Deef1 ot T•U<9-t ,or ifl.l inctCIISC 1he lnlet"-1 rate prowkJed for II'> IM Note or o~,r docurTWnl 6Y'Htoncing the lnc:htblethiess IDl'ld -,,po-suet, 01her eondition1a -l.elWllltl' doems approFMNllo, upcin 1ho •nle or transfar~ wlithOul LilnDfrr"• prtOr wrillen co,ns..-.t. of ell or •nv pert ot the Rtt,al Pn:ip11rtv, itN" eny int.arest ir. 1he R-1 Propeny. A -a.aha. or tr•nal•,· ma.ans. the c:on-varu::G of IR11a1 Prcipanv D!I" anv right. tit111 o;r lntfllnt!U in lhll! Real Pn>pe.tty; wr.ecbc, teg81. t:,enef,lei•I o.-aqultabl11J wh81hM Yol1M11•rv or tnvokJnl.&ry: whfl1her by oi.nrigtit sale, dollt(f. Jn11,ta1tm~t .1,•loe c:cntract. land co ... trec,, c.0cniu-.cr lor Qeed. Ni141111ehold lntereat wilh 11 1erwn gree1,e, 1hen ,tvee C3) .,,.,,_,,.~ jaaae·OJlliOR c,omrec:t. ,Qr t>y e1111e, .. .,11lpTV"e1nl, CH' trenofl-fllf"" o:,f "'"'" be"'liilflei•I lno!,r•11• ir,. '" 1"o 11,.v ••nd o~t ho!dliinoe title 10 tl'Mt ,:i,091 Property_ Of' bv .env ot"hor ,.....ot-hod 01 convev1u•oo of ar'I lotero.a.t lrl, ,t1o .RiDcal P.tco,on...-. U orw G,om:o-, l• ci. co,a:ioratkJn. JNlrt~rehlp OF Cl..nltod 11.at,1.tlt,.. c:omoenv. uens'htr elso lncludns en,.. ch8"!'.JII 14-. o,.wn.t111itli>o of mo,,e 'lt1ati ,_ruv•J.ill'o pen;ont 1.2'1S~J 01 Iha -..oung .-10,::1<, pnrtri.r,•hi~ iru.r-.u, .o, 1>milud 1;.a,u;iitv C>01'1'lopa,.riv ln.t•,.. .. u, Of; tho& c:HiC! m•v btii. of •~cit, Qr111ruor. fio\1¥*'Y'f<', 1;t>i!i cio1ion •h•U not bl! •;w;•rcla-.d bv LC1'1dor II 11uch cl!ercis11 4a prohibiLed 6..,. Cod•rn, t.ew er by Weahln;it<>n l&w. TAXES AND UEIIIS. Th• follow I~ oro~s'-c~ relfll~Ae 1(1, I h<t 1;:lll(OC, ol"d lien• o" 1he F'H)Plllrl\r 1111'0 p.e,n of tblfl. Ooed-.of 'fru.i.: P•yft,•nt. G.fe.lH.or •h•JI pay when dUi6 (llllftd tr. &'II ev.nta ptie>I' to t::i_.lftQY11,,c:VJ all texo111i. MH!C.1111111.rucea. ••1.u&&rne11n.o. c:hargG• lirn:.ludln,p Wfllfel' afld sower). flncl-.: ,nnd impca1tiionr. h1vl11d •&a•Wl•t or on, &CCOLW'll ol 1tlo hope,1y. and ehaN pay wtion DU• all daliml!i tar wo,..._ dono on er to.r sarvica• rendunid .cw ma1 .. ..,ia1 tumi4hltd «:i Iha Prapanv. Gr.-ntor ah.all malnleln the Property hee ol el) lien& h11ving priority oveF or 8Q'Ua1 to lh,p •ru1D1e1llt of L..,,,de,r ul'\illt!lr thh Deed Df Tn.1st. e:wcept for tM a.en ~I te!lle-1, •"d ea•us1nal'U!!I-nc,.t dUe end e101ce;pt .as ct,,..wJ•& pro...t,c10,o ;n 1tus DeOO of Tn.1et. A~ ito Co9" .. ,. Gf:tt"'""' nwy u,,Jtht·u11ct p11ynaen1 ol e,w 11.111•~ 11$.'"l,e•sme.nt, or Cl•ffl, 011 CQ!'IIWCUo" wl1tl • Gci,t;:i.11!1 f,100,, disp,LNe o-r thD obligetlon 10 pay, a,c, lo,,,g •• L.e,,n,ile,:r'• inteFe•t WI the= Psop1trty b nGt J.eopa,diaed. If 11 119", 11n .. e;, Of' is fllod BS • rosul't of flO,np.,..-,nant,. GraJ'ltor M'W111 wHl'ltr> t,t1•on (ll51 days 11Uar 1ho Hm" •rise.a or, lif a Sien nl filed, Wilhin 6fti11Gh (1 ~J d11y1, eflet GtiDnto .. ha,a, noUC6 of th6 fioln'l9,, Mc../HI ~ha dis,c:her,go of the Jien. or ii reQ'UD<lltad by Le.n,de.t'. Dllpa•U wl-th Lender c:-h or• aulflcienl c:D~J)Ol"•t• aurat'V l>on.d or othllr sec:vrity aatl•tactor,.. to Lander oln •n ern.ttuM .. l,.IJflC'8M ta dis,r;:harvs thie hen pilulJ. •nv i;.Qllt.a-end •t~Cll'n.Qr','11" fe1t1J, or o-ther ah•rg-that ,oould acorve •• • ,-uh of • foreclosure or e,el,e, undel' !hip lien. ln IIP"IV com:est, Gr-anlOr :9.ha1I de,.nd h1tolf •nd UndeT •n(i et',111,l ••tla1'y ·~ lltdver•o judOme,.,I a:i.1c,r,o <lil.,fc,r,;::111irr1oi1Rl ag•lne• the Pn,partv, Gu1n1or shell n91m,a L•nder •• "'" 1111d(ll"fll!)nA1 obtiQCl,e ..-n>dot o1mv ,11;ytetw bond furnished In, Iha cont·••~ P<"~!lilding.0-. Evld1tnce pf Payntanl. Gr1tn1cr llh111l ,upon d111mund furnish to Untter &atiafa.cn>rv e"idenca of .,..."'mant cif thCI tDX.Qli c,, 111s•11u1-..nants and •half 11u1horiz• 1-ha ,11ppropri•t• ,govamm&nlal otfici•I to d.livDr to LerMllmJ" •t any lime • wrltt•n &leteT'l'MY'lt of the t:a;gn and ea1ie11arnonta ag.al.-.s:1 tho P.-oparty. Notk::a vf 'Coft.Uueliioon. G,e,.10, •t,...,.11 no,lify Lbndar at ~aiH ,,,ffal"l 115J da"* b•to,,a, any won< ;s commcr.cad. eny -rvlc'lt& •r• fun,~, or •nv nuneriels era •u~d' to thlO ProP11rtv. If anv "°119ehanie"& Ui1t1"1., m111-arJehnon•a Lten. or ott,.., llon could be •s.-rtad on eCOOl,M"II c:,f 1he work. 111c11·vrea•. or met1;1rlal1J... G rsnlO, v,,ill opon Nlq,~t nf Lend1tr h.,mb.h to iAr-ilh' ed.,cini:;.,e •:s4',lrancei, a11ti111fecaor,.. to LendlN lh8l GrerilOI' ei;lft and wm pny the c::ost ,:ii "'udl 1-p,ro'll'IB,nenla. PflOPERTV l)AMAGE tN-SUR.ANCE.. The follow~n,g pro,,,!~!$ relalin,g •o ~~Ing 1he Pn;,pt!lrtV ar,e e part DI dus Deed of Trust. Maln-H1n.nDG1t of IR$urenc;1t. Gr•n1o,r :s.ha!I .pro,1;:u.-.11 eru;I rna,int111tn policle:e. Df ti.--e-ina .. ence w.ilh st•Mderd e,,irended c:o.,.,111ge eel'ldCl-l'•ttrr,.-,u. on • rep4mceme-nt baalf: fo"' •ti• hJill &"""'..,,-"'~ ,,,,.iiu,e ci1111,1•,rl"D ,.u ,mr,.-overno ... l• on ,he Aelll Prc,perty !rt en e,,nov,,,i .. vniclont to .nvold e?.11hc:110cn of •rrv c:clne1.11rftt'lce cll!ll""'•· .o'1td withi 11 ••ond•td mcirtlliJapoe claui5e in h1v0f" ol Let1Mr. Grart1or 15,h•II ails.o p,rocur• and ~n-n1in c:ornpre11.ns.1..,.. pe~el Oebllity in.s..i••nce ln such covcir-ege ,m,ou,,i,s-,IH· L6nd6t .ma.,. .-.quei•i -w)tf'li 1·.va,..., al'ld Lende, bM,,o nam .. d •• adoClili'o.._...l 11\&ured• in f.u(;t'\ li1tlbilf1v in~l"Jt-&nea p,oflcic:lli-AdOllio.ioltv, Gn!lntor •h>ol• n'Mlllr,1ojn, such othiat lnaure~•. ~nchnllng buc not lbnhocJ to h1tzancl, bualru,ss l•UO'l"l'uptiell"lo, .nnd bo~r ln-auranee, OIi Londor tr1•'Y •eo.ao,i,nb1y ,oquirc1. PoUcles shall bD INrlttcn fn KING, WA Document:TDD 2015.0120.002145 Printed on:8/4/2015 9:31 AM Page:3 of 9 Branch :l\CS User :JILL Title Officer: MC Order: 346862T l.oan No: 01-115712-06 PEED OF TRUST (Continued, Ppge 4 form, amoun~s. c:o..,.11gas and ba•io .reasCW'lablV ac:oop1at»-e to Lander encl is...,.d by Iii e-off)JNl.ny ~r comp11nles re•50lr1Db1v •c:.c•fl,.a,bk, 10 u,w ... _ Orantar. upon 1"equa1n of LEin•r. WWII del1Y1tr to Lendeir 1,on,, iinow,, 'IO 1ime die pq,t(ciert or 1:;1artlfiq.au111 ol rns:urenoc• In fQl"m ~•tlefactorv 10 Lefld•r, ,lr,.elur;Hng •t""-'1etlorwa-tl'a&1. COv&i!'ll!)oa wilt no, be c:encal/lM?I er dimi:ribhec:I without .111 i.e-t thlny t30t dav• cirior <wrltt.un not loo ta Under. Each l,..,...,.onc;ie ,::iQlicv llli•o ,a.hall Include en e,n,Ocwstt""lllnl providing that c,0,..,011190 In l.awor cf Llllnd'Qr wm no1 IHI ~p.ln1d in •nv w•v ~y ,;i,ny IIN:tl., omJ6;11io,. or dt!llault of Gr•ntor 0r any ottMr pa,~n. Shol!,lkl lh• Aee,l Pl"gpur"l'W' bo loc•tlll<t ir. on m-c;lee5'i;tru'ltcd by thl!!I Adn1lnbtra1or ot 1ha FRdaral Em..-vencv Men.1199Ment A,gencv .as e spacial Oood l'asz.a,rd ariell. Orantcr agroor. to ob1-11in ,111,i,d f'1'1elnu1ir,, Feder-111 Ftcr,o.c1 ll'IISW'9nC:Cl. k ov,iilebl•, woillhi.,_ 46 d•...-. a.her riolio• ia given by L.end11r lhat the IPl-oportv b locatcid lo• spltcial hooCI hazan::I "6t-. flDf 1two tu:U unp....:11 pri"ci.,.il balance of 1t11i1 lo,an ancl any p,nor N11n1, on thl! J)l'opa11y •e-cum'ID d'la loan, up 10 1t1II-me.,;;n-...,m, potq llrnJQ. ••t \,llnd111r ltw N•t~on,a.l Rood 111•1.'r•l"IC>C ~9f8ITI, or .in; c,tt,,p,Wlf'l•et roq;1,Jlr-ed bv L,:nder • ...,d to ma~1.eln 1,ucih lnsurDnce ror Iha t.l'lrm ct thlr loal\. A-ppllij~a,loao. ol Pr--d.11. ~anlOI' "'""'' p,-p,ly "ot>fy Lafldar ol any 10•5 or dames• 1.0 1h& Pt>apar,;y. L11Tid11, IM4"V rn•k• Jl"""OOf ,of loe.a if Granto, fall• to Cllo ao wl1hl~ flhaan {16J da...,. of th• c..•~ltv. Vllhothor OF not lA!ndor'• a111-c:urity ~ impalrlld. Londar ,nay. •t L•ndar"• elecllil)n, 1~fve end relalJ'I the p.-oceods 01' •~ inaurance and a.ppty UNI' p.roceodt1 to ,ne .reductla.n ot 1M lrMlebWii:lneM, p111vm,an1 or any lien a'fr.etil"IQ 1he-Pr,o,Pll!!rtv. OI' 11:he rv.not-atHJn and rttP'lir o! Iha Pw-QPBll"JV-U i.ender elec~a lo apph/ 'the proc,oeds to rastoratkm and ,_.,.,. G,-m.Ot" s.hall r.epat, o, re,:,teco u,c, dnmMgod or dosu·ovccl lfflllM'OY•m•nn in • manine,r &1111iaf•cco,r~ 10 Lender. Lend111r •hdl. 1.1po" Ballel.elor'y' proof of 111,-uch .,~ct,Jt-o. 00\r or n:imbut•n -Grantov fron1 th• proceer:1.5 to,r thlt l'easonabie cost ot N!lpi!lh o,r Nl!JlOl"aliicin 11 Gr•nu:,. .Is not In C.ffl,..lt under •l\l.s Oood of TA.111,l, July proa.adc. wAlch have not been dl!lt,,Ulf•.-0 w1'1,m 180 nav.e. atte, the4r ,e.ceic11: aN:I wJl.lch Le.,de, ha• l"W)t coml'm1u1c' 'h:I ttii11 rep•ill' o., .... ,.o,ahon ot the P..o_per~.,. •hot! bo '-'*00 lli:st lo ipov •ny amount owl""EI to Lender und,1H ffll• Deed of Tn.1111t. than 10 p.lll' ,1111i::cwuad li,U11'f!o•t, nncl lhn NUYJDlo"ldor. 11 .. ~. •NII ~ epplktd ~q tffll p'1nclp•• b,111,ls,n~ of lhllt l~abt.dntt... It LonctOI ~°'de nl\y tJ,l'IOCl*da .alter payn\l!lnt in lult of di.a-l~ebtedne:r.!lll. !lilUOh proceeds shell ta.. pe5d Wi{ho\.111: Interest to Gr,1111n1or 1111 Q,rentar'• lntar&sw tntoy appaaF. Got .. tor'• R11111strt D" Insur~•~ UPOl'II f'CQUOl&1. ol Londo,., how~r no.t more 1han on1.111 a ynar, Gn:1nlor shall full"Tli•h 10 uno• • ,report on each tu,J1S1i1'19 po~ey o• if'lswance .ttowinw; CH d"le n1111rnt1 ot tha -insurer; (21 the rislul ..-.a.u:,ed; (::Jl th• amD'l,a"iC gl ~ poli,i;:y; C-"llt thl:i Pl'i.>~ly iina1.1re:d. tJ'aci Ulen current seplocoment velc,o o1 a.UiCti property, and tt,e mennlltl' ol daletml~9 lhat v•k.oe: a"CI f5l t.he axpltatlo,.. dato ol tho policy. Gran«lr Ehall. 'Upon ~U111$t of L11nlfar, l'>aV'lll 11" iirtdep,and,i;int s,pp,rj!!Fser 111,•tl111f.11c,ovy 1:Q L•....cl•r d,11ennlrH11 the c-h v11tve n1pl.-c1:1me,.., -OD.tit of the Propa,rty. LENDER'S-£XPENDITU'RE!S. H any cic-Hon o, pui,ce.d;ing ia aommant:cid that W'O'Uld rnaut•f•llv affact Lander'• intarea1 in tha Properry or U Grantor talJ.a to ,com,,t'v wtlh •nv provh:IDn ol this. Oe-ed' of Tnast or any Ralaled Doeu,ne,,1:s.. 1,.,cludln,g buit n~ Jimi~'f;ld ,a Gran,.,.,.,•11 failur,.i tr? ~i$ol;h.il,Oo ot PlflV W"tvil,n <!~Ill tinv a.n1o,ur,u1 Gr.nt;,1;1s 1,i. ~ql,llirl!:IQ ,o dl•ctia,ge o, PfliV unQ(llr ,h~ D~ of Trr,nu o, any Ae141le4 CN;u;t.1JDC1nlo. Lende .. on Orl!ll\lOt'• boholf m11y Cbu1. :1i'ietl l"IC-1 b4, C>hllg.olCd lot 10~0 11nv a1;non th•1 Le:nd""' d11ems •pp,ros.po,;1.ia. lnch.1dlng bu1. ,.o, Uml1e(I 10 diacch11r-u•l"IU Of 100\l'lng, 11111 1uw:~•, llitm41, eeeuri1:v 1"11D re•t•. ori,r;u,rr,bro11neo11; and ocher ct11111'1'1•, at 111ny limci 1cvl111d or ~&Cad on th'8 Prop,orlv end p,oylng nil Gol!i:t& tot mzurino, molntoinino ond' .,,,..11:......,1.r.io the Pi'ope,rtv-Ail such oe:qMindflurer. iru::unad or JJeid by Lendo,. tm such, p1.1fpo5111-& will tt-1 be&r intONHH ar thl;I. rato <,t1111roecl ul"M:lc,r •h• Note rrom 1he det.e ~n-ct.trr•d or P"!i~ b'I/ Leollklr ro tM date of rep11't'fl"ln1 by Gren1or. All ei.,ch illllPCl!~.!J wllt become, 111 perl of ll'le ll'l(klbtednes, and. &t ler.od••s OP1'°n· w-llJ IAJ be paveblc -o-, 08fl"lflJ"ld; 18~ be •iddeel ,o tl'le tNIIII~ ot the: Note 81'!d tio oppgrtiO,.od omoriia and DO i:ociveblc w;c~ •nv '1nuaPrnont peyrncn.t• to bocon,,,t1; dr.ae d11rJng "'4lh0s' flf the. 1crm or env aJJl:)lic&blo kneurenc,o, policy; or {21 the Nln'lalning t1!1rm of tho Ncrto; or 10 be ,,..111tnc:I as • tNt11oOlfl PIIVT"'l!lr"lt whfch wlU IJa due and payable ;at ma NDta't. maturity. Thu Oi;,ed of TrYat ao~o wm 11111c.U'l'9 pe,;m•nt 01 thll$-9 an.OlJ*'lllll, SYCh rll)h\ shal:J ba In odditietn to 811 odlar rlght• Gfld l'l!llftlllcltl!llll Lo whicti :t.ende:r may be &nl'lllled u.pon Oef•ult. WA~RANTV: PIEFll;N$1E ~ TITl,.E. T~ 'follo ....... in,g l)TO.,,,...lons reltitlnQ 'tO 0¥'a'l'IIOr'Sl\j,p ot me P'r~rtv 11!1,0'6 .fl a:,ar1 0~ lhilll 011111d of 'Trust: Tftlo. Gt81"110r warr-e,nu lhe'l: Ca) Gram:or ho~:11 good and marketable tide of ncord lo tha Property in f-1!1~ aimc,le. h•e and dear ot •II lieM •nd anc,....,,branca• OlhoeT th.en (ho~ :841. ror,:h •n the Re.af Propen.y de•criptlon or in •~ tille ir.urance :polle'o'. 1i0• rflpo,.rt, or tinal 1L1te oa:,.nlon ~ In faYOr ,ot. ~ eecc,,:i,1.0d bv, t.enoet ~n conner.:1ii0-t'I wi1h thb Daed of Ttu:s:t. end tbl Gu,m.°" Mas the 1ult right, ipowcr • .ar.d authorlty to execute, ,a,nd d.otl""'84' thls: Dead or Trust to Lefllcl•,. D•f•n-of Tltie.. Subi•C1 11111, ,he: ai,;cep1IDn ~,.. 1he r.,er•g,,11.f'h abOYn. o,.1mtot we,rrti·,n• end will foll"Ove.t dolo"d the 1il.18 10 1he Pfoperty 11196ins, 't~ lewlul clDlms of l'I• t,,k5011:II, If'! u,e. c,vc,nt anv ectk:i"' or JJ,roceedino ts comrncmc:IIHf 1hl!lt q~9,1iona Grant0t"a thio-_. the .linta,eet o I Ytua-1eo pr Lendor under ~le DIDed of Ttust, G rnntor lihall defend 'the 11,ction D1 Grarrtor·• ci•pons•. G,antov ,nav bill ar,,p nominal pan:v In suoh p.-uo-dln,g. but ol.Alfl!dor ~hall bu ontided 10 panicipa,le .i" :thai ~i:,c11ediit19 al"IPd to b• ,epnl~t•d ir. ·1he proc:.-ding bv ,i.0y,..e,I ol Lendw"• c,wn chc>H:;11, and Or•mn, will daJ!Yar~ or ei. ... -10 be detl-'9d. to i.11N1d8r s...ch iqeuumants -L4nd..-11'1\eiv raqua:111 hom tlnae to ,r1,... to pe!,rffllt e•,11:h parUeilpatiQn. Conlpllan,ca Wtltl t.awa. Gran1nr warrents that thee Propeny •n.11 Gran,o.r"• ...,.. or 'tho P,oporry compikas wlll"I •U ',!111ri111ln,g 111,:apllQ1111bl11 tawi,;. ,ci,l'dlnanc:•s, and ~tion5 o1 ,uova,.-antal authonilJat;. S...-v'val of Ra~mMlons and W11R"antle$. Ad rep,resontallons. wa-rrendos. and ag,reemm,nu mede O't' Oren101" In ,hr• D••d or "Tn.1&t shl!IIJ .,.,..we t....-exaclAron and d.-W4orv or thts. O•+d 01 Trust. clholl bG-condnurng P'I nol!U'rtr, arid ~hall f'18ff1Bin ;,.. full h;1n::ie and effec:1 un:t-il •uch •ima el!i Bonower"ts 1nclatn:edoass l!ihall be Pl!lkl in -Ju'II, CONDEJIIINATJON. Tho following, provisio,na ,,..,.ti"'U to eon,d•rnraation proOeediJ'IQB t!lnl!I l!I P•r-t ot thi"S b6-ed or Tl"Ultt: ,...oa..dinips. If anv p,rocalM:li"O ln (;()r.l(h,nn,otlon is. Iliad. Granto, stmll oromp1.1y nollfy Lonelier 111"1 w,-;,~119. and G,a,.tOt" 1;haJ1 prompdy :tak• 8'1Jc:h t;top.j; aia. may boa n.cesa;111,y to d111J.lll'nd th6 •Cbc,n •!"Id Ob .... iA the ewe,a. G,,Mi.Wt ,may be the, l"'IQITlln.al panv In auch proeeedf.ogi. t:iut L111ndnr .twill be em:i'cllllc:I u;i pal'liclpata in Iha pro,c-ding aOO to be tOPf"••or,leder •1,1,Ch W'l!:iltl'umcots and doc..,im(!"nUllfon e~ m•v be req,,.ie!!,l!d CV Lendei, from time 10 dme 10 pttrmir •uel'I p11rlk='lpabon. Al11Pllc•1lorli or Not ,..DG-etli, U .atl or anv p,art od the PrQper:t:v •~ 1;1ond11ml'M!!d by en,inant donlain pr.oGl!ledinlf!I, or by 41ony procoedlng er J''--ChA•• In nau of ,co"d-1unn.ation. Lanc:MH ffl&y .et ii• eh1ti=tion H1o(Jl.&I'• tlhat an OI' env !PP'rtlon of 1he rml pr~ocls of tho n-w-d bll applied to die l.ndcibl.-dne•• o, the l'apaiF c:ir re•t01"111tDn of thie P.-.op11rtv, The not proc.cc,ds ol tM .-Willll'd shall ""•Bn itw, aw..-d "l!her ~vn,,en.1 of a11 r•Ne>n.Jlbkl cc•••· a:11pe~. •nd lllll"Qrri&VIJi fli!ofi!'l!i •ncur,ed t,y T,Ul'tOG ot '-0"4:lle• •n conn-oetlo.n wHh ,;t,ie ogf'\OemnaUol\. IMPOSJr,fON OF TAXI;$. FE£$ AND CHAfl(ll;S flY GOVERNMEN1"'AL AOTHORtT1ES. The tollow-.fftg proVU.iona ,,elaling 10 eov~rol'rl>4"1'\tfll '"-"')Co!J·JII. foe• .e.n<I ,:.heilgilll• •'• • p•ri of lhis-Dead of Tn.1s1: Current -Y-aa,•, ,=.aa •.-.:I Ch-cJ•& .. Upon ,.aQUIIISl by l.,IITIIICI .... Gr.untor e:hoaU o:,,:,ncutc -such documents Ir, addiroion u, 1h-. D~il=~ or Tru1111; .end ~ka wh1111;a\rat oltlar actio,n N!I .-.qua•tad by t.-'ldsr tt> parl111,i:t and oc,n&k'luB Lwidor's 110,, C"- l'1o Rei,I f'FOl)('!M;y. Ur .. l"ltor 41,hl,,.II ,re,imi:Jur•e Lender lor ell ttncea. es de11criba.:I below. togedu1.-wl1h ••~ ei,;pona~• KING, WA Document:TDD 2015.0120.002145 Printed on:8/4/2015 9:31 AM Page:4 of 9 Branch :NCS User :JILL Title Officer : MC Order: 346862T Loan Ne: 01-115712-06 DEED OF TRUST (Continued) Page 6 lncuned ;r,, ,ecordl11g. 1Derlectir,g ~ oonf<nvlng thii,s; Oeed cf Trust, ,inclvdlng wl1hout Umln,llon ell t-,,ie11,. tee"-, doc.u,n.ont,ory s1omp11,. ono Olhur ehe,-ge11 •or recio,olnig er regi&uu·tt,o 11'1~ Do~ cl Tu.Isl. 1"awas. Tho rono.,..,lil,g •h"li c::ons1•t~.n• u,.xes t,0 whle:h lhb: Mletlon applles: OJ • specl,Pk; tex upor, th1m 1VSJtl ol D-d of Tru•t i:ir uPOn 11111 or any PP'll ,of U1cl l~dobtadl"ON secl.lf'ed bV ...,Is Oecid or Tru,:at; 12! • apecHJc uuc on Borrower which &>rro-•r fa authorlzt:id or ra,qulred to deduct from p,aym•l"ltli on Iha lndebte~s:11 11ecu.ed by thl• t'IPO o-t Dee<!! of Tf'vgt: t3J a ta)l on •hEB. •v~ of ~c:I Q'f T,viu dwi,geal;Jle 1ft9IHOllt thl8 lend.or~, thlP h~a, 1:111"ci N.oui,; o8nd C4~ D sp,p,clflc tai,; ID#'! •'II o, IIN'lY -partlon of tho lrwdo.btedncrl:8 Of or-p,D"'ffl't9nle OIi prl-'!e,i,p.a1 and lnt,ere.- mflde by Bol'f'IO'WOt. Sub-~ni Ta...... t1 •nv tax to which 1.hili. aectlDn 11ppliea q l!'Oft(::lad .,ut,:sac:ii~n., 1c, the da1,e-of •hi• Deed ol Tiru:111. 1his •""'"t studl h11.,. 1h111 11-11rn,;, sff"e,c~ ,ftfi. an Event o1 -DP-rau11 • .i,n(II Len<tor wn11v e•er,c:l•c.t e,r,y or oll of ils ei\1'11tl1:1bla rernediae for •n E"'"'"t of Defa,,11.t .e,111 p .. o..,.ded below unles!II Gronto, el1har lH pa,'fi, thi, uuc belore i1 bocofnes dotiriouG.-.t. ~ [2) ..:o.-.tctsu, 1ho l01< as pcovld~d .-1),ov,p, Ion lhO Taxos ofld t.Jaos acctlon .end depo•tt& with Lender cash or ra :autlll:::lant e<uporata s1.N&ty bond or othel' &11!-DurUy ,-.e1iisfactor,... to Lender. SECURlTY AGREEMENT: .FINANCING STATEMENTS. The killowing provisijons rela1in9 to t.h111 Deed of True\. e" e ••curl'ly agr-rn11r111 ari11 o pa.rt 1:11 this Deed cf Tru•1.~ S•ovritv A9,--m. ThlJ irll51:Nnnl:!!nt shell OCY11sti1u10 • Socu•••v A.g:rovrnant 10 Iha •:ii;•on-t: cv,.y of 1t.., P.-o,:,,ertv ,c,o"•t.1u1•a. fi~111,1ros., .,,.Cl L~cter sh11ll htiW •II o~ the f'i~hto of • ..e"'ed P&rly ~ lh* Un1•~,m Comn'MttClel Coda o:1 11:unended lr,orn t.lme lo tlrnc. S•cva-i.y lm•,.••1. VQof'I r111QUOS1 t,y Lend•r, Gr•ntor -sh11II tal<-e w.h-btll'll't!!-t aetlon ;a reciuu'led t>v Lender co parfe.et and i;ominua L.Rnd11r'& s&euritv i:ntareat fn the Renea .. na Pat$onal Pl'Opertv. In addltie>n 14;1-r11CQ1r(flng •his ~ or T"-"•~ In lhG H)JII P,~PO"'r' rai:,ord:a, L11:t~r rn111v. 11111 111nv 11..,., find ,wJt1,<>t.A 1\.0rther 111vthori1.ooth:an fr-om Gr•nt,o,, lilo 11!:Jletie'U'ted c:cH . ..,ler,pau,ii.. c:op1aa or ll'Cl)t.OduetlO#'le. DI ll•l:I• Deed of Trui,-i' a11 11 flrn,nclng llolelenuint. Ou,nto, n.ha11 relmbun.o Lender fOI' an oxpensa1> in,,i;:U<"r&d m p'E!rl.eetlng OJ" contlnulrig ,his IIB<lUrll'I l.nlereelL Upon drefaur1. G.-amor ah•ll n,gl rllilfflll',..IU, $41Vlllr or-derach 1h11 Pe,r1n::M·i.1•1 P-rcp,anv tram-1l'KI Property. 4,Jj:Jon llllaf.ault, G.-ant1PT lllllh!l;in -11t1111111n,bl111 11nv f"m-•on11I Pro4,e•tY not •ifh,,ed to the P,op,cn.,,.. '" • m11nntt, end 111 • pl11ce n1eac,n"b1y c;o~nlcnt l() Grantor 11nd Ler,d111" 11nd m11ko it evl!Wal:ile 10 Lerw:ih:Jir wlihin 1hrtH:i 13-J d•v1; •tt•r re1celpl of wdtte,.. derrNM'ld trD1Tl Lander to u,o ex1en1 per.mlttoci bv 11ppllGB:b'.1B law. Addr-s••· Ttle m.a,lling o~-drosin• of Grant-or l<lot>'l()tl •l'KI LenO&r Csecur'ed p,rn:y) ,,om wfllch tntorm1nk>rt ccncarnlng the securiity 1.,,,..,.0-at 9r0Med by thlis Deed ol TrU$t rnov be obtolned-,(each asi arequlred bv tha UnHcwm eo,nrna,cia1 Cr;w;t11J 11.-a .ai. stallDd an !he lfrs.t peff C)f this Oeed o-1 Tnu.t:. FU.ATMER ASSURANCES; ATTOANEV•IN-FACT. The followiln,g ipro"'5sloN r-e·l•tlng 10 h.-lther asaut:ances end et10H1ity·iitl·f11c1 -a Oturl c1 tf'lia O.~ cf tr,.,,s1; Funhar A••--••· .At """" time. ar.d ff"om limo to tllno. upon requv5t. DJ Lander. Grillf'lto.-wrn n'lakl'.I. u:,,;111et.1te and d11li1.1,u. or will caU&-B tci be maOII, BJ1<o&eutod er d'.crt;..,a,..d, •o L•ndar er ta Lnndar'• cloalgn,o11, and whan. raquus1ud b'l,' Lendeir, c,i,°"4" 10 -be med, r,c1oorded, r,;i:fJlecl, or r•1uiuc.:ordod, 815 tliu ea11a may be. a, eucll timo& .and in 11-..ch office• ..,,.,d .Pl•e:•11 •• L<1u,oer JnflV (;!!ll&m flPf:NDprl~a. illll'Vlf 111nc jBII 11ouch rno.r19.pgolll, deed• ot tn.151. -curi1y deci-ds. :J1oc1J11iry eereomonla, l1n.on.clng s1asll!fflenu. e.o .. 1,nua11cn ••••~-•. iri~tfll,lrnertto of lurlher cu:iat.Jr.nrtea, ce,tilieetes. and other doc:u~u •• m11..,. In 1h11 so&e o,:ilnlon of Leru:l11r. be neeuu•rv or O.s:Jr•bte '" (!!«;IOI 10 •lf•ct,...1e. C>Dnlpi,)te. P11rf..c1., eo.n1irn.-. M i:i,tMe,.,. !1) 8orf'Owe-r·w ono Gre"lor'a1, 0011geoona uMer tne Noto. 11\la Peed of l"r,i.,1s:1, find the Re1al<l!ld Ooc:.u,nanrs, end (.21 the tiien'!i end IM!IC.I.IPity ln1enia.1• creu•d bv 1hle Dciod of Trua.1 as tlr•• end prior li0n1, or,. 1.ho Pf'Openy, whilT~ now ownlild o, ,,.reef~,.., aoqulr11d bv Grent"10r. Vnle111$ pr0hibi1e,cf t;,y law,, or 11..en{loot agree11 HJ the cor1ir1Drv h• writil"ISI• Gr11"co, shall tuini.bl;ir410 l.erwtflf'" lor ell cmi.ui •m:I e~ntiec"' linGt.1rrnd 1n c,gnnei;:~Dn with the mauers n1f•rf'lld ,;o In this ~r.111.grnplh. At:torn.'1(-l~act.. If Gr.amo.r laib 1.o d() any of 'tl'Mit thin,os rch,:tr,od to Ion IM prec-.ding peJ"agraph. Lnnder rn.my do :ao to--•OO In rhe namflo of a,.11ntt1r and 111 Gn1nto,~i; •xp&n.lMI. Fot" ,suc;h pur.po•e,&, Gu1n10, her•b\l' irnavocab1y appof"UI ~n.doc •• Grenila,·111 •ntwl'Wlly-in.-E-.:.1 ror lhe purpo5e of rn•klng. •x,ecutin~. o.tivlllr'inQ, liti.--!I). te~vrdil"IO, •nd dc)j~ ell o\het fhinas II.JI rnay bllll n11eessarv -.r do,s.ir-a,bl,a. in Leodar'• aale opinion. to accomplll•h 1h11 1n&t111KS J"aferrltd UJ in 'the Pl'$C00ing C)Ol'fliil'OPti, FULL PERFORMANCE. It Borrc,wer and o,antot ,pay ell d"l11 lndeblcdne•a whon duo . .....o Grarttor 01t-«11rwlaa po.-101,na ,1111 1h6 o'bll9aliona lrnpcsed ui,on GrantOf' undllr ttlis D•e-d of Truet, Lender •hall 111:11;111cY1e 111"d del""6r to Tnntce 11 ,equast tor tu~! uicon¥0y111.-co0-ond :st,oll e111ecut11 .and dlllive.r to Gf11nmr suitable st111terner'115 of •~rninDlior. of env flouanclng •uu11imant on filo •Ykl•raclng lAl"dtir·• 11:eeur11v ..,..1e,0•1 Ir\ tho FLe,..i• end the Pe.-SDf"lal Property. Any r!lrCO"lvey8'1c:«i lee -'11:hell bfi pa.id by Grancor, if p,annin,ed by a.pp(ilco'bfc lew. Thu t;1rein1cc tr'! 81'1'Y ,ciconvev•ncit:i ""8Y be dcl:u:..dbed 11:!I the •DCJson or p&l":IWlflS IB9t1lly .ntlded 1hororo-. and tho rocltats In. tho iraeot1v111v.anc:1t o1 ar,v m,.au,,.-.111, or lac•• shall btt co"clusive proof of lhe tn.J'lhf-uto••• of any •uoe:h m.ilr'lter. ~ fllli::t•. EVENTS OF DEFAULT. E.eoh cf ·r~ follo-kng, at LeJ"tdel'"s oploOf'I~ 11:hl!JI ,c,c>Aali'l;ut,e, t1n e._.nt (]1 De1ault urnStu lhbl DltGd of Tn.iat: ~ O.lault. Bofl"O_, I.ells. 10 rneke 11nlf p11y,n,e,nr ..... hl!n allMI under the Jndabtudr.e••· 01h-Dofoulte.. Borrower or Gr•n"iO• f.,iilli 10 Q(]rnply wh:h or tD p11rionn ,any 01her tttrm. obl>{jlotion. co-no"t or ,c,o.ndltion eon111inad ,In 1hls Oaed ot Trust o .. ,., 4:ll"IV of lf'I• Rel111ed Dt1CU1RBlll1I-or 10 [lt:Jmply with or to perf.orm flt"IV t11rm, ~tiol"'!, co..-cna,nt or cOf'\dltlon c:,ontulnad in bnyother •at•emen,_ bolwoen IABCter ,111.n(I Bo,v-owu,r or Gr.fllMor. Cornpli,anc• O.t•1.1tt. FaU"''° ro eompl'f wnh .1;1~ cth'itt' rann. o'br.ig.a1io"· [lpv•n•n• or conclicion con1•lnecl ITT ffli5 O.Cd ot T1ua1~ •~ Nole or In ~ of 1'10 Aelaled Cg.c:1,Snenu. ()e .. ~, c,n 0.Mr Peyn,,•nu. F41IIU1• of G,n1n1<11r _.,hin t~ l'iil'1NI requHd bv thi& Deed of Trutu 10 m.ake ,any PlllVfflllll"lt to, 1tl~III or in111o,1ran,;;:et-, ,o,i-,inv Q'lt-er Pfl;yment C1111i.e•••ry to pt"eve:M f.iling ol Qr 10 1Prf•c1 clii111.hillr(;I• of •nv 1111-n. Oef•utl tn FaYOr of Thlir-d Panias. Should 9ortovveir o-r •r"'V G•lll"Otor cleteull undor .any lonn, exterKioon o1 ciredol1. ser;:11uritv .-,.g .. eeJTI1trU, ,:iurchaM!! or s..alea •D'"••n'M!:lnt, or an,v elha-r BIIJ-1'-e....nt!lnt. in f.dlvor or an-r o-thfs:r aC'*'diitor or poraon tl'81: rney maroriBll\l' affect anv ot 6onowvr•9 or an'( Grantor·• pfop,aMy or Born,we,•a ability la r11:1p.11y tt'M! Jndobt11clr,.uajl, o .. Scwr,ower·• or G,af'llor'& a~lily to p,o~orrn their ,eap~ti'Ye ot:iti9.-,1cm11 ~cier thi~ Ooe<t o,f T,.,.,.1 or •nv of cM fle1 ... 1ed ooc,,,.l"nt::r,,ts. F.ota.e Stti,..,,,.nu. Anv warranly, repn1 .. nta11on or ,iu11em.ant tTiade ar fumlahllld to L.•ndtlr t,v Bonowe1 ar Gra-ntOf' o, <W'I 8oirrow01'':I or Gr.antor•s behnlf under thi• Oel!ld of T, .... ~ or tM Ael.a11!d DDGUfl'lt:!ril8 i11 fa1111e or mb.lalldlng lo a~ moterM!ll reBp,cct. -111:1!1:t~r now or 11~ the '14m,a ma(hil c:,r h.u~ahed or 1:>•cornfi11111 f"ol111c or mil!IJ,ll;l,11dlng "'t any II~ thciro111,er, ~'f•~~ CoDa't•rali'.Eation. This Deed of Tn:r,n or .an,... of the Flalatecl Doournant&: cn1u111oa t,c:, bo in fuf'J fmco tit'ld eU"c:at tlnc:l.udlng f41!1i\.HII of .anv colt&1Dt""'l doaurnont to C"J"t!lel" e valid and pertec16d aeourity inlet"ast or lient Bil -llllr'ry 11me .. nd to, .env ,-e1r11=on. KING, WA Document:TDD 2015.0120.002145 Printed on:8/4/2015 9:31 AM Page:5 of 9 Branch :NCS User :JILL Title Officer : MC Order : 346862T Loen No~ 01-115712-06 DEED OF TRUST (Continued} D•ath ,o,,-t...01Yonoy. TM d,•9,o,iullon ,o,J Gr1111Mor'• 4tC!ilni,,dfcs:e ot wl:'>Oiti<r, ci..c:1M),.. to comini.n!I lia madaJ. anv rneinue, (lfl,,'flhclrew. hom t'1e lim~ICl>d 11.al>M!tv a;urnpanv, o.-any olllier 1enmlna1.ion 01 Bonvwer'e-Of' Gr,1ut1;e>r'• e•latanee as a aoi-eng bualneas or tha G&arh ot any member. the irw,oh,encv of Boffcwctr or Grontor, thfl BPi=IQlnunonl of l'I .roceh"8r for IU"I\I pert. ol BOl"J'IOWe,'• er Gu,,uor'.& p,-o~tv, any as.sjginffM:lnt ,o, tl'u, bar.iafit of .r::rodttors. •nv tvpe ot er-odftor worlkot.al, -Of' lho c:om.......,,..cemenr ol any p,-oceed.ng i;,,der anv ban1<NJHCV o, ~solvency la-.. b.,. or agaiMt &o...-ow•r c,u Granto,, C.-.cHtcr o, Fodallura PuaeelltCIJ.-..=i. Co,n,mencement ol forvdosure or •o,,111ih.1re procllllKlhl'ljls, whetlNN by j,udicial proc-i:Mng. -1t,heol,:,. repc,a ... sion or •ny other method~ a..,. an-,, cr•di•or of Bo"ow,e, oir Gran1or or bv any oove,nrnanut'I egency •oeirnn •nv rnet.PIIM'tv MtCU'ring 1he lndebt111dnea.~-Thia l•uilLJd.e• .111 Q,aml9i'iment ol ariv ol BonDwer-·a c,-Gren10,-•11, 1111:·counta. •neludl"'I) delpoNc accounu. w-lu, Lel"M!lur. f1,o--,. lhl• E,....-., c,f O.tault aharl ,..DI ,ppp:'ly U 1~ ~a If! gDOCI 1111I1h <f:,$p,i.,,t• by -Bctr~o;,r ~ G..-ef'ltOr ..,... to che W!Jldltv o, re•BO,....blemui;m; of II.ho ci•lm which i• 1hoa b-1• of ,,._ c,.cll1or ,or forf"elu•• proie11u11dlng ,-nd If Sonowo11-r or a.-anlor 91.,,a,i Lend-wri"e"° r,c,tlc.e o1 tho IIN"odltor DI" fO<"teltL.•"• prDCr;,acilfflll, 8ffd -de~•••• wUh ._.nod .... <nOffies or • au.-11ty bc)nd lo, Iha CP'9dil(lor o,,-torte[tuNI proc-dlng, in en emol.R'l1 Dllterrnined bV l..t!nd..-.. ,in it11, sol~ dii!J,or-euon. •• b•k,g .,., ltde.Jt,u,te ,eaenici: or bOt'ld 10,-ltio dlt1Pl.l'tll:- B1o.cih of Othe:r A.-iao:m,ont. Ar1v br-cech bv 6ortOWl(lt or Gfa,itol' under the ter.ms of eny other eo~ment between e.o,row•r er-Grerner llln,d L..nder t1111t is not Nrnfldlod v.,i:(hin •ny gra,c,e perfOd pro""-d•G thlllt1111in.. inctudlng -wrt~ou\ H,....1,etiMI Eny agr,6C:<1'Ktrot concor,..;"'(il any i.ndobledJNc&li cw other obligation of BlpnOV1t-.,. 01 Ot'1111n1Qt t,i;, '-•Mot. whe1h11t, 01,dst.lng now o.-l,n1-. E~U. "-ff•cdng G~J'.mo.r. At"ly ct 1M t)<'"ittCGding -CVCfltla ,O.C:~ur:11 \11,ollh t4'1li;HtCl to et'ly G~rAl'lt-(tr" Df -GnV g1 thip lt'Kt,.i;iadn••• or •ny G1,1•r•nti;tr-,:;li111$ or l;l~1te tn,cemoetenr, o, re.,,01<e11 or dl11p1.1tes the v•lidoicy cf, « liabCHh:v uncl~ ... any Gu•r.aMy or 1ho lndol:n..r:l~as. Advora• Chaon,g•, A m..alu:ri-81 adverae cttange occu.-. in Bor.-ow-.r-"s ,gr G.-•11"1lor'1-••nanie••• concHtlon. or IL..el')der bll/je-• mu prospue.1 et payrnam or--porfann.ance of the •nt;1ebt-.d,_._• I• impaired. ln••i:urky. Lencler In good lail:h betlaYtla ib4-lf in1H(;:ure. RlOht ltO Cuore. II ~Y deloult. other than o defaul• in pay,rnent i& co.Jreble end if Gt-or ho• not been ,gi..,e,n • notice .of • t.raach ol 1h11 .am.a pr-c:,,,,isiOn of thllt Oeotd cf Tr,us:c within tM prueedlng twelvu O 21 1non1hs, •• rnav be eu,reO ii Grantor. af1otil' L•l'Mfor .. t:indli wrint11n notlcfl ta Bcwrow.r dttMan.ding our• 01 :suet, delautt: 111 c...-n H1ip. dlo1eu1u wlthtn thirEv (:lC) daya:; or (21 fl 1t. 11:.-u1N1 raqu&ra. mora lhan thirty (30J d•v.. lm.mlBdUl1i,,ly lnii1le,ws 8lepa wf'llct"t. tA-ndpr da9nu;: In Lenc:ter·• s.Qle c:necr.-clon 10 bill •urocien.~ to e1,1,e lhe Mfl,t,11 11ftd 1he,.ee1ler C<N"tHl'WU end ii:,pmple••• •II rehen•hle ar,d n~•••rv atttJ1• 1J1,,1111c.ionl to produce compll11nGC1 aa aoon ms resaMJnnbly JK•c:.dCe1. JIIG~S ANO IR~EPIES ON Dsi:--AUL T. •• M'I Ewnl of Def•u1t 0Clt11.1'5 undor ,~. O,t,v-d ol Tn.t•t, al a~v lirr'le thar.atte,r. Tru,nea or Lende.-rnev eKercls-e anv one O" more ot lhl!I followlng rights end renw,cH,es: El•etlan or Ra,._dl••~ Eloclion b',' l.Andar ID pur-aua anv r•rn•d',' 't1-h41!1 nor axeh .. Jd~ purault ,at .,..,. Ql"10t 1ornedlv. e,~ 11n eteC1iol'I 10 make eio.Pflt'1dl1u,-or 10 take e,:.tlan ro perllor,... 81"1 eblllgotlon o1 Gr.entor under th1s Oaltd ,gf Tri.di. l!ltto, Gran't(N''s laiiu,e 10 purfoNTI, •hell no1 affl!lcl Le,a,dar"• rl9hl tl!I decla, .. 111 dllf•u'lt •nd exe,rai&a i1s ,.,rnad~•- Acc•a.ratoa •11dabtedness. t...endoor sh.ell have it.he right at ks option to d11cl&f11 the -an1lra lnclebU1dn.ss Jrnmoadl111,ra1v Qua •nd p,11\l'ablm, Including•""' pr-afl•yment panalfy ,which BortDWcir w.oukf ba r11qui~ to pay. FD,ocao...... With J:V.91)0.C:l 10 •II o, fN1Y J)flr1 or the n-• f'ro,:,IP"IY. tho '1''1.lal,C14' ah111II h8\t0 lh• ,lght to Ol'I-CiMI ft& powt!li' of ....,1,o o"<I to fcr,eclo9o bv '10llico O'f'ld .ale, -ar"MI t.andar st.Ml havie thll right 10 1ureo1D&e by ,lucticl.a.1 forodoauro. in ehher ca•• ffl a.ccon:lanc:a wilh and to Iha full e•t•l'II• p,ovided b-v' •ppllc.abk, a.w, VCC flJ-CIIM>S. \IV<tt,. ,-espect ~o ell or .fl""Y Pft,"l of 1.'1" Pe.,-son:at!I Prcpa,rtv, t..nder-shill• keva .. u tho ri,gtns •nd romodle• o1 • 5-eCUf".ed p•rty undor lho. UnUCN'"rn CiHnm.crdal Coello. Cnllaea ,....,.,._ ..._.nde, shall t,1111.,... ~ ri9h1, wi1haU1 .nnti~ 10 l;IQ~~,. ~, Gr111n1cu 10 u.1i1e l)08M•ak)" of aM man.age llf1c l"'fope,ny atld coUect ilf11l ftent111, ,nclucllr,,g ernolM"!U peH_ due IW'ld w,p9'd. 1111ncll e13pjy-the n.o-1 proce.ds. c,ver and &bcl""8 L&1ndar'• ca.fl1&. mgainst the Jndeh,111.dness. l.n ,u11haranee of •~Is right, L11nder nuy r,a,quiro ""'V 1.er,.ent Of 01h01' u•cr ot t-tM> Pn>pnny IO m,el,;c,, D3Ymo.n1:8 ot rcriit er ua1> •-s direc11y to Londet. tr tM Aflnt& l!lrl!I col~c:1•i::I by Liund,w. d·u,n Granto• frteVOC8blV dG.signet-Lo1"14'ur •• Oramor"e, nucmcrv-1n-fact to 11ni:10..-- lnHrvm.-nts reci•lvelll-in s.:n11v.rn8"1i 1Mrwot In 1hl!I name of GraMnr •net to n•gctlmte the ... ,.,.. and !;!Olt111c1 1h11 proic;eeda. l"avn-m• bv tM"1111nu1 or orhef' UIS'lllra 10 l.onc;:le.-.,_ roapor-ot10 to L•ndor'* demand i,hafl .,_,uia.ty the obllg..-tk>na lor ...,-.,.ch th<II poymienui. am rnflde. whethe, or no, eroy r,,ope, groi..-"ld-s tor the demand e,clt1-ted. Lender r,,a,y oxc,r~ i-11P r.lg,hu, uncl..-1hlls e\A;lp111re9.-,111p~ e;1her ln por-..Qn. bv ~..-,t. or through 1111 ntGelvet. A-,lipolnl' Racehr•r .. LENide'r eheN t"!eye 1,w right,., taal.tEI • reCl$iVlli',. .P,pp(loln1$d to -ie\:e po••e$11ikm of ell<»-filn\l p111r1 ot thci fl',opcrty. whh lhc power ,ri orotec1 ,ond pre.on,,c tho Proporty. ID oporo1o thl!I Prcp,crty -prcc:cd'ing ot pand1ns toNaleo&u,. or 11D1a, ond to colloc1. the Rents from the Pr,c.peny ,and 111ppty rt,a pr-o.caaas, ~, and abo...., ttlll!I C'()st o~ \he r-.-c;ieh,-ar•hip. agalns1; die lndebl-e,dn•••· The ~ivrer fB11Y ..,~ w-lthout bond 11 p11rmfU•d bv .......... ....ncter"• riip'11 to 1'te ecp~t~nt o!f e recelvet shall e)IISI wheU'l•r or not t.he as>par.m. vatue 01 1111111 ~-0.pflrtv eJCceeds the lndlllrbte.dAlllrSS by e i&'Ubsl6f'lli6l 6m.OuM. ~o:IOVlf'Hlortl by Ul"011r sh.BIi not di&qualitv a ~-n lroM _,....rnp .a& e -c•i..,.... Tef'IIN'>eV •• su.,..._11-_ u o,_...,_,.., remain.& l,., p.nae-..iol'li 01 •~ Prl)l)i&f'IY ••Mor ,no P,r,c,p~v 19' •old! ..-l)rol6d.ed 111bovci or Lender 01herwlise ~eoon>es endded to po-Ion ot the ""1operty upon dofnuh of l!lor-J1Dwor or Grantorw Cirsn•cr e-twtll beec"'41 JI Nrnr;,n.t a1 -11.ufler6"ee ~1 Landor or tho ri,urch,aaa, of the Properly ,11nd ~J. •• l.ttl1dcir•e optlffl. oir'°'er {11 ~., ,e r41o!f!on.eblo ,..,.lel for 1ho w•o ot 1hti-F"roo.rtv. or 1::n 11111rc::eH1: •he f'",GP(tl"t't' imitno.Olot:oly U4)1;)1\ 1M deonand ol LA,na..-. O~r Romad .. 11:. Tru:st;ee or Lenc2tlilr •h.:11 h-tl...-u: •nv ottlC11" right or remedy prowidud in. thi::s Oead of Tn.1111t or lhe Not,o 01' a ... lllilebte llll 1-, w Ol' In 18Cl;.iil{ll'. NatiGe at Solo. Lender-ah.all givl'J Gr .. ntor n1t•ii;on•l::lle noti,c;e o• thi, tlrm:i and p!.acc:i ,of 11nv publlr;: ii;111te ot thi, PorsonoJ P1QP41rty Qr l;)I 1"hll tlffla 111Uor -hieh anv prlw.Ate ••le or o~her Intended diapoal-11on ot dle F"ereonel PIQperty la lO l)e rne,,;to. R~bl~ ~,iee 9,h.1111 m.e,an ftOt~ given •1 IA111111t ten 11Ql 4'1'o'• t;tc.10~ the 1t-me ,o,t 1rio il:1111-f:o er dtepo.sltiofi. Anv .;t.•le of the, P.er-SOIMII Proe>env rnc,v bD mode ~ C01"1jt,1n,oli<W, ~th .orw s,11~ oC ,ho Ft-en!! fTopeny, Sat. o'I' tha P..,op,e:rty. To 1h11, ,ei11tent panTl~Ued by appUca~e &aw~ Bor.row,e-r end Grarwc, heteny wal"W"et1, any and fl.II r;igt,T.ll-t0 ha..,11'! 111 .. P'l-oJM'".nY im,ito"•tu,Ued. tn """'-,cWng Ills .-igh1s fl-nd r-cmedie•. tho [f'\JSte11 or t.,rm,d(!lf ,Shotl be-f,oe to !iell .edl or """" f)8T1 of 1t,e. Prcpertv toGelll'ler or 8&Pfl•lfltv,v. In or,e, c.&te Oil lby •epi,reto ,s.e11111s. C.-ondor •MIi be onthktd lCI btd .al o-ny publk. s111fo on atl o,-111nv poflicin of tho Property. Anco"M'p' FM .. l IE:111-p .. ~•-tf \Jel'ld,,lil,r h\ .. lih.1••• ·""'Y IM,,I[• qof ... ~1to~ '1I Tn.1!11w LenGer sh11U b11 en1i1led to ,er.0V111.r .such si,n as tbi, court sna'f 1111djudgo u1-as0f'lebl1t -ettolTM'.!ys' lacs at ula1 end upc:,~ anv ·~•I. '\/Yhl!llhQ.f or no1 any r;.our1 action le in""°lvoCII. ancl to n"Mr o)IUDnt not prchfbUad by r41w. ell r,11=e$ON11bll1> 111111;piM1':li" L<il'lldur ~r.tt tl'<iat in Le,-dt:r'a op.il't-io11 11,rc, noc••-...rv ,a\ •n.v liffKI t.cw ltMI pMOlfl'ctiun ol ks KING, WA Document:TDD 2015.0120.002145 Printed on:8/4/2015 9:31 AM Page:6 of 9 Branch :NCS User :JILL Title Officer: MC Order : 346862T DEED OF TRUST {Continu.,d) Page 7 lnter.sl tll thl!I ,onlorc:emenl of 1t11 ng.tnii; at,.,l beco!Tie a ?9rt et irhe lode-b1edne1,1, Plll'l/'ltblo on domand ana lihall blllar inlobfftiFI Bl lht! Nttt111 t.fl:l.O flCM I~ dotll!t ,o.f tM llllCpl'!lr'ldilun!lo ul'ltil repaid_ EN:penaeii; OQVe~ by thit, 1),CllreQ,l"ll!lph fflctuc:h!I~ wilhDut limltotkifl. hoWll!IYer •ubiecl to any limil.a under epp11cab1e ••-. L.ancta,r•" •n(uroaya• f,e,es ... ct t.encler"s tegol ,c1xp,it.n1111!111, wt\!Mh~r 04" not th1;1r~ 1111 a lci,""""'"°'· ln,c:.to,ar:,.ng •ncu~v•· teN M'ld e.i,:ii,omiea r(H' tt.n'k,n.,ip,tcv pr6Coeding• CP"ldur:IJ,r,g ,c.l(~n,s. to modUy o:r v11e1110 •nv eutom11tlc stav °'" t.nj1..lnct~on). app•ala, .on,d any .amicip,eted post-Juiclgn:te,it r:clkHitlon sorvlt:as. lha -.t .of se.Drehing racnrda. obt11ining 11118 rapc,ns ,{i~1udi~ 1c,.ecfoaure rep,i;or1,>. :f.l.tl"VICIYOWIII" feponcs. ,and apprao&al fe.G,.;, 1111,e M'leurance, end feei,, tot 1he Tl'U.!lt6e. 10 the e:wten• permltited by 1111plloc11b1c a..w. Granror 1111.&o will ?111°1" any-cc,t.,n; -coe1e. in addition lo all other ,s.um11 pro...,lded b',' lawu. -RJghb ,:wf Ttuotoe, Tru!Ullffl ot,~tl he..,. Cl41 of t:tMi .rigt,u er.d dulffla <.rr Lender e• se-t fo,-1h in 1'1"-il -llectlon. POWERS AND OBLIGATIONS OF TRUSTEE. The iolkiowl~ provi-.ioru1 reLs:t:ing 10 the POW•rs anO otillg1ultms DI Tru,a.teo f,p,.Jr.u.ant 1:0 Lander"a; klatn..ictlona;I era pan Dt thl:11 O.aod cif Tr-1.1:11t~ f"ow•or• of TnA-too. ti'> 111tlditlon to ••I po""'on1 o1 Tn.J51:0V Drla"11o OIi II mette, -or l.a ...... Tn.JH.a .. sha'II .._,,,. tl'I• p,o...,ar to 1ok.o Iha tollowoi,g 11ct~ns w~th ,eaooc.t to lhet Prope,nv upc.-. the wdtt.en Nl>GUl!lllilt of Londvr 111nd o.ntntio,: (a~ Jol11 ,in .,.-sps,lng .11ml finn,g .a map or plat of the Real Propany. oincluding LhG dlldicotkao of st,-(t. or o,;h,(l,r rJ9ht1; ttt, the ~b1ie; lbl joU'l in granting •nv .ee.semenl or a-ling env restriction on tho Ac111l Proccrtv; and 1c• joiin in .u.nv subordination or 01t11n &gr8enlem elf•c:tlng lh~ 0.-0 of Trust or 1ha lntarast of Lan.Sar t.and'ar lhis Daed (11 Tl"l.&f~- DbDg.n.lons to NO'JiffV, Trus.1•e •haU m:1-1 be obfig8U1d 10 nodfy br'Jy 'fJ1triir perty af II pe,r11::llru1 11-111,e, unoer ll'lny otl-)or tru&I de•d or li•n. or ol •~v &&:lion t,r proc•c,di,.ng -in wh11.Ut Grantor. L•ndar. Dr T,u.uee •tw!U b11 • p,:fl,l"Cy. IUlroless na,q\lU"CIGI by •ppUi;:able •ow. 01" l,.lnte&a ttiitt BC.lion Ol" ,, ... oceod~g i.-8 bfo,;.igl,.t b'I' TNHCUI, Trust:••-'Trus,lfH! •hall --all q>,.Hlllfle .. ,uiCW1• r•qulr,Hf lor Tru111tee ...,de,, eppli<:.abll111 1.,w. '" •ddillo" t-1> 1hp rtgtli1t1 i,Ad remedias -• forth above, -1th re::spect t1;1 11111 or onv port of the Property, 1he 1,ustoe ,ah,ell hevo tl'>c right to loreckHle by 110dce 5"d -te. 11nd Lender sh•II tlaY,u tho rlg'h,t lO f-outelose by fudjclel fo,..~ure, In el!lhctr c••• In -11c.xa.rCO~• wllh ftrl~ t,s;, the, 1,..14 e;,itent r,rovJdcd b~ op,ol'iceblo law, Sucoea;aor Trust-. L911der ... ,. Lltnder"a optiDf'I .. may IYO.m liime to lime IIJ'll)Oiint a sue-ces11or Trv:a1eo 1,0 -11nv Truatoo .op,pohitod """do' d"ur. Deed ol Tri,:s-t bv .on ln11vvmcm 111icGeaut-t1d ond oc:kr1Dwledg1td tFv Land.,-and r.ecol'(ted in 1ha ,offic11 of Ul& raco .. ao, 01' King eour.,y. Stala of Washington. The lnsln.1m4tnt 111half eont.-iin. ~n flCIO;~ 10 a,1 other ,maU•r.a rciQtal'.-.d by •t•t• t•-. the f'l•rna• of ,,.,. o,lglP\1111 Lflnde,. Truste,e. ,n,nd Gtifl~1o~. the book and p1t51e or 1ho Audh;or'• Fil• Number whero rlltS Dl!J-1 Qf Tra:,ef l,r; roieor<loo.. "~ ~tie ...,.,,..... •nO ...UiClt>ess of the suoce.sscu tn.11 .. ,-• .. rw:1 111oa lns.HUll!ftl!Htt •tl!•ld bll ,1utacuted en.d •ett.r1otow111doe,ct by Le~ (M" 11• &1.1oCloCe$•0,... lwi lft\e,r,o•t-The ,sll,tCCto••ot 1n.n.tlll:e, wlthoul con¥ey.&r.ce o( the. Prope,tv. $hall svoc:ecd lC ell the thl,a, p,o-,. end dulle• conll'!ned upon thE T"'"'••• ;,, thn! o-e1 o,t Ttus.1 •ncl by .. ppliQ-a~ 1111-. This prooe<i,..• fo, ""b•tfl~IOn of T:ru1111:•o .11ttut11 go,veri,, to ttle e,cdua.lon of olt 1)1:hor provJs•ons for suba11itulion. NOTICE$. 51,1hJ,tC'I 10 .e,pplic11ba,.. l•w. •nl'I ex-r;eJ:,t lc-r nQ-1h;$ requdr,e,d or 111l&owed b'Y' ••w to 1H 91...,." m e,iotfiet mar,"°'~ IIWIV nolk:e .-equiin,,d. ta be given undew thb Deed ,cit Tof1,1:st, •ncludlng w4thout l,jmhoUor, anv noli:C{il l)f default and •nv J10d.ce e1 •••• eholl be 9lveP"I ~ wrllllng. ond •hnll Da euactJvo w·l'len 11:1c.1ua,Uy deliver.ct, ...,,,_n actu•lly n1ealved bv Uile(acsimi:111 Cunle•s OlhiMwiMt f'eQuirad by law). wh,on dl(!PQlllit,~u;a with <11 n.ti,onel.lv ,eeC10nizcid Oltletnlght coulnlr. or, 1, one."•"'• _h41., d"'PQ•i1•d In •he u.-,1,;•<1 Su1,w" n,.fk-11, fl:i "1rtn class, C8<~~li111id o, re9ls1ered mal:I pos1119n p1,apaid. di4'ccled 10 1ne .edd.-11111•.,.. shown nsM 1110 be,ail'lni~ ,nf thl• Deed of T,uea. All cooaes of notlcas ,oj to,aci~ trc.-ni 1he holder ot .. ny Uen "Which hlMJ priority over thla ~ o• Tn,1n ll;hl:III lie -m to L11tru:lar"s ticldross.. -:Show-n r"!IClll'I" the boi;J\nJ'Jl"'O DJ •N• Oeod of Trust. Any ,:iany may e-1'1.Bneo tt." ;11i:id,..•• tor l'IOlii-• "'nder thiis De$4 cl Tru•t by ,ptvln9 torma'I wr11um ....otlc::o to tl'>o ot._n, pe,rdcs, spcc;.ilty,l"ljl thi,,t tho puri"p04IO of th,o noiico fa to chang111 dw p,arty":111 addre••· tot no1IC111 p,Mposc.a., Granto, a,greus lo k-p IL..enc:!ef ln1ormed ;o·I an tlmDS ol .Srm,to,"11to cu!l'anl addl'8$S. Subjllct to ai:,plioable law, and •111c.pt ro, nolic• req,.,if.tl or •Row.-ct b-,, law 10 be given ir'l al!Olhar rn.nn-~ If 1htlr• i• ITTOl"II th11n i;:ino G,11n1~r. •nv notff.e 9Jv,en bv Lende-r to N'IV Gran1or ~s deemed to be notJice gfvon to all G.-11n10.-.,_ NOTICE OF ORAi. AGREEMENTS. ORAL AGREEMENTS OH ORAL COMMITMENTS. TO LOAN MONEY, £XTE:N0 CREDIT~ OR TO FORBEAR FflOM ENFORCING R"e:PAYMENT OF #II. DEST AAf. NOT ENF'OJ'l:CfABLE ONOEFil WASHINGTON LAW. MISCELLANEOUS PROVISIONS. Tl',e followlng mn.collenoous p,ro~Gns. aro n .part or thil. D.aDd ol Trust: Aniend..._.nts. ,.his Peor;I ot Trust. r,,;,g,el;ho-r ....,;th Ol'k!I' Aol!ellecl Ooe"'Mel"IU•. e0Mtltu1e-s 1t,11 enl.i,e und~slllnding on.d e.gfflen'leflt ,ol 11t1e, f)e.l"ties 1(118 10 the tnllll«.Off a.&I tortf\ In thl,a Deed ,o.f Tru:st.. No ahet"1ttion ef er a,nerwt,ne.,,, tci thil• Oried bf Truat •htiU b6 ttltflChw,rr untaaa uiver,, in writk'IQ and aignied bv •he party or pel"lies aought to blll c:;herfied or bo....nd by ~ alt•l'9tion or arnandrnan1:. Aftnual ~•-If :thlj, P~perw l!!i ll,..[$00 for purpoo.cu, olher tl'N;ln Gren10,.·• reak:lleroce. GrianlOI" eh11U turnibh 1e Lel"ltder, upo,-reQ\,lle$!. a eenif'"Mrd a1a1em,ent of net op,er-a1ing Income r'.Cot<.-od from fl'III Prap•nv dur.,..c, Gr11r.il0f'"·a f),....,_,,us flacal i,ear ln a-,ch fOl"m Dnc:I delail as t.•od-er shall req,'°'iwe-. ·N•c opan11if'llit inoom." shll!IU l'l'W,l!ln all i0 ... h re,c,alpts. Crom the f>ro_penv les5 all -cest:i e111pam:ti1UN111 mads in -connacticn whh tha cperatio.n o1 cha Pl'lPpenv. C11111nlon Ha.oi5n.ua. Caption hellldlnO,a In thia Deed of TruSt ll!lr.e fut' e-0n-riil!'....ee pr.,p,c,e-only and aro no1 10 be ui;od m IF11orol'Ot or dofl,..o the PflO.,,...,..lons. ot thl.i; Oo1td of Tru&t. Me, .. ,.. Th~e •h•Jl bo no lftlDl"91D«-oi 1het ml•r••• or c:iut••o eroatod by 1hb! Daod of Tr~• wlth 111,iy orhc, lrn.orosl cn -tat• In d'ut Pn,pe,1,y •• .,.. ... 1r-hekl b¥' or for 1t:io ~Iii ol L111n08r lin •"Y o•m1e:o1v. withoul 1he wrltlan coruont of Lt11"1dfilr. Gov..-nlng Li,w. Thi• 0.•d of T,us1: wlll be GOvetfftea by l,e,d,Med ..... 11Fplic.ab .. lO LorlilClo1-and. 10 ttw a11tam not p~eim,n,1141 by •K..-84 ,.w~ ffl• tev.ta ot ffl• StaU of W••t.;l'lg«iin wfthovl ni9.,-d' to H.5 OOnfUcts of ......, pr<rw•;on•. Thia; D~ ot T,u111 .._. Nan DCc911t•d by lAndar in UHi Stab or W"•Khlngco.ra. C~ of V&nul!. 0 thero i11 a i..,..aul1, Gt•Mor Aiiilll'-Bl!!'a; upon LI!ln.de,r'a r,equ11at it() aubr'r'lit to the jurl::!.di-ction ol the couna o1 King County. Stat:e o• Waahlngion. J.oinl end s.-ra1 UabUitv. All cbligDtion& ot Scrrcwer and Gramur uncl.r thin Deed ot Trus1 shall be Joint and i,ever.r. ,1md all relorenoes co Gr11r:1tor ,sl-uita rn,ciuan NQh ..-nd every Gu11"1to,. anc:I "1oll re•orence• fO 8;Qrro~r ._h&I) meol'I e.1111cl"I and e'Vlllri' Bo1TC11Nor. Thia mea™1-1h.,1111 e•ch Gr<f!IMOI' 11ig1""11lng be.lo""" ;.a lfeapori•lble fot .. , obtigetloens in this Deed of Tu.as1. Whefe 11W1,V one or rnoni of the p,DtlOCS i" a corp,orlllllon, pmr•ne,ah;p, li'"4t•d liebilotv ,c-.ipaf'ly or ••rrtt1or e-nth.y. it ls not n•ce•so-ry for Lo,._de.f' to lnQU.r111 :Into ttM. powets of any of Iha oftio11H, d~'11·. l),llrt"8ra. mem.bars. o, othl!lr agents aotln9 or purpanlng ro ac.,: on the enth;y~a be.hlltf • .and .ony oblopAlions mede or created &, ... r.ianc:e ~n 1~ IJMOl-ll.llid •-n::ci•llil' o1 such p(J"_.,...,.. :s..hall ~ gU1111a,nN11 .. d -.in.de.-thil' Doect of T•u,,t. NG W.aiveor by Land.r. l.eodar sh11tl not bo daem,ad 10 hov• wa.lved any rlghr.:s unclar thi• 0.111d c( Tn.1,-1 \.lnless. ,u.u;h ,....111h111, illi g~11111n in Wffllln9 and !llign~ by IA.ndaf". NQ ,C14-lay or i;:i..,.,. ... 1431ft ,;N'I; lhtiii P••lf olf '-..,_.•, ;;,. e icerc-i.1~ CllrlY rlgt'II aheU Of)<ll,.,te a:11 ll weiver of euch right o.-any .other right. A wel._. by L•nder .o• 11 pro,..llllon ol ihb Dc:ted ol Tl'ut,t !Shen not JJfej,udlce or oci:nsdlule a ""'elver o1 Ler.der '!I rig tu othe1wbae 10 dcm1a.nd •1r•a eo,rnplianc• Wllh n,•1 pno...,.al.oro er .ioy 01her t:l''°""'lak;.,n of thllJ; De,t,ct ot' Tr~t-~ pr~o,r wo~Y,o,r ttv t.o~,o.r~ .-.or olltt'l'Y cour11ae. Of d61!11ir\Q KING, WA Document:TDD 2015.0120.002145 Printed on:8/4/2015 9:31 AM Page:7 of 9 Branch :NCS User :JILL Title Officer : MC Order : 346862T l.oen No: 01 .. 115712·06 DEED OF TRUST (Continued} Page 8 belweer1 Lender end Gut:iitOt. •h11IJ <::onstl'lutu Cl wtttwltt' of any ct Undu.:r"i, riighti,;. (Kor ln'ly of G,.an1or'11. otil>9alions a& to 11nv 1Ulure trartsactk>ns-Vll'hllne,..., '1h11 cons.e"t of 'Lender h, #.eqtllired .,;~,er tt,i., Dti.c:I c,t Ttuu., 1hei 'fil'"ill"ltil'l(;I of such consent b¥ l.enidcu in fin¥ instance -.hall not constitulu oontlnuing conaenl to sub.aeque,nt ifl:9.taneies wbeNI suc.h .:or,sant le nt.qulirad and ln .all e•-s iaueh consent ffl•'t' ~ i;il-fl!'\ffld o, withhicl.cl lrt 1~• aoi.. di•c,retK,ln -af Lander-. S•••rnbtft1y. •• • COU.-l Cit CDn'lpat111nt jurisdl,c,Uon tjnds any p.:rovision ot thi.a D•lil-d of Tru1n 'to bo illegal,, Invalid, o:r una"fcrc11abJa u to •nv -ci«:1;1m1,tanc.. fn&1 flftdin,g sM~ not molr-a I.he oflendi.-.g prevision illogi:iL invalid. oir r..1ni:infor(;~bh1 es to 11n.-other clreurnstaoce. 11 fe.aslblo, ttM:I offending pro"'11,ion $hall bo CORt,1(1er-ed 'Y'Od~fi.cll •e thDI it become• l•o•L 1.'aUd •nd anforc•abl•-If thll .offend~ ,wovi.11'°"1 cen.-.01 bi& -ao :tnodi1ied, it l!ihl!I• be lr0n1Sid1!u·ed de1et-ed f,ro,n 1'1~ Dee<! of Trus1. Unless .otherv,,lsc rcquirod by t~.-. Iha ill·•V-lity. fnv•ll,dlEV, cw 1,.1~,iforeeabiOty ol &f'IV provl1don of Ihle o-d ot Tn,st stulll not •tt-.et 1ha klg.flll1'1f .. v,fl,lidi'V C>.J el"'forceebllit'I' 61 eny othor provl•lci"" ol ,,..111 O.od o• T"-l'llt. $~c...,.ora ~d Aaalogna. ISubjuc.-t 10 .any llmru.tJonu. stated In tlhls 0.&d .ut Tl'ust Oll"I 1ot111ot1t,1,0I' o,1 G.-en,10,r'• •r,1'1l*'M1. th,.ll, O..cf ol T,t'V .. 1 :9.NU be bir.cn,-.g W,Ol"l 4!1!t"M1 ,,.ur. (0 Iha lb•r"nifit of-the JHH1HH .. thelf" .l,,IC!llCclUOTII ,o.r,d 11:s.s,!g:n,s. 1J own-ship ot the P.ropertv becomes \o'Osted In-11 parson other d"lilln Gn1mor. Lende,r, w-.ithout notice l'O Gt8"'1t0"', may dl11al with Gr•"1or·• 111t11.1ee."'°~NI wirh r,eferen.c,e 10 t''1i4 Dee.d <Of Tl"UH. and lhe lndabled~i by w•v of forbo•,rence ,o, e1111cnslon wkhlXlt relo•tilng, Grentor trom lhl!I .oblfol].atlon5 ol thle beed or Tnuet' or lli,t).W!:y un.cl6.r tho ll'l!ljet,teane111:11:. TI-~ o1 t:hoa E•••nc•-T4me Is ol the e&-..nctt in U\D p&rhtrmanc11 cf this Deed ,al Truitt. w..a...., .,,.,.,..,..., A.ti ~II•• t<e> m, .. O.M\I ot TrUll't hereb,. _._ ,,.. right «P ... ., Jury 'lrt .. In env a.etlon. ~N5"Q:. - c::01111m•.f~111am brouat,I b¥ 1111ny pany against env o,.,,.,. pany. WM-of Hom-111ad E1ea,np1:'°". Grantor he.JUbv r.ek,••cu;. 11na weJ....e,s au ri9h1.s end ba.,wlila at thm h(ll"l'l,O"t•e.cil ••emption I.ow• o1 the S1•1• of Weti.t\ii"'lgton 8111 to t1'1 ll'deb1,111do4!o11i!i l!lecured by 1hh1 Deed of "Tn)St. DEFINITfON&. Th• rol1io-ing c:•plt•N.uiid word"' 11nd ••nn• $h.oll nay,o t,,,. 1uD0wtr1s:1 rnclP'llr,u• whon used in 1h11, Paed of Tru:11t. Uni••• apac.lflc•ltv stated ta th(t contrary, 1111 rer111:rci,nQ--.o; lo dollor '°""'°"'m" 1Jh.alJ wnu.an omol,llllt& ir11 lawful ,noney of the U,n11•cf Sune• of Aml8f'lc:111. Word• e,r.d terMs: VSc&d 14' tM ~l"'t9ular sh.all in<:-1vd• the pk,iral. and th& ph.irat lli™lll tr.elude thllo •ngu1.11,. •• tr.. c,onS,eu,t mfJy r4eQ,..,...e. Worda 11nd t ... roa "'Cit ott,crwl-dellnot:I In thiii!i Deed of Trust shi11II ,__ thti m-nil"l$fS .e11ri~lecl 10 111,,JCli 1111'm• ln the Un11orm Comrnercl&'I Coder a-tr.c.1-v-The, -ord "Bol"IOfbeilor.,.· m*6r>fl. Fh11t SevJno111 Ben.k Nontrwest, •rw:t iLfl &ucc;e1u;or• 1tr1d assign:,;. -Bo,nowe.r. "Jlie _,d •eorro.w•r .. me•n11, SEC:O Mol<Un.s•. U.C on4 inc4"6es ellt eo-•si91'\Crs. end co-make,, li01i11'b'lg th* l"ote .e~ •" ~r lil.llCOe:llo:loOl'a «-nd ftnlgna. Po6d of T-N$1:-The, w.o,cb •Dead c1 Th1&l'" ,......,.. t:hi• O.!KI of 'Tru:,,t 111omc»ng Granljlllor, Londe-f, 11.--d Tnn.•e•, 11nd ll"'IICJud1Hi witt'lloul •imi-1:ation au as•ignrnen1 and ••c..irify 14,teresr pu;;,vh<k:>r>s. rcletlnljl to fihe Pe-.rsona1 P,openv and Rents. Pef~. The .....,o,d •oa10 ... 1t .. 1neami th(, oe1a1.1111 set fo,11"1 Jn this Deed of Tn.i .. • in l.l'I.-••c1ion 1iueo 'Oef11.uu-- Envtrcnnwnt•t L.•w,i. The worct.a "Envir0ornent&I t..t1w4'" Mflltan ;any and o" ,attitG, lederal and 4c,cal fltab.1tea. fC:9'.ltedol"!s and orOln11nc:1DS rolntlng, to tha ,:irot•cdon o1 hum.en haaltt-1 .i;,r tht1 anvironn:1•rn-. lncl,..dilng witholl.ll finlitHlon thti C0!'1¥1,.hans.ive Envit'Onmontel R11t1"onae. Ct:lmpensatiora. •!"Kt Llelblll11.y Acl o1 19BO, •• emlllftded, 4.2 U-S-C. Secdon -&&O,. o1' seq. f"CE.RCLA"'). the SuPC1tf~nd Amcndrnenls f!fld Aa•vi:horb:otlon Ac• ot 1986, Pub. L Mo,. 9'9·4S:5t f'$ARA'"J, the H111.zel'dou11 M.a1-i.al" Tt.an:Bpot'l•t,iof'J Ae1, 49 U.S.C~ Soc~0,1'1, '1BOI, et -q., 1he R•&Ol,,lr,ce Co.....-vffllo"' •rad f\oeo-rv Act, 42 U.S.C. Sec1ion 6901, et &Bq., or other epplic•bki Bt.al'II or ledezal tawe, rulea, Of' 1'8gul111ion$ edopt:ad pl,lr&IMWl,t ilhanlitlO- Evant oi D..rm.Jh:. Thi, wordG '"EW!tn1 o1 Det11u.1h• ~aen 11,,.., ot me ovoenu of defeuh •~t lonh in tl"lls 0-d ol TJ'Ulit Jn th& -.wnn. <0,t ,r;t.e,l•Vlf IP<D'Ctlo,n of rti,111, t:>eed o1 T•Vfl:t. Gran'tOr. The word '"Grantor'"' mna~ St;,uthPOrl. 1.1.C. Gi-llltt~tot, Th@ WCM'CI ·O•L.!•llnf1lh''l!-or'" MC6"18 lllr't'V :9'!.lflftill">1,C,r, evr4J.lv, or •i::c::..,rnm,pdali(Hl party cf eny gr 111'1 vi the tnoobtedneas. Ou11t.amy. TJ,o wo,r,al •o..,.r;11n1y• "'9*'41& 1M ,c,varuinty f-toM G1,111.-•n1.:i.r tD 1.*"1ftr, lru:iluding. w;1tiout limll:alkm, i:i guiar11n1y ot .r,11 OI' parl ol the No1e_ H.azal'dou1 Subs&encoa. The Wlbnb '"H111.z1ndoua &bsU1ncel!:I'"' meiln m11h!l'riels thet, ~c1u .. •s,o olf the!,, qu111ntltv. COJ"l~ntrarioo or phV9ic..:I. t:heml.cel or lnfecJ1ous ch.1Wa-i::leri51;ci,;, ,mall' couco °" pom11 a pn1.senr or poutrnJ.al haEan:I 10 h~ h•et1h or l'tlo er,'>nlronM•l"lt: ...,tic,n imprc,p1111rly uNd, 1~etod. etorod. di:lllpo,Mld ct. oonmr.oted. manuhtctured. t,a~rted or othezwls.:i hrin.:Ned. Th• W'onfs "i-tezardou• Sub•tonc.a· lllll'.e ua•d I• 1heb-W!,Y bl'oade!l.1 eorwe and ineluda v,,ithaf,K llmltatlc;m 11my 111nd all hq1111r{kN.;I., o, toi,clc :11,ul;u,:tanoel!JIII, ~11t11rLl!I• c, waste 11,s clloflr,,cd by ot l~rccl untter tho Environment el L,awa. The term • M•.a:erd°"s Sub:atef'JCOS." elao, lric11.1Ga•. W'hhou1 1..,,.ltDtion, 011trokluim and petroleum by-p¥odt .. 11:•rt• or anv fr•c:th:•n th111u,of .and 11sbo11:1ais lrnp,rov.n1oanw. 'J"he word' ""Jmp.-o-menu•" rno:•no, e,n ew.l·1nin9: en,,cj 1"'wro jmp,ovem11nta, buUOln~. a.111.1cturca. rno,bih, ho,n,e111 8trl•ed or, the Re.flol PrOl')e•IV, feiclM1les, .eod':iuons, ropJncomont• arid othe, conatru,c.1:Kln on tho R11•I Puaocrt.,.. lnde:btedn•••· Tt.i, wo,d -1~ebtednes•~ me.,... e11 c:,rijr,c.itaal, lntere.st, and othclr omounta, co&IS-and a,.;penM11 si•vaib1tt1 U'1dar llhe Na1e or RGa.ted Documetna. tog•thDr wJlth •ll ,..,,,,..w•l• ot, •xlal'Uilan• of. rnodlflc..,ta°""* cf, consoo1id•1lon• ot ,and &i,m&tiW-tlo,-f.:;ir 1hl;I Nou1 Dr Rt;!!loted Documen .. •nd •nv ,uT100,~u1: e)!pt>nd,e,cf or ec1~ by .._.o,;1ar tao ,;11111-chs,90 G,,11,nh;:ir•i,; 1;1bl>ga1ioJ1• oQ.f ti:11.Pttna-ln,r..urrod by Tu.1:atoo er Lender to onlore<i Granl.Or''II obl!getloru ..net•~ 1hits c .. ci. o, T•u11,1, 1ou•ther with lf'l1er.a1 °" $Och omovnu. es prowkled ,n thiili Oe11d ot Trulllll. Landaor~ The wond .. i.ende¥'" ,means Forst 811ving~ ~nk Ncrthwein~ lti:s isuc.ce•IIOl's ond .a.s:sli,~. NOM. -n.e wo,,d "'Nc1111"' m-r.s 1.he i:--orr,ia.sc,y ,,o,e d111•cl .J-arv 15. 201!1i. in the O:l'ig:inat prlnclppl amount of $5,000,000.00 f,o.m Bo~now-er 10 t.ander, 1ooett:.er wh.h all ~new11!s ot. uxt~ ot. mocHlic1nlon• of, ro'llnencings. of, coni.olld•tforu; of. •nd •ubl;ti1:ut.iDn5 for lha pr,uml11111crv nore .e.r f!grc.ema,n. NOTICE TO GAANTOA1 THE NOTE CONTAINS A VARIABLE INTEREST RATE. ,._faOJUil Ptopert\f. The word& "'Per:&onal PW'openy• mean alJ ..,qu:ip,r,f\Clll'll'f, 1;•""°.e!f.. ,p_r'l(! 01h.er fltnl,;:l,ev of pe,son111 pr,aparty now er haremtte, OW'ned by Gr .. ntor. end now or hc:re11fter 111Uci<:hed or 111tfb1ed lo tho Acor Proocuv; 1o,ge.t~r with. all accesal,o,~. ~n1,, •nd .aoddklonia 1.0~ ell repl..cament:11. ol. •nd e•I s.ubsUu1tlons tor, onv ot eucn pr.c,~ny; 4t\d ,09e'ltwH wiU'I oflll la.au.a ,e.no ptof.il .. 11\ ... eon -11~ pro¢t!looeli& f;l"lclvdlrtO wl1Mu1 liMltlll\~on al2 ina:ur,IH"IC• procoeds ;and rofund1, ol p..erniurnsl fro,m •nv cal11 or cthar dlapo:sllion of 1h11 Prope·ny. P*'09'~. The wo,,CI ·P,opc,,1v""' r,"M,81'!*' ,colle,c1ive4y t~ Ro811 Pl-os:,cirty eind' lho Pat--6n•t Prcp,a,r-ty. R11:iol P,.,uparty~ Tho u.,orda ~Re•I 'Proper1y-nM!len the ro•r p,rOpltf'l',r,. ln10fGS"U. ;end right&, as h.Jnh11r d8Sc'i'B311,cl tn chis Oood o• Truet. KING, WA Docurnent:TDD 2015.0120.002145 Printed on:8/4/2015 9:31 AM Page:8 of 9 Branch :NCS User :JILL Title Officer: MC Order : 346862T Loan No: 01~115712~06 DEED OF TRUST (Continued) Page -s fa,.i:l-,111d Poca.nnafttS. The word$ ~f'lclot!Bd Oocuma.,ta• m11an 1111 p«Nll'liB<!!lor.,. note•. crerli1 l'l'i11rei11mi~riiw:, t-C.o1"1 agr&emoMs. environmontib'I •graementa. aeewlty agl'4!!ema,.,l!I. mon;91',g,ew. O,ee011 of tr.u4:11, eocvrltV dDD,lllls, ca.llat-eral .mortg4'J'Oi,;. 111nd .,,,11 othie,r ln111uuime,nt:$, egr,e,e,..,Clf'IUI end OOcumonui. wl'wothlu-now or hel-D•fter a1dHlnQ, .. -c~4'0 In ,c.o,nr,oc.1Jcn wlitJ, lhO-11-.d•btoclnoo•s; JM"OVkted, that guar.antkts •rfJ nQ1: "Rela~e~ Pc:,c,1,11nen1•· 9110 a,,re n.ot t116Curod b\' thfa Ooad DI Trust. Ranta. Tha word -Rani•· rnaam an s:ir-.eent and l",.lture rem·•· ,._.,....nues. jnciom41. 18:l~cs. f'OYl!llt;e&, prolili-• .a:r'ld ot™"' ~ncdhs de..-ivl!lld t..-om. "tho F>ro,p,ony, Tnaa.111. Thu -word "Tn.i:iit11:1et" me111na Flrsl Flnanc:>et Clvc,..llood Coroo,.retiOn. whose mallil\Q •ddr,eisis io 207 Wellis AYonYe s. -Aetl'II04"1, WA 980£7 D.ioCI env-6Ubslitul• .,,. 'llUCll:l:ISl'SOf' tiru5-t-•. GiflAH'TOR ACiOtOW'i..£:t>GES HAVING READ ALL THE PROVISIONS OF THIS DEB:! OF TR.UST. AND GMNTOR AG~US TO ITS Tf;RMS. GRAHTOR, SOUTHPORT. LLC BRYAN ROSBACH NOTARY PUBLIC STATE; CF WASHINGTON OOMMISSION EXPIReS ·MARCH 17, 2018 LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATE OF ~W=_A~--------- COUNTY OP: _,i/,._~,_.,-,.,_£,.-""''-----------'8S O" lhl-.. /,64-'l-dav c·f :S-A ~u All. "'r"' , 20 / S-. beror-a m.11. thlll 1.1nd"'41Signe,(I Non,rv P'1.1t1dc. p11r.ao,nmlly o,:1JH1<11l'ed lifUDh-1 I'. Chl"IH, Pr,.111dont./Seoa-e~ of SicO b.V'l!llopnwmr. b,,e •• Man11oar DI Sourhpon:. llC. ll"'d per11,.on..1ty k.-.own tq Jn8 i:>r proved to me on the N-..ls ol setts1BC10ty evld1:1nc11 ti:, ha • fl'IOll'Sbor or Ge.aJ1;moted o,p111nt ,of tt,,e llrnl-ted lia~li,v oompc,ny thet 0J11ec1,1ittd the Ooad ot 1r1.1aa end acltno'IIVladgeid lh& DeDd of T,ru,u to be lhs 1.--oncl vo1un\fllt"y ac1 ond deied ol 1he lil'ni1ad •1.oDi1i1v comp.any, IJy au1hotlry ot •tatute. It• 11nlcles or c,o,anu.a1io,n OI' it= O.,ltf'eting_ IIGU~·•rnenr. f,o.,-the 11,1SC16 11rw:I p,urooaea thllrelin mentioned, end en o•O" etatcc.1 tl"let ho&°' eha ala 11u1borized to e:,,c•curn this Deec, of T,us.1 end In feet e•ecutod lho Deed ol T,.us.1 on bohatt of tt-limrtl!JG tiatlilhy company __ ~ .... ~ M:-~ntl M 5".o---:.. 'J (..._ N01-v PubliD k:l ar,,d tor U1• Sune of t,.....,A-My t:1ornmk.'$lnn •,cplr•• 3-f I-16 REQUEST FOR FULL RECONVEY ANCE To: • ltustee Tho l.l'r'dei11<19110C11 liB tho leig,IJlol OW,!"10.r" e"O hoklClt' ol oU ~ob~N-11 ~Ci.Ired by tt'aie Oeed o! Tru,u. You et• her11bv n1,que•tie(I\ UIP()l'lo pt!~ ~ IJl1 SU1T'l$ o-Mn,,o to you. to "*C0fiY9V wlttiout wan""•nty. to the pvnions entitlsc:1 th-Dt"o~ thllil right. lillt!I and irntal'"o•t now ht:111:1 by yOu under-lh& Daod ot T.-ust. O..to~ 8°"'9ficWy: ------------- LHetPl'o~ Ver. 14.i!!,. 16.004 COP'". 0 +-H USA C.Ol'll0r•loo«1 1§9')~ .. 20l5. KING, WA Document:TDD 2015.0120.002145 Printed on:8/412015 9:31 AM V~\CA\LPL,GOJ.'FC: TR-1931 PR-24 Bv: _________ _ l't•: ------------ Page:9 of 9 RETURN ADDRESS: ---.... p0 1101 1130 "-lllCn, WA 911057 Electronically Recorded 20160111001224 SIMPUFILE ~ 001 of 003 01111/201603:39 King County, WA MDT 3 1SI AMfjs ~cs 1~<;1d-MODIFICATION OF DEED OF TRUST 20160111001224.001 75.00 Reference# (if applicable): 111 Si 1206 2.DISD12.D6DZJl.{5"" Grentorle): Additional on page _ 1. Office et Southport LLC Grontoe(s) 1. First Flnenclel Nonhwest Bank Legal Ooscflption: Lot B. UA 14-001514, rec. 20141223900010 Additional on page 2 Assessor's Tax Parcel ID#: 082305-9216-01 THIS MODIFICATION OF DEED OF TRUST dated January 6, 2016, ta made and executed betwffll Office et Southport LLC, a W•hlngton lmlted habfflty compeny, formerly known a, Southport. UC. whleh aoqulred title as. Southport UC, whOH addra& ta 1083 Lake W8$hlngton Blvd N. #50, Ranton, WA 88056 r~tor•) and Ant Financial Northwest Bri. whose addrets is 207 WeUs Ave S, PO Box 1130, Renton, WA 98067 {"Lender"'). Loan No: 111571206 MOOIFICATION OF DEED OF TRUST (Continuedl 20160111001224.002 Page2 DEED OF TRUST. lA1lder Ind Grlf"ltOr h8w 11n1ered Into I DMd ol Tri.mt dated Jllnuay Hi, 20115 lthe "Deed or Tri.1•1·1 which h.!111 been recorded In King County, S~w ol Washington, as follows: ~on...,_,,. 20. 20115iin King County. 81au, ofWa11hqton W11Nr 1-cil'9 number 2011501200021415, REAL PROPERTY DESCRIPTION. The Deed of TNlt COVfJJ9 the followlng delCribed !"NI property kica1fld 1n l(ing Cotl'lty. Stalfl ol Washington'. PAflCl;L A; LOT B OF CITY OF RENTON LOT LINE ACJUSTMENTNO. LUA 14-00161"4, AS M.CORDEO OECEM8Efl .23, 2014 AS RECORDING NO. 20141223900010, IN IONG COUNTY, WASHINGTON. PARCEL 8: EASEMENTS FOR INGRESS. EGRESS ANO RAllflOAD CROSSINGS AS ESTABLISHED IN RECOAD1NG NOS. 62018515, 63171510, 9902019014AND 20000131900006, IN KING COUNTY. WASHINGTON, The Real Property or ta &ddreu is oommonly known u 1101 Le._. Wnhlngtan Slwl N, Renton. WA 980158. The Real Pl'operty me Identification number Is 082306-S21&-0I. MODIRCATION, Lender and Gnmtor hert1by modify the Deed of TNIII as folo'WI: 1. ~ prinolpal ""'°""" or orilfl,al Note dlled' .lanulirv 15, 2016 from $15,000,000.00 to •11.000.000.00 to, .. adlltiooal lldvanctl amount of tfi,000,000.00. CONTINUIHO VALl)ITY, Excfil)I M fl)(pt'esslv modified .above, "tt-19 t,mu of the originlll Deed of Trust lhllll rt1m11ln l.ll'ICh&nged ll'ld hi full lorce and efftC1. Corwem by l'IOCktr to this Modlflc.ation 00N, not waive Ulndflr'1 right 10 require 1trict periomllllnce of thll Deed of Trust .-cti.ng,d ~ l"IOf ool'iga'le Lender 10 rneke anv futuie modiflclrtlons. Notfling In this ModlfleHlon ™" COl'lftlwte III aali118Cllon of the promlH01y note or othel cradlt ag,"ment secured bV the Deed or Trust hhll •Not,"). It I• lhe lntantlori of Lender 10 retain ee liable all ptlttielJ 10 the Deed of Trust end 11111 l)lfliel, meken •nd endofaenl to the Note, Including eceomrnodeUOn partirl1, lnHS a p,cirty bl expteHly 1111le1Hd by Lende, In wri1l09. Any INller or endorHr, lnclvdlng acoomrnod11ion meken, 11he• INK be rele118fld by wtue of thl1 Modlflc.ation.. If .-,y person who llgned 1h11 original Deed of Trust doelll not ialgrl thil Modlfieetlon. tt.n .. persc,r,1 lignll'lg below •cknowtedge that tl'llt Modiflc1tion it giWA tondltlonalty, bllsed on the n,prnen111tlon to UIAdlw that thEI NJn,tlgnlng perun CMHnts 10 the charlQU and provisions of lhl9 Modfficatlon o, otherwise wlll not be ftleedd by It. Thl3 weiver appliee not only to any iMia{ exten8lon or modilic-lltlon, but ello to all 1uch 111D11q111111t 1cllon1. NOTICE OF ORM. ,i.QREEMSfT$. O!ViL AGREEMl;HTS Oft ORAL COMMrTMEHTS TO LOAN MONEY, EXTEND CREOrT, OR TO FORBEAR FflOM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE IJNDER Wit.SHINGTON LAW. ORANTOR ACICNOWLEOGE$ HAVING READ ALL THE PROVISklNS OF TH'5 MODIFfCA TION OF DEB> OF TIIU8T AND ORANTDR AGREES TO ITS TERMS. 1HIS MOOIFICATlON OF DEED OF TRUST IS DATED JANUARY 6, 2018, ORANTOR: OFFICE AT SOUTHPORT LLC LENDER: 20160111001224.003 Loan No: 1111571206 MODIFICATION OF DEED OF TRUST (Continued) ..... LIMITED LIABILITY COMPANY ACKNOWLEDGMENT STATEOF __ W_A _______ _ coorm °'~"=e-. _\ N_~---- STATE Of ~l~J.u/J4~------ 00UNTY Of ~klll~/Jft~------ , .. JSS Hl!ATHIII ca,m NOTARY PUBUC STATEC.- CGT SI Cll4 DPIRES MARCH 29, 201G On thl8 <R1h (Sey or ) 8 w~~ . . . .20 --1.!,.t__, befoAt me, the uode111igned Notary Pubikl, pitl"Mlnellv ,i:,pe•M lrytn RDf.btoh ptr•oneUv known HI 11\t ot prO¥td to me on lh& bui, of utllt.«o,y ei;ldence to be the VP ~ Reletlonltllp Mer-.ge,. eutllorlzed .,it tor Fint RnMclel *'"'-t 8enlc thet o111xecutlld the within 811d for&gOirlg lratl1lffiel"lt lltld acknowlloged seld inttrument to be the free end voll.intery ect end dNd ol Ant Flnanclel Northwnt hnt. ~"'Y evtnorized by Am Flnlnolll NoreflWMt .,_. through ltll t>oerll of dlrectoB or othlfwlsci. tor the LINS and purpose& lhlrein mentioned, ,nd o,i oetti llatld that he or 11M h5 euthorlzed to uecu1e thil MIid intttumenl Md In feet eJCecuted 11118 nld inltrumflnt on behalf ot Fint Anenclel NonhWnt a..l: . •• di~ One . Noi.y Pubic _. .wl fvr W SUll6 of ..luA ReeklngM ~ L'-L My cominlnlon explru: 3 -:Z. "f -lQ I 'J LaerPro, Ver. 1'6.&.10.002 Copr. O+H USA Corpcwation 1997, 2016. • WA U:\CfN.Pl.\0202.FC TR·2137 PR-75 Branch :NCS User :JILL ()'}1-11) Cf .s;rj Title Officer : MC Order: 346862T 20150219000534 .001 WHEN RECORDED RETURN TO: Thomas \V. Rl'nd 11m1111n1ui111~1 Alston, Courtnage & BasRttl LLP 1'120 Firth A,·en•e, S11lte 36SO 5n!ttlc, \\'A 91101 20150219000534 FIRST AnE.RICAN £AS 83.80 AACE-MI OF 812 02/19/2815 11:36 KING COUNTY , UA Document Title: Temporary Airspace Easement Agreement I. The Bristol at Southport, LLC Grantor: 2. Southport, LLC Grantee: Hotel at Southport LLC Legal Description: Abbreviated Legal Description: Lot 2 ofCily of Renton Short Plat No. LUA·99-134-SHPL and Lot B of City of Renton Southport Lot Line Adjustment Number LUA 14-001514 Full Legal Description: See Exhibits Band C attached Assessor's Tax Parcel Nos.: This lnstrume•t filed for recmd by Grantor: I. 052305·9076. Fll'lltAmerican Titla lnsur;mce Company 2 _ 082305•9216 Asanaoc:ommodaliononly,lthasnot Been examined as lo its encution or Grantee: 052305-9075 As to 11s ~ ~~ @ Reference Nos. or Documents Released or Assigned: NIA TEMPORARY AIRSPACE EASEMENT AGREEMENT THIS TEMPORARY AIRSPACE EASEMENT AGREEMENT (this "Agreement") is made as of .JZl.nlil.tl~ 30 , 2015, by and between The Bristol at Southport, LLC, a Washington limited liility company ("Bristol"), Southpon, LLC, a Washington limited liability company ("Southport"), and Hotel at Southport LLC, a Washington limited liability company ("Grantee"). Grantee intends to construct a new project on all or part of the real property described on Exhibit A ("Hotel Site"). In connection with construction of the project, Grantee intends to utilize a construction crane which will use the airspace over portions of the property owned by The Bristol at Southport, LLC which is legall:S, described on attached Exhibit B (the "Bristol Property"), and over portions of the property owned by Southport, LLC which is legally EXCISE TAX NOT R£-QUJFIED KING, WA Document:EAS 2015.0219.000534 Printed on:8/4/2015 9:31 AM gCo 0~1,;0n Page:! of 12 Branch :NCS User :JILL Title Officer : MC Order : 346862T 20150219000534.002 described on attached Exhibit C (the "Southport Property"). Bristol and Southport are collectively referred to herein from time to time as "Grantors" and each individually as a "Grantor," and the Bristol Property and the Southport Property are collectively referred to herein from time to time as the "Granters' Property." The portion of the Grantors' Property over which an easement is granted is depicted on attached Exhibit D (the "Easement Area"). NOW, THEREFORE, Grantors and Grantee agree as follows: 1, Grant of Easement. Granters hereby each grant to Grantee a temporary, nonexclusive easement ("Easenlent") to operate a crane in airspace above the portion of the Easement Area owned by each such Grantor, on the terms set forth herein. This Easement shall be limited to the erection, operation, and dismantling of a crane to be located on the Hotel Site and to be used in the construction of the development project constructed on the Hotel Site (the "Project''). The currently planned Project is a hotel end convention center. 2. Term. The tenn of the Easement shall commence at the start of construction of the Project and shall continue for 30 months. Grantor agrees not to unreasonably withhold consent to an extension of the term for delays in construction of the Project. 3. Use. Grantee may use and occupy airspace over, above and across the Granters' Property for the purpose of moving a construction crane boom and related equipment (the "Crane") across the airspace over the Easement Area, except for the first twenty-five (25) feet above the highest point of existing structures on Grantors' Property, as a part of the construction activities of Grantee's contractors in developing the Project. The Crane shall not be used to load or unload any materials on any of the Grantors' Property, but shall be limited to movemenls through the airspace above the Easement Area in conjunction with construction activities. The Crane may be operated through the Easement Area only between the hours beginning at 7:00 a.m. to 6:00 p.m. Monday through Friday, and 9:00 a.m. to 6:00 p.m. on Saturdays. The Crane shall not be parked over any Grantors' Property except for intermittent short periods not to exceed thirty (30) minutes, provided however that when unattended the Crane boom may slew freely, which shall not be considered operation or parking of the Crane. Grantee shall use prudent construction practices to minimize dirt and debris fulling onto Grantors' Propeny from operation of the Crane. Grantee shall be responsible for clean-up of any dirt or debris fulling on Grantors' Propeny from the operation of the Crane. 4. Standard of Care; Indemnity. Grantee agrees to exercise due care in the operation of the Crane. Grantee shall indemnify, defend and hold each Grantor and their respective employees, agents, contractors, tenants, invitees and licensees, and the Grantors' Property, harmless from and against all injuries, losses, claims, and costs (collectively, the "Claims") arising from the operation of the Crane or otherwise from Grantee's exercise of its rights under this Agreement, except to the extent that such Claims arc caused by the negligence or other misconduct of that Grantor. The covenants in this paragraph shall survive termination of the Easement. KING, WA Documcnt:EAS 2015.0219.000534 Printed on:8/4/2015 9:31 AM Page:2 of 12 Branch :NCS User :JILL Title Officer : MC Order: 346862T 201502190005~.003 5. Insurance. Grantee shall maintain, or alten1a1ively, cause its general contractor to maintain, at all times during the term of the Easement, commercial gcn~-ral liabilily insurance on an occurrence basis, with a contractual liability endorsement, with limits of not less than $3,000,000 combined single limit, arul each Grantor shall be named as an additional insured and such insurance shall be primary, not contributory with any insurance carried by Grantor. Prior to utilizing this Easement, Grantee shall deliver to each Grantor a Certificate of Insurance evidencing that the foregoing insurance is in effect. Such insurance may not be cancelled without at least thirty (30) days' prior written notice to each Grantor. 6. Mlscellant!Olls. 6.1 Binding. This Agreement shall inure to the benefit of and be binding upon the heirs, successors and assigns of the parties hereto, and shall run with the land. At any time after expiration of such easement rights and obligations, the parties agree that upon request of the other, to execute and record a notice terminating such rights and obligations under this Agreement. 6.2 Notices. Any demand, request or notice which either party hereto desires or may be required to make or deliver to the other shall be in writing and shall be deemed effective when personally delivered, or when delivered by private courier service (such as Federal Express), addressed as follows: To Bristol: To Southport: To Grantee: The Bristol at Southport. LLC Attn: Michael Christ 1083 Lake Washington Blvd N #50 Renton, WA 98056 Southport. LLC Attn: Michael Christ I 083 Lake Washington Blvd N #50 Renton, WA 98056 Hotel at Southport LLC Attn: Michael Christ I 083 Lake Washington Blvd N #50 Renton, WA 98056 or to such other address and person as either party may communicate to the other by like written notice. 6.3 Authority. ( a) Grantee represents and warrants that Grantee has full right. title and interest in and to the Hotel Site and that the person or persons executing this Agreement on behalf of Grantee have been duly authorized to do so. KING, WA Document:EAS 2015.0219.000534 Printed on:8/4/2015 9:31 AM Pagc:3 of 12 Branch :NCS User :JILL Title Officer: MC Order : 346862T 20150219000534J)04 (b) Each Grantor represents and warrants that it has full right, title and interest in and to its property and that the person or persons executing this Agreement on its behalf have been duly authorized to do so. 6.4 Integration. This Agreement is the entire agreement between Grantee and Grantors with respect to the subject matter hereof. This Agreement may be modified only in writing, signed by authorized represenlatives of Grantee and Gt-antors. Any waiver hereunder musl be in writing. 6.5 Attorneys' Fees. In any suit, action or appeal therefrom to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its costs incurred therein, including court cosls, other litigation costs, expert and consulting fees, and reasonable attorneys' fees. 6.6 Compliance with Law. Grantee shall comply at all times with all laws, statutes, ordinances, rules and regulations now or hereafter in effect regarding its exercise of all rights granted under this Agreement. IN WITNESS WHEREOF, this Agreement is executed as of the date first above written. Bristol: The Bristol at Southport, LLC, a Washington limited liability company By: Southport: Southport, LLC, a Washington limited liability company By: SECO Developm2its manager By:~ ~-Christ, President KING, WA Document:EAS 2015.0219.000534 Printed on:81412015 9:31 AM Page:4 of 12 Branch :NCS User :.JILL GRA"NTEE: Hotel at Soulhport LLC, a Washington limited liability company By: SECO Development, Inc., its manager By:~ M° elP. ht,Presidenl KING, WA Document:EAS 2015.0219.000534 Printed on:8/4/2015 9:31 AM Title Officer: MC Order : 346862T 20150219000534.005 Page:5 of 12 Branch :NCS User :JILL STATE OF WASHINGTON COUNTY OF l:lf Nfa ) ) ss. ) Title Officer: MC Order : 346862T 20150219000534.006 On this ,;z..,&-11'> day of ,;Jal'"\~~ , 2015, before me, the undersigned, a Notary Public in and for the State of Washington, du commissioned and sworn personally appeared Michael P. Christ, known to me to be the president ofSECO Development, Inc., the manager of The Bristol at Southpon, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. I certify that I know or have sat isfoctory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. KING, WA Document:EAS 2015.0219.000534 Printed on:8/4/2015 9:31 AM Print Name NOTARY PUBLIC in and for the State of Washington, residing at f?Q-fi,e.tf Mycommissionexpires ll·M·lfz . Page:6 of 12 Branch :NCS User :JILL STATE OF WASHINGTON COUNTY OF IL-I Nb\ ) ) ss. ) Title Officer : MC Order: 346862T 20150219000534 .007 On this 2/p""ft' day of .:JAi'\~~ , 2015, before me, the undersigned, a Notary Public in and for the State of Washington, ly commissioned and sworn personally appeared Michael P. Chrin, known to me to be the president ofSECO Development, Inc., the manager of Southpon, LLC, a Washington limited liability company, the limited liability company that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. I certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the cenificate above written. KING, WA Document:EAS 2015.0219.000534 Printed on:8/4/2015 9:31 AM Page:7 of 12 Branch :NCS User :JILL STATE OF W ASHJNGTON COUNTY OF ILi N.b ) ) ss. ) Title Officer : MC Order: 346862T 2015021900053'4.008 On this Jlh'"' day of JA.\'\\A.O..~ , 2015, before me, the undersigned, a Notmy Public in and for the State of Washington, dy commissioned and sworn personally appeared Michael P. Christ, known to me to be the president ofSECO Development, Inc., the manager of Hotel at Southport LLC, a Washington limited liability company, the limited liability company that executed lhe foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. 1 certify that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true signature appears on this document. WITNESS my hand and official seal hereto affixed the day and year in the certificate above written. KING, WA Document:EAS 2015.0219.000534 Printed on:8/4/2015 9:31 AM Signature Print Name NOTARY PUBLIC in and for the State of Washington, residing at ~"Me.II . My commission expires I-• It, . Page:8 of 12 Branch :NCS User :JILL EXHIBIT A Legal Description of Hotel Site Title Officer : MC Order: 346862T 20150219000534.009 LOT A OF CITY OF RENTON SOUTHPORT LOT LINE ADJUSTMENT NUMBER LUA- 14-001514 ACCORDING TO THE LOT LINE ADJUSTMENT RECORDED DECEMBER 23, 2014 UNDER RECORDING NO. 20141223900010, IN KING COUNTY, WASHINGTON. KING, WA Document:EAS 2015.0219.000534 Printed on:814/2015 9:31 AM Page:9 of 12 Branch :NCS User :JILL Title Officer : MC Order: 346862T 20150219000534.010 EXHIBIT B Legal Descrlpdon of Bristol Property Parcel A: Lot 2 of City of Renton Short Plat No. WA-99-134-SHPL, according to Short Plat recorded January 31, 2000 under Recording No. 20000131900006, in King County, Washington. Parcel B: Easements for ingress, egress and railroad crossings as established in Recording Nos. 6201855 and 6317510. KING, WA Document:EAS 2015.0219.000534 Printed on:8/4/2015 9:31 AM Page:10 of12 Branch :NCS User :JILL EXHIBITC Legal Description of Southport Property Title Officer : MC Order: 346862T 20150219000534_011 LOT B OF CITY OF RENTON SOUTHPORT LOT LINE ADJUSTMENT NUMBER LUA- 14-00l 514 ACCORDING TO THE LOT LINE ADJUSTMENT RECORDED DECEMBER 23, 2014 UNDER RECORDING NO. 20141223900010. IN KING COUNTY, WASHINGTON. KING, WA Document:EAS 2015.0219.000534 Printed on:8/4/2015 9:31 AM Pagc:11 of12 Branch :NCS User :JILL EXHIBITD Depletion of Easement Area .------------,: • • ••••••••DRILLED POST FENCE • • • • • • • • • MOVEABLE FENCE • • • • • • • • • ExtSTING FENCE .. .. • • •• .. ... , •. .... , .. •. .. .. .. ( i • . I ,.. -··-· ~---, \ .. IIIIIII_IIIIIIIL 111111111!11~ I. ,-~ ll--"// Title Officer : MC Order: 346862T 201~0219000534.012 , ••• Ii ............................................................ ·-· ................... . KING, WA Document:EAS 2015.0219.000534 Printed on:8/412015 9:31 AM Page: 12 of 12 King County, Washington Page I of2 Ac:c:ount/P1rct1 Summary Tu Acc:ount Number 082305921601 Pan:al Nwnber 0823059216 Account Status Thb. accourt Is actiw. Tax Payer Name SOUTHPORT LLC 519800 Malling Addrn• 1083 LAKE V\IASHINGTON BLVD N SUITE 50 RENTON WA 98056 Pl)'mtnt Statw SECOND HALF AMOUNT IF PAID OR POSTMARKED BY OC1CBER 31, 201$. Annual Stattment Requeatltd By Statement Req ... 1 B!iiU!Ht Statement :tS! l!!: Mlllm S•lect Payment Amount Curl'llnt Ye• Tax Select Pay First Half 2016 0 Pay Second Half 2016 $35.94S.86 D Action• I AddToCar1 11 V.ew Cart 11 Search Again I TO PAY MULTIPLE ACCOUNTS WITH ONE PAYMENT: After clicking on the appropriate select box(es) and the ~Add to Cart" button, click nsearch Again~ to continue localing and addhg parcels/accounts. If you would like to pa)' by mall, make )'Qur chedt pf1Y8ble to King County Treasury. 'Mite your tu account number on your check and send it lo: King County Treasury 500 Fourth Avenue, Room 600 Seattle, WA 98104 Tax Y.ar Detalll Recelpb 2016 Tax Information Tax: Other Charges NOXIOUS Wfftd Consen,,ation Total billed: Amouri paicl: $ 35,948.86 Interest: $ 0.00 Penalty:$ 0.00 2016 Balance: 201& Tax Information Tax: Other Oiarges Noxious Wied CollSelV&lion Total billed: Amount paid:$ 61,242.18 lntereal: S 0.00 Penahy. S 0.00 20115 Balance: I 2014 Tax lnfonri.tlon 2016 Ta~ee Distribution I $71,885.58 Land value:$ 5,437,700 Improvement value: $ O $4.44 Levy code:2100 S 7,7ll Stall.I$: Ta.ble $71,897.72 Omit yea,: 0000 I $ .S5,M8.88 I $61,228.17 Land value: S 4,&46,700 Improvement value: SO ·-$ 4.71 lell)'code:2100 $ 7.70 Stetus: Taxable $ 61,2.U,18 Omit ~ar: 0000 ·- I ,o.oo I ' http://info.kingcounty.gov/finance/treasury/propertytax/RealProperty.aspx?Parcel=tSI2QL... 7/20/2016 King County, Washington Page 2 of2 201• To Information Tu:: $84,596.85 Land value: s 5,1o1:-V"i,u11., other Q\arges Improvement value: S 0 Noxious~ S 3.15 L.evycod&:2100 Conservation $4.72 Status: Ta,iable Total billed: $84,104.72 Omit year: 0000 Amount paid:$ 64,804.72 ' lntere61: $ 0.00 Penalty: S 0.00 2014 Balance: $0.00 ]2013 Tax lnformatlCN'l Tax: S 84,501.45 Lond value, I 5,936,<00 ! Other Ctuuges Improvement value: S O No>clous v\eed I 3.15 Levy c:ode:2100 Conservation S-4.72 Status: Ta•ble Total bllled: 184,1108.32 Orrit year: 0000 Amolrt paid:$ 84,509.32 Interest S 0.00 Penalty: $0.00 2013 Balanc1: $0.00 http://info.kingcounty.gov/finance/treasury /propertytax/Rea!Property .aspx?Parcel=tS12QL... 7/20/2016 ', 1 /,.. "' • ~, ~ ~ ~~~ First American Title Company Tax ID: 082305-9216-01 Reference No.: 346862 County: King / "' ,. _,, I ,, ,, ,, ., / _/ --.,./_-----,, / / ~,,, ,, ,, ,, " ,·, /I'..~/ / :-,; ~ '· ..... -"" ~ / ..... ____ 1· / ~ .... .,I ,,,.. --" Short Legal: Lot B LLA Map #LUA 14-001514 Rec #20141223900010 e NOT TO SCAtE Location Map Legend LJPARCELA r -- L _ _! PARCEL B This map may or may not be a survey of the land depicted hereon. You should not rely upon it for any purpose other than orientation to the general location of the parcel or parcels depicted. First American Title expressly disdaims any liab~ity for alleged loss or damage which may result from reliance upon this map. \ '\ ··~ I ~~\{ ,\ I . ' I I t , I I \ ~~ r LOT 11 ""' ,.,,.,,, .. ' ! : if ~'fl ... I / .,., ,,,,,..,,,,"~' \ // ,, \ \ \ i (,, >t"',, ... , .. , " j //" ( '-. ,• '• .. ,., , / ,t ' I J I \ \ ~ -1· ,• -" "" • ,:·I \ \ ; • I \. i\ \ ' i .. ' ' i .1 / '· ---= = ----- NWOS-23-05 + ' /1. M ~ ~ I ,~, ' < ~~$ .. ., / /./' > / " /· . '(_~,'" / / ·.,. ·~ "" ·,~·,, " "" First American Title Company ·-:,,.(_;/ :;,Kt '"::: ._,,3 ,,~ •,t ~" '-..,"' ~" ."""'" \ .... , . --~;~-, . ··~· '-';'·,0-. ·::_'.<"\ '•" Tax ID: 082305-9216-01 '· - Short Legal: Lot B LLA Map #LUA 14-001514 Rec #20141223900010 Reference No.: 346862 County: King .·.t< -:l ,, ~,· 8 NOT TO SCALE ;c;,,/ ""'· //// Plotted Easements Legend LJPARCELA 03/14/1968 #6317510 (Right Of Way For Roadway And Related Utility Purposes -Not Plotted-Alf.App.Ease) 07/26/1984 #8407260401 (Fire Main-Not Plotted -Alf.App. Ease) 02/26/1999 #9902264178 (Ingress, Egress, Gas And Electric Lines, Utilities And Maintenance-Not Plotted -Alf.App. Ease) 02/01/1999 #9902019014 (Ingress, Egress And Utilities -Not Plotted-Alf.App. Ease) E222j Short Plat Map# 20000131900006 (Drainage & Utility) ~ Short Plat Map# 20000131900006 ~! (Ingress, Egress & Utility) 10/21/2005 #20051021000896 (Pedestrian Walkway) This map may or rnay not be a survey of the land depieted hereon. You should not rely upon it for any purpose other than orientation to the general location of the parcel or parcels depicted. First American Tide expressly diselaims any liability for alleged loss or damage which may rasult from reliance upon this map. ·, / / ~ ~ ...... ., 'C" ~ ~~iff First American Title Company ,:1(f.·. . . . "' > C ',; ··,, ·, . ...,_ ... ·-..;: \ ',,, ····.,,.,, "'.,,~ ·"-, Tax ID: 082305-9216-01 ' ' ' "., '\·~> .... ··-:-,. Reference No.: 346862 County: King %," "':~:f . . ., < . Detait''B" ·' • , . ,;:.1;-: . ·+{. I ;,,,:..· , '·...,:'!> .:; \ -! ''!, r'.}, :'~~~' ~ / Short Legal: Lot 8 LLA Map #LUA 14-001514 Rec #20141223900010 0 IIIOT TO SCALE Plotted Easements Legend 0PARCELA w~~#20080630002054 (Drainage) ~#20080630002055 (Sanitary Sewer) #20080630002056 (Water Utility) 02/07/2013 #20130207001325 (Storm Drainage-Not Plottable) #20141231000755 (Transmission, Distribution And-Not Plottable) 02/19/2015 #20150219000534 (Temporary Airspace- Not Plotted-Blanket) This map may or may not be a survey of the land depicted hereon. You should not refy upon it for any purpose other than orientation to the general location of the parcel or parcels depicted. Fir5t American Title expressly disclaims any liability for alleged loss or damage which may result fn:,m reliance upon this map.