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Home My WebLink AboutEC17-206 - Other - Marquee on Meeker - Phase II - Seller's Estimated Settlement Statement - 04/01/2020First 'Lnedcan Title fnsurance Company National Commerci al Senices 920 Fifth Avenue, Suite 1200 . Seattle, WA 98104 Office Phone:(206)61 5-31 50 Office Fax: SeIIels Estimated Settlement Statement File No: Escrow Officer: Estimated Settlement Date: Disbursement Date: NCS-89822o-WA1 Laura Lau/ll 04t01t2020 Property: Vacant Land, Kent, WA Lot: 3, 4 and 5 Buyer: Marquee on Meeker LLC C/O Landmark Development Group, 2711 West Valley Hwy N Suite 200, Auburn, WA 98001 Seller: City of Kent, a municipal corporation of the State of Washington 400 W Gowe St, Kent, WA 98032 Description Seller Charge Seller Credit Consideration Total Consideration 4,353,658.54 Adiustments Deposit paid to Citv 500,000.00 Prorations Leasehold Excise Tax (LET) 01101120 to O4101120 @$1,074.00/mo 3,222.00 Commission Broker: Jones Lang LaSalle Bellevue Real Estate Commission 87,073.17 Title/Escrow Gharqes Closing-Escrow Fee -50/50 $2,400.00 Sales Tax: 8242.40 to First American Title lnsurance Company National Commercial Services 1,321.20 Policy-Standard ALTA 2006 Owner's $6,827.00 Sales Tax $689.53 to First American Title lnsurance Companv National Commercial Services 7,516.53 Documentary Transfer Tax -REET Fee 10.00 Gash (X To) ( From) Seller 3,760,959.64 Totals 4,356,880.54 4,356,880.54 Settlement Statement Page 1 of 2 Print Date: 0313112020,10:29 AM Sellet's Estimated Settlement Statement Settlement Date Officer: File No: NCS-898220-WA1 Laura Lau/ll PLEASE NOTE: A modification of money-transfer or disbursement instructions can be a red flag for Online Banking Fraud and could be a trap for the unwary. Should we knowingly receive such a modification, in the interest of prudence, we may consider it suspect and call a known and trusted phone number to verify its authenticity and accuracy. Your awareness and cooperation in taking appropriate steps to prevent fraud is greatly appreciated. Notice - This Estimated Settlement Statement is subject to changes, corrections or additions at the time of final computation of Escrow Settlement Statement. See Attached Signatures Settlement Statement Page 2 of 2 Print Date: 0313112020,10:29 AM SeIIer's Es timated Settlement Statement Settlement Date: Officer: File No: NCS-898220-WA1 Laura Lau/ll SELLER(S) Ci$ of Kent, a municipal corporation of the State of Washington Name Title: Signature Page 1 of 1 Print Date: 0313112020,10:29 AM First American Title fnsurance Company National Commercial Services 920 Fifth Avenue Suite 1200 Seattle, Washington 98104 DISCLOSURES TO THE PARTIES UNDER APR.12 Escrow No; NCS-898220-WA1 Date: 03/2312020 IN ACCORDANCE WITH THE REQUIREMENTS OF A.P.R. 12 OF THE SUPREME COURT OFTHE STATE OF WASHINGTON, FIRST AMERICAN TITLE iNSUMNCE COMPANY AND THE CLOSING OFFICER SPECTFIED EELOW HAVE THE DUTY TO INFORM YOU OF THE FOLLOWING: 1) The Closing Officer is not acting as the advocate or representative of either party;2) The Closing Officer will prepare documents which affect the legal rights of both parties;3) The parties may have differing lnterests in the documents;4) The parties have the right to be represented by lawyers of their own selection and each party may have a separate lawyer;5) The Closing Officer cannot give legal advice to the parties concerning the manner in which the documents affect those parties. The Closing Officer is only permitted to select and complete documents which have been approved by the Llmited Practice Board in accordance with a written Agreement between the parties and/or Lender's Instructions which contains all of the basic terms of the transaction. The Closing Officer is not permitted to negotiate terms which are not included in the written Agreement and/or Lender's Instructions. The Closing Officer is not permitted to practlce law. In this transaction your Closing Officer is: Laura Lau, hislher Limited Practice License No. is: 3119. RRST Laura Lau Laura Lau I ll | 0112312020 / NC5-898220-WA1/ 205 Page I ot 4 Please acknowledge receipt of the foregoing Notice of Compliance with A.P.R. 12 and that you have read the same by signing your name(s) to the copy of this Notice on the signature line(s) below. (If such Notice has been hand-delivered or mailed to you, please return the copy of the Notice showing your signature(s) in the enclosed, stamped, self addressed envelope.) We will be unable to continue with the closing until we have received the signed Notice from you. I received and read a and understand its contents this , ^q'n day of Buyer: MARQUEE ON MEEKER LLC, A Washington limited liability company By:issing Links LLC, a lim liability its Brett , Manager Seller: City of Kent, a municipal corporation of the State of Washington Name: Title: Laura Lau I ll | 0312312020 | NCS-898220-WA1/ 206 Page 2 of 4 Please acknowledge receipt of the foregoing Nothe of Compllance with A.P.R. 12 and that you have read the same by slgning your name(s) to the copy of this Notlce on the signature line(s) below. (If such NoUce has been handdellvered or mailed to you, please retum the copy of the Notice showing your signature(s) in the enclosed, stamped, self addressed envelope.) We will be unable to continue with the closing until we have received the signed Notlce from you. I have recelved and read a copy of the Disclosure, and understand its contents this day of Buyer: MARQUEE ON MEEKER LLC, A Washington limited liability company By: The Missing Links LLC, a Washington limited liability company, its manager Breft Jacobsen, Manager Seller: City of Kent, a municipalcorporation of the State of Washington Name: Title: By: clltt*{" lauia lru lX l08n3nil20 / NG-898220.WAU 206 Page 2 of 4 ATTACHMEI{TTO DISCLOSURES TO THE PARTIES UNDER APR 12 Date: March 23,2020 Flle No.: NCS-898220-WA1 (ll) THE FOLTOMNG DOCI'MENT5 INMALED HAVE BEEN SEIECTED AND PREPARED BYTIIE UMITED PRACNCE OFFICER x E(CISE TA( AFFIDAVTT SUPPLEMENTAL O(CISE T$( AFRDAWT LPB !.0 STATUTORY WARRANTY DEED LpB ll srArrTORY WARMNTY DEED (FULRLLMENT OF REC) LPB 12 QUIT CIAIM DEED LPB 13 SELLER's ASSIGNMENT OF CONTMCT AND DEED LPB 14 PURCHASER'S ASSIGNMENT OF CONTMCT AND DEED LPB 16.09 SPECIAL WARMNTY DEED rPB 20 DEED OF TRUST (SHORT FORM) LPB 21 ASSIGNMENT OF DEED OFTRUST LPg22 DEED OF TRUST (LONG FORM) LPB 22A DEED OF TRUST LpB 23 REQUEST FOR FULL RECONVEYANCE I,PB 2II REQUEST FOR PARTIAL RECONVEYANCE tPB 28A PROMISSORY NOTE LPB 29 REQUEST FOR NOTICE LPB 30 BILL OF SALE LPB 35 SUBORDINATION AGREEMENT r.PB 44 REAL ESTATE CONTMCT (SHORT FORM) LpB 45 REAL ESTATE CONTRACT (LONG FORM) LPB 50 MORTGAGE (STATUTORY FORM) LPB 51 SATISFACNON OF MORTGAGE LPB 52 PARTIAL RELEASE OF MORTGAGE tPB 50 RELEASE OF UEN LPB 51 PARTIAL RELEASE OF UEN LPB 62 SATISFACNON OF JUDGMENT INITIAIS:v)- l.aun Lau / ll/ 0323120201Ncs-898220-WAl/ 206 Pag 3 of{ x ATTACHMENT TO DISCLOSURES TO THE PARTIES UNDER APR 12 Date: March 23,2020 File No.: NCS-898220-WA1 (ll) THE FOLLOWING DOCUMENTS INITIALED HAVE BEEN SELECTED AND PREPARED BY THE UMTTED PRACNCE OFFICER. EXCISE TAX AFFIDAVIT SUPPLEMENTAL EXCISE TAX AFFIDAVTT LPB 10 STATUTORY WARRANTY DEED LPB 11 STATUIORY WARMNTY DEED (FULFILLMENT OF REC) LPB 12 QUIT CIAIM DEED LPB 13 SELLER'S ASSIGNMENT OF CONTMCT AND DEED LPB 14 PURCHASER'S ASSIGNMENT OF CONTMCT AND DEED LPB 15 BARGAIN AND SALE DEED LPB 16-09 SPECIAL WARMNTY DEED LPB 20 DEED OF TRUST (SHORT FORM) LPB 21 ASSIGNMENT OF DEED OF TRUST LPB22 DEED OF TRUST (LONG FORM) LPB 22A DEED OF TRUST LPB 23 REQUEST FOR FULL RECONVEYANCE LPB 24 REQUEST FOR PARTIAL RECONVEYANCE LPB 2BA PROMISSORY NOTE LPB 29 REQUEST FOR NOTTCE LPB 30 BILL OF SALE LPB 35 SUBORDINATION AGREEMENT LPB 44 REAL ESIATE CONTMCT (SHORT FORM) LPB 45 REAL ESTATE CONTMCT (LONG FORM) LPB 50 MORTGAGE (SrArurORY FORM) LPB 5l SATISFACNON OF MORTGAGE LPB 52 PARTIAL RELEASE OF MORTGAGE LPB 60 RELEASE OF UEN LPB 61 PARTIAL RELEASE OF UEN LPB 62 SATISFACNON OF JUDGMENT INTTIA[S: Laura Lau / n I $12312020 / NCS-898220-WA1/ 206 Page 3 of 4 ATTACHMENT TO DISCLOSURES TO THE PARTIES UNDER APR 12 contlnued Date: March 23,2020 File No,: NCS-898220-WA1(|| LPB 63 PARTIAL RELEASE OF JUDGMEI'IT I.PB 54 WATVER OF UEN LPB 65 PARTIAL WAIVER OF UEN LPB 70 SPECIAL POWER OF ATTORNEY (SALE) rPB 71 SPECIAL POWER OF ATTORNEY (PURCHASE/ENCUMBER) rPB 725 CONSUMER USE TN( RFTURN (DEPARIMENT OF REVENUE) AUDTTOR'S COVER SHEET ucc UC ucc DEPARTMENT OF UCENSING FORMS LENDER LOAN DOCUMENTSTHATARE APPROVED AND DESIGNED FOR USE BYTHE SECONDARY MORTGAGE MARKET INCLUDING NOTES, DEEDS OF TRUSr AND RIDERS, ASSTGNMENT OF MORTGAGE, ASSIGNMETIT OF REVERSE ACCOUNT FUNDS, DEPARTIVIENT OF HOUSING AND URBAN DEVELOPMENT DOCUMENTS. THE UMITED PMCTICE OFRCER DID NOT PREPARE TRUTH.IN. TENDING DISCLOSURE. FMHA LOAN DOCIJMENTS ,**oouJ- raun reu / il / 03/2312020 I NC$898220-WA!/ 206 Psge4 ot4 ATTACHMENT TO DISCLOSURES TO THE PARTIES UNDER APR 12 continued Date: March 23,2020 File No.: NCS-898220-WA1(I| LPB 63 PARTIAL RELEASE OF JUDGMENT LPB 64 WAIVER OF LIEN LPB 65 PARTIAL WAIVER OF UEN LpB 70 SPECTAL POWER OF ATTORNEY (SALE) LPB 71 SPECTAL POWER OF ATTORNEY (PURCHASE/ENCUMBER) LPB 72S CONSUMER USE TAX RETURN (DEPARTMENT OF REVENUE) AUDITORS COVER SHEET ucc ucc ucc DEPARTMENT OF UCENSING FORMS LENDER LOAN DOCUMENTSTHATAREAPPROVED AND DESIGNED FOR USE BYTHE SECONDARY MORTGAGE MARKET INCLUDING NOTES, DEEDS OF TRUST AND RIDERS, ASSIGNMENT OF MORTGAGE, ASSTGNMENT OF REVERSE ACCOUNT FUNDS, DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT DOCUMENTS. THE UMTTED PRACNCE OFFICER DID NOT PREPARE TRUTH.IN. LENDING DISCLOSURE. FMHA LOAN DOCUMENTS INITIALS: Laura Lau ln I 03,P3|202A / NCS-898220-WA1/ 206 Page 4 of 4 fnstrumentNumber: 202OO4OlOOlll2 Document:D Rec: S108.50 Page-l of 6 Excise Docs: 3A41316 Selling Price: $0.00 Tax Amount: $10.00 Record Datez4ll/2020 1:10 PM Electronically Recorded King County, WA WHEN RECORDED RETURN TO: Thomas W. Resd t'lkso Kretschmer Smitlr Diron Ormseth PS 90t Flfth Avenue, Suite 4000 Serfile, Wsshlngton 9il64 Document Title: BARGAIN AND SALE DEED Grantor: CITY OF KENT Grantee: MARQUEE ON MEEKER LLC Legal Description: Abbreviated Legal Description: Lots 3,4 and 5, Kent SP No. SP-2017-1, Rec. 201 80321900004 Full Legal Description: See Exhibit A attached. Assegsor's Tax Parcel Nos.: 232204-9095-00; 232204-9096-09 ; 23220440 1 l -0 I Reference Nos. of Documents Relcased or Assigned: N/A BARGAIN AND SALE DEED GRANTO& the CITY OF KENT, a Washington municipal corporation, for and in consideration of Ten ($10.00) Dollars and other good dnd valuatile consideration in hand paid, bargains, sells and conveys to MARQUEE ON MEEKER LLC, a Washington lirnited liability company, the real estate, situated in King County, Washington, and legally described on attached Exhibit A subject to the matters described on attached Exhibit B. The Grantor, for itselfand its successors in interest, does by these presents expressly limit the covenants 'ofthe 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. 1ST AM#ffirz:t>@ C:\tsets\8AC650{\Appdab\LocalWlcrcoft\Wndom\lnetcache\Ontent0utlookVS0AK6rtf4Rfverbend Phase 2_ Bargatn And Sale Deed(105535045'4). Doo( r 05535045.4 006994&fiXD2 Instrument Number: 2O2O040lOOlll2 Document:D Rec: $108.50 Page-2 of 6 Record Date:4/112020 l:10 PM King County, WA DATED:7 2020 GMNTOR: CITY OF KENT, a Washington municipal corporation Dana Ralph, Mayor STATE OF WASHTNGTON ) ) ss. COT'NTY OF KINC ) on ttrisffaay of YLln"2020, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn personally appeared Dana Ralph, known to me to be the Mayor of the CITY OF KENT, the Washington municipal corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the purposes therein mentioned, and on oath stated that she was authorized to execute said instrument. I certi$ that I know or have satisfactory evidence that the person appearing before me and making this acknowledgment is the person whose true appears on this document, WTTNESS my hand and offrcial day and year in the certificate above written. Signatwe Tnnio [ot4'4/1/v Print Name NOTARY PUBLIC in Washinglon, residing at My commission expires -2- C\Users\8A455{l1$pp&E\LocalV'licrosoft\WndowsUnetcadte\ContentOudookVSoAKGlVARlverbend Ptrase 2- Bargaln And Sale Deed(1055350453).Doo( r 05535045.4 006940.{n002 Op It '?ggrg f*"'o fnstrument Number: 2O20040lOOlll2 Document:D Rec: $108.50 Page-3 of 6 Datez4ll/2020 l:10 PM King County, WA Exhibit A Legal Description LOTS 3, 4 AND 5 OF CITY OF KENT SHORT PLAT NO. SP-2O I7.I , RECORDED TJNDER RECORDING NO. 2OI 8032 I 9OOOO4, IN KING COUNTY, WASHINGTON. -3- C:\Use6\BAc6504wpdata\tocalwlcm6oft\windorysUnetcade\cont€ntouuookU5oAKEw4Rlv€Oend Phse L &rgah And Sale Deed( 1035350{5.4),Doo( | 05s35045.4 0069940{qp2 Instrument Number: 202O040lOOlll2 Document:D Rec: $108.50 Page-4 of 6 Record Date:41112020 l:10 PM King County, WA Exhibit B Permitted Exceptions 1. Real estate taxes levied but not yet due and payable. 2. Potential charges, for the King County Sewage Treatment capacity charge, as authorized under RCW 35.58 and King County Code 2E.84.050. Said charges could apply for any property that connected to the King County Sewer Service area on or after February I, 1990. 3. Easement, including terms and provisions contained therein: Recording lnformation: November 8, 1961, Recording No. 5350942 In Favor of: County of King, a municipal corporationFor: River protection 4. Easement, including terms and provisions contained therein: Recording lnformation: April 25, 1962, Recording No. 541 7461 In Favor of: County of King, a municipal corporarionFor: River protection 5. Easement, including terms and provisions contained therein: Recording Information: January 22,1964 as 5690275 In Favor of: Puget Sound Power & Light CompanyFor: Electric lines 6. Easement, including terms and provisions contained therein: Recording lnformation: 7904240940For: Ingress, egress and utilitiesAffects: As described therein 7. Relinquishment of all existing and future rights to light, view and air, together with the rights of access to and from the State Highway constructed on lands conveyed by document in favor of the State of Washington:Recorded: April 12, 1985 Recording No.: 8504120861 8. Easement, including terms and provisions contained therein: Recording Information: 9502020945For: Ingress, egress, vehicle and equipment parking and utilities 4- C:\Usets\FAC6504\AFdete\Loca\Mlaosoft\Wndows$netcache\Csntent.OuuookUsoAKEw4Riverbend phase 2- Bargain And Sale Deed(105535045.4).Docx r 0s53504r.4 0069940{t0002 Instrument Number: 2O2O04OlOOll12 Document:D Rec: $108.50 Page-S of 6 Record Date:4ll/2020 l:10 PM King County, WA Note a Release of First Right of Refusal was recorded under Recording No 201 10s23000167. 9. Easement, including terms and provisions contained therein: Recording Information: 9502020946For: Building setback, parking and turnaround for construction, operation and maintenance of carport stnrctures 10. Terms, covenants, conditions and restrictions as contained in recorded Lot Line Adj ustment (Boundary Line Revisio n) LL-9 4-29 :Recorded: February 16, 1995 Recording Information: 950216A277 I l. A document entitled "Amended and Restated Grant of Eisements and Levee Easement Agreement", executed by and between City of Kent and King County Flood Control Zone Dishict recorded August 22, 2008, as Instrument No. 20080822000569 of Official Records. Said instrument amends and restates that agrccment recorded under Recording No. 20050813001810. 12. The terms and provisions contained in the document entitled "Declaration of Stormwater Facility Maintenance Covenant" recorded March 9, 2018 as 20 1 803090001 l 0 of Offrcial Records. 13. The terms and provisions contained in the document entitled "Development Agreement" recorded March 14,2018 as 20180314000845 of Official Records. 14. Restrictions, conditions, dedications, notes, easements and provisions, if any, as contained and/or delineated on the face of the City of Kent Short Plat No. SP-2017-l recorded March 21,2018 as 20180321900004, in King County, Washington. 15. Easement, including terms and provisions contained therein: Recordinglnformation: 20180918001033 ln Favor of: Comcast Cable Comrnunications Management, LLCFor: Broadband communications -5- C:\Usen\BAC6504Wp<hb\tocalWhrosoft\Wndor,vs\tnetcade\Gntent.0uUookVSOAl(E$,Z\Rhrcrbend Phase 2_ Bargain And Sate lteed( 105535045.4).Docx I 05535045.4 00699{0-0m02 Instrument Number: 2O2004OlOOlll2 Document:D Rec: $108.50 Page-6 of 6 Record Datez4lll2o20 l:10 PM King County, WA 16. Easement, including terms and provisions contained therein: Recording Information: 2019A307000345 In Favorof: Puget Sound Energy, Inc.For: Transmission, dishibution and sale of gas and electricity 17. A physical inspection of the property on March 25, 2020 disclosed the following matters: a) Paving appurtenant to the southerly adjoiner of Lot 5 appears to encroach on Lot 5 by 15 feet, more or less. b) Landscaping appurtenant to the southerly adjoiner of Lot 5 appears to encroach onto Lot 5 by 30 feet, more or less. -6- Ct\Usets\8AC6504\Appdab\tocalWcrosoft\Mndows[netcache\Content.OuUook[S0AK8l/ARlvertend Phe 2_ Eargaln And Sale Oeed(105535045.4).Doo( I 05535fi 5.4 fi899,f0{0002 BUYER'S CERTIFICATE The undersigned ("Buyer") certifies to the CITY OF KENT, a Washington municipal corporation ("Sellet''), that all of the representations and warranties of the undersigned contained in Section 138 of the Lease (with Option to Purchase) between the undersigned Buyer, as the Developer, and Seller, as the City, with respect to the real property located in the City of Kent, and legally described in Exhibit A attached hereto are true and correct in all material respects as of the date hereof. BUYER: MARQUEE ON MEEKER LLC, A Washington limited liability company By:LLC, A liability company Brett Manager Date 2q 2020 Place S J WA G:\Tread\HAL\Riverbend Joint Venture\Phase 2\Ex€cuuon VeBlm\Buye/s C€tificate.Docx EXHIBIT A Legal Description LOTS 3, 4 AND 5 OF THE CITY OF KENT SHORT PLAT NO. SP-2017.1, RECORDED T]NDER RECORDING NO. 20180321900004, IN KING COUNTY, WASHINGTON. G:\Tread\HAL\Riv€rb€nd Joint Vdture\Phas€ 2\Executon Version\Buye/s Certificate,Doo( COMPLETION AI\D PERFORMANCE GUARANTY THIS AND PERFORMANCE GUARANTY (this "Guaranty'o) is made and given effective as of 2020 (the 'oEffective Date"), by FNW INC., a Washington corporation ("Guarantor"), to and in favor of CITY OF KENT, a Washington municipal corporation ("Seller"). RECITALS A. Seller and Marquee on Meeker LLC, a Washington limited liability company ("Buyer") entered into a Real Estate Purchase and Sale Agreement with Lease/Option to Purchase dated as of May 5,2017, as amended by Amendment to Real Estate Purchase and Sale Agreement with Lease/Option to Purchase dated as of September 20,2017 (as amended, the "Purchase and Sale Agreement"), for the sale by Seller, and the purchase by Buyer, of certain real property located in King County, Washington, legally described on Exhibit A-1 attached hereto (the "Phase I Property") and for the lease with option to purchase by Seller, as landlord, and the lease with option to purchase by Buyer, as tenant, of certain adjoining real property located in King County, Washington, legally described on Exhibit A-2 attached hereto (the "Phase 2 Property"). The Phase I Property and the Phase 2 Properly are collectively referred to herein as the "Properties." B. As a condition to the sale of the Phase I Property and lease of the Phase 2 Property by Seller to Buyer, Seller required Guarantor to enter into a form of this Guaranty. Conveyance of the Phase I Property to Buyer occurred on April 2,2018. Seller and Buyer are now prepared to close on the conveyance of the Phase 2 Property to Buyer contingent upon, among other things, Buyer's execution and delivery of this Guaranty with respect to the Phase 2 Property. C. Guarantor acknowledges that Guarantor will receive a direct or indirect material benefit from the sale of the Phase 2 Property to Buyer and therefore is willing to enter into and provide this Guaranty. D. Except where otherwise provided in this Guaranty, all initially-capitalized terms used herein shall have the meanings ascribed to them in the Purchase and Sale Agreement. AGREEMENT NOW, THEREFORE, in consideration of the sale and lease of the Phase 2 Property by Seller to Buyer and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Guarantor, for itself, its successors and assigns, hereby covenants and agrees as follows: l. DEFINITIONS. For purposes of this Guaranty: 1.1 "Development Agreement" means that certain Marquee on Meeker Project Development Agreement, by and between Seller and Buyer related to the Project, as approved by the City of Kent Council on August 15,2017, and effective as of August23,20l7. I 05532959.5 00699,10-00002 1 1.2 "Person" means any individual, sole proprietorship, limited partnership, joint venture, unincorporated organization, institution, parlnership, corporation, association, trust, limited liability company, or other legal entity. 1.3 "Phase 2 Project Improvements" means all improvements contemplated and permitted under the Development Agreement for the full development of the Phase 2 Property, but not including the Project Infrastructure. 1.4 "Phase 2 Project Vertical Improvements" means all improvements contemplated and permitted under the Development Agreement for the full development of the Phase 2 Property, but not including the Project Infrastructure, and also not including the concrete foundation work and the concrete podium work for the Project multifamily buildings. 1.5 "Project" means the Phase 2 Property, Phase 2 Project Improvements and Project lnfrastructure. 1.6 '(Project Agreements" means the Purchase and Sale Agreement and the Development Agreement. 1,7 "Project Infrastructure" means (a) all public and private on-site and offsite utility and other infrastructure improvements, including, without limitation, water, storm water, sanitary sewer utilities and traffic/pedestrian improvements, required to support the full development of the Phase 2 Property, all as contemplated under the Development Agreement, including, without limitation, the "Meet Me on Meeker" improvements and Phase 2 Property geo- piers and (b) all public and private on-site and off-site mainline utility and other infrastructure improvements, including, without limitation, mainline water, storm water and sanitary sewer utilities, and trafficipedestrian improvements, required to support the full development of the Phase 2 Property, all as contemplated under the Development Agreement, including, without limitation, the "Meet Me on Meeker" improvements. 1.8 "Substantial Completion" or "Substantially Completed" means, with respect to any improvement or work, such improvement or work has been completed in accordance with all applicable permits and laws and has been inspected and approved by the appropriate authorities as evidenced by a certificate ofoccupancy for all residential portions ofthe Project, subject only to minor punch-list items (minor details of construction, decoration and mechanical adjustments) that do not interfere with use and operation of the improvement or work in question. 2. GUARANTY. Guarantor hereby unconditionally and absolutely warrants and guarantees to Seller that: (a) construction of the Phase 2 Project Vertical Improvements shall commence no later than August 23, 2025, and shall be Substantially Completed no later than August 23, 2027; (b) the Project shall be constructed and completed in accordance with the Development Agreement, without substantial deviation therefrom unless approved by Seller in writing; (c) except for a first-priority deed of trust or security interest in the Project granted to Buyer's construction lender (that is any institutional bank or lender which is not affiliated with or related to Buyer or any of its principals or any affiliates or subsidiaries of the Buyer, any of its principals or their family members), the Project will be constructed and completed free and clear of all liens and encumbrances, including without limitation all mechanics' liens, materialmen's 105532959.5 0069940-00002 1 liens, and equitable liens; and (d) all costs of constructing and completing the Project will be paid when due. The obligations described in preceding clauses (a) - (d) are referred to herein as the 65Guaranteed Obligationsn'. For avoidance of doubt, and subject to Section 19. of the Development Agreement conceming excused delays in performance due to events of force majeure, Buyer shall commence construction of the Phase 2 Project lmprovements not later than twelve (12) months after the Effective Date of this Guaranty, but such work shall not otherwise trigger an obligation to commence the Phase 2 Project Vertical Improvements prior to August 23, 2025. If the Project shall not be constructed and completed as provided above, Guarantor shall: (a) diligently proceed to cure such default and procure completion of the Project at Cuarantor's sole cost and expense in compliance with all of the requirement provided above; (b) fully pay and discharge all claims for labor performed and material and services fumished in connection with the construction of the Project; and (c) pay such amounts as may be necessary to release and discharge all claims of stop notices, mechanics' liens, materialmen's liens, and equitable liens, if any, that may come into existence in connection with the construction of the Project. 3. NO REDUCTION OR DISCHARGE OF GUARANTEED OBLIGATIONS. Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor's obligations under this Guaranty shall not be released, diminished, impaired, reduced, or adversely affected by any of the following, and waives any conrmon law, equitable, statutory or other rights (including, without limitation, rights to notice) which Guarantor might other-wise have as a result of or in connection with any of the following: 3.1 Any waiver or release by Seller of any of the terms, provisions, conditions, obligations, and/or agreements constituting all or any part the Guaranteed Obligations or any of the Project Agreements. 3.2 The direct or indirect, voluntary or involuntary, sale, conveyance, assignment, lease, or other transfer of any interest in Buyer, all or any portion of the Phase 2 Property (or any improvement thereon from time to time) and/or any of the Project Agreements. 3.3 Any amendment, modification of, or supplement to any of the Project Agreements, or any assignment or transfer thereof 3.4 Any exercise or non-exercise of any right, power, remedy or privilege, or granting extension of time, under this Guaranty or any of the Project Agreements or any waiver, consent, extension, renewal, or modification thereof, 3.5 Any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar law or proceeding related to Buyer or any other Person or any of their respective assets and/or any order of any court, government or agency thereof purporting to reduce, amend, or otherwise affect any obligation or liability of Buyer under any of the Project Agreements. 3.6 Any release or discharge of Buyer or any other guarantor or any other Person in any receivership, bankruptcy, winding up, or other creditor proceedings. 105532959.5 0069940-00002 -3- 3.7 Any change in the name, pu{poses, capitalization, ownership, management, or organization of Buyer. Without limiting the foregoing, Seller may amend or modiff any of the Project Agreements and othenvise may deal with Buyer and its successors and assigns or any other guarantor or any other Person, without notice to or consent of Guarantor, and without affecting, diminishing, or otherwise impairing the liability of Guarantor hereunder. 4. NATURE OF GUARANTY. The liability of Guarantor under this Guaranty is an absolute and unconditional guaranty of payment and of perfonnance and not of collectability. The liability of Guarantor hereunder is primary and coextensive with that of Buyer and its successors and assigns and is joint and several. This Guaranty shall be a continuing guaranty. No action or proceeding brought or instinrted under this Guaranty and no recovery in pursuance thereofshall be a bar or defense to any further action or proceeding which may be brought under this Guaranty by reason of any further default or defaults hereunder or in the performance and observance of any of the terms, covenants, conditions, and provisions in this Guaranty and/or any of the Project Agreements. Guarantor's performance of a portion, but not all, of the Guaranteed Obligations, shall in no way limit, affect, modify or abridge Guarantor's liability for that portion of the Guaranteed Obligations which is not completed as required under this Guaranty. Without in any way limiting the generality of the foregoing, in the event that Seller is awarded a judgment in any suit brought to enforce Guarantor's covenant to perform a portion of the Guaranteed Obligations, such judgment shall in no way be deemed to release Guarantor from its covenant to perform any other portion of the Guaranteed Obligations which is not the subject of such suit. Seller shall not be obligated to exhaust its recourse against Buyer, or any other guarantor or any other Person, or any security it may have for the satisfaction of the obligations hereby guaranteed before being entitled to performance by Guarantor of each and every one of the obligations hereby guaranteed. Seller may, at its sole discretion and to the extent permitted by law, exercise its rights under this Guaranty either prior to, concurrently with, or after, the exercise of its remedies for default against Buyer or any other Person and in this regard, Guarantor hereby expressly waives any limitations on a concurrent exercise of remedies under this Guaranty which may be imposed under any applicable laws. This Guaranty is in addition to and not in substitution for any other guaranties held or which may hereafter be held by Seller, and Guarantor is jointly and severally liable with any such other guarantors for the payment and performance of the Guaranteed Obligations. 5. RIGHTS AND REMEDIES. If Guarantor shall fail to perform promptly as provided in this Guaranty within thirfy (30) days after written notice from Seller, Seller shall have the following rights and remedies: 5.1 Perform Guaranteed Obligations. Seller, at its option, but without any obligation to do so, mayproceed to perform on behalf of Cuarantor any and all work on the Project and any of the other Guaranteed Obligations and to pay any costs incurred in connection with the work and performance. Guarantor, upon Seller's demand, shall promptly pay to Seller all such sums expended. 5.2 Cure Defaults. Seller, at its option, but without any obligation to do so, may cure any defaults, including without limitation, paying any unpaid bills and liens, including, 105532959.5 0069940-00002 -4- without limitation, those for construction, labor, and materials. Guarantor, upon Seller's demand, shall promptly pay to Seller all such sums expended. 5.3 Specific Performance. From time to time and without first requiring performance on the part of Buyer, to require Guarantor specifically to perform Guarantor's obligations under this Guaranty, by action at law or in equity or both, and further, to collect in any such'action, compensation for all loss, cost, damage, injury and expense sustained or incurred by Seller as a direct or indirect consequence of Buyer's or Guarantor's failure to perform. 5.4 Other Rights and Remedies. In addition, Seller shall have and may exercise any or all of the rights and remedies it may have available at law, in equity, or otherwise. 6, FINANCIAL COVENANTS. The following financial covenants, based on the definitions shown below, must be maintained by Guarantor during the term of this Guaranty. Compliance with the following financial covenants shall be measured semi-annually as of the following dates: March 3l't and September 30ft. Guarantor shall certify that it is in compliance with the following financial covenants by delivering a certificate of compliance in form reasonably requested by Seller, along with supporting documentation (e.g., schedule of assets and liabilities and bank and brokerage statements), which certificate of compliance shall be provided within thirty (30) days after the end of each semi-annul period; provided, however, that if a particular certificate of compliance signed by Guarantor is not received by Seller by the required deadline, Seller reserves the right to determine Guarantor's compliance with the terms hereofbased on other information available to Seller. Notwithstanding the foregoing paragraph, Guarantor may satisft the Minimum Adjusted Net Worth requirement in Section 6.2 below by aggregating Guarantor's Adjusted Net Worth together with the Adjusted Net Worth of each of Brett Jacobsen and John W. McKenna, Jr. (collectively, the "Shareholders"). Each of the Shareholders is a shareholder in Guarantor and shall only be considered a Shareholder under this Guaranty as long as they remain a shareholder in Guarantor. If Guarantor elects to aggregate the Adjusted Net Worth of the Shareholders with that of Guarantor for purposes of satisfying the Minimum Adjusted Net Worth covenant in Section 6.2 below, Guarantor shall provide to Seller the same type of supporting documentation concerning the Shareholders' net worth as Guarantor is required to provide pursuant to the preceding paragraph. For avoidance of doubt, if Guarantor elects to aggregate the Shareholders' Adjusted Net Worth with that of Guarantor for purposes of satisfying the Minimum Adjusted Net Worth covenant in Section 6.2 below, the Shareholders will not become guarantors hereunder and will not assume the obligations of Guarantor hereunder. The current Shareholders shall each execute the joinder provision at the end of this Guaranty to acknowledge their consent to Guarantor providing to Seller supporting information concerning the Shareholders' Adjusted Net Worth, in the event that Guarantor elects to aggregate the assets of the Shareholders with those of Guarantor as described in this paragraph. Failure by Guarantor to satisfy each of the following financial covenants shall constitute a default under this Guaranty. Terms used in such financial covenants are as defined below. 6.1 Minimum Liquiditv. Guarantor shall maintain a total Unencumbered Liquidity of not less than $3,000,000. r 05532959.5 0069940-00002 -5- 6.2 Minimum Adiusted Net Worth. Guarantor and Shareholders shall maintain an aggregate minimum Adjusted Net Worth of not less than $10,000,000. 6.3 Definitions. For puqposes of the foregoing financial covenants, the following terms shall have the following meanings: 6(Debt" means, for Guarantor or any Shareholder, as applicable, all lihbilities, whether now or hereafter existing, voluntary or involuntary, due or not due, liquidated or unliquidated. ..@'means,forGuarantororanyShareholder,suchparty's total assets, excluding (1) intangible assets (i.e., goodwill, trademarks, patents, copyrights, organizational expenses, and similar intangible items, but including leaseholds and leasehold improvements), (2) treasury stock, (3) cash held in a sinking or other similar fund established for the purpose of redemption or other retirement of capital stock, (4) reserves for depreciation, depletion, obsolescence, or amortization of properties and other reserves for appropdations of retained earnings that have been or should be established in connection with such party's business, and (5) any revaluation or other write up in book value of assets subsequent to the fiscal year of such party; less Debt. ..@''meanSthesumofcash,marketablestocksandbonds, and other near-cash investments hetd by Guarantor and immediately available with unimpaired value; but not including pledged assets or IRA, 401 (k), annuity, or trust accounts. 6,4 Construction Lender Requirements. Notwithstanding the Minimum Liquidity and the Minimum Adjusted Net Worth of requirements set forth in Sections 6.1 and 6.2 above, if any lender providing the construction loan to Buyer for the construction of the Project requires a grcater Minimum Liquidity amount andior a greater Minimum Adjusted Net Worth amount (and/or any similar financial covenant) applicable to Guarantor, any Shareholder and/or any other person or party providing a guaranty for completion of the Project construction and./or repayment of the Project construction loan, then concurrent with the closing of such construction loan Guarantor and, if applicable, Shareholders agree to increase the Minimum Liquidity and/or Minimum Adjusted Net Worth of this Guaranty (or provide such similar financial covenant required by the construction lender), as applicable, to match the greater sum required under the Project construction loan. 7. WAMRS. To the maximum extent permitted by law, Guarantor hereby waives the following: (a) notices of the acceptance of this Guaranty; (b) any statute of limitations affecting Guarantor's liability hereunder or the enforcement thereof; ( c) all defenses based upon any insolvency or disability of Buyer and any and all other waivable defenses; and (d) all principles or provisions of law which conflict with the terms of this Guaranty. Moreover, Guarantor agrees that its obligations shall not be affected by any circumstances which constitute a legal or equitable discharge of a guarantor or surety. 105532959.5 0069940-00002 -6- 8. SUBROGATION. Guarantor agrees that until such time as all the obligations of Buyer and its successors and assigns under the Project Agreements have been fully and irrevocably paid and discharged, no payment by Guarantor pursuant to any provision hereof shall entitle Guarantor, by subrogation or otherwise, to the rights of Seller under any of the Project Agreements. Guarantor further agrees that, to the extent the waiver of its right of subrogation as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation Guarantor may have against Buyer or its successor and assigns shall be junior and subordinate to all rights that Seller has under the Project Agreements. 9, TERMINATION OF GUARANTY/REINSTATEMENT IN CERTAIN CIRCTTMSTANCES. This Guaranty shall continue until (A) the Project has been Substantially Completed in accordance with the Development Agreement, without substantial deviation therefrom unless approved by Seller in writing and free and clear of all liens and encumbrances as provided above, and (B) all obligations of Guarantor to Seller under this Guaranty have been performed in full. If at any time any payment of the amount payable by Buyer or its successor or assigns to Seller under any of the Project Agreements or is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of Buyer or any other Person or otherwise, the Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment has been due but not made at such time. The covenants and terms contained in this Section 9 shall survive the payment and performance of the Guaranteed Obligations and any termination of this Guaranty. 10. REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Seller that: 10.1 Guarantor now has and will continue to have full and complete access to any and all information conceming the Phase 2 Property and Buyer, Buyer's financial status and Buyer's ability to pay and perform the obligations owed to Seller under the Project Agreements. Guarantor has reviewed and approved copies of the Project Agreements. So long as Guarantor's obligations hereunder remain unsatisfied or owing, Guarantor shall keep fully informed as to all aspects of Buyer's financial condition and the performance of said obligations. ' 10.2 No consent of any otherperson, including, without limitation, any creditors of Guarantor, and no license, permit, approval or authorization of; exemption by, notice or report to, or registration, filing or declaration with, any governmental authority is required by such Guarantor in connection with this Guaranty or the execution, delivery, performance, validity, or etrforceability of this Guaranty and all obligations required hereunder. This Guaranty has been duly executed and delivered by Guarantor, and constitutes the legally valid and binding obligation of Guarantor enforceable against Guarantor in accordance with its terms. 10.3 The execution, delivery and performance of this Guaranty will not violate any provision of any existing law or regulation binding on Guarantor, or any order, judgment, award or decree of any court, arbitrator or governmental authority binding on Guarantor, or of any mortgage, indenfure, lease, contract or other agreement, instrument or undertaking to which Guarantor is a party or by which Guarantor or any of Guarantor's assets may be bound, and will not result in, or require, the creation or imposition of any lien on any of Guarantor's property, 105532959,5 0069940-00002 assets or revenues pursuant to the provisions of any such mortgage, indenture, lease, contract or other agreement, instrument or undertaking. 10.4 Neither Seller nor any other Person has made any representation, warranty or statement to Guarantor in order to induce Guarantor to execute this Guaranty. f0.5 As of the Effective Date, and after giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is and will be solvent and has and will have assets that, fairly valued, exceed Guarantor's obligations, Iiabilities (including contingent liabilities) and debts, and has and will have property and assets sufficient to satisfy and repay Cuarantor's obligations and liabilities. 11. AUTHORIZATION. The individuals executing this Guaranty each warrant and represent that this Guaranty was duly authorized by all individuals or entities whose authorization was required for this Guaranty to be effective and binding on Guarantor. 12. SUCCESSORS AND ASSIGNS. This Guaranty shall be binding upon Guarantor, its successors and assigns and shall inure to the benefit ofand shall be enforceable by Seller and its successors and assigns. This Guaranty may be assigned in whole or in part by Seller and it successors and assigns. 13. NOTICES. Unless applicable law requires a different method of giving notice, any and all notices, demands or other communications required or desired to be given hereunder by any party (collectively, 6'notices") shall be in writing and shall be validly given or made to another party ifdelivered either personally or by Federal Express or other overnight delivery service of recognized standing, or if deposited in the United States Mail, certified, registered, or express mail with postage prepaid, or if sent by electronic mail. If such notice is personally delivered, it shall be conclusively deemed given at the time of such delivery. If such notice is delivered by Federal Express or other overnight delivery service of recognized standing, it shall be deemed given the next business day after the deposit thereof with such delivery service, postage prepaid. If such notice is mailed as provided herein, such shall be deemed given two (2) business days after the deposit thereof in the United States Mail, postage prepaid. If such notice is given by electronic mail, it shall be deemed given on the date shown on the electronic confirmation of transmission. Each such notice shall be deemed given only if properly addressed to the party to whom such notice is to be given as follows: Seller:City of Kent 220 Fourth Avenue South Kent, WA 98032 Attn: Pat Fitzpatrick and Kurt Hanson Email : pfitzpatrick@kentwa. gov khanson@kentwa.gov r 0ss329s9.5 0069940-00002 -8- With a copy to:Stoel Rives LLP 600 University Suite 3600 Seattle, WA 98101-3299 Attn: Beth A. Clark Email : beth.clark@stoel.com Guarantor:FNW Inc. c/o Landmark Development Group 2711 West Valley HighwayNorth Suite 200 Auburn, WA 98001 Attn: Brett Jacobsen Email: bj acobsen@firw-inc.com With a copy to:HAL Real Estate Inc. 2025 First Avenue, Suite 700 Seattle, WA 98121 Attn: Jonathan Manheim Email: jmanheim@halrealestate.com and:Fikso Kretchmer Smith Dixon Ormseth PS 901 Fifth Avenue, Suite 400 Seattle, WA 98164 Attn: Thomas W: Read Email: TRead@fl<sdo.com Any parry hereto may change its address for the purpose of receiving notices as herein provided by a written notice given in the manner aforesaid to the other party hereto. 14. AMENDMENT, WAMR. No modification, termination or amendment of this Guaranty may be made except by written agreement of the parties. No failure by Seller to insist upon the strict performance of any covenant, agreement, of condition of this Guaranty or to exercise any right or remedy shall constitute a waiver of any such breach or any other covenant, agreement, term or condition. No waiver shall affect or alter this Guaranty, and each and every covenant, agreement, term and condition of this Guaranty shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. 15. HEADINGS; ENTIRETY. The article and paragraph headings of this Guaranty are for convenience only and in no way limit or enlarge the scope or meaning of the language hereof. This Guaranty embodies the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof. 16. COSTS AND EXPENSES. In the event of any lawsuit, mediation, arbitration or legal proceeding is brought to enforce any of the terms hereof the prevailing party shall be entitled to recover its costs and expenses incurred in connection with such action or proceeding (including 105s32959.5 0069940-00002 -9- any appeals therefrom) from the non-prevailing party, including reasonable attorneys' and court fees and costs. 17. SEVERABILITY. If any one or more of the provisions of this Guaranty, or the applicability of any such provision to a specific situation, shall be held invalid or unenforceable, such provision shall be modified to the extent necessary to make it or its application valid and enforceable, and the validity and enforceability of all other provisions of this Guaranty and all other applications of any such provision shall not be affected thereby. 18. CONSTRUCTION. Guarantor acknowledges that it and its counsel have reviewed and revised this Guaranty and that the rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Guaranty (including the exhibits) or any amendments thereto, and the same shall be construed neither for nor against Seller or Guarantor, but shall be given a reasonable interpretation in accordance with the plain meaning of its terms and the intent of the parties. 19. GOVERI\ING LAW; JURISDICTION; WAMR OF JURY TRIAL. This Guaranty shall be governed by and construed in accordance with the internal laws of the state of Washington. The venue of any judicial proceedings related to this Guaranty shall be in Kent, Washington, unless otherwise mutually agreed in writing by the parties. Guarantor irrevocably submits to the exclusive jurisdiction of the federal or state courts located in Kent, Washington. GUARANTOR WATVES TO THE FI'LLEST EXTENT PERMITTED BY LAW TRiAL BY ruRY OF ALL DISPUTES ARISTNG OUT OF OR RELATING TO THIS GUARANTY. 20. TIME. "Day" as used herein means a calendar day and "business day" means any day on which national banks in the location where the Properties are located are generally open for business. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included at, unless such last day is a Saturday, Sunday or legal holiday for national banks in the location where the Properties are located, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, or legal holiday. The last day of any period of time described herein shall be deemed to end at 5:30 p.m. (Pacific). Time is of the essence in the perfonnance of this Guaranty. 21. EXECUTION. Without limiting the manner in which execution of this Guaranty may be accomplished, execution may be effected by electronic mail or facsimile transmission of a signature page of this Guaranty executed by Guarantor. If Guarantor effects execution by electronic mail or facsimile transmission of a signature page, Guarantor shall also promptly deliver to Seller an original counteryart signed by Guarantor, but the failure of Guarantor to furnish such original counterpart shall not invalidate the execution of this Guaranty effected by electronic mail or facsimile transmission. [signature on following page] 105532959.5 0069940.00002 -10- By: N Its IN WITNESS WHEREOF, the undersigned has executed this Completion and Performance Guaranty effective as of the Effective Date first hereinabove written. FNW .ra corporatlon Joinder: The undersigned Shareholders, Brett Jacobsen and John W. McKenna, Jr., are executing this Guaranty for purposes of consenting to the provisions of Section 6 of this Guaranty, by which Guarantor may provide Seller with evidence of the Adjusted Net Worth of each Shareholder in order to satisff the Minimum Adjusted Net Worth covenant of Guarantor in Section 6.2 above. Shareholders agrees to furnish such financial schedules and statements to Guarantor as required for Guarantor to provide Seller the supporting such Shareholder's Adjusted Net Worth. Jr other r0s532959.s 0069940-00002 -l 1- EXHIBIT A-I Legal Description of Phase 1 Prope4v LOTS I AND 2 OF CITY OF KENT SHORT PLAT NO. SP-2017.1, RECORDED UNDER RECORDING NO. 20180321900004, IN KING COt]NTY, WASHINGTON. 105532959.5 0069940-m002 -12- EXHIBIT A-2 Legal Description of Phase 2 Property LOTS 3, 4 AND 5 OF CITY OF KENT SHORT PLAT NO. SP.2OI7-1, RECORDED UNDER RECORDING NO. 2OI8O3219OOOO4, IN KING COT]NTY, WASHINGTON. I 0ss32959.5 0069940-00002 -13- .ffip REAI ESTATE EXCISE TAX AFFIDAVIT mstum byqrreceiot CHAmR 82.45 RCW - CtlAPrER 458{tA WAC wtran stampiO Uy casirer. I}IIS AFFTDAYIT WILL IIOT BE IGCEPTCD UNTESII AtI. AREAI' OII ATI PAGE5 ARE FJLLY OOII'IEIEDqily for ral€ ln a slngile loeuon 6.13 0lr o?.furtrnu.ry 1, 2OZO. the sale oaorred PIEASE Typ€ OR pRfMf one bcatm ode. ! oeo<oox n ln Ord(borlf lndhab9t sold.of n€rtb oadr mrne. SEeet addess of ploFerty': thls pmperty ts locabd ln ! OeOr uor r any of fte lftd pilcds 8r€ behg segrwted ftom anolher parcet, are part of . bendary fine a{tjrrfiient or plrcdsb€lrg fileoed. l€gal of space ls rceded, ylu md, atbdt a sepaiah si€et to eadt paEe d0E afidafi) Land use Code(s):Ljd all gersonal property (tsngble and hEngtble) lrduded tn sefllng trlce. enEr any addilifiEl cDdes: Vrant I rn.l (di WA (Seebad(oflrstpageforlrufucthns) yES NO t{as the sdler rec€lvlng a pmperty bx o€mpuon or deferar unoerfl [lda@rs 80.:t5, e{J7, or 84.:18 RCW (nonprofit organlzauon, renbt dttz€n, ordlsaued person, hmeown€r wih llmlbd lrrconre)? d*tleounua ! @ under RCW YES NO ls 619 prop€tty deCanatsd as br€st lrld per ctrapter Sa$ RCU/? [ [} Is hls pr€p€rty dGtfied a nrnent rse (oper spae, farm ard agrlohtral, or lmbcr) hrd per ctader 84.:14 RCW? Is hb plpsty recdvllE spedal valuation as hi*o|lcal Fop€rty per drpEr 84,25 RCYV? lf any atevers ar€ y?s, coflplete ss instructsd belor, lf dalmhg an exeflpthn, llst l{AC nunber ard rcason lbr serptlon: wAc No. (secrofvsubs€cum) qs-su-zts?,l ftul ?L4s.0lb Reason for €,(empthn @VHI{MEiIr TMNSFEB _ Type of thomcnt EAnGAIN AND SAIE DEE0 Dab dDoqnn€r* Apdl - 2020 Gross S€llltE Price f+3t1558.5{ DEEtr (1) r{oncc oF corm{uAncE (FoREsr LAflD on cunREilr ugE).Person l Propeny (dedud) N$, OWNEn(S): To cmthue th€ ojn€nt @gna0on as furest land or dasslflcauon asarr?€nt rE€ (ogen spaoe, farm ad agrkulurc. or Umb€r) e Iou muit slgn olr (3) b€lo$r. The @unty assessor must thefl d€tennlne lf 0E lald UatEftn€d oilllLEs b qualfy afld tyllt lndt8E by Cgntng befow, If ole bd no longa +nllfes or you do rlot vyt$ b Goflumre the designatlon or d€6dlica0on, it will be refio\red and fte @rp€nsaung or rddltldlal H€s w0l b€ due ard psfaue by th€ dler or Eansfemr at fre UnE of sle. (RCW &4,33,140 or RC{tt 8{.3{.108), Prlor b dgniq (3) b&w, you n'iay ontactyur knl ounty asses br mor? ltdbmaton. ffrbldrd I does tr do€snotqdirybrontinEnce, DEruTT ASSESSOR DATE (2) I'lofic€ oF GoitrlrAilcE (HrsroRrc pRopRTy) NEUV OfryilR(S): To contnue spedd l/alua[on 6 hlstorlc proosty, dgn (3] b€lon . tfhe nev, o$tr(s) does not wlstt b cdltlrue, rll 8ddluonal h cakulabd pursant b dapbr 8t.26 RCrrV, $all be dle and payable by he Seler or kand€ror at the dme of sde. (3) r{E$' OWIER(S) SICI{AIITRE tRll{T llAlrlE T CTRIIFY UTIDER PCnlURY Eglilned G?arb" E(smptlon CldlrEd (deduct) fu TEraUe S€lllng Prke Exdse To(: Stab t€ss han $500,fi10.0r .t 1.1% F om 0500,000,01 b fl,flP,@o at1,28% Fom $1,5{t0,0m.01 b f3,$0,000 at 2.75% Abwe 13,000,000 at 3.0qi Agrlcdt r.l rdd lmbedand at 1.28% Totd ExciseTax: SE 3 LEl .Oellrquent hter€.t SbC i . Local rDdhQlglt Rnalty $6ffi1 tstate Tecfinology Fee iAffidavlt ProcesJng Fee t Total llre 310.00 A r{llrrHUM.OF $10.00 rtt DrrE rr{ FEE(S) Ar{D/Of,,rAX rsEf, T{5IRUCnOilS ISTRUEATDOORRFGr of o? GlanE€'B Ar€nt _ t a(m a NanE Name (pilnt) Dah & clty of slgnlng Dste&dtydslgnrng Perturys Peqtwy Fa das C v{hi$ ts grnHlable by lmprlsonrn€nt h he 6bt€ olf€cflond |rEuhitjon for e m|drnum Em of not more tfirn nr,! fine years, lncw or arnount nx€d !y he ourt d not mor€ than t\re thousand dollals ($5,0(x).@), or by boh lmprlsormunt ad Name l{arquee on lleeler LLC, a Y|,a$hoton filniH llabfiV ffimtu Name Clty of K€nL r munidpal corporauon of he Sbb of liya$lngton arca Maglng Addr€ss .100 W Got\E St oty/shte/zp Phon€ No. Mdllng Aftr€ss Co tar$mlt Developmeflt Group 27f f West vall€v lllry N, srb 200 Cty/sbtsfap A6um, WA 9800! Phon€ No. (tndridho aea code) S€nd al prcputy bx aor€gondence Same as Buyer/Grante Narne Mafirg Mdr€ss Phone ilo. (tnddtrg arca ode) &yl9auElp 8IUst rndre!l pe,sond b( box 422fi.909&09 232204€0ll.0l 1526 aaount rurbels - d€d( 23220+90HX) Ust assessed value(s) 0.00 0.00 0.00 REr/ 84 od,la (u/6/19) a frn€ THIS SPACE . TREASURER,S I',SE ONLY CUJNTYTREAST'RR R&uffisraWaltingw S@ REAL ESTATE EXCISE TA)( AFFIDAVIT CHAPTER 82.45 RCW - CHAPTER 458.51A WAC This form ls your receipt when stamped by cashis, THTS AFFIDAVIT WIII IIOT BE ACCEPTED UiIIESS ALt AREAII OlI ALL PAGES ARE FUTLY COI,IPLETED I Oe* oox if ne sah occur€d Only for sales ln a slngle location code on or aft€r tanuary 1, 2020. PLEASE TYPE OR PRINT in more one locatkrn code. Check box if indicate ob sold. list of next to each namc. Sfeet address of property: Thls properv ls located ln Va@nt Land, KenL wA f] Grec* box it any of the listed parceb are being segregated from another parcel, are part of a boundary line adjustment or parcels being merged. Legal descripton of property (if more space ls needed, you may attadr a separab sheet to each page of the amdavit) Select Land Use Code(s): 91 enter any addltional codes: (Seebackofla*pageforinstructlons) YES N0 Was he seller receiving a property bx exemption or deferral unAer[ E chapters 84.36, 84.37, tr 84.38 RCW (nonprofit organization, senior citi2en, or dlsabled person, homeowner with limlted hcome)? Is this property predominantly used for tlmber (as classlfied under ! [] RCW 84.34 and 84,33) or agriolture (as dassified under RCW 84.34.020)? See FrA 321s YES NO Is this property designated as fore6t hnd per chapter 84.33 RCVV? n E Is this property cbssified as curent use (op€n space, farm and agrlcultural, or umber) land per drapter 84.34 RCw? n tr Is thls property recelvlng spechl valuatlon as historlcal property tr tr per drapter 84.25 RCW? If any answers are yes, complete as insbucted bebw, (1) HOTICE OF COITTTNUAilCE (FOREST rAltD OR CURREiTT USE) NEW OWNER(S); To continue $e oJrrent designation as forest land or claisificauon as current use (open space, farm and agriclrfture, or timber) land, you must sign on (3) below.'Ih€ county assessor must then detemine lf the land transfeffed continues to qualiFy and will indicaE by signing below. If the land no longer qualifies or you do not wlsh to contlnue tie designation or classificathn, it wlll be removed and the compensating or additidlal taxes wlll be due and payable by the sell€v or transferor at the time of sale. (RCw 84.33.140 or RCW 84,34.108). Prlor to slgning (3) below, you may contact your lcal county asseffi for more lnformatlon. fhis land I does n does not qualiry for €ontinuance. DEPUTY ASSESSOR OAIE (2) ltoTIcE oF cor.tPtIAilcE (HIsToRtc PRoPERTT) NEW OWNER(s): Io continue special valuation as historic property, sign (3) b€low. If the new owner(s) does not wish to cdrdnue, all addltlonal tax calculated pursuant to chapter 84,26 RCW, shall be due and payabh by the selhr or transferor at the time of sah. Llst all p€rsonal property (tnngible and inbngible) included ln selling price, NONE If claiming an exemptlon. llst WAC number and reason for exemption; WAC No. (Section/Subsection)458.6rA-205(2)/RCW 82.{5.010 Reason for exemption GOVERNMENT TRANSFER Type of Document BARGAIN AND SALE DEED oate of Document ,2020 Gro6s Selllng Prlce $4,353,658.54 *Personal Property (deduct) Exemptlf Oaimed (deduct) Taxable Selling Price 34.353.658,54 Excis€ Tax: State Less than $500,000.0t at 1.10/o $ Frorn $500,000.01 to $1,500,000 atl.28vo $_ Frorn $1,500,000.01 to $3.000,000 at 2.75% $ Above $3,000,000 at 3.0V0 $ Agricultural and Umberland at 1.28% Tobl Excie Tax: State $ tocal $ *Delinquent Interd: Stdte $ Local $ *Delinquent Penalty $ subtotal $ 'State Tedrnoloqy Fee $5.00 *Affidavit Processing Fee Tobl Due $10.00 A i.UNIMUM OF $10.00 DUE II{ FEE(S) AI{D/OR TAX Agent term not mrc ($5,000.00), or by both imprisonment and (3) ilEW OWilER(S) STGilATURE PRINT IIAi,IE I CERTIFY UNDER PEI{ALW OF PER'URY THAT THE FOREGOI116 IS TRUE A'IO GORRBCT Slqnature of Grantor or Grantoy's Agsnt Signature of Grantee or Name (prlnt) . Name (print) Date & clty of slgnlnq Dab & clty ofslgning Perjury: Perjury is a chss C felony whkh ls punlshable by imprisonment in the slae correctional five years, or by a fine in an amount fixed by the court of not more than tive thousand fi ne (Rcw 9A.20.020(1c)). Name Marquee on Meeker LLC, a Washington limlM liabillty comDany cg Jut Name City of Kent, a munlclpal corporauon of $e State of Wastlington Malling Addrss 400 w Gowe St wA 98032 area Clty/Sbte./zip Phone No. Malling Address CIO Landmark Development Group2711 West Phone No. (includhg area code) Valley Hwy N Suiie 200 City/Sbte/zip Auburn, WA 98001 0.00 0.00 Llst assssed value(s) 0.00 Send all property bx correspondence to:El Same as Buyer/Grantee List all real and personal Fop€rty bx parcel LS25 2322M-9011{1 232204-9096-09 Phone No. (including area code) city/statdzp Mailing Address Narne account numbers - dleck box lf personal 2322M.909s.00 REV 84 0001a (12/6/19).IHIS SPACE. TREASURERS USE ONIY COUNTY TREASURER EXIIIBITA IEGAI DEllcRtPIloN: Reat prqety ln the county of Klng, state d washtrgton, descrlbed asfolbtts: tots 3' 4 AilD 5 oF clTY oF KtrT sroRT P|AT llo. sP-20t2-1, REGORDED ultDERREClnD$tc lto. 201&321900004, tN tcMi couNTy, wAslt$iGTON. cERTrFrcATn o$ non-FoRETGN srATUs Section 1,145 of the Intemal Revenue Code provides that a transferee of a U.S. real property interest mrst withhold tax if the tansferor is a foreign person. To inform the tansferee that wittrholding of tax is not required upon the disposition of a U.S. real property interest by the undersigned Seller, the undersigned hereby certifies the following: Seller is not a foreign person, foreign corporation, foreign parhership, foreign tust, op foreign estate (as those items are defined in the lnternal Revenue Code and lncome Tax Regulations); 2. Seller's ldentification Number is: 3. Seller's address is: City of Kent 220 Fourth Avenue South Kent, Washington 98032 The undersigned understands that this certification may be disclosed to the lnternal Revenue Service by tans ree and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury, the undersigned declares that he has examined this certification and to the best of his knowledge and belief it is tnre, correct and complete. DATED as of zln ,2020. SELLER:THE CITY OF KENT, a Washington municipal By: Its:Dana Ralph, Mayor t,7sun.l 105531807. 1 00599'10-00002 REAL ESTATE PROPERTY TAX ACKNOWLEI}GMENT PROPERTY ADDRESS: TA)(ACCOUNT NO.: Vacant Land, Kent WA 232204-909 5-oo ; 232204-9095-09 & 232204-901 1 -01 ESCROW NO.898220 We, the undersigned, hereby acknowledge that we(seller) are exempt from payng propefty taxes on the above captioned property and that the Surface Water Management is paid throughrlrl2o2o The Seller is a political entity exempt from payment of real estate taxes. Upon close of escrow, the local taxing authority will prorate the ta:ces as of the date of transfer, all taxes due and owing after that date wi[ be the buyer'e responsibility, Any amounts owing must be paid in full up to and including the date of transfer. tf applicable, any amount paid in advance will be refunded to the seller after closing by the local taxing authority provided the prorated amount is reasonable and the cost to issue a check for refund of amounts paid in advance does not exceed the prorated amount. Refunds can take up to l8 months for processing. We further acknowledge that we understand First American Title Insurance Company shall not be responsible for payment or refund of any property ta.xes due after closing. Sellen City of Kent, a municipal corporation of the State of Washinliton t z 7;1 DATE Buyer: Marquee on Meeker LLC, a Washington limited liability company By: The Missing Links LlI, a Washington limited liability company its manager Brett Jacobsen, Manager DATE PROPERTY ADDRESS: TAX ACCOUNT NO.: REAL ESTATE PROPERTY TAX ACKNO1VLEDGMENT Vacant Lald, Kent WA 23220 4 -9 09 5 -OO ; 23224 4 -9096 -09 & 232 204-90 1 1 -0 I ESCROW NO.898220 We, the undersigned, hereby acknowledge that we(seller) are exempt from paying on the above captioned property and that the Surface Water Management is rltl2o2o The Seller is a political entity exempt from payment of real estate taxes. property taxes paid through By Upon close of escrow, the local taxing authority will prorate the taxes as of the date of transfer, all taxes due and owing after that date will be the buyer's responsibility. Any amounts owing must be paid in full up to and including the date of transfer. If applicable, any amount paid in advance will be refunded to the seller after closing by the local taxing authority provided the prorated amount is reasonable and the cost to issue a check for refund of amounts paid in advance does not exceed the prorated amount. Refunds can take up to 18 months for processing. We further acknowledge that we understand First American Title Insurance Company shall not be responsible for payment or refund of any property taxes due after closing. Seller: City of Kent, a municipal corporation of the State of Washington DATE Buyer: Marquee on LLC, a Washington limited liability company By:Missing LL€, a liability company DATE v4 SELLER'S CERTIFICATE The undersigned ("Seller") certifies to MARQUEE ON MEEKER LLC, a Washington limited liability company ("Buyer'), that all of the representations and warranties of the undersigned contained in Section 13.A. of the Lease (with Option to Purchase) between the undersigned Seller, as the City, and Buyer, as the Developer, with respect to the real property located in the City of Kent, and legally described in Exhibit A attached hereto are true and correct in all material respects as of the date hereof. SELLER: CITY OF KENT, a Washington municipal corporation Dana Ralph, Mayor Date 2020 Place sien o, KCA* ,WA ! 055323862 0069r'40{n002 EXHIBIT A Legal Description LOTS 3, 4 AND 5 OF THE CITY OF KENT SHORT PLAT NO, SP-2017-1, RECORDED UNDER RECORDING NO. 2OI8O3219OOOO4, IN KINC COI.JNTY, WASHINGTON. I 055323862 00699d0.dn02