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Home My WebLink About08-034 - Lily Pointe Investments - Tukwila 205 Levee Repair Rehabilitation 08- 034(c) Council Approval N/A Recording Requested By and When Recorded Mail To: The City of Tukwila Office of the City Clerk 6200 Southcenter Blvd Tukwila, Washington 98188 EASEMENT Grantor: Lily Pointe Investments, LLC, a Washington Limited Liability Company Grantee(s): The City of Tukwila, a municipal corporation of the State of Washington, and The King County Flood Control Zone District, a quasi municipal corporation of the State of Washington Legal Description (abbreviated): Ptn. NW1 /4, 36 -23 -04 Additional legal description on page 7, hereinafter called Exhibit A. Assessor's Tax Parcel: 362304- 9087 -04 Project: Tukwila -205 Site 3 Levee Repair THIS AGREEMENT made this 3U' day of 2010, by and between Lily Pointe Investments, LLC, a Washington Limited Liability Company, hereinafter called the Grantor, and The City of Tukwila, a municipal corporation of the State of Washington, and The King County Flood Control Zone District, a quasi municipal corporation of the State of Washington, hereinafter collectively called the "Grantees Grantor, for and in consideration of the sum of three hundred forty three thousand dollars ($343,000.00) (plus interest at a rate of 9% per annum from May 19, 2008), the receipt and adequacy of which is hereby acknowledged, hereby grants and conveys to the Grantee(s), their successors and assigns, agents and licensees certain easements as described below (the "Easements for the purposes set forth herein, under, over and upon those limited portions of the Property described in Exhibit A, which Easements are more particularly described in Exhibits B, C, and D attached hereto, and by this reference made a part hereof, situated in King County, Washington: 1. Flood Protection Levee Easement. A perpetual and assignable right and easement in, on, over and across the land described in Exhibit B to construct, maintain, repair, operate, patrol and replace a flood protection levee, including all appurtenances thereto; Page Iof11 67893- 0003/LEGAL19087084 3 9/23/10 reserving, however, to the Grantor, its heirs, successors and assigns, all such rights and privileges as may be used without interfering with or abridging the rights and easement hereby acquired; subject, however, to those defects and/or encumbrances (if any) identified on Exhibit E. On the flood protection levee in this easement, Grantor shall not install, construct, alter, or remove any structures or improvements, or plant, trim, or remove any vegetation, without prior approval of Grantee(s). 2. Perpetual Road Easement. A perpetual and assignable easement and right -of -way in, on, over, and across the land described in Exhibit C for the location, construction, operation, maintenance, alteration and replacement of a levee access road and appurtenances thereto; together with the right to trim, cut, fell, and remove therefrom all trees, underbrush, obstructions and other vegetation, structures, or obstacles within the limits of the levee access road right -of -way; reserving however, to the Grantor, its heirs, successors and assigns, the rights to cross over or under the easement and right -of -way for access to their adjoining land; subject however, to existing easements for public roads and highways, public utilities, railroads, pipelines, and those defects and/or encumbrances (if any) identified on Exhibit E. A map showing the location of said easement areas (the "Easement Areas is attached as Exhibit D. Except on the flood protection levee itself, Grantor shall have the right to place locked bollards across access to the Flood Protection Levee Easement and Road Access Easement (collectively the "Easements so long as the Grantee(s) are provided a key or combination to access the Easements. Grantee(s) shall give reasonable notice to the Grantor prior to any use of the Easement Areas for the use, operation or hauling of heavy equipment, including, but not limited to, dump trucks, excavators and bulldozers. Nothing in this grant shall be deemed to be a grant of access to the general public or for recreational uses. The scope of this grant is expressly limited to the Grantee(s), their employees and contractors, for the limited purposes described in this Agreement. If in the use of the Easements granted above, the Grantee(s) shall damage other property of the Grantor or shall cause damage to the Easement Areas as a result of activity that is not permitted by this Agreement, each Grantee shall repair, replace and restore, at the Grantee's sole expense, said damage. Each Grantee shall maintain and keep in full force and effect a policy of general liability insurance in an amount not less than One Million Dollars per occurrence, and provide Grantor with a certificate of insurance or self insurance and will name Grantor, its successors and assigns as Additional Insureds in the event one or both of the Grantee(s) should choose not to self insure. Each Grantee may self insure its obligations hereunder. Other than in the event of Grantor's gross negligence, each Grantee shall indemnify and hold Grantor, its successors and assigns harmless from all claims, damages or causes of Page 2of11 67893- 0003/LEGAL19087084 3 9/23/10 action, including attorneys' fees and court costs, arising from that Grantee's use of the Easements. The rights, conditions, covenants and provisions contained in this Agreement shall inure to the benefit of and be binding on the parties hereto and their respective heirs, administrators, executors, successors and assigns and shall run with the land. WITNESSETH, the said Grantor has hereunto signed their names the day and year first above written. GRANTOR: Lily Pointe Investments, LLC, a Washington Limited Liability Company BY Name: Title: GRANTEE: The City of Tukwila, a municipal corporation of the State of Washington. BY 4, Name: i1 te r Title: ✓iCatn Irl." U` GRANTEE: King County Flood Control Zone District, a quasi municipal corporation n BY: 3—�t l✓��. Acting pursuant to Resolution No. FCZD2008 -01.2 of said Grantee Name: 3 Q✓' ✓ri`'5 Title: Veve 'vi p «4' Page 3of11 67893- 0003/LEGAL19087084 3 9/23/10 STATE OF WASHINGTON ss. COUNTY OF KING On this day of 2010, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the person who signed as of Lily Pointe Investments, LLC, a 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 Limited Liability Company for the uses and purposes therein mentioned, and on oath stated that he /she was duly elected, qualified and acting as said officer of the Limited Liability Company, and that he /she was authorized to execute said instrument on behalf of said Limited Liability Company. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. Print Name: Notary Public in and for the State of Washington, residing at My commission expires: Page 4of11 67893- 0003 /LEGAL19087084 3 9/23/10 STATE OF WASHINGTON ss. COUNTY OF KING On this 30 day of Selgt 2010, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared 3 '-1 &G -r-PTO tU to me known to be the person who signed as Net V072- of the City of Tukwila, a municipal corporation of the State of Washington, 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 was duly elected, qualified and acting as said officer of the corporation, that OS 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 official seal the day and year first above written. jtEI.I SS 1 f 1h 4 Print Name: M2lr�S �a� Notary Public in and for the State of _4 Nor F t,,Y Washington, residing at Tu (14 ;Ic&. p� -1 My commission expires: q 12 j m' eLIC o r "NI Page 5of11 67893 0003 /LEGAL19087084 3 9/23/10 STATE OF WASHINGTON ss. COUNTY OF KING I certify that I know or have satisfactory evidence that 12 t, 5 Vv,, i is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument and acknowledged it as the Di-To' 7 &w- i').1.- v,;%2ro rip= wrvivcr /2= G.„° 5 f k„} f4, of King County, acting on behalf of the King County Flood Control Zone District pursuant to Resolution FCZD2008 -01.2 of said District to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: 3 //D z Ll 0111111 11 il 5 �6� 10 8 Er P� l�,9 �v� 4 i I4...- 7f ,s U1 9 Printed name s NO s Notary Public in and for the �R4�6 „*.:4•S` State of Washington i0 ®�1�� Residing at /24:;, My appointment expires/13 xpires t Page 6of11 67893- 0003/LEGAL19087084 3 9/23/10 EXHIBIT A UNDERLYING PROPERTY PARCEL(S) LEGAL DESCRIPTION That portion of Section 36, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at the northwest corner of said Section 36; Thence south 01 °19'01" west along the west line of said Section 36, a distance of 1,355.89 feet; Thence easterly along a curve to the left, the center of which bears north 02 °45'45" east, having a radius of 336.00 feet, an arc distance of 9.00 feet, through a central angle of 01 °32'04" to the south line of the north 36 feet of Government Lot 4 in said Section 36; Thence south 88 °46'19" east along said south line a distance of 372.81 feet; Thence south 01 °13'41" west a distance of 305.00 feet; Thence north 88 °46'19 west a distance of 50.00 feet to the TRUE POINT OF BEGINNING; Thence south 88 °46'41" east along a line 100 feet south of and parallel to the south line of that parcel of land leased to Sperry Rand Corporation as surveyed and monumented on the ground in 1968, and recorded under King County Recording Number 6356645, a distance of 420.58 feet, more or less, to the top of the left bank of the Green River; Thence along said top of the left bank of the Green River the following courses and distances: south 07 °00' east a distance of 115 feet; south 01°06' west a distance of 104 feet; south 09°12' west a distance of 106 feet; south 26 °49' west a distance of 102 feet; south 47 °21' west a distance of 103 feet; south 60°15' west a distance of 40 feet; south 74 °35' west a distance of 60 feet; Thence west a distance of 106 feet; north 67 °30' west a distance of 107 feet; north 26° 19' west a distance of 104 feet; north 20 °22' west a distance of 103 feet; north 21°54' west a distance of 105 feet; north 32 °38' west a distance of 116 feet; north 44 °04' west a distance of 34 feet, more or less, to a point from which the TRUE POINT OF BEGINNING bears north 69 °38'41" east; Thence leaving said top of left bank north 69 °38'41" east a distance of 225 feet more or less, to the TRUE POINT OF BEGINNING. Page 7 of 11 67893- 0003/LEGAL19087084 3 9/23/10 EXHIBIT B FLOOD PROTECTION LEVEE EASEMENT LEGAL DESCRIPTION That portion of Section 36, Township 23 North, Range 4 East, W.M., in King County, Washington, lying landward of the ordinary high water mark of the left bank of the Green River and riverward of a line described as follows: Beginning at the northwest corner of said Section 36; Thence south 01 °19'01" west along the west line of said Section 36, a distance of 1,355.89 feet; Thence easterly along a curve to the left, the center of which bears north 02 °45'45" east, having a radius of 336.00 feet, an arc distance of 9.00 feet, through a central angle of O1 °32'04" to the south line of the north 36 feet of Government Lot 4 in said Section 36; Thence south 88 °46'19" east along said south line a distance of 372.81 feet; Thence south 01 °13'41" west a distance of 305.00 feet; Thence north 88 °46'19 west a distance of 50.00 feet to the hennafter referred to as point "A Thence south 88 °46'41" east along a line 100 feet south of and parallel to the south line of that parcel of land leased to Sperry Rand Corporation as surveyed and monumented on the ground in 1968, and recorded under King County Recording Number 6356645, a distance of 369.60 feet to the TRUE POINT OF BEGINNING OF SAID DESCRIBED LINE, thence the following courses and distances: south 01 °52'11" east a distance of 35.17 feet; south 01 °51'04" east a distance of 122.78 feet; south 01 °44'32" west a distance of 104.47 feet; south 12 °11'25" west a distance of 36.04 feet; south 20 °48'04" west a distance of 51.57 feet; south 33 °48'38" west a distance of 62.76 feet; south 53 °39'34" west a distance of 37.11 feet; south 63 °03'02" west a distance of 79.27 feet; south 80 °57'48" west a distance of 35.11 feet; south 67 °52'45" west a distance of 61.80 feet; north 83 °48'22" west a distance of 111.43 feet more or less, to the terminus of said line herein described, at a point which is located south 70 °57'20" west 216.98 feet, and south 27 °23'15" east 461.50 feet from point "A" referenced herein. Page 8of11 67893- 0003 /LEGAL19087084 3 9/23/10 EXHIBIT C PERMANENT ACCESS ROAD EASEMENT LEGAL DESCRIPTION That portion of Section 36, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Levee Access: Beginning at the northwest corner of said Section 36; Thence south 01 °19'01" west along the west line of said Section 36, a distance of 1,355.89 feet; Thence easterly along a curve to the left, the center of which bears north 02 °45'45" east having a radius of 336.00 feet, an arc distance of 9.00 feet, through a central angle of O1 °32'04" to the south line of the north 36 feet of Government Lot 4 of said Section 36; Thence south 88 °46'19" east along said south line a distance of 274.87 feet; Thence along a curve to the right, the center of which bears south 01°13'41" west having a radius of 50.00 feet, an arc distance of 78.54 feet, through a central angle of 90 °00'00 Thence south 01°13'41" west a distance of 255.00 feet to the TRUE POINT OF BEGINNING; thence south 88 °46'19" east a distance of 48.00 feet; thence south 01°13'41" west a distance of 33.27 feet; thence along a line hereinafter referred to as line "X south 69 °38'41" west a distance of 259.75 feet more or less to the westerly boundary of property described in Exhibit "A" herein; thence northerly and along said westerly boundary to a point on a line distant 30 feet northwesterly of said line "X" measured perpendicularly thereto; thence north 69°38'41" east to a point which bears south 01°13'41" west from the TRUE POINT OF BEGINNING; thence north 01°13'41" east 20.00 feet more or less, to the TRUE POINT OF BEGINNING. Page 9of11 67893- 0003 /LEGAL19087084 3 9/23/10 EXHIBIT E DEFECTS AND ENCUMBRANCES IN EASEMENT AREAS Those special exceptions listed on Pacific Northwest Title Company Commitment Report #661078 dated October 8, 2007, as supplemented by Supplemental Report #1 dated July 9, 2008, Supplemental Report #2 dated September 2, 2010, Supplemental Report #3 dated September 3, 2010 and Supplemental Report #4 dated September 22, 2010 (which Title Commitment and Supplements are incorporated into this Agreement by this reference), numbered 1, 2, 3, 4, 5, 6, 9, 10, 15 and general taxes and assessments that are not yet due and payable. Page 11 of 11 67893- 0003/LEGAL19087084 3 9/23/10 After Recording Return to: City of Tukwila Office of City Clerk 6200 Southcenter Blvd. Tukwila, WA 98188 Grantor: Lily Pointe Investments, LLC, a Washington limited liability company Grantee: The City of Tukwila, a Washington municipal corporation Legal Description (abbreviated): Ptn. NW1 /4, 36 -23 -04 Full legal on p. 4 Assessor's Tax Parcel Number: 362304 9087 -04 Reference Number of Documents Assigned, Released or Amended: 20081103000918 THIS AMENDMENT TO POSSESSION AND USE AGREEMENT REVISED (this "Amendment is made this q n day of de,r t ,V 2010 by and between the City of Tukwila, a Washington municipal corporation (the "City and Lily Pointe Investments, LLC, a Washington limited liability company "Lily Pointe The City and Lily Pointe are parties to that certain Possession and Use Agreement Revised dated October 14, 2008 and filed under King County Recording No. 20081103000918 (the "PUAR The PUAR concerns the underlying property described on EXHIBIT A attached hereto and incorporated herein. Section 4 of the PUAR requires the City to pay to Lily Pointe the amount determined as the fmal valuation of the Easement Area "Final Value plus twelve percent (12 interest per annum as accrued from May 19, 2008 through the date of final payment "Original Rate Due to the recent financial downturn, the City seeks and Lily Pointe has agreed to grant a reduction of the Original Rate on the terms and conditions set forth herein. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the City and Lily Pointe hereby amend the PUAR as follows: 1. Reduction of Interest Rate. The parties agree to reduce the Original Rate to nine percent (9 interest per annum "Reduced Rate Therefore, the second sentence of Section 4 of the PUAR is hereby revised to read as follows: "The City agrees that upon final 67893 -0003 /LEGAL 19014185 1 08- 03 Amendment to Possession and Use Agreement Revised valuation of the Easement Area, whether by mutual agreement or by trial, the City shall pay to Owner the amount determined plus nine percent (9 interest per annum as accrued from the Date of Possession through the date of final payment" 2. Condition of Reduced Rate. The Reduced Rate is conditioned upon Lily Pointe receiving payment in full of the Final Value, plus all interest that has accrued thereon, no later than October 15, 2010. If full and fmal payment is not received by such date, then the Reduced Rate shall become void and the Original Rate shall be automatically reinstated. 3. Ratification; Interpretation. Except as expressly amended herein, the PUAR remains in full force and effect unamended, and all of the terms and provisions of the PUAR are ratified and confirmed. 4. Execution of Amendment. This Amendment may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. "CITY" The City of Tukwila, a Washington municipal corporation By: scIL.1 By: Na T 67893 -0003 /LEGAL 19014185.1 -2- "LILY POINTE" Lily Pointe Investments, LLC, a Washi n limited liability company Name: Carol -Ann O'Mack Title: Manager STATE OF WASHINGTON COUNTY OF _K/ 13 6 11 On this day of kw1. 2e 1� 2010, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared S 4a d-c y) to me known to be the person who signed as of the City of Tukwila, a Washington municipal corporation, the corporatiOn that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary i t and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that was duly elected, qualified and acting as said officer of the corporation, that 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 official seal the day and year first above wri "a \Mi KIELi%S%11 i ii `pNlkl /y ��y i t N oA i In, m G •c TnN STATE OF WASHINGTON COUNTY OF K11 \16, Notary Public State of Washington VIJAYA SANKAR SANNALA Commission &pima 03.09.2011 67893- 0003/LEGAL 19014185 1 ss. ss. Print Name: ,/U2 S G 1P f Notary Public in and for the State of Washington, residing at C-170-- My commission expires: I/ /OP 9. On this U* day of S E P i c M A E R. 2010, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared CAROL -ANN O'MACK, to me known to be the person who signed as Manager of Lily Pointe Investments, LLC, the 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 limited liability company for the uses and purposes therein mentioned, and on oath stated that she was duly elected, qualified and acting as said officer of the limited liability company, and that she was authorized to execute said instrument on behalf of said limited liability company. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. -3- Print Name: k 1 A-i H- Notary Publ in and for the State of Washington, residing at x.17 Imo[) N fl My commission expires: ZY�� -CA -2-0 l 67893- 0003/LEGAL 19014185 1 EXHIBIT A UNDERLYING PROPERTY LEGAL DESCRIPTION That portion of Section 36, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at the northwest corner of said Section 36; Thence south 01 °19'01" west along the west line of said Section 36, a distance of 1,355.89 feet; Thence easterly along a curve to the left, the center of which bears north 02 °45'45" east, having a radius of 336.00 feet, an arc distance of 9.00 feet, through a central angle of 01 °3T04" to the south line of the north 36 feet of Government Lot 4 in said Section 36; Thence south 88°46'19" east along said south line a distance of 372.81 feet; Thence south 01°13'41" west a distance of 305.00 feet; Thence north 88°46'19 west a distance of 50.00 feet to the 'TRUE POINT OF BEGINNING; Thence south 88 °46'41" east along a line 100 feet south of and parallel to the south line of that parcel of land leased to Sperry Rand Corporation as surveyed and monumented on the ground in 1968, and recorded under King County Recording Number 6356645, a distance of 420.58 feet, more or less, to the top of the left bank of the Green River; Thence along said top of the left bank of the Green River the following courses and distances: south 07 °00' east a distance of 115 feet; south 01°06' west a distance of 104 feet; south 09°12' west a distance of 106 feet; south 26 °49' west a distance of 102 feet; south 47 °21' west a distance of 103 feet; south 60 °15' west a distance of 40 feet; south 74 °35' west a distance of 60 feet; Thence west a distance of 106 feet; north 67 °30' west a distance of 107 feet; north 26 °19' west a distance of 104 feet; north 20 °22' west a distance of 103 feet; north 21°54' west a distance of 105 feet; north 32 °38' west a distance of 116 feet; north 44 °04' west a distance of 34 feet, more or less, to a point from which the TRUE POINT OF BEGINNING bears north 69 °38'41" east; Thence leaving said top of left bank north 69 °38'41" east a distance of 225 feet more or less, to the TRUE POINT OF BEGINNING. -4- 20081103000918 CITY OF TUKWIL AG 54.00 PAGE001 OF 013 11/03/2008 12:12 KING COUNTY, WA DOCUMENT RECORDING COVER SHEET Return Address: CITY OF TUKWILA Office of the City Clerk 6200 Southcenter Blvd. Tukwila, WA 98188 (206) 433 -1800 Document Title: Possession and Use Aqreement Revised Parties: City of Tukwila, WA 6200 Southcenter Boulevard Tukwila, WA 98188 Lily Pointe Investments, LLC C/O Carol -Ann O'Mack 4128 W Ames Lake Dr NE Redmond WA 98503 Legal Description: NW1 /4, 36 -23 -04 Assessor's Property Tax Parcel /Account Number(s): 362304- 9087 -04 Notes: This document supersedes the previously recorded Possession and Use Document recorded under King County records number 20080604000331. PL 84 -99 Tukwila 205 Levee Rehabilitation PROJECT POSSESSION AND USE AGREEMENT REVISED 08 (c6 Tax Accounts 362304 9087 -04 TRACT OR OTHER PROPERTY IDENTIFICATION This Agreement is entered into by and between The City of Tukwila, a municipal corporation of the State of Washington (the "City and Lily Pointe Investments, LLC, a Washington Limited Liability Company (the "Owner This document supersedes the previously recorded Possession and Use Document recorded under King County records number 20080604000331. RECITALS A. The document attached as Attachment 1 to this Possession and Use Agreement contains certain easements rights (the "Easements that are necessary for repairs and improvements to the Tukwila 205 Federally Certified Levee under the guidelines for the U.S. Army Corps of Engineers PL 84 -99 Levee Rehabilitation Effort along the Left Bank of the Green River (The "Project Delay in acquisition and construction of the Project is contrary to the public interest. B. Owner is the owner of that certain real property (the "Property") commonly known as 6801 S. 180th Street, Tukwila, Washington, and more particularly described on Attachment 2. C. Owner and City acknowledge that this Agreement is being entered into under threat of condemnation and shall be subject to just compensation by the City (in an amount that will be determined upon a mutually acceptable settlement or trial) in order to compensate Owner for the Easements. Nothing herein shall be construed as a waiver of the Owner's right to object to any further use or occupancy of any other portion of the property that the City may require in the future D. The Owner wishes additional time to resolve any questions it may have concerning the Easements, including the issue of just compensation. AGREEMENT 1. For and in consideration of payment by the City to the Owner for the Easements, m an amount to be negotiated by the parties or determined at trial, the Owner grants to City possession and use of those portions of the Property subject to the Easements (the "Easement Area for Project purposes. 2. The parties agree that the Easement Area is necessary for a public use of the City. If the parties cannot agree as to the amount of just compensation due the Owner and the City institutes condemnation proceedings, the Owner will not object to the City's entry of an Order Adjudicating Public Use and Necessity, as provided in RCW 8.12.090. 3. The parties agree that if condemnation proceedings are instituted by the City, this Agreement shall be deemed to satisfy the requirements of a stipulated Order of Immediate Use and Possession. This Agreement shall continue in effect until said proceedings have terminated and the Easement Area is finally acquired by the City. 4. The parties agree that the "Date of Possession" and the "Date of Valuation" for the Easement Area shall be May 19, 2008. The City agrees that upon final valuation of Easement Area, whether by mutual agreement or by trial, the City shall pay to Owner the amount determined plus twelve percent (12 interest per annum as accrued from the Date of Possession through the date of final payment. The parties agree to use commercially reasonable efforts to negotiate a mutually acceptable settlement on valuation of the Easement Area as soon as possible after the Date of Possession; however, should the parties fail to reach a mutually acceptable settlement within six (6) months of the Date of Possession, the parties shall proceed to trial. Page 1 of 13 0 5. Nothing in this Agreement shall be deemed to waive any right either party may have to a subsequent adjudication of just compensation pursuant to state law. Neither this Agreement nor the basis for the payment made pursuant to this Agreement shall be construed as evidence of or an admission of fair market value or just compensation by either party to the Agreement. 6. If condemnation proceedings are instituted, any payment of costs and attorneys fees shall be governed by the provisions of RCW 8.25.070 and 8.25.075. 7. If in the use of the Easement Area the City, the King County Flood Control Zone District (the "County") or the Army Corps of Engineers (the "Corps or any of their employees or agents damage any portion of the Property (including, but not limited to, the Easement Area), the City shall be solely responsible for ensuring that the Property is repaired, replaced and restored. Additionally, other than in the event of Owner's gross negligence, the City shall indemnify, defend and hold Owner, its successors and assigns harmless from and against all claims, damages (to property, improvements or otherwise), injury to persons, expense, loss, liability, causes of action or suit of any kind, including attorneys' fees and court costs, arising from or related to the rights granted to the City herein or the possession and use of the Easement Area by the County or the Corps. The obligations contained in this Section 7 shall survive the granting of the Easements, whether the Easements are granted by Attachment 1 or by condemnation action. 8. This Agreement, including its attachments, is the complete expression of the terms hereto and any other representations, whether oral or in writing not incorporated in this Agreement are excluded. Time is of the essence of the performance of the provisions of this Agreement. Waiver of any default shall not be deemed to be a waiver of any other or subsequent default. Dated: /C t/ /O i OWNER: Lily o ite Inves ents, Washingt on ited Liability Company BY 1 Cam Name: c::OL— ,4-ec.1, C'//Lt file i14 -Attl d4&- Q CITY: Title: The City of Tukwila, a municipal corporation of the State of Washington. BY f:21.) �►'ame Tit Page 2 of 12 STATE OF WASHINGTON COUNTY OF KING On this ay of C 2008, before me, the undersigned, a Notary Public in and for the State of Washington, commissioned and sworn, personally appeared ck c_9 0 ./t0_&) to me known to be the person who signed as ►r(\ Cti v1 a of the City of Tukwila, a municipal corporation of the State of Washington, that ex ce uted the within and foregoing instrument, and acknowledged said instrument to be the free and volun act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that R was duly elected, qualified and acting as said officer of the corporation, that Q-- 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 official seal the day and year first above written. I -`a IN( M. it Print Name: C�i�f ■,s� ft'1 0 141 r y 4 Notary Public i d for tlye State of Washington, s o resi at ul rr\nI G11i.t� My commission expires: 5 "1 -I n1 d8 12 i G O wap 441 WAS1 ti STATE OF WASHINGTON On this IN day of COUNTY OF KING V U ss. ss 2008, before me, the undersigned, a Notary Public in and for thc tate of Washington, duly commissioned and sworn, personally appeared A'1'lI1 Q Mates_ to me known to be the person who signed as of Lily Pointe Investments LLC, a 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 Limited Liability Company for the uses and purposes therein mentioned, and on oath stated that he /she was duly elected, qualified and acting as said officer of the Limited Liability Company, and that he /she was authorized to execute said instrument on behalf of the Limited Liability Company. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above writt en. Print Name: L ri Jg thazina t� Notary Public and for tie State of Washington, residing at (ILV (1Q. 7 1 My commission expires: aco 9 Page 3 of 12 Recording Requested By And Exhibit A -3 When Recorded Mail To: Reference City Ordinance No. 2200 The City of Tukwila Department of Public Works 6300 Southcenter Blvd, Suite 100 Tukwila, Washington 98188 Attn: Ryan Larson ATTACHMENT 1 EASEMENT Grantor: Lily Pointe Investments, LLC, a Washington Limited Liability Company Grantee(s): The City of Tukwila, a municipal corporation of the State of Washington, and The King County Flood Control Zone District, a quasi municipal corporation of the State of Washington Legal Description (abbreviated): Ptn. NW1 /4, 36 -23 -04 Additional legal description on page 8, hereinafter called Exhibit A. Assessor's Tax Parcel: 362304- 9087 -04 Project: Tukwila -205 Levee THIS AGREEMENT made this day of 2008, by and between Lily Pointe Investments, LLC, a Washington Limited Liability Company, hereinafter called the Grantor, and The City of Tukwila, a municipal corporation of the State of Washington, and The King County Flood Control Zone District, a quasi municipal corporation of the State of Washington, hereinafter collectively called the "Grantees Grantor, in consideration of mutual benefits and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, hereby grants and conveys to the Grantee(s), their successors and assigns, agents and licensees certain easements as described below (the "Easements for the purposes set forth herein, under, over and upon those limited portions of the Property described in Exhibit A which are more particularly described in Exhibits B, C, and D attached hereto, and by this reference made a part hereof, situated in King County, Washington: 1. Flood Protection Levee Easement. A perpetual and assignable right and easement in, on, over and across the land described in Exhibit B to construct, maintain, repair, operate, patrol and replace a flood protection levee, including all appurtenances thereto; reserving, however, to the owners, their heirs and assigns, all such rights and privileges as may be used without interfering with or abridging the rights and easement hereby acquired. 2. Perpetual Road Easement. A perpetual and assignable easement and right -of -way in, on, over, and across the land described in Exhibit C for the location, construction, operation, maintenance, alteration and replacement of a levee access road and appurtenances thereto; together with the right to trim, cut, fell, and remove therefrom all trees, underbrush, obstructions and other vegetation, structures, or obstacles within the limits of the levee access road right -of -way; reserving however, to the owners, their heirs and assigns, the rights to cross over or under the easement and right -of -way for access to their adjoining land; subject however, to existing easements for public roads and highways, public utilities, railroads, and pipelines. A map showing the location of said easement areas (the "Easement Areas is attached as Exhibit D. Grantor shall have the right to place locked bollards across the Flood Protection Levee Easement Page 4 of 12 and Road Access Easement (collectively the "Easements so long as the Grantee(s) are provided a key or combination to access the Easements. Grantee(s) shall give notice to the Grantor prior to any use of the Easement Areas for the use, operation or hauling of heavy equipment, including, but not limited to, dump trucks, excavators and bulldozers. Nothing in this grant shall be deemed to be a grant of access to the general public or for recreational uses. The scope of this grant is expressly limited to the Grantee(s), their employees and contractors, for the limited purposes described in this Agreement. If in the use of the easements granted above, the Grantee shall damage other property of the Grantor or shall cause damage to the easement area as a result of activity that is not permitted by the easement, each Grantee shall repair, replace and restore, at the Grantee's sole expense, said damage. Each Grantee shall maintain and keep in full force and effect a policy of general liability insurance in an amount not less than One Million Dollars per occurrence, and provide Grantor with a certificate of insurance or self insurance and will name Grantor, its successors and assigns as Additional Insureds in the event one or both of the Grantee(s) should choose not to self insure. Each Grantee may self insure its obligations hereunder. Other than in the event of Grantor's gross negligence, each Grantee shall indemnify and hold Grantor, its successors and assigns harmless from all claims, damages or causes of action, including attorneys' fees and court costs, arising from that Grantee's use of the Easements. The rights, conditions, covenants and provisions contained in this Easement shall inure to the benefit of and be binding on the parties hereto and their respective heirs, administrators, executors, successors and assigns and shall run with the land. Page 5 of 12 WITNESSETH, the said Grantor has hereunto signed their names the day and year first above written. GRANTOR: Lily Pointe Investments, LLC, a Washington Limited Liability Company BY Name: Title: GRANTEE: The City of Tukwila, a municipal corporation of the State of Washington. BY Name: Title: GRANTEE: King County Flood Control Zone District, a quasi municipal corporation BY: Acting pursuant to Resolution No. FCZD2008 -01.2 of said Grantee Name: Title: STATE OF WASHINGTON ss. COUNTY OF KING On this day of 2008, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the person who signed as of Lily Pointe Investments, LLC, a 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 Limited Liability Company for the uses and purposes therein mentioned, and on oath stated that he /she was duly elected, qualified and acting as said officer of the Limited Liability Company, and that he /she was authorized to execute said instrument on behalf of said Limited Liability Company. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. Print Name: Notary Public in and for the State of Washington, residing at My commission expires: Page 6 of 12 STATE OF WASHINGTON COUNTY OF KING ss. On this day of 2008, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the person who signed as of the City of Tukwila, a municipal corporation of the State of Washington, 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 was duly elected, qualified and acting as said officer of the corporation, that 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 official seal the day and year first above written. STATE OF WASHINGTON )SS. COUNTY OF KING Dated: Print Name: Notary Public in and for the State of Washington, residing at My commission expires: I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument and acknowledged it as the of King County, acting on behalf of the King County Flood Control Zone District pursuant to Resolution FCZD2008 -01.2 of said District to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Printed name Notary Public in and for the State of Washington Residing at My appointment expires Page 7 of 12 EXHIBIT A UNDERLYING PROPERTY PARCEL(S) LEGAL DESCRIPTION That portion of Section 36, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at the northwest corner of said Section 36; Thence south 01 °19'01" west along the west line of said Section 36, a distance of 1,355.89 feet; Thence easterly along a curve to the left, the center of which bears north 02 °45'45" east, having a radius of 336.00 feet, an arc distance of 9.00 feet, through a central angle of 01 °32'04" to the south line of the north 36 feet of Government Lot 4 in said Section 36; Thence south 88 °46'19" east along said south line a distance of 372.81 feet; Thence south 01 °13'4F' west a distance of 305.00 feet; Thence north 88 °46'19 west a distance of 50.00 feet to the TRUE POINT OF BEGINNING; Thence south 88 °46'41" east along a line 100 feet south of and parallel to the south line of that parcel of land leased to Sperry Rand Corporation as surveyed and monumented on the ground in 1968, and recorded under King County Recording Number 6356645, a distance of 420.58 feet, more or less, to the top of the left bank of the Green River; Thence along said top of the left bank of the Green River the following courses and distances: south 07 °00' east a distance of 115 feet; south 01°06' west a distance of 104 feet; south 09 °12' west a distance of 106 feet; south 26 °49' west a distance of 102 feet; south 47 °21' west a distance of 103 feet; south 60 °15' west a distance of 40 feet; south 74 °35' west a distance of 60 feet; Thence west a distance of 106 feet; north 67 °30' west a distance of 107 feet; north 26 °19' west a distance of 104 feet; north 20°2T west a distance of 103 feet; north 21°54' west a distance of 105 feet; north 32 °38' west a distance of 116 feet; north 44 °04' west a distance of 34 feet, more or less, to a point from which the TRUE POINT OF BEGINNING bears north 69 °38'41" east; Thence leaving said top of left bank north 69 °38'41" east a distance of 225 feet, more or less, to the TRUE POINT OF BEGINNING. Page 8 of 12 EXHIBIT B FLOOD PROTECTION LEVEE EASEMENT LEGAL DESCRIPTION That portion of Section 36, Township 23 North, Range 4 East, W.M., in King County, Washington, lying landward of the ordinary high water mark of the left bank of the Green River and riverward of a line described as follows: Beginning at the northwest corner of said Section 36; Thence south O1 °19'01" west along the west line of said Section 36, a distance of 1,355.89 feet; Thence easterly along a curve to the left, the center of which bears north 02 °45'45" east, having a radius of 336.00 feet, an arc distance of 9.00 feet, through a central angle of 01 °32'04" to the south line of the north 36 feet of Government Lot 4 in said Section 36; Thence south 88 °46'19" east along said south line a distance of 372.81 feet; Thence south 01°13'41" west a distance of 305.00 feet; Thence north 88 °46'19 west a distance of 50.00 feet to the herinafter referred to as point Thence south 88 °46'41" east along a line 100 feet south of and parallel to the south line of that parcel of land leased to Sperry Rand Corporation as surveyed and monumented on the ground in 1968, and recorded under King County Recording Number 6356645, a distance of 369.60 feet to the TRUE POINT OF BEGINNING OF SAID DESCRIBED LINE, thence the following courses and distances: south 01 °52'11" east a distance of 35.17 feet; south 01 °51'04" east a distance of 122.78 feet; south 01 °44'32" west a distance of 104.47 feet; south 12°11'25" west a distance of 36.04 feet; south 20 °48'04" west a distance of 51.57 feet; south 33 °48'38" west a distance of 62.76 feet; south 53 °39'34" west a distance of 37.11 feet; south 63 °03'02" west a distance of 79.27 feet; south 80 °57'48" west a distance of 35.11 feet; south 67°5T45" west a distance of 61.80 feet; north 83 °48'22" west a distance of 111.43 feet more or less, to the terminus of said line herein described, at a point which is located south 70 °57'20" west 216.98 feet, and south 27 °23'15" east 461.50 feet from point "A" referenced herein. Page 9 of 12 Levee Access: EXHIBIT C PERMANENT ACCESS ROAD EASEMENT LEGAL DESCRIPTION That portion of Section 36, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at the northwest corner of said Section 36; Thence south 01 °19'01" west along the west line of said Section 36, a distance of 1,355.89 feet; Thence easterly along a curve to the left, the center of which bears north 02 °45'45" east having a radius of 336.00 feet, an arc distance of 9.00 feet, through a central angle of O1 °32'04" to the south line of the north 36 feet of Government Lot 4 of said Section 36; Thence south 88 °46'19" east along said south line a distance of 274.87 feet; Thence along a curve to the right, the center of which bears south 01°13'41" west having a radius of 50.00 feet, an arc distance of 78.54 feet, through a central angle of 90 °00'00 Thence south 01°13'41" west a distance of 255.00 feet to the TRUE POINT OF BEGINNING; thence south 88 °46'19" east a distance of 48.00 feet; thence south 01 °13'41" west a distance of 33.27 feet; thence along a line hereinafter referred to as line "X south 69 °38'41" west a distance of 259.75 feet more or less to the westerly boundary of property described in Exhibit "A" herein; thence northerly and along said westerly boundary to a point on a line distant 30 feet northwesterly of said line "X" measured perpendicularly thereto; thence north 69 °38'41" east to a point which bears south 01°13'41" west from the TRUE POINT OF BEGINNING; thence north 01°13'41" east 20.00 feet more or less, to the TRUE POINT OF BEGINNING. Page 10 of 12 Tukwila 205: Site 3 Easements Temporary Staging and Work Area Easement Permanent Levee Easement Permanent Access Easement Parcel Boundaries N 76 0 76 160 Feet MAP OF PROPERTY AND EASEMENTS 3623049095 3623049094 EXHIBIT D J Page 11 of 12 3623049079 3623049017 3823049087 ATTACHMENT 2 UNDERLYING PROPERTY PARCEL(S) LEGAL DESCRIPTION That portion of Section 36, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at the northwest corner of said Section 36; Thence south 01 °19'01" west along the west line of said Section 36, a distance of 1,355.89 feet; Thence easterly along a curve to the left, the center of which bears north 02 °45'45" east, having a radius of 336.00 feet, an arc distance of 9.00 feet, through a central angle of O1 °32'04" to the south line of the north 36 feet of Government Lot 4 in said Section 36; Thence south 88 °46'19" east along said south line a distance of 372.81 feet; Thence south 01°13'41" west a distance of 305.00 feet; Thence north 88 °46'19 west a distance of 50.00 feet to the TRUE POINT OF BEGINNING; Thence south 88 °46'41" east along a line 100 feet south of and parallel to the south line of that parcel of land leased to Sperry Rand Corporation as surveyed and monumented on the ground in 1968, and recorded under King County Recording Number 6356645, a distance of 420.58 feet, more or less, to the top of the left bank of the Green River; Thence along said top of the left bank of the Green River the following courses and distances: south 07 °00' east a distance of 115 feet; south 01°06' west a distance of 104 feet; south 09°12' west a distance of 106 feet; south 26 °49' west a distance of 102 feet; south 47 °21' west a distance of 103 feet; south 60 °15' west a distance of 40 feet; south 74 °35' west a distance of 60 feet; Thence west a distance of 106 feet; north 67 °30' west a distance of 107 feet; north 26 °19' west a distance of 104 feet; north 20 °22' west a distance of 103 feet; north 21°54' west a distance of 105 feet; north 32 °38' west a distance of 116 feet; north 44 °04' west a distance of 34 feet, more or less, to a point from which the TRUE POINT OF BEGINNING bears north 69 °38'41" east; Thence leaving said top of left bank north 69 °38'41" east a distance of 225 feet, more or less, to the TRUE POINT OF BEGINNING; Page 12 of 12 Return Address: Parties: CITY OF TUKWILA Office of the City Clerk 6200 Southcenter Blvd. Tukwila, WA 98188 (206) 433 -1800 CITY OF TUKWILA DOCUMENT RECORDING COVER SHEET Document Title(s): Possession and Use Agreement City of Tukwila, WA 6200 Southcenter Boulevard Tukwila, WA 98188 Other: Lily Pointe Investments. LLC Company Name (if business) CIO Carol -Ann O'Mack Address 4128 W Ames Lake Dr NE Redmond WA 98503 City State Zip Legal Description: NW1/4. 36-23-04 Assessor's Property Tax Parcel /Account Number(s): 362304- 9087 -04 20080604000331 WLR -DNRP AG 0.00 PAGE001 OF 013 06/04/2008 09:46 KING COUNTY, WA PL 84 -99 Tukwila 205 Levee Rehabilitation PROJECT 67893- 0003/LEGAL14237309.4 POSSESSION AND USE AGREEMENT Tax Accounts 36304 9087 -04 TRACT OR OTHER PROPERTY IDENTIFICATION This Agreement is entered into by and between The City of Tukwila, a municipal corporation of the State of Washington (the "City and Lily Pointe Investments, LLC, a Washington Limited Liability Company (the "Owner RECITALS A. The document attached as Attachment 1 to this Possession and Use Agreement contains certain easements rights (the "Easements that are necessary for repairs and improvements to the Tukwila 205 Federally Certified Levee under the guidelines for the U.S. Army Corps of Engineers PL 84 -99 Levee Rehabilitation Effort along the Left Bank of the Green River (The "Project Delay in acquisition and construction of the Project is contrary to the public interest. B. Owner is the owner of that certain real property (the "Property commonly known as 6801 S. 180th Street, Tukwila, Washington, and more particularly described on Attachment 2. C. Owner and City acknowledge that this Agreement is being entered into under threat of condemnation and shall be subject to just compensation by the City (in an amount that will be determined upon a mutually acceptable settlement or trial) in order to compensate Owner for the Easements. Nothing herein shall be construed as a waiver of the Owner's right to object to any further use or occupancy of any other portion of the property that the City may require in the future. D. The Owner wishes additional time to resolve any questions it may have concerning the Easements, including the issue of just compensation. AGREEMENT For and in consideration of payment by the City to the Owner for the Easements, in an amount to be negotiated by the parties or determined at trial, the Owner grants to City possession and use of those portions of the Property subject to the Easements (the "Easement Area for Project purposes. 2. The parties agree that the Easement Area is necessary for a public use of the City. If the parties cannot agree as to the amount of just compensation due the Owner and the City institutes condemnation proceedings, the Owner will not object to the City's entry of an Order Adjudicating Public Use and Necessity, as provided in RCW 8.12.090. 3. The parties agree that if condemnation proceedings are instituted by the City, this Agreement shall be deemed to satisfy the requirements of a stipulated Order of Immediate Use and Possession. This Agreement shall continue in effect until said proceedings have terminated and the Easement Area is finally acquired by the City. 4. The parties agree that the "Date of Possession" for the Easement Area shall be the date upon which this Agreement is executed by Owner and delivered to City. The parties also agree that the "Date of Valuation" for the Easement Area shall be the Date of Possession. The City agrees that upon final valuation of Easement Area, whether by mutual agreement or by trial, the City shall pay to Owner the amount determined plus twelve percent (12 interest per annum as accrued from the Date of Possession through the date of final payment. The parties agree to use commercially reasonable efforts to negotiate a mutually acceptable settlement on valuation of the Easement Area as soon as possible after the Date of Possession; however, should the parties fail to reach a mutually acceptable settlement within six (6) months of the Date of Possession, the parties shall proceed to trial. 5. Nothing in this Agreement shall be deemed to waive any right either party may have to a subsequent adjudication of just compensation pursuant to state law. Neither this Agreement nor the basis for the payment made pursuant to this Agreement shall be construed as evidence of or Page 1of12 an admission of fair market value or dust compensation by either party to the Agreement. 6. If condemnation proceedings are instituted, any payment of costs and attorneys fees shall be governed by the provisions of RCW 8.25.070 and 8.25.075. 7. If in the use of the Easement Area the City, the King County Flood Control Zone District (the "County or the Army Corps of Engineers (the "Corps or any of their employees or agents damage any portion of the Property (including, but not limited to, the Easement Area), the City shall be solely responsible for ensuring that the Property is repaired, replaced and restored. Additionally, other than in the event of Owner's gross negligence, the City shall indemnify, defend and hold Owner, its successors and assigns harmless from and against all claims, damages (to property, improvements or otherwise), injury to persons, expense, loss, liability, causes of action or suit of any kind, including attorneys' fees and court costs, arising from or related to the rights granted to the City herein or the possession and use of the Easement Area by the County or the Corps. The obligations contained in this Section 7 shall survive the granting of the Easements, whether the Easements are granted by Attachment 1 or by condemnation action. 8. This Agreement, including its attachments, is the complete expression of the terms hereto and any other representations, whether oral or in writing not incorporated in this Agreement are excluded. Time is of the essence of the performance of the provisions of this Agreement. Waiver of any default shall not be deemed to be a waiver of any other or subsequent default. Dated: /C OWNER: Lily me Inve tme m a Washi on Limited Liability Company BY Name OL st.s4.1 d ‘tne Title: 7'&, 2 k CITY: The City of Tukwila, a municipal corporation of the State of Washington. BY 1`a ame: Title 67893- 0003/LEGAL14237309.4 vn n \4 a O ICA) Page 2 of 12 STATE OF WASHINGTON ss. COUNTY OF KING) On this day of ro Q 0, 2008, before me, the undersigned, a Notary Public in and for the State of Washington, duly comissioned and sworn, personally appeared j ,,-r ,Ap d to me known to be the person who signed as 1' of the City of Tukwila, a municipal corporation of the State of Washington, 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 Q was duly elected, qualified and acting as said officer of the corporation, that Q 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 official seal the day and year first above written. Print Name: ht; 1ii M (7 Rak2ct Notary Public in and for the State of Washington, residing at S ti co Al QC 1AJ 2 My commission expires: 1 a.. STATE OF WASHINGTON ss. COUNTY OF KING) On this day of HOW the State of Washington, duly commissioned and sworn, personally appeared �L d7Y,IV 0 9Yf4Cl' to me known to be the person who signed as t'(LVIG_011M, of Lily Pointe Investments LLC, a 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 Limited Liability Company for the uses and purposes therein mentioned, and on oath stated that he /she was duly elected, qualified and acting as said officer of the Limited Liability Company, and that he /she was authorized to execute said instrument on behalf of the Limited Liability Company. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. Print Name: ene /q 4,46Y/(VU Notary Public in a for tate of Washington, residing at My commission expires: vy /7Z/ 67893- 0003/LEGAL14237309.4 2008, before me, the undersigned, a Notary Public in and for Page 3of12 ��€z M�p 1 %Boo p �i�' p WASH CORINA RACHINA STATE OF WASHINGTON NOTARY PUBLIC MY COMMISSION EXPIRES 04 -22.09 Recording Requested By And Exhibit A -3 When Recorded Mail To: Reference City Ordinance No. 2200 The City of Tukwila Department of Public Works 6300 Southcenter Blvd, Suite 100 Tukwila, Washington 98188 Attn: Ryan Larson ATTACHMENT 1 EASEMENT Grantor: Lily Pointe Investments, LLC, a Washington Limited Liability Company Grantee(s): The City of Tukwila, a municipal corporation of the State of Washington, and The King County Flood Control Zone District, a quasi municipal corporation of the State of Washington Legal Description (abbreviated): Ptn. NW1 /4, 36 -23 -04 Additional legal description on page hereinafter called Exhibit A. Assessor's Tax Parcel 362304-9087-04 Project: Tukwila -205 Levee THIS AGREEMENT made this day of 2008, by and between Lily Pointe Investments, LLC, a Washington Limited Liability Company, hereinafter called the Grantor, and The City of Tukwila, a municipal corporation of the State of Washington, and The King County Flood Control Zone District, a quasi municipal corporation of the State of Washington, hereinafter collectively called the "Grantees Grantor, in consideration of mutual benefits and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, hereby grants and conveys to the Grantee(s), their successors and assigns, agents and licensees certain easements as described below (the "Easements for the purposes set forth herein, under, over and upon those limited portions of the Property described in Exhibit A which are more particularly described in Exhibits B, C, and D attached hereto, and by this reference made a part hereof, situated in King County, Washington: 1. Flood Protection Levee Easement. A perpetual and assignable right and easement in, on, over and across the land described in Exhibit B to construct, maintain, repair, operate, patrol and replace a flood protection levee, including all appurtenances thereto; reserving, however, to the owners, their heirs and assigns, all such rights and privileges as may be used without interfering with or abridging the rights and easement hereby acquired. 2. Perpetual Road Easement. A perpetual and assignable easement and right -of -way in, on, over and across the land described in Exhibit B for the location, construction, operation, maintenance, alteration and replacement of a levee access road and appurtenances thereto; together with the right to trim, cut, fell, and remove therefrom all trees, underbrush, obstructions and other vegetation, structures, or obstacles within the limits of the levee access road right -of -way; reserving however, to the owners, their heirs and assigns, the rights to cross over or under the easement and right -of -way for access to their adjoining land; subject however, to existing easements for public roads and highways, public utilities, railroads, and pipelines. A map showing the location of said easement areas (the "Easement Areas ")is attached as Exhibit D. 67893- 0003/LEGAL14237309.4 Page 4 of 12 Grantor shall have the right to place locked bollards across the Flood Protection Levee Easement and Road Access Easement (collectively the "Easements so long as the Grantee(s) are provided a key or combination to access the Easements. Grantee(s) shall give notice to the Grantor prior to any use of the Easement Areas for the use, operation or hauling of heavy equipment, including, but not limited to, dump trucks, excavators and bulldozers. Nothing in this grant shall be deemed to be a grant of access to the general public or for recreational uses. The scope of this grant is expressly limited to the Grantee(s), their employees and contractors, for the limited purposes described in this Agreement. If in the use of the easements granted above, the Grantee shall damage other property of the Grantor or shall cause damage to the easement area as a result of activity that is not permitted by the easement, each Grantee shall repair, replace and restore, at the Grantee's sole expense, said damage. Each Grantee shall maintain and keep in full force and effect a policy of general liability insurance in an amount not less than One Million Dollars per occurrence, and provide Grantor with a certificate of insurance or self insurance and will name Grantor, its successors and assigns as Additional Insureds in the event one or both of the Grantee(s) should choose not to self insure. Each Grantee may self insure its obligations hereunder. Other than in the event of Grantor's gross negligence, each Grantee shall indemnify and hold Grantor, its successors and assigns harmless from all claims, damages or causes of action, including attorneys' fees and court costs, arising from that Grantee's use of the Easements. The rights, conditions, covenants and provisions contained in this Easement shall inure to the benefit of and be binding on the parties hereto and their respective heirs, administrators, executors, successors and assigns and shall run with the land. 67893- 0003/LEGAL14237309.4 Page 5 of 12 WITNESSETH, the said Grantor has hereunto signed their names the day and year first above written. GRANTOR: Lily Pointe Investments, LLC, a Washington Limited Liability Company BY Name: Title: GRANTEE: The City of Tukwila, a municipal corporation of the State of Washington. BY BY: Name: Title: GRANTEE: King County Flood Control Zone District, a quasi municipal corporation COUNTY OF KING) 67893- 0003/LEGAL14237309.4 Acting pursuant to Resolution No. FCZD2008 -01.2 of said Grantee Name: Title: of King County STATE OF WASHINGTON ss. On this day of 2008, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the person who signed as of Lily Pointe Investments, LLC, a 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 Limited Liability Company for the uses and purposes therein mentioned, and on oath stated that he /she was duly elected, qualified and acting as said officer of the Limited Liability Company, and that he /she was authorized to execute said instrument on behalf of said Limited Liability Company. IN WITNESS WHEREOF I have hereunto set my hand and official seal the day and year first above written. Print Name: Notary Public in and for the State of Washington, residing at My commission expires: Page 6 of 12 STATE OF WASHINGTON COUNTY OF KING) STATE OF WASHINGTON )SS. COUNTY OF KING Dated: 67893- 0003/LEGAL14237309.4 ss. On this day of 2008, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the person who signed as of the City of Tukwila, a municipal corporation of the State of Washington, 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 was duly elected, qualified and acting as said officer of the corporation, that 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 official seal the day and year first above written. Print Name: Notary Public in and for the State of Washington, residing at My commission expires: I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument and acknowledged it as the of King County, acting on behalf of the King County Flood Control Zone District pursuant to Resolution FCZD2008 -01.2 of said District to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Printed name Notary Public in and for the State of Washington Residing at My appointment expires Page 7 of 12 That portion of Section 36, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at the northwest corner of said Section 36; Thence south 01 °19'01" west along the west line of said Section 36, a distance of 1,355.89 feet; Thence easterly along a curve to the left, the center of which bears north 02 °45'45" east, having a radius of 336.00 feet, an arc distance of 9.00 feet, through a central angle of 01 °32'04" to the south line of the north 36 feet of Government Lot 4 in said Section 36; Thence south 88 °46'19" east along said south line a distance of 372.81 feet; Thence south 01°13'41" west a distance of 305.00 feet; Thence north 88 °46'19 west a distance of 50.00 feet to the TRUE POINT OF BEGINNING; Thence south 88 °46'41" east along a line 100 feet south of and parallel to the south line of that parcel of land leased to Sperry Rand Corporation as surveyed and monumented on the ground in 1968, and recorded under King County Recording Number 6356645, a distance of 420.58 feet, more or less, to the top of the left bank of the Green River; Thence along said top of the left bank of the Green River the following courses and distances: south 07 °00' south 01°06' south 09°12' south 26 °49' south 47 °21' south 60°15' south 74 °35' Thence west north 67 °30' north 26°19' north 20 °2T north 21°54' north 32 °38' north 44 °04' east a distance of 115 feet; west a distance of 104 feet; west a distance of 106 feet; west a distance of 102 feet; west a distance of 103 feet; west a distance of 40 feet; west a distance of 60 feet; a distance of 106 feet; west a distance of 107 feet; west a distance of 104 feet; west a distance of 103 feet; west a distance of 105 feet; west a distance of 116 feet; west a distance of 34 feet, more or less, to a point from which the TRUE UNDERLYING PROPERTY PARCEL(S) LEGAL DESCRIPTION EXHIBIT A POINT OF BEGINNING bears north 69 °38'41" east; Thence leaving said top of left bank north 69 °38'41" east a distance of 225 feet, more or less, to the TRUE POINT OF BEGINNING; 67893- 0003/LEGAL14237309.4 Page 8 of 12 67893- 0003/LEGAL14237309.4 EXHIBIT B FLOOD PROTECTION LEVEE EASEMENT LEGAL DESCRIPTION That portion of Section 36, Township 23 North, Range 4 East, W.M., in King County, Washington, lying landward of the ordinary high water mark of the left bank of the Green River and riverward of a line described as follows: Beginning at the northwest corner of said Section 36; Thence south O1 °19'01" west along the west line of said Section 36, a distance of 1,355.89 feet; Thence easterly along a curve to the left, the center of which bears north 02 °45'45" east, having a radius of 336.00 feet, an arc distance of 9.00 feet, through a central angle of O1 °32'04" to the south line of the north 36 feet of Government Lot 4 in said Section 36; Thence south 88 °46'19" east along said south line a distance of 372.81 feet; Thence south 01 °13'41" west a distance of 305.00 feet; Thence north 88 °46'19 west a distance of 50.00 feet to the herinafter referred to as point Thence south 88 °46'41" east along a line 100 feet south of and parallel to the south line of that parcel of land leased to Sperry Rand Corporation as surveyed and monumented on the ground in 1968, and recorded under King County Recording Number 6356645, a distance of 369.60 feet to the TRUE POINT OF BEGINNING OF SAID DESCRIBED LINE, thence the following courses and distances: south 01 °52'11" east a distance of 35.17 feet; south 01 °51'04" east a distance of 122.78 feet; south 01 °44'32" west a distance of 104.47 feet; south 12 °11'25" west a distance of 36.04 feet; south 20 °48'04" west a distance of 51.57 feet; south 33 °48'38" west a distance of 62.76 feet; south 53 °39'34" west a distance of 37.11 feet; south 63 °03'02" west a distance of 79.27 feet; south 80 °57'48" west a distance of 35.11 feet; south 67 °52'45" west a distance of 61.80 feet; north 83 °48'22" west a distance of 111.43 feet more or less, to the terminus of said line herein described, at a point which is located south 70 °57'20" west 216.98 feet, and south 27 °23'15" east 461.50 feet from point "A" referenced herein. Page 9 of 12 EXHIBIT C PERMANENT ACCESS ROAD EASEMENT LEGAL DESCRIPTION That portion of Section 36, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Sperry Drive: Beginning at the northwest corner of said Section 36; Thence south O1 °19'01" west along the west line of said Section 36, a distance of 1,355.89 feet; Thence easterly along a curve to the left, the center of which bears north 02 °45'45" east having a radius of 336.00 feet, an arc distance of 9.00 feet, through a central angle of O1 °32'04" to the south line of the north 36 feet of Government Lot 4 of said Section 36; Thence south 88 °46'19" east along said south line a distance of 422.81 feet to THE TRUE POINT OF BEGINNING; Thence along a curve to the left, the center of which bears south 01°13'41" west having a radius of 50.00 feet, an are distance of 78.54 feet, through a central angle of 90 °00'00 Thence south 01°13'41" west a distance of 255.00 feet; Thence north 88 °46'19" west a distance of 48.00 feet; Thence north 01°13'41" east a distance of 255.00 feet; Thence along a curve to the left having a radius of 50.00 feet, an arc distance of 78.54 feet, through a central angle of 90 °00'00 Thence south 88 °46'19" east a distance of 148.00 feet to the TRUE POINT OF BEGINNING. Levee Access: Beginning at the northwest corner of said Section 36; Thence south 01 °19'01" west along the west line of said Section 36, a distance of 1,355.89 feet; Thence easterly along a curve to the left, the center of which bears north 02 °45'45" east having a radius of 336.00 feet, an arc distance of 9.00 feet, through a central angle of 01 °32'04" to the south line of the north 36 feet of Government Lot 4 of said Section 36; Thence south 88 °46'19" east along said south line a distance of 422.81 feet; Thence along a curve to the left, the center of which bears south 01°13'41" west having a radius of 50.00 feet, an arc distance of 78.54 feet, through a central angle of 90 °00'00 Thence south 01°13'41" west a distance of 255.00 feet to the TRUE POINT OF BEGINNING; thence south 88 °46'19" east a distance of 48.00 feet; thence south 01 °13'41" west a distance of 33.27 feet; thence along a line hereinafter referred to as line "X south 69 °38'41" west a distance of 259.75 feet more or less to the westerly boundary of property described in Exhibit "A" herein; thence northerly and along said westerly boundary to a point on a line distant 30 feet northwesterly of said line "X" measured perpendicularly thereto; thence north 69°38'41" east to a point which bears south 01°13'41" west from the TRUE POINT OF BEGINNING; thence north 01 °13'41" east 20.00 feet to the TRUE POINT OF BEGINNING. 67893- 0003/LEGAL14237309.4 Page 10 of 12 Easemen Tukwila 205' site 3 bas Easement Temporary Staging an d W ork Area E Tempo Basement perman Levee ccess Easement perman A Parcel Boundaries 75 N 7 150 Feet 75 J EX1g1T D PERTY AND EASEM ENTS MAP of PRO 3623 049095 362 3 p 4g094 689300 03 /LEGp,Y,1423'1309 .4 J 36 23 0 4 907 9 3623 049017 Page 11 of 12 362 304g087 67893- 0003/LEGAL14237309.4 ATTACHMENT 2 UNDERLYING PROPERTY PARCEL(S) LEGAL DESCRIPTION That portion of Section 36, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at the northwest corner of said Section 36; Thence south O1 °19'01" west along the west line of said Section 36, a distance of 1,355.89 feet; Thence easterly along a curve to the left, the center of which bears north 02 °45'45" east, having a radius of 336.00 feet, an arc distance of 9.00 feet, through a central angle of 01 °32'04" to the south line of the north 36 feet of Government Lot 4 in said Section 36; Thence south 88 °46'19" east along said south line a distance of 372.81 feet; Thence south 01°13'41" west a distance of 305.00 feet; Thence north 88 °46'19 west a distance of 50.00 feet to the TRUE POINT OF BEGINNING; Thence south 88 °46'41" east along a line 100 feet south of and parallel to the south line of that parcel of land leased to Sperry Rand Corporation as surveyed and monumented on the ground in 1968, and recorded under King County Recording Number 6356645, a distance of 420.58 feet, more or less, to the top of the left bank of the Green River; Thence along said top of the left bank of the Green River the following courses and distances: south 07 °00' east a distance of 115 feet; south 01°06' west a distance of 104 feet; south 09° 12' west a distance of 106 feet; south 26 °49' west a distance of 102 feet; south 47 °21' west a distance of 103 feet; south 60 °15' west a distance of 40 feet; south 74 °35' west a distance of 60 feet; Thence west a distance of 106 feet; north 67 °30' west a distance of 107 feet; north 26° 19' west a distance of 104 feet; north 20 °22' west a distance of 103 feet; north 21°54' west a distance of 105 feet; north 32 °38' west a distance of 116 feet; north 44 °04' west a distance of 34 feet, more or less, to a point from which the TRUE POINT OF BEGINNING bears north 69 °38'41" east; Thence leaving said top of left bank north 69 °38'41" east a distance of 225 feet, more or less, to the TRUE POINT OF BEGINNING; Page 12 of 12 Return Address: CITY OF TUKWILA Office of the City Clerk 6200 Southcenter Blvd. Tukwila, WA 98188 (206) 433-1800 CITY OF TUKWILA DOCUMENT RECORDING COVER SHEET Document Title(s): Possession and Use Agreement Parties: City of Tukwila, WA 6200 Southcenter Boulevard Tukwila, WA 98188 Other: Wells Farao Bank, N.A. Company Name (if business) Cornorate Pronerties Group Address 333 Market Street, 11 Floor CONFORMED COPY 20080604000330 WLR -DNRP AG 0.00 PAGE001 OF 020 06/04/2008 09:46 KING COUNTY, WA San Francisco CA 94105 City State Zip Legal Description: NW1 /4, 36 -23 -04 Assessor's Property Tax Parcel/Account Number(s): 362304 9094 -05 362304 9095 -04 362304- 9079 -04 362304- 9017 -09 POSSESSION AND USE AGREEMENT PL 84 -99 Tukwila 205 Tax Accounts 362304 -9094; 362304 -9095; Levee Rehabilitation 362304 -9079; 362304 -9017 PROJECT TRACT OR OTHER PROPERTY IDENTIFICATION This Agreement is entered into by and between The City of Tukwila, a municipal corporation of the State of Washington (the" City") and Wells Fargo Bank, N.A., a national banking association (the "Owner RECITALS The easements shown in Attachment 1 to this Possession and Use Agreement are necessary for repairs and improvements to the Tukwila 205 Federally Certified Levee under the guidelines for the U.S. Army Corps of Engineers PL 84 -99 Levee Rehabilitation Effort along the Left Bank of the Green River (The "Project Delay in acquisition and construction of the Project is contrary to the public interest. The City and Owner have not had sufficient opportunity to reach agreement on fair compensation to Owner for the easements referred to in Attachment 1. AGREEMENT 1. For and in consideration of payment by the City to Owner of fair compensation, Owner grant the City possession and use of the easements described in Attachment 1 for Project purposes, provided that such possession and use must be exercised in accordance with the terms and conditions of Attachment 1. 2. The parties agree that the Property is necessary for a public use of the City. If the parties cannot agree as to the amount of just compensation due Owner and the City institutes condemnation proceedings, the Owners will not object to the City's entry of an Order Adjudicating Public Use and Necessity, as provided in RCW 8.12.090. 3. The parties agree that if condemnation proceedings are instituted by the City, this Agreement shall be deemed to satisfy the requirements of a stipulated Order of Immediate Use and Possession. This Agreement shall continue in effect until said proceedings have terminated and the subject easement rights are finally acquired by the City. 4. Nothing in this Agreement shall be deemed to waive any right either party may have to a subsequent adjudication of just compensation pursuant to state law. Neither this Agreement nor the basis for the payment made pursuant to this Agreement shall be construed as evidence of or an admission of fair market value or just compensation by either party to the Agreement. 5. The Parties agree that the "Date of Possession" for the Easement shall be the date upon which this Agreement is executed by Owner and delivered to City. The Parties also agree that the Page 1 of 19 Dated: "Date of Valuation" for the Easement shall be the Date of Possession. 6. Promptly hereafter, City shall propose a price for the subject easements to Owner. Such proposal shall be in writing (addressed to Owner at the address in Attachment 1) and accompanied by an appraisal or other determination of value prepared by an independent real estate appraiser with a membership in the Appraisal Institute and at least five (5) years' full time commercial appraisal experience in the Tukwila area. Owner and City shall thereafter negotiate in good faith to agree upon a fair price for the subject easements. If the parties are unable to agree on a fair price within a reasonable time (not to exceed 90 days from the commencement of negotiations), City shall immediately commence condemnation proceedings. Owner shall have no obligation to execute or deliver the grant of easements attached hereto as Attachment 1 unless and until a fair price has been established and paid to Owner, whether pursuant to negotiation or condemnation proceedings. 7. If condemnation proceedings are instituted, any payment of costs and attorneys fees shall be governed by the provisions of RCW 8.25.070 and 8.25.075. 8. This Agreement is the complete expression of the terms hereto and any other representations, whether oral or in writing not incorporated in this Agreement are excluded. The terms and obligations of this Agreement shall be effective when the Agreement is signed by both the City and Owner. Time is of the essence of the performance of the provisions of this Agreement. Waiver of any default shall not be deemed to be a waiver of any other or subsequent default. OWNERS: Wells F /go Bank, N.A., a national banking association BY BY CITY: I�TaMe: r,`A-r,Fr i Title: 4J e7 N- 4't Vie: Title: The City of Tukwila, a municipal corporation of the State of Washington. BY 1` (V,/ 3a 1r LAJ Tit l� Y�Y Ntee:`t� r9 r" Page 2 of 19 STATE OF WASHINGTON ss. COUNTY OF KING) On this day of i tA A) Q_ 2008, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared N t r. a G (3 -i c, A) to me known to be the person who signed as a a, ,t'' `r` of the City of Tukwila, a municipal corporation of the State of Washington, th't 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 t mentioned, and on oath stated that t1 Q was duly elected, qualified and acting as said officer of the corporation, that .0 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 official seal the day and year first above w rn o Fi Print Name: QVt ts13 m -0 Notary Public in and for the State of Washington, residing at it S-LAnnniall, t4) My commission expires: f -c'1- I a., State of Califo is County of 1 On i, 3`° ?_DOS before me, perso ty appeared a- 9 who proved to me on the basis of satisfactory evidence to be the person(s) whose names) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signatures) on the instrument the persons), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Page 3 of 19 (Seal) l ys741.10, 4 4s 3 i' �i 4 t ts .SJDY GONZAIIS Cnrnr, „ssicn 1667579 Nc °cry i =!J0 C Cc?;;orn:a San Frar cisco Coun My Comm E J. In t ?;:r. o State of California County of On before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/her /their authorized capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) Page 4 of 19 The City of Tukwila Department of Public Works 6300 Southcenter Blvd, Suite 100 Tukwila, Washington 98188 Attn: Ryan Larson ATTACHMENT 1 Recording Requested By and Exhibit A -1 When Recorded Mail To: Reference City Ordinance No. 2200 EASEMENT Grantor(s): Wells Fargo Bank, N.A., a national banking association Grantee(s): The City of Tukwila, a municipal corporation of the State of Washington, and The King County Flood Control Zone District, a quasi municipal corporation Legal Description (abbreviated): Ptn. NW1 /4, 36 -23 -04 Additional legal description on pages 6 13, hereinafter called Exhibits A E. Assessor's Tax Parcel ID 362304 -9094; 362304 -9095; 362304 -9079; 362304 -9017 Project: Tukwila -205 Levee THIS AGREEMENT made this day of 2008, by and between Wells Fargo Bank, N.A., a national banking association, hereinafter called the Grantor(s), and The City of Tukwila, a municipal corporation of the State of Washington, and The King County Flood Control Zone District, a quasi municipal corporation, hereinafter collectively called the "Grantees Grantor(s), in consideration of mutual benefits and other valuable consideration, the receipt and adequacy of which is hereby acknowledged, hereby grant and convey to the Grantee(s), their successors and assigns, agents and licensees easements (the "Easements for the purposes set forth herein, under, over and upon those limited portions of the Property described in Exhibit A which are more particularly described in Exhibits B, C, D and E attached hereto, and by this reference made a part hereof, situated in King County, Washington: 1. Flood Protection Levee Easement. A perpetual, non- exclusive and assignable right and easement in favor of the Grantees in the land described in Exhibit B to construct, maintain, repair, operate, patrol and replace a flood protection levee, pursuant to Public Law 84 -99 Levee Restoration for the Lower Green River Section 205 Flood Protection Project, Job No.GRE -3 -07, including all appurtenances thereto; reserving, however, to the owners, their heirs and assigns, all such rights and privileges as may be used without interfering with or abridging the Page 5of19 rights and easement hereby acquired; subject, however, to existing easements, rights and estates in the subject land granted or reserved prior hereto and of record. 2. Access Road Easement. A perpetual, non exclusive and assignable easement and right -of -way in favor of the Grantee(s) in, on, over and across the land described in Exhibit C for the location, construction, operation, maintenance, alteration, and replacement of a levee access road and appurtenances thereto; together with the right to trim, cut, fell, and remove therefrom all trees, underbrush, and other vegetation, obstructions, structures, or obstacles within the limits of the easement and right -of- way; reserving however, to the Grantor(s), their heirs and assigns, the rights to cross over or under the easement and right -of -way for access to their adjoining land; subject however, to existing easements, rights and estates in the subject land granted or reserved prior hereto and of record. 3. Temporary Work Area Easement. A temporary and assignable easement and right of way in favor of the Grantee(s) in, on, over and across the land described in Exhibit D for a period not to exceed 2 years beginning with the date of this instrument, for the pupose of a work area, including the right to borrow and/or deposit fill and waste material thereon, move, store and remove equipment and supplies, erect and remove temporary structures on the land and to perform any other work necessary and incident to the construction of a Flood Protection Levee, together with the right to trim, cut, fell, and remove therefrom all trees, underbrush, and other vegetation, obstructions, structures, or obstacles within the limits of the temporary work area easement; reserving however, to the owners, their heirs and assigns, all such rights and privileges as may be used without interfering with or the rights and easement hereby acquired, subject however, to existing easements, rights and estates in the subject land granted or reserved prior hereto and of record. A map showing the location of said easements is attached as Exhibit E. All cost and expense of work undertaken at the subject property by or at the behest of Grantees, for the Flood Protection Levee or otherwise (the "Work shall be paid and borne exclusively by Grantees. Grantees shall keep Grantor's lands free and clear from any and all liens of whatever nature arising out of any Work performed, materials furnished and/or obligations incurred by, on behalf of, or under the direction of, Grantees. Grantees further agree to indemnify and defend Grantor and Grantor at Grantees' sole cost and expense, from and against any and all liabilities, actions and/or costs of suit arising in connection with any such lien, including but not limited to, attorney's fees and court costs. Grantees shall use their best efforts to minimize disruptions to business activities on Grantor's property (including access to said property from public streets) during the course of all Work. In addition, Grantee shall promptly repair and restore all landscaping and surface improvements disturbed or removed by Grantee in the course of the Work, all without cost or expense to Grantor but subject to U.S. Army Corps of Engineers levee standards for operation and maintenance. Page 6 of 19 Grantees agree to take, or require their contractors and agents to take, all necessary and appropriate measures (including erection of a hurricane fence or other barrier to secure the Temnorary Work Area Easement) to ensure the safety of persons engaged in the Work and all of Grantor's employees, customers, agents, licensees and invitees using Grantor's lands during the performance of the Work. Materials and equipment for the Work shall not be left strewn on Grantor's lands, but shall be piled, to the extent practicable, on the Temporary Work Area Easement. Grantees shall not permit their contractors or subcontractors to post any advertising on Grantor's lands. Grantor(s) shall have the right to place locked bollards within the Flood Protection Levee Easement and Road Access Easement (collectively the "Perpetual Easements but not on the levee structure itself, so long as the Grantee(s) are provided a key or combination to access the Perpetual Easements. Except during emergencies, Grantee(s) shall give notice to the Grantor(s) prior to any use of the Perpetual Easements for the use, operation or hauling of heavy equipment, including, but not limited to, dump trucks, excavators and bulldozers. Nothing in this grant shall be deemed to be a grant of access to the general public or for recreational uses. The scope of this grant is expressly limited to the Grantee(s), their employees and contractors, for the limited purposes described in this Easement. If in the use of the easements granted above, the Grantee shall damage other property of the Grantor or shall cause damage to the easement area as a result of activity that is not permitted by the easement, each Grantee shall repair, replace and restore, at the Grantee's sole expense, said damage. Each Grantee shall maintain and keep in full force and effect a policy of general liability insurance in an amount not less than One Million Dollars per occurance, and provide Grantor with a certificate of insurance or self insurance and will name Grantor, its successors and assigns as Additional Insureds in the event one or both of the Grantee(s) should choose not to self insure. Each Grantee may self insure its obligations hereunder. Other than in the event of Grantor's gross negligence, each Grantee agrees to indemnify and hold harmless Grantor, and defend and protect it, against and from any and all claims, demands, damages, losses, liability, costs and expenses (including attorney's fees) arising by reason of any injury to or death of any person or persons or theft, loss or damage to any property occurring on or about Grantor's lands or claims of any kind or nature as a result of any activity, work or thing done, permitted, suffered or omitted to be done on or about Grantor's lands by Grantees or their contractors, agents or employees during the term of this Agreement. Grantees hereby accepts all risk of injury to persons or damage to or loss of property occasioned by any defect on or about Grantor's lands, or any disrepair or hazardous or unsafe condition therein or thereabout, and Grantees hereby unconditionally release Grantor from any and all liability therefor. Grantees shall be solely responsible for the security of all their own property and of personal property under their custody and control on Grantor's lands (including the supplies, material, personal property and equipment of Grantees' contractors and crews), and for any repairs to or Page 7 of 19 replacement or compensation for such property which may arise out of any theft, loss or damage thereto. Grantees shall not draw power, electricity or other utilities from Grantor's utility facilities on Grantor's lands. Grantees hereby represent and warrant that the Perpetual Easements do not lie beneath any existing building or other structure (apart from parking surfaces) located on the real property of Grantor. Moreover, after completion of all Work, nothing herein shall preclude Grantor's installation and maintenance of Landscaping and related improvements within or over the Perpetual Easements subject to U.S. Army Corps of Engineers levee standards for operation and maintenance. The obligations of Grantees under this Agreement shall be joint and several. Any notice required or permitted by this Agreement to be provided to any of the other parties hereto shall be in writing and shall be deemed duly provided and received when personally delivered to the party to which it is directed or, in lieu of such personal delivery, three (3) days after deposit in the United States mail, sent certified mail with first -class postage prepaid (or immediately upon confirmation of transmission receipt after facsimile transmission, provided such notice is also deposited in the U.S. mail as aforesaid), and addressed as follows: Wells Fargo Bank Corporate Properties Group 333 Market Street llth Floor San Francisco, CA 94105 MAC# A0109 -112 Attn: Lease Negotiations With a copy to: Wells Fargo Bank Corporate Properties Group 333 Market Street llth Floor San Francisco, CA 94105 MAC# A0109 -111 Attn: Lease Administration Either party hereto may by written notice to the other party hereto specify a different address for notice purposes or add one additional address for notice purposes. The rights, conditions, covenants and provisions contained in this Easement shall inure to the benefit of and be binding on the parties hereto and their respective heirs, administrators, executors, successors and assigns and shall run with the land. Page 8 of 19 The City of Tukwila Department of Public Works 6300 Southcenter Blvd, Suite 100 Tukwila, Washington 98188 Attn: Public Works Director Each of the undersigned hereby represents and warrants that it is authorized to execute this Agreement on behalf of the respective parties to this Agreement and that this Agreement, when executed by said parties, shall become valid and binding obligations enforceable in accordance with its terms. WITNESSETH, the said Grantor(s) and Grantee(s) have hereunto signed their names the day and year first above written. GRANTOR: Wells Fargo Bank, N.A., a national banking association By: Name: Title: GRANTEE: The City of Tukwila, a municipal corporation of the State of Washington By: Name: Title: GRANTEE: The King County Flood Control Zone District, a quasi municipal corporation By: Name: Title: Page 9of19 State of California County of On appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her /their authonzed capacity(ies), and that by his/her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) before me, (here insert name and title of the officer), personally Page 10 of 19 STATE OF WASHINGTON ss. COUNTY OF KING On this day of 2008, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the person who signed as of the City of Tukwila, a municipal corporation of the State of Washington, 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 was duly elected, qualified and acting as said officer of the corporation, that 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 official seal the day and year first above written. STATE OF WASHINGTON ss. COUNTY OF KING Print Name: Notary Public in and for the State of Washington, residing at My commission expires: On On this day of 2008, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared to me known to be the person who signed as of the King County Flood Control Zone District, a quasi- public 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 was duly elected, qualified and acting as said officer of the corporation, that 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 official seal the day and year first above written. Print Name: Notary Public in and for the State of Washington, residing at My commission expires: Page 11 of 19 PARCEL A: EXHIBIT A UNDERLYING PROPERTY PARCEL(S) LEGAL DESCRIPTION That portion of Government Lot 4, Section 36, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Commencing at the northwest corner of said Section 36; Thence south 01 °19'01" west along the west line of said Section 36 a distance of 1,320.01 feet to the northwest corner of said Government Lot 4; Thence south 88 °04'53" east along the centerline of South 180th Street, a distance of 431.81 feet; Thence south 01 °55'07" west a distance of 36.00 feet to the southerly margin of said South 180th Street and the TRUE POINT OF BEGINNING; Thence south 88 °04'53" east along said southerly margin a distance of 257.94 feet; Thence south 11 °05'55" east a distance of 70.94 feet; Thence south 07 °39'54" east a distance of 50.09 feet; Thence south 09 °2T49" east a distance of 50.02 feet; Thence south 15 °06'12" east a distance of 39.16 feet; Thence north 88 °04'53" west a distance of 353.52 feet; Thence north 01 °55'07" east a distance of 155.00 feet; Thence along a curve to the right having a radius of 50.00 feet, an are distance of 78.54 feet through a central angle of 90 °00'00" to the TRUE POINT OF BEGINNING; EXCEPT THAT PORTION conveyed to the City of Tukwila by deed recorded as Recording Number 9203301074. PARCEL B: That portion of Government Lot 4 in Section 36, Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at the northwest corner of said Section 36; Thence south 01 °19'01" west along the west line of said Section 36, a distance of 1320.01 feet to the northwest corner of said Government Lot 4; Thence south 88 °04'53" east along the centerline of South 180 Street a distance of 381.81 feet; Thence south 01°55'07" west a distance of 341.00 feet to the north line of property conveyed to David F. Bolger by deed recorded under Recording Number 7606290589 and the TRUE POINT OF BEGINNING; Thence north 01 °55'07" east, a distance of 100 feet to the south line of property described in Recording Number 6356645; Page 12of19 Thence south 88 °04'53" east, along said south line 353.52 feet, more or less, to the easterly boundary of said Government Lot 4; Thence southerly, along said easterly boundary, to the northeast corner of said Bolger property; Thence north 88 °04'53" west, along said northerly line of the Bolger property, a distance of 376.00 feet, more or less, to the TRUE POINT OF BEGINNING. PARCEL C: That portion of Government Lot 4 in Section 36 and that portion of Government Lot 1 in Section 35, ALL in Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at the Northwest corner of said Section 36; Thence South 01 19 01 West along the West line of said Section 36 a distance of 1355.89 feet to the South margin of South 180th Street; Thence Easterly along a curve to the left, the center of which bears North 02 45 45 East having a radius of 336.00 feet, an arc distance of 9.00 feet through a central angle of 01 32 04 to the South line of the North 36 feet of said Government Lot 4; Thence South 88 46 19 East along said South line a distance of 274.81 feet; Thence along a curve to the right having a radius of 50.00 feet an arc distance of 78.54 feet through a central angle 90 00 00 Thence South 01 13 41 West a distance of 58.00. feet to the TRUE POINT OF BEGINNING; Thence continuing South 01 13 41 West a distance of 197.00 feet; Thence North 88 46 19 West a distance of 2.00 feet; Thence South 69 38 41 West a distance of 187.60 feet, more or less, to a line 30 feet Easterly and parallel to the West boundary line of said Government Lot 4; Thence Northwesterly along said line 30 feet Easterly of and parallel to the West boundary line of said Governenment Lot 4 and a line 30 feet Easterly of and parallel to the West boundary line of said Government Lot 1 with the following bearings and distances: NORTH 36 40' 03 West a distance of 169.42 feet and North 38 32 31 West a distance of 172.15 feet to a line 144.00 feet South of and parallel to the North line of said Government Lot 4; Thence South 88 46 19 East along said line a distance of 390.63 feet, more or less, to the TRUE POINT OF BEGINNING. Page 13 of 19 PARCEL D: That portion of Goverment Lot 4 in Section 36 and that portion of Governemnt Lot 1 in Section 35, ALL in Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at the Northwest corner of said Section 36; Thence South 01 19 01 West along the West line of said Section 26 a distance of 1355.89 feet to the South margin of South 180th Street; Thence Easterly along a curve to the left, the center of which bears North 02 45 45 East having a radius of 336.00 feet, an arc distance of 9.00 feet through a central angle of 01 32 04 to the South line of the North 36 feet of said Government Lot 4; Thence South 88 46 19 East along said South line a distance of 274.81 feet; Thence along a curve to the left having a radius of 50.00 feet an arc distance of 78.54 feet through a central angle of 90 00' 00 Thence South 01 13 41 West a distance of 255.00 feet; Thence North 88 46 19 West a distance of 2.00 feet; Thence South 69 38 41 West a distance of 187.60 feet, more or less, to a line 30 feet Easterly of and parallel to the West boundary line of said Government Lot 4 and the TRUE POINT OF BEGINNING; Thence continuing South 69 38 41 West a distance of 31.26 feet to the West boundary line of said Government Lot 4; Thence Northwesterly along the West boundary line of said Government Lot 4 and said Government Lot 1 with the following bearings and distances: North 36 40 03 West a distance of 160.24 feet and North 38 32 31 West a distance of 196.53 feet to a line 144.00 feet South of and parallel to the North line of said Government Lot 4; Thence South 88 46 19 East along said line a distance of 39.03 feet to a line 30 feet Easterly of and parallel to the West boundary line of said Government Lot 1; Thence Southeasterly along said line 30 feet Easterly of the West boundary line of Government Lot 1 and Government Lot 4 with the following bearings and distances; South 38 32 31 East a distance of 172.15 feet and South 36 40 03 East a distance of 169.42 feet to the TRUE POINT OF BEGINNING. Page 14 of 19 PARCEL E: That portion of Government Lot 4 in Section 36, and that portion of Government Lot 1 in Section 35, ALL in Township 23 North, Range 4 East, W.M., in King County, Washington, described as follows: Beginning at the Northwest corner of said Section 36; Thence South 01 19 01 West along the West line of said Section 36, a distance of 1,355.89 feet to the South margin of South 180th Street and the TRUE POINT OF BEGINNING; Thence Easterly along a curve to the left, the center of which bears North 02 45 45 East, having a radius of 336.00 feet, an arc distance of 9.00 feet through a central angle of 01 32 04 to the South line of the North 36 feet of said Government Lot 4; Thence South 88 46 19 East along said South line, a distance of 274.81 feet; Thence along a curve to the right having a radius of 50.00 feet, an arc distance of 78.54 feet through a central angle of 90 00' 00 Thence South 01 13 41 West, a distance of 58.00 feet; Thence North 88 46 19 West to the Southwesterly line of Government Lot 1 of said Section 35; Thence Northwesterly along said Southwesterly line to the Western extension of the North line of Government Lot 4 in said Section 36; Thence South 88 46 19 East along said Westerly extension to a point 142.38 feet West of the Northwest corner of said Government Lot 4; Thence on a curve to the left, the center of which bears North 27 59 36 East, having a radius of 336.00 feet, an arc distance of 147.96 feet to the TRUE POINT OF BEGINNING. PARCEL F: An undivided one quarter interest in the private roadway being known as "Sperry Drive described as follows: Beginning at the Nothwest corner of said Government Lot 4; Thence South 88 04 53 east along the centerline of South 188th Street a distance of 431.81 feet; Thence South 01 55 07 West a distance of 36.00 feet to the Southerly margin of said South 180th Street and the TRUE POINT OF BEGINNING; Thence along a curve to the left having a radius of 50.00 feet, an arc distance of 78.54 feet through a central angle of 90 00 00 Thence South 01 55 07 West a distance of 255.00 feet; Thence North 88 04' 53 West a distance of 48.00 feet; Thence North 01 55 07 East a distance of 255.00 feet; Thence along a curve to the left having a radius of 50.00 feet, an arc distance of 78.54 feet, through a central angle of 90 00' 00 Thence South 88 04 53 East a distance of 148.00 feet to the TRUE POINT OF BEGINNING. Page 15 of 19 EXHIBIT B FLOOD PROTECTION LEVEE EASEMENT LEGAL DESCRIPTION All those portions of Parcels C, D, and E, Exhibit A herein, lying southwesterly and riverward of a line described as follows: Beginning at the Southeast corner of said Parcel C, and running thence along the Southerly boundary line North 88° 46' 19" West a distance of 2.00 feet, and South 69° 38' 41" West a distance of 143.8 feet to the TRUE POINT OF BEGINNING; Thence North 36° 25' 56" West a distance of 477.6 feet more or less to the Northerly boundary of said Parcel E and the terminus of the line so described. Also, all those portions of Parcels A and B, Exhibit A herein, lying Easterly of a line described as follows: Beginning at the southwest corner of said Parcel B, and running along the Southerly boundary line South 88° 04' 53" East 319.9 feet to the TRUE POINT OF BEGINNING; Thence North 15° 10' 08" West a distance of 316.8 feet more or Less to the Northerly boundary of said Parcel A and the terminus of the line so described. Page 16 of 19 EXHIBIT C PERMANENT ACCESS ROAD EASEMENT LEGAL DESCRIPTION That portion of Government Lot 4 in Section 36, Township 23 North, Range 4 East, W.M., in King County Washington, being a strip of land 30 feet in width, lying 15 feet on either side of a centerline described as follows: Beginning at the northwest comer of said section 36; Thence south 01 °19'01" west along the west line of said section 36 a distance of 1,320.01 feet to the northwest corner of said Government Lot 4; Thence south 88 °04'53" east along the centerline of South 180 Street, a distance of 381.81 feet; Thence south 01 °55'07" west a distance of 291.00 feet to a point located 50 feet northerly from the north line of property conveyed to David R. Bolger by deed recorded under Recording Number 7606290589 and the True Point of Beginning; Thence south 88 °04'53" east along said south line 353.52 feet more or less, to the easterly boundary of said Government Lot 4. Also, That portion of Government Lot 4 in Section 36, Township 23 North, Range 4 East, W.M., in King County Washington, described as follows: Beginning at the northwest comer of said section 36; Thence south 01 °19'01" west along the west line of said section 36 a distance of 1,355.89 feet; Thence easterly along a curve to the left, the center of which bears north 02 °45'45" east having a radius of 336.00 feet, an arc distance of 9.00 feet, through a central angle of 01 °32'04" to the south line of the north 36 feet of Government Lot 4 of said Section 36; Thence south 88°46'19" east along said south line a distance of 422.81 feet to the True Point of Beginning; Thence along a curve to the left, the center of which bears south 01°13'41" west having a radius of 50.00 feet, an arc distance of 78.54 feet, through a central angle of 90 °00'00 Thence south 01 °13'41' west a distance of 255.00 feet; Thence north 88 °46' 19" west a distance of 48.00 feet; Thence north 01 °13'41" east a distance of 255 feet; Thence along a curve to the left, having a radius of 50.00 feet, an arc distance of 78.54 feet, through a central angle of 90 °00'00; Thence south 88°46'19" east a distance of 148.00 feet to the point of beginning. Page 17 of 19 EXHIBIT D TEMPORARY WORK AREA EASEMENT That portion of Government Lot 4 in Section 36, Township 23 North, Range 4 East, W.M., in King County Washington, described as follows: Beginning at the northwest corner of said section 36; Thence south 01 °19'01" west along the west line of said section 36 a distance of 1,320.01 feet to the northwest corner of said Government Lot 4; Thence south 88 °04'53" east along the centerline of South 180 Street, a distance of 381.81 feet; Thence south O1 °55'07" west a distance of 341.00 feet to the north line of property conveyed to David R. Bolger by deed recorded under Recording Number 7606290589 and the True Point of Beginning; Thence north 01 °55'07" east a distance of 100 feet to the south line of property described in Recording Number 6356645; Thence south 88 °04'53" east along said south line 353.52 feet more or less, to the easterly boundary of said Government Lot 4; Thence southerly along said easterly boundary, to the northeast corner of said Bolger property; Thence north 88 °04'53" west along said northerly line of the Bolger property, a distance of 376.00 feet, more or less to the True Point of Beginning. Excepting therefrom, the north 20 feet. Page 18 of 19 Tukwila 205: Site 3 Easements Temporary Staging and Work Area Easement Permanent Levee Easement Permanent Access Easement Parcel Boundaries Immwr 4 7S 0 75 150 Feet 3623049095 3623049094 i EXHIBIT E r Page 19 of 19 3623049079 Recording Requested By And When Recorded Mail To: The City of Tukwila Department of Public Works 6300 Southcenter Blvd, Suite 100 Tukwila, Washington 98188 Attn: Ryan Larson 1. Grant of Easements RECITALS AGREEMENT CONFORMED COPY EASEMENT AGREEMENT 20080604000332 WLR -ONRP EAS 0.00 PAGE001 OF 013 06/04/2008 09:46 KING COUNTY, UA Grantor(s): La Pianta LLC, a Washington Limited Liability Company Grantee(s): The City of Tukwila, a municipal corporation of the State of Washington, and The King County Flood Control Zone District, a quasi municipal corporation of the State of Washington Legal Description (abbreviated): Ptn. of Lot 4, BLA 93 -0085, Recording No. 9311301961; Parcel B, BLA L99 -0008, Recording No. 9906099010; and Parcels A, D E, BLA L02 -029, Recording No. 20021007900001 Additional legal description on page 10, hereinafter called Exhibit A. Assessor's Tax Parcel ID 3523049015, 3523049018, 3523049019, and 3523049121 Project: Tukwila -205 Levee THIS EASEMENT AGREEMENT (this "Agreement is made as of the 30 day of tffi A 4 2008, by and among La Pianta LLC, a Washington limited liability company, hereinafter called "Grantor and The City of Tukwila, a municipal corporation of the State of Washington, and The King County Flood Control Zone District, a quasi municipal corporation of the State of Washington, each hereinafter called a Grantee and both hereinafter collectively called "Grantees A. Grantees have certain legal responsibilities with respect to the repair, maintenance and reconstruction of the Tukwila 205 Flood Control Project located in the City of Tukwila, Washington (the "Project"). B. Grantor owns certain real property located adjacent to the Project. C. The parties desire to enter into an agreement to create certain easements for the inspection, repair, maintenance and reconstruction of the Project as described and subject to the terms and conditions set forth below. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: Grantor hereby grants and conveys to the Grantees, their successors and assigns easements (the "Easements subject to the terms and conditions set forth in this Agreement, under, over and upon those limited portions of the real property described in Exhibit A (the "Property") which are more particularly described in Exhibits B, C, and D attached hereto and by this reference made a part hereof, situated in King County, Washington, all for the specific and limited purposes set forth below: EASEMENT PAGE 1 99999- 2033/LEGAL14316665.] 1. Flood Protection Easement. A perpetual right and easement in favor of Grantees in the land described in Exhibit B to construct, maintain, repair, operate, patrol and replace a flood control structure, including all appurtenances thereto ("Flood Protection Easement reserving, however, to Grantor, its successors and assigns, all such rights and privileges as may be used without interfering with or abridging the rights and easement hereby acquired. 2. Access Road Easement. A perpetual easement and right of -way in favor of the Grantees for ingress and egress for the sole purposes of inspection, repair and maintenance of the Flood Control Project in, on, over and across the land described in Exhibit C (the "Access Road Easement together with the right to trim, cut, fell, and remove therefrom all trees, underbrush, and other vegetation, obstructions, structures, or obstacles within the limits of the easement and right -of -way; reserving however, to Grantor, its successors and assigns, all such rights and privileges as may be used without interfering with or abridging the rights and easement hereby acquired; this grant of easement being subject, however, to all easements, reservations, covenants, conditions and restrictions of record. Grantees acknowledge that the Access Road Easement Area, as described in (b) below, is currently paved to within a few feet of the Flood Control Project and is used for ingress and egress for nearby commercial buildings. Accordingly, Grantees and their employees, contractors and agents, shall not park vehicles or store equipment on the Access Road Easement Area. (a) Grantor reserves the right to relocate the Access Road Easement from time to time so long as the substituted site is of reasonably comparable size and is suitable for the purposes of this easement. (b) Except in cases of emergency, Grantees shall give written notice to Grantor of its intent to enter onto the Access Road Easement Area (as that term is defined below) no less than forty -eight (48) hours prior to each entry in order to allow Grantor sufficient time to remove any vehicles and other property of Grantor or its tenants that may be present within the easement area. In cases of emergency Grantees shall give such notice as may be reasonable under the circumstances. (c) The Access Road Easement shall be located in the area of land described and depicted in Exhibit C (the "Access Road Easement Area (d) Promptly after the exercise of this right to enter onto and use the Access Road Easement, Grantees, and each of them, and their respective employees, contractors and agents, shall restore the surface of the Access Road Easement to the condition existing prior to the entry, shall repair any damage occasioned by its or their entry onto and use of the Easement, and shall leave the Access Road Easement Area in good, neat, clean and safe condition. 3. Temporary Work Area Easement. A temporary easement and right of way in favor of Grantees in, on, over and across the land described in Exhibit D from the date of this Easement Agreement through December 31, 2008, which date may be extended as mutually agreed to by the parties to allow completion of the levee rehabilitation repair construction for Project Job No. GRE -3 -07, for the purpose of a work area (the "Temporary Work Area Easement including the right to EASEMENT PAGE 2 99999- 2033/LE0AL14316665.1 temporarily stockpile fill and waste material thereon, move, store and remove equipment and supplies, erect and remove temporary structures on the land and to perform any other work necessary and incident to the construction of improvements to the Flood Control Project, together with the right to trim, cut, fell, and remove therefrom all underbrush, obstructions, structures, or obstacles within the limits of the Temporary Work Area Easement excepting, however, trees, which Grantees shall not disturb, injure, move, remove or damage; reserving however, to Grantor, its successors and assigns, all such rights and privileges as may be used without interfering with or abridging the rights and easement hereby acquired; this grant of easement being subject, however, to all easements, reservations, covenants, conditions and restrictions of record. (a) The Temporary Work Area Easement shall be located in the area of land described in Exhibit D (the 'Temporary Easement Area Grantees shall maintain the Temporary Easement Area in good, neat, clean and safe condition. (b) Promptly after the exercise of this right to enter onto and use the Temporary Work Area Easement, Grantees, and each of them, and their respective employees, contractors and agents, shall remove all stockpiled material and all equipment and personal property of Grantees, or either of them, and of their respective employees, contractors and agents, clean the surface of the Temporary Work Area Easement of any waste, restore the surface of the Temporary Work Area Easement to the condition existing prior to the entry, and repair any damage occasioned by its or their entry onto and use of the Easement. 2. Security for Road Access Easement No later than December 31, 2008, Grantees shall place and install locked bollards across the Road Access Easement at the toe of the Flood Control Project where it meets the Road Access Easement Area, and, if the Road Access Easement is relocated, shall promptly place and install locked bollards at the same relative location in the new Road Access Easement Area. Immediately upon installation of the bollards, Grantees shall provide to Grantor a key or combination to open the bollards, and shall ensure that Grantor has one or more keys, and /or an accurate combination or combinations, at all times so that Grantor has the ability at all times to open the bollards. The bollards shall be reasonably designed and placed so as to minimize any interference with use of the Road Access Easement Area by Grantor and its tenants. 3. No Rights Created in Public Nothing in this grant shall be deemed to be to be a gift or dedication of land to the public, or a grant of access to the general public or for recreational uses. The scope of this grant is expressly limited to Grantees, for their use and for the use of their employees and contractors, for the limited purposes described in this Agreement. 4. Grantees' indemnification of Grantor Grantees, and each of them, and their respective successors and assigns, shall protect, indemnify, defend and hold Grantor, and its successors and assigns, harmless from and against any and all loss, costs, claims, suits, liabilities, causes of action and expenses of any kind or nature (including reasonable attorneys' fees) arising out of, related to, or incurred by reason of the exercise of the easement rights EASEMENT PAGE 99999- 2033/LE0AL14316665.1 granted hereunder. Without limiting the generality of the foregoing, Grantees, and each of them, shall protect, indemnify, defend, and hold harmless Grantor, and its successors and assigns, from and against any and all loss, costs, claims, suits, liabilities, causes of action and expenses of any kind or nature (including reasonable attorneys' fees) arising out of, related to, resulting from or incurred by reason of or based upon, the release onto or from Grantor's property by Grantees, or either of them, or any of their respective employees, agents, contractors and /or licensees, of any hazardous or toxic materials or substances, or the violation by any such party of any law or laws regulating the handling, treatment, storage, disposal, release, or transport of any hazardous or toxic materials or substances. 5. Insurance Each Grantee shall maintain and keep in full force and effect a policy of general liability insurance in an amount not less than One Million Dollars per occurrence, and shall provide Grantor with a certificate of insurance or self insurance from time to time upon Grantor's request, and will name Grantor, its successors and assigns as Additional Insureds in the event one or both of the Grantees should choose not to self- insure. Each Grantee may self insure its obligations hereunder. Except to the extent of any gross negligence on the part of Grantor, each Grantee shall indemnify and hold Grantor, its successors and assigns harmless from all claims, damages or causes of action, including attorneys' fees and court costs, arising from that Grantee's use of the Easements. 6. Binding on Successors and Assigns; Limited Right to Assign The rights, conditions, covenants and provisions contained in this Agreement shall inure to the benefit of and be binding on the parties hereto and their respective heirs, administrators, executors, successors and assigns and shall run with the land. Grantees and each of them shall have the right to assign their rights and interests under this Agreement to any one or more governmental entities that are created and then existing under the laws of the State of Washington that have legal responsibilities in connection with the inspection, maintenance, repair, rehabilitation and replacement of the Flood Control Project. 7. Eminent Domain If any part of any easement area is taken by any governmental agency in the exercise of its power of eminent domain, the award granted under such proceedings, or any settlement in lieu thereof, for the taking of such property shall be wholly payable to Grantor. If less than all of the easement area is taken, the easement granted herein shall continue in full force and effect with respect to the portion of the easement area not taken. If all of any easement area is taken, the easement granted herein shall terminate and the obligations hereunder of Grantor and Grantee shall automatically cease and terminate as to that easement area when possession is transferred to the condemning agency except with respect to any obligations with respect to events occurring prior to the termination of the easement. 8. Grantor's Reserved Use Notwithstanding anything in this Agreement to the contrary, Grantor reserves the right to engage in any uses that are compatible with the full enjoyment by Grantees of the rights granted in this Agreement. 9. Miscellaneous (a) In the event of any action or arbitration by any party to this Agreement for breach of or to enforce any provisions or rights hereunder, the reasonable costs and expenses incurred by the substantially prevailing party in such action, including, EASEMENT PAGE 4 99999 2033/LEGAL14316665.1 but not limited to, such substantially prevailing party's reasonable attorneys' fees, shall be paid by the other party or parties to such action or arbitration. (b) Neither this Agreement nor any acts of any party shall be deemed or construed by the parties hereto, or any of them, or by any third person, to create the relationship of principal and agent, or of partnership, or of joint venture, or of any association. (c) Any modification, waiver, amendment, discharge or change of this Agreement shall be valid only if the same is in writing and signed and acknowledged by all of the parties, and an original thereof is recorded in the real property records of King County, Washington. (d) In the event any term, covenant, condition, provision, or easement contained in this Agreement is held to be invalid, voided or otherwise unenforceable, by any court of competent jurisdiction, such holding shall in no way affect the validity or enforceability of any other term, covenant, condition, provision, or easement contained in this Agreement. (e) Paragraph captions are inserted as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or any of its provisions. 10. Completion of Agreement This Agreement shall not be binding on Grantor until (i) it has been executed and acknowledged by all parties, and (ii) a copy of the fully executed and acknowledged Agreement has been delivered to Grantor. EASEMENT PAGE 5 99999- 2033/LE0AL14316665. Entered into as of the day and year first above written. GRANTOR: LA PIANTA LLC, a Washington limited liability company EASEMENT 99999- 2033(LEGAL 14316665.1 8y: Metro Land Developrflent, Inc. Its: Manager By: Mark A. Segale, i'e President GRANTEE: THE CITY OF TUKWILA, a municipal corporation of the State of Washington Name: Title: GRANTEE: DISTRICT KING COUNTY FLOOD CONTROL ZONE a quasi municipal corporation By: Acting pursuant to Resolution No. FCZD2008 -01.2 of said Grantee of Kino County PAGE 6 STATE OF WASHINGTON ss. COUNTY OF KING On this 30day of May, 2008, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared Mark A. Segale to me known to be the person who signed as Vice President of the Manager of La Pianta LLC, a 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 Limited Liability Company for the uses and purposes therein mentioned, and on oath stated that he /she was duly elected, qualified and acting as said officer of the corporation, and that he /she 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 official seal the day and year first above written. SUSAN A. THOMAS Notary Public State of Washington My Commission Expires May 01, 2010 EASEMENT 99999 -2033 /LEGAL 14316665.1 Print I e• Sal .4 4. '!jfrsnr.9S Notary Public Xi for the State of Washington, residing at: u2of My commission expires: /�bJO f PAGE 7 STATE OF WASHINGTON ss. COUNTY OF KING On this 3O of I'll a-k-f 2008, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared 'T't m H-Q 1m to me known to be the person who signed as f-the City of Tukwila, a municipal corporation of the State of Washington, 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 KC- was duly elected, qualified and acting as said officer of the corporation, that h 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 official seal the day and year first above written. EASEMENT 99999 20331LEGAL14316665.1 &a-AA- 0 CU- Mherl• i d Print Name:OaIL ,4 "A-(m loe„-■ Notary Public in and for the State of Washington, residing at: Ma it rvl cL. My commission expires: la 11 PAGES STATE OF WASHINGTON ss. COUNTY OF KING I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he is authorized to execute the instrument and acknowledged it as the of King County, acting on behalf of the King County Flood Control Zone District pursuant to Resolution FCZD2008 -01.2 of said District to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. Dated: EASEMENT 99999 -2033 /LEGAL 14316665.1 Print Name: Notary Public in and for the State of Washington, residing at: My appointment expires: PAGE 9 EXHIBIT A UNDERLYING PROPERTY PARCEL(S) LEGAL DESCRIPTION Lot 4 as shown on Boundary Line Adjustment No. 93 -0085 recorded under recording number 9311301961. Also, Parcels A, D and E shown on Boundary Line Adjustment No. L02 -029, recorded under recording number 20021007900001. Also, Parcel B shown on Boundary Line Adjustment No. L99 -0008, recorded under recording number 9906099010. EASEMENT 99999 20331LEGAL14316665.1 PAGE 10 EXHIBIT B FLOOD CONTROL EASEMENT AREA LEGAL DESCRIPTION ALL THOSE PORTIONS OF LAND DESCRIBED AS LOT 4 AS SHOWN ON BOUNDARY LINE ADJUSTMENT NO. 93-0085 RECORDED UNDER KING COUNTY AUDITOR'S FILE NO. 9311301961, AND LAND DESCRIBED AS PARCEL "D" ON BOUNDARY LINE ADJUSTMENT NO. L02 -029, RECORDED UNDER KING COUNTY AUDITOR'S FILE NO. 20021007900001, LYING WESTERLY OF THE ORDINARY HIGH WATER MARK ON THE LEFT BANK OF THE GREEN RIVER AND EASTERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT THE NORTHEASTERLY CORNER OF THE AFOREMENTIONED LOT 4; THENCE WESTERLY ALONG THE NORTH LINE OF SAID LOT 4 ALONG A CURVE CONCAVE TO THE NORTH THE RADIAL CENTER OF WHICH BEARS NORTH 20° 20'04'WEST A DISTANCE OF 336.00 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 00° 44'43" AN ARC LENGTH OF 4.37 FEET; THENCE LEAVING SAID NORTH LINE SOUTH 53° 36'41"WEST 91.03 FEET TO A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 27.83 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 23° 59'08" AN ARC LENGTH OF 11.65 FEET; THENCE SOUTH 29° 37'33 "WEST 91.54 FEET TO A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 117.83 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 05° 31'44 AN ARC LENGTH OF 11.73 FEET; THENCE SOUTH 24° 05'49"WEST 88.46 FEET; THENCE SOUTH 22° 34'48"WEST 71.63 FEET; THENCE SOUTH 18° 39'07 "WEST 97.03 FEET TO A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 37.83 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 21° 09'15" AN ARC LENGTH OF 13.97 FEET; THENCE SOUTH 02° 30'07 "EAST 59.72 FEET; THENCE SOUTH 01° 02'09 "EAST 103.01 FEET TO A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 102.17 FEET; THENCE ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 05° 28'08" AN ARC LENGTH OF 9.75 FEET; THENCE SOUTH 04° 25'59"WEST 166.45 FEET; THENCE SOUTH 02° 54'29"WEST 84.06 FEET; THENCE SOUTH 05° 08'41'WEST 253.64 FEET, MORE OR LESS, TO INTERSECT THE EASTERLY BOUNDARY OF THE AFOREMENTIONED LOT 4, AND BEING THE TERMINUS OF THIS LINE. ALL SITUATE IN THE EAST HALF OF SECTION 35, TOWNSHIP 23 NORTH, RANGE 4 EAST OF THE W.M., CITY OF TUKWILA, KING COUNTY, WASHINGTON. EASEMENT PAGE 11 99994- 2033/LEGAL 14316665.1 EXHIBIT B FLOOD CONTROL EASEMENT AREA SITE DEPICTION EXHIBIT C ACCESS ROAD EASEMENT AREA LEGAL DESCRIPTION AN INGRESS AND EGRESS EASEMENT OVER SEGALE PARK DRIVE "A" AS SHOWN ON CITY OF TUKWILA BOUNDARY LINE ADJUSTMENT AS RECORDED UNDER KING COUNTY RECORDERS NO. 9906099010 AND ITS EXTENSION SOUTHERLY TO INTERSECT THE SOUTH LINE OF PARCEL "A" OF TUKWILA BOUNDARY LINE ADJUSTMENT AS RECORDED UNDER KING COUNTY RECORDERS NO. 20021007900001. ALSO A 20 FOOT WIDE INGRESS AND EGRESS EASEMENT OVER A PORTION OF PARCELS "D" AND "E" OF CITY OF TUKWILA BOUNDARY LINE ADJUSTMENT AS RECORDED UNDER KING COUNTY RECORDERS NO. 20021007900001 AND OVER A PORTION OF PARCEL "B" OF CITY OF TUKWILA BOUNDARY LINE ADJUSTMENT AS RECORDED UNDER KING COUNTY RECORDERS NO. 9906099010, SAID 20 FOOT WIDE EASEMENT BEING DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHWEST CORNER OF THE AFOREMENTIONED PARCEL "E THENCE SOUTH 66° 31'27 "EAST ALONG THE NORTH LINE OF SAID PARCEL "E" A DISTANCE OF 992.96 FEET TO AN ANGLE POINT ON SAID NORTH LINE, ALSO BEING THE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE SOUTH 54° 15'07 "EAST 207.68 FEET; THENCE SOUTH 66° 34'09 "EAST 87.00 FEET; THENCE NORTH 23° 25'51 "EAST 20.00 FEET; THENCE NORTH 66° 34'09"WEST 84.84 FEET; THENCE NORTH 54° 15'07'WEST 207.80 FEET TO THE EAST LINE OF PARCEL "A" OF SAID BOUNDARY LINE ADJUSTMENT AS RECORDED UNDER KING COUNTY RECORDERS NO. 20021007900001; THENCE SOUTH 29° 14'17'WEST ALONG SAID EAST LINE 20.13 FEET TO THE POINT OF BEGINNING. EASEMENT PAGE 13 99999- 2033/LEGAL 14316665.1 EASEMENT 99999- 2033/LEGAL143166 EXHIBIT Cn ACCESS ROAD EASEMENT SOUTH 180th STREET Nmr PAGE 14 EXHIBIT D WOR AREA EASE TEMPORARY DEPICTION EXHIBIT 0 5O lBqth STREET Tr; BASEME 00p1.143 PA 1 5