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Final - Project ReviewWheiz Recorded, Return to TAHOMA TERRA, L.L.C. CEO FIRST AMENDMENT TO SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THE TAHOMA MEADOW NEIGHBORHOOD (Inclusion of Phase 1, Division 2) Grantor: TTPH 1-2, LLC Grantee: PLAT OF TAHOMA TERRA PHASE 1, DIVISION 2 Legal Description PORTION OF THE SOUTHWEST QUARTER OF (abbreviated): SECTION 24, TOWNSHIP 17 NORTH, RANGE 1 EAST, W.M. THURSTON COUNTY, WASHINGTON ^ Additional on: Exhibit A Assessor's Tax Parcel ID #: 7864000005 Reference Nos. of Related Documents: 3830704, 3830705, First Amendment to Tahorna Meadow Neighborhood Su 3894276 Page 1 of 5 01/10/20D7 02 41 PM Covenant Thurston County Washington TRHOMR TERRR I IIIII~I III IIIIII IIII ~IIIII IIII IIIIIII IIIIlI IIII III VIII IIII VIII IIII VIII IIII IIII FIRST AMENDMENT TO SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THE TAHOMA MEADOW NEIGHBORHOOD (Inclusion of Phase 1, Division 2) THIS FIRST AMENDMENT TO SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR THE TAHOMA MEADOW NEIGHBORHOOD ("Amendment") is made this ~a ~~j day of -,~-,w,4 /~ , 2007, by TTPH 1-2, LLC, a Washington limited liability company ("Declarant"). RECITALS A. Tahoma Terra is a master planned community located m the City of Yelm, Thurston County, Washington. B. Pursuant to a Declaration of Covenants, Conditions and Restrictions for Tahoma Terra Residential Property recorded under Thurston County Recording No. 3830704, as supplemented and amended from time to time ("Residential Declaration"), Declarant has provided for the development, administration, maintenance and preservation of the residential property that is a component of the Tahoma Terra master planned community. C. Portions of the Residential Community are subject to the terms and conditions of that certain Supplemental Declaration of Covenants, Conditions and Restrictions for Tahoma Meadow Neighborhood recorded under Thurston County Recording No. 3830705, as supplemented and amended from time to time ("Tahoma Meadow Neighborhood Declaration"). D. Declarant desires to record this Amendment in order to subject the property legally described on Exhibit A attached ("Additional Real Property") to the provisions of (a) the Residential Declaration and (b) the Tahoma Meadow Neighborhood Declaration. E. Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Tahoma Meadow Neighborhood Declaration. First Amendment to Tahoma Meadow Neighborhood Supplemental CCRs page I 3894276 Page 2 of 5 01/1©/2©07 02 41 PM Covenant Thurston County Washington TgHOMq TERRR 1111111 III 111111 IIII 111111 IIII 1111111111111 IIII IIII IIIII IIIII IIIII VIII VIII IIII 1111 Article 1. Property Subject to Residential Declaration The Additional Real Property qualifies under Article 9, Section 9.1 of the Residential Declaration as property which maybe subjected to the terms thereof. Accordingly Declarant, as the owner of the Additional Real Property, hereby subjects the Additional Real Property to the provisions of the Residential Declaration. Article 2. Property Subject to Tahoma Meadow Neighborhood Declaration The Additional Real Property qualifies under Article 1, Section 1.3 of the Tahoma Meadow Neighborhood Declaration as property which maybe subjected to the terms thereof. Accordingly Declarant, as the owner of the Additional Real Property, hereby subjects the Additional Real Property to the provisions of the Tahoma Meadow Neighborhood Declaration. Article 3. Binding Effect; Effective Date. The Additional Real Property shall be owned, conveyed and used subject to all of the provisions of this Amendment which shall run with title to such property. This Amendment shall be binding upon all persons having any right, title or interest in any portion of the Property, their heirs, successors, successors-in-title and assigns, and this Amendment shall be effective on the date that it is recorded in the Thurston County Recorder's Office. In Witness Whereof, the undersigned Declarant has executed this Amendment as of the date and year first written above. TTPH 1-2, LLC, a Washington limited liability company By _ '~-- > t /~ ~9 ~-'9-~r~.42 First Amendment to Tahoma Meadow Neighborhood Supplemental CCRs page 2 3894276 Page 3 of 5 01/10/2007 02 41 PM Covenant Thurston County Washington TRHOMR TERRR I IIIIIII III IIIIII IIII IIIIII IIII IIIIIII IIIIII IIII IIII VIII VIII VIII VIII VIII IIII IIII STATE OF WASHINGTON ss. COUNTY OF ~ u~'6~~ On this day personally appeared before me ~< ~OG•nr1 , to me known to be the av~,,v,~;t of TTPH 1-2, L C, the Washington limited liability company that executed t e foregoing instrument, and acknowledged such instrument to be the free and voluntary act and deed of such limited liability company, for the uses and purposes therein mentioned, and on oath stated that s/he was duly authorized to execute such instrument. ,~ GIVEN UNDER MY HAND AND OFFICIAL SEAL this ~~ day of .Jct ~ , 2007. ``~oa~~\\\109111 ~y / ,, ~~ ~~~®111 `~ ~ ;~~~/~-'~ ~`~ ~~~ UT~~-p~4~~~"~~i~ Printed ~ame c C~- ~' ~ •Am~ ~ NOTARY Pu_ BL~c m and fort e State of Washington, sU ~ _ -Y ~ - ~; ~ residing at ~~<Z ~~,~ ~Ln~ `G ~~ My Comnussion Expires "~ i Farst Amendment to Tahorna Meadow Neighborhood Supplemental CCRs page 3 3894276 Page 4 of 5 ©1/10!2007 D2 41 PM Covenant Thurston County Washington TRHOMR TERRR I IIIIIII III IIIIII IIII IIIIII IIII IIIIIII IIIIII IIII IIII VIII VIII VIII VIII VIII IIII IIII EXHIBIT A LAND SUBJECT TO INCLUSION Tract 2 of City of Yelm Plat of Tahoma Terra Phase 1, Division 1, according to Plat recorded May 10, 2006 under recording No. 3830707, in Thurston County, Washington. Also described as: Lots 90 through 215 and Tracts L through S of Tahoma Terra Phase 1, Division 2, according to the plat thereof recorded at Thurston County Auditor's File No. 3 8 `~- ~ Z7 7 ,records of Thurston County, Washington. Ftrst Amendrnent to Tahwna Meadow Neighborhood Sup 3894276 Page 5 of 5 01/10/2©D7 02 41 PM Covenant Thurston County Washington TRHOMR TERRR I IIIIIII III IIIIII IIII IIIIII IIII IIIIIII IIIIII IIII IIII (IIII VIII VIII VIII VIII IIII IIII When Recorded, Return to TAHOMA TERRA, L.L.C. CEO SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR TAHOMA TERRA RESIDENTIAL PROPERTY (Correct Identification of Declarant) Grantor: TTPH 1-2. LLC Grantee: PLAT OF TAHOMA TERRA PHASE 1, DIVISION 2 Legal Description PORTION OF THE SOUTHWEST QUARTER OF (abbreviated): SECTION 24, TOWNSHIP 17 NORTH, RANGE 1 EAST, W.M. THURSTON COUNTY, WASHINGTON ^ Additional on: Exhibit A Assessor's Tax Parcel ID #: 7864000005 Reference Nos. of Related Documents: 3830704,3830705,3830706 First Amendment to Tahoma Meadow Neighborhood 3894275 Page 1 of 4 01/1©12007 02 41 PM Covenant Thurston County Washington TAHOMR TERRR I IIiIIII III IIIIII IIII IIIIII Ilil IIIIIII IIIIII IIII IIII VIII VIII VIII VIII VIII IIII IIII SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR TAHOMA TERRA RESIDENTIAL PROPERTY (Correct Identification of Declarant) THIS SUPPLEMENTAL DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR TAHOMA TERRA RESIDENTIAL PROPERTY ("Supplemental Declaration") is made this ~a~ day of 7,4,w„4R.~/ , 2007, by TTPH 1-2, LLC, a Washington limited liability company ("Declara "). RECITALS A. Tahoma Terra is a master planned community located in the City of Yelm, Thurston County, Washington. B. Pursuant to a Declaration of Covenants, Conditions and Restrictions for Tahoma Terra Residential Property recorded under Thurston County Recording No. 3830704, as supplemented and amended from time to time ("Residential Declaration"), Declarant has provided for the development, administration, maintenance and preservation of the residential property that is a component of the Tahoma Terra master planned community. C. The Residential Declaration and certain supplemental declarations were executed and recorded by Tahoma Terra, L.L.C., a Washington limited liability company, which is Declarant's parent company ("Parent"), even though Parent was not the fee owner of the property subjected thereto. D. Declarant wishes to record this Supplemental Declaration in order to evidence its consent to and joinder in the execution and recording of the Residential Declaration and those certain supplemental declarations. E. Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Residential Declaration. First Amendment to Tahoma Meadow Neighborhood Sc 3894275 Page 2 of 4 01!1012007 02 41 PM Covenant Thurston County Washington TAHOMA TERRR I III~III III I~~III IIII IIIIII IIII IIIIIII IIIIII IIII IIII VIII VIII VIII VIII VIII IIII IIII Article 1. Consent and Joinder. Declarant acknowledges that Tahoma Terra, L.L.C., a Washington limited liability company and Declarant's parent company ("Parent"), executed and recorded the Residential Declaration; the Supplemental Declaration of Covenants, Conditions and Restrictions for the Tahoma Meadow Neighborhood recorded under Thurston County Recording No. 3830705; and the Supplemental Declaration of Covenants, Conditions and Restrictions for Tahoma Terra Residential Property (City of Yelm Required Maintenance) recorded under Thurston County Recording No. 3830706 (collectively, "Recorded Declarations"), even though it was not the owner of the Residential Property subjected to the terms thereof. Declarant hereby consents to the execution and recording of the Recorded Declarations by its Parent, and by its execution and recording of this Supplemental Declaration, Declarant hereby joins in the execution of the Recorded Declarations as if it had executed and recorded the Recorded Declarations in the first instance. Article 2. Effective Date. This Amendment shall be binding upon all persons having any right, title or interest in any portion of the Property, their heirs, successors, successors-in-title and assigns, and this Amendment shall be effective on the date that it is recorded in the Thurston County Recorder's Office. In Witness Whereof, the undersigned Declarant has executed this Amendment as of the date and year first written above. TTPH 1-2, LLC, a Washington limited liability company Y 3894275 Page 3 of 4 First Ame~zdment to Tahoma Meadow Neighborhood o1 r ioi2oo~ 02 4~ aM covenant Thurston County Washington TRHOMR TERRR I III~lII III I~~lil IIII IIIIII IIII Ilillll IIIIII IIII IIII (IIII VIII VIII VIII (IIII IIII IIII STATE OF WASHINGTON ss. COUNTY OF ~ u~ , On this day personally appeared before me y~c~~ ~~.~ , to me known to be the ~V~C~~ of TTPH 1-2, LLC; he Washington limited liability company that executed e foregoing instrument, and acknowledged such instrument to be the free and voluntary act and deed of such limited liability company, for the uses and purposes therein mentioned, and on oath stated that s/he was duly authorized to execute such instrument. GIVEN UNDER MY HAND AND OFFICIAL. SEAL th1S ~ day of uV1 , 2007. ~' ~:'~'~,a`"~~s"'y~'A'~Z'/~~~ Printed ame ~ ~ f' zcs ` ~% NOTARY P IC m and for the State of Washington, :- s c., ~ ~ _=~,~ residing at ~~C..L c ~~i cP^%~ Ci~1.~ O. My Commission Expires I Q I t+~~~~`\iwAS~~~`~ First Amendment to Tahoma Meadow Neighborhood 3894275 Page 4 of 4 O1 /10/2007 02 41 PM Covenant Thurston County Washington TRHOMR TERRA 1111811 III 111111 IIII 111111 IIII 1111111111111 IIII IIII IIIII IIIII IIIII IIIII IIIII IIII IIII When Recorded, Return to TAHOMA TERRA, L.L.C. CEO Thurston County Treasw'er Real Estate Excise Tax paid -- eputy B SUPPLEMENTAL DECLARATION OF EASEMENTS AND COVENANT TO SHARE COSTS FOR TAHOMA TERRA (Inclusion of Phase 1, Division 2) Grantor: TTPH 1-2, LLC Grantee: PLAT OF TAHOMA TERRA PHASE 1, DIVISION 2 Legal Description PORTION OF THE SOUTHWEST QUARTER OF (abbreviated): SECTION 24, TOWNSHIP 17 NORTH, RANGE 1 EAST, W.M. THURSTON COUNTY, WASHINGTON ^ Additional on: Exhibit A Assessor's Tax Parcel ID #: 7864000005 Reference Nos. of Related Documents: 3830702,3830703 3894274 Page 1 of 5 ©1/10/20D7 02 41 PM Covenant Thurston County Washington TRHOMA TERRR 11111111 III 111111 IIII 111111 IIII 1111111111111 IIII IIII IIIII IIIII IIIII IIIII IIIII IIII IIII 3894273 Page 1 of 5 01l10/20D7 02 41 PM Easement Thurston County Washington TRHOMR TERRR 1111111 III 111111 IIBI 111111 IIII 1111111111111 IIII IIII IIIII IIIII IIIII IIIII IIIII IIII IIII SUPPLEMENTAL DECLARATION OF EASEMENTS AND COVENANT TO SHARE COSTS FOR TAHOMA TERRA (Inclusion of Phase 1, Division 2) THIS SUPPLEMENTAL DECLARATION OF EASEMENTS AND COVENANT TO SHARE COSTS FOR TAHOMA TERRA ("Supplemental Declaration") is made this ~ day of ~-~ti~~~Ar?- , 2007, by TTPH 1-2, LLC, a Washington limited liability company ("Declarant"). RECITALS A. Tahoma Terra is a master planned community located in the City of Yelm, Thurston County, Washington. B. Certain residential property ("Residential Property") in the Tahoma Terra master planned community is subject to the terms and conditions of that certain Declaration of Covenants, Conditions and Restrictions for Tahoma Terra Residential Property recorded under Thurston County Recording No. 3830704, as amended and supplemented from time to time ("Residential Declaration"). C. Pursuant to a Declaration of Easements and Covenant to Share Costs for Tahoma Terra recorded under Thurston County Recording Nos. 3830702 and 3830703 ("Covenant to Share Costs"), Declarant has provided for the maintenance and operation of certain property which benefits the owners of both the Residential Property and commercial property in the Tahoma Terra master planned community. D. The Covenant to Share Costs permits additional property to be subjected thereto so long as such property is subject to the Residential Declaration. The Residential Property legally described on Exhibit A attached ("Additional Real Property") is subject to the Residential Declaration. E. Declarant desires to record this Supplemental Declaration in order to subject the Additional Real Property to the provisions of the Covenant to Share Costs. F. Capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Covenant to Share Costs. Tahoma Tee°ra Covenant to Share Costs Supplerne~ztal Declm~atron Page I 3894274 Page 2 of 5 3894273 Page 2 of 5 01/1©2007 D2 41 PM Covenant ~1l1~/2007 02 41 PM Easement Thurston County Washington Thurston County Washington TRHOMR TERRR TRHOMR TERRR Article 1. Property Subject to Supplemental Declaration. The Additional Real Property qualifies under Article 2, definition number 2.15 of the Covenant to Share Costs as property to be added to the definition of Residential Property. Accordingly Declarant, as the owner of the Additional Real Property, hereby subjects the Additional Real Property to the provisions of the Covenant to Share Costs. Article 2. Binding Effect; Effective Date. The Additional Real Property shall be owned, conveyed and used subject to all of the provisions of this Supplemental Declaration which shall run with title to such property. This Supplemental Declaration shall be binding upon all persons having any right, title or interest in any portion of the Property, their heirs, successors, successors-in- title and assigns. This Supplemental Declaration shall be effective on the date that it is recorded in the Thurston County Recorder's Office. Article 3. Consent and Joinder. Declarant acknowledges that Tahoma Terra, L.L.C., a Washington limited liability company and Declarant's parent company ("Parent"), executed and recorded the Covenant to Share Costs even though it was not the fee owner of the Residential Property subjected to the terms thereof. Declarant hereby consents to the execution and recording of the Covenant to Share Costs by its Parent, and by its execution and recording of this Supplemental Declaration, Declarant hereby joins in the execution of the Covenant to Share Costs as if it had executed and recorded the Covenant to Share Costs in the first instance. In Witness Whereof, the undersigned Declarant has executed this Supplemental Declaration as of the date and year first written above. TTPH 1-2, LLC, a Washington limited liability company By ~~~ ~. ,~ © ~ SAS ~2 ~'/ ~zs~ Tahoma Terz•a Covenant to Share Costs Szzpplemental Declnz•atzon Page 2 3894274 Page 3 of 5 3894273 Page 3 of 5 01/10/2007 02 41 PM Covenant 01/10/2007 02 41 PM Easement Thurston County Washington Thurston County Washington TRHOMR TERRA TAHOMR TERRR 1111111111111111111111111111111111111111111111111111111111111111111111111111111111111 1111111111111111111111111111111111111111111111111111111111111111111111111111111111111 STATE OF WASHINGTON ss. COUNTY OF ~ ~S~StN\ On this day personally appeared before me ~j ~~ ~y ~ ~. , to me known to be the ~`y,. ~.L' of TTPH 1-2, LL ,the Washington limited liability company that executed the oregoing instrument, and acknowledged such instrument to be the free and voluntary act and deed of such limited liability company, for the uses and purposes therein mentioned, and on oath stated that s/he was duly authorized to execute such instrument. GIVEN UNDER MY HAND AND OFFICIAL SEAL this ~ day of y1t,,~ , 2007. \\1 ~~ ..~~`1~'LL ~~tz~~~ '' 4.s~ _:' L4t~ . ~ , /'' ~ ~ 1 \tW ~s~` /~ ~ Printed Name ~ ~. ~ NOTARY PueL-C m and for the State of Washington, residing at ~ 1 ~ r ~-~ My Commission Expires '~ Tahoma Terra Covenant to Share Costs Supplemental Declaration Pcige 3 3894273 Page 4 of 5 3894274 Page 4 of 5 ©1/lorzoo~ oz 41 PM Easement 01/10/20D7 D2 41 PM Covenant Thurston County Washington Thurston County Washington TAHOMA TERRR TAHOMA TERRA 1111111111111181111111111111111111111111111111111111111111111111111111111111111111111 I1111111III1111111111111111IIII1111111111111IIIIIIIIIIIIIIIIII IIIII11111IIIII1111IBII EXHIBIT A LAND SUBJECT TO INCLUSION Tract 2 of City of Yelm Plat of Tahoma Terra Phase 1 Division 1, according to Plat recorded May 10, 2006 under recording No. 3830707, in Thurston County, Washington. Also described as: Lots 90 through 215 and Tracts L through S of Tahoma Terra Phase 1, Division 2, according to the plat thereof recorded at Thurston County Auditor's File No. c~ ~ `~ `I Z 7`7 ,records of Thurston County, Washington. 3894274 Page 5 of 5 3894273 01/10/2007 02 41 PM Covenant - ©111©12007 02 41 PM Page 5 of 5 TRHOMRoTERRRnty Washington i Thurston County WashingtonEasement TRHOMR TERRR 1111111 III 111111 IIII 111111 IIII 1111111 111111 IIII IIII IIIII IIIII IIIII IIIII IIIII IIII IIII 1111111111111111111111111111111111111111111111111111111111111111111111111111111111111 eturn Address ity of Yelm ami Merriman O Box 479 elm, WA 98597 Document title(s) (or transactions contained therein): 1. Subdivision Guarantee Reference Number(s) of Documents assigned or released: (on page of documents(s)) Grantor(s) (Last name, first name, middle initial) 1. Tahoma Terra LLC 2. Tahoma Terra, Phase 1, Division 2 Subdivision Grantee(s) (Last name, first name, middle initial) 1. City of Yelm 2. Legal Description (abbreviated: i.e. lot, block, plat or section, township, range) A portion of the NE `/a, of the S W '/4 of S 24, T 17N, R 1 E, WM, Tract 2 of Tahoma Terra Phase 1. Assessors Property Tax ParceUAccount Number: 78640000005 3894272 Page 1 of 8 ©111012007 02 41 PM Plat Certtficate Thurston County Washtngton TRHOMR TERRR I IIIIIII III IIIIII IIII IIIIII IIII IIIIIII IIIIII IIII IIII VIII VIII VIII VIII VIII IIII IIII ~. ~+ a $ , ' ~ FirstAmerican Tit/e Insurance Company '~ ~.,,P:.~~ i`~ •': M ~ y~ ~+ #*y y~ ~1~~~ ~ ~~ [ [ ~ [ [ Bell Towne Centre 4200 6th Avenue SE, Ste 201 Lacey, WA 98503 .. a a . a Phn - (360)491-2441 __ k ~ ~a~~ Fax - (866)343-5409 Title Team (Thurston) Phone No. (360) 491-2441 Fax No. (866) 343-5409 Mitch Miller William Tiglao msmiller@firstam.com btiglao@firstam.com To: Tahoma Terra, LLC Flle No.: 4299-946877 4200 6th Ave SE Ste 301 Your Ref No.: Lacey, WA 98503-1043 Attn: Re: Property Address: To Be Determined, , WA Supplemental Report 2 Dated: January 05, 2007 at 8:00 A.M. Commitment/Pre/iminaryReport No, 4299-946877 dated as of November 21, 2006 (Including any supplements or amendments thereto) relating to the Issuance of an American Land Title Association Form Policy is hereby modified and/or supplemented as follows: 1. First Amendment to Memorandum of Agreement and the terms and conditions thereof: Between: TTPH 1-2, LLC And: The Quadrant Corporatlon Recording Informatlon: 3887451 2. First Amendment to Amended and Restated Early Entry Agreement and the terms and condltlons thereof: Between: TTPH 1-2, LLC And: The Quadrant Corporatlon Recording Informatlon: 3887452 3. Agreement Regarding Tahoma Terra Local Improvement District No. Assessments Agreement and the terms and conditions thereof: Between: TTPH 1-2, LLC and TTPH 3-8, LLC And: The Quadrant Corporation Recording Informatlon: 3889534 4. The effects of that certain Special Warranty Deed (For Water Rights) as recorded between Tahoma Terra, L.L.C.; TTPH 1-2, LLC; TTPH 3-8, LLC as Grantor and the Clty of Yelm as Grantee dated December 27, 2006 and recorded under file number 3891636. FirstAmerican Tit/e Insurance Company Page 1 0 3894272 Page 2 of 8 01110/2007 02 41 PM Plat Certificate Thurston County Washington TAHOMA TERRR IIIIIIIlIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIVIIIIIIIIIIIIIVIIIVIIIIIIIIIII Date: ]anuary 05, 2007 By: Wi/liam Tiglao, Title Officer Fde No.: 4299-946877 (WCT) 3894272 Page 3 of 8 Pdge 2 of 0111012007 D2 41 PM Plat Certificate Thurston County Washington TRHOMR TERRR I f IIIIIII III IIIIII IIII IIIIII IIII IIIIIII IIIIII IIII IIII VIII VIII VIII VIII VIII IIII IIII Form No 14 Subdivision Guarantee (4-10-75) i A M & M . ,~~~ ~i -- ,~ ~l_ ~;-. SUBDIVISION GUARANTEE LIABILITY FEE GUARANTEES Tahoma Terra, LLC 4299-946877 herein called the Assured, against loss not exceeding the liability amount stated above which the Assured shall sustain by reason of any incorrectness in the assurances set forth in Schedule A. LIABILITY EXCLUSIONS AND LIMITATIONS 1. No guarantee is given nor liability assumed with respect to the validity, legal effect or priority of any matter shown therein. 2. The Company's liability hereunder shall be limited to the amount of actual loss sustained by the Assured because of reliance upon the assurance herein set forth, but in no event shall the Company's liability exceed the liability amount set forth above. 3. This Guarantee is restricted to the use of the Assured for the purpose of providing title evidence as may be required when subdividing land pursuant to the provisions of Chapter 58.17, R.C.W., and the local regulations and ordinances adopted pursuant to said statute. It is not to be used as a basis for closing any transaction affecting title to said property. Dated: November 21, 2006 at 7:30 A.M. $ 1,000.00 Guarantee No 4299-946877 Page No 1 FirstAmerican Tit/e Insurance Company Bell Towne Centre 4200 6th Avenue SE, Ste 201 Lacey, WA 98503 Phn -(360)491-2441 Fax-(866)343-5409 ORDER NO.: $ 200.00 TAX $ 16.80 YOUR REF.: First American Title Insurance Company a Corporation, herein called the Company Subject to the Liability Exclusions and Limitations set forth below and in Schedule A. 3894272 Page 4 of 8 01/10/2007 02 41 PM Plat Certtficate Thurston County Washtngton FirstAmern TgHOMR TERRR I IIIIIII III IIIIII illl l~ilil IIII 9lillll IIllil Ilil I~9I Illli I~9II lilii VIII Ilil! IIII Ilil Form No 14 Subdivision Guarantee (4-10-75) SCHEDULE A The assurances referred to on the face page are: A. Title is vested in: TTPH 1-2, LLC, a Washington Limited Liability Company Guarantee No. 4299-946877 Page No 2 B. That according to the Company's title plant records relative to the following described real property (including those records maintained and indexed by name), there are no other documents affecting title to said real property or any porition thereof, other than those shown below under Record Matters. The following matters are excluded from the coverage of this Guarantee: 1. Unpatented Mining Claims, reservations or exceptions in patents or in acts authorizing the issuance thereof. 2. Water rights, claims or title to water. 3. Tax Deeds to the State of Washington. 4. Documents pertaining to mineral estates. DESCRIPTION: TRACT 2 OF CITY OF YELM PLAT OF TAHOMA TERRA PHASE 1, DIVISION 1, ACCORDING TO PLAT RECORDED MAY 10, 2006 UNDER RECORDING N0. 3830707, IN THURSTON COUNTY, WASHINGTON. APN: 78640000005 3894272 Page 5 of 8 01110/2007 02 41 PM Plat Certificate FirstAmei Thurston County Washington TAHOMR TERRR 1111111 III 111111 IIII 111111 IIII 1111111111111 IIII IIII IIIII IIIII IIIII IIIII IIIII IIII IIII 3894272 Page 6 of 8 01/10/2007 02 41 PN Plat Certiftcate Thurston County Washington TRHOMR TERRA I IIIIIII III IIIIII IIII IIIIII IIII IIIIIII IIIIII IIII IIII (IIII VIII VIII VIII VIII IIII IIII Form No 14 Guarantee No 4299-946877 Subdivision Guarantee (4-10-75) Page No 3 RECORD MATTERS: General Taxes for the year 2006 is paid in full. Tax Account Number for Tract 2 is/are 78640000005. Liability for Assessments for LID's under City of Yelm Ordinance No. 487 -Killian Road Formation passed on June 14, 2006. Please call Public Finance for the City of Yelm at (425) 885-1604 to inquire about payoffs, if any. Deed of Trust and Security Agreement and the terms and conditions thereof. Grantor/Trustor: TT PH 1-2, LLC, a Washington Limited Liability Company Grantee/Beneficiary: The Quadrant Corporation, a Washington Corporation Trustee: First American Title Insurance Company Amount: Recorded: Recording Information: (Includes other property) $1,500,000.00 February 07, 2005 3707563 and 3707564 4. Subordination and Intercreditor Agreement and the terms and conditions thereof: Between: The Quadrant Corporation, a Washington Corporation And: TT PH 1-2, LLC, a Washington Limited Liability Company, Steven L. Chamberlain, Douglas R. Bloom and Cindy L. Bloom, husband and wife and Homestreet Bank, a Washington State Chartered Savings Bank Recording Information: 3804061 and 3804062 5. Deed of Trust, Security Agreement, Fixture Filing and Assignment of Rents and the terms and conditions thereof. Grantor/Trustor: TTPH 1-2, LLC, a Washington Limited Liability Company Grantee/Beneficiary: Homestreet Bank, a Washington State Chartered Savings Bank Trustee: First American Title Insurance Company Amount: $8,500,000.00 Recorded: January 27, 2006 Recording Information: 3804063, 3804064, 3804065 and 3804066 (Includes other property) 6. Deed of Trust and the terms and conditions thereof. Grantor/Trustor: TTPH 1-2, LLC, a Washington Limited Liability Company Grantee/Beneficiary: Homestreet Bank, a Washington State Chartered Savings Bank Trustee: First American Title Insurance Company Amount: $50,000.00 Recorded: June 30, 2006 Recording No.: 3844967 (Includes other property) Terms, conditions, provisions and stipulations of the Operating Agreement of TTPH 1-2, LLC, a Washington Limited Liability Company According to said Agreement Steven L. Chamberlain and Douglas R. Bloom is/are the manager(s) thereof. Any amendments to said Agreement must be submitted. Any conveyance or encumbrance of the property must be executed by said manger(s) as provided for therein, subject to said amendments, if any. First American Tit/e 3894272 Page 7 of 8 01!10!2007 02 41 PM Plat Certificate Thurston County Washington TRHOMR TERRA I IIIIIII III IIIIII IIII IIIIII IIII IIIIIII IIIIII IIII IIII VIII VIII (IIII VIII VIII IIII IIII Form No 14 Guarantee No 4299-946877 Subdivision Guarantee (4-10-75) Page No . 4 8. The terms and provisions contained in the document entitled "City of Yelm Ordinance No. 607 - Utility Local Improvement District" For: City of Yelm's Wastewater Reuse Project Recorded: September 3, 1998 Recording No.: 3176833 9. Memorandum of Agreement and the terms and conditions thereof: Between: TT PH 1-2, LLC And: The Quadrant Corporation Recorded: March 17, 2005 Recording No.: 3716822 10. Easement, including terms and provisions contained therein: Recorded: July 29, 2005 Recording Information: 3753288 In Favor Of: Puget Sound Energy, Inc., a Washington corporation For: Electric transmission and/or distribution system 11. Water Right Conveyance and Right-of-Entry Agreement and the terms and conditions thereof: Between: City of Yelm And: Tahoma Terra, LLC; TT PH 1-2, LLC and TT PH 3-8, LLC, all Limited Liability Comparnes Recorded: October 24, 2005 Recording No(s).: 3778520 and 3778521 12. Amended and Restated Early Entry Agreement and the terms and conditions thereof: Between: TT PH 1-2, LLC And: The Quadrant Corporation Recorded: April 24, 2006 Recording No.: 3825770 Said agreement amends and restates instrument recorded under Recording No. 3709426. 13. The terms and provisions contained in the document entitled "Declaration of Easements and Covenant to Share Costs for Tahoma Terra" Recorded: May 11, 2006 Recording No(s).: 3830702 and 3830703 14. Covenants, conditions, restrictions and/or easements; but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, family status, or national origin to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes: Recorded: May 11, 2006 Recording No.: 3830704 15. Provisions of the articles of incorporation and by-laws of the Tahoma Terra Residential Association, and any tax, fee, assessments or charges as may be levied by said association. 16. The terms and provisions contained in the document entitled "Supplemental Declaration of Covenants, Conditions and Restrictions for the Tahoma Meadow Neighborhood" Fi~stAmencan Title Form No 14 Guarantee No 4299-946877 Subdivision Guarantee (4-10-75) Page No 5 Recorded: May 11, 2006 Recording No.: 3830705 17. The terms and provisions contained in the document entitled "Supplemental Declaration of Covenants, Conditions and Restrictions for Tahoma Terra Residential Property" Recorded: May 11, 2006 Recording No.: 3830706 18. Restrictions, conditions, dedications, notes, easements and provisions, if any, contained and/or delineated on the face of the Plat recorded under Thurston County Recording No. 3830707. 19. Easement, including terms and provisions contained therein: Recorded: July 29, 2005 Recording Information: 3753288 In Favor Of: Puget Sound Energy, Inc., a Washington corporation For: Electric transmission and/or distribution system INFORMATIONAL NOTES A. Any sketch attached hereto is done so as a courtesy only and is not part of any title commitment or policy. It is furnished solely for the purpose of assisting in locating the premises and First American expressly disclaims any liability which may result from reliance made upon it. 3894272 Page 8 of 8 01/10/2007 02 41 PM Plat Certificate Thurston County Washington TRHOMR TERRR I IIIIlIi III III!!I IIII illlll IIII il9llll Illlil IIII IIII hill VIII ~II~I (IIII llil! IIII IIII FirstAmen«„ „~,~ eturn Address ity of Yelm ami Merriman O Box 479 elm, WA 98597 Document title(s) (or transactions contained therein): 1. Warranty Agreement Reference Number(s) of Documents assigned or released: (on page of documents(s)) Grantor(s) (Last name, first name, middle initial) 1. Tahoma Terra LLC 2. Tahoma Terra, Phase 1, Division 2 Subdivision Grantee(s) (Last name, first name, middle initial) 1. City of Yelm 2. Legal Description (abbreviated: i.e. lot, block, plat or section, township, range) A portion of the NE '/4, of the S W '/4 of S 24, T l 7N, R 1 E, WM, Tract 2 of Tahoma Terra Phase 1. Assessors Property Tax Parcel/Account Number: 78640000005 3894271 Page 1 of 3 01/10/2007 02 41 PM Agreement Thurston County Washtngton TRHOMR TERRR I (IIIIII III IIIIII IIII IIIIII IIII IIIIII) IIIIII IIII IIII VIII VIII Ilill VIII (IIII IIII IIII WARRANTY AGREEMENT KNOW ALL MEN BY THESE PRESENTS: THAT WHEREAS TAHOMA TERRA, LLC (hereinafter referred to as the "Owner"), has applied to the City of Yelm, a political subdivision of Thurston County of the State of Washington, (hereinafter referred to as the "City")for the approval by the City of a certain plat of a subdivision to be known as TAHOMA TERRA PHASE 1, DIVISION 2, a copy of which plat is attached hereto and made a part hereof as "Exhibit A", on which said plat are shown areas offered by the Owner to be dedicated to public use as streets, alleys and other rights of way, and other public facilities and improvements; and WHEREAS, it is necessary in the interest of public welfare that the areas so offered to be dedicated are to be constructed in accordance with the sp4ecifications hereinafter set forth; and WHERE, in accordance with the items of RCW 58.17 and Title 16 of the Yelm Municipal Code, the City has adopted subdivision regulations which require that all improvements be constructed in a manner consistent with the City's development regulations; Now therefore, TO INDUCE THE city to approve said plat and to accept the dedication of said areas as public streets, easements and other improvements, the Owner does hereby unconditionally promise and agree to and with the City as follows: 1. The Owner unconditionally warrants to the City, its successors and assigns that, for a period of 12 (twelve) months from the date of final plat approval, the improvements required to be constructed and dedicated to the public under the terms of the plat will be free from defects and that the work will conform with the requirements and specifications of the Development Guidelines of the City. Upon any breach of warranty, the Owner agrees to promptly repair or replace any defective work at no cost to the City, and to provide all labor, equipment and materials necessary therefore, at no cost to the City. 2. In the event the Owner shall fail or neglect to fulfill his obligations under this agreement, the City shall have the right to construct or cause to be constructed, repaired, or replaced pursuant to public advertisement and receipt and acceptance of bids, said street, utilities and other improvements, as shown on said plat, and the Owner shall be liable to pay and indemnify the City, upon completion of such construction, the final total cost to the City, including but not limited to engineering, legal 3894271 Page 2 of 3 01110!2007 02 41 PM Agreement Thurston County Washtngton TAHOMA TERRR I IIIIIII III IIIIII IIII IIIIII IIII IIIIIII IIIIII IIII IIII VIII VIII (IIII VIII VIII IIII IIII and contingent costs, together with any damages, either direct or consequential, which the City may sustain on account of the failure of the Owner to carry out and execute all provisions of this agreement. 3. The obligations imposed or implied by this agreement shall not be assigned, transferred or assumed by any person or entity that is not a part of this agreement without prior written consent of the City. ~ Z -= -O~ DoL~gt~Bloom ~ M;P~PdAG E R STATE OF WASHINGTON) ss COUNTY OF THURSTON ) On this ~~ ~~ day of ,~~~~E~~I~x= r , 20~~0 ,before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared ~~ci~ cR~ .~ ~~~~~~~ ~~~~~ c ~2 that executed the foregoing instrument, and acknowledged the said instrument to be a free and voluntary act and deed ,for the uses and purposes therein mentioned, and on oath stated that he/she/they was (were) authorized to execute the said instrument. Witness my hand and official seal hereto affixed the day and year first above written. Given under my hand and seal this ~ day of.1~Pc-~er~6~~ , 20C~~~ . ao~~@0e~aooiil~s ~~• \Gs N F~,.9 ?'~ ~ `O•~~ ~ `~ ~ N Public in and forth '~ "°TaRY ~':~ 5 ate of Washington, residing in ~ pUBLIG Z; ' ~v~,••~G~ ~'~,•~,`O~ My commission expires: ~~ /~-07 .~ ~~ ~ ~ ~ 0 ,' 'WAS , ~ , ~ ~ ~ `~ 3894271 Page 3 of 3 01/10/2007 02 41 PM Rgreement Thurston County Washington TRHOMA TERRR IIIIIIIIIII IIIIII IIII IIIIIIIIIIIIIIII'IIIIIIIIIIIIIIIIIIIVIIIIIIII(IIIIVIII IIIIIIII eturn Address ity of Yelm ami Merriman O Box 479 elm, WA 98597 Document title(s) (or transactions contained therein): 1. Bill of Sale Water and Sewer Reference Number(s) of Documents assigned or released: (on page of documents(s)) Grantor(s) (Last name, first name, middle initial) 1. Tahoma Terra LLC ~. Tahoma Terra, Phase 1, Division 2 Subdivision Grantee(s) (Last name, first name, middle initial) 1. City of Yelm 2. Legal Description (abbreviated: i.e. lot, block, plat or section, township, range) A portion of the NE '/4, of the S W '/4 of S 24, T 17N, R 1 E, WM, Tract 2 of Tahoma Terra Phase 1. Assessors Property Tax Parcel/Account Number: 78640000005 3894270 Page 1 of 2 01!1012007 02 41 PM Miscellaneous Thurston County Washington TRHOMR TERRR I IIIIIII III IIIIII IIII IIIIII IIII IIIIIII IIIIII IIII IIII VIII VIII VIII VIII VIII IIII IIII BILL OF SALE THIS BILL OF SALE is made and executed this ~ day of (~CCS ,-. ~i- .~ , 20 C' C , by and between Tahoma Terra, LLC, hereinafter called the grantor, and the City of Yelm, a Municipal Corporation, hereinafter called the grantee. WITNESSETH: That the grantor, for good and valuable consideration, the receipt of which is hereby acknowledged, hereby convey, set over, assign and warrant to the City of Yelm the following described property situated in Thurston County, State of Washington, TO WIT: All Sanitary Sewer lines, STEP sewer system, Water lines and related appurtenances lying within dedicated public nghts of way for the Plat of Tahoma Terra Division Phase 1 Division 2 of Yelm's Plat No. SUB-OS-0304-YL. IN WITNESS WHEREOF, said corporation has caused this instrument to be executed by its proper officers and its corporate seal (if any) to be affixed this ~ ~-'-`' day of ~= ~ ~ ~, ~~~ , 20 ~ ~C: Tahoma Terra, LLC ~ ~ ~~~. ~_ ~- ~(Sign urc) ITS _,-?~ ~ ~„=1 G ~- L z' (Title) -} STATE OF WASHINGTON ) ss COUNTY OF THURSTON ) On the ~ ~ ~` day of ~C~CFi~~ ~ ~i" , 20 D~ ,before me, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appeared ~/~cu~ ~~~ ~~ ~C ~' c ~ to me known to be the /d11~NA e ~'i2 of Thcmr~ T~i°~.e~a LL C and acknowledged the 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 he is authorized ~O~eic~ite 414~~aid instrument and that the seal affixed (if any) is the corporate seal of s`a~1~i~o~aNiq~~.'~~~,~ WITNESS my hand ~drb~fici'a~" s>~~1 thte day and year first-above written. - . ~ ~.e® m ~ ~' v P~eL1G ~,c.~ O`; ry Public m and for t %~'L y_.4, 2~-.'. G : tate of Washington, residing m ~~~i OF WAS~~~ ~~` Trli~~ s TAN ln~f~y T S/ ~~~~~itiiit<<~~ ~- System accepted this day of , 20 City of Yelm Bv: Director of Public Works 3894270 Page 2 of 2 01/10/2007 02 41 PM Miscellaneous Thurston County Washington TRHOMR TERRA I IIIIIII III IIIIII IIII IIIIII IIII IIIIII) IIIIII IIII IIII VIII VIII VIII VIII VIII IIII IIII Form No 14 Subdivision Guarantee Guarantee No 4299-946877 m~~ a. ~~~~:. ~: ~ ~ ,, ~ t ~a~w. n n. f ,.'''''a ,~ji~u trr Issued by First American Title Insurance Company Be// Towne Centre, 4200 6th A venue sE, ste 201, Lacey, WA 98503 Tit/e Ohicer.• Wi//iam Tig/ao Phone: (360)491-2441 FAX.• (866)343-5409 First American Tit/e Form No 14 Subdivision Guarantee (4-10-75) 5 ,~ A l.t ,£ ,~ ~ ~ ~ ~ ~~ - SUBDIVISION GUARANTEE LIABILITY $ 1,000.00 Guarantee No • 4299-925867 Page No.. 1 FirstAmerican Tit/e Insurance Company Bell Towne Centre 4200 6th Avenue SE, Ste 201 Lacey, WA 98503 Phn-(360)491-2441 Fax-(866)343-5409 ORDER NO.: FEE $ 200.00 TAX $ 16.80 YOUR REF.: First American Title Insurance Company a Corporation, herein called the Company Subject to the Liability Exclusions and Limitations set forth below and in Schedule A. GUARANTEES Tahoma Terra, LLC 4299-925867 herein called the Assured, against loss not exceeding the liability amount stated above which the Assured shall sustain by reason of any incorrectness in the assurances set forth in Schedule A. LIABILITY EXCLUSIONS AND LIMITATIONS 1. No guarantee is given nor liability assumed with respect to the validity, legal effect or priority of any matter shown therein. 2. The Company's liability hereunder shall be limited to the amount of actual loss sustained by the Assured because of reliance upon the assurance herein set forth, but in no event shall the Company's liability exceed the liability amount set forth above. 3. This Guarantee is restricted to the use of the Assured for the purpose of providing title evidence as may be required when subdividing land pursuant to the provisions of Chapter 58.17, R.C.W., and the local regulations and ordinances adopted pursuant to said statute. It is not to be used as a basis for closing any transaction affecting title to said property. Dated: October 17, 2006 at 7:30 A.M. First American Tit/e Form No. 14 Subdroision Guarantee (4-10-75) SCHEDULE A The assurances referred to on the face page are: A. Title is vested in: TTPH 1-2, LLC, a Washington Limited Liability Company Guarantee No.: 4299-925867 Page No. 2 B. That according to the Company's title plant records relative to the following described real property (including those records maintained and indexed by name), there are no other documents affecting title to said real property or any porition thereof, other than those shown below under Record Matters. The following matters are excluded from the coverage of this Guarantee: 1. Unpatented Mining Claims, reservations or exceptions in patents or in acts authorizing the issuance thereof. Water rights, claims or title to water. 3. Tax Deeds to the State of Washington. 4. Documents pertaining to mineral estates. DESCRIPTION: TRACT 2 OF CITY OF YELM PLAT OF TAHOMA TERRA PHASE 1, DIVISION 1, ACCORDING TO PLAT RECORDED MAY 10, 2006 UNDER RECORDING NO. 3830707, IN THURSTON COUNTY, WASHINGTON. APN: 78640000005 FirstAmencan Tit/e Form No 14 Subdivision Guarantee (4-10-75) RECORD MATTERS: Guarantee No.. 4299-925867 Page No.. 3 General Taxes for the year 2006 is paid in full. Tax Account Number for Tract 2 is/are 78640000005. Liability for Assessments for LID's under City of Yelm Ordinance No. 487 -Killian Road Formation passed on June 14, 2006. Please call Public Finance for the City of Yelm at (425) 885-1604 to inquire about payoffs, if any. 3. Deed of Trust and Security Agreement and the terms and conditions thereof. Grantor/Trustor: TTPH 1-2, LLC, a Washington Limited Liability Company Grantee/Beneficiary: The Quadrant Corporation, a Washington Corporation Trustee: First American Title Insurance Company Amount: $1,500,000.00 Recorded: February 07, 2005 Recording Information: 3707563 and 3707564 (Includes other property) 4. Subordination and Intercreditor Agreement and the terms and conditions thereof: Between: The Quadrant Corporation, a Washington Corporation And: TT PH 1-2, LLC, a Washington Limited Liability Company, Steven L. Chamberlain, Douglas R. Bloom and Cindy L. Bloom, husband and wife and HomeStreet Bank, a Washington State Chartered Savings Bank Recording Information: 3804061 and 3804062 5. Deed of Trust, Security Agreement, Fixture Filing and Assignment of Rents and the terms and conditions thereof. Grantor/Trustor: TTPH 1-2, LLC, a Washington Limited Liability Company Grantee/Beneficiary: Homestreet Bank, a Washington State Chartered Savings Bank Trustee: First American Title Insurance Company Amount: $8,500,000.00 Recorded: January 27, 2006 Recording Information: 3804063, 3804064, 3804065 and 3804066 (Includes other property) 6. Terms, conditions, provisions and stipulations of the Operating Agreement of 1fTPH 1-2, LLC, a Washington Limited Liability Company . According to said Agreement dated, is/are the manager(s) thereof. Any amendments to said Agreement must be submitted. Any conveyance or encumbrance of the property must be executed by said manger(s) as provided for therein, subject to said amendments, if any. 7. The terms and provisions contained in the document entitled "City of Yelm Ordinance No. 607 - Utility Local Improvement District" For: City of Yelm's Wastewater Reuse Protect Recorded: September 3, 1998 Recording No.: 3176833 FirstAmerican Title Form No. 14 Guarantee No :4299-925867 Subdivision Guarantee (4-10-75) Page No • 4 8. Memorandum of Agreement and the terms and conditions thereof: Between: TT PH 1-2, LLC And: The Quadrant Corporation Recorded: March 17, 2005 Recording No.: 3716822 9. Easement, including terms and provisions contained therein: Recorded: July 29, 2005 Recording Information: 3753288 In Favor Of: Puget Sound Energy, Inc., a Washington corporation For: Electric transmission and/or distribution system 10. Water Right Conveyance and Right-of-Entry Agreement and the terms and conditions thereof: Between: City of Yelm And: Tahoma Terra, LLC; TT PH 1-2, LLC and TT PH 3-8, LLC, all Limited Liability Companies Recorded: October 24, 2005 Recording No(s).: 3778520 and 3778521 11. Amended and Restated Early Entry Agreement and the terms and conditions thereof: Between: TT PH 1-2, LLC And: The Quadrant Corporation Recorded: April 24, 2006 Recording No.: 3825770 Said agreement amends and restates instrument recorded under Recording No. 3709426. 12. The terms and provisions contained in the document entitled "Declaration of Easements and Covenant to Share Costs for Tahoma Terra" Recorded: May 11, 2006 Recording No(s).: 3830702 and 3830703 13. Covenants, conditions, restrictions and/or easements; but deleting any covenant, condition or restriction indicating a preference, limitation or discrimination based on race, color, religion, sex, handicap, family status, or national origin to the extent such covenants, conditions or restrictions violate Title 42, Section 3604(c), of the United States Codes: Recorded: May 11, 2006 Recording No.: 3830704 14. Provisions of the articles of incorporation and by-laws of the Tahoma Terra Residential Association, and any tax, fee, assessments or charges as may be levied by said association. 15. The terms and provisions contained in the document entitled "Supplemental Declaration of Covenants, Conditions and Restrictions for the Tahoma Meadow Neighborhood" Recorded: May 11, 2006 Recording No.: 3830705 16. The terms and provisions contained in the document entitled "Supplemental Declaration of Covenants, Conditions and Restrictions for Tahoma Terra Residential Property" Recorded: May 11, 2006 First American Title Form No. 14 subdivision Guarantee (4-10-75) Recording No.: 3830706 Guarantee No.: 4299-925867 Page No : 5 17. Restrictions, conditions, dedications, notes, easements and provisions, if any, contained and/or delineated on the face of the Plat recorded under Thurston County Recording No. 3830707. 18. Easement, including terms and provisions contained therein: Recorded: July 29, 2005 Recording Information: 3753288 In Favor Of: Puget Sound Energy, Inc., a Washington corporation For: Electric transmission and/or distribution system INFORMATIONAL NOTES A. Any sketch attached hereto is done so as a courtesy only and is not part of any title commitment or policy. It is furnished solely for the purpose of assisting in locating the premises and First American expressly disclaims any liability which may result from reliance made upon it. FirstAmencan Tit/e Form No 14 Subdivision Guarantee (4-10-75) SCHEDULE OF EXCLUSIONS FROM COVERAGE OF THIS GUARANTEE Guarantee No 4299-946877 Page No 6 1 Except to the extent that speafic assurance are provided in Schedule A of this Guarantee, the Company assumes no liability for loss or damage by reason of the following (a) Defects, liens, encumbrances, adverse claims or other matters against the title, whether or not shown by the public records. (b) (1) Taxes or assessments of any taxing authority that levies taxes or assessments on real property, or, (2) Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not the matters excluded under (1) or (2) are shown by the records of the taxing authority or by the public records (c) (1) Unpatented mining claims, (2) reservations or exceptions in patents or in Acts authorizing the issuance thereof, (3) water rights, claims or title to water, whether or not the matters excluded under (1), (2) or (3) are shown by the public records 2 Notwithstanding any speafc assurances which are provided in Schedule A of this Guarantee, the Company assumes no liability for loss or damage by reason of the following (a) Defects, liens, encumbrances, adverse claims or other matters affecting the title to any property beyond the lines of the land expressly described in the description set forth in Schedule (A), (C) or in Part 2 of this Guarantee, or title to streets, roads, avenues, lanes, ways or waterways to which such land abuts, or the right to maintain therein vaults, tunnels, ramps, or any structure or improvements, or any rights or easements therein, unless such property, rights or easements are expressly and speafcally set forth in said description (b) Defects, liens, encumbrances, adverse claims or other matters, whether or not shown by the public records, (1) which are created, suffered, assumed or agreed to by one or more of the Assureds, (2) which result in no loss to the Assured, or (3) which do not result in the invalidity or potenbal invalidity of any judiaal or non-judicial proceeding which is within the scope and purpose of the assurances provided. (c) The identity of any party shown or referred to in Schedule A (d) The validity, legal effect or priority of any matter shown or referred to in this Guarantee GUARANTEE CONDITIONS AND STIPULATIONS 1. Definition of Terms. The following terms when used in the Guarantee mean• (a) the "Assured" the party or parties named as the Assured in this Guarantee, or on a supplemental writing executed by the Company (b) "land". the land described or referred to in Schedule (A) (C) or in Part 2, and improvements affixed thereto which by law constitute real property. The term "land" does not include any property beyond the lines of the area described or referred to in Schedule (A) (C) or in Part 2, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways (c) "mortgage". mortgage, deed of trust, trust deed, or other security instrument (d) "public records" records established under state statutes at Date of Guarantee for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge (e) "date"• the effective date 2. Notice of Claim to be Given by Assured Claimant. An Assured shall notify the Company promptly in writing in case knowledge shall come to an Assured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as stated herein, and which might cause loss or damage for which the Company may be liable by wrtue of this Guarantee. If prompt notice shall not be given to the Company, then all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any Assured under this Guarantee unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice 3. No Duty to Defend or Prosecute. The Company shall have no duty to defend or prosecute any action or proceeding to which the Assured is a party, notwithstanding the nature of any allegation in such action or proceeding 4. Company's Option to Defend or Prosecute Actions; Duty of Assured Claimant to Cooperate. Even though the Company has no duty to defend or prosecute as set forth in Paragraph 3 above (a) The Company shall have the right, at its sole option and cost, to institute and prosecute any action or proceeding, interpose a defense, as limited in (b), or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest as stated herein, or to establish the lien rights of the Assured, or to prevent or reduce loss or damage to the Assured The Company may take any appropriate action under the terms of this Guarantee, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this Guarantee If the Company shall exerase its rights under this paragraph, it shall do so diligently (b) If the Company elects to exerase its options as stated in Paragraph 4(a) the Company shall have the right to select counsel of its choice (subject to the right of such Assured to object for reasonable cause) to represent the Assured and shall not be liable for and will not pay the fees of any other counsel, nor will the Company pay any fees, costs or expenses incurred by an Assured in the defense of those causes of action which allege matters not covered by this Guarantee. (c) Whenever the Company shall have brought an action or interposed a defense as permitted by the provisions of this Guarantee, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from an adverse judgment or order (d) In all cases where this Guarantee permits the Company to prosecute or provide for the defense of any action or proceeding, an Assured shall secure to the Company the right to so prosecute or provide for the defense of any action or proceeding, and all appeals therein, and permit the Company to use, at its option, the name of such Assured for this purpose. Whenever requested by the Company, an Assured, at the Company's expense, shall give the Company all reasonable aid in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as stated herein, or to establish the lien rights of the Assured If the Company is prejudiced by the failure of the Assured to furnish the regwred cooperation, the Company's obligations to the Assured under the Guarantee shall terminate. 5. Proof of Loss or Damage. In addition to and after the notices regwred under Section 2 of these Conditions and Stipulations have been provided to the Company, a proof of loss or damage signed and sworn to by the Assured shall be furnished to the Company within ninety (90) days after the Assured shall ascertain the facts giving rise to the loss or damage The proof of loss or damage shall describe the matters covered by this Guarantee which constitute the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage If the Company is prejudiced by the failure of the Assured to provide the regwred proof of loss or damage, the Company's obligation to such Assured under the Guarantee shall terminate In addition, the Assured may reasonably be regwred to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Guarantee, which reasonably pertain to the loss or damage Further, if requested by any authorized representative of the Company, the Assured shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third parry, which reasonably pertain to the Loss or Damage All information designated as confidential by the Assured provided to the Company, pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim Failure of the Assured to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in the above paragraph, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this Guarantee to the Assured for that claim Form No 1282 (Rev 12/15/95) FirstAmencan Title Form No 14 Subdivision Guarantee (4-10-75) 6. Options to Pay or Otherwise Settle Claims: Termination of Liability. In case of a claim under this Guarantee, the Company shall have the following additional options (a) To Pay or Tender Payment of the Amount of Liability or to Purchase the Indebtedness. The Company shall have the option to pay or settle or compromise for or in the name of the Assured any claim which could result in loss to the Assured within the coverage of this Guarantee, or to pay the full amount of this Guarantee or, if this Guarantee is issued for the benefit of a holder of a mortgage or a lienholder, the Company shall have the option to purchase the indebtedness secured by said mortgage or said lien for the amount owing thereon, together with any costs, reasonable attorneys' fees and expenses incurred by the Assured claimant which were authorized by the Company up to the time of purchase Such purchase, payment or tender of payment of the full amount of the Guarantee shall terminate all liability of the Company hereunder In the event after notice of claim has been given to the Company by the Assured the Company offers to purchase said indebtedness, the owner of such indebtedness shall transfer and assign said indebtedness, together with any collateral security, to the Company upon payment of the purchase price Upon the exerase by the Company of the option provided for in Paragraph (a) the Company's obligation to the Assured under this Guarantee for the claimed loss or damage, other than to make the payment required in that paragraph, shall terminate, including any obligation to continue the defense or prosecution of any litigation for which the Company has exerased its options under Paragraph 4, and the Guarantee shall be surrendered to the Company for cancellation. (b) To Pay or Otherwise Settle With Parties Other Than the Assured or With the Assured Claimant To pay or otherwise settle with other parties for or in the name of an Assured claimant any claim Assured against under this Guarantee, together with any costs, attorneys' fees and expenses incurred by the Assured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay Upon the exerase by the Company of the option provided for in Paragraph (b) the Company's obligation to the Assured under this Guarantee for the claimed loss or damage, other than to make the payment requred in that paragraph, shall terminate, including any obligation to continue the defense or prosecution of any litigation for which the Company has exerased its options under Paragraph 4 7. Determination and Extent of Liability. This Guarantee is a contract of Indemnity against actual monetary loss or damage sustained or incurred by the Assured claimant who has suffered loss or damage by reason of reliance upon the assurances set forth in this Guarantee and only to the extent herein described, and subject to the Exclusions From Coverage of This Guarantee. The Liability of the Company under this Guarantee to the Assured shall not exceed the least of (a) the amount of liability stated in Schedule A or in Part 2, (b) the amount of the unpaid prinapal indebtedness secured by the mortgage of an Assured mortgagee, as limited or provided under Section 6 of these Conditions and Stipulations or as reduced under Section 9 of these Conditions and Stipulations, at the time the loss or damage Assured against by this Guarantee occurs, together with interest thereon, or (c) the difference between the value of the estate or interest covered hereby as stated herein and the value of the estate or interest subject to any defect, lien or encumbrance Assured against by this Guarantee 8. Limitation of Liability. (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures any other matter Assured against by this Guarantee in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby (b) In the event of any litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title, as stated herein Guarantee No 4299-946877 Page No 7 (c) The Company shall not be liable for loss or damage to any Assured for liability voluntarily assumed by the Assured in settling any claim or swt without the prior written consent of the Company 9. Reduction of Liability or Termination of Liability. All payments under this Guarantee, except payments made for costs, attorneys' fees and expenses pursuant to Paragraph 4 shall reduce the amount of liability pro tanto. 30. Payment of Loss. (a) No payment shall be made without producing this Guarantee for endorsement of the payment unless the Guarantee has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within thirty (30) days thereafter. li. Subrogation Upon Payment or Settlement. Whenever the Company shall have settled and paid a claim under this Guarantee, all right of subrogation shall vest in the Company unaffected by any act of the Assured claimant The Company shall be subrogated to and be entitled to all rights and remedies which the Assured would have had against any person or property in respect to the claim had this Guarantee not been issued. If requested by the Company, the Assured shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The Assured shall permit the Company to sue, compromise or settle in the name of the Assured and to use the name of the Assured in any transaction or litigation involving these rights or remedies If a payment on account of a claim does not fully cover the loss of the Assured the Company shall be subrogated to all rights and remedies of the Assured after the Assured shall have recovered its prinapal, interest, and costs of collection 12. Arbitration. Unless prohibited by applicable law, either the Company or the Assured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Assoaation Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Assured arising out of or relating to this Guarantee, any service of the Company in connection with its issuance or the breach of a Guarantee provision or other obligation All arbitrable matters when the Amount of Liability is $1,000,000 or less shall be arbitrated at the option of either the Company or the Assured All arbitrable matters when the amount of liability is in excess of $1,000,000 shall be arbitrated only when agreed to by both the Company and the Assured The Rules in effect at Date of Guarantee shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permits a court to award attorneys' fees to a prevailing parry Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules A copy of the Rules may be obtained from the Company upon request 13. Liability Limited to This Guarantee; Guarantee Entire Contract. (a) This Guarantee together with all endorsements, if any, attached hereto by the Company is the entire Guarantee and contract between the Assured and the Company In interpreting any provision of this Guarantee, this Guarantee shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, or any action asserting such claim, shall be restricted to this Guarantee (c) No amendment of or endorsement to this Guarantee can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company 14. Notices, Where Sent. All notices required to be given the Company and any statement in writing regwred to be furnished the Company shall include the number of this Guarantee and shall be addressed to the Company at 2 First American Way Bldg 2, Santa Ana, CA 92707 Form No 1282 (Rev 12/15/95) First American Title Form No. 14 Subdivision Guarantee Guarantee No :4299-925867 GUARANTEE ~~ Issued by First American Title Insurance Company Be// Towne Centre, 4200 6th A venue SE, Ste 201, Lacey, WA 98503 Title O~cer.• William Tig/ao Phone: (360)491-2441 F,4X.• (866)343-5409 ~.~.~ First American Tit/e Form No. 14 Subdivision Guarantee (4-10-75) SCHEDULE OF EXCLUSIONS FROM COVERAGE OF THIS GUARANTEE Guarantee No.. 4299-925867 Page No • 6 1 Except to the extent that speofic assurance are provided in Schedule A of this Guarantee, the Company assumes no liability for loss or damage by reason of the following. (a) Defects, liens, encumbrances, adverse claims or other matters against the title, whether or not shown by the public records. (b) (1) Taxes or assessments of any taxing authority that levies taxes or assessments on real property, or, (2) Proceedings by a public agency which may result in taxes or assessments, or notices of such proceedings, whether or not the matters excluded under (1) or (2) are shown by the records of the taxing authority or by the public records (c) (1) Unpatented mining claims; (2) reservations or exceptions in patents or in Acts authorizing the issuance thereof; (3) water rights, claims or title to water, whether or not the matters excluded under (1), (2) or (3) are shown by the public records 2 Notwithstanding any speofic assurances which are provided in Schedule A of this Guarantee, the Company assumes no liability for loss or damage by reason of the following (a) Defects, liens, encumbrances, adverse claims or other matters affecting the title to any property beyond the lines of the land expressly described m the description set forth in Schedule (A), (C) or in Part 2 of this Guarantee, or title to streets, roads, avenues, lanes, ways or waterways to which such land abuts, or the right to maintain therein vaults, tunnels, ramps, or any structure or improvements; or any rights or easements therein, unless such property, rights or easements are expressly and speafically set forth m said description (b) Defects, liens, encumbrances, adverse claims or other matters, whether or not shown by the public records; (1) which are created, suffered, assumed or agreed to by one or more of the Assureds, (2) which result in no loss to the Assured, or (3) which do not result in the invalidity or potenbal invalidity of any judioal or non-judioal proceeding which is within the scope and purpose of the assurances provided. (c) The identity of any party shown or referred to in Schedule A (d) The validity, legal effector priority of any matter shown or referred to in this Guarantee GUARANTEE CONDITIONS AND STIPULATIONS 1. Definition of Terms. The following terms when used in the Guarantee mean. (a) the "Assured" the party or parties named as the Assured m this Guarantee, or on a supplemental writing executed by the Company. (b) "land" the land described or referred to in Schedule (A) (C) or in Part 2, and improvements affixed thereto which by law constitute real property. The term "land" does not include any property beyond the lines of the area described or referred to in Schedule (A) (C) or in Part 2, nor any right, title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways (c) "mortgage"• mortgage, deed of trust, trust deed, or other security instrument. (d) "public records" records established under state statutes at Date of Guarantee for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. (e) "date" the effective date 2. Notice of Claim to be Given by Assured Claimant. An Assured shall notify the Company promptly in writing in case knowledge shall come to an Assured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as stated herein, and which might cause loss or damage for which the Company may be liable by virtue of this Guarantee. If prompt notice shall not be given to the Company, then all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required, provided, however, that failure to notify the Company shall in no case prejudice the rights of any Assured under this Guarantee unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 3. No Duty to Defend or Prosecute. The Company shall have no duty to defend or prosecute any action or proceeding to which the Assured is a party, notwithstanding the nature of any allegation in such action or proceeding. 4. Company's Option to Defend or Prosecute Actions; Duty of Assured Claimant to Cooperate. Even though the Company has no duty to defend or prosecute as set forth in Paragraph 3 above: (a) The Company shall have the right, at its sole option and cost, to institute and prosecute any action or proceeding, interpose a defense, as limited in (b), or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest as stated herein, or to establish the lien rights of the Assured, or to prevent or reduce loss or damage to the Assured. The Company may take any appropriate action under the terms of this Guarantee, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this Guarantee If the Company shall exerase its rights under this paragraph, it shall do so diligently (b) If the Company elects to exerase its options as stated in Paragraph 4(a) the Company shall have the right to select counsel of its choice (subject to the right of such Assured to object for reasonable cause) to represent the Assured and shall not be liable for and will not pay the fees of any other counsel, nor will the Company pay any fees, costs or expenses incurred by an Assured in the defense of those causes of action which allege matters not covered by this Guarantee. (c) Whenever the Company shall have brought an action or interposed a defense as permitted by the provisions of this Guarantee, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, m its sole discretion, to appeal from an adverse judgment or order (d) In all cases where this Guarantee permits the Company to prosecute or provide for the defense of any action or proceeding, an Assured shall secure to the Company the right to so prosecute or provide for the defense of any action or proceeding, and afl appeals therein, and permit the Company to use, at its option, the name of such Assured for this purpose. Whenever requested by the Company, an Assured, at the Company's expense, shall give the Company all reasonable aid in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or lawful act which in the opinion of the Company may be necessary or desirable to establish the btle to the estate or interest as stated herein, or to establish the lien rights of the Assured. If the Company is prejudiced by the failure of the Assured to furnish the required cooperation, the Company's obligations to the Assured under the Guarantee shall terminate. 5. Proof of Loss or Damage. In addition to and after the notices required under Section 2 of these Conditions and Stipulations have been provided to the Company, a proof of loss or damage signed and sworn to by the Assured shall be furnished to the Company within ninety (90) days after the Assured shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the matters covered by this Guarantee which constitute the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the Assured to provide the requred proof of loss or damage, the Company's obligation to such Assured under the Guarantee shall terminate In addition, the Assured may reasonably be required to submit to examination under oath by any authorized representabve of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Guarantee, which reasonably pertain to the loss or damage Further, if requested by any authorized representabve of the Company, the Assured shall grant its permission, in writing, for any authorized representative of the Company to examine, inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the Loss or Damage All information designated as confidential by the Assured provided to the Company, pursuant to this Section shall not be disclosed to others unless, in the reasonable judgment of the Company, it is necessary in the administration of the claim. Failure of the Assured to submit for examination under oath, produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in the above paragraph, unless prohibited by law or governmental regulation, shall terminate any liability of the Company under this Guarantee to the Assured for that claim. Form No 1282 (Rev 12/15/95) First American Tit/e Form No 14 Subdivision Guarantee (4-10-75) 6. Options to Pay or Otherwise Settle Claims: Termination of Liability. In case of a claim under this Guarantee, the Company shall have the following additional options: (a) To Pay or Tender Payment of the Amount of Liability or to Purchase the Indebtedness. The Company shall have the option to pay or settle or compromise for or in the name of the Assured any claim which could result in loss to the Assured within the coverage of this Guarantee, or to pay the full amount of this Guarantee or, if this Guarantee is issued for the benefit of a holder of a mortgage or a lienholder, the Company shall have the option to purchase the indebtedness secured by said mortgage or said lien for the amount owing thereon, together with any costs, reasonable attorneys' fees and expenses incurred by the Assured claimant which were authorized by the Company up to the time of purchase Such purchase, payment or tender of payment of the full amount of the Guarantee shall terminate all liability of the Company hereunder. In the event after notice of claim has been given to the Company by the Assured the Company offers to purchase said indebtedness, the owner of such indebtedness shall transfer and assign said indebtedness, together with any collateral security, to the Company upon payment of the purchase price. Upon the exerase by the Company of the option provided for in Paragraph (a) the Company's obligation to the Assured under this Guarantee for the claimed loss or damage, other than to make the payment required in that paragraph, shall terminate, including any obligation to continue the defense or prosecution of any litigation for which the Company has exerased its options under Paragraph 4, and the Guarantee shall be surrendered to the Company for cancellation (b) To Pay or Otherwise Settle With Parties Other Than the Assured or With the Assured Claimant. To pay or otherwise settle with other parties for or in the name of an Assured claimant any claim Assured against under this Guarantee, together with any costs, attorneys' fees and expenses incurred by the Assured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exerase by the Company of the option provided for m Paragraph (b) the Company's obligation to the Assured under this Guarantee for the claimed loss or damage, other than to make the payment regwred in that paragraph, shall terminate, including any obligation to continue the defense or prosecution of any litigation for which the Company has exerased its options under Paragraph 4. 7. Determination and Extent of Liability. This Guarantee is a contract of Indemnity against actual monetary loss or damage sustained or incurred by the Assured claimant who has suffered loss or damage by reason of reliance upon the assurances set forth in this Guarantee and only to the extent herein described, and subject to the Exclusions From Coverage of This Guarantee The Liability of the Company under this Guarantee to the Assured shall not exceed the least of: (a) the amount of liability stated m Schedule A or in Part 2, (b) the amount of the unpaid prinapal indebtedness secured by the mortgage of an Assured mortgagee, as limited or provided under Section 6 of these Conditions and Sbpulations or as reduced under Section 9 of these Conditions and Stipulations, at the time the loss or damage Assured against by this Guarantee occurs, together with interest thereon, or (c) the difference between the value of the estate or interest covered hereby as stated herein and the value of the estate or interest subject to any defect, lien or encumbrance Assured against by this Guarantee 8. Limitation of Liability. (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures any other matter Assured against by this Guarantee in a reasonably diligent manner by any method, including litigabon and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby (b) In the event of any litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title, as stated herein Guarantee No.• 4299-925867 Page No • 7 (c) The Company shall not be liable for loss or damage to any Assured for liability voluntarily assumed by the Assured in settling any claim or swt without the prior written consent of the Company 9. Reduction of Liability or Termination of Liability. All payments under this Guarantee, except payments made for costs, attorneys' fees and expenses pursuant to Paragraph 4 shall reduce the amount of liability pro tanto. 10. Payment of Loss. (a) No payment shall be made without produang this Guarantee for endorsement of the payment unless the Guarantee has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within thirty (30) days thereafter 11. Subrogation Upon Payment or Settlement. Whenever the Company shall have settled and paid a claim under this Guarantee, all right of subrogation shall vest in the Company unaffected by any act of the Assured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the Assured would have had against any person or property in respect to the claim had this Guarantee not been issued. If requested by the Company, the Assured shall transfer to the Company all rights and remedies against any person or property necessary m order to perfect this right of subrogation. The Assured shall permit the Company to sue, compromise or settle in the name of the Assured and to use the name of the Assured in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the Assured the Company shall be subrogated to all rights and remedies of the Assured after the Assured shalt have recovered its prinapal, interest, and costs of collection 12. Arbitration. Unless prohibited by applicable law, either the Company or the Assured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Assoaation Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the Assured arising out of or relating to this Guarantee, any service of the Company in connection with its issuance or the breach of a Guarantee provision or other obligation. All arbitrable matters when the Amount of Liability is $1,000,000 or less shall be arbitrated at the option of either the Company or the Assured. All arbitrable matters when the amount of liability is in excess of $1,000,000 shall be arbitrated only when agreed to by both the Company and the Assured The Rules m effect at Date of Guarantee shall be binding upon the parties The award may include attorneys' fees only if the laws of the state in which the land is located permits a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules A copy of the Rules may be obtained from the Company upon request 13. Liability Limited to This Guarantee; Guarantee Entire Contract. (a) This Guarantee together with all endorsements, if any, attached hereto by the Company is the entire Guarantee and contract between the Assured and the Company. In interpreting any provision of this Guarantee, this Guarantee shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, or any action asserting such claim, shall be restricted to this Guarantee. (c) No amendment of or endorsement to this Guarantee can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company 14. Notices, Where Sent. All notices regwred to be given the Company and any statement in writing regwred be furnished the Company shall include the number of this Guarantee and shall addressed to the Company at 2 First American Way Bldg 2, Santa Ana, CA 92707 Form No 1282 (Rev 12/15/95) First American Title After recording~leturn to: Yelm Community Schools District No. 2 P. O. Box 476 Yelm, WA 98597 Attn: Erling M. Birkland MITIGATION AGREEMENT Reference No: MPD-OS-0067-YL Grantor: 1. Tahoma Terra LLC 14848 Longmire Street SE Yelm, WA 98597 Grantee: 1. Yelm Community Schools Dist. 2 Legal Description: S24-T17N-R1E, 14848 Longmire Street SE Assessor's Property Tax Parcel Number/Account Number: 21724310100, 21724320000, 21724330000,21724340100,21723410000,21723440000 THIS MITIGATION AGREEMENT ("Agreement") is made this ~ ~~ of U~ -!-:x~~ ~ , 2005, between the YELM COMMUNITY SCHOOLS DISTRICT NO. 2, Yelm, Washington (the "District") and Tahoma Terra, LLC (the "Developer") RECITALS A. The Developer has submitted an application to City of Yelm for the construction of a 796-lot single-family subdivision, and 340 multi-family units, Tahoma Terra near Yelm, Wash. (the "Project"). The Project is located on property that lies within District boundaries, more particularly described on Exhibit A, attached hereto and incorporated herein by reference. B. The State Environmental Policy Act, Chapter 43.21C RCW ("SEPA"), provides processes and procedures whereby major actions by state and local agencies, including, but not limited to, plat or PUD approval or the issuance of building permits, may be reviewed to determine the nature and extent of their impact on the environment. Impacts on public services, including schools, are environmental impacts for the purposes of SEPA. SEPA requires the mitigation of adverse environmental impacts. C. The District's student population and growth projections indicate that the Project will have an impact on the District, when cumulative impacts of other projects are considered. D. RCW 82.02.020 authorizes the District to enter into a voluntary agreement with the Developer for payment to mitigate the impact of the Developer's Project. 3775281 I y 1111~I ~~~` R10 g12 / 2005 02 46P I I yy ~I tIII~Y~ ` ~I I~II~11~ I~I~ GII~~ 1 ~I I~I~~ I~I~~~ on Co . Wa 1 I~~~ 7hurst YELM COMMUNITY SCHOOLS AGR $35.00 E. Pursuant to Resolution No. 12-16-93-05, it is the policy of the District to recommend that the direct impact of development be voluntarily mitigated by the payment of fees and/or other mitigation measures where appropriate. F. The Developer has agreed to mitigate, on a voluntary basis, the adverse impact of the Project on the District. AGREEMENT NOW, THEREFORE, in consideration of the above recitals and the mutual promises and covenants below, the District and the Developer agree as follows: 1. The Developer acknowledges and agrees that there is a direct impact on the District as a result of the Developer's Project and that this Agreement is necessary as a result of that impact. 2. The Developer acknowledges and agrees that in order to mitigate the direct impact of the Project, the Developer has offered to pay the District the following sum of money: Two Thousand One Hundred Forty Dollars and nol100 (2,140.00) for each single-family in the subdivision or the total sum of One Million Seven Hundred Three Thousand Four Hundred Forty Dollars and no/100 ($1,703,440.00) (the "Mitigation Payment") for the 796 sin leg family lots of the subdivision; One Thousand One Hundred Thirty Dollars and no/100 ($1 130 00) for each multi-family unit in the subdivision or the total of Three Hundred Eighty-Four Thousand Two Hundred Dollars and no/100 ($384,200.00) for the 340 multi-family units of the subdivision. The amount referenced by this paragraph is subject to change pursuant to paragraph 4 below. 3. Any extension, renewal, modification or amendment to the Project that results in an adjustment in the number of lots shall result in a corresponding pro rata adjustment in the Mitigation Payment. 4. The Developer agrees that the payment of the full Mitigation Payment (in the amount of Two Thousand One Hundred Forty Dollars and no/100 ($2,140.00) per single-family dwelling unit or One Million Seven Hundred Three Thousand Four Hundred Forty Dollars and no/100 ($1,703,440.00) and One Thousand One Hundred Thirty Dollars and no/100 ($1,130.00) per multi-family unit or Three Hundred Eighty-Four Thousand Two Hundred Dollars and no/100 ($384,200.00)) for the project, shall be a condition of building permit issuance for each single family dwelling in the project. If building permit issuance does not occur within Five (5) years from the date of this Agreement, the amount due for mitigation, as stated in paragraph 2 above, shall be modified to the amount reflected in the then most recent mitigation agreement to which the District is a party. A copy of such agreement shall be made available to Developer upon request. 5. The District agrees to record this Agreement after it has been executed by the parties. 6. The Developer acknowledges and agrees that the Mitigation Payment is authorized to be used for capital improvements to the following facilities: Fort Stevens Elementary School, Prairie Elementary School, Lackamas Elementary School, Southworth Elementary School, Mill Pond Intermediate School, Yelm Middle School, and/or Yelm High School and/or any other facilities that may be affected by the Project and/or the purchase of portable facilities and/or school buses. 7. The Developer agrees that the District has five (5) years from the payment date to spend the Mitigation Payment for the capital improvements or expenditures described in paragraph 6. In the event that the Mitigation Payment is not expended within those five years, the moneys will be refunded with interest at the rate applied to judgments to the property owners of record at the time of refund; however, if the Mitigation Payment is not expended within five years due to delay which is attributable to the Developer, the Payment shall be refunded without interest. 8. The Developer waives and relinquishes its right to protest or challenge the payment of the Mitigation Payment pursuant to this Agreement and hereby covenants and undertakes that it forever refrains and desists from instituting, asserting, filing or bringing any lawsuit, litigation, claim, or challenge or proceeding to challenge this Agreement, claim any repayment or reimbursement of funds, II 3775281 IIIIIIIIIIIIIIIIIII P0g12f2005 02~46P IIIIIIIIIINII IIIIIIIIIIIIIIII III YELM COMMUNITY SCHOOLS AGR $35 00 Thurston Co. Wa performance or improvements provided for therein, or any of its terms and conditions, on any ground or basis whatsoever. 9. The District hereby waives any objection to the Project as presently proposed. 10. The District and the Developer agree that the Mitigation Payment will be full and complete mitigation for the impact of the Praject as presently proposed on the District. 11. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns of both of the Developer and the District. 12. If an action must be brought to enforce the terms of this Agreement, such action shall be brought in Thurston County Superior Court. The prevailing party shall be entitled to payment of its costs and reasonable attorneys' fees. 13. This Agreement constitutes the entire agreement between the parties and any other agreement either written or oral shall be null and void. EXHIBIT A LEGAL DESCRII'TION General Location: 14848 Long~mire Street SE Section 24 Township 17N Range lE Land Area: 220+ acres Tax Parcel Number: 21724310100, 21724320000, 21724330000, 21724340100, 21723410000, 21723440000 YELM COMMUNITY SCHOOLS DISTRICT N0.2 DATED: I ~~ 1 ~ - ~ By: Alan Burke Its: Superintendent STATE OF WASHINGTON ) )SS COUNTY OF THURSTON ) I certify that I know or have satisfactory evidence that Alan Burke is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Superintendent of the Yelm Community Schools District No. 2 to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. GNEN under my hand and official seal this ay of ~~~~7~_, 2005 ~``~~~~~"' ~~ O IC in and for the State of -'~ STEN3 ''~~, ': ~~.: N ~~4q -o, ashington, residing at ~. ~ ~ : ~~O ~,4;,•,~. ~~ My Commission Expires. --1 ~-'p~ a~~~~ ~p~Y ~~e :O v ~~ G t it ~~.' Q' ~~S ~'~~,QrF OF`NP, ~ 37752$1 I III III PO 9 2 / 2005 02446P I ``` I `~~f III III `` ~I I~~ IIII II)` ~~~IIII~I~ i ilil flll 11II11~ YELM COMMUNITY SCHOOLS AGR $35 00 Thurston Co Wa• DATED: ; L -- is -v STATE OF WASHINGTON ) )SS COUNTY OF THURSTON ) By~oug Bloom, Rai eneral Dev. Its Developer I certify that I know or have satisfactory evidence that,~~~~tG ~f~s,'f ~~v~~ is the person who appeared before me, and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged rt as the applicant for this subdivision to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. GIVEN under my hand and official seal this ~ day of ~~°_/~~~~ , 2005 ~8~61E1fF ~° `~ •' = y~' ~ ~/ ~ .~~ ~ •••• • •• ~i ~ S~~N ~' F ~ ~ AIRY PUBLIC in and o~ r the State of ~ I ~ , ` ;•~~S oTARF.tA.•~ ~ ~ N y ashington, residing at L~ - : ~ ' ~,; Q 7 My Commission Expires: C 7-/ ~ -~ ~•- m: r U5 ~V tn: ~,,,'^'~ ; v PUBLIC ,~ : ~ ~ 'Y>, • .GAY ,. ~p , ~ ,` ~. ~ 14.2 + 'd'' fOF•wASN~~~ ~. ` ~~ddddlilitt,, IIIIIIIIIIIIIIIIIIIIIVIII Fag5281of 4 IIIIIIIIIIIIIIIIIIIIII 10/12!2005 02 46P IIIIII YELM COMMUNITY SCHOOLS AGR $35 00 Thurston Co Wa