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Permit DR-15B-77 - DON KOLL - ANDOVER PLANNED BUSINESS COMMUNITY PHASE III DESIGN REVIEW
DR-158-77 805-819 INDUSTRY DRIVE 825-849 INDUSTRY DRIVE 855-875 INDUSTRY DRIVE 885-899 INDUSTRY DRIVE 905-926 INDUSTRY DRIVE 935-955 INDUSTRY DRIVE 965-985 INDUSTRY DRIVE DON KOLL ANDOVER PLANNED BUSINESS COMMUNITY PHASE III DESIGN REVIEW KOLL CONTRACTOR December 5, 1979 City of Tukwila Planning Department Tukwila, Wa. RE: PHASE III - TUKWILA, WASHINGTON - BUILDING PERMIT NUMBERS 1556 -1562 Gentlemen: Would you please confirm to us in writing that the above captioned project is in compliance with the City of Tukwila zoning code and City of Tukwila building codes. Please note that such information has been required by our mortgage lender and we certainly appreciate your prompt consideration in this matter. Very truly yours, Marc Nemirow Vice President /Finance MN /sr No F -LP 1 Al port o r 6 Pew 79 ReAmAA,s zeo NON- FtAPicR cox►i2 S. tZ. or P UELoPM wJ 7, MIA) Ju 1976 __ 51 P.C. MI∎1UT 9 uJ rive 2723 152nd Avenue N.E. • Redmond • Washington 98052 • (206) 885 -5765 Edgar D. Bauch, Mayor CITY or TUKWILA ,6200 SCUTHCENTER BOULEVARD TUKWILA, WASHINrTON 98188 26 June 1978 Mr. Royce Berg The Koll Company . 2733 - 152nd N.E. Redmond, Washington 98052 RE: Approval of Development Plans and Landscape Plan, Don Koll Phase III, Tukwila Dear Mr. Berg: The Planning Commission considered both the development plans and the landscape plan for your -Phase III development in Tukwila during their regular meeting of June 22, 1978. During that meeting, they approved the development plans subject to the following conditions: 1. Elimination of the southernmost curb -cut on Industry Drive; 2. Elimination of northernmost curb -cut and rearrangement of parking and circulation so as to allow ingress /egress through curb -cut on northerly lot The Planning Commission, during the same meeting as referenced above, approved your proposed landscape plan with the following stipulations: 1. Removal or relocation of small cluster of trees (1 beech, 2 cedars, 1 shore pine) in the southeast corner of the site to allow adequate sight- distance at intersection of Industry Drive and Minkler Boulevard; 2. Provision of underground watering system in all major landscape areas . (not including hedge along railroad). Please revise your site plans and landscape !Mans as necessary to comply with the terms of the condition of the Planning Commission. At such time as these are received, the Planning Division will clear the issuance of any building permit, from a zoning standpoint, to the Building Division. As always, the Building Official will process your application through all other departments for their review and approval. If you have any questions please call me. Very truly yo rs tj :11 Stoknes, 1 rector Ofvice of Community Development ACS/ c h cc: of Koll Site Plan File - Phase III Al Pieper Planning Commission (. Minutes Page 5 22 June 1978 LL?aNDSCAPE PLANS: Don Koll Phase III Mr. Stoknes read staff report. Mr. Royce Berg stated they had no conflicts with stipulations. Mr. Hartong requested clarification of the word "irrigation ". Specifically, should the Commission require manual irrigation or automatic irrigation in landscape areas. Commissioners discussed the matter and consensus agreed that the word "underground" would be more appropriate. Motion by Mr. Hartong, seconded by Mr. Bowen to approve the landscape plan for Don Koll Phase III. Motion by Mr. Sowinski, seconded by Mrs. Avery and carried to include the following stipulations to the original motion: 1. Removal or re- location of small cluster of trees (1 beech, 2 cedars, 1 shore pine) in the southeast corner of the site to allow adequate sight - distance at intersection of Industry Drive and Minkler Boulevard; 2. Provision of underground watering system in all major landscape areas (not including hedge along railroad). Motion carried as amended. DEVELOPMENT PLANS: McCann Project #395 Mr. Stoknes read the staff report and displayed development plan. Commission discussed location of curb -cuts. Motion by Mr. Hartong and seconded by Mr. Bowen to approve the development plans with the following stipulations: 1 Planning Commission approval of detailed landscape plan prior to issuance of occupancy permit, such plan to indicate landscape treatment of the northwest corner of site. 2. Screening of roof - mounted equipment. Motion by Mrs. Avery, seconded by Mr. Sowinski and carried to amend the original motion to include a third stipulation as follows: Asa recommendation to the Public Works Director to: 3. Re- location of the northernmost curb cut on Olympic Avenue to a location at least 150' from the centerline of Todd Boulevard. Mr. Hartong voted NO. Motion carried as amended. u; F. Nwii,^. iit2Li�+ �ruci'f Mr.. wP.c- 6}. L,: ti S. iP{MxltA"V'-•r44+4F''iSWi'l::r. =4.i'k;r¢'e•2'.u:tltial, Sri'' 4t;: A? z:f4& A?i: tt: N: r??! f.z.r• �::izk",45:: f': t? r.. r+ t?- ��.:,f-FRP'R.3?9P_��Yt' -n hg! ,7, t '-r..g.a.Tlg-t+i+R3.7!;ir::,e%., Planning Commission Minutes Page 4 22 June 1978 There was a discussion regarding curb -cut locations. Mr. Stoknes explained that the final decision regarding locations of curb -cuts is up to the Public Works Department but that Commission could snake recommendations. Mr. Sowinski mentioned his concern regarding vehicles being allowed to travel accross railroad tracks at any point. He felt it was a good idea to put curb- ing along tracks. Motion by Mr. Bowen,..second by Mrs. Avery and carried to approve the develop- ment plan with the following stipulations: 1. Planning Commission approval of a detailed landscape plan prior to issuance of occupancy permit; 2. Re- location of westernmost curb -cut so as to be located at least 20' from property corner; 3. Approval of development plans does not relieve applicant from the requirements of the subdivision ordinance (Title 17, TMC); 4. Architectural screening of roof - mounted equipment. Mr. Sowinski voted NO. Mr. Hartong mentioned his concern with warehouses becoming retail and not having enough parking. Commissioners discussed this matter. Staff recommended discussing this matter further after the meeting. Commissioners concurred. VELOPMENT PLANS: Don Koll Phase III Mr. Stoknes read the staff report, displayed the development plans and explained the second stipulation in staff report. There was a discussion regarding ownership of property to the north of the site so that curb -cut could be put there. Royce Berg, Architect, explained that the Koll Company had sold the property but there would be no problem with stipulations. Motion by Mr. Sowinski, seconded by Mrs. Avery and carried to approve the develop- ment plan with the following stipulations: 1. Elimination of the southernmost curb -cut on Industry Drive; 2. Elimination of northermost curb -cut and rearrangement of parking and . circulation so as to allow ingress /egress through curb -cut on northerly lot. k754* .7Sterµerr. ria,'ryi ?:ri ..7N Y5,.r:iTZN: isARf•F.4.54`.1:42•.'pK4.F..W: CITY OF TUKWILA PLANNING DIVISION PLANNING COMMISSION STAFF REPORT 22 June 1978 8:00 P.M. AGENDA ITEM V D • Landscape Plan: Don Koll Phase III Don Koll proposes to landscape the Phase III development as shown on the attached landscape plan. Generally, the landscape strips along Industry Drive and Minkler Boulevard are proposed to be lawn with clusters of beech, cedar, and shore pine. Interior landscaping around the buildings consists of beech, shore pines, and various shrubs. A hedge of photinia is proposed along the railroad easement. Staff recommends that the Planning Commission approve the proposed landscape plan with the following stipulations: 1. 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Onv• ANL sasudie;ue lnie9 •oo -now 214.,.. esoa *VAR NfIlmwni. 111 3SVHd 1:13AOCINNI -110N INvnd adV3SONV1 • • • rJ i 2 g $1 14-40 ',Iilzpfii =1111 ANOt ::4 • siv4 S wake SG Del 12 rJ IOW AMA woolaNWO One •" 418N °OW'S* I.OLI %mu M"gI1t A.U. ' 900C ua1Np utniolhAri idcospuo! •w w w ses!JdJe ;Ue wee 'CO 11D)1 SMl dDW 'VM 'V1IM)1f11 111 HS'Hd 1:13ADONd -110>I �NV1d ScreMSCINNY1 a°! CITY OF TUKWILA PLANNING DIVISION PLANNING COMMISSION STAFF REPORT 22 June 1978 8:00 P.M. AGENDA ITEM V C • Development Plans: Don Koll Phase I I I The Tukwila Planning Commission approved the Don Koll Phase III preliminary plans on 25 October 1973. However, the plans as approved at that time differ substantially from the Phase III plans presently proposed. Therefore, staff has required that these revised plans be reviewed again by the Planning Commission. Basically, the present proposal contemplates seven (7) new office /warehouse buildings ranging in size from 10,500 sq. ft. to 19,200 sq. ft., for a total of 93,100 sq. ft. of building on 6.5 acres. Six access points from Industry Drive are proposed as well as one from Minkler Boulevard. Two hundred sixty - one (261) parking spaces are provided, equalling about 2.8 stalls per thousand square feet of floor area. Buildings B and D are proposed as 2- story; the other five (5) buildings as single story. Exterior treatment of the buildings is painted tilt -up concrete; colors are beiges and browns. Roof screen along the top of the buildings is T -111, 22' in neight. Staff recommends that the Planning Commission approve the proposed development plans subject to the following stipulations: 1. Elimination of the southernmost curb -cut on Industry Drive; 2. Elimination of northernmost curb -cut and rearrangement of parking and circulation so as to allow ingress /egress through curb -cut on northerly lot. FA- frit ?Jur (1) Chairman Charles 0. Baker (2) Secretary L. E. Hall, ARCHITECTURAL CONTROL COMMITTEE Andover Industrial Park Tukwila, Washington June 12, 1978 • Members: 13) W. E. Boeing, Jr. (4) R. T. Davidson (5) R. G. Keever (6) W. B. McCurdy (7) Chairman, Tukwila Planning Commissic TO: ALL MEMBERS OF THE ARCHITECTURAL CONTROL COMMITTEE Following is a revised agenda for the meeting of the Architectural Control Committee on Tuesday, June 13, 1978 1. Prudential - Multi- tenant Building a. Free Standing Sign Plans b. Tenant Sign Plans 2. Koll Company - Koll Business Center Phase 3 - Light Industrial Project a. Building and Site Plans b. Landscape Plans c. Sign Plans 3. 1000 Andover Park East Building a. Revision of Driveway Entrances b. Plans for rehabilitation of Utility Corridor Landscaping 4. Bedford Associates, Inc. a. Tenant Sign Plans /r, J44p550aR L. E. Hall, Secretary Architectural Control Committee for KOLL CONTRACTOR. August 18, 1977 Mr. Kjell Stoknes Planning Director City of. Tukwila. 14475 -59th Avenue South Tukwila, WA 98188 Dear Mr. Stoknes: This morning, Bill Stites of Ferguson and Burdell and I, met with you and Mr. Crutchfield regarding our interest in developing Andover Phase III of the Koll Business Center into a series of 19 buildings ranging in size from 4,000 square feet to 5,200 square feet, wherein each of the individual buildings would be offered for sale to owner - users. Our development plan is represented by the material which we left with . you today and which we discussed at our meeting. I would respectfully request that you please review this material to see what the procedures and the timetable would be for obtaining the necessary permits and ap- provals from the City of Tukwila to pursue this program. Very truly yours, COMP odge Presiden RF:j1 cc: Mr. Gary Crutchfield Assistant Planner DECEIVEll auciz 1977 gip CITY OF 1UKWIV` 2733 152nd Avenue N.E. • Redmond • Washington 98052 • (206) 885 -5765 (1) Chairman Charles 0. Baker (2) Secretary Robert C. Wing ARCHITECTURAL CONTROL COMMITTEE Andover Industrial Park Tukwila, Washington October 25, 1973 Mr. Ronald F. Mettler Chairman Tukwila Planning Commission 14800 Interurban Avenue South Tukwila, Washington 98067 Dear Ron: Members: • (3) W. E. Boeing, Jr. (4) R. T. Davidson (5) R. G. Keever (6) W. B. McCurdy (7) Chairman, Tukwila Planning Commission I am enclosing copies of letters from five members of the Andover Industrial Park Architectural Control Committee expressing their opinions on the Don Koll Northwest Phase III site and building plans as presented to each member for their approval. Mr. Wells B. McCurdy stated his approval of the Don Koll Northwest Phase III site and building plans to me via telephone at 5:00 p.m., October 24, 1973. The five letters stating approval and Mr. McCurdy's telephone confirmation constitutes unanimous approval by the voting membership of the Architectural Control Committee for Andover Industrial Park. • As Chairman of the Architectural Control Committee for Andover Industrial Park I would like to recommend the approval of Don Koll Northwest Phase III site and building plans, subject to the review and approval of the Tukwila Planning Commission, other appropriate City of Tukwila departments and the usual follow up requirements as stated by the Architectural Control Committee for Andover Industrial Park. Sincerely, Charles O. Baker Chairman, Architectural Control Committee for Andover Industrial Park psr encl. Oct. 19, 1973 Mr.'Charles.0. Baker Chairman Architectural Control Committee Andover Industrial Park `lukwila, Wash. Dear Charley: In regards to the preliminary site plan for Don Koll. Phase III, I cast an affirmative vote for same. However, I. feel some discussion will have to be entered at the Tukwila Plan - ning Commission Meeting in regard to the set - backs on Christensen Road. Since i7 %fly,, P-1,1, Ron Mettler IIEMEIEEIMEN PUGET WESTERN, INC. Evergreen Building 15 South Grady Way Renton, Washington 98055 BA 6 -6900 October 17, 1973 Mr. Charles O. Baker, Chairman Architectural Control Committee'. P. 0. Box 88556 Tukwila, Washington 98188 • Re Don Koll Northwest Phase III Project Dear Mr. Baker: Pursuant to the action taken at the *October 9th meeting of the Architectural Control. Committee with .respect to the.•subject project, I have now reviewed the additional' detailed• design data supplied to each of the members by the°project architect. The detailed drawings appear to support the developer's representation at the October 9th meeting that exterior surfaces of all building structures would be of the same materials and textures as previously approved by the.. Architectural Control Committee *for Phases I and II of the same 'project. Therefore, by this letter. 1 reaffirm the contingent vote of approval that I cast at said meeting subject to the later submittal usually called for of landscaping and sign details and further subject to the previously required provision that all heating, . veritillation and air conditioning equipment be located on roof structures to be completely screened with para- pets compatible in design and color with the remainder of the respective structures. Yours truly, R. C. Wing President Developers of ANDOVER PARK C C DAVIDSON PRODUCTS COMPANY �'x i ded P1a fps 402 BAKER BOULEVARD • ANDOVER INDUSTRIAL PARK SEATTLE, WASHINGTON 98188 • CHERRY 4 -9606 October 22, 1973 Mr. Charles Baker Tukwila Industrial Council P.O. Box 88556 Tukwila, WA 98188 Dear Charley: This is to acknowledge that I did receive the drawings from the Don Koll Northwest Company on the Phase III program in Andover Industrial. Park. From my observations these draw- ings are consistent with Phase I and II and comply with the covenants of the park. Very truly yours, DAVIDSUN PRO] CT)CO. / R. T. Davidson President EXTRUDERS OF CUSTOM PROFILE SECTIONS AND POLYETHYLENE FILM.. October 19, 1973 Mr. Charles Baker, Chairman Architectural Control Committee Andover Industrial Park P. O. Box 8856 Tukwila, Washington 98188 Dear Chairman Baker: I have reviewed the preliminary site plan, floor plans, and exterior elevation for Koll /Andover. Phase 3. I find them generally in accordance with the protective covenants and would endorse their acceptance subject to the usual require- ments for screening any roof - mounted equipment, landscaping, . and signing. Very truly yours,- R'. G,.- weever • /'r394 78 Avenue S . E Me cer Island, Washington i _.. 98040 WILLIAM E. BOEING, JR. 1411 FOURTH AVENUE SEATTLE, WASHINGTON 98101 October 18, 1973 Charles Baker, Executive Director Tukwila Industrial Council P. O. Box 88556 Tukwila, Washington 98188 Dear Charles: I have looked over the proposed plans for Koll, and I approve of them subject to the usual requirements of A.C.C., etc., etc. Very jiruly yours t )Minutes, 25 October 1973 Page 2 hand -out. Requested a work meeting be scheduled for study of this matter. Chairman Mettler scheduled work meeting for Thursday, 1 November 1973. Burlington Northern Rezone Chairman Mettler noted that this item has been tabled until such time as the zone revisions are completed. Tri -Way Industries Mr. Moss explained revised site plan which now complies with the parking requirements, also read Staff comments. Motion by Mr. Kirsop, seconded by Mr. Zepp and carried to approve the revised site plan as submitted subject to technical review by appropriate City officials. Parkway Plaza - Lighting Review Mr. Moss informed Commission the applicant had requested, this afternoon, that this matter be tabled to allow further study to be accomplished by the applicant. Motion by Mrs. Harris, seconded by Mr. Harrison and carried to table this matter to the next regular meeting in accord - ance with the applicant's request. NEW BUSINESS: Amendments to By -Laws Upon reading the proposed By -Laws, as amended by the ad -hoc committee appointed at the last regular meeting, it was noted that some changes are needed. Motion by Mr. Lamb, seconded by Mr. Kirsop and carried to table this matter to the next regular meeting to allow discussion of changes during the next work meeting. BOARD OF ARCHITECTURAL REVIEW: :--* Don Koll Phase III - Site Plan Chairman excused Mr. Sneva from participation in this matter due to his private interest in•the project. C Minutes, 25 October 1973 Page 3 Mr. Moss read staff comments and noted staff's concern for landscaping along Christiansen Road. Mr. Jim Collar, Don Koll Northwest, assured Commission that a ten (10) foot strip of landscaping, including Coastal Redwood trees, is planned by the developer. Motion by Mr. Harrison, seconded by Mr. Kirsop and carried to approve the plan as submitted subject to inclusion of ten (10) foot landscape strip abutting Christiansen. Road and technical review by appropriate City officials, Don Koll Lot #6 - Site Plan Mr. Moss read Staff comments, noting Chapter 18.56.055 (2) of the Tukwila Municipal Code requires a fifteen (15) foot landscape strip adjacent to public right -of -ways. Mr. Harrison noted the intent of that ordinance was to require screening of commercial /industrial uses from residential uses located on either side of public right -of -way and not, as in this case, to screen industrial uses from industrial uses. Motion by Mr. Harrison, seconded by Mr. Lamb and carried to approve the plan submitted 'as it complies with the intent of the original plat accepted by the City and because Chapter 18.56.055 (2) is in error requiring screening of industrial uses from same. McCann Project #247 - Site Plan Mr. Moss read Staff comments noting that parking is insufficient if mezzanine offices are to be included, no landscaping along the P -17 channel which is a public right -of -way, and the possible need for trucks to maneuver in the public right -of -way due to minimal area provided for truck maneuvering. Mr. Tom Sconzo, architect, explained the truck maneuvering area is minimal but adequate. Commission established the fact there exists a fifteen (15) foot utility easement along the south line of the P -17 channel. Mr. Dave McNabb, McCann Construction Company, noted that five (5) feet of landscaping could be provided along the P -17 channel and two (2) feet taken off the 227 foot dimension of the building. BYLAWS OF ANDOVER COMMUNITY ASSOCIATION RECEIVED O.C.D. CITY OF TUKWILA 'ocT, 3 1 19T7 ARTICLE I Definitions The following terms used in these Bylaws are defined as follows: 1.1 "Association" means ANDOVER COMMUNITY ASSOCIATION, a Washington non - profit corporation. 1.2 "Community Services" shall include any and all of the purposes set forth in the Articles of Incorporation of the Association, the Andover Center Declaration of Covenants, Conditions and Restrictions recorded in the office of the Director of Records and Elections under recording number , or any amendments thereto, including but not limited to the landscaping and maintenance of the Common Area and the maintenance, installation and improvement of all driveways, sidewalks and off - street parking areas within the Common Area. 1.3 "Common Facilities" shall include all property owned, leased or controlled by the Association. 1.4 "Community Area" means all tracts of land and building and improvements thereon served by the Association in furtherance of its Community Services and shall include all of the land lying within the real property described in the legal description thereof attached hereto and hereby made a part hereof as "Exhibit A." 1.5 "Common Area" shall mean the real property owned by the Association as set forth in the legal description thereof attached hereto and hereby made a part hereof as "Exhibit B." 1.6 "Lot" shall mean and refer to a recorded parcel within the Community Area, except the Common Area. 1,7 "Member" shall mean and refer to every person or entity who holds membership in the Association. -1- 1.8 "Owner" shall mean and refer to the person or entity who is the record owner of the fee simple title to any Lot which is part of the Community Area, including con- tract sellers, but excluding those having such interest merely as security for the performance of an obligation. 1.9 "Deed of Trust" shall mean the conveyance of any Lot or other portion of the Community Area to secure the performance of an obligation or a mortgae given to secure the performance of an obligation. 1.10 "Conveyance" shall mean and refer to conveyance of a fee simple title of any part of the Community Area. ARTICLE II Office 2.1 Principal Office: The principal office for the transaction of the business of the Association is hereby fixed and located in the City of Tukwila, in King County, Washington. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another within said King County. ARTICLE III Members 3.1 Number of Members: There shall be only one membership for each Lot in the Community Area. 3.2 Membership: Every person or entity who is a record Owner of a fee or undivided fee interest in any Lot.,, shall be a Member of the Association. The foregoing shall not include persons or entities who hold an interest merely as security for the performance of an obligation. No Owner shall have more than one membership for each Lot owned by that Owner. Membership shall be appurtenant to and may not be separated from the fee ownership of any Lot. Ownership of such Lot shall be the.sole qualification for membership. 3.3 Compliance with Bylaws: All Members, tenants of such Members, employees of such Members and tenants, and any other person that may in any manner use or occupy a Lot or any part thereof, shall be subject to these Bylaws and the administrative rules and regulations, if any, adopted pursuant thereto, or as the same may be amended from time to time. -2- 3.4 Transfer: The membership held by any Owner of a Lot shall not be transferred, pledged or alienated in any way, except upon the sale to the purchaser of such Lot, or upon the encumbrance to the Deed of Trust holder of such Lot. Any attempt to make a prohibited transfer is void, and will not be reflected upon the books and records of the Association. In the event the Owner of any Lot should fail or refuse to transfer the membership registered in his name to the purchaser of such Lot, the Association shall have the right to record the transfer upon the books of the Associa- tion and shall issue a new certificate to the purchaser, and thereupon the old certificate outstanding in the name of the seller shall be null and void as though the same had been surrendered. 3.5 Termination of Membership: Membership in the Association shall automatically terminate upon the conveyance of the fee ownership in the Lot. ARTICLE IV Meetings of Members of the Association 4.1 Annual Meeting. The annual meeting of the Members of the Association for the election of a Board of Directors, and the transaction of such business as may properly come before the meeting, shall be held at the principal office of the Association, or such other place or places within King County as the Board of Directors may designate by notice in writing to all members on the first Monday in January of each year, commencing with the year , unless said day shall be a Sunday or legal holiday, in which event said meeting shall be held on the next following day not a Sunday or a legal holiday, at the hour of 7:00 o'clock p.m., or at such other time as the Board of Directors may designate by notice in writing to all members. 4.2 Special Meetings: Special meetings of the members shall be held at the principal office of the Association or at any other convenient place in King County, Washington, at any time upon the call of the President, or any three members of the Board of Directors, or by one or more Members holding not less than twenty per cent (20 %) of the voting rights of Members in the Association, after notice of the time, place, and purpose of such meeting shall be delivered to each Member, as set forth above. 4.3 Adjournments: An adjournment or adjournments of any annual or special meeting may be taken without any notice being given, unless such adjournment is for a period -3- of thirty or more days or where the adjournment is of a meeting at which directors are to be elected, then such meeting shall be adjourned only from day to day until such directors have been elected. Except as above provided, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, other than by announcement thereof at the meeting at 'which such adjournment is taken. 4.4 Quorum: The presence in person or by proxy of a majority of the Members entitled to vote shall constitute a quorum for the transaction of business at a Member's meeting. The vote of a majority of the votes entitled to be cast by the Members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adop- tion of any matter voted on by the Members, unless a greater proportion of voting interest is required pursuant to the Articles of Incorporation or these Bylaws. The members present at a duly called and held meeting at which a quorum is present may continue to do business, until adjournment, notwithstanding the withdrawal or departure of certain Members, leaving less than a quorum. 4.5 Consent of Absentees: The transaction of any business at any meeting of Members, either annual or special, however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the Members entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the records of the Association or made a part of the minutes of the meeting. 4.6 Proxies: Every Member entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by such Member or his duly authorized agent and filed with the Secretary of the Association; provided that no such proxy shall be valid after the expiration of eleven (11) months from the date of its execution, except that, in the case of any Member who has granted to a lessee a leasehold interest with respect to a Lot in which such Member holds the interest required for membership by Section 1 of Article III of these Bylaws, such Member may execute a written proxy in favor of such lessee which shall be valid for the remain- der of the term of such lease, or the longest period permitted by law, whichever is shorter. -4- 4.7 Notice: Written notice of the time, place, day and hour of a special or annual meeting and, in the case of a special meeting, the general purpose or purposes for which the meeting is called, shall be delivered personally or by mail to each member of the Association not less than ten (10) nor more than fifty (50) days before the date of the meeting by or at the direction of the officer or Members calling the meeting, to each Member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the records of the Association, with postage thereon prepaid. Notice of any regular or special meeting of the Association may be waived either orally or in writing, at any time before, at or after such meeting. 4.8 Action Without Meeting: Any action which might be validly adopted or undertaken at a regular or special meeting of the Association may be validly undertaken and approved by the Members of the Association without a meeting by a consent in writing executed by all of the members. ARTICLE V Board of Directors 5.1 Number: The business and affairs of the Associa- tion shall be managed and administered by a Board of Directors which shall consist of not less than three (3) nore more than seven (7) directors. Until the holding of the organizational meeting of the Members referred to in Article , Section , below, the Board shall consist of three (3) directors appointed by A E Properties, Inc. At the organizational meeting described below, three (3) directors shall be elected and the person receiving the greatest number of votes shall be elected as Director with a term of two (2) years. There- after, all Directors shall be elected for terms of two (2) years each. 5.2 Vacancies: (a) Vacancies in the Board of Directors shall be filled by the remaining members of the Board, even though less than a quorum and each person so elected shall be a director until his successor shall have been elected by the Members, who may make such election at the next annual meeting of the Members or at any special meeting duly called for that purpose; provided, that the Members may at any time elect directors to fill any vacancy not filled by the direc- tors, and may elect the additional directors at the meeting - 5- at which the amendment of the Bylaws is voted authorizing an increase in the number of directors. (b) A vacancy or vacancies shall be deemed to exist in case of the death, resignation or removal of any director. If the Members shall increase the authorized number of directors but shall fail to elect the additional directors so provided for at the meeting at which such in- crease is authorized, or at an adjournment thereof, or in case the Members fail at any time to elect the full number of authorized directors, a vacancy or vacancies shall be deemed to exist. (c) If any director tenders his resignation to the Board of Directors, the Board shall have the power to elect a successor to take office at such time as the resig- nation shall become effective. No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office. 5.3 Annual Meeting of Directors: The annual meeting of directors at which the officers of the Association shall be elected shall be held at the registered office of the Association (or at such other place as may be designated for the annual Member's meeting) immediately following the final adjournment of the annual Member's meeting. 5.4 Special Meetings. Special meetings of the Board of Directors may be called by the President or Secretary of the Association at any time, and may be held within or without King County after the giving of sufficient notice to each director to enable him to attend, or at any time when all the directors are present in person and consent thereto. Waiver of notice of any meeting of the Board of Directors, either regular or special, may be given at any time before, at or after such meeting, either orally or in writing. 5.5 Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting. 5.6 Action Without Meeting: Any action or business which the directors could conduct at the annual or any special meeting may be validly accomplished or conducted by written consent of all directors. 5.7 Other Regular Meetings: Other regular meetings of the Board of Directors may be held without call at such place and day and hour as may be fixed from time to time by resolution of the Board of Directors; provided,' that should -6- said day fall upon a legal holiday, then the meeting which otherwise would be held on said day shall be held at the same time on the next day thereafter ensuing which is not a legal holiday. Notice of all such regular meetings of the Board of Directors is hereby dispensed with. 5.8 Committee - With Authority of Board: The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, to consist of two or more of the directors of the Association. Any such committee, to the extent provided in said resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the business and affairs of the Association, except where action of the full Board of Directors is required by the laws of the State of Washington, the Articles of Incorporation or these Bylaws. 5.9 Commitees Without Authority of Board: Other committees not having and exercising the authority of the Board of Directors in the management of the affairs of the Association may be designated and appointed in the discre- tion of the Board of Directors, or by the President, pur- suant to a resolution of the Board adopted by a majority of the Directors present at a meeting at which a quorum is present. Membership on such committees may, but need not be, limited to Directors or Members of the Association. 5.10 Records: All committees shall keep regular minutes of their proceedings and shall report the same to the Board of Directors when required. 5.11 Manager: The Board of Directors may, in its discretion, delegate any of its duties of management and administration to one or more persons, firms or corporations who shall be designated as "Manager" or "Managing Agent, ". upon such terms and conditions and for such compensation as the Board of Directors may from time to time determine. 5.12 Removal of Director: Any director may be removed either for or without cause, at any regular or special meeting of the Members of the Association by the affirmative vote of a majority of the Members present in person or by proxy at such meeting and entitled to vote, if notice of the intention to act upon such matter shall have been given in the notice calling such meeting. 5.13 Fidelity Bond: The Board of Directors shall obtain a fidelity bond naming the members of the Board of Directors, the officers of the Association, and the Manager or Managing Agent, if any, and such other person or persons -7- as may be designated by the Board as principals and the Association as obligee, in an amount determined to be suffi- cient by the Board. 5.14 Powers: Subject to the limitations of the Articles of Incorporation, or these Bylaws, and of the Washington Business Corporation Act as to action to be authorized or approved by the Members, and subject to the duties of the directors as prescribed by these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Association shall be con- trolled by the Board of Directors. Without prejudice to, or in limitation of, such general powers, but subject to the same limitations, the directors are vested with and shall have the following powers, to wit: (a) To select, appoint, and remove all officers, agents and employees of the Association, to prescribe such powers and duties for them as may be consistent with law, with the Articles of Incorporation and /or these Bylaws, to fix their compensation and to require from them security for faithful service when deemed advisable by the Board. Any management body or agency selected prior to the first annual election shall be employed to manage only until the first annual election after initial organization, at which time the continuance of the same or the selection of another body or agency shall be determined by a majority vote; (b) To conduct, manage and control the affairs and business of the Association, and to make and en- force such rules and regulations therefor consistent with law, with the Articles of Incorporation and /or these Bylaws, as the Board may deem necessary or advisable; (c) To change the principal office for the trans- action of the business of the Association from one location to another within King County, as provided in these Bylaws; to designate any place within said County for the holding of any annual or special meeting or meetings of Members; to adopt and use a corporate seal, and to prescribe the form of certificate of membership, if any; and to authorize the issuance of memberships to such persons as shall be eligible for membership, as provided in Article III of these Bylaws; (d) To borrow money and to incur indebtedness for the purposes of the Association, and to cause to be executed and delivered therefor, in the Association's name, promissory notes, bonds, debentures, Deeds of -8- 1 Trust, mortgages, pledges or other evidences. of debt and security therefor; (e) To fix and levy from time to time assessments upon the Members of the Association; to determine and fix the due date for the payment of such assessments, and the date upon which the same shall become delinquent; provided, however, that such assessments shall be fixed and levied only to provide for the payment of the expenses of the Association and of taxes and assessments upon real or personal property owned, controlled or occupied by the Association, or for labor rendered or materials or supplies used and consumed, or equipment and appliances furnished for the maintenance, improve- ment or development of such property or for the payment of any and all obligations in relation thereto, or in performing or causing to be performed any of the pur- poses of the Association for the general benefit and welfare of its Members, and the Board of Directors is hereby authorized to incur any and all such expendi- tures for any of the foregoing purposes and to provide adequate reserves for replacements as it shall deem to be necessary or advisable in the interest of the Association or welfare of its Members. Both regular and special assessments shall be fixed at a rate for all Lots based upon the square footage of the building located on the Lot and may be collected on a monthly basis. Should any Member fail to pay such assessments before delinquency, the Board of Directors in its discretion is authorized to enforce the payment of such delinquent assessments as provided in these Bylaws; (f) To enforce the provisions of the Declaration. of Restrictions covering the Community Area, these Bylaws or other agreements of the Association; (g) To maintain such policy or policies of insurance as the Board of Directors of the Association deems necessary or desirable in furthering the purposes of and protecting the interests of the Association and its Members; (h) To obtain, for the benefit of all of the common areas, all water, gas and electric services and . refuse collection, including refuse collection and water service to each Member's Lot, if deemed advisable by the Board, and to grant easements where necessary for utilities and sewer facilities over the common areas and the lots; -9- (i) To contract for and pay maint ing, utilities, materials and supplies, relating to the common area and to empl necessary for the operation of the proj legal and accounting services. To cont for improvements and Community Faciliti (j) To establish and maintain, in of the Board of Directors, a working ca tingency fund in an amount to be determ Board of Directors of the Association; nance, garden - and services y personnel ct, including. act for and pay s; the discretion ital and con- ned. by the (k) To delegate its powers accord'ng to law, and subject to the approval of the Members, to adopt these Bylaws. 5.15 Fees and Compensation: No direct shall receive any salary for his services as or director. Nothing herein contained shal preclude any director of officer from servi as agent, counsel, or in any capacity other director or officer, and receiving compensa ARTICLE VI Officers 6.1 Officers: The officers of the As be a President, one or more Vice - Presidents, a Treasurer, who shall be nominated and ele of Directors at the annual meeting of the B until the next annual meeting, or until the duly elected and qualified. Except for the officers need not be directors, but all off members of the Association. Any of said of removed by the Board of Directors with or w' any regular or special meeting called for s Vacancies in any office may be filled by th Directors at any meeting. Any two or more held by the same person, except the offices Secretary. No compensation shall be paid for their performance of the duties attenda office. The following shall be applicable the officers of the Association. or officer to such officer be construed to g the Association than as such ion therefor. • • (a) President. The President sh of the Board of Directors and shall pr meetings of the Directors and the Asso have general management of the affairs tion subject to control by the Board o -10- ociation shall a Secretary and ted by the Board ard, to serve ✓ successors are President, cers must be icers may be thout cause at ch purpose. Board of ffices may be of President and o the officers t to their ith respect to 11 be a member side at the iation, shall of the Associa- Directors, shall sign all written contracts of the Association, shall appoint and discharge all agents and employees, subject always to the approval of the Board of Direc- tors, and subject to the right of the Board of Direc- tors to remove or discharge the same, and shall perform all such other duties as are incident to this office or as may be required of him by the Board of Directors. He shall be ex- officio a member of all standing commit- tees, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws. (b) Vice - President. The Vice - President shall, in the absence or incapacity of the President, perform the duties of that office, and shall perform such other and further duties as are incident to this office or as may be required of him by the Board of Directors. (c) Secretary. The Secretary shall keep the minutes of all meetings of the Directors and the Asso- ciation. He shall attend to the giving and serving of all notices of the Association, shall be custodian of the minute book, and shall attest with his signature all written contracts and shall perform all such other duties as are incident to the office of the Secretary or as may be required by the Board of Directors. (d) Treasurer. The Treasurer shall keep regular books of account, shall submit them, together with all of his other records and papers to the Board of Direc- tors at any meeting when required to do so, and shall perform all such other duties as are incident to his office or as may be required by the Board of Directors. The Treasurer shall deposit all monies and other valu- ables in the name and to the credit of the Association with such depositaries as may be designated by the Board of Directors. He shall disburse the funds of the Association as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all of his transactions as Treasurer and of the financial condition of the • Association, and shall have such other powers and per- form such other duties as may be prescribed by the Board of Directors or these Bylaws. (e) Other Officers. In addition to the foregoing officers, the Board of Directors may, from time to time, elect such other officers as they may see fit, with such duties as the Board of Directors may deem proper. • 6.2 Resgination: Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Association. Any such resignation shall take effect as of the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 6.3 Vacancies:' A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in themanner prescribed in these Bylaws for regular appointments to such office. ARTICLE VII Voting 7.1 Voting of Directors: All voting of the Board of Directors shall be in person or by proxy. Each Director shall have one vote. 7.2 Voting of Members: All voting at meetings of the members of the Association shall be in person or by proxy. The following shall apply with respect to voting of Members: (a) Voting Rights: The Association shall have the following two classes of membership: Class A - Class A Members shall be all those Owners as defined in Section 1 of this Article above with the exception of A E Properties, Inc., a California corporation, its successors and assigns. Class A Members shall be entitled to one vote for each Lot in which they hold the interest required for mem- bership under Section 1 of this Article above. When more than one person holds such interest in any Lot, all such persons shall be Members. The vote for such Lot shall be exercised as they among themselves deter- mine, but in no event shall more than one vote be cast with respect to any Lot, as more fully set forth in Section 7 below. Class B - The Class B Member shall be A E Proper- ties, Inc., a California corporation, its successors and assigns. The Class B Member shall be entitled to four (4) votes for each Lot in which it holds the interest required for membership under Section 1 of this Article above, provided that the Class B member- ships shall cease and be converted to Class A member- ship on the happening of the earlier of the following: -12-- (.i) When the total votes outstanding in the Class A membership equals the total votes out- standing in the Class B membership; or (ii) The expiration of seven (7) years from 19 (b) Voting Member. There shall be one (1) "Vot- ing Member" for each Lot. If a person owns more than one Lot, he shall have the votes for each Lot owned. The Voting Member shall be designated by the Owner or Owners of each Lot by written notice to the Board of Directors; provided, that such Voting Member need not be an Owner. The designation shall be revocable at any time by the written consent of the Owner or Owners of that respective Lot upon receipt by the Board of Directors of such consent or upon actual notice to the Board of Directors of the death or judicially declared incompetence of any party with an ownership interest in the Lot. This power of designation and revocation may be exercised by the guardian, administrator or executor of an Owner's estate. Where no designation is made, or where a designation has been made but is revoked and no new designation has been made, the Voting Member of each Lot shall be the group composed of all its Owners, and any or all of such Owners may be present at any meeting of the Voting Members and may vote or take any other action as a Voting Member either in person or by proxy. If the joint Owners present in person or by proxy do not act unanimously, the majority of said joint Owners shall prevail and the vote allocated to said Lot cast accordingly. (c) No Fractional Votes. The vote for a Lot must be cast as a single vote, and fractional votes shall not be allowed. (d) Cummulative Votes. At any election for directors of the Association, every Member may cumulate his vote or votes, as the case may be, and may give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the Member is entitled, or said Member may distribute his votes on the same principle among as many candidates as the Member thinks fit. The candi- dates receiving the highest number of votes up to the number of directors to be elected are elected. Any director may be removed from the Board, with or without cause, by a vote of the Members cast in the same manner as such votes may be cast for the election of directors as set forth above. -13- (e) Pledged Votes. In the event the record Owner or Owners have pledged their vote regarding special and /or general matters to an institutional first mortgagee or institutional first deed of trust bene- ficiary (hereinafter collectively referred to as a "Lot Mortgagee ") under a duly recorded deed of trust or mortgage or to the vendor or vendee under a duly recorded real estate contract, only the vote of such Lot Mortgagee, vendor or vendee will be recognized in regard to the special matters upon which the vote is so pledged, if a copy of the instrument with this pledge has been filed with the Board of Directors. Amendments to this Section shall only be effective upon the written consent of all of the Voting Members and their respective Lot Mortgagees and vendors, if any. (f) Evidence of Ownership. No Member of the Association shall be entitled to vote at any meeting of the Association until such Member has presented evi- dence of ownership to the Board of Directors. The vote of each member may only be cast by such Member in person or by proxy given by such Member to his or her spouse or to another member or to his duly authorized representative, which proxy shall bear a date not more than eleven (11) months prior to such meeting. Such proxy shall be filed with the Board of Directors prior to or at the time of the meeting. ARTICLE VIII 8.1 Assessments: Each Member in the Association shall be personally liable for the payment of such regular assess- ments and special assessments for capital improvements as may from time to time be fixed and levied by the Board of Directors pursuant to the provisions of these Bylaws; pro- vided, however, that such levy must be applied in a uniform manner among all Members. The regular and special assess- ments, together with such interest thereon and costs of collection thereof as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the Lot against which each such assessment is made from the due date of the assessment. Each such assessment, together with such interest, costs, and reasonable attorney's fees, shall also be the personal obligation of the person who was the Owner of such property at the time when the assessment fell due. The personal obligation shall not pass to his succes- sors in title unless expressly assumed by them. 8.2 Enforcement of Payment of Assessments: Any assessment provided for in these Bylaws, which is not paid -14- when due, shall be delinquent. With respect to each assess- ment not paid within fifteen (15) days after its due date, the Association may, at its election, require the Owner to, pay a "late charge" in a sum to be determined by the Asso- ciation. If any such assessment is not paid within thirty (30) days after the delinquency date, the assessment shall bear interest from the date of delinquency at the then legal rate, and the Association may, at its option, bring an action at law against the. Owner personally obligated to pay the same, or upon compliance with the notice provisions set forth below, to foreclose the lien (provided for in Section 8 of Article III of these Bylaws) against the Lot, and there shall be added to the amount of such assessment a late charge, the costs of preparing and filing the complaint of such action, and in the event a judgment is obtained, such judgment shall include said interest and a reasonable attor- ney's fee, together with the costs of the right and power to bring all actions at law or lien foreclosure against such Owner or other Owners for the collection of such delinquent assessment. 8.3 Notice of Lien: No action shall be brought to foreclose said assessment lien or to proceed under the power of sale herein provided less than thirty (30) days after the date a notice of claim of lien is deposited in the United States mail, certified. or registered, postage prepaid, to the Owner of said Lot, and a copy thereof is recorded by the Association in the Office of the County Recorder of King County; said notice of claim must recite a good and suf- ficient legal description of any such Lot, the record Owner or reputed Owner thereof, the amount claimed (which may at the Association's option include interest on the unpaid assessment' at the legal rate) plus reasonable attorney's fees and expenses of collection in connection with the debt secured by said lien, and the name and address of the claimant. 8.4 Foreclosure Sale: Any such sale provided for above is to be conducted in accordance with the provisions of RCW , applicable to the exercise of powers of sale and mortgages or in any other manner permitted or provided by law. The Association, through its duly author- ized agents, shall have the power to bid on the Lot at foreclosure sale, and to acquire and hold, lease, mortgage and convey the same. 8.5 Cure of Default:. Upon the timely curing of any . default for which a notice of claim of lien was filed by the Association, the officers of the Association are hereby authorized to file or record, as the case may be, appro -. priate release of such notice, upon payment by the defaulting -15- Owner of a fee, to be determined by the Association, to cover the costs of preparing and filing or recording such release, together with the payment of such other costs, interest or fees including attorney's fees, as shall have been incurred. 8.6 No Election of Remedies: The assessment lien and the rights to foreclosure and sale thereunder shall be in addition to and not in substitution for all other rights and remedies which the Association and its assigns may have hereunder and by law, including a suit to recover a money judgment for unpaid assessments, as above provided. 8.7 No Exemption: No Member may exempt himself personal liability for assessments duly levied by the Asso- ciation, nor release the Lot owned by him from the liens and charges thereof, by waiver of the use and enjoyment of the Common Area and the facilities thereon or by abandonment of his Lot. 8.8 Junior Lien: If any Lot subject to a monetary lien created by any provision hereof shall be subject to the lien of a Deed of Trust: (1) the foreclosure of any lien • created by anything set forth in these Bylaws shall not operate to affect or impair the lien of such Deed of Trust; and (2) the foreclosure of the lien of Deed of Trust or the acceptance of a deed in lieu of foreclosure of the Deed of Trust shall not operate to affect or impair the lien hereof, except that the lien hereof for said charges as shall have accrued up to the foreclosure shall be subordinate to the lien of the Deed of Trust with the foreclosure- purchaser or deed -in- lieu - grantee taking title free of the lien hereof for all said charges that have accrued up to the time of the foreclosure or deed given in lieu of foreclosure, but subject to the lien hereof for all said charges that shall accrue subsequent to the foreclosure or deed given in lieu of foreclosure. ARTICLE IX Stock and Interest in Corporation 9.1 Membership Certificates: In its discretion, the Board of Directors of the Association may, but need not, issue appropriate membership certificates evidencing member- ship in the Association. -16- ARTICLE X. Indemnification of Directors and Officers 10.1 General: Each director or officer now or here- after serving the Association, and each person who at the request of or on behalf of the Association is now serving or hereafter serves as a director or an officer of any other Association, and the respective heirs, executors and admin- istrators of each of them, shall be indemnified by the Association against all costs, expenses, judgments, and liabilities, including attorneys' fees, reasonably incurred by or imposed upon him in connection with or resulting from any action, suit or proceeding, civil or criminal, in which he is or may be made a party by reason of his being or . having been such director or officer or by reason of any action alleged, to have been taken or omitted by him as such director or officer whether or not he is a director or officer at the time of incurring such costs, expenses, judgments, and liabilities, except in relation to matters as to which he shall be finally adjudged, without right of further appeal in such action, suit or proceeding, to have been liable for willful misconduct in the performance of his duty as such director or officer. Such indemnification shall be made with respect to adjudications other than on the merits and shall extend to settlements and compromises. The foregoing right of indemnification shall not be exclu- sive of other rights to which such director or officer may be entitled as a matter of law. ARTICLE XI Seal 11.1 The corporate seal shall be the usual impression by means of raised letters and read as follows, and of which an impression is hereto affixed: ANDOVER COMMUNITY ASSOCIATION A Washington Non - Profit Corporation ARTICLE XII Miscellaneous 12.1 Record Date and Closing Membership Register: The Board of Directors may fix a time, in the future, not exceed- ing fifteen (15) days preceding the date of any annual or special meeting of Members, as a record date for the deter- mination of the Members entitled to notice of and to vote at -17- any such meeting, and in such case only Members of record on the date so fixed shall be entitled to notice of and to vote at such meeting, notwithstanding any transfer of any member- ship on the books of the Association after any record date so fixed. For the purpose of determining such record date, the Board of Directors may close the books of the Associa- tion against transfer of membership during the whole, or any part, of any such period. 12.2 Inspection of Corporate Records: The membership register, the books of account, and minutes of meetings of the Members and directors' meetings shall be open to the inspection of the directors and Members at all reasonable times from time to time and in the manner provided in the Corporations Code of the State of Washington relating thereto. 12.3 Checks, Drafts, Etc.: All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Association, shall be signed or endorsed by such officer or officers and in such manner as, from time to time, shall be determined by resolution of the Board of Directors. 12.4 Contracts, Etc., How Executed: The Board of Directors, except as in these Bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of . and on behalf of the Association, and such authority may be general or confined to specific instances; and unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Association by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 12.5 Annual Report: The Board of Directors shall cause a copy of an annual report to be sent to each Member of the Association not later than one hundred twenty (120) days subsequent to the close of the fiscal or calendar year of the Association. 12.6 Inspection of Bylaws: The Association shall keep in its principal office for the transaction of business the original or a copy of the Bylaws as amended, certified by the Secretary, which shall be open to inspection by all of the Members at all reasonable times. -18- 12.7 Annual Independent Audit: An annual independent audit of the account or accounts of the Association or any management body shall be made, and a copy of such audit shall be available for the inspection of each Member, . officer, and director of the Association at the office of the Association after completion thereof. 12.8 Singular Includes Plural: Wherever the context . of these Bylaws requires same, the singular shall include the plural and the masculine shall include the feminine. ARTICLE XIII Amendments 13.1 Powers of the Members: The Bylaws of this Association may be adopted, amended or repealed at a meeting duly called for said purpose by the vote of a majority of the voting power represented at said meeting, provided a quorum is present. Any such proposed amendment shall be submitted to each Member together with the advance notice of said meeting. 13.2 Powers of Directors: Subject to the right of the Members to adopt, amend or repeal these Bylaws, as provided in Section 1 of this Article VIII, at any special or regular meeting of the Board of Directors, the Board of Directors may adopt, amend or repeal any of these Bylaws, except that only by a vote of the Members, as provided in Section 1 of this Article XIII, may the following Bylaws be amended or changed: (a) The provisions of Article , Section , relating to the Number of Directors; (b) The provisions of Article , Sections , relating to Number of Members, Qualifications of Members, Transfer of Membership, and Termination of Membership; and (c) The provisions of Article , Sections , relating to Voting, Assessments, and Enforce- ment of Payment of Assessments. 13.3 Record of Amendments: Whenever an amendment or new Bylaw is adopted it shall be placed in the book of Bylaws in the appropriate place. If any Bylaw is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted or written assent was filed, shall be stated in said book. -19- 1 1 KNOW ALL MEN BY THESE PRESENTS that we, the under- signed, being all of the persons appointed in the Articles of Incorporation to act as the first Board of Directors of ANDOVER COMMUNITY ASSOCIATION, hereby assent to the foregoing Bylaws and adopt the same as the Bylaws of said Association and said corporation. IN WITNESS WHEREOF, we have hereunto set our hands this day of , 197_. WM. H FERGUSON CHARLES 5. BURDELL (1973) WM. WESSELHOEFT DONALD MGL. DAVIDSON EDWARD HILPERT. JR. THOMAS J. GREENAN HENRY W. DEAN WILLIAM B. MOORE C. DAVID SHEPPARD W.J.THOMAS FERGUSON JAMES E. HURT' Mr. Lawrence Hard Attorney at Law 1300 Seattle Tower Seattle, WA 98101 LAW OFFICES OF cnv OFTUKWILA RECEIVED O.C.D. Ferguson t Burclell 1700 PEOPLES NATIONAL BANK BUILDING . Sea111e.Washinglon 08171 - (206) 622-1711 ,OCT October 10, 1977 Re: A E Properties, Inc.: Andover Phase III Dear Larry: E. P.SWAIN,JR. or COUNSEL WILLIAM 0. STITES BRUCE P. BABBITT JAMES P.MCOOWAN JOHN M. WOODLEY CHRISTOPHER KANE HENRY C.JAMESON SCOTT B.OSBORNE OAVID N. LOMBARD Enclosed you will find copies of the preliminary drafts of the Covenants, Conditions & Restrictions and the Bylaws with respect to A E Properties, Inc.'s proposed develop- ment in Tukwila. I have taken the liberty of forwarding a copy of the enclosures to Ksjell Stohnes. Please understand that the enclosures represent only the first rough draft of the subject documents and are by no means finished products. Your comments would be appreciated. The preliminary plans covering the subject develop- ment are being developed and will be forwarded to you when they are completed. WDS /md Enclosures cc: Rodger Fagerholm Ksjell Stoknes Very truly yours, FERGUSON & BURDELL By: William D. Stites DR- 15� -11 CaN Yid -I.. - ANtOEZ FW4I4Et 5(061 NW, CoPnD'UMt1? Pittm 3 Leeson Pomeroy Northwest, In, Royce A. Berg. A.I.A. Principio 11544•A Westlake Avenue NorlIt Seattle, Wash.98109 (206)28457, . ELEVATION . Leeson Pomeroy Northwest. inc. Royce A. Berg, Al A Principal 1844-A Westlake Avenue Nortn . Architecture and Plonning Leason Pomero Norlhwesl In . • Royce A.'Berg. A.I.A. Principal ,' 1844 -A Westlake Avenue No,tn . EAST ELEVATION .