HomeMy WebLinkAbout2017 - Declaration of Easements, Covenants, Conditions and Restrictions - LIT Inudstrial (Seattle South Business Park) - 20170928000476After recording, return to:
Chicago Title Insurance Company
2828 Routh Street, Suite 800
Dallas, Texas 75201
Attention: Donna Gulledge
11111111 1111 1111 1111 I1111 111I B i I 1I I111
20170928000476
EASEMENT Rec:$186.00
8128/2017 10:14 AM
KING COUNTY, WA
DECLARATION OF EASEMENTS, COVENANTS, CONDITIONS AND
RESTRICTIONS FOR SEATTLE SOUTH BUSINESS PARK
Document Title:
Declaration of Easements, Covenants, Conditions and Restrictions for Seattle South Business
Park
GRANTOR:
GRANTEE:
LIT INDUSTRIAL
partnership
LIT INDUSTRIAL
partnership
LIMITED PARTNERSHIP, a Delaware limited
LIMITED PARTNERSHIP, a Delaware limited
Legal Description:
Abbreviated Legal Description:
Parcels 1, 2, 3, 4, 5, 6, 8, 9, 10, 11, 12 and 13, and Tracts A and B,
#L17-0011, Rec. #,(1 Dcja0O04l King County, Washington.
(Ptns NE 1/4 SW 1/4; N 1/2 SE 1/4, and S 1/2 NE 1/4, Sec, 35, Twn.
E)
Additional Legal Description Found On:
Exhibit A
Tukwila BSIP
23 N., Rge. 4
Assessor's Property Tax Parcel Number or Account Number:
352304-9112; 352304-9018; 352304-9119; 352304-9120; 352304-9104; 352304-9055;
768990-0010; 768990-0020
Reference No. of Document Released: None.
US 4524323v.I7
EXCISE TAX NOT REQUIRED
King C unty cords Division
By Deputy
DECLARATION OF EASEMENTS, COVENANTS,
CONDITIONS AND RESTRICTIONS
FOR SEATTLE SOUTH BUSINESS PARK
This DECLARATION OF EASEMENTS, COVENANTS, CONDITIONS AND
RESTRICTIONS FOR SEATTLE SOUTH BUSINESS PARK is made effective as of
September , 2017 (the "Effective Date"), by LIT INDUSTRIAL LIMITED
PARTNERSHIP, a Delaware limited partnership ("Declarant").
RECITALS:
A. Declarant is the present fee owner of all that certain real property located in the
City of Tukwila, County of King, State of Washington, as more particularly described on Exhibit
A attached hereto and made a part hereof (the "Subject Property").
B. Declarant desires to subject the Subject Property to the easements, covenants,
conditions, restrictions and reservations hereinafter set forth to ensure that the Subject Property is
developed, used and maintained in a manner which establishes a desirable, high -quality business
park.
C. SSBP Owners' Association, a Washington non-profit corporation (the
"Association"), has been incorporated under the laws of the State of Washington for the purpose
of exercising the powers and functions set forth herein from and after the Effective Date. The
provisions of this Declaration (defined below) shall be enforceable by the Association against
any Owner (defined below) or, if the Association ceases to exist, by any Owner against any other
Owner.
DECLARATION
NOW, THEREFORE, Declarant proclaims, publishes and declares that the Subject
Property shall be held, conveyed, hypothecated, encumbered, rented, used, occupied and
improved subject to this Declaration, the terms of which shall run with the land and shall be
binding upon Declarant and upon all parties having or acquiring any right, title or interest in or to
any part of the Subject Property, and shall inure to the benefit of each Owner and Member (as
defined below) thereof.
ARTICLE 1
DEFINITIONS
1. Definitions. Unless the context requires otherwise, the terms defined in this
Article 1 shall, for all purposes of this Declaration, have the meaning herein specified.
1.1. "Affiliate" shall mean any and all subsidiaries of a person or entity,
including partnerships, limited liability companies or corporations of which a person or entity
owns or controls 50% or more of the stock, partnership or membership interests or voting rights
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or for which there are substantially the same management and key employees as any such person
or entity.
1.2. "Applicable Laws" shall mean all enforceable matters of record,
including without limitation, the Development Agreement by and between Segale Properties
LLC and the City of Tukwila, dated June 10, 2009, and recorded under King County Recording
Number 20090617000114, and re -recorded under King County Recording Number
20100726001100, as amended by that certain Addendum to Development Agreement dated
November 20, 2012, and recorded under King County Recording Number 20130228000691, that
certain Second Addendum to Development Agreement dated February 27, 2013, and recorded
under King County Recording Number 20130228000692, and that certain Third Amendment to
Development Agreement dated June 2, 2014, and recorded under King County Recording
Number 20140624000980 (collectively, the "Development Agreement"), and all present and
future applicable laws, statutes, codes, ordinances, resolutions, rules, regulations, orders and
requirements of all Governmental Authorities (defined below) or quasi -governmental authority
now or hereafter having jurisdiction over the Subject Property, the Improvements (defined
below), or any of the operations conducted thereon or therein, including, without limitation, any
federal, state or local law, ordinance or regulation relating to the environmental conditions on,
under or about the Subject Property, including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. 9601,
et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq.; the
Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Clean Water Act, 33
U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Occupational Safety and
Health Act, 84 Stat. 1590; and the Washington Health and Safety Code; and any regulations
promulgated under any of the foregoing.
1.3. "Applicable Rate" shall mean the lesser of (a) the "prime" rate of interest
published from time to time in The Wall Street Journal or its successor publication, plus 5%; or
(b) the maximum non -usurious rate of interest allowed under Applicable Laws with respect to
the obligations under this Declaration.
1.4. "Articles" shall mean the articles of incorporation of the Association, as
the same may be amended, modified, supplemented or replaced from time to time in accordance
with its terms.
1.5. "Assessments" shall have the meaning set forth in Section 9.1.
1.6. "Association" shall have the meaning set forth in Recital C.
1.7. "Association Rules" shall have the meaning set forth in Section 6.3.
1.8. "Auditing Owner" shall have the meaning set forth in Section 9.11.
1.9. "Board" shall mean the board of directors of the Association.
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1.10. `Building" shall mean and include both the main portion of a structure
built for temporary or permanent use and all projections or extensions thereof, including, but not
limited to, accessory buildings, garages, outside platforms and docks, carports, and canopies.
1.11. "Bylaws" shall mean the bylaws of the Association, as the same may be
amended, modified, supplemented or replaced from time to time in accordance with its terms.
1.12. "fit" shall mean the City of Tukwila, Washington.
1.13. "Common Expenses" shall mean and refer to all actual and estimated
costs and expenses that the Association incurs or budgets in connection with the ownership,
operation, and maintenance of the Common Property (defined below) and performing the
Association's obligations under this Declaration, including, but not limited to, the following: (a)
costs of maintenance, management, operation, repair, reconstruction and replacement of any and
all Common Property (provided that, solely to the extent incurred in connection with a
Redevelopment, the costs of reconstructing or replacing the improvements located on the
Roadway Easement Area shall be the responsibility of the Roadway Easement Area Owner or
other applicable Owner as provided in Section 9.3.2 below), (b) costs of management and
administration of the Association, including, but not limited to, compensation paid by the
Association to managers, accountants, attorneys, consultants and employees, (c) costs of utilities,
trash pickup and disposal, (d) costs of fire, casualty, liability, workmens' compensation and other
insurance covering any and all Common Property and any other insurance obtained by the
Association, including, without limitation, any deductibles or self -insured retention amounts with
respect thereto, to the extent actually paid by the Association to any insurance company or other
third party, (e) costs of fire, casualty, liability, workmens' compensation and other insurance
covering the Roadway Easement Area and/or the River Trail Easement Area and any other
insurance obtained by the Owner of the Roadway Easement Area and/or the River Trail
Easement Area instead of the Association, including, without limitation, any deductibles or self -
insured retention amounts with respect thereto, to the extent actually paid by the Owner to any
insurance company or other third party, (f) reasonable reserves as deemed appropriate by the
Board, (g) costs of bonding of or insuring the members of the Board, any professional managing
agent or any other person handling the funds of the Association, (h) taxes paid by the
Association, (i) taxes attributable to the Roadway Easement Area and/or the River Trail
Easement Area and paid by the Owner of the Roadway Easement Area and the River Trail
Easement Area instead of the Association, (j) amounts paid by the Association for discharge of
any lien or encumbrance levied against any Common Property or portions thereof, and (k) costs
incurred by the committees established by the Board. Notwithstanding the foregoing, Common
Expenses shall not include any costs or expenses related to ownership, operation or maintenance
of the Common Property to the extent such costs or expenses are payable pursuant to the terms
of the Segale Easements or the Thomkat Easement.
1.14. "Common Property" shall mean (a) the Roadway Easement Area and all
improvements thereon, (b) the River Trail Easement Area and all improvements thereon, (c) the
Signage Easement Areas, and all Park Signs or other improvements thereon, and any other Park
Signs now or hereafter installed or erected on the Subject Property, (d) the Sidewalk Easement
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Area and all improvements thereon, (e) all water irrigation systems, fire sprinkler systems and
other systems now or hereafter installed for the benefit or maintenance of the property described
in clauses (a)-(d) of this definition (including additional Common Property as described below),
and (f) all storm water detention areas, storm sewer lines, lights, lighting facilities, pipes, wires,
conduits and other utility lines situated thereon (to the extent not owned by appropriate
Governmental Authorities or by utility companies), including additional Common Property as
described below. Additionally, the Common Property shall include any other portions of the
Subject Property that are devoted to the common use and enjoyment of all Owners, as now or
hereafter determined by the Declarant or the Association, including, without limitation, any
sidewalks, pedestrian walkways, median islands, private streets and roads, driveways,
landscaped areas and easement areas, so long as either (i) such other portions of the Subject
Property are owned by the Declarant or the Association in fee, or (ii) all Owners and/or the
Association are granted a right to access or use such other portions of the Subject Property by the
Owner or Owners of such portions of the Subject Property, whether pursuant to an easement or
other agreement. To the extent any portion of the Common Property is used or accessed
pursuant to an easement or other agreement, any such use or access shall be subject to the terms
and limitations of the applicable easement or other agreement.
1.15. "Declarant" shall have the meaning set forth in the introductory
paragraph of this Declaration.
1.16. "Declaration" shall mean this Declaration of Easements, Covenants,
Conditions and Restrictions for Seattle South Business Park, as amended from time to time.
1.17. "Delinquency Date" shall have the meaning set forth in Section 10.1.1.
1.18. "Effective Date" shall have the meaning set forth in the introductory
paragraph of this Declaration.
1.19. "Event of Default" shall have the meaning set forth in Section 10.1.
1.20. "First Mortgage" shall mean any first -priority deed of trust or mortgage
lien encumbering all or any portion of any Parcel.
1.21. "First Mortgagee" shall mean the owner or holder of a First Mortgage;
provided that, for purposes of this Declaration, an Affiliate of an Owner (other than Declarant)
shall not be a First Mortgagee with respect to such Owner's Parcel (or applicable portion
thereof). An Affiliate of Declarant may be a First Mortgagee with respect to the Declarant's
Parcel or Parcels (or applicable portion thereof).
1.22. "Foreclosure" shall have the meaning set forth in Section 10.7.
1.23. "Governing Instruments" shall mean and refer collectively to the
Articles, Bylaws, the Association Rules and this Declaration.
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1.24. "Governmental Authority" or "Governmental Authorities" shall mean
any board, bureau, commission, department or body of any municipal, county, state or federal
governmental unit or subdivision thereof, having or acquiring jurisdiction over the Subject
Property or any portion thereof.
1.25. "Improvements" shall mean any and all Buildings, parking garages,
parking areas, paving, roads, driveways, walkways, loading areas, utility lines, walls (screening
walls, ecology walls and retaining walls), fences, landscape and landscape elements, hardscape
and hardscape elements, flag poles, signs, sign structures, lighting standards and fixtures, and/or
other structures, fixtures or appurtenances of any kind or character whatsoever now or hereafter
constructed, installed or placed upon the Subject Property.
1.26. "Leases" shall mean any and all leases, subleases, licenses or other
occupancy, concession or rental agreements of all or any portion of the Subject Property and any
and all assignments, addenda, amendments, exhibits and modifications thereof or thereto and
consents to assignments.
1.2'7. "Member" shall mean every Owner who has a membership interest in the
Association.
1.28. "Owner" shall mean any person or entity that may, from time to time,
hold fee simple title of record to all or any portion of the Subject Property. In the event fee
simple title to a Parcel is held by more than one person or entity, the obligations of the Owners of
that Parcel under the provisions of this Declaration shall be the joint and several obligations of
such persons and entities. The term "Owner" shall not include persons or entities that hold
merely a lien on or interest in the Subject Property or any portion there of as security for the
performance of an obligation.
1.29. "Parcel" or "Parcels" shall mean the Parcels 1 through 6 and Parcels 8
through 13 created by the Parcel Map.
1.30. "Parcel Map" shall mean that certain Binding Site Improvement Plan
filed in the Real Property Records of King County, Washington, as Document No.
toll 0g2860041S
1.31. "Park Signs" shall mean any and all Signs that have been or may be
installed for the use and benefit of the Subject Property as a whole (and not, for clarification, for
the benefit of any specific Parcel or Building). Without limiting the generality of the foregoing,
Park Signs shall include each of the following Signs, whether the same are installed or
constructed prior to or after the Effective Date: (a) one monument sign located on the portion of
Parcel 5 of the Parcel Map depicted as the "LANDSCAPE AND MONUMENT SIGN ESMT",
and (b) two directional signs, one of which is located on the portion of Parcel 6 of the Parcel
Map depicted as the "LANDSCAPE AND MONUMENT SIGN ESMT", the other of which is
located on the portion of Parcel 11 of the Parcel Map depicted as the "LANDSCAPE AND
MONUMENT SIGN ESMT".
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1.32. "Permittees" shall mean each tenant or occupant of any Parcel pursuant to
a Lease, and the respective employees, agents, contractors, customers, invitees and licensees of
the Owner of such Parcel and/or such tenant or occupant.
1.33. "Prorata Share" shall mean, with respect to any Owner, the percentage
obtained by dividing (a) the sum of (i) the square footage of all Building(s) on the Parcel(s)
owned by that Owner on which one or more Buildings have been constructed as of the date of
determination (as such square footage may change from time to time), plus (ii) a deemed square
footage reasonably determined by the Association, taking into account the size of any Building
or Buildings that could reasonably be constructed on any Parcel(s) owned by that Owner on
which no Buildings have been constructed as of the date of determination (as such deemed
square footage may change from time to time), by (b) the sum of (i) the aggregate square footage
of all Buildings located on the Subject Property as of the date of determination (as such square
footage may change from time to time), plus (ii) the aggregate deemed square footage of any
Buildings that could reasonably be constructed on any Parcel(s) on which no Buildings have
been constructed as of the date of determination (as such deemed square footage may change
from time to time). For clarification, and notwithstanding the foregoing, no deemed square
footage under clauses (a)(ii) or (b)(ii) shall be allocated to any Parcel on which any Buildings
have been constructed as of the date of determination. As of the Effective Date, Parcel 3 is the
only Parcel on which no Buildings have been constructed and, accordingly, Parcel 3 is the only
Parcel to which a deemed square footage of 30,000 square feet has been allocated, and
notwithstanding anything herein to the contrary, the deemed square footage for Parcel 3 will not
be changed until after a Building or Buildings have been constructed on Parcel 3. The Prorata
Share attributable to each Parcel as of the Effective Date is set forth on Exhibit D attached hereto
and made a part hereof. The Prorata Share attributable to each Parcel shall be recalculated and
updated by the Association (x) from time to time at the Association's option, or (y) promptly
following any Owner's written request (to be made not more frequently than once per calendar
year) for such recalculation.
1.34. "Reconciliation Statement" shall have the meaning set forth in Section
9.10.
1.35. "Redevelopment" shall mean the redevelopment of the Subject Property
or the development or re -development of any property other than the Subject Property (or both).
1.36. "Regular Assessment" shall mean and refer to an assessment duly made
and levied by the Association against an Owner and his/her/its Parcel to pay for such Owner's
Prorata Share of the Common Expenses.
1.37. "River Trail Easement Area" shall mean Tract B as shown on the Parcel
Map.
1.38. "Roadway Easement Area" shall mean that portion of the Subject
Property legally described on Exhibit B attached hereto and made a part hereof.
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1.39. "Roadway Easement Area Owner" shall mean the Owner, from time to
time, of fee simple title to the Roadway Easement Area.
1.40. "Segale Easements" shall mean that certain Easements and Covenants
Agreement between Declarant and Segale Properties LLC, dated December 1, 2015, and
recorded under King County Recording Number 20151201001414, and that certain Reciprocal
Access Easements Agreement between Declarant and Segale Properties LLC, dated December 1,
2015, and recorded under King County Recording Number 20151201001413.
1.41. "Sidewalk Easement Area" shall mean that portion of the Subject
Property legally described and depicted on Exhibit C attached hereto and made a part hereof.
1.42. "Signage Easement Areas" shall mean the portions of Parcels 5, 6 and 11
(each as shown on the Parcel Map) depicted as the "LANDSCAPE AND MONUMENT SIGN
ESMT" on the Parcel Map.
1.43. "Signs" shall mean all names, insignias, trademarks, service marks and
descriptive words or material of any kind affixed, inscribed, erected or maintained on a Parcel or
on any Improvements thereon, including, without limitation, the Park Signs and any other street
signs, traffic signs, directional signs, directory signs, monument signs, no trespassing signs and
no street parking signs.
1.44. "Special Assessments" shall have the meaning set forth in Section 9.4.
1.45. "Subject Property" shall have the meaning set forth in Recital A.
1.46. "Thomkat Easement" shall mean that certain Access and Parking
Easement Agreement between Declarant and Thomkat Investments, LLC, dated May 25, 2016,
and recorded under King County Recording Number 20160527001620.
ARTICLE 2
PROPERTY SUBJECT TO THIS DECLARATION
2.1 General Declaration. Declarant hereby declares that the Subject Property is, and
shall be, conveyed, hypothecated, encumbered, leased, occupied, built upon or otherwise used,
improved or transferred in whole or in part, subject to and encumbered by this Declaration. All
of the easements, covenants, conditions and restrictions contained in this Declaration are
declared and agreed to be in furtherance of a general plan for the use, maintenance and
development of the Subject Property and are established for the purposes of enhancing and
protecting the appearance, use and attractiveness of the Subject Property. All of the easements,
covenants, conditions and restrictions contained in this Declaration shall run with the Subject
Property for all purposes and shall be binding upon all Owners and their respective successors
and assigns and shall inure to the benefit of all Owners and their respective successors and
assigns. All Permittees under any Leases shall comply with this Declaration.
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ARTICLE 3
EASEMENTS
3.1 Roadway Easement Area Easement. Declarant establishes and reserves for the
benefit of the Owners and their respective Permittees a perpetual non-exclusive easement in, on,
over, above, across and through the Roadway Easement Area for pedestrian and vehicular
ingress and egress (but not, for clarification, parking).
3.2 River Trail Easement Area Easement. Pursuant to a separate Trail Easement
Agreement filed in the Real Property Records of King County, Washington, as Document No.
2015071600578, a trail easement was established for the benefit of the public in, on, over, above,
across and through the River Trail Easement Area.
3.3 Sidewalk Easement. Declarant establishes and reserves for the benefit of the
Owners and their respective Permittees a perpetual non-exclusive easement in, on, over, above,
across and through the sidewalks located in the Sidewalk Easement Area and any additional
sidewalks that may be designated as Common Property from time to time pursuant to Section
1.14, for pedestrian ingress, egress and access. Declarant acknowledges that, pursuant to Section
4.5.1 of the Development Agreement, a subsequent easement for river trail purposes may be
required to be granted over a portion of the Sidewalk Easement Area located on Parcel 5. If the
Owner of Parcel 5 grants any such required subsequent easement, it shall be expressly permitted
under the terms of this Declaration.
3.4 Utility Easement. Subject to Section 5.1, Declarant establishes and reserves for
the benefit of the Owners and their respective Permittees a right to connect with, maintain, and
make use of utility lines, wires, pipes, conduits, telecommunications and cable television lines,
telephone lines and equipment, and drainage lines which may from time to time constitute
Common Property.
3.5 Emergency Access Easement. Declarant establishes and reserves for the benefit
of the Owners and their respective Permittees, Governmental Authorities, including without
limitation, fire, police, ambulance and rescue services, and other lawful private emergency
services, a perpetual non-exclusive easement in, on, over, above, across and through (a) the
Roadway Easement Area for emergency vehicular ingress, egress and access and (b) the
Sidewalk Easement Area for emergency pedestrian ingress, egress and access, in connection with
the provision of emergency services to the Owners and their respective Permittees.
3.6 Association Easements. Declarant hereby establishes and reserves for the
benefit of the Association and its officers, agents, employees and assigns a perpetual, non-
exclusive easement in, on, over, above, across and through the Subject Property as may be
necessary or appropriate to perform the Association's duties and functions pursuant to this
Declaration.
3.7 Easement Rules and Regulations; Existing Matters of Record,. The enjoyment
of the easements established by this Declaration shall be subject to such reasonable and non-
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discriminatory regulations, restrictions and/or limitations as the Association may impose from
time to time, provided that such regulations, restrictions and/or limitations are not inconsistent
with the rights herein granted and do not materially interfere with the intended uses of the
applicable easement. Additionally, this Declaration shall be subject to all matters of record that
affect the Subject Property as of the Effective Date.
ARTICLE 4
REGULATION OF OPERATIONS AND USES
4.1 Permitted Uses. Except as provided under Section 4.2 below, each Parcel may
be used for any purpose permitted under and otherwise in compliance with all Applicable Laws,
including applicable zoning ordinances. All existing uses on the Subject Property as of the
Effective Date are approved; provided that such approval shall not be deemed to be a
representation or warranty by Declarant or the Association that any such existing uses comply
with Applicable Laws.
4.2 Prohibited Uses. For so long as this Declaration remains in effect, no portion of
the Subject Property shall be used for any of the following uses without the prior written consent
of the Association:
4.2.1 any use or operation that involves, as the predominant purpose or result of
such use or operation, the storage, transportation, processing, manufacture. or disposal of any
toxic, explosive, radioactive or other material hazardous to human health or the environment,
including, without limitation, "Hazardous Substances" as defined in the Comprehensive
Environmental Response, Compensation and Liability Act, as amended (42 U.S.C. Section 9601
et seq.);
4.2.2 any establishment which features topless, bottomless or totally nude
performers, waitresses or waiters or other personnel, or which provides recorded, on -premises
entertainment featuring nude or partially nude persons performing or simulating sexual acts, or
which, as the predominant purpose or result of its operation, shows, sells, rents or otherwise
distributes or offers "X-rated" or obscene movies, video tapes or pornographic or sexually -
oriented materials or paraphernalia, or which operates as a sexually -oriented massage studio or
sexually -oriented modeling studio;
4.2.3 any dumping of garbage or refuse (other than in appropriate trash
dumpsters or similar receptacles);
4.2.4 any mobile home or trailer court (except for temporary construction
trailers during construction or renovations of Improvements), labor camp, junkyard, stock yard
or animal raising;
4.2.5 a funeral parlor;
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4.2.6 any drive -through car washing establishment, auto service facility, or tire,
muffler, brake or transmission shop;
4.2.7 an abortion clinic or counseling office;
4.2.8 a "head" shop or similar establishment offering controlled substance
paraphernalia;
4.2.9 any "grow operation" or similar use or operation to grow, process,
distribute or sell marijuana;
4.2.10 a tattoo parlor, or similar operation or establishment;
4.2.11 a dry cleaners, or similar operation or establishment;
4.2.12 any residential uses, including without limitation single family residences,
multi -family residences, assisted living facilities, nursing homes, short-term and long-term stay
hotels and motels, trailer courts and boarding houses;
4.2.13 any mining, drilling, exploring, producing, storing, processing, removing,
transporting, marketing or developing underground water and oil, gas, and other minerals that are
in, under and that may be produced from the Subject Property;
4.2.14 any illegal use, any use that involves a noxious odor, excessive emissions
of smoke, steam or vapor, or an excessive noise level; or
4.2.15 any use that violates this Declaration.
4.3 Roadway Easement Area. No barriers, fences, grade changes or other
obstructions shall be erected so as to impede or interfere in any way with the free flow of
vehicular and/or pedestrian traffic on the Roadway Easement Area, or in any manner
unreasonably restrict or interfere with the use and enjoyment by any of the Owners of the rights
and easements described in Section 3.1. The preceding sentence shall not prohibit the reasonable
designation and relocation of traffic and pedestrian lanes and the construction of safety traffic
control devices, such as speed bumps, rumble strips, access and entry gates and stop signs, the
location of which shall be subject to the reasonable approval of the Association. In addition,
each Owner may temporarily close or fence off portions of its Parcel as reasonably required for
the purpose of prompt repair, construction and reconstruction (but shall, in this regard, use
reasonable efforts to mitigate the impact thereof upon the use of the easement in the Roadway
Easement Area) or (on not more than one occasion in any calendar year and then for a duration
not exceeding one day) to prevent the vesting of rights of the public or adjacent property owners
not a party to this Declaration to any easement rights over the Subject Property.
4.4 Vehicle Storage. Unless contained entirely within a Building, rro Parcel shall be
used for storage, construction or repair of mobile homes, boats, trucks, trailers or recreational
vehicles except that each Owner shall have the right to maintain temporary construction trailers
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on any Parcel owned by such Owner in connection with construction or restoration of the
Improvements on such Parcel. For clarification, this Section 4.4 shall not prohibit or restrict
ordinary vehicular, truck or semi -trailer parking within designated parking areas or that is
otherwise ancillary to customary commercial uses of real property.
4.5 Parking. Except as may be provided in separate written agreements governing
parking between Owners, all Owners shall provide on their respective Parcels all required
parking spaces and driveways necessary to comply with Applicable Laws and to meet the needs
of the Permittees of such Owner's Parcel. Each Owner shall maintain or cause the maintenance
of such parking spaces and driveways in a good condition and repair, including pothole repair,
restriping, reseeding, petromatting and resurfacing, as reasonably necessary to maintain such
Owner's Parcel or Parcels in a good condition.
4.6 Signage. The setback, location, size, style, design, content and color of all
exterior Signs placed on each Owner's Parcel shall comply with Applicable Laws and are subject
to the reasonable prior written approval of the Board. All existing Signs on the Subject Property
as of the Effective Date and all Park Signs (whether or not in existence as of the Effective Date)
are approved. Each Building located on the Subject Property shall have its street address number
visibly mounted on the building exterior, and each Building used primarily for warehouse or
other industrial purposes and located on the Subject Property shall have its building number (as
set forth in the "Building Reference" column on Exhibit D attached hereto) visibly mounted on
the building exterior.
ARTICLE 5
MAINTENANCE AND REPAIR
5.1 Maintenance of Common Property. The Association shall maintain, landscape,
operate, manage, insure, repair and replace all of the Common Property in a manner consistent
with other business parks of comparable size, nature and quality in the immediate vicinity of the
Subject Property. The cost thereof shall be an expense funded by the Assessments provided in
Article 9. No Owner shall maintain, landscape, operate, repair or replace all or any portion of
the Common Property without the prior approval of the Association, and any such approved
maintenance, landscaping, operation, repair or replacement of the Common Property by any
Owner shall be at the sole cost and expense of that Owner without any right of reimbursement
from the Association or other Owners.
5.2 Maintenance of Owner's Parcels. All Owners shall at all times maintain or
cause the maintenance of their respective Parcel or Parcels in a good condition and repair and in
compliance with Applicable Laws. Each Owner shall: (a) keep its Parcel and the Subject
Property free from accumulation of rubbish and litter; (b) maintain in good condition and repair
and adequately painted or otherwise finished all Improvements located or from time to time
placed upon its Parcel; (c) maintain all paved surfaces on its Parcel and keep them reasonably
clean, dry and free of oil and other extraneous matter and repave, paint, petromat and restripe as
reasonably necessary; (d) avoid any blocking or encroachment of any Common Property located
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on such Parcel or Parcels; and (e) maintain the Signs on its Parcel, excluding any Park Signs
which shall be maintained by the Association, in good condition and repair.
5.3 Damage and Destruction; Condemnation. If any portion of any Improvements
are removed or are damaged or destroyed, the Owner of such Improvements shall, at such
Owner's election and subject to the rights of any First Mortgagee, promptly either substantially
restore the affected Improvements or restore the affected portion of such Owner's Parcel or
Parcels to rough grade and landscape the applicable portion of such Owner's Parcel or Parcels in
accordance with Applicable Laws. If during the term of this Declaration, any portion of the
Improvements are taken pursuant to condemnation or eminent domain proceedings, the Owner of
such Improvements shall, at such Owner's election and subject to the rights of any First
Mortgagee, promptly restore the remaining portion of such Owner's Improvements to
substantially their condition prior to such taking to the extent feasible.
ARTICLE 6
DUTIES AND RESPONSIBILITIES OF THE ASSOCIATION AND
RESPONSIBILITIES OF THE MEMBERS
6.1 General Duties and Powers. The management and control of the Subject
Property shall be the responsibility of the Association, acting alone or through its Board, its
officers or other duly authorized representatives or agents, in accordance with the provisions of
the Governing Instruments. In addition to the duties and powers set forth in the Governing
Instruments, and without limiting the generality thereof, the duties and powers of the
Association, acting alone or through its Board, its officers or other duly authorized
representatives or agents shall include, but shall not be limited to, the following:
6.1.1 enforce the provisions of the Governing Instruments and carry out the
obligations of the Association hereunder which includes without limitation, the maintenance,
repair, replacement and management of all Common Property;
6.1.2 pay any real and, personal property taxes and other assessments which are,
or could become, a lien on the Common Property;
in the Bylaws;
6.1.3 prepare budgets and financial: statements for the Association as prescribed
6.1.4 initiate and execute disciplinary proceedings against Members for
violations of provisions of the Governing Instruments in accordance with procedures set forth in
such documents;
6.1.5 employ a manager or other persons and contract with independent
contractors or managing agents to perform all or any part of the duties and responsibilities of the
Association;
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6.1.6 enter into contracts or leases for goods and services for the Common
Property or for the benefit of the Association and its Members;
6.1.7 borrow money as may be needed in connection with the discharge by the
Association of its powers and duties. In connection therewith, the Association shall have the
power to pledge the right to exercise its assessment powers in connection with obtaining funds to
exercise its assessment powers in connection with obtaining funds to repay a debt of the
Association. Said power shall include, but not be limited to, the ability to make an assignment of
Assessments which are then payable to or which will become payable to the Association; which
assignment may be then presently effective but shall allow said Assessments to continue to be
paid to and used by the Association as set forth in this Declaration, unless and until the
Association shall default on the repayment of the debt which is secured by said assignment. The
Association may levy Special Assessments against the Members on a pro-rata basis to obtain
such funds. Upon the failure of any Member to pay said Special Assessment when due, the
Association may exercise all its rights, including, without limitation, the right to foreclose its
lien, pursuant to the terms of Article 10;
6.1.8 elect officers of the Association;
6.1.9 fill vacancies on the Board;
6.1.10 obtain and maintain insurance in accordance with Section 7.1; and
6.1.11 delegate to committees, officers, employees or agents any of its duties and
powers under the Governing Instruments, according to Applicable Laws and as expressly
provided in the Governing Instruments.
6.2 General Limitations and Restrictions on the Powers of the Board. In addition
to the limitations and restrictions enumerated in the Articles and Bylaws or elsewhere provided
for herein, and without limiting the generality thereof, the Board shall be prohibited from the
payment of compensation to directors or to officers of the Association for services performed in
the conduct of the Association's business, provided, however, the Board may cause a director or
officer to be reimbursed for reasonable expenses incurred in carrying on the business of the
Association.
6.3 Association Rules. The Board shall also have the power (but not the obligation)
to adopt, amend, and repeal such rules and regulations as it deems reasonable (the "Association
Rules") which may include the establishment of a system of fines and penalties, all as provided
in the Bylaws. The Association Rules shall govern such matters in furtherance of the purposes of
the Association, provided, however, that the Association Rules may not discriminate among
Members, and shall not be inconsistent with the Bylaws, Articles or this Declaration. A copy of
the Association Rules as they may from time to time be adopted, amended or repealed or a notice
setting forth the adoption, amendment or repeal of specific portions of the Association Rules
shall be delivered to each Member in the same manner established in this Declaration for the
delivery of notices. Upon completion of the notice requirements, said Association Rules shall
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have the same force and effect as if they were set forth in and were part of this Declaration and
shall be binding on the Members and their successors in interest whether or not actually received
thereby. The Association Rules, as adopted, amended or repealed, shall be available at the
principal office of the Association to each Member and First Mortgagee upon request. In the
event of any conflict between any such Association Rules and any other provisions of the
Articles, Bylaws or this Declaration, the provisions of the Association Rules shall be deemed to
be superseded by the provisions of the Articles, Bylaws or this Declaration to the extent of any
such conflict.
6.4 Non -Discrimination. The Association shall enforce the Declaration and any
Association Rules in a non-discriminatory manner.
ARTICLE 7
INSURANCE
7.1 Association Insurance. The Association shall obtain and maintain the following
insurance policies: (a) commercial general liability insurance (including property damage, bodily
injury and personal injury coverage) in the minimum amounts of $1,000,000 per occurrence in
primary coverage, with an additional $2,000,000 in umbrella coverage, (b) property insurance
covering the full replacement cost of the Common Areas or other property that is owned and
maintained by the Association, (c) workers compensation insurance in the statutorily -required
amount, if the Association has any employees, and (d) such other insurance as the Association
reasonably determines is necessary or desirable in furthering the purposes of and protecting the
Common Areas and/or any interests of the Association, the Board and the Members including,
but not limited to, fidelity bonds, and officers' and directors' liability insurance.
7.2 Premiums, Proceeds and Settlement. Insurance premiums for any insurance
coverage obtained by the Association shall be a Common Expense to be included in the Regular
Assessments levied by the Association. Casualty insurance proceeds shall be used by the
Association for the repair or replacement of the property for which the insurance was carried, or
otherwise disposed of. The Association is hereby granted the authority to negotiate loss
settlements with the appropriate insurance carriers. A majority of the Board may sign a loss
claim form and release form in connection with the settlement of a loss claim, and such
signatures shall be binding on the Association and the Members.
7.3 Insurance Review. The Board shall from time to time determine whether the
amounts and types of insurance it has obtained provide adequate coverage in light of increased
construction costs, inflation, practice in the area in which the Subject Property is located, or any
other factor which tends to indicate that either additional insurance policies or increased
coverage under existing policies are necessary or desirable to protect the interests of the
Association, the Members, and their directors and officers, as applicable, but in no event will the
Association maintain less than the insurance required in Section 7.1 of this Declaration. If the
Board determines that increased coverage or additional insurance is appropriate, it shall obtain
the same.
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7.4 Insurance Obtained by Owners. Each Owner shall maintain commercial general
liability insurance (including property damage, bodily injury and personal injury coverage) in the
minimum amounts of $1,000,000 per occurrence in primary coverage, with an additional
$2,000,000 in umbrella coverage.
7.5 Waiver, No Subrogation. Notwithstanding anything herein to the contrary, the
Association waives any claim it might have against any Owner for any damage to or theft,
destruction, loss, or loss of use of any Common Property to the extent the same is insured against
under any property insurance policy maintained or required to be maintained by the Association,
regardless of whether the negligence of any Owner caused such damage, theft, destruction,
loss or loss of use. The Association shall cause its insurance carrier to endorse all applicable
policies waiving the carrier's rights of recovery under subrogation or otherwise against any
Owner.
7.6 Indemnification by Owners.
7.6.1 Each Owner shall indemnify, defend and hold the Association and its
Board, officers, agents and employees harmless from and against any and all claims or liability
for bodily injury to or death of any person or loss of or damage to any property arising out of the
Owner's or its Permittees' use of the Common Property or from any activity, work, or thing
done, permitted, or suffered by such Owner or its Permittees in, on or about the Common
Property, except claims and liabilities to the extent caused in whole or in part by the negligence
or willful misconduct on the part of the Association or breach of this Declaration by the
Association. In the event of claims or liabilities caused by or resulting from the concurrent
negligence of the Association and the Owner, the Owner's liability, including the duty and cost
to defend, hereunder shall be only to the extent of the Owner's and its Permittees' negligence.
The foregoing indemnity is specifically and expressly intended to constitute a waiver of the
Owner's immunity under Washington's Industrial Insurance Act, RCW Title 51, as to the
Association only, and only to the extent necessary to provide the Association with a full and
complete indemnity of claims made by the Owner's employees. The immediately preceding
sentence has been specifically negotiated by the parties. By initialing below, the Owners and the
Association certify that the waiver of immunity contained in this Section was mutually
negotiated.
Owner: Association: 11--
7.6.2 Each Owner shall indemnify, defend and hold each other Owner harmless
from and against any and all claims or liability for bodily injury to or death of any person or loss
of or damage to any property arising out of the indemnifying Owner's or its Permittees' access to
or entry upon any Parcel (or a portion thereof) owned by the indemnified Owner, or any activity,
work, or thing done, permitted, or suffered by the indemnifying Owner or its Permittees in, on or
about any Parcel (or a portion thereof) owned by the indemnified Owner, except claims and
liabilities to the extent caused in whole or in part by the negligence or willful misconduct on the
part of the indemnified Owner. In the event of claims or liabilities caused by or resulting from
the concurrent :negligence of the indemnified Owner and the indemnifying Owner, the
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indemnifying Owner's liability, including the duty and cost to defend, hereunder shall be only to
the extent of the indemnifying Owner's and its Permittees' negligence. The foregoing indemnity
is specifically and expressly intended to constitute a waiver of the indemnifying Owner's
immunity under Washington's Industrial Insurance Act, RCW Title 51, as to the indemnified
Owner only, and only to the extent necessary to provide the indemnified Owner with a full and
complete indemnity of claims made by the indemnifying Owner's employees. The immediately
preceding sentence has been specifically negotiated by the parties. By initialing below, each of
the Owners certifies that the waiver of immunity contained in this Section was mutually
negotiated.
Owner:
ARTICLE 8
MEMBERSHIP
8.1 Membership. Every Owner shall be a Member upon acquiring fee simple title to
any Parcel. The terms and provisions set forth in this Declaration, which are binding upon all
such Members, are not exclusive, as Members shall, in addition, be subject to the terms and
provisions of the Articles, Bylaws, and the Association Rules to the extent the provisions thereof
are not in conflict with this Declaration. Membership shall be appurtenant to and may not be
separated from the interest of such Owner in any Parcel, which shall be the sole qualification for
membership.
8.2 Transfer. The membership held by any Owner shall not be transferred, pledged
or alienated in any way, except that such membership shall automatically be transferred to the
transferee of the interest in a Parcel of an Owner. Any attempt to make a prohibited transfer is
void and will not be reflected upon the books and records of the Association.
8.3 Voting Rights. Notwithstanding anything to the contrary herein, the right to cast
votes, and the number of votes that may be cast, for the election of members of the Board and on
all matters to be voted on by the members of the Association shall be calculated on the basis of
the Prorata Share with each Owner entitled to one vote for each square foot of the Building(s) on
the Parcel(s) owned by such Owner (inclusive of any deemed square footage attributable to the
Parcel(s) owned by such Owner, as contemplated by the definition of "Prorata Share" in Section
1.33 above). All voting rights shall be subject to the restrictions and limitations provided herein
and in the Articles, Bylaws, and Association Rules.
8.4 Delegation of Voting Rights to Permittees. Subject to Board approval, an
Owner may delegate to the Permittee(s) of a premise(s) within said Owner's Parcel(s) the right to
vote all or any portion of the votes attributable to said Parcel(s). Any such delegation shall be
evidenced by proxy filed with the Secretary of the Association in accordance with the provisions
of the Bylaws.
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8.5 Approval of Members. Unless elsewhere otherwise specifically provided in this
Declaration, any provision of this Declaration which requires the vote or written assent of the
voting power of the Association or the membership shall be deemed satisfied by the following:
8.5.1 The vote in person or by proxy of the specified percentage of all of the
votes which are entitled to be cast by the entire membership of the Association. Said vote shall
be at a meeting duly called and noticed pursuant to the provisions of the Bylaws dealing with the
annual or special meetings of the Members; or
8.5.2 Written consents signed by the specified percentage of all of the votes
which are entitled to be cast by the entire membership of the Association. Said vote by written
consent shall be solicited pursuant to the procedures provided in the Bylaws.
ARTICLE 9
COVENANT FOR MAINTENANCE ASSESSMENTS
9.1 Creation of the Lien and Personal Obligation of Assessments. Each Owner is
deemed to covenant and agree to pay to the Association Regular Assessments and Special
Assessments (collectively, the "Assessments"), to be fixed, established and collected from time
to time as provided in this Declaration. The Assessments, together with interest thereon (as
provided in Section 10.1.1 below), late charges (as provided in Section 10.1.1 below), court costs
and attorneys' fees and other costs of collection or enforcement, shall also be the personal
obligation of the Owner of such Parcel at the time when the assessment becomes due. The
personal obligation shall not pass to the successors in title of an Owner unless expressly assumed
by such successors.
9.2 Purpose of Assessments. The Assessments levied by the Association shall be
used exclusively for the purposes of constructing, installing, owning, operating, insuring,
maintaining, repairing, removing and replacing the Common Property and related services for
the benefit of the Members or in furtherance of any other duty or power of the Association.
9.3 Regular Assessments.
9.3.1 Prior to the beginning of each fiscal year, the Board shall distribute to each
Member the budget for the upcoming fiscal year which shall, among other things, estimate (on a
"line -item" basis) the total Common Expenses to be incurred for such fiscal year. The Board
shall at that time determine the amount of the Regular Assessment to be paid by each Member,
which shall be in an amount equal to the product obtained by multiplying the Member's Prorata
Share by the Common Expenses. Each Member shall thereafter pay to the Association its
Regular Assessment in installments as established by the Board. Each such installment shall be
due and payable on a date established by the Board in the written notice sent to Members (which
shall in no event be less than 30 days after the date of such notice). In the event the Board shall
determine that the estimate of total charges for the current year is, or will become, inadequate to
meet all Common Expenses for any reason, it shall then promptly determine the approximate
amount of such inadequacy and issue a supplemental estimate of the Common Expenses and
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US 4524323v.17
determine the revised amount of the Regular Assessment against each Member and the date or
dates when due (which shall in no event be less than 30 days after the date of such notice).
9.3.2 Notwithstanding anything in Section 9.3.1 to the contrary, the actual and
estimated costs and expenses (whether incurred by the Association, the Roadway Easement Area
Owner, or any other Owner) of reconstructing or replacing the improvements located on the
Roadway Easement Area, shall (a) to the extent incurred in connection with a Redevelopment of
any property other than the Subject Property, be the sole responsibility of the Roadway Easement
Area Owner, (b) to the extent incurred in connection with a Redevelopment of the Subject
Property (or portions thereof), be the sole responsibility of the Owner or Owners initiating such
Redevelopment, or (c) to the extent incurred in connection with a dedication of the Roadway
Easement Area (or portions thereof) to the City or other Governmental Authority for any reason
other than a Redevelopment, be the sole responsibility of the Roadway Easement Area Owner.
9.4 Special Assessments. Special Assessments ("Special Assessments") shall be
levied by the Board against a Member to reimburse the Association for:
9.4.1 The charge imposed against an individual Owner as a late penalty for the
delinquent payment of Assessments, including charges to reimburse the Association for the loss
of interest, and for costs reasonably incurred in the Association's efforts to collect delinquent
Assessments, including attorneys' fees;
9.4.2 The charge imposed against an individual Owner as a penalty for the
failure to cause to performed all acts necessary under this Declaration pursuant to Section 10.3
hereof;
9.4.3 The Owner's Prorata Share of the costs incurred by the Association in
connection with the installation (whether installed prior to or after the Effective Date) or
replacement of the Park Signs (for clarification, the costs of maintenance and repair of the Park
Signs shall be included in Regular Assessments); and
9.4.4 Any other charge designated as a Special Assessment in the Governing
Instruments; including any reasonable monetary penalty imposed by the Association as a
disciplinary measure for a failure of an Owner to comply with the Governing Instruments or as a
means of reimbursing the Association for costs incurred by the Association in the repair of
damage to any Common Property for which an owner was responsible, or in bringing the Owner
and its Parcel into compliance with the Governing Instruments.
In the event a Special Assessment is to be levied against all Members, unless
otherwise set forth in this Declaration, said Special Assessments shall be allocated to each Parcel
in accordance with the Prorata Share. All Special Assessments shall be due and payable within
30 days of receipt of written notice thereof from the Association.
9.5 Date of Commencement of Assessments. Assessments shall initially commence
on the Effective Date. In the event the amount budgeted to meet Common Expenses for the then
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US 4524323v.17
current fiscal year of the Association proves to be excessive in light of the actual Common
Expenses, the Board in its discretion may either reduce the amount to the Regular Assessment or
may abate collection of Regular Assessments as it deems appropriate.
9.6 No Offsets. All Assessments shall be payable in the amount specified and, no
offsets against such amount shall be permitted to be taken by a Member for any reason,
including, without limitation, a claim that the Association is not properly exercising its duties
and powers as provided in this Declaration.
9.7 Reserves. The Regular Assessments shall include reasonable amounts as
reasonably determined by the Board collected as reserves for the future periodic maintenance,
repair or replacement of all or a portion of Common Property, or any other purpose as
determined by the Board and within the Board's powers.
9.8 Liability Limitations. None of Declarant or any other Members, nor their
respective partners, members, officers, directors, employees, agents or attorneys, nor the Board,
or any officers, directors, employees, agents or attorneys of the Association, shall be personally
liable for debts contracted for or otherwise incurred by the Association or for the acts or
omissions of the Association. None of Declarant or any other Members, nor the Board, nor their
respective partners, members, officers, directors, employees, agents or attorneys, shall be liable
for any damages, including, without limitation, incidental, consequential or punitive damages, (i)
for failure to inspect any Parcel, the Improvements thereon or the Common Property or for
failure to secure, repair or maintain same, or (ii) occasioned by any act or omission relating to
the repair or maintenance of any Parcel, the Improvements thereon or the Common Property,
except damages to the extent caused in whole or in part by the gross negligence or willful
misconduct on the part of the Declarant or any other Members, the Board, or their respective
partners, members, officers, directors, employees, agents or attorneys.
9.9 Effect of Non Payment; Assessment Lien and Foreclosure. If any Owner shall
fail to pay the Assessments, or to perform other duties or responsibilities required by this
Declaration, then the Association, after 15 days prior written notice to such Owner and to the
First Mortgagee for the Parcel, shall have the right to pay the assessment or to perform such
obligations and to charge the Owner therefor. If the delinquent Owner shall fail to reimburse the
Association for such costs within ten days after demand, the Association may file a claim of lien
for record against the affected Owner's interest in the Parcel(s) in the King County Recorder's
Office. The lien created by this Section shall establish a lien against the Owner's Parcel(s),
together with interest, recording fees, costs of title searches, court costs and reasonable attorneys'
fees that may be incurred in the enforcement of such lien. If the Association so elects, the
Association shall be entitled to foreclose such lien in accordance with the provisions for the
nonjudicial foreclosure of a First Mortgage, RCW 61.24. Such lien shall be superior to all other
liens and encumbrances on such Parcel, except for (a) liens for ad valorem taxes; or (b) liens for
all sums unpaid on a First Mortgage or on any deed of trust or mortgage duly recorded in the
land records of King County and all amounts advanced pursuant to such deed of trust or
mortgage and secured thereby in accordance with the terms of such instrument. All other
persons acquiring liens or encumbrances on any Parcel after the recording of this Declaration
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US 4524323v.17
shall be deemed to consent that such liens or encumbrances shall be inferior to future liens for
assessments, as provided herein, whether or not prior consent is specifically set forth in the
instruments creating such liens or encumbrances. The lien provided for in this Section shall be
in favor of the Association and shall be for the benefit of all other Owners.
9.10 Reconciliation Statement. By April 30 of each calendar year, or as soon
thereafter as practicable, the Association shall furnish to the Owners a statement of Common
Expenses for the previous year (the "Reconciliation Statement"). If an Owner's estimated
payments of Common Expenses for the year covered by the Reconciliation Statement exceed
such Owner's Prorata Share of actual Common Expenses as indicated in the Reconciliation
Statement, then the Association shall credit or reimburse such Owner for such excess within 30
days; likewise, if an Owner's estimated payments of Common Expenses for such year are less
than such Owner's Prorata Share of actual Common Expenses as indicated in the Reconciliation
Statement, then such Owner shall pay the Association such deficiency within 30 days of invoice
from the Association.
9.11 Owner Inspection Rights. After receiving an annual Reconciliation Statement
and giving the Association 30 days' prior written notice thereof, any Owner may inspect or audit
the Association's records relating to Assessments for the period of time covered by such
Reconciliation Statement in accordance with the following provisions. If an Owner fails to
object to the calculation of Assessments on an annual Reconciliation Statement within 90 days
after the Reconciliation Statement has been delivered, or if an Owner fails to conclude its audit
or inspection within 150 days after the Reconciliation Statement has been delivered, then such
Owner shall have waived its right to object to the calculation of Assessments for the year in
question and the calculation of Assessments set forth on the Reconciliation Statement shall be
final. An Owner's audit or inspection shall be conducted where the Association maintains its
books and records, shall not unreasonably interfere with the conduct of Association's business,
and shall be conducted only during business hours reasonably designated by the Association.
The Owner performing (or causing to be performed) the audit or inspection (the "Auditing
Owner") shall pay the cost of such audit or inspection, including $75 per hour of the
Association's or its manager's employee time devoted to such inspection or audit to reimburse
the Association for its overhead costs allocable to the inspection or audit. No Owner may
conduct an inspection or have an audit performed more than once during any calendar year. If
such inspection or audit reveals that an error was made in the Assessments previously charged to
the Auditing Owner, then the Association shall refund to such Auditing Owner any overpayment
of any such costs, or such Auditing Owner shall pay to the Association any underpayment of any
such costs, as the case may be, within 30 days after notification thereof. Auditing Owner shall
maintain the results of each such audit or inspection confidential and shall not be permitted to
use any third party to perform such audit or inspection, other than an independent firm of
certified public accountants (a) which is not compensated on a contingency fee basis or in any
other manner which is dependent upon the results of such audit or inspection, (b) which agrees
with the Association in writing to maintain the results of such audit or inspection confidential,
and (c) which does not represent other Owners. Notwithstanding the foregoing, an Owner may
disclose the results of any audit to: (i) its members, managers, officers, directors, principals,
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US 4524323v.17
affiliates, employees, agents, attorneys, accountants, and other professional advisors and
consultants; and (ii) as may be required in connection with the performance of its obligations
hereunder, any court or governmental request; and in any litigation relating to the audit.
ARTICLE 10
EVENTS OF DEFAULT AND REMEDIES
10.1 Events of Default. It shall be an event of default ("Event of Default") under this
Declaration if:
10.1.1 any assessment installment or other fee (including, without limitation, a
fee paid pursuant to Section 10.3 below) is not paid when due if such failure continues for 15
days after written notice thereof from the Association (the "Delinquency Date"), in which event
a late fee equal to five percent (5%) (or such lesser amount as may be necessary to comply with
Applicable Laws) of the delinquent amount shall be levied against the Member owing such
installment on its assessment or other fee. Any assessment or other fee not paid prior to its
Delinquency Date shall bear interest from the Delinquency Date at the Applicable Rate. Each
Member agrees to the enforcement of payment of all Assessments or other fees provided for in
this Declaration in the manner herein specified; or
10.1.2 any Owner fails to observe and perform any other provision of this
Declaration to be observed or performed by such Owner if such failure continues for 30 days
after written notice thereof by the Association; provided, however, that if the nature of such
default is an emergency that must be cured immediately to prevent damage to the Subject
Property, then such Owner must cure the Event of Default within 24 hours after notice or such
shorter time period as is reasonable under the circumstances; or the same cannot reasonably be
cured within such 30 day period, then such Owner shall not be deemed to be in default if such
Owner shall commence such cure within such period and thereafter diligently prosecute the same
to completion.
10.2 Attorneys' Fees. In the event an attorney or attorneys are employed in
connection with any Event of Default, whether for the collection of any assessment or other fee
(by suit or otherwise), or to enforce compliance with or specific performance of the terms and
conditions of this Declaration, the defaulting Member agrees to pay reasonable out-of-pocket
attorneys' fees and costs incurred by the Association in connection with such Event of Default in
addition to any other amounts due or any other relief or remedy obtained against said Member.
10.3 The Association's Right to Cure Owner's Default. If an Event of Default by
any Owner has occurred under this Declaration pursuant to Section 10.1 above, then the
Association shall have the right and power, but not the obligation, to pay all amounts and to
perform or cause to be performed all acts necessary to remedy the Event of Default by such
Owner. If the Association elects to remedy any such Event of Default, such Owner shall be liable
to the Association for an amount equal to the sum of the following: (a) any amounts reasonably
expended by the Association to cure the Event of Default; (b) an administrative fee for the
Association's services with respect to such remedial work equal to 10% of the cost of such work;
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US 4524323v.17
(c) reasonable attorneys' fees and disbursements; (d) all costs of collection of the assessment or
enforcement of a claim of lien, including, without limitation, court costs, recording fees and title
fees; and (e) interest on the aggregate of the amounts listed as items (a) through (e) above at the
Applicable Rate from the date each such cost was incurred by any such party until paid in full.
10.4 Voting. A Member's voting rights hereunder and under the other Governing
Instruments shall be suspended upon the occurrence, and thereafter during the continuation, of
any Event of Default by such Member. The suspension shall cease, and such Member's voting
rights shall automatically be reinstated, upon the cure of the applicable Event(s) of Default.
10.5 Enforcement. Failure of (a) any Owner to pay Assessments or other fees to
comply with the covenants, conditions, restrictions, terms and provisions of this Declaration
(following the expiration of 15 days' prior written notice of such failure to such Owner as
provided in Section 10.1.1 hereof) or (b) any Owner or its Permittees to comply with the
covenants, conditions, restrictions, terms and provisions of this Declaration (following the
expiration of 30 days' prior written notice of such failure to such Owner or its Permittees as
provided in Section 10.1.2 hereof), shall be grounds for immediate action by the Association for
clauses (a) and (b) above and by any other Owner for clause (b) above, which may include,
without limitation, an action to recover sums due for damages, injunctive relief, enforcement of
other rights or remedies set forth in this Declaration (including, without limitation, the rights and
remedies set forth in Section 9.9 above if the applicable failure is monetary in nature) or
otherwise available at law, in equity or otherwise, or any combination thereof. All rights and
remedies of the Association and the Owners under this Declaration shall be cumulative and the
exercise or non -exercise of any of same shall not be deemed a waiver of that right, or any other
right.
10.6 First Mortgagee Notice and Cure Rights. So long as the Association has
received written notice of (a) the existence of a First Mortgage owned or held by a First
Mortgagee and (b) the address of such First Mortgagee, the Association will deliver to such First
Mortgagee a copy of any notice delivered under Section 10.1 to the Owner whose Parcel is
encumbered by the applicable First Mortgage. The applicable First Mortgagee shall thereafter
have the same rights to cure the alleged breach or default as the applicable Owner has under
Section 10.1 above and no Event of Default shall have occurred under this Declaration until such
cure rights have expired or elapsed; provided that, with respect to any cure performed by a First
Mortgagee, (i) the cure period shall not commence until a copy of the notice alleging a breach or
default has been delivered (in accordance with this Section 10.6 and Section 11.3) to such First
Mortgagee, and (ii) so long as such First Mortgagee diligently commences and pursues the
applicable cure, the cure period shall be extended :for so long as may be reasonably necessary to
complete the cure of the alleged breach or default, taking into account, among other factors, any
time periods that may be required for such First Mortgagee to obtain possession and/or control of
the applicable Parcel. Nothing in this Section 10.6 will impose any duty on any First Mortgagee
to cure any breach or default by an Owner under this Declaration.
10.7 Breach Will Not Defeat First Mortgage. Notwithstanding the subordination of
any First Mortgage to this Declaration or that a lien arising under this Declaration may be prior
22
US 4524323v.17
to the lien of a First Mortgage, neither the breach of any of the terms, conditions, covenants or
restrictions of this Declaration, nor the Foreclosure (defined below) of or pursuit of any remedy
with respect to any lien arising under this Declaration, will affect, defeat or render invalid the
lien or terms of any First Mortgage, but (except as otherwise provided in this Declaration) such
term, condition, covenant or restriction will be binding upon and effective upon any person
(including any First Mortgagee) who acquires title to such property affected by the lien of a First
Mortgage or any portion thereof, whether by foreclosure, trustee's sale, suit or by transfer in lieu
of foreclosure or other method (such process being referred to as a "Foreclosure").
10.8 First Mortgagee's Title. A First Mortgagee, its designee or nominee, or other
person that acquires title to an encumbered Parcel through Foreclosure (other than the Owner of
such Parcel or its Affiliate) will acquire title to such Parcel free and clear of any lien or claim
authorized by or arising out of the provisions of this Declaration, insofar as such lien secures, or
such claim is for, the payment of any assessment, charge or other amount relating to events prior
to the final conclusion of any such Foreclosure proceeding, including the expiration date of any
period of redemption, but subject to all the terms, covenants, conditions, restrictions of this
Declaration. After any such Foreclosure, any unpaid assessments, charge or other amount
relating to events prior to the final conclusion of such Foreclosure will continue to exist and
remain a personal obligation of the former Owner against whose Parcel the same was levied.
Any liens authorized, provided for in, or arising out of the provisions of this Declaration will be
subject and subordinate to the lien of any First Mortgage owned or held by a First Mortgagee.
The sale or transfer of any Parcel or any interest therein will not affect the liens provided for in
this Declaration.
ARTICLE 11
MISCELLANEOUS
11.1 Interpretation. This Declaration shall be construed in accordance with and
governed by Applicable Laws; provided, however, that to the extent the provisions hereof may
be more restrictive than Applicable Laws, then so long as not in violation of Applicable Laws,
the terms and provisions of this Declaration shall supersede and control. No waiver of any Event
of Default or any easement, covenant, condition or restriction imposed by this Declaration shall
be implied from any omission by the Association to take action on account of such Event of
Default if such Event of Default persists or is repeated.
11.2 Attorneys' Fees. If an action is commenced to enforce any obligation under this
Declaration, the prevailing party shall be entitled to recover its costs and reasonable attorneys'
fees from the other, whether or not such action is pursued to judgment.
11.3 Notices. Any notice required to be given under the terms of this Declaration shall
be in writing and shall be effective upon the earlier of: (a) receipt, (b) refusal to accept delivery,
(c) three days after being deposited in the U.S. mail, postage prepaid, via registered or certified
mail return receipt requested, or (d) one day after being deposited with a nationally recognized
overnight courier. Copies of notices alleging a breach or default by an Owner shall additionally
be given to First Mortgagees as and to the extent required pursuant to Section 10.6.
23
US 4524323v.17
If to the Association: SSBP Owners' Association
c/o CBRE, Inc.
20415 72nd Avenue South, Suite 210
Kent, Washington 98032
Attention: Patrice Jensen
With a copy to: LIT Industrial Limited Partnership
1717 McKinney Avenue, Suite 1900
Dallas, Texas 75202.
Attention: Asset Manager — Seattle South Business Park
Notice will be sufficient if given to a Member or Owner or other party shown on the
Association's records even though ownership of the related Parcel may have changed. Any party
shall have the right from time to time and at any time, upon at least ten days prior written notice
thereof in accordance with the provisions hereof, to change its representative address and to
specify any other address within the United States of America; provided, however,
notwithstanding anything herein contained to the contrary, the notice of address change shall not
be effective unless received; and further provided such address may not consist of only a post
office box.
11.4 Constructive Notice and Acceptance. Every person or other entity who now or
hereafter owns or acquires any right, title or interest in or to any portion of the Subject Property
subject to this Declaration is and shall be conclusively deemed to have consented and agreed to
every covenant, condition and restriction contained herein, whether or not any reference to this
Declaration is contained in the instrument by which such person or entity acquired an interest in
the Subject Property.
11.5 No Third Party Beneficiaries. This Declaration shall be binding upon all
Owners, their transferees, successors and assigns and shall be binding upon and shall inure to the
benefit of Declarant and its successors and assigns. Except for such foregoing entities, this
Declaration is not intended and shall not be deemed or construed to create any rights in any third
parties (including, without limitation, any Permittees or any successors and assigns of Declarant
unless such successors or assigns are Affiliates of Declarant).
11.6 Severability. If any of the covenants, conditions or terms of this Declaration
shall be found void or unenforceable for whatever reason by any court of law or of equity, the
remainder of this Declaration shall not be affected and each provision of this Declaration shall be
valid and enforced to the fullest extent permitted by law.
24
US 4524323v.17
11.7 Force Majeure. If any Owner or the Association shall be delayed or prevented
from the performance of any act required hereunder by reason of acts of God, strikes, lockouts,
labor troubles, inability to secure materials, restrictive governmental laws or regulations or other
cause without fault and beyond the control of the party obligated (financial inability excepted),
performance of such acts shall be excused for the period of the delay and the period for the
performance of any such acts shall be extended for a period equivalent to the period of such
delay.
11.8 Amendments; Termination. This Declaration may only be amended or
terminated by written instrument filed for record in the Official Public Records of Real Property
of King County, Washington, and executed by the Owners then holding 66% or more of the
voting rights in Section 8.3 hereof. Notwithstanding the foregoing, no amendment to this
Declaration shall materially and adversely affect any Owner's use of, or access to, its Parcel(s),
nor shall any such amendment materially increase or expand the liabilities and obligations, or
materially decrease or reduce the rights and benefits of any Owner, unless such Owner is a party
to the applicable amendment. No mortgagee (including any First Mortgagee), tenant, licensee or
other person having an interest in the Subject Property, other than such Owners, shall be required
to join in the execution of or otherwise consent to any amendment or cancellation of this
Declaration.
11.9 Estoppel Certificates. The Association shall, upon not less than ten business
days from receipt of written notice from an Owner, execute and deliver to such requesting Owner
a certificate stating that (a) either this Declaration is unmodified and in full force and effect or is
modified (and stating the modification); (b) whether, to the current actual knowledge of the
Association, the requesting Owner is in default in any respect under this Declaration and if in
default, specifying such default; and (c) the amount of Regular and Special Assessments, and
whether the requesting Owner has paid such any such Assessments then due and payable.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
25
US 4524323v.17
DATED: September d=, 2017.
DECLARANT
LIT INDUSTRIAL LIMITED PARTNERSHIP, a
Delaware limited partnership
By: LIT Holdings GP, LLC, a Delaware limited liability
company, its general partner
By: Lion Industrial Properties, L.P., a Delaware
limited partnership, its sole member
By: LIT GP Sub, LLC, a Delaware limited
liability company, its general partner
By: Lion Industrial Trust, a Maryland real
estate investment trust, its sole member
and manager
Z61
By:
Name:
Title: 13/4%-KI.cx c-2„,&
THE STATE OF TEXAS
COUNTY OF DALLAS
This instrument was acknowledged before me on September , 2017, by
�OE 71rocwipo , Avn1Tya2Ei Sf6 y1bf Lion Industrial Trust, a Maryland real estate investment
trust and the sole member and manager of LIT GP Sub, LLC, a Delaware limited liability
company and the general partner of Lion Industrial Properties, L.P., a Delaware limited
partnership and the sole member of LIT Holdings GP, LLC, a Delaware limited liability
company and the general partner of LIT Industrial Limited Partnership, a Delaware limited
partnership, on behalf of said trust, limited liability companies and limited partnerships.
cn62.41
Notary Public, State of Texas
LESLIE C. ELKINS
•Notary Public,, State of Texas
;•.':°� ° Comm. Expires 07-08-2018
n';,;a,, Notary ID 12832324-1
Signature Page —
Declaration of Easements, Covenants, Conditions and Restrictions
for Seattle South Business Park
EXHIBIT A
DESCRIPTION OF THE SUBJECT PROPERTY
REVISED PARCELS 1, 2, 3, 4, 5, 6, 8, 9, 10, 11, 12 AND 13, AND TRACTS A AND B, OF
CITY OF TUKWILA BINDING SITE IMPROVEMENT PLAN NUMBER L17-0011,
RECORDED ON S-et94- 2.S , 2017 UNDER RECORDING NUMBER
Za 1'i 0R2S000 4i5 , RECORDS OF KING COUNTY, WASHINGTON.
Exhibit A
US 4524323v.17
EXHIBIT B
DESCRIPTION OF THE ROADWAY EASEMENT AREA
TRACT A OF CITY OF TUKWILA BINDING SITE IMPROVEMENT PLAN NUMBER L17-
0011, RECORDED ON j e 2.$ , 2017 UNDER RECORDING NUMBER
Wn012.gboogig , RECORD OF KING COUNTY, WASHINGTON.
EXCEPT FOR A PORTION THEREOF, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF REVISED PARCEL 3 OF CITY OF
TUKWILA BOUNDARY LINE ADJUSTMENT NUMBER L 16-0008, AS RECORDED
UNDER RECORDING NO. 20160519900011, RECORDS OF KING COUNTY AUDITOR;
THENCE SOUTH 81°22'09" EAST ALONG THE NORTH LINE OF LOT 8 OF SAID
BINDING SITE PLAN, A DISTANCE OF 11.58 FEET TO THE NORTHEAST CORNER OF
SAID LOT 8; THENCE NORTH 07°43'05" EAST A DISTANCE OF 213.35 FEET TO THE
BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF
50.00 FEET; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 95°35'09" A DISTANCE OF 83.41 FEET; THENCE
NORTH 87°52'04" WEST A DISTANCE OF 120.56 FEET TO THE NORTHEAST CORNER
OF LOT 11 OF SAID BINDING SITE PLAN AND THE BEGINNING OF A NON -TANGENT
CURVE CONCAVE TO THE SOUTHEAST HAVING A RADIUS OF 462.24 FEET, AND
FROM WHICH POINT THE RADIUS POINT BEARS SOUTH 48°29'23" EAST; THENCE
SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL
ANGLE OF 01°54'25" A DISTANCE OF 15.38 FEET TO THE NORTHWEST CORNER OF
PARCEL 3 OF SAID BOUNDARY LINE ADJUSTMENT; THENCE SOUTH 87°52'53"
EAST ALONG THE NORTH LINE THEREOF A DISTANCE OF 140.69 FEET TO THE
BEGINNING OF A NON -TANGENT CURVE CONCAVE TO THE SOUTHWEST HAVING
A RADIUS OF 47.63 FEET, AND FROM WHICH POINT THE RADIUS POINT BEARS
SOUTH 25°26'26" WEST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID
CURVE THROUGH A CENTRAL ANGLE OF 58°05'59" A DISTANCE OF 48.30 FEET TO
THE EAST LINE OF SAID PARCEL 3; THENCE SOUTH 07°44'22" WEST ALONG SAID
EAST LINE A DISTANCE OF 218.29 FEET TO THE POINT OF BEGINNING AND THE
END OF THIS DESCRIPTION.
Exhibit B
US 4524323v.17
EXHIBIT C
DESCRIPTION OF THE SIDEWALK EASEMENT AREA
THOSE PORTIONS OF LOTS 1 THROUGH 6 AND LOTS 8 THROUGH 13, OF CITY OF
TUKWILA BINDING SITE PLAN NUMBER L17-0011, RECORDED ON Sc - 2 g ,
2017 UNDER RECORDING NUMBER Zo 1-Z 0c 2g 0oo41S RECORDS OF KING
COUNTY, WASHINGTON, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
THE WESTERLY 13.5 FEET OF LOT 1;
TOGETHER WITH THE WESTERLY 13.50 FEET OF LOT 2;
TOGETHER WITH THE WESTERLY 13.50 FEET OF LOT 3;
TOGETHER WITH HE WESTERLY 13.50 FEET OF LOT 4;
TOGETHER WITH THE EASTERLY 21.50 FEET OF LOT 8;
TOGETHER WITH THE EASTERLY 21.50 FEET OF LOT 9;
TOGETHER WITH THE EASTERLY AND SOUTHERLY 21.50 FEET OF LOT
TOGETHER WITH THE SOUTHERLY, WESTERLY AND NORTHERLY 21
LOT 11;
TOGETHER WITH THE SOUTHERLY, EASTERLY AND NORTHERLY 21
LOT 12;
TOGETHER WITH THE SOUTHERLY 21.50 FEET OF LOT 13;
10;
.50 FEET OF
.50 FEET OF
TOGETHER WITH A PORTION OF LOTS 4 AND 5 OF SAID CITY OF TUKWILA
BINDING SITE PLAN BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SAID LOT 5; THENCE NORTH
07°44'22" EAST ALONG THE WESTERLY LINE THEREOF A DISTANCE OF 279.39
FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE SOUTHEAST HAVING A
RADIUS OF 46.00 FEET; THENCE NORTHEASTERLY ALONG THE ARC OF SAID
CURVE THROUGH A CENTRAL ANGLE OF 54°49.18" A DISTANCE OF 44.01 FEET TO
THE SOUTH RIGHT-OF-WAY LINE OF SOUTH 180TH STREET; THENCE ALONG SAID
RIGHT-OF-WAY LINE SOUTH 87°50'47" EAST A DISTANCE OF 268.82 FEET TO THE
BEGINNING OF A NON -TANGENT CURVE TO THE LEFT HAVING A RADIUS OF
335.98 FEET AND FROM WHICH THE CHORD BEARS NORTH 80°54'42" EAST A
DISTANCE OF 131.09 FEET; THENCE NORTHEASTERLY ALONG THE ARC OF SAID
CURVE THROUGH A CENTRAL ANGLE OF 22°29'55" A DISTANCE OF 131.93 FEET;
THENCE LEAVING SAID RIGHT-OF-WAY, SOUTH 35°40'13" WEST A DISTANCE OF
22.99 FEET; THENCE SOUTH 81°04'00 WEST A DISTANCE OF 52.71 FEET; THENCE
NORTH 86°54'38" WEST A DISTANCE OF 29.72 FEET TO THE BEGINNING OF A NON -
TANGENT CURVE CONCAVE TO THE NORTH HAVING A RADIUS OF 341.00 FEET
AND FROM WHICH THE CHORD BEARS SOUTH 89°15'43" WEST A DISTANCE OF
34.48 FEET; THENCE ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL
Exhibit C
US 4524323v.17
ANGLE OF 05°47'48" A DISTANCE OF 34.50 FEET; THENCE NORTH 87°50'43" WEST A
DISTANCE OF 240.20 FEET; THENCE SOUTH 59°29'57" WEST A DISTANCE OF 44.53
FEET; THENCE SOUTH 07°44'22" WEST A DISTANCE OF 281.61 FEET; THENCE
SOUTH 75°05'22" WEST A DISTANCE OF 14.63 FEET TO THE POINT OF BEGINNING.
TOGETHER WITH A PORTION OF LOT 6 OF SAID BINDING SITE PLAN BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT ON THE SOUTH RIGHT OF WAY LINE OF SOUTH 180TH
STREET, ALSO BEING THE NORTHWEST CORNER OF SAID LOT 6; THENCE SOUTH
87°50'43" EAST ALONG SAID RIGHT-OF-WAY A DISTANCE OF 818.57 FEET TO THE
BEGINNING OF A NON -TANGENT CURVE CONCAVE TO THE SOUTHWEST HAVING
A RADIUS OF 49.00 FEET AND FROM WHICH THE CHORD BEARS SOUTH 25°27'01"
EAST A DISTANCE OF 53.65 FEET; THENCE SOUTHEASTERLY ALONG THE ARC OF
SAID CURVE THROUGH A CENTRAL ANGLE OF 66°22'46" A DISTANCE OF 56.77
FEET TO THE EAST LINE OF LOT 6; THENCE SOUTH 07°44'22" WEST ALONG SAID
EAST LINE A DISTANCE OF 318.26 FEET; TO THE BEGINNING OF A CURVE
CONCAVE TO THE NORTHWEST HAVING A RADIUS OF 50.00 FEET; THENCE
ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 84°23'34" A
DISTANCE OF 73.65 FEET TO THE SOUTH LINE OF LOT 6; THENCE ALONG SAID
SOUTH LINE NORTH 87°52'04" WEST A DISTANCE OF 736.30 FEET; THENCE NORTH
85°45'37" EAST A DISTANCE OF 158.25 FEET; THENCE SOUTH 87°52'15" EAST A
DISTANCE OF 564.68 FEET TO THE BEGINNING OF A CURVE CONCAVE TO THE
NORTHWEST HAVING A RADIUS OF 50.00 FEET; THENCE NORTHEASTERLY ALONG
THE ARC OF SAID CURVE THROUGH A CENTRAL ANGLE OF 84°23'24" A DISTANCE
OF 73.64 FEET; THENCE NORTH 07°44'22" EAST A DISTANCE OF 316.25 FEET TO THE
BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF
15.00 FEET; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 95°35'05" A DISTANCE OF 25.02 FEET; THENCE
NORTH 87°50'43" WEST A DISTANCE OF 813.94 FEET TO THE WEST LINE OF LOT 6;
THENCE NORTH 02°09'17" EAST ALONG SAID WEST LINE A DISTANCE OF 15.50
FEET TO THE POINT OF BEGINNING.
TOGETHER WITH A PORTION OF TRACT A OF SAID CITY OF TUKWILA BINDING
SITE PLAN BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS::
BEGINNING AT THE SOUTHEAST CORNER OF REVISED PARCEL 3 OF CITY OF
TUKWILA BOUNDARY LINE ADJUSTMENT NUMBER L 16-0008, AS RECORDED
UNDER RECORDING NO. 20160519900011, RECORDS OF KING COUNTY AUDITOR;
THENCE SOUTH 81°22'09" EAST ALONG THE NORTH LINE OF LOT 8 OF SAID
BINDING SITE PLAN, A DISTANCE OF 11.58 FEET TO THE NORTHEAST CORNER OF
SAID LOT 8; THENCE NORTH 07°43'05" EAST A DISTANCE OF 213.35 FEET TO THE
BEGINNING OF A CURVE CONCAVE TO THE SOUTHWEST HAVING A RADIUS OF
50.00 FEET; THENCE NORTHWESTERLY ALONG THE ARC OF SAID CURVE
THROUGH A CENTRAL ANGLE OF 95°35'09" A DISTANCE OF 83.41 FEET; THENCE
Exhibit C
US 4524323v.17
NORTH 87°52'04" WEST A DISTANCE OF 120.56 FEET TO THE NORTHEAST CORNER
OF LOT 11 OF SAID BINDING SITE PLAN AND THE BEGINNING OF A NON -TANGENT
CURVE CONCAVE TO THE SOUTHEAST HAVING A RADIUS OF 462.24 FEET, AND
FROM WHICH POINT THE RADIUS POINT BEARS SOUTH 48°29'23" EAST; THENCE
SOUTHWESTERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL
ANGLE OF 01°54'25" A DISTANCE OF 15.38 FEET TO THE NORTHWEST CORNER OF
PARCEL 3 OF SAID BOUNDARY LINE ADJUSTMENT; THENCE SOUTH 87°52'53"
EAST ALONG THE NORTH LINE THEREOF A DISTANCE OF 140.69 FEET TO THE
BEGINNING OF A NON -TANGENT CURVE CONCAVE TO THE SOUTHWEST HAVING
A RADIUS OF 47.63 FEET, AND FROM WHICH POINT THE RADIUS POINT BEARS
SOUTH 25°26'26" WEST; THENCE SOUTHEASTERLY ALONG THE ARC OF SAID
CURVE THROUGH A CENTRAL ANGLE OF 58°05'59" A DISTANCE OF 48.30 FEET TO
THE EAST LINE OF SAID PARCEL 3; THENCE SOUTH 07°44'22" WEST ALONG SAID
EAST LINE A DISTANCE OF 218.29 FEET TO THE POINT OF BEGINNING AND THE
END OF THIS DESCRIPTION.
Exhibit C
US 4524323v.17
EXHIBIT "C-1"
REVISED PARCEL 3
CITY .:)r. TUKWILA BEA \
AT\ 20160519900017 \
SEGALE PARK DR'VE A
\ SOUTH 180TH STREET
TRACT A
JOB 140. 2160900.50
June 23, 2017
LANDSCAPE. 9DEWALK. UTIUTY EASEMENT
LEGAL BY: TD EXH1BrT BY: TD
=\aniundon•Vmosoo\mus ot oaf
vanisoNimievtivi
US 4524323v.17
Exhibit C
2215 North 30th Street
Suite 300,
Taxcna, WA 98403
253.383.2422 TEL
2533812572 FAX
EXHIBIT "C-2"
SECALE PARK DR:vE A.
SOUTH TBOTH STREET
L2
60"-•
4:1
Is
5
TPOB
SW CORNER LOT 5
JOB NO. 2160000.50
June 23, 2017
LANDSCAPE, SIDEWALK, UT1UTY EASEMENT
LEGAL BY: TD EXHIBIT BY: TD
\adiproM1SVIR0000\face of cub
%Enke, \sammorLileg
L8
?•A-110-
2215 North 3901 Street
Suite 300.
Tacoma. WA 98403
253.363.2422 MI
2S3.383.2572 1-AX
DOW HAS ION PREPARED 10 MOST IN DE IfTERPRETAMON
OF 1HE ACCOMPAMD L. DEDDIPION. F DUE A OONFUCT
RERUN THE OMEN LEGAL DE9CINPTION A10 THE NEM DE
LO)AL DESCIEPION ROLL PREVAIL
Exhibit C
US 4524323v.17
EXHIBIT "C-3"
TPOB
NW CORNER LOT 6 10 SISALS PARK DRIVE A—,
L16 :C ? 78071-4 ST:RLET
1'-200
JOB NO. 2160900.50
Jun. 23, 2017
LANDSCAPE, SIDEWALK, UTILITY EASEMENT
LEGAL BY: TD E)OIIBIT BY: TD
tr.S ,,sh201L4\21eO 00Vass 1 gab
wdm
US 4524323v.17
2215 North 3018 Street
Suite 300.
Tad}na, WA 98403
253.3E32422 T EL
253.383.2572 FAX
i10S OMIT HAS OEDI PROMO 10 ASSIST LN THE SHERD ETA10"
OF TIC M'OOIIANTlq LEGAL Oi2LIP0@L IF THEE II A COMM
KNEW THE LLLr11DI LEOPL DESORPTION AID TNIS SEEM Tf
LEGAL L1E7SOPTION MALL MEWL
Exhibit C
EXHIBIT "C-4"
CURVE TABLE
CURVE #
LENGTH
RADIUS
DELTA
CHORD DIRECTION
CHORD LENGTH
C1
44.01
48.00
54'49'18"
N35" 09' 01"E
42.35
C2
131.93
335.98
2229'55"
N80' 54' 42"E
131.09
C3
34.50
341.00
5'47'48"
S89' 15' 43"W
34.48
C4
56.77
49.00
66'22'46"
525' 27' 01"E
53.65
C5
73.65
50.00
8423'34"
S49' 56' 09"W
67.17
C6
73.64
50.00
84'23'24"
N49' 56' 04"E
67.17
C7
25.02
15.00
95'35'05"
N40" 03' 11"W
22.22
LINE TABLE
LINE #
LENGTH
DIRECTION
L1
279.39
N7' 44' 22"E
L2
268.82
S8T 50' 4TE
L3
22.99
S35' 40' 13"W
L4
52.71
SB1' 04' 00-W
L5
29.72
N86' 54' 38"W
l6
240.20
N87' 50' 43"W
L7
44.53
S59' 29' 57"W
L8
281.61
57' 44' 22"W
1.9
14.63
S75' 05' 22"W
L10
818.57
SBT 50' 43"E
L11
318.26
sr 44' 22-W
L12
736.30
N87' 52' 04-W
L13
158.25
N85' 45' 37"E
L14
564.88
S87' 52' 15"E
L16
316.25
N7' 44' 22"E
L17
813.94
N87' 50' 43"W
L18
15.50
NT 09' 17"E
JOB N0. 2160900.50
June 23. 2017
LANDSCAPE. SIDEWALK, UTILITY EASEMENT
LEGAL. 8Y TD EXHIBIT BY: TD
vri en�lDI00\Nol d orb
T,
2215 North 30th Street
Suite 300,
Tacoma, WA 984E2
253,3E3.2422 TEL
253.3032572 FAX
EMIT HAS OEM PREPARED DIE 10 ASSET 1E IIpur,ETAION
OF 11E ACO PAN1110 WM. OFICUPDON. W MX 11 A CONFLICT
■CI\EM DE M M. 1EOAL OEMMTION ND 1NIt =Rips THE
LEGAL OFadi<IION !LULL PREVAIL
Exhibit C
US 4524323v.17
EXHIBIT "C-5"
6
N87 52' 04
120.58'
SEGAI F PARK ,'3RVE
tm154.25.
R=48224'
L8815.38'
REI=S4829.7.31
1 1
(1)
AVOine.9:
SST 52 531
140.69'
A=56705.59.
R-47.83'
L=48.30'
RBABS2526'28.W
REVISED PARCEL 3
CITY OF TLIKKLA BLA
APN 2C1605.1990001"
r=100'
JOB NO. 2160900.50
June 23. 2017
LANDSCAPE. 9DE1VALX. LMUTY EASEMENT
LEGAL BY: ID UNIBIT BY ID
ir‘velgroMMINT100000\fixia of curb
ilifikiAeommoiLdni
US 4524323v.17
S7' 44' 22"W
218.29.
WOO
SE CORNER
561' 22' OVE
8 11.58'
res DONT HAS IEEE AWNED TD MST GI
TDE MEEPPETAION
OF ie ACOGIIPMFONG LEGAL OEICDPOOIL F DOE IS A OONFLICI
MEM DE UMW LEGAL onalyncel No DAS SEIM THE
Me CAMERPIION !HALL Rim&
4
A=9515.09.
R=50.00'
L=83.41'
43' OrE
213.35'
c
4)
2215 North 301h Street
Suite 300,
T ammo, WA 984C0
25322422 TEL
253.33.2572 FAX
Exhibit C
EXHIBIT D
INITIAL PRORATA SHARES AND SOUARE FOOTAGES
Parcel/Tract
Number
Building Reference
Building Square Footage
or Deemed Square Footage
Prorata
Share
Parcel 1
Building 7
25,134
1.907%
Parcel 2
Building 8
73,110
5.548%
Parcel 3
Parking Lot
30,000
2.277%
Parcel 4
Building B
57,568
4.369%
Parcel 5
Building A
26,682
2.025%
Parcel 6
Building D
218,003
16.543%
Parcel 8
Building 4
48,384
3.672%
Parcel 9
Building 5
74,160
5.628%
Parcel 10
Building 6
54,871
4.164%
Parcel 11
Building 3
311,261
23.620%
Parcel 12
Building 2
243,700
18.493%
Parcel 13
Building 1
154,892
11.754%
Tract A
Roadway Easement Area
0
0.000%
Tract B
River Trail Easement Area
0
0.000%
Exhibit D
US 4524323v.I7