HomeMy WebLinkAboutAD04-048 - Other - Kent Station, LLC - Release of Memorandum of Purchase Agreement - 07/07/2016 Records Management ,,.
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CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office.
Vendor Name: (sent Station L.L.0
Vendor Number.
7D Edwards Number
Contract Number: ()L4® ()
This is assigned by City Clerk's Office
Project Name: Kent Station Development
Description. ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ❑ Contract
❑ Other: Release of Memorandum of Purchase Agreement and
Development Agreement
Contract Effective Date. 7/7/16 Termination Date. N/A
Contract Renewal Notice (Days). N/A
Number of days required notice for termination or renewal or amendment
Contract Manager. Kim Komoto Department. Law
Contract Amount: N/A
Approval Authority: ❑ Department Director ® Mayor ❑ City Council
Detail. (i.e. address, location, parcel number, tax id, etc.):
As of: 08/27/14
AMENDED AND RESTATED DECLARATION OF COVENANTS,
CONDITIONS AND RESTRICTIONS
FOR
DENT STATION
THIS AMFNDF.D AND RESTATED DECLARATION("Declaration")is made this day of
, 2016 ("Effective Date"), by Kent Station Phase I L.L.C., a Washington limited liability
company (formerly known as Tarragon-Kent Station Phase I L.L.C.) ("Phase P'), Kent Station Phase II
L.L.C., a Washington limited liability company (formerly known as Tarragon-Kent Station Phase II
L.L.C. and successor in interest to Tarragon-Kent Station Phase IV L.L.C.) ("Phase 11"), Dwell at Kent
Station L.L.C., a Delaware limited liability company (formerly known as Tarragon-Kent Station Phase III
L.L.C.) ("DwelF% State of Washington, State Board For Community and Technical Colleges, Green
River Community College, acting through the Department of General Administration (the "College"),
Ramsay Way Commercial Condominium Owners Association("Ramsay") (Phase I, Phase II, Dwell, the
College and Ramsay are hereinafter collectively referred to as the "Owners"), Kent Station, L.L.C., a
Washington limited liability company("Kent Station LLC")(the original developer of Kent Station), and
the City of Kent, a municipal corporation(the"City"),regarding all of the real property legally described
in and referred to in Exhibit A and depicted on Exhibit B attached to this Declaration and hereby made a
part hereof and located in King County, Washington (the "Property" or "Kent Station"). This
Restatement is further consented to by AmericanMulti-Cinema,Inc., a Missouri Corporation(`AMC").
RECITALS
A. Kent Station LLC and the City entered into a Real Estate Purchase and Sale Agreement -
dated as of January 20, 2004 (`Purchase Agreement"), recorded in the Memorandum of Purchase
Agreement and Development Agreement under King County Recording No. 20040629001156, pursuant
to which affiliates of Kent Station LLC acquired the Property in phases.
B. Kent Station LLC and the City entered into a Development Agreement dated as of
January 20, 2004 (`Development Agreement'), recorded in the Memorandum of Purchase Agreement
and Development Agreement under King County Recording No. 20040629001156, pursuant to which
Kent Station LLC developed the Property in phases.
C. Kent Station LLC completed development of the Property and accordingly the Purchase
Agreement and Development Agreement were released in a Release of Document dated August 20,2014,
recorded under King County Recording No. 20140821001552 and in a Release of Document dated ,
recorded under King County Recording No. . The City acknowledges that Kent Station LLC has
fulfilled all its obligations under the Purchase Agreement and Development Agreement.
D. Central Puget Sound Regional Transit Authority (`Sound Transit") and the City
entered into a Interlocal Operation and Maintenance Agreement for the Use of the Kent Commuter Rail
Station Garage dated June 18,2002, and all amendments thereto ("Sound Transit Agreement')regarding
the public use of a parking structure with 871 parking stalls located east of Ramsay Way and south of
West Temperance Street as depicted on Exhibit C (`Sound Transit Garage"). Under the Sound Transit
Agreement the City is responsible for reimbursing Sound Transit for certain maintenance costs associated
with the Sound"Transit Garage(`Sound Transit Garage Maintenance Costs").
E. Owners are required to reimburse the City for the Sound Transit Garage Maintenance
Costs pursuant to deed restrictions, recorded under King County Recorder Nos. 20040629001160 (re-
recorded under No. 2005719001608) and 20051209002429, and all amendments thereto (`Deed
Restrictions").
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F. Pursuant to the Replacement Parking Facility Agreement between Kent Station LLC and
the City dated June 29, 2004, recorded under King County Recording No. 20040629001159, and all
amendments thereto ("Replacement Parking Agreement") in the event Sound Transit begins charging
non-transit riders for parking after 12:00 noon prior to June 29, 2044, the City will provide either a
voucher system or a replacement parking facility. If the City elects to provide a replacement parking
facility, Owners will deed to the City land as depicted on Exhibit D for the replacement facility
("Replacement Parking Facility") and shall be responsible for reimbursing the City for maintenance
costs associated with the Replacement Parking Facility (collectively, "Replacement Facility
Obligations"), The Replacement Facility Obligations were reaffirmed in the Parking Agreement dated
June ,2006,recorded under King County Recording No. 20060616001372, and all amendments thereto
("Affirmation of Replacement Parking Agreement")-
G. The Sound Transit Garage Maintenance Costs and Replacement Facility Obligations
(collectively, "Parking Costs") were allocated among the Owners pursuant to the Kent Station Cost
Sharing Agreement dated August 20,2014,recorded Linder King County Recording No.20140829001612,
and all amendments thereto ("Cost Sharing Agreement"). The Cost Sharing Agreement was released in
a Release of Document dated , recorded under King County Recording No.
. The Owners acknowledge that the Parking Costs are now allocated among the Owners
pursuant to Sections 7.4 and 10.2 of this Declaration.
H. Kent Station LLC, on its own behalf and as agent for Phase l and the City entered into
the Declaration of Covenants Conditions and Restrictions for Kent Station dated as of June 29, 2004,
recorded under King County Recording No.20040629001162, as amended by Kent Station LLC, Owners,
AMC and the City in the First Amendment to Declaration of Covenants, Conditions and Restrictions dated
as of June 18, 2011, recorded under King County Recording No. 20110618001591 (collectively, the
"Original Declaration").
I. Kent Station LLC elected to establish the Kent Station Home Owners Association
("Association") on to enforce and manage this Declaration. As of the Effective Date,the
Association shall enforce and manage this Declaration.
J. American Multi-Cinema, Inc., a Missouri corporation ("AMC"), and its successors and
assigns, leases a portion of the Property depicted on Exhibit E ("AMC Building") under a lease dated
June 16, 2004, and all amendments thereto, between AMC, as tenant, and Phase I, as landlord ("AMC
Lease").
K. Kent Station LLC, Owners, the City and AMC desire that the Original Declaration be
hereby replaced in its entirety by the following Declaration for the Property to submit the Property to the
covenants, conditions and restrictions set forth herein in order to preserve the cohesive and high quality
development of the Kent Station project.
NOW, THEREFORE, Owners hereby declare that all of the Property is and shall be held,
conveyed, hypothecated, encumbered, leased, transferred, sold, occupied, built upon or otherwise used or
improved in whole or in part, subject to the covenants, conditions,restrictions, and easements (hereinafter
collectively referred to as "Covenants") hereinafter set forth and all of said Covenants herein contained
are declared and agreed to be in furtherance of a general plan for the subdivision, improvement and lease
or sale of the Property and are established for the purpose of enhancing the value, desirability and
attractiveness of the Property and every part thereof.
SECTION 1
PURPOSE
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It is the purpose of this Declaration to:
(i) Ensure that the Property will be maintained as an attractive setting for retail, office, and
residential uses with ample landscaped open areas, attractive high-quality structures,proper and desirable
uses and appropriate development of all of the Property;
(ii) Protect the Owners and Occupants of the Property against improper and undesirable
uses of the Property;
(iii) Guard against the construction of Improvements built of improper or unsuitable
materials or design;
(iv) Encourage the construction of attractive Improvements in appropriate locations;
(v) Prevent haphazard and inharmonious development of the Property; and
(vi) Provide high quality development on the Property.
SECTION 2
DEFINITIONS
2.1 AMC is defined in the Recitals above.
2.2 AMC Lease is defined in the Recitals above.
2.3 AMC Building is defined in the Recitals above.
2.4 Ap lip cant shall mean an Owner or the agent of an Owner or a Person possessing valid '..
power of attorney or other proxy or authorization of an Owner, sufficient in the reasonable judgment of
the Committee to empower such Person to act on Owner's behalf for the purposes of Section 5 hereof.
2.5 Architect shall mean a person holding a valid license to practice architecture in the State
of Washington.
2.6 Architectural Review Committee (herein sometimes referred to as the "Committee")
shall mean the so named committee as originally created by Article 5 of this Declaration and as from time
to time hereafter constituted and its successors as thereinafter provided having the powers and duties
hereinafter described.
2.7 Assessment shall mean all assessments imposed pursuant this Declaration, including
without limitation General Assessments and Special Assessments.
2.8 Beneficiary shall mean the beneficiary under tetras of a Deed of Trust or a mortgagee
under terms of a mortgage.
2.9 Board of Directors shall mean the governing body of the Association as described in
Section 7 hereof.
2.10 Buildin shall mean and include the principal structure or structures on any Site,
including all projections or extensions thereof, and all garages, outside platforms,out buildings, decks and
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other ancillary structures and facilities, except where ancillary structures and facilities are otherwise
specifically referred to herein.
2.11 City is defined in the Recitals above.
2.12 Common Areas shall mean those portions of the Property located outside of Buildings
(unless such Building is provided for the commons use of the Owners) as depicted on the MPD Site Plan
which is attached hereto as Exhibit B as such MPD Site Plan may be subsequently amended by the
Association with the reasonable consent of AMC (only during the Effective Period)including any private
roadways to serve all or part of the Lots and all parking areas, curbs, gutters, sidewalks, driveways and
landscape areas adjacent to the private and public roadways serving the Lots, the Open Space and all.
wetlands, environmental protection and conservation areas and facilities now or hereafter required in
connection with Property, including but not limited to,holding and detention ponds and wetland and other
buffer areas. Notwithstanding the foregoing,the Dwell Parking shall not be deemed a Common Area.
2.13 Common Expenses shall mean all costs and expenses incurred by the Association,
including, but not limited to,the following: (a) expenses of administration, maintenance, and operation,
including,but not bruited to,reasonable compensation to employees of the Association, (b)costs of repair,
replacement and capital improvement of the Cominon Areas and any Improvements thereon, (c)premiums
or deductibles for all insurance policies and bonds required or permitted by this Declaration, (d) all real
property and other taxes and assessments on the Common Areas, (e) utility and service charges, (f)
funding of reserves for anticipated operational shortfalls or for replacement of capital items, (g) expenses
payable by the Association, (h) legal fees and costs, (i) the costs of recovering unpaid Assessments,
including legal fees and other costs of foreclosure of a Lien, (j) fees for services provided to the
Committee, (k) expenses of administration, maintenance, operation, repair or replacement of landscaping
performed by the Association, (1) Parking Costs. (m) costs of third-party management, and (n) any other
costs and expenses determined from time to time as reasonably necessary by the Association, or as
otherwise incurred by the Association pursuant to this Declaration.
2.14 Cost Sharing Agreement is defined in the Recitals above.
2.15 Coun shall mean the County of King, State of Washington.
2.16 Deed of Trust shall mean a deed of trust or mortgage on any portion of the Property or
leasehold interest therein.
2.17 Deed Restrictions is defined in the Recitals above.
2.18 Development Agreement is defined in the Recitals above.
2.19 Dwell Parking shall mean that parking area as depicted on Exhibit F.
2.20 Effective Period shall mean that period of time between the date of this Declaration and
the earlier of(i) the date of expiration or sooner termination of the AMC Lease,or(ii)June 1,2045.
2.21 General Assessments shall mean those assessments imposed pursuant Section 7.4 of this
Declaration.
2.22 Guidelines shall mean the Kent Station Design Guidelines approved by AMC. These
may be modified or supplemented from time to time, however during the Effective Period, such
modification must receive the prior written approval of AMC, which consent shall not be unreasonably
withheld. The Guidelines shall be referred to by the Association and the Committee in determining the
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I
I
acceptability of a particular-proposed Improvement and/or the use of a Site. A copy of the Guidelines
shall be maintained in the offices of the Association.
2.23 Improvements shall mean and include Buildings, structures, Signs, Site Fixtures,
driveways, panting, loading and/or storage areas, fences, sidewalks, other walk and/or bicycle ways,
paved areas, curbs, gutters, antennae,tanks,towers, hoppers, storage bins, fixed machinery, transformers,
walls, screens and barriers, retaining walls, bridges, drainage structures, stairs, decks, landscaping, water
hydrants,poles, grading changes,loading areas, outdoor artwork and sculptures, and all other structures or
Improvements of every type and kind,name and nature and all additions, alterations and changes thereto,
except where such specific Improvements are individually referred to herein.
2.24 Lot shall mean any parcel of real estate contained within the Property as divided or
subdivided on a subdivision plat or map or binding site plan recorded in the Official Records.
2.25 Minimum shall mean twenty percent(20%)or more of the Net Developable Area of the
Property.
2.26 MPD shall mean the Master Plan Development as approved by the City, and as may be
amended from time to time (with the reasonable consent of AMC during the Effective Period), and
recorded against the Property, in which MPD sets forth certain Lot division and site development
characteristics and constraints.
2.27 Not.-Developable Area shall mean the gross area of the Properly, a Lot or a Site less
Common Areas and areas dedicated to public authorities.
2.28 Occupant shall mean any Person, other than an Owner, that is in possession of or
otherwise occupying one (1) or more Sites at any particular time or times, whether as a lessee, sublessee,
licensee or pursuant to any lease, sublease, license or other right of occupancy with or through the Owner
of such Site or Sites.
2.29 Official Records shall mean the records of the City of Dent and of King County,
Washington.
2.30 Open Space shall mean that portion of the Property that is designated as open space on
development plans approved by the City.
2.31 Original Declaration is defined in the Recitals above.
2.32 Owner shall mean, at any particular time or times, any Person that owns fee simple title
to one(1)or more Sites, as shown by the Official Records;provided,however,that a Beneficiary shall not
be deemed to be an Owner so long as its interest u the particular Site or Sites is for purposes of security
only.
2.33 Owner's Association(sometimes herein referred to as the"Association") shall mean the
association of Owners created and described in Section 7 hereof.
2.34 Parking Costs is defined in the Recitals above.
2.35 Person shall mean an individual, group of individuals, corporation, partnership, trust,
unincorporated business association or such other legal entity as the context in which such term is used
may imply.
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2.36 Phase I shall I mean that portion of the Property as depicted as"Phase 1"on Exhibit G.
2.37 Proper shall mean all of the real property described in Exhibit A and depicted on
Exhibit B.
2.39 Purchase Agreement is defined in the Recitals above.
239 Record or Recorded shall mean, with respect to any document, the recordation of said
document in the Official Records.
2.40 Replacement Parking Agreement is defined in the Recitals above.
2.41 Replacement Parking Facility,is defined in the Recitals above.
2.42 Replacement Facility ObliQat ens is defined in the Recitals above.
2,43 Kent Station is the name of the Property and the Improvements located thereon.
2.44 Review Fee shall mean the amount charged by the Committee to review the application
described in Section 5.5 hereof.
2.45 Sign shall mean any structure, device or contrivance and all parts thereof which are
erected or used for advertising, directional or identification purposes or any poster, bill, bulletin, printing,
lettering, painting, device or other advertising of any kind whatsoever, which is placed, posted or
otherwise fastened or affixed to the ground and/or structures within the boundaries of the Property. Signs
shall exclude posters within AtMC's poster cases on the AMC Building during the Effective Period.
2.46 Site shall mean a Lot, as well as contiguous Lots which are owned of Record by the
same Owner. if fee simple title to two (2) or more adjacent Lots is acquired by the same Owner, such
commonly-owned Lots may, at the option of said Owner, be combined and treated as a,single Site for the
purposes of this Declaration, provided that the location of the Improvements on such combined Site shall
be subject to prior written approval by the Committee.
2.47 Site Fixtures shall mean any man-made or natural object used on the Site for decorative
or incidental purposes and which is not a Building, Sign, parking area, driveway, or landscaping. By way
of illustration and not limitation, flagpoles, fountains, statues, benches, tables and decorative walls are
"Site Fixtures".
2.48 Sound Transit shall mean Central Puget Sound Regional Transit Authority.
2.49 Sound Transit Agreement is defined in the Recitals above.
2.50 Sound Transit Garage is defined in the Recitals above.
2.51 Sound Transit Garage Maintenance Costs is defined in the Recitals above.
2.52 Special Assessment shall mean those assessments imposed pursuant Section 7.4(iv) of
this Declaration.
2.53 Street shall mean any thoroughfare(private or public)within or immediately adjacent to
the Property.
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2.54 Subdivision shall mean any MPD,binding site plan or subdivision plat or map Recorded
with respect to the Property or any portion thereof in the Official Records.
All capitalized terms not otherwise defined herein shall have the same definition as set forth in the
Purchase agreement, of if not defined therein, as defined in the Development Agreement.
SECTION 3
MAJOR DECISIONS
During the Effective Period,the following actions may be taken by the Association(each a
"Major Decision")only with the written consent of AMC, which consent shall not be unreasonably
withheld. Major Decisions shall include the following:
(a) Any amendment of this Declaration pursuant to Section 14 of this Declaration.
(b) Amendment of the Guidelines.
(c) Approval of variances as more fully described in Section 5.4 below.
(d) Changes to the Review Fee more fully described in Section 5.5. below.
(e) Changes to the Common Areas identified in the MPD Site Plan,unless those
changes are necessitated by the Replacement Parking Garage.
(f) The expansion of the area covered by this Declaration.
(g) Termination of this Declaration in accordance with Section 15.
SECTION 4
REGULATION OF USES
4.1 Approved Uses. Sites within the Property shall be used for purposes allowed by the
zoning for the Property and consistent with the Guidelines.
4.2 Compliance with Governmental Regulations. All uses and activities on each Site shall
comply, at the sole expense of each Owner, with all applicable governmental regulations and the
development approvals issued for Kent Station. All uses and operations shall be carried out so as not to
cause a nuisance to other Sites.
4.3 Use Restrictions.
(i) No use shall be permitted on the Property which is inconsistent with the Guidelines and
the operation of a first-class mixed-use center. Without limiting the generality of the foregoing, the
following uses shall not be permitted:
(a) Any use which emits an obnoxious and offensive odor, noise, or sound which
can be heard or smelled outside of any Building on the Property;
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(b) Any use as a warehouse or storage operation and any assembling,
manufacturing,refining, smelting, agricultural, or mining operation,provided that this shall not apply to a
restaurant-brewery;
(c) Any"second hand"store or"surplus"store;
(d) Any clumping, disposing, incineration, or reduction of garbage (exclusive of
garbage compactors located near the rear of any Building);
(e) Any fire sale, bankruptcy sale (unless pursuant to a court order) or auction
house operation;
(f) Any central laundry, dry cleaning plant, or larmdromat;provided, however,this
prohibition shall not be applicable to on-site service oriented to pickup and delivery by the ultimate
consumer, including nominal supporting facilities, as the same may be found in retail shopping districts in
the metropolitan area where the Property is located;
(g) Any establishment selling or exhibiting primarily pornographic materials or
any"adult use" as defined by Kent City Code;
(h) Any bar or tavern or any restaurant or other establishment that is licensed in a
manner which contemplates that it will have annual gross revenues from the sale of alcoholic beverages
for on-premises consumption exceeding sixty percent(60%)of the gross revenues of such business;
Q) Any flea market, or any establishment which operates primarily as a pool or
billiard hall;
(j) Any tattoo parlor, so-called "head shop", funeral home, bail bonds use,
pawnshops, check cashing store, or,into parts store;
(k) Outdoor sales, auctions or temporary markets, except for Permitted Events, and
except as otherwise allowed by this Section 4.3;
(1) During the period that a 2000 or greater seat cinema is operating in the AMC
Building (other than temporary interruptions in operations for remodeling,restoration of damage or other
force majeure event)(the"Theater Operation Period"), any:
(i) bowling alley(provided it may be allowed (a)so long as it does not to
exceed 4 lanes and(b)is limited to an incidental part of another use),
(ii) hockey rink, skating rink or other similar commercial recreation
facility;
(iii) any other use not allowed by the plat and MPD in effect on the date of
this Agreement, other than restaurants and bars and other than the cinema, which by law requires more
than 5 parking spaces for each 1000 square feet of Building area;
(iv) any game room or arcade, except this shall not prohibit the operations
of games within the AMC Building,
(v) a movie theater, other than from within the AMC Building, and except
the College may show films in its premises, so long as(a)no admission is charged, except with respect to
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fundraising events of educational films, (b)the films are not first run films(but this shall not be deemed to
prevent the showing of films made by the College's students), (c)the films are primarily being offered to
the College's students, and d)the films are not being shown in an auditorium designed as a movie theater;
and
(vi) a health club exceeding 1500 square feet, or (irrespective of size)
located within 200 feet of Phase 1;
(m)During the Effective Period any:
(i) merchandise, equipment or services, including but not limited to
vending machines, promotional devices and similar items, displayed, offered for sale or lease, or stored
within the Common Area or outside of any Building on the Property;provided however,that the foregoing
prohibition shall not be applicable to temporary promotions related to uses on the Property, except that no
promotional activities will be allowed in the Common Area or on a Lot outside of a Building without the
prior written approval of the Association and AMC. Notwithstanding the foregoing, "ABO's" (i.e.
automated box office machines and/or automated teller machines) operated by AMC shall be allowed in
the Common Areas. Furthermore, the foregoing shall not prohibit the operation of carts and kiosks
located outside the "no kiosk zone" depicted on the attached Exhibit B, and which are not otherwise
prohibited by 4.3(i)(m)(ii);
(ii) except for"Permitted Events" approved by AMC, no kiosks, carts or
stands(permanent or temporary)that sell food;
(hi) no restaurants (which term includes any type of food vendor) within
150 feet of AMC's main entrance, unless (a) it is a restaurant in which carryout is incidental to on-site
dining, or (b) the store is a national chain ice cream store or regional or national chain gourmet coffee
shop,and in either case,it does not sell slushees(defined as a shaved or granulated ice drink with artificial
flavoring,but excluding specialty coffee or tea drinks served in regional or national coffee chain stores)or
candy, other than mints or gourmet candy or its own brand of candy sold in all of its other stores in the
Seattle metro area;
(iv) except as described in clause 4.3((i)(m)(iii)(b), and except for national
chain restaurants which have candy for sale only at the check-out counter(and which is not advertised or
displayed in a mariner visible from outside the restaurant), other candy sales within 150 feet of AMC's
main entrance;
(v) popcorn sales within the Property, except for the operation of
restaurants and bars which provide popcorn free of charge to their patrons;and
(vi) without AMC's consent, use of the Common Areas for any purpose
other than that for which the Common Areas were designed; PROVIDED, I30WEVER, AMC will not
unreasonably withhold its consent to special events in the Common Area, provided, the same (s) are
allowed under Section 4.4 of the Development Agreement and otherwise meet the requirements of this
section 4.3; (b) are limited to not more than once a month (without seeking AMC's prior consent); (c)
shall be limited to two (2) days in length(except when occurring over a 3-day holiday weekend), and (d)
shall in no event impair access to the AMC Building, or the availability of adequate parking for AMC's
customers (such events as approved by AMC being referred to as"Permitted Events"). In order to obtain
AMC's consent to a proposed event, the Association shall submit to AMC for approval (not later than
thirty(30) days in advance of a proposed event) a drawing depicting the locations of the booths and other
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temporary obstructions occasioned by such event, and description of the food offerings, a description of
the event, and the date and duration of such event.
00 Each Owner shall cause the employees of the Occupants of its Lot to park their vehicles
only on such Lot, or at such other locations as designated by the Association for employee parking, such
areas may be within the Property or at an off-site location as determined by the Association in its sole
discretion. The Association shall have the authority to reserve specific parking spaces for particular uses
or Occupants. In addition, all Occupants and their customers and employees shall be subject to Section
102 of this Declaration and rules and regulations adopted from time to time by the Association, which
rules and regulations shall include efforts and actions (including the addition of a parking patrol, if
deemed necessary, and /or the posting of signage prohibiting overnight parking and allowing towing of
cars for other than Property patrons)to preserve the parking within the Common Areas for patrons of the
Property. During the Effective Period, the location of employee parking and rules and regulations
regarding parking, and any changes thereto for AMC's employees, shall be subject to AMC's prior written
consent,which shall not be unreasonably withheld or delayed.
(iii) If a recycling center or equipment is required by law to be located on the Property, the
location shall be subject to the approval of the Association.
(iv) This Declaration is not intended to, and does not, create or impose any obligation on an
Owner to operate, or cause to be operated, a business or any particular business on the Property or on any
Lot.
(v) No Owner shall use, or permit the use of Hazardous Materials on, about, under or in its
Lot, or the Property, except in the ordinary course of its usual business operations conducted thereon, and
any such use shall at all times be in compliance with all Environmental Laws. Each Owner shall
indemnify, protect, defend and hold harmless the other Owners from and against all claims, suits, actions,
demands, costs, damages and losses of any kind, including but not limited to costs or investigation,
litigation and remedial response, arising out of such Owner's breach of the obligation set forth in the
immediately preceding sentence. For the purpose of this Section, the term (i)"Hazardous Materials"
shall mean: petroleurn products, asbestos, polychlorinated biphenyls, radioactive materials and all other
dangerous, toxic or hazardous pollutants, contaminants, chemicals, materials or substances listed or
identified in, or regulated by, any Environmental Law, and fi)"Environmental Laws" shall mean: all
federal, state, county, municipal,local and other statutes, laws, ordinances and regulations which relate to
or deal with human health or the environment, all as may be amended from time to time.
4.4 Notification and Cure Period. If a violation or this Declaration is claimed by
the Association, AMC, or an Owner then written notice of the alleged violation shall be delivered to the
Owner in writing. Said Owner will have ten (10) days to cure said violation or show good faith that such
violation is in the process of being cured. If said Owner in violation fails to cure the violation within a
reasonable time, but not to exceed thirty (30) days, then the Association may, at its option,proceed with
any legal means to cure said violation. If the Association fails to cure in a timely manner, then AMC
(only during the Effective Period), at their option, shall have the right, but not the obligation, to cure and
be reimbursed by the defaulting Owner for the cost of such actions including all expenses, including legal
fees, and interest thereon.
SECTION 5
ARCHITECTURAL REVIEW CONiNIITTEE
5.1 Establishment of Committee.
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(i) There shall be established and created the architectural review committee (the
"Committee") for the Property which shall consist of three (3)members, all of whom shall be appohrted
by, and serve at the will of the Association. Members of the Committee shall serve for three (3) year
terms. Any two(2)members of the Committee shall constitute a quoram, and the vote of a majority of the
members of the Committee shall constitute the action of the Committee on any matter being considered by
the Committee. During the Effective Period,the Committee's right to modify the Guidelines, if any, shall
be established by the Association,provided that any such modification shall require AMC's prior written
consent, which shall not be unreasonably withheld or delayed.
5.2 Approval by Committee.
(i) No Improvements shall be commenced, constructed, placed, erected or maintained on
any Site, nor shall any alteration, change or addition be made to any Improvement(except those made to
the interior of a Building and which do not otherwise violate these Covenants) unless and until plans and
specifications therefore(as set forth in the Guidelines) shall have first been submitted to and approved in
writing by the Committee. The Committee shall evaluate and review proposed Improvements and uses of j
sites in relation to their conformance with the Guidelines.
(ii) Notwithstanding anything to the contrary set forth in this Article 5, during the Effective
Period, AMC shall be entitled to make interior changes to its premises without Committee review or
approval, and may make such other improvements to its premises, subject only to the approval of its
landlord (to the extent required under the AMC Lease)(collectively, "AMC Alterations"). Furthermore,
during the Effective Period, unless otherwise approved by AMC, Buildings may only be constructed
within the Building Envelopes depicted on the Site Plan attached as Exhibit B, notwithstanding any
contrary provision in Section 5. Notwithstanding the provisions of this Section 5.2, all improvements
shall remain subject to approval through the City's Design Review process.
5.3 Application for Approval. Plans and specifications and an application, in a form
satisfactory to the Committee, shall be submitted to the Committee at the expense of the Applicant in
triplicate over the signature of the Applicant and prior to submission to the appropriate governmental
authority having jurisdiction over the Properly for any permit. Such plans and specifications shall include
all items required by the applicable Guidelines. The provisions of this Section do not apply to AMC
Alterations during the Effective Period.
5.4 Variances. In addition to the plans and specifications, the Applicant shall set forth
separately and in specific detail any and all variances it desires from the Covenants and Guidelines. The
Committee shall have the right to waive and/or grant variances, both temporary and permanent from the
Covenants and those requirements set forth in the Guidelines if the Connnittee deems such waiver or
variance warranted in a particular instance; provided, however, that any consent by the Committee to
waive or grant a variance from any Covenant pertaining to the construction or maintenance of any
Improvement shall be a Major Decision.
5.5 Review Fee. Plans and specifications submitted to the Committee for review shall be
accompanied by a statement from the Architect who prepared such plans and specifications giving a good
faith estimate of the total cost of the Improvements together with payment to the Committee in an amount
equal to the then applicable Review Fee, as established by the Committee, and as revised from time to
time. The Review Fee shall not exceed$2,500. No plans and specifications shall be reviewed unless and
until such fee has been paid. In the event any revisions to applicant's plans and/or specifications required
by the Committee will require significant re-review by the Committee, the Committee may assess a
reasonable re-review fee which shall be payable by applicant prior to the Committee commencing such to-
review. In addition to the Review Fee,the applicant shall be obligated to reimburse the Committee for all
out-of-pocket costs incurred by the Committee. The Committee may evaluate on an annual basis whether
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the Review Fee is sufficient to cover the Committee's costs and may change the Review Fee based on this
evaluation to include a reasonable increase. Changes to the Review Fee are a Major Decision. The
provisions of this Section do not apply to AMC Alterations during the Effective Period.
5.6 Application and Approval Procedures.
(i) With regard to any request for approval by the Committee involving Improvements with
a total budget of$100,000 or greater:
(a) The Committee shall endeavor to approve or disapprove all plans and _
specifications and requests for variances within thirty (30)days after receipt of the items required for plan
approval by the Guidelines and the payment of the Review Fee or re-review fee.
(b) In the event the Committee fails to approve or disapprove such plans and
specifications or requests for variances within thirty(30)days after receipt by the Committee of said plans
and specifications and the Review Fee, it shall be conclusively presumed that the Committee has
disapproved such plans.
fi) With regard to any request for approval by the Committee involving Improvements with
a total budget of less than$100,000:
(a) The Committee shall approve or disapprove all plans and specifications and
requests for variances within ten (10) days after receipt of the items required for plan approval by the
Guidelines and the payment of the Review Fee or re-review fee.
(b) In the event the Committee fails to approve or disapprove plans and
specifications within said ten(10)day period, such plans and specifications shall be deemed disapproved
(iii) Anything herein to the contrary notwithstanding, except for AMC Alterations, any
Improvements erected or constructed on any Site without the prior compliance with the provisions of this
Declaration or if any Improvements shall be erected or constructed other than in accordance with approval
with respect thereto previously granted by the Committee, then and in either of such events, the
Association or Owner,may enforce all provisions of this Declaration. The Owner is required promptly to
commence and diligently to prosecute to completion the construction of all approved Improvements in
accordance with the approved construction schedule.
(iv) Nothing herein shall be construed as a waiver of Applicant's obligation to comply with
all statutes, ordinances, codes, rules and regulations of all public authorities having jurisdiction, or of
Applicant's obligation to secure all required permits and licenses required by such public authorities at
Applicant's expense.
(v) If the Applicant, an Owner or AMC (only during the Effective Period)disagrees with
the Committee's decision regarding an application for an improvement, a third party neutral architect will
resolve the dispute by binding arbitration. If the parties cannot agree upon the architect-arbitrator within
ten(10)business days after the date of the Committee's decision,then each party shall appoint an
architect within the next ten(10)day period, and those architects shall in turn appoint the architect-
arbitrator within the next ten(10)day period. Once appointed,the architect-arbitrator shall render a
decision within twenty one(21)days. I£despite best efforts, the parties or their architects cannot agree on
the architect<arbitrator,then in such event the architect-arbitrator shall be appointed by the Presiding
Judge of I{ing County Superior Court. The parties shall split equally the costs of the architect-arbitrator.
5.7 Disclaimer of Liability.
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I
(i) To the extent allowed by law,neither the Cominittee or the Association nor their
individual members or the employees, agents or the successors or assigns of any of them shall be liable in
damages to anyone submitting plans and specifications or requests for variances to them for approval
hereunder, or to the Owner or Occupant of any Site or any other land affected by the Covenants or to any
third parry affected by a decision made under and pursuant to these Covenants, or to any third party by
reason of any honest mistake in judgment,negligence arising out of or in connection with the approval or
disapproval or failure to approve any plans and specifications pursuant to the terms and conditions set
forth herein.
(ii) To the extent allowed by law, every Person who submits plans and specifications for
approval and/or requests for variances hereunder acknowledges and agrees,by the submission thereof, and
every Owner and Occupant of any Site,by acquiring title thereto or an interest therein, all expressly waive
and release the Committee or the Association and all their individual members and their employees,
agents, and the successors and assigns of any of them from and against all liability whatsoever arising out
of any such mistake,negligence or nonfeasance.
(iii) To the extent allowed by law, every Person who submits plans and specifications for
approval,agrees by the submission thereof, and every Owner and Occupant of any Site,by acquiring title
thereto or an interest therein,acknowledges and agrees that it has no cause of action against, and
covenants and agrees that it shall not bring any legal action against the Committee or the Association, its
individual members,its employees and/or the successors and assigns of any of them to recover damages
for the failure or refusal to approve any plans and specifications,or requests for variances.
5.8 Time for Completion of Construction. After commencement of construction of any
Improvements, the Owner thereof shall diligently prosecute the work thereon to the end so that the
Improvements shall not remain in an unfinished condition any longer than reasonably necessary for
completion thereof. During construction, the Owner shall maintain the Site in a reasonably neat and
orderly condition, preventing the accumulation of trash and prevent more than normal runoff of surface
water and soil from the Site onto adjacent property or streets. The Owner shall also be responsible for the
costs of traffic control and security with respect to the Improvements and for any clean-up and repair of
Common Areas, Streets and/or other public areas attributable to the construction of the Improvements.
The requirement to complete construction of any improvement on any Site in a diligent and continuous
manner shall be subject to acts of God and circumstances beyond the control of an Owner (other than
financial inability to perform). Completion of construction shall include completion of all landscaping as
required by the City. If a certificate of occupancy or similar letter of completion for a shell building is not
issued within two (2) years of the date of commencement of construction of any Improvements, the
Association shall have the option to proceed with such construction or remove such incomplete
Improvements in accordance with the cure provisions herein. Costs incurred by the Association in
connection with such removal or construction shall be paid by the Owner of the affected Site within ten
(10) days following receipt of an invoice therefore and all such costs and expenses incurred by the
Association shall bear interest from the due date at the rate of eighteen percent(18%)per annum.
5.9 Excavation and Construction Activities.
W Excavation Activities. No excavation shall be made on any Site except in connection
with construction of Improvements, as required by any regulatory agency, to maintain the developability
of the Site(i.e., stonnwater drainage retention areas) or as may be directed by a master utility, grading or
drainage plan. Upon completion of construction of Improvements on the Site exposed openings shall be
backdilled and disturbed ground shall be smoothly graded and hydroseeded or, at the Association's
election,landscaped.
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(h) Construction Activities. During construction, all Owners shall take such measures as
are necessary to insure that the construction does not adversely affect existing Occupants of the Property.
During the Effective Period, the following provisions shall apply: construction shall be performed in
conformance with accepted construction practices designed to reduce interference with existing
operations; no construction traffic shall be permitted to access Ramsay Way between Temperance St. (on
the south) and 2id Place(on the north); construction personnel shall not be permitted to park passenger or
construction vehicles or equipment or otherwise stage in Phase I; jack hammering, blasting or other
activity that would cause sound or vibrations to be experienced inside the AMC Building during the
Effective Period shall be scheduled during periods that AMC is not open for business;if necessary, graded
areas shall be periodically watered to reduce blowing dust; all mud and construction debris shall be
removed from the Common Areas and proximate public streets on a daily basis no later than 7:00 pm each
day.
5,10 Evidence of Approval and Conformity. At the request of an Owner, proposed
purchaser, Beneficiary, lessee or title insurer to do so, the Committee or the Association may issue a
certificate or letter stating that the plans and specifications for any existing or proposed Improvements or
other matters herein provided for have been approved and/or that any existing Improvements have been
made in accordance with the approved plans and specifications or have otherwise been approved by the
Committee. Said certificate may be relied upon by the party in whose favor it shall have been issued and
said certificate shall be conclusive as to the matters therein stated.
5.11 Deemed Approval. Notwithstanding anything to the contrary contained herein, after
sixty (60) days of the completion of any Improvements and the issuance of a certificate of occupancy or
equivalent document evidencing the completion of such Improvement, if applicable, such Improvements
shall be deemed to have Committee approval on or before said date unless notice of noncompliance,
executed by the Association, the Committee or by any public authority with jurisdiction over such
Improvements shall have theretofore been Recorded against the Site or portion thereof on which such
Improvement is located.
SECTION 6
INTENTIONALLY OMIVIITTED
SECTION 7
OWNERS' ASSOCIATION
7.1 Association.
(i) Every Owner of a Site shall automatically be and become a member of the Association
during, and only during, all periods of such Owner's ownership of such Site. The Association shall be
governed in accordance with articles and bylaws thereof. Pursuant to such articles and bylaws, the
purposes of this Association shall be to enforce the Covenants, to own and/or maintain certain Common
Areas and accepted by the Association from time to time, to pay the expenses of the Committee that are
not covered by the Review Fee, to appoint the members of the Committee, to assume such other
obligations with respect to the Property as the Association deems appropriate, and to fulfill such other
purposes as may be necessary or appropriate to enable the Association to carry out the purpose and intent
of this Declaration. No Occupant or other third party may exercise any right or privilege of a member of
the Association except pursuant to a written proxy issued by the Owner of the Site and on file with the
Association.
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(ii) Notwithstanding the foregoing, during the Effective Period, AMC shall have the right,
but not obligation, to exercise the rights of the Owner of the Lot on which the AMC Building is situated
with respect to all matters set forth in this Declaration.
7.2 Board of Directors. The articles of incorporation and bylaws of the Association provide
that the Association shall be governed by a Board of Directors consisting of three(3) directors. The three
(3) directors first appointed shall be elected for staggered terms of one (1), two (2) and three (3) years,
respectively. Succeeding directors shall each serve a term of three(3)years. Directors shall be elected by
the Owners at the times and in the manner prescribed in the bylaws of the Association.
7.3 Voting Rights.
W For the purposes of electing directors and all other matters properly coming before the
Association, each Owner shall have one (1) vote for every five thousand (5,000) square feet of Net
Developable Area of each Lot, provided, however, each Owner shall be entitled to at least one (1) vote.
For example, if an Owner owns a Lot with fourteen thousand (14,000) square feet of Net Developablo
Area,the Owner would be entitled to two (2)votes for ownership of such Lot.
GO When there is more than one (1)Owner of a Lot,the one(1) vote for each 5,000 square
feet of Lot Area owned, as determined above, shall be exercised as its Owners collectively determine.
The foregoing shall also apply in the event that a Building or Buildings are developed or owned under the
condominium form of ownership. In the event that joint Owners are unable to agree among themselves as
to how their vote or votes shall be cast,they shall lose their right to vote on the matter in question.
7.4 Assessments.
G) Each Owner of a Lot by acceptance of a deed therefore, whether or not it shall be so
expressed in such deed, is deemed to covenant and agree to pay to the Association any Assessment duly
levied by the Association as provided in this Declaration. The Association and its obligations hereunder
shall be financed by General Assessments and Special Assessments (collectively "Assessments") which
shall be allocated among the respective Owners of Sites pursuarrt to the further provisions hereof. AMC's
obligation to pay for any Assessments charged against the Owner of the Lot where the AMC Building is
located shall be governed by the terms of the AMC Lease.
(ii) Each year the Association shall prepare and approve an amoral assessment budget (the
"Budget") which shall include a reasonable estimate of the Common Area Expenses. Any failure by the
Association,before the expiration of any Assessment Period, to fix the amount of the Budget for the next
Assessment Period, shall not be deemed a waiver or modification in any respect of the provisions hereof
or a release of any Owner from the obligation to pay the Assessment, or any installment thereof,for that or
any subsequent Assessment Period. -
(iii) In order to meet the costs and expenses projected in its Budget, the Association shall
determine and levy on every Lot subject to paying Assessments a General Assessment covering the
Common Area Expenses. General Assessments shall be payable in a lump sum annually on the date
determined by the Association or may be billed on a quarterly or monthly basis if the Association so
elects. The Association's Budget shall be allocated among the Lots on a prorata basis based on the
amount of Net Developable Area of each Lot as a percentage of the total Net Developable Area in the
Property subject to Assessments. Sums not paid to the Association within fifteen (15) days of the date
they are due shall bear interest at the rate provided in paragraph(vi)below,and such sums and the interest
thereon shall be secured by a lien on the particular Site.
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(iv) From time to time during any year, the Association may spread and levy additional
Special Assessments against the Sites for extraordinary or unforeseen expenses and to perform capital
improvement work or restoration work subject to the same multipliers as are used for the General
Assessment, provided however that such action by the Association may be vetoed by a two-thirds (2/3)
majority vote of the Owners attending a special meeting called for such purpose, and in such event, the
Special Assessment shall be canceled.
(v) If the Association determines that costs incurred for any Assessment is in connection
with facilities shared in common by one (1) or more, but fewer than all, of the Lots, then the Assessment
for such costs shall be assessed only against the Owners of the Lots served by such facilities. In such
event,the total cost of the Assessment shall be allocated among the Lots served by such facilities on a pro
rata basis based on the Net Developable Area of each Lot served by such facilities as a percentage of the
total Net Developable Area of the Lots served by such facilities.
(vi) Notwithstanding anything herein to the contrary, Dwell shall be solely responsible, at its
cost, for maintaining any Buildings,facilities, common areas or parking areas on the Site owned by Dwell.
Accordingly, Dwell shall not be responsible for paying any Assessments and shall not be included in the
amount of Nat Developable Area in the Property when calculating the ratio of each Owner's share of the
Assessments pursuant to Section 7.4(iii) above. Dwell may request that the Association provide services
to the Site owned by Dwell, and the Association,in its sole discretion,may provide such services to Dwell
and allocate an equitable share of the Common Area Expenses to Dwell for providing such services. If the
Association determines that Dwell Occupants are parking in the common parking areas of Kent Station the
Association may allocate an equitable share of the common area parking expenses to Dwell. In addition,
if the Association determines that Dwell Occupants are parking in the Sound Transit Garage or
Replacement Parking Facility the Association may allocate an equitable share of the Parking Costs to
Dwell.
(vii) All assessments levied shall be payable at such time or times as determined by the
Association. The payments shall be due within thirty (30) days after the due date of notice of such levy.
Assessments not paid on the due date thereof shall accrue interest at the lesser of eighteen percent(18%)
per annum or the maximum interest rate legally allowed for such obligations in the State of Washington.
Such Assessments,together with interest, costs,late charges and reasonable attorneys' fees, shall also be a
charge on the land and shall be a continuing lien upon the Lot against which each such Assessment is
made, which lien may be enforced and foreclosed in accordance with the provisions of Section 11, and
shall also be the personal obligation of the person who was the Owner of such Lot at the time when the
Assessment fell due. The personal obligation for delinquent Assessments shall not pass to an Owner's
successor in title unless the lien for such delinquent Assessments had been recorded prior to title transfer
or unless expressly assumed by the successor in title. When Ownership of a Lot changes, Assessments
which have been levied but are not yet due and payable in full shall be prorated between the transferor and
the transferee based on a 365-day year. No Owner may exempt himself or herself from liability for his
Assessments by abandoning any Lot owned by him or her.
(viii) The Assessment Period for General Assessments shall be a calendar year. The
Assessment Period for a Special Assessment shall be as determined by the Association.
(ix) Each Owner hereby waives, to the extent of any liens created pursuant to this Section
7.4, the benefit of any homestead or exemption law in effect at the time any Assessment or installment
thereof becomes due and payable pursuant to the terms hereof.
7.5 Review of Association Books and Records. Upon the request of any Owner, the
Association shall provide such Owner reasonable access to the books and accounting records of the
Association. Any Owner, at such Owner's sole cost and expense, may conduct an audit of the
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Association's books and accounting records. If such audit discloses a discrepancy in excess of five
percent(5%) of the Association's annual operating budget, the Association shall revise its budget and/or
its associated assessments to the Owners in keeping with the findings of the audit,and shall pay the cost of
the audit. Otherwise the Owner shall pay for the cost of the audit.
7.6 Other Provisions. The articles and by-laws of the Association shall contain such other
provisions as the Association may deem necessary or appropriate for the Association to carry out the
purposes and intent of this Declaration.
SECTION 8
MAINTENANCE
8.1 Maintenance of Site and Improvements. Each Owner of any Site shall keep the Site and
all Improvements thereon in a safe,neat and operable condition. The Association shall have the right(but
not the obligation) to maintain and replace Improvements (including dead landscaping) located on any
Site that significantly detracts from the appearance or function of the Property or that creates a significant
risk to life or Property. In particular, Owners shall keep undeveloped lots free of trash and in reasonable
condition, with vegetation(other than trees and shrubs) mowed to at approximately 6". If an Owner fails
to respond and correct a problem in maintenance called to its attention by AMC (only during the Effective
Period) or the Association within ten (10) days fallowing written notice of such deficiency, the
Association shall have the right to effect such maintenance and be reasonably compensated by the Owner
of each such Site for services performed. All such sums the party maintaining or replacing said
Improvements expended, shall be secured by a lien on the particular Site, which lien shall include
collection costs, including attorney's fees. In addition, the amounts due and payable by an Owner shall
accrue interest at the lesser of eighteen percent (18%) per annum or the maximum interest rate legally
allowed for such obligations in the State of Washington and such sums and such interest shall also be
seemed by a Lien on the particular Site. This Lien described in this Section 8.1 shall not apply to City
owned property.
8.2 Maintenance of Common Areas. The Association shall maintain the Colmnon Areas
and the Common Area Improvements or cause them to be maintained in good order, attractive and safe
condition, including but not limited to compliance with the maintenance conditions set forth below. Each
Owner hereby grants to the Association, its agents and employees, a license to enter upon its Site to
maintain and repair the Common Areas, The Association shall expend such funds as are reasonably
necessary for the operation and maintenance of the Common Areas. The Association shall be reimbursed
for Common Area maintenance and repair costs, including administrative and overhead costs, operation
and management costs, landscaping costs, utility costs, employment costs for personnel involved in the
day-to-day operation and maintenance of the Common Areas, private security costs, permit and license
fees, depreciation and amortization costs for Common Area capital assets and equipment, and the cost of
all insurance carried by the Association with respect to the Common Areas as Common Expenses in the
manner provided in Section 7.4.Mamtenance shall include the obligations to:
(i) provide and maintain adequate lighting and security for the areas reserved for parking
and for the other Common Areas. During the Effective Period, all such lighting shall be kept on from
dusk until at least one(1)hour after the end of the last evening performance in AMC Building;
(ii) keep the parking areas and the drainage and lighting systems therefor and said
sidewalks, aisles, curb cuts, private streets, driveways and other Common Areas in good order and repair
and in a clean and sanitary condition;
(iii) keep the parking areas, sidewalks, aisles,private streets and driveways properly drained
and reasonably free from snow,ice and debris and to keep the parking area properly striped and not fenced
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or otherwise obstructed and otherwise kept open at all times for the free use thereof as intended herein;
and
(iv) during the Effective Period, provide security as AMC shall reasonably request within
the parking areas and other Common Areas within 300 feet from the main entrance to the AMC Building.
If during the Effective Period the Association fails to maintain the Common Areas in the manner
required by this Section, and such failure is not cured within thirty(30)days after receipt of written notice
from AMC, then in addition to AMC's other rights(including its rights under the AMC Lease),AMC may
cure such default at the expense of the Association, in which case, the Association shall reimburse AMC
for the actual and reasonable costs expended by AMC to cure such default within ten (10) days after
receipt of the invoice.
SECTION 9
COMMON AREA IMPROVEMENTS
9.1 Definition. "Common Area Improvements"shall mean any Improvements(other than
Buildings) for the benefit of the Property that are within the boundaries of the Property and located within
Common Areas, including, but not by way of limitation, streets, sidewalks, curbs, gutters, landscaping,
signs, trails, benches, tables, Open Space, lighting, utilities, entry features, sprinklers, wetlands, storm
water detention system,bioswale system, ditches and pipelines. Notwithstanding anything to the contrary
set forth herein, the Common Areas ac identified in the attached Site Plan shall not be materially changed
without the prior written consent of AMC during the Effective Period(except as required by construction
of the Replacement Parking Facility).
92 Construction and Maintenance Costs. The cost of construction of future Common Area
Improvements shall be paid by the Association and allocated to Owners on the basis provided in Section
7.4, unless otherwise agreed to by the Owners. Common Area Improvements shall be maintained and
repaired as provided in Section 8.2, and the cost thereof allocated among the Owners as provided in
Section 7.4.
SECTION 10
EASEMENTS
10.1 Utilities.
(i) Each Owner hereby does and grant and convey to each other Owner non-exclusive
perpetual easements in,to, over,under,along and across those portions of the Owner's Site for(a)
vehicular and pedestrian ingress and egress and for passage of motor vehicles including bicycles, into, out
of, on,over and across all private streets,roadways, driveways,bicycle paths and sidewalks now or
hereafter located on the Property,provided that access and use of parking areas shall be governed by
Section 10.2 of this Declaration and(b)installation and maintenance of landscaping.
(ii) Subject to limitation hereinafter contained in this Section 10. 1(ii), each Owner hereby
does and grant and convey to each other Owner non-exclusive perpetual easements in,to, over,under,
along and across those portions of the Owner's Site not improved, or held for improvement,with
Buildings located on the grantor's Site necessary for the installation,operation, flow,passage,use,
maintenance, connection,repair,relocation, and removal of utility lines serving the grantee's Site,
including but not limited to,water(fire and domestic), sewer,gas,electrical,telephone and
communication runes. All utility lines shall be underground except:
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(a) as may be necessary during periods of construction, reconstruction, repair, or
temporary service;
I
(b) as may be required by governmental agencies having jurisdiction; and
(c) as may be required by the provider of such service.
To the extent feasible, all utility lines shall be located five (5) feet of the boundary of each Lot. Prior to
exercising the right granted under this Section 10.1(ii) the grantee shall first provide the grantor with a
written statement describing the need for such easement, shall identify the proposed location of the utility
line, and shall furnish a certificate of insurance showing that its contractor has obtained insurance.
coverage satisfactory to grantor. The grantor shall have the right to approve the new location, such
approval may not be unreasonably withheld. Any Owner installing utility lines pursuant to the provisions
of this Section shall pay all costs and expenses with respect thereto and shall cause all work in connection
therewith(including general clean-up and proper surface and/or subsurface restoration)to be completed as
quickly as possible and in a manner so as to minimize interference with the use of the Site. If Owners
elect to install common utility lines, all repair, maintenance, replacement and other work thereon shall be
performed by the Operator as part of the Common Area maintenance, unless otherwise provided herein.
(iii) The Owner shall have the right at any time to relocate a utility line upon thirty (30)
days'prior written notice,provided that such relocation:
(a) shall not interfere with or d minish.the utility service to the grantee;
(b) shall not reduce or unreasonably impair the usefulness or function of such
utility line;
(c) shall be performed without cost or expense to grantee;
(d) shall be completed using materials and design standards which equal or exceed
those originally used;
(e) shall have been approved by the provider of such service and the appropriate
governmental or quasi-governmental agencies having jurisdiction thereover;and
(f) shall not disrupt the grantee's business operation.
Documentation of the relocated easement area including the furnishing of an "as-built" survey, shall be
the grantee's expense and shall be accomplished as soon as possible.
10.2 Parking. Dent Station is intended to be a mixed-use center with parking areas that can
serve multiple uses, where pedestrian activities are encouraged, and where internal automobile trips are
discouraged. Subject to subparagraph(i& ii)below with respect to parking on the Site owned by Dwell,
each Owner is hereby granted a non-exclusive perpetual easements for purposes of parking and access
over and across those portions of the Owner's Site from time to time improved for parking and access.
G) Every use shall be developed such that there are sufficient parking stalls within the
Property (including stalls located on public or private streets as well as the parking located in the Sound
Transit Garage or the Replacement Parking Facility) to meet the minimum parking ratio of 5.0 stalls per
1,000 rentable square feet witlun Buildings on the Property (the "Parking Ratio"). PROVIDED,
HOWEVER, parking for any multi-family residential development within the Property must be fully self-
parked on the Lot developed for that use at a minimum of 1.0 stalls/unit, and such use shall not be
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benefited by any cross-parking easements described in this Section. Residential parkers found parking
outside of the residential Lot may be towed away.
(ii) Notwithstanding anything herein to the contrary, Dwell Parking shall be solely for
Dwell Occupants and Dwell Occupants shall have no right to park in the Kent Station common parking
areas. Furthermore,Dwell Occupants are not entitled to park in the Sound'fransit Garage or Replacement
Parking Facility. If(i) the Association grants Dwell the right, in its sole discretion, to park in the Sound
Transit Garage or Replacement Parking Facility or any other common parking areas of Kent Station or(ii)
if the Association discovers Dwell Occupants are parking in the Sound Transit Garage or Replacement
Parking Facility or any other common parking areas of Kent Station without permission, the Association
shall have the right to charge Dwell for the use of any such areas in accordance with Section 7.4 and this
Section 102.
(iii) At all times, Phase I shall contain at least 500 parking spaces.
10.3 Sound Transit Gara e. Pursuant to the Sound Transit Agreement, each Owner (other
than Dwell) has the right to use the Sound Transit Garage and/or the Replacement Parking Facility and
shares in the Parking Costs on a prorata basis based oil the amount of Net Developable Area in the Lot as
a percentage of the Net Developable Area in the Property subject to the Parking Costs.
W The parties acknowledge and agree that Owners are required to reimburse the City for
Sound Transit Garage Maintenance Costs as set forth in the Deed Restrictions.
(ii) The pasties acknowledge and agree that the Sound Transit Garage Maintenance Costs
are as set forth in the Sound Transit Agreement.
(iii) The parties acknowledge and agree to the specific rights and obligations set forth in the
Replacement Parking Agreement and Affirmation of Replacement Parking Agreement regarding the
Replacement Facility Obligations.
10.4 Restriction. No Owner shall grant any easement, lease, license or other
agreement permitting Occupants of property located outside the Property to use the Common Areas on the
Property; provided, however, that the foregoing shall not prohibit the granting or dedicating of utility
easements by an Owner on its Site to governmental or quasi-governmental authorities or to public utilities.
SECTION 11
ENFORCEMENT
11.1 Abatement and Suit. AMC (only during the Effective Period), the Committee and the
Association are each hereby granted the right to enter upon any of the Property at any reasonable time or
times to inspect the same for purposes of determining compliance with Committee-approved plans and
specifications, the Covenants and the Guidelines. In the event of any violation or breach of any of the
aforesaid, and in the farther event that all such violations and breaches are not cured within ten (10) days
after written demand made upon the Owner or occupant by AMC (only during the Effective Period), any
Owner, the Committee or the Association, as the case may be, AMC (only during the Effective Period),
the Committee and the Association jointly and separately have the right to enter upon the portion of the
Property upon which, or as to which, such violation or breach exists, and summarily to abate and remove,
or to correct, repair or maintain, at the expense of the Owner and Occupant thereof, any Improvement,
thing or condition that may be or exist thereon contrary to the intent and meaning of the provisions hereof,
and the Association, the Committee, AMC (only during the Effective Period), any Owner shall not, by
reason thereof,be deemed guilty in any manner of trespass for such entry, abatement,removal, correction,
repair, or maintenance or incur any liability on account thereof. The Association and every Owner (or
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Occupant, but only with the respective Owner's consent) of any of the Property may seek by legal
proceedings, either in law or in equity, or to submit any such violation or dispute to arbitration in
accordance with the rules of the American Arbitration Association to determine the appropriate remedies
to abate or otherwise prevent a continuing breach of any provision of this Declaration. The amounts of all
expenses inured by the Committee and the Association pursuant to the provisions of this Section 11,1
which are not paid by Owner immediately on demand shall constitute a lien against the subject Site, shall
bear interest until paid at the rate set forth in Section 8.1, shall attach and take effect upon recordation of a
claim of lien in the Official Records and may be enforced in the manner allowed by law for the
foreclosure of liens.
11.2 Attorneys' Fees. If in connection with any enforcement of this Declaration with respect
to any Site,it shall be necessary to secure the services of attorneys,then each party shall be responsible for
its own attorney's fees and costs; however, if AMC successfully enforces the provisions of this
Declaration during the Effective Period, the Association shall rehnburse AMC for AMC's litigation
expenses (including its reasonable attorneys fee)incurred in connection therewith.
11.3 Deemed to Constitute a Nuisance. Any breach of this Declaration by an Owner or
Occupant is hereby declared to be and shall constitute a nuisance and every remedy allowed by law or
equity against an Owner or Occupant shall be applicable against every such nuisance and may be
exercised by the AMC (only during the Effective Period), the Association and any Owner (or Occupant
who has been given such right by the Owner of such Site)of a Site, or any of them.
11.4 Remedies Cumulative. All remedies provided herein or available at law or in equity
shall be cumulative and not exclusive.
11.5 Failure to Enforce Not a Waiver of Rights. The failure of any Person entitled to enforce
this Declaration, to enforce any Covenant herein contained shall in no event be deemed to be a waiver of
the right to do so nor of the right to enforce any other Covenant. The Association shall not be liable to any
owner, occupant or any other person or entity for any damages, losses, liabilities or expenses suffered by
reason of a mistake in judgment, negligence or nonfeasance arising in connection with any approval,
disapproval or other actions taken in connection with this Declaration or the non-enforcement of any
provision of this Declaration; however, the foregoing shall not be deemed to affect Phase I's liability to
AMC under the AMC Lease.
11.6 Damages Inadequate. Damages for any breach of the Covenants are hereby declared not
to.be adequate compensation and such breach and/or the continuance thereof may be enjoined or abated
by appropriate proceedings by any Person entitled to enforce this Declaration as provided in this Section
11.
11.7 Police Powers. Nothing contained herein is intended to constitute a waiver of the City's
police power or other governmental authority.
SECTION 12
ACCEPTANCE OF PROTECTIVE COVENANTS
12.1 Acceptance. Each Owner and Occupant, by the acceptance of a deed of conveyance,
lease, sublease, license or other right to enter on or occupy any of the Property, and every other Person at
any time having or acquiring any right, title, interest, lien, or estate in, on or to any of the Property,
accepts the same subject to all of the provisions of this Declaration and the jurisdictions, rights, and
powers of the Committee, and the Association created, granted or reserved herein, and all easements,
rights, benefits and privileges of every character hereby granted or created and thereby covenants and
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agrees for themselves, their successors, heirs, personal representatives and assigned to be bound by the
Covenants.
12.2 Nature of Obligations. All obligations hereby imposed are covenants running with the
land and shall bind every Owner and Occupant of every part and parcel of the Property and any interest
therein, and every such other Person and inure to the benefit of every Owner and Occupant and such other
Persons and as though the provisions of this Declaration were recited and stipulated at length in each and
every deed of conveyance, lease, sublease, license or other agreement granting any right of entry or
occupancy, or in any other instrument or document by which any such right,title, interest, lien, or estate is
created or acquired. All Covenants, and agreements contained herein are made for the direct,mutual and
reciprocal benefit of each and every part and parcel of the Property and shall create mutual, equitable
servitudes upon each portion of the Property in favor of every other portion of the Property.
SECTION 13
DEED OF TRUST
13.1 Priority Over Liens. The lien on any Site resulting from, created by or provided for in
this Declaration shall be subject and subordinate to the lien of any Deed of Trust for the benefit of any
institutional lender made for value and in good faith and creating a lien on such Site on the date of
commencement of proceeding to execute or foreclose the lien on such Site executed by this Declaration.
13.2 Effect Of Breach. Anything contained in this Declaration to the contrary -
notwithstanding,no breach of any of the Covenants,re-entry or repurchase by reason of such breach, shall
defeat or render invalid or impair the lien of any Deed of Trust made and delivered for value and in good
faith, whether now existing or hereafter executed,encumbering any of the Property.
13.3 Purchasers at Foreclosure Sales. Notwithstanding the provisions of Sections 13.1 and
13.2,if any portion of the Property is acquired in lieu of foreclosure or is sold pursuant to a decree entered
in the foreclosure of any Deed of Trust or under other judicial sale, or tax sale, any purchaser it such sale,
and such purchasers heirs, successors and assigns, shall hold any and all portions of the Property so
purchased or acquired subject to the provisions of this Declaration,but shall not be liable for the payment
of any sums owing under this Declaration which accrued prior to the date of such purchase or acquisition.
SECTION 14
AMENDMENT OR MODIFICATION
14.1 Power to Amend. This Declaration may be amended, terminated or extended as to the
whole of the Property or any part thereof upon the written consent of Owners who collectively own at
least fifty one percent (51%) of the Net Developable Area of the Property. Any amendment of this
Declaration shall not deprive any Owner or Occupant of its right to use its site for the purpose consistent
with the Declaration as such Declaration stood prior to that amendment. Any such termination, extension
or amendment shall be effective upon recording of any instrument in writing, properly executed and
ackno-,vledged,with the Official Records.
14.2 Limitations. Notwithstanding the foregoing provisions of Section 14.1:
(i) No amendment or modification of this Declaration shall be effective during the
Effective Period,without AMC's prior written consent,which shall not be unreasonably withheld.
(ii) No termination, extension, modification or amendment to or of this Declaration shall
affect any approvals or consents theretofore given to any Owner or Occupant pursuant to the provisions of
this Declaration;and
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I
(iii) No termination, extension, modification or amendment to or of any provision of this
Declaration shall prejudice any then existing lien of any Deed of Trust made and delivered for value, in
good faith or the fights of any Beneficiary hereunder.
SECTION 15
TERMINATION
15.1 Termination Date. This Declaration shall be and remain in full force and effect until
fifty(50) years from the date hereof after which date this Declaration shall be automatically extended for
successive periods of five (5)years unless a written document terminating this Declaration is Recorded in
the Official Records. Any such termination document must have been duly executed by and
acknowledged by the Owners in accordance with the terms of Section 14. No termination of the
Declaration shall terminate any utility or other easement granted or reserved prior to such termination.
SECTION 16
INSURANCE,INDEMNITY DAMAGE AND DESTRUCTION AND SIGNAGE
16.1 Insurance. During the term of this Agreement, each Owner (or such Owner's
Occupants)shall(i)keep its Site and the improvements thereon insured on a policy of property insurance,
on a special causes of loss form, to the extent of not less than 100% of the full replacement cost of the
Improvements located on the Owner's Site (exclusive of foundations, footings and other underground
improvements), and(ii)maintain a policy of commercial liability insurance with respect to its Site in the
amount of at least$3,000,000 combined single limits for bodily injury and property damage, on which the
Association and all other Owners (and AMC during the Effective Period) are named as additional
insureds. Notwithstanding the foregoing,however, (a) during the Effective Period,the insurance required
to be carried by the Owner of Phase I may be insured by AMC trader a so-called"blanket"policy covering
other operations of AMC, and (b) in lieu of all or part of such insurance, AMC may self-insure up to
$100,000 single limits per occurrence for each $10,000,000.00 of AMC's net worth as reflected on
AMC's most recent audited balance sheet. From time to time upon receipt of a request, Owners shall
provide the other Owners and the Association with certificates of insurance evidencing such coverage.
16.2 Indemnities.
(i) To the extent allowed by law, each Owner ("Indemnitor") shall indemnify and save
harmless the Association and all other Owners and their Occupants (collectively, the "Indemnitee"),
from and against any and all claims,actions, liability and expense(including reasonably attorney's fees)in
connection with loss of life, bodily injury and/or damage to property (i) arising from or out of any
occurrence in, upon or at each Indemnitor's Site or the occupancy or use by Indemnitor's Occupants of
any part thereof, except to the extent the same is caused by the willful misconduct or negligent act or
omission of the Indemnitee, or their respective its agents,employees or servants.
16.3 Damage and Destruction. In the event any Buildings on any Site are damaged or
destroyed, the Owner of such Site shall with reasonable diligence either raze such damaged Building or
shall restore the same. If an Owner shall elect to raze the damaged Building, such Owner shall convert
such area to Common Area, matching adjoining Common Area Improvements, it being agreed that the
Owner may later elect to erect a Building thereon in conformance with the other requirements of this
Declaration.
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16.4 Signage. All Owners and their Occupants shall have the right to maintain signage in
accordance with the terms of Kent Station Signage Criteria approved by AMC (the "Sign Manual"). In
addition, and to the extent allowed by law and during the Theater Operation Period, and subject to
approval by AMC shall be allowed the following signage:
(1)Illuminated signs on the exterior walls of the AMC facility and on the theatre canopy
or marquee.
(2) Signs on the interior or exterior of any windows of the AMC Building.
(3)Poster cases within the lobby of the AMC Building and on the exterior walls of the
AMC Building.
(4) Easel or placard signs within the lobby entrance or within the entry plaza to the
AMC Building,provided the same do not unreasonably interfere with pedestrian traffic.
16.5 Wayfiriding Signage. Subject to approval by AMC (only during the Effective Period),
the Association shall install "wayfinding" signs throughout the Property, indicating the location of the
AMC Building. Without AMC's consent, the Association shall not utilize AMC's logo (other than on
wayfmding signage approved by AMC), and the manner of identifying AMC's Building on any
wayfmding signs shall be subject to AMC's approval.
SECTION 17
MISCELLANEOUS PROVISIONS
17.1 Assignment of Rights and Duties. All or any portion of the rights of the Association
hereunder may be assigned to any successor or successors to all or part of the Association's respective
interest in the Property,by an express written recorded assignment.
17.2 Owner's Liability Subsequent to Sale. Upon sale of or termination of a ground lease of
a Lot or Site, the Owner so selling or the former ground lessee shall have no further liability for the
obligations with respect thereto which accrue against the Site sold after the date of conveyance or after the
date of termination of the ground lease,provided however, that nothing herein shall be construed so as to
relieve an Owner or ground lessee of any Site from any liabilities or obligations which accrued prior to the
date of such conveyance or termination of ground lease.
17.3 Headings. The headings of the Articles and Sections hereof are for convenience only
and are not intended to be a part of this Declaration nor in any way,to define, limit or describe the scope
or intent of the particular provisions to which the refer.
17.4 Singular and Plural. Words used herein, regardless of the number and gender
specifically used, shall be deemed and construed to include any other number, singular or plural, and any
other gender,masculine or feminine or neuter as is reasonable in the context.
17.5 Effect of Invalidation. If any provision of this Declaration is held to be invalid, the
invalidity of such provision shall not affect the remaining provisions hereof.
17.6 Notices. Any notice desired or required to be given hereunder shall be in writing.
Notices shall be personally served or deposited in the United States mail with fast-class postage thereon
prepaid and addressed-
(i) If to an Occupant, to the Lot so occupied; if to an Owner or City at the address
following the Owner's name and City's name in the signature blocks; if to the Committee or Association,
to the registered agent of the Association; or
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I
(ii) If to AMC, to the address following AMC's signature block set forth below;or
(ii) In any case,the last address so specified by written notice from any such addressee.
17.7 Interpretation. The provisions of this Declaration shall be construed pursuant to the
laws of the State of Washington and shall be liberally construed to effectuate the purpose of the Property.
t7.8 Time. Time is of the essence of this Declaration.
17.9 Waiver. No waiver of any of the provisions of this Declaration shall constitute a waiver
of any other provision, whether or not similar,nor shall any waiver be a continuing waiver.
17,10 Not a Public Dedication. Nothing contained in this Declaration shall be deemed a gift or
dedication of any portion of the Property to the public or for the general public or for any public purpose
whatsoever.
17.11 Estoppel Certificate. The Association and each Owner agrees that upon written request
(which shall not be more frequent than three (3)times during any calendar year) of any other Owner and
the Association, it will issue to such person, or its prospective Beneficiary or successor, an estoppel
certificate stating to the best of the issuer's knowledge that as of such date: (i) whether it knows of any
default under this Declaration by the requesting Person, arid if there are known defaults, specifying the
nature thereof, (ii)whether this Declaration has been modified or amended in any way by it and if so,then
stating the nature thereof; and(iii)whether this Declaration is in full force and effect. Each such estoppel
certificate shall be issued with ten(10)business days after receipt of a written request therefore.
17.12 Condemnation. In the event of a condemnation or a sale in lieu thereof concerning a
portion or all of the Property, the award or purchase price paid for such taking shall be paid to the Owner
of the Site so taken, it being the intent of any other Owner who might have an easement or other property
interest or right under this Declaration in the land so taken to release and/or waive such property interest
or right with respect to such award or purchase price;provided,however, such other Owner shall have the
right to seek an award or compensation for the loss of its easement right or property interest to the extent
such award or compensation paid or allocated for such loss does not reduce or diminish the amount paid to
the Owner of the Site. Notwithstanding the above, this Section 17.12 is not intended to alter any other
agreement which may exist between the Owner of the Site so taken and any Person having an interest in
said property pursuant to other contractual agreements.
17.13 Excusable Delays. Whenever performance is required of any Owner or the Association
hereunder,such Person shall use all due diligence to perform and take all necessary measures in good faith
to perform; provided, however, that if completion of performance shall be delayed at any time by reason
of acts of God, war, civil commotion, riots, strikes, picketing or other labor disputes, unavailability of
labor or materials, damage to work in progress by reason of fire or other casualty, or any cause beyond the
reasonable control of such Person, the time for performance as herein specified shall be appropriately
extended by the amount of the delay actually so caused. The provisions of this Section shall not operate to
excuse any Person from the prompt payment of any ironies required by the Declaration when required
hereunder.
17.14 Declaration Shall Continue Notwithstanding Breach. It is expressly agreed that no
breach of this Declaration shall (i) entitle any Owner to cancel, rescind or, otherwise terminate this
Declaration, or(ii) defeat or render invalid the lien of any Deed of Trust made on good faith and for value
as to any part of the Property. However, such limitation shall not affect in any manner any other rights or
remedies which a Person may have hereunder by reason of any such breach.
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17.15 Consent by AMC. Any place herein where the consent of AMC is called for, such
consent shall be given or denied within fifteen (15) days aher their receipt thereof, provided that the
request (i) refers specifically to this Declaration (and references "Kent, Washington"), (ii) identifies the
provision of this Declaration pursuant to which such approval or consent is being sought, and(iii)states in
conspicuous type that the failure to respond within fifteen (15) days shall be deemed an approval. If a
consent is denied, AMC shall give a written explanation of its reasons for such denial. If a consent or
denial is not timely given it shall be deemed to be approved.
17.16. Transfers. Notwithstanding anything herein to the contrary, this Declaration shall not
prohibit the transfer of any Lot or encumbrance of any Lot with a duly recorded mortgage or deed of trust.
[Signatures on followingpages]
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f
IN WITNESS WHEREOF, Kent Station LLC, Owners and the City have executed, and AMC has consented to,this
Declaration on the day and year first above written.
KENT STATION LLC:
KENT STATION L.L.C.,
A Washington Limited Liability Company,
By: TARRAGON,L.L.C.,its Manager
By:
Name:
Its:
Address for notices:
Investco Financial Corporation
Attn: Legal Department
1302 Puyallup Street
Sumner, Washington 99390
STATE OF WASHINGTON )
)ss.
COUNTY OF KING )
On this _ day of 2016, before me personally appeared _ _ _ , tome
known to be a of TARRAGON, L.L.C., the Manager of KENT STATION L.L.C. that executed the
within and foregoing instrument, and ac-Imowledged said instrument to be the free and voluntary act and deed of said
limited liability company,for the uses and purposes therein mentioned,and on oath stated that she/he was authorized
to execute said instrument.
Dated: 2016
Title:Notary Public
My appointment expires:
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OWNERS:
KENT STATION PHASE I L.L.C.
A Washington Limited Liability Company
By: KENT STATION-PIIASE I PARTNERS L.L.C.,its
Sole Member
By: INVF.STCO FINANCIAL
CORPORATION, its Manager
By:___
Name:Martin D.Waiss
Its: President
Address for notices:
Investco Financial Corporation
Atha: Legal Department
1302 Puyallup Street
Sumner, Washington 98390
STATE OF WASHINGTON )
)Ss.
COUNTY OF KING )
On this day of 2016, before me personally appeared Martin D. Waiss, to me known to
be the President of INVESTCO FINANCIAL CORPORATION, the Manager of KENT STATION-PHASE I
PARTNERS L.L.C.,the sole member of KENT STATION PIIASE I L.L.C.that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act and deed of said limited liability
company, for the uses and purposes therein mentioned, and on oath stated that she/he was authorized to execute said
instrument.
Dated: 2016
Title:Notary Public
My appointment expires: .
Page 28
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i
KENT STATION PHASE IT L.L.C.
A Washington Limited Liability Company
By: LNVESTCO FINANCIAL CORPORATION,its
Manager
By: — _ -
Name: Martin D.Waiss
Its:President
Address for notices:
Investco Financial Corporation
Attn:Legal Department
1302 Puyallup Street
Sumner,Washington 98390
STATE OF WASHINGTON )
ss.
COUNTY OF ICING. )
On this_day of , 2016, before me personally appeared Martin D. Waiss, to me known to
be the President of INVESTCO FINANCIAL CORPORATION, the Manager of KENT STATION PHASE II
L,L.C. that executed the within and foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath
stated that she/he was authorized to execute said instrument.
Dated: 2016
Title:Notary Public
My appointment expires:
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60990.00047
DWELL AT KENT STATION L.L.C..
A Delaware Limited Liability Company
By:
Name:
Its:
Address for notices:
Investeo Financial Corporation,
Attn: Legal Department
1302 Puyallup Street
Sumner,Washington 98390
STATE OF WASB NGTON )
ss.
COUNTY OF ICING )
On this _ day of 2016, before me personally appeared to me
lmown to be a of that executed the within and foregoing instrument,
and acknowledged said instrument to be the free and voluntary act and deed of said limited liability company, for
the uses and purposes therein mentioned,and on oath stated that she/he was authorized to execute said instrument.
Dated: 12016
Title:Notary Public
My appointment expires:
Page 30
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60990.00047
i
RAMSAY WAY CONUvIERCIAI,CONDOMINIUM
OWNERS ASSOCIATION,
A Washington Nonprofit Corporation
By:
Name:
Its:
Address for notices:
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
On this _ day of 2016, before me personally appeared to me
luiown to be a of RAMSAY WAY COMMERCIAL CONDOMINIUM OWNERS
ASSOCIATION that executed the within and foregoing instrument,and acknowledged said instrument to be the free
and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on
oath stated that she/he was authorized to execute said instrument.
Dated: ,2016
Title:Notary Public
My appointment expires:
Page 31
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STATE OF WASHINGTON, STATE BOARD FOR
COMMUNITY AND TECHNICAL COLLEGES, GREEN
RIVER COMMUNITY COLLEGE
Acting through the DEPARTMENT OF GENERAL
ADMINISTRATION
By
Name:
Its:
APPROVED AS TO FORM:
Assistant Attorney General
Date:
Address for notices:
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
On this _ day of , 2016, before me personally appeared , to me
known to be a of that executed the within and foregoing
instrument, and acknowledged said uistrument to be the free and voluntary act and deed of said limited liability
company,for the uses and purposes therein mentioned, and on oath stated that she/he was authorized to execute said
instrument.
Dated: 2016
Title:Notary Public
My appointment expires:
Page 32
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60990.00047
STATE OP WASITTNGTON )
ss.
COUNTY OF KING )
On this day of 2016, before me personally appeared to me
known to be the Assistant Attorney General that executed the within and foregoing instrument, and acknowledged
said instrument to he the free and voluntary act and deed of said limited liability company, for the uses and purposes
therein mentioned,and on oath stated that she/he was authorized to execute said instrument.
Dated: 2016
Title:Notary Public
My appointment expires:
tY=
ll�
Page 33
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CITY:
THE CITY OF KENT,
A Washington Mun
icipal Corporation
By: v e_
Na e: _ l
Its: r
l_-
Address for notices: oG�-Ldkja'7
STATE OF WASHINGT ON )
ss.
COUNTY OF KING )
On this day of d , 2016, before me personally appeared"Zette ca'Vv, tome
known to be a Syr of THE CITY OF KENT that executed the within and foregoing instrument, and
acknowledged said histrument to be the free and voluntary act and deed of said limited liability company, for the
uses and purposes therein mentioned,and on oath stated that she/he was authorized to execute said instnnnent.
Dated: 4" 2016
41t, \lotaryPubli Fd
�G a wu uq Ij My appointment expires:_ T ✓ '
i�?OYAep6a'
i N �70Bl.10
Page 34
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60990.00047
AMC:
AMEHICAN MULTI-CINEMA,INC.
By:
Name:
Its:
Address for notices:
American Multi-Cinema,Inc.
920 Main St., Suite 1400
Kansas City,Mo. 64105
Attention: Lease Administrator
STATE OF WASHINGTON )
ss.
COUNTY OF KING )
On this day of _, 2016, before me personally appeared _ _ to me
known to be a of THE CITY OF KENT that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said limited liability company, for the
uses and purposes therein mentioned,and on oath stated that she/he was authorized to execute said instrument.
Dated: 12016
Title:Notary Public
My appointment expires:
Page 35
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EXHIBIT A
Legal Description
PARCEL A: (PHASE 1)
LOTS 1 THROUGH 9, INCLUSIVE, KENT STATION DIVISION 1 ACCORDING TO THE PLAT THEREOF
RECORDED IN VOLUME 233 OF PLATS, PAGE(S)72 THROUGH 75,INCLUSIVE;AND
LOT A CITY OF KENT BOUNDARY LINE ADJUSTMENT NO. LL-M06-21, AS RECORDED UNDER
RECORDING NUMBER 20080825900006,IN KING COUNTY, WASHINGTON.
PARCEL B: (RAMSAY WAY COMMERCIAL CONDOMINIUM)
UNITS 1 AND 2, RAMSAY WAY COMMERCIAL CONDOMINIUM, SURVEY MAP AND PLANS
RECORDED IN VOLUME 208 OF CONDOMINIUMS, PAGES 70 THROUGH 74, INCLUSIVE, AND ANY
AMENDMENTS THERETO; CONDOMINIUM DECLARATION RECORDED UNDER RECORDING
NUMBER(S)20050803001241,AND ANY AMENDMENTS THERETO,IN KING COUNTY, WASHINGTON.
PARCEL C: (PHASE 11)
LOTS 1 THROUGH 6, INCLUSIVE, KENT STATION DIVISION 2, ACCORDING TO ITIE PLAT THEREOF
RECORDED IN VOLUME 238 OF PLATS, PAGES 40 THROUGH 43, INCLUSIVE, IN KING COUNTY,
WASHINGTON.
PARCEL D: (PIIASE II)
LOTS A AND B, CITY OF KENT BOUNDARY LINE ADJUSTMENT NO. LL-2008-16,RECORDED UNDER
RECORDING NUMBER 20090407900009,IN KING COUNTY,WASHINGTON.
PARCEL E: (PHASE III)
LOT B, CITY OF KENT BOUNDARY LINE ADJUSTMENT NO. LL-2006-21, AS RECORDED UNDER
RECORDING NUMBER 20080825900006,IN KING COUNTY, WASHINGTON.
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EXHIBIT B
Kent Station Site Plan
M
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Tj
F�H I' !I!T11TH,
TI
11 1 N O'EIM""I FFV�I-
ITTO
-� � IIIIIIkI'llllll
III'. II IIIIIIIII .I
Vi
KENT,WASHINCTON
DECtIABOR 2O15 'A 9AGON
Page 37
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Exhibit C
Sound Transit Garage
i � �� g IL 1 �A� �
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,Inll
J
16
—��MAN
KENT.WASHINGTON fl
DECEMBER 2015 ipgngGaN
Page 38
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EXHIBIT D
Replacement Parking Facility
— L _ I
.,,iaernlw
te'ix al -.
x
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EXHIBIT F
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EMBBIT G
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REQUEST FOR MAYOR'S SIGNATURE
® Im Print on Cherry-Colored Paper
ICEB�i .
Routing Informakion:
(ALL REQUESTS MUST FIRST 6E ROUTED THROUGH THE LAW DEPARTMENT)
Approved by Director
Originator: Kim KOmoto Phone (Originator): 5788
Date Sent: 7/7/16 Date Required: ASAP
Return Signed Document to: Contract Termination Date:
Kim Komoto N/A
VENDOR NAME: Date Finance Notified:Kent Station L.L.C. (Only required on contracts I V/
r n�20 000 and over or on an Grant
DATE OF COUNCIL APPROVAL: N/A Date Risk Manager Notified:N/A
(Required on Non-City Standard Contracts/Agreements)
Has this Document been Specifically Account Number: N��
Authorized in the Budget? YES()
Brief Explanation of Document:
The Declaration of Covenants, Conditions and Restrictions for Kent Station, provides for the
formation of a homeowners association that will take over management and enforcement
duties from the developer. Kent Station L.L.C., the original developer, is ready to turn over
these duties to the homeowners association.
This Amended and Restated Declaration of Covenants, Conditions and Restrictions for Kent
Station removes references to the developer, uses clear consistent defined terms and resolves
vagueness regarding the parking arrangements and common area expense allocations.
All hrough The Law Department �t
(This area to be completed by the Law Department)
Received:' � Z 2Qi6 � � � ,�� ,�,� . F a
Approval of Law Dept.: JUiL t
Law Dept. Comments:
---_ --
Date Forwarded to May r
---
Shaded Areas To Be Completed By Administration Staff
Received: uuy OT Kent
Office 0"tfo Mayor
Recommendations and Comments:
Disposition:
rate Returned:
JUV,�CN81Fo wP rp ayuen u yn S oIX
1
GIN OF KENT
CITY CLERK
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