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HomeMy WebLinkAboutAD04-049 - Other - #3 - Kent Station LLC - Kent Station Development - 7/7/16 40 Records Man,agement , KENT Document WASHIN GTON SCANNED Dat� l�g fv 1ly f nw A � I CONTRACT COVER SHEET C 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: Kent Station L.L.0 Vendor Number: JD Edwards Number Contract Number: -A00H- OLIq-003 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 KENT STATION THIS AMENDED 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 I"), 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 II"), Dwell at Kent Station L.L.C., a Delaware limited liability company(formerly known as Tarragon-Kent Station Phase III L.L.C.) ("Dwell"), 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 1,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 20051209002428, and all amendments thereto ("Deed Restrictions"). Page 1 4851-57074217.04 60990.00047 a � 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 Applicant 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 terms 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 Building 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 Page 3 4851-57074217.04 60990.00047 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, parking, 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 Net Developable Area shall mean the gross area of the Property, 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 Kent 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 in 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. Page 5 4851-5707-4217.04 60990.00047 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; Page 7 4851-5707-4217.04 60990.00047 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; (iii) 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 manner 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, HOWEVER, 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 Page 9 4851-5707-4217.04 60990.00047 (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 appointed 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 quorum, 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 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 Property 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 Committee 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 re- 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 Page 11 4851-5707-4217.04 60990.00047 (i) To the extent allowed by law,neither the Committee 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. (i) 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., stormwater 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 backfilled and disturbed ground shall be smoothly graded and hydroseeded or, at the Association's election,landscaped. Page 13 4851-5707-4217.04 60990.00047 (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. (i) 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 Developable Area,the Owner would be entitled to two(2)votes for ownership of such Lot. (ii) 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. (i) 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 pursuant 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 annual 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. Page 15 4851-5707-4217.04 60990.00047 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 following 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 secured 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 Common 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.Maintenance 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 Page 17 4851-5707-4217.04 60990.00047 (a) as may be necessary during periods of construction, reconstruction, repair, or temporary service; (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 diminish.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. Kent 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. (i) 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 within 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 Page 19 4851-5707-4217.04 60990.00047 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 incurred 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 reimburse 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 Page 21 4851-5707-4217.04 60990.00047 (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 under 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. Page 23 4851-5707-4217.04 60990.00047 (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. 17.8 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, and 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 monies 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. Page 25 4851-5707-4217.04 60990.00047 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 98390 STATE OF WASHINGTON ) )ss. COUNTY OF KING ) On this _ day of , 2016, before me personally appeared , to me 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 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 27 4851-5707-4217.04 60990.00047 KENT STATION PHASE II L.L.C. A Washington Limited Liability Company By: INVESTCO 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 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 11 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 29 4851-5707-4217.04 60990.00047 RAMSAY WAY COMMERCIAL 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 known 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 4851-5707-4217.04 60990.00047 STATE OF WASHINGTON ) 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 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 33 4851-5707-4217.04 60990,00047 AMC: AMERICAN 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: ,2016 Title:Notary Public My appointment expires: Page 35 4851-5707-4217.04 60990.00047 i EXHIBIT B Kent Station Site Plan ,nnwrusw CS aei'. ' �D:;YD'tiAN51T PAAKIYC gA:'+ACE 1LLll1� �_ III fitfi11TU J LY I I I CRY �pmos !LL11111I11_I-u -- II 'I Il it I " /• w l lilt' I I � � I Ili °I° I — •F'• �` z P IiA-.f o �-- HAS[ — — 77: f— " 'III fl L Ell — �' 1 r v^ PHASE-f1F:+tDEN iIAI, ..` axevexuew KENT,WASHINGTON RA TARRAGON DECCM©ER 201S Page 37 4851-5707-4217.04 60990.00047 s•� EXHIBIT D Replacement Parking Facility Ilk \ J'�. 6LgYtiL1 :,•, F — GRC¢ (;t-• STAL I}ll llll' ILo11'6Y '— •Y tk 3Y.''1 `•i<CTAILI — �'.r' I•'. its I 7.2K f I— RCT111L I�( artee I lets smi,L I— fill 1 :Jf STALii: U111 � , , Page 39 4851-5707-4217.04 60990.00047 EXHIBIT F Dwell Site BUILDING]�Z'11��"�6i RC> 1111 �.__ RDU\4 fW1N51T V HK%D DAWI T 7. r I I I I I I I �11 - BUILDINGS LDIN BAwaAr wAr e , I C 16 r I I I I : I ( In �Bunomc B u4. - - _ II111 I I I ! li I BUILDING IB I ` -- _BUILDINGtIN-_. --_..�__..._.BUILDING IIS -'� BUILDING 14 /0IIIIa6P1 KENT.WASHINGTON fl TARRAGON DECEMBER 2015 Page 41 4851-5707-4217.04 60990.00047 REQUEST FOR MAYOR'S SIGNATURE KENT Print on Cherry-Colored Paper W e HINUrUN Routing Information: (ALL REQUESTS MUST FIRST BE 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: Kim Komoto Contract Termination Date: N/A VENDOR NAME: Date Finance Notified: / (Only required on contracts Kent Station, L.L.C. 20 000 and over or on an Grant "N- 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/A Authorized in the Budget? YES NO 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 � St (This area to be completed by the Law Department) Received: JUL 0 7 2016 Approval of Law Dept.: Law Dept. Comments: Date Forwarded to Ma r e . . Shaded Areas To Be Completed By Administration Staff Received: Office of the Mayor Recommendations and Comments: Disposition: rECEIVEE �f,C.�ate Returned: t . Ju P:1 ivi\o s2MU gn ProcespingTequest for Mayor's 5 sture.ocx CITY OF KENT CITY CLERK 0f0'5Xc rtkYq WU NIL4 ex,ftkd- r. MA,